UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 20162017         
Commission File Number 001-36004
 
SPIRIT REALTY CAPITAL, INC.
SPIRIT REALTY, L.P.
(Exact name of registrant as specified in its charter)
 
Spirit Realty Capital, Inc. Maryland 20-1676382
Spirit Realty, L.P. Delaware 20-1127940
  
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
  2727 North Harwood Street, Suite 300, Dallas, Texas 75201 (972) 476-1900
  (Address of principal executive offices; zip code) (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
  Title of each class: Name of exchange on which registered:
Spirit Realty Capital, Inc. Common Stock, $0.01 par value per shareNew York Stock Exchange
6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share New York Stock Exchange
Spirit Realty, L.P. None None
Securities registered pursuant to Section 12(g) of the Act:
Spirit Realty Capital, Inc. None
Spirit Realty, L.P. None
   

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Spirit Realty Capital, Inc.     Yes  x No   o         Spirit Realty, L.P.     Yes  o No   x 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 
Spirit Realty Capital, Inc.     Yes  o No   x         Spirit Realty, L.P.     Yes  x No   o 
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 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.    
Spirit Realty Capital, Inc.     Yes  x No   o         Spirit Realty, L.P.     Yes  o No   x 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    
Spirit Realty Capital, Inc.     Yes  x No   o         Spirit Realty, L.P.     Yes  x No   o 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Spirit Realty Capital, Inc.
Large accelerated filerxAccelerated fileroNon-accelerated fileroSmaller reporting companyo
Spirit Realty, L.P.
Large accelerated fileroAccelerated filerxNon-accelerated fileroSmaller reporting companyo
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 provided pursuant to Section 13(a) of the Exchange Act.
Spirit Realty Capital, Inc.     o         Spirit Realty, L.P.     o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     
Spirit Realty Capital, Inc.     Yes  o No   x         Spirit Realty, L.P.     Yes  o No   x 
As of June 30, 20162017 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the Registrant'sSpirit Realty Capital, Inc's shares of common stock, $0.01 par value, held by non-affiliates of the Registrant, was $6.1$3.4 billion based on the last reported sale price of $12.77$7.41 per share on the New York Stock Exchange on June 30, 2016.2017.
There is no public trading market for the common units of limited partnership interest of Spirit Realty, L.P. As a result, the aggregate market value of the common units of limited partnership interest held by non-affiliates of Spirit Realty, L.P. cannot be determined.
The number of outstanding shares of Spirit Realty Capital, Inc.'s common stock, $0.01 par value, as of February 21, 2017,20, 2018, was 483,599,385448,835,524 shares.

Documents Incorporated by Reference

Certain specific portions of the definitive Proxy Statement for Spirit Realty Capital, Inc.'s 20172018 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K. Only those portions of the Proxy Statement which are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K.

 

Explanatory NotesNote

This report combines the annual reports on Form 10-K for the year ended December 31, 20162017 of Spirit Realty Capital, Inc., a Maryland corporation, and Spirit Realty, L.P., a Delaware limited partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” or the “Company” refer to Spirit Realty Capital, Inc. together with its consolidated subsidiaries, including Spirit Realty, L.P. Unless otherwise indicated or unless the context requires otherwise, all references to the “Operating Partnership” refer to Spirit Realty, L.P. together with its consolidated subsidiaries.
Spirit General OP Holdings, LLC ("OP Holdings") is the sole general partner of the Operating Partnership. The Company is a real estate investment trust, or REIT, and the sole member of OP Holdings, as well as the special limited partner of the Operating Partnership. As sole member of the general partner of our Operating Partnership, our Company has the full, exclusive and complete responsibility for our Operating Partnership’s day-to-day management and control.
We believe combining the annual reports on Form 10-K of our Company and Operating Partnership into a single report results in the following benefits:
enhancing investors’ understanding of our Company and Operating Partnership by enabling investors to view the business as a whole, reflective of how management views and operates the business;
eliminating duplicative disclosure and providing a streamlined presentation as a substantial portion of the disclosures apply to both our Company and Operating Partnership; and
creating time and cost efficiencies by preparing one combined report in lieu of two separate reports.
There are a few differences between our Company and Operating Partnership, which are reflected in the disclosures in this report. We believe it is important to understand these differences in the context of how we operate as an interrelated, consolidated company. Our Company is a REIT, the only material assets of which are the partnership interests in our Operating Partnership. As a result, our Company does not conduct business itself, other than acting as the sole member of the general partner of our Operating Partnership, issuing equity from time to time and guaranteeing certain debt of our Operating Partnership. Our Operating Partnership holds substantially all the assets of our Company. Our Company issued convertible notes and guarantees some of the debt of our Operating Partnership, see footnoteNote 4 to the combined, consolidated financial statements herein for further discussion. Our Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from issuance of convertible notes and equity issuances by our Company, which are generally contributed to our Operating Partnership in exchange for partnership units of our Operating Partnership, our Operating Partnership generates the capital required by our Company’s business through our Operating Partnership’s operations or our Operating Partnership’s incurrence of indebtedness.
The presentation of stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of our Company and those of our Operating Partnership. The partnership units in our Operating Partnership are accounted for as partners’ capital in our Operating Partnership’s consolidated financial statements. There are no non-controlling interests in the Company or the Operating Partnership.
To help investors understand the significant differences between our Company and our Operating Partnership, this report presents the consolidated financial statements separately for our Company and our Operating Partnership. All other sections of this report, including “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk,” are presented together for our Company and our Operating Partnership.
In order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that our Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, or the Exchange Act, and 18 U.S.C. §1350, this report also includes separate “Item 9A. Controls and Procedures” sections and separate Exhibit 31 and 32 certifications for each of our Company and our Operating Partnership.



SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
INDEX
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 Disclosure
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 As Restated
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 Accountant Fees and Services
PART IV  
Item 15.Exhibits, Financial Statement Schedules
SIGNATURES 

 

GLOSSARY
Definitions: 
1031 ExchangeTax-deferred like-kind exchange of properties held for business or investment purposes, pursuant to Section 1031 of the Code
2013 Credit Facility$400.0 million secured credit facility pursuant to the credit agreement between the Operating Partnership and certain lenders dated July 17, 2013
2015 Credit Facility2017 Tax Legislation$800.0 million unsecured credit facility pursuant to the Credit AgreementTax Cuts and Jobs Act
2019 Notes$402.5 million convertible notes of the Corporation due in 2019
2021 Notes$345.0 million convertible notes of the Corporation due in 2021
401(k) PlanDefined contribution retirement savings plan qualified under Section 401(k) of the Code
ACMAsbestos-Containing Materials
ADAAmericans with Disabilities Act
Additional Collateral DepositA cash reserve deposit or letter of credit in the amount of $8.0 million required pursuant to an amendment of a certain CMBS loan agreement
AFFOAdjusted Funds From Operations
Amended Incentive Award PlanAmended and Restated Spirit Realty Capital, Inc. and Spirit Realty, L.P. 2012 Incentive Award Plan
AOCLAccumulated Other Comprehensive Loss
ASCAccounting Standards Codification
ASUAccounting Standards Update
ATM ProgramAt the Market equity distribution program, pursuant to which the Corporation may offer and sell registered shares of common stock from time to time
CMBSCommercial Mortgage Backed Securities
CodeInternal Revenue Code of 1986, as amended
Cole IICole Credit Property Trust II, Inc.
Cole II MergerAcquisition on July 17, 2013 of Cole II by the Company, in which the Company merged with and into the Cole II legal entity
Collateral PoolsPools of collateral assets that are pledged to the indenture trustee for the benefit of the noteholders and secure obligations of issuers under the Spirit Master Funding Program
CompanyThe Corporation and its consolidated subsidiaries
Contractual RentMonthly contractual cash rent and earned income from direct financing leases, excluding percentage rents, from our properties owned fee-simple or ground leased, recognized during the final month of the reporting period, adjusted to exclude amounts received from properties sold during that period and adjusted to include a full month of contractual rent for properties acquired during that period
Convertible NotesThe 2019 Notes and 2021 Notes, together
CorporationSpirit Realty Capital, Inc., a Maryland corporation
CPIConsumer Price Index
Credit Agreement2015Revolving credit facility agreement between the Operating Partnership and certain lenders dated March 31, 2015, as amended or otherwise modified from time to time
EBITDAEarnings Before Interest, Taxes, Depreciation and Amortization
EBITDAREarnings Before Interest, Taxes, Depreciation, Amortization and Rent
EDFExpected Default Frequency
Excess CashRent received in excess of debt service obligations
Exchange ActSecurities Exchange Act of 1934, as amended
Exchange OfferThe May 2014 exchange of the outstanding principal balance of three series of existing net-lease mortgage notes for three series of newly issued 2014 Notes
FASBFinancial Accounting Standards Board
FFOFunds From Operations
FitchFitch Ratings
GAAPGenerally Accepted Accounting Principles in the United States
IASBInternational Accounting Standards Board
IFRSInternational Financial Reporting Standards
IPOIRSInitial Public OfferingInternal Revenue Service
LIBORLondon Interbank Offered Rate

Definitions: 
IRSInternal Revenue Service
LIBORLondon Interbank Offered Rate
Line of Credit$40.0 million secured revolving credit facility pursuant to the loan agreement between an indirect wholly-owned subsidiary of the Corporation and a certain lender dated March 27, 2013, as amended
Master Trust 2013The net-lease mortgage securitization trust established in 2013 under the Spirit Master Funding Program
Master Trust 2014The net-lease mortgage securitization trust established in 2005 and amended and restated in 2014 under the Spirit Master Funding Program
Master Trust Exchange CostsLegal, accounting and financial advisory services costs incurred in connection with the Exchange Offer
Master Trust NotesThe Master Trust 2013 and Master Trust 2014, together
Master Trust ReleaseProceeds from the sale of assets securing the Master Trust Notes held in restricted accounts until a qualifying substitution is made or until used for principal reduction
MergerThe transactionAcquisition on July 17, 2013 of Cole II by the Company, in which the Corporation's prior legal entityCompany merged with and into the Cole II legal entity
Merger Exchange RatioMerger exchange ratio of 1.9048
MGCLMaryland General Corporation Law
Moody'sMoody's Investor Services
NAREITNational Association of Real Estate Investment Trusts
Normalized Rental RevenueTotal rental revenues and earned income from direct financing leases from our owned properties during the final month of the reporting period, adjusted to exclude amounts from properties sold during that period and to include a full month of rental revenues for properties acquired during that period.
NYSENew York Stock Exchange
OP HoldingsSpirit General OP Holdings, LLC
Operating PartnershipSpirit Realty, L.P., a Delaware limited partnership
PATH ActProtecting Americans from Tax Hikes Act of 2015
REITReal Estate Investment Trust
Revolving Credit FacilitiesFacilityThe 2013$800.0 million unsecured credit facility pursuant to the Credit Facility, the 2015 Credit Facility and Line of Credit, togetherAgreement
S&PStandard & Poor's Rating Services
SECSecurities and Exchange Commission
Securities ActSecurities Act of 1933, as amended
Senior Unsecured Notes$300 million aggregate principal amount of senior notes issued in August 2016
Series A Preferred Stock6,900,000 shares of 6.000% Cumulative Redeemable Preferred Stock issued October 3, 2017, with a liquidation preference of $25.00 per share.
ShopkoSpecialty Retail Shops Holding Corp. and certain of its affiliates
SMTASpirit MTA REIT, a Maryland real estate investment trust
Spin-OffCreation of an independent, publicly traded REIT, SMTA, through contribution of properties leased to Shopko, assets that collateralize Master Trust 2014 and potential additional assets
Spirit Master Funding ProgramThe Company's asset-backed securitization program that comprises Master Trust 2013 and Master Trust 2014
Term Loan$420.0 million senior unsecured term facility pursuant to the Term Loan Agreement
Term Loan AgreementTerm loan agreement between the Operating Partnership and certain lenders dated November 3, 2015, as amended or otherwise modified from time to time
Total DebtPrincipal debt outstanding before discounts, premiums or deferred financing costs
TRSTaxable REIT SubsidiariesSubsidiary, a corporation, other than a REIT, in which a REIT directly or indirectly holds stock and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary
TSRTotal Shareholder Return
U.S.United States
VacantOwned properties which are not economically yielding

Unless otherwise indicated or unless the context requires otherwise, all references to the "registrant," the "Company," "Spirit Realty Capital," "we," "us" or "our" refer to the Corporation and its consolidated subsidiaries, including the Operating Partnership. Unless otherwise indicated or unless the context requires otherwise, all references to the "Operating Partnership" refer to Spirit Realty, L.P. and its consolidated subsidiaries.

PART I


The following discussion relates to our consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. Statements contained in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are not historical facts may be forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Some of the information presented is forward-looking in nature, including information concerning projected future occupancy rates, rental rate increases, property development timing and investment amounts. Although the information is based on our current expectations, actual results could vary from expectations stated in this report. Numerous factors will affect our actual results, some of which are beyond our control. These include the breadth and duration of the current economic environment and its impact on our tenants, the strength of commercial and industrial real estate markets, market conditions affecting tenants, competitive market conditions, interest rate levels, volatility in our stock price and capital market conditions. You are cautioned not to place undue reliance on this information, which speaks only as of the date of this report. We assume no obligation to update publicly any forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws to disclose material information. For a discussion of important risks related to our business, and related to investing in our securities, including risks that could cause actual results and events to differ materially from results and events referred to in the forward-looking information, see Item 1A. “Risk Factors - Special Note Regarding Forward-Looking Statements” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.” In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Annual Report on Form 10-K might not occur.
Available Information
The Corporation's principal executive offices are located at 2727 North Harwood Street, Suite 300, Dallas, Texas 75201. Our telephone number at that location is 972-476-1900. We maintain a website at www.spiritrealty.com. On the Investor Relations page of our website, we post the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and the Section 16 filings of our directors and officers, as well as any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. All such filings on our Investor Relations page of our website are available to be viewed free of charge. Also available on our website, free of charge, are our corporate governance guidelines, the charters of the nominating and corporate governance, audit and compensation committees of our boardBoard of directorsDirectors and our code of business conduct and ethics (which applies to all directors and employees, including our principal executive officer, principal financial officer and principal accounting officer).
Information contained on or hyperlinked from our website is not incorporated by reference into and should not be considered part of this Annual Report on Form 10-K or our other filings with the SEC. A copy of this Annual Report on Form 10-K is available without charge upon written request to: Investor Relations, Spirit Realty Capital, Inc., 2727 North Harwood Street, Suite 300, Dallas, Texas 75201. All reports we file with the SEC are available free of charge on the SEC's Web sitewebsite at www.sec.gov. In addition, the public may read and copy materials we file with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Shares of our common stock are traded on the NYSE under the symbol “SRC.”
Item 1.    Business
The CompanyTHE COMPANY
The Corporation is a NYSE listed company under the symbol "SRC." We are a self-administered and self-managed REIT with in-house capabilities, including acquisition, portfolio management, asset management, investment, credit, research, real estate research, legal, finance, IT and accounting and capital markets.functions. We primarily invest in single-tenant, operationally essential real estate throughout the U.S., which is generally acquired through strategic sale-leaseback transactions and subsequently leased on a long-term, triple-net basis to high-quality tenants with business operations within predominantly retail, but also office and industrial property types.
As of December 31, 2016,2017, our undepreciated gross investment in real estate and loans totaled approximately $8.2$7.9 billion, representing investments in 2,6152,480 properties, including properties securing our mortgage loans. Of this amount,

99.2% 99.0% consisted of our gross investment in real estate, representing ownership of 2,5412,392 properties, and the remaining 0.8%1.0% consisted primarily of commercial mortgage loans receivable secured by 7488 real properties.

As of December 31, 2016,2017, our owned properties were approximately 98.2%99.2% occupied (based on number of economically yielding properties), and our leases had a weighted average non-cancelable remaining lease term (based on Normalized Rental Revenue)Contractual Rent) of approximately 10.710.0 years. Our leases are generally long-term, with non-cancelable initial terms of 15 to 20 years and tenant renewal options for additional terms. As of December 31, 2016,2017, approximately 89% of our single-tenant leases (based on Normalized Rental Revenue)Contractual Rent) provided for increases in future annual base rent. See Item 2. "Properties - Our Real Estate Investment Portfolio" for further information on our properties and tenants.
Our operations are carried out through the Operating Partnership. OP Holdings, one of our wholly-owned subsidiaries, is the sole general partner and owns approximately 1.0%1% of the Operating Partnership. We and one of our wholly-owned subsidiaries are the only limited partners and together own the remaining 99.0%99% of the Operating Partnership.
Although the Operating Partnership is wholly-owned by us, in the future, we may issue partnership interests in the Operating Partnership to third parties in exchange for assets owned by such third parties. In general, any partnership interests of the Operating Partnership issued to third parties would be exchangeable for cash or, at our election, shares of our common stock at specified ratios set when partnership interests in the Operating Partnership are issued.
As of December 31, 2016,2017, we had 8487 employees, as compared to 7184 employees as of December 31, 2015.2016. None of these employees are represented by a labor union.
History
We began operations through a predecessor legal entity in 2003. We became a public company in December 2004 and were subsequently taken private in August 2007 by a consortium of private investors. On September 25, 2012, we completed our IPOinitial public offering of 33.35 million shares of common stock (including shares issued on October 1, 2012 pursuant to the underwriters’ option to purchase additional shares).
On July 17, 2013, we completed the acquisition of Cole II through the Merger. Our boardBoard of directorsDirectors (including two additional members designated by Cole II) and executive team managed the surviving entity, which was renamed Spirit Realty Capital, Inc. and began trading on the NYSE under the symbol "SRC." Cole II was the "legal acquirer" in the Merger for certain legal and regulatory matters and the Corporation was deemed the "accounting acquirer" in the Merger for accounting and financial reporting purposes, including the financial information set forth herein.
Business and Growth StrategiesBUSINESS AND GROWTH STRATEGIES
Our objective is to maximize stockholder value by seeking superior risk-adjusted returns with an emphasis on stable rental revenue, primarily by investing in and managing a portfolio of single-tenant, operationally essential retail real estate throughout the U.S. that is generally acquired through strategic sale-leaseback transactions and subsequently leased on a long-term, triple-net basis. We generate revenue primarily by leasing our properties to our tenants. See Item 2. "Properties" for property information and Item 6. "Selected Financial Data" for additional financial and asset information.
Single-tenant, operationally essential real estate consists of properties that are generally free-standing, commercial real estate facilities where our tenants conduct activities essential to the generation of their sales and profits. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. In support of our primary business of owning and leasing real estate, we have also strategically originated or acquired long-term, commercial mortgage and other loans. We view our operations as one reporting segment consisting of net leasing operations. We intend to pursue our objective through the following business and growth strategies:
Focus on SmallIndustries Identified as Desirable in the Spirit Heat Map
Our investment strategy is based on increasing our exposure to industries we determine to be attractive based on our proprietary Spirit Heat Map. The Spirit Heat Map is used to analyze tenant industries across Porter’s Five Forces and Middle Market Companies. We primarily focus on investing in propertiespotential causes of technological disruption to identify tenant industries that we net leasebelieve to smallhave good fundamentals for future performance. The Spirit Heat Map is updated regularly to factor for changes in business and middle market companies withconditions, changes in technology and other trends. Desirable tenants have attractive credit characteristics and stable operating histories, but that may not carry a credit rating from a rating agency.histories. This strategy offers us the opportunity to achieve superior risk-adjusted returns when coupled with our intensive credit and real estate analysis, lease structuring and ongoing portfolio management. Small and middle market companies are often willing to enter into leases with structures and terms we consider attractive (such as master leases, leases with rental escalations and leases that require ongoing tenant financial reporting) and that we believe increase the security of rental payments. We may also

selectively acquire properties leased to large companies where we believe that we can achieve superior risk-adjusted returns.

The following chart highlights the tenants that we target based on company size and corporate credit equivalent:
    

Structure and Manage Our Portfolio Using Our Developed Underwriting and Risk Management Processes.Processes
We seek to maintain the stability of our rental revenue and the long-term return on our investments by using our developed underwriting and risk management processes to structure and manage our portfolio. In particular, our underwriting and risk management processes emphasize the following:
Leases for Operationally Essential Real Estate with Relatively Long Terms. We seek to own properties that are operationally essential to our tenants, thereby reducing the risk that the tenant would choose not to renew an expiring lease or reject a lease in bankruptcy. In addition, we seek to enter into leases with relatively long terms, typically with non-cancelable initial terms of 15 to 20 years and tenant renewal options for additional terms with attractive rent escalation provisions.
Spirit Property Ranking Model. We use our proprietary ranking model annually to rank all properties in our portfolio, across twelve factors and weightings consisting of real estate quality scores, lease structure quality and credit underwriting criteria. The Spirit Property Rank Model is a key component of both the acquisition and disposition process as well as standard asset management activities.
Leases with a Master Lease Structure. Where appropriate, we seek to enter into master leases whereby we lease multiple properties to a single tenant on an “all or none” basis. In a master lease structure, a tenant is responsible for a single lease payment relating to the entire portfolio of leased properties, as opposed to separate lease payments relating to each individually leased properties.property. The master lease structure prevents a tenant from “cherry picking” locations, where it unilaterally gives up underperforming properties while maintaining its leasehold interest in well-performing properties. As of December 31, 2016,2017, we had 147131 active master leases with portfolios of leased properties ranging from 2 to 182172 and a weighted average non-cancelable remaining lease term (based on Normalized Rental Revenues)Contractual Rent) of 13.712.7 years. Master lease revenues contributed approximately 45% of our Normalized Rental Revenue.Contractual Rent. Our largest master lease, with Shopko, consisting of 2359 properties, contributed 2.9%6.8% of our Normalized Rental Revenue,Contractual Rent, and our smallest master lease, consisting of 5two properties, contributed less than 0.04%0.1% of our Normalized Rental RevenueContractual Rent for the month ended December 31, 2016.2017. As of December 31, 2016,2017, the majority of our master leases include between 2 and 10 properties.
Active Management and Monitoring of Risks Related to Our Investments. When monitoring existing investments or evaluating new investments, we typically consider two broad categories of risk: (1) tenant financial distress risk;risk and (2) lease renewal risk. We seek to measure these risks through various processes, including the use of a credit modeling product that we license from Moody’s Analytics that estimates the performance of the leased properties relative to rental payments due under the leases and a review of current market data and our historical recovery rates on re-leased properties and property dispositions. Our underwriting and risk management processes are designed to structure new investments and manage existing investments to address and mitigate each of the above risks and preserve the long-term return on our invested capital. Since our inception, our occupancy has never been below 96.1% (based on number of economically yielding properties), despite the economic downturn of 2008 through 2010.

and manage existing investments to address and mitigate each of the above risks and preserve the long-term return on our invested capital. Since our inception, our occupancy has never been below 96.1% (based on number of properties), despite the economic downturn of 2008 through 2010.
Portfolio Diversification. We monitor and manage the diversification of our real estate investment portfolio in order to reduce the risks associated with adverse developments affecting a particular tenant, property, industry or region. Our strategy emphasizes a portfolio that (1) derives no more than 10% of its annual rent from any single tenant and no more than 1.5%2.0% of its annual rent from any single property, (2) is leased to tenants operating in various industries and (3) is located across the U.S. without significant geographic concentration. While we consider the foregoing when making investments, we have made, and may make investments in the future that do not meet one or more of these criteria, and we may make additional investments that do not meet one or more of these criteria if we believe the opportunity is sufficiently attractive.
Enhance Our Portfolio through Contractual Rental Growth.Growth
Approximately 89%89.2% of our single-tenant properties (based on Normalized Rental Revenue)Contractual Rent) contain contractual provisions that increase the rental revenue over the term of the lease. Generally, our rent escalators increase rent at specified

dates by: (1) a fixed amount; or (2) the lesser of (a) 1 to 1.252 times any increase in the CPI over a specified period, or (b) a fixed percentage, typically 1% to 2% per year.or (c) a fixed schedule.
Grow Our Portfolio through Selective Acquisitions.Acquisitions
We selectively make acquisitions that we believe will contribute to our business objective. We believe there will be ample acquisition opportunities in the single-tenant market fitting our underwriting and acquisition criteria, which may include improving our portfolio’s tenant, industry and geographic diversification, among other rationale. Acquisitions of such properties or portfolios may be subject to existing indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these investments.
Deleverage Our Portfolio.Portfolio
A significant amount of our secured debt is partially amortizing, and its principal amount will be reduced prior to the balloon payments due at maturity. Contractual amortization payments are scheduled to reduce our outstanding principal amount of indebtedness by $182.3$199.9 million prior to January 1, 2022.2023. We may selectively reduce our indebtedness using cash from operations in excess of our distributions or proceeds from asset dispositions and /or equity offerings. We may also strategically replace or refinance certain indebtedness with proceeds from new borrowings that represent a more attractive cost of capital. We believe contractual rent growth, selective growth through acquisitions and the ongoing deleveraging of our portfolio will contribute to our cash available for distributions.
Dispose of Select Assets.Assets
We typically retain and manage real estate assets that fit within our investment criteria, which criteria are subject to change without notice to or vote by our stockholders. Additionally, management may elect to dispose of assets when it believes appropriate in view of our business objective, considering criteria including, but not limited to, the Spirit Heat Map, the Spirit Property Rank, tenant concentration, tenant credit quality, unit financial performance, local market conditions and lease rates, associated indebtedness, asset location, tenant operation type (e.g., industry, sector, or concept/brand), and asset zoning, as well as potential capital appreciation, potential uses of proceeds and tax considerations, among others.
Financing StrategyFINANCING STRATEGY
Our long-term financing strategy is to maintain a leverage profile that creates operational flexibility and generates superior risk-adjusted returns for our stockholders. We finance our operations and investments using a variety of methods, including available unrestricted cash balances, property operating revenue, proceeds from property dispositions, available borrowings under our 2015Revolving Credit Facility and Term Loan, common and preferred stock issuances, and debt securities issuances, including mortgage indebtedness and senior unsecured debt. We determine the amount of equity and debt financing to be used when acquiring an asset by evaluating our cost of equity capital, terms available in the credit markets (such as interest rate, repayment provisions and maturity) and our assessment of the particular asset’s risk.
We may issue common stock when we believe that our share price is at a level that allows the offering proceeds to be accretively invested into additional properties, to permanently finance properties that were financed by our Revolving Credit FacilitiesFacility or Term Loan, or to repay outstanding debt at or before maturity.
In November 2016,September 2017, we filed a shelf registration statement with the SEC, which became immediately effective upon filing.filing and will remain effective for a term of three years with an expiration in September 2020. Under this shelf registration statement, we may offer shares of our common or preferred stock or debt securities from time to time in amounts,

at prices and on terms to be announced when and if such shares are offered. The specifics of any future offerings, along with the use of proceeds from any such offerings, will be described in detail in a prospectus supplement or other offering materials at the time of such offerings.
Historically, a significant portion of our debt has consisted of long-term borrowings secured by specific real estate assets or, more typically, pools of real estate assets. We have utilized our asset-backed securitization platform to raise capital through the issuance of non-recourse net-lease mortgage notes collateralized by commercial real estate, net-leases and mortgage loans under the Spirit Master Funding Program. In addition, we have issued senior unsecured debt securities and have obtained other senior unsecured debt at the Operating Partnership level. To the extent practicable, we expect to maintain a well-balanced debt profile with manageable and balanced maturities.

We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs, and cash distributions to common and preferred stockholders, primarily through cash provided by operating activities, borrowings under our available 2015Revolving Credit Facility and Term Loan and occasionallyperiodically through issuances of common stock and entering into secured and unsecured debt agreements.public securities.
We anticipate that we will continue to use a number of different sources to finance our acquisitions and operations going forward; however, we cannot assure you that we will have access to the capital and credit markets at times and at terms that are acceptable to us.
Recent DevelopmentsRECENT DEVELOPMENTS
Financing Activities
2015 Credit Facility
On April 27, 2016, the Company expanded the borrowing capacity under the 2015 Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The 2015 Credit Facility also includes a swing-line loan and letters of credit, which reduce availability under the 2015 Credit Facility on a dollar-for-dollar basis. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P, allowing the Operating Partnership to elect to change the interest rate grid from leverage based pricing to credit based pricing. Under credit based pricing, the 2015 Credit Facility bears interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum or a specified base rate plus 0.0% to 0.55% and requires a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, in each case depending on the Corporation's credit rating.
Term Loan
In April 2016, the Corporation received a first time rating of BBB- from Fitch and was updated to a BBB- corporate issuer rating by S&P, allowing the Operating Partnership to elect to change the interest rate grid from leverage based pricing to credit based pricing. Under credit rating based pricing, borrowings bear interest at a rate equal to LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.0% to 0.75% per annum, in each case depending on the Corporation’s credit rating. On December 19, 2016, the Company increased the term facility from $370.0 million to $420.0 million.
Senior Unsecured Notes
In August 2016,The Company filed a registration statement with the Operating Partnership completed aSEC to exchange the private placement ofSenior Unsecured Notes for registered Senior Unsecured Notes with substantially identical terms, which became effective April 14, 2017. All $300.0 million aggregate principal amount of senior notes through a Rule 144A offering with registration rights, which are guaranteed by the Corporation. Theprivate Senior Unsecured Notes were issued at 99.378% of their principal amount, resultingtendered in net proceeds of $296.2 million, after deducting transaction fees and expenses. Thethe exchange for registered Senior Unsecured Notes accrue interest at a rate of 4.450% per year, payable on March 15 and September 15 of each year, until the maturity date of September 15, 2026.Notes.
Issuance of CommonPreferred Stock
In April 2016,October 2017, the CorporationCompany completed an underwritten public offering of 34.5 million6,900,000 shares of its common stock at $11.15 per share,6.000% Series A Preferred Stock, including 4.5 million900,000 shares issuedsold pursuant to the underwriter’sunderwriter's option to purchase additional shares. Gross proceeds raised were approximately $384.7 million and$172.5 million; net proceeds were approximately $368.9$166.2 million after deducting underwriter discounts and offering costs paid by the Corporation.Company. The net proceeds from the offering were initially used to reduce outstanding debt and for general operating purposes of the Company.

Master Trust 2014 Notes
In December 2017, the existing issuers under Master Trust 2014, collectively as co-issuers, completed the issuance of $674.4 million aggregate principal amount of net-lease mortgage notes comprised of $542.4 million of 4.36% amortizing notes and $132.0 million of 6.35% interest-only notes, both expected to be repaid in December 2022. The Operating Partnership retained $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes to satisfy its regulatory risk retention obligations. Net proceeds from the sale of the notes were initially used for general corporate purposes, including repayment of borrowings under its Revolving Credit Facility and Term Loan.
See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Description of Certain Debt” for further information on our debt and equity financings.
Company Spin-Off
On August 3, 2017, we announced a proposed Spin-Off of almost all of our interest in our properties leased to Shopko, assets that collateralize Master Trust 2014 and other additional assets into an independent, publicly traded REIT, Spirit MTA REIT, or SMTA. Pursuant to the plan, if the Spin-Off is completed, our stockholders would receive a distribution of common shares of beneficial interest issued by SMTA. The distribution will be treated as a taxable distribution to Spirit stockholders. The Spin-Off is subject to certain conditions, including declaration by the U.S. Securities and Exchange Commission that SMTA's registration statement on Form 10 is effective, customary third party consents, and final approval and declaration of the distribution by our Board of Directors. Such conditions and other unforeseen developments, including in the debt or equity markets or general market conditions, could delay or prevent the Spin-Off or cause the Spin-Off to occur on terms or conditions that are less favorable and/or different than those described herein. The transaction is expected to be completed in the first half of 2018. We may, at any time and for any reason until the proposed transaction is complete, abandon the Spin-Off or modify or change its terms, including the assets we plan to contribution to SMTA.
Real Estate Portfolio Activities
Tenant Concentration
Shopko is our most significant tenant, representing 7.7% and 8.2% of our Normalized Rental RevenueContractual Rent for the month ended December 31, 2016.2017and December 31, 2016, respectively. Shopko leases 11497 properties under 13three separate master

leases and two properties under individual groundsingle site leases with four indirect wholly-owned subsidiaries of ours. We took a number of steps during 2015 and 2014 to reduce the tenant concentration of Shopko assets below 10%, which we accomplished during the third quarter of 2015. We continue to take steps to decrease our concentration of Shopko assets as we grow our existing portfolio base and continue to effectthrough strategic dispositions.
During the month ended December 31, 2016,2017, no other tenant exceeded 3.0%5.0% of our Normalized Rental Revenue,Contractual Rent, and no one single property contributed more than 1.5%2.0% of our Normalized Rental Revenue.Contractual Rent. See Item 2. “Properties - Our Real Estate Investment Portfolio" for further information on our ten largest tenants and the composition of our tenant base.
AcquisitionAcquisitions and Dispositions
During the year ended December 31, 2016,2017, we purchased 26939 properties, representing an aggregate gross investment of $704.9$323.0 million, which includes $20.5$42.6 million in revenue producing follow-on investments in existing properties. The properties acquired had a weighted average lease term of 15.012.0 years. During the same period, we sold 213192 properties for $584.9$551.2 million in gross sales proceeds. See Note 3 to our Consolidated Financial Statementsconsolidated financial statements included in this Annual Report on Form 10-K for additional discussion of our investments.
Restatement and Remediation
In October 2016, we identified a deficiency in our internal control over financial reporting, which was considered to be a material weakness and led to the restatement of our audited consolidated financial statements for the year ended December 31, 2015 and our interim unaudited consolidated financial statements for the quarters ended March 31, 2015, June 30, 2015, September 30, 2015, March 31, 2016 and June 30, 2016. Management has concluded that the material weakness disclosed in the Company's Annual Report on Form 10-K/A, as amended, for the fiscal year ended December 31, 2015, has been fully remediated and that the Company's disclosure controls and procedures and internal control over financial reporting were effective at December 31, 2016, as discussed in detail in Item 9A. Controls and Procedures.
CompetitionCOMPETITION
We face competition for acquisitions from investors, including traded and non-traded public REITs, and private equity and institutional investment funds, some of which have greater financial resources than we do, a greater ability to borrow funds to acquire properties and the ability to accept more risk than we can prudently manage. This competition may increase the demand for the types of properties in which we typically invest and, therefore, reduce the number of suitable acquisition opportunities available to us and increase the prices paid for such. This competition will increase if investments in real estate become more attractive relative to other forms of investment.
As a landlord, we compete in the multi-billion dollar commercial real estate market with numerous developers and owners of properties, many of which own properties similar to ours in the same markets in which our properties are located. In operating and managing our portfolio, we compete for tenants based on a number of factors, including location, rental rates and flexibility. Some of our competitors have greater economies of scale, have lower cost of capital, have access to more resources and have greater name recognition than we do. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose our tenants or prospective tenants and we may be pressured to reduce our rental rates or to offer substantial rent abatements, tenant improvement allowances, early termination rights or below-market renewal options in order to retain tenants when our leases expire.

RegulationREGULATION
General
Our properties are subject to various covenants, laws, ordinances and regulations, including regulations relating to common areas and fire and safety requirements. We believe that each of our properties has the necessary permits and approvals.
Americans With Disabilities Act
Pursuant to the ADA, our properties are required to meet federal requirements related to access and use by persons with disabilities. Compliance with the ADA, as well as a number of additional federal, state and local laws and regulations, may require modifications to properties we currently own and any properties we purchase, or may restrict renovations of those properties. Noncompliance with these laws or regulations could result in the imposition of fines or an award of damages to private litigants, as well as the incurrence of the costs of making modifications to attain compliance, and future legislation could impose additional financial obligations or restrictions on our properties. Although our tenants are generally responsible for all maintenance and repair costs pursuant to triple-net leases, including compliance with the ADA and other similar laws or regulations, we could be held liable as the owner of the property for a failure of one of our tenants to comply with such laws or regulations.
Environmental Matters
Federal, state and local environmental laws and regulations regulate, and impose liability for, releases of hazardous or toxic substances into the environment. Under various of these laws and regulations, a current or previous owner, operator or tenant of real estate may be required to investigate and clean up hazardous or toxic substances, hazardous wastes or petroleum product releases or threats of releases at the property, and may be held liable to a government entity or to third parties for property damage and for investigation, clean-up and monitoring costs incurred by those parties in connection with actual or threatened contamination. These laws typically impose clean-up responsibility and

liability without regard to fault, or whether or not the owner, operator or tenant knew of or caused the presence of the contamination. The liability under these laws may be joint and several for the full amount of the investigation, clean-up and monitoring costs incurred or to be incurred or actions to be undertaken, although a party held jointly and severally liable may seek contributions from other identified, solvent, responsible parties for their fair share toward these costs. These costs may be substantial, and can exceed the value of the property. The presence of contamination, or the failure to properly remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using the property as collateral and may adversely impact our investment in that property.
Some of our properties contain, have contained, or are adjacent to or near other properties that have contained or currently contain storage tanks for the storage of petroleum products or other hazardous or toxic substances. Similarly, some of our properties are or were used for commercial or industrial purposes that involve or involved the use of petroleum products or other hazardous or toxic substances, or are adjacent to or near properties that have been or are used for similar commercial or industrial purposes. These operations create a potential for the release of petroleum products or other hazardous or toxic substances, and we could potentially be required to pay to clean up any contamination. In addition, strict environmental laws regulate a variety of activities that can occur on a property, including the storage of petroleum products or other hazardous or toxic substances, air emissions and water discharges. Such laws may impose fines or penalties for violations. As a result of the foregoing, we could be materially and adversely affected.
Environmental laws also govern the presence, maintenance and removal of ACM. Federal regulations require building owners and those exercising control over a building’s management to identify and warn, through signs and labels, of potential hazards posed by workplace exposure to installed ACM in their building. The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM. Significant fines can be assessed for violation of these regulations. As a result of these regulations, building owners and those exercising control over a building’s management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to ACM. The regulations may affect the value of a building containing ACM in which we have invested. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACM when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building. These laws may impose liability for improper handling or a release into the environment of ACM and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACM.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs. We are not presently aware of any material adverse indoor air quality issues at our properties that have not been previously addressed or remediated by us.
Before completing any property acquisition, we obtain environmental assessments in order to identify potential environmental concerns at the property. These assessments are carried out in accordance with the Standard Practice for Environmental Site Assessments (ASTM Practice E 1527-05) as set by ASTM International, formerly known as the American Society for Testing and Materials, 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 historical aerial photographs and other information on past uses of the property. These assessments are limited in scope, however, if recommended in the initial assessments, we may undertake additional assessments such as soil and/or groundwater samplings or other limited subsurface investigations and ACM or mold surveys to test for substances of concern. A prior owner or operator of a property or historic operations at our properties may have created a material environmental condition that is not known to us or the independent consultants preparing the site assessments. Material environmental conditions may have arisen after the review was completed or may arise in the future, and future laws, ordinances or regulations may impose material additional environmental liability. If environmental concerns are not satisfactorily resolved in any initial or additional assessments, we may obtain environment insurance policies to insure against potential environmental risk or loss depending on the type of property, the availability and cost of the insurance and various other factors we

deem relevant (i.e., an environmental occurrence affects one of our properties where our lessee may not have the financial capability to honor its indemnification obligations to us).
Generally, our leases provide that the lessee will indemnify us for any loss or expense we incur as a result of the presence, use or release of hazardous materials on our property. However, our ultimate liability for environmental conditions may exceed the policy limits on any environmental insurance policies we obtain, if any. If we are unable to enforce the indemnification obligations of our lessees or if the amount of environmental insurance we carry is inadequate, our results of operations would be adversely affected.
InsuranceINSURANCE
Our tenants are generally required to maintain liability and property insurance coverage for the properties they lease from us pursuant to triple-net leases. Under such leases, our tenants are generally required to name us (and any of our lenders that have a mortgage on the property leased by the tenant) as additional insureds on their liability policies and additional named insured and/or loss payee (or mortgagee, in the case of our lenders) on their property policies. Tenants are required to maintain casualty coverage and most carry limits at 100% of replacement cost. Depending on the location of the property, losses of a catastrophic nature, such as those caused by earthquakes and floods, may be covered by insurance policies that are held by our tenant with limitations such as large deductibles or co-payments that a tenant may not be able to meet. In addition, losses of a catastrophic nature, such as those caused by wind/hail, hurricanes, terrorism or acts of war, may be uninsurable or not economically insurable. In the event there is damage to our properties that is not covered by insurance and such properties are subject to recourse indebtedness, we will continue to be liable for the indebtedness, even if these properties are irreparably damaged. See Item 1A. “Risk Factors - Risks Related to Our Business and Properties - Insurance on our properties may not adequately cover all losses and uninsured losses could materially and adversely affect us.”
In addition to being a co-insuredgenerally named as additional insureds on our tenants’ liability policies, we separately maintain commercial general liability coverage with per location limits of $1.0 million for each occurrence and $2.0 million general aggregate, and no policy maximum.aggregate. We also maintain primary property coverage on (i) all unleased properties, (ii) all properties for which such coverage is not required to be carried by a tenant and (iii) all properties for which we obtain such coverage but the costs of which are reimbursed by tenants. In addition, we maintain excess property coverage on all remaining properties and other property coverage as may be required by our lenders.

Item 1A. Risk Factors
Special Note Regarding Forward-Looking StatementsSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the federal securities laws. In particular, statements pertaining to our businessSecurities Act and growth strategies, investment, financing and leasing activities and trends in our business, including trends inSection 21E of the market for long-term, triple-net leases of freestanding, single-tenant properties, contain forward-looking statements.Exchange Act. When used in this Annual Report on Form 10-K, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximately” or “plan,” or the negative of these words and phrases or similar words or phrases whichthat are predictions of or indicate future events or trends and which do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management.
Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).
The following risks and uncertainties, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
industry and economic conditions;
volatility and uncertainty in the financial markets, including potential fluctuations in the CPI;
our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments;
the financial performance of our traditional retail tenants and the demand for traditional retail space, particularly with respect to challenges being experienced by general merchandise retailers;
our ability to diversify our tenant base and reduce the concentration of our significant tenant;
the nature and extent of future competition;

increases in our costs of borrowing as a result of changes in interest rates and other factors;
our ability to access debt and equity capital markets;
our ability to pay down, refinance, restructure and/or extend our indebtedness as it becomes due;
our ability and willingness to renew our leases upon expiration and to reposition our properties on the same or better terms upon expiration in the event such properties are not renewed by tenants or we exercise our rights to replace existing tenants upon default;
the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us or our major tenants;
our ability to manage our expanded operations;
our ability and willingness to maintain our qualification as a REIT;
uncertainties as to the completion and timing of our proposed Spin-Off, and the impact of the Spin-Off on our business; and
other risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental matters, illiquidity of real estate investments and potential damages from natural disasters.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.
Set forth below are some (but not all) of the risk factors that could adversely affect our business and financial performance. Because we operate in a highly competitive and rapidly changing environment, new risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can management assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

Risks Related to Our Business and PropertiesRISKS RELATED TO OUR BUSINESS AND PROPERTIES
Risks related to commercial real estate ownership could reduce the value of our properties.
Our core business is the ownership of real estate that is leased to retail, service and distribution companies on a triple-net basis. Accordingly, our performance is subject to risks inherent to the ownership of commercial real estate, including:
inability to collect rent from tenants due to financial hardship, including bankruptcy;
changes in local real estate markets resulting in the lack of availability or demand for single-tenant retail space;
changes in consumer trends and preferences that reduce the demand for products/services of our tenants;
inability to lease or sell properties upon expiration or termination of existing leases;
environmental risks related to the presence of hazardous or toxic substances or materials on our properties;
subjectivity of real estate valuations and changes in such valuations over time;
illiquid nature of real estate compared to most other financial assets;
changes in laws and regulations, including those governing real estate usage and zoning;
changes in interest rates and the availability of financing; and
changes in the general economic and business climate.
The occurrence of any of the risks described above may cause the value of our real estate to decline, which could materially and adversely affect us.
Credit and capital market conditions may adversely affect our access to and/or the cost of capital.
Periods of volatility in the credit and capital markets negatively affect the amounts, sources and cost of capital available to us. We primarily use external financing to fund acquisitions and to refinance indebtedness as it matures. If sufficient sources of external financing are not available to us on cost effective terms, we could be forced to limit our acquisition activity and/or to take other actions to fund our business activities and repayment of debt, such as selling assets. To the extent that we access capital at a higher cost (reflected in higher interest rates for debt financing or lower stock price for equity financing), our acquisition yields, earnings per share and cash flow could be adversely affected.

Our tenants may fail to successfully operate their businesses, which could adversely affect us.
The success of our investments is materially dependent on the financial stability of our tenants’ financial condition and leasing practices. Adverse economic conditions such as high unemployment levels, interest rates, tax rates and fuel and energy costs may have an impact on the results of operations and financial condition of our tenants and result in a decline in rent or an increased incidence of default under existing leases. Such adverse economic conditions may also reduce overall demand for rental space, which could adversely affect our ability to maintain our current tenants and attract new tenants.
At any given time, our tenants may experience a downturn in their business that may weaken the operating results and financial condition of individual properties or of their business as whole. As a result, a tenant may delay lease commencement, decline to extend a lease upon its expiration, fail to make rental payments when due, become insolvent or declare bankruptcy. We depend on our tenants to operate the properties we own in a manner which generates revenues sufficient to allow them to meet their obligations to us, including their obligations to pay rent, maintain certain insurance coverage and pay real estate taxes and maintain the properties in a manner so as not to jeopardize their operating licenses or regulatory status. The ability of our tenants to fulfill their obligations under our leases may depend, in part, upon the overall profitability of their operations. Cash flow generated by certain tenant businesses may not be sufficient for a tenant to meet its obligations to us. Although our occupied properties are generally operationally essential to our tenants, meaning the property is essential to the tenant’s generation of sales and profits, this does not guarantee that a tenant’s operations at a particular property will be successful or that the tenant will be able to meet all of its obligations to us. Our tenants’ failure to successfully operate their businesses could materially and adversely affect us.
Single-tenant leases involve particular and significant risks related to tenant default.
Our strategy focuses primarily on investing in single-tenant triple-net leased properties throughout the U.S. The financial failure of, or default in payment by, a single tenant under its lease is likely to cause a significant reduction in, or elimination of, our rental revenue from that property and a reduction in the value of the property. We may also experience difficulty or a significant delay in re-leasing or selling such property. This risk is magnified in situations where we lease

multiple properties to a single tenant under a master lease.lease, such as our three master leases with Shopko. The failure or default of a tenant under a master lease could reduce or eliminate rental revenue from multiple properties and reduce the value of such properties. Although the master lease structure may be beneficial to us because it restricts the ability of tenants to individually remove underperforming properties from the portfolio of properties leased from us, there is no guarantee that a tenant will not default in its obligations to us or decline to renew its master lease upon expiration. The default of a tenant that leases multiple properties from us could materially and adversely affect us.
A substantial number of our properties are leased to one tenant, Shopko, which may result in increased risk due to tenant and industry concentration.
As of December 31, 2017, Shopko represents our most significant tenant. Currently we lease 11699 properties to Shopko, primarily pursuant to 13three master leases.leases (relating to 59, 34 and 4 properties, respectively) and two single site leases, under which we received approximately $3.9 million in Contractual Rent per month. The Shopko leases are guaranteed by Specialty Retail Shops Holding Corp., the parent company of Shopko. Revenues generated from Shopko represented 8.2%7.7% of our Normalized Rental RevenueContractual Rent for the month ended December 31, 2016.2017. Because a significant portion of our revenues are derived from rental revenues received from Shopko, any default, breach or delay in the payment of rent by Shopko may materially and adversely affect us.
As a result of the significant number of properties leased to Shopko, our results of operations and financial condition are closely tiedsignificantly impacted to Shopko's performance under its leases, which is ultimately tied to the performance of its stores and the retail industry in which it operates. Shopko operates as a multi-department general merchandise retailer and retail health services provider primarily in mid-size and large communities in the Midwest, Pacific Northwest, North Central and Western Mountain states. Shopko is subject to the following risks, as well as other risks that we are not currently aware of, that could adversely affect its performance and thus its ability to pay rent to us:
The retail industry in which Shopko operates is highly competitive, which could impair its operations and liquidity, limit its growth opportunities and reduce profitability. Shopko competes with other discount retail merchants as well as mass merchants, catalog merchants, internet retailers and other general merchandise, apparel and household merchandise retailers. It faces strong competition from large national discount retailers, such as Walmart, Kmart and Target, and mid-tier merchants such as Kohl’s and J.C. Penney.

Shopko stores are geographically concentrated in the Midwest, Pacific Northwest, North Central and Western Mountain states. As a result, adverse economic conditions in these regions may materially and adversely affect its results of operations and retail sales.
The seasonality in retail operations may cause fluctuations in Shopko’s quarterly performance and results of operations and could adversely affect its cash flows.
Shopko stores are dependent on the efficient functioning of its distribution networks. Problems that cause delays or interruptions in the distribution networks could materially and adversely affect its results of operations.
Shopko stores depend on attracting and retaining quality employees. Many employees are entry-level or part-time with historically high rates of turnover.
IfBased on our monitoring of Shopko's financial information and recent liquidity events and other challenges, including bankruptcies, impacting the retail industry generally relative to recent years, we continue to be concerned about Shopko's ongoing ability to meet its obligations to us under its leases. Although Shopko is current on all of its obligations to us under its lease arrangements with us as of February 20, 2018, we can give you no assurance that this will continue to be the case, particularly if Shopko (not just the stores subject to leases with us) experiences a further decline in its business, financial condition orand results of operations itor loses access to liquidity. If such events were to occur, Shopko may request discounts or deferrals on the rents it pays to us, seek to terminate its master leases with us or close certain of its stores, or file for bankruptcy, all of which could significantly decrease the amount of revenue we receive from it.
While we seek to reduce the tenant concentration of Shopko, we may have difficulty in selling or leasing to other tenants the properties currently leased byto Shopko, due to, among other things, market demand or tax constraints. Furthermore, we can provide no assurance that we will deploy the proceeds from the disposition of any Shopko properties in a manner that would produce comparable or better yields.
A substantial portion of our properties are leased to unrated tenants and the tools we use to measure the credit quality of such tenants may not be accurate.
A substantial portion our properties are leased to unrated tenants whom we determine, through our internal underwriting and credit analysis, to be creditworthy.credit worthy. Many of our tenants are required to provide financial information, which includes balance sheet, income statement and cash flow statement data, on a quarterly and/or annual basis, and approximately 49.7%50.6% of our lease investment portfolio requires the tenant to provide property-level performance information, which includes income statement data on a quarterly and/or annual basis. To assist in our determination of a tenant’s credit quality, we license a product from Moody’s Analytics that provides an EDF and a “shadow rating,” and we evaluate a lease’s property-level rent coverage ratio. An EDF is only an estimate of default probability based, in part, on assumptions incorporated into the product. A shadow rating does not constitute a published credit rating and lacks the extensive company participation that is typically involved when a rating agency publishes a rating; accordingly, a shadow rating may not be as indicative of creditworthiness as a rating published by Moody’s, S&P, or another nationally

recognized statistical rating organization. Our calculations of EDFs, shadow ratings and rent coverage ratios are based on financial information provided to us by our tenants and prospective tenants without independent verification on our part, and we must assume the appropriateness of estimates and judgments that were made by the party preparing the financial information. If our measurement of credit quality proves to be inaccurate, we may be subject to defaults, and investors may view our cash flows as less stable.
Decrease in demand for traditional retail and restaurant space may materially and adversely affect us.
As of December 31, 2016,2017, leases representing approximately 69%34.1% and 17%16.6% of our Normalized Rental RevenueContractual Rent were with tenants in the traditional retail and restaurant industries, respectively, and we may acquire additional traditional retail and restaurant properties in the future. Accordingly, decreases in the demand for traditional retail and/or restaurant spaces adversely impact us. The market for traditional retail and restaurant space has previously been, and could continue to be, adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large traditional retail and restaurant companies, the ongoing consolidation in the traditional retail and restaurant industries, the excess amount of traditional retail and restaurant space in a number of markets and, in the case of the traditional retail industry, increasing consumer purchases through catalogs or over the Internet. To the extent that these conditions continue, they are likely to negatively affect market rents for traditional retail and restaurant space, which could materially and adversely affect us.
The proposed Spin-Off of almost all of our properties leased to Shopko, assets that collateralize Master Trust 2014 and certain other assets into an independent, publicly-traded REIT, SMTA, may not be completed on the currently contemplated timeline or terms, or at all, and may not achieve the intended benefits.

On August 3, 2017, we announced a plan to spin off our interests in almost all of our properties leased to Shopko, assets that collateralize Master Trust 2014 and certain other assets into an independent, publicly traded REIT. If we complete the Spin-Off, we expect we would make a distribution of stock issued by SMTA to our stockholders. We expect SMTA to elect to be treated and qualify for taxation as a REIT for U.S. federal income tax purposes. We currently expect we would complete the Spin-Off in the first half of 2018, although there can be no assurance as to whether or when the Spin-Off will occur, or the final structure of the Spin-Off. The completion of the Spin-Off will be subject to various conditions, including declaration by the SEC that SMTA's registration statement on Form 10 is effective, customary third-party consents and final approval and declaration of the distribution to our stockholders of SMTA stock by our Board of Directors. Such conditions and other unforeseen developments, including in the debt or equity markets or general market conditions, could delay or prevent the Spin-Off or cause the Spin-Off to occur on terms or conditions that are less favorable and/or different than anticipated. We also expect to incur significant expenses in connection with the Spin-Off
We may not be able to achieve the full strategic and financial benefits that we anticipate to result from the Spin-Off, or such benefits may be delayed or not occur at all. Additionally, we may experience negative reactions from financial markets if we do not complete the Spin-Off in a reasonable time period. Following the Spin-Off, the combined value of the common stock of the two publicly-traded companies may not be equal to or greater than what the value of our common stock would have been had the Spin-Off not occurred.
High geographic concentration of our properties could magnify the effects of adverse economic or regulatory developments in such geographic areas on our operations and financial condition.
As of December 31, 2016, 12.5%2017, 12.0% of our portfolio (as a percentage of Normalized Rental Revenue)Contractual Rent) was located in Texas, representing the highest concentration of our assets. Geographic concentration exposes us to greater economic or regulatory risks than if we owned a more geographically diverse portfolio. We are susceptible to adverse developments in the economic or regulatory environments of the geographic areas in which we concentrate (or in which we may develop a substantial concentration of assets in the future), such as business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate and other taxes or costs of complying with governmental regulations.
We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.
Our results of operations depend on our ability to strategically lease space in our properties (by renewing or re-leasing expiring leases and leasing vacant space), optimize our tenant mix or lease properties on more economically favorable terms. As of December 31, 2016,2017, leases representing approximately 3.6%2.8% of our rental revenue will expire during 2017.2018. As of December 31, 2016, 462017, 19 of our properties, representing approximately 1.8%0.8% of our total number ofeconomically yielding owned properties, were vacant.Vacant. Current tenants may decline, or may not have the financial resources available, to renew current leases and we cannot guarantee that leases that are renewed will have terms that are as economically favorable to us as the expiring lease terms. If tenants do not renew the leases as they expire, we will have to find new tenants to lease our properties and there is no guarantee that we will be able to find new tenants or that our properties will be re-leased at rental rates equal to or above the current average rental rates or that substantial rent abatements, tenant improvement allowances, early termination rights, below-market renewal options or other lease incentive payments will not be offered to attract new tenants. We may experience significant costs in connection with renewing, leasing or re-leasing a significant number of our properties, which could materially and adversely affect us.
Our ability to realize future rent increases will vary depending on changes in the CPI.
Most of our leases contain rent escalators, or provisions that periodically increase the base rent payable by the tenant under the lease. Although some of our rent escalators increase rent at a fixed amount on fixed dates, mostas of December 31, 2017, approximately 89.2% of our rent escalators increase rent by the lesser of (a) 1 to 1.25 timesa multiple of any increase in the CPI over a specified period or (b) a fixed percentage. If the product of any increase in the CPI multiplied by the applicable factor is less than the fixed percentage, the increased rent we are entitled to receive will be less than what we otherwise would have been entitled to receive if the rent escalator was based solely on a fixed percentage. Therefore, during periods of low inflation or deflation, small increases or decreases in the CPI will subject us to the risk of receiving lower rental revenue than we otherwise would have been entitled to receive if our rent escalators were based solely on fixed percentages or amounts. Conversely, if the product of any increase in the CPI multiplied by the applicable factor is more than the fixed percentage, the increased rent we are entitled to receive will be less than what we otherwise would have been entitled to receive if the rent escalator was based solely on an increase in CPI. Therefore, periods of high inflation will subject us to the risk of receiving lower rental revenue than we otherwise would have been entitled to receive if our rent escalators were based solely on CPI increases.

The bankruptcy or insolvency of any of our tenants could result in the termination of such tenant’s lease and material losses to us.
The occurrence of a tenant bankruptcy or insolvency could diminish the income we receive from that tenant’s lease or leases. In particular, the traditional retail industry is facing reductions in sales revenues and increased bankruptcies throughout the United States, and revenues generated from traditional retail tenants represented 34.1% of our Contractual Rent for the month ended December 31, 2017. If a tenant becomes bankrupt or insolvent, federal law may prohibit us from evicting such tenant based solely upon such bankruptcy or insolvency. In addition, a bankrupt or insolvent tenant may be authorized to reject and terminate its lease or leases with us. Any claims against such bankrupt tenant for unpaid future rent would be subject to statutory limitations that would likely result in our receipt of rental revenues that are substantially less than the contractually specified rent we are owed under the lease or leases. In addition, any claim we have for unpaid past rent, if any, may not be paid in full. We may also be unable to re-lease a terminated or rejected space or to re-lease it on comparable or more favorable terms.
Moreover, tenants who are considering filing for bankruptcy protection may request that we agree to amendments of their master leases to remove certain of the properties they lease from us under such master leases. We cannot guarantee that we will be able to sell or re-lease such properties or that lease termination fees, if any, received in exchange for such releases will be sufficient to make up for the rental revenues lost as a result of such lease amendments. As a result, tenant bankruptcies may materially and adversely affect us.
Property vacancies could result in significant capital expenditures and illiquidity.
The loss of a tenant, either through lease expiration or tenant bankruptcy or insolvency, may require us to spend significant amounts of capital to renovate the property before it is suitable for a new tenant. Many of the leases we enter into or acquire are for properties that are specially suited to the particular business of our tenants. Because these properties have been designed or physically modified for a particular tenant, if the current lease is terminated or not renewed, we may be required to renovate the property at substantial costs, decrease the rent we charge or provide other concessions in order to lease the property to another tenant. In the event we are required to sell the property, we may have difficulty selling it to a party other than the tenant due to the special purpose for which the property may have been designed or modified. This potential illiquidity may limit our ability to quickly modify our portfolio in response to changes in economic or other conditions, including tenant demand. These limitations may materially and adversely affect us.
Our future results will suffer if we do not effectively manage our expanded operations.
We may continue to expand our operations through additional acquisitions and other strategic transactions, and modernize our information technology and management systems through new systems implementations, some of which may involve complex challenges. Our future success will depend, in part, upon our ability to manage our expansion opportunities, integrate new operations into our existing business in an efficient and timely manner, successfully monitor our operations, costs and regulatory compliance, and develop and maintain other necessary systems, processes and internal controls. We cannot guarantee that our expansion or acquisition opportunities will be successful or that we will realize their expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.
We may be unable to identify and complete acquisitions of suitable properties, which may impede our growth, or our future acquisitions may not yield the returns we expect.
Our ability to expand through acquisitions requires us to identify and complete acquisitions or investment opportunities that are compatible with our growth strategy and to successfully integrate newly acquired properties into our portfolio. We continually evaluate investment opportunities and may acquire properties when strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully operate them may be constrained by the following significant risks:
we face competition from other real estate investors with significant capital, including REITs and institutional investment funds, which may be able to accept more risk than we can prudently manage, including risks associated with paying higher acquisition prices;
we face competition from other potential acquirers which may significantly increase the purchase price for a property we acquire, which could reduce our growth prospects;
we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete;

we may acquire properties that are not accretive to our results upon acquisition, and we may be unsuccessful in managing and leasing such properties in accordance with our expectations;

our cash flow from an acquired property may be insufficient to meet our required principal and interest payments with respect to debt used to finance the acquisition of such property;
we may discover unexpected items, such as unknown liabilities, during our due diligence investigation of a potential acquisition or other customary closing conditions may not be satisfied, causing us to abandon an acquisition opportunity after incurring expenses related thereto;
we may fail to obtain financing for an acquisition on favorable terms or at all;
we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
market conditions may result in higher than expected vacancy rates and lower than expected rental rates; or
we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
If any of these risks are realized, we may be materially and adversely affected.
Any material failure, weakness, interruption or breach in security of our information systems could prevent us from effectively operating our business.
We rely on information systems across our operations and corporate functions, including finance and accounting, and depend on such systems to ensure payment of obligations, collection of cash, data warehousing to support analytics, and other various processes and procedures. Our ability to efficiently manage our business depends significantly on the reliability and capacity of these systems. The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a breach in security of these systems, such as in the event of cyber-attacks, could result in the theft of intellectual property, personal information or personal property, damage to our reputation and third-party claims, as well as reduced efficiency in our operations and in the accuracy in our internal and external financial reporting. The remediation of such problems could result in significant unplanned expenditures.
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.
The real estate investments made, and expected to be made, by us are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial or investment conditions is limited. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objective by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, these risks could arise from weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions and changes in laws, regulations or fiscal policies of the jurisdiction in which a property is located.
In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms, which may materially and adversely affect us.
We face significant competition for tenants, which may decrease or prevent increases of the occupancy and rental rates of our properties, and competition for acquisitions may reduce the number of acquisitions we are able to complete and increase the costs of these acquisitions.
We compete with numerous developers, owners and operators of properties, many of which own properties similar to ours in the same markets in which our properties are located. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates or to offer more substantial rent abatements, tenant improvements,

early termination rights, below-market renewal options or other lease incentive payments in order to retain tenants

when our leases expire. Competition for tenants could decrease or prevent increases of the occupancy and rental rates of our properties, which could materially and adversely affect us.
We also face competition for acquisitions of real property from investors, including traded and non-traded public REITs, private equity investors and institutional investment funds, some of which have greater financial resources than we do, a greater ability to borrow funds to acquire properties and the ability to accept more risk than we can prudently manage. This competition may increase the demand for the types of properties in which we typically invest and, therefore, reduce the number of suitable acquisition opportunities available to us and increase the prices paid for such acquisition properties. This competition will increase if investments in real estate become more attractive relative to other types of investment. Accordingly, competition for the acquisition of real property could materially and adversely affect us.
The loss of a borrower or the failure of a borrower to make loan payments on a timely basis will reduce our revenues, which could lead to losses on our investments and reduced returns to our stockholders.
We have originated or acquired long-term, commercial mortgage and other loans. The success of our loan investments is materially dependent on the financial stability of our borrowers. The success of our borrowers is dependent on each of their individual businesses and their industries, which could be affected by economic conditions in general, changes in consumer trends and preferences and other factors over which neither they nor we have control. A default of a borrower on its loan payments to us that would prevent us from earning interest or receiving a return of the principal of our loan could materially and adversely affect us. In the event of a default, we may also experience delays in enforcing our rights as lender and may incur substantial costs in collecting the amounts owed to us and in liquidating any collateral.
Foreclosure and other similar proceedings used to enforce payment of real estate loans are generally subject to principles of equity, which are designed to relieve the indebted party from the legal effect of that party’s default. Foreclosure and other similar laws may limit our right to obtain a deficiency judgment against the defaulting party after a foreclosure or sale. The application of any of these principles may lead to a loss or delay in the payment on loans we hold, which in turn could reduce the amounts we have available to make distributions. Further, in the event we have to foreclose on a property, the amount we receive from the foreclosure sale of the property may be inadequate to fully pay the amounts owed to us by the borrower and our costs incurred to foreclose, repossess and sell the property which could materially and adversely affect us.
Our investments in mortgage loans may be affected by unfavorable real estate market conditions, including interest rate fluctuations, which could decrease the value of those loans.
Our investments in mortgage loans are subject to risk of default by the borrowers and to interest rate risks. To the extent we incur delays in liquidating defaulted mortgage loans, we may not be able to obtain all amounts due to us under such loans. Further, we will not know whether the values of the properties securing the mortgage loans will remain at the levels existing on the dates of origination of those mortgage loans or the dates of our investment in the loans. If the values of the underlying properties decline, the value of the collateral securing our mortgage loans will also decline and if we were to foreclose on any of the properties securing the mortgage loans, we may not be able to sell or lease them for an amount equal to the unpaid amounts due to us under the mortgage loans. As such, defaults on mortgage loans in which we invest may materially and adversely affect us.
Inflation may materially and adversely affect us and our tenants.
Increased inflation could have a negative impact on variable-rate debt we currently have or that we may incur in the future. Our leases typically contain provisions designed to mitigate the adverse impact of inflation on our results of operations. Because tenants are typically required to pay all property operating expenses, increases in property-level expenses at our leased properties generally do not affect us. However, increased operating expenses at vacant properties and the limited number of properties that are not subject to full triple-net leases could cause us to incur additional operating expenses, which could increase our exposure to inflation. Additionally, the increases in rent provided by many of our leases may not keep up with the rate of inflation. Increased costs may also have an adverse impact on our tenants if increases in their operating expenses exceed increases in revenue, which may adversely affect the tenants’ ability to pay rent owed to us.

The market price and trading volume of our common stock may fluctuate or decline.
The market price and trading volume of our common stock may fluctuate widely due to various factors, including:
actual or anticipated variations in our or our competitors' quarterly operating results or distributions;
publication of research reports about us, our competitors or the real estate industry;
adverse market reaction to any additional indebtedness we incur or debt or equity securities we or the Operating Partnership issue in the future;
additions or departures of key management personnel;
changes in our credit ratings;
the financial condition, performance and prospects of our tenants; and
the realization of any of the other risk factors presented in this Annual Report on Form 10-K.
We may issue shares of our common stock or other securities without stockholder approval, including shares issued to satisfy REIT dividend distribution requirements. The Operating Partnership may issue partnership interests to third parties, and such partnership interests would be exchangeable for cash or, at our election, shares of our common stock at specified ratios set when partnership interests in the Operating Partnership are issued. Our existing stockholders have no preemptive rights to acquire any of these securities, and any issuance of equity securities by us or the Operating Partnership may dilute stockholder investment.
If we fail to maintain effective internal controls over financial reporting, we may not be able to accurately and timely report our financial results.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports, effectively prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We are required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002.
In October 2016, we identified a deficiency in our internal control over financial reporting, which was considered to be a material weakness and led to the restatement of our audited consolidated financial statements for the year ended December 31, 2015 and our interim unaudited consolidated financial statements for the quarters ended March 31, 2015, June 30, 2015, September 30, 2015, March 31, 2016 and June 30, 2016. The Public Company Accounting Oversight Board’s Auditing Standard No. 5 defines a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. The identified material weakness related to our failure to maintain effective procedures and controls over the evaluation of and accounting for goodwill related to the disposal of assets and the allocation of goodwill to held for sale assets in determining impairment charges. To fully remediate the material weakness, we designed and implemented additional controls, including the performance of additional analyses and procedures. The Company has remediated the material weakness as-of December 31, 2016. However, there is no assurance that other deficiencies will not be identified in the future.
As a result of material weaknesses or significant deficiencies that may be identified in our internal control over financial reporting in the future, we may also identify certain deficiencies in some of our disclosure controls and procedures that we believe require remediation. If we or our independent registered public accounting firm discover any such weaknesses or deficiencies, we will make efforts to further improve our internal control over financial reporting controls. However, there is no assurance that we will be successful. Any failure to maintain effective controls or timely effect any necessary improvement of our internal control over financial reporting controls could harm operating results or cause us to fail to meet our reporting obligations, which could affect the listing of our common stock on the NYSE. Ineffective internal control over financial reporting and disclosure controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the per share trading price of our common stock.
Changes in market interest rates may adversely impact the value of our common stock.
The market price of our common stock will generally be influenced by the dividend yield on our common stock (as a percentage of the price of our common stock) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historical rates, may lead prospective purchasers of shares of our common

stock to expect a higher dividend yield. However, higher market interest rates would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our common stock to decrease.
Our growth depends on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all.
In order to maintain our qualification as a REIT, we are required under the Code to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gain. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, we may rely on third-party sources to fund our capital needs. We may not be able to obtain the financing on favorable terms or at all. Any additional debt we

incur will increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on:
general market conditions;
the market’s perception of our growth potential;
our current debt levels;
our current and expected future earnings;
our cash flow and cash distributions; and
the market price per share of our common stock.
If we cannot obtain capital from third-party sources, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.
Historically, we have raised a significant amount of debt capital through our Spirit Master Funding Program and the CMBS market. We have generally used the proceeds from these financings to repay debt and fund real estate acquisitions. As of December 31, 2016,2017, we had issued notes under our Spirit Master Funding Program in eightnine different classes over fivesix separate issuances with an aggregate outstanding principal balance of $1.67$2.25 billion. The Master Trust Notes had a weighted average maturity of 6.25.2 years as of December 31, 2016.2017. In addition, we had CMBS loans with an aggregate outstanding principal balance of $0.53$0.33 billion and an average maturity of 3.84.6 years as of December 31, 2016.2017. Our obligations under these loans are generally secured by liens on certain of our properties. In the case of our Spirit Master Funding Program, subject to certain conditions, we may substitute real estate collateral within our two securitization trusts from time to time. No assurance can be given that the CMBS market will be available to us in the future, whether to refinance existing debt or to raise additional debt capital. Moreover, we view our ability to substitute collateral under our Spirit Master Funding Program favorably, and no assurance can be given that financing facilities offering similar flexibility will be available to us in the future.
Dispositions of real estate assets could change the holding period assumption in our valuation analyses, which could result in material impairment losses and adversely affect our financial results.
We evaluate real estate assets for impairment based on the projected cash flow of the asset over our anticipated holding period. If we change our intended holding period due to our intention to sell or otherwise dispose of an asset, we must reevaluate whether that asset is impaired under GAAP. Depending on the carrying value of the property at the time we change our intention and the amount that we estimate we would receive on disposal, we may record an impairment loss that would adversely affect our financial results. This loss could be material to our assets in the period that it is recognized.
Loss of our key personnel with long-standing business relationships could materially impair our ability to operate successfully.
Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel, particularly our President and Chief Executive Officer, and Chairman of our board of directors, Thomas H. Nolan, Jr., our President and Chief Operating Officer, Jackson Hsieh, our Executive Vice President and Chief Financial Officer, Phillip D. Joseph, Jr., and our Executive Vice President and Chief Acquisitions Officer, Boyd Messmann, who havehas extensive market knowledge and relationships and exerciseexercises substantial influence over our operational, financing, acquisition and disposition activity. Among the reasons that they are important to our success is that each has a national

or regional industry reputation that attracts business and investment opportunities and assists us in negotiations with lenders, existing and potential tenants and industry personnel.
Many of our other key executive personnel, particularly our executive and senior vice presidents, also have extensive experience and strong reputations in the real estate industry and have been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel and arranging necessary financing. In particular, the extent and nature of the relationships that these individuals have developed with financial institutions and existing and prospective tenants is critically important to the success of our business. The loss of services of one or more members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry personnel, which could materially and adversely affect us.

We may become subject to litigation, which could materially and adversely affect us.

In the ordinary course of business, we may become subject to litigation, including claims relating to our operations, security offerings and otherwise. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. We generally intend to vigorously defend ourselves. However, we cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby materially and adversely affecting us. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers.
Costs of compliance with, or liabilities related to, environmental laws may materially and adversely affect us.
The properties we own or have owned in the past may subject us to known and unknown environmental liabilities. Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating from such property, including costs to investigate, clean up such contamination and liability for harm to natural resources. We may face liability regardless of:
our knowledge of the contamination;
the timing of the contamination;
the cause of the contamination; or
the party responsible for the contamination of the property.
There may be environmental liabilities associated with our properties of which we are unaware. We obtain Phase I environmental site assessments on all properties we finance or acquire. The Phase I environmental site assessments are limited in scope and therefore may not reveal all environmental conditions affecting a property. Therefore, there could be undiscovered environmental liabilities on the properties we own. Some of our properties use, or may have used in the past, underground tanks for the storage of petroleum-based products or waste products that could create a potential for release of hazardous substances or penalties if tanks do not comply with legal standards. If environmental contamination exists on our properties, we could be subject to strict, joint and/or several liability for the contamination by virtue of our ownership interest. Some of our properties may contain ACM. Strict environmental laws govern the presence, maintenance and removal of ACM and such laws may impose fines and penalties for failure to comply with these requirements or expose us to third-party liability (e.g., liability for personal injury associated with exposure to asbestos). Strict environmental laws also apply to other activities that can occur on a property, such as air emissions and water discharges, and such laws may impose fines and penalties for violations.
The presence of hazardous substances on a property may adversely affect our ability to sell, lease or improve the property or to borrow using the property as collateral. In addition, environmental laws may create liens on contaminated properties in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which they may be used or businesses may be operated, and these restrictions may require substantial expenditures.

In addition, although our leases generally require our tenants to operate in compliance with all applicable laws and to indemnify us against any environmental liabilities arising from a tenant’s activities on the property, we could be subject to strict liability by virtue of our ownership interest. We cannot be sure that our tenants will, or will be able to, satisfy their indemnification obligations, if any, under our leases. Furthermore, the discovery of environmental liabilities on any of our properties could lead to significant remediation costs or to other liabilities or obligations attributable to the tenant of that property, which may affect such tenant’s ability to make payments to us, including rental payments and, where applicable, indemnification payments.
Our environmental liabilities may include property damage, personal injury, investigation and clean-up costs. These costs could be substantial. Although we may obtain insurance for environmental liability for certain properties that are deemed to warrant coverage, our insurance may be insufficient to address any particular environmental situation and we may be unable to continue to obtain insurance for environmental matters, at a reasonable cost or at all, in the future. If our environmental liability insurance is inadequate, we may become subject to material losses for environmental liabilities. Our ability to receive the benefits of any environmental liability insurance policy will depend on the financial stability of our insurance company and the position it takes with respect to our insurance policies. If we were to become subject to significant environmental liabilities, we could be materially and adversely affected.

Most of the environmental risks discussed above refer to properties that we own or may acquire in the future. However, each of the risks identified also applies to the owners (and potentially, the lessees) of the properties that secure each of the loans we have made and any loans we may acquire or make in the future. Therefore, the existence of environmental conditions could diminish the value of each of the loans and the abilities of the borrowers to repay the loans and could materially and adversely affect us.
Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediation.
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing, as exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, should our tenants or their employees or customers be exposed to mold at any of our properties we could be required to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, exposure to mold by our tenants or others could subject us to liability if property damage or health concerns arise. If we were to become subject to significant mold-related liabilities, we could be materially and adversely affected.
Insurance on our properties may not adequately cover all losses, which could materially and adversely affect us.
Our tenants are required to maintain liability and property insurance coverage for the properties they lease from us pursuant to triple-net leases. Pursuant to such leases, our tenants are generally required to name us (and any of our lenders that have a mortgage on the property leased by the tenant) as additional insureds on their liability policies and additional named insured and/or loss payee (or mortgagee, in the case of our lenders) on their property policies. All tenants are required to maintain casualty coverage and most carry limits at 100% of replacement cost. Depending on the location of the property, losses of a catastrophic nature, such as those caused by earthquakes and floods, may be covered by insurance policies that are held by our tenant with limitations such as large deductibles or co-payments that a tenant may not be able to meet. In addition, losses of a catastrophic nature, such as those caused by wind/hail, hurricanes, terrorism or acts of war, may be uninsurable or not economically insurable. In the event there is damage to our properties that is not covered by insurance and such properties are subject to recourse indebtedness, we will continue to be liable for the indebtedness, even if these properties are irreparably damaged.
Inflation, changes in building codes and ordinances, environmental considerations, and other factors, including terrorism or acts of war, may make any insurance proceeds we receive insufficient to repair or replace a property if it is damaged or destroyed. In that situation, the insurance proceeds received may not be adequate to restore our economic position with respect to the affected real property. Furthermore, in the event we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing specifications without significant capital expenditures which may exceed any amounts received pursuant to insurance policies, as reconstruction or improvement of such a property would likely require significant upgrades to meet zoning and building code requirements. The loss of our capital investment in or anticipated future returns from our properties due to material uninsured losses could materially and adversely affect us.

Compliance with the ADA and fire, safety and other regulations may require us to make unanticipated expenditures that materially and adversely affect us.
Our properties are subject to the ADA. Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. Compliance with the ADA requirements could require removal of access barriers and non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While our tenants are obligated by law to comply with the ADA and typically obligated under our leases and financing agreements to cover costs associated with compliance, if required changes involve greater expenditures than anticipated or if the changes must be made on a more accelerated basis than anticipated, our tenants' ability to cover the costs could be adversely affected. We may be required to expend our own funds to comply with the provisions of the ADA, which could materially and adversely affect us.
In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements and may be required to obtain approvals from various authorities with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our existing properties. There can be no assurance that existing

laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulations will not be adopted that increase such delays or result in additional costs. Additionally, failure to comply with any of these requirements could result in the imposition of fines by governmental authorities or awards of damages to private litigants. While we intend to only acquire properties that we believe are currently in substantial compliance with all regulatory requirements, these requirements may change and new requirements may be imposed which would require significant unanticipated expenditures by us and could materially and adversely affect us.
As a result of acquiring C corporations in carry-over basis transactions, we may inherit material tax liabilities and other tax attributes from such acquired corporations, and we may be required to distribute earnings and profits.
From time to time, we have and may continue to acquire C corporations in transactions in which the basis of the corporations’ assets in our hands is determined by reference to the basis of the assets in the hands of the acquired corporations, or carry-over basis transactions.
If we acquire any asset from a corporation that is or has been a C corporation in a carry-over basis transaction, and we subsequently recognize gain on the disposition of the asset during the five-year period beginning on the date on which we acquired the asset, then we will be required to pay tax at the highest regular corporate tax rate on this gain to the extent of the excess of (1) the fair market value of the asset over (2) our adjusted basis in the asset, in each case determined as of the date on which we acquired the asset. Any taxes we pay as a result of such gain would reduce the amount available for distribution to our stockholders. The imposition of such tax may require us to forgo an otherwise attractive disposition of any assets we acquire from a C corporation in a carry-over basis transaction, and as a result may reduce the liquidity of our portfolio of investments. In addition, in such a carry-over basis transaction, we will succeed to any tax liabilities and earnings and profits of the acquired C corporation. To qualify as a REIT, we must distribute any non-REIT earnings and profits by the close of the taxable year in which such transaction occurs. Any adjustments to the acquired corporation’s income for taxable years ending on or before the date of the transaction, including as a result of an examination of the corporation’s tax returns by the IRS, could affect the calculation of the corporation’s earnings and profits. If the IRS were to determine that we acquired non-REIT earnings and profits from a corporation that we failed to distribute prior to the end of the taxable year in which the carry-over basis transaction occurred, we could avoid disqualification as a REIT by paying a “deficiency dividend.” Under these procedures, we generally would be required to distribute any such non-REIT earnings and profits to our stockholders within 90 days of the determination and pay a statutory interest charge at a specified rate to the IRS. Such a distribution would be in addition to the distribution of REIT taxable income necessary to satisfy the REIT distribution requirement and may require that we borrow funds to make the distribution even if the then-prevailing market conditions are not favorable for borrowings. In addition, payment of the statutory interest charge could materially and adversely affect us.
Changes in accounting standards may materially and adversely affect us.
From time to time the FASB, 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 will govern the preparation of our financial statements. These changes could materially and adversely affect 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 materially and adversely affect our tenants’ reported financial condition or results of operations and affect their preferences regarding leasing real estate.
The SEC is currently considering whether issuers in the U.S. should be required to prepare financial statements in accordance with IFRS instead of GAAP. IFRS is a comprehensive set of accounting standards promulgated by the IASB, which are rapidly gaining worldwide acceptance. The SEC currently has not finalized the timeframetime frame it expects that U.S. issuers would first report under the new standards. If IFRS is adopted, the potential issues associated with lease accounting, along with other potential changes associated with the adoption or convergence with IFRS, may materially and adversely affect us.
Additionally, the FASB is considering various changes to GAAP, some of which may be significant, as part of a joint effort with the IASB to converge accounting standards. In particular, FASB issued a new accounting standard that requires companies to capitalize all leases on their balance sheets by recognizing a lessee’s rights and obligations. For public companies, this new standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Many companies that account for certain leases on an “off balance sheet” basis would be required to account for such leases “on balance sheet” upon adoption of this rule. This change removes many of the differences in the way companies account for owned property and leased property, and could have a

material effect on various aspects of our tenants’ businesses, including their credit quality and the factors they consider in deciding whether to own or lease properties. Additionally, it could cause companies that lease properties to prefer shorter lease terms in an effort to reduce the leasing liability required to be recorded on the balance sheet. This new standard could also make lease renewal options less attractive, because, under certain circumstances, the rule would require a tenant to assume that a renewal right will be exercised and accrue a liability relating to the longer lease term.
In the future, we may choose to acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets.
In the future we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership interests in the Operating Partnership, which may result in stockholder dilution. This acquisition structure may 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 protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.
Risks Related to Our IndebtednessRISKS RELATED TO OUR INDEBTEDNESS
We have approximately $3.75$3.74 billion principal balance of indebtedness outstanding, which may expose us to the risk of default under our debt obligations, limit our ability to obtain additional financing or affect the market price of our common stock or debt securities.
As of December 31, 2016,2017, the total principal balance outstanding on our indebtedness was approximately $3.75$3.74 billion, of which $420.0the $112.0 million outstanding under the Term Loan and $86.0 million outstanding under the 2015Revolving Credit Facility incurincurs interest at a variable rate. We may also incur significant additional debt to finance future investment activities. Payments of principal and interest on borrowings may leave us with insufficient cash resources to meet our cash needs or make the distributions to our common stockholders necessary to maintain our REIT qualification. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:
our cash flow may be insufficient to meet our required principal and interest payments;
cash interest expense and financial covenants relating to our indebtedness may limit or eliminate our ability to make distributions to our common stockholders;
we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon acquisition opportunities or meet operational needs;
we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
for our variable interest rate debt, increases in interest rates could increase our interest expense;
we may be unable to hedge floating rate debt, counterparties may fail to honor their obligations under any hedge agreements we enter into, such agreements may not effectively hedge interest rate fluctuation risk,

and, upon the expiration of any hedge agreements we enter into, we would be exposed to then-existing market rates of interest and future interest rate volatility;
we may be forced to dispose of properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject;
we may default on our obligations and the lenders or mortgagees may foreclose on our properties or our interests in the entities that own the properties that secure their loans and receive an assignment of rents and leases;
we may be restricted from accessing some of our excess cash flow after debt service if certain of our tenants fail to meet certain financial performance metric thresholds;
we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and
our default under any loan with cross-default provisions could result in a default on other indebtedness.
Changes in our leverage ratios may also negatively impact the market price of our equity or debt securities. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code.

Current market conditions could adversely affect our ability to refinance existing indebtedness or obtain additional financing for growth on acceptable terms or at all.
Over the last few years, the credit markets have experienced significant price volatility, displacement and liquidity disruptions, including the bankruptcy, insolvency or restructuring of certain financial institutions. These circumstances have materially impacted liquidity in the financial markets, making financing terms for borrowers less attractive, and in certain cases, have resulted in the unavailability of various types of debt financing. As a result, we may be unable to obtain debt financing on favorable terms or at all or fully refinance maturing indebtedness with new indebtedness. Reductions in our available borrowing capacity or inability to obtain credit when required or when business conditions warrant could materially and adversely affect us.
Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. Higher interest rates on newly incurred debt may negatively impact us as well. If interest rates increase, our interest costs and overall costs of capital will increase, which could materially and adversely affect us. Total debt service, including scheduled principal maturities and interest, for 20172018 and 20182019 is $372.7$401.4 million and $795.2$712.2 million, respectively. Debt service for 20172018 also includes $26.6$64.3 million for the acceleration of principal payable following an event of default under 26 separate CMBS loans with stated maturities in 2017.2018.
Some of our financing arrangements involve balloon payment obligations.
Some of our financings require us to make a lump-sum or “balloon” payment at maturity. Our ability to make any balloon payment is uncertain and may depend on our ability to obtain additional financing or our ability to sell our properties. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or sell our properties at a price sufficient to make the balloon payment, if at all. If the balloon payment is refinanced at a higher rate, it will reduce or eliminate any income from our properties. Our inability to meet a balloon payment obligation, through refinancing or sale proceeds, or refinancing on less attractive terms could materially and adversely affect us. We have balloon maturities, excluding debt extendible at our option, of $187.9$189.3 million and $182.8$514.5 million in 20172018 and 2018,2019, respectively, including $26.6$64.3 million on defaulted loans. If we are unable to refinance these maturities or otherwise retire the indebtedness by that time, we could be materially adversely affected, and could be forced to relinquish the related collateral.
The agreements governing our indebtedness contain restrictions and covenants which may limit our ability to enter into or obtain funding for certain transactions, operate our business or make distributions to our preferred and common stockholders.
The agreements governing our indebtedness contain restrictions and covenants that limit or will limit our ability to operate our business. These covenants, as well as any additional covenants to which we may be subject in the future because of additional indebtedness, could cause us to forgo investment opportunities, reduce or eliminate distributions to our preferred and common stockholders or obtain financing that is more expensive than financing we could obtain if we were not subject to the covenants. In addition, the agreements may have cross default provisions, which provide that a default under one of our financing agreements would lead to a default on some or all of our debt financing agreements.

If an event of default occurs under certain of our CMBS loans, if the master tenants at the properties that secure the CMBS loans fail to maintain certain EBITDAR ratios or if an uncured monetary default exists under the master leases, then a portion of or all of the cash which would otherwise be distributed to us may be restricted by the lenders and unavailable to us until the terms are cured or the debt refinanced. If the financial performance of the collateral for our indebtedness under our Spirit Master Funding Program fails to achieve certain financial performance criteria, cash from such collateral may be unavailable to us until the terms are cured or the debt refinanced. Such cash sweep triggering events have occurred previously and may be ongoing from time to time. The occurrence of these events limit the amount of cash available to us for use in our business and could limit or eliminate our ability to make distributions to our common stockholders.

The covenants and other restrictions under our debt agreements affect, among other things, our ability to:
incur indebtedness;
create liens on assets;
sell or substitute assets;
modify certain terms of our leases;
prepay debt with higher interest rates;
manage our cash flows; and
make distributions to equity holders.
Additionally, these restrictions may adversely affect our operating and financial flexibility and may limit our ability to respond to changes in our business or competitive environment, all of which may materially and adversely affect us.
Risks Related to Our Organizational StructureRISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE
Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction, even if such a change in control may be in the interest of our stockholders.
Our charter contains certain restrictions on ownership and transfer of our stock. Our charter contains various provisions that are intended to preserve our qualification as a REIT and, subject to certain exceptions, authorize our directors to take such actions as are necessary or appropriate to preserve our qualification as a REIT. For example, our charter prohibits the actual, beneficial or constructive ownership by any person of more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock or more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock. Our boardBoard of directors,Directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from these ownership limits if certain conditions are satisfied. The restrictions on ownership and transfer of our stock may:
discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests; or
result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.
We could increase the number of authorized shares of stock, classify and reclassify unissuedun-issued stock and issue stock without stockholder approval. Our boardBoard of directors,Directors, without stockholder approval, has the power under our charter to amend our charter to increase the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue, to authorize us to issue authorized but unissuedun-issued shares of our common stock or preferred stock and to classify or reclassify any unissuedun-issued shares of our common stock or preferred stock into one or more classes or series of stock and to set the terms of such newly classified or reclassified shares. As a result, we may issue one or more series or classes of common stock or preferred stock with preferences, dividends, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of our common stockholders. Although our boardBoard of directorsDirectors has no such intention at the present time, it could establish a class or series of common stock or preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest. Certain provisions of the MGCL may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under

circumstances that otherwise could provide our common stockholders with the opportunity to realize a premium over the then-prevailing market price of such shares, including:
“business combination” provisions that, subject to certain limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or of an affiliate of ours or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within a two-year period immediately prior to the date in question) or any affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested

stockholder, and thereafter impose fair price and/or supermajoritysuper-majority and stockholder voting requirements on these combinations; and
“control share” provisions that provide that a holder of “control shares” of our Company (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) has no voting rights with respect to those shares except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
As permitted by the MGCL, we have elected, by resolution of our boardBoard of directors,Directors, to opt out of the business combination provisions of the MGCL and, pursuant to a provision in our bylaws, to exempt any acquisition of our stock from the control share provisions of the MGCL. However, our boardBoard of directorsDirectors may by resolution elect to repeal the exemption from the business combination provisions of the MGCL and may by amendment to our bylaws opt into the control share provisions of the MGCL at any time in the future, whether before or after an acquisition of control shares.
Certain provisions of the MGCL permit our boardBoard of directors,Directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain corporate governance provisions, some of which (for example, a classified board) are not currently applicable to us. These provisions may have the effect of limiting or precluding a third party from making an unsolicited acquisition proposal for us or of delaying, deferring or preventing a change in control of us under circumstances that otherwise could be in the best interests of our stockholders. Our charter contains a provision whereby we elect, at such time as we become eligible to do so, to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our boardBoard of directors.Directors.
Termination of the employment agreements with certain members of our senior management team could be costly and prevent a change in control of our company.
The employment agreements with certain members of our senior management team provide that if their employment with us terminates under certain circumstances (including in connection with a change in control of our company), we may be required to pay them significant amounts of severance compensation, thereby making it costly to terminate their employment. Furthermore, these provisions could delay or prevent a transaction or a change in control of our Company that might involve a premium paid for shares of our common stock or otherwise be in the best interests of our stockholders.
Our boardBoard of directorsDirectors may change our investment and financing policies without stockholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations.
Our investment and financing policies are exclusively determined by our boardBoard of directors.Directors. Accordingly, our stockholders do not control these policies. Further, our organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our boardBoard of directorsDirectors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged, which could result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk. Changes to our policies with regards to the foregoing could materially and adversely affect us.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.
As permitted by Maryland law, our charter limits the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:
actual receipt of an improper benefit or profit in money, property or services; or
active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.
As a result, we and our stockholders have rights against our directors and officers that are more limited than might otherwise exist. Accordingly, in the event that actions taken in good faith by any of our directors or officers impede the performance of our company, our stockholders' and our ability to recover damages from such director or officer will be limited. In addition, our charter authorizes us to obligate our company, and our bylaws require us, to indemnify our directors and officers for actions taken by them in those and certain other capacities to the maximum extent permitted by Maryland law.

We are a holding company with no direct operations and will rely on funds received from the Operating Partnership to pay liabilities.
We are a holding company and conduct substantially all of our operations through the Operating Partnership. We do not have, apart from an interest in the Operating Partnership, any independent operations. As a result, we rely on distributions from the Operating Partnership to pay any dividends we might declare on shares of our common stock. We also rely on distributions from the Operating Partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from the Operating Partnership. In addition, because we are a holding company, stockholder 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, our assets and those of the Operating Partnership and its subsidiaries will be able to satisfy the claims of our stockholders only after all of our and the Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.
We own directly or indirectly 100% of the interests in the Operating Partnership. However, in connection with our future acquisition of properties or otherwise, we may issue partnership interests of the Operating Partnership to third parties. Such issuances would reduce our ownership in the Operating Partnership. Because our stockholders will not directly own partnership interests of the Operating Partnership, they will not have any voting rights with respect to any such issuances or other partnership level activities of the Operating Partnership.
Conflicts of interest could arise in the future between the interests of our stockholders and the interests of holders of partnership interests in the Operating Partnership, which may impede business decisions that could benefit our stockholders.
Conflicts of interest could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and the Operating Partnership or any future partner thereof, on the other. Our directors and officers have duties to our company under applicable Maryland law in connection with the management of our company. At the same time, one of our wholly-owned subsidiaries, OP Holdings, as the general partner of the Operating Partnership, has fiduciary duties and obligations to the Operating Partnership and its future limited partners under Delaware law and the partnership agreement of the Operating Partnership in connection with the management of the Operating Partnership. The fiduciary duties and obligations of OP Holdings, as general partner of the Operating Partnership, and its future partners may come into conflict with the duties of the directors and officers of our company.
Under the terms of the partnership agreement of the Operating Partnership, if there is a conflict between the interests of our stockholders on one hand and any future limited partners on the other, we will endeavor in good faith to resolve the conflict in a manner not adverse to either our stockholders or any future limited partners; provided, however, that for so long as we own a controlling interest in the Operating Partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or any future limited partners shall be resolved in favor of our stockholders.
The partnership agreement also provides that the general partner will not be liable to the Operating Partnership, its partners or any other person bound by the partnership agreement for monetary damages for losses sustained, liabilities incurred or benefits not derived by the Operating Partnership or any future limited partner, except for liability for the general partner’s intentional harm or gross negligence. Moreover, the partnership agreement provides that the Operating Partnership is required to indemnify the general partner and its members, managers, managing members, officers, employees, agents and designees from and against any and all claims that relate to the operations of the

Operating Partnership, except (1) if the act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active or deliberate dishonesty, (2) for any transaction for which the indemnified party received an improper personal benefit, in money, property or services or otherwise in violation or breach of any provision of the partnership agreement or (3) in the case of a criminal proceeding, if the indemnified person had reasonable cause to believe that the act or omission was unlawful.
Risks Related to Taxes and Our Status as aRISKS RELATED TO TAXES AND OUR STATUS AS A REIT
Failure to qualify as a REIT would materially and adversely affect us and the value of our common stock.
We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2005 and we intend to continue operating in such a manner. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT and the statements in this Annual Report on Form 10-K are not binding on the IRS or any court. Therefore, we cannot guarantee that we have qualified as a REIT or that we will remain qualified as such in the future. If we lose

our REIT status, we will face significant tax consequences that would substantially reduce our cash available for distribution to our stockholders for each of the years involved because:
we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates;
we could be subject to the federal alternative minimum tax for tax years prior to 2018 and increased state and local taxes; and
unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.
Any such corporate tax liability could be substantial and would reduce our cash available for, among other things, our operations and distributions to stockholders. In addition, if we fail to qualify as a REIT, we will not be required to make distributions to our stockholders. As a result of all these factors, our failure to qualify as a REIT also could impair our ability to expand our business and raise capital, and could materially and adversely affect the trading price of our common stock.
Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the ownership of our stock, requirements regarding the composition of our assets and a requirement that at least 95% of our gross income in any year must be derived from qualifying sources, such as “rents from real property.” Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may materially and adversely affect our investors, our ability to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.
Even if we qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local income, property and excise taxes on our income or property and, in certain cases, a 100% penalty tax, in the event we sell property as a dealer. In addition, our TRS will be subject to income tax as regular corporations in the jurisdictions in which they operate.
If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.
The Operating Partnership is currently treated as a partnership for federal income tax purposes and, therefore, is not subject to federal income tax on its income. Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, such partner’s share of its income. We cannot assure you that the IRS will not challenge the status of the Operating Partnership or any other subsidiary partnership or limited liability company in which we own an interest as a disregarded entity or partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating the Operating Partnership or any such other subsidiary partnership or limited liability company as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of the Operating Partnership or any subsidiary partnerships or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause it to

become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including us.
Our ownership of taxable REIT subsidiariesTRSs is subject to certain restrictions, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our taxable REIT subsidiariesTRSs are not conducted on arm’s lengtharm’s-length terms.
Our TRSTRSs may acquire securities in additional taxable REIT subsidiariesTRSs in the future. A taxable REIT subsidiary is a corporation, other than a REIT, in which a REIT directly or indirectly holds stock and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a taxable REIT subsidiaryTRS owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a taxable REIT subsidiary.TRS. Other than some activities relating to lodging and health care facilities, a taxable REIT subsidiaryTRS may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A taxable REIT subsidiaryTRS is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a taxable REIT subsidiaryTRS and its parent REIT that are not conducted on an arm’s length basis.
A REIT’s ownership of securities of a taxable REIT subsidiaryTRS is not subject to the 5% or 10% asset tests applicable to REITs. Not more than 25% of the value of our total assets may be represented by securities (including securities of taxable REIT subsidiaries)TRSs), other than

those securities includable in the 75% asset test, and, for taxable years beginning after December 31, 2017, not more than 20% of the value of our total assets may be represented by securities of taxable REIT subsidiaries.TRSs. We anticipate that the aggregate value of the stock and securities of any TRS and other nonqualifying assets that we own will be less than 25% (or 20%, as applicable) of the value of our total assets, and we will monitor the value of these investments to ensure compliance with applicable ownership limitations. In addition, we intend to structure our transactions with any TRS that we own to ensure that they are entered into on arm’s length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the above limitations or to avoid application of the 100% excise tax discussed above.
We may be forced to borrow funds to maintain our REIT status, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, which could materially and adversely affect us.
To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, determined without regard to the dividends paid deduction and excluding any net capital gains, and we will be subject to regular corporate income taxes on our undistributed taxable income to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. In order to maintain our REIT status and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among other things, differences in timing between the actual receipt of cash and recognition of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market’s perception of our growth potential, our current debt levels, the market price of our common stock, and our current and potential future earnings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could materially and adversely affect us.
The IRS may treat sale-leaseback transactions as loans, which could jeopardize our REIT status or require us to make an unexpected distribution.
The IRS may take the position that specific sale-leaseback transactions that we treat as leases are not true leases for federal income tax purposes but are, instead, financing arrangements or loans. If a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT asset tests, the income tests or distribution requirements and consequently lose our REIT status effective with the year of re-characterization unless we elect to make an additional distribution to maintain our REIT status. The primary risk relates to our loss of previously incurred depreciation expenses, which could affect the calculation of our REIT taxable income and could cause us to fail the REIT distribution test that requires a REIT to distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid

deduction and excluding any net capital gain. In this circumstance, we may elect to distribute an additional dividend of the increased taxable income so as not to fail the REIT distribution test. This distribution would be paid to all stockholders at the time of declaration rather than the stockholders existing in the taxable year affected by the re-characterization.
Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends, which may negatively affect the value of our shares.
Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferential rates. Dividends payable by REITs, however, generally are not eligible for the preferential tax rates applicable to qualified dividend income. Under the 2017 Tax Legislation, however, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, to the extent that the preferential rates continue to apply to regular corporate qualified dividends, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations

that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of our common stock.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.
To qualify as a REIT, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our stockholders. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. We also may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to: (1) sell assets in adverse market conditions; (2) borrow on unfavorable terms; or (3) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Accordingly, satisfying the REIT requirements could materially and adversely affect us. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.
Legislative or other actions affecting REITs could have a negative effect on us.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could materially and adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us.  Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.
The 2017 Tax Legislation has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders. Changes made by the 2017 Tax Legislation that could affect the Company and its stockholders include:
temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate has been reduced from 39.6% to 37% for taxable years beginning after December 31, 2017 and before January 1, 2026;
permanently eliminating the progressive corporate tax rate structure, which previously imposed a maximum corporate tax rate of 35%, and replacing it with a flat corporate tax rate of 21%;
permitting a deduction for certain pass-through business income, including dividends received by our stockholders from us that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026;
reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;
limiting our deduction for net operating losses arising in taxable years beginning after December 31, 2017 to 80% of our REIT taxable income (prior to the application of the dividends paid deduction);
generally limiting the deduction for net business interest expense in excess of 30% of a business’s “adjusted taxable income,” except for taxpayers that engage in certain real estate businesses (including

most equity REITs) and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system with longer depreciation periods); and
eliminating the corporate alternative minimum tax.
Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions. The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and IRS, any of which could lessen or increase the impact of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.

While some of the changes made by the tax legislation may adversely affect the Company in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis. The Company continues to work with its tax advisers and auditors to determine the full impact that the recent tax legislation as a whole will have on the Company.
Item 1B. Unresolved Staff Comments
None.

Item 2.    Properties
Our Real Estate Investment PortfolioPROPERTY PORTFOLIO DIVERSIFICATION
As of December 31, 2016, our investment in real estate and loans totaled approximately $8.2 billion, representing investments in 2,615 properties. Of this amount, 99.2% consisted of our investment in real estate, representing ownership of 2,541 properties, and the remaining 0.8% consisted primarily of commercial mortgage loans receivable secured by 74 real properties. Over 84.0% of our leases (based on Normalized Rental Revenue) as of December 31, 2016 are triple-net, under which the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Due to the triple-net structure of our leases, we do not expect to incur significant capital expenditures relating to our triple-net leased properties, and the potential impact of inflation on our operating expenses is reduced.
Property Portfolio Information
2,39299.2%4941930
PropertiesOccupancyStatesTenantsIndustries
Our diverse real estate portfolio at December 31, 2016 consisted of 2,541 owned properties:
leased to 450 tenants;
located in 49 states, as well as in the U.S. Virgin Islands, with only 5 states each contributing 5% or more of our Normalized Rental Revenue;
operating in 28 different industries;
with an occupancy rate of 98.2%; and
with a weighted average remaining lease term of 10.7 years.
Property Portfolio Diversification
The following tables present the diversity of our properties owned at December 31, 2016. The portfolio metrics are calculated based on the percentage of Normalized Rental Revenue.
Diversification By Tenant
The following table sets forth information regardingTenant concentration represents the diversificationtenant's contribution to Contractual Rent of our owned real estate properties among different tenants as of December 31, 2016:2017:
Tenant (1)
Number of Properties Total Square Feet
(in thousands)
 Percent of Normalized Rental RevenueNumber of Properties Total Square Feet
(in thousands)
 Percent of Contractual Rent
Shopko116
 7,798
 8.2%
     
Specialty Retail Shops Holding Corp.99
 6,701
 7.7%
AMC Entertainment, Inc18
 917
 2.6
Walgreen Company49
 722
 2.7
39
 578
 2.2
AMC Entertainment, Inc.17
 862
 2.3
Cajun Global, LLC192
 271
 2.2
AB Acquisition, LLC23
 1,030
 2.1
Cajun Global LLC182
 258
 2.2
Academy, LTD.6
 1,805
 2.0
Alimentation Couche-Tard, Inc.83
 250
 1.9
82
 248
 1.9
Academy, LTD6
 2,769
 1.9
The Home Depot, Inc.7
 821
 1.8
Regal Entertainment Group15
 656
 1.5
15
 656
 1.5
GPM Investments, LLC105
 272
 1.5
Carmax, Inc8
 356
 1.5
CVS Caremark Corporation36
 405
 1.5
34
 383
 1.5
Other1,853
 35,823
 74.2
1,883
 33,748
 75.1
Vacant46
 2,029
 
19
 1,734
 
Total2,541
 52,887
 100.0%2,392
 48,205
 100.0%
(1) Tenants represent legal entities ultimately responsible for obligations under the lease agreements or affiliated entities. Other tenants may operate the same or similar business concepts or brands as those set forth above.

Diversification By Industry
The following table sets forth information regarding the diversification of our owned real estate properties among different industries as of December 31, 2016:
IndustryNumber of Properties Total Square Feet
(in thousands)
 Percent of Normalized Rental Revenue
General Merchandise156
 9,224
 9.9%
Restaurants - Casual Dining339
 2,041
 8.9
Restaurants - Quick Service588
 1,359
 8.1
Movie Theaters60
 3,012
 7.4
Convenience Stores347
 1,100
 7.0
Grocery66
 3,127
 6.2
Drug Stores / Pharmacies111
 1,560
 5.3
Medical / Other Office122
 1,293
 4.8
Sporting Goods29
 4,209
 4.2
Health and Fitness45
 1,800
 4.0
Automotive Parts and Service185
 1,338
 3.7
Entertainment23
 1,129
 2.9
Home Furnishings33
 2,305
 2.8
Education54
 821
 2.6
Building Materials64
 2,291
 2.5
Apparel13
 2,321
 2.5
Specialty Retail30
 1,630
 2.4
Automotive Dealers23
 665
 2.3
Home Improvement13
 1,656
 2.0
Distribution13
 1,372
 1.9
Car Washes37
 217
 1.6
Manufacturing19
 2,662
 1.4
Dollar Stores83
 859
 1.3
Consumer Electronics10
 529
 1.1
Pet Supplies and Service4
 1,016
 *
Wholesale Clubs4
 393
 *
Office Supplies17
 400
 *
Financial Services4
 372
 *
Other3
 157
 *
Vacant46
 2,029
 
Total2,541
 52,887
 100.0%
* Less than 1%


Diversification By Asset Type
The following table sets forth information regardingAsset type concentration represents the diversificationtype of asset's contribution to Contractual Rent of our owned real estate properties among different asset types as of December 31, 2016:2017:
Asset TypeNumber of Properties 
Total Square Feet
(in thousands)
 
     
Retail2,206
 36,421
 
Industrial68
 9,265
 
Office118
 2,519
 
Total2,392
 48,205
 
chart-887c0c74c1cf76ca984.jpg
Asset TypeNumber of Properties 
Total Square Feet
(in thousands)
 Percent of Normalized Rental Revenue
Retail2,345
 39,553
 86.0%
Industrial73
 11,069
 8.0
Office123
 2,265
 6.0
Total2,541
 52,887
 100.0%

Diversification By GeographyIndustry
The following table sets forth information regardingIndustry concentration represents the geographic diversificationindustry's contribution to Contractual Rent of our owned real estate properties as of December 31, 2016:2017:
LocationNumber of Properties Total Square Feet
(in thousands)
 Percent of Normalized Rental Revenue
Texas313
 6,475
 12.5%
Georgia187
 3,378
 6.3
Illinois118
 3,626
 5.8
Florida151
 1,439
 5.3
California59
 1,483
 5.2
Ohio129
 2,417
 4.6
Wisconsin52
 3,464
 4.1
Minnesota56
 2,276
 3.4
Michigan140
 1,921
 3.4
Tennessee109
 1,403
 2.9
Indiana81
 1,253
 2.7
Missouri91
 1,389
 2.7
North Carolina71
 1,408
 2.7
Alabama110
 830
 2.5
Arizona57
 753
 2.5
South Carolina46
 962
 2.1
Virginia61
 1,371
 2.0
Colorado33
 1,040
 1.9
Pennsylvania55
 1,119
 1.8
Kansas40
 852
 1.7
Nevada6
 1,039
 1.6
New Mexico39
 548
 1.6
Oklahoma68
 559
 1.5
New York39
 738
 1.5
Kentucky49
 635
 1.5
Washington25
 726
 1.5
Arkansas52
 618
 1.2
New Jersey15
 895
 1.2
Massachusetts4
 1,125
 1.1
Oregon14
 453
 1.1
Idaho16
 679
 1.1
IndustryNumber of Properties Total
Square Feet
(in thousands)
 Percent of Contractual Rent
      
General Merchandise111
 7,743
 8.9%
Restaurants - Casual Dining301
 1,797
 8.5
Restaurants - Quick Service578
 1,349
 8.1
Movie Theaters62
 3,115
 7.8
Convenience Stores318
 1,026
 7.0
Medical / Other Office120
 1,268
 4.9
Grocery61
 2,968
 4.8
Drug Stores / Pharmacies97
 1,372
 4.8
Health and Fitness44
 1,775
 4.1
Specialty Retail68
 2,442
 3.9
Home Improvement38
 2,289
 3.7
Sporting Goods18
 2,547
 3.4
Entertainment26
 1,199
 3.1
Education55
 821
 2.7
Automotive Services128
 748
 2.7
Home Furnishings26
 1,615
 2.4
Automotive Dealers23
 664
 2.3
Apparel13
 1,995
 2.3
Car Washes41
 231
 1.9
Other6
 978
 1.6
Distribution11
 1,083
 1.6
Building Materials38
 1,561
 1.4
Manufacturing16
 2,050
 1.4
Automotive Parts61
 523
 1.2
Dollar Stores75
 770
 1.2%
Wholesale Clubs5
 513
 1.1%
Pet Supplies & Service6
 1,015
 1.0%
Financial Services4
 342
 1.0%
Office Supplies17
 448
 0.7%
Consumer Electronics6
 224
 0.5%
Vacant19
 1,734
 
Total2,392
 48,205
 100.0%



Diversification By Geography
Geographic concentration represents the geographic region's contribution to Contractual Rent of our owned real estate properties as of December 31, 2017:

geographicheatmapa03.jpg
LocationNumber of Properties Total Square Feet
(in thousands)
 Percent of Normalized Rental Revenue
Iowa35
 638
 1.0
Mississippi46
 422
 1.0
New Hampshire16
 640
 *
Louisiana28
 224
 *
Maryland19
 242
 *
Nebraska14
 521
 *
Connecticut5
 686
 *
South Dakota9
 395
 *
Montana7
 430
 *
West Virginia18
 297
 *
Utah9
 806
 *
North Dakota5
 236
 *
Maine26
 79
 *
Wyoming9
 185
 *
Rhode Island4
 117
 *
Alaska1
 38
 *
Delaware1
 50
 *
Virgin Islands1
 5
 *
Vermont2
 2
 *
Total2,541
 52,887
 100.0%
Location Number of Properties Total Square Feet (in thousands) Percent of Contractual Rent 
Location (continued)
 Number of Properties Total Square Feet (in thousands) Percent of Contractual Rent
               
Texas 299
 5,858
 12.0% Kansas 35
 644
 1.3
Georgia 180
 2,064
 6.1
 Massachusetts 3
 886
 1.2
Florida 155
 1,579
 5.9
 Iowa 31
 557
 1.1
Illinois 109
 2,882
 5.8
 Oregon 10
 444
 1.1
Ohio 123
 2,209
 5.2
 New Jersey 14
 883
 1.1
California 36
 1,370
 4.2
 Idaho 16
 679
 1.0
Wisconsin 44
 2,978
 3.8
 Mississippi 41
 360
 1.0
Michigan 136
 2,097
 3.7
 Washington 12
 462
 0.9
Minnesota 49
 2,162
 3.5
 New Hampshire 16
 640
 0.8
Arizona 60
 940
 3.1
 Maryland 19
 242
 0.7
Missouri 91
 1,369
 2.9
 Louisiana 24
 208
 0.7
Tennessee 100
 1,367
 2.9
 South Dakota 8
 390
 0.6
Indiana 77
 1,175
 2.9
 Montana 6
 406
 0.6
South Carolina 44
 951
 2.7
 Connecticut 5
 686
 0.6
North Carolina 69
 1,250
 2.4
 West Virginia 18
 297
 0.6
Alabama 105
 712
 2.2
 Utah 7
 548
 0.5
Pennsylvania 55
 1,174
 2.0
 North Dakota 5
 236
 0.4
Virginia 60
 1,358
 2.0
 Nebraska 12
 363
 0.4
Colorado 29
 993
 2.0
 Maine 25
 68
 0.4
New York 37
 919
 1.7
 Rhode Island 4
 117
 0.3
New Mexico 37
 539
 1.7
 Wyoming 8
 180
 0.2
Oklahoma 66
 613
 1.5
 Alaska 5
 63
 0.1
Kentucky 46
 544
 1.4
 U.S. V.I. 1
 38
 0.1
Nevada 5
 1,099
 1.4
 Delaware 1
 5
 
Arkansas 53
 599
 1.3
 Vermont 1
 2
 
* Less than 1%
Lease Expirations
The following table sets forth a summary schedule of expiration dates for leases in place as of December 31, 2016.2017. As of December 31, 2016,2017, the weighted average remaining non-cancelable initial term of our leases (based on Normalized Rental Revenue)Contractual Rent) was 10.710.0 years. The information set forth in the table assumes that tenants do not exercise renewal options and or any early termination rights:
Leases Expiring In:Number of Properties 
Normalized Rental Revenue Annualized
(in thousands)
(1)
 Total Square Feet
(in thousands)
 Percent of Expiring Annual Rental RevenueNumber of Properties 
Contractual Rent Annualized
(in thousands)
(1)
 Total Square Feet
(in thousands)
 Percent of Contractual Rent
201769
 $3,052
 23,501
 3.6%
       
201870
 1,885
 22,184
 3.4
50
 $17,026
 1,268
 2.8%
2019106
 1,920
 19,868
 3.1
101
 18,956
 1,636
 3.1
202074
 1,674
 20,669
 3.2
72
 18,797
 1,459
 3.1
2021188
 3,905
 47,012
 7.3
178
 43,827
 3,630
 7.3
202297
 2,148
 26,296
 4.1
122
 34,010
 3,022
 5.7
2023109
 3,440
 34,444
 5.3
122
 35,071
 3,757
 5.8
202458
 1,207
 21,106
 3.3
55
 22,293
 1,355
 3.7
202578
 2,116
 37,254
 5.8
77
 33,882
 2,039
 5.6
2026200
 5,311
 47,094
 7.3
186
 41,529
 3,614
 6.9
2027209
 76,196
 6,009
 12.7
Thereafter1,446
 24,200
 346,502
 53.6
1,201
 260,291
 18,682
 43.3
Vacant46
 2,029
 
 
19
 
 1,734
 
Total owned properties2,541
 $52,887
 645,930
 100.0%2,392
 $601,878
 48,205
 100.0%
(1) Normalized Rental RevenueContractual Rent for the month ended December 31, 2017 for properties owned at December 31, 2017, multiplied by twelve.

Item 3.    Legal Proceedings
From time-to-time, we may be subject to certain claims and lawsuits in the ordinary course of business, the outcome of which cannot be determined at this time. In the opinion of management, any liability we might incur upon the resolution of these claims and lawsuits will not, in the aggregate, have a material adverse effect on our consolidated financial position or results of operations.
Item 4.    Mine Safety Disclosure
None.

PART II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information for Common Stock, Holders of Record and Dividend PolicyMARKET INFORMATION FOR COMMON STOCK, HOLDERS OF RECORD AND DIVIDEND POLICY
Spirit Realty Capital, Inc.
Our common stock is traded on the NYSE under the symbol “SRC.” The following table shows the high and low sales prices per share for our common stock as reported by the NYSE, and dividends declared per share of common stock, for the periods indicated.
Price Per Share
of Common Stock
 Dividends2017 2016
High Low Declared
Price Per Share
of Common Stock
 Dividends Declared 
Price Per Share
of Common Stock
 Dividends Declared
2016     
High Low   High Low  
First quarter$11.25
 $9.10
 $0.17500
$11.27 $9.99 $0.18000
 $11.25 $9.10 $0.17500
Second quarter12.77
 10.87
 0.17500
$10.50 $6.71 0.18000
 $12.77 $10.87 0.17500
Third quarter13.88
 12.78
 0.17500
$8.74 $7.32 0.18000
 $13.88 $12.78 0.17500
Fourth quarter13.10
 10.26
 0.18000
$8.67 $7.95 0.18000
 $13.10 $10.26 0.18000
Total    $0.70500
 $0.72000
 $0.70500
     
2015     
First quarter$12.99
 $11.66
 $0.17000
Second quarter12.40
 9.67
 0.17000
Third quarter10.55
 9.04
 0.17000
Fourth quarter10.40
 9.33
 0.17500
Total    $0.68500
The closing sale price per share of our common stock on February 21, 2017, as reported by the NYSE, was $10.84. As of February 21, 2017,20, 2018, there were approximately 2,8272,574 stockholders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
We intend to pay regular quarterly dividends to our stockholders, although all future distributions will be declared and paid at the discretion of the boardBoard of directorsDirectors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Code and such other factors as the boardBoard of directorsDirectors deems relevant.

Spirit Realty, L.P.
Spirit Realty Capital, Inc. directly or indirectly owns all of Spirit Realty, L.P.'s partnership units. Therefore there is no established trading market for Spirit Realty, L.P.'s partnership units. The following table sets forth the distributions we declared with respect to Spirit Realty, L.P.'s partnership units for the periods indicated:
Distributions DeclaredDistributions Declared
2016 
20172016
First quarter$0.17500
$0.18000
$0.17500
Second quarter0.17500
0.18000
0.17500
Third quarter0.17500
0.18000
0.17500
Fourth quarter0.18000
0.18000
0.18000
Total$0.70500
$0.72000
$0.70500
 
2015 
First quarter$0.17000
Second quarter0.17000
Third quarter0.17000
Fourth quarter0.17500
Total$0.68500
Recent Sales of Unregistered Securities; Use of Proceeds From Registered SecuritiesRECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED SECURITIES
Spirit Realty Capital, Inc.
None.
Spirit Realty, L.P.
None.
Issuer Purchases
ISSUER PURCHASES OF EQUITY SECURITIES
The following table summarized the repurchases of Equity Securitiesthe Company's equity securities during the fourth quarter of 2017 :
 Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Period       
October 1 - 31, 2017
 
 N/A N/A
November 1 - 30, 2017
 
 N/A N/A
December 1 - 31, 2017 (1)
7,020,100
 $8.64
 7,020,100
 $167,626,893
Total7,020,100
 $8.64
 7,020,100
 $167,626,893
Spirit Realty Capital, Inc.(1) In August 2017, the Company's Board of Directors approved a new stock repurchase program, which authorizes the Company to repurchase up to $250.0 million of its common stock over the 18 month period following authorization. All repurchases during the fourth quarter of 2017 were made pursuant to this stock repurchase program. See Note 7 to the consolidated financial statements herein for further discussion. In accordance with the Operating Partnership's Second Amended and Restated Agreement of Limited Partnership, the Operating Partnership redeemed a number of units equal to the Company's shares repurchased.
None.
Spirit Realty, L.P.
None.
Equity Compensation Plan InformationEQUITY COMPENSATION PLAN INFORMATION
Our equity compensation plan information required by this item will be included in the Proxy Statement to be filed relating to our 20172018 Annual Meeting of Stockholders and is incorporated herein by reference.

Performance GraphPERFORMANCE GRAPH
The information below shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, except to the extent we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.
The following graph shows our cumulative total stockholder return for the period beginning with the initial listing of our common stock on the NYSE on September 20, 2012 and ending on December 31, 2016,2017, with stock prices retroactively adjusted for the Merger Exchange Ratio. The graph assumes a $100 investment in each of the indices on September 20, 2012 and the reinvestment of all dividends. Our stock price performance shown in the following graph is not indicative of future stock price performance.
chart-93d1a56770e158f892a.jpg
Period Ended Period Ended
Index:9/20/2012
12/31/2012
12/31/2013
12/31/2014
12/31/2015
12/31/2016
9/20/201212/31/201212/31/201312/31/201412/31/201512/31/201612/31/2017
Spirit Realty Capital, Inc.$100
$121
$136
$175
$158
$181
$100
$121
$136
$175
$158
$181
$156
S&P 500$100
$98
$127
$141
$140
$153
$100
$98
$127
$141
$140
$153
$183
NAREIT US Equity REIT Index$100
$101
$104
$135
$139
$151
$100
$101
$104
$135
$139
$151
$159

Item 6. Selected Financial Data
The following tables set forth, on a historical basis, selected financial and operating data for the Company. The following data should be read in conjunction with our financial statements and notes thereto and Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report on Form 10-K.

Years Ended December 31,Years Ended December 31,

2016 (1)
 
2015 (1)
 
2014 (1)
 
2013 (1)
 2012
2017 (1)
 
2016 (1)
 
2015 (1)
 
2014 (1)
 
2013 (1)
(Dollars in thousands, except share and per share data)(Dollars in thousands, except share and per share data)
Operating Data:                  
Revenues:                  
Rentals$648,363
 $634,151
 $574,456
 $404,402
 $266,567
$639,017
 $648,363
 $634,151
 $574,456
 $404,402
Interest income on loans receivable5,253
 6,948
 7,239
 5,928
 5,696
3,791
 5,253
 6,948
 7,239
 5,928
Earned income from direct financing leases2,742
 3,024
 3,343
 1,572
 
2,078
 2,742
 3,024
 3,343
 1,572
Tenant reimbursement income14,125
 15,952
 13,085
 5,637
 
16,747
 14,125
 15,952
 13,085
 5,637
Other income15,491
 7,260
 4,748
 1,928
 852
7,322
 15,491
 7,260
 4,748
 1,928
Total revenues685,974
 667,335
 602,871
 419,467
 273,115
668,955
 685,974
 667,335
 602,871
 419,467
Expenses:                  
General and administrative52,615
 47,730
 42,637
 35,146
 36,252
62,064
 52,615
 47,730
 42,637
 35,146
Restructuring charges6,341
 7,056
 
 
 

 6,341
 7,056
 
 
Transaction costs6,361
 
 
 
 
Finance restructuring costs
 
 13,022
 717
 

 
 
 13,022
 717
Merger costs
 
 
 56,644
 

 
 
 
 56,644
Property costs30,839
 27,715
 23,383
 11,760
 5,176
Property costs (including reimbursable)36,617
 30,839
 27,715
 23,383
 11,760
Real estate acquisition costs3,229
 2,739
 3,631
 1,718
 1,054
1,356
 3,229
 2,739
 3,631
 1,718
Interest196,586
 222,901
 220,070
 179,267
 156,220
190,127
 196,586
 222,901
 220,070
 179,267
Depreciation and amortization262,276
 260,633
 247,966
 164,054
 104,984
256,019
 262,276
 260,633
 247,966
 164,054
Impairments (recoveries)88,275
 70,695
 37,598
 (185) 8,918
102,330
 88,275
 70,695
 37,598
 (185)
Total expenses640,161
 639,469
 588,307
 449,121
 312,604
654,874
 640,161
 639,469
 588,307
 449,121
Income (loss) from continuing operations before other expense and income tax expense45,813
 27,866
 14,564
 (29,654) (39,489)
Other expense:         
Gain (loss) on debt extinguishment233
 (3,162) (64,750) (2,405) (32,522)
Total other income (expense)233
 (3,162) (64,750) (2,405) (32,522)
Income (loss) from continuing operations before other (expense) income and income tax expense14,081
 45,813
 27,866
 14,564
 (29,654)
Other (expense) income:         
(Loss) gain on debt extinguishment(1,645) 233
 (3,162) (64,750) (2,405)
Total other (expense) income(1,645) 233
 (3,162) (64,750) (2,405)
Income (loss) from continuing operations before income tax expense46,046
 24,704
 (50,186) (32,059) (72,011)12,436
 46,046
 24,704
 (50,186) (32,059)
Income tax expense(965) (601) (673) (1,113) (504)(394) (965) (601) (673) (1,113)
Income (loss) from continuing operations45,081
 24,103
 (50,859) (33,172) (72,515)12,042
 45,081
 24,103
 (50,859) (33,172)
Discontinued operations: (2)
                  
Income (loss) from discontinued operations
 98
 3,368
 (4,530) (369)
 
 98
 3,368
 (4,530)
Gain (loss) on disposition of assets
 590
 325
 36,086
 (3,349)
Income (loss) from discontinued operations
 688
 3,693
 31,556
 (3,718)
Gain on disposition of assets
 
 590
 325
 36,086
Income from discontinued operations
 
 688
 3,693
 31,556
Income (loss) before gain on disposition of assets12,042
 45,081
 24,791
 (47,166) (1,616)
Gain on disposition of assets65,106
 52,365
 68,421
 10,221
 
Net income (loss)77,148
 97,446
 93,212
 (36,945) (1,616)
Less: preferred dividends(2,530) 
 
 
 
Net income (loss) attributable to common stockholders$74,618
 $97,446
 $93,212
 $(36,945) $(1,616)

Income (loss) before gain on disposition of assets45,081
 24,791
 (47,166) (1,616) (76,233)
Gain on disposition of assets52,365
 68,421
 10,221
 
 
Net income (loss)97,446
 93,212
 (36,945) (1,616) (76,233)
Less: preferred dividends
 
 
 
 (63)
Net income (loss) attributable to common stockholders$97,446
 $93,212
 $(36,945) $(1,616) $(76,296)
         
Net income (loss) per share of common stock—basic:                  
Continuing operations$0.21
 $0.21
 $(0.11) $(0.14) $(0.92)$0.16
 $0.21
 $0.21
 $(0.11) $(0.14)
Discontinued operations
 
 0.01
 0.13
 (0.05)
 
 
 0.01
 0.13
Net income (loss) per share attributable to common stockholders—basic$0.21
 $0.21
 $(0.10) $(0.01) $(0.97)$0.16
 $0.21
 $0.21
 $(0.10) $(0.01)
Net income (loss) per share of common stock—diluted:                  
Continuing operations$0.21
 $0.21
 $(0.11) $(0.14) $(0.92)$0.16
 $0.21
 $0.21
 $(0.11) $(0.14)
Discontinued operations
 
 0.01
 0.13
 (0.05)
 
 
 0.01
 0.13
Net income (loss) per share attributable to common stockholders—diluted$0.21
 $0.21
 $(0.10) $(0.01) $(0.97)$0.16
 $0.21
 $0.21
 $(0.10) $(0.01)
Weighted average shares of common stock outstanding:                  
Basic common shares (3)
469,217,776
 432,222,953
 386,809,746
 255,020,565
 78,625,102
467,934,945
 469,217,776
 432,222,953
 386,809,746
 255,020,565
Diluted common shares (3)
469,246,265
 432,545,625
 386,809,746
 255,020,565
 78,625,102
467,942,788
 469,246,265
 432,545,625
 386,809,746
 255,020,565
                  
Dividends declared per common share issued (4)
$0.70500
 $0.68500
 $0.66875
 $0.65843
 $0.17480
$0.72000
 $0.70500
 $0.68500
 $0.66875
 $0.65843
                  
(1) As a result of the Merger completed on July 17, 2013, Operating Data includes the results of operations from the acquired properties for a full year in 2016, 2015 and 2014 and for less than half a year in 2013.
(1) As a result of the Merger completed on July 17, 2013, Operating Data includes the results of operations from the acquired properties for a full year in 2017, 2016, 2015 and 2014 and for less than half a year in 2013.
(1) As a result of the Merger completed on July 17, 2013, Operating Data includes the results of operations from the acquired properties for a full year in 2017, 2016, 2015 and 2014 and for less than half a year in 2013.
(2) Includes gains, losses and results of operations from all property dispositions and from properties classified as held for sale at the end of the period for all periods prior to 2014. During 2015 and 2014, only those properties classified as held for sale as of December 31, 2013 were reported as discontinued operations.
(2) Includes gains, losses and results of operations from all property dispositions and from properties classified as held for sale at the end of the period for all periods prior to 2014. During 2015 and 2014, only those properties classified as held for sale as of December 31, 2013 were reported as discontinued operations.
(2) Includes gains, losses and results of operations from all property dispositions and from properties classified as held for sale at the end of the period for all periods prior to 2014. During 2015 and 2014, only those properties classified as held for sale as of December 31, 2013 were reported as discontinued operations.
(3) Historical weighted average number of shares of common stock outstanding (basic and diluted) have been adjusted for the Merger Exchange Ratio. No potentially dilutive securities were included as their effect would be anti-dilutive on results from continuing operations.
(3) Historical weighted average number of shares of common stock outstanding (basic and diluted) have been adjusted for the Merger Exchange Ratio. No potentially dilutive securities were included as their effect would be anti-dilutive on results from continuing operations.
(3) Historical weighted average number of shares of common stock outstanding (basic and diluted) have been adjusted for the Merger Exchange Ratio. No potentially dilutive securities were included as their effect would be anti-dilutive on results from continuing operations.
(4) Dividends declared per common share issued for the years ended December 31, 2013 and 2012 have been adjusted for the Merger.
(4) Dividends declared per common share issued for the year ended December 31, 2013 have been adjusted for the Merger.
(4) Dividends declared per common share issued for the year ended December 31, 2013 have been adjusted for the Merger.


Years Ended December 31,Years Ended December 31,
2016 (1)
 
2015 (1)
 
2014 (1)
 
2013 (1)
 20122017 2016 2015 2014 2013
(Dollars in thousands)(Dollars in thousands)
Balance Sheet Data (end of period):                  
Gross investments, including related lease intangibles$8,247,654
 $8,302,688
 $8,043,497
 $7,235,732
 $3,654,925
$7,903,025
 $8,247,654
 $8,302,688
 $8,043,497
 $7,235,732
Net investments7,272,655
 7,425,719
 7,316,694
 6,743,439
 3,119,608
6,769,328
 7,090,335
 7,231,816
 7,110,726
 6,523,325
Cash and cash equivalents10,059
 21,790
 176,181
 66,588
 73,568
8,798
 10,059
 21,790
 176,181
 66,588
Total assets (3)(1)
7,677,971
 7,891,039
 7,964,230
 7,207,775
 3,245,938
7,263,511
 7,677,971
 7,891,039
 7,964,230
 7,207,775
Total debt, net (3)(1)
3,664,628
 4,092,787
 4,323,302
 3,758,241
 1,893,139
3,639,680
 3,664,628
 4,092,787
 4,323,302
 3,758,241
Total liabilities (3)(1)
3,995,863
 4,429,165
 4,652,568
 4,093,034
 1,992,495
3,943,902
 3,995,863
 4,429,165
 4,652,568
 4,093,034
Total stockholders' equity (2)
3,682,108
 3,461,874
 3,311,662
 3,114,741
 1,253,443
3,319,609
 3,682,108
 3,461,874
 3,311,662
 3,114,741
                  
Other Data:                  
FFO (4)(2)
$394,952
 $354,686
 $238,105
 $139,487
 $52,830
$367,296
 $394,952
 $354,686
 $238,105
 $139,487
AFFO (4)(2)
$412,999
 $378,050
 $322,400
 $208,853
 $119,248
$398,148
 $412,999
 $378,050
 $322,400
 $208,853
Number of properties in investment portfolio2,615
 2,629
 2,509
 2,186
 1,207
2,480
 2,615
 2,629
 2,509
 2,186
Owned properties occupancy at period end (based on number of properties)98% 99% 98% 99% 99%99% 98% 99% 98% 99%
(1) As a result of the Merger completed on July 17, 2013, Balance Sheet Data and Other Data include the impact of the acquired properties as of and for the years ended December 31, 2016, 2015, 2014 and 2013.
(2) Stockholders’ equity for the year ended December 31, 2012 includes the issuance of 33.35 million shares of our common stock in connection with the IPO.
(3) During 2015, we elected to early adopt ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, in which capitalized deferred financing costs, previously recorded in deferred costs and other assets on the consolidated balance sheets, are presented as a direct deduction from the carrying amount of the debt liability to which these costs relate, and this presentation is retrospectively applied to prior periods. Capitalized deferred financing costs incurred in connection with the 2013 Credit Facility and 2015Revolving Credit Facility continue to be presented in deferred costs and other assets, net on the consolidated balance sheets as amounts can be drawn and repaid periodically, which is in accordance with ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.
(4)(2) We calculate FFO in accordance with the standards established by the NAREIT. FFO represents net income (loss) attributable to common stockholders (computed in accordance with GAAP), excluding real estate-related depreciation and amortization, impairment charges and net (gains) losses (gains) from property dispositions. FFO is a supplemental non-GAAP financial measure. We use FFO as a supplemental performance measure because we believe that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate-related depreciation and amortization, gains and losses from property dispositions and impairment charges, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year-over-year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of equity REITs, FFO will be used by investors as a basis to compare our operating performance with that of other equity REITs. However, because FFO excludes depreciation and amortization and does not capture the changes in the value of our properties that result from use or market conditions, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO as we do, and, accordingly, our FFO may not be comparable to such other equity REITs’ FFO. Therefore, FFO should be considered only as a supplement to net income (loss) attributable to common stockholders as a measure of our performance.
AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. Accordingly, AFFO should be considered only as a supplement to net income (loss) attributable to common stockholders as a measure of our performance. We adjust FFO to eliminate the impact of certain items that we believe are not indicative of our core operating performance, including merger, financerestructuring costs, other general and other restructuringadministrative costs associated with relocation of our headquarters, transaction costs associated with our proposed Spin-Off, default interest on non-recourse mortgage indebtedness, debt extinguishment gains (losses), transaction costs incurred in connection with the acquisition of real estate investments subject to existing leases and certain non-cash items. These certain non-cash items include non-cash revenues (comprised of straight-line rents, amortization of above and below market rent on our leases, amortization of lease incentives, amortization of net premium (discount) on loans receivable and amortization of capitalized lease transaction costs), non-cash interest expense (comprised of amortization of deferred financing costs and amortization of net debt discount/premium) and non-cash compensation expense (stock-based compensation expense). In addition, other equity REITs may not calculate AFFO as we do, and, accordingly, our AFFO may not be comparable to such other equity REITs' AFFO. AFFO does not represent cash generated from operating activities determined in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered as an alternative to net income determined in accordance with GAAP as a performance measure. The following table sets forth aA reconciliation of our FFO and AFFO to net income (loss) attributable to common stockholders (computed in accordance with GAAP) foris included in the periods presented.financial information accompanying this report.

Years Ended December 31,Years Ended December 31,
2016 2015 2014 2013 20122017 2016 2015 2014 2013
(Dollars in thousands)(Dollars in thousands)
Net income (loss) attributable to common stockholders (1)
$97,446
 $93,212
 $(36,945) $(1,616) $(76,296)$74,618
 $97,446
 $93,212
 $(36,945) $(1,616)
Add/(less):                  
Portfolio depreciation and amortization                  
Continuing operations261,799
 260,257
 247,587
 163,874
 104,929
255,454
 261,799
 260,257
 247,587
 163,874
Discontinued operations
 
 
 3,545
 7,116

 
 
 
 3,545
Portfolio impairments                  
Continuing operations88,072
 70,197
 37,592
 183
 9,098
102,330
 88,072
 70,197
 37,592
 183
Discontinued operations
 34
 417
 9,587
 4,634

 
 34
 417
 9,587
Realized (gain) loss on sales of real estate (2)
(52,365) (69,014) (10,546) (36,086) 3,349
Realized gain on sales of real estate (2)
(65,106) (52,365) (69,014) (10,546) (36,086)
Total adjustments297,506
 261,474
 275,050
 141,103
 129,126
292,678
 297,506
 261,474
 275,050
 141,103
                  
FFO$394,952
 $354,686
 $238,105
 $139,487
 $52,830
FFO attributable to common stockholders$367,296
 $394,952
 $354,686
 $238,105
 $139,487
Add/(less):                  
(Gain) loss on debt extinguishment         
Loss (gain) on debt extinguishment         
Continuing operations(233) 3,162
 64,750
 2,405
 32,522
1,645
 (233) 3,162
 64,750
 2,405
Discontinued operations
 
 
 (1,028) 

 
 
 
 (1,028)
Restructuring charges6,341
 7,056
 
 
 

 6,341
 7,056
 
 
Loss on derivative instruments related to term note extinguishment3,629
 
 
 
 8,688
Expenses incurred to secure lenders’ consents to the IPO
 
 
 
 4,743
Expenses incurred to amend term note
 
 
 
 
Litigation
 
 
 
 
Cole II Merger related costs (3)

 
 
 66,700
 
Other costs in G&A associated with headquarter relocation
 3,629
 
 
 
Transaction costs6,361
 
 
 
 
Merger costs (3)

 
 
 
 66,700
Master Trust Exchange Costs
 
 13,022
 717
 

 
 
 13,022
 717
Real estate acquisition costs3,229
 2,739
 3,631
 1,718
 1,054
1,356
 3,229
 2,739
 3,631
 1,718
Non-cash interest expense15,380
 10,367
 5,175
 8,840
 16,495
23,469
 15,380
 10,367
 5,175
 8,840
Non-cash revenues(26,333) (20,930) (16,732) (18,755) (3,015)
Straight-line rent, net of related bad debt expense(19,474) (23,496) (19,291) (12,191) (6,162)
Other amortization and non-cash charges(3,266) (2,837) (1,639) (4,541) (12,593)
Accrued interest and fees on defaulted loans4,740
 7,649
 3,103
 
 
4,201
 4,740
 7,649
 3,103
 
Swap termination costs (4)
1,724
 
 
 
 

 1,724
 
 
 
Non-cash compensation expense9,570
 13,321
 11,346
 8,769
 5,931
16,560
 9,570
 13,321
 11,346
 8,769
Total adjustments to FFO18,047
 23,364
 84,295
 69,366
 66,418
30,852
 18,047
 23,364
 84,295
 69,366
                  
AFFO (8)
$412,999
 $378,050
 $322,400
 $208,853
 $119,248
AFFO attributable to common stockholders(6)
$398,148
 $412,999
 $378,050
 $322,400
 $208,853
                  
FFO per share of common stock                  
Diluted (5) (6)
$0.84
 $0.82
 $0.61
 $0.54
 $0.57
Diluted (5)
$0.78
 $0.84
 $0.82
 $0.61
 $0.54
AFFO per share of common stock                  
Diluted (5) (7)
$0.88
 $0.87
 $0.83
 $0.81
 $1.14
Diluted (5)
$0.85
 $0.88
 $0.87
 $0.83
 $0.81
Weighted average shares of common stock outstanding:                  
Basic469,217,776
 432,222,953
 386,809,746
 255,020,565
 78,625,102
467,934,945
 469,217,776
 432,222,953
 386,809,746
 255,020,565
Diluted469,246,265
 432,545,625
 387,585,580
 255,210,757
 112,509,283
467,942,788
 469,246,265
 432,545,625
 387,585,580
 255,210,757
(1) Amount is net of distributions paid to preferred stockholders for the yearsyear ended December 31, 2012.2017.
(2) Includes amounts related to discontinued operations.
(3) Includes $10.1 million of interest expense charges related to the Merger.
(4) Included in general and administrative expenses.
(5) Assumes the issuance of potentially issuable shares unless the result would be anti-dilutive.
(6) FFO per share for the years ended December 31, 2016, 2015, 2014 and 2013 deducts dividends paid to participating stockholders of $614, $696, $1,099 and $1,291, respectively, in its computation. FFO per share for the year ended December 31, 2012 adds back cash and non-cash interest savings under the "if converted method" of $11,578 for assumed conversion of the term note in the computation of diluted FFO per share.

(7)AFFO per share for the years ended December 31, 2016, 2015, 2014 and 2013 deducts dividends paid to participating stockholders of $614, $696, $1,099 and $1,291, respectively, in its computation. AFFO per share for the year ended December 31, 2012 adds back cash interest savings under the "if converted method" of $9,020 for assumed conversion of the term note in the computation of diluted AFFO per share.
(8) For the year ended December 31, 2016, Net Income Attributablenet income attributable to Common Stockholderscommon stockholders includes compensation for lost rent received from the Haggen Holdings, LLC settlement for 6 rejected stores as follows (in millions):
Contractual rent from date of rejection through either sale or December 31, 2016 $1.3
 $1.3
Three months of prepaid rent for the 3 stores subsequently sold 0.5
Three months of prepaid rent for the three stores subsequently sold 0.5
Total included in AFFO $1.8
 $1.8


Adjusted Debt, Adjusted EBITDA and Annualized Adjusted EBITDA
December 31,December 31,
2016 20152017 2016
(in thousands)(in thousands)
Revolving credit facilities$86,000
 $
Revolving credit facility$112,000
 $86,000
Term loan, net418,471
 322,902

 418,471
Senior unsecured notes295,112
 
Senior unsecured notes, net295,321
 295,112
Mortgages and notes payable, net2,162,403
 3,079,787
2,516,478
 2,162,403
Convertible notes, net702,642
 690,098
715,881
 702,642
3,664,628
 4,092,787
3,639,680
 3,664,628
Add/(less):      
Unamortized debt discount, net52,894
 52,203
61,399
 52,894
Unamortized deferred financing costs37,111
 41,577
39,572
 37,111
Cash and cash equivalents(10,059) (21,790)(8,798) (10,059)
Cash reserves on deposit with lenders as additional security classified as other assets(11,757) (24,660)
Restricted cash balances held for the benefit of lenders(105,909) (26,839)
Total adjustments68,189
 47,330
(13,736) 53,107
Adjusted Debt (1)
$3,732,817
 $4,140,117
$3,625,944
 $3,717,735
      
Three Months 
 Ended December 31,
Three Months 
 Ended December 31,
2016 20152017 2016
(Dollars in thousands)(Dollars in thousands)
Net income attributable to common stockholders$988
 $6,301
$35,791
 $988
Add/(less): (2)
      
Interest46,744
 54,147
47,998
 46,744
Depreciation and amortization68,049
 65,173
63,132
 68,049
Income tax (benefit) expense33
 (106)(25) 33
Total adjustments114,826
 119,214
111,105
 114,826
EBITDA$115,814
 $125,515
$146,896
 $115,814
Add/(less): (2)
   
Restructuring charges615
 6,956

 615
Other non-routine costs in G&A associated with headquarter relocation187
 
Other costs in G&A associated with headquarter relocation
 187
Transaction costs3,216
 
Real estate acquisition costs1,137
 617
583
 1,137
Impairments46,379
 13,691
Impairments on real estate assets14,221
 46,379
Realized gain on sales of real estate(13,144) (2,131)(24,909) (13,144)
Loss on debt extinguishment93
 5,651
3,415
 93
Total adjustments to EBITDA35,267
 24,784
(3,474) 35,267
Adjusted EBITDA (3)
$151,081
 $150,299
$143,422
 $151,081
Annualized Adjusted EBITDA (4)
$604,324
 $601,196
$573,688
 $604,324
   
Adjusted Debt / Annualized Adjusted EBITDA (5)
6.2
 6.9
6.3
 6.2
(1) Adjusted Debt represents interest bearing debt (reported in accordance with GAAP) adjusted to exclude unamortized debt discount/premium and deferred financing costs, as further reduced by cash and cash equivalents and restricted cash reserves on deposit with lenders as additional security.balances held for the benefit of lenders. By excluding unamortized debt discount/premium and deferred financing costs, cash and cash equivalents, and restricted cash reserves on deposit withbalances held for the benefit of lenders, as additional security, the result provides an estimate of the contractual amount of borrowed capital to be repaid, net of cash available to repay it. We believe this calculation constitutes a beneficial supplemental non-GAAP financial disclosure to investors in understanding our financial condition.
(2) Adjustments include all amounts charged to continuing and discontinued operations.
(3) Adjusted EBITDA represents EBITDA modified to include other adjustments to GAAP net income (loss) attributable to common stockholders for restructuring charges, transaction costs, real estate acquisition costs, impairment losses, gains/losses from the sale of real estate and debt transactions and other items that we do not consider to be indicative of our on-going operating

performance. We focus our business plans to enable us to sustain increasing shareholder value. Accordingly, we believe that excluding these items, which are not key drivers of our investment decisions and may cause short-term fluctuations in net income, provides a useful supplemental measure to investors and analysts in assessing the net earnings contribution of our real estate portfolio. Because these measures do not represent net income (loss) that is computed in accordance with GAAP, they should not be considered alternatives to net income (loss) or as an indicator of financial performance. A reconciliation of net income (loss) attributable to common stockholders (computed in accordance with GAAP) to EBITDA and Adjusted EBITDA is included in the financial information in the above table.
(4) Adjusted EBITDA of the current quarter multiplied by four.
(5) Adjusted Debt to Annualized Adjusted EBITDA is a supplemental non-GAAP financial measure we use to evaluate the level of borrowed capital being used to increase the potential return of our real estate investments, and a proxy for a measure we believe is used by many lenders and ratings agencies to evaluate our ability to repay and service our debt obligations over time. We believe the ratio is a beneficial disclosure to investors as a supplemental means of evaluating our ability to meet obligations senior to those of our equity holders. Our computation of this ratio may differ from the methodology used by other equity REITs, and therefore, may not be comparable to such other REITs.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Spirit Realty Capital, Inc. is a New York Stock Exchange listed company under the ticker symbol "SRC." We are a self-administered and self-managed REIT with in-house capabilities including acquisition, portfolio management, asset management, credit research, real estate research, legal, finance and accounting and capital markets. We primarily invest in single-tenant, operationally essential retail real estate assets throughout the U.S., which are generally acquired through strategic sale-leaseback transactions and subsequently leased on a long-term, triple-net basis to high-qualityhigh quality tenants with business operations within predominantly retail, but also office and industrial property types. Single-tenant,Single tenant, operationally essential real estate consists of properties that are generally free-standing, commercial real estate facilities where our tenants conduct activities that are essential to the generation of their sales and profits. In support of our primary business of owning and leasing real estate, we have also strategically originated or acquired long-term, commercial mortgage and other loans to provide a range of financing solutions to our tenants.
We generate our revenue primarily by leasing our properties to our tenants. As of December 31, 2016,2017, our undepreciated investment inowned real estate and loans totaled approximately $8.2 billion, representingrepresented investments in 2,6152,392 properties. Our properties includingare leased to 419 tenants across 49 states and 30 industries. As of December 31, 2017, our owned properties securing our mortgage loans. Of this amount,were approximately 99.2% consistedoccupied (based on number of economically yielding properties). In addition, our investment in real estate representing ownership of 2,541 properties, and the remaining 0.8% consisted ofincludes commercial mortgage and other loans receivable primarily secured by the remaining 74an additional 88 real estate properties or other related assets.
Our operations are carried out through the Operating Partnership. OP Holdings, one of our wholly-owned subsidiaries, is the sole general partner and owns approximately 1.0%1% of the Operating Partnership. We and one of our wholly-owned subsidiaries are the only limited partners, and together own the remaining 99.0%99% of the Operating Partnership. Although the Operating Partnership is wholly-owned by us, in the future, we may issue partnership interests in the Operating Partnership to third parties in exchange for property owned by such third parties. In general, any partnership interests in the Operating Partnership issued to third parties would be exchangeable for cash or, at our election, shares of our common stock at specified ratios set when such partnership interests in the Operating Partnership are issued.
We have elected to be taxed as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2005. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes commencing with such taxable year, and we intend to continue operating in such a manner.
AsOn August 3, 2017, we announced a proposed Spin-Off of December 31, 2016, our owned properties were approximately 98.2% occupied (based on number of properties), and our leases had a weighted average non-cancelable remaining lease term (based on Normalized Rental Revenue) of approximately 10.7 years. As of December 31, 2016, approximately 89%almost all of our single-tenantinterests in our properties (basedleased to Shopko, assets that collateralize Master Trust 2014 and other additional assets into an independent, publicly traded REIT Spirit MTA REIT or SMTA. Pursuant to the plan, if the Spin-Off is completed, our stockholders would receive a distribution of common shares of beneficial interest issued by SMTA. The Spin-Off is subject to certain conditions, including declaration by the U.S. Securities and Exchange Commission that SMTA's registration statement on Normalized Rental Revenue) providedForm 10 is effective, customary third party consents, and final approval and declaration of the distribution by our Board of Directors. Such conditions and other unforeseen developments, including in the debt or equity markets or general market conditions, could delay or prevent the Spin-Off or cause the Spin-Off to occur on terms or conditions that are less favorable and/or different than those described herein. The transaction is expected to be completed in the first half of 2018. We may, at any time and for increases in future annual base contractual rent.any reason until the proposed transaction is complete, abandon the Spin-Off or modify or change its terms, including the assets we plan to contribute to SMTA.

20162017 Highlights
For the year ended December 31, 2016:
Total revenues grew 2.8% to $686.0 million compared to the prior year.2017:
Generated net income of $0.21$0.16 per diluted share, FFO of $0.78 per share and AFFO of $0.88$0.85 per diluted share and FFO of $0.84 per diluted share.
Closed 59 real estate transactions totaling $704.9 million, including revenue producing capital expenditures, adding 269 properties to our portfolio, earning an initial weighted average cash yield of 7.53%under leases with an average term of 15.0 years.
Sold 213 properties for $584.9 million in gross proceeds, including 108 income producing properties sold to 84 Properties, LLC for $205.7 million, with a weighted average capitalization rate of of 7.38% on 187 income producing properties. Excluding the sale to 84 Properties, LLC, we sold 105 properties for $379.2 million, with a weighted average capitalization rate of 6.65% on 79 income producing properties.
Reduced Shopko concentration to 8.2% at December 31, 2016 from 9.1% at December 31, 2015.
Strengthened our balance sheet:
Issued 34.5 million sharesCompleted an underwritten public offering of common stock in a follow-on offering at $11.15 per share, including the underwriter’s option to purchase additional shares, raising6.0% Series A Cumulative Redeemable Preferred Stock for aggregate net proceeds of $368.9$166.2 million.
Sold 6.3Issued $674.4 million aggregate principal amount of net-lease mortgage notes under Master Trust 2014.
Repurchased 35.8 million shares of the Company's outstanding common stock under our ATM program, at a weighted average sharepurchase price of $12.47, generating aggregate net$7.88 per share.

Extinguished $238.5 million of secured debt that had a 5.5% weighted average interest rate.
Actively managed our portfolio:
Raised real estate portfolio occupancy to 99.2% as of December 31, 2017 from 98.2% as of December 31, 2016.
Closed 25 real estate transactions totaling $323.0 million, including revenue producing capital expenditures, adding 39 properties to our portfolio, earning an initial weighted average cash yield of 7.66%under leases with an average term of 12.0 years.
Sold 192 properties for $551.2 million in gross proceeds, including 105 vacant properties for gross proceeds of $77.7$153.7 million.
Increased the borrowing capacity under the 2015 Credit Facility from $600.0 millionReduced Shopko concentration to $800.0 million by partially exercising the accordion feature under the terms7.7% of the credit agreement.
Increased the borrowing capacity of the Term Loan from $370.0 million to $420.0 million by partially exercising the accordion feature under the terms of the credit agreement.
Sold $300.0 million aggregate principal amount of senior unsecured notes. The Senior Unsecured Notes accrue interest at a rate of 4.45% per year and mature in 2026.
Extinguished $883.0 million of high coupon debt that had a 6.01% weighted average rate.
Unencumbered assets totaled $4.8 billionContractual Rent at December 31, 2016, or approximately 58.8% of our gross real estate investments, an increase of $1.7 billion compared to2017 from 8.2% at December 31, 2015.2016.
Factors that May Influence Our Operating Results
AcquisitionsACQUISITIONS AND LEASE STRUCTURE
Our principal line of business is acquiring commercial real estate properties, and leasing these propertiesgenerally leased to our tenants.tenants under triple-net leases. Our ability to grow revenue and produce superior risk adjusted returns will principally dependdepends on our ability to acquire additional properties that meet our investment criteria at a yield sufficiently in excess of our cost of capital. We primarily focus on opportunities to acquire attractive commercial real estate by providing capital to small and middle-market companies that we conclude have stable and proven operating histories and attractive credit characteristics, but lack the access to capital that large companies often have.characteristics. Small and middle-market companies are often willing to enter into leases with structures and terms that we consider appealing (such as master leases and leases that require ongoing tenant financial reporting) and that we believe increase the security of rental payments.
Portfolio Diversification
Our strategy emphasizes a portfolio that (1) derives no more than 10% of its Contractual Rent from any single tenant and no more than 2.0% of its Contractual Rent from any single property, (2) is leased to tenants operating in various industries and (3) is located across the U.S. without significant geographic concentration.
A core component of our business is investing in and managing a portfolio of single-tenant, operationally essential retail real estate throughout the U.S. Accordingly, our performance is substantially dependent on the performance of our retail tenants. The market for traditional retail space has previously been, and could continue to be, adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some traditional retail companies, the ongoing consolidation in the retail industry, the excess amount of retail space in a number of markets and increasing consumer purchases through catalogs or over the internet.
In particular, we have experienced and expect to continue to experience challenges with some of our retailers through increased credit losses. These credit losses resulted in lower revenues from non-performing leases and certain charges for the year endedwrite-off of unrecoverable receivables. We expect the non-performance for certain of these leases to continue.
As of December 31, 2016,2017, Shopko represents our most significant tenant. Currently we acquired 269lease 99 properties for a gross investment of $704.9to Shopko, pursuant to three master leases and two single site leases, under which we receive approximately $3.9 million in 59 real estate transactions, including follow-on investmentsContractual Rent per month. We reduced our Shopko tenant concentration to 7.7% of $20.5 million, with a weighted average initial cash yield of 7.53% and a weighted average remaining lease term of 15.0 years. Of the 269 properties acquired during 2016, 59.2% of the gross investments were direct sale leasebacks and 72.0% of the gross investments were retail.Contractual Rent at December 31, 2017, compared to 8.2% at December 31, 2016. During the year ended December 31, 2015,2017, we acquired 232sold 12 Shopko properties for a gross investment of $889.2$71.4 million in 97 real estate transactions, including follow-on investments,gross proceeds as we continue our objective to reduce our exposure to Shopko.
As a result of the significant number of properties leased to Shopko, our results of operations and financial condition are significantly impacted by Shopko's performance under its leases. Shopko operates as a multi-department general merchandise retailer and retail health services provider primarily in mid-size and large communities in the Midwest, Pacific Northwest, North Central and Western Mountain states.
Based on our monitoring of Shopko's financial information and other challenges impacting the retail industry relative to recent years, we continue to evaluate Shopko's ongoing ability to meet its obligations to us under its leases. Although Shopko is current on all of its obligations to us under its lease arrangements with us as of December 31, 2017, we can give you no assurance that this will continue to be the case, particularly if Shopko (not just the stores subject to leases with us) experiences a weighted average initial cash yieldfurther decline in its business, financial condition and results of 7.68% and a weighted average remaining lease termoperations or loses access to liquidity. If such events were to occur, Shopko may request discounts or deferrals on the rents it pays to us,

seek to terminate its master leases with us or close certain of 16.4 years.its stores, or file for bankruptcy, all of which could significantly decrease the amount of revenue we receive from it.
Operationally Essential Real Estate with Long-Term Leases
We seek to own properties that are operationally essential to our tenants, thereby reducing the risk that our tenant

would choose not to renew an expiring lease or reject a lease in bankruptcy. In addition, weWe also seek to enter into leases with relatively long terms, typically with initial terms, oftypically 15 to 20 years, and tenant renewal options for additional terms, with attractive rent escalation provisions. As of both December 31, 2016 and December 31, 2015,2017, our leases hadhave a weighted average remaining lease term of approximately 10.710.0 years (based on Normalized Rental Revenue).Contractual Rent), compared to 10.8 years as of December 31, 2016. Approximately 20.6%22.0% of our leases (based on Normalized Rental Revenue)Contractual Rent) as of December 31, 20162017 will expire prior to January 1, 2022.2023.
Portfolio DiversificationRent Escalators
Our strategy emphasizes a portfolio that (1) derives no more than 10% of its annual rent from any single tenant and no more than 1.0% of its annual rent from any single property, (2) is leased to tenants operating in various industries and (3) is located across the U.S. without significant geographic concentration.
As of December 31, 2016, Shopko represents our most significant tenant. Following the 2014 restructuring of the Shopko master lease and defeasance of the related secured indebtedness, we have continued our objective to reduce the tenant concentration of Shopko. During the year ended December 31, 2016, we sold 14 Shopko properties having an investment value of $87.0 million. These sales, coupled with our increased rental revenue from real estate investments of $704.9 million during the past 12 months, have reduced our current Shopko tenant concentration to 8.2% compared to 9.1% at December 31, 2015.
84 Properties, LLC, with a 2.9% tenant concentration as of December 31, 2015, represented our third most significant tenant. There were 108 properties under a master lease subject to senior mortgage debt with $68.5 million of principal outstanding, which was repaid during the second quarter of 2016. The master lease agreement included a purchase option, which upon 180 days prior written notice, 84 Properties, LLC could elect to purchase all of the properties from us prior to the end of the 10th, 15th and 20th years of the lease. On October 5, 2016, an amendment to the master lease agreement was executed allowing 84 Properties, LLC to accelerate the exercise of the first purchase option date. On October 26, 2016, we completed the sale of all 108 properties to 84 Properties, LLC for total cash consideration of $205.7 million.
We believe that our experience, in-depth market knowledge and extensive network of long-standing relationships in the real estate industry will continue to provide us access to an ongoing pipeline of attractive acquisitions. However, because we primarily use external financing to fund acquisitions, periods of volatility in the credit and capital markets that may negatively affect the amounts, sources and cost of capital available to us could force us to limit our acquisition activity. Additionally, to the extent that we access capital at a higher cost (reflected in higher interest rates for debt financing or lower stock price for equity financing), our financial results could be adversely affected.
Our Leases
Rent Escalators
Generally, our single-tenant leases generally contain contractual provisions contractually increasing the rental revenue over the term of the lease at specified dates by:by (1) a fixed amount or (2) the lesser of (a) 1 to 1.252 times any increase in CPI over a specified period, or (b) a fixed percentage typically 1% to 2% per year.or (c) a fixed schedule. The percentage of our single-tenant properties (based on Normalized Rental Revenue) containing rent escalators increased slightly to approximately 89%remained consistent at 89.2% as of both December 31, 2017 and December 31, 2016, compared to approximately 88% as of December 31, 2015.respectively (based on Contractual Rent).
Master Lease Structure
Where appropriate, we seek to enter into master leases, pursuant to whichwhereby we lease multiple properties to a single tenant on an “all or none” basis. We seek to use theThe master lease structure to preventprevents a tenant from unilaterally giving up underperformingunder-performing properties while retaining well-performing properties. We had 147have 131 active master leases with property counts ranging from 2 to 172 and a weighted average non-cancelable remaining lease term (based on Contractual Rent) of 12.7 years as of December 31, 2017 compared to 129 active master leases with property counts ranging from 2 to 182 and a weighted average non-cancelable remaining lease term (based on Normalized Rental Revenue)Contractual Rent) of 13.713.9 years as of December 31, 2016 compared to 124 active master leases with property counts ranging from 2 to 189 and a weighted average non-cancelable remaining lease term (based on Normalized Rental Revenue) of 13.6 years as of December 31, 2015.2016.
Master lease revenue contributed approximately 45%44.7% of our Normalized Rental RevenueContractual Rent during the year ended December 31, 20162017, compared to approximately 46%46.2% for the same period in 2015.2016. The largest revenue producing master leases at December 31, 20162017 and 2015,2016, respectively, consisted of 2359 and 8172 properties and contributed 2.9%6.8% and 7.7%7.2% of our Normalized Rental Revenue.Contractual Rent. Our smallest revenue producing master leases, consisting of 5 and 2two properties, contributed less than 1%0.1% to our Normalized Rental RevenueContractual Rent in each of the years ended December 31,

2016 2017 and 2015,2016, respectively. As of December 31, 2016,2017, the majority of our master leases include between 2 and 10 properties.
Triple-Net Leases
Our leases are predominantly triple-net, which requirewhereby the tenant to paypays all property operating expenses, such asincluding but not limited to real estate taxes, insurance premiums and repair and maintenance costs. We occasionally enter into leases, or acquire properties with existing leases, pursuant to which we retain responsibility for the costs of structural repair, maintenance and certain other property costs. Although such leases have not historically resulted in significant costs to us, an increase in costs related to these responsibilities could negatively impact our operating results. Similarly, an increase in the vacancy rate of our portfolio would increase our costs, as we would be responsible for expenses that our tenants are currently required to pay. As of December 31, 2016,2017, approximately 84.0%82.8% of our properties (based on Normalized Rental Revenue)Contractual Rent) are subject to triple-net leases, compared to approximately 86.0%83.7% as of December 31, 2015.2016.
Impact of Inflation
Our leases typically contain provisions designed to mitigate the adverse impact of inflation on our results of operations. Since tenants are typically required to pay all property operating expenses, increases in property-level expenses at our leased properties generally do not adversely affect us. However, increased operating expenses at vacant properties and the limited number of properties that are not subject to full triple-net leases could cause us to incur additional operating expenses, which could increase our exposure to inflation. Additionally, our leases generally provide for rent escalators designed to mitigate the effects of inflation over a lease’s term. However, since some of our leases do not contain rent escalators and many that do limit the amount by which rent may increase, any increase in our rental revenue may not keep up with the rate of inflation.
Asset Management
ASSET MANAGEMENT
The stability of the rental revenue generated by our properties depends principally on our and our tenants’ ability to 1) pay rent and our ability to to:
collect rent due, 2)
renew expiring leases or re-lease space upon expiration or other termination, 3)
lease or dispose of currently vacant properties, and 4)
maintain or increase rental rates.
Each of these could be negatively impacted by adverse economic conditions, particularly those that affect the markets in which our properties are located, downturns in our tenants’ industries, increased competition for our tenants at our property locations, or the bankruptcy of one or more of our tenants. We seek to manage these risks by using our developed underwriting and risk management processes to structure and manage our portfolio.
On September 8, 2015, Haggen Holdings, LLC and a number of its affiliates, including Haggen Operations Holdings, LLC, (collectively, the "Debtors") filed petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. At the time of the filing, Haggen Operations Holdings, LLC leased 20 properties on a triple net basis from a subsidiary of ours under a master lease.
Our subsidiary and the Debtors have since entered into two separate settlement agreements, of which Albertson’s LLC was party to one of the settlements, totaling $27.4 million, of which $24.4 million relates to damages claims owed by the Debtors and $3.0 million relates to rent reduction for an amended lease with Albertson’s LLC. To date we have collected $5.5 million of the total claims and there is no guaranty that the remaining claims will be paid or otherwise satisfied in full. As a result of the settlements, the leases for seven locations were rejected and the leases for 13 locations were affirmed and assumed by the following tenants: five locations by Albertson’s LLC, five locations by Smart & Final, LLC, two locations by Gelson’s Markets and one location by Safeway Inc. As of December 31, 2016, we have sold five locations for total proceeds of $52.1 million, we have eleven locations with leases in-place with substantially the same terms and rent (inclusive of the $3.0 million payment for the rent reduction) and we have four locations that remain vacant.
Active Management and Monitoring of Risks Related to Our Investments
We seek to measure tenant financial distress risk and lease renewal risk through various processes. Many of our tenants are required to provide corporate-level and and/or unit-level financial information, which includes balance sheet, income statement and cash flow statement data on a quarterly and/or annual basis, and approximately 49.7%50.6% of our leases as of December 31, 20162017 require the tenant to provide property-level performance information, which includes income statement data on a quarterly and/or annual basis. To assist in our determination of a tenant’s credit quality, we license a product from Moody’s Analytics that provides an estimated default frequency and a “shadow rating,” and we evaluate a lease’s property-level rent coverage ratio. We also review current market data and our historical recovery rates on re-leased properties and property dispositions. Ourbasis.Our underwriting and risk management processes are designed

to structure new investments and manage existing investments to address and mitigate tenant credit quality risks and preserve the long-term return on our invested capital. We continuously monitor our underperforming and non-performing properties for potential re-lease or disposition which may trigger impairment charges when the expected future cash flows from these properties are less than their net book value. Since our inception, our occupancy based on economically yielding properties has never been below 96.1% (based on number of properties), despite the economic downturn of 2008 through 2010. The percentage of our properties (based on number of properties) that were occupied decreased slightlyeconomically yielding increased to approximately 99.2% as of December 31, 2017 from approximately 98.2% as of December 31, 20162016.
On September 8, 2015, Haggen Holdings, LLC and a number of its affiliates, including Haggen Operations Holdings, LLC, filed petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. At the time of the filing, Haggen Operations Holdings, LLC leased 20 properties on a triple net basis from approximately 98.6% asa subsidiary of December 31, 2015.ours under a master lease. For discussion of the related settlement and current status of these properties, see Note 8 to the consolidated financial statements herein.
We monitor and manage the diversification of our real estate investment portfolio in order to reduce the risks associated with adverse developments affecting a particular tenant, property, industry or region. Excluding Shopko, no tenant exceeded 4.0% of our Normalized Rental Revenue and no one single property contributed more than 1.5% of our Normalized Rental Revenue for the months ended December 31, 2016 and December 31, 2015.
We lease 116 properties to Shopko, 114 of which are under 13 master leases that had a weighted average non-cancelable remaining lease term of approximately 16.1 years and 13.7 years as of December 31, 2016 and 2015, respectively. Because a significant portion of our revenue is derived from rental revenue received from Shopko, defaults, breaches or delays in rent payments by Shopko may materially and adversely affect us. During the year ended December 31, 2015, we sold 34 Shopko properties for gross sales proceeds of $300.7 million and relet four properties to a new tenant. During the year ended December 31, 2016, we sold 14 Shopko properties for gross sales proceeds of $78.8 million and relet two additional properties to new tenants.
Capital RecyclingCAPITAL RECYCLING
We continuously evaluate opportunities for the potential disposition of properties in our portfolio when we believe such disposition is appropriate in view of our business objectives, considering criteria including, but not limited to, tenant concentration, tenant credit quality, unit financial performance, local market conditions and lease rates, associated indebtedness, asset location and tenant operation type (e.g., industry, sector, or concept/brand), as well as potential uses of proceeds and tax considerations. As part of this strategy, we attempt at times tomay enter into 1031 Exchanges when possible, to defer some or all of the taxable gains on the dispositions, if any, for federal and state income tax purposes.
The timing of any potential dispositions will depend on market conditions and other factors, including but not limited to, our capital needs and ability to defer some or all of the taxable gains on the sales. We can provide no assurance that we will dispose of any additional properties or that future acquisitions and/or dispositions, if any, will qualify as 1031 Exchanges. Furthermore, we can provide no assurance that we will deploy the proceeds from future dispositions in a manner that produces comparable or better yields.
Capital FundingCAPITAL FUNDING
Our principal demands for funds are for property acquisitions, payment of principal and interest on our outstanding indebtedness, operating and property maintenance expenses and distributions to our stockholders. Generally, property acquisitions are temporarily funded through our Revolving Credit Facility, followed by permanent financing through asset level financing or issuance of debt or equity securities. Our remaining cash needs for payments of principal and interest, operating and property maintenance expenses and distributions to stockholders will be generated fromare typically met by cash flows from operations, which are primarily driven by the rental income received from our leased properties, interest income earned on loans receivable and interest income on our cash balances. We generally temporarily fund the acquisition of real estate utilizing our Revolving Credit Facilities, followed by permanent financing through asset level financing or by issuing debt or equity securities.
Debt Capital Structure
As of December 31, 2016,2017, we had an approximately $3.8$3.7 billion principal balance outstanding consisting of $2.2$2.6 billion of non-recourse mortgage indebtedness, $747.5 million of unsecured Convertible Notes, $300.0 million of Senior Unsecured Notes, $420.0and $112.0 million under our unsecured Term Loan and $86.0 million under our unsecured 2015Revolving Credit Facility. We have additional borrowing capacity of $714.0$688.0 million under the 2015Revolving Credit Facility.Facility and $420.0 million under our Term Loan. The 2015Revolving Credit Facility and Term Loan provide for financial flexibility to help fund future acquisitions and for general corporate

purposes. Our non-recourse mortgage indebtedness is comprised of $528.4$332.6 million of fixed-rate CMBS including $26.6 millionfrom acceleration of defaulted loans and $1.7$2.2 billion in securitized net-lease mortgage notes under our Spirit Master Funding Program. Approximately $1.7$2.1 billion of our outstanding principal indebtedness is fully or partially amortizing, providing for an ongoing reduction in principal prior to maturity. Prior to January 1, 2020,2021, contractual amortization payments are scheduled to reduce our outstanding principal amount of indebtedness by $112.6$134.9 million and balloon payments of $1.3$1.1 billion are due at maturity under a number of different loans. Included in these balloon payments is $26.6$64.3 million for

the acceleration of principal payable, including $9.5$13.2 million of capitalized interest, following an event of default under 26 separate CMBS loans.
Interest Costs
As of December 31, 2016,2017, the weighted average stated interest rate on our fixed rate debt under our CMBS and Master Trust Notes, excluding the amortization of deferred financing costs and debt discounts, was approximately 5.17%5.1%. The weighted average stated rate as of December 31, 20162017 of our unsecured Convertible Notes and Unsecured Senior Notes were 3.28% and 4.45%, respectively. Our fixed-rate debt structure provides us with a stable and predictable cash requirement related to our debt service. The stated rate of our unsecured variable-rate Term Loan as of December 31, 20162017 was 1.91%2.44%. We amortize on a non-cash basis the deferred financing costs and debt discounts/premiums associated with our fixed-rate debt to interest expense using the effective interest rate method over the terms of the related notes. For the year ended December 31, 2016,2017, non-cash interest expense recognized on our Revolving Credit Facilities, mortgages and notes payable, Senior Unsecured Notes, Convertible Notes and Term Loandebt totaled $15.4$23.5 million. Any changes to our debt structure, including borrowings under our 2015Revolving Credit Facility, Term Loan or debt financing associated with property acquisitions, could materially influence our operating results depending on the terms of any such indebtedness. A significant amount of our debt provides for scheduled principal payments. As principal is repaid, our interest expense decreases. Changing interest rates will increase or decrease the interest expense we incur on unhedged variable interest rate debt and may impact our ability to refinance maturing debt.
Critical Accounting Policies and Estimates
Our accounting policies are determined in accordance with GAAP. The preparation of our financial statements requires us to make estimates and assumptions that are subjective in nature and, as a result, our actual results could differ materially from our estimates. Estimates and assumptions include, among other things, subjective judgments regarding the fair values and useful lives of our properties for depreciation and lease classification purposes, the collectability of receivables and asset impairment analysis. Set forth below are the more critical accounting policies that require management judgment and estimates in the preparation of our consolidated financial statements. See Notes 2 and 9 to the consolidated financial statements for further details.
Real Estate Investments
Revenue Recognition
We lease real estate to our tenants under long-term, triple-net leases that are primarily classified as operating leases. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Under certain leases, tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recorded on a gross basis, as we are generally the primary obligor with respect to purchasing goods and services from third-party suppliers.Tenant receivables are carried net of the allowances for uncollectible amounts.
Lease origination fees are deferred and amortized over the related lease term as an adjustment to rental revenue. Our leases generally provide for rent escalations throughout the lease terms. For leases that provide for specific contractual escalations, rental revenue is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accordingly, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight-line basis and scheduled rents, represents unbilled rent receivables that we will receive only if the tenants make all rent payments required through the expiration of the initial term of the leases. The accrued rental revenue representing this straight-line adjustment is subject to an evaluation for collectability, and we record a provision for losses against rental revenues if collectability of these future rents is not reasonably assured.
Leases that have contingent rent escalators indexed to future increases in the CPI may adjust over a one-year period or over multiple-year periods. Generally, these escalators increase rent at the lesser of (1) 1 to 1.25 times any increase in the CPI over a specified period or (2) a fixed percentage. Because of the volatility and uncertainty with respect to future changes in the CPI, our inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and our view that the multiplier does not represent a significant leverage factor, rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have occurred.

Some of our leases also provide for contingent rent based on a percentage of the tenant’s gross sales. For contingent rentals that are based on a percentage of the tenant’s gross sales, we recognize contingent rental revenue when the change in the factor on which the contingent lease payment is based actually occurs.
We suspend revenue recognition if the collectability of amounts due pursuant to a lease is not reasonably assured or if the tenant’s monthly lease payments become more than 60 days past due, whichever is earlier.
Lease termination fees are recognized when there is a signed termination agreement and all of the conditions of the agreement have been met and are included in other income on our consolidated statements of operations.REAL ESTATE INVESTMENTS
Purchase Accounting and Acquisition of Real Estate; Property Held for SaleLease Intangibles
When acquiring a property, we allocate the purchase price (including acquisition and closing costs) to land, building, improvements and equipment based on their relative fair values. For properties acquired with in-place leases, we allocate the purchase price of real estate to the tangible and intangible assets and liabilities acquired based on their estimated fair values and acquisition costs are expensed as incurred. In making estimates of fair values for this purpose, weWe use a number of sources including independent appraisals and information obtained about each property as a result of our pre-acquisition due diligence and our marketing and leasing activities. Property classified as "held for sale" is not depreciated and is recorded at the lower of its carrying value or itsto estimate fair value less anticipated selling costs.
Lease Intangibles
of real estate acquisitions, including building age, building location, building condition, rent comparables from similar properties, and terms of in-place leases, if any. Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above or below-market leases. For real estate acquired subject to existing lease agreements, in-placeIn-place lease intangibles are valued based on our estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. We then allocate the purchase price (including acquisition and closing costs) to land, building, improvements and equipment based on their relative fair values. For properties acquired with in-place leases, we allocate the purchase price of real estate to the tangible and intangible assets and liabilities acquired based on their estimated fair values. Above and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and our estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease.
In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below market lease intangibles are generally amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if we believe it is likely the tenant will exercise the renewal option. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in impairment loss in our consolidated statements of operations.
Impairment
We review our real estate investments and related lease intangibles periodicallyquarterly for indicators of impairment, whenever events or changeswhich include the asset being held for sale, tenant bankruptcy, leases expiring in circumstances indicate that the carrying amount may not be recoverable. We consider factors such as expected future undiscounted cash flows, estimated residual value, market trends (such as the effectsless than 12 months and property vacancy. For assets with indicators of leasing demand and competition) and other factors in making this assessment. An asset is considered impairedimpairment, we then evaluate if its carrying value exceeds its estimated undiscounted cash flows, and the impairment is calculated as the amount byin which the carrying value ofcase the asset exceeds its estimated fair value.is considered impaired. Estimating future cash flows and fair values are highly subjective and such estimates could differ materially from actual results. Key assumptions used in estimating future cash flows and fair values include, but are not limited to, revenue growth rates, interest rates, discount rates, capitalization rates, lease renewal probabilities, tenant vacancy rates and other factors.
Provision
Impairment is then calculated as the amount by which the carrying value exceeds the estimated fair value. The fair values are estimated by using the following information, depending on availability, in order of preference: signed purchase and sale agreements or letters of intent; recently quoted bid or ask prices, or market prices for comparable properties; estimates of cash flow, which consider, among other things, contractual and forecasted rental revenues, leasing assumptions, and expenses based upon market conditions; and expectations for the use of the real estate.
Allowance for Doubtful Accounts
We review our rent receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event thatIf the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a write-off of the specific receivable will be made. Uncollected accounts receivable are written off against the allowance when all possible means of collection have been exhausted. For deferred rental revenues related to the straight-line method of reporting rental revenue, we establish a provision for losses based on our estimate of uncollectible receivables

and our assessment of the risks inherent in our portfolio, giving consideration to historical experience and industry default rates for long-term receivables.
Income TaxesINCOME TAXES
REIT Status
We have elected to be taxed as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2005. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes commencing with such taxable year, and we intend to continue operating in such a manner. To maintain our qualification as a REIT status, we are required to annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided that we qualify for taxation as a REIT, we are generally not subject to corporate level federal income tax on the earnings distributed to our stockholders that we derive from our REIT qualifying activities. We are still subject to state and local income and franchise taxes and to federal income and excise tax on our undistributed income. If we fail to qualify as a REIT in any taxable year and are unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to federal income tax at regular corporate rates, including any applicable alternative minimum tax. Unless entitled to relief under specific statutory provisions, we would be ineligible to elect to be treated as a REIT for the four taxable years following the year for which we lose our qualification. It is not possible to state whether in all circumstances we would be entitled to this statutory relief.
TRS
We have elected, together with certain of our subsidiaries, to treat such subsidiaries as our TRS for federal income tax purposes. A taxable REIT subsidiary generally may provide both customary and non-customary services to tenants of its parent REIT and engage in other activities that the parent REIT may not engage in directly without adversely affecting its qualification as a REIT. Currently, our TRS do not provide any services to our tenants or conduct other material activities. However, one or more TRS of ours may in the future provide services to certain of our tenants. We may form additional taxable REIT subsidiaries in the future and we may contribute some or all of our interests in certain wholly-owned subsidiaries or their assets to a TRS of ours. Any income earned by our TRS will not be included in our taxable income for purposes of the 75% or 95% gross income tests, except to the extent such income is distributed to us as a dividend, in which case such dividend income will qualify under the 95%, but not the 75%, gross income test. Because a taxable REIT subsidiary is subject to federal income tax and state and local income tax (where applicable), as a regular C corporation, the income earned by our TRS generally will be subject to an additional level of tax as compared to the income earned by our other subsidiaries. Historically, we have not actively pursued or engaged in material activities that would require the use of our TRS.
Share-Based CompensationSHARE-BASED COMPENSATION
Under our Amended Incentive Award Plan, we may grant equity incentive awards to eligible employees, directors and other service providers. Awards under the Amended Incentive Award Plan may be in the form of stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, performance awards, stock payment awards, performance share awards, LTIP units and other incentive awards. If an award under the Amended Incentive Award Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Amended Incentive Award Plan. Awards granted under theour Amended Incentive Award Plan may require service-based vesting over a period of years subsequent to the grant date and resulting equity-based compensation expense, measured at the fair value of the award on the date of grant, will be recognized as an expense in our consolidated financial statements over the vesting period. Grant date fair value is estimated using the Monte Carlo simulation model, which incorporates stock price correlation, projected dividend yields and other variables over the time horizons matching the performance periods.

Results of Operations
Comparison of the Years Ended December 31, 2017 and 2016
The following discussion includes the results of our continuing operations as summarized in the table below:
 Years Ended December 31,
(In Thousands)2017 2016  Change  % Change
Revenues:       
Rentals$639,017
 $648,363
 $(9,346) (1.4)%
Interest income on loans receivable3,791
 5,253
 (1,462) (27.8)%
Earned income from direct financing leases2,078
 2,742
 (664) (24.2)%
Tenant reimbursement income16,747
 14,125
 2,622
 18.6 %
Other income7,322
 15,491
 (8,169) (52.7)%
Total revenues668,955
 685,974
 (17,019) (2.5)%
Expenses:       
General and administrative62,064
 52,615
 9,449
 18.0 %
Restructuring charges
 6,341
 (6,341) (100.0)%
Transaction costs6,361
 
 6,361
 100.0 %
Property costs (including reimbursable)36,617
 30,839
 5,778
 18.7 %
Real estate acquisition costs1,356
 3,229
 (1,873) (58.0)%
Interest190,127
 196,586
 (6,459) (3.3)%
Depreciation and amortization256,019
 262,276
 (6,257) (2.4)%
Impairment102,330
 88,275
 14,055
 15.9 %
Total expenses654,874
 640,161
 14,713
 2.3 %
Income from continuing operations before other (expense) income and income tax expense14,081
 45,813
 (31,732) (69.3)%
Other (expense) income:       
(Loss) gain on debt extinguishment(1,645) 233
 (1,878) NM
Total other (expense) income(1,645) 233
 (1,878) NM
Income from continuing operations before income tax expense12,436
 46,046
 (33,610) (73.0)%
Income tax expense(394) (965) 571
 59.2 %
Income from continuing operations$12,042
 $45,081
 $(33,039) 73.3 %
        
Gain on disposition of assets$65,106
 $52,365
 $12,741
 24.3 %
NM - Percentages over 100% are not displayed.
REVENUES
Rentals
For the year ended December 31, 2017, approximately 95.5% of our total revenues were generated from long-term leases of our owned properties. Our contractual rental revenues between periods decreased by 0.9% as we were a moderate disposer of income producing real estate during the year ended December 31, 2017. We acquired 39 properties with a real estate investment value of $323.0 million during the year ended December 31, 2017. This increase was offset by the sale of 192 properties during the same period for gross sales of $551.2 million, of which 87 were income producing properties for gross sales of $397.5 million. Additionally, we had tenant credit losses in the first quarter of 2017, where the majority of the increase in our nonperforming properties were in the convenience store and movie theater industries.
During both the years ended December 31, 2017 and 2016, non-cash rentals were $30.6 million, representing approximately 4.8% and 4.7%, respectively, of total rental revenue from continuing operations.

Interest income on loans receivable
While financed properties increased from 74 at December 31, 2016 to 88 at December 31, 2017, resulting in an increase of 20.1% in the related mortgage loans receivable balances for the comparative period, interest income on loans receivable decreased as a result of a timing of the change in financed properties. We held 144 financed properties at the beginning of 2016, of which 66 were paid off in mid-2016. Additionally, all 16 properties financed in 2017 were originated in the last four months of 2017.
Tenant reimbursement income
We have a number of leases that require our tenants to reimburse us for certain property costs we incur. Tenant reimbursement income is driven by the tenant reimbursable property costs described below.
Other income
The year-over-year decrease in other income is primarily due to $5.5 million in fee income associated with the prepayment of certain mortgage loans for the year ended December 31, 2016, and no comparable transaction for the year ended December 31, 2017. Additionally, lease termination fees collected for the year ended December 31, 2017 were $5.0 million, compared to $7.3 million for the year ended December 31, 2016.
EXPENSES
General and administrative
The year-over-year increase in general and administrative expenses is primarily due to $11.1 million in severance related costs, comprised of $4.2 million of cash compensation and $6.9 million of non-cash compensation, recorded in the year ended December 31, 2017 following the departure of our chief executive officer and an increase of $4.3 million in bad debt expense recorded year-over-year. The change in bad debt expense increased primarily as a result of certain entertainment, sporting goods and restaurant - casual dining properties for which the straight-line rent has been determined to be uncollectible for the year ended December 31, 2017, offset by a decrease in bad debt expenses related to convenience store properties of $1.1 million year-over-year. Finally, the period-over-period increase in general and administrative expenses was partially offset by the $1.7 million loss recognized in the comparable prior period related to termination fees on an interest rate swap.
Property costs
The increase in property costs is primarily due to an increase in non-reimbursable property taxes on operating properties of $2.4 million and an increase in reimbursable property taxes of $3.1 million. The increase in non-reimbursable property taxes on operating properties resulted from an increase in tenant credit issues year-over-year. Tenant reimbursable property costs for the year ended December 31, 2017 were $21.4 million, an increase from $18.0 million in 2016.
Transaction costs
On August 3, 2017, we announced a proposed Spin-Off of almost all of our interests in our properties leased to Shopko, assets that collateralize Master Trust 2014 and other additional assets into an independent, publicly traded REIT. Transaction costs associated with the Spin-Off for the year ended December 31, 2017 totaled $6.4 million.
Interest
The decrease in interest expense is primarily due to the extinguishment of $238.5 million of mortgage debt with a weighted average interest rate of 5.5% during the year ended December 31, 2017. This was partially offset by an increase in interest due to increased average borrowings year-over-year under our Revolving Credit Facility and Term Loan, as well as interest on our Senior Unsecured Notes, which were issued in August 2016.

The following table summarizes our interest expense on related borrowings:
 Years Ended December 31,
(In Thousands)2017 2016
Interest expense – Revolving Credit Facilities (1)
$7,957
 $3,314
Interest expense – Term Loan9,793
 5,218
Interest expense – mortgages and notes payable111,049
 143,233
Interest expense – Convertible Notes24,509
 24,509
Interest expense – Unsecured Senior Notes13,351
 4,932
Non-cash interest expense:   
Amortization of deferred financing costs9,896
 9,070
Amortization of net losses related to interest rate swaps
 93
Amortization of debt discount/(premium), net13,572
 6,217
Total interest expense$190,127
 $196,586
(1) Includes non-utilization fees of approximately $2.1 million and $2.0 million for the years ended December 31, 2017 and 2016, respectively.
Depreciation and amortization
Depreciation and amortization expense relates primarily to depreciation on the commercial buildings and improvements we own and to amortization of the related lease intangibles. We were a net disposer during the year ended December 31, 2017 (based on depreciable real estate assets), which was the primary driver in the decrease year-over-year. During the year ended December 31, 2017, we acquired 39 properties with a depreciable basis of $323.0 million, while we sold 192 properties with a real estate investment value of $536.0 million. Our depreciable real estate balance was further reduced due to impairment charges recorded in 2017 on properties that remain in our portfolio. Finally, properties held for sale are no longer depreciated and there were more properties being held for sale this year than last year. The following table summarizes our depreciation and amortization expense:
 Years Ended December 31,
(In Thousands)2017 2016
Depreciation of real estate assets$212,112
 $215,443
Other depreciation563
 475
Amortization of lease intangibles43,344
 46,358
Total depreciation and amortization$256,019
 $262,276
Impairment
Impairment charges for the year ended December 31, 2017 were $102.3 million. These charges included $24.8 million on properties held for sale, including $15.0 million on vacant held for sale properties and $6.4 million on four education properties held for sale. $77.2 million of impairment was recorded on properties held and used, including $55.9 million on vacant properties held and used, $10.0 million on eight underperforming properties within the drug store/pharmacy and consumer electronics industries, and $4.2 million on an underperforming property within the general merchandise industry. $0.3 million of impairment charges related to unrecoverable amounts from mortgage loans receivable.
During the year ended December 31, 2016, we recorded impairment losses of $88.3 million. These charges included $23.1 million on 28 properties that were held for sale, including $10.6 million on vacant held for sale properties, and $28.2 million on vacant properties that were not classified as held for sale. The impairment losses also include $26.3 million on 9 underperforming properties within the restaurant-casual dining, movie theater, general merchandise, drug store/pharmacy and distribution industries. In addition, during the year ended December 31, 2016, lease intangible write-offs were primarily due to the $6.6 million write-off of below market rent intangible liabilities for one tenant in the restaurant-casual dining industry.
(Loss) gain on debt extinguishment
During the year ended December 31, 2017, we extinguished $238.5 million of mortgage debt and recognized a loss on debt extinguishment of $1.6 million. The loss was primarily attributable to the $1.6 million pre-payment premium

paid in conjunction with our voluntary pre-payment of the full outstanding balance of Master Trust 2014 Series 2014-1 Class A1 note of $43.1 million in November 2017. During the same period in 2016, we extinguished $883.0 million of mortgage debt and recognized a gain on debt extinguishment of $0.2 million. The gain was primarily attributable to the extinguishment of four defaulted mortgage loans upon sale of the properties collateralizing these loans to third parties, offset by losses from the prepayment and defeasance fees on 408 properties.
Gain on disposition of assets
During the year ended December 31, 2017, we disposed of 192 properties and recorded gains totaling $65.1 million. Included in these amounts are a $16.2 million gain on the sales of 12 Shopko properties, a $9.5 million gain on the sales of 29 restaurant - casual dining and quick service properties, a $8.9 million gain on the sales of six grocery properties, a $7.9 million gain on the sale of a distribution property, a $7.8 million gain on the sales of 11 drug store/pharmacy properties, and a $7.6 million gain on the sales of five building materials properties. These gains were partially offset by a $6.9 million loss on the sales of 105 vacant properties during the year ended December 31, 2017.
During 2016, we disposed of 213 properties and recorded gains totaling $52.4 million. Included in these amounts are a $12.7 million gain for the sales of 14 Shopko properties, a $10.3 million gain for the sale of one grocery property, a $9.8 million gain on the sale of 30 properties within the restaurant-quick service industry and a $8.8 million gain on the sale of 19 properties with the restaurant-casual dining industry.

Results of Operations
Comparison of the Years Ended December 31, 2016 and 2015
The following discussion includes the results of our continuing operations as summarized in the table below:
Years Ended December 31,Years Ended December 31,
2016 2015  Change  % Change
 (in thousands)  
(In Thousands)2016 2015  Change  % Change
Revenues:              
Rentals$648,363
 $634,151
 $14,212
 2.2 %$648,363
 $634,151
 $14,212
 2.2 %
Interest income on loans receivable5,253
 6,948
 (1,695) (24.4)%5,253
 6,948
 (1,695) (24.4)%
Earned income from direct financing leases2,742
 3,024
 (282) (9.3)%2,742
 3,024
 (282) (9.3)%
Tenant reimbursement income14,125
 15,952
 (1,827) (11.5)%14,125
 15,952
 (1,827) (11.5)%
Other income15,491
 7,260
 8,231
 NM
15,491
 7,260
 8,231
 NM
Total revenues685,974
 667,335
 18,639
 2.8 %685,974
 667,335
 18,639
 2.8 %
Expenses:              
General and administrative52,615
 47,730
 4,885
 10.2 %52,615
 47,730
 4,885
 10.2 %
Restructuring charges6,341
 7,056
 (715) (10.1)%6,341
 7,056
 (715) (10.1)%
Property costs30,839
 27,715
 3,124
 11.3 %
Property costs (including reimbursable)30,839
 27,715
 3,124
 11.3 %
Real estate acquisition costs3,229
 2,739
 490
 17.9 %3,229
 2,739
 490
 17.9 %
Interest196,586
 222,901
 (26,315) (11.8)%196,586
 222,901
 (26,315) (11.8)%
Depreciation and amortization262,276
 260,633
 1,643
 0.6 %262,276
 260,633
 1,643
 0.6 %
Impairment88,275
 70,695
 17,580
 24.9 %88,275
 70,695
 17,580
 24.9 %
Total expenses640,161
 639,469
 692
 0.1 %640,161
 639,469
 692
 0.1 %
Income from continuing operations before other income (expense) and income tax expense45,813
 27,866
 17,947
 64.4 %45,813
 27,866
 17,947
 64.4 %
Other income (expense):              
Gain (loss) on debt extinguishment233
 (3,162) 3,395
 NM
233
 (3,162) 3,395
 NM
Total other income (expense)233
 (3,162) 3,395
 NM
233
 (3,162) 3,395
 NM
Income from continuing operations before income tax expense46,046
 24,704
 21,342
 NM
46,046
 24,704
 21,342
 NM
Income tax expense(965) (601) (364) (60.6)%(965) (601) (364) (60.6)%
Income from continuing operations$45,081
 $24,103
 $20,978
 NM
$45,081
 $24,103
 $20,978
 (87.0)%
              
Gain on disposition of assets$52,365
 $68,421
 $(16,056) (23.5)%$52,365
 $68,421
 $(16,056) 23.5 %
NM - Percentages over 100% are not displayed.
RevenuesREVENUES
For the year ended December 31, 2016, approximately 94.9% of our total revenues were generated from long-term leases of our owned properties. The year-over-year increase of 2.8% in total revenue was due primarily to an increase in base rental revenue resulting from real estate acquisitions subsequent to December 31, 2015, as well as recognition of other non-tenant income income and lease termination fees, both of which are recorded in other income.
Rentals
The year-over-year increase in rental revenue was primarily attributable to the acquisition of 269 properties with a gross investment in real estate of $704.9 million during the year ended December 31, 2016. This increase was partially offset by the sale of 213 properties during the same period having a real estate investment value of $598.7 million. During the year ended December 31, 2016 and 2015, non-cash rentals were $30.6 million and $23.4 million, respectively, representing approximately 4.7% and 3.7% of total rental revenue from continuing operations, respectively. Contractual rent escalations subsequent to December 31, 2015 also contributed to the increase.

As of December 31, 2016, 98.2% of our owned properties were occupied (based on number of properties). The majority of our nonperforming properties were in the convenience store and restaurants-casual dining industries. As of December 31, 2016 and 2015, respectively, 46 and 36 of our properties were vacant and not generating rent, representing approximately 1.8% and 1.4% of our owned properties. Of the 46 vacant properties, 10 were held for sale as of December 31, 2016.
Tenant reimbursement income
We have a number of leases that require our tenants to reimburse us for certain property costs we incur. Tenant reimbursement income is driven by the tenant reimbursable property costs described below.
Other income
The year-over-year increase in other income is primarily due to $5.5 million in fee income associated with the prepayment of certain mortgage loans receivable and $7.2 million in lease termination fees received from Haggen and three other properties for the year ended December 31, 2016. Comparatively, for the year ended December 31, 2015, there was only $5.8 million in lease termination fees related to three tenants.
ExpensesEXPENSES
General and administrative
The year-over-year increase in general and administrative expenses is primarily due to a $4.0 million increase in professional fees and office expenses, $2.0 million of bad debt expense recorded in relation to 34 convenience store properties for which the rent has been determined to be uncollectible and a $1.7 million charge for the termination of our interest rate swaps. Higher professional fees and office expenses include legal, consulting and temporary services attributable to our relocation to Dallas, Texas. These increases were partially offset by a decrease in compensation and related benefits of $3.9 million related to the forfeiture of previously recognized non-cash compensation following the departure of an executive officer in the current period.
Restructuring charges
During the quarter ended December 31, 2015, we made the strategic decision to relocate the Company's headquarters from Scottsdale, Arizona to Dallas, Texas. As a result, during the year ended December 31, 2015, the Company incurred $7.1 million of restructuring charges. Comprising the majority of this amount were estimated employee separation costs, which were based on the anticipated separation date of June 30, 2016 and recognized on the date the employee elected to separate in December 2015. Employee separation costs primarily consist of severance payments, retention bonuses and pro-rated 2016 annual bonuses. Costs associated with employees electing to relocate to Dallas were recognized as the liability was incurred. These costs include a transition bonus and reimbursements for certain relocation costs, including home sale costs, lease breakage penalties, moving costs and a miscellaneous allowance. Other restructuring charges, including placement fees and third-party consulting fees, were also recognized when incurred. As such, during the year ended December 31, 2016, we incurred $6.3 million in restructuring charges related to our relocation. Of this amount, $4.9 million related to professional fees, consulting services, employee severance costs, lease termination expense of our prior headquarters, while the balance was for employee relocation costs and other restructuring charges.
Property costs
For the year ended December 31, 2016, property costs were $30.8 million (including $14.1 million of tenant reimbursables) compared to $27.7 million (including $16.0 million of tenant reimbursables) for the same period in 2015. The increase was driven primarily by an increase in non-reimbursable property taxes on non-operating properties of $3.5 million, as well as increased costs to the Company due to the increased number of vacant properties.
Interest
Year-over-year decrease in interest expense is primarily due to the extinguishment of $883.0 million of mortgage debt with a weighted average interest rate of 6.01% during the year ended December 31, 2016. This decrease was partially offset by an increase in interest from our Term Loan, which was entered into during November 2015, and the issuance of our Senior Unsecured Notes in August 2016.

The following table summarizes our interest expense on related borrowings from continuing operations:
Years Ended December 31,Years Ended December 31,
2016 2015
 (in thousands)
(In Thousands)2016 2015
Interest expense – Revolving Credit Facilities (1)$3,314
 $2,698
$3,314
 $2,698
Interest expense – Term Loan5,218
 888
5,218
 888
Interest expense – mortgages and notes payable143,233
 184,439
143,233
 184,439
Interest expense – Convertible Notes (2)
24,509
 24,509
Interest expense – Convertible Notes24,509
 24,509
Interest expense – Unsecured Senior Notes4,932
 
4,932
 
Non-cash interest expense:      
Amortization of deferred financing costs9,070
 7,937
9,070
 7,937
Amortization of net losses related to interest rate swaps93
 108
93
 108
Amortization of debt discount/(premium), net6,217
 2,322
6,217
 2,322
Total interest expense$196,586
 $222,901
$196,586
 $222,901
(1) Includes non-utilization fees of approximately $2.0 million and $1.6 million for the years ended December 31, 2016 and 2015, respectively.
Depreciation and amortization
Depreciation and amortization expense relates primarily to depreciation on the commercial buildings and improvements we own and to amortization of the related lease intangibles. The year-over-year increase is primarily due to the acquisition of 269 properties, representing a gross investment in real estate of $704.9 million, during the year ended December 31, 2016. The increase was partially offset by dispositions of 213 properties during 2016 with a real estate investment value of $598.7 million. Our net acquisitions during the year were partially offset by a reduction in our real estate investment value due to impairment charges recorded in 2016 on properties that remain in our portfolio and a higher real estate value of properties held for sale compared to 2015. Properties held for sale are no longer depreciated.
The following table summarizes our depreciation and amortization expense from continuing operations:
Years Ended December 31,Years Ended December 31,
2016 2015
 (in thousands)
(In Thousands)2016 2015
Depreciation of real estate assets$215,443
 $210,395
$215,443
 $210,395
Other depreciation475
 375
475
 375
Amortization of lease intangibles46,358
 49,863
46,358
 49,863
Total depreciation and amortization$262,276
 $260,633
$262,276
 $260,633
Impairments
During the year ended December 31, 2016, we recorded impairment losses of $88.3 million. These charges included $23.1 million of impairment on 28 properties that were held for sale, including $10.6 million of impairment on vacant held for sale properties, and $28.2 million on vacant properties that were not classified as held for sale. The impairment losses also include $26.3 million on 9 underperforming properties within the restaurant-casual dining, movie theater, general merchandise, drug store/pharmacy and distribution industries. In addition, during the year ended December 31, 2016, lease intangible write-offs were primarily due to the $6.6 million write-off of below market rent intangible liabilities for one tenant in the restaurant-casual dining industry. During the year ended December 31, 2015, we incurred impairment losses of $55.4 million from 22 vacant or underperforming properties within the education, restaurant-casual dining and sporting goods industries. In addition, 29 properties held for sale during the period incurred impairment losses of $15.0 million. The balance of the impairment loss included an allowance for loan loss on an unsecured note.

The following summarizes our impairment loss from continuing operations:
Years Ended December 31,Years Ended December 31,
2016 2015
 (in thousands)
(In Thousands)2016 2015
Real estate and intangible asset impairment$80,390
 $68,531
$80,390
 $68,531
Write-off of lease intangibles due to lease terminations, net7,683
 1,666
7,683
 1,666
Loans receivable impairment176
 324
176
 324
Total impairments from real estate investment net assets88,249
 70,521
88,249
 70,521
Other impairment26
 174
26
 174
Total impairment loss$88,275
 $70,695
$88,275
 $70,695
Gain (loss) on debt extinguishment
During the year ended December 31, 2016, we extinguished $883.0 million of mortgage debt and recognized a gain on debt extinguishment of $0.2 million. The gain was primarily attributable to the extinguishment of four defaulted mortgage loans upon sale of the properties collateralizing these loans to third parties, offset by losses from the prepayment and defeasance fees on 408 properties. During the same period in 2015, we retired $536.6 million in high interest rate CMBS debt with a weighted average interest rate of 5.73%.
Gain on disposition of assets
During the year ended December 31, 2016, we disposed of 213 properties and recorded gains totaling $52.4 million from continuing operations. Included in these amounts are the sales of 14 Shopko properties for a $12.7 million gain, $10.3 million for the sale of one grocery property, a $9.8 million gain on the sale of 30 properties within the restaurant-quick service industry and a $8.8 million gain on the sale of 19 properties with the restaurant-casual dining industry. During 2015, we disposed of 110 properties and recorded gains totaling $68.4 million from continuing operations. These gains are primarily attributable to a $58.7 million gain from the sale of 34 Shopko properties. Additionally, we sold or disposed of 76 other properties, including 31 vacant properties and 5 multi-tenant properties.

Results of Operations
Comparison of the Years Ended December 31, 2015 and 2014
The following discussion includes the results of our continuing operations as summarized in the table below:
 Years Ended December 31,
 2015 2014  Change  % Change
  (in thousands)  
Revenues:       
Rentals$634,151
 $574,456
 $59,695
 10.4 %
Interest income on loans receivable6,948
 7,239
 (291) (4.0)%
Earned income from direct financing leases3,024
 3,343
 (319) (9.5)%
Tenant reimbursement income15,952
 13,085
 2,867
 21.9 %
Other income7,260
 4,748
 2,512
 52.9 %
Total revenues667,335
 602,871
 64,464
 10.7 %
Expenses:       
General and administrative47,730
 42,637
 5,093
 11.9 %
Restructuring charges7,056
 
 7,056
 NM
Finance restructuring costs
 13,022
 (13,022) (100.0)%
Property costs27,715
 23,383
 4,332
 18.5 %
Real estate acquisition costs2,739
 3,631
 (892) (24.6)%
Interest222,901
 220,070
 2,831
 1.3 %
Depreciation and amortization260,633
 247,966
 12,667
 5.1 %
Impairment70,695
 37,598
 33,097
 88.0 %
Total expenses639,469
 588,307
 51,162
 8.7 %
Income from continuing operations before other expense and income tax expense27,866
 14,564
 13,302
 91.3 %
Other expense:       
Loss on debt extinguishment(3,162) (64,750) 61,588
��95.1 %
Total other expense(3,162) (64,750) 61,588
 95.1 %
Income (loss) from continuing operations before income tax expense24,704
 (50,186) 74,890
 NM
Income tax expense(601) (673) 72
 10.7 %
Income (loss) from continuing operations$24,103
 $(50,859) $74,962
 NM
        
Gain on disposition of assets$68,421
 $10,221
 $58,200
 NM
NM - Percentages over 100% are not displayed.
Revenues
For the year ended December 31, 2015, 95.5% of our total revenues were generated from long-term leases of our owned properties. The year over year increase of 10.7% in total revenue was due primarily to an increase in base rental revenue resulting from real estate acquisitions subsequent to December 31, 2014.
Rentals
The year-over-year increase in rental revenue was primarily attributable to the acquisition of 232 properties with a gross investment in real estate of $889.2 million during the year ended December 31, 2015. This increase was partially offset by the sale of 110 properties during the same period having a real estate investment value of $541.0 million. During the year ended December 31, 2015 and 2014, non-cash rentals were $23.4 million and $19.3 million, respectively, representing approximately 3.7% and 3.4% of total rental revenue from continuing operations, respectively. Contractual rent escalations subsequent to December 31, 2014 also contributed to the increase.

As of December 31, 2015, 98.6% of our owned properties were occupied (based on number of properties). The majority of our nonperforming properties were in the restaurant, grocery and manufacturing industries. As of December 31, 2015 and 2014, respectively, 36 and 37 of our properties, representing approximately 1.4% and 1.6% of our owned properties, were vacant and not generating rent. Of the 36 vacant properties, 12 were held for sale as of December 31, 2015.
Tenant reimbursement income
We have a number of leases that require our tenants to reimburse us for certain property costs we incur. Tenant reimbursement income is driven by the tenant reimbursable property costs described below.
Other income and interest on real estate transactions
The net change is primarily attributable to lease settlement fees in 2015 of $5.8 million related to three tenants compared to income of $2.7 million from a legal settlement associated with the resolution of a dispute with a tenant during 2014.
Expenses
General and administrative
The year-over-year increase in general and administrative expenses is primarily due to higher compensation and related benefits of $4.8 million, which includes $1.7 million related to non-cash stock compensation. The increase in compensation and related benefits is primarily attributable to the acceleration of cash and non-cash stock compensation of approximately $2.2 million related to the departure of certain executive officers during the year ended December 31, 2015. The balance of the increase in compensation and related benefits is primarily attributable to an increase in employee headcount and salaries between the comparable periods.
Restructuring charges
During the three months ended December 31, 2015, we made the strategic decision to relocate the Company's headquarters from Scottsdale, Arizona to Dallas, Texas. As a result, during the year ended December 31, 2015, the Company incurred $7.1 million of restructuring charges. Comprising the majority of this amount were estimated employee separation costs, which were based on the anticipated separation date of June 30, 2016 and recognized on the date the employee elected to separate in December 2015. Employee separation costs primarily consist of severance payments, retention bonuses and pro-rated 2016 annual bonuses. Costs associated with employees electing to relocate to Dallas are recognized as the liability is incurred. These costs include a transition bonus and reimbursements for certain relocation costs, including home sale costs, lease breakage penalties, moving costs and a miscellaneous allowance. Other restructuring charges, including placement fees and third party consulting fees, will be recognized when incurred. There were no such costs incurred during the year ended December 31, 2014.
Finance restructuring costs
In connection with the Exchange Offer, we incurred costs of approximately $13.0 million during the year ended December 31, 2014, which included legal, accounting and financial advisory services, and other third-party expenses. No such costs were incurred during the year ended December 31, 2015.
Property costs
For the year ended December 31, 2015, property costs were $27.7 million (including $16.0 million of tenant reimbursables) compared to $23.4 million (including $13.1 million of tenant reimbursables) for the same period in 2014. The increase in property costs is primarily attributable to increases in operating costs, such as utilities and property taxes at certain vacant properties, and general operating costs at various properties that allow for reimbursement of such costs. The increase in tenant reimbursables represents the corresponding increase in general reimbursable operating costs.
Interest
Year-over-year interest was relatively unchanged. The higher Convertible Notes interest during the current period was due to the timing of our $747.5 million May 2014 offering. Total cash interest was reduced due to the retirement of high interest rate mortgage notes and maintaining a lower average outstanding principal balance under our Revolving Credit Facilities. During 2015, we extinguished $536.6 million of mortgage notes with a weighted average interest rate of 5.73%, and our average principal balance drawn on our Revolving Credit Facilities was $48.0 million during 2015

compared to $81.3 million during 2014. The reduction in cash interest was offset by an increase in interest incurred on our Term Loan, which closed in November 2015, and the timing of the $510.0 million Master Trust 2014 Notes offering, with a weighted average interest rate of 4.30%, in December 2014.
Non-cash interest increased $5.2 million resulting primarily from the amortization of capitalized deferred financing costs associated with the Master Trust 2014 Notes offering as well as the debt discount associated with our Convertible Notes offering.
The following table summarizes our interest expense on related borrowings from continuing operations:
 Years Ended December 31,
 2015 2014
 (in thousands)
Interest expense – Revolving Credit Facilities (1)$2,698
 $3,597
Interest expense – Term Loan888
 
Interest expense – mortgages and notes payable184,439
 196,246
Interest expense – Convertible Notes (2)
24,509
 15,046
Interest expense – other
 6
Non-cash interest expense:   
Amortization of deferred financing costs7,937
 5,899
Amortization of net losses related to interest rate swaps108
 125
Amortization of debt discount/(premium), net2,322
 (849)
Total interest expense$222,901
 $220,070
(1) Includes non-utilization fees of approximately $1.6 million and $1.2 million for the years ended December 31, 2015 and 2014, respectively.
Depreciation and amortization
Depreciation and amortization expense relates primarily to depreciation on the commercial buildings and improvements we own and to amortization of the related lease intangibles. The year-over-year increase is primarily due to the acquisition of 232 properties, representing a gross investment in real estate of $889.2 million, during the year ended December 31, 2015. The increase was partially offset by dispositions of 110 properties during 2015 with a real estate investment value of $541.0 million.
The following table summarizes our depreciation and amortization expense from continuing operations:
 Years Ended December 31,
 2015 2014
 (in thousands)
Depreciation of real estate assets$210,395
 $194,383
Other depreciation375
 379
Amortization of lease intangibles49,863
 53,204
Total depreciation and amortization$260,633
 $247,966
Impairments
During the year ended December 31, 2015, we incurred impairment losses of $55.4 million primarily from 22 vacant or underperforming properties within the education, restaurant-casual dining and sporting goods industries. In addition, 29 properties held for sale during the period incurred impairment losses of $15.0 million. The balance of the impairment loss included an allowance for loan loss on an unsecured note. During the year ended December 31, 2014, we recorded impairment losses of $37.6 million. These charges included $20.2 million on the impairment of 21 properties that were held for sale, including two multi-tenant properties, and $22.7 million of impairment on twelve properties which were underperforming. Of the twelve underperforming properties, seven were in the manufacturing industry relating to one original tenant, three were in the quick service restaurant industry, one in the home furnishings industry and one in the pharmaceutical industry. In addition during the year ended December 31, 2014, lease intangible write-offs resulted in

a net credit to impairment of $4.8 million primarily due to the write-off of below market rent intangible liabilities following the amendment to the Shopko master lease.
The following summarizes our impairment loss from continuing operations:
 Years Ended December 31,
 2015 2014
 (in thousands)
Real estate and intangible asset impairment$68,531
 $41,890
Write-off of lease intangibles due to lease terminations, net1,666
 (4,820)
Loans receivable impairment324
 
Total impairments from real estate investment net assets70,521
 37,070
Other impairment174
 528
Total impairment loss$70,695
 $37,598
Loss on debt extinguishment
During the year ended December 31, 2015, we recognized a loss on debt extinguishment of $3.2 million. The loss included approximately $8.1 million in defeasance costs and fees paid for the retirement of $536.6 million of debt. This amount was partially offset by an agreed upon reduction in principal to a portion of a defaulted CMBS note that exceeded the proceeds from the sale of four properties that secured the loan. During the year ended December 31, 2014, we recorded a loss on debt extinguishment of $64.8 million. The loss on debt extinguishment was related to the retirement of certain senior mortgage notes payable with an aggregate principal balance of $583.8 million. The loss on debt extinguishment was primarily the result of costs incurred related to the Shopko defeasance.
Gain on disposition of assets
During the year ended December 31, 2015, we recorded gains totaling $68.4 million from continuing operations on the disposition of certain real estate assets. These gains are primarily attributable to a $58.7 million gain from the sale of 34 Shopko properties. The Shopko property sales are consistent with management's strategic decision to reduce our Shopko tenant concentration while maximizing our investment value. Additionally, we sold or disposed of 76 other properties, including 31 vacant properties and 5 multi-tenant properties.During 2014, we disposed of 32 properties, and recorded gains totaling $10.2 million from continuing operations. An additional $0.3 million in gains were recorded in discontinued operations from the sale of six properties during 2014.
Liquidity and Capital Resources
Short-term Liquidity and Capital Resources
On a short-term basis, our principal demands for funds will be for operating expenses, including financing of acquisitions, distributions to stockholders and interest and principal on current and any future debt financings. We expect to fund our operating expenses and other short-term liquidity requirements, capital expenditures, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs and cash distributions to common and preferred stockholders, primarily through cash provided by operating activities and borrowings under the 2015Revolving Credit Facility and Term Loan. Our 2015Revolving Credit Facility and Term Loan increase our capacity to fund acquisitions, while continuing to meet our short-term working capital requirements. As of December 31, 2016, $714.02017, $688.0 million of borrowing capacity was available under the 2015 Credit Facility and the Term Loan was fully drawn.
During the third quarter of 2016, the Operating Partnership issued $300.0 million aggregate principal amount of senior notes. The Senior Unsecured Notes are fully and unconditionally guaranteed by the Corporation with a purchase price paid by the initial purchasers for the Senior Unsecured Notes of 99.378% of the principal amount. Net proceeds from this offering were used to initially repay amounts outstanding under the Company's Term Loan, Revolving Credit Facility and for general corporate purposes.$420.0 million was available under the Term Loan.
During 2016, we sold an aggregate total of 6.3 million shares under our ATM Program for net proceeds of $77.7 million after payment of commissions and other issuance costs of $1.3 million. The net proceeds were contributed to the Operating Partnership to fund acquisitions, repay borrowings and for general corporate purposes. In November, 2016, the Corporation's Board of Directors authorizedapproved a new $500$500.0 million ATM Program and the CorporationCompany terminated itsit's existing ATM Program.program. As of December 31, 2016, $500.0 million in gross proceeds capacity remained available2017, no shares had been sold under

the new ATM Program. In addition, during April 2016, we completed an underwritten public offering of 34.5 million shares of our common stock and raised net proceeds of $368.9 million. The net proceeds from the offering were used to reduce outstanding amounts under the Term Loan.
In February 2016, ourthe Company's Board of Directors approved a stock repurchase program, which authorizes the Company to repurchase up to $200.0 million of its common stock. During the year ended December 31, 2017, 26,337,295 shares of the Company's outstanding common stock were repurchased in open market transactions under this stock repurchase program, at a weighted average price of $7.59 per share, equivalent to the full $200.0 million authorized. Fees associated with the share repurchase of $0.5 million are included in retained earnings.
In August, 2017, our Board of Directors approved a new stock repurchase program, which authorizes us to purchase up to $200.0$250.0 million of our common stock in the open market or through private transactions from time to time over the next 18 months. Purchase activity will be dependent on various factors, including our capital position, operating results, funds generated by asset sales, dividends that may be required by those sales, and investment options that may be available, including acquiring new properties or retiring debt. The stock repurchase program does not obligate us to repurchase any specific number of shares and may be suspended at any time at our discretion. We intend to fund any repurchases with the net proceeds from asset sales, cash flows from operations, existing cash on the balance

sheet and other sources. We have notAs of December 31, 2017, the Company had repurchased 9,502,670 shares of its outstanding common stock under this new stock repurchase program.
In October, 2017, the Company completed an underwritten public offering of 6,900,000 shares of 6.00% Series A Cumulative Redeemable Preferred Stock, including 900,000 shares sold pursuant to this stock repurchase program.the underwriter's option to purchase additional shares. Gross proceeds raised were approximately $172.5 million; net proceeds were approximately $166.2 million after deducting underwriter discounts and offering costs paid by the Company. The net proceeds from the offering were initially used to reduce outstanding debt and for general operating purposes of the Company.
Long-term Liquidity and Capital Resources
We plan to meet our long-term capital needs, including long-term financing of property acquisitions, by issuing registered debt or equity securities, obtaining asset level financing and occasionally by issuing fixed rate secured or unsecured notes and bonds. We may continue to issue common stock when we believe that our share price is at a level that allows for the proceeds of any offering to be accretively invested into additional properties. In addition, we may issue common stock to permanently finance properties that were financed by our 2015Revolving Credit Facility, Term Loan or other indebtedness. In the future, some of our property acquisitions could be made by issuing partnership interests of our Operating Partnership in exchange for property owned by third parties. These partnership interests would be exchangeable for cash or, at our election, shares of our common stock.
We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, we cannot assure you that we will have access to the capital markets at times and on terms that are acceptable to us. We expect that our primary uses of capital will be for property and other asset acquisitions and the payment of tenant improvements, operating expenses, including debt service payments on any outstanding indebtedness, and distributions to our stockholders.
Description of Certain Debt
Spirit Master Funding Program
The Spirit Master Funding Program is an asset-backed securitization platform in which we raise capital through the issuance of non-recourse net lease mortgage notes collateralized by commercial real estate, net leases and mortgage loans. The Spirit Master Funding Program allows us to issue notes that are secured by the assets of the special purpose entity note issuers that are pledged to the indenture trustee for the benefit of the noteholders and managed by the Operating Partnership as property manager. These Collateral Pools consist primarily of commercial real estate properties, the issuers’ rights in the leases of such properties and commercial mortgage loans secured by commercial real estate properties. In general, monthly rental and mortgage receipts with respect to the leases and mortgage loans are deposited with the indenture trustee who will first utilize these funds to satisfy the debt service requirements on the notes and any fees and costs associated with the administration of the Spirit Master Funding Program.Program including property and asset management fees payable to Spirit. The remaining funds are remitted to the issuers monthly on the note payment date.
In addition, upon satisfaction of certain conditions, the issuers may, from time to time, sell or exchange real estate properties or mortgage loans from the Collateral Pools. Proceeds from the sale of assets within the Collateral Pools are held on deposit by the indenture trustee until a qualifying substitution is made or the amounts are distributed as an early repayment of principal. At December 31, 2016, $14.42017, $85.7 million was held on deposit and classified as restricted cash within deferred costs and other assets, net in our consolidated balance sheet included in this Annual Report on Form 10-K.
The Spirit Master Funding Program consists of two separate securitization trusts that have one or multiple bankruptcy-remote, special purpose entities as issuers of the Master Trust 2013 and Master Trust 2014 notes. Each issuer is an indirect wholly-owned subsidiary of ours. All outstanding series of Master Trust Notes were rated A+ by S&P as of December 31, 2016.

2017.
Master Trust 2013
In December 2013, an indirect wholly-owned subsidiary of ours issued $330.0 million aggregate principal amount of net-lease mortgage notes comprised of $125.0 million of 3.89% interest onlyinterest-only notes expected to be repaid in December 2018 and $205.0 million of 5.27% amortizing notes expected to be repaid in December 2023.


Master Trust 2014
In May 2014, we completed our Exchange Offer to exchange the outstanding principal balance of three series of existing net-lease mortgage notes for three series of newly issued Master Trust 2014 notes. The terms of the new notes remain generally similar to the old notes including the interest rate and anticipated final repayment dates; however, the new notes generally amortize more slowly than the old notes and have a legal final payment date that is 17 years later than the old notes (although the anticipated repayment date remains the same). The revisions to Master Trust 2014, in connection with the issuance of the new notes, generally provide the Operating Partnership more administrative flexibility as property manager and special servicer. In addition, there is no requirement that the new notes be insured by third party financial guaranty insurance as were the old notes and we no longer pay the associated insurance premium which approximated $0.2 million per month during the applicable periods of 2014. The Exchange Offer was accounted for as a debt modification and the related costs of $13.0 million for the year ended December 31, 2014 are classified as finance restructuring costs in our consolidated statements of operations included in this Annual Report on Form 10-K.
In November 2014, the existing issuers under Master Trust 2014 and two additional indirect wholly-owned subsidiaries of ours, collectively as co-issuers, completed the issuance of $510.0 million aggregate principal amount of net-lease mortgage notes comprised of $150.0 million of 3.50% interest onlyinterest-only notes expected to be repaid in January 2020 and $360.0 million of 4.63% amortizing notes (interest only(interest-only through November 2017) expected to be repaid in January 2030.
At the time of issuance, the Class A notes represented approximately 70% of the collateral appraised value and are currently rated A+ by S&P. The Class B notes are subordinate to the Class A notes as to principal repayment, represent approximately 5% of the collateral value, and are currently rated BBB by S&P.
In December 2017, the existing issuers under Master Trust 2014, collectively as co-issuers, completed the issuance of $674.4 million aggregate principal amount of net-lease mortgage notes comprised of $542.4 million of 4.36%, Class A, amortizing notes and $132.0 million of 6.35%, Class B, interest-only notes, each class of Notes have an anticipated repayment date in December 2022 and a legal final payment date in December 2047. (Refer to Note 17. Subsequent Events, regarding repricing of the Class B Notes). The Operating Partnership retained $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes to satisfy its regulatory risk retention obligations. In conjunction with the issuance, the Company pre-paid Series 2014-1 Class A1 of the 2014 notes.
The Master Trust Notes are summarized below:
Stated
Rates
(1)
 Remaining Term December 31,
2016
 December 31,
2015
Stated
Rates
(1)
 Remaining Term December 31,
2017
 December 31,
2016
  (in Years) (in Thousands)  (in Years) (in Thousands)
Series 2014-1 Class A15.1% 3.5 $53,919
 $65,027
% 0.0 $
 $53,919
Series 2014-1 Class A25.4% 3.5 253,300
 253,300
5.4% 2.5 252,437
 253,300
Series 2014-25.8% 4.2 226,283
 229,674
5.8% 3.2 222,683
 226,283
Series 2014-35.7% 5.2 311,820
 312,276
5.7% 4.2 311,336
 311,820
Series 2014-4 Class A13.5% 3.1 150,000
 150,000
3.5% 2.1 150,000
 150,000
Series 2017-1 Class A (2)
4.4% 5.0 515,280
 
Series 2017-1 Class B (2)
6.4% 5.0 125,400
 
Series 2014-4 Class A24.6% 13.1 360,000
 360,000
4.6% 12.1 358,664
 360,000
Total Master Trust 2014 notes5.1% 6.5 1,355,322
 1,370,277
5.0% 5.4 1,935,800
 1,355,322
Series 2013-1 Class A3.9% 2.0 125,000
 125,000
3.9% 1.0 125,000
 125,000
Series 2013-2 Class A5.3% 7.0 192,384
 196,817
5.3% 6.0 187,704
 192,384
Total Master Trust 2013 notes4.7% 5.0 317,384
 321,817
4.7% 4.0 312,704
 317,384
Total Master Trust Notes  1,672,706
 1,692,094
  2,248,504
 1,672,706
Debt discount, net  (18,787) (22,909)  (36,188) (18,787)
Deferred financing costs, net  (16,376) (19,345)  (24,010) (16,376)
Total Master Trust Notes, net  $1,637,543
 $1,649,840
  $2,188,306
 $1,637,543
(1) Represents the individual series stated interest rate as of December 31, 20162017 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of December 31, 2016.2017.
(2) The Operating Partnership acquired $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes, which eliminate in consolidation, to satisfy its regulatory risk retention obligations.

As of December 31, 2016,2017, the Master Trust 2014 notes were secured by 855815 owned and financed properties issued by 5 indirect wholly-owned subsidiaries of the Corporation. The notes issued under Master Trust 2014 are cross-collateralized by the assets of all issuers within this trust. As of December 31, 2016,2017, the Master Trust 2013 notes were secured by 307296 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Corporation.


Convertible Notes
The Convertible Notes are comprised of two series of notes with an aggregate principal amount of $747.5 million at both December 31, 20162017 and December 31, 2015.2016. Interest on the Convertible Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 2019 Notes, aggregate principal amount $402.5 million, accrue interest at 2.875% and are scheduled to mature on May 15, 2019. The 2021 Notes, aggregate principal amount $345.0 million, accrue interest at 3.75% and are scheduled to mature on May 15, 2021. As of December 31, 2016,2017, the carrying amount of the Convertible Notes was $702.6$715.9 million, which is net of discounts (for the value of the embedded conversion feature) and unamortized deferred financing costs.
Holders may convert notes of either series prior to November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, only under the following circumstances: (1) if the closing price of our common stock for each of at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days in the quarter is greater than or equal to 130% of the conversion price for the Convertible Notes; (2) during the five business day period after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last closing price of our common stock and the conversion rate for the Convertible Notes; (3) if we call any or all of the Convertible Notes for redemption prior to the redemption date; or (4) upon the occurrence of specified corporate events as described in the Convertible Notes prospectus supplement. On or after November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert the Convertible Notes of the applicable series at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver cash, shares of common stock or a combination of cash and shares of common stock, at our election.
The initial conversion rate for the Convertible Notes is 76.3636 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $13.10 per share of common stock). The conversion rate for each series of the Convertible Notes is subject to adjustment for some events, including dividends paid in excess of threshold amounts stipulated in the agreement, but will not be adjusted for any accrued and unpaid interest. As of December 31, 2016,2017, the conversion rate was 76.810077.3144 per $1,000 principal note. If we undergo a fundamental change (as defined in the Convertible Notes supplemental indentures), holders may require us to repurchase all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest.
2015Revolving Credit Facility
On March 31, 2015, the Operating PartnershipCompany entered into the Credit Agreement, among the Operating Partnership as borrower and the Company as guarantor, that established a new $600.0 million unsecured credit facility and terminated its secured $400.0 million 2013 Credit Facility. The 2015Revolving Credit Facility was subsequently amended in November, 2016 and matures on March 31, 2019 (extendable(extendible at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements). The amendment conformed certain of the terms and covenants to those in the Term Loan Agreement, including limiting the requirement of subsidiary guarantees to material subsidiaries (as defined) meeting certain conditions. The 2015 Credit Facility includes an accordion feature to increase the committed facility size to up to $1.0 billion, subject to satisfying certain requirements and obtaining additional lender commitments. On April 27, 2016, the Company expanded the borrowing capacity under the 2015Revolving Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The 2015Revolving Credit Facility also includes a $50.050.0 million sub-limit for swinglineswing-line loans and up to $60.0 million available for issuancesissuance of letters of credit. SwinglineSwing-line loans and letters of credit reduce availability under the 2015Revolving Credit Facility on a dollar-for-dollar basis.
At On November 3, 2015, the electionCompany entered into a first amendment to the Credit Agreement. The amendment conforms certain of the Operating Partnership, the 2015 Credit Facility initially bears interest at our current leverage grid pricing equalterms and covenants to either LIBOR plus 1.40% to 1.90% per annum, or a specified base rate plus 0.40% to 0.90% per annum. In each case, the applicable rates depend on our leverage ratio. The Operating Partnership is initially required to pay a fee on the unused portion of the 2015 Credit Facility at a rate equal to either 0.15% or 0.25% per annum, based on percentage thresholds for the average daily amount by which the aggregate amount of the revolving credit commitment exceeds the aggregate principal amount of advances during a fiscal quarter. Per the amendment, the Operating Partnership’s election to change the grid pricing from leverage based to credit rating based pricing initially requires at least two credit ratings of BBB- or better from S&P or Fitch or Baa3 or better from Moody’s. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leverage based pricing to credit rating based pricingthose in the second quarterTerm Loan Agreement, including limiting the requirement of 2016. Under credit rating based pricing,subsidiary guaranties to material subsidiaries (as defined in the 2015Credit Agreement) meeting certain conditions. At December 31, 2017, there were no subsidiaries meeting this requirement.
The Revolving Credit Facility bears interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum or a specified base rate plus 0.0% to 0.55%

and requires a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, in each case depending

on the Corporation's credit rating. As of December 31, 2016,2017, the 2015Revolving Credit Facility bore interest at LIBOR plus 1.25% based on ourthe Company's credit rating and incurred a facility fee of 0.25% per annum.
The Operating Partnership may voluntarily prepay the 2015Revolving Credit Facility, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any. Payment of the 2015Revolving Credit Facility is unconditionally guaranteed by the Corporation and material subsidiaries that meet certain conditions (as defined in the Credit Agreement). As of December 31, 2016,2017, there were no subsidiaries that met this requirement.
As of December 31, 2016, $86.02017, $112.0 million in borrowings were outstanding and $714.0$688.0 million of borrowing capacity was available under the 2015Revolving Credit Facility. Amounts available for borrowing under the 2015Revolving Credit Facility remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.60:1.00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions;
Minimum fixed charge coverage ratio (defined as EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates, to fixed charges) of 1.50:1.00;
Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.50:1:00;
Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties, to unsecured interest expense) of 1.75:1.00;
Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions; and
Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.
In addition to these covenants, the Credit Agreement also includes other customary affirmative and negative covenants, such as (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all or substantially all assets; (iv) maintenance of status as a REIT and listing on any national securities exchange; and (v) material modifications to organizational documents.
As of December 31, 2016,2017, the Corporation and the Operating Partnership were in compliance with these covenants.
Line of Credit
A special purpose entity indirectly owned by the Corporation had access to a $40.0 million secured revolving line of credit which expired on March 27, 2016.
Term Loan
On November 3, 2015, we entered into a Term Loan Agreement among the Operating Partnership as borrower, the Corporation as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at our option pursuant to two one-year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to be increased to up to $600.0 million, subject to obtaining additional lender commitments. In December 2015, upon obtaining additional lender commitments, we increased the term facility from $325.0 million to $370.0 million. On December 19, 2016, we increased the term facility from $370.0 million to $420.0 million.
The Term Loan Agreement provides that borrowings bear interest at either LIBOR plus 1.35% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum, at the Operating Partnership's election. In each case, the applicable margin is determined based upon the Corporation’s leverage ratio. If the Corporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- from S&P or Fitch, Inc. or Baa3 from Moody's, the Operating Partnership may make an irrevocable election to have the margin based upon the Corporation's credit ratings. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from

leverage based pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, borrowings will bear interest at either LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.0% to 0.75% per annum, in each case depending on the Corporation’s credit ratings. As of December 31, 2016,2017, the Term Loan bore interest at LIBOR plus 1.35% based on our credit rating.

The Operating Partnership may voluntarily prepay the Term Loan, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees. Amounts prepaid may be subsequently re-borrowed within 30 days. Payment of the Term Loan is unconditionally guaranteed by the Corporation and, under certain circumstances, by one or more material subsidiaries (as defined in the Term Loan Agreement) of the Corporation. The obligations of the Operating Partnership and any guarantor under the Term Loan are full recourse to the Corporation and each guarantor.
As of December 31, 2016,2017, the Term Loan was fully drawn.provided $420.0 million of borrowing capacity. Amounts available for borrowing under the Term Loan remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.60:1.00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions;
Minimum fixed charge coverage ratio (defined as consolidated EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates to fixed charges) of 1.50:1.00;
Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents to total asset value) of 0.50:1:00;
Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties to unsecured interest expense) of 1.75:1.00;
Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions; and
Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.
In addition, the Term Loan Agreement includes other customary affirmative and negative covenants, including (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all or substantially all assets; (iv) maintenance of status as a REIT and listing on a national securities exchange; and (v) material modifications to organizational documents. The ability to borrow under the Term Loan Agreement is subject to continued compliance with all of the covenants described above.
As of December 31, 2016,2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
Senior Unsecured Notes
On August 18, 2016, the Operating Partnership completed a private placement of $300.0 million aggregate principal amount senior notes through a Rule 144A offering with registration rights, which are guaranteed by the Corporation. The Senior Unsecured Notes were issued at 99.378% of their principal amount, resulting in net proceeds of $296.2 million after deducting transaction fees and expenses. The Senior Unsecured Notes accrue interest at a rate of 4.450% per year, payable on March 15 and September 15 of each year, until the maturity date of September 15, 2026. We have agreed to fileThe Company filed a registration statement with the SEC and cause to become effective a registration statement pursuant to which we will offer to exchange the private Senior Unsecured Notes for registered Senior Unsecured Notes with substantially similaridentical terms, which became effective April 14, 2017. All $300.0 million aggregate principal amount of private Senior Unsecured Notes were tendered in the exchange for registered notes.Senior Unsecured Notes.
The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed on or after June 15, 2026 (three months prior to the maturity date of the Senior Unsecured Notes), the redemption price will not include a make-whole premium.  

In connection with the issuance of the Senior Unsecured Notes, the Corporation and Operating Partnership remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness, to total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles) of 0.60:1.00;
Minimum unencumbered asset coverage ratio (defined as total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles, to consolidated total unsecured indebtedness) of 1.50:1:00;
Maximum secured indebtedness leverage ratio (defined as consolidated total secured indebtedness, to total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles) of 0.40:1.00; and
Minimum fixed charge coverage ratio (defined as consolidated income available for debt service, to the annual service charge) of 1.50:1.0.
In addition, the Senior Unsecured Notes Agreement includes other customary affirmative and negative covenants, including (i) maintenance of status as a REIT; (ii) payment of all taxes, assessments and governmental charges levied on the REIT; (iii) reporting on financial information; and (iv) maintenance of properties and property insurance.
As of December 31, 2016,2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
CMBS
We may use long-term, fixed-rate debt to finance our properties on a “match-funded” basis.properties. In such events, we generally seek to use asset level financing that bears annual interest less than the annual rent on the related lease(s) and that matures prior to the expiration of such lease(s). In general, the obligor of our asset level debt is a special purpose entity that holds the real estate and other collateral securing the indebtedness. Each special purpose entity is a bankruptcy remote separate legal entity, and is the sole owner of its assets and solely responsible for its liabilities other than typical non-recurring covenants.
As of December 31, 2016,2017, we had 3112 loans with approximately $528.4$332.6 million of outstanding principal balances under our fixed rate CMBS loans, with a weighted average contractual interest rate of 5.70%5.81% and a weighted average maturity of 3.84.6 years. Approximately one-third of this debt is partially amortizing and requires a balloon payment at maturity. These balances include twosix separate fixed-rate CMBS loans that are in default due to the underperformance of the foureight properties that secure them. As of December 31, 2016,2017, the aggregate principal balance under the defaulted CMBS loans was $26.6$64.3 million, including $9.5$13.2 million of default interest added to principal, and is discussed further below. Excluding these twosix loans, the outstanding principal obligations under our CMBS fixed-rate loans as of December 31, 20162017 was $501.9$268.3 million.
The table below shows the outstanding principal obligations, including amortization, of these CMBS fixed rate loans as of December 31, 20162017 and the year in which the loans mature (dollars in thousands). The information displayed in the table excludes amounts and interest rates related to the defaulted loans and the foureight properties securing them.
Year of MaturityNumber of Loans Number of Properties Stated Interest Rate Range Weighted Average Stated Rate Scheduled Principal Balloon TotalNumber of Loans Number of Properties Stated Interest Rate Range Weighted Average Stated Rate Scheduled Principal Balloon Total
201718
 15
 5.51%-6.52% 5.72% $4,222
 $161,373
 $165,595
           
20184
 10
 3.90%-4.65% 4.03% 3,853
 57,779
 61,632

 
 0 % $3,692
 $
 $3,692
20191
 5
 4.61%-4.61% 3.32% 3,905
 10,000
 13,905

 
  
 3,905
 
 3,905
2020
 
  
 4,100
 
 4,100

 
  
 4,100
 
 4,100
2021
 
  
 4,365
 
 4,365

 
  
 4,365
 
 4,365
20221
 12
 4.67% 4.67
 4,617
 42,400
 47,017
Thereafter6
 100
 4.67%-6.00% 5.77% 11,891
 240,380
 252,271
5
 88
 5.23%-6.00% 5.48
 7,276
 197,980
 205,256
Total29
 130
 
 5.37% 32,336
 469,532
 501,868
6
 100
 5.35% $27,955
 $240,380
 $268,335


CMBS Liquidity Matters
During the year ended December 31, 2016, we transferred seven properties to lenders with a net book value of $34.7 million and extinguished defaulted principal and accrued interest outstanding of $64.1 million. As of December 31, 2016,2017, we are in default on twosix separate CMBS loans due to the underperformance of the properties securing these loans. The wholly-owned special purpose entities subject to these mortgage loans are separate legal entities and the sole owner of their assets and responsible for their liabilities. The aggregate outstanding principal balance of these loans, including capitalized interest, totaled $26.6$64.3 million. We believe the value of these properties is less than the related debt. As a result, we have notified the lenders of each special purpose entity that we anticipate either surrendering these properties to the lenders or selling them in certain instances in exchange for relieving the indebtedness, including any accrued interest and accrued or unpaid property expenses, encumbering them.
The following table provides key elements of the defaulted mortgage loans (dollars in thousands):
IndustryProperties Net Book Value Monthly Base Rent Pre-Default Outstanding Principal 
Capitalized Interest (1)
 Total Debt Outstanding 
Restricted Cash (2)
 Stated Rate Default Rate 
Accrued Interest (1)
Properties Net Book Value Monthly Base Rent Pre-Default Outstanding Principal 
Capitalized Interest (1)
 Total Debt Outstanding 
Restricted Cash (2)
 Stated Rate Default Rate 
Accrued Interest (1)
                  
Manufacturing2 $3,618
 $16
 $5,460
 $11,354
 $16,814
 $
 5.85% 9.85% $143
Sporting Goods1
 $6,351
 $
 $6,321
 $30
 $6,351
 $376
 5.62% 10.62% $58
1 3,070
 
 6,321
 429
 6,750
 453
 5.62
 10.62
 80
Manufacturing3
 20,206
 
 10,730
 9,476
 20,206
 
 5.85% 9.85% 216
Consumer Electronics1 3,021
 
 8,592
 592
 9,184
 286
 5.87
 9.87
 62
Multi-Tenant Retail1 12,580
 95
 17,250
 398
 17,648
 575
 5.53
 7.53
 78
Sporting Goods2 3,457
 
 9,625
 310
 9,935
 
 4.39
 9.39
 78
Sporting Goods1 2,010
 
 3,853
 128
 3,981
 169
 4.65
 9.65
 33

4
 $26,557
 $
 $17,051
 $9,506
 $26,557
 $376
 5.80% 10.04% $274
8 $27,756
 $111
 $51,101
 $13,211
 $64,312
 $1,483
 5.44% 9.21% $474
(1) Interest capitalized to principal that remains unpaid.
(2) Represents restricted cash controlled by the lender that may be applied to reduce the outstanding principal balance.
Debt Maturities
Future principal payments due on our various types of debt outstanding as of December 31, 20162017 (in thousands):
Total 2017 2018 2019 2020 2021 ThereafterTotal 2018 2019 2020 2021 2022 Thereafter
Term Loan$420,000
 $
 $420,000
 $
 $
 $
 $
2015 Credit Facility86,000
 
 
 86,000
 
 
 
             
Revolving Credit Facility112,000
 
 112,000
 
 
 
 
Master Trust Notes1,672,706
 21,893
 163,262
 40,420
 448,202
 236,046
 762,883
2,248,504
 163,185
 40,230
 410,713
 237,790
 969,020
 427,566
CMBS - fixed-rate (1)
528,427
 192,154
 61,632
 13,905
 4,100
 4,365
 252,271
332,647
 68,004
 3,905
 4,100
 4,365
 47,017
 205,256
Convertible Notes747,500
 
 
 402,500
 
 345,000
 
747,500
 
 402,500
 
 345,000
 
 
Unsecured Senior Notes300,000
 
 
 
 
 
 300,000
300,000
 
 
 
 
 
 300,000
$3,754,633
 $214,047
 $644,894
 $542,825
 $452,302
 $585,411
 $1,315,154
$3,740,651
 $231,189
 $558,635
 $414,813
 $587,155
 $1,016,037
 $932,822
(1)The CMBS - fixed-rate payment balance in 20162018 includes $26.6$64.3 million, including $9.5$13.2 million of capitalized interest, for the acceleration of principal payable following an event of default under 26 separate CMBS loans with stated maturities in 2017.2018.

Contractual Obligations
The following table provides information with respect to our commitments as well as potential acquisitions under contract as of December 31, 2016,2017, the table does not reflect available debt extensions (in thousands):
 Payment due by period Payment due by period
         More than         More than
   Less than 1 1-3 years 3-5 years 5 years   Less than 1 1-3 years 3-5 years 5 years
Contractual Obligations Total Year (2017) (2018-2019) (2020-2021) (after 2021) Total Year (2018) (2019-2020) (2021-2022) (after 2022)
          
Debt - Principal $3,754,633
 $214,047
 $1,187,719
 $1,037,713
 $1,315,154
 $3,740,651
 $231,189
 $973,448
 $1,603,192
 $932,822
Debt - Interest (1) (3)
 796,059
 158,651
 273,111
 180,096
 184,201
 795,950
 170,252
 288,219
 192,452
 145,027
Acquisitions Under Contract (2)
 45,598
 45,598
 
 
 
 29,281
 29,281
 
 
 
Capital Improvements 53,085
 52,759
 326
 
 
 34,128
 30,203
 2,525
 1,400
 
Operating Lease Obligations 38,918
 2,912
 6,047
 6,009
 23,950
 43,842
 3,157
 6,356
 6,312
 28,017
Total $4,688,293
 $473,967
 $1,467,203
 $1,223,818
 $1,523,305
 $4,643,852
 $464,082
 $1,270,548
 $1,803,356
 $1,105,866
(1) Excludes interest on defaulted mortgage loans.
(2) Contracts contain standard cancellation clauses contingent on results of due diligence.
(3) Debt - Interest has been calculated based on outstanding balances as of December 31, 20162017 through their respective maturity dates and includes the impact of interest rates swaps executed to fix floating rate indebtedness and excludes unamortized non-cash deferred financing costs of $37.1$39.6 million, unamortized debt discount of $52.9$61.4 million and any interest due on defaulted mortgage loans, including $0.3$0.5 million accrued as of December 31, 2016.2017.
Distribution Policy
Distributions from our current or accumulated earnings are generally classified as ordinary income, whereas distributions in excess of our current and accumulated earnings, to the extent of a stockholder’s federal income tax basis in our common stock, are generally classified as a return of capital. Under the 2017 Tax Legislation, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Distributions in excess of a stockholder’s federal income tax basis in our common stock are generally characterized as capital gain.
We are required to distribute 90% of our taxable income (subject to certain adjustments and excluding net capital gain) on an annual basis to maintain qualification as a REIT for federal income tax purposes and are required to pay federal income tax at regular corporate rates to the extent we distribute less than 100% of our taxable income (including capital gains).
We intend to make distributions that will enable us to meet the distribution requirements applicable to REITs and to eliminate or minimize our obligation to pay corporate-level federal income and excise taxes.
Any distributions will be at the sole discretion of our boardBoard of directors,Directors, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, FFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as our boardBoard of directorsDirectors deems relevant.

Cash Flows
Comparison of Years Ended December 31, 2017 and 2016
The following table presents a summary of our cash flows for the years ended December 31, 2017 and 2016 (in thousands):
 Years Ended
 December 31,
 2017 2016 Change
Net cash provided by operating activities$386,393
 $361,409
 $24,984
Net cash provided by (used in) investing activities82,942
 (117,251) 200,193
Net cash used in financing activities(470,596) (255,889) (214,707)
Net (decrease) increase in cash and cash equivalents$(1,261) $(11,731) $10,470
As of December 31, 2017, we had $8.8 million of unrestricted cash and cash equivalents as compared to $10.1 million as of December 31, 2016.
Operating Activities
Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.
The increase in net cash provided by operating activities was primarily attributable to a decrease in costs associated with debt extinguishment of $22.9 million due to a lower volume of mortgage debt being extinguished, a decrease in cash paid for interest of $18.4 million related to the lower level of outstanding mortgage debt, and reduced restructuring charge payments of $11.3 million as restructuring activities were finalized in 2016, offset by a decrease in cash revenue of $19.1 million and increases in property costs of $5.8 million related to reimbursable and non-reimbursable property taxes, and G&A costs of $3.6 million.
The decrease in revenue was primarily attributable to the disposition of 192 properties, representing a gross investment in real estate during the year ended December 31, 2017 of $510.9 million, partially offset by the acquisition of 39 properties, during the same period, with a real estate investment value totaling $323.0 million.
Investing Activities
Cash provided by (used in) investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.
Net cash provided by investing activities during 2017 included cash proceeds of $472.5 million from the disposition of 192 properties, offset by $279.9 million to fund the acquisition of 39 properties and capitalized real estate expenditures of $46.1 million and the transfer of sales proceeds to restricted cash accounts of $71.3 million . Net cash provided by investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $12.8 million and the investment in notes receivable of $5.0 million.
During the same period in 2016, net cash used in investing activities included $655.8 million to fund the acquisition of 269 properties and capitalized real estate expenditures of $27.1 million partially offset by cash proceeds of $524.8 million from the disposition of 213 properties. Net cash used in investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $8.4 million, offset by the release of sales proceeds from restricted cash accounts of $2.3 million.
Financing Activities
Generally, our net cash used in financing activities is impacted by our common and preferred stock offerings and activity, including repurchases of our common stock under our Stock Repurchase Program, borrowings under our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.

Net cash used in financing activities during 2017 was primarily attributable to the repayment of the $420.0 million Term Loan, the payment of dividends to common and preferred equity owners of $341.7 million, the repurchase of 35,839,965 shares of the Company's outstanding common stock for $286.6 million and repayments of $221.3 million in mortgages and notes payable, offset by the issuance of 6.9 million shares of Class A Preferred Stock for net proceeds of $166.2 million, and debt issuances under our Spirit Master Funding Program of $618.6 million.
Net cash used in financing activities during 2016 was primarily attributable to the repayment of our indebtedness of $863.8 million and the payment of dividends to equity owners of $323.6 million, both of which were primarily funded from our operating cash flows, net borrowings under our Revolving Credit Facility and Term Loan of $86.0 million and $95.0 million, respectively, net proceeds of $298.1 million from the issuance of $300.0 million aggregate principal Senior Unsecured Notes and the sale of an aggregate 40.8 million shares of our common stock in an underwritten public offering and under our ATM Program, generating net proceeds of $368.9 million and $77.7 million, respectively.
Comparison of Years Ended December 31, 2016 and 2015
The following table presents a summary of our cash flows for the years ended December 31, 2016 and 2015 (in thousands):
Years EndedYears Ended
December 31,December 31,
2016 2015 Change2016 2015 Change
Net cash provided by operating activities$361,409
 $371,986
 $(10,577)$361,409
 $371,986
 $(10,577)
Net cash used in investing activities(117,251) (385,696) 268,445
(117,251) (385,696) 268,445
Net cash used in financing activities(255,889) (140,681) (115,208)
Net (decrease) increase in cash and cash equivalents$(11,731) $(154,391) $142,660
Net cash provided by financing activities(255,889) (140,681) (115,208)
Net increase (decrease) in cash and cash equivalents$(11,731) $(154,391) $142,660
As of December 31, 2016, we had $10.1 million of unrestricted cash and cash equivalents as compared to $21.8 million as of December 31, 2015.
Operating Activities
Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.
The decrease in net cash provided by operating activities was primarily attributable to an increase in debt extinguishment costs of $18.1 million, restructuring charge payments of $10.2 million, G&A costs of $6.9 million, payments to terminate interest rate swap agreements of $1.7 million and net changes in operating assets and liabilities of $7.2 million, partially offset by an increase in cash revenue of $12.9 million and a decrease in cash paid for interest of $27.4 million.
The increase in revenue was primarily attributable to the acquisition of 269 properties, representing a gross investment in real estate during the year ended December 31, 2016 totaling $704.9 million partially offset by the disposition of 213 properties during the same period with a real estate investment value of $598.7 million.
Investing Activities
Cash used in investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.
Net cash used in investing activities during 2016 included $655.8 million to fund the acquisition of 269 properties (34 of which were acquired through a $85.1 million non-cash 1031 Exchange) and capitalized real estate expenditures of $27.1 million partially offset by cash proceeds of $524.8 million from the disposition of 213 properties (8 of which were disposed of through a $45.3 million non-cash 1031 Exchange).properties. Net cash used in investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $8.4 million, offset by the release of sales proceeds from restricted cash accounts of $2.3 million.
During the same period in 2015, net cash used in investing activities included $876.0 million to fund the acquisition of 232 properties (114 of which were acquired through a $276.1 million non-cash 1031 Exchange) and capitalized real estate expenditures of $10.3 million partially offset by cash proceeds of $496.6 million from the disposition of 110 properties (44 of which were disposed of through a $315.9 million non-cash 1031 Exchange).properties. Net cash used in investing activities also included investment in loans

receivable of $4.0 million, partially offset by the release of sales proceeds from restricted cash accounts of $41.0 million and collections of principal on loans receivable and real estate assets under direct financing leases totaling $6.8 million.
Financing Activities
Generally, our net cash (used in) provided by financing activities is impacted by our net borrowings and common stock offerings, including sales of our common stock under our ATM Program, common stock offerings, borrowings under our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.
Net cash used in financing activities during 2016 was primarily attributable to the repayment of our indebtedness of $863.8 million and the payment of dividends to equity owners of $323.6 million, both of which were primarily funded from our operating cash flows, net borrowings under our Revolving Credit Facility and Term Loan of $86.0 million and $95.0 million, respectively, net proceeds of $298.1 million from the issuance of $300$300.0 million aggregate principal Senior Unsecured Notes and the sale of an aggregate 40.8 million shares of our common stock in an underwritten public offering and under our ATM Program, generating net proceeds of $368.9 million and $77.7 million, respectively.
Net cash used in financing activities during 2015 was primarily attributable to the repayment of our indebtedness of $512.5 million, the payment of dividends to equity owners of $292.3 million, both of which were paid primarily through sources from our operating cash flows, and net repayments under our Revolving Credit Facilities of $15.2 million. These amounts were partially offset by the issuance and sale of 23.0 million shares of our common stock in an underwritten public offering and the sale of 6.6 million shares of our common stock under our ATM Program for aggregate net proceeds of $347.2 million and borrowings under our Term Loan of $325.0 million.

Comparison of Years Ended December 31, 2015 and 2014
The following table presents a summary of our cash flows for the years ended December 31, 2015 and 2014 (in thousands):
 Years Ended
 December 31,
 2015 2014 Change
Net cash provided by operating activities$371,986
 $218,571
 $153,415
Net cash used in investing activities(385,696) (878,030) 492,334
Net cash provided by financing activities(140,681) 769,052
 (909,733)
Net increase (decrease) in cash and cash equivalents$(154,391) $109,593
 $(263,984)
As of December 31, 2015, we had $21.8 million of cash and cash equivalents as compared to $176.2 million as of December 31, 2014.
Operating Activities
Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.
The increase in net cash provided by operating activities was primarily attributable to an increase in cash revenue of $56.5 million, a decrease in debt extinguishment costs of $51.5 million, net changes in operating assets and liabilities of $35.8 million and prior year restructuring charges related to our Exchange Offer of $13.0 million.
The increase in revenue was primarily attributable to the acquisition of 232 properties, representing a gross investment in real estate during the year ended December 31, 2015 totaling $889.2 million partially offset by the disposition of 110 properties during the same period with a real estate investment value of $541.0 million.
Investing Activities
Cash used in investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.
Net cash used in investing activities during 2015 included $876.0 million to fund the acquisition of 232 properties (114 of which were acquired through a $276.1 million non-cash 1031 Exchange) and capitalized real estate expenditures of $10.3 million, partially offset by cash proceeds of $496.6 million from the disposition of 110 properties (44 of which were disposed of through a $315.9 million non-cash 1031 Exchange). Net cash used in investing activities also included investment in loans receivable of $4.0 million partially offset by the release of sales proceeds from restricted cash accounts of $41.0 million and collections of principal on loans receivable and real estate assets under direct financing leases totaling $6.8 million.
During the same period in 2014, net cash used in investing activities included $958.0 million to fund the acquisition of 361 properties (16 of which were acquired through a $26.7 million non-cash 1031 Exchange) and capitalized real estate expenditures of $5.1 million partially offset by cash proceeds of $110.2 million from the disposition of 38 properties (2 of which were disposed of through a $5.9 million non-cash 1031 Exchange). Net cash used in investing activities also included transfers of sales proceeds to restricted cash accounts of $52.0 million, partially offset by collections of principal on loans receivable and real estate assets under direct financing leases totaling $6.1 million.
Financing Activities
Generally, our net cash (used in) provided by financing activities is impacted by our net borrowings and common stock offerings, including sales of our common stock under our ATM Program, common stock offerings, borrowings under our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.
Net cash used in financing activities during 2015 was primarily attributable to repayment of our indebtedness of $512.5 million, the payment of dividends to equity owners of $292.3 million, both of which were paid primarily through sources from our operating cash flows, and net repayments under our Revolving Credit Facilities of $15.2 million. These amounts

were partially offset by the issuance and sale of 23.0 million shares of our common stock in an underwritten public offering and the sale of 6.6 million shares of our common stock under our ATM Program for aggregate net proceeds of $347.2 million and borrowings under our Term Loan of $325.0 million.
Net cash provided by financing activities during 2014 was attributable to our concurrent Convertible Notes and common stock offerings, sales of our common stock under our ATM Program and the net-lease mortgage notes issuance under our Spirit Master Funding Program in November 2014. Collectively these transactions raised approximately $1.7 billion in gross proceeds, net of common stock offering costs. The capital raised was used mostly to extinguish $583.8 million of our indebtedness, repay the amounts drawn against the 2013 Credit Facility and to fund certain acquisitions. Our net borrowings and proceeds from the issuance of common stock during the period were partially offset by $255.8 million for the payment of dividends to equity owners, which was paid primarily through sources from our operating cash flows.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to financial market risks, especially interest rate risk. Interest rates and other factors, such as occupancy, rental rates and the financial condition of our tenants, influence our performance more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. As described above, we generally offer leases that provide for payments of base rent with scheduled increases based on a fixed amount or the lesser of a multiple of the increase in the CPI over a specified period term or fixed percentage and, to a lesser extent, contingent rent based on a percentage of the tenant’s gross sales to help mitigate the effect of inflation. Because the properties in our portfolio are generally leased to tenants under triple-net leases, where the tenant is responsible for property operating costs and expenses, our exposure to rising property operating costs due to inflation is mitigated.
Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and global economic and political conditions, and other factors which are beyond our control. Our operating results will depend heavily on the difference between the revenue from our assets and the interest expense incurred on our borrowings. We may incur additional variable rate debt in the future, including amounts that we may borrow under our 2015Revolving Credit Facility and Term Loan. In addition, decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments. Increased competition for the acquisition of real estateinvestments, which may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected. Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to acquire real estate with rental rates high enough to offset the increase in interest rates on our borrowings.
In the event interest rates rise significantly or there is an economic downturn, defaults may increase and result in credit losses, which may adversely affect our liquidity and operating results. In a decreasing interest rate environment, borrowers are generally more likely to prepay their loans in order to obtain financing at lower interest rates. However, the vast majority of our mortgage notes payable have prepayment clauses that make refinancing during a decreasing interest rate environment uneconomical. Investments in our mortgage loans receivable, however, have significant prepayment protection in the form of yield maintenance provisions, which provide us with substantial yield protection in a decreasing interest rate environment with respect to this portion of our investment portfolio.
The objective of our interest rate risk management policy is to match fund fixed-rate assets with fixed-rate liabilities. As of December 31, 2016,2017, our assets were primarily long-term, fixed-rate leases (though most have scheduled rental increases during the terms of the leases). As of December 31, 2016, approximately $3.252017, $3.6 billion of our indebtedness consisted of long-term,was fixed-rate, obligations, consisting primarily of our Master Trust Notes, fixed-rate CMBS loans, Senior Unsecured Notes and Convertible Notes. As of December 31, 2016, theNotes, with a weighted average stated interest rate of fixed-rate obligations,4.67%, excluding amortization of deferred financing costs and debt discounts/premiums, was approximately 4.67%.premiums. As of December 31, 2016, approximately $506.02017, $112.0 million of our indebtedness consisted ofwas variable-rate, obligations, consisting of our Term Loan and 2015Revolving Credit Facility. As of December 31, 2016, theFacility, with a weighted average stated interest rate of our variable-rate obligations,2.74%, excluding amortization of deferred financing

costs and debt discounts/premiums, was approximately 1.93%.premiums. If one-month LIBOR as of December 31, 20162017 increased by 10012.5 basis points, or 1.0%0.125%, the resulting increase in annual interest expense with respect to the $506.0$112.0 million outstanding under the variable-rate obligations would impact our future earnings and cash flows by $5.1 million.

$140.0 thousand.
The estimated fair values of our 2015 Credit Facility, Term Loan, fixed-rate mortgages and notes payable and Convertible Notesdebt instruments have been derived based on market quotes for comparable instruments or discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates and credit spreads.
The following table discloses the fair value information for these financial instrumentsdebt instrument balances as of December 31, 20162017 are as follows (in thousands):
Carrying
Value
 Estimated
Fair Value
Carrying
Value
 Estimated
Fair Value
2015 Credit Facility$86,000
 $87,718
   
Revolving Credit Facility$112,000
 $111,997
Term Loan, net (1)
418,471
 428,441

 
Senior Unsecured Notes, net (1)
295,112
 283,473
295,321
 299,049
Mortgages and notes payable, net (1)
2,162,403
 2,282,142
2,516,478
 2,657,599
Convertible Notes, net (1)
702,642
 784,175
715,881
 761,440
(1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums.

Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Item 8. Financial Statements and Supplemental Data
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets of Spirit Realty Capital, Inc. as of December 31, 2017 and 2016
Consolidated Statements of Operations of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Stockholders' Equity of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Balance Sheets of Spirit Realty, L.P. as of December 31, 2017 and 2016
Consolidated Statements of Operations of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Partners' Capital of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm

TheTo the Stockholders and the Board of Directors and Stockholders of
Spirit Realty Capital, Inc.

Opinion on Internal Control over Financial Reporting
We have audited Spirit Realty Capital, Inc.’s internal control over financial reporting as of December 31, 2016,2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Spirit Realty Capital, Inc.’s (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2017 consolidated financial statements of the Company and our report dated February 22, 2018 expressed an unqualified opinion thereon.
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 Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’sCompany’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 Public Company Accounting Oversight Board (United States).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.
In our opinion, /s/ Ernst & Young LLP
Dallas, Texas
February 22, 2018

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Spirit Realty Capital, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based
Opinion on the COSO criteria.Financial Statements
We also have audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), theaccompanying consolidated balance sheets of Spirit Realty Capital, Inc. (the Company) as of December 31, 20162017 and 2015, and2016, the related consolidated statements of operations, comprehensive income, (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2016 of Spirit Realty Capital, Inc. and our report dated February 23, 2017, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
Dallas, TX
February 23, 2017




Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
Spirit Realty Capital, Inc.

We have audited the accompanying consolidated balance sheets of Spirit Realty Capital, Inc. as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equitynotes and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Spirit Realty Capital, Inc.the Company at December 31, 2017 and 2016, and 2015, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2016,2017, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole present fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), Spirit Realty Capital Inc.’sthe Company’s internal control over financial reporting as of December 31, 2016,2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 23, 201722, 2018 expressed an unqualified opinion thereon.

Basis for Opinion
/s/ Ernst & Young LLP

Dallas, TX
February 23, 2017


Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholders of Spirit Realty Capital, Inc.
and the Partners of Spirit Realty, L.P.

We have audited the accompanying consolidated balance sheets of Spirit Realty, L.P. as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), partners’ capital and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedules listed in the Index at Item 15(a). These financial statements and schedules are the responsibility of the Company’sCompany‘s management. Our responsibility is to express an opinion on thesethe Company‘s financial statements and schedules 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 US 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 Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America.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. An audit includesmisstatement, 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 supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2003.
Dallas, Texas
February 22, 2018


Report of Independent Registered Public Accounting Firm
To the Partners of Spirit Realty, L.P. and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Spirit Realty, L.P. (the Operating Partnership) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, partners’ capital and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Spirit Realty, L.P.the Operating Partnership at December 31, 2017 and 2016, and 2015, and the consolidated results of its operations and its cash flows for each of the three years in the period then ended December 31, 2017, in conformity with U.S. generally accepted accounting principles. Also, in
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 opinion,audits. We are a public accounting firm registered with the related financial statement schedules, when considered in relationPCAOB and are required to be independent with respect to the basic consolidatedOperating 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 takenare 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 whole, present fairly in all material respects the information set forth therein.

reasonable basis for our opinion.
/s/ Ernst & Young LLP

We have served as the Operating Partnership’s auditor since 2016.
Dallas, TXTexas
February 23, 201722, 2018






SPIRIT REALTY CAPITAL, INC.
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)

December 31,
2016
 December 31,
2015
December 31,
2017
 December 31,
2016
Assets





Investments:





Real estate investments:





Land and improvements$2,704,010

$2,710,888
$2,588,930

$2,704,010
Buildings and improvements4,775,221

4,816,481
4,692,377

4,775,221
Total real estate investments7,479,231

7,527,369
7,281,307

7,479,231
Less: accumulated depreciation(940,005)
(860,954)(1,075,643)
(940,005)

6,539,226

6,666,415
6,205,664

6,539,226
Loans receivable, net66,578

104,003
79,967

66,578
Intangible lease assets, net470,276

526,718
409,903

470,276
Real estate assets under direct financing leases, net36,005

44,324
24,865

36,005
Real estate assets held for sale, net160,570

84,259
48,929

160,570
Net investments7,272,655

7,425,719
6,769,328

7,272,655
Cash and cash equivalents10,059

21,790
8,798

10,059
Deferred costs and other assets, net140,917

179,180
231,045

140,917
Goodwill254,340

264,350
254,340

254,340
Total assets$7,677,971

$7,891,039
$7,263,511

$7,677,971

Liabilities and stockholders’ equity





Liabilities:





Revolving credit facilities$86,000

$
Term loan, net418,471

322,902
Senior unsecured notes295,112
 
Revolving Credit Facility$112,000

$86,000
Term Loan, net

418,471
Senior Unsecured Notes, net295,321
 295,112
Mortgages and notes payable, net2,162,403

3,079,787
2,516,478

2,162,403
Convertible notes, net702,642

690,098
Convertible Notes, net715,881

702,642
Total debt, net3,664,628

4,092,787
3,639,680

3,664,628
Intangible lease liabilities, net182,320

193,903
155,303

182,320
Accounts payable, accrued expenses and other liabilities148,915

142,475
148,919

148,915
Total liabilities3,995,863

4,429,165
3,943,902

3,995,863
Commitments and contingencies (see Note 8)









Stockholders’ equity:





Common stock, $0.01 par value, 750,000,000 shares authorized: 483,624,120 shares and 441,819,964 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively4,836

4,418
Capital in excess of par value5,177,086

4,721,323
Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares and no shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively, liquidation preference of $25.00 per share166,193
 
Common stock, $0.01 par value, 750,000,000 shares authorized: 448,868,269 shares and 483,624,120 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively4,489

4,836
Capital in excess of common stock par value5,193,631

5,177,086
Accumulated deficit(1,499,814)
(1,262,839)(2,044,704)
(1,499,814)
Accumulated other comprehensive loss

(1,028)
Total stockholders’ equity3,682,108

3,461,874
3,319,609

3,682,108
Total liabilities and stockholders’ equity$7,677,971

$7,891,039
$7,263,511

$7,677,971
See accompanying notes.

SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Data)



Years Ended December 31, Years Ended December 31,
2016 2015 2014 2017 2016 2015
Revenues:           
Rentals$648,363
 $634,151
 $574,456
 $639,017
 $648,363
 $634,151
Interest income on loans receivable5,253
 6,948
 7,239
 3,791
 5,253
 6,948
Earned income from direct financing leases2,742
 3,024
 3,343
 2,078
 2,742
 3,024
Tenant reimbursement income14,125
 15,952
 13,085
 16,747
 14,125
 15,952
Other income15,491
 7,260
 4,748
 7,322
 15,491
 7,260
Total revenues685,974
 667,335
 602,871
 668,955
 685,974
 667,335
Expenses:    ��      
General and administrative52,615
 47,730
 42,637
 62,064
 52,615
 47,730
Restructuring charges6,341
 7,056
 
 
 6,341
 7,056
Finance restructuring costs
 
 13,022
Property costs30,839
 27,715
 23,383
Transaction costs 6,361
 
 
Property costs (including reimbursable) 36,617
 30,839
 27,715
Real estate acquisition costs3,229
 2,739
 3,631
 1,356
 3,229
 2,739
Interest196,586
 222,901
 220,070
 190,127
 196,586
 222,901
Depreciation and amortization262,276
 260,633
 247,966
 256,019
 262,276
 260,633
Impairments88,275
 70,695
 37,598
 102,330
 88,275
 70,695
Total expenses640,161
 639,469
 588,307
 654,874
 640,161
 639,469
Income from continuing operations before other income (expense) and income tax expense45,813
 27,866
 14,564
Other income (expense):     
Gain (loss) on debt extinguishment233
 (3,162) (64,750)
Total other income (expense)233
 (3,162) (64,750)
Income (loss) from continuing operations before income tax expense46,046
 24,704
 (50,186)
Income from continuing operations before other (expense) income and income tax expense 14,081
 45,813
 27,866
Other (expense) income:      
(Loss) gain on debt extinguishment (1,645) 233
 (3,162)
Total other (expense) income (1,645) 233
 (3,162)
Income from continuing operations before income tax expense 12,436
 46,046
 24,704
Income tax expense(965) (601) (673) (394) (965) (601)
Income (loss) from continuing operations45,081
 24,103
 (50,859)
Income from continuing operations 12,042
 45,081
 24,103
Discontinued operations:           
Income from discontinued operations
 98
 3,368
 
 
 98
Gain on disposition of assets
 590
 325
 
 
 590
Income from discontinued operations
 688
 3,693
 
 
 688
Income (loss) before gain on disposition of assets45,081
 24,791
 (47,166)
Income before gain on disposition of assets 12,042
 45,081
 24,791
Gain on disposition of assets52,365
 68,421
 10,221
 65,106
 52,365
 68,421
Net income (loss) attributable to common stockholders$97,446
 $93,212
 $(36,945)
Net income (loss) per share of common stock—basic:     
Continuing operations$0.21
 $0.21
 $(0.11)
Discontinued operations
 
 0.01
Net income (loss) per share attributable to common stockholders—basic$0.21
 $0.21
 $(0.10)
Net income (loss) per share of common stock—diluted:     
Continuing operations$0.21
 $0.21
 $(0.11)
Discontinued operations
 
 0.01
Net income (loss) per share attributable to common stockholders—diluted$0.21
 $0.21
 $(0.10)
Net Income 77,148
 97,446
 93,212
Dividends paid to preferred stockholders (2,530) 
 
Net income attributable to common stockholders $74,618
 $97,446
 $93,212
      
Net income per share attributable to common stockholders—basic $0.16
 $0.21
 $0.21
      
Net income per share attributable to common stockholders—diluted $0.16
 $0.21
 $0.21
Weighted average shares of common stock outstanding:           
Basic469,217,776
 432,222,953
 386,809,746
 467,934,945
 469,217,776
 432,222,953
Diluted469,246,265
 432,545,625
 386,809,746
 467,942,788
 469,246,265
 432,545,625
See accompanying notes.

SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Comprehensive Income (Loss)
(In Thousands)

 Years Ended December 31,
 2016 2015 2014
Net income (loss) attributable to common stockholders$97,446
 $93,212
 $(36,945)
Other comprehensive income (loss):     
Change in net unrealized losses on cash flow hedges(1,137) (1,190) (1,760)
Net cash flow hedge losses reclassified to operations2,165
 1,245
 1,315
Total comprehensive income (loss)$98,474
 $93,267
 $(37,390)
 Years Ended December 31,
 2017 2016 2015
Net income attributable to common stockholders$74,618
 $97,446
 $93,212
Other comprehensive income:     
Change in net unrealized losses on cash flow hedges
 (1,137) (1,190)
Net cash flow hedge losses reclassified to operations
 2,165
 1,245
Total comprehensive income$74,618
 $98,474
 $93,267
See accompanying notes.


SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Stockholders’ Equity
(In Thousands, Except Share Data)

Common Stock 
Accumulated
Deficit
   
Total
Stockholders’
Equity
 Preferred Stock Common Stock 
Accumulated
Deficit
   
Total
Stockholders’
Equity
Shares Par 
Value
 
Capital in
Excess of
Par Value
 AOCL  Shares Par 
Value and Capital in Excess of Par Value
 Shares Par 
Value
 
Capital in
Excess of
Par Value
 AOCL 
Balances, December 31, 2013370,363,803
 $3,704
 $3,859,823
 $(748,148) $(638) $3,114,741
Net loss
 
 
 (36,945) 
 (36,945)
Other comprehensive loss
 
 
 
 (445) (445)
Dividends declared on common stock
 
 
 (264,113) 
 (264,113)
Tax withholdings related to net stock settlements(266,837) (3) 
 (2,917) 
 (2,920)
Issuance of shares of common stock, net40,808,577
 408
 434,576
 
 
 434,984
Embedded conversion premium of Convertible Notes, net
 
 55,131
 
 
 55,131
Exercise of stock options20,000
 
 183
 
 
 183
Stock-based compensation, net424,897
 4
 11,607
 (565) 
 11,046
Balances, December 31, 2014411,350,440
 4,113
 4,361,320
 (1,052,688) (1,083) 3,311,662
 
 $
 411,350,440
 $4,113
 $4,361,320
 $(1,052,688) $(1,083) $3,311,662
Net income
 
 
 93,212
 
 93,212
 
 
 
 
 
 93,212
 
 93,212
Other comprehensive income
 
 
 
 55
 55
 
 
 
 
 
 
 55
 55
Dividends declared on common stock
 
 
 (298,531) 
 (298,531) 
 
 
 
 
 (298,531) 
 (298,531)
Tax withholdings related to net stock settlements(426,158) (4) 
 (4,268) 
 (4,272) 
 
 (426,158) (4) 
 (4,268) 
 (4,272)
Issuance of shares of common stock, net29,610,100
 296
 346,915
 
 
 347,211
 
 
 29,610,100
 296
 346,915
 
 
 347,211
Exercise of stock options5,000
 
 46
 
 
 46
 
 
 5,000
 
 46
 
 
 46
Stock-based compensation, net1,280,582
 13
 13,042
 (564) 
 12,491
 
 
 1,280,582
 13
 13,042
 (564) 
 12,491
Balances, December 31, 2015441,819,964
 4,418
 4,721,323
 (1,262,839) (1,028) 3,461,874
 
 $
 441,819,964
 $4,418
 $4,721,323
 $(1,262,839) $(1,028) $3,461,874
Net income
 
 
 97,446
 
 97,446
 
 
 
 
 
 97,446
 
 97,446
Other comprehensive income
 
 
 
 1,028
 1,028
 
 
 
 
 
 
 1,028
 1,028
Dividends declared on common stock
 
 
 (333,180) 
 (333,180) 
 
 
 
 
 (333,180) 
 (333,180)
Tax withholdings related to net stock settlements(72,835) (1) 
 (752) 
 (753) 
 
 (72,835) (1) 
 (752) 
 (753)
Issuance of shares of common stock, net40,835,360
 408
 446,205
 
 
 446,613
 
 
 40,835,360
 408
 446,205
 
 
 446,613
Stock-based compensation, net1,041,631
 11
 9,558
 (489) 
 9,080
 
 
 1,041,631
 11
 9,558
 (489) 
 9,080
Balances, December 31, 2016483,624,120
 $4,836
 $5,177,086
 $(1,499,814) $
 $3,682,108
 
 $
 483,624,120
 $4,836
 $5,177,086
 $(1,499,814) $
 $3,682,108
Net income 
 
 
 
 
 77,148
 
 77,148
Dividends declared on preferred stock 
 
 
 
 
 (2,530) 
 (2,530)
Net income available to common stockholders 
 
 
 
 
 74,618
 
 74,618
Issuance of preferred stock 6,900,000
 166,193
 
 
 
 
 
 166,193
Dividends declared on common stock 
 
 
 
 
 (332,402) 
 (332,402)
Tax withholdings related to net stock settlements 
 
 (440,312) (4) 
 (3,538) 
 (3,542)
Repurchase of common shares 
 
 (35,839,965) (358) 
 (282,731) 
 (283,089)
Stock-based compensation, net 
 
 1,524,426
 15
 16,545
 (837) 
 15,723
Balances, December 31, 2017 6,900,000
 $166,193
 448,868,269
 $4,489
 $5,193,631
 $(2,044,704) $
 $3,319,609
See accompanying notes.
SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Cash Flows
(In Thousands)


Years Ended December 31, Years Ended December 31,
2016 2015 2014 2017 2016 2015
Operating activities           
Net income (loss) attributable to common stockholders$97,446
 $93,212
 $(36,945)
Adjustments to reconcile net income (loss) attributable to common stockholders to net cash provided by operating activities:     
Net Income $77,148
 $97,446
 $93,212
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization262,276
 260,633
 247,966
 256,019
 262,276
 260,633
Impairments88,275
 70,729
 38,015
 102,330
 88,275
 70,729
Amortization of deferred financing costs9,070
 7,937
 5,899
 9,896
 9,070
 7,937
Payments to terminate interest rate swap(1,724) 
 
 
 (1,724) 
Derivative net settlements, amortization and terminations1,811
 (132) (114) 
 1,811
 (132)
Amortization of debt discounts (premium)6,217
 2,322
 (849)
Amortization of debt discounts 13,572
 6,217
 2,322
Stock-based compensation expense9,570
 13,321
 11,346
 16,560
 9,570
 13,321
(Gain) loss on debt extinguishment, net(233) 3,162
 64,750
Loss (gain) on debt extinguishment 1,645
 (233) 3,162
Debt extinguishment costs(26,219) (8,112) (59,576) (3,305) (26,219) (8,112)
Gains on dispositions of real estate and other assets, net(52,365) (69,011) (10,546)
Gains on dispositions of real estate and other assets (65,106) (52,365) (69,011)
Non-cash revenue(26,333) (20,930) (16,732) (28,439) (26,333) (20,930)
Other(594) 151
 (1,355)
Bad debt expense and other 5,913
 (594) 151
Changes in operating assets and liabilities:           
Deferred costs and other assets, net(6,561) (604) (25,466) (1,418) (6,561) (604)
Accounts payable, accrued expenses and other liabilities6,308
 13,382
 2,178
 1,578
 6,308
 13,382
Accrued restructuring charges(5,535) 5,926
 
 
 (5,535) 5,926
Net cash provided by operating activities361,409
 371,986
 218,571
 386,393
 361,409
 371,986
Investing activities           
Acquisitions of real estate(655,835) (875,983) (958,038) (279,934) (655,835) (875,983)
Capitalized real estate expenditures(27,078) (10,269) (5,087) (46,100) (27,078) (10,269)
Investments in loans receivable(5,073) (4,020) 
 (4,995) (5,073) (4,020)
Collections of principal on loans receivable and real estate assets under direct financing leases8,410
 6,822
 6,085
 12,769
 8,410
 6,822
Proceeds from dispositions of real estate and other assets524,776
 496,646
 110,185
 472,496
 524,776
 496,646
Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges39,869
 (39,869) 20,784
 
 39,869
 (39,869)
Transfers of net sales proceeds (to) from Master Trust Release(2,320) 40,977
 (51,959) (71,294) (2,320) 40,977
Net cash used in investing activities(117,251) (385,696) (878,030)
Net cash provided by (used in) investing activities 82,942
 (117,251) (385,696)
SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Cash Flows
(In Thousands)


Years Ended December 31, Years Ended December 31,
2016 2015 2014 2017 2016 2015
Financing activities           
Borrowings under Revolving Credit Facilities1,080,000
 798,000
 875,722
 940,200
 1,080,000
 798,000
Repayments under Revolving Credit Facilities(994,000) (813,181) (895,661) (914,200) (994,000) (813,181)
Borrowings under mortgages and notes payable
 
 518,846
 618,603
 
 
Repayments under mortgages and notes payable(863,836) (512,486) (610,973) (221,310) (863,836) (512,486)
Borrowings under Convertible Notes
 
 747,500
Borrowings under Term Loan796,000
 325,000
 
 
 796,000
 325,000
Repayments under Term Loan(701,000) 
 
 (420,000) (701,000) 
Borrowings under Senior Unsecured Notes298,134
 
 
 
 298,134
 
Deferred financing costs(4,352) (6,150) (30,772) (8,255) (4,352) (6,150)
Proceeds from issuance of common stock, net of offering costs446,613
 347,211
 434,984
 
 446,613
 347,211
Offering costs paid on equity component of Convertible Notes
 
 (1,609)
Proceeds from issuance of preferred stock, net of offering costs 166,193
 
 
Repurchase of shares of common stock(753) (4,272) (2,920) (286,631) (753) (4,272)
Proceeds from exercise of stock options
 46
 183
 
 
 46
Distributions paid(323,640) (292,262) (255,771)
Transfers to (from) reserve/escrow deposits with lenders10,945
 17,413
 (10,477)
Net cash (used in) provided by financing activities(255,889) (140,681) 769,052
Net (decrease) increase in cash and cash equivalents(11,731) (154,391) 109,593
Preferred stock dividends paid (2,530) 
 
Common stock dividends paid (339,174) (323,640) (292,262)
Transfers (from) to reserve/escrow deposits with lenders, net (3,492) 10,945
 17,413
Net cash used in financing activities (470,596) (255,889) (140,681)
Net decrease in cash and cash equivalents (1,261) (11,731) (154,391)
Cash and cash equivalents, beginning of year21,790
 176,181
 66,588
 10,059
 21,790
 176,181
Cash and cash equivalents, end of year$10,059
 $21,790
 $176,181
 $8,798
 $10,059
 $21,790
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Balance Sheets
(In Thousands, Except Unit and Per Unit Data)

December 31,
2016
 December 31,
2015
December 31,
2017
 December 31,
2016
Assets      
Investments:      
Real estate investments:      
Land and improvements$2,704,010
 $2,710,888
$2,588,930
 $2,704,010
Buildings and improvements4,775,221
 4,816,481
4,692,377
 4,775,221
Total real estate investments7,479,231
 7,527,369
7,281,307
 7,479,231
Less: accumulated depreciation(940,005) (860,954)(1,075,643) (940,005)
6,539,226
 6,666,415
6,205,664
 6,539,226
Loans receivable, net66,578
 104,003
79,967
 66,578
Intangible lease assets, net470,276
 526,718
409,903
 470,276
Real estate assets under direct financing leases, net36,005
 44,324
24,865
 36,005
Real estate assets held for sale, net160,570
 84,259
48,929
 160,570
Net investments7,272,655
 7,425,719
6,769,328
 7,272,655
Cash and cash equivalents10,059
 21,790
8,798
 10,059
Deferred costs and other assets, net140,917
 179,180
231,045
 140,917
Goodwill254,340
 264,350
254,340
 254,340
Total assets$7,677,971
 $7,891,039
$7,263,511
 $7,677,971
Liabilities and stockholders’ equity      
Liabilities:      
Revolving credit facilities$86,000
 $
Term loan, net418,471
 322,902
Senior unsecured notes295,112
 
Revolving Credit Facility$112,000
 $86,000
Term Loan, net
 418,471
Senior Unsecured Notes, net295,321
 295,112
Mortgages and notes payable, net2,162,403
 3,079,787
2,516,478
 2,162,403
Notes payable to Spirit Realty Capital, Inc., net702,642
 690,098
715,881
 702,642
Total debt, net3,664,628
 4,092,787
3,639,680
 3,664,628
Intangible lease liabilities, net182,320
 193,903
155,303
 182,320
Accounts payable, accrued expenses and other liabilities148,915
 142,475
148,919
 148,915
Total liabilities3,995,863
 4,429,165
3,943,902
 3,995,863
Commitments and contingencies (see Note 8)

 



 

Partners' Capital      
Partnership units      
General partner's capital, 3,988,218 units issued and outstanding as of both December 31, 2016 and December 31, 201526,586
 28,574
Limited partners' capital, 479,635,902 and 437,831,746 units issued and outstanding as of December 31, 2016 and December 31, 2015, respectively3,655,522
 3,433,300
General partner's common capital, 3,988,218 units issued and outstanding as of both December 31, 2017 and December 31, 201624,426
 26,586
Limited partners' preferred capital: 6,900,000 and no units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively166,193
 
Limited partners' common capital, 444,880,051 and 479,635,902 units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively3,128,990
 3,655,522
Total partners' capital3,682,108
 3,461,874
3,319,609
 3,682,108
Total liabilities and partners' capital$7,677,971
 $7,891,039
$7,263,511
 $7,677,971
See accompanying notes.


SPIRIT REALTY, L.P.
Consolidated Statements of Operations
(In Thousands, Except Unit and Per Unit Data)
Years Ended December 31, Years Ended December 31,
2016 2015 2014 2017 2016 2015
Revenues:           
Rentals$648,363
 $634,151
 $574,456
 $639,017
 $648,363
 $634,151
Interest income on loans receivable5,253
 6,948
 7,239
 3,791
 5,253
 6,948
Earned income from direct financing leases2,742
 3,024
 3,343
 2,078
 2,742
 3,024
Tenant reimbursement income14,125
 15,952
 13,085
 16,747
 14,125
 15,952
Other income15,491
 7,260
 4,748
 7,322
 15,491
 7,260
Total revenues685,974
 667,335
 602,871
 668,955
 685,974
 667,335
Expenses:           
General and administrative52,615
 47,730
 42,637
 62,064
 52,615
 47,730
Restructuring charges6,341
 7,056
 
 
 6,341
 7,056
Finance restructuring costs
 
 13,022
Property costs30,839
 27,715
 23,383
Transaction costs 6,361
 
 
Property costs (including reimbursable) 36,617
 30,839
 27,715
Real estate acquisition costs3,229
 2,739
 3,631
 1,356
 3,229
 2,739
Interest196,586
 222,901
 220,070
 190,127
 196,586
 222,901
Depreciation and amortization262,276
 260,633
 247,966
 256,019
 262,276
 260,633
Impairments88,275
 70,695
 37,598
 102,330
 88,275
 70,695
Total expenses640,161
 639,469
 588,307
 654,874
 640,161
 639,469
Income from continuing operations before other income (expense) and income tax expense45,813
 27,866
 14,564
Other income (expense):     
Gain (loss) on debt extinguishment233
 (3,162) (64,750)
Total other income (expense)233
 (3,162) (64,750)
Income (loss) from continuing operations before income tax expense46,046
 24,704
 (50,186)
Income from continuing operations before other (expense) income and income tax expense 14,081
 45,813
 27,866
Other (expense) income:      
(Loss) gain on debt extinguishment (1,645) 233
 (3,162)
Total other (expense) income (1,645) 233
 (3,162)
Income from continuing operations before income tax expense 12,436
 46,046
 24,704
Income tax expense(965) (601) (673) (394) (965) (601)
Income (loss) from continuing operations45,081
 24,103
 (50,859)
Income from continuing operations 12,042
 45,081
 24,103
Discontinued operations:           
Income from discontinued operations
 98
 3,368
 
 
 98
Gain on disposition of assets
 590
 325
 
 
 590
Income from discontinued operations
 688
 3,693
 
 
 688
Income (loss) before gain on disposition of assets45,081
 24,791
 (47,166)
Income before gain on disposition of assets 12,042
 45,081
 24,791
Gain on disposition of assets52,365
 68,421
 10,221
 65,106
 52,365
 68,421
Net income (loss)$97,446
 $93,212
 $(36,945)
Net income (loss) attributable to the general partner825
 855
 (378)
Net income (loss) attributable to the limited partners96,621
 92,357
 (36,567)
Net income $77,148
 $97,446
 $93,212
Preferred distributions (2,530) 
 
Net income after preferred distributions 74,618
 97,446
 93,212
           
Net income (loss) per partnership unit - basic:     
Continuing operations$0.21
 $0.21
 $(0.11)
Discontinued operations
 
 0.01
Net income (loss) per partnership unit - basic$0.21
 $0.21
 $(0.10)
Net income (loss) per partnership unit - diluted:     
Continuing operations$0.21
 $0.21
 $(0.11)
Discontinued operations
 
 0.01
Net income (loss) per partnership unit —diluted$0.21
 $0.21
 $(0.10)
Weighted average partnership units outstanding:     
Net income attributable to general partners 657
 825
 855
Net income attributable to limited partners 76,491
 96,621
 92,357
      
Net income per common partnership unit - basic $0.16
 $0.21
 $0.21
      
Net income per common partnership unit —diluted $0.16
 $0.21
 $0.21
Weighted average common partnership units outstanding:      
Basic469,217,776
 432,222,953
 386,809,746
 467,934,945
 469,217,776
 432,222,953
Diluted469,246,265
 432,545,625
 386,809,746
 467,942,788
 469,246,265
 432,545,625
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Comprehensive Income (Loss)
(In Thousands)

 Years Ended December 31,
 2016 2015 2014
Net income (loss)$97,446
 $93,212
 $(36,945)
Other comprehensive income (loss):     
Change in net unrealized losses on cash flow hedges(1,137) (1,190) (1,760)
Net cash flow hedge losses reclassified to operations2,165
 1,245
 1,315
Total comprehensive income (loss)$98,474
 $93,267
 $(37,390)
 Years Ended December 31,
 2017 2016 2015
Net income$77,148
 $97,446
 $93,212
Other comprehensive income:     
Change in net unrealized losses on cash flow hedges
 (1,137) (1,190)
Net cash flow hedge losses reclassified to operations
 2,165
 1,245
Total comprehensive income$77,148
 $98,474
 $93,267
See accompanying notes.


SPIRIT REALTY, L.P.
Consolidated Statements of Partners' Capital
(In Thousands, Except Unit Data)
General Partner's Capital (1)
 
Limited Partners' Capital (2)
 Total Partnership CapitalPreferred Units Common Units Total Partnership Capital
  
Limited Partners' Capital (2)
 
General Partner's Capital (1)
 
Limited Partners' Capital (2)
 
Units Amount Units Amount  Units Amount Units Amount Units Amount 
Balances, December 31, 20133,988,218
 $33,541
 366,375,585
 $3,081,200
 $3,114,741
Net loss
 (378) 
 (36,567) (36,945)
Other comprehensive loss
 (5) 
 (440) (445)
Partnership distributions declared
 (2,702) 
 (261,411) (264,113)
Tax withholdings related to net partnership unit settlements
 
 (266,837) (2,920) (2,920)
Contributions from partners
 
 40,808,577
 434,984
 434,984
Embedded conversion premium of Convertible Notes, net
 
 
 55,131
 55,131
Exercise of partnership units
 
 20,000
 183
 183
Stock-based compensation
 
 424,897
 11,046
 11,046
Balances, December 31, 20143,988,218
 $30,456
 407,362,222
 $3,281,206
 $3,311,662
 
 $
 3,988,218
 $30,456
 407,362,222
 $3,281,206
 $3,311,662
Net income
 855
 
 92,357
 93,212
 
 
 
 855
 
 92,357
 93,212
Other comprehensive income
 1
 
 54
 55
 
 
 
 1
 
 54
 55
Partnership distributions declared
 (2,738) 
 (295,793) (298,531) 
 
 
 (2,738) 
 (295,793) (298,531)
Tax withholdings related to net partnership unit settlements
 
 (426,158) (4,272) (4,272)
Contributions from partners
 
 29,610,100
 347,211
 347,211
Exercise of stock options
 
 5,000
 46
 46
Stock-based compensation
 
 1,280,582
 12,491
 12,491
Tax withholdings related to net settlement of partnership units 
 
 
 
 (426,158) (4,272) (4,272)
Issuance of partnership units, net 
 
 
 
 29,610,100
 347,211
 347,211
Exercise of partnership units 
 
 
 
 5,000
 46
 46
Stock-based compensation, net 
 
 
 
 1,280,582
 12,491
 12,491
Balances, December 31, 20153,988,218
 $28,574
 437,831,746
 $3,433,300
 $3,461,874
 
 $
 3,988,218
 $28,574
 437,831,746
 $3,433,300
 $3,461,874
Net income
 825
 
 96,621
 97,446
 
 
 
 825
 
 96,621
 97,446
Other comprehensive income
 9
 
 1,019
 1,028
 
 
 
 9
 
 1,019
 1,028
Partnership distributions declared
 (2,822) 
 (330,358) (333,180) 
 
 
 (2,822) 
 (330,358) (333,180)
Tax withholdings related to net settlement of partnership units 
 
 
 
 (72,835) (753) (753)
Issuance of partnership units, net 
 
 
 
 40,835,360
 446,613
 446,613
Stock-based compensation, net 
 
 
 
 1,041,631
 9,080
 9,080
Balances, December 31, 2016 
 $
 3,988,218
 $26,586
 479,635,902
 $3,655,522
 $3,682,108
Net income 
 
 
 $657
 
 $76,491
 $77,148
Partnership distributions declared on preferred units 
 
 
 
 
 (2,530) (2,530)
Net income after preferred distributions   
   657
 
 73,961
 74,618
Issuance of preferred partnership units 6,900,000
 166,193
 
 
 
 
 166,193
Partnership distributions declared on common units 
 
 
 (2,817) 
 (329,585) (332,402)
Tax withholdings related to net partnership unit settlements
 
 (72,835) (753) (753) 
 
 
 
 (440,312) (3,542) (3,542)
Contributions from partners
 
 40,835,360
 446,613
 446,613
Repurchase of partnership units 
 
 
 
 (35,839,965) (283,089) (283,089)
Stock-based compensation
 
 1,041,631
 9,080
 9,080
 
 
 
 
 1,524,426
 15,723
 15,723
Balances, December 31, 20163,988,218
 $26,586
 479,635,902
 $3,655,522
 $3,682,108
Balances, December 31, 2017 6,900,000
 $166,193
 3,988,218
 $24,426
 444,880,051
 $3,128,990
 $3,319,609
(1) Consists of general partnership interests held by Spirit General OP Holdings, LLC.
(2) Consists of limited partnership interests held by Spirit Realty Capital, Inc. and Spirit Notes Partner, LLC.
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Cash Flows
(In Thousands)

Years Ended December 31,Years Ended December 31,
2016 2015 20142017 2016 2015
Operating activities          
Net income (loss)$97,446
 $93,212
 $(36,945)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:     
Net Income$77,148
 $97,446
 $93,212
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization262,276
 260,633
 247,966
256,019
 262,276
 260,633
Impairments88,275
 70,729
 38,015
102,330
 88,275
 70,729
Amortization of deferred financing costs9,070
 7,937
 5,899
9,896
 9,070
 7,937
Payments to terminate interest rate swap(1,724) 
 

 (1,724) 
Derivative net settlements, amortization and terminations1,811
 (132) (114)
 1,811
 (132)
Amortization of debt discounts (premium)6,217
 2,322
 (849)
Amortization of debt discounts13,572
 6,217
 2,322
Stock-based compensation expense9,570
 13,321
 11,346
16,560
 9,570
 13,321
(Gain) loss on debt extinguishment, net(233) 3,162
 64,750
Loss (gain) on debt extinguishment1,645
 (233) 3,162
Debt extinguishment costs(26,219) (8,112) (59,576)(3,305) (26,219) (8,112)
Gains on dispositions of real estate and other assets, net(52,365) (69,011) (10,546)
Gains on dispositions of real estate and other assets(65,106) (52,365) (69,011)
Non-cash revenue(26,333) (20,930) (16,732)(28,439) (26,333) (20,930)
Other(594) 151
 (1,355)
Bad debt expense and other5,913
 (594) 151
Changes in operating assets and liabilities:          
Deferred costs and other assets, net(6,561) (604) (25,466)(1,418) (6,561) (604)
Accounts payable, accrued expenses and other liabilities6,308
 13,382
 2,178
1,578
 6,308
 13,382
Accrued restructuring charges(5,535) 5,926
 

 (5,535) 5,926
Net cash provided by operating activities361,409
 371,986
 218,571
386,393
 361,409
 371,986
Investing activities          
Acquisitions of real estate(655,835) (875,983) (958,038)(279,934) (655,835) (875,983)
Capitalized real estate expenditures(27,078) (10,269) (5,087)(46,100) (27,078) (10,269)
Investments in loans receivable(5,073) (4,020) 
(4,995) (5,073) (4,020)
Collections of principal on loans receivable and real estate assets under direct financing leases8,410
 6,822
 6,085
12,769
 8,410
 6,822
Proceeds from dispositions of real estate and other assets524,776
 496,646
 110,185
472,496
 524,776
 496,646
Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges39,869
 (39,869) 20,784

 39,869
 (39,869)
Transfers of net sales proceeds (to) from Master Trust Release(2,320) 40,977
 (51,959)(71,294) (2,320) 40,977
Net cash used in investing activities(117,251) (385,696) (878,030)
Net cash provided by (used in) investing activities82,942
 (117,251) (385,696)

Years Ended December 31,Years Ended December 31,
2016 2015 20142017 2016 2015
Financing activities

 

 



 

 

Borrowings under Revolving Credit Facilities1,080,000
 798,000
 875,722
940,200
 1,080,000
 798,000
Repayments under Revolving Credit Facilities(994,000) (813,181) (895,661)(914,200) (994,000) (813,181)
Borrowings under mortgages and notes payable
 
 518,846
618,603
 
 
Repayments under mortgages and notes payable(863,836) (512,486) (610,973)(221,310) (863,836) (512,486)
Borrowings under notes payable to affiliate
 
 747,500
Borrowings under Term Loan796,000
 325,000
 

 796,000
 325,000
Repayments under Term Loan(701,000) 
 
(420,000) (701,000) 
Borrowings under Senior Unsecured Notes298,134
 
 

 298,134
 
Deferred financing costs(4,352) (6,150) (30,772)(8,255) (4,352) (6,150)
Proceeds from issuance of common stock, net of offering costs446,613
 347,211
 434,984

 446,613
 347,211
Offering costs paid on equity component of notes payable to affiliate
 
 (1,609)
Proceeds from issuance of preferred stock, net of offering costs166,193
 
 
Repurchase of partnership units(753) (4,272) (2,920)(286,631) (753) (4,272)
Proceeds from exercise of partnership units
 46
 183

 
 46
Distributions paid(323,640) (292,262) (255,771)
Transfers to (from) reserve/escrow deposits with lenders10,945
 17,413
 (10,477)
Net cash (used in) provided by financing activities(255,889) (140,681) 769,052
Net (decrease) increase in cash and cash equivalents(11,731) (154,391) 109,593
Preferred distributions paid(2,530) 
 
Common distributions paid(339,174) (323,640) (292,262)
Transfers (from) to reserve/escrow deposits with lenders, net(3,492) 10,945
 17,413
Net cash used in financing activities(470,596) (255,889) (140,681)
Net decrease in cash and cash equivalents(1,261) (11,731) (154,391)
Cash and cash equivalents, beginning of year21,790
 176,181
 66,588
10,059
 21,790
 176,181
Cash and cash equivalents, end of year$10,059
 $21,790
 $176,181
$8,798
 $10,059
 $21,790


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements
December 31, 20162017


Note 1. Organization
Organization and Operations
Spirit Realty Capital, Inc. (the "Corporation" or, with its consolidated subsidiaries, the "Company") operates as a self-administered and self-managed REIT that seeks to generate and deliver sustainable and attractive returns for stockholders by investing primarily in and managing a portfolio of single-tenant, operationally essential real estate throughout the U.S. that is generally leased on a long-term, triple-net basis to tenants operating within predominantly retail, but also office and industrial property types. Single tenant, operationally essential real estate generally refers to free-standing, commercial real estate facilities where tenants conduct activities that are essential to the generation of their sales and profits.The Company began operations through a predecessor legal entity in 2003.
The Company became a public company in December 2004 and was subsequently taken private in August 2007 by a consortium of private investors. On September 25, 2012, the Company completed an IPO of 33.35 million shares of common stock (including shares issued on October 1, 2012 pursuant to the underwriters’ option to purchase additional shares).
The Company’s operations are generally carried out through Spirit Realty, L.P. (the "Operating Partnership"). and its subsidiaries. Spirit General OP Holdings, LLC ("OP Holdings"), one of the Corporation's wholly-owned subsidiaries, is the sole general partner and owns approximately 1.0%1% of the Operating Partnership. The Corporation and a wholly-owned subsidiary ("Spirit Notes Partner, LLC") are the only limited partners and together own the remaining 99.0%99% of the Operating Partnership.
On August 3, 2017, the Company announced a proposed Spin-Off of almost all of its interests in properties leased to Shopko, assets that collateralize Master Trust 2014 and other additional assets into an independent, publicly traded REIT, Spirit MTA REIT, or SMTA. Transaction costs associated with the spin off for the year ended December 31, 2017 totaled $6.4 million, and are included within transaction costs on the accompanying consolidated statements of operations.
Note 2. Summary of Significant Accounting Policies
BasisAllowance for Doubtful Accounts
We review our rent receivables for collectability on a regular basis, taking into consideration factors such as the tenant’s payment history, the financial condition of Accountingthe tenant, business conditions in the industry in which the tenant operates and Principleseconomic conditions in the area in which the property is located. If the collectability of Consolidationa receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a write-off of the specific receivable will be made. Uncollected accounts receivable are written off against the allowance when all possible means of collection have been exhausted. For deferred rental revenues related to the straight-line method of reporting rental revenue, we establish a provision for losses based on our estimate of uncollectible receivables and our assessment of the risks inherent in our portfolio, giving consideration to historical experience and industry default rates for long-term receivables.
The accompanyingINCOME TAXES
REIT Status
We elected to be taxed as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2005. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT commencing with such taxable year, and we intend to continue operating in such a manner. To maintain our REIT status, we are required to annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided that we qualify for taxation as a REIT, we are generally not subject to corporate level federal income tax on the earnings distributed to our stockholders that we derive from our REIT qualifying activities. We are still subject to state and local income and franchise taxes and to federal income and excise tax on our undistributed income. If we fail to qualify as a REIT in any taxable year and are unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to federal income tax at regular corporate rates, including any applicable alternative minimum tax. Unless entitled to relief under specific statutory provisions, we would be ineligible to elect to be treated as a REIT for the four taxable years following the year for which we lose our qualification. It is not possible to state whether in all circumstances we would be entitled to this statutory relief.
TRS
We have elected, together with certain of our subsidiaries, to treat such subsidiaries as our TRS for federal income tax purposes. A taxable REIT subsidiary generally may provide both customary and non-customary services to tenants of its parent REIT and engage in other activities that the parent REIT may not engage in directly without adversely affecting its qualification as a REIT. Currently, our TRS do not provide any services to our tenants or conduct other material activities. However, one or more TRS of ours may in the future provide services to certain of our tenants. We may form additional taxable REIT subsidiaries in the future and we may contribute some or all of our interests in certain wholly-owned subsidiaries or their assets to a TRS of ours. Any income earned by our TRS will not be included in our taxable income for purposes of the 75% or 95% gross income tests, except to the extent such income is distributed to us as a dividend, in which case such dividend income will qualify under the 95%, but not the 75%, gross income test. Because a taxable REIT subsidiary is subject to federal income tax and state and local income tax (where applicable), as a regular C corporation, the income earned by our TRS generally will be subject to an additional level of tax as compared to the income earned by our other subsidiaries. Historically, we have not actively pursued or engaged in material activities that would require the use of our TRS.
SHARE-BASED COMPENSATION
Awards granted under our Amended Incentive Award Plan may require service-based vesting over a period of years subsequent to the grant date and resulting equity-based compensation expense, measured at the fair value of the award on the date of grant, will be recognized as an expense in our consolidated financial statements over the vesting period. Grant date fair value is estimated using the Monte Carlo simulation model, which incorporates stock price correlation, projected dividend yields and other variables over the time horizons matching the performance periods.

Results of Operations
Comparison of the CompanyYears Ended December 31, 2017 and 2016
The following discussion includes the Operating Partnershipresults of our continuing operations as summarized in the table below:
 Years Ended December 31,
(In Thousands)2017 2016  Change  % Change
Revenues:       
Rentals$639,017
 $648,363
 $(9,346) (1.4)%
Interest income on loans receivable3,791
 5,253
 (1,462) (27.8)%
Earned income from direct financing leases2,078
 2,742
 (664) (24.2)%
Tenant reimbursement income16,747
 14,125
 2,622
 18.6 %
Other income7,322
 15,491
 (8,169) (52.7)%
Total revenues668,955
 685,974
 (17,019) (2.5)%
Expenses:       
General and administrative62,064
 52,615
 9,449
 18.0 %
Restructuring charges
 6,341
 (6,341) (100.0)%
Transaction costs6,361
 
 6,361
 100.0 %
Property costs (including reimbursable)36,617
 30,839
 5,778
 18.7 %
Real estate acquisition costs1,356
 3,229
 (1,873) (58.0)%
Interest190,127
 196,586
 (6,459) (3.3)%
Depreciation and amortization256,019
 262,276
 (6,257) (2.4)%
Impairment102,330
 88,275
 14,055
 15.9 %
Total expenses654,874
 640,161
 14,713
 2.3 %
Income from continuing operations before other (expense) income and income tax expense14,081
 45,813
 (31,732) (69.3)%
Other (expense) income:       
(Loss) gain on debt extinguishment(1,645) 233
 (1,878) NM
Total other (expense) income(1,645) 233
 (1,878) NM
Income from continuing operations before income tax expense12,436
 46,046
 (33,610) (73.0)%
Income tax expense(394) (965) 571
 59.2 %
Income from continuing operations$12,042
 $45,081
 $(33,039) 73.3 %
        
Gain on disposition of assets$65,106
 $52,365
 $12,741
 24.3 %
NM - Percentages over 100% are not displayed.
REVENUES
Rentals
For the year ended December 31, 2017, approximately 95.5% of our total revenues were generated from long-term leases of our owned properties. Our contractual rental revenues between periods decreased by 0.9% as we were a moderate disposer of income producing real estate during the year ended December 31, 2017. We acquired 39 properties with a real estate investment value of $323.0 million during the year ended December 31, 2017. This increase was offset by the sale of 192 properties during the same period for gross sales of $551.2 million, of which 87 were income producing properties for gross sales of $397.5 million. Additionally, we had tenant credit losses in the first quarter of 2017, where the majority of the increase in our nonperforming properties were in the convenience store and movie theater industries.
During both the years ended December 31, 2017 and 2016, non-cash rentals were $30.6 million, representing approximately 4.8% and 4.7%, respectively, of total rental revenue from continuing operations.

Interest income on loans receivable
While financed properties increased from 74 at December 31, 2016 to 88 at December 31, 2017, resulting in an increase of 20.1% in the related mortgage loans receivable balances for the comparative period, interest income on loans receivable decreased as a result of a timing of the change in financed properties. We held 144 financed properties at the beginning of 2016, of which 66 were paid off in mid-2016. Additionally, all 16 properties financed in 2017 were originated in the last four months of 2017.
Tenant reimbursement income
We have a number of leases that require our tenants to reimburse us for certain property costs we incur. Tenant reimbursement income is driven by the tenant reimbursable property costs described below.
Other income
The year-over-year decrease in other income is primarily due to $5.5 million in fee income associated with the prepayment of certain mortgage loans for the year ended December 31, 2016, and no comparable transaction for the year ended December 31, 2017. Additionally, lease termination fees collected for the year ended December 31, 2017 were $5.0 million, compared to $7.3 million for the year ended December 31, 2016.
EXPENSES
General and administrative
The year-over-year increase in general and administrative expenses is primarily due to $11.1 million in severance related costs, comprised of $4.2 million of cash compensation and $6.9 million of non-cash compensation, recorded in the year ended December 31, 2017 following the departure of our chief executive officer and an increase of $4.3 million in bad debt expense recorded year-over-year. The change in bad debt expense increased primarily as a result of certain entertainment, sporting goods and restaurant - casual dining properties for which the straight-line rent has been prepareddetermined to be uncollectible for the year ended December 31, 2017, offset by a decrease in bad debt expenses related to convenience store properties of $1.1 million year-over-year. Finally, the period-over-period increase in general and administrative expenses was partially offset by the $1.7 million loss recognized in the comparable prior period related to termination fees on an interest rate swap.
Property costs
The increase in property costs is primarily due to an increase in non-reimbursable property taxes on operating properties of $2.4 million and an increase in reimbursable property taxes of $3.1 million. The increase in non-reimbursable property taxes on operating properties resulted from an increase in tenant credit issues year-over-year. Tenant reimbursable property costs for the year ended December 31, 2017 were $21.4 million, an increase from $18.0 million in 2016.
Transaction costs
On August 3, 2017, we announced a proposed Spin-Off of almost all of our interests in our properties leased to Shopko, assets that collateralize Master Trust 2014 and other additional assets into an independent, publicly traded REIT. Transaction costs associated with the Spin-Off for the year ended December 31, 2017 totaled $6.4 million.
Interest
The decrease in interest expense is primarily due to the extinguishment of $238.5 million of mortgage debt with a weighted average interest rate of 5.5% during the year ended December 31, 2017. This was partially offset by an increase in interest due to increased average borrowings year-over-year under our Revolving Credit Facility and Term Loan, as well as interest on our Senior Unsecured Notes, which were issued in August 2016.

The following table summarizes our interest expense on related borrowings:
 Years Ended December 31,
(In Thousands)2017 2016
Interest expense – Revolving Credit Facilities (1)
$7,957
 $3,314
Interest expense – Term Loan9,793
 5,218
Interest expense – mortgages and notes payable111,049
 143,233
Interest expense – Convertible Notes24,509
 24,509
Interest expense – Unsecured Senior Notes13,351
 4,932
Non-cash interest expense:   
Amortization of deferred financing costs9,896
 9,070
Amortization of net losses related to interest rate swaps
 93
Amortization of debt discount/(premium), net13,572
 6,217
Total interest expense$190,127
 $196,586
(1) Includes non-utilization fees of approximately $2.1 million and $2.0 million for the years ended December 31, 2017 and 2016, respectively.
Depreciation and amortization
Depreciation and amortization expense relates primarily to depreciation on the accrualcommercial buildings and improvements we own and to amortization of the related lease intangibles. We were a net disposer during the year ended December 31, 2017 (based on depreciable real estate assets), which was the primary driver in the decrease year-over-year. During the year ended December 31, 2017, we acquired 39 properties with a depreciable basis of accounting,$323.0 million, while we sold 192 properties with a real estate investment value of $536.0 million. Our depreciable real estate balance was further reduced due to impairment charges recorded in accordance2017 on properties that remain in our portfolio. Finally, properties held for sale are no longer depreciated and there were more properties being held for sale this year than last year. The following table summarizes our depreciation and amortization expense:
 Years Ended December 31,
(In Thousands)2017 2016
Depreciation of real estate assets$212,112
 $215,443
Other depreciation563
 475
Amortization of lease intangibles43,344
 46,358
Total depreciation and amortization$256,019
 $262,276
Impairment
Impairment charges for the year ended December 31, 2017 were $102.3 million. These charges included $24.8 million on properties held for sale, including $15.0 million on vacant held for sale properties and $6.4 million on four education properties held for sale. $77.2 million of impairment was recorded on properties held and used, including $55.9 million on vacant properties held and used, $10.0 million on eight underperforming properties within the drug store/pharmacy and consumer electronics industries, and $4.2 million on an underperforming property within the general merchandise industry. $0.3 million of impairment charges related to unrecoverable amounts from mortgage loans receivable.
During the year ended December 31, 2016, we recorded impairment losses of $88.3 million. These charges included $23.1 million on 28 properties that were held for sale, including $10.6 million on vacant held for sale properties, and $28.2 million on vacant properties that were not classified as held for sale. The impairment losses also include $26.3 million on 9 underperforming properties within the restaurant-casual dining, movie theater, general merchandise, drug store/pharmacy and distribution industries. In addition, during the year ended December 31, 2016, lease intangible write-offs were primarily due to the $6.6 million write-off of below market rent intangible liabilities for one tenant in the restaurant-casual dining industry.
(Loss) gain on debt extinguishment
During the year ended December 31, 2017, we extinguished $238.5 million of mortgage debt and recognized a loss on debt extinguishment of $1.6 million. The loss was primarily attributable to the $1.6 million pre-payment premium

paid in conjunction with GAAP. The consolidated financial statementsour voluntary pre-payment of the Company includefull outstanding balance of Master Trust 2014 Series 2014-1 Class A1 note of $43.1 million in November 2017. During the accountssame period in 2016, we extinguished $883.0 million of mortgage debt and recognized a gain on debt extinguishment of $0.2 million. The gain was primarily attributable to the extinguishment of four defaulted mortgage loans upon sale of the Corporationproperties collateralizing these loans to third parties, offset by losses from the prepayment and its wholly-owned subsidiaries. The consolidated financial statementsdefeasance fees on 408 properties.
Gain on disposition of assets
During the year ended December 31, 2017, we disposed of 192 properties and recorded gains totaling $65.1 million. Included in these amounts are a $16.2 million gain on the sales of 12 Shopko properties, a $9.5 million gain on the sales of 29 restaurant - casual dining and quick service properties, a $8.9 million gain on the sales of six grocery properties, a $7.9 million gain on the sale of a distribution property, a $7.8 million gain on the sales of 11 drug store/pharmacy properties, and a $7.6 million gain on the sales of five building materials properties. These gains were partially offset by a $6.9 million loss on the sales of 105 vacant properties during the year ended December 31, 2017.
During 2016, we disposed of 213 properties and recorded gains totaling $52.4 million. Included in these amounts are a $12.7 million gain for the sales of 14 Shopko properties, a $10.3 million gain for the sale of one grocery property, a $9.8 million gain on the sale of 30 properties within the restaurant-quick service industry and a $8.8 million gain on the sale of 19 properties with the restaurant-casual dining industry.

Results of Operations
Comparison of the Operating Partnership includeYears Ended December 31, 2016 and 2015
The following discussion includes the accountsresults of our continuing operations as summarized in the Operating Partnershiptable below:
 Years Ended December 31,
(In Thousands)2016 2015  Change  % Change
Revenues:       
Rentals$648,363
 $634,151
 $14,212
 2.2 %
Interest income on loans receivable5,253
 6,948
 (1,695) (24.4)%
Earned income from direct financing leases2,742
 3,024
 (282) (9.3)%
Tenant reimbursement income14,125
 15,952
 (1,827) (11.5)%
Other income15,491
 7,260
 8,231
 NM
Total revenues685,974
 667,335
 18,639
 2.8 %
Expenses:       
General and administrative52,615
 47,730
 4,885
 10.2 %
Restructuring charges6,341
 7,056
 (715) (10.1)%
Property costs (including reimbursable)30,839
 27,715
 3,124
 11.3 %
Real estate acquisition costs3,229
 2,739
 490
 17.9 %
Interest196,586
 222,901
 (26,315) (11.8)%
Depreciation and amortization262,276
 260,633
 1,643
 0.6 %
Impairment88,275
 70,695
 17,580
 24.9 %
Total expenses640,161
 639,469
 692
 0.1 %
Income from continuing operations before other income (expense) and income tax expense45,813
 27,866
 17,947
 64.4 %
Other income (expense):       
Gain (loss) on debt extinguishment233
 (3,162) 3,395
 NM
Total other income (expense)233
 (3,162) 3,395
 NM
Income from continuing operations before income tax expense46,046
 24,704
 21,342
 NM
Income tax expense(965) (601) (364) (60.6)%
Income from continuing operations$45,081
 $24,103
 $20,978
 (87.0)%
        
Gain on disposition of assets$52,365
 $68,421
 $(16,056) 23.5 %
NM - Percentages over 100% are not displayed.
REVENUES
For the year ended December 31, 2016, approximately 94.9% of our total revenues were generated from long-term leases of our owned properties. The year-over-year increase of 2.8% in total revenue was due primarily to an increase in base rental revenue resulting from real estate acquisitions subsequent to December 31, 2015, as well as recognition of other non-tenant income income and its wholly-owned subsidiaries. All significant intercompany balanceslease termination fees, both of which are recorded in other income.
Rentals
The year-over-year increase in rental revenue was primarily attributable to the acquisition of 269 properties with a gross investment in real estate of $704.9 million during the year ended December 31, 2016. This increase was partially offset by the sale of 213 properties during the same period having a real estate investment value of $598.7 million. During the year ended December 31, 2016 and transactions have been eliminated2015, non-cash rentals were $30.6 million and $23.4 million, respectively, representing approximately 4.7% and 3.7% of total rental revenue from continuing operations, respectively. Contractual rent escalations subsequent to December 31, 2015 also contributed to the increase.

As of December 31, 2016, 98.2% of our owned properties were occupied (based on number of properties). The majority of our nonperforming properties were in consolidation. Properties thatthe convenience store and restaurants-casual dining industries. As of December 31, 2016 and 2015, respectively, 46 and 36 of our properties were reported asvacant and not generating rent, representing approximately 1.8% and 1.4% of our owned properties. Of the 46 vacant properties, 10 were held for sale as of December 31, 2013, are presented in discontinued operations until their disposal.2016.
All expenses incurredTenant reimbursement income
We have a number of leases that require our tenants to reimburse us for certain property costs we incur. Tenant reimbursement income is driven by the Company havetenant reimbursable property costs described below.
Other income
The year-over-year increase in other income is primarily due to $5.5 million in fee income associated with the prepayment of certain mortgage loans receivable and $7.2 million in lease termination fees received from Haggen and three other properties for the year ended December 31, 2016. Comparatively, for the year ended December 31, 2015, there was only $5.8 million in lease termination fees related to three tenants.
EXPENSES
General and administrative
The year-over-year increase in general and administrative expenses is primarily due to a $4.0 million increase in professional fees and office expenses, $2.0 million of bad debt expense recorded in relation to 34 convenience store properties for which the rent has been allocateddetermined to be uncollectible and a $1.7 million charge for the termination of our interest rate swaps. Higher professional fees and office expenses include legal, consulting and temporary services attributable to our relocation to Dallas, Texas. These increases were partially offset by a decrease in compensation and related benefits of $3.9 million related to the forfeiture of previously recognized non-cash compensation following the departure of an executive officer in the current period.
Restructuring charges
During the quarter ended December 31, 2015, we made the strategic decision to relocate the Company's headquarters from Scottsdale, Arizona to Dallas, Texas. As a result, during the year ended December 31, 2015, the Company incurred $7.1 million of restructuring charges. Comprising the majority of this amount were estimated employee separation costs, which were based on the anticipated separation date of June 30, 2016 and recognized on the date the employee elected to separate in December 2015. Employee separation costs primarily consist of severance payments, retention bonuses and pro-rated 2016 annual bonuses. Costs associated with employees electing to relocate to Dallas were recognized as the liability was incurred. These costs include a transition bonus and reimbursements for certain relocation costs, including home sale costs, lease breakage penalties, moving costs and a miscellaneous allowance. Other restructuring charges, including placement fees and third-party consulting fees, were also recognized when incurred. As such, during the year ended December 31, 2016, we incurred $6.3 million in restructuring charges related to our relocation. Of this amount, $4.9 million related to professional fees, consulting services, employee severance costs, lease termination expense of our prior headquarters, while the balance was for employee relocation costs and other restructuring charges.
Property costs
For the year ended December 31, 2016, property costs were $30.8 million (including $14.1 million of tenant reimbursables) compared to $27.7 million (including $16.0 million of tenant reimbursables) for the same period in 2015. The increase was driven primarily by an increase in non-reimbursable property taxes on non-operating properties of $3.5 million, as well as increased costs to the Company due to the increased number of vacant properties.
Interest
Year-over-year decrease in interest expense is primarily due to the extinguishment of $883.0 million of mortgage debt with a weighted average interest rate of 6.01% during the year ended December 31, 2016. This decrease was partially offset by an increase in interest from our Term Loan, which was entered into during November 2015, and the issuance of our Senior Unsecured Notes in August 2016.

The following table summarizes our interest expense on related borrowings from continuing operations:
 Years Ended December 31,
(In Thousands)2016 2015
Interest expense – Revolving Credit Facilities (1)
$3,314
 $2,698
Interest expense – Term Loan5,218
 888
Interest expense – mortgages and notes payable143,233
 184,439
Interest expense – Convertible Notes24,509
 24,509
Interest expense – Unsecured Senior Notes4,932
 
Non-cash interest expense:   
Amortization of deferred financing costs9,070
 7,937
Amortization of net losses related to interest rate swaps93
 108
Amortization of debt discount/(premium), net6,217
 2,322
Total interest expense$196,586
 $222,901
(1) Includes non-utilization fees of approximately $2.0 million and $1.6 million for the years ended December 31, 2016 and 2015, respectively.
Depreciation and amortization
Depreciation and amortization expense relates primarily to depreciation on the commercial buildings and improvements we own and to amortization of the related lease intangibles. The year-over-year increase is primarily due to the acquisition of 269 properties, representing a gross investment in real estate of $704.9 million, during the year ended December 31, 2016. The increase was partially offset by dispositions of 213 properties during 2016 with a real estate investment value of $598.7 million. Our net acquisitions during the year were partially offset by a reduction in our real estate investment value due to impairment charges recorded in 2016 on properties that remain in our portfolio and a higher real estate value of properties held for sale compared to 2015. Properties held for sale are no longer depreciated.
The following table summarizes our depreciation and amortization expense from continuing operations:
 Years Ended December 31,
(In Thousands)2016 2015
Depreciation of real estate assets$215,443
 $210,395
Other depreciation475
 375
Amortization of lease intangibles46,358
 49,863
Total depreciation and amortization$262,276
 $260,633
Impairments
During the year ended December 31, 2016, we recorded impairment losses of $88.3 million. These charges included $23.1 million of impairment on 28 properties that were held for sale, including $10.6 million of impairment on vacant held for sale properties, and $28.2 million on vacant properties that were not classified as held for sale. The impairment losses also include $26.3 million on 9 underperforming properties within the restaurant-casual dining, movie theater, general merchandise, drug store/pharmacy and distribution industries. In addition, during the year ended December 31, 2016, lease intangible write-offs were primarily due to the $6.6 million write-off of below market rent intangible liabilities for one tenant in the restaurant-casual dining industry. During the year ended December 31, 2015, we incurred impairment losses of $55.4 million from 22 vacant or underperforming properties within the education, restaurant-casual dining and sporting goods industries. In addition, 29 properties held for sale during the period incurred impairment losses of $15.0 million. The balance of the impairment loss included an allowance for loan loss on an unsecured note.

The following summarizes our impairment loss from continuing operations:
 Years Ended December 31,
(In Thousands)2016 2015
Real estate and intangible asset impairment$80,390
 $68,531
Write-off of lease intangibles due to lease terminations, net7,683
 1,666
Loans receivable impairment176
 324
Total impairments from real estate investment net assets88,249
 70,521
Other impairment26
 174
Total impairment loss$88,275
 $70,695
Gain (loss) on debt extinguishment
During the year ended December 31, 2016, we extinguished $883.0 million of mortgage debt and recognized a gain on debt extinguishment of $0.2 million. The gain was primarily attributable to the extinguishment of four defaulted mortgage loans upon sale of the properties collateralizing these loans to third parties, offset by losses from the prepayment and defeasance fees on 408 properties. During the same period in 2015, we retired $536.6 million in high interest rate CMBS debt with a weighted average interest rate of 5.73%.
Gain on disposition of assets
During the year ended December 31, 2016, we disposed of 213 properties and recorded gains totaling $52.4 million from continuing operations. Included in these amounts are the sales of 14 Shopko properties for a $12.7 million gain, $10.3 million for the sale of one grocery property, a $9.8 million gain on the sale of 30 properties within the restaurant-quick service industry and a $8.8 million gain on the sale of 19 properties with the restaurant-casual dining industry. During 2015, we disposed of 110 properties and recorded gains totaling $68.4 million from continuing operations. These gains are primarily attributable to a $58.7 million gain from the sale of 34 Shopko properties. Additionally, we sold or disposed of 76 other properties, including 31 vacant properties and 5 multi-tenant properties.
Liquidity and Capital Resources
Short-term Liquidity and Capital Resources
On a short-term basis, our principal demands for funds will be for operating expenses, including financing of acquisitions, distributions to stockholders and interest and principal on current and any future debt financings. We expect to fund our operating expenses and other short-term liquidity requirements, capital expenditures, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs and cash distributions to common and preferred stockholders, primarily through cash provided by operating activities and borrowings under the Revolving Credit Facility and Term Loan. Our Revolving Credit Facility and Term Loan increase our capacity to fund acquisitions, while continuing to meet our short-term working capital requirements. As of December 31, 2017, $688.0 million of borrowing capacity was available under the Revolving Credit Facility and $420.0 million was available under the Term Loan.
In November, 2016, the Board of Directors approved a new $500.0 million ATM Program and the Company terminated it's existing program. As of December 31, 2017, no shares had been sold under the new ATM Program.
In February 2016, the Company's Board of Directors approved a stock repurchase program, which authorizes the Company to repurchase up to $200.0 million of its common stock. During the year ended December 31, 2017, 26,337,295 shares of the Company's outstanding common stock were repurchased in open market transactions under this stock repurchase program, at a weighted average price of $7.59 per share, equivalent to the full $200.0 million authorized. Fees associated with the share repurchase of $0.5 million are included in retained earnings.
In August, 2017, our Board of Directors approved a new stock repurchase program, which authorizes us to purchase up to $250.0 million of our common stock in the open market or through private transactions from time to time over the next 18 months. Purchase activity will be dependent on various factors, including our capital position, operating results, funds generated by asset sales, dividends that may be required by those sales, and investment options that may be available, including acquiring new properties or retiring debt. The stock repurchase program does not obligate us to repurchase any specific number of shares and may be suspended at any time at our discretion. We intend to fund any repurchases with the net proceeds from asset sales, cash flows from operations, existing cash on the balance

sheet and other sources. As of December 31, 2017, the Company had repurchased 9,502,670 shares of its outstanding common stock under this new stock repurchase program.
In October, 2017, the Company completed an underwritten public offering of 6,900,000 shares of 6.00% Series A Cumulative Redeemable Preferred Stock, including 900,000 shares sold pursuant to the underwriter's option to purchase additional shares. Gross proceeds raised were approximately $172.5 million; net proceeds were approximately $166.2 million after deducting underwriter discounts and offering costs paid by the Company. The net proceeds from the offering were initially used to reduce outstanding debt and for general operating purposes of the Company.
Long-term Liquidity and Capital Resources
We plan to meet our long-term capital needs, including long-term financing of property acquisitions, by issuing registered debt or equity securities, obtaining asset level financing and occasionally by issuing fixed rate secured or unsecured notes and bonds. We may continue to issue common stock when we believe that our share price is at a level that allows for the proceeds of any offering to be accretively invested into additional properties. In addition, we may issue common stock to permanently finance properties that were financed by our Revolving Credit Facility, Term Loan or other indebtedness. In the future, some of our property acquisitions could be made by issuing partnership interests of our Operating Partnership in exchange for property owned by third parties. These partnership interests would be exchangeable for cash or, at our election, shares of our common stock.
We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, we cannot assure you that we will have access to the capital markets at times and on terms that are acceptable to us. We expect that our primary uses of capital will be for property and other asset acquisitions and the payment of tenant improvements, operating expenses, including debt service payments on any outstanding indebtedness, and distributions to our stockholders.
Description of Certain Debt
Spirit Master Funding Program
The Spirit Master Funding Program is an asset-backed securitization platform in which we raise capital through the issuance of non-recourse net lease mortgage notes collateralized by commercial real estate, net leases and mortgage loans. The Spirit Master Funding Program allows us to issue notes that are secured by the assets of the special purpose entity note issuers that are pledged to the indenture trustee for the benefit of the noteholders and managed by the Operating Partnership as property manager. These Collateral Pools consist primarily of commercial real estate properties, the issuers’ rights in the leases of such properties and commercial mortgage loans secured by commercial real estate properties. In general, monthly rental and mortgage receipts with respect to the leases and mortgage loans are deposited with the indenture trustee who will first utilize these funds to satisfy the debt service requirements on the notes and any fees and costs associated with the administration of the Spirit Master Funding Program including property and asset management fees payable to Spirit. The remaining funds are remitted to the issuers monthly on the note payment date.
In addition, upon satisfaction of certain conditions, the issuers may, from time to time, sell or exchange real estate properties or mortgage loans from the Collateral Pools. Proceeds from the sale of assets within the Collateral Pools are held on deposit by the indenture trustee until a qualifying substitution is made or the amounts are distributed as an early repayment of principal. At December 31, 2017, $85.7 million was held on deposit and classified as restricted cash within deferred costs and other assets, net in our consolidated balance sheet included in this Annual Report on Form 10-K.
The Spirit Master Funding Program consists of two separate securitization trusts that have one or multiple bankruptcy-remote, special purpose entities as issuers of the Master Trust 2013 and Master Trust 2014 notes. Each issuer is an indirect wholly-owned subsidiary of ours. All outstanding series of Master Trust Notes were rated A+ by S&P as of December 31, 2017.
Master Trust 2013
In December 2013, an indirect wholly-owned subsidiary of ours issued $330.0 million aggregate principal amount of net-lease mortgage notes comprised of $125.0 million of 3.89% interest-only notes expected to be repaid in December 2018 and $205.0 million of 5.27% amortizing notes expected to be repaid in December 2023.


Master Trust 2014
In May 2014, we completed our Exchange Offer to exchange the outstanding principal balance of three series of existing net-lease mortgage notes for three series of newly issued Master Trust 2014 notes. The terms of the new notes remain generally similar to the old notes including the interest rate and anticipated final repayment dates; however, the new notes generally amortize more slowly than the old notes and have a legal final payment date that is 17 years later than the old notes (although the anticipated repayment date remains the same). The revisions to Master Trust 2014, in connection with the issuance of the new notes, generally provide the Operating Partnership more administrative flexibility as property manager and special servicer.
In November 2014, the existing issuers under Master Trust 2014 and two additional indirect wholly-owned subsidiaries of ours, collectively as co-issuers, completed the issuance of $510.0 million aggregate principal amount of net-lease mortgage notes comprised of $150.0 million of 3.50% interest-only notes expected to be repaid in January 2020 and $360.0 million of 4.63% amortizing notes (interest-only through November 2017) expected to be repaid in January 2030.
At the time of issuance, the Class A notes represented approximately 70% of the collateral appraised value and are currently rated A+ by S&P. The Class B notes are subordinate to the Class A notes as to principal repayment, represent approximately 5% of the collateral value, and are currently rated BBB by S&P.
In December 2017, the existing issuers under Master Trust 2014, collectively as co-issuers, completed the issuance of $674.4 million aggregate principal amount of net-lease mortgage notes comprised of $542.4 million of 4.36%, Class A, amortizing notes and $132.0 million of 6.35%, Class B, interest-only notes, each class of Notes have an anticipated repayment date in December 2022 and a legal final payment date in December 2047. (Refer to Note 17. Subsequent Events, regarding repricing of the Class B Notes). The Operating Partnership retained $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes to satisfy its regulatory risk retention obligations. In conjunction with the issuance, the Company pre-paid Series 2014-1 Class A1 of the 2014 notes.
The Master Trust Notes are summarized below:
 
Stated
Rates
(1)
 Remaining Term December 31,
2017
 December 31,
2016
   (in Years) (in Thousands)
Series 2014-1 Class A1% 0.0 $
 $53,919
Series 2014-1 Class A25.4% 2.5 252,437
 253,300
Series 2014-25.8% 3.2 222,683
 226,283
Series 2014-35.7% 4.2 311,336
 311,820
Series 2014-4 Class A13.5% 2.1 150,000
 150,000
Series 2017-1 Class A (2)
4.4% 5.0 515,280
 
Series 2017-1 Class B (2)
6.4% 5.0 125,400
 
Series 2014-4 Class A24.6% 12.1 358,664
 360,000
Total Master Trust 2014 notes5.0% 5.4 1,935,800
 1,355,322
Series 2013-1 Class A3.9% 1.0 125,000
 125,000
Series 2013-2 Class A5.3% 6.0 187,704
 192,384
Total Master Trust 2013 notes4.7% 4.0 312,704
 317,384
Total Master Trust Notes    2,248,504
 1,672,706
Debt discount, net    (36,188) (18,787)
Deferred financing costs, net    (24,010) (16,376)
Total Master Trust Notes, net    $2,188,306
 $1,637,543
(1) Represents the individual series stated interest rate as of December 31, 2017 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of December 31, 2017.
(2) The Operating Partnership acquired $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes, which eliminate in consolidation, to satisfy its regulatory risk retention obligations.

As of December 31, 2017, the Master Trust 2014 notes were secured by 815 owned and financed properties issued by 5 indirect wholly-owned subsidiaries of the Corporation. The notes issued under Master Trust 2014 are cross-collateralized by the assets of all issuers within this trust. As of December 31, 2017, the Master Trust 2013 notes were secured by 296 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Corporation.
Convertible Notes
The Convertible Notes are comprised of two series of notes with an aggregate principal amount of $747.5 million at both December 31, 2017 and December 31, 2016. Interest on the Convertible Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 2019 Notes, aggregate principal amount $402.5 million, accrue interest at 2.875% and are scheduled to mature on May 15, 2019. The 2021 Notes, aggregate principal amount $345.0 million, accrue interest at 3.75% and are scheduled to mature on May 15, 2021. As of December 31, 2017, the carrying amount of the Convertible Notes was $715.9 million, which is net of discounts (for the value of the embedded conversion feature) and unamortized deferred financing costs.
Holders may convert notes of either series prior to November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, only under the following circumstances: (1) if the closing price of our common stock for each of at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days in the quarter is greater than or equal to 130% of the conversion price for the Convertible Notes; (2) during the five business day period after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last closing price of our common stock and the conversion rate for the Convertible Notes; (3) if we call any or all of the Convertible Notes for redemption prior to the redemption date; or (4) upon the occurrence of specified corporate events as described in the Convertible Notes prospectus supplement. On or after November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert the Convertible Notes of the applicable series at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver cash, shares of common stock or a combination of cash and shares of common stock, at our election.
The initial conversion rate for the Convertible Notes is 76.3636 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $13.10 per share of common stock). The conversion rate for each series of the Convertible Notes is subject to adjustment for some events, including dividends paid in excess of threshold amounts stipulated in the agreement, but will not be adjusted for any accrued and unpaid interest. As of December 31, 2017, the conversion rate was 77.3144 per $1,000 principal note. If we undergo a fundamental change (as defined in the Convertible Notes supplemental indentures), holders may require us to repurchase all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plusaccrued and unpaid interest.
Revolving Credit Facility
On March 31, 2015, the Company entered into the Credit Agreement, among the Operating Partnership as borrower and the Company as guarantor, that established a new $600.0 million unsecured credit facility and terminated its secured $400.0 million 2013 Credit Facility. The Revolving Credit Facility matures on March 31, 2019 (extendible at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements) and includes an accordion feature to increase the committed facility size up to $1.0 billion, subject to satisfying certain requirements and obtaining additional lender commitments. On April 27, 2016, the Company expanded the borrowing capacity under the Revolving Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The Revolving Credit Facility also includes a 50.0 million sub-limit for swing-line loans and up to $60.0 million available for issuance of letters of credit. Swing-line loans and letters of credit reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. On November 3, 2015, the Company entered into a first amendment to the Credit Agreement. The amendment conforms certain of the terms and covenants to those in the Term Loan Agreement, including limiting the requirement of subsidiary guaranties to material subsidiaries (as defined in the Credit Agreement) meeting certain conditions. At December 31, 2017, there were no subsidiaries meeting this requirement.
The Revolving Credit Facility bears interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum or a specified base rate plus 0.0% to 0.55% and requires a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, in each case depending

on the Corporation's credit rating. As of December 31, 2017, the Revolving Credit Facility bore interest at LIBOR plus 1.25% based on the Company's credit rating and incurred a facility fee of 0.25% per annum.
The Operating Partnership may voluntarily prepay the Revolving Credit Facility, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any. Payment of the Revolving Credit Facility is unconditionally guaranteed by the Corporation and material subsidiaries that meet certain conditions (as defined in the Credit Agreement). As of December 31, 2017, there were no subsidiaries that met this requirement.
As of December 31, 2017, $112.0 million in borrowings were outstanding and $688.0 million of borrowing capacity was available under the Revolving Credit Facility. Amounts available for borrowing under the Revolving Credit Facility remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.60:1.00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions;
Minimum fixed charge coverage ratio (defined as EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates, to fixed charges) of 1.50:1.00;
Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.50:1:00;
Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties, to unsecured interest expense) of 1.75:1.00;
Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions; and
Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.
In addition to these covenants, the Credit Agreement also includes other customary affirmative and negative covenants, such as (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all or substantially all assets; (iv) maintenance of status as a REIT and listing on any national securities exchange; and (v) material modifications to organizational documents.
As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these covenants.
Term Loan
On November 3, 2015, we entered into a Term Loan Agreement among the Operating Partnership as borrower, the Corporation as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at our option pursuant to two one-year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to be increased to up to $600.0 million, subject to obtaining additional lender commitments. In December 2015, upon obtaining additional lender commitments, we increased the term facility from $325.0 million to $370.0 million. On December 19, 2016, we increased the term facility from $370.0 million to $420.0 million.
The Term Loan Agreement provides that borrowings bear interest at either LIBOR plus 1.35% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum, at the Operating Partnership's election. In each case, the applicable margin is determined based upon the Corporation’s leverage ratio. If the Corporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- from S&P or Fitch, Inc. or Baa3 from Moody's, the Operating Partnership may make an irrevocable election to have the margin based upon the Corporation's credit ratings. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leverage based pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, borrowings will bear interest at either LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.0% to 0.75% per annum, in each case depending on the Corporation’s credit ratings. As of December 31, 2017, the Term Loan bore interest at LIBOR plus 1.35% based on our credit rating.

The Operating Partnership may voluntarily prepay the Term Loan, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees. Amounts prepaid may be subsequently re-borrowed within 30 days. Payment of the Term Loan is unconditionally guaranteed by the Corporation and, under certain circumstances, by one or more material subsidiaries (as defined in the Term Loan Agreement) of the Corporation. The obligations of the Operating Partnership and any guarantor under the Term Loan are full recourse to the Corporation and each guarantor.
As of December 31, 2017, the Term Loan provided $420.0 million of borrowing capacity. Amounts available for borrowing under the Term Loan remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.60:1.00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions;
Minimum fixed charge coverage ratio (defined as consolidated EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates to fixed charges) of 1.50:1.00;
Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents to total asset value) of 0.50:1:00;
Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties to unsecured interest expense) of 1.75:1.00;
Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions; and
Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.
In addition, the Term Loan Agreement includes other customary affirmative and negative covenants, including (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all or substantially all assets; (iv) maintenance of status as a REIT and listing on a national securities exchange; and (v) material modifications to organizational documents. The ability to borrow under the Term Loan Agreement is subject to continued compliance with all of the covenants described above.
As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
Senior Unsecured Notes
On August 18, 2016, the Operating Partnership completed a private placement of $300.0 million aggregate principal amount senior notes through a Rule 144A offering with registration rights, which are guaranteed by the Corporation. The Senior Unsecured Notes were issued at 99.378% of their principal amount, resulting in net proceeds of $296.2 million after deducting transaction fees and expenses. The Senior Unsecured Notes accrue interest at a rate of 4.450% per year, payable on March 15 and September 15 of each year, until the maturity date of September 15, 2026. The Company filed a registration statement with the SEC to exchange the private Senior Unsecured Notes for registered Senior Unsecured Notes with substantially identical terms, which became effective April 14, 2017. All $300.0 million aggregate principal amount of private Senior Unsecured Notes were tendered in the exchange for registered Senior Unsecured Notes.
The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed on or after June 15, 2026 (three months prior to the maturity date of the Senior Unsecured Notes), the redemption price will not include a make-whole premium.  

In connection with the issuance of the Senior Unsecured Notes, the Corporation and Operating Partnership's first amendedPartnership remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness, to total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and restated agreementnon-real estate intangibles) of limited partnership, which management determined0.60:1.00;
Minimum unencumbered asset coverage ratio (defined as total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles, to beconsolidated total unsecured indebtedness) of 1.50:1:00;
Maximum secured indebtedness leverage ratio (defined as consolidated total secured indebtedness, to total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles) of 0.40:1.00; and
Minimum fixed charge coverage ratio (defined as consolidated income available for debt service, to the annual service charge) of 1.50:1.0.
In addition, the Senior Unsecured Notes Agreement includes other customary affirmative and negative covenants, including (i) maintenance of status as a reasonable methodREIT; (ii) payment of allocation. Therefore, expenses incurred would not be materially different ifall taxes, assessments and governmental charges levied on the REIT; (iii) reporting on financial information; and (iv) maintenance of properties and property insurance.
As of December 31, 2017, the Corporation and the Operating Partnership had operated as an unaffiliated entity.were in compliance with these financial covenants.
The Company has formed numerousCMBS
We may use long-term, fixed-rate debt to finance our properties. In such events, we generally seek to use asset level financing that bears annual interest less than the annual rent on the related lease(s) and that matures prior to the expiration of such lease(s). In general, the obligor of our asset level debt is a special purpose entities to acquire and holdentity that holds the real estate encumbered by indebtedness (see Note 4).and other collateral securing the indebtedness. Each special purpose entity is a bankruptcy remote separate legal entity, and is the sole owner of its assets and solely responsible for its liabilities. liabilities other than typical non-recurring covenants.
As of December 31, 2017, we had 12 loans with approximately $332.6 million of outstanding principal balances under our fixed rate CMBS loans, with a weighted average contractual interest rate of 5.81% and a weighted average maturity of 4.6 years. Approximately one-third of this debt is partially amortizing and requires a balloon payment at maturity. These balances include six separate fixed-rate CMBS loans that are in default due to the underperformance of the eight properties that secure them. As of December 31, 2017, the aggregate principal balance under the defaulted CMBS loans was $64.3 million, including $13.2 million of default interest added to principal, and is discussed further below. Excluding these six loans, the outstanding principal obligations under our CMBS fixed-rate loans as of December 31, 2017 was $268.3 million.
The assetstable below shows the outstanding principal obligations, including amortization, of these CMBS fixed rate loans as of December 31, 2017 and the year in which the loans mature (dollars in thousands). The information displayed in the table excludes amounts and interest rates related to the defaulted loans and the eight properties securing them.
Year of MaturityNumber of Loans Number of Properties Stated Interest Rate Range Weighted Average Stated Rate Scheduled Principal Balloon Total
              
2018
 
 0 % $3,692
 $
 $3,692
2019
 
  
 3,905
 
 3,905
2020
 
  
 4,100
 
 4,100
2021
 
  
 4,365
 
 4,365
20221
 12
 4.67% 4.67
 4,617
 42,400
 47,017
Thereafter5
 88
 5.23%-6.00% 5.48
 7,276
 197,980
 205,256
Total6
 100
   5.35% $27,955
 $240,380
 $268,335


CMBS Liquidity Matters
As of December 31, 2017, we are in default on six separate CMBS loans due to the underperformance of the properties securing these loans. The wholly-owned special purpose entities subject to these mortgage loans are separate legal entities and the sole owner of their assets and responsible for their liabilities. The aggregate outstanding principal balance of these loans, including capitalized interest, totaled $64.3 million. We believe the value of these properties is less than the related debt. As a result, we have notified the lenders of each special purpose entity that we anticipate either surrendering these properties to the lenders or selling them in certain instances in exchange for relieving the indebtedness, including any accrued interest and accrued or unpaid property expenses, encumbering them.
The following table provides key elements of the defaulted mortgage loans (dollars in thousands):
IndustryProperties Net Book Value Monthly Base Rent Pre-Default Outstanding Principal 
Capitalized Interest (1)
 Total Debt Outstanding 
Restricted Cash (2)
 Stated Rate Default Rate 
Accrued Interest (1)
                    
Manufacturing2 $3,618
 $16
 $5,460
 $11,354
 $16,814
 $
 5.85% 9.85% $143
Sporting Goods1 3,070
 
 6,321
 429
 6,750
 453
 5.62
 10.62
 80
Consumer Electronics1 3,021
 
 8,592
 592
 9,184
 286
 5.87
 9.87
 62
Multi-Tenant Retail1 12,580
 95
 17,250
 398
 17,648
 575
 5.53
 7.53
 78
Sporting Goods2 3,457
 
 9,625
 310
 9,935
 
 4.39
 9.39
 78
Sporting Goods1 2,010
 
 3,853
 128
 3,981
 169
 4.65
 9.65
 33

8 $27,756
 $111
 $51,101
 $13,211
 $64,312
 $1,483
 5.44% 9.21% $474
(1) Interest capitalized to principal that remains unpaid.
(2) Represents restricted cash controlled by the lender that may be applied to reduce the outstanding principal balance.
Debt Maturities
Future principal payments due on our various types of debt outstanding as of December 31, 2017 (in thousands):
 Total 2018 2019 2020 2021 2022 Thereafter
              
Revolving Credit Facility112,000
 
 112,000
 
 
 
 
Master Trust Notes2,248,504
 163,185
 40,230
 410,713
 237,790
 969,020
 427,566
CMBS - fixed-rate (1)
332,647
 68,004
 3,905
 4,100
 4,365
 47,017
 205,256
Convertible Notes747,500
 
 402,500
 
 345,000
 
 
Unsecured Senior Notes300,000
 
 
 
 
 
 300,000
 $3,740,651
 $231,189
 $558,635
 $414,813
 $587,155
 $1,016,037
 $932,822
(1) The CMBS - fixed-rate payment balance in 2018 includes $64.3 million, including $13.2 million of capitalized interest, for the acceleration of principal payable following an event of default under 6 separate CMBS loans with stated maturities in 2018.

Contractual Obligations
The following table provides information with respect to our commitments as well as potential acquisitions under contract as of December 31, 2017, the table does not reflect available debt extensions (in thousands):
  Payment due by period
          More than
    Less than 1 1-3 years 3-5 years 5 years
Contractual Obligations Total Year (2018) (2019-2020) (2021-2022) (after 2022)
           
Debt - Principal $3,740,651
 $231,189
 $973,448
 $1,603,192
 $932,822
Debt - Interest (1) (3)
 795,950
 170,252
 288,219
 192,452
 145,027
Acquisitions Under Contract (2)
 29,281
 29,281
 
 
 
Capital Improvements 34,128
 30,203
 2,525
 1,400
 
Operating Lease Obligations 43,842
 3,157
 6,356
 6,312
 28,017
Total $4,643,852
 $464,082
 $1,270,548
 $1,803,356
 $1,105,866
(1) Excludes interest on defaulted mortgage loans.
(2) Contracts contain standard cancellation clauses contingent on results of due diligence.
(3) Debt - Interest has been calculated based on outstanding balances as of December 31, 2017 through their respective maturity dates and excludes unamortized non-cash deferred financing costs of $39.6 million, unamortized debt discount of $61.4 million and any interest due on defaulted mortgage loans, including $0.5 million accrued as of December 31, 2017.
Distribution Policy
Distributions from our current or accumulated earnings are generally classified as ordinary income, whereas distributions in excess of our current and accumulated earnings, to the extent of a stockholder’s federal income tax basis in our common stock, are generally classified as a return of capital. Under the 2017 Tax Legislation, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Distributions in excess of a stockholder’s federal income tax basis in our common stock are generally characterized as capital gain.
We are required to distribute 90% of our taxable income (subject to certain adjustments and excluding net capital gain) on an annual basis to maintain qualification as a REIT for federal income tax purposes and are required to pay or otherwise satisfy obligationsfederal income tax at regular corporate rates to the creditorsextent we distribute less than 100% of our taxable income (including capital gains).
We intend to make distributions that will enable us to meet the distribution requirements applicable to REITs and to eliminate or minimize our obligation to pay corporate-level federal income and excise taxes.
Any distributions will be at the sole discretion of our Board of Directors, and their form, timing and amount, if any, affiliate or ownerwill depend upon a number of another entity unlessfactors, including our actual and projected results of operations, FFO, liquidity, cash flows and financial condition, the special purpose entities have expressly agreedrevenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as our Board of Directors deems relevant.

Cash Flows
Comparison of Years Ended December 31, 2017 and 2016
The following table presents a summary of our cash flows for the years ended December 31, 2017 and 2016 (in thousands):
 Years Ended
 December 31,
 2017 2016 Change
Net cash provided by operating activities$386,393
 $361,409
 $24,984
Net cash provided by (used in) investing activities82,942
 (117,251) 200,193
Net cash used in financing activities(470,596) (255,889) (214,707)
Net (decrease) increase in cash and cash equivalents$(1,261) $(11,731) $10,470
As of December 31, 2017, we had $8.8 million of unrestricted cash and cash equivalents as compared to $10.1 million as of December 31, 2016.
Operating Activities
Our cash flows from operating activities are permittedprimarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.
The increase in net cash provided by operating activities was primarily attributable to a decrease in costs associated with debt extinguishment of $22.9 million due to a lower volume of mortgage debt being extinguished, a decrease in cash paid for interest of $18.4 million related to the lower level of outstanding mortgage debt, and reduced restructuring charge payments of $11.3 million as restructuring activities were finalized in 2016, offset by a decrease in cash revenue of $19.1 million and increases in property costs of $5.8 million related to reimbursable and non-reimbursable property taxes, and G&A costs of $3.6 million.
The decrease in revenue was primarily attributable to the disposition of 192 properties, representing a gross investment in real estate during the year ended December 31, 2017 of $510.9 million, partially offset by the acquisition of 39 properties, during the same period, with a real estate investment value totaling $323.0 million.
Investing Activities
Cash provided by (used in) investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.
Net cash provided by investing activities during 2017 included cash proceeds of $472.5 million from the disposition of 192 properties, offset by $279.9 million to fund the acquisition of 39 properties and capitalized real estate expenditures of $46.1 million and the transfer of sales proceeds to restricted cash accounts of $71.3 million . Net cash provided by investing activities also included collections of principal on loans receivable and real estate assets under their governing documents. direct financing leases totaling $12.8 million and the investment in notes receivable of $5.0 million.
During the same period in 2016, net cash used in investing activities included $655.8 million to fund the acquisition of 269 properties and capitalized real estate expenditures of $27.1 million partially offset by cash proceeds of $524.8 million from the disposition of 213 properties. Net cash used in investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $8.4 million, offset by the release of sales proceeds from restricted cash accounts of $2.3 million.
Financing Activities
Generally, our net cash used in financing activities is impacted by our common and preferred stock offerings and activity, including repurchases of our common stock under our Stock Repurchase Program, borrowings under our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.

Net cash used in financing activities during 2017 was primarily attributable to the repayment of the $420.0 million Term Loan, the payment of dividends to common and preferred equity owners of $341.7 million, the repurchase of 35,839,965 shares of the Company's outstanding common stock for $286.6 million and repayments of $221.3 million in mortgages and notes payable, offset by the issuance of 6.9 million shares of Class A Preferred Stock for net proceeds of $166.2 million, and debt issuances under our Spirit Master Funding Program of $618.6 million.
Net cash used in financing activities during 2016 was primarily attributable to the repayment of our indebtedness of $863.8 million and the payment of dividends to equity owners of $323.6 million, both of which were primarily funded from our operating cash flows, net borrowings under our Revolving Credit Facility and Term Loan of $86.0 million and $95.0 million, respectively, net proceeds of $298.1 million from the issuance of $300.0 million aggregate principal Senior Unsecured Notes and the sale of an aggregate 40.8 million shares of our common stock in an underwritten public offering and under our ATM Program, generating net proceeds of $368.9 million and $77.7 million, respectively.
Comparison of Years Ended December 31, 2016 and 2015
The following table presents a summary of our cash flows for the years ended December 31, 2016 and 2015 (in thousands):
 Years Ended
 December 31,
 2016 2015 Change
Net cash provided by operating activities$361,409
 $371,986
 $(10,577)
Net cash used in investing activities(117,251) (385,696) 268,445
Net cash provided by financing activities(255,889) (140,681) (115,208)
Net increase (decrease) in cash and cash equivalents$(11,731) $(154,391) $142,660
As of December 31, 2016, we had $10.1 million of cash and cash equivalents as compared to $21.8 million as of December 31, 2015.
Operating Activities
Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.
The decrease in net cash provided by operating activities was primarily attributable to an increase in debt extinguishment costs of $18.1 million, restructuring charge payments of $10.2 million, G&A costs of $6.9 million, payments to terminate interest rate swap agreements of $1.7 million and net changes in operating assets and liabilities of $7.2 million, partially offset by an increase in cash revenue of $12.9 million and a decrease in cash paid for interest of $27.4 million.
The increase in revenue was primarily attributable to the acquisition of 269 properties, representing a gross investment in real estate during the year ended December 31, 2016 totaling $704.9 million partially offset by the disposition of 213 properties during the same period with a real estate investment value of $598.7 million.
Investing Activities
Cash used in investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.
Net cash used in investing activities during 2016 included $655.8 million to fund the acquisition of 269 properties and capitalized real estate expenditures of $27.1 million partially offset by cash proceeds of $524.8 million from the disposition of 213 properties. Net cash used in investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $8.4 million, offset by the release of sales proceeds from restricted cash accounts of $2.3 million.
During the same period in 2015, net cash used in investing activities included $876.0 million to fund the acquisition of 232 properties and capitalized real estate expenditures of $10.3 million partially offset by cash proceeds of $496.6 million from the disposition of 110 properties. Net cash used in investing activities also included investment in loans

receivable of $4.0 million, partially offset by the release of sales proceeds from restricted cash accounts of $41.0 million and collections of principal on loans receivable and real estate assets under direct financing leases totaling $2.95 billion$6.8 million.
Financing Activities
Generally, our net cash (used in) provided by financing activities is impacted by our net borrowings and $4.57 billion,common stock offerings, including sales of our common stock under our ATM Program, common stock offerings, borrowings under our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.
Net cash used in financing activities during 2016 was primarily attributable to the repayment of our indebtedness of $863.8 million and the payment of dividends to equity owners of $323.6 million, both of which were primarily funded from our operating cash flows, net borrowings under our Revolving Credit Facility and Term Loan of $86.0 million and $95.0 million, respectively, net proceeds of $298.1 million from the issuance of $300.0 million aggregate principal Senior Unsecured Notes and the sale of an aggregate 40.8 million shares of our common stock in an underwritten public offering and under our ATM Program, generating net proceeds of $368.9 million and $77.7 million, respectively.
Net cash used in financing activities during 2015 was primarily attributable to the repayment of our indebtedness of $512.5 million, the payment of dividends to equity owners of $292.3 million, both of which were held,paid primarily through sources from our operating cash flows, and net liabilities totaling $2.26repayments under our Revolving Credit Facilities of $15.2 million. These amounts were partially offset by the issuance and sale of 23.0 million shares of our common stock in an underwritten public offering and the sale of 6.6 million shares of our common stock under our ATM Program for aggregate net proceeds of $347.2 million and borrowings under our Term Loan of $325.0 million.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to financial market risks, especially interest rate risk. Interest rates and other factors, such as occupancy, rental rates and the financial condition of our tenants, influence our performance more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. As described above, we generally offer leases that provide for payments of base rent with scheduled increases and, to a lesser extent, contingent rent based on a percentage of the tenant’s gross sales to help mitigate the effect of inflation. Because the properties in our portfolio are generally leased to tenants under triple-net leases, our exposure to rising property operating costs due to inflation is mitigated.
Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and global economic and political conditions, which are beyond our control. Our operating results depend heavily on the difference between the revenue from our assets and the interest expense incurred on our borrowings. We may incur additional variable rate debt in the future, including amounts that we may borrow under our Revolving Credit Facility and Term Loan. In addition, decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments, which may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected. Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to acquire real estate with rental rates high enough to offset the increase in interest rates on our borrowings.
In the event interest rates rise significantly or there is an economic downturn, defaults may increase and result in credit losses, which may adversely affect our liquidity and operating results. In a decreasing interest rate environment, borrowers are generally more likely to prepay their loans in order to obtain financing at lower interest rates. However, the vast majority of our mortgage notes payable have prepayment clauses that make refinancing during a decreasing interest rate environment uneconomical. Investments in our mortgage loans receivable, however, have significant prepayment protection in the form of yield maintenance provisions, which provide us with substantial yield protection in a decreasing interest rate environment with respect to this portion of our investment portfolio.
The objective of our interest rate risk management policy is to match fund fixed-rate assets with fixed-rate liabilities. As of December 31, 2017, our assets were primarily long-term, fixed-rate leases (though most have scheduled rental increases during the terms of the leases). As of December 31, 2017, $3.6 billion of our indebtedness was fixed-rate, consisting of our Master Trust Notes, fixed-rate CMBS loans, Senior Unsecured Notes and $3.19 billion, respectively, were owedConvertible Notes, with a weighted average stated interest rate of 4.67%, excluding amortization of deferred financing costs and debt discounts/premiums. As of December 31, 2017, $112.0 million of our indebtedness was variable-rate, consisting of our Revolving Credit Facility, with a weighted average stated interest rate of 2.74%, excluding amortization of deferred financing

costs and debt discounts/premiums. If one-month LIBOR as of December 31, 2017 increased by these encumbered special purpose entities12.5 basis points, or 0.125%, the resulting increase in annual interest expense with respect to the $112.0 million outstanding under the variable-rate obligations would impact our future earnings and cash flows by $140.0 thousand.
The estimated fair values of our debt instruments have been derived based on market quotes for comparable instruments or discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates and credit spreads. The debt instrument balances as of December 31, 2017 are as follows (in thousands):
 Carrying
Value
 Estimated
Fair Value
    
Revolving Credit Facility$112,000
 $111,997
Term Loan, net (1)

 
Senior Unsecured Notes, net (1)
295,321
 299,049
Mortgages and notes payable, net (1)
2,516,478
 2,657,599
Convertible Notes, net (1)
715,881
 761,440
(1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums.

Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Item 8. Financial Statements and Supplemental Data
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets of Spirit Realty Capital, Inc. as of December 31, 2017 and 2016
Consolidated Statements of Operations of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Stockholders' Equity of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Balance Sheets of Spirit Realty, L.P. as of December 31, 2017 and 2016
Consolidated Statements of Operations of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Partners' Capital of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Spirit Realty Capital, Inc.’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Spirit Realty Capital, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2017 consolidated financial statements of the Company and our report dated February 22, 2018 expressed an unqualified opinion thereon.
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 consolidated balance sheets.Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We 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.
UseWe conducted our audit in accordance with the standards of Estimatesthe 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.
TheOur 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/ Ernst & Young LLP
Dallas, Texas
February 22, 2018

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Spirit Realty Capital, Inc. (the Company) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with GAAP requires managementU.S. generally accepted accounting principles.
We also have 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, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company‘s management. Our responsibility is to make estimatesexpress an opinion on the Company‘s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and assumptionsare required to be independent with respect to the Company in accordance with the US 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 affectwe plan and perform the reported amountsaudit to obtain reasonable assurance about whether the financial statements are free of assets and liabilities atmaterial misstatement, whether due to error or fraud. Our audits included performing procedures to assess the daterisks 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/ Ernst & Young LLP
We have served as the Company’s auditor since 2003.
Dallas, Texas
February 22, 2018


Report of Independent Registered Public Accounting Firm
To the Partners of Spirit Realty, L.P. and the reportedBoard of Directors of
Spirit Realty Capital, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Spirit Realty, L.P. (the Operating Partnership) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, partners’ capital and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
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 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. 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 revenuesthe financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Operating Partnership’s auditor since 2016.
Dallas, Texas
February 22, 2018






SPIRIT REALTY CAPITAL, INC.
Consolidated Balance Sheets
(In Thousands, Except Share and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.Per Share Data)

 December 31,
2017
 December 31,
2016
Assets


Investments:


Real estate investments:


Land and improvements$2,588,930

$2,704,010
Buildings and improvements4,692,377

4,775,221
Total real estate investments7,281,307

7,479,231
Less: accumulated depreciation(1,075,643)
(940,005)

6,205,664

6,539,226
Loans receivable, net79,967

66,578
Intangible lease assets, net409,903

470,276
Real estate assets under direct financing leases, net24,865

36,005
Real estate assets held for sale, net48,929

160,570
Net investments6,769,328

7,272,655
Cash and cash equivalents8,798

10,059
Deferred costs and other assets, net231,045

140,917
Goodwill254,340

254,340
Total assets$7,263,511

$7,677,971




Liabilities and stockholders’ equity


Liabilities:


Revolving Credit Facility$112,000

$86,000
Term Loan, net

418,471
Senior Unsecured Notes, net295,321
 295,112
Mortgages and notes payable, net2,516,478

2,162,403
Convertible Notes, net715,881

702,642
Total debt, net3,639,680

3,664,628
Intangible lease liabilities, net155,303

182,320
Accounts payable, accrued expenses and other liabilities148,919

148,915
Total liabilities3,943,902

3,995,863
Commitments and contingencies (see Note 8)




Stockholders’ equity:


Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares and no shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively, liquidation preference of $25.00 per share166,193
 
Common stock, $0.01 par value, 750,000,000 shares authorized: 448,868,269 shares and 483,624,120 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively4,489

4,836
Capital in excess of common stock par value5,193,631

5,177,086
Accumulated deficit(2,044,704)
(1,499,814)
Total stockholders’ equity3,319,609

3,682,108
Total liabilities and stockholders’ equity$7,263,511

$7,677,971
See accompanying notes.

SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Data)



  Years Ended December 31,
  2017 2016 2015
Revenues:      
Rentals $639,017
 $648,363
 $634,151
Interest income on loans receivable 3,791
 5,253
 6,948
Earned income from direct financing leases 2,078
 2,742
 3,024
Tenant reimbursement income 16,747
 14,125
 15,952
Other income 7,322
 15,491
 7,260
Total revenues 668,955
 685,974
 667,335
Expenses:      
General and administrative 62,064
 52,615
 47,730
Restructuring charges 
 6,341
 7,056
Transaction costs 6,361
 
 
Property costs (including reimbursable) 36,617
 30,839
 27,715
Real estate acquisition costs 1,356
 3,229
 2,739
Interest 190,127
 196,586
 222,901
Depreciation and amortization 256,019
 262,276
 260,633
Impairments 102,330
 88,275
 70,695
Total expenses 654,874
 640,161
 639,469
Income from continuing operations before other (expense) income and income tax expense 14,081
 45,813
 27,866
Other (expense) income:      
(Loss) gain on debt extinguishment (1,645) 233
 (3,162)
Total other (expense) income (1,645) 233
 (3,162)
Income from continuing operations before income tax expense 12,436
 46,046
 24,704
Income tax expense (394) (965) (601)
Income from continuing operations 12,042
 45,081
 24,103
Discontinued operations:      
Income from discontinued operations 
 
 98
Gain on disposition of assets 
 
 590
Income from discontinued operations 
 
 688
Income before gain on disposition of assets 12,042
 45,081
 24,791
Gain on disposition of assets 65,106
 52,365
 68,421
Net Income 77,148
 97,446
 93,212
Dividends paid to preferred stockholders (2,530) 
 
Net income attributable to common stockholders $74,618
 $97,446
 $93,212
       
Net income per share attributable to common stockholders—basic $0.16
 $0.21
 $0.21
       
Net income per share attributable to common stockholders—diluted $0.16
 $0.21
 $0.21
Weighted average shares of common stock outstanding:      
Basic 467,934,945
 469,217,776
 432,222,953
Diluted 467,942,788
 469,246,265
 432,545,625
See accompanying notes.

SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Comprehensive Income
(In Thousands)

 Years Ended December 31,
 2017 2016 2015
Net income attributable to common stockholders$74,618
 $97,446
 $93,212
Other comprehensive income:     
Change in net unrealized losses on cash flow hedges
 (1,137) (1,190)
Net cash flow hedge losses reclassified to operations
 2,165
 1,245
Total comprehensive income$74,618
 $98,474
 $93,267
See accompanying notes.


SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Stockholders’ Equity
(In Thousands, Except Share Data)

  Preferred Stock Common Stock 
Accumulated
Deficit
   
Total
Stockholders’
Equity
  Shares Par 
Value and Capital in Excess of Par Value
 Shares Par 
Value
 
Capital in
Excess of
Par Value
  AOCL 
Balances, December 31, 2014 
 $
 411,350,440
 $4,113
 $4,361,320
 $(1,052,688) $(1,083) $3,311,662
Net income 
 
 
 
 
 93,212
 
 93,212
Other comprehensive income 
 
 
 
 
 
 55
 55
Dividends declared on common stock 
 
 
 
 
 (298,531) 
 (298,531)
Tax withholdings related to net stock settlements 
 
 (426,158) (4) 
 (4,268) 
 (4,272)
Issuance of shares of common stock, net 
 
 29,610,100
 296
 346,915
 
 
 347,211
Exercise of stock options 
 
 5,000
 
 46
 
 
 46
Stock-based compensation, net 
 
 1,280,582
 13
 13,042
 (564) 
 12,491
Balances, December 31, 2015 
 $
 441,819,964
 $4,418
 $4,721,323
 $(1,262,839) $(1,028) $3,461,874
Net income 
 
 
 
 
 97,446
 
 97,446
Other comprehensive income 
 
 
 
 
 
 1,028
 1,028
Dividends declared on common stock 
 
 
 
 
 (333,180) 
 (333,180)
Tax withholdings related to net stock settlements 
 
 (72,835) (1) 
 (752) 
 (753)
Issuance of shares of common stock, net 
 
 40,835,360
 408
 446,205
 
 
 446,613
Stock-based compensation, net 
 
 1,041,631
 11
 9,558
 (489) 
 9,080
Balances, December 31, 2016 
 $
 483,624,120
 $4,836
 $5,177,086
 $(1,499,814) $
 $3,682,108
Net income 
 
 
 
 
 77,148
 
 77,148
Dividends declared on preferred stock 
 
 
 
 
 (2,530) 
 (2,530)
Net income available to common stockholders 
 
 
 
 
 74,618
 
 74,618
Issuance of preferred stock 6,900,000
 166,193
 
 
 
 
 
 166,193
Dividends declared on common stock 
 
 
 
 
 (332,402) 
 (332,402)
Tax withholdings related to net stock settlements 
 
 (440,312) (4) 
 (3,538) 
 (3,542)
Repurchase of common shares 
 
 (35,839,965) (358) 
 (282,731) 
 (283,089)
Stock-based compensation, net 
 
 1,524,426
 15
 16,545
 (837) 
 15,723
Balances, December 31, 2017 6,900,000
 $166,193
 448,868,269
 $4,489
 $5,193,631
 $(2,044,704) $
 $3,319,609
See accompanying notes.
SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Cash Flows
(In Thousands)


  Years Ended December 31,
  2017 2016 2015
Operating activities      
Net Income $77,148
 $97,446
 $93,212
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 256,019
 262,276
 260,633
Impairments 102,330
 88,275
 70,729
Amortization of deferred financing costs 9,896
 9,070
 7,937
Payments to terminate interest rate swap 
 (1,724) 
Derivative net settlements, amortization and terminations 
 1,811
 (132)
Amortization of debt discounts 13,572
 6,217
 2,322
Stock-based compensation expense 16,560
 9,570
 13,321
Loss (gain) on debt extinguishment 1,645
 (233) 3,162
Debt extinguishment costs (3,305) (26,219) (8,112)
Gains on dispositions of real estate and other assets (65,106) (52,365) (69,011)
Non-cash revenue (28,439) (26,333) (20,930)
Bad debt expense and other 5,913
 (594) 151
Changes in operating assets and liabilities:      
Deferred costs and other assets, net (1,418) (6,561) (604)
Accounts payable, accrued expenses and other liabilities 1,578
 6,308
 13,382
Accrued restructuring charges 
 (5,535) 5,926
Net cash provided by operating activities 386,393
 361,409
 371,986
Investing activities      
Acquisitions of real estate (279,934) (655,835) (875,983)
Capitalized real estate expenditures (46,100) (27,078) (10,269)
Investments in loans receivable (4,995) (5,073) (4,020)
Collections of principal on loans receivable and real estate assets under direct financing leases 12,769
 8,410
 6,822
Proceeds from dispositions of real estate and other assets 472,496
 524,776
 496,646
Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges 
 39,869
 (39,869)
Transfers of net sales proceeds (to) from Master Trust Release (71,294) (2,320) 40,977
Net cash provided by (used in) investing activities 82,942
 (117,251) (385,696)
SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Cash Flows
(In Thousands)


  Years Ended December 31,
  2017 2016 2015
Financing activities      
Borrowings under Revolving Credit Facilities 940,200
 1,080,000
 798,000
Repayments under Revolving Credit Facilities (914,200) (994,000) (813,181)
Borrowings under mortgages and notes payable 618,603
 
 
Repayments under mortgages and notes payable (221,310) (863,836) (512,486)
Borrowings under Term Loan 
 796,000
 325,000
Repayments under Term Loan (420,000) (701,000) 
Borrowings under Senior Unsecured Notes 
 298,134
 
Deferred financing costs (8,255) (4,352) (6,150)
Proceeds from issuance of common stock, net of offering costs 
 446,613
 347,211
Proceeds from issuance of preferred stock, net of offering costs 166,193
 
 
Repurchase of shares of common stock (286,631) (753) (4,272)
Proceeds from exercise of stock options 
 
 46
Preferred stock dividends paid (2,530) 
 
Common stock dividends paid (339,174) (323,640) (292,262)
Transfers (from) to reserve/escrow deposits with lenders, net (3,492) 10,945
 17,413
Net cash used in financing activities (470,596) (255,889) (140,681)
Net decrease in cash and cash equivalents (1,261) (11,731) (154,391)
Cash and cash equivalents, beginning of year 10,059
 21,790
 176,181
Cash and cash equivalents, end of year $8,798
 $10,059
 $21,790
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Balance Sheets
(In Thousands, Except Unit and Per Unit Data)

 December 31,
2017
 December 31,
2016
Assets   
Investments:   
Real estate investments:   
Land and improvements$2,588,930
 $2,704,010
Buildings and improvements4,692,377
 4,775,221
Total real estate investments7,281,307
 7,479,231
Less: accumulated depreciation(1,075,643) (940,005)
 6,205,664
 6,539,226
Loans receivable, net79,967
 66,578
Intangible lease assets, net409,903
 470,276
Real estate assets under direct financing leases, net24,865
 36,005
Real estate assets held for sale, net48,929
 160,570
Net investments6,769,328
 7,272,655
Cash and cash equivalents8,798
 10,059
Deferred costs and other assets, net231,045
 140,917
Goodwill254,340
 254,340
Total assets$7,263,511
 $7,677,971
Liabilities and stockholders’ equity   
Liabilities:   
Revolving Credit Facility$112,000
 $86,000
Term Loan, net
 418,471
Senior Unsecured Notes, net295,321
 295,112
Mortgages and notes payable, net2,516,478
 2,162,403
Notes payable to Spirit Realty Capital, Inc., net715,881
 702,642
Total debt, net3,639,680
 3,664,628
Intangible lease liabilities, net155,303
 182,320
Accounts payable, accrued expenses and other liabilities148,919
 148,915
Total liabilities3,943,902
 3,995,863
Commitments and contingencies (see Note 8)

 

Partners' Capital   
Partnership units   
General partner's common capital, 3,988,218 units issued and outstanding as of both December 31, 2017 and December 31, 201624,426
 26,586
Limited partners' preferred capital: 6,900,000 and no units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively166,193
 
Limited partners' common capital, 444,880,051 and 479,635,902 units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively3,128,990
 3,655,522
Total partners' capital3,319,609
 3,682,108
Total liabilities and partners' capital$7,263,511
 $7,677,971
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Operations
(In Thousands, Except Unit and Per Unit Data)
  Years Ended December 31,
  2017 2016 2015
Revenues:      
Rentals $639,017
 $648,363
 $634,151
Interest income on loans receivable 3,791
 5,253
 6,948
Earned income from direct financing leases 2,078
 2,742
 3,024
Tenant reimbursement income 16,747
 14,125
 15,952
Other income 7,322
 15,491
 7,260
Total revenues 668,955
 685,974
 667,335
Expenses:      
General and administrative 62,064
 52,615
 47,730
Restructuring charges 
 6,341
 7,056
Transaction costs 6,361
 
 
Property costs (including reimbursable) 36,617
 30,839
 27,715
Real estate acquisition costs 1,356
 3,229
 2,739
Interest 190,127
 196,586
 222,901
Depreciation and amortization 256,019
 262,276
 260,633
Impairments 102,330
 88,275
 70,695
Total expenses 654,874
 640,161
 639,469
Income from continuing operations before other (expense) income and income tax expense 14,081
 45,813
 27,866
Other (expense) income:      
(Loss) gain on debt extinguishment (1,645) 233
 (3,162)
Total other (expense) income (1,645) 233
 (3,162)
Income from continuing operations before income tax expense 12,436
 46,046
 24,704
Income tax expense (394) (965) (601)
Income from continuing operations 12,042
 45,081
 24,103
Discontinued operations:      
Income from discontinued operations 
 
 98
Gain on disposition of assets 
 
 590
Income from discontinued operations 
 
 688
Income before gain on disposition of assets 12,042
 45,081
 24,791
Gain on disposition of assets 65,106
 52,365
 68,421
Net income $77,148
 $97,446
 $93,212
Preferred distributions (2,530) 
 
Net income after preferred distributions 74,618
 97,446
 93,212
       
Net income attributable to general partners 657
 825
 855
Net income attributable to limited partners 76,491
 96,621
 92,357
       
Net income per common partnership unit - basic $0.16
 $0.21
 $0.21
       
Net income per common partnership unit —diluted $0.16
 $0.21
 $0.21
Weighted average common partnership units outstanding:      
Basic 467,934,945
 469,217,776
 432,222,953
Diluted 467,942,788
 469,246,265
 432,545,625
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Comprehensive Income
(In Thousands)

 Years Ended December 31,
 2017 2016 2015
Net income$77,148
 $97,446
 $93,212
Other comprehensive income:     
Change in net unrealized losses on cash flow hedges
 (1,137) (1,190)
Net cash flow hedge losses reclassified to operations
 2,165
 1,245
Total comprehensive income$77,148
 $98,474
 $93,267
See accompanying notes.


SPIRIT REALTY, L.P.
Consolidated Statements of Partners' Capital
(In Thousands, Except Unit Data)
 Preferred Units Common Units Total Partnership Capital
  
Limited Partners' Capital (2)
 
General Partner's Capital (1)
 
Limited Partners' Capital (2)
 
  Units Amount Units Amount Units Amount 
Balances, December 31, 2014 
 $
 3,988,218
 $30,456
 407,362,222
 $3,281,206
 $3,311,662
Net income 
 
 
 855
 
 92,357
 93,212
Other comprehensive income 
 
 
 1
 
 54
 55
Partnership distributions declared 
 
 
 (2,738) 
 (295,793) (298,531)
Tax withholdings related to net settlement of partnership units 
 
 
 
 (426,158) (4,272) (4,272)
Issuance of partnership units, net 
 
 
 
 29,610,100
 347,211
 347,211
Exercise of partnership units 
 
 
 
 5,000
 46
 46
Stock-based compensation, net 
 
 
 
 1,280,582
 12,491
 12,491
Balances, December 31, 2015 
 $
 3,988,218
 $28,574
 437,831,746
 $3,433,300
 $3,461,874
Net income 
 
 
 825
 
 96,621
 97,446
Other comprehensive income 
 
 
 9
 
 1,019
 1,028
Partnership distributions declared 
 
 
 (2,822) 
 (330,358) (333,180)
Tax withholdings related to net settlement of partnership units 
 
 
 
 (72,835) (753) (753)
Issuance of partnership units, net 
 
 
 
 40,835,360
 446,613
 446,613
Stock-based compensation, net 
 
 
 
 1,041,631
 9,080
 9,080
Balances, December 31, 2016 
 $
 3,988,218
 $26,586
 479,635,902
 $3,655,522
 $3,682,108
Net income 
 
 
 $657
 
 $76,491
 $77,148
Partnership distributions declared on preferred units 
 
 
 
 
 (2,530) (2,530)
Net income after preferred distributions   
   657
 
 73,961
 74,618
Issuance of preferred partnership units 6,900,000
 166,193
 
 
 
 
 166,193
Partnership distributions declared on common units 
 
 
 (2,817) 
 (329,585) (332,402)
Tax withholdings related to net partnership unit settlements 
 
 
 
 (440,312) (3,542) (3,542)
Repurchase of partnership units 
 
 
 
 (35,839,965) (283,089) (283,089)
Stock-based compensation 
 
 
 
 1,524,426
 15,723
 15,723
Balances, December 31, 2017 6,900,000
 $166,193
 3,988,218
 $24,426
 444,880,051
 $3,128,990
 $3,319,609
(1) Consists of general partnership interests held by Spirit General OP Holdings, LLC.
(2) Consists of limited partnership interests held by Spirit Realty Capital, Inc. and Spirit Notes Partner, LLC.
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Cash Flows
(In Thousands)

 Years Ended December 31,
 2017 2016 2015
Operating activities     
Net Income$77,148
 $97,446
 $93,212
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization256,019
 262,276
 260,633
Impairments102,330
 88,275
 70,729
Amortization of deferred financing costs9,896
 9,070
 7,937
Payments to terminate interest rate swap
 (1,724) 
Derivative net settlements, amortization and terminations
 1,811
 (132)
Amortization of debt discounts13,572
 6,217
 2,322
Stock-based compensation expense16,560
 9,570
 13,321
Loss (gain) on debt extinguishment1,645
 (233) 3,162
Debt extinguishment costs(3,305) (26,219) (8,112)
Gains on dispositions of real estate and other assets(65,106) (52,365) (69,011)
Non-cash revenue(28,439) (26,333) (20,930)
Bad debt expense and other5,913
 (594) 151
Changes in operating assets and liabilities:     
Deferred costs and other assets, net(1,418) (6,561) (604)
Accounts payable, accrued expenses and other liabilities1,578
 6,308
 13,382
Accrued restructuring charges
 (5,535) 5,926
Net cash provided by operating activities386,393
 361,409
 371,986
Investing activities     
Acquisitions of real estate(279,934) (655,835) (875,983)
Capitalized real estate expenditures(46,100) (27,078) (10,269)
Investments in loans receivable(4,995) (5,073) (4,020)
Collections of principal on loans receivable and real estate assets under direct financing leases12,769
 8,410
 6,822
Proceeds from dispositions of real estate and other assets472,496
 524,776
 496,646
Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges
 39,869
 (39,869)
Transfers of net sales proceeds (to) from Master Trust Release(71,294) (2,320) 40,977
Net cash provided by (used in) investing activities82,942
 (117,251) (385,696)

 Years Ended December 31,
 2017 2016 2015
Financing activities

 

 

Borrowings under Revolving Credit Facilities940,200
 1,080,000
 798,000
Repayments under Revolving Credit Facilities(914,200) (994,000) (813,181)
Borrowings under mortgages and notes payable618,603
 
 
Repayments under mortgages and notes payable(221,310) (863,836) (512,486)
Borrowings under Term Loan
 796,000
 325,000
Repayments under Term Loan(420,000) (701,000) 
Borrowings under Senior Unsecured Notes
 298,134
 
Deferred financing costs(8,255) (4,352) (6,150)
Proceeds from issuance of common stock, net of offering costs
 446,613
 347,211
Proceeds from issuance of preferred stock, net of offering costs166,193
 
 
Repurchase of partnership units(286,631) (753) (4,272)
Proceeds from exercise of partnership units
 
 46
Preferred distributions paid(2,530) 
 
Common distributions paid(339,174) (323,640) (292,262)
Transfers (from) to reserve/escrow deposits with lenders, net(3,492) 10,945
 17,413
Net cash used in financing activities(470,596) (255,889) (140,681)
Net decrease in cash and cash equivalents(1,261) (11,731) (154,391)
Cash and cash equivalents, beginning of year10,059
 21,790
 176,181
Cash and cash equivalents, end of year$8,798
 $10,059
 $21,790


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 20162017

Segment Reporting
Note 1. Organization
Organization and Operations
Spirit Realty Capital, Inc. (the "Corporation" or, with its consolidated subsidiaries, the "Company") operates as a self-administered and self-managed REIT that seeks to generate and deliver sustainable and attractive returns for stockholders by investing primarily in and managing a portfolio of single-tenant, operationally essential real estate throughout the U.S. that is generally leased on a long-term, triple-net basis to tenants operating within predominantly retail, but also office and industrial property types. Single tenant, operationally essential real estate generally refers to free-standing, commercial real estate facilities where tenants conduct activities that are essential to the generation of their sales and profits.The Company began operations through a predecessor legal entity in 2003.
The Company viewsCompany’s operations are generally carried out through Spirit Realty, L.P. (the "Operating Partnership") and its operations assubsidiaries. Spirit General OP Holdings, LLC ("OP Holdings"), one segment, which consists of net leasing operations. The Company has no other reportable segments.
Real Estate Investments
Carrying Value of Real Estate Investments
The Company’s real estate properties are recorded at cost and depreciated using the straight-line method over the estimated remaining useful lives of the properties, which generally range from 20 to 50 years for buildingsCorporation's wholly-owned subsidiaries, is the sole general partner and improvementsowns approximately 1% of the Operating Partnership. The Corporation and from 5 to 20 years for land improvements. Portfolio assets classified as “held for sale”a wholly-owned subsidiary ("Spirit Notes Partner, LLC") are not depreciated. Properties classified as “held for sale” are recorded at the loweronly limited partners and together own the remaining 99% of their carrying value or their fair value, less anticipated selling costs.the Operating Partnership.
Purchase Accounting and Acquisition of Real Estate
When acquiring a property for investment purposes,On August 3, 2017, the Company allocates the purchase price (including acquisition and closing costs) to land, building, improvements, and equipment based on their relative fair values. For properties acquired with in-place leases, the Company allocates the purchase priceannounced a proposed Spin-Off of real estate to the tangible and intangible assets and liabilities acquired based on their estimated fair values, and acquisition costs are expensed as incurred. In making estimates of fair values for this purpose, the Company uses a number of sources, including independent appraisals and information obtained about each property as a resultalmost all of its pre-acquisition due diligenceinterests in properties leased to Shopko, assets that collateralize Master Trust 2014 and its marketing and leasing activities.
Lease Intangibles
Lease intangibles, if any, acquired in conjunctionother additional assets into an independent, publicly traded REIT, Spirit MTA REIT, or SMTA. Transaction costs associated with the purchase of real estate representspin off for the value of in-place leasesyear ended December 31, 2017 totaled $6.4 million, and above or below-market leases. For real estate acquired subject to existing lease agreements, in-place lease intangibles are valued basedincluded within transaction costs on the Company’s estimate of costs related to acquiring a tenant and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease.
In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below market lease intangibles are amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if the Company believes it is likely the tenant will exercise the renewal option. Should a lease terminate early, the unamortized portion of any related lease intangible is immediately recognized in impairment loss in the Company’saccompanying consolidated statements of operations.
Investment in Direct Financing Leases
For real estate property leases classified as direct financing leases, the building portionNote 2. Summary of the lease is accounted for as a direct financing lease, while the land portion is accounted for as operating leases when certain criteria are met. For direct financing leases, the Company records an asset which represents the net investment that is determined by using the aggregate of the total amount of future minimum lease payments, the estimated residual value of the leased property and deferred incremental direct costs less unearned income. Income is recognized over the life of the lease to approximate a level rate of return on the net investment. Residual values, which are reviewed quarterly, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased property. Actual residual values realized could differ from these estimates. The Company evaluates the collectability of future minimum lease payments on each direct financing lease primarily through the evaluation of payment history and the underlying creditworthiness of the tenant. There were no amounts past due as of December 31, 2016 and 2015. The Company’s direct financing leases are evaluated individually for the purpose of determining if an allowance is needed.Significant Accounting Policies

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

Any write-down of an estimated residual value is recognized as an impairment loss in the current period and earned income adjusted prospectively. The Company's direct financing leases were acquired in connection with the Merger. There were no impairment losses on direct financing lease during the year ended December 31, 2016. There were $4.8 million in impairment losses related to two direct financing leases during the year ended December 31, 2015. There were no impairment losses or allowances recorded related to direct financing leases during the year ended December 31, 2014.
Goodwill
Goodwill arises from business combinations and represents the excess of the cost of an acquired entity over the net fair value amounts that were assigned to the identifiable assets acquired and the liabilities assumed. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company did not record any impairment on its existing goodwill for the years ended December 31, 2016, 2015 and 2014.
When the Company classifies a real estate asset that constitutes a business under GAAP as held for sale, the proportionate amount of goodwill attributable to the real estate asset should be considered in determining the amount of impairment, if any. The portion of goodwill attributed is derived from the proportionate fair value of the real estate asset considered to be a business to the fair value of the Company’s reporting unit. Goodwill of $6.5 million and $2.0 million relates to real estate assets held for sale as of December 31, 2016 and 2015, respectively.
When the Company disposes of a real estate asset that constitutes a business under GAAP, a portion of goodwill is allocated to the carrying value of the real estate asset considered to be a business to determine the gain/loss on the disposal. The portion of goodwill allocated is derived from the proportionate fair value of the business to the fair value of the Company’s reporting unit. Goodwill related to real estate assets not previously classified as held for sale of $6.3 million, $12.7 million and $2.3 million, was written off during the years ended December 31, 2016, 2015 and 2014, respectively.
The following table presents a reconciliation of the Company’s goodwill from January 1, 2014 to December 31, 2016 (in thousands):
 Consolidated
Balance as of December 31, 2013288,128
Goodwill allocated to disposition of real estate assets(2,280)
Balance as of December 31, 2014285,848
Goodwill allocated to disposition of real estate assets(21,498)
Balance as of December 31, 2015264,350
Goodwill allocated to disposition of real estate assets(10,010)
Balance as of December 31, 2016$254,340
Impairment
The Company reviews its real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers factors such as expected future undiscounted cash flows, estimated residual value, market trends (such as the effects of leasing demand and competition) and other factors in making this assessment. An asset is considered impaired if its carrying value exceeds its estimated undiscounted cash flows and the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows and fair values are highly subjective and such estimates could differ materially from actual results. Key assumptions used in estimating future cash flows and fair values include, but are not limited to, revenue growth rates, interest rates, discount rates, capitalization rates, lease renewal probabilities, tenant vacancy rates and other factors.



SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

Revenue Recognition
The Company primarily leases real estate to its tenants under long-term, triple-net leases that are classified as operating leases. Lease origination fees are deferred and amortized over the related lease term as an adjustment to rental revenue. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Under certain leases, tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recorded on a gross basis, as the Company is generally the primary obligor with respect to purchasing goods and services from third-party suppliers.Tenant receivables are carried net of the allowances for uncollectible amounts.
The Company’s leases generally provide for rent escalations throughout the lease terms. For leases that provide for specific contractual escalations, rental revenue is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accordingly, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight-line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the initial term of the leases. The accrued rental revenue representing this straight-line adjustment is subject to an evaluation for collectability, and the Company records a provision for losses against rental revenues if collectability of these future rents is not reasonably assured. Leases that have contingent rent escalators indexed to future increases in the CPI may adjust over a one-year period or over multiple-year periods. Generally, these escalators increase rent at the lesser of (a) 1 to 1.25 times the increase in the CPI over a specified period or (b) a fixed percentage. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have occurred.
Some of the Company’s leases also provide for contingent rent based on a percentage of the tenant’s gross sales. For contingent rentals that are based on a percentage of the tenant’s gross sales, the Company recognizes contingent rental revenue when the change in the factor on which the contingent lease payment is based actually occurs.
The Company suspends revenue recognition if the collectability of amounts due pursuant to a lease is not reasonably assured or if the tenant’s monthly lease payments become more than 60 days past due, whichever is earlier.
Lease termination fees are included in other income on the Company’s consolidated statements of operations and are recognized when there is a signed termination agreement and all of the conditions of the agreement have been met. The Company recorded lease termination fees of $7.3 million, $5.8 million and $3.4 million during the years ended December 31, 2016, 2015 and 2014, respectively.
Allowance for Doubtful Accounts
We review our rent receivables for collectability on a regular basis, taking into consideration factors such as 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. If the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a write-off of the specific receivable will be made. Uncollected accounts receivable are written off against the allowance when all possible means of collection have been exhausted. For deferred rental revenues related to the straight-line method of reporting rental revenue, we establish a provision for losses based on our estimate of uncollectible receivables and our assessment of the risks inherent in our portfolio, giving consideration to historical experience and industry default rates for long-term receivables.
INCOME TAXES
REIT Status
We elected to be taxed as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2005. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT commencing with such taxable year, and we intend to continue operating in such a manner. To maintain our REIT status, we are required to annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided that we qualify for taxation as a REIT, we are generally not subject to corporate level federal income tax on the earnings distributed to our stockholders that we derive from our REIT qualifying activities. We are still subject to state and local income and franchise taxes and to federal income and excise tax on our undistributed income. If we fail to qualify as a REIT in any taxable year and are unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to federal income tax at regular corporate rates, including any applicable alternative minimum tax. Unless entitled to relief under specific statutory provisions, we would be ineligible to elect to be treated as a REIT for the four taxable years following the year for which we lose our qualification. It is not possible to state whether in all circumstances we would be entitled to this statutory relief.
TRS
We have elected, together with certain of our subsidiaries, to treat such subsidiaries as our TRS for federal income tax purposes. A taxable REIT subsidiary generally may provide both customary and non-customary services to tenants of its parent REIT and engage in other activities that the parent REIT may not engage in directly without adversely affecting its qualification as a REIT. Currently, our TRS do not provide any services to our tenants or conduct other material activities. However, one or more TRS of ours may in the future provide services to certain of our tenants. We may form additional taxable REIT subsidiaries in the future and we may contribute some or all of our interests in certain wholly-owned subsidiaries or their assets to a TRS of ours. Any income earned by our TRS will not be included in our taxable income for purposes of the 75% or 95% gross income tests, except to the extent such income is distributed to us as a dividend, in which case such dividend income will qualify under the 95%, but not the 75%, gross income test. Because a taxable REIT subsidiary is subject to federal income tax and state and local income tax (where applicable), as a regular C corporation, the income earned by our TRS generally will be subject to an additional level of tax as compared to the income earned by our other subsidiaries. Historically, we have not actively pursued or engaged in material activities that would require the use of our TRS.
SHARE-BASED COMPENSATION
Awards granted under our Amended Incentive Award Plan may require service-based vesting over a period of years subsequent to the grant date and resulting equity-based compensation expense, measured at the fair value of the award on the date of grant, will be recognized as an expense in our consolidated financial statements over the vesting period. Grant date fair value is estimated using the Monte Carlo simulation model, which incorporates stock price correlation, projected dividend yields and other variables over the time horizons matching the performance periods.

Results of Operations
Comparison of the Years Ended December 31, 2017 and 2016
The following discussion includes the results of our continuing operations as summarized in the table below:
 Years Ended December 31,
(In Thousands)2017 2016  Change  % Change
Revenues:       
Rentals$639,017
 $648,363
 $(9,346) (1.4)%
Interest income on loans receivable3,791
 5,253
 (1,462) (27.8)%
Earned income from direct financing leases2,078
 2,742
 (664) (24.2)%
Tenant reimbursement income16,747
 14,125
 2,622
 18.6 %
Other income7,322
 15,491
 (8,169) (52.7)%
Total revenues668,955
 685,974
 (17,019) (2.5)%
Expenses:       
General and administrative62,064
 52,615
 9,449
 18.0 %
Restructuring charges
 6,341
 (6,341) (100.0)%
Transaction costs6,361
 
 6,361
 100.0 %
Property costs (including reimbursable)36,617
 30,839
 5,778
 18.7 %
Real estate acquisition costs1,356
 3,229
 (1,873) (58.0)%
Interest190,127
 196,586
 (6,459) (3.3)%
Depreciation and amortization256,019
 262,276
 (6,257) (2.4)%
Impairment102,330
 88,275
 14,055
 15.9 %
Total expenses654,874
 640,161
 14,713
 2.3 %
Income from continuing operations before other (expense) income and income tax expense14,081
 45,813
 (31,732) (69.3)%
Other (expense) income:       
(Loss) gain on debt extinguishment(1,645) 233
 (1,878) NM
Total other (expense) income(1,645) 233
 (1,878) NM
Income from continuing operations before income tax expense12,436
 46,046
 (33,610) (73.0)%
Income tax expense(394) (965) 571
 59.2 %
Income from continuing operations$12,042
 $45,081
 $(33,039) 73.3 %
        
Gain on disposition of assets$65,106
 $52,365
 $12,741
 24.3 %
NM - Percentages over 100% are not displayed.
REVENUES
Rentals
For the year ended December 31, 2017, approximately 95.5% of our total revenues were generated from long-term leases of our owned properties. Our contractual rental revenues between periods decreased by 0.9% as we were a moderate disposer of income producing real estate during the year ended December 31, 2017. We acquired 39 properties with a real estate investment value of $323.0 million during the year ended December 31, 2017. This increase was offset by the sale of 192 properties during the same period for gross sales of $551.2 million, of which 87 were income producing properties for gross sales of $397.5 million. Additionally, we had tenant credit losses in the first quarter of 2017, where the majority of the increase in our nonperforming properties were in the convenience store and movie theater industries.
During both the years ended December 31, 2017 and 2016, non-cash rentals were $30.6 million, representing approximately 4.8% and 4.7%, respectively, of total rental revenue from continuing operations.

Interest income on loans receivable
While financed properties increased from 74 at December 31, 2016 to 88 at December 31, 2017, resulting in an increase of 20.1% in the related mortgage loans receivable balances for the comparative period, interest income on loans receivable decreased as a result of a timing of the change in financed properties. We held 144 financed properties at the beginning of 2016, of which 66 were paid off in mid-2016. Additionally, all 16 properties financed in 2017 were originated in the last four months of 2017.
Tenant reimbursement income
We have a number of leases that require our tenants to reimburse us for certain property costs we incur. Tenant reimbursement income is driven by the tenant reimbursable property costs described below.
Other income
The year-over-year decrease in other income is primarily due to $5.5 million in fee income associated with the prepayment of certain mortgage loans for the year ended December 31, 2016, and no comparable transaction for the year ended December 31, 2017. Additionally, lease termination fees collected for the year ended December 31, 2017 were $5.0 million, compared to $7.3 million for the year ended December 31, 2016.
EXPENSES
General and administrative
The year-over-year increase in general and administrative expenses is primarily due to $11.1 million in severance related costs, comprised of $4.2 million of cash compensation and $6.9 million of non-cash compensation, recorded in the year ended December 31, 2017 following the departure of our chief executive officer and an increase of $4.3 million in bad debt expense recorded year-over-year. The change in bad debt expense increased primarily as a result of certain entertainment, sporting goods and restaurant - casual dining properties for which the straight-line rent has been determined to be uncollectible for the year ended December 31, 2017, offset by a decrease in bad debt expenses related to convenience store properties of $1.1 million year-over-year. Finally, the period-over-period increase in general and administrative expenses was partially offset by the $1.7 million loss recognized in the comparable prior period related to termination fees on an interest rate swap.
Property costs
The increase in property costs is primarily due to an increase in non-reimbursable property taxes on operating properties of $2.4 million and an increase in reimbursable property taxes of $3.1 million. The increase in non-reimbursable property taxes on operating properties resulted from an increase in tenant credit issues year-over-year. Tenant reimbursable property costs for the year ended December 31, 2017 were $21.4 million, an increase from $18.0 million in 2016.
Transaction costs
On August 3, 2017, we announced a proposed Spin-Off of almost all of our interests in our properties leased to Shopko, assets that collateralize Master Trust 2014 and other additional assets into an independent, publicly traded REIT. Transaction costs associated with the Spin-Off for the year ended December 31, 2017 totaled $6.4 million.
Interest
The decrease in interest expense is primarily due to the extinguishment of $238.5 million of mortgage debt with a weighted average interest rate of 5.5% during the year ended December 31, 2017. This was partially offset by an increase in interest due to increased average borrowings year-over-year under our Revolving Credit Facility and Term Loan, as well as interest on our Senior Unsecured Notes, which were issued in August 2016.

The following table summarizes our interest expense on related borrowings:
 Years Ended December 31,
(In Thousands)2017 2016
Interest expense – Revolving Credit Facilities (1)
$7,957
 $3,314
Interest expense – Term Loan9,793
 5,218
Interest expense – mortgages and notes payable111,049
 143,233
Interest expense – Convertible Notes24,509
 24,509
Interest expense – Unsecured Senior Notes13,351
 4,932
Non-cash interest expense:   
Amortization of deferred financing costs9,896
 9,070
Amortization of net losses related to interest rate swaps
 93
Amortization of debt discount/(premium), net13,572
 6,217
Total interest expense$190,127
 $196,586
(1) Includes non-utilization fees of approximately $2.1 million and $2.0 million for the years ended December 31, 2017 and 2016, respectively.
Depreciation and amortization
Depreciation and amortization expense relates primarily to depreciation on the commercial buildings and improvements we own and to amortization of the related lease intangibles. We were a net disposer during the year ended December 31, 2017 (based on depreciable real estate assets), which was the primary driver in the decrease year-over-year. During the year ended December 31, 2017, we acquired 39 properties with a depreciable basis of $323.0 million, while we sold 192 properties with a real estate investment value of $536.0 million. Our depreciable real estate balance was further reduced due to impairment charges recorded in 2017 on properties that remain in our portfolio. Finally, properties held for sale are no longer depreciated and there were more properties being held for sale this year than last year. The following table summarizes our depreciation and amortization expense:
 Years Ended December 31,
(In Thousands)2017 2016
Depreciation of real estate assets$212,112
 $215,443
Other depreciation563
 475
Amortization of lease intangibles43,344
 46,358
Total depreciation and amortization$256,019
 $262,276
Impairment
Impairment charges for the year ended December 31, 2017 were $102.3 million. These charges included $24.8 million on properties held for sale, including $15.0 million on vacant held for sale properties and $6.4 million on four education properties held for sale. $77.2 million of impairment was recorded on properties held and used, including $55.9 million on vacant properties held and used, $10.0 million on eight underperforming properties within the drug store/pharmacy and consumer electronics industries, and $4.2 million on an underperforming property within the general merchandise industry. $0.3 million of impairment charges related to unrecoverable amounts from mortgage loans receivable.
During the year ended December 31, 2016, we recorded impairment losses of $88.3 million. These charges included $23.1 million on 28 properties that were held for sale, including $10.6 million on vacant held for sale properties, and $28.2 million on vacant properties that were not classified as held for sale. The impairment losses also include $26.3 million on 9 underperforming properties within the restaurant-casual dining, movie theater, general merchandise, drug store/pharmacy and distribution industries. In addition, during the year ended December 31, 2016, lease intangible write-offs were primarily due to the $6.6 million write-off of below market rent intangible liabilities for one tenant in the restaurant-casual dining industry.
(Loss) gain on debt extinguishment
During the year ended December 31, 2017, we extinguished $238.5 million of mortgage debt and recognized a loss on debt extinguishment of $1.6 million. The loss was primarily attributable to the $1.6 million pre-payment premium

paid in conjunction with our voluntary pre-payment of the full outstanding balance of Master Trust 2014 Series 2014-1 Class A1 note of $43.1 million in November 2017. During the same period in 2016, we extinguished $883.0 million of mortgage debt and recognized a gain on debt extinguishment of $0.2 million. The gain was primarily attributable to the extinguishment of four defaulted mortgage loans upon sale of the properties collateralizing these loans to third parties, offset by losses from the prepayment and defeasance fees on 408 properties.
Gain on disposition of assets
During the year ended December 31, 2017, we disposed of 192 properties and recorded gains totaling $65.1 million. Included in these amounts are a $16.2 million gain on the sales of 12 Shopko properties, a $9.5 million gain on the sales of 29 restaurant - casual dining and quick service properties, a $8.9 million gain on the sales of six grocery properties, a $7.9 million gain on the sale of a distribution property, a $7.8 million gain on the sales of 11 drug store/pharmacy properties, and a $7.6 million gain on the sales of five building materials properties. These gains were partially offset by a $6.9 million loss on the sales of 105 vacant properties during the year ended December 31, 2017.
During 2016, we disposed of 213 properties and recorded gains totaling $52.4 million. Included in these amounts are a $12.7 million gain for the sales of 14 Shopko properties, a $10.3 million gain for the sale of one grocery property, a $9.8 million gain on the sale of 30 properties within the restaurant-quick service industry and a $8.8 million gain on the sale of 19 properties with the restaurant-casual dining industry.

Results of Operations
Comparison of the Years Ended December 31, 2016 and 2015
The following discussion includes the results of our continuing operations as summarized in the table below:
 Years Ended December 31,
(In Thousands)2016 2015  Change  % Change
Revenues:       
Rentals$648,363
 $634,151
 $14,212
 2.2 %
Interest income on loans receivable5,253
 6,948
 (1,695) (24.4)%
Earned income from direct financing leases2,742
 3,024
 (282) (9.3)%
Tenant reimbursement income14,125
 15,952
 (1,827) (11.5)%
Other income15,491
 7,260
 8,231
 NM
Total revenues685,974
 667,335
 18,639
 2.8 %
Expenses:       
General and administrative52,615
 47,730
 4,885
 10.2 %
Restructuring charges6,341
 7,056
 (715) (10.1)%
Property costs (including reimbursable)30,839
 27,715
 3,124
 11.3 %
Real estate acquisition costs3,229
 2,739
 490
 17.9 %
Interest196,586
 222,901
 (26,315) (11.8)%
Depreciation and amortization262,276
 260,633
 1,643
 0.6 %
Impairment88,275
 70,695
 17,580
 24.9 %
Total expenses640,161
 639,469
 692
 0.1 %
Income from continuing operations before other income (expense) and income tax expense45,813
 27,866
 17,947
 64.4 %
Other income (expense):       
Gain (loss) on debt extinguishment233
 (3,162) 3,395
 NM
Total other income (expense)233
 (3,162) 3,395
 NM
Income from continuing operations before income tax expense46,046
 24,704
 21,342
 NM
Income tax expense(965) (601) (364) (60.6)%
Income from continuing operations$45,081
 $24,103
 $20,978
 (87.0)%
        
Gain on disposition of assets$52,365
 $68,421
 $(16,056) 23.5 %
NM - Percentages over 100% are not displayed.
REVENUES
For the year ended December 31, 2016, approximately 94.9% of our total revenues were generated from long-term leases of our owned properties. The year-over-year increase of 2.8% in total revenue was due primarily to an increase in base rental revenue resulting from real estate acquisitions subsequent to December 31, 2015, as well as recognition of other non-tenant income income and lease termination fees, both of which are recorded in other income.
Rentals
The year-over-year increase in rental revenue was primarily attributable to the acquisition of 269 properties with a gross investment in real estate of $704.9 million during the year ended December 31, 2016. This increase was partially offset by the sale of 213 properties during the same period having a real estate investment value of $598.7 million. During the year ended December 31, 2016 and 2015, non-cash rentals were $30.6 million and $23.4 million, respectively, representing approximately 4.7% and 3.7% of total rental revenue from continuing operations, respectively. Contractual rent escalations subsequent to December 31, 2015 also contributed to the increase.

As of December 31, 2016, 98.2% of our owned properties were occupied (based on number of properties). The majority of our nonperforming properties were in the convenience store and restaurants-casual dining industries. As of December 31, 2016 and 2015, respectively, 46 and 36 of our properties were vacant and not generating rent, representing approximately 1.8% and 1.4% of our owned properties. Of the 46 vacant properties, 10 were held for sale as of December 31, 2016.
Tenant reimbursement income
We have a number of leases that require our tenants to reimburse us for certain property costs we incur. Tenant reimbursement income is driven by the tenant reimbursable property costs described below.
Other income
The year-over-year increase in other income is primarily due to $5.5 million in fee income associated with the prepayment of certain mortgage loans receivable and $7.2 million in lease termination fees received from Haggen and three other properties for the year ended December 31, 2016. Comparatively, for the year ended December 31, 2015, there was only $5.8 million in lease termination fees related to three tenants.
EXPENSES
General and administrative
The year-over-year increase in general and administrative expenses is primarily due to a $4.0 million increase in professional fees and office expenses, $2.0 million of bad debt expense recorded in relation to 34 convenience store properties for which the rent has been determined to be uncollectible and a $1.7 million charge for the termination of our interest rate swaps. Higher professional fees and office expenses include legal, consulting and temporary services attributable to our relocation to Dallas, Texas. These increases were partially offset by a decrease in compensation and related benefits of $3.9 million related to the forfeiture of previously recognized non-cash compensation following the departure of an executive officer in the current period.
Restructuring charges
During the quarter ended December 31, 2015, we made the strategic decision to relocate the Company's headquarters from Scottsdale, Arizona to Dallas, Texas. As a result, during the year ended December 31, 2015, the Company incurred $7.1 million of restructuring charges. Comprising the majority of this amount were estimated employee separation costs, which were based on the anticipated separation date of June 30, 2016 and recognized on the date the employee elected to separate in December 2015. Employee separation costs primarily consist of severance payments, retention bonuses and pro-rated 2016 annual bonuses. Costs associated with employees electing to relocate to Dallas were recognized as the liability was incurred. These costs include a transition bonus and reimbursements for certain relocation costs, including home sale costs, lease breakage penalties, moving costs and a miscellaneous allowance. Other restructuring charges, including placement fees and third-party consulting fees, were also recognized when incurred. As such, during the year ended December 31, 2016, we incurred $6.3 million in restructuring charges related to our relocation. Of this amount, $4.9 million related to professional fees, consulting services, employee severance costs, lease termination expense of our prior headquarters, while the balance was for employee relocation costs and other restructuring charges.
Property costs
For the year ended December 31, 2016, property costs were $30.8 million (including $14.1 million of tenant reimbursables) compared to $27.7 million (including $16.0 million of tenant reimbursables) for the same period in 2015. The increase was driven primarily by an increase in non-reimbursable property taxes on non-operating properties of $3.5 million, as well as increased costs to the Company due to the increased number of vacant properties.
Interest
Year-over-year decrease in interest expense is primarily due to the extinguishment of $883.0 million of mortgage debt with a weighted average interest rate of 6.01% during the year ended December 31, 2016. This decrease was partially offset by an increase in interest from our Term Loan, which was entered into during November 2015, and the issuance of our Senior Unsecured Notes in August 2016.

The following table summarizes our interest expense on related borrowings from continuing operations:
 Years Ended December 31,
(In Thousands)2016 2015
Interest expense – Revolving Credit Facilities (1)
$3,314
 $2,698
Interest expense – Term Loan5,218
 888
Interest expense – mortgages and notes payable143,233
 184,439
Interest expense – Convertible Notes24,509
 24,509
Interest expense – Unsecured Senior Notes4,932
 
Non-cash interest expense:   
Amortization of deferred financing costs9,070
 7,937
Amortization of net losses related to interest rate swaps93
 108
Amortization of debt discount/(premium), net6,217
 2,322
Total interest expense$196,586
 $222,901
(1) Includes non-utilization fees of approximately $2.0 million and $1.6 million for the years ended December 31, 2016 and 2015, respectively.
Depreciation and amortization
Depreciation and amortization expense relates primarily to depreciation on the commercial buildings and improvements we own and to amortization of the related lease intangibles. The year-over-year increase is primarily due to the acquisition of 269 properties, representing a gross investment in real estate of $704.9 million, during the year ended December 31, 2016. The increase was partially offset by dispositions of 213 properties during 2016 with a real estate investment value of $598.7 million. Our net acquisitions during the year were partially offset by a reduction in our real estate investment value due to impairment charges recorded in 2016 on properties that remain in our portfolio and a higher real estate value of properties held for sale compared to 2015. Properties held for sale are no longer depreciated.
The following table summarizes our depreciation and amortization expense from continuing operations:
 Years Ended December 31,
(In Thousands)2016 2015
Depreciation of real estate assets$215,443
 $210,395
Other depreciation475
 375
Amortization of lease intangibles46,358
 49,863
Total depreciation and amortization$262,276
 $260,633
Impairments
During the year ended December 31, 2016, we recorded impairment losses of $88.3 million. These charges included $23.1 million of impairment on 28 properties that were held for sale, including $10.6 million of impairment on vacant held for sale properties, and $28.2 million on vacant properties that were not classified as held for sale. The impairment losses also include $26.3 million on 9 underperforming properties within the restaurant-casual dining, movie theater, general merchandise, drug store/pharmacy and distribution industries. In addition, during the year ended December 31, 2016, lease intangible write-offs were primarily due to the $6.6 million write-off of below market rent intangible liabilities for one tenant in the restaurant-casual dining industry. During the year ended December 31, 2015, we incurred impairment losses of $55.4 million from 22 vacant or underperforming properties within the education, restaurant-casual dining and sporting goods industries. In addition, 29 properties held for sale during the period incurred impairment losses of $15.0 million. The balance of the impairment loss included an allowance for loan loss on an unsecured note.

The following summarizes our impairment loss from continuing operations:
 Years Ended December 31,
(In Thousands)2016 2015
Real estate and intangible asset impairment$80,390
 $68,531
Write-off of lease intangibles due to lease terminations, net7,683
 1,666
Loans receivable impairment176
 324
Total impairments from real estate investment net assets88,249
 70,521
Other impairment26
 174
Total impairment loss$88,275
 $70,695
Gain (loss) on debt extinguishment
During the year ended December 31, 2016, we extinguished $883.0 million of mortgage debt and recognized a gain on debt extinguishment of $0.2 million. The gain was primarily attributable to the extinguishment of four defaulted mortgage loans upon sale of the properties collateralizing these loans to third parties, offset by losses from the prepayment and defeasance fees on 408 properties. During the same period in 2015, we retired $536.6 million in high interest rate CMBS debt with a weighted average interest rate of 5.73%.
Gain on disposition of assets
During the year ended December 31, 2016, we disposed of 213 properties and recorded gains totaling $52.4 million from continuing operations. Included in these amounts are the sales of 14 Shopko properties for a $12.7 million gain, $10.3 million for the sale of one grocery property, a $9.8 million gain on the sale of 30 properties within the restaurant-quick service industry and a $8.8 million gain on the sale of 19 properties with the restaurant-casual dining industry. During 2015, we disposed of 110 properties and recorded gains totaling $68.4 million from continuing operations. These gains are primarily attributable to a $58.7 million gain from the sale of 34 Shopko properties. Additionally, we sold or disposed of 76 other properties, including 31 vacant properties and 5 multi-tenant properties.
Liquidity and Capital Resources
Short-term Liquidity and Capital Resources
On a short-term basis, our principal demands for funds will be for operating expenses, including financing of acquisitions, distributions to stockholders and interest and principal on current and any future debt financings. We expect to fund our operating expenses and other short-term liquidity requirements, capital expenditures, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs and cash distributions to common and preferred stockholders, primarily through cash provided by operating activities and borrowings under the Revolving Credit Facility and Term Loan. Our Revolving Credit Facility and Term Loan increase our capacity to fund acquisitions, while continuing to meet our short-term working capital requirements. As of December 31, 2017, $688.0 million of borrowing capacity was available under the Revolving Credit Facility and $420.0 million was available under the Term Loan.
In November, 2016, the Board of Directors approved a new $500.0 million ATM Program and the Company terminated it's existing program. As of December 31, 2017, no shares had been sold under the new ATM Program.
In February 2016, the Company's Board of Directors approved a stock repurchase program, which authorizes the Company to repurchase up to $200.0 million of its common stock. During the year ended December 31, 2017, 26,337,295 shares of the Company's outstanding common stock were repurchased in open market transactions under this stock repurchase program, at a weighted average price of $7.59 per share, equivalent to the full $200.0 million authorized. Fees associated with the share repurchase of $0.5 million are included in retained earnings.
In August, 2017, our Board of Directors approved a new stock repurchase program, which authorizes us to purchase up to $250.0 million of our common stock in the open market or through private transactions from time to time over the next 18 months. Purchase activity will be dependent on various factors, including our capital position, operating results, funds generated by asset sales, dividends that may be required by those sales, and investment options that may be available, including acquiring new properties or retiring debt. The stock repurchase program does not obligate us to repurchase any specific number of shares and may be suspended at any time at our discretion. We intend to fund any repurchases with the net proceeds from asset sales, cash flows from operations, existing cash on the balance

sheet and other sources. As of December 31, 2017, the Company had repurchased 9,502,670 shares of its outstanding common stock under this new stock repurchase program.
In October, 2017, the Company completed an underwritten public offering of 6,900,000 shares of 6.00% Series A Cumulative Redeemable Preferred Stock, including 900,000 shares sold pursuant to the underwriter's option to purchase additional shares. Gross proceeds raised were approximately $172.5 million; net proceeds were approximately $166.2 million after deducting underwriter discounts and offering costs paid by the Company. The net proceeds from the offering were initially used to reduce outstanding debt and for general operating purposes of the Company.
Long-term Liquidity and Capital Resources
We plan to meet our long-term capital needs, including long-term financing of property acquisitions, by issuing registered debt or equity securities, obtaining asset level financing and occasionally by issuing fixed rate secured or unsecured notes and bonds. We may continue to issue common stock when we believe that our share price is at a level that allows for the proceeds of any offering to be accretively invested into additional properties. In addition, we may issue common stock to permanently finance properties that were financed by our Revolving Credit Facility, Term Loan or other indebtedness. In the future, some of our property acquisitions could be made by issuing partnership interests of our Operating Partnership in exchange for property owned by third parties. These partnership interests would be exchangeable for cash or, at our election, shares of our common stock.
We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, we cannot assure you that we will have access to the capital markets at times and on terms that are acceptable to us. We expect that our primary uses of capital will be for property and other asset acquisitions and the payment of tenant improvements, operating expenses, including debt service payments on any outstanding indebtedness, and distributions to our stockholders.
Description of Certain Debt
Spirit Master Funding Program
The Spirit Master Funding Program is an asset-backed securitization platform in which we raise capital through the issuance of non-recourse net lease mortgage notes collateralized by commercial real estate, net leases and mortgage loans. The Spirit Master Funding Program allows us to issue notes that are secured by the assets of the special purpose entity note issuers that are pledged to the indenture trustee for the benefit of the noteholders and managed by the Operating Partnership as property manager. These Collateral Pools consist primarily of commercial real estate properties, the issuers’ rights in the leases of such properties and commercial mortgage loans secured by commercial real estate properties. In general, monthly rental and mortgage receipts with respect to the leases and mortgage loans are deposited with the indenture trustee who will first utilize these funds to satisfy the debt service requirements on the notes and any fees and costs associated with the administration of the Spirit Master Funding Program including property and asset management fees payable to Spirit. The remaining funds are remitted to the issuers monthly on the note payment date.
In addition, upon satisfaction of certain conditions, the issuers may, from time to time, sell or exchange real estate properties or mortgage loans from the Collateral Pools. Proceeds from the sale of assets within the Collateral Pools are held on deposit by the indenture trustee until a qualifying substitution is made or the amounts are distributed as an early repayment of principal. At December 31, 2017, $85.7 million was held on deposit and classified as restricted cash within deferred costs and other assets, net in our consolidated balance sheet included in this Annual Report on Form 10-K.
The Spirit Master Funding Program consists of two separate securitization trusts that have one or multiple bankruptcy-remote, special purpose entities as issuers of the Master Trust 2013 and Master Trust 2014 notes. Each issuer is an indirect wholly-owned subsidiary of ours. All outstanding series of Master Trust Notes were rated A+ by S&P as of December 31, 2017.
Master Trust 2013
In December 2013, an indirect wholly-owned subsidiary of ours issued $330.0 million aggregate principal amount of net-lease mortgage notes comprised of $125.0 million of 3.89% interest-only notes expected to be repaid in December 2018 and $205.0 million of 5.27% amortizing notes expected to be repaid in December 2023.


Master Trust 2014
In May 2014, we completed our Exchange Offer to exchange the outstanding principal balance of three series of existing net-lease mortgage notes for three series of newly issued Master Trust 2014 notes. The terms of the new notes remain generally similar to the old notes including the interest rate and anticipated final repayment dates; however, the new notes generally amortize more slowly than the old notes and have a legal final payment date that is 17 years later than the old notes (although the anticipated repayment date remains the same). The revisions to Master Trust 2014, in connection with the issuance of the new notes, generally provide the Operating Partnership more administrative flexibility as property manager and special servicer.
In November 2014, the existing issuers under Master Trust 2014 and two additional indirect wholly-owned subsidiaries of ours, collectively as co-issuers, completed the issuance of $510.0 million aggregate principal amount of net-lease mortgage notes comprised of $150.0 million of 3.50% interest-only notes expected to be repaid in January 2020 and $360.0 million of 4.63% amortizing notes (interest-only through November 2017) expected to be repaid in January 2030.
At the time of issuance, the Class A notes represented approximately 70% of the collateral appraised value and are currently rated A+ by S&P. The Class B notes are subordinate to the Class A notes as to principal repayment, represent approximately 5% of the collateral value, and are currently rated BBB by S&P.
In December 2017, the existing issuers under Master Trust 2014, collectively as co-issuers, completed the issuance of $674.4 million aggregate principal amount of net-lease mortgage notes comprised of $542.4 million of 4.36%, Class A, amortizing notes and $132.0 million of 6.35%, Class B, interest-only notes, each class of Notes have an anticipated repayment date in December 2022 and a legal final payment date in December 2047. (Refer to Note 17. Subsequent Events, regarding repricing of the Class B Notes). The Operating Partnership retained $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes to satisfy its regulatory risk retention obligations. In conjunction with the issuance, the Company pre-paid Series 2014-1 Class A1 of the 2014 notes.
The Master Trust Notes are summarized below:
 
Stated
Rates
(1)
 Remaining Term December 31,
2017
 December 31,
2016
   (in Years) (in Thousands)
Series 2014-1 Class A1% 0.0 $
 $53,919
Series 2014-1 Class A25.4% 2.5 252,437
 253,300
Series 2014-25.8% 3.2 222,683
 226,283
Series 2014-35.7% 4.2 311,336
 311,820
Series 2014-4 Class A13.5% 2.1 150,000
 150,000
Series 2017-1 Class A (2)
4.4% 5.0 515,280
 
Series 2017-1 Class B (2)
6.4% 5.0 125,400
 
Series 2014-4 Class A24.6% 12.1 358,664
 360,000
Total Master Trust 2014 notes5.0% 5.4 1,935,800
 1,355,322
Series 2013-1 Class A3.9% 1.0 125,000
 125,000
Series 2013-2 Class A5.3% 6.0 187,704
 192,384
Total Master Trust 2013 notes4.7% 4.0 312,704
 317,384
Total Master Trust Notes    2,248,504
 1,672,706
Debt discount, net    (36,188) (18,787)
Deferred financing costs, net    (24,010) (16,376)
Total Master Trust Notes, net    $2,188,306
 $1,637,543
(1) Represents the individual series stated interest rate as of December 31, 2017 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of December 31, 2017.
(2) The Operating Partnership acquired $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes, which eliminate in consolidation, to satisfy its regulatory risk retention obligations.

As of December 31, 2017, the Master Trust 2014 notes were secured by 815 owned and financed properties issued by 5 indirect wholly-owned subsidiaries of the Corporation. The notes issued under Master Trust 2014 are cross-collateralized by the assets of all issuers within this trust. As of December 31, 2017, the Master Trust 2013 notes were secured by 296 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Corporation.
Convertible Notes
The Convertible Notes are comprised of two series of notes with an aggregate principal amount of $747.5 million at both December 31, 2017 and December 31, 2016. Interest on the Convertible Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 2019 Notes, aggregate principal amount $402.5 million, accrue interest at 2.875% and are scheduled to mature on May 15, 2019. The 2021 Notes, aggregate principal amount $345.0 million, accrue interest at 3.75% and are scheduled to mature on May 15, 2021. As of December 31, 2017, the carrying amount of the Convertible Notes was $715.9 million, which is net of discounts (for the value of the embedded conversion feature) and unamortized deferred financing costs.
Holders may convert notes of either series prior to November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, only under the following circumstances: (1) if the closing price of our common stock for each of at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days in the quarter is greater than or equal to 130% of the conversion price for the Convertible Notes; (2) during the five business day period after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last closing price of our common stock and the conversion rate for the Convertible Notes; (3) if we call any or all of the Convertible Notes for redemption prior to the redemption date; or (4) upon the occurrence of specified corporate events as described in the Convertible Notes prospectus supplement. On or after November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert the Convertible Notes of the applicable series at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver cash, shares of common stock or a combination of cash and shares of common stock, at our election.
The initial conversion rate for the Convertible Notes is 76.3636 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $13.10 per share of common stock). The conversion rate for each series of the Convertible Notes is subject to adjustment for some events, including dividends paid in excess of threshold amounts stipulated in the agreement, but will not be adjusted for any accrued and unpaid interest. As of December 31, 2017, the conversion rate was 77.3144 per $1,000 principal note. If we undergo a fundamental change (as defined in the Convertible Notes supplemental indentures), holders may require us to repurchase all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plusaccrued and unpaid interest.
Revolving Credit Facility
On March 31, 2015, the Company entered into the Credit Agreement, among the Operating Partnership as borrower and the Company as guarantor, that established a new $600.0 million unsecured credit facility and terminated its secured $400.0 million 2013 Credit Facility. The Revolving Credit Facility matures on March 31, 2019 (extendible at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements) and includes an accordion feature to increase the committed facility size up to $1.0 billion, subject to satisfying certain requirements and obtaining additional lender commitments. On April 27, 2016, the Company expanded the borrowing capacity under the Revolving Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The Revolving Credit Facility also includes a 50.0 million sub-limit for swing-line loans and up to $60.0 million available for issuance of letters of credit. Swing-line loans and letters of credit reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. On November 3, 2015, the Company entered into a first amendment to the Credit Agreement. The amendment conforms certain of the terms and covenants to those in the Term Loan Agreement, including limiting the requirement of subsidiary guaranties to material subsidiaries (as defined in the Credit Agreement) meeting certain conditions. At December 31, 2017, there were no subsidiaries meeting this requirement.
The Revolving Credit Facility bears interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum or a specified base rate plus 0.0% to 0.55% and requires a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, in each case depending

on the Corporation's credit rating. As of December 31, 2017, the Revolving Credit Facility bore interest at LIBOR plus 1.25% based on the Company's credit rating and incurred a facility fee of 0.25% per annum.
The Operating Partnership may voluntarily prepay the Revolving Credit Facility, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any. Payment of the Revolving Credit Facility is unconditionally guaranteed by the Corporation and material subsidiaries that meet certain conditions (as defined in the Credit Agreement). As of December 31, 2017, there were no subsidiaries that met this requirement.
As of December 31, 2017, $112.0 million in borrowings were outstanding and $688.0 million of borrowing capacity was available under the Revolving Credit Facility. Amounts available for borrowing under the Revolving Credit Facility remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.60:1.00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions;
Minimum fixed charge coverage ratio (defined as EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates, to fixed charges) of 1.50:1.00;
Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.50:1:00;
Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties, to unsecured interest expense) of 1.75:1.00;
Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions; and
Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.
In addition to these covenants, the Credit Agreement also includes other customary affirmative and negative covenants, such as (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all or substantially all assets; (iv) maintenance of status as a REIT and listing on any national securities exchange; and (v) material modifications to organizational documents.
As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these covenants.
Term Loan
On November 3, 2015, we entered into a Term Loan Agreement among the Operating Partnership as borrower, the Corporation as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at our option pursuant to two one-year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to be increased to up to $600.0 million, subject to obtaining additional lender commitments. In December 2015, upon obtaining additional lender commitments, we increased the term facility from $325.0 million to $370.0 million. On December 19, 2016, we increased the term facility from $370.0 million to $420.0 million.
The Term Loan Agreement provides that borrowings bear interest at either LIBOR plus 1.35% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum, at the Operating Partnership's election. In each case, the applicable margin is determined based upon the Corporation’s leverage ratio. If the Corporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- from S&P or Fitch, Inc. or Baa3 from Moody's, the Operating Partnership may make an irrevocable election to have the margin based upon the Corporation's credit ratings. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leverage based pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, borrowings will bear interest at either LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.0% to 0.75% per annum, in each case depending on the Corporation’s credit ratings. As of December 31, 2017, the Term Loan bore interest at LIBOR plus 1.35% based on our credit rating.

The Operating Partnership may voluntarily prepay the Term Loan, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees. Amounts prepaid may be subsequently re-borrowed within 30 days. Payment of the Term Loan is unconditionally guaranteed by the Corporation and, under certain circumstances, by one or more material subsidiaries (as defined in the Term Loan Agreement) of the Corporation. The obligations of the Operating Partnership and any guarantor under the Term Loan are full recourse to the Corporation and each guarantor.
As of December 31, 2017, the Term Loan provided $420.0 million of borrowing capacity. Amounts available for borrowing under the Term Loan remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.60:1.00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions;
Minimum fixed charge coverage ratio (defined as consolidated EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates to fixed charges) of 1.50:1.00;
Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents to total asset value) of 0.50:1:00;
Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties to unsecured interest expense) of 1.75:1.00;
Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions; and
Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.
In addition, the Term Loan Agreement includes other customary affirmative and negative covenants, including (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all or substantially all assets; (iv) maintenance of status as a REIT and listing on a national securities exchange; and (v) material modifications to organizational documents. The ability to borrow under the Term Loan Agreement is subject to continued compliance with all of the covenants described above.
As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
Senior Unsecured Notes
On August 18, 2016, the Operating Partnership completed a private placement of $300.0 million aggregate principal amount senior notes through a Rule 144A offering with registration rights, which are guaranteed by the Corporation. The Senior Unsecured Notes were issued at 99.378% of their principal amount, resulting in net proceeds of $296.2 million after deducting transaction fees and expenses. The Senior Unsecured Notes accrue interest at a rate of 4.450% per year, payable on March 15 and September 15 of each year, until the maturity date of September 15, 2026. The Company filed a registration statement with the SEC to exchange the private Senior Unsecured Notes for registered Senior Unsecured Notes with substantially identical terms, which became effective April 14, 2017. All $300.0 million aggregate principal amount of private Senior Unsecured Notes were tendered in the exchange for registered Senior Unsecured Notes.
The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed on or after June 15, 2026 (three months prior to the maturity date of the Senior Unsecured Notes), the redemption price will not include a make-whole premium.  

In connection with the issuance of the Senior Unsecured Notes, the Corporation and Operating Partnership remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness, to total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles) of 0.60:1.00;
Minimum unencumbered asset coverage ratio (defined as total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles, to consolidated total unsecured indebtedness) of 1.50:1:00;
Maximum secured indebtedness leverage ratio (defined as consolidated total secured indebtedness, to total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles) of 0.40:1.00; and
Minimum fixed charge coverage ratio (defined as consolidated income available for debt service, to the annual service charge) of 1.50:1.0.
In addition, the Senior Unsecured Notes Agreement includes other customary affirmative and negative covenants, including (i) maintenance of status as a REIT; (ii) payment of all taxes, assessments and governmental charges levied on the REIT; (iii) reporting on financial information; and (iv) maintenance of properties and property insurance.
As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
CMBS
We may use long-term, fixed-rate debt to finance our properties. In such events, we generally seek to use asset level financing that bears annual interest less than the annual rent on the related lease(s) and that matures prior to the expiration of such lease(s). In general, the obligor of our asset level debt is a special purpose entity that holds the real estate and other collateral securing the indebtedness. Each special purpose entity is a bankruptcy remote separate legal entity, and is the sole owner of its assets and solely responsible for its liabilities other than typical non-recurring covenants.
As of December 31, 2017, we had 12 loans with approximately $332.6 million of outstanding principal balances under our fixed rate CMBS loans, with a weighted average contractual interest rate of 5.81% and a weighted average maturity of 4.6 years. Approximately one-third of this debt is partially amortizing and requires a balloon payment at maturity. These balances include six separate fixed-rate CMBS loans that are in default due to the underperformance of the eight properties that secure them. As of December 31, 2017, the aggregate principal balance under the defaulted CMBS loans was $64.3 million, including $13.2 million of default interest added to principal, and is discussed further below. Excluding these six loans, the outstanding principal obligations under our CMBS fixed-rate loans as of December 31, 2017 was $268.3 million.
The table below shows the outstanding principal obligations, including amortization, of these CMBS fixed rate loans as of December 31, 2017 and the year in which the loans mature (dollars in thousands). The information displayed in the table excludes amounts and interest rates related to the defaulted loans and the eight properties securing them.
Year of MaturityNumber of Loans Number of Properties Stated Interest Rate Range Weighted Average Stated Rate Scheduled Principal Balloon Total
              
2018
 
 0 % $3,692
 $
 $3,692
2019
 
  
 3,905
 
 3,905
2020
 
  
 4,100
 
 4,100
2021
 
  
 4,365
 
 4,365
20221
 12
 4.67% 4.67
 4,617
 42,400
 47,017
Thereafter5
 88
 5.23%-6.00% 5.48
 7,276
 197,980
 205,256
Total6
 100
   5.35% $27,955
 $240,380
 $268,335


CMBS Liquidity Matters
As of December 31, 2017, we are in default on six separate CMBS loans due to the underperformance of the properties securing these loans. The wholly-owned special purpose entities subject to these mortgage loans are separate legal entities and the sole owner of their assets and responsible for their liabilities. The aggregate outstanding principal balance of these loans, including capitalized interest, totaled $64.3 million. We believe the value of these properties is less than the related debt. As a result, we have notified the lenders of each special purpose entity that we anticipate either surrendering these properties to the lenders or selling them in certain instances in exchange for relieving the indebtedness, including any accrued interest and accrued or unpaid property expenses, encumbering them.
The following table provides key elements of the defaulted mortgage loans (dollars in thousands):
IndustryProperties Net Book Value Monthly Base Rent Pre-Default Outstanding Principal 
Capitalized Interest (1)
 Total Debt Outstanding 
Restricted Cash (2)
 Stated Rate Default Rate 
Accrued Interest (1)
                    
Manufacturing2 $3,618
 $16
 $5,460
 $11,354
 $16,814
 $
 5.85% 9.85% $143
Sporting Goods1 3,070
 
 6,321
 429
 6,750
 453
 5.62
 10.62
 80
Consumer Electronics1 3,021
 
 8,592
 592
 9,184
 286
 5.87
 9.87
 62
Multi-Tenant Retail1 12,580
 95
 17,250
 398
 17,648
 575
 5.53
 7.53
 78
Sporting Goods2 3,457
 
 9,625
 310
 9,935
 
 4.39
 9.39
 78
Sporting Goods1 2,010
 
 3,853
 128
 3,981
 169
 4.65
 9.65
 33

8 $27,756
 $111
 $51,101
 $13,211
 $64,312
 $1,483
 5.44% 9.21% $474
(1) Interest capitalized to principal that remains unpaid.
(2) Represents restricted cash controlled by the lender that may be applied to reduce the outstanding principal balance.
Debt Maturities
Future principal payments due on our various types of debt outstanding as of December 31, 2017 (in thousands):
 Total 2018 2019 2020 2021 2022 Thereafter
              
Revolving Credit Facility112,000
 
 112,000
 
 
 
 
Master Trust Notes2,248,504
 163,185
 40,230
 410,713
 237,790
 969,020
 427,566
CMBS - fixed-rate (1)
332,647
 68,004
 3,905
 4,100
 4,365
 47,017
 205,256
Convertible Notes747,500
 
 402,500
 
 345,000
 
 
Unsecured Senior Notes300,000
 
 
 
 
 
 300,000
 $3,740,651
 $231,189
 $558,635
 $414,813
 $587,155
 $1,016,037
 $932,822
(1) The CMBS - fixed-rate payment balance in 2018 includes $64.3 million, including $13.2 million of capitalized interest, for the acceleration of principal payable following an event of default under 6 separate CMBS loans with stated maturities in 2018.

Contractual Obligations
The following table provides information with respect to our commitments as well as potential acquisitions under contract as of December 31, 2017, the table does not reflect available debt extensions (in thousands):
  Payment due by period
          More than
    Less than 1 1-3 years 3-5 years 5 years
Contractual Obligations Total Year (2018) (2019-2020) (2021-2022) (after 2022)
           
Debt - Principal $3,740,651
 $231,189
 $973,448
 $1,603,192
 $932,822
Debt - Interest (1) (3)
 795,950
 170,252
 288,219
 192,452
 145,027
Acquisitions Under Contract (2)
 29,281
 29,281
 
 
 
Capital Improvements 34,128
 30,203
 2,525
 1,400
 
Operating Lease Obligations 43,842
 3,157
 6,356
 6,312
 28,017
Total $4,643,852
 $464,082
 $1,270,548
 $1,803,356
 $1,105,866
(1) Excludes interest on defaulted mortgage loans.
(2) Contracts contain standard cancellation clauses contingent on results of due diligence.
(3) Debt - Interest has been calculated based on outstanding balances as of December 31, 2017 through their respective maturity dates and excludes unamortized non-cash deferred financing costs of $39.6 million, unamortized debt discount of $61.4 million and any interest due on defaulted mortgage loans, including $0.5 million accrued as of December 31, 2017.
Distribution Policy
Distributions from our current or accumulated earnings are generally classified as ordinary income, whereas distributions in excess of our current and accumulated earnings, to the extent of a stockholder’s federal income tax basis in our common stock, are generally classified as a return of capital. Under the 2017 Tax Legislation, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Distributions in excess of a stockholder’s federal income tax basis in our common stock are generally characterized as capital gain.
We are required to distribute 90% of our taxable income (subject to certain adjustments and excluding net capital gain) on an annual basis to maintain qualification as a REIT for federal income tax purposes and are required to pay federal income tax at regular corporate rates to the extent we distribute less than 100% of our taxable income (including capital gains).
We intend to make distributions that will enable us to meet the distribution requirements applicable to REITs and to eliminate or minimize our obligation to pay corporate-level federal income and excise taxes.
Any distributions will be at the sole discretion of our Board of Directors, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, FFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as our Board of Directors deems relevant.

Cash Flows
Comparison of Years Ended December 31, 2017 and 2016
The following table presents a summary of our cash flows for the years ended December 31, 2017 and 2016 (in thousands):
 Years Ended
 December 31,
 2017 2016 Change
Net cash provided by operating activities$386,393
 $361,409
 $24,984
Net cash provided by (used in) investing activities82,942
 (117,251) 200,193
Net cash used in financing activities(470,596) (255,889) (214,707)
Net (decrease) increase in cash and cash equivalents$(1,261) $(11,731) $10,470
As of December 31, 2017, we had $8.8 million of unrestricted cash and cash equivalents as compared to $10.1 million as of December 31, 2016.
Operating Activities
Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.
The increase in net cash provided by operating activities was primarily attributable to a decrease in costs associated with debt extinguishment of $22.9 million due to a lower volume of mortgage debt being extinguished, a decrease in cash paid for interest of $18.4 million related to the lower level of outstanding mortgage debt, and reduced restructuring charge payments of $11.3 million as restructuring activities were finalized in 2016, offset by a decrease in cash revenue of $19.1 million and increases in property costs of $5.8 million related to reimbursable and non-reimbursable property taxes, and G&A costs of $3.6 million.
The decrease in revenue was primarily attributable to the disposition of 192 properties, representing a gross investment in real estate during the year ended December 31, 2017 of $510.9 million, partially offset by the acquisition of 39 properties, during the same period, with a real estate investment value totaling $323.0 million.
Investing Activities
Cash provided by (used in) investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.
Net cash provided by investing activities during 2017 included cash proceeds of $472.5 million from the disposition of 192 properties, offset by $279.9 million to fund the acquisition of 39 properties and capitalized real estate expenditures of $46.1 million and the transfer of sales proceeds to restricted cash accounts of $71.3 million . Net cash provided by investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $12.8 million and the investment in notes receivable of $5.0 million.
During the same period in 2016, net cash used in investing activities included $655.8 million to fund the acquisition of 269 properties and capitalized real estate expenditures of $27.1 million partially offset by cash proceeds of $524.8 million from the disposition of 213 properties. Net cash used in investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $8.4 million, offset by the release of sales proceeds from restricted cash accounts of $2.3 million.
Financing Activities
Generally, our net cash used in financing activities is impacted by our common and preferred stock offerings and activity, including repurchases of our common stock under our Stock Repurchase Program, borrowings under our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.

Net cash used in financing activities during 2017 was primarily attributable to the repayment of the $420.0 million Term Loan, the payment of dividends to common and preferred equity owners of $341.7 million, the repurchase of 35,839,965 shares of the Company's outstanding common stock for $286.6 million and repayments of $221.3 million in mortgages and notes payable, offset by the issuance of 6.9 million shares of Class A Preferred Stock for net proceeds of $166.2 million, and debt issuances under our Spirit Master Funding Program of $618.6 million.
Net cash used in financing activities during 2016 was primarily attributable to the repayment of our indebtedness of $863.8 million and the payment of dividends to equity owners of $323.6 million, both of which were primarily funded from our operating cash flows, net borrowings under our Revolving Credit Facility and Term Loan of $86.0 million and $95.0 million, respectively, net proceeds of $298.1 million from the issuance of $300.0 million aggregate principal Senior Unsecured Notes and the sale of an aggregate 40.8 million shares of our common stock in an underwritten public offering and under our ATM Program, generating net proceeds of $368.9 million and $77.7 million, respectively.
Comparison of Years Ended December 31, 2016 and 2015
The following table presents a summary of our cash flows for the years ended December 31, 2016 and 2015 (in thousands):
 Years Ended
 December 31,
 2016 2015 Change
Net cash provided by operating activities$361,409
 $371,986
 $(10,577)
Net cash used in investing activities(117,251) (385,696) 268,445
Net cash provided by financing activities(255,889) (140,681) (115,208)
Net increase (decrease) in cash and cash equivalents$(11,731) $(154,391) $142,660
As of December 31, 2016, we had $10.1 million of cash and cash equivalents as compared to $21.8 million as of December 31, 2015.
Operating Activities
Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.
The decrease in net cash provided by operating activities was primarily attributable to an increase in debt extinguishment costs of $18.1 million, restructuring charge payments of $10.2 million, G&A costs of $6.9 million, payments to terminate interest rate swap agreements of $1.7 million and net changes in operating assets and liabilities of $7.2 million, partially offset by an increase in cash revenue of $12.9 million and a decrease in cash paid for interest of $27.4 million.
The increase in revenue was primarily attributable to the acquisition of 269 properties, representing a gross investment in real estate during the year ended December 31, 2016 totaling $704.9 million partially offset by the disposition of 213 properties during the same period with a real estate investment value of $598.7 million.
Investing Activities
Cash used in investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.
Net cash used in investing activities during 2016 included $655.8 million to fund the acquisition of 269 properties and capitalized real estate expenditures of $27.1 million partially offset by cash proceeds of $524.8 million from the disposition of 213 properties. Net cash used in investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $8.4 million, offset by the release of sales proceeds from restricted cash accounts of $2.3 million.
During the same period in 2015, net cash used in investing activities included $876.0 million to fund the acquisition of 232 properties and capitalized real estate expenditures of $10.3 million partially offset by cash proceeds of $496.6 million from the disposition of 110 properties. Net cash used in investing activities also included investment in loans

receivable of $4.0 million, partially offset by the release of sales proceeds from restricted cash accounts of $41.0 million and collections of principal on loans receivable and real estate assets under direct financing leases totaling $6.8 million.
Financing Activities
Generally, our net cash (used in) provided by financing activities is impacted by our net borrowings and common stock offerings, including sales of our common stock under our ATM Program, common stock offerings, borrowings under our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.
Net cash used in financing activities during 2016 was primarily attributable to the repayment of our indebtedness of $863.8 million and the payment of dividends to equity owners of $323.6 million, both of which were primarily funded from our operating cash flows, net borrowings under our Revolving Credit Facility and Term Loan of $86.0 million and $95.0 million, respectively, net proceeds of $298.1 million from the issuance of $300.0 million aggregate principal Senior Unsecured Notes and the sale of an aggregate 40.8 million shares of our common stock in an underwritten public offering and under our ATM Program, generating net proceeds of $368.9 million and $77.7 million, respectively.
Net cash used in financing activities during 2015 was primarily attributable to the repayment of our indebtedness of $512.5 million, the payment of dividends to equity owners of $292.3 million, both of which were paid primarily through sources from our operating cash flows, and net repayments under our Revolving Credit Facilities of $15.2 million. These amounts were partially offset by the issuance and sale of 23.0 million shares of our common stock in an underwritten public offering and the sale of 6.6 million shares of our common stock under our ATM Program for aggregate net proceeds of $347.2 million and borrowings under our Term Loan of $325.0 million.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to financial market risks, especially interest rate risk. Interest rates and other factors, such as occupancy, rental rates and the financial condition of our tenants, influence our performance more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. As described above, we generally offer leases that provide for payments of base rent with scheduled increases and, to a lesser extent, contingent rent based on a percentage of the tenant’s gross sales to help mitigate the effect of inflation. Because the properties in our portfolio are generally leased to tenants under triple-net leases, our exposure to rising property operating costs due to inflation is mitigated.
Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and global economic and political conditions, which are beyond our control. Our operating results depend heavily on the difference between the revenue from our assets and the interest expense incurred on our borrowings. We may incur additional variable rate debt in the future, including amounts that we may borrow under our Revolving Credit Facility and Term Loan. In addition, decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments, which may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected. Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to acquire real estate with rental rates high enough to offset the increase in interest rates on our borrowings.
In the event interest rates rise significantly or there is an economic downturn, defaults may increase and result in credit losses, which may adversely affect our liquidity and operating results. In a decreasing interest rate environment, borrowers are generally more likely to prepay their loans in order to obtain financing at lower interest rates. However, the vast majority of our mortgage notes payable have prepayment clauses that make refinancing during a decreasing interest rate environment uneconomical. Investments in our mortgage loans receivable, however, have significant prepayment protection in the form of yield maintenance provisions, which provide us with substantial yield protection in a decreasing interest rate environment with respect to this portion of our investment portfolio.
The objective of our interest rate risk management policy is to match fund fixed-rate assets with fixed-rate liabilities. As of December 31, 2017, our assets were primarily long-term, fixed-rate leases (though most have scheduled rental increases during the terms of the leases). As of December 31, 2017, $3.6 billion of our indebtedness was fixed-rate, consisting of our Master Trust Notes, fixed-rate CMBS loans, Senior Unsecured Notes and Convertible Notes, with a weighted average stated interest rate of 4.67%, excluding amortization of deferred financing costs and debt discounts/premiums. As of December 31, 2017, $112.0 million of our indebtedness was variable-rate, consisting of our Revolving Credit Facility, with a weighted average stated interest rate of 2.74%, excluding amortization of deferred financing

costs and debt discounts/premiums. If one-month LIBOR as of December 31, 2017 increased by 12.5 basis points, or 0.125%, the resulting increase in annual interest expense with respect to the $112.0 million outstanding under the variable-rate obligations would impact our future earnings and cash flows by $140.0 thousand.
The estimated fair values of our debt instruments have been derived based on market quotes for comparable instruments or discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates and credit spreads. The debt instrument balances as of December 31, 2017 are as follows (in thousands):
 Carrying
Value
 Estimated
Fair Value
    
Revolving Credit Facility$112,000
 $111,997
Term Loan, net (1)

 
Senior Unsecured Notes, net (1)
295,321
 299,049
Mortgages and notes payable, net (1)
2,516,478
 2,657,599
Convertible Notes, net (1)
715,881
 761,440
(1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums.

Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Item 8. Financial Statements and Supplemental Data
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets of Spirit Realty Capital, Inc. as of December 31, 2017 and 2016
Consolidated Statements of Operations of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Stockholders' Equity of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Balance Sheets of Spirit Realty, L.P. as of December 31, 2017 and 2016
Consolidated Statements of Operations of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Partners' Capital of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Spirit Realty Capital, Inc.’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Spirit Realty Capital, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2017 consolidated financial statements of the Company and our report dated February 22, 2018 expressed an unqualified opinion thereon.
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 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/ Ernst & Young LLP
Dallas, Texas
February 22, 2018

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Spirit Realty Capital, Inc. (the Company) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have 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, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2018 expressed an unqualified opinion thereon.
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 US 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.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2003.
Dallas, Texas
February 22, 2018


Report of Independent Registered Public Accounting Firm
To the Partners of Spirit Realty, L.P. and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Spirit Realty, L.P. (the Operating Partnership) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, partners’ capital and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
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 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. 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/ Ernst & Young LLP
We have served as the Operating Partnership’s auditor since 2016.
Dallas, Texas
February 22, 2018






SPIRIT REALTY CAPITAL, INC.
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)

 December 31,
2017
 December 31,
2016
Assets


Investments:


Real estate investments:


Land and improvements$2,588,930

$2,704,010
Buildings and improvements4,692,377

4,775,221
Total real estate investments7,281,307

7,479,231
Less: accumulated depreciation(1,075,643)
(940,005)

6,205,664

6,539,226
Loans receivable, net79,967

66,578
Intangible lease assets, net409,903

470,276
Real estate assets under direct financing leases, net24,865

36,005
Real estate assets held for sale, net48,929

160,570
Net investments6,769,328

7,272,655
Cash and cash equivalents8,798

10,059
Deferred costs and other assets, net231,045

140,917
Goodwill254,340

254,340
Total assets$7,263,511

$7,677,971




Liabilities and stockholders’ equity


Liabilities:


Revolving Credit Facility$112,000

$86,000
Term Loan, net

418,471
Senior Unsecured Notes, net295,321
 295,112
Mortgages and notes payable, net2,516,478

2,162,403
Convertible Notes, net715,881

702,642
Total debt, net3,639,680

3,664,628
Intangible lease liabilities, net155,303

182,320
Accounts payable, accrued expenses and other liabilities148,919

148,915
Total liabilities3,943,902

3,995,863
Commitments and contingencies (see Note 8)




Stockholders’ equity:


Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares and no shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively, liquidation preference of $25.00 per share166,193
 
Common stock, $0.01 par value, 750,000,000 shares authorized: 448,868,269 shares and 483,624,120 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively4,489

4,836
Capital in excess of common stock par value5,193,631

5,177,086
Accumulated deficit(2,044,704)
(1,499,814)
Total stockholders’ equity3,319,609

3,682,108
Total liabilities and stockholders’ equity$7,263,511

$7,677,971
See accompanying notes.

SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Data)



  Years Ended December 31,
  2017 2016 2015
Revenues:      
Rentals $639,017
 $648,363
 $634,151
Interest income on loans receivable 3,791
 5,253
 6,948
Earned income from direct financing leases 2,078
 2,742
 3,024
Tenant reimbursement income 16,747
 14,125
 15,952
Other income 7,322
 15,491
 7,260
Total revenues 668,955
 685,974
 667,335
Expenses:      
General and administrative 62,064
 52,615
 47,730
Restructuring charges 
 6,341
 7,056
Transaction costs 6,361
 
 
Property costs (including reimbursable) 36,617
 30,839
 27,715
Real estate acquisition costs 1,356
 3,229
 2,739
Interest 190,127
 196,586
 222,901
Depreciation and amortization 256,019
 262,276
 260,633
Impairments 102,330
 88,275
 70,695
Total expenses 654,874
 640,161
 639,469
Income from continuing operations before other (expense) income and income tax expense 14,081
 45,813
 27,866
Other (expense) income:      
(Loss) gain on debt extinguishment (1,645) 233
 (3,162)
Total other (expense) income (1,645) 233
 (3,162)
Income from continuing operations before income tax expense 12,436
 46,046
 24,704
Income tax expense (394) (965) (601)
Income from continuing operations 12,042
 45,081
 24,103
Discontinued operations:      
Income from discontinued operations 
 
 98
Gain on disposition of assets 
 
 590
Income from discontinued operations 
 
 688
Income before gain on disposition of assets 12,042
 45,081
 24,791
Gain on disposition of assets 65,106
 52,365
 68,421
Net Income 77,148
 97,446
 93,212
Dividends paid to preferred stockholders (2,530) 
 
Net income attributable to common stockholders $74,618
 $97,446
 $93,212
       
Net income per share attributable to common stockholders—basic $0.16
 $0.21
 $0.21
       
Net income per share attributable to common stockholders—diluted $0.16
 $0.21
 $0.21
Weighted average shares of common stock outstanding:      
Basic 467,934,945
 469,217,776
 432,222,953
Diluted 467,942,788
 469,246,265
 432,545,625
See accompanying notes.

SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Comprehensive Income
(In Thousands)

 Years Ended December 31,
 2017 2016 2015
Net income attributable to common stockholders$74,618
 $97,446
 $93,212
Other comprehensive income:     
Change in net unrealized losses on cash flow hedges
 (1,137) (1,190)
Net cash flow hedge losses reclassified to operations
 2,165
 1,245
Total comprehensive income$74,618
 $98,474
 $93,267
See accompanying notes.


SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Stockholders’ Equity
(In Thousands, Except Share Data)

  Preferred Stock Common Stock 
Accumulated
Deficit
   
Total
Stockholders’
Equity
  Shares Par 
Value and Capital in Excess of Par Value
 Shares Par 
Value
 
Capital in
Excess of
Par Value
  AOCL 
Balances, December 31, 2014 
 $
 411,350,440
 $4,113
 $4,361,320
 $(1,052,688) $(1,083) $3,311,662
Net income 
 
 
 
 
 93,212
 
 93,212
Other comprehensive income 
 
 
 
 
 
 55
 55
Dividends declared on common stock 
 
 
 
 
 (298,531) 
 (298,531)
Tax withholdings related to net stock settlements 
 
 (426,158) (4) 
 (4,268) 
 (4,272)
Issuance of shares of common stock, net 
 
 29,610,100
 296
 346,915
 
 
 347,211
Exercise of stock options 
 
 5,000
 
 46
 
 
 46
Stock-based compensation, net 
 
 1,280,582
 13
 13,042
 (564) 
 12,491
Balances, December 31, 2015 
 $
 441,819,964
 $4,418
 $4,721,323
 $(1,262,839) $(1,028) $3,461,874
Net income 
 
 
 
 
 97,446
 
 97,446
Other comprehensive income 
 
 
 
 
 
 1,028
 1,028
Dividends declared on common stock 
 
 
 
 
 (333,180) 
 (333,180)
Tax withholdings related to net stock settlements 
 
 (72,835) (1) 
 (752) 
 (753)
Issuance of shares of common stock, net 
 
 40,835,360
 408
 446,205
 
 
 446,613
Stock-based compensation, net 
 
 1,041,631
 11
 9,558
 (489) 
 9,080
Balances, December 31, 2016 
 $
 483,624,120
 $4,836
 $5,177,086
 $(1,499,814) $
 $3,682,108
Net income 
 
 
 
 
 77,148
 
 77,148
Dividends declared on preferred stock 
 
 
 
 
 (2,530) 
 (2,530)
Net income available to common stockholders 
 
 
 
 
 74,618
 
 74,618
Issuance of preferred stock 6,900,000
 166,193
 
 
 
 
 
 166,193
Dividends declared on common stock 
 
 
 
 
 (332,402) 
 (332,402)
Tax withholdings related to net stock settlements 
 
 (440,312) (4) 
 (3,538) 
 (3,542)
Repurchase of common shares 
 
 (35,839,965) (358) 
 (282,731) 
 (283,089)
Stock-based compensation, net 
 
 1,524,426
 15
 16,545
 (837) 
 15,723
Balances, December 31, 2017 6,900,000
 $166,193
 448,868,269
 $4,489
 $5,193,631
 $(2,044,704) $
 $3,319,609
See accompanying notes.
SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Cash Flows
(In Thousands)


  Years Ended December 31,
  2017 2016 2015
Operating activities      
Net Income $77,148
 $97,446
 $93,212
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 256,019
 262,276
 260,633
Impairments 102,330
 88,275
 70,729
Amortization of deferred financing costs 9,896
 9,070
 7,937
Payments to terminate interest rate swap 
 (1,724) 
Derivative net settlements, amortization and terminations 
 1,811
 (132)
Amortization of debt discounts 13,572
 6,217
 2,322
Stock-based compensation expense 16,560
 9,570
 13,321
Loss (gain) on debt extinguishment 1,645
 (233) 3,162
Debt extinguishment costs (3,305) (26,219) (8,112)
Gains on dispositions of real estate and other assets (65,106) (52,365) (69,011)
Non-cash revenue (28,439) (26,333) (20,930)
Bad debt expense and other 5,913
 (594) 151
Changes in operating assets and liabilities:      
Deferred costs and other assets, net (1,418) (6,561) (604)
Accounts payable, accrued expenses and other liabilities 1,578
 6,308
 13,382
Accrued restructuring charges 
 (5,535) 5,926
Net cash provided by operating activities 386,393
 361,409
 371,986
Investing activities      
Acquisitions of real estate (279,934) (655,835) (875,983)
Capitalized real estate expenditures (46,100) (27,078) (10,269)
Investments in loans receivable (4,995) (5,073) (4,020)
Collections of principal on loans receivable and real estate assets under direct financing leases 12,769
 8,410
 6,822
Proceeds from dispositions of real estate and other assets 472,496
 524,776
 496,646
Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges 
 39,869
 (39,869)
Transfers of net sales proceeds (to) from Master Trust Release (71,294) (2,320) 40,977
Net cash provided by (used in) investing activities 82,942
 (117,251) (385,696)
SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Cash Flows
(In Thousands)


  Years Ended December 31,
  2017 2016 2015
Financing activities      
Borrowings under Revolving Credit Facilities 940,200
 1,080,000
 798,000
Repayments under Revolving Credit Facilities (914,200) (994,000) (813,181)
Borrowings under mortgages and notes payable 618,603
 
 
Repayments under mortgages and notes payable (221,310) (863,836) (512,486)
Borrowings under Term Loan 
 796,000
 325,000
Repayments under Term Loan (420,000) (701,000) 
Borrowings under Senior Unsecured Notes 
 298,134
 
Deferred financing costs (8,255) (4,352) (6,150)
Proceeds from issuance of common stock, net of offering costs 
 446,613
 347,211
Proceeds from issuance of preferred stock, net of offering costs 166,193
 
 
Repurchase of shares of common stock (286,631) (753) (4,272)
Proceeds from exercise of stock options 
 
 46
Preferred stock dividends paid (2,530) 
 
Common stock dividends paid (339,174) (323,640) (292,262)
Transfers (from) to reserve/escrow deposits with lenders, net (3,492) 10,945
 17,413
Net cash used in financing activities (470,596) (255,889) (140,681)
Net decrease in cash and cash equivalents (1,261) (11,731) (154,391)
Cash and cash equivalents, beginning of year 10,059
 21,790
 176,181
Cash and cash equivalents, end of year $8,798
 $10,059
 $21,790
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Balance Sheets
(In Thousands, Except Unit and Per Unit Data)

 December 31,
2017
 December 31,
2016
Assets   
Investments:   
Real estate investments:   
Land and improvements$2,588,930
 $2,704,010
Buildings and improvements4,692,377
 4,775,221
Total real estate investments7,281,307
 7,479,231
Less: accumulated depreciation(1,075,643) (940,005)
 6,205,664
 6,539,226
Loans receivable, net79,967
 66,578
Intangible lease assets, net409,903
 470,276
Real estate assets under direct financing leases, net24,865
 36,005
Real estate assets held for sale, net48,929
 160,570
Net investments6,769,328
 7,272,655
Cash and cash equivalents8,798
 10,059
Deferred costs and other assets, net231,045
 140,917
Goodwill254,340
 254,340
Total assets$7,263,511
 $7,677,971
Liabilities and stockholders’ equity   
Liabilities:   
Revolving Credit Facility$112,000
 $86,000
Term Loan, net
 418,471
Senior Unsecured Notes, net295,321
 295,112
Mortgages and notes payable, net2,516,478
 2,162,403
Notes payable to Spirit Realty Capital, Inc., net715,881
 702,642
Total debt, net3,639,680
 3,664,628
Intangible lease liabilities, net155,303
 182,320
Accounts payable, accrued expenses and other liabilities148,919
 148,915
Total liabilities3,943,902
 3,995,863
Commitments and contingencies (see Note 8)

 

Partners' Capital   
Partnership units   
General partner's common capital, 3,988,218 units issued and outstanding as of both December 31, 2017 and December 31, 201624,426
 26,586
Limited partners' preferred capital: 6,900,000 and no units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively166,193
 
Limited partners' common capital, 444,880,051 and 479,635,902 units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively3,128,990
 3,655,522
Total partners' capital3,319,609
 3,682,108
Total liabilities and partners' capital$7,263,511
 $7,677,971
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Operations
(In Thousands, Except Unit and Per Unit Data)
  Years Ended December 31,
  2017 2016 2015
Revenues:      
Rentals $639,017
 $648,363
 $634,151
Interest income on loans receivable 3,791
 5,253
 6,948
Earned income from direct financing leases 2,078
 2,742
 3,024
Tenant reimbursement income 16,747
 14,125
 15,952
Other income 7,322
 15,491
 7,260
Total revenues 668,955
 685,974
 667,335
Expenses:      
General and administrative 62,064
 52,615
 47,730
Restructuring charges 
 6,341
 7,056
Transaction costs 6,361
 
 
Property costs (including reimbursable) 36,617
 30,839
 27,715
Real estate acquisition costs 1,356
 3,229
 2,739
Interest 190,127
 196,586
 222,901
Depreciation and amortization 256,019
 262,276
 260,633
Impairments 102,330
 88,275
 70,695
Total expenses 654,874
 640,161
 639,469
Income from continuing operations before other (expense) income and income tax expense 14,081
 45,813
 27,866
Other (expense) income:      
(Loss) gain on debt extinguishment (1,645) 233
 (3,162)
Total other (expense) income (1,645) 233
 (3,162)
Income from continuing operations before income tax expense 12,436
 46,046
 24,704
Income tax expense (394) (965) (601)
Income from continuing operations 12,042
 45,081
 24,103
Discontinued operations:      
Income from discontinued operations 
 
 98
Gain on disposition of assets 
 
 590
Income from discontinued operations 
 
 688
Income before gain on disposition of assets 12,042
 45,081
 24,791
Gain on disposition of assets 65,106
 52,365
 68,421
Net income $77,148
 $97,446
 $93,212
Preferred distributions (2,530) 
 
Net income after preferred distributions 74,618
 97,446
 93,212
       
Net income attributable to general partners 657
 825
 855
Net income attributable to limited partners 76,491
 96,621
 92,357
       
Net income per common partnership unit - basic $0.16
 $0.21
 $0.21
       
Net income per common partnership unit —diluted $0.16
 $0.21
 $0.21
Weighted average common partnership units outstanding:      
Basic 467,934,945
 469,217,776
 432,222,953
Diluted 467,942,788
 469,246,265
 432,545,625
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Comprehensive Income
(In Thousands)

 Years Ended December 31,
 2017 2016 2015
Net income$77,148
 $97,446
 $93,212
Other comprehensive income:     
Change in net unrealized losses on cash flow hedges
 (1,137) (1,190)
Net cash flow hedge losses reclassified to operations
 2,165
 1,245
Total comprehensive income$77,148
 $98,474
 $93,267
See accompanying notes.


SPIRIT REALTY, L.P.
Consolidated Statements of Partners' Capital
(In Thousands, Except Unit Data)
 Preferred Units Common Units Total Partnership Capital
  
Limited Partners' Capital (2)
 
General Partner's Capital (1)
 
Limited Partners' Capital (2)
 
  Units Amount Units Amount Units Amount 
Balances, December 31, 2014 
 $
 3,988,218
 $30,456
 407,362,222
 $3,281,206
 $3,311,662
Net income 
 
 
 855
 
 92,357
 93,212
Other comprehensive income 
 
 
 1
 
 54
 55
Partnership distributions declared 
 
 
 (2,738) 
 (295,793) (298,531)
Tax withholdings related to net settlement of partnership units 
 
 
 
 (426,158) (4,272) (4,272)
Issuance of partnership units, net 
 
 
 
 29,610,100
 347,211
 347,211
Exercise of partnership units 
 
 
 
 5,000
 46
 46
Stock-based compensation, net 
 
 
 
 1,280,582
 12,491
 12,491
Balances, December 31, 2015 
 $
 3,988,218
 $28,574
 437,831,746
 $3,433,300
 $3,461,874
Net income 
 
 
 825
 
 96,621
 97,446
Other comprehensive income 
 
 
 9
 
 1,019
 1,028
Partnership distributions declared 
 
 
 (2,822) 
 (330,358) (333,180)
Tax withholdings related to net settlement of partnership units 
 
 
 
 (72,835) (753) (753)
Issuance of partnership units, net 
 
 
 
 40,835,360
 446,613
 446,613
Stock-based compensation, net 
 
 
 
 1,041,631
 9,080
 9,080
Balances, December 31, 2016 
 $
 3,988,218
 $26,586
 479,635,902
 $3,655,522
 $3,682,108
Net income 
 
 
 $657
 
 $76,491
 $77,148
Partnership distributions declared on preferred units 
 
 
 
 
 (2,530) (2,530)
Net income after preferred distributions   
   657
 
 73,961
 74,618
Issuance of preferred partnership units 6,900,000
 166,193
 
 
 
 
 166,193
Partnership distributions declared on common units 
 
 
 (2,817) 
 (329,585) (332,402)
Tax withholdings related to net partnership unit settlements 
 
 
 
 (440,312) (3,542) (3,542)
Repurchase of partnership units 
 
 
 
 (35,839,965) (283,089) (283,089)
Stock-based compensation 
 
 
 
 1,524,426
 15,723
 15,723
Balances, December 31, 2017 6,900,000
 $166,193
 3,988,218
 $24,426
 444,880,051
 $3,128,990
 $3,319,609
(1) Consists of general partnership interests held by Spirit General OP Holdings, LLC.
(2) Consists of limited partnership interests held by Spirit Realty Capital, Inc. and Spirit Notes Partner, LLC.
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Cash Flows
(In Thousands)

 Years Ended December 31,
 2017 2016 2015
Operating activities     
Net Income$77,148
 $97,446
 $93,212
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization256,019
 262,276
 260,633
Impairments102,330
 88,275
 70,729
Amortization of deferred financing costs9,896
 9,070
 7,937
Payments to terminate interest rate swap
 (1,724) 
Derivative net settlements, amortization and terminations
 1,811
 (132)
Amortization of debt discounts13,572
 6,217
 2,322
Stock-based compensation expense16,560
 9,570
 13,321
Loss (gain) on debt extinguishment1,645
 (233) 3,162
Debt extinguishment costs(3,305) (26,219) (8,112)
Gains on dispositions of real estate and other assets(65,106) (52,365) (69,011)
Non-cash revenue(28,439) (26,333) (20,930)
Bad debt expense and other5,913
 (594) 151
Changes in operating assets and liabilities:     
Deferred costs and other assets, net(1,418) (6,561) (604)
Accounts payable, accrued expenses and other liabilities1,578
 6,308
 13,382
Accrued restructuring charges
 (5,535) 5,926
Net cash provided by operating activities386,393
 361,409
 371,986
Investing activities     
Acquisitions of real estate(279,934) (655,835) (875,983)
Capitalized real estate expenditures(46,100) (27,078) (10,269)
Investments in loans receivable(4,995) (5,073) (4,020)
Collections of principal on loans receivable and real estate assets under direct financing leases12,769
 8,410
 6,822
Proceeds from dispositions of real estate and other assets472,496
 524,776
 496,646
Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges
 39,869
 (39,869)
Transfers of net sales proceeds (to) from Master Trust Release(71,294) (2,320) 40,977
Net cash provided by (used in) investing activities82,942
 (117,251) (385,696)

 Years Ended December 31,
 2017 2016 2015
Financing activities

 

 

Borrowings under Revolving Credit Facilities940,200
 1,080,000
 798,000
Repayments under Revolving Credit Facilities(914,200) (994,000) (813,181)
Borrowings under mortgages and notes payable618,603
 
 
Repayments under mortgages and notes payable(221,310) (863,836) (512,486)
Borrowings under Term Loan
 796,000
 325,000
Repayments under Term Loan(420,000) (701,000) 
Borrowings under Senior Unsecured Notes
 298,134
 
Deferred financing costs(8,255) (4,352) (6,150)
Proceeds from issuance of common stock, net of offering costs
 446,613
 347,211
Proceeds from issuance of preferred stock, net of offering costs166,193
 
 
Repurchase of partnership units(286,631) (753) (4,272)
Proceeds from exercise of partnership units
 
 46
Preferred distributions paid(2,530) 
 
Common distributions paid(339,174) (323,640) (292,262)
Transfers (from) to reserve/escrow deposits with lenders, net(3,492) 10,945
 17,413
Net cash used in financing activities(470,596) (255,889) (140,681)
Net decrease in cash and cash equivalents(1,261) (11,731) (154,391)
Cash and cash equivalents, beginning of year10,059
 21,790
 176,181
Cash and cash equivalents, end of year$8,798
 $10,059
 $21,790


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements
December 31, 2017


Note 1. Organization
Organization and Operations
Spirit Realty Capital, Inc. (the "Corporation" or, with its consolidated subsidiaries, the "Company") operates as a self-administered and self-managed REIT that seeks to generate and deliver sustainable and attractive returns for stockholders by investing primarily in and managing a portfolio of single-tenant, operationally essential real estate throughout the U.S. that is generally leased on a long-term, triple-net basis to tenants operating within predominantly retail, but also office and industrial property types. Single tenant, operationally essential real estate generally refers to free-standing, commercial real estate facilities where tenants conduct activities that are essential to the generation of their sales and profits.The Company began operations through a predecessor legal entity in 2003.
The Company’s operations are generally carried out through Spirit Realty, L.P. (the "Operating Partnership") and its subsidiaries. Spirit General OP Holdings, LLC ("OP Holdings"), one of the Corporation's wholly-owned subsidiaries, is the sole general partner and owns approximately 1% of the Operating Partnership. The Corporation and a wholly-owned subsidiary ("Spirit Notes Partner, LLC") are the only limited partners and together own the remaining 99% of the Operating Partnership.
On August 3, 2017, the Company announced a proposed Spin-Off of almost all of its interests in properties leased to Shopko, assets that collateralize Master Trust 2014 and other additional assets into an independent, publicly traded REIT, Spirit MTA REIT, or SMTA. Transaction costs associated with the spin off for the year ended December 31, 2017 totaled $6.4 million, and are included within transaction costs on the accompanying consolidated statements of operations.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting and Principles of Consolidation
The accompanying consolidated financial statements of the Company and the Operating Partnership have been prepared on the accrual basis of accounting, in accordance with GAAP. The consolidated financial statements of the Company include the accounts of the Corporation and its wholly-owned subsidiaries. The consolidated financial statements of the Operating Partnership include the accounts of the Operating Partnership and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
All expenses incurred by the Company have been allocated to the Operating Partnership in accordance with the Operating Partnership's first amended and restated agreement of limited partnership, which management determined to be a reasonable method of allocation. Therefore, expenses incurred would not be materially different if the Operating Partnership had operated as an unaffiliated entity.
The Company has formed numerous special purpose entities to acquire and hold real estate encumbered by indebtedness (see Note 4). Each special purpose entity is a separate legal entity and is the sole owner of its assets and responsible for its liabilities. The assets of these special purpose entities are not available to pay, or otherwise satisfy obligations to, the creditors of any affiliate or owner of another entity unless the special purpose entities have expressly agreed and are permitted under their governing documents. As of December 31, 2017 and 2016, net assets totaling $2.78 billion and $2.95 billion, respectively, were held, and net liabilities totaling $2.63 billion and $2.26 billion, respectively, were owed by these encumbered special purpose entities and are included in the accompanying consolidated balance sheets.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Segment Reporting
The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments.
Real Estate Investments
Carrying Value of Real Estate Investments
The Company’s real estate properties are recorded at cost and depreciated using the straight-line method over the estimated remaining useful lives of the properties, which generally range from 20 to 50 years for buildings and improvements and from 5 to 20 years for land improvements. Portfolio assets classified as “held for sale” are not depreciated. Properties classified as “held for sale” are recorded at the lower of their carrying value or their fair value, less anticipated selling costs.
Purchase Accounting and Acquisition of Real Estate
When acquiring a property, the purchase price (including acquisition and closing costs) is allocated to land, building, improvements and equipment based on their relative fair values. For properties acquired with in-place leases, the purchase price of real estate is allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values. In making estimates of fair values for this purpose, a number of sources are used, including independent appraisals and information obtained about each property as a result of pre-acquisition due diligence and marketing and leasing activities.
Lease Intangibles
Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above or below-market leases. For real estate acquired subject to existing lease agreements, in-place lease intangibles are valued based on the Company’s estimate of costs related to acquiring a tenant and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease.
In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below market lease intangibles are amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if the Company believes it is likely the tenant will exercise the renewal option. If the Company believes it is likely a lease will terminate early, the unamortized portion of any related lease intangible is immediately recognized in impairment loss in the Company’s consolidated statements of operations.
Investment in Direct Financing Leases
For real estate property leases classified as direct financing leases, the building portion of the lease is accounted for as a direct financing lease, while the land portion is accounted for as operating leases when certain criteria are met. For direct financing leases, the Company records an asset which represents the net investment that is determined by using the aggregate of the total amount of future minimum lease payments, the estimated residual value of the leased property and deferred incremental direct costs less unearned income. Income is recognized over the life of the lease to approximate a level rate of return on the net investment. Residual values, which are reviewed annually, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased property. Actual residual values realized could differ from these estimates. The Company evaluates the collectability of future minimum lease payments on each direct financing lease primarily through the evaluation of payment history and the underlying creditworthiness of the tenant. There were no amounts past due as of December 31, 2017 and 2016. The Company’s direct financing leases are evaluated individually for the purpose of determining if an allowance is needed. Any write-down of an estimated residual value is recognized as an impairment loss in the current period and earned

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

income adjusted prospectively. The Company's direct financing leases were acquired in connection with the Merger. There were no impairment losses on direct financing leases during the years ended December 31, 2017 and 2016. There were $4.8 million in impairment losses related to two direct financing leases during the year ended December 31, 2015.
Impairment
The Company reviews its real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers factors such as expected future undiscounted cash flows, estimated residual value, market trends (such as the effects of leasing demand and competition) and other factors in making this assessment. An asset is considered impaired if its carrying value exceeds its estimated undiscounted cash flows and the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows and fair values are highly subjective and such estimates could differ materially from actual results. Key assumptions used in estimating future cash flows and fair values include, but are not limited to, revenue growth rates, interest rates, discount rates, capitalization rates, lease renewal probabilities, tenant vacancy rates and other factors.
Revenue Recognition
The Company primarily leases real estate to its tenants under long-term, triple-net leases that are classified as operating leases. Lease origination fees are deferred and amortized over the related lease term as an adjustment to rental revenue. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Under certain leases, tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recorded on a gross basis in instances when our tenants reimburse us for property costs which we incur.Tenant receivables are carried net of the allowances for uncollectible amounts.
The Company’s leases generally provide for rent escalations throughout the lease terms. For leases that provide for specific contractual escalations, rental revenue is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accordingly, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight-line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the initial term of the leases. The accrued rental revenue representing this straight-line adjustment is subject to an evaluation for collectability, and the Company records a provision for losses against rental revenues if collectability of these future rents is not reasonably assured. Leases that have contingent rent escalators indexed to future increases in the CPI may adjust over a one-year period or over multiple-year periods. Generally, these escalators increase rent at the lesser of (a) 1 to 2 times CPI over a specified period, (b) a fixed percentage, or (c) a fixed schedule. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have occurred.
Some of the Company’s leases also provide for contingent rent based on a percentage of the tenant’s gross sales. For contingent rentals that are based on a percentage of the tenant’s gross sales, the Company recognizes contingent rental revenue when the change in the factor on which the contingent lease payment is based actually occurs.
The Company suspends revenue recognition if the collectability of amounts due pursuant to a lease is not reasonably assured or if the tenant’s monthly lease payments become more than 60 days past due, whichever is earlier.
Lease termination fees are included in other income on the Company’s consolidated statements of operations and are recognized when there is a signed termination agreement and all of the conditions of the agreement have been met. The Company recorded lease termination fees of $5.0 million, $7.3 million and $5.8 million during the years ended December 31, 2017, 2016 and 2015, respectively.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Goodwill
Goodwill arises from business combinations and represents the excess of the cost of an acquired entity over the net fair value amounts that were assigned to the identifiable assets acquired and the liabilities assumed. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company did not record any impairment on its existing goodwill for the years ended December 31, 2017, 2016 and 2015.
Prior to the Company's adoption of ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, on January 1, 2017 on a prospective basis, when the Company disposed of a real estate asset that constituted a business under GAAP, a portion of goodwill was allocated to the carrying value of the real estate asset considered to be a business to determine the gain or loss on the disposal. The portion of goodwill allocated was derived from the proportionate fair value of the business to the fair value of the Company’s reporting unit. Goodwill related to real estate assets not previously classified as held for sale of $6.3 million and $12.7 million was written off during the years ended December 31, 2016 and 2015, respectively. Under the new guidance, the dispositions of properties generally no longer qualify as a disposition of a business and therefore no allocation of goodwill occurs when determining gain or loss on sale.
The following table presents a reconciliation of the Company’s goodwill from January 1, 2015 to December 31, 2017 (in thousands):
 Consolidated
Balance as of December 31, 2014$285,848
Goodwill allocated to dispositions of a business(21,498)
Balance as of December 31, 2015264,350
Goodwill allocated to dispositions of a business(10,010)
Balance as of December 31, 2016254,340
Goodwill allocated to dispositions of a business
Balance as of December 31, 2017$254,340
Allowance for Doubtful Accounts
The Company reviews its rent and other tenant receivables for collectability on a regular basis, taking into consideration changes in factors such as 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 tenant operates. In the event that the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. The Company provided for reserves for uncollectible amounts totaling $6.4$12.4 million and $11.5$6.4 million at December 31, 20162017 and 2015,2016, respectively, against accounts receivable balances of $25.3$27.2 million and $26.3$25.3 million, respectively. Receivables are recorded within deferred cost and other assets, net in the accompanying consolidated balance sheets. Receivables are written off against the reserves for uncollectible amounts when all possible means of collection have been exhausted.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

For deferred rental revenues related to the straight-line method of reporting rental revenue, the collectability review includes management’s estimates of amounts that will not be realized and an assessment of the risks inherent in the portfolio, giving consideration to historical experience and industry default rates for long-term receivables.experience. The Company established a reserve for losses of $7.7$1.8 million and $12.2$7.7 million at December 31, 20162017 and 2015,2016, respectively, against deferred rental revenue receivables of $71.1$81.6 million and $68.0$71.1 million, respectively. Deferred rental revenue receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets.
Loans Receivable
Loans receivable consists of mortgage loans, net of premium, and notes receivables. Interest on loans receivable is recognized using the effective interest rate method.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Impairment and Allowance for Loan Losses
The Company periodically evaluates the collectability of its loans receivable, including accrued interest, by analyzing the underlying property-level economics and trends, collateral value and quality, and other relevant factors in determining the adequacy of its allowance for loan losses. A loan is determined to be impaired when, in management’s judgment based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses are provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeds the estimated fair value of the underlying collateral less disposition costs. Delinquent loans receivable are written off against the allowance when all possible means of collection have been exhausted. As of December 31, 2016,2017, there was an allowance for loan losses on an unsecured noteloans receivable of $0.5$0.4 million compared toand a $0.3$0.5 million allowance for loan losses as of December 31, 2015.2016.
A loan is placed on non-accrual status when the loan has become 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on non-accrual status, interest income is recognized only when received. OneFive mortgage loans were on non-accrual status with a balance of $1.5 million as of December 31, 2017, compared to none as of December 31, 2016. No notes receivable were on non-accrual status as of December 31, 2017, compared to one note receivable was on non-accrual status with a balance of $0.5 million and $0.3 million as of December 31, 2016 and December 31, 2015, respectively, and no mortgage loans were on non-accrual status as of December 31, 2016 and December 31, 2015.2016.
Cash and Cash Equivalents
Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money market funds of major financial institutions with fund investments consisting of highly-rated money market instruments and other short-term instruments.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

Restricted Cash and Escrow Deposits
Restricted cash and deposits in escrow, classified within deferred costs and other assets, net in the accompanying consolidated balance sheets consisted of the following (in thousands):
December 31, 2016 December 31, 2015December 31, 2017 December 31, 2016
Collateral deposits (1)
$1,374
 $14,475
$1,751
 $2,044
Tenant improvements, repairs, and leasing commissions (2)
9,739
 8,362
8,257
 9,739
Master Trust Release (3)
14,412
 12,091
85,703
 14,412
1031 Exchange proceeds, net
 39,869
Loan impounds (4)
670
 1,025
Liquidity reserve (4)
5,503
 
Other (5)
644
 1,823
4,695
 644
$26,839
 $77,645
$105,909
 $26,839
(1) Funds held in reserve by lenders which can be applied at their discretionlender controlled accounts generally used to meet future debt service or certain property operating expenses. Balance changes are reflected in financing activities within the repaymentconsolidated statements of debt (any funds remaining on deposit after the debt is paid in full are released to the borrower).cash flows.
(2) Deposits held as additional collateral support by lenders to fund improvements, repairs and leasing commissions incurred to secure a new tenant. Balance changes are reflected in financing activities within the consolidated statements of cash flows.
(3) Proceeds from the sale of assets pledged as collateral under the Spirit Master Funding Program, which are held on deposit until a qualifying substitution is made or the funds are applied as prepayment of principal. Balance changes are reflected in investing activities within the consolidated statements of cash flows.
(4) FundsLiquidity reserve cash was placed on deposit in conjunction with issuance of additional series of notes under Master Trust 2014 in December 2017 and is held until there is a cashflow shortfall as defined in lender controlled accounts generally used to meet future debt servicethe Master Trust 2014 agreements or a liquidation of Master Trust 2014 occurs. Additionally, the liquidity reserve can be released upon achieving certain property operating expenses.performance criteria. Balance changes are reflected in financing activities within the consolidated statements of cash flows.
(5)Funds held in lender controlled accounts released after scheduled debt service requirements are met. Balance changes are reflected in operating activities within the consolidated statements of cash flows.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Accounting for Derivative Financial Instruments and Hedging Activities
The Company utilizes derivative instruments such as interest rate swaps and caps for purposes of hedging exposures to fluctuations in interest rates associated with certain of its financing transactions. At the inception of a hedge transaction, the Company enters into a contractual arrangement with the hedge counterparty and formally documents the relationship between the derivative instrument and the financing transaction being hedged, as well as its risk management objective and strategy for undertaking the hedge transaction. At inception and at least quarterly thereafter, a formal assessment is performed to determine whether the derivative instrument has been highly effective in offsetting changes in cash flows of the related financing transaction and whether it is expected to be highly effective in the future.
The fair value of the derivative instrument is recorded on the balance sheet as either an asset or liability. For derivatives designated as cash flow hedges, the effective portions of the corresponding change in fair value of the derivatives are recorded in AOCL within stockholders’ equity and partners' capital. Changes in fair value reported in other comprehensive income (loss) are reclassified to operations in the period in which operations are affected by the underlying hedged transaction. Any ineffective portions of the change in fair value are recognized immediately in general and administrative expense. The amounts paid or received on the hedge are recognized as adjustments to interest expense (see Note 5).
Income Taxes
The Company has elected to be taxed as a REIT under the Code. As a REIT, the Company generally will not be subject to federal income tax provided it continues to satisfy certain tests concerning the Company’s sources of income, the nature of its assets, the amounts distributed to its stockholders, and the ownership of Company stock. Management believes the Company has qualified and will continue to qualify as a REIT and therefore, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Even if the Company qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income tax and excise tax on its undistributed income. Taxable income from non-REIT activities managed through any of the Company’s taxable REIT subsidiaries is subject to federal, state, and local taxes, which are not material.
The Operating Partnership is a partnership for federal income tax purposes. Partnerships are pass-through entities and are not subject to U.S. federal income taxes, therefore no provision has been made for federal income taxes in

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

the accompanying financial statements. Although most states and cities where the Operating Partnership operates follow the U.S. federal income tax treatment, there are certain jurisdictions such as Texas, Tennessee and Ohio that impose income or franchise taxes on a partnership.
Franchise taxes are included in general and administrative expenses on the accompanying consolidated statements of operations.
Earnings Per Share and UnitTerm Loan
The Company’s unvested restricted common stock, which contains non-forfeitable rights to receive dividends, are considered participating securities requiring the two-class method of computing earnings per share and unit. Under the two class method, earnings attributable to unvested restricted shares are deducted from income (loss) from continuing operations in the computation of net income (loss) attributable to common stockholders. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on their respective weighted average shares outstanding during the period. Under the terms of the Amended Incentive Award Plan and the related restricted stock awards (see Note 13), losses are not allocated to participating securities including undistributed losses as a result of dividends declared exceeding net income. The Company uses income or loss from continuing operations as the basis for determining whether potential common shares are dilutive or anti-dilutive and undistributed net income or loss as the basis for determining whether undistributed earnings are allocable to participating securities.
Fair Value Measurements
The fair value measurement framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The fair value hierarchy is based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:
Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.
Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
LevelOn November 3, – Inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. These types of inputs include the Company's own assumptions.
Unaudited Interim Information
The consolidated quarterly financial data in Note 16 is unaudited. In the opinion of management, this financial information reflects all adjustments necessary for a fair presentation of the respective interim periods. All such adjustments are of a normal recurring nature.
New Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or the SEC that are adopted by the Company as of the specified effective date.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606. This new guidance establishes a principles-based approach for accounting for revenue from contracts with customers and is effective for annual reporting periods beginning after December 15, 2017, with early application permitted for annual reporting periods beginning after December 15, 2016. In evaluating the impact of this new standard, the Company identified that lease contracts covered by Topic 840, Leases, are excluded from the scope of this new guidance. As such, while2015, we are still evaluating the effects of ASU 2014-09, we anticipate the most significant impact of the new guidance will relate to the Company's presentation of tenant reimbursement revenue, which will require evaluation to determine if there are non-lease components which should be accounted for under ASU 2014-09. Further, we do not expect a

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

significant impact on the accounting for sales of real estate assets under the new guidance. While the Company continues to assess all potential impacts of the new standard, we do not currently expect that the adoption of this guidance will have a material impact on our revenues, results of operations or financial position. The Company plans to adopt the new revenue recognition standard effective January 1, 2018 under the modified retrospective method.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for the fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified restrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies many aspects of accounting for share-based payment transactions under ASC Topic 718, Compensation - Stock Compensation, including income tax consequences, classification of awards as either equity or liability, forfeiture rate calculations and classification on the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for all entities. The Company plans to adopt this new guidance effected January 1, 2017 and will make an accounting policy election to recognize stock-based compensation forfeitures as they occur.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which requires more timely recognition of credit losses associated with financial assets. ASU 2016-13 requires financial assets (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which addresses specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted for all entities. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. As a result, restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance is to be applied retrospectively. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which narrows the definition of a business. The Company plans to early adopt the guidance effective January 1, 2017 and application will be on a prospective basis. Under the new guidance, acquisitions of a property with an in-place lease generally will no longer be accounted for as an acquisition of a business, but instead as an asset acquisition, meaning the transaction costs of these acquisitions will now be capitalized instead of expensed. Further, dispositions of properties generally no longer qualify as a disposition of a business and therefore will not be allocated goodwill.
Note 3. Investments
Real Estate Investments
As of December 31, 2016, the Company’s gross investment in real estate properties and loans totaled approximately $8.2 billion, representing investments in 2,615 properties, including 74 properties securing mortgage loans. The gross investment is comprised of land, buildings, lease intangible assets and lease intangible liabilities, as adjusted for any

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

impairment, and the carrying amount of loans receivable, real estate assets held under direct financing leases and real estate assets held for sale. The portfolio is geographically dispersed throughout 49 states with only one state, Texas, with a real estate investment of 12.4%, accounting for more than 10.0% of the total dollar amount of the Company’s real estate investment portfolio.
During the years ended December 31, 2016 and 2015, the Company had the following real estate and loan activity, net of accumulated depreciation and amortization:
 Number of Properties Dollar Amount of Investments
 Owned Financed Total Owned Financed Total
      
 (In Thousands)
Gross balance, December 31, 20142,364
 145
 2,509
 $7,934,072
 $109,425
 $8,043,497
Acquisitions/improvements (1)
232
 
 232
 886,252
 4,020
 890,272
Dispositions of real estate (2)
(110) 
 (110) (543,935) 
 (543,935)
Principal payments and payoffs
 (1) (1) 
 (6,650) (6,650)
Impairments
 
 
 (70,231) (324) (70,555)
Write-off of gross lease intangibles
 
 
 (7,302) 
 (7,302)
Loan premium amortization and other(1) 
 (1) (171) (2,468) (2,639)
Gross balance, December 31, 20152,485
 144
 2,629
 8,198,685
 104,003
 8,302,688
Acquisitions/improvements (1)
269
 
 269
 711,510
 
 711,510
Dispositions of real estate (2)
(213) 
 (213) (598,662) 
 (598,662)
Principal payments and payoffs
 (70) (70) 
 (34,955) (34,955)
Impairments
 
 
 (88,073) (176) (88,249)
Write-off of gross lease intangibles
 
 
 (42,307) 
 (42,307)
Loan premium amortization and other
 
 
 (77) (2,294) (2,371)
Gross balance, December 31, 20162,541
 74
 2,615
 $8,181,076
 $66,578
 $8,247,654
Accumulated depreciation and amortization      (1,158,608) 
 (1,158,608)
Other non-real estate assets held for sale      1,289
 
 1,289
Net balance, December 31, 2016      $7,023,757
 $66,578
 $7,090,335
(1)
Includes investments of $20.5 million and $9.2 million, respectively, in revenue producing capitalized expenditures, as well as $6.6 million and $1.0 million, respectively, of non-revenue producing capitalized expenditures for the years ended December 31, 2016 and 2015.
(2)
The total accumulated depreciation and amortization associated with dispositions of real estate was $126.4 million and $109.1 million, respectively, for the years ended December 31, 2016 and 2015.


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

Scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases (including realized rent increases occurring after January 1, 2017) are as follows (in thousands):
 December 31,
2016
2017$617,717
2018610,284
2019590,490
2020570,766
2021541,961
Thereafter4,183,771
Total future minimum rentals$7,114,989
Because lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum rentals do not include any contingent rentals based on a percentage of the lessees’ gross sales or lease escalations based on future changes in the CPI or other stipulated reference rate.
Loans Receivable
The following table details loans receivable, net of premium and allowance for loan losses (in thousands):
 December 31,
2016
 December 31,
2015
Mortgage loans - principal$55,410
 $90,096
Mortgage loans - premium, net of amortization7,194
 9,986
    Mortgages loans, net62,604
 100,082
Other note receivables - principal4,474
 4,245
Allowance for loan losses(500) (324)
     Other note receivables3,974
 3,921
Total loans receivable, net$66,578
 $104,003
As of December 31, 2016 and 2015, the Company held a total of 8 and 78, respectively, first-priority mortgage loans (representing loans to 4 and 7 borrowers, respectively). These mortgage loans are secured by single-tenant commercial properties and generally have fixed interest rates over the term of the loans. There are 3 other notes receivable, one $3.7 million note is secured by tenant assets and stock and the other two are unsecured.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

Lease Intangibles, Net
The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands):
 December 31,
2016
 December 31,
2015
In-place leases$624,723
 $649,182
Above-market leases88,873
 98,056
Less: accumulated amortization(243,320) (220,520)
Intangible lease assets, net$470,276
 $526,718
    
Below-market leases$236,008
 $238,039
Less: accumulated amortization(53,688) (44,136)
Intangible lease liabilities, net$182,320
 $193,903
The amounts amortized as a net increase to rental revenue for capitalized above and below-market leases was $6.6 million, $5.8 million and $6.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. The value of in-place leases amortized and included in depreciation and amortization expense was $46.4 million, $49.9 million and $53.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. The remaining weighted average amortization period for in-place leases, above-market leases, below-market leases and in total was 14.6 years, 10.3 years, 18.5 years and 11.2 years, respectively, as of December 31, 2016. The remaining weighted average amortization period for in-place leases, above-market leases, below-market leases and in total was 15.1 years, 10.8 years, 19.7 years and 11.4 years, respectively, as of December 31, 2015. During the year ended December 31, 2016, the Company acquired in-place lease intangible assets of $38.8 million, above-market lease intangible assets of $1.0 million and below-market lease intangible liabilities of $14.1 million.
Based on the balance of intangible assets and liabilities at December 31, 2016, the net aggregate amortization expense for the next five years and thereafter is expected to be as follows (in thousands):
2017$32,860
201833,261
201930,998
202028,811
202126,261
Thereafter135,765
Total future minimum rentals$287,956
Real Estate Assets Under Direct Financing Leases
The components of real estate investments held under direct financing leases were as follows (in thousands):
 December 31,
2016
 December 31, 2015
Minimum lease payments receivable$9,456
 $12,702
Estimated residual value of leased assets35,640
 43,789
Unearned income(9,091) (12,167)
Real estate assets under direct financing leases, net$36,005
 $44,324

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

Real Estate Assets Held for Sale
The Company is continually evaluating the portfolio of real estate assets and may elect to dispose of assets considering criteria including, but not limited to, tenant concentration, tenant credit quality, unit financial performance, local market conditions and lease rates, associated indebtedness, asset location, tenant operation type (e.g., industry, sector, or concept/brand). Real estate assets held for sale are expected to be sold to within twelve months. The following table shows the activity in real estate assets held for sale for the years ended December 31, 2016 and 2015:
 Number of Properties Carrying Value
 (In Thousands)
Balance, December 31, 201424
 $119,046
Transfers from real estate investments60
 192,311
Sales(48) (227,098)
Transfers to real estate investments held and used
 
Balance, December 31, 201536
 84,259
Transfers from real estate investments72
 223,457
Sales(59) (126,100)
Transfers to real estate investments held and used(5) (21,046)
Balance, December 31, 201644
 160,570
Impairments
The following table summarizes total impairment losses recognized in continuing and discontinued operations on the accompanying consolidated statements of operations (in thousands):
 Years Ended December 31,
 2016 2015 2014
Real estate and intangible asset impairment$80,390
 $68,565
 $42,307
Write-off of lease intangibles due to lease terminations, net7,683
 1,666
 (4,820)
Loans receivable impairment176
 324
 
Total impairments from real estate investment net assets88,249
 70,555
 37,487
Other impairment26
 174
 528
Total impairment loss in continuing and discontinued operations$88,275
 $70,729
 $38,015
Note 4. Debt
The debt of the Company andTerm Loan Agreement among the Operating Partnership areas borrower, the same, except for the presentation of the Convertible Notes. The Convertible Notes were issued by the Company. Subsequently, an intercompany note between the CompanyCorporation as guarantor and the Operating Partnership was executed with terms identicallenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at our option pursuant to those of the Convertible Notes. Therefore, in the consolidated balance sheet of the Operating Partnership, the amounts relatedtwo one-year extension options, subject to the Convertible Notes are reflected as notes payablesatisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to Spirit Realty Capital, Inc., net. The Company's debt is summarized below:
 
2016
Weighted Average Effective
Interest Rates
(1)
 
2016
Weighted Average Stated Rates
(2)
 
2016
Weighted Average Maturity
(3)
 December 31, 2016 December 31, 2015
       (In Thousands)
2015 Credit Facility4.17% 2.10% 2.2 $86,000
 $
Term Loan2.25% 1.91% 1.8 420,000
 325,000
Master Trust Notes5.59% 5.03% 6.2 1,672,706
 1,692,094
CMBS - fixed-rate5.21% 5.70% 3.8 528,427
 1,360,215
CMBS - variable-rate (4)

 
  
 61,758
Convertible Notes5.31% 3.28% 3.3 747,500
 747,500
Unsecured Senior Notes4.60% 4.45% 9.7 300,000
 
Total debt5.13% 4.46% 5.0 3,754,633
 4,186,567
Debt discount, net      (52,894) (52,203)
Deferred financing costs, net (5)
      (37,111) (41,577)
Total debt, net      $3,664,628
 $4,092,787
(1)The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs, facility fees and non-utilization fees, where applicable, calculated for the year ended December 31, 2016.
(2) Represents the weighted average stated interest rate based on the outstanding principal balance as of December 31, 2016.
(3) Represents the weighted average maturity based on the outstanding principal balance as of December 31, 2016.
(4) Variable-rate notes were predominantly hedged with interest rate swaps (see Note 5).
(5) The Company records deferred financing costs for the 2015 Credit Facility in deferred costs and other assets, net on its consolidated balance sheets.
Revolving Credit Facilities
2015 Credit Facility
On March 31, 2015, the Operating Partnership entered into the Credit Agreement that established a newbe increased to up to $600.0 million, unsecured creditsubject to obtaining additional lender commitments. In December 2015, upon obtaining additional lender commitments, we increased the term facility and terminated its secured $400.0from $325.0 million 2013 Credit Facility. to $370.0 million. On December 19, 2016, we increased the term facility from $370.0 million to $420.0 million.
The 2015 Credit Facility matures on March 31, 2019 (extendibleTerm Loan Agreement provides that borrowings bear interest at either LIBOR plus 1.35% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum, at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements) and includes an accordion feature to increaseelection. In each case, the committed facility size up to $1.0 billion, subject to satisfying certain requirements and obtaining additional lender commitments. On April 27, 2016, the Company expanded the borrowing capacity under the 2015 Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The 2015 Credit Facility also includes a $50.0 million sub-limit for swing-line loans and up to $60.0 million available for issuance of letters of credit. Swing-line loans and letters of credit reduce availability under the 2015 Credit Facility on a dollar-for-dollar basis. On November 3, 2015, the Company entered into a first amendment to the Credit Agreement. The amendment conforms certain of the terms and covenants to those in the Term Loan Agreement, including limiting the requirement of subsidiary guaranties to material subsidiaries (as defined) meeting certain conditions. At December 31, 2016, there were no subsidiaries meeting this requirement.
Borrowings bear interest at either a specified base rate of LIBOR plus an applicable margin atis determined based upon the Operating Partnership's option. PerCorporation’s leverage ratio. If the amendment, the Operating Partnership’s election to change the grid pricing from leverage based to credit rating based pricing initially requiredCorporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- or better from S&P or Fitch, Inc. or Baa3 or better from Moody’s.Moody's, the Operating Partnership may make an irrevocable election to have the margin based upon the Corporation's credit ratings. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

updated upgraded to a BBB-corporateBBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leverage based pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, the 2015 Credit Facility bearsborrowings will bear interest at a rate equal toeither LIBOR plus 0.875%0.90% to 1.55%1.75% per annum or a specified base rate plus 0.0% to 0.55% and requires a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30%0.75% per annum, in each case depending on the Corporation'sCorporation’s credit rating.ratings. As of December 31, 2016,2017, the 2015 Credit FacilityTerm Loan bore interest at LIBOR plus 1.25%1.35% based on the Company'sour credit rating and incurred a facility fee of 0.25% per annum.rating.

The Operating Partnership may voluntarily prepay the 2015 Credit Facility,Term Loan, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any.fees. Amounts prepaid may be subsequently re-borrowed within 30 days. Payment of the 2015 Credit FacilityTerm Loan is unconditionally guaranteed by the Corporation and, under certain circumstances, by one or more material subsidiaries that meet certain conditions (as defined in the CreditTerm Loan Agreement). of the Corporation. The 2015 Credit Facility isobligations of the Operating Partnership and any guarantor under the Term Loan are full recourse to the Operating PartnershipCorporation and the aforementioned guarantors.
As a result of entering into the 2015 Credit Facility and expanding the borrowing capacity, the Company incurred origination costs of $4.8 million. These deferred financing costs are being amortized to interest expense over the remaining initial term of the 2015 Credit Facility. The unamortized deferred financing costs relating to the 2015 Credit Facility were $2.9 million and $3.2 million, at December 31, 2016 and 2015, respectively, and were recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets.each guarantor.
As of December 31, 2016, $86.0 million was outstanding, there was $714.02017, the Term Loan provided $420.0 million of borrowing capacitycapacity. Amounts available for borrowing under the 2015 Credit FacilityTerm Loan remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of indebtedness of unconsolidated affiliates, net of certain cash and no outstanding letterscash equivalents, to total asset value) of credit.0.60:1.00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions;
Minimum fixed charge coverage ratio (defined as consolidated EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates to fixed charges) of 1.50:1.00;
Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents to total asset value) of 0.50:1:00;
Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties to unsecured interest expense) of 1.75:1.00;
Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions; and
Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.
In addition, the Term Loan Agreement includes other customary affirmative and negative covenants, including (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all or substantially all assets; (iv) maintenance of status as a REIT and listing on a national securities exchange; and (v) material modifications to organizational documents. The Operating Partnership's ability to borrow under the 2015 Credit FacilityTerm Loan Agreement is subject to ongoingcontinued compliance with a numberall of customary financialthe covenants and other customary affirmative and negative covenants. described above.
As of December 31, 2016,2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
2013 Credit FacilitySenior Unsecured Notes
On August 18, 2016, the Operating Partnership completed a private placement of $300.0 million aggregate principal amount senior notes through a Rule 144A offering with registration rights, which are guaranteed by the Corporation. The Senior Unsecured Notes were issued at 99.378% of their principal amount, resulting in net proceeds of $296.2 million after deducting transaction fees and expenses. The Senior Unsecured Notes accrue interest at a rate of 4.450% per year, payable on March 15 and September 15 of each year, until the maturity date of September 15, 2026. The Company filed a registration statement with the SEC to exchange the private Senior Unsecured Notes for registered Senior Unsecured Notes with substantially identical terms, which became effective April 14, 2017. All $300.0 million aggregate principal amount of private Senior Unsecured Notes were tendered in the exchange for registered Senior Unsecured Notes.
The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed on or after June 15, 2026 (three months prior to the maturity date of the Senior Unsecured Notes), the redemption price will not include a make-whole premium.  

In connection with the issuance of the Senior Unsecured Notes, the Corporation and Operating Partnership remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness, to total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles) of 0.60:1.00;
Minimum unencumbered asset coverage ratio (defined as total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles, to consolidated total unsecured indebtedness) of 1.50:1:00;
Maximum secured indebtedness leverage ratio (defined as consolidated total secured indebtedness, to total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles) of 0.40:1.00; and
Minimum fixed charge coverage ratio (defined as consolidated income available for debt service, to the annual service charge) of 1.50:1.0.
In addition, the Senior Unsecured Notes Agreement includes other customary affirmative and negative covenants, including (i) maintenance of status as a REIT; (ii) payment of all taxes, assessments and governmental charges levied on the REIT; (iii) reporting on financial information; and (iv) maintenance of properties and property insurance.
As of December 31, 2015,2017, the secured 2013Corporation and the Operating Partnership were in compliance with these financial covenants.
CMBS
We may use long-term, fixed-rate debt to finance our properties. In such events, we generally seek to use asset level financing that bears annual interest less than the annual rent on the related lease(s) and that matures prior to the expiration of such lease(s). In general, the obligor of our asset level debt is a special purpose entity that holds the real estate and other collateral securing the indebtedness. Each special purpose entity is a bankruptcy remote separate legal entity, and is the sole owner of its assets and solely responsible for its liabilities other than typical non-recurring covenants.
As of December 31, 2017, we had 12 loans with approximately $332.6 million of outstanding principal balances under our fixed rate CMBS loans, with a weighted average contractual interest rate of 5.81% and a weighted average maturity of 4.6 years. Approximately one-third of this debt is partially amortizing and requires a balloon payment at maturity. These balances include six separate fixed-rate CMBS loans that are in default due to the underperformance of the eight properties that secure them. As of December 31, 2017, the aggregate principal balance under the defaulted CMBS loans was $64.3 million, including $13.2 million of default interest added to principal, and is discussed further below. Excluding these six loans, the outstanding principal obligations under our CMBS fixed-rate loans as of December 31, 2017 was $268.3 million.
The table below shows the outstanding principal obligations, including amortization, of these CMBS fixed rate loans as of December 31, 2017 and the year in which the loans mature (dollars in thousands). The information displayed in the table excludes amounts and interest rates related to the defaulted loans and the eight properties securing them.
Year of MaturityNumber of Loans Number of Properties Stated Interest Rate Range Weighted Average Stated Rate Scheduled Principal Balloon Total
              
2018
 
 0 % $3,692
 $
 $3,692
2019
 
  
 3,905
 
 3,905
2020
 
  
 4,100
 
 4,100
2021
 
  
 4,365
 
 4,365
20221
 12
 4.67% 4.67
 4,617
 42,400
 47,017
Thereafter5
 88
 5.23%-6.00% 5.48
 7,276
 197,980
 205,256
Total6
 100
   5.35% $27,955
 $240,380
 $268,335


CMBS Liquidity Matters
As of December 31, 2017, we are in default on six separate CMBS loans due to the underperformance of the properties securing these loans. The wholly-owned special purpose entities subject to these mortgage loans are separate legal entities and the sole owner of their assets and responsible for their liabilities. The aggregate outstanding principal balance of these loans, including capitalized interest, totaled $64.3 million. We believe the value of these properties is less than the related debt. As a result, we have notified the lenders of each special purpose entity that we anticipate either surrendering these properties to the lenders or selling them in certain instances in exchange for relieving the indebtedness, including any accrued interest and accrued or unpaid property expenses, encumbering them.
The following table provides key elements of the defaulted mortgage loans (dollars in thousands):
IndustryProperties Net Book Value Monthly Base Rent Pre-Default Outstanding Principal 
Capitalized Interest (1)
 Total Debt Outstanding 
Restricted Cash (2)
 Stated Rate Default Rate 
Accrued Interest (1)
                    
Manufacturing2 $3,618
 $16
 $5,460
 $11,354
 $16,814
 $
 5.85% 9.85% $143
Sporting Goods1 3,070
 
 6,321
 429
 6,750
 453
 5.62
 10.62
 80
Consumer Electronics1 3,021
 
 8,592
 592
 9,184
 286
 5.87
 9.87
 62
Multi-Tenant Retail1 12,580
 95
 17,250
 398
 17,648
 575
 5.53
 7.53
 78
Sporting Goods2 3,457
 
 9,625
 310
 9,935
 
 4.39
 9.39
 78
Sporting Goods1 2,010
 
 3,853
 128
 3,981
 169
 4.65
 9.65
 33

8 $27,756
 $111
 $51,101
 $13,211
 $64,312
 $1,483
 5.44% 9.21% $474
(1) Interest capitalized to principal that remains unpaid.
(2) Represents restricted cash controlled by the lender that may be applied to reduce the outstanding principal balance.
Debt Maturities
Future principal payments due on our various types of debt outstanding as of December 31, 2017 (in thousands):
 Total 2018 2019 2020 2021 2022 Thereafter
              
Revolving Credit Facility112,000
 
 112,000
 
 
 
 
Master Trust Notes2,248,504
 163,185
 40,230
 410,713
 237,790
 969,020
 427,566
CMBS - fixed-rate (1)
332,647
 68,004
 3,905
 4,100
 4,365
 47,017
 205,256
Convertible Notes747,500
 
 402,500
 
 345,000
 
 
Unsecured Senior Notes300,000
 
 
 
 
 
 300,000
 $3,740,651
 $231,189
 $558,635
 $414,813
 $587,155
 $1,016,037
 $932,822
(1) The CMBS - fixed-rate payment balance in 2018 includes $64.3 million, including $13.2 million of capitalized interest, for the acceleration of principal payable following an event of default under 6 separate CMBS loans with stated maturities in 2018.

Contractual Obligations
The following table provides information with respect to our commitments as well as potential acquisitions under contract as of December 31, 2017, the table does not reflect available debt extensions (in thousands):
  Payment due by period
          More than
    Less than 1 1-3 years 3-5 years 5 years
Contractual Obligations Total Year (2018) (2019-2020) (2021-2022) (after 2022)
           
Debt - Principal $3,740,651
 $231,189
 $973,448
 $1,603,192
 $932,822
Debt - Interest (1) (3)
 795,950
 170,252
 288,219
 192,452
 145,027
Acquisitions Under Contract (2)
 29,281
 29,281
 
 
 
Capital Improvements 34,128
 30,203
 2,525
 1,400
 
Operating Lease Obligations 43,842
 3,157
 6,356
 6,312
 28,017
Total $4,643,852
 $464,082
 $1,270,548
 $1,803,356
 $1,105,866
(1) Excludes interest on defaulted mortgage loans.
(2) Contracts contain standard cancellation clauses contingent on results of due diligence.
(3) Debt - Interest has been calculated based on outstanding balances as of December 31, 2017 through their respective maturity dates and excludes unamortized non-cash deferred financing costs of $39.6 million, unamortized debt discount of $61.4 million and any interest due on defaulted mortgage loans, including $0.5 million accrued as of December 31, 2017.
Distribution Policy
Distributions from our current or accumulated earnings are generally classified as ordinary income, whereas distributions in excess of our current and accumulated earnings, to the extent of a stockholder’s federal income tax basis in our common stock, are generally classified as a return of capital. Under the 2017 Tax Legislation, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Distributions in excess of a stockholder’s federal income tax basis in our common stock are generally characterized as capital gain.
We are required to distribute 90% of our taxable income (subject to certain adjustments and excluding net capital gain) on an annual basis to maintain qualification as a REIT for federal income tax purposes and are required to pay federal income tax at regular corporate rates to the extent we distribute less than 100% of our taxable income (including capital gains).
We intend to make distributions that will enable us to meet the distribution requirements applicable to REITs and to eliminate or minimize our obligation to pay corporate-level federal income and excise taxes.
Any distributions will be at the sole discretion of our Board of Directors, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, FFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as our Board of Directors deems relevant.

Cash Flows
Comparison of Years Ended December 31, 2017 and 2016
The following table presents a summary of our cash flows for the years ended December 31, 2017 and 2016 (in thousands):
 Years Ended
 December 31,
 2017 2016 Change
Net cash provided by operating activities$386,393
 $361,409
 $24,984
Net cash provided by (used in) investing activities82,942
 (117,251) 200,193
Net cash used in financing activities(470,596) (255,889) (214,707)
Net (decrease) increase in cash and cash equivalents$(1,261) $(11,731) $10,470
As of December 31, 2017, we had $8.8 million of unrestricted cash and cash equivalents as compared to $10.1 million as of December 31, 2016.
Operating Activities
Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.
The increase in net cash provided by operating activities was primarily attributable to a decrease in costs associated with debt extinguishment of $22.9 million due to a lower volume of mortgage debt being extinguished, a decrease in cash paid for interest of $18.4 million related to the lower level of outstanding mortgage debt, and reduced restructuring charge payments of $11.3 million as restructuring activities were finalized in 2016, offset by a decrease in cash revenue of $19.1 million and increases in property costs of $5.8 million related to reimbursable and non-reimbursable property taxes, and G&A costs of $3.6 million.
The decrease in revenue was primarily attributable to the disposition of 192 properties, representing a gross investment in real estate during the year ended December 31, 2017 of $510.9 million, partially offset by the acquisition of 39 properties, during the same period, with a real estate investment value totaling $323.0 million.
Investing Activities
Cash provided by (used in) investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.
Net cash provided by investing activities during 2017 included cash proceeds of $472.5 million from the disposition of 192 properties, offset by $279.9 million to fund the acquisition of 39 properties and capitalized real estate expenditures of $46.1 million and the transfer of sales proceeds to restricted cash accounts of $71.3 million . Net cash provided by investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $12.8 million and the investment in notes receivable of $5.0 million.
During the same period in 2016, net cash used in investing activities included $655.8 million to fund the acquisition of 269 properties and capitalized real estate expenditures of $27.1 million partially offset by cash proceeds of $524.8 million from the disposition of 213 properties. Net cash used in investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $8.4 million, offset by the release of sales proceeds from restricted cash accounts of $2.3 million.
Financing Activities
Generally, our net cash used in financing activities is impacted by our common and preferred stock offerings and activity, including repurchases of our common stock under our Stock Repurchase Program, borrowings under our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.

Net cash used in financing activities during 2017 was primarily attributable to the repayment of the $420.0 million Term Loan, the payment of dividends to common and preferred equity owners of $341.7 million, the repurchase of 35,839,965 shares of the Company's outstanding common stock for $286.6 million and repayments of $221.3 million in mortgages and notes payable, offset by the issuance of 6.9 million shares of Class A Preferred Stock for net proceeds of $166.2 million, and debt issuances under our Spirit Master Funding Program of $618.6 million.
Net cash used in financing activities during 2016 was primarily attributable to the repayment of our indebtedness of $863.8 million and the payment of dividends to equity owners of $323.6 million, both of which were primarily funded from our operating cash flows, net borrowings under our Revolving Credit Facility was terminated and its outstanding borrowings were repaid withTerm Loan of $86.0 million and $95.0 million, respectively, net proceeds of $298.1 million from the issuance of $300.0 million aggregate principal Senior Unsecured Notes and the sale of an aggregate 40.8 million shares of our common stock in an underwritten public offering and under our ATM Program, generating net proceeds of $368.9 million and $77.7 million, respectively.
Comparison of Years Ended December 31, 2016 and 2015
The following table presents a summary of our cash flows for the years ended December 31, 2016 and 2015 Credit Facility. Properties securing this facility became unencumbered(in thousands):
 Years Ended
 December 31,
 2016 2015 Change
Net cash provided by operating activities$361,409
 $371,986
 $(10,577)
Net cash used in investing activities(117,251) (385,696) 268,445
Net cash provided by financing activities(255,889) (140,681) (115,208)
Net increase (decrease) in cash and cash equivalents$(11,731) $(154,391) $142,660
As of December 31, 2016, we had $10.1 million of cash and cash equivalents as compared to $21.8 million as of December 31, 2015.
Operating Activities
Our cash flows from operating activities are primarily dependent upon its termination. the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.
The 2013 Credit Facility's borrowing margindecrease in net cash provided by operating activities was LIBOR plus 2.50% based on the Company's leverage, withprimarily attributable to an unused fee of 0.35%. Upon terminating the 2013 Credit Facility, the Company recognizedincrease in debt extinguishment costs of $2.0$18.1 million, resultingrestructuring charge payments of $10.2 million, G&A costs of $6.9 million, payments to terminate interest rate swap agreements of $1.7 million and net changes in operating assets and liabilities of $7.2 million, partially offset by an increase in cash revenue of $12.9 million and a decrease in cash paid for interest of $27.4 million.
The increase in revenue was primarily attributable to the acquisition of 269 properties, representing a gross investment in real estate during the year ended December 31, 2016 totaling $704.9 million partially offset by the disposition of 213 properties during the same period with a real estate investment value of $598.7 million.
Investing Activities
Cash used in investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.
Net cash used in investing activities during 2016 included $655.8 million to fund the acquisition of 269 properties and capitalized real estate expenditures of $27.1 million partially offset by cash proceeds of $524.8 million from the write-offdisposition of 213 properties. Net cash used in investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $8.4 million, offset by the release of sales proceeds from restricted cash accounts of $2.3 million.
During the same period in 2015, net cash used in investing activities included $876.0 million to fund the acquisition of 232 properties and capitalized real estate expenditures of $10.3 million partially offset by cash proceeds of $496.6 million from the disposition of 110 properties. Net cash used in investing activities also included investment in loans

receivable of $4.0 million, partially offset by the release of sales proceeds from restricted cash accounts of $41.0 million and collections of principal on loans receivable and real estate assets under direct financing leases totaling $6.8 million.
Financing Activities
Generally, our net cash (used in) provided by financing activities is impacted by our net borrowings and common stock offerings, including sales of our common stock under our ATM Program, common stock offerings, borrowings under our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.
Net cash used in financing activities during 2016 was primarily attributable to the repayment of our indebtedness of $863.8 million and the payment of dividends to equity owners of $323.6 million, both of which were primarily funded from our operating cash flows, net borrowings under our Revolving Credit Facility and Term Loan of $86.0 million and $95.0 million, respectively, net proceeds of $298.1 million from the issuance of $300.0 million aggregate principal Senior Unsecured Notes and the sale of an aggregate 40.8 million shares of our common stock in an underwritten public offering and under our ATM Program, generating net proceeds of $368.9 million and $77.7 million, respectively.
Net cash used in financing activities during 2015 was primarily attributable to the repayment of our indebtedness of $512.5 million, the payment of dividends to equity owners of $292.3 million, both of which were paid primarily through sources from our operating cash flows, and net repayments under our Revolving Credit Facilities of $15.2 million. These amounts were partially offset by the issuance and sale of 23.0 million shares of our common stock in an underwritten public offering and the sale of 6.6 million shares of our common stock under our ATM Program for aggregate net proceeds of $347.2 million and borrowings under our Term Loan of $325.0 million.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to financial market risks, especially interest rate risk. Interest rates and other factors, such as occupancy, rental rates and the financial condition of our tenants, influence our performance more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. As described above, we generally offer leases that provide for payments of base rent with scheduled increases and, to a lesser extent, contingent rent based on a percentage of the tenant’s gross sales to help mitigate the effect of inflation. Because the properties in our portfolio are generally leased to tenants under triple-net leases, our exposure to rising property operating costs due to inflation is mitigated.
Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and global economic and political conditions, which are beyond our control. Our operating results depend heavily on the difference between the revenue from our assets and the interest expense incurred on our borrowings. We may incur additional variable rate debt in the future, including amounts that we may borrow under our Revolving Credit Facility and Term Loan. In addition, decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments, which may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected. Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to acquire real estate with rental rates high enough to offset the increase in interest rates on our borrowings.
In the event interest rates rise significantly or there is an economic downturn, defaults may increase and result in credit losses, which may adversely affect our liquidity and operating results. In a decreasing interest rate environment, borrowers are generally more likely to prepay their loans in order to obtain financing at lower interest rates. However, the vast majority of our mortgage notes payable have prepayment clauses that make refinancing during a decreasing interest rate environment uneconomical. Investments in our mortgage loans receivable, however, have significant prepayment protection in the form of yield maintenance provisions, which provide us with substantial yield protection in a decreasing interest rate environment with respect to this portion of our investment portfolio.
The objective of our interest rate risk management policy is to match fund fixed-rate assets with fixed-rate liabilities. As of December 31, 2017, our assets were primarily long-term, fixed-rate leases (though most have scheduled rental increases during the terms of the leases). As of December 31, 2017, $3.6 billion of our indebtedness was fixed-rate, consisting of our Master Trust Notes, fixed-rate CMBS loans, Senior Unsecured Notes and Convertible Notes, with a weighted average stated interest rate of 4.67%, excluding amortization of deferred financing costs and debt discounts/premiums. As of December 31, 2017, $112.0 million of our indebtedness was variable-rate, consisting of our Revolving Credit Facility, with a weighted average stated interest rate of 2.74%, excluding amortization of deferred financing

costs and debt discounts/premiums. If one-month LIBOR as of December 31, 2017 increased by 12.5 basis points, or 0.125%, the resulting increase in annual interest expense with respect to the $112.0 million outstanding under the variable-rate obligations would impact our future earnings and cash flows by $140.0 thousand.
The estimated fair values of our debt instruments have been derived based on market quotes for comparable instruments or discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates and credit spreads. The debt instrument balances as of December 31, 2017 are as follows (in thousands):
 Carrying
Value
 Estimated
Fair Value
    
Revolving Credit Facility$112,000
 $111,997
Term Loan, net (1)

 
Senior Unsecured Notes, net (1)
295,321
 299,049
Mortgages and notes payable, net (1)
2,516,478
 2,657,599
Convertible Notes, net (1)
715,881
 761,440
(1) The carrying value of the debt instruments are net of unamortized deferred financing costs.costs and certain debt discounts/premiums.

LineItem 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Item 8. Financial Statements and Supplemental Data
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets of Spirit Realty Capital, Inc. as of December 31, 2017 and 2016
Consolidated Statements of Operations of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Stockholders' Equity of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Balance Sheets of Spirit Realty, L.P. as of December 31, 2017 and 2016
Consolidated Statements of Operations of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Partners' Capital of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements


Report of CreditIndependent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Spirit Realty Capital, Inc.’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Spirit Realty Capital, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2017 consolidated financial statements of the Company and our report dated February 22, 2018 expressed an unqualified opinion thereon.
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 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/ Ernst & Young LLP
Dallas, Texas
February 22, 2018

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Spirit Realty Capital, Inc. (the Company) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have 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, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2018 expressed an unqualified opinion thereon.
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 US 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.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2003.
Dallas, Texas
February 22, 2018


Report of Independent Registered Public Accounting Firm
To the Partners of Spirit Realty, L.P. and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Spirit Realty, L.P. (the Operating Partnership) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, partners’ capital and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
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 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. 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/ Ernst & Young LLP
We have served as the Operating Partnership’s auditor since 2016.
Dallas, Texas
February 22, 2018






SPIRIT REALTY CAPITAL, INC.
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)

 December 31,
2017
 December 31,
2016
Assets


Investments:


Real estate investments:


Land and improvements$2,588,930

$2,704,010
Buildings and improvements4,692,377

4,775,221
Total real estate investments7,281,307

7,479,231
Less: accumulated depreciation(1,075,643)
(940,005)

6,205,664

6,539,226
Loans receivable, net79,967

66,578
Intangible lease assets, net409,903

470,276
Real estate assets under direct financing leases, net24,865

36,005
Real estate assets held for sale, net48,929

160,570
Net investments6,769,328

7,272,655
Cash and cash equivalents8,798

10,059
Deferred costs and other assets, net231,045

140,917
Goodwill254,340

254,340
Total assets$7,263,511

$7,677,971




Liabilities and stockholders’ equity


Liabilities:


Revolving Credit Facility$112,000

$86,000
Term Loan, net

418,471
Senior Unsecured Notes, net295,321
 295,112
Mortgages and notes payable, net2,516,478

2,162,403
Convertible Notes, net715,881

702,642
Total debt, net3,639,680

3,664,628
Intangible lease liabilities, net155,303

182,320
Accounts payable, accrued expenses and other liabilities148,919

148,915
Total liabilities3,943,902

3,995,863
Commitments and contingencies (see Note 8)




Stockholders’ equity:


Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares and no shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively, liquidation preference of $25.00 per share166,193
 
Common stock, $0.01 par value, 750,000,000 shares authorized: 448,868,269 shares and 483,624,120 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively4,489

4,836
Capital in excess of common stock par value5,193,631

5,177,086
Accumulated deficit(2,044,704)
(1,499,814)
Total stockholders’ equity3,319,609

3,682,108
Total liabilities and stockholders’ equity$7,263,511

$7,677,971
See accompanying notes.

SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Data)



  Years Ended December 31,
  2017 2016 2015
Revenues:      
Rentals $639,017
 $648,363
 $634,151
Interest income on loans receivable 3,791
 5,253
 6,948
Earned income from direct financing leases 2,078
 2,742
 3,024
Tenant reimbursement income 16,747
 14,125
 15,952
Other income 7,322
 15,491
 7,260
Total revenues 668,955
 685,974
 667,335
Expenses:      
General and administrative 62,064
 52,615
 47,730
Restructuring charges 
 6,341
 7,056
Transaction costs 6,361
 
 
Property costs (including reimbursable) 36,617
 30,839
 27,715
Real estate acquisition costs 1,356
 3,229
 2,739
Interest 190,127
 196,586
 222,901
Depreciation and amortization 256,019
 262,276
 260,633
Impairments 102,330
 88,275
 70,695
Total expenses 654,874
 640,161
 639,469
Income from continuing operations before other (expense) income and income tax expense 14,081
 45,813
 27,866
Other (expense) income:      
(Loss) gain on debt extinguishment (1,645) 233
 (3,162)
Total other (expense) income (1,645) 233
 (3,162)
Income from continuing operations before income tax expense 12,436
 46,046
 24,704
Income tax expense (394) (965) (601)
Income from continuing operations 12,042
 45,081
 24,103
Discontinued operations:      
Income from discontinued operations 
 
 98
Gain on disposition of assets 
 
 590
Income from discontinued operations 
 
 688
Income before gain on disposition of assets 12,042
 45,081
 24,791
Gain on disposition of assets 65,106
 52,365
 68,421
Net Income 77,148
 97,446
 93,212
Dividends paid to preferred stockholders (2,530) 
 
Net income attributable to common stockholders $74,618
 $97,446
 $93,212
       
Net income per share attributable to common stockholders—basic $0.16
 $0.21
 $0.21
       
Net income per share attributable to common stockholders—diluted $0.16
 $0.21
 $0.21
Weighted average shares of common stock outstanding:      
Basic 467,934,945
 469,217,776
 432,222,953
Diluted 467,942,788
 469,246,265
 432,545,625
See accompanying notes.

SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Comprehensive Income
(In Thousands)

 Years Ended December 31,
 2017 2016 2015
Net income attributable to common stockholders$74,618
 $97,446
 $93,212
Other comprehensive income:     
Change in net unrealized losses on cash flow hedges
 (1,137) (1,190)
Net cash flow hedge losses reclassified to operations
 2,165
 1,245
Total comprehensive income$74,618
 $98,474
 $93,267
See accompanying notes.


SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Stockholders’ Equity
(In Thousands, Except Share Data)

  Preferred Stock Common Stock 
Accumulated
Deficit
   
Total
Stockholders’
Equity
  Shares Par 
Value and Capital in Excess of Par Value
 Shares Par 
Value
 
Capital in
Excess of
Par Value
  AOCL 
Balances, December 31, 2014 
 $
 411,350,440
 $4,113
 $4,361,320
 $(1,052,688) $(1,083) $3,311,662
Net income 
 
 
 
 
 93,212
 
 93,212
Other comprehensive income 
 
 
 
 
 
 55
 55
Dividends declared on common stock 
 
 
 
 
 (298,531) 
 (298,531)
Tax withholdings related to net stock settlements 
 
 (426,158) (4) 
 (4,268) 
 (4,272)
Issuance of shares of common stock, net 
 
 29,610,100
 296
 346,915
 
 
 347,211
Exercise of stock options 
 
 5,000
 
 46
 
 
 46
Stock-based compensation, net 
 
 1,280,582
 13
 13,042
 (564) 
 12,491
Balances, December 31, 2015 
 $
 441,819,964
 $4,418
 $4,721,323
 $(1,262,839) $(1,028) $3,461,874
Net income 
 
 
 
 
 97,446
 
 97,446
Other comprehensive income 
 
 
 
 
 
 1,028
 1,028
Dividends declared on common stock 
 
 
 
 
 (333,180) 
 (333,180)
Tax withholdings related to net stock settlements 
 
 (72,835) (1) 
 (752) 
 (753)
Issuance of shares of common stock, net 
 
 40,835,360
 408
 446,205
 
 
 446,613
Stock-based compensation, net 
 
 1,041,631
 11
 9,558
 (489) 
 9,080
Balances, December 31, 2016 
 $
 483,624,120
 $4,836
 $5,177,086
 $(1,499,814) $
 $3,682,108
Net income 
 
 
 
 
 77,148
 
 77,148
Dividends declared on preferred stock 
 
 
 
 
 (2,530) 
 (2,530)
Net income available to common stockholders 
 
 
 
 
 74,618
 
 74,618
Issuance of preferred stock 6,900,000
 166,193
 
 
 
 
 
 166,193
Dividends declared on common stock 
 
 
 
 
 (332,402) 
 (332,402)
Tax withholdings related to net stock settlements 
 
 (440,312) (4) 
 (3,538) 
 (3,542)
Repurchase of common shares 
 
 (35,839,965) (358) 
 (282,731) 
 (283,089)
Stock-based compensation, net 
 
 1,524,426
 15
 16,545
 (837) 
 15,723
Balances, December 31, 2017 6,900,000
 $166,193
 448,868,269
 $4,489
 $5,193,631
 $(2,044,704) $
 $3,319,609
See accompanying notes.
SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Cash Flows
(In Thousands)


  Years Ended December 31,
  2017 2016 2015
Operating activities      
Net Income $77,148
 $97,446
 $93,212
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 256,019
 262,276
 260,633
Impairments 102,330
 88,275
 70,729
Amortization of deferred financing costs 9,896
 9,070
 7,937
Payments to terminate interest rate swap 
 (1,724) 
Derivative net settlements, amortization and terminations 
 1,811
 (132)
Amortization of debt discounts 13,572
 6,217
 2,322
Stock-based compensation expense 16,560
 9,570
 13,321
Loss (gain) on debt extinguishment 1,645
 (233) 3,162
Debt extinguishment costs (3,305) (26,219) (8,112)
Gains on dispositions of real estate and other assets (65,106) (52,365) (69,011)
Non-cash revenue (28,439) (26,333) (20,930)
Bad debt expense and other 5,913
 (594) 151
Changes in operating assets and liabilities:      
Deferred costs and other assets, net (1,418) (6,561) (604)
Accounts payable, accrued expenses and other liabilities 1,578
 6,308
 13,382
Accrued restructuring charges 
 (5,535) 5,926
Net cash provided by operating activities 386,393
 361,409
 371,986
Investing activities      
Acquisitions of real estate (279,934) (655,835) (875,983)
Capitalized real estate expenditures (46,100) (27,078) (10,269)
Investments in loans receivable (4,995) (5,073) (4,020)
Collections of principal on loans receivable and real estate assets under direct financing leases 12,769
 8,410
 6,822
Proceeds from dispositions of real estate and other assets 472,496
 524,776
 496,646
Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges 
 39,869
 (39,869)
Transfers of net sales proceeds (to) from Master Trust Release (71,294) (2,320) 40,977
Net cash provided by (used in) investing activities 82,942
 (117,251) (385,696)
SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Cash Flows
(In Thousands)


  Years Ended December 31,
  2017 2016 2015
Financing activities      
Borrowings under Revolving Credit Facilities 940,200
 1,080,000
 798,000
Repayments under Revolving Credit Facilities (914,200) (994,000) (813,181)
Borrowings under mortgages and notes payable 618,603
 
 
Repayments under mortgages and notes payable (221,310) (863,836) (512,486)
Borrowings under Term Loan 
 796,000
 325,000
Repayments under Term Loan (420,000) (701,000) 
Borrowings under Senior Unsecured Notes 
 298,134
 
Deferred financing costs (8,255) (4,352) (6,150)
Proceeds from issuance of common stock, net of offering costs 
 446,613
 347,211
Proceeds from issuance of preferred stock, net of offering costs 166,193
 
 
Repurchase of shares of common stock (286,631) (753) (4,272)
Proceeds from exercise of stock options 
 
 46
Preferred stock dividends paid (2,530) 
 
Common stock dividends paid (339,174) (323,640) (292,262)
Transfers (from) to reserve/escrow deposits with lenders, net (3,492) 10,945
 17,413
Net cash used in financing activities (470,596) (255,889) (140,681)
Net decrease in cash and cash equivalents (1,261) (11,731) (154,391)
Cash and cash equivalents, beginning of year 10,059
 21,790
 176,181
Cash and cash equivalents, end of year $8,798
 $10,059
 $21,790
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Balance Sheets
(In Thousands, Except Unit and Per Unit Data)

 December 31,
2017
 December 31,
2016
Assets   
Investments:   
Real estate investments:   
Land and improvements$2,588,930
 $2,704,010
Buildings and improvements4,692,377
 4,775,221
Total real estate investments7,281,307
 7,479,231
Less: accumulated depreciation(1,075,643) (940,005)
 6,205,664
 6,539,226
Loans receivable, net79,967
 66,578
Intangible lease assets, net409,903
 470,276
Real estate assets under direct financing leases, net24,865
 36,005
Real estate assets held for sale, net48,929
 160,570
Net investments6,769,328
 7,272,655
Cash and cash equivalents8,798
 10,059
Deferred costs and other assets, net231,045
 140,917
Goodwill254,340
 254,340
Total assets$7,263,511
 $7,677,971
Liabilities and stockholders’ equity   
Liabilities:   
Revolving Credit Facility$112,000
 $86,000
Term Loan, net
 418,471
Senior Unsecured Notes, net295,321
 295,112
Mortgages and notes payable, net2,516,478
 2,162,403
Notes payable to Spirit Realty Capital, Inc., net715,881
 702,642
Total debt, net3,639,680
 3,664,628
Intangible lease liabilities, net155,303
 182,320
Accounts payable, accrued expenses and other liabilities148,919
 148,915
Total liabilities3,943,902
 3,995,863
Commitments and contingencies (see Note 8)

 

Partners' Capital   
Partnership units   
General partner's common capital, 3,988,218 units issued and outstanding as of both December 31, 2017 and December 31, 201624,426
 26,586
Limited partners' preferred capital: 6,900,000 and no units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively166,193
 
Limited partners' common capital, 444,880,051 and 479,635,902 units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively3,128,990
 3,655,522
Total partners' capital3,319,609
 3,682,108
Total liabilities and partners' capital$7,263,511
 $7,677,971
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Operations
(In Thousands, Except Unit and Per Unit Data)
  Years Ended December 31,
  2017 2016 2015
Revenues:      
Rentals $639,017
 $648,363
 $634,151
Interest income on loans receivable 3,791
 5,253
 6,948
Earned income from direct financing leases 2,078
 2,742
 3,024
Tenant reimbursement income 16,747
 14,125
 15,952
Other income 7,322
 15,491
 7,260
Total revenues 668,955
 685,974
 667,335
Expenses:      
General and administrative 62,064
 52,615
 47,730
Restructuring charges 
 6,341
 7,056
Transaction costs 6,361
 
 
Property costs (including reimbursable) 36,617
 30,839
 27,715
Real estate acquisition costs 1,356
 3,229
 2,739
Interest 190,127
 196,586
 222,901
Depreciation and amortization 256,019
 262,276
 260,633
Impairments 102,330
 88,275
 70,695
Total expenses 654,874
 640,161
 639,469
Income from continuing operations before other (expense) income and income tax expense 14,081
 45,813
 27,866
Other (expense) income:      
(Loss) gain on debt extinguishment (1,645) 233
 (3,162)
Total other (expense) income (1,645) 233
 (3,162)
Income from continuing operations before income tax expense 12,436
 46,046
 24,704
Income tax expense (394) (965) (601)
Income from continuing operations 12,042
 45,081
 24,103
Discontinued operations:      
Income from discontinued operations 
 
 98
Gain on disposition of assets 
 
 590
Income from discontinued operations 
 
 688
Income before gain on disposition of assets 12,042
 45,081
 24,791
Gain on disposition of assets 65,106
 52,365
 68,421
Net income $77,148
 $97,446
 $93,212
Preferred distributions (2,530) 
 
Net income after preferred distributions 74,618
 97,446
 93,212
       
Net income attributable to general partners 657
 825
 855
Net income attributable to limited partners 76,491
 96,621
 92,357
       
Net income per common partnership unit - basic $0.16
 $0.21
 $0.21
       
Net income per common partnership unit —diluted $0.16
 $0.21
 $0.21
Weighted average common partnership units outstanding:      
Basic 467,934,945
 469,217,776
 432,222,953
Diluted 467,942,788
 469,246,265
 432,545,625
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Comprehensive Income
(In Thousands)

 Years Ended December 31,
 2017 2016 2015
Net income$77,148
 $97,446
 $93,212
Other comprehensive income:     
Change in net unrealized losses on cash flow hedges
 (1,137) (1,190)
Net cash flow hedge losses reclassified to operations
 2,165
 1,245
Total comprehensive income$77,148
 $98,474
 $93,267
See accompanying notes.


SPIRIT REALTY, L.P.
Consolidated Statements of Partners' Capital
(In Thousands, Except Unit Data)
 Preferred Units Common Units Total Partnership Capital
  
Limited Partners' Capital (2)
 
General Partner's Capital (1)
 
Limited Partners' Capital (2)
 
  Units Amount Units Amount Units Amount 
Balances, December 31, 2014 
 $
 3,988,218
 $30,456
 407,362,222
 $3,281,206
 $3,311,662
Net income 
 
 
 855
 
 92,357
 93,212
Other comprehensive income 
 
 
 1
 
 54
 55
Partnership distributions declared 
 
 
 (2,738) 
 (295,793) (298,531)
Tax withholdings related to net settlement of partnership units 
 
 
 
 (426,158) (4,272) (4,272)
Issuance of partnership units, net 
 
 
 
 29,610,100
 347,211
 347,211
Exercise of partnership units 
 
 
 
 5,000
 46
 46
Stock-based compensation, net 
 
 
 
 1,280,582
 12,491
 12,491
Balances, December 31, 2015 
 $
 3,988,218
 $28,574
 437,831,746
 $3,433,300
 $3,461,874
Net income 
 
 
 825
 
 96,621
 97,446
Other comprehensive income 
 
 
 9
 
 1,019
 1,028
Partnership distributions declared 
 
 
 (2,822) 
 (330,358) (333,180)
Tax withholdings related to net settlement of partnership units 
 
 
 
 (72,835) (753) (753)
Issuance of partnership units, net 
 
 
 
 40,835,360
 446,613
 446,613
Stock-based compensation, net 
 
 
 
 1,041,631
 9,080
 9,080
Balances, December 31, 2016 
 $
 3,988,218
 $26,586
 479,635,902
 $3,655,522
 $3,682,108
Net income 
 
 
 $657
 
 $76,491
 $77,148
Partnership distributions declared on preferred units 
 
 
 
 
 (2,530) (2,530)
Net income after preferred distributions   
   657
 
 73,961
 74,618
Issuance of preferred partnership units 6,900,000
 166,193
 
 
 
 
 166,193
Partnership distributions declared on common units 
 
 
 (2,817) 
 (329,585) (332,402)
Tax withholdings related to net partnership unit settlements 
 
 
 
 (440,312) (3,542) (3,542)
Repurchase of partnership units 
 
 
 
 (35,839,965) (283,089) (283,089)
Stock-based compensation 
 
 
 
 1,524,426
 15,723
 15,723
Balances, December 31, 2017 6,900,000
 $166,193
 3,988,218
 $24,426
 444,880,051
 $3,128,990
 $3,319,609
(1) Consists of general partnership interests held by Spirit General OP Holdings, LLC.
(2) Consists of limited partnership interests held by Spirit Realty Capital, Inc. and Spirit Notes Partner, LLC.
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Cash Flows
(In Thousands)

 Years Ended December 31,
 2017 2016 2015
Operating activities     
Net Income$77,148
 $97,446
 $93,212
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization256,019
 262,276
 260,633
Impairments102,330
 88,275
 70,729
Amortization of deferred financing costs9,896
 9,070
 7,937
Payments to terminate interest rate swap
 (1,724) 
Derivative net settlements, amortization and terminations
 1,811
 (132)
Amortization of debt discounts13,572
 6,217
 2,322
Stock-based compensation expense16,560
 9,570
 13,321
Loss (gain) on debt extinguishment1,645
 (233) 3,162
Debt extinguishment costs(3,305) (26,219) (8,112)
Gains on dispositions of real estate and other assets(65,106) (52,365) (69,011)
Non-cash revenue(28,439) (26,333) (20,930)
Bad debt expense and other5,913
 (594) 151
Changes in operating assets and liabilities:     
Deferred costs and other assets, net(1,418) (6,561) (604)
Accounts payable, accrued expenses and other liabilities1,578
 6,308
 13,382
Accrued restructuring charges
 (5,535) 5,926
Net cash provided by operating activities386,393
 361,409
 371,986
Investing activities     
Acquisitions of real estate(279,934) (655,835) (875,983)
Capitalized real estate expenditures(46,100) (27,078) (10,269)
Investments in loans receivable(4,995) (5,073) (4,020)
Collections of principal on loans receivable and real estate assets under direct financing leases12,769
 8,410
 6,822
Proceeds from dispositions of real estate and other assets472,496
 524,776
 496,646
Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges
 39,869
 (39,869)
Transfers of net sales proceeds (to) from Master Trust Release(71,294) (2,320) 40,977
Net cash provided by (used in) investing activities82,942
 (117,251) (385,696)

 Years Ended December 31,
 2017 2016 2015
Financing activities

 

 

Borrowings under Revolving Credit Facilities940,200
 1,080,000
 798,000
Repayments under Revolving Credit Facilities(914,200) (994,000) (813,181)
Borrowings under mortgages and notes payable618,603
 
 
Repayments under mortgages and notes payable(221,310) (863,836) (512,486)
Borrowings under Term Loan
 796,000
 325,000
Repayments under Term Loan(420,000) (701,000) 
Borrowings under Senior Unsecured Notes
 298,134
 
Deferred financing costs(8,255) (4,352) (6,150)
Proceeds from issuance of common stock, net of offering costs
 446,613
 347,211
Proceeds from issuance of preferred stock, net of offering costs166,193
 
 
Repurchase of partnership units(286,631) (753) (4,272)
Proceeds from exercise of partnership units
 
 46
Preferred distributions paid(2,530) 
 
Common distributions paid(339,174) (323,640) (292,262)
Transfers (from) to reserve/escrow deposits with lenders, net(3,492) 10,945
 17,413
Net cash used in financing activities(470,596) (255,889) (140,681)
Net decrease in cash and cash equivalents(1,261) (11,731) (154,391)
Cash and cash equivalents, beginning of year10,059
 21,790
 176,181
Cash and cash equivalents, end of year$8,798
 $10,059
 $21,790


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements
December 31, 2017


Note 1. Organization
Organization and Operations
Spirit Realty Capital, Inc. (the "Corporation" or, with its consolidated subsidiaries, the "Company") operates as a self-administered and self-managed REIT that seeks to generate and deliver sustainable and attractive returns for stockholders by investing primarily in and managing a portfolio of single-tenant, operationally essential real estate throughout the U.S. that is generally leased on a long-term, triple-net basis to tenants operating within predominantly retail, but also office and industrial property types. Single tenant, operationally essential real estate generally refers to free-standing, commercial real estate facilities where tenants conduct activities that are essential to the generation of their sales and profits.The Company began operations through a predecessor legal entity in 2003.
The Company’s operations are generally carried out through Spirit Realty, L.P. (the "Operating Partnership") and its subsidiaries. Spirit General OP Holdings, LLC ("OP Holdings"), one of the Corporation's wholly-owned subsidiaries, is the sole general partner and owns approximately 1% of the Operating Partnership. The Corporation and a wholly-owned subsidiary ("Spirit Notes Partner, LLC") are the only limited partners and together own the remaining 99% of the Operating Partnership.
On August 3, 2017, the Company announced a proposed Spin-Off of almost all of its interests in properties leased to Shopko, assets that collateralize Master Trust 2014 and other additional assets into an independent, publicly traded REIT, Spirit MTA REIT, or SMTA. Transaction costs associated with the spin off for the year ended December 31, 2017 totaled $6.4 million, and are included within transaction costs on the accompanying consolidated statements of operations.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting and Principles of Consolidation
The accompanying consolidated financial statements of the Company and the Operating Partnership have been prepared on the accrual basis of accounting, in accordance with GAAP. The consolidated financial statements of the Company include the accounts of the Corporation and its wholly-owned subsidiaries. The consolidated financial statements of the Operating Partnership include the accounts of the Operating Partnership and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
All expenses incurred by the Company have been allocated to the Operating Partnership in accordance with the Operating Partnership's first amended and restated agreement of limited partnership, which management determined to be a reasonable method of allocation. Therefore, expenses incurred would not be materially different if the Operating Partnership had operated as an unaffiliated entity.
The Company has formed numerous special purpose entities to acquire and hold real estate encumbered by indebtedness (see Note 4). Each special purpose entity indirectly ownedis a separate legal entity and is the sole owner of its assets and responsible for its liabilities. The assets of these special purpose entities are not available to pay, or otherwise satisfy obligations to, the creditors of any affiliate or owner of another entity unless the special purpose entities have expressly agreed and are permitted under their governing documents. As of December 31, 2017 and 2016, net assets totaling $2.78 billion and $2.95 billion, respectively, were held, and net liabilities totaling $2.63 billion and $2.26 billion, respectively, were owed by these encumbered special purpose entities and are included in the accompanying consolidated balance sheets.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Segment Reporting
The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments.
Real Estate Investments
Carrying Value of Real Estate Investments
The Company’s real estate properties are recorded at cost and depreciated using the straight-line method over the estimated remaining useful lives of the properties, which generally range from 20 to 50 years for buildings and improvements and from 5 to 20 years for land improvements. Portfolio assets classified as “held for sale” are not depreciated. Properties classified as “held for sale” are recorded at the lower of their carrying value or their fair value, less anticipated selling costs.
Purchase Accounting and Acquisition of Real Estate
When acquiring a property, the purchase price (including acquisition and closing costs) is allocated to land, building, improvements and equipment based on their relative fair values. For properties acquired with in-place leases, the purchase price of real estate is allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values. In making estimates of fair values for this purpose, a number of sources are used, including independent appraisals and information obtained about each property as a result of pre-acquisition due diligence and marketing and leasing activities.
Lease Intangibles
Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above or below-market leases. For real estate acquired subject to existing lease agreements, in-place lease intangibles are valued based on the Company’s estimate of costs related to acquiring a tenant and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease.
In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below market lease intangibles are amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if the Company believes it is likely the tenant will exercise the renewal option. If the Company believes it is likely a lease will terminate early, the unamortized portion of any related lease intangible is immediately recognized in impairment loss in the Company’s consolidated statements of operations.
Investment in Direct Financing Leases
For real estate property leases classified as direct financing leases, the building portion of the lease is accounted for as a direct financing lease, while the land portion is accounted for as operating leases when certain criteria are met. For direct financing leases, the Company records an asset which represents the net investment that is determined by using the aggregate of the total amount of future minimum lease payments, the estimated residual value of the leased property and deferred incremental direct costs less unearned income. Income is recognized over the life of the lease to approximate a level rate of return on the net investment. Residual values, which are reviewed annually, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased property. Actual residual values realized could differ from these estimates. The Company evaluates the collectability of future minimum lease payments on each direct financing lease primarily through the evaluation of payment history and the underlying creditworthiness of the tenant. There were no amounts past due as of December 31, 2017 and 2016. The Company’s direct financing leases are evaluated individually for the purpose of determining if an allowance is needed. Any write-down of an estimated residual value is recognized as an impairment loss in the current period and earned

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

income adjusted prospectively. The Company's direct financing leases were acquired in connection with the Merger. There were no impairment losses on direct financing leases during the years ended December 31, 2017 and 2016. There were $4.8 million in impairment losses related to two direct financing leases during the year ended December 31, 2015.
Impairment
The Company reviews its real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers factors such as expected future undiscounted cash flows, estimated residual value, market trends (such as the effects of leasing demand and competition) and other factors in making this assessment. An asset is considered impaired if its carrying value exceeds its estimated undiscounted cash flows and the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows and fair values are highly subjective and such estimates could differ materially from actual results. Key assumptions used in estimating future cash flows and fair values include, but are not limited to, revenue growth rates, interest rates, discount rates, capitalization rates, lease renewal probabilities, tenant vacancy rates and other factors.
Revenue Recognition
The Company primarily leases real estate to its tenants under long-term, triple-net leases that are classified as operating leases. Lease origination fees are deferred and amortized over the related lease term as an adjustment to rental revenue. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Under certain leases, tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recorded on a gross basis in instances when our tenants reimburse us for property costs which we incur.Tenant receivables are carried net of the allowances for uncollectible amounts.
The Company’s leases generally provide for rent escalations throughout the lease terms. For leases that provide for specific contractual escalations, rental revenue is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accordingly, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight-line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the initial term of the leases. The accrued rental revenue representing this straight-line adjustment is subject to an evaluation for collectability, and the Company records a provision for losses against rental revenues if collectability of these future rents is not reasonably assured. Leases that have contingent rent escalators indexed to future increases in the CPI may adjust over a one-year period or over multiple-year periods. Generally, these escalators increase rent at the lesser of (a) 1 to 2 times CPI over a specified period, (b) a fixed percentage, or (c) a fixed schedule. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have occurred.
Some of the Company’s leases also provide for contingent rent based on a percentage of the tenant’s gross sales. For contingent rentals that are based on a percentage of the tenant’s gross sales, the Company recognizes contingent rental revenue when the change in the factor on which the contingent lease payment is based actually occurs.
The Company suspends revenue recognition if the collectability of amounts due pursuant to a lease is not reasonably assured or if the tenant’s monthly lease payments become more than 60 days past due, whichever is earlier.
Lease termination fees are included in other income on the Company’s consolidated statements of operations and are recognized when there is a signed termination agreement and all of the conditions of the agreement have been met. The Company recorded lease termination fees of $5.0 million, $7.3 million and $5.8 million during the years ended December 31, 2017, 2016 and 2015, respectively.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Goodwill
Goodwill arises from business combinations and represents the excess of the cost of an acquired entity over the net fair value amounts that were assigned to the identifiable assets acquired and the liabilities assumed. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company did not record any impairment on its existing goodwill for the years ended December 31, 2017, 2016 and 2015.
Prior to the Company's adoption of ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, on January 1, 2017 on a prospective basis, when the Company disposed of a real estate asset that constituted a business under GAAP, a portion of goodwill was allocated to the carrying value of the real estate asset considered to be a business to determine the gain or loss on the disposal. The portion of goodwill allocated was derived from the proportionate fair value of the business to the fair value of the Company’s reporting unit. Goodwill related to real estate assets not previously classified as held for sale of $6.3 million and $12.7 million was written off during the years ended December 31, 2016 and 2015, respectively. Under the new guidance, the dispositions of properties generally no longer qualify as a disposition of a business and therefore no allocation of goodwill occurs when determining gain or loss on sale.
The following table presents a reconciliation of the Company’s goodwill from January 1, 2015 to December 31, 2017 (in thousands):
 Consolidated
Balance as of December 31, 2014$285,848
Goodwill allocated to dispositions of a business(21,498)
Balance as of December 31, 2015264,350
Goodwill allocated to dispositions of a business(10,010)
Balance as of December 31, 2016254,340
Goodwill allocated to dispositions of a business
Balance as of December 31, 2017$254,340
Allowance for Doubtful Accounts
The Company reviews its rent and other tenant receivables for collectability on a regular basis, taking into consideration changes in factors such as 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 tenant operates. In the event that the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. The Company provided for reserves for uncollectible amounts totaling $12.4 million and $6.4 million at December 31, 2017 and 2016, respectively, against accounts receivable balances of $27.2 million and $25.3 million, respectively. Receivables are recorded within deferred cost and other assets, net in the accompanying consolidated balance sheets. Receivables are written off against the reserves for uncollectible amounts when all possible means of collection have been exhausted.
For deferred rental revenues related to the straight-line method of reporting rental revenue, the collectability review includes management’s estimates of amounts that will not be realized and an assessment of the risks inherent in the portfolio, giving consideration to historical experience. The Company established a reserve for losses of $1.8 million and $7.7 million at December 31, 2017 and 2016, respectively, against deferred rental revenue receivables of $81.6 million and $71.1 million, respectively. Deferred rental revenue receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets.
Loans Receivable
Loans receivable consists of mortgage loans, net of premium, and notes receivables. Interest on loans receivable is recognized using the effective interest rate method.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Impairment and Allowance for Loan Losses
The Company periodically evaluates the collectability of its loans receivable, including accrued interest, by analyzing the underlying property-level economics and trends, collateral value and quality, and other relevant factors in determining the adequacy of its allowance for loan losses. A loan is determined to be impaired when, in management’s judgment based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses are provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeds the estimated fair value of the underlying collateral less disposition costs. Delinquent loans receivable are written off against the allowance when all possible means of collection have been exhausted. As of December 31, 2017, there was an allowance for loan losses on loans receivable of $0.4 million and a $0.5 million allowance for loan losses as of December 31, 2016.
A loan is placed on non-accrual status when the loan has become 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on non-accrual status, interest income is recognized only when received. Five mortgage loans were on non-accrual status with a balance of $1.5 million as of December 31, 2017, compared to none as of December 31, 2016. No notes receivable were on non-accrual status as of December 31, 2017, compared to one note receivable on non-accrual status with a balance of $0.5 million as of December 31, 2016.
Cash and Cash Equivalents
Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money market funds of major financial institutions with fund investments consisting of highly-rated money market instruments and other short-term instruments.
Restricted Cash and Escrow Deposits
Restricted cash and deposits in escrow, classified within deferred costs and other assets, net in the accompanying consolidated balance sheets consisted of the following (in thousands):
 December 31, 2017 December 31, 2016
Collateral deposits (1)
$1,751
 $2,044
Tenant improvements, repairs, and leasing commissions (2)
8,257
 9,739
Master Trust Release (3)
85,703
 14,412
Liquidity reserve (4)
5,503
 
Other (5)
4,695
 644
 $105,909
 $26,839
(1) Funds held in lender controlled accounts generally used to meet future debt service or certain property operating expenses. Balance changes are reflected in financing activities within the consolidated statements of cash flows.
(2) Deposits held as additional collateral support by lenders to fund improvements, repairs and leasing commissions incurred to secure a new tenant. Balance changes are reflected in financing activities within the consolidated statements of cash flows.
(3) Proceeds from the sale of assets pledged as collateral under the Spirit Master Funding Program, which are held on deposit until a qualifying substitution is made or the funds are applied as prepayment of principal. Balance changes are reflected in investing activities within the consolidated statements of cash flows.
(4) Liquidity reserve cash was placed on deposit in conjunction with issuance of additional series of notes under Master Trust 2014 in December 2017 and is held until there is a cashflow shortfall as defined in the Master Trust 2014 agreements or a liquidation of Master Trust 2014 occurs. Additionally, the liquidity reserve can be released upon achieving certain performance criteria. Balance changes are reflected in financing activities within the consolidated statements of cash flows.
(5) Funds held in lender controlled accounts released after scheduled debt service requirements are met. Balance changes are reflected in operating activities within the consolidated statements of cash flows.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Accounting for Derivative Financial Instruments and Hedging Activities
The Company utilizes derivative instruments such as interest rate swaps and caps for purposes of hedging exposures to fluctuations in interest rates associated with certain of its financing transactions. At the inception of a hedge transaction, the Company enters into a contractual arrangement with the hedge counterparty and formally documents the relationship between the derivative instrument and the financing transaction being hedged, as well as its risk management objective and strategy for undertaking the hedge transaction. At inception and at least quarterly thereafter, a formal assessment is performed to determine whether the derivative instrument has been highly effective in offsetting changes in cash flows of the related financing transaction and whether it is expected to be highly effective in the future.
The fair value of the derivative instrument is recorded on the balance sheet as either an asset or liability. For derivatives designated as cash flow hedges, the effective portions of the corresponding change in fair value of the derivatives are recorded in AOCL within stockholders’ equity and partners' capital. Changes in fair value reported in other comprehensive income (loss) are reclassified to operations in the period in which operations are affected by the Corporation had accessunderlying hedged transaction. Any ineffective portions of the change in fair value are recognized immediately in general and administrative expense. The amounts paid or received on the hedge are recognized as adjustments to interest expense (see Note 5).
Income Taxes
The Company has elected to be taxed as a $40.0 million secured revolving lineREIT under the Code. As a REIT, the Company generally will not be subject to federal income tax provided it continues to satisfy certain tests concerning the Company’s sources of creditincome, the nature of its assets, the amounts distributed to its stockholders, and the ownership of Company stock. Management believes the Company has qualified and will continue to qualify as a REIT and therefore, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Even if the Company qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income tax and excise tax on its undistributed income. Taxable income from non-REIT activities managed through any of the Company’s taxable REIT subsidiaries is subject to federal, state, and local taxes, which expiredare not material.
The Operating Partnership is a partnership for federal income tax purposes. Partnerships are pass-through entities and are not subject to U.S. federal income taxes, therefore no provision has been made for federal income taxes in the accompanying financial statements. Although most states and cities where the Operating Partnership operates follow the U.S. federal income tax treatment, there are certain jurisdictions such as Texas, Tennessee and Ohio that impose income or franchise taxes on March 27, 2016.a partnership.
Franchise taxes are included in general and administrative expenses on the accompanying consolidated statements of operations.
Term LoanConvertible Notes
The Convertible Notes are comprised of two series of notes with an aggregate principal amount of $747.5 million at both December 31, 2017 and December 31, 2016. Interest on the Convertible Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 2019 Notes, aggregate principal amount $402.5 million, accrue interest at 2.875% and are scheduled to mature on May 15, 2019. The 2021 Notes, aggregate principal amount $345.0 million, accrue interest at 3.75% and are scheduled to mature on May 15, 2021. As of December 31, 2017, the carrying amount of the Convertible Notes was $715.9 million, which is net of discounts (for the value of the embedded conversion feature) and unamortized deferred financing costs.
Holders may convert notes of either series prior to November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, only under the following circumstances: (1) if the closing price of our common stock for each of at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days in the quarter is greater than or equal to 130% of the conversion price for the Convertible Notes; (2) during the five business day period after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last closing price of our common stock and the conversion rate for the Convertible Notes; (3) if we call any or all of the Convertible Notes for redemption prior to the redemption date; or (4) upon the occurrence of specified corporate events as described in the Convertible Notes prospectus supplement. On or after November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert the Convertible Notes of the applicable series at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver cash, shares of common stock or a combination of cash and shares of common stock, at our election.
The initial conversion rate for the Convertible Notes is 76.3636 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $13.10 per share of common stock). The conversion rate for each series of the Convertible Notes is subject to adjustment for some events, including dividends paid in excess of threshold amounts stipulated in the agreement, but will not be adjusted for any accrued and unpaid interest. As of December 31, 2017, the conversion rate was 77.3144 per $1,000 principal note. If we undergo a fundamental change (as defined in the Convertible Notes supplemental indentures), holders may require us to repurchase all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plusaccrued and unpaid interest.
Revolving Credit Facility
On March 31, 2015, the Company entered into the Credit Agreement, among the Operating Partnership as borrower and the Company as guarantor, that established a new $600.0 million unsecured credit facility and terminated its secured $400.0 million 2013 Credit Facility. The Revolving Credit Facility matures on March 31, 2019 (extendible at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements) and includes an accordion feature to increase the committed facility size up to $1.0 billion, subject to satisfying certain requirements and obtaining additional lender commitments. On April 27, 2016, the Company expanded the borrowing capacity under the Revolving Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The Revolving Credit Facility also includes a 50.0 million sub-limit for swing-line loans and up to $60.0 million available for issuance of letters of credit. Swing-line loans and letters of credit reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. On November 3, 2015, the Company entered into a first amendment to the Credit Agreement. The amendment conforms certain of the terms and covenants to those in the Term Loan Agreement, amongincluding limiting the Operating Partnership, as borrower, the Company as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity daterequirement of November 2, 2018, which may be extended at the Company's option pursuantsubsidiary guaranties to two one-year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to be increased to up to $600.0 million, subject to obtaining additional lender commitments. During the fourth quarter of 2015 and 2016, the Company exercised the accordion feature permaterial subsidiaries (as defined in the Credit Agreement and increased the term facility borrowing capacity from $325.0 million to $370.0 million and $420.0 million, respectively.Agreement) meeting certain conditions. At December 31, 2017, there were no subsidiaries meeting this requirement.
The Term Loan Agreement provides that borrowings bearRevolving Credit Facility bears interest at eithera rate equal to LIBOR plus 1.35%0.875% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum, at the Operating Partnership's option. In each case, the applicable margin is determined based upon the Corporation's leverage ratio. If the Corporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- from S&P or Fitch, Inc. or Baa3 from Moody's, the Operating Partnership may make an irrevocable election to have the margin based upon the Corporation's credit ratings. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leveraged based

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, borrowings bear interest at either LIBOR plus 0.90% to 1.75%1.55% per annum or a specified base rate plus 0.0% to 0.75%0.55% and requires a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, in each case depending

on the Corporation’sCorporation's credit ratings.rating. As of December 31, 2016,2017, the Term LoanRevolving Credit Facility bore interest at LIBOR plus 1.35%1.25% based on the Corporation'sCompany's credit rating.rating and incurred a facility fee of 0.25% per annum.
The Operating Partnership may voluntarily prepay the Term Loan,Revolving Credit Facility, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees. Borrowings may be repaid without premium or penalty, and may be re-borrowed within 30 days up to the then available loan commitment and subject to occurrence limitations within any twelve-month period.fees, if any. Payment of the Term LoanRevolving Credit Facility is unconditionally guaranteed by the Corporation and undermaterial subsidiaries that meet certain circumstances, by one or more material subsidiariesconditions (as defined in the Term LoanCredit Agreement) of the Corporation. The obligations of the Corporation and any guarantor under the Term Loan are full recourse to the Corporation and each guarantor.
As a result of entering into the Term Loan, the Company incurred origination costs of $2.3 million. These deferred financing costs are being amortized to interest expense over the remaining initial term of the Term Loan.. As of December 31, 2016 and 2015, the unamortized deferred financing costs relating to the Term Loan2017, there were $1.5 million and $2.1 million, respectively, and were recorded net against the principal balance of the Term Loan on the accompanying consolidated balance sheets.no subsidiaries that met this requirement.
As of December 31, 2016, the Term Loan2017, $112.0 million in borrowings were outstanding and $688.0 million of borrowing capacity was fully drawn. The Operating Partnership's ability to borrowavailable under the Term Loan isRevolving Credit Facility. Amounts available for borrowing under the Revolving Credit Facility remain subject to ongoing compliance with a numbercertain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of customary financialindebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.60:1.00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions;
Minimum fixed charge coverage ratio (defined as EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates, to fixed charges) of 1.50:1.00;
Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.50:1:00;
Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties, to unsecured interest expense) of 1.75:1.00;
Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions; and
Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.
In addition to these covenants, andthe Credit Agreement also includes other customary affirmative and negative covenants. The Corporation has unconditionally guaranteedcovenants, such as (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all obligationsor substantially all assets; (iv) maintenance of the Operating Partnership under the Term Loan Agreement. status as a REIT and listing on any national securities exchange; and (v) material modifications to organizational documents.
As of December 31, 2016,2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
Senior Unsecured Notes
On August 18, 2016, the Operating Partnership completed a private placement of $300.0 million aggregate principal amount of senior notes through a Rule 144A offering with registration rights, which are guaranteed by the Corporation. The Senior Unsecured Notes were issued at 99.378% of their principal amount, resulting in net proceeds of $296.2 million, after deducting transaction fees and expenses. The Senior Unsecured Notes accrue interest at a rate of 4.450% per year, payable on March 15 and September 15 of each year, until the maturity date of September 15, 2026. The Company has agreed to file with the SEC and cause to become effective a registration statement pursuant to which the Company will offer to exchange the Senior Unsecured Notes for substantially similar registered notes.
The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed on or after June 15, 2026 (three months prior to the maturity date of the Senior Unsecured Notes), the redemption price will not include a make-whole premium.  
In connection with the offering, the Operating Partnership incurred $3.2 million in deferred financing costs. This amount is being amortized to interest expense over the life of the Senior Unsecured Notes. As of December 31, 2016, the unamortized deferred financing costs relating to the Senior Unsecured Notes were $3.1 million and recorded net against the Senior Unsecured Notes principal balance on the accompanying consolidated balance sheets.
In connection with the issuance of the Senior Unsecured Notes, the Corporation and Operating Partnership are subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. As of December 31, 2016, the Corporation and the Operating Partnership were in compliance with these financial covenants.
Master Trust Notes
The Company has access to an asset-backed securitization platform, the Spirit Master Funding Program, to raise capital through the issuance of non-recourse net-lease mortgage notes collateralized by commercial real estate, net-

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

leases and mortgage loans. The Spirit Master Funding Program consists of two separate securitization trusts, Master Trust 2013 and Master Trust 2014, each of which have one or multiple bankruptcy-remote, special purpose entities as issuers or co-issuers of the notes. Each issuer is an indirect wholly-owned special purpose entity of the Corporation and of the Operating Partnership.
Master Trust 2013
In December 2013, an indirect wholly-owned subsidiary of the Company issued $330.0 million aggregate principal amount of investment grade rated net-lease mortgage notes comprised of $125.0 million of 3.89% interest only notes expected to be repaid in December 2018 and $205.0 million of 5.27% amortizing notes expected to be repaid in December 2023.
Master Trust 2014
In May 2014, the Company completed its offer to exchange the outstanding principal balance of three series of existing net-lease mortgage notes for three series of newly issued 2014 Notes. The terms of the new notes remain generally similar to the old notes including the interest rate and anticipated final repayment dates; however, the new notes generally amortize more slowly than the old notes and have a legal final payment date that is 17 years later than the old notes (although the anticipated repayment date remains the same). The Exchange Offer was accounted for as a debt modification and the related costs of $13.0 million and $0.7 million for the years ended December 31, 2014 and 2013, respectively, are classified as finance restructuring costs in the accompanying consolidated statements of operations.
In November 2014, the existing issuers under Master Trust 2014 and two additional indirect wholly-owned subsidiaries of the Company, collectively as co-issuers, completed the issuance of $510.0 million aggregate principal amount of net-lease mortgage notes comprised of $150.0 million of 3.50% interest only notes expected to be repaid in January 2020 and $360.0 million of 4.63% amortizing notes (interest only through November 2017) expected to be repaid in January 2030.
The Master Trust Notes are summarized below:
 
Stated
Rates
(1)
 Maturity December 31,
2016
 December 31,
2015
   (in Years) (in Thousands)
Series 2014-1 Class A15.1% 3.5 $53,919
 $65,027
Series 2014-1 Class A25.4% 3.5 253,300
 253,300
Series 2014-25.8% 4.2 226,283
 229,674
Series 2014-35.7% 5.2 311,820
 312,276
Series 2014-4 Class A13.5% 3.1 150,000
 150,000
Series 2014-4 Class A24.6% 13.1 360,000
 360,000
Total Master Trust 2014 notes5.1% 6.5 1,355,322
 1,370,277
Series 2013-1 Class A3.9% 2.0 125,000
 125,000
Series 2013-2 Class A5.3% 7.0 192,384
 196,817
Total Master Trust 2013 notes4.7% 5.0 317,384
 321,817
Total Master Trust Notes    1,672,706
 1,692,094
Debt discount, net    (18,787) (22,909)
Deferred financing costs, net    (16,376) (19,345)
Total Master Trust Notes, net    $1,637,543
 $1,649,840
(1) Represents the individual series stated interest rate as of December 31, 2016 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of December 31, 2016.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

As of December 31, 2016, the Master Trust 2014 notes were secured by 855 owned and financed properties issued by 5 indirect wholly-owned subsidiaries of the Corporation. The notes issued under Master Trust 2014 are cross-collateralized by the assets of all issuers within this trust. As of December 31, 2016, the Master Trust 2013 notes were secured by 307 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Corporation.
CMBS
As of December 31, 2016, indirect wholly-owned special purpose entity subsidiaries of the Corporation were borrowers under 29 fixed-rate non-recourse loans, excluding two defaulted loans, which have been securitized into CMBS and are secured by the borrowers' respective leased properties and related assets. The stated interest rates as of December 31, 2016 for these fixed-rate notes ranged from 3.90% to 6.52% with a weighted average stated rate of 5.70%. As of December 31, 2016, these fixed-rate loans were secured by 130 properties. As of December 31, 2016 and December 31, 2015, the unamortized deferred financing costs associated with the CMBS loans were $4.7 million and $5.5 million, respectively, and recorded net against the principal balance of the mortgages and notes payable on the accompanying consolidated balance sheets. The deferred financing costs are being amortized to interest expense over the term of the respective loans. During June, 2016, the Company repaid the remaining eight CMBS variable-rate loans and terminated the related interest rate swap agreements.
As of December 31, 2016, certain borrowers were in default under the loan agreements relating to two separate CMBS fixed-rate loans where four properties securing the respective loans were no longer generating sufficient revenue to pay the scheduled debt service. The default interest rate on these loans was between 9.85% and 10.62%. Each defaulted borrower is a bankruptcy remote special purpose entity and the sole owner of the collateral securing the loan obligations. As of December 31, 2016, the aggregate principal balance under the defaulted CMBS loans was $26.6 million, which includes $9.5 million of interest added to principal. In addition, approximately $0.4 million of lender controlled restricted cash is being held in connection with these loans that may be applied to reduce amounts owed. During the year ended December 31, 2016, defaulted loan balances aggregating $64.1 million, were retired upon the disposition of seven properties with a net book value of $34.7 million. All seven properties were sold by the Company to third parties pursuant to an amendment to the loan agreements, which provided for a specified reduction in principal balance associated with the sale of those individual properties.
Convertible Notes
The Convertible Notes are comprised of two series of notes with an aggregate principal amount of $747.5 million at both December 31, 2017 and December 31, 2016. Interest on the Convertible Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 2019 Notes, aggregate principal amount $402.5 million, accrue interest at 2.875% and are scheduled to mature on May 15, 2019. The 2021 Notes, aggregate principal amount $345.0 million, accrue interest at 3.75% and are scheduled to mature on May 15, 2021. As of December 31, 2017, the carrying amount of the Convertible Notes was $715.9 million, which is net of discounts (for the value of the embedded conversion feature) and unamortized deferred financing costs.
Holders may convert notes of either series prior to November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, only under the following circumstances: (1) if the closing price of our common stock for each of at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days in the quarter is greater than or equal to 130% of the conversion price for the Convertible Notes; (2) during the five business day period after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last closing price of our common stock and the conversion rate for the Convertible Notes; (3) if we call any or all of the Convertible Notes for redemption prior to the redemption date; or (4) upon the occurrence of specified corporate events as described in the Convertible Notes prospectus supplement. On or after November 15, 2018, in the case of the 2019 Notes, or November 15, 2020, in the case of the 2021 Notes, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert the Convertible Notes of the applicable series at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver cash, shares of common stock or a combination of cash and shares of common stock, at our election.
The initial conversion rate for the Convertible Notes is 76.3636 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $13.10 per share of common stock). The conversion rate for each series of the Convertible Notes is subject to adjustment for some events, including dividends paid in excess of threshold amounts stipulated in the agreement, but will not be adjusted for any accrued and unpaid interest. As of December 31, 2017, the conversion rate was 77.3144 per $1,000 principal note. If we undergo a fundamental change (as defined in the Convertible Notes supplemental indentures), holders may require us to repurchase all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plusaccrued and unpaid interest.
Revolving Credit Facility
On March 31, 2015, the Company entered into the Credit Agreement, among the Operating Partnership as borrower and the Company as guarantor, that established a new $600.0 million unsecured credit facility and terminated its secured $400.0 million 2013 Credit Facility. The Revolving Credit Facility matures on March 31, 2019 (extendible at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements) and includes an accordion feature to increase the committed facility size up to $1.0 billion, subject to satisfying certain requirements and obtaining additional lender commitments. On April 27, 2016, the Company expanded the borrowing capacity under the Revolving Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The Revolving Credit Facility also includes a 50.0 million sub-limit for swing-line loans and up to $60.0 million available for issuance of letters of credit. Swing-line loans and letters of credit reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. On November 3, 2015, the Company entered into a first amendment to the Credit Agreement. The amendment conforms certain of the terms and covenants to those in the Term Loan Agreement, including limiting the requirement of subsidiary guaranties to material subsidiaries (as defined in the Credit Agreement) meeting certain conditions. At December 31, 2017, there were no subsidiaries meeting this requirement.
The Revolving Credit Facility bears interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum or a specified base rate plus 0.0% to 0.55% and requires a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, in each case depending

on the Corporation's credit rating. As of December 31, 2017, the Revolving Credit Facility bore interest at LIBOR plus 1.25% based on the Company's credit rating and incurred a facility fee of 0.25% per annum.
The Operating Partnership may voluntarily prepay the Revolving Credit Facility, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any. Payment of the Revolving Credit Facility is unconditionally guaranteed by the Corporation and material subsidiaries that meet certain conditions (as defined in the Credit Agreement). As of December 31, 2017, there were no subsidiaries that met this requirement.
As of December 31, 2017, $112.0 million in borrowings were outstanding and $688.0 million of borrowing capacity was available under the Revolving Credit Facility. Amounts available for borrowing under the Revolving Credit Facility remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.60:1.00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions;
Minimum fixed charge coverage ratio (defined as EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates, to fixed charges) of 1.50:1.00;
Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.50:1:00;
Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties, to unsecured interest expense) of 1.75:1.00;
Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions; and
Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.
In addition to these covenants, the Credit Agreement also includes other customary affirmative and negative covenants, such as (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all or substantially all assets; (iv) maintenance of status as a REIT and listing on any national securities exchange; and (v) material modifications to organizational documents.
As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these covenants.
Term Loan
On November 3, 2015, we entered into a Term Loan Agreement among the Operating Partnership as borrower, the Corporation as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at our option pursuant to two one-year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to be increased to up to $600.0 million, subject to obtaining additional lender commitments. In December 2015, upon obtaining additional lender commitments, we increased the term facility from $325.0 million to $370.0 million. On December 19, 2016, we increased the term facility from $370.0 million to $420.0 million.
The Term Loan Agreement provides that borrowings bear interest at either LIBOR plus 1.35% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum, at the Operating Partnership's election. In each case, the applicable margin is determined based upon the Corporation’s leverage ratio. If the Corporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- from S&P or Fitch, Inc. or Baa3 from Moody's, the Operating Partnership may make an irrevocable election to have the margin based upon the Corporation's credit ratings. In April 2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leverage based pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, borrowings will bear interest at either LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.0% to 0.75% per annum, in each case depending on the Corporation’s credit ratings. As of December 31, 2017, the Term Loan bore interest at LIBOR plus 1.35% based on our credit rating.

The Operating Partnership may voluntarily prepay the Term Loan, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees. Amounts prepaid may be subsequently re-borrowed within 30 days. Payment of the Term Loan is unconditionally guaranteed by the Corporation and, under certain circumstances, by one or more material subsidiaries (as defined in the Term Loan Agreement) of the Corporation. The obligations of the Operating Partnership and any guarantor under the Term Loan are full recourse to the Corporation and each guarantor.
As of December 31, 2017, the Term Loan provided $420.0 million of borrowing capacity. Amounts available for borrowing under the Term Loan remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness plus the Corporation’s pro rata share of indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total asset value) of 0.60:1.00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions;
Minimum fixed charge coverage ratio (defined as consolidated EBITDA plus the Corporation’s pro rata share of EBITDA of unconsolidated affiliates to fixed charges) of 1.50:1.00;
Maximum secured indebtedness leverage ratio (defined as consolidated secured indebtedness plus the Corporation’s pro rata share of secured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents to total asset value) of 0.50:1:00;
Minimum unsecured interest coverage ratio (defined as consolidated net operating income from unencumbered properties to unsecured interest expense) of 1.75:1.00;
Maximum unencumbered leverage ratio (defined as consolidated unsecured indebtedness plus the Corporation’s pro rata share of unsecured indebtedness of unconsolidated affiliates, net of certain cash and cash equivalents, to total unencumbered asset value) of 0.60:1:00, which may be increased to 0.65:1.00 for four consecutive quarters after certain material acquisitions; and
Minimum tangible net worth of at least $3.01 billion plus 75% of the net proceeds of equity issuances by the Corporation or the Operating Partnership after December 31, 2014.
In addition, the Term Loan Agreement includes other customary affirmative and negative covenants, including (i) limitation on liens and negative pledges; (ii) transactions with affiliates; (iii) limitation on mergers, consolidations and sales of all or substantially all assets; (iv) maintenance of status as a REIT and listing on a national securities exchange; and (v) material modifications to organizational documents. The ability to borrow under the Term Loan Agreement is subject to continued compliance with all of the covenants described above.
As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
Senior Unsecured Notes
On August 18, 2016, the Operating Partnership completed a private placement of $300.0 million aggregate principal amount senior notes through a Rule 144A offering with registration rights, which are guaranteed by the Corporation. The Senior Unsecured Notes were issued at 99.378% of their principal amount, resulting in net proceeds of $296.2 million after deducting transaction fees and expenses. The Senior Unsecured Notes accrue interest at a rate of 4.450% per year, payable on March 15 and September 15 of each year, until the maturity date of September 15, 2026. The Company filed a registration statement with the SEC to exchange the private Senior Unsecured Notes for registered Senior Unsecured Notes with substantially identical terms, which became effective April 14, 2017. All $300.0 million aggregate principal amount of private Senior Unsecured Notes were tendered in the exchange for registered Senior Unsecured Notes.
The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed on or after June 15, 2026 (three months prior to the maturity date of the Senior Unsecured Notes), the redemption price will not include a make-whole premium.  

In connection with the issuance of the Senior Unsecured Notes, the Corporation and Operating Partnership remain subject to compliance with certain customary restrictive covenants including:
Maximum leverage ratio (defined as consolidated total indebtedness, to total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles) of 0.60:1.00;
Minimum unencumbered asset coverage ratio (defined as total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles, to consolidated total unsecured indebtedness) of 1.50:1:00;
Maximum secured indebtedness leverage ratio (defined as consolidated total secured indebtedness, to total consolidated undepreciated real estate assets plus the Company’s other assets, excluding accounts receivable and non-real estate intangibles) of 0.40:1.00; and
Minimum fixed charge coverage ratio (defined as consolidated income available for debt service, to the annual service charge) of 1.50:1.0.
In addition, the Senior Unsecured Notes Agreement includes other customary affirmative and negative covenants, including (i) maintenance of status as a REIT; (ii) payment of all taxes, assessments and governmental charges levied on the REIT; (iii) reporting on financial information; and (iv) maintenance of properties and property insurance.
As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
CMBS
We may use long-term, fixed-rate debt to finance our properties. In such events, we generally seek to use asset level financing that bears annual interest less than the annual rent on the related lease(s) and that matures prior to the expiration of such lease(s). In general, the obligor of our asset level debt is a special purpose entity that holds the real estate and other collateral securing the indebtedness. Each special purpose entity is a bankruptcy remote separate legal entity, and is the sole owner of its assets and solely responsible for its liabilities other than typical non-recurring covenants.
As of December 31, 2017, we had 12 loans with approximately $332.6 million of outstanding principal balances under our fixed rate CMBS loans, with a weighted average contractual interest rate of 5.81% and a weighted average maturity of 4.6 years. Approximately one-third of this debt is partially amortizing and requires a balloon payment at maturity. These balances include six separate fixed-rate CMBS loans that are in default due to the underperformance of the eight properties that secure them. As of December 31, 2017, the aggregate principal balance under the defaulted CMBS loans was $64.3 million, including $13.2 million of default interest added to principal, and is discussed further below. Excluding these six loans, the outstanding principal obligations under our CMBS fixed-rate loans as of December 31, 2017 was $268.3 million.
The table below shows the outstanding principal obligations, including amortization, of these CMBS fixed rate loans as of December 31, 2017 and the year in which the loans mature (dollars in thousands). The information displayed in the table excludes amounts and interest rates related to the defaulted loans and the eight properties securing them.
Year of MaturityNumber of Loans Number of Properties Stated Interest Rate Range Weighted Average Stated Rate Scheduled Principal Balloon Total
              
2018
 
 0 % $3,692
 $
 $3,692
2019
 
  
 3,905
 
 3,905
2020
 
  
 4,100
 
 4,100
2021
 
  
 4,365
 
 4,365
20221
 12
 4.67% 4.67
 4,617
 42,400
 47,017
Thereafter5
 88
 5.23%-6.00% 5.48
 7,276
 197,980
 205,256
Total6
 100
   5.35% $27,955
 $240,380
 $268,335


CMBS Liquidity Matters
As of December 31, 2017, we are in default on six separate CMBS loans due to the underperformance of the properties securing these loans. The wholly-owned special purpose entities subject to these mortgage loans are separate legal entities and the sole owner of their assets and responsible for their liabilities. The aggregate outstanding principal balance of these loans, including capitalized interest, totaled $64.3 million. We believe the value of these properties is less than the related debt. As a result, we have notified the lenders of each special purpose entity that we anticipate either surrendering these properties to the lenders or selling them in certain instances in exchange for relieving the indebtedness, including any accrued interest and accrued or unpaid property expenses, encumbering them.
The following table provides key elements of the defaulted mortgage loans (dollars in thousands):
IndustryProperties Net Book Value Monthly Base Rent Pre-Default Outstanding Principal 
Capitalized Interest (1)
 Total Debt Outstanding 
Restricted Cash (2)
 Stated Rate Default Rate 
Accrued Interest (1)
                    
Manufacturing2 $3,618
 $16
 $5,460
 $11,354
 $16,814
 $
 5.85% 9.85% $143
Sporting Goods1 3,070
 
 6,321
 429
 6,750
 453
 5.62
 10.62
 80
Consumer Electronics1 3,021
 
 8,592
 592
 9,184
 286
 5.87
 9.87
 62
Multi-Tenant Retail1 12,580
 95
 17,250
 398
 17,648
 575
 5.53
 7.53
 78
Sporting Goods2 3,457
 
 9,625
 310
 9,935
 
 4.39
 9.39
 78
Sporting Goods1 2,010
 
 3,853
 128
 3,981
 169
 4.65
 9.65
 33

8 $27,756
 $111
 $51,101
 $13,211
 $64,312
 $1,483
 5.44% 9.21% $474
(1) Interest capitalized to principal that remains unpaid.
(2) Represents restricted cash controlled by the lender that may be applied to reduce the outstanding principal balance.
Debt Maturities
Future principal payments due on our various types of debt outstanding as of December 31, 2017 (in thousands):
 Total 2018 2019 2020 2021 2022 Thereafter
              
Revolving Credit Facility112,000
 
 112,000
 
 
 
 
Master Trust Notes2,248,504
 163,185
 40,230
 410,713
 237,790
 969,020
 427,566
CMBS - fixed-rate (1)
332,647
 68,004
 3,905
 4,100
 4,365
 47,017
 205,256
Convertible Notes747,500
 
 402,500
 
 345,000
 
 
Unsecured Senior Notes300,000
 
 
 
 
 
 300,000
 $3,740,651
 $231,189
 $558,635
 $414,813
 $587,155
 $1,016,037
 $932,822
(1) The CMBS - fixed-rate payment balance in 2018 includes $64.3 million, including $13.2 million of capitalized interest, for the acceleration of principal payable following an event of default under 6 separate CMBS loans with stated maturities in 2018.

Contractual Obligations
The following table provides information with respect to our commitments as well as potential acquisitions under contract as of December 31, 2017, the table does not reflect available debt extensions (in thousands):
  Payment due by period
          More than
    Less than 1 1-3 years 3-5 years 5 years
Contractual Obligations Total Year (2018) (2019-2020) (2021-2022) (after 2022)
           
Debt - Principal $3,740,651
 $231,189
 $973,448
 $1,603,192
 $932,822
Debt - Interest (1) (3)
 795,950
 170,252
 288,219
 192,452
 145,027
Acquisitions Under Contract (2)
 29,281
 29,281
 
 
 
Capital Improvements 34,128
 30,203
 2,525
 1,400
 
Operating Lease Obligations 43,842
 3,157
 6,356
 6,312
 28,017
Total $4,643,852
 $464,082
 $1,270,548
 $1,803,356
 $1,105,866
(1) Excludes interest on defaulted mortgage loans.
(2) Contracts contain standard cancellation clauses contingent on results of due diligence.
(3) Debt - Interest has been calculated based on outstanding balances as of December 31, 2017 through their respective maturity dates and excludes unamortized non-cash deferred financing costs of $39.6 million, unamortized debt discount of $61.4 million and any interest due on defaulted mortgage loans, including $0.5 million accrued as of December 31, 2017.
Distribution Policy
Distributions from our current or accumulated earnings are generally classified as ordinary income, whereas distributions in excess of our current and accumulated earnings, to the extent of a stockholder’s federal income tax basis in our common stock, are generally classified as a return of capital. Under the 2017 Tax Legislation, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Distributions in excess of a stockholder’s federal income tax basis in our common stock are generally characterized as capital gain.
We are required to distribute 90% of our taxable income (subject to certain adjustments and excluding net capital gain) on an annual basis to maintain qualification as a REIT for federal income tax purposes and are required to pay federal income tax at regular corporate rates to the extent we distribute less than 100% of our taxable income (including capital gains).
We intend to make distributions that will enable us to meet the distribution requirements applicable to REITs and to eliminate or minimize our obligation to pay corporate-level federal income and excise taxes.
Any distributions will be at the sole discretion of our Board of Directors, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, FFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as our Board of Directors deems relevant.

Cash Flows
Comparison of Years Ended December 31, 2017 and 2016
The following table presents a summary of our cash flows for the years ended December 31, 2017 and 2016 (in thousands):
 Years Ended
 December 31,
 2017 2016 Change
Net cash provided by operating activities$386,393
 $361,409
 $24,984
Net cash provided by (used in) investing activities82,942
 (117,251) 200,193
Net cash used in financing activities(470,596) (255,889) (214,707)
Net (decrease) increase in cash and cash equivalents$(1,261) $(11,731) $10,470
As of December 31, 2017, we had $8.8 million of unrestricted cash and cash equivalents as compared to $10.1 million as of December 31, 2016.
Operating Activities
Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.
The increase in net cash provided by operating activities was primarily attributable to a decrease in costs associated with debt extinguishment of $22.9 million due to a lower volume of mortgage debt being extinguished, a decrease in cash paid for interest of $18.4 million related to the lower level of outstanding mortgage debt, and reduced restructuring charge payments of $11.3 million as restructuring activities were finalized in 2016, offset by a decrease in cash revenue of $19.1 million and increases in property costs of $5.8 million related to reimbursable and non-reimbursable property taxes, and G&A costs of $3.6 million.
The decrease in revenue was primarily attributable to the disposition of 192 properties, representing a gross investment in real estate during the year ended December 31, 2017 of $510.9 million, partially offset by the acquisition of 39 properties, during the same period, with a real estate investment value totaling $323.0 million.
Investing Activities
Cash provided by (used in) investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.
Net cash provided by investing activities during 2017 included cash proceeds of $472.5 million from the disposition of 192 properties, offset by $279.9 million to fund the acquisition of 39 properties and capitalized real estate expenditures of $46.1 million and the transfer of sales proceeds to restricted cash accounts of $71.3 million . Net cash provided by investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $12.8 million and the investment in notes receivable of $5.0 million.
During the same period in 2016, net cash used in investing activities included $655.8 million to fund the acquisition of 269 properties and capitalized real estate expenditures of $27.1 million partially offset by cash proceeds of $524.8 million from the disposition of 213 properties. Net cash used in investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $8.4 million, offset by the release of sales proceeds from restricted cash accounts of $2.3 million.
Financing Activities
Generally, our net cash used in financing activities is impacted by our common and preferred stock offerings and activity, including repurchases of our common stock under our Stock Repurchase Program, borrowings under our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.

Net cash used in financing activities during 2017 was primarily attributable to the repayment of the $420.0 million Term Loan, the payment of dividends to common and preferred equity owners of $341.7 million, the repurchase of 35,839,965 shares of the Company's outstanding common stock for $286.6 million and repayments of $221.3 million in mortgages and notes payable, offset by the issuance of 6.9 million shares of Class A Preferred Stock for net proceeds of $166.2 million, and debt issuances under our Spirit Master Funding Program of $618.6 million.
Net cash used in financing activities during 2016 was primarily attributable to the repayment of our indebtedness of $863.8 million and the payment of dividends to equity owners of $323.6 million, both of which were primarily funded from our operating cash flows, net borrowings under our Revolving Credit Facility and Term Loan of $86.0 million and $95.0 million, respectively, net proceeds of $298.1 million from the issuance of $300.0 million aggregate principal Senior Unsecured Notes and the sale of an aggregate 40.8 million shares of our common stock in an underwritten public offering and under our ATM Program, generating net proceeds of $368.9 million and $77.7 million, respectively.
Comparison of Years Ended December 31, 2016 and 2015
The following table presents a summary of our cash flows for the years ended December 31, 2016 and 2015 (in thousands):
 Years Ended
 December 31,
 2016 2015 Change
Net cash provided by operating activities$361,409
 $371,986
 $(10,577)
Net cash used in investing activities(117,251) (385,696) 268,445
Net cash provided by financing activities(255,889) (140,681) (115,208)
Net increase (decrease) in cash and cash equivalents$(11,731) $(154,391) $142,660
As of December 31, 2016, we had $10.1 million of cash and cash equivalents as compared to $21.8 million as of December 31, 2015.
Operating Activities
Our cash flows from operating activities are primarily dependent upon the occupancy level of our portfolio, the rental rates specified in our leases, the collectability of rent and the level of our operating expenses and other general and administrative costs.
The decrease in net cash provided by operating activities was primarily attributable to an increase in debt extinguishment costs of $18.1 million, restructuring charge payments of $10.2 million, G&A costs of $6.9 million, payments to terminate interest rate swap agreements of $1.7 million and net changes in operating assets and liabilities of $7.2 million, partially offset by an increase in cash revenue of $12.9 million and a decrease in cash paid for interest of $27.4 million.
The increase in revenue was primarily attributable to the acquisition of 269 properties, representing a gross investment in real estate during the year ended December 31, 2016 totaling $704.9 million partially offset by the disposition of 213 properties during the same period with a real estate investment value of $598.7 million.
Investing Activities
Cash used in investing activities is generally used to fund property acquisitions, for investments in loans receivable and, to a limited extent, for capital expenditures. Cash provided by investing activities generally relates to the disposition of real estate and other assets.
Net cash used in investing activities during 2016 included $655.8 million to fund the acquisition of 269 properties and capitalized real estate expenditures of $27.1 million partially offset by cash proceeds of $524.8 million from the disposition of 213 properties. Net cash used in investing activities also included collections of principal on loans receivable and real estate assets under direct financing leases totaling $8.4 million, offset by the release of sales proceeds from restricted cash accounts of $2.3 million.
During the same period in 2015, net cash used in investing activities included $876.0 million to fund the acquisition of 232 properties and capitalized real estate expenditures of $10.3 million partially offset by cash proceeds of $496.6 million from the disposition of 110 properties. Net cash used in investing activities also included investment in loans

receivable of $4.0 million, partially offset by the release of sales proceeds from restricted cash accounts of $41.0 million and collections of principal on loans receivable and real estate assets under direct financing leases totaling $6.8 million.
Financing Activities
Generally, our net cash (used in) provided by financing activities is impacted by our net borrowings and common stock offerings, including sales of our common stock under our ATM Program, common stock offerings, borrowings under our Revolving Credit Facilities and Term Loan, and issuances of net-lease mortgage notes under our Spirit Master Funding Program.
Net cash used in financing activities during 2016 was primarily attributable to the repayment of our indebtedness of $863.8 million and the payment of dividends to equity owners of $323.6 million, both of which were primarily funded from our operating cash flows, net borrowings under our Revolving Credit Facility and Term Loan of $86.0 million and $95.0 million, respectively, net proceeds of $298.1 million from the issuance of $300.0 million aggregate principal Senior Unsecured Notes and the sale of an aggregate 40.8 million shares of our common stock in an underwritten public offering and under our ATM Program, generating net proceeds of $368.9 million and $77.7 million, respectively.
Net cash used in financing activities during 2015 was primarily attributable to the repayment of our indebtedness of $512.5 million, the payment of dividends to equity owners of $292.3 million, both of which were paid primarily through sources from our operating cash flows, and net repayments under our Revolving Credit Facilities of $15.2 million. These amounts were partially offset by the issuance and sale of 23.0 million shares of our common stock in an underwritten public offering and the sale of 6.6 million shares of our common stock under our ATM Program for aggregate net proceeds of $347.2 million and borrowings under our Term Loan of $325.0 million.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to financial market risks, especially interest rate risk. Interest rates and other factors, such as occupancy, rental rates and the financial condition of our tenants, influence our performance more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. As described above, we generally offer leases that provide for payments of base rent with scheduled increases and, to a lesser extent, contingent rent based on a percentage of the tenant’s gross sales to help mitigate the effect of inflation. Because the properties in our portfolio are generally leased to tenants under triple-net leases, our exposure to rising property operating costs due to inflation is mitigated.
Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and global economic and political conditions, which are beyond our control. Our operating results depend heavily on the difference between the revenue from our assets and the interest expense incurred on our borrowings. We may incur additional variable rate debt in the future, including amounts that we may borrow under our Revolving Credit Facility and Term Loan. In addition, decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments, which may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected. Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to acquire real estate with rental rates high enough to offset the increase in interest rates on our borrowings.
In the event interest rates rise significantly or there is an economic downturn, defaults may increase and result in credit losses, which may adversely affect our liquidity and operating results. In a decreasing interest rate environment, borrowers are generally more likely to prepay their loans in order to obtain financing at lower interest rates. However, the vast majority of our mortgage notes payable have prepayment clauses that make refinancing during a decreasing interest rate environment uneconomical. Investments in our mortgage loans receivable, however, have significant prepayment protection in the form of yield maintenance provisions, which provide us with substantial yield protection in a decreasing interest rate environment with respect to this portion of our investment portfolio.
The objective of our interest rate risk management policy is to match fund fixed-rate assets with fixed-rate liabilities. As of December 31, 2017, our assets were primarily long-term, fixed-rate leases (though most have scheduled rental increases during the terms of the leases). As of December 31, 2017, $3.6 billion of our indebtedness was fixed-rate, consisting of our Master Trust Notes, fixed-rate CMBS loans, Senior Unsecured Notes and Convertible Notes, with a weighted average stated interest rate of 4.67%, excluding amortization of deferred financing costs and debt discounts/premiums. As of December 31, 2017, $112.0 million of our indebtedness was variable-rate, consisting of our Revolving Credit Facility, with a weighted average stated interest rate of 2.74%, excluding amortization of deferred financing

costs and debt discounts/premiums. If one-month LIBOR as of December 31, 2017 increased by 12.5 basis points, or 0.125%, the resulting increase in annual interest expense with respect to the $112.0 million outstanding under the variable-rate obligations would impact our future earnings and cash flows by $140.0 thousand.
The estimated fair values of our debt instruments have been derived based on market quotes for comparable instruments or discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates and credit spreads. The debt instrument balances as of December 31, 2017 are as follows (in thousands):
 Carrying
Value
 Estimated
Fair Value
    
Revolving Credit Facility$112,000
 $111,997
Term Loan, net (1)

 
Senior Unsecured Notes, net (1)
295,321
 299,049
Mortgages and notes payable, net (1)
2,516,478
 2,657,599
Convertible Notes, net (1)
715,881
 761,440
(1) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums.

Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Item 8. Financial Statements and Supplemental Data
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets of Spirit Realty Capital, Inc. as of December 31, 2017 and 2016
Consolidated Statements of Operations of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Stockholders' Equity of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows of Spirit Realty Capital, Inc. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Balance Sheets of Spirit Realty, L.P. as of December 31, 2017 and 2016
Consolidated Statements of Operations of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Income of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Partners' Capital of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows of Spirit Realty, L.P. for the Years Ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Spirit Realty Capital, Inc.’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Spirit Realty Capital, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2017 consolidated financial statements of the Company and our report dated February 22, 2018 expressed an unqualified opinion thereon.
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 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/ Ernst & Young LLP
Dallas, Texas
February 22, 2018

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Spirit Realty Capital, Inc. (the Company) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have 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, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2018 expressed an unqualified opinion thereon.
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 US 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.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2003.
Dallas, Texas
February 22, 2018


Report of Independent Registered Public Accounting Firm
To the Partners of Spirit Realty, L.P. and the Board of Directors of
Spirit Realty Capital, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Spirit Realty, L.P. (the Operating Partnership) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income, partners’ capital and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
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 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. 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/ Ernst & Young LLP
We have served as the Operating Partnership’s auditor since 2016.
Dallas, Texas
February 22, 2018






SPIRIT REALTY CAPITAL, INC.
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)

 December 31,
2017
 December 31,
2016
Assets


Investments:


Real estate investments:


Land and improvements$2,588,930

$2,704,010
Buildings and improvements4,692,377

4,775,221
Total real estate investments7,281,307

7,479,231
Less: accumulated depreciation(1,075,643)
(940,005)

6,205,664

6,539,226
Loans receivable, net79,967

66,578
Intangible lease assets, net409,903

470,276
Real estate assets under direct financing leases, net24,865

36,005
Real estate assets held for sale, net48,929

160,570
Net investments6,769,328

7,272,655
Cash and cash equivalents8,798

10,059
Deferred costs and other assets, net231,045

140,917
Goodwill254,340

254,340
Total assets$7,263,511

$7,677,971




Liabilities and stockholders’ equity


Liabilities:


Revolving Credit Facility$112,000

$86,000
Term Loan, net

418,471
Senior Unsecured Notes, net295,321
 295,112
Mortgages and notes payable, net2,516,478

2,162,403
Convertible Notes, net715,881

702,642
Total debt, net3,639,680

3,664,628
Intangible lease liabilities, net155,303

182,320
Accounts payable, accrued expenses and other liabilities148,919

148,915
Total liabilities3,943,902

3,995,863
Commitments and contingencies (see Note 8)




Stockholders’ equity:


Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares and no shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively, liquidation preference of $25.00 per share166,193
 
Common stock, $0.01 par value, 750,000,000 shares authorized: 448,868,269 shares and 483,624,120 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively4,489

4,836
Capital in excess of common stock par value5,193,631

5,177,086
Accumulated deficit(2,044,704)
(1,499,814)
Total stockholders’ equity3,319,609

3,682,108
Total liabilities and stockholders’ equity$7,263,511

$7,677,971
See accompanying notes.

SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Operations
(In Thousands, Except Share and Per Share Data)



  Years Ended December 31,
  2017 2016 2015
Revenues:      
Rentals $639,017
 $648,363
 $634,151
Interest income on loans receivable 3,791
 5,253
 6,948
Earned income from direct financing leases 2,078
 2,742
 3,024
Tenant reimbursement income 16,747
 14,125
 15,952
Other income 7,322
 15,491
 7,260
Total revenues 668,955
 685,974
 667,335
Expenses:      
General and administrative 62,064
 52,615
 47,730
Restructuring charges 
 6,341
 7,056
Transaction costs 6,361
 
 
Property costs (including reimbursable) 36,617
 30,839
 27,715
Real estate acquisition costs 1,356
 3,229
 2,739
Interest 190,127
 196,586
 222,901
Depreciation and amortization 256,019
 262,276
 260,633
Impairments 102,330
 88,275
 70,695
Total expenses 654,874
 640,161
 639,469
Income from continuing operations before other (expense) income and income tax expense 14,081
 45,813
 27,866
Other (expense) income:      
(Loss) gain on debt extinguishment (1,645) 233
 (3,162)
Total other (expense) income (1,645) 233
 (3,162)
Income from continuing operations before income tax expense 12,436
 46,046
 24,704
Income tax expense (394) (965) (601)
Income from continuing operations 12,042
 45,081
 24,103
Discontinued operations:      
Income from discontinued operations 
 
 98
Gain on disposition of assets 
 
 590
Income from discontinued operations 
 
 688
Income before gain on disposition of assets 12,042
 45,081
 24,791
Gain on disposition of assets 65,106
 52,365
 68,421
Net Income 77,148
 97,446
 93,212
Dividends paid to preferred stockholders (2,530) 
 
Net income attributable to common stockholders $74,618
 $97,446
 $93,212
       
Net income per share attributable to common stockholders—basic $0.16
 $0.21
 $0.21
       
Net income per share attributable to common stockholders—diluted $0.16
 $0.21
 $0.21
Weighted average shares of common stock outstanding:      
Basic 467,934,945
 469,217,776
 432,222,953
Diluted 467,942,788
 469,246,265
 432,545,625
See accompanying notes.

SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Comprehensive Income
(In Thousands)

 Years Ended December 31,
 2017 2016 2015
Net income attributable to common stockholders$74,618
 $97,446
 $93,212
Other comprehensive income:     
Change in net unrealized losses on cash flow hedges
 (1,137) (1,190)
Net cash flow hedge losses reclassified to operations
 2,165
 1,245
Total comprehensive income$74,618
 $98,474
 $93,267
See accompanying notes.


SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Stockholders’ Equity
(In Thousands, Except Share Data)

  Preferred Stock Common Stock 
Accumulated
Deficit
   
Total
Stockholders’
Equity
  Shares Par 
Value and Capital in Excess of Par Value
 Shares Par 
Value
 
Capital in
Excess of
Par Value
  AOCL 
Balances, December 31, 2014 
 $
 411,350,440
 $4,113
 $4,361,320
 $(1,052,688) $(1,083) $3,311,662
Net income 
 
 
 
 
 93,212
 
 93,212
Other comprehensive income 
 
 
 
 
 
 55
 55
Dividends declared on common stock 
 
 
 
 
 (298,531) 
 (298,531)
Tax withholdings related to net stock settlements 
 
 (426,158) (4) 
 (4,268) 
 (4,272)
Issuance of shares of common stock, net 
 
 29,610,100
 296
 346,915
 
 
 347,211
Exercise of stock options 
 
 5,000
 
 46
 
 
 46
Stock-based compensation, net 
 
 1,280,582
 13
 13,042
 (564) 
 12,491
Balances, December 31, 2015 
 $
 441,819,964
 $4,418
 $4,721,323
 $(1,262,839) $(1,028) $3,461,874
Net income 
 
 
 
 
 97,446
 
 97,446
Other comprehensive income 
 
 
 
 
 
 1,028
 1,028
Dividends declared on common stock 
 
 
 
 
 (333,180) 
 (333,180)
Tax withholdings related to net stock settlements 
 
 (72,835) (1) 
 (752) 
 (753)
Issuance of shares of common stock, net 
 
 40,835,360
 408
 446,205
 
 
 446,613
Stock-based compensation, net 
 
 1,041,631
 11
 9,558
 (489) 
 9,080
Balances, December 31, 2016 
 $
 483,624,120
 $4,836
 $5,177,086
 $(1,499,814) $
 $3,682,108
Net income 
 
 
 
 
 77,148
 
 77,148
Dividends declared on preferred stock 
 
 
 
 
 (2,530) 
 (2,530)
Net income available to common stockholders 
 
 
 
 
 74,618
 
 74,618
Issuance of preferred stock 6,900,000
 166,193
 
 
 
 
 
 166,193
Dividends declared on common stock 
 
 
 
 
 (332,402) 
 (332,402)
Tax withholdings related to net stock settlements 
 
 (440,312) (4) 
 (3,538) 
 (3,542)
Repurchase of common shares 
 
 (35,839,965) (358) 
 (282,731) 
 (283,089)
Stock-based compensation, net 
 
 1,524,426
 15
 16,545
 (837) 
 15,723
Balances, December 31, 2017 6,900,000
 $166,193
 448,868,269
 $4,489
 $5,193,631
 $(2,044,704) $
 $3,319,609
See accompanying notes.
SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Cash Flows
(In Thousands)


  Years Ended December 31,
  2017 2016 2015
Operating activities      
Net Income $77,148
 $97,446
 $93,212
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 256,019
 262,276
 260,633
Impairments 102,330
 88,275
 70,729
Amortization of deferred financing costs 9,896
 9,070
 7,937
Payments to terminate interest rate swap 
 (1,724) 
Derivative net settlements, amortization and terminations 
 1,811
 (132)
Amortization of debt discounts 13,572
 6,217
 2,322
Stock-based compensation expense 16,560
 9,570
 13,321
Loss (gain) on debt extinguishment 1,645
 (233) 3,162
Debt extinguishment costs (3,305) (26,219) (8,112)
Gains on dispositions of real estate and other assets (65,106) (52,365) (69,011)
Non-cash revenue (28,439) (26,333) (20,930)
Bad debt expense and other 5,913
 (594) 151
Changes in operating assets and liabilities:      
Deferred costs and other assets, net (1,418) (6,561) (604)
Accounts payable, accrued expenses and other liabilities 1,578
 6,308
 13,382
Accrued restructuring charges 
 (5,535) 5,926
Net cash provided by operating activities 386,393
 361,409
 371,986
Investing activities      
Acquisitions of real estate (279,934) (655,835) (875,983)
Capitalized real estate expenditures (46,100) (27,078) (10,269)
Investments in loans receivable (4,995) (5,073) (4,020)
Collections of principal on loans receivable and real estate assets under direct financing leases 12,769
 8,410
 6,822
Proceeds from dispositions of real estate and other assets 472,496
 524,776
 496,646
Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges 
 39,869
 (39,869)
Transfers of net sales proceeds (to) from Master Trust Release (71,294) (2,320) 40,977
Net cash provided by (used in) investing activities 82,942
 (117,251) (385,696)
SPIRIT REALTY CAPITAL, INC.
Consolidated Statements of Cash Flows
(In Thousands)


  Years Ended December 31,
  2017 2016 2015
Financing activities      
Borrowings under Revolving Credit Facilities 940,200
 1,080,000
 798,000
Repayments under Revolving Credit Facilities (914,200) (994,000) (813,181)
Borrowings under mortgages and notes payable 618,603
 
 
Repayments under mortgages and notes payable (221,310) (863,836) (512,486)
Borrowings under Term Loan 
 796,000
 325,000
Repayments under Term Loan (420,000) (701,000) 
Borrowings under Senior Unsecured Notes 
 298,134
 
Deferred financing costs (8,255) (4,352) (6,150)
Proceeds from issuance of common stock, net of offering costs 
 446,613
 347,211
Proceeds from issuance of preferred stock, net of offering costs 166,193
 
 
Repurchase of shares of common stock (286,631) (753) (4,272)
Proceeds from exercise of stock options 
 
 46
Preferred stock dividends paid (2,530) 
 
Common stock dividends paid (339,174) (323,640) (292,262)
Transfers (from) to reserve/escrow deposits with lenders, net (3,492) 10,945
 17,413
Net cash used in financing activities (470,596) (255,889) (140,681)
Net decrease in cash and cash equivalents (1,261) (11,731) (154,391)
Cash and cash equivalents, beginning of year 10,059
 21,790
 176,181
Cash and cash equivalents, end of year $8,798
 $10,059
 $21,790
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Balance Sheets
(In Thousands, Except Unit and Per Unit Data)

 December 31,
2017
 December 31,
2016
Assets   
Investments:   
Real estate investments:   
Land and improvements$2,588,930
 $2,704,010
Buildings and improvements4,692,377
 4,775,221
Total real estate investments7,281,307
 7,479,231
Less: accumulated depreciation(1,075,643) (940,005)
 6,205,664
 6,539,226
Loans receivable, net79,967
 66,578
Intangible lease assets, net409,903
 470,276
Real estate assets under direct financing leases, net24,865
 36,005
Real estate assets held for sale, net48,929
 160,570
Net investments6,769,328
 7,272,655
Cash and cash equivalents8,798
 10,059
Deferred costs and other assets, net231,045
 140,917
Goodwill254,340
 254,340
Total assets$7,263,511
 $7,677,971
Liabilities and stockholders’ equity   
Liabilities:   
Revolving Credit Facility$112,000
 $86,000
Term Loan, net
 418,471
Senior Unsecured Notes, net295,321
 295,112
Mortgages and notes payable, net2,516,478
 2,162,403
Notes payable to Spirit Realty Capital, Inc., net715,881
 702,642
Total debt, net3,639,680
 3,664,628
Intangible lease liabilities, net155,303
 182,320
Accounts payable, accrued expenses and other liabilities148,919
 148,915
Total liabilities3,943,902
 3,995,863
Commitments and contingencies (see Note 8)

 

Partners' Capital   
Partnership units   
General partner's common capital, 3,988,218 units issued and outstanding as of both December 31, 2017 and December 31, 201624,426
 26,586
Limited partners' preferred capital: 6,900,000 and no units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively166,193
 
Limited partners' common capital, 444,880,051 and 479,635,902 units issued and outstanding as of December 31, 2017 and December 31, 2016, respectively3,128,990
 3,655,522
Total partners' capital3,319,609
 3,682,108
Total liabilities and partners' capital$7,263,511
 $7,677,971
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Operations
(In Thousands, Except Unit and Per Unit Data)
  Years Ended December 31,
  2017 2016 2015
Revenues:      
Rentals $639,017
 $648,363
 $634,151
Interest income on loans receivable 3,791
 5,253
 6,948
Earned income from direct financing leases 2,078
 2,742
 3,024
Tenant reimbursement income 16,747
 14,125
 15,952
Other income 7,322
 15,491
 7,260
Total revenues 668,955
 685,974
 667,335
Expenses:      
General and administrative 62,064
 52,615
 47,730
Restructuring charges 
 6,341
 7,056
Transaction costs 6,361
 
 
Property costs (including reimbursable) 36,617
 30,839
 27,715
Real estate acquisition costs 1,356
 3,229
 2,739
Interest 190,127
 196,586
 222,901
Depreciation and amortization 256,019
 262,276
 260,633
Impairments 102,330
 88,275
 70,695
Total expenses 654,874
 640,161
 639,469
Income from continuing operations before other (expense) income and income tax expense 14,081
 45,813
 27,866
Other (expense) income:      
(Loss) gain on debt extinguishment (1,645) 233
 (3,162)
Total other (expense) income (1,645) 233
 (3,162)
Income from continuing operations before income tax expense 12,436
 46,046
 24,704
Income tax expense (394) (965) (601)
Income from continuing operations 12,042
 45,081
 24,103
Discontinued operations:      
Income from discontinued operations 
 
 98
Gain on disposition of assets 
 
 590
Income from discontinued operations 
 
 688
Income before gain on disposition of assets 12,042
 45,081
 24,791
Gain on disposition of assets 65,106
 52,365
 68,421
Net income $77,148
 $97,446
 $93,212
Preferred distributions (2,530) 
 
Net income after preferred distributions 74,618
 97,446
 93,212
       
Net income attributable to general partners 657
 825
 855
Net income attributable to limited partners 76,491
 96,621
 92,357
       
Net income per common partnership unit - basic $0.16
 $0.21
 $0.21
       
Net income per common partnership unit —diluted $0.16
 $0.21
 $0.21
Weighted average common partnership units outstanding:      
Basic 467,934,945
 469,217,776
 432,222,953
Diluted 467,942,788
 469,246,265
 432,545,625
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Comprehensive Income
(In Thousands)

 Years Ended December 31,
 2017 2016 2015
Net income$77,148
 $97,446
 $93,212
Other comprehensive income:     
Change in net unrealized losses on cash flow hedges
 (1,137) (1,190)
Net cash flow hedge losses reclassified to operations
 2,165
 1,245
Total comprehensive income$77,148
 $98,474
 $93,267
See accompanying notes.


SPIRIT REALTY, L.P.
Consolidated Statements of Partners' Capital
(In Thousands, Except Unit Data)
 Preferred Units Common Units Total Partnership Capital
  
Limited Partners' Capital (2)
 
General Partner's Capital (1)
 
Limited Partners' Capital (2)
 
  Units Amount Units Amount Units Amount 
Balances, December 31, 2014 
 $
 3,988,218
 $30,456
 407,362,222
 $3,281,206
 $3,311,662
Net income 
 
 
 855
 
 92,357
 93,212
Other comprehensive income 
 
 
 1
 
 54
 55
Partnership distributions declared 
 
 
 (2,738) 
 (295,793) (298,531)
Tax withholdings related to net settlement of partnership units 
 
 
 
 (426,158) (4,272) (4,272)
Issuance of partnership units, net 
 
 
 
 29,610,100
 347,211
 347,211
Exercise of partnership units 
 
 
 
 5,000
 46
 46
Stock-based compensation, net 
 
 
 
 1,280,582
 12,491
 12,491
Balances, December 31, 2015 
 $
 3,988,218
 $28,574
 437,831,746
 $3,433,300
 $3,461,874
Net income 
 
 
 825
 
 96,621
 97,446
Other comprehensive income 
 
 
 9
 
 1,019
 1,028
Partnership distributions declared 
 
 
 (2,822) 
 (330,358) (333,180)
Tax withholdings related to net settlement of partnership units 
 
 
 
 (72,835) (753) (753)
Issuance of partnership units, net 
 
 
 
 40,835,360
 446,613
 446,613
Stock-based compensation, net 
 
 
 
 1,041,631
 9,080
 9,080
Balances, December 31, 2016 
 $
 3,988,218
 $26,586
 479,635,902
 $3,655,522
 $3,682,108
Net income 
 
 
 $657
 
 $76,491
 $77,148
Partnership distributions declared on preferred units 
 
 
 
 
 (2,530) (2,530)
Net income after preferred distributions   
   657
 
 73,961
 74,618
Issuance of preferred partnership units 6,900,000
 166,193
 
 
 
 
 166,193
Partnership distributions declared on common units 
 
 
 (2,817) 
 (329,585) (332,402)
Tax withholdings related to net partnership unit settlements 
 
 
 
 (440,312) (3,542) (3,542)
Repurchase of partnership units 
 
 
 
 (35,839,965) (283,089) (283,089)
Stock-based compensation 
 
 
 
 1,524,426
 15,723
 15,723
Balances, December 31, 2017 6,900,000
 $166,193
 3,988,218
 $24,426
 444,880,051
 $3,128,990
 $3,319,609
(1) Consists of general partnership interests held by Spirit General OP Holdings, LLC.
(2) Consists of limited partnership interests held by Spirit Realty Capital, Inc. and Spirit Notes Partner, LLC.
See accompanying notes.

SPIRIT REALTY, L.P.
Consolidated Statements of Cash Flows
(In Thousands)

 Years Ended December 31,
 2017 2016 2015
Operating activities     
Net Income$77,148
 $97,446
 $93,212
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization256,019
 262,276
 260,633
Impairments102,330
 88,275
 70,729
Amortization of deferred financing costs9,896
 9,070
 7,937
Payments to terminate interest rate swap
 (1,724) 
Derivative net settlements, amortization and terminations
 1,811
 (132)
Amortization of debt discounts13,572
 6,217
 2,322
Stock-based compensation expense16,560
 9,570
 13,321
Loss (gain) on debt extinguishment1,645
 (233) 3,162
Debt extinguishment costs(3,305) (26,219) (8,112)
Gains on dispositions of real estate and other assets(65,106) (52,365) (69,011)
Non-cash revenue(28,439) (26,333) (20,930)
Bad debt expense and other5,913
 (594) 151
Changes in operating assets and liabilities:     
Deferred costs and other assets, net(1,418) (6,561) (604)
Accounts payable, accrued expenses and other liabilities1,578
 6,308
 13,382
Accrued restructuring charges
 (5,535) 5,926
Net cash provided by operating activities386,393
 361,409
 371,986
Investing activities     
Acquisitions of real estate(279,934) (655,835) (875,983)
Capitalized real estate expenditures(46,100) (27,078) (10,269)
Investments in loans receivable(4,995) (5,073) (4,020)
Collections of principal on loans receivable and real estate assets under direct financing leases12,769
 8,410
 6,822
Proceeds from dispositions of real estate and other assets472,496
 524,776
 496,646
Transfers of net sales proceeds from (to) restricted accounts pursuant to 1031 Exchanges
 39,869
 (39,869)
Transfers of net sales proceeds (to) from Master Trust Release(71,294) (2,320) 40,977
Net cash provided by (used in) investing activities82,942
 (117,251) (385,696)

 Years Ended December 31,
 2017 2016 2015
Financing activities

 

 

Borrowings under Revolving Credit Facilities940,200
 1,080,000
 798,000
Repayments under Revolving Credit Facilities(914,200) (994,000) (813,181)
Borrowings under mortgages and notes payable618,603
 
 
Repayments under mortgages and notes payable(221,310) (863,836) (512,486)
Borrowings under Term Loan
 796,000
 325,000
Repayments under Term Loan(420,000) (701,000) 
Borrowings under Senior Unsecured Notes
 298,134
 
Deferred financing costs(8,255) (4,352) (6,150)
Proceeds from issuance of common stock, net of offering costs
 446,613
 347,211
Proceeds from issuance of preferred stock, net of offering costs166,193
 
 
Repurchase of partnership units(286,631) (753) (4,272)
Proceeds from exercise of partnership units
 
 46
Preferred distributions paid(2,530) 
 
Common distributions paid(339,174) (323,640) (292,262)
Transfers (from) to reserve/escrow deposits with lenders, net(3,492) 10,945
 17,413
Net cash used in financing activities(470,596) (255,889) (140,681)
Net decrease in cash and cash equivalents(1,261) (11,731) (154,391)
Cash and cash equivalents, beginning of year10,059
 21,790
 176,181
Cash and cash equivalents, end of year$8,798
 $10,059
 $21,790


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements
December 31, 2017


Note 1. Organization
Organization and Operations
Spirit Realty Capital, Inc. (the "Corporation" or, with its consolidated subsidiaries, the "Company") operates as a self-administered and self-managed REIT that seeks to generate and deliver sustainable and attractive returns for stockholders by investing primarily in and managing a portfolio of single-tenant, operationally essential real estate throughout the U.S. that is generally leased on a long-term, triple-net basis to tenants operating within predominantly retail, but also office and industrial property types. Single tenant, operationally essential real estate generally refers to free-standing, commercial real estate facilities where tenants conduct activities that are essential to the generation of their sales and profits.The Company began operations through a predecessor legal entity in 2003.
The Company’s operations are generally carried out through Spirit Realty, L.P. (the "Operating Partnership") and its subsidiaries. Spirit General OP Holdings, LLC ("OP Holdings"), one of the Corporation's wholly-owned subsidiaries, is the sole general partner and owns approximately 1% of the Operating Partnership. The Corporation and a wholly-owned subsidiary ("Spirit Notes Partner, LLC") are the only limited partners and together own the remaining 99% of the Operating Partnership.
On August 3, 2017, the Company announced a proposed Spin-Off of almost all of its interests in properties leased to Shopko, assets that collateralize Master Trust 2014 and other additional assets into an independent, publicly traded REIT, Spirit MTA REIT, or SMTA. Transaction costs associated with the spin off for the year ended December 31, 2017 totaled $6.4 million, and are included within transaction costs on the accompanying consolidated statements of operations.
Note 2. Summary of Significant Accounting Policies
Basis of Accounting and Principles of Consolidation
The accompanying consolidated financial statements of the Company and the Operating Partnership have been prepared on the accrual basis of accounting, in accordance with GAAP. The consolidated financial statements of the Company include the accounts of the Corporation and its wholly-owned subsidiaries. The consolidated financial statements of the Operating Partnership include the accounts of the Operating Partnership and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
All expenses incurred by the Company have been allocated to the Operating Partnership in accordance with the Operating Partnership's first amended and restated agreement of limited partnership, which management determined to be a reasonable method of allocation. Therefore, expenses incurred would not be materially different if the Operating Partnership had operated as an unaffiliated entity.
The Company has formed numerous special purpose entities to acquire and hold real estate encumbered by indebtedness (see Note 4). Each special purpose entity is a separate legal entity and is the sole owner of its assets and responsible for its liabilities. The assets of these special purpose entities are not available to pay, or otherwise satisfy obligations to, the creditors of any affiliate or owner of another entity unless the special purpose entities have expressly agreed and are permitted under their governing documents. As of December 31, 2017 and 2016, net assets totaling $2.78 billion and $2.95 billion, respectively, were held, and net liabilities totaling $2.63 billion and $2.26 billion, respectively, were owed by these encumbered special purpose entities and are included in the accompanying consolidated balance sheets.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Segment Reporting
The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments.
Real Estate Investments
Carrying Value of Real Estate Investments
The Company’s real estate properties are recorded at cost and depreciated using the straight-line method over the estimated remaining useful lives of the properties, which generally range from 20 to 50 years for buildings and improvements and from 5 to 20 years for land improvements. Portfolio assets classified as “held for sale” are not depreciated. Properties classified as “held for sale” are recorded at the lower of their carrying value or their fair value, less anticipated selling costs.
Purchase Accounting and Acquisition of Real Estate
When acquiring a property, the purchase price (including acquisition and closing costs) is allocated to land, building, improvements and equipment based on their relative fair values. For properties acquired with in-place leases, the purchase price of real estate is allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values. In making estimates of fair values for this purpose, a number of sources are used, including independent appraisals and information obtained about each property as a result of pre-acquisition due diligence and marketing and leasing activities.
Lease Intangibles
Lease intangibles, if any, acquired in conjunction with the purchase of real estate represent the value of in-place leases and above or below-market leases. For real estate acquired subject to existing lease agreements, in-place lease intangibles are valued based on the Company’s estimate of costs related to acquiring a tenant and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition of the real estate and the Company’s estimate of current market lease rates for the property, measured over a period equal to the remaining initial term of the lease.
In-place lease intangibles are amortized on a straight-line basis over the remaining initial term of the related lease and included in depreciation and amortization expense. Above-market lease intangibles are amortized over the remaining initial terms of the respective leases as a decrease in rental revenue. Below market lease intangibles are amortized as an increase to rental revenue over the remaining initial term of the respective leases, but may be amortized over the renewal periods if the Company believes it is likely the tenant will exercise the renewal option. If the Company believes it is likely a lease will terminate early, the unamortized portion of any related lease intangible is immediately recognized in impairment loss in the Company’s consolidated statements of operations.
Investment in Direct Financing Leases
For real estate property leases classified as direct financing leases, the building portion of the lease is accounted for as a direct financing lease, while the land portion is accounted for as operating leases when certain criteria are met. For direct financing leases, the Company records an asset which represents the net investment that is determined by using the aggregate of the total amount of future minimum lease payments, the estimated residual value of the leased property and deferred incremental direct costs less unearned income. Income is recognized over the life of the lease to approximate a level rate of return on the net investment. Residual values, which are reviewed annually, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased property. Actual residual values realized could differ from these estimates. The Company evaluates the collectability of future minimum lease payments on each direct financing lease primarily through the evaluation of payment history and the underlying creditworthiness of the tenant. There were no amounts past due as of December 31, 2017 and 2016. The Company’s direct financing leases are evaluated individually for the purpose of determining if an allowance is needed. Any write-down of an estimated residual value is recognized as an impairment loss in the current period and earned

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

income adjusted prospectively. The Company's direct financing leases were acquired in connection with the Merger. There were no impairment losses on direct financing leases during the years ended December 31, 2017 and 2016. There were $4.8 million in impairment losses related to two direct financing leases during the year ended December 31, 2015.
Impairment
The Company reviews its real estate investments and related lease intangibles periodically for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers factors such as expected future undiscounted cash flows, estimated residual value, market trends (such as the effects of leasing demand and competition) and other factors in making this assessment. An asset is considered impaired if its carrying value exceeds its estimated undiscounted cash flows and the impairment is calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Estimating future cash flows and fair values are highly subjective and such estimates could differ materially from actual results. Key assumptions used in estimating future cash flows and fair values include, but are not limited to, revenue growth rates, interest rates, discount rates, capitalization rates, lease renewal probabilities, tenant vacancy rates and other factors.
Revenue Recognition
The Company primarily leases real estate to its tenants under long-term, triple-net leases that are classified as operating leases. Lease origination fees are deferred and amortized over the related lease term as an adjustment to rental revenue. Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Under certain leases, tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Tenant reimbursements are recorded on a gross basis in instances when our tenants reimburse us for property costs which we incur.Tenant receivables are carried net of the allowances for uncollectible amounts.
The Company’s leases generally provide for rent escalations throughout the lease terms. For leases that provide for specific contractual escalations, rental revenue is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accordingly, accrued rental revenue, calculated as the aggregate difference between the rental revenue recognized on a straight-line basis and scheduled rents, represents unbilled rent receivables that the Company will receive only if the tenants make all rent payments required through the expiration of the initial term of the leases. The accrued rental revenue representing this straight-line adjustment is subject to an evaluation for collectability, and the Company records a provision for losses against rental revenues if collectability of these future rents is not reasonably assured. Leases that have contingent rent escalators indexed to future increases in the CPI may adjust over a one-year period or over multiple-year periods. Generally, these escalators increase rent at the lesser of (a) 1 to 2 times CPI over a specified period, (b) a fixed percentage, or (c) a fixed schedule. Because of the volatility and uncertainty with respect to future changes in the CPI, the Company’s inability to determine the extent to which any specific future change in the CPI is probable at each rent adjustment date during the entire term of these leases and the Company’s view that the multiplier does not represent a significant leverage factor, rental revenue from leases with this type of escalator are recognized only after the changes in the rental rates have occurred.
Some of the Company’s leases also provide for contingent rent based on a percentage of the tenant’s gross sales. For contingent rentals that are based on a percentage of the tenant’s gross sales, the Company recognizes contingent rental revenue when the change in the factor on which the contingent lease payment is based actually occurs.
The Company suspends revenue recognition if the collectability of amounts due pursuant to a lease is not reasonably assured or if the tenant’s monthly lease payments become more than 60 days past due, whichever is earlier.
Lease termination fees are included in other income on the Company’s consolidated statements of operations and are recognized when there is a signed termination agreement and all of the conditions of the agreement have been met. The Company recorded lease termination fees of $5.0 million, $7.3 million and $5.8 million during the years ended December 31, 2017, 2016 and 2015, respectively.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Goodwill
Goodwill arises from business combinations and represents the excess of the cost of an acquired entity over the net fair value amounts that were assigned to the identifiable assets acquired and the liabilities assumed. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company did not record any impairment on its existing goodwill for the years ended December 31, 2017, 2016 and 2015.
Prior to the Company's adoption of ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, on January 1, 2017 on a prospective basis, when the Company disposed of a real estate asset that constituted a business under GAAP, a portion of goodwill was allocated to the carrying value of the real estate asset considered to be a business to determine the gain or loss on the disposal. The portion of goodwill allocated was derived from the proportionate fair value of the business to the fair value of the Company’s reporting unit. Goodwill related to real estate assets not previously classified as held for sale of $6.3 million and $12.7 million was written off during the years ended December 31, 2016 and 2015, respectively. Under the new guidance, the dispositions of properties generally no longer qualify as a disposition of a business and therefore no allocation of goodwill occurs when determining gain or loss on sale.
The following table presents a reconciliation of the Company’s goodwill from January 1, 2015 to December 31, 2017 (in thousands):
 Consolidated
Balance as of December 31, 2014$285,848
Goodwill allocated to dispositions of a business(21,498)
Balance as of December 31, 2015264,350
Goodwill allocated to dispositions of a business(10,010)
Balance as of December 31, 2016254,340
Goodwill allocated to dispositions of a business
Balance as of December 31, 2017$254,340
Allowance for Doubtful Accounts
The Company reviews its rent and other tenant receivables for collectability on a regular basis, taking into consideration changes in factors such as 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 tenant operates. In the event that the collectability of a receivable with respect to any tenant is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made. The Company provided for reserves for uncollectible amounts totaling $12.4 million and $6.4 million at December 31, 2017 and 2016, respectively, against accounts receivable balances of $27.2 million and $25.3 million, respectively. Receivables are recorded within deferred cost and other assets, net in the accompanying consolidated balance sheets. Receivables are written off against the reserves for uncollectible amounts when all possible means of collection have been exhausted.
For deferred rental revenues related to the straight-line method of reporting rental revenue, the collectability review includes management’s estimates of amounts that will not be realized and an assessment of the risks inherent in the portfolio, giving consideration to historical experience. The Company established a reserve for losses of $1.8 million and $7.7 million at December 31, 2017 and 2016, respectively, against deferred rental revenue receivables of $81.6 million and $71.1 million, respectively. Deferred rental revenue receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets.
Loans Receivable
Loans receivable consists of mortgage loans, net of premium, and notes receivables. Interest on loans receivable is recognized using the effective interest rate method.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Impairment and Allowance for Loan Losses
The Company periodically evaluates the collectability of its loans receivable, including accrued interest, by analyzing the underlying property-level economics and trends, collateral value and quality, and other relevant factors in determining the adequacy of its allowance for loan losses. A loan is determined to be impaired when, in management’s judgment based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses are provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeds the estimated fair value of the underlying collateral less disposition costs. Delinquent loans receivable are written off against the allowance when all possible means of collection have been exhausted. As of December 31, 2017, there was an allowance for loan losses on loans receivable of $0.4 million and a $0.5 million allowance for loan losses as of December 31, 2016.
A loan is placed on non-accrual status when the loan has become 60 days past due, or earlier if management determines that full recovery of the contractually specified payments of principal and interest is doubtful. While on non-accrual status, interest income is recognized only when received. Five mortgage loans were on non-accrual status with a balance of $1.5 million as of December 31, 2017, compared to none as of December 31, 2016. No notes receivable were on non-accrual status as of December 31, 2017, compared to one note receivable on non-accrual status with a balance of $0.5 million as of December 31, 2016.
Cash and Cash Equivalents
Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money market funds of major financial institutions with fund investments consisting of highly-rated money market instruments and other short-term instruments.
Restricted Cash and Escrow Deposits
Restricted cash and deposits in escrow, classified within deferred costs and other assets, net in the accompanying consolidated balance sheets consisted of the following (in thousands):
 December 31, 2017 December 31, 2016
Collateral deposits (1)
$1,751
 $2,044
Tenant improvements, repairs, and leasing commissions (2)
8,257
 9,739
Master Trust Release (3)
85,703
 14,412
Liquidity reserve (4)
5,503
 
Other (5)
4,695
 644
 $105,909
 $26,839
(1) Funds held in lender controlled accounts generally used to meet future debt service or certain property operating expenses. Balance changes are reflected in financing activities within the consolidated statements of cash flows.
(2) Deposits held as additional collateral support by lenders to fund improvements, repairs and leasing commissions incurred to secure a new tenant. Balance changes are reflected in financing activities within the consolidated statements of cash flows.
(3) Proceeds from the sale of assets pledged as collateral under the Spirit Master Funding Program, which are held on deposit until a qualifying substitution is made or the funds are applied as prepayment of principal. Balance changes are reflected in investing activities within the consolidated statements of cash flows.
(4) Liquidity reserve cash was placed on deposit in conjunction with issuance of additional series of notes under Master Trust 2014 in December 2017 and is held until there is a cashflow shortfall as defined in the Master Trust 2014 agreements or a liquidation of Master Trust 2014 occurs. Additionally, the liquidity reserve can be released upon achieving certain performance criteria. Balance changes are reflected in financing activities within the consolidated statements of cash flows.
(5) Funds held in lender controlled accounts released after scheduled debt service requirements are met. Balance changes are reflected in operating activities within the consolidated statements of cash flows.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Accounting for Derivative Financial Instruments and Hedging Activities
The Company utilizes derivative instruments such as interest rate swaps and caps for purposes of hedging exposures to fluctuations in interest rates associated with certain of its financing transactions. At the inception of a hedge transaction, the Company enters into a contractual arrangement with the hedge counterparty and formally documents the relationship between the derivative instrument and the financing transaction being hedged, as well as its risk management objective and strategy for undertaking the hedge transaction. At inception and at least quarterly thereafter, a formal assessment is performed to determine whether the derivative instrument has been highly effective in offsetting changes in cash flows of the related financing transaction and whether it is expected to be highly effective in the future.
The fair value of the derivative instrument is recorded on the balance sheet as either an asset or liability. For derivatives designated as cash flow hedges, the effective portions of the corresponding change in fair value of the derivatives are recorded in AOCL within stockholders’ equity and partners' capital. Changes in fair value reported in other comprehensive income (loss) are reclassified to operations in the period in which operations are affected by the underlying hedged transaction. Any ineffective portions of the change in fair value are recognized immediately in general and administrative expense. The amounts paid or received on the hedge are recognized as adjustments to interest expense (see Note 5).
Income Taxes
The Company has elected to be taxed as a REIT under the Code. As a REIT, the Company generally will not be subject to federal income tax provided it continues to satisfy certain tests concerning the Company’s sources of income, the nature of its assets, the amounts distributed to its stockholders, and the ownership of Company stock. Management believes the Company has qualified and will continue to qualify as a REIT and therefore, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Even if the Company qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income tax and excise tax on its undistributed income. Taxable income from non-REIT activities managed through any of the Company’s taxable REIT subsidiaries is subject to federal, state, and local taxes, which are not material.
The Operating Partnership is a partnership for federal income tax purposes. Partnerships are pass-through entities and are not subject to U.S. federal income taxes, therefore no provision has been made for federal income taxes in the accompanying financial statements. Although most states and cities where the Operating Partnership operates follow the U.S. federal income tax treatment, there are certain jurisdictions such as Texas, Tennessee and Ohio that impose income or franchise taxes on a partnership.
Franchise taxes are included in general and administrative expenses on the accompanying consolidated statements of operations.
Earnings Per Share and Unit
The Company’s unvested restricted common stock, which contains non-forfeitable rights to receive dividends, are considered participating securities requiring the two-class method of computing earnings per share and unit. Under the two class method, earnings attributable to unvested restricted shares are deducted from income from continuing operations in the computation of net income attributable to common stockholders. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on their respective weighted average shares outstanding during the period. Under the terms of the Amended Incentive Award Plan and the related restricted stock awards (see Note 13), losses are not allocated to participating securities including undistributed losses as a result of dividends declared exceeding net income. The Company uses income or loss from continuing operations as the basis for determining whether potential common shares are dilutive or anti-dilutive and undistributed net income or loss as the basis for determining whether undistributed earnings are allocable to participating securities.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Unaudited Interim Information
The consolidated quarterly financial data in Note 16 is unaudited. In the opinion of management, this financial information reflects all adjustments necessary for a fair presentation of the respective interim periods. All such adjustments are of a normal recurring nature.
New Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606. This new guidance establishes a principles-based approach for accounting for revenue from contracts with customers and is effective for annual reporting periods beginning after December 15, 2017, with early application permitted for annual reporting periods beginning after December 15, 2016. The Company plans to adopt the new revenue recognition standard effective January 1, 2018 under the modified retrospective method, and have elected to apply the standard only to contracts that are not completed as of the date of adoption (i.e. January 1, 2018). In evaluating the impact of this new standard, the Company identified that lease contracts covered by Topic 840, Leases, are excluded from the scope of this new guidance. As such, after the Company's evaluation of the new guidance, the Company has concluded that there will be no material impact of this ASU on its revenues, results of operations, financial position or disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. Leases pursuant to which the Company is the lessee primarily consist of its corporate office and equipment leases. The amendments in this ASU are effective for the fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified restrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. Upon adoption, the Company will record certain expenses paid directly by its tenants that protect the Company's interests in its properties, such as insurance and real estate taxes, to property costs and the related tenant reimbursement income to revenue, with no impact on net income. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies many aspects of accounting for share-based payment transactions under ASC Topic 718, Compensation - Stock Compensation, including income tax consequences, classification of awards as either equity or liability, forfeiture rate calculations and classification on the statement of cash flows. The Company adopted this new guidance effective January 1, 2017 and made an accounting policy election to recognize stock-based compensation forfeitures as they occur, whereas previously stock-based compensation forfeitures were estimated and recognized based on historical forfeiture rates. This change has been applied prospectively and had no material impact on the financial statements of the Company.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which requires more timely recognition of credit losses associated with financial assets. ASU 2016-13 requires financial assets (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which addresses specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and requires retrospective adoption unless it is impracticable to apply, in which case it is to be applied prospectively as of the earliest date practicable. The Company plans to adopt ASU 2016-15 effective January 1, 2018 and has determined that this standard will result in debt prepayment and debt extinguishment costs being presented in the financing activities in the consolidated statement of cash flows. The Company currently does not expect there to be a material impact on its statement of cash flows for other types of transactions.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. As a result, restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance is to be applied retrospectively. The Company currently plans to adopt ASU 2016-18 effective January 1, 2018 and does not expect the change in presentation to have a material impact on the consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which narrows the definition of a business. The Company early adopted the guidance effective January 1, 2017 and application is on a prospective basis. Under the new guidance, the acquisition of a property with an in-place lease generally is no longer accounted for as an acquisition of a business, but instead as an asset acquisition, meaning the transaction costs of such an acquisition are now capitalized instead of expensed. Further, dispositions of properties generally no longer qualify as a disposition of a business and therefore no allocation of goodwill occurs when determining gain or loss on sale.
Note 3. Investments
Real Estate Investments
As of December 31, 2017, the Company’s gross investment in real estate properties and loans totaled approximately $7.90 billion, representing investments in 2,480 properties, including 88 properties or other related assets securing mortgage loans. The gross investment is comprised of land, buildings, lease intangible assets and lease intangible liabilities, as adjusted for any impairment, and the carrying amount of loans receivable, real estate assets held under direct financing leases and real estate assets held for sale. The portfolio is geographically dispersed throughout 49 states with only one state, Texas, with a real estate investment of 12.2%, accounting for more than 10.0% of the total dollar amount of the Company’s real estate investment portfolio.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

During the years ended December 31, 2017 and 2016, the Company had the following real estate and loan activity, net of accumulated depreciation and amortization:
 Number of Properties Dollar Amount of Investments
 Owned Financed Total Owned Financed Total
      
 (In Thousands)
Gross balance, December 31, 20152,485
 144
 2,629
 $8,198,685
 $104,003
 $8,302,688
Acquisitions/improvements (1)
269
 
 269
 711,510
 
 711,510
Dispositions of real estate (2)(3)
(213) 
 (213) (598,662) 
 (598,662)
Principal payments and payoffs
 (70) (70) 
 (34,955) (34,955)
Impairments
 
 
 (88,073) (176) (88,249)
Write-off of gross lease intangibles
 
 
 (42,307) 
 (42,307)
Loan premium amortization and other
 
 
 (77) (2,294) (2,371)
Gross balance, December 31, 20162,541
 74
 2,615
 8,181,076
 66,578
 8,247,654
Acquisitions/improvements (1)
43
 16
 59
 326,766
 23,300
 350,066
Dispositions of real estate (2)(3)
(192) 
 (192) (510,863) 
 (510,863)
Principal payments and payoffs
 (2) (2) 
 (7,878) (7,878)
Impairments
 
 
 (101,941) (389) (102,330)
Write-off of gross lease intangibles
 
 
 (67,139) 
 (67,139)
Loan premium amortization and other
 
 
 (4,841) (1,644) (6,485)
Gross balance, December 31, 20172,392
 88
 2,480
 $7,823,058
 $79,967
 $7,903,025
Accumulated depreciation and amortization      (1,289,304) 
 (1,289,304)
Other      304
 
 304
Net balance, December 31, 2017      $6,534,058
 $79,967
 $6,614,025
(1)
Includes investments of $42.6 million and $20.5 million, respectively, in revenue producing capitalized expenditures, as well as $3.5 million and $6.6 million, respectively, of non-revenue producing capitalized expenditures for the years ended December 31, 2017 and 2016.
(2)
The total accumulated depreciation and amortization associated with dispositions of real estate was $57.1 million and $126.4 million, respectively, for the years ended December 31, 2017 and 2016.
(3)
For the years ended December 31, 2017, 2016 and 2015 the total gain on disposal of assets for properties held in use and held for sale was $24.6 million and $40.5 million, $35.8 million and $16.6 million, and $34.5 million and $33.9 million, respectively.

Scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases (including realized rent increases occurring after January 1, 2018) are as follows (in thousands):
 December 31,
2017
2018$599,194
2019587,493
2020570,820
2021542,899
2022507,936
Thereafter3,637,342
Total future minimum rentals$6,445,684

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Because lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum rentals do not include any contingent rentals based on a percentage of the lessees’ gross sales or lease escalations based on future changes in the CPI or other stipulated reference rate.
Loans Receivable
The following table details loans receivable, net of premium and allowance for loan losses (in thousands):
 December 31,
2017
 December 31,
2016
Mortgage loans - principal$69,963
 $55,410
Mortgage loans - premium, net of amortization5,038
 7,194
Allowance for loan losses(389) 
    Mortgages loans, net74,612
 62,604
Other note receivables - principal5,355
 4,474
Allowance for loan losses
 (500)
     Other note receivables5,355
 3,974
Total loans receivable, net$79,967
 $66,578
As of December 31, 2017 and 2016, the Company held a total of 10 and 8, respectively, first-priority mortgage loans (representing loans to 6 and 4 borrowers, respectively). These mortgage loans are secured by single-tenant commercial properties and generally have fixed interest rates over the term of the loans. There are 3 other notes receivable, one $3.5 million note is secured by tenant assets and stock and the other two are unsecured.
Lease Intangibles, Net
The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands):
 December 31,
2017
 December 31,
2016
In-place leases$591,551
 $624,723
Above-market leases89,640
 88,873
Less: accumulated amortization(271,288) (243,320)
Intangible lease assets, net$409,903
 $470,276
    
Below-market leases$216,642
 $236,008
Less: accumulated amortization(61,339) (53,688)
Intangible lease liabilities, net$155,303
 $182,320
The amounts amortized as a net increase to rental revenue for capitalized above and below-market leases was $6.5 million, $6.6 million and $5.8 million for the years ended December 31, 2017, 2016 and 2015, respectively. The value of in-place leases amortized and included in depreciation and amortization expense was $43.3 million, $46.4 million and $49.9 million for the years ended December 31, 2017, 2016 and 2015, respectively. The remaining weighted average amortization period for in-place leases, above-market leases, below-market leases and in total was 13.8 years 9.5 years, 17.5 years and 10.6 years, respectively, as of December 31, 2017. The remaining weighted average amortization period for in-place leases, above-market leases, below-market leases and in total was 14.6 years, 10.3 years, 18.5 years and 11.2 years, respectively, as of December 31, 2016. During the year ended December 31, 2017, the Company acquired in-place lease intangible assets of $18.7 million, above-market lease intangible assets of $6.5 million and below-market lease intangible liabilities of $2.0 million.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Based on the balance of intangible assets and liabilities at December 31, 2017, the net aggregate amortization expense for the next five years and thereafter is expected to be as follows (in thousands):
2018$32,343
201930,736
202028,717
202126,108
202222,838
Thereafter113,858
Total future minimum amortization$254,600
Real Estate Assets Under Direct Financing Leases
The components of real estate investments held under direct financing leases were as follows (in thousands):
 December 31,
2017
 December 31, 2016
Minimum lease payments receivable$7,325
 $9,456
Estimated residual value of leased assets24,552
 35,640
Unearned income(7,012) (9,091)
Real estate assets under direct financing leases, net$24,865
 $36,005
Real Estate Assets Held for Sale
The Company is continually evaluating the portfolio of real estate assets and may elect to dispose of assets considering criteria including, but not limited to, tenant concentration, tenant credit quality, unit financial performance, local market conditions and lease rates, associated indebtedness, asset location, and tenant operation type (e.g., industry, sector, or concept/brand). Real estate assets held for sale are expected to be sold within twelve months. The following table shows the activity in real estate assets held for sale, net for the years ended December 31, 2017 and 2016:
 Number of Properties Carrying Value
 (In Thousands)
Balance, December 31, 201536
 $84,259
Transfers from real estate investments72
 246,730
Sales(59) (126,100)
Transfers to real estate investments held and used(5) (21,046)
Impairments  (23,273)
Balance, December 31, 201644
 160,570
Transfers from real estate investments82
 216,502
Sales(91) (208,029)
Transfers to real estate investments held and used(20) (95,382)
Impairments  (24,732)
Balance, December 31, 201715
 48,929

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Impairments
The following table summarizes total impairment losses recognized in continuing and discontinued operations on the accompanying consolidated statements of operations (in thousands):
 Years Ended December 31,
 2017 2016 2015
Real estate and intangible asset impairment$93,441
 $80,390
 $68,565
Write-off of lease intangibles, net8,500
 7,683
 1,666
Loans receivable impairment389
 176
 324
Total impairments from real estate investment net assets102,330
 88,249
 70,555
Other impairment
 26
 174
Total impairment loss in contuining and discontinued operations$102,330
 $88,275
 $70,729
Impairments for the twelve months ended December 31, 2017 were comprised of $24.8 million on properties classified as held for sale and $77.2 million properties classified a held and used. Impairments for the twelve months ended December 31, 2016 were comprised of $23.1 million on properties held for sale and $47.2 million on properties classified as held and used. Impairments for the twelve months ended December 31, 2015 were comprised of $15.0 million on properties held for sale and $55.4 million on properties classified as held and used.
Note 4. Debt
The debt of the Company and the Operating Partnership are the same, except for the presentation of the Convertible Notes. The Convertible Notes were issued by the Company. Subsequently, an intercompany note between the Company and the Operating Partnership was executed with terms identical to those of the Convertible Notes. Therefore, in the consolidated balance sheet of the Operating Partnership, the amounts related to the Convertible Notes are reflected as notes payable to Spirit Realty Capital, Inc., net. The Company's debt is summarized below:
 
2017
Weighted Average Effective
Interest Rates
(1)
 
2017
Weighted Average Stated Rates
(2)
 
2017
Weighted Average Maturity
(3)
 December 31, 2017 December 31, 2016
       (In Thousands)
Revolving Credit Facility3.88% 2.44% 1.2 $112,000
 $86,000
Term Loan2.68% 2.50% 0.8 
 420,000
Master Trust Notes5.52% 5.01% 5.2 2,248,504
 1,672,706
CMBS - fixed-rate5.78% 5.81% 4.6 332,647
 528,427
Convertible Notes5.32% 3.28% 2.3 747,500
 747,500
Unsecured Senior Notes4.65% 4.45% 8.7 300,000
 300,000
Total debt5.04% 4.35% 4.7 3,740,651
 3,754,633
Debt discount, net      (61,399) (52,894)
Deferred financing costs, net (4)
      (39,572) (37,111)
Total debt, net      $3,639,680
 $3,664,628
(1)The effective interest rates include amortization of debt discount/premium, amortization of deferred financing costs, facility fees and non-utilization fees, where applicable, calculated for the year ended December 31, 2017.
(2) Represents the weighted average stated interest rate based on the outstanding principal balance as of December 31, 2017.
(3) Represents the weighted average maturity based on the outstanding principal balance as of December 31, 2017.
(4) The Company records deferred financing costs for the Revolving Credit Facility in deferred costs and other assets, net on its consolidated balance sheets.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Revolving Credit Facility
On March 31, 2015, the Company, as guarantor, and the Operating Partnership, as borrower, entered into the Credit Agreement that established a new $600.0 million unsecured credit facility. The Revolving Credit Facility matures on March 31, 2019 (extendible at the Operating Partnership's option to March 31, 2020, subject to satisfaction of certain requirements) and includes an accordion feature to increase the committed facility size up to $1.0 billion, subject to satisfying certain requirements and obtaining additional lender commitments. On April 27, 2016, the Company expanded the borrowing capacity under the Revolving Credit Facility from $600.0 million to $800.0 million by partially exercising the accordion feature under the terms of the Credit Agreement. The Revolving Credit Facility also includes a $50.0 million sub-limit for swing-line loans and up to $60.0 million available for issuance of letters of credit. Swing-line loans and letters of credit reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. On November 3, 2015, the Company entered into a first amendment to the Credit Agreement. The amendment conforms certain of the terms and covenants to those in the Term Loan Agreement, including limiting the requirement of subsidiary guaranties to material subsidiaries (as defined in the Credit Agreement) meeting certain conditions. At December 31, 2017, there were no subsidiaries meeting this requirement.
The Revolving Credit Facility bears interest at a rate equal to LIBOR plus 0.875% to 1.55% per annum or a specified base rate plus 0.0% to 0.55% and requires a facility fee in an amount equal to the aggregate revolving credit commitments (whether or not utilized) multiplied by a rate equal to 0.125% to 0.30% per annum, in each case depending on the Corporation's credit rating. As of December 31, 2017, the Revolving Credit Facility bore interest at LIBOR plus 1.25% based on the Company's credit rating and incurred a facility fee of 0.25% per annum.
The Operating Partnership may voluntarily prepay the Revolving Credit Facility, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees, if any. Payment of the Revolving Credit Facility is unconditionally guaranteed by the Corporation and material subsidiaries that meet certain conditions (as defined in the Credit Agreement). The Revolving Credit Facility is full recourse to the Operating Partnership and the aforementioned guarantors.
As a result of entering into the Revolving Credit Facility and expanding the borrowing capacity, the Company incurred origination costs of $4.8 million. These deferred financing costs are being amortized to interest expense over the remaining initial term of the Revolving Credit Facility. The unamortized deferred financing costs relating to the Revolving Credit Facility were $1.6 million and $2.9 million, at December 31, 2017 and 2016, respectively, and were recorded in deferred costs and other assets, net on the accompanying consolidated balance sheets.
As of December 31, 2017, $112.0 million was outstanding, there was $688.0 million of borrowing capacity available under the Revolving Credit Facility and no outstanding letters of credit. The Operating Partnership's ability to borrow under the Revolving Credit Facility is subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
Term Loan
On November 3, 2015, the Company entered into a Term Loan Agreement among the Operating Partnership, as borrower, the Company as guarantor and the lenders that are parties thereto. The Term Loan Agreement provides for a $325.0 million senior unsecured term facility that has an initial maturity date of November 2, 2018, which may be extended at the Company's option pursuant to two one-year extension options, subject to the satisfaction of certain conditions and payment of an extension fee. In addition, an accordion feature allows the facility to be increased up to $600.0 million, subject to obtaining additional lender commitments. During the fourth quarter of 2015 and 2016, the Company exercised the accordion feature per the Credit Agreement and increased the term facility borrowing capacity from $325.0 million to $370.0 million and $420.0 million, respectively.
The Term Loan Agreement provides that borrowings bear interest at either LIBOR plus 1.35% to 1.80% per annum or a specified base rate plus 0.35% to 0.80% per annum, at the Operating Partnership's option. In each case, the applicable margin is determined based upon the Corporation's leverage ratio. If the Corporation obtains at least two credit ratings on its senior unsecured long-term indebtedness of BBB- from S&P or Fitch, Inc. or Baa3 from Moody's, the Operating Partnership may make an irrevocable election to have the margin based upon the Corporation's credit ratings. In April

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

2016, the Corporation received a first time rating of BBB- from Fitch and was upgraded to a BBB- corporate issuer rating by S&P. As a result, the Operating Partnership elected to change the interest rate grid from leveraged based pricing to credit rating based pricing in the second quarter of 2016. Under credit rating based pricing, borrowings bear interest at either LIBOR plus 0.90% to 1.75% per annum or a specified base rate plus 0.0% to 0.75% per annum, in each case depending on the Corporation’s credit ratings.
The Operating Partnership may voluntarily prepay the Term Loan, in whole or in part, at any time, without premium or penalty, but subject to applicable LIBOR breakage fees. Borrowings may be repaid without premium or penalty, and may be re-borrowed within 30 days up to the then available loan commitment and subject to occurrence limitations within any twelve-month period. Payment of the Term Loan is unconditionally guaranteed by the Corporation and, under certain circumstances, by one or more material subsidiaries (as defined in the Term Loan Agreement) of the Corporation. The obligations of the Corporation and any guarantor under the Term Loan are full recourse to the Corporation and each guarantor.
As a result of entering into the Term Loan, the Company incurred origination costs of $2.4 million. These deferred financing costs are being amortized to interest expense over the remaining initial term of the Term Loan. As of December 31, 2017 and 2016, the unamortized deferred financing costs relating to the Term Loan were $0.7 million and $1.5 million, respectively, and were recorded net against the principal balance of mortgages and notes payable and the Term Loan for 2017 and 2016, respectively, on the accompanying consolidated balance sheets.
As of December 31, 2017, there was a zero outstanding balance and $420.0 million of borrowing capacity available under the Term Loan. The Operating Partnership's ability to borrow under the Term Loan is subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative covenants. The Corporation has unconditionally guaranteed all obligations of the Operating Partnership under the Term Loan Agreement. As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
Senior Unsecured Notes
On August 18, 2016, the Operating Partnership completed a private placement of $300.0 million aggregate principal amount of senior notes through a Rule 144A offering with registration rights, which are guaranteed by the Corporation. The Senior Unsecured Notes were issued at 99.378% of their principal amount, resulting in net proceeds of $296.2 million, after deducting transaction fees and expenses. The Senior Unsecured Notes accrue interest at a rate of 4.450% per year, payable on March 15 and September 15 of each year, until the maturity date of September 15, 2026. The Company filed a registration statement with the SEC to exchange the private Senior Unsecured Notes for registered Senior Unsecured Notes with substantially identical terms, which became effective April 14, 2017. All $300.0 million aggregate principal amount of private Senior Unsecured Notes were tendered in the exchange for registered Senior Unsecured Notes.
The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of: an amount equal to 100% of the principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium calculated in accordance with the indenture. Notwithstanding the foregoing, if any of the Senior Unsecured Notes are redeemed on or after June 15, 2026 (three months prior to the maturity date of the Senior Unsecured Notes), the redemption price will not include a make-whole premium.  
In connection with the offering, the Operating Partnership incurred $3.4 million in deferred financing costs. This amount is being amortized to interest expense over the life of the Senior Unsecured Notes. The unamortized deferred financing costs relating to the Senior Unsecured Notes were $3.0 million and $3.1 million as of December 31, 2017 and 2016, respectively, and recorded net against the Senior Unsecured Notes principal balance on the accompanying consolidated balance sheets.
In connection with the issuance of the Senior Unsecured Notes, the Corporation and Operating Partnership are subject to ongoing compliance with a number of customary financial covenants and other customary affirmative and negative

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

covenants. As of December 31, 2017, the Corporation and the Operating Partnership were in compliance with these financial covenants.
Master Trust Notes
The Company has access to an asset-backed securitization platform, the Spirit Master Funding Program, to raise capital through the issuance of non-recourse net-lease mortgage notes collateralized by commercial real estate, net-leases and mortgage loans. The Spirit Master Funding Program consists of two separate securitization trusts, Master Trust 2013 and Master Trust 2014, each of which have one or multiple bankruptcy-remote, special purpose entities as issuers or co-issuers of the notes. Each issuer is an indirect wholly-owned special purpose entity of the Corporation and of the Operating Partnership.
Master Trust 2013
In December 2013, an indirect wholly-owned subsidiary of the Company issued $330.0 million aggregate principal amount of investment grade rated net-lease mortgage notes comprised of $125.0 million of 3.89% interest-only notes expected to be repaid in December 2018 and $205.0 million of 5.27% amortizing notes expected to be repaid in December 2023.
Master Trust 2014
In November 2014, the existing issuers under Master Trust 2014 and two additional indirect wholly-owned subsidiaries of the Company, collectively as co-issuers, completed the issuance of $510.0 million aggregate principal amount of net-lease mortgage notes comprised of $150.0 million of 3.50% interest-only notes expected to be repaid in January 2020 and $360.0 million of 4.63% amortizing notes (interest-only through November 2017) expected to be repaid in January 2030.
In December 2017, the existing issuers under Master Trust 2014, collectively as co-issuers, completed the issuance of $674.4 million aggregate principal amount of net-lease mortgage notes comprised of $542.4 million of 4.36%, Class A, amortizing notes and $132.0 million of 6.35%, Class B, interest-only notes, each class of Notes have an anticipated repayment date in December 2022 and a legal final payment date in December 2047. (Refer to Note 17. Subsequent Events, regarding repricing of the Class B Notes). Spirit Realty acquired $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes from the Issuer to satisfy its regulatory risk retention obligations. In conjunction with the issuance, the Company pre-paid Series 2014-1 Class A1 of the 2014 notes.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

The Master Trust Notes are summarized below:
 
Stated
Rates
(1)
 Maturity December 31,
2017
 December 31,
2016
   (in Years) (in Thousands)
Series 2014-1 Class A1% 0.0 $
 $53,919
Series 2014-1 Class A25.4% 2.5 252,437
 253,300
Series 2014-25.8% 3.2 222,683
 226,283
Series 2014-35.7% 4.2 311,336
 311,820
Series 2014-4 Class A13.5% 2.1 150,000
 150,000
Series 2014-4 Class A24.6% 12.1 358,664
 360,000
Series 2017-1 Class A (2)
4.4% 5.0 515,280
 
Series 2017-1 Class B (2)
6.4% 5.0 125,400
 
Total Master Trust 2014 notes5.0% 5.4 1,935,800
 1,355,322
Series 2013-1 Class A3.9% 1.0 125,000
 125,000
Series 2013-2 Class A5.3% 6.0 187,704
 192,384
Total Master Trust 2013 notes4.7% 4.0 312,704
 317,384
Total Master Trust Notes    2,248,504
 1,672,706
Debt discount, net    (36,188) (18,787)
Deferred financing costs, net    (24,010) (16,376)
Total Master Trust Notes, net    $2,188,306
 $1,637,543
(1) Represents the individual series stated interest rate as of December 31, 2017 and the weighted average stated rate of the total Master Trust Notes, based on the collective series outstanding principal balances as of December 31, 2017.
(2) The Operating Partnership acquired $27.1 million in aggregate principal amount of Class A Notes and $6.6 million in aggregate principal amount of Class B Notes to satisfy its regulatory risk retention obligations.
As of December 31, 2017, the Master Trust 2014 notes were secured by 815 owned and financed properties issued by 5 indirect wholly-owned subsidiaries of the Corporation. The notes issued under Master Trust 2014 are cross-collateralized by the assets of all issuers within this trust. As of December 31, 2017, the Master Trust 2013 notes were secured by 296 owned and financed properties issued by a single indirect wholly-owned subsidiary of the Corporation.
CMBS
As of December 31, 2017, indirect wholly-owned special purpose entity subsidiaries of the Corporation were borrowers under 6 fixed-rate non-recourse loans, excluding six defaulted loans, which have been securitized into CMBS and are secured by the borrowers' respective leased properties and related assets. The stated interest rates as of December 31, 2017 for these fixed-rate notes ranged from 4.67% to 6.00% with a weighted average stated rate of 5.35%. As of December 31, 2017, these fixed-rate loans were secured by 100 properties. As of December 31, 2017 and December 31, 2016, the unamortized deferred financing costs associated with the CMBS loans were $3.9 million and $4.7 million, respectively, and recorded net against the principal balance of the mortgages and notes payable on the accompanying consolidated balance sheets. The deferred financing costs are being amortized to interest expense over the term of the respective loans. During June, 2016, the Company repaid the remaining eight CMBS variable-rate loans and terminated the related interest rate swap agreements.
As of December 31, 2017, certain borrowers were in default under the loan agreements relating to six separate CMBS fixed-rate loans where eight properties securing the respective loans were no longer generating sufficient revenue to pay the scheduled debt service. The default interest rate on these loans was between 7.53% and 10.62%. Each defaulted borrower is a bankruptcy remote special purpose entity and the sole owner of the collateral securing the loan obligations. As of December 31, 2017, the aggregate principal balance under the defaulted CMBS loans was $64.3 million, which includes $13.2 million of interest added to principal. In addition, approximately $1.5 million of lender controlled restricted cash is being held in connection with these loans that may be applied to reduce amounts owed.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Convertible Notes
In May 20, 2014, the Company issued $402.5 million aggregate principal amount of 2.875% convertible notes due in 2019 and $345.0 million aggregate principal amount of 3.75% convertible notes due in 2021. Interest on the Convertible Notes is payable semiannually in arrears on May 15 and November 15 of each year. The 2019 Notes will mature on May 15, 2019 and the 2021 Notes will mature on May 15, 2021. Proceeds from the issuance were contributed to the Operating Partnership and are recorded as a note payable to Spirit Realty Capital, Inc., on the consolidated balance sheetsheets of the Operating Partnership.
The Convertible Notes are convertible only during certain periods and, subject to certain circumstances, into cash, shares of the Corporation's common stock, or a combination thereof. The initial conversion rate applicable to each series is 76.3636 per $1,000 principal note (equivalent to an initial conversion price of $13.10 per share of common stock, representing a 22.5% premium above the public offering price of the common stock offered concurrently at the time the Convertible Notes were issued). The conversion rate is subject to adjustment for certain anti-dilution events, including special distributions and regular quarterly cash dividends exceeding $0.16625 per share. As of December 31, 2016,2017, the conversion rate was 76.810077.3144 per $1,000 principal note. Earlier conversion may be triggered if shares of the Corporation's common stock trades higher than the established thresholds, if the Convertible Notes trade below established thresholds, or certain corporate events occur.
In connection with the issuance of the Convertible Notes, the Company recorded a discount of $56.7 million, which represents the estimated value of the embedded conversion feature for each of the Convertible Notes. The discount is being amortized to interest expense using the effective interest method over the term of each of the 2019 Notes and 2021 Notes. As of December 31, 20162017 and December 31, 2015,2016, the unamortized discount was $33.5$23.7 million and $42.7$33.5 million, respectively. The discount is shown net against the aggregate outstanding principal balance of the Convertible Notes on the accompanying consolidated balance sheets. The equity component of the conversion feature is recorded in capital in excess of par value in the accompanying consolidated balance sheets, net of financing transaction costs.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

In connection with the offering, the Company also incurred $19.6 million in deferred financing costs. This amount has been allocated on a pro-rata basis to each of the Convertible Notes and is being amortized to interest expense over the term of each note. As of December 31, 20162017 and December 31, 2015,2016, the unamortized deferred financing costs relating to the Convertible Notes was $11.4$8.0 million and $14.7$11.4 million, respectively, and recorded net against the Convertible Notes principal balance on the accompanying consolidated balance sheets.
Debt Extinguishment
During the year ended December 31, 2017, the Company extinguished a total of $238.5 million aggregate principal amount of indebtedness with a weighted average contractual interest rate of 5.5%. As a result of these transactions, the Company recognized a net loss on debt extinguishment of approximately $1.6 million. The loss was primarily attributable to the lender make-whole payment associated with early payoff of one series of the Master Trust 2014 notes. The payment of the premium is included in debt extinguishment costs within operating activities in the consolidated statement of cash flows.
During the year ended December 31, 2016, the Company extinguished a total of $883.0 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 6.01%. As a result of these transactions, the Company recognized a net gain on debt extinguishment during the year ended December 31, 2016 of approximately $0.2 million. The gain was primarily attributable to the extinguishment of seven defaulted mortgage loans upon the sale of the related properties to third parties. The payment of the premium is included in debt extinguishment costs within operating activities in the consolidated statement of cash flows.
During the year ended

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2015, the Company extinguished a total of $536.6 million aggregate principal amount of senior mortgage indebtedness with a weighted average contractual interest rate of 5.73% and terminated the 2013 Credit Facility. As a result of these transactions, the Company recognized a loss on debt extinguishment during the year ended December 31, 2015 of approximately $3.2 million, primarily related to defeasance costs and fees paid for the retirement of debt.2017

Debt Maturities
As of December 31, 2016,2017, scheduled debt maturities of the Company’s Revolving Credit Facilities, Term Loan, mortgages and notes payable and Convertible Notes, including balloon payments, are as follows (in thousands):
Scheduled
Principal
 
Balloon
Payment
 
Total (2)
Scheduled
Principal
 
Balloon
Payment
 Total
2017 (1)
$26,115
 $187,932
 $214,047
201842,115
 602,779
 644,894
2018 (1)
$41,877
 $189,312
 $231,189
201944,325
 498,500
 542,825
44,135
 514,500
 558,635
202039,096
 413,206
 452,302
48,910
 365,903
 414,813
202130,658
 554,753
 585,411
32,402
 554,753
 587,155
202232,557
 983,480
 1,016,037
Thereafter219,133
 1,096,021
 1,315,154
188,177
 744,645
 932,822
Total$401,442
 $3,353,191
 $3,754,633
$388,058
 $3,352,593
 $3,740,651
(1) The balloon payment balance in 20172018 includes $26.6$64.3 million for the acceleration of principal payable, including $9.5$13.2 million of capitalized interest, following an event of default under 26 separate non-recourse CMBS loans with stated maturities in 2017 of $6.4 million and $20.2 million.loans.
(2) The Term Loan has a maturity date of November 2, 2018, which may be extended at the Company's option pursuant to two one-year extension options.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

Interest Expense
The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands):
Years Ended December 31,Years Ended December 31,
2016 2015 20142017 2016 2015
Interest expense – Revolving Credit Facilities (1)
$3,314
 $2,698
 $3,597
$7,957
 $3,314
 $2,698
Interest expense – Term Loan5,218

888
 
9,793

5,218
 888
Interest expense – mortgages and notes payable143,233
 184,439
 196,246
111,049
 143,233
 184,439
Interest expense – Convertible Notes (2)
24,509
 24,509
 15,046
24,509
 24,509
 24,509
Interest expense – Unsecured Senior Notes4,932
 
 
13,351
 4,932
 
Interest expense – other
 
 6
Non-cash interest expense:          
Amortization of deferred financing costs9,070
 7,937
 5,899
9,896
 9,070
 7,937
Amortization of net losses related to interest rate swaps93
 108
 125

 93
 108
Amortization of debt discount/(premium), net6,217
 2,322
 (849)13,572
 6,217
 2,322
Total interest expense$196,586
 $222,901
 $220,070
$190,127
 $196,586
 $222,901
(1) Includes facility fees of approximately $2.1 million, $2.0 million $1.6 million and $1.2$1.6 million for the years ended December 31, 2017, 2016 2015 and 2014,2015, respectively.
(2) Included in interest expense on the Operating Partnership's consolidated statements of operations are amounts paid to the Corporation by the Operating Partnership related to the notes payable to Spirit Realty Capital, Inc.
Note 5. Derivative and Hedging Activities
The Company does not enter into derivative contracts for speculative or trading purposes, instead uses interest rate derivative contracts to manage its exposure to changes in interest rates on its variable rate debt. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. Assessments of hedge effectiveness are performed quarterly using regression analysis and the measurement of hedge ineffectiveness is based on the hypothetical derivative method. The effective portion of changes in fair value are recorded in AOCL and subsequently reclassified to earnings when the hedged transactions affect earnings. The ineffective portion is recorded immediately in earnings in general and administrative expenses. The Company does not enter into derivative contracts for speculative or trading purposes.

The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company evaluates counterparty credit risk through monitoring the creditworthiness of counterparties, which includes review of

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

debt ratings and financial performance. To mitigate its credit risk, the Company enters into agreements with counterparties it considers credit-worthy, such as large financial institutions with favorable credit ratings. As of December 31, 2016 and 2015, there were no termination events or events of default related to the interest rate swaps.
The following table summarizes the notional amount and fair value of the Company’s derivative instruments (dollars in thousands):
            Fair Value of Liability
Derivatives Designated as Hedging Instruments Balance Sheet Location Notional
Amount
 Fixed Interest
Rate
 Effective
Date
 Maturity
Date
 December 31,
2016
 December 31,
2015
Interest Rate Swaps (1)
 Accounts payable, accrued expenses and other liabilities $61,758
 5.14% 01/02/14 12/13/18 
 (934)
            $
 $(934)
(1) Represents a tranche of 8 individual interest rate swap agreements with notional amounts ranging from $7.6 million to $7.9 million. The payment terms, stated interest rate, effective date, and maturity date of these swaps are consistent with the terms of the debt.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

During June 2016, the Company terminated the remaining interest rate swap agreements upon the repayment of eight CMBS variable-rate loans. The Company paid $1.7 million to terminate these interest rate swap agreements and recognized a loss of $1.7 million, which is included in general and administrative expenses. The Company has not entered into any new derivative contracts as of December 31, 2017.
The following tables provide information about the amounts recorded in AOCL, as well as the (loss) or gainloss recorded in operations, when reclassified out of AOCL or recognized in earnings immediately, for the years ended December 31, 2017, 2016, 2015, and 2014,2015, respectively (in thousands):
 
Amount of Loss Recognized
in AOCL on Derivative
(Effective Portion)
 
Amount of Loss Recognized in AOCL on Derivative
(Effective Portion)
 Years Ended December 31, Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships 2016 2015 2014 2017 2016 2015
Interest rate swaps $(1,137) $(1,190) $(1,760) $
 $(1,137) $(1,190)
 
Amount of Loss Reclassified from AOCL into Operations
(Effective Portion)
      
 Years Ended December 31, 
Amount of Loss Reclassified from AOCL into Operations
(Effective Portion)
 Years Ended December 31,
Location of Loss Reclassified from AOCL into Operations 2016 2015 2014 2017 2016 2015
Interest expense $(459) $(1,169) $(1,315) $
 $(459) $(1,169)
 
Amount of Loss Recognized in Operations on Derivative
(Ineffective Portion)
      
 Years Ended December 31, 
Amount of Loss Recognized in Operations on Derivative
(Ineffective Portion)
Location of (Loss) or Gain Recognized in Operations on Derivatives 2016 2015 2014
 Years Ended December 31,
Location of Loss or Recognized in Operations on Derivatives 2017 2016 2015
General and administrative expense (1)
 $(1,706) $(78) $
 $
 $(1,706) $(78)
 
Amount of Loss Recognized
in Operations on Derivative
      
Derivatives Not Designated as Hedging Instruments Years Ended December 31,
 Derivatives Not Designated as Hedging Instruments
 Years Ended December 31,
Location of Loss Recognized in Operations on Derivatives 2016 2015 2014 2017 2016 2015
General and administrative expense $(18) $
 $
 $
 $(18) $
(1) The year ended December 31, 2015 includes a loss of $76 thousand that was reclassified from accumulated other comprehensive lossAOCL in the balance sheet resulting from hedged transactions that were no longer probable of occurring as the swaps were terminated prior to their respective maturity dates.
Note 6. Income Taxes
The Company’s total income tax expense was as follows (in thousands):
Years Ended December 31,Years Ended December 31,
2016 2015 20142017 2016 2015
State income tax$899
 $601
 $673
$394
 $899
 $601
REIT state built-in gain tax expense47
 
 

 47
 
Federal income tax$19
 $
 $
$
 $19
 $
Total income tax expense$965
 $601
 $673
$394
 $965
 $601
The Company’s deferred income tax expense and its ending balance in deferred tax assets and liabilities, which are recorded within accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets, were immaterial at December 31, 2017, 2016 2015 and 2014.2015.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted, reducing the U.S. federal corporate income tax rate from 35% to 21%, among other changes. The SEC staff issued Staff Accounting Bulletin 118, which provides guidance on accounting for the tax effects of the Act for which the accounting under ASC 740, Income Taxes (“ASC 740”) is incomplete. To the extent that a company's accounting for certain income tax effects of the Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before enactment of the Act. The Company believes the impact of the Act to its consolidated financial statements is immaterial; however, the Company is still analyzing certain aspects of the Act. Future regulatory and rulemaking interpretations or other guidance could affect the Company’s analysis and tax position.
To the extent that the Company acquires property that has been owned by a C corporation in a transaction in which the tax basis of the property carries over, and the Company recognizes a gain on the disposition of such property during the subsequent recognition period, it will be required to pay tax at the highest regular corporate tax rate to the extent of such built-in gain. During 2016, the Company sold a property that wasNo properties subject to state built-in gain tax of $47 thousand.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

were sold during 2017.
The Corporation has federal net operating loss carry-forwards for income tax purposes totaling $66.1 million $66.1 million and $63.9 million atfor each of the years ended December 31, 2017, 2016 2015 and 2014, respectively.2015. These losses, which begin to expire in 20172027 through 2034, are available to reduce future taxable income or distribution requirements, subject to certain ownership change limitations.
The Company files federal, state and local income tax returns. All federal tax returns for years prior to 20132014 are no longer subject to examination. Additionally, state tax returns for years prior to 20122013 are generally no longer subject to examination. The Company’s policy is to recognize interest related to any underpayment of income taxes as interest expense and to recognize any penalties as operating expenses. There was no accrual for interest or penalties at December 31, 2017, 2016 2015 and 2014.2015. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter.
For the years ended December 31, 2017, 2016 2015 and 2014,2015, common stock dividends paid were characterized for tax as follows (per share):
Year Ended December 31, 2016 Year Ended December 31, 2015 Year Ended December 31, 2014Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015
Ordinary income$0.52
 $0.42
 $
$0.49
 $0.52
 $0.42
Return of capital0.15
 0.26
 0.58
0.16
 0.15
 0.26
Capital gain0.03
 
 
0.07
 0.03
 
Total$0.70
 $0.68
 $0.58
$0.72
 $0.70
 $0.68
Note 7. Stockholders’ Equity and Partners' Capital
Issuance of CommonPreferred Stock
In May 2014,On October 3, 2017, the Company approvedcompleted an amendment to its charter to increase the numberunderwritten public offering of 6,900,000 shares of stock that it has6.000% Series A Cumulative Redeemable Preferred Stock, including 900,000 shares sold pursuant to the authorityunderwriter's option to issuepurchase additional shares. Gross proceeds raised from 490.0the issuance were $172.5 million; net proceeds were approximately $166.2 million after deducting underwriter discounts and offering costs paid by the Company.
The Series A Preferred Stock will pay cumulative cash dividends at the rate of 6.000% per annum on their liquidation preference of $25.00 per share (equivalent to 770.0 million. As$0.375 per share on a quarterly basis and $1.50 per share on an annual basis). Dividends are payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on December 31, 2016,2017. The Series A Preferred Stock trades on the NYSE under the symbol “SRC-A”.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

The Company may not redeem the Series A Preferred Stock prior to October 3, 2022, except in limited circumstances to preserve its status as a real estate investment trust, and pursuant to the special optional redemption provision described below. On and after October 3, 2022, the Company has authoritymay, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to issue 770.0 million sharestime, for cash at a redemption price of stock, consisting of 750.0 million shares of common stock, $0.01 par value$25.00 per share, plus any accrued and 20.0 million sharesunpaid dividends up to but excluding the redemption date. In addition, upon the occurrence of a change of control, the Company may, at its option, exercise the special optional redemption provision and redeem the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to, but not including, the date of redemption.

The preferred stock $0.01 par value per share. Asoffering resulted in the Operating Partnership concurrently issuing 6,900,000 Series A Preferred Units (“Limited Partner Series A Preferred Units”) that have substantially the same terms as the Series A Preferred Stock.

Issuance of December 31, 2016 and 2015, there were no outstanding shares of preferred stock.Common Stock
On April 15, 2016, the Company completed an underwritten public offering of 34.5 million shares of its common stock, at $11.15 per share, including 4.5 million shares sold pursuant to the underwriter’s option to purchase additional shares. Gross proceeds raised from the offering were approximately $384.7 million; net proceeds were approximately $368.9 million after deducting underwriter discounts and offering costs paid by the Company. The net proceeds from the offering were initially used to reduce amounts outstanding under the Term Loan.
In April 2015, the Company completed an underwritten public offering of 23.0 million shares of its common stock, at $11.85 per share, including 3.0 million shares sold pursuant to the underwriter’s option to purchase additional shares. Gross proceeds raised were approximately $272.6 million; net proceeds were approximately $268.7 million after deducting underwriter discounts and offering costs paid by the Company. The net proceeds from the offering were used to repay the outstanding balances under the 2015Revolving Credit Facility and Line of Credit. The remaining net proceeds were used to fund acquisitions and for general corporate purposes (including additional repayments of borrowings outstanding from time to time under the Revolving Credit Facilities).
ATM Program
In April 2014, the Corporation commenced a continuous equity offering under which the Corporation may sell up to an aggregate $350.0 million worth of shares of its common stock from time to time through broker-dealers in the ATM Program. The Corporation may sell the shares in amounts and at times to be determined by the Corporation, but has no obligation to sell any of the shares in the ATM Program.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

Since inception of the ATM Program through December 31, 2016, the Corporation sold an aggregate total of 27.3 million shares of its common stock, at a weighted average share price of $11.92, for aggregate gross proceeds of $325.5 million and aggregate net proceeds of $320.0 million after payment of commissions and other issuance costs of $5.4 million.
During the year ended December 31, 2016, the Corporation sold 6.3 million shares of its common stock, at a weighted average share price of $12.47, for aggregate gross proceeds of $79.0 million and aggregate net proceeds of $77.7 million after payment of commissions and other issuance costs of $1.3 million. The net proceeds were used to fund acquisitions, repay borrowings under the Revolving Credit Facilities and for general corporate purposes.
In November, 2016, the Board of Directors approved a new $500.0 million ATM Program and the Company terminated it's existing program. As of December 31, 2016,2017, no shares had been sold under the new ATM Program.
Stock Repurchase ProgramPrograms
In February 2016, the Company's Board of Directors approved a stock repurchase program, which authorizesauthorized the Company to repurchase up to $200.0 million of its common stock over the 18 month time period following authorization. During the year ended December 31, 2017, a total of 26,337,295 shares of the Company's outstanding common stock were repurchased in open market transactions under the stock repurchase program, at a weighted average price of $7.59 per share, equivalent to the full $200.0 million authorized. Fees associated with the share repurchase of $0.5 million are included in retained earnings.
In August 2017, the Company's Board of Directors approved a new stock repurchase program, which authorizes the Company to repurchase up to $250.0 million of its common stock. These purchases can be made in the open market or through private transactions from time to time over the 18 monthsmonth time period following authorization, depending on prevailing market conditions and applicable legal and regulatory requirements. Purchase activity will be dependent on various factors, including the Company's capital position, operating results, funds generated by asset sales, dividends

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

that may be required by those sales, and investment options that may be available, including acquiring new properties or retiring debt. The stock repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended at any time at the Company's discretion. The Company intends to fund any repurchases with the net proceeds from asset sales, cash flows from operations, existing cash on the balance sheet and other sources. During the year endedAs of December 31, 2016, no2017, 9,502,670 shares of the Company's common stock washave been repurchased in open market transactions under the stock repurchase program.program, at a weighted average price of $8.67 per share, leaving $167.6 million in available capacity. Fees associated with the repurchases of $0.2 million, are included in retained earnings.
Dividends Declared
In fiscal years 20162017 and 2015,2016, the Company's boardBoard of directorsDirectors declared the following preferred and common stock dividends:
Declaration Date Dividend Per Share Record Date 
Total Amount (1)
 Payment Date
      (in Thousands)  
2016        
March 15, 2016 $0.17500
 March 31, 2016 $77,596
 April 15, 2016
June 15, 2016 0.17500
 June 30, 2016 83,940
 July 15, 2016
September 15, 2016 0.17500
 September 30, 2016 84,604
 October 14, 2016
December 15, 2016 0.18000
 December 30, 2016 87,040
 January 13, 2017
Total $0.70500
   $333,180
  
         
2015        
March 16, 2015 $0.17000
 March 31, 2015 $71,123
 April 15, 2015
June 15, 2015 0.17000
 June 30, 2015 75,054
 July 15, 2015
September 15, 2015 0.17000
 September 30, 2015 75,039
 October 15, 2015
December 15, 2015 0.17500
 December 31, 2015 77,315
 January 15, 2016
Total $0.68500
   $298,531
  
Declaration Date Dividend Per Share Record Date 
Total Amount (1)
 Payment Date
      (in Thousands)  
2017        
Preferred Stock        
December 8, 2017 $0.36667
 December 19, 2017 $2,530
 December 29, 2017
Common Stock        
March 15, 2017 $0.18000
 March 31, 2017 $87,122
 April 14, 2017
June 15, 2017 0.18000
 June 30, 2017 82,422
 July 14, 2017
September 15, 2017 0.18000
 September 29, 2017 82,062
 October 13, 2017
December 8, 2017 0.18000
 December 29, 2017 80,796
 January 12, 2018
Total Common Dividend $0.72000
   $332,402
  
         
2016        
Common Stock        
March 15, 2016 $0.17500
 March 31, 2016 $77,596
 April 15, 2016
June 15, 2016 0.17500
 June 30, 2016 83,940
 July 15, 2016
September 15, 2016 0.17500
 September 30, 2016 84,604
 October 14, 2016
December 15, 2016 0.18000
 December 30, 2016 87,040
 January 13, 2017
Total Common Dividend $0.70500
   $333,180
  
(1) Net of estimated forfeitures of approximately $3,300 and $12,000 for each of the years ended December 31, 20162017 and December 31, 2015,2016, respectively, for dividends declared on employee restricted stock awards that are reported in general and administrative on the accompanying consolidated statements of operations.
The dividends declared in December 20162017 were paid in January 2017,2018, and were included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets.
Note 8. Commitments and Contingencies
The Company is periodically subject to claims or litigation in the ordinary course of business, including claims generated from business conducted by tenants on real estate owned by the Company. In these instances, the Company is typically indemnified by the tenant against any losses that might be suffered, and the Company and/or the tenant are insured against such claims.
On September 8, 2015, Haggen Holdings, LLC and a number of its affiliates, including Haggen Operations Holdings, LLC, (collectively, the "Debtors") filed petitions for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. At the time of the filing, Haggen Operations Holdings, LLC leased 20 properties on a triple net basis from a subsidiary of the Company under a master lease.
The Company's subsidiary

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

On November 25, 2015, Haggen and Spirit restructured the Debtors have sincemaster lease in an initial settlement agreement with approved claims of $21.0 million.
On April 1, 2016, Spirit entered into two separatea second settlement agreements, of which Albertson'sagreement with both Haggen and Albertsons, LLC was party to one of the settlements, totaling $27.4for $3.4 million of which $24.4 million relates to damages claims owed by the Debtors and $3.0 million, relates to rent reduction for an amended lease with Albertson's LLC. To date the Company has collected $5.5 million of the total claims and there is no guaranty that the remaining claims will be paid or otherwise satisfied in fill. respectively.
As a result of the settlements, the leases for seven locations were rejected and the leases for thirteen locations were affirmedassumed by the Debtors and assumed byassigned to the following tenants: five locations by Albertson'sto Albertsons, LLC, five locations byto Smart & Final, LLC, two locations byto Gelson's Markets and one location byto Safeway, Inc.
As of December 31, 2016,2017, the Company has sold five locationsten of the properties for total proceeds of $52.1$110.3 million, has elevenincluding six of the original seven rejected locations, resulting in nine locations with leases in-place withunder substantially the same terms and rent (inclusive of the$3.0the $3.0 million paymentsettlement related to rent reduction for the rent reduction)an amended lease with Albertsons, LLC) and we have four locationsone location that remainremains vacant.
At December 31, 2016,2017, there were no outstanding claims against the Company that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
At December 31, 2016,2017, the Company had commitments totaling $98.7$63.4 million, of which $45.6$29.3 million relates to future acquisitions with the remainder to fund improvements on properties the Company currently owns. Commitments related to acquisitions contain standard cancellation clauses contingent on the results of due diligence. Of the $98.7$63.4 million of total commitments, $98.4$59.5 million is expected to be funded during fiscal year 2017.2018. In addition, the Company is contingently liable for $5.7 million of debt owed by one of its tenants until the maturity of the debt on March 15, 2022 and is indemnified by that tenant for any payments the Company may be required to make on such debt.
The Company estimates future costs for known environmental remediation requirements when it is probable that the Company has incurred a liability and the related costs can be reasonably estimated. The Company considers various factors when estimating its environmental liabilities, and adjustments are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues. When only a wide range of estimated amounts can be reasonably established and no other amount within the range is better than another, the low end of the range is recorded in the consolidated financial statements. As of December 31, 2017, no accruals have been made.
The Company leases its current corporate office space and certain operating equipment under non-cancelable agreements from unrelated third parties. Total rental expense included in general and administrative expense amounted to $1.5$0.9 million, $0.7$1.5 million and $0.7 million for the years ended December 31, 2017, 2016 2015 and 2014,2015, respectively. The Company's lease of its current corporate office space has an initial term that expires on January 31, 2027 and is renewable at the Company's option for two additional periods of five years each after the initial term. The Company is also a lessee under thirteen long-term, non-cancelable ground leases under which it is obligated to pay monthly rent as of December 31, 2016.2017. Total rental expense included in property costs amounted to $1.5 million, $1.4 million for the year ended December 31, 2016 and $1.2 million for each of the years ended December 31, 20152017, 2016 and 2014,2015, respectively. Certain ground lease rental expenses are reimbursed by unrelated third parties, and the corresponding rental revenue is recorded in rentals on the accompanying consolidated statements of operations.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

The Company’s minimum aggregate rental commitments under all non-cancelable operating leases as of December 31, 20162017 are as follows (in thousands):
Ground Leases Office and Equipment Leases TotalGround Leases Office and Equipment Leases Total
2017$1,515
 $1,397
 $2,912
20181,521
 1,500
 3,021
$1,630
 $1,527
 $3,157
20191,521
 1,505
 3,026
1,646
 1,532
 3,178
20201,521
 1,516
 3,037
1,649
 1,529
 3,178
20211,441
 1,531
 2,972
1,655
 1,532
 3,187
20221,578
 1,547
 3,125
Thereafter15,929
 8,021
 23,950
21,543
 6,474
 28,017
Total$23,448
 $15,470
 $38,918
$29,701
 $14,141
 $43,842
Note 9. Fair Value Measurements
Recurring Fair Value Measurements
The Company’s liabilities that are required to be measured at fair value in the accompanying consolidated financial statements are summarized below. The following table sets forth the Company’s financial liabilities that were accounted for at fair value on a recurring basis (in thousands):
   Fair Value Hierarchy Level
 Fair Value Level 1 Level 2 Level 3
December 31, 2016       
Derivatives:       
Interest rate swaps financial liabilities$
 $
 $
 $
December 31, 2015       
Derivatives:       
Interest rate swaps financial liabilities$(934) $
 $(934) $
The interest rate swaps are measured using a market approach, using prices obtained from a nationally recognized pricing service and pricing models with market observable inputs such as interest rates and volatilities. These measurements are classified as Level 2 of the fair value hierarchy.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 20162017

Note 9. Fair Value Measurements
Fair Value Measurements
The fair value measurement framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The fair value hierarchy is based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:
Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.
Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. These types of inputs include the Company's own assumptions.
Recurring Fair Value Measurements
The Company did not have any assets or liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016.

Nonrecurring Fair Value Measurements
Fair value measurement of an asset on a nonrecurring basis occurs when events or changes in circumstances related to an asset indicate that the carrying amount of the asset is no longer recoverable. The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis as of December 31, 20162017 and 20152016 (in thousands):
    Fair Value Hierarchy Level 
Impairment
Charges
  Fair Value Hierarchy Level 
DescriptionFair Value Dispositions Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 
December 31, 2017        
Retail21,598
 
 
 21,598
 
Industrial750
 
 
 750
 
Office5,964
 
 
 5,964
 
Long-lived assets held and used$28,312
 $
 $
 $28,312
 
Long-lived assets held for sale42,142
 
 
 42,142
 
        
December 31, 2016                   
Retail33,766
 (4,168) 
 
 37,934
 (37,445)33,766
 
 
 33,766
 
Industrial2,394
 (1,347) 
 
 3,741
 (5,948)2,394
 
 
 2,394
 
Office8,538
 
 
 
 8,538
 (10,121)8,538
 
 
 8,538
 
Long-lived assets held and used$44,698
 $(5,515) $
 $
 $50,213
 $(53,514)$44,698
 $
 $
 $44,698
 
Lease intangible assets6,384
 
 
 
 6,384
 (9,116)6,384
 
 
 6,384
 
Other assets27
 

 
 
 27
 (198)27
 
 
 27
 
Long-lived assets held for sale24,493
 (36,907) 
 
 61,400
 (25,447)24,493
 
 
 24,493
 
          (88,275)        
December 31, 2015           
Retail29,626
 (3,207) 
 
 32,833
 (20,727)
Industrial9,598
 
 
 
 9,598
 (16,182)
Office21,074
 
 
 
 21,074
 (14,093)
Long-lived assets held and used$60,298
 $(3,207) $
 $
 $63,505
 $(51,002)
Lease intangible assets3,843
 
 
 
 3,843
 (3,825)
Other assets
 
 
 
 
 (324)
Long-lived assets held for sale15,957
 (33,563) 
 
 49,520
 (15,578)
          $(70,729)
Real estate assets and their related intangible assets are evaluated for impairment based on certain indicators including, but not limited to: the asset being held for sale, vacant, non-operating or the lease on the asset expiring in twelve months or less. The fair values of impaired real estate and intangible assets were determined by using the following information, depending on availability, in order of preference: signed purchase and sale agreements or letters of intent;

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

recently quoted bid or ask prices, or market prices for comparable properties; estimates of cash flow, which consider, among other things, contractual and forecasted rental revenues, leasing assumptions, and expenses based upon market conditions; and expectations for the use of the real estate. Based on these inputs, the Company determined that its valuation of the impaired real estate and intangible assets falls within Level 3 of the fair value hierarchy.
DuringFor the yearyears ended December 31, 20162017 and for the year ended December 31, 2015,2016, we determined that thirty-three18 and eighteen33 long-lived assets held and used, respectively, were impaired. The
For 17 of the held and used properties impaired during the year ended December 31, 2017 and 16 of the held and used properties impaired during the year ended December 31, 2016, the Company estimated theproperty fair value on sixteenusing price per square foot of comparable properties. The following table provides information about the impaired properties using the weighted average sales price per square foot of comparable properties inputs used:

  December 31, 2017 December 31, 2016
Description Range Weighted Average Square Footage Range Weighted Average Square Footage
Long-lived assets held and used by asset type      
Retail $13.66 - $305.05 $55.68
 364,940
 $17.17 - $502.23 $58.78
 290,770
Industrial $3.30 - $8.56 5.35
 370,824
 $26.43 $26.43
 104,864
Office $24.82 - $244.86 $40.14
 161,346
 $35.00 $35.00
 135,675
For the remaining one held and used property impaired during the year ended December 31, 2017 and 17 held and used properties impaired during the year ended December 31, 2016, and on thirteenthe Company estimated property fair value using price per square foot of the eighteen impaired properties duringlisting price or a broker opinion of value. The following table provides information about the yearprice per square foot of listing price and broker opinion of value inputs used:

  December 31, 2017 December 31, 2016
Description Range Weighted Average Square Footage Range Weighted Average Square Footage
Long-lived assets held and used by asset type      
Retail $88.89 - $88.89 $88.89
 22,500
 $15.40 - $170.02 $40.80
 516,916
Industrial  $
 
 $9.09 $9.09
 149,627
Office  $
 
 $56.81 $56.81
 34,992

For the years ended December 31, 2015.2017 and 2016, we determined that 8 and 9 long-lived assets held for sale, respectively, were impaired. The Company estimated property fair value of held for sale properties using price per square foot from the signed purchase and sale agreements. The following table provides information about the price per square foot from signed purchase and sale agreements used:



  December 31, 2017 December 31, 2016
Description Range Weighted Average Square Footage Range Weighted Average Square Footage
Long-lived assets held for sale by asset type      
Retail $55.30 - $346.23 $230.52
 150,376
 $19.66 - $393.02 $95.11
 265,610
Industrial $24.02 - $54.21 $37.09
 223,747
      



SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 20162017

The following table provides information about the weighted average sales price per square foot of comparable properties used to estimate fair value (price per square foot in dollars):
 December 31, 2016 December 31, 2015
 Range Weighted Average Square Footage Range Weighted Average Square Footage
Long-lived assets held and used by asset type      
Retail$17.17 - $502.23 $58.78
 290,770
 $41.21 - $168.30 $79.90
 153,008
Industrial$26.43 $26.43
 104,864
 $17.77 - $22.00 $19.40
 375,076
Office$35.00 $35.00
 135,675
 $58.17 - $133.61 $104.53
 204,936
The Company estimated the fair value on the seventeen remaining impaired properties using the weighted average listing price or broker opinion of value per square foot during the year ended December 31, 2016 and on five of the eighteen impaired properties during the year ended December 31, 2015.

The following table provides information about the weighted average listing price and broker opinion of value per square foot of comparable properties used to estimate fair value (price per square foot in dollars):
 December 31, 2016 December 31, 2015
 Range Weighted Average Square Footage Range Weighted Average Square Footage
Long-lived assets held and used by asset type      
Retail$15.40 - $170.02 $40.80
 516,916
 $65.85 - $161.61 $114.12
 204,269
Industrial$9.09 $9.09
 149,627
 $12.17 $12.17
 369,655
Office$56.81 $56.81
 34,992
  $
 
Estimated Fair Value of Financial Instruments
Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, restricted cash and escrow deposits, and accounts receivable and payable. Generally, these assets and liabilities are short-term in duration and are recorded at cost, which approximates fair value, on the accompanying consolidated balance sheets.
In addition to the disclosures for assets and liabilities required to be measured at fair value at the balance sheet date, companies are required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair values. The fair values of financial instruments are estimates based upon market conditions and perceived risks at December 31, 20162017 and 2015.2016. These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

The estimated fair values of the loans receivable, Revolving Credit Facilities,Facility, Term Loan, Senior Unsecured Notes, Convertible Notes and the fixed-rate mortgages and notes payable have been derived based on market quotes for comparable instruments or discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. The loans receivable, Revolving Credit Facilities,Facility, Term Loan, Senior Unsecured Notes, Convertible Notes and the mortgages and notes payable were measured using a market approach from nationally recognized financial institutions with market observable inputs such as interest rates and credit analytics. These measurements are classified as Level 2 of the fair value hierarchy. The following table discloses fair value information for these financial instruments (in thousands): 
December 31, 2016 December 31, 2015December 31, 2017 December 31, 2016
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
Loans receivable, net$66,578
 $71,895
 $104,003
 $110,019
$79,967
 $82,886
 $66,578
 $71,895
Revolving Credit Facilities, net (1)
86,000
 87,718
 
 
Revolving Credit Facility, net112,000
 111,997
 86,000
 87,718
Term Loan, net (2)
418,471

428,441
 322,902
 338,366



 418,471
 428,441
Senior Unsecured Notes(1)295,112
 283,473
 
 
295,321
 299,049
 295,112
 283,473
Convertible Notes, net (2)(1)
702,642
 784,175
 690,098
 713,095
715,881
 761,440
 702,642
 784,175
Mortgages and notes payable, net (2)(1)
2,162,403
 2,282,142
 3,079,787
 3,220,239
2,516,478
 2,657,599
 2,162,403
 2,282,142
(1) As of December 31, 2015, only amounts under the Line of Credit were outstanding and net of unamortized deferred financing costs.
(2) The carrying value of the debt instruments are net of unamortized deferred financing costs and certain debt discounts/premiums.
(2) The carrying value of the debt instrument as of December 31, 2016 is net of unamortized deferred financing costs .
Note 10. Significant Credit and Revenue Concentration
As of December 31, 20162017 and 20152016, the Company’s real estate investments are operated by 450419 and 438450 tenants, respectively, that operate within retail, office and industrial property types across various industries throughout the U.S. Shopko operates in the general merchandise industry and is the Company’s largest tenant.tenant as a percentage of rental revenue. Total rental revenues from properties leased to Shopko for the monthyears ended December 31, 20162017 and 20152016, contributed 8.2%7.7% and 9.1%9.0%, respectively, of the Company's Normalized Rental Revenue from continuing operations, respectively.rental revenue shown in the accompanying consolidated statements of operations. No other tenant contributed 4% or more of the Company’s Normalized Revenuerental revenue during any of the periods presented. As of December 31, 20162017 and 20152016, the Company's net investment in Shopko properties represents approximately 5.8%5.1% and 6.9%5.8%, respectively, of the Company's total assets andshown in the Company's real estate investment in Shopko represents approximately 7.7% and 9.0%, respectively, of the Company’s total real estate investment portfolio.accompanying consolidated balance sheets.


SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 20162017

Note 11. Discontinued Operations
Effective January 1, 2014, the Company adopted ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, under which only disposals representing a strategic shift in operations of the Company and that have (or will have) a major effect on the Company’s operations and financial results are to be presented as discontinued operations. PropertiesOnly properties that were reported as held for sale as of December 31, 2013, will bewere presented in discontinued operations until the properties are disposed of. As a result,and net gains or losses from the disposition of these properties as well as the current and prior period operations, will continue to bewere reclassified to discontinued operations. The following sets forth the results of discontinued operations, as of (dollars in thousands):
 Years Ended December 31,
 2016 2015 2014
Revenues:     
Rent$
 $447
 $1,206
Non-cash rent
 
 (80)
Other
 17
 2,972
Total revenues
 464
 4,098
Expenses:     
General and administrative
 4
 15
Property costs
 328
 298
Interest
 
 
Depreciation and amortization
 
 
Impairments
 34
 417
Total expenses
 366
 730
Gain (loss) from discontinued operations before other income
 98
 3,368
Other income:     
Gain on debt extinguishment
 
 
Other
 
 
Total other income
 
 
Income (loss) from discontinued operations
 98
 3,368
Gain on disposition of assets
 590
 325
Total discontinued operations$
 $688
 $3,693
Number of properties disposed of during period
 2
 6
 Years Ended December 31,
 2017 2016 2015
Revenues:     
Rentals$
 $
 $447
Other income
 
 17
Total revenues
 
 464
Expenses:     
General and administrative
 
 4
Property costs (including reimbursable)
 
 328
Impairments
 
 34
Total expenses
 
 366
Income from discontinued operations
 
 98
Gain on disposition of assets
 
 590
Total discontinued operations$
 $
 $688

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

Note 12. Supplemental Cash Flow Information
The following table presents the supplemental cash flow disclosures (in thousands):
 Years Ended December 31, Years Ended December 31,
 2016 2015 2014 2017 2016 2015
Supplemental Disclosures of Non-Cash Investing and Financing Activities:            
Reduction and assumption of debt through sale of certain real estate properties $7,208
 $30,555
 $5,001
 $39,141
 $7,208
 $30,555
Financing provided in connection with disposition of assets 24,015
 
 
Net real estate and other collateral assets surrendered to lender 30,381
 7,384
 
 38,547
 30,381
 7,384
Reduction of debt in exchange for collateral assets 47,025
 7,904
 
 
 47,025
 7,904
Real estate acquired in exchange for loans receivable 26,609
 
 
 
 26,609
 
Debt assumed through real estate property acquisition 
 
 10,528
Reclass of residual value on expired deferred financing lease to operating asset 11,088
 
 
Accrued interest capitalized to principal (1)
 4,332
 6,035
 2,598
 3,839
 4,332
 6,035
Accrued performance share dividend rights 489
 564
 565
 817
 489
 564
Distributions declared and unpaid 80,792
 87,055
 76,940
Supplemental Cash Flow Disclosures:            
Interest paid $182,105
 $206,115
 $209,032
 $163,623
 $182,105
 $206,115
Taxes paid, net of refunds 914
 1,919
 2,416
 911
 914
 1,919
(1) Accrued and overdue interest on certain CMBS notes that have been intentionally placed in default.
Note 13. Incentive Award Plan and Employee Benefit Plan
Amended Incentive Award Plan
Under the Amended Incentive Award Plan, the Company may grant equity incentive awards to eligible employees, directors and other service providers. Awards under the Amended Incentive Award Plan may be in the form of stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation rights, performance awards, stock payment awards, performance share awards, LTIP units and other incentive awards. If an award under the Amended Incentive Award Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Amended Incentive Award Plan. As of December 31, 2016, 5.72017, 4.1 million shares remained available for award under the Amended Incentive Award Plan.
During the years ended December 31, 2017, 2016 2015 and 2014,2015, portions of awards of restricted common stock granted to certain of the Company’s officers and other employees vested. The vesting of these shares, granted pursuant to the Amended Incentive Award Plan, resulted in federal and state income tax liabilities for the recipients. As permitted by the terms of the Amended Incentive Award Plan and the award grants, certain executive officers and employees elected to surrender 0.4 million, 0.1 million 0.4 million and 0.30.4 million shares of common stock, respectively, valued at $3.5 million, $0.8 million $4.3 million and $2.9$4.3 million, respectively, solely to pay the associated minimum statutory tax withholdings during the years ended December 31, 2017, 2016 2015 and 2014. Shares2015. Common shares repurchased are considered retired under Maryland law and the cost of the stock repurchased is recorded as a reduction to common stock and accumulated deficit on the consolidated balance sheets.
Restricted Shares of Common Stock
During the year ended December 31, 2016,2017, the Company granted 0.91.1 million restricted shares under the Amended Incentive Award Plan to certain executive officers, employees and members of the Board of Directors. The fair value of the restricted stock grants was determined based on the Company's closing stock price on the date of grant. The Company recorded $11.7$9.9 million in deferred compensation associated with these grants, which will be recognized in

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

expense over the requisite service period, generally which is three years, with a remaining weighted average recognition period of 1.9 years.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2016

The following table summarizes restricted share activity under the Amended Incentive Award Plan:
2016 2015 20142017 2016 2015
Number of Shares 
Weighted Average Price (1)
(per share)
 Number of Shares 
Weighted Average Price (1)
(per share)
 Number of Shares 
Weighted Average Price (1)
(per share)
Number of Shares 
Weighted Average Price (1)
(per share)
 Number of Shares 
Weighted Average Price (1)
(per share)
 Number of Shares 
Weighted Average Price (1)
(per share)
Outstanding non-vested shares, beginning of year771,003
 $11.29
 1,299,807
 $9.12
 1,777,652
 $8.41
1,034,615
 $12.55
 771,003
 $11.29
 1,299,807
 $9.12
Shares granted948,793
 12.58
 495,688
 11.87
 372,974
 10.85
1,103,563
 9.23
 948,793
 12.58
 495,688
 11.87
Shares vested(562,581) 11.10
 (1,005,088) 8.77
 (846,102) 8.37
(657,671) 11.30
 (562,581) 11.10
 (1,005,088) 8.77
Shares forfeited(122,600) 11.56
 (19,404) 11.53
 (4,717) 10.60
(45,804) 11.66
 (122,600) 11.56
 (19,404) 11.53
Outstanding non-vested shares, end of year1,034,615
 $12.55
 771,003
 $11.29
 1,299,807
 $9.12
1,434,703
 $10.60
 1,034,615
 $12.55
 771,003
 $11.29
(1) Based on grant date fair values.
Historical staff turnover rates are used by theThe Company adopted ASU 2016-09, Improvements to estimate the forfeiture rate for its non-vested shares. Accordingly, changes in actual forfeiture rates will affectEmployee Share-Based Payment Accounting, effective January 1, 2017 and made an accounting policy election to recognize stock-based compensation expense during the applicable period.forfeitures as they occur, whereas previously stock-based compensation forfeitures were estimated and recognized based on historical forfeiture rates.
Performance Share Awards
Since August 2013, performance share awards have been granted to executive officers upon approval from the Board of Directors or committee thereof. These awards are granted at a target number of units and represent shares that are potentially issuable in the future. The performance share awards vest based on the Company’s stock price and dividend performance, TSR, at the end of, generally, three-year periods relative to a group of industry peers. Potential shares of the Corporation's common stock that each participant is eligible to receive is based on the initial target number of shares granted multiplied by a percentage range between 0% and 250%. Grant date fair value of the performance share awards was calculated using the Monte Carlo simulation model, which incorporated stock price correlation, projected dividend yields and other variables over the time horizons matching the performance periods. Stock-based compensation expense associated with unvested performance share awards is recognized on a straight-line basis over the minimum required service period, with a remaining weighted average recognition period of 1.5 years.2.2 years as of December 31, 2017.
In addition, final shares issued under each performance share award entitle its holder to a cash payment equal to the aggregate declared dividends with record dates during the performance period, beginning on the grant date and ending the day before the awards are released. The projected shares to be awarded are not considered issued under the Amended Incentive Award Plan until the performance period has ended and the actual number of shares to be released is determined. The performance shares and dividend rights are subject to forfeiture in the event of a non-qualifying termination of a participant prior to the performance period end date.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 20162017

The following table summarizes performance share award activity under the Amended Incentive Award Plan:
2016 2015 20142017 2016 2015
Number of Target Shares Weighted Average Fair Value
(per share)
 Number of Target Shares Weighted Average Fair Value
(per share)
 Number of Target Shares Weighted Average Fair Value
(per share)
Number of Target Shares Weighted Average Fair Value
(per share)
 Number of Target Shares Weighted Average Fair Value
(per share)
 Number of Target Shares Weighted Average Fair Value
(per share)
Outstanding non-vested awards, beginning of year472,725
 $14.28
 610,797
 $13.49
 367,914
 $13.45
494,300
 $15.56
 472,725
 $14.28
 610,797
 $13.49
Grants at target (1)
400,800
 16.06
 279,199
 14.78
 242,883
 13.56
858,226
 11.88
 400,800
 16.06
 279,199
 14.78
Earned (below) above performance target (2)
(42,640) 13.56
 387,027
 13.45
 
 

 
 (42,640) 13.56
 387,027
 13.45
Vested (3)
(215,438) 14.36
 (804,298) 13.46
 
 
(466,667) 14.48
 (215,438) 14.36
 (804,298) 13.46
Forfeited(121,147) $15.05
 
 $
 
 $
(42,373) $14.78
 (121,147) $15.05
 
 $
Outstanding non-vested awards, end of year494,300
 $15.30
 472,725
 $14.28
 610,797
 $13.49
843,486
 $12.45
 494,300
 $15.56
 472,725
 $14.28
(1) The performance period for the 2017 performance awards began January 1, 2017 and continues through December 31, 2019, the performance period for the 2016 performance awards began January 1, 2016 and continues through December 31, 2018 and the performance period for the 2015 performance awards began January 1, 2015 and continues through December 31, 20172017.
(2) Represents shares that were earned below or in excess of target for the grants whose performance periods ended on December 31, 2017, 2016 and December 31, 2015.
(3) The number of shares that vested in 2017, 2016 and 2015 includes 466,667, 155,782, and 134,932 shares, respectively, released at target in connection with qualifying terminations. Dividend rights of $0.5 million, $0.2 million and $1.1 million associated with all shares released were paid in cash during 2016.2017, 2016 and 2015, respectively.
Approximately $0.5$0.8 million and $0.2$0.5 million in dividend rights have been accrued as of December 31, 20162017 and 2015,2016, respectively. For outstanding non-vested awards at December 31, 2016, 429,5442017, 1 million shares would have been released based on the Corporation's TSR relative to the specified peer groups through that date.
Stock-based Compensation Expense
For the years ended December 31, 2017, 2016 2015 and 2014,2015, the Company recognized $16.6 million, $9.6 million $13.3 million and $11.3$13.3 million, respectively, in stock-based compensation expense, which is included in general and administrative expenses in the accompanying consolidated statements of operations.
As of December 31, 2016,2017, the remaining unamortized stock-based compensation expense totaled $14.4$17.7 million, including $9.7$10.0 million related to restricted stock awards and $4.7$7.7 million related to performance share awards, which is recognized as the greater of the amount amortized on a straight-line basis over the service period of each applicable award or the amount vested over the vesting periods.
401(k) Plan
The Company has a 401(k) Plan, which is available to full-time employees who have completed at least three months of service with the Company. Currently, the Company provides a matching contribution in cash, up to a maximum of 4% of compensation, which vests immediately.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Note 14. Income (Loss) Per Share and Partnership Unit
Income per share has been determined using the two-class method which is computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of shares of common stock outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both shares of common stock and participating securities based on the weighted average shares outstanding during the period. Classification of the Company's unvested restricted stock, which contain rights to receive non-forfeitable dividends, are deemed participating securities under the two-class method. Under the two-class method, earnings attributable to unvested restricted shares are deducted from income from continuing operations in the computation of net income attributable to common stockholders.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 20162017

The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income (loss) per share computed using the two-class method (dollars in thousands):
Years Ended December 31,Years Ended December 31,
2016 2015 20142017 2016 2015
Basic and diluted income (loss):     
Income (loss) from continuing operations$45,081
 $24,103
 $(50,859)
Basic and diluted income:     
Net Income from continuing operations$12,042
 $45,081
 $24,103
Gain on disposition of assets52,365
 68,421
 10,221
65,106
 52,365
 68,421
Less: income attributable to unvested restricted stock(614) (696) (1,099)(940) (614) (696)
Income (loss) used in basic and diluted income (loss) per share from continuing operations96,832
 91,828
 (41,737)
Less: dividends paid to preferred stockholders(2,530) 
 
Income used in basic and diluted income per common share from continuing operations73,678
 96,832
 91,828
Income from discontinued operations
 688
 3,693

 
 688
Net income (loss) attributable to common stockholders used in basic and diluted income (loss) per share$96,832
 $92,516
 $(38,044)
Net income attributable to common stockholders used in basic and diluted income per share$73,678
 $96,832
 $92,516
          
Basic weighted average shares of common stock outstanding:          
Weighted average shares of common stock outstanding470,023,674
 433,361,726
 388,604,270
469,212,533
 470,023,674
 433,361,726
Less: unvested weighted average shares of restricted stock(805,898) (1,138,773) (1,794,524)(1,277,588) (805,898) (1,138,773)
Weighted average number of shares outstanding used in basic income (loss) per share469,217,776
 432,222,953
 386,809,746
Net income (loss) per share attributable to common stockholders-basic$0.21
 $0.21
 $(0.10)
Weighted average number of common shares outstanding used in basic income per share467,934,945
 469,217,776
 432,222,953
Net income per share attributable to common stockholders-basic$0.16
 $0.21
 $0.21
          
Diluted weighted average shares of common stock (1)
          
Stock options3,835
 3,384
 

 3,835
 3,384
Unvested performance shares24,654
 319,288
 
7,843
 24,654
 319,288
Weighted average number of shares of common stock used in diluted income (loss) per share469,246,265
 432,545,625
 386,809,746
Net income (loss) per share attributable to common stockholders-diluted$0.21
 $0.21
 $(0.10)
Weighted average number of shares of common stock used in diluted income per share467,942,788
 469,246,265
 432,545,625
Net income per share attributable to common stockholders-diluted$0.16
 $0.21
 $0.21
          
Potentially dilutive shares of common stock          
Unvested shares of restricted stock119,633
 339,541
 731,444
65,480
 119,633
 339,541
Unvested performance shares
 
 770,688

 
 
Stock options
 
 5,146

 
 
Total119,633
 339,541
 1,507,278
65,480
 119,633
 339,541
(1) Assumes the most dilutive issuance of potentially issuable shares between the two-class and treasury stock method unless the result would be anti-dilutive.
The Corporation intends to satisfy its exchange obligation for the principal amount of the Convertible Notes to the note holders entirely in cash, therefore, the "if-converted" method does not apply and the treasury stock method is being used. For the year ended December 31, 2016,2017, the Corporation's average stock price was below the conversion price, resulting in zero potentially dilutive shares related to the conversion spread of the Convertible Notes.
Note 15. Costs Associated With Restructuring Activities
On November 16, 2015, the Company’s Board of Directors approved the strategic decision to relocate its headquarters from Scottsdale, Arizona to Dallas, Texas. The Company began occupying temporary office space in the new headquarters in the spring of 2016, and finalized the move with the opening of the new office space in late September 2016. As a result of moving its corporate headquarters, the Company incurred various restructuring charges, including employee separation and relocation costs. Restructuring charges incurred for the years ended December 31, 2016 and December 31, 2015 totaled $6.3 million and $7.1 million, respectively, and are included within restructuring charges on the accompanying consolidated statements of operations.2017,

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 20162017

The following table presents a reconciliation of the liability attributable to restructuring costs incurred as of December 31, 2016 whichand December 31, 2015 were none, $6.3 million and $7.1 million, respectively, and are recordedincluded within accounts payable, accrued expenses and other liabilities inrestructuring charges on the accompanying consolidated balance sheets (in thousands):statements of operations.
 Employee Separation/Relocation Costs Other Restructuring Costs Total
Beginning balance, as of December 31, 2015$5,754
 $172
 $5,926
Accruals2,701
 3,060
 5,761
Payments(8,085) (3,211) (11,296)
Ending balance, as of December 31, 2016$370
 $21
 $391
To date, theThe Company has incurred total relocation costs of $20.5 million, of which $13.4 million iswas for restructuring, $3.5 million iswas for capitalized costs related to tenant improvements and fixtures for the new corporate headquarters space and $3.6 million represents other relocation costs, primarily for redundant office space and employee salaries and benefits for departing employees, incurred in the transition phase. The Company doesdid not anticipateincur any additional costs to be incurred after December 31, 2016.

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 20162017

Note 16. Consolidated Quarterly Financial Data
The following table sets forth certain unaudited consolidated financial information for each of the four quarters included in the years ended December 31, 20162017 and 20152016 (in thousands, except share and per share data):
First Second Third Fourth  
Quarter Quarter Quarter Quarter Year
2017 (Unaudited)  
Total revenues$165,422
 $168,635
 $169,550
 $165,348
 $668,955
Depreciation and amortization64,994
 64,220
 63,673
 63,132
 256,019
Interest46,623
 46,826
 48,680
 47,998
 190,127
Other expenses57,163
 49,664
 62,374
 39,921
 209,122
(Loss) gain on debt extinguishment(30) 8
 1,792
 (3,415) (1,645)
Income (loss) from continuing operations(3,388) 7,933
 (3,385) 10,882
 12,042
Gain on disposition of assets16,217
 15,273
 8,707
 24,909
 65,106
Dividends paid to preferred stockholders
 
 
 2,530
 2,530
Net income attributable to common stockholders and partners12,829
 23,206
 5,322
 33,261
 74,618
Net income per share attributable to common stockholders and partners:
 
 
 
 
Basic$0.03
 $0.05
 $0.01
 $0.07
 $0.16
Diluted$0.03
 $0.05
 $0.01
 $0.07
 $0.16
Dividends declared per common share and partnership unit$0.18000
 $0.18000
 $0.18000
 $0.18000
 $0.72000
         
First Second Third Fourth  First Second Third Fourth  
Quarter Quarter Quarter Quarter YearQuarter Quarter Quarter Quarter Year
2016 (Unaudited)   (Unaudited)  
Total revenues$168,357
 $171,726
 $172,508
 $173,383
 $685,974
$168,357
 $171,726
 $172,508
 $173,383
 $685,974
Depreciation and amortization64,664
 64,263
 65,300
 68,049
 262,276
64,664
 64,263
 65,300
 68,049
 262,276
Interest53,017
 49,172
 47,653
 46,744
 196,586
53,017
 49,172
 47,653
 46,744
 196,586
Other expenses32,381
 37,463
 41,767
 70,653
 182,264
32,381
 37,463
 41,767
 70,653
 182,264
(Loss) gain on debt extinguishment(5,341) 14,016
 (8,349) (93) 233
(5,341) 14,016
 (8,349) (93) 233
Income (loss) from continuing operations12,954
 34,844
 9,439
 (12,156) 45,081
12,954
 34,844
 9,439
 (12,156) 45,081
Income (loss) from discontinued operations
 
 
 
 
Gain on disposition of assets10,146
 11,115
 17,960
 13,144
 52,365
10,146
 11,115
 17,960
 13,144
 52,365
Net income attributable to common stockholders and partners23,100
 45,959
 27,399
 988
 97,446
23,100
 45,959
 27,399
 988
 97,446
Net income per share attributable to common stockholders and partners:
 
 
 
 
         
Basic$0.05
 $0.10
 $0.06
 $
 $0.21
$0.05
 $0.10
 $0.06
 $
 $0.21
Diluted$0.05
 $0.10
 $0.06
 $
 $0.21
$0.05
 $0.10
 $0.06
 $
 $0.21
Dividends declared per common share and partnership unit$0.17500
 $0.17500
 $0.17500
 $0.18000
 $0.70500
$0.17500
 $0.17500
 $0.17500
 $0.18000
 $0.70500

First
 

Second
 

Third
 

Fourth
  
Quarter Quarter Quarter Quarter Year
2015 (Unaudited)  
Total revenues$162,287
 $167,934
 $168,425
 $168,689
 $667,335
Depreciation and amortization66,296
 64,671
 64,493
 65,173
 260,633
Interest57,914
 56,167
 54,673
 54,147
 222,901
Other expenses23,662
 52,771
 40,548
 39,555
 156,536
(Loss) gain on debt extinguishment(1,230) 3,377
 342
 (5,651) (3,162)
Income (loss) from continuing operations13,185
 (2,298) 9,053
 4,163
 24,103
Income (loss) from discontinued operations227
 494
 (41) 8
 688
Gain on disposition of assets9,151
 51,739
 5,991
 2,130
 69,011
Net income attributable to common stockholders and partners22,563
 49,345
 15,003
 6,301
 93,212
Net income per share attributable to common stockholders and partners:         
Basic$0.05
 $0.11
 $0.03
 $0.02
 $0.21
Diluted$0.05
 $0.11
 $0.03
 $0.02
 $0.21
Dividends declared per common share and partnership unit$0.17000
 $0.17000
 $0.17000
 $0.17500
 $0.68500

SPIRIT REALTY CAPITAL, INC. and SPIRIT REALTY, L.P.
Notes to Consolidated Financial Statements - (continued)
December 31, 2017

Note 17. Subsequent Events
Shopko Term Loan
On January 16, 2018, the Operating Partnership funded a $35.0 million B-1 Term Loan as part of a syndicated loan and security agreement with Shopko as borrower and several banks as lenders. The B-1 Term Loan bears interest at a rate of 12% per annum and matures on June 19, 2020. Principal will be repaid in quarterly installments of $0.6 million commencing on November 1, 2018, while interest will be paid monthly. The loan is secured by Shopko’s assets in its $784 million asset-backed lending facility and is subordinate to other loans made under the syndicated loan and security agreement. The Operating Partnership received a commitment fee equal to 3.00% of the B-1 Term Loan.
Amendment to Shopko Master Lease
On January 16, 2018, the Company, through two of its wholly-owned subsidiaries, entered into an amendment to its master lease with Shopko. The amendment requires Shopko to provide annual and quarterly financial statements to the Company that are compliant with SEC rules. Further, the amendment modifies certain other provisions of the master lease, including assignment by Shopko, subletting by Shopko, sale by the Company and rent payment date.
Subject to certain conditions, Shopko will have a one-time right, upon 60 days written notice, to defer payment of the monthly base rent for a period of up to three months, provided that such months are not consecutive. The deferred rent is subject to interest at the rate of 11% per annum, and is secured by a second priority lien on Shopko's interests in its assets.
CMBS Debt Issuance
On January 22, 2018, the Company entered into a new non-recourse loan agreement with Société Générale and Barclays Bank PLC as lenders, which is collateralized by a single distribution center property located in Katy, Texas. The loan has a term of 10 years to maturity with an interest rate based on the 10-year mid-market swap rate (or Treasury rate, whichever is greater) plus a spread of 245 basis points. As a result of the issuance, the Company received approximately $84 million in proceeds.
Master Trust 2014 Notes Re-Pricing
On January 23, 2018, the Company re-priced a private offering of the Master Trust 2014 Series 2017-1 Class B notes (the “Class B Notes”) with $132.0 million aggregate principal. As a result, the interest rate on the Class B Notes will be reduced from 6.35% to 5.49%, while the other terms of the Class B Notes will remain unchanged. The Master Trust 2014 Series 2017-1 Class A notes were unaffected by the re-pricing of the Class B Notes. In connection with the re-pricing of the Class B Notes, the Company received $8.2 million in additional proceeds, that reduced the discount on the underlying debt, which the Company expects to distribute to Spirit prior to the Spin-Off.
Resolution of Defaulted Loans
In January 2018, five underperforming properties with a net book value of $12.4 million were disposed of in foreclosure proceedings. In connection with the disposals $33.6 million in debt was resolved.

PART III
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Spirit Realty Capital, Inc.SPIRIT REALTY CAPITAL, INC.
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of Spirit Realty Capital, Inc.'s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness as of December 31, 20162017 of the design and operation of Spirit Realty Capital, Inc.'s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of December 31, 2016,2017, that the design and operation of these disclosure controls and procedures were effective at the reasonable assurance level.
Management's Report on Internal Control over Financial Reporting
Management, including the Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting for Spirit Realty Capital, Inc. Management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - 2013 Integrated Framework to assess the effectiveness of Spirit Realty Capital, Inc.'s internal control over financial reporting. Based upon the assessments, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2016,2017, internal control over financial reporting was effective.
Ernst & Young LLP, Spirit Realty Capital, Inc.'s independent registered public accounting firm, audited Spirit Realty Capital, Inc.'s financial statements included in this Annual Report on Form 10-K and has issued an attestation report on Spirit Realty Capital, Inc.'s effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
As disclosed in Item 9A of Spirit Realty Capital, Inc.'s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2015 filed on October 31, 2016, Spirit Realty Capital, Inc. failed to design controls over the review of the accounting for real estate dispositions; specifically, the allocation of a portion of Spirit Realty Capital, Inc.'s goodwill to the carrying amount of assets sold or held for sale when determining the gain or loss on sale to be recognized for sold assets or the amount, if any, of impairment losses to be recognized for assets held for sale.
Management became aware of this material weakness in the internal control over financial reporting and took immediate actions to remediate the material weakness. Management initiated controls over the proper application of GAAP in accounting for goodwill related to the disposal of assets and in allocating goodwill to held for sale assets to determine the amount, if any, for impairment charges. Management has fully remediated this material weakness as of December 31, 2016.
Except as noted in the preceding paragraph, thereThere were no changes to Spirit Realty Capital, Inc.'s internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that occurred during the quarter ended December 31, 20162017 that have materially affected, or are reasonably likely to materially affect, Spirit Realty Capital, Inc.,'s internal control over financial reporting.
Spirit Realty,SPIRIT REALTY, L.P.
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of Spirit Realty, L.P.'s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness as of December 31, 20162017 of the design and operation of Spirit Realty, L.P.'s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of December 31, 2016,2017, that the design and operation of these disclosure controls and procedures were effective at the reasonable assurance level.

Management's Report on Internal Control over Financial Reporting
Management, including the Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting for Spirit Realty, L.P. Management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - 2013 Integrated Framework to assess the effectiveness of Spirit Realty, L.P.'s internal control over financial reporting. Based upon the assessments, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2016,2017, internal control over financial reporting was effective.

Changes in Internal Control over Financial Reporting
As disclosed in Item 9A of Spirit Realty Capital, Inc.'s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2015 filed on October 31, 2016, Spirit Realty Capital, Inc. failed to design controls over the review of the accounting for real estate dispositions; specifically, the allocation of a portion of Spirit Realty Capital, Inc.'s goodwill to the carrying amount of assets sold or held for sale when determining the gain or loss on sale to be recognized for sold assets or the amount, if any, of impairment losses to be recognized for assets held for sale.
Management became aware of this material weakness in the internal control over financial reporting and took immediate actions to remediate the material weakness. Management initiated controls over the proper application of GAAP in accounting for goodwill related to the disposal of assets and in allocating goodwill to held for sale assets to determine the amount, if any, for impairment charges. Management has fully remediated this material weakness as of December 31, 2016.
Except as noted in the preceding paragraph, thereThere were no changes to Spirit Realty, L.P.'s internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that occurred during the quarter ended December 31, 20162017 that have materially affected, or are reasonably likely to materially affect, Spirit Realty, L.P.'s internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal controlcontrols over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 9B. Other Information
None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance
The information concerning our directors and executive officers required by Item 10 will be included in the Proxy Statement to be filed relating to our 20172018 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 11. Executive Compensation
The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to our 20172018 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information concerning our security ownership of certain beneficial owners and management and related stockholder matters (including equity compensation plan information) required by Item 12 will be included in the Proxy Statement to be filed relating to our 20172018 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information concerning certain relationships, related transactions and director independence required by Item 13 will be included in the Proxy Statement to be filed relating to our 20172018 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information concerning our principal accounting fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to our 20172018 Annual Meeting of Stockholders and is incorporated herein by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1) and (2)    
Financial Statements and Schedules. The following documents are filed as a part of this report (see Item 8):
Reports of Independent Registered Public Accounting Firm.
Consolidated Balance Sheets as of December 31, 20162017 and 2015.2016.
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 2015 and 2014.2015.
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2017, 2016 2015 and 2014.2015.
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2017, 2016 2015 and 2014.2015.
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 2015 and 2014.2015.
Notes to Consolidated Financial Statements.
Schedule III - Real Estate and Accumulated Depreciation.Depreciation as of December 31, 2017.
Schedule IV - Mortgage Loans on Real Estate as of December 31, 2016.2017.

All other schedules are omitted since the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and the notes thereto.

(b)    Exhibits.

Exhibit No.
 
Description
 
  
1.1
  
2.1
  
2.2
  
3.1
  
3.2
  
3.3Third
3.4
3.5
3.6
  
4.1
  
4.2
  
4.3
  
4.4
  
4.5
  
4.6
  

Exhibit No.
Description
4.7
  
4.8
  
4.9
  

Exhibit No.
Description
4.10
  
4.11
  
4.12
  
4.13
  
4.14
  
4.15
  
4.16
  
4.17
4.18*
4.19*
4.20*
4.21*

Exhibit No.
Description
10.1
  
10.2
  
10.3
  
10.4
  
10.5
  
10.6
  
10.7
  
10.8
  

Exhibit No.
Description
10.9
  
10.10
  
10.11
  
10.12
  
10.13
  
10.14

  
10.15
  

Exhibit No.
Description
10.16
  
10.17
  
10.18

  
10.19
  
10.20Amended and Restated Employment Agreement among Spirit Realty Capital, Inc. and Thomas H. Nolan, Jr., dated as of July 17, 2013 filed as Exhibit 10.2 of the Company's Form 8-K on July 17, 2013 and incorporated herein by reference.
10.21
  
10.2310.21
  
10.2510.22
  

Exhibit No.
10.23
Description
10.26Employment Agreement among Spirit Realty Capital, Inc. and Phillip D. Joseph, Jr., dated as of March 25, 2015 filed as Exhibit 10.1 of the Company's Form 8-K on March 25,27, 2015 and incorporated herein by reference.
  
10.2710.24
  
10.2810.25
  
10.2910.26
  
10.3010.27Second Amended and Restated Employment Agreement among Spirit Realty Capital, Inc. and Thomas H. Nolan, Jr., dated as of August 27, 2015 filed as Exhibit 10.1 of the Company's Form 8-K on August 28, 2015 and incorporated herein by reference.
10.31
  
10.3210.28
  
10.3310.29
  
10.3410.30
  

10.35
Exhibit No.
Description
10.31
  
10.3610.32
  
10.3710.33
  
10.3810.34
  
10.3910.35
10.36
10.37
10.38
10.39
10.40
10.41*
12.1*
  
14.1
  
16.1
  
21.1*
  

Exhibit No.
Description
23.1*
23.2*
  
31.1*
  

Exhibit No.
Description
31.2*
  
31.3*
  
31.4*
  
32.1*
  
32.2*
  
101.1**The following financial information from Spirit Realty Capital, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2016,2017, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (loss), (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.
*Filed herewith.
**Pursuant to applicable securities laws and regulations, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections.

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
       
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which
depreciation in
latest Statement of Operations is
computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired



General Merchandise                      
 Aberdeen, SD (c) $3,857
 $3,348
 $
 $
 $3,857
 $3,348
 $7,205
 $(1,505) 1984 05/31/06 15 to 30 Years
 Ainsworth, NE (a) 360
 1,829
 
 
 360
 1,829
 2,189
 (448) 2007 12/08/09 12 to 47 Years
 Alamogordo, NM (a) 476
 560
 
 
 476
 560
 1,036
 (111) 2006 07/17/13 8 to 40 Years
 Albany, MO (c) 66
 410
 
 
 66
 410
 476
 (155) 1990 05/31/06 15 to 30 Years
 Allegan, MI (c) 741
 1,198
 
 
 741
 1,198
 1,939
 (553) 2000 05/31/06 15 to 30 Years
 Anderson, SC (c) 4,771
 6,883
 
 
 4,771
 6,883
 11,654
 (2,124) 1993 07/17/13 7 to 21 Years
 Anderson, SC (a) 351
 966
 
 
 351
 966
 1,317
 (108) 1992 07/17/13 10 to 41 Years
 Appleton, WI (c) 4,898
 5,804
 
 
 4,898
 5,804
 10,702
 (2,209) 1971 05/31/06 15 to 30 Years
 Arcadia, WI (c) 673
 983
 
 
 673
 983
 1,656
 (563) 2000 05/31/06 15 to 30 Years
 Archbold, OH (c) 631
 1,229
 (216) (567) 415
 662
 1,078
 
 2000 05/31/06 15 to 30 Years
 Attica, IN (c) 550
 1,116
 
 
 550
 1,116
 1,666
 (524) 1999 05/31/06 15 to 30 Years
 Austin, MN (c) 4,246
 4,444
 
 
 4,246
 4,444
 8,690
 (1,890) 1983 05/31/06 15 to 30 Years
 Baton Rouge, LA (a) 328
 996
 
 
 328
 996
 1,324
 (127) 1999 07/17/13 10 to 40 Years
 Bay City, TX (c) 1,192
 3,250
 
 
 1,192
 3,250
 4,442
 (874) 1990 07/17/13 3 to 20 Years
 Beeville, TX (a) 101
 1,814
 
 
 101
 1,814
 1,915
 (152) 2004 07/17/13 10 to 45 Years
 Bellevue, NE (c) 3,269
 3,482
 
 
 3,269
 3,482
 6,751
 (1,517) 1984 05/31/06 15 to 30 Years
 Beloit, WI (c) 3,191
 4,414
 
 
 3,191
 4,414
 7,605
 (2,523) 1978 05/31/06 15 to 25 Years
 Belvidere, IL (c) 3,061
 3,609
 
 
 3,061
 3,609
 6,670
 (1,569) 1995 05/31/06 15 to 30 Years
 Bloomfield, IN (c) 639
 940
 (204) (425) 435
 515
 950
 
 1999 05/31/06 15 to 30 Years
 Borger, TX (c) 907
 3,243
 (724) (2,027) 183
 1,216
 1,399
 
 1991 07/17/13 3 to 25 Years
 Burlington, KS (c) 371
 565
 
 
 371
 565
 936
 (362) 1990 05/31/06 15 to 20 Years
 Calumet City, IL (a) 393
 949
 
 
 393
 949
 1,342
 (136) 1977 07/17/13 9 to 32 Years
 Carrollton, MO (c) 352
 345
 
 
 352
 345
 697
 (268) 1994 07/21/11 9 to 20 Years
 Centerville, TN (c) 420
 776
 
 
 420
 776
 1,196
 (383) 2000 05/31/06 15 to 30 Years
 Charlotte, NC (a) 371
 598
 
 
 371
 598
 969
 (123) 1957 07/17/13 8 to 25 Years
 Chiefland, FL (a) 376
 1,206
 
 
 376
 1,206
 1,582
 (141) 2007 07/17/13 10 to 47 Years
 Clanton, AL (a) 350
 816
 
 
 350
 816
 1,166
 (98) 2007 07/17/13 10 to 46 Years
 Clare, MI (c) 1,219
 760
 
 
 1,219
 760
 1,979
 (558) 2000 05/31/06 15 to 30 Years
 Clarion, IA (c) 365
 812
 
 
 365
 812
 1,177
 (379) 2000 05/31/06 15 to 30 Years
 Clintonville, WI (c) 495
 1,089
 
 
 495
 1,089
 1,584
 (631) 1978 05/31/06 15 to 25 Years
 De Pere, WI (c) 264
 1,681
 
 
 264
 1,681
 1,945
 (603) 2000 05/31/06 15 to 30 Years
10 BoxRogers, AR (a) 1,028
 1,685
 
 
 1,028
 1,685
 2,713
 (351) 1994 03/31/14 6 to 20 Years
24 Hour FitnessAurora, CO (d) 1,452
 4,413
 
 
 1,452
 4,413
 5,865
 (726) 1995 07/17/13 11 to 30 Years
24 Hour FitnessLancaster, CA (d) 6,982
 9,255
 
 
 6,982
 9,255
 16,237
 (1,118) 1987 05/07/15 9 to 30 Years
3rd Realm Extreme Air SportsLittle Rock, AR (d) 1,489
 3,888
 
 
 1,489
 3,888
 5,377
 (30) 2017 09/29/17 15 to 40 Years
Aaron'sEssex, MD (b) 294
 1,973
 
 
 294
 1,973
 2,267
 (222) 1998 07/17/13 10 to 45 Years
Aaron'sCharlotte, NC (b) 371
 598
 
 
 371
 598
 969
 (158) 1957 07/17/13 8 to 25 Years
Aaron'sAnderson, SC (b) 351
 966
 
 
 351
 966
 1,317
 (140) 1992 07/17/13 10 to 41 Years
Aaron'sHartsville, SC (b) 536
 813
 
 
 536
 813
 1,349
 (207) 2007 07/17/13 10 to 37 Years
Aaron'sGriffin, GA (b) 459
 1,322
 
 
 459
 1,322
 1,781
 (183) 2007 07/17/13 10 to 49 Years
Aaron'sSandersville, GA (b) 503
 751
 
 
 503
 751
 1,254
 (137) 2006 07/17/13 10 to 45 Years
Aaron'sGrovetown, GA (b) 425
 933
 
 
 425
 933
 1,358
 (149) 2007 07/17/13 10 to 45 Years
Aaron'sLargo, FL (b) 758
 1,025
 
 
 758
 1,025
 1,783
 (162) 1999 07/17/13 9 to 36 Years
Aaron'sOkeechobee, FL (b) 409
 1,298
 
 
 409
 1,298
 1,707
 (174) 2006 07/17/13 10 to 47 Years
Aaron'sChiefland, FL (b) 376
 1,206
 
 
 376
 1,206
 1,582
 (182) 2007 07/17/13 10 to 47 Years
Aaron'sClanton, AL (b) 350
 816
 
 
 350
 816
 1,166
 (127) 2007 07/17/13 10 to 46 Years
Aaron'sForrest City, AR (b) 331
 860
 
 
 331
 860
 1,191
 (123) 2002 07/17/13 10 to 45 Years
Aaron'sBaton Rouge, LA (b) 328
 996
 
 
 328
 996
 1,324
 (164) 1999 07/17/13 10 to 40 Years
Aaron'sShreveport, LA (b) 374
 490
 
 
 374
 490
 864
 (160) 2001 07/17/13 10 to 31 Years
Aaron'sBeeville, TX (b) 101
 1,814
 
 
 101
 1,814
 1,915
 (197) 2004 07/17/13 10 to 45 Years
Aaron'sMansfield, TX (b) 859
 599
 
 
 859
 599
 1,458
 (138) 2007 07/17/13 10 to 34 Years
Aaron'sNavasota, TX (b) 322
 868
 
 
 322
 868
 1,190
 (146) 2007 07/17/13 10 to 44 Years
Aaron'sWilton, NY (b) 1,348
 2,165
 
 
 1,348
 2,165
 3,513
 (685) 2000 07/17/13 8 to 27 Years
Aaron'sRome, NY (b) 436
 699
 
 
 436
 699
 1,135
 (164) 1996 07/17/13 10 to 28 Years
Aaron'sRensselaer, NY (b) 705
 657
 
 
 705
 657
 1,362
 (418) 1971 07/17/13 3 to 13 Years
Aaron'sCalumet City, IL (b) 393
 949
 
 
 393
 949
 1,342
 (176) 1977 07/17/13 9 to 32 Years
Aaron'sAlamogordo, NM (b) 476
 560
 
 
 476
 560
 1,036
 (143) 2006 07/17/13 8 to 40 Years
Aaron'sMineral Wells, TX (b) 448
 878
 
 
 448
 878
 1,326
 (148) 2008 07/17/13 10 to 42 Years
Aaron'sSweetwater, TX (b) 415
 1,097
 
 
 415
 1,097
 1,512
 (165) 2006 07/17/13 10 to 47 Years
Aaron'sHarrisonville, MO (b) 316
 466
 
 
 316
 466
 782
 (130) 1996 07/17/13 8 to 33 Years
Aaron'sWichita, KS (b) 236
 741
 
 
 236
 741
 977
 (105) 1990 07/17/13 10 to 42 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Denver, CO (c) 7,839
 9,299
 
 
 7,839
 9,299
 17,138
 (2,756) 1991 07/17/13 5 to 17 Years
 Dixon, IL (c) 1,502
 2,810
 
 
 1,502
 2,810
 4,312
 (1,205) 1993 05/31/06 15 to 30 Years
 Dowagiac, MI (c) 762
 984
 
 
 762
 984
 1,746
 (494) 2000 05/31/06 15 to 30 Years
 Duluth, MN (c) 4,722
 6,955
 
 
 4,722
 6,955
 11,677
 (2,693) 1993 05/31/06 15 to 30 Years
 Dyersville, IA (c) 381
 1,082
 
 
 381
 1,082
 1,463
 (470) 2000 05/31/06 15 to 30 Years
 Escanaba, MI (c) 3,030
 3,321
 
 
 3,030
 3,321
 6,351
 (1,823) 1971 05/31/06 15 to 28 Years
 Essex, MD (a) 294
 1,973
 
 
 294
 1,973
 2,267
 (172) 1998 07/17/13 10 to 45 Years
 Estherville, IA (c) 630
 463
 (273) (301) 357
 162
 519
 
 1976 05/31/06 15 to 20 Years
 Fairmont, MN (c) 2,393
 3,546
 
 
 2,393
 3,546
 5,939
 (1,430) 1984 05/31/06 15 to 30 Years
 Fairview Heights, IL (c) 1,418
 2,383
 
 521
 1,418
 2,904
 4,322
 (1,141) 1990 07/17/13 3 to 10 Years
 Fergus Falls, MN (c) 738
 1,175
 
 
 738
 1,175
 1,913
 (653) 1986 05/31/06 15 to 20 Years
 Flagstaff, AZ (c) 1,474
 1,321
 (175) 257
 1,299
 1,578
 2,877
 
 2001 11/02/15 15 to 30 Years
 Foley, AL (c) 1,240
 2,983
 
 
 1,240
 2,983
 4,223
 (309) 1994 05/08/15 9 to 20 Years
 Fond du Lac, WI (c) 4,110
 5,210
 
 
 4,110
 5,210
 9,320
 (1,985) 1985 05/31/06 15 to 30 Years
 Forrest City, AR (a) 331
 860
 
 
 331
 860
 1,191
 (95) 2002 07/17/13 10 to 45 Years
 Fort Atkinson, WI (c) 1,005
 2,873
 
 
 1,005
 2,873
 3,878
 (1,162) 1984 05/31/06 15 to 30 Years
 Fountain Valley, CA (c) 9,470
 13,326
 
 
 9,470
 13,326
 22,796
 (1,168) 1968 12/30/14 11 to 30 Years
 Freeport, IL (c) 1,941
 2,431
 
 
 1,941
 2,431
 4,372
 (1,197) 1994 05/31/06 15 to 30 Years
 Gallatin, MO (c) 57
 405
 
 
 57
 405
 462
 (159) 1990 05/31/06 15 to 30 Years
 Glasgow, MT (c) 772
 1,623
 
 
 772
 1,623
 2,395
 (741) 1998 05/31/06 15 to 30 Years
 Glenwood, MN (c) 775
 1,404
 
 
 775
 1,404
 2,179
 (531) 1996 05/31/06 15 to 40 Years
 Gothenburg, NE (a) 391
 1,798
 
 
 391
 1,798
 2,189
 (441) 2007 12/08/09 12 to 47 Years
 Grafton, WI (c) 2,952
 4,206
 
 
 2,952
 4,206
 7,158
 (1,794) 1989 05/31/06 15 to 30 Years
 Green Bay, WI (c) 6,155
 6,298
 
 
 6,155
 6,298
 12,453
 (2,396) 1979 05/31/06 15 to 30 Years
 Green Bay, WI (c) 8,699
 12,160
 
 
 8,699
 12,160
 20,859
 (6,150) 2000 05/31/06 15 to 28 Years
 Green Bay, WI (c) 4,788
 4,605
 
 
 4,788
 4,605
 9,393
 (2,571) 1966 05/31/06 15 to 28 Years
 Greenfield, OH (c) 555
 1,041
 
 
 555
 1,041
 1,596
 (492) 2000 05/31/06 15 to 30 Years
 Griffin, GA (a) 459
 1,322
 
 
 459
 1,322
 1,781
 (141) 2007 07/17/13 10 to 49 Years
 Grovetown, GA (a) 425
 933
 
 
 425
 933
 1,358
 (115) 2007 07/17/13 10 to 45 Years
 Harrisonville, MO (a) 316
 466
 
 
 316
 466
 782
 (101) 1996 07/17/13 8 to 33 Years
 Hart, MI (c) 565
 1,377
 
 
 565
 1,377
 1,942
 (580) 1999 05/31/06 15 to 30 Years
 Hartsville, SC (a) 536
 813
 
 
 536
 813
 1,349
 (160) 2007 07/17/13 10 to 37 Years
 Havana, IL (c) 526
 813
 
 
 526
 813
 1,339
 (402) 2000 05/31/06 15 to 30 Years
 Helena, MT (c) 3,176
 5,583
 (724) 
 2,452
 5,583
 8,035
 (2,163) 1992 05/31/06 15 to 30 Years
 Hodgenville, KY (c) 709
 838
 (370) (527) 339
 311
 650
 
 1999 05/31/06 15 to 30 Years
 Houghton, MI (c) 1,963
 4,025
 
 
 1,963
 4,025
 5,988
 (1,805) 1994 05/31/06 15 to 30 Years
 Jacksonville, IL (c) 3,603
 3,569
 
 
 3,603
 3,569
 7,172
 (1,956) 1996 05/31/06 15 to 30 Years
Above All Extreme Air SportsBrentwood, TN (d) 2,292
 2,273
 
 2
 2,292
 2,275
 4,567
 (339) 1970 09/30/15 9 to 20 Years
ABRASuwanee, GA (a) 480
 1,350
 
 
 480
 1,350
 1,830
 (239) 1986 10/21/13 13 to 30 Years
Academy SportsMacon, GA (d) 1,921
 4,890
 
 
 1,921
 4,890
 6,811
 (1,027) 2005 07/17/13 10 to 30 Years
Academy SportsKaty, TX (d) 13,144
 96,194
 
 
 13,144
 96,194
 109,338
 (14,219) 1976 07/17/13 8 to 34 Years
Academy SportsNorth Richland Hills, TX (d) 1,950
 5,451
 
 
 1,950
 5,451
 7,401
 (288) 1996 07/17/13 30 to 30 Years
Academy SportsLufkin, TX (c) 1,922
 2,735
 
 
 1,922
 2,735
 4,657
 (623) 2003 07/17/13 9 to 30 Years
Academy SportsGreenville, TX (a) 2,229
 5,182
 
 37
 2,229
 5,219
 7,448
 (232) 2016 12/07/16 14 to 40 Years
Accel InternationalMeridian, CT (d) 1,766
 7,848
 
 
 1,766
 7,848
 9,614
 (955) 1997 12/17/14 15 to 30 Years
Accel InternationalAvila, IN (d) 642
 4,958
 
 
 642
 4,958
 5,600
 (570) 1990 12/17/14 15 to 30 Years
Adult & Pediatric OrthopedicsVernon Hills, IL (a) 992
 5,020
 
 
 992
 5,020
 6,012
 (702) 1991 03/31/14 15 to 30 Years
Advance Auto PartsColumbia Heights, MN (d) 510
 1,314
 
 
 510
 1,314
 1,824
 (186) 2006 07/17/13 7 to 43 Years
Advance Auto PartsDuluth, MN (d) 207
 1,462
 
 
 207
 1,462
 1,669
 (168) 2006 07/17/13 7 to 48 Years
Advance Auto PartsGrand Forks, ND (d) 287
 1,132
 
 
 287
 1,132
 1,419
 (183) 2005 07/17/13 7 to 45 Years
Advance Auto PartsFergus Falls, MN (d) 294
 978
 
 
 294
 978
 1,272
 (141) 2005 07/17/13 7 to 47 Years
Advance Auto PartsHolland Charter Township, MI (d) 493
 1,212
 
 
 493
 1,212
 1,705
 (159) 2005 07/17/13 7 to 47 Years
Advance Auto PartsHolland, MI (d) 542
 1,384
 
 
 542
 1,384
 1,926
 (190) 2005 07/17/13 7 to 47 Years
Advance Auto PartsZeeland, MI (d) 490
 1,136
 
 
 490
 1,136
 1,626
 (162) 2005 07/17/13 7 to 47 Years
Advance Auto PartsRainsville, AL (b) 251
 1,073
 
 
 251
 1,073
 1,324
 (172) 2005 07/17/13 7 to 42 Years
Advance Auto PartsGrand Bay, AL (b) 226
 1,242
 
 
 226
 1,242
 1,468
 (162) 2005 07/17/13 7 to 47 Years
Advance Auto PartsHurley, MS (b) 265
 1,052
 
 
 265
 1,052
 1,317
 (162) 2006 07/17/13 7 to 45 Years
Advance Auto PartsAshland, KY (b) 613
 1,284
 
 
 613
 1,284
 1,897
 (194) 2006 07/17/13 8 to 48 Years
Advance Auto PartsJackson, OH (b) 397
 1,251
 
 
 397
 1,251
 1,648
 (180) 2005 07/17/13 7 to 47 Years
Advance Auto PartsNew Boston, OH (b) 345
 1,538
 
 
 345
 1,538
 1,883
 (191) 2005 07/17/13 7 to 47 Years
Advance Auto PartsMaryland Heights, MO (b) 522
 1,155
 
 
 522
 1,155
 1,677
 (171) 2005 07/17/13 7 to 47 Years
Advance Auto PartsScottsburg, IN (b) 238
 665
 
 
 238
 665
 903
 (107) 2006 07/17/13 8 to 43 Years
Advance Auto PartsCharlotte, NC (b) 403
 1,146
 
 
 403
 1,146
 1,549
 (195) 2008 07/17/13 12 to 43 Years
Advance Auto PartsIrvington, NJ (b) 1,605
 1,912
 
 
 1,605
 1,912
 3,517
 (277) 2006 07/17/13 7 to 47 Years
Advance Auto PartsMidwest City, OK (b) 353
 815
 
 
 353
 815
 1,168
 (139) 2007 07/17/13 9 to 44 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Janesville, WI (c) 3,166
 4,808
 
 
 3,166
 4,808
 7,974
 (2,595) 1980 05/31/06 15 to 28 Years
 Kennewick, WA (c) 4,044
 5,347
 
 
 4,044
 5,347
 9,391
 (2,195) 1989 05/31/06 15 to 30 Years
 Kenosha, WI (c) 3,079
 4,259
 
 
 3,079
 4,259
 7,338
 (2,427) 1980 05/31/06 15 to 25 Years
 Kewaunee, WI (c) 872
 758
 
 
 872
 758
 1,630
 (512) 2000 05/31/06 15 to 30 Years
 Kimberly, WI (c) 3,550
 4,749
 
 
 3,550
 4,749
 8,299
 (2,499) 1979 05/31/06 15 to 28 Years
 Kingsford, MI (c) 3,736
 3,570
 
 
 3,736
 3,570
 7,306
 (2,009) 1970 05/31/06 15 to 28 Years
 La Crosse, WI (c) 2,896
 3,810
 
 
 2,896
 3,810
 6,706
 (2,099) 1978 05/31/06 15 to 25 Years
 Lake Hallie, WI (c) 2,627
 3,965
 
 
 2,627
 3,965
 6,592
 (1,930) 1982 05/31/06 15 to 30 Years
 Lancaster, WI (c) 581
 1,018
 
 
 581
 1,018
 1,599
 (487) 1999 05/31/06 15 to 30 Years
 Lander, WY (c) 289
 589
 
 
 289
 589
 878
 (356) 1974 05/31/06 15 to 20 Years
 Largo, FL (a) 758
 1,025
 
 
 758
 1,025
 1,783
 (125) 1999 07/17/13 9 to 36 Years
 Lewiston, ID (c) 409
 2,999
 
 
 409
 2,999
 3,408
 (1,677) 1987 05/31/06 15 to 25 Years
 Logan, UT (c) 454
 3,453
 
 
 454
 3,453
 3,907
 (1,925) 1989 05/31/06 15 to 20 Years
 Madison, SD (c) 1,060
 1,015
 
 
 1,060
 1,015
 2,075
 (689) 1975 05/31/06 15 to 25 Years
 Manistique, MI (c) 659
 1,223
 
 
 659
 1,223
 1,882
 (571) 2000 05/31/06 15 to 30 Years
 Manitowoc, WI (c) 2,573
 4,011
 
 
 2,573
 4,011
 6,584
 (2,251) 1977 05/31/06 15 to 28 Years
 Mankato, MN (c) 6,167
 4,861
 
 
 6,167
 4,861
 11,028
 (2,626) 1971 05/31/06 15 to 28 Years
 Mansfield, TX (a) 859
 599
 
 
 859
 599
 1,458
 (106) 2007 07/17/13 10 to 34 Years
 Marinette, WI (c) 1,452
 3,736
 
 
 1,452
 3,736
 5,188
 (1,527) 1990 05/31/06 15 to 30 Years
 Marion, KY (c) 724
 765
 
 
 724
 765
 1,489
 (443) 2000 05/31/06 15 to 30 Years
 Marquette, MI (c) 4,423
 5,774
 
 
 4,423
 5,774
 10,197
 (3,136) 1969 05/31/06 15 to 25 Years
 Marshall, MN (c) 4,152
 2,872
 
 
 4,152
 2,872
 7,024
 (1,762) 1972 05/31/06 15 to 28 Years
 Marshfield, WI (c) 3,272
 4,406
 
 
 3,272
 4,406
 7,678
 (2,324) 1968 05/31/06 15 to 28 Years
 Mason City, IA (c) 2,186
 3,888
 
 
 2,186
 3,888
 6,074
 (2,122) 1985 05/31/06 15 to 28 Years
 Memphis, MO (c) 448
 313
 
 
 448
 313
 761
 (244) 1983 05/31/06 15 to 20 Years
 Mineral Wells, TX (a) 448
 878
 
 
 448
 878
 1,326
 (114) 2008 07/17/13 10 to 42 Years
 Minerva, OH (c) 1,103
 902
 
 
 1,103
 902
 2,005
 (585) 2000 05/31/06 15 to 30 Years
 Missoula, MT (c) 4,123
 5,253
 
 
 4,123
 5,253
 9,376
 (2,755) 1987 05/31/06 15 to 28 Years
 Mitchell, SD (c) 3,918
 3,126
 
 
 3,918
 3,126
 7,044
 (1,779) 1973 05/31/06 15 to 28 Years
 Monmouth, IL (c) 2,037
 1,166
 
 
 2,037
 1,166
 3,203
 (912) 1971 05/31/06 15 to 25 Years
 Monroe, WI (c) 1,526
 4,027
 
 
 1,526
 4,027
 5,553
 (1,619) 1994 05/31/06 15 to 30 Years
 Monticello, IL (c) 641
 1,172
 
 
 641
 1,172
 1,813
 (545) 1999 05/31/06 15 to 30 Years
 Montpelier, OH (c) 557
 1,130
 (146) (464) 411
 666
 1,077
 
 2000 05/31/06 15 to 30 Years
 Mount Ayr, IA (c) 228
 666
 
 
 228
 666
 894
 (281) 1995 05/31/06 15 to 30 Years
 Mount Carmel, IL (c) 972
 1,602
 
 
 972
 1,602
 2,574
 (973) 2000 05/31/06 15 to 20 Years
 Murfreesboro, TN (c) 3,413
 6,727
 
 
 3,413
 6,727
 10,140
 (700) 1985 02/25/15 9 to 20 Years
 Navasota, TX (a) 322
 868
 
 
 322
 868
 1,190
 (113) 2007 07/17/13 10 to 44 Years
 New London, WI (c) 1,008
 2,094
 
 
 1,008
 2,094
 3,102
 (711) 1991 07/17/13 3 to 18 Years
Advance Auto PartsPenns Grove, NJ (b) 612
 1,564
 
 
 612
 1,564
 2,176
 (215) 2006 07/17/13 8 to 47 Years
Advance Auto PartsSt. Francis, WI (b) 532
 1,557
 
 
 532
 1,557
 2,089
 (235) 2006 07/17/13 8 to 48 Years
Advance Auto PartsWillingboro, NJ (b) 784
 1,369
 
 
 784
 1,369
 2,153
 (231) 2007 07/17/13 9 to 47 Years
Advance Auto PartsDunellen, NJ (b) 1,177
 1,973
 
 
 1,177
 1,973
 3,150
 (243) 2008 07/17/13 10 to 48 Years
Advance Auto PartsGreenfield, IN (a) 458
 996
 
 
 458
 996
 1,454
 (146) 2003 07/17/13 7 to 47 Years
Advance Auto PartsTrenton, OH (a) 324
 842
 
 
 324
 842
 1,166
 (134) 2003 07/17/13 7 to 47 Years
Advance Auto PartsAtmore, AL (d) 417
 444
 
 
 417
 444
 861
 (38) 1995 07/22/16 7 to 30 Years
Advance Auto PartsTheodore, AL (d) 549
 755
 
 
 549
 755
 1,304
 (46) 1996 07/22/16 7 to 40 Years
Advance Auto PartsHialeah, FL (d) 682
 1,054
 
 
 682
 1,054
 1,736
 (58) 1998 07/22/16 7 to 40 Years
Advance Auto PartsNew Smyrna Beach, FL (d) 774
 818
 
 
 774
 818
 1,592
 (46) 1999 07/22/16 7 to 40 Years
Advance Auto PartsMargate, FL (d) 480
 507
 
 
 480
 507
 987
 (32) 1991 07/22/16 7 to 40 Years
Advance Auto PartsFort Lauderdale, FL (d) 772
 1,005
 
 
 772
 1,005
 1,777
 (60) 1996 07/22/16 7 to 40 Years
Advance Auto PartsTampa, FL (d) 721
 1,055
 
 
 721
 1,055
 1,776
 (56) 1997 07/22/16 7 to 40 Years
Advance Auto PartsGibsonton, FL (d) 526
 448
 
 
 526
 448
 974
 (45) 1999 07/22/16 7 to 30 Years
Advance Auto PartsDayton, OH (d) 317
 572
 
 
 317
 572
 889
 (38) 1998 07/22/16 7 to 30 Years
Advance Auto PartsCastle Shannon, PA (d) 620
 732
 
 
 620
 732
 1,352
 (54) 1998 07/22/16 7 to 30 Years
Advance Auto PartsBurlington, IA (d) 467
 737
 
 
 467
 737
 1,204
 (39) 1989 07/22/16 7 to 40 Years
Advance Auto PartsCamilla, GA (d) 419
 412
 
 
 419
 412
 831
 (32) 1995 07/22/16 7 to 30 Years
Advance Auto PartsSavannah, GA (d) 688
 492
 
 
 688
 492
 1,180
 (39) 1995 07/22/16 7 to 40 Years
Advance Auto PartsColumbus, GA (d) 628
 769
 
 
 628
 769
 1,397
 (48) 1998 07/22/16 7 to 40 Years
Advance Auto PartsWaynesboro, GA (d) 330
 1,015
 
 
 330
 1,015
 1,345
 (48) 1995 07/22/16 7 to 50 Years
Advance Auto PartsBlakeley, GA (d) 169
 887
 
 
 169
 887
 1,056
 (39) 1995 07/22/16 7 to 50 Years
Advance Auto PartsRichmond Hill, GA (d) 418
 701
 
 
 418
 701
 1,119
 (48) 1995 07/22/16 7 to 30 Years
Advance Auto PartsAugusta, GA (d) 482
 750
 
 
 482
 750
 1,232
 (46) 1998 07/22/16 7 to 40 Years
Advance Auto PartsKingsland, GA (d) 1,037
 997
 
 
 1,037
 997
 2,034
 (53) 1998 07/22/16 7 to 40 Years
Advance Auto PartsGriffin, GA (d) 441
 1,142
 
 
 441
 1,142
 1,583
 (55) 1998 07/22/16 7 to 50 Years
Advance Auto PartsCollege Park, GA (d) 386
 506
 
 
 386
 506
 892
 (41) 1998 07/22/16 7 to 30 Years
Advance Auto PartsLeesburg, GA (d) 435
 494
 
 
 435
 494
 929
 (51) 1999 07/22/16 7 to 30 Years
Advance Auto PartsCovington, LA (d) 507
 426
 
 
 507
 426
 933
 (38) 1998 07/22/16 7 to 30 Years
Advance Auto PartsAlton, IL (d) 346
 553
 
 
 346
 553
 899
 (42) 1997 07/22/16 7 to 30 Years
Advance Auto PartsSt. Louis, MO (d) 607
 505
 
 
 607
 505
 1,112
 (42) 1997 07/22/16 7 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Newaygo, MI (c) 633
 1,155
 
 
 633
 1,155
 1,788
 (531) 2000 05/31/06 15 to 30 Years
 Norfolk, NE (c) 2,701
 2,912
 
 
 2,701
 2,912
 5,613
 (1,467) 1984 05/31/06 15 to 30 Years
 Oconto, WI (c) 496
 1,176
 
 
 496
 1,176
 1,672
 (552) 2000 05/31/06 15 to 30 Years
 Ogden, UT (c) 2,448
 3,864
 
 
 2,448
 3,864
 6,312
 (1,567) 1988 05/31/06 15 to 30 Years
 Okeechobee, FL (a) 409
 1,298
 
 
 409
 1,298
 1,707
 (135) 2006 07/17/13 10 to 47 Years
 Omaha, NE (c) 5,477
 3,986
 (3,807) (3,126) 1,670
 860
 2,530
 
 1984 05/31/06 15 to 30 Years
 Onalaska, WI (c) 2,468
 4,392
 
 
 2,468
 4,392
 6,860
 (1,768) 1989 05/31/06 15 to 30 Years
 O'Neill, NE (a) 400
 1,752
 
 
 400
 1,752
 2,152
 (479) 1972 12/08/09 12 to 47 Years
 Osceola, IA (c) 322
 422
 
 
 322
 422
 744
 (254) 1978 05/31/06 15 to 20 Years
 Oshkosh, WI (c) 3,595
 4,384
 
 
 3,595
 4,384
 7,979
 (1,756) 1984 05/31/06 15 to 30 Years
 Peoria, IL (c) 2,407
 5,452
 
 
 2,407
 5,452
 7,859
 (657) 2006 07/17/13 2 to 40 Years
 Perry, IA (c) 651
 1,015
 
 
 651
 1,015
 1,666
 (515) 1998 05/31/06 15 to 30 Years
 Powell, WY (c) 1,264
 859
 
 
 1,264
 859
 2,123
 (567) 1985 05/31/06 15 to 25 Years
 Quincy, IL (c) 3,510
 4,916
 
 
 3,510
 4,916
 8,426
 (2,677) 1986 05/31/06 15 to 28 Years
 Racine, WI (c) 3,076
 5,305
 
 
 3,076
 5,305
 8,381
 (2,722) 1979 05/31/06 15 to 25 Years
 Rawlins, WY (c) 430
 581
 
 
 430
 581
 1,011
 (391) 1971 05/31/06 15 to 20 Years
 Rensselaer, NY (a) 705
 657
 
 
 705
 657
 1,362
 (367) 1971 07/17/13 3 to 13 Years
 Rice Lake, WI (c) 1,535
 3,407
 
 
 1,535
 3,407
 4,942
 (1,503) 1995 05/31/06 15 to 30 Years
 River Falls, WI (c) 1,787
 4,283
 
 
 1,787
 4,283
 6,070
 (1,744) 1994 05/31/06 15 to 30 Years
 Rochester, MN (c) 6,466
 4,232
 
 
 6,466
 4,232
 10,698
 (2,429) 1981 05/31/06 15 to 28 Years
 Rochester, MN (c) 6,189
 4,511
 
 
 6,189
 4,511
 10,700
 (2,524) 1981 05/31/06 15 to 20 Years
 Rockville, IN (c) 628
 939
 
 
 628
 939
 1,567
 (476) 1999 05/31/06 15 to 30 Years
 Rome, NY (a) 436
 699
 
 
 436
 699
 1,135
 (127) 1996 07/17/13 10 to 28 Years
 Rothschild, WI (c) 2,685
 4,231
 
 
 2,685
 4,231
 6,916
 (2,366) 1977 05/31/06 15 to 29 Years
 Sandersville, GA (a) 503
 751
 
 
 503
 751
 1,254
 (106) 2006 07/17/13 10 to 45 Years
 Sheboygan, WI (c) 2,973
 4,340
 
 
 2,973
 4,340
 7,313
 (1,969) 1993 05/31/06 15 to 30 Years
 Shreveport, LA (a) 374
 490
 
 
 374
 490
 864
 (124) 2001 07/17/13 10 to 31 Years
 Sioux Falls, SD (c) 4,907
 4,023
 
 
 4,907
 4,023
 8,930
 (2,260) 1987 05/31/06 15 to 28 Years
 Somerville, TN (c) 345
 537
 
 
 345
 537
 882
 (297) 2000 05/31/06 15 to 30 Years
 Spencer, IN (c) 971
 2,483
 
 
 971
 2,483
 3,454
 (572) 1987 07/17/13 4 to 22 Years
 Spokane, WA (c) 1,014
 3,005
 
 
 1,014
 3,005
 4,019
 (1,422) 1987 05/31/06 15 to 29 Years
 St. Cloud, MN (c) 3,749
 4,884
 
 
 3,749
 4,884
 8,633
 (2,673) 1985 05/31/06 15 to 20 Years
 St. Cloud, MN (c) 5,033
 6,589
 
 
 5,033
 6,589
 11,622
 (2,597) 1991 05/31/06 15 to 30 Years
 Stevens Point, WI (c) 1,383
 5,401
 
 
 1,383
 5,401
 6,784
 (2,612) 1985 05/31/06 15 to 25 Years
 Sturgis, SD (c) 402
 717
 
 
 402
 717
 1,119
 (432) 1984 05/31/06 15 to 25 Years
 Sullivan, IL (c) 557
 879
 
 
 557
 879
 1,436
 (442) 1999 05/31/06 15 to 30 Years
 Sweetwater, TX (a) 415
 1,097
 
 
 415
 1,097
 1,512
 (128) 2006 07/17/13 10 to 47 Years
 Thermopolis, WY (a) 589
 1,600
 
 
 589
 1,600
 2,189
 (402) 2007 12/08/09 12 to 47 Years
 Tuscola, IL (c) 724
 897
 
 
 724
 897
 1,621
 (491) 2000 05/31/06 15 to 30 Years
Advance Auto PartsHattiesburg, MS (d) 452
 821
 
 
 452
 821
 1,273
 (39) 1997 07/22/16 7 to 40 Years
Advance Auto PartsClinton, MS (d) 569
 693
 
 
 569
 693
 1,262
 (49) 1998 07/22/16 7 to 30 Years
Advance Auto PartsJackson, MS (d) 396
 423
 
 
 396
 423
 819
 (30) 1998 07/22/16 7 to 30 Years
Advance Auto PartsNatchez, MS (d) 509
 754
 
 
 509
 754
 1,263
 (39) 1998 07/22/16 7 to 40 Years
Advance Auto PartsNewton, MS (d) 336
 443
 
 
 336
 443
 779
 (32) 1998 07/22/16 7 to 30 Years
Advance Auto PartsWiggins, MS (d) 279
 630
 
 
 279
 630
 909
 (41) 1965 07/22/16 7 to 30 Years
Advance Auto PartsDenmark, SC (d) 439
 504
 
 
 439
 504
 943
 (40) 1996 07/22/16 7 to 30 Years
Affordable Care, Inc.Lincoln, NE (a) 711
 825
 
 
 711
 825
 1,536
 (89) 2010 08/07/15 8 to 40 Years
Affordable Care, Inc.Bellevue, NE (a) 560
 446
 
 
 560
 446
 1,006
 (60) 2008 08/07/15 5 to 40 Years
Aggregate IndustriesAnnapolis Junction, MD (a) 2,245
 1,105
 (1,535) (547) 710
 558
 1,268
 (254) 1930 09/29/06 15 to 30 Years
Airstrike Extreme Air SportsAugusta, GA (d) 1,081
 1,488
 
 
 1,081
 1,488
 2,569
 (288) 1998 09/30/15 10 to 20 Years
Alabama ClinicsDothan, AL (d) 695
 1,707
 
 20
 695
 1,727
 2,422
 (242) 2012 12/21/16 1 to 40 Years
AlbertsonsBoise, ID (d) 1,470
 2,280
 
 
 1,470
 2,280
 3,750
 (573) 1982 12/17/13 4 to 20 Years
AlbertsonsLas Cruces, NM (d) 1,132
 2,765
 
 
 1,132
 2,765
 3,897
 (499) 1983 12/17/13 5 to 30 Years
AlbertsonsMidland, TX (d) 1,498
 3,096
 
 
 1,498
 3,096
 4,594
 (764) 1983 12/17/13 5 to 20 Years
AlbertsonsLompoc, CA (d) 2,743
 8,316
 
 
 2,743
 8,316
 11,059
 (861) 1992 06/15/15 15 to 30 Years
AlbertsonsTigard, OR (d) 5,515
 4,279
 
 
 5,515
 4,279
 9,794
 (482) 1998 04/01/15 15 to 30 Years
AlbertsonsLake Oswego, OR (d) 4,257
 5,891
 
 
 4,257
 5,891
 10,148
 (470) 1965 03/18/15 15 to 40 Years
AlbertsonsWalla Walla, WA (d) 1,964
 8,420
 
 
 1,964
 8,420
 10,384
 (719) 1972 03/02/15 15 to 40 Years
AldiTupelo, MS (b) 1,131
 1,176
 (372) (435) 759
 741
 1,500
 (48) 1995 07/17/13 4 to 12 Years
Allstate Insurance CompanyYuma, AZ (c) 2,583
 5,221
 
 
 2,583
 5,221
 7,804
 (1,019) 2007 07/17/13 4 to 46 Years
AMC TheatresPhoenix, AZ (a) 2,652
 11,495
 
 
 2,652
 11,495
 14,147
 (3,228) 1997 07/01/05 12 to 40 Years
AMC TheatresYukon, OK (c) 1,082
 3,538
 
 
 1,082
 3,538
 4,620
 (669) 2007 07/17/13 8 to 33 Years
AMC TheatresCovina, CA (d) 5,566
 26,922
 
 
 5,566
 26,922
 32,488
 (7,571) 1997 06/23/04 13 to 40 Years
AMC TheatresSurprise, AZ (a) 2,918
 7,122
 
 
 2,918
 7,122
 10,040
 (567) 2008 11/10/15 13 to 40 Years
AMC TheatresSouth Bend, IN (a) 4,352
 9,411
 
 21
 4,352
 9,432
 13,784
 (1,099) 1997 01/04/16 6 to 30 Years
American LubefastWaycross, GA (a) 380
 142
 
 
 380
 142
 522
 (54) 1998 12/10/13 15 to 30 Years
American LubefastOpelika, AL (b) 503
 628
 
 
 503
 628
 1,131
 (303) 1995 09/07/07 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Twin Falls, ID (c) 2,038
 3,696
 
 
 2,038
 3,696
 5,734
 (2,053) 1986 05/31/06 15 to 20 Years
 Union Gap, WA (c) 481
 4,079
 
 
 481
 4,079
 4,560
 (2,222) 1991 05/31/06 15 to 29 Years
 Washington, IA (c) 719
 865
 (181) (479) 538
 386
 924
 
 1973 05/31/06 15 to 20 Years
 Washington, IL (c) 1,195
 1,441
 (391) (517) 804
 924
 1,728
 
 1989 07/17/13 2 to 10 Years
 Watertown, SD (c) 3,064
 3,519
 
 
 3,064
 3,519
 6,583
 (1,448) 1985 05/31/06 15 to 30 Years
 Watertown, WI (c) 3,124
 4,436
 
 
 3,124
 4,436
 7,560
 (2,400) 1972 05/31/06 15 to 25 Years
 Waukon, IA (c) 604
 971
 
 
 604
 971
 1,575
 (477) 1998 05/31/06 15 to 30 Years
 Whiteville, NC (c) 1,119
 1,676
 
 
 1,119
 1,676
 2,795
 (559) 1988 07/17/13 7 to 30 Years
 Wichita, KS (a) 236
 741
 
 
 236
 741
 977
 (81) 1990 07/17/13 10 to 42 Years
 Wilton, NY (a) 1,348
 2,165
 
 
 1,348
 2,165
 3,513
 (530) 2000 07/17/13 8 to 27 Years
 Wisconsin Rapids, WI (c) 3,689
 4,806
 
 
 3,689
 4,806
 8,495
 (2,581) 1969 05/31/06 15 to 28 Years
 Woodsfield, OH (c) 691
 1,009
 
 
 691
 1,009
 1,700
 (519) 2000 05/31/06 15 to 30 Years
 Worthington, MN (c) 2,861
 3,767
 
 
 2,861
 3,767
 6,628
 (1,562) 1984 05/31/06 15 to 30 Years
American LubefastMontgomery, AL (b) 398
 626
 
 
 398
 626
 1,024
 (287) 1997 09/07/07 15 to 30 Years
American LubefastMarianna, FL (b) 283
 452
 
 
 283
 452
 735
 (186) 1994 09/07/07 15 to 40 Years
American LubefastMontgomery, AL (b) 241
 628
 
 
 241
 628
 869
 (263) 1997 09/07/07 15 to 30 Years
American LubefastAuburn, AL (b) 676
 647
 
 
 676
 647
 1,323
 (324) 1995 09/07/07 15 to 30 Years
American LubefastMontgomery, AL (b) 422
 857
 
 
 422
 857
 1,279
 (361) 1992 09/07/07 15 to 30 Years
American LubefastAlbany, GA (b) 242
 572
 
 
 242
 572
 814
 (188) 1982 09/07/07 15 to 40 Years
American LubefastDothan, AL (b) 162
 659
 
 
 162
 659
 821
 (268) 1996 09/07/07 15 to 30 Years
American LubefastMontgomery, AL (b) 303
 636
 
 
 303
 636
 939
 (274) 1996 09/07/07 15 to 30 Years
American LubefastCrestview, FL (b) 544
 743
 
 
 544
 743
 1,287
 (308) 1975 09/07/07 15 to 30 Years
American LubefastMontgomery, AL (b) 275
 528
 
 
 275
 528
 803
 (245) 1988 09/07/07 15 to 30 Years
American LubefastMoultrie, GA (b) 179
 271
 
 
 179
 271
 450
 (186) 1983 09/07/07 15 to 20 Years
American LubefastGulf Breeze, FL (b) 296
 457
 
 
 296
 457
 753
 (193) 1993 09/07/07 15 to 30 Years
American LubefastAlbany, GA (b) 281
 575
 
 
 281
 575
 856
 (272) 1997 09/07/07 15 to 30 Years
American LubefastPensacola, FL (b) 238
 564
 
 
 238
 564
 802
 (239) 1994 09/07/07 15 to 30 Years
American LubefastPensacola, FL (b) 104
 333
 
 
 104
 333
 437
 (151) 1968 09/07/07 15 to 30 Years
American LubefastNiceville, FL (b) 458
 454
 
 
 458
 454
 912
 (167) 1996 09/07/07 15 to 40 Years
American LubefastMilton, FL (b) 137
 577
 
 
 137
 577
 714
 (237) 1986 09/07/07 15 to 30 Years
American LubefastPensacola, FL (b) 148
 459
 
 
 148
 459
 607
 (190) 1972 09/07/07 15 to 30 Years
American LubefastPensacola, FL (b) 195
 569
 
 
 195
 569
 764
 (246) 1983 09/07/07 15 to 30 Years
American LubefastPensacola, FL (b) 150
 575
 
 
 150
 575
 725
 (245) 1986 09/07/07 15 to 30 Years
American LubefastSpanish Fort, AL (b) 563
 607
 
 
 563
 607
 1,170
 (337) 1993 09/07/07 15 to 30 Years
American LubefastMobile, AL (b) 89
 501
 
 
 89
 501
 590
 (201) 1982 11/30/07 15 to 30 Years
American LubefastValdosta, GA (b) 376
 576
 
 
 376
 576
 952
 (262) 1996 11/30/07 15 to 30 Years
American LubefastOcean Springs, MS (b) 145
 186
 
 
 145
 186
 331
 (40) 1988 07/17/13 15 to 30 Years
American LubefastPanama City, FL (b) 378
 252
 
 
 378
 252
 630
 (69) 1997 07/17/13 15 to 30 Years
American LubefastMobile, AL (b) 157
 508
 
 
 157
 508
 665
 (213) 1982 09/07/07 15 to 30 Years
American LubefastWetumpka, AL (a) 185
 332
 
 
 185
 332
 517
 (48) 1995 06/24/14 12 to 30 Years
America's Auto AuctionJacksonville, FL (a) 3,170
 938
 
 
 3,170
 938
 4,108
 (649) 1989 12/28/05 15 to 30 Years
America's Auto AuctionTulsa, OK (a) 1,225
 373
 
 
 1,225
 373
 1,598
 (745) 1999 12/28/05 15 to 20 Years
America's Auto AuctionGreenville, SC (a) 2,561
 1,526
 
 
 2,561
 1,526
 4,087
 (1,443) 1999 12/28/05 15 to 30 Years

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Restaurants - Casual Dining                      
 Addison, TX (a) 1,615
 2,476
 
 
 1,615
 2,476
 4,091
 (986) 1998 07/01/05 15 to 30 Years
 Adrian, MI (c) 652
 1,233
 
 
 652
 1,233
 1,885
 (111) 1991 12/23/14 15 to 30 Years
 Albany, GA (a) 1,073
 1,719
 (505) (838) 568
 881
 1,449
 
 2003 07/17/13 12 to 33 Years
 Albany, GA (c) 744
 1,340
 
 
 744
 1,340
 2,084
 (121) 1971 12/23/14 15 to 30 Years
 Albany, OR (c) 913
 1,951
 
 
 913
 1,951
 2,864
 (248) 2005 07/17/13 12 to 35 Years
 Albuquerque, NM (a) 120
 1,336
 
 
 120
 1,336
 1,456
 (419) 1999 07/01/05 30 to 30 Years
 Albuquerque, NM (a) 1,036
 1,655
 
 
 1,036
 1,655
 2,691
 (734) 1994 07/01/05 15 to 30 Years
 Albuquerque, NM (a) 1,473
 2,947
 
 
 1,473
 2,947
 4,420
 (570) 2011 07/17/13 10 to 33 Years
 Alcoa, TN (a) 228
 219
 
 
 228
 219
 447
 (113) 1982 11/02/07 15 to 30 Years
 Alcoa, TN (a) 483
 318
 
 
 483
 318
 801
 (169) 1978 11/02/07 15 to 30 Years
 Alexandria, VA (a) 1,024
 202
 
 12
 1,024
 214
 1,238
 (147) 1979 12/19/06 11 to 20 Years
 Alvin, TX (a) 256
 585
 
 
 256
 585
 841
 (590) 1997 12/30/04 10 to 15 Years
 Apple Valley, MN (a) 1,119
 1,055
 
 
 1,119
 1,055
 2,174
 (469) 1999 09/24/04 15 to 30 Years
 Appleton, WI (a) 727
 1,329
 
 9
 727
 1,338
 2,065
 (617) 1993 12/29/06 7 to 30 Years
 Ardmore, OK (a) 1,332
 1,466
 (704) (677) 628
 789
 1,417
 (700) 1986 02/26/07 14 to 30 Years
 Arkansas city, KS (a) 239
 975
 
 
 239
 975
 1,214
 (111) 1987 06/04/14 15 to 30 Years
 Arlington, TX (a) 2,064
 2,043
 
 
 2,064
 2,043
 4,107
 (803) 1995 07/01/05 15 to 30 Years
 Arlington, TX (a) 1,301
 1,032
 
 
 1,301
 1,032
 2,333
 (716) 1978 02/26/07 14 to 20 Years
 Ashland, OH (a) 294
 642
 
 
 294
 642
 936
 (147) 1971 03/18/13 13 to 20 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Ashtabula, OH (a) 865
 244
 
 
 865
 244
 1,109
 (160) 1975 02/06/07 15 to 30 Years
 Athens, TN (a) 197
 341
 
 176
 197
 517
 714
 (231) 1977 11/02/07 15 to 30 Years
 Augusta, GA (c) 1,494
 2,019
 
 
 1,494
 2,019
 3,513
 (233) 2005 07/17/13 13 to 40 Years
 Aurora, CO (c) 1,017
 1,743
 
 
 1,017
 1,743
 2,760
 (212) 1998 07/17/13 13 to 35 Years
 Aurora, CO (c) 1,521
 1,498
 
 
 1,521
 1,498
 3,019
 (225) 1992 07/17/13 9 to 32 Years
 Aurora, CO (c) 1,151
 1,742
 
 
 1,151
 1,742
 2,893
 (127) 1974 12/23/14 15 to 40 Years
 Austintown, OH (a) 1,106
 450
 
 
 1,106
 450
 1,556
 (230) 1991 02/06/07 15 to 30 Years
 Avon, IN (a) 899
 615
 
 
 899
 615
 1,514
 (81) 2014 10/31/14 14 to 30 Years
 Battle Creek, MI (a) 423
 560
 
 
 423
 560
 983
 (85) 1997 12/24/13 15 to 30 Years
 Beachwood, OH (c) 1,080
 1,773
 
 
 1,080
 1,773
 2,853
 (132) 1977 12/23/14 15 to 40 Years
 Beaumont, TX (a) 1,435
 1,541
 
 
 1,435
 1,541
 2,976
 (685) 1997 06/29/07 15 to 40 Years
 Bellflower, CA (a) 1,284
 1,636
 
 
 1,284
 1,636
 2,920
 (139) 1970 12/19/14 15 to 30 Years
 Bellflower, CA (a) 1,273
 1,501
 
 
 1,273
 1,501
 2,774
 (92) 1981 12/19/14 15 to 50 Years
 Benson, AZ (c) 313
 336
 
 
 313
 336
 649
 (44) 1996 03/20/15 15 to 20 Years
 Berkley, MI (a) 390
 540
 
 
 390
 540
 930
 (58) 1927 10/31/14 14 to 30 Years
 Bessemer, AL (a) 622
 983
 
 64
 622
 1,047
 1,669
 (178) 2002 03/29/13 8 to 29 Years
 Birch Run, MI (c) 1,852
 1,290
 
 
 1,852
 1,290
 3,142
 (199) 2014 12/24/14 14 to 30 Years
 Birmingham, AL (a) 321
 739
 
 50
 321
 789
 1,110
 (133) 1977 03/29/13 8 to 29 Years
 Birmingham, AL (a) 512
 983
 
 65
 512
 1,048
 1,560
 (179) 2002 03/29/13 8 to 29 Years
 Blakely, GA (a) 288
 744
 
 
 288
 744
 1,032
 (470) 1987 06/25/04 15 to 20 Years
 Bloomington, IL (a) 393
 629
 
 
 393
 629
 1,022
 (85) 1986 12/24/13 15 to 30 Years
 Bloomington, IL (c) 662
 1,029
 
 
 662
 1,029
 1,691
 (94) 1975 12/23/14 15 to 30 Years
 Boise, ID (a) 809
 601
 (400) (259) 409
 342
 751
 (225) 1998 06/25/04 15 to 30 Years
 Bowie, MD (a) 333
 173
 
 200
 333
 373
 706
 (220) 1983 11/27/06 15 to 20 Years
 Bowie, MD (a) 1,501
 615
 
 
 1,501
 615
 2,116
 (301) 2004 12/31/07 15 to 40 Years
 Bowling Green, KY (a) 934
 3,135
 (579) (1,941) 355
 1,194
 1,549
 (26) 1997 07/17/13 10 to 34 Years
 Boyne City, MI (c) 69
 938
 
 
 69
 938
 1,007
 (37) 1997 11/09/15 15 to 30 Years
 Bradford, PA (a) 368
 255
 
 
 368
 255
 623
 (151) 1977 02/06/07 15 to 30 Years
 Bradley, IL (c) 1,610
 1,783
 
 
 1,610
 1,783
 3,393
 (179) 1991 12/23/14 15 to 30 Years
 Brandon, FL (c) 1,358
 614
 
 
 1,358
 614
 1,972
 (118) 2004 11/05/14 14 to 20 Years
 Branson, MO (a) 1,497
 1,684
 
 
 1,497
 1,684
 3,181
 (802) 1994 09/23/05 15 to 30 Years
 Bridgeton, MO (a) 314
 1,160
 
 
 314
 1,160
 1,474
 (134) 1994 12/24/13 15 to 30 Years
 Broken Arrow, OK (a) 1,081
 226
 
 
 1,081
 226
 1,307
 (27) 2006 12/24/13 15 to 40 Years
 Broken Arrow, OK (a) 1,636
 1,620
 
 
 1,636
 1,620
 3,256
 (197) 2006 07/21/14 14 to 30 Years
 Brooklyn, OH (c) 1,226
 672
 
 
 1,226
 672
 1,898
 (313) 2001 02/06/07 10 to 25 Years
 Bryan, TX (a) 739
 700
 
 
 739
 700
 1,439
 (439) 1988 12/30/04 15 to 20 Years
 Burlington, IA (a) 304
 588
 
 
 304
 588
 892
 (284) 1996 09/23/05 15 to 30 Years
 Burlington, IA (a) 318
 484
 
 
 318
 484
 802
 (240) 2006 12/04/06 15 to 30 Years
America's Auto AuctionIrving, TX (a) 7,348
 970
 
 
 7,348
 970
 8,318
 (2,513) 1960 09/01/09 12 to 27 Years
America's Auto AuctionConroe, TX (a) 4,338
 448
 955
 145
 5,293
 593
 5,886
 (1,849) 2005 09/01/09 12 to 47 Years
America's Auto AuctionIrving, TX (a) 931
 268
 
 
 931
 268
 1,199
 (190) 1965 09/01/09 12 to 17 Years
America's Service StationDacula, GA (a) 1,067
 976
 
 
 1,067
 976
 2,043
 (130) 2000 03/28/14 15 to 40 Years
America's Service StationFarragut, TN (a) 986
 1,148
 
 
 986
 1,148
 2,134
 (166) 2011 03/28/14 15 to 40 Years
Andy's Frozen CustardKansas City, MO (d) 772
 18
 
 916
��772
 934
 1,706
 (47) 1995 09/19/14 40 to 40 Years
Andy's Frozen CustardRogers, AR (d) 334
 884
 
 
 334
 884
 1,218
 (112) 2005 09/30/14 15 to 30 Years
Andy's Frozen CustardNaperville, IL (d) 976
 
 27
 721
 1,003
 721
 1,724
 (6) 2016 06/30/16 40 to 40 Years
Andy's Frozen CustardOrland Park, IL (d) 999
 
 
 
 999
 
 999
 
 (f) 09/12/16 (f)
AnixterMattoon, IL (a) 233
 263
 
 
 233
 263
 496
 (224) 1984 05/01/05 15 to 20 Years
AnixterFort Myers, FL (a) 641
 1,069
 
 
 641
 1,069
 1,710
 (603) 1999 07/01/05 14 to 30 Years
Applebee'sChicago, IL (a) 1,675
 1,112
 
 
 1,675
 1,112
 2,787
 (520) 1999 12/29/06 15 to 30 Years
Applebee'sDeKalb, IL (a) 1,423
 1,552
 
 
 1,423
 1,552
 2,975
 (783) 1996 12/29/06 15 to 30 Years
Applebee'sJoliet, IL (a) 1,994
 1,207
 
 
 1,994
 1,207
 3,201
 (694) 1996 12/29/06 15 to 30 Years
Applebee'sSanta Fe, NM (d) 2,120
 2,033
 
 
 2,120
 2,033
 4,153
 (305) 1997 07/17/13 13 to 40 Years
Applebee'sAugusta, GA (d) 1,494
 2,019
 
 
 1,494
 2,019
 3,513
 (301) 2005 07/17/13 13 to 40 Years
Applebee'sColumbus, GA (d) 1,199
 1,911
 
 
 1,199
 1,911
 3,110
 (295) 2005 07/17/13 13 to 40 Years
Applebee'sAlbany, OR (d) 913
 1,951
 
 
 913
 1,951
 2,864
 (320) 2005 07/17/13 12 to 35 Years
Applebee'sMacon, GA (d) 838
 1,723
 
 
 838
 1,723
 2,561
 (259) 1995 07/17/13 13 to 40 Years
Applebee'sWalla Walla, WA (d) 665
 2,072
 
 
 665
 2,072
 2,737
 (359) 2005 07/17/13 11 to 35 Years
Applebee'sAurora, CO (d) 1,017
 1,743
 
 
 1,017
 1,743
 2,760
 (274) 1998 07/17/13 13 to 35 Years
Applebee'sColorado Springs, CO (d) 937
 1,120
 
 
 937
 1,120
 2,057
 (278) 1998 07/17/13 8 to 25 Years
Applebee'sColumbus, GA (d) 2,102
 1,717
 
 
 2,102
 1,717
 3,819
 (242) 1993 07/17/13 13 to 40 Years
Applebee'sGallup, NM (d) 937
 2,277
 
 
 937
 2,277
 3,214
 (347) 2004 07/17/13 13 to 40 Years
Applebee'sWarner Robins, GA (d) 1,228
 1,714
 
 
 1,228
 1,714
 2,942
 (273) 1994 07/17/13 11 to 40 Years
Applebee'sSavannah, GA (d) 1,112
 1,727
 
 
 1,112
 1,727
 2,839
 (267) 1993 07/17/13 13 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Burr Ridge, IL (a) 759
 977
 16
 1,584
 775
 2,561
 3,336
 (1,027) 1997 06/25/04 15 to 30 Years
 Calera, AL (a) 560
 912
 
 84
 560
 996
 1,556
 (183) 2008 03/29/13 8 to 29 Years
 Canfield, OH (a) 449
 644
 92
 
 541
 644
 1,185
 (290) 1973 02/06/07 15 to 30 Years
 Canton, MI (a) 2,071
 1,224
 
 
 2,071
 1,224
 3,295
 (675) 1996 06/25/04 15 to 30 Years
 Canton, MI (c) 914
 890
 
 
 914
 890
 1,804
 (65) 2014 06/17/15 15 to 40 Years
 Canton, OH (a) 1,325
 781
 
 
 1,325
 781
 2,106
 (342) 1989 02/06/07 15 to 30 Years
 Carrollton, GA (a) 985
 725
 
 
 985
 725
 1,710
 (130) 1995 07/17/13 11 to 33 Years
 Casper, WY (a) 54
 762
 
 
 54
 762
 816
 (274) 1969 12/29/06 15 to 30 Years
 Chanhassen, MN (a) 1,439
 784
 
 
 1,439
 784
 2,223
 (138) 1953 05/22/14 15 to 30 Years
 Charleston, IL (a) 272
 220
 
 
 272
 220
 492
 (233) 1986 09/23/05 10 to 15 Years
 Chatsworth, GA (a) 213
 558
 
 
 213
 558
 771
 (232) 1979 11/02/07 15 to 30 Years
 Chattanooga, TN (a) 352
 246
 
 
 352
 246
 598
 (179) 1984 11/02/07 15 to 30 Years
 Cheyenne, WY (a) 277
 2,041
 
 
 277
 2,041
 2,318
 (1,015) 1928 12/29/06 15 to 20 Years
 Chicago, IL (a) 1,675
 1,112
 
 
 1,675
 1,112
 2,787
 (470) 1999 12/29/06 15 to 30 Years
 Cincinnati, OH (a) 1,614
 4,134
 
 
 1,614
 4,134
 5,748
 (378) 2013 01/15/14 9 to 40 Years
 Claremont, CA (a) 2,764
 2,919
 
 
 2,764
 2,919
 5,683
 (240) 2011 12/19/14 15 to 40 Years
 Clarion, PA (a) 426
 653
 
 
 426
 653
 1,079
 (304) 1976 02/06/07 15 to 30 Years
 Clearwater, FL (a) 2,226
 858
 
 
 2,226
 858
 3,084
 (376) 2004 12/31/07 15 to 40 Years
 Cleveland, OH (a) 875
 138
 
 
 875
 138
 1,013
 (26) 1995 12/24/13 15 to 30 Years
 Clinton Township, MI (c) 1,377
 911
 
 
 1,377
 911
 2,288
 (108) 2003 11/05/14 14 to 30 Years
 Clinton, MD (a) 300
 193
 
 200
 300
 393
 693
 (179) 1980 11/27/06 13 to 20 Years
 Clinton, TN (a) 417
 293
 
 
 417
 293
 710
 (171) 1994 11/02/07 15 to 30 Years
 Clovis, NM (c) 861
 2,172
 
 
 861
 2,172
 3,033
 (268) 2005 07/17/13 13 to 40 Years
 Colby, KS (a) 269
 567
 
 
 269
 567
 836
 (73) 1987 06/04/14 15 to 30 Years
 Colonial Heights, VA (a) 1,948
 500
 37
 1,463
 1,985
 1,963
 3,948
 (129) 1989 10/25/13 15 to 40 Years
 Colonie, NY (a) 1,322
 991
 (350) (261) 972
 730
 1,702
 (403) 1994 12/31/07 15 to 40 Years
 Colorado Springs, CO (a) 674
 519
 
 
 674
 519
 1,193
 (117) 1989 11/19/12 5 to 30 Years
 Colorado Springs, CO (c) 937
 1,120
 
 
 937
 1,120
 2,057
 (215) 1998 07/17/13 8 to 25 Years
 Columbus, GA (c) 1,199
 1,911
 
 
 1,199
 1,911
 3,110
 (228) 2005 07/17/13 13 to 40 Years
 Columbus, GA (c) 2,102
 1,717
 
 
 2,102
 1,717
 3,819
 (187) 1993 07/17/13 13 to 40 Years
 Columbus, GA (c) 876
 1,243
 
 
 876
 1,243
 2,119
 (115) 2003 12/23/14 15 to 30 Years
 Conroe, TX (a) 942
 3,274
 (575) (2,006) 367
 1,268
 1,635
 (29) 1993 07/17/13 11 to 32 Years
 Corry, PA (a) 411
 279
 
 
 411
 279
 690
 (183) 1977 02/06/07 15 to 30 Years
 Council Bluffs, IA (c) 1,070
 703
 
 
 1,070
 703
 1,773
 (77) 1995 12/23/14 15 to 30 Years
 Creston, IA (a) 103
 180
 
 
 103
 180
 283
 (200) 1974 12/15/05 10 to 15 Years
 Crossville, TN (a) 220
 288
 
 176
 220
 464
 684
 (215) 1978 11/02/07 15 to 30 Years
Applebee'sUnion Gap, WA (d) 522
 2,218
 
 
 522
 2,218
 2,740
 (284) 2004 07/17/13 13 to 40 Years
Applebee'sLoveland, CO (d) 602
 1,913
 
 
 602
 1,913
 2,515
 (255) 1997 07/17/13 12 to 40 Years
Applebee'sLittleton, CO (d) 696
 1,943
 
 
 696
 1,943
 2,639
 (282) 1990 07/17/13 11 to 40 Years
Applebee'sLongview, WA (d) 870
 2,855
 
 
 870
 2,855
 3,725
 (394) 2004 07/17/13 13 to 40 Years
Applebee'sGrand Junction, CO (d) 1,363
 1,990
 
 
 1,363
 1,990
 3,353
 (312) 1995 07/17/13 10 to 40 Years
Applebee'sGarden City, GA (d) 1,184
 1,465
 
 
 1,184
 1,465
 2,649
 (238) 1998 07/17/13 9 to 40 Years
Applebee'sFountain, CO (d) 861
 2,226
 
 
 861
 2,226
 3,087
 (321) 2005 07/17/13 12 to 38 Years
Applebee'sAurora, CO (d) 1,521
 1,498
 
 
 1,521
 1,498
 3,019
 (290) 1992 07/17/13 9 to 32 Years
Applebee'sMacon, GA (d) 874
 1,712
 
 
 874
 1,712
 2,586
 (269) 1995 07/17/13 11 to 40 Years
Applebee'sClovis, NM (d) 861
 2,172
 
 
 861
 2,172
 3,033
 (347) 2005 07/17/13 13 to 40 Years
Arby'sMadisonville, KY (a) 1,198
 819
 (95) 
 1,103
 819
 1,922
 (414) 1990 09/24/04 15 to 30 Years
Arby'sBrunswick, GA (a) 774
 614
 
 
 774
 614
 1,388
 (410) 1999 09/24/04 15 to 20 Years
Arby'sTooele, UT (a) 552
 624
 
 
 552
 624
 1,176
 (476) 1988 09/24/04 15 to 20 Years
Arby'sJacksonville, FL (a) 480
 631
 
 
 480
 631
 1,111
 (325) 1998 09/24/04 15 to 30 Years
Arby'sMcDonough, GA (a) 938
 697
 
 
 938
 697
 1,635
 (393) 1985 09/24/04 15 to 30 Years
Arby'sCumming, GA (a) 967
 844
 
 
 967
 844
 1,811
 (452) 1986 09/24/04 15 to 30 Years
Arby'sIndianapolis, IN (a) 460
 587
 
 
 460
 587
 1,047
 (278) 1998 09/24/04 15 to 30 Years
Arby'sJacksonville, FL (a) 872
 509
 
 
 872
 509
 1,381
 (366) 1984 09/24/04 15 to 20 Years
Arby'sStatesboro, GA (a) 779
 777
 
 
 779
 777
 1,556
 (453) 1985 09/24/04 15 to 20 Years
Arby'sMoncks Corner, SC (a) 573
 466
 
 
 573
 466
 1,039
 (368) 1998 09/24/04 15 to 20 Years
Arby'sJacksonville, FL (a) 487
 871
 
 
 487
 871
 1,358
 (509) 1985 12/30/04 15 to 20 Years
Arby'sOrlando, FL (a) 642
 178
 
 
 642
 178
 820
 (254) 1967 12/30/04 10 to 15 Years
Arby'sWinter Springs, FL (a) 523
 446
 
 
 523
 446
 969
 (345) 1988 12/30/04 15 to 20 Years
Arby'sLexington, KY (a) 636
 362
 
 
 636
 362
 998
 (422) 1978 12/30/04 10 to 15 Years
Arby'sEustis, FL (a) 451
 377
 
 
 451
 377
 828
 (440) 1969 12/30/04 10 to 15 Years
Arby'sLexington, KY (a) 713
 451
 
 
 713
 451
 1,164
 (529) 1976 01/26/05 10 to 15 Years
Arby'sCrawfordsville, IN (a) 557
 624
 
 
 557
 624
 1,181
 (324) 1998 09/23/05 15 to 30 Years
Arby'sMooresville, IN (a) 560
 549
 
 
 560
 549
 1,109
 (411) 1998 09/23/05 15 to 20 Years
Arby'sMartinsburg, WV (a) 887
 992
 
 
 887
 992
 1,879
 (489) 1999 12/29/05 15 to 30 Years
Arby'sMount Pleasant, MI (a) 485
 642
 
 
 485
 642
 1,127
 (309) 1997 12/29/05 15 to 30 Years
Arby'sSterling Heights, MI (a) 866
 960
 
 
 866
 960
 1,826
 (449) 2000 12/29/05 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Culpeper, VA (a) 367
 169
 
 
 367
 169
 536
 (115) 1977 12/19/06 15 to 20 Years
 Dallas, TX (a) 1,053
 412
 
 
 1,053
 412
 1,465
 (255) 1976 07/01/05 15 to 20 Years
 Dallas, TX (a) 1,366
 1,699
 227
 
 1,593
 1,699
 3,292
 (642) 1997 07/01/05 15 to 30 Years
 Dallas, TX (a) 2,965
 9,066
 
 
 2,965
 9,066
 12,031
 (1,001) 1998 07/17/13 11 to 35 Years
 Danville, VA (a) 957
 2,813
 
 
 957
 2,813
 3,770
 (300) 2009 08/21/13 15 to 40 Years
 Dawsonville, GA (a) 925
 828
 (187) (216) 738
 612
 1,350
 
 2005 07/17/13 7 to 27 Years
 Dayton, OH (a) 1,026
 907
 
 
 1,026
 907
 1,933
 (430) 2002 12/31/07 15 to 40 Years
 Dayton, TN (a) 308
 291
 
 176
 308
 467
 775
 (214) 1979 11/02/07 15 to 30 Years
 De Witt, IA (a) 248
 333
 
 
 248
 333
 581
 (238) 1984 09/23/05 15 to 20 Years
 Decatur, AL (a) 1,157
 1,725
 
 
 1,157
 1,725
 2,882
 (302) 2004 07/17/13 10 to 30 Years
 Decorah, IA (a) 207
 91
 
 
 207
 91
 298
 (112) 1985 09/23/05 10 to 15 Years
 DeKalb, IL (a) 1,423
 1,552
 
 
 1,423
 1,552
 2,975
 (708) 1996 12/29/06 15 to 30 Years
 Dickinson, ND (a) 616
 1,301
 
 
 616
 1,301
 1,917
 (419) 2003 12/29/06 15 to 40 Years
 Dodge City, KS (a) 249
 587
 
 
 249
 587
 836
 (63) 1985 06/04/14 15 to 30 Years
 Downey, CA (a) 2,329
 2,526
 
 
 2,329
 2,526
 4,855
 (186) 1993 12/19/14 15 to 40 Years
 Dubuque, IA (a) 479
 298
 
 
 479
 298
 777
 (367) 1970 09/23/05 10 to 15 Years
 Duluth, GA (c) 1,913
 4,576
 
 
 1,913
 4,576
 6,489
 
 1984 12/22/16 13 to 40 Years
 Duluth, MN (a) 74
 423
 
 
 74
 423
 497
 (134) 1915 05/24/05 15 to 30 Years
 Durham, NC (c) 1,477
 1,661
 
 
 1,477
 1,661
 3,138
 (157) 1978 12/23/14 15 to 30 Years
 Dyersville, IA (a) 267
 513
 
 
 267
 513
 780
 (356) 1983 09/23/05 14 to 20 Years
 Eagen, MN (a) 724
 1,230
 
 
 724
 1,230
 1,954
 (135) 1996 05/22/14 15 to 30 Years
 Edinboro, PA (a) 384
 350
 
 
 384
 350
 734
 (202) 1973 02/06/07 15 to 30 Years
 Effingham, IL (a) 357
 228
 
 
 357
 228
 585
 (279) 1973 09/23/05 10 to 15 Years
 El Paso, TX (c) 1,725
 1,470
 
 
 1,725
 1,470
 3,195
 (120) 2014 04/15/15 15 to 30 Years
 Elizabethton, TN (a) 727
 482
 
 
 727
 482
 1,209
 (71) 2006 12/24/13 15 to 40 Years
 Elk Rapids, MI (c) 227
 947
 
 
 227
 947
 1,174
 (41) 1998 11/09/15 15 to 30 Years
 Emmitsburg, MD (a) 141
 182
 
 
 141
 182
 323
 (104) 1981 11/27/06 15 to 20 Years
 Emporia, KS (a) 657
 219
 
 
 657
 219
 876
 (31) 1997 06/04/14 15 to 30 Years
 Ephrata, PA (a) 685
 231
 
 
 685
 231
 916
 (190) 1978 01/30/06 15 to 20 Years
 Erie, PA (a) 575
 740
 
 
 575
 740
 1,315
 (316) 1974 02/06/07 15 to 30 Years
 Erie, PA (a) 463
 565
 
 
 463
 565
 1,028
 (259) 1973 02/06/07 15 to 30 Years
 Erie, PA (a) 855
 147
 
 
 855
 147
 1,002
 (138) 1973 02/06/07 15 to 30 Years
 Evansville, IN (a) 270
 231
 
 
 270
 231
 501
 (73) 2000 06/25/04 30 to 30 Years
 Fairborn, OH (a) 923
 468
 
 
 923
 468
 1,391
 (269) 1998 06/25/04 15 to 30 Years
 Fairview Heights, IL (a) 1,020
 826
 
 
 1,020
 826
 1,846
 (470) 1972 12/31/07 15 to 30 Years
 Findlay, OH (c) 958
 1,029
 
 
 958
 1,029
 1,987
 (103) 1991 12/23/14 15 to 30 Years
 Florence, AL (a) 794
 1,742
 
 
 794
 1,742
 2,536
 (292) 1995 07/17/13 8 to 27 Years
 Fort Smith, AR (a) 1,503
 1,323
 
 
 1,503
 1,323
 2,826
 (874) 1993 09/23/05 15 to 20 Years
 Fort Wayne, IN (a) 989
 2,057
 
 
 989
 2,057
 3,046
 (741) 2001 11/10/05 15 to 30 Years
Arby'sRock Hill, SC (a) 373
 722
 
 
 373
 722
 1,095
 (458) 1978 12/29/05 15 to 20 Years
Arby'sNorth Canton, OH (a) 484
 497
 (14) 
 470
 497
 967
 (339) 1989 12/29/06 15 to 20 Years
Arby'sSun City, AZ (a) 771
 372
 
 250
 771
 622
 1,393
 (284) 1986 12/29/06 10 to 20 Years
Arby'sNew Castle, PA (b) 573
 1,042
 
 
 573
 1,042
 1,615
 (286) 1999 07/17/13 7 to 25 Years
Arby'sNappanee, IN (a) 301
 413
 
 
 301
 413
 714
 (310) 2005 12/21/07 15 to 20 Years
Arby'sChamplin, MN (d) 710
 408
 
 
 710
 408
 1,118
 (96) 2004 03/20/15 8 to 20 Years
Arby'sTyler, TX (d) 355
 663
 
 
 355
 663
 1,018
 (57) 1980 12/29/15 15 to 30 Years
Arby'sOdessa, TX (d) 499
 941
 
 
 499
 941
 1,440
 (77) 1982 12/29/15 15 to 30 Years
Arby'sMidland, TX (d) 768
 893
 
 
 768
 893
 1,661
 (75) 1982 12/29/15 15 to 30 Years
Arby'sAmarillo, TX (a) 538
 615
 
 
 538
 615
 1,153
 (65) 1985 12/29/15 15 to 30 Years
Area 51 Extreme Air SportsBaton Rouge, LA (d) 1,076
 2,289
 
 
 1,076
 2,289
 3,365
 (186) 2015 11/13/15 10 to 40 Years
Ashley FurnitureAbilene, TX (a) 1,316
 2,649
 
 
 1,316
 2,649
 3,965
 (1,019) 2000 05/19/05 15 to 40 Years
Ashley FurnitureEl Paso, TX (a) 1,536
 3,852
 
 
 1,536
 3,852
 5,388
 (1,717) 1973 07/01/05 14 to 30 Years
Ashley FurnitureAmarillo, TX (d) 1,481
 4,999
 
 
 1,481
 4,999
 6,480
 (947) 2001 07/17/13 9 to 36 Years
Ashley FurnitureAnderson, SC (c) 870
 1,909
 
 
 870
 1,909
 2,779
 (355) 2006 07/17/13 8 to 40 Years
Ashley FurnitureMount Juliet, TN (d) 2,049
 4,604
 
 
 2,049
 4,604
 6,653
 (663) 2008 07/17/13 10 to 45 Years
At HomeBroomfield, CO (d) 4,538
 4,675
 
 
 4,538
 4,675
 9,213
 (479) 1995 08/01/16 9 to 20 Years
At HomeCorpus Christi, TX (d) 3,734
 4,949
 
 
 3,734
 4,949
 8,683
 (562) 1986 08/01/16 8 to 20 Years
At HomeJenison, MI (d) 2,303
 5,743
 
 88
 2,303
 5,831
 8,134
 (404) 1989 08/01/16 8 to 30 Years
At HomeBuford, GA (d) 1,940
 4,704
 
 
 1,940
 4,704
 6,644
 (314) 1984 08/01/16 8 to 30 Years
At HomeLubbock, TX (a) 4,585
 4,550
 
 35
 4,585
 4,585
 9,170
 (423) 1985 11/15/16 6 to 20 Years
At HomeLouisville, KY (d) 4,726
 5,210
 
 13
 4,726
 5,223
 9,949
 (361) 1984 12/20/16 9 to 20 Years
At HomeMesa, AZ (d) 4,067
 4,321
 
 13
 4,067
 4,334
 8,401
 (340) 2002 12/20/16 10 to 20 Years
AT&TSanta Clara, CA (d) 2,873
 8,252
 
 
 2,873
 8,252
 11,125
 (1,153) 2002 07/17/13 5 to 48 Years
ATC FitnessSouthaven, MS (d) 1,187
 1,817
 
 
 1,187
 1,817
 3,004
 (243) 2014 09/17/14 15 to 40 Years
Austin's Park N Pizza ExperiencePflugerville, TX (a) 6,182
 1,349
 
 
 6,182
 1,349
 7,531
 (366) 2003 08/29/14 15 to 30 Years
AutoStartKansas City, MO (d) 1,310
 1,824
 
 6
 1,310
 1,830
 3,140
 (250) 2001 12/18/15 15 to 20 Years
AutoStartKansas City, MO (d) 620
 1,280
 
 
 620
 1,280
 1,900
 (184) 1978 12/31/15 15 to 20 Years
AutoStartOverland Park, KS (d) 1,390
 320
 
 
 1,390
 320
 1,710
 (66) 1967 03/11/16 7 to 20 Years
Avalon FlooringRio Grande, NJ (d) 753
 3,299
 
 
 753
 3,299
 4,052
 (307) 2006 03/31/15 11 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Fountain Hills, AZ (a) 825
 561
 
 
 825
 561
 1,386
 (326) 1995 09/24/04 15 to 30 Years
 Fountain, CO (c) 861
 2,226
 
 
 861
 2,226
 3,087
 (248) 2005 07/17/13 12 to 38 Years
 Frederick, MD (a) 440
 236
 
 5
 440
 241
 681
 (138) 1977 11/27/06 11 to 20 Years
 Fredericksburg, TX (c) 511
 1,516
 
 
 511
 1,516
 2,027
 (224) 1985 07/17/13 11 to 30 Years
 Ft Wayne, IN (a) 1,110
 817
 
 
 1,110
 817
 1,927
 (432) 2003 12/31/07 15 to 40 Years
 Gadsden, AL (a) 626
 1,439
 (229) (506) 397
 933
 1,330
 (295) 2007 12/21/07 10 to 50 Years
 Gainesville, FL (c) 1,489
 1,241
 
 
 1,489
 1,241
 2,730
 
 2000 12/28/16 6 to 40 Years
 Gainesville, FL (c) 1,534
 883
 
 
 1,534
 883
 2,417
 
 1984 12/28/16 6 to 30 Years
 Gallipolis, OH (a) 375
 1,295
 
 
 375
 1,295
 1,670
 (177) 1996 10/25/13 15 to 30 Years
 Gallup, NM (c) 937
 2,277
 
 
 937
 2,277
 3,214
 (268) 2004 07/17/13 13 to 40 Years
 Garden City, GA (c) 1,184
 1,465
 
 
 1,184
 1,465
 2,649
 (184) 1998 07/17/13 9 to 40 Years
 Garden City, KS (a) 246
 924
 
 
 246
 924
 1,170
 (110) 1984 12/24/13 15 to 30 Years
 Gardendale, AL (a) 438
 841
 
 57
 438
 898
 1,336
 (152) 1996 03/29/13 8 to 29 Years
 Gaylord, MI (a) 1,003
 1,477
 
 
 1,003
 1,477
 2,480
 (185) 2014 11/05/14 14 to 30 Years
 Geneva, AL (a) 522
 570
 
 
 522
 570
 1,092
 (622) 1990 06/25/04 10 to 15 Years
 Geneva, NY (a) 177
 139
 
 
 177
 139
 316
 (164) 1975 08/27/09 8 to 13 Years
 Gilbert, AZ (a) 643
 1,669
 
 
 643
 1,669
 2,312
 (304) 2006 10/28/11 14 to 39 Years
 Glendale, AZ (a) 1,480
 1,329
 
 
 1,480
 1,329
 2,809
 (529) 1996 06/25/04 15 to 30 Years
 Glendale, AZ (a) 1,236
 272
 
 
 1,236
 272
 1,508
 (244) 1995 06/25/04 15 to 20 Years
 Golden, CO (a) 649
 334
 
 
 649
 334
 983
 (53) 1997 12/24/13 15 to 30 Years
 Grand Junction, CO (c) 1,363
 1,990
 
 
 1,363
 1,990
 3,353
 (241) 1995 07/17/13 10 to 40 Years
 Grand Rapids, MI (a) 986
 524
 
 
 986
 524
 1,510
 (74) 1985 10/31/14 14 to 30 Years
 Grandview, OH (a) 2,164
 1,165
 
 
 2,164
 1,165
 3,329
 (307) 1960 07/17/13 9 to 23 Years
 Greensboro, NC (a) 1,009
 444
 
 
 1,009
 444
 1,453
 (304) 2003 12/31/07 15 to 40 Years
 Grove City, PA (a) 531
 495
 
 
 531
 495
 1,026
 (246) 1976 02/06/07 15 to 30 Years
 Gurnee, IL (a) 586
 619
 
 
 586
 619
 1,205
 (383) 1995 06/25/04 15 to 20 Years
 Hagerstown, MD (a) 546
 342
 
 68
 546
 410
 956
 (218) 1975 11/27/06 11 to 20 Years
 Hamilton, NY (a) 145
 152
 
 
 145
 152
 297
 (115) 1982 06/30/09 13 to 18 Years
 Hammond, IN (a) 976
 1,080
 
 
 976
 1,080
 2,056
 (149) 2014 12/24/14 14 to 30 Years
 Harriman, TN (a) 314
 143
 
 176
 314
 319
 633
 (170) 1979 11/02/07 15 to 30 Years
 Harrisburg, PA (a) 762
 241
 
 176
 762
 417
 1,179
 (294) 1977 01/30/06 15 to 20 Years
 Harrisburg, PA (a) 611
 239
 
 
 611
 239
 850
 (256) 1978 01/30/06 15 to 20 Years
 Harrisburg, PA (a) 423
 307
 
 
 423
 307
 730
 (171) 1973 01/30/06 15 to 20 Years
 Hermitage, PA (c) 604
 717
 
 
 604
 717
 1,321
 (334) 1978 02/06/07 10 to 25 Years
 Hilliard, OH (a) 1,149
 1,291
 
 
 1,149
 1,291
 2,440
 (604) 1997 09/24/04 15 to 30 Years
 Hiram, GA (a) 813
 716
 
 
 813
 716
 1,529
 (194) 1999 07/17/13 6 to 21 Years
 Hiram, GA (a) 1,255
 1,766
 
 
 1,255
 1,766
 3,021
 (376) 2003 01/16/15 9 to 15 Years
Axel'sMendota, MN (a) 536
 963
 
 
 536
 963
 1,499
 (146) 1995 05/22/14 15 to 30 Years
Axel'sChanhassen, MN (a) 1,439
 784
 
 
 1,439
 784
 2,223
 (191) 1953 05/22/14 15 to 30 Years
B&B TheatresKansas City, MO (a) 2,543
 7,943
 
 
 2,543
 7,943
 10,486
 (2,401) 2003 07/01/05 14 to 50 Years
B&B TheatresLees Summit, MO (a) 3,517
 9,735
 
 
 3,517
 9,735
 13,252
 (3,527) 1999 07/01/05 14 to 40 Years
B&B TheatresBixby, OK (a) 5,585
 10,101
 
 
 5,585
 10,101
 15,686
 (4,845) 1998 07/01/05 14 to 30 Years
B&B TheatresOverland Park, KS (a) 4,935
 12,281
 
 
 4,935
 12,281
 17,216
 (3,234) 2004 08/01/09 10 to 57 Years
Bagger Dave's Burger TavernGrand Rapids, MI (a) 986
 524
 
 
 986
 524
 1,510
 (108) 1985 10/31/14 14 to 30 Years
Bagger Dave's Burger TavernBerkley, MI (a) 390
 540
 
 
 390
 540
 930
 (85) 1927 10/31/14 14 to 30 Years
Bank of AmericaDelray Beach, FL (c) 3,831
 16,789
 
 
 3,831
 16,789
 20,620
 (1,845) 1975 07/17/13 8 to 50 Years
BE AerospaceWinston-Salem, NC (c) 927
 3,455
 
 
 927
 3,455
 4,382
 (772) 1987 07/17/13 5 to 40 Years
Bellefonte Primary CareGrayson, KY (d) 658
 3,171
 
 
 658
 3,171
 3,829
 (397) 2013 08/18/14 9 to 40 Years
Best BuyEvanston, IL (d) 3,275
 5,338
 
 
 3,275
 5,338
 8,613
 (133) 1993 07/17/13 30 to 30 Years
Best BuyFayetteville, NC (c) 1,560
 6,893
 
 
 1,560
 6,893
 8,453
 (1,009) 1999 07/17/13 6 to 41 Years
Best BuyWichita, KS (d) 3,368
 6,312
 
 
 3,368
 6,312
 9,680
 (1,352) 1984 07/17/13 7 to 29 Years
Best BuyLas Cruces, NM (d) 1,328
 2,616
 
 
 1,328
 2,616
 3,944
 (418) 2002 07/17/13 8 to 41 Years
Best Car BuysDenver, CO (d) 4,124
 4,229
 
 
 4,124
 4,229
 8,353
 (337) 1980 08/21/15 15 to 40 Years
Big Al'sVancouver, WA (a) 2,077
 9,395
 
 
 2,077
 9,395
 11,472
 (928) 2006 06/30/14 15 to 40 Years
Big Al'sBeaverton, OR (a) 5,608
 8,733
 
 
 5,608
 8,733
 14,341
 (986) 2010 06/30/14 15 to 40 Years
Big Sandy FurnitureHurricane, WV (a) 727
 3,005
 
 
 727
 3,005
 3,732
 (1,202) 1998 08/27/09 12 to 27 Years
Big Sandy FurnitureChillicothe, OH (a) 499
 2,296
 
 
 499
 2,296
 2,795
 (953) 1995 08/27/09 12 to 27 Years
Big Sandy FurnitureSouth Point, OH (a) 848
 2,948
 
 
 848
 2,948
 3,796
 (1,207) 1990 08/27/09 12 to 27 Years
Big Sandy FurniturePortsmouth, OH (a) 561
 1,563
 
 
 561
 1,563
 2,124
 (680) 1988 08/27/09 12 to 27 Years
Big Sandy FurnitureAshland, KY (a) 775
 2,037
 
 
 775
 2,037
 2,812
 (851) 1990 08/27/09 12 to 27 Years
Big Sandy FurnitureParkersburg, WV (d) 1,800
 3,183
 
 
 1,800
 3,183
 4,983
 (1,480) 1976 08/27/09 12 to 27 Years
Big Sandy FurnitureAshland, KY (d) 629
 754
 
 
 629
 754
 1,383
 (364) 1993 08/27/09 12 to 27 Years
Bi-LoHartsville, SC (d) 696
 5,402
 
 
 696
 5,402
 6,098
 (610) 1988 09/30/14 10 to 40 Years
BJ's Wholesale ClubHaverhill, MA (d) 3,192
 15,353
 
 
 3,192
 15,353
 18,545
 (2,730) 2007 07/17/13 11 to 32 Years
BJ's Wholesale ClubFort Lauderdale, FL (d) 6,775
 18,649
 
 
 6,775
 18,649
 25,424
 (2,871) 2007 07/17/13 12 to 37 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Homewood, AL (a) 583
 839
 
 
 583
 839
 1,422
 (119) 2002 12/05/13 15 to 30 Years
 Houston, TX (a) 1,098
 439
 
 
 1,098
 439
 1,537
 (345) 1995 06/25/04 15 to 40 Years
 Houston, TX (a) 1,156
 352
 (22) 
 1,134
 352
 1,486
 (286) 1995 06/25/04 15 to 30 Years
 Houston, TX (a) 585
 561
 
 
 585
 561
 1,146
 (589) 1979 12/30/04 10 to 15 Years
 Houston, TX (a) 2,348
 1,347
 
 
 2,348
 1,347
 3,695
 (689) 1997 06/29/07 15 to 30 Years
 Huntington Park, CA (a) 1,822
 1,211
 
 
 1,822
 1,211
 3,033
 (119) 1957 12/19/14 15 to 30 Years
 Hutchinson, KS (a) 895
 856
 
 
 895
 856
 1,751
 (108) 1987 06/04/14 15 to 30 Years
 Hyattsville, MD (a) 702
 245
 
 
 702
 245
 947
 (166) 1985 11/27/06 15 to 20 Years
BJ's Wholesale ClubWoodstock, GA (c) 4,383
 16,588
 
 
 4,383
 16,588
 20,971
 (3,016) 2001 07/17/13 8 to 33 Years
BJ's Wholesale ClubTampa, FL (d) 4,810
 10,220
 
 35
 4,810
 10,255
 15,065
 (476) 1993 01/10/17 10 to 30 Years
Black Angus SteakhouseGlendale, AZ (a) 1,480
 1,329
 
 
 1,480
 1,329
 2,809
 (585) 1996 06/25/04 15 to 30 Years
Blue RhinoTavares, FL (a) 1,075
 5,098
 
 
 1,075
 5,098
 6,173
 (1,809) 2004 07/01/05 14 to 40 Years
Blue RhinoRiverside, CA (a) 1,203
 6,254
 
 
 1,203
 6,254
 7,457
 (1,884) 2004 07/01/05 14 to 40 Years
Bojangle'sHickory, NC (a) 1,105
 851
 
 
 1,105
 851
 1,956
 (720) 1995 12/29/06 13 to 28 Years
BondcotePulaski, VA (a) 333
 1,536
 
 
 333
 1,536
 1,869
 (961) 1967 12/11/06 15 to 20 Years
BondcoteDublin, VA (a) 491
 1,401
 
 
 491
 1,401
 1,892
 (929) 1985 12/11/06 15 to 20 Years
BonfireEagen, MN (a) 724
 1,230
 
 
 724
 1,230
 1,954
 (187) 1996 05/22/14 15 to 30 Years
BonfireWoodbury, MN (a) 3,165
 1,707
 
 
 3,165
 1,707
 4,872
 (334) 1995 05/22/14 15 to 30 Years
Books-A-MillionRapid City, SD (d) 575
 2,568
 
 
 575
 2,568
 3,143
 (419) 2001 07/17/13 2 to 45 Years
Boozman-HofRogers, AR (a) 2,014
 2,313
 
 
 2,014
 2,313
 4,327
 (466) 1988 11/14/13 13 to 30 Years
BoscovsVoorhees, NJ (a) 2,027
 6,776
 
 
 2,027
 6,776
 8,803
 (2,313) 1970 07/17/13 5 to 20 Years
Bricktown BreweryOklahoma City, OK (a) 479
 1,877
 
 177
 479
 2,054
 2,533
 (388) 1904 12/02/13 16 to 20 Years
Bricktown BreweryShawnee, OK (a) 621
 1,399
 
 
 621
 1,399
 2,020
 (226) 1984 07/29/05 15 to 30 Years
Bridgestone TireAtlanta, GA (a) 1,830
 363
 
 
 1,830
 363
 2,193
 (144) 1998 07/17/13 5 to 24 Years
Brookshire BrothersCleveland, TX (d) 465
 2,867
 
 
 465
 2,867
 3,332
 (1,734) 1991 12/01/05 15 to 20 Years
Brookshire BrothersCorrigan, TX (d) 395
 630
 
 
 395
 630
 1,025
 (442) 1971 12/01/05 15 to 20 Years
Brookshire BrothersDiboll, TX (d) 775
 872
 
 
 775
 872
 1,647
 (626) 1974 12/01/05 15 to 20 Years
Brookshire BrothersLufkin, TX (d) 1,178
 352
 
 
 1,178
 352
 1,530
 (331) 1977 12/01/05 15 to 20 Years
Brookshire BrothersNavasota, TX (d) 781
 1,499
 
 
 781
 1,499
 2,280
 (702) 1992 12/01/05 15 to 30 Years
Brookshire BrothersTimpson, TX (d) 253
 312
 
 
 253
 312
 565
 (240) 1978 12/01/05 15 to 20 Years
Brookshire BrothersAlto, TX (a) 204
 464
 
 
 204
 464
 668
 (119) 1996 03/31/14 7 to 20 Years
Brookshire BrothersBuffalo, TX (a) 522
 987
 
 
 522
 987
 1,509
 (177) 1990 03/31/14 7 to 30 Years
Brookshire BrothersGroveton, TX (a) 264
 540
 
 
 264
 540
 804
 (107) 1996 03/31/14 7 to 30 Years
Brookshire BrothersLorena, TX (a) 657
 751
 
 
 657
 751
 1,408
 (179) 1999 03/31/14 7 to 20 Years
Brookshire BrothersMcGregor, TX (a) 748
 795
 
 
 748
 795
 1,543
 (207) 1999 03/31/14 7 to 20 Years
Brookshire BrothersHallettsville, TX (d) 550
 1,545
 
 
 550
 1,545
 2,095
 (291) 2004 03/31/14 10 to 30 Years
Bru BurgerLexington, KY (a) 1,267
 944
 
 
 1,267
 944
 2,211
 (656) 1996 02/26/07 14 to 30 Years
Buck's Sports GrillRawlins, WY (a) 25
 406
 
 
 25
 406
 431
 (240) 1958 12/29/06 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 Independence, IA (a) 223
 473
 
 
 223
 473
 696
 (518) 1976 09/23/05 10 to 15 Years
 Independence, MO (a) 1,450
 1,967
 
 
 1,450
 1,967
 3,417
 (670) 2002 06/29/07 15 to 40 Years
 Indiana, PA (a) 331
 323
 
 
 331
 323
 654
 (180) 1982 02/06/07 15 to 30 Years
 Indianapolis, IN (a) 1,971
 2,295
 
 
 1,971
 2,295
 4,266
 (645) 2003 11/10/05 15 to 40 Years
 Indianapolis, IN (a) 590
 633
 
 
 590
 633
 1,223
 (85) 2014 10/31/14 14 to 30 Years
 Indianapolis, IN (c) 703
 1,223
 
 
 703
 1,223
 1,926
 (118) 1974 12/23/14 15 to 30 Years
 Indianapolis, IN (c) 418
 1,223
 
 
 418
 1,223
 1,641
 (88) 1992 12/23/14 15 to 30 Years
 Jackson, MI (a) 599
 354
 
 
 599
 354
 953
 (59) 1997 12/24/13 15 to 30 Years
 Johnson City, TN (c) 1,331
 2,304
 
 
 1,331
 2,304
 3,635
 (380) 1996 07/17/13 12 to 30 Years
 Johnstown, PA (a) 865
 938
 
 
 865
 938
 1,803
 (324) 1998 07/17/13 8 to 20 Years
 Joliet, IL (a) 1,994
 1,207
 
 
 1,994
 1,207
 3,201
 (628) 1996 12/29/06 15 to 30 Years
 Kansas City, KS (a) 796
 609
 
 
 796
 609
 1,405
 (81) 2006 12/24/13 15 to 40 Years
 Kimball, TN (a) 367
 283
 
 176
 367
 459
 826
 (217) 1987 11/02/07 15 to 30 Years
 Kingwood, TX (a) 936
 387
 
 
 936
 387
 1,323
 (300) 1994 06/25/04 15 to 30 Years
 Knoxville, TN (a) 296
 343
 
 176
 296
 519
 815
 (223) 1978 11/02/07 15 to 30 Years
 Knoxville, TN (a) 172
 700
 
 
 172
 700
 872
 (251) 1991 11/02/07 15 to 30 Years
 LaFayette, GA (a) 246
 434
 
 176
 246
 610
 856
 (257) 1991 11/02/07 15 to 30 Years
 Lake Charles, LA (a) 1,620
 1,349
 
 
 1,620
 1,349
 2,969
 (301) 1987 07/17/13 10 to 24 Years
 Lakeville, MN (a) 342
 439
 
 
 342
 439
 781
 (175) 1988 05/24/05 15 to 30 Years
 Lancaster, PA (a) 308
 161
 
 
 308
 161
 469
 (115) 1977 07/25/06 15 to 30 Years
 Lander, WY (a) 57
 1,010
 
 
 57
 1,010
 1,067
 (510) 1883 12/29/06 15 to 20 Years
 Lanham, MD (a) 302
 193
 
 200
 302
 393
 695
 (182) 1980 11/27/06 13 to 20 Years
 Lawrence, KS (a) 478
 209
 
 
 478
 209
 687
 (23) 1974 06/04/14 15 to 30 Years
 Lebanon, PA (a) 616
 316
 
 176
 616
 492
 1,108
 (305) 1980 01/30/06 15 to 20 Years
 Leeds, AL (a) 907
 926
 
 31
 907
 957
 1,864
 (717) 2003 09/26/06 9 to 40 Years
 Lewis Center, OH (a) 626
 560
 
 
 626
 560
 1,186
 (274) 1998 06/25/04 15 to 30 Years
 Lewiston, ID (c) 1,080
 866
 
 
 1,080
 866
 1,946
 (97) 1996 12/23/14 15 to 30 Years
 Lexington, KY (a) 1,267
 944
 
 
 1,267
 944
 2,211
 (593) 1996 02/26/07 14 to 30 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Lexington, NC (a) 910
 1,059
 
 
 910
 1,059
 1,969
 (170) 1998 10/25/13 15 to 30 Years
 Little Rock, AR (a) 699
 1,700
 (344) (592) 355
 1,108
 1,463
 (887) 1972 02/26/07 14 to 20 Years
 Little Rock, AR (a) 886
 
 
 
 886
 
 886
 
 (f) 06/26/14 (f)
 Littleton, CO (c) 696
 1,943
 
 
 696
 1,943
 2,639
 (218) 1990 07/17/13 11 to 40 Years
 Littleton, CO (a) 501
 629
 
 
 501
 629
 1,130
 (83) 1992 12/24/13 15 to 30 Years
 Longview, WA (c) 870
 2,855
 
 
 870
 2,855
 3,725
 (305) 2004 07/17/13 13 to 40 Years
 Loveland, CO (c) 602
 1,913
 
 
 602
 1,913
 2,515
 (197) 1997 07/17/13 12 to 40 Years
 Lufkin, TX (a) 927
 790
 (448) (474) 479
 316
 795
 
 1970 02/26/07 14 to 20 Years
 Lynchburg, VA (a) 2,033
 2,013
 
 
 2,033
 2,013
 4,046
 (309) 2000 08/21/13 15 to 30 Years
 Macon, GA (c) 838
 1,723
 
 
 838
 1,723
 2,561
 (201) 1995 07/17/13 13 to 40 Years
 Macon, GA (c) 874
 1,712
 
 
 874
 1,712
 2,586
 (208) 1995 07/17/13 11 to 40 Years
 Madill, OK (a) 352
 648
 
 
 352
 648
 1,000
 (734) 1972 06/25/04 10 to 15 Years
 Manchester, IA (a) 351
 495
 
 
 351
 495
 846
 (541) 1977 09/23/05 10 to 15 Years
 Maple Grove, MN (a) 1,852
 1,096
 
 
 1,852
 1,096
 2,948
 (561) 1997 09/24/04 15 to 30 Years
 Maquoketa, IA (a) 184
 90
 
 
 184
 90
 274
 (138) 1973 09/23/05 10 to 15 Years
 Marietta, GA (a) 1,221
 1,533
 
 
 1,221
 1,533
 2,754
 (323) 2003 01/16/15 9 to 15 Years
 Mars, PA (a) 946
 2,221
 
 
 946
 2,221
 3,167
 (909) 1990 06/25/04 15 to 30 Years
 Mason, OH (a) 619
 599
 
 
 619
 599
 1,218
 (95) 1994 12/24/13 15 to 30 Years
 Mayfield, KY (a) 307
 596
 
 
 307
 596
 903
 (336) 1997 06/25/04 15 to 30 Years
 McAllen, TX (a) 1,819
 1,188
 
 
 1,819
 1,188
 3,007
 (669) 1997 06/29/07 15 to 30 Years
 Meadville, PA (a) 981
 1,056
 
 
 981
 1,056
 2,037
 (435) 1983 02/06/07 15 to 30 Years
 Meadville, PA (c) 652
 1,284
 
 
 652
 1,284
 1,936
 (132) 1991 12/23/14 15 to 30 Years
 Mechanicsburg, PA (a) 801
 481
 
 
 801
 481
 1,282
 (328) 1995 01/30/06 15 to 20 Years
 Melbourne, FL (a) 2,005
 794
 
 
 2,005
 794
 2,799
 (428) 1986 12/31/07 15 to 40 Years
 Memphis, TN (a) 817
 1,637
 
 
 817
 1,637
 2,454
 (348) 2005 01/16/15 9 to 15 Years
 Mendota, MN (a) 536
 963
 
 
 536
 963
 1,499
 (105) 1995 05/22/14 15 to 30 Years
 Mentor, OH (a) 873
 790
 
 
 873
 790
 1,663
 (385) 2003 12/31/07 15 to 40 Years
 Mesa, AZ (a) 1,318
 234
 
 
 1,318
 234
 1,552
 (236) 1995 06/25/04 15 to 20 Years
 Mesa, AZ (a) 676
 911
 
 
 676
 911
 1,587
 (202) 1978 10/28/11 14 to 39 Years
 Mesa, AZ (c) 422
 1,002
 
 
 422
 1,002
 1,424
 (127) 1990 06/14/13 15 to 40 Years
 Metairie, LA (b) 800
 3,016
 
 
 800
 3,016
 3,816
 (367) 1964 07/17/13 10 to 30 Years
 Middleburg Heights, OH(a) 1,456
 793
 
 
 1,456
 793
 2,249
 (349) 1987 02/06/07 15 to 30 Years
 Midlothian, VA (a) 823
 1,151
 
 246
 823
 1,397
 2,220
 (503) 1994 11/28/06 15 to 30 Years
 Monroe, MI (c) 927
 897
 
 
 927
 897
 1,824
 (106) 1996 12/23/14 15 to 30 Years
 Monroeville, PA (c) 1,677
 3,508
 
 
 1,677
 3,508
 5,185
 
 2009 12/22/16 12 to 30 Years
 Moody, AL (a) 518
 800
 
 57
 518
 857
 1,375
 (152) 1997 03/29/13 8 to 29 Years
 Muskogee, OK (a) 968
 1,259
 (448) (568) 520
 691
 1,211
 (663) 1984 02/26/07 14 to 30 Years
 New Boston, OH (a) 599
 1,498
 
 
 599
 1,498
 2,097
 (197) 1996 10/25/13 15 to 30 Years
Buehler's Fresh FoodsAshland, OH (a) 2,596
 8,200
 
 
 2,596
 8,200
 10,796
 (656) 2000 10/14/15 15 to 40 Years
Buehler's Fresh FoodsDover, OH (a) 2,596
 8,087
 
 
 2,596
 8,087
 10,683
 (771) 1990 10/14/15 15 to 30 Years
Buehler's Fresh FoodsMedina, OH (a) 4,892
 10,983
 
 
 4,892
 10,983
 15,875
 (1,108) 1990 10/14/15 15 to 30 Years
Buehler's Fresh FoodsWooster, OH (a) 3,694
 8,087
 
 
 3,694
 8,087
 11,781
 (786) 1980 10/14/15 30 to 30 Years
Buehler's Fresh FoodsWadsworth, OH (a) 2,197
 9,285
 
 
 2,197
 9,285
 11,482
 (816) 1985 10/14/15 15 to 30 Years
Buffalo Wild WingsClinton Township, MI (d) 1,377
 911
 
 
 1,377
 911
 2,288
 (158) 2003 11/05/14 14 to 30 Years
Buffalo Wild WingsBrandon, FL (d) 1,358
 614
 
 
 1,358
 614
 1,972
 (173) 2004 11/05/14 14 to 20 Years
Buffalo Wild WingsBirch Run, MI (d) 1,852
 1,290
 
 
 1,852
 1,290
 3,142
 (298) 2014 12/24/14 14 to 30 Years
Buffalo Wild WingsWesley Chapel, FL (d) 2,672
 1,725
 
 
 2,672
 1,725
 4,397
 (165) 2015 08/18/15 14 to 40 Years
Buffalo Wild WingsHammond, IN (a) 976
 1,080
 
 
 976
 1,080
 2,056
 (223) 2014 12/24/14 14 to 30 Years
Buffalo Wild WingsGaylord, MI (a) 1,003
 1,478
 
 
 1,003
 1,478
 2,481
 (270) 2014 11/05/14 14 to 30 Years
Buffet CityOrange City, FL (a) 409
 694
 
 
 409
 694
 1,103
 (473) 1984 09/24/04 11 to 20 Years
Burger KingApopka, FL (a) 1,038
 482
 
 
 1,038
 482
 1,520
 (623) 1977 06/25/04 10 to 15 Years
Burger KingSaint Cloud, FL (a) 1,193
 557
 
 
 1,193
 557
 1,750
 (395) 1983 06/25/04 15 to 20 Years
Burger KingOrlando, FL (a) 1,249
 729
 
 
 1,249
 729
 1,978
 (551) 1985 06/25/04 15 to 20 Years
Burger KingQuincy, FL (a) 1,015
 416
 
 
 1,015
 416
 1,431
 (472) 1989 09/24/04 15 to 20 Years
Burger KingSaint Ann, MO (a) 588
 613
 
 
 588
 613
 1,201
 (471) 1985 09/23/05 15 to 20 Years
Burger KingGilman, IL (a) 219
 414
 
 
 219
 414
 633
 (313) 1998 09/23/05 15 to 20 Years
Burger KingSpringfield, IL (a) 1,072
 642
 
 
 1,072
 642
 1,714
 (538) 1988 09/23/05 15 to 20 Years
Burger KingEffingham, IL (a) 539
 575
 
 
 539
 575
 1,114
 (310) 1985 09/23/05 15 to 30 Years
Burger KingDecatur, IL (a) 940
 126
 
 
 940
 126
 1,066
 (381) 1992 09/23/05 15 to 20 Years
Burger KingSpringfield, IL (a) 571
 630
 
 
 571
 630
 1,201
 (353) 1997 09/23/05 15 to 30 Years
Burger KingRomeoville, IL (a) 789
 713
 (62) 
 727
 713
 1,440
 (448) 1999 09/23/05 15 to 20 Years
Burger KingLincoln, IL (a) 203
 616
 
 
 203
 616
 819
 (398) 1990 09/23/05 15 to 20 Years
Burger KingBuffalo, NY (a) 737
 629
 
 
 737
 629
 1,366
 (270) 1993 11/10/05 15 to 30 Years
Burger KingBuffalo, NY (a) 821
 694
 
 
 821
 694
 1,515
 (302) 1976 11/10/05 15 to 30 Years
Burger KingCheektowaga, NY (a) 561
 549
 
 
 561
 549
 1,110
 (256) 1985 11/10/05 15 to 30 Years
Burger KingJamestown, NY (a) 508
 573
 
 
 508
 573
 1,081
 (375) 1988 11/10/05 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 New Cumberland, PA (a) 634
 278
 
 176
 634
 454
 1,088
 (296) 1990 01/30/06 15 to 20 Years
 Newport News, VA (c) 1,184
 311
 
 
 1,184
 311
 1,495
 (287) 1995 06/25/04 10 to 25 Years
 Newton, KS (a) 175
 661
 
 
 175
 661
 836
 (76) 1987 06/30/14 15 to 30 Years
 Norman, OK (a) 1,466
 2,294
 
 
 1,466
 2,294
 3,760
 (1,052) 1992 07/02/07 14 to 30 Years
 North Little Rock, AR (a) 1,398
 1,289
 
 
 1,398
 1,289
 2,687
 (799) 1993 09/23/05 15 to 20 Years
 Oak Ridge, TN (c) 988
 1,019
 
 
 988
 1,019
 2,007
 (95) 1994 12/23/14 15 to 30 Years
 Oklahoma City, OK (a) 479
 1,877
 
 
 479
 1,877
 2,356
 (289) 1904 12/02/13 20 to 20 Years
 Olean, NY (a) 355
 663
 
 
 355
 663
 1,018
 (301) 1977 02/06/07 15 to 30 Years
 Orange City, FL (a) 409
 694
 
 
 409
 694
 1,103
 (432) 1984 09/24/04 11 to 20 Years
 Orlando, FL (a) 2,006
 571
 
 
 2,006
 571
 2,577
 (297) 2002 12/31/07 15 to 40 Years
 Orlando, FL (c) 1,351
 1,404
 
 
 1,351
 1,404
 2,755
 
 2002 12/28/16 8 to 40 Years
 Orlando, FL (c) 1,484
 1,415
 
 
 1,484
 1,415
 2,899
 
 1998 12/28/16 6 to 40 Years
 Orlando, FL (c) 1,319
 1,424
 
 
 1,319
 1,424
 2,743
 
 1997 12/28/16 7to 40 Years
 Ottawa, KS (a) 348
 816
 
 
 348
 816
 1,164
 (91) 1987 06/04/14 15 to 30 Years
 Overland Park, KS (a) 2,549
 3,219
 
 
 2,549
 3,219
 5,768
 (349) 1983 05/15/14 15 to 30 Years
 Oviedo, FL (c) 1,499
 1,449
 
 
 1,499
 1,449
 2,948
 
 2006 12/28/16 7 to 40 Years
 Owensboro, KY (a) 250
 502
 
 
 250
 502
 752
 (158) 1991 06/25/04 30 to 30 Years
 Oxford, AL (c) 489
 1,212
 
 
 489
 1,212
 1,701
 (112) 1991 12/23/14 15 to 30 Years
 Paducah, KY (c) 1,485
 2,407
 
 
 1,485
 2,407
 3,892
 
 2013 12/22/16 13 to 40 Years
 Paris, TX (c) 552
 1,821
 
 
 552
 1,821
 2,373
 (241) 1999 07/17/13 11 to 35 Years
 Pelham, AL (a) 605
 922
 
 57
 605
 979
 1,584
 (169) 1998 03/29/13 8 to 29 Years
 Phoenix, AZ (a) 787
 663
 
 
 787
 663
 1,450
 (198) 1964 10/28/11 14 to 29 Years
 Picayune, MS (a) 1,250
 1,409
 
 
 1,250
 1,409
 2,659
 (257) 1999 07/17/13 7 to 29 Years
 Pico Rivera, CA (a) 2,785
 3,126
 
 
 2,785
 3,126
 5,911
 (231) 2014 12/19/14 15 to 40 Years
 Pittsburgh, PA (a) 1,289
 1,871
 
 
 1,289
 1,871
 3,160
 (751) 1992 06/25/04 15 to 30 Years
 Pittsburgh, PA (a) 1,481
 676
 
 
 1,481
 676
 2,157
 (355) 2006 12/31/07 15 to 40 Years
 Plano, TX (a) 2,418
 1,529
 
 
 2,418
 1,529
 3,947
 (607) 1998 06/29/07 15 to 40 Years
 Powell, TN (a) 252
 377
 
 176
 252
 553
 805
 (244) 1982 11/02/07 15 to 30 Years
 Princeton, WV (a) 948
 2,212
 
 
 948
 2,212
 3,160
 (416) 2001 07/17/13 11 to 25 Years
 Queen Creek, AZ (c) 609
 1,159
 
 
 609
 1,159
 1,768
 (162) 2004 06/14/13 15 to 40 Years
 Rapid City, SD (a) 878
 1,657
 
 
 878
 1,657
 2,535
 (824) 1902 12/29/06 15 to 20 Years
 Rawlins, WY (a) 25
 406
 
 
 25
 406
 431
 (217) 1958 12/29/06 15 to 20 Years
 Reston, VA (a) 1,033
 193
 
 
 1,033
 193
 1,226
 (139) 1977 11/27/06 15 to 20 Years
 Richmond, VA (a) 1,253
 1,410
 
 29
 1,253
 1,439
 2,692
 (528) 1977 11/28/06 15 to 30 Years
 Richmond, VA (c) 993
 922
 
 
 993
 922
 1,915
 (98) 2003 03/20/15 13 to 20 Years
 Ringgold, GA (a) 387
 374
 
 
 387
 374
 761
 (177) 1990 11/02/07 15 to 30 Years
 Riverside, CA (a) 1,988
 1,211
 
 
 1,988
 1,211
 3,199
 (136) 2002 12/19/14 15 to 30 Years
Burger KingLouisville, KY (a) 1,010
 577
 
 
 1,010
 577
 1,587
 (305) 1994 11/10/05 15 to 30 Years
Burger KingLouisville, KY (a) 854
 514
 
 
 854
 514
 1,368
 (276) 1994 11/10/05 15 to 30 Years
Burger KingNiagara Falls, NY (a) 1,359
 551
 
 
 1,359
 551
 1,910
 (305) 1979 11/10/05 15 to 30 Years
Burger KingSpringville, NY (a) 678
 586
 
 
 678
 586
 1,264
 (290) 1988 11/10/05 15 to 30 Years
Burger KingEscanaba, MI (a) 772
 767
 
 300
 772
 1,067
 1,839
 (716) 1984 12/29/05 3 to 20 Years
Burger KingOshkosh, WI (a) 765
 829
 (40) 300
 725
 1,129
 1,854
 (643) 1984 12/29/05 15 to 20 Years
Burger KingHickory, NC (a) 292
 818
 
 
 292
 818
 1,110
 (318) 2000 09/29/06 15 to 40 Years
Burger KingHudson, NC (a) 794
 616
 
 
 794
 616
 1,410
 (308) 1998 09/29/06 15 to 40 Years
Burger KingFayetteville, NC (a) 470
 629
 
 
 470
 629
 1,099
 (312) 1999 09/29/06 15 to 30 Years
Burger KingHope Mills, NC (a) 408
 930
 
 
 408
 930
��1,338
 (408) 1990 09/29/06 15 to 30 Years
Burger KingFayetteville, NC (a) 489
 612
 
 
 489
 612
 1,101
 (287) 1987 09/29/06 15 to 30 Years
Burger KingLillington, NC (a) 419
 687
 
 
 419
 687
 1,106
 (275) 1992 09/29/06 15 to 40 Years
Burger KingSweetwater, TN (a) 602
 550
 
 250
 602
 800
 1,402
 (278) 1999 12/29/06 15 to 40 Years
Burger KingWinchester, TN (a) 400
 291
 
 250
 400
 541
 941
 (225) 1993 12/29/06 10 to 20 Years
Burger KingAurora, IL (a) 286
 726
 
 
 286
 726
 1,012
 (381) 1998 12/29/06 15 to 30 Years
Burger KingDetroit, MI (a) 613
 688
 
 
 613
 688
 1,301
 (468) 1987 02/13/09 13 to 18 Years
Burger KingCarrollton, KY (a) 229
 730
 
 
 229
 730
 959
 (325) 1990 06/30/09 13 to 28 Years
Burger KingSandusky, OH (a) 923
 406
 (314) (89) 609
 317
 926
 (148) 1987 08/27/09 14 to 29 Years
Burger KingSeven Hills, OH (a) 496
 489
 
 
 496
 489
 985
 (234) 1977 08/27/09 13 to 28 Years
Burger KingParma Heights, OH (a) 598
 535
 
 
 598
 535
 1,133
 (235) 2004 08/27/09 13 to 38 Years
Burger KingDurham, NC (b) 1,253
 
 
 
 1,253
 
 1,253
 
 (f) 07/17/13 (f)
Burger KingArtesia, NM (a) 435
 1,106
 
 
 435
 1,106
 1,541
 (191) 1984 04/16/14 15 to 30 Years
Burger KingMebane, NC (a) 846
 682
 
 
 846
 682
 1,528
 (321) 1993 09/29/06 15 to 30 Years
Burger KingGarner, NC (a) 600
 765
 
 
 600
 765
 1,365
 (394) 1995 09/29/06 15 to 30 Years
Burger KingFayetteville, NC (a) 607
 1,020
 
 
 607
 1,020
 1,627
 (542) 1996 09/29/06 15 to 30 Years
Caliber CollisionConroe, TX (d) 2,056
 2,306
 
 32
 2,056
 2,338
 4,394
 (90) 2016 12/28/16 14 to 50 Years
Caliber CollisionHouston, TX (d) 2,089
 2,332
 
 33
 2,089
 2,365
 4,454
 (67) 2016 03/16/17 14 to 50 Years
Camping WorldSaukville, WI (a) 2,061
 4,794
 
 
 2,061
 4,794
 6,855
 (687) 2014 09/30/14 15 to 40 Years
Camping WorldWentzville, MO (d) 2,040
 5,133
 
 1,264
 2,040
 6,397
 8,437
 (321) 2015 03/27/15 39 to 40 Years
Camping WorldSummerfield, FL (d) 3,059
 3,949
 
 
 3,059
 3,949
 7,008
 (380) 2004 08/29/16 10 to 30 Years
Camping WorldTulsa, OK (d) 4,569
 88
 
 3,130
 4,569
 3,218
 7,787
 (237) 2016 12/15/16 11 to 40 Years
Camping WorldPoteau, OK (b) 2,210
 3,839
 
 17
 2,210
 3,856
 6,066
 (165) 2015 03/22/17 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Roanoke, VA (a) 1,362
 1,836
 
 
 1,362
 1,836
 3,198
 (239) 2000 08/21/13 15 to 30 Years
 Rock Falls, IL (a) 314
 631
 
 
 314
 631
 945
 (293) 1995 09/23/05 15 to 30 Years
 Rockford, IL (c) 1,348
 2,842
 
 
 1,348
 2,842
 4,190
 
 1977 12/22/16 13 to 40 Years
 Salem, IL (a) 271
 218
 
 
 271
 218
 489
 (113) 2000 07/28/04 15 to 30 Years
 Salina, KS (c) 764
 1,100
 
 
 764
 1,100
 1,864
 (111) 1994 12/23/14 15 to 30 Years
 San Antonio, TX (a) 1,204
 519
 
 
 1,204
 519
 1,723
 (48) 1993 09/26/13 30 to 30 Years
 Sanford, FL (c) 1,405
 1,191
 
 
 1,405
 1,191
 2,596
 
 1987 12/28/16 6 to 30 Years
 Santa Ana, CA (a) 2,112
 1,501
 
 
 2,112
 1,501
 3,613
 (137) 1976 12/19/14 15 to 30 Years
 Santa Fe, NM (c) 2,120
 2,033
 
 
 2,120
 2,033
 4,153
 (236) 1997 07/17/13 13 to 40 Years
 Sarasota, FL (a) 2,758
 412
 
 
 2,758
 412
 3,170
 (136) 2000 07/17/13 12 to 25 Years
 Savannah, GA (c) 1,112
 1,727
 
 
 1,112
 1,727
 2,839
 (206) 1993 07/17/13 13 to 40 Years
 Shawnee, OK (a) 621
 1,399
 
 
 621
 1,399
 2,020
 (169) 1984 07/29/05 15 to 30 Years
 Shelbyville, IN (c) 549
 752
 
 
 549
 752
 1,301
 (258) 2006 12/21/07 15 to 50 Years
 Sherman, TX (a) 1,013
 1,286
 (415) (542) 598
 744
 1,342
 (730) 1994 02/26/07 14 to 30 Years
 Shreveport, LA (a) 759
 964
 (446) (727) 313
 237
 550
 
 1964 02/26/07 14 to 20 Years
 Silver Spring, MD (a) 1,008
 251
 
 
 1,008
 251
 1,259
 (183) 1983 11/27/06 15 to 20 Years
 Sioux Falls, SD (a) 639
 206
 
 
 639
 206
 845
 (30) 1994 12/24/13 15 to 30 Years
 Soddy Daisy, TN (a) 316
 405
 
 
 316
 405
 721
 (193) 1989 11/02/07 15 to 30 Years
 Springfield, IL (a) 1,115
 772
 
 
 1,115
 772
 1,887
 (364) 1996 12/31/07 15 to 40 Years
 Springfield, MO (a) 1,655
 1,467
 
 
 1,655
 1,467
 3,122
 (773) 1993 09/23/05 15 to 30 Years
 Stillwater, MN (a) 1,051
 1,051
 
 
 1,051
 1,051
 2,102
 (587) 1998 09/24/04 15 to 30 Years
 Stillwater, OK (a) 647
 687
 
 
 647
 687
 1,334
 (85) 1987 06/04/14 15 to 30 Years
 Stillwater, OK (c) 611
 1,447
 
 
 611
 1,447
 2,058
 (109) 1995 12/23/14 15 to 30 Years
 Sweetwater, TN (a) 231
 307
 
 
 231
 307
 538
 (154) 1979 11/02/07 15 to 30 Years
 Syracuse, NY (c) 734
 1,518
 
 
 734
 1,518
 2,252
 (146) 1981 12/23/14 15 to 30 Years
 Taylorville, IL (a) 154
 352
 
 
 154
 352
 506
 (357) 1980 09/23/05 10 to 15 Years
 Thornton, CO (a) 943
 128
 
 
 943
 128
 1,071
 (21) 1996 12/24/13 15 to 30 Years
 Thurmont, MD (a) 857
 307
 
 68
 857
 375
 1,232
 (217) 1985 11/27/06 11 to 20 Years
 Tifton, GA (c) 642
 1,009
 
 
 642
 1,009
 1,651
 (80) 1995 12/23/14 15 to 40 Years
 Tilton, NH (c) 1,565
 
 
 
 1,565
 
 1,565
 
 (f) 07/17/13 (f)
 Tipton, IA (a) 240
 408
 
 
 240
 408
 648
 (485) 1991 09/23/05 10 to 15 Years
 Titusville, PA (a) 247
 438
 
 
 247
 438
 685
 (205) 1976 04/29/11 11 to 26 Years
 Topeka, KS (a) 1,224
 905
 
 
 1,224
 905
 2,129
 (135) 1988 06/04/14 15 to 30 Years
 Torrance, CA (a) 3,509
 2,754
 
 
 3,509
 2,754
 6,263
 (205) 1998 12/19/14 15 to 40 Years
 Traverse City, MI (c) 651
 1,255
 
 
 651
 1,255
 1,906
 (64) 2004 11/09/15 15 to 30 Years
 Trenton, GA (a) 300
 227
 
 
 300
 227
 527
 (141) 1991 11/02/07 15 to 30 Years
 Trussville, AL (a) 909
 892
 
 57
 909
 949
 1,858
 (185) 2000 03/29/13 8 to 29 Years
 Trussville, AL (b) 1,222
 1,769
 (1,029) (1,498) 193
 271
 464
 (3) 2007 07/17/13 12 to 38 Years
 Trussville, AL (a) 796
 256
 
 
 796
 256
 1,052
 (51) 1998 12/24/13 15 to 30 Years
Camping WorldMonticello, MN (d) 3,873
 769
 
 1,386
 3,873
 2,155
 6,028
 (194) 2016 12/29/16 9 to 30 Years
Camping WorldBiloxi, MS (d) 3,274
 627
 
 6,107
 3,274
 6,734
 10,008
 (62) 2016 12/22/16 16 to 39 Years
Caremark RX, LLCSt. John, MO (d) 1,733
 3,095
 91
 365
 1,824
 3,460
 5,284
 (821) 1996 07/17/13 1 to 43 Years
CarMaxPompano Beach, FL (d) 6,153
 5,010
 
 
 6,153
 5,010
 11,163
 (1,355) 2004 06/30/05 15 to 40 Years
CarMaxOntario, CA (d) 7,981
 6,937
 
 
 7,981
 6,937
 14,918
 (1,856) 2005 06/30/05 15 to 40 Years
CarMaxMidlothian, VA (d) 4,775
 6,056
 
 
 4,775
 6,056
 10,831
 (1,632) 2004 06/30/05 15 to 40 Years
CarMaxKennesaw, GA (a) 3,931
 5,334
 
 
 3,931
 5,334
 9,265
 (1,612) 1995 02/16/12 15 to 30 Years
CarMaxPineville, NC (c) 4,865
 1,902
 
 
 4,865
 1,902
 6,767
 (601) 2002 07/17/13 10 to 30 Years
CarMaxRaleigh, NC (a) 4,163
 4,017
 
 
 4,163
 4,017
 8,180
 (1,555) 1994 07/17/13 4 to 25 Years
CarMaxGreenville, SC (a) 9,731
 11,625
 
 
 9,731
 11,625
 21,356
 (2,287) 1999 07/17/13 3 to 40 Years
CarMaxJacksonville, FL (a) 6,155
 10,957
 
 
 6,155
 10,957
 17,112
 (2,980) 2005 06/30/05 15 to 40 Years
Carmike CinemasCedar Rapids, IA (a) 2,521
 5,461
 
 
 2,521
 5,461
 7,982
 (1,987) 1998 07/01/05 15 to 40 Years
Carmike CinemasColorado Springs, CO (a) 1,892
 1,732
 
 
 1,892
 1,732
 3,624
 (1,036) 1995 09/30/05 14 to 30 Years
Carmike CinemasDurham, NC (a) 1,630
 2,685
 
 
 1,630
 2,685
 4,315
 (1,477) 1994 09/30/05 13 to 30 Years
Carmike CinemasColumbia, SC (a) 2,115
 2,091
 
 
 2,115
 2,091
 4,206
 (953) 1996 09/30/05 15 to 30 Years
Carmike CinemasGreensboro, NC (a) 2,359
 2,431
 
 
 2,359
 2,431
 4,790
 (1,149) 1996 09/30/05 15 to 30 Years
Carmike CinemasLongview, TX (a) 1,432
 2,946
 
 
 1,432
 2,946
 4,378
 (1,380) 1995 09/30/05 15 to 30 Years
Carmike CinemasWilmington, NC (a) 1,552
 2,934
 
 
 1,552
 2,934
 4,486
 (1,325) 1997 09/30/05 15 to 30 Years
Carmike CinemasWinston-Salem, NC (a) 1,567
 2,140
 
 
 1,567
 2,140
 3,707
 (1,184) 1993 10/28/05 13 to 30 Years
Carmike CinemasFort Wayne, IN (a) 2,696
 9,849
 682
 
 3,378
 9,849
 13,227
 (3,533) 2005 11/30/05 15 to 40 Years
Carmike CinemasRaleigh, NC (a) 3,636
 8,833
 
 
 3,636
 8,833
 12,469
 (3,792) 1988 06/10/10 9 to 27 Years
Carmike CinemasJohnston, IA (c) 3,046
 10,213
 
 
 3,046
 10,213
 13,259
 (4,184) 1998 06/23/04 15 to 30 Years
Carmike CinemasMissoula, MT (b) 2,333
 3,406
 
 
 2,333
 3,406
 5,739
 (1,310) 1998 06/23/04 15 to 40 Years
Carmike CinemasChubbuck, ID (a) 1,845
 2,691
 
 
 1,845
 2,691
 4,536
 (350) 2004 12/23/14 10 to 30 Years
Carrington CollegePhoenix, AZ (a) 1,840
 3,582
 266
 22
 2,106
 3,604
 5,710
 (1,433) 1975 07/01/05 3 to 40 Years
Carrington CollegeMesquite, TX (d) 2,534
 1,780
 
 
 2,534
 1,780
 4,314
 (616) 1996 07/17/13 8 to 23 Years
Casual MaleCanton, MA (a) 28,721
 27,798
 15
 35
 28,736
 27,833
 56,569
 (10,446) 1962 02/01/06 15 to 30 Years
Cermak Fresh MarketAurora, IL (a) 2,450
 7,566
 
 343
 2,450
 7,909
 10,359
 (317) 1989 01/09/17 10 to 30 Years
ChapalaBoise, ID (a) 809
 601
 (400) (259) 409
 342
 751
 (242) 1998 06/25/04 15 to 30 Years
Charleston's RestaurantNorman, OK (a) 1,466
 2,294
 
 
 1,466
 2,294
 3,760
 (1,164) 1992 07/02/07 14 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Tullahoma, TN (c) 520
 886
 
 
 520
 886
 1,406
 (74) 1996 12/23/14 15 to 40 Years
 Tulsa, OK (a) 983
 1,232
 (497) (573) 486
 659
 1,145
 (611) 1976 02/26/07 14 to 30 Years
 Tulsa, OK (a) 1,540
 1,997
 
 
 1,540
 1,997
 3,537
 (726) 2002 07/02/07 14 to 40 Years
 Tulsa, OK (a) 1,465
 1,728
 
 
 1,465
 1,728
 3,193
 (198) 2013 07/21/14 14 to 30 Years
 Tupelo, MS (a) 1,131
 1,175
 (371) (435) 760
 740
 1,500
 
 1995 07/17/13 7 to 26 Years
 Union Gap, WA (c) 522
 2,218
 
 
 522
 2,218
 2,740
 (220) 2004 07/17/13 13 to 40 Years
 Upper Marlboro, MD (a) 290
 172
 
 
 290
 172
 462
 (137) 1983 11/27/06 15 to 20 Years
 Vandalia, IL (a) 409
 202
 
 
 409
 202
 611
 (331) 1977 09/23/05 10 to 15 Years
 Vinton, IA (a) 121
 114
 
 
 121
 114
 235
 (168) 1978 09/23/05 10 to 15 Years
 Walkersville, MD (a) 381
 238
 
 68
 381
 306
 687
 (161) 1985 11/27/06 11 to 20 Years
 Walla Walla, WA (c) 665
 2,072
 
 
 665
 2,072
 2,737
 (278) 2005 07/17/13 11 to 35 Years
 Warner Robins, GA (c) 1,228
 1,714
 
 
 1,228
 1,714
 2,942
 (212) 1994 07/17/13 11 to 40 Years
 Warren, OH (a) 973
 640
 
 
 973
 640
 1,613
 (293) 1999 02/06/07 15 to 30 Years
 Warren, PA (a) 383
 427
 
 
 383
 427
 810
 (235) 1970 02/06/07 15 to 30 Years
 Warrenton, VA (a) 378
 254
 
 
 378
 254
 632
 (170) 1985 12/19/06 14 to 20 Years
 Warwick, RI (a) 1,593
 1,314
 
 
 1,593
 1,314
 2,907
 (542) 1990 12/31/07 15 to 40 Years
 Waterford, MI (c) 761
 1,958
 
 
 761
 1,958
 2,719
 (130) 1997 02/10/15 15 to 40 Years
 Wesley Chapel, FL (c) 2,672
 1,725
 
 
 2,672
 1,725
 4,397
 (95) 2015 08/18/15 14 to 40 Years
 Whittier, CA (a) 1,439
 1,874
 
 
 1,439
 1,874
 3,313
 (132) 1991 12/19/14 15 to 40 Years
 Wichita Falls, TX (a) 851
 1,077
 (271) (317) 580
 760
 1,340
 (839) 1976 02/26/07 14 to 20 Years
 Winfield, KS (a) 239
 866
 
 
 239
 866
 1,105
 (104) 1995 06/04/14 15 to 30 Years
 Winston-Salem, NC (c) 1,707
 1,873
 
 
 1,707
 1,873
 3,580
 
 1998 12/22/16 13 to 40 Years
 Woodbury, MN (a) 555
 411
 (146) (86) 409
 325
 734
 (139) 1987 05/24/05 15 to 30 Years
 Woodbury, MN (a) 3,165
 1,707
 
 
 3,165
 1,707
 4,872
 (241) 1995 05/22/14 15 to 30 Years
 Youngstown, OH (a) 1,560
 557
 
 
 1,560
 557
 2,117
 (268) 1985 02/06/07 15 to 30 Years
 Zanesville, OH (c) 1,088
 2,218
 
 
 1,088
 2,218
 3,306
 
 1992 12/22/16 11 to 30 Years

Charleston's RestaurantTulsa, OK (a) 1,540
 1,997
 
 
 1,540
 1,997
 3,537
 (803) 2002 07/02/07 14 to 40 Years
Chick-Fil-ACarrollton, GA (b) 985
 725
 
 
 985
 725
 1,710
 (168) 1995 07/17/13 11 to 33 Years
Childcare NetworkEvans, GA (d) 508
 640
 
 
 508
 640
 1,148
 (93) 2003 11/14/14 15 to 30 Years
Childcare NetworkStockbridge, GA (d) 533
 1,236
 
 (16) 533
 1,220
 1,753
 (177) 2000 10/31/14 15 to 30 Years
Childcare NetworkWarner Robins, GA (d) 431
 620
 
 
 431
 620
 1,051
 (107) 1995 02/27/15 15 to 20 Years
Childcare NetworkFort Walton Beach, FL (d) 200
 491
 
 
 200
 491
 691
 (58) 1977 02/27/15 15 to 30 Years
Childcare NetworkSanford, NC (d) 200
 611
 
 
 200
 611
 811
 (71) 2002 02/27/15 15 to 30 Years
Childcare NetworkNorcross, GA (d) 831
 624
 
 
 831
 624
 1,455
 (118) 1985 03/30/15 15 to 20 Years
Childcare NetworkGrand Prairie, TX (d) 1,057
 2,350
 
 
 1,057
 2,350
 3,407
 (279) 2007 07/17/15 15 to 30 Years
Childcare NetworkDenton, TX (d) 626
 1,909
 
 
 626
 1,909
 2,535
 (198) 2000 07/17/15 15 to 30 Years
Childcare NetworkFort Worth, TX (d) 392
 871
 
 
 392
 871
 1,263
 (111) 2006 07/17/15 15 to 30 Years
Childcare NetworkColumbus, GA (d) 342
 1,096
 
 30
 342
 1,126
 1,468
 (88) 2015 12/22/15 15 to 40 Years
Childcare NetworkHigh Point, NC (d) 205
 978
 
 
 205
 978
 1,183
 (78) 1981 12/22/15 15 to 30 Years
Childcare NetworkHampton, GA (d) 391
 460
 
 
 391
 460
 851
 (57) 2005 12/22/15 15 to 30 Years
Childcare NetworkMarietta, GA (b) 538
 792
 
 11
 538
 803
 1,341
 (51) 2009 09/28/16 11 to 30 Years
Childcare NetworkChattanooga, TN (b) 684
 841
 
 11
 684
 852
 1,536
 (50) 1999 09/28/16 10 to 30 Years
Childcare NetworkElon, NC (d) 486
 846
 
 
 486
 846
 1,332
 (65) 1998 12/02/16 4 to 30 Years
Childcare NetworkWinston-Salem, NC (d) 541
 659
 
 
 541
 659
 1,200
 (41) 1993 12/02/16 5 to 30 Years
Childcare NetworkGreensboro, NC (d) 360
 540
 
 
 360
 540
 900
 (26) 1949 12/02/16 9 to 30 Years
Childcare NetworkEast Point, GA (d) 411
 1,279
 
 
 411
 1,279
 1,690
 (49) 2016 12/13/16 14 to 40 Years
Childcare NetworkBurlington, NC (d) 306
 533
 
 
 306
 533
 839
 (36) 1971 12/13/16 7 to 20 Years
Restaurants - Quick Service                      
 Aberdeen, NC (a) 564
 338
 
 
 564
 338
 902
 (51) 1994 09/17/13 15 to 30 Years
 Abilene, TX (c) 198
 311
 
 
 198
 311
 509
 (60) 1975 07/17/13 10 to 26 Years
 Abilene, TX (c) 1,132
 1,292
 
 
 1,132
 1,292
 2,424
 (31) 1979 06/30/16 5 to 30 Years
 Abilene, TX (c) 510
 818
 
 
 510
 818
 1,328
 (20) 1977 06/30/16 5 to 30 Years
 Adairsville, GA (a) 557
 318
 
 
 557
 318
 875
 (177) 1986 09/29/06 15 to 20 Years
 Akron, OH (a) 247
 198
 
 
 247
 198
 445
 (137) 1971 05/25/05 15 to 20 Years
 Akron, OH (a) 218
 273
 
 
 218
 273
 491
 (165) 1976 05/25/05 15 to 20 Years
Children's NetworkPensacola, FL (d) 390
 1,360
 
 
 390
 1,360
 1,750
 (30) 2016 02/23/17 15 to 50 Years
ChildtimeCuyahoga Falls, OH (b) 279
 727
 
 
 279
 727
 1,006
 (204) 1974 07/17/13 8 to 25 Years
ChildtimeArlington, TX (b) 365
 532
 
 
 365
 532
 897
 (163) 2006 07/17/13 10 to 33 Years
ChildtimeOklahoma City, OK (b) 290
 341
 
 
 290
 341
 631
 (116) 1985 07/17/13 11 to 19 Years
ChildtimeRochester, NY (b) 242
 539
 
 
 242
 539
 781
 (130) 1981 07/17/13 8 to 28 Years
ChildtimeModesto, CA (b) 386
 664
 
 
 386
 664
 1,050
 (183) 1986 07/17/13 9 to 22 Years
ChildtimeMorrisville, NC (d) 544
 1,378
 
 
 544
 1,378
 1,922
 (148) 2010 02/19/15 15 to 40 Years
Chili'sParis, TX (d) 552
 1,821
 
 
 552
 1,821
 2,373
 (311) 1999 07/17/13 11 to 35 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Akron, OH (a) 310
 394
 
 
 310
 394
 704
 (233) 1982 05/25/05 15 to 20 Years
 Alamo, TX (c) 1,745
 715
 
 
 1,745
 715
 2,460
 (87) 1984 07/17/13 9 to 35 Years
 Albermarle, NC (a) 639
 310
 
 
 639
 310
 949
 (50) 1993 09/17/13 15 to 30 Years
 Albuquerque, NM (c) 265
 575
 
 
 265
 575
 840
 (121) 1980 07/17/13 11 to 26 Years
 Albuquerque, NM (c) 466
 591
 
 
 466
 591
 1,057
 (94) 1976 07/17/13 11 to 35 Years
 Albuquerque, NM (c) 267
 439
 
 
 267
 439
 706
 (104) 1975 07/17/13 11 to 25 Years
 Albuquerque, NM (c) 293
 300
 
 
 293
 300
 593
 (89) 1976 07/17/13 11 to 25 Years
 Altus, OK (c) 70
 413
 
 
 70
 413
 483
 (75) 1980 07/17/13 7 to 25 Years
 Altus, OK (a) 103
 237
 
 
 103
 237
 340
 (50) 2007 07/17/13 4 to 28 Years
 Amarillo, TX (a) 538
 615
 
 
 538
 615
 1,153
 (33) 1985 12/29/15 15 to 30 Years
 Americus, GA (c) 282
 406
 
 
 282
 406
 688
 (98) 1978 07/17/13 11 to 23 Years
 Anderson, IN (a) 363
 700
 
 
 363
 700
 1,063
 (183) 1995 07/17/13 8 to 17 Years
 Apopka, FL (a) 1,038
 482
 
 
 1,038
 482
 1,520
 (581) 1977 06/25/04 10 to 15 Years
 Arlington, TX (c) 449
 128
 
 
 449
 128
 577
 (10) 1978 06/30/16 5 to 10 Years
 Arlington, TX (c) 540
 1,205
 
 
 540
 1,205
 1,745
 (26) 1981 06/30/16 5 to 30 Years
 Artesia, NM (a) 435
 1,106
 
 
 435
 1,106
 1,541
 (139) 1984 04/16/14 15 to 30 Years
 Atlanta, GA (a) 513
 483
 
 
 513
 483
 996
 (101) 2002 02/02/12 15 to 30 Years
 Atlanta, GA (c) 336
 346
 
 
 336
 346
 682
 (102) 1981 07/17/13 11 to 22 Years
 Atlanta, GA (c) 554
 258
 
 
 554
 258
 812
 (84) 1980 07/17/13 11 to 23 Years
 Atlanta, GA (c) 683
 5
 
 
 683
 5
 688
 (49) 1975 07/17/13 11 to 23 Years
 Atlanta, GA (c) 394
 268
 
 
 394
 268
 662
 (105) 1975 07/17/13 11 to 16 Years
 Atlanta, GA (a) 309
 867
 
 
 309
 867
 1,176
 (111) 1994 12/24/13 15 to 30 Years
 Auburn, CA (a) 579
 299
 
 
 579
 299
 878
 (140) 1992 12/29/06 15 to 30 Years
 Aurora, IL (a) 286
 726
 
 
 286
 726
 1,012
 (344) 1998 12/29/06 15 to 30 Years
 Austell, GA (a) 838
 216
 
 
 838
 216
 1,054
 (218) 1962 02/28/06 15 to 20 Years
 Austin, TX (c) 531
 794
 
 
 531
 794
 1,325
 (106) 1967 07/17/13 11 to 32 Years
 Austin, TX (c) 904
 477
 
 
 904
 477
 1,381
 (68) 1976 07/17/13 11 to 35 Years
 Austin, TX (c) 418
 872
 
 
 418
 872
 1,290
 (109) 1986 07/17/13 11 to 35 Years
 Austin, TX (c) 689
 634
 
 
 689
 634
 1,323
 (108) 2003 07/17/13 11 to 35 Years
 Balch Springs, TX (c) 329
 576
 
 
 329
 576
 905
 (114) 1986 07/17/13 11 to 31 Years
 Bartlett, TN (a) 411
 
 
 
 411
 
 411
 
 (f) 10/30/13 (f)
 Bartonville, IL (a) 410
 856
 
 
 410
 856
 1,266
 (178) 1980 12/21/12 15 to 30 Years
 Baton Rouge, LA (a) 565
 286
 
 
 565
 286
 851
 (227) 1991 06/25/04 15 to 20 Years
Chili'sTilton, NH (d) 1,565
 
 
 
 1,565
 
 1,565
 
 (f) 07/17/13 (f)
Church's ChickenMansfield, OH (a) 225
 327
 
 
 225
 327
 552
 (204) 1972 05/25/05 15 to 20 Years
Church's ChickenAkron, OH (a) 247
 198
 
 
 247
 198
 445
 (152) 1971 05/25/05 15 to 20 Years
Church's ChickenColumbus, OH (a) 268
 354
 
 
 268
 354
 622
 (240) 1975 05/25/05 15 to 20 Years
Church's ChickenSt. Louis, MO (a) 290
 211
 
 
 290
 211
 501
 (168) 1973 05/25/05 15 to 20 Years
Church's ChickenColumbus, OH (a) 294
 262
 
 
 294
 262
 556
 (195) 1976 05/25/05 15 to 20 Years
Church's ChickenAkron, OH (a) 218
 273
 
 
 218
 273
 491
 (182) 1976 05/25/05 15 to 20 Years
Church's ChickenSt. Louis, MO (a) 231
 337
 
 
 231
 337
 568
 (216) 1972 05/25/05 15 to 20 Years
Church's ChickenCanton, OH (a) 215
 483
 
 
 215
 483
 698
 (277) 1974 05/25/05 15 to 20 Years
Church's ChickenSt. Louis, MO (a) 189
 227
 
 
 189
 227
 416
 (161) 1972 05/25/05 15 to 20 Years
Church's ChickenMaplewood, MO (a) 180
 225
 
 
 180
 225
 405
 (153) 1980 05/25/05 15 to 20 Years
Church's ChickenAkron, OH (a) 310
 394
 
 
 310
 394
 704
 (257) 1982 05/25/05 15 to 20 Years
Church's ChickenOverland, MO (a) 278
 494
 
 
 278
 494
 772
 (305) 1972 05/25/05 15 to 20 Years
Church's ChickenFlint, MI (a) 340
 258
 
 
 340
 258
 598
 (193) 1979 05/25/05 15 to 20 Years
Church's ChickenSt. Louis, MO (a) 464
 218
 
 
 464
 218
 682
 (192) 1978 05/25/05 15 to 20 Years
Church's ChickenFerguson, MO (a) 293
 212
 
 
 293
 212
 505
 (164) 1974 05/25/05 15 to 20 Years
Church's ChickenDetroit, MI (a) 425
 200
 
 
 425
 200
 625
 (153) 1977 05/25/05 15 to 20 Years
Church's ChickenNormandy, MO (a) 265
 329
 (6) 
 259
 329
 588
 (224) 1978 05/25/05 15 to 20 Years
Church's ChickenDetroit, MI (a) 351
 209
 
 
 351
 209
 560
 (155) 1977 05/25/05 15 to 20 Years
Church's ChickenDetroit, MI (a) 426
 223
 
 
 426
 223
 649
 (171) 1979 05/25/05 15 to 20 Years
Church's ChickenWarren, MI (a) 488
 215
 
 
 488
 215
 703
 (162) 1979 05/25/05 15 to 20 Years
Church's ChickenDetroit, MI (a) 413
 235
 
 
 413
 235
 648
 (174) 1977 05/25/05 15 to 20 Years
Church's ChickenDetroit, MI (a) 301
 219
 
 
 301
 219
 520
 (156) 1972 05/25/05 15 to 20 Years
Church's ChickenDetroit, MI (a) 270
 305
 
 
 270
 305
 575
 (189) 1976 05/25/05 15 to 20 Years
Church's ChickenDetroit, MI (a) 271
 157
 
 
 271
 157
 428
 (119) 1978 05/25/05 15 to 20 Years
Church's ChickenDetroit, MI (a) 385
 258
 
 
 385
 258
 643
 (195) 1979 05/25/05 15 to 20 Years
Church's ChickenIndianapolis, IN (a) 258
 262
 
 
 258
 262
 520
 (204) 1970 05/25/05 15 to 20 Years
Church's ChickenIndianapolis, IN (a) 266
 310
 
 
 266
 310
 576
 (218) 1971 05/25/05 15 to 20 Years
Church's ChickenDetroit, MI (a) 428
 189
 
 
 428
 189
 617
 (144) 1979 05/25/05 15 to 20 Years
Church's ChickenIndianapolis, IN (a) 170
 749
 
 
 170
 749
 919
 (427) 1983 05/25/05 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Baton Rouge, LA (a) 594
 417
 
 
 594
 417
 1,011
 (299) 1979 06/25/04 15 to 20 Years
 Baton Rouge, LA (a) 391
 599
 
 
 391
 599
 990
 (355) 1980 09/24/04 15 to 20 Years
 Baton Rouge, LA (a) 747
 558
 
 
 747
 558
 1,305
 (401) 1984 09/24/04 15 to 20 Years
 Baton Rouge, LA (a) 472
 642
 
 
 472
 642
 1,114
 (289) 1987 09/24/04 15 to 30 Years
 Bay Minette, AL (a) 583
 754
 
 
 583
 754
 1,337
 (90) 2000 09/22/14 15 to 30 Years
 Beaumont, TX (c) 581
 284
 
 
 581
 284
 865
 (45) 2001 08/31/15 15 to 20 Years
 Beaumont, TX (c) 777
 246
 
 
 777
 246
 1,023
 (46) 2000 08/31/15 15 to 20 Years
 Beaumont, TX (c) 758
 325
 
 
 758
 325
 1,083
 (49) 2007 08/31/15 15 to 30 Years
 Bedford, TX (c) 694
 516
 
 
 694
 516
 1,210
 (19) 1977 06/30/16 5 to 20 Years
 Beeville, TX (c) 120
 488
 
 
 120
 488
 608
 (95) 1972 07/17/13 9 to 25 Years
 Bellefontaine, OH (a) 388
 778
 (12) 
 376
 778
 1,154
 (433) 1989 12/29/06 15 to 20 Years
 Bentonville, AR (a) 635
 900
 
 
 635
 900
 1,535
 (396) 2004 07/07/05 15 to 30 Years
 Birmingham, AL (c) 192
 656
 
 
 192
 656
 848
 (150) 1981 07/17/13 7 to 19 Years
 Birmingham, AL (c) 120
 151
 
 
 120
 151
 271
 (56) 1970 07/17/13 6 to 15 Years
 Birmingham, AL (c) 119
 158
 
 
 119
 158
 277
 (54) 1970 07/17/13 5 to 15 Years
 Birmingham, AL (c) 107
 508
 
 
 107
 508
 615
 (111) 1983 07/17/13 7 to 19 Years
 Birmingham, AL (c) 131
 526
 
 
 131
 526
 657
 (119) 1984 07/17/13 7 to 19 Years
 Bloomsburg, PA (c) 698
 823
 
 
 698
 823
 1,521
 (80) 1993 11/18/14 15 to 30 Years
 Blue Springs, MO (c) 688
 119
 101
 (119) 789
 
 789
 
 (f) 08/27/09 (f)
 Bolingbrook, IL (a) 762
 821
 
 
 762
 821
 1,583
 (488) 1994 09/23/05 15 to 20 Years
 Boone, NC (a) 750
 379
 
 
 750
 379
 1,129
 (213) 2006 12/29/06 15 to 30 Years
 Bowling Green, KY (c) 756
 205
 
 
 756
 205
 961
 (65) 2007 07/17/13 4 to 39 Years
 Brazil, IN (a) 391
 903
 
 
 391
 903
 1,294
 (142) 1996 07/17/13 8 to 33 Years
 Bristol, TN (a) 484
 134
 
 
 484
 134
 618
 (223) 1991 07/01/05 15 to 20 Years
 Bristol, TN (a) 474
 282
 
 
 474
 282
 756
 (143) 1985 12/21/12 10 to 15 Years
 Bristol, VA (a) 492
 366
 
 
 492
 366
 858
 (136) 1982 12/21/12 15 to 20 Years
 Bristol, VA (a) 369
 564
 
 
 369
 564
 933
 (152) 1991 12/21/12 15 to 20 Years
 Broken Arrow, OK (c) 849
 1,020
 
 
 849
 1,020
 1,869
 (26) 1986 06/30/16 5 to 30 Years
 Brownsville, TX (c) 795
 556
 
 
 795
 556
 1,351
 (72) 1977 07/17/13 10 to 35 Years
 Brownsville, TX (c) 667
 785
 
 
 667
 785
 1,452
 (100) 1985 07/17/13 10 to 35 Years
 Brownsville, TX (c) 369
 679
 
 
 369
 679
 1,048
 (97) 1972 07/17/13 11 to 35 Years
 Brownsville, TX (c) 267
 652
 
 
 267
 652
 919
 (81) 2000 07/17/13 10 to 35 Years
 Brownsville, TX (c) 430
 656
 
 
 430
 656
 1,086
 (133) 1985 07/17/13 11 to 29 Years
 Brownsville, TX (c) 571
 930
 
 
 571
 930
 1,501
 (140) 2002 07/17/13 11 to 35 Years
Church's ChickenWashington Park, IL (a) 119
 324
 
 
 119
 324
 443
 (208) 1980 05/25/05 15 to 20 Years
Church's ChickenIndianapolis, IN (a) 449
 153
 
 
 449
 153
 602
 (155) 1968 05/25/05 15 to 20 Years
Church's ChickenGary, IN (a) 109
 410
 
 
 109
 410
 519
 (250) 1980 05/25/05 15 to 20 Years
Church's ChickenHarvey, IL (a) 361
 269
 (80) 
 281
 269
 550
 (364) 1978 05/25/05 15 to 20 Years
Church's ChickenIndianapolis, IN (a) 370
 150
 
 
 370
 150
 520
 (138) 1970 05/25/05 15 to 20 Years
Church's ChickenPeoria, IL (a) 154
 320
 
 
 154
 320
 474
 (217) 1976 05/25/05 15 to 20 Years
Church's ChickenGary, IN (a) 210
 318
 
 
 210
 318
 528
 (240) 1979 05/25/05 15 to 20 Years
Church's ChickenGary, IN (a) 161
 493
 
 
 161
 493
 654
 (316) 1973 05/25/05 15 to 20 Years
Church's ChickenChicago, IL (a) 313
 275
 
 
 313
 275
 588
 (170) 1982 05/25/05 15 to 20 Years
Church's ChickenJoliet, IL (a) 245
 193
 
 
 245
 193
 438
 (155) 1985 05/25/05 15 to 20 Years
Church's ChickenChicago, IL (a) 340
 220
 
 
 340
 220
 560
 (159) 1975 05/25/05 15 to 20 Years
Church's ChickenChicago, IL (a) 242
 244
 
 
 242
 244
 486
 (174) 1970 05/25/05 15 to 20 Years
Church's ChickenEast St. Louis, IL (a) 117
 334
 
 
 117
 334
 451
 (158) 1990 05/25/05 15 to 30 Years
Church's ChickenChicago, IL (a) 242
 256
 
 
 242
 256
 498
 (167) 1974 05/25/05 15 to 20 Years
Church's ChickenChicago, IL (a) 532
 279
 
 
 532
 279
 811
 (184) 1982 05/25/05 15 to 20 Years
Church's ChickenChicago, IL (a) 289
 260
 
 
 289
 260
 549
 (166) 1982 05/25/05 15 to 20 Years
Church's ChickenBirmingham, AL (d) 192
 656
 
 
 192
 656
 848
 (194) 1981 07/17/13 7 to 19 Years
Church's ChickenBirmingham, AL (d) 107
 508
 
 
 107
 508
 615
 (143) 1983 07/17/13 7 to 19 Years
Church's ChickenBirmingham, AL (d) 131
 526
 
 
 131
 526
 657
 (153) 1984 07/17/13 7 to 19 Years
Church's ChickenGreensboro, AL (d) 100
 663
 
 
 100
 663
 763
 (121) 1986 07/17/13 7 to 35 Years
Church's ChickenMontgomery, AL (d) 288
 623
 
 
 288
 623
 911
 (108) 1998 07/17/13 9 to 35 Years
Church's ChickenMontgomery, AL (d) 177
 516
 
 
 177
 516
 693
 (170) 1984 07/17/13 9 to 19 Years
Church's ChickenMontgomery, AL (d) 247
 376
 
 
 247
 376
 623
 (124) 1999 07/17/13 10 to 24 Years
Church's ChickenMontgomery, AL (d) 455
 579
 
 
 455
 579
 1,034
 (130) 1972 07/17/13 11 to 33 Years
Church's ChickenMontgomery, AL (d) 313
 601
 
 
 313
 601
 914
 (171) 1999 07/17/13 10 to 27 Years
Church's ChickenPhenix City, AL (d) 493
 497
 
 
 493
 497
 990
 (81) 1978 07/17/13 8 to 35 Years
Church's ChickenTalladega, AL (d) 247
 245
 
 
 247
 245
 492
 (117) 1998 07/17/13 11 to 21 Years
Church's ChickenLittle Rock, AR (d) 99
 500
 
 
 99
 500
 599
 (100) 1970 07/17/13 8 to 30 Years
Church's ChickenLittle Rock, AR (d) 332
 432
 
 
 332
 432
 764
 (78) 1971 07/17/13 9 to 35 Years
Church's ChickenLittle Rock, AR (d) 263
 492
 
 
 263
 492
 755
 (92) 1975 07/17/13 9 to 35 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Brunswick, GA (a) 774
 614
 
 
 774
 614
 1,388
 (371) 1999 09/24/04 15 to 20 Years
 Bryan, TX (c) 441
 766
 
 
 441
 766
 1,207
 (90) 1972 07/17/13 10 to 35 Years
 Buckhannon, WV (a) 438
 529
 
 
 438
 529
 967
 (142) 1978 12/21/12 15 to 20 Years
 Buffalo, NY (a) 737
 629
 
 
 737
 629
 1,366
 (244) 1993 11/10/05 15 to 30 Years
 Buffalo, NY (a) 821
 694
 
 
 821
 694
 1,515
 (273) 1976 11/10/05 15 to 30 Years
 Calhoun, GA (a) 503
 713
 
 
 503
 713
 1,216
 (149) 1988 02/02/12 15 to 30 Years
 Canton, OH (a) 215
 483
 
 
 215
 483
 698
 (251) 1974 05/25/05 15 to 20 Years
 Carrollton, GA (a) 508
 603
 
 
 508
 603
 1,111
 (233) 2000 02/28/06 15 to 40 Years
 Carrollton, GA (a) 613
 503
 
 
 613
 503
 1,116
 (144) 1988 02/02/12 15 to 20 Years
 Carrollton, KY (a) 229
 730
 
 
 229
 730
 959
 (294) 1990 06/30/09 13 to 28 Years
 Carrolton, TX (c) 361
 415
 
 
 361
 415
 776
 (99) 1997 07/17/13 11 to 25 Years
 Cartersville, GA (a) 581
 730
 
 
 581
 730
 1,311
 (343) 1997 02/28/06 15 to 30 Years
 Cartersville, GA (a) 439
 451
 
 
 439
 451
 890
 (252) 1990 02/28/06 15 to 30 Years
 Cedar Hill, TX (a) 620
 501
 
 
 620
 501
 1,121
 (274) 2005 12/29/06 15 to 30 Years
 Celina, TX (c) 411
 199
 
 
 411
 199
 610
 (12) 2003 07/25/16 13 to 20 Years
 Champlin, MN (c) 710
 408
 
 
 710
 408
 1,118
 (61) 2004 03/20/15 8 to 20 Years
 Chattanooga, TN (a) 482
 682
 
 
 482
 682
 1,164
 (327) 1997 06/25/04 15 to 30 Years
 Chattanooga, TN (a) 600
 389
 
 
 600
 389
 989
 (176) 1995 09/29/06 15 to 30 Years
 Chattanooga, TN (c) 175
 271
 
 
 175
 271
 446
 (59) 2007 07/17/13 3 to 26 Years
 Cheektowaga, NY (a) 561
 549
 
 
 561
 549
 1,110
 (231) 1985 11/10/05 15 to 30 Years
 Chicago, IL (a) 313
 275
 
 
 313
 275
 588
 (154) 1982 05/25/05 15 to 20 Years
 Chicago, IL (a) 340
 220
 
 
 340
 220
 560
 (144) 1975 05/25/05 15 to 20 Years
 Chicago, IL (a) 242
 244
 
 
 242
 244
 486
 (158) 1970 05/25/05 15 to 20 Years
 Chicago, IL (a) 242
 256
 
 
 242
 256
 498
 (151) 1974 05/25/05 15 to 20 Years
 Chicago, IL (a) 532
 279
 
 
 532
 279
 811
 (167) 1982 05/25/05 15 to 20 Years
 Chicago, IL (a) 289
 260
 
 
 289
 260
 549
 (150) 1982 05/25/05 15 to 20 Years
 Chicago, IL (a) 976
 271
 
 
 976
 271
 1,247
 (309) 1987 09/23/05 10 to 15 Years
 Christiansburg, VA (a) 666
 168
 
 
 666
 168
 834
 (279) 1994 07/01/05 15 to 20 Years
 Claremore, OK (c) 903
 932
 
 
 903
 932
 1,835
 (23) 1985 06/30/16 5 to 30 Years
 Cleburne, TX (c) 129
 482
 
 
 129
 482
 611
 (92) 1997 07/17/13 9 to 25 Years
 Cleveland, TN (a) 501
 459
 
 
 501
 459
 960
 (185) 2004 12/29/06 15 to 40 Years
 College Park, GA (c) 839
 1,439
 
 
 839
 1,439
 2,278
 (91) 2007 07/01/15 15 to 30 Years
 Collierville, TN (a) 539
 
 
 
 539
 
 539
 
 (f) 10/30/13 (f)
Church's ChickenNorth Little Rock, AR (d) 128
 351
 
 
 128
 351
 479
 (85) 1999 07/17/13 10 to 28 Years
Church's ChickenPine Bluff, AR (d) 854
 431
 
 
 854
 431
 1,285
 (75) 1971 07/17/13 7 to 35 Years
Church's ChickenNogales, AZ (d) 207
 448
 
 
 207
 448
 655
 (111) 1976 07/17/13 11 to 25 Years
Church's ChickenPhoenix, AZ (d) 523
 97
 
 
 523
 97
 620
 (60) 1976 07/17/13 9 to 16 Years
Church's ChickenPhoenix, AZ (d) 321
 276
 
 
 321
 276
 597
 (96) 1975 07/17/13 10 to 20 Years
Church's ChickenPhoenix, AZ (d) 384
 528
 
 
 384
 528
 912
 (117) 1974 07/17/13 11 to 27 Years
Church's ChickenPhoenix, AZ (d) 368
 267
 
 
 368
 267
 635
 (72) 1974 07/17/13 11 to 23 Years
Church's ChickenPhoenix, AZ (d) 415
 403
 
 
 415
 403
 818
 (89) 1975 07/17/13 8 to 27 Years
Church's ChickenPhoenix, AZ (d) 599
 412
 
 
 599
 412
 1,011
 (87) 1980 07/17/13 10 to 35 Years
Church's ChickenPhoenix, AZ (d) 400
 120
 
 
 400
 120
 520
 (65) 1977 07/17/13 11 to 13 Years
Church's ChickenOro Valley, AZ (d) 262
 193
 
 
 262
 193
 455
 (79) 1983 07/17/13 11 to 23 Years
Church's ChickenTucson, AZ (d) 191
 552
 
 
 191
 552
 743
 (93) 1981 07/17/13 11 to 35 Years
Church's ChickenTucson, AZ (d) 349
 479
 
 
 349
 479
 828
 (93) 1976 07/17/13 11 to 35 Years
Church's ChickenTucson, AZ (d) 221
 434
 
 
 221
 434
 655
 (94) 1980 07/17/13 11 to 27 Years
Church's ChickenAmericus, GA (d) 282
 406
 
 
 282
 406
 688
 (127) 1978 07/17/13 11 to 23 Years
Church's ChickenAtlanta, GA (d) 336
 346
 
 
 336
 346
 682
 (132) 1981 07/17/13 11 to 22 Years
Church's ChickenAtlanta, GA (d) 554
 258
 
 
 554
 258
 812
 (109) 1980 07/17/13 11 to 23 Years
Church's ChickenAtlanta, GA (d) 683
 5
 
 
 683
 5
 688
 (63) 1975 07/17/13 11 to 23 Years
Church's ChickenAtlanta, GA (d) 394
 268
 
 
 394
 268
 662
 (136) 1975 07/17/13 11 to 16 Years
Church's ChickenColumbus, GA (d) 640
 403
 
 
 640
 403
 1,043
 (131) 1983 07/17/13 11 to 23 Years
Church's ChickenColumbus, GA (d) 342
 49
 
 
 342
 49
 391
 (69) 1978 07/17/13 9 to 23 Years
Church's ChickenCordele, GA (d) 459
 181
 
 
 459
 181
 640
 (68) 1980 07/17/13 11 to 35 Years
Church's ChickenDecatur, GA (d) 459
 133
 
 
 459
 133
 592
 (70) 1974 07/17/13 11 to 20 Years
Church's ChickenDecatur, GA (d) 566
 49
 
 
 566
 49
 615
 (100) 1979 07/17/13 3 to 11 Years
Church's ChickenDecatur, GA (d) 570
 30
 
 
 570
 30
 600
 (61) 1981 07/17/13 7 to 25 Years
Church's ChickenEast Point, GA (d) 429
 245
 
 
 429
 245
 674
 (125) 1977 07/17/13 11 to 19 Years
Church's ChickenFort Valley, GA (d) 353
 379
 
 
 353
 379
 732
 (137) 1985 07/17/13 11 to 23 Years
Church's ChickenGriffin, GA (d) 215
 492
 
 
 215
 492
 707
 (126) 1978 07/17/13 11 to 25 Years
Church's ChickenLaGrange, GA (d) 555
 44
 
 
 555
 44
 599
 (175) 1978 07/17/13 7 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Columbia, MO (a) 339
 1,126
 
 
 339
 1,126
 1,465
 (136) 1985 12/24/13 15 to 30 Years
 Columbus, GA (c) 640
 403
 
 
 640
 403
 1,043
 (101) 1983 07/17/13 11 to 23 Years
 Columbus, GA (c) 342
 49
 
 
 342
 49
 391
 (54) 1978 07/17/13 9 to 23 Years
 Columbus, OH (a) 268
 354
 
 
 268
 354
 622
 (217) 1975 05/25/05 15 to 20 Years
 Columbus, OH (a) 294
 262
 
 
 294
 262
 556
 (177) 1976 05/25/05 15 to 20 Years
 Commerce, GA (a) 219
 797
 
 
 219
 797
 1,016
 (104) 1990 12/24/13 15 to 30 Years
 Concord, NC (a) 244
 310
 
 
 244
 310
 554
 (46) 1993 09/17/13 15 to 30 Years
 Concord, NC (a) 855
 348
 
 
 855
 348
 1,203
 (66) 2004 09/17/13 15 to 30 Years
 Copperas Cove, TX (c) 186
 249
 
 
 186
 249
 435
 (54) 1973 07/17/13 11 to 23 Years
 Cordele, GA (c) 459
 181
 
 
 459
 181
 640
 (53) 1980 07/17/13 11 to 35 Years
 Covington, GA (a) 526
 665
 
 
 526
 665
 1,191
 (131) 2001 02/02/12 15 to 30 Years
 Covington, TN (c) 343
 152
 
 
 343
 152
 495
 (68) 2007 07/17/13 3 to 24 Years
 Crawfordsville, IN (a) 557
 624
 
 
 557
 624
 1,181
 (293) 1998 09/23/05 15 to 30 Years
 Creedmoor, NC (a) 451
 367
 
 
 451
 367
 818
 (80) 2006 09/17/13 15 to 30 Years
 Crossville, TN (a) 353
 382
 
 
 353
 382
 735
 (117) 1977 09/01/05 15 to 40 Years
 Cumming, GA (a) 967
 844
 
 
 967
 844
 1,811
 (409) 1986 09/24/04 15 to 30 Years
 Cumming, GA (a) 408
 827
 
 
 408
 827
 1,235
 (113) 1988 12/24/13 15 to 30 Years
 Dallas, TX (c) 88
 215
 
 
 88
 215
 303
 (60) 1980 07/17/13 9 to 19 Years
 Dallas, TX (c) 249
 431
 
 
 249
 431
 680
 (63) 1985 07/17/13 9 to 33 Years
 Dallas, TX (c) 164
 431
 
 
 164
 431
 595
 (99) 1968 07/17/13 10 to 18 Years
 Dallas, TX (c) 174
 450
 
 
 174
 450
 624
 (83) 1969 07/17/13 10 to 26 Years
 Dallas, TX (c) 236
 339
 
 
 236
 339
 575
 (68) 1971 07/17/13 10 to 23 Years
 Dallas, TX (c) 315
 209
 
 
 315
 209
 524
 (49) 1999 07/17/13 10 to 25 Years
 Dallas, TX (c) 392
 501
 
 
 392
 501
 893
 (84) 1985 07/17/13 11 to 30 Years
 Dallas, TX (c) 526
 203
 
 
 526
 203
 729
 (14) 1987 06/30/16 5 to 10 Years
 Danville, IL (a) 619
 672
 
 
 619
 672
 1,291
 (349) 1995 12/29/06 15 to 30 Years
 Davenport, IA (a) 441
 646
 
 
 441
 646
 1,087
 (165) 2002 10/03/11 15 to 30 Years
 Dayton, OH (a) 526
 598
 
 
 526
 598
 1,124
 (359) 1982 12/08/09 12 to 17 Years
 Dayton, OH (c) 467
 237
 
 
 467
 237
 704
 (21) 1984 08/21/15 15 to 20 Years
 Decatur, GA (a) 677
 539
 
 
 677
 539
 1,216
 (109) 1989 02/02/12 15 to 30 Years
 Decatur, GA (c) 459
 133
 
 
 459
 133
 592
 (54) 1974 07/17/13 11 to 20 Years
 Decatur, GA (c) 566
 49
 
 
 566
 49
 615
 (89) 1979 07/17/13 3 to 11 Years
 Decatur, GA (c) 554
 49
 
 
 554
 49
 603
 (49) 1977 07/17/13 7 to 25 Years
 Decatur, GA (c) 570
 30
 
 
 570
 30
 600
 (47) 1981 07/17/13 7 to 25 Years
 Decatur, IL (a) 940
 126
 
 
 940
 126
 1,066
 (344) 1992 09/23/05 15 to 20 Years
Church's ChickenMacon, GA (d) 291
 628
 
 
 291
 628
 919
 (110) 1983 07/17/13 10 to 35 Years
Church's ChickenMacon, GA (d) 185
 553
 
 
 185
 553
 738
 (115) 1980 07/17/13 11 to 30 Years
Church's ChickenMarietta, GA (d) 350
 173
 
 
 350
 173
 523
 (86) 1976 07/17/13 11 to 20 Years
Church's ChickenKansas City, MO (d) 312
 574
 
 
 312
 574
 886
 (117) 1996 07/17/13 10 to 30 Years
Church's ChickenKansas City, MO (d) 348
 730
 
 
 348
 730
 1,078
 (131) 1996 07/17/13 10 to 35 Years
Church's ChickenKansas City, MO (d) 462
 673
 
 
 462
 673
 1,135
 (123) 1996 07/17/13 10 to 35 Years
Church's ChickenKansas City, MO (d) 135
 616
 
 
 135
 616
 751
 (137) 1996 07/17/13 10 to 25 Years
Church's ChickenKansas City, MO (d) 310
 580
 
 
 310
 580
 890
 (118) 1996 07/17/13 10 to 31 Years
Church's ChickenKansas City, MO (d) 189
 837
 
 
 189
 837
 1,026
 (186) 1996 07/17/13 9 to 25 Years
Church's ChickenFort Worth, TX (d) 157
 263
 
 
 157
 263
 420
 (92) 1965 07/17/13 11 to 20 Years
Church's ChickenGulfport, MS (d) 540
 429
 
 
 540
 429
 969
 (73) 1971 07/17/13 11 to 35 Years
Church's ChickenJackson, MS (d) 215
 476
 
 
 215
 476
 691
 (114) 1977 07/17/13 11 to 25 Years
Church's ChickenJackson, MS (d) 996
 610
 
 
 996
 610
 1,606
 (125) 1978 07/17/13 11 to 35 Years
Church's ChickenJackson, MS (d) 195
 582
 
 
 195
 582
 777
 (115) 2000 07/17/13 11 to 30 Years
Church's ChickenJackson, MS (d) 447
 555
 
 
 447
 555
 1,002
 (123) 1998 07/17/13 11 to 35 Years
Church's ChickenLaurel, MS (d) 690
 290
 
 
 690
 290
 980
 (96) 1971 07/17/13 11 to 24 Years
Church's ChickenVicksburg, MS (d) 278
 333
 
 
 278
 333
 611
 (99) 1972 07/17/13 11 to 25 Years
Church's ChickenAlbuquerque, NM (d) 265
 575
 
 
 265
 575
 840
 (156) 1980 07/17/13 11 to 26 Years
Church's ChickenAlbuquerque, NM (d) 466
 591
 
 
 466
 591
 1,057
 (121) 1976 07/17/13 11 to 35 Years
Church's ChickenAlbuquerque, NM (d) 267
 439
 
 
 267
 439
 706
 (135) 1975 07/17/13 11 to 25 Years
Church's ChickenAlbuquerque, NM (d) 293
 300
 
 
 293
 300
 593
 (114) 1976 07/17/13 11 to 25 Years
Church's ChickenHobbs, NM (d) 706
 534
 
 
 706
 534
 1,240
 (117) 1974 07/17/13 11 to 35 Years
Church's ChickenRoswell, NM (d) 343
 321
 
 
 343
 321
 664
 (123) 1974 07/17/13 11 to 23 Years
Church's ChickenAltus, OK (d) 70
 413
 
 
 70
 413
 483
 (97) 1980 07/17/13 7 to 25 Years
Church's ChickenOklahoma City, OK (d) 223
 469
 
 
 223
 469
 692
 (142) 1998 07/17/13 8 to 22 Years
Church's ChickenMidwest City, OK (d) 318
 623
 
 
 318
 623
 941
 (112) 1985 07/17/13 9 to 35 Years
Church's ChickenOklahoma City, OK (d) 200
 428
 
 
 200
 428
 628
 (109) 1971 07/17/13 9 to 25 Years
Church's ChickenTulsa, OK (d) 767
 466
 
 
 767
 466
 1,233
 (96) 1976 07/17/13 8 to 35 Years
Church's ChickenTulsa, OK (d) 315
 717
 
 
 315
 717
 1,032
 (123) 1976 07/17/13 10 to 35 Years
Church's ChickenThe Village, OK (d) 211
 650
 
 
 211
 650
 861
 (108) 1978 07/17/13 9 to 35 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Deerfield Beach, FL (a) 668
 295
 
 
 668
 295
 963
 (160) 1970 09/24/04 15 to 30 Years
 Denham Springs, LA (a) 419
 594
 
 
 419
 594
 1,013
 (363) 1983 09/24/04 15 to 20 Years
 Denton, TX (c) 693
 884
 
 
 693
 884
 1,577
 (22) 1995 06/30/16 5 to 30 Years
 Detroit, MI (a) 425
 200
 
 
 425
 200
 625
 (139) 1977 05/25/05 15 to 20 Years
 Detroit, MI (a) 351
 209
 
 
 351
 209
 560
 (140) 1977 05/25/05 15 to 20 Years
 Detroit, MI (a) 426
 223
 
 
 426
 223
 649
 (155) 1979 05/25/05 15 to 20 Years
 Detroit, MI (a) 413
 235
 
 
 413
 235
 648
 (157) 1977 05/25/05 15 to 20 Years
 Detroit, MI (a) 301
 219
 
 
 301
 219
 520
 (141) 1972 05/25/05 15 to 20 Years
 Detroit, MI (a) 270
 305
 
 
 270
 305
 575
 (171) 1976 05/25/05 15 to 20 Years
 Detroit, MI (a) 271
 157
 
 
 271
 157
 428
 (108) 1978 05/25/05 15 to 20 Years
 Detroit, MI (a) 385
 258
 
 
 385
 258
 643
 (176) 1979 05/25/05 15 to 20 Years
 Detroit, MI (a) 428
 189
 
 
 428
 189
 617
 (130) 1979 05/25/05 15 to 20 Years
 Detroit, MI (a) 614
 688
 
 
 614
 688
 1,302
 (421) 1987 02/13/09 13 to 18 Years
 D'Iberville, MS (a) 597
 995
 
 
 597
 995
 1,592
 (106) 2005 07/14/14 15 to 30 Years
 Donna, TX (c) 1,091
 540
 
 
 1,091
 540
 1,631
 (80) 1984 07/17/13 10 to 35 Years
 Douglasville, GA (a) 712
 669
 
 
 712
 669
 1,381
 (249) 2003 02/28/06 15 to 40 Years
 Douglasville, GA (a) 764
 941
 
 
 764
 941
 1,705
 (387) 1990 02/28/06 15 to 30 Years
 Douglasville, GA (a) 127
 
 
 
 127
 
 127
 
 (f) 11/14/14 (f)
 Durham, NC (a) 1,253
 
 
 
 1,253
 
 1,253
 
 (f) 07/17/13 (f)
 Eagle Pass, TX (c) 597
 385
 
 
 597
 385
 982
 (65) 1977 07/17/13 9 to 35 Years
 East Aurora, NY (a) 424
 584
 (129) (329) 295
 255
 550
 
 1982 11/10/05 15 to 20 Years
 East Ellijay, GA (a) 562
 354
 
 
 562
 354
 916
 (244) 1984 12/29/05 15 to 20 Years
 East Point, GA (c) 429
 245
 
 
 429
 245
 674
 (97) 1977 07/17/13 11 to 19 Years
 East St. Louis, IL (a) 117
 334
 
 
 117
 334
 451
 (143) 1990 05/25/05 15 to 30 Years
 Edinburg, TX (c) 624
 888
 
 
 624
 888
 1,512
 (115) 1985 07/17/13 11 to 35 Years
 Effingham, IL (a) 539
 575
 
 
 539
 575
 1,114
 (280) 1985 09/23/05 15 to 30 Years
 Elizabethton, TN (a) 655
 129
 
 
 655
 129
 784
 (226) 1993 07/01/05 15 to 20 Years
 Elizabethton, TN (a) 735
 278
 
 
 735
 278
 1,013
 (101) 1971 12/21/12 15 to 20 Years
 Elmwood Park, IL (a) 650
 380
 
 
 650
 380
 1,030
 (228) 1993 09/23/05 15 to 20 Years
 Elsa, TX (c) 1,159
 141
 
 
 1,159
 141
 1,300
 (41) 1984 07/17/13 11 to 35 Years
 Emporia, KS (a) 508
 1,175
 
 
 508
 1,175
 1,683
 (153) 1969 12/24/13 15 to 30 Years
 Englewood, OH (c) 235
 345
 
 
 235
 345
 580
 (22) 1988 08/21/15 15 to 30 Years
 Enid, OK (c) 40
 55
 
 
 40
 55
 95
 (5) 1985 06/30/16 9 to 10 Years
 Escanaba, MI (a) 772
 767
 
 300
 772
 1,067
 1,839
 (579) 1984 12/29/05 3 to 20 Years
Church's ChickenMemphis, TN (d) 128
 232
 
 
 128
 232
 360
 (78) 1971 07/17/13 8 to 20 Years
Church's ChickenMemphis, TN (d) 156
 351
 
 
 156
 351
 507
 (98) 1971 07/17/13 7 to 25 Years
Church's ChickenMemphis, TN (d) 288
 278
 
 
 288
 278
 566
 (115) 1976 07/17/13 6 to 20 Years
Church's ChickenMemphis, TN (d) 206
 471
 
 
 206
 471
 677
 (115) 1979 07/17/13 10 to 25 Years
Church's ChickenMemphis, TN (d) 163
 295
 
 
 163
 295
 458
 (84) 1979 07/17/13 10 to 25 Years
Church's ChickenMemphis, TN (d) 212
 245
 
 
 212
 245
 457
 (97) 1971 07/17/13 7 to 25 Years
Church's ChickenMemphis, TN (d) 180
 316
 
 
 180
 316
 496
 (98) 1971 07/17/13 7 to 20 Years
Church's ChickenMemphis, TN (d) 264
 592
 
 
 264
 592
 856
 (115) 1971 07/17/13 11 to 35 Years
Church's ChickenMemphis, TN (d) 426
 608
 
 
 426
 608
 1,034
 (129) 1971 07/17/13 11 to 32 Years
Church's ChickenAbilene, TX (d) 198
 311
 
 
 198
 311
 509
 (78) 1975 07/17/13 10 to 26 Years
Church's ChickenAlamo, TX (d) 1,745
 715
 
 
 1,745
 715
 2,460
 (113) 1984 07/17/13 9 to 35 Years
Church's ChickenAustin, TX (d) 531
 794
 
 
 531
 794
 1,325
 (138) 1967 07/17/13 11 to 32 Years
Church's ChickenAustin, TX (d) 904
 477
 
 
 904
 477
 1,381
 (88) 1976 07/17/13 11 to 35 Years
Church's ChickenAustin, TX (d) 418
 872
 
 
 418
 872
 1,290
 (140) 1986 07/17/13 11 to 35 Years
Church's ChickenAustin, TX (d) 689
 634
 
 
 689
 634
 1,323
 (139) 2003 07/17/13 11 to 35 Years
Church's ChickenBalch Springs, TX (d) 329
 576
 
 
 329
 576
 905
 (147) 1986 07/17/13 11 to 31 Years
Church's ChickenBeeville, TX (d) 120
 488
 
 
 120
 488
 608
 (123) 1972 07/17/13 9 to 25 Years
Church's ChickenBrownsville, TX (d) 795
 556
 
 
 795
 556
 1,351
 (93) 1977 07/17/13 10 to 35 Years
Church's ChickenBrownsville, TX (d) 667
 785
 
 
 667
 785
 1,452
 (129) 1985 07/17/13 10 to 35 Years
Church's ChickenBrownsville, TX (d) 369
 679
 
 
 369
 679
 1,048
 (125) 1972 07/17/13 11 to 35 Years
Church's ChickenBrownsville, TX (d) 267
 652
 
 
 267
 652
 919
 (105) 2000 07/17/13 10 to 35 Years
Church's ChickenBrownsville, TX (d) 430
 656
 
 
 430
 656
 1,086
 (171) 1985 07/17/13 11 to 29 Years
Church's ChickenBrownsville, TX (d) 571
 930
 
 
 571
 930
 1,501
 (181) 2002 07/17/13 11 to 35 Years
Church's ChickenBryan, TX (d) 441
 766
 
 
 441
 766
 1,207
 (116) 1972 07/17/13 10 to 35 Years
Church's ChickenCarrolton, TX (d) 361
 415
 
 
 361
 415
 776
 (128) 1997 07/17/13 11 to 25 Years
Church's ChickenCleburne, TX (d) 129
 482
 
 
 129
 482
 611
 (119) 1997 07/17/13 9 to 25 Years
Church's ChickenCopperas Cove, TX (d) 186
 249
 
 
 186
 249
 435
 (70) 1973 07/17/13 11 to 23 Years
Church's ChickenDallas, TX (d) 88
 215
 
 
 88
 215
 303
 (77) 1980 07/17/13 9 to 19 Years
Church's ChickenDallas, TX (d) 249
 431
 
 
 249
 431
 680
 (81) 1985 07/17/13 9 to 33 Years
Church's ChickenDallas, TX (d) 164
 431
 
 
 164
 431
 595
 (127) 1968 07/17/13 10 to 18 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Euless, TX (c) 674
 277
 
 
 674
 277
 951
 (14) 1979 06/30/16 5 to 20 Years
 Eureka, IL (a) 307
 338
 
 
 307
 338
 645
 (191) 1980 12/21/12 10 to 15 Years
 Eustis, FL (a) 451
 377
 
 
 451
 377
 828
 (412) 1969 12/30/04 10 to 15 Years
 Fayetteville, AR (a) 1,019
 1,150
 
 
 1,019
 1,150
 2,169
 (119) 2014 06/23/14 15 to 40 Years
 Fayetteville, NC (a) 470
 629
 
 
 470
 629
 1,099
 (282) 1999 09/29/06 15 to 30 Years
 Fayetteville, NC (a) 489
 612
 
 
 489
 612
 1,101
 (259) 1987 09/29/06 15 to 30 Years
 Fayetteville, NC (a) 607
 1,020
 
 
 607
 1,020
 1,627
 (490) 1996 09/29/06 15 to 30 Years
 Ferguson, MO (a) 293
 212
 
 
 293
 212
 505
 (148) 1974 05/25/05 15 to 20 Years
 Flint, MI (a) 340
 258
 
 
 340
 258
 598
 (174) 1979 05/25/05 15 to 20 Years
 Florence, KY (a) 524
 209
 
 
 524
 209
 733
 (167) 1992 09/24/04 15 to 30 Years
 Floresville, TX (c) 109
 555
 
 
 109
 555
 664
 (101) 1985 07/17/13 9 to 25 Years
 Flowood, MS (a) 338
 848
 
 
 338
 848
 1,186
 (84) 1994 07/31/14 15 to 30 Years
 Floyd, GA (a) 973
 415
 
 
 973
 415
 1,388
 (179) 1993 02/28/06 15 to 30 Years
 Forest Hill, TX (c) 784
 294
 
 
 784
 294
 1,078
 (17) 1999 06/30/16 5 to 20 Years
 Forsyth, GA (a) 495
 1,007
 
 
 495
 1,007
 1,502
 (423) 1984 01/12/06 15 to 30 Years
 Forsythe, GA (a) 249
 936
 
 
 249
 936
 1,185
 (122) 1983 12/24/13 15 to 30 Years
 Fort Lauderdale, FL (a) 601
 121
 
 
 601
 121
 722
 (201) 1984 09/24/04 10 to 15 Years
 Fort Pierce, FL (a) 667
 184
 
 
 667
 184
 851
 (138) 1999 09/24/04 15 to 30 Years
 Fort Wayne, IN (a) 660
 204
 
 
 660
 204
 864
 (284) 1982 09/23/05 10 to 15 Years
 Fort Worth, TX (c) 157
 263
 
 
 157
 263
 420
 (71) 1965 07/17/13 11 to 20 Years
 Fort Worth, TX (c) 164
 573
 
 
 164
 573
 737
 (95) 1965 07/17/13 11 to 25 Years
 Fort Worth, TX (c) 200
 643
 
 
 200
 643
 843
 (102) 1979 07/17/13 11 to 30 Years
 Fort Worth, TX (c) 356
 572
 
 
 356
 572
 928
 (86) 1970 07/17/13 11 to 35 Years
 Fort Worth, TX (c) 187
 539
 
 
 187
 539
 726
 (80) 1984 07/17/13 11 to 35 Years
 Fort Worth, TX (c) 331
 450
 
 
 331
 450
 781
 (15) 1977 06/30/16 5 to 20 Years
 Fort Worth, TX (c) 377
 193
 
 
 377
 193
 570
 (13) 1978 06/30/16 5 to 10 Years
 Fort Worth, TX (c) 335
 257
 
 
 335
 257
 592
 (12) 1985 06/30/16 5 to 20 Years
 Fort Worth, TX (c) 681
 928
 
 
 681
 928
 1,609
 (24) 1999 06/30/16 5 to 30 Years
 Ft Madison, IA (a) 191
 620
 
 
 191
 620
 811
 (115) 1980 12/21/12 15 to 30 Years
 Ft. Valley, GA (c) 353
 379
 
 
 353
 379
 732
 (106) 1985 07/17/13 11 to 23 Years
 Garland, TX (c) 141
 455
 
 
 141
 455
 596
 (83) 1986 07/17/13 10 to 25 Years
 Garland, TX (c) 532
 442
 
 
 532
 442
 974
 (11) 1979 06/30/16 5 to 30 Years
 Garner, NC (a) 600
 765
 
 
 600
 765
 1,365
 (356) 1995 09/29/06 15 to 30 Years
 Gary, IN (a) 109
 410
 
 
 109
 410
 519
 (226) 1980 05/25/05 15 to 20 Years
 Gary, IN (a) 210
 318
 
 
 210
 318
 528
 (217) 1979 05/25/05 15 to 20 Years
 Gary, IN (a) 161
 493
 
 
 161
 493
 654
 (286) 1973 05/25/05 15 to 20 Years
 Gilman, IL (a) 219
 414
 
 
 219
 414
 633
 (283) 1998 09/23/05 15 to 20 Years
Church's ChickenDallas, TX (d) 174
 450
 
 
 174
 450
 624
 (107) 1969 07/17/13 10 to 26 Years
Church's ChickenDallas, TX (d) 315
 209
 
 
 315
 209
 524
 (64) 1999 07/17/13 10 to 25 Years
Church's ChickenDallas, TX (d) 392
 501
 
 
 392
 501
 893
 (109) 1985 07/17/13 11 to 30 Years
Church's ChickenDonna, TX (d) 1,091
 540
 
 
 1,091
 540
 1,631
 (104) 1984 07/17/13 10 to 35 Years
Church's ChickenEagle Pass, TX (d) 597
 385
 
 
 597
 385
 982
 (84) 1977 07/17/13 9 to 35 Years
Church's ChickenEdinburg, TX (d) 624
 888
 
 
 624
 888
 1,512
 (149) 1985 07/17/13 11 to 35 Years
Church's ChickenElsa, TX (d) 1,159
 141
 
 
 1,159
 141
 1,300
 (53) 1984 07/17/13 11 to 35 Years
Church's ChickenFloresville, TX (d) 109
 555
 
 
 109
 555
 664
 (131) 1985 07/17/13 9 to 25 Years
Church's ChickenFort Worth, TX (d) 164
 573
 
 
 164
 573
 737
 (122) 1965 07/17/13 11 to 25 Years
Church's ChickenFort Worth, TX (d) 200
 643
 
 
 200
 643
 843
 (132) 1979 07/17/13 11 to 30 Years
Church's ChickenFort Worth, TX (d) 356
 572
 
 
 356
 572
 928
 (111) 1970 07/17/13 11 to 35 Years
Church's ChickenFort Worth, TX (d) 187
 539
 
 
 187
 539
 726
 (104) 1984 07/17/13 11 to 35 Years
Church's ChickenGarland, TX (d) 141
 455
 
 
 141
 455
 596
 (107) 1986 07/17/13 10 to 25 Years
Church's ChickenGrand Prairie, TX (d) 335
 527
 
 
 335
 527
 862
 (101) 1980 07/17/13 10 to 35 Years
Church's ChickenGrand Prairie, TX (d) 147
 535
 
 
 147
 535
 682
 (111) 1985 07/17/13 11 to 30 Years
Church's ChickenGreenville, TX (d) 325
 441
 
 
 325
 441
 766
 (79) 1972 07/17/13 10 to 35 Years
Church's ChickenHaltom City, TX (d) 571
 425
 
 
 571
 425
 996
 (86) 2007 07/17/13 11 to 35 Years
Church's ChickenHarlingen, TX (d) 923
 753
 
 
 923
 753
 1,676
 (120) 1985 07/17/13 10 to 35 Years
Church's ChickenHarlingen, TX (d) 226
 519
 
 
 226
 519
 745
 (115) 1973 07/17/13 11 to 30 Years
Church's ChickenHidalgo, TX (d) 352
 1,043
 
 
 352
 1,043
 1,395
 (183) 2001 07/17/13 10 to 31 Years
Church's ChickenIrving, TX (d) 463
 338
 
 
 463
 338
 801
 (61) 1967 07/17/13 10 to 35 Years
Church's ChickenKilleen, TX (d) 289
 513
 
 
 289
 513
 802
 (93) 1974 07/17/13 9 to 35 Years
Church's ChickenKingsville, TX (d) 263
 461
 
 
 263
 461
 724
 (86) 1977 07/17/13 9 to 35 Years
Church's ChickenKirby, TX (d) 224
 262
 
 
 224
 262
 486
 (89) 1985 07/17/13 9 to 18 Years
Church's ChickenLa Feria, TX (d) 369
 941
 
 
 369
 941
 1,310
 (153) 2003 07/17/13 11 to 35 Years
Church's ChickenLaredo, TX (d) 272
 713
 
 
 272
 713
 985
 (110) 1966 07/17/13 11 to 35 Years
Church's ChickenLaredo, TX (d) 727
 698
 
 
 727
 698
 1,425
 (114) 1968 07/17/13 11 to 35 Years
Church's ChickenLewisville, TX (d) 913
 470
 
 
 913
 470
 1,383
 (109) 1976 07/17/13 8 to 35 Years
Church's ChickenLubbock, TX (d) 325
 794
 
 
 325
 794
 1,119
 (147) 2004 07/17/13 11 to 34 Years
Church's ChickenMcAllen, TX (d) 747
 408
 
 
 747
 408
 1,155
 (74) 1992 07/17/13 10 to 35 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Graceville, FL (a) 279
 1,036
 
 
 279
 1,036
 1,315
 (139) 1985 12/24/13 15 to 30 Years
 Grand Prairie, TX (c) 335
 527
 
 
 335
 527
 862
 (78) 1980 07/17/13 10 to 35 Years
 Grand Prairie, TX (c) 147
 535
 
 
 147
 535
 682
 (86) 1985 07/17/13 11 to 30 Years
 Grapevine, TX (c) 636
 414
 
 
 636
 414
 1,050
 (14) 1979 06/30/16 5 to 20 Years
 Grapevine, TX (c) 755
 677
 
 
 755
 677
 1,432
 (25) 1999 06/30/16 5 to 20 Years
 Greensboro, AL (c) 100
 663
 
 
 100
 663
 763
 (94) 1986 07/17/13 7 to 35 Years
 Greenville, TN (a) 289
 311
 
 
 289
 311
 600
 (320) 1972 09/01/05 10 to 15 Years
 Greenville, TN (a) 735
 517
 
 
 735
 517
 1,252
 (104) 2010 03/29/13 15 to 30 Years
 Greenville, TX (a) 223
 304
 
 
 223
 304
 527
 (170) 1985 12/29/05 15 to 20 Years
 Greenville, TX (c) 325
 441
 
 
 325
 441
 766
 (61) 1972 07/17/13 10 to 35 Years
 Greenville, TX (c) 429
 919
 
 
 429
 919
 1,348
 (19) 1985 06/30/16 5 to 30 Years
 Griffin, GA (c) 215
 492
 
 
 215
 492
 707
 (98) 1978 07/17/13 11 to 25 Years
 Griffin, GA (a) 249
 876
 
 
 249
 876
 1,125
 (110) 1979 12/24/13 15 to 30 Years
 Gulfport, MS (c) 540
 429
 
 
 540
 429
 969
 (56) 1971 07/17/13 11 to 35 Years
 Gunter, TX (c) 248
 250
 
 
 248
 250
 498
 (10) 2004 07/25/16 13 to 20 Years
 Haltom City, TX (c) 571
 425
 
 
 571
 425
 996
 (66) 2007 07/17/13 11 to 35 Years
 Haltom City, TX (c) 689
 804
 
 
 689
 804
 1,493
 (21) 1998 06/30/16 5 to 30 Years
 Hampton, GA (a) 568
 648
 
 
 568
 648
 1,216
 (128) 2002 02/02/12 15 to 30 Years
 Harlingen, TX (c) 923
 753
 
 
 923
 753
 1,676
 (93) 1985 07/17/13 10 to 35 Years
 Harlingen, TX (c) 226
 519
 
 
 226
 519
 745
 (89) 1973 07/17/13 11 to 30 Years
 Harriman, TN (a) 387
 502
 
 
 387
 502
 889
 (263) 1976 09/01/05 15 to 20 Years
 Harrisburg, NC (a) 489
 291
 
 
 489
 291
 780
 (60) 2004 09/17/13 15 to 30 Years
 Harrisonville, MO (a) 369
 1,195
 
 
 369
 1,195
 1,564
 (151) 1981 12/24/13 15 to 30 Years
 Harvey, IL (a) 361
 269
 (80) 
 281
 269
 550
 (346) 1978 05/25/05 15 to 20 Years
 Hattiesburg, MS (a) 845
 995
 
 
 845
 995
 1,840
 (107) 2010 07/14/14 15 to 40 Years
 Havana, IL (a) 439
 297
 
 
 439
 297
 736
 (184) 1980 12/21/12 10 to 15 Years
 Hawkinsville, GA (a) 169
 946
 
 
 169
 946
 1,115
 (119) 1986 12/24/13 15 to 30 Years
 Henderson, KY (a) 656
 1,058
 
 
 656
 1,058
 1,714
 (135) 1992 07/17/13 7 to 35 Years
 Hickory, NC (a) 292
 818
 
 
 292
 818
 1,110
 (287) 2000 09/29/06 15 to 40 Years
 Hickory, NC (a) 1,105
 851
 
 
 1,105
 851
 1,956
 (652) 1995 12/29/06 13 to 28 Years
 Hidalgo, TX (c) 352
 1,043
 
 
 352
 1,043
 1,395
 (141) 2001 07/17/13 10 to 31 Years
 Hiram, GA (a) 1,006
 1,142
 
 
 1,006
 1,142
 2,148
 (530) 1987 02/28/06 15 to 30 Years
 Hobbs, NM (c) 706
 534
 
 
 706
 534
 1,240
 (91) 1974 07/17/13 11 to 35 Years
 Holly Springs, MS (a) 116
 
 
 
 116
 
 116
 
 (f) 10/30/13 (f)
Church's ChickenMcAllen, TX (d) 601
 539
 
 
 601
 539
 1,140
 (103) 1985 07/17/13 11 to 35 Years
Church's ChickenMercedes, TX (d) 535
 575
 
 
 535
 575
 1,110
 (105) 1982 07/17/13 11 to 35 Years
Church's ChickenMesquite, TX (d) 234
 459
 
 
 234
 459
 693
 (115) 2001 07/17/13 11 to 28 Years
Church's ChickenMidland, TX (d) 195
 432
 
 
 195
 432
 627
 (78) 1972 07/17/13 9 to 35 Years
Church's ChickenMission, TX (d) 577
 598
 
 
 577
 598
 1,175
 (110) 1981 07/17/13 9 to 35 Years
Church's ChickenNew Braunfels, TX (d) 302
 526
 
 
 302
 526
 828
 (125) 1973 07/17/13 10 to 27 Years
Church's ChickenOdessa, TX (d) 597
 443
 
 
 597
 443
 1,040
 (92) 1979 07/17/13 10 to 35 Years
Church's ChickenOdessa, TX (d) 670
 563
 
 
 670
 563
 1,233
 (108) 1972 07/17/13 10 to 35 Years
Church's ChickenPharr, TX (d) 694
 441
 
 
 694
 441
 1,135
 (117) 1997 07/17/13 10 to 26 Years
Church's ChickenPleasanton, TX (d) 230
 1,052
 
 
 230
 1,052
 1,282
 (176) 1985 07/17/13 11 to 35 Years

Church's ChickenPort Isabel, TX (d) 348
 672
 
 
 348
 672
 1,020
 (132) 2004 07/17/13 11 to 31 Years
Church's ChickenPort Lavaca, TX (d) 339
 594
 
 
 339
 594
 933
 (126) 1985 07/17/13 11 to 28 Years
Church's ChickenRaymondville, TX (d) 660
 455
 
 
 660
 455
 1,115
 (104) 1984 07/17/13 9 to 35 Years
Church's ChickenRichland Hills, TX (d) 229
 199
 
 
 229
 199
 428
 (62) 1999 07/17/13 10 to 25 Years
Church's ChickenRio Grand City, TX (d) 1,746
 554
 
 
 1,746
 554
 2,300
 (102) 1984 07/17/13 12 to 35 Years
Church's ChickenRoma, TX (d) 478
 855
 
 
 478
 855
 1,333
 (159) 1985 07/17/13 11 to 35 Years
Church's ChickenSan Antonio, TX (d) 205
 1,042
 
 
 205
 1,042
 1,247
 (265) 1976 07/17/13 10 to 20 Years
Church's ChickenSan Antonio, TX (d) 685
 257
 
 
 685
 257
 942
 (57) 1976 07/17/13 9 to 35 Years
Church's ChickenSan Antonio, TX (d) 592
 336
 
 
 592
 336
 928
 (72) 1968 07/17/13 9 to 35 Years
Church's ChickenSan Antonio, TX (d) 79
 347
 
 
 79
 347
 426
 (61) 1977 07/17/13 9 to 33 Years
Church's ChickenSan Antonio, TX (d) 395
 414
 
 
 395
 414
 809
 (111) 1984 07/17/13 11 to 25 Years
Church's ChickenSan Antonio, TX (d) 544
 521
 
 
 544
 521
 1,065
 (100) 1967 07/17/13 11 to 33 Years
Church's ChickenSan Antonio, TX (d) 375
 282
 
 
 375
 282
 657
 (93) 1965 07/17/13 9 to 21 Years
Church's ChickenSan Antonio, TX (d) 331
 449
 
 
 331
 449
 780
 (113) 1983 07/17/13 10 to 25 Years
Church's ChickenSan Antonio, TX (d) 283
 573
 
 
 283
 573
 856
 (138) 1971 07/17/13 11 to 33 Years
Church's ChickenSan Antonio, TX (d) 369
 226
 
 
 369
 226
 595
 (61) 1986 07/17/13 10 to 25 Years
Church's ChickenSan Antonio, TX (d) 397
 700
 
 
 397
 700
 1,097
 (127) 1984 07/17/13 11 to 35 Years
Church's ChickenSan Antonio, TX (d) 279
 261
 
 
 279
 261
 540
 (70) 1976 07/17/13 11 to 32 Years
Church's ChickenSan Benito, TX (d) 1,641
 688
 
 
 1,641
 688
 2,329
 (113) 1977 07/17/13 9 to 35 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Hope Mills, NC (a) 408
 930
 
 
 408
 930
 1,338
 (369) 1990 09/29/06 15 to 30 Years
 Horn Lake, MS (a) 231
 
 
 
 231
 
 231
 
 (f) 10/30/13 (f)
 Houston, TX (a) 592
 302
 
 
 592
 302
 894
 (178) 1979 09/28/06 15 to 20 Years
 Houston, TX (a) 1,329
 
 
 
 1,329
 
 1,329
 
 (f) 07/17/13 (f)
 Hudson, NC (a) 794
 616
 
 
 794
 616
 1,410
 (279) 1998 09/29/06 15 to 40 Years
 Hurst, TX (c) 505
 66
 
 
 505
 66
 571
 (6) 1978 06/30/16 5 to 10 Years
 Independence, MO (a) 396
 1,074
 
 
 396
 1,074
 1,470
 (240) 1984 10/03/11 15 to 30 Years
 Independence, MO (a) 279
 936
 
 
 279
 936
 1,215
 (118) 1979 12/24/13 15 to 30 Years
 Indianapolis, IN (a) 460
 587
 
 
 460
 587
 1,047
 (251) 1998 09/24/04 15 to 30 Years
 Indianapolis, IN (a) 258
 262
 
 
 258
 262
 520
 (184) 1970 05/25/05 15 to 20 Years
 Indianapolis, IN (a) 266
 310
 
 
 266
 310
 576
 (197) 1971 05/25/05 15 to 20 Years
 Indianapolis, IN (a) 170
 749
 
 
 170
 749
 919
 (386) 1983 05/25/05 15 to 20 Years
 Indianapolis, IN (a) 449
 153
 
 
 449
 153
 602
 (140) 1968 05/25/05 15 to 20 Years
 Indianapolis, IN (a) 370
 150
 
 
 370
 150
 520
 (125) 1970 05/25/05 15 to 20 Years
 Irving, TX (c) 463
 338
 
 
 463
 338
 801
 (47) 1967 07/17/13 10 to 35 Years
 Irving, TX (c) 481
 358
 
 
 481
 358
 839
 (13) 1978 06/30/16 5 to 20 Years
 Jackson, GA (a) 467
 729
 
 
 467
 729
 1,196
 (168) 1992 02/02/12 15 to 30 Years
 Jackson, MS (c) 215
 476
 
 
 215
 476
 691
 (88) 1977 07/17/13 11 to 25 Years
 Jackson, MS (c) 996
 610
 
 
 996
 610
 1,606
 (97) 1978 07/17/13 11 to 35 Years
 Jackson, MS (c) 195
 582
 
 
 195
 582
 777
 (89) 2000 07/17/13 11 to 30 Years
 Jackson, MS (c) 447
 555
 
 
 447
 555
 1,002
 (95) 1998 07/17/13 11 to 35 Years
 Jacksonville, FL (a) 480
 631
 
 
 480
 631
 1,111
 (294) 1998 09/24/04 15 to 30 Years
 Jacksonville, FL (a) 872
 509
 
 
 872
 509
 1,381
 (331) 1984 09/24/04 15 to 20 Years
 Jacksonville, FL (a) 487
 871
 
 
 487
 871
 1,358
 (460) 1985 12/30/04 15 to 20 Years
 Jamestown, NY (a) 508
 573
 
 
 508
 573
 1,081
 (339) 1988 11/10/05 15 to 20 Years
 Johnson City, TN (a) 718
 450
 
 
 718
 450
 1,168
 (165) 1983 12/21/12 15 to 20 Years
 Joliet, IL (a) 245
 193
 
 
 245
 193
 438
 (140) 1985 05/25/05 15 to 20 Years
 Jonesboro, GA (c) 680
 1,736
 
 
 680
 1,736
 2,416
 (102) 2006 07/01/15 15 to 30 Years
 Jonesborough, TN (a) 576
 329
 
 
 576
 329
 905
 (108) 1987 12/21/12 15 to 20 Years
 Kannapolix, NC (a) 244
 291
 
 
 244
 291
 535
 (54) 2001 09/17/13 15 to 30 Years
 Kansas City, KS (a) 349
 425
 
 
 349
 425
 774
 (96) 1977 10/03/11 14 to 29 Years
 Kansas City, KS (a) 594
 904
 
 
 594
 904
 1,498
 (213) 1999 10/03/11 15 to 30 Years
 Kansas City, KS (a) 289
 1,066
 
 
 289
 1,066
 1,355
 (134) 1980 12/24/13 15 to 30 Years
 Kansas City, MO (c) 312
 574
 
 
 312
 574
 886
 (91) 1996 07/17/13 10 to 30 Years
 Kansas City, MO (c) 348
 730
 
 
 348
 730
 1,078
 (101) 1996 07/17/13 10 to 35 Years
 Kansas City, MO (c) 462
 673
 
 
 462
 673
 1,135
 (95) 1996 07/17/13 10 to 35 Years
Church's ChickenTemple, TX (d) 705
 493
 
 
 705
 493
 1,198
 (86) 1983 07/17/13 10 to 35 Years
Church's ChickenTyler, TX (d) 227
 527
 
 
 227
 527
 754
 (92) 1976 07/17/13 11 to 35 Years
Church's ChickenUniversal City, TX (d) 408
 369
 
 
 408
 369
 777
 (108) 1989 07/17/13 9 to 25 Years
Church's ChickenVictoria, TX (d) 129
 490
 
 
 129
 490
 619
 (113) 1985 07/17/13 11 to 28 Years
Church's ChickenVictoria, TX (d) 367
 182
 
 
 367
 182
 549
 (62) 1984 07/17/13 11 to 22 Years
Church's ChickenWaco, TX (d) 365
 542
 
 
 365
 542
 907
 (87) 1969 07/17/13 10 to 35 Years
Church's ChickenWeslaco, TX (d) 860
 513
 
 
 860
 513
 1,373
 (93) 1990 07/17/13 11 to 35 Years
Church's ChickenWeslaco, TX (d) 291
 786
 
 
 291
 786
 1,077
 (172) 1970 07/17/13 11 to 25 Years
Church's ChickenNorfolk, VA (d) 373
 517
 
 
 373
 517
 890
 (169) 1988 07/17/13 7 to 20 Years
Church's ChickenPortsmouth, VA (d) 574
 419
 
 
 574
 419
 993
 (121) 1988 07/17/13 10 to 25 Years
CinemarkTucson, AZ (d) 4,023
 10,346
 
 52
 4,023
 10,398
 14,421
 (280) 2016 02/21/17 15 to 50 Years
Circle KAkron, OH (d) 424
 1,139
 
 
 424
 1,139
 1,563
 (243) 1995 07/17/13 13 to 30 Years
Circle KCuyahoga Falls, OH (d) 657
 1,018
 
 
 657
 1,018
 1,675
 (267) 1995 07/17/13 13 to 30 Years
Circle KCleveland, OH (d) 804
 1,513
 
 
 804
 1,513
 2,317
 (306) 2002 07/17/13 13 to 35 Years
Circle KAkron, OH (d) 587
 1,073
 
 
 587
 1,073
 1,660
 (255) 1998 07/17/13 13 to 32 Years
Circle KAugusta, GA (d) 400
 1,540
 
 
 400
 1,540
 1,940
 (281) 1981 07/17/13 13 to 30 Years
Circle KAuburn, AL (d) 757
 1,199
 
 
 757
 1,199
 1,956
 (314) 1990 07/17/13 10 to 25 Years
Circle KEl Paso, TX (d) 1,143
 1,029
 
 
 1,143
 1,029
 2,172
 (558) 2000 07/17/13 4 to 27 Years
Circle KFort Mill, SC (d) 1,589
 1,356
 
 
 1,589
 1,356
 2,945
 (275) 1999 07/17/13 10 to 33 Years
Circle KMount Pleasant, SC (d) 1,328
 1,073
 
 
 1,328
 1,073
 2,401
 (220) 1978 07/17/13 7 to 30 Years
Circle KGoose Creek, SC (d) 682
 1,571
 
 
 682
 1,571
 2,253
 (425) 1983 07/17/13 7 to 20 Years
Circle KAkron, OH (d) 500
 2,058
 
 
 500
 2,058
 2,558
 (359) 1999 07/17/13 15 to 33 Years
Circle KAkron, OH (d) 337
 1,149
 
 
 337
 1,149
 1,486
 (207) 2001 07/17/13 15 to 35 Years
Circle KParma, OH (d) 437
 1,166
 
 
 437
 1,166
 1,603
 (206) 2002 07/17/13 15 to 35 Years
Circle KTwinsburg, OH (d) 556
 1,317
 
 
 556
 1,317
 1,873
 (247) 2005 07/17/13 15 to 37 Years
Circle KCuyahoga Falls, OH (d) 958
 1,416
 
 
 958
 1,416
 2,374
 (330) 2002 07/17/13 15 to 35 Years
Circle KCharlotte, NC (d) 1,508
 749
 (128) 
 1,380
 749
 2,129
 (205) 1996 07/17/13 9 to 35 Years
Circle KSavannah, GA (d) 1,001
 847
 
 
 1,001
 847
 1,848
 (265) 1997 07/17/13 8 to 37 Years
Circle KPhenix City, AL (d) 554
 1,392
 
 
 554
 1,392
 1,946
 (295) 1999 07/17/13 13 to 33 Years
Circle KMacon, GA (d) 470
 1,226
 
 
 470
 1,226
 1,696
 (324) 1974 07/17/13 7 to 35 Years
Circle KLanett, AL (d) 299
 844
 
 
 299
 844
 1,143
 (203) 1974 07/17/13 10 to 25 Years
Circle KMonroe, LA (d) 517
 1,455
 
 
 517
 1,455
 1,972
 (409) 1986 07/17/13 6 to 28 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Kansas City, MO (c) 135
 616
 
 
 135
 616
 751
 (106) 1996 07/17/13 10 to 25 Years
 Kansas City, MO (c) 310
 580
 
 
 310
 580
 890
 (92) 1996 07/17/13 10 to 31 Years
 Kansas City, MO (c) 189
 837
 
 
 189
 837
 1,026
 (144) 1996 07/17/13 9 to 25 Years
Circle KAkron, OH (d) 595
 1,031
 
 
 595
 1,031
 1,626
 (243) 1995 07/17/13 14 to 30 Years
Circle KAkron, OH (d) 554
 824
 
 
 554
 824
 1,378
 (176) 1969 07/17/13 14 to 38 Years
Circle KAkron, OH (d) 517
 1,122
 
 
 517
 1,122
 1,639
 (257) 1994 07/17/13 13 to 29 Years
Circle KBarberton, OH (d) 255
 1,244
 
 
 255
 1,244
 1,499
 (265) 1991 07/17/13 12 to 26 Years
Circle KCharlotte, NC (d) 1,442
 789
 
 
 1,442
 789
 2,231
 (263) 1997 07/17/13 8 to 35 Years
Circle KSavannah, GA (d) 831
 869
 
 
 831
 869
 1,700
 (219) 1990 07/17/13 14 to 30 Years
Circle KColumbus, GA (d) 711
 943
 
 
 711
 943
 1,654
 (208) 1990 07/17/13 13 to 32 Years
Circle KColumbus, GA (d) 574
 1,039
 
 
 574
 1,039
 1,613
 (211) 1984 07/17/13 13 to 32 Years
Circle KOpelika, AL (d) 960
 1,716
 
 
 960
 1,716
 2,676
 (469) 1988 07/17/13 10 to 25 Years
Circle KBaton Rouge, LA (d) 260
 859
 
 
 260
 859
 1,119
 (206) 1976 07/17/13 7 to 25 Years
Circle KWest Monroe, LA (d) 686
 981
 
 
 686
 981
 1,667
 (542) 1983 07/17/13 5 to 25 Years
Circle KCopley, OH (d) 379
 999
 
 
 379
 999
 1,378
 (236) 1993 07/17/13 12 to 28 Years
Circle KAkron, OH (d) 283
 1,160
 
 
 283
 1,160
 1,443
 (217) 1997 07/17/13 14 to 32 Years
Circle KAkron, OH (d) 434
 1,198
 
 
 434
 1,198
 1,632
 (266) 1994 07/17/13 14 to 29 Years
Circle KKent, OH (d) 258
 917
 
 
 258
 917
 1,175
 (190) 1994 07/17/13 13 to 29 Years
Circle KHuntersville, NC (d) 1,539
 924
 
 
 1,539
 924
 2,463
 (344) 1996 07/17/13 8 to 35 Years
Circle KSpringdale, SC (d) 794
 767
 
 
 794
 767
 1,561
 (174) 1999 07/17/13 13 to 33 Years
Circle KCharleston, SC (d) 1,547
 1,242
 
 
 1,547
 1,242
 2,789
 (403) 1987 07/17/13 7 to 20 Years
Circle KPort Wentworth, GA (d) 1,627
 1,131
 
 
 1,627
 1,131
 2,758
 (663) 1991 07/17/13 4 to 35 Years
Circle KColumbus, GA (d) 867
 2,299
 
 
 867
 2,299
 3,166
 (442) 1978 07/17/13 13 to 30 Years
Circle KBaton Rouge, LA (d) 330
 997
 
 
 330
 997
 1,327
 (206) 1970 07/17/13 8 to 30 Years
Circle KCuyahoga Falls, OH (d) 342
 806
 
 
 342
 806
 1,148
 (199) 1972 07/17/13 12 to 26 Years
Circle KAkron, OH (d) 343
 1,193
 
 
 343
 1,193
 1,536
 (236) 1991 07/17/13 15 to 31 Years
Circle KAkron, OH (d) 513
 1,251
 
 
 513
 1,251
 1,764
 (257) 1996 07/17/13 15 to 31 Years
Circle KBedford, OH (d) 750
 680
 
 
 750
 680
 1,430
 (191) 2000 07/17/13 15 to 33 Years
Circle KEl Paso, TX (d) 987
 558
 
 
 987
 558
 1,545
 (224) 1999 07/17/13 3 to 26 Years
Circle KValley, AL (d) 754
 804
 
 
 754
 804
 1,558
 (214) 1974 07/17/13 9 to 25 Years
Circle KMidland, GA (d) 637
 2,136
 
 
 637
 2,136
 2,773
 (343) 1995 07/17/13 9 to 35 Years
Circle KColumbus, GA (d) 1,465
 2,088
 
 
 1,465
 2,088
 3,553
 (434) 1995 07/17/13 11 to 34 Years
Circle KBaton Rouge, LA (d) 481
 913
 
 
 481
 913
 1,394
 (222) 1977 07/17/13 8 to 30 Years
Circle KAkron, OH (d) 321
 1,179
 
 
 321
 1,179
 1,500
 (239) 1994 07/17/13 13 to 29 Years
Circle KBarberton, OH (d) 884
 1,885
 
 
 884
 1,885
 2,769
 (389) 1981 07/17/13 13 to 34 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 Kansas City, MO (a) 538
 936
 
 
 538
 936
 1,474
 (126) 1979 12/24/13 15 to 30 Years
 Kansas City, MO (c) 772
 18
 
 916
 772
 934
 1,706
 (23) 1995 09/19/14 40 to 40 Years
 Keene, TX (c) 343
 260
 
 
 343
 260
 603
 (11) 2005 07/25/16 13 to 30 Years
 Kennesaw, GA (a) 907
 499
 
 
 907
 499
 1,406
 (241) 2001 02/28/06 15 to 40 Years
 Kilgore, TX (c) 140
 415
 
 
 140
 415
 555
 (97) 1985 07/17/13 11 to 20 Years
 Killeen, TX (c) 289
 513
 
 
 289
 513
 802
 (72) 1974 07/17/13 9 to 35 Years
 Kingsport, TN (a) 592
 200
 
 
 592
 200
 792
 (324) 1992 07/01/05 15 to 20 Years
 Kingsport, TN (a) 384
 877
 
 
 384
 877
 1,261
 (168) 1992 12/21/12 15 to 30 Years
 Kingsport, TN (c) 307
 766
 
 
 307
 766
 1,073
 (113) 2007 07/17/13 4 to 32 Years
 Kingston, PA (c) 521
 635
 
 
 521
 635
 1,156
 (56) 1978 11/18/14 15 to 30 Years
 Kingsville, TX (c) 263
 461
 
 
 263
 461
 724
 (67) 1977 07/17/13 9 to 35 Years
 Kingwood, WV (a) 618
 677
 
 
 618
 677
 1,295
 (183) 1979 12/21/12 15 to 20 Years
 Kirby, TX (c) 224
 262
 
 
 224
 262
 486
 (69) 1985 07/17/13 9 to 18 Years
 Knoxville, TN (a) 635
 227
 
 
 635
 227
 862
 (286) 1995 07/01/05 15 to 20 Years
 Knoxville, TN (a) 547
 230
 
 
 547
 230
 777
 (358) 1987 07/01/05 10 to 15 Years
 Knoxville, TN (a) 332
 185
 
 
 332
 185
 517
 (120) 1977 09/01/05 15 to 20 Years
 La Feria, TX (c) 369
 941
 
 
 369
 941
 1,310
 (118) 2003 07/17/13 11 to 35 Years
 La Vista, NE (a) 499
 664
 
 
 499
 664
 1,163
 (144) 1992 10/03/11 15 to 30 Years
 Lafayette, LA (a) 300
 779
 
 
 300
 779
 1,079
 (97) 1972 10/30/13 15 to 30 Years
 LaGrange, GA (c) 555
 44
 
 
 555
 44
 599
 (135) 1978 07/17/13 7 to 30 Years
 Lake Worth, TX (c) 427
 872
 
 
 427
 872
 1,299
 (19) 1983 06/30/16 5 to 30 Years
 Laredo, TX (c) 272
 713
 
 
 272
 713
 985
 (85) 1966 07/17/13 11 to 35 Years
 Laredo, TX (c) 727
 698
 
 
 727
 698
 1,425
 (88) 1968 07/17/13 11 to 35 Years
 Lauderdale Lakes, FL (a) 411
 346
 
 
 411
 346
 757
 (149) 1998 12/29/06 15 to 30 Years
 Laurel, MS (c) 690
 290
 
 
 690
 290
 980
 (74) 1971 07/17/13 11 to 24 Years
 Laurel, MS (a) 543
 754
 
 
 543
 754
 1,297
 (88) 1993 09/22/14 15 to 30 Years
 Lavon, TX (c) 404
 212
 
 
 404
 212
 616
 (12) 2003 07/25/16 13 to 20 Years
 Lees Summit, MO (a) 590
 69
 55
 (69) 645
 
 645
 
 (f) 09/23/05 (f)
 Lees Summit, MO (a) 319
 906
 
 
 319
 906
 1,225
 (119) 1985 12/24/13 15 to 30 Years
 Leonard, TX (c) 323
 465
 
 
 323
 465
 788
 (14) 2005 07/25/16 13 to 30 Years
 Lewisville, TX (c) 913
 470
 
 
 913
 470
 1,383
 (84) 1976 07/17/13 8 to 35 Years
 Lexington, KY (a) 636
 362
 
 
 636
 362
 998
 (396) 1978 12/30/04 10 to 15 Years
 Lexington, KY (a) 713
 451
 
 
 713
 451
 1,164
 (495) 1976 01/26/05 10 to 15 Years
 Lillington, NC (a) 419
 687
 
 
 419
 687
 1,106
 (249) 1992 09/29/06 15 to 40 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Lincoln, IL (a) 203
 616
 
 
 203
 616
 819
 (360) 1990 09/23/05 15 to 20 Years
 Little Elm, TX (c) 620
 244
 
 
 620
 244
 864
 (14) 2001 07/25/16 13 to 20 Years
 Little Rock, AR (a) 917
 847
 
 
 917
 847
 1,764
 (389) 2004 07/07/05 15 to 30 Years
 Little Rock, AR (c) 99
 500
 
 
 99
 500
 599
 (77) 1970 07/17/13 8 to 30 Years
 Little Rock, AR (c) 332
 432
 
 
 332
 432
 764
 (61) 1971 07/17/13 9 to 35 Years
 Little Rock, AR (c) 263
 492
 
 
 263
 492
 755
 (71) 1975 07/17/13 9 to 35 Years
 Lone Tree, CO (a) 1,717
 1,117
 
 
 1,717
 1,117
 2,834
 (594) 2000 12/23/08 13 to 38 Years
 Longview, TX (c) 149
 552
 
 
 149
 552
 701
 (81) 1985 07/17/13 9 to 35 Years
 Louisville, KY (a) 334
 251
 
 
 334
 251
 585
 (143) 1991 09/24/04 15 to 20 Years
 Louisville, KY (a) 1,010
 577
 
 
 1,010
 577
 1,587
 (276) 1994 11/10/05 15 to 30 Years
 Louisville, KY (a) 854
 514
 
 
 854
 514
 1,368
 (249) 1994 11/10/05 15 to 30 Years
 Lubbock, TX (a) 687
 856
 
 
 687
 856
 1,543
 (390) 2003 07/07/05 15 to 30 Years
 Lubbock, TX (c) 325
 794
 
 
 325
 794
 1,119
 (114) 2004 07/17/13 11 to 34 Years
 Mableton, GA (a) 454
 826
 
 
 454
 826
 1,280
 (308) 1987 02/28/06 15 to 30 Years
 Mableton, GA (a) 634
 578
 
 
 634
 578
 1,212
 (239) 1981 02/28/06 15 to 30 Years
 Macon, GA (c) 291
 628
 
 
 291
 628
 919
 (85) 1983 07/17/13 10 to 35 Years
 Macon, GA (c) 195
 347
 
 
 195
 347
 542
 (74) 1976 07/17/13 9 to 25 Years
 Macon, GA (c) 185
 553
 
 
 185
 553
 738
 (89) 1980 07/17/13 11 to 30 Years
 Madison, GA (a) 892
 739
 
 
 892
 739
 1,631
 (329) 1989 01/12/06 15 to 40 Years
 Madisonville, KY (a) 1,198
 819
 
 
 1,198
 819
 2,017
 (384) 1990 09/24/04 15 to 30 Years
 Mansfield, OH (a) 225
 327
 
 
 225
 327
 552
 (184) 1972 05/25/05 15 to 20 Years
 Mansfield, TX (a) 472
 760
 
 
 472
 760
 1,232
 (387) 1991 12/29/06 15 to 30 Years
 Maplewood, MO (a) 180
 225
 
 
 180
 225
 405
 (139) 1980 05/25/05 15 to 20 Years
 Marietta, GA (a) 797
 428
 
 
 797
 428
 1,225
 (247) 1990 02/28/06 15 to 30 Years
 Marietta, GA (c) 350
 173
 
 
 350
 173
 523
 (66) 1976 07/17/13 11 to 20 Years
 Marion, IN (a) 503
 153
 
 
 503
 153
 656
 (133) 1990 09/24/04 15 to 20 Years
 Marlin, TX (c) 81
 327
 
 
 81
 327
 408
 (73) 1985 07/17/13 8 to 25 Years
 Martinsburg, WV (a) 887
 992
 
 
 887
 992
 1,879
 (442) 1999 12/29/05 15 to 30 Years
 Martinsville, IN (a) 940
 1,128
 
 
 940
 1,128
 2,068
 (164) 1986 07/17/13 4 to 35 Years
 Maryville, TN (a) 810
 306
 
 
 810
 306
 1,116
 (270) 1993 07/01/05 15 to 20 Years
 Maryville, TN (c) 421
 380
 
 
 421
 380
 801
 (85) 2007 07/17/13 4 to 26 Years
 Mayfield, KY (a) 316
 603
 
 
 316
 603
 919
 (303) 1986 12/08/09 12 to 27 Years
 McAllen, TX (c) 747
 408
 
 
 747
 408
 1,155
 (58) 1992 07/17/13 10 to 35 Years
 McAllen, TX (c) 601
 539
 
 
 601
 539
 1,140
 (80) 1985 07/17/13 11 to 35 Years
 McDonough, GA (a) 938
 697
 
 
 938
 697
 1,635
 (355) 1985 09/24/04 15 to 30 Years
 McDonough, GA (a) 179
 806
 
 1
 179
 807
 986
 (101) 1989 12/24/13 15 to 30 Years
 McDonough, GA (a) 418
 847
 
 
 418
 847
 1,265
 (119) 1995 12/24/13 15 to 30 Years
 McKinney, TX (c) 1,289
 467
 
 
 1,289
 467
 1,756
 (23) 2000 06/30/16 5 to 20 Years
 Mebane, NC (a) 846
 682
 
 
 846
 682
 1,528
 (290) 1993 09/29/06 15 to 30 Years
 Melissa, TX (c) 715
 609
 
 
 715
 609
 1,324
 (19) 2004 07/25/16 13 to 30 Years
Circle KNorton, OH (d) 581
 1,460
 
 
 581
 1,460
 2,041
 (285) 1984 07/17/13 13 to 35 Years
Circle KWilloughby, OH (d) 477
 1,167
 
 
 477
 1,167
 1,644
 (237) 1986 07/17/13 13 to 32 Years
Circle KColumbia, SC (d) 1,261
 985
 
 
 1,261
 985
 2,246
 (251) 1993 07/17/13 10 to 28 Years
Circle KEl Paso, TX (d) 1,090
 1,203
 
 
 1,090
 1,203
 2,293
 (426) 1999 07/17/13 6 to 35 Years
Circle KMartinez, GA (d) 626
 996
 
 
 626
 996
 1,622
 (487) 1985 07/17/13 3 to 35 Years
Circle KPine Mountain, GA (d) 454
 1,627
 
 
 454
 1,627
 2,081
 (309) 1999 07/17/13 10 to 37 Years
Circle KBeaufort, SC (d) 850
 1,337
 
 
 850
 1,337
 2,187
 (294) 1997 07/17/13 12 to 34 Years
Circle KWest Monroe, LA (d) 425
 1,558
 
 
 425
 1,558
 1,983
 (483) 1999 07/17/13 3 to 35 Years
Circle KAkron, OH (d) 402
 1,263
 
 
 402
 1,263
 1,665
 (228) 2000 07/17/13 13 to 34 Years
Circle KAkron, OH (d) 291
 1,230
 
 
 291
 1,230
 1,521
 (278) 1950 07/17/13 12 to 25 Years
Circle KCanton, OH (d) 362
 1,159
 
 
 362
 1,159
 1,521
 (265) 1990 07/17/13 12 to 26 Years
Circle KMaple Heights, OH (d) 747
 917
 
 
 747
 917
 1,664
 (231) 1998 07/17/13 13 to 32 Years
Circle KBrookpark, OH (d) 623
 978
 
 
 623
 978
 1,601
 (223) 1998 07/17/13 13 to 32 Years
Circle KCharlotte, NC (d) 1,392
 563
 
 
 1,392
 563
 1,955
 (316) 1991 07/17/13 6 to 32 Years
Circle KMobile, AL (d) 552
 1,664
 
 
 552
 1,664
 2,216
 (407) 1987 07/17/13 11 to 24 Years
Circle KBluffton, SC (d) 1,531
 645
 
 
 1,531
 645
 2,176
 (205) 1997 07/17/13 10 to 32 Years
Circle KMacon, GA (d) 471
 1,066
 
 
 471
 1,066
 1,537
 (351) 1993 07/17/13 5 to 35 Years
Circle KMobile, AL (d) 939
 878
 
 
 939
 878
 1,817
 (280) 1988 07/17/13 13 to 25 Years
Circle KShreveport, LA (d) 369
 1,183
 
 
 369
 1,183
 1,552
 (320) 1988 07/17/13 4 to 25 Years
Circle KSeville, OH (d) 1,141
 2,604
 
 
 1,141
 2,604
 3,745
 (503) 2003 07/17/13 15 to 36 Years
Circle KBarberton, OH (d) 321
 1,219
 
 
 321
 1,219
 1,540
 (232) 1983 07/17/13 14 to 31 Years
Circle KFairlawn, OH (d) 616
 1,064
 
 
 616
 1,064
 1,680
 (262) 1993 07/17/13 13 to 28 Years
Circle KCanton, OH (d) 1,037
 1,557
 
 
 1,037
 1,557
 2,594
 (376) 2000 07/17/13 15 to 34 Years
Circle KNorthfield, OH (d) 873
 1,633
 
 
 873
 1,633
 2,506
 (354) 1983 07/17/13 15 to 35 Years
Circle KColumbus, GA (d) 730
 1,317
 
 
 730
 1,317
 2,047
 (295) 1978 07/17/13 13 to 28 Years
Circle KOpelika, AL (d) 400
 1,321
 
 
 400
 1,321
 1,721
 (309) 1989 07/17/13 10 to 24 Years
Circle KAlbuquerque, NM (d) 699
 777
 
 
 699
 777
 1,476
 (311) 1994 07/17/13 9 to 35 Years
Circle KNorth Augusta, SC (d) 1,065
 894
 
 
 1,065
 894
 1,959
 (189) 1999 07/17/13 12 to 33 Years
Circle KBossier City, LA (d) 565
 1,051
 (21) 
 544
 1,051
 1,595
 (249) 1987 07/17/13 9 to 25 Years
CircusTrixClovis, CA (d) 1,117
 26
 
 238
 1,117
 264
 1,381
 (3) 2017 12/06/16 10 to 10 Years
Clean FreakPhoenix, AZ (d) 2,066
 1,581
 
 
 2,066
 1,581
 3,647
 (111) 2009 09/29/16 21 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Memphis, TN (c) 208
 302
 
 
 208
 302
 510
 (65) 2007 07/17/13 3 to 24 Years
 Memphis, TN (c) 128
 232
 
 
 128
 232
 360
 (60) 1971 07/17/13 8 to 20 Years
 Memphis, TN (c) 156
 351
 
 
 156
 351
 507
 (75) 1971 07/17/13 7 to 25 Years
 Memphis, TN (c) 288
 278
 
 
 288
 278
 566
 (89) 1976 07/17/13 6 to 20 Years
 Memphis, TN (c) 206
 471
 
 
 206
 471
 677
 (89) 1979 07/17/13 10 to 25 Years
 Memphis, TN (c) 163
 295
 
 
 163
 295
 458
 (65) 1979 07/17/13 10 to 25 Years
 Memphis, TN (c) 212
 245
 
 
 212
 245
 457
 (75) 1971 07/17/13 7 to 25 Years
 Memphis, TN (c) 180
 316
 
 
 180
 316
 496
 (76) 1971 07/17/13 7 to 20 Years
 Memphis, TN (c) 264
 592
 
 
 264
 592
 856
 (89) 1971 07/17/13 11 to 35 Years
 Memphis, TN (c) 426
 608
 
 
 426
 608
 1,034
 (100) 1971 07/17/13 11 to 32 Years
 Memphis, TN (a) 320
 
 
 
 320
 
 320
 
 (f) 10/30/13 (f)
 Mercedes, TX (c) 535
 575
 
 
 535
 575
 1,110
 (81) 1982 07/17/13 11 to 35 Years
 Mesquite, TX (c) 234
 459
 
 
 234
 459
 693
 (89) 2001 07/17/13 11 to 28 Years
 Miami, FL (a) 602
 14
 
 
 602
 14
 616
 (183) 1978 09/24/04 10 to 15 Years
 Miami, FL (a) 596
 105
 
 
 596
 105
 701
 (153) 1978 09/24/04 10 to 15 Years
 Miamisburg, OH (c) 140
 262
 
 
 140
 262
 402
 (22) 1970 08/21/15 15 to 20 Years
 Midland, TX (c) 195
 432
 
 
 195
 432
 627
 (60) 1972 07/17/13 9 to 35 Years
 Midland, TX (c) 769
 893
 
 
 769
 893
 1,662
 (37) 1982 12/29/15 15 to 30 Years
 Midwest City, OK (c) 318
 623
 
 
 318
 623
 941
 (87) 1985 07/17/13 9 to 35 Years
 Milan, IL (a) 161
 533
 
 
 161
 533
 694
 (107) 1997 10/03/11 15 to 30 Years
 Mission, TX (c) 577
 598
 
 
 577
 598
 1,175
 (85) 1981 07/17/13 9 to 35 Years
 Moncks Corner, SC (a) 573
 466
 
 
 573
 466
 1,039
 (332) 1998 09/24/04 15 to 20 Years
 Monroe, GA (a) 618
 787
 
 
 618
 787
 1,405
 (113) 1977 12/24/13 15 to 30 Years
 Montgomery, AL (c) 288
 623
 
 
 288
 623
 911
 (84) 1998 07/17/13 9 to 35 Years
 Montgomery, AL (c) 177
 516
 
 
 177
 516
 693
 (131) 1984 07/17/13 9 to 19 Years
 Montgomery, AL (c) 247
 376
 
 
 247
 376
 623
 (96) 1999 07/17/13 10 to 24 Years
 Montgomery, AL (c) 455
 579
 
 
 455
 579
 1,034
 (101) 1972 07/17/13 11 to 33 Years
 Montgomery, AL (c) 313
 601
 
 
 313
 601
 914
 (133) 1999 07/17/13 10 to 27 Years
 Mooresville, IN (a) 560
 549
 
 
 560
 549
 1,109
 (371) 1998 09/23/05 15 to 20 Years
 Morristown, TN (a) 588
 781
 
 
 588
 781
 1,369
 (304) 1987 09/01/05 15 to 30 Years
 Morrow, GA (a) 652
 450
 
 
 652
 450
 1,102
 (212) 1995 02/28/06 15 to 30 Years
 Morrow, GA (a) 530
 568
 
 
 530
 568
 1,098
 (100) 2006 02/02/12 15 to 40 Years
 Moultrie, GA (a) 437
 563
 
 
 437
 563
 1,000
 (105) 2012 03/29/13 15 to 30 Years
 Moultrie, GA (a) 359
 827
 
 
 359
 827
 1,186
 (105) 1997 12/24/13 15 to 30 Years
 Mount Carmel, TN (a) 499
 536
 
 
 499
 536
 1,035
 (130) 1988 12/21/12 15 to 30 Years
 Mount Pleasant, MI (a) 485
 642
 
 
 485
 642
 1,127
 (279) 1997 12/29/05 15 to 30 Years
 Mount Pleasant, MI (a) 657
 854
 
 
 657
 854
 1,511
 (343) 2010 02/13/09 13 to 38 Years
Clean FreakPhoenix, AZ (d) 1,143
 439
 
 
 1,143
 439
 1,582
 (41) 1970 09/29/16 21 to 30 Years
Clean FreakChandler, AZ (d) 1,293
 1,951
 
 
 1,293
 1,951
 3,244
 (116) 2006 09/29/16 21 to 30 Years
Clean FreakPhoenix, AZ (d) 1,835
 2,332
 
 54
 1,835
 2,386
 4,221
 (143) 1974 09/29/16 21 to 30 Years
Clean FreakGlendale, AZ (d) 1,524
 854
 
 
 1,524
 854
 2,378
 (78) 1988 09/29/16 21 to 30 Years
Columbus Arts & Tech AcademyColumbus, OH (a) 417
 5,100
 
 849
 417
 5,949
 6,366
 (2,489) 1980 03/17/06 13 to 30 Years
Columbus Fish MarketGrandview, OH (b) 2,164
 1,165
 
 
 2,164
 1,165
 3,329
 (397) 1960 07/17/13 9 to 23 Years
Columbus Preparatory AcademyColumbus, OH (a) 1,069
 3,363
 330
 1,340
 1,399
 4,703
 6,102
 (2,875) 2004 03/17/06 13 to 20 Years
ConForm AutomotiveSidney, OH (a) 921
 4,177
 
 
 921
 4,177
 5,098
 (2,525) 1987 12/22/05 12 to 20 Years
ConvergysLas Cruces, NM (d) 808
 6,045
 
 
 808
 6,045
 6,853
 (908) 2008 07/17/13 4 to 52 Years
Cost-U-LessSt. Croix, VI (d) 2,132
 5,992
 
 
 2,132
 5,992
 8,124
 (1,002) 2005 07/17/13 8 to 37 Years
Courthouse Athletic ClubSalem, OR (a) 941
 2,620
 1,018
 5,042
 1,959
 7,662
 9,621
 (2,483) 1996 12/01/05 15 to 40 Years
Courthouse Athletic ClubSalem, OR (a) 1,509
 5,635
 
 
 1,509
 5,635
 7,144
 (1,864) 2001 12/01/05 15 to 40 Years
Courthouse Athletic ClubSalem, OR (a) 1,214
 4,911
 
 
 1,214
 4,911
 6,125
 (1,652) 1980 12/01/05 15 to 40 Years
Courthouse Athletic ClubKeizer, OR (a) 1,208
 4,089
 
 
 1,208
 4,089
 5,297
 (1,361) 1988 12/01/05 15 to 40 Years
Courthouse Athletic ClubSalem, OR (a) 1,589
 3,834
 
 
 1,589
 3,834
 5,423
 (1,721) 1977 12/01/05 15 to 30 Years
CoxHealthSpringfield, MO (d) 2,025
 3,911
 
 
 2,025
 3,911
 5,936
 (660) 1990 09/23/14 7 to 30 Years
Crème de la CrèmeLone Tree, CO (a) 2,020
 3,748
 
 
 2,020
 3,748
 5,768
 (1,697) 1999 09/29/05 15 to 30 Years
Crème de la CrèmeWarrenville, IL (a) 2,542
 3,813
 
 
 2,542
 3,813
 6,355
 (1,881) 1999 09/29/05 15 to 30 Years
Crème de la CrèmeLeawood, KS (a) 1,854
 3,914
 
 
 1,854
 3,914
 5,768
 (1,846) 1999 09/29/05 15 to 30 Years
Crème de la CrèmeWestmont, IL (a) 1,375
 5,087
 
 
 1,375
 5,087
 6,462
 (1,584) 2003 12/28/05 15 to 40 Years
Crème de la CrèmeRomeoville, IL (a) 1,684
 5,676
 (1) 
 1,683
 5,676
 7,359
 (1,449) 2008 11/07/08 14 to 49 Years
Crème de la CrèmeDuluth, GA (a) 2,289
 4,274
 
 
 2,289
 4,274
 6,563
 (1,889) 2007 12/23/08 13 to 48 Years
Crème de la CrèmeMount Laurel, NJ (a) 1,404
 5,655
 
 
 1,404
 5,655
 7,059
 (1,566) 2007 05/01/09 13 to 48 Years
Crème de la CrèmeChicago, IL (a) 5,057
 5,939
 
 
 5,057
 5,939
 10,996
 (577) 2009 05/30/14 15 to 40 Years
Crème de la CrèmeBarrington, IL (a) 1,180
 5,939
 
 
 1,180
 5,939
 7,119
 (620) 2008 05/30/14 15 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Muskogee, OK (c) 853
 767
 
 
 853
 767
 1,620
 (20) 1985 06/30/16 5 to 30 Years
 Naperville, IL (c) 976
 
 27
 
 1,003
 
 1,003
 
 (f) 06/30/16 (f)
 Nappanee, IN (a) 301
 413
 
 
 301
 413
 714
 (279) 2005 12/21/07 15 to 20 Years
 Nashville, TN (a) 264
 
 
 
 264
 
 264
 
 (f) 10/30/13 (f)
 Nashville, TN (a) 538
 
 
 
 538
 
 538
 
 (f) 10/30/13 (f)
 New Albany, IN (a) 497
 278
 
 
 497
 278
 775
 (172) 1992 09/24/04 15 to 30 Years
 New Braunfels, TX (c) 302
 526
 
 
 302
 526
 828
 (97) 1973 07/17/13 10 to 27 Years
 New Castle, PA (a) 573
 1,042
 
 
 573
 1,042
 1,615
 (222) 1999 07/17/13 7 to 25 Years
 Niagara Falls, NY (a) 1,359
 551
 
 
 1,359
 551
 1,910
 (276) 1979 11/10/05 15 to 30 Years
 Nogales, AZ (c) 207
 448
 
 
 207
 448
 655
 (86) 1976 07/17/13 11 to 25 Years
 Norcross, GA (a) 678
 402
 
 
 678
 402
 1,080
 (240) 1982 02/28/06 15 to 20 Years
 Norfolk, VA (c) 373
 517
 
 
 373
 517
 890
 (131) 1988 07/17/13 7 to 20 Years
 Normal, IL (a) 394
 240
 
 
 394
 240
 634
 (122) 1980 12/21/12 10 to 15 Years
 Normandy, MO (a) 265
 329
 (6) 
 259
 329
 588
 (203) 1978 05/25/05 15 to 20 Years
 North Canton, OH (a) 484
 497
 (14) 
 470
 497
 967
 (306) 1989 12/29/06 15 to 20 Years
 North Little Rock, AR (c) 128
 351
 
 
 128
 351
 479
 (66) 1999 07/17/13 10 to 28 Years
 Oak Ridge, TN (a) 669
 548
 
 
 669
 548
 1,217
 (207) 1976 09/01/05 15 to 30 Years
 Odessa, TX (c) 597
 443
 
 
 597
 443
 1,040
 (71) 1979 07/17/13 10 to 35 Years
 Odessa, TX (c) 670
 563
 
 
 670
 563
 1,233
 (84) 1972 07/17/13 10 to 35 Years
 Odessa, TX (c) 500
 941
 
 
 500
 941
 1,441
 (38) 1982 12/29/15 15 to 30 Years
 Oklahoma City, OK (c) 223
 469
 
 
 223
 469
 692
 (110) 1998 07/17/13 8 to 22 Years
 Oklahoma City, OK (c) 200
 428
 
 
 200
 428
 628
 (85) 1971 07/17/13 9 to 25 Years
 Oklahoma City, OK (a) 541
 842
 (398) (614) 143
 228
 371
 (61) 2007 07/17/13 4 to 33 Years
 Oklahoma City, OK (c) 474
 516
 
 
 474
 516
 990
 (19) 1984 06/30/16 5 to 20 Years
 Oklahoma City, OK (c) 467
 273
 
 
 467
 273
 740
 (17) 1986 06/30/16 5 to 10 Years
 Oklahoma City, OK (c) 375
 605
 
 
 375
 605
 980
 (14) 1986 06/30/16 5 to 30 Years
 Omaha, NE (a) 539
 380
 
 
 539
 380
 919
 (62) 2006 10/03/11 15 to 40 Years
 Opelousas, LA (a) 419
 659
 
 
 419
 659
 1,078
 (91) 1968 10/30/13 15 to 30 Years
 Orange, TX (c) 541
 335
 
 
 541
 335
 876
 (43) 2007 08/31/15 15 to 30 Years
 Orland Park, IL (c) 999
 
 
 
 999
 
 999
 
 (f) 09/12/16 (f)
 Orlando, FL (a) 1,249
 729
 
 
 1,249
 729
 1,978
 (498) 1985 06/25/04 15 to 20 Years
 Orlando, FL (a) 642
 178
 
 
 642
 178
 820
 (237) 1967 12/30/04 10 to 15 Years
 Oshkosh, WI (a) 765
 829
 (40) 300
 725
 1,129
 1,854
 (570) 1984 12/29/05 15 to 20 Years
 Overland, MO (a) 278
 494
 
 
 278
 494
 772
 (276) 1972 05/25/05 15 to 20 Years
Crown Distributing LLCArlington, WA (d) 1,860
 10,402
 
 
 1,860
 10,402
 12,262
 (967) 2002 11/21/14 7 to 40 Years
Crunch FitnessAurora, IL (b) 668
 2,615
 
 23
 668
 2,638
 3,306
 (133) 2006 11/29/16 9 to 30 Years
Crunch FitnessEagle, ID (d) 1,428
 5,591
 
 430
 1,428
 6,021
 7,449
 (228) 1999 12/28/16 10 to 30 Years
Crunch FitnessBoise, ID (d) 1,335
 4,982
 
 305
 1,335
 5,287
 6,622
 (206) 2001 12/28/16 8 to 30 Years
Crunch FitnessBoise, ID (d) 823
 3,178
 
 313
 823
 3,491
 4,314
 (103) 2003 12/28/16 10 to 40 Years
Crunch FitnessMeridian, ID (d) 840
 2,950
 
 273
 840
 3,223
 4,063
 (114) 1993 12/28/16 8 to 30 Years
C-Store (GPM Investments, LLC)Daleville, VA (d) 467
 616
 
 
 467
 616
 1,083
 (79) 1989 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Forest, VA (d) 248
 834
 
 
 248
 834
 1,082
 (89) 1995 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Rustburg, VA (d) 526
 775
 
 
 526
 775
 1,301
 (106) 1990 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Madison Heights, VA (d) 268
 417
 
 
 268
 417
 685
 (51) 1983 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Lynchburg, VA (d) 467
 1,391
 
 
 467
 1,391
 1,858
 (142) 2006 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Altavista, VA (d) 358
 1,401
 
 
 358
 1,401
 1,759
 (140) 1981 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Altavista, VA (d) 467
 745
 
 
 467
 745
 1,212
 (90) 1984 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)South Boston, VA (d) 377
 705
 
 
 377
 705
 1,082
 (75) 1988 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Blairs, VA (d) 318
 636
 
 
 318
 636
 954
 (70) 1987 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Beattyville, KY (d) 278
 795
 
 
 278
 795
 1,073
 (84) 1981 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Winchester, KY (d) 755
 775
 
 
 755
 775
 1,530
 (104) 1981 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Irvine, KY (d) 219
 666
 
 
 219
 666
 885
 (80) 1987 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Paris, KY (d) 129
 636
 
 
 129
 636
 765
 (65) 1988 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Carlisle, KY (d) 209
 586
 
 
 209
 586
 795
 (67) 1989 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Georgetown, KY (d) 725
 805
 
 
 725
 805
 1,530
 (103) 1989 06/30/15 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Parkersburg, WV (a) 416
 658
 
 75
 416
 733
 1,149
 (447) 1986 03/07/07 4 to 20 Years
 Parkersburg, WV (a) 457
 309
 
 
 457
 309
 766
 (163) 1999 12/21/12 10 to 15 Years
 Parma Heights, OH (a) 598
 535
 
 
 598
 535
 1,133
 (210) 2004 08/27/09 13 to 38 Years
 Paxton, IL (a) 324
 658
 
 
 324
 658
 982
 (456) 1986 12/29/05 15 to 20 Years
 Pearson, GA (a) 159
 817
 
 
 159
 817
 976
 (106) 1994 12/24/13 15 to 30 Years
 Pensacola, FL (a) 860
 291
 
 
 860
 291
 1,151
 (393) 1977 07/28/04 10 to 15 Years
 Peoria, IL (a) 154
 320
 
 
 154
 320
 474
 (196) 1976 05/25/05 15 to 20 Years
 Peoria, IL (a) 383
 270
 
 
 383
 270
 653
 (141) 1980 12/21/12 10 to 15 Years
 Peoria, IL (a) 282
 435
 
 
 282
 435
 717
 (123) 1980 12/21/12 15 to 20 Years
 Pharr, TX (c) 694
 441
 
 
 694
 441
 1,135
 (90) 1997 07/17/13 10 to 26 Years
 Phenix City, AL (c) 493
 497
 
 
 493
 497
 990
 (62) 1978 07/17/13 8 to 35 Years
 Philippi, WV (a) 405
 232
 
 
 405
 232
 637
 (133) 1986 12/21/12 10 to 15 Years
 Phoenix, AZ (c) 523
 97
 
 
 523
 97
 620
 (46) 1976 07/17/13 9 to 16 Years
 Phoenix, AZ (c) 321
 276
 
 
 321
 276
 597
 (74) 1975 07/17/13 10 to 20 Years
 Phoenix, AZ (c) 384
 528
 
 
 384
 528
 912
 (90) 1974 07/17/13 11 to 27 Years
 Phoenix, AZ (c) 368
 267
 
 
 368
 267
 635
 (56) 1974 07/17/13 11 to 23 Years
 Phoenix, AZ (c) 415
 403
 
 
 415
 403
 818
 (69) 1975 07/17/13 8 to 27 Years
 Phoenix, AZ (c) 599
 412
 
 
 599
 412
 1,011
 (67) 1980 07/17/13 10 to 35 Years
 Phoenix, AZ (c) 400
 120
 
 
 400
 120
 520
 (50) 1977 07/17/13 11 to 13 Years
 Pilot Point, TX (c) 446
 436
 
 
 446
 436
 882
 (16) 2000 07/25/16 13 to 30 Years
 Pine Bluff, AR (c) 854
 431
 
 
 854
 431
 1,285
 (58) 1971 07/17/13 7 to 35 Years
 Pineville, LA (a) 558
 1,044
 
 
 558
 1,044
 1,602
 (442) 1996 06/25/04 11 to 30 Years
 Pleasanton, TX (c) 230
 1,052
 
 
 230
 1,052
 1,282
 (136) 1985 07/17/13 11 to 35 Years
 Ponca City, OK (c) 93
 249
 
 
 93
 249
 342
 (52) 2007 07/17/13 4 to 28 Years
 Port Allen, LA (a) 521
 575
 
 
 521
 575
 1,096
 (311) 1997 09/24/04 15 to 30 Years
 Port Arthur, TX (c) 188
 256
 
 
 188
 256
 444
 (28) 1976 08/31/15 15 to 20 Years
 Port Arthur, TX (c) 384
 266
 
 
 384
 266
 650
 (41) 2002 08/31/15 15 to 20 Years
 Port Arthur, TX (c) 403
 344
 
 
 403
 344
 747
 (46) 2004 08/31/15 15 to 20 Years
 Port Isabel, TX (c) 348
 672
 
 
 348
 672
 1,020
 (102) 2004 07/17/13 11 to 31 Years
 Port Lavaca, TX (c) 339
 594
 
 
 339
 594
 933
 (97) 1985 07/17/13 11 to 28 Years
 Portsmouth, VA (c) 574
 419
 
 
 574
 419
 993
 (93) 1988 07/17/13 10 to 25 Years
 Powell, TN (c) 411
 353
 
 
 411
 353
 764
 (82) 2007 07/17/13 4 to 26 Years
 Princeton, IN (a) 340
 906
 
 
 340
 906
 1,246
 (262) 1992 07/17/13 7 to 15 Years
 Prosper, TX (c) 990
 435
 
 
 990
 435
 1,425
 (18) 2004 07/25/16 13 to 30 Years
 Pulaski, VA (a) 444
 236
 
 
 444
 236
 680
 (295) 1994 07/01/05 15 to 20 Years
 Quincy, FL (a) 1,015
 416
 
 
 1,015
 416
 1,431
 (427) 1989 09/24/04 15 to 20 Years
 Quitman, GA (a) 259
 936
 
 
 259
 936
 1,195
 (118) 1985 12/24/13 15 to 30 Years
 Radford, VA (a) 499
 248
 
 
 499
 248
 747
 (347) 1995 07/01/05 15 to 20 Years
C-Store (GPM Investments, LLC)Georgetown, KY (d) 815
 934
 
 
 815
 934
 1,749
 (116) 1998 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Mount Sterling, KY (d) 1,103
 1,103
 
 
 1,103
 1,103
 2,206
 (150) 2000 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Harrodsburg, KY (d) 228
 824
 
 
 228
 824
 1,052
 (89) 1973 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Carlisle, KY (d) 298
 874
 
 
 298
 874
 1,172
 (101) 2005 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Salem, VA (d) 209
 576
 
 
 209
 576
 785
 (66) 1970 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Salem, VA (d) 646
 517
 
 
 646
 517
 1,163
 (73) 1987 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Roanoke, VA (d) 238
 497
 
 
 238
 497
 735
 (53) 1988 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Roanoke, VA (d) 616
 534
 
 
 616
 534
 1,150
 (76) 1988 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Bedford, VA (d) 258
 818
 
 
 258
 818
 1,076
 (88) 1997 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Lynchburg, VA (d) 278
 699
 
 
 278
 699
 977
 (70) 1967 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Gretna, VA (d) 268
 798
 
 
 268
 798
 1,066
 (93) 1978 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Lynchburg, VA (d) 517
 1,142
 
 
 517
 1,142
 1,659
 (128) 2000 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Moneta, VA (d) 437
 934
 
 
 437
 934
 1,371
 (118) 1999 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Hurt, VA (d) 685
 1,023
 
 
 685
 1,023
 1,708
 (133) 1973 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)South Boston, VA (d) 407
 834
 
 
 407
 834
 1,241
 (89) 1983 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)South Boston, VA (d) 894
 1,232
 
 
 894
 1,232
 2,126
 (147) 1997 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Gretna, VA (d) 159
 1,083
 
 
 159
 1,083
 1,242
 (108) 1996 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Danville, VA (d) 348
 477
 
 
 348
 477
 825
 (61) 1989 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)South Boston, VA (d) 368
 517
 
 
 368
 517
 885
 (71) 1997 06/30/15 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Raleigh, NC (a) 639
 320
 
 
 639
 320
 959
 (77) 2008 09/17/13 15 to 30 Years
 Raymondville, TX (c) 660
 455
 
 
 660
 455
 1,115
 (81) 1984 07/17/13 9 to 35 Years
 Red Bank, TN (a) 610
 557
 
 
 610
 557
 1,167
 (349) 1997 06/25/04 15 to 30 Years
 Richland Hills, TX (c) 229
 199
 
 
 229
 199
 428
 (48) 1999 07/17/13 10 to 25 Years
 Rio Grand City, TX (c) 1,746
 554
 
 
 1,746
 554
 2,300
 (79) 1984 07/17/13 12 to 35 Years
 Riverdale, GA (c) 742
 1,789
 
 
 742
 1,789
 2,531
 (91) 2010 09/17/15 15 to 30 Years
 Robinson, IL (a) 250
 1,021
 
 
 250
 1,021
 1,271
 (157) 1994 07/17/13 7 to 33 Years
 Rochester, MN (a) 561
 83
 66
 (83) 627
 
 627
 
 (f) 09/23/05 (f)
 Rock Hill, SC (a) 373
 722
 
 
 373
 722
 1,095
 (414) 1978 12/29/05 15 to 20 Years
 Rockwell, NC (a) 385
 385
 
 
 385
 385
 770
 (89) 2006 09/17/13 15 to 30 Years
 Rogers, AR (c) 334
 884
 
 
 334
 884
 1,218
 (77) 2005 09/30/14 15 to 30 Years
 Rogersville, TN (a) 384
 964
 
 
 384
 964
 1,348
 (183) 1986 12/21/12 15 to 30 Years
 Rolesville, NC (a) 526
 320
 
 
 526
 320
 846
 (73) 2007 09/17/13 15 to 30 Years
 Rolla, MO (a) 229
 857
 
 
 229
 857
 1,086
 (110) 1978 12/24/13 15 to 30 Years
 Roma, TX (c) 478
 855
 
 
 478
 855
 1,333
 (123) 1985 07/17/13 11 to 35 Years
 Romeoville, IL (a) 789
 713
 (62) 
 727
 713
 1,440
 (405) 1999 09/23/05 15 to 20 Years
 Roswell, GA (a) 513
 559
 
 
 513
 559
 1,072
 (93) 2006 02/02/12 15 to 40 Years
 Roswell, NM (c) 343
 321
 
 
 343
 321
 664
 (96) 1974 07/17/13 11 to 23 Years
 Saint Ann, MO (a) 588
 613
 
 
 588
 613
 1,201
 (425) 1985 09/23/05 15 to 20 Years
 Saint Cloud, FL (a) 1,193
 557
 
 
 1,193
 557
 1,750
 (357) 1983 06/25/04 15 to 20 Years
 Salisbury, NC (a) 357
 338
 
 
 357
 338
 695
 (59) 2002 09/17/13 15 to 30 Years
 San Antonio, TX (a) 517
 373
 
 
 517
 373
 890
 (200) 2002 09/25/06 15 to 30 Years
 San Antonio, TX (a) 349
 429
 
 
 349
 429
 778
 (261) 1983 09/25/06 15 to 20 Years
 San Antonio, TX (a) 428
 339
 
 
 428
 339
 767
 (185) 2001 09/25/06 15 to 30 Years
 San Antonio, TX (a) 539
 300
 
 
 539
 300
 839
 (200) 2001 09/25/06 15 to 30 Years
 San Antonio, TX (c) 205
 1,042
 
 
 205
 1,042
 1,247
 (205) 1976 07/17/13 10 to 20 Years
 San Antonio, TX (c) 685
 257
 
 
 685
 257
 942
 (44) 1976 07/17/13 9 to 35 Years
 San Antonio, TX (c) 592
 336
 
 
 592
 336
 928
 (56) 1968 07/17/13 9 to 35 Years
 San Antonio, TX (c) 79
 347
 
 
 79
 347
 426
 (47) 1977 07/17/13 9 to 33 Years
 San Antonio, TX (c) 395
 414
 
 
 395
 414
 809
 (86) 1984 07/17/13 11 to 25 Years
 San Antonio, TX (c) 544
 521
 
 
 544
 521
 1,065
 (77) 1967 07/17/13 11 to 33 Years
 San Antonio, TX (c) 375
 282
 
 
 375
 282
 657
 (72) 1965 07/17/13 9 to 21 Years
 San Antonio, TX (c) 373
 170
 
 
 373
 170
 543
 (47) 1993 07/17/13 9 to 20 Years
 San Antonio, TX (c) 331
 449
 
 
 331
 449
 780
 (87) 1983 07/17/13 10 to 25 Years
 San Antonio, TX (c) 283
 573
 
 
 283
 573
 856
 (107) 1971 07/17/13 11 to 33 Years
 San Antonio, TX (c) 369
 226
 
 
 369
 226
 595
 (47) 1986 07/17/13 10 to 25 Years
 San Antonio, TX (c) 397
 700
 
 
 397
 700
 1,097
 (98) 1984 07/17/13 11 to 35 Years
 San Antonio, TX (c) 403
 61
 
 
 403
 61
 464
 (130) 1971 07/17/13 9 to 17 Years
C-Store (GPM Investments, LLC)Jackson, KY (d) 417
 765
 
 
 417
 765
 1,182
 (89) 1982 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)McKee, KY (d) 119
 973
 
 
 119
 973
 1,092
 (91) 1983 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Paris, KY (d) 209
 576
 
 
 209
 576
 785
 (66) 1992 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Cynthiana, KY (d) 119
 596
 
 
 119
 596
 715
 (61) 1985 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Campton, KY (d) 189
 735
 
 
 189
 735
 924
 (78) 1996 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Flemingsburg, KY (d) 1,073
 1,212
 
 
 1,073
 1,212
 2,285
 (161) 1997 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Clay City, KY (d) 397
 884
 
 
 397
 884
 1,281
 (120) 2002 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Hazard, KY (d) 288
 805
 
 
 288
 805
 1,093
 (87) 1991 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Roanoke, VA (d) 397
 785
 
 
 397
 785
 1,182
 (90) 1986 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Salem, VA (d) 387
 1,172
 
 
 387
 1,172
 1,559
 (124) 1973 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Roanoke, VA (d) 397
 685
 
 
 397
 685
 1,082
 (82) 1997 06/30/15 15 to 30 Years
C-Store (GPM Investments, LLC)Greenville, MI (d) 437
 628
 
 194
 437
 822
 1,259
 (60) 1968 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Spring Lake, MI (d) 247
 325
 
 190
 247
 515
 762
 (43) 1964 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Hastings, MI (d) 392
 437
 
 190
 392
 627
 1,019
 (57) 1964 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Zeeland, MI (d) 213
 426
 
 
 213
 426
 639
 (35) 1989 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Holland, MI (d) 235
 325
 
 
 235
 325
 560
 (31) 1957 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Eaton Rapids, MI (d) 291
 448
 
 
 291
 448
 739
 (47) 1945 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Fremont, MI (d) 269
 269
 
 
 269
 269
 538
 (34) 1971 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Sparta, MI (d) 291
 650
 
 
 291
 650
 941
 (53) 1993 05/19/16 17 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 San Antonio, TX (c) 279
 261
 
 
 279
 261
 540
 (54) 1976 07/17/13 11 to 32 Years
 San Benito, TX (c) 1,641
 688
 
 
 1,641
 688
 2,329
 (88) 1977 07/17/13 9 to 35 Years
 Sandusky, OH (a) 922
 406
 (314) (89) 608
 317
 925
 (132) 1987 08/27/09 14 to 29 Years
 Sapulpa, OK (c) 855
 1,030
 
 
 855
 1,030
 1,885
 (25) 1987 06/30/16 5 to 30 Years
 Sedalia, MO (a) 751
 662
 
 
 751
 662
 1,413
 (352) 1983 12/29/06 15 to 30 Years
 Seven Hills, OH (a) 496
 488
 
 
 496
 488
 984
 (209) 1977 08/27/09 13 to 28 Years
 Seymour, TN (a) 365
 440
 
 
 365
 440
 805
 (86) 2007 07/17/13 6 to 27 Years
 Siler City, NC (a) 686
 385
 
 
 686
 385
 1,071
 (99) 2005 09/17/13 15 to 30 Years
 Parkersburg, WV (a) 383
 404
 
 
 383
 404
 787
 (111) 1986 12/21/12 15 to 20 Years
 South Charleston, WV (a) 524
 541
 
 
 524
 541
 1,065
 (134) 1993 12/21/12 15 to 20 Years
 South Hill, VA (a) 564
 320
 
 
 564
 320
 884
 (81) 2007 09/17/13 15 to 30 Years
 Southlake, TX (c) 30
 58
 
 
 30
 58
 88
 (5) 1999 06/30/16 9 to 10 Years
 Spencer, IN (a) 136
 1,040
 
 
 136
 1,040
 1,176
 (187) 1999 07/17/13 8 to 22 Years
 Springfield, IL (a) 1,072
 642
 
 
 1,072
 642
 1,714
 (486) 1988 09/23/05 15 to 20 Years
 Springfield, IL (a) 571
 630
 
 
 571
 630
 1,201
 (320) 1997 09/23/05 15 to 30 Years
 Springfield, MO (a) 439
 719
 
 
 439
 719
 1,158
 (336) 2004 12/29/06 15 to 40 Years
 Springville, NY (a) 678
 586
 
 
 678
 586
 1,264
 (262) 1988 11/10/05 15 to 30 Years
 St. Louis, MO (a) 503
 651
 
 
 503
 651
 1,154
 (386) 1976 09/24/04 15 to 20 Years
 St. Louis, MO (a) 828
 351
 
 
 828
 351
 1,179
 (300) 1986 09/24/04 15 to 20 Years
 St. Louis, MO (a) 290
 211
 
 
 290
 211
 501
 (152) 1973 05/25/05 15 to 20 Years
 St. Louis, MO (a) 231
 337
 
 
 231
 337
 568
 (195) 1972 05/25/05 15 to 20 Years
 St. Louis, MO (a) 189
 227
 
 
 189
 227
 416
 (145) 1972 05/25/05 15 to 20 Years
 St. Louis, MO (a) 464
 218
 
 
 464
 218
 682
 (174) 1978 05/25/05 15 to 20 Years
 St. Paul, TX (c) 509
 192
 
 
 509
 192
 701
 (13) 2003 07/25/16 13 to 20 Years
 Statesboro, GA (a) 779
 777
 
 
 779
 777
 1,556
 (410) 1985 09/24/04 15 to 20 Years
 Sterling Heights, MI (a) 866
 960
 
 
 866
 960
 1,826
 (406) 2000 12/29/05 15 to 30 Years
 Stillwater, OK (c) 218
 1,262
 
 
 218
 1,262
 1,480
 (160) 2007 07/17/13 4 to 32 Years
 Stillwater, OK (c) 1,314
 1,111
 
 
 1,314
 1,111
 2,425
 (85) 2015 03/31/15 15 to 40 Years
 Stockbridge, GA (a) 388
 353
 
 
 388
 353
 741
 (72) 2001 02/02/12 15 to 30 Years
 Stone Mountain, GA (a) 379
 487
 
 
 379
 487
 866
 (95) 1986 02/02/12 15 to 30 Years
 Sun City, AZ (a) 771
 372
 
 
 771
 372
 1,143
 (237) 1986 12/29/06 15 to 20 Years
 Sweetwater, TN (a) 602
 550
 
 250
 602
 800
 1,402
 (244) 1999 12/29/06 15 to 40 Years
 Talladega, AL (c) 247
 245
 
 
 247
 245
 492
 (91) 1998 07/17/13 11 to 21 Years
 Tempe, AZ (a) 480
 361
 
 
 480
 361
 841
 (191) 2003 09/25/06 15 to 30 Years
 Temple, TX (c) 705
 493
 
 
 705
 493
 1,198
 (67) 1983 07/17/13 10 to 35 Years
 Texarkana, TX (a) 265
 747
 
 
 265
 747
 1,012
 (102) 2013 11/04/13 14 to 30 Years
 The Village, OK (c) 211
 650
 
 
 211
 650
 861
 (83) 1978 07/17/13 9 to 35 Years
C-Store (GPM Investments, LLC)Three Rivers, MI (d) 1,256
 1,401
 
 
 1,256
 1,401
 2,657
 (133) 1982 05/19/16 20 to 30 Years
C-Store (GPM Investments, LLC)Jackson, MI (d) 684
 1,188
 
 
 684
 1,188
 1,872
 (100) 1963 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Jackson, MI (d) 908
 1,132
 
 
 908
 1,132
 2,040
 (107) 1969 05/19/16 21 to 30 Years
C-Store (GPM Investments, LLC)Cedar Springs, MI (d) 191
 348
 
 
 191
 348
 539
 (31) 1965 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Burton, MI (d) 336
 1,323
 
 
 336
 1,323
 1,659
 (90) 1969 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Cadillac, MI (d) 370
 404
 
 
 370
 404
 774
 (43) 1971 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Swartz Creek, MI (d) 213
 460
 
 
 213
 460
 673
 (39) 1952 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Grayling, MI (d) 2,052
 549
 
 
 2,052
 549
 2,601
 (102) 1988 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Plainwell, MI (d) 785
 235
 
 
 785
 235
 1,020
 (56) 1998 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Lansing, MI (d) 336
 168
 
 
 336
 168
 504
 (33) 1978 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Menominee, MI (d) 235
 179
 
 
 235
 179
 414
 (25) 1966 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Marquette, MI (d) 404
 146
 
 
 404
 146
 550
 (23) 1968 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Scottville, MI (d) 235
 404
 
 
 235
 404
 639
 (41) 1959 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Saginaw, MI (d) 1,177
 594
 
 
 1,177
 594
 1,771
 (81) 1989 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Sault Ste Marie, MI (d) 1,760
 561
 
 
 1,760
 561
 2,321
 (92) 1993 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Lansing, MI (d) 269
 179
 
 
 269
 179
 448
 (27) 1965 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Merrillville, IN (d) 303
 247
 
 
 303
 247
 550
 (33) 1973 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Stevensville, MI (d) 482
 191
 
 
 482
 191
 673
 (41) 1960 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Charlotte, MI (d) 224
 157
 
 
 224
 157
 381
 (26) 1968 05/19/16 17 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Thomasville, GA (a) 408
 837
 
 
 408
 837
 1,245
 (108) 1985 12/24/13 15 to 30 Years
 Tipp City, OH (a) 789
 332
 
 
 789
 332
 1,121
 (252) 1991 12/29/06 15 to 20 Years
 Tooele, UT (a) 552
 624
 
 
 552
 624
 1,176
 (430) 1988 09/24/04 15 to 20 Years
 Trenton, MO (a) 309
 1,175
 
 
 309
 1,175
 1,484
 (147) 1976 12/24/13 15 to 30 Years
 Trotwood, OH (c) 281
 219
 
 
 281
 219
 500
 (23) 1971 08/21/15 15 to 20 Years
 Tucson, AZ (c) 262
 193
 
 
 262
 193
 455
 (61) 1983 07/17/13 11 to 23 Years
 Tucson, AZ (c) 191
 552
 
 
 191
 552
 743
 (72) 1981 07/17/13 11 to 35 Years
 Tucson, AZ (c) 349
 479
 
 
 349
 479
 828
 (72) 1976 07/17/13 11 to 35 Years
 Tucson, AZ (c) 221
 434
 
 
 221
 434
 655
 (72) 1980 07/17/13 11 to 27 Years
 Tulsa, OK (c) 767
 466
 
 
 767
 466
 1,233
 (74) 1976 07/17/13 8 to 35 Years
 Tulsa, OK (c) 315
 717
 
 
 315
 717
 1,032
 (95) 1976 07/17/13 10 to 35 Years
 Tulsa, OK (c) 835
 967
 
 
 835
 967
 1,802
 (21) 1978 06/30/16 5 to 30 Years
 Tulsa, OK (c) 760
 381
 
 
 760
 381
 1,141
 (14) 1984 06/30/16 5 to 20 Years
 Tulsa, OK (c) 
 20
 
 
 
 20
 20
 (1) 1982 06/30/16 10 to 10 Years
 Tyler, TX (c) 227
 527
 
 
 227
 527
 754
 (71) 1976 07/17/13 11 to 35 Years
 Tyler, TX (c) 355
 663
 
 
 355
 663
 1,018
 (28) 1980 12/29/15 15 to 30 Years
 Universal City, TX (c) 408
 369
 
 
 408
 369
 777
 (84) 1989 07/17/13 9 to 25 Years
 Vicksburg, MS (c) 278
 333
 
 
 278
 333
 611
 (77) 1972 07/17/13 11 to 25 Years
 Victoria, TX (c) 129
 490
 
 
 129
 490
 619
 (87) 1985 07/17/13 11 to 28 Years
 Victoria, TX (c) 367
 182
 
 
 367
 182
 549
 (48) 1984 07/17/13 11 to 22 Years
 Villa Rica, GA (a) 807
 629
 
 
 807
 629
 1,436
 (317) 1999 02/28/06 15 to 30 Years
 Vincennes, IN (a) 389
 1,425
 
 
 389
 1,425
 1,814
 (207) 2000 07/17/13 8 to 30 Years
 Waco, TX (c) 365
 542
 
 
 365
 542
 907
 (67) 1969 07/17/13 10 to 35 Years
 Warner Robins, GA (a) 229
 887
 
 
 229
 887
 1,116
 (121) 1978 12/24/13 15 to 30 Years
 Warren, MI (a) 488
 215
 
 
 488
 215
 703
 (146) 1979 05/25/05 15 to 20 Years
 Washington Park, IL (a) 119
 324
 
 
 119
 324
 443
 (188) 1980 05/25/05 15 to 20 Years
 Washington, IL (a) 264
 460
 
 
 264
 460
 724
 (127) 1980 12/21/12 15 to 20 Years
 Washington, IN (a) 272
 949
 
 
 272
 949
 1,221
 (151) 1995 07/17/13 8 to 33 Years
 Watertown, WI (a) 267
 338
 
 
 267
 338
 605
 (182) 1986 06/30/09 13 to 18 Years
 Waynesburg, PA (a) 323
 918
 
 
 323
 918
 1,241
 (177) 1982 12/21/12 15 to 30 Years
 Weatherford, TX (c) 260
 886
 
 21
 260
 907
 1,167
 (16) 2015 07/28/16 18 to 30 Years
 Weslaco, TX (c) 860
 513
 
 
 860
 513
 1,373
 (72) 1990 07/17/13 11 to 35 Years
 Weslaco, TX (c) 291
 786
 
 
 291
 786
 1,077
 (133) 1970 07/17/13 11 to 25 Years
 Westchester, IL (a) 765
 437
 
 
 765
 437
 1,202
 (240) 1986 09/29/06 15 to 20 Years
 Weston, WV (a) 158
 695
 
 
 158
 695
 853
 (119) 1981 12/21/12 15 to 30 Years
 Williamsport, PA (c) 864
 979
 
 
 864
 979
 1,843
 (87) 1966 11/18/14 15 to 30 Years
 Winchester, TN (a) 400
 291
 
 250
 400
 541
 941
 (183) 1993 12/29/06 15 to 20 Years
 Winter Springs, FL (a) 523
 446
 
 
 523
 446
 969
 (312) 1988 12/30/04 15 to 20 Years
C-Store (GPM Investments, LLC)Franklin, IN (d) 303
 213
 
 
 303
 213
 516
 (29) 1969 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Muncie, IN (d) 448
 135
 
 
 448
 135
 583
 (31) 1983 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Freeland, MI (d) 336
 437
 
 
 336
 437
 773
 (44) 1962 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Midland, MI (d) 314
 135
 
 
 314
 135
 449
 (26) 1960 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Saginaw, MI (d) 224
 135
 
 
 224
 135
 359
 (22) 1960 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Coldwater, MI (d) 258
 135
 
 
 258
 135
 393
 (23) 1960 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Jackson, MI (d) 247
 179
 
 
 247
 179
 426
 (28) 1965 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Midland, MI (d) 191
 67
 
 
 191
 67
 258
 (16) 1962 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Hillsdale, MI (d) 325
 157
 
 
 325
 157
 482
 (25) 1968 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Mason, MI (d) 258
 157
 
 
 258
 157
 415
 (27) 1971 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Allegan, MI (d) 392
 224
 
 
 392
 224
 616
 (39) 1965 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Connersville, IN (d) 336
 179
 
 
 336
 179
 515
 (25) 1993 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Indianapolis, IN (d) 426
 191
 
 
 426
 191
 617
 (31) 1973 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Monticello, IN (d) 235
 202
 
 
 235
 202
 437
 (28) 1970 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Frankfort, IN (d) 258
 202
 
 
 258
 202
 460
 (28) 1970 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Grand Rapids, MI (d) 224
 123
 
 
 224
 123
 347
 (17) 1957 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Grand Haven, MI (d) 661
 628
 
 
 661
 628
 1,289
 (63) 1992 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Indianapolis, IN (d) 325
 157
 
 
 325
 157
 482
 (23) 1945 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Indianapolis, IN (d) 247
 146
 
 
 247
 146
 393
 (20) 1972 05/19/16 17 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Wytheville, VA (a) 446
 172
 
 
 446
 172
 618
 (210) 1995 07/01/05 15 to 20 Years
 Xenia, OH (c) 384
 288
 
 
 384
 288
 672
 (26) 1985 08/21/15 15 to 20 Years
 Yukon, OK (a) 555
 373
 
 
 555
 373
 928
 (236) 2003 07/01/05 15 to 30 Years
 Zebulon, NC (a) 780
 395
 
 
 780
 395
 1,175
 (92) 2006 09/17/13 15 to 30 Years
C-Store (GPM Investments, LLC)Alpena, MI (d) 392
 336
 
 
 392
 336
 728
 (37) 1998 05/19/16 17 to 40 Years
C-Store (GPM Investments, LLC)Alpena, MI (d) 471
 561
 
 
 471
 561
 1,032
 (48) 1999 05/19/16 17 to 40 Years
C-Store (GPM Investments, LLC)Alma, MI (d) 235
 437
 
 
 235
 437
 672
 (38) 2006 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Edmore, MI (d) 729
 774
 
 
 729
 774
 1,503
 (88) 1999 05/19/16 17 to 40 Years
C-Store (GPM Investments, LLC)Ithaca, MI (d) 538
 381
 
 
 538
 381
 919
 (52) 1994 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Saginaw, MI (d) 359
 191
 
 
 359
 191
 550
 (23) 1969 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Traverse City, MI (d) 482
 179
 
 
 482
 179
 661
 (24) 1971 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Norton Shores, MI (d) 325
 291
 
 
 325
 291
 616
 (39) 1962 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Coopersville, MI (d) 998
 572
 
 
 998
 572
 1,570
 (71) 1968 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Muskegon, MI (d) 605
 650
 
 
 605
 650
 1,255
 (66) 1959 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Muskegon, MI (d) 291
 471
 
 
 291
 471
 762
 (48) 1964 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Rushville, IN (d) 179
 112
 
 
 179
 112
 291
 (17) 1978 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)St Johns, MI (d) 460
 706
 
 
 460
 706
 1,166
 (71) 2011 05/19/16 17 to 30 Years
C-Store (GPM Investments, LLC)Wyoming, MI (d) 314
 448
 
 
 314
 448
 762
 (38) 1958 05/19/16 17 to 30 Years
C-Store (Irving Oil Marketing, Inc.)Sherman Mills, ME (d) 259
 163
 
 
 259
 163
 422
 (77) 1974 06/28/12 15 to 20 Years
C-Store (Irving Oil Marketing, Inc.)Bangor, ME (d) 327
 141
 
 
 327
 141
 468
 (91) 1973 06/28/12 15 to 15 Years
C-Store (Irving Oil Marketing, Inc.)Calais, ME (d) 187
 213
 
 
 187
 213
 400
 (83) 1968 06/28/12 15 to 20 Years
C-Store (Irving Oil Marketing, Inc.)Brewer, ME (d) 238
 260
 
 
 238
 260
 498
 (89) 1967 06/28/12 15 to 25 Years
C-Store (Irving Oil Marketing, Inc.)Harrington, ME (d) 331
 459
 
 
 331
 459
 790
 (138) 1992 06/28/12 15 to 32 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Movie Theatres                      
 Anderson, SC (c) 5,248
 6,437
 
 
 5,248
 6,437
 11,685
 (786) 2000 09/25/14 15 to 30 Years
 Arnold, MO (a) 3,275
 3,014
 
 
 3,275
 3,014
 6,289
 (945) 1999 07/17/13 5 to 21 Years
 Avon, IN (c) 3,388
 2,967
 
 
 3,388
 2,967
 6,355
 (351) 1995 03/01/16 4 to 30 Years
 Batavia, IL (a) 4,705
 7,561
 
 
 4,705
 7,561
 12,266
 (2,636) 1995 06/30/09 11 to 38 Years
 Bixby, OK (a) 5,585
 10,101
 
 
 5,585
 10,101
 15,686
 (4,380) 1998 07/01/05 14 to 30 Years
 Bowie, MD (c) 7,138
 5,935
 
 23
 7,138
 5,958
 13,096
 (39) 1998 11/23/16 8 to 40 Years
 Carrollton, GA (c) 1,879
 5,868
 
 
 1,879
 5,868
 7,747
 (404) 2005 12/30/14 15 to 40 Years
 Cedar Rapids, IA (a) 2,521
 5,461
 
 
 2,521
 5,461
 7,982
 (1,797) 1998 07/01/05 15 to 40 Years
 Chubbock, ID (a) 1,845
 2,691
 
 
 1,845
 2,691
 4,536
 (234) 2004 12/23/14 10 to 30 Years
 Colorado Springs, CO (a) 1,892
 1,732
 
 
 1,892
 1,732
 3,624
 (936) 1995 09/30/05 14 to 30 Years
 Columbia, SC (a) 2,115
 2,091
 
 
 2,115
 2,091
 4,206
 (862) 1996 09/30/05 15 to 30 Years
 Covina, CA (c) 5,566
 26,922
 
 
 5,566
 26,922
 32,488
 (6,844) 1997 06/23/04 13 to 40 Years
 Danville, VA (c) 1,349
 6,406
 
 
 1,349
 6,406
 7,755
 (410) 2002 12/30/14 15 to 40 Years
 Dawsonville, GA (c) 1,859
 4,207
 
 
 1,859
 4,207
 6,066
 (313) 2005 12/30/14 15 to 40 Years
 Delano, MN (c) 397
 1,052
 
 
 397
 1,052
 1,449
 (29) 1984 07/29/16 6 to 20 Years
 Dickson City, PA (a) 4,198
 5,269
 
 
 4,198
 5,269
 9,467
 (770) 2010 09/29/14 13 to 30 Years
 Downey, CA (c) 1,767
 12,172
 
 
 1,767
 12,172
 13,939
 (524) 1997 09/30/15 15 to 30 Years
 Durham, NC (a) 1,630
 2,685
 
 
 1,630
 2,685
 4,315
 (1,335) 1994 09/30/05 13 to 30 Years
 East Bethel, MN (c) 545
 1,768
 
 
 545
 1,768
 2,313
 (53) 1990 07/29/16 6 to 20 Years
 Fenton, MO (a) 2,792
 5,982
 
 
 2,792
 5,982
 8,774
 (577) 2008 09/29/14 13 to 40 Years
 Fort Wayne, IN (a) 2,697
 9,849
 681
 
 3,378
 9,849
 13,227
 (3,190) 2005 11/30/05 15 to 40 Years
 Gainesville, GA (c) 2,278
 8,684
 
 
 2,278
 8,684
 10,962
 (538) 1996 12/30/14 15 to 40 Years
 Gibsonton, FL (c) 4,970
 4,014
 
 3,916
 4,970
 7,930
 12,900
 (138) 2016 11/05/15 15 to 15 Years
 Greensboro, NC (a) 2,359
 2,431
 
 
 2,359
 2,431
 4,790
 (1,039) 1996 09/30/05 15 to 30 Years
 Griffin, GA (c) 1,239
 3,188
 
 
 1,239
 3,188
 4,427
 (303) 2005 12/30/14 15 to 30 Years
 Hinesville, GA (c) 2,049
 5,216
 
 
 2,049
 5,216
 7,265
 (342) 2001 12/30/14 15 to 40 Years
 Johnston, IA (b) 3,046
 10,213
 
 
 3,046
 10,213
 13,259
 (3,783) 1998 06/23/04 15 to 30 Years
 Kansas City, MO (a) 2,543
 7,943
 
 
 2,543
 7,943
 10,486
 (2,171) 2003 07/01/05 14 to 50 Years
 Lakeville, MN (c) 2,843
 2,843
 
 2,216
 2,843
 5,059
 7,902
 (87) 1998 07/29/16 6 to 30 Years
 Lebanon, PA (a) 747
 4,295
 
 
 747
 4,295
 5,042
 (366) 2006 09/29/14 13 to 30 Years
 Lees Summit, MO (a) 3,517
 9,735
 
 
 3,517
 9,735
 13,252
 (3,188) 1999 07/01/05 14 to 40 Years
 Longview, TX (a) 1,432
 2,946
 
 
 1,432
 2,946
 4,378
 (1,248) 1995 09/30/05 15 to 30 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Martinsburg, WV (a) 2,450
 3,528
 
 
 2,450
 3,528
 5,978
 (1,622) 1998 09/30/05 12 to 30 Years
 Massillon, OH (a) 1,767
 2,667
 
 1,600
 1,767
 4,267
 6,034
 (372) 2005 09/29/14 13 to 30 Years
 Missoula, MT (a) 2,333
 3,406
 
 
 2,333
 3,406
 5,739
 (1,184) 1998 06/23/04 15 to 40 Years
 Monrovia, CA (c) 2,448
 17,849
 
 
 2,448
 17,849
 20,297
 (748) 2000 09/30/15 15 to 30 Years
 Monticello, MN (c) 1,161
 3,155
 
 
 1,161
 3,155
 4,316
 (87) 2004 07/29/16 6 to 30 Years
 Mooresville, NC (c) 5,087
 6,800
 
 
 5,087
 6,800
 11,887
 (637) 1999 09/25/14 15 to 30 Years
 Nitro, WV (a) 1,816
 3,068
 
 
 1,816
 3,068
 4,884
 (397) 2005 09/29/14 13 to 30 Years
 Noblesville, IN (a) 1,760
 
 2,338
 10,172
 4,098
 10,172
 14,270
 (3,421) 2008 06/30/09 14 to 39 Years
 Omaha, NE (c) 2,254
 4,249
 
 
 2,254
 4,249
 6,503
 (369) 2006 03/26/15 12 to 30 Years
 Overland Park, KS (a) 4,935
 12,281
 
 
 4,935
 12,281
 17,216
 (2,924) 2004 08/01/09 10 to 57 Years
 Phoenix, AZ (a) 2,652
 11,495
 
 
 2,652
 11,495
 14,147
 (2,920) 1997 07/01/05 12 to 40 Years
 Plymouth, MN (c) 2,516
 4,090
 
 2,099
 2,516
 6,189
 8,705
 (70) 1988 07/29/16 6 to 30 Years
 Portage, IN (a) 4,621
 8,300
 
 
 4,621
 8,300
 12,921
 (3,214) 2007 06/30/09 13 to 38 Years
 Raleigh, NC (a) 3,636
 8,833
 
 
 3,636
 8,833
 12,469
 (3,428) 1988 06/10/10 9 to 27 Years
 Redlands, CA (c) 4,443
 17,859
 
 
 4,443
 17,859
 22,302
 (793) 1997 09/30/15 15 to 30 Years
 Rogers, MN (c) 2,337
 2,383
 
 552
 2,337
 2,935
 5,272
 (66) 2006 07/29/16 6 to 30 Years
 Saginaw, MI (a) 2,538
 
 
 8,358
 2,538
 8,358
 10,896
 (781) 2013 12/02/13 15 to 50 Years
 Simpsonville, SC (a) 1,862
 5,453
 
 
 1,862
 5,453
 7,315
 (537) 2010 09/29/14 13 to 40 Years
 South Bend, IN (c) 4,352
 9,411
 
 
 4,352
 9,411
 13,763
 (550) 1997 01/04/16 6 to 30 Years
 Surprise, AZ (a) 2,918
 7,122
 
 
 2,918
 7,122
 10,040
 (305) 2008 11/10/15 13 to 40 Years
 Valdosta, GA (c) 3,038
 13,801
 
 
 3,038
 13,801
 16,839
 (817) 2001 12/30/14 15 to 40 Years
 Waconia, MN (c) 249
 1,464
 
 
 249
 1,464
 1,713
 (31) 1989 07/29/16 6 to 20 Years
 Warner Robins, GA (c) 2,598
 8,324
 
 
 2,598
 8,324
 10,922
 (531) 2010 12/30/14 15 to 40 Years
 WhiteBear Township, MN (c) 2,773
 5,476
 
 107
 2,773
 5,583
 8,356
 (148) 1995 07/29/16 6 to 20 Years
 Wilmington, NC (a) 1,552
 2,934
 
 
 1,552
 2,934
 4,486
 (1,198) 1997 09/30/05 15 to 30 Years
 Winston-Salem, NC (a) 1,567
 2,140
 
 
 1,567
 2,140
 3,707
 (1,070) 1993 10/28/05 13 to 30 Years
 Woodstock, GA (c) 2,798
 5,057
 
 
 2,798
 5,057
 7,855
 (421) 1997 12/30/14 15 to 30 Years
 Yukon, OK (b) 1,082
 3,538
 
 
 1,082
 3,538
 4,620
 (518) 2007 07/17/13 8 to 33 Years
C-Store (Irving Oil Marketing, Inc.)Lewiston, ME (d) 460
 341
 
 
 460
 341
 801
 (118) 1994 06/28/12 15 to 28 Years
C-Store (Irving Oil Marketing, Inc.)Rockland, ME (d) 211
 303
 
 
 211
 303
 514
 (82) 1984 06/28/12 15 to 28 Years
C-Store (Irving Oil Marketing, Inc.)Oakfield, ME (d) 273
 229
 
 
 273
 229
 502
 (95) 1993 06/28/12 15 to 25 Years
C-Store (Irving Oil Marketing, Inc.)Ashland, NH (d) 398
 157
 
 
 398
 157
 555
 (64) 1970 06/28/12 15 to 20 Years
C-Store (Irving Oil Marketing, Inc.)Berlin, NH (d) 387
 317
 
 
 387
 317
 704
 (118) 1991 06/28/12 15 to 22 Years
C-Store (Irving Oil Marketing, Inc.)Paris, ME (d) 139
 153
 
 
 139
 153
 292
 (68) 1954 06/28/12 15 to 17 Years
C-Store (Irving Oil Marketing, Inc.)Madison, ME (d) 130
 410
 
 
 130
 410
 540
 (109) 1988 06/28/12 15 to 25 Years
C-Store (Irving Oil Marketing, Inc.)Bartlett, NH (d) 325
 399
 
 
 325
 399
 724
 (103) 1998 06/28/12 15 to 32 Years
C-Store (Irving Oil Marketing, Inc.)Auburn, ME (d) 371
 444
 
 
 371
 444
 815
 (115) 1996 06/28/12 15 to 30 Years
C-Store (Irving Oil Marketing, Inc.)Auburn, ME (d) 287
 222
 
 
 287
 222
 509
 (82) 1968 06/28/12 15 to 20 Years
C-Store (Irving Oil Marketing, Inc.)South Portland, ME (d) 661
 194
 
 
 661
 194
 855
 (112) 1970 06/28/12 15 to 15 Years
C-Store (Irving Oil Marketing, Inc.)Freeport, ME (d) 503
 343
 
 
 503
 343
 846
 (103) 1991 06/28/12 15 to 26 Years
C-Store (Irving Oil Marketing, Inc.)Sanford, ME (d) 807
 579
 
 
 807
 579
 1,386
 (149) 1997 06/28/12 15 to 28 Years
C-Store (Irving Oil Marketing, Inc.)Gorham, NH (d) 723
 358
 
 
 723
 358
 1,081
 (154) 1975 06/28/12 15 to 18 Years
C-Store (Irving Oil Marketing, Inc.)Manchester, ME (d) 279
 285
 
 
 279
 285
 564
 (107) 1990 06/28/12 15 to 20 Years
C-Store (Irving Oil Marketing, Inc.)Augusta, ME (d) 318
 322
 
 
 318
 322
 640
 (84) 1997 06/28/12 15 to 28 Years
C-Store (Irving Oil Marketing, Inc.)Concord, NH (d) 260
 330
 
 
 260
 330
 590
 (95) 1988 06/28/12 15 to 25 Years
C-Store (Irving Oil Marketing, Inc.)Newport, NH (d) 519
 581
 
 
 519
 581
 1,100
 (161) 1998 06/28/12 15 to 30 Years
C-Store (Irving Oil Marketing, Inc.)Yarmouth, ME (d) 950
 278
 
 
 950
 278
 1,228
 (105) 1990 01/24/14 14 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Convenience Stores                      
 Akron, OH (c) 424
 1,139
 
 
 424
 1,139
 1,563
 (188) 1995 07/17/13 13 to 30 Years
 Akron, OH (c) 587
 1,073
 
 
 587
 1,073
 1,660
 (197) 1998 07/17/13 13 to 32 Years
 Akron, OH (c) 500
 2,058
 
 
 500
 2,058
 2,558
 (278) 1999 07/17/13 15 to 33 Years
 Akron, OH (c) 337
 1,149
 
 
 337
 1,149
 1,486
 (160) 2001 07/17/13 15 to 35 Years
 Akron, OH (c) 595
 1,031
 
 
 595
 1,031
 1,626
 (188) 1995 07/17/13 14 to 30 Years
 Akron, OH (c) 554
 824
 
 
 554
 824
 1,378
 (136) 1969 07/17/13 14 to 38 Years
 Akron, OH (c) 517
 1,122
 
 
 517
 1,122
 1,639
 (199) 1994 07/17/13 13 to 29 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Akron, OH (c) 283
 1,160
 
 
 283
 1,160
 1,443
 (168) 1997 07/17/13 14 to 32 Years
 Akron, OH (c) 434
 1,198
 
 
 434
 1,198
 1,632
 (206) 1994 07/17/13 14 to 29 Years
 Akron, OH (c) 343
 1,193
 
 
 343
 1,193
 1,536
 (183) 1991 07/17/13 15 to 31 Years
 Akron, OH (c) 513
 1,251
 
 
 513
 1,251
 1,764
 (199) 1996 07/17/13 15 to 31 Years
 Akron, OH (c) 321
 1,179
 
 
 321
 1,179
 1,500
 (185) 1994 07/17/13 13 to 29 Years
 Akron, OH (c) 402
 1,263
 
 
 402
 1,263
 1,665
 (177) 2000 07/17/13 13 to 34 Years
 Akron, OH (c) 291
 1,230
 
 
 291
 1,230
 1,521
 (215) 1950 07/17/13 12 to 25 Years
 Albuquerque, NM (c) 699
 777
 
 
 699
 777
 1,476
 (241) 1994 07/17/13 9 to 35 Years
 Allegan, MI (c) 392
 224
 
 
 392
 224
 616
 (15) 1965 05/19/16 17 to 30 Years
 Alma, MI (c) 235
 437
 
 
 235
 437
 672
 (14) 2006 05/19/16 17 to 30 Years
 Alpena, MI (c) 392
 336
 
 
 392
 336
 728
 (14) 1998 05/19/16 17 to 40 Years
 Alpena, MI (c) 471
 561
 
 
 471
 561
 1,032
 (18) 1999 05/19/16 17 to 40 Years
 Altavista, VA (c) 358
 1,401
 
 
 358
 1,401
 1,759
 (84) 1981 06/30/15 15 to 30 Years
 Altavista, VA (c) 467
 745
 
 
 467
 745
 1,212
 (54) 1984 06/30/15 15 to 30 Years
 Anniston, AL (c) 490
 210
 
 
 490
 210
 700
 (14) 1960 07/11/16 15 to 20 Years
 Apopka, FL (c) 477
 389
 
 
 477
 389
 866
 (76) 1989 12/19/13 15 to 30 Years
 Apopka, FL (c) 1,357
 748
 
 
 1,357
 748
 2,105
 (99) 1997 10/28/15 15 to 30 Years
 Apple Valley, CA (c) 782
 662
 
 
 782
 662
 1,444
 (251) 1985 05/02/14 10 to 15 Years
 Asheville, NC (a) 278
 776
 
 168
 278
 944
 1,222
 (180) 2000 01/01/14 8 to 29 Years
 Asheville, NC (a) 247
 497
 
 87
 247
 584
 831
 (121) 1986 01/01/14 8 to 29 Years
 Ashland, NH (c) 398
 157
 
 
 398
 157
 555
 (53) 1970 06/28/12 15 to 20 Years
 Auburn, AL (c) 757
 1,199
 
 
 757
 1,199
 1,956
 (243) 1990 07/17/13 10 to 25 Years
 Auburn, AL (c) 2,188
 945
 
 85
 2,188
 1,030
 3,218
 (47) 2001 07/11/16 15 to 40 Years
 Auburn, ME (c) 371
 444
 
 
 371
 444
 815
 (94) 1996 06/28/12 15 to 30 Years
 Auburn, ME (c) 287
 222
 
 
 287
 222
 509
 (67) 1968 06/28/12 15 to 20 Years
 Augusta, GA (c) 400
 1,540
 
 
 400
 1,540
 1,940
 (217) 1981 07/17/13 13 to 30 Years
 Augusta, ME (c) 318
 322
 
 
 318
 322
 640
 (69) 1997 06/28/12 15 to 28 Years
 Bangor, ME (c) 327
 141
 
 
 327
 141
 468
 (75) 1973 06/28/12 15 to 15 Years
 Barberton, OH (c) 255
 1,244
 
 
 255
 1,244
 1,499
 (205) 1991 07/17/13 12 to 26 Years
 Barberton, OH (c) 884
 1,885
 
 
 884
 1,885
 2,769
 (301) 1981 07/17/13 13 to 34 Years
 Barberton, OH (c) 321
 1,219
 
 
 321
 1,219
 1,540
 (180) 1983 07/17/13 14 to 31 Years
 Bartlett, NH (c) 325
 399
 
 
 325
 399
 724
 (85) 1998 06/28/12 15 to 32 Years
 Barton, VT (c) 307
 609
 
 
 307
 609
 916
 (69) 1975 01/24/14 14 to 40 Years
 Baton Rouge, LA (c) 260
 859
 
 
 260
 859
 1,119
 (159) 1976 07/17/13 7 to 25 Years
 Baton Rouge, LA (c) 330
 997
 
 
 330
 997
 1,327
 (159) 1970 07/17/13 8 to 30 Years
 Baton Rouge, LA (c) 481
 913
 
 
 481
 913
 1,394
 (172) 1977 07/17/13 8 to 30 Years
 Beattyville, KY (c) 278
 795
 
 
 278
 795
 1,073
 (51) 1981 06/30/15 15 to 30 Years
 Beaufort, SC (c) 850
 1,337
 
 
 850
 1,337
 2,187
 (228) 1997 07/17/13 12 to 34 Years
C-Store (Irving Oil Marketing, Inc.)Waldoboro, ME (d) 1,450
 834
 
 
 1,450
 834
 2,284
 (210) 1996 01/24/14 14 to 40 Years
C-Store (Irving Oil Marketing, Inc.)Wiscasset, ME (d) 1,305
 538
 
 
 1,305
 538
 1,843
 (215) 1992 01/24/14 14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)South Portland, ME (d) 448
 593
 
 
 448
 593
 1,041
 (109) 1970 01/24/14 14 to 40 Years
C-Store (Irving Oil Marketing, Inc.)Hampden, ME (d) 987
 424
 
 
 987
 424
 1,411
 (186) 1997 01/24/14 14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)Presque Isle, ME (d) 708
 390
 
 
 708
 390
 1,098
 (144) 1995 01/24/14 14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)Bucksport, ME (d) 1,203
 587
 
 
 1,203
 587
 1,790
 (141) 1995 01/24/14 14 to 40 Years
C-Store (Irving Oil Marketing, Inc.)Belmont, NH (d) 315
 218
 
 
 315
 218
 533
 (60) 1969 01/24/14 14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)Laconia, NH (d) 411
 770
 
 
 411
 770
 1,181
 (157) 1998 01/24/14 14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)Raymond, NH (d) 1,722
 430
 
 
 1,722
 430
 2,152
 (215) 1986 01/24/14 14 to 20 Years
C-Store (Irving Oil Marketing, Inc.)Grandtham, NH (d) 576
 394
 
 
 576
 394
 970
 (108) 1989 01/24/14 14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)Belmont, NH (d) 524
 879
 
 
 524
 879
 1,403
 (193) 2002 01/24/14 14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)Keene, NH (d) 553
 289
 
 
 553
 289
 842
 (80) 1960 01/24/14 14 to 30 Years
C-Store (Irving Oil Marketing, Inc.)Barton, VT (d) 307
 609
 
 
 307
 609
 916
 (93) 1975 01/24/14 14 to 40 Years
C-Store (JAKG Petro, LLC)Youngstown, FL (d) 1,449
 1,763
 
 33
 1,449
 1,796
 3,245
 (95) 1999 04/26/17 15 to 30 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)Murphy, NC (a) 489
 297
 
 49
 489
 346
 835
 (119) 1965 05/08/13 8 to 19 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)Roebuck, SC (a) 708
 818
 
 150
 708
 968
 1,676
 (305) 1992 01/01/14 8 to 29 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)Laurens, SC (a) 504
 622
 
 117
 504
 739
 1,243
 (225) 1992 01/01/14 8 to 29 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)Asheville, NC (a) 278
 776
 
 166
 278
 942
 1,220
 (227) 2000 01/01/14 8 to 29 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Bedford, OH (c) 750
 680
 
 
 750
 680
 1,430
 (148) 2000 07/17/13 15 to 33 Years
 Bedford, VA (c) 258
 818
 
 
 258
 818
 1,076
 (53) 1997 06/30/15 15 to 30 Years
 Belle Glade, FL (c) 978
 1,184
 
 
 978
 1,184
 2,162
 (101) 1960 10/30/14 15 to 40 Years
 Belle Isle, FL (c) 908
 738
 
 
 908
 738
 1,646
 (67) 1996 10/27/15 15 to 30 Years
 Belmont, NH (c) 315
 218
 
 
 315
 218
 533
 (45) 1969 01/24/14 14 to 30 Years
 Belmont, NH (c) 524
 879
 
 
 524
 879
 1,403
 (144) 2002 01/24/14 14 to 30 Years
 Bergman, AR (c) 404
 549
 
 
 404
 549
 953
 (9) 1996 09/30/16 14 to 40 Years
 Berlin, NH (c) 387
 317
 
 
 387
 317
 704
 (97) 1991 06/28/12 15 to 22 Years
 Berryville, AR (c) 314
 381
 
 
 314
 381
 695
 (6) 1996 09/30/16 14 to 40 Years
 Blairs, VA (c) 318
 636
 
 
 318
 636
 954
 (42) 1987 06/30/15 15 to 30 Years
 Bluffton, SC (c) 1,531
 645
 
 
 1,531
 645
 2,176
 (159) 1997 07/17/13 10 to 32 Years
 Bossier City, LA (c) 565
 1,051
 (21) 
 544
 1,051
 1,595
 (192) 1987 07/17/13 9 to 25 Years
 Branson, MO (c) 605
 818
 
 
 605
 818
 1,423
 (13) 1993 09/30/16 15 to 30 Years
 Branson, MO (c) 1,177
 1,199
 
 
 1,177
 1,199
 2,376
 (20) 1999 09/30/16 12 to 40 Years
 Brewer, ME (c) 238
 260
 
 
 238
 260
 498
 (73) 1967 06/28/12 15 to 25 Years
 Brookpark, OH (c) 623
 978
 
 
 623
 978
 1,601
 (172) 1998 07/17/13 13 to 32 Years
 Bucksport, ME (c) 1,203
 587
 
 
 1,203
 587
 1,790
 (105) 1995 01/24/14 14 to 40 Years
 Burton, MI (c) 336
 1,323
 
 
 336
 1,323
 1,659
 (34) 1969 05/19/16 17 to 30 Years
 Butler, MO (c) 919
 1,076
 
 
 919
 1,076
 1,995
 (20) 1996 09/30/16 15 to 30 Years
 Cadillac, MI (c) 370
 404
 
 
 370
 404
 774
 (17) 1971 05/19/16 17 to 30 Years
 Calais, ME (c) 187
 213
 
 
 187
 213
 400
 (68) 1968 06/28/12 15 to 20 Years
 Campton, KY (c) 189
 735
 
 
 189
 735
 924
 (47) 1996 06/30/15 15 to 30 Years
 Canton, OH (c) 362
 1,159
 
 
 362
 1,159
 1,521
 (205) 1990 07/17/13 12 to 26 Years
 Canton, OH (c) 1,037
 1,557
 
 
 1,037
 1,557
 2,594
 (291) 2000 07/17/13 15 to 34 Years
 Carlisle, KY (c) 209
 586
 
 
 209
 586
 795
 (40) 1989 06/30/15 15 to 30 Years
 Carlisle, KY (c) 298
 874
 
 
 298
 874
 1,172
 (61) 2005 06/30/15 15 to 30 Years
 Catlettsburg, KY (a) 9,344
 3,989
 
 
 9,344
 3,989
 13,333
 (4,046) 2001 07/01/05 13 to 40 Years
 Cave Creek, AZ (c) 2,711
 2,201
 
 
 2,711
 2,201
 4,912
 (927) 1998 07/02/07 15 to 40 Years
 Cedar Springs, MI (c) 191
 348
 
 
 191
 348
 539
 (12) 1965 05/19/16 17 to 30 Years
 Charleston, SC (c) 1,547
 1,242
 
 
 1,547
 1,242
 2,789
 (312) 1987 07/17/13 7 to 20 Years
 Charlotte, MI (c) 224
 157
 
 
 224
 157
 381
 (10) 1968 05/19/16 17 to 30 Years
 Charlotte, NC (c) 1,508
 749
 (128) 
 1,380
 749
 2,129
 (159) 1996 07/17/13 9 to 35 Years
 Charlotte, NC (c) 1,442
 789
 
 
 1,442
 789
 2,231
 (204) 1997 07/17/13 8 to 35 Years
 Charlotte, NC (c) 1,392
 563
 
 
 1,392
 563
 1,955
 (245) 1991 07/17/13 6 to 32 Years
 Clay City, KY (c) 397
 884
 
 
 397
 884
 1,281
 (72) 2002 06/30/15 15 to 30 Years
 Cleveland, MO (c) 701
 894
 
 
 701
 894
 1,595
 (133) 1994 11/18/14 15 to 20 Years
 Cleveland, OH (c) 804
 1,513
 
 
 804
 1,513
 2,317
 (237) 2002 07/17/13 13 to 35 Years
 Clinton, MO (c) 291
 404
 
 
 291
 404
 695
 (7) 1960 09/30/16 15 to 30 Years
 Coldwater, MI (c) 258
 135
 
 
 258
 135
 393
 (9) 1960 05/19/16 17 to 30 Years
 Columbia, SC (c) 1,061
 1,073
 (428) (462) 633
 611
 1,244
 
 1997 07/17/13 11 to 32 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)Asheville, NC (a) 247
 497
 
 86
 247
 583
 830
 (154) 1986 01/01/14 8 to 29 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)Honea Path, SC (a) 1,269
 1,134
 
 173
 1,269
 1,307
 2,576
 (465) 1996 01/01/14 8 to 29 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)Inman, SC (a) 2,183
 897
 
 163
 2,183
 1,060
 3,243
 (669) 1994 05/08/13 8 to 29 Years
C-Store (Jordan Oil Company of the Carolinas, Inc)Summerville, SC (a) 1,317
 1,459
 (151) 206
 1,166
 1,665
 2,831
 (391) 2001 05/08/13 8 to 29 Years
C-Store (Mountain Express Oil Company Southeast, LLC)Auburn, AL (d) 2,188
 945
 
 85
 2,188
 1,030
 3,218
 (111) 2001 07/11/16 22 to 40 Years
C-Store (Mountain Express Oil Company Southeast, LLC)Montgomery, AL (d) 648
 228
 
 
 648
 228
 876
 (49) 1965 07/11/16 15 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)Anniston, AL (d) 490
 210
 
 
 490
 210
 700
 (44) 1960 07/11/16 15 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)Lincoln, AL (d) 1,785
 1,312
 
 2
 1,785
 1,314
 3,099
 (123) 2001 07/11/16 22 to 40 Years
C-Store (Mountain Express Oil Company Southeast, LLC)Lagrange, GA (d) 1,033
 368
 
 
 1,033
 368
 1,401
 (68) 1972 07/11/16 15 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)Panama City, FL (d) 630
 298
 
 
 630
 298
 928
 (52) 1951 07/11/16 15 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)Prattville, AL (d) 1,978
 735
 
 
 1,978
 735
 2,713
 (95) 1995 07/11/16 19 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Columbia, SC (c) 1,261
 985
 
 
 1,261
 985
 2,246
 (194) 1993 07/17/13 10 to 28 Years
 Columbus, GA (c) 711
 943
 
 
 711
 943
 1,654
 (161) 1990 07/17/13 13 to 32 Years
 Columbus, GA (c) 574
 1,039
 
 
 574
 1,039
 1,613
 (163) 1984 07/17/13 13 to 32 Years
 Columbus, GA (c) 867
 2,299
 
 
 867
 2,299
 3,166
 (342) 1978 07/17/13 13 to 30 Years
 Columbus, GA (c) 1,465
 2,088
 
 
 1,465
 2,088
 3,553
 (336) 1995 07/17/13 11 to 34 Years
 Columbus, GA (c) 730
 1,317
 
 
 730
 1,317
 2,047
 (228) 1978 07/17/13 13 to 28 Years
 Concord, NH (c) 260
 330
 
 
 260
 330
 590
 (78) 1988 06/28/12 15 to 25 Years
 Connersville, IN (c) 336
 179
 
 
 336
 179
 515
 (10) 1993 05/19/16 17 to 30 Years
 Coopersville, MI (c) 998
 572
 
 
 998
 572
 1,570
 (27) 1968 05/19/16 17 to 30 Years
 Copley, OH (c) 379
 999
 
 
 379
 999
 1,378
 (183) 1993 07/17/13 12 to 28 Years
 Cuyahoga Falls, OH (c) 657
 1,018
 
 
 657
 1,018
 1,675
 (207) 1995 07/17/13 13 to 30 Years
 Cuyahoga Falls, OH (c) 958
 1,416
 
 
 958
 1,416
 2,374
 (256) 2002 07/17/13 15 to 35 Years
 Cuyahoga Falls, OH (c) 342
 806
 
 
 342
 806
 1,148
 (154) 1972 07/17/13 12 to 26 Years
 Cynthiana, KY (c) 119
 596
 
 
 119
 596
 715
 (37) 1985 06/30/15 15 to 30 Years
 Daleville, VA (c) 467
 616
 
 
 467
 616
 1,083
 (48) 1989 06/30/15 15 to 30 Years
 Danville, VA (c) 348
 477
 
 
 348
 477
 825
 (37) 1989 06/30/15 15 to 30 Years
 Eaton Rapids, MI (c) 291
 448
 
 
 291
 448
 739
 (18) 1945 05/19/16 17 to 30 Years
 Edmore, MI (c) 729
 774
 
 
 729
 774
 1,503
 (34) 1999 05/19/16 17 to 40 Years
 El Paso, TX (c) 1,143
 1,029
 
 
 1,143
 1,029
 2,172
 (438) 2000 07/17/13 4 to 27 Years
 El Paso, TX (c) 987
 558
 
 
 987
 558
 1,545
 (203) 1999 07/17/13 3 to 26 Years
 El Paso, TX (c) 1,090
 1,203
 
 
 1,090
 1,203
 2,293
 (330) 1999 07/17/13 6 to 35 Years
 Fairlawn, OH (c) 616
 1,064
 
 
 616
 1,064
 1,680
 (203) 1993 07/17/13 13 to 28 Years
 Fallon, NV (c) 1,262
 1,321
 
 
 1,262
 1,321
 2,583
 (177) 1985 10/31/14 15 to 40 Years
 Fayetteville, AR (c) 986
 897
 
 
 986
 897
 1,883
 (18) 1996 09/30/16 11 to 30 Years
 Fayetteville, AR (c) 1,760
 953
 
 
 1,760
 953
 2,713
 (14) 1996 09/30/16 16 to 40 Years
 Flemingsburg, KY (c) 1,073
 1,212
 
 
 1,073
 1,212
 2,285
 (96) 1997 06/30/15 15 to 30 Years
 Forest, VA (c) 248
 834
 
 
 248
 834
 1,082
 (54) 1995 06/30/15 15 to 30 Years
 Forsyth, MO (c) 370
 572
 
 
 370
 572
 942
 (9) 1950 09/30/16 14 to 30 Years
 Fort Mill, SC (c) 1,589
 1,356
 
 
 1,589
 1,356
 2,945
 (213) 1999 07/17/13 10 to 33 Years
 Fort Pierce, FL (c) 1,064
 1,659
 
 
 1,064
 1,659
 2,723
 (164) 1977 10/30/14 15 to 40 Years
 Fort Pierce, FL (c) 681
 1,404
 
 
 681
 1,404
 2,085
 (125) 1989 10/30/14 15 to 40 Years
 Frankfort, IN (c) 258
 202
 
 
 258
 202
 460
 (11) 1970 05/19/16 17 to 30 Years
 Franklin, IN (c) 303
 213
 
 
 303
 213
 516
 (11) 1969 05/19/16 17 to 30 Years
 Freeland, MI (c) 336
 437
 
 
 336
 437
 773
 (17) 1962 05/19/16 17 to 30 Years
 Freeport, ME (c) 503
 343
 
 
 503
 343
 846
 (84) 1991 06/28/12 15 to 26 Years
 Fremont, CA (c) 1,905
 361
 
 
 1,905
 361
 2,266
 (78) 1990 10/31/14 15 to 30 Years
 Fremont, MI (c) 269
 269
 
 
 269
 269
 538
 (13) 1971 05/19/16 17 to 30 Years
C-Store (Mountain Express Oil Company Southeast, LLC)Greenville, AL (d) 1,278
 490
 
 
 1,278
 490
 1,768
 (89) 1991 07/11/16 19 to 30 Years
C-Store (Mountain Express Oil Company Southeast, LLC)Lanett, AL (d) 788
 350
 
 
 788
 350
 1,138
 (68) 1975 07/11/16 15 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)Sumiton, AL (d) 1,138
 420
 
 
 1,138
 420
 1,558
 (108) 1970 07/11/16 11 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)Ragland, AL (d) 385
 595
 
 
 385
 595
 980
 (47) 1986 07/11/16 15 to 30 Years
C-Store (Mountain Express Oil Company Southeast, LLC)Valley, AL (d) 280
 368
 
 
 280
 368
 648
 (42) 1955 07/11/16 15 to 20 Years
C-Store (Mountain Express Oil Company Southeast, LLC)Sylacauga, AL (d) 560
 438
 
 
 560
 438
 998
 (61) 1948 07/11/16 15 to 20 Years
C-Store (Silver Spring Fuel, LLC)Springfield, MO (d) 431
 732
 
 86
 431
 818
 1,249
 (73) 1988 03/31/16 18 to 30 Years
C-Store (Silver Spring Fuel, LLC)Springfield, MO (d) 562
 1,007
 
 
 562
 1,007
 1,569
 (93) 1989 03/31/16 18 to 30 Years
C-Store (Silver Spring Fuel, LLC)Marshfield, MO (d) 615
 811
 
 
 615
 811
 1,426
 (79) 1987 03/31/16 18 to 30 Years
C-Store (Silver Spring Fuel, LLC)Springfield, MO (d) 327
 732
 
 
 327
 732
 1,059
 (64) 1987 03/31/16 18 to 30 Years
C-Store (SM Trading Corporation)Kansas City, MO (d) 925
 1,027
 
 
 925
 1,027
 1,952
 (160) 1996 11/18/14 15 to 30 Years
C-Store (SM Trading Corporation)Kearney, MO (d) 529
 925
 
 
 529
 925
 1,454
 (135) 2001 11/18/14 15 to 30 Years
C-Store (SM Trading Corporation)Cleveland, MO (d) 701
 894
 
 
 701
 894
 1,595
 (196) 1994 11/18/14 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Georgetown, KY (c) 725
 805
 
 
 725
��805
 1,530
 (62) 1989 06/30/15 15 to 30 Years
 Georgetown, KY (c) 815
 934
 
 
 815
 934
 1,749
 (70) 1998 06/30/15 15 to 30 Years
 Goose Creek, SC (c) 682
 1,571
 
 
 682
 1,571
 2,253
 (329) 1983 07/17/13 7 to 20 Years
 Gorham, NH (c) 723
 358
 
 
 723
 358
 1,081
 (126) 1975 06/28/12 15 to 18 Years
 Grand Haven, MI (c) 661
 628
 
 
 661
 628
 1,289
 (24) 1992 05/19/16 17 to 30 Years
 Grand Rapids, MI (c) 224
 123
 
 
 224
 123
 347
 (7) 1957 05/19/16 17 to 30 Years
 Grandtham, NH (c) 576
 394
 
 
 576
 394
 970
 (80) 1989 01/24/14 14 to 30 Years
 Grayling, MI (c) 2,052
 549
 
 
 2,052
 549
 2,601
 (40) 1988 05/19/16 17 to 30 Years
 Greenville, AL (c) 1,278
 490
 
 
 1,278
 490
 1,768
 (34) 1991 07/11/16 15 to 30 Years
 Greenville, MI (c) 437
 628
 
 194
 437
 822
 1,259
 (23) 1968 05/19/16 17 to 30 Years
 Gresham, OR (c) 879
 643
 
 
 879
 643
 1,522
 (92) 1990 10/28/14 15 to 30 Years
 Gretna, VA (c) 268
 798
 
 
 268
 798
 1,066
 (56) 1978 06/30/15 15 to 30 Years
 Gretna, VA (c) 159
 1,083
 
 
 159
 1,083
 1,242
 (65) 1996 06/30/15 15 to 30 Years
 Hampden, ME (c) 987
 424
 
 
 987
 424
 1,411
 (139) 1997 01/24/14 14 to 30 Years
 Harrington, ME (c) 331
 459
 
 
 331
 459
 790
 (113) 1992 06/28/12 15 to 32 Years
 Harrison, AR (c) 2,309
 2,040
 
 
 2,309
 2,040
 4,349
 (45) 1996 09/30/16 15 to 30 Years
 Harrison, AR (c) 235
 202
 
 
 235
 202
 437
 (4) 1971 09/30/16 17 to 30 Years
 Harrison, AR (c) 224
 717
 
 
 224
 717
 941
 (9) 1980 09/30/16 12 to 30 Years
 Harrison, AR (c) 673
 471
 
 
 673
 471
 1,144
 (8) 1985 09/30/16 14 to 30 Years
 Harrison, AR (c) 392
 336
 
 
 392
 336
 728
 (8) 1982 09/30/16 12 to 30 Years
 Harrison, AR (c) 594
 482
 
 
 594
 482
 1,076
 (8) 1981 09/30/16 16 to 40 Years
 Harrodsburg, KY (c) 229
 824
 
 
 229
 824
 1,053
 (53) 1973 06/30/15 15 to 30 Years
 Hastings, MI (c) 392
 437
 
 190
 392
 627
 1,019
 (22) 1964 05/19/16 17 to 30 Years
 Hazard, KY (c) 288
 805
 
 
 288
 805
 1,093
 (52) 1991 06/30/15 15 to 30 Years
 Hillsdale, MI (c) 325
 157
 
 
 325
 157
 482
 (10) 1968 05/19/16 17 to 30 Years
 Hockessin, DE (c) 1,921
 2,477
 
 
 1,921
 2,477
 4,398
 (346) 2001 07/17/13 8 to 46 Years
 Holland, MI (c) 235
 325
 
 
 235
 325
 560
 (12) 1957 05/19/16 17 to 30 Years
 Honea Path, SC (a) 1,268
 1,134
 
 175
 1,268
 1,309
 2,577
 (367) 1996 01/01/14 8 to 29 Years
 Huntersville, NC (c) 1,539
 924
 
 
 1,539
 924
 2,463
 (266) 1996 07/17/13 8 to 35 Years
 Huntington Beach, CA (c) 2,035
 155
 
 
 2,035
 155
 2,190
 (77) 1962 10/31/14 15 to 30 Years
 Huntington Park, CA (c) 1,909
 891
 
 
 1,909
 891
 2,800
 (202) 1947 05/02/14 15 to 20 Years
 Huntsville, AR (c) 359
 504
 
 
 359
 504
 863
 (8) 2003 09/30/16 15 to 40 Years
 Hurt, VA (c) 685
 1,023
 
 
 685
 1,023
 1,708
 (80) 1973 06/30/15 15 to 30 Years
C-Store (SM Trading Corporation)Lebo, KS (d) 1,951
 762
 
 
 1,951
 762
 2,713
 (214) 1976 11/18/14 15 to 20 Years
C-Store (Supermesa Fuel & Merc, LLC)Phoenix, AZ (d) 2,243
 4,243
 
 
 2,243
 4,243
 6,486
 (1,793) 2001 07/02/07 15 to 40 Years
C-Store (Supermesa Fuel & Merc, LLC)Scottsdale, AZ (d) 4,416
 2,384
 
 
 4,416
 2,384
 6,800
 (1,212) 2000 07/02/07 15 to 40 Years
C-Store (Supermesa Fuel & Merc, LLC)Cave Creek, AZ (d) 2,711
 2,201
 
 
 2,711
 2,201
 4,912
 (1,025) 1998 07/02/07 15 to 40 Years
C-Store (Supermesa Fuel & Merc, LLC)Scottsdale, AZ (d) 2,765
 2,196
 
 
 2,765
 2,196
 4,961
 (1,113) 1995 07/02/07 15 to 40 Years
C-Store (Supermesa Fuel & Merc, LLC)Scottsdale, AZ (d) 5,123
 2,683
 
 
 5,123
 2,683
 7,806
 (1,729) 1991 07/02/07 15 to 40 Years
C-Store (Supermesa Fuel & Merc, LLC)Scottsdale, AZ (d) 3,437
 2,373
 
 
 3,437
 2,373
 5,810
 (1,530) 1996 07/02/07 15 to 40 Years
C-Store (Town Star Holdings, LLC)Fort Pierce, FL (d) 1,064
 1,659
 
 
 1,064
 1,659
 2,723
 (239) 1977 10/30/14 15 to 40 Years
C-Store (Town Star Holdings, LLC)Fort Pierce, FL (d) 681
 1,404
 
 
 681
 1,404
 2,085
 (183) 1989 10/30/14 15 to 40 Years
C-Store (Town Star Holdings, LLC)Okeechobee, FL (d) 468
 936
 
 
 468
 936
 1,404
 (128) 1976 10/30/14 15 to 40 Years
C-Store (Town Star Holdings, LLC)Okeechobee, FL (d) 808
 1,191
 
 
 808
 1,191
 1,999
 (189) 1984 10/30/14 15 to 40 Years
C-Store (Town Star Holdings, LLC)Okeechobee, FL (d) 386
 1,764
 
 
 386
 1,764
 2,150
 (188) 1975 10/30/14 15 to 40 Years
C-Store (Town Star Holdings, LLC)Okeechobee, FL (d) 558
 1,024
 
 
 558
 1,024
 1,582
 (136) 1986 10/30/14 15 to 40 Years
C-Store (Town Star Holdings, LLC)Belle Glade, FL (d) 978
 1,184
 
 
 978
 1,184
 2,162
 (148) 1960 10/30/14 15 to 40 Years
C-Store (Town Star Holdings, LLC)Jacksonville, FL (d) 2,285
 1,537
 
 
 2,285
 1,537
 3,822
 (295) 2010 10/28/15 15 to 40 Years
C-Store (Town Star Holdings, LLC)Kissimmee, FL (d) 2,115
 1,602
 
 
 2,115
 1,602
 3,717
 (208) 2006 10/27/15 15 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

 Indianapolis, IN (c) 426
 191
 
 
 426
 191
 617
 (12) 1973 05/19/16 17 to 30 Years
 Indianapolis, IN (c) 325
 157
 
 
 325
 157
 482
 (9) 1945 05/19/16 17 to 30 Years
 Indianapolis, IN (c) 247
 146
 
 
 247
 146
 393
 (8) 1972 05/19/16 17 to 30 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Inglewood, CA (c) 1,053
 635
 
 30
 1,053
 665
 1,718
 (75) 1995 06/04/14 15 to 40 Years
 Inman, SC (a) 2,183
 897
 
 165
 2,183
 1,062
 3,245
 (527) 1994 05/08/13 8 to 29 Years
 Irvine, KY (c) 219
 666
 
 
 219
 666
 885
 (48) 1987 06/30/15 15 to 30 Years
 Ithaca, MI (c) 538
 381
 
 
 538
 381
 919
 (20) 1994 05/19/16 17 to 30 Years
 Jackson, KY (c) 417
 765
 
 
 417
 765
 1,182
 (53) 1982 06/30/15 15 to 30 Years
 Jackson, MI (c) 684
 1,188
 
 
 684
 1,188
 1,872
 (38) 1963 05/19/16 17 to 30 Years
 Jackson, MI (c) 908
 1,132
 
 
 908
 1,132
 2,040
 (45) 1969 05/19/16 17 to 30 Years
 Jackson, MI (c) 247
 179
 
 
 247
 179
 426
 (11) 1965 05/19/16 17 to 30 Years
 Jacksonville, FL (c) 2,285
 1,537
 
 
 2,285
 1,537
 3,822
 (159) 2010 10/28/15 15 to 40 Years
 Kansas City, MO (c) 925
 1,027
 
 
 925
 1,027
 1,952
 (108) 1996 11/18/14 15 to 30 Years
 Kearney, MO (c) 529
 925
 
 
 529
 925
 1,454
 (91) 2001 11/18/14 15 to 30 Years
 Keene, NH (c) 553
 289
 
 
 553
 289
 842
 (60) 1960 01/24/14 14 to 30 Years
 Kent, OH (c) 258
 917
 
 
 258
 917
 1,175
 (147) 1994 07/17/13 13 to 29 Years
 Kent, WA (c) 1,450
 381
 
 
 1,450
 381
 1,831
 (82) 1987 10/28/14 15 to 30 Years
 Kissimmee, FL (c) 759
 1,060
 
 13
 759
 1,073
 1,832
 (208) 2005 12/19/13 15 to 30 Years
 Kissimmee, FL (c) 2,115
 1,602
 
 
 2,115
 1,602
 3,717
 (112) 2006 10/27/15 15 to 40 Years
 Laconia, NH (c) 411
 770
 
 
 411
 770
 1,181
 (117) 1998 01/24/14 14 to 30 Years
 Lagrange, GA (c) 1,033
 368
 
 
 1,033
 368
 1,401
 (22) 1972 07/11/16 15 to 20 Years
 Lanett, AL (c) 299
 844
 
 
 299
 844
 1,143
 (157) 1974 07/17/13 10 to 25 Years
 Lanett, AL (c) 788
 350
 
 
 788
 350
 1,138
 (22) 1975 07/11/16 15 to 20 Years
 Lansing, MI (c) 336
 168
 
 
 336
 168
 504
 (13) 1978 05/19/16 17 to 30 Years
 Lansing, MI (c) 269
 179
 
 
 269
 179
 448
 (10) 1965 05/19/16 17 to 30 Years
 Laurens, SC (a) 505
 622
 
 118
 505
 740
 1,245
 (178) 1992 01/01/14 8 to 29 Years
 Lead Hill, AR (c) 258
 1,054
 
 
 258
 1,054
 1,312
 (12) 1974 09/30/16 15 to 30 Years
 Lebo, KS (c) 1,951
 762
 
 
 1,951
 762
 2,713
 (144) 1976 11/18/14 15 to 20 Years
 Lewiston, ME (c) 460
 341
 
 
 460
 341
 801
 (97) 1994 06/28/12 15 to 28 Years
 Lincoln, AL (c) 1,785
 1,312
 
 2
 1,785
 1,314
 3,099
 (50) 2001 07/11/16 15 to 40 Years
 Long Beach, CA (c) 1,049
 635
 
 
 1,049
 635
 1,684
 (96) 1959 05/02/14 15 to 30 Years
 Los Angeles, CA (c) 2,178
 504
 
 
 2,178
 504
 2,682
 (154) 1963 05/02/14 15 to 20 Years
 Lynchburg, VA (c) 467
 1,391
 
 
 467
 1,391
 1,858
 (85) 2006 06/30/15 15 to 30 Years
 Lynchburg, VA (c) 278
 699
 
 
 278
 699
 977
 (42) 1967 06/30/15 15 to 30 Years
 Lynchburg, VA (c) 517
 1,142
 
 
 517
 1,142
 1,659
 (77) 2000 06/30/15 15 to 30 Years
 Macon, GA (c) 470
 1,226
 
 
 470
 1,226
 1,696
 (251) 1974 07/17/13 7 to 35 Years
 Macon, GA (c) 471
 1,066
 
 
 471
 1,066
 1,537
 (271) 1993 07/17/13 5 to 35 Years
 Madison Heights, VA (c) 268
 417
 
 
 268
 417
 685
 (31) 1983 06/30/15 15 to 30 Years
 Madison, ME (c) 130
 410
 
 
 130
 410
 540
 (89) 1988 06/28/12 15 to 25 Years
 Manahawkin, NJ (c) 3,258
 1,954
 
 
 3,258
 1,954
 5,212
 (586) 2001 07/17/13 8 to 46 Years
 Manchester, ME (c) 279
 285
 
 
 279
 285
 564
 (88) 1990 06/28/12 15 to 20 Years
 Maple Heights, OH (c) 747
 917
 
 
 747
 917
 1,664
 (179) 1998 07/17/13 13 to 32 Years
C-Store (Town Star Holdings, LLC)Orlando, FL (d) 1,397
 1,028
 
 
 1,397
 1,028
 2,425
 (204) 1990 10/29/15 15 to 30 Years
C-Store (Town Star Holdings, LLC)Belle Isle, FL (d) 908
 738
 
 
 908
 738
 1,646
 (124) 1996 10/27/15 15 to 30 Years
C-Store (Town Star Holdings, LLC)Apopka, FL (d) 1,357
 748
 
 
 1,357
 748
 2,105
 (184) 1997 10/28/15 15 to 30 Years
C-Store (US Investment Group, Inc.)Kissimmee, FL (d) 759
 1,061
 
 13
 759
 1,074
 1,833
 (279) 2005 12/19/13 15 to 30 Years
C-Store (US Investment Group, Inc.)Apopka, FL (d) 477
 389
 
 
 477
 389
 866
 (101) 1989 12/19/13 15 to 30 Years
C-Store (US Investment Group, Inc.)Orlando, FL (d) 1,167
 982
 
 
 1,167
 982
 2,149
 (281) 2001 12/19/13 15 to 30 Years
C-Store (US Investment Group, Inc.)Orlando, FL (d) 1,080
 798
 
 
 1,080
 798
 1,878
 (210) 2001 12/19/13 15 to 30 Years
C-Store (US Investment Group, Inc.)Orlando, FL (d) 1,303
 496
 
 
 1,303
 496
 1,799
 (178) 1994 12/19/13 15 to 30 Years
C-Store (US Investment Group, Inc.)Orlando, FL (d) 973
 350
 
 
 973
 350
 1,323
 (158) 1991 12/19/13 15 to 30 Years
C-Store (US Investment Group, Inc.)Orlando, FL (d) 1,128
 496
 
 
 1,128
 496
 1,624
 (185) 1995 12/19/13��15 to 30 Years
C-Store (US Investment Group, Inc.)Oakland, FL (d) 1,303
 1,109
 
 
 1,303
 1,109
 2,412
 (353) 2002 12/19/13 15 to 30 Years
C-Store (US Investment Group, Inc.)Orlando, FL (d) 1,644
 1,829
 
 
 1,644
 1,829
 3,473
 (351) 2000 12/19/13 15 to 40 Years
C-Store (US Investment Group, Inc.)Oviedo, FL (d) 973
 798
 
 
 973
 798
 1,771
 (233) 1995 12/19/13 15 to 30 Years
C-Store (Wawa, Inc.)Narberth, PA (d) 1,812
 3,163
 
 
 1,812
 3,163
 4,975
 (403) 2006 07/17/13 8 to 46 Years
C-Store (Wawa, Inc.)Hockessin, DE (d) 1,921
 2,477
 
 
 1,921
 2,477
 4,398
 (448) 2001 07/17/13 8 to 46 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Marquette, MI (c) 404
 146
 
 
 404
 146
 550
 (9) 1968 05/19/16 17 to 30 Years
 Marshfield, MO (c) 615
 811
 
 
 615
 811
 1,426
 (34) 1987 03/31/16 18 to 30 Years
 Martinez, GA (c) 626
 996
 
 
 626
 996
 1,622
 (412) 1985 07/17/13 3 to 35 Years
 Mason, MI (c) 258
 157
 
 
 258
 157
 415
 (10) 1971 05/19/16 17 to 30 Years
 McKee, KY (c) 119
 973
 
 
 119
 973
 1,092
 (55) 1983 06/30/15 15 to 30 Years
 Menominee, MI (c) 235
 179
 
 
 235
 179
 414
 (10) 1966 05/19/16 17 to 30 Years
 Merrillville, IN (c) 303
 247
 
 
 303
 247
 550
 (13) 1973 05/19/16 17 to 30 Years
 Midland, GA (c) 637
 2,136
 
 
 637
 2,136
 2,773
 (265) 1995 07/17/13 9 to 35 Years
 Midland, MI (c) 314
 135
 
 
 314
 135
 449
 (10) 1960 05/19/16 17 to 30 Years
 Midland, MI (c) 191
 67
 
 
 191
 67
 258
 (6) 1962 05/19/16 17 to 30 Years
 Mobile, AL (c) 552
 1,664
 
 
 552
 1,664
 2,216
 (315) 1987 07/17/13 11 to 24 Years
 Mobile, AL (c) 939
 878
 
 
 939
 878
 1,817
 (217) 1988 07/17/13 13 to 25 Years
 Moneta, VA (c) 437
 934
 
 
 437
 934
 1,371
 (71) 1999 06/30/15 15 to 30 Years
 Monroe, LA (c) 517
 1,455
 
 
 517
 1,455
 1,972
 (316) 1986 07/17/13 6 to 28 Years
 Montclair, CA (c) 4,957
 4,136
 
 375
 4,957
 4,511
 9,468
 (581) 1989 10/31/14 15 to 40 Years
 Montgomery, AL (c) 648
 228
 
 
 648
 228
 876
 (16) 1965 07/11/16 15 to 20 Years
 Monticello, IN (c) 235
 202
 
 
 235
 202
 437
 (11) 1970 05/19/16 17 to 30 Years
 Mount Pleasant, SC (c) 1,328
 1,073
 
 
 1,328
 1,073
 2,401
 (170) 1978 07/17/13 7 to 30 Years
 Mountain Home, AR (c) 224
 493
 
 2
 224
 495
 719
 (6) 1991 09/30/16 12 to 40 Years
 Mt Sterling, KY (c) 1,103
 1,103
 
 
 1,103
 1,103
 2,206
 (90) 2000 06/30/15 15 to 30 Years
 Muncie, IN (c) 448
 135
 
 
 448
 135
 583
 (12) 1983 05/19/16 17 to 30 Years
 Murphy, NC (a) 489
 298
 
 49
 489
 347
 836
 (94) 1965 05/08/13 8 to 19 Years
 Muskegon, MI (c) 605
 650
 
 
 605
 650
 1,255
 (25) 1959 05/19/16 17 to 30 Years
 Muskegon, MI (c) 291
 471
 
 
 291
 471
 762
 (18) 1964 05/19/16 17 to 30 Years
 N. Augusta, SC (c) 1,065
 894
 
 
 1,065
 894
 1,959
 (146) 1999 07/17/13 12 to 33 Years
 Narberth, PA (c) 1,812
 3,163
 
 
 1,812
 3,163
 4,975
 (312) 2006 07/17/13 8 to 46 Years
 Neosho, MO (c) 504
 628
 
 
 504
 628
 1,132
 (10) 2002 09/30/16 14 to 40 Years
 Newport, NH (c) 519
 581
 
 
 519
 581
 1,100
 (132) 1998 06/28/12 15 to 30 Years
 Northfield, OH (c) 873
 1,633
 
 
 873
 1,633
 2,506
 (274) 1983 07/17/13 15 to 35 Years
 Norton Shores, MI (c) 325
 291
 
 
 325
 291
 616
 (15) 1962 05/19/16 17 to 30 Years
 Norton, OH (c) 581
 1,460
 
 
 581
 1,460
 2,041
 (220) 1984 07/17/13 13 to 35 Years
 Oakfield, ME (c) 273
 229
 
 
 273
 229
 502
 (78) 1993 06/28/12 15 to 25 Years
 Oakland, FL (c) 1,303
 1,109
 
 
 1,303
 1,109
 2,412
 (265) 2002 12/19/13 15 to 30 Years
 Okeechobee, FL (c) 468
 936
 
 
 468
 936
 1,404
 (88) 1976 10/30/14 15 to 40 Years
 Okeechobee, FL (c) 808
 1,191
 
 
 808
 1,191
 1,999
 (129) 1984 10/30/14 15 to 40 Years
 Okeechobee, FL (c) 386
 1,764
 
 
 386
 1,764
 2,150
 (129) 1975 10/30/14 15 to 40 Years
 Okeechobee, FL (c) 558
 1,024
 
 
 558
 1,024
 1,582
 (93) 1986 10/30/14 15 to 40 Years
 Ontario, CA (c) 1,307
 1,307
 
 
 1,307
 1,307
 2,614
 (163) 1964 05/02/14 15 to 30 Years
C-Store (Wawa, Inc.)Manahawkin, NJ (d) 3,258
 1,954
 
 
 3,258
 1,954
 5,212
 (758) 2001 07/17/13 8 to 46 Years
C-Store (White Oak Station, LLC)Mountain Home, AR (d) 224
 493
 
 2
 224
 495
 719
 (31) 1991 09/30/16 12 to 40 Years
C-Store (White Oak Station, LLC)Harrison, AR (d) 2,309
 2,040
 
 
 2,309
 2,040
 4,349
 (272) 1996 09/30/16 11 to 30 Years
C-Store (White Oak Station, LLC)Harrison, AR (d) 235
 202
 
 
 235
 202
 437
 (21) 1971 09/30/16 17 to 30 Years
C-Store (White Oak Station, LLC)Yellville, AR (d) 269
 740
 
 
 269
 740
 1,009
 (50) 1984 09/30/16 13 to 30 Years
C-Store (White Oak Station, LLC)Harrison, AR (d) 224
 717
 
 
 224
 717
 941
 (45) 1980 09/30/16 12 to 30 Years
C-Store (White Oak Station, LLC)Huntsville, AR (d) 359
 504
 
 
 359
 504
 863
 (40) 2003 09/30/16 15 to 40 Years
C-Store (White Oak Station, LLC)Lead Hill, AR (d) 258
 1,054
 
 
 258
 1,054
 1,312
 (59) 1974 09/30/16 15 to 30 Years
C-Store (White Oak Station, LLC)Harrison, AR (d) 673
 471
 
 
 673
 471
 1,144
 (39) 1985 09/30/16 14 to 30 Years
C-Store (White Oak Station, LLC)Branson, MO (d) 605
 818
 
 
 605
 818
 1,423
 (66) 1993 09/30/16 15 to 30 Years
C-Store (White Oak Station, LLC)Fayetteville, AR (d) 986
 897
 
 
 986
 897
 1,883
 (77) 1996 09/30/16 15 to 30 Years
C-Store (White Oak Station, LLC)Harrison, AR (d) 392
 336
 
 
 392
 336
 728
 (40) 1982 09/30/16 12 to 30 Years
C-Store (White Oak Station, LLC)Branson, MO (d) 1,177
 1,199
 
 
 1,177
 1,199
 2,376
 (101) 1999 09/30/16 12 to 40 Years
C-Store (White Oak Station, LLC)Ridgedale, MO (d) 1,199
 1,177
 
 
 1,199
 1,177
 2,376
 (102) 1995 09/30/16 13 to 30 Years
C-Store (White Oak Station, LLC)Neosho, MO (d) 504
 628
 
 
 504
 628
 1,132
 (49) 2002 09/30/16 14 to 40 Years
C-Store (White Oak Station, LLC)Bergman, AR (d) 404
 549
 
 
 404
 549
 953
 (45) 1996 09/30/16 14 to 40 Years
C-Store (White Oak Station, LLC)Harrison, AR (d) 594
 482
 
 
 594
 482
 1,076
 (38) 1981 09/30/16 16 to 40 Years
C-Store (White Oak Station, LLC)Berryville, AR (d) 314
 381
 
 
 314
 381
 695
 (31) 1996 09/30/16 14 to 40 Years
C-Store (White Oak Station, LLC)Fayetteville, AR (d) 1,760
 953
 
 
 1,760
 953
 2,713
 (72) 1996 09/30/16 16 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Opelika, AL (c) 960
 1,716
 
 
 960
 1,716
 2,676
 (363) 1988 07/17/13 10 to 25 Years
 Opelika, AL (c) 400
 1,321
 
 
 400
 1,321
 1,721
 (239) 1989 07/17/13 10 to 24 Years
 Orlando, FL (c) 1,167
 982
 
 
 1,167
 982
 2,149
 (211) 2001 12/19/13 15 to 30 Years
 Orlando, FL (c) 1,080
 798
 
 
 1,080
 798
 1,878
 (158) 2001 12/19/13 15 to 30 Years
 Orlando, FL (c) 1,303
 496
 
 
 1,303
 496
 1,799
 (133) 1994 12/19/13 15 to 30 Years
 Orlando, FL (c) 973
 350
 
 
 973
 350
 1,323
 (119) 1991 12/19/13 15 to 30 Years
 Orlando, FL (c) 1,128
 496
 
 
 1,128
 496
 1,624
 (139) 1995 12/19/13 15 to 30 Years
 Orlando, FL (c) 1,644
 1,829
 
 
 1,644
 1,829
 3,473
 (264) 2000 12/19/13 15 to 40 Years
 Orlando, FL (c) 1,255
 1,333
 
 
 1,255
 1,333
 2,588
 (240) 2001 12/19/13 15 to 40 Years
 Orlando, FL (c) 1,397
 1,028
 
 
 1,397
 1,028
 2,425
 (109) 1990 10/29/15 15 to 30 Years
 Oviedo, FL (c) 1,556
 982
 
 
 1,556
 982
 2,538
 (240) 2002 12/19/13 15 to 30 Years
 Oviedo, FL (c) 973
 798
 
 
 973
 798
 1,771
 (175) 1995 12/19/13 15 to 30 Years
 Oxnard, CA (c) 1,330
 950
 
 363
 1,330
 1,313
 2,643
 (165) 1966 06/27/14 15 to 30 Years
 Oxnard, CA (c) 2,284
 3,620
 
 
 2,284
 3,620
 5,904
 (293) 2003 09/09/14 15 to 40 Years
 Panama City, FL (c) 630
 298
 
 
 630
 298
 928
 (17) 1951 07/11/16 15 to 20 Years
 Paris, KY (c) 129
 636
 
 
 129
 636
 765
 (39) 1988 06/30/15 15 to 30 Years
 Paris, KY (c) 209
 576
 
 
 209
 576
 785
 (40) 1992 06/30/15 15 to 30 Years
 Paris, ME (c) 139
 153
 
 
 139
 153
 292
 (55) 1954 06/28/12 15 to 17 Years
 Parma, OH (c) 437
 1,166
 
 
 437
 1,166
 1,603
 (160) 2002 07/17/13 15 to 35 Years
 Phenix City, AL (c) 554
 1,392
 
 
 554
 1,392
 1,946
 (228) 1999 07/17/13 13 to 33 Years
 Phoenix, AZ (c) 2,243
 4,243
 
 
 2,243
 4,243
 6,486
 (1,621) 2001 07/02/07 15 to 40 Years
 Phoenix, AZ (c) 1,212
 380
 
 
 1,212
 380
 1,592
 (76) 1985 03/20/15 7 to 40 Years
 Pine Mountain, GA (c) 454
 1,627
 
 
 454
 1,627
 2,081
 (239) 1999 07/17/13 10 to 37 Years
 Plainwell, MI (c) 785
 235
 
 
 785
 235
 1,020
 (22) 1998 05/19/16 17 to 30 Years
 Pomona, CA (c) 1,551
 839
 
 127
 1,551
 966
 2,517
 (143) 1967 05/02/14 15 to 30 Years
 Pomona, CA (c) 1,078
 864
 
 
 1,078
 864
 1,942
 (111) 1999 06/04/14 15 to 40 Years
 Port Wentworth, GA (c) 1,627
 1,131
 
 
 1,627
 1,131
 2,758
 (513) 1991 07/17/13 4 to 35 Years
 Portland, OR (c) 516
 272
 
 
 516
 272
 788
 (45) 1991 10/28/14 15 to 30 Years
 Prattville, AL (c) 1,978
 735
 
 
 1,978
 735
 2,713
 (36) 1995 07/11/16 15 to 30 Years
 Presque Isle, ME (c) 708
 390
 
 
 708
 390
 1,098
 (107) 1995 01/24/14 14 to 30 Years
 Prosser, WA (c) 245
 444
 
 
 245
 444
 689
 (56) 1985 10/28/14 15 to 30 Years
 Ragland, AL (c) 385
 595
 
 
 385
 595
 980
 (15) 1986 07/11/16 15 to 30 Years
 Raymond, NH (c) 1,722
 430
 
 
 1,722
 430
 2,152
 (160) 1986 01/24/14 14 to 20 Years
 Reseda, CA (c) 2,064
 1,013
 
 
 2,064
 1,013
 3,077
 (132) 1997 05/02/14 15 to 40 Years
 Reseda, CA (c) 2,422
 605
 
 
 2,422
 605
 3,027
 (149) 1997 05/02/14 15 to 30 Years
 Ridgedale, MO (c) 1,199
 1,177
 
 
 1,199
 1,177
 2,376
 (20) 1995 09/30/16 13 to 30 Years
 Roanoke, VA (c) 238
 497
 
 
 238
 497
 735
 (32) 1988 06/30/15 15 to 30 Years
 Roanoke, VA (c) 616
 534
 
 
 616
 534
 1,150
 (46) 1988 06/30/15 15 to 30 Years
C-Store (White Oak Station, LLC)Springdale, AR (d) 2,119
 1,401
 
 157
 2,119
 1,558
 3,677
 (124) 2010 09/30/16 17 to 40 Years
C-Store (White Oak Station, LLC)Clinton, MO (d) 291
 404
 
 
 291
 404
 695
 (33) 1960 09/30/16 15 to 30 Years
C-Store (White Oak Station, LLC)Butler, MO (d) 919
 1,076
 
 
 919
 1,076
 1,995
 (99) 1996 09/30/16 15 to 30 Years
C-Store (White Oak Station, LLC)Forsyth, MO (d) 370
 572
 
 
 370
 572
 942
 (46) 1950 09/30/16 14 to 30 Years
CVSAlpharetta, GA (c) 968
 2,614
 
 
 968
 2,614
 3,582
 (388) 1998 07/17/13 5 to 40 Years
CVSRichland Hills, TX (c) 997
 2,951
 
 
 997
 2,951
 3,948
 (409) 1997 07/17/13 4 to 40 Years
CVSPortsmouth, OH (d) 354
 1,953
 (276) (1,514) 78
 439
 517
 (4) 1997 07/17/13 1 to 33 Years
CVSMadison, MS (d) 745
 3,323
 
 
 745
 3,323
 4,068
 (463) 2004 07/17/13 11 to 40 Years
CVSOkeechobee, FL (d) 674
 5,088
 
 
 674
 5,088
 5,762
 (855) 2001 07/17/13 9 to 30 Years
CVSOrlando, FL (d) 781
 3,799
 
 
 781
 3,799
 4,580
 (646) 2005 07/17/13 10 to 30 Years
CVSGulfport, MS (d) 441
 4,208
 
 
 441
 4,208
 4,649
 (539) 2000 07/17/13 12 to 40 Years
CVSClinton, NY (d) 1,050
 2,090
 
 
 1,050
 2,090
 3,140
 (348) 2005 07/17/13 11 to 42 Years
CVSGlenville Scotia, NY (d) 1,314
 3,964
 
 
 1,314
 3,964
 5,278
 (557) 2006 07/17/13 12 to 43 Years
CVSFlorence, SC (d) 744
 2,070
 
 
 744
 2,070
 2,814
 (306) 1998 07/17/13 5 to 39 Years
CVSAmarillo, TX (d) 916
 2,747
 
 
 916
 2,747
 3,663
 (412) 1994 07/17/13 20 to 20 Years
CVSIndianapolis, IN (c) 860
 2,754
 
 
 860
 2,754
 3,614
 (424) 1998 07/17/13 10 to 40 Years
CVSOnley, VA (d) 2,530
 2,296
 
 
 2,530
 2,296
 4,826
 (400) 2007 07/17/13 12 to 43 Years
CVSColumbia, TN (d) 842
 1,864
 
 
 842
 1,864
 2,706
 (304) 1997 07/17/13 4 to 37 Years
CVSHamilton, OH (d) 738
 2,429
 
 
 738
 2,429
 3,167
 (373) 1998 07/17/13 5 to 39 Years
CVSMechanicville, NY (d) 654
 3,120
 
 
 654
 3,120
 3,774
 (439) 1997 07/17/13 4 to 38 Years
CVSAtlanta, GA (c) 1,316
 2,266
 
 
 1,316
 2,266
 3,582
 (358) 2006 07/17/13 14 to 42 Years
CVSCarrolton, TX (d) 945
 1,967
 
 
 945
 1,967
 2,912
 (282) 1995 07/17/13 1 to 39 Years
CVSKissimmee, FL (d) 1,508
 2,153
 
 
 1,508
 2,153
 3,661
 (354) 1995 07/17/13 2 to 40 Years
CVSLake Worth, TX (d) 1,044
 1,817
 
 
 1,044
 1,817
 2,861
 (364) 1996 07/17/13 2 to 30 Years
CVSRichardson, TX (c) 803
 2,575
 
 
 803
 2,575
 3,378
 (351) 1996 07/17/13 3 to 40 Years
CVSRiver Oaks, TX (c) 829
 2,871
 
 
 829
 2,871
 3,700
 (426) 1996 07/17/13 3 to 40 Years
CVSThe Colony, TX (d) 1,028
 1,769
 
 
 1,028
 1,769
 2,797
 (261) 1996 07/17/13 1 to 40 Years
CVSWichita Falls, TX (d) 503
 2,530
 
 
 503
 2,530
 3,033
 (366) 1995 07/17/13 2 to 40 Years
CVSWichita Falls, TX (d) 528
 2,022
 
 
 528
 2,022
 2,550
 (282) 1995 07/17/13 1 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Roanoke, VA (c) 397
 785
 
 
 397
 785
 1,182
 (54) 1986 06/30/15 15 to 30 Years
 Roanoke, VA (c) 397
 685
 
 
 397
 685
 1,082
 (49) 1997 06/30/15 15 to 30 Years
 Rockland, ME (c) 211
 303
 
 
 211
 303
 514
 (67) 1984 06/28/12 15 to 28 Years
 Roebuck, SC (a) 708
 818
 
 152
 708
 970
 1,678
 (241) 1992 01/01/14 8 to 29 Years
 Rushville, IN (c) 179
 112
 
 
 179
 112
 291
 (7) 1978 05/19/16 17 to 30 Years
 Rustburg, VA (c) 527
 775
 
 
 527
 775
 1,302
 (64) 1990 06/30/15 15 to 30 Years
 Saginaw, MI (c) 1,177
 594
 
 
 1,177
 594
 1,771
 (31) 1989 05/19/16 17 to 30 Years
 Saginaw, MI (c) 224
 135
 
 
 224
 135
 359
 (8) 1960 05/19/16 17 to 30 Years
 Saginaw, MI (c) 359
 191
 
 
 359
 191
 550
 (9) 1969 05/19/16 17 to 30 Years
 St. Augustine, FL (a) 9,556
 2,543
 
 
 9,556
 2,543
 12,099
 (2,815) 2005 07/01/05 13 to 40 Years
 Salem, OR (c) 879
 281
 
 
 879
 281
 1,160
 (96) 1991 10/28/14 15 to 30 Years
 Salem, VA (c) 209
 576
 
 
 209
 576
 785
 (40) 1970 06/30/15 15 to 30 Years
 Salem, VA (c) 646
 517
 
 
 646
 517
 1,163
 (44) 1987 06/30/15 15 to 30 Years
 Salem, VA (c) 387
 1,172
 
 
 387
 1,172
 1,559
 (74) 1973 06/30/15 15 to 30 Years
 San Francisco, CA (c) 1,604
 82
 
 
 1,604
 82
 1,686
 (41) 1980 10/28/14 15 to 30 Years
 Sanford, ME (c) 807
 579
 
 
 807
 579
 1,386
 (122) 1997 06/28/12 15 to 28 Years
 Sault Ste Marie, MI (c) 1,760
 561
 
 
 1,760
 561
 2,321
 (36) 1993 05/19/16 17 to 30 Years
 Savannah, GA (c) 1,001
 847
 
 
 1,001
 847
 1,848
 (205) 1997 07/17/13 8 to 37 Years
 Savannah, GA (c) 831
 869
 
 
 831
 869
 1,700
 (169) 1990 07/17/13 14 to 30 Years
 Scottsdale, AZ (c) 4,416
 2,384
 
 
 4,416
 2,384
 6,800
 (1,096) 2000 07/02/07 15 to 40 Years
 Scottsdale, AZ (c) 2,765
 2,196
 
 
 2,765
 2,196
 4,961
 (1,006) 1995 07/02/07 15 to 40 Years
 Scottsdale, AZ (c) 5,123
 2,683
 
 
 5,123
 2,683
 7,806
 (1,563) 1991 07/02/07 15 to 40 Years
 Scottsdale, AZ (c) 3,437
 2,373
 
 
 3,437
 2,373
 5,810
 (1,383) 1996 07/02/07 15 to 40 Years
 Scottville, MI (c) 235
 404
 
 
 235
 404
 639
 (16) 1959 05/19/16 17 to 30 Years
 Seville, OH (c) 1,141
 2,604
 
 
 1,141
 2,604
 3,745
 (389) 2003 07/17/13 15 to 36 Years
 Sherman Mills, ME (c) 259
 163
 
 
 259
 163
 422
 (63) 1974 06/28/12 15 to 20 Years
 Shoreline, WA (c) 516
 172
 
 
 516
 172
 688
 (27) 1955 10/28/14 15 to 30 Years
 Shreveport, LA (c) 369
 1,183
 
 
 369
 1,183
 1,552
 (251) 1988 07/17/13 4 to 25 Years
 South Boston, VA (c) 378
 705
 
 
 378
 705
 1,083
 (45) 1988 06/30/15 15 to 30 Years
 South Boston, VA (c) 407
 834
 
 
 407
 834
 1,241
 (54) 1983 06/30/15 15 to 30 Years
 South Boston, VA (c) 894
 1,232
 
 
 894
 1,232
 2,126
 (88) 1997 06/30/15 15 to 30 Years
 South Boston, VA (c) 368
 517
 
 
 368
 517
 885
 (43) 1997 06/30/15 15 to 30 Years
 South Portland, ME (c) 661
 194
 
 
 661
 194
 855
 (91) 1970 06/28/12 15 to 15 Years
 South Portland, ME (c) 448
 593
 
 
 448
 593
 1,041
 (81) 1970 01/24/14 14 to 40 Years
CVSMaynard, MA (d) 1,683
 3,984
 
 
 1,683
 3,984
 5,667
 (495) 2004 07/17/13 14 to 42 Years
CVSMyrtle Beach, SC (d) 828
 4,024
 
 
 828
 4,024
 4,852
 (535) 2004 07/17/13 12 to 42 Years
CVSWaynesville, NC (d) 1,495
 2,365
 
 
 1,495
 2,365
 3,860
 (347) 2005 07/17/13 12 to 42 Years
CVSIndianapolis, IN (c) 733
 2,882
 
 
 733
 2,882
 3,615
 (430) 1997 07/17/13 10 to 38 Years
CVSLincoln, IL (c) 444
 3,043
 
 
 444
 3,043
 3,487
 (432) 2007 07/17/13 11 to 43 Years
CVSAzle, TX (c) 1,213
 3,504
 
 
 1,213
 3,504
 4,717
 (439) 2008 07/17/13 15 to 43 Years
CVSNew Cumberland, PA (c) 794
 2,663
 
 
 794
 2,663
 3,457
 (377) 2007 07/17/13 12 to 43 Years
CVSSt. Augustine, FL (d) 1,048
 2,905
 
 
 1,048
 2,905
 3,953
 (409) 2008 07/17/13 11 to 42 Years
Dairy QueenPalmer, AK (d) 510
 1,350
 
 90
 510
 1,440
 1,950
 (54) 2000 02/16/17 10 to 30 Years
Dairy QueenAnchorage, AK (d) 1,150
 1,262
 
 
 1,150
 1,262
 2,412
 (37) 2007 02/16/17 15 to 40 Years
Dairy QueenAnchorage, AK (d) 333
 461
 
 
 333
 461
 794
 (14) 2010 02/16/17 10 to 40 Years
Dairy QueenWasilla, AK (d) 577
 1,260
 
 
 577
 1,260
 1,837
 (77) 1984 02/16/17 5 to 20 Years
DarkCanton, MI (a) 2,071
 1,224
 
 
 2,071
 1,224
 3,295
 (747) 1996 06/25/04 15 to 30 Years
Dave & Buster'sMarietta, GA (a) 3,908
 8,630
 (74) 
 3,834
 8,630
 12,464
 (3,732) 1992 07/01/05 15 to 30 Years
Dave & Buster'sAddison, IL (d) 4,690
 6,692
 
 
 4,690
 6,692
 11,382
 (2,092) 1995 07/17/13 7 to 24 Years
Dave & Buster'sTucson, AZ (d) 2,874
 5,655
 
 43
 2,874
 5,698
 8,572
 (146) 2017 03/31/17 15 to 50 Years
Dave & Buster'sWestlake, OH (d) 2,856
 1
 
 44
 2,856
 45
 2,901
 (3) 2016 05/18/17 10 to 10 Years
David McDavid Acura Pre-OwnedPlano, TX (d) 3,064
 2,707
 
 
 3,064
 2,707
 5,771
 (1,559) 1992 06/29/07 5 to 30 Years
David's BridalLenexa, KS (d) 919
 2,476
 
 
 919
 2,476
 3,395
 (347) 2005 07/17/13 2 to 47 Years
Davis-StandardPawcatuck, CT (d) 2,736
 9,218
 
 36
 2,736
 9,254
 11,990
 (447) 1969 10/27/16 7 to 40 Years
Davis-StandardFulton, NY (d) 445
 6,113
 
 35
 445
 6,148
 6,593
 (238) 1983 10/27/16 5 to 40 Years
Defined FitnessAlbuquerque, NM (d) 1,914
 3,724
 
 
 1,914
 3,724
 5,638
 (389) 1995 04/23/15 15 to 30 Years
Defined FitnessRio Rancho, NM (d) 1,448
 2,172
 
 
 1,448
 2,172
 3,620
 (242) 1997 04/23/15 15 to 30 Years
Defined FitnessAlbuquerque, NM (d) 2,391
 4,008
 
 
 2,391
 4,008
 6,399
 (432) 2001 04/23/15 15 to 30 Years
Defined FitnessAlbuquerque, NM (d) 4,732
 6,845
 
 
 4,732
 6,845
 11,577
 (631) 1972 04/23/15 15 to 40 Years
Defined FitnessFarmington, NM (d) 2,242
 6,696
 
 
 2,242
 6,696
 8,938
 (545) 1999 04/23/15 15 to 40 Years
DefyGravity Wilmington Trampoline ParkWilmington, NC (d) 837
 1,429
 
 
 837
 1,429
 2,266
 (228) 2006 09/30/15 9 to 20 Years
Denny'sFountain Hills, AZ (a) 825
 561
 
 
 825
 561
 1,386
 (360) 1995 09/24/04 15 to 30 Years
Denny'sBenson, AZ (d) 313
 336
 
 
 313
 336
 649
 (69) 1996 03/20/15 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Sparta, MI (c) 291
 650
 
 
 291
 650
 941
 (20) 1993 05/19/16 17 to 30 Years
 Spiceland, IN (a) 9,649
 3,063
 
 
 9,649
 3,063
 12,712
 (3,527) 38534 07/01/05 13 to 40 Years
 Spring Lake, MI (c) 247
 325
 
 190
 247
 515
 762
 (16) 1964 05/19/16 17 to 30 Years
 Springdale, AR (c) 2,119
 1,401
 
 157
 2,119
 1,558
 3,677
 (25) 2010 09/30/16 17 to 40 Years
 Springdale, SC (c) 794
 767
 
 
 794
 767
 1,561
 (134) 1999 07/17/13 13 to 33 Years
 Springfield, MO (c) 431
 732
 
 86
 431
 818
 1,249
 (32) 1988 03/31/16 18 to 30 Years
 Springfield, MO (c) 562
 1,007
 
 
 562
 1,007
 1,569
 (40) 1989 03/31/16 18 to 30 Years
 Springfield, MO (c) 327
 732
 
 
 327
 732
 1,059
 (28) 1987 03/31/16 18 to 30 Years
 St Johns, MI (c) 460
 706
 
 
 460
 706
 1,166
 (27) 2011 05/19/16 17 to 30 Years
 Stanton, CA (c) 985
 566
 
 
 985
 566
 1,551
 (78) 1966 10/31/14 15 to 30 Years
 Stevensville, MI (c) 482
 191
 
 
 482
 191
 673
 (16) 1960 05/19/16 17 to 30 Years
 Sumiton, AL (c) 1,138
 420
 
 
 1,138
 420
 1,558
 (28) 1970 07/11/16 15 to 20 Years
 Summerville, SC (a) 1,317
 1,459
 (151) 208
 1,166
 1,667
 2,833
 (309) 2001 05/08/13 8 to 29 Years
 Swartz Creek, MI (c) 213
 460
 
 
 213
 460
 673
 (15) 1952 05/19/16 17 to 30 Years
 Sylacauga, AL (c) 560
 438
 
 
 560
 438
 998
 (20) 1948 07/11/16 15 to 20 Years
 Tacoma, WA (c) 326
 290
 
 
 326
 290
 616
 (46) 1987 10/28/14 15 to 30 Years
 Temple City, CA (c) 948
 544
 
 134
 948
 678
 1,626
 (88) 1955 05/02/14 15 to 30 Years
 Three Rivers, MI (c) 1,256
 1,401
 
 
 1,256
 1,401
 2,657
 (55) 1982 05/19/16 17 to 30 Years
 Traverse City, MI (c) 482
 179
 
 
 482
 179
 661
 (9) 1971 05/19/16 17 to 30 Years
 Twinsburg, OH (c) 556
 1,317
 
 
 556
 1,317
 1,873
 (191) 2005 07/17/13 15 to 37 Years
 Union Gap, WA (c) 417
 272
 
 
 417
 272
 689
 (48) 1983 10/28/14 15 to 30 Years
 Vallejo, CA (c) 2,923
 2,904
 
 
 2,923
 2,904
 5,827
 (360) 1970 10/31/14 15 to 40 Years
 Valley, AL (c) 754
 804
 
 
 754
 804
 1,558
 (165) 1974 07/17/13 9 to 25 Years
 Valley, AL (c) 280
 368
 
 
 280
 368
 648
 (14) 1955 07/11/16 15 to 20 Years
 Ventura, CA (c) 2,473
 909
 
 169
 2,473
 1,078
 3,551
 (183) 1971 05/02/14 15 to 30 Years
 Ventura, CA (c) 2,274
 641
 
 
 2,274
 641
 2,915
 (295) 1971 05/02/14 10 to 15 Years
 Vista, CA (c) 1,745
 497
 
 
 1,745
 497
 2,242
 (92) 1987 10/31/14 15 to 40 Years
 Waitsburg, WA (c) 190
 344
 
 
 190
 344
 534
 (45) 1980 10/28/14 15 to 30 Years
 Waldoboro, ME (c) 1,450
 834
 
 
 1,450
 834
 2,284
 (157) 1996 01/24/14 14 to 40 Years
 West Monroe, LA (c) 686
 981
 
 
 686
 981
 1,667
 (420) 1983 07/17/13 5 to 25 Years
 West Monroe, LA (c) 425
 1,558
 
 
 425
 1,558
 1,983
 (424) 1999 07/17/13 3 to 35 Years
 Willoughby, OH (c) 477
 1,167
 
 
 477
 1,167
 1,644
 (183) 1986 07/17/13 13 to 32 Years
 Winchester, KY (c) 755
 775
 
 
 755
 775
 1,530
 (63) 1981 06/30/15 15 to 30 Years
 Winter Park, FL (c) 992
 1,021
 
 
 992
 1,021
 2,013
 (170) 2004 12/19/13 15 to 40 Years
 Wiscasset, ME (c) 1,305
 538
 
 
 1,305
 538
 1,843
 (160) 1992 01/24/14 14 to 30 Years
 Woodburn, OR (c) 942
 616
 
 
 942
 616
 1,558
 (107) 1985 10/28/14 15 to 30 Years
 Wyoming, MI (c) 314
 448
 
 
 314
 448
 762
 (14) 1958 05/19/16 17 to 30 Years
Diagnostic Health Centers of TexasBeaumont, TX (a) 438
 1,976
 
 
 438
 1,976
 2,414
 (303) 1985 03/31/14 15 to 30 Years
Diagnostic Health Centers of TexasPort Arthur, TX (a) 468
 2,057
 
 
 468
 2,057
 2,525
 (313) 1997 03/31/14 15 to 30 Years
Dillon TireLincoln, NE (a) 1,319
 1,604
 
 
 1,319
 1,604
 2,923
 (864) 1972 04/29/11 11 to 26 Years
Dollar GeneralCrossville, TN (d) 1,041
 1,871
 
 
 1,041
 1,871
 2,912
 (390) 2006 07/17/13 7 to 40 Years
Dollar GeneralArdmore, TN (d) 950
 1,847
 
 
 950
 1,847
 2,797
 (392) 2005 07/17/13 8 to 40 Years
Dollar GeneralLivingston, TN (d) 1,073
 1,889
 
 
 1,073
 1,889
 2,962
 (430) 2006 07/17/13 7 to 40 Years
Dollar GeneralWetumpka, AL (c) 303
 784
 
 
 303
 784
 1,087
 (114) 2011 09/17/13 12 to 40 Years
Dollar GeneralOrrville, AL (c) 192
 826
 
 
 192
 826
 1,018
 (124) 2011 09/17/13 12 to 40 Years
Dollar GeneralRehobeth, AL (c) 259
 774
 
 
 259
 774
 1,033
 (107) 2011 09/17/13 12 to 40 Years
Dollar GeneralTallassee, AL (c) 141
 895
 
 
 141
 895
 1,036
 (114) 2011 09/17/13 12 to 40 Years
Dollar GeneralJasper, AL (c) 365
 1,052
 
 
 365
 1,052
 1,417
 (144) 2011 09/17/13 12 to 40 Years
Dollar GeneralCowarts, AL (c) 396
 836
 
 
 396
 836
 1,232
 (117) 2011 09/17/13 12 to 40 Years
Dollar GeneralCentre, AL (c) 233
 767
 
 
 233
 767
 1,000
 (109) 2011 09/17/13 12 to 40 Years
Dollar GeneralCrossville, TN (c) 264
 849
 
 
 264
 849
 1,113
 (118) 2011 09/17/13 12 to 40 Years
Dollar GeneralEastaboga, AL (c) 223
 937
 
 
 223
 937
 1,160
 (127) 2011 09/17/13 12 to 40 Years
Dollar GeneralEnterprise, AL (c) 255
 803
 
 
 255
 803
 1,058
 (110) 2011 09/17/13 12 to 40 Years
Dollar GeneralTornillo, TX (c) 255
 818
 
 
 255
 818
 1,073
 (126) 2012 10/29/13 13 to 40 Years
Dollar GeneralCrystal City, TX (c) 295
 939
 
 
 295
 939
 1,234
 (122) 2012 10/29/13 13 to 40 Years
Dollar GeneralTemple, TX (c) 414
 897
 
 
 414
 897
 1,311
 (128) 2012 10/29/13 13 to 40 Years
Dollar GeneralFruita, CO (c) 255
 1,025
 
 
 255
 1,025
 1,280
 (139) 2012 10/29/13 13 to 40 Years
Dollar GeneralDe Soto, KS (c) 301
 1,049
 
 
 301
 1,049
 1,350
 (161) 2012 10/29/13 13 to 40 Years
Dollar GeneralLa Cygne, KS (c) 120
 833
 
 
 120
 833
 953
 (113) 2012 10/29/13 13 to 40 Years
Dollar GeneralTopeka, KS (c) 313
 882
 
 
 313
 882
 1,195
 (130) 2012 10/29/13 13 to 40 Years
Dollar GeneralEmporia, KS (c) 292
 1,176
 
 
 292
 1,176
 1,468
 (163) 2012 10/29/13 13 to 40 Years
Dollar GeneralHill City, KS (c) 243
 815
 
 
 243
 815
 1,058
 (129) 2012 10/29/13 13 to 40 Years
Dollar GeneralPagosa Springs, CO (c) 253
 1,031
 
 
 253
 1,031
 1,284
 (134) 2012 10/29/13 13 to 40 Years
Dollar GeneralSilt, CO (c) 334
 894
 
 
 334
 894
 1,228
 (117) 2012 10/29/13 13 to 40 Years
Dollar GeneralGore, OK (c) 182
 924
 
 
 182
 924
 1,106
 (128) 2012 10/29/13 13 to 40 Years
Dollar GeneralStigler, OK (c) 610
 809
 
 
 610
 809
 1,419
 (131) 2012 10/29/13 13 to 40 Years
Dollar GeneralOkay, OK (c) 200
 901
 
 
 200
 901
 1,101
 (123) 2012 10/29/13 13 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Yakima, WA (c) 462
 317
 
 
 462
 317
 779
 (46) 1989 10/28/14 15 to 30 Years
 Yarmouth, ME (c) 950
 278
 
 
 950
 278
 1,228
 (78) 1990 01/24/14 14 to 40 Years
 Yellville, AR (c) 269
 740
 
 
 269
 740
 1,009
 (10) 1984 09/30/16 13 to 30 Years
 Zeeland, MI (c) 213
 426
 
 
 213
 426
 639
 (13) 1989 05/19/16 17 to 30 Years
Dollar GeneralHobart, OK (c) 230
 910
 
 
 230
 910
 1,140
 (130) 2012 10/29/13 13 to 40 Years
Dollar GeneralAtoka, OK (c) 466
 1,304
 
 
 466
 1,304
 1,770
 (171) 2012 10/29/13 13 to 40 Years
Dollar GeneralClaremore, OK (c) 243
 928
 
 
 243
 928
 1,171
 (121) 2012 10/29/13 13 to 40 Years
Dollar GeneralAdair, OK (c) 264
 855
 
 
 264
 855
 1,119
 (116) 2012 10/29/13 13 to 40 Years
Dollar GeneralAltus, OK (c) 315
 918
 
 
 315
 918
 1,233
 (119) 2012 10/29/13 13 to 40 Years
Dollar GeneralKetchum, OK (c) 297
 760
 
 
 297
 760
 1,057
 (126) 2012 10/29/13 13 to 40 Years
Dollar GeneralSpiro, OK (c) 263
 1,099
 
 
 263
 1,099
 1,362
 (164) 2012 10/29/13 13 to 40 Years
Dollar GeneralWalters, OK (c) 173
 1,042
 
 
 173
 1,042
 1,215
 (139) 2012 10/29/13 13 to 40 Years
Dollar GeneralSand Springs, OK (c) 396
 1,039
 
 
 396
 1,039
 1,435
 (144) 2012 10/29/13 13 to 40 Years
Dollar GeneralOrd, NE (c) 222
 1,010
 
 
 222
 1,010
 1,232
 (140) 2012 10/29/13 13 to 40 Years
Dollar GeneralLas Cruces, NM (c) 452
 900
 
 
 452
 900
 1,352
 (137) 2012 10/29/13 13 to 40 Years
Dollar GeneralHobbs, NM (c) 405
 949
 
 
 405
 949
 1,354
 (148) 2012 10/29/13 13 to 40 Years
Dollar GeneralWestern Grove, AR (d) 391
 595
 
 
 391
 595
 986
 (92) 2014 12/15/14 14 to 40 Years
Dollar GeneralQuinton, OK (d) 245
 683
 
 
 245
 683
 928
 (77) 2014 12/15/14 14 to 40 Years
Dollar GeneralAlpena, AR (d) 359
 600
 
 
 359
 600
 959
 (91) 2014 12/15/14 14 to 40 Years
Dollar GeneralKeota, OK (d) 215
 687
 
 
 215
 687
 902
 (81) 2014 12/15/14 14 to 40 Years
Dollar GeneralCameron, OK (d) 312
 710
 
 
 312
 710
 1,022
 (77) 2014 12/15/14 14 to 40 Years
Dollar GeneralCenter Ridge, AR (d) 313
 595
 
 
 313
 595
 908
 (90) 2014 12/15/14 14 to 40 Years
Dollar GeneralByng, OK (b) 205
 646
 
 
 205
 646
 851
 (62) 2015 07/14/15 14 to 40 Years
Dollar GeneralOppelo, AR (a) 354
 553
 
 
 354
 553
 907
 (69) 2015 07/14/15 14 to 40 Years
Dollar GeneralRed Oak, OK (a) 245
 675
 
 
 245
 675
 920
 (62) 2015 07/14/15 14 to 40 Years
Dollar GeneralLa Plata, MO (d) 283
 653
 
 
 283
 653
 936
 (82) 2014 04/27/15 14 to 40 Years
Dollar GeneralBirch Tree, MO (d) 252
 659
 
 
 252
 659
 911
 (86) 2014 03/31/15 14 to 40 Years
Dollar GeneralPineville, MO (d) 253
 699
 
 
 253
 699
 952
 (91) 2014 03/31/15 14 to 40 Years
Dollar GeneralAztec, NM (d) 548
 623
 
 
 548
 623
 1,171
 (84) 2014 03/31/15 14 to 40 Years
Dollar GeneralCreal Springs, IL (d) 261
 653
 
 
 261
 653
 914
 (81) 2014 04/27/15 14 to 40 Years
Dollar GeneralLakeview, IA (d) 251
 568
 
 
 251
 568
 819
 (67) 2015 04/27/15 14 to 40 Years
Dollar GeneralPleasant Hope, MO (d) 263
 650
 
 
 263
 650
 913
 (78) 2014 05/14/15 14 to 40 Years
Dollar GeneralLos Lunas, NM (d) 281
 740
 
 
 281
 740
 1,021
 (92) 2015 05/14/15 14 to 40 Years
Dollar GeneralBloomfield, NM (d) 409
 663
 
 
 409
 663
 1,072
 (74) 2015 05/14/15 14 to 40 Years
Dollar GeneralDrexel, MO (d) 184
 727
 
 
 184
 727
 911
 (78) 2015 05/14/15 14 to 40 Years
Dollar GeneralBentonia, MS (b) 227
 745
 
 
 227
 745
 972
 (71) 2014 06/22/15 13 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Grocery                      
 Abilene, TX (a) 1,586
 2,230
 
 
 1,586
 2,230
 3,816
 (549) 1979 03/27/13 6 to 20 Years
 Alto, TX (a) 204
 464
 
 
 204
 464
 668
 (87) 1996 03/31/14 7 to 20 Years
 Amarillo, TX (c) 3,559
 4,575
 
 
 3,559
 4,575
 8,134
 (1,245) 1999 05/23/05 14 to 40 Years
 Amarillo, TX (c) 1,828
 1,292
 
 
 1,828
 1,292
 3,120
 (482) 1988 05/23/05 9 to 30 Years
 Amarillo, TX (c) 1,573
 1,586
 
 
 1,573
 1,586
 3,159
 (589) 1989 05/23/05 9 to 30 Years
 Amarillo, TX (a) 1,574
 1,389
 
 
 1,574
 1,389
 2,963
 (516) 1989 05/23/05 9 to 30 Years
 Ashland, OH (c) 2,596
 8,200
 
 
 2,596
 8,200
 10,796
 (364) 2000 10/14/15 15 to 40 Years
 Atascadero, CA (c) 3,677
 8,920
 
 
 3,677
 8,920
 12,597
 (641) 2000 04/06/15 15 to 30 Years
 Bald Knob, AR (a) 328
 327
 
 
 328
 327
 655
 (102) 1971 03/31/14 1 to 15 Years
 Bethany, MO (c) 648
 379
 
 
 648
 379
 1,027
 (319) 1974 05/31/06 15 to 20 Years
 Blairsville, GA (c) 1,652
 3,102
 
 
 1,652
 3,102
 4,754
 (359) 2001 09/30/14 10 to 30 Years
 Boise, ID (b) 1,470
 2,280
 
 
 1,470
 2,280
 3,750
 (430) 1982 12/17/13 4 to 20 Years
 Buffalo, TX (a) 522
 987
 
 
 522
 987
 1,509
 (130) 1990 03/31/14 7 to 30 Years
 Burkburnett, TX (a) 2,030
 2,706
 
 
 2,030
 2,706
 4,736
 (781) 1997 05/23/05 11 to 40 Years
 Chattanooga, TN (c) 1,817
 5,281
 
 
 1,817
 5,281
 7,098
 (527) 1969 09/30/14 10 to 30 Years
 Childress, TX (c) 747
 934
 
 
 747
 934
 1,681
 (290) 1997 05/23/05 7 to 40 Years
 Chula Vista, CA (c) 3,801
 5,718
 
 
 3,801
 5,718
 9,519
 (405) 1986 03/20/15 15 to 30 Years
 Cleveland, TX (c) 465
 2,867
 
 
 465
 2,867
 3,332
 (1,568) 1991 12/01/05 15 to 20 Years
 Collierville, TN (c) 2,217
 14,205
 
 8
 2,217
 14,213
 16,430
 (1,669) 2002 07/17/13 3 to 45 Years
 Corrigan, TX (c) 395
 630
 
 
 395
 630
 1,025
 (399) 1971 12/01/05 15 to 20 Years
 Dallas, TX (c) 3,975
 
 
 
 3,975
 
 3,975
 
 (f) 07/17/13 (f)
 Dayton, TN (c) 1,122
 6,767
 
 
 1,122
 6,767
 7,889
 (514) 1999 09/30/14 10 to 40 Years
 Diboll, TX (c) 775
 872
 
 
 775
 872
 1,647
 (566) 1974 12/01/05 15 to 20 Years
 Dover, OH (c) 2,596
 8,087
 
 
 2,596
 8,087
 10,683
 (428) 1990 10/14/15 15 to 30 Years
 El Cajon, CA (c) 7,323
 10,056
 
 
 7,323
 10,056
 17,379
 (751) 1997 03/16/15 15 to 30 Years
 Eureka, CA (c) 3,108
 12,817
 
 
 3,108
 12,817
 15,925
 (1,380) 1960 07/17/13 3 to 40 Years
 Fort Smith, AR (a) 837
 1,831
 
 
 837
 1,831
 2,668
 (289) 1994 04/30/14 3 to 20 Years
 Groveton, TX (a) 264
 540
 
 
 264
 540
 804
 (79) 1996 03/31/14 7 to 30 Years
 Hallettsville, TX (c) 550
 1,545
 
 
 550
 1,545
 2,095
 (214) 2004 03/31/14 10 to 30 Years
 Hartsville, SC (c) 696
 5,402
 
 
 696
 5,402
 6,098
 (423) 1988 09/30/14 10 to 40 Years
 Indianapolis, IN (c) 1,640
 8,063
 
 
 1,640
 8,063
 9,703
 (1,026) 1999 07/17/13 7 to 33 Years
 LaGrange, GA (b) 972
 8,435
 
 
 972
 8,435
 9,407
 (1,345) 1998 07/17/13 4 to 25 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Lake Oswego, OR (c) 4,257
 5,891
 
 
 4,257
 5,891
 10,148
 (299) 1965 03/18/15 15 to 40 Years
 Lancaster, CA (b) 1,569
 4,271
 
 
 1,569
 4,271
 5,840
 (561) 1983 12/17/13 5 to 30 Years
 Las Cruces, NM (b) 1,132
 2,765
 
 
 1,132
 2,765
 3,897
 (375) 1983 12/17/13 5 to 30 Years
 Levelland, TX (c) 1,651
 2,158
 
 
 1,651
 2,158
 3,809
 (623) 1997 05/23/05 11 to 40 Years
 Lompoc, CA (c) 2,743
 8,316
 
 
 2,743
 8,316
 11,059
 (527) 1992 06/15/15 15 to 30 Years
 Lorena, TX (a) 657
 751
 
 
 657
 751
 1,408
 (132) 1999 03/31/14 7 to 20 Years
 Lubbock, TX (a) 1,782
 2,055
 
 
 1,782
 2,055
 3,837
 (593) 1997 05/23/05 11 to 40 Years
 Lufkin, TX (c) 1,178
 352
 
 
 1,178
 352
 1,530
 (300) 1977 12/01/05 15 to 20 Years
 McGregor, TX (a) 748
 795
 
 
 748
 795
 1,543
 (152) 1999 03/31/14 7 to 20 Years
 Medina, OH (c) 4,892
 10,983
 
 
 4,892
 10,983
 15,875
 (616) 1990 10/14/15 15 to 30 Years
 Midland, TX (b) 1,498
 3,096
 
 
 1,498
 3,096
 4,594
 (573) 1983 12/17/13 5 to 20 Years
 Missoula, MT (c) 2,510
 4,714
 
 
 2,510
 4,714
 7,224
 (346) 1999 03/11/15 15 to 30 Years
 Missoula, MT (c) 3,008
 5,168
 
 
 3,008
 5,168
 8,176
 (366) 2008 03/12/15 15 to 30 Years
 Muleshoe, TX (b) 471
 1,770
 
 
 471
 1,770
 2,241
 (328) 1999 08/29/11 15 to 40 Years
 Navasota, TX (c) 781
 1,499
 
 
 781
 1,499
 2,280
 (635) 1992 12/01/05 15 to 30 Years
 Omaha, NE (b) 2,198
 3,328
 
 
 2,198
 3,328
 5,526
 (683) 1982 12/17/13 4 to 20 Years
 Palmdale, CA (c) 3,850
 9,803
 
 
 3,850
 9,803
 13,653
 (569) 2005 03/23/15 15 to 40 Years
 Perryton, TX (a) 1,029
 597
 
 
 1,029
 597
 1,626
 (212) 1997 05/23/05 7 to 40 Years
 Plainview, TX (c) 620
 5,415
 
 
 620
 5,415
 6,035
 (1,352) 2000 08/25/05 14 to 40 Years
 Port Angeles, WA (c) 2,227
 7,361
 
 
 2,227
 7,361
 9,588
 (549) 1995 02/17/15 15 to 30 Years
 Rogers, AR (a) 1,028
 1,685
 
 
 1,028
 1,685
 2,713
 (257) 1994 03/31/14 6 to 20 Years
 Silverdale, WA (c) 3,302
 5,948
 
 
 3,302
 5,948
 9,250
 (354) 1999 03/06/15 15 to 40 Years
 Snyder, TX (c) 2,062
 2,963
 
 
 2,062
 2,963
 5,025
 (809) 1999 05/23/05 14 to 40 Years
 St. Paul, MN (a) 1,262
 1,016
 
 
 1,262
 1,016
 2,278
 (118) 1980 03/31/14 15 to 30 Years
 Tigard, OR (c) 5,515
 4,279
 
 
 5,515
 4,279
 9,794
 (307) 1998 04/01/15 15 to 30 Years
 Timpson, TX (c) 253
 312
 
 
 253
 312
 565
 (217) 1978 12/01/05 15 to 20 Years
 Vernon, TX (a) 1,791
 2,550
 
 
 1,791
 2,550
 4,341
 (736) 1997 05/23/05 11 to 40 Years
 Wadsworth, OH��(c) 2,197
 9,285
 
 
 2,197
 9,285
 11,482
 (453) 1985 10/14/15 15 to 30 Years
 Walla Walla, WA (c) 1,964
 8,420
 
 
 1,964
 8,420
 10,384
 (466) 1972 03/02/15 15 to 40 Years
 Westlake Village, CA (c) 6,449
 6,129
 
 
 6,449
 6,129
 12,578
 (407) 1998 04/20/15 15 to 30 Years
 Wichita Falls, TX (c) 
 6,259
 
 
 
 6,259
 6,259
 (3,116) 1997 05/23/05 13 to 20 Years
 Wooster, OH (c) 3,694
 8,087
 
 
 3,694
 8,087
 11,781
 (437) 1980 10/14/15 15 to 30 Years
Dollar GeneralLaurel, MS (a) 431
 705
 
 
 431
 705
 1,136
 (80) 2012 06/22/15 11 to 40 Years
Dollar GeneralMaben, MS (d) 263
 734
 
 
 263
 734
 997
 (73) 2014 09/24/15 13 to 40 Years
Dollar TreeAlliance, OH (d) 556
 1,317
 (423) (810) 133
 507
 640
 (19) 1996 07/17/13 0 to 27 Years
DOW EmergencyLivingston, TX (d) 1,505
 7,616
 
 1,032
 1,505
 8,648
 10,153
 (381) 2014 03/30/16 16 to 40 Years
Drive TimeIndependence, MO (d) 1,058
 1,297
 
 
 1,058
 1,297
 2,355
 (475) 1968 11/25/14 4 to 15 Years
Drive TimeGladstone, MO (d) 1,100
 774
 
 
 1,100
 774
 1,874
 (141) 2005 03/11/15 4 to 40 Years
Eddie Merlot'sBurr Ridge, IL (a) 759
 977
 16
 1,584
 775
 2,561
 3,336
 (1,186) 1997 06/25/04 15 to 30 Years
Eddie Merlot'sFort Wayne, IN (a) 989
 2,057
 
 
 989
 2,057
 3,046
 (820) 2001 11/10/05 15 to 30 Years
Eddie Merlot'sIndianapolis, IN (a) 1,971
 2,295
 
 
 1,971
 2,295
 4,266
 (714) 2003 11/10/05 15 to 40 Years
El ChicoSherman, TX (a) 1,013
 1,286
 (415) (542) 598
 744
 1,342
 (782) 1994 02/26/07 14 to 30 Years
El ChicoMuskogee, OK (a) 968
 1,259
 (448) (568) 520
 691
 1,211
 (709) 1984 02/26/07 14 to 30 Years
El ChicoArdmore, OK (a) 1,332
 1,466
 (704) (677) 628
 789
 1,417
 (747) 1986 02/26/07 14 to 30 Years
El ChicoArlington, TX (a) 1,301
 1,032
 
 
 1,301
 1,032
 2,333
 (794) 1978 02/26/07 14 to 20 Years
El ChicoLittle Rock, AR (a) 699
 1,700
 (344) (592) 355
 1,108
 1,463
 (952) 1972 02/26/07 14 to 20 Years
Emagine TheatersLakeville, MN (d) 2,843
 2,843
 (419) 3,070
 2,424
 5,913
 8,337
 (310) 1998 07/29/16 7 to 30 Years
Drug Stores / Pharmacies                      
 Albany, GA (c) 961
 3,314
 
 
 961
 3,314
 4,275
 (342) 2008 7/17/2013 12 to 43 Years
 Alliance, OH (c) 556
 1,317
 
 
 556
 1,317
 1,873
 (274) 1996 7/17/2013 3 to 31 Years
 Alpharetta, GA (b) 968
 2,614
 
 
 968
 2,614
 3,582
 (300) 1998 7/17/2013 5 to 40 Years
 Amarillo, TX (c) 916
 2,747
 
 
 916
 2,747
 3,663
 (275) 1994 7/17/2013 20 to 20 Years
Emagine TheatersRogers, MN (d) 2,337
 2,384
 
 1,983
 2,337
 4,367
 6,704
 (285) 2006 07/29/16 5 to 30 Years
Emagine TheatersWhite Bear Township, MN (d) 2,773
 5,476
 
 107
 2,773
 5,583
 8,356
 (521) 1995 07/29/16 5 to 20 Years
Emagine TheatersMonticello, MN (d) 1,161
 3,155
 
 
 1,161
 3,155
 4,316
 (272) 2004 07/29/16 7 to 30 Years
Emagine TheatersPlymouth, MN (d) 2,516
 4,089
 
 2,450
 2,516
 6,539
 9,055
 (306) 1988 07/29/16 4 to 30 Years
Emagine TheatersWaconia, MN (d) 249
 1,464
 
 
 249
 1,464
 1,713
 (106) 1989 07/29/16 6 to 20 Years
Emagine TheatersEast Bethel, MN (d) 545
 1,768
 
 
 545
 1,768
 2,313
 (191) 1990 07/29/16 5 to 20 Years
Emagine TheatersDelano, MN (d) 397
 1,052
 
 
 397
 1,052
 1,449
 (122) 1984 07/29/16 3 to 20 Years
Emerus Urgent CareSchertz, TX (a) 2,596
 9,944
 
 
 2,596
 9,944
 12,540
 (1,067) 2013 05/16/14 13 to 40 Years
Excellence ERGarland, TX (d) 1,256
 4,516
 
 
 1,256
 4,516
 5,772
 (203) 2016 03/30/16 17 to 50 Years
Excellence ERHarlingen, TX (d) 1,734
 520
 
 5,616
 1,734
 6,136
 7,870
 (122) 2016 12/01/16 49 to 50 Years
Express Oil ChangeBirmingham, AL (a) 417
 1,237
 
 
 417
 1,237
 1,654
 (322) 1970 12/22/06 40 to 40 Years
Express Oil ChangeBirmingham, AL (a) 300
 839
 
 
 300
 839
 1,139
 (175) 1998 12/22/06 50 to 50 Years
Express Oil ChangeAlabaster, AL (a) 631
 1,010
 
 
 631
 1,010
 1,641
 (263) 1995 12/22/06 40 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Atlanta, GA (b) 1,316
 2,266
 
 
 1,316
 2,266
 3,582
 (277) 2006 7/17/2013 14 to 42 Years
 Austin, MN (c) 485
 3,606
 
 
 485
 3,606
 4,091
 (369) 2004 7/17/2013 11 to 42 Years
 Azle, TX (b) 1,213
 3,504
 
 
 1,213
 3,504
 4,717
 (340) 2008 7/17/2013 15 to 43 Years
 Batesville, MS (b) 421
 3,932
 
 
 421
 3,932
 4,353
 (371) 2007 7/17/2013 10 to 42 Years
 Brentwood, TN (c) 2,933
 2,584
 
 
 2,933
 2,584
 5,517
 (507) 2006 7/17/2013 11 to 38 Years
 Bridgetown, OH (c) 1,015
 3,769
 
 
 1,015
 3,769
 4,784
 (389) 1999 7/17/2013 5 to 43 Years
 Bryan, TX (c) 1,049
 5,633
 
 
 1,049
 5,633
 6,682
 (544) 2001 7/17/2013 6 to 40 Years
 Buffalo, NY (a) 681
 925
 
 
 681
 925
 1,606
 (260) 1993 7/1/2005 19 to 40 Years
 Canton, IL (c) 703
 4,098
 
 
 703
 4,098
 4,801
 (414) 2006 7/17/2013 12 to 43 Years
 Carrolton, TX (c) 945
 1,967
 
 
 945
 1,967
 2,912
 (219) 1995 7/17/2013 1 to 39 Years
 Cincinnati, OH (b) 1,527
 4,307
 
 
 1,527
 4,307
 5,834
 (442) 2000 7/17/2013 7 to 42 Years
 Cleveland, OH (c) 776
 1,158
 
 
 776
 1,158
 1,934
 (185) 1998 7/17/2013 5 to 30 Years
 Clinton, NY (c) 1,050
 2,090
 
 
 1,050
 2,090
 3,140
 (269) 2005 7/17/2013 11 to 42 Years
 Columbia, MO (b) 1,047
 5,242
 
 
 1,047
 5,242
 6,289
 (466) 2002 7/17/2013 9 to 44 Years
 Columbia, TN (c) 842
 1,864
 
 
 842
 1,864
 2,706
 (235) 1997 7/17/2013 4 to 37 Years
 Columbia, TN (c) 1,109
 1,683
 
 
 1,109
 1,683
 2,792
 (220) 1997 7/17/2013 4 to 41 Years
 Columbus, MS (b) 769
 3,475
 
 
 769
 3,475
 4,244
 (343) 2004 7/17/2013 11 to 41 Years
 Crossville, TN (b) 1,890
 3,680
 
 
 1,890
 3,680
 5,570
 (385) 2001 7/17/2013 7 to 41 Years
 Dallas, TX (c) 735
 3,328
 
 
 735
 3,328
 4,063
 (342) 1996 7/17/2013 3 to 40 Years
 Defiance, OH (c) 645
 2,452
 
 
 645
 2,452
 3,097
 (315) 2005 7/17/2013 11 to 38 Years
 DeSoto, TX (b) 1,007
 2,313
 
 
 1,007
 2,313
 3,320
 (280) 1997 7/17/2013 5 to 40 Years
 Easton, PA (c) 1,028
 3,996
 
 
 1,028
 3,996
 5,024
 (449) 2006 7/17/2013 12 to 41 Years
 Elmira, NY (c) 1,066
 4,230
 
 
 1,066
 4,230
 5,296
 (435) 2007 7/17/2013 12 to 43 Years
 Enterprise, AL (c) 1,163
 1,612
 
 
 1,163
 1,612
 2,775
 (238) 2006 7/17/2013 11 to 37 Years
 Evansville, IN (b) 1,249
 3,924
 
 
 1,249
 3,924
 5,173
 (409) 2007 7/17/2013 12 to 44 Years
 Florence, SC (b) 744
 2,070
 
 
 744
 2,070
 2,814
 (237) 1998 7/17/2013 5 to 39 Years
 Fort Worth, TX (b) 1,601
 1,894
 
 
 1,601
 1,894
 3,495
 (246) 1999 7/17/2013 6 to 39 Years
 Fredericksburg, VA (c) 1,426
 2,077
 
 
 1,426
 2,077
 3,503
 (280) 2006 7/17/2013 14 to 37 Years
 Fremont, OH (c) 504
 1,405
 
 
 504
 1,405
 1,909
 (218) 1998 7/17/2013 4 to 31 Years
 Gainesville, FL (c) 922
 2,705
 
 
 922
 2,705
 3,627
 (295) 1998 7/17/2013 4 to 40 Years
 Glassport, PA (c) 550
 2,471
 
 
 550
 2,471
 3,021
 (325) 2006 7/17/2013 11 to 37 Years
 Glenville Scotia, NY (c) 1,314
 3,964
 
 
 1,314
 3,964
 5,278
 (431) 2006 7/17/2013 12 to 43 Years
 Gulfport, MS (c) 441
 4,208
 
 
 441
 4,208
 4,649
 (417) 2000 7/17/2013 12 to 40 Years
 Hamilton, OH (c) 738
 2,429
 
 
 738
 2,429
 3,167
 (288) 1998 7/17/2013 5 to 39 Years
 Harriman, TN (c) 1,951
 3,250
 
 
 1,951
 3,250
 5,201
 (368) 2007 7/17/2013 12 to 43 Years
 Houston, TX (c) 1,079
 3,582
 
 
 1,079
 3,582
 4,661
 (360) 2001 7/17/2013 6 to 40 Years
 Indianapolis, IN (b) 860
 2,754
 
 
 860
 2,754
 3,614
 (328) 1998 7/17/2013 10 to 40 Years
 Indianapolis, IN (b) 733
 2,882
 
 
 733
 2,882
 3,615
 (333) 1997 7/17/2013 10 to 38 Years
 Jacksonville, FL (b) 521
 4,365
 
 
 521
 4,365
 4,886
 (434) 2000 7/17/2013 7 to 40 Years
Express Oil ChangeBirmingham, AL (a) 607
 1,379
 
 
 607
 1,379
 1,986
 (359) 1988 12/22/06 40 to 40 Years
Express Oil ChangeBessemer, AL (a) 358
 1,197
 
 
 358
 1,197
 1,555
 (312) 1988 12/22/06 40 to 40 Years
Express Oil ChangeBirmingham, AL (a) 343
 901
 
 
 343
 901
 1,244
 (235) 1989 12/22/06 40 to 40 Years
Express Oil ChangeGardendale, AL (a) 586
 1,274
 
 
 586
 1,274
 1,860
 (332) 1989 12/22/06 40 to 40 Years
Express Oil ChangeBirmingham, AL (a) 334
 1,119
 
 
 334
 1,119
 1,453
 (291) 1989 12/22/06 40 to 40 Years
Express Oil ChangeOxford, AL (a) 120
 1,224
 
 
 120
 1,224
 1,344
 (319) 1990 12/22/06 40 to 40 Years
Express Oil ChangeBirmingham, AL (a) 372
 1,073
 
 
 372
 1,073
 1,445
 (373) 1965 12/22/06 30 to 30 Years
Express Oil ChangeBirmingham, AL (a) 339
 858
 
 
 339
 858
 1,197
 (223) 1990 12/22/06 40 to 40 Years
Express Oil ChangeHuntsville, AL (a) 195
 1,649
 
 
 195
 1,649
 1,844
 (429) 1993 12/22/06 40 to 40 Years
Express Oil ChangeAuburn, AL (a) 354
 1,182
 30
 78
 384
 1,260
 1,644
 (456) 1987 12/22/06 15 to 30 Years
Express Oil ChangeHuntsville, AL (a) 295
 893
 
 
 295
 893
 1,188
 (233) 1994 12/22/06 40 to 40 Years
Express Oil ChangeMadison, AL (a) 359
 1,505
 40
 456
 399
 1,961
 2,360
 (418) 1995 12/22/06 15 to 40 Years
Express Oil ChangeMadison, AL (a) 211
 1,401
 
 
 211
 1,401
 1,612
 (365) 1997 12/22/06 40 to 40 Years
Express Oil ChangeHuntsville, AL (a) 374
 1,295
 
 109
 374
 1,404
 1,778
 (384) 1997 12/22/06 19 to 40 Years
Express Oil ChangeHuntsville, AL (a) 252
 917
 
 
 252
 917
 1,169
 (318) 1965 12/22/06 30 to 30 Years
Express Oil ChangeDecatur, AL (a) 187
 1,174
 
 98
 187
 1,272
 1,459
 (286) 2000 12/22/06 19 to 50 Years
Express Oil ChangeFlorence, AL (a) 130
 1,128
 
 
 130
 1,128
 1,258
 (235) 1999 12/22/06 50 to 50 Years
Express Oil ChangeHuntsville, AL (a) 184
 1,037
 
 
 184
 1,037
 1,221
 (216) 2001 12/22/06 50 to 50 Years
Express Oil ChangeDecatur, AL (a) 84
 803
 
 
 84
 803
 887
 (167) 2001 12/22/06 50 to 50 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Kansas City, MO (c) 634
 4,341
 
 
 634
 4,341
 4,975
 (442) 1997 7/17/2013 4 to 43 Years
 Kansas City, MO (c) 532
 3,549
 
 
 532
 3,549
 4,081
 (398) 1998 7/17/2013 4 to 39 Years
 Kansas City, MO (c) 862
 4,367
 
 
 862
 4,367
 5,229
 (441) 2000 7/17/2013 6 to 42 Years
 Kansas City, MO (c) 518
 4,234
 
 
 518
 4,234
 4,752
 (429) 1999 7/17/2013 6 to 43 Years
 Kissimmee, FL (c) 1,508
 2,153
 
 
 1,508
 2,153
 3,661
 (284) 1995 7/17/2013 2 to 40 Years
 Knoxville, TN (c) 2,107
 3,334
 
 
 2,107
 3,334
 5,441
 (390) 2000 7/17/2013 6 to 40 Years
 Lake Worth, TX (c) 1,044
 1,817
 
 
 1,044
 1,817
 2,861
 (282) 1996 7/17/2013 2 to 30 Years
 LaMarque, TX (b) 464
 3,139
 
 
 464
 3,139
 3,603
 (361) 2000 7/17/2013 7 to 40 Years
 Lansing, MI (c) 196
 1,487
 
 
 196
 1,487
 1,683
 (198) 1996 7/17/2013 3 to 31 Years
 Lima, OH (b) 568
 3,221
 
 
 568
 3,221
 3,789
 (350) 2005 7/17/2013 12 to 43 Years
 Lincoln, IL (b) 444
 3,043
 
 
 444
 3,043
 3,487
 (334) 2007 7/17/2013 11 to 43 Years
 Lincolnton, NC (c) 548
 1,537
 
 
 548
 1,537
 2,085
 (202) 1998 7/17/2013 4 to 37 Years
 Madeira, OH (c) 951
 3,978
 
 
 951
 3,978
 4,929
 (391) 1998 7/17/2013 5 to 44 Years
 Madison, MS (c) 745
 3,323
 
 
 745
 3,323
 4,068
 (358) 2004 7/17/2013 11 to 40 Years
 Maynard, MA (c) 1,683
 3,984
 
 
 1,683
 3,984
 5,667
 (383) 2004 7/17/2013 14 to 42 Years
 Mechanicville, NY (c) 654
 3,120
 
 
 654
 3,120
 3,774
 (340) 1997 7/17/2013 4 to 38 Years
 Memphis, TN (c) 961
 5,389
 
 
 961
 5,389
 6,350
 (510) 2002 7/17/2013 12 to 43 Years
 Mobile, AL (c) 586
 4,389
 
 
 586
 4,389
 4,975
 (389) 2007 7/17/2013 13 to 44 Years
 Moundsville, WV (a) 706
 1,002
 
 
 706
 1,002
 1,708
 (286) 1993 7/1/2005 19 to 40 Years
 Mount Pleasant, TX (c) 1,192
 4,578
 
 
 1,192
 4,578
 5,770
 (485) 2009 7/17/2013 14 to 43 Years
 Myrtle Beach, SC (c) 828
 4,024
 
 
 828
 4,024
 4,852
 (414) 2004 7/17/2013 12 to 42 Years
 New Cumberland, PA (b) 794
 2,663
 
 
 794
 2,663
 3,457
 (291) 2007 7/17/2013 12 to 43 Years
 Newton, IA (b) 365
 4,475
 
 
 365
 4,475
 4,840
 (428) 2001 7/17/2013 7 to 44 Years
 Norwich, CT (c) 627
 4,767
 
 27
 627
 4,794
 5,421
 (96) 1975 6/30/2016 4 to 30 Years
 Okeechobee, FL (c) 674
 5,088
 
 
 674
 5,088
 5,762
 (661) 2001 7/17/2013 9 to 30 Years
 Olivette, MO (b) 1,816
 5,917
 
 
 1,816
 5,917
 7,733
 (625) 2001 7/17/2013 11 to 42 Years
 Oneida, NY (a) 1,315
 1,411
 
 
 1,315
 1,411
 2,726
 (401) 1999 7/1/2005 19 to 40 Years
 Oneida, TN (c) 1,866
 3,334
 
 
 1,866
 3,334
 5,200
 (369) 2007 7/17/2013 13 to 43 Years
 Onley, VA (c) 2,530
 2,296
 
 
 2,530
 2,296
 4,826
 (310) 2007 7/17/2013 12 to 43 Years
 Orlando, FL (c) 781
 3,799
 
 
 781
 3,799
 4,580
 (500) 2005 7/17/2013 10 to 30 Years
 Parkville, MO (c) 1,854
 2,568
 
 
 1,854
 2,568
 4,422
 (341) 2006 7/17/2013 11 to 38 Years
 Philadelphia, PA (a) 733
 1,087
 
 
 733
 1,087
 1,820
 (305) 1993 7/1/2005 19 to 40 Years
 Philadelphia, PA (a) 1,613
 1,880
 
 
 1,613
 1,880
 3,493
 (519) 1999 7/1/2005 19 to 40 Years
 Plains, PA (c) 1,502
 2,611
 
 
 1,502
 2,611
 4,113
 (345) 2006 7/17/2013 12 to 37 Years
 Portsmouth, OH (c) 354
 1,953
 
 
 354
 1,953
 2,307
 (217) 1997 7/17/2013 5 to 38 Years
 Portsmouth, OH (b) 219
 2,049
 
 
 219
 2,049
 2,268
 (206) 1997 7/17/2013 4 to 38 Years
 Richardson, TX (b) 803
 2,575
 
 
 803
 2,575
 3,378
 (272) 1996 7/17/2013 3 to 40 Years
Express Oil ChangePinson, AL (a) 320
 916
 
 
 320
 916
 1,236
 (191) 2001 12/22/06 50 to 50 Years
Family Dollar StoresTexarkana, AR (a) 303
 201
 
 
 303
 201
 504
 (59) 1988 03/31/14 4 to 20 Years
Family Dollar StoresMesa, AZ (d) 734
 2
 102
 630
 836
 632
 1,468
 (62) 1955 11/13/14 10 to 50 Years
Family Dollar StoresKincheloe, MI (d) 317
 626
 
 
 317
 626
 943
 (84) 2014 03/20/15 14 to 40 Years
Family Dollar StoresMansfield, OH (d) 288
 825
 
 
 288
 825
 1,113
 (83) 2014 04/28/15 9 to 40 Years
Family Dollar StoresDes Moines, IA (d) 354
 807
 
 
 354
 807
 1,161
 (95) 2014 03/20/15 8 to 40 Years
Family Dollar StoresOtter Tail, MN (d) 338
 791
 
 
 338
 791
 1,129
 (82) 2014 03/20/15 14 to 40 Years
Family Dollar StoresEvart, MI (d) 306
 703
 
 
 306
 703
 1,009
 (80) 2014 03/20/15 14 to 40 Years
Family Dollar StoresAnderson, IN (d) 359
 781
 
 
 359
 781
 1,140
 (86) 2015 03/20/15 14 to 40 Years
Family Dollar StoresBulls Gap, TN (d) 466
 762
 
 
 466
 762
 1,228
 (86) 2014 03/20/15 14 to 40 Years
Family Dollar StoresDuluth, MN (d) 422
 869
 
 
 422
 869
 1,291
 (94) 2015 05/12/15 9 to 40 Years
Family Fare SupermarketOmaha, NE (d) 2,198
 3,328
 
 
 2,198
 3,328
 5,526
 (909) 1982 12/17/13 4 to 20 Years
Family Medical CentersJacksonville, FL (d) 815
 1,606
 
 
 815
 1,606
 2,421
 (241) 1977 08/18/14 6 to 30 Years
Family Medical CentersMiddleburg, FL (d) 521
 2,589
 
 65
 521
 2,654
 3,175
 (396) 1988 08/18/14 7 to 30 Years
Famous Dave'sMaple Grove, MN (a) 1,852
 1,096
 
 
 1,852
 1,096
 2,948
 (620) 1997 09/24/04 15 to 30 Years
Famous Dave'sApple Valley, MN (a) 1,119
 1,055
 
 
 1,119
 1,055
 2,174
 (518) 1999 09/24/04 15 to 30 Years
Faurecia Interior SystemsAuburn Hills, MI (d) 3,542
 6,597
 169
 
 3,711
 6,597
 10,308
 (1,730) 1995 07/17/13 8 to 38 Years
Fazoli'sLees Summit, MO (a) 590
 69
 55
 (69) 645
 
 645
 
 (f) 09/23/05 (f)
Fazoli'sRochester, MN (a) 561
 83
 66
 (83) 627
 
 627
 
 (f) 09/23/05 (f)
Fazoli'sFort Wayne, IN (a) 660
 204
 
 
 660
 204
 864
 (305) 1982 09/23/05 10 to 15 Years
Fazoli'sBlue Springs, MO (d) 688
 119
 101
 (119) 789
 
 789
 
 (f) 08/27/09 (f)
FedExPeoria, IL (d) 953
 1,917
 
 12
 953
 1,929
 2,882
 (514) 1996 07/17/13 3 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Richland Hills, TX (b) 997
 2,951
 
 
 997
 2,951
 3,948
 (317) 1997 7/17/2013 4 to 40 Years
 Richmond Hills, GA (c) 688
 4,081
 
 
 688
 4,081
 4,769
 (406) 2009 7/17/2013 13 to 44 Years
 River Oaks, TX (b) 829
 2,871
 
 
 829
 2,871
 3,700
 (331) 1996 7/17/2013 3 to 40 Years
 Rome, NY (c) 1,135
 3,104
 
 
 1,135
 3,104
 4,239
 (321) 2007 7/17/2013 13 to 43 Years
 Saco, ME (c) 898
 1,702
 
 
 898
 1,702
 2,600
 (297) 1997 7/17/2013 3 to 29 Years
 Saginaw, MI (a) 1,064
 3,906
 
 
 1,064
 3,906
 4,970
 (407) 2000 7/17/2013 7 to 41 Years
 San Antonio, TX (c) 841
 3,909
 
 
 841
 3,909
 4,750
 (382) 2004 7/17/2013 14 to 40 Years
 Seattle, WA (b) 2,589
 4,245
 
 
 2,589
 4,245
 6,834
 (432) 2002 7/17/2013 9 to 43 Years
 Shreveport, LA (c) 1,461
 3,605
 
 
 1,461
 3,605
 5,066
 (400) 1999 7/17/2013 6 to 40 Years
 Spartanburg, SC (b) 1,196
 1,671
 
 
 1,196
 1,671
 2,867
 (232) 1999 7/17/2013 5 to 34 Years
 St. Augustine, FL (c) 1,048
 2,905
 
 
 1,048
 2,905
 3,953
 (317) 2008 7/17/2013 11 to 42 Years
 St. Clair Shores, MI (a) 1,169
 761
 
 
 1,169
 761
 1,930
 (288) 1991 5/2/2005 15 to 30 Years
 The Colony, TX (c) 1,028
 1,769
 
 
 1,028
 1,769
 2,797
 (202) 1996 7/17/2013 1 to 40 Years
 Topeka, KS (c) 912
 2,681
 
 
 912
 2,681
 3,593
 (327) 1999 7/17/2013 6 to 38 Years
 Tulsa, OK (c) 741
 3,179
 
 
 741
 3,179
 3,920
 (339) 1994 7/17/2013 1 to 35 Years
 Uhrichsville, OH (a) 617
 2,345
 
 
 617
 2,345
 2,962
 (618) 2000 7/1/2005 19 to 40 Years
 Waco, TX (c) 858
 3,455
 
 
 858
 3,455
 4,313
 (401) 1998 7/17/2013 5 to 35 Years
 Wauseon, OH (c) 1,000
 2,034
 
 
 1,000
 2,034
 3,034
 (280) 2005 7/17/2013 12 to 37 Years
 Waynesville, NC (c) 1,495
 2,365
 
 
 1,495
 2,365
 3,860
 (269) 2005 7/17/2013 12 to 42 Years
 Wichita Falls, TX (c) 503
 2,530
 
 
 503
 2,530
 3,033
 (284) 1995 7/17/2013 2 to 40 Years
 Wichita Falls, TX (c) 528
 2,022
 
 
 528
 2,022
 2,550
 (219) 1995 7/17/2013 1 to 40 Years
FedExWalker, MI (c) 2,287
 4,469
 (1,369) (2,527) 918
 1,942
 2,860
 (154) 2001 07/17/13 4 to 30 Years
FedExHuntsville, AL (c) 5,115
 6,701
 
 
 5,115
 6,701
 11,816
 (2,052) 2008 07/17/13 10 to 38 Years
FedExBaton Rouge, LA (c) 2,898
 8,024
 
 
 2,898
 8,024
 10,922
 (1,368) 2008 07/17/13 9 to 43 Years
FedExOak Park, MI (d) 16,713
 19,718
 
 38
 16,713
 19,756
 36,469
 (511) 2016 06/26/17 14 to 40 Years
Ferguson EnterprisesShallotte, NC (c) 705
 1,794
 
 
 705
 1,794
 2,499
 (427) 2006 07/17/13 10 to 30 Years
Ferguson EnterprisesSalisbury, MD (d) 4,210
 6,613
 
 
 4,210
 6,613
 10,823
 (2,157) 2007 07/17/13 10 to 27 Years
Ferguson EnterprisesPowhatan, VA (d) 4,342
 2,963
 
 
 4,342
 2,963
 7,305
 (1,629) 2007 07/17/13 10 to 31 Years
Ferguson EnterprisesOcala, FL (d) 2,260
 4,709
 
 
 2,260
 4,709
 6,969
 (1,079) 2006 07/17/13 8 to 46 Years
Ferguson EnterprisesFront Royal, VA (c) 7,257
 35,711
 
 
 7,257
 35,711
 42,968
 (7,677) 2007 07/17/13 9 to 34 Years
Ferguson EnterprisesCohasset, MN (c) 334
 1,134
 
 
 334
 1,134
 1,468
 (305) 2007 07/17/13 10 to 26 Years
Ferguson EnterprisesAuburn, AL (c) 884
 1,530
 
 
 884
 1,530
 2,414
 (355) 2007 07/17/13 10 to 32 Years
Fitness EvolutionSacramento, CA (d) 1,236
 2,883
 
 
 1,236
 2,883
 4,119
 (372) 1990 09/29/15 15 to 20 Years
Flying J Travel PlazaSaint Augustine, FL (a) 9,556
 2,543
 
 
 9,556
 2,543
 12,099
 (3,114) 2005 07/01/05 13 to 40 Years
Flying J Travel PlazaSpiceland, IN (a) 9,649
 3,063
 
 
 9,649
 3,063
 12,712
 (3,901) 2005 07/01/05 13 to 40 Years
Flying J Travel PlazaCatlettsburg, KY (a) 9,344
 3,989
 
 
 9,344
 3,989
 13,333
 (4,476) 2001 07/01/05 13 to 40 Years
Flying Star CaféAlbuquerque, NM (a) 120
 1,336
 
 
 120
 1,336
 1,456
 (464) 1999 07/01/05 30 to 30 Years
Flying Star CaféAlbuquerque, NM (a) 1,036
 1,655
 
 
 1,036
 1,655
 2,691
 (812) 1994 07/01/05 15 to 30 Years
Focus Child Development CenterRiverdale, GA (a) 663
 1,336
 
 32
 663
 1,368
 2,031
 (80) 1998 06/29/16 10 to 40 Years
Focus Child Development CenterDalton, GA (a) 396
 1,396
 
 
 396
 1,396
 1,792
 (70) 1996 06/29/16 10 to 40 Years
Focus Child Development CenterRiverdale, GA (a) 436
 525
 
 
 436
 525
 961
 (32) 1965 06/29/16 10 to 40 Years
Food CityBlairsville, GA (d) 1,652
 3,102
 
 
 1,652
 3,102
 4,754
 (517) 2001 09/30/14 10 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Medical / Other Office                      
 Anderson, IN (a) 411
 1,673
 
 
 411
 1,673
 2,084
 (133) 1981 03/31/14 15 to 40 Years
 Bath, NY (c) 72
 707
 
 
 72
 707
 779
 (45) 1970 04/30/15 15 to 30 Years
 Beaumont, TX (a) 438
 1,976
 
 
 438
 1,976
 2,414
 (222) 1985 03/31/14 15 to 30 Years
 Beavercreek, OH (c) 559
 1,420
 
 
 559
 1,420
 1,979
 (152) 1985 08/18/14 7 to 40 Years
 Belleville, IL (a) 140
 431
 
 
 140
 431
 571
 (67) 1979 03/31/14 15 to 20 Years
 Bellevue, NE (a) 560
 446
 
 
 560
 446
 1,006
 (35) 2008 08/07/15 5 to 40 Years
 Binghamton, NY (c) 328
 2,214
 
 
 328
 2,214
 2,542
 (133) 1985 04/30/15 15 to 30 Years
 Bonita Springs, FL (a) 317
 1,619
 
 
 317
 1,619
 1,936
 (217) 2003 08/30/12 15 to 50 Years
 Bonita Springs, FL (a) 738
 4,022
 
 
 738
 4,022
 4,760
 (520) 2006 08/30/12 15 to 50 Years
 Bonita Springs, FL (a) 376
 940
 
 
 376
 940
 1,316
 (147) 2006 08/30/12 15 to 50 Years
 Brandon, FL (a) 110
 671
 
 
 110
 671
 781
 (63) 1999 03/31/14 15 to 30 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Brandon, MS (a) 200
 281
 
 
 200
 281
 481
 (42) 1986 03/31/14 15 to 30 Years
 Bullhead City, AZ (a) 147
 489
 
 
 147
 489
 636
 (49) 1970 09/30/13 15 to 50 Years
 Bullhead City, AZ (a) 57
 946
 
 
 57
 946
 1,003
 (69) 2005 04/08/14 15 to 40 Years
 Camp Hill, PA (a) 180
 581
 
 
 180
 581
 761
 (62) 1991 03/31/14 15 to 30 Years
 Camp Hill, PA (a) 140
 641
 
 
 140
 641
 781
 (66) 1990 03/31/14 15 to 30 Years
 Cape Coral, FL (a) 545
 1,716
 
 
 545
 1,716
 2,261
 (273) 2011 08/30/12 15 to 50 Years
 Cherry Hill, NJ (c) 4,078
 6,076
 
 
 4,078
 6,076
 10,154
 (29) 1998 11/23/16 13 to 30 Years
 Chicago, IL (a) 186
 1,780
 
 
 186
 1,780
 1,966
 (115) 2007 09/30/13 50 to 50 Years
 Clarksville, TN (a) 281
 531
 
 
 281
 531
 812
 (56) 1997 03/31/14 15 to 30 Years
 Clarksville, TN (a) 978
 2,718
 
 
 978
 2,718
 3,696
 (177) 2011 12/04/14 15 to 40 Years
 Clayton, GA (a) 70
 311
 
 
 70
 311
 381
 (36) 1963 03/31/14 15 to 30 Years
 Columbia, MO (a) 1,012
 7,054
 
 
 1,012
 7,054
 8,066
 (531) 2004 03/31/14 15 to 40 Years
 Columbia, SC (b) 3,378
 35,153
 
 
 3,378
 35,153
 38,531
 (2,780) 2003 12/31/13 15 to 40 Years
 Columbus, GA (a) 190
 531
 
 
 190
 531
 721
 (65) 1993 03/31/14 15 to 30 Years
 Corning, NY (c) 123
 1,261
 
 
 123
 1,261
 1,384
 (78) 1999 04/30/15 15 to 30 Years
 Crystal Lake, IL (a) 200
 631
 
 
 200
 631
 831
 (71) 2001 03/31/14 15 to 30 Years
 Dallas, TX (a) 1,633
 21,835
 
 2,019
 1,633
 23,854
 25,487
 (5,087) 2005 08/29/05 15 to 50 Years
 Dallas, TX (a) 1,915
 9,150
 
 
 1,915
 9,150
 11,065
 (1,393) 2006 03/28/13 11 to 50 Years
 Debary, FL (a) 100
 641
 
 
 100
 641
 741
 (66) 1989 03/31/14 15 to 30 Years
 Defiance, OH (a) 130
 491
 
 
 130
 491
 621
 (56) 1959 03/31/14 15 to 30 Years
 Devine, TX (a) 240
 481
 
 
 240
 481
 721
 (61) 2002 03/31/14 15 to 30 Years
 Dothan, AL (c) 695
 1,707
 
 
 695
 1,707
 2,402
 
 2012 12/21/16 1 to 40 Years
 Dunwoody, GA (c) 1,061
 4,556
 
 22
 1,061
 4,578
 5,639
 (37) 1988 10/27/16 2 to 40 Years
 East Alton, IL (a) 170
 80
 
 
 170
 80
 250
 (20) 1960 03/31/14 15 to 20 Years
 Eastman, GA (a) 130
 551
 
 
 130
 551
 681
 (65) 1988 03/31/14 15 to 30 Years
 El Paso, TX (a) 890
 3,555
 
 
 890
 3,555
 4,445
 (55) 2015 06/20/16 11 to 50 Years
 Elizabethton, TN (c) 482
 1,139
 
 
 482
 1,139
 1,621
 (138) 2008 08/18/14 6 to 30 Years
 Elkhart, IN (a) 90
 341
 
 
 90
 341
 431
 (35) 1969 03/31/14 15 to 30 Years
 Elmira, NY (c) 185
 3,902
 
 
 185
 3,902
 4,087
 (230) 1985 04/30/15 15 to 30 Years
 Endicott, NY (c) 92
 348
 
 
 92
 348
 440
 (27) 2001 04/30/15 15 to 30 Years
 Evansville, IN (a) 130
 391
 
 
 130
 391
 521
 (45) 1986 03/31/14 15 to 30 Years
 Fairlea, WV (c) 298
 1,280
 
 
 298
 1,280
 1,578
 (138) 2009 08/18/14 10 to 40 Years
 Franklin, TX (c) 159
 1,124
 
 29
 159
 1,153
 1,312
 (110) 2012 08/18/14 4 to 40 Years
 Ft. Myers, FL (a) 903
 6,445
 
 
 903
 6,445
 7,348
 (799) 1989 08/30/12 15 to 50 Years
 Ft. Wayne, IN (a) 150
 1,022
 
 
 150
 1,022
 1,172
 (81) 1965 03/31/14 15 to 40 Years
 Gahanna, OH (a) 411
 982
 
 
 411
 982
 1,393
 (112) 1998 03/31/14 15 to 40 Years
 Gainesville, FL (a) 180
 711
 
 
 180
 711
 891
 (69) 1941 03/31/14 15 to 30 Years
 Garland, TX (c) 1,256
 4,516
 
 
 1,256
 4,516
 5,772
 (87) 2016 03/30/16 50 to 50 Years
Food CityChattanooga, TN (d) 1,817
 5,281
 
 
 1,817
 5,281
 7,098
 (760) 1969 09/30/14 10 to 30 Years
Food CityDayton, TN (d) 1,122
 6,767
 
 
 1,122
 6,767
 7,889
 (740) 1999 09/30/14 10 to 40 Years
Fox and HoundRichmond, VA (d) 993
 922
 
 
 993
 922
 1,915
 (154) 2003 03/20/15 13 to 20 Years
Fox Rehabilitation ServicesCherry Hill, NJ (d) 4,078
 6,076
 
 
 4,078
 6,076
 10,154
 (362) 1998 11/23/16 9 to 30 Years
Fred's Super DollarCabot, AR (a) 132
 404
 
 
 132
 404
 536
 (157) 1970 03/31/14 1 to 15 Years
Fresenius Medical CareElizabethton, TN (d) 482
 1,139
 
 
 482
 1,139
 1,621
 (196) 2008 08/18/14 6 to 30 Years
Fresenius Medical CareFairlea, WV (d) 298
 1,280
 
 
 298
 1,280
 1,578
 (196) 2009 08/18/14 10 to 40 Years
FuddruckersMesa, AZ (a) 1,318
 234
 
 
 1,318
 234
 1,552
 (261) 1995 06/25/04 15 to 20 Years
FuddruckersHouston, TX (a) 1,098
 439
 
 
 1,098
 439
 1,537
 (382) 1995 06/25/04 15 to 40 Years
FuddruckersHouston, TX (a) 1,156
 352
 (22) 
 1,134
 352
 1,486
 (317) 1995 06/25/04 15 to 30 Years
FuddruckersGlendale, AZ (a) 1,236
 272
 
 
 1,236
 272
 1,508
 (270) 1995 06/25/04 15 to 20 Years
FuddruckersKingwood, TX (a) 936
 387
 
 (387) 936
 
 936
 (198) 1994 06/25/04 15 to 30 Years
Gardner SchoolNashville, TN (d) 2,461
 1,427
 
 
 2,461
 1,427
 3,888
 (140) 1976 03/27/15 15 to 40 Years
General MotorsCaldwell, TX (a) 1,775
 1,725
 
 
 1,775
 1,725
 3,500
 (1,061) 2000 04/29/11 11 to 36 Years
Georgia TheatreDanville, VA (d) 1,349
 6,406
 
 
 1,349
 6,406
 7,755
 (614) 2002 12/30/14 15 to 40 Years
Georgia TheatreHinesville, GA (d) 2,049
 5,216
 
 
 2,049
 5,216
 7,265
 (513) 2001 12/30/14 15 to 40 Years
Georgia TheatreValdosta, GA (d) 3,038
 13,801
 
 
 3,038
 13,801
 16,839
 (1,225) 2001 12/30/14 15 to 40 Years
Georgia TheatreWarner Robins, GA (d) 2,598
 8,324
 
 
 2,598
 8,324
 10,922
 (796) 2010 12/30/14 15 to 40 Years
Gerber Collision & GlassClayton, NC (a) 684
 1,254
 
 
 684
 1,254
 1,938
 (200) 2001 03/31/14 7 to 30 Years
Gerber Collision & GlassGreensboro, NC (a) 721
 1,179
 
 
 721
 1,179
 1,900
 (208) 2002 03/31/14 7 to 30 Years
Golden ChickWeatherford, TX (d) 260
 886
 
 21
 260
 907
 1,167
 (55) 2015 07/28/16 18 to 30 Years
Golden CorralFort Smith, AR (a) 1,503
 1,323
 
 
 1,503
 1,323
 2,826
 (967) 1993 09/23/05 15 to 20 Years
Golden CorralBranson, MO (a) 1,497
 1,684
 
 
 1,497
 1,684
 3,181
 (888) 1994 09/23/05 15 to 30 Years
Golden CorralSpringfield, MO (a) 1,655
 1,467
 
 
 1,655
 1,467
 3,122
 (855) 1993 09/23/05 15 to 30 Years
Golden CorralNorth Little Rock, AR (a) 1,398
 1,289
 
 
 1,398
 1,289
 2,687
 (884) 1993 09/23/05 15 to 20 Years

Golden CorralAlbuquerque, NM (b) 1,473
 2,947
 
 
 1,473
 2,947
 4,420
 (737) 2011 07/17/13 10 to 33 Years
Golden CorralGallipolis, OH (a) 375
 1,295
 
 
 375
 1,295
 1,670
 (233) 1996 10/25/13 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Germantown, TN (a) 91
 171
 
 
 91
 171
 262
 (14) 1984 04/08/14 15 to 40 Years
 Glendale, AZ (a) 371
 491
 
 
 371
 491
 862
 (52) 1988 03/31/14 15 to 30 Years
 Grayson, KY (c) 658
 3,171
 
 
 658
 3,171
 3,829
 (279) 2013 08/18/14 9 to 40 Years
 Harlingen, TX (c) 1,734
 520
 
 
 1,734
 520
 2,254
 
 2016 12/01/16 20 to 40 Years
 Hartsville, SC (a) 90
 180
 
 
 90
 180
 270
 (18) 1973 03/31/14 15 to 40 Years
 Jacksonville, FL (a) 57
 365
 
 
 57
 365
 422
 (36) 1986 04/08/14 15 to 30 Years
 Jacksonville, FL (c) 815
 1,606
 
 
 815
 1,606
 2,421
 (169) 1977 08/18/14 6 to 30 Years
 Kennewick, WA (c) 353
 4,248
 
 
 353
 4,248
 4,601
 (104) 2011 03/31/16 13 to 40 Years
 Largo, FL (a) 150
 311
 
 
 150
 311
 461
 (32) 1962 03/31/14 15 to 30 Years
 Las Cruces, NM (c) 808
 6,045
 
 
 808
 6,045
 6,853
 (702) 2008 07/17/13 4 to 52 Years
 Las Vegas, NV (a) 430
 3,589
 
 
 430
 3,589
 4,019
 (265) 2002 09/30/13 15 to 50 Years
 Lewisville, TX (a) 1,766
 8,087
 
 
 1,766
 8,087
 9,853
 (669) 2002 03/31/14 8 to 40 Years
 Lincoln, NE (a) 711
 825
 
 
 711
 825
 1,536
 (52) 2010 08/07/15 8 to 40 Years
 Litchfield, IL (a) 210
 311
 
 
 210
 311
 521
 (54) 1962 03/31/14 15 to 20 Years
 Litchfield, IL (a) 110
 120
 
 
 110
 120
 230
 (18) 1962 03/31/14 15 to 20 Years
 Livingston, TX (c) 1,505
 7,616
 
 32
 1,505
 7,648
 9,153
 (164) 2014 03/30/16 40 to 40 Years
 Logansport, IN (a) 30
 421
 
 
 30
 421
 451
 (40) 1920 03/31/14 15 to 30 Years
 Longview, TX (a) 200
 601
 
 
 200
 601
 801
 (72) 2003 03/31/14 15 to 30 Years
 Marion, IN (a) 140
 321
 
 
 140
 321
 461
 (42) 1988 03/31/14 15 to 30 Years
 Marion, IN (a) 130
 421
 
 
 130
 421
 551
 (51) 1974 03/31/14 15 to 30 Years
 Maryville, IL (a) 301
 401
 
 
 301
 401
 702
 (51) 1995 03/31/14 15 to 30 Years
 Mechanicsburg, PA (a) 230
 1,032
 152
 
 382
 1,032
 1,414
 (107) 1990 03/31/14 15 to 30 Years
 Melbourne, FL (a) 321
 651
 
 
 321
 651
 972
 (65) 1987 03/31/14 15 to 30 Years
 Memphis, TN (a) 91
 490
 
 
 91
 490
 581
 (49) 1987 04/08/14 15 to 30 Years
 Mesa, AZ (a) 372
 1,398
 
 
 372
 1,398
 1,770
 (110) 2003 09/30/13 15 to 50 Years
 Middleburg, FL (c) 521
 2,589
 
 65
 521
 2,654
 3,175
 (277) 1988 08/18/14 7 to 30 Years
 Midland, TX (a) 3,074
 2,033
 
 
 3,074
 2,033
 5,107
 (42) 2015 06/20/16 11 to 50 Years
 Monroe, GA (a) 110
 631
 
 
 110
 631
 741
 (69) 2001 03/31/14 15 to 30 Years
 Monroe, MI (c) 728
 3,440
 
 
 728
 3,440
 4,168
 (404) 2002 08/18/14 9 to 30 Years
 Naples, FL (a) 1,351
 5,368
 
 
 1,351
 5,368
 6,719
 (663) 2002 08/30/12 15 to 50 Years
 Naples, FL (a) 1,829
 4,522
 
 
 1,829
 4,522
 6,351
 (668) 1978 08/30/12 15 to 40 Years
 Naples, FL (a) 1,057
 3,845
 
 
 1,057
 3,845
 4,902
 (489) 2012 10/31/12 15 to 50 Years
 New Port Richey, FL (a) 274
 1,162
 
 
 274
 1,162
 1,436
 (117) 2004 04/08/14 15 to 30 Years
 New Port Richey, FL (a) 456
 1,151
 
 
 456
 1,151
 1,607
 (131) 2004 04/08/14 15 to 30 Years
 North Myrtle Beach, SC (a) 581
 601
 
 
 581
 601
 1,182
 (84) 2004 03/31/14 15 to 30 Years
 Ocala, FL (a) 23
 547
 
 
 23
 547
 570
 (50) 1984 04/08/14 30 to 30 Years
 Oelwein, IA (c) 226
 681
 
 
 226
 681
 907
 (82) 1995 08/18/14 5 to 30 Years
Golden CorralColonial Heights, VA (a) 1,947
 500
 37
 1,463
 1,984
 1,963
 3,947
 (180) 1989 10/25/13 15 to 40 Years
Golden CorralLexington, NC (a) 910
 1,059
 
 
 910
 1,059
 1,969
 (224) 1998 10/25/13 15 to 30 Years
Golden CorralDanville, VA (a) 957
 2,813
 
 
 957
 2,813
 3,770
 (390) 2009 08/21/13 15 to 40 Years
Golden CorralRoanoke, VA (a) 1,362
 1,836
 
 
 1,362
 1,836
 3,198
 (311) 2000 08/21/13 15 to 30 Years
Golden CorralLynchburg, VA (a) 2,033
 2,013
 
 
 2,033
 2,013
 4,046
 (402) 2000 08/21/13 15 to 30 Years
Golden CorralDecatur, AL (b) 1,157
 1,725
 
 
 1,157
 1,725
 2,882
 (390) 2004 07/17/13 10 to 30 Years
Golden CorralFlorence, AL (b) 794
 1,742
 
 
 794
 1,742
 2,536
 (377) 1995 07/17/13 8 to 27 Years
Gold's GymO'Fallon, IL (d) 2,243
 5,002
 
 
 2,243
 5,002
 7,245
 (882) 2005 07/17/13 6 to 37 Years
Gold's GymO' Fallon, MO (d) 1,669
 6,054
 
 
 1,669
 6,054
 7,723
 (994) 2007 07/17/13 9 to 34 Years
Gold's GymSt. Peters, MO (d) 1,814
 5,810
 
 
 1,814
 5,810
 7,624
 (1,070) 2007 07/17/13 9 to 34 Years
Gold's GymClifton, CO (a) 1,280
 6,975
 
 
 1,280
 6,975
 8,255
 (641) 1983 06/30/15 15 to 30 Years
Gold's GymGrand Junction, CO (a) 1,825
 10,478
 
 
 1,825
 10,478
 12,303
 (653) 2007 11/05/15 15 to 40 Years
Gold's GymPawtucket, RI (a) 946
 3,093
 
 28
 946
 3,121
 4,067
 (230) 1980 06/28/16 5 to 30 Years
Goodrich Quality TheatersPortage, IN (a) 4,621
 8,300
 
 
 4,621
 8,300
 12,921
 (3,562) 2007 06/30/09 13 to 38 Years
Goodrich Quality TheatersBatavia, IL (a) 4,705
 7,561
 
 
 4,705
 7,561
 12,266
 (2,916) 1995 06/30/09 11 to 38 Years
Goodrich Quality TheatersNoblesville, IN (a) 1,760
 
 2,338
 10,172
 4,098
 10,172
 14,270
 (3,831) 2008 06/30/09 14 to 39 Years
Goodrich Quality TheatersSiginaw, MI (a) 2,538
 8,359
 
 
 2,538
 8,359
 10,897
 (1,044) 2013 12/02/13 15 to 50 Years
Goodrich Quality TheatersGibsonton, FL (d) 4,970
 4,014
 
 7,505
 4,970
 11,519
 16,489
 (388) 2016 11/05/15 13 to 50 Years
GordmansPeoria, IL (d) 2,407
 5,452
 (1,490) (3,404) 917
 2,048
 2,965
 (59) 2006 07/17/13 2 to 36 Years
Grand Sport RestaurantTulsa, OK (a) 983
 1,232
 (497) (573) 486
 659
 1,145
 (651) 1976 02/26/07 14 to 30 Years
H&E Equipment ServicesCorpus Christi, TX (d) 1,790
 1,267
 
 
 1,790
 1,267
 3,057
 (376) 2014 09/30/14 11 to 30 Years
Hajoca CorporationD'Iberville, MS (a) 250
 339
 
 
 250
 339
 589
 (218) 1984 05/01/05 15 to 20 Years
Hajoca CorporationAiken, SC (a) 108
 265
 
 
 108
 265
 373
 (154) 1985 05/01/05 15 to 20 Years
Hajoca CorporationStatesville, NC (a) 614
 355
 
 
 614
 355
 969
 (432) 1976 05/01/05 9 to 15 Years
Hajoca CorporationGreenville, SC (a) 344
 210
 
 
 344
 210
 554
 (272) 1981 05/01/05 9 to 15 Years
Hajoca CorporationWest Columbia, SC (a) 262
 598
 
 
 262
 598
 860
 (375) 1984 05/01/05 9 to 20 Years
Hajoca CorporationSebring, FL (a) 318
 291
 
 
 318
 291
 609
 (216) 1982 07/01/05 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Ogden, UT (c) 597
 2,331
 
 
 597
 2,331
 2,928
 (265) 1985 08/18/14 7 to 30 Years
 Okeechobee, FL (a) 190
 521
 
 
 190
 521
 711
 (53) 1990 03/31/14 15 to 30 Years
 Orange, TX (a) 389
 2,090
 
 
 389
 2,090
 2,479
 (36) 2015 06/20/16 10 to 50 Years
 Orlando, FL (a) 291
 230
 
 
 291
 230
 521
 (27) 1979 03/31/14 15 to 30 Years
 Osceola, IN (a) 291
 671
 
 
 291
 671
 962
 (79) 1996 03/31/14 15 to 40 Years
 Oxford, MS (a) 1,416
 4,451
 
 
 1,416
 4,451
 5,867
 (363) 2001 05/15/14 15 to 40 Years
 Pataskala, OH (a) 261
 782
 
 
 261
 782
 1,043
 (68) 1995 03/31/14 15 to 40 Years
 Phoenix, AZ (a) 352
 2,435
 
 
 352
 2,435
 2,787
 (171) 1973 09/30/13 15 to 50 Years
 Port Arthur, TX (a) 468
 2,057
 
 
 468
 2,057
 2,525
 (230) 1997 03/31/14 15 to 30 Years
 Raytown, MO (a) 80
 631
 
 
 80
 631
 711
 (67) 1989 03/31/14 15 to 30 Years
 Rio Rancho, NM (a) 301
 461
 
 
 301
 461
 762
 (55) 1992 03/31/14 15 to 30 Years
 Rogers, AR (a) 2,014
 2,313
 
 
 2,014
 2,313
 4,327
 (354) 1988 11/14/13 13 to 30 Years
 Round Rock, TX (c) 271
 728
 
 
 271
 728
 999
 (62) 1985 08/18/14 8 to 40 Years
 Sandy Springs, GA (a) 455
 1,147
 
 
 455
 1,147
 1,602
 (165) 1963 04/17/14 14 to 20 Years
 Schertz, TX (a) 2,596
 9,944
 
 
 2,596
 9,944
 12,540
 (770) 2013 05/16/14 13 to 40 Years
 Sherman, TX (a) 1,249
 4,713
 
 
 1,249
 4,713
 5,962
 (217) 2013 06/30/15 15 to 40 Years
 South Bend, IN (a) 341
 321
 
 
 341
 321
 662
 (57) 1955 03/31/14 15 to 20 Years
 Spartanburg, SC (a) 150
 401
 
 
 150
 401
 551
 (44) 1992 03/31/14 15 to 30 Years
 Springfield, IL (a) 451
 1,162
 
 
 451
 1,162
 1,613
 (132) 1992 03/31/14 15 to 30 Years
 Springfield, MO (a) 561
 631
 
 
 561
 631
 1,192
 (76) 1996 03/31/14 15 to 30 Years
 Springfield, MO (c) 2,025
 3,911
 
 
 2,025
 3,911
 5,936
 (459) 1990 09/23/14 7 to 30 Years
 St. John, MO (c) 1,733
 3,095
 91
 365
 1,824
 3,460
 5,284
 (600) 1996 07/17/13 1 to 43 Years
 Steubenville, OH (c) 363
 3,726
 
 
 363
 3,726
 4,089
 (264) 2009 08/18/14 14 to 40 Years
 Tyler, TX (a) 1,526
 2,374
 
 
 1,526
 2,374
 3,900
 (41) 2015 06/20/16 11 to 50 Years
 Vernon Hills, IL (a) 992
 5,020
 
 
 992
 5,020
 6,012
 (515) 1991 03/31/14 15 to 30 Years
 Vero Beach, FL (a) 220
 731
 
 
 220
 731
 951
 (74) 1974 03/31/14 15 to 30 Years
 Vicksburg, MS (a) 150
 351
 
 
 150
 351
 501
 (45) 1984 03/31/14 15 to 30 Years
 Waco, TX (a) 232
 1,510
 
 
 232
 1,510
 1,742
 (106) 1992 06/20/14 15 to 40 Years
 Warren, IN (c) 220
 278
 
 
 220
 278
 498
 (55) 2007 08/18/14 4 to 20 Years
 Watkins Glen, NY (c) 113
 318
 
 
 113
 318
 431
 (27) 2002 04/30/15 15 to 30 Years
 Waynesboro, PA (a) 100
 601
 
 
 100
 601
 701
 (49) 1957 03/31/14 15 to 40 Years
 Westfield, IN (a) 362
 751
 
 
 362
 751
 1,113
 (77) 1992 03/31/14 15 to 40 Years
 Wharton, TX (c) 192
 1,090
 
 
 192
 1,090
 1,282
 (96) 2009 08/18/14 15 to 40 Years
 Wittenberg, WI (a) 41
 210
 
 
 41
 210
 251
 (21) 1982 03/31/14 15 to 30 Years
 Wylie, TX (a) 210
 912
 
 
 210
 912
 1,122
 (96) 1986 03/31/14 15 to 30 Years
 York, PA (a) 100
 481
 
 
 100
 481
 581
 (50) 1984 03/31/14 15 to 30 Years
Hardee'sEast Ellijay, GA (a) 562
 354
 
 
 562
 354
 916
 (270) 1984 12/29/05 15 to 20 Years
Hardee'sPaxton, IL (a) 324
 658
 
 
 324
 658
 982
 (505) 1986 12/29/05 15 to 20 Years
Hardee'sAdairsville, GA (a) 557
 318
 
 
 557
 318
 875
 (195) 1986 09/29/06 15 to 20 Years
Hardee'sParkersburg, WV (a) 416
 658
 
 75
 416
 733
 1,149
 (486) 1986 03/07/07 4 to 20 Years
Hardee'sWatertown, WI (a) 267
 338
 
 
 267
 338
 605
 (205) 1986 06/30/09 13 to 18 Years
Hardee'sMayfield, KY (a) 316
 603
 
 
 316
 603
 919
 (335) 1986 12/08/09 12 to 27 Years
Hardee'sSouth Charleston, WV (b) 524
 541
 
 
 524
 541
 1,065
 (168) 1993 12/21/12 15 to 20 Years
Hardee'sWeston, WV (b) 158
 695
 
 
 158
 695
 853
 (148) 1981 12/21/12 15 to 30 Years
Hardee'sBuckhannon, WV (b) 438
 529
 
 
 438
 529
 967
 (177) 1978 12/21/12 15 to 20 Years
Hardee'sKingwood, WV (b) 618
 677
 
 
 618
 677
 1,295
 (229) 1979 12/21/12 15 to 20 Years
Hardee'sWaynesburg, PA (b) 323
 918
 
 
 323
 918
 1,241
 (221) 1982 12/21/12 15 to 30 Years
Hardee'sSo. Parkersburg, WV (b) 383
 404
 
 
 383
 404
 787
 (138) 1986 12/21/12 15 to 20 Years
Hardee'sBristol, VA (b) 492
 366
 
 
 492
 366
 858
 (169) 1982 12/21/12 15 to 20 Years
Hardee'sParkersburg, WV (b) 457
 309
 
 
 457
 309
 766
 (204) 1999 12/21/12 10 to 15 Years
Hardee'sBristol, TN (b) 474
 282
 
 
 474
 282
 756
 (178) 1985 12/21/12 10 to 15 Years
Hardee'sMount Carmel, TN (b) 499
 536
 
 
 499
 536
 1,035
 (162) 1988 12/21/12 15 to 30 Years
Hardee'sPhilippi, WV (b) 405
 232
 
 
 405
 232
 637
 (166) 1986 12/21/12 10 to 15 Years
Hardee'sElizabethton, TN (b) 735
 278
 
 
 735
 278
 1,013
 (127) 1971 12/21/12 15 to 20 Years
Hardee'sJohnson City, TN (b) 718
 450
 
 
 718
 450
 1,168
 (206) 1983 12/21/12 15 to 20 Years
Hardee'sBristol, VA (b) 369
 564
 
 
 369
 564
 933
 (190) 1991 12/21/12 15 to 20 Years
Hardee'sRogersville, TN (b) 384
 964
 
 
 384
 964
 1,348
 (229) 1986 12/21/12 15 to 30 Years
Hardee'sJonesborough, TN (b) 576
 329
 
 
 576
 329
 905
 (136) 1987 12/21/12 15 to 20 Years
Hardee'sKingsport, TN (b) 384
 877
 
 
 384
 877
 1,261
 (210) 1992 12/21/12 15 to 30 Years
Hardee'sEureka, IL (b) 307
 338
 
 
 307
 338
 645
 (238) 1980 12/21/12 10 to 15 Years
Hardee'sPeoria, IL (b) 383
 270
 
 
 383
 270
 653
 (176) 1980 12/21/12 10 to 15 Years
Hardee'sBartonville, IL (b) 410
 856
 
 
 410
 856
 1,266
 (223) 1980 12/21/12 15 to 30 Years
Hardee'sFort Madison, IA (b) 191
 620
 
 
 191
 620
 811
 (143) 1980 12/21/12 15 to 30 Years
Hardee'sHavana, IL (b) 439
 297
 
 
 439
 297
 736
 (230) 1980 12/21/12 10 to 15 Years
Hardee'sWashington, IL (b) 264
 460
 
 
 264
 460
 724
 (159) 1980 12/21/12 15 to 20 Years
Hardee'sNormal, IL (b) 394
 240
 
 
 394
 240
 634
 (153) 1980 12/21/12 10 to 15 Years
Hardee'sPeoria, IL (b) 282
 435
 
 
 282
 435
 717
 (154) 1980 12/21/12 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Sporting Goods

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Amherst, NY (b) 1,868
 7,503
 (1,069) (4,385) 799
 3,118
 3,917
 (736) 1993 07/17/13 2 to 40 Years
 Ankeny, IA (b) 3,913
 3,671
 
 
 3,913
 3,671
 7,584
 (730) 2003 10/15/12 15 to 30 Years
 Bend, OR (a) 1,516
 4,850
 
 
 1,516
 4,850
 6,366
 (484) 2000 08/15/13 10 to 50 Years
 Biloxi, MS (c) 3,274
 627
 
 
 3,274
 627
 3,901
 
 2016 12/22/16 16 to 16 Years
 Colorado Springs, CO (c) 2,568
 4,842
 
 
 2,568
 4,842
 7,410
 (73) 2005 08/31/16 10 to 40 Years
 Greenville, TX (a) 2,229
 5,181
 
 
 2,229
 5,181
 7,410
 (19) 2016 12/07/16 14 to 40 Years
 Houston, TX (c) 2,060
 1,248
 
 
 2,060
 1,248
 3,308
 (47) 1995 07/17/13 40 to 40 Years
 Katy, TX (c) 13,144
 96,194
 
 
 13,144
 96,194
 109,338
 (11,000) 1976 07/17/13 8 to 34 Years
 Kenosha, WI (a) 3,421
 7,407
 
 
 3,421
 7,407
 10,828
 (2,431) 2004 07/01/05 14 to 40 Years
 Loveland, CO (b) 2,329
 4,750
 
 
 2,329
 4,750
 7,079
 (800) 2001 10/15/12 15 to 30 Years
 Lufkin, TX (b) 1,922
 2,735
 
 
 1,922
 2,735
 4,657
 (481) 2003 07/17/13 9 to 30 Years
 Macon, GA (c) 1,921
 4,890
 
 
 1,921
 4,890
 6,811
 (795) 2005 07/17/13 10 to 30 Years
 Mesa, AZ (b) 2,040
 5,696
 
 
 2,040
 5,696
 7,736
 (963) 2005 10/15/12 15 to 30 Years
 Midvale, UT (b) 2,931
 4,844
 
 
 2,931
 4,844
 7,775
 (842) 2002 10/15/12 15 to 30 Years
 Monticello, MN (c) 3,873
 768
 
 
 3,873
 768
 4,641
 
 2016 12/29/16 15 to 30 Years
 N. Richland Hills, TX (c) 1,950
 5,451
 
 
 1,950
 5,451
 7,401
 (106) 1996 07/17/13 30 to 30 Years
 New Hartford, NY (a) 2,168
 4,851
 
 
 2,168
 4,851
 7,019
 (2,016) 2004 07/01/05 14 to 40 Years
 Newnan, GA (c) 2,938
 4,472
 
 318
 2,938
 4,790
 7,728
 (320) 2014 07/03/14 15 to 40 Years
 Opelika, AL (b) 2,117
 5,737
 
 
 2,117
 5,737
 7,854
 (681) 2012 06/14/13 14 to 40 Years
 Phoenix, AZ (b) 2,098
 5,338
 
 
 2,098
 5,338
 7,436
 (920) 2003 10/15/12 15 to 30 Years
 Pocatello, ID (b) 3,682
 10,658
 
 
 3,682
 10,658
 14,340
 (1,659) 2006 07/17/13 5 to 38 Years
 Saukville, WI (a) 2,061
 4,794
 
 
 2,061
 4,794
 6,855
 (476) 2014 09/30/14 15 to 40 Years
 Soldotna, AK (a) 1,177
 2,245
 
 
 1,177
 2,245
 3,422
 (181) 1983 05/22/14 15 to 40 Years
 Thornton, CO (b) 2,836
 5,069
 
 
 2,836
 5,069
 7,905
 (948) 2003 10/15/12 15 to 30 Years
 Tulsa, OK (c) 4,569
 87
 
 
 4,569
 87
 4,656
 
 2016 12/15/16 11 to 40 Years
 Tuscaloosa, AL (b) 3,321
 4,053
 
 
 3,321
 4,053
 7,374
 (401) 2013 09/30/13 14 to 50 Years
 Valdosta, GA (b) 2,930
 5,012
 
 
 2,930
 5,012
 7,942
 (644) 2012 06/14/13 14 to 40 Years
 Waite Park, MN (c) 4,919
 25,384
 
 54
 4,919
 25,438
 30,357
 (683) 1979 06/09/16 4 to 40 Years
 Wentzville, MO (c) 2,040
 5,133
 
 1,264
 2,040
 6,397
 8,437
 (161) 2015 03/27/15 39 to 40 Years
 Williston, ND (c) 2,190
 4,132
 
 
 2,190
 4,132
 6,322
 (167) 2015 08/24/15 15 to 50 Years
Hardee'sHawkinsville, GA (a) 169
 946
 
 
 169
 946
 1,115
 (158) 1986 12/24/13 15 to 30 Years
Hardee'sAtlanta, GA (a) 309
 867
 
 
 309
 867
 1,176
 (147) 1994 12/24/13 15 to 30 Years
Hardee'sMonroe, GA (a) 618
 787
 
 
 618
 787
 1,405
 (150) 1977 12/24/13 15 to 30 Years
Hardee'sWarner Robins, GA (a) 229
 887
 
 
 229
 887
 1,116
 (161) 1978 12/24/13 15 to 30 Years
Hardee'sGriffin, GA (a) 249
 877
 
 
 249
 877
 1,126
 (146) 1979 12/24/13 15 to 30 Years
Hardee'sCommerce, GA (a) 219
 797
 
 
 219
 797
 1,016
 (138) 1990 12/24/13 15 to 30 Years
Hardee'sForsyth, GA (a) 249
 936
 
 
 249
 936
 1,185
 (162) 1983 12/24/13 15 to 30 Years
Hardee'sCumming, GA (a) 408
 827
 
 
 408
 827
 1,235
 (150) 1988 12/24/13 15 to 30 Years
Hardee'sMcDonough, GA (a) 179
 806
 
 1
 179
 807
 986
 (134) 1989 12/24/13 15 to 30 Years
Hardee'sMcDonough, GA (a) 418
 847
 
 
 418
 847
 1,265
 (158) 1995 12/24/13 15 to 30 Years
Hardee'sMoultrie, GA (a) 359
 827
 
 
 359
 827
 1,186
 (139) 1997 12/24/13 15 to 30 Years
Hardee'sThomasville, GA (a) 408
 837
 
 
 408
 837
 1,245
 (143) 1985 12/24/13 15 to 30 Years
Hardee'sQuitman, GA (a) 259
 936
 
 
 259
 936
 1,195
 (157) 1985 12/24/13 15 to 30 Years
Hardee'sGraceville, FL (a) 279
 1,036
 
 
 279
 1,036
 1,315
 (186) 1985 12/24/13 15 to 30 Years
Hardee'sPearson, GA (a) 159
 817
 
 
 159
 817
 976
 (141) 1994 12/24/13 15 to 30 Years
Hardee'sEmporia, KS (a) 508
 1,175
 
 
 508
 1,175
 1,683
 (205) 1969 12/24/13 15 to 30 Years
Hardee'sRolla, MO (a) 229
 857
 
 
 229
 857
 1,086
 (146) 1978 12/24/13 15 to 30 Years
Hardee'sIndependence, MO (a) 279
 936
 
 
 279
 936
 1,215
 (157) 1979 12/24/13 15 to 30 Years
Hardee'sKansas City, MO (a) 538
 936
 
 
 538
 936
 1,474
 (167) 1979 12/24/13 15 to 30 Years
Hardee'sKansas City, KS (a) 289
 1,066
 
 
 289
 1,066
 1,355
 (179) 1980 12/24/13 15 to 30 Years
Hardee'sTrenton, MO (a) 309
 1,175
 
 
 309
 1,175
 1,484
 (197) 1976 12/24/13 15 to 30 Years
Hardee'sHarrisonville, MO (a) 369
 1,195
 
 
 369
 1,195
 1,564
 (202) 1981 12/24/13 15 to 30 Years
Hardee'sLees Summit, MO (a) 319
 906
 
 
 319
 906
 1,225
 (158) 1985 12/24/13 15 to 30 Years
Hardee'sColumbia, MO (a) 339
 1,126
 
 
 339
 1,126
 1,465
 (182) 1985 12/24/13 15 to 30 Years
Harp's MarketplaceFort Smith, AR (a) 837
 1,831
 
 
 837
 1,831
 2,668
 (395) 1994 04/30/14 3 to 20 Years
Hartford Provision CompanySouth Windsor, CT (d) 1,590
 6,774
 
 502
 1,590
 7,276
 8,866
 (1,013) 1982 05/05/15 7 to 20 Years
Havana Farm and Home SupplyHavana, IL (d) 526
 813
 
 
 526
 813
 1,339
 (445) 2000 05/31/06 15 to 30 Years
HD SupplyWest Columbia, SC (a) 324
 108
 
 
 324
 108
 432
 (88) 1989 05/01/05 15 to 20 Years
HD SupplyTontitown, AR (a) 230
 92
 
 
 230
 92
 322
 (91) 1987 05/01/05 15 to 20 Years
HD SupplyIndianapolis, IN (a) 607
 520
 
 
 607
 520
 1,127
 (380) 1990 05/01/05 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Health and Fitness                      
 Albuquerque, NM (c) 1,915
 3,724
 
 
 1,915
 3,724
 5,639
 (243) 1995 04/23/15 15 to 30 Years
 Albuquerque, NM (c) 2,391
 4,008
 
 
 2,391
 4,008
 6,399
 (270) 2001 04/23/15 15 to 30 Years
 Albuquerque, NM (c) 4,732
 6,845
 
 
 4,732
 6,845
 11,577
 (394) 1972 04/23/15 15 to 40 Years
 Aurora, CO (c) 1,452
 4,413
 
 
 1,452
 4,413
 5,865
 (562) 1995 07/17/13 11 to 30 Years
 Aurora, IL (a) 668
 2,615
 
 23
 668
 2,638
 3,306
 (12) 2006 11/29/16 9 to 30 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Boise, ID (c) 1,335
 4,982
 
 
 1,335
 4,982
 6,317
 
 2001 12/28/16 8 to 30 Years
 Boise, ID (c) 823
 3,178
 
 
 823
 3,178
 4,001
 
 2003 12/28/16 10 to 40 Years
 Brooklyn Park, MN (c) 3,176
 7,771
 
 
 3,176
 7,771
 10,947
 (1,086) 2008 07/17/13 10 to 35 Years
 Burnsville, MN (a) 1,461
 1,597
 
 22
 1,461
 1,619
 3,080
 (83) 1978 04/15/16 8 to 20 Years
 Chandler, AZ (a) 1,028
 5,318
 
 
 1,028
 5,318
 6,346
 (561) 2002 07/17/13 8 to 40 Years
 Chandler, AZ (a) 1,326
 2,665
 
 
 1,326
 2,665
 3,991
 (32) 2007 09/30/16 13 to 30 Years
 Chicago, IL (a) 1,009
 2,965
 
 
 1,009
 2,965
 3,974
 (300) 2007 12/09/13 14 to 40 Years
 Clifton, CO (a) 1,280
 6,975
 
 
 1,280
 6,975
 8,255
 (385) 1983 06/30/15 15 to 30 Years
 Clinton Township, MI (a) 5,430
 7,254
 (2,799) (1,160) 2,631
 6,094
 8,725
 (752) 1999 01/09/07 15 to 30 Years
 Eagle, ID (c) 1,428
 5,591
 
 
 1,428
 5,591
 7,019
 
 1999 12/28/16 15 to 30 Years
 Farmington, NM (c) 2,242
 6,696
 
 
 2,242
 6,696
 8,938
 (341) 1999 04/23/15 15 to 40 Years
 Glendale, AZ (a) 1,402
 2,879
 
 
 1,402
 2,879
 4,281
 (34) 2008 09/30/16 13 to 30 Years
 Grand Junction, CO (a) 1,825
 10,478
 
 
 1,825
 10,478
 12,303
 (351) 2007 11/05/15 15 to 40 Years
 Greenwood, IN (b) 1,973
 9,764
 
 
 1,973
 9,764
 11,737
 (1,006) 2007 07/17/13 10 to 42 Years
 Keizer, OR (a) 1,208
 4,089
 
 
 1,208
 4,089
 5,297
 (1,230) 1988 12/01/05 15 to 40 Years
 Lancaster, CA (c) 6,982
 9,255
 
 
 6,982
 9,255
 16,237
 (699) 1987 05/07/15 9 to 30 Years
 League City, TX (b) 2,514
 6,767
 
 
 2,514
 6,767
 9,281
 (772) 2008 07/17/13 10 to 42 Years
 Louisville, KY (c) 2,205
 3,551
 
 
 2,205
 3,551
 5,756
 (279) 1995 11/02/15 9 to 20 Years
 Manteca, CA (c) 796
 2,062
 
 
 796
 2,062
 2,858
 (106) 2001 09/04/15 15 to 30 Years
 Matteson, IL (c) 4,587
 6,328
 
 
 4,587
 6,328
 10,915
 (896) 2007 07/17/13 10 to 34 Years
 Meridian, ID (c) 840
 2,950
 
 
 840
 2,950
 3,790
 
 1993 12/28/16 8 to 30 Years
 Mesquite, TX (c) 601
 1,770
 
 
 601
 1,770
 2,371
 (95) 1986 01/15/16 8 to 30 Years
 Modesto, CA (c) 2,350
 5,923
 
 
 2,350
 5,923
 8,273
 (581) 1964 12/05/14 10 to 30 Years
 Naperville, IL (b) 5,015
 6,946
 
 
 5,015
 6,946
 11,961
 (887) 2007 07/17/13 9 to 38 Years
 O' Fallon, MO (c) 1,669
 6,054
 
 
 1,669
 6,054
 7,723
 (769) 2007 07/17/13 9 to 34 Years
 O'Fallon, IL (c) 2,243
 5,002
 
 
 2,243
 5,002
 7,245
 (682) 2005 07/17/13 6 to 37 Years
 Olathe, KS (c) 1,816
 5,526
 
 
 1,816
 5,526
 7,342
 (671) 2007 07/17/13 12 to 39 Years
 Pawtucket, RI (a) 946
 3,093
 
 26
 946
 3,119
 4,065
 (84) 1980 06/28/16 4 to 30 Years
 Phoenix, AZ (c) 642
 2,245
 
 
 642
 2,245
 2,887
 (201) 1988 09/30/14 14 to 30 Years
 Rio Rancho, NM (c) 1,448
 2,172
 
 
 1,448
 2,172
 3,620
 (152) 1997 04/23/15 15 to 30 Years
 Sacramento, CA (c) 1,236
 2,883
 
 
 1,236
 2,883
 4,119
 (207) 1990 09/29/15 15 to 20 Years
 Saint Cloud, MN (a) 912
 1,427
 
 
 912
 1,427
 2,339
 (180) 1989 12/16/14 15 to 20 Years
 Salem, OR (a) 941
 2,620
 1,018
 5,042
 1,959
 7,662
 9,621
 (2,233) 1996 12/01/05 15 to 40 Years
 Salem, OR (a) 1,509
 5,635
 
 
 1,509
 5,635
 7,144
 (1,685) 2001 12/01/05 15 to 40 Years
 Salem, OR (a) 1,214
 4,911
 
 
 1,214
 4,911
 6,125
 (1,493) 1980 12/01/05 15 to 40 Years
 Salem, OR (a) 1,589
 3,834
 
 
 1,589
 3,834
 5,423
 (1,555) 1977 12/01/05 15 to 30 Years
 Sartell, MN (a) 3,092
 3,765
 
 
 3,092
 3,765
 6,857
 (464) 2001 12/16/14 15 to 30 Years
 Southaven, MS (c) 1,187
 1,817
 
 
 1,187
 1,817
 3,004
 (168) 2014 09/17/14 15 to 40 Years
HD SupplyKnoxville, TN (a) 259
 111
 
 
 259
 111
 370
 (185) 1981 05/01/05 10 to 15 Years
HD SupplyWilmington, NC (a) 370
 122
 
 
 370
 122
 492
 (110) 1987 05/01/05 15 to 20 Years
HD SupplyLawrenceville, GA (a) 500
 237
 
 
 500
 237
 737
 (211) 1996 05/01/05 15 to 30 Years
HD SupplyRoanoke, VA (a) 333
 124
 
 
 333
 124
 457
 (184) 1975 05/01/05 10 to 15 Years
HD SupplyHickory, NC (a) 199
 262
 
 
 199
 262
 461
 (210) 1989 05/01/05 15 to 20 Years
HD SupplyFlorence, SC (a) 221
 174
 
 
 221
 174
 395
 (226) 1974 05/01/05 10 to 15 Years
HD SupplyMartinsburg, WV (a) 173
 20
 
 
 173
 20
 193
 (50) 1972 05/01/05 10 to 15 Years
HD SupplySpokane, WA (a) 518
 193
 
 
 518
 193
 711
 (186) 1998 05/01/05 15 to 30 Years
HD SupplyGreer, SC (a) 268
 236
 
 
 268
 236
 504
 (176) 1993 05/01/05 15 to 30 Years
HD SupplyJacksonville, FL (a) 339
 226
 
 
 339
 226
 565
 (207) 1987 07/01/05 15 to 20 Years
HD SupplyJacksonville, FL (a) 963
 1,007
 
 
 963
 1,007
 1,970
 (1,008) 2001 07/01/05 9 to 20 Years
HD SupplyConroe, TX (a) 492
 723
 
 
 492
 723
 1,215
 (363) 1999 07/01/05 14 to 30 Years
HD SupplyPompano Beach, FL (a) 1,144
 337
 
 
 1,144
 337
 1,481
 (252) 1990 07/01/05 15 to 30 Years
HD SupplyRiviera Beach, FL (a) 500
 170
 
 
 500
 170
 670
 (156) 1987 07/01/05 15 to 20 Years
Health Point Family MedicineFranklin, TX (d) 159
 1,124
 
 29
 159
 1,153
 1,312
 (157) 2012 08/18/14 4 to 40 Years
Heartland DentalBullhead City, AZ (a) 57
 946
 
 
 57
 946
 1,003
 (94) 2005 04/08/14 15 to 40 Years
Heartland DentalGlendale, AZ (a) 371
 491
 
 
 371
 491
 862
 (71) 1988 03/31/14 15 to 30 Years
Heartland DentalBrandon, FL (a) 110
 671
 
 
 110
 671
 781
 (86) 1999 03/31/14 15 to 30 Years
Heartland DentalOcala, FL (a) 23
 547
 
 
 23
 547
 570
 (68) 1984 04/08/14 30 to 30 Years
Heartland DentalGainesville, FL (a) 180
 711
 
 
 180
 711
 891
 (94) 1941 03/31/14 15 to 30 Years
Heartland DentalLargo, FL (a) 150
 311
 
 
 150
 311
 461
 (44) 1962 03/31/14 15 to 30 Years
Heartland DentalNew Port Richey, FL (a) 274
 1,162
 
 
 274
 1,162
 1,436
 (160) 2004 04/08/14 15 to 30 Years
Heartland DentalNew Port Richey, FL (a) 456
 1,151
 
 
 456
 1,151
 1,607
 (178) 2004 04/08/14 15 to 30 Years
Heartland DentalMelbourne, FL (a) 321
 651
 
 
 321
 651
 972
 (89) 1987 03/31/14 15 to 30 Years
Heartland DentalOkeechobee, FL (a) 190
 521
 
 
 190
 521
 711
 (73) 1990 03/31/14 15 to 30 Years
Heartland DentalDebary, FL (a) 100
 641
 
 
 100
 641
 741
 (90) 1989 03/31/14 15 to 30 Years
Heartland DentalOrlando, FL (a) 291
 230
 
 
 291
 230
 521
 (36) 1979 03/31/14 15 to 30 Years
Heartland DentalVero Beach, FL (a) 220
 731
 
 
 220
 731
 951
 (101) 1974 03/31/14 15 to 30 Years
Heartland DentalJacksonville, FL (a) 57
 365
 
 
 57
 365
 422
 (48) 1986 04/08/14 15 to 30 Years
Heartland DentalColumbus, GA (a) 190
 531
 
 
 190
 531
 721
 (89) 1993 03/31/14 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 St. Peters, MO (c) 1,814
 5,810
 
 
 1,814
 5,810
 7,624
 (828) 2007 07/17/13 9 to 34 Years
 Taylorsville, UT (c) 1,496
 3,593
 
 
 1,496
 3,593
 5,089
 (227) 1988 11/20/15 12 to 20 Years
 West Chester, OH (b) 606
 9,832
 
 
 606
 9,832
 10,438
 (891) 2009 07/17/13 7 to 43 Years
Heartland DentalEastman, GA (a) 130
 551
 
 
 130
 551
 681
 (89) 1988 03/31/14 15 to 30 Years
Heartland DentalMonroe, GA (a) 110
 631
 
 
 110
 631
 741
 (94) 2001 03/31/14 15 to 30 Years
Heartland DentalClayton, GA (a) 70
 311
 
 
 70
 311
 381
 (49) 1963 03/31/14 15 to 30 Years
Heartland DentalSpringfield, IL (a) 451
 1,162
 
 
 451
 1,162
 1,613
 (180) 1992 03/31/14 15 to 30 Years
Heartland DentalLitchfield, IL (a) 210
 311
 
 
 210
 311
 521
 (73) 1962 03/31/14 15 to 20 Years
Heartland DentalMaryville, IL (a) 301
 401
 
 
 301
 401
 702
 (70) 1995 03/31/14 15 to 30 Years
Heartland DentalBelleville, IL (a) 140
 431
 
 
 140
 431
 571
 (91) 1979 03/31/14 15 to 20 Years
Heartland DentalEast Alton, IL (a) 170
 80
 
 
 170
 80
 250
 (28) 1960 03/31/14 15 to 20 Years
Heartland DentalLitchfield, IL (a) 110
 120
 
 
 110
 120
 230
 (25) 1962 03/31/14 15 to 20 Years
Heartland DentalCrystal Lake, IL (a) 200
 631
 
 
 200
 631
 831
 (96) 2001 03/31/14 15 to 30 Years
Heartland DentalMarion, IN (a) 140
 321
 
 
 140
 321
 461
 (58) 1988 03/31/14 15 to 30 Years
Heartland DentalLogansport, IN (a) 30
 421
 
 
 30
 421
 451
 (55) 1920 03/31/14 15 to 30 Years
Heartland DentalFort Wayne, IN (a) 150
 1,022
 
 
 150
 1,022
 1,172
 (111) 1965 03/31/14 15 to 40 Years
Heartland DentalAnderson, IN (a) 411
 1,673
 
 
 411
 1,673
 2,084
 (182) 1981 03/31/14 15 to 40 Years
Heartland DentalWestfield, IN (a) 361
 751
 
 
 361
 751
 1,112
 (106) 1992 03/31/14 15 to 40 Years
Heartland DentalSouth Bend, IN (a) 341
 321
 
 
 341
 321
 662
 (78) 1955 03/31/14 15 to 20 Years
Heartland DentalEvansville, IN (a) 130
 391
 
 
 130
 391
 521
 (61) 1986 03/31/14 15 to 30 Years
Heartland DentalOsceola, IN (a) 291
 671
 
 
 291
 671
 962
 (108) 1996 03/31/14 15 to 40 Years
Heartland DentalMarion, IN (a) 130
 421
 
 
 130
 421
 551
 (70) 1974 03/31/14 15 to 30 Years
Heartland DentalElkhart, IN (a) 90
 341
 
 
 90
 341
 431
 (48) 1969 03/31/14 15 to 30 Years
Heartland DentalSpringfield, MO (a) 561
 631
 
 
 561
 631
 1,192
 (104) 1996 03/31/14 15 to 30 Years
Heartland DentalColumbia, MO (a) 1,012
 7,054
 
 
 1,012
 7,054
 8,066
 (724) 2004 03/31/14 15 to 40 Years
Heartland DentalRaytown, MO (a) 80
 631
 
 
 80
 631
 711
 (91) 1989 03/31/14 15 to 30 Years
Heartland DentalBrandon, MS (a) 200
 281
 
 
 200
 281
 481
 (58) 1986 03/31/14 15 to 30 Years
Heartland DentalVicksburg, MS (a) 150
 351
 
 
 150
 351
 501
 (61) 1984 03/31/14 15 to 30 Years
Heartland DentalRio Rancho, NM (a) 301
 461
 
 
 301
 461
 762
 (75) 1992 03/31/14 15 to 30 Years
Heartland DentalGahanna, OH (a) 411
 982
 
 
 411
 982
 1,393
 (152) 1998 03/31/14 15 to 40 Years
Heartland DentalPataskala, OH (a) 261
 782
 
 
 261
 782
 1,043
 (93) 1995 03/31/14 15 to 40 Years
Heartland DentalDefiance, OH (a) 130
 491
 
 
 130
 491
 621
 (76) 1959 03/31/14 15 to 30 Years
Heartland DentalCamp Hill, PA (a) 180
 581
 
 
 180
 581
 761
 (85) 1991 03/31/14 15 to 30 Years
Heartland DentalMechanicsburg, PA (a) 231
 1,032
 152
 
 383
 1,032
 1,415
 (147) 1990 03/31/14 15 to 30 Years
Heartland DentalYork, PA (a) 100
 481
 
 
 100
 481
 581
 (68) 1984 03/31/14 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Automotive Parts and Service                    
 Acworth, GA (a) 823
 976
 
 
 823
 976
 1,799
 (93) 1999 03/28/14 15 to 40 Years
 Alabaster, AL (a) 631
 1,010
 
 
 631
 1,010
 1,641
 (238) 1995 12/22/06 40 to 40 Years
 Albany, GA (a) 242
 572
 
 
 242
 572
 814
 (170) 1982 09/07/07 15 to 40 Years
 Albany, GA (a) 281
 575
 
 
 281
 575
 856
 (246) 1997 09/07/07 15 to 30 Years
 Albuquerque, NM (a) 885
 2,998
 
 
 885
 2,998
 3,883
 (350) 1990 07/17/13 7 to 35 Years
 Alton, IL (c) 346
 553
 
 
 346
 553
 899
 (13) 1997 07/22/16 7 to 30 Years
 Ann Arbor, MI (a) 684
 413
 
 
 684
 413
 1,097
 (67) 1989 06/23/14 15 to 20 Years
 Arlington Heights, IL (a) 1,530
 5,354
 
 
 1,530
 5,354
 6,884
 (620) 1995 07/17/13 9 to 36 Years
 Ashland, KY (a) 613
 1,284
 
 
 613
 1,284
 1,897
 (150) 2006 07/17/13 8 to 48 Years
 Atlanta, GA (a) 1,830
 363
 
 
 1,830
 363
 2,193
 (111) 1998 07/17/13 5 to 24 Years
 Atmore, AL (c) 417
 444
 
 
 417
 444
 861
 (12) 1995 07/22/16 7 to 30 Years
 Auburn Hills, MI (c) 3,542
 6,597
 169
 
 3,711
 6,597
 10,308
 (1,332) 1995 07/17/13 8 to 38 Years
 Auburn, AL (a) 354
 1,182
 30
 78
 384
 1,260
 1,644
 (412) 1987 12/22/06 15 to 30 Years
 Auburn, AL (a) 676
 647
 
 
 676
 647
 1,323
 (293) 1995 09/07/07 15 to 30 Years
 Augusta, GA (c) 482
 750
 
 
 482
 750
 1,232
 (14) 1998 07/22/16 7 to 40 Years
 Battle Creek, MI (a) 211
 419
 
 
 211
 419
 630
 (64) 1981 06/23/14 15 to 20 Years
 Battle Creek, MI (a) 302
 262
 
 
 302
 262
 564
 (44) 1987 06/23/14 15 to 20 Years
 Battle Creek, MI (a) 594
 262
 
 
 594
 262
 856
 (76) 1998 06/23/14 15 to 20 Years
 Bessemer, AL (a) 358
 1,197
 
 
 358
 1,197
 1,555
 (282) 1988 12/22/06 40 to 40 Years
 Birmingham, AL (a) 417
 1,237
 
 
 417
 1,237
 1,654
 (291) 1970 12/22/06 40 to 40 Years
 Birmingham, AL (a) 300
 839
 
 
 300
 839
 1,139
 (158) 1998 12/22/06 50 to 50 Years
 Birmingham, AL (a) 607
 1,379
 
 
 607
 1,379
 1,986
 (325) 1988 12/22/06 40 to 40 Years
 Birmingham, AL (a) 343
 901
 
 
 343
 901
 1,244
 (212) 1989 12/22/06 40 to 40 Years
 Birmingham, AL (a) 334
 1,119
 
 
 334
 1,119
 1,453
 (263) 1989 12/22/06 40 to 40 Years
 Birmingham, AL (a) 372
 1,073
 
 
 372
 1,073
 1,445
 (337) 1965 12/22/06 30 to 30 Years
 Birmingham, AL (a) 339
 858
 
 
 339
 858
 1,197
 (202) 1990 12/22/06 40 to 40 Years
 Blakeley, GA (c) 169
 887
 
 
 169
 887
 1,056
 (12) 1995 07/22/16 7 to 50 Years
 Bloomfield, MI (a) 554
 332
 
 
 554
 332
 886
 (58) 1987 06/23/14 15 to 20 Years
 Bonita Springs, FL (a) 582
 312
 
 101
 582
 413
 995
 (99) 1990 03/19/13 10 to 30 Years
 Bradenton, FL (a) 594
 493
 
 222
 594
 715
 1,309
 (178) 1988 03/19/13 10 to 30 Years
 Burlington, IA (c) 467
 737
 
 
 467
 737
 1,204
 (12) 1989 07/22/16 7 to 40 Years
 Camilla, GA (c) 419
 412
 
 
 419
 412
 831
 (10) 1995 07/22/16 7 to 30 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Castle Shannon, PA (c) 620
 732
 
 
 620
 732
 1,352
 (16) 1998 07/22/16 7 to 30 Years
 Charlotte, NC (a) 403
 1,146
 
 
 403
 1,146
 1,549
 (151) 2008 07/17/13 12 to 43 Years
 Chesterfield Twshp, MI (a) 181
 302
 
 
 181
 302
 483
 (51) 1990 06/23/14 15 to 20 Years
 Clarksville, IN (a) 1,055
 1,758
 
 
 1,055
 1,758
 2,813
 (289) 1993 07/17/13 8 to 30 Years
 Clarksville, TN (a) 658
 1,243
 
 
 658
 1,243
 1,901
 (143) 2000 03/31/14 14 to 30 Years
 Clawson, MI (a) 262
 242
 
 
 262
 242
 504
 (40) 1984 06/23/14 15 to 20 Years
 Clayton, NC (a) 684
 1,254
 
 
 684
 1,254
 1,938
 (147) 2001 03/31/14 7 to 30 Years
 Clearwater, FL (a) 463
 443
 
 131
 463
 574
 1,037
 (125) 1989 03/19/13 10 to 30 Years
 Clinton Township, MI (a) 141
 282
 
 
 141
 282
 423
 (45) 1987 06/23/14 15 to 20 Years
 Clinton, MS (c) 569
 693
 
 
 569
 693
 1,262
 (15) 1998 07/22/16 7 to 30 Years
 College Park, GA (c) 386
 506
 
 
 386
 506
 892
 (13) 1998 07/22/16 7 to 30 Years
 Colorado Springs, CO (a) 1,335
 1,587
 
 
 1,335
 1,587
 2,922
 (368) 1994 07/17/13 7 to 26 Years
 Columbia Heights, MN (c) 510
 1,314
 
 
 510
 1,314
 1,824
 (144) 2006 07/17/13 7 to 43 Years
 Columbus, GA (c) 628
 769
 
 
 628
 769
 1,397
 (15) 1998 07/22/16 7 to 40 Years
 Conroe, TX (c) 2,056
 2,306
 
 
 2,056
 2,306
 4,362
 
 2016 12/28/16 14 to 50 Years
 Covington, LA (c) 507
 426
 
 
 507
 426
 933
 (11) 1998 07/22/16 7 to 30 Years
 Crestview, FL (a) 544
 743
 
 
 544
 743
 1,287
 (278) 1975 09/07/07 15 to 30 Years
 Dacula, GA (a) 1,067
 976
 
 
 1,067
 976
 2,043
 (95) 2000 03/28/14 15 to 40 Years
 Dayton, OH (c) 317
 572
 
 
 317
 572
 889
 (12) 1998 07/22/16 7 to 30 Years
 Decatur, AL (a) 187
 1,174
 
 98
 187
 1,272
 1,459
 (256) 2000 12/22/06 19 to 50 Years
 Decatur, AL (a) 84
 803
 
 
 84
 803
 887
 (151) 2001 12/22/06 50 to 50 Years
 Denmark, SC (c) 439
 504
 
 
 439
 504
 943
 (12) 1996 07/22/16 7 to 30 Years
 Dothan, AL (a) 162
 659
 
 
 162
 659
 821
 (242) 1996 09/07/07 15 to 30 Years
 Duluth, MN (c) 207
 1,462
 
 
 207
 1,462
 1,669
 (130) 2006 07/17/13 7 to 48 Years
 Dunellen, NJ (a) 1,177
 1,973
 
 
 1,177
 1,973
 3,150
 (188) 2008 07/17/13 10 to 48 Years
 El Centro, CA (a) 1,295
 1,504
 
 
 1,295
 1,504
 2,799
 (255) 1998 07/17/13 9 to 33 Years
 Estero, FL (a) 334
 571
 
 
 334
 571
 905
 (88) 2009 10/28/13 9 to 30 Years
 Estero, FL (a) 394
 399
 
 
 394
 399
 793
 (72) 2004 10/28/13 9 to 30 Years
 Farmington Hills, MI (a) 382
 282
 
 
 382
 282
 664
 (52) 1987 06/23/14 15 to 20 Years
 Farragut, TN (a) 986
 1,148
 
 
 986
 1,148
 2,134
 (122) 2011 03/28/14 15 to 40 Years
 Fergus Falls, MN (c) 294
 978
 
 
 294
 978
 1,272
 (109) 2005 07/17/13 7 to 47 Years
 Florence, AL (a) 130
 1,128
 
 
 130
 1,128
 1,258
 (212) 1999 12/22/06 50 to 50 Years
 Fort Lauderdale, FL (c) 772
 1,005
 
 
 772
 1,005
 1,777
 (18) 1996 07/22/16 7 to 40 Years
 Fort Myers, FL (a) 555
 312
 
 131
 555
 443
 998
 (111) 1990 03/19/13 10 to 30 Years
 Frederick, MD (a) 1,571
 2,529
 
 
 1,571
 2,529
 4,100
 (320) 1987 07/17/13 9 to 40 Years
Heartland DentalWaynesboro, PA (a) 100
 601
 
 
 100
 601
 701
 (66) 1957 03/31/14 15 to 40 Years
Heartland DentalCamp Hill, PA (a) 140
 641
 
 
 140
 641
 781
 (90) 1990 03/31/14 15 to 30 Years
Heartland DentalHartsville, SC (a) 90
 180
 
 
 90
 180
 270
 (24) 1973 03/31/14 15 to 40 Years
Heartland DentalSpartanburg, SC (a) 150
 401
 
 
 150
 401
 551
 (60) 1992 03/31/14 15 to 30 Years
Heartland DentalNorth Myrtle Beach, SC (a) 581
 601
 
 
 581
 601
 1,182
 (115) 2004 03/31/14 15 to 30 Years
Heartland DentalClarksville, TN (a) 281
 531
 
 
 281
 531
 812
 (76) 1997 03/31/14 15 to 30 Years
Heartland DentalGermantown, TN (a) 91
 171
 
 
 91
 171
 262
 (19) 1984 04/08/14 15 to 40 Years
Heartland DentalMemphis, TN (a) 91
 490
 
 
 91
 490
 581
 (67) 1987 04/08/14 15 to 30 Years
Heartland DentalWylie, TX (a) 210
 912
 
 
 210
 912
 1,122
 (132) 1986 03/31/14 15 to 30 Years
Heartland DentalDevine, TX (a) 240
 481
 
 
 240
 481
 721
 (83) 2002 03/31/14 15 to 30 Years
Heartland DentalLongview, TX (a) 200
 601
 
 
 200
 601
 801
 (98) 2003 03/31/14 15 to 30 Years
Heartland DentalWittenberg, WI (a) 41
 210
 
 
 41
 210
 251
 (29) 1982 03/31/14 15 to 30 Years
HHI-FormtechTroy, MI (a) 1,128
 947
 
 
 1,128
 947
 2,075
 (388) 1952 03/10/06 15 to 30 Years
HHI-FormtechRoyal Oak, MI (a) 3,426
 7,071
 
 
 3,426
 7,071
 10,497
 (2,850) 1952 03/10/06 15 to 30 Years
High Heaven Trampoline ParkFlowood, MS (d) 900
 1,137
 
 
 900
 1,137
 2,037
 (167) 1995 11/13/15 9 to 20 Years
High Rise Extreme Air SportsRogers, AR (d) 635
 2,376
 
 
 635
 2,376
 3,011
 (209) 2014 09/30/15 9 to 40 Years
Hobby LobbyLittleton, CO (d) 7,839
 9,299
 
 
 7,839
 9,299
 17,138
 (3,562) 1991 07/17/13 5 to 17 Years
HOM FurnitureHermantown, MN (a) 1,881
 7,761
 
 
 1,881
 7,761
 9,642
 (2,539) 2003 04/08/05 15 to 40 Years
HOM FurnitureEau Claire, WI (a) 1,597
 6,964
 
 
 1,597
 6,964
 8,561
 (3,060) 2004 04/08/05 15 to 30 Years
HOM FurnitureFargo, ND (d) 2,095
 8,525
 
 
 2,095
 8,525
 10,620
 (1,376) 2005 07/17/13 8 to 32 Years
Home DepotLakewood, CO (c) 3,822
 
 
 
 3,822
 
 3,822
 
 (f) 07/17/13 (f)
Home DepotColma, CA (d) 21,065
 13,597
 
 481
 21,065
 14,078
 35,143
 (2,376) 1995 07/17/13 2 to 33 Years
Home DepotMemphis, TN (d) 3,777
 10,303
 
 43
 3,777
 10,346
 14,123
 (390) 1996 02/28/17 9 to 30 Years
Home DepotHighland Heights, OH (d) 4,897
 11,272
 
 43
 4,897
 11,315
 16,212
 (427) 1995 02/21/17 3 to 30 Years
Home DepotTempe, AZ (d) 7,417
 9,795
 
 41
 7,417
 9,836
 17,253
 (391) 1978 05/12/17 10 to 30 Years
HootersRichmond, VA (a) 1,253
 1,410
 
 29
 1,253
 1,439
 2,692
 (586) 1977 11/28/06 15 to 30 Years
HootersMidlothian, VA (a) 823
 1,151
 
 246
 823
 1,397
 2,220
 (572) 1994 11/28/06 15 to 30 Years
HughesBowling Green, KY (a) 136
 228
 
 
 136
 228
 364
 (112) 1993 05/01/05 15 to 30 Years
HumperdinksArlington, TX (a) 2,064
 2,043
 
 
 2,064
 2,043
 4,107
 (888) 1995 07/01/05 15 to 30 Years
IBMGreece, NY (d) 1,419
 20,548
 
 (11,004) 1,419
 9,544
 10,963
 (124) 1989 08/02/17 10 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Gardendale, AL (a) 586
 1,274
 
 
 586
 1,274
 1,860
 (300) 1989 12/22/06 40 to 40 Years
 Gibsonton, FL (c) 526
 448
 
 
 526
 448
 974
 (14) 1999 07/22/16 7 to 30 Years
 Grand Bay, AL (a) 226
 1,242
 
 
 226
 1,242
 1,468
 (125) 2005 07/17/13 7 to 47 Years
 Grand Forks, ND (c) 287
 1,132
 
 
 287
 1,132
 1,419
 (142) 2005 07/17/13 7 to 45 Years
 Greenfield, IN (a) 458
 996
 
 
 458
 996
 1,454
 (113) 2003 07/17/13 7 to 47 Years
 Greensboro, NC (a) 721
 1,179
 
 
 721
 1,179
 1,900
 (153) 2002 03/31/14 7 to 30 Years
 Griffin, GA (c) 441
 1,142
 
 
 441
 1,142
 1,583
 (17) 1998 07/22/16 7 to 50 Years
 Gulf Breeze, FL (a) 296
 457
 
 
 296
 457
 753
 (174) 1993 09/07/07 15 to 30 Years
 Hampton, VA (a) 1,662
 2,974
 
 
 1,662
 2,974
 4,636
 (448) 1993 07/17/13 9 to 35 Years
 Hattiesburg, MS (c) 452
 821
 
 
 452
 821
 1,273
 (12) 1997 07/22/16 7 to 40 Years
 Hialeah, FL (c) 682
 1,054
 
 
 682
 1,054
 1,736
 (17) 1998 07/22/16 7 to 40 Years
 Holland Township, MI (c) 493
 1,212
 
 
 493
 1,212
 1,705
 (123) 2005 07/17/13 7 to 47 Years
 Holland, MI (c) 542
 1,384
 
 
 542
 1,384
 1,926
 (147) 2005 07/17/13 7 to 47 Years
 Huntsville, AL (a) 195
 1,649
 
 
 195
 1,649
 1,844
 (388) 1993 12/22/06 40 to 40 Years
 Huntsville, AL (a) 295
 893
 
 
 295
 893
 1,188
 (210) 1994 12/22/06 40 to 40 Years
 Huntsville, AL (a) 374
 1,295
 
 109
 374
 1,404
 1,778
 (344) 1997 12/22/06 19 to 40 Years
 Huntsville, AL (a) 252
 917
 
 
 252
 917
 1,169
 (288) 1965 12/22/06 30 to 30 Years
 Huntsville, AL (a) 184
 1,037
 
 
 184
 1,037
 1,221
 (195) 2001 12/22/06 50 to 50 Years
 Hurley, MS (a) 265
 1,052
 
 
 265
 1,052
 1,317
 (125) 2006 07/17/13 7 to 45 Years
 Irvington, NJ (a) 1,605
 1,912
 
 
 1,605
 1,912
 3,517
 (215) 2006 07/17/13 7 to 47 Years
 Jackson, MS (c) 396
 423
 
 
 396
 423
 819
 (9) 1998 07/22/16 7 to 30 Years
 Jackson, OH (a) 397
 1,251
 
 
 397
 1,251
 1,648
 (139) 2005 07/17/13 7 to 47 Years
 Kalamazoo, MI (a) 201
 362
 
 
 201
 362
 563
 (55) 1987 06/23/14 15 to 20 Years
 Kalamazoo, MI (a) 312
 262
 
 
 312
 262
 574
 (44) 1984 06/23/14 15 to 20 Years
 Kalamazoo, MI (a) 60
 211
 
 
 60
 211
 271
 (31) 1986 06/23/14 15 to 20 Years
 Kalamazoo, MI (a) 171
 332
 
 
 171
 332
 503
 (58) 1979 06/23/14 15 to 20 Years
 Kalamazoo, MI (a) 352
 262
 
 
 352
 262
 614
 (53) 1987 06/23/14 15 to 20 Years
 Kalamazoo, MI (a) 503
 342
 
 
 503
 342
 845
 (93) 1989 06/23/14 15 to 20 Years
 Kalamazoo, MI (a) 247
 333
 
 
 247
 333
 580
 (49) 1982 07/30/14 15 to 20 Years
 Kalamzaoo, MI (a) 141
 141
 
 
 141
 141
 282
 (28) 1959 06/23/14 15 to 20 Years
 Kennesaw, GA (a) 874
 1,270
 
 
 874
 1,270
 2,144
 (121) 1999 03/28/14 15 to 40 Years
 Kingsland, GA (c) 1,037
 997
 
 
 1,037
 997
 2,034
 (16) 1998 07/22/16 7 to 40 Years
 Lakeland, FL (a) 1,204
 1,917
 
 
 1,204
 1,917
 3,121
 (258) 1991 07/17/13 7 to 38 Years
 Largo, FL (a) 416
 493
 
 111
 416
 604
 1,020
 (127) 1989 03/19/13 10 to 30 Years
 Lawrenceville, GA (a) 722
 976
 
 
 722
 976
 1,698
 (95) 2000 03/28/14 15 to 40 Years
 Leesburg, GA (c) 435
 494
 
 
 435
 494
 929
 (16) 1999 07/22/16 7 to 30 Years
 Lincoln, NE (a) 1,318
 1,604
 
 
 1,318
 1,604
 2,922
 (781) 1972 04/29/11 11 to 26 Years
 Livonia, MI (a) 252
 262
 
 
 252
 262
 514
 (44) 1986 06/23/14 15 to 20 Years
IBMColumbus, OH (d) 3,154
 19,715
 
 12,816
 3,154
 32,531
 35,685
 (578) 1989 08/02/17 5 to 30 Years
III ForksDallas, TX (b) 2,965
 9,066
 
 
 2,965
 9,066
 12,031
 (1,294) 1998 07/17/13 11 to 35 Years
IndustrialNew Castle, PA (d) 1,084
 5,507
 
 
 1,084
 5,507
 6,591
 (1,243) 1999 07/17/13 8 to 26 Years
In-ShapeModesto, CA (d) 2,350
 5,923
 
 
 2,350
 5,923
 8,273
 (860) 1964 12/05/14 10 to 30 Years
In-ShapeManteca, CA (d) 796
 2,062
 
 
 796
 2,062
 2,858
 (185) 2001 09/04/15 15 to 30 Years
J. JillTilton, NH (c) 7,420
 19,608
 
 
 7,420
 19,608
 27,028
 (5,512) 1998 07/17/13 8 to 25 Years
Jack in the BoxAuburn, CA (a) 579
 299
 
 
 579
 299
 878
 (155) 1992 12/29/06 15 to 30 Years
Jack Stack BarbequeOverland Park, KS (a) 2,549
 3,219
 
 
 2,549
 3,219
 5,768
 (480) 1983 05/15/14 15 to 30 Years
Jiffy LubeBonita Springs, FL (b) 582
 312
 
 101
 582
 413
 995
 (125) 1990 03/19/13 10 to 30 Years
Jiffy LubeSarasota, FL (b) 386
 312
 
 141
 386
 453
 839
 (137) 1987 03/19/13 10 to 30 Years
Jiffy LubeNaples, FL (b) 333
 302
 
 121
 333
 423
 756
 (122) 1990 03/19/13 10 to 30 Years
Jiffy LubeLargo, FL (b) 416
 493
 
 111
 416
 604
 1,020
 (160) 1989 03/19/13 10 to 30 Years
Jiffy LubeFort Myers, FL (b) 555
 312
 
 131
 555
 443
 998
 (141) 1990 03/19/13 10 to 30 Years
Jiffy LubeSarasota, FL (b) 278
 312
 
 131
 278
 443
 721
 (123) 1987 03/19/13 10 to 30 Years
Jiffy LubeClearwater, FL (b) 463
 443
 
 131
 463
 574
 1,037
 (158) 1989 03/19/13 10 to 30 Years
Jiffy LubeBradenton, FL (b) 594
 493
 
 222
 594
 715
 1,309
 (225) 1988 03/19/13 10 to 30 Years
Jo-Ann'sReading, PA (d) 449
 3,222
 
 
 449
 3,222
 3,671
 (366) 1998 07/17/13 8 to 40 Years
Jo-Ann'sAlpharetta, GA (d) 2,819
 3,139
 
 
 2,819
 3,139
 5,958
 (475) 2000 07/17/13 5 to 43 Years
Joe's Crab ShackBeaumont, TX (a) 1,435
 1,541
 
 
 1,435
 1,541
 2,976
 (758) 1997 06/29/07 15 to 40 Years
Joe's Crab ShackPlano, TX (a) 2,418
 1,529
 
 
 2,418
 1,529
 3,947
 (672) 1998 06/29/07 15 to 40 Years
Joe's Crab ShackColorado Springs, CO (a) 674
 519
 
 
 674
 519
 1,193
 (146) 1989 11/19/12 5 to 30 Years
Kansas Bar and GrillEmporia, KS (a) 657
 219
 
 
 657
 219
 876
 (43) 1997 06/04/14 15 to 30 Years
Kansas Bar and GrillWinfield, KS (a) 239
 866
 
 
 239
 866
 1,105
 (144) 1995 06/04/14 15 to 30 Years
Kansas Bar and GrillColby, KS (a) 269
 567
 
 
 269
 567
 836
 (101) 1987 06/04/14 15 to 30 Years
Kansas Bar and GrillDodge City, KS (a) 249
 587
 
 
 249
 587
 836
 (87) 1985 06/04/14 15 to 30 Years
Kansas Bar and GrillNewton, KS (a) 175
 661
 
 
 175
 661
 836
 (106) 1987 06/30/14 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Macomb Township, MI (a) 181
 262
 
 
 181
 262
 443
 (43) 1986 06/23/14 15 to 20 Years
 Madison Heights, MI (a) 352
 493
 
 
 352
 493
 845
 (78) 1984 06/23/14 15 to 20 Years
 Madison, AL (a) 359
 1,505
 40
 456
 399
 1,961
 2,360
 (363) 1995 12/22/06 15 to 40 Years
 Madison, AL (a) 211
 1,401
 
 
 211
 1,401
 1,612
 (330) 1997 12/22/06 40 to 40 Years
 Madison, TN (a) 662
 1,567
 
 
 662
 1,567
 2,229
 (145) 2000 03/31/14 14 to 40 Years
 Margate, FL (c) 480
 507
 
 
 480
 507
 987
 (10) 1991 07/22/16 7 to 40 Years
 Marianna, FL (a) 283
 452
 
 
 283
 452
 735
 (168) 1994 09/07/07 15 to 40 Years
 Maryland Heights, MO (a) 522
 1,155
 
 
 522
 1,155
 1,677
 (132) 2005 07/17/13 7 to 47 Years
 Midwest City, OK (a) 353
 815
 
 
 353
 815
 1,168
 (107) 2007 07/17/13 9 to 44 Years
 Milton, FL (a) 137
 577
 
 
 137
 577
 714
 (214) 1986 09/07/07 15 to 30 Years
 Mobile, AL (a) 157
 508
 
 
 157
 508
 665
 (192) 1982 09/07/07 15 to 30 Years
 Mobile, AL (a) 89
 501
 
 
 89
 501
 590
 (181) 1982 11/30/07 15 to 30 Years
 Montgomery, AL (a) 398
 626
 
 
 398
 626
 1,024
 (259) 1997 09/07/07 15 to 30 Years
 Montgomery, AL (a) 241
 628
 
 
 241
 628
 869
 (238) 1997 09/07/07 15 to 30 Years
 Montgomery, AL (a) 422
 857
 
 
 422
 857
 1,279
 (326) 1992 09/07/07 15 to 30 Years
 Montgomery, AL (a) 303
 636
 
 
 303
 636
 939
 (247) 1996 09/07/07 15 to 30 Years
 Montgomery, AL (a) 275
 528
 
 
 275
 528
 803
 (222) 1988 09/07/07 15 to 30 Years
 Moultrie, GA (a) 179
 271
 
 
 179
 271
 450
 (168) 1983 09/07/07 15 to 20 Years
 Naples, FL (a) 333
 302
 
 121
 333
 423
 756
 (96) 1990 03/19/13 10 to 30 Years
 Naples, FL (a) 249
 265
 
 
 249
 265
 514
 (49) 1966 10/28/13 9 to 20 Years
 Naples, FL (a) 425
 424
 
 
 425
 424
 849
 (72) 2006 10/28/13 9 to 30 Years
 Nashville, TN (a) 828
 1,405
 
 
 828
 1,405
 2,233
 (176) 2000 03/31/14 14 to 30 Years
 Natchez, MS (c) 509
 754
 
 
 509
 754
 1,263
 (12) 1998 07/22/16 7 to 40 Years
 New Boston, OH (a) 345
 1,538
 
 
 345
 1,538
 1,883
 (148) 2005 07/17/13 7 to 47 Years
 New Smyrna Beach, FL (c) 774
 818
 
 
 774
 818
 1,592
 (14) 1999 07/22/16 7 to 40 Years
 Newton, MS (c) 336
 443
 
 
 336
 443
 779
 (10) 1998 07/22/16 7 to 30 Years
 Niceville, FL (a) 458
 454
 
 
 458
 454
 912
 (150) 1996 09/07/07 15 to 40 Years
 North Little Rock, AR (a) 244
 310
 
 
 244
 310
 554
 (42) 2001 03/31/14 2 to 30 Years
 Ocean Springs, MS (a) 145
 186
 
 
 145
 186
 331
 (31) 1988 07/17/13 15 to 30 Years
 Opelika, AL (a) 503
 628
 
 
 503
 628
 1,131
 (274) 1995 09/07/07 15 to 30 Years
 Orem, UT (a) 1,224
 2,132
 
 
 1,224
 2,132
 3,356
 (278) 1990 07/17/13 9 to 40 Years
 Oxford, AL (a) 120
 1,224
 
 
 120
 1,224
 1,344
 (288) 1990 12/22/06 40 to 40 Years
 Panama City, FL (a) 378
 252
 
 
 378
 252
 630
 (53) 1997 07/17/13 15 to 30 Years
 Pasadena, TX (a) 1,224
 4,263
 
 
 1,224
 4,263
 5,487
 (488) 1995 07/17/13 9 to 40 Years
 Pea Ridge, AR (a) 217
 
 
 
 217
 
 217
 
 (f) 03/31/14 (f)
Kansas Buffet CompanyStillwater, OK (a) 647
 687
 
 
 647
 687
 1,334
 (118) 1987 06/04/14 15 to 30 Years
Kansas Buffet CompanyHutchinson, KS (a) 895
 856
 
 
 895
 856
 1,751
 (150) 1987 06/04/14 15 to 30 Years
Kansas Buffet CompanyOttawa, KS (a) 348
 816
 
 
 348
 816
 1,164
 (126) 1987 06/04/14 15 to 30 Years
Kansas Buffet CompanyArkansas city, KS (a) 239
 975
 
 
 239
 975
 1,214
 (154) 1987 06/04/14 15 to 30 Years
Kansas Buffet CompanyTopeka, KS (a) 1,224
 905
 
 
 1,224
 905
 2,129
 (187) 1988 06/04/14 15 to 30 Years
K-Bob's SteakhouseFredericksburg, TX (d) 511
 1,516
 
 
 511
 1,516
 2,027
 (290) 1985 07/17/13 11 to 30 Years
Kerry's Car CarePhoenix, AZ (a) 956
 1,485
 
 
 956
 1,485
 2,441
 (125) 2015 06/24/16 4 to 40 Years
KFCAtlanta, GA (a) 513
 483
 
 
 513
 483
 996
 (122) 2002 02/02/12 15 to 30 Years
KFCRoswell, GA (a) 513
 559
 
 
 513
 559
 1,072
 (111) 2006 02/02/12 15 to 40 Years
KFCKansas City, KS (a) 349
 425
 
 
 349
 425
 774
 (114) 1977 10/03/11 14 to 29 Years
KFCMilan, IL (b) 161
 533
 
 
 161
 533
 694
 (128) 1997 10/03/11 15 to 30 Years
KFCDavenport, IA (b) 441
 646
 
 
 441
 646
 1,087
 (196) 2002 10/03/11 15 to 30 Years
KFCIndependence, MO (b) 396
 1,074
 
 
 396
 1,074
 1,470
 (285) 1984 10/03/11 15 to 30 Years
KFCKansas City, KS (b) 594
 904
 
 
 594
 904
 1,498
 (254) 1999 10/03/11 15 to 30 Years
KFCLa Vista, NE (b) 499
 664
 
 
 499
 664
 1,163
 (172) 1992 10/03/11 15 to 30 Years
KFCOmaha, NE (b) 539
 380
 
 
 539
 380
 919
 (73) 2006 10/03/11 15 to 40 Years
KFCCalhoun, GA (b) 503
 713
 
 
 503
 713
 1,216
 (179) 1988 02/02/12 15 to 30 Years
KFCCovington, GA (b) 526
 665
 
 
 526
 665
 1,191
 (158) 2001 02/02/12 15 to 30 Years
KFCDecatur, GA (b) 677
 539
 
 
 677
 539
 1,216
 (132) 1989 02/02/12 15 to 30 Years
KFCHampton, GA (b) 568
 648
 
 
 568
 648
 1,216
 (154) 2002 02/02/12 15 to 30 Years
KFCJackson, GA (b) 467
 729
 
 
 467
 729
 1,196
 (202) 1992 02/02/12 15 to 30 Years
KFCMorrow, GA (b) 530
 568
 
 
 530
 568
 1,098
 (120) 2006 02/02/12 15 to 40 Years
KFCStockbridge, GA (b) 388
 353
 
 
 388
 353
 741
 (87) 2001 02/02/12 15 to 30 Years
KFCStone Mountain, GA (b) 379
 487
 
 
 379
 487
 866
 (114) 1986 02/02/12 15 to 30 Years
KFCKingston, PA (d) 521
 635
 
 
 521
 635
 1,156
 (82) 1978 11/18/14 15 to 30 Years
KFCBloomsburg, PA (d) 698
 823
 
 
 698
 823
 1,521
 (119) 1993 11/18/14 15 to 30 Years
KFCWilliamsport, PA (d) 864
 979
 
 
 864
 979
 1,843
 (128) 1966 11/18/14 15 to 30 Years
Kohl'sWichita, KS (d) 2,163
 7,036
 
 242
 2,163
 7,278
 9,441
 (1,311) 1996 07/17/13 8 to 36 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Penns Grove, NJ (a) 612
 1,564
 
 
 612
 1,564
 2,176
 (166) 2006 07/17/13 8 to 47 Years
 Pensacola, FL (a) 238
 564
 
 
 238
 564
 802
 (216) 1994 09/07/07 15 to 30 Years
 Pensacola, FL (a) 104
 333
 
 
 104
 333
 437
 (137) 1968 09/07/07 15 to 30 Years
 Pensacola, FL (a) 148
 459
 
 
 148
 459
 607
 (172) 1972 09/07/07 15 to 30 Years
 Pensacola, FL (a) 195
 569
 
 
 195
 569
 764
 (222) 1983 09/07/07 15 to 30 Years
 Pensacola, FL (a) 150
 575
 
 
 150
 575
 725
 (222) 1986 09/07/07 15 to 30 Years
 Phoenix, AZ (a) 956
 1,485
 
 
 956
 1,485
 2,441
 (38) 2015 06/24/16 5 to 40 Years
 Pinson, AL (a) 320
 916
 
 
 320
 916
 1,236
 (173) 2001 12/22/06 50 to 50 Years
 Port Orange, FL (a) 599
 967
 
 35
 599
 1,002
 1,601
 (23) 1997 06/24/16 30 to 30 Years
 Portage, MI (a) 423
 262
 
 
 423
 262
 685
 (46) 1985 06/23/14 15 to 20 Years
 Portland, ME (a) 650
 566
 
 
 650
 566
 1,216
 (282) 1993 06/30/09 13 to 28 Years
 Rainsville, AL (a) 251
 1,073
 
 
 251
 1,073
 1,324
 (133) 2005 07/17/13 7 to 42 Years
 Richmond Hill, GA (c) 418
 701
 
 
 418
 701
 1,119
 (14) 1995 07/22/16 7 to 30 Years
 Sarasota, FL (a) 386
 312
 
 141
 386
 453
 839
 (108) 1987 03/19/13 10 to 30 Years
 Sarasota, FL (a) 278
 312
 
 131
 278
 443
 721
 (97) 1987 03/19/13 10 to 30 Years
 Savannah, GA (c) 688
 492
 
 
 688
 492
 1,180
 (12) 1995 07/22/16 7 to 40 Years
 Scottsburg, IN (a) 238
 665
 
 
 238
 665
 903
 (83) 2006 07/17/13 8 to 43 Years
 Shelby Township, MI (a) 387
 355
 
 
 387
 355
 742
 (60) 1989 07/30/14 15 to 20 Years
 Spanish Fort, AL (a) 563
 607
 
 
 563
 607
 1,170
 (305) 1993 09/07/07 15 to 30 Years
 St Clair Shores, MI (a) 242
 272
 
 
 242
 272
 514
 (46) 1985 06/23/14 15 to 20 Years
 St. Francis, WI (a) 532
 1,557
 
 
 532
 1,557
 2,089
 (182) 2006 07/17/13 8 to 48 Years
 St. Louis, MO (c) 607
 505
 
 
 607
 505
 1,112
 (13) 1997 07/22/16 7 to 30 Years
 Suwanee, GA (a) 480
 1,350
 
 
 480
 1,350
 1,830
 (181) 1986 10/21/13 13 to 30 Years
 Tamarac, FL (a) 1,407
 2,660
 
 
 1,407
 2,660
 4,067
 (317) 1997 07/17/13 7 to 39 Years
 Tampa, FL (c) 721
 1,055
 
 
 721
 1,055
 1,776
 (17) 1997 07/22/16 7 to 40 Years
 Theodore, AL (c) 549
 755
 
 
 549
 755
 1,304
 (14) 1996 07/22/16 7 to 40 Years
 Trenton, OH (a) 324
 842
 
 
 324
 842
 1,166
 (104) 2003 07/17/13 7 to 47 Years
 Troy, MI (a) 322
 392
 
 
 322
 392
 714
 (61) 1984 06/23/14 15 to 20 Years
 Troy, MI (a) 281
 267
 
 
 281
 267
 548
 (26) 1989 12/03/14 15 to 30 Years
 Valdosta, GA (a) 376
 576
 
 
 376
 576
 952
 (236) 1996 11/30/07 15 to 30 Years
 Warren, AR (a) 217
 375
 
 
 217
 375
 592
 (56) 2006 03/31/14 13 to 30 Years
 Warren, MI (a) 409
 344
 
 
 409
 344
 753
 (54) 1986 07/30/14 15 to 20 Years
 Waterford, MI (a) 292
 362
 
 
 292
 362
 654
 (62) 1989 06/23/14 15 to 20 Years
 Waycross, GA (a) 380
 142
 
 
 380
 142
 522
 (41) 1998 12/10/13 15 to 30 Years
 Waynesboro, GA (c) 330
 1,015
 
 
 330
 1,015
 1,345
 (15) 1995 07/22/16 7 to 50 Years
 West Warwick, RI (a) 1,323
 2,917
 
 
 1,323
 2,917
 4,240
 (369) 1993 07/17/13 9 to 41 Years
 Wetumpka, AL (a) 185
 332
 
 
 185
 332
 517
 (34) 1995 06/24/14 12 to 30 Years
Kohl'sLake Zurich, IL (d) 4,860
 6,935
 
 
 4,860
 6,935
 11,795
 (1,648) 2000 07/17/13 7 to 32 Years
Kohl'sGrand Forks, ND (d) 1,516
 10,008
 
 
 1,516
 10,008
 11,524
 (1,271) 2006 07/17/13 9 to 46 Years
Kohl'sTilton, NH (d) 3,959
 
 
 
 3,959
 
 3,959
 
 (f) 07/17/13 (f)
Kohl'sOlathe, KS (d) 3,505
 5,847
 
 322
 3,505
 6,169
 9,674
 (1,303) 1995 07/17/13 9 to 35 Years
Kohl'sSherwood, AR (d) 2,300
 5,995
 
 
 2,300
 5,995
 8,295
 (886) 2003 02/23/15 8 to 30 Years
Krispy KremeBentonville, AR (a) 635
 900
 
 
 635
 900
 1,535
 (438) 2004 07/07/05 15 to 30 Years
Krispy KremeLittle Rock, AR (a) 917
 847
 
 
 917
 847
 1,764
 (430) 2004 07/07/05 15 to 30 Years
Krispy KremeLubbock, TX (a) 687
 856
 
 
 687
 856
 1,543
 (432) 2003 07/07/05 15 to 30 Years
Krispy KremeLone Tree, CO (a) 1,717
 1,117
 
 
 1,717
 1,117
 2,834
 (658) 2000 12/23/08 13 to 38 Years
KrogerLaGrange, GA (c) 972
 8,435
 
 
 972
 8,435
 9,407
 (1,739) 1998 07/17/13 4 to 25 Years
LA FitnessBrooklyn Park, MN (d) 3,176
 7,771
 
 
 3,176
 7,771
 10,947
 (1,404) 2008 07/17/13 10 to 35 Years
LA FitnessMatteson, IL (d) 4,587
 6,328
 
 
 4,587
 6,328
 10,915
 (1,159) 2007 07/17/13 10 to 34 Years
LA FitnessGreenwood, IN (c) 1,973
 9,764
 
 
 1,973
 9,764
 11,737
 (1,301) 2007 07/17/13 10 to 42 Years
LA FitnessLeague City, TX (c) 2,514
 6,767
 
 
 2,514
 6,767
 9,281
 (998) 2008 07/17/13 10 to 42 Years
LA FitnessNaperville, IL (c) 5,015
 6,946
 
 
 5,015
 6,946
 11,961
 (1,147) 2007 07/17/13 9 to 38 Years
LA FitnessClinton Township, MI (a) 5,430
 7,254
 (2,800) (1,157) 2,630
 6,097
 8,727
 (1,003) 1999 01/09/07 15 to 30 Years
LA FitnessWest Chester, OH (c) 606
 9,832
 
 
 606
 9,832
 10,438
 (1,152) 2009 07/17/13 7 to 43 Years
Ladybird AcademyLake Mary, FL (d) 1,209
 1,733
 
 851
 1,209
 2,584
 3,793
 (270) 2005 09/19/14 15 to 40 Years
Ladybird AcademySanford, FL (d) 1,028
 1,310
 
 
 1,028
 1,310
 2,338
 (203) 2003 09/19/14 15 to 40 Years
Ladybird AcademyOrlando, FL (d) 1,925
 2,529
 
 
 1,925
 2,529
 4,454
 (319) 2007 09/19/14 15 to 40 Years
Ladybird AcademyWindermere, FL (d) 2,912
 2,670
 
 
 2,912
 2,670
 5,582
 (363) 2011 09/19/14 15 to 40 Years
Ladybird AcademyWinter Springs, FL (d) 534
 746
 
 
 534
 746
 1,280
 (135) 1987 09/19/14 15 to 30 Years
Ladybird AcademyMcKinney, TX (d) 1,056
 6,696
 
 31
 1,056
 6,727
 7,783
 (305) 2015 01/29/16 17 to 50 Years
La-Z-BoyGlendale, AZ (d) 1,395
 4,242
 
 
 1,395
 4,242
 5,637
 (658) 2001 07/17/13 2 to 45 Years
La-Z-BoyNewington, CT (c) 1,778
 4,496
 
 
 1,778
 4,496
 6,274
 (596) 2006 07/17/13 8 to 45 Years
La-Z-BoyKentwood, MI (d) 1,145
 4,085
 
 
 1,145
 4,085
 5,230
 (585) 1987 07/17/13 4 to 38 Years
Lee's Famous Recipe ChickenXenia, OH (d) 384
 288
 
 
 384
 288
 672
 (46) 1985 08/21/15 15 to 20 Years
Lee's Famous Recipe ChickenDayton, OH (d) 467
 237
 
 
 467
 237
 704
 (37) 1984 08/21/15 15 to 20 Years
Lee's Famous Recipe ChickenMiamisburg, OH (d) 139
 262
 
 
 139
 262
 401
 (38) 1970 08/21/15 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Wiggins, MS (c) 279
 630
 
 
 279
 630
 909
 (12) 1965 07/22/16 7 to 30 Years
 Willingboro, NJ (a) 784
 1,369
 
 
 784
 1,369
 2,153
 (179) 2007 07/17/13 9 to 47 Years
 Woodstock, GA (a) 1,108
 1,281
 
 
 1,108
 1,281
 2,389
 (131) 1999 03/28/14 15 to 40 Years
 Ypislianti, MI (a) 1,107
 745
 
 
 1,107
 745
 1,852
 (109) 1999 06/23/14 15 to 30 Years
 Zeeland, MI (c) 490
 1,136
 
 
 490
 1,136
 1,626
 (125) 2005 07/17/13 7 to 47 Years
Lee's Famous Recipe ChickenEnglewood, OH (d) 235
 345
 
 
 235
 345
 580
 (38) 1988 08/21/15 15 to 30 Years
Lee's Famous Recipe ChickenTrotwood, OH (d) 281
 220
 
 
 281
 220
 501
 (39) 1971 08/21/15 15 to 20 Years
Lerner and RoweLas Vegas, NV (a) 430
 3,589
 
 
 430
 3,589
 4,019
 (347) 2002 09/30/13 15 to 50 Years
Lerner and RowePhoenix, AZ (a) 352
 2,435
 
 
 352
 2,435
 2,787
 (224) 1973 09/30/13 15 to 50 Years
Lerner and RoweMesa, AZ (a) 372
 1,398
 
 
 372
 1,398
 1,770
 (144) 2003 09/30/13 15 to 50 Years
Lerner and RoweBullhead City, AZ (a) 147
 489
 
 
 147
 489
 636
 (64) 1970 09/30/13 15 to 50 Years
Lerner and RoweChicago, IL (a) 186
 1,780
 
 
 186
 1,780
 1,966
 (151) 2007 09/30/13 50 to 50 Years
Liberty Oilfield Services, LLCGillette, WY (d) 1,520
 4,561
 
 
 1,520
 4,561
 6,081
 (552) 2001 12/30/14 15 to 40 Years
Liberty Oilfield Services, LLCHenderson, CO (d) 3,240
 5,720
 
 
 3,240
 5,720
 8,960
 (637) 1977 12/30/14 15 to 50 Years
Logan's RoadhouseJohnson City, TN (d) 1,331
 2,304
 
 
 1,331
 2,304
 3,635
 (492) 1996 07/17/13 12 to 30 Years
Logan's RoadhouseTrussville, AL (c) 1,222
 1,770
 (1,029) (1,499) 193
 271
 464
 (15) 2007 07/17/13 9 to 34 Years
Long John Silver'sCrossville, TN (a) 353
 382
 
 
 353
 382
 735
 (129) 1977 09/01/05 15 to 40 Years
Long John Silver'sMorristown, TN (a) 588
 781
 
 
 588
 781
 1,369
 (336) 1987 09/01/05 15 to 30 Years
Long John Silver'sOak Ridge, TN (a) 669
 548
 
 
 669
 548
 1,217
 (228) 1976 09/01/05 15 to 30 Years
Long John Silver'sHarriman, TN (a) 387
 502
 
 
 387
 502
 889
 (291) 1976 09/01/05 15 to 20 Years
Long John Silver'sKnoxville, TN (a) 332
 185
 
 
 332
 185
 517
 (132) 1977 09/01/05 15 to 20 Years
Long John Silver'sGreenville, TN (a) 289
 311
 
 
 289
 311
 600
 (341) 1972 09/01/05 10 to 15 Years
Long John Silver's / A&WHouston, TX (b) 1,329
 
 
 
 1,329
 
 1,329
 
 (f) 07/17/13 (f)
Lowe'sMidland, TX (d) 5,826
 6,633
 
 366
 5,826
 6,999
 12,825
 (1,546) 1996 07/17/13 2 to 35 Years
Lowe'sLubbock, TX (d) 2,644
 10,009
 
 480
 2,644
 10,489
 13,133
 (2,011) 1996 07/17/13 0 to 36 Years
Lowe'sCincinnati, OH (d) 6,086
 10,984
 
 
 6,086
 10,984
 17,070
 (2,676) 1998 07/17/13 4 to 28 Years
Lowe'sChester, NY (d) 6,432
 
 
 
 6,432
 
 6,432
 
 (f) 07/17/13 (f)
Lowe'sTilton, NH (d) 13,185
 
 
 
 13,185
 
 13,185
 
 (f) 07/17/13 (f)
MAACOPhoenix, AZ (d) 834
 1,206
 
 87
 834
 1,293
 2,127
 (47) 1989 03/31/17 10 to 30 Years
MAACOKingman, AZ (d) 265
 588
 
 
 265
 588
 853
 (26) 1977 03/31/17 10 to 30 Years
MAACOHouston, TX (d) 1,334
 579
 
 
 1,334
 579
 1,913
 (21) 1950 03/31/17 10 to 30 Years
MAACOTuscon, AZ (d) 333
 1,030
 
 
 333
 1,030
 1,363
 (37) 1999 03/31/17 10 to 30 Years
MAACODallas, TX (d) 265
 814
 
 
 265
 814
 1,079
 (29) 1987 03/31/17 10 to 30 Years
Main EventFort Worth, TX (d) 2,468
 5,418
 
 
 2,468
 5,418
 7,886
 (1,904) 2003 09/30/05 15 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Entertainment                      
 Addison, IL (c) 4,690
 6,692
 
 
 4,690
 6,692
 11,382
 (1,618) 1995 07/17/13 7 to 24 Years
 Augusta, GA (c) 1,081
 1,488
 
 
 1,081
 1,488
 2,569
 (161) 1998 09/30/15 10 to 20 Years
 Austin, TX (c) 4,425
 8,142
 
 
 4,425
 8,142
 12,567
 (2,724) 2005 09/30/05 15 to 40 Years
 Baton Rouge, LA (c) 1,076
 2,289
 
 
 1,076
 2,289
 3,365
 (100) 2015 11/13/15 10 to 40 Years
 Beaverton, OR (a) 5,608
 8,733
 
 
 5,608
 8,733
 14,341
 (704) 2010 06/30/14 15 to 40 Years
 Brentwood, TN (c) 2,292
 2,273
 
 2
 2,292
 2,275
 4,567
 (190) 1970 09/30/15 9 to 20 Years
 Clovis, CA (c) 1,117
 
 
 
 1,117
 
 1,117
 
 (f) 12/06/16 (f)
 Conroe, TX (c) 2,886
 5,763
 
 
 2,886
 5,763
 8,649
 (1,817) 2004 09/30/05 15 to 40 Years
 Flowood, MS (c) 900
 1,137
 
 
 900
 1,137
 2,037
 (90) 1995 11/13/15 9 to 20 Years
 Fort Worth, TX (c) 2,468
 5,418
 
 
 2,468
 5,418
 7,886
 (1,721) 2003 09/30/05 15 to 40 Years
 Grapevine, TX (c) 2,554
 5,377
 
 
 2,554
 5,377
 7,931
 (1,725) 2000 09/30/05 15 to 40 Years
 Jenison, MI (c) 1,111
 2,207
 
 
 1,111
 2,207
 3,318
 (721) 1999 07/17/13 3 to 22 Years
 Knoxville, TN (c) 1,509
 2,016
 188
 3,021
 1,697
 5,037
 6,734
 (107) 1987 12/10/15 40 to 60 Years
 Las Vegas, NV (b) 3,225
 30,483
 
 
 3,225
 30,483
 33,708
 (2,505) 2007 07/17/13 13 to 55 Years
 Lewisville, TX (c) 2,130
 4,630
 
 
 2,130
 4,630
 6,760
 (1,492) 1998 09/30/05 15 to 40 Years
 Marietta, GA (a) 3,908
 8,630
 (74) 
 3,834
 8,630
 12,464
 (3,373) 1992 07/01/05 15 to 30 Years
 Pflugerville, TX (a) 6,182
 1,349
 
 
 6,182
 1,349
 7,531
 (256) 2003 08/29/14 15 to 30 Years
 Plano, TX (c) 3,225
 6,302
 
 
 3,225
 6,302
 9,527
 (1,969) 2001 09/30/05 15 to 40 Years
 Rogers, AR (c) 635
 2,376
 
 
 635
 2,376
 3,011
 (117) 2014 09/30/15 9 to 40 Years
 Tampa, FL (c) 1,588
 6,134
 
 
 1,588
 6,134
 7,722
 (290) 1990 06/05/15 15 to 40 Years
 Vancouver, WA (a) 2,077
 9,395
 
 
 2,077
 9,395
 11,472
 (663) 2006 06/30/14 15 to 40 Years
 Wilmington, NC (c) 837
 1,429
 
 
 837
 1,429
 2,266
 (127) 2006 09/30/15 9 to 20 Years
Home Furnishings                      
 Abilene, TX (a) 1,316
 2,649
 
 
 1,316
 2,649
 3,965
 (921) 2000 05/19/05 15 to 40 Years
 Alpharetta, GA (c) 2,819
 3,139
 
 
 2,819
 3,139
 5,958
 (368) 2000 07/17/13 5 to 43 Years
 Amarillo, TX (c) 1,481
 4,999
 
 
 1,481
 4,999
 6,480
 (733) 2001 07/17/13 9 to 36 Years
 Anderson, SC (b) 870
 1,909
 
 
 870
 1,909
 2,779
 (274) 2006 07/17/13 8 to 40 Years
 Ashland, KY (a) 775
 2,037
 
 
 775
 2,037
 2,812
 (770) 1990 08/27/09 12 to 27 Years
 Ashland, KY (a) 629
 754
 
 
 629
 754
 1,383
 (329) 1993 08/27/09 12 to 27 Years
 Bensalem, PA (a) 1,653
 3,085
 
 
 1,653
 3,085
 4,738
 (1,240) 1987 01/03/07 15 to 30 Years
 Chillicothe, OH (a) 499
 2,296
 
 
 499
 2,296
 2,795
 (861) 1995 08/27/09 12 to 27 Years
 Columbia, SC (c) 596
 872
 
 216
 596
 1,088
 1,684
 (150) 1998 07/17/13 9 to 45 Years
 Douglasville, GA (c) 2,612
 4,840
 
 87
 2,612
 4,927
 7,539
 (1,042) 2006 07/17/13 4 to 39 Years
 Eau Claire, WI (a) 1,597
 6,964
 
 
 1,597
 6,964
 8,561
 (2,766) 2004 04/08/05 15 to 30 Years
 El Paso, TX (a) 1,536
 3,852
 
 
 1,536
 3,852
 5,388
 (1,552) 1973 07/01/05 14 to 30 Years
 Fairless Hills, PA (a) 3,655
 5,271
 
 
 3,655
 5,271
 8,926
 (2,237) 1994 01/03/07 15 to 30 Years
 Fargo, ND (c) 2,095
 8,525
 
 
 2,095
 8,525
 10,620
 (1,065) 2005 07/17/13 8 to 32 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Glendale, AZ (c) 1,395
 4,242
 
 
 1,395
 4,242
 5,637
 (534) 2001 07/17/13 2 to 45 Years
 Hermantown, MN (a) 1,881
 7,761
 
 
 1,881
 7,761
 9,642
 (2,295) 2003 04/08/05 15 to 40 Years
 Horseheads, NY (a) 1,376
 12,506
 
 
 1,376
 12,506
 13,882
 (339) 2005 10/06/15 15 to 50 Years
 Houston, TX (c) 2,150
 2,320
 
 1,601
 2,150
 3,921
 6,071
 (109) 1995 07/17/13 38 to 40 Years
 Hurricane, WV (a) 727
 3,005
 
 
 727
 3,005
 3,732
 (1,087) 1998 08/27/09 12 to 27 Years
 Independence, MO (b) 2,157
 2,597
 
 
 2,157
 2,597
 4,754
 (633) 1999 07/17/13 7 to 21 Years
 Johnson City, NY (a) 1,459
 10,433
 
 
 1,459
 10,433
 11,892
 (363) 1978 10/06/15 15 to 40 Years
 Kentwood, MI (c) 1,145
 4,085
 
 
 1,145
 4,085
 5,230
 (452) 1987 07/17/13 4 to 38 Years
 Maple Shade, NJ (c) 1,942
 3,792
 
 
 1,942
 3,792
 5,734
 (906) 1998 07/17/13 5 to 25 Years
 Morrisville, PA (a) 1,345
 8,288
 
 
 1,345
 8,288
 9,633
 (2,756) 2004 01/03/07 15 to 40 Years
 Newington, CT (b) 1,778
 4,496
 
 
 1,778
 4,496
 6,274
 (461) 2006 07/17/13 8 to 45 Years
 Parkersburg, WV (a) 1,800
 3,183
 
 
 1,800
 3,183
 4,983
 (1,338) 1976 08/27/09 12 to 27 Years
 Portsmouth, OH (a) 561
 1,563
 
 
 561
 1,563
 2,124
 (615) 1988 08/27/09 12 to 27 Years
 Reading, PA (c) 449
 3,222
 
 
 449
 3,222
 3,671
 (283) 1998 07/17/13 8 to 40 Years
 Salt Lake City, UT (b) 4,955
 18,250
 (3,205) (11,979) 1,750
 6,271
 8,021
 (1,693) 1989 07/17/13 3 to 40 Years
 South Point, OH (a) 848
 2,948
 
 
 848
 2,948
 3,796
 (1,091) 1990 08/27/09 12 to 27 Years
 St. Louis, MO (a) 785
 1,023
 
 
 785
 1,023
 1,808
 (114) 1996 08/30/13 15 to 40 Years
 Staunton, VA (c) 578
 2,062
 
 276
 578
 2,338
 2,916
 (550) 1988 07/17/13 5 to 20 Years
Main EventConroe, TX (d) 2,886
 5,763
 
 
 2,886
 5,763
 8,649
 (2,010) 2004 09/30/05 15 to 40 Years
Main EventAustin, TX (d) 4,425
 8,142
 
 
 4,425
 8,142
 12,567
 (3,014) 2005 09/30/05 15 to 40 Years
Main EventLewisville, TX (d) 2,130
 4,630
 
 
 2,130
 4,630
 6,760
 (1,650) 1998 09/30/05 15 to 40 Years
Main EventGrapevine, TX (d) 2,554
 5,377
 
 
 2,554
 5,377
 7,931
 (1,908) 2000 09/30/05 15 to 40 Years
Main EventPlano, TX (d) 3,225
 6,302
 
 
 3,225
 6,302
 9,527
 (2,178) 2001 09/30/05 15 to 40 Years
Main EventPittsburgh, PA (d) 3,099
 5,285
 
 1,586
 3,099
 6,871
 9,970
 (110) 2003 07/07/17 10 to 40 Years
Malibu BoatsMerced, CA (d) 3,456
 9,007
 
 
 3,456
 9,007
 12,463
 (3,390) 1998 03/31/08 15 to 30 Years
Education                      
 Alpena, MI (a) 236
 2,051
 (186) (1,751) 50
 300
 350
 
 1936 03/17/06 13 to 20 Years
 Arlington, TX (a) 365
 532
 
 
 365
 532
 897
 (126) 2006 07/17/13 10 to 33 Years
 Barrington, IL (a) 1,180
 5,939
 
 
 1,180
 5,939
 7,119
 (447) 2008 05/30/14 15 to 40 Years
 Burlington, NC (c) 306
 533
 
 
 306
 533
 839
 (2) 1971 12/13/16 7 to 20 Years
 Chattanoga, TN (a) 684
 841
 
 11
 684
 852
 1,536
 (10) 1999 09/28/16 10 to 30 Years
 Chicago, IL (a) 5,057
 5,939
 
 
 5,057
 5,939
 10,996
 (416) 2009 05/30/14 15 to 40 Years
 Columbus, GA (c) 342
 1,096
 
 30
 342
 1,126
 1,468
 (44) 2015 12/22/15 15 to 40 Years
 Columbus, OH (a) 417
 5,100
 
 849
 417
 5,949
 6,366
 (2,248) 1980 03/17/06 13 to 30 Years
 Columbus, OH (a) 1,069
 3,363
 330
 1,340
 1,399
 4,703
 6,102
 (2,590) 2004 03/17/06 13 to 20 Years
 Cuyahoga Falls, OH (a) 279
 727
 
 
 279
 727
 1,006
 (158) 1974 07/17/13 8 to 25 Years
 Dalton, GA (a) 396
 1,396
 
 
 396
 1,396
 1,792
 (24) 1996 06/29/16 10 to 40 Years
 Denton, TX (c) 627
 1,909
 
 
 627
 1,909
 2,536
 (116) 2000 07/17/15 15 to 30 Years
 Duluth, GA (a) 2,289
 4,274
 
 
 2,289
 4,274
 6,563
 (1,704) 2007 12/23/08 13 to 48 Years
 East Point, GA (c) 411
 1,279
 
 
 411
 1,279
 1,690
 (4) 2016 12/13/16 14 to 40 Years
 Elon, NC (c) 486
 846
 
 
 486
 846
 1,332
 (3) 1998 12/02/16 4 to 30 Years
 Evans, GA (c) 508
 640
 
 
 508
 640
 1,148
 (64) 2003 11/14/14 15 to 30 Years
Malibu BoatsLoudon, TN (d) 1,188
 4,904
 
 
 1,188
 4,904
 6,092
 (2,153) 1992 03/31/08 15 to 30 Years
Marcus TheatersArnold, MO (a) 3,275
 3,014
 
 
 3,275
 3,014
 6,289
 (1,222) 1999 07/17/13 5 to 21 Years
Markle Medical CenterWarren, IN (d) 220
 278
 
 
 220
 278
 498
 (79) 2007 08/18/14 4 to 20 Years
Martin'sKennesaw, GA (a) 907
 499
 
 
 907
 499
 1,406
 (267) 2001 02/28/06 15 to 40 Years
Martin'sDouglasville, GA (a) 712
 669
 
 
 712
 669
 1,381
 (275) 2003 02/28/06 15 to 40 Years
Martin'sMableton, GA (a) 454
 826
 
 
 454
 826
 1,280
 (341) 1987 02/28/06 15 to 30 Years
Martin'sCartersville, GA (a) 581
 730
 
 
 581
 730
 1,311
 (380) 1997 02/28/06 15 to 30 Years
Martin'sVilla Rica, GA (a) 807
 629
 
 
 807
 629
 1,436
 (351) 1999 02/28/06 15 to 30 Years
Martin'sCarrollton, GA (a) 508
 603
 
 
 508
 603
 1,111
 (258) 2000 02/28/06 15 to 40 Years
Martin'sCartersville, GA (a) 439
 451
 
 
 439
 451
 890
 (279) 1990 02/28/06 15 to 30 Years
Martin'sFloyd, GA (a) 973
 415
 
 
 973
 415
 1,388
 (198) 1993 02/28/06 15 to 30 Years
Martin'sMorrow, GA (a) 652
 450
 
 
 652
 450
 1,102
 (235) 1995 02/28/06 15 to 30 Years
Martin'sHiram, GA (a) 1,006
 1,142
 
 
 1,006
 1,142
 2,148
 (586) 1987 02/28/06 15 to 30 Years
Martin'sMarietta, GA (a) 797
 428
 
 
 797
 428
 1,225
 (273) 1990 02/28/06 15 to 30 Years
Martin'sDouglasville, GA (a) 764
 941
 
 
 764
 941
 1,705
 (428) 1990 02/28/06 15 to 30 Years
Martin'sAustell, GA (a) 838
 216
 
 
 838
 216
 1,054
 (241) 1962 02/28/06 15 to 20 Years
Martin'sMableton, GA (a) 634
 578
 
 
 634
 578
 1,212
 (264) 1981 02/28/06 15 to 30 Years
Martin'sNorcross, GA (a) 678
 402
 
 
 678
 402
 1,080
 (266) 1982 02/28/06 15 to 20 Years
Martin'sDouglasville, GA (a) 127
 
 
 210
 127
 210
 337
 
 (f) 11/14/14 (f)
Mattress FirmColumbia, SC (d) 596
 872
 
 216
 596
 1,088
 1,684
 (201) 1998 07/17/13 9 to 45 Years
Max & Erma'sMars, PA (a) 946
 2,221
 
 
 946
 2,221
 3,167
 (1,005) 1990 06/25/04 15 to 30 Years
Max & Erma'sPittsburgh, PA (a) 1,289
 1,871
 
 
 1,289
 1,871
 3,160
 (831) 1992 06/25/04 15 to 30 Years
Max & Erma'sHilliard, OH (a) 1,149
 1,291
 
 
 1,149
 1,291
 2,440
 (668) 1997 09/24/04 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Fort Worth, TX (c) 392
 871
 
 
 392
 871
 1,263
 (65) 2006 07/17/15 15 to 30 Years
 Ft. Walton Beach, FL (c) 200
 491
 
 
 200
 491
 691
 (37) 1977 02/27/15 15 to 30 Years
 Grand Prairie, TX (c) 1,057
 2,350
 
 
 1,057
 2,350
 3,407
 (164) 2007 07/17/15 15 to 30 Years
 Grand Rapids, MI (c) 393
 1,363
 
 
 393
 1,363
 1,756
 (107) 2001 03/20/15 5 to 30 Years
 Greensboro, NC (c) 360
 540
 
 
 360
 540
 900
 (2) 1949 12/02/16 9 to 30 Years
 Hampton, GA (c) 391
 460
 
 
 391
 460
 851
 (28) 2005 12/22/15 15 to 30 Years
 Henderson, NV (c) 2,757
 6,113
 
 
 2,757
 6,113
 8,870
 (580) 2010 05/16/14 15 to 40 Years
 High Point, NC (c) 206
 978
 
 
 206
 978
 1,184
 (39) 1981 12/22/15 15 to 30 Years
 Humble, TX (c) 2,108
 7,208
 
 
 2,108
 7,208
 9,316
 (829) 2012 12/10/13 15 to 40 Years
 Lake Mary, FL (c) 1,209
 1,733
 
 851
 1,209
 2,584
 3,793
 (172) 2005 09/19/14 15 to 40 Years
 Leawood, KS (a) 1,854
 3,914
 
 
 1,854
 3,914
 5,768
 (1,668) 1999 09/29/05 15 to 30 Years
 Lone Tree, CO (a) 2,020
 3,748
 
 
 2,020
 3,748
 5,768
 (1,534) 1999 09/29/05 15 to 30 Years
 Manchester Center, VT (a) 1,198
 4,688
 (911) (3,475) 287
 1,213
 1,500
 
 1935 12/07/05 14 to 40 Years
 Marietta, GA (a) 538
 792
 
 11
 538
 803
 1,341
 (10) 2009 09/28/16 11 to 30 Years
 McKinney, TX (c) 1,056
 6,696
 
 31
 1,056
 6,727
 7,783
 (146) 2015 01/29/16 17 to 50 Years
 Mesquite, TX (c) 2,534
 1,780
 
 
 2,534
 1,780
 4,314
 (476) 1996 07/17/13 8 to 23 Years
 Modesto, CA (a) 386
 664
 
 
 386
 664
 1,050
 (142) 1986 07/17/13 9 to 22 Years
 Morrisville, NC (c) 544
 1,378
 
 
 544
 1,378
 1,922
 (96) 2010 02/19/15 15 to 40 Years
 Mt. Laurel, NJ (a) 1,404
 5,655
 
 
 1,404
 5,655
 7,059
 (1,409) 2007 05/01/09 13 to 48 Years
 Nashville, TN (c) 2,461
 1,427
 
 
 2,461
 1,427
 3,888
 (89) 1976 03/27/15 15 to 40 Years
 Norcross, GA (c) 831
 624
 
 
 831
 624
 1,455
 (75) 1985 03/30/15 15 to 20 Years
 Oklahoma City, OK (a) 290
 341
 
 
 290
 341
 631
 (90) 1985 07/17/13 11 to 19 Years
 Orlando, FL (c) 1,925
 2,529
 
 
 1,925
 2,529
 4,454
 (221) 2007 09/19/14 15 to 40 Years
 Phoenix, AZ (a) 1,841
 3,582
 265
 22
 2,106
 3,604
 5,710
 (1,279) 1975 07/01/05 3 to 40 Years
 Pittsburgh, PA (a) 457
 693
 
 
 457
 693
 1,150
 (226) 1985 07/17/13 5 to 15 Years
 Riverdale, GA (a) 663
 1,336
 
 32
 663
 1,368
 2,031
 (27) 1998 06/29/16 10 to 40 Years
 Riverdale, GA (a) 436
 525
 
 
 436
 525
 961
 (11) 1965 06/29/16 10 to 40 Years
 Rochester, NY (a) 242
 539
 
 
 242
 539
 781
 (101) 1981 07/17/13 8 to 28 Years
 Romeoville, IL (a) 1,684
 5,676
 
 
 1,684
 5,676
 7,360
 (1,297) 2008 11/07/08 14 to 49 Years
 Sanford, FL (c) 1,028
 1,310
 
 
 1,028
 1,310
 2,338
 (140) 2003 09/19/14 15 to 40 Years
 Sanford, NC (c) 200
 611
 
 
 200
 611
 811
 (46) 2002 02/27/15 15 to 30 Years
 Stockbridge, GA (c) 533
 1,236
 
 (16) 533
 1,220
 1,753
 (121) 2000 10/31/14 15 to 30 Years
 The Woodlands, TX (c) 2,039
 7,154
 
 
 2,039
 7,154
 9,193
 (824) 2011 09/25/13 15 to 40 Years
 Warner Robins, GA (c) 431
 620
 
 
 431
 620
 1,051
 (69) 1995 02/27/15 15 to 20 Years
 Warrenville, IL (a) 2,542
 3,813
 
 
 2,542
 3,813
 6,355
 (1,701) 1999 09/29/05 15 to 30 Years
 Westmont, IL (a) 1,375
 5,087
 
 
 1,375
 5,087
 6,462
 (1,432) 2003 12/28/05 15 to 40 Years
Mealey's FurnitureBensalem, PA (a) 1,653
 3,085
 
 
 1,653
 3,085
 4,738
 (1,371) 1987 01/03/07 15 to 30 Years
Mealey's FurnitureFairless Hills, PA (a) 3,655
 5,271
 
 
 3,655
 5,271
 8,926
 (2,475) 1994 01/03/07 15 to 30 Years
Mealey's FurnitureMorrisville, PA (a) 1,345
 8,288
 
 
 1,345
 8,288
 9,633
 (3,049) 2004 01/03/07 15 to 40 Years
Meineke Car Care CenterLawrenceville, GA (a) 722
 976
 
 
 722
 976
 1,698
 (130) 2000 03/28/14 15 to 40 Years
Meineke Car Care CenterKennesaw, GA (a) 874
 1,270
 
 
 874
 1,270
 2,144
 (165) 1999 03/28/14 15 to 40 Years
Meineke Car Care CenterWoodstock, GA (a) 1,108
 1,281
 
 
 1,108
 1,281
 2,389
 (178) 1999 03/28/14 15 to 40 Years
Meineke Car Care CenterAcworth, GA (a) 823
 976
 
 
 823
 976
 1,799
 (127) 1999 03/28/14 15 to 40 Years
Memphis Contract PackagingSomerville, TN (d) 345
 537
 
 
 345
 537
 882
 (328) 2000 05/31/06 15 to 30 Years
Metaldyne BSMFremont, IN (a) 427
 2,176
 
 
 427
 2,176
 2,603
 (912) 1960 02/21/07 14 to 30 Years
Mills Fleet FarmWaite Park, MN (a) 4,919
 25,384
 
 54
 4,919
 25,438
 30,357
 (1,878) 1979 06/09/16 4 to 40 Years
Milo'sCalera, AL (b) 560
 912
 
 82
 560
 994
 1,554
 (229) 2008 03/29/13 8 to 29 Years
Milo'sPelham, AL (b) 605
 923
 
 55
 605
 978
 1,583
 (212) 1998 03/29/13 8 to 29 Years
Milo'sMoody, AL (b) 518
 800
 
 55
 518
 855
 1,373
 (191) 1997 03/29/13 8 to 29 Years
Milo'sGardendale, AL (b) 438
 841
 
 55
 438
 896
 1,334
 (191) 1996 03/29/13 8 to 29 Years
Milo'sBessemer, AL (b) 622
 983
 
 62
 622
 1,045
 1,667
 (224) 2002 03/29/13 8 to 29 Years
Milo'sBirmingham, AL (b) 321
 740
 
 48
 321
 788
 1,109
 (167) 1977 03/29/13 8 to 29 Years
Milo'sBirmingham, AL (b) 512
 983
 
 63
 512
 1,046
 1,558
 (225) 2002 03/29/13 8 to 29 Years
Milo'sTrussville, AL (b) 909
 892
 
 55
 909
 947
 1,856
 (233) 2000 03/29/13 8 to 29 Years
Milo'sHomewood, AL (a) 583
 839
 
 
 583
 839
 1,422
 (157) 2002 12/05/13 15 to 30 Years
Missoula Fresh MarketMissoula, MT (d) 2,510
 4,714
 
 
 2,510
 4,714
 7,224
 (534) 1999 03/11/15 15 to 30 Years
Missoula Fresh MarketMissoula, MT (d) 3,008
 5,168
 
 
 3,008
 5,168
 8,176
 (565) 2008 03/12/15 15 to 30 Years
Mister Car WashMeridian, ID (b) 1,923
 2,170
 536
 20
 2,459
 2,190
 4,649
 (656) 2006 05/15/13 15 to 30 Years
Mister Car WashBoise, ID (b) 2,155
 2,488
 
 
 2,155
 2,488
 4,643
 (702) 2004 05/15/13 15 to 30 Years
Mister Car WashBoise, ID (b) 217
 
 
 
 217
 
 217
 (9) (f) 05/15/13 (f)
Mister Car WashNampa, ID (b) 3,240
 2,343
 
 
 3,240
 2,343
 5,583
 (761) 2010 05/15/13 15 to 30 Years
Mister Car WashAlbuquerque, NM (a) 2,472
 2,117
 
 
 2,472
 2,117
 4,589
 (474) 2005 05/13/14 15 to 30 Years
Mister Car WashAlbuquerque, NM (a) 2,657
 3,225
 
 
 2,657
 3,225
 5,882
 (738) 1960 05/13/14 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Windermere, FL (c) 2,912
 2,670
 
 
 2,912
 2,670
 5,582
 (251) 2011 09/19/14 15 to 40 Years
 Winston-Salem, NC (c) 541
 659
 
 
 541
 659
 1,200
 (2) 1993 12/02/16 5 to 30 Years
 Winter Springs, FL (c) 534
 746
 
 
 534
 746
 1,280
 (94) 1987 09/19/14 15 to 30 Years
Mister Car WashAlbuquerque, NM (a) 1,151
 1,677
 
 
 1,151
 1,677
 2,828
 (326) 1976 05/13/14 15 to 30 Years
Mister Car WashAlbuquerque, NM (a) 1,563
 2,700
 
 
 1,563
 2,700
 4,263
 (431) 1994 05/13/14 15 to 30 Years
Mister Car WashAlbuquerque, NM (a) 2,586
 2,742
 
 
 2,586
 2,742
 5,328
 (516) 2002 05/13/14 15 to 30 Years
Mister Car WashMillersville, MD (d) 2,250
 1,636
 
 
 2,250
 1,636
 3,886
 (221) 2007 01/21/15 15 to 30 Years
Mister Car WashEdgewater, MD (d) 4,720
 1,460
 
 
 4,720
 1,460
 6,180
 (247) 2005 01/21/15 15 to 30 Years
Mister Car WashAbilene, TX (d) 2,733
 3,080
 
 
 2,733
 3,080
 5,813
 (386) 1993 04/07/15 15 to 30 Years
Mister Car WashMadison, WI (d) 564
 1,623
 
 
 564
 1,623
 2,187
 (153) 1956 06/30/15 15 to 30 Years
Mister Car WashMadison, WI (d) 611
 1,775
 
 
 611
 1,775
 2,386
 (199) 1958 06/30/15 15 to 30 Years
Mister Car WashMadison, WI (d) 905
 2,728
 
 
 905
 2,728
 3,633
 (278) 1961 06/30/15 15 to 30 Years
Mister Car WashRockford, IL (d) 705
 2,669
 
 
 705
 2,669
 3,374
 (252) 1959 06/30/15 15 to 30 Years
Mister Car WashRound Rock, TX (d) 1,167
 1,549
 
 
 1,167
 1,549
 2,716
 (196) 2009 05/07/15 15 to 30 Years
Mister Car WashOrlando, FL (d) 2,709
 2,728
 
 45
 2,709
 2,773
 5,482
 (255) 2001 02/09/16 13 to 30 Years
Mister Car WashOrlando, FL (d) 1,629
 1,895
 
 
 1,629
 1,895
 3,524
 (188) 2005 02/09/16 13 to 30 Years
Mister Car WashCasselberry, FL (d) 1,042
 2,406
 
 
 1,042
 2,406
 3,448
 (196) 1988 02/09/16 13 to 30 Years
Mister Car WashOcoee, FL (d) 2,128
 1,775
 
 18
 2,128
 1,793
 3,921
 (149) 2009 05/03/16 17 to 30 Years
Mister Car WashHouston, TX (a) 1,703
 1,221
 
 
 1,703
 1,221
 2,924
 (303) 1996 06/18/14 15 to 30 Years
Mister Car WashSaint Paul, MN (d) 5,274
 136
 
 67
 5,274
 203
 5,477
 (423) 1966 12/13/16 12 to 30 Years
Monterey's Tex MexAlvin, TX (a) 256
 585
 
 
 256
 585
 841
 (628) 1997 12/30/04 10 to 15 Years
Monterey's Tex MexHouston, TX (a) 585
 561
 
 
 585
 561
 1,146
 (628) 1979 12/30/04 10 to 15 Years
Monterey's Tex MexBryan, TX (a) 739
 700
 
 
 739
 700
 1,439
 (485) 1988 12/30/04 15 to 20 Years
Mountainside FitnessChandler, AZ (a) 1,028
 5,318
 
 
 1,028
 5,318
 6,346
 (726) 2002 07/17/13 8 to 40 Years
Multi-TenantLakewood, OH (d) 522
 2,053
 
 
 522
 2,053
 2,575
 (319) 1996 07/17/13 3 to 35 Years
Multi-TenantTopeka, KS (d) 542
 2,251
 
 
 542
 2,251
 2,793
 (275) 2006 07/17/13 3 to 48 Years
Multi-TenantVictoria, TX (d) 2,631
 7,710
 
 20
 2,631
 7,730
 10,361
 (1,498) 2006 07/17/13 3 to 43 Years
Multi-TenantCollierville, TN (d) 2,217
 14,205
 
 8
 2,217
 14,213
 16,430
 (2,160) 2002 07/17/13 3 to 45 Years
Multi-TenantPocatello, ID (c) 3,682
 10,658
 
 
 3,682
 10,658
 14,340
 (2,145) 2006 07/17/13 5 to 38 Years
Multi-TenantMaple Shade, NJ (d) 1,942
 3,792
 
 
 1,942
 3,792
 5,734
 (1,171) 1998 07/17/13 5 to 25 Years
Multi-TenantBroadview, IL (d) 12,392
 32,193
 
 644
 12,392
 32,837
 45,229
 (7,125) 1994 07/17/13 2 to 30 Years
Multi-TenantBedford Park, IL (c) 10,242
 11,839
 
 
 10,242
 11,839
 22,081
 (3,560) 1993 07/17/13 7 to 20 Years
Multi-TenantWhiteville, NC (d) 1,119
 1,676
 
 
 1,119
 1,676
 2,795
 (722) 1988 07/17/13 7 to 30 Years
Multi-TenantKennesaw, GA (d) 3,560
 23,583
 
 
 3,560
 23,583
 27,143
 (2,956) 1996 07/17/13 8 to 45 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Building Materials                      
 Aiken, SC (a) 108
 265
 
 
 108
 265
 373
 (139) 1985 05/01/05 15 to 20 Years
 Ankeny, IA (c) 687
 2,162
 
 
 687
 2,162
 2,849
 (289) 2006 07/17/13 8 to 43 Years
 Auburn, AL (b) 884
 1,530
 
 
 884
 1,530
 2,414
 (275) 2007 07/17/13 10 to 32 Years
 Baldwinsville, NY (b) 1,105
 2,008
 
 
 1,105
 2,008
 3,113
 (407) 2005 07/17/13 11 to 37 Years
 Baytown, TX (c) 1,440
 1,712
 
 
 1,440
 1,712
 3,152
 (293) 2007 07/17/13 9 to 39 Years
 Bowling Green, KY (a) 136
 228
 
 
 136
 228
 364
 (101) 1993 05/01/05 15 to 30 Years
 Carroll, OH (c) 1,144
 4,557
 
 
 1,144
 4,557
 5,701
 (831) 1976 07/17/13 3 to 30 Years
 Charlotte, NC (c) 4,582
 6,511
 
 
 4,582
 6,511
 11,093
 (1,325) 2007 07/17/13 10 to 26 Years
 Clovis, NM (a) 1,704
 1,342
 
 
 1,704
 1,342
 3,046
 (361) 2007 07/17/13 9 to 33 Years
 Cohasset, MN (b) 334
 1,134
 
 
 334
 1,134
 1,468
 (236) 2007 07/17/13 10 to 26 Years
 Conroe, TX (a) 492
 723
 
 
 492
 723
 1,215
 (329) 1999 07/01/05 14 to 30 Years
 Corpus Christi, TX (c) 1,790
 1,267
 
 
 1,790
 1,267
 3,057
 (260) 2014 09/30/14 11 to 30 Years
 Crockett, TX (c) 835
 1,591
 
 
 835
 1,591
 2,426
 (315) 2006 07/17/13 8 to 36 Years
 D'Iberville, MS (a) 250
 339
 
 
 250
 339
 589
 (197) 1984 05/01/05 15 to 20 Years
 Ellettsville, IN (b) 894
 1,872
 
 
 894
 1,872
 2,766
 (302) 2010 07/17/13 11 to 47 Years
 Fairview, TN (b) 975
 2,274
 
 
 975
 2,274
 3,249
 (318) 2007 07/17/13 8 to 47 Years
 Florence, SC (a) 221
 174
 
 
 221
 174
 395
 (211) 1974 05/01/05 10 to 15 Years
 Fort Myers, FL (a) 641
 1,069
 
 
 641
 1,069
 1,710
 (545) 1999 07/01/05 14 to 30 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Fredericksburg, TX (c) 1,194
 1,636
 
 
 1,194
 1,636
 2,830
 (300) 2007 07/17/13 8 to 42 Years
 Front Royal, VA (b) 7,257
 35,711
 
 
 7,257
 35,711
��42,968
 (5,939) 2007 07/17/13 9 to 34 Years
 Greenville, SC (a) 344
 210
 
 
 344
 210
 554
 (255) 1981 05/01/05 9 to 15 Years
 Greer, SC (a) 268
 236
 
 
 268
 236
 504
 (159) 1993 05/01/05 15 to 30 Years
 Hickory, NC (a) 199
 262
 
 
 199
 262
 461
 (190) 1989 05/01/05 15 to 20 Years
 Indianapolis, IN (a) 607
 520
 
 
 607
 520
 1,127
 (343) 1990 05/01/05 15 to 20 Years
 Jacksonville, FL (a) 339
 226
 
 
 339
 226
 565
 (187) 1987 07/01/05 15 to 20 Years
 Jacksonville, FL (a) 963
 1,007
 
 
 963
 1,007
 1,970
 (917) 2001 07/01/05 9 to 20 Years
 Knoxville, TN (a) 259
 111
 
 
 259
 111
 370
 (171) 1981 05/01/05 10 to 15 Years
 La Grange, KY (b) 1,524
 1,871
 
 
 1,524
 1,871
 3,395
 (278) 2008 07/17/13 10 to 48 Years
 La Grange, TX (c) 822
 1,953
 
 
 822
 1,953
 2,775
 (335) 2006 07/17/13 8 to 40 Years
 Lakeland, FL (a) 1,098
 1,281
 
 
 1,098
 1,281
 2,379
 (876) 1984 07/01/05 14 to 20 Years
 Lawrenceville, GA (a) 500
 237
 
 
 500
 237
 737
 (191) 1996 05/01/05 15 to 30 Years
 Livingston, TX (c) 1,893
 1,134
 
 
 1,893
 1,134
 3,027
 (315) 2006 07/17/13 8 to 33 Years
 Lowville, NY (b) 791
 1,659
 
 
 791
 1,659
 2,450
 (256) 2010 07/17/13 12 to 42 Years
 Malone, NY (b) 793
 1,677
 
 
 793
 1,677
 2,470
 (291) 2010 07/17/13 11 to 42 Years
 Marinette, WI (c) 1,236
 1,611
 
 
 1,236
 1,611
 2,847
 (307) 2006 07/17/13 8 to 38 Years
 Martinsburg, WV (a) 173
 20
 
 
 173
 20
 193
 (46) 1972 05/01/05 10 to 15 Years
 Mattoon, IL (a) 233
 263
 
 
 233
 263
 496
 (202) 1984 05/01/05 15 to 20 Years
 Mountain Home, AR (a) 944
 690
 
 
 944
 690
 1,634
 (227) 1977 03/31/14 6 to 15 Years
 Mt. Sterling, KY (c) 1,785
 1,051
 
 
 1,785
 1,051
 2,836
 (292) 2011 07/17/13 12 to 38 Years
 Navasota, TX (c) 1,013
 1,772
 
 
 1,013
 1,772
 2,785
 (333) 2006 07/17/13 8 to 41 Years
 New Braunfels, TX (c) 1,257
 1,778
 
 
 1,257
 1,778
 3,035
 (300) 2006 07/17/13 7 to 38 Years
 Ocala, FL (c) 2,260
 4,709
 
 
 2,260
 4,709
 6,969
 (835) 2006 07/17/13 8 to 46 Years
 Parkersburg, WV (c) 966
 1,843
 
 
 966
 1,843
 2,809
 (318) 2005 07/17/13 7 to 37 Years
 Paw Paw, MI (c) 1,517
 1,619
 
 
 1,517
 1,619
 3,136
 (364) 2006 07/17/13 8 to 33 Years
 Pocahontas, AR (a) 361
 471
 
 
 361
 471
 832
 (110) 1986 03/31/14 7 to 20 Years
 Pompano Beach, FL (a) 1,144
 337
 
 
 1,144
 337
 1,481
 (228) 1990 07/01/05 15 to 30 Years
 Powhatan, VA (c) 4,342
 2,963
 
 
 4,342
 2,963
 7,305
 (1,260) 2007 07/17/13 10 to 31 Years
 Prior Lake, MN (c) 1,998
 2,454
 
 
 1,998
 2,454
 4,452
 (499) 1991 07/17/13 7 to 26 Years
 Riviera Beach, FL (a) 500
 170
 
 
 500
 170
 670
 (141) 1987 07/01/05 15 to 20 Years
 Roanoke, VA (a) 333
 124
 
 
 333
 124
 457
 (171) 1975 05/01/05 10 to 15 Years
 Rockford, MN (c) 1,298
 2,652
 
 
 1,298
 2,652
 3,950
 (404) 2007 07/17/13 9 to 43 Years
 Rome, NY (c) 1,326
 1,110
 
 
 1,326
 1,110
 2,436
 (261) 2007 07/17/13 9 to 34 Years
 Salisbury, MD (c) 4,210
 6,613
 
 
 4,210
 6,613
 10,823
 (1,669) 2007 07/17/13 10 to 27 Years
Multi-TenantAlcoa, TN (d) 918
 3,170
 
 
 918
 3,170
 4,088
 (452) 1999 07/17/13 8 to 40 Years
Multi-TenantBridgeton, MO (d) 11,464
 9,907
 
 
 11,464
 9,907
 21,371
 (3,299) 1991 07/17/13 7 to 25 Years
Multi-TenantStaunton, VA (d) 578
 2,063
 
 358
 578
 2,421
 2,999
 (724) 1988 07/17/13 5 to 20 Years
Multi-TenantIndependence, MO (c) 2,157
 2,597
 
 
 2,157
 2,597
 4,754
 (819) 1999 07/17/13 7 to 21 Years
Multi-TenantDouglasville, GA (d) 2,612
 4,840
 
 87
 2,612
 4,927
 7,539
 (1,348) 2006 07/17/13 4 to 39 Years
Multi-TenantBald Knob, AR (a) 328
 327
 
 
 328
 327
 655
 (138) 1971 03/31/14 1 to 15 Years
Multi-TenantOxford, MS (a) 1,416
 4,451
 
 
 1,416
 4,451
 5,867
 (499) 2001 05/15/14 15 to 40 Years
Multi-TenantCollierville, TN (d) 1,114
 6,726
 
 
 1,114
 6,726
 7,840
 (1,302) 2002 07/17/13 9 to 49 Years
Multi-TenantFountain Valley, CA (d) 9,470
 13,326
 
 
 9,470
 13,326
 22,796
 (1,745) 1968 12/30/14 11 to 30 Years
Multi-TenantLouisville, KY (d) 2,205
 3,551
 
 
 2,205
 3,551
 5,756
 (518) 1995 11/02/15 9 to 20 Years
Multi-TenantSalt Lake City, UT (d) 4,955
 18,250
 (3,205) (11,979) 1,750
 6,271
 8,021
 (1,925) 1989 07/17/13 3 to 40 Years
Multi-TenantBay City, TX (d) 1,192
 3,249
 
 (9) 1,192
 3,240
 4,432
 (1,118) 1990 07/17/13 7 to 20 Years
Multi-TenantBethany, MO (d) 648
 379
 
 
 648
 379
 1,027
 (353) 1974 05/31/06 15 to 20 Years
Multi-TenantColumbia, SC (d) 2,095
 16,191
 (627) (1,136) 1,468
 15,055
 16,523
 (7,239) 1988 09/09/05 5 to 29 Years
NAPANorth Little Rock, AR (a) 244
 311
 
 
 244
 311
 555
 (56) 2001 03/31/14 2 to 30 Years
National Paintball SupplySewell, NJ (a) 858
 8,418
 (431) (3,915) 427
 4,503
 4,930
 (79) 2000 11/17/06 5 to 40 Years
Neighbor's Emergency CenterEl Paso, TX (d) 891
 3,555
 (716) (2,867) 175
 688
 863
 
 2015 06/20/16 11 to 50 Years
Neighbor's Emergency CenterMidland, TX (d) 3,074
 2,033
 
 
 3,074
 2,033
 5,107
 (119) 2015 06/20/16 11 to 50 Years
Neighbor's Emergency CenterOrange, TX (d) 389
 2,090
 
 
 389
 2,090
 2,479
 (105) 2015 06/20/16 10 to 50 Years
Neighbor's Emergency CenterTyler, TX (d) 1,527
 2,374
 (997) (1,569) 530
 805
 1,335
 
 2015 06/20/16 11 to 50 Years
NextCare Urgent CareRound Rock, TX (d) 271
 728
 
 
 271
 728
 999
 (88) 1985 08/18/14 8 to 40 Years
NormsHuntington Park, CA (a) 1,822
 1,211
 
 
 1,822
 1,211
 3,033
 (179) 1957 12/19/14 15 to 30 Years
NormsBellflower, CA (a) 1,284
 1,636
 
 
 1,284
 1,636
 2,920
 (209) 1970 12/19/14 15 to 30 Years
NormsWhittier, CA (a) 1,439
 1,874
 
 
 1,439
 1,874
 3,313
 (199) 1991 12/19/14 15 to 40 Years
NormsTorrance, CA (a) 3,509
 2,754
 
 
 3,509
 2,754
 6,263
 (308) 1998 12/19/14 15 to 40 Years
NormsClaremont, CA (a) 2,764
 2,919
 
 
 2,764
 2,919
 5,683
 (360) 2011 12/19/14 15 to 40 Years
NormsSanta Ana, CA (a) 2,112
 1,501
 
 
 2,112
 1,501
 3,613
 (206) 1976 12/19/14 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Sebring, FL (a) 318
 291
 
 
 318
 291
 609
 (195) 1982 07/01/05 15 to 20 Years
 Shallotte, NC (b) 705
 1,794
 
 
 705
 1,794
 2,499
 (330) 2006 07/17/13 10 to 30 Years
 Spokane, WA (a) 518
 193
 
 
 518
 193
 711
 (168) 1998 05/01/05 15 to 30 Years
 Statesville, NC (a) 614
 355
 
 
 614
 355
 969
 (406) 1976 05/01/05 9 to 15 Years
 Tontitown, AR (a) 230
 92
 
 
 230
 92
 322
 (82) 1987 05/01/05 15 to 20 Years
 West Columbia, SC (a) 324
 108
 
 
 324
 108
 432
 (80) 1989 05/01/05 15 to 20 Years
 West Columbia, SC (a) 262
 598
 
 
 262
 598
 860
 (343) 1984 05/01/05 9 to 20 Years
 Wilmington, NC (a) 370
 122
 
 
 370
 122
 492
 (100) 1987 05/01/05 15 to 20 Years
NormsDowney, CA (a) 2,329
 2,526
 
 
 2,329
 2,526
 4,855
 (278) 1993 12/19/14 15 to 40 Years
NormsRiverside, CA (a) 1,988
 1,211
 
 
 1,988
 1,211
 3,199
 (204) 2002 12/19/14 15 to 30 Years
NormsPico Rivera, CA (a) 2,785
 3,126
 
 
 2,785
 3,126
 5,911
 (346) 2014 12/19/14 15 to 40 Years
NormsBellflower, CA (a) 1,273
 1,501
 
 
 1,273
 1,501
 2,774
 (138) 1981 12/19/14 15 to 50 Years
Northern Tool & EquipmentBlaine, MN (d) 1,728
 3,437
 
 
 1,728
 3,437
 5,165
 (525) 2006 07/17/13 8 to 43 Years
Office DepotDayton, OH (d) 710
 2,417
 
 
 710
 2,417
 3,127
 (331) 2005 07/17/13 8 to 47 Years
Office DepotGreenville, MS (d) 583
 2,315
 
 
 583
 2,315
 2,898
 (371) 2000 07/17/13 1 to 35 Years
Office DepotOxford, MS (d) 1,625
 1,024
 
 
 1,625
 1,024
 2,649
 (245) 2006 07/17/13 9 to 33 Years
Office DepotEnterprise, AL (d) 675
 2,239
 
 
 675
 2,239
 2,914
 (333) 2006 07/17/13 8 to 43 Years
Office DepotBenton, AR (d) 1,236
 1,926
 
 
 1,236
 1,926
 3,162
 (335) 2001 07/17/13 3 to 38 Years
Office DepotLaurel, MS (d) 401
 2,164
 
 300
 401
 2,464
 2,865
 (352) 2002 07/17/13 3 to 35 Years
Office DepotMorrisville, NC (d) 408
 2,732
 
 
 408
 2,732
 3,140
 (354) 2008 07/17/13 11 to 47 Years
Office DepotBalcones Heights, TX (c) 1,888
 2,117
 
 
 1,888
 2,117
 4,005
 (328) 2009 07/17/13 11 to 46 Years
Office MaxOrangeburg, SC (d) 621
 2,208
 
 
 621
 2,208
 2,829
 (308) 1999 07/17/13 0 to 45 Years
Ogden ClinicOgden, UT (d) 597
 2,331
 
 
 597
 2,331
 2,928
 (378) 1985 08/18/14 7 to 30 Years
Ojos Locos Sports CantinaSan Antonio, TX (a) 1,204
 519
 
 
 1,204
 519
 1,723
 (65) 1993 09/26/13 30 to 30 Years
Ojos Locos Sports CantinaEl Paso, TX (d) 1,725
 1,470
 
 
 1,725
 1,470
 3,195
 (189) 2014 04/15/15 15 to 30 Years
Old Mexico CantinaGadsden, AL (a) 626
 1,439
 (229) (506) 397
 933
 1,330
 (324) 2007 12/21/07 10 to 50 Years
Old Time PotteryFairview Heights, IL (d) 1,418
 2,383
 
 521
 1,418
 2,904
 4,322
 (1,456) 1990 07/17/13��0 to 10 Years
Old Time PotteryFoley, AL (d) 1,240
 2,983
 
 
 1,240
 2,983
 4,223
 (494) 1994 05/08/15 9 to 20 Years
Old Time PotteryMurfreesboro, TN (d) 3,413
 6,727
 
 
 3,413
 6,727
 10,140
 (1,080) 1985 02/25/15 9 to 20 Years
Oregano's Pizza BistroPhoenix, AZ (a) 787
 663
 
 
 787
 663
 1,450
 (236) 1964 10/28/11 14 to 29 Years
Oregano's Pizza BistroMesa, AZ (a) 675
 911
 
 
 675
 911
 1,586
 (241) 1978 10/28/11 14 to 39 Years
Oregano's Pizza BistroGilbert, AZ (a) 643
 1,669
 
 
 643
 1,669
 2,312
 (363) 2006 10/28/11 14 to 39 Years
O'Reilly Auto PartsDallas, TX (d) 3,975
 
 
 
 3,975
 
 3,975
 
 (f) 07/17/13 (f)
O'Reilly Auto PartsWarren, AR (a) 217
 375
 
 
 217
 375
 592
 (76) 2006 03/31/14 13 to 30 Years
O'Reilly Auto PartsPea Ridge, AR (a) 217
 
 
 
 217
 
 217
 
 (f) 03/31/14 (f)
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Apparel                      
 Canton, MA (c) 28,693
 27,813
 
 
 28,693
 27,813
 56,506
 (9,384) 1962 02/01/06 15 to 30 Years
 Collierville, TN (c) 1,114
 6,726
 
 
 1,114
 6,726
 7,840
 (1,007) 2002 07/17/13 9 to 49 Years
 Fairview Heights, IL (b) 8,637
 23,418
 
 223
 8,637
 23,641
 32,278
 (4,103) 1999 07/17/13 5 to 39 Years
 Grand Forks, ND (c) 1,516
 10,008
 
 
 1,516
 10,008
 11,524
 (983) 2006 07/17/13 9 to 46 Years
 Lake Zurich, IL (b) 4,860
 6,935
 
 
 4,860
 6,935
 11,795
 (1,275) 2000 07/17/13 7 to 32 Years
 Lenexa, KS (c) 919
 2,476
 
 
 919
 2,476
 3,395
 (270) 2005 07/17/13 2 to 47 Years
 Olathe, KS (c) 3,505
 5,847
 
 321
 3,505
 6,168
 9,673
 (1,005) 1995 07/17/13 9 to 35 Years
 Sherwood, AR (c) 2,300
 5,995
 
 
 2,300
 5,995
 8,295
 (576) 2003 02/23/15 8 to 30 Years
 Tilton, NH (c) 3,959
 
 
 
 3,959
 
 3,959
 
 (f) 07/17/13 (f)
 Tilton, NH (b) 7,420
 19,608
 
 
 7,420
 19,608
 27,028
 (4,264) 1998 07/17/13 8 to 25 Years
 Topeka, KS (c) 542
 2,251
 
 
 542
 2,251
 2,793
 (216) 2006 07/17/13 3 to 48 Years
 Victoria, TX (c) 2,631
 7,710
 
 20
 2,631
 7,730
 10,361
 (1,228) 2006 07/17/13 3 to 43 Years
 Voorhees, NJ (a) 2,027
 6,776
 
 
 2,027
 6,776
 8,803
 (1,789) 1970 07/17/13 5 to 20 Years
 Wichita, KS (c) 2,163
 7,036
 
 
 2,163
 7,036
 9,199
 (1,013) 1996 07/17/13 8 to 36 Years
Specialty Retail                        
 Algonquin, IL (a) 4,171
 5,613
 
 
 4,171
 5,613
 9,784
 (1,755) 2007 04/30/09 13 to 38 Years
 Alpharetta, GA (a) 2,497
 2,160
 
 
 2,497
 2,160
 4,657
 (1,135) 1994 07/01/05 15 to 30 Years
 Alpharetta, GA (a) 4,079
 1,948
 
 
 4,079
 1,948
 6,027
 (1,431) 1983 07/01/05 15 to 20 Years
 Atlanta, GA (a) 4,863
 815
 
 
 4,863
 815
 5,678
 (710) 1970 07/01/05 15 to 20 Years
 Aurora, IL (a) 1,979
 4,111
 
 
 1,979
 4,111
 6,090
 (1,510) 1989 04/30/09 13 to 28 Years
 Avon, OH (a) 1,550
 2,749
 
 
 1,550
 2,749
 4,299
 (896) 2007 04/30/09 13 to 38 Years
 Batavia, IL (a) 1,857
 3,441
 
 
 1,857
 3,441
 5,298
 (1,343) 2001 04/30/09 13 to 28 Years
 Broomfield, CO (c) 4,538
 4,675
 
 
 4,538
 4,675
 9,213
 (141) 1995 08/01/16 9 to 20 Years
 Buford, GA (c) 1,940
 4,704
 
 
 1,940
 4,704
 6,644
 (93) 1984 08/01/16 8 to 30 Years
 Caldwell, ID (c) 470
 1,739
 
 
 470
 1,739
 2,209
 (63) 2009 07/31/15 15 to 50 Years
 Corpus Christi, TX (c) 3,734
 4,949
 
 
 3,734
 4,949
 8,683
 (166) 1986 08/01/16 8 to 20 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Davenport, IA (a) 2,823
 4,475
 
 
 2,823
 4,475
 7,298
 (1,550) 2007 04/30/09 13 to 38 Years
 Downers Grove, IL (a) 1,772
 2,227
 
 
 1,772
 2,227
 3,999
 (943) 1994 04/30/09 13 to 28 Years
 Gurnee, IL (a) 767
 1,632
 
 
 767
 1,632
 2,399
 (699) 1999 04/30/09 13 to 28 Years
 Jenison, MI (c) 2,303
 5,743
 
 88
 2,303
 5,831
 8,134
 (119) 1989 08/01/16 8 to 30 Years
 Joliet, IL (a) 1,700
 5,698
 
 
 1,700
 5,698
 7,398
 (1,653) 2004 04/30/09 13 to 38 Years
 Louisville, KY (c) 4,726
 5,211
 
 
 4,726
 5,211
 9,937
 (3) 1984 12/20/16 9 to 20 Years
 Loves Park, IL (a) 1,551
 6,447
 
 
 1,551
 6,447
 7,998
 (1,797) 2004 04/30/09 13 to 38 Years
 Lubbock, TX (a) 4,585
 4,550
 
 
 4,585
 4,550
 9,135
 (53) 1985 11/15/16 8 to 20 Years
 Marietta, GA (a) 4,675
 854
 
 
 4,675
 854
 5,529
 (737) 1996 07/01/05 15 to 30 Years
 Marietta, GA (a) 2,610
 865
 
 
 2,610
 865
 3,475
 (709) 1977 07/01/05 15 to 20 Years
 Merrillville, IN (a) 1,324
 3,975
 
 
 1,324
 3,975
 5,299
 (1,569) 1986 04/30/09 13 to 28 Years
 Mesa, AZ (c) 4,067
 4,322
 
 
 4,067
 4,322
 8,389
 (2) 2002 12/20/16 10 to 20 Years
 Mundelein, IL (a) 1,991
 4,308
 
 
 1,991
 4,308
 6,299
 (1,646) 2002 04/30/09 13 to 28 Years
 Peoria, IL (a) 2,497
 4,401
 
 
 2,497
 4,401
 6,898
 (1,473) 2004 04/30/09 13 to 38 Years
 Rapid City, SD (c) 575
 2,568
 
 
 575
 2,568
 3,143
 (326) 2001 07/17/13 2 to 45 Years
 Schaumburg, IL (a) 2,067
 2,632
 
 
 2,067
 2,632
 4,699
 (1,047) 2002 04/30/09 13 to 28 Years
 Spokane, WA (c) 970
 1,945
 
 
 970
 1,945
 2,915
 (83) 1994 07/31/15 15 to 40 Years
 Summerfield, FL (c) 3,059
 3,949
 
 
 3,059
 3,949
 7,008
 (86) 2004 08/29/16 13 to 30 Years
 Tinley Park, IL (a) 1,108
 2,091
 
 
 1,108
 2,091
 3,199
 (780) 1990 04/30/09 13 to 28 Years
Orscheln Farm and HomeMountain Home, AR (a) 944
 690
 
 
 944
 690
 1,634
 (309) 1977 03/31/14 6 to 15 Years
Orscheln Farm and HomePocahontas, AR (a) 361
 471
 
 
 361
 471
 832
 (150) 1986 03/31/14 7 to 20 Years
Pawn ISpokane, WA (d) 970
 1,945
 
 
 970
 1,945
 2,915
 (142) 1994 07/31/15 15 to 40 Years
Pawn ICaldwell, ID (d) 470
 1,739
 
 
 470
 1,739
 2,209
 (108) 2009 07/31/15 15 to 50 Years
Pep BoysClarksville, IN (b) 1,055
 1,758
 
 
 1,055
 1,758
 2,813
 (373) 1993 07/17/13 8 to 30 Years
Pep BoysEl Centro, CA (b) 1,295
 1,504
 
 
 1,295
 1,504
 2,799
 (330) 1998 07/17/13 9 to 33 Years
Pep BoysFrederick, MD (b) 1,571
 2,529
 
 ���
 1,571
 2,529
 4,100
 (413) 1987 07/17/13 9 to 40 Years
Pep BoysHampton, VA (b) 1,662
 2,974
 
 
 1,662
 2,974
 4,636
 (579) 1993 07/17/13 9 to 35 Years
Pep BoysLakeland, FL (b) 1,204
 1,917
 
 
 1,204
 1,917
 3,121
 (333) 1991 07/17/13 7 to 38 Years
Pep BoysOrem, UT (b) 1,224
 2,132
 
 
 1,224
 2,132
 3,356
 (359) 1990 07/17/13 9 to 40 Years
Pep BoysPasadena, TX (b) 1,224
 4,263
 
 
 1,224
 4,263
 5,487
 (631) 1995 07/17/13 9 to 40 Years
Pep BoysTamarac, FL (b) 1,407
 2,660
 
 
 1,407
 2,660
 4,067
 (409) 1997 07/17/13 7 to 39 Years
Pep BoysWest Warwick, RI (b) 1,323
 2,917
 
 
 1,323
 2,917
 4,240
 (477) 1993 07/17/13 9 to 41 Years
Pep BoysAlbuquerque, NM (b) 885
 2,998
 
 
 885
 2,998
 3,883
 (453) 1990 07/17/13 7 to 35 Years
Pep BoysArlington Heights, IL (b) 1,530
 5,354
 
 
 1,530
 5,354
 6,884
 (802) 1995 07/17/13 9 to 36 Years
Pep BoysColorado Springs, CO (b) 1,335
 1,587
 
 
 1,335
 1,587
 2,922
 (476) 1994 07/17/13 7 to 26 Years
Perkins Family RestaurantMiddleburg Heights, OH (a) 1,456
 793
 
 
 1,456
 793
 2,249
 (386) 1987 02/06/07 15 to 30 Years
Perkins Family RestaurantAshtabula, OH (a) 865
 244
 
 
 865
 244
 1,109
 (177) 1975 02/06/07 15 to 30 Years
Perkins Family RestaurantErie, PA (a) 575
 740
 
 
 575
 740
 1,315
 (350) 1974 02/06/07 15 to 30 Years
Perkins Family RestaurantIndiana, PA (a) 331
 323
 
 
 331
 323
 654
 (199) 1982 02/06/07 15 to 30 Years
Perkins Family RestaurantCanfield, OH (a) 449
 644
 92
 
 541
 644
 1,185
 (321) 1973 02/06/07 15 to 30 Years
Perkins Family RestaurantWarren, PA (a) 383
 427
 
 
 383
 427
 810
 (260) 1970 02/06/07 15 to 30 Years
Perkins Family RestaurantErie, PA (a) 463
 565
 
 
 463
 565
 1,028
 (287) 1973 02/06/07 15 to 30 Years
Perkins Family RestaurantGrove City, PA (a) 531
 495
 
 
 531
 495
 1,026
 (272) 1976 02/06/07 15 to 30 Years
Perkins Family RestaurantClarion, PA (a) 426
 653
 
 
 426
 653
 1,079
 (337) 1976 02/06/07 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Automotive Dealers                      
 Caldwell, TX (a) 1,775
 1,725
 
 
 1,775
 1,725
 3,500
 (955) 2000 04/29/11 11 to 36 Years
 Conroe, TX (a) 4,338
 448
 955
 144
 5,293
 592
 5,885
 (1,668) 2005 09/01/09 12 to 47 Years
 Denver, CO (c) 4,124
 4,229
 
 
 4,124
 4,229
 8,353
 (193) 1980 08/21/15 15 to 40 Years
 Gettysburg, PA (a) 1,385
 3,259
 
 
 1,385
 3,259
 4,644
 (1,438) 2005 02/16/07 5 to 30 Years
 Gladstone, MO (c) 1,100
 774
 
 
 1,100
 774
 1,874
 (91) 2005 03/11/15 4 to 40 Years
 Greenville, SC (a) 2,561
 1,526
 
 
 2,561
 1,526
 4,087
 (1,304) 1999 12/28/05 15 to 30 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Greenville, SC (c) 9,731
 11,625
 
 
 9,731
 11,625
 21,356
 (1,777) 1999 07/17/13 3 to 40 Years
 Independence, MO (c) 1,058
 1,297
 
 
 1,058
 1,297
 2,355
 (321) 1968 11/25/14 4 to 15 Years
 Irving, TX (a) 7,348
 970
 
 
 7,348
 970
 8,318
 (2,271) 1960 09/01/09 12 to 27 Years
 Irving, TX (a) 931
 268
 
 
 931
 268
 1,199
 (172) 1965 09/01/09 12 to 17 Years
 Jacksonville, FL (c) 6,155
 10,957
 
 
 6,155
 10,957
 17,112
 (2,694) 2005 06/30/05 15 to 40 Years
 Jacksonville, FL (a) 3,170
 938
 
 
 3,170
 938
 4,108
 (587) 1989 12/28/05 15 to 30 Years
 Kansas City, MO (c) 1,310
 1,824
 
 6
 1,310
 1,830
 3,140
 (125) 2001 12/18/15 15 to 20 Years
 Kansas City, MO (c) 620
 1,280
 
 
 620
 1,280
 1,900
 (92) 1978 12/31/15 15 to 20 Years
 Kennesaw, GA (a) 3,931
 5,334
 
 
 3,931
 5,334
 9,265
 (1,336) 1995 02/16/12 15 to 30 Years
 Midlothian, VA (c) 4,775
 6,056
 
 
 4,775
 6,056
 10,831
 (1,476) 2004 06/30/05 15 to 40 Years
 Ontario, CA (c) 7,981
 6,937
 
 
 7,981
 6,937
 14,918
 (1,678) 2005 06/30/05 15 to 40 Years
 Overland Park, KS (c) 1,390
 320
 
 
 1,390
 320
 1,710
 (30) 1967 03/11/16 7 to 20 Years
 Pineville, NC (b) 4,865
 1,902
 
 
 4,865
 1,902
 6,767
 (465) 2002 07/17/13 10 to 30 Years
 Plano, TX (c) 3,064
 2,707
 
 
 3,064
 2,707
 5,771
 (1,413) 1992 06/29/07 5 to 30 Years
 Pompano Beach, FL (c) 6,153
 5,010
 
 
 6,153
 5,010
 11,163
 (1,225) 2004 06/30/05 15 to 40 Years
 Raleigh, NC (a) 4,163
 4,017
 
 
 4,163
 4,017
 8,180
 (1,203) 1994 07/17/13 4 to 25 Years
 Tulsa, OK (a) 1,225
 373
 
 
 1,225
 373
 1,598
 (673) 1999 12/28/05 15 to 20 Years
Perkins Family RestaurantMeadville, PA (a) 981
 1,056
 
 
 981
 1,056
 2,037
 (481) 1983 02/06/07 15 to 30 Years
Perkins Family RestaurantEdinboro, PA (a) 384
 350
 
 
 384
 350
 734
 (224) 1973 02/06/07 15 to 30 Years
Perkins Family RestaurantWarren, OH (a) 973
 640
 
 
 973
 640
 1,613
 (324) 1999 02/06/07 15 to 30 Years
Perkins Family RestaurantErie, PA (a) 855
 147
 
 
 855
 147
 1,002
 (153) 1973 02/06/07 15 to 30 Years
Perkins Family RestaurantBradford, PA (a) 368
 255
 
 
 368
 255
 623
 (167) 1977 02/06/07 15 to 30 Years
Perkins Family RestaurantOlean, NY (a) 355
 663
 
 
 355
 663
 1,018
 (333) 1977 02/06/07 15 to 30 Years
Perkins Family RestaurantCorry, PA (a) 411
 279
 
 
 411
 279
 690
 (202) 1977 02/06/07 15 to 30 Years
Perkins Family RestaurantAustintown, OH (a) 1,106
 450
 
 
 1,106
 450
 1,556
 (254) 1991 02/06/07 15 to 30 Years
Perkins Family RestaurantCanton, OH (a) 1,325
 781
 
 
 1,325
 781
 2,106
 (378) 1989 02/06/07 15 to 30 Years
Perkins Family RestaurantYoungstown, OH (a) 1,560
 557
 
 
 1,560
 557
 2,117
 (296) 1985 02/06/07 15 to 30 Years
Perkins Family RestaurantTitusville, PA (a) 247
 438
 
 
 247
 438
 685
 (226) 1976 04/29/11 11 to 26 Years
Perkins Family RestaurantBrooklyn, OH (d) 1,226
 672
 (152) (672) 1,074
 
 1,074
 
 (f) 02/06/07 (f)
Perkins Family RestaurantHermitage, PA (d) 604
 717
 
 
 604
 717
 1,321
 (370) 1978 02/06/07 10 to 25 Years
Perkins Family RestaurantAshland, OH (b) 294
 642
 
 
 294
 642
 936
 (186) 1971 03/18/13 13 to 20 Years
PetSmartMcCarran, NV (d) 8,333
 37,763
 
 
 8,333
 37,763
 46,096
 (6,518) 2008 07/17/13 8 to 40 Years
PetSmartChattanooga, TN (c) 1,689
 2,837
 
 
 1,689
 2,837
 4,526
 (444) 1996 07/17/13 8 to 40 Years
PetSmartDaytona Beach, FL (c) 775
 3,880
 
 
 775
 3,880
 4,655
 (518) 1996 07/17/13 8 to 42 Years
PetSmartFredericksburg, VA (c) 1,783
 3,491
 
 
 1,783
 3,491
 5,274
 (512) 1997 07/17/13 8 to 44 Years
Pier1 ImportsSt. Louis, MO (a) 785
 1,023
 
 
 785
 1,023
 1,808
 (148) 1996 08/30/13 15 to 40 Years
Pike NurseryAlpharetta, GA (a) 2,497
 2,160
 
 
 2,497
 2,160
 4,657
 (1,255) 1994 07/01/05 15 to 30 Years
Pike NurseryMarietta, GA (a) 4,675
 854
 
 
 4,675
 854
 5,529
 (816) 1996 07/01/05 15 to 30 Years
Pike NurseryAtlanta, GA (a) 4,863
 815
 
 
 4,863
 815
 5,678
 (785) 1970 07/01/05 15 to 20 Years
Pike NurseryAlpharetta, GA (a) 4,079
 1,948
 
 
 4,079
 1,948
 6,027
 (1,583) 1983 07/01/05 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Home Improvement                      
 Bedford Park, IL (b) 10,242
 11,839
 
 
 10,242
 11,839
 22,081
 (2,754) 1993 07/17/13 7 to 20 Years
 Blaine, MN (c) 1,728
 3,437
 
 
 1,728
 3,437
 5,165
 (406) 2006 07/17/13 8 to 43 Years
 Bridgeton, MO (c) 11,464
 9,907
 
 
 11,464
 9,907
 21,371
 (2,552) 1991 07/17/13 7 to 25 Years
 Broadview, IL (c) 12,392
 32,193
 
 154
 12,392
 32,347
 44,739
 (5,698) 1994 07/17/13 2 to 30 Years
 Chester, NY (c) 6,432
 
 
 
 6,432
 
 6,432
 
 (f) 07/17/13 (f)
 Cincinnati, OH (b) 6,086
 10,984
 
 
 6,086
 10,984
 17,070
 (2,070) 1998 07/17/13 4 to 28 Years
 Colma, CA (c) 21,065
 13,597
 
 
 21,065
 13,597
 34,662
 (1,837) 1995 07/17/13 2 to 33 Years
 Enterprise, AL (c) 1,924
 5,083
 
 260
 1,924
 5,343
 7,267
 (1,220) 1995 07/17/13 1 to 27 Years
 Lakewood, CO (b) 3,822
 
 
 
 3,822
 
 3,822
 
 (f) 07/17/13 (f)
 Lubbock, TX (c) 2,644
 10,008
 
 481
 2,644
 10,489
 13,133
 (1,584) 1996 07/17/13 2 to 36 Years
 Midland, TX (c) 5,826
 6,633
 
 366
 5,826
 6,999
 12,825
 (1,199) 1996 07/17/13 2 to 35 Years
 Rio Grande, NJ (c) 753
 3,299
 
 
 753
 3,299
 4,052
 (196) 2006 03/31/15 11 to 40 Years
 Tilton, NH (c) 13,185
 
 
 
 13,185
 
 13,185
 
 (f) 07/17/13 (f)
Distribution                      
 Arlington, WA (c) 1,860
 10,402
 
 
 1,860
 10,402
 12,262
 (654) 2002 11/21/2014 7 to 40 Years
 Baton Rouge, LA (b) 2,898
 8,024
 
 
 2,898
 8,024
 10,922
 (1,059) 2008 7/17/2013 9 to 43 Years
 Dayton, NJ (c) 12,701
 10,723
 
 
 12,701
 10,723
 23,424
 (118) 1975 10/27/2016 7 to 30 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Edwardsville, KS (c) 12,780
 13,501
 
 
 12,780
 13,501
 26,281
 (3,707) 1999 7/17/2013 9 to 29 Years
 Hickory, NC (c) 1,356
 5,406
 
 
 1,356
 5,406
 6,762
 (427) 2006 5/11/2015 10 to 30 Years
 Huntsville, AL (b) 5,115
 6,701
 
 
 5,115
 6,701
 11,816
 (1,587) 2008 7/17/2013 10 to 38 Years
 Maxton, NC (c) 870
 6,960
 
 
 870
 6,960
 7,830
 (2) 2016 12/16/2016 9 to 40 Years
 Peoria, IL (c) 953
 1,916
 
 13
 953
 1,929
 2,882
 (398) 1996 7/17/2013 3 to 30 Years
 Riverside, CA (a) 1,203
 6,254
 
 
 1,203
 6,254
 7,457
 (1,703) 2004 7/1/2005 14 to 40 Years
 Rockford, IL (c) 1,407
 3,708
 (966) (2,399) 441
 1,309
 1,750
 
 1994 7/17/2013 2 to 33 Years
 South Windsor, CT (c) 1,590
 6,774
 
 
 1,590
 6,774
 8,364
 (627) 1982 5/5/2015 7 to 20 Years
 Tavares, FL (a) 1,075
 5,098
 
 
 1,075
 5,098
 6,173
 (1,635) 2004 7/1/2005 14 to 40 Years
 Walker, MI (b) 2,287
 4,469
 (1,369) (2,527) 918
 1,942
 2,860
 (24) 2001 7/17/2013 4 to 34 Years
Pike NurseryMarietta, GA (a) 2,610
 865
 
 
 2,610
 865
 3,475
 (785) 1977 07/01/05 15 to 20 Years
Pine Creek Medical CenterDallas, TX (a) 1,633
 21,835
 
 2,019
 1,633
 23,854
 25,487
 (5,631) 2005 08/29/05 15 to 50 Years
Pine Creek Medical CenterDallas, TX (a) 1,915
 9,150
 
 
 1,915
 9,150
 11,065
 (1,807) 2006 03/28/13 11 to 50 Years
Pioneer Hi-BredMaxton, NC (d) 870
 6,961
 
 29
 870
 6,990
 7,860
 (230) 2016 12/16/16 9 to 40 Years
Pizza HutEvansville, IN (a) 270
 231
 
 
 270
 231
 501
 (80) 2000 06/25/04 30 to 30 Years
Pizza HutOwensboro, KY (a) 250
 502
 
 
 250
 502
 752
 (174) 1991 06/25/04 30 to 30 Years
Pizza HutMadill, OK (a) 352
 648
 
 
 352
 648
 1,000
 (785) 1972 06/25/04 10 to 15 Years
Pizza HutGeneva, AL (a) 522
 570
 
 
 522
 570
 1,092
 (664) 1990 06/25/04 10 to 15 Years
Pizza HutBlakely, GA (a) 288
 744
 
 
 288
 744
 1,032
 (520) 1987 06/25/04 15 to 20 Years
Pizza HutMayfield, KY (a) 307
 596
 
 
 307
 596
 903
 (372) 1997 06/25/04 15 to 30 Years
Pizza HutSalem, IL (a) 271
 218
 
 
 271
 218
 489
 (125) 2000 07/28/04 15 to 30 Years
Pizza HutBurlington, IA (a) 304
 588
 
 
 304
 588
 892
 (314) 1996 09/23/05 15 to 30 Years
Pizza HutDubuque, IA (a) 479
 298
 
 
 479
 298
 777
 (393) 1970 09/23/05 10 to 15 Years
Pizza HutTipton, IA (a) 240
 408
 
 
 240
 408
 648
 (520) 1991 09/23/05 10 to 15 Years
Pizza HutDyersville, IA (a) 267
 513
 
 
 267
 513
 780
 (394) 1983 09/23/05 14 to 20 Years
Pizza HutIndependence, IA (a) 223
 473
 
 
 223
 473
 696
 (554) 1976 09/23/05 10 to 15 Years
Car Washes                      
 Abilene, TX (c) 2,733
 3,080
 
 
 2,733
 3,080
 5,813
 (246) 1993 04/07/15 15 to 30 Years
 Albuquerque, NM (a) 2,472
 2,117
 
 
 2,472
 2,117
 4,589
 (345) 2005 05/13/14 15 to 30 Years
 Albuquerque, NM (a) 2,657
 3,225
 
 
 2,657
 3,225
 5,882
 (537) 1960 05/13/14 15 to 30 Years
 Albuquerque, NM (a) 1,179
 
 
 
 1,179
 
 1,179
 
 (f) 05/13/14 (f)
 Albuquerque, NM (a) 1,151
 1,677
 
 
 1,151
 1,677
 2,828
 (237) 1976 05/13/14 15 to 30 Years
 Albuquerque, NM (a) 1,563
 2,700
 
 
 1,563
 2,700
 4,263
 (313) 1994 05/13/14 15 to 30 Years
 Albuquerque, NM (a) 2,586
 2,742
 
 
 2,586
 2,742
 5,328
 (375) 2002 05/13/14 15 to 30 Years
 Arlington, TN (c) 868
 1,487
 
 
 868
 1,487
 2,355
 (83) 2010 09/30/15 15 to 30 Years
 Boise, ID (a) 2,155
 2,488
 
 
 2,155
 2,488
 4,643
 (552) 2004 05/15/13 15 to 30 Years
 Boise, ID (a) 217
 
 
 
 217
 
 217
 (7) 2013 05/15/13 15 to 15 Years
 Casselberry, FL (c) 1,042
 2,406
 
 
 1,042
 2,406
 3,448
 (93) 1988 02/09/16 13 to 30 Years
 Chandler, AZ (c) 1,293
 1,951
 
 
 1,293
 1,951
 3,244
 (23) 2006 09/29/16 21 to 30 Years
 Edgewater, MD (c) 4,720
 1,460
 
 
 4,720
 1,460
 6,180
 (162) 2005 01/21/15 15 to 30 Years
 Edmond, OK (c) 644
 1,896
 
 
 644
 1,896
 2,540
 (93) 2005 09/30/15 15 to 30 Years
 Glendale, AZ (c) 1,524
 854
 
 
 1,524
 854
 2,378
 (16) 1988 09/29/16 21 to 30 Years
 Houston, TX (a) 1,703
 1,221
 
 
 1,703
 1,221
 2,924
 (216) 1996 06/18/14 15 to 30 Years
 Madison, WI (c) 564
 1,623
 
 
 564
 1,623
 2,187
 (92) 1956 06/30/15 15 to 30 Years
 Madison, WI (c) 612
 1,775
 
 
 612
 1,775
 2,387
 (119) 1958 06/30/15 15 to 30 Years
 Madison, WI (c) 905
 2,728
 
 
 905
 2,728
 3,633
 (167) 1961 06/30/15 15 to 30 Years
 Meridian, ID (a) 1,924
 2,170
 536
 20
 2,460
 2,190
 4,650
 (515) 2006 05/15/13 15 to 30 Years
 Millersville, MD (c) 2,250
 1,636
 
 
 2,250
 1,636
 3,886
 (145) 2007 01/21/15 15 to 30 Years
 Nampa, ID (a) 3,240
 2,343
 
 
 3,240
 2,343
 5,583
 (598) 2010 05/15/13 15 to 30 Years
 Ocoee, FL (c) 2,128
 1,775
 
 18
 2,128
 1,793
 3,921
 (60) 2009 05/03/16 17 to 30 Years
Pizza HutManchester, IA (a) 351
 495
 
 
 351
 495
 846
 (578) 1977 09/23/05 10 to 15 Years
Pizza HutRock Falls, IL (a) 314
 631
 
 
 314
 631
 945
 (324) 1995 09/23/05 15 to 30 Years
Pizza HutDe Witt, IA (a) 248
 333
 
 
 248
 333
 581
 (264) 1984 09/23/05 15 to 20 Years
Pizza HutVandalia, IL (a) 409
 202
 
 
 409
 202
 611
 (358) 1977 09/23/05 10 to 15 Years
Pizza HutCharleston, IL (a) 272
 220
 
 
 272
 220
 492
 (248) 1986 09/23/05 10 to 15 Years
Pizza HutEffingham, IL (a) 357
 228
 
 
 357
 228
 585
 (299) 1973 09/23/05 10 to 15 Years
Pizza HutMaquoketa, IA (a) 184
 90
 
 
 184
 90
 274
 (149) 1973 09/23/05 10 to 15 Years
Pizza HutTaylorville, IL (a) 154
 352
 
 
 154
 352
 506
 (380) 1980 09/23/05 10 to 15 Years
Pizza HutDecorah, IA (a) 207
 91
 
 
 207
 91
 298
 (120) 1985 09/23/05 10 to 15 Years
Pizza HutVinton, IA (a) 121
 114
 
 
 121
 114
 235
 (181) 1978 09/23/05 10 to 15 Years
Pizza HutCreston, IA (a) 103
 180
 
 
 103
 180
 283
 (214) 1974 12/15/05 10 to 15 Years
Pizza HutNew Cumberland, PA (a) 634
 278
 
 176
 634
 454
 1,088
 (336) 1990 01/30/06 15 to 20 Years
Pizza HutEphrata, PA (a) 685
 231
 
 
 685
 231
 916
 (210) 1978 01/30/06 15 to 20 Years
Pizza HutHarrisburg, PA (a) 762
 241
 
 176
 762
 417
 1,179
 (336) 1977 01/30/06 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Oklahoma City, OK (c) 545
 1,995
 
 
 545
 1,995
 2,540
 (97) 2005 09/30/15 15 to 30 Years
 Oklahoma City, OK (c) 1,004
 1,933
 
 
 1,004
 1,933
 2,937
 (106) 2005 09/30/15 15 to 30 Years
 Orlando, FL (c) 2,709
 2,728
 
 45
 2,709
 2,773
 5,482
 (122) 2001 02/09/16 13 to 30 Years
 Orlando, FL (c) 1,629
 1,895
 
 
 1,629
 1,895
 3,524
 (89) 2005 02/09/16 13 to 30 Years
 Phoenix, AZ (c) 2,066
 1,581
 
 
 2,066
 1,581
 3,647
 (22) 2009 09/29/16 21 to 30 Years
 Phoenix, AZ (c) 1,143
 439
 
 
 1,143
 439
 1,582
 (8) 1970 09/29/16 21 to 30 Years
 Phoenix, AZ (c) 1,835
 2,332
 
 54
 1,835
 2,386
 4,221
 (29) 1974 09/29/16 21 to 30 Years
 Rockford, IL (c) 706
 2,669
 
 
 706
 2,669
 3,375
 (151) 1959 06/30/15 15 to 30 Years
 Round Rock, TX (c) 1,167
 1,549
 
 
 1,167
 1,549
 2,716
 (123) 2009 05/07/15 15 to 30 Years
 Sherwood, AR (c) 1,128
 1,388
 
 
 1,128
 1,388
 2,516
 (91) 2010 09/30/15 15 to 30 Years
 Siloam Springs, AR (c) 991
 1,884
 
 
 991
 1,884
 2,875
 (101) 2005 09/30/15 15 to 30 Years
 Springdale, AR (c) 521
 2,032
 
 
 521
 2,032
 2,553
 (100) 2005 09/30/15 15 to 30 Years
 St. Paul, MN (c) 5,274
 136
 
 
 5,274
 136
 5,410
 (26) 1966 12/13/16 12 to 30 Years
 Texarkana, TX (c) 483
 1,400
 
 
 483
 1,400
 1,883
 (70) 2010 09/30/15 15 to 30 Years
Pizza HutLebanon, PA (a) 616
 316
 
 176
 616
 492
 1,108
 (348) 1980 01/30/06 15 to 20 Years
Pizza HutMechanicsburg, PA (a) 801
 481
 
 
 801
 481
 1,282
 (363) 1995 01/30/06 15 to 20 Years
Pizza HutHarrisburg, PA (a) 611
 239
 
 
 611
 239
 850
 (283) 1978 01/30/06 15 to 20 Years
Pizza HutHarrisburg, PA (a) 423
 307
 
 
 423
 307
 730
 (189) 1973 01/30/06 15 to 20 Years
Pizza HutLancaster, PA (a) 308
 161
 
 
 308
 161
 469
 (127) 1977 07/25/06 15 to 30 Years
Pizza HutHyattsville, MD (a) 702
 245
 
 
 702
 245
 947
 (184) 1985 11/27/06 15 to 20 Years
Pizza HutWalkersville, MD (a) 381
 238
 
 68
 381
 306
 687
 (182) 1985 11/27/06 11 to 20 Years
Pizza HutHagerstown, MD (a) 546
 342
 
 68
 546
 410
 956
 (246) 1975 11/27/06 11 to 20 Years
Pizza HutSilver Spring, MD (a) 1,008
 251
 
 
 1,008
 251
 1,259
 (202) 1983 11/27/06 15 to 20 Years
Pizza HutFrederick, MD (a) 440
 236
 
 5
 440
 241
 681
 (153) 1977 11/27/06 11 to 20 Years
Pizza HutBowie, MD (a) 333
 173
 
 200
 333
 373
 706
 (257) 1983 11/27/06 15 to 20 Years
Pizza HutThurmont, MD (a) 857
 307
 
 68
 857
 375
 1,232
 (245) 1985 11/27/06 11 to 20 Years
Pizza HutLanham, MD (a) 302
 193
 
 200
 302
 393
 695
 (211) 1980 11/27/06 13 to 20 Years
Pizza HutReston, VA (a) 1,033
 193
 
 
 1,033
 193
 1,226
 (154) 1977 11/27/06 15 to 20 Years
Pizza HutEmmitsburg, MD (a) 141
 182
 
 
 141
 182
 323
 (115) 1981 11/27/06 15 to 20 Years
Pizza HutClinton, MD (a) 300
 193
 
 200
 300
 393
 693
 (208) 1980 11/27/06 13 to 20 Years
Pizza HutUpper Marlboro, MD (a) 290
 172
 
 
 290
 172
 462
 (151) 1983 11/27/06 15 to 20 Years
Pizza HutBurlington, IA (a) 318
 484
 
 
 318
 484
 802
 (265) 2006 12/04/06 15 to 30 Years
Pizza HutAlexandria, VA (a) 1,024
 202
 
 12
 1,024
 214
 1,238
 (164) 1979 12/19/06 11 to 20 Years
Pizza HutCulpeper, VA (a) 367
 169
 
 
 367
 169
 536
 (128) 1977 12/19/06 15 to 20 Years
Pizza HutWarrenton, VA (a) 378
 254
 
 
 378
 254
 632
 (188) 1985 12/19/06 14 to 20 Years
Pizza HutPowell, TN (a) 252
 377
 
 176
 252
 553
 805
 (278) 1982 11/02/07 15 to 30 Years
Pizza HutSweetwater, TN (a) 231
 307
 
 
 231
 307
 538
 (171) 1979 11/02/07 15 to 30 Years
Pizza HutKnoxville, TN (a) 296
 343
 
 176
 296
 519
 815
 (253) 1978 11/02/07 15 to 30 Years
Pizza HutChattanooga, TN (a) 352
 246
 
 
 352
 246
 598
 (198) 1984 11/02/07 15 to 30 Years
Pizza HutClinton, TN (a) 417
 293
 
 
 417
 293
 710
 (190) 1994 11/02/07 15 to 30 Years
Pizza HutRinggold, GA (a) 387
 374
 
 
 387
 374
 761
 (196) 1990 11/02/07 15 to 30 Years
Pizza HutLaFayette, GA (a) 246
 434
 
 176
 246
 610
 856
 (292) 1991 11/02/07 15 to 30 Years
Pizza HutTrenton, GA (a) 300
 227
 
 
 300
 227
 527
 (157) 1991 11/02/07 15 to 30 Years
Pizza HutKnoxville, TN (a) 172
 700
 
 
 172
 700
 872
 (278) 1991 11/02/07 15 to 30 Years
Pizza HutAlcoa, TN (a) 228
 219
 
 
 228
 219
 447
 (125) 1982 11/02/07 15 to 30 Years
Pizza HutChatsworth, GA (a) 213
 558
 
 
 213
 558
 771
 (258) 1979 11/02/07 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Manufacturing                      
 Annapolis Junction, MD (a) 2,245
 1,105
 (1,535) (547) 710
 558
 1,268
 (231) 1930 09/29/06 15 to 30 Years
 Avila, IN (c) 642
 4,958
 
 
 642
 4,958
 5,600
 (380) 1990 12/17/14 15 to 30 Years
 Byron, IL (a) 734
 4,334
 
 
 734
 4,334
 5,068
 (2,243) 1965 12/29/06 10 to 20 Years
 Dublin, VA (a) 491
 1,401
 
 
 491
 1,401
 1,892
 (839) 1985 12/11/06 15 to 20 Years
 Edon, OH (c) 642
 2,649
 (268) (1,663) 374
 986
 1,360
 
 1953 02/21/07 14 to 20 Years
 Fremont, IN (a) 427
 2,176
 
 
 427
 2,176
 2,603
 (824) 1960 02/21/07 14 to 30 Years
 Fulton, NY (c) 445
 6,113
 
 35
 445
 6,148
 6,593
 (32) 1983 10/27/16 7 to 40 Years
 Houston, TX (c) 2,421
 15,723
 (1,504) (10,089) 917
 5,634
 6,551
 
 1983 07/17/13 2 to 35 Years
 Loudon, TN (c) 1,188
 4,904
 
 
 1,188
 4,904
 6,092
 (1,932) 1992 03/31/08 15 to 30 Years
 Merced, CA (c) 3,456
 9,007
 
 
 3,456
 9,007
 12,463
 (3,043) 1998 03/31/08 15 to 30 Years
 Meridian, CT (c) 1,766
 7,848
 
 
 1,766
 7,848
 9,614
 (637) 1997 12/17/14 15 to 30 Years
 Minerva, OH (c) 649
 3,920
 (217) (770) 432
 3,150
 3,582
 (1,747) 1919 02/21/07 8 to 20 Years
 New Castle, PA (c) 1,084
 5,507
 
 
 1,084
 5,507
 6,591
 (961) 1999 07/17/13 8 to 26 Years
 Pawcatuck, CT (c) 2,736
 9,218
 
 36
 2,736
 9,254
 11,990
 (76) 1969 10/27/16 5 to 40 Years
 Pulaski, VA (a) 333
 1,536
 
 
 333
 1,536
 1,869
 (869) 1967 12/11/06 15 to 20 Years
 Royal Oak, MI (a) 3,426
 7,071
 
 
 3,426
 7,071
 10,497
 (2,577) 1952 03/10/06 15 to 30 Years
 Scottdale, PA (b) 607
 11,008
 (203) (2,239) 404
 8,769
 9,173
 (5,123) 1959 12/28/06 14 to 20 Years
 Sidney, OH (a) 921
 4,177
 
 
 921
 4,177
 5,098
 (2,283) 1987 12/22/05 12 to 20 Years
 Troy, MI (a) 1,128
 947
 
 
 1,128
 947
 2,075
 (351) 1952 03/10/06 15 to 30 Years
 Winston-Salem, NC (b) 927
 3,455
 
 
 927
 3,455
 4,382
 (597) 1987 07/17/13 5 to 40 Years
Dollar Stores                      
 Adair, OK (b) 264
 855
 
 
 264
 855
 1,119
 (88) 2012 10/29/13 13 to 40 Years
 Alpena, AR (c) 359
 600
 
 
 359
 600
 959
 (61) 2014 12/15/14 14 to 40 Years
 Altus, OK (b) 315
 918
 
 
 315
 918
 1,233
 (91) 2012 10/29/13 13 to 40 Years
 Anderson, IN (c) 359
 781
 
 
 359
 781
 1,140
 (55) 2015 03/20/15 14 to 40 Years
 Ardmore, TN (c) 950
 1,847
 
 
 950
 1,847
 2,797
 (304) 2005 07/17/13 8 to 40 Years
 Atoka, OK (b) 466
 1,304
 
 
 466
 1,304
 1,770
 (130) 2012 10/29/13 13 to 40 Years
 Aztec, NM (c) 548
 623
 
 
 548
 623
 1,171
 (53) 2014 03/31/15 14 to 40 Years
 Bentonia, MS (a) 227
 745
 
 
 227
 745
 972
 (43) 2014 06/22/15 13 to 40 Years
 Birch Tree, MO (c) 252
 659
 
 
 252
 659
 911
 (55) 2014 03/31/15 14 to 40 Years
 Bloomfield, NM (c) 409
 663
 
 
 409
 663
 1,072
 (46) 2015 05/14/15 14 to 40 Years
 Buckatunna, MS (c) 199
 798
 
 
 199
 798
 997
 (38) 2014 09/24/15 13 to 40 Years
 Bulls Gap, TN (c) 467
 762
 
 
 467
 762
 1,229
 (54) 2014 03/20/15 14 to 40 Years
 Byng, OK (a) 205
 646
 
 
 205
 646
 851
 (37) 2015 07/14/15 14 to 40 Years
 Cabot, AR (a) 132
 404
 
 
 132
 404
 536
 (115) 1970 03/31/14 1 to 15 Years
 Cameron, OK (c) 312
 710
 
 
 312
 710
 1,022
 (52) 2014 12/15/14 14 to 40 Years
 Center Ridge, AR (c) 313
 595
 
 
 313
 595
 908
 (61) 2014 12/15/14 14 to 40 Years
 Centre, AL (b) 233
 767
 
 
 233
 767
 1,000
 (83) 2011 09/17/13 12 to 40 Years
 Claremore, OK (b) 243
 928
 
 
 243
 928
 1,171
 (92) 2012 10/29/13 13 to 40 Years
 Clear Lake, IA (c) 374
 760
 
 
 374
 760
 1,134
 (52) 2015 05/14/15 14 to 40 Years
 Clovis, NM (c) 311
 659
 
 
 311
 659
 970
 (46) 2015 05/14/15 14 to 40 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Cowarts, AL (b) 396
 836
 
 
 396
 836
 1,232
 (89) 2011 09/17/13 12 to 40 Years
 Creal Springs, IL (c) 261
 653
 
 
 261
 653
 914
 (51) 2014 04/27/15 14 to 40 Years
 Crossville, TN (c) 1,041
 1,871
 
 
 1,041
 1,871
 2,912
 (301) 2006 07/17/13 7 to 40 Years
 Crossville, TN (b) 264
 849
 
 
 264
 849
 1,113
 (90) 2011 09/17/13 12 to 40 Years
 Crystal City, TX (b) 295
 939
 
 
 295
 939
 1,234
 (93) 2012 10/29/13 13 to 40 Years
 De Soto, KS (b) 301
 1,049
 
 
 301
 1,049
 1,350
 (122) 2012 10/29/13 13 to 40 Years
 Des Moines, IA (c) 354
 807
 
 
 354
 807
 1,161
 (61) 2014 03/20/15 8 to 40 Years
 Drexel, MO (c) 184
 727
 
 
 184
 727
 911
 (48) 2015 05/14/15 14 to 40 Years
 Duluth, MN (c) 422
 869
 
 
 422
 869
 1,291
 (59) 2015 05/12/15 9 to 40 Years
 Eastaboga, AL (b) 223
 937
 
 
 223
 937
 1,160
 (97) 2011 09/17/13 12 to 40 Years
 Emporia, KS (b) 292
 1,176
 
 
 292
 1,176
 1,468
 (124) 2012 10/29/13 13 to 40 Years
 Enterprise, AL (b) 255
 803
 
 
 255
 803
 1,058
 (84) 2011 09/17/13 12 to 40 Years
 Evart, MI (c) 306
 703
 
 
 306
 703
 1,009
 (51) 2014 03/20/15 14 to 40 Years
 Fruita, CO (b) 255
 1,025
 
 
 255
 1,025
 1,280
 (106) 2012 10/29/13 13 to 40 Years
 Gore, OK (b) 182
 924
 
 
 182
 924
 1,106
 (98) 2012 10/29/13 13 to 40 Years
 Hill City, KS (b) 243
 815
 
 
 243
 815
 1,058
 (98) 2012 10/29/13 13 to 40 Years
 Hobart, OK (b) 230
 910
 
 
 230
 910
 1,140
 (99) 2012 10/29/13 13 to 40 Years
 Hobbs, NM (b) 405
 949
 
 
 405
 949
 1,354
 (113) 2012 10/29/13 13 to 40 Years
 Hurley, MS (a) 412
 1,084
 
 
 412
 1,084
 1,496
 (62) 2013 06/22/15 13 to 40 Years
 Jasper, AL (b) 365
 1,052
 
 
 365
 1,052
 1,417
 (110) 2011 09/17/13 12 to 40 Years
 Keota, OK (c) 215
 687
 
 
 215
 687
 902
 (55) 2014 12/15/14 14 to 40 Years
 Ketchum, OK (b) 297
 760
 
 
 297
 760
 1,057
 (96) 2012 10/29/13 13 to 40 Years
 Kinross/Kincheloe, MI (c) 317
 626
 
 
 317
 626
 943
 (54) 2014 03/20/15 14 to 40 Years
 La Cygne, KS (b) 120
 833
 
 
 120
 833
 953
 (86) 2012 10/29/13 13 to 40 Years
 La Plata, MO (c) 283
 653
 
 
 283
 653
 936
 (51) 2014 04/27/15 14 to 40 Years
 Lakeview, IA (c) 251
 568
 
 
 251
 568
 819
 (42) 2015 04/27/15 14 to 40 Years
 Lakewood, OH (c) 522
 2,053
 
 
 522
 2,053
 2,575
 (251) 1996 07/17/13 3 to 35 Years
 Las Cruces, NM (b) 452
 900
 
 
 452
 900
 1,352
 (104) 2012 10/29/13 13 to 40 Years
 Laurel, MS (a) 432
 705
 
 
 432
 705
 1,137
 (48) 2012 06/22/15 11 to 40 Years
 Livingston, TN (c) 1,073
 1,889
 
 
 1,073
 1,889
 2,962
 (333) 2006 07/17/13 7 to 40 Years
 Los Lunas, NM (c) 282
 740
 
 
 282
 740
 1,022
 (57) 2015 05/14/15 14 to 40 Years
 Maben, MS (c) 263
 734
 
 
 263
 734
 997
 (41) 2014 09/24/15 13 to 40 Years
 Mansfield, OH (c) 288
 825
 
 
 288
 825
 1,113
 (52) 2014 04/28/15 9 to 40 Years
 Meridian, MS (c) 211
 934
 
 
 211
 934
 1,145
 (43) 2014 09/24/15 14 to 40 Years
 Mesa, AZ (c) 734
 2
 103
 630
 837
 632
 1,469
 (38) 1955 11/13/14 10 to 50 Years
 Nashville, AR (c) 519
 697
 (153) (255) 366
 442
 808
 
 1995 03/31/14 1 to 20 Years
 Okay, OK (b) 200
 901
 
 
 200
 901
 1,101
 (93) 2012 10/29/13 13 to 40 Years
 Oppelo, AR (a) 354
 553
 
 
 354
 553
 907
 (42) 2015 07/14/15 14 to 40 Years
 Ord, NE (b) 222
 1,010
 
 
 222
 1,010
 1,232
 (107) 2012 10/29/13 13 to 40 Years
 Orrville, AL (b) 192
 826
 
 
 192
 826
 1,018
 (95) 2011 09/17/13 12 to 40 Years
Pizza HutCrossville, TN (a) 220
 288
 
 176
 220
 464
 684
 (245) 1978 11/02/07 15 to 30 Years
Pizza HutHarriman, TN (a) 314
 143
 
 176
 314
 319
 633
 (194) 1979 11/02/07 15 to 30 Years
Pizza HutSoddy Daisy, TN (a) 316
 405
 
 
 316
 405
 721
 (214) 1989 11/02/07 15 to 30 Years
Pizza HutAthens, TN (a) 197
 341
 
 176
 197
 517
 714
 (262) 1977 11/02/07 15 to 30 Years
Pizza HutAlcoa, TN (a) 483
 318
 
 
 483
 318
 801
 (188) 1978 11/02/07 15 to 30 Years
Pizza HutDayton, TN (a) 308
 291
 
 176
 308
 467
 775
 (244) 1979 11/02/07 15 to 30 Years
Pizza HutKimball, TN (a) 367
 283
 
 176
 367
 459
 826
 (247) 1987 11/02/07 15 to 30 Years
Pizza HutDuluth, MN (a) 74
 423
 
 
 74
 423
 497
 (148) 1915 05/24/05 15 to 30 Years
Pizza HutLakeville, MN (a) 342
 439
 
 80
 342
 519
 861
 (196) 1988 05/24/05 15 to 30 Years
Pizza HutWoodbury, MN (a) 555
 411
 (146) (16) 409
 395
 804
 (162) 1987 05/24/05 15 to 30 Years
Planet FitnessChicago, IL (a) 1,009
 2,965
 
 
 1,009
 2,965
 3,974
 (397) 2007 12/09/13 14 to 40 Years
Planet FitnessPhoenix, AZ (d) 642
 2,245
 
 
 642
 2,245
 2,887
 (290) 1988 09/30/14 14 to 30 Years
Planet FitnessMesquite, TX (d) 601
 1,770
 
 
 601
 1,770
 2,371
 (191) 1986 01/15/16 8 to 30 Years
Planet FitnessBurnsville, MN (b) 1,461
 1,597
 
 22
 1,461
 1,619
 3,080
 (195) 1978 04/15/16 8 to 20 Years
Popeye's Chicken & BiscuitsBaton Rouge, LA (a) 565
 286
 
 
 565
 286
 851
 (251) 1991 06/25/04 15 to 20 Years
Popeye's Chicken & BiscuitsSan Antonio, TX (a) 517
 373
 
 
 517
 373
 890
 (221) 2002 09/25/06 15 to 30 Years
Popeye's Chicken & BiscuitsTempe, AZ (a) 480
 361
 
 
 480
 361
 841
 (211) 2003 09/25/06 15 to 30 Years
Popeye's Chicken & BiscuitsSan Antonio, TX (a) 349
 429
 
 
 349
 429
 778
 (289) 1983 09/25/06 15 to 20 Years
Popeye's Chicken & BiscuitsSan Antonio, TX (a) 428
 339
 
 
 428
 339
 767
 (205) 2001 09/25/06 15 to 30 Years
Popeye's Chicken & BiscuitsSan Antonio, TX (a) 539
 300
 
 
 539
 300
 839
 (221) 2001 09/25/06 15 to 30 Years
Popeye's Chicken & BiscuitsHouston, TX (a) 592
 302
 
 
 592
 302
 894
 (197) 1979 09/28/06 15 to 20 Years
Popeye's Chicken & BiscuitsLafayette, LA (a) 300
 779
 
 
 300
 779
 1,079
 (128) 1972 10/30/13 15 to 30 Years
Popeye's Chicken & BiscuitsOpelousas, LA (a) 419
 659
 
 
 419
 659
 1,078
 (119) 1968 10/30/13 15 to 30 Years
Popeye's Chicken & BiscuitsBartlett, TN (a) 411
 
 
 
 411
 
 411
 
 (f) 10/30/13 (f)
Popeye's Chicken & BiscuitsMemphis, TN (a) 320
 
 
 
 320
 
 320
 
 (f) 10/30/13 (f)
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Otter Tail, MN (c) 338
 791
 
 
 338
 791
 1,129
 (52) 2014 03/20/15 14 to 40 Years
 Pagosa Springs, CO (b) 253
 1,031
 
 
 253
 1,031
 1,284
 (102) 2012 10/29/13 13 to 40 Years
 Pineville, MO (c) 253
 699
 
 
 253
 699
 952
 (58) 2014 03/31/15 14 to 40 Years
 Pleasant Hope, MO (c) 263
 650
 
 
 263
 650
 913
 (49) 2014 05/14/15 14 to 40 Years
 Quinton, OK (c) 245
 683
 
 
 245
 683
 928
 (52) 2014 12/15/14 14 to 40 Years
 Red Oak, OK (a) 245
 675
 
 
 245
 675
 920
 (37) 2015 07/14/15 14 to 40 Years
 Rehobeth, AL (b) 259
 774
 
 
 259
 774
 1,033
 (82) 2011 09/17/13 12 to 40 Years
 Salem, MO (c) 410
 778
 
 
 410
 778
 1,188
 (61) 2015 04/27/15 14 to 40 Years
 Sand Springs, OK (b) 396
 1,039
 
 
 396
 1,039
 1,435
 (109) 2012 10/29/13 13 to 40 Years
 Silt, CO (b) 334
 894
 
 
 334
 894
 1,228
 (89) 2012 10/29/13 13 to 40 Years
 Spiro, OK (b) 263
 1,099
 
 
 263
 1,099
 1,362
 (125) 2012 10/29/13 13 to 40 Years
 Stigler, OK (b) 610
 809
 
 
 610
 809
 1,419
 (99) 2012 10/29/13 13 to 40 Years
 Tallassee, AL (b) 141
 895
 
 
 141
 895
 1,036
 (87) 2011 09/17/13 12 to 40 Years
 Temple, TX (b) 414
 897
 
 
 414
 897
 1,311
 (98) 2012 10/29/13 13 to 40 Years
 Texarkana, AR (a) 303
 201
 
 
 303
 201
 504
 (43) 1988 03/31/14 4 to 20 Years
 Topeka, KS (b) 313
 882
 
 
 313
 882
 1,195
 (99) 2012 10/29/13 13 to 40 Years
 Tornillo, TX (b) 255
 818
 
 
 255
 818
 1,073
 (96) 2012 10/29/13 13 to 40 Years
 Walters, OK (b) 173
 1,042
 
 
 173
 1,042
 1,215
 (105) 2012 10/29/13 13 to 40 Years
 Western Grove, AR (c) 391
 595
 
 
 391
 595
 986
 (62) 2014 12/15/14 14 to 40 Years
 Wetumpka, AL (b) 303
 784
 
 
 303
 784
 1,087
 (87) 2011 09/17/13 12 to 40 Years
 Wilburton, OK (c) 522
 887
 
 
 522
 887
 1,409
 (73) 2014 12/15/14 14 to 40 Years
Popeye's Chicken & BiscuitsHolly Springs, MS (a) 116
 
 
 
 116
 
 116
 
 (f) 10/30/13 (f)
Popeye's Chicken & BiscuitsCollierville, TN (a) 539
 
 
 
 539
 
 539
 
 (f) 10/30/13 (f)
Popeye's Chicken & BiscuitsNashville, TN (a) 264
 
 
 
 264
 
 264
 
 (f) 10/30/13 (f)
Popeye's Chicken & BiscuitsHorn Lake, MS (a) 231
 
 
 
 231
 
 231
 
 (f) 10/30/13 (f)
Popeye's Chicken & BiscuitsNashville, TN (a) 538
 
 
 
 538
 
 538
 
 (f) 10/30/13 (f)
Popeye's Chicken & BiscuitsBaton Rouge, LA (a) 594
 417
 
 
 594
 417
 1,011
 (331) 1979 06/25/04 15 to 20 Years
Popeye's Chicken & BiscuitsPort Allen, LA (a) 521
 575
 
 
 521
 575
 1,096
 (344) 1997 09/24/04 15 to 30 Years
Popeye's Chicken & BiscuitsBaton Rouge, LA (a) 472
 642
 
 
 472
 642
 1,114
 (319) 1987 09/24/04 15 to 30 Years
Popeye's Chicken & BiscuitsMiami, FL (a) 602
 14
 
 
 602
 14
 616
 (202) 1978 09/24/04 10 to 15 Years
Popeye's Chicken & BiscuitsMiami, FL (a) 596
 105
 
 
 596
 105
 701
 (165) 1978 09/24/04 10 to 15 Years
Popeye's Chicken & BiscuitsDeerfield Beach, FL (a) 668
 295
 
 
 668
 295
 963
 (178) 1970 09/24/04 15 to 30 Years
Popeye's Chicken & BiscuitsFort Lauderdale, FL (a) 601
 121
 
 
 601
 121
 722
 (218) 1984 09/24/04 10 to 15 Years
Popeye's Chicken & BiscuitsPensacola, FL (a) 860
 291
 
 
 860
 291
 1,151
 (422) 1977 07/28/04 10 to 15 Years
Popeye's Chicken & BiscuitsSt. Louis, MO (a) 503
 651
 
 
 503
 651
 1,154
 (427) 1976 09/24/04 15 to 20 Years
Popeye's Chicken & BiscuitsSt. Louis, MO (a) 828
 351
 
 
 828
 351
 1,179
 (332) 1986 09/24/04 15 to 20 Years
Popeye's Chicken & BiscuitsFort Pierce, FL (a) 667
 184
 
 
 667
 184
 851
 (153) 1999 09/24/04 15 to 30 Years
Popeye's Chicken & BiscuitsLauderdale Lakes, FL (a) 411
 346
 
 
 411
 346
 757
 (165) 1998 12/29/06 15 to 30 Years
Primanti Bros.Avon, IN (a) 899
 614
 
 188
 899
 802
 1,701
 (123) 2014 10/31/14 14 to 30 Years
Primanti Bros.Indianapolis, IN (a) 590
 633
 
 
 590
 633
 1,223
 (125) 2014 10/31/14 14 to 30 Years
PriMed PhysiciansBeavercreek, OH (d) 559
 1,420
 
 
 559
 1,420
 1,979
 (216) 1985 08/18/14 7 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Consumer Electronics                      
 Beaumont, TX (b) 778
 9,297
 
 
 778
 9,297
 10,075
 (1,780) 1971 07/17/13 3 to 25 Years
 Fayetteville, NC (b) 1,560
 6,893
 
 
 1,560
 6,893
 8,453
 (781) 1999 07/17/13 6 to 41 Years
 Great Falls, MT (a) 1,486
 3,856
 (387) (1,447) 1,099
 2,409
 3,508
 
 2004 07/01/05 13 to 40 Years
 Greensboro, NC (b) 2,776
 3,990
 
 
 2,776
 3,990
 6,766
 (441) 2007 07/17/13 10 to 47 Years
 Grove City, OH (b) 2,050
 3,288
 
 
 2,050
 3,288
 5,338
 (429) 2008 07/17/13 9 to 38 Years
 Kansas City, KS (c) 1,932
 5,629
 
 
 1,932
 5,629
 7,561
 (646) 2009 07/17/13 6 to 43 Years
 Las Cruces, NM (c) 1,328
 2,616
 
 
 1,328
 2,616
 3,944
 (323) 2002 07/17/13 8 to 41 Years
 Mt Juliet, TN (c) 2,049
 4,604
 
 
 2,049
 4,604
 6,653
 (513) 2008 07/17/13 10 to 45 Years
 Roswell, NM (a) 1,002
 3,177
 
 
 1,002
 3,177
 4,179
 (849) 2004 07/01/05 14 to 50 Years
 Santa Clara, CA (c) 2,873
 8,252
 
 
 2,873
 8,252
 11,125
 (892) 2002 07/17/13 5 to 48 Years
 Wichita, KS (c) 3,368
 6,312
 
 
 3,368
 6,312
 9,680
 (1,046) 1984 07/17/13 7 to 29 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


Pet Supplies and Service                      
 Chattanooga, TN (b) 1,689
 2,837
 
 
 1,689
 2,837
 4,526
 (343) 1996 07/17/13 8 to 40 Years
 Daytona Beach, FL (b) 775
 3,880
 
 
 775
 3,880
 4,655
 (400) 1996 07/17/13 8 to 42 Years
 Fredericksburg, VA (b) 1,783
 3,491
 
 
 1,783
 3,491
 5,274
 (396) 1997 07/17/13 8 to 44 Years
 McCarran, NV (c) 8,333
 37,763
 
 
 8,333
 37,763
 46,096
 (5,042) 2008 07/17/13 8 to 40 Years
Progressive Medical CenterDunwoody, GA (d) 1,061
 4,556
 
 22
 1,061
 4,578
 5,639
 (250) 1988 10/27/16 2 to 40 Years
Promedica Physicians EyecareMonroe, MI (d) 728
 3,440
 
 
 728
 3,440
 4,168
 (575) 2002 08/18/14 9 to 30 Years
Rainbow Kids ClinicClarksville, TN (a) 978
 2,718
 
 
 978
 2,718
 3,696
 (262) 2011 12/04/14 15 to 40 Years
Rally'sNew Albany, IN (a) 497
 278
 
 
 497
 278
 775
 (190) 1992 09/24/04 15 to 30 Years
Rally'sLouisville, KY (a) 334
 251
 
 
 334
 251
 585
 (159) 1991 09/24/04 15 to 20 Years
Rally'sFlorence, KY (a) 524
 209
 
 
 524
 209
 733
 (184) 1992 09/24/04 15 to 30 Years
Rally'sMarion, IN (a) 503
 153
 
 
 503
 153
 656
 (147) 1990 09/24/04 15 to 20 Years
Raymour & Flanigan FurnitureHorseheads, NY (a) 1,376
 12,506
 
 
 1,376
 12,506
 13,882
 (611) 2005 10/06/15 15 to 50 Years
Raymour & Flanigan FurnitureJohnson City, NY (a) 1,459
 10,433
 
 
 1,459
 10,433
 11,892
 (653) 1978 10/06/15 15 to 40 Years

Wholesale Clubs                      
 Ft Lauderdale, FL (c) 6,775
 18,649
 
 
 6,775
 18,649
 25,424
 (2,221) 2007 07/17/13 12 to 37 Years
 Haverhill, MA (c) 3,192
 15,353
 
 
 3,192
 15,353
 18,545
 (2,112) 2007 07/17/13 11 to 32 Years
 St. Croix, VI (c) 2,132
 5,992
 
 
 2,132
 5,992
 8,124
 (775) 2005 07/17/13 8 to 37 Years
 Woodstock, GA (b) 4,383
 16,588
 
 
 4,383
 16,588
 20,971
 (2,333) 2001 07/17/13 8 to 33 Years
RBG Eye AssociatesSherman, TX (a) 1,249
 4,713
 
 
 1,249
 4,713
 5,962
 (362) 2013 06/30/15 15 to 40 Years
Red LobsterAlbany, GA (d) 744
 1,340
 
 
 744
 1,340
 2,084
 (181) 1971 12/23/14 15 to 30 Years
Red LobsterColumbus, GA (d) 876
 1,243
 
 
 876
 1,243
 2,119
 (173) 2003 12/23/14 15 to 30 Years
Red LobsterAurora, CO (d) 1,151
 1,742
 
 
 1,151
 1,742
 2,893
 (190) 1974 12/23/14 15 to 40 Years
Red LobsterBloomington, IL (d) 662
 1,029
 
 
 662
 1,029
 1,691
 (142) 1975 12/23/14 15 to 30 Years
Red LobsterDurham, NC (d) 1,477
 1,661
 
 
 1,477
 1,661
 3,138
 (235) 1978 12/23/14 15 to 30 Years
Red LobsterBeachwood, OH (d) 1,080
 1,773
 
 
 1,080
 1,773
 2,853
 (198) 1977 12/23/14 15 to 40 Years
Red LobsterSyracuse, NY (d) 734
 1,518
 
 
 734
 1,518
 2,252
 (219) 1981 12/23/14 15 to 30 Years
Red LobsterBradley, IL (d) 1,610
 1,783
 
 
 1,610
 1,783
 3,393
 (268) 1991 12/23/14 15 to 30 Years
Red LobsterMeadville, PA (d) 652
 1,284
 
 
 652
 1,284
 1,936
 (198) 1991 12/23/14 15 to 30 Years
Red LobsterOxford, AL (d) 489
 1,212
 
 
 489
 1,212
 1,701
 (168) 1991 12/23/14 15 to 30 Years
Red LobsterFindlay, OH (d) 958
 1,029
 
 
 958
 1,029
 1,987
 (154) 1991 12/23/14 15 to 30 Years
Red LobsterAdrian, MI (d) 652
 1,233
 
 
 652
 1,233
 1,885
 (166) 1991 12/23/14 15 to 30 Years
Red LobsterSalina, KS (d) 764
 1,100
 
 
 764
 1,100
 1,864
 (167) 1994 12/23/14 15 to 30 Years
Red LobsterTifton, GA (d) 642
 1,009
 
 
 642
 1,009
 1,651
 (120) 1995 12/23/14 15 to 40 Years
Red LobsterCouncil Bluffs, IA (d) 1,070
 703
 
 
 1,070
 703
 1,773
 (115) 1995 12/23/14 15 to 30 Years
Red LobsterStillwater, OK (d) 611
 1,447
 
 
 611
 1,447
 2,058
 (163) 1995 12/23/14 15 to 30 Years
Red LobsterMonroe, MI (d) 927
 897
 
 
 927
 897
 1,824
 (159) 1996 12/23/14 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Office Supplies                      
 Alcoa, TN (c) 918
 3,170
 
 
 918
 3,170
 4,088
 (350) 1999 07/17/13 8 to 40 Years
 Angola, IN (c) 431
 2,488
 (301) (1,668) 130
 820
 950
 
 2000 07/17/13 1 to 44 Years
 Balcones Heights, TX (b) 1,888
 2,117
 
 
 1,888
 2,117
 4,005
 (254) 2009 07/17/13 11 to 46 Years
 Benton, AR (c) 1,236
 1,926
 
 
 1,236
 1,926
 3,162
 (260) 2001 07/17/13 3 to 38 Years
 Clarksville, IN (c) 991
 3,161
 
 
 991
 3,161
 4,152
 (303) 2006 07/17/13 3 to 48 Years
 Crossville, TN (c) 668
 2,705
 
 
 668
 2,705
 3,373
 (288) 2001 07/17/13 3 to 46 Years
 Dayton, OH (c) 710
 2,417
 
 
 710
 2,417
 3,127
 (256) 2005 07/17/13 8 to 47 Years
 Enterprise, AL (c) 675
 2,239
 
 
 675
 2,239
 2,914
 (258) 2006 07/17/13 8 to 43 Years
 Greenville, MS (c) 583
 2,315
 
 
 583
 2,315
 2,898
 (288) 2000 07/17/13 1 to 35 Years
 Greenville, SC (b) 742
 3,026
 
 
 742
 3,026
 3,768
 (269) 2006 07/17/13 3 to 48 Years
 Guntersville, AL (c) 1,039
 2,535
 
 
 1,039
 2,535
 3,574
 (268) 2001 07/17/13 2 to 46 Years
 Laurel, MS (c) 401
 2,164
 
 
 401
 2,164
 2,565
 (272) 2002 07/17/13 3 to 35 Years
 London, KY (c) 1,398
 2,061
 
 
 1,398
 2,061
 3,459
 (248) 2001 07/17/13 3 to 46 Years
 Moraine, OH (c) 781
 2,649
 (533) (1,797) 248
 852
 1,100
 
 2006 07/17/13 2 to 43 Years
 Morrisville, NC (c) 408
 2,732
 
 
 408
 2,732
 3,140
 (274) 2008 07/17/13 11 to 47 Years
 Orangeburg, SC (c) 621
 2,208
 
 
 621
 2,208
 2,829
 (239) 1999 07/17/13 12 to 45 Years
 Oxford, MS (c) 1,625
 1,024
 
 
 1,625
 1,024
 2,649
 (190) 2006 07/17/13 9 to 33 Years
 Peru, IL (c) 963
 2,033
 
 
 963
 2,033
 2,996
 (292) 1998 07/17/13 1 to 35 Years
 Warrensburg, MO (c) 651
 2,261
 (460) (1,571) 191
 690
 881
 
 2001 07/17/13 3 to 38 Years
 Warsaw, IN (b) 590
 2,504
 
 
 590
 2,504
 3,094
 (280) 1998 07/17/13 11 to 44 Years
Financial Services                      
 Columbia, SC (c) 2,095
 16,191
 (627) (1,136) 1,468
 15,055
 16,523
 (6,596) 1988 09/09/05 5 to 29 Years
 Cross Plains, WI (c) 1,118
 1,479
 (271) (338) 847
 1,141
 1,988
 
 1988 07/17/13 1 to 22 Years
 Delray Beach, FL (b) 3,831
 16,789
 
 
 3,831
 16,789
 20,620
 (1,428) 1975 07/17/13 8 to 50 Years
 Kennesaw, GA (c) 3,560
 23,583
 
 
 3,560
 23,583
 27,143
 (2,287) 1996 07/17/13 8 to 45 Years
 Yuma, AZ (b) 2,583
 5,221
 
 
 2,583
 5,221
 7,804
 (789) 2007 07/17/13 4 to 46 Years
Other                      
 Gillette, WY (c) 1,520
 4,561
 
 
 1,520
 4,561
 6,081
 (368) 2001 12/30/14 15 to 40 Years

     Initial Cost to Company 
Cost Capitalized Subsequent to
Acquisition including impairment
 
Gross Amount at
December 31, 2016 (d)
2017 (g)
      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate Acquired Life in which depreciation in latest Statement of Operations is computed
Description
Encumbrances (e)
Land and
Improvements
Buildings and
Improvements
Improvements/
Land
Improvements/
building
Land and
Improvements
Buildings and
Improvements
Total
Final
Accum
Date of
Construction
Date
Acquired


 Henderson, CO (c) 3,240
 5,720
 
 
 3,240
 5,720
 8,960
 (425) 1977 12/30/14 15 to 50 Years
   
 $2,730,491
 $4,784,889
 $(26,481) $(9,668) $2,704,010
 $4,775,221
 $7,479,231
 $(940,005)      
Red LobsterTullahoma, TN (d) 520
 886
 
 
 520
 886
 1,406
 (111) 1996 12/23/14 15 to 40 Years
Red LobsterLewiston, ID (d) 1,080
 866
 
 
 1,080
 866
 1,946
 (146) 1996 12/23/14 15 to 30 Years
Red LobsterIndianapolis, IN (d) 418
 1,223
 
 
 418
 1,223
 1,641
 (132) 1992 12/23/14 15 to 30 Years
Red LobsterWaterford, MI (d) 761
 1,958
 
 
 761
 1,958
 2,719
 (197) 1997 02/10/15 15 to 40 Years
Red LobsterPaducah, KY (d) 1,485
 2,407
 
 69
 1,485
 2,476
 3,961
 (96) 2013 12/22/16 13 to 40 Years
Red LobsterWinston-Salem, NC (d) 1,707
 1,873
 
 
 1,707
 1,873
 3,580
 (74) 1998 12/22/16 13 to 40 Years
Red LobsterRockford, IL (d) 1,348
 2,842
 
 
 1,348
 2,842
 4,190
 (109) 1977 12/22/16 13 to 40 Years
Red LobsterZanesville, OH (d) 1,088
 2,218
 
 
 1,088
 2,218
 3,306
 (112) 1992 12/22/16 11 to 30 Years
Red LobsterMonroeville, PA (d) 1,677
 3,508
 
 
 1,677
 3,508
 5,185
 (159) 2009 12/22/16 12 to 30 Years
Red LobsterDuluth, GA (d) 1,913
 4,576
 
 
 1,913
 4,576
 6,489
 (151) 1984 12/22/16 13 to 40 Years
Red Mesa GrillTraverse City, MI (d) 651
 1,255
 
 
 651
 1,255
 1,906
 (119) 2004 11/09/15 15 to 30 Years
Red Mesa GrillBoyne City, MI (d) 69
 938
 
 
 69
 938
 1,007
 (69) 1997 11/09/15 15 to 30 Years
Red Mesa GrillElk Rapids, MI (d) 227
 947
 
 
 227
 947
 1,174
 (76) 1998 11/09/15 15 to 30 Years
Red Robin Gourmet BurgersGurnee, IL (a) 586
 619
 
 
 586
 619
 1,205
 (424) 1995 06/25/04 15 to 20 Years
Regal CinemasMartinsburg, WV (a) 2,450
 3,528
 
 
 2,450
 3,528
 5,978
 (1,794) 1998 09/30/05 12 to 30 Years
Regal CinemasFenton, MO (a) 2,792
 5,982
 
 
 2,792
 5,982
 8,774
 (833) 2008 09/29/14 13 to 40 Years
Regal CinemasLebanon, PA (a) 747
 4,295
 
 
 747
 4,295
 5,042
 (527) 2006 09/29/14 13 to 30 Years
Regal CinemasMassillon, OH (a) 1,767
 2,667
 
 1,600
 1,767
 4,267
 6,034
 (582) 2005 09/29/14 13 to 30 Years
Regal CinemasNitro, WV (a) 1,816
 3,068
 
 
 1,816
 3,068
 4,884
 (573) 2005 09/29/14 13 to 30 Years
Regal CinemasDickson City, PA (a) 4,198
 5,269
 
 
 4,198
 5,269
 9,467
 (1,111) 2010 09/29/14 13 to 30 Years
Regal CinemasSimpsonville, SC (a) 1,862
 5,453
 
 
 1,862
 5,453
 7,315
 (775) 2010 09/29/14 13 to 40 Years
Regal CinemasCarrollton, GA (d) 1,879
 5,868
 
 
 1,879
 5,868
 7,747
 (606) 2005 12/30/14 15 to 40 Years
Regal CinemasDawsonville, GA (d) 1,859
 4,207
 
 
 1,859
 4,207
 6,066
 (469) 2005 12/30/14 15 to 40 Years
Regal CinemasGainesville, GA (d) 2,278
 8,684
 
 
 2,278
 8,684
 10,962
 (807) 1996 12/30/14 15 to 40 Years
Regal CinemasWoodstock, GA (d) 2,798
 5,057
 
 
 2,798
 5,057
 7,855
 (632) 1997 12/30/14 15 to 30 Years
Regal CinemasGriffin, GA (d) 1,239
 3,188
 
 
 1,239
 3,188
 4,427
 (455) 2005 12/30/14 15 to 30 Years
Regal CinemasOmaha, NE (d) 2,254
 4,249
 
 
 2,254
 4,249
 6,503
 (578) 2006 03/26/15 12 to 30 Years
Regal CinemasAvon, IN (d) 3,388
 2,967
 
 3,651
 3,388
 6,618
 10,006
 (860) 1995 03/01/16 4 to 30 Years
Regal CinemasBowie, MD (d) 7,138
 5,936
 
 23
 7,138
 5,959
 13,097
 (368) 1998 11/23/16 8 to 40 Years
Renn Kirby Chevrolet BuickGettysburg, PA (a) 1,385
 3,259
 
 
 1,385
 3,259
 4,644
 (1,575) 2005 02/16/07 5 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

     Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment  Gross Amount at December 31, 2017 (g)        
Concept(a)City, StateRepresents properties collateralized with Master Trust Debt Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of $1,672,706.ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


Repair OnePort Orange, FL (a) 599
 967
 
 35
 599
 1,002
 1,601
 (67) 1997 06/24/16 13 to 30 Years
Rick Johnson Auto & TireNaples, FL (a) 249
 265
 
 
 249
 265
 514
 (65) 1966 10/28/13 9 to 20 Years
Rick Johnson Auto & TireNaples, FL (a) 425
 424
 
 
 425
 424
 849
 (95) 2006 10/28/13 9 to 30 Years
Rick Johnson Auto & TireEstero, FL (a) 334
 571
 
 
 334
 571
 905
 (116) 2009 10/28/13 9 to 30 Years
Rick Johnson Auto & TireEstero, FL (a) 394
 399
 
 
 394
 399
 793
 (94) 2004 10/28/13 9 to 30 Years
Rite AidSt. Clair Shores, MI (a) 1,169
 761
 
 
 1,169
 761
 1,930
 (319) 1991 05/02/05 15 to 30 Years
Rite AidPhiladelphia, PA (a) 733
 1,087
 
 
 733
 1,087
 1,820
 (337) 1993 07/01/05 19 to 40 Years
Rite AidMoundsville, WV (a) 706
 1,002
 
 
 706
 1,002
 1,708
 (316) 1993 07/01/05 19 to 40 Years
Rite AidOneida, NY (a) 1,315
 1,411
 
 
 1,315
 1,411
 2,726
 (443) 1999 07/01/05 19 to 40 Years
Rite AidUhrichsville, OH (a) 617
 2,345
 
 
 617
 2,345
 2,962
 (683) 2000 07/01/05 19 to 40 Years
Rite AidBuffalo, NY (a) 681
 925
 
 
 681
 925
 1,606
 (288) 1993 07/01/05 19 to 40 Years
Rite AidPhiladelphia, PA (a) 1,613
 1,880
 
 
 1,613
 1,880
 3,493
 (574) 1999 07/01/05 19 to 40 Years
Rite AidEnterprise, AL (d) 1,163
 1,612
 
 
 1,163
 1,612
 2,775
 (308) 2006 07/17/13 11 to 37 Years
Rite AidWauseon, OH (d) 1,000
 2,034
 
 
 1,000
 2,034
 3,034
 (361) 2005 07/17/13 12 to 37 Years
Rite AidFremont, OH (d) 504
 1,405
 (378) (1,053) 126
 352
 478
 (14) 1998 07/17/13 4 to 27 Years
Rite AidCleveland, OH (d) 776
 1,158
 
 
 776
 1,158
 1,934
 (239) 1998 07/17/13 5 to 30 Years
Rite AidDefiance, OH (d) 645
 2,452
 
 
 645
 2,452
 3,097
 (407) 2005 07/17/13 11 to 38 Years
Rite AidLansing, MI (d) 196
 1,487
 
 
 196
 1,487
 1,683
 (256) 1996 07/17/13 3 to 31 Years
Rite AidGlassport, PA (d) 550
 2,471
 
 
 550
 2,471
 3,021
 (421) 2006 07/17/13 11 to 37 Years
Rite AidLincolnton, NC (d) 548
 1,537
 
 
 548
 1,537
 2,085
 (262) 1998 07/17/13 4 to 37 Years
Rite AidEaston, PA (d) 1,028
 3,996
 
 
 1,028
 3,996
 5,024
 (580) 2006 07/17/13 12 to 41 Years
Rite AidPlains, PA (d) 1,502
 2,611
 
 
 1,502
 2,611
 4,113
 (446) 2006 07/17/13 12 to 37 Years
Rite AidLima, OH (d) 568
 3,221
 
 
 568
 3,221
 3,789
 (453) 2005 07/17/13 12 to 43 Years
Rite AidFredericksburg, VA (d) 1,426
 2,077
 
 
 1,426
 2,077
 3,503
 (361) 2006 07/17/13 14 to 37 Years
Rite AidSpartanburg, SC (d) 1,196
 1,671
 
 
 1,196
 1,671
 2,867
 (300) 1999 07/17/13 5 to 34 Years
Rite AidHixson, TN (d) 450
 2,025
 
 
 450
 2,025
 2,475
 (21) 1997 07/17/13 40 to 40 Years
Ruth's Chris SteakhouseMetairie, LA (c) 800
 3,016
 
 
 800
 3,016
 3,816
 (474) 1964 07/17/13 10 to 30 Years
Ruth's Chris SteakhouseSarasota, FL (b) 2,758
 412
 
 
 2,758
 412
 3,170
 (176) 2000 07/17/13 12 to 25 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)      
Concept(b)City, StateRepresents properties collateralized with fixed CMBS Debt Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of $514,919.ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


Ryan'sBowling Green, KY (b) 934
 3,135
 (579) (1,940) 355
 1,195
 1,550
 (70) 1997 07/17/13 10 to 34 Years
Ryan'sLake Charles, LA (b) 1,619
 1,349
 
 
 1,619
 1,349
 2,968
 (389) 1987 07/17/13 10 to 24 Years
Ryan'sPicayune, MS (b) 1,250
 1,409
 
 
 1,250
 1,409
 2,659
 (333) 1999 07/17/13 7 to 29 Years
Ryan'sConroe, TX (b) 942
 3,274
 (575) (2,006) 367
 1,268
 1,635
 (78) 1993 07/17/13 11 to 32 Years
Ryan'sPrinceton, WV (b) 948
 2,212
 
 
 948
 2,212
 3,160
 (538) 2001 07/17/13 11 to 25 Years
Saisaki Asian Bistro and SushiNewport News, VA (d) 1,184
 311
 
 
 1,184
 311
 1,495
 (318) 1995 06/25/04 10 to 25 Years
Sanford's Grub & PubDickinson, ND (a) 616
 1,301
 
 
 616
 1,301
 1,917
 (464) 2003 12/29/06 15 to 40 Years
Sanford's Grub & PubCheyenne, WY (d) 277
 2,041
 
 
 277
 2,041
 2,318
 (1,122) 1928 12/29/06 15 to 20 Years
Serrano's Mexican RestaurantMesa, AZ (d) 422
 1,002
 
 
 422
 1,002
 1,424
 (163) 1990 06/14/13 15 to 40 Years
Serrano's Mexican RestaurantQueen Creek, AZ (d) 609
 1,159
 
 
 609
 1,159
 1,768
 (208) 2004 06/14/13 15 to 40 Years
Service KingMadison, TN (a) 662
 1,567
 
 
 662
 1,567
 2,229
 (197) 2000 03/31/14 14 to 40 Years
Service KingNashville, TN (a) 828
 1,405
 
 
 828
 1,405
 2,233
 (239) 2000 03/31/14 14 to 30 Years
Service KingClarksville, TN (a) 658
 1,243
 
 
 658
 1,243
 1,901
 (195) 2000 03/31/14 14 to 30 Years
Sheffield PharmaceuticalsNorwich, CT (d) 627
 4,767
 
 27
 627
 4,794
 5,421
 (288) 1975 06/30/16 4 to 30 Years
ShellKimberling City, MO (d) 173
 474
 
 9
 173
 483
 656
 (15) 1950 03/23/17 15 to 30 Years
ShellBranson, MO (d) 1,781
 2,864
 
 
 1,781
 2,864
 4,645
 (126) 1992 03/23/17 15 to 30 Years
ShellJoplin, MO (d) 352
 434
 
 28
 352
 462
 814
 (16) 2008 05/05/17 15 to 40 Years
ShellRichland, MO (d) 2,657
 1,181
 
 
 2,657
 1,181
 3,838
 (142) 1984 05/05/17 10 to 20 Years
ShellHoliday Island, AR (d) 222
 357
 
 
 222
 357
 579
 (16) 2000 05/05/17 10 to 30 Years
Shooters WorldTampa, FL (d) 1,588
 6,134
 
 
 1,588
 6,134
 7,722
 (473) 1990 06/05/15 15 to 40 Years
ShopkoWoodsfield, OH (d) 691
 1,009
 
 
 691
 1,009
 1,700
 (574) 2000 05/31/06 15 to 30 Years
ShopkoManistique, MI (d) 659
 1,223
 
 
 659
 1,223
 1,882
 (625) 2000 05/31/06 15 to 30 Years
ShopkoMinerva, OH (d) 1,103
 902
 
 
 1,103
 902
 2,005
 (647) 2000 05/31/06 15 to 30 Years
ShopkoBurlington, KS (d) 371
 565
 
 
 371
 565
 936
 (402) 1990 05/31/06 15 to 20 Years
ShopkoClarion, IA (d) 365
 812
 
 
 365
 812
 1,177
 (415) 2000 05/31/06 15 to 30 Years
ShopkoMount Ayr, IA (d) 228
 666
 
 
 228
 666
 894
 (311) 1995 05/31/06 15 to 30 Years
ShopkoGallatin, MO (d) 57
 405
 
 
 57
 405
 462
 (175) 1990 05/31/06 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)      
Concept(c)City, StateRepresents unencumbered Properties. Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


ShopkoMemphis, MO (d) 448
 313
 
 
 448
 313
 761
 (270) 1983 05/31/06 15 to 20 Years
ShopkoAlbany, MO (d) 66
 410
 
 
 66
 410
 476
 (171) 1990 05/31/06 15 to 30 Years
ShopkoPowell, WY (d) 1,264
 859
 
 
 1,264
 859
 2,123
 (621) 1985 05/31/06 15 to 25 Years
ShopkoTuscola, IL (d) 724
 897
 
 
 724
 897
 1,621
 (543) 2000 05/31/06 15 to 30 Years
ShopkoRockville, IN (d) 628
 939
 
 
 628
 939
 1,567
 (526) 1999 05/31/06 15 to 30 Years
ShopkoSturgis, SD (d) 402
 717
 
 
 402
 717
 1,119
 (471) 1984 05/31/06 15 to 25 Years
ShopkoAttica, IN (d) 550
 1,116
 
 
 550
 1,116
 1,666
 (580) 1999 05/31/06 15 to 30 Years
ShopkoMonticello, IL (d) 641
 1,172
 
 
 641
 1,172
 1,813
 (603) 1999 05/31/06 15 to 30 Years
ShopkoClintonville, WI (d) 495
 1,089
 
 
 495
 1,089
 1,584
 (690) 1978 05/31/06 15 to 25 Years
ShopkoLancaster, WI (d) 581
 1,018
 
 
 581
 1,018
 1,599
 (534) 1999 05/31/06 15 to 30 Years
ShopkoPerry, IA (d) 651
 1,015
 
 
 651
 1,015
 1,666
 (564) 1998 05/31/06 15 to 30 Years
ShopkoGlasgow, MT (d) 772
 1,623
 
 
 772
 1,623
 2,395
 (814) 1998 05/31/06 15 to 30 Years
ShopkoArcadia, WI (d) 673
 983
 
 
 673
 983
 1,656
 (616) 2000 05/31/06 15 to 30 Years
ShopkoLander, WY (d) 289
 589
 
 
 289
 589
 878
 (394) 1974 05/31/06 15 to 20 Years
ShopkoWaukon, IA (d) 604
 971
 
 
 604
 971
 1,575
 (523) 1998 05/31/06 15 to 30 Years
ShopkoDyersville, IA (d) 381
 1,082
 
 
 381
 1,082
 1,463
 (515) 2000 05/31/06 15 to 30 Years
ShopkoGlenwood, MN (d) 775
 1,404
 
 
 775
 1,404
 2,179
 (582) 1996 05/31/06 15 to 40 Years
ShopkoDowagiac, MI (d) 762
 984
 
 
 762
 984
 1,746
 (546) 2000 05/31/06 15 to 30 Years
ShopkoHart, MI (d) 565
 1,377
 
 
 565
 1,377
 1,942
 (634) 1999 05/31/06 15 to 30 Years
ShopkoRawlins, WY (d) 430
 581
 
 
 430
 581
 1,011
 (433) 1971 05/31/06 15 to 20 Years
ShopkoOconto, WI (d) 496
 1,176
 
 
 496
 1,176
 1,672
 (611) 2000 05/31/06 15 to 30 Years
ShopkoNewaygo, MI (d) 633
 1,155
 
 
 633
 1,155
 1,788
 (587) 2000 05/31/06 15 to 30 Years
ShopkoClare, MI (d) 1,219
 760
 
 
 1,219
 760
 1,979
 (617) 2000 05/31/06 15 to 30 Years
ShopkoKewaunee, WI (d) 872
 758
 
 
 872
 758
 1,630
 (567) 2000 05/31/06 15 to 30 Years
ShopkoMadison, SD (d) 1,060
 1,015
 
 
 1,060
 1,015
 2,075
 (756) 1975 05/31/06 15 to 25 Years
ShopkoMount Carmel, IL (d) 972
 1,602
 
 
 972
 1,602
 2,574
 (1,077) 2000 05/31/06 15 to 20 Years
ShopkoFergus Falls, MN (d) 738
 1,175
 
 
 738
 1,175
 1,913
 (722) 1986 05/31/06 15 to 20 Years
ShopkoAllegan, MI (d) 741
 1,198
 
 
 741
 1,198
 1,939
 (612) 2000 05/31/06 15 to 30 Years
ShopkoSpokane, WA (d) 1,014
 3,005
 
 
 1,014
 3,005
 4,019
 (1,562) 1987 05/31/06 15 to 29 Years
ShopkoTwin Falls, ID (d) 2,037
 3,696
 
 
 2,037
 3,696
 5,733
 (2,274) 1986 05/31/06 15 to 20 Years
ShopkoWorthington, MN (d) 2,861
 3,767
 
 
 2,861
 3,767
 6,628
 (1,721) 1984 05/31/06 15 to 30 Years
ShopkoSt. Cloud, MN (d) 3,749
 4,884
 
 
 3,749
 4,884
 8,633
 (2,957) 1985 05/31/06 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)      
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


ShopkoAustin, MN (d) 4,246
 4,444
 
 
 4,246
 4,444
 8,690
 (2,081) 1983 05/31/06 15 to 30 Years
ShopkoMankato, MN (d) 6,167
 4,861
 
 
 6,167
 4,861
 11,028
 (2,896) 1971 05/31/06 15 to 28 Years
ShopkoAberdeen, SD (d) 3,857
 3,348
 
 
 3,857
 3,348
 7,205
 (1,658) 1984 05/31/06 15 to 30 Years
ShopkoRochester, MN (d) 6,466
 4,232
 
 
 6,466
 4,232
 10,698
 (2,678) 1981 05/31/06 15 to 28 Years
ShopkoMarquette, MI (d) 4,423
 5,774
 
 
 4,423
 5,774
 10,197
 (3,460) 1969 05/31/06 15 to 25 Years
ShopkoRochester, MN (d) 6,189
 4,511
 
 
 6,189
 4,511
 10,700
 (2,792) 1981 05/31/06 15 to 20 Years
ShopkoLewiston, ID (d) 409
 2,999
 
 
 409
 2,999
 3,408
 (1,848) 1987 05/31/06 15 to 25 Years
ShopkoHoughton, MI (d) 1,963
 4,025
 
 
 1,963
 4,025
 5,988
 (1,980) 1994 05/31/06 15 to 30 Years
ShopkoMissoula, MT (d) 4,123
 5,253
 
 
 4,123
 5,253
 9,376
 (3,038) 1987 05/31/06 15 to 28 Years
ShopkoKingsford, MI (d) 3,736
 3,570
 
 
 3,736
 3,570
 7,306
 (2,212) 1970 05/31/06 15 to 28 Years
ShopkoEscanaba, MI (d) 3,030
 3,321
 
 
 3,030
 3,321
 6,351
 (2,008) 1971 05/31/06 15 to 28 Years
ShopkoUnion Gap, WA (d) 481
 4,079
 
 
 481
 4,079
 4,560
 (2,447) 1991 05/31/06 15 to 29 Years
ShopkoJacksonville, IL (d) 3,603
 3,569
 
 
 3,603
 3,569
 7,172
 (2,153) 1996 05/31/06 15 to 30 Years
ShopkoRiver Falls, WI (d) 1,787
 4,283
 
 
 1,787
 4,283
 6,070
 (1,920) 1994 05/31/06 15 to 30 Years
ShopkoDixon, IL (d) 1,502
 2,810
 
 
 1,502
 2,810
 4,312
 (1,327) 1993 05/31/06 15 to 30 Years
ShopkoBelvidere, IL (d) 3,061
 3,609
 
 
 3,061
 3,609
 6,670
 (1,729) 1995 05/31/06 15 to 30 Years
ShopkoFreeport, IL (d) 1,941
 2,431
 
 
 1,941
 2,431
 4,372
 (1,317) 1994 05/31/06 15 to 30 Years
ShopkoHelena, MT (d) 3,176
 5,583
 (724) 
 2,452
 5,583
 8,035
 (2,381) 1992 05/31/06 15 to 30 Years
ShopkoSheboygan, WI (d) 2,973
 4,340
 
 
 2,973
 4,340
 7,313
 (2,167) 1993 05/31/06 15 to 30 Years
ShopkoMonroe, WI (d) 1,526
 4,027
 
 
 1,526
 4,027
 5,553
 (1,783) 1994 05/31/06 15 to 30 Years
ShopkoDuluth, MN (d) 4,722
 6,955
 
 
 4,722
 6,955
 11,677
 (2,972) 1993 05/31/06 15 to 30 Years
ShopkoOnalaska, WI (d) 2,468
 4,392
 
 
 2,468
 4,392
 6,860
 (1,947) 1989 05/31/06 15 to 30 Years
ShopkoLogan, UT (d) 454
 3,453
 
 
 454
 3,453
 3,907
 (2,130) 1989 05/31/06 15 to 20 Years
ShopkoSioux Falls, SD (d) 4,907
 4,023
 
 
 4,907
 4,023
 8,930
 (2,492) 1987 05/31/06 15 to 28 Years
ShopkoGrafton, WI (d) 2,952
 4,206
 
 
 2,952
 4,206
 7,158
 (1,977) 1989 05/31/06 15 to 30 Years
ShopkoWatertown, SD (d) 3,064
 3,519
 
 
 3,064
 3,519
 6,583
 (1,596) 1985 05/31/06 15 to 30 Years
ShopkoAlbert Lea, MN (d) 2,526
 3,141
 
 
 2,526
 3,141
 5,667
 (1,993) 1985 05/31/06 15 to 25 Years
ShopkoStevens Point, WI (d) 1,383
 5,401
 
 
 1,383
 5,401
 6,784
 (2,881) 1985 05/31/06 15 to 25 Years
ShopkoFond du Lac, WI (d) 4,110
 5,210
 
 
 4,110
 5,210
 9,320
 (2,186) 1985 05/31/06 15 to 30 Years
ShopkoMason City, IA (d) 2,186
 3,888
 
 
 2,186
 3,888
 6,074
 (2,340) 1985 05/31/06 15 to 28 Years
ShopkoOshkosh, WI (d) 3,594
 4,384
 
 
 3,594
 4,384
 7,978
 (1,934) 1984 05/31/06 15 to 30 Years
ShopkoKenosha, WI (d) 3,079
 4,259
 
 
 3,079
 4,259
 7,338
 (2,676) 1980 05/31/06 15 to 25 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


ShopkoNorfolk, NE (d) 2,701
 2,912
 
 
 2,701
 2,912
 5,613
 (1,617) 1984 05/31/06 15 to 30 Years
ShopkoKimberly, WI (d) 3,550
 4,749
 
 
 3,550
 4,749
 8,299
 (2,755) 1979 05/31/06 15 to 28 Years
ShopkoLake Hallie, WI (d) 2,627
 3,965
 
 
 2,627
 3,965
 6,592
 (2,125) 1982 05/31/06 15 to 30 Years
ShopkoJanesville, WI (d) 3,166
 4,808
 
 
 3,166
 4,808
 7,974
 (2,862) 1980 05/31/06 15 to 28 Years
ShopkoMarshall, MN (d) 4,152
 2,872
 
 
 4,152
 2,872
 7,024
 (1,943) 1972 05/31/06 15 to 28 Years
ShopkoRacine, WI (d) 3,076
 5,305
 
 
 3,076
 5,305
 8,381
 (3,001) 1979 05/31/06 15 to 25 Years
ShopkoMitchell, SD (d) 3,918
 3,126
 
 
 3,918
 3,126
 7,044
 (1,961) 1973 05/31/06 15 to 28 Years
ShopkoSt. Cloud, MN (d) 5,033
 6,589
 
 
 5,033
 6,589
 11,622
 (2,863) 1991 05/31/06 15 to 30 Years
ShopkoBeloit, WI (d) 3,191
 4,414
 
 
 3,191
 4,414
 7,605
 (2,782) 1978 05/31/06 15 to 25 Years
ShopkoWatertown, WI (d) 3,124
 4,436
 
 
 3,124
 4,436
 7,560
 (2,646) 1972 05/31/06 15 to 25 Years
ShopkoMarshfield, WI (d) 3,272
 4,406
 
 
 3,272
 4,406
 7,678
 (2,561) 1968 05/31/06 15 to 28 Years
ShopkoHutchinson, MN (d) 2,793
 4,108
 
 
 2,793
 4,108
 6,901
 (1,847) 1991 05/31/06 15 to 30 Years
ShopkoAppleton, WI (d) 4,898
 5,804
 
 
 4,898
 5,804
 10,702
 (2,432) 1971 05/31/06 15 to 30 Years
ShopkoRothschild, WI (d) 2,685
 4,231
 
 
 2,685
 4,231
 6,916
 (2,607) 1977 05/31/06 15 to 29 Years
ShopkoGreen Bay, WI (d) 6,155
 6,298
 
 
 6,155
 6,298
 12,453
 (2,640) 1979 05/31/06 15 to 30 Years
ShopkoWisconsin Rapids, WI (d) 3,689
 4,806
 
 
 3,689
 4,806
 8,495
 (2,845) 1969 05/31/06 15 to 28 Years
ShopkoDe Pere, WI (d) 264
 1,681
 
 
 264
 1,681
 1,945
 (665) 2000 05/31/06 15 to 30 Years
ShopkoLa Crosse, WI (d) 2,896
 3,810
 
 
 2,896
 3,810
 6,706
 (2,315) 1978 05/31/06 15 to 25 Years
ShopkoMonmouth, IL (d) 2,037
 1,166
 
 
 2,037
 1,166
 3,203
 (1,003) 1971 05/31/06 15 to 25 Years
ShopkoGreen Bay, WI (d) 8,698
 12,160
 
 
 8,698
 12,160
 20,858
 (6,782) 2000 05/31/06 15 to 28 Years
ShopkoQuincy, IL (d) 3,510
 4,916
 
 
 3,510
 4,916
 8,426
 (2,954) 1986 05/31/06 15 to 28 Years
ShopkoGreen Bay, WI (d) 4,788
 4,605
 
 
 4,788
 4,605
 9,393
 (2,834) 1966 05/31/06 15 to 28 Years
ShopkoGothenburg, NE (a) 391
 1,798
 
 
 391
 1,798
 2,189
 (490) 2007 12/08/09 12 to 47 Years
ShopkoThermopolis, WY (a) 589
 1,601
 
 
 589
 1,601
 2,190
 (446) 2007 12/08/09 12 to 47 Years
ShopkoAinsworth, NE (a) 361
 1,829
 
 
 361
 1,829
 2,190
 (497) 2007 12/08/09 12 to 47 Years
ShopkoO'Neill, NE (a) 400
 1,752
 
 
 400
 1,752
 2,152
 (530) 1972 12/08/09 12 to 47 Years
ShopkoCarrollton, MO (d) 352
 345
 
 
 352
 345
 697
 (289) 1994 07/21/11 9 to 20 Years
Skyline ChiliFairborn, OH (a) 923
 468
 
 
 923
 468
 1,391
 (297) 1998 06/25/04 15 to 30 Years
Skyline ChiliLewis Center, OH (a) 626
 560
 
 
 626
 560
 1,186
 (303) 1998 06/25/04 15 to 30 Years
Slim ChickensTexarkana, TX (a) 265
 747
 
 
 265
 747
 1,012
 (134) 2013 11/04/13 14 to 30 Years
Slim ChickensFayetteville, AR (a) 1,019
 1,150
 
 
 1,019
 1,150
 2,169
 (167) 2014 06/23/14 15 to 40 Years
Slim ChickensStillwater, OK (d) 1,314
 1,111
 
 
 1,314
 1,111
 2,425
 (133) 2015 03/31/15 15 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


Smart & FinalWestlake Village, CA (d) 6,449
 6,129
 
 
 6,449
 6,129
 12,578
 (651) 1998 04/20/15 15 to 30 Years
Smart & FinalPalmdale, CA (d) 3,849
 9,803
 
 
 3,849
 9,803
 13,652
 (894) 2005 03/23/15 15 to 40 Years
Smart & FinalChula Vista, CA (d) 3,801
 5,718
 
 
 3,801
 5,718
 9,519
 (636) 1986 03/20/15 15 to 30 Years
Smart & FinalEl Cajon, CA (d) 7,323
 10,056
 
 
 7,323
 10,056
 17,379
 (1,180) 1997 03/16/15 15 to 30 Years
Smart & FinalAtascadero, CA (d) 3,677
 8,920
 
 
 3,677
 8,920
 12,597
 (1,007) 2000 04/06/15 15 to 30 Years
Smokey BonesPittsburgh, PA (b) 1,481
 676
 
 
 1,481
 676
 2,157
 (394) 2006 12/31/07 15 to 40 Years
Smokey BonesClearwater, FL (b) 2,226
 858
 
 
 2,226
 858
 3,084
 (418) 2004 12/31/07 15 to 40 Years
Smokey BonesGreensboro, NC (b) 1,009
 444
 
 
 1,009
 444
 1,453
 (338) 2003 12/31/07 15 to 40 Years
Smokey BonesBowie, MD (b) 1,501
 615
 
 
 1,501
 615
 2,116
 (334) 2004 12/31/07 15 to 40 Years
Smokey BonesFort Wayne, IN (b) 1,110
 817
 
 
 1,110
 817
 1,927
 (480) 2003 12/31/07 15 to 40 Years
Smokey BonesMentor, OH (b) 873
 790
 
 
 873
 790
 1,663
 (428) 2003 12/31/07 15 to 40 Years
Smokey BonesMelbourne, FL (b) 2,005
 794
 
 
 2,005
 794
 2,799
 (476) 1986 12/31/07 15 to 40 Years
Smokey BonesFairview Heights, IL (b) 1,020
 826
 
 
 1,020
 826
 1,846
 (523) 1972 12/31/07 15 to 30 Years
Smokey BonesDayton, OH (b) 1,026
 907
 
 
 1,026
 907
 1,933
 (478) 2002 12/31/07 15 to 40 Years
Smokey BonesWarwick, RI (b) 1,593
 1,314
 
 
 1,593
 1,314
 2,907
 (602) 1990 12/31/07 15 to 40 Years
Smokey BonesSpringfield, IL (b) 1,115
 772
 
 
 1,115
 772
 1,887
 (404) 1996 12/31/07 15 to 40 Years
Smokey BonesOrlando, FL (b) 2,006
 571
 
 
 2,006
 571
 2,577
 (330) 2002 12/31/07 15 to 40 Years
Smokey BonesColonie, NY (b) 1,322
 991
 (350) (261) 972
 730
 1,702
 (445) 1994 12/31/07 15 to 40 Years
Solea Mexican GrillAppleton, WI (a) 727
 1,329
 
 9
 727
 1,338
 2,065
 (677) 1993 12/29/06 7 to 30 Years
SonicPilot Point, TX (d) 446
 436
 
 
 446
 436
 882
 (51) 2000 07/25/16 13 to 30 Years
SonicLittle Elm, TX (d) 620
 244
 
 
 620
 244
 864
 (45) 2001 07/25/16 13 to 20 Years
SonicCelina, TX (d) 411
 199
 
 
 411
 199
 610
 (38) 2003 07/25/16 13 to 20 Years
SonicSt.Paul, TX (d) 509
 192
 
 
 509
 192
 701
 (42) 2003 07/25/16 13 to 20 Years
SonicLavon, TX (d) 404
 212
 
 
 404
 212
 616
 (41) 2003 07/25/16 13 to 20 Years
SonicMelissa, TX (d) 715
 609
 
 
 715
 609
 1,324
 (64) 2004 07/25/16 13 to 30 Years
SonicProsper, TX (d) 990
 435
 
 
 990
 435
 1,425
 (58) 2004 07/25/16 13 to 30 Years
SonicGunter, TX (d) 248
 250
 
 
 248
 250
 498
 (34) 2004 07/25/16 13 to 20 Years
SonicLeonard, TX (d) 323
 465
 
 
 323
 465
 788
 (48) 2005 07/25/16 13 to 30 Years
SonicKeene, TX (d) 343
 260
 
 
 343
 260
 603
 (36) 2005 07/25/16 13 to 30 Years
Sonic Drive-InKnoxville, TN (a) 635
 227
 
 
 635
 227
 862
 (316) 1995 07/01/05 15 to 20 Years
Sonic Drive-InRadford, VA (a) 499
 248
 
 
 499
 248
 747
 (384) 1995 07/01/05 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


Sonic Drive-InChristiansburg, VA (a) 666
 168
 
 
 666
 168
 834
 (308) 1994 07/01/05 15 to 20 Years
Sonic Drive-InPulaski, VA (a) 444
 236
 
 
 444
 236
 680
 (326) 1994 07/01/05 15 to 20 Years
Sonic Drive-InWytheville, VA (a) 446
 172
 
 
 446
 172
 618
 (233) 1995 07/01/05 15 to 20 Years
Sonic Drive-InMaryville, TN (a) 810
 306
 
 
 810
 306
 1,116
 (298) 1993 07/01/05 15 to 20 Years
Sonic Drive-InKingsport, TN (a) 592
 200
 
 
 592
 200
 792
 (358) 1992 07/01/05 15 to 20 Years
Sonic Drive-InKnoxville, TN (a) 547
 230
 
 
 547
 230
 777
 (387) 1987 07/01/05 10 to 15 Years
Sonic Drive-InBristol, TN (a) 484
 134
 
 
 484
 134
 618
 (247) 1991 07/01/05 15 to 20 Years
Sonic Drive-InElizabethton, TN (a) 655
 129
 
 
 655
 129
 784
 (250) 1993 07/01/05 15 to 20 Years
Sonic Drive-InRaleigh, NC (b) 639
 320
 
 
 639
 320
 959
 (101) 2008 09/17/13 15 to 30 Years
Sonic Drive-InConcord, NC (b) 244
 310
 
 
 244
 310
 554
 (60) 1993 09/17/13 15 to 30 Years
Sonic Drive-InRolesville, NC (b) 526
 320
 
 
 526
 320
 846
 (96) 2007 09/17/13 15 to 30 Years
Sonic Drive-InAlbermarle, NC (b) 639
 310
 
 
 639
 310
 949
 (65) 1993 09/17/13 15 to 30 Years
Sonic Drive-InSalisbury, NC (b) 357
 338
 
 
 357
 338
 695
 (77) 2002 09/17/13 15 to 30 Years
Sonic Drive-InRockwell, NC (b) 385
 385
 
 
 385
 385
 770
 (116) 2006 09/17/13 15 to 30 Years
Sonic Drive-InSouth Hill, VA (b) 564
 320
 
 
 564
 320
 884
 (107) 2007 09/17/13 15 to 30 Years
Sonic Drive-InZebulon, NC (b) 780
 395
 
 
 780
 395
 1,175
 (120) 2006 09/17/13 15 to 30 Years
Sonic Drive-InSiler City, NC (b) 686
 385
 
 
 686
 385
 1,071
 (129) 2005 09/17/13 15 to 30 Years
Sonic Drive-InCreedmoor, NC (b) 451
 367
 
 
 451
 367
 818
 (105) 2006 09/17/13 15 to 30 Years
Sonic Drive-InKannapolis, NC (b) 244
 291
 
 
 244
 291
 535
 (71) 2001 09/17/13 15 to 30 Years
Sonic Drive-InHarrisburg, NC (b) 489
 291
 
 
 489
 291
 780
 (79) 2004 09/17/13 15 to 30 Years
Sonic Drive-InConcord, NC (b) 855
 348
 
 
 855
 348
 1,203
 (87) 2004 09/17/13 15 to 30 Years
Sonic Drive-InAberdeen, NC (b) 564
 338
 
 
 564
 338
 902
 (67) 1994 09/17/13 15 to 30 Years
Sonic Drive-InFlowood, MS (a) 338
 848
 
 
 338
 848
 1,186
 (119) 1994 07/31/14 15 to 30 Years
Sonic Drive-InHattiesburg, MS (a) 845
 995
 
 
 845
 995
 1,840
 (151) 2010 07/14/14 15 to 40 Years
Sonic Drive-InD'Iberville, MS (a) 597
 995
 
 
 597
 995
 1,592
 (150) 2005 07/14/14 15 to 30 Years
Sonic Drive-InLaurel, MS (a) 543
 754
 
 
 543
 754
 1,297
 (127) 1993 09/22/14 15 to 30 Years
Sonic Drive-InBay Minette, AL (a) 583
 754
 
 
 583
 754
 1,337
 (130) 2000 09/22/14 15 to 30 Years
Sonic Drive-InBeaumont, TX (d) 580
 284
 
 
 580
 284
 864
 (79) 2001 08/31/15 15 to 20 Years
Sonic Drive-InPort Arthur, TX (d) 187
 256
 
 
 187
 256
 443
 (48) 1976 08/31/15 15 to 20 Years
Sonic Drive-InPort Arthur, TX (d) 384
 266
 
 
 384
 266
 650
 (72) 2002 08/31/15 15 to 20 Years
Sonic Drive-InBeaumont, TX (d) 777
 246
 
 
 777
 246
 1,023
 (81) 2000 08/31/15 15 to 20 Years
Sonic Drive-InPort Arthur, TX (d) 403
 344
 
 
 403
 344
 747
 (80) 2004 08/31/15 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


Sonic Drive-InBeaumont, TX (d) 758
 325
 
 
 758
 325
 1,083
 (85) 2007 08/31/15 15 to 30 Years
Sonic Drive-InOrange, TX (d) 541
 335
 
 
 541
 335
 876
 (75) 2007 08/31/15 15 to 30 Years
Sonny's BBQGainesville, FL (d) 1,489
 1,241
 
 104
 1,489
 1,345
 2,834
 (53) 2000 12/28/16 6 to 40 Years
Sonny's BBQGainesville, FL (d) 1,534
 883
 
 
 1,534
 883
 2,417
 (44) 1984 12/28/16 6 to 30 Years
Sonny's BBQOrlando, FL (d) 1,351
 1,404
 
 
 1,351
 1,404
 2,755
 (47) 2002 12/28/16 8 to 40 Years
Sonny's BBQOrlando, FL (d) 1,484
 1,415
 
 
 1,484
 1,415
 2,899
 (55) 1998 12/28/16 6 to 40 Years
Sonny's BBQOrlando, FL (d) 1,319
 1,424
 
 
 1,319
 1,424
 2,743
 (48) 1997 12/28/16 7 to 40 Years
Sonny's BBQOviedo, FL (d) 1,499
 1,449
 
 
 1,499
 1,449
 2,948
 (56) 2006 12/28/16 7 to 40 Years
Sonny's BBQSanford, FL (d) 1,405
 1,191
 
 
 1,405
 1,191
 2,596
 (57) 1987 12/28/16 6 to 30 Years
Sonny's BBQInverness, FL (d) 584
 503
 
 1
 584
 504
 1,088
 (18) 1998 06/09/17 10 to 30 Years
South Carolina Oncology AssociatesColumbia, SC (d) 3,378
 35,153
 
 
 3,378
 35,153
 38,531
 (3,707) 2003 12/31/13 15 to 40 Years
Southern TheatresMooresville, NC (d) 5,087
 6,800
 
 
 5,087
 6,800
 11,887
 (920) 1999 09/25/14 15 to 30 Years
Southern TheatresAnderson, SC (d) 5,248
 6,437
 
 
 5,248
 6,437
 11,685
 (1,136) 2000 09/25/14 15 to 30 Years
Southwest StainlessLakeland, FL (a) 1,098
 1,281
 
 
 1,098
 1,281
 2,379
 (969) 1984 07/01/05 14 to 20 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)Bonita Springs, FL (b) 317
 1,619
 
 
 317
 1,619
 1,936
 (267) 2003 08/30/12 15 to 50 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)Cape Coral, FL (b) 545
 1,716
 
 
 545
 1,716
 2,261
 (337) 2011 08/30/12 15 to 50 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)Fort Myers, FL (b) 903
 6,445
 
 
 903
 6,445
 7,348
 (986) 1989 08/30/12 15 to 50 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)Naples, FL (b) 1,351
 5,368
 
 
 1,351
 5,368
 6,719
 (818) 2002 08/30/12 15 to 50 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)Naples, FL (b) 1,829
 4,522
 
 
 1,829
 4,522
 6,351
 (825) 1978 08/30/12 15 to 40 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


Specialists in Urology (21st Century Oncology Holdings, Inc.)Bonita Springs, FL (b) 738
 4,022
 
 
 738
 4,022
 4,760
 (642) 2006 08/30/12 15 to 50 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)Bonita Springs, FL (b) 376
 940
 
 
 376
 940
 1,316
 (182) 2006 08/30/12 15 to 50 Years
Specialists in Urology (21st Century Oncology Holdings, Inc.)Naples, FL (b) 1,057
 3,845
 
 
 1,057
 3,845
 4,902
 (608) 2012 10/31/12 15 to 50 Years
Specialists in Urology (Northwest Cancer Care Management Co, LLC)Kennewick, WA (d) 353
 4,248
 
 
 353
 4,248
 4,601
 (238) 2011 03/31/16 13 to 40 Years
Sportsman's WarehouseThornton, CO (d) 2,836
 5,069
 
 
 2,836
 5,069
 7,905
 (1,174) 2003 10/15/12 15 to 30 Years
Sportsman's WarehouseAnkeny, IA (d) 3,913
 3,671
 
 
 3,913
 3,671
 7,584
 (905) 2003 10/15/12 15 to 30 Years
Sportsman's WarehouseMidvale, UT (d) 2,931
 4,844
 
 
 2,931
 4,844
 7,775
 (1,042) 2002 10/15/12 15 to 30 Years
Sportsman's WarehouseMesa, AZ (d) 2,040
 5,696
 
 
 2,040
 5,696
 7,736
 (1,192) 2005 10/15/12 15 to 30 Years
Sportsman's WarehousePhoenix, AZ (d) 2,098
 5,338
 
 
 2,098
 5,338
 7,436
 (1,139) 2003 10/15/12 15 to 30 Years
Sportsman's WarehouseLoveland, CO (d) 2,329
 4,750
 
 
 2,329
 4,750
 7,079
 (990) 2001 10/15/12 15 to 30 Years
Sportsman's WarehouseBend, OR (b) 1,516
 4,850
 
 
 1,516
 4,850
 6,366
 (626) 2000 08/15/13 10 to 50 Years
Sportsman's WarehouseSoldotna, AK (a) 1,177
 2,245
 
 
 1,177
 2,245
 3,422
 (251) 1983 05/22/14 15 to 40 Years
Sportsman's WarehouseWilliston, ND (d) 2,190
 4,132
 
 
 2,190
 4,132
 6,322
 (292) 2015 08/24/15 15 to 50 Years
Sportsman's WarehouseColorado Springs, CO (d) 2,568
 4,842
 
 
 2,568
 4,842
 7,410
 (293) 2005 08/31/16 10 to 40 Years
Spring East BuffetLeeds, AL (a) 907
 926
 
 31
 907
 957
 1,864
 (791) 2003 09/26/06 9 to 40 Years
SRS DistributionPort Richey, FL (a) 741
 660
 
 
 741
 660
 1,401
 (766) 1975 07/01/05 10 to 15 Years
StaplesCrossville, TN (d) 668
 2,705
 
 
 668
 2,705
 3,373
 (372) 2001 07/17/13 3 to 46 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


StaplesPeru, IL (d) 963
 2,033
 
 
 963
 2,033
 2,996
 (377) 1998 07/17/13 1 to 35 Years
StaplesClarksville, IN (d) 991
 3,161
 
 
 991
 3,161
 4,152
 (389) 2006 07/17/13 3 to 48 Years
StaplesGreenville, SC (d) 742
 3,026
 
 
 742
 3,026
 3,768
 (345) 2006 07/17/13 3 to 48 Years
StaplesWarsaw, IN (d) 590
 2,504
 
 
 590
 2,504
 3,094
 (362) 1998 07/17/13 0 to 44 Years
StaplesGuntersville, AL (d) 1,039
 2,535
 
 
 1,039
 2,535
 3,574
 (345) 2001 07/17/13 2 to 46 Years
StarbucksMemphis, TN (d) 208
 302
 
 
 208
 302
 510
 (84) 2007 07/17/13 3 to 24 Years
StarbucksBowling Green, KY (d) 756
 205
 
 
 756
 205
 961
 (84) 2007 07/17/13 4 to 39 Years
StarbucksPonca City, OK (d) 93
 249
 
 
 93
 249
 342
 (67) 2007 07/17/13 4 to 28 Years
StarbucksStillwater, OK (d) 218
 1,262
 
 
 218
 1,262
 1,480
 (207) 2007 07/17/13 4 to 32 Years
StarbucksPowell, TN (d) 411
 353
 
 
 411
 353
 764
 (106) 2007 07/17/13 4 to 26 Years
StarbucksChattanooga, TN (d) 175
 271
 
 
 175
 271
 446
 (75) 2007 07/17/13 3 to 26 Years
StarbucksKingsport, TN (d) 307
 766
 
 
 307
 766
 1,073
 (146) 2007 07/17/13 4 to 32 Years
StarbucksAltus, OK (a) 103
 237
 
 
 103
 237
 340
 (64) 2007 07/17/13 4 to 28 Years
StarbucksOklahoma City, OK (a) 541
 842
 (398) (614) 143
 228
 371
 (72) 2007 07/17/13 4 to 33 Years
Stater Bros. MarketsLancaster, CA (d) 1,569
 4,271
 
 
 1,569
 4,271
 5,840
 (748) 1983 12/17/13 5 to 30 Years
Station CasinosLas Vegas, NV (a) 3,225
 30,483
 
 
 3,225
 30,483
 33,708
 (3,238) 2007 07/17/13 13 to 55 Years
Studio Movie GrillDowney, CA (d) 1,767
 12,172
 
 1,850
 1,767
 14,022
 15,789
 (956) 1997 09/30/15 15 to 30 Years
Studio Movie GrillMonrovia, CA (d) 2,448
 17,849
 
 1,850
 2,448
 19,699
 22,147
 (1,360) 2000 09/30/15 15 to 30 Years
Studio Movie GrillRedlands, CA (d) 4,442
 17,859
 
 1,850
 4,442
 19,709
 24,151
 (1,442) 1997 09/30/15 15 to 30 Years
Studio Movie GrillMarietta, GA (d) 2,930
 7,616
 
 67
 2,930
 7,683
 10,613
 (140) 1987 03/15/17 10 to 40 Years
Sunny DelightDayton, NJ (d) 12,701
 10,723
 
 
 12,701
 10,723
 23,424
 (774) 1975 10/27/16 7 to 30 Years
Taco BellRed Bank, TN (a) 610
 557
 
 
 610
 557
 1,167
 (386) 1997 06/25/04 15 to 30 Years
Taco BellChattanooga, TN (a) 482
 682
 
 
 482
 682
 1,164
 (362) 1997 06/25/04 15 to 30 Years
Taco BellChattanooga, TN (a) 600
 389
 
 
 600
 389
 989
 (195) 1995 09/29/06 15 to 30 Years
Taco BellTipp City, OH (a) 789
 332
 
 
 789
 332
 1,121
 (278) 1991 12/29/06 15 to 20 Years
Taco BellBellefontaine, OH (a) 388
 778
 (12) 
 376
 778
 1,154
 (480) 1989 12/29/06 15 to 20 Years
Taco BellSedalia, MO (a) 751
 662
 
 
 751
 662
 1,413
 (389) 1983 12/29/06 15 to 30 Years
Taco BellSpringfield, MO (a) 439
 719
 
 
 439
 719
 1,158
 (371) 2004 12/29/06 15 to 40 Years
Taco BellDanville, IL (a) 619
 672
 
 
 619
 672
 1,291
 (386) 1995 12/29/06 15 to 30 Years
Taco BellBoone, NC (a) 750
 379
 
 
 750
 379
 1,129
 (235) 2006 12/29/06 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


Taco BellCleveland, TN (a) 501
 459
 
 
 501
 459
 960
 (204) 2004 12/29/06 15 to 40 Years
Taco BellMount Pleasant, MI (a) 657
 854
 
 
 657
 854
 1,511
 (379) 2010 02/13/09 13 to 38 Years
Taco BellDayton, OH (a) 526
 598
 
 
 526
 598
 1,124
 (398) 1982 12/08/09 12 to 17 Years
Taco BellGreenville, TN (b) 735
 517
 
 
 735
 517
 1,252
 (132) 2010 03/29/13 15 to 30 Years
Taco BellMoultrie, GA (b) 437
 563
 
 
 437
 563
 1,000
 (133) 2012 03/29/13 15 to 30 Years
Taco BellPrinceton, IN (b) 340
 906
 
 
 340
 906
 1,246
 (339) 1992 07/17/13 7 to 15 Years
Taco BellRobinson, IL (b) 250
 1,021
 
 
 250
 1,021
 1,271
 (203) 1994 07/17/13 7 to 33 Years
Taco BellBrazil, IN (b) 391
 903
 
 
 391
 903
 1,294
 (183) 1996 07/17/13 8 to 33 Years
Taco BellWashington, IN (b) 272
 949
 
 
 272
 949
 1,221
 (195) 1995 07/17/13 8 to 33 Years
Taco BellHenderson, KY (b) 656
 1,058
 
 
 656
 1,058
 1,714
 (175) 1992 07/17/13 7 to 35 Years
Taco BellMartinsville, IN (b) 940
 1,128
 
 
 940
 1,128
 2,068
 (213) 1986 07/17/13 4 to 35 Years
Taco BellAnderson, IN (b) 363
 700
 
 
 363
 700
 1,063
 (237) 1995 07/17/13 8 to 17 Years
Taco Bell / KFCVincennes, IN (b) 389
 1,425
 
 
 389
 1,425
 1,814
 (268) 2000 07/17/13 8 to 30 Years
Taco Bell / KFCSpencer, IN (b) 136
 1,040
 
 
 136
 1,040
 1,176
 (241) 1999 07/17/13 8 to 22 Years
Taco BuenoYukon, OK (a) 555
 373
 
 
 555
 373
 928
 (261) 2003 07/01/05 15 to 30 Years
Taco BuenoCedar Hill, TX (a) 620
 501
 
 
 620
 501
 1,121
 (303) 2005 12/29/06 15 to 30 Years
Taco BuenoMansfield, TX (a) 472
 760
 
 
 472
 760
 1,232
 (428) 1991 12/29/06 15 to 30 Years
Taco BuenoHurst, TX (d) 505
 66
 
 
 505
 66
 571
 (18) 1978 06/30/16 5 to 10 Years
Taco BuenoArlington, TX (d) 449
 128
 
 
 449
 128
 577
 (42) 1978 06/30/16 4 to 10 Years
Taco BuenoFort Worth, TX (d) 331
 450
 
 
 331
 450
 781
 (44) 1977 06/30/16 5 to 20 Years
Taco BuenoBedford, TX (d) 694
 516
 
 
 694
 516
 1,210
 (56) 1977 06/30/16 5 to 20 Years
Taco BuenoTulsa, OK (d) 835
 967
 
 
 835
 967
 1,802
 (64) 1978 06/30/16 5 to 30 Years
Taco BuenoFort Worth, TX (d) 377
 193
 
 
 377
 193
 570
 (48) 1978 06/30/16 4 to 10 Years
Taco BuenoEuless, TX (d) 674
 277
 
 
 674
 277
 951
 (43) 1979 06/30/16 5 to 20 Years
Taco BuenoAbilene, TX (d) 1,132
 1,292
 
 
 1,132
 1,292
 2,424
 (92) 1979 06/30/16 5 to 30 Years
Taco BuenoArlington, TX (d) 540
 1,205
 
 
 540
 1,205
 1,745
 (77) 1981 06/30/16 5 to 30 Years
Taco BuenoDenton, TX (d) 693
 884
 
 
 693
 884
 1,577
 (67) 1995 06/30/16 5 to 30 Years
Taco BuenoLake Worth, TX (d) 427
 872
 
 
 427
 872
 1,299
 (56) 1983 06/30/16 5 to 30 Years
Taco BuenoTulsa, OK (d) 760
 381
 
 
 760
 381
 1,141
 (43) 1984 06/30/16 5 to 20 Years
Taco BuenoGarland, TX (d) 532
 442
 
 
 532
 442
 974
 (34) 1979 06/30/16 5 to 30 Years
Taco BuenoGrapevine, TX (d) 636
 414
 
 
 636
 414
 1,050
 (43) 1979 06/30/16 5 to 20 Years
Taco BuenoMuskogee, OK (d) 853
 767
 
 
 853
 767
 1,620
 (59) 1985 06/30/16 5 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


Taco BuenoOklahoma City, OK (d) 474
 516
 
 
 474
 516
 990
 (56) 1984 06/30/16 5 to 20 Years
Taco BuenoFort Worth, TX (d) 335
 257
 
 
 335
 257
 592
 (35) 1985 06/30/16 5 to 20 Years
Taco BuenoClaremore, OK (d) 903
 932
 
 
 903
 932
 1,835
 (69) 1985 06/30/16 5 to 30 Years
Taco BuenoOklahoma City, OK (d) 467
 273
 
 
 467
 273
 740
 (50) 1986 06/30/16 5 to 10 Years
Taco BuenoBroken Arrow, OK (d) 849
 1,020
 
 
 849
 1,020
 1,869
 (67) 1986 06/30/16 5 to 30 Years
Taco BuenoDallas, TX (d) 526
 203
 
 
 526
 203
 729
 (41) 1987 06/30/16 5 to 10 Years
Taco BuenoSapulpa, OK (d) 855
 1,030
 
 
 855
 1,030
 1,885
 (76) 1987 06/30/16 5 to 30 Years
Taco BuenoAbilene, TX (d) 510
 818
 
 
 510
 818
 1,328
 (60) 1977 06/30/16 5 to 30 Years
Taco BuenoOklahoma City, OK (d) 375
 605
 
 
 375
 605
 980
 (42) 1986 06/30/16 5 to 30 Years
Taco BuenoGreenville, TX (d) 429
 919
 
 
 429
 919
 1,348
 (58) 1985 06/30/16 5 to 30 Years
Taco BuenoIrving, TX (d) 481
 358
 
 
 481
 358
 839
 (39) 1978 06/30/16 5 to 20 Years
Taco BuenoHaltom City, TX (d) 689
 804
 
 
 689
 804
 1,493
 (63) 1998 06/30/16 5 to 30 Years
Taco BuenoGrapevine, TX (d) 755
 677
 
 
 755
 677
 1,432
 (75) 1999 06/30/16 5 to 20 Years
Taco BuenoFort Worth, TX (d) 681
 928
 
 
 681
 928
 1,609
 (71) 1999 06/30/16 5 to 30 Years
Taco BuenoForest Hill, TX (d) 784
 294
 
 
 784
 294
 1,078
 (49) 1999 06/30/16 5 to 20 Years
Taco BuenoMcKinney, TX (d) 1,289
 467
 
 
 1,289
 467
 1,756
 (68) 2000 06/30/16 5 to 20 Years
Taco BuenoTulsa, OK (d) 
 20
 
 
 
 20
 20
 (3) 1982 06/30/16 10 to 10 Years
Taco BuenoEnid, OK (d) 40
 55
 
 
 40
 55
 95
 (28) 1985 06/30/16 3 to 10 Years
Taco BuenoSouthlake, TX (d) 30
 58
 
 
 30
 58
 88
 (24) 1999 06/30/16 3 to 10 Years
Ted's Cafe EscondidoBroken Arrow, OK (a) 1,636
 1,620
 
 
 1,636
 1,620
 3,256
 (279) 2006 07/21/14 14 to 30 Years
Ted's Cafe EscondidoTulsa, OK (a) 1,465
 1,728
 
 
 1,465
 1,728
 3,193
 (280) 2013 07/21/14 14 to 30 Years
Terra Mulch ProductsHickory, NC (d) 1,356
 5,406
 
 
 1,356
 5,406
 6,762
 (683) 2006 05/11/15 10 to 30 Years
Texas CorralShelbyville, IN (d) 549
 752
 
 
 549
 752
 1,301
 (287) 2006 12/21/07 15 to 50 Years
Texas RoadhouseHiram, GA (a) 1,255
 1,766
 
 
 1,255
 1,766
 3,021
 (572) 2003 01/16/15 9 to 15 Years
Texas RoadhouseMarietta, GA (a) 1,221
 1,533
 
 
 1,221
 1,533
 2,754
 (491) 2003 01/16/15 9 to 15 Years
Texas RoadhouseMemphis, TN (a) 817
 1,637
 
 
 817
 1,637
 2,454
 (530) 2005 01/16/15 9 to 15 Years
The Atlanta Center for Foot & Ankle SurgerySandy Springs, GA (a) 455
 1,147
 
 
 455
 1,147
 1,602
 (227) 1963 04/17/14 14 to 20 Years
The Children's CourtyardFrederick, CO (d) 334
 2,146
 
 37
 334
 2,183
 2,517
 (57) 2003 03/31/17 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


The Forge Bar and GrillLander, WY (a) 57
 1,010
 
 
 57
 1,010
 1,067
 (564) 1883 12/29/06 15 to 20 Years
The Great EscapeDavenport, IA (a) 2,823
 4,475
 
 
 2,823
 4,475
 7,298
 (1,716) 2007 04/30/09 13 to 38 Years
The Great EscapeAvon, OH (a) 1,550
 2,750
 
 
 1,550
 2,750
 4,300
 (993) 2007 04/30/09 13 to 38 Years
The Great EscapePeoria, IL (a) 2,497
 4,401
 
 
 2,497
 4,401
 6,898
 (1,631) 2004 04/30/09 13 to 38 Years
The Great EscapeLoves Park, IL (a) 1,550
 6,447
 
 
 1,550
 6,447
 7,997
 (1,990) 2004 04/30/09 13 to 38 Years
The Great EscapeTinley Park, IL (a) 1,108
 2,091
 
 
 1,108
 2,091
 3,199
 (864) 1990 04/30/09 13 to 28 Years
The Great EscapeSchaumburg, IL (a) 2,067
 2,632
 
 
 2,067
 2,632
 4,699
 (1,160) 2002 04/30/09 13 to 28 Years
The Great EscapeMerrillville, IN (a) 1,323
 3,975
 
 
 1,323
 3,975
 5,298
 (1,737) 1986 04/30/09 13 to 28 Years
The Great EscapeMundelein, IL (a) 1,991
 4,307
 
 
 1,991
 4,307
 6,298
 (1,822) 2002 04/30/09 13 to 28 Years
The Great EscapeJoliet, IL (a) 1,700
 5,698
 
 
 1,700
 5,698
 7,398
 (1,830) 2004 04/30/09 13 to 38 Years
The Great EscapeDowners Grove, IL (a) 1,772
 2,227
 
 
 1,772
 2,227
 3,999
 (1,044) 1994 04/30/09 13 to 28 Years
The Great EscapeGurnee, IL (a) 767
 1,633
 
 
 767
 1,633
 2,400
 (774) 1999 04/30/09 13 to 28 Years
The Great EscapeBatavia, IL (a) 1,858
 3,441
 
 
 1,858
 3,441
 5,299
 (1,487) 2001 04/30/09 13 to 28 Years
The Great EscapeAurora, IL (a) 1,979
 4,111
 
 (1) 1,979
 4,110
 6,089
 (1,672) 1989 04/30/09 13 to 28 Years
The Great EscapeAlgonquin, IL (a) 4,171
 5,613
 
 
 4,171
 5,613
 9,784
 (1,943) 2007 04/30/09 13 to 38 Years
Tire WarehousePortland, ME (a) 650
 566
 
 
 650
 566
 1,216
 (58) 1993 06/30/09 13 to 28 Years
Touchstone ImagingWaco, TX (a) 232
 1,510
 
 
 232
 1,510
 1,742
 (149) 1992 06/20/14 15 to 40 Years
Tractor SupplyParkersburg, WV (d) 966
 1,843
 
 
 966
 1,843
 2,809
 (412) 2005 07/17/13 7 to 37 Years
Tractor SupplyAnkeny, IA (d) 687
 2,162
 
 
 687
 2,162
 2,849
 (373) 2006 07/17/13 8 to 43 Years
Tractor SupplyMarinette, WI (d) 1,236
 1,611
 
 
 1,236
 1,611
 2,847
 (397) 2006 07/17/13 8 to 38 Years
Tractor SupplyPaw Paw, MI (d) 1,517
 1,619
 
 
 1,517
 1,619
 3,136
 (471) 2006 07/17/13 8 to 33 Years
Tractor SupplyRockford, MN (d) 1,298
 2,652
 
 
 1,298
 2,652
 3,950
 (523) 2007 07/17/13 9 to 43 Years
Tractor SupplyNavasota, TX (d) 1,013
 1,772
 
 
 1,013
 1,772
 2,785
 (431) 2006 07/17/13 8 to 41 Years
Tractor SupplyFredericksburg, TX (d) 1,194
 1,636
 
 
 1,194
 1,636
 2,830
 (388) 2007 07/17/13 8 to 42 Years
Tractor SupplyFairview, TN (d) 975
 2,274
 
 
 975
 2,274
 3,249
 (411) 2007 07/17/13 8 to 47 Years
Tractor SupplyBaytown, TX (d) 1,440
 1,712
 
 
 1,440
 1,712
 3,152
 (378) 2007 07/17/13 9 to 39 Years
Tractor SupplyPrior Lake, MN (d) 1,998
 2,454
 
 
 1,998
 2,454
 4,452
 (645) 1991 07/17/13 7 to 26 Years
Tractor SupplyRome, NY (d) 1,326
 1,110
 
 
 1,326
 1,110
 2,436
 (338) 2007 07/17/13 9 to 34 Years
Tractor SupplyCarroll, OH (d) 1,144
 4,557
 
 
 1,144
 4,557
 5,701
 (1,072) 1976 07/17/13 3 to 30 Years
Tractor SupplyBaldwinsville, NY (c) 1,105
 2,008
 
 
 1,105
 2,008
 3,113
 (527) 2005 07/17/13 11 to 37 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


Tractor SupplyLa Grange, KY (c) 1,524
 1,871
 
 
 1,524
 1,871
 3,395
 (360) 2008 07/17/13 10 to 48 Years
Tractor SupplyLowville, NY (c) 791
 1,659
 
 
 791
 1,659
 2,450
 (331) 2010 07/17/13 12 to 42 Years
Tractor SupplyMalone, NY (c) 793
 1,677
 
 
 793
 1,677
 2,470
 (377) 2010 07/17/13 11 to 42 Years
Tractor SupplyEllettsville, IN (c) 894
 1,872
 
 
 894
 1,872
 2,766
 (391) 2010 07/17/13 11 to 47 Years
Tractor SupplyMount Sterling, KY (d) 1,785
 1,051
 
 
 1,785
 1,051
 2,836
 (378) 2011 07/17/13 12 to 38 Years
Tractor SupplyClovis, NM (a) 1,704
 1,342
 
 
 1,704
 1,342
 3,046
 (467) 2007 07/17/13 9 to 33 Years
Tutor TimePittsburgh, PA (b) 457
 693
 
 
 457
 693
 1,150
 (292) 1985 07/17/13 5 to 15 Years
Tutor TimeGrand Rapids, MI (d) 393
 1,363
 
 
 393
 1,363
 1,756
 (168) 2001 03/20/15 5 to 30 Years
Twin PeaksLittle Rock, AR (a) 886
 
 
 
 886
 
 886
 
 (f) 06/26/14 (f)
Twin Tiers Eye CareElmira, NY (d) 184
 3,902
 
 
 184
 3,902
 4,086
 (369) 1985 04/30/15 15 to 30 Years
Twin Tiers Eye CareBinghamton, NY (d) 328
 2,214
 
 
 328
 2,214
 2,542
 (213) 1985 04/30/15 15 to 30 Years
Twin Tiers Eye CareBath, NY (d) 72
 707
 
 
 72
 707
 779
 (72) 1970 04/30/15 15 to 30 Years
Twin Tiers Eye CareCorning, NY (d) 123
 1,261
 
 
 123
 1,261
 1,384
 (125) 1999 04/30/15 15 to 30 Years
Twin Tiers Eye CareEndicott, NY (d) 92
 348
 
 
 92
 348
 440
 (44) 2001 04/30/15 15 to 30 Years
Twin Tiers Eye CareWatkins Glen, NY (d) 113
 318
 
 
 113
 318
 431
 (43) 2002 04/30/15 15 to 30 Years
Uncle Ed's Oil ShoppeBattle Creek, MI (a) 211
 419
 
 
 211
 419
 630
 (90) 1981 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeKalamazoo, MI (a) 247
 333
 
 
 247
 333
 580
 (69) 1982 07/30/14 15 to 20 Years
Uncle Ed's Oil ShoppeKalamazoo, MI (a) 201
 362
 
 
 201
 362
 563
 (77) 1987 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeKalamazoo, MI (a) 312
 262
 
 
 312
 262
 574
 (62) 1984 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeTroy, MI (a) 322
 392
 
 
 322
 392
 714
 (85) 1984 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppePortage, MI (a) 423
 262
 
 
 423
 262
 685
 (65) 1985 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeMadison Heights, MI (a) 352
 493
 
 
 352
 493
 845
 (110) 1984 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeKalamazoo, MI (a) 60
 211
 
 
 60
 211
 271
 (44) 1986 06/23/14 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


Uncle Ed's Oil ShoppeWarren, MI (a) 409
 344
 
 
 409
 344
 753
 (76) 1986 07/30/14 15 to 20 Years
Uncle Ed's Oil ShoppeClawson, MI (a) 262
 242
 
 
 262
 242
 504
 (56) 1984 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeLivonia, MI (a) 252
 262
 
 
 252
 262
 514
 (62) 1986 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeFarmington Hills, MI (a) 382
 282
 
 
 382
 282
 664
 (73) 1987 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeKalamazoo, MI (a) 171
 332
 
 
 171
 332
 503
 (82) 1979 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeBattle Creek, MI (a) 302
 262
 
 
 302
 262
 564
 (62) 1987 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeSt Clair Shores, MI (a) 242
 272
 
 
 242
 272
 514
 (64) 1985 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeClinton Township, MI (a) 141
 282
 
 
 141
 282
 423
 (63) 1987 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeKalamazoo, MI (a) 352
 262
 
 
 352
 262
 614
 (74) 1987 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeBloomfield, MI (a) 554
 332
 
 
 554
 332
 886
 (82) 1987 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeWaterford, MI (a) 292
 362
 
 
 292
 362
 654
 (87) 1989 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeTroy, MI (a) 281
 267
 
 
 281
 267
 548
 (39) 1989 12/03/14 15 to 30 Years
Uncle Ed's Oil ShoppeAnn Arbor, MI (a) 684
 413
 
 
 684
 413
 1,097
 (93) 1989 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeShelby Township, MI (a) 387
 355
 
 
 387
 355
 742
 (85) 1989 07/30/14 15 to 20 Years
Uncle Ed's Oil ShoppeChesterfield Township, MI (a) 181
 302
 
 
 181
 302
 483
 (72) 1990 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeMacomb Township, MI (a) 181
 262
 
 
 181
 262
 443
 (60) 1986 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeYpsilanti, MI (a) 1,107
 745
 
 
 1,107
 745
 1,852
 (153) 1999 06/23/14 15 to 30 Years
Uncle Ed's Oil ShoppeKalamazoo, MI (a) 503
 342
 
 
 503
 342
 845
 (130) 1989 06/23/14 15 to 20 Years
Uncle Ed's Oil ShoppeBattle Creek, MI (a) 594
 262
 
 
 594
 262
 856
 (107) 1998 06/23/14 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


Uncle Ed's Oil ShoppeKalamazoo, MI (a) 141
 141
 
 
 141
 141
 282
 (39) 1959 06/23/14 15 to 20 Years
United SupermarketsChildress, TX (d) 747
 934
 
 
 747
 934
 1,681
 (311) 1997 05/23/05 7 to 40 Years
United SupermarketsAmarillo, TX (d) 3,559
 4,575
 
 
 3,559
 4,575
 8,134
 (1,377) 1999 05/23/05 14 to 40 Years
United SupermarketsLevelland, TX (d) 1,651
 2,158
 
 
 1,651
 2,158
 3,809
 (674) 1997 05/23/05 11 to 40 Years
United SupermarketsAmarillo, TX (d) 1,828
 1,292
 
 
 1,828
 1,292
 3,120
 (522) 1988 05/23/05 9 to 30 Years
United SupermarketsSnyder, TX (d) 2,062
 2,963
 
 
 2,062
 2,963
 5,025
 (895) 1999 05/23/05 14 to 40 Years
United SupermarketsAmarillo, TX (d) 1,573
 1,586
 
 
 1,573
 1,586
 3,159
 (638) 1989 05/23/05 9 to 30 Years
United SupermarketsWichita Falls, TX (d) 
 6,259
 
 
 
 6,259
 6,259
 (3,447) 1997 05/23/05 13 to 20 Years
United SupermarketsPlainview, TX (d) 620
 5,415
 
 
 620
 5,415
 6,035
 (1,495) 2000 08/25/05 14 to 40 Years
United SupermarketsAbilene, TX (a) 1,586
 2,230
 
 
 1,586
 2,230
 3,816
 (695) 1979 03/27/13 6 to 20 Years
United SupermarketsMuleshoe, TX (c) 471
 1,770
 
 
 471
 1,770
 2,241
 (390) 1999 08/29/11 15 to 40 Years
United SupermarketsAmarillo, TX (a) 1,574
 1,389
 
 
 1,574
 1,389
 2,963
 (559) 1989 05/23/05 9 to 30 Years
United SupermarketsBurkburnett, TX (a) 2,030
 2,706
 
 
 2,030
 2,706
 4,736
 (846) 1997 05/23/05 11 to 40 Years
United SupermarketsLubbock, TX (a) 1,782
 2,055
 
 
 1,782
 2,055
 3,837
 (642) 1997 05/23/05 11 to 40 Years
United SupermarketsPerryton, TX (a) 1,029
 597
 
 
 1,029
 597
 1,626
 (225) 1997 05/23/05 7 to 40 Years
United SupermarketsVernon, TX (a) 1,791
 2,550
 
 
 1,791
 2,550
 4,341
 (797) 1997 05/23/05 11 to 40 Years
Unity Point ClinicOelwein, IA (d) 226
 681
 
 
 226
 681
 907
 (117) 1995 08/18/14 5 to 30 Years
VacantRoswell, NM (a) 1,002
 3,177
 (479) (1,700) 523
 1,477
 2,000
 
 2004 07/01/05 14 to 50 Years
VacantKenosha, WI (a) 3,421
 7,407
 
 
 3,421
 7,407
 10,828
 (2,689) 2004 07/01/05 14 to 40 Years
VacantNew Hartford, NY (a) 2,168
 4,851
 (1,549) (3,332) 619
 1,519
 2,138
 (24) 2004 07/01/05 1 to 29 Years
VacantRapid City, SD (a) 878
 1,657
 (176) (1,010) 702
 647
 1,349
 
 1902 12/29/06 15 to 20 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


VacantScottdale, PA (c) 607
 11,008
 (524) (10,341) 83
 667
 750
 
 1959 12/28/06 3 to 10 Years
VacantIndependence, MO (a) 1,450
 1,967
 (843) (1,259) 607
 708
 1,315
 (9) 2002 06/29/07 4 to 29 Years
VacantValdosta, GA (c) 2,930
 5,012
 (2,292) (3,963) 638
 1,049
 1,687
 (11) 2012 06/14/13 9 to 35 Years
VacantOpelika, AL (c) 2,117
 5,737
 (1,625) (4,437) 492
 1,300
 1,792
 (12) 2012 06/14/13 10 to 35 Years
VacantPortsmouth, OH (c) 219
 2,049
 (165) (1,549) 54
 500
 554
 (8) 1997 07/17/13 1 to 34 Years
VacantAmherst, NY (c) 1,868
 7,503
 (1,069) (4,385) 799
 3,118
 3,917
 (847) 1993 07/17/13 2 to 40 Years
VacantBeaumont, TX (c) 778
 9,297
 (522) (6,423) 256
 2,874
 3,130
 (110) 1971 07/17/13 3 to 21 Years
VacantGreensboro, NC (c) 2,776
 3,990
 
 
 2,776
 3,990
 6,766
 (570) 2007 07/17/13 10 to 47 Years
VacantIndianapolis, IN (d) 1,640
 8,063
 
 
 1,640
 8,063
 9,703
 (1,326) 1999 07/17/13 7 to 33 Years
VacantGrove City, OH (c) 2,050
 3,288
 (1,202) (1,981) 848
 1,307
 2,155
 (42) 2008 07/17/13 6 to 34 Years
VacantKansas City, KS (d) 1,932
 5,629
 
 
 1,932
 5,629
 7,561
 (834) 2009 07/17/13 6 to 43 Years
VacantTuscaloosa, AL (c) 3,321
 4,053
 (2,392) (2,963) 929
 1,090
 2,019
 (9) 2013 09/30/13 10 to 46 Years
VacantLewisville, TX (a) 1,767
 8,086
 (1,213) (5,677) 554
 2,409
 2,963
 (20) 2002 03/31/14 4 to 36 Years
VacantNewnan, GA (d) 2,938
 4,472
 
 319
 2,938
 4,791
 7,729
 (473) 2014 07/03/14 15 to 40 Years
Valley Surgical CenterSteubenville, OH (d) 363
 3,726
 
 
 363
 3,726
 4,089
 (376) 2009 08/18/14 14 to 40 Years
VASA FitnessTaylorsville, UT (d) 1,496
 3,593
 
 
 1,496
 3,593
 5,089
 (434) 1988 11/20/15 12 to 20 Years
Veloce Indoor SpeedwayKnoxville, TN (d) 1,508
 2,017
 188
 3,021
 1,696
 5,038
 6,734
 (252) 1987 12/10/15 9 to 60 Years
VerizonCovington, TN (d) 343
 152
 
 
 343
 152
 495
 (88) 2007 07/17/13 3 to 24 Years
WalgreensOlivette, MO (c) 1,816
 5,917
 
 
 1,816
 5,917
 7,733
 (808) 2001 07/17/13 11 to 42 Years
WalgreensColumbia, MO (c) 1,047
 5,242
 
 
 1,047
 5,242
 6,289
 (602) 2002 07/17/13 9 to 44 Years
WalgreensKnoxville, TN (d) 2,107
 3,334
 
 
 2,107
 3,334
 5,441
 (504) 2000 07/17/13 6 to 40 Years
WalgreensPicayune, MS (d) 954
 3,132
 
 
 954
 3,132
 4,086
 (406) 2006 07/17/13 10 to 42 Years
WalgreensMadeira, OH (d) 951
 3,978
 
 
 951
 3,978
 4,929
 (506) 1998 07/17/13 5 to 44 Years
WalgreensShreveport, LA (d) 1,461
 3,605
 
 
 1,461
 3,605
 5,066
 (517) 1999 07/17/13 6 to 40 Years
WalgreensGainesville, FL (d) 922
 2,705
 
 
 922
 2,705
 3,627
 (381) 1998 07/17/13 4 to 40 Years
WalgreensBridgetown, OH (d) 1,015
 3,769
 
 
 1,015
 3,769
 4,784
 (503) 1999 07/17/13 5 to 43 Years
WalgreensDallas, TX (d) 735
 3,328
 
 
 735
 3,328
 4,063
 (440) 1996 07/17/13 3 to 40 Years
WalgreensHouston, TX (d) 1,079
 3,582
 
 
 1,079
 3,582
 4,661
 (465) 2001 07/17/13 6 to 40 Years
WalgreensBryan, TX (d) 1,049
 5,633
 
 
 1,049
 5,633
 6,682
 (703) 2001 07/17/13 6 to 40 Years
WalgreensFort Worth, TX (d) 1,601
 1,894
 
 
 1,601
 1,894
 3,495
 (318) 1999 07/17/13 6 to 39 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


WalgreensKansas City, MO (d) 634
 4,341
 
 
 634
 4,341
 4,975
 (571) 1997 07/17/13 4 to 43 Years
WalgreensKansas City, MO (d) 532
 3,549
 
 
 532
 3,549
 4,081
 (515) 1998 07/17/13 4 to 39 Years
WalgreensKansas City, MO (d) 862
 4,367
 
 
 862
 4,367
 5,229
 (571) 2000 07/17/13 6 to 42 Years
WalgreensKansas City, MO (d) 518
 4,234
 
 
 518
 4,234
 4,752
 (554) 1999 07/17/13 6 to 43 Years
WalgreensTopeka, KS (d) 912
 2,681
 
 
 912
 2,681
 3,593
 (423) 1999 07/17/13 6 to 38 Years
WalgreensDeSoto, TX (c) 1,007
 2,313
 
 
 1,007
 2,313
 3,320
 (362) 1997 07/17/13 5 to 40 Years
WalgreensWaco, TX (d) 858
 3,455
 
 
 858
 3,455
 4,313
 (518) 1998 07/17/13 5 to 35 Years
WalgreensCincinnati, OH (c) 1,527
 4,307
 
 
 1,527
 4,307
 5,834
 (571) 2000 07/17/13 7 to 42 Years
WalgreensBatesville, MS (c) 421
 3,932
 
 
 421
 3,932
 4,353
 (480) 2007 07/17/13 10 to 42 Years
WalgreensElmira, NY (d) 1,066
 4,230
 
 
 1,066
 4,230
 5,296
 (563) 2007 07/17/13 12 to 43 Years
WalgreensAlbany, GA (d) 961
 3,314
 
 
 961
 3,314
 4,275
 (443) 2008 07/17/13 12 to 43 Years
WalgreensRome, NY (d) 1,135
 3,104
 
 
 1,135
 3,104
 4,239
 (415) 2007 07/17/13 13 to 43 Years
WalgreensColumbus, MS (c) 769
 3,475
 
 
 769
 3,475
 4,244
 (443) 2004 07/17/13 11 to 41 Years
WalgreensCrossville, TN (c) 1,890
 3,680
 
 
 1,890
 3,680
 5,570
 (498) 2001 07/17/13 7 to 41 Years
WalgreensJacksonville, FL (c) 521
 4,365
 
 
 521
 4,365
 4,886
 (561) 2000 07/17/13 7 to 40 Years
WalgreensLaMarque, TX (c) 464
 3,139
 
 
 464
 3,139
 3,603
 (467) 2000 07/17/13 7 to 40 Years
WalgreensTulsa, OK (d) 741
 3,179
 
 
 741
 3,179
 3,920
 (438) 1994 07/17/13 1 to 35 Years
WalgreensNewton, IA (c) 365
 4,475
 
 
 365
 4,475
 4,840
 (553) 2001 07/17/13 7 to 44 Years
WalgreensSeattle, WA (c) 2,589
 4,245
 
 
 2,589
 4,245
 6,834
 (558) 2002 07/17/13 9 to 43 Years
WalgreensEvansville, IN (c) 1,249
 3,924
 
 
 1,249
 3,924
 5,173
 (528) 2007 07/17/13 12 to 44 Years
WalgreensCanton, IL (d) 703
 4,098
 
 
 703
 4,098
 4,801
 (535) 2006 07/17/13 12 to 43 Years
WalgreensMemphis, TN (d) 961
 5,389
 
 
 961
 5,389
 6,350
 (659) 2002 07/17/13 12 to 43 Years
WalgreensParkville, MO (d) 1,854
 2,568
 
 
 1,854
 2,568
 4,422
 (441) 2006 07/17/13 11 to 38 Years
WalgreensSan Antonio, TX (d) 841
 3,909
 
 
 841
 3,909
 4,750
 (494) 2004 07/17/13 14 to 40 Years
WalgreensMount Pleasant, TX (d) 1,192
 4,578
 
 
 1,192
 4,578
 5,770
 (627) 2009 07/17/13 14 to 43 Years
WalgreensSaginaw, MI (a) 1,064
 3,906
 
 
 1,064
 3,906
 4,970
 (527) 2000 07/17/13 7 to 41 Years
Wal-MartAnderson, SC (d) 4,770
 6,883
 
 
 4,770
 6,883
 11,653
 (2,745) 1993 07/17/13 0 to 21 Years
Wal-MartSpencer, IN (d) 971
 2,483
 
 
 971
 2,483
 3,454
 (740) 1987 07/17/13 4 to 22 Years
Wal-MartNew London, WI (d) 1,008
 2,094
 
 
 1,008
 2,094
 3,102
 (918) 1991 07/17/13 3 to 18 Years
Wendy'sPineville, LA (a) 558
 1,044
 
 
 558
 1,044
 1,602
 (485) 1996 06/25/04 11 to 30 Years
Wendy'sGreenville, TX (a) 223
 304
 
 
 223
 304
 527
 (188) 1985 12/29/05 15 to 20 Years
Wendy'sForsyth, GA (a) 495
 1,007
 
 
 495
 1,007
 1,502
 (467) 1984 01/12/06 15 to 30 Years
SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


Wendy'sMadison, GA (a) 892
 739
 
 
 892
 739
 1,631
 (364) 1989 01/12/06 15 to 40 Years
Winco GroceryEureka, CA (d) 3,108
 12,817
 
 
 3,108
 12,817
 15,925
 (1,779) 1960 07/17/13 3 to 40 Years
Yard HouseCincinnati, OH (a) 1,614
 4,134
 
 
 1,614
 4,134
 5,748
 (504) 2013 01/15/14 9 to 40 Years
YouFitSartell, MN (b) 3,092
 3,765
 
 
 3,092
 3,765
 6,857
 (696) 2001 12/16/14 15 to 30 Years
YouFitSaint Cloud, MN (b) 912
 1,427
 
 
 912
 1,427
 2,339
 (270) 1989 12/16/14 15 to 20 Years
YouFitChandler, AZ (a) 1,326
 2,665
 
 
 1,326
 2,665
 3,991
 (160) 2007 09/30/16 10 to 30 Years
YouFitPhoenix, AZ (a) 1,402
 2,879
 
 
 1,402
 2,879
 4,281
 (177) 2008 09/30/16 10 to 30 Years
Zaxby'sJonesboro, GA (d) 679
 1,736
 
 
 679
 1,736
 2,415
 (170) 2006 07/01/15 15 to 30 Years
Zaxby'sCollege Park, GA (d) 839
 1,439
 
 
 839
 1,439
 2,278
 (152) 2007 07/01/15 15 to 30 Years
Zaxby'sRiverdale, GA (d) 741
 1,789
 
 
 741
 1,789
 2,530
 (164) 2010 09/17/15 15 to 30 Years
Zips Car WashArlington, TN (d) 867
 1,487
 
 
 867
 1,487
 2,354
 (149) 2010 09/30/15 15 to 30 Years
Zips Car WashEdmond, OK (d) 644
 1,896
 
 
 644
 1,896
 2,540
 (168) 2005 09/30/15 15 to 30 Years
Zips Car WashOklahoma City, OK (d) 545
 1,995
 
 
 545
 1,995
 2,540
 (174) 2005 09/30/15 15 to 30 Years
Zips Car WashOklahoma City, OK (d) 1,004
 1,933
 
 
 1,004
 1,933
 2,937
 (191) 2005 09/30/15 15 to 30 Years
Zips Car WashSherwood, AR (d) 1,128
 1,388
 
 
 1,128
 1,388
 2,516
 (164) 2010 09/30/15 15 to 30 Years
Zips Car WashSiloam Springs, AR (d) 991
 1,884
 
 
 991
 1,884
 2,875
 (182) 2005 09/30/15 15 to 30 Years
Zips Car WashSpringdale, AR (d) 520
 2,032
 
 
 520
 2,032
 2,552
 (180) 2005 09/30/15 15 to 30 Years
Zips Car WashTexarkana, TX (d) 483
 1,400
 
 
 483
 1,400
 1,883
 (125) 2010 09/30/15 15 to 30 Years
Zips Car WashSan Antonio, TX (d) 1,422
 1,108
 
 110
 1,422
 1,218
 2,640
 (50) 2010 03/29/17 10 to 30 Years
Zips Car WashConverse, TX (d) 1,253
 1,493
 
 199
 1,253
 1,692
 2,945
 (75) 2011 03/29/17 10 to 30 Years
Zips Car WashUniversal City, TX (d) 1,167
 1,440
 
 123
 1,167
 1,563
 2,730
 (40) 2011 06/30/17 15 to 30 Years
Zips Car WashNew Braunfels, TX (d) 1,261
 1,571
 
 110
 1,261
 1,681
 2,942
 (57) 2010 03/29/17 10 to 30 Years
Zips Car WashSeguin, TX (d) 621
 1,264
 
 110
 621
 1,374
 1,995
 (56) 2010 03/29/17 10 to 30 Years
     2,618,723
 4,689,916
 (29,793) 2,461
 2,588,930
 4,692,377
 7,281,307
 (1,075,643)      

SPIRIT REALTY CAPITAL, INC.
Schedule III Real Estate and
Accumulated Depreciation
(Amounts in thousands)

Initial Cost to CompanyCost Capitalized Subsequent to Acquisition including impairment Gross Amount at December 31, 2017 (g)
ConceptCity, State Encumbrances (e) Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Land and ImprovementsBuildings and Improvements Total Final Accumulated DepreciationDate of ConstructionDate AcquiredLife in which depreciation in latest Statement of Operations is computed


(a)Represents properties collateralized with Master Trust 2014 debt of $1,981,166, including $45,366 of debt held by the Company.
(b)Represents properties collateralized with Master Trust 2013 debt of $312,704.
(c)Represents properties collateralized with fixed CMBS debt of $323,749.
(d)Represents unencumbered properties.
(e)The aggregate cost of properties for federal income tax purposes is approximately $6.32$6.03 billion at December 31, 2016.2017
(e)As of December 31, 2016 certain direct finance lease and held for sale properties had fixed CMBS encumbrances of $13,508 and are not included in the table above.
(f)Represents Landland only properties with no depreciation and therefore date of construction and estimated life for depreciation is not applicable.
(g)
As of December 31, 2017, certain direct finance lease and held for sale properties has fixed CMBS debt of $8,898 and are not included in the table above.

2016 2015 20142017 2016 2015
Land, buildings, and improvements          
Balance at the beginning of the year$7,527,369
 $7,193,796
 $6,519,293
$7,479,231
 $7,527,369
 $7,193,796
Additions:          
Acquisitions - Cole/Merger
 
 
Acquisitions/capital expenditures/other additions - non-merger691,332
 873,344
 936,916
Acquisitions, capital expenditures, and reclassifications from held for sale and deferred financing leases337,497
 691,332
 873,344
Deductions:          
Dispositions of land, buildings, and improvements(508,961) (405,437) (99,798)
Held for sale(150,529) (74,638) (123,776)
Impairment(79,980) (59,696) (38,839)
Dispositions of land, buildings, and improvements and other adjustments(422,653) (508,961) (405,437)
Reclassifications to held for sale(34,813) (150,529) (74,638)
Impairments(77,955) (79,980) (59,696)
Gross Real Estate Balance at close of the year$7,479,231
 $7,527,369
 $7,193,796
$7,281,307
 $7,479,231
 $7,527,369
          
Accumulated depreciation and amortization          
Balance at the beginning of the year$(860,954) $(752,210) $(590,067)$(940,005) $(860,954) $(752,210)
Additions:          
Depreciation expense(221,993) (210,395) (194,382)
Depreciation expense and reclassifications from held for sale(219,803) (221,993) (210,395)
Deductions:          
Dispositions of land, buildings, and improvements127,787
 80,965
 13,528
Held for sale15,155
 20,686
 18,711
Dispositions of land, buildings, and improvements and other adjustments82,156
 127,787
 80,965
Reclassifications to held for sale2,009
 15,155
 20,686
Balance at close of the year(940,005) (860,954) (752,210)(1,075,643) (940,005) (860,954)
          
Net Real Estate Investment$6,539,226
 $6,666,415
 $6,441,586
$6,205,664
 $6,539,226
 $6,666,415
SPIRIT REALTY CAPITAL, INC.
Schedule IV
Mortgage Loans on Real Estate
As of December 31, 20162017
(In thousands)

Mortgage Stated Interest Rate 
Final Maturity Date (1)
 Periodic Payment Terms Face Amount 
Carrying Amount of Mortgages 
Automotive parts and service <3% 8.60% - 9.35% 1/1/2021 1/1/2021 
Principal & Interest (2)
 $10,588
 $9,436
Restaurants <3% 9.55% - 10.47% 8/1/2020 7/1/2028 
Principal & Interest (3)
 58,296
 53,168
          $68,884
 $62,604
             
(1)  Reflects current maturity of the investment and does not consider any options to extend beyond the current maturity
(2)  Balloon payments of $5.1 million at maturity
(3)  Balloon payments of $29.1 million at maturity
 
Description Location(s) Stated Interest Rate 
Final Maturity Date (1)
 Periodic Payment Terms Prior Liens Face Amount of Mortgages 
Carrying Amount of Mortgages (2)
 
Principal Amount of Loans Subject to Delinquent Principal or Interest (3)
Restaurants - Casual Dining AL, AR, AZ (3), GA, KS, KY, LA, MA, MD, MI, NC (2), NJ, OK, PA, SC (2), TN, TX (2), WV 9.84% 8/1/2020 
Principal & Interest (4)
 $
 $37,939
 $31,776
 $
Restaurants - Quick Service AZ (2), CA, FL (6), GA (3), MA, MD, MI (2), NC, VA (3) 10.47% 10/1/2020 
Principal & Interest (5)
 
 17,711
 13,937
 
Automotive Parts TX (24), LA (2) 8.60% - 9.35% 1/1/2021 
Principal & Interest (6)
 
 10,588
 8,459
 
Restaurants - Casual Dining CO (3), IL, KS, MI (2), MO, OH (2), OK, SD, TN 4.00% - 9.00% 9/25/2020 
Mixed (7)
 
 13,125
 9,939
 
Grocery CA 5.00% 6/29/2018 
Interest Only (8)
 
 9,000
 9,000
 
Restaurants < 3% OH (3), PA (2) 9.55% 5/1/2026-7/1/2028 Principal & Interest 
 2,635
 1,501
 1,469
Total           $
 $90,998
 $74,612
 $1,469
                   
(1)  Reflects current maturity of the investment and does not consider any options to extend beyond the current maturity
        
(2) The aggregate tax basis of the mortgage loans outstanding on December 31, 2017 was $69.9 million.
         
(3) One borrower associated with two properties filed for bankruptcy November 11, 2017, the remaining balance of the mortgage notes and related accrued interest have been fully reserved, totaling $360.0 thousand. Delinquent balances in the amount of $29.0 thousand have been reserved related to one borrower associated with three properties.
(4)  Balloon payment of $21.5 million due at maturity
         
(5)  Balloon payments of $7.2 million due at maturity
         
(6)  Consists of two notes, $6.6 million at 9.35% and $4.0 million at 8.60% with a combined balloon payment of $5.0 million due at maturity
(7)  Deferred interest (4.0%) year 1, Interest only (4.0%) year 2, Principal and interest (9.0%) year 3, Balloon payment of $8.6 million due at maturity
(8)  Balloon payment of $9.0 million due at maturity
         
SPIRIT REALTY CAPITAL, INC.
Schedule IV
Mortgage Loans on Real Estate
As of December 31, 2017
(In thousands)

2016 2015 20142017 2016 2015
Reconciliation of Mortgage Loans on Real Estate          
Balance January 1,$100,082
 $109,046
 $117,291
$62,604
 $100,082
 $109,046
Additions during period          
Mortgage loans acquired in Merger Transaction
 
 
Premium on mortgage loans acquired in Merger
 
 
New mortgage loans
 
 
24,015
 
 
Deductions during period          
Collections of principal (inclusive of loans receivable exchanged for real estate acquired)(34,686) (6,497) (5,720)(9,462) (34,686) (6,497)
Foreclosures
 
 
Amortization of premium(2,792) (2,466) (2,525)(2,156) (2,792) (2,466)
Amortization of capitalized loan origination costs
 (1) 

 
 (1)
Mortgage loans receivable December 31,62,604
 100,082
 109,046
75,001
 62,604
 100,082
Mortgage loan loss provisions(389) 
 
74,612
 62,604
 100,082
Equipment and other loans receivable4,474
 4,245
 379
5,355
 4,474
 4,245
Provision for other loan loss(500) (324) 

 (500) (324)
3,974
 3,921
 379
5,355
 3,974
 3,921
Total loans receivable$66,578
 $104,003
 $109,425
$79,967
 $66,578
 $104,003


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
SPIRIT REALTY CAPITAL, INC.
(Registrant)
   
 By:/s/ Prakash J. Parag
 Name:Prakash J. Parag
 Title:
Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)
Date: February 23, 201722, 2018

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Thomas H. Nolan Jr.,Jackson Hsieh, Phillip D. Joseph, Jr. and Jay Young, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Spirit Realty Capital, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission in connection therewith, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities and Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
NameTitleDate
/s/ Thomas H. Nolan, Jr.Jackson Hsieh
Chairman of the Board of DirectorsPresident and Chief Executive Officer (Principal Executive Officer)
February 23, 201722, 2018
   
/s/ Phillip D. Joseph, Jr.
Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)
February 23, 201722, 2018
   
/s/ Prakash J. Parag
Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)
February 23, 201722, 2018
   
/s/ Kevin M. CharltonDirectorFebruary 23, 201722, 2018
   
/s/ Todd A. DunnDirectorFebruary 23, 2017
/s/ David J. GilbertDirectorFebruary 23, 201722, 2018
   
/s/ Richard I. GilchristDirectorFebruary 23, 201722, 2018
   
/s/ Diane M. MorefieldDirectorFebruary 23, 201722, 2018
   
/s/ Sheli Z. RosenbergDirectorFebruary 23, 201722, 2018
   
/s/ Thomas D. SenkbeilDirectorFebruary 23, 201722, 2018
   
/s/ Nicholas P. ShepherdDirectorFebruary 23, 201722, 2018

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
SPIRIT REALTY, L.P.
(Registrant)
   
 By:Spirit Realty Capital, Inc., in its capacity as sole member of Spirit General Holdings, LLC, as sole general partner and on behalf of Spirit Realty, L.P.
 By:/s/ Prakash J. Parag
 Name:Prakash J. Parag
 Title:
Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)
Date: February 23, 201722, 2018
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Thomas H. Nolan Jr.,Jackson Hsieh, Phillip D. Joseph, Jr. and Jay Young, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Spirit Realty Capital, Inc., in its capacity as sole member of Spirit GEneralGeneral Holdings, LLC, as sole general partner and on behalf of Spirit Realty, L.P., to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission in connection therewith, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities and Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
NameTitleDate
/s/ Thomas H. Nolan, Jr.Jackson Hsieh
Chairman of the Board of DirectorsPresident and Chief Executive Officer (Principal Executive Officer)
February 23, 201722, 2018
   
/s/ Phillip D. Joseph, Jr.
Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)
February 23, 201722, 2018
   
/s/ Prakash J. Parag
Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)
February 23, 201722, 2018
   
/s/ Kevin M. CharltonDirectorFebruary 23, 201722, 2018
   
/s/ Todd A. DunnDirectorFebruary 23, 2017
/s/ David J. GilbertDirectorFebruary 23, 201722, 2018
   
/s/ Richard I. GilchristDirectorFebruary 23, 201722, 2018
   
/s/ Diane M. MorefieldDirectorFebruary 23, 201722, 2018
   
/s/ Sheli Z. RosenbergDirectorFebruary 23, 201722, 2018
   
/s/ Thomas D. SenkbeilDirectorFebruary 23, 201722, 2018
   
/s/ Nicholas P. ShepherdDirectorFebruary 23, 201722, 2018

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