UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 2)

(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     | 
|- | ---------------------------------------------------------------------------------------- | 
|  |                                                                                          | 
|  | For the fiscal year ended December 31, 2012                                              | 
|  | OR                                                                                       | 
|  |                                                                                          | 
| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | 
|  |                                                                                          | 
|  | For the transition period from _________ to __________                                   | 



Commission file number: 001-35263



AMERICAN
REALTY CAPITAL PROPERTIES, INC.

(Exact name of registrant as specified in
its charter)



|Maryland                                                       |  | 45-2482685                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|405 Park Ave., 15th Floor, New York, NY                        |  | 10022                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



|(212) 415-6500                                      
|----------------------------------------------------
|(Registrant’s telephone number, including area code)



|Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
|---------------------------------------------------------------------------------------



|Title of each class:                    |  | Name of each exchange on which registered:
|--------------------------------------- |  | ------------------------------------------
|Common Stock, $0.01 par value per share |  | NASDAQ Global Select Market               



Securities registered pursuant to Section
12(g) of the Securities Exchange Act of 1934:

None



Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. YesSNo£



Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934. Yes ̈Nox



Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. YesxNo ̈



Indicate by check mark whether
the registrant submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). YesxNo ̈



Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.£



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large
accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.



|Large accelerated filerx |                                               | Accelerated filer ̈        
|------------------------ | --------------------------------------------- | --------------------------
|Non-accelerated filer ̈   | (Do not check if a smaller reporting company) | Smaller reporting company ̈



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈Nox



The aggregate market value of the registrant's
common stock held by non-affiliates of the registrant as of June 30, 2012 was $88.2
million.



The number of outstanding shares of the
registrant’s common stock on September 30, 2013 was 185,448,022
shares.











|                 | Page                                      
|---------------- | ------------------------------------------
|                 |                                           
|EXPLANATORY NOTE | 3                                         
|PART IV          |                                           
|Item 15.         | Exhibits and Financial Statement Schedules
|Signatures       | 7                                         



2







EXPLANATORY NOTE



This
Amendment No. 2 on Form 10-K/A (this “Amendment No. 2”) amends our Annual Report on Form 10-K for the fiscal year
ended December 31, 2012, that was filed with the U.S. Securities and Exchange Commission (“SEC”) on February 28,
2013 (the “Original Filing”) and Amendment No. 1 to our Annual Report on a Form 10-K/A, that was filed with the
SEC on October 7, 2013 (“Amendment No. 1”). We are filing this Amendment No. 2 to include certain information
required by Regulation S-X that was not included in the Original Filing and to update Item 15 of the Original Filing accordingly.



Except as
set forth in Part IV below and in any exhibits attached hereto, no other changes are made to the Original Filing and
Amendment No. 1. The Original Filing continues to speak as of the date of the Original Filing. Unless expressly stated, this
Amendment No. 2 does not reflect events occurring after the filing date of the Original Filing, nor does it modify or update
in any way the disclosures contained in the Original Filing.



3







PART IV



Item 15. Exhibits
and Financial Statement Schedules.





| | (a) | Financial Statement Schedules
| | --- | -----------------------------



See the Index to Consolidated Financial
Statements at page F-1 of the Original Filing.



The following financial statement schedule
is included herein at page F-31 of the Original Filing:



Schedule III -- Real Estate and Accumulated
Depreciation





The following financial
statements are being presented pursuant to section 2340 of the Securities and Exchange Commission — Division of Corporation
Finance’s Financial Reporting Manual because RBS Citizens, N.A. is a significant lessee of American Realty Capital Properties,
Inc. as of December 31, 2012. The following financial statements are unaudited and the information contained therein is derived
entirely from information that is publicly available at www.fdic.gov/bank/statistical/.



RBS CITIZENS, N.A.

CONSOLIDATED BALANCE SHEETS



|                                                      |  | June 30,    |             |   | December 31, |  
|----------------------------------------------------- |  | ----------- | ----------- | - | ------------ | -
|(In thousands)                                        |  | 2013        |             |   | 2012         |  
|                                                      |  | (Unaudited) |             |   | (Unaudited)  |  
|Assets                                                |  |             |             |   |              |  
|Cash and due from depository institutions             |  | $           | 7,959,863   |   |              | $
|US Government securities                              |  |             | 9,179,694   |   |              |  
|Securities issued by state & political subdivisions   |  |             | -           |   |              |  
|Other investment securities                           |  |             | 954,731     |   |              |  
|Federal funds sold & reverse repurchase agreements    |  |             | -           |   |              |  
|Trading account assets                                |  |             | 610,993     |   |              |  
|Loans and leases                                      |  |             | 71,727,591  |   |              |  
|Less: Allowances for loan loss                        |  |             | (1,006,256  | ) |              |  
|Goodwill                                              |  |             | 9,344,053   |   |              |  
|Other Intangibles                                     |  |             | 181,869     |   |              |  
|Bank premises and fixed assets                        |  |             | 528,489     |   |              |  
|Other real estate owned                               |  |             | 59,074      |   |              |  
|All other assets                                      |  |             | 3,488,419   |   |              |  
|Total Assets                                          |  |             | 103,028,520 |   |              |  
|Liabilities and equity capital                        |  |             |             |   |              |  
|Liabilities                                           |  |             |             |   |              |  
|Deposits                                              |  |             | 76,635,624  |   |              |  
|Federal funds purchased & repurchase agreement        |  |             | 4,497,135   |   |              |  
|Trading liabilities                                   |  |             | 535,787     |   |              |  
|Other borrowed funds                                  |  |             | 246,356     |   |              |  
|Subordinated debt                                     |  |             | 260,000     |   |              |  
|All other liabilites                                  |  |             | 2,063,705   |   |              |  
|Total Liabilities                                     |  |             | 84,238,607  |   |              |  
|Stockholders equity                                   |  |             |             |   |              |  
|Perpetual preferred stock                             |  |             | 75          |   |              |  
|Common stock                                          |  |             | 1           |   |              |  
|Surplus                                               |  |             | 16,360,719  |   |              |  
|Undivided profits                                     |  |             | 2,429,118   |   |              |  
|Noncontrolling interests in consolidated subsidiaries |  |             | -           |   |              |  
|Total Equity capital                                  |  |             | 18,789,913  |   |              |  
|Total liabilities and equity capital                  |  | $           | 103,028,520 |   |              | $



4







RBS CITIZENS, N.A.

CONSOLIDATED INCOME STATEMENTS

(In thousands)



|                                                                               |  | Six Months     |            |   |                         |  
|------------------------------------------------------------------------------ |  | -------------- | ---------- | - | ----------------------- | -
|                                                                               |  | Ended June 30, |            |   | Year Ended December 31, |  
|                                                                               |  | 2013           |            |   | 2012                    |  
|                                                                               |  | (Unaudited)    |            |   | (Unaudited)             |  
|Interest Income                                                                |  |                |            |   |                         |  
|Domestic office loans                                                          |  | $              | 1,244,335  |   |                         | $
|Foreign office loans                                                           |  |                | -          |   |                         |  
|Lease financing receivables                                                    |  |                | 53,461     |   |                         |  
|Balances due from depository institutions                                      |  |                | 5,596      |   |                         |  
|Securities                                                                     |  |                | 126,561    |   |                         |  
|Trading accounts                                                               |  |                | -          |   |                         |  
|Federal funds sold                                                             |  |                | 4,156      |   |                         |  
|Other interest income                                                          |  |                | 15,697     |   |                         |  
|Total Interest Income                                                          |  |                | 1,449,806  |   |                         |  
|Interest Expense                                                               |  |                |            |   |                         |  
|Domestic office deposits                                                       |  |                | (84,483    | ) |                         |  
|Foreign office deposits                                                        |  |                | (856       | ) |                         |  
|Federal funds purchased                                                        |  |                | (110,900   | ) |                         |  
|Trading liabilities and other borrowed money                                   |  |                | (3,033     | ) |                         |  
|Subordinated notes and debentures                                              |  |                | (4,045     | ) |                         |  
|Total interest expense                                                         |  |                | (203,317   | ) |                         |  
|Net interest income                                                            |  |                | 1,246,489  |   |                         |  
|Provision for loan and lease losses                                            |  |                | (190,733   | ) |                         |  
|Net Interest Income after provisions for losses                                |  |                | 1,055,756  |   |                         |  
|Noninterest Income                                                             |  |                |            |   |                         |  
|Fiduciary activities                                                           |  |                | 11,410     |   |                         |  
|Service charges on deposit accounts                                            |  |                | 188,746    |   |                         |  
|Trading account gains and fees                                                 |  |                | 29,255     |   |                         |  
|Investment banking, advisory, brokerage, and underwriting fees and commissions |  |                | 57,388     |   |                         |  
|Venture capital revenue                                                        |  |                | -          |   |                         |  
|Net servicing fees                                                             |  |                | 58,833     |   |                         |  
|Net securitization income                                                      |  |                | -          |   |                         |  
|Insurance commission fees and income                                           |  |                | 1,891      |   |                         |  
|Net gains (losses) on sales of loans                                           |  |                | 64,970     |   |                         |  
|Net gains (losses) on sales of other real estate owned                         |  |                | 1,721      |   |                         |  
|Net gains (losses) on sales of other assets (excluding securities)             |  |                | 187        |   |                         |  
|Other non-interest income                                                      |  |                | 231,631    |   |                         |  
|Total Non-interest income                                                      |  |                | 646,032    |   |                         |  
|Noninterest Expense                                                            |  |                |            |   |                         |  
|Salaries and employee benefits                                                 |  |                | (717,787   | ) |                         |  
|Premises and equipment expense                                                 |  |                | (246,023   | ) |                         |  
|Amortization and goodwill impairment losses                                    |  |                | (68        | ) |                         |  
|Other noninterest expense                                                      |  |                | (317,728   | ) |                         |  
|Total Noninterest Expense                                                      |  |                | (1,281,606 | ) |                         |  
|Pre-tax net operating Income                                                   |  |                | 420,182    |   |                         |  
|Securities gains (losses)                                                      |  |                | 41,952     |   |                         |  
|Applicable income tax                                                          |  |                | (159,075   | ) |                         |  
|Income before extraordinary items                                              |  |                | 303,059    |   |                         |  
|Extraordinary gains - net                                                      |  |                | -          |   |                         |  
|Net income attributable to banks                                               |  |                | 303,059    |   |                         |  
|Net Income attributable to non-controlling interest                            |  |                | -          |   |                         |  
|Net Income attributable to bank and non-controlling interest                   |  | $              | 303,059    |   |                         | $



5







RBS CITIZENS, N.A.

CONSOLIDATED CHANGES IN BANK EQUITY CAPITAL

(In thousands)



|                                                    |  | As of June 30, |            |   | As of December 31, |  
|--------------------------------------------------- |  | -------------- | ---------- | - | ------------------ | -
|                                                    |  | 2013           |            |   | 2012               |  
|                                                    |  | (Unaudited)    |            |   | (Unaudited)        |  
|Bank equity capital, balance at beginning of period |  | $              | 18,774,758 |   |                    | $
|Net income (loss)                                   |  |                | 303,059    |   |                    |  
|Sale, conversion, retirement of capital stock, net  |  |                | -          |   |                    |  
|Cash dividends declared on common stock             |  |                | (75,000    | ) |                    |  
|Other comprehensive income (loss)                   |  |                | (212,904   | ) |                    |  
|Other transactions with parent holding company      |  |                | -          |   |                    |  
|Total bank equity capital, balance at end of period |  | $              | 18,789,913 |   |                    | $





6











(b) Exhibits



EXHIBIT INDEX



The following documents are filed as part
of this Amendment No. 2 to our Annual Report on Form 10-K/A:

|                   
|-------------------
|                   
|Exhibit
        No.
|1.1 (1)            
|1.2 (1)            
|1.3 (1)            
|1.4 (1)            
|1.5 (1)            
|2.1 (2)            
|3.1 (3)            
|3.2 (4)            
|3.3 (5)            
|3.4 (6)            
|4.1 (3)            
|4.2 (7)            
|4.3 (7)            
|4.4 (7)            
|4.5(15)            
|10.1 (4)           
|10.2 (4)           
|10.3 (4)           
|10.4 (4)           
|10.5 (4)           
|10.6 (4)           
|10.7 (4)           
|10.8 (8)           





7









|                   
|-------------------
|                   
|Exhibit
        No.
|10.9 (9)           
|10.10 (4)          
|10.11 (4)          
|10.12 (4)          
|10.13 (10)         
|10.14 (10)         
|10.15 (10)         
|10.16 (10)         
|10.17 (10)         
|10.18 (10)         
|10.19 (10)         
|10.20 (10)         
|10.21 (11)         
|10.22 (3)          
|10.23 (11)         
|10.24 (11)         
|10.25 (11)         
|10.26 (11)         
|10.27 (5)          
|10.28 (12)         
|10.29 (12)         
|10.30 (12)         
|10.31 (12)         
|10.32 (12)         
|10.33 (12)         
|10.34(6)           
|10.35(13)          
|10.36(13)          





8









|                   
|-------------------
|                   
|Exhibit
        No.
|10.37(13)          
|10.38(2)           
|10.39(2)           
|10.40(2)           
|10.41(15)          
|10.42(15)          
|10.43(15)          
|12.1(15)           
|14(14)             
|21(15)             
|23.1(15)           
|31.1*              
|31.2*              
|32*                
|101(15)            

_______________________________________________

* Filed herewith





9







|     |                                                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)  | Previously filed with Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2013.                                                                            
|     |                                                                                                                                                                                                                 
|(2)  | Previously filed with Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2012.                                                                           
|     |                                                                                                                                                                                                                 
|(3)  | Previously filed with the Pre-Effective Amendment No. 5 to Form S-11 Registration Statement (Registration No. 333-172205) filed by the Registrant with the Securities and Exchange Commission on July 5, 2011.  
|     |                                                                                                                                                                                                                 
|(4)  | Previously filed with the Pre-Effective Amendment No. 4 to Form S-11 Registration Statement (Registration No. 333-172205) filed by the Registrant with the Securities and Exchange Commission on June 13, 2011. 
|     |                                                                                                                                                                                                                 
|(5)  | Previously filed with the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2012.                                                                            
|     |                                                                                                                                                                                                                 
|(6)  | Previously filed with the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2012.                                                                           
|     |                                                                                                                                                                                                                 
|(7)  | Previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed with the Securities and Exchange Commission on July 31, 2012.                                    
|     |                                                                                                                                                                                                                 
|(8)  | Previously filed with Form S-11 Registration Statement (Registration No. 333-172205) filed by the Registrant with the Securities and Exchange Commission on February 11, 2011.                                  
|     |                                                                                                                                                                                                                 
|(9)  | Previously filed with the Pre-Effective Amendment No. 3 to Form S-11 Registration Statement (Registration No. 333-172205) filed by the Registrant with the Securities and Exchange Commission on May 27, 2011.  
|     |                                                                                                                                                                                                                 
|(10) | Previously filed with the Pre-Effective Amendment No. 1 to Form S-11 Registration Statement (Registration No. 333-172205) filed by the Registrant with the Securities and Exchange Commission on March 25, 2011.
|     |                                                                                                                                                                                                                 
|(11) | Previously filed with Form S-11 Registration Statement (Registration No. 333-176952) filed by the Registrant with the Securities and Exchange Commission on September 22, 2011.                                 
|     |                                                                                                                                                                                                                 
|(12) | Previously filed with the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2012.                                                                            
|     |                                                                                                                                                                                                                 
|(13) | Previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Securities and Exchange Commission on October 29, 2012.                            
|     |                                                                                                                                                                                                                 
|(14) | Previously filed with the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2012.                                                                          
|     |                                                                                                                                                                                                                 
|(15) | Previously filed with the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2013.                                                                       



10







SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Amendment No. 2 to its
Annual Report on Form 10-K/A to be signed on its behalf by the undersigned thereunto duly authorized on this 1st
day of November, 2013.



| |                                                                                    | AMERICAN REALTY CAPITAL PROPERTIES, INC.
| | ---------------------------------------------------------------------------------- | ----------------------------------------
| |                                                                                    |                                         
| | By:                                                                                | /s/ NICHOLAS S. SCHORSCH                
| |                                                                                    |                                         
| | NICHOLAS S. SCHORSCH                                                              
| | CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE
                    BOARD OF DIRECTORS



Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, this Amendment No. 2 to its Annual Report on Form 10-K/A has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Name                     |  | Capacity                                                         |  | Date            
|------------------------ |  | ---------------------------------------------------------------- |  | ----------------
|                         |  |                                                                  |  |                 
|/s/ Nicholas S. Schorsch |  | Chief Executive Officer and                                      |  | November 1, 2013
|Nicholas S. Schorsch     |  | Chairman of the Board of Directors (Principal Executive Officer) |  |                 
|                         |  |                                                                  |  |                 
|/s/ Edward M. Weil, Jr.  |  | President, Secretary, Treasurer and                              |  | November 1, 2013
|Edward M. Weil, Jr.      |  | Director                                                         |  |                 
|                         |  |                                                                  |  |                 
|/s/ Brian S. Block       |  | Chief Financial Officer and Executive Vice President             |  | November 1, 2013
|Brian S. Block           |  | (Principal Financial Officer and Principal Accounting Officer)   |  |                 
|                         |  |                                                                  |  |                 
|/s/ Leslie D. Michelson  |  | Lead Independent Director                                        |  | November 1, 2013
|Leslie D. Michelson      |  |                                                                  |  |                 
|                         |  |                                                                  |  |                 
|/s/ Edward G. Rendell    |  | Independent Director                                             |  | November 1, 2013
|Edward G. Rendell        |  |                                                                  |  |                 
|                         |  |                                                                  |  |                 
|/s/ Scott J. Bowman      |  | Independent Director                                             |  | November 1, 2013
|Scott J. Bowman          |  |                                                                  |  |                 



11