##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-51962
 COLE CREDIT PROPERTY TRUST, INC.
 (Exact name of registrant as specified in its charter)
 Maryland
    
    20-0939158(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)2555 East Camelback Road, Suite 400Phoenix, Arizona, 85016
    
    (602) 778-8700(Address of principal executive offices; zip code)
    
    (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Exchange on Which RegisteredNone
    
    None
 Securities registered pursuant to Section 12(g) of the Act:
 Title of Each Class  Common Stock, par value $0.01 per share
 Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o No o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if smaller reporting company)
 Yes o No þ
   Documents Incorporated by Reference:




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TABLE OF CONTENTS
 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
    
    
    2PART IITEM 1. BUSINESS
    
    
    3ITEM 1A. RISK FACTORS
    
    
    11ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    11ITEM 2. PROPERTIES
    
    
    11ITEM 3. LEGAL PROCEEDINGS
    
    
    14ITEM 4. REMOVED AND RESERVED
    
    
    14PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
    
    
    15ITEM 6. SELECTED FINANCIAL DATA
    
    
    17ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    
    
    18ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    26ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    26ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    26ITEM 9A(T). CONTROLS AND PROCEDURES
    
    
    26ITEM 9B. OTHER INFORMATION
    
    
    27PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    28ITEM 11. EXECUTIVE COMPENSATION
    
    
    28ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    28ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE
    
    
    28ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    28PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    29REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    F-2CONSOLIDATED BALANCE SHEETS
    
    
    F-3CONSOLIDATED STATEMENTS OF OPERATIONS
    
    
    F-4CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
    
    
    F-5CONSOLIDATED STATEMENTS OF CASH FLOWS
    
    
    F-6NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    
    
    F-7SIGNATURESEXHIBIT INDEXExhibit 21.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
   1




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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
    2




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PART I
 
 ITEM 1. BUSINESS
 Formation
       
    
    seek stockholder approval of an extension or amendment to this listing deadline; or
    
    seek stockholder approval to adopt a plan of liquidation of the Company
    3




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Investment Objectives and Policies
 General
  
    
    to provide current income for our stockholders through the payment of cash distributions;
    
    to preserve and return our stockholders capital contributions; and
    
    to realize growth in the value of our properties upon the ultimate sale of such properties.
  Primary Investment Focus
 ,
     4




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Other Possible Investments
   Investment Decisions
   
    
    unit level store performance;
    
    property location, visibility and access;
    
    age of the property, physical condition and curb appeal;
    
    the prospects for long-range appreciation and liquidity;
    
    suitability of the property for any development contemplated or in progress;
    
    the propertys income producing capacity;
    
    tax considerations;
    
    neighboring property uses;
    
    local market conditions including vacancy rates;
    
    area demographics, including trade area population and average household income;
    
    neighborhood growth patterns and economic conditions;
    
    presence of nearby properties that may positively impact store sales at the subject property; and
    
    lease terms including length of lease term, scope of landlord responsibilities, presence and
frequency of contractual rental increases, renewal option provisions, exclusive and permitted
use provisions, co-tenancy requirements and termination options.
   5




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Conditions to Closing Our Acquisitions
  
    
    plans and specifications;
    
    surveys;
    
    evidence of marketable title, subject to such liens and encumbrances as are acceptable to Cole Advisors;
    
    financial statements covering recent operations of properties having operating histories;
    
    title and liability insurance policies; and
    
    tenant estoppel certificates.
  Ownership Structure
  Borrowing Policies
  Disposition Policies
   6




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Conflicts of Interest
    Interests in Other Real Estate Programs
   Other Activities of Cole Advisors and its Affiliates
   7




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Competition in Acquiring, Leasing and Operating of Properties
  Affiliated Dealer Manager
  Affiliated Property Manager
  Lack of Separate Representation
  Receipt of Fees and Other Compensation by Cole Advisors and Its Affiliates
   8




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Policies With Respect to Conflicts of Interest
  Transactions with Affiliates
 Conflict Resolution Procedures with Respect to Acquisition of Properties
 Employees
    Insurance
    Competition
   9




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Concentration of Credit Risk
   Litigation
  Environmental Matters
  Available Information
  Requirements for Qualification as a REIT
    10




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ITEM 1A. RISK FACTORS
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
 Overview
   Property Statistics
  2009 Annualized
    
    
    Percentage of TotalTotal Number of
    
    
    Leased Square
    
    
    Gross Base Rent
    
    
    2009 AnnualizedTenant
    
    Leases
    
    
    Feet
    
    
    (in thousands)
    
    
    Gross Base RentRite Aid  drugstore
    
    
    11
    
    
    
    136,366
    
    
    $
    3,281
    
    
    
    21
    %CarMax  auto dealership
    
    
    1
    
    
    
    55,466
    
    
    
    1,692
    
    
    
    11
    %Lowes  home improvement
    
    
    2
    
    
    
    256,902
    
    
    
    1,617
    
    
    
    10
    %Walgreens  drugstore
    
    
    6
    
    
    
    81,575
    
    
    
    1,402
    
    
    
    9
    %Vanguard  car rental
    
    
    1
    
    
    
    23,360
    
    
    
    1,178
    
    
    
    7
    %Gander Mountain  sporting goods
    
    
    1
    
    
    
    88,492
    
    
    
    1,148
    
    
    
    7
    %Wawa  convenience store
    
    
    3
    
    
    
    15,896
    
    
    
    1,122
    
    
    
    7
    %CVS  drugstore
    
    
    4
    
    
    
    45,968
    
    
    
    1,087
    
    
    
    7
    %Conns  electronics
    
    
    3
    
    
    
    75,150
    
    
    
    954
    
    
    
    6
    %Tractor Supply  specialty retailer
    
    
    4
    
    
    
    90,762
    
    
    
    837
    
    
    
    5
    %CineMagic  theater
    
    
    1
    
    
    
    45,455
    
    
    
    642
    
    
    
    4
    %Apria  healthcare
    
    
    1
    
    
    
    82,750
    
    
    
    548
    
    
    
    3
    %Best Buy  electronics
    
    
    1
    
    
    
    20,000
    
    
    
    298
    
    
    
    2
    %Sherwin Williams  specialty retailer
    
    
    3
    
    
    
    16,410
    
    
    
    219
    
    
    
    1
    %42
    
    
    
    1,034,552
    
    
    $
    16,025
    
    
    
    100
    %
  11




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##### Table of Contents



2009 Annualized
    
    
    Percentage of TotalTotal Number of
    
    
    Leased Square
    
    
    Gross Base Rent
    
    
    2009 AnnualizedIndustry
    
    Leases
    
    
    Feet
    
    
    (in thousands)
    
    
    Gross Base RentDrugstore
    
    
    21
    
    
    
    263,909
    
    
    $
    5,770
    
    
    
    36
    %Auto sales
    
    
    1
    
    
    
    55,466
    
    
    
    1,692
    
    
    
    11
    %Home improvement
    
    
    2
    
    
    
    256,902
    
    
    
    1,617
    
    
    
    10
    %Electronics
    
    
    4
    
    
    
    95,150
    
    
    
    1,252
    
    
    
    8
    %Car rental
    
    
    1
    
    
    
    23,360
    
    
    
    1,178
    
    
    
    7
    %Sporting goods
    
    
    1
    
    
    
    88,492
    
    
    
    1,148
    
    
    
    7
    %Convenience store
    
    
    3
    
    
    
    15,896
    
    
    
    1,122
    
    
    
    7
    %Specialty retail
    
    
    7
    
    
    
    107,172
    
    
    
    1,056
    
    
    
    7
    %Theatre
    
    
    1
    
    
    
    45,455
    
    
    
    642
    
    
    
    4
    %Healthcare
    
    
    1
    
    
    
    82,750
    
    
    
    548
    
    
    
    3
    %42
    
    
    
    1,034,552
    
    
    $
    16,025
    
    
    
    100
    %
  2009 Annualized
    
    
    Percentage of TotalTotal Number of
    
    
    Leased Square
    
    
    Gross Base Rent
    
    
    2009 AnnualizedLocation
    
    Properties
    
    
    Feet
    
    
    (in thousands)
    
    
    Gross Base RentTexas
    
    
    8
    
    
    
    331,995
    
    
    $
    3,760
    
    
    
    24
    %Kansas
    
    
    5
    
    
    
    121,917
    
    
    
    2,774
    
    
    
    17
    %Georgia
    
    
    1
    
    
    
    23,360
    
    
    
    1,178
    
    
    
    7
    %Ohio
    
    
    6
    
    
    
    61,911
    
    
    
    1,038
    
    
    
    7
    %South Carolina
    
    
    2
    
    
    
    27,637
    
    
    
    755
    
    
    
    5
    %Arkansas
    
    
    1
    
    
    
    126,405
    
    
    
    755
    
    
    
    5
    %Pennsylvania
    
    
    2
    
    
    
    16,055
    
    
    
    677
    
    
    
    4
    %Minnesota
    
    
    1
    
    
    
    45,455
    
    
    
    643
    
    
    
    4
    %Indiana
    
    
    2
    
    
    
    87,760
    
    
    
    634
    
    
    
    4
    %Tennessee
    
    
    2
    
    
    
    22,264
    
    
    
    604
    
    
    
    4
    %Maine
    
    
    2
    
    
    
    24,280
    
    
    
    559
    
    
    
    4
    %Virginia
    
    
    2
    
    
    
    36,483
    
    
    
    552
    
    
    
    3
    %Delaware
    
    
    1
    
    
    
    5,599
    
    
    
    399
    
    
    
    2
    %Kentucky
    
    
    2
    
    
    
    43,365
    
    
    
    376
    
    
    
    2
    %New Jersey
    
    
    1
    
    
    
    5,603
    
    
    
    361
    
    
    
    2
    %Mississippi
    
    
    1
    
    
    
    20,000
    
    
    
    298
    
    
    
    2
    %Missouri
    
    
    1
    
    
    
    10,908
    
    
    
    283
    
    
    
    2
    %Illinois
    
    
    1
    
    
    
    13,500
    
    
    
    193
    
    
    
    1
    %North Carolina
    
    
    1
    
    
    
    10,055
    
    
    
    186
    
    
    
    1
    %42
    
    
    
    1,034,552
    
    
    $
    16,025
    
    
    
    100
    %
 Leases
   12




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2009 Annualized
    
    
    Percentage of TotalTotal Number of
    
    
    Leased Square
    
    
    Gross Base Rent
    
    
    2009 AnnualizedYear of Lease Expiration
    
    Leases
    
    
    Feet Expiring
    
    
    (in thousands)
    
    
    Gross Base Rent2010 - 2012
    
    
    0
    
    
    
    
    
    
    $
    
    
    
    
    0
    %2013
    
    
    1
    
    
    
    12,885
    
    
    
    218
    
    
    
    1
    %2014
    
    
    6
    
    
    
    177,656
    
    
    
    1,436
    
    
    
    9
    %2015
    
    
    3
    
    
    
    218,257
    
    
    
    1,496
    
    
    
    9
    %2016
    
    
    1
    
    
    
    20,000
    
    
    
    298
    
    
    
    2
    %2017
    
    
    2
    
    
    
    49,920
    
    
    
    747
    
    
    
    5
    %2018
    
    
    3
    
    
    
    35,460
    
    
    
    738
    
    
    
    5
    %2019
    
    
    6
    
    
    
    180,630
    
    
    
    2,351
    
    
    
    15
    %Thereafter
    
    
    20
    
    
    
    339,744
    
    
    
    8,741
    
    
    
    54
    %42
    
    
    
    1,034,552
    
    
    $
    16,025
    
    
    
    100
    %
 Mortgage Information
      13




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ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. REMOVED AND RESERVED
  14




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Market Information
    
    
    seek stockholder approval of an extension or amendment to this listing deadline; or
    
    seek stockholder approval to adopt a plan of liquidation of the corporation.
   
    
    the estimated value per share would actually be realized by our
stockholders upon liquidation, because these estimates do not
necessarily indicate the price at which properties can be sold;
    
    our stockholders would be able to realize estimated net asset values
if they were to attempt to sell their shares, because no public market
for our shares exists or is likely to develop; or
    
    that the value, or method used to establish value, would comply with
ERISA or Internal Revenue Code requirements described above.
  15




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Share Redemption Program
         16




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Distributions
    Weighted AverageTotal
    
    
    Distributions paid
    
    
    
    
    
    
    
    
    CapitalYear
    
    Distributions Paid
    
    
    per Common Share
    
    
    Return of Capital
    
    
    Ordinary Income
    
    
    Gain Income2009
    
    $
    7,063,543
    
    
    $
    0.70
    
    
    $
    0.40
    
    
    $
    0.30
    
    
    $
    2008
    
    
    7,062,391
    
    
    
    0.70
    
    
    
    0.40
    
    
    
    0.30
    
    
    
    
 Securities Authorized for Issuance Under Equity Compensation Plans
  
 ITEM 6. SELECTED FINANCIAL DATA
   17




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
     Recent Market Conditions
   18




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Application of Critical Accounting Policies
  Investment in and Valuation of Real Estate and Related Assets
   Building
    
    40 yearsTenant improvements
    
    Lesser of useful life or lease termIntangible lease assets
    
    Lesser of useful life or lease term
     19




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Allocation of Purchase Price of Real Estate and Related Assets
     Revenue Recognition
  Income Taxes
   20




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Results of Operations
 Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008:
 Revenue
 General and Administrative Expenses 
 Property Operating Expenses 
 Property and Asset Management Expenses 
 Depreciation and Amortization Expenses 
 Interest and Other Income 
 Interest Expense 
 Portfolio Information
   2009 Annualized
    
    
    Percentage of TotalTotal Number of
    
    
    Leased Square
    
    
    Gross Base Rent
    
    
    2009 Annualized GrossTenant
    
    Properties
    
    
    Feet
    
    
    (in thousands)
    
    
    Base RentRite Aid  drugstore
    
    
    11
    
    
    
    136,366
    
    
    $
    3,281
    
    
    
    21
    %CarMax  auto dealership
    
    
    1
    
    
    
    55,466
    
    
    
    1,692
    
    
    
    11
    %Lowes  home improvement
    
    
    2
    
    
    
    256,902
    
    
    
    1,617
    
    
    
    10
    %Walgreens  drugstore
    
    
    6
    
    
    
    81,575
    
    
    
    1,402
    
    
    
    9
    %Vanguard  car rental
    
    
    1
    
    
    
    23,360
    
    
    
    1,178
    
    
    
    7
    %21
    
    
    
    553,669
    
    
    $
    9,170
    
    
    
    58
    %
  21




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2009 Annualized
    
    
    Percentage of TotalTotal Number of
    
    
    Leased Square
    
    
    Gross Base Rent
    
    
    2009 Annualized GrossIndustry
    
    Properties
    
    
    Feet
    
    
    (in thousands)
    
    
    Base RentDrugstore
    
    
    21
    
    
    
    263,909
    
    
    $
    5,770
    
    
    
    36
    %Auto sales
    
    
    1
    
    
    
    55,466
    
    
    
    1,692
    
    
    
    11
    %Home improvement
    
    
    2
    
    
    
    256,902
    
    
    
    1,617
    
    
    
    10
    %Electronics
    
    
    4
    
    
    
    95,150
    
    
    
    1,252
    
    
    
    8
    %Car rental
    
    
    1
    
    
    
    23,360
    
    
    
    1,178
    
    
    
    7
    %29
    
    
    
    694,787
    
    
    $
    11,509
    
    
    
    72
    %
  2009 Annualized
    
    
    Percentage of TotalTotal Number of
    
    
    Leased Square
    
    
    Gross Base Rent
    
    
    2009 Annualized GrossLocation
    
    Properties
    
    
    Feet
    
    
    (in thousands)
    
    
    Base RentTexas
    
    
    8
    
    
    
    331,995
    
    
    $
    3,760
    
    
    
    24
    %Kansas
    
    
    5
    
    
    
    121,917
    
    
    
    2,774
    
    
    
    17
    %Georgia
    
    
    1
    
    
    
    23,360
    
    
    
    1,178
    
    
    
    7
    %Ohio
    
    
    6
    
    
    
    61,911
    
    
    
    1,038
    
    
    
    7
    %South Carolina
    
    
    2
    
    
    
    27,637
    
    
    
    755
    
    
    
    5
    %22
    
    
    
    566,820
    
    
    $
    9,505
    
    
    
    60
    %
  Funds From Operations
    22




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Year Ended December 31,2009
    
    
    2008Net income
    
    $
    1,847
    
    
    $
    1,218Add:Depreciation of real estate assets
    
    
    3,685
    
    
    
    3,684Amortization of lease related costs
    
    
    1,802
    
    
    
    1,802Less:Gain on sale of easement
    
    
    (9
    )
    
    
    FFO
    
    $
    7,325
    
    
    $
    6,704
  
    
    In order to recognize revenues on a straight-line basis over the terms
of the respective leases, we recognized additional revenue by
straight-lining rental revenue of approximately $285,000 and $610,000
during the years ended December 31, 2009 and 2008, respectively.
    
    Amortization of deferred financing costs totaled approximately
$385,000 and $395,000 during the years ended December 31, 2009 and
2008, respectively.
 Liquidity and Capital Resources
 Short-term Liquidity and Capital Resources
  Long-term Liquidity and Capital Resources
    23




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Payments due by period (1)Less than 1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    More than 5 years
    
    
    TotalPrincipal payments  fixed rate debt
    
    $
    41,614
    
    
    $
    7,800
    
    
    $
    26,476
    
    
    $
    42,098
    
    
    $
    117,988Interest payments  fixed rate debt
    
    
    5,852
    
    
    
    12,987
    
    
    
    7,950
    
    
    
    10,371
    
    
    
    37,160Principal payments  line of credit
    
    
    
    
    
    
    750
    
    
    
    
    
    
    
    
    
    
    
    750Interest payments  line of credit (2)
    
    
    15
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    19Total
    
    $
    47,481
    
    
    $
    21,541
    
    
    $
    34,426
    
    
    $
    52,469
    
    
    $
    155,917
 (1)
    
    The table above does not include amounts due to our advisor or its
affiliates pursuant to our advisory agreement because such amounts are
not fixed and determinable.(2)
    
    Based on interest rate in effect as of December 31, 2009. Cash Flow Analysis
 Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008:
 Operating Activities.
 Investing Activities.
 Financing Activities.
  24




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Election as a REIT
  Inflation
  Commitments and Contingencies
  Related-Party Transactions and Agreements
  Subsequent Events
  
    
    update to the estimated value per share;
    
    update to the share redemption program; and
    
    declaration of daily distribution rate.
 New Accounting Pronouncements
  Off Balance Sheet Arrangements
   25




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##### Table of Contents



Conflicts of Interest
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.

    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A(T). CONTROLS AND PROCEDURES
    26




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##### Table of Contents



Managements Report on Internal Control over Financial Reporting
  Internal Control  Integrated Framework issued
   
 ITEM 9B. OTHER INFORMATION
   27




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
  
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
   28




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  1.
    
    The list of the financial statements contained herein is set forth on page F-1 hereof.2.
    
    Financial Statement Schedules  None
  3.
    
    The Exhibits filed in response to Item 601 of Regulation S-K are listed on the
Exhibit Index attached hereto.
    29




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##### Table of Contents



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Financial Statements
    
    PageReport of Independent Registered Public Accounting Firm on the Consolidated Financial Statements
    
    
    F-2Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    F-3Consolidated Statements of Operations for the Years Ended December 31, 2009 and 2008
    
    
    F-4Consolidated Statements of Stockholders Equity for the Years Ended December 31, 2009 and 2008
    
    
    F-5Consolidated Statements of Cash Flows for the Years Ended December 31, 2009 and 2008
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7
  F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
  F-2




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (Dollar amounts in thousands, except share and per share amounts)
 December 31,
    
    
    December 31,2009
    
    
    2008ASSETS:Investment in real estate assets:Land
    
    $
    55,317
    
    
    $
    55,321Buildings and improvements, less accumulated depreciation of $17,273 and $13,588, respectively
    
    
    106,278
    
    
    
    109,963Acquired intangible lease assets, less accumulated amortization of $9,170 and $7,246, respectively
    
    
    19,168
    
    
    
    21,092Total investment in real estate assets
    
    
    180,763
    
    
    
    186,376Cash and cash equivalents
    
    
    1,907
    
    
    
    923Rents and tenant receivables, less allowance for doubtful accounts of $167 and $167, respectively
    
    
    2,478
    
    
    
    2,084Prepaid expenses and other assets
    
    
    84
    
    
    
    104Deferred financing costs, less accumulated amortization of $1,518 and $1,415, respectively
    
    
    770
    
    
    
    1,155Total assets
    
    $
    186,002
    
    
    $
    190,642LIABILITIES AND STOCKHOLDERS EQUITY:Notes payable and line of credit
    
    $
    118,738
    
    
    $
    117,977Accounts payable and accrued expenses
    
    
    878
    
    
    
    757Due to affiliates
    
    
    41
    
    
    
    167Acquired below market lease intangibles, less accumulated amortization of $1,018 and $814,
respectively
    
    
    1,221
    
    
    
    1,425Distributions payable
    
    
    589
    
    
    
    589Deferred rent and other liabilities
    
    
    615
    
    
    
    590Total liabilities
    
    
    122,082
    
    
    
    121,505STOCKHOLDERS EQUITY:Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value; 90,000,000 shares authorized, 10,090,951 shares issued and
outstanding
    
    
    101
    
    
    
    101Capital in excess of par value
    
    
    90,424
    
    
    
    90,424Accumulated distributions in excess of earnings
    
    
    (26,605
    )
    
    
    (21,388
    )Total stockholders equity
    
    
    63,920
    
    
    
    69,137Total liabilities and stockholders equity
    
    $
    186,002
    
    
    $
    190,642
   F-3




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Dollar amounts in thousands, except share and per share amounts)
 Year Ended December 31,2009
    
    
    2008Revenues:Rental and other income
    
    $
    15,944
    
    
    $
    15,860Tenant reimbursement income
    
    
    383
    
    
    
    373Total revenue
    
    
    16,327
    
    
    
    16,233Expenses:General and administrative
    
    
    712
    
    
    
    635Property operating expenses
    
    
    512
    
    
    
    646Property and asset management expenses
    
    
    475
    
    
    
    966Depreciation
    
    
    3,685
    
    
    
    3,684Amortization
    
    
    1,802
    
    
    
    1,802Total operating expenses
    
    
    7,186
    
    
    
    7,733Real estate operating income
    
    
    9,141
    
    
    
    8,500Other income (expense):Interest and other income
    
    
    16
    
    
    
    25Interest expense
    
    
    (7,310
    )
    
    
    (7,307
    )Total other expense
    
    
    (7,294
    )
    
    
    (7,282
    )Net income
    
    $
    1,847
    
    
    $
    1,218Weighted average number of common shares
outstanding:Basic and diluted
    
    
    10,090,951
    
    
    
    10,090,951Net income per common share:Basic and diluted
    
    $
    0.18
    
    
    $
    0.12
   F-4




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
 
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY
 (Dollar amounts in thousands, except share and per share amounts)
 Common Stock
    
    
    
    
    
    
    AccumulatedNumber of
    
    
    
    
    
    
    Capital in Excess in
    
    
    Distributions in
    
    
    Total StockholdersShares
    
    
    Par Value
    
    
    Par Value
    
    
    Excess of Earnings
    
    
    EquityBalance, January 1, 2008
    
    
    10,090,951
    
    
    $
    101
    
    
    $
    90,424
    
    
    $
    (15,544
    )
    
    $
    74,981Distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,062
    )
    
    
    (7,062
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,218
    
    
    
    1,218Balance, December 31, 2008
    
    
    10,090,951
    
    
    $
    101
    
    
    $
    90,424
    
    
    $
    (21,388
    )
    
    $
    69,137Distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,064
    )
    
    
    (7,064
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,847
    
    
    
    1,847Balance, December 31, 2009
    
    
    10,090,951
    
    
    $
    101
    
    
    $
    90,424
    
    
    $
    (26,605
    )
    
    $
    63,920
   F-5




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Dollar amounts in thousands)
 Year Ended December 31,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    1,847
    
    
    $
    1,218Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation
    
    
    3,685
    
    
    
    3,684Amortization
    
    
    2,105
    
    
    
    2,115Gain on sale of assets
    
    
    (9
    )
    
    
    Changes in assets and liabilities:Rents and tenant receivables
    
    
    (394
    )
    
    
    (461
    )Prepaid expenses and other assets
    
    
    20
    
    
    
    (38
    )Accounts payable and accrued expenses
    
    
    132
    
    
    
    20Due to affiliates
    
    
    (126
    )
    
    
    167Deferred rent and other liabilities
    
    
    25
    
    
    
    460Net cash provided by operating activities
    
    
    7,285
    
    
    
    7,165Cash flows from investing activities:Investment in real estate and property improvements
    
    
    
    
    
    
    (45
    )Proceeds from sale of easement
    
    
    13
    
    
    
    Net cash provided by (used in) investing activities
    
    
    13
    
    
    
    (45
    )Cash flows from financing activities:Distributions to investors
    
    
    (7,064
    )
    
    
    (7,062
    )Proceeds from notes payable and line of credit
    
    
    1,450
    
    
    
    Repayment of notes payable and line of credit
    
    
    (700
    )
    
    
    Deferred financing costs paid
    
    
    
    
    
    
    (48
    )Net cash used in financing activities
    
    
    (6,314
    )
    
    
    (7,110
    )Net increase in cash and cash equivalents
    
    
    984
    
    
    
    10Cash and cash equivalents, beginning of year
    
    
    923
    
    
    
    913Cash and cash equivalents, end of year
    
    $
    1,907
    
    
    $
    923Supplemental Disclosures of Non-Cash Investing and Financing Activities:Dividends declared and unpaid
    
    $
    589
    
    
    $
    589Supplemental Cash Flow Disclosures:Interest paid
    
    $
    6,913
    
    
    $
    6,912
   F-6




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  ORGANIZATION AND BUSINESS
    NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Principles of Consolidation and Basis of Presentation
  Use of Estimates
  Redemptions of Common Stock
   F-7




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Investment in and Valuation of Real Estate and Related Assets
   Building
    
    40 yearsTenant improvements
    
    Lesser of useful life or lease termIntangible lease assets
    
    Lesser of useful life or lease term
    Allocation of Purchase Price of Real Estate and Related Assets
    F-8




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Cash and Cash Equivalents
  Rents and Tenant Receivables
  Other Assets
  Deferred Financing Costs
  Revenue Recognition
   F-9




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Income Taxes
  Concentration of Credit Risk
   Stockholders Equity
  Distinguishing Liabilities from Equity
 Earnings Per Share
  Reportable Segments
 Segment Reporting
 Interest
   F-10




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Distributions Payable and Distribution Policy
  New Accounting Pronouncements
 Business Combinations Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements  an Amendment of ARB Consolidation
 Subsequent Events Subsequent Events (Topic 855) Amendments to Certain Recognition
and Disclosure Requirements
 The FASB Accounting Standards Codification Accounting Standards
Codification
 Fair Value Measurements and Disclosures
 Fair Value Measurements and Disclosures (Topic
820) CompensationRetirement Benefits
  F-11




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 NOTE 3  FAIR VALUE MEASUREMENTS
 Fair Value Measurements and Disclosures
     Cash and cash equivalents, rents and tenant receivables, and accounts payable and accrued
expenses
 Mortgage notes payable and line of credit
  NOTE 4  ACQUIRED INTANGIBLE LEASE ASSETS
  December 31,2009
    
    
    2008Acquired in place leases, net of accumulated
amortization of $8,511 and $6,709 as of
December 31, 2009 and 2008, respectively (with a
weighted average life of 141 and 153 months,
respectively).
    
    $
    17,735
    
    
    $
    19,537Acquired above market leases, net of accumulated
amortization of $659 and $537 as of December 31,
2009 and 2008, respectively (with a weighted
average life of 145 and 157 months, respectively).
    
    
    1,433
    
    
    
    1,555$
    19,168
    
    
    $
    21,092
   F-12




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  AmountYear
    
    Leases In-Place
    
    
    Above Market Leases2010
    
    $
    1,802
    
    
    $
    1222011
    
    
    1,802
    
    
    
    1222012
    
    
    1,802
    
    
    
    1222013
    
    
    1,801
    
    
    
    1222014
    
    
    1,584
    
    
    
    122
 NOTE 5  MORTGAGE NOTES PAYABLE
     F-13




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  For the Year Ending December 31:
    
    Principal Repayments2010
    
    $
    41,6142011
    
    
    8,5502012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    68,574Total
    
    $
    118,738
  NOTE 6  ACQUIRED BELOW MARKET LEASE INTANGIBLES
  December 31,2009
    
    
    2008Acquired below-market leases, net of accumulated
amortization of $1,018 and $814 as of December 31,
2009 and 2008, respectively (with a weighted
average life of 82 and 94 months, respectively).
    
    $
    1,221
    
    
    $
    1,425
   Year
    
    Below Market Lease2010
    
    $
    2022011
    
    
    2002012
    
    
    2002013
    
    
    2002014
    
    
    134
 NOTE 7  COMMITMENTS AND CONTINGENCIES
 Litigation
  Environmental Matters
   F-14




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 NOTE 8  RELATED PARTY TRANSACTIONS AND ARRANGEMENTS
          F-15




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 NOTE 9  ECONOMIC DEPENDENCY
  NOTE 10  STOCKHOLDERS EQUITY
 Share Redemption Program
         F-16




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 NOTE 11  INCOME TAXES
  Character of Distributions:
    
    2009
    
    
    2008Dividend income
    
    
    43
    %
    
    
    42
    %Capital gain
    
    
    
    %
    
    
    
    %Return of capital
    
    
    57
    %
    
    
    58
    %100
    %
    
    
    100
    %
  NOTE 12  OPERATING LEASES
   Year Ending December 31:
    
    Amount2010
    
    $
    16,0252011
    
    
    16,0252012
    
    
    16,0252013
    
    
    16,0252014
    
    
    14,712Thereafter
    
    
    102,933Total
    
    $
    181,745
 NOTE 13  SUBSEQUENT EVENTS
 Estimated Value Per Share
   F-17




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##### Table of Contents



COLE CREDIT PROPERTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  
    
    the estimated value per share would actually be realized by the
Companys stockholders upon liquidation, because this estimate does
not necessarily indicate the price at which properties can be sold;
    
    the Companys stockholders would be able to realize estimated net
asset values if they were to attempt to sell their shares, because no
public market for the Companys shares exists or is likely to develop;
    
    this estimate of value reflects the price or prices at which the
Companys common stock would or could trade if it were listed on a
national stock exchange; or
    
    the annual statement of value, or method used to establish such value,
complies with any reporting and disclosure or annual valuation
requirements under ERISA or the Internal Revenue Code.
 Share Redemption Program
  Distribution
   F-18




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##### Table of Contents



SIGNATURES
  Cole Credit Property Trust, Inc.(Registrant)Date: March 29, 2010
    By:
    /s/ CHRISTOPHER H. COLEName:
    Christopher H. ColeTitle:
    Chief Executive Officer and President  Signature
    
    Title
    
    Date/s/ CHRISTOPHER H. COLE

Christopher H. Cole
    
    Chief Executive Officer,
President, and Director
(Principal Executive
Officer)
    
    March 29, 2010/s/ D. KIRK MCALLASTER, JR.

D. Kirk McAllaster, Jr.
    
    Executive Vice President,
Chief Financial Officer,
and Director (Principal
Financial Officer and
Accounting Officer)
    
    March 29, 2010/s/ JOHN M. PONS

John M. Pons
    
    Secretary and Director
    
    March 29, 2010




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##### Table of Contents



EXHIBIT INDEX
  Exhibit Number
    
    Description3.1
    
    
    Articles of Incorporation (Incorporated by reference to
Exhibit 2.1 to the Companys Form 10-SB (File No.
000-51962), filed on May 1, 2006).3.2
    
    
    Amended and Restated Bylaws (Incorporated by reference to
Exhibit 2.2 to the Companys Form 10-SB (File No.
000-51962), filed on May 1, 2006).10.1
    
    
    Agreement of Limited Partnership of Cole Operating
Partnership I, LP, dated April 6, 2004, between Cole Credit
Property Trust, Inc. and the limited partners thereto
(Incorporated by reference to Exhibit 6.1 to the Companys
Form 10-SB (File No. 000-51962), filed on May 1, 2006).10.2
    
    
    Property Management and Leasing Agreement, dated April 6,
2004, among Cole Credit Property Trust, Inc., Cole
Operating Partnership I, LP and Cole Realty Advisors, Inc.
(Incorporated by reference to Exhibit 6.2 to the Companys
Form 10-SB (File No. 000-51962), filed on May 1, 2006).10.3
    
    
    Advisory Agreement, dated April 6, 2004, as amended,
between Cole Credit Property Trust, Inc. and Cole REIT
Advisors, LLC (Incorporated by reference to Exhibit 6.3 to
the Companys Form 10-SB (File No. 000-51962), filed on May
1, 2006).10.4
    
    
    Dealer Manager Agreement, dated April 6, 2004, between Cole
Credit Property Trust, Inc. and Cole Capital Corporation
(Incorporated by reference to Exhibit 6.4 to the Companys
Form 10-SB (File No. 000-51962), filed on May 1, 2006).21.1
    *
    
    List of Subsidiaries.31.1
    *
    
    Certification of the Chief Executive Officer of the Company
pursuant to Securities Exchange Act Rule 13a-14 (a) or
15d-14 (a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    *
    
    Certification of the Chief Financial Officer of the Company
pursuant to Securities Exchange Act Rule 13a-14 (a) or
15d-14 (a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    *
    
    Certification of the Chief Executive Officer and Chief
Financial Officer of the Company pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.