UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 10-Q

_________________________________________________

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2013
	For the quarterly period ended June 30, 2014



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 000-54248

__________________________________

~~WELLS~~SIGNATURE ~~CORE~~ OFFICE ~~INCOME~~ REIT, INC.

(Exact name of registrant as specified in its charter)

__________________________________

Maryland		26-0500668
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
6200 The Corners Pkwy.Norcross, Georgia		30092-3365
6200 The Corners Pkwy., Suite 250Norcross, Georgia		30092-3365
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code		(770) 449-7800

N/A

(Former name, former address, and former fiscal year, if changed since last report)

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. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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



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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Number of shares outstanding of the registrant's

only class of common stock, as of July 31, 2014: 20,473,024 shares

Table of Contents

FORM 10-Q

~~WELLS~~SIGNATURE ~~CORE~~ OFFICE ~~INCOME~~ REIT, INC.

TABLE OF CONTENTS

			Page No.
PART I.	FINANCIAL INFORMATION
	Item 1.	Condensed Consolidated Financial Statements	4
		Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012	5
		Consolidated Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013	5
		Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2013 (unaudited) and 2012 (unaudited)	6
		Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2014 (unaudited) and 2013 (unaudited)	6
		Consolidated Statements of Comprehensive Loss for the Three Months and Nine Months Ended September 30, 2013 (unaudited) and 2012 (unaudited)	7
		Consolidated Statements of Comprehensive Income (Loss) for the Three Months and Six Months Ended June 30, 2014 (unaudited) and 2013 (unaudited)	7
		Consolidated Statements of Stockholders' Equity for the Nine Months Ended September 30, 2013 (unaudited) and 2012 (unaudited)	8
		Consolidated Statements of Stockholders' Equity for the Six Months Ended June 30, 2014 (unaudited) and 2013 (unaudited)	8
		Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 (unaudited) and 2012 (unaudited)	9
		Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 (unaudited) and 2013 (unaudited)	9
		Condensed Notes to Consolidated Financial Statements (unaudited)	10
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2321
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3836
	Item 4.	Controls and Procedures	3836
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	3837
	Item 1A.	Risk Factors	3837
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3937
	Item 3.	Defaults Upon Senior Securities	4038
	Item 4.	Mine Safety Disclosures	4038
	Item 5.	Other Information	4038
	Item 6.	Exhibits	4139

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this quarterly report on Form 10-Q of ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT, Inc. and subsidiaries ("~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT," "we," "our" or "us") other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in those acts. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue," or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the U. S. Securities and Exchange Commission ("SEC"). We make no representations or warranties (express or implied) about the accuracy of any such forward-looking statements contained in this report, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Any such forward-looking statements are subject to risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual conditions, our ability to accurately anticipate results expressed in such forward-looking statements, including our ability to generate positive cash flow from operations, make distributions to stockholders, and maintain the value of our real estate properties, may be significantly hindered. See Item 1A ~~herein, as well as~~ in ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's Annual Report on Form 10-K for the year ended December 31, ~~2012 and Wells Core Office Income REIT's Quarterly Reports on Form 10-Q for the periods ended March 31,~~ 2013 ~~and June 30~~, ~~2013,~~ for a discussion of some of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements. The risk factors described ~~herein and~~ in our Annual Report on Form 10-K for the year ended December 31, ~~2012 and in our Quarterly Reports on Form 10-Q for the periods ended March 31,~~ 2013 ~~and June 30, 2013~~ are not the only ones we face, but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also harm our business.

Table of Contents


PART I.	FINANCIAL INFORMATION


ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The information furnished in the accompanying consolidated balance sheets and related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows reflect all normal and recurring adjustments that are, in management's opinion, necessary for a fair and consistent presentation of the aforementioned financial statements.

The accompanying consolidated financial statements should be read in conjunction with the condensed notes to ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations included in this quarterly report on Form 10-Q and with ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013. ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's results of operations for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 are not necessarily indicative of the operating results expected for the full year.

Table of Contents

~~WELLS~~SIGNATURE ~~CORE~~ OFFICE ~~INCOME~~ REIT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	September 30, 2013			December 31, 2012
	June 30, 2014			December 31, 2013
Assets:
Real estate assets, at cost:
Land	$	55,733,041		$	55,733,041
Buildings and improvements, less accumulated depreciation of $30,250,686 and $17,103,968 as of September 30, 2013 and December 31, 2012, respectively	410,342,096			414,793,340
Buildings and improvements, less accumulated depreciation of $43,503,615 and $34,488,062 as of June 30, 2014 and December 31, 2013, respectively	397,206,394			406,067,891
Intangible lease assets, less accumulated amortization of $17,188,764 and $9,912,360 as of September 30, 2013 and December 31, 2012, respectively	49,308,005			56,791,405
Intangible lease assets, less accumulated amortization of $24,404,724 and $19,294,426 as of June 30, 2014 and December 31, 2013, respectively	41,592,955			46,734,316
Construction in progress	~~156~~43,~~193~~194			~~23,137~~—
Total real estate assets	~~515~~494,~~539~~575,~~335~~584			~~527~~508,~~340~~535,~~923~~248
Cash and cash equivalents	57,~~300~~669,~~963~~227			157,~~955~~394,~~896~~979
Tenant receivables, net of allowance for doubtful accounts of $53,286 and $22,890 as ofSeptember 30, 2013 and December 31, 2012, respectively	10,549,113			4,184,620
Tenant receivables, net of allowance for doubtful accounts of $85,099 and $63,736 as ofJune 30, 2014 and December 31, 2013, respectively	13,593,548			13,385,314
Prepaid expenses and other assets	1951,~~950,208~~623			~~678~~1,~~421~~641,381
Deferred financing costs, less accumulated amortization of $3,183,721 and $2,279,275 as ofSeptember 30, 2013 and December 31, 2012, respectively	2,780,859			3,685,305
Deferred financing costs, less accumulated amortization of $3,787,359 and $3,485,202 as ofJune 30, 2014 and December 31, 2013, respectively	1,877,477			2,479,378
Intangible lease origination costs, less accumulated amortization of $5,784,621 and $3,176,459 as of September 30, 2013 and December 31, 2012, respectively	21,257,604			23,904,560
Intangible lease origination costs, less accumulated amortization of $8,413,289 and $6,584,549 as of June 30, 2014 and December 31, 2013, respectively	18,529,217			20,357,957
Deferred lease costs, less accumulated amortization of $951,492 and $352,176 as of September 30, 2013 and December 31, 2012, respectively	6,721,800			7,067,817
Deferred lease costs, less accumulated amortization of $1,687,603 and $1,197,248 as of June 30, 2014 and December 31, 2013, respectively	6,214,755			6,745,189
Investments in development authority bonds	115,000,000			115,000,000
Total assets	$	~~679~~658,~~099~~411,~~882~~431		$	~~697~~675,~~817~~539,~~542~~446
Liabilities:
Line of credit	$	4162,~~500~~900,000		$	9642,~~000~~500,000
Notes payable	~~124~~100,~~900~~000,000			124,900,000
Accounts payable and accrued expenses	7,~~039~~361,~~840~~031			8,~~238~~091,~~360~~277
Accrued capital expenditures and deferred lease costs	1103,~~412,313~~199			5487,~~385,438~~825
Due to affiliates	—			715,303
Deferred income	6,090,915			5,919,573
Distributions payable	—			1,075,114
Intangible lease liabilities, less accumulated amortization of $666,735 and $493,613 as of June 30, 2014 and December 31, 2013, respectively	1,131,639			1,304,761
Deferred income	4,780,431			3,929,626
Intangible lease liabilities, less accumulated amortization of $407,052 and $147,370 as of September 30, 2013 and December 31, 2012, respectively	1,391,322			1,651,004
Obligations under capital leases	115,000,000			115,000,000
Total liabilities	~~296~~292,~~023~~586,~~906~~784			~~356~~298,~~894~~203,~~845~~436
Commitments and Contingencies (Note 6)
Commitments and Contingencies (Note 5)
Redeemable Common Stock	~~4,726,825~~—			53,~~080~~988,~~308~~217
Stockholders' Equity:
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 20,383,204 and 17,548,812 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively	203,832			175,488
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 20,473,024 and 20,443,176 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively	204,730			204,432
Additional paid-in capital	~~451~~453,~~452~~828,~~874~~351			~~388~~452,~~347~~981,~~427~~513
Cumulative distributions in excess of earnings	(6988,~~043~~439,~~974~~459		)	(4776,~~246~~492,~~703~~911		)
Redeemable common stock	~~(4,726,825~~—		)	(53,~~080~~988,~~308~~217		)
Accumulated other comprehensive income (loss)	463,244			(353,515		)
Accumulated other comprehensive income	231,025			642,976
Total stockholders' equity	~~378~~365,~~349~~824,~~151~~647			~~335~~373,~~842~~347,~~389~~793
Total liabilities, redeemable common stock and stockholders' equity	$	~~679~~658,~~099~~411,~~882~~431		$	~~697~~675,~~817~~539,~~542~~446

See accompanying notes.

Table of Contents

~~WELLS~~SIGNATURE ~~CORE~~ OFFICE ~~INCOME~~ REIT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	(Unaudited)						(Unaudited)
	Three Months Ended						~~Nine~~Six Months Ended
	September 30,						September 30,
	June 30,						June 30,
	2013			2012			2013			2012
	2014			2013			2014			2013
Revenues:
Rental income	$	13,~~219~~173,~~585~~677		$	1013,~~427~~284,~~449~~921		$	3926,~~768~~523,~~100~~945		$	2726,~~335~~548,~~121~~515
Tenant reimbursements	35,~~763~~158,~~919~~063			23,~~950~~859,~~591~~891			1110,~~408~~319,~~872~~602			7,~~140~~644,~~139~~953
Other property income	32319,~~755~~973			—			32349,~~755~~141			~~39,714~~—
	17,016,259			13,378,040			51,209,727			34,514,974
	18,651,713			17,144,812			37,192,688			34,193,468
Expenses:
Property operating costs	56,~~711~~193,~~878~~327			45,~~435~~635,~~097~~169			1612,~~955~~597,~~899~~077			1011,~~899~~244,~~458~~021
Asset and property management fees:
Related-party	~~1,513,259~~—			~~947~~1,~~293~~220,098			~~3,981,442~~—			2,~~573~~468,~~719~~183
Other	~~256~~242,~~330~~450			~~102~~334,~~237~~225			~~754~~517,~~159~~397			~~227~~497,~~110~~829
Depreciation	4,~~508~~569,~~784~~573			34,~~401~~431,~~365~~200			139,~~239~~017,~~404~~743			8,~~832~~730,~~425~~620
Amortization	2,~~854~~987,~~382~~482			2,~~124~~738,~~723~~498			85,~~423~~746,~~730~~580			5,~~445~~569,~~319~~348
General and administrative	~~477~~1,~~548~~565,255			1,~~366~~278,~~301~~578			3,~~109~~144,~~679~~383			32,~~411~~632,~~252~~131
Acquisition fees and expenses	~~74,930~~—			1673,~~309,232~~233			~~1,598,057~~—			41,~~707~~523,~~954~~127
	15,397,111			13,686,248			48,062,370			36,097,237
	15,558,087			16,311,001			31,023,180			32,665,259
Real estate operating income (loss)	1,619,148			(308,208		)	3,147,357			(1,582,263		)
Real estate operating income	3,093,626			833,811			6,169,508			1,528,209
Other income (expense):
Interest expense	(3,~~042~~095,~~384~~550		)	(23,~~100~~077,~~360~~691		)	(96,~~328~~186,~~192~~702		)	(56,~~451~~285,~~546~~808		)
Interest and other income	1,725,~~136~~209			~~128~~1,725,122			53,~~175~~455,~~356~~366			~~147~~3,450,220
	(1,317,248		)	(2,100,232		)	(4,152,836		)	(5,451,399		)
	(1,370,341		)	(1,352,569		)	(2,731,336		)	(2,835,588		)
Income (loss) before income tax expense	~~301~~1,~~900~~723,285			(2518,~~408,440~~758		)	(13,~~005~~438,~~479~~172		)	(71,~~033~~307,~~662~~379		)
Income tax expense	(5726,~~223~~075		)	(4647,~~299~~812		)	(~~156~~61,~~640~~143		)	(~~139~~99,~~721~~417		)
Net income (loss)	$	~~244~~1,~~677~~697,210		$	(2566,~~454,739~~570	)	$	(13,~~162~~377,~~119~~029	)	$	(71,~~173~~406,~~383~~796	)
Per-share net income (loss) – basic and diluted	$	0.0108		$	(0.1703	)	$	(0.0617	)	$	(0.5707	)
Weighted-average common shares outstanding – basic and diluted	20,~~416~~477,~~703~~539			1419,~~860~~859,~~855~~741			1920,~~522~~456,~~291~~567			1219,~~477~~067,~~290~~673

See accompanying notes.

Table of Contents

~~WELLS~~SIGNATURE ~~CORE~~ OFFICE ~~INCOME~~ REIT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	(Unaudited)						(Unaudited)
	Three Months Ended						~~Nine~~Six Months Ended
	September 30,						September 30,
	June 30,						June 30,
	2013			2012			2013			2012
	2014			2013			2014			2013
Net income (loss)	$	~~244~~1,~~677~~697,210		$	(2566,~~454,739~~570	)	$	(13,~~162~~377,~~119~~029	)	$	(71,~~173~~406,~~383~~796	)
Other comprehensive income (loss):
Market value adjustment to interest rate swap	(~~523~~406,~~598~~943		)	~~(265~~1,~~347~~246,126		)	~~816~~(411,~~759~~951		)	~~(265~~1,~~347~~340,357		)
Comprehensive loss	$	(278,921	)	$	(2,720,086	)	$	(345,360	)	$	(7,438,730	)
Comprehensive income (loss)	$	1,290,267		$	679,556		$	2,965,078		$	(66,439	)

See accompanying notes.

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~~WELLS~~SIGNATURE ~~CORE~~ OFFICE ~~INCOME~~ REIT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2013~~2014 AND ~~2012~~2013 (UNAUDITED)

	Common Stock					AdditionalPaid-InCapital			Cumulative Distributions in Excess of Earnings			Redeemable Common Stock			Accumulated Other Comprehensive Income (Loss)			TotalStockholders'Equity
	Shares		Amount
Balance, December 31, 2012	17,548,812		$	175,488		$	388,347,427		$	(47,246,703	)	$	(5,080,308	)	$	(353,515	)	$	335,842,389
Balance, December 31, 2013	20,443,176		$	204,432		$	452,981,513		$	(76,492,911	)	$	(3,988,217	)	$	642,976		$	373,347,793
Issuance of common stock	3157,~~168,620~~299		311,~~686~~573			783,~~630~~734,~~149~~285			—			—			—			783,~~661~~735,~~835~~858
Redemption of common stock	(~~334~~127,~~228~~451	)	(31,~~342~~275		)	(72,~~593~~887,~~370~~350		)	—			—			—			(72,~~596~~888,~~712~~625		)
Decrease in redeemable common stock	—		—			—			—			~~353~~3,~~483~~988,217			—			~~353~~3,~~483~~988,217
Distributions to common stockholders ($1.06 per share)	—		—			—			(20,635,152		)	—			—			(20,635,152		)
Distributions to common stockholders ($0.75 per share)	—		—			—			(15,323,577		)	—			—			(15,323,577		)
Commissions and discounts on stock sales and related dealer-manager fees	—		—			(6,473,522		)	—			—			—			(6,473,522		)
Other offering costs	—		—			(97		)	—			—			—			(97		)
Other offering costs	—		—			(1,457,810		)	—			—			—			(1,457,810		)
Net income	—		—			—			3,377,029			—			—			3,377,029
Net loss	—		—			—			(1,162,119		)	—			—			(1,162,119		)
Market value adjustment to interest rate swap	—		—			—			—			—			(411,951		)	(411,951		)
Market value adjustment to interest rate swap	—		—			—			—			—			816,759			816,759
Balance, June 30, 2014	20,473,024		$	204,730		$	453,828,351		$	(88,439,459	)	$	—		$	231,025		$	365,824,647
Balance, September 30, 2013	20,383,204		$	203,832		$	451,452,874		$	(69,043,974	)	$	(4,726,825	)	$	463,244		$	378,349,151

	Common Stock					AdditionalPaid-InCapital			Cumulative Distributions in Excess of Earnings			Redeemable Common Stock			Accumulated Other Comprehensive Income (Loss)			TotalStockholders'Equity
	Shares		Amount
Balance, December 31, 2011	9,043,589		$	90,436		$	200,198,600		$	(18,415,942	)	$	(2,538,167	)	$	—		$	179,334,927
Balance, December 31, 2012	17,548,812		$	175,488		$	388,347,427		$	(47,246,703	)	$	(5,080,308	)	$	(353,515	)	$	335,842,389
Issuance of common stock	63,~~952~~010,~~838~~871		6930,~~528~~109			~~173~~74,~~411~~885,~~555~~195			—			—			—			~~173~~74,~~481~~915,~~083~~304
Redemption of common stock	(~~135~~68,~~846~~036	)	(~~1,358~~680		)	(31,~~325~~544,~~370~~977		)	—			—			—			(31,~~326~~545,~~728~~657		)
Increase in redeemable common stock	—		—			—			—			(12,~~457~~643,~~670~~154		)	—			(12,~~457~~643,~~670~~154		)
Distributions to common stockholders ($1.13 per share)	—		—			—			(14,087,315		)	—			—			(14,087,315		)
Distributions to common stockholders ($0.68 per share)	—		—			—			(13,010,748		)	—			—			(13,010,748		)
Commissions and discounts on stock sales and related dealer-manager fees	—		—			(156,~~867~~473,~~070~~522		)	—			—			—			(156,~~867~~473,~~070~~522		)
Other offering costs	—		—			(31,~~523~~458,~~519~~031		)	—			—			—			(31,~~523~~458,~~519~~031		)
Net loss	—		—			—			(71,~~173~~406,~~383~~796		)	—			—			(71,~~173~~406,~~383~~796		)
Market value adjustment to interest rate swap	—		—			—			—			—			~~(265~~1,~~347~~340,357		)	~~(265~~1,~~347~~340,357		)
Balance, September 30, 2012	15,860,581		$	158,606		$	350,894,196		$	(39,676,640	)	$	(3,995,837	)	$	(265,347	)	$	307,114,978
Balance, June 30, 2013	20,491,647		$	204,917		$	453,756,092		$	(61,664,247	)	$	(7,723,462	)	$	986,842		$	385,560,142

See accompanying notes.

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~~WELLS~~SIGNATURE ~~CORE~~ OFFICE ~~INCOME~~ REIT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	(Unaudited)
	Nine Months Ended
	Six Months Ended
	September 30,
	June 30,
	2013			2012
	2014			2013
Cash Flows from Operating Activities:
Net loss	$	(1,162,119	)	$	(7,173,383	)
Net income (loss)	$	3,377,029		$	(1,406,796	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Straight-line rental income	(5878,~~930,357~~301		)	(23,~~264~~987,~~517~~333		)
Depreciation	139,~~239~~017,~~404~~743			8,~~832~~730,~~425~~620
Amortization	107,~~545~~287,~~223~~334			6,~~981~~987,~~864~~908
Noncash interest expense	~~904~~601,~~446~~901			1602,~~780,867~~964
Changes in assets and liabilities, net of acquisitions:
(Increase) decrease in other tenant receivables	(895,825		)	24,458
Decrease (increase) in other tenant receivables	448,942			(641,419		)
Increase in prepaid expenses and other assets	(808,543		)	(380,686		)
Decrease in prepaid expenses and other assets	275,617			47,052
(Decrease) increase in accounts payable and accrued expenses	(763,188		)	100,829
Decrease in accounts payable and accrued expenses	(730,246		)	(1,476,134		)
Decrease in due to affiliates	~~(412,966~~—		)	(96412,~~007~~959		)
Increase in deferred income	~~850~~171,~~805~~342			1234,~~032,971~~375
Net cash provided by operating activities	1519,~~566~~571,~~880~~361			8,~~838~~678,~~821~~278
Cash Flows from Investing Activities:
Additions to real estate assets	(8,878,354		)	(1,021,408		)
Additions to real estate assets and other capital expenditures	(257,912		)	(8,486,854		)
Acquisition of real estate assets	—			(148,901,863		)
Deferred lease costs paid	(62,760		)	(1,284,711		)
Deferred lease costs paid	(3,882,830		)	(1,158,129		)
Net cash used in investing activities	(320,672		)	(9,771,565		)
Net cash used in investing activities	(12,761,184		)	(151,081,400		)
Cash Flows from Financing Activities:
Deferred financing costs paid	—			(2,387,017		)
Proceeds from lines of credit and notes payable	25,650,000			7,500,000
Proceeds from lines of credit and notes payable	13,500,000			271,931,984
Repayments of lines of credit and notes payable	(30,150,000		)	(65,500,000		)
Repayments of lines of credit and notes payable	(68,000,000		)	(260,586,879		)
Issuance of common stock	3,735,858			74,876,287
Issuance of common stock	78,622,818			173,208,166
Redemptions of common stock	(2,888,625		)	(1,627,474		)
Redemptions of common stock	(7,678,529		)	(3,312,457		)
Distributions paid to stockholders	(11,587,719		)	(7,312,692		)
Distributions paid to stockholders	(11,190,563		)	(7,242,168		)
Distributions paid to stockholders and reinvested in shares of our common stock	(3,735,858		)	(6,773,170		)
Distributions paid to stockholders and reinvested in shares of our common stock	(10,519,703		)	(6,459,342		)
Commissions on stock sales and related dealer-manager fees paid	—			(6,642,331		)
Commissions on stock sales and related dealer-manager fees paid	(6,648,460		)	(15,718,430		)
Other offering costs paid	(97		)	(1,546,413		)
Other offering costs paid	(1,546,192		)	(3,548,809		)
Net cash used in financing activities	(18,976,441		)	(7,025,793		)
Net cash (used in) provided by financing activities	(13,460,629		)	145,885,048
Net change in cash and cash equivalents	274,248			(8,119,080		)
Net change in cash and cash equivalents	(10,654,933		)	3,642,469
Cash and cash equivalents, beginning of period	7,394,979			15,955,896
Cash and cash equivalents, beginning of period	15,955,896			4,690,866
Cash and cash equivalents, end of period	$	7,669,227		$	7,836,816
Cash and cash equivalents, end of period	$	5,300,963		$	8,333,335

See accompanying notes.

Table of Contents

~~WELLS~~SIGNATURE ~~CORE~~ OFFICE ~~INCOME~~ REIT, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~JUNE 30, ~~2013~~2014 (unaudited)


1.	Organization

~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT, Inc. ("~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT") ~~was~~is ~~formed on July 3, 2007 as~~ a Maryland corporation that has elected to be taxed as a real estate investment trust ("REIT") for federal income tax purposes and engages in the acquisition and ownership of commercial real estate properties. Signature Office REIT was formed in 2007 and commenced operations in 2010. Substantially all of ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's business is conducted through ~~Wells~~Signature ~~Core~~ Office ~~Income~~ Operating Partnership, L.P. ("~~Wells~~Signature ~~Core~~Office OP"), a Delaware limited partnership ~~formed on July 3, 2007~~. ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT is the sole general partner of ~~Wells~~Signature ~~Core~~Office OP. ~~Wells~~ ~~Core~~Signature Office Income Holdings, LLC ("~~Wells~~Signature ~~Core~~Office Holdings"), a Delaware limited liability company ~~formed on November 6~~, ~~2009,~~ is the sole limited partner of ~~Wells~~Signature ~~Core~~Office OP. ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT owns 100% of the interests of ~~Wells~~Signature ~~Core~~Office Holdings and possesses full legal control and authority over the operations of ~~Wells~~Signature ~~Core~~Office OP and ~~Wells~~Signature ~~Core~~Office Holdings. ~~In addition, Wells Core OP formed Wells Core REIT TRS, LLC ("Wells Core TRS"), a wholly owned subsidiary organized as a Delaware corporation, on December 13, 2011 (see Note 2).~~ References to ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT herein shall include ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT and ~~all~~its subsidiaries ~~of Wells Core Office Income REIT~~, including ~~Wells~~Signature ~~Core~~Office OP, ~~Wells~~Signature ~~Core~~Office Holdings ~~and Wells Core TRS~~, unless stated otherwise.

OnSignature ~~June 10, 2010, Wells Core~~ Office ~~Income~~ REIT ~~commenced~~operates ~~its~~a ~~initial~~diversified ~~public~~portfolio ~~offering~~ of upcommercial toreal ~~230,000,000~~estate ~~shares~~consisting of ~~common stock (the "Initial Offering") pursuant to a Registration Statement filed on Form S~~high-~~11 under the Securities Act of 1933~~quality, asincome-generating ~~amended~~office ~~(the~~properties ~~"Securities~~located ~~Act"), with 30,000,000 of those shares being offered through the Wells Core Office Income REIT Distribution Reinvestment Plan ("DRP"). Under the Initial Offering, shares of common stock~~ in the ~~primary~~United ~~offering~~States ~~were~~primarily ~~offered~~leased ~~at a price of $25.00 per share, with discounts available~~ to ~~certain~~creditworthy ~~categories of purchases, and DRP shares were offered at a price of $23~~companies.75 ~~per~~As ~~share. On September 29, 2010, Wells Core Office Income REIT received and accepted subscriptions under the Initial Offering equal to the minimum offering amount~~ of $2.5 million, at which point active operations commenced. On January 26, 2012, the board of directors of Wells Core Office Income REIT approved an extension of the termination date of the Initial Offering from June 10 30, ~~2012 to June 10~~2014, ~~2013.~~Signature ~~Effective June 10, 2013, Wells Core~~ Office ~~Income~~ REIT ~~ceased~~owned ~~offering~~13 ~~shares~~office inproperties ~~the~~consisting ~~primary offering~~ of ~~the~~approximately ~~Initial Offering~~2.6 Onmillion ~~June~~square 12, 2013, the unsold primary offering shares were deregistered, and on June 13, 2013, the registration of the shares issuable pursuant to the DRP was continued pursuant to a Registration Statement on Form S-3feet. As of ~~September~~June 30, ~~2013~~2014, ~~approximately~~these ~~29.0~~office ~~million~~properties ~~shares~~were ~~remain~~99.3% ~~available for sale under the DRP~~leased.

AsFrom ofJune ~~September 30,~~2010 through June 2013, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT ~~had~~ raised ~~offering~~equity proceeds ~~under~~through its initial public ~~offerings~~offering of(the ~~approximately~~"Initial ~~$520.2~~Offering") of 230 million ~~from~~shares ~~the~~of ~~sale~~common stock, of ~~approximately~~which ~~20.9~~30 million shares ofwere ~~common~~offered ~~stock.~~through ~~After~~a ~~deductions~~distribution ~~from~~reinvestment ~~such~~plan ~~gross~~("DRP"). ~~offering~~Signature ~~proceeds~~Office ~~for~~REIT ~~selling~~terminated ~~commissions~~the ~~and~~primary ~~dealer-manager~~portion ~~fees~~ of ~~approximately~~the ~~$46.6~~Initial ~~million,~~Offering ~~acquisition~~on ~~fees~~June of12, ~~$10~~2013.4 ~~million,~~Signature ~~and~~Office ~~other~~REIT ~~offering~~continued ~~expenses~~to ofraise ~~approximately~~equity ~~$10.3~~proceeds ~~million~~through the DRP through March 2014, ~~Wells~~after ~~Core~~which ~~Office~~the ~~Income~~DRP ~~REIT~~was ~~had~~terminated. Signature Office REIT raised aggregate net offering proceeds of approximately $~~452~~460.93 million, including net offering proceeds from the DRP of approximately $2229.05 million~~. As of September 30~~, ~~2013,~~ substantially all of ~~Wells~~which ~~Core Office Income REIT's net offering proceeds~~ have been invested in real properties and related assets.

From its inception through December 31, 2013, Signature Office REIT operated as an externally advised REIT pursuant to an advisory agreement, under which Wells Core Office Income REIT ~~operates~~Advisory Services, LLC (the "Advisor"), a ~~diversified~~subsidiary ~~portfolio~~of Wells Real Estate Funds, Inc. ("WREF"), performed certain key functions on behalf of ~~commercial~~Signature ~~real~~Office ~~estate~~REIT, ~~consisting~~including, ~~primarily~~among others, the investment of ~~high~~capital proceeds and management of day-~~quality~~to-day operations. The advisory agreement, ~~income-generating~~as ~~office~~amended ~~properties~~and ~~located~~restated in(the "Revised Advisory Agreement"), was effective beginning on June 11, 2013 and replaced the ~~United~~previous ~~States~~agreement between Signature Office REIT and ~~leased~~the toAdvisor ~~creditworthy~~in ~~companies.~~effect Asthrough ofJune ~~September 30~~10, 2013 (the "Original Advisory Agreement"). The Advisor contracted with Wells Capital, Inc. ("Wells ~~Core~~Capital") ~~Office~~and ~~Income~~Wells ~~REIT~~Management Company, Inc. ("Wells Management"), also wholly owned 13subsidiaries ~~office~~of ~~properties~~WREF, ~~consisting~~to engage their employees to carry out, among others, the key functions enumerated above on behalf of ~~approximately~~Signature 2Office REIT.6 ~~million~~On ~~square~~December ~~feet~~31, 2013, Signature Office REIT terminated the Revised Advisory Agreement and became a self-managed company on January 1, 2014 (the "Self-Management Transition Date"). As a result, management of ~~September~~day-to-day operations (except for certain investor services) is now performed by employees of Signature Office REIT. Contemporaneous with the termination of the Revised Advisory Agreement, Signature Office REIT entered into a Transition Services Agreement (the "TSA") with WREF for the period from January 1, 2014 through June 30, 2014 pursuant to which WREF and its affiliates provided certain consulting, support and transitional services (as set forth in the TSA) to Signature Office REIT at its direction in order to facilitate its successful transition to self-management. On June 30, ~~2013~~2014, ~~these~~Signature ~~office~~Office ~~properties~~REIT ~~were~~entered ~~99%~~into ~~leased~~the first amendment to the TSA with WREF (the "TSA Amendment") in order to extend the expiration date of the TSA as it relates to certain transfer agent and client services functions from June 30, 2014 to September 30, 2014. For additional details about Signature Office REIT's transition to self-management and the TSA, please refer to Note 8.

~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's ~~operates~~stock asis annot ~~externally~~listed ~~advised~~on ~~REIT~~a ~~pursuant~~national tosecurities anexchange. ~~advisory agreement~~However, asSignature ~~amended~~Office ~~and~~REIT's ~~restated~~charter ~~(the~~requires ~~"Revised~~that ~~Advisory~~in ~~Agreement"),~~the ~~under~~event ~~which~~that ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's ~~Advisory~~stock ~~Services,~~is ~~LLC~~not ~~(the~~listed ~~"Advisor"),~~on a ~~wholly~~national ~~owned~~securities ~~subsidiary~~exchange ofby ~~Wells~~July ~~Real Estate Funds~~31, ~~Inc. ("WREF")~~2020, ~~performs~~Signature ~~certain key functions on behalf of Wells Core~~ Office ~~Income~~ REIT, ~~including,~~must ~~among~~either ~~others,~~seek ~~the~~stockholder ~~investment~~approval ofto ~~capital~~extend ~~proceeds~~or ~~and~~amend ~~management~~this oflisting ~~day-to-day~~deadline ~~operations.~~or ~~The~~seek ~~Revised~~stockholder ~~Advisory~~approval ~~Agreement~~to ~~was~~begin ~~effective beginning~~liquidating oninvestments ~~June 11, 2013~~ and ~~replaced~~distributing the ~~previous~~resulting ~~agreement~~proceeds ~~between~~to ~~Wells Core Office Income REIT and~~ the ~~Advisor in effect through June 10, 2013 (the "Original Advisory Agreement")~~stockholders. ~~The~~If ~~Advisor has contracted with Wells Capital, Inc. ("Wells Capital") and Wells Management Company, Inc. ("Wells Management"), also wholly owned subsidiaries of WREF,~~

Table of Contents

toSignature ~~engage~~Office ~~their~~REIT ~~employees~~seeks stockholder approval to ~~carry~~extend ~~out,~~or ~~among~~amend ~~others~~this listing date and does not obtain it, ~~the~~Signature ~~key~~Office ~~functions~~REIT ~~enumerated~~would ~~above~~then onbe ~~behalf~~required ofto ~~Wells~~seek ~~Core~~stockholder approval to liquidate. In this circumstance, if Signature Office ~~Income~~REIT seeks and does not obtain approval to liquidate, Signature Office REIT. would not be required to list or liquidate and could continue to operate indefinitely as an unlisted company.

Wells Core Office Income REIT's stock is not listed on a national securities exchange. However, Wells Core Office Income REIT's charter requires that in the event that Wells Core Office Income REIT's stock is not listed on a national securities exchange by July 31, 2020, Wells Core Office Income REIT must either seek stockholder approval to extend or amend this listing deadline or seek stockholder approval to begin liquidating investments and distributing the resulting proceeds to the stockholders. If Wells Core Office Income REIT seeks stockholder approval to extend or amend this listing date and does not obtain it, Wells Core Office Income REIT would then be required to seek stockholder approval to liquidate. In this circumstance, if Wells Core Office Income REIT seeks and does not obtain approval to liquidate, Wells Core Office Income REIT would not be required to list or liquidate and could continue to operate indefinitely as an unlisted company.


2.	Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT have been prepared in accordance with the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by U.S. generally accepted accounting principles ("GAAP") for complete financial statements. In the opinion of management, the statements for these unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. Results for these interim periods are not necessarily indicative of a full year's results.

~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT owns a controlling financial interest in ~~Wells~~Signature ~~Core~~Office OP, ~~Wells Core Holdings~~ and ~~Wells~~Signature ~~Core~~Office ~~TRS~~Holdings and, accordingly, includes the accounts of these entities in its consolidated financial statements. The financial statements of ~~Wells~~Signature ~~Core~~Office OP, ~~Wells Core Holdings~~ and ~~Wells~~Signature ~~Core~~Office ~~TRS~~Holdings are prepared using accounting policies consistent with those used by ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT. All intercompany balances and transactions have been eliminated in consolidation.

For further information, refer to the financial statements and footnotes included in ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013.

Recent Accounting Pronouncements

In ~~February~~April ~~2013~~2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ~~2013~~2014-0208, ~~Comprehensive~~Reporting ~~Income~~Discontinued ~~Topic~~Operations ~~Reporting~~and Disclosures of ~~Amounts~~Disposals ~~Reclassified~~of ~~Out~~Components of ~~Accumulated~~an ~~Other~~Entity ~~Comprehensive Income~~ ("ASU ~~2013~~2014-0208"). ASU ~~2013~~2014-0208 ~~requires~~changes anthe ~~entity~~criteria for transactions that qualify to ~~disclose~~be ~~information~~reported ~~about~~as ~~the~~discontinued ~~amounts~~operations, ~~reclassified~~and ~~out~~enhances ofdisclosures ~~accumulated~~for ~~other~~transactions ~~comprehensive~~that ~~income~~meet bythe ~~component.~~new Incriteria ~~addition,~~in anthis ~~entity~~area. isASU ~~required~~2014-08 tolimits ~~disclose~~discontinued ~~significant~~operations ~~amounts~~reporting ~~reclassified~~to ~~out~~disposals of ~~accumulated~~components ~~other~~of ~~comprehensive~~an ~~income~~entity bythat ~~the~~represent strategic ~~respective~~shifts ~~line~~that ~~items~~have of(or ~~net~~will ~~income~~have) ifa major effect on the ~~amount~~entity’s ~~reclassified~~operations toand ~~net~~financial ~~income~~results. inASU ~~its~~2014-08 ~~entirety~~requires inexpanded ~~the~~disclosures ~~same~~for ~~reporting~~discontinued ~~period~~operations isincluding ~~required~~more ~~under~~information ~~GAAP.~~about ~~For~~the ~~amounts~~assets, ~~that~~liabilities, ~~are~~revenues, ~~not~~and ~~required~~expenses ~~under~~of ~~GAAP~~discontinued tooperations. beASU ~~reclassified~~2014-08 inalso ~~their~~requires ~~entirety~~an entity to ~~net~~disclose ~~income,~~the anpretax ~~entity~~profit isor ~~required~~loss toof ~~cross-reference~~an toindividually ~~other~~significant ~~disclosures~~component ~~required~~of ~~under~~an ~~GAAP~~entity that ~~provide~~does ~~additional~~not ~~detail~~qualify ~~about~~for ~~those~~discontinued ~~amounts~~operations reporting. ASU ~~2013~~2014-0208 ~~was~~is effective for ~~Wells~~the ~~Core~~period ~~Office~~beginning ~~Income~~on January 1, 2015; however, early adoption is permitted. Signature Office REIT ~~for~~adopted the ~~period~~amendments ~~beginning~~in onASU 2014-08 effective January 1, ~~2013~~2014; however, Signature Office REIT did not dispose of any real estate assets during the six months ended June 30, 2014. The adoption of ASU ~~2013~~2014-0208 has not had a material impact on ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's financial statements or disclosures.

In ~~July~~May ~~2013~~2014, the FASB issued Accounting Standards Update ~~2013~~No. 2014-1009, ~~Derivatives~~Revenue ~~and~~from ~~Hedging~~Contracts ~~Topic~~with ~~Inclusion~~Customers of("ASU ~~the~~2014-09"). ~~Fed~~ASU ~~Funds~~2014-09 ~~Effective~~changes ~~Swap~~the ~~Rate~~criteria ~~(or~~for ~~Overnight~~the ~~Index~~recognition ~~Swap~~of ~~Rate)~~revenue asto adepict ~~Benchmark~~the ~~Interest~~transfer ~~Rate~~of ~~for~~promised ~~Hedge~~goods ~~Accounting~~or ~~Purposes~~services ~~("ASU~~to ~~2013-10").~~customers ~~ASU~~in ~~2013-10~~an ~~permits~~amount that reflects the ~~Fed~~consideration ~~Funds~~to ~~Effective~~which ~~Swap~~the ~~Rate~~entity ~~(or~~expects ~~Overnight~~to ~~Index~~be ~~Swap~~entitled ~~Rate)~~in toexchange befor ~~used~~those asgoods or services using a ~~U.S.~~five-step ~~benchmark~~determination ~~interest~~process. ~~rate~~The ~~for~~five-step ~~hedge~~process ~~accounting~~includes ~~purposes~~(i) ~~under~~identifying the ~~Derivatives~~contract ~~and~~with ~~Hedging~~a ~~Topic~~customer, (ii) identifying the performance obligations in ~~addition~~the tocontract, (iii) determining the ~~United~~transaction ~~States~~price, ~~Treasury~~(iv) ~~rate~~allocating ~~and~~the ~~London~~transaction ~~Interbank~~price ~~Offered~~to ~~Rate~~the performance obligations, and (~~"LIBOR"~~v) recognizing revenue as the entity satisfies a performance obligation. InLease ~~addition~~contracts are specifically excluded from ASU 2014-09; however, ~~the~~disposals ~~restriction~~of onreal ~~using~~estate ~~different~~assets ~~benchmark~~are ~~rates~~subject ~~for~~to ~~similar~~the ~~hedges~~derecognition isrequirements ~~removed~~included in ASU 2014-09. ASU ~~2013~~2014-1009 will be effective ~~prospectively~~ for ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT for ~~qualifying~~the ~~new~~period orbeginning ~~redesignated~~on ~~hedging~~January ~~relationships~~1, ~~entered~~2017, ~~into~~and onearly oradoption ~~after~~is ~~July~~not ~~17, 2013~~permitted. ~~The~~Signature ~~adoption~~Office ofREIT ~~ASU~~is ~~2013-10~~currently ~~has~~evaluating ~~not~~the ~~had~~impact athat ~~material~~the ~~impact~~adoption onof ~~Wells~~ASU ~~Core~~2014-09 ~~Office~~may ~~Income~~have ~~REIT~~on its financial statements or disclosures.

Table of Contents

In July 2013, the FASB issued Accounting Standards Update 2013-11, Income Taxes Topic Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). ASU 2013-11 requires an entity to present an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date or not intended to be used to settle any additional income taxes that would result in the disallowance of a tax position in which case the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 will be effective prospectively for Wells Core Office Income REIT for the period beginning on January 1, 2014. Wells Core Office Income REIT expects that the adoption of ASU 2013-11 will not have a material impact on its financial statements or disclosures.

Fair Value Measurements

~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT estimates the fair value of its assets and liabilities (where currently required under GAAP) consistent with the provisions of the accounting standard for fair value measurements and disclosures. Under this guidance, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures provides the following fair value technique parameters and hierarchy, depending upon availability:

Level 1 - Assets or liabilities valued based on quoted prices in active markets for identical assets or liabilities.

Level 2 - Assets or liabilities valued based on observable market data for similar instruments.

Level 3 - Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require.

Intangible Assets and Liabilities Arising from In-Place Leases where ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT is the Lessor

As of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT had the following gross intangible in-place lease assets and liabilities:

As of September 30, 2013

As of June 30, 2014

Intangible Lease Assets

Intangible Lease Origination Costs

Intangible Below-Market In-Place Lease Liabilities

Above-Market In-PlaceLease Assets

Absorption Period Costs

Gross

1413,~~046~~875,~~354~~997

52,~~450~~121,~~415~~682

2726,~~042~~942,~~225~~506

1,798,374

Accumulated Amortization

(46,~~761~~494,~~427~~396

)

(1217,~~427~~910,~~337~~328

)

(58,~~784~~413,~~621~~289

)

(~~407~~666,~~052~~735

)

Net

97,~~284~~381,~~927~~601

4034,~~023~~211,~~078~~354

2118,~~257~~529,~~604~~217

1,~~391~~131,~~322~~639

As of December 31, 2012

As of December 31, 2013

Intangible Lease Assets

Intangible Lease Origination Costs

Intangible Below-Market In-Place Lease Liabilities

Above-Market In-PlaceLease Assets

Absorption Period Costs

Gross

1413,~~046~~875,~~354~~997

52,~~657~~152,~~411~~745

2726,~~081~~942,~~019~~506

1,798,374

Accumulated Amortization

(35,~~010~~222,~~440~~847

)

(614,~~901~~071,~~920~~579

)

(36,~~176~~584,~~459~~549

)

(~~147~~493,~~370~~613

)

Net

118,~~035~~653,~~914~~150

4538,~~755~~081,~~491~~166

2320,~~904~~357,~~560~~957

1,~~651~~304,~~004~~761

Table of Contents

For the three months and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT recognized the following amortization of intangible lease assets and liabilities:

	Intangible Lease Assets				Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
	Above-Market In-PlaceLease Assets		Absorption Period Costs
For the three months ended September 30:
For the three months ended June 30:
2013	$	583,662	$	1,936,998	$	902,004	$	86,560
2014	$	686,382	$	2,009,372	$	954,096	$	86,561
2012	$	558,035	$	1,483,056	$	627,546	$	28,787
2013	$	583,663	$	1,851,190	$	872,448	$	86,561
For the nine months ended September 30:
For the six months ended June 30:
2013	$	1,750,987	$	5,732,413	$	2,646,956	$	259,682
2014	$	1,271,549	$	3,869,812	$	1,828,740	$	173,122
2012	$	1,511,865	$	3,759,746	$	1,654,895	$	86,360
2013	$	1,167,325	$	3,795,415	$	1,744,952	$	173,122

The remaining net intangible lease assets and liabilities as of ~~September~~June 30, ~~2013~~2014 will be amortized as follows:

	Intangible Lease Assets				Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
	Above-Market In-PlaceLease Assets		Absorption Period Costs
For the three months ending December 31, 2013	$	583,663	$	1,859,214	$	871,667	$	86,561
For the six months ending December 31, 2014	$	1,346,103	$	3,965,287	$	1,898,532	$	173,121
For the year ending December 31:
2014	2,315,385		7,373,870		3,482,213		346,243
2015	2,113,990		6,988,529		3,299,892		343,758
2015	2,196,627		7,133,636		3,363,366		343,758
2016	2,073,744		6,584,788		3,185,971		115,146
2016	2,149,989		6,698,359		3,245,704		115,146
2017	1,029,770		5,165,172		2,718,658		115,146
2017	1,106,015		5,278,743		2,778,391		115,146
2018	565,245		4,346,168		2,348,950		115,146
2018	641,489		4,459,738		2,408,683		115,146
2019	252,749		2,717,627		1,642,204		99,059
Thereafter	~~291,759~~—		74,~~219~~443,~~518~~783		53,~~107~~435,~~580~~010		~~269~~170,~~322~~263
Total	$	97,~~284~~381,~~927~~601	$	4034,~~023~~211,~~078~~354	$	2118,~~257~~529,~~604~~217	$	1,~~391~~131,~~322~~639
Weighted-Average Amortization Period	4 years		6 years		7 years		65 years

Investments in Development Authority Bonds and Obligations Under Capital Leases

In connection with the acquisition of the 64 & 66 Perimeter Center Buildings, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT has assumed investments in development authority bonds and corresponding obligations under capital leases of land and buildings totaling $115.0 million. The local development authority issued bonds to a developer to finance the renovation of these buildings, which were then leased back to the developer under a capital lease. This structure enabled the developer to receive property tax abatements over the concurrent terms of the development authority bonds and capital leases. The remaining property tax abatement benefits transferred to ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT upon assumption of the bonds and corresponding capital leases at acquisition. The development authority bonds and the obligations under the capital leases ~~are~~were both recorded at their net present values at the time of acquisition, which ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT believes approximate fair value. The related amounts of interest income and expense are recognized as earned in equal amounts and, accordingly, do not impact net income (loss).

Fair Value of Debt Instruments

~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT applied the provisions of the accounting standard for fair value measurements and disclosures in estimations of fair value of its debt instruments based on Level 2 assumptions. The fair values of its debt instruments were based on discounted cash flow analysis using the current market borrowing rates for similar types of borrowing

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~~of borrowing~~ arrangements as of the measurement dates (see Note 43 for additional information). The discounted cash flow method of assessing fair value results in a general approximation of value, and such value may never actually be realized.

Redeemable Common Stock

Under ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's share redemption program, as amended (the "Amended SRP"), the decision to honor redemptions, subject to certain plan requirements and limitations, ~~falls~~fell outside the control of ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT. AsPrior ato ~~result~~the termination of the Amended SRP effective April 30, ~~Wells~~2014, ~~Core~~Signature Office ~~Income~~ REIT ~~records~~recorded redeemable common stock in the temporary equity section of its consolidated balance sheet. ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's Amended SRP ~~currently~~required ~~requires~~Signature ~~Wells Core~~ Office ~~Income~~ REIT to honor redemption requests made within two years following a stockholder's death, qualifying disability or qualification for federal assistance in connection with the payment of costs of confinement to a long-term care facility, of a stockholder, subject to certain limitations. ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's capacity to honor redemptions iswas limited to the lesser of (i) the amount of net proceeds raised under the DRP during the immediately preceding 12-month period, or (ii) 5% of the weighted-average numbers of shares outstanding in the immediately preceding 12-month period. Accordingly, as of ~~September~~December 3031, 2013, redeemable common stock iswas measured at an amount equal to the net proceeds raised under the DRP less amounts redeemed during the immediately preceding 12-month period. ~~(see~~As a result of the termination of the Amended SRP, effective April 30, 2014, no amounts were recorded as temporary equity as of June 30, 2014. See Note 76 for additional information).

Interest Rate Swaps

~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT has entered into an interest rate swap contract (see Note 54 for additional information), and may enter into future interest rate swap contracts, to hedge its exposure to changing interest rates on variable rate debt instruments. ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT does not enter into derivative or interest rate transactions for speculative purposes; however, certain of its derivatives may not qualify for hedge accounting treatment. ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT records the fair value of its interest rate swap either as prepaid expenses and other assets or as accounts payable and accrued expenses. Changes in the fair value of the effective portion of interest rate swaps that are designated as cash flow hedges are recorded as other comprehensive income (loss), while changes in the fair value of the ineffective portion of a hedge, if any, is recognized in earnings. Changes in the fair value of interest rate swaps that do not qualify for hedge accounting treatment, if any, are recorded as gain (loss) on interest rate swaps. Amounts received or paid under interest rate swap agreements are recorded as interest expense for contracts that qualify for hedge accounting treatment and as gain (loss) on interest rate swaps for contracts that do not qualify for hedge accounting treatment.

~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT applied the provisions of the accounting standard for fair value measurements and disclosures in recording its interest rate swap at fair value. The fair value of the interest rate swap, classified under Level 2, was determined using a third-party proprietary model that is based on prevailing market data for contracts with matching durations, current and anticipated LIBOR information, and reasonable estimates about relevant future market conditions.

Income Taxes

~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), and has operated as such beginning with its taxable year ended December 31, 2010. To qualify as a REIT, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its REIT taxable income, as defined by the Code, to its stockholders. As a REIT, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT generally will not be subject to federal income tax on taxable income it distributes to stockholders. If ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT fails to qualify as a REIT in any taxable year, it will then be subject to federal and state income taxes on its taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service ("IRS") grants ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT relief under certain statutory provisions.

~~Wells~~Signature ~~Core~~ Office ~~Income~~REIT may perform certain additional, noncustomary services for tenants of its buildings through taxable REIT ~~has~~subsidiaries; ~~elected~~however, any earnings related to ~~treat~~such ~~Wells~~services ~~Core~~are ~~TRS~~subject to federal and state income taxes. In addition, for Signature Office REIT to continue to qualify as a ~~taxable~~REIT, Signature Office REIT ~~subsidiary.~~must ~~Wells~~limit ~~Core~~its ~~Office~~investments ~~Income~~in taxable REIT ~~may~~subsidiaries ~~perform~~to ~~certain~~25% ~~additional,~~of ~~noncustomary~~the ~~services~~value ~~for~~of ~~tenants~~the total assets of ~~its~~Signature ~~buildings~~Office ~~through~~REIT. ~~Wells~~On ~~Core~~December 13, 2011,

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~~TRS;~~Signature ~~however,~~Office ~~any~~OP ~~earnings~~formed ~~related~~Wells toCore ~~such~~REIT ~~services~~TRS, LLC ~~are~~("TRS"), ~~subject~~a towholly ~~federal~~owned ~~and~~subsidiary ~~state~~organized ~~income~~as ~~taxes~~a Delaware corporation. InThrough ~~addition~~December 31, ~~for~~2013, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT toelected ~~continue~~ to ~~qualify~~treat TRS as a ~~REIT,~~taxable ~~Wells Core Office Income~~ REIT ~~must~~subsidiary. ~~limit~~On ~~its~~December ~~investments~~9, in2013, ~~taxable~~Signature Office REIT ~~subsidiaries~~elected to ~~25%~~treat ofTRS ~~the~~as ~~value~~a ofdisregarded ~~the~~entity, ~~total~~effective ~~assets~~January of1, ~~Wells Core Office Income REIT~~2014.

Deferred tax assets and liabilities represent temporary differences between the financial reporting basis and the tax basis of assets and liabilities based on the enacted rates expected to be in effect when the temporary differences reverse. Deferred tax expense or benefits are recognized in the financial statements according to the changes in deferred tax assets or liabilities between years. Valuation allowances are established to reduce deferred tax assets when it becomes more likely than not that such assets, or portions thereof, will not be realized. No provision for federal income taxes has been made in the accompanying consolidated financial statements, other than the provision relating to ~~Wells Core~~ TRS, as ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT has made distributions in excess of taxable income for the periods presented.

~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT is subject to certain state and local taxes related to property operations in certain locations, which have been provided for in the accompanying consolidated financial statements. ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT records interest and penalties related to uncertain tax positions as general and administrative expense in the accompanying consolidated statements of operations.

~~Reclassifications~~3. Line of Credit and Notes Payable

~~Certain~~As ~~prior~~of ~~period amounts~~June 30, as2014 ~~reported~~and December 31, ~~have~~2013, ~~been~~Signature ~~reclassified~~Office toREIT ~~conform~~had ~~with~~ the ~~current~~following ~~period~~indebtedness ~~financial statement presentation.~~ outstanding:

3. Real Estate Acquisitions



	Outstanding Balance as of
Facility	June 30, 2014		December 31, 2013
Signature Revolving Facility	$	62,900,000	$	42,500,000
Signature Term Loan	100,000,000		100,000,000
Technology Way Loan	—		24,900,000
Total indebtedness	$	162,900,000	$	167,400,000

~~Pro~~Signature ~~Forma~~Unsecured ~~Financial~~Debt ~~Information for Real Estate Acquisitions~~Facility

~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT ~~did~~is ~~not~~a ~~acquire~~party ~~any~~to ~~real~~an ~~properties~~unsecured ~~during~~credit facility (the ~~nine~~"Signature ~~months~~Unsecured ~~ended~~Debt ~~September 30,~~Facility") ~~2013.~~with ~~Wells~~a ~~Core~~syndicate ~~Office~~of ~~Income~~banks ~~REIT~~led ~~acquired~~by ~~the~~Regions ~~South~~Bank ~~Lake~~("Regions"), ~~Building~~U.S. onBank ~~March~~National 22Association ("U.S. Bank"), ~~2012~~and JPMorgan Chase Bank, N.A. ("JPMorgan"). Under the ~~Four~~Signature ~~Parkway~~Unsecured ~~North~~Debt ~~Building~~Facility, onSignature ~~July~~Office 2,REIT ~~2012,~~may ~~the~~borrow ~~2275~~up ~~Cabot~~to ~~Drive~~a ~~Building~~total onof ~~September~~$300 5,million ~~2012~~(the "Facility Amount"), ~~the~~subject ~~4650~~to ~~Lakehurst~~availability. ~~Court~~The ~~Building~~Facility onAmount ~~December~~is 7,comprised ~~2012,~~of ~~and~~a revolving credit facility in an amount up to $200 million (the 64"Signature &Revolving 66Facility") ~~Perimeter~~and ~~Center~~a ~~Buildings~~term onloan ~~December~~facility ~~28,~~in ~~2012~~an ~~(collectively,~~amount up to $100 million (the "~~2012~~Signature ~~Acquisitions~~Term Loan"). The ~~following~~Signature ~~unaudited~~Revolving ~~pro~~Facility ~~forma~~and ~~information~~the ~~presented~~Signature ~~for~~Term ~~the~~Loan ~~three~~will ~~months~~be due and ~~nine~~payable ~~months~~in ~~ended~~full on September 30 26, ~~2012~~2015 ~~has~~and ~~been~~September ~~presented~~26, ~~for~~2017, ~~Wells~~respectively, ~~Core~~subject ~~Office~~to ~~Income~~certain ~~REIT~~extension tooptions. ~~give~~The ~~effect~~proceeds toof the ~~2012~~Signature ~~Acquisitions~~Unsecured asDebt ifFacility ~~the~~may ~~acquisitions~~be ~~occurred~~used onby ~~January 1~~Signature Office REIT to acquire properties and for working capital, ~~2012~~capital expenditures and other general corporate purposes. ~~This~~ ~~unaudited~~Draws ~~pro~~under ~~forma~~the ~~financial~~Signature ~~information~~Unsecured Debt Facility are supported by properties directly owned by the Signature Office REIT's subsidiaries that Signature Office REIT has ~~been~~elected ~~prepared~~to ~~for~~add ~~informational~~to ~~purposes~~the ~~only~~borrowing ~~and~~base. isThese borrowing base properties are not ~~necessarily~~available ~~indicative~~to ofbe ~~future~~used ~~results~~as orcollateral offor ~~actual~~any ~~results~~other ~~that~~debt ~~would~~arrangements. ~~have~~Proceeds ~~been~~from ~~achieved~~the ~~had~~Signature Revolving Facility were used to repay the ~~acquisitions~~Technology ~~been~~Way ~~consummated~~Loan in full upon its maturity on ~~January 1~~June 27, ~~2012~~2014.

	Three months ended September 30, 2012			Nine months ended September 30, 2012
Revenues	$	17,104,528		$	50,676,642
Net loss	$	(2,247,884	)	$	(5,938,197	)
Per-share net loss – basic and diluted	$	(0.11	)	$	(0.29	)
Weighted-average common shares outstanding – basic and diluted	20,383,204			20,383,204

The Signature Unsecured Debt Facility contains certain restrictive covenants. As of June 30, 2014, Signature Office REIT believes it was in compliance with all financial covenants of its outstanding debt obligations.

~~4. Lines~~Fair Value of ~~Credit~~Outstanding ~~and Notes Payable~~Debt

As of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, ~~Wells~~the ~~Core~~fair value of Signature Office ~~Income~~REIT's total indebtedness approximated its carrying value. Signature Office REIT ~~had~~estimated the ~~following~~fair ~~indebtedness~~values ~~outstanding:~~of its debt instruments based on discounted cash flow analysis using the current incremental borrowing rates for similar types of borrowing arrangements obtained from multiple market participants as of the respective reporting dates. The discounted cash flow method of assessing fair value results in a general approximation of value, and such value may never actually be realized.

	Outstanding Balance as of
Facility	September 30, 2013		December 31, 2012
Wells Core Revolving Facility	$	41,500,000	$	96,000,000
Wells Core Term Loan	100,000,000		100,000,000
Technology Way Loan	24,900,000		24,900,000
Total indebtedness	$	166,400,000	$	220,900,000

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Wells Core Unsecured Debt Facility

Wells Core Office Income REIT is a party to an unsecured credit facility (the "Wells Core Unsecured Debt Facility") with a syndicate of banks led by Regions Bank ("Regions"), U.S. Bank National Association ("U.S. Bank"), and JPMorgan Chase Bank, N.A. ("JPMorgan"). Under the Wells Core Unsecured Debt Facility, Wells Core Office Income REIT may borrow up to a total of $300 million (the "Facility Amount"), subject to availability. The Facility Amount is comprised of a revolving credit facility in an amount up to $200 million (the "Wells Core Revolving Facility") and a term loan facility in an amount up to $100 million (the "Wells Core Term Loan"). The Wells Core Revolving Facility and the Wells Core Term Loan will be due and payable in full on September 26, 2015 and September 26, 2017, respectively, subject to certain extension options. The proceeds of the Wells Core Unsecured Debt Facility may be used by Wells Core Office Income REIT to acquire properties and for working capital, capital expenditures and other general corporate purposes. Draws under the Wells Core Unsecured Debt Facility are supported by properties directly owned by the Wells Core Office Income REIT's subsidiaries that Wells Core Office Income REIT has elected to add to the borrowing base. These borrowing base properties are not available to be used as collateral for any other debt arrangements.

Wells Core Office Income REIT also had standby letters of credit outstanding of $18.7 million at December 31, 2012, which reduced the availability of funds under the Wells Core Revolving Facility. The outstanding letters of credit were for the benefit of State Farm Mutual Auto Insurance, Co. related to tenant improvement obligations under its lease at the 64 & 66 Perimeter Center Buildings. None of the letters of credit were recorded as a liability on the consolidated balance sheets, and all letters of credit had expired as of September 30, 2013 pursuant to the terms of the respective lease agreements.

The Wells Core Unsecured Debt Facility contains certain restrictive covenants. As of September 30, 2013, Wells Core Office Income REIT believes it was in compliance with all restrictive covenants of its outstanding debt obligations.

Fair Value of Outstanding Debt

As of September 30, 2013, Wells Core Office Income REIT's total indebtedness approximated fair value. The estimated fair value of Wells Core Office Income REIT's total indebtedness as of December 31, 2012 was approximately $226.6 million. Wells Core Office Income REIT estimated the fair values of its debt instruments based on discounted cash flow analysis using the current incremental borrowing rates for similar types of borrowing arrangements obtained from multiple market participants as of the respective reporting dates. The discounted cash flow method of assessing fair value results in a general approximation of value, and such value may never actually be realized.

Weighted-Average Interest Rate and Interest Paid

As of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, the weighted-average interest rate on ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's outstanding debt, after consideration of the interest rate swap, was approximately 2.2418% and 2.8322%, respectively. ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT made the following interest payments on its borrowings:

	Three Months Ended				~~Nine~~Six Months Ended
	September 30,				September 30,
	June 30,				June 30,
	2013		2012		2013		2012
	2014		2013		2014		2013
Lines of credit	$	370,627	$	1,222,562	$	1,477,821	$	3,290,127
Signature Revolving Facility	$	342,748	$	529,776	$	688,770	$	1,107,194
Wells Core Term Loan	481,389		—		1,426,028		—
Signature Term Loan	456,667		489,972		915,039		944,639
Mortgage notes payable	139,438		279,251		416,962		783,851
Technology Way Loan	175,683		140,105		271,403		277,524
	$	~~991~~975,~~454~~098	$	1,~~501~~159,~~813~~853	$	31,~~320~~875,~~811~~212	$	42,~~073~~329,~~978~~357

No interest was capitalized during the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013.

4. Interest Rate Swap

Signature Office REIT entered into an interest rate swap agreement with JPMorgan on September 26, 2012, to hedge its exposure to changing interest rates on $75.0 million of the Signature Term Loan (the "Interest Rate Swap"). The Interest Rate Swap was effective as of September 26, 2013 and matures on September 26, 2017. Under the terms of the Interest Rate Swap, Signature Office REIT pays interest at a fixed rate of 0.891% per annum and receives LIBOR-based interest payments from JPMorgan on a notional amount of $75.0 million. Beginning September 26, 2013, the Interest Rate Swap effectively fixed the interest rate on $75.0 million of the Signature Term Loan at 0.891% plus a margin of 1.65% to 2.40%, based on Signature Office REIT's then current leverage ratio.

The following table provides additional information related to the Interest Rate Swap as of June 30, 2014 and December 31, 2013:



		Estimated Fair Value as of
Instrument Type	Balance Sheet Classification	June 30, 2014		December 31, 2013
Derivatives designated as hedging instruments:
Interest rate swap	Prepaid expenses and other assets	$	231,025	$	642,976

During the three months and six months ended June 30, 2014 and 2013, Signature Office REIT recorded the following amounts related to the Interest Rate Swap:



	Three months ended June 30,					Six months ended June 30,
	2014			2013		2014			2013
Market value adjustment to interest rate swap designated as a hedging instrument and included in other comprehensive income	$	(406,943	)	$	1,246,126	$	(411,951	)	$	1,340,357
Previously recorded loss reclassified from accumulated other comprehensive income into interest expense	$	(140,481	)	$	—	$	(276,729	)	$	—

Signature Office REIT estimates that approximately $450,000 will be reclassified from accumulated other comprehensive income to interest expense over the next 12 months. During the periods presented, there was no hedge ineffectiveness on the Interest Rate Swap required to be recognized in earnings, and there were no derivative instruments that did not qualify for hedge accounting treatment.

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5. ~~Interest~~Commitments ~~Rate~~and ~~Swap~~Contingencies

On September 26, 2012, Wells Core Office Income REIT entered into an interest rate swap agreement with JPMorgan to hedge its exposure to changing interest rates on $75.0 million of the Wells Core Term Loan (the "Interest Rate Swap"). The Interest Rate Swap was effective as of September 26, 2013 and matures on September 26, 2017. Under the terms of the Interest Rate Swap, Wells Core Office Income REIT pays interest at a fixed rate of 0.891% per annum and receives LIBOR-based interest payments from JPMorgan on a notional amount of $75.0 million. Beginning September 26, 2013, the Interest Rate Swap effectively fixed the interest rate on $75.0 million of the Wells Core Term Loan at 0.891% plus a margin of 1.65% to 2.40%, based on Wells Core Office Income REIT's then current leverage ratio.

The following table provides additional information related to Wells Core Office Income REIT's interest rate swap as of September 30, 2013 and December 31, 2012:

		Estimated Fair Value as of
Instrument Type	Balance Sheet Classification	September 30, 2013		December 31, 2012
Derivatives designated as hedging instruments:
Interest rate swap	Prepaid expenses and other assets (Accounts payable and accrued expenses)	$	463,244	$	(353,515	)

During the three months and nine months ended September 30, 2013 and 2012, Wells Core Office Income REIT recorded the following amounts related to the interest rate swap:

	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
Market value adjustment to interest rate swap designated as a hedging instrument and included in other comprehensive income	$	(523,598	)	$	(265,347	)	$	816,759		$	(265,347	)
Previously recorded loss reclassified from accumulated other comprehensive income into interest expense	$	(7,406	)	$	—		$	(7,406	)	$	—

Wells Core Office Income REIT estimates that approximately $526,000 will be reclassified from accumulated other comprehensive loss to interest expense over the next 12 months. During the periods presented, there was no hedge ineffectiveness on the Interest Rate Swap required to be recognized in earnings, and there were no derivative instruments that did not qualify for hedge accounting treatment.

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6. Commitments and Contingencies

Obligations Under Capital Leases

The 64 & 66 Perimeter Center Buildings are subject to capital leases of land and buildings. Each of these obligations is completely offset by the principal balances and corresponding interest receivable from related investments in development authority bonds, which mature in 2027. The required payments under the terms of the leases are as follows as of ~~September~~June 30, ~~2013~~2014:

For the three months ending December 31, 2013	$	1,725,000
For the six months ending December 31, 2014	$	3,450,000
For the year ending December 31:
2014	6,900,000
2015	6,900,000
2016	6,900,000
2017	6,900,000
2018	6,900,000
Thereafter	171,925,000
2019	6,900,000
	208,150,000
Thereafter	165,025,000
Amounts representing interest	(93,150,000		)
	202,975,000
Amounts representing interest	(87,975,000		)
Total	$	115,000,000

Commitments Under Existing Lease Agreements

Certain lease agreements include provisions that, at the option of the tenant, may obligate Signature Office REIT to expend capital to expand an existing property or provide other expenditures for the benefit of the tenant, including the following:



Building	Tenant	Tenant Allowance Obligations as of June 30, 2014⁽¹⁾
Westway One Building	Cameron Solutions	$142,068

⁽¹⁾ Represents tenant allowance obligations required by certain lease agreements that are not accrued as of June 30, 2014.

Litigation

From time to time, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT is party to legal proceedings that arise in the ordinary course of its business. Management makes assumptions and estimates concerning the likelihood and amount of any reasonably possible loss relating to these matters using the latest information available. ~~Wells~~ Signature ~~Core~~ Office ~~Income~~ REIT records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT discloses the nature and estimate of the possible loss of the litigation. ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote. ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT is not currently involved in any legal proceedings for which the outcome is expected to have a material effect on the results of operations or financial condition of ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT. ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT is not aware of any legal proceedings contemplated by governmental authorities.

~~7. Share~~ ~~Redemption Program~~17

OnTable ~~August 22, 2013, Wells Core Office Income REIT's board~~ of directors amended and restated the share redemption program, referred to as the Amended SRP. The Amended SRP provides that, for the period from August 22, 2013 through August 22, 2014, Wells Core Office Income REIT will not redeem shares of its common stock on any day to the extent that such redemptions would cause the amount of Ordinary Redemptions (defined below) during the 12-month period ending on such day to exceed 70% of the net proceeds from the sale of shares of Wells Core Office Income REIT's common stock pursuant to its DRP during the same 12-month period. An Ordinary Redemption is any redemption of shares that is not sought within two years of a stockholder's death or qualifying disability or in connection with a stockholder (or a stockholder's spouse) qualifying for federal assistance for confinement to a long-term care facility. For Ordinary Redemptions requested after August 22, 2014, Wells Core Office Income REIT will not redeem shares of its common stock on any day to the extent that such redemptions would cause the amount of Ordinary Redemptions during the 12-month period ending on such day to exceed 50% of the net proceeds from sales pursuant Contents

6. Stockholders' Equity

Share Redemption Program

The board of directors of Signature Office REIT previously adopted a share redemption program, or the Amended SRP, which was amended and restated on August 22, 2013. The Amended SRP allowed stockholders who held their shares for more than one year to sell their shares back to Signature Office REIT, subject to certain limitations and penalties. The Amended SRP was terminated effective April 30, 2014. All redemption requests submitted prior to the termination of the Amended SRP were subject to the limits on the dollar value and number of shares that could be redeemed under the terms of the Amended SRP. In April 2014, requests for redemption of shares that were not sought within two years of a stockholder's death or qualifying disability or in connection with a stockholder (or a stockholder's spouse) qualifying for federal assistance for confinement to a long-term care facility ("Ordinary Redemptions") exceeded the limits of the Amended SRP and, as such, were prorated pursuant to the terms of the Amended SRP at a rate of approximately 7.0%. As of April 30, 2014, approximately 141,424 shares of Signature Office REIT's common stock were tendered for redemption and not redeemed as a result of the limit on the dollar value of shares that may be redeemed under the terms of the Amended SRP. These shares tendered for redemption that could not be redeemed prior to the termination of the Amended SRP on April 30, 2014 are no longer held in queue for redemption at a later date under the Amended SRP or otherwise.

As of June 30, 2014 and December 31, 2013, approximately $17.0 million, or 739,031 shares, and $14.2 million, or 611,580 shares, respectively, of Signature Office REIT's common stock had been redeemed.

7. Supplemental Disclosures of Noncash Activities

Outlined below are significant noncash investing and financing transactions for the six months ended June 30, 2014 and 2013, respectively:



	Six Months Ended
	June 30,
	2014			2013
Commissions on stock sales and related dealer-manager fees due to affiliate	$	—		$	6,129
Market value adjustment to interest rate swap that qualifies for hedge accounting treatment	$	(411,951	)	$	1,340,357
Accrued capital expenditures and deferred lease costs	$	39,000		$	275,594
Discounts applied to issuance of common stock under primary offering	$	—		$	39,017
Discounts applied to issuance of common stock under DRP	$	196,624		$	356,483
(Decrease) increase in redeemable common stock	$	(3,988,217	)	$	2,643,154

8. Related-Party Transactions

Transition Services Agreement

On January 1, 2014, Signature Office REIT entered into the TSA with WREF for the period from January 1, 2014 through June 30, 2014, pursuant to which WREF and its affiliates provided certain consulting, support and transitional services (as set forth in the TSA) to Signature Office REIT at the direction of Signature Office REIT in order to facilitate its successful transition to self-management.

In exchange for the services provided by WREF under the TSA, Signature Office REIT paid WREF a monthly consulting fee of $51,267 (the "Consulting Fee"). In addition to the Consulting Fee, Signature Office REIT paid directly or reimbursed WREF for any third-party expenses paid or incurred by WREF and its affiliates on behalf of Signature Office REIT in connection with the services provided pursuant to the TSA; provided, however, that (1) WREF obtained written approval from Signature Office REIT prior to incurring any third-party expenses for the account of, or reimbursable by, Signature Office REIT and (2) Signature Office REIT was not required to reimburse WREF for any administrative service expenses, including WREF's overhead, personnel costs and costs of goods used in the

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toperformance of services under the ~~DRP~~TSA. ~~during~~In addition, the ~~same~~TSA ~~12-month~~also ~~period. The~~provided ~~other~~that ~~terms~~WREF provide Signature Office REIT a portion of the ~~share~~office ~~redemption~~space ~~program~~currently ~~remain~~used ~~unchanged~~and occupied by WREF (the ~~Amended~~"Office ~~SRP~~Space") for the period from January 1, 2014 to June 30, 2014 in exchange for monthly rent of $4,552.

AsOn ofJune ~~September~~ 30, ~~2013 and December 31~~2014, ~~2012,~~Signature ~~approximately~~Office ~~$11.9~~REIT ~~million,~~entered orinto ~~511,474~~the ~~shares,~~TSA ~~and~~Amendment ~~$4.3~~in ~~million,~~order orto ~~177,246~~extend ~~shares,~~the ~~respectively,~~expiration date of ~~Wells~~the ~~Core~~TSA ~~Office~~as ~~Income~~it ~~REIT's~~relates ~~common~~to ~~stock~~certain ~~had~~transfer ~~been~~agent ~~redeemed.~~and Asclient ofservices functions from June 30, 2014 to September 30, ~~2013~~2014. Pursuant to the TSA Amendment, ~~all~~WREF ~~eligible~~and ~~shares~~its ~~tendered~~affiliates will continue to provide support for ~~redemption~~the ~~had~~transfer ~~been~~agent ~~redeemed.~~and Asclient ofservices ~~December 31,~~functions ~~2012, approximately~~(as set forth in the TSA Amendment) to Signature Office REIT in exchange for a monthly consulting fee of $816,~~800,~~500 or(the ~~3,596~~"Amended ~~shares,~~Consulting ofFee"). ~~Wells~~All ~~Core~~other ~~Office~~transitional ~~Income~~services ~~REIT's~~described ~~common~~in ~~stock~~the ~~was~~TSA ~~tendered~~expired ~~for~~on ~~redemption~~June ~~and~~30, is2014, ~~included~~in accordance with its terms. The TSA Amendment will remain in ~~accounts~~effect ~~payable~~until ~~and~~September ~~accrued~~30, ~~expenses~~2014, unless otherwise terminated in accordance with the ~~accompanying~~terms ~~consolidated~~of ~~balances~~the ~~sheets~~TSA.

~~8. Supplemental~~Corporate ~~Disclosures~~Office ofLease ~~Noncash Activities~~Agreement

~~Outlined~~Effective ~~below~~June ~~are~~27, ~~significant~~2014, ~~noncash~~Signature ~~investing~~Office REIT entered into an agreement with Wells REF - 6200 The Corners Parkway Owner, LLC, a subsidiary of WREF, to lease 4,221 square feet, or approximately 3%, of an office building located in Norcross, Georgia and ~~financing~~owned ~~transactions~~by ~~for~~WREF (the ~~nine~~"6200 ~~months~~The ~~ended~~Corners ~~September 30~~Parkway Building") to serve as Signature Office REIT's corporate headquarters. This lease does not indicate any other business relationship between WREF and Signature Office REIT except one of a landlord and tenant. The 41-month lease is expected to commence in August 2014. Following a five-month rental abatement period, ~~2013~~annual base rent per square foot will be $17.00 with an annual rent escalation of 3%. In addition to annual base rent, Signature Office REIT is required to reimburse WREF for its pro rata share of all operating costs and ~~2012~~real estate taxes that exceed the costs for the base year. Until the lease commences, ~~respectively:~~WREF will continue to provide Signature Office REIT the Office Space, pursuant to the TSA, at the current monthly rental rate of $4,552.

	Nine Months Ended
	September 30,
	2013			2012
Other liabilities assumed upon acquisition of properties	$	—		$	1,042,828
Commissions on stock sales and related dealer-manager fees due to affiliate	$	—		$	41,140
Other offering costs due to affiliate	$	—		$	31,936
Market value adjustment to interest rate swap that qualifies for hedge accounting treatment	$	816,759		$	(265,347	)
Accrued capital expenditures and deferred lease costs	$	205,202		$	—
Distributions payable	$	—		$	969,342
Discounts applied to issuance of common stock under primary offering	$	39,017		$	272,917
Discounts applied to issuance of common stock under DRP	$	553,669		$	339,961
(Decrease) increase in redeemable common stock	$	(353,483	)	$	1,457,670
Accrued redemptions of common stock	$	—		$	14,271
Deferred financing costs payable	$	—		$	67,066

Advisory Agreements

9Through June 10, 2013, Signature Office REIT was party to the Original Advisory Agreement with the Advisor. ~~Related~~ Under the Original Advisory Agreement, Signature Office REIT paid a monthly asset management fee equal to one-~~Party~~twelfth ~~Transactions~~of 0.75% of the cost of (i) the properties owned other than through joint ventures and (ii) initial investments in joint ventures plus Signature Office REIT's allocable share of additional capital improvements made by the joint venture. In addition, the Original Advisory Agreement entitled the Advisor to (i) payment of a debt financing fee equal to 0.20% annually of the total capacity of all third-party financing arrangements (whether or not drawn), originated, obtained, or otherwise assumed by or for Signature Office REIT, not to exceed, in the aggregate, 0.50% of the amount available under any particular financing arrangement or refinancing of such arrangements, (ii) the reimbursement of costs and expenses the Advisor incurred in fulfilling its duties as the asset manager, including wages and salaries of its employees, (iii) acquisition fees of 2.0% of gross offering proceeds from the primary offering and DRP, subject to certain limitation, and (iv) reimbursement for expenses paid to third parties in connection with acquisitions or potential acquisitions. Under the terms of the Original Advisory Agreement, Signature Office REIT was obligated to reimburse the Advisor for organization and offering expenses in an amount equal to the lesser of actual costs incurred or 2.0% of total gross offering proceeds raised from the sale of shares of its common stock to the public under the Initial Offering.

Effective June 11, 2013 through December 31, 2013, Signature Office REIT was party to the Revised Advisory Agreement with the Advisor, pursuant to which Signature Office REIT paid a monthly asset management fee equal to one-twelfth of (a) 1.00% of the cost of the properties owned other than through joint ventures and initial investments in joint ventures plus Signature Office REIT's allocable share of capital improvements made by the joint venture (“Adjusted Cost”), for so long as the Adjusted Cost was less than or equal to $605,000,000 and (b) 0.50% of Adjusted Cost over $605,000,000. In addition, the Revised Advisory Agreement eliminated (i) the debt financing fee and (ii) the reimbursement of costs and expenses the Advisor incurred in fulfilling its duties as the asset manager, including wages and salaries of its employees. All other terms of the Revised Advisory Agreement were materially consistent with the Original Advisory Agreement in effect through June 10, 2013.

OnDealer-Manager ~~May 13, 2013, Wells Core Office Income REIT entered into the Revised Advisory~~ Agreement ~~with the Advisor, effective from June 11, 2013 through June 10, 2014, under which the Advisor is required to perform services and shall be compensated for such services, as outlined below:~~

•Signature ~~Acquisition~~Office ~~fees~~REIT ofwas ~~2.0%~~party ofto ~~gross~~a ~~offering~~dealer-manager ~~proceeds~~agreement ~~from~~ (the ~~primary~~"Dealer-Manager ~~offering~~Agreement") ~~and~~with ~~the~~Wells ~~DRP~~Investment Securities, ~~subject~~Inc. to("WIS"), ~~certain~~whereby ~~limitations.~~WIS, ~~Wells~~an ~~Core~~affiliate ~~Office~~of ~~Income~~Wells ~~REIT~~Capital, ~~also~~performed ~~reimburses~~ the ~~Advisor~~dealer-manager ~~for~~function ~~expenses it pays to third parties in connection with acquisitions or potential acquisitions.~~

• Monthly asset management fees equal to one-twelfth of (a) 1.00% of the cost of the properties owned other than through joint ventures and initial investments in joint ventures plus Wells Core Office Income REIT's allocable share of additional capital improvements made by the joint venture (“Adjusted Cost”), for so long as the Adjusted Cost is less than or equal to $605,000,000 and (b) 0.50% of Adjusted Cost over $605,000,000

• For any property, loan, or other permitted investment sold by Wells Core Office Income REIT, a real estate commission equal to 1.0% of the sales price, with the limitation that the total real estate commissions for any Wells Core Office Income REIT property sold may not exceed the lesser of (i) 6.0% of the sales price of each property or (ii) the level of real estate commissions customarily charged in light of the size, type, and location of the property.

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•for ~~Incentive~~Signature ~~fee~~Office ofREIT's ~~15%~~Initial ofOffering. ~~net~~For ~~sales~~these ~~proceeds~~services, ~~remaining~~WIS ~~after~~earned ~~then-current~~a ~~stockholders~~commission ~~have~~of ~~received~~up ~~distributions equal~~ to ~~the~~7% ~~sum~~ of ~~their~~the ~~invested~~gross ~~capital~~offering ~~plus~~proceeds anfrom 8%the ~~return~~sale of ~~invested~~the ~~capital,~~shares ~~which~~of ~~fee~~Signature isOffice ~~payable~~REIT, ~~only~~all ifof ~~the~~which ~~shares~~was ofre-allowed ~~common~~to ~~stock~~participating ofbroker/dealers. ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT ~~are~~paid ~~not~~no ~~listed~~commissions on anshares ~~exchange~~issued under the DRP.

•Additionally, ~~Listing~~Signature ~~fee~~Office ofREIT ~~15%~~was ofrequired ~~the~~to ~~amount~~pay byWIS ~~which~~a ~~the~~dealer-manager ~~market~~fee ~~value~~of 2.5% of the ~~then-outstanding~~gross ~~common~~offering ~~stock~~proceeds ~~plus~~from ~~distributions~~the ~~paid~~sale onof ~~such~~Signature ~~stock~~Office ~~prior~~REIT's tostock ~~listing~~at ~~exceeds~~the time the ~~sum~~shares ofwere ~~100%~~sold. ofUnder the ~~invested capital of then~~Dealer-~~current~~Manager ~~common~~Agreement, ~~stockholders~~up ~~plus~~to ~~an 8~~1.5% ~~return~~of onthe ~~such~~gross ~~invested~~offering ~~capital,~~proceeds ~~which~~was ~~fee~~re-allowed ~~will~~by beWIS ~~reduced~~to byparticipating ~~the~~broker/dealers. Signature ~~amount~~Office ofREIT ~~any~~paid ~~incentive~~no dealer-manager fees ~~paid~~on asshares ~~described~~issued inunder the ~~preceding bullet~~DRP.

~~Prior~~The topayment ~~June~~of ~~11,~~fees ~~2013,~~under ~~Wells Core Office Income REIT was party to~~ the ~~Original~~Dealer-Manager ~~Advisory~~ Agreement ~~with~~ceased ~~the~~on ~~Advisor.~~June ~~Under the Original Advisory Agreement~~10, ~~the~~2013 ~~monthly~~in ~~asset~~connection ~~management~~with ~~fee was equal to one-twelfth of 0.75% of~~ the ~~cost~~termination of ~~(i)~~ the ~~properties~~primary ~~owned~~portion ~~other than through joint ventures and (ii) initial investments in joint ventures plus Wells Core Office Income REIT's allocable share~~ of ~~additional capital improvements made by~~ the ~~joint~~Initial ~~venture~~Offering. InThe ~~addition,~~Dealer-Manager ~~the Original Advisory~~ Agreement ~~entitled~~was ~~the~~terminated ~~Advisor~~on toDecember ~~(i) payment of a debt financing fee equal to 0.20% annually of the total capacity of all third-party financing arrangements (whether or not drawn)~~16, ~~originated,~~2013 ~~obtained, or otherwise assumed by or for Wells Core Office Income REIT, not to exceed,~~ in ~~the~~connection ~~aggregate,~~with ~~0.50%~~WIS ofceasing ~~the~~its ~~amount~~participation ~~available under any particular financing arrangement or refinancing of such arrangements, and (ii) the reimbursement of costs and expenses the Advisor incurred~~ in ~~fulfilling its duties as~~ the ~~asset manager, including wages and salaries of its employees~~DRP. ~~All other terms of the Revised Advisory Agreement are materially consistent with the Original Advisory Agreement in effect through June 10, 2013.~~

~~Under~~Master ~~the~~Property ~~terms of the Original Advisory Agreement~~Management, Wells Core Office Income REIT was obligated to reimburse the Advisor for organization and offering expenses in an amount equal to the lesser of actual costs incurred or 2.0% of total gross offering proceeds raised from the sale of shares of its common stock to the public under the Initial Offering. The Advisor incurred aggregate organization and offering expenses on behalf of Wells Core Office Income REIT of approximately $20.1 million. Wells Core Office Income REIT incurred and charged to additional paid-in capital cumulative other offering costs of approximately $10.3 million related to the Initial OfferingLeasing, which represented approximately 2.0% of cumulative gross proceeds raised by Wells Core Office Income REIT under the Initial Offering. Upon the expiration of the primary portion of the Initial Offering on June 10, 2013, the remaining $9.8 million of organization and ~~offering~~Construction expenses that had not been incurred and charged to additional paid-in capital by Wells Core Office Income REIT was expensed by the Advisor and is not subject to reimbursement by Wells Core Office Income REIT. Agreement

~~The~~Prior ~~Revised~~to ~~Advisory~~Signature ~~Agreement~~Office ~~may~~REIT's betransition ~~renewed~~to ~~for~~self-management anon ~~unlimited~~January ~~number~~1, of2014, ~~successive~~Signature ~~periods~~Office upREIT, tothe ~~one~~Advisor, ~~year~~and ~~each~~Wells ~~upon~~Management, ~~the~~an ~~mutual~~affiliate ~~consent~~ of ~~the~~Wells ~~parties.~~Capital, ~~Either~~were party ~~may~~to ~~terminate~~a ~~the~~Master ~~Revised~~Property ~~Advisory~~Management, ~~Agreement~~Leasing, ~~without~~and ~~cause~~Construction orManagement ~~penalty~~Agreement ~~upon~~(the ~~providing~~"Management 60Agreement") ~~days'~~under ~~prior~~which ~~written~~Wells ~~notice~~Management towas ~~the~~entitled ~~other~~to ~~party.~~receive ~~Under~~ the ~~terms~~following offees ~~the~~and ~~Revised~~reimbursements ~~Advisory~~in ~~Agreement,~~consideration ~~WREF~~for ~~guarantees~~supervising the ~~Advisor's~~management, ~~performance~~leasing, and ~~any~~construction ~~amounts~~activities ~~payable~~of incertain ~~connection~~Signature ~~therewith.~~Office REIT properties:


•	property management fees negotiated for each property managed by Wells Management; typically this fee was equal to a percentage of the gross monthly income collected for that property for the preceding month;

•

leasing commissions for new, renewal, or expansion leases entered into with respect to any property for which Wells Management served as leasing agent equal to a percentage as negotiated for that property of the total base rental and operating expenses to be paid to Signature Office REIT during the applicable term of the lease, provided, however, that no commission was payable as to any portion of such term beyond 10 years;


•	construction management fees for projects overseen by Wells Management, such as capital projects, new construction, and tenant improvements, which fees were to be market-based and negotiated for each property managed by Wells Management; and


•	other fees as negotiated with the addition of each specific property covered under the agreement.

The Management Agreement was terminated on December 31, 2013 in connection with Signature Office REIT's transition to self-management.

Limitation on Operating Expenses

~~The~~As ~~Advisor~~of ~~has~~June 30, ~~the~~2014, ~~responsibility~~Signature ofOffice ~~limiting~~REIT ~~Wells~~had ~~Core~~the ~~Office~~responsibility ~~Income~~of ~~REIT's~~limiting total operating expenses, as defined by its charter, to no more than the greater of 2% of average invested assets at the end of any fiscal quarter or 25% of net income, as defined by its charter, for the four previous consecutive quarters then ended unless athe ~~majority~~board of ~~Wells Core Office Income REIT's independent~~ directors ~~determine~~determines that such excess expenses ~~are~~were justified based on unusual and nonrecurring factors. ~~Unless~~and ~~the~~such ~~independent directors determine that the~~ excess expenses were ~~justified,~~disclosed ~~the~~in ~~Advisor~~a ~~must~~public ~~reimburse the excess operating expenses to Wells Core Office Income REIT within 60 days after the end of each fiscal quarter~~filing. Total operating expenses mean all expenses paid or incurred by ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT, as determined under GAAP, that are in any way related to its operation, including advisory fees, but excluding (a) the expenses of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and stock exchange listing of its stock; (b) interest payments; (c) taxes; (d) noncash expenditures such as depreciation, amortization and bad debt reserves; (e) reasonable incentive fees to the extent permitted by ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's charter; and (f) acquisition fees, acquisition expenses (including expenses relating to potential acquisitions that do not close), real estate commissions on the resale of property and other expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property). For the four consecutive quarters ended June 30, 2014, Signature Office REIT's total operating expenses did not exceed the above-referenced limitations.

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and improvement of property). For the four consecutive quarters ended September 30, 2013, Wells Core Office Income REIT's total operating expenses did not exceed the above-referenced limitations.

Dealer-Manager Agreement

Wells Core Office Income REIT is party to a dealer-manager agreement (the "Dealer-Manager Agreement") with Wells Investment Securities, Inc. ("WIS"), whereby WIS, an affiliate of Wells Capital, performed the dealer-manager function for Wells Core Office Income REIT's Initial Offering. For these services, WIS earned a commission of up to 7% of the gross offering proceeds from the sale of the shares of Wells Core Office Income REIT, all of which was re-allowed to participating broker/dealers. Wells Core Office Income REIT pays no commissions on shares issued under the DRP.

Additionally, Wells Core Office Income REIT was required to pay WIS a dealer-manager fee of 2.5% of the gross offering proceeds from the sale of Wells Core Office Income REIT's stock at the time the shares were sold. Under the Dealer-Manager Agreement, up to 1.5% of the gross offering proceeds was re-allowed by WIS to participating broker/dealers. Wells Core Office Income REIT pays no dealer-manager fees on shares issued under the DRP.

The payment of fees under the Dealer-Manager Agreement ceased on June 10, 2013 in connection with the expiration of the primary portion of the Initial Offering.

Master Property Management, Leasing, and Construction Agreement

Wells Core Office Income REIT, the Advisor, and Wells Management, an affiliate of Wells Capital, are party to a Master Property Management, Leasing, and Construction Management Agreement (the "Management Agreement") under which Wells Management may receive the following fees and reimbursements in consideration for supervising the management, leasing, and construction activities of certain Wells Core Office Income REIT properties:

• property management fees negotiated for each property managed by Wells Management; typically this fee is equal to a percentage of the gross monthly income collected for that property for the preceding month;

• leasing commissions for new, renewal, or expansion leases entered into with respect to any property for which Wells Management serves as leasing agent equal to a percentage as negotiated for that property of the total base rental and operating expenses to be paid to Wells Core Office Income REIT during the applicable term of the lease, provided, however, that no commission shall be payable as to any portion of such term beyond 10 years;

• construction management fees for projects overseen by Wells Management, such as capital projects, new construction, and tenant improvements, which fees are to be market-based and negotiated for each property managed by Wells Management; and

• other fees as negotiated with the addition of each specific property covered under the agreement.

The Management Agreement was renewed on August 12, 2013 for an additional one year term. Wells Core Office Income REIT does not expect to incur any fees under this agreement going forward since all properties are currently managed by third-party providers.

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Related-Party Costs

Pursuant to the terms of the agreements described above, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT incurred the following related-party costs for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013:

	Three Months Ended					~~Nine~~Six Months Ended
	September 30,					September 30,
	June 30,					June 30,
	2013			2012		2013		2012
	2014			2013		2014		2013
Commissions, net of discounts(1)(2)	$	—		$	3,480,201	$	4,731,169	$	11,430,595
Consulting fees	$	153,801		$	—	$	307,602	$	—
Asset management fees	1,513,259			806,197		3,869,142		2,143,744
Rent expense	13,656			—		27,312		—
Dealer-manager fees, net of discounts(1)	—			1,254,370		1,703,336		4,163,558
Commissions, net of discounts(1)(2)	—			2,137,927		—		4,731,169
Acquisition fees	74,930			1,056,083		1,572,456		3,464,163
Asset management fees	—			1,220,098		—		2,355,883
Other offering costs(1)	—			1,056,083		1,425,623		3,523,519
Dealer-manager fees, net of discounts(1)	—			772,456		—		1,703,336
Administrative reimbursements	(1,674		)	845,298		1,319,360		1,955,866
Acquisition fees	—			689,353		—		1,497,526
Debt financing fees	—			168,000		288,800		504,000
Other offering costs(1)	—			649,858		—		1,458,031
Property management fees	—			141,096		112,300		429,975
Administrative reimbursements	—			590,640		—		1,321,034
Total	$	1,586,515		$	8,807,328	$	15,022,186	$	27,615,420
Debt financing fees	—			126,350		—		288,800
Property management fees	—			—		—		112,300
Total	$	167,457		$	6,186,682	$	334,914	$	13,468,079


⁽¹⁾	Commissions, dealer-manager fees, and other offering costs are charged against stockholders' equity, as incurred.

(2) All commissions were re-allowed to participating broker/dealers during the three months ~~ended September 30, 2012~~ and ~~the~~six ~~nine~~ months ended ~~September~~June 30, 2013 ~~and 2012~~.

~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT incurred no related-party construction fees, ~~incentive fees, listing fees, disposition fees,~~ or leasing commissions during the three months and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013.

~~Due~~9. Subsequent ~~to Affiliates~~Event

The detail of amounts due to affiliates is provided below as of September 30, 2013 and December 31, 2012:

	September 30, 2013		December 31, 2012
Administrative reimbursements	$	—	$	266,047
Property management fees	—		58,537
Other offering costs	—		88,382
Acquisition fees	—		88,382
Commissions and dealer-manager fees	—		213,955
Total	$	—	$	715,303

Conflicts of Interest

The Advisor has no direct employees. The Advisor, a wholly owned subsidiary of WREF, has contracted with Wells Capital and Wells Management and currently relies upon their employees to perform many of its obligations. Wells Capital also is a general partner or advisor of other public real estate investment programs sponsored by WREF. As such, in connection with managing the advisor activities under the Revised Advisory Agreement and serving as a general partner or advisor for other Wells-sponsored programs, Wells Capital may encounter conflicts of interest with regard to allocating human resources and making decisions related to investments, operations, and disposition-related activities.

During the periods presented, one of the members of Wells Core Office Income REIT's board of directors also served on the board of CatchMark Timber Trust, Inc. ("CatchMark"), formerly known as Wells Timberland REIT, Inc., a REIT previously sponsored by WREF that became a self-managed company on October 25, 2013, and, during these periods, may have encountered certain conflicts of interest regarding investment and operational decisions.

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Operational Dependency

Wells Core Office Income REIT has contracted with the Advisor and Wells Management to provide certain services that are essential to Wells Core Office Income REIT, including asset management services, the supervision of the property management and leasing of some properties owned by Wells Core Office Income REIT, asset acquisition and disposition services, as well as other administrative responsibilities for Wells Core Office Income REIT, including accounting services, stockholder communications, and investor relations. In addition, the Advisor has engaged Wells Capital to retain the use of its employees to carry out certain of the services listed above. As a result of these relationships, Wells Core Office Income REIT's operations are dependent upon the Advisor, Wells Capital and Wells Management.

The Advisor, Wells Capital and Wells Management are owned and controlled by WREF. Historically, the operations of Wells Capital, Wells Management, the Advisor, and their affiliates represent substantially all of the business of WREF. Accordingly, Wells Core Office Income REIT focuses on the financial condition of WREF when assessing the financial condition of the Advisor, Wells Capital and Wells Management. In the event that WREF were to become unable to meet its obligations as they become due, Wells Core Office Income REIT might be required to find alternative service providers.

Future net income generated by WREF will be largely dependent upon the amount of fees earned by WREF's subsidiaries based on, among other things, the management of current assets owned by WREF-sponsored programs and the volume of future dispositions of real estate assets by WREF-sponsored programs, as well as distribution income earned from equity interests in another REIT previously sponsored by Wells Capital. As of September 30, 2013, Wells Core Office Income REIT has no reason to believe that WREF does not have access to adequate liquidity and capital resources, including cash flow generated from operations, cash on hand, other investments, and borrowing capacity, necessary to meet its current and future obligations as they become due. Modifying service agreements between WREF, or its affiliates, and Wells Core Office Income REIT, or other WREF-sponsored programs, could impact WREF's future net income and future access to liquidity and capital resources. For example, a large portion of WREF's income is derived under a consulting agreement with Columbia Property Trust, Inc. ("Columbia"). Effective February 28, 2013, Columbia transitioned to self-management and indicated that it does not expect to rely on WREF for the same level of services beyond December 31, 2013. In addition, a smaller portion of WREF’s income is derived under agreements with CatchMark. In connection with its transition to self-management on October 25, 2013, CatchMark indicated that it does not expect to rely on WREF for the same level of services beyond June 30, 2014. As such, WREF does not expect to receive significant compensation from Columbia or CatchMark beyond December 31, 2013 and June 30, 2014, respectively.

10. Subsequent Event

Declaration of Distributions

On ~~November~~August 136, ~~2013~~2014, ~~Wells~~Signature ~~Core~~ Office ~~Income~~ REIT's board of directors declared a distribution to stockholders for the ~~fourth~~third quarter of ~~2013~~2014 in the amount of $0.375 per share (a 6.0% annualized yield on a $25.00 original share price) on the outstanding shares of common stock payable to stockholders of record as of ~~December~~September 1315, ~~2013~~2014. Such distributions will be paid in ~~December~~September ~~2013~~2014.


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our accompanying consolidated financial statements and notes thereto. See also "Cautionary Note Regarding Forward-Looking Statements" preceding Part I, as well as our consolidated financial statements and the notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013.

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Overview

We operate a diversified portfolio of commercial real estate ~~primarily~~ consisting of high-quality, income-producing office properties primarily leased to creditworthy entities located in major metropolitan areas throughout the United States. AsPortfolio data as of ~~September~~June 30, ~~2013,~~2014 weand ~~owned~~2013 13is ~~real estate properties, consisting of approximately 2.6 million square feet. These office properties were 99% leased~~ as ~~of September 30, 2013.~~ follows:



	June 30,
	2014	2013
Total number of properties/buildings	13 / 15	13 /15
Total square feet	2,623,527	2,623,527
Percent of total square feet leased	99.3%	99.3%

We have elected to be taxed as a REIT for federal income tax purposes and have operated as such beginning with our taxable year ended December 31, 2010.

From June 2010 through June 2013, we raised gross offering proceeds of approximately $527.7 million through the issuance of common stock under our Initial Offering, including proceeds from our DRP, and we have used those proceeds, net of fees, to invest in real estate and repay borrowings used to acquire real estate properties in advance of raising equity proceeds. We continued to raise equity proceeds through the DRP through March 2014, after which the DRP was terminated. As a result, starting with the second quarter of 2014, all distributions are expected to be paid in cash and will not be reinvested in shares of our common stock. In addition, the Amended SRP was terminated effective April 30, 2014.

From inception through December 31, 2013, we had no paid employees and were externally advised and managed by the Advisor and Wells Management, wholly owned subsidiaries of WREF. On January 1, 2014, upon the termination of the Revised Advisory Agreement and the hiring of the employees necessary to perform the requisite corporate functions previously performed by the Advisor and its affiliates, we completed our transition to a self-managed company. From January 1, 2014 through June 30, 2014, we received certain services from WREF, as specified in the TSA, to assist in our transition to becoming a self-managed company. On June 30, 2014, we entered into the TSA Amendment, which extended the expiration date of the TSA as it relates to certain transfer agent and client services functions from June 30, 2014 to September 30, 2014. These transactions have resulted in, and are expected to continue to result in, increased general and administrative expenses due to the employment-related costs and other costs we incur as a self-managed company. Such increases in general and administrative expenses are offset by the elimination of the payment of related-party asset management fees to the Advisor, likely resulting in a net cost savings to us. For additional details, please refer to Note 8 of the accompanying consolidated financial statements.

Following our initial fundraising and acquisition phases, we have continued to concentrate our efforts on actively managing our assets and exploring a variety of strategic options, including enhancing the composition of our portfolio and its total return potential for our stockholders. In doing so, we may elect to make strategic acquisitions and dispositions and look to enter into favorable debt transactions.

Our operating strategy entails actively managing our portfolio to generate sufficient cash flow from operations to meet our required obligations and to provide current income in the form of cash distributions to our investors; managing lease expirations with a goal of achieving diversified lease expiration dates; maintaining a moderate leverage profile; considering appropriate actions for future lease expirations resulting in receipt of increased rents over longer terms; and controlling administrative operating expenses as a percentage of revenues. With our goals of providing current income to our stockholders and preserving their capital, we view our most significant challenges as (i) addressing the risks associated with our lease expiration dates, specifically in 2017 and 2019, and (ii) repaying or refinancing our outstanding borrowings as they become due.

Per the terms of our charter, we presently intend to effect a transaction by July 31, 2020 that will provide liquidity to all of our stockholders, although we will explore other liquidity options as favorable opportunities arise. A transaction

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Wewell ~~have~~in noadvance ~~paid~~of ~~employees~~2020 ~~and~~may ~~are~~be ~~externally~~in ~~advised~~our ~~and~~best ~~managed~~interest. byNotwithstanding ~~Wells~~the ~~Core~~execution ~~Office~~of ~~Income~~such ~~REIT~~a ~~Advisory~~transaction, ~~Services~~our ~~and~~shares ~~Wells~~remain ~~Management~~illiquid, ~~wholly~~and ~~owned~~we ~~subsidiaries~~may ofnot ~~WREF.~~effect ~~We have elected to be taxed as~~ a ~~REIT~~liquidity ~~for~~event ~~federal~~before ~~income~~or ~~tax~~even ~~purposes~~by ~~and~~our ~~have~~original ~~operated~~targeted asdate ~~such~~of ~~beginning~~July ~~with our taxable year ended December~~ 31, ~~2010~~2020.

We began receiving investor proceeds from the sale of common stock under our Initial Offering in July 2010. On September 29, 2010, we raised our minimum offering of $2.5 million and commenced active operations. We acquired our first real estate asset in October 2010. Effective June 10, 2013, we ceased offering shares in the primary offering of our Initial Offering. On June 12, 2013, the unsold primary offering shares were deregistered, and on June 13, 2013, the registration of the shares issuable pursuant to our DRP was continued pursuant to a Registration Statement on Form S-3. As of September 30, 2013, we had raised gross offering proceeds of approximately $520.2 million through the issuance of common stock in our public offering, including proceeds from our DRP, and we have used those proceeds, net of fees, to invest in real estate and repay borrowings used to acquire real estate properties in advance of raising equity proceeds. These activities caused fluctuations in the results of our operations and in interest expense. In addition, as required under GAAP, we expensed costs incurred in connection with the acquisition of real estate assets, including acquisition fees of 2.0% of gross offering proceeds raised under our public offering.

As we transition from our fundraising and acquisition phases, we have concentrated our efforts on actively managing our assets and exploring a variety of strategic opportunities focused on enhancing the composition of our portfolio and its total return potential for our stockholders. In doing so, we may elect to make strategic acquisitions and dispositions, and may look to enter into favorable debt transactions. Our operating strategy entails actively managing our portfolio to generate sufficient cash flow from operations to meet our required obligations and to provide current income in the form of cash distributions to our investors; further diversifying our portfolio, specifically related to the diversity of lease expiration dates, while maintaining a moderate leverage profile; considering appropriate actions for future lease expirations resulting in receipt of increased rents over longer terms; and controlling administrative operating expenses as a percentage of revenues. With our goals of providing current income to our stockholders and preserving their capital, we view our most significant challenges as (i) addressing the risks associated with our lease expiration dates, specifically in 2017 and 2019, and (ii) repaying or refinancing our outstanding borrowings as they become due.

In connection with the expiration of the primary portion of the Initial Offering on June 10, 2013, we revised the advisory agreement with the Advisor, effective June 11, 2013, for the purpose of reducing general and administrative operating expenses and asset management fees to be incurred on future real estate investments above the cost of our current investments. General and administrative operating expenses are expected to decrease due to the eliminations of the debt financing fee and the reimbursement of costs and expenses the Advisor incurs in fulfilling its duties as the asset manager, including wages and salaries of its employees. In exchange, the annual asset management fee on the costs of our current real estate investments (up to $605.0 million) increased from 0.75% to 1.00%. Any additional real estate investments in excess of $605.0 million will bear annual asset management fees of 0.50%. While asset management fees are expected to increase in future quarters as a result of entering into the Revised Advisory Agreement, we expect that the anticipated decrease in general and administrative expenses will offset this increase resulting in a net cost savings to us.

We have contracted with the Advisor to provide certain services that are essential to our operations, including asset management services, supervision of property management and leasing, asset acquisition and disposition services, as well as other administrative responsibilities, including accounting services, stockholder communications and investor relations. In addition, the Advisor has engaged Wells Capital to retain the use of its employees to carry out certain of these services. The Advisor, Wells Management and Wells Capital are owned and controlled by WREF. As a result, our operations are dependent upon WREF. In the event that WREF were to become unable to meet its obligations as they become due, we might be required to find alternative service providers.

We are in negotiations with WREF and the Advisor regarding our entry into certain agreements that, if executed, would (among other things) result in the eventual termination of the Revised Advisory Agreement and our hiring of certain employees of WREF identified by us who currently perform substantial services for us pursuant to the Revised Advisory Agreement. In addition, we would receive certain specified services from WREF to assist in our transition to becoming a self-managed company. If the agreements are executed, we would no longer be required to pay asset management

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fees to the Advisor subsequent to the hiring of the identified employees; however, we would incur additional expenses relating to the hiring of our own employees including, but not limited to, compensation-related expenses, and we would pay WREF a fee for certain specified transition services pursuant to the agreements. These agreements are the subject of ongoing discussion and negotiation and have not been agreed upon, and there can be no assurance that we will ultimately enter into any such agreements. As a result of these negotiations, WREF employees may question the long-term security of their positions, which could result in the resignation of their employment with WREF. In the event that WREF is not able to retain such employees, WREF may no longer be able to provide the same level of service that we have received to date.

Per the terms of our charter, we presently intend to effect a transaction that will provide liquidity to all of our stockholders by July 31, 2020. However, a transaction well in advance of 2020 may be in our best interest. Notwithstanding the execution of such a transaction, our shares remain illiquid, and we may not effect a liquidity event before or even by our original targeted date of July 31, 2020.

Liquidity and Capital Resources

Overview

During ~~the~~2014, ~~nine~~we ~~months~~continued ~~ended~~to ~~September 30,~~actively ~~2013,~~manage weour ~~raised~~real ~~proceeds~~estate ~~under~~portfolio ~~our~~in ~~public~~order ~~offerings,~~to ~~net~~maximize ofcash ~~payments~~flow ~~for~~from ~~commissions~~operations, ~~dealer-manager~~to ~~fees,~~meet ~~other~~our ~~offering~~required ~~costs~~obligations and ~~redemptions~~to provide current income in the form of ~~common~~cash ~~stock,~~distributions to our investors. We anticipate that our primary sources of ~~approximately~~future ~~$62~~capital will be derived from operating cash flows from our real estate portfolio as well as draws from our credit facility.7 The ~~million,~~Signature ~~all~~Unsecured Debt Facility is comprised of the $200 million Signature Revolving Facility and the $100 million Signature Term Loan, which ~~was~~mature ~~used~~on toSeptember ~~repay~~26, ~~funds~~2015 ~~borrowed~~and inSeptember ~~connection~~26, ~~with~~2017, respectively. We have the ~~acquisition~~option ofto ~~real~~extend ~~estate~~the ~~properties~~Signature inRevolving ~~advance~~Facility for two periods of ~~raising~~12 ~~equity~~months ~~proceeds~~each subject to satisfaction of certain conditions and ~~fund~~payment ~~acquisition~~of ~~fees~~an extension fee equal to 0.25% of the amount committed under the Signature Revolving Facility.

We ~~entered~~expect ~~into~~that ~~the~~our ~~Wells~~primary ~~Core~~uses Unsecured Debt Facility on September 26, 2012, which replaced the credit facility, dated June 29, 2011, with Regions and U.S. Bank. Under the Wells Core Unsecured Debt Facility, we may borrow up to a total of ~~$300~~capital ~~million,~~will ~~subject~~continue to ~~availability.~~include ~~The~~stockholder ~~Wells~~distributions ~~Core Unsecured Debt Facility is comprised of the $200 million Wells Core Revolving Facility~~ and ~~the~~funding ~~$100~~capital ~~million~~improvements ~~Wells Core Term Loan, which mature on September 26, 2015 and September 26, 2017, respectively. We have the option~~ to ~~extend~~our ~~the~~existing Wells Core Revolving Facility for two periods of 12 months each subject to satisfaction of certain conditions and payment of an extension fee equal to 0.25% of the amount committed under the Wells Core Revolving Facility. We may borrow under the Wells Core Unsecured Debt Facility at rates equal to (1) LIBORproperties, ~~plus~~as ~~the~~well ~~applicable~~as ~~LIBOR~~potential ~~margin~~future ~~(the~~acquisitions ~~"LIBOR Rate") or (2) the greater~~ of ~~(a)~~real ~~the~~estate ~~prime rate announced by Regions, (b) the Federal Funds Effective Rate plus 0~~properties.~~50%~~ orStockholder ~~(c)~~distributions ~~the~~will ~~one-month~~be ~~LIBOR~~largely ~~(adjusted~~dependent ~~daily) plus 1.00%~~upon, ~~plus~~among ~~the~~other ~~applicable base rate margin. The applicable LIBOR margin under the Wells Core Revolving Facility and Wells Core Term Loan may vary from 1.75% to 2.50% and from 1.65% to 2.40%~~things, ~~respectively, and~~ the ~~applicable~~amount ~~base~~of ~~rate~~cash ~~margin~~generated ~~under the Wells Core Revolving Facility and Wells Core Term Loan may vary~~ from ~~0.75% to 1.50% and 0.65% to 1.40%, respectively, based on~~ our ~~then~~operating ~~current leverage ratio. Beginning September 26~~activities, ~~2013, we effectively fixed the interest rate on $75 million of the Wells Core Term Loan at 0.891%, plus a margin of 1.65% to 2.40% based on~~ our ~~then~~determination ~~current leverage ratio, with an interest rate swap executed contemporaneously with the Wells Core Term Loan. Under the terms~~ of ~~the Wells Core Unsecured Debt Facility, we generally are required to make interest~~near-~~only~~term ~~payments.~~cash Weneeds ~~may~~for ~~prepay~~capital ~~the~~expenditures ~~Wells Core Unsecured Debt Facility in whole or in part~~ at ~~any~~our ~~time,~~properties ~~subject to reimbursement of breakage~~ and ~~redeployment~~debt ~~costs incurred in connection with LIBOR borrowings; however~~repayments, ~~amounts~~and ~~repaid~~our onexpectations ~~the~~of ~~Wells~~future ~~Core~~operating ~~Term~~cash ~~Loan~~flow ~~may~~generated ~~not~~from beour ~~reborrowed~~properties.

WeIn ~~anticipate~~determining ~~that~~how ~~our~~and ~~primary~~when ~~sources~~to ofallocate cash resources in the future, ~~capital~~we will beinitially ~~derived~~consider ~~from~~the ~~operating~~source of the cash. ~~flows,~~Substantially ~~proceeds~~all ~~from~~cash ~~our~~raised ~~DRP~~from operations, ~~and~~after ~~draws~~payments ~~from~~of ~~the~~periodic ~~Wells~~operating ~~Core~~expenses ~~Revolving~~and ~~Facility. We~~certain ~~expect~~capital ~~that~~expenditures required for our ~~primary~~properties, ~~uses~~is ofanticipated ~~capital~~to ~~will~~be ~~continue~~used to ~~include~~pay ~~stockholder~~ distributions, ~~redemptions~~to ofstockholders. ~~shares~~Therefore, ofto ~~our~~the ~~common~~extent ~~stock~~that ~~under~~cash ~~our~~flows ~~Amended~~from ~~SRP,~~operations ~~and~~are ~~capital expenditures~~lower, ~~such~~distributions asare ~~building~~anticipated ~~improvements,~~to ~~tenant~~be ~~improvements~~lower ~~and~~as ~~leasing costs~~well. ~~Stockholder~~In addition, distributions ~~will~~may be ~~largely~~lower ~~dependent~~to ~~upon,~~the ~~among~~extent ~~other~~that ~~things,~~operating ~~the~~cash ~~amount~~flow ofis ~~cash~~reserved ~~generated~~to ~~from~~fund future capital expenditures for our ~~operating~~existing ~~activities,~~portfolio in order to achieve our ~~determination~~investment ofobjectives. ~~near-term~~Substantially ~~cash~~all ~~needs~~net ~~for~~proceeds generated from debt financing will be available to fund capital ~~expenditures~~improvement atto our existing properties, ~~and~~as ~~debt~~well ~~repayments,~~as ~~and~~potential ~~our~~future ~~expectations~~acquisitions of ~~future~~real ~~operating~~estate ~~cash~~properties, ~~flow~~and ~~generated~~to ~~from~~pay ~~our~~down ~~properties~~outstanding borrowings.

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Short-Term Liquidity and Capital Resources

During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, net cash provided by operating activities was approximately $1519.6 million, which consisted primarily of rental receipts and tenant reimbursements in excess of payments for property operating costs, ~~acquisition-related costs, asset and~~ property management fees, and general and administrative costs, such as salaries, legal, accounting and other ~~processional~~professional fees. During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, acquisition-related costs paid, which were funded with cash generated from the sale of common stock under the Initial Offering and DRP, but which under GAAP reduced net cash from operating activities, were approximately $1.8 million. During the nine months ended September 30, 2013, we paid total distributions to stockholders, including amounts reinvested in our common stock pursuant to the DRP, of approximately $2115.73 million, which were fully funded with net cash provided by operating activities. We expect to use the majority of our future net cash flow from operating activities to fund distributions to stockholders (please refer to the Distributions section below for additional information). To the extent that future net cash flow from operating activities exceeds distributions to stockholders, we intend to make repayments on the Signature Revolving Facility.

During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, net cash used infor investing activities was approximately $120.83 million, which primarily related to ~~funding~~capital aimprovements ~~portion of our tenant improvement obligations~~ at the 64Duke &Bridges ~~66 Perimeter Center~~ Buildings.

Net cash used in financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 was approximately $1319.50 million. During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, we generated net proceeds from the sale of common stock under ~~our~~the ~~public offerings~~DRP, net of payments for ~~commissions, dealer-manager fees, other~~ offering costs and redemptions, of approximately $620.78 million, substantially all of which was used to pay down debt ~~and fund acquisition fees~~. During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, we received gross debt proceeds of approximately $1325.57 million from the ~~Wells~~Signature ~~Core~~ Revolving Facility, which were used to ~~fund~~repay athe ~~portion~~$24.9 million balance of ~~our~~the ~~tenant~~Technology ~~improvement~~Way ~~obligations~~Loan atin ~~the~~full 64upon &its 66maturity ~~Perimeter~~on ~~Center~~June ~~Buildings~~27, 2014 and topartially fund redemptions of our common stock ~~redemptions~~ under the Amended SRP. WeDuring ~~repaid~~the six months ended June 30, 2014, we made total debt repayments of approximately $6830.02 million, consisting of $24.9 million on the ~~Wells~~Technology ~~Core~~Way ~~Revolving~~Loan ~~Facility~~and ~~during~~approximately ~~the~~$5.3 ~~nine~~million ~~months~~on ~~ended~~the ~~September 30,~~Signature ~~2013~~Revolving Facility.

We ~~expect to utilize the residual cash balance of approximately $5.3 million as of September 30, 2013 to satisfy current and future liabilities.~~23

On November 13, 2013, our board of directors declared a distribution for stockholders of record as of December 13, 2013 in an amount equal to $0.375 per share. We expect to pay this distribution in December 2013. We intend to utilize operating cash flow to fund this stockholder distribution; however, if necessary, we may also utilize other sources of cash to fund a portion of these distributions.

As of September 30, 2013, the Wells Core Unsecured Debt Facility contained, among others, the following restrictive covenants:

		Actual Performance
	Covenant Level	September 30, 2013
Fixed-charge coverage ratio	Greater than 1.75x	6.96
Total debt relative to total asset value	Less than 55%	28%
Secured debt relative to consolidated tangible assets	Less than 40%	6%
Secured debt, excluding non-recourse debt, relative to consolidated tangible assets	Less than 15%	0%
Tangible net worth	Greater than approximately $316.0 million(1)	$432.1 million
Net distributions paid relative to funds from operations	Less than 90%(2)	N/A(2)

(1) Effective September 26, 2012, our tangible net worth must be greater than $233.8 million, plus 72.25% of the gross cash proceeds, net of redemptions paid, of all of our equity issuances consummated after September 26, 2012.

(2) Total distributions for each fiscal year, less amounts reinvested pursuant to the DRP, cannot exceed the greater of (1) 90% of funds from operations, as defined in the Wells Core Unsecured Debt Facility, as long as total distributions, less amounts

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~~reinvested~~We ~~pursuant~~expect to utilize the ~~DRP~~residual cash balance of approximately $7.7 million as of June 30, ~~for~~2014 ~~any~~to ~~two~~satisfy ~~consecutive~~current ~~quarters~~and dofuture ~~not~~liabilities. ~~exceed~~We ~~100%~~believe ofthat ~~funds~~we ~~from~~have ~~operations,~~adequate liquidity and capital resources to meet our current obligations as ~~defined~~they come due. As of July 31, or2014, ~~(2)~~we had access to the ~~minimum~~borrowing ~~amount~~capacity ~~required~~under tothe ~~continue~~Signature toUnsecured ~~qualify~~Debt asFacility aof ~~REIT~~$140.1 million.

AsOn ~~of September~~August 306, ~~2013~~2014, weour ~~believe~~board weof ~~were~~directors indeclared ~~compliance~~a ~~and~~quarterly ~~expect~~distribution tofor ~~remain~~stockholders inof ~~compliance~~record ~~with~~as ~~these,~~of ~~and~~September ~~all other~~15, ~~restrictive~~2014 ~~covenants~~in ofan ~~the~~amount ~~Wells~~equal ~~Core~~to ~~Unsecured~~$0.375 ~~Debt~~per ~~Facility~~share. We ~~also~~expect ~~believe~~to ~~that~~pay wethis ~~have~~distribution ~~adequate~~in ~~liquidity~~September ~~and~~2014. ~~capital~~We ~~resources~~intend to ~~meet~~utilize ~~our~~operating ~~current~~cash ~~obligations~~flow asto ~~they~~fund ~~come~~this ~~due.~~stockholder Asdistribution; ~~of October 31~~however, ~~2013~~if necessary, we ~~had~~may ~~access~~also toutilize ~~borrowing~~other ~~capacity~~sources ~~under~~of ~~the~~cash ~~Wells~~to ~~Core~~fund ~~Unsecured~~a ~~Debt~~portion ~~Facility~~ of ~~$157.5~~this ~~million~~distribution.

As of June 30, 2014, the Signature Unsecured Debt Facility contained, among others, the following restrictive covenants:



		Actual Performance
	Covenant Level	June 30, 2014
Fixed-charge coverage ratio	Greater than 1.75x	9.75
Total debt relative to total asset value	Less than 55%	27%
Secured debt relative to consolidated tangible assets	Less than 40%	0%
Secured debt, excluding non-recourse debt, relative to consolidated tangible assets	Less than 15%	0%
Tangible net worth	Greater than approximately $317.7 million⁽¹⁾	$443.2 million
Net distributions paid relative to funds from operations	Less than 90%⁽²⁾	N/A⁽²⁾


⁽¹⁾	Our tangible net worth must be greater than $233.8 million, plus 72.25% of the gross cash proceeds, net of redemptions paid, of all of our equity issuances consummated after September 26, 2012.

⁽²⁾

Total distributions for each fiscal year, less amounts reinvested pursuant to the DRP, cannot exceed the greater of (1) 90% of funds from operations, as defined in the Signature Unsecured Debt Facility, as long as total distributions, less amounts reinvested pursuant to the DRP, for any two consecutive quarters do not exceed 100% of funds from operations, as defined, or (2) the minimum amount required to continue to qualify as a REIT.

As of June 30, 2014, we believe we were in compliance and expect to remain in compliance with these, and all other, restrictive covenants of the Signature Unsecured Debt Facility.

Long-Term Liquidity and Capital Resources

Over the long term, we expect that our primary sources of capital will include proceeds from secured or unsecured financings from banks and other lenders, ~~proceeds from our DRP,~~ and net cash flows from operations, including proceeds from strategic property sales. We anticipate funding distributions to our stockholders from net cash flows from operations; however, we may ~~periodically~~ borrow funds ~~on a short-term basis~~ to fund distributions as well.

We expect that our principal demands for capital will include operating expenses, including interest expense on any outstanding indebtedness; funding capital improvements ~~for~~to our existing properties;, ~~repayment~~as ofwell ~~debt;~~as ~~distributions;~~potential ~~and~~future ~~redemptions~~acquisitions of ~~shares~~real ofestate ~~our~~properties; ~~common~~repayment ~~stock~~of ~~under~~debt; ~~the~~and ~~Amended SRP~~distributions.

InWe ~~determining~~have ~~how~~a ~~and~~policy ~~when~~of tokeeping ~~allocate~~our ~~cash~~debt ~~resources~~at inno ~~the~~more ~~future,~~than we50% ~~will~~of ~~initially consider~~ the ~~source~~cost of ~~the~~our ~~cash.~~assets ~~Substantially~~(before ~~all cash raised from operations~~depreciation), ~~after~~referred ~~payments~~to ofas ~~periodic~~the ~~operating~~debt-to-real-estate-asset ~~expenses~~ratio; ~~and certain capital expenditures required for our properties~~however, iswe ~~anticipated~~may toborrow bein ~~used~~excess toof ~~pay~~this ~~distributions~~threshold tounder ~~stockholders~~some circumstances. ~~Therefore,~~Our toworking ~~the~~capital ~~extent~~line ~~that~~of ~~cash~~credit ~~flows~~provides ~~from~~flexibility ~~operations~~with ~~are~~regard ~~lower, distributions are anticipated~~ to bemanaging ~~lower~~our ascapital ~~well~~resources. InOver ~~addition,~~the ~~distributions~~short ~~may~~term, bewe ~~lower~~expect to ~~the~~temporarily ~~extent~~draw ~~that~~on ~~operating~~the ~~cash~~Signature ~~flow~~Revolving isFacility ~~reserved~~ to fund ~~future~~ capital ~~expenditures~~improvements ~~for~~to our existing ~~portfolio~~properties, inas ~~order~~well toas ~~achieve~~potential ~~our~~future ~~investment~~acquisitions ~~objectives~~of ~~and~~real ~~maintain~~estate ~~our operating strategy~~properties. ~~Substantially~~Additionally, ~~all~~we ~~net~~may ~~proceeds~~place ~~generated~~long-term ~~from~~debt ~~the~~on ~~sale~~our ofexisting ~~shares~~properties ~~under~~and ~~our~~any ~~DRP~~properties oracquired ~~from~~in ~~debt~~the ~~financing~~future. ~~will~~We becurrently ~~available~~intend to ~~fund~~maintain ~~capital~~amounts ~~expenditures,~~outstanding ~~redemptions~~under ofour ~~shares~~long-term ofdebt ~~our~~arrangement ~~common~~so ~~stock~~that ~~under~~we ~~the~~will ~~Amended~~have ~~SRP,~~more ~~and~~funds toavailable ~~pay~~for ~~down~~working ~~outstanding~~capital ~~borrowings.~~and potential

We have a policy of keeping our debt at no more than 50% of the cost of our assets (before depreciation), referred to as the debt-to-real-estate-asset ratio; however, we may borrow in excess of this threshold under some circumstances. Over the short term, we expect to temporarily draw on the Wells Core Revolving Facility to fund capital improvements to our existing properties, as well as potential future acquisitions of real estate properties, and redemptions of shares of our common stock under our Amended SRP. Additionally, we may place long-term debt on our existing properties and any properties acquired in the future. The percentage of short-term and long-term debt used in our capital structure will depend on various factors to be considered in the sole discretion of our board of directors, including but not limited to, our ability to raise equity proceeds under our DRP, the availability of properties meeting our investment criteria, the availability of debt, and changes in the cost of debt financing. Over the long term, we intend to maintain debt levels less than the 50% debt-to-real-estate-asset ratio. As of September 30, 2013, our debt-to-real-estate-asset ratio was approximately 28%. Our charter limits us from incurring debt in relation to our net assets in excess of 100%; however, we may temporarily exceed this limit upon the approval of a majority of our Conflicts Committee. Our board of directors may determine that it is in our best interest to pursue leveraged acquisitions in order to further diversify our portfolio of properties. As a result, we are not able to anticipate with any degree of certainty what our debt levels will be in the short term. In accordance with our charter, if our board of directors and our Conflicts Committee approve any borrowing in excess of our leverage limitation, we will disclose such approval to our stockholders in our next quarterly report, along with an explanation for such excess.24

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investment in additional real estate properties, which will allow us to further diversify our portfolio. However, our level of leverage will depend upon various factors to be considered in the sole discretion of our board of directors, including, but not limited to, our ability to pay distributions, the availability of real estate properties meeting our investment criteria, the availability of debt, and changes in the cost of debt financing. Over the long term, we intend to maintain debt levels less than the 50% debt-to-real-estate-asset ratio. This conservative leverage goal could reduce the amount of current income we can generate for our stockholders, but it also reduces their risk of loss. We believe that preserving investor capital while generating stable current income is in the best interest of our stockholders. As of June 30, 2014, our debt-to-real-estate-asset ratio was approximately 28%. Prior to its amendment in August 2014, our charter limited us from incurring debt in relation to our net assets in excess of 100%, unless borrowings in excess of this limit were approved by a majority of our board of directors and disclosed in our next quarterly report. Our board of directors may determine that it is in our best interest to pursue leveraged acquisitions.

Contractual Obligations and Commitments

As of June 30, 2014, our contractual obligations were as follows:

	Payments Due By Period
Contractual Obligations	Total		~~2013~~2014		~~2014-~~2015-2016		~~2016-~~2017-2018		Thereafter
Debt obligations	$	~~166~~162,~~400~~900,000	$	—	$	6662,~~400~~900,000	$	100,000,000	$	—
Estimated interest on debt obligations(1)	119,~~469~~111,~~350~~322		~~929~~1,~~276~~778,259		65,~~406~~596,~~583~~908		41,~~133~~736,~~491~~155		—
Capital lease obligations(2)	115,000,000		—		—		—		115,000,000
Tenant allowances	1,142,~~912~~068		1,142,~~912~~068		—		—		—
Total	$	~~294~~287,~~012~~153,~~262~~390	$	21,~~072~~920,~~188~~327	$	7268,~~806~~496,~~583~~908	$	~~104~~101,~~133~~736,~~491~~155	$	115,000,000


⁽¹⁾	Interest obligations on variable-rate debt are measured at the rate at which they are effectively fixed with interest rate swaps (where applicable). Interest obligations on all other debt are measured at the contractual rate.

(2) Amounts include principal obligations only. We will incur an additional $9388.20 million in interest expense on these obligations over the term of the leases. The principal obligation and related interest expense will be completely offset by our investments in development authority bonds and their corresponding interest income (see Note 2 and Note 65 to the accompanying consolidated financial statements).

Distributions

~~During~~Our ~~the Initial Offering period, our~~ board of directors ~~typically~~declares declared distributions to common stockholders in advance of a period spanning approximately one quarter using daily record dates. Beginning in the third quarter of 2013, following the expiration of the Initial Offering, quarterly distributions ~~are~~ based on a single record date at the end of ~~the~~each quarterly period. In determining the rate of stockholder distributions, our board considers a number of factors, including the current and future levels of cash available to fund stockholder distributions, which is dependent upon the operations of our properties, our current and future projected financial condition, our capital expenditure requirements, our expectations of future sources of liquidity, and the annual distribution requirements necessary to maintain our status as a REIT under the Code. When evaluating the amount of current and future cash available to fund distributions to stockholders, we consider net cash provided by operating activities (as presented in accordance with GAAP in the accompanying consolidated statements of cash flows). We also consider certain costs that were incurred for the purpose of generating future earnings and appreciation in value over the long term, including acquisition-related costs. In accordance with Accounting Standards Codification Topic 805 Business Combinations ("ASC 805"), we expense all acquisition-related costs as incurred. Acquisition-related costs include customary third-party costs, such as legal fees and expenses; costs of appraisals; accounting fees and expenses; title insurance premiums; and other closing costs. Generally, our policy is to pay distributions based on current and projected cash flow from operations after giving consideration to certain amounts excluded from cash flow from operations under GAAP. Over the long term, we expect to fund stockholder distributions principally with cash flow from operations; however, we may also use borrowings to fund stockholder distributions.

~~When~~Our ~~evaluating~~board ~~the amount~~ of ~~current~~directors ~~and~~declared ~~future~~a ~~cash~~quarterly ~~available~~distribution tofor ~~fund distributions to~~ stockholders, weof ~~consider~~record ~~net cash provided by operating activities (~~as ~~measured in the accompanying GAAP-basis consolidated statements~~ of ~~cash~~March ~~flows).~~15, We2014 ~~also~~in ~~consider certain costs that were incurred for~~ the ~~purpose~~amount of ~~generating future earnings and appreciation in value over the long term, including acquisition-related costs~~$0.375 Inper ~~accordance~~share ~~with Accounting Standards Codification Topic 805 Business Combinations~~ (~~"ASC~~a ~~805"),~~6.0% weannualized ~~expense~~yield ~~all~~on ~~acquisition-related~~a ~~costs as incurred~~$25.00 ~~Acquisition-related~~original ~~costs~~share ~~include acquisition fees payable to the Advisor (see Note 9 to our accompanying consolidated financial statements~~price)~~; customary third-party costs, such as legal fees and expenses; costs of appraisals; accounting fees and expenses; title insurance premiums; and other closing costs~~. AsThis ~~provided~~distribution inwas ~~the~~paid ~~prospectus for the Initial Offering, acquisition-related costs are funded with cash generated from the sale of common stock~~ in ~~the~~March ~~Initial Offering and the DRP and, therefore, are not funded with cash generated from operations.~~

~~Generally,~~ our policy is to pay distributions based on current and projected cash flow from operations after giving consideration to amounts excluded from cash flow from operations under GAAP but paid for out of proceeds from our public offerings, such as acquisition-related expenses. Over the long term, we expect to fund stockholder distributions principally with cash flow from operations (reflecting the impact of ASC 805); however, in the short term, we may also temporarily use borrowings on a short-term basis to fund stockholder distributions.25

Our board of directors declared distributions for stockholders of record from December 16, 2012 through and including March 15, 2013 in an amount equal to $0.004110 (0.4110 cents) per day, per share (a 6.0% annualized yield on a $25.00 original share price). These distributions were paid in March 2013.

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2014. Our board of directors declared ~~distributions~~a quarterly distribution for stockholders of record ~~from~~as ~~March 16,~~of ~~2013 through and including~~ June 1513, ~~2013~~2014 in anthe amount ~~equal~~of to $0.~~004110~~375 ~~(0.4110 cents)~~ per ~~day, per~~ share (a 6.0% annualized yield on a $25.00 original share price). ~~These~~This ~~distributions~~distribution ~~were~~was paid in June ~~2013~~2014.

~~Our~~For ~~board~~the ofsix ~~directors~~months ~~declared~~ended ~~distributions~~June 30, ~~for~~2014, ~~the~~we ~~third~~paid ~~quarter~~total ofdistributions ~~2013~~to stockholders, including amounts reinvested in anour ~~amount~~common ~~equal~~stock pursuant to the DRP, of approximately $015.~~375~~3 ~~per~~million. ~~share~~During (athe ~~6.0%~~same ~~annualized~~period, ~~yield~~net oncash aprovided by operating activities was approximately $2519.006 ~~original~~million. ~~share~~As ~~price)~~a ~~payable~~result, the distributions paid to common stockholders offor ~~record~~the assix ofmonths ~~September~~ended 15June 30, ~~2013.~~2014, as ~~These~~described ~~distributions~~above, were ~~paid~~fully infunded ~~September~~with ~~2013~~cash provided by operating activities.

~~For~~On ~~the nine months ended September~~August 306, ~~2013~~2014, ~~we paid total distributions to stockholders, including amounts reinvested in~~ our ~~common~~board ~~stock pursuant to the DRP,~~ of ~~approximately~~directors ~~$21.7~~declared million. During the same period, net cash provided by operating activities was approximately $15.6 million, including approximately $1.8 million of acquisition-related costs paid with proceeds from our public offerings, but which under GAAP reduced net cash from operating activities. As a ~~result,~~distribution ~~the distributions paid~~ to ~~common~~ stockholders for the ~~nine~~third ~~months~~quarter ~~ended~~of ~~September 30,~~2014 ~~2013, as~~in ~~described~~the ~~above,~~amount ~~were~~of ~~funded with approximately~~ $150.6375 ~~million~~per ~~(reflecting~~share on the ~~impact~~outstanding shares of ~~ASC~~common ~~805~~stock aspayable ~~described~~to ~~above)~~stockholders ~~from~~of ~~cash~~record ~~provided~~as byof ~~operating~~September ~~activities~~15, ~~and~~2014. ~~the~~This ~~remaining~~rate ~~amount~~equates ofto ~~approximately~~a $6.10% ~~million~~annualized ~~was~~yield ~~funded~~on ~~from~~a ~~our borrowings~~$25.00 ~~Borrowings~~original ~~have~~share ~~been~~price ~~used~~and tois ~~fund~~consistent ~~distributions~~with to the ~~extent that (i)~~ quarterly ~~cash~~distribution ~~flows~~rates ~~from~~declared ~~operating~~since ~~activities~~the ~~have~~second ~~been~~quarter ~~used to fund annual payments~~ of ~~operating~~2011. ~~expenses~~Such ~~and~~distributions ~~(ii)~~will ~~acquisition-related~~be ~~costs~~paid ~~have~~in ~~reduced~~September ~~net cash flows from operating activities~~2014.

On November 13, 2013, our board of directors declared a distribution to stockholders for the fourth quarter of 2013 in the amount of $0.375 per share on the outstanding shares of common stock payable to stockholders of record as of December 13, 2013. This rate equates to a 6.0% annualized yield on a $25.00 original share price and is consistent with the quarterly distribution rates declared since the second quarter of 2011. Such distributions will be paid in December 2013.

Results of Operations

Overview

WeOur ~~commenced~~real ~~active~~estate ~~operations~~operating onresults ~~September~~improved ~~29,~~for ~~2010~~the three months and ~~acquired~~six ~~two~~months ~~properties~~ended ~~during~~June 30, 2014, as compared to the ~~year~~same ~~ended~~periods ~~December~~in 312013, ~~2010,~~primarily ~~six~~due ~~properties~~to ~~during~~ the ~~year~~expiration ~~ended~~of ~~December~~a ~~31,~~majority ~~2011,~~of ~~and~~State ~~five~~Farm's ~~properties~~operating ~~during~~expense reimbursement abatements at the ~~year~~64 ~~ended~~& ~~December~~66 ~~31,~~Perimeter ~~2012.~~Center AsBuildings and the elimination of ~~September 30,~~related-party ~~2013~~advisory ~~our~~fees ~~portfolio~~and ~~consisted~~expenses ofrelated 13to ~~properties.~~our ~~Accordingly,~~transition ~~the~~to ~~results~~self-management, ofpartially ~~operations~~offset ~~presented~~by ~~for~~an ~~the~~increase ~~three~~in ~~months~~general and ~~nine~~administrative ~~months~~expenses ~~ended~~due ~~September 30,~~to ~~2013~~employment-related costs and ~~2012~~other ~~are~~costs ~~not~~we ~~directly~~incur ~~comparable~~as a self-managed company.

~~Comparison~~ ~~of the three months ended September 30, 2013 versus the three months ended September 30, 2012~~26

~~Rental~~Table income and tenant reimbursements increased to approximately $13.2 million and $3.8 million, respectively, for the three months ended September 30, 2013 from approximately $10.4 million and $3.0 million, respectively, for the three months ended September 30, 2012, primarily as a result of the growth in the portfolio during 2012. Absent any additional acquisitions, we expect rental income to remain at a similar level as compared to the third quarter of 2013. We expect tenant reimbursements to increase as compared to the third quarter of 2013 as a result of the expiration of the operating expense reimbursement abatement period at the 64 & 66 Perimeter Center Buildings in 2014. Contents

~~Property~~Comparison ~~operating~~of ~~costs and asset and property management fees increased to approximately $5.7 million and $1.8 million, respectively, for~~ the three months ended ~~September~~June 30, ~~2013~~2014 ~~from~~versus ~~approximately $4.4 million and $1.0 million, respectively, for~~ the three months ended ~~September~~June 30, 2012, primarily as a result of the growth in the portfolio during 2012. Property operating costs and management fees represented approximately 44% and 41% of total revenues for the three months ended September 30, 2013 and September 30, 2012, respectively. Absent any additional acquisitions, property operating costs and asset and property management fees in future quarters are expected to remain at a similar level as compared to the third quarter of 2013.

~~Depreciation~~The offollowing ~~real~~table ~~estate~~sets ~~and~~forth ~~amortization~~data from our consolidated statements of ~~lease~~operations ~~costs~~for ~~increased~~the tothree ~~approximately~~months ~~$4.5~~ended ~~million~~June 30, 2014 and ~~$2.9 million~~2013, respectively, ~~for~~as ~~the~~well ~~three~~as ~~months~~each ~~ended~~balance ~~September 30,~~as ~~2013~~a ~~from~~percentage ~~approximately~~of ~~$3.4~~total ~~million~~revenues ~~and~~for ~~$2.1~~the ~~million,~~same periods presented:



	Three months ended June 30, 2014			% of Revenues		Three months ended June 30, 2013			% of Revenues		$ Increase (Decrease)			% Increase (Decrease)
Revenues:
Rental income	$	13,173,677		70	%	$	13,284,921		77	%	$	(111,244	)	(1	)%
Tenant reimbursements	5,158,063			28	%	3,859,891			23	%	1,298,172			34	%
Other property income	319,973			2	%	—			—	%	319,973			N/M
Total revenues	18,651,713			100	%	17,144,812			100	%	1,506,901			9	%
Expenses:
Property operating costs	6,193,327			33	%	5,635,169			33	%	558,158			10	%
Asset and property management fees:
Related-party	—			—	%	1,220,098			7	%	(1,220,098		)	(100	)%
Other	242,450			2	%	334,225			2	%	(91,775		)	(27	)%
Depreciation	4,569,573			24	%	4,431,200			26	%	138,373			3	%
Amortization	2,987,482			16	%	2,738,498			16	%	248,984			9	%
General and administrative	1,565,255			8	%	1,278,578			7	%	286,677			22	%
Acquisition fees and expenses	—			—	%	673,233			4	%	(673,233		)	(100	)%
Total expenses	15,558,087			83	%	16,311,001			95	%	(752,914		)	(5	)%
Real estate operating income	3,093,626			17	%	833,811			5	%	2,259,815			271	%
Other income (expense):
Interest expense	(3,095,550		)	(17	)%	(3,077,691		)	(18	)%	17,859			1	%
Interest and other income	1,725,209			9	%	1,725,122			10	%	87			0	%
Income (loss) before income tax expense	1,723,285			9	%	(518,758		)	N/M		2,242,043			432	%
Income tax expense	(26,075		)	0	%	(47,812		)	0	%	(21,737		)	(45	)%
Net income (loss)	$	1,697,210		9	%	$	(566,570	)	N/M		$	2,263,780		400	%
Per-share net income (loss) - basic and diluted	$	0.08				$	(0.03	)			$	0.11		367	%

Revenues

Tenant reimbursements increased $1.3 million, or 34%, for the three months ended June 30, 2014 compared to the same period in 2013, primarily as a result of (i) the expiration of a majority of State Farm's operating expense reimbursement abatements at the 64 & 66 Perimeter Center Buildings in December 2013 and (ii) an increase in property operating costs, as described below, of which a portion is reimbursed by our tenants.

Other property income increased $0.3 million for the three months ended June 30, 2014 compared to the same period in 2013, due to an early lease termination option exercised by Leidos, effective December 31, 2014, for approximately 29,000 square feet of its space in the Franklin Center Building. The lease termination will result in a total contraction penalty fee of approximately $1.0 million payable to us and recognized on a straight-line basis from March 2014 through December 2014. This income is offset by additional depreciation and amortization related to the acceleration of depreciation and amortization for the remaining tangible and intangible lease assets associated with the early lease termination. We are currently marketing the termination space for lease.

Expenses

Property operating costs increased $0.6 million, or 10%, for the three months ended June 30, 2014 compared to the same period in 2013, primarily as a result of an increase in (i) real estate tax expenses at 7601 Technology Way and

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4650 Lakehurst Court, and (ii) utility and maintenance expenses at the 64 & 66 Perimeter Center Buildings due to an increase in occupancy in 2014. Asset and property management fees decreased $1.3 million, or 84%, for the three months ended June 30, 2014 compared to the same period in 2013, as a result of no longer incurring related-party asset management fees due to our transition to self-management and termination of the Revised Advisory Agreement effective December 31, 2013. Property operating costs and management fees represented approximately 35% and 42% of total revenues for the three months ended June 30, 2014 and June 30, 2013, respectively.

General and administrative expenses increased $0.3 million, or 22%, for the three months ended June 30, 2014 compared to the same period in 2013, representing 8% and 7% of revenues, respectively, primarily as a result of the employment-related costs and other costs we incur as a self-managed company. The increase in general and administrative expenses was offset by the elimination of the advisory fees and expenses previously paid to the Advisor as an externally managed company, resulting in net cost savings to us of approximately $0.9 million, or 37%, for the three months ended June 30, 2014.

Acquisition fees and expenses decreased $0.7 million, or 100%, for the three months ended June 30, 2014 compared to the same period in 2013, primarily as a result of the expiration of our Initial Offering on June 10, 2013. Absent any additional acquisitions, we do not expect to incur any future acquisition fees and expenses in future periods.

Other Income (Expense)

Interest expense remained relatively stable for the three months ended June 30, 2014 compared to the same period in 2013. Future levels of interest expense will vary, primarily based on the amounts of future borrowings and the costs of borrowings. Future borrowings will be used primarily to invest in additional capital expenditures, including improvements to our existing properties, as well as potential future acquisitions of real estate properties.

Net Income (Loss)

Our net income increased to $1.7 million for the three months ended June 30, 2014 from a net loss of $0.6 million for the three months ended June 30, 2013, primarily due to an increase in our real estate operating income of $2.3 million as a result of the expiration of a majority of State Farm's operating expense reimbursement abatements at the 64 & 66 Perimeter Center Buildings in December 2013, and the elimination of advisory fees and expenses previously paid to the Advisor as an externally managed company, partially offset by the increase in employment-related costs and other costs incurred as a self-managed company. Our net income per share improved to $0.08 for the three months ended June 30, 2014 from a net loss per share of $0.03 for the three months ended June 30, 2013 due to the improvement in our net income discussed above.

Except as noted in the sections above and absent any additional acquisitions, we expect that real estate operating results in the near term will remain relatively stable as compared to the second quarter of 2014.

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Comparison of the six months ended June 30, 2014 versus the six months ended June 30, 2013

The following table sets forth data from our consolidated statements of operations for the six months ended June 30, 2014 and 2013, respectively, as well as each balance as a percentage of total revenues for the same periods presented:



	Six months ended June 30, 2014			% of Revenues		Six months ended June 30, 2013			% of Revenues		$ Increase (Decrease)			% Increase (Decrease)
Revenues:
Rental income	$	26,523,945		71	%	$	26,548,515		78	%	$	(24,570	)	0	%
Tenant reimbursements	10,319,602			28	%	7,644,953			22	%	2,674,649			35	%
Other property income	349,141			1	%	—			0	%	349,141			N/M
Total revenues	37,192,688			100	%	34,193,468			100	%	2,999,220			9	%
Expenses:
Property operating costs	12,597,077			34	%	11,244,021			33	%	1,353,056			12	%
Asset and property management fees:
Related-party	—			—	%	2,468,183			8	%	(2,468,183		)	(100	)%
Other	517,397			1	%	497,829			1	%	19,568			4	%
Depreciation	9,017,743			24	%	8,730,620			26	%	287,123			3	%
Amortization	5,746,580			16	%	5,569,348			16	%	177,232			3	%
General and administrative	3,144,383			8	%	2,632,131			8	%	512,252			19	%
Acquisition fees and expenses	—			—	%	1,523,127			4	%	(1,523,127		)	(100	)%
Total expenses	31,023,180			83	%	32,665,259			96	%	(1,642,079		)	(5	)%
Real estate operating income	6,169,508			17	%	1,528,209			4	%	4,641,299			304	%
Other income (expense):
Interest expense	(6,186,702		)	(17	)%	(6,285,808		)	(18	)%	(99,106		)	(2	)%
Interest and other income	3,455,366			9	%	3,450,220			10	%	5,146			0	%
Income (loss) before income tax expense	3,438,172			9	%	(1,307,379		)	N/M		4,745,551			363	%
Income tax expense	(61,143		)	0	%	(99,417		)	0	%	(38,274		)	(38	)%
Net income (loss)	$	3,377,029		9	%	$	(1,406,796	)	N/M		$	4,783,825		340	%
Per-share net income (loss) - basic and diluted	$	0.17				$	(0.07	)			$	0.24		343	%

Revenues

Tenant reimbursements increased $2.7 million, or 35%, for the six months ended June 30, 2014 compared to the same period in 2013, primarily as a result of (i) the expiration of a majority of State Farm's operating expense reimbursement abatements at the 64 & 66 Perimeter Center Buildings in December 2013 and (ii) an increase in property operating costs, as described below, of which a portion is reimbursed by our tenants.

Other property income increased $0.3 million for the six months ended June 30, 2014 compared to the same period in 2013, due to an early lease termination option exercised by Leidos, effective December 31, 2014, for approximately 29,000 square feet of its space in the Franklin Center Building. The lease termination will result in a total contraction penalty fee of approximately $1.0 million payable to us and recognized on a straight-line basis from March 2014 through December 2014. We expect other property income to continue to increase throughout 2014 as we recognize the remaining portion of the related lease termination income. In addition, we expect an increase in depreciation and amortization throughout 2014 related to the acceleration of depreciation and amortization for the remaining tangible and intangible lease assets associated with the early lease termination. We are currently marketing the termination space for lease.

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respectively, for the three months ended September 30, 2012, primarily as a result of the growth in the portfolio during 2012. Absent any additional acquisitions, depreciation and amortization in future quarters are expected to remain at a similar level as compared to the third quarter of 2013.Expenses

~~General~~Property ~~and~~operating ~~administrative~~costs ~~expenses~~increased ~~decreased to approximately~~ $01.54 million, or 12%, for the ~~three~~six months ended ~~September~~June 30, ~~2013~~2014 ~~from~~compared ~~approximately~~to ~~$1.4 million for~~ the ~~three~~same ~~months~~period ~~ended~~in ~~September 30~~2013, ~~2012,~~ primarily as a result of ~~entering~~an ~~into~~increase ~~the~~in ~~Revised~~(i) ~~Advisory~~real ~~Agreement,~~estate ~~effective~~tax ~~June~~expenses ~~11,~~at ~~2013,~~7601 ~~which~~Technology ~~eliminated~~Way, ~~(i)~~4650 ~~the~~Lakehurst ~~payment~~Court, ofand the ~~debt~~Franklin ~~financing~~Center ~~fee~~Building, ~~and~~ (ii) ~~the~~utility ~~reimbursement of costs~~ and maintenance expenses at the ~~Advisor~~64 ~~incurs~~& in66 ~~fulfilling~~Perimeter ~~its~~Center ~~duties~~Buildings asdue ~~the~~to ~~asset~~an ~~manager,~~increase ~~including~~in ~~wages~~occupancy ~~and~~in ~~salaries~~2014, ofand ~~its~~(iii) ~~employees.~~seasonal ~~Please~~maintenance ~~refer~~costs toat ~~Note~~several 9properties ofdue ~~our~~to ~~accompanying~~extreme ~~consolidated~~weather ~~financial~~conditions ~~statements~~experienced ~~for~~in ~~further explanation~~2014. ~~General~~Asset and ~~administrative~~property ~~expenses,~~management asfees adecreased ~~percentage~~$2.4 ~~of total revenues~~million, ~~decreased~~or ~~to approximately 3~~83%, for the ~~three~~six months ended ~~September~~June 30, 2014 compared to the same period in 2013, ~~from~~as ~~approximately~~a ~~10%~~result ~~for~~of no longer incurring related-party asset management fees due to our transition to self-management and termination of the ~~three~~Revised ~~months~~Advisory ~~ended~~Agreement ~~September 30~~effective December 31, ~~2012~~2013. WeProperty ~~expect~~operating ~~future~~costs ~~general~~ and ~~administrative~~management ~~expenses~~fees torepresented ~~remain~~approximately at35% aand ~~similar~~42% ~~level~~of astotal ~~compared~~revenues tofor the ~~third~~six ~~quarter~~months ofended June 30, 2014 and June 30, 2013., respectively.

~~Acquisition~~General ~~fees~~ and administrative expenses ~~decreased~~increased ~~to approximately~~ $0.15 million, or 19%, for the ~~three~~six months ended ~~September~~June 30, ~~2013~~2014 ~~from~~compared ~~approximately~~to ~~$1.3 million for~~ the ~~three~~same ~~months~~period ~~ended~~in ~~September 30~~2013, ~~2012,~~ primarily ~~due~~as toa result of the ~~termination~~employment-related ofcosts ~~our~~and ~~Initial~~other ~~Offering~~costs onwe ~~June~~incur ~~10,~~as ~~2013.~~a Weself-managed ~~currently~~company. ~~incur~~General ~~acquisition~~and ~~fees~~administrative ~~equal~~expenses torepresented 28% of ~~gross~~revenues ~~offering~~in ~~proceeds~~both ~~raised~~periods. ~~Absent~~The ~~any~~increase ~~additional~~in ~~acquisitions,~~general weand ~~expect~~administrative ~~future~~expenses ~~acquisition~~was offset by the elimination of the advisory fees and expenses previously paid to ~~remain~~the atAdvisor aas ~~similar~~an ~~level~~externally asmanaged ~~compared~~company, resulting in net cost savings to us of approximately $1.8 million, or 37%, for the ~~third~~six ~~quarter~~months ofended ~~2013~~June 30, 2014.

~~Interest~~Acquisition ~~expense~~fees ~~increased~~and toexpenses ~~approximately~~decreased $31.05 million, ~~for~~or ~~the three months ended September 30~~100%, ~~2013 from approximately $2.1 million~~ for the ~~three~~six months ended ~~September~~June 30, ~~2012,~~2014 ~~primarily~~compared ~~due~~ to ~~incurring interest expense related to capital lease obligations assumed in connection with~~ the ~~acquisition~~same ofperiod ~~the 64 & 66 Perimeter Center Buildings~~ in December 2012. The increase in interest expense related to capital lease obligations is completely offset by an increase in interest and other income from related investments in development authority bonds. Future levels of interest expense will vary2013, ~~primarily~~as ~~based~~a onresult ~~the amounts~~ of ~~future borrowings and~~ the ~~costs~~expiration of ~~borrowings.~~our ~~Future~~Initial ~~borrowings~~Offering ~~will~~on beJune ~~used primarily to invest in additional capital expenditures~~10, ~~including improvements to our existing properties, as well as potential future acquisitions of real estate properties~~2013. Absent any additional acquisitions, we ~~expect~~do ~~future~~not ~~interest~~expect ~~expense~~ to ~~increase~~incur ~~slightly~~any ~~due~~future toacquisition ~~the~~fees ~~Interest~~and ~~Rate~~expenses ~~Swap,~~in ~~which~~future ~~beginning September 26, 2013, effectively fixed our interest rate on $75~~periods.0 million of the Wells Core Term Loan at a rate higher than the current variable rate that would otherwise apply to the borrowings under the Wells Core Term Loan. Please refer to Note 5 of our accompanying consolidated financial statements for further explanation.

~~Interest~~Other ~~and~~Income other income increased to approximately $1.7 million for the three months ended September 30, 2013 from $128 for the three months ended September 30, 2012, primarily due to recognizing interest income related to investments in development authority bonds assumed in connection with the acquisition of the 64 & 66 Perimeter Center Buildings in December 2012. We anticipate interest and other income will remain relatively stable, as compared to the third quarter of 2013, in future periods.(Expense)

~~Our~~Interest ~~net~~expense ~~income~~remained ~~increased~~relatively tostable ~~approximately $0.2 million~~ for the ~~three~~six months ended ~~September~~June 30, ~~2013~~2014 ~~from~~compared ato ~~net~~the ~~loss~~same ofperiod ~~approximately~~in $22013.5 ~~million~~Future ~~for~~levels ~~the~~of ~~three~~interest ~~months~~expense ~~ended~~will ~~September 30~~vary, ~~2012,~~ primarily ~~due~~based toon anthe ~~increase~~amounts ~~in our real estate operating income~~ of ~~approximately~~future ~~$1.9~~borrowings ~~million as a result of the growth in the portfolio during 2012~~ and ~~a reduction in acquisition fees and expenses. Our net income per share improved to $0.01 for~~ the ~~three~~costs ~~months ended September 30, 2013 from a net loss per share~~ of ~~approximately $0~~borrowings.17 ~~for~~Future ~~the~~borrowings ~~three~~will ~~months~~be ~~ended~~used ~~September 30,~~primarily ~~2012 due~~ to ~~the~~invest ~~increase~~ in ~~our~~additional ~~net~~capital ~~income.~~expenditures, Weincluding ~~expect~~improvements ~~future net income and net income per share will increase as compared~~ to ~~the~~our ~~third~~existing ~~quarter of 2013~~properties, as awell ~~result~~as ofpotential ~~the~~future ~~expiration~~acquisitions of ~~the~~real ~~operating~~estate ~~expense reimbursement abatement period at the 64 & 66 Perimeter Center Buildings in 2014~~properties.

~~Comparison~~Net ofIncome ~~the nine months ended September 30, 2013 versus the nine months ended September 30, 2012~~(Loss)

~~Rental~~Our net income ~~and tenant reimbursements~~ increased to ~~approximately~~ $393.84 million ~~and~~for the six months ended June 30, 2014 from a net loss of $111.4 million, ~~respectively,~~ for the ~~nine~~six months ended ~~September~~June 30, 2013, ~~from~~primarily ~~approximately~~due ~~$27.3~~to ~~million~~an ~~and~~increase in our real estate operating income of $74.16 million as a result of the expiration of a majority of State Farm's operating expense reimbursement abatements at the 64 & 66 Perimeter Center Buildings in December 2013, ~~respectively~~and the elimination of advisory fees and expenses previously paid to the Advisor as an externally managed company, partially offset by the increase in employment-related costs and other costs incurred as a self-managed company. Our net income per share improved to $0.17 for the ~~nine~~six months ended ~~September~~June 30, ~~2012,~~2014 ~~primarily~~from as a ~~result~~net loss per share of $0.07 for the ~~growth~~six inmonths ended June 30, 2013 due to the ~~portfolio~~improvement ~~during~~in ~~2012.~~our ~~Absent~~net income discussed above.

Funds From Operations and Adjusted Funds From Operations

Funds from Operations ("FFO"), as defined by the National Association of Real Estate Investment Trusts ("NAREIT"), is a non-GAAP financial measure considered by some equity REITs in evaluating operating performance. We compute FFO in accordance with NAREIT's definition as GAAP net income (loss) adjusted to exclude: gains (losses) on sales of real estate, impairments of real estate assets, real estate-related depreciation and amortization and adjustments for unconsolidated partnerships and joint ventures. We consider FFO a useful measure of our performance because it principally adjusts for the effects of GAAP depreciation and amortization of real estate assets, which assumes that the value of real estate diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, we believe that FFO provides a meaningful supplemental measure of our performance. We believe

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~~any~~that ~~additional acquisitions, we expect rental income to remain at a similar level as compared to~~ the ~~nine~~use ~~months~~of ~~ended September 30~~FFO, ~~2013.~~combined Wewith ~~expect tenant reimbursements to increase as compared to~~ the ~~nine~~required ~~months~~GAAP ~~ended September 30~~presentations, ~~2013,~~is asbeneficial ain ~~result~~improving ofour ~~the~~investors' ~~expiration~~understanding of ~~the~~our operating ~~expense~~results ~~reimbursement~~and ~~abatement~~allowing ~~period~~for atcomparisons ~~the~~among 64other &companies 66who ~~Perimeter~~define ~~Center~~FFO ~~Buildings~~as inwe ~~2014~~do.

~~Property~~We ~~operating~~do ~~costs~~not, ~~and~~however, ~~asset~~believe ~~and~~that ~~property~~FFO ~~management~~is ~~fees~~the ~~increased~~only tomeasure ~~approximately~~of ~~$17.0~~the ~~million~~sustainability ~~and~~of ~~$4.7~~our ~~million,~~operating ~~respectively,~~performance. ~~for~~Changes ~~the~~in ~~nine~~GAAP ~~months~~accounting ~~ended~~and ~~September 30,~~reporting ~~2013~~rules ~~from~~that ~~approximately~~were ~~$10.9~~put ~~million~~into ~~and~~effect ~~$2.8~~after ~~million, respectively, for~~ the ~~nine~~establishment ~~months~~of ~~ended~~NAREIT's ~~September 30,~~definition ~~2012,~~of ~~primarily~~FFO asin a1999 result ~~of the growth~~ in the ~~portfolio~~inclusion ~~during~~of ~~2012.~~a ~~Property~~number ~~operating~~of ~~costs~~items ~~and~~in ~~management~~FFO ~~fees~~that ~~represented~~do ~~approximately~~not ~~42%~~correlate ~~and~~with ~~40% of total revenues for~~ the ~~nine~~sustainability ~~months~~of ~~ended~~our ~~September 30,~~operating ~~2013~~performance ~~and September 30~~(e.g., ~~2012,~~acquisition ~~respectively.~~expenses ~~Absent~~and ~~any~~amortization ~~additional~~of ~~acquisitions,~~certain ~~property operating costs~~ in-place ~~future~~lease ~~periods~~intangible ~~are~~assets ~~expected~~and toliabilities, ~~remain~~among atothers). aTherefore, ~~similar~~in ~~level~~addition ~~as compared~~ to ~~the nine months ended September 30~~FFO, ~~2013.~~we Wepresent ~~expect~~Adjusted ~~asset~~Funds ~~management~~from ~~fees~~Operations to("AFFO"), ~~increase in future periods as~~ a ~~result~~non-GAAP ofmeasure. ~~entering~~AFFO ~~into~~is ~~the~~calculated ~~Revised~~by ~~Advisory~~adjusting ~~Agreement,~~FFO ~~effective~~to ~~June~~exclude ~~11, 2013; however, we expect that~~ the ~~anticipated~~income ~~decrease in general~~ and ~~administrative~~ expenses ~~discussed~~that ~~below~~we ~~will~~believe ~~offset~~are ~~this~~not ~~increase~~reflective ~~and~~of ~~result~~the insustainability ~~a net cost savings to us. Please refer to Note 9~~ of our ~~accompanying~~ongoing ~~consolidated~~operating ~~financial~~performance, ~~statements~~as ~~for~~ further ~~explanation.~~explained below:

~~Depreciation~~• Additional amortization of ~~real~~lease ~~estate~~assets ~~and~~(liabilities). ~~amortization~~GAAP implicitly assumes that the value of intangible lease ~~costs~~assets ~~increased~~(liabilities) todiminishes ~~approximately~~predictably ~~$13.2~~over ~~million~~time and ~~$8.4 million~~, ~~respectively~~thus, ~~for~~requires these charges to be recognized ratably over the ~~nine~~respective ~~months~~lease ~~ended~~terms. ~~September 30,~~Such ~~2013~~intangible lease assets (liabilities) arise from ~~approximately~~the ~~$8.8~~allocation ~~million~~of ~~and~~acquisition ~~$5.4~~price ~~million~~related to the value of opportunity costs associated with lost rentals, ~~respectively~~the value of tenant relationships, ~~for~~and the ~~nine~~value ~~months~~of ~~ended~~effective ~~September 30,~~rental ~~2012,~~rates ~~primarily~~of asin-place aleases ~~result~~that are above or below market rates of ~~the~~comparable ~~growth~~leases inat the ~~portfolio~~time ~~during~~of ~~2012~~acquisition. ~~Absent~~Like ~~any~~real ~~additional~~estate ~~acquisitions~~values, ~~depreciation~~market ~~and~~lease ~~amortization~~rates in ~~future~~aggregate ~~periods~~have ~~are~~historically ~~expected~~risen toor ~~remain~~fallen atwith local market conditions. As a ~~similar~~result, ~~level~~management asbelieves ~~compared~~that, toby excluding these charges, AFFO provides useful supplemental information that is reflective of the ~~nine~~performance ~~months~~of ~~ended~~our ~~September 30,~~real ~~2013~~estate investments and that is useful in assessing the sustainability of our operations.

~~General~~• ~~and~~Straight-line ~~administrative~~rental ~~expenses decreased to approximately $3~~income.1 ~~million~~In ~~for~~accordance ~~the~~with ~~nine months ended September 30~~GAAP, ~~2013~~rental ~~from~~payments ~~approximately~~are ~~$3.4~~recognized ~~million~~as ~~for~~income ~~the~~on ~~nine~~a ~~months~~straight-line ~~ended~~basis ~~September 30,~~over ~~2012,~~the ~~primarily~~terms ~~as a result~~ of ~~entering into~~ the ~~Revised~~respective ~~Advisory~~leases. ~~Agreement~~Thus, ~~effective~~for ~~June~~any ~~11,~~given ~~2013~~period, ~~which~~straight-line ~~eliminated~~rental ~~(i)~~income represents the ~~payment~~difference ofbetween the ~~debt~~contractual ~~financing~~rental ~~fee~~billings ~~and~~for ~~(ii)~~that ~~the~~period ~~reimbursement of costs~~ and ~~expenses~~ the ~~Advisor~~average ~~incurs~~rental inbillings ~~fulfilling~~over ~~its duties as~~ the ~~asset~~lease ~~manager,~~term ~~including~~for ~~wages~~the ~~and~~same ~~salaries~~length of ~~its employees~~time. ~~General~~This ~~and~~application ~~administrative~~results ~~expenses,~~in asincome arecognition ~~percentage~~that ofcan ~~total~~differ ~~revenues,~~significantly ~~decreased~~from ~~to approximately 6% for~~ the ~~nine~~current ~~months~~contract ~~ended~~terms. ~~September 30,~~By ~~2013~~adjusting ~~from approximately 10%~~ for ~~the~~this ~~nine months ended September 30~~item, ~~2012.~~we Webelieve ~~anticipate~~AFFO ~~future~~provides ~~general~~useful ~~and~~supplemental ~~administrative~~information ~~expenses,~~reflective asof ~~measured~~the inrealized ~~gross~~economic ~~dollars~~impact ~~and as a percentage~~ of ~~total~~our ~~revenues~~leases, towhich ~~decrease~~is useful in ~~future~~assessing ~~periods as a result of entering into~~ the ~~Revised~~sustainability ~~Advisory Agreement. Please refer to Note 9~~ of our ~~accompanying~~operating ~~consolidated financial statements for further explanation~~performance.

~~Acquisition~~• ~~fees~~Real ~~and~~estate ~~expenses~~acquisition-related ~~decreased to approximately $1~~costs.6 ~~million~~Acquisition ~~for~~expenses ~~the~~are ~~nine~~incurred ~~months ended September 30, 2013 from approximately $4.7 million~~ for ~~the~~investment ~~nine~~purposes ~~months ended September 30, 2012, primarily due to~~ (i).e., ~~non-recurring costs paid~~ to ~~third~~promote ~~parties,~~portfolio ~~including~~appreciation ~~transfer~~and ~~taxes,~~generation ~~in connection with the acquisitions~~ of ~~the~~future ~~South~~earnings ~~Lake~~over ~~Building,~~ the ~~Four~~long ~~Parkway~~term) ~~North Building~~ and, ~~the~~therefore, ~~2275~~do ~~Cabot~~not ~~Drive~~correlate ~~Building~~with in the ~~first~~ongoing ~~nine~~operations ~~months~~ of ~~2012,~~our ~~and~~portfolio. ~~(ii)~~We abelieve ~~decrease~~that inexcluding ~~the~~these ~~amount~~items offrom ~~equity~~AFFO ~~proceeds~~provides ~~raised~~supplemental ~~under~~information ~~our~~indicative ~~Initial Offering during the first nine months~~ of ~~2013 as compared to~~ the ~~same~~sustainability ~~period in 2012. We currently incur acquisition fees equal to 2%~~ of ~~gross~~our ~~offering proceeds raised~~operations. ~~Please~~This ~~refer~~exclusion toalso ~~Note~~improves 9comparability of our ~~accompanying~~reporting ~~consolidated~~periods ~~financial statements for additional details. Absent any additional acquisitions, we expect future acquisition fees~~ and ~~expenses to continue to decrease as a result~~ of ~~the expiration of~~ our ~~Initial~~company ~~Offering~~with onother ~~June~~real ~~10,~~estate ~~2013~~operators.

~~Interest~~• ~~expense~~Noncash ~~increased~~interest ~~to approximately $9~~expense.3 ~~million~~This ~~for~~item ~~the~~represents ~~nine~~amortization ~~months~~of ~~ended~~financing ~~September 30,~~costs ~~2013~~paid ~~from approximately $5.5 million for the nine months ended September 30, 2012, primarily due to incurring interest expense related to capital lease obligations assumed~~ in connection with ~~the~~executing ~~acquisition~~our ofdebt ~~the 64 & 66 Perimeter Center Buildings in December 2012~~instruments. ~~The~~GAAP ~~increase~~requires inthese ~~interest~~items ~~expense related~~ to ~~capital~~be ~~lease~~recognized ~~obligations~~over isthe ~~completely~~remaining ~~offset~~term ~~by an increase in interest and other income from related investments in development authority bonds. Future levels~~ of ~~interest~~the ~~expense~~respective ~~will~~debt ~~vary~~instrument, ~~primarily~~which ~~based~~may onnot ~~the~~correlate ~~amounts~~with ~~of future borrowings and~~ the ~~costs~~ongoing operations of ~~borrowings. Future borrowings will be used primarily to invest in additional capital expenditures, including improvements to~~ our ~~existing properties, as well as potential future acquisitions of~~ real estate ~~properties~~portfolio. ~~Absent~~By ~~any~~excluding ~~additional~~these ~~acquisitions~~items, we ~~expect~~believe ~~future~~that ~~interest~~AFFO ~~expense~~provides tosupplemental ~~increase~~information ~~slightly~~that ~~due~~allows tofor ~~the~~better ~~Interest~~comparability ~~Rate~~of ~~Swap~~reporting periods, which ~~beginning~~is ~~September~~useful ~~26,~~in ~~2013,~~assessing ~~effectively~~the sustainability of our operations.

•

Master lease proceeds. In conjunction with certain acquisitions, we may enter into a master lease agreement with a seller, whereby the seller is obligated to pay us rent pertaining to certain spaces impacted by existing rental abatements. In accordance with GAAP, master lease proceeds are recorded as an adjustment to the basis of real estate assets at the time of acquisition, and, accordingly, are not included in revenues, net income, or FFO. This application results in income recognition that can differ significantly from current contract terms. By adjusting for this item, we believe AFFO is reflective of the realized economic impact of our leases (including master leases) that is useful in assessing the sustainability of our operating performance.

Presentation of this information is intended to provide useful information to investors as they compare the operating performance of different REITs, although it should be noted that not all REITs calculate FFO and AFFO the same way, so comparisons with other REITs may not be meaningful. FFO and AFFO should not be considered alternatives to

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~~fixed~~GAAP ~~our~~net ~~interest~~income. ~~rate~~Rather, onthese ~~$75.0~~measures ~~million~~should be reviewed in conjunction with GAAP measurements, including GAAP net income, as an indication of ~~the~~our ~~Wells~~performance. ~~Core~~FFO ~~Term~~and ~~Loan~~AFFO atdo anot ~~rate~~represent ~~higher~~amounts ~~than~~available ~~the~~for ~~current~~management's ~~variable~~discretionary ~~rate~~use ~~that~~because ~~would~~of ~~otherwise~~needed ~~apply~~capital toreplacement ~~the~~or ~~borrowings~~expansion, ~~under~~debt ~~the~~service ~~Wells~~obligations ~~Core~~or ~~Term~~other ~~Loan.~~commitments ~~Please~~and ~~refer~~uncertainties, tonor ~~Note~~is 5either measure indicative of funds available to fund our ~~accompanying~~cash ~~consolidated~~needs, ~~financial~~including ~~statements~~our ~~for~~ability ~~further~~to ~~explanation.~~make distributions.

~~Interest~~Reconciliations ~~and~~of ~~other~~our net income ~~increased~~(loss) to ~~approximately~~FFO ~~$5.2~~and ~~million~~AFFO for the ~~nine~~three months ~~ended~~and ~~September 30,~~six ~~2013 from $147 for the nine~~ months ended ~~September~~June 30, ~~2012,~~2014 primarily due to recognizing interest income related to investments in development authority bonds assumed in connection with the acquisition of the 64 & 66 Perimeter Center Buildings in December 2012. We anticipate interest and ~~other income will remain relatively stable, as compared to the nine months ended September 30,~~ 2013, inare ~~future~~provided ~~periods.~~below:

Our net loss decreased to approximately $1.2 million for the nine months ended September 30, 2013 from approximately $7.2 million for the nine months ended September 30, 2012, primarily due to an increase in our real estate operating income of approximately $4.7 million as a result of the growth in the portfolio during 2012 and a reduction in acquisition fees and expenses. We sustained a net loss for the nine months ended September 30, 2013 as a result of incurring interest expense, net of interest income, of approximately $4.2 million, which was incurred in connection with borrowings used to finance the purchase of real estate properties. Our net loss per share improved to $0.06 for the nine months ended September 30, 2013 from approximately $0.57 for the nine months ended September 30, 2012 due to an approximate increase in weighted-average shares outstanding of 7.0 million shares and the decrease in our net loss. We expect future net income (loss) and net income (loss) per share to continue to improve, as compared to the nine months ended September 30, 2013, as a result of the anticipated decrease in acquisition fees and expenses associated with the expiration of the Initial Offering and the expiration of the operating expense reimbursement abatement period at the 64 & 66 Perimeter Center Buildings in 2014.



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Reconciliation of Net Income (Loss) to FFO and AFFO:
Net income (loss)	$	1,697,210		$	(566,570	)	$	3,377,029		$	(1,406,796	)
Adjustments:
Depreciation of real estate assets	4,568,478			4,431,200			9,015,553			8,730,620
Amortization of lease-related costs	2,987,482			2,738,498			5,746,580			5,569,348
Total Funds From Operations adjustments	7,555,960			7,169,698			14,762,133			14,299,968
Funds From Operations	9,253,170			6,603,128			18,139,162			12,893,172

Other income (expenses) included in net income (loss) that do not correlate with our operations:
Additional amortization of lease assets	820,966			693,982			1,540,754			1,418,560
Straight-line rental income	(315,888		)	(1,993,744		)	(878,301		)	(3,987,333		)
Real estate acquisition-related costs	—			673,233			—			1,523,127
Noncash interest expense	300,419			301,482			601,901			602,964
Master lease proceeds	116,750			2,472,240			462,002			4,813,599
Adjusted Funds From Operations	$	10,175,417		$	8,750,321		$	19,865,518		$	17,264,089

Weighted-average common shares outstanding – basic and diluted	20,477,539			19,859,741			20,456,567			19,067,673

FFO per common share - basic and diluted	$	0.45		$	0.33		$	0.89		$	0.68
AFFO per common share - basic and diluted	$	0.50		$	0.44		$	0.97		$	0.91

Funds From Operations, Modified Funds From Operations and Adjusted Funds From Operations

Funds from Operations ("FFO"), as defined by NAREIT, is a non-GAAP financial measure considered by some equity REITs in evaluating operating performance. FFO is computed as GAAP net income (loss), adjusted to exclude: extraordinary items, gains (or losses) from property sales (including deemed sales and settlements of pre-existing relationships), depreciation and amortization of real estate assets, impairment write-downs for depreciable real estate, and adjustments for earnings allocated to noncontrolling interests in consolidated partnerships. We believe it is useful to consider GAAP net income, adjusted to exclude the above-mentioned items, when assessing our performance because excluding the above-described adjustments highlights the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be readily apparent from GAAP net income alone.

We do not, however, believe that FFO is the best measure of the sustainability of our operating performance. Changes in GAAP accounting and reporting rules that were put into effect after the establishment of NAREIT's definition of FFO in 1999 result in the inclusion of a number of items in FFO that do not correlate with the sustainability of our operating performance (e.g., acquisition expenses and amortization of certain in-place lease intangible assets and liabilities, among others). Therefore, in addition to FFO, we present the additional supplemental measures described below.

The Investment Program Association ("IPA"), an industry trade group, has standardized a measure known as modified funds from operations ("MFFO"), which the IPA has recommended as a supplemental measure for publicly registered, non-listed REITs. Because MFFO excludes costs that are considered more reflective of investing activities and other non-operating items included in FFO and also excludes acquisition fees and expenses that affect operations only in periods in which properties are acquired, MFFO can provide, on a going-forward basis, an indication of the sustainability of operating performance after the period in which properties are acquired. By providing MFFO, we believe we are presenting useful information that assists investors and analysts to better assess the sustainability of our operating performance after our Initial Offering has been completed and our properties have been acquired. We also believe that MFFO is a recognized measure of sustainable operating performance by the non-listed REIT industry. Further, we believe MFFO is useful in comparing the sustainability of our operating performance after our offering and acquisition

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stages are completed with the sustainability of the operating performance of other real estate companies that are not as involved in acquisition activities.

We define MFFO, a non-GAAP measure, consistent with the IPA's Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, or the Practice Guideline, issued by the IPA in November 2010. Our MFFO calculation complies with the IPA's Practice Guideline and excludes the following income and expenses:

• Additional amortization of lease assets (liabilities). GAAP implicitly assumes that the value of intangible lease assets (liabilities) diminishes predictably over time and, thus, requires these charges to be recognized ratably over the respective lease terms. Like real estate values, market lease rates in aggregate have historically risen or fallen with local market conditions. As a result, management believes that, by excluding these charges, MFFO provides useful supplemental information that is reflective of the performance of our real estate investments and that is useful in assessing the sustainability of our operations.

• Straight-line rental income. In accordance with GAAP, rental payments are recognized as income on a straight-line basis over the terms of the respective leases. Thus, for any given period, straight-line rental income represents the difference between the contractual rental billings for that period and the average rental billings over the lease term for the same length of time. This application results in income recognition that can differ significantly from the current contract terms. By adjusting for this item, we believe MFFO provides useful supplemental information reflective of the realized economic impact of our leases, which is useful in assessing the sustainability of our operating performance.

• Real estate acquisition-related costs. Acquisition expenses are incurred for investment purposes (i.e., to promote portfolio appreciation and generation of future earnings over the long term) and, therefore, do not correlate with the ongoing operations of our portfolio. We believe that excluding these items from MFFO provides supplemental information indicative of the sustainability of our operations. This exclusion also improves comparability of our reporting periods and of our company with other real estate operators.

Publicly registered, non-listed REITs typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operation than they are during the period after their capital raising activities have ceased. As disclosed in the prospectus for the Initial Offering, we used the proceeds raised under the Initial Offering to acquire properties, repay indebtedness used to acquire properties, and increase our borrowing capacity. We opted to use substantial short-term and medium-term borrowings to acquire properties in advance of raising equity proceeds under the Initial Offering in order to more quickly build a larger and more diversified portfolio. In conjunction with certain acquisitions, we may enter into a master lease agreement with the seller, whereby the seller is obligated to pay us rent pertaining to certain spaces impacted by existing rental abatements. As such, in addition to the above items prescribed by IPA's Practice Guideline, we also adjust for noncash interest expense and master lease proceeds. Noncash interest expense represents amortization of financing costs paid to secure short-term and medium-term borrowings. GAAP requires these items to be recognized over the remaining term of the respective debt instrument, which may not correlate with the ongoing operations of our real estate portfolio. In accordance with GAAP, master lease proceeds are recorded as an adjustment to the basis of real estate assets at the time of acquisition, and, accordingly, are not included in revenues, net income, or FFO. This application results in income recognition that can differ significantly from current contract terms. Management believes that the measure resulting from an adjustment to MFFO for noncash interest expense and master lease proceeds, which we refer to as adjusted funds from operations ("AFFO"), provides supplemental information that (i) allows for better comparability of reporting periods and (ii) is reflective of the realized economic impact of our leases (including master leases) that is useful in assessing the sustainability of our operating performance. We also believe that AFFO is useful in comparing the sustainability of our operating performance after our offering and acquisition stages are completed with the sustainability of the operating performance of other real estate companies that are not as involved in significant acquisition and short-term borrowing activities.

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same way, so comparisons with other REITs may not be meaningful. FFO, MFFO and AFFO should be reviewed in conjunction with other GAAP measurements as an indication of our performance.

Reconciliations of our net income (loss) to FFO, MFFO and AFFO for the three months and nine months ended September 30, 2013 and 2012 are provided below:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Reconciliation of Net Loss to FFO, MFFO and AFFO:
Net income (loss)	$	244,677		$	(2,454,739	)	$	(1,162,119	)	$	(7,173,383	)
Adjustments:
Depreciation of real estate assets	4,508,784			3,401,365			13,239,404			8,832,425
Amortization of lease-related costs	2,854,382			2,124,723			8,423,730			5,445,319
Total Funds From Operations adjustments	7,363,166			5,526,088			21,663,134			14,277,744
Funds From Operations	7,607,843			3,071,349			20,501,015			7,104,361
Other income (expenses) included in net loss that do not correlate with our operations:
Additional amortization of lease assets	702,933			574,152			2,121,493			1,536,545
Straight-line rental income	(1,943,024		)	(715,806		)	(5,930,357		)	(2,264,517		)
Real estate acquisition-related costs	74,930			1,309,232			1,598,057			4,707,954
Total Modified Funds From Operations adjustments	(1,165,161		)	1,167,578			(2,210,807		)	3,979,982
Modified Funds From Operations	6,442,682			4,238,927			18,290,208			11,084,343
Noncash interest expense	301,482			861,812			904,446			1,780,867
Master lease proceeds	2,550,916			230,887			7,364,515			998,725
Adjusted Funds From Operations	$	9,295,080		$	5,331,626		$	26,559,169		$	13,863,935

Election as a REIT

We have elected to be taxed as a REIT under the Code and have operated as such beginning with our taxable year ended December 31, 2010. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our adjusted taxable income, as defined in the Code, to our stockholders, computed without regard to the dividends-paid deduction and by excluding our net capital gain. As a REIT, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income for that year and for the four years following the year during which qualification is lost, unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT for federal income tax purposes.

~~Wells~~ Core TRS is a wholly owned subsidiary of Wells Core Office Income REIT that is organized as a Delaware limited liability company. We have elected to treat Wells Core TRS as a taxable REIT subsidiary. We may perform additional, noncustomary services for tenants of buildings that we own through Wells Core TRS, including any real estate or non-real-estate-related services; however, any earnings related to such services are subject to federal and state income taxes. In addition, for us to continue to qualify as a REIT, we must limit our investments in taxable REIT subsidiaries to 25% of the value of our total assets. 32

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~~Deferred~~We ~~tax~~may ~~assets~~perform ~~and~~additional, ~~liabilities~~noncustomary ~~are~~services ~~established~~ for ~~temporary~~tenants ~~differences~~of ~~between~~buildings ~~the~~that ~~financial~~we ~~reporting~~own ~~basis~~through ~~and~~taxable ~~the~~REIT ~~tax~~subsidiaries, ~~basis~~including ofany ~~assets~~real ~~and~~estate ~~liabilities~~or atnon-real-estate-related ~~the~~services; ~~enacted~~however, ~~rates~~any ~~expected~~earnings related to besuch inservices ~~effect~~are ~~when~~subject ~~the~~to ~~temporary~~federal ~~differences~~and ~~reverse~~state income taxes. ~~Deferred~~In ~~tax~~addition, ~~expense~~for orus ~~benefits~~to ~~are~~continue ~~recognized~~to inqualify ~~the~~as ~~financial~~a ~~statements~~REIT, ~~according~~we tomust ~~the~~limit ~~changes~~our investments in ~~deferred~~taxable ~~tax~~REIT ~~assets~~subsidiaries orto ~~liabilities~~25% ~~between~~of ~~years.~~the ~~Valuation~~value ~~allowances~~of ~~are~~our ~~established~~total toassets. ~~reduce~~TRS ~~deferred~~is ~~tax~~a ~~assets~~wholly ~~when~~owned itsubsidiary ~~becomes~~of ~~more~~Signature ~~likely~~Office ~~than~~REIT ~~not~~ that ~~such~~is ~~assets,~~organized oras ~~portions~~a ~~thereof,~~Delaware ~~will~~limited ~~not~~liability ~~be realized~~company. NoThrough ~~provision~~December ~~for~~31, ~~federal~~2013, ~~income~~we ~~taxes~~elected ~~has~~to ~~been~~treat ~~made~~TRS inas ~~our~~a ~~accompanying~~taxable ~~consolidated~~REIT ~~financial~~subsidiary. ~~statements,~~On ~~other~~December ~~than~~9, ~~the~~2013, ~~provision~~we ~~relating~~elected to ~~Wells~~treat ~~Core~~ TRS, as wea ~~made~~disregarded ~~distributions~~entity, ineffective ~~excess~~January of1, ~~taxable income for the periods presented~~2014.

Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted rates expected to be in effect when the temporary differences reverse. Deferred tax expense or benefits are recognized in the financial statements according to the changes in deferred tax assets or liabilities between years. Valuation allowances are established to reduce deferred tax assets when it becomes more likely than not that such assets, or portions thereof, will not be realized. No provision for federal income taxes has been made in our accompanying consolidated financial statements, other than the provision relating to TRS, as we made distributions in excess of taxable income for the periods presented.

We are subject to certain state and local taxes related to property operations in certain locations, which have been provided for in our accompanying consolidated financial statements. We record interest and penalties related to uncertain tax positions, if any, as general and administrative expense in the accompanying consolidated statements of operations.

Inflation

We are exposed to inflation risk, as income from long-term leases is intended to be the primary source of our cash flows from operations. AsThere isare ~~true for our current leases, we anticipate that there will be~~ provisions in the majority of our ~~future~~ tenant leases that are intended to protect us from, and mitigate the risk of, the impact of inflation. These provisions ~~could~~ include rent steps; reimbursement billings for operating expense pass-through charges; real estate tax and insurance reimbursements; or in some cases, annual reimbursement of operating expenses above a certain allowance. However, due to the long-term nature of the leases, the leases may not reset frequently enough to fully cover inflation.

Application of Critical Accounting Policies

Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

Investment in Real Estate Assets

We are required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the assets to determine the appropriate useful lives. These assessments have a direct impact on net income. The estimated useful lives of our assets by class are as follows:

Buildings	40 years
Building improvements	5-25 years
Site improvements	15 years
Tenant improvements	Shorter of lease term or economic life
Intangible lease assets	Lease term

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Buildings	40 years
Building improvements	5-25 years
Site improvements	15 years
Tenant improvements	Shorter of lease term or economic life
Furniture, fixtures, and equipment	3-5 years
Intangible lease assets	Lease term

Evaluating the Recoverability of Real Estate Assets

We continually monitor events and changes in circumstances that could indicate that the carrying amounts of the real estate and related intangible assets of both operating properties and properties under construction in which we have an ownership interest, either directly or through investments in joint ventures, may not be recoverable.

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When indicators of potential impairment are present that suggest that the carrying amounts of real estate assets and related intangible assets may not be recoverable, we assess the recoverability of these assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying values, we adjust the carrying value of the real estate assets and related intangible assets to the estimated fair values, pursuant to the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognize an impairment loss. Estimated fair values are calculated based on the following information, in order of preference, depending upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value. We have determined that there has been no impairment in the carrying value of our real estate assets and related intangible assets to date.

Projections of expected future operating cash flows require that we estimate future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. The subjectivity of assumptions used in the future cash flow analysis, including discount rates, could result in an incorrect assessment of the property's fair value and could result in the misstatement of the carrying value of our real estate assets and related intangible assets and net income (loss).

Allocation of Purchase Price of Acquired Assets

Upon the acquisition of real properties, we allocate the purchase price of properties to tangible assets, consisting of land and building, site improvements, and identified intangible assets and liabilities, including the value of in-place leases, based in each case on our estimate of their fair values.

The fair values of the tangible assets of an acquired property (which includes land and building) are determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land and building based on our determination of the relative fair value of these assets. We determine the as-if-vacant fair value of a property using methods similar to those used by independent appraisers. Factors we consider in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases, including leasing commissions and other related costs. In estimating carrying costs, we include real estate taxes, insurance, and other operating expenses during the expected lease-up periods based on current market demand.

Intangible Assets and Liabilities Arising from In-Place Leases Where We Are the Lessor

As further described below, in-place leases where we are the lessor may have values related to direct costs associated with obtaining a new tenant, opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease, tenant relationships, and effective contractual rental rates that are above or below market rates:

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•

Direct costs associated with obtaining a new tenant, including commissions, tenant improvements, and other direct costs, are estimated based on management's consideration of current market costs to execute a similar lease. Such direct costs are included in intangible lease origination costs in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases.

•

The value of opportunity costs associated with lost rentals avoided by acquiring an in-place lease is calculated based on the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. Such opportunity costs are included in intangible lease assets in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases.


•	The value of tenant relationships is calculated based on the expected renewal of a lease or the likelihood of obtaining a particular tenant for other locations. Values associated with tenant relationships are included in intangible lease assets in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases.

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•

The value of effective rental rates of in-place leases that are above or below the market rates of comparable leases is calculated based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be received pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining terms of the leases. The capitalized above-market and below-market lease values are recorded as intangible lease assets or liabilities and are amortized as an adjustment to rental income over the remaining terms of the respective leases.

See Note 2 to our accompanying consolidated financial statements included herein for a tabular presentation of our intangible in-place lease assets and liabilities and related amortization expense.

Evaluating the Recoverability of Intangible Assets and Liabilities

The values of intangible lease assets and liabilities are determined based on assumptions made at the time of acquisition and have defined useful lives, which correspond with the lease terms. There may be instances in which intangible lease assets and liabilities become impaired, and we are required to expense the remaining asset or liability immediately or over a shorter period of time. Lease restructurings, including, but not limited to, lease terminations and lease extensions, may impact the value and useful life of in-place leases. In-place leases that are terminated, partially terminated, or modified will be evaluated for impairment if the original in-place lease terms have been modified. In situations where the discounted cash flows of the modified in-place lease stream are less than the discounted cash flows of the original in-place lease stream, we reduce the carrying value of the intangible lease assets to reflect the modified lease terms and recognize an impairment loss. For lease extensions of in-place leases that are executed more than one year prior to the original lease expiration date, the useful life of the intangible lease assets and liabilities will be extended over the new lease term with the exception of those components, such as lease commissions and tenant allowances, which have been renegotiated for the extended term. Renegotiated in-place lease components, such as lease commissions and tenant allowances, will be amortized over the shorter of the useful life of the asset or the new lease term. We have determined that there has been no impairment in the carrying value of our intangible assets to date.

Related-Party Transactions and Agreements

WeDuring ~~have~~2013, ~~entered~~we ~~into~~were party to agreements with the Advisor, WIS, and Wells Management whereby we ~~pay~~paid certain fees and reimbursements to the Advisor, WIS, and Wells Management for acquisition fees, selling commissions, dealer-manager fees, property management fees, asset management fees, reimbursement of other offering costs, and reimbursement of operating costs. ~~See~~In ~~Note~~connection 9with the toclosing ~~our~~of ~~accompanying~~the ~~consolidated~~primary ~~financial~~portion ~~statements~~of ~~included~~our ~~herein~~Initial ~~for~~Offering aand ~~discussion~~our oftransition ~~the~~to ~~various~~self-management, we terminated the related~~-party~~ agreements ~~and~~on or before December 31, 2013. For the period from January 1, 2014 through June 30, 2014, we were party to the TSA with WREF, a former related ~~transactions~~party, ~~fees~~pursuant to which WREF and its affiliates provide certain consulting, support and ~~reimbursements~~transitional services to us in order to facilitate our successful transition to self-management. From July 1, 2014 through September 30, 2014, we are party to the TSA

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Amendment, which extends services under the TSA as it relates to certain transfer agent and client services functions. Effective June 27, 2014, we entered into an agreement with Wells REF - 6200 The Corners Parkway Owner, LLC, a subsidiary of WREF, to lease 4,221 square feet, or approximately 3%, of the 6200 The Corners Parkway Building to serve as our corporate headquarters. This lease does not indicate any other business relationship between us and WREF except one of a landlord and tenant. See Note 8 to our accompanying consolidated financial statements included herein for a discussion of the various related-party agreements and the related transactions, fees, and reimbursements.

Commitments and Contingencies

We are subject to certain commitments and contingencies with regard to certain transactions. Refer to Note 65 and Note 98 of our accompanying consolidated financial statements for further explanation. Examples of such commitments and contingencies include:

• obligations under capital leases; and

• commitments under existing lease agreements;.

• the Revised Advisory Agreement; and

• the Master Property Management, Leasing, and Construction Agreement.

Subsequent Event

Declaration of Distributions

On ~~November~~August 136, ~~2013~~2014, our board of directors declared a distribution to stockholders for the ~~fourth~~third quarter of ~~2013~~2014 in the amount of $0.375 per share (a 6.0% annualized yield on a $25.00 original share price) on the outstanding shares of common stock payable to stockholders of record as of ~~December~~September 1315, ~~2013~~2014. Such distributions will be paid in ~~December~~September ~~2013~~2014.

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ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Omitted pursuant to Regulation S-K, Item 305(e).


ITEM 4.	CONTROLS AND PROCEDURES

Management's Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report in providing a reasonable level of assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods in SEC rules and forms, including providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September~~June 30, ~~2013~~2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.	OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

From time to time, we are party to legal proceedings, which arise in the ordinary course of our business. We are not currently involved in any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities.


ITEM 1A.	RISK FACTORS

WeThere ~~are~~have ~~subject~~been tono ~~the~~material ~~following~~changes ~~additional~~from ~~risk, which hereby supplements or replaces~~ the risk factors disclosed in ~~the~~Item ~~"Risk~~1A ~~Factors" sections~~ of our Annual Report on Form 10-K for the year ended December 31, ~~2012 and our Quarterly Reports on Form 10-Q for the periods ended March 31,~~ 2013 ~~and June 30, 2013~~.

We are dependent upon affiliates of WREF, including the Advisor, to conduct our operations; thus, adverse changes in the financial health of WREF could hinder the Advisor's ability to provide services to us and consequently impair our operating results and negatively affect the return on your investment.

We are dependent upon the Advisor, which is owned and controlled by WREF, to provide certain services that are essential to us, including asset management services and asset acquisition and disposition services, as well as other administrative responsibilities, including accounting services, stockholder communications, and investor relations. WREF is largely dependent upon the fees and other compensation that it receives from the public programs it sponsors (including us) to conduct its operations. A large portion of WREF's income is derived under a consulting agreement with Columbia. Columbia is a mature program sponsored by WREF that reported $5.6 billion of assets as of September 30, 2013. Effective February 28, 2013, Columbia transitioned to self-management and no longer relies on WREF other than for consulting and investor relations services, which services are performed pursuant to agreements that expire on December 31, 2013.

A smaller portion of WREF’s income is derived under a transition services agreement with CatchMark. CatchMark is another program sponsored by WREF that reported $344.2 million of assets as of September 30, 2013. Effective October 25, 2013, CatchMark also transitioned to self-management and no longer relies on WREF other than for certain

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consulting, support and transitional services, which services are performed pursuant to agreements that expire on June 30, 2014.

WREF does not expect to receive significant compensation from Columbia and CatchMark beyond December 31, 2013 and June 30, 2014, respectively. WREF does not expect to replace that income from other sources. Although we expect WREF to have the financial resources to continue to provide asset management and advisory services to us pursuant to the terms of the Revised Advisory Agreement, there is no guarantee that WREF will be able to continue to provide the same level of service that we have received to date. A decline in the level of service provided by WREF could impair our operating results and could ultimately have an adverse effect on the value of your investment.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) ~~All~~There ~~equity~~were ~~securities~~no ~~sold~~unregistered bysales usof inequity securities during the quarter ended ~~September~~June 30, ~~2013 were sold in an offering registered under the Securities Act~~2014.

(b) OnNot ~~June 10, 2010, our Registration Statement on Form S-11 (File No~~applicable. 333-163411), covering a public offering of up to 230,000,000 shares of common stock, was declared effective under the Securities Act. We commenced the Initial Offering on June 10, 2010 upon retaining WIS, an affiliate of the Advisor, as the dealer-manager of the Initial Offering. We offered 200,000,000 shares of common stock in our primary offering at an aggregate offering price of up to $5.0 billion, or $25.00 per share with discounts available to certain categories of purchasers. The 30,000,000 shares offered under the DRP are initially being offered at an aggregate offering price of $712.5 million, or $23.75 per share. Our Initial Offering expired on June 10, 2013, pursuant to its terms. On June 12, 2013, the unsold primary offering shares were deregistered, and on June 13, 2013, the registration of the shares issuable pursuant to our DRP was continued on a Registration Statement on Form S-3. As of September 30, 2013, we had raised gross offering proceeds under our public offerings of approximately $520.2 million from the sale of approximately 20.9 million shares of common stock; after deductions from such gross offering proceeds for selling commissions and dealer-manager fees of approximately $46.6 million, acquisition fees of approximately $10.4 million, and other offering expenses of approximately $10.3 million, we had raised aggregate net offering proceeds of approximately $452.9 million. We have invested the majority of the net offering proceeds raised through September 30, 2013 in commercial real estate properties. Going forward, we intend to use net offering proceeds from the DRP primarily to fund (i) capital improvements for our properties, (ii) repayment of debt, and (iii) redemptions of shares of our common stock under our Amended SRP.

Period	Total Number of Shares Redeemed(1)	Average Price Paid per Share	Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program(2)	Approximate Dollar Value of Shares Available That May Yet Be Redeemed Under the Program
July 2013	135,412	$22.73	135,412	(3)
April 2014	14,168	$22.65	14,168	(3)
August 2013	24,494	$22.67	24,494	(3)
May 2014	—	N/A	—
September 2013	106,286	$22.74	106,286	(3)
June 2014	—	N/A	—

(1) All purchases of our equity securities by us in the three months ended ~~September~~June 30, ~~2013~~2014 were made pursuant to the Amended SRP.

(2) We announced the commencement of the program on June 10, 2010, and it was subsequently amended on November 8, 2011, August 13, 2012 and August 22, 2013. The Amended SRP was terminated effective April 30, 2014.

(3) WeDuring ~~currently~~the ~~limit~~period presented, we limited the dollar value and number of shares that may ~~yet~~ be redeemed under the program as described below.

Our 39board of directors previously adopted a share redemption program, as amended, referred to as the Amended SRP, pursuant to which investors could sell their shares to us subject to numerous restrictions. The Amended SRP was terminated effective April 30, 2014. In April 2014, Ordinary Redemption (defined below) requests exceeded the limits of the Amended SRP and, as such, were prorated pursuant to the terms of the Amended SRP at a rate of approximately 7.0% respectively. All shares tendered for redemption that could not be redeemed prior to April 30, 2014 are no longer held in queue for redemption at a later date under the Amended SRP or otherwise.

In addition to the one-year holding period for “Ordinary Redemptions” (redemptions not sought within two years of a stockholder’s death, qualifying disability or qualification for federal assistance in connection with the payment of costs of confinement to a long-term care facility), through its termination, effective April 30, 2014, the Amended SRP was subject to the following limitations on the dollar value and number of shares that we could redeem:


•	We did not redeem shares on any day to the extent that such redemptions would cause the amount of Ordinary Redemptions during the 12-month period ending on such day to exceed 70% of the net proceeds from the DRP during the same 12-month period.

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~~Our~~• ~~board~~We oflimited ~~directors~~all ~~has~~redemptions ~~adopted~~so athat ~~share~~the ~~redemption~~aggregate ~~program,~~of assuch ~~amended,~~redemptions ~~referred~~during ~~to as~~ the ~~Amended~~12-month ~~SRP,~~period ~~pursuant~~ending ~~to which investors may sell their shares to us subject to numerous restrictions. The limits~~ on ~~our~~such ~~ability~~redemption todate ~~redeem~~did ~~shares~~not ~~under the program are as set forth below~~exceed:

• ~~Except~~100% ~~with respect to redemptions sought within two years~~ of ~~a stockholder's death, qualifying disability or qualification for federal assistance in connection with~~ the ~~payment~~net ofproceeds ~~the~~from ~~costs~~our ofDRP ~~confinement~~during tosuch ~~a long~~12-~~term~~month ~~care~~period; ~~facility, we will not redeem shares until one year after the issuance of the shares to be redeemed.~~or

• For the period from August 22, 2013 through August 22, 2014, we will not redeem shares on any day to the extent that such redemptions would cause the amount of “Ordinary Redemptions” (redemptions not sought within two years of a stockholder’s death, qualifying disability or qualification for federal assistance in connection with the payment of costs of confinement to a long-term care facility) during the 12-month period ending on such day to exceed 70% of the net proceeds from the DRP during the same 12-month period. For Ordinary Redemptions requested after August 22, 2014, we will not redeem shares on any day to the extent that such redemptions would cause the amount of Ordinary Redemptions during the 12-month period ending on such day to exceed 50% of the net proceeds from the DRP during the same 12-month period.

• We will limit all redemptions so that the aggregate of such redemptions during the 12-month period ending on such redemption date does not exceed:

• 100% of the net proceeds from the DRP during such 12-month period; or


•	5% of the weighted-average number of shares outstanding in such 12-month period.

We ~~will~~did not redeem any share that ~~has~~had been transferred for value by a stockholder. After a transfer for value, the transferee and all subsequent holders of the share ~~are~~were not eligible to participate in the Amended SRP with respect to the shares so transferred. For additional details about the termination of the Amended SRP, see Note 6 to the accompanying consolidated financial statements.

Our board of directors may amend, suspend or terminate the Amended SRP upon 30 days' notice; however, the effective date of an amendment may be accelerated by the board of directors to a date that is fewer than 30 days after the date of the announcement of the amendment if the amendment does not adversely affect the rights of redeeming stockholders.


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES


(a)	There have been no defaults with respect to any of our indebtedness.


(b)	Not applicable.


ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.	OTHER INFORMATION

(a) During the ~~third~~second quarter of ~~2013~~2014, there was no information that was required to be disclosed in a report on Form 8-K that was not disclosed in a report on Form 8-K.

Declaration of Distributions

On ~~November~~August 136, ~~2013~~2014, our board of directors declared a distribution to stockholders for the ~~fourth~~third quarter of ~~2013~~2014 in the amount of $0.375 per share (a 6% annualized yield on a $25.00 original share price) on the outstanding shares of common stock payable to stockholders of record as of ~~December~~September 1315, ~~2013~~2014. Such distributions will be paid in ~~December~~September ~~2013~~2014.

~~(b)~~Submission ~~There~~of ~~are~~Matters ~~no material changes~~ to ~~the~~a ~~procedures~~Vote ~~by which stockholders may recommend nominees to our board~~ of ~~directors~~Security ~~since the filing of our proxy statement on Schedule 14A in respect of our 2013 annual stockholders' meeting.~~Holders

On 40August 6, 2014, we held our annual meeting of stockholders for the purpose of:

1)electing the following individuals to our board of directors: Frank M. Bishop, Stephen J. LaMontagne, and Harvey E. Tarpley;

2)considering and voting upon four proposals to amend our charter to:

A.eliminate certain provisions that had previously been required by state securities administrators in connection with our Initial Offering or that relate to such required provisions;

B.add language to specify that the charter provision regarding the requirements of tender offers will apply until we list our shares on a national securities exchange;

C.add a provision that enables us to declare and pay a dividend of one class of our stock to the holders of shares of another class of stock; and

D.eliminate a provision that exempts us from the application of Subtitle 8 of Title 3 of the Maryland General Corporation Law.

3)considering and voting upon a proposal to permit our board of directors to adjourn the annual meeting, if necessary, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes for the proposals; and

4)attending to other business properly presented at the meeting.

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All of the director nominees were elected to serve as directors until the next annual meeting of the stockholders and until their successors are duly elected and qualified. The number of votes cast for and votes withheld for each of the director nominees were as follows:



Name	Votes For	Votes Withheld
Frank M. Bishop	11,152,946	511,599
Stephen J. LaMontagne	11,142,526	522,019
Harvey E. Tarpley	11,140,872	523,673

The proposals to amend our charter were approved. The number of votes cast for, the number of votes cast against, and votes abstaining were as follows:



Name	Votes For	Votes Against	Abstain
Proposal 2.A (Eliminate Certain Charter Provisions)	10,475,805	456,281	732,459
Proposal 2.B (Tender Offer Provision Requirements)	10,644,569	375,336	644,640
Proposal 2.C (Add Dividend Provision)	10,311,357	611,467	741,721
Proposal 2.D (Eliminate Subtitle 8 of Title 3 Exemption)	10,353,334	427,055	884,156

We did not hold a vote on the last proposal as it was not necessary to adjourn the annual meeting to solicit additional proxies in favor of the proposals to amend our charter.

Amendment and Restatement of Charter

On August 6, 2014, at the annual meeting of our stockholders, our stockholders approved the Second Articles of Amendment, which were effective when filed with the State Department of Assessments and Taxation of Maryland on August 7, 2014. The Second Articles of Amendment are filed as Exhibit 3.1 hereto and are incorporated into this report by reference.

Amendment and Restatement of Bylaws

On August 6, 2014, our board of directors authorized and approved the Second Amended and Restated Bylaws, which amend and restate the Amended and Restated Bylaws, adopted by our board of directors on February 17, 2011. Under the Second Amended and Restated Bylaws, a majority of our outstanding voting stock will be required to call a special meeting of stockholders, as opposed to 10% or more of our outstanding voting stock as required under the Amended and Restated Bylaws. The Second Amended and Restated Bylaws were effective immediately upon effectiveness of the Second Articles of Amendment. The information set forth above with respect to the Second Amended and Restated Bylaws does not purport to be complete in scope and is qualified in its entirety by the full text of the Second Amended and Restated Bylaws, which are filed as Exhibit 3.2 hereto and are incorporated into this report by reference.


(b)	There are no material changes to the procedures by which stockholders may recommend nominees to our board of directors since the filing of our proxy statement on Schedule 14A in respect of our 2014 annual stockholders' meeting.


ITEM 6.	EXHIBITS

The exhibits required to be filed with this report are set forth on the Exhibit Index hereto and incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		WELLS CORE OFFICE INCOME REIT, INC.(Registrant)
		SIGNATURE OFFICE REIT, INC.(Registrant)
November 13, 2013		/s/ GLEN F. SMITH
August 7, 2014		/s/ Glen F. Smith
		Glen F. SmithSenior Vice President, Chief Financial Officer and Principal Financial Officer

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EXHIBIT INDEX TO

~~THIRD~~SECOND QUARTER ~~2013~~2014 FORM 10-Q OF

~~WELLS~~SIGNATURE ~~CORE~~ OFFICE ~~INCOME~~ REIT

ExhibitNo.	Description	~~Description~~
3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated July 20, 2010 and filed with the Commission on July 26, 2010.)
3.1*	Second Articles of Amendment and Restatement
3.2		Articles of Amendment (incorporated by reference to Exhibit 3.3 to Post-Effective Amendment No. 5 to the Registration Statement on Form S-11 (No. 333-163411) filed with the Commission on October 11, 2011.)
3.2*	Second Amended and Restated Bylaws
3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Pre-Effective Amendment No. 4 to the Registration Statement on Form S-11 (No. 333-163411) filed with the Commission on June 4, 2010.)
4.1	Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates) (incorporated by reference to Exhibit 4.2 to Pre-Effective Amendment No. 4 to the Registration Statement on Form S-11 (No. 333-163411) filed with the Commission on June 4, 2010.)
4.1		Form of Subscription Agreement (incorporated by reference to Appendix B to the Company's Post-Effective Amendment No. 11 to the Registration Statement on Form S-11 (No. 333-163411) filed with the Commission on March 28, 2013.
31.1*	Certification of the Principal Executive Officer of the Company, pursuant to Securities Exchange Act Rules 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4.2		Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates) (incorporated by reference to Exhibit 4.2 to Pre-Effective Amendment No. 4 to the Registration Statement on Form S-11 (No. 333-163411) filed with the Commission on June 4, 2010.)
31.2*	Certification of the Principal Financial Officer of the Company, pursuant to Securities Exchange Act Rules 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4.3		Distribution Reinvestment Plan (incorporated by reference to Appendix A to the Company's Post-Effective Amendment No. 13 to the Registration Statement on Form S-3 (No. 333-163411) filed with the Commission on June 13, 2013.)
32.1*	Certification of the Principal Executive Officer and Principal 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.
31.1*		Certification of the Principal Executive Officer of the Company, pursuant to Securities Exchange Act Rules 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
31.2*		Certification of the Principal Financial Officer of the Company, pursuant to Securities Exchange Act Rules 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.SCH*	XBRL Taxonomy Extension Schema.
32.1*		Certification of the Principal Executive Officer and Principal 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.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase.
99.1*		Fourth Amended and Restated Share Redemption Program
101.DEF*	XBRL Taxonomy Extension Definition Linkbase.
101.INS*		XBRL Instance Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase.
101.SCH*		XBRL Taxonomy Extension Schema.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase.
101.LAB*		XBRL Taxonomy Extension Label Linkbase.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase.

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*	Filed herewith.

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