Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 3, 2018



VEREIT, INC.
VEREIT OPERATING PARTNERSHIP, L.P.
(Exact name of Registrant as specified in its charter)

Maryland	001-35263	45-2482685
Delaware	333-197780	45-1255683
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2325 E. Camelback Road, Suite 1100
Phoenix, AZ 85016
(Address of principal executive offices, including zip code)


(800) 606-3610
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



VEREIT, Inc.		VEREIT Operating Partnership, L.P.
Emerging growth company o		Emerging growth company o

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.

VEREIT, Inc. ¨ VEREIT Operating Partnership, L.P. o

Item 2.02. Results of Operations and Financial Condition.

On August 3, 2018, VEREIT, Inc. (the “Company”) furnished the following documents: (i) a press release relating to its second quarter 2018 financial results and related matters, attached hereto as Exhibit 99.1; and (ii) quarterly supplemental information for the fiscal quarter ended June 30, 2018, attached hereto as Exhibit 99.2. The information set forth in this Item 2.02 and in the attached Exhibits 99.1 and 99.2 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	VEREIT, INC.

	By:	/s/ Michael J. Bartolotta
	Name:	Michael J. Bartolotta
	Title:	Executive Vice President and Chief Financial Officer



	VEREIT OPERATING PARTNERSHIP, L.P. By: VEREIT, Inc., its sole general partner

	By:	/s/ Michael J. Bartolotta
	Name:	Michael J. Bartolotta
	Title:	Executive Vice President and Chief Financial Officer

Date: August 3, 2018



Exhibit No.		Description
99.1		Press Release issued August 3, 2018 relating to Second Quarter 2018 Financial Results and Related Matters
99.2		Quarterly Supplemental Information for the Quarter Ended June 30, 2018

FOR IMMEDIATE RELEASE

VEREIT® Announces Second Quarter 2018 Operating Results

Strengthened Liquidity With New $2.9 Billion Credit Facility and 74% Unencumbered Assets

Continued Portfolio Diversification

Phoenix, AZ, August 3, 2018 -- VEREIT, Inc. (NYSE: VER) (“VEREIT” or the “Company”) announced today its operating results for the three months ending June 30, 2018.

The financial results below reflect continuing operations only.

Second Quarter 2018 Highlights

Net loss of $(74.7) million and net loss per diluted share of $(0.09)

Achieved $0.18 AFFO per diluted share

Completed $41.0 million of acquisitions and $56.4 million of dispositions

Entered into new $2.9 billion credit facility enhancing liquidity and financial flexibility

Settled pending litigation with Vanguard for $90.0 million

Reaffirming 2018 AFFO per diluted share guidance range of $0.70 and $0.72 (see reconciliation to earnings per share at the end of this release)

Second Quarter 2018 Financial Results

Revenue for the quarter ended June 30, 2018 increased $7.4 million to $315.7 million as compared to revenue of $308.2 million for the same quarter in 2017, primarily due to net acquisitions since April 1, 2017.

Net Income (Loss) and Net Income (Loss) Attributable to Common Stockholders per Diluted Share

Net income for the quarter ended June 30, 2018 decreased $104.3 million to a net loss of $(74.7) million as compared to net income of $29.6 million for the same quarter in 2017, and net income per diluted share decreased $0.10 to a net loss per diluted share of $(0.09) for the quarter ended June 30, 2018, as compared to net income per diluted share of $0.01 for the same quarter in 2017. The differences were primarily due to the Vanguard settlement along with a smaller gain on the disposition of real estate partially offset by higher revenue and lower depreciation and amortization and impairment expenses.

Normalized EBITDA for the quarter ended June 30, 2018 increased $1.6 million to $259.4 million as compared to Normalized EBITDA of $257.8 million for the same quarter in 2017, primarily due to higher revenue, partially offset by higher property operating and G&A expenses along with lower other income and lower contribution from equity in income and unconsolidated entities.

Funds From Operations Attributable to Common Stockholders and Limited Partners (“FFO”) and FFO per Diluted Share

FFO for the quarter ended June 30, 2018 decreased $89.8 million to $77.0 million, as compared to $166.8 million for the same quarter in 2017, and FFO per diluted share decreased $0.09 to $0.08 for the quarter ended June 30, 2018, as compared to FFO per diluted share of $0.17 for the same quarter in 2017.

Adjusted FFO Attributable to Common Stockholders and Limited Partners (“AFFO”) and AFFO per Diluted Share

AFFO for the quarter ended June 30, 2018 increased $4.1 million to $178.8 million, as compared to $174.7 million for the same quarter in 2017, and AFFO per diluted share remained at $0.18 for the quarter ended June 30, 2018, as compared to the same quarter in 2017.

Management Commentary

Glenn J. Rufrano, Chief Executive Officer, stated, “During the second quarter, VEREIT executed a new $2.9 billion credit facility providing long-term balance sheet flexibility. Our portfolio remains well-diversified with occupancy of 98.8% and a focus to increase unencumbered assets which now approximate 74%. Debt metrics are well within our investment grade rating and we continue to have a great deal of liquidity.”

Common Stock Dividend Information

On August 2, 2018, the Company’s Board of Directors declared a quarterly dividend of $0.1375 per share for the third quarter of 2018, representing an annual distribution rate of $0.55 per share. The dividend will be paid on October 15, 2018 to common stockholders of record as of September 28, 2018.

Balance Sheet and Liquidity

On May 23, 2018, the Company closed on a new $2.9 billion unsecured credit facility to replace its previous $2.3 billion revolving credit facility. The new credit facility is comprised of a $2.0 billion unsecured revolving credit facility and a $900.0 million unsecured delayed-draw term loan facility.

During the second quarter, the Company had net draws on its revolving line of credit of $75.0 million, resulting in a balance of $195.0 million and leaving $1.8 billion of capacity available as of June 30, 2018 on the Company’s $2.0 billion revolving line of credit. In addition, secured debt was reduced by $45.9 million.

Share Repurchase Activity

During the second quarter of 2018, the Company repurchased approximately 0.8 million shares of its common stock at an average price of $6.95 per share. Year-to-date the Company has repurchased 7.2 million shares at an average price of $6.94 per share.

Consolidated Financial Statistics

Financial Statistics as of the quarter ended June 30, 2018 are as follows: Net Debt to Normalized EBITDA of 5.8x, Fixed Charge Coverage Ratio of 3.0x, Unencumbered Asset Ratio of 73.5%, Net Debt to Gross Real Estate Investments of 39.1% and Weighted Average Debt Term of 4.0 years.

On June 11, 2018, the Company announced it entered into a settlement agreement and release to settle its pending litigation with Vanguard for $90.0 million. Vanguard’s holdings accounted for approximately 13.0% of VEREIT’s outstanding shares of common stock held at the end of the period covered by the various pending shareholder actions. The Company retains the right to pursue any and all claims against the other defendants in the litigation and/or third parties, including claims for contribution for amounts paid in the settlement.

Real Estate Portfolio

As of June 30, 2018, the Company’s portfolio consisted of 4,033 properties with total portfolio occupancy of 98.8%, investment grade tenancy of 42.7% and a weighted-average remaining lease term of 9.1 years. During the quarter ended June 30, 2018, same-store rents (3,942 properties) increased 0.5% as compared to the same quarter in 2017. Excluding the effects of an early lease renewal, the increase in same store rents would have been 1.1%.

Property Acquisitions

During the second quarter of 2018, the Company acquired 7 properties for approximately $41.0 million at an average cash cap rate of 7.2%.

Property Dispositions

During the quarter ended June 30, 2018, the Company disposed of 37 properties for an aggregate sales price of $56.4 million. Of this amount, $28.4 million was used in the total weighted average cash cap rate calculation of 7.4%, including $25.9 million in net sales of Red Lobster restaurants. The gain on second quarter sales was approximately $6.0 million.

Property Acquisitions

From July 1, 2018 through July 26, 2018, the Company acquired 14 properties for $74.2 million at a cash cap rate of 7.1%.

Property Dispositions

From July 1, 2018 through July 26, 2018, the Company disposed of 10 properties for an aggregate sales price of $39.3 million at an average cash cap rate of 6.8%.

Capital Market Activity

On August 1, 2018, the Company repaid $597.5 million of principal outstanding related to the 2018 convertible notes, which was temporarily funded using borrowings under the revolving credit facility. The Company is evaluating options for permanent financing, including borrowings on the delayed-draw term loan or the issuance of a senior note offering.

Audio Webcast Details

The live audio webcast, beginning at 1:00 p.m. ET on Friday, August 3, 2018, is available by accessing this link:

http://ir.vereit.com/. Participants should log in 10-15 minutes early.

Following the call, a replay of the webcast will be available at the link above and archived for up to 12 months following the call.

VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. The Company has a total asset book value of $14.3 billion including approximately 4,000 properties and 94.6 million square feet. VEREIT’s business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. VEREIT is a publicly traded Maryland corporation listed on the New York Stock Exchange. Additional information about VEREIT can be found on its website at www.VEREIT.com and through social media platforms such as Twitter and LinkedIn.

Rubenstein Associates

212.843.8489 | pchapman@rubenstein.com

Bonni Rosen, SVP, Investor Relations

877.405.2653 | BRosen@VEREIT.com

Descriptions of FFO and AFFO, EBITDA and Normalized EBITDA, Debt Outstanding and Adjusted Debt Outstanding, Net Debt, Interest Expense, Excluding Non-Cash Amortization, Fixed Charge Coverage Ratio, Net Debt to Normalized EBITDA Annualized Ratio, Net Debt Leverage Ratio, and Unencumbered Asset Ratio are provided below. Refer to pages 7 through 13 for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure and the calculations of these financial ratios.

We determined that adjusted funds from operations (“AFFO”), a non-GAAP measure, and our real estate portfolio and economic metrics should exclude the impact of properties owned by the Company for the month beginning with the date that (i) the related mortgage loan is in default, and (ii) management decides to transfer the properties to the lender in connection with settling the mortgage note obligation ("Excluded Properties") and ending with the disposition date, to better reflect our ongoing operations. Excluded Properties during the three months ended June 30, 2017 were two vacant office properties and five industrial properties, two of which were vacant. Excluded Properties at June 30, 2017 were two vacant office properties and one vacant industrial property, comprising an aggregate 991,000 square feet with aggregate Debt Outstanding of $83.9 million. During the three months ended June 30, 2018, the Excluded Property was one vacant industrial property, comprising 307,725 square feet with Debt Outstanding of $16.2 million. At June 30, 2018 there were no Excluded Properties. The Company did not update data presented for prior periods as the impact on prior period non-GAAP measures, including AFFO and Normalized EBITDA, and operating metrics was immaterial.

Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”)

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. ("Nareit"), an industry trade group, has promulgated a supplemental performance measure known as funds from operations (“FFO”), which we believe to be an appropriate supplemental performance measure to reflect the operating performance of a REIT. FFO is not equivalent to our net income or loss as determined under U.S. GAAP.

Nareit defines FFO as net income or loss computed in accordance with U.S. GAAP, excluding gains or losses from disposition of property, depreciation and amortization of real estate assets and impairment write-downs on depreciable real estate including the pro rata share of adjustments for unconsolidated partnerships and joint ventures. We calculated FFO in accordance with Nareit's definition described above.

In addition to FFO, we use adjusted funds from operations (“AFFO”) as a non-GAAP supplemental financial performance measure to evaluate the operating performance of the Company. AFFO, as defined by the Company, excludes from FFO non-routine items such as acquisition-related expenses, litigation and other non-routine costs, net of insurance recoveries, held for sale loss on discontinued operations, net revenue or expense earned or incurred that is related to the services agreement we entered into with Cole Capital on February 1, 2018, gains or losses on sale of investment securities or mortgage notes receivable and legal settlements and insurance recoveries not in the ordinary course of business. We also exclude certain non-cash items such as impairments of goodwill and intangible assets, straight-line rent, net of bad debt expense related to straight-line rent, net direct financing lease adjustments, gains or losses on derivatives, reserves for loan loss, gains or losses on the extinguishment or forgiveness of debt, non-current portion of the tax benefit or expense, equity-based compensation and amortization of intangible assets, deferred financing costs, premiums and discounts on debt and investments, above-market lease assets and below-market lease liabilities. We omit the impact of the Excluded Properties and related non-recourse mortgage notes from FFO to calculate AFFO. Management believes that excluding these costs from FFO provides investors with supplemental performance information that is consistent with the performance models and analysis used by management, and provides investors a view of the performance of our portfolio over time. AFFO allows for a comparison of the performance of our operations with other publicly-traded REITs, as AFFO, or an equivalent measure, is routinely reported by publicly-traded REITs, and we believe often used by analysts and investors for comparison purposes.

For all of these reasons, we believe FFO and AFFO, in addition to net income (loss), as defined by U.S. GAAP, are helpful supplemental performance measures and useful in understanding the various ways in which our management evaluates the performance of the Company over time. However, not all REITs calculate FFO and AFFO the same way, so comparisons with other REITs may not be meaningful. FFO and AFFO should not be considered as alternatives to net income (loss) and are not intended to be used as a liquidity measure indicative of cash flow available to fund our cash needs. Neither the SEC, Nareit, nor any other regulatory body has evaluated the acceptability of the exclusions used to adjust FFO in order to calculate AFFO and its use as a non-GAAP financial performance measure.

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Normalized EBITDA

Normalized EBITDA, as disclosed, represents EBITDA, or earnings before interest, taxes, depreciation and amortization, modified to exclude non-routine items such as acquisition-related expenses, litigation and other non-routine costs, net of insurance recoveries, gains or losses on disposition of real estate, held for sale loss on discontinued operations, net revenue or expense earned or incurred that is related to the services agreement we entered into with Cole Capital on February 1, 2018, gains or losses on sale of investment securities or mortgage notes receivable and legal settlements and insurance recoveries not in the ordinary course of business. We also exclude certain non-cash items such as impairments of goodwill and real estate and intangible assets, straight-line rental revenue, gains or losses on derivatives, gains or losses on the extinguishment or forgiveness of debt, write-off of program development costs, and amortization of intangibles, above-market lease assets and below-market lease liabilities. Normalized EBITDA omits the Normalized EBITDA impact of Excluded Properties. Management believes that excluding these costs from EBITDA provides investors with supplemental performance information that is consistent with the performance models and analysis used by management, and provides investors a view of the performance of our portfolio over time. Therefore, EBITDA and Normalized EBITDA should not be considered as an alternative to net income, as computed in accordance with GAAP, or as an indicator of the Company's financial performance. The Company uses Normalized EBITDA as one measure of its operating performance when formulating corporate goals and evaluating the effectiveness of the Company's strategies. Normalized EBITDA may not be comparable to similarly titled measures of other companies.

Debt Outstanding and Adjusted Debt Outstanding

Debt Outstanding and Adjusted Debt Outstanding are non-GAAP measures that represent the Company's outstanding principal debt balance, excluding certain GAAP adjustments, such as premiums and discounts, financing and issuance costs, and related accumulated amortization. Adjusted Debt Outstanding omits the outstanding principal balance of mortgage notes secured by Excluded Properties. We believe that the presentation of Debt Outstanding and Adjusted Debt Outstanding, which show our contractual debt obligations, provides useful information to investors to assess our overall liquidity, financial flexibility, capital structure and leverage. Debt Outstanding and Adjusted Debt Outstanding should not be considered as alternatives to the Company's consolidated debt balance as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with, and as a supplement to, the Company's financial information prepared in accordance with GAAP.

Net Debt is a non-GAAP measure used to show the Company's Adjusted Debt Outstanding, less all cash and cash equivalents, including those related to discontinued operations. We believe that the presentation of Net Debt provides useful information to investors because our management reviews Net Debt as part of its management of our overall liquidity, financial flexibility, capital structure and leverage.

Interest Expense, Excluding Non-Cash Amortization

Interest Expense, excluding non-cash amortization is a non-GAAP measure that represents interest expense incurred on the outstanding principal balance of our debt. This measure excludes (i) the amortization of deferred financing costs, premiums and discounts, which is included in interest expense in accordance with GAAP, and (ii) the impact of Excluded Properties and related non-recourse mortgage notes. We believe that the presentation of Interest Expense, excluding non-cash amortization, which shows the interest expense on our contractual debt obligations, provides useful information to investors to assess our overall solvency and financial flexibility. Interest Expense, excluding non-cash amortization should not be considered as an alternative to the Company's interest expense as determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to the Company's financial information prepared in accordance with GAAP.

Fixed Charge Coverage Ratio

Fixed Charge Coverage Ratio is the sum of (i) Interest Expense, excluding non-cash amortization, (ii) secured debt principal amortization on Adjusted Debt Outstanding and (iii) dividends attributable to preferred shares divided by Normalized EBITDA. Management believes that Fixed Charge Coverage Ratio is a useful supplemental measure of our ability to satisfy fixed financing obligations.

Net Debt to Normalized EBITDA Annualized Ratio

Net Debt to Normalized EBITDA Annualized equals Net Debt divided by the current quarter Normalized EBITDA multiplied by four. We believe that the presentation of Net Debt to Normalized EBITDA Annualized provides useful information to investors because our management reviews Net Debt to Normalized EBITDA Annualized as part of its management of our overall liquidity, financial flexibility, capital structure and leverage.

Net Debt Leverage Ratio

Net Debt Leverage Ratio equals Net Debt divided by Gross Real Estate Investments. We believe that the presentation of Net Debt Leverage Ratio provides useful information to investors because our management reviews Net Debt Leverage Ratio as part of its management of our overall liquidity, financial flexibility, capital structure and leverage.

Gross Real Estate Investments

Gross Real Estate Investments represent total gross real estate and related assets of Operating Properties, including net investments in unconsolidated entities, investment in direct financing leases, investment securities backed by real estate and loans held for investment, net of gross intangible lease liabilities.

Unencumbered Asset Ratio

Unencumbered Asset Ratio equals unencumbered Gross Real Estate Investments divided by Gross Real Estate Investments. Management believes that Unencumbered Asset Ratio is a useful supplemental measure of our overall liquidity and leverage.

Forward-Looking Statements

Information set forth herein contains “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended), which reflect VEREIT’s expectations regarding future events and plans, VEREIT's future financial condition, results of operations and business including the strength and liquidity of its balance sheet, permanent financing for the repayment of its 2018 convertible notes, and VEREIT’s focus to increase unencumbered assets in its portfolio. The forward-looking statements involve a number of assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Generally, the words “expects,” “anticipates,”“assumes,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” "may," "will," "should," "could," "continues," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond VEREIT’s control. If a change occurs, VEREIT’s business, financial condition, liquidity and results of operations may vary materially from those expressed in or implied by the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: VEREIT’s plans, market and other expectations, objectives, intentions and other statements that are not historical facts; the developments disclosed herein; VEREIT’s ability to execute on and realize success from its business plan; VEREIT’s ability to meet its 2018 guidance; the unpredictability of the business plans and financial condition of VEREIT's tenants; risks associated with tenant, geographic and industry concentrations with respect to VEREIT's properties; the impact of impairment charges in respect of certain of VEREIT's properties or other assets; competition in the acquisition and disposition of properties and in the leasing of its properties; the inability to acquire, dispose of, or lease properties on advantageous terms; risks associated with bankruptcies or insolvencies of tenants or from tenant defaults generally; risks associated with pending government investigations and litigations related to VEREIT's previously disclosed audit committee investigation; the ability to retain or hire key personnel; and continuation or deterioration of current market conditions. Additional factors that may affect future results are contained in VEREIT’s filings with the U.S. Securities and Exchange Commission (the SEC), which are available at the SEC’s website at www.sec.gov. VEREIT disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share data) (Unaudited)



	June 30, 2018			December 31, 2017
ASSETS
Real estate investments, at cost:
Land	$	2,859,265		$	2,865,855
Buildings, fixtures and improvements	10,714,456			10,711,845
Intangible lease assets	2,024,014			2,037,675
Total real estate investments, at cost	15,597,735			15,615,375
Less: accumulated depreciation and amortization	3,206,336			2,908,028
Total real estate investments, net	12,391,399			12,707,347
Investment in unconsolidated entities	33,972			39,520
Investment in direct financing leases, net	16,560			19,539
Investment securities, at fair value	35,489			40,974
Mortgage notes receivable, net	19,855			20,294
Cash and cash equivalents	18,434			34,176
Restricted cash	27,078			27,662
Rent and tenant receivables and other assets, net	351,163			308,253
Goodwill	1,337,773			1,337,773
Due from affiliates, net	—			6,041
Assets related to real estate assets held for sale and discontinued operations, net	29,884			163,999
Total assets	$	14,261,607		$	14,705,578

LIABILITIES AND EQUITY
Mortgage notes payable, net	$	2,031,171		$	2,082,692
Corporate bonds, net	2,824,176			2,821,494
Convertible debt, net	989,901			984,258
Credit facility	195,000			185,000
Below-market lease liabilities, net	187,352			198,551
Accounts payable and accrued expenses	141,746			136,474
Deferred rent, derivative and other liabilities	66,123			62,985
Distributions payable	180,734			175,301
Due to affiliates	—			66
Liabilities related to discontinued operations	—			15,881
Total liabilities	6,616,203			6,662,702
Commitments and contingencies
Preferred stock, $0.01 par value, 100,000,000 shares authorized and 42,834,138 issued and outstanding as of each of June 30, 2018 and December 31, 2017	428			428
Common stock, $0.01 par value, 1,500,000,000 shares authorized and 967,493,795 and 974,208,583 issued and outstanding as of June 30, 2018 and December 31, 2017, respectively	9,674			9,742
Additional paid-in-capital	12,609,145			12,654,258
Accumulated other comprehensive loss	(4,290		)	(3,569		)
Accumulated deficit	(5,120,240		)	(4,776,581		)
Total stockholders’ equity	7,494,717			7,884,278
Non-controlling interests	150,687			158,598
Total equity	7,645,404			8,042,876
Total liabilities and equity	$	14,261,607		$	14,705,578

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for per share data) (Unaudited)



	Three Months Ended June 30,
	2018			2017
Revenues:
Rental income	$	290,641		$	286,694
Operating expense reimbursements	25,023			21,551
Total revenues	315,664			308,245
Operating expenses:
Acquisition-related	909			756
Litigation and other non-routine costs, net of insurance recoveries	107,087			14,411
Property operating	31,436			31,627
General and administrative	16,287			14,429
Depreciation and amortization	164,235			180,148
Impairments	11,664			17,769
Total operating expenses	331,618			259,140
Operating (loss) income	(15,954		)	49,105
Other (expense) income:
Interest expense	(70,320		)	(73,621		)
Gain on extinguishment and forgiveness of debt, net	5,249			9,005
Other income, net	1,215			2,463
Equity in income and gain on disposition of unconsolidated entities	327			513
Gain on derivative instruments, net	105			592
Total other expenses, net	(63,424		)	(61,048		)
Loss before taxes and real estate dispositions	(79,378		)	(11,943		)
Gain on disposition of real estate and held for sale assets, net	5,821			42,639
(Loss) income from continuing operations before income taxes	(73,557		)	30,696
Provision for income taxes	(1,134		)	(1,146		)
(Loss) income from continuing operations	(74,691		)	29,550
Income from discontinued operations, net of tax	224			4,636
Net (loss) income	(74,467		)	34,186
Net loss (income) attributable to non-controlling interests	1,797			(778		)
Net (loss) income attributable to the General Partner	$	(72,670	)	$	33,408

Basic and diluted net (loss) income per share from continuing operations attributable to common stockholders	$	(0.09	)	$	0.01
Basic and diluted net income per share from discontinued operations attributable to common stockholders	0.00			0.01
Basic and diluted net (loss) income per share attributable to common stockholders	$	(0.09	)	$	0.02
Distributions declared per common share	$	0.1375		$	0.1375

CONSOLIDATED EBITDA AND NORMALIZED EBITDA

(In thousands) (Unaudited)



	Three Months Ended June 30,
	2018			2017
Net (loss) income	$	(74,467	)	$	34,186
Adjustments:
Interest expense	70,320			73,621
Depreciation and amortization of real estate assets	164,235			184,288
Provision for income taxes	1,134			2,571
Proportionate share of adjustments for unconsolidated entities	289			1,023
EBITDA	$	161,511		$	295,689
Gain on disposition of real estate assets, net	(5,821		)	(42,639		)
Impairments	11,664			17,769
Loss on disposition and held for sale loss on discontinued operations	(224		)	—
Acquisition-related expenses	909			756
Litigation and other non-routine costs, net of insurance recoveries	107,087			14,411
Gain on investment securities	—			(65		)
Gain on derivative instruments, net	(105		)	(592		)
Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities	688			1,703
Gain on extinguishment and forgiveness of debt, net	(5,249		)	(9,005		)
Net direct financing lease adjustments	503			464
Straight-line rent, net of bad debt expense related to straight-line rent	(11,402		)	(10,870		)
Other adjustments, net	(142		)	(57		)
Proportionate share of adjustments for unconsolidated entities	(27		)	(11		)
Adjustment for Excluded Properties	(5		)	472
Normalized EBITDA	$	259,387		$	268,025
Normalized EBITDA from continuing operations	$	259,387		$	257,824
Normalized EBITDA from discontinued operations	$	—		$	10,201

CONSOLIDATED FUNDS FROM OPERATIONS

(In thousands, except for share and per share data) (Unaudited)



	Three Months Ended June 30,
	2018			2017
Net (loss) income	$	(74,467	)	$	34,186
Dividends on non-convertible preferred stock	(17,973		)	(17,973		)
Gain on disposition of real estate assets, net	(5,821		)	(42,639		)
Depreciation and amortization of real estate assets	163,551			179,433
Impairment of real estate	11,664			17,769
Proportionate share of adjustments for unconsolidated entities	289			667
FFO attributable to common stockholders and limited partners	$	77,243		$	171,443
FFO attributable to common stockholders and limited partners from continuing operations	77,019			166,807
FFO attributable to common stockholders and limited partners from discontinued operations	224			4,636

Weighted-average shares outstanding - basic	968,192,162			974,160,295
Limited Partner OP Units and effect of dilutive securities	23,907,976			23,969,333
Weighted-average shares outstanding - diluted	992,100,138			998,129,628

FFO attributable to common stockholders and limited partners per diluted share	$	0.078		$	0.172
FFO attributable to common stockholders and limited partners from continuing operations per diluted share	$	0.078		$	0.167
FFO attributable to common stockholders and limited partners from discontinued operations per diluted share	$	0.000		$	0.005

CONSOLIDATED ADJUSTED FUNDS FROM OPERATIONS

(In thousands, except for share and per share data) (Unaudited)



	Three Months Ended June 30,
	2018			2017
FFO attributable to common stockholders and limited partners	$	77,243		$	171,443

Acquisition-related expenses	909			756
Litigation and other non-routine costs, net of insurance recoveries	107,087			14,411
Loss on disposition and held for sale loss on discontinued operations	(224		)	—
Gain on investments	—			(65		)
Gain on derivative instruments, net	(105		)	(592		)
Amortization of premiums and discounts on debt and investments, net	(603		)	(1,700		)
Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities	688			1,703
Net direct financing lease adjustments	503			464
Amortization and write-off of deferred financing costs	5,650			6,327
Amortization of management contracts	—			4,146
Deferred other tax benefit	—			(4,318		)
Gain on extinguishment and forgiveness of debt, net	(5,249		)	(9,005		)
Straight-line rent, net of bad debt expense related to straight-line rent	(11,402		)	(10,870		)
Equity-based compensation expense	3,716			4,448
Other adjustments, net	566			627
Proportionate share of adjustments for unconsolidated entities	(27		)	48
Adjustment for Excluded Properties	42			3,045
AFFO attributable to common stockholders and limited partners	$	178,794		$	180,868
AFFO attributable to common stockholders and limited partners from continuing operations	178,794			174,745
AFFO attributable to common stockholders and limited partners from discontinued operations	—			6,123

Weighted-average shares outstanding - basic	968,192,162			974,160,295
Limited Partner OP Units and effect of dilutive securities	23,907,976			23,969,333
Weighted-average shares outstanding - diluted	992,100,138			998,129,628

AFFO attributable to common stockholders and limited partners per diluted share	$	0.180		$	0.181
AFFO attributable to common stockholder and limited partners from continuing operations per diluted share	$	0.180		$	0.175
AFFO attributable to common stockholders and limited partners from discontinued operations per diluted share	$	—		$	0.006

FINANCIAL AND OPERATIONS STATISTICS AND RATIOS

(Dollars in thousands) (Unaudited)



	Three Months Ended
	June 30, 2018
Interest expense - as reported	$	(70,320	)
Less Adjustments:
Amortization of deferred financing costs and other non-cash charges	(5,705		)
Amortization of net premiums	634
Interest Expense, Excluding Non-Cash Amortization - Excluded Properties	(47		)
Interest Expense, Excluding Non-Cash Amortization	$	(65,202	)



	Three Months Ended
	June 30, 2018
Interest Expense, Excluding Non-Cash Amortization	$	65,202
Secured debt principal amortization	2,457
Dividends attributable to preferred shares	17,973
Total fixed charges	85,632
Normalized EBITDA	259,387
Fixed Charge Coverage Ratio	3.03		x

	June 30, 2018
Adjusted Debt Outstanding	$	6,067,593
Less: cash and cash equivalents	18,434
Net Debt	6,049,159
Normalized EBITDA annualized	1,037,548
Net Debt to Normalized EBITDA Annualized Ratio	5.83		x

Net Debt	$	6,049,159
Gross Real Estate Investments	15,477,098
Net Debt Leverage Ratio	39.1		%

Unencumbered Gross Real Estate Investments	$	11,376,971
Gross Real Estate Investments	15,477,098
Unencumbered asset ratio	73.5		%



	June 30, 2018
Mortgage notes payable, net	$	2,031,171
Corporate bonds, net	2,824,176
Convertible debt, net	989,901
Credit facility	195,000
Total debt - as reported	6,040,248
Adjustments:
Deferred financing costs, net	41,672
Net premiums	(14,327		)
Debt Outstanding	6,067,593
Debt Outstanding - Excluded Properties	—
Adjusted Debt Outstanding	$	6,067,593

CONSOLIDATED ADJUSTED FUNDS FROM OPERATIONS PER DILUTED SHARE - 2018 GUIDANCE

The Company expects its 2018 AFFO per diluted share to be in a range between $0.70 and $0.72. This guidance assumes dispositions totaling $300 million to $500 million at an average cash cap rate of 6.5% to 7.5% and acquisitions of $200 million to $300 million in excess of dispositions within the same cash cap rate range. Acquisitions will be funded through a combination of internal equity, debt capacity within our Net Debt to Normalized EBITDA target, and proceeds from the sale of Cole Capital. Guidance also assumes real estate operations with average occupancy above 98.0% and same-store rental growth in a range of 0.3% to 1.0%. The Company also expects to target balance sheet Net Debt to Normalized EBITDA at approximately 6.0x. The estimated net income per diluted share is not a projection and is provided solely to satisfy the disclosure requirements of the U.S. Securities and Exchange Commission.



	Low			High
Diluted net loss per share attributable to common stockholders and limited partners^{(1) (2)}	$	(0.09	)	$	(0.07	)
Gain on disposition of real estate assets, net⁽²⁾	(0.02		)	(0.02		)
Depreciation and amortization of real estate assets⁽²⁾	0.64			0.64
Impairment of real estate⁽²⁾	0.02			0.02
FFO attributable to common stockholders and limited partners per diluted share	0.55			0.57
Adjustments⁽³⁾	0.15			0.15
AFFO attributable to common stockholders and limited partners per diluted share	$	0.70		$	0.72

_____________________________________

(1) Includes impact of dividends to be paid to preferred shareholders and excludes the effect of non-controlling interests and gains or losses on the extinguishment of debt. Includes the impacts of discontinued operations, impairments and gains or losses on the sale of real estate assets and interests in unconsolidated joint ventures for the six months ended June 30, 2018.

(2) Includes actual amounts for the six months ended June 30, 2018.

(3) Includes (i) non-routine items such as acquisition-related expenses, litigation and other non-routine costs, net of insurance recoveries, gains or losses on sale of investment securities or mortgage note receivables, legal settlements and insurance recoveries not in the ordinary course of business, (ii) certain non-cash items such as impairments of goodwill, straight-line rent, net of bad debt expense related to straight-line rent, net direct financing lease adjustments, gains or losses on derivatives, gains or losses on the extinguishment or forgiveness of debt, reserves for loan loss, equity-based compensation and amortization of intangible assets, deferred financing costs, premiums and discounts on debt and investments, above-market lease assets and below-market lease liabilities and (iii) the AFFO impact of Excluded Properties and related non-recourse mortgage notes.




		Q2 2018 SUPPLEMENTAL INFORMATION



VEREIT Supplemental Information
June 30, 2018



Section	Page

Company Overview	4
Financial Summary	6
Financial and Operations Statistics and Ratios	7
Key Balance Sheet Metrics and Capital Structure	8
Balance Sheets	9
Statements of Operations	10
Funds From Operations (FFO)	11
Adjusted Funds From Operations (AFFO)	12
EBITDA and Normalized EBITDA	13
Net Operating Income	14
Same Store Contract Rental Revenue	15
Debt and Preferred Equity Summary	16
Mortgage Notes Payable	18
Credit Facility and Corporate Bond Covenants	20
Acquisitions and Dispositions	21
Diversification Statistics	22
Top 10 Concentrations	23
Tenants Comprising Over 1% of Annualized Rental Income	25
Tenant Industry Diversification	26
Property Geographic Diversification	27
Lease Expirations	29
Lease Summary	33
Diversification by Property Type	35
Definitions	40

See the Definitions section for a description of the Company's non-GAAP and operating metrics.

VEREIT, Inc. | WWW.VEREIT.COM | 2




		Q2 2018 SUPPLEMENTAL INFORMATION

This data and other information described herein are as of and for the three months ended June 30, 2018, unless otherwise indicated. Future performance may not be consistent with past performance and is subject to change and inherent risks and uncertainties. This information should be read in conjunction with the financial statements and the Management's Discussion and Analysis of Financial Condition and Results of Operations sections contained in VEREIT, Inc.'s (the "Company," "VEREIT," "us," "our" and "we") Annual Report on Form 10-K for the year ended December 31, 2017 and Quarterly Reports on Form 10-Q for the periods ended June 30, 2018, March 31, 2018, September 30, 2017, and June 30, 2017.

Prior to the fourth quarter of 2017, the Company operated through two business segments, the real estate investment segment and the investment management segment, Cole Capital. On February 1, 2018, the Company completed the sale of Cole Capital. Substantially all of the Cole Capital segment is presented as discontinued operations and the Company's remaining financial results are reported as a single segment for all periods presented. The Company's continuing operations represent primarily those of the real estate investment segment.

Forward-Looking Statements

Information set forth herein contains “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended), which reflect VEREIT’s expectations regarding future events and plans, VEREIT's future financial condition, results of operations and business. The forward-looking statements involve a number of assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Generally, the words “expects,” “anticipates,”“assumes,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” "may," "will," "should," "could," "continues," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond VEREIT’s control. If a change occurs, VEREIT’s business, financial condition, liquidity and results of operations may vary materially from those expressed in or implied by the forward-looking statements.

See the Definitions section for a description of the Company's non-GAAP and operating metrics.

VEREIT, Inc. | WWW.VEREIT.COM | 3




		Q2 2018 SUPPLEMENTAL INFORMATION

Company Overview

(unaudited)

VEREIT is a real estate company incorporated in Maryland on December 2, 2010, which has elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes. On September 6, 2011, the Company completed its initial public offering.

VEREIT is a full-service real estate operating company which owns and manages one of the largest portfolios of single-tenant commercial properties in the U.S. VEREIT's business model provides equity capital to creditworthy corporations in return for long-term leases on their properties. The Company targets properties that are strategically located and essential to the business operations of the tenant, as well as retail properties that offer necessity- and value-oriented products or services. At June 30, 2018, approximately 42.7% of the Company's Annualized Rental Income was earned from Investment-Grade Tenants, Economic Occupancy Rate was 98.8% and the Weighted Average Remaining Lease Term was 9.1 years.

Tenants, Trademarks and Logos

VEREIT is not affiliated with, is not endorsed by, does not endorse and is not sponsored by or a sponsor of the products or services pictured or mentioned. The names, logos and all related product and service names, design marks and slogans of other companies are the trademarks or service marks of such companies.

See the Definitions section for a description of the Company's non-GAAP and operating metrics.

VEREIT, Inc. | WWW.VEREIT.COM | 4




		Q2 2018 SUPPLEMENTAL INFORMATION

Company Overview (cont.)



Senior Management		Board of Directors

Glenn J. Rufrano, Chief Executive Officer		Hugh R. Frater, Non-Executive Chairman

Michael J. Bartolotta, Executive Vice President and Chief Financial Officer		David B. Henry, Independent Director

Lauren Goldberg, Executive Vice President, General Counsel and Secretary		Mary Hogan Preusse, Independent Director

Paul H. McDowell, Executive Vice President and Chief Operating Officer		Richard J. Lieb, Independent Director

Thomas W. Roberts, Executive Vice President and Chief Investment Officer		Mark S. Ordan, Independent Director

Gavin B. Brandon, Senior Vice President and Chief Accounting Officer		Eugene A. Pinover, Independent Director

		Julie G. Richardson, Independent Director

		Glenn J. Rufrano, Chief Executive Officer

Corporate Offices and Contact Information



2325 E. Camelback Road, Suite 1100		5 Bryant Park, 23rd Floor
Phoenix, AZ 85016		New York, NY 10018
800-606-3610		212-413-9100
www.VEREIT.com

Trading Symbols: VER, VER PRF

Stock Exchange Listing: New York Stock Exchange

Computershare Trust Company, N.A.

See the Definitions section for a description of the Company's non-GAAP and operating metrics.

VEREIT, Inc. | WWW.VEREIT.COM | 5




		Q2 2018 SUPPLEMENTAL INFORMATION

Quarterly Financial Summary

(unaudited, dollars in thousands, except share and per share amounts)

The following table summarizes the Company's quarterly financial results and portfolio metrics. Data presented includes both continuing operations, which primarily represent the Company's real estate operations, and discontinued operations, which represent substantially all of Cole Capital, except as otherwise indicated.



	Three Months Ended
Financial Results	June 30, 2018			March 31, 2018			December 31, 2017			September 30, 2017			June 30, 2017
Revenue⁽¹⁾	$	315,664		$	315,074		$	316,599		$	306,543		$	308,245
(Loss) income from continuing operations	$	(74,691	)	$	29,036		$	(2,479	)	$	12,489		$	29,550
Income (loss) from discontinued operations	224			3,501			(30,613		)	4,005			4,636
Net (loss) income	$	(74,467	)	$	32,537		$	(33,092	)	$	16,494		$	34,186
Basic and diluted (loss) income from continuing operations per share attributable to common stockholders and limited partners	$	(0.09	)	$	0.01		$	(0.02	)	$	(0.01	)	$	0.01
Basic and diluted income (loss) from discontinued operations per share attributable to common stockholders and limited partners	0.00			0.00			(0.03		)	0.00			0.01
Basic and diluted net (loss) income per share attributable to common stockholders and limited partners	$	(0.09	)	$	0.01		$	(0.05	)	$	(0.00	)	$	0.02
Normalized EBITDA from continuing operations	$	259,387		$	262,362		$	258,578		$	257,996		$	257,824
Normalized EBITDA from discontinued operations	—			2,761			9,132			9,123			10,201
Normalized EBITDA	$	259,387		$	265,123		$	267,710		$	267,119		$	268,025
FFO attributable to common stockholders and limited partners from continuing operations	$	77,019		$	164,691		$	164,500		$	173,708		$	166,807
FFO attributable to common stockholders and limited partners from discontinued operations	224			3,501			(30,613		)	4,005			4,636
FFO attributable to common stockholders and limited partners	$	77,243		$	168,192		$	133,887		$	177,713		$	171,443
FFO attributable to common stockholders and limited partners from continuing operations per diluted share	$	0.078		$	0.165		$	0.165		$	0.174		$	0.167
FFO attributable to common stockholders and limited partners from discontinued operations per diluted share	0.000			0.004			(0.031		)	0.004			0.005
FFO attributable to common stockholders and limited partners per diluted share	$	0.078		$	0.169		$	0.134		$	0.178		$	0.172
AFFO attributable to common stockholders and limited partners from continuing operations	$	178,794		$	180,854		$	175,807		$	174,774		$	174,745
AFFO attributable to common stockholders and limited partners from discontinued operations	—			3,202			3,913			16,086			6,123
AFFO attributable to common stockholders and limited partners	$	178,794		$	184,056		$	179,720		$	190,860		$	180,868
AFFO attributable to common stockholders and limited partners from continuing operations per diluted share	$	0.180		$	0.182		$	0.176		$	0.175		$	0.175
AFFO attributable to common stockholders and limited partners from discontinued operations per diluted share	—			0.003			0.004			0.016			0.006
AFFO attributable to common stockholders and limited partners per diluted share	$	0.180		$	0.185		$	0.180		$	0.191		$	0.181
Dividends declared per common share	$	0.1375		$	0.1375		$	0.1375		$	0.1375		$	0.1375
Weighted-average shares outstanding - diluted	992,100,138			996,773,442			998,513,154			998,425,771			998,129,628

Portfolio Metrics
Operating Properties	4,033			4,063			4,091			4,093			4,105
Rentable Square Feet (in thousands)	94,592			94,666			94,418			92,228			91,094
Economic Occupancy Rate	98.8		%	98.7		%	98.8		%	99.0		%	98.6		%
Weighted Average Remaining Lease Term (years)	9.1			9.3			9.5			9.5			9.5
Investment-Grade Tenants⁽²⁾	42.7		%	42.9		%	39.6		%	40.1		%	40.7		%

Represents revenue from continuing operations as presented on the statement of operations in accordance with GAAP. There was no revenue from discontinued operations for the three months ended June 30, 2018. Revenue from discontinued operations was $7.8 million, $25.0 million, $27.0 million, and $27.5 million, for the three months ended March 31, 2018, December 31, 2017, September 30, 2017, and June 30, 2017, respectively.

The weighted-average credit rating of our investment-grade tenants was BBB+ as of June 30, 2018.

See the Definitions section for a description of the Company's non-GAAP and operating metrics.

VEREIT, Inc. | WWW.VEREIT.COM | 6




		Q2 2018 SUPPLEMENTAL INFORMATION

Financial and Operations Statistics and Ratios

(unaudited, dollars in thousands)



	Three Months Ended
	June 30, 2018			March 31, 2018			December 31, 2017			September 30, 2017			June 30, 2017
Interest Coverage Ratio
Interest Expense, excluding non-cash amortization⁽¹⁾	$	65,202		$	64,741		$	65,097		$	65,821		$	66,446
Normalized EBITDA⁽²⁾	259,387			265,123			267,710			267,119			268,025
Interest Coverage Ratio	3.98x			4.10x			4.11x			4.06x			4.03x

Fixed Charge Coverage Ratio
Interest Expense, excluding non-cash amortization⁽¹⁾	$	65,202		$	64,741		$	65,097		$	65,821		$	66,446
Secured debt principal amortization	2,457			2,676			3,257			2,981			4,563
Dividends attributable to preferred shares	17,973			17,973			17,973			17,973			17,973
Total fixed charges	85,632			85,390			86,327			86,775			88,982
Normalized EBITDA⁽²⁾	259,387			265,123			267,710			267,119			268,025
Fixed Charge Coverage Ratio	3.03		x	3.10		x	3.10		x	3.08		x	3.01		x

	June 30, 2018			March 31, 2018			December 31, 2017			September 30, 2017			June 30, 2017
Net Debt Ratios
Adjusted Debt Outstanding⁽³⁾	$	6,067,593		$	6,022,255		$	6,089,838		$	5,936,439		$	6,031,589
Less: cash and cash equivalents	18,434			28,435			34,176			51,891			289,960
Less: cash and cash equivalents related to discontinued operations	—			—			2,198			2,472			2,538
Net Debt	6,049,159			5,993,820			6,053,464			5,882,076			5,739,091
Normalized EBITDA annualized⁽²⁾	1,037,548			1,060,492			1,070,840			1,068,476			1,072,100
Net Debt to Normalized EBITDA annualized ratio	5.83		x	5.65		x	5.65		x	5.51		x	5.35		x

Net Debt	$	6,049,159		$	5,993,820		$	6,053,464		$	5,882,076		$	5,739,091
Gross Real Estate Investments	15,477,098			15,509,117			15,511,683			15,336,016			15,157,133
Net Debt Leverage Ratio	39.1		%	38.6		%	39.0		%	38.4		%	37.9		%

Unencumbered Assets/Real Estate Assets
Unencumbered Gross Real Estate Investments	$	11,376,971		$	11,325,512		$	11,296,918		$	11,073,165		$	10,541,410
Gross Real Estate Investments	15,477,098			15,509,117			15,511,683			15,336,016			15,157,133
Unencumbered Asset Ratio	73.5		%	73.0		%	72.8		%	72.2		%	69.5		%

___________________________________

Refer to the Statements of Operations section for interest expense calculated in accordance with GAAP.

Includes continued and discontinued operations.

Refer to the Balance Sheets section for total debt calculated in accordance with GAAP.

See the Definitions section for a description of the Company's non-GAAP and operating metrics.

VEREIT, Inc. | WWW.VEREIT.COM | 7




		Q2 2018 SUPPLEMENTAL INFORMATION

Key Balance Sheet Metrics and Capital Structure

(unaudited, dollars and shares in thousands, except per share amounts)



		Common equity	51.0%

		Corporate bonds	19.5%

		Secured debt	13.9%

		Preferred equity	7.4%

		Convertible notes	6.9%

		Revolving credit facility	1.3%

Fixed vs. Variable Rate Debt



Fixed	95.7	%
Swapped to Fixed	0.8	%
Variable	3.5	%



VEREIT Capitalization Table
	Wtd. Avg. Maturity (Years)	Rate⁽¹⁾		June 30, 2018
Diluted shares outstanding				995,062
Stock price				$	7.44
Implied Equity Market Capitalization				$	7,403,261

Series F Perpetual Preferred ⁽²⁾		6.70	%	$	1,073,025

Total secured debt	3.8	4.89	%	$	2,022,593

Revolving credit facility	3.9	3.29	%	$	195,000
2018 convertible notes	0.1	3.00	%	597,500
2019 corporate bonds	0.6	3.00	%	750,000
2020 convertible notes	2.5	3.75	%	402,500
2021 corporate bonds	2.9	4.13	%	400,000
2024 corporate bonds	5.6	4.60	%	500,000
2026 corporate bonds	7.9	4.88	%	600,000
2027 corporate bonds	9.1	3.95	%	600,000
Total unsecured debt	4.1	3.82	%	$	4,045,000

Total Adjusted Debt Outstanding	4.0	4.18	%	$	6,067,593

Total Capitalization				$	14,543,879
Less: Cash and cash equivalents				18,434
Enterprise Value				$	14,525,445

Net Debt/Enterprise Value				41.6		%
Net Debt/Normalized EBITDA Annualized⁽³⁾				5.83		x
Net Debt + Preferred/Normalized EBITDA Annualized⁽³⁾				6.86		x
Fixed Charge Coverage Ratio				3.03		x
Liquidity ⁽⁴⁾				$	2,723,434

___________________________________

(1)Weighted average interest rate for variable rate debt represents the interest rate in effect as of June 30, 2018.

(2)Balance represents 42.8 million shares of Series F Preferred Stock (and 42.8 million corresponding general partner Series F Preferred Units) and 86,874 limited partner Series F Preferred Units outstanding at June 30, 2018, multiplied by the liquidation preference of $25 per share.

(3)Normalized EBITDA annualized includes continued and discontinued operations.

(4)Liquidity represents cash and cash equivalents of $18.4 million, $1.8 billion available capacity on our revolving credit facility and $900.0 million available on our delayed-draw term loan.

See the Definitions section for a description of the Company's non-GAAP and operating metrics.

VEREIT, Inc. | WWW.VEREIT.COM | 8




		Q2 2018 SUPPLEMENTAL INFORMATION

Balance Sheets

(unaudited, in thousands)



	June 30, 2018			March 31, 2018			December 31, 2017			September 30, 2017			June 30, 2017
Assets
Real estate investments, at cost:
Land	$	2,859,265		$	2,871,533		$	2,865,855		$	2,866,305		$	2,858,662
Buildings, fixtures and improvements	10,714,456			10,753,190			10,711,845			10,585,796			10,496,710
Intangible lease assets	2,024,014			2,035,004			2,037,675			2,027,304			2,000,292
Total real estate investments, at cost	15,597,735			15,659,727			15,615,375			15,479,405			15,355,664
Less: accumulated depreciation and amortization	3,206,336			3,059,955			2,908,028			2,784,481			2,623,050
Total real estate investments, net	12,391,399			12,599,772			12,707,347			12,694,924			12,732,614
Investment in unconsolidated entities	33,972			33,736			39,520			40,311			40,952
Investment in direct financing leases, net	16,560			17,476			19,539			33,402			33,892
Investment securities, at fair value	35,489			35,741			40,974			41,677			42,250
Mortgage notes receivable, net	19,855			20,072			20,294			20,510			20,722
Cash and cash equivalents	18,434			28,435			34,176			51,891			289,960
Restricted cash	27,078			28,049			27,662			27,797			40,995
Rent and tenant receivables and other assets, net	351,163			335,622			308,253			325,098			333,242
Goodwill	1,337,773			1,337,773			1,337,773			1,337,773			1,337,773
Due from affiliates, net	—			—			6,041			5,884			7,512
Assets related to discontinued operations and real estate assets held for sale, net	29,884			15,113			163,999			157,466			168,128
Total assets	$	14,261,607		$	14,451,789		$	14,705,578		$	14,736,733		$	15,048,040

Liabilities and Equity
Mortgage notes payable and other debt, net	$	2,031,171		$	2,078,593		$	2,082,692		$	2,115,633		$	2,381,031
Corporate bonds, net	2,824,176			2,822,830			2,821,494			2,820,164			2,228,422
Convertible debt, net	989,901			987,071			984,258			981,490			978,738
Credit facility, net	195,000			120,000			185,000			—			497,718
Below-market lease liabilities, net	187,352			193,703			198,551			204,051			209,566
Accounts payable and accrued expenses	141,746			126,724			136,474			143,735			137,344
Deferred rent and other liabilities	66,123			68,718			62,985			63,876			70,735
Distributions payable	180,734			177,645			175,301			172,129			168,953
Due to affiliates	—			—			66			8			—
Liabilities related to discontinued operations	—			—			15,881			8,678			12,054
Total liabilities	6,616,203			6,575,284			6,662,702			6,509,764			6,684,561

Series F preferred stock	428			428			428			428			428
Common stock	9,674			9,681			9,742			9,742			9,742
Additional paid-in capital	12,609,145			12,611,006			12,654,258			12,648,967			12,645,309
Accumulated other comprehensive loss	(4,290		)	(4,284		)	(3,569		)	(3,330		)	(1,928		)
Accumulated deficit	(5,120,240		)	(4,896,349		)	(4,776,581		)	(4,592,533		)	(4,456,708		)
Total stockholders' equity	7,494,717			7,720,482			7,884,278			8,063,274			8,196,843
Non-controlling interests	150,687			156,023			158,598			163,695			166,636
Total equity	7,645,404			7,876,505			8,042,876			8,226,969			8,363,479
Total liabilities and equity	$	14,261,607		$	14,451,789		$	14,705,578		$	14,736,733		$	15,048,040

See the Definitions section for a description of the Company's non-GAAP and operating metrics.

VEREIT, Inc. | WWW.VEREIT.COM | 9




		Q2 2018 SUPPLEMENTAL INFORMATION

Statements of Operations

(unaudited, in thousands, except per share data)



	Three Months Ended
	June 30, 2018			March 31, 2018			December 31, 2017			September 30, 2017			June 30, 2017
Revenues:
Rental income	$	290,641		$	290,631		$	290,564		$	282,717		$	286,694
Operating expense reimbursements	25,023			24,443			26,035			23,826			21,551
Total revenues	315,664			315,074			316,599			306,543			308,245
Operating expenses:
Acquisition-related	909			777			1,120			909			756
Litigation and other non-routine costs, net of insurance recoveries	107,087			21,740			11,167			9,507			14,411
Property operating	31,436			30,565			32,429			30,645			31,627
General and administrative	16,287			15,240			18,274			13,221			14,429
Depreciation and amortization	164,235			166,152			175,259			172,383			180,148
Impairments	11,664			6,036			19,691			6,363			17,769
Total operating expenses	331,618			240,510			257,940			233,028			259,140
Operating (loss) income	(15,954		)	74,564			58,659			73,515			49,105
Other (expense) income:
Interest expense	(70,320		)	(70,425		)	(70,694		)	(71,708		)	(73,621		)
Gain (loss) on extinguishment and forgiveness of debt, net	5,249			—			(318		)	9,756			9,005
Other income, net	1,215			7,436			1,989			1,131			2,463
Equity in income and gain on disposition of unconsolidated entities	327			1,065			1,958			374			513
Gain on derivative instruments, net	105			273			266			1,294			592
Total other expenses, net	(63,424		)	(61,651		)	(66,799		)	(59,153		)	(61,048		)
(Loss) income before taxes and real estate dispositions	(79,378		)	12,913			(8,140		)	14,362			(11,943		)
Gain (loss) on disposition of real estate and held for sale assets, net	5,821			17,335			7,104			(688		)	42,639
(Loss) income from continuing operations before income taxes	(73,557		)	30,248			(1,036		)	13,674			30,696
Provision for income taxes from continuing operations	(1,134		)	(1,212		)	(1,443		)	(1,185		)	(1,146		)
(Loss) income from continuing operations	(74,691		)	29,036			(2,479		)	12,489			29,550
Income (loss) from discontinued operations, net of tax	224			3,501			(30,613		)	4,005			4,636
Net (loss) income	(74,467		)	32,537			(33,092		)	16,494			34,186
Net loss (income) attributable to non-controlling interests	1,797			(742		)	970			(400		)	(778		)
Net (loss) income attributable to the General Partner	$	(72,670	)	$	31,795		$	(32,122	)	$	16,094		$	33,408

Basic and diluted net (loss) income per share from continuing operations attributable to common stockholders and limited partners	$	(0.09	)	$	0.01		$	(0.02	)	$	(0.01	)	$	0.01
Basic and diluted net loss (income) per share from discontinued operations attributable to common stockholders and limited partners	0.00			0.00			(0.03		)	0.00			0.01
Basic and diluted net (loss) income per share attributable to common stockholders and limited partners	$	(0.09	)	$	0.01		$	(0.05	)	$	(0.00	)	$	0.02

See the Definitions section for a description of the Company's non-GAAP and operating metrics.

VEREIT, Inc. | WWW.VEREIT.COM | 10




		Q2 2018 SUPPLEMENTAL INFORMATION

Funds From Operations (FFO)

(unaudited, in thousands, except share and per share data)



	Three Months Ended
	June 30, 2018			March 31, 2018			December 31, 2017			September 30, 2017			June 30, 2017
Net (loss) income	$	(74,467	)	$	32,537		$	(33,092	)	$	16,494		$	34,186
Dividends on non-convertible preferred stock	(17,973		)	(17,973		)	(17,973		)	(17,973		)	(17,973		)
(Gain) loss on disposition of real estate assets, including joint ventures, net	(5,821		)	(18,036		)	(7,104		)	688			(42,639		)
Depreciation and amortization of real estate assets	163,551			165,182			173,829			171,576			179,433
Impairment of real estate	11,664			6,036			19,691			6,363			17,769
Proportionate share of adjustments for unconsolidated entities	289			446			(1,464		)	565			667
FFO attributable to common stockholders and limited partners	$	77,243		$	168,192		$	133,887		$	177,713		$	171,443
FFO attributable to common stockholders and limited partners from continuing operations	77,019			164,691			164,500			173,708			166,807
FFO attributable to common stockholders and limited partners from discontinued operations	224			3,501			(30,613		)	4,005			4,636

Weighted-average shares outstanding - basic	968,192,162			972,663,193			974,212,874			974,167,088			974,160,295
Limited Partner OP Units and effect of dilutive securities⁽¹⁾	23,907,976			24,110,249			24,300,280			24,258,683			23,969,333
Weighted-average shares outstanding - diluted⁽²⁾	992,100,138			996,773,442			998,513,154			998,425,771			998,129,628

FFO attributable to common stockholders and limited partners per diluted share⁽³⁾	$	0.078		$	0.169		$	0.134		$	0.178		$	0.172
FFO attributable to common stockholders and limited partners from continuing operations per diluted share⁽³⁾	0.078			0.165			0.165			0.174			0.167
FFO attributable to common stockholders and limited partners from discontinued operations per diluted share⁽³⁾	0.000			0.004			(0.031		)	0.004			0.005

Dilutive securities include unvested restricted shares of common stock and unvested restricted stock units.

Weighted-average shares for all periods presented exclude the effect of the convertible debt as the Company would expect to settle the debt in cash, and any shares underlying restricted stock units that are contingently issuable which are not issuable based on the Company’s level of achievement of certain performance targets through the respective reporting period.

Refer to the Statements of Operations section for basic and diluted net (loss) income per share attributable to common stockholders.

See the Definitions section for a description of the Company's non-GAAP and operating metrics.

VEREIT, Inc. | WWW.VEREIT.COM | 11




		Q2 2018 SUPPLEMENTAL INFORMATION

Adjusted Funds From Operations (AFFO)
(unaudited, in thousands, except share and per share data)



	Three Months Ended
	June 30, 2018			March 31, 2018			December 31, 2017			September 30, 2017			June 30, 2017
FFO attributable to common stockholders and limited partners	$	77,243		$	168,192		$	133,887		$	177,713		$	171,443

Acquisition-related expenses	909			777			1,120			909			756
Litigation and other non-routine costs, net of insurance recoveries	107,087			21,086			14,969			9,507			14,411
Loss on disposition and held for sale loss on discontinued operations	(224		)	2,009			20,027			—			—
Gain on investments	—			(5,638		)	—			—			(65		)
Gain on derivative instruments, net	(105		)	(273		)	(266		)	(1,294		)	(592		)
Amortization of premiums and discounts on debt and investments, net	(603		)	(606		)	(627		)	(1,442		)	(1,700		)
Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities	688			1,487			1,148			1,210			1,703
Net direct financing lease adjustments	503			539			517			491			464
Amortization and write-off of deferred financing costs	5,650			5,875			5,834			6,028			6,327
Amortization of management contracts	—			—			2,076			4,146			4,146
Deferred and other tax (benefit) expense ⁽¹⁾	—			(1,855		)	5,063			6,277			(4,318		)
(Gain) loss on extinguishment and forgiveness of debt, net	(5,249		)	—			318			(9,756		)	(9,005		)
Straight-line rent, net of bad debt expense related to straight-line rent	(11,402		)	(11,260		)	(11,281		)	(9,955		)	(10,870		)
Equity-based compensation	3,716			2,774			5,528			3,664			4,448
Other adjustments, net	566			514			566			739			627
Proportionate share of adjustments for unconsolidated entities	(27		)	12			277			(2		)	48
Adjustment for Excluded Properties	42			423			564			2,625			3,045
AFFO attributable to common stockholders and limited partners	$	178,794		$	184,056		$	179,720		$	190,860		$	180,868
AFFO attributable to common stockholders and limited partners from continuing operations	178,794			180,854			175,807			174,774			174,745
AFFO attributable to common stockholders and limited partners from discontinued operations	—			3,202			3,913			16,086			6,123

Weighted-average shares outstanding - basic	968,192,162			972,663,193			974,212,874			974,167,088			974,160,295
Limited Partner OP Units and effect of dilutive securities ⁽²⁾	23,907,976			24,110,249			24,300,280			24,258,683			23,969,333
Weighted-average shares outstanding - diluted ⁽³⁾	992,100,138			996,773,442			998,513,154			998,425,771			998,129,628

AFFO attributable to common stockholders and limited partners per diluted share⁽⁴⁾	$	0.180		$	0.185		$	0.180		$	0.191		$	0.181
AFFO attributable to common stockholders and limited partners from continuing operations per diluted share⁽⁴⁾	0.180			0.182			0.176			0.175			0.175
AFFO attributable to common stockholders and limited partners from discontinued operations per diluted share⁽⁴⁾	—			0.003			0.004			0.016			0.006

This adjustment represents the non-current portion of the provision for or benefit from income taxes in order to show only the current portion of the provision for or benefit from income taxes as an impact to AFFO. For the three months ended December 31, 2017, this adjustment is net of an accelerated current tax benefit attributable to the expected change to the Company’s future effective tax rate.

Dilutive securities include unvested restricted shares of common stock and unvested restricted stock units.

Refer to the Statements of Operations section for basic and diluted net (loss) income per share attributable to common stockholders.

See the Definitions section for a description of the Company's non-GAAP and operating metrics.

VEREIT, Inc. | WWW.VEREIT.COM | 12




		Q2 2018 SUPPLEMENTAL INFORMATION

EBITDA and Normalized EBITDA

(unaudited, in thousands)



	Three Months Ended
	June 30, 2018			March 31, 2018			December 31, 2017			September 30, 2017			June 30, 2017
Net (loss) income	$	(74,467	)	$	32,537		$	(33,092	)	$	16,494		$	34,186
Adjustments:
Interest expense	70,320			70,425			70,694			71,708			73,621
Depreciation and amortization	164,235			166,152			177,329			176,523			184,288
Provision for (benefit from) income taxes	1,134			(883		)	11,843			2,053			2,571
Proportionate share of adjustments for unconsolidated entities	289			619			756			845			1,023
EBITDA	$	161,511		$	268,850		$	227,530		$	267,623		$	295,689
(Gain) loss on disposition of real estate assets, including joint ventures, net	(5,821		)	(18,036		)	(7,104		)	688			(42,639		)
Impairments	11,664			6,036			19,691			6,363			17,769
Loss on disposition and held for sale loss on discontinued operations	(224		)	2,009			20,027			—			—
Acquisition-related expenses	909			777			1,120			909			756
Litigation and other non-routine costs, net of insurance recoveries	107,087			21,086			14,969			9,507			14,411
Gain on investments	—			(5,638		)	—			—			(65		)
Gain on derivative instruments, net	(105		)	(273		)	(266		)	(1,294		)	(592		)
Amortization of above-market lease assets and deferred lease incentives, net of amortization of below-market lease liabilities	688			1,487			1,148			1,210			1,703
(Gain) loss on extinguishment and forgiveness of debt, net	(5,249		)	—			318			(9,756		)	(9,005		)
Net direct financing lease adjustments	503			539			517			491			464
Straight-line rent, net of bad debt expense related to straight-line rent	(11,402		)	(11,260		)	(11,281		)	(9,955		)	(10,870		)
Program development costs write-off	—			—			1,343			110			—
Other adjustments, net	(142		)	(488		)	1,247			(61		)	(57		)
Proportionate share of adjustments for unconsolidated entities	(27		)	(6		)	(1,721		)	(39		)	(11		)
Adjustment for Excluded Properties	(5		)	40			172			1,323			472
Normalized EBITDA	$	259,387		$	265,123		$	267,710		$	267,119		$	268,025
Normalized EBITDA from continuing operations	$	259,387		$	262,362		$	258,578		$	257,996		$	257,824
Normalized EBITDA from discontinued operations	$	—		$	2,761		$	9,132		$	9,123		$	10,201



	Three Months Ended
	June 30, 2018
Cash NOI	$	274,039
Adjustments for intra-quarter acquisitions and dispositions⁽¹⁾	524
Normalized Cash NOI	$	274,563



		Contract Rental Revenue
	Number of	Three Months Ended June 30,				Increase/(Decrease)
	Properties	2018		2017		$ Change			% Change
Retail	2,053	$	110,368	$	110,701	$	(333	)	(0.3	)%
Restaurant	1,656	58,653		57,664		989			1.7	%
Industrial	141	41,605		41,136		469			1.1	%
Office	83	54,385		54,292		93			0.2	%	⁽³⁾
Other⁽²⁾	9	132		131		1			0.8	%
Total	3,942	$	265,143	$	263,924	$	1,219		0.5	%	⁽³⁾



Lender	Maturity		Adjusted Debt Outstanding As Of June 30, 2018		Coupon Rate			Effective Rate ⁽¹⁾		Payment Terms ⁽²⁾
Cantor Commercial Real Estate Lending, L.P.	01/06/24		$	465,000	4.97	%		4.97	%	I/O
Cantor Commercial Real Estate Lending, L.P.	01/06/24		155,000		4.97	%		4.97	%	I/O
JPMorgan Chase Bank, N.A.	09/01/20	⁽³⁾	94,393		5.55	%		5.55	%	P&I
Wells Fargo Bank, National Association	03/01/23	⁽³⁾	74,250		4.23	%		4.23	%	I/O
Wells Fargo Bank, National Association	07/01/22	⁽³⁾	68,110		4.54	%		4.54	%	I/O
Goldman Sachs Commercial Mortgage Capital, L.P.	06/06/20		61,164		5.73	%		5.73	%	P&I
Wells Fargo Bank, National Association	05/01/21		60,450		5.54	%		5.54	%	I/O
PNC Bank, National Association	01/01/19		59,500		4.10	%		4.10	%	I/O
Citigroup Global Markets Realty Corp	05/06/22		54,300		6.05	%		6.05	%	I/O
American General Life Insurance Company	11/01/21		51,250		5.25	%		5.25	%	I/O
Capital One, N.A.	11/20/19		51,015		1mo. Libor + 1.95%		⁽⁴⁾	3.27	%	P&I
JPMorgan Chase Bank, N.A.	05/01/21		46,910		5.53	%		5.53	%	I/O
Goldman Sachs Commercial Mortgage Capital, L.P.	05/06/21	⁽³⁾	46,670		5.92	%		5.92	%	I/O
People's United Bank	04/01/21		41,249		5.55	%		5.55	%	P&I
Wells Fargo Bank, National Association	06/01/22	⁽³⁾	41,000		4.73	%		4.73	%	I/O
Morgan Stanley Mortgage Capital Holdings LLC	01/01/23		40,800		4.46	%		4.46	%	I/O
JPMorgan Chase Bank, N.A.	06/01/20		39,958		5.71	%		5.71	%	P&I
JPMorgan Chase Bank, N.A.	11/01/19	⁽³⁾	38,500		4.10	%		4.10	%	I/O
The Royal Bank of Scotland Plc	01/01/21		33,908		5.48	%		5.48	%	I/O
Goldman Sachs Mortgage Company	12/06/20		31,500		5.25	%		5.25	%	I/O
Oritani Bank	05/01/24		30,050		3.25	%		3.25	%	I/O through 05/01/2019, then P&I
Goldman Sachs Mortgage Company	12/06/20		30,000		5.25	%		5.25	%	I/O
Jackson National Life Insurance Company	10/01/18	⁽³⁾	29,450		4.25	%		4.25	%	I/O
German American Capital Corporation	10/06/22	⁽³⁾	29,160		4.48	%		4.48	%	I/O
German American Capital Corporation	10/06/22	⁽³⁾	28,440		4.48	%		4.48	%	I/O
PNC Bank, National Association	06/01/22		27,750		4.22	%		4.22	%	I/O
GS Commercial Real Estate LP	08/06/19	⁽³⁾	27,725		4.73	%		4.73	%	I/O
Jackson National Life Insurance Company	07/01/19		27,200		3.10	%		3.10	%	I/O
PNC Bank, National Association	09/01/22		26,756		4.00	%		4.00	%	P&I
John Hancock Life Insurance Company	10/03/22		22,500		4.04	%		4.04	%	I/O
Aviva Life and Annuity Company	07/01/21		19,600		5.02	%		5.02	%	I/O through 07/01/2019, then P&I
The Variable Annuity Life Insurance Company	01/01/23		19,525		4.00	%		4.00	%	I/O
Morgan Stanley Mortgage Capital Holdings LLC	05/10/21		19,513		5.67	%		5.67	%	I/O
Oritani Bank	05/01/24		18,889		3.25	%		3.25	%	I/O through 05/01/2019, then P&I
German American Capital Corp	06/06/22		18,575		4.60	%		4.60	%	P&I
The Royal Bank of Scotland Plc	03/01/21		18,100		5.88	%		5.88	%	I/O
JPMorgan Chase Bank, National Association	05/01/21	⁽³⁾	15,121		5.54	%		5.54	%	P&I
Amegy Bank, National Association	08/19/18		14,894		1mo. Libor + 2.95%			5.33	%	P&I
JPMorgan Chase Bank, N.A.	07/01/20		10,934		5.50	%		5.50	%	P&I
40/86 Mortgage Capital, Inc.	01/01/19		10,050		5.00	%		5.00	%	I/O
Monumental Life Insurance Company	04/01/23		9,211		3.95	%		3.95	%	P&I



Lender	Maturity	Adjusted Debt Outstanding As Of June 30, 2018		Coupon Rate		Effective Rate ⁽¹⁾		Payment Terms ⁽²⁾
Transamerica Life Insurance Company	08/01/30	$	6,546	5.57	%	5.57	%	P&I
Transamerica Life Insurance Company	08/01/30	5,828		5.32	%	5.32	%	P&I
Capital Lease Funding, LLC	07/15/18	1,083		7.20	%	7.20	%	P&I
US Bank National Association	04/15/19	434		5.40	%	5.40	%	P&I
Transamerica Life Insurance Company	08/01/30	332		5.93	%	5.93	%	P&I
		$	2,022,593			4.89	%



Unsecured Credit Facility Key Covenants	Required	June 30, 2018
Ratio of total indebtedness to total asset value	≤ 60%	38.1%
Ratio of adjusted EBITDA to fixed charges	≥ 1.5x	2.95x
Ratio of secured indebtedness to total asset value	≤ 45%	12.6%
Ratio of unsecured indebtedness to unencumbered asset value	≤ 60%	34.8%
Ratio of unencumbered adjusted NOI to unsecured interest expense	≥ 1.75x	5.01x


(1)	Rental income includes percentage rent of $1.4 million, $1.7 million, $1.3 million, $1.6 million and $1.2 million for the three months ended June 30, 2018, March 31, 2018, December 31, 2017, September 30, 2017, and June 30, 2017, respectively.


(1)	For properties acquired during the three months ended June 30, 2018, the adjustment eliminates Cash NOI for such properties and replaces Cash NOI for the partial period with an amount estimated to be equivalent to Cash NOI for the full period. For properties disposed of during the three months ended June 30, 2018, the adjustment eliminates Cash NOI for the period.


(1)	Development and expansion properties are included in the same store population if the placed in service date was prior to April 1, 2017.


(2)	Other properties include billboards, land and parking lots.


(3)	Excluding the impact of an early office lease renewal executed in the fourth quarter of 2017, for the three months ended June 30, 2018, office same store rent would have been 3.1% and total same store rent would have been 1.1%.



Principal Payments Due	Total		2018		2019		2020		2021		2022		2023		2024		Thereafter
Mortgage notes payable	$	2,022,593	$	50,005	$	222,789	$	265,186	$	352,770	$	314,839	$	144,843	$	665,196	$	6,965
Credit Facility	195,000		—		—		—		—		195,000		—		—		—
Corporate bonds	2,850,000		—		750,000		—		400,000		—		—		500,000		1,200,000
Convertible notes	1,000,000		597,500		—		402,500		—		—		—		—		—
Total Adjusted Debt Outstanding	$	6,067,593	$	647,505	$	972,789	$	667,686	$	752,770	$	509,839	$	144,843	$	1,165,196	$	1,206,965



Debt Type	Percentage of Debt Outstanding		Weighted-Average Effective Interest Rate		Weighted-Average Years to Maturity
Mortgage notes payable	33.3	%	4.89	%	3.8
Unsecured credit facility	3.2	%	3.29	%	3.9
Corporate bonds	47.0	%	4.03	%	5.1
Convertible notes	16.5	%	3.30	%	1.0
Total	100.0	%	4.18	%	4.0



Preferred Equity	Balance⁽²⁾		Percent of Total Preferred Equity		Dividend Rate
Series F preferred stock	$	1,073,025	100.00	%	6.7	%


(1)	Includes $51.0 million of variable rate mortgage notes effectively fixed through the use of interest rate swap agreements. Debt payment obligations in future periods are based on the effective interest rates fixed under the agreements.


(2)	Balance represents 42.8 million shares of Series F Preferred Stock (and 42.8 million corresponding general partner Series F Preferred Units) and 86,874 limited partner Series F Preferred Units outstanding at June 30, 2018, multiplied by the liquidation preference of $25 per share.


(1)	Represents the interest rate in effect at June 30, 2018. For loans subject to interest rate swaps, this represents the all-in fixed interest rate.


(2)	I/O means interest only is due monthly with the principal due at maturity. P&I means both principal and interest are due monthly.


(3)	The maturity date shown represents the anticipated maturity date of the loan as specified in the loan agreement. Should the loan not be repaid at the anticipated maturity date, the applicable interest rate will increase as specified in the loan agreement.


(4)	Variable-rate loan fixed by way of interest rate swap agreement.



Corporate Bond Key Covenants	Required	June 30, 2018
Limitation on incurrence of total debt	≤ 65%	38.2%
Limitation on incurrence of secured debt	≤ 40%	12.9%
Debt service coverage	≥ 1.5x	4.03x
Maintenance of total unencumbered assets	≥ 150%	287.4%



Property Type	Number of Properties	Square Feet	Weighted Average Lease Term (Years)⁽¹⁾	Weighted Average Cash Cap Rate		Purchase Price
Retail	4	227	10.7	7.0	%	$	33,785
Industrial	3	25	9.3	8.1	%	7,234
Total acquisitions	7	252	10.5	7.2	%	$	41,019


(1)	Represents the remaining lease term from the date of acquisition.


(3)	Excludes certain properties' cash cap rates considered not meaningful due to factors such as physical and economic vacancy or short remaining lease terms. Of the $56.4 million of dispositions, $28.4 million was used in the total weighted average cash cap rate calculation of 7.4%.


(4)	The Red Lobster properties were sold under an agreement with the tenant, under which the tenant received a portion of the sales proceeds. The sales price and cash cap rate presented are based on our proceeds after making the participation payment to the tenant. The cash cap rate on the gross sales price of $30.3 million was 6.1%.


(5)	Represents eight restaurant properties and five retail properties.


(7)	Excludes the gain of $5.2 million relating to the property transferred to the lender, which is included in gain (loss) on extinguishment and forgiveness of debt, net in the Consolidated Statements of Operations.



Statistics (square feet in thousands)

Operating Properties	4,033
Rentable Square Feet	94,592
Economic Occupancy Rate	98.8	%
Weighted Average Remaining Lease Term	9.1
Investment-Grade Tenants	42.7	%
Flat leases	20.7	%
NNN leases	62.6	%



Tenant Concentration	Number of Leases	Leased Square Feet	Square Feet as a % of Total Portfolio		Annualized Rental Income		Annualized Rental Income as a % of Total Portfolio		Investment Rating
Red Lobster	26	1,988	2.1	%	$	72,292	6.3	%	B-
Walgreens	122	1,731	1.8	%	42,678		3.7	%	BBB
Family Dollar	149	3,348	3.5	%	37,512		3.3	%	BBB-
Dollar General	406	3,759	4.0	%	34,559		3.0	%	BBB
CVS	97	1,378	1.5	%	31,171		2.7	%	BBB
FedEx	46	3,230	3.4	%	30,275		2.6	%	BBB
Albertson's	33	1,923	2.0	%	23,633		2.1	%	B
BJ's Wholesale Club	3	2,223	2.4	%	19,921		1.7	%	B-
L.A. Fitness	23	986	1.0	%	19,007		1.7	%	B+
PetSmart	15	906	1.0	%	18,555		1.6	%	CCC
Total	920	21,472	22.7	%	$	329,603	28.7	%



Tenant Industry Concentration	Number of Leases	Leased Square Feet	Square Feet as a % of Total Portfolio		Annualized Rental Income		Annualized Rental Income as a % of Total Portfolio
Restaurants - Casual Dining	323	4,393	4.6	%	$	156,243	13.6	%
Manufacturing	53	16,956	17.9	%	111,238		9.7	%
Restaurants - Quick Service	833	3,335	3.5	%	100,432		8.7	%
Retail - Discount	605	10,672	11.3	%	98,499		8.6	%
Retail - Pharmacy	238	3,553	3.8	%	81,947		7.1	%
Retail - Home & Garden	112	8,561	9.1	%	61,585		5.3	%
Retail - Grocery & Supermarket	85	5,391	5.7	%	57,261		5.0	%
Finance	237	2,323	2.5	%	51,459		4.5	%
Professional Services	55	3,476	3.7	%	45,750		4.0	%
Retail - Motor Vehicle	181	5,992	6.3	%	41,360		3.6	%
Total	2,722	64,652	68.4	%	$	805,774	70.1	%



Geographic Concentration	Number of Properties	Rentable Square Feet	Square Feet as a % of Total Portfolio		Annualized Rental Income		Annualized Rental Income as a % of Total Portfolio
Texas	546	10,720	11.3	%	$	145,831	12.7	%
Ohio	294	8,462	8.9	%	67,746		5.9	%
Illinois	160	4,571	4.8	%	63,675		5.5	%
Florida	255	4,597	4.9	%	63,215		5.5	%
Pennsylvania	147	5,606	5.9	%	54,884		4.8	%
California	70	4,494	4.8	%	53,600		4.7	%
Georgia	184	3,782	4.0	%	42,585		3.7	%
Michigan	180	2,175	2.3	%	38,655		3.4	%
Indiana	135	4,101	4.3	%	38,426		3.3	%
North Carolina	157	3,317	3.5	%	36,996		3.2	%
Total	2,128	51,825	54.7	%	$	605,613	52.7	%



Metropolitan Statistical Area (MSA) Concentration	Number of Properties	Rentable Square Feet	Square Feet as a % of Total Portfolio		Annualized Rental Income		Annualized Rental Income as a % of Total Portfolio
Chicago, IL	101	4,088	4.3	%	$	54,242	4.7	%
Dallas, TX	110	3,544	3.7	%	49,645		4.3	%
Atlanta, GA	86	2,724	2.9	%	27,126		2.4	%
Houston, TX	89	2,476	2.6	%	26,633		2.3	%
Philadelphia, PA	45	1,983	2.1	%	26,509		2.3	%
Boston, MA	26	1,810	1.9	%	24,815		2.2	%
New York, NY	24	1,100	1.2	%	24,494		2.1	%
Phoenix, AZ	47	1,196	1.3	%	22,631		2.0	%
Cincinnati, OH	42	2,245	2.4	%	17,910		1.6	%
Indianapolis, IN	41	1,770	1.9	%	17,532		1.5	%
Total	611	22,936	24.3	%	$	291,537	25.4	%



Tenant	Number of Leases	Leased Square Feet	Square Feet as a % of Total Portfolio		Annualized Rental Income		Annualized Rental Income as a % of Total Portfolio		Investment Rating
Red Lobster	26	1,988	2.1	%	$	72,292	6.3	%	B-
Walgreens	122	1,731	1.8	%	42,678		3.7	%	BBB
Family Dollar	149	3,348	3.5	%	37,512		3.3	%	BBB-
Dollar General	406	3,759	4.0	%	34,559		3.0	%	BBB
CVS	97	1,378	1.5	%	31,171		2.7	%	BBB
FedEx	46	3,230	3.4	%	30,275		2.6	%	BBB
Albertson's	33	1,923	2.0	%	23,633		2.1	%	B
BJ's Wholesale Club	3	2,223	2.4	%	19,921		1.7	%	B-
L.A. Fitness	23	986	1.0	%	19,007		1.7	%	B+
PetSmart	15	906	1.0	%	18,555		1.6	%	CCC
Citizens Bank	137	714	0.8	%	16,757		1.5	%	A-
Goodyear	10	4,728	5.0	%	16,550		1.4	%	BB
Tractor Supply	61	1,274	1.3	%	16,502		1.4	%	NR
Amazon	3	3,048	3.2	%	14,159		1.2	%	AA-
Advance Auto Parts	106	736	0.8	%	12,106		1.1	%	BBB-
Home Depot	11	1,695	1.8	%	11,586		1.0	%	A
Total	1,248	33,667	35.6	%	$	417,263	36.3	%



Industry	Number of Leases	Leased Square Feet	Leased Square Feet as a % of Total Portfolio		Annualized Rental Income		Annualized Rental Income as a % of Total Portfolio
Administration & Support Services	4	427	0.5	%	$	4,003	0.3	%
Agricultural	2	138	0.1	%	1,245		0.1	%
Education	5	219	0.2	%	2,155		0.2	%
Entertainment & Recreation	25	1,035	1.1	%	20,408		1.7	%
Finance	237	2,323	2.5	%	51,459		4.5	%
Government & Public Services	21	930	1.0	%	19,246		1.7	%
Healthcare	12	1,061	1.1	%	16,686		1.4	%
Information & Communication	11	507	0.5	%	7,755		0.7	%
Insurance	11	1,309	1.4	%	25,691		2.2	%
Logistics	50	4,037	4.3	%	37,609		3.3	%
Manufacturing	53	16,956	17.9	%	111,238		9.7	%
Mining & Natural Resources	4	413	0.4	%	6,605		0.6	%
Other Services	16	475	0.5	%	2,113		0.2	%
Professional Services	55	3,476	3.7	%	45,750		4.0	%
Rental	11	714	0.8	%	6,885		0.6	%
Restaurants - Casual Dining	323	4,393	4.6	%	156,243		13.6	%
Restaurants - Quick Service	833	3,335	3.5	%	100,432		8.7	%
Retail - Apparel & Jewelry	13	1,313	1.4	%	14,678		1.3	%
Retail - Department Stores	13	965	1.0	%	8,010		0.7	%
Retail - Discount	605	10,672	11.3	%	98,499		8.6	%
Retail - Electronics & Appliances	17	1,541	1.6	%	10,473		0.9	%
Retail - Gas & Convenience	125	554	0.6	%	28,409		2.4	%
Retail - Grocery & Supermarket	85	5,391	5.7	%	57,261		5.0	%
Retail - Hobby, Books & Music	16	1,901	2.0	%	11,497		1.0	%
Retail - Home & Garden	112	8,561	9.1	%	61,585		5.3	%
Retail - Home Furnishings	44	1,487	1.6	%	18,315		1.6	%
Retail - Internet	3	3,048	3.2	%	14,159		1.2	%
Retail - Medical Services	63	529	0.6	%	11,910		1.0	%
Retail - Motor Vehicle	181	5,992	6.3	%	41,360		3.6	%
Retail - Office Supply	4	58	0.1	%	793		0.1	%
Retail - Pet Supply	19	964	1.0	%	19,596		1.7	%
Retail - Pharmacy	238	3,553	3.8	%	81,947		7.1	%
Retail - Specialty (Other)	21	533	0.6	%	5,702		0.5	%
Retail - Sporting Goods	20	1,711	1.8	%	22,630		2.0	%
Retail - Warehouse Clubs	7	2,631	2.8	%	23,035		2.0	%
Other	21	283	0.2	%	6,262		0.5	%
Total	3,280	93,435	98.8	%	$	1,151,644	100.0	%



Location	Number of Properties	Rentable Square Feet	Square Feet as a % of Total Portfolio		Annualized Rental Income		Annualized Rental Income as a % of Total Portfolio
United States
Alabama	150	1,726	1.8	%	$	26,046	2.3	%
Alaska	3	25	—	%	777		0.1	%
Arizona	75	1,944	2.1	%	33,413		2.9	%
Arkansas	93	1,071	1.1	%	13,469		1.2	%
California	70	4,494	4.8	%	53,600		4.7	%
Colorado	47	1,776	1.9	%	25,772		2.2	%
Connecticut	17	86	0.1	%	2,381		0.2	%
Delaware	11	97	0.1	%	2,043		0.2	%
Florida	255	4,597	4.9	%	63,215		5.5	%
Georgia	184	3,782	4.0	%	42,585		3.7	%
Idaho	16	130	0.2	%	3,254		0.3	%
Illinois	160	4,571	4.8	%	63,675		5.5	%
Indiana	135	4,101	4.3	%	38,426		3.3	%
Iowa	49	908	1.0	%	10,547		0.9	%
Kansas	41	2,134	2.3	%	10,138		0.9	%
Kentucky	83	2,241	2.4	%	24,452		2.1	%
Louisiana	93	1,611	1.7	%	21,407		1.8	%
Maine	26	703	0.7	%	8,631		0.7	%
Maryland	28	610	0.6	%	14,567		1.3	%
Massachusetts	36	2,568	2.7	%	30,016		2.6	%
Michigan	180	2,175	2.3	%	38,655		3.4	%
Minnesota	53	842	0.9	%	10,382		0.9	%
Mississippi	75	1,951	2.1	%	15,520		1.3	%
Missouri	156	1,733	1.8	%	23,080		2.0	%
Montana	9	115	0.1	%	1,962		0.2	%
Nebraska	19	321	0.3	%	5,399		0.5	%
Nevada	28	717	0.8	%	8,491		0.7	%
New Hampshire	19	253	0.3	%	4,442		0.4	%
New Jersey	31	1,614	1.7	%	34,684		3.0	%
New Mexico	47	924	1.0	%	12,655		1.1	%
New York	77	1,522	1.6	%	27,642		2.4	%
North Carolina	157	3,317	3.5	%	36,996		3.2	%
North Dakota	13	215	0.2	%	4,670		0.4	%
Ohio	294	8,462	8.9	%	67,746		5.9	%
Oklahoma	76	2,002	2.1	%	24,712		2.1	%
Oregon	13	88	0.1	%	2,254		0.2	%
Pennsylvania	147	5,606	5.9	%	54,884		4.8	%
Rhode Island	13	171	0.2	%	3,226		0.3	%
South Carolina	114	3,314	3.5	%	27,699		2.4	%
South Dakota	12	180	0.2	%	2,169		0.2	%
Tennessee	108	3,574	3.8	%	30,409		2.6	%
Texas	546	10,720	11.3	%	145,831		12.7	%
Utah	11	515	0.5	%	5,735		0.5	%
Vermont	7	23	—	%	292		—	%
Virginia	100	2,771	2.9	%	34,102		3.0	%
Washington	25	710	0.8	%	12,502		1.1	%
West Virginia	39	256	0.3	%	6,073		0.5	%



Year of Expiration	Number of Leases Expiring	Leased Square Feet	Leased Square Feet as a % of Total Portfolio		Annualized Rental Income Expiring		Annualized Rental Income Expiring as a % of Total Portfolio
2018	69	784	0.8	%	$	12,595	1.1	%
2019	167	2,745	2.9	%	44,324		3.8	%
2020	212	3,517	3.7	%	39,744		3.5	%
2021	192	10,502	11.1	%	83,653		7.3	%
2022	261	9,244	9.8	%	78,821		6.8	%
2023	294	6,396	6.8	%	80,645		7.0	%
2024	180	9,110	9.6	%	106,540		9.3	%
2025	268	4,255	4.5	%	60,477		5.3	%
2026	220	8,655	9.2	%	80,810		7.0	%
2027	359	7,621	8.1	%	103,410		9.0	%
Thereafter	1,058	30,606	32.3	%	460,625		39.9	%
Total	3,280	93,435	98.8	%	$	1,151,644	100.0	%