##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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 400
    Phoenix, Arizona, 85016(Address of principal
    executive offices; zip code)

(602) 778-8700(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 ClassCommon Stock, par value $0.01 per share   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company þ   Rule 12b-2 o 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


12ITEM 1B.

UNRESOLVED STAFF COMMENTS


12ITEM 2.

PROPERTIES


12ITEM 3.

LEGAL PROCEEDINGS


16ITEM 4.

REMOVED AND RESERVED


16PART IIITEM 5.

MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


17ITEM 6.

SELECTED FINANCIAL DATA


20ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


21ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


30ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


30ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


30ITEM 9A.

CONTROLS AND PROCEDURES


30ITEM 9B.

OTHER INFORMATION


31PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


32ITEM 11.

EXECUTIVE COMPENSATION


32ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


32ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    AND DIRECTOR INDEPENDENCE


32ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES


32PART IVITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES


33REPORT 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 INDEXEX-31.1EX-31.2EX-32.1




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CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS  Form 10-K Form 10-K Form 10-K. Form 10-K.
 2




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PART I  ITEM 1.
    BUSINESS  Formation
      day-to-day day-to-day
       3




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Investment
    Objectives
  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
  ,
    and/or multi-unit
 4




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and/or
  Other
    Possible Investments
      Investment
    Decisions
  and/or
    
    unit level store performance;
    property location, visibility and access; 5




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
    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.  and/or
  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
   6




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Borrowing
    Policies
    Disposition
    Policies
      Conflicts
    of Interest
     7




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Interests
    in Other Real Estate Programs
  and/or
      Other
    Activities of Cole Advisors and its Affiliates
  day-to-day
     8




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Potential
    Conflicts in Acquiring, Leasing and Reselling of
    Properties
    Potential
    Conflicts of Affiliated Dealer Manager
    Potential
    Conflicts of Affiliated Property Manager
    Lack
    of Separate Representation
    Receipt
    of Fees and Other Compensation by Cole Advisors and Its
    Affiliates
   9




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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
     10




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Competition
    Concentration
    of Credit Risk
      Litigation
    Environmental
    Matters
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K Form 10-SB, http://www.sec.gov
 11




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Requirements
    for Qualification as a REIT
      ITEM 1A.
    RISK
    FACTORS    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  Overview
   12




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Property
    Statistics
    Total





2010


Percentage ofNumber of


Rentable


Rental Income


2010Tenant

Leases


Square Feet


(In thousands)


Rental IncomeRite Aid  drugstore


11



136,366


$
3,286



21
%CarMax  auto dealership


1



55,466



1,585



10
%Lowes  home improvement


2



256,902



1,617



10
%Walgreens  drugstore


6



81,575



1,402



9
%Vanguard  car rental


1



23,360



1,197



8
%Gander Mountain  sporting goods


1



88,492



1,148



8
%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
%Other


6



164,615



1,341



9
%42



1,034,552


$
15,576



100
%     Total





2010


Percentage ofNumber of


Rentable


Rental Income


2010Industry

Leases


Square Feet


(In thousands)


Rental IncomeDrugstore


21



263,909


$
5,776



37
%Auto Dealership


1



55,466



1,585



10
%Home Improvement


2



256,902



1,617



10
%Electronics Retail


4



95,150



1,251



8
%Car Rental


1



23,360



1,197



8
%Sporting Goods


1



88,492



1,148



7
%Convenience Store


3



15,896



1,122



7
%Specialty Retail


7



107,172



1,055



7
%Fitness and Health


1



82,750



548



4
%Theater


1



45,455



277



2
%42



1,034,552


$
15,576



100
%  13




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Total





2010


Percentage ofNumber of


Rentable


Rental Income


2010Location

Properties


Square Feet


(In thousands)


Rental IncomeTexas


8



331,995


$
3,760



24
%Kansas


5



121,917



2,667



17
%Georgia


1



23,360



1,197



8
%Ohio


6



61,911



1,038



7
%South Carolina


2



27,637



755



5
%Arkansas


1



126,405



755



5
%Pennsylvania


2



16,055



652



4
%Indiana


2



87,760



634



4
%Tennessee


2



22,264



604



4
%Maine


2



24,280



559



4
%Other


11



190,968



2,955



18
%42



1,034,552


$
15,576



100
%   Leases
  and/or
   14




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Leased


2010


Percentage ofNumber of


Square Feet


Rental Income


2010Year of Lease Expiration

Leases


Expiring


(In thousands)


Rental Income2011


1



45,455


$
277



2
%2012















%2013


1



12,885



218



1
%2014


6



177,656



1,436



9
%2015


3



218,257



1,496



10
%2016


1



20,000



298



2
%2017


2



49,920



747



5
%2018


3



35,460



738



5
%2019


6



180,630



2,356



15
%2020


5



65,835



1,356



9
%Thereafter


14



228,454



6,654



42
%42



1,034,552


$
15,576



100
%   Notes
    Payable Information
      hyper-amortization hyper-amortization
   15




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ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    REMOVED
    AND RESERVED 16




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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.     17




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
    any stockholder will be able to realize the estimated share
    value, upon attempting to sell their shares;
    we will be able to achieve, for our stockholders, the estimated
    value per share, upon a listing of our shares of common stock on
    a national securities exchange, a merger, or a sale of our
    portfolio; or
    that the estimated share value, or the methodologies used by the
    board to estimate the share value, will be found by an
    regulatory authority to comply with ERISA, Internal Revenue Code
    or other regulatory requirements.  one-for-one
 18




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Share
    Redemption Program
                Distributions
     19




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Total

Weighted AverageDistributions Paid

Distributions Paid

Return of

Ordinary

Capital GainYear

(In thousands)

per Common Share

Capital

Income

Income2010

$
5,568


$
0.55


$
0.37


$
0.18


$
2009

$
7,064


$
0.70


$
0.40


$
0.30


$
   Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    ITEM 6.
    SELECTED
    FINANCIAL DATA   20




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
          Recent
    Market Conditions
   21




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hyper-amortization
    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    22




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30-day
      Allocation
    of Purchase Price of Real Estate and Related
    Assets
       23




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Revenue
    Recognition
    Income
    Taxes
    Results
    of Operations
  Year
    Ended December 31, 2010 Compared to the Year Ended
    December 31, 2009:
  Revenue
  General and Administrative Expenses 
  Property Operating Expenses 
  Property Management Expenses 
 24




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Depreciation and Amortization Expenses 
  Impairment of Real Estate Assets 
  Net Interest Expense  hyper-amortization
  Loss on Early Extinguishment of Debt 
  Portfolio
    Information
      Total





2010


Percentage ofNumber of


Rentable


Rental Income


2010Tenant

Leases


Square Feet


(In thousands)


Rental IncomeRite Aid  drugstore


11



136,366


$
3,286



21
%CarMax  auto dealership


1



55,466



1,585



10
%Lowes  home improvement


2



256,902



1,617



10
%Walgreens  drugstore


6



81,575



1,402



9
%Vanguard  car rental


1



23,360



1,197



8
%21



553,669


$
9,087



58
%     Total





2010


Percentage ofNumber of


Rentable


Rental Income


2010Industry

Leases


Square Feet


(In thousands)


Rental IncomeDrugstore


21



263,909


$
5,776



37
%Auto Dealership


1



55,466



1,585



10
%Home Improvement


2



256,902



1,617



10
%Electronics Retail


4



95,150



1,251



8
%Car Rental


1



23,360



1,197



8
%29



694,787


$
11,426



73
%  25




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##### Table of Contents



Total





2010


Percentage ofNumber of


Rentable


Rental Income


2010Location

Properties


Square Feet


(In thousands)


Rental IncomeTexas


8



331,995


$
3,760



24
%Kansas


5



121,917



2,667



17
%Georgia


1



23,360



1,197



8
%Ohio


6



61,911



1,038



7
%South Carolina


2



27,637



755



5
%22



566,820


$
9,417



61
%     Funds
    From Operations and Modified Funds From Operations
       26




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##### Table of Contents



Year Ended December 31,2010


2009NET (LOSS) INCOME

$
(2,626
)

$
1,847Depreciation of real estate assets


3,675



3,685Amortization of lease related costs


1,802



1,802Gain on easement and condemnation of assets






(9
)Funds from operations (FFO)


2,851



7,325Impairment of real estate assets


2,835



Modified funds from operations (MFFO)

$
5,686


$
7,325     
    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 $150,000 and $285,000
    during the years ended December 31, 2010 and 2009,
    respectively.
    Amortization of deferred financing costs totaled $477,000 and
    $385,000 during the years ended December 31, 2010 and 2009,
    respectively.
    Loss on the early extinguishment of debt totaled $259,000 during
    the year ended December 31, 2010, which includes the
    write-off of $47,000 of unamortized deferred financing costs
    related to the refinanced mortgage notes payable. There were no
    losses on the early extinguishment of debt during the year ended
    December 31, 2009.  Liquidity
    and Capital Resources
  Short-term
    Liquidity and Capital Resources
  and/or hyper-amortization hyper-amortization
  Long-term
    Liquidity and Capital Resources
   27




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Payments Due by Period(1)Less Than








More ThanTotal


1 Year


1-3 Years


4-5 Years


5 YearsPrincipal payments  notes payable

$
118,550


$
8,448


$
2,142


$
106,283


$
1,677Interest payments  notes payable


34,326



7,498



21,593



5,169



66Principal payments  lines of credit


1,935







1,935







Interest payments  lines of credit


141



113



28







Total

$
154,952


$
16,059


$
25,698


$
111,452


$
1,743     (1)
    
    The table does not include amounts due to our advisor or its
    affiliates pursuant to our advisory agreement because such
    amounts are not fixed and determinable.  Cash Flow
    Analysis
  Year
    Ended December 31, 2010 Compared to the Year Ended
    December 31, 2009:
  Operating Activities.
  Investing Activities.
 28




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Financing Activities.
  Election
    as a REIT
      Inflation
    Commitments
    and Contingencies
  Form 10-K
  Related-Party
    Transactions and Agreements
  Form 10-K
 29




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Subsequent
    Events
  Form 10-K. Form 10-K
  
    update to the estimated value per share; and
    update to the share redemption program  New
    Accounting Pronouncements
  Form 10-K
  Off
    Balance Sheet Arrangements
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(b) 15d-15(b) Rules 13a-15(e) 15d-15(e) Form 10-K. Form 10-K
 30




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Managements
    Report on Internal Control Over Financial Reporting
  15d-15(f).
  Internal Control  Integrated Framework
    Changes
    in Internal Control Over Financial Reporting
  Rules 13a-15(f)
  ITEM 9B.
    OTHER
    INFORMATION   31




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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 DIRECTORS
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   32




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PART IV
  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES    page F-1
      Regulation S-K
     33




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INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Financial Statements

PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2010 and 2009


F-3Consolidated Statements of Operations for the
    years ended December 31, 2010 and 2009


F-4Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2010 and 2009


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2010 and 2009


F-6Notes to Consolidated Financial Statements


F-7  F-1




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            DELOITTE &
    TOUCHE LLP
    F-2




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COLE
    CREDIT PROPERTY TRUST, INC.CONSOLIDATED BALANCE SHEETS
   December 31,


December 31,2010


2009ASSETSInvestment in real estate assets:Land

$
54,233


$
55,317Buildings and improvements, less accumulated depreciation of
    $20,255and $17,273, respectively


100,933



106,278Acquired intangible lease assets, less accumulated amortization
    of $11,094 and $9,170, respectively


17,244



19,168Total investment in real estate assets, net


172,410



180,763Cash and cash equivalents


1,382



1,907Restricted cash


872



Rents and tenant receivables, less allowance for doubtful
    accounts of $49 and $167, respectively


2,143



2,478Prepaid expenses and other assets


77



84Deferred financing costs, less accumulated amortization of $962
    and $1,518, respectively


2,423



770Total assets

$
179,307


$
186,002LIABILITIES AND STOCKHOLDERS EQUITYNotes payable and line of credit

$
118,550


$
118,738Lines of credit with affiliate


1,935



Accounts payable and accrued expenses


804



878Due to affiliates


54



41Acquired below market lease intangibles, less accumulated
    amortization of $1,208 and $1,018, respectively


989



1,221Distributions payable


429



589Deferred rent


660



615Total liabilities


123,421



122,082Commitments and contingenciesSTOCKHOLDERS 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


(34,639
)


(26,605
)Total stockholders equity


55,886



63,920Total liabilities and stockholders equity

$
179,307


$
186,002    F-3




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COLE
    CREDIT PROPERTY TRUST, INC.CONSOLIDATED STATEMENTS OF
    OPERATIONS
 (In thousands except share and per
    share amounts)
  Year Ended December 31,2010


2009Revenues:Rental and other property income

$
15,759


$
15,944Tenant reimbursement income


365



383Total revenue


16,124



16,327Expenses:General and administrative expenses


597



712Property operating expenses


809



512Property management expenses


484



475Depreciation


3,675



3,685Amortization


1,802



1,802Impairment of real estate assets


2,835



Total operating expenses


10,202



7,186Operating income


5,922



9,141Other expense:Interest expense, net


(8,289
)


(7,294
)Loss on early extinguishment of debt


(259
)


Total other expense


(8,548
)


(7,294
)Net (loss) income

$
(2,626
)

$
1,847Weighted average number of common shares outstanding:Basic and diluted


10,090,951



10,090,951Net (loss) income per common share:Basic and diluted

$
(0.26
)

$
0.18    F-4




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COLE
    CREDIT PROPERTY TRUST, INC.CONSOLIDATED STATEMENTS OF
    STOCKHOLDERS EQUITY
 (In thousands, except share amounts)
  AccumulatedCommon Stock


Capital in


Distributions


TotalNumber of





Excess of


in Excess of


StockholdersShares


Par Value


Par Value


Earnings


EquityBalance, January 1, 2009


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
)

$
63,920Distributions














(5,408
)


(5,408
)Net loss














(2,626
)


(2,626
)Balance, December 31, 2010


10,090,951


$
101


$
90,424


$
(34,639
)

$
55,886    F-5




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COLE
    CREDIT PROPERTY TRUST, INC.CONSOLIDATED STATEMENTS OF CASH
    FLOWS
 (In thousands)
  Year Ended December 31,2010


2009Cash flows from operating activities:Net (loss) income

$
(2,626
)

$
1,847Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:Depreciation


3,675



3,685Amortization of intangible lease assets and below market lease
    intangibles, net


1,692



1,720Amortization of deferred financing costs


477



385Bad debt expense


200



Loss on early extinguishment of debt


259



Impairment of real estate assets


2,835



Property condemnation and easement gain






(9
)Changes in assets and liabilities:Rents and tenant receivables


135



(394
)Prepaid expenses and other assets


7



20Accounts payable and accrued expenses


(74
)


132Deferred rent


45



25Due to affiliates


13



(126
)Net cash provided by operating activities


6,638



7,285Cash flows from investing activities:Additions to real estate and related assets


(81
)


Proceeds from sale of assets






13Change in restricted cash


(872
)


Net cash (used in) provided by investing activities


(953
)


13Cash flows from financing activities:Distributions to investors


(5,568
)


(7,064
)Proceeds from notes payable and line of credit


51,625



1,450Repayment of notes payable and line of credit


(51,813
)


(700
)Proceeds from line of credit with affiliates


1,935



Payment of loan deposits


(433
)


Refund of loan deposits


433



Deferred financing costs paid


(2,177
)


Payment of costs related to the early extinguishment of debt


(212
)


Net cash used in financing activities


(6,210
)


(6,314
)Net (decrease) increase in cash and cash equivalents


(525
)


984Cash and cash equivalents, beginning of year


1,907



923Cash and cash equivalents, end of year

$
1,382


$
1,907Supplemental Disclosures of Non-Cash Investing and Financing
    Activities:Dividends declared and unpaid

$
429


$
589Supplemental Cash Flow Disclosures:Interest paid

$
7,774


$
6,913    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
    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  F-7




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##### Table of Contents



COLE
    CREDIT PROPERTY TRUST, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    30-day
      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
    Restricted
    Cash
    Rents
    and Tenant Receivables
   F-9




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##### Table of Contents



COLE
    CREDIT PROPERTY TRUST, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Assets
    Deferred
    Financing Costs
    Revenue
    Recognition
    Income
    Taxes
    Concentration
    of Credit Risk
     F-10




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##### Table of Contents



COLE
    CREDIT PROPERTY TRUST, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stockholders
    Equity
    Distinguishing Liabilities from Equity
  Redemptions
    of Common Stock
      Earnings
    Per Share
    Reportable
    Segments
  Segment Reporting
  Interest
    Distributions
    Payable and Distribution Policy
   F-11




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##### Table of Contents



COLE
    CREDIT PROPERTY TRUST, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recent
    Accounting Pronouncements
  2010-06, Fair Value Measurements and Disclosures (Topic 820) 2010-06), 2010-06 2010-06
  NOTE 3 
    FAIR
    VALUE MEASUREMENTS  Fair Value Measurements and Disclosures
    Level 1
  Level 2 
  Level 3
     F-12




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##### Table of Contents



COLE
    CREDIT PROPERTY TRUST, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Re-Measured

Fair Value Measurement of Reporting Data Using

TotalDescription:

Balance

Level 1

Level 2

Level 3

LossesInvestment in real estate assets

$
4,166


$



$



$
4,166


$
(2,835
)     Cash and cash equivalents, restricted cash, rents and tenant
    receivables, prepaid expenses, and accounts payable and accrued
    expenses
  Notes payable and lines of credit
    NOTE 4 
    ACQUIRED
    INTANGIBLE LEASE ASSETS    As of December 31,2010


2009Acquired in place leases, net of accumulated amortization of
    $10,313 and $8,511, respectively (with a weighted average life
    of 129 and 141 months, respectively)

$
15,933


$
17,735Acquired above market leases, net of accumulated amortization of
    $781 and $659, respectively (with a weighted average life of 133
    and 145 months, respectively)


1,311



1,433$
17,244


$
19,168    F-13




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##### Table of Contents



COLE
    CREDIT PROPERTY TRUST, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AmountLeases

Above MarketYear

In-Place

Leases2011

$
1,802


$
1222012

$
1,802


$
1222013

$
1,801


$
1222014

$
1,584


$
1222015

$
1,415


$
122   NOTE 5 
    NOTES PAYABLE
    AND LINES OF CREDIT  hyper-amortization
     F-14




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##### Table of Contents



COLE
    CREDIT PROPERTY TRUST, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    hyper-amortization hyper-amortization
    PrincipalFor the Year Ending December 31,

Repayments2011

$
8,4482012


2,6062013


7162014


7542015


74,903Thereafter


33,058Total

$
120,485   NOTE 6 
    ACQUIRED
    BELOW MARKET LEASE INTANGIBLES    As of December 31,2010

2009Acquired below market leases, net of accumulated amortization of
    $1,208 and $1,018, respectively (with a weighted average life of
    68 and 82 months, respectively)

$
989


$
1,221    F-15




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##### Table of Contents



COLE
    CREDIT PROPERTY TRUST, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Below MarketYear

Leases2011

$
1982012

$
1982013

$
1982014

$
1322015

$
55   NOTE 7 
    COMMITMENTS
    AND CONTINGENCIES  Litigation
    Environmental
    Matters
    NOTE 8 
    RELATED-PARTY
    TRANSACTIONS AND ARRANGEMENTS     F-16




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##### Table of Contents



COLE
    CREDIT PROPERTY TRUST, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                NOTE 9 
    ECONOMIC
    DEPENDENCY   F-17




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##### Table of Contents



COLE
    CREDIT PROPERTY TRUST, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 10 
    STOCKHOLDERS
    EQUITY  Share
    Redemption Program
           F-18




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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:

2010


2009Dividend income


33
%


43
%Capital gain



%



%Return of capital


67
%


57
%Total


100
%


100
%     NOTE 12 
    OPERATING
    LEASES      Year Ending December 31,

Amount2011

$
15,4072012


15,4072013


15,4072014


14,0932015


13,084Thereafter


83,277$
156,675   NOTE 13 
    SUBSEQUENT
    EVENTS  Estimated
    Value Per Share
   F-19




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##### Table of Contents



COLE
    CREDIT PROPERTY TRUST, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Share
    Redemption Program
   F-20




---



##### Table of Contents



SIGNATURES
    Cole Credit Property Trust, Inc.
 (Registrant)
  By:
    /s/  Christopher
    H. Cole       Signature

Title

Date/s/  Christopher
    H. ColeChristopher
    H. Cole

Chairman, President and Chief Executive Officer (Principal
    Executive Officer)

March 30, 2011/s/  D.
    Kirk McAllaster, Jr.D.
    Kirk McAllaster, Jr.

Executive Vice President and Chief Financial Officer and
    Director (Principal Financial Officer)

March 30, 2011/s/  Simon
    J. MisselbrookSimon
    J. Misselbrook

Vice President of Accounting (Principal Accounting Officer)

March 30, 2011/s/  Marc
    T. NemerMarc
    T. Nemer

Director

March 30, 2011




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##### Table of Contents



EXHIBIT INDEX
  Form 10-K Regulation S-K).
  Exhibit No.

Description3
.1

Articles of Incorporation (Incorporated by reference to
    Exhibit 2.1 of 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

Loan Agreement, dated April 1, 2010, by and between Cole
    Credit Property Trust, Inc., and certain of its wholly-owned
    subsidiaries, collectively as Borrower, and The Royal Bank of
    Scotland PLC as lender (Incorporated by reference to the
    Companys Quarterly Report on
    Form 10-Q
    (File
    No. 000-51962),
    filed on May 14, 2010).10
.5

Loan Agreement, dated April 1, 2010, by and between Cole
    Mezzco CCPT I, LLC as Borrower, and IVI Cole Mezz, LLC as
    lender (Incorporated by reference to the Companys
    Quarterly Report on
    Form 10-Q
    (File
    No. 000-51962),
    filed on May 14, 2010).21
.1

List of Subsidiaries (Incorporated by reference to the
    companys Annual Report on
    Form 10-K
    (File
    No 000-51962),
    filed on March 29, 2010).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.**
    
    In accordance with Item 601(b)(32) of
    Regulation S-K,
    this Exhibit is not deemed filed for purposes of
    Section 18 of the Exchange Act or otherwise subject to the
    liabilities of that section. Such certifications will not be
    deemed incorporated by reference into any filing under the
    Securities Act of 1933, as amended, or the Exchange Act, except
    to the extent that the registrant specifically incorporates it
    by reference.