<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

(Mark One)

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 [Fee Required]
 
For the fiscal year ended           December 31, 1999                      or
                          ------------------------------------------------
 
[_]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 [No Fee Required]
 
For the transition period from to _____________________ to ____________________
 
Commission file number                   0-25739
 
                   WELLS REAL ESTATE INVESTMENT TRUST, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



<TABLE> 
                           Georgia                                                             58-2328421
---------------------------------------------------------------                 ----------------------------------------
<S>                                                                             <C> 
(State or other jurisdiction of incorporation or organization)                   (I.R.S. Employer Identification Number)
 
6200 The Corners Parkway, Norcross, Georgia                                                      30092
---------------------------------------------------------------                 ----------------------------------------
           (Address of principal executive offices)                                            (Zip Code)
 
Registrant's telephone number, including area code                                           (770) 449-7800
                                                                                ----------------------------------------
Securities registered pursuant to Section 12 (b) of the Act:
 
                    Title of each class                                           Name of exchange on which registered
---------------------------------------------------------------                 ----------------------------------------
                          NONE                                                                     NONE
---------------------------------------------------------------                 ---------------------------------------- 
</TABLE>
 

Securities registered pursuant to Section 12 (g) of the Act:
 
                                 COMMON STOCK
--------------------------------------------------------------------------------
                               (Title of Class)

                                 COMMON STOCK
--------------------------------------------------------------------------------
                               (Title of Class)
 
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 _
      -       

Aggregate market value of the voting stock held by nonaffiliates: ______________

While there is no established market for the Registrant's shares of voting
stock, the Registrant has offered and sold shares of its voting stock pursuant
to a Form S-11 Registration Statement under the Securities Act of 1933 at a
price of $10 per share. The number of shares of common stock outstanding as of
February 29, 2000 was 15,385,335.

Documents Incorporated by Reference:

Registrant incorporates by reference portions of the Wells Real Estate
Investment Trust, Inc. Definitive Proxy Statement for the 2000 Annual Meeting of
Stockholders (Items 10, 11, 12, and 13 of Part III) to be filed no later than
April 30, 2000.

<PAGE>
 

                                    PART I


ITEM 1. BUSINESS

General

Wells Real Estate Investment Trust, Inc. (the "Company") is a Maryland
corporation formed on July 3, 1997. The Company is the sole general partner of
Wells Operating Partnership, L.P. ("Wells OP"), a Delaware limited partnership
organized for the purpose of acquiring, developing, owning, operating,
improving, leasing, and otherwise managing for investment purposes, income
producing commercial properties on behalf of the Company.

On January 30, 1998, the Company commenced a public offering of up to 16,500,000
shares of common stock at $10 per share pursuant to a Registration Statement on
Form S-11 under the Securities Act of 1933.  The Company commenced active
operations on June 5, 1998, when it received and accepted subscriptions for
125,000 shares.  The Company terminated its initial public offering on December
19, 1999, and on December 20, 1999, the Company commenced a second follow-on
public offering of up to 22,200,000 shares of common stock at $10 per share.  As
of December 31, 1999, the Company had sold 13,471,085 shares for total capital
contributions of $134,710,850.  After payment of $4,714,880 in Acquisition and
Advisory Fees and Expenses, payment of $16,838,857 in selling commissions and
organization and offering expenses, and capital contributions and acquisition
expenditures by Wells OP of $112,287,969 in property acquisitions, the Company
was holding net offering proceeds of $869,144 available for investment in
properties.

Wells OP owns interests in properties through equity ownership in the following
joint ventures: (i) The Fund IX-X-XI-REIT Joint Venture, a joint venture among
Wells OP and Wells Real Estate Fund IX, L.P., Wells Real Estate Fund X, L.P.,
and Wells Real Estate Fund XI, L.P. (the "Fund IX-X-XI-REIT Joint Venture"),
(ii) Wells/Fremont Associates (the "Fremont Joint Venture"), a joint venture
between Wells OP and Fund X and Fund XI Associates, which is a joint venture
between Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P. (the
"Fund X-XI Joint Venture"), (iii) Wells/Orange County Associates (the "Cort
Joint Venture"), a joint venture between Wells OP and the Fund X-XI Joint
Venture, and (iv) the Fund XI-XII-REIT Joint Venture, a joint venture among
Wells OP, Wells Real Estate Fund XI, L.P., and Wells Real Estate Fund XII, L.P.
(the "Fund XI-XII-REIT Joint Venture").

As of December 31, 1999, Wells OP owned interests in the following properties
either directly or through its interest in joint ventures:  (i) a three story
office building in Knoxville, Tennessee (the "ABB-Knoxville Building"); (ii) a
two story office building in Louisville, Colorado (the "Ohmeda Building); (iii)
a three story office building in Broomfield, Colorado (the "360 Interlocken
Building"); (iv) a one story office building in Oklahoma City, Oklahoma (the
"Lucent Technologies Building"); (v) a one story warehouse and office building
in Ogden, Utah (the "Iomega Building"), all five of which are owned by the Fund
IX-X-XI-REIT Joint Venture; (vi) a two story warehouse office building in
Fremont, California (the "Fremont Building"), which is owned by the Fremont
Joint Venture; (vii) a one story warehouse and office building in Fountain
Valley, California (the "Cort Building"), which is owned by the Cort Joint
Venture; (viii) a four story office building in Tampa, Florida (the "PWC
Building"); (ix) a four-story office building in Harrisburg, Pennsylvania (the
"AT&T Building"), which are owned directly by Wells OP; (x) a two-story
manufacturing and office building located in Fountain Inn, South Carolina (the
"EYBL CarTex Building"); (xi)  a three-story office building located in Leawood,
Kansas (the "Sprint Building"); (xii) a one-story office building and warehouse
in Tredyffrin Township, Pennsylvania (the "Johnson Matthey Building"); (xiii) a
two-story office building in Ft. Meyers, Florida (the "Gartner 

                                      -2-

<PAGE>
 
Building), all four of which are owned by Fund XI-XII-REIT Joint Venture; (xiv)
a two-story office building under construction located in Lake Forest,
California (the "Matsushita Project"); (xv) a four-story office building under
construction in Richmond, Virginia (the "ABB-Richmond Building"); (xvi) a two-
story office building and warehouse in Wood Dale, Illinois (the "Marconi
Building"); and (xvii) a five-story office building in Plano, Texas (the
"Cinemark Building"), all four of which are owned directly by Wells OP.

Employees

The Company has no direct employees. The employees of Wells Capital, Inc., the
Company's Advisor, perform a full range of real estate services including
leasing and property management, accounting, asset management and investor
relations for the Company.

See Item II "Compensation of Advisor and Affiliates", for a summary of the fees
paid to the Advisor and affiliates during the fiscal year ended December 31,
1999.

Insurance

Wells Management Company, Inc., an affiliate of the Company and the Advisor,
carries comprehensive liability and extended coverage with respect to all the
properties owned directly or indirectly by the Company.  In the opinion of
management of the registrant, the properties are adequately insured.

Competition

The Company will experience competition for tenants from owners and managers of
competing projects which may include its affiliates.  As a result, the Company
may be required to provide free rent, reduced charges for tenant improvements
and other inducements, all of which may have an adverse impact on results of
operations.  At the time the Company elects to dispose of its properties, the
Company will also be in competition with sellers of similar properties to locate
suitable purchasers for its properties.


I
TEM 2. PROPERTIES

The Company owns interest in 15 office buildings and 2 office buildings under
construction through its ownership in Wells OP which owns properties directly or
through its interest in four joint ventures.  The Company does not have control
over the operations of the joint ventures; however, it does exercise significant
influence.  Accordingly, investment in joint venture is recorded on the equity
method.  As of December 31, 1999, these properties were 99.9% occupied.

                                      -3-

<PAGE>
 
The following table shows lease expirations during each of the next ten years
for all leases as of December 31, 1999, assuming no exercise of renewal options
or termination rights:


<TABLE>
<CAPTION>
                                                          Partnership     Percentage     Percentage
                  Number                                    Share of       of Total       of Total
   Year of          of        Square       Annualized      Annualized       Square       Annualized
    Lease         Leases       Feet        Gross Base      Gross Base        Feet        Gross Base
 Expiration      Expiring    Expiring       Rent (1)        Rent (1)       Expiring         Rent
-----------      --------    --------     -----------     -----------     ----------     ---------- 
<S>              <C>         <C>          <C>             <C>             <C>            <C> 
      2000           0               0    $         0      $        0         0.0%           0.0%
      2001           2          20,739        328,620          12,258         1.7            2.1
      2002           3          12,606        248,508           9,269         1.0            1.6
      2003(2)        2          69,146      1,078,252         357,870         5.5            6.8
      2004(3)        2          61,005        946,050         701,427         4.9            6.0
      2005(4)        1         106,750      1,107,000          41,291         8.5            7.0
      2006(5)        1          52,253      1,412,160               0         4.2            8.9
      2007(6)        3         253,900      2,851,584       1,189,115        20.3           18.0
      2008(7)        5         501,045      5,752,791       4,481,215        40.0           36.3
      2009(8)        2         174,105      2,098,188       1,427,305        13.9           13.3
                 -----       ---------    -----------      ----------       -----          ----- 
                    21       1,251,549    $15,823,153      $8,219,750       100.0%         100.0%
                 =====       =========    ===========      ==========       =====          ===== 
</TABLE>


          (1)  Average monthly gross rent over the life of the lease,
               annualized.

          (2)  Expiration of Cort building lease--52,000 square feet.

          (3)  Expiration of Fairchild building lease--58,424 square feet.

          (4)  Expiration of Ohmeda building lease--106,750 square feet.

          (5)  Expiration of Coca Cola lease at the Cinemark building--52,253
               square feet.

          (6)  Expiration of Johnson Matthey building lease--130,000 square
               feet, expiration of ABB building lease--55,000 square feet and
               expiration of Sprint building lease--68,900 square feet.

          (7)  Expiration of PWC building lease--130,090 square feet; expiration
               of Gartner building lease--62,400 square feet; expiration of EYBL
               CarTex building lease--169,510 square feet; expiration of Lucent
               building lease--57,186 square feet; expiration of AT&T building
               lease--81,859 square feet.

          (8)  Expiration of Iomega building lease--108,250 square feet and
               expiration of Cinemark building lease--65,855 square feet.

The following describes the properties in which the Company owns an interest as
of December 31, 1999:

     Fund IX-X-XI-REIT Joint Venture

     On June 11, 1998, Fund IX and Fund X Associates (the "Joint Venture"), a
     joint venture between the Wells Real Estate Fund IX, L.P. ("Wells Fund
     IX"), a Georgia public limited partnership, and Wells Real Estate Fund X,
     L.P. ("Wells Fund X"), a Georgia public limited partnership, was amended
     and restated to admit Wells Real Estate Fund XI, L.P. ("Wells Fund XI") a
     Georgia public limited partnership, and Wells OP.  Wells Fund IX, Wells
     Fund X and Wells Fund XI are all Affiliates of the Company and the Advisor.

                                      -4-

<PAGE>
 
     The Joint Venture, which changed its name to the Fund IX-X-XI-REIT Joint
     Venture, had previously acquired and owned the following three properties:
     (i) the ABB-Knoxville Building located in Knoxville, Knox County,
     Tennessee, (ii) the Ohmeda Building located in Louisville, Boulder County,
     Colorado, and (iii) the 360 Interlocken Building located in Broomfield,
     Boulder County, Colorado.  On June 24, 1998, the Fund IX-X-XI-REIT Joint
     Venture purchased the Lucent Technologies Building located in Oklahoma
     City, Oklahoma County, Oklahoma. On July 1, 1998, Wells Fund X contributed
     the Iomega Building located in Ogden, Weber County, Utah to the Fund IX-X-
     XI-REIT Joint Venture.

     As of December 31, 1999, Wells OP had contributed approximately $1,421,466
     for an approximate 3.7% equity interest in the Fund IX-X-XI-REIT Joint
     Venture.  As of December 31, 1999, Wells Fund IX had an approximate 39.1%
     equity interest, Wells Fund X had an approximate 48.3% equity interest, and
     Wells Fund XI had an approximate 8.9% equity interest in the Fund IX-X-XI-
     REIT Joint Venture.

     The ABB Building

     On March 20, 1997, the Fund IX-X Joint Venture began construction on a
     three-story office building containing approximately 83,520 rentable square
     feet (the "ABB-Knoxville Building") on a 5.62 acre tract of real property
     in Knoxville, Knox County, Tennessee.  The land purchase and construction
     costs totaling approximately $8,012,711 were funded by capital
     contributions of $4,177,711 by Wells Fund IX and $3,835,000 by Wells Fund
     X.

     ABB Environmental Systems, a subsidiary of ABB, Inc., occupied its lease
     space of 55,000 rentable square feet comprising approximately 67% of the
     building in December 1997.  The initial term of the lease is 9 years and 11
     months commencing in December 1997.  ABB has the option under its lease to
     extend the initial term of the lease for two consecutive five year periods.
     The annual base rent payable during the initial term is $646,250 payable in
     equal monthly installments of $53,854 during the first five years and
     $728,750 payable in equal monthly installments of $60,729 during the last
     four years and 11 months of the initial term.  The annual base rent for
     each extended term will be at market rental rates. In addition to the base
     rent, ABB is required to pay additional rent equal to its share of
     operating expenses during the lease term.

     Commencing December 1, 1999, ABB Environmental exercised its right of first
     refusal to lease an additional 23,992 square feet of space vacated by the
     Associates in September 1999.  This addition increases their rentable floor
     area from 57,831 square feet to 81,823 square feet.  ABB will pay base rent
     at the same terms and conditions of their original terms.

     It is currently anticipated that the remaining cost to complete this
     project which includes the final buildout of remaining space will be
     approximately $89,000, which it is anticipated will be contributed by Wells
     Fund IX.

     The average effective annual rental per square foot at the ABB Building was
     $11.82 for 1999, $9.97 for 1998 and $8.16 for 1997, the first year of
     occupancy.  The occupancy rate at year end was 98% for 1999, 95% for 1998,
     and 67% for 1997.

     Ohmeda Building

     On February 13, 1998, the Fund IX-X Joint Venture acquired a two story
     office building that was completed in 1988 with approximately 106,750
     rentable square feet (the "Ohmeda Building") on a 15-acre tract of land
     located in Louisville, Boulder County, Colorado.  The purchase price for
     

                                      -5-

<PAGE>
 
     the Ohmeda Building was $10,325,000.  The Fund IX-X Joint Venture also
     incurred additional acquisition expenses in connection with the purchase of
     the Ohmeda Building, including attorneys' fees, recording fees and other
     closing costs.  As of December 31, 1999, Wells Fund IX had contributed
     $3,460,192 and Wells Fund X had contributed $6,900,878 toward the purchase
     of this building.

     The entire 106,750 rentable square feet of the Ohmeda Building is currently
     under a net lease date February 26, 1987, as amended by First Amendment to
     Lease dated December 3, 1987, as amended by Second Amendment to Lease dated
     October 20, 1997 (the "Lease") with Ohmeda, Inc., a Delaware corporation.
     The lease was assigned to the Joint Venture at the closing.  The lease
     currently expires in January 2005, subject to (i) Ohmeda's right to
     effectuate an early termination of the lease under the terms and conditions
     described below, and (ii) Ohmeda's right to extend the lease for two
     additional five year periods of time at the then current market rental
     rates.

     The monthly base rental payable under the lease is $83,709.79 through
     January 31, 2003; $87,890.83 from February 1, 2003 through January 31,
     2004; and $92,249.79 from February 1, 2004 through January 31, 2005.  Under
     the lease, Ohmeda is responsible for all utilities, taxes, insurance and
     other operating costs with respect to the Ohmeda Building during the term
     of the lease.  In addition, Ohmeda shall pay a $21,000 per year management
     fee for maintenance and administrative services of the Ohmeda Building.
     The Fund IX-X-XI-REIT Joint Venture, as landlord, is responsible for
     maintenance of the roof, exterior and structural walls, foundations, other
     structural members and floor slab, provided that the landlord's obligation
     to make repairs specifically excludes items of cosmetic and routine
     maintenance such as the painting of walls.

     The average effective annual rental per square foot at the Ohmeda Building
     was $9.62 for 1999 and 1998, the first year of occupancy.  The occupancy
     rate at year end was 100% for 1999 and 1998.

     360 Interlocken Building

     On March 20, 1998, the Fund IX-X Joint Venture acquired a three-story
     multi-tenant office building containing approximately 51,974 rentable
     square feet (the "360 Interlocken Building") on a 5.1 acre tract of land in
     Broomfield, Boulder County, Colorado for a purchase price of $8,275,000.
     excluding acquisition costs.  The purchase was funded by capital
     contributions of $6,642,466 by Wells Fund IX and $1,632,584 by Wells Fund
     X.

     The 360 Interlocken Building was completed in December 1996.  The first
     floor has multiple tenants and contain 15,599 rentable square feet; the
     second floor is leased to ODS Technologies, L.P. and contains 17,146
     rentable square feet; and the third floor is leased to Transecon, Inc. and
     contains 19,229 rentable square feet.  As stated, the entire third floor of
     the Interlocken Building containing 19,229 rentable square feet is
     currently under lease to Transecon and expires in October 2001, subject to
     Transecon's right to extend for one additional  term of five years upon 180
     days notice.  The monthly lease rent payable under the Transecon lease is
     approximately $24,000 for the initial term of the lease.  Under the lease,
     Transecon is responsible for its share of utilities, taxes, insurance and
     other operating expenses with respect to the Interlocken building.  In
     addition, Transecon has a right of first refusal under the lease for any
     second floor space proposed to be leased by the landlord.

     The entire second floor of the Interlocken building containing 17,146
     rentable square feet is currently under lease to ODS and expires in
     September 2003 subject to ODS's right to extend for 

                                      -6-

<PAGE>
 
     one additional term of three years. The monthly base rent payable under the
     ODS lease is $22,100 through January 1998; $22,150 through January 1999;
     $22,600 through January 2000; $23,100 through January 2001; $23,550 through
     January 2002; $24,050 through January 2003 and $24,550 through September
     2003. The rental payments to be made by the tenant under the ODS lease are
     also secured by the assignment of a $275,000 letter of credit which may be
     drawn upon by the landlord in the event of a tenant default under the
     lease. Under the lease, ODS is responsible for its share of utilities,
     taxes, insurance and other operating costs with respect to the Interlocken
     building.

     The average effective annual rental per square foot at the 360 Interlocken
     Building was $15.97 for 1999 and 1998, the first year of occupancy.  The
     occupancy rate at year end was 100% for 1999 and 1998.

     Lucent Technologies Building

     On May 30, 1997, the Fund IX-X Joint Venture entered into an agreement for
     the purchase and sale of real property with Wells Development Corporation
     ("Wells Development"), an affiliate of the Company and the Advisor, for the
     acquisition and development of a one-story office building containing
     57,186 net rentable square feet on 5.3 acres of land (the "Lucent
     Technologies Building").  On June 24, 1998, the Fund IX-X-XI-REIT Joint
     Venture purchased this property for a purchase price of $5,504,276.  The
     purchase price was funded by capital contributions of $1,421,466 by the
     Company, $657,804 by Wells Fund IX, $950,392 by Wells Fund X and $2,482,810
     by Wells Fund XI.

     Lucent Technologies has occupied the entire Lucent Technologies Building.
     The initial term of the lease is ten years commencing January 5, 1998.
     Lucent Technologies has the option to extend the initial term of the lease
     for two additional five year periods.  The annual base rent payable during
     the initial term is $508,383 payable in equal monthly installments of
     $42,365 during the first five years and $594,152 payable in equal monthly
     installments of $49,513 during the second five years of the lease term.
     The annual base rent for each extendable term will be at market rental
     rates.  In addition to the base rent, Lucent Technologies will be required
     to pay additional rent equal to its share of operating expenses during the
     lease term.

     The average effective annual rental per square foot at the Lucent
     Technologies Building was $10.19 for 1999 and 1998, the first year of
     occupancy.  The occupancy rate at year end was 100% for 1999 and 1998.

     Iomega Building

     On July 1, 1998, Wells Real Estate Fund X, L.P. ("Wells Fund X")
     contributed a single story warehouse and office building with 108,250
     rentable square feet (the "Iomega Building") and was credited with making a
     capital contribution to the IX-X-XI-REIT Joint Venture in the amount of
     $5,050,425, which represents the purchase price of $5,025,000 plus
     acquisition expenses of $25,425 originally paid by the Partnership for the
     Iomega Building on April 1, 1998.

     The building is 100% occupied by one tenant with a ten year lease term that
     expires on July 31, 2006.  The monthly base rent payable under the lease is
     $40,000 through November 12, 1999.  Beginning on the 40/th/ and 80/th/
     months of the lease term, the monthly base rent payable under the lease
     will be increased to reflect an amount equal to 100% of the increase in the
     Consumer Price Index (as defined in the lease) during the preceding 40
     months; provided however, that in no event shall the base rent be increased
     with respect to any one year by more than 6% or by less 

                                      -7-

<PAGE>
 
     than 3% per annum, compounded annually, on a cumulative basis from the
     beginning of the lease term. The lease is a triple net lease, whereby the
     terms require the tenant to reimburse the IX-X-XI-REIT Joint Venture for
     certain operating expenses, as defined in the lease, related to the
     building.

     On March 22, 1999, the Fund IX-X-X-REIT Joint Venture purchased a four-acre
     tract of vacant land adjacent to the Iomega Corporation Building located in
     Ogden, Utah.  This site is being used for additional parking and a loading-
     dock area, which includes at least 400 new parking stalls and new site work
     for truck maneuver space, in accordance with the requirements of the
     tenants and the city of Ogden.  The project was completed on July 31, 1999.
     The tenant, Iomega Corporation, has agreed to extend the term of its lease
     to April 30, 2009 and will pay an additional base rent, an amount equal to
     13% per annum payable in monthly installments of the direct and indirect
     cost of acquiring the property and construction of improvements.  This
     additional base rent commenced on May 1, 1999.

     The land was purchased at a cost of $212,000 excluding acquisition costs.
     The funds used to acquire the land and for the improvements are funded
     entirely out of capital contributions made by Wells Fund XI to the Fund IX-
     X-XI-REIT Joint Venture in the amount of $874,625.  The project was
     completed at a total cost of $874,625.

     The average effective annual rental per square foot at the Iomega Building
     was $5.18 for 1999 and $4.60 for 1998, the first year of occupancy.  The
     occupancy rate at year end was 100% for 1999 and 1998.

     Wells/Fremont Joint Venture - Fairchild Building

     On July 15, 1998, Wells OP entered into a joint venture agreement known as
     Wells/Fremont Associates ("Fremont Joint Venture") with Wells Development
     Corporation, a Georgia Corporation ("Wells Development").  Wells
     Development is an affiliate of the Company and the Advisor.  On July 21,
     1998, the Fremont Joint Venture acquired the Fairchild Building, a 58,424
     square-foot warehouse and office building located in Fremont, California
     (the "Fairchild Building"), for a purchase price of $8,900,000 plus
     acquisition expenses of approximately $60,000.  The purchase was funded by
     capital contributions of $6,900,000 by the Company, $1,000,000 by Wells
     Fund X and $1,000,000 by Wells Fund XI.

     The Fairchild Building is 100% occupied by one tenant with a seven-year
     lease term that commenced on December 1, 1997 (with an early possession
     date of October 1, 1997) and expires on November 30, 2004.  The monthly
     base rent payable under the lease is $68,128 with a 3% increase on each
     anniversary of the commencement date.  The lease is a triple net lease,
     whereby the terms require the tenant to reimburse the landlord for certain
     operating expenses, as defined in the lease, related to the building.

     On July 17,1998 a joint venture between Wells Fund X and Wells Fund XI (the
     "Fund X-XI Joint Venture") entered into an Agreement for the Purchase and
     Sale of Joint Venture Interest (the "Fremont JV Contract") with Wells
     Development. Pursuant to the Fremont JV Contract, the Fund X-XI Joint
     Venture contracted to acquire Wells Development's interest in the Fremont
     Joint Venture.  On October 8, 1998, the Fund X-XI Joint Venture exercised
     its rights under the Fremont Joint Venture Contract and purchased Wells
     Development's interest in the Fremont Joint Venture and became a joint
     venture partner with Wells OP in the ownership of the Fairchild Building.

                                      -8-

<PAGE>
 
     As of December 31, 1999, Wells OP had contributed $6,983,111 and held an
     approximate 78% equity percentage interest in the Fremont Joint Venture,
     and the Fund X-XI Joint Venture held an approximate 22% equity percentage
     interest in the Fremont Joint Venture.

     The average effective annual rental per square foot at the Fairchild
     Building was $15.46 for 1999 and 1998, the first year of occupancy.  The
     occupancy rate at year end was 100% for 1999 and 1998.

     Wells/Cort Joint Venture

     In July of 1998, Wells OP entered into a joint venture agreement known as
     Wells/Orange County Associates ("Cort Joint Venture") with Wells
     Development Corporation.   On July 31, 1998, the Cort Joint Venture
     acquired the Cort Furniture Building for a purchase price of $6,400,000
     plus acquisition expenses of approximately $150,000.  The Company
     contributed $2,871,430, Wells Fund X contributed $2,296,233 and Wells Fund
     XI contributed $1,398,767 toward the purchase of this building.

     The Cort Furniture Building is a 52,000 square-foot warehouse and office
     building located in Fountain Valley California.  The building is 100%
     occupied by one tenant with a 15-year lease term that commenced on November
     1, 1988 and expires on October 31, 2003.  The monthly base rent payable
     under the lease is $63,247 through April 30, 2001, at which time the
     monthly base rent will be increased 10% to $69,574 for the remainder of the
     lease term.  The lease is a triple net lease, whereby the terms require the
     tenant to reimburse the Cort Joint Venture for certain operating expenses,
     as defined in the lease, related to the building.

     On July 30, 1998, the Fund X-XI Joint Venture entered into the Agreement
     for the Purchase and Sale of Joint Venture Interest (the "Cort JV
     Contract") with Wells Development.  Pursuant to the Cort JV Contract, the
     Fund X-XI Joint Venture contracted to acquire Wells Development's interest
     in the Cort Joint Venture.  On September 1, 1998, the Fund X-XI Joint
     Venture exercised its rights under the Cort JV Contract and purchased Wells
     Development's interest in the Cort Joint Venture and became a joint venture
     partner with Wells OP  in the ownership of the Cort Furniture Building.

     As of December 31, 1999, Wells OP had made total capital contributions of
     $2,871,430 and held an approximate 44% equity percentage interest in the
     Cort Joint Venture, and the Fund X-XI Joint Venture held an approximate 56%
     equity percentage interest in the Cort Joint Venture.

     The average effective annual rental per square foot at the Cort Building
     was $15.30 for 1999 and 1998, the first year of occupancy.  The occupancy
     rate at year end was 100% for 1999 and 1998.

     The PWC Building

     On December 31, 1998, Wells OP acquired a four-story office building
     containing approximately 130,090 rentable square feet (the "PWC Building")
     which was recently developed and constructed on an approximately 9 acre
     tract of real property located in Tampa, Hillsborough County, Florida.  The
     total purchase price for the PWC Building pursuant to the Purchase
     Agreement was $21,127,854.  At the closing, Wells OP paid a purchase price
     of $20,707,854 to the Seller plus $98,609.30 for closing costs.

     Wells OP purchased the PWC Building subject to a loan from SouthTrust Bank,
     National Association ("SouthTrust") in the outstanding principal of
     $14,132,537.87 (the "SouthTrust 

                                      -9-

<PAGE>
 
     Loan"). The SouthTrust Loan consists of a revolving credit facility whereby
     SouthTrust agreed to loan up to $15.2 million. The SouthTrust Loan matures
     on December 31, 2000. The interest rate on the SouthTrust Loan is a
     variable rate per annum equal to the London InterBank Offered Rate for a
     thirty day period plus 200 basis points. As of December 31, 1999, the
     interest rate was 7.44% and the outstanding principal balance of the
     SouthTrust Loan was $12,498,532. The SouthTrust Loan is secured by a first
     mortgage against the PWC Building.

     On December 31, 1998, the Seller assigned all of its rights pursuant to the
     Lease Agreement dated as of March 30, 1998 between the Seller, as landlord,
     and Price Waterhouse LLP, which has subsequently merged with Coopers &
     Lybrand to form PriceWaterhouseCoopers ("PWC"), as tenant (such agreement,
     as assigned, is referred to herein as the "PWC Lease").  The PWC lease
     currently expires in December 2008, subject to PWC's right to extend the
     lease for two additional five year periods of time.

     The annual base rent payable under the PWC Lease is $1,915,741.13 during
     the first year of the initial lease term.  The base rent escalates at the
     rate of 3% per year throughout the ten year lease term.  In addition, PWC
     is required to pay a "reserve " of all property taxes, operating expenses,
     and other repair and maintenance work relating to the PWC Building.  PWC is
     also required to reimburse the landlord the cost of casualty insurance for
     the property.  Wells OP, as landlord, is responsible for all maintenance,
     repairs and replacements to the roof and structural components of the PWC
     Building, including without limitation, the roof system, exterior walls,
     load bearing walls, foundations, glazing and curtain wall systems.

     The average effective annual rental per square foot at the PWC Building was
     $16.98 for 1999 and 1998.  The occupancy rate at year end was 100% for 1999
     and 1998.

     AT&T Building

     On February 4, 1999, Wells OP, a Georgia limited partnership formed to
     acquire and hold real estate properties on behalf of the Company, acquired
     a four-story office building containing approximately 81,859 rentable
     square feet (the "AT&T Building), which was recently developed on an
     approximately 10.5 acre tract of real property located in Harrisburg,
     Pennsylvania for a purchase price of $12,291,200 excluding closing costs.

     Wells OP expended cash proceeds in the amount of $6,332,100 and obtained a
     loan in the amount of $6,450,000 from Bank of America, the net proceeds of
     which were used to fund the remainder of the purchase price of the AT&T
     Building.  The Bank of America Loan matures on January 4, 2002.  The
     interest rate on the Bank of America Loan is a fixed rate equal to the rate
     appearing on Telerate Page 3750 as the London InterBank Offered Rate plus
     200 basis points over a six-month period.  A principal installment in the
     amount of $6,150,000 was paid by Wells OP on July 22, 1999.  Thereafter,
     Wells OP is required to make quarterly installments of principal in an
     amount to one-ninth of the outstanding principal balance which began
     October 1, 1999.

     The AT&T Building is leased to Pennsylvania Cellular Telephone Corp., a
     North Carolina corporation.  At the closing of the AT&T Building, the
     seller assigned all of its right to the AT&T Lease to Wells OP.  The
     initial term of the AT&T Lease is ten years which commenced on November 17,
     1998.

     Pennsylvania Telephone has the option to extend the initial term of the
     AT&T Lease for three additional five-year periods and one additional four-
     year and eleven-month period.  The first 

                                      -10-

<PAGE>
 
     annual base rent payable under the lease is $880,264. The second year
     annual base rent payable will be $1,390,833. The base rent escalates at the
     rate of 2% per year throughout the remainder of the ten-year lease term.

     Under the AT&T Lease, Pennsylvania Telephone is required to pay as
     additional rent all real estate taxes, special assessments, water rates and
     charges, sewer rates and charges, public utilities, insurance premiums,
     street lighting, excise levies, licenses, permits, governmental inspection
     fees and other governmental charges and all other charges incurred in the
     use, occupancy, operation, leasing, or possession of the AT&T Building.  In
     addition, Pennsylvania Telephone is responsible for all routine maintenance
     and repairs relating to the AT&T Building.  Wells OP, as landlord, is
     responsible for (i) maintenance, repairs and replacements to the structural
     components of the AT&T Building, including without limitations, the roof,
     floor slabs, foundation walls, and footing, structural steel, exterior
     walls, driveways, roadways, sidewalks, curbs, parking areas, and loading
     areas, and (ii) making necessary capital replacements of heating,
     ventilation and air conditioning systems, electrical, plumbing, fire
     protection, and other mechanical systems in the building.

     The average effective annual rental per square foot at the AT&T Building
     was $18.21 for 1999.  The occupancy rate at year end was 100% for 1999, the
     first year of ownership.

     The Marconi Building

     On September 10, 1999, Wells OP acquired an office, assembly, and
     manufacturing building containing approximately 250,354 rentable square
     feet on a 15.3-acre tract of land located in Wood Dale, DuPage County,
     Illinois.  Wells OP acquired the Marconi (formerly Videojet) Building from
     Sun-Pla, a California limited partnership, pursuant to the agreement of
     purchase and sale (the "Contract").  The rights under the Contract were
     assigned by Wells Capital, Inc., the original purchaser under the Contract,
     to Wells OP at closing.  The cash purchase price for the Marconi Building
     was $32,630,940.  In addition, Wells OP paid brokerage commissions of
     $500,000 at closing.  Wells OP incurred acquisition expenses in connection
     with the purchase of the Marconi Building, including attorneys' fees,
     appraisers' fees, environmental consultants' fees, and other closing costs,
     of approximately $27,925.

     The Marconi Building is a two-story corporate headquarters facility with
     128,247 square feet of office space and 122,107 square feet of assembly and
     distribution space.  The Marconi Building was completed in 1991 and is
     located at 1500 Mittel Boulevard in the Chancellory Business Park in Wood
     Dale, Illinois.

     The entire Marconi Building is currently under a net lease agreement with
     Marconi dated May 31, 1991 (the "Marconi Lease").  The initial term of the
     Marconi Lease is 20 years which commenced in November 1991 and expires
     November 2011.  Marconi has the right to extend the Marconi Lease for one
     additional five-year period of time.  The extension option must be
     exercised by giving notice to the landlord at least 365 days prior to the
     expiration date of the current lease term.  The annual base rent payable
     for the remainder of the Marconi Lease term is $2,838,952 through November
     2001, then $3,376,746 thereafter.

     Under its lease, Marconi is responsible for repairs and maintenance of the
     roof, walls, structure and foundation landscaping, and the heating,
     ventilating, air conditioning, mechanical, electrical, plumbing, and other
     systems, and all other operating costs, including, but not limited to, real
     estate taxes, special assessments, utilities, and insurance.

                                      -11-

<PAGE>
 
     The average effective annual rental per square foot at the Marconi Building
     was $13.08.  The occupancy rate at year end was 100%, the first year of
     ownership.

     For additional information regarding the Marconi Building, refer to the
     Form 8-K of Wells Real Estate Investment Trust, Inc. dated September 10,
     1999, which was filed with the Commission on September 24, 1999 (Commission
     File No. 0-25739).

     The Cinemark Building

     On December 21, 1999, Wells OP purchased a five-story office building with
     approximately 118,108 rentable square feet located on a 3.52 acre tract of
     land in Plano, Collin County, Texas from CNMRK HQ Investors, L.P., a Texas
     limited partnership.

     The purchase price paid for the Cinemark Building was $21,800,000.  Wells
     OP also incurred additional acquisition expenses in connection with the
     purchase of the Cinemark Building, including attorneys' fees, appraisal
     fees, and other closing costs, of approximately $26,900.

     The entire 118,108 rentable square feet of the Cinemark Building is
     currently leased to two tenants.  Cinemark USA, Inc. ("Cinemark") occupies
     66,024 rentable square feet of the Cinemark Building, and The Coca-Cola
     Company ("Coca-Cola") occupies the remaining 52,084 rentable square feet of
     the Cinemark Building.

     The initial term of the Cinemark lease is ten years which commenced on
     December 21, 1999 and expires on December 20, 2009.  Cinemark has the right
     to renew the lease for two additional periods of time upon 180 days notice.
     The first renewal term shall be for five years and the second renewal term
     shall be for ten years.

     The base rent payable for the Cinemark lease and first renewal term is as
     follows:

               Lease Year         Yearly Base Rent        Monthly Base Rent
               ----------         ----------------        -----------------

                  1-7               $1,366,491.25               $113,874.27
                  8-10               1,481,737.50                123,478.13
                 11-15               1,567,349.00                130,612.42

     Under the Cinemark lease, Cinemark is required to pay as additional monthly
     rent its pro rata share of all electricity costs and all operating costs,
     including, but not limited to, garbage and waste disposal, janitorial
     service, security, insurance premiums, real estate taxes, assessments and
     other governmental levies, and such other operating costs with respect to
     the Cinemark Building as are consistent with other owners of first-class
     office buildings in Plano, Texas.  In addition, Cinemark is responsible for
     all routine maintenance and repairs to its portion of the Cinemark
     Building.  Wells OP, as landlord, is responsible for maintaining the common
     and service areas of the Cinemark Building and the repair and replacement
     of the roof, foundation, exterior windows, load bearing items, exterior
     surface walls, plumbing, pipes and conduits located in the common and
     service areas, central heating, ventilation and air conditioning systems,
     and electrical, mechanical, and plumbing systems of the Cinemark Building.

     The initial term of the Coca Cola lease is seven years which commenced on
     December 1, 1999 and expires on November 30, 2006.  Coca-Cola has the right
     to renew the lease for one additional five-year period of time.  Coca-Cola
     must give written notice of its intention to exercise the renewal option at
     least 240 days before the expiration of the lease term.

                                      -12-

<PAGE>
 
     The base rent payable for the Coca-Cola lease term is as follows:

               Lease Year        Yearly Base Rent        Monthly Base Rent
               ----------        ----------------        -----------------
 
                  1                  $1,250,016               $104,168.00
                  2                   1,302,100                108,508.33
                  3                   1,354,184                112,848.66
                  4                   1,406,268                117,189.00
                  5                   1,458,352                121,529.33
                  6                   1,510,436                125,869.66
                  7                   1,562,520                130,210.00

     Under the Coca-Cola lease, Coca-Cola is required to pay as additional
     monthly rent its pro rata share of all electricity costs and all operating
     costs, including, but not limited to, garbage and waste disposal,
     janitorial service, security, insurance premiums, real estate taxes,
     assessments and other governmental levies, and such other operating costs
     with respect to the Cinemark Building as are consistent with other owners
     of first-class office buildings in Plano, Texas.  In addition, Coca-Cola is
     responsible for all routine maintenance and repairs to its portion of the
     Cinemark Building.  Wells OP, as landlord, is responsible for maintaining
     the common and service areas of the Cinemark Building and the repair and
     replacement of the roof, foundation, exterior windows, load bearing items,
     exterior surface walls, plumbing, pipes and conduits located in the common
     and service areas, central heating, ventilation and air conditioning
     systems, and electrical, mechanical, and plumbing systems of the Cinemark
     Building.

     Fund XI-XII-REIT Joint Venture

     On June 21, 1999, Fund XI-REIT Joint Venture, a joint venture between Wells
     OP and Wells Real Estate Fund XI, L.P. ("Wells Fund XI") a Delaware limited
     partnership, was amended and restated to admit the Wells Real Estate Fund
     XII, L.P. ("Wells Fund XII"), a Georgia public limited partnership.  Wells
     Fund XI and Wells Fund XII are all affiliates of the Company and its
     advisors.  The Joint Venture which changed its name to Wells Fund XI-XII-
     REIT Joint Venture had previously acquired and owned the EYBL CarTex
     Building located in Greenville, South Carolina.  As of December 31, 1999,
     the Company had contributed $17,585,310 for an approximate 56.8% equity
     interest in the Fund XI-XII-REIT Joint Venture, Wells Fund XII has made
     capital contributions of $5,300,000 for an approximate 17.1% equity
     interest, and Wells Fund XI contributed $8,131,351 for an approximate 26.1%
     interest in the Fund XI-XII-REIT Joint Venture.

     EYBL CarTex Building

     On May 18, 1999, Wells Real Estate, LLC-SC I ("Wells LLC"), a Georgia
     limited liability company wholly owned by the Wells Fund XI-XII-REIT Joint
     Venture (the "Joint Venture"), acquired a manufacturing and office building
     located in Fountain In, unincorporated Greenville County, South Carolina
     (the "EYBL CarTex Building").  Wells LLC purchased the EYBL CarTex Building
     from Liberty Property Limited Partnership, a Pennsylvania limited
     partnership (the "Seller").

     The rights under the Contract were assigned by Wells Capital, Inc., an
     affiliate of the Partnership and the original purchaser under the Contract,
     to Wells LLC at closing.  The purchase price for the EYBL CarTex Building
     was $5,085,000.  Wells LLC also incurred additional acquisitions 

                                      -13-

<PAGE>
 
     expenses in connection with the purchase of the EYBL CarTex Building,
     including attorney's fees, recording fees and other closing costs, of
     approximately $37,000.

     The EYBL CarTex Building is a manufacturing and office building consisting
     of a total of 169,510 square feet comprised of approximately 140,580 square
     feet of manufacturing space, 25,300 square feet of two-story office space,
     and 3,360 square feet of cafeteria/training space.  An addition was
     constructed to the EYBL CarTex Building in 1989, which consisted of an
     additional 64,000 square feet of warehouse space.

     The property, located at 111 SouthChase Boulevard, was developed in the
     early 1980s on a site of approximately 11.94 acres.  The site is located in
     the SouthChase Industrial Park, which is located adjacent to I-385 in
     southwest Greenville with easy access to I-85.  The current configuration
     of the parking lot allows for approximately 252 spaces for vehicles, which
     has proven adequate for current tenant.  The landscaping at the facility is
     in good condition and is consistent with the quality level of the entire
     complex.

     The entire 169,510 rentable square feet of the EYBL CarTex Building is
     currently under an Agreement of Lease (the "Lease") with EYBL CarTex, Inc.,
     a South Carolina corporation ("EYBL CarTex").  The Lease was assigned to
     Wells LLC a the closing.

     The initial term of the Lease is ten years which commenced on March 1, 1998
     and expires in February 2008.  EYBL CarTex has the right to extend the
     Lease for two additional five-year periods of time.  Each extension option
     must be exercised by giving notice to the landlord at least 12 months
     prior to the expiration date of the then current lease term.

     The annual lease rent payable during the first four years of the lease is
     $508,530 in equal monthly installments of $42,377.50.  The annual lease
     rent for years five and six is $550,907.50, year seven and eight is
     $593,285, and years nine and ten is $610,236.

     Under the Lease, EYBL CarTex is required to pay as additional rent all real
     estate taxes, special assessments, utilities, taxes, insurance, and other
     operating costs with respect to the EYBL CarTex Building during the term of
     the Lease.  In addition, EYBL CarTex is responsible for all routine
     maintenance and repairs to the EYBL CarTex Building.  Wells LLC, as
     landlord, is responsible for maintenance of the footings and foundations
     and the structural steel columns and girders associated with the building.

     Pursuant to a lease commission agreement dated February 12, 1998 between
     Seller and the McNamara Company, Inc., Wells LLC is required to pay on or
     before March 1 of each year an amount equal to $13,787 as a brokerage fee
     to the McNamara Company, Inc. through March 1, 2007.

     The average effective annual rental per square foot at the EYBL CarTex
     Building was $3.31 the first year of occupancy.  The occupancy rate at year
     end was 100% for 1999.

     For additional information regarding the EYBL CarTex Building, refer to
     Supplement No. 8 dated June 15, 1999, to the Prospectus of Wells Real
     Estate Investment Trust, Inc. dated January 30, 1998, which is contained in
     Post-Effective Amendment No. 6 to Form S-11 Registration statement of Wells
     Real Estate Investment Trust, Inc. filed with the Commission on July 15,
     1999 (Commission File No. 333-32099).

                                      -14-

<PAGE>
 
     The Sprint Building

     On July 2, 1999, the Fund XI-XII-REIT Joint Venture acquired a three-story
     office building with approximately 68,900 rentable square feet on a 7.12-
     acre tract of land located in Leawood, Johnson County, Kansas, from Bridge
     Information Systems America, Inc.

     The purchase price for the Sprint Building was $9,500,000.  The Fund XI-
     XII-REIT Joint Venture also incurred additional acquisition expenses in
     connection with the purchase of the Sprint Building, including attorney's
     fees, recording fees, and other closing costs, of approximately $46,210.

     The entire 68,900 rentable square feet of the Sprint Building is currently
     under a net lease agreement with Sprint Communications, Inc. ("Sprint")
     dated February 14, 1997.  The landlord's interest in the lease was assigned
     to the Fund XI-XII-REIT Joint Venture at the closing.  The initial term of
     the lease is ten years which commenced on May 19, 1997 and expires on May
     18, 2007.  Sprint as the right to extend the lease for two additional five-
     year periods of times.  The monthly base rent payable under the lease is
     $83,254.17 ($14.50 per square foot) through May 18, 2002 and $91,866.67
     ($16 per square foot) for the remainder of the lease term.  The monthly
     base rent payable for each extended term of the lease will be equal to 95%
     of the then "current market rate" which is calculated as a full-service
     rental rate less anticipated annual operating expenses on a rentable square
     foot basis charged for space of comparable location, size, and conditions
     in comparable office buildings in the suburban south Kansas City, Missouri,
     and south Johnson County, Kansas, areas.

     Under the lease, Sprint is required to pay as additional rent all real
     estate taxes, special assessments, utilities, taxes, insurance, and other
     operating costs with respect to the Sprint Building during the term of the
     lease.  In addition, Sprint is responsible for all routine maintenance and
     repairs including the interior mechanical and electrical systems, the HVAC
     system, the parking lot, and the landscaping to the Sprint Building.  The
     Fund XI-XII-REIT Joint Venture, as landlord, is responsible for repair and
     replacement of the exterior, roof, foundation, and structure.

     The lease contains a termination option which may be exercised by Sprint
     effective as of May 18, 2004 provided that Sprint has not exercised either
     expansion option, as described below.  Sprint must provide notice to the
     Fund XI-XII-REIT Joint Venture of its intent to exercise its termination
     option on or before August 21, 2003.  If Sprint exercises its termination
     option, it will be required to pay the Fund XI-XII-REIT Joint Venture a
     termination payment equal to $6.53 per square foot, or $450,199.

     Sprint also has an expansion option for an additional 20,000 square feet of
     office space which may be exercised in two expansion phases.  Sprint's
     expansion rights involve building on unfinished ground-level space that is
     currently used as covered parking within the existing building footprint
     and shell.  At each exercise of an expansion option, the remaining lease
     term will be extended to be a minimum of an additional five years from the
     date of the completion of such expansion space.

     The average effective annual rental per square foot at the Sprint Building
     was $15.44 the first year of occupancy.  The occupancy rate at year end was
     100% for 1999.

                                      -15-

<PAGE>
 
     For additional information regarding the Sprint Building, refer to Form 8-K
     of Wells Real Estate Investment Trust, Inc. dated July 2, 1999, which was
     filed with the Commission on July 16, 1999 (Commission File No. 0-25739).

     Johnson Mathey Building

     On August 17, 1999, the Fund XI-XII-REIT Joint Venture acquired a research
     and development office and warehouse building located in Chester County,
     Pennsylvania, from Alliance Commercial Properties Ltd.

     Wells Capital, Inc., as original purchaser under the agreement, assigned
     its rights under the agreement to the Fund XI-XII-REIT Joint Venture at
     closing.  The purchase price paid for the Johnson Matthey Building was
     $8,000,000.  The Fund XI-XII-REIT Joint Venture also incurred additional
     acquisition expenses in connection with the purchase of the Johnson Matthey
     Building, including attorneys' fees, recording fees, and other closing
     costs, of approximately $50,000.

     The Johnson Matthey Building is a 130,000 square foot research and
     development office and warehouse building that was first constructed in
     1973 as a multitenant facility.  It was subsequently converted into a
     single-tenant facility in 1998.  The site consists of a ten-acre tract of
     land located at 434-436 Devon Park Drive in the Tredyffrin Township,
     Chester County, Pennsylvania.

     The entire 130,000 rentable square feet of the Johnson Matthey Building is
     currently leased to Johnson Matthey.  The Johnson Matthey lease was
     assigned to the Fund XI-XII-REIT Joint Venture at the closing with the
     result that the joint venture is now the landlord under the lease.  The
     annual base rent payable under the Johnson Matthey lease for the remainder
     of the lease term is as follows:  year three--$789,750, year four--
     $809,250, year five--$828,750, year six--$854,750, year seven--$874,250,
     year eight--$897,000, year nine--$916,500, and year ten--$939,250.

     The current lease term expires in June 2007.  Johnson Matthey has the right
     to extend the lease for two additional three-year periods of time.

     Under the lease, Johnson Matthey is required to pay as additional rent all
     real estate taxes, special assessments, utilities, taxes, insurance, and
     other operating costs with respect to the Johnson Matthey Building during
     the term of the lease.  In addition, Johnson Matthey is responsible for all
     routine maintenance and repairs to the Johnson Matthey Building.  The Fund
     XI-XII-REIT Joint Venture, as landlord, is responsible for maintenance of
     the footings and foundations and the structural steel columns and girders
     associated with the building.

     Johnson Matthey has a right of first refusal to purchase the Johnson
     Matthey Building in the event that the Fund XI-XII-REIT Joint Venture
     desires to sell the building to an unrelated third party.  The joint
     venture must give Johnson Matthey written notice of its intent to sell the
     Johnson Matthey Building, and Johnson Matthey will have ten days from the
     date of such notice to provide written notice of its intent to purchase the
     building.  If Johnson Matthey exercises its right of first refusal, it must
     purchase the Johnson Matthey Building on the same terms contained in the
     offer.

     The average effective annual rental per square foot at the Johnson Matthey
     Building was $6.67 the first year of occupancy.  The occupancy rate at year
     end was 100% for 1999.

                                      -16-

<PAGE>
 
     For additional information regarding the Johnson Matthey Building, refer to
     Supplement No. 10 dated October 10, 1999, to the Prospectus of Wells Real
     Estate Investment Trust, Inc. dated January 30, 1998, contained in Post
     Effective Amendment No. 7 to Form S-11 Registration Statement of Wells Real
     Estate Investment Trust, Inc. which was filed with the Commission on
     October 14, 1999 (Commission File No. 333-32099).

     The Gartner Building

     On September 20, 1999, the Fund XI-XII-REIT Joint Venture acquired a two-
     story office building with approximately 62,400 rentable square feet on a
     4.9-acre tract of land located at 12600 Gateway Boulevard in Fort Myers,
     Lee County, Florida, from Hogan Triad Ft. Myers I, Ltd., a Florida limited
     partnership.

     The rights under the contract were assigned by Wells Capital, Inc., the
     original purchaser under the contract, to the Fund XI-XII-REIT Joint
     Venture at closing.  The purchase price for the Gartner Building was
     $8,320,000.  The Fund XI-XII-REIT Joint Venture also incurred additional
     acquisition expenses in connection with the purchase of the Gartner
     Building, including attorneys' fees, recording fees, and other closing
     costs, of approximately $27,600.

     The entire 62,400 rentable square feet of the Gartner Building is currently
     under a net lease agreement with Gartner dated July 30, 1997 (the "Gartner
     Lease").  The landlord's interest in the Gartner Lease was assigned to the
     Fund XI-XII-REIT Joint Venture at the closing.

     The initial term of the Gartner Lease is ten years which commenced on
     February 1, 1998 and expires on January 31, 2008.  Gartner has the right to
     extend the Gartner Lease for two additional five-year periods of time.  The
     yearly base rent payable for the remainder of the Gartner Lease term is
     $642,798 through January 2000, $790,642 through January 2001, and
     thereafter will increase by 2.5% through the remainder of the Gartner
     Lease.

     Under the Gartner Lease, Gartner is required to pay as additional rent all
     real estate taxes, special assessments, utilities, taxes, insurance, and
     other operating costs with respect to the Gartner Building during the term
     of the Gartner Lease.  In addition, Gartner is responsible for all routine
     maintenance and repairs to the Gartner Building.  The Fund XI-XII-REIT
     Joint Venture, as landlord, is responsible for repair and replacement of
     the roof, structure, and paved parking areas.

     Gartner also has two expansion options for additional buildings under the
     Gartner Lease.  The two option plans are described in the Gartner Lease as
     the "Small Option Building" and the "Large Option Building."

     The "Small Option Building" expansion option allows Gartner the ability to
     expand into a separate, free-standing facility on the property containing
     between 30,000 and 32,000 rentable square feet to be constructed by the
     Fund XI-XII-REIT Joint Venture.  Gartner may exercise its expansion right
     for the "Small Option Building" by providing notice in writing to the Fund
     XI-XII-REIT Joint Venture on or before February 15, 2002.

     The "Large Option Building" expansion option allows Gartner the ability to
     expand into a separate, free-standing facility on the property containing
     between 60,000 and 75,000 rentable square feet to be constructed by the
     Fund XI-XII-REIT Joint Venture.  Gartner may exercise its expansion right
     for the "Small Option Building" by providing notice in writing to the Fund
     XI-XII-REIT Joint Venture on or before February 5, 2002.

                                      -17-

<PAGE>
 
     The average effective annual rental per square foot at the Gartner Building
     was $13.68 the first year of occupancy.  The occupancy rate at year end was
     100% for 1999.

     For additional information regarding the Gartner Building, refer to Form 8-
     K of Wells Real Estate Investment Trust, Inc. dated September 20, 1999,
     which was filed with the Commission on October 5, 1999 (Commission File No.
     0-25739).


ITEM 3. LEGAL PROCEEDINGS

There were no material pending legal proceedings or proceedings known to be
contemplated by governmental authorities involving the Company during 1999.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the shareholders for the year 1999.

                                      -18-

<PAGE>
 

                                    PART II


ITEM 5. MARKET FOR COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS

As of February 29, 2000, the Company had 15,385,335 shares of common stock
outstanding held by a total of 4,211 shareholders.  The current offering price
per share is $10.  There is no established public trading mark for the Company's
common stock. Under the Company's Articles of Incorporation, restrictions are
imposed on ownership and transfer of shares.

The Company will make distributions each taxable year (not including a return of
capital for federal income tax purposes) equal to at least 95% of its real
estate investment trust taxable income.  The Company intends to make regular
quarterly dividend distributions to holders of the shares.  Dividends will be
made to those shareholders who are shareholders as of the record dates selected
by the Directors.  Dividends will be paid on a quarterly basis.

Dividend distributions made to the shareholders during 1999 and 1998 (the first
year of operations) were as follows:


<TABLE>
<CAPTION>
      Distribution                  Total          
      for Quarter                   Cash           Investment      Return of 
        Ended                    Distributed         Income         Capital  
------------------               -----------      -----------     ----------
<S>                              <C>              <C>             <C>
March 31, 1998                     $        0         $0.000          $0.00
June 30, 1998                               0          0.000           0.00
September 30, 1998                    102,987          0.150           0.00
December 31, 1998                     408,176          0.160           0.00
March 31, 1999                        628,385          0.174           0.00
June 30, 1999                       1,121,457          0.175           0.00
September 30, 1999                  1,646,751          0.175           0.00
December 31, 1999                   2,168,330          0.175           0.00
</TABLE>


The fourth quarter dividend distributions for 1999 were paid to shareholders in
February 2000.  Although there is no assurance, Management of the Company
anticipates that dividend distributions to shareholders will continue in 2000 at
a level at least comparable with 1999 dividend distributions.


ITEM 6. SELECTED FINANCIAL DATA

The Company did not commence active operations until it received and accepted
subscriptions for a minimum of 125,000 shares on June 5, 1998, and accordingly,
there is no comparative financial data available from prior fiscal years.  As of
December 31, 1997, the Company's assets totaled approximately $490,073
consisting primarily of the Minority interest of Unit Holders and deferred
offering costs accrued.

                                      -19-

<PAGE>
 
The following sets forth a summary of the selected financial data for the fiscal
year ended December 31, 1999 and 1998.

                                                    1999             1998
                                                ------------     -----------

        Total assets                            $143,852,290     $42,832,573
                                                                 
        Total revenues                             6,495,395         395,178
                                                                 
        Net income                                 3,884,649         334,034
                                                                 
        Net income allocated to Shareholders       3,884,649         334,034
                                                                 
        Earning per share:                                       
          Basic and diluted                     $       0.50     $      0.40
                                                                 
        Cash distributions                              0.70            0.31


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
        OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Selected Financial Data and the accompanying financial statements of the Company
and notes thereto.

This Report contains forward-looking statements, within the meaning of Section
27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of
1934, including discussion and analysis of the financial condition of the
Company, anticipated capital expenditures required to complete certain projects,
amounts of cash distributions anticipated to be distributed to shareholders in
the future and certain other matters.  Readers of this Report should be aware
that there are various factors that could cause actual results to differ
materially from any forward-looking statement made in the Report, which include
changes in general economic conditions, charges in real estate conditions
construction costs which may exceed estimates, construction delays, increases in
interest rates, lease-up risks, inability to obtain new tenants upon the
expiration of existing leases, and the potential need to fund tenant
improvements or other capital expenditures out of operating cash flow.

Results of Operations and Changes in Financial Conditions

General

On January 30, 1998, the Company commenced a public offering of up to 16,500,000
shares of common stock at $10 per share pursuant to a Registration Statement on
Form S-11 filed under the Securities Act of 1933.  The Company commenced active
operations on June 5, 1998, when it received and accepted subscription for
125,000 shares.  The Company terminated its initial public offering on December
19, 1999, and on December 20, 1999, the Company commenced a second follow-on
public offering of up to 22,200,000 shares of common stock at $10 per share.  As
of December 31, 1999, the Company had sold a total of 13,471,085 shares for
aggregate capital contributions of $134,710,850.  After payment of $4,714,880 in
Acquisition and Advisory Fees and Expenses, payment of $16,838,857 in selling
commissions and organization and offering expenses, and capital contributions to
joint ventures and 

                                      -20-

<PAGE>
 
acquisitions expenditures by Wells OP of $112,287,969, the Company was holding
net offering proceeds of $869,144 available for investment in properties, as of
December 31, 1999.

Gross revenues of the Company of $6,495,395 for the year ended December 31, 1999
were attributable to rental income, interest income earned on funds held by the
Company prior to the investment in properties, and income earned from joint
ventures.  Expenses of the Company were $2,610,746 for the year ended December
31, 1999, and consisted primarily of rental expenses, administrative, accounting
fees, and printing expenses.  Since the Company did not commence active
operations until it received and accepted subscriptions for a minimum of 125,000
shares on June 5, 1998, there is no comparative financial data available for the
fiscal years prior to 1998.

Net increase in cash and cash equivalents is primarily the result of raising
$103,169,490 in common stock capital contributions offset by acquisition and
advisory fees and expenses, commissions, offering costs, capital contributions
to joint ventures, and distributions received from joint ventures.

Cash dividends of $0.175 per share were paid to shareholders for the fourth
quarter of 1999.

The Company has made an election under Section 856 (C) of the Internal Revenue
Code of 1986, as amended (the "Code"), to be taxed as a REIT under the Code
beginning with its taxable year ended December 31, 1999.  As a REIT for federal
income tax purposes, the Company generally will not be subject to Federal income
tax on income that it distributes to its stockholders.  If the Company fails to
qualify as a REIT in any taxable year, it will be subject to federal income tax
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.  Such an event could
materially adversely affect the Company's net income.  However, the Company
believes that it is organized and operates in such a manner as to qualify for
treatment as a REIT for the year ended December 31, 1999.  In addition, the
Company intends to continue to operate the Company so as to remain qualified as
a REIT for federal income tax purposes.

Recent Accounting Pronouncements

Effective April 3, 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up
Activities".  SOP 98-5 is effective for fiscal years beginning after December
15, 1998, and initial application is required to be reported as a cumulative
effect of change in accounting principle.  This SOP provides guidance on the
financial reporting of start-up costs and organization costs.  It requires costs
of start-up activities and organization costs to be expensed as incurred.
Adoption of this Statement by the Company in the first quarter of 1999 may
result in the write-off of certain capitalized organization costs.

                                      -21-

<PAGE>
 
Property Operations

As of December 31, 1999, the Company owned interests in the following
operational properties:

                 The ABB Building - IX-X-XI-REIT Joint Venture


<TABLE>
<CAPTION>
                                                           For the Year Ended             One Month
                                                               December 31                  Ended
                                                       ---------------------------
                                                          1999              1998       December 31, 1997
                                                       ----------         --------     -----------------
<S>                                                    <C>                <C>          <C>
Revenues:
     Rental income                                     $  987,327         $836,746          $ 28,512
     Interest income                                       58,768           20,192                 0
                                                       ----------         --------          -------- 
                                                        1,046,095          856,938            28,512
                                                       ----------         --------          -------- 
Expenses:                                                                                   
     Depreciation                                         537,799          475,020            36,863
     Management and leasing expenses                      120,325          107,338             1,711
     Operating costs, net of reimbursements                (2,532)         (40,641)           10,118
                                                       ----------         --------          -------- 
                                                          655,592          541,717            48,692
                                                       ----------         --------          -------- 
Net income (loss)                                      $  390,503         $315,221          $(20,180)
                                                       ==========         ========          ========  

Occupied percentage                                            98%              95%               67%
                                                       ==========         ========          ========  

Company's ownership percentage                                3.7%             3.8%                0%
                                                       ==========         ========          ========  

Cash distributed to the Company                        $   34,965         $ 21,965          $      0
                                                       ==========         ========          ========  

Net income allocated to the Company                    $   14,673         $  9,453          $      0
                                                       ==========         ========          ========  
</TABLE>


Rental income increased in 1999 over 1998 due primarily to the increased
occupancy level of the property.  Other operating expenses were negative for
1999 and 1998 due to an offset of tenant reimbursements in operating costs, as
well as management and leasing reimbursements.  Tenants are billed an estimated
amount for current year common area maintenance which is then reconciled the
second quarter of the following year and the difference billed to the tenant.
Total expenses increased for 1999 over 1998 due to increased depreciation and
management and leasing fees as the building was leased up.

Cash distributions and net income allocated to the Company increased in 1999
over prior year levels due to the lease up of the project.  The Company's
ownership in the Fund IX-X-XI-REIT Joint Venture decreased in 1999 as compared
to 1998 due to additional funding by Wells Fund XI to the Joint Venture in 1999.
The ABB Building incurred property taxes of $47,616 for 1999 and $36,771 for
1998.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 3.  For additional information on tenants,
etc. refer to Item 2, Properties, page 3.

The Company was admitted to the Fund IX-X-XI-REIT Joint Venture on June 11, 1998
and began participating in net income and cash distributions in June 1998.

                                      -22-

<PAGE>
 
              The Ohmeda Building/Fund IX-X-XI-REIT Joint Venture


<TABLE>
<CAPTION>
                                                                                                Eleven
                                                                            Year                Months
                                                                            Ended               Ended
                                                                        December 31,          December 31,
                                                                            1999                 1998
                                                                        ------------          ------------ 
     <S>                                                                <C>                  <C>
     Revenues:                                                
        Rental income                                                     $1,027,314             $898,901      
                                                                          ----------             --------      
     Expenses:                                                                                                 
        Depreciation                                                         326,304              299,112      
        Management and leasing expenses                                       46,911               41,688      
        Other operating expenses, net of reimbursements                      (15,183)               2,863      
                                                                          ----------             --------      
                                                                             358,032              343,663      
                                                                          ----------             --------      
     Net income                                                           $  669,282             $555,238      
                                                                          ==========             ========      
                                                                                                               
     Occupied percentage                                                         100%                 100%     
                                                                          ==========             ========      
                                                                                                               
     Company ownership percentage                                                3.7%                 3.8%     
                                                                          ==========             ========      
                                                                                                               
     Cash distributed to the Company                                      $   36,488             $ 21,824      
                                                                          ==========             ========      
                                                                                                               
     Net income allocated to the Company                                  $   25,103             $ 14,691      
                                                                          ==========             ========       
</TABLE>


The entire Ohmeda Building is currently under a net lease with Ohmeda, Inc. and
was assigned to the Fund IX-X-XI-REIT Joint Venture at closing.  The lease
currently expires in January 2005.  The monthly base rental payable under the
lease is $83,709.79 through January 31, 2003; $87,890,83 from February 1, 2003
through January 31, 2004; and $92,249.79 from February 1, 2004 through January
31, 2005.  Under the lease, Ohmeda is responsible for all utilities, taxes,
insurance and other operating costs with respect to the Ohmeda Building under
the term of the lease.

Since the Ohmeda Building was purchased in February 1998, comparative income and
expense figures are not available.  Other operating expenses are negative due to
tenant reimbursements reflected in this category, which includes management and
leasing expense reimbursement.  Tenants are billed an estimated amount for
current year common area maintenance which is then reconciled the following year
and the difference is billed to the tenant.  The Ohmeda Building incurred
property taxes of $249,707 for 1999 and $143,962 for 1998.

The Company was admitted to the Fund IX-X-XI-REIT Joint Venture on June 11, 1998
and began participating in net income and cash distributions in June 1998.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2.  For additional information on tenants,
etc. refer to Item 2, Properties, page 3.

                                      -23-

<PAGE>
 
         The 360 Interlocken Building/Fund IX-X-XI-REIT Joint Venture


<TABLE>
<CAPTION>
                                                                                 Ten Months      
                                                                 Year Ended         Ended        
                                                                December 31,      December 31,     
                                                                   1999             1998         
                                                                ------------     ------------    
<S>                                                             <C>              <C>             
Revenues:                                                                                        
  Rental income                                                   $829,827         $655,405      
  Interest income                                                        0              246      
                                                                  --------         --------      
                                                                   829,827         $655,651      
                                                                  --------         --------      
Expenses:                                                                                        
  Depreciation                                                     286,680          238,299      
  Management and leasing expenses                                   73,129           55,130      
  Other operating expenses, net of reimbursements                   42,431          (65,654)     
                                                                  --------         --------      
                                                                   402,240          227,775      
                                                                  --------         --------      
Net income                                                        $427,587         $427,876      
                                                                  ========         ========      
                                                                                                 
Occupied percentage                                                    100%             100%     
                                                                  ========         ========      
                                                                                                 
Company ownership percentage                                           3.7%             3.8%     
                                                                  ========         ========      
                                                                                                 
Cash distribution to the Company                                  $ 26,570         $ 18,126      
                                                                  ========         ========      
                                                                                                 
Net income allocated to the Company                               $ 16,041         $ 12,577      
                                                                  ========         ========       
</TABLE>


The 360 Interlocken Building was completed in December 1996.  The first floor
has multiple tenants and contains 15,599 rentable square feet; the second floor
is leased to ODS Technologies, L.P. and contains 17,146 rentable square feet;
and the third floor is leased to Transecon, Inc. and contains 19,229 rentable
square feet.

Since the 360 Interlocken Building was purchased in March 1998, comparable
income and expense figures for the prior year are available for only ten months.
Other operating expenses for 1998 are negative due to an offset of tenant
reimbursements in operating costs as well as management and leasing expense
reimbursement.  Tenants are billed an estimated amount for current year common
area maintenance which is then reconciled in the following year and the
difference is billed to the tenant.  The 360 Interlocken Building incurred
property taxes of $244,025 for 1999 and $96,747 for 1998.

The Company was admitted to the Fund IX-X-XI-REIT Joint Venture on June 11, 1998
and began participating in net income and cash distributions in June 1998.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2.  For additional information on tenants,
etc. refer to Item 2, Properties, page 3.

                                      -24-

<PAGE>
 
         Lucent Technologies Building/Fund IX-X-XI-REIT Joint Venture


<TABLE>
<CAPTION>
                                                                        Seven Months                         
                                                         Year Ended        Ended                             
                                                         December 31,   December 31,                         
                                                            1999           1998                              
                                                         ------------   ------------                         
<S>                                                      <C>            <C>                                  
Revenues:                                                                                                    
  Rental income                                            $583,009       $291,508                           
                                                           --------       --------                           
Expenses:                                                                                                    
  Depreciation                                              183,204        106,871                           
  Management and leasing expenses                            21,479         11,281                           
  Other operating expenses, net of reimbursements            15,809          9,883                           
                                                           --------       --------                           
                                                            220,492        128,035                           
                                                           --------       --------                           
Net income                                                 $362,517       $163,473                           
                                                           =========      ========                           
                                                                                                             
Occupied percentage                                             100%           100%                          
                                                           =========      ========                           
                                                                                                             
Company ownership percentage                                    3.7%           3.8%                          
                                                           =========      ========                            
                                                                                                             
Cash distribution to the Company                           $ 18,746       $ 15,279                           
                                                           =========      ========                           
                                                                                                             
Net income allocated to the Company                        $ 13,600       $  6,313                           
                                                           =========      ========                           
</TABLE>


The Lucent Technologies Building was completed in January 1998 with Lucent
Technologies occupying the entire building.  Under the terms of the lease, the
tenant is responsible for all utilities, property taxes and other operating
expenses.

Since the Lucent Technologies Building was purchased by the IX-X-XI REIT Joint
Venture in June 1998, comparable income and expense figures for the prior year
are available for only seven months.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2.  For additional information on tenants,
etc., refer to Item 2, Properties, page 3.

                                      -25-

<PAGE>
 
                Iomega Building/Fund IX-X-XI-REIT Joint Venture


<TABLE>
<CAPTION>
                                                                     Nine Months                            
                                                       Year Ended       Ended                               
                                                      December 31,   December 31,                           
                                                         1999           1998                                
                                                      ------------   ------------                           
<S>                                                   <C>            <C>                                    
Revenues:                                                                                                   
  Rental income                                         $560,906       $373,420                             
                                                        --------       --------                             
Expenses:                                                                                                   
  Depreciation                                           204,925        145,975                             
  Management and leasing expenses                         24,295         16,808                             
  Other operating expenses, net of reimbursements          9,368         (4,579)                            
                                                        --------       --------                             
                                                         238,588        158,204                             
                                                        --------       --------                             
Net income                                              $322,318       $215,216                             
                                                        ========       ========                             
                                                                                                            
Occupied percentage                                          100%           100%                            
                                                        ========       ========                             
                                                                                                            
Company ownership percentage                                 3.7%           3.8%                            
                                                        ========       ========                             
                                                                                                            
Cash distribution to the Company                        $ 19,188       $  9,048                             
                                                        ========       ========                             
                                                                                                            
Net income allocated to the Company                     $ 12,085       $  5,838                             
                                                        ========       ========                              
</TABLE>


Since the Iomega Building was purchased in April 1998, comparative income and
expense figures for the prior year are available for only nine months.  Other
operating expenses for 1998 are negative due to tenant reimbursements reflected
in this category which include management and leasing expense reimbursement.
Tenants are billed an estimated amount for current year common area maintenance
which is then reconciled in the following year and the difference is billed to
the tenant. The Iomega Building incurred property taxes of $73,020 for 1999 and
$44,559 for 1998.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2. For additional information on tenants,
etc., refer to Item 2, Properties, page 3.

                                      -26-

<PAGE>
 
                   Wells/Orange County Joint Venture (Cort)


<TABLE>
<CAPTION>
                                                                             Five Months                     
                                                               Year Ended       Ended                        
                                                              December 31,   December 31,                    
                                                                  1999           1998                        
<S>                                                           ------------   ------------                    
Revenues:                                                     <C>            <C>                             
  Rental income                                                                                              
  Interest income                                               $795,545       $331,477                      
                                                                       0            448                      
                                                                --------       --------                      
                                                                 795,545        331,925                      
Expenses:                                                       --------       --------                      
  Depreciation                                                                                               
  Management and leasing expenses                                186,565         92,087                      
  Interest expense                                                30,360         12,734                      
     Other operating expenses, net of reimbursements                   0         29,472                      
                                                                  27,667          6,218                      
                                                                --------       --------                      
                                                                 244,592        140,511                      
Net income                                                      --------       --------                      
                                                                $550,953       $191,414                      
                                                                ========       ========                      
Occupied percentage                                                                                          
                                                                     100%           100%                     
                                                                ========       ========                      
Company ownership percentage                                                                                 
                                                                    43.7%          43.7%                     
                                                                ========       ========                      
Cash distribution to the Company                                                                             
                                                                $306,090       $124,435                      
                                                                ========       ========                      
Net income allocated to the Company                                                                          
                                                                $240,586       $ 91,978                      
                                                                ========       ========                       
</TABLE>
 

On July 31, 1998, the Cort Joint Venture acquired a one-story office and
warehouse building containing approximately 52,000 rentable square feel on a
3.65 acre tract of land in Fountain Valley, California (the "Cort Building") for
a purchase price of $6,400,000, excluding acquisition costs.

The Cort Building is 100% occupied by one tenant with a 15-year lease term that
commenced on November 1, 1988 and expires on October 31, 2003.  The monthly base
rent payable under the lease is $63,247 through April 30, 2001, at which time
the monthly base rent will be increased 10% to $69,574 for the remainder of the
lease term.  The lease is a triple net lease, whereby the terms require the
tenant to reimburse the Cort Joint Venture for certain operating expenses, as
defined in the lease, related to the building.

Since the Cort Building was purchased in July 1988, comparable income and
expense figures for the prior year are available for only five months.  The
tenant is responsible for property taxes.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2.  For additional information on tenants,
etc., refer to Item 2, Properties, page 3.

                                      -27-

<PAGE>
 
                    Wells/Fremont Joint Venture (Fairchild)


<TABLE>
<CAPTION>
                                                                                              Six Months
                                                                          Year Ended             Ended
                                                                         December 31,         December 31,
                                                                             1999                 1998
                                                                         ------------         ------------
<S>                                                                      <C>                  <C> 
Revenues:
     Rental income                                                         $902,946             $401,058
     Interest income                                                              0                3,896
                                                                           --------             --------
                                                                            902,946              404,954
                                                                           --------             --------
Expenses:
     Depreciation                                                           285,526              142,720
     Management and leasing expenses                                         37,355               16,726
     Interest expense                                                             0               73,919
     Other operating expenses, net of reimbursements                         20,891                9,670
                                                                           --------             --------
                                                                            343,772              243,035
                                                                           --------             --------
Net income                                                                 $559,174             $161,919
                                                                           ========             ========

Occupied percentage                                                             100%                 100%
                                                                           ========             ========

Company ownership percentage                                                   77.5%                77.5%
                                                                           ========             ========

Cash distribution to the Company                                           $611,855             $229,864
                                                                           ========             ========

Net income allocated to the Company                                        $433,383             $122,470
                                                                           ========             ========
</TABLE>


On July 21, 1998, the Wells/Fremont Joint Venture acquired a two-story warehouse
and office building containing approximately 58,424 rentable square feet on a
3.05 acre tract of land in Fremont, California (the "Fairchild Building") for a
purchase price of $8,900,000 excluding acquisition costs.

The Building is 100% occupied by Fairchild Technologies, U.S.A., Inc. with a
lease expiration of November 30, 2004.  The monthly base rent payable under the
lease is $68,128 with a 3% increase on each anniversary of the commencement
date.  The lease is a triple net lease, whereby the terms require the tenant to
reimburse the landlord for certain operating expenses, as defined in the lease,
related to the building.  The tenant is responsible for property taxes.

Since the Fairchild Building was purchased in July 1998, comparable income and
expense figures for the prior year are not available.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2.  For additional information on tenants,
etc. refer to Item 2, Properties, page 3.

                                      -28-

<PAGE>
 
                                 PWC Building


<TABLE>
<CAPTION>
                                                                                      One Month            
                                                                     Year Ended         Ended              
                                                                    December 31,     December 31,          
                                                                        1999            1998               
                                                                    ------------     ------------           
<S>                                                                 <C>              <C>                   
Revenues:                                                                                                  
Rental income                                                       $2,209,205         $20,994             
Interest income                                                              0          14,518             
                                                                    ----------       ---------                       
                                                                     2,209,205          35,512                       
Expenses:                                                           ----------       ---------                       
Depreciation                                                           821,492               0                       
Management and leasing expenses                                        156,471               0                       
Other operating expenses, net of reimbursements                         83,071          11,033                       
                                                                    ----------       ---------                       
                                                                     1,061,034          11,033                       
                                                                    ----------       ---------                       
Net income                                                          $1,148,171         $24,479                       
                                                                    ==========       =========                       

Occupied percentage                                                        100%            100%            
                                                                    ==========       =========                       

Company ownership percentage                                               100%            100%            
                                                                    ==========       =========                       

Cash distribution to the Company                                    $1,706,048         $24,479             
                                                                    ==========       =========                       

Net income allocated to the Company                                 $1,148,171         $24,479             
                                                                    ==========       =========                       
</TABLE>


On December 31, 1998, the Wells OP acquired a four-story office building
containing approximately 130,090 rentable square feel on a 9 acre tract of land
in Tampa, Florida (the "PWC Building") for a purchase price of $21,127,854,
excluding acquisition costs.

The building is 100% leased by PriceWaterhouseCoopers with a lease expiration in
December 2008.  The annual base rent payable under the PWC Lease is
$1,915,741.13 during the first year of the initial lease term.  The base rent
escalates at the rate of 3% per year throughout the ten year lease term.  In
addition, PWC is required to pay a "reserve" of all property taxes, operating
expenses, and other repair and maintenance work relating to the PWC Building.
PWC is also required to reimburse the landlord the cost of casualty insurance
for the property.

Since the PWC Building was purchased in December 1998, comparable income and
expense figures for the prior year are not available.  The PWC Building incurred
property taxes of $295,146 for 1999.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2.  For additional information on tenants,
etc.. refer to Item 2, Properties, page 3.

                                      -29-

<PAGE>
 
                  AT&T Building (Formerly Vanguard Cellular)


<TABLE>
<CAPTION> 
                                                                Eleven Months                          
                                                                    Ended                             
                                                                 December 31,                         
                                                                    1999                              
                                                                -------------   
     <S>                                                        <C> 
     Revenues:                                                                                        
       Rental income                                              $1,366,504                          
                                                                ------------      
     Expenses:                                                                                        
       Depreciation                                                  442,724                          
       Management and leasing expenses                                48,716                          
       Other operating expenses                                      223,153                          
                                                                ------------         
                                                                     714,593                          
                                                                ------------         
     Net income                                                   $  651,911                          
                                                                ============  

     Occupied percentage                                                 100%                         
                                                                ============                          

     Company's ownership percentage                                      100%                         
                                                                ============                          

     Cash distribution to the Company                             $  886,439                          
                                                                ============                          

     Net income allocated to the Company                          $  651,911                           
                                                                ============     
</TABLE>


On February 4, 1999, Wells OP acquired a four-story office building containing
approximately 81,859 rentable square feet on a 10.5-acre tract of land in
Harrisburg, Pennsylvania, for a purchase price of $12,291,200, excluding
acquisition costs.

The building is 100% occupied by Pennsylvania Cellular Telephone Corporation,
with a lease expiration of November 2008.  The first annual base rent payable
under the lease is $880,264.  The second year annual base rent payable will
$1,390,833.  The base rent escalates at the rate of 2% per year throughout the
remainder of the ten-year lease term.

Since the AT&T Building was purchased in February of 1999, comparable income and
expense figures for the prior year are not available.  Under the terms of the
lease, the tenant is responsible for all utilities, property taxes, and other
operating expenses.

On April 27, 1999, Vanguard Cellular Systems, Inc. announced that its
shareholder approved the merger of Vanguard Cellular into a wholly owned
subsidiary of AT&T Corporation ("AT&T") at special meeting of shareholders.  The
transaction was closed in May 1999.

For comments on the general competitive conditions to which the property may
been subject, see Item 1, Business, page 2.  For additional information on
tenants, etc. refer to Item 2, Properties, page 3.

                                      -30-

<PAGE>
 
              EYBL CarTex Building/Fund XI-XII-REIT Joint Venture


<TABLE>
<CAPTION>
                                                             Eight Months   
                                                                 Ended      
                                                             December 31,   
                                                                 1999       
                                                             ------------   
     <S>                                                     <C> 
     Revenues:                                                              
       Rental income                                         $    350,221   
                                                             ------------   
     Expenses:                                                              
       Depreciation                                               133,072   
       Management and leasing expenses                             20,384   
       Other operating expenses, net of reimbursements             10,868   
                                                                  164,324   
                                                             ------------   
     Net income                                              $    185,897   
                                                             ============   
     Occupied percentage                                              100   
                                                             ============   
     Company's ownership percentage                                  56.8   
                                                             ============   
     Cash distribution to the Company                        $    169,278   
                                                             ============     
     Net income allocated to the Company                     $    109,724     
                                                             ============     
</TABLE>
                                                                 
                                                                         
On May 18, 1999, Wells Real Estate, LLC-SC I, a Georgia limited liability
company wholly owned by the Wells Fund XI-REIT Joint Venture (which later
admitted Wells Fund XII and changed its name to the fund XI-XII-REIT Joint
Venture), acquired a manufacturing and office building containing 169,510 square
feet located in Fountain Inn, unincorporated Greenville County, South Carolina,
for the purchase price of $5,085,000 excluding acquisitions costs.

The building is 100% occupied by EYBL CarTex, Inc. with a lease expiration of
February 2008.  The monthly base rent payable under the lease is $42,377.50 with
an increase to $45,905.95 in the fifth year, $49,440.42 in the seventh year, and
$50,853 in the ninth year.  The lease is a triple net lease, whereby the terms
of the lease require the tenant to reimburse the landlord for certain operating
expenses, as defined in the lease, related to the building.

Since the EYBL CarTex Building was purchased in May 1999, comparable income and
expense figures for the prior year are not available.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2.  For additional information on tenants,
etc. refer to Item 2, Properties, page 3.

                                      -31-

<PAGE>
 
               The Sprint Building/Fund XI-XII-REIT Joint Venture


<TABLE>
<CAPTION>
                                                           Six Months        
                                                             Ended           
                                                           December 31,      
                                                               1999          
                                                           ------------      
     <S>                                                   <C>               
     Revenues:                                                               
       Rental income                                       $   531,993       
                                                           -----------       
     Expenses:                                                               
       Depreciation                                            163,553       
       Management and leasing expenses                          18,732       
       Other operating expenses, net of reimbursements           6,069       
                                                           -----------       
                                                               188,354       
                                                           -----------       
     Net income                                            $   343,639       
                                                           ===========       
     Occupied percentage                                           100%      
                                                           ===========       
     Company's ownership percentage                               56.8%      
                                                           ===========       
     Cash distribution to the Company                      $   269,824       
                                                           ===========       
     Net income allocated to the Company                   $   196,425       
                                                           ===========       
</TABLE>


On July 2, 1999, the Fund XI-XII-REIT Joint Venture acquired a three-story
office building with approximately 68,900 rentable square feet located in
Leawood, Johnson County, Kansas, for a purchase price of $9,546,210.

The entire Sprint Building is currently under a net lease with Sprint and
expires on May 18, 2007.  Sprint has the option under its lease to extend the
initial term for two consecutive five-year periods.

The annual base rent payable during the first five years of the initial term is
$999,050 in equal monthly installments of $83,254.  The annual base rent during
the last five years of the lease is $1,102,400 in equal monthly installments of
$91,867.  Under the Lease, Sprint is responsible for all routine maintenance and
repairs.  The Fund XI-XII-REIT Joint Venture, as landlord, is responsible for
repair and replacement of the exterior, roof, foundation, and structure.

Since the Sprint Building was purchased in July 1999, comparative income and
expense figures are not available for the prior year.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2.  For additional information on tenants,
etc refer to Item 2, Properties, page 3.

                                      -32-

<PAGE>
 
            Johnson Matthey Building/Fund XI-XII-REIT Joint Venture


<TABLE>
<CAPTION>
                                                               Five Months    
                                                                  Ended       
                                                               December 31,   
                                                                   1999       
                                                               ------------   
     <S>                                                       <C>            
     Revenues:                                                                
       Rental income                                           $   325,368    
                                                               -----------    
     Expenses:                                                                
       Depreciation                                                106,461    
       Management and leasing expenses                              11,846    
       Other operating expenses, net of reimbursements               4,841    
                                                               -----------    
                                                                   123,148    
                                                               -----------    
     Net income                                                $   202,220    
                                                               ===========    
     Occupied percentage                                               100%   
                                                               ===========    
     Company's ownership percentage                                   56.8%   
                                                               ===========    
     Cash distribution to the Company                          $   169,381    
                                                               ===========     
     Net income allocated to the Company                       $   113,483    
                                                               ===========     
</TABLE>


On August 17, 1999, the Fund XI-XII-REIT Joint Venture acquired a research and
development office and warehouse building containing approximately 130,000
rentable square feet on a ten-acre tract of land located in Tredyffrin Township,
Chester County, Pennsylvania, for a purchase price of $8,000,000, excluding
acquisition costs.

The entire Johnson Matthey Building is currently under a net lease with Johnson
Matthey and was assigned to the Fund XI-XII-REIT Joint Venture at closing.  The
lease currently expires in June 2007, and Johnson Matthey has the right to
extend the lease for two additional three-year periods of time.

The monthly base rent payable under the Johnson Matthey lease for the remainder
of the lease term is $65,812.50 through June 30, 2000, $67,437.50 through June
30, 2001, $69,062.50 through June 30, 2002, $71,229.17 through June 30, 2003,
$72,854.17 through June 30, 2004, $74,750 through June 30, 2005, $76,375 through
June 30, 2006, and $78,270.84 through June 30, 2007.

Under the lease, Johnson Matthey is required to pay as additional rent all real
estate taxes, special assessments, utilities, taxes, insurance, and other
operating costs with respect to the Johnson Matthey Building.  In addition,
Johnson Matthey is responsible for all routine maintenance and repairs to the
Johnson Matthey Building.  The Fund XI-XII-REIT Joint Venture, as landlord, is
responsible for maintenance of the footings and foundations and the structural
steel columns and girders associated with the building.

Since the Johnson Matthey Building was purchased in August 1999, comparative
income and expense figures are not available for the prior year.

                                      -33-

<PAGE>
 
For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2.  For additional information on tenants,
etc refer to Item 2, Properties, page 3.

              The Gartner Building/Fund XI-XII-REIT Joint Venture


<TABLE>
<CAPTION>
                                                              Four Months    
                                                                Ended        
                                                              December 31,   
                                                                 1999        
                                                             ------------    
     <S>                                                     <C>             
     Revenues:                                                               
       Rental income                                         $    235,863    
                                                             ------------    
     Expenses:                                                               
       Depreciation                                               103,496    
       Management and leasing expenses                              8,268    
       Other operating expenses, net of reimbursements              2,783    
                                                             ------------    
                                                                  114,547    
                                                             ------------    
     Net income                                              $    121,316    
                                                             ============    
     Occupied percentage                                              100%   
                                                             ============    
                                                                             
     Company's ownership percentage                                  56.8%   
                                                             ============    
     Cash distribution to the Company                        $     95,307    
                                                             ============    
     Net income allocated to the Company                     $     68,863    
                                                             ============    
</TABLE>
                                                                      
                                                                              
On September 20, 1999, the Fund XI-XII-REIT Joint Venture acquired a two-story
office and building containing approximately 62,400 rentable square feet on a 
4.9-acre tract of land located in Ft. Myers, Florida, for a purchase price of 
$8,320,000, excluding acquisition costs.                                      

The entire 62,400 rentable square feet of the Garter Building is currently under
a net lease with Gartner and was assigned to the Fund XI-XII-REIT Joint Venture
at closing. The lease currently expires on January 31, 2008. Gartner has the
right to extend the lease for two additional five-year periods of time.

The monthly base rent payable under the Gartner Lease for the remainder of the
lease term is $53,566.50 through January 31, 2000, $65,886.83 through January
31, 2001, $67,534 through January 31, 2002, $69,222.35 through January 31, 2003
$70,952.89 through January 31, 2004, $72,726.74 through January 31, 2005,
$74,544.92 through January 31, 2006, $76,408.54 through January 31, 2007, and
$78,318.71 through January 31, 2008.

Under the lease, Gartner is required to pay as additional rent all real estate
taxes, special assessments, utilities, taxes, insurance, and other operating
costs with respect to the Gartner Building during the term of the Gartner Lease.
In addition, Gartner is responsible for all routine maintenance and repairs to
the Gartner Building.  The Fund XI-XII-REIT Joint Venture, as landlord, is
responsible for repairs and replacement of the roof, structure, and paved
parking areas.

Since the Gartner Building was purchased in September 1999, comparative income
and expense figures are not available for the prior year.

                                      -34-

<PAGE>
 
For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2.  For additional information on tenants,
etc refer to Item 2, Properties, page 3.

                     Marconi Building (formerly Videojet)


<TABLE>
<CAPTION>
                                                   Four Months             
                                                      Ended                
                                                   December 31,            
                                                       1999                
                                                   ------------            
       <S>                                         <C>                     
     Revenues:                                                           
       Rental income                               $  1,090,425            
                                                   ------------             
     Expenses:                                                             
       Depreciation                                     391,134            
       Management and leasing expenses                   52,295            
       Other operating expenses                           6,695            
                                                   ------------             
                                                        450,124            
                                                   ------------              
     Net income                                    $    640,301            
                                                   ============               
     Occupied percentage                                    100%           
                                                   ============               
     Company's ownership percentage                         100%           
                                                   ============                 
     Cash distribution to the Company              $    829,259            
                                                   ============                 
     Net income allocated to the Company           $    640,301            
                                                   ============                 
</TABLE>


On September 10, 1999, Wells OP acquired a two-story corporate headquarters
facility containing approximately 250,354 rentable square feet on a 15.3-acre
tract of land in Wood Dale, Illinois, for a purchase price of $32,630,940,
excluding acquisition costs.

The building is 100% leased by Videojet, with a lease expiration of November
2011. The annual base rent payable under the Videojet Lease is $2,838,952
through November 2001 and then $3,376,746 through November 2011.

Since the Marconi Building was purchased in September 1999, comparable income
and expense figures for the prior year are not available. Under the terms of the
lease, the tenant is responsible for all utilities, property taxes, and other
operating expenses.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2. For additional information on tenants,
etc. refer to Item 2, Properties, page 3.

                                      -35-

<PAGE>
 
                               Cinemark Building


<TABLE>

<CAPTION>
                                               One Month                    
                                                 Ended                     
                                               December 31,                
                                                  1999                      
                                              ------------                 
     <S>                                      <C>                          
     Revenues:                                                             
       Rental income                          $    82,059                  
                                              ------------                 
     Expenses:                                                             
       Depreciation                                70,753                  
       Management and leasing expenses                262                  
       Other operating expenses                    35,222                  
                                              -----------                  
                                                  106,237                  
                                              -----------                  
     Net loss                                 $   (24,178)                 
                                              ===========                  
     Occupied percentage                              100%                 
                                              ===========                  
     Company's ownership percentage                   100%                 
                                              ===========                  
     Cash distribution to the Company         $    42,467                  
                                              ===========                  
     Net loss allocated to the Company        $   (24,178)                 
                                              ===========                  
</TABLE>


On December 21, 1999, Wells OP acquired a five-story office building containing
approximately 118,108 rentable square feet on a 3.52-acre tract of land in
Plano, Texas, for a purchase price of 21,800,000, excluding acquisition costs.

The building is 100% leased by Cinemark and Coca-Cola, with lease expirations of
November 2009 and November 2006, respectively.

Since the Cinemark Building was purchased in December of 1999, comparable income
and expense figures for the year are not available.  For the partial month of
December ownership, the Cinemark Building incurred property taxes of $6,181.

For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 2.  For additional information on tenants,
etc. refer to Item 2, Properties, page 3.

Liquidity and Capital Resources

The Company commenced active operations on June 5,1998, when it received and
accepted subscriptions for 125,000 units. As of December 31, 1999, the Company
raised $134,710,850 in capital through the sale of 13,471,085 shares.  After
payment of $21,553,737 in acquisition and advisory fees and expenses, selling
commissions and organizational and offering expenses, and capital contributions
to joint ventures and acquisitions expenditures by Wells OP of $112,287,969, as
of December 31, 1999, the Company was holding net offering proceeds of
approximately $869,144 available for investment in additional properties.

                                      -36-

<PAGE>
 
The Company's net cash provided by (used in) operating activities was $4,008,275
in 1999 and $(275,549) in 1998.  Net cash used in investing activities of
$105,394,956 in 1999 and  $33,500,807 in 1998 is primarily the result of
investments in the joint ventures, investments in real estate, deferred project
costs paid offset by distributions received from the joint ventures.
Distribution to partners began in 1998.  Net cash provided by financing
activities is the result of raising $103,169,490 in 1999 and $31,540,360 in 1998
in shareholders contributions less commissions and organizational and offering
expenses.

The Company's dividends paid and payable through the fourth quarter of 1999 have
been paid from cash from operations and from distributions received from its
equity investment in joint ventures.  The Company anticipates that dividends
will continue to be paid on a quarterly basis from such sources.  The Company
expects to meet liquidity requirements and budget demands through cash flow from
operations.

The Company's capital needs and resources are expected to undergo changes as a
result of the completion of the Company's initial public offering in December of
1999, the continuation of its current follow-on offering and the future
acquisition of properties. Operating cash flow is expected to increase as
additional properties are added to the Company's investment portfolio. Dividends
to be distributed to shareholders are determined by the Company's board of
directors and are dependent upon a number of factors, including funds available
for the payment of dividends, the Company's financial condition, the Company's
capital expenditure requirements and the annual distribution requirements in
order to maintain REIT status under the Internal Revenue Code.

On February 18, 1999, as a part of the transaction involving the development of
the Matsushita Project, Wells OP entered into a Rental Income Guaranty Agreement
with the Fund VIII-IX Joint Venture, whereby Wells OP guaranteed the Fund VIII-
IX Joint Venture that the joint venture would receive income on an existing
building previously leased to Matsushita Avionics of at least equal to the
rental income and building expenses that the Fund VIII-IX Joint Venture would
have received over the remaining term of its lease with Matsushita Avionics.
Matsushita Avionics vacated the building owned by the Fund VIII-IX Joint Venture
in January 2000, with the existing lease term scheduled to run until September
2003. Currently rental and billing expenses are approximately $90,000 per month.
The Company's maximum exposure to liability to the Fund VIII-IX Joint Venture
for rental income and building expenses payable pursuant to this Rental Income
Guaranty Agreement was taken into account in the economic analysis performed in
making the determination to go forward with the Company's development of the
Matsushita Project. Management of the Company anticipates that its actual
liability will be less than its maximum exposure; however, management cannot, at
this time, determine the amount of the Company's actual exposure under this
Rental Income Guaranty Agreement. Payments made to the Fund VIII-IX Joint
Venture for rental income and building expenses began in January 2000.

The Company expects to make future real estate investments, directly or through
investments in joint ventures, from shareholder contributions.

Inflation

The real estate market has not been affected significantly by inflation in the
past three years due to the relatively low inflation rate. There are provisions
in the majority of tenant leases to protect the Company from the impact of
inflation. These leases contain common area maintenance charges (CAM charges),
real estate tax and insurance reimbursements on a per square foot bases, or in
some cases, annual reimbursement of operating expenses above a certain per
square foot allowance. These provisions should reduce the Company's exposure to
increases in costs and operating expenses resulting from inflation.

                                      -37-

<PAGE>
 
The Partnership made the transition into the year 2000 without any information
systems, business operations or facilities related system problems. Management
believes that there are no other Y2K related issues that may require disclosure.


I
TEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Financial Statements of the Registrant and supplementary data are detailed
under Item 14(a) and filed as part of the report on the pages indicated.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

There were no disagreements with the Company's accountants or other reportable
events during 1999.


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

The information required by this Item is incorporated by reference to the
Company's Definitive Proxy Statement to be filed with the Commission for its
annual stockholders' meeting to be held on June 28, 2000.


ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to the
Company's Definitive Proxy Statement to be filed with the Commission for its
annual stockholders' meeting to be held on June 28, 2000.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is incorporated by reference to the
Company's Definitive Proxy Statement to be filed with the Commission for its
annual stockholders' meeting to be held on June 28, 2000.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is incorporated by reference to the
Company's Definitive Proxy Statement to be filed with the Commission for its
annual stockholders' meeting to be held on June 28, 2000.

                                      -38-

<PAGE>
 

                                   PART III


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)1. The financial statements are contained on pages F-2 through F-43 of this
      Annual Report on Form 10-K, and the list of the financial statements
      contained herein is set forth on page F-1, which is hereby incorporated by
      reference.

(a)2. Financial statement Schedule III

      Information with respect to this item begins on page S-1 of this Annual
      Report on Form 10-K.

(a)3. The Exhibits filed in response to Item 601 of Regulation S-K are listed
      on the Exhibit Index attached hereto.

(b)   On October 5, 1999, the Company filed a Current Report on Form 8-K dated
      September 20, 1999, reporting the acquisition of the Gartner Building by
      the Fund XI-XII-REIT Joint Venture.

(c)   The exhibits filed in response to Item 601 of Regulation S-K are listed on
      the Exhibit Index attached hereto.

(d)   See (a) 2 above.


           (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

                                      -39-

<PAGE>
 

                                  SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) 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 this 27th day of March
2000.

                                       Wells Real Estate Investment Trust, Inc.
                                       (Registrant)
 
 
 
                                       By: /s/Leo F. Wells, III
                                           -------------------------------
                                           Leo F. Wells, III
                                           President and Director
 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the capacity as and on the date indicated.


<TABLE> 
<CAPTION> 
             Signature                                           Title                                      Date        
-----------------------------------------         -------------------------------------          ---------------------------    
<S>                                               <C>                                            <C> 
 /s/Leo F. Wells, III                                                                                                           
-----------------------------------------                                                                                       
Leo F. Wells, III                                        President and Director                        March 27, 2000              
                                                     (Principal Executive Officer)                                                 
                                                                                                                                   
/s/Walter W. Sessoms                                                                                                               
-----------------------------------------                                                                                          
Walter W. Sessoms                                           Director                                   March 27, 2000              
                                                                                                                                   
/s/John L. Bell                                                                                                                    
-----------------------------------------                                                                                          
John L. Bell                                                Director                                   March 27, 2000              
                                                                                                                                   
/s/Richard W. Carpent                                                                                                              
-----------------------------------------                                                                                          
Richard W. Carpenter                                        Director                                   March 27, 2000              
                                                                                                                                   
/s/Bud Carter                                                                                                                      
-----------------------------------------                                                                                          
Bud Carter                                                  Director                                   March 27, 2000              
                                                                                                                                   
/s/Donald S. Moss                                                                                                                  
-----------------------------------------                                                                                          
Donald S. Moss                                              Director                                   March 27, 2000              
                                                                                                                                   
-----------------------------------------                                                                                          
Neil H. Strickland                                          Director                                   March 27, 2000              
                                                                                                                                   
-----------------------------------------                                                                                          
William H. Keogler, J                                       Director                                   March 27, 2000              
                                                                                                                                   
/s/Douglas P. William                                                                                                              
-----------------------------------------                                                                                          
Douglas P. Williams                                      Executive Vice President                      March 27, 2000               
                                                  (Principal Financial and Accounting Officer)                                  
</TABLE>
 

                                      -40-

<PAGE>
 
                         INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                               Financial Statements                                       Page
------------------------------------------------------------------------------          --------
<S>                                                                                     <C>
Independent Auditors' Report                                                               F2
                                                                                             
Balance Sheets as of December 31, 1999 and 1998                                            F3
                                                                                             
Statements of Income for the Years ended December 31, 1999 and 1998                        F4
                                                                                             
Statements of Partners' Capital for the Years Ended December 31, 1999 and 1998             F5
                                                                                             
Statements of Cash Flows for the Years Ended December 31, 1999 and 1998                    F6
                                                                                             
Notes to Financial Statements for December 31, 1999 and 1998                               F7
</TABLE>


                                      F-1

<PAGE>
 

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To Wells Real Estate Investment Trust, Inc.:


We have audited the accompanying consolidated balance sheets of WELLS REAL
ESTATE INVESTMENT TRUST, INC. (a Maryland corporation) AND SUBSIDIARY as of
December 31, 1999 and 1998 and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the two years in the period
ended December 31, 1999. These financial statements and the schedule referred to
below are the responsibility of the Company's management. Our responsibility is
to express an opinion on these consolidated financial statements and schedule
based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
schedule are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Wells Real Estate
Investment Trust, Inc. and subsidiary as of December 31, 1999 and 1998 and the
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule III--Real Estate Investments and
Accumulated Depreciation as of December 31, 1999 is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.


ARTHUR ANDERSEN LLP




Atlanta, Georgia
January 20, 2000


                                      F-2

<PAGE>
 
                    WELLS REAL ESTATE INVESTMENT TRUST, INC.

                                 AND SUBSIDIARY


                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 1999 AND 1998



<TABLE> 
<CAPTION>
                                              ASSETS

                                                                                           1999            1998
                                                                                       ------------    ------------
<S>                                                                                    <C>             <C> 
REAL ESTATE ASSETS, at cost:
   Land                                                                                $ 14,500,822    $  1,520,834
   Building, less accumulated depreciation of $1,726,103 and $0 at
      December 31, 1999 and 1998, respectively                                           81,507,040      20,076,845
   Construction in progress                                                              12,561,459               0
                                                                                       ------------    ------------
            Total real estate assets                                                    108,569,321      21,597,679

INVESTMENT IN JOINT VENTURES                                                             29,431,176      11,568,677

CASH AND CASH EQUIVALENTS                                                                 2,929,804       7,979,403

DEFERRED OFFERING COSTS                                                                     964,941         548,729

DEFERRED PROJECT COSTS                                                                       28,093         335,421

DUE FROM AFFILIATES                                                                         648,354         262,345

PREPAID EXPENSES AND OTHER ASSETS                                                         1,280,601         540,319
                                                                                       ------------    ------------
            Total assets                                                               $143,852,290    $ 42,832,573
                                                                                       ============    ============

                                       LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
   Accounts payable and accrued expenses                                               $    461,300    $    187,827
   Notes payable                                                                         23,929,228      14,059,930

   Dividends payable                                                                      2,166,701         408,176
   Due to affiliate                                                                       1,079,466         554,953
                                                                                       ------------    ------------
            Total liabilities                                                            27,636,695      15,210,886
                                                                                       ------------    ------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP                                   200,000         200,000
                                                                                       ------------    ------------
SHAREHOLDERS' EQUITY:
   Common shares, $.01 par value; 40,000,000 shares authorized, 13,471,085
      shares issued and outstanding at December 31, 1999 and 3,154,136 shares
      issued and outstanding at December 31, 1998                                           134,710          31,541
   Additional paid-in capital                                                           115,880,885      27,056,112
   Retained earnings                                                                              0         334,034
                                                                                       ------------    ------------
            Total shareholders' equity                                                  116,015,595      27,421,687
                                                                                       ------------    ------------ 
            Total liabilities and shareholders' equity                                 $143,852,290    $ 42,832,573
                                                                                       ============    ============
</TABLE>
 

      The accompanying notes are an integral part of these consolidated 
                                balance sheets.

                                      F-3

<PAGE>
 
                   WELLS REAL ESTATE INVESTMENT TRUST, INC.

                                AND SUBSIDIARY


                       CONSOLIDATED STATEMENTS OF INCOME

                FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



<TABLE> 
<CAPTION> 
                                                             1999           1998
                                                          ----------     ----------
<S>                                                       <C>            <C>       
REVENUES:                                                                          
    Rental income                                         $4,735,184     $   20,994
    Equity in income of joint ventures                     1,243,969        263,315
    Interest income                                          502,993        110,869
    Other income                                              13,249              0
                                                          ----------     ----------
                                                           6,495,395        395,178
                                                          ----------     ----------
EXPENSES:                                                                          
    Depreciation                                           1,726,103              0
    Interest expense                                         442,029         11,033
    Operating costs, net of reimbursements                   (74,666)             0
    Management and leasing fees                              257,744              0
    General and administrative                               123,776         29,943
    Legal and accounting                                     115,471         19,552
    Computer costs                                            11,368            616
    Amortization of organizational costs                       8,921              0
                                                          ----------     ----------
                                                           2,610,746         61,144
                                                          ----------     ----------
NET INCOME                                                $3,884,649     $  334,034
                                                          ==========     ==========

EARNINGS PER SHARE:                                                                    
    Basic and diluted                                     $     0.50     $     0.40      
                                                          ==========     ==========
</TABLE>
 

             The accompanying notes are an integral part of these
                           consolidated statements.

                                      F-4

<PAGE>
 
                   WELLS REAL ESTATE INVESTMENT TRUST, INC.

                                AND SUBSIDIARY


                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


<TABLE> 
<CAPTION> 
                                                                     Additional                       Total       
                                               Common Stock           Paid-In        Retained     Shareholders'   
                                         -----------------------                                                  
                                           Shares       Amount        Capital        Earnings         Equity      
                                         ----------   ----------   -------------   ------------   -------------
<S>                                      <C>          <C>          <C>                                            
BALANCE, December 31, 1997                      100    $       1    $        999    $         0    $      1,000   
                                                                                                                  
   Issuance of common stock               3,154,036       31,540      31,508,820              0      31,540,360   
   Net income                                     0            0               0        334,034         334,034   
   Dividends ($.31 per share)                     0            0        (511,163)             0        (511,163)  
   Sales commissions                              0            0      (2,996,334)             0      (2,996,334)  
   Other offering expenses                        0            0        (946,210)             0        (946,210)  
                                         ----------    ---------    ------------    -----------    ------------
BALANCE, December 31, 1998                3,154,136       31,541      27,056,112        334,034      27,421,687   
                                                                                                                  
   Issuance of common stock              10,316,949      103,169     103,066,321              0     103,169,490   
   Net income                                     0            0               0      3,884,649       3,884,649   
   Dividends ($.70 per share)                     0            0      (1,346,240)    (4,218,683)     (5,564,923)  
   Sales commissions                              0            0      (9,801,197)             0      (9,801,197)  
   Other offering expenses                        0            0      (3,094,111)             0      (3,094,111)  
                                         ----------    ---------    ------------    -----------    ------------
BALANCE, December 31, 1999               13,471,085    $ 134,710    $115,880,885    $         0    $116,015,595    
                                         ==========    =========    ============    ===========    ============
</TABLE>
 

             The accompanying notes are an integral part of these
                           consolidated statements.

                                      F-5

<PAGE>
 
                   WELLS REAL ESTATE INVESTMENT TRUST, INC.

                                AND SUBSIDIARY


                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


<TABLE> 
<CAPTION> 
                                                                                    1999            1998     
                                                                               -------------    -------------
<S>                                                                            <C>              <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:    
   Net income                                                                  $   3,884,649    $     334,034
                                                                               -------------    ------------- 
   Adjustments to reconcile net income to net cash provided by (used in)  
      operating activities:                                              
         Equity in income of joint ventures                                       (1,243,969)        (263,315)
         Depreciation                                                              1,726,103                0 
         Amortization of organizational costs                                          8,921                0 
         Changes in assets and liabilities:                                                                   
            Prepaid expenses and other assets                                       (749,203)        (540,319)
            Accounts payable and accrued expenses                                    273,473          187,827 
            Due to affiliates                                                        108,301            6,224 
                                                                               -------------    ------------- 
               Total adjustments                                                     123,626         (609,583)
                                                                               -------------    ------------- 
               Net cash provided by (used in) operating activities                 4,008,275         (275,549)
                                                                               -------------    ------------- 
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                         
   Investment in real estate                                                     (85,514,506)     (21,299,071)
   Investment in joint ventures                                                  (17,641,211)     (11,276,007)
   Deferred project costs paid                                                    (3,610,967)      (1,103,913)
   Distributions received from joint ventures                                      1,371,728          178,184 
                                                                               -------------    ------------- 
               Net cash used in investing activities                            (105,394,956)     (33,500,807)
                                                                               -------------    ------------- 
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                         
   Proceeds from notes payable                                                    40,594,463       14,059,930
   Repayments of notes payable                                                   (30,725,165)               0
   Dividends paid to shareholders                                                 (3,806,398)        (102,987)
   Issuance of common stock                                                      103,169,490       31,540,360 
   Sales commissions paid                                                         (9,801,197)      (2,996,334)
   Other offering costs paid                                                      (3,094,111)        (946,210)
                                                                               -------------    -------------
               Net cash provided by financing activities                          96,337,082       41,554,759
                                                                               -------------    -------------
NET (DECREASE) increase IN CASH AND CASH EQUIVALENTS                              (5,049,599)       7,778,403
                                                                                                             
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                       7,979,403          201,000
                                                                               -------------    -------------
CASH AND CASH EQUIVALENTS, END OF YEAR                                         $   2,929,804    $   7,979,403
                                                                               =============    =============

SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:                                                               
   Deferred project costs applied to real estate assets                        $   3,183,239    $     298,608
                                                                               =============    =============

   Deferred project costs contributed to joint ventures                        $     735,056    $     469,884
                                                                               =============    =============

   Deferred offering costs due to affiliate                                    $     416,212    $           0
                                                                               =============    =============
</TABLE>
 

             The accompanying notes are an integral part of these
                           consolidated statements.

                                      F-6

<PAGE>
 
                   WELLS REAL ESTATE INVESTMENT TRUST, INC.

                                AND SUBSIDIARY


                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          DECEMBER 31, 1999 AND 1998


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Wells Real Estate Investment Trust, Inc. (the "Company") is a Maryland
     corporation that qualifies as a real estate investment trust ("REIT"). The
     Company is conducting an offering for the sale of a maximum of 40,000,000
     (exclusive of 2,200,000 shares available pursuant to the Company's dividend
     reinvestment plan) shares of common stock, $.01 par value per share, at a
     price of $10 per share. The Company will seek to acquire and operate
     commercial properties, including, but not limited to, office buildings,
     shopping centers, business and industrial parks, and other commercial and
     industrial properties, including properties which are under construction,
     are newly constructed, or have been constructed and have operating
     histories. All such properties may be acquired, developed, and operated by
     the Company alone or jointly with another party. The Company is likely to
     enter into one or more joint ventures with affiliated entities for the
     acquisition of properties. In connection with this, the Company may enter
     into joint ventures for the acquisition of properties with prior or future
     real estate limited partnership programs sponsored by Wells Capital, Inc.
     (the "Advisor") or its affiliates.

     Substantially all of the Company's business is conducted through Wells
     Operating Partnership, L.P. (the "Operating Partnership"), a Delaware
     limited partnership. During 1997, the Operating Partnership issued 20,000
     limited partner units to the Advisor in exchange for $200,000. The Company
     is the sole general partner in the Operating Partnership and possesses full
     legal control and authority over the operations of the Operating
     Partnership; consequently, the accompanying consolidated financial
     statements of the Company include the amounts of the Operating Partnership.

     The Operating Partnership owns the following properties directly: (i) the
     PriceWaterhouseCoopers property (the "PwC Building"), a four-story office
     building located in Tampa, Florida; (ii) the AT&T Building, a four-story
     office building located in Harrisburg, Pennsylvania; (iii) the Marconi Data
     Systems property (the "Marconi Building"), a two-story office building
     located in Wood Dale, Illinois; and (iv) the Cinemark Building, a five-
     story office building located in Plano, Texas.

     The Company also owns interests in several properties through a joint
     venture among the Operating Partnership, Wells Real Estate Fund IX, L.P.
     ("Wells Fund IX"), Wells Real Estate Fund X, L.P. ("Wells Fund X"), and
     Wells Real Estate Fund XI, L.P. ("Wells Fund XI"). This joint venture is
     referred to as the Fund IX, Fund X, Fund XI, and REIT Joint Venture ("Fund
     IX, X, XI, and REIT Joint Venture"). In addition, the Company owns an
     interest in several properties through a joint venture between Wells Fund
     XI, Wells Real Estate Fund XII, L.P. ("Wells Fund XII"), and the Operating
     Partnership, which is referred to as Wells Fund XI, XII and REIT Joint
     Venture. The Company owns two properties through a joint venture between
     the Operating Partnership and Fund X and XI Associates, a joint venture
     between Wells Fund X and Wells Fund XI.

                                      F-7

<PAGE>
 
     Through its investment in the Fund IX, X, XI, and REIT Joint Venture, the
     Company owns interests in the following properties: (i) a three-story
     office building in Knoxville, Tennessee (the "ABB Building"), (ii) a two-
     story office building in Louisville, Colorado (the "Ohmeda Building"),
     (iii) a three-story office building in Broomfield, Colorado (the "360
     Interlocken Building"), (iv) a one-story warehouse facility in Ogden, Utah
     (the "Iomega Building"), and (v) a one-story office building in Oklahoma
     City, Oklahoma (the "Lucent Technologies Building").

     The following properties are owned by the Company through its investment in
     a joint venture with Fund X and XI Associates: (i) a one-story office and
     warehouse building in Fountain Valley, California (the "Cort Furniture
     Building") owned by Wells/Orange County Associates and (ii) a warehouse and
     office building in Fremont, California (the "Fairchild Building") owned by
     Wells/Fremont Associates.

     Through its investment in the Wells Fund XI, XII, and REIT Joint Venture,
     the Company owns interests in the following properties: (i) a two-story
     manufacturing and office building in Greenville County, South Carolina (the
     "EYBL CarTex Building"), (ii) a three-story office building Leawood, Kansas
     (the "Sprint Building"), (iii) an office and warehouse building in Chester
     County, Pennsylvania (the "Johnson Matthey Building"), and (iv) a two-story
     office building in Ft. Myers, Florida (the "Gartner Building").

     Use of Estimates and Factors Affecting the Company

     The preparation of the consolidated financial statements in conformity with
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Actual results could differ from
     those estimates.

     The carrying values of real estate are based on management's current intent
     to hold the real estate assets as long-term investments. The success of the
     Company's future operations and the ability to realize the investment in
     its assets will be dependent on the Company's ability to maintain rental
     rates, occupancy, and an appropriate level of operating expenses in future
     years. Management believes that the steps it is taking will enable the
     Company to realize its investment in its assets.

     Income Taxes

     The Company has elected to be taxed as a REIT under the Internal Revenue
     Code of 1986, as amended (the "Code"), commencing with the taxable year
     ended December 31, 1998. As a result, the Company generally will not be
     subject to federal income taxation at the corporate level to the extent it
     distributes annually at least 95% of its REIT taxable income, as defined in
     the Code, to its shareholders and satisfies certain other requirements.
     Additionally, the Operating Partnership is not subject to federal or state
     income taxes. Accordingly, no provision has been made for federal or state
     income taxes in the accompanying consolidated financial statements for the
     years ended December 31, 1999 and 1998.

     Real Estate Assets

     Real estate assets held by the Company and joint ventures are stated at
     cost less accumulated depreciation. Major improvements and betterments are
     capitalized when they extend the useful life of the related asset. All
     repair and maintenance are expensed as incurred.

     Management continually monitors events and changes in circumstances which
     could indicate that carrying amounts of real estate assets may not be
     recoverable. When events or changes in circumstances are present which
     indicate that the carrying amounts of real estate assets may not be
     recoverable,

                                      F-8

<PAGE>
 
     management assesses the recoverability of real estate assets by determining
     whether the carrying value of such real estate assets will be recovered
     through the future cash flows expected from the use of the asset and its
     eventual disposition. Management has determined that there has been no
     impairment in the carrying value of real estate assets held by the Company
     or the joint ventures as of December 31, 1999.

     Depreciation of building and improvements is calculated using the straight-
     line method over 25 years. Tenant improvements are amortized over the life
     of the related lease or the life of the asset, whichever is shorter.

     Investment in Joint Ventures

     Basis of Presentation. The Operating Partnership does not have control over
     the operations of the joint ventures; however, it does exercise significant
     influence. Accordingly, the Operating Partnership's investment in the joint
     ventures is recorded using the equity method of accounting.

     Partners' Distributions and Allocations of Profit and Loss. Cash available
     for distribution and allocations of profit and loss to the Operating
     Partnership by the joint ventures are made in accordance with the terms of
     the individual joint venture agreements. Generally, these items are
     allocated in proportion to the partners' respective ownership interests.
     Cash is paid from the joint ventures to the Operating Partnership on a
     quarterly basis.

     Deferred Lease Acquisition Costs. Costs incurred to procure operating
     leases are capitalized and amortized on a straight-line basis over the
     terms of the related leases.

     Revenue Recognition

     All leases on real estate assets held by the Company or the joint ventures
     are classified as operating leases, and the related rental income is
     recognized on a straight-line basis over the terms of the respective
     leases.

     Cash and Cash Equivalents

     For the purposes of the statements of cash flows, the Company considers all
     highly liquid investments purchased with an original maturity of three
     months or less to be cash equivalents. Cash equivalents include cash and
     short-term investments. Short-term investments are stated at cost, which
     approximates fair value, and consist of investments in money market
     accounts.

     Earnings Per Share

     Earnings per share is calculated based on the weighted average number of
     common shares outstanding during each period. The weighted average number
     of common shares outstanding is identical for basic and fully diluted
     earnings per share, as there is no dilutive impact created from the
     Company's stock option plan (Note 10) using the treasury stock method.

2.   DEFERRED PROJECT COSTS

     The Company paid a percentage of shareholder contributions to the Advisor
     for acquisition and advisory services. These payments, as stipulated in the
     prospectus, can be up to 3.5% of shareholder contributions, subject to
     certain overall limitations contained in the prospectus. Aggregate fees
     paid through December 31, 1999 were $4,714,880 and amounted to 3.5% of
     shareholders' contributions

                                      F-9

<PAGE>
 
     received. These fees are allocated to specific properties as they are
     purchased or developed and are included in capitalized assets of the joint
     ventures or real estate assets. Deferred project costs at December 31, 1999
     and 1998 represent fees not yet applied to properties.

3.   DEFERRED OFFERING COSTS

     Organization and offering expenses, to the extent they exceed 3% of gross
     offering proceeds, will be paid by the Advisor and not by the Company.
     Organization and offering expenses do not include sales or underwriting
     commissions but do include such costs as legal and accounting fees,
     printing costs, and other offering expenses.

     As of December 31, 1999, the Advisor paid organization and offering
     expenses on behalf of the Company in the aggregate amount of $5,005,262, of
     which the Advisor was reimbursed $4,040,321, which did not exceed the 5%
     limitation. The unpaid portion of deferred offering costs is $964,941 and
     is included in due to affiliate in the accompanying balance sheet.

4.   RELATED-PARTY TRANSACTIONS

     Due from affiliates at December 31, 1999 represents the Operating
     Partnership's share of the cash to be distributed from its joint venture
     investments for the fourth quarter of 1999 and 1998 as follows:


<TABLE> 
<CAPTION> 
                                                                        1999            1998                     
                                                                     ---------       ---------                   
               <S>                                                   <C>             <C>                         
               Fund IX, X, XI, and REIT Joint Venture                $  32,079       $  38,360                   
               Wells/Orange County Associates                           75,953          77,123                   
               Wells/Fremont Associates                                152,681         146,862                   
               Fund XI, XII, and REIT                                  387,641               0                   
                                                                     ---------       ---------                   
                                                                      $648,354        $262,345                   
                                                                     =========       =========                    
</TABLE>
 

     The Company entered into a property management agreement with Wells
     Management Company, Inc. ("Wells Management"), an affiliate of the Advisor.
     In consideration for supervising the management and leasing of the
     Operating Partnership's properties, the Operating Partnership will pay
     Wells Management management and leasing fees equal to the lesser of (a)
     fees that would be paid to a comparable outside firm, or (b) 4.5% of the
     gross revenues generally paid over the life of the lease plus a separate
     competitive fee for the one-time initial lease-up of newly constructed
     properties generally paid in conjunction with the receipt of the first
     month's rent. In the case of commercial properties which are leased on a
     long-term (ten or more years) net lease basis, the maximum property
     management fee from such leases shall be 1% of the gross revenues generally
     paid over the life of the leases except for a one-time initial leasing fee
     of 3% of the gross revenues on each lease payable over the first five full
     years of the original lease term.

     The Operating Partnership's portion of the management and leasing fees and
     lease acquisition costs paid to Wells Management by the joint ventures was
     $336,517 for the year ended December 31, 1999.

     The Advisor performs certain administrative services for the Operating
     Partnership, such as accounting and other partnership administration, and
     incurs the related expenses. Such expenses are allocated among the
     Operating Partnership and the various Wells Real Estate Funds based on time
     spent on each fund by individual administrative personnel. In the opinion
     of management, such allocation is a reasonable basis for allocating such
     expenses.

                                     F-10

<PAGE>
 
     The Advisor is a general partner in various Wells Real Estate Funds. As
     such, there may exist conflicts of interest where the Advisor, while
     serving in the capacity as general partner for Wells Real Estate Funds, may
     be in competition with the Operating Partnership for tenants in similar
     geographic markets.

5.   INVESTMENT IN JOINT VENTURES

     The Operating Partnership's investment and percentage ownership in joint
     ventures at December 31, 1999 and 1998 are summarized as follows:


<TABLE> 
<CAPTION> 
                                                                      1999                            1998
                                                           -------------------------       ------------------------  
                                                              Amount        Percent           Amount       Percent
                                                           -----------    ----------       -----------    ---------
     <S>                                                   <C>            <C>              <C>            <C>  
     Fund IX, X, XI, and REIT Joint Venture                $ 1,388,884         4%          $ 1,443,378          4%
     Wells/Orange County Associates                          2,893,112        44             2,958,617         44
     Wells/Fremont Associates                                6,988,210        78             7,166,682         78
     Fund XI, XII, and REIT Joint Venture                   18,160,970        57                     0          0
                                                           -----------                     ----------- 
                                                           $29,431,176                     $11,568,677
                                                           ===========                     =========== 
</TABLE>
 

     The following is a rollforward of the Operating Partnership's investment in
     joint ventures for the years ended December 31, 1999 and 1998:


<TABLE> 
<CAPTION> 
                                                                              1999              1998
                                                                          -----------        -----------  
        <S>                                                               <C>                <C>      
        Investment in joint ventures, beginning of year                   $11,568,677        $         0
        Equity in income of joint ventures                                  1,243,969            263,315
        Contributions to joint ventures                                    18,376,267         11,745,890
        Distributions from joint ventures                                  (1,757,737)          (440,528)
                                                                          -----------        -----------  
        Investment in joint ventures, end of year                         $29,431,176        $11,568,677
                                                                          ===========        ===========  
</TABLE>
 

     Fund IX, X, XI, and REIT Joint Venture

     On March 20, 1997, Wells Fund IX and Wells Fund X entered into a joint
     venture agreement. The joint venture, Fund IX and X Associates, was formed
     to acquire, develop, operate, and sell real properties. On March 20, 1997,
     Wells Fund IX contributed a 5.62-acre tract of real property in Knoxville,
     Tennessee, and improvements thereon, known as the ABB Building, to the Fund
     IX and X Associates joint venture. A 83,885-square-foot, three-story
     building was constructed and commenced operations at the end of 1997.

     On February 13, 1998, the joint venture purchased a two-story office
     building, known as the Ohmeda Building, in Louisville, Colorado. On March
     20, 1998, the joint venture purchased a three-story office building, known
     as the 360 Interlocken Building, in Broomfield, Colorado. On June 11, 1998,
     Fund IX and X Associates was amended and restated to admit Wells Fund XI
     and the Operating Partnership. The joint venture was renamed the Fund IX,
     X, XI, and REIT Joint Venture. On June 24, 1998, the new joint venture
     purchased a one-story office building, known as the Lucent Technologies
     Building, in Oklahoma City, Oklahoma. On April 1, 1998, Wells Fund X
     purchased a one-story warehouse facility, known as the Iomega Building, in
     Ogden, Utah. On July 1, 1998, Wells Fund X contributed the Iomega Building
     to the Fund IX, X, XI, and REIT Joint Venture.

                                     F-11

<PAGE>
 
     Following are the financial statements for the Fund IX, X, XI, and REIT
     Joint Venture:

                  The Fund IX, X, XI, and REIT Joint Venture
                           (A Georgia Joint Venture)
                                Balance Sheets
                          December 31, 1999 and 1998



<TABLE> 
<CAPTION> 
                                    Assets

                                                                                      1999               1998
                                                                                  -------------       ------------ 
<S>                                                                               <C>                 <C> 
Real estate assets, at cost:
    Land                                                                           $  6,698,020       $  6,454,213
    Building and improvements, less accumulated depreciation of
       $2,792,068 in 1999 and $1,253,156 in 1998                                     29,878,541         30,686,845
    Construction in progress                                                                  0                990
                                                                                    -----------       ------------
              Total real estate assets                                               36,576,561         37,142,048
Cash and cash equivalents                                                             1,146,874          1,329,457
Accounts receivable                                                                     554,965            133,257
Prepaid expenses and other assets                                                       526,409            441,128
                                                                                    -----------       ------------
              Total assets                                                          $38,804,809        $39,045,890
                                                                                    ===========       ============

                        Liabilities and Partners' Capital

Liabilities:
    Accounts payable                                                              $     704,914      $     409,737
    Due to affiliates                                                                     6,379              4,406
    Partnership distributions payable                                                   804,734          1,000,127
                                                                                    -----------       ------------
              Total liabilities                                                       1,516,027          1,414,270
                                                                                    -----------       ------------
Partners' capital:
    Wells Real Estate Fund IX                                                        14,590,626         14,960,100
    Wells Real Estate Fund X                                                         18,000,869         18,707,139
    Wells Real Estate Fund XI                                                         3,308,403          2,521,003
    Wells Operating Partnership, L.P.                                                 1,388,884          1,443,378
                                                                                    -----------       ------------
              Total partners' capital                                                37,288,782         37,631,620
                                                                                    -----------       ------------
              Total liabilities and partners' capital                               $38,804,809        $39,045,890
                                                                                    ===========       ============
</TABLE>
 

                                     F-12

<PAGE>
 
                  The Fund IX, X, XI, and REIT Joint Venture
                           (A Georgia Joint Venture)
                          Statements of Income (Loss)
             for the Years Ended December 31, 1999, 1998, and 1997


<TABLE> 
<CAPTION> 
                                                                         1999              1998            1997
                                                                       ----------        ----------       --------
<S>                                                                    <C>               <C>               <C> 
Revenues:
    Rental income                                                      $3,932,962        $2,945,980        $28,512
    Interest income                                                       120,080            20,438              0
                                                                       ----------        ----------       --------
                                                                        4,053,042         2,966,418         28,512
                                                                       ----------        ----------       --------    
Expenses:
    Depreciation                                                        1,538,912         1,216,293         36,863
    Management and leasing fees                                           286,139           226,643          1,711
    Operating costs, net of reimbursements                                (43,501)         (140,506)        10,118
    Property administration expense                                        63,311            34,821              0
    Legal and accounting                                                   35,937            15,351              0
                                                                       ----------        ----------       --------
                                                                        1,880,798         1,352,602         48,692
                                                                       ----------        ----------       --------
Net income (loss)                                                      $2,172,244        $1,613,816       $(20,180)
                                                                       ==========        ==========       ========

Net income (loss) allocated to Wells Real Estate Fund IX               $  850,072        $  692,116       $(10,145)
                                                                       ==========        ==========       ========    

Net income (loss) allocated to Wells Real Estate Fund X                $1,056,316        $  787,481       $(10,035)
                                                                       ==========        ==========       ========

Net income allocated to Wells Real Estate Fund XI                      $  184,355        $   85,352       $      0
                                                                       ==========        ==========       ========

Net income allocated to Wells Operating Partnership, L.P.              $   81,501        $   48,867       $      0
                                                                       ==========        ==========       ======== 
</TABLE>
 


                  The Fund IX, X, XI, and REIT Joint Venture
                           (A Georgia Joint Venture)
                        Statements of Partners' Capital
             for the Years Ended December 31, 1999, 1998, and 1997



<TABLE> 
<CAPTION> 
                                           Wells Real        Wells Real       Wells Real            Wells              Total
                                             Estate            Estate           Estate            Operating          Partners'
                                             Fund IX           Fund X           Fund XI       Partnership, L.P.       Capital
                                           ----------        ----------       -----------     -----------------      --------- 
<S>                                        <C>               <C>              <C>             <C>                   <C> 
Balance, December 31, 1996                 $         0       $         0      $        0         $        0         $         0
   Net loss                                    (10,145)          (10,035)              0                  0             (20,180)
   Partnership contributions                 3,712,938         3,672,838               0                  0           7,385,776
                                          ------------       -----------      ----------         ----------         ----------- 
Balance, December 31, 1997                   3,702,793         3,662,803               0                  0           7,365,596
   Net income                                  692,116           787,481          85,352             48,867           1,613,816
   Partnership contributions                11,771,312        15,613,477       2,586,262          1,480,741          31,451,792
   Partnership distributions                (1,206,121)       (1,356,622)       (150,611)           (86,230)         (2,799,584)
                                          ------------       -----------      ----------         ----------         ----------- 
Balance, December 31, 1998                  14,960,100        18,707,139       2,521,003          1,443,378          37,631,620
   Net income                                  850,072         1,056,316         184,355             81,501           2,172,244
   Partnership contributions                   198,989                 0         911,027                  0           1,110,016
   Partnership distributions                (1,418,535)       (1,762,586)       (307,982)          (135,995)         (3,625,098)
                                          ------------       -----------      ----------         ----------         ----------- 
Balance, December 31, 1999                 $14,590,626       $18,000,869      $3,308,403         $1,388,884         $37,288,782
                                          ============       ===========      ==========         ==========         ===========
</TABLE>
 

                                      F-13

<PAGE>
 
                  The Fund IX, X, XI, and REIT Joint Venture
                           (A Georgia Joint Venture)
                           Statements of Cash Flows
             for the Years Ended December 31, 1999, 1998, and 1997


<TABLE>
<CAPTION> 
                                                                     1999              1998               1997
                                                                  ----------        ------------     ------------
<S>                                                               <C>               <C>              <C> 
Cash flows from operating activities:
    Net income (loss)                                             $2,172,244        $  1,613,816     $    (20,180)
                                                                  ----------        ------------     ------------
    Adjustments to reconcile net income to net cash
       provided by operating activities:
           Depreciation                                            1,538,912           1,216,293           36,863
           Changes in assets and liabilities:
              Accounts receivable                                   (421,708)            (92,745)         (40,512)
              Prepaid expenses and other assets                      (85,281)           (111,818)        (329,310)
              Accounts payable                                       295,177              29,967          379,770
              Due to affiliates                                        1,973               1,927            2,479
                                                                  ----------        ------------     ------------
                 Total adjustments                                 1,329,073           1,043,624           49,290
                                                                  ----------        ------------     ------------
                 Net cash provided by operating
                     activities                                    3,501,317           2,657,440           29,110
                                                                  ----------        ------------     ------------
Cash flows from investing activities:
    Investment in real estate                                       (930,401)        (24,788,070)      (5,715,847)
                                                                  ----------        ------------     ------------
Cash flows from financing activities:
    Distributions to joint venture partners                       (3,820,491)         (1,799,457)               0
    Contributions received from partners                           1,066,992          24,970,373        5,975,908
                                                                  ----------        ------------     ------------
                 Net cash (used in) provided by
                     financing activities                         (2,753,499)         23,170,916        5,975,908
                                                                  ----------        ------------     ------------
Net (decrease) increase in cash and cash equivalents                (182,583)          1,040,286          289,171
Cash and cash equivalents, beginning of year                       1,329,457             289,171                0
                                                                  ----------        ------------     ------------
Cash and cash equivalents, end of year                            $1,146,874        $  1,329,457      $   289,171
                                                                  ==========        ============     ============ 

Supplemental disclosure of noncash activities:
    Deferred project costs contributed to joint venture           $   43,024        $  1,470,780      $   318,981
                                                                  ==========        ============     ============ 

    Contribution of real estate assets to joint venture           $        0        $  5,010,639      $ 1,090,887
                                                                  ==========        ============     ============ 
</TABLE>
 

Wells/Orange County Associates

On July 27, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Orange County
Associates. On July 31, 1998, Wells/Orange County Associates acquired a
52,000-square-foot warehouse and office building located in Fountain Valley,
California, known as the Cort Furniture Building.

On September 1, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Orange County Associates which resulted in Fund
X and XI Associates becoming a joint venture partner with the Operating
Partnership in the ownership of the Cort Furniture Building.

                                      F-14

<PAGE>
 
Following are the financial statements for Wells/Orange County Associates:

                        Wells/Orange County Associates
                           (A Georgia Joint Venture)
                                Balance Sheets
                          December 31, 1999 and 1998

                                    Assets


<TABLE> 
<CAPTION> 
                                                                                        1999              1998
                                                                                      ----------        ----------
<S>                                                                                   <C>               <C>   
Real estate assets, at cost:
    Land                                                                              $2,187,501        $2,187,501
    Building, less accumulated depreciation of $278,652 in 1999 and $92,087
       in 1998                                                                         4,385,463         4,572,028
                                                                                      ----------        ----------
              Total real estate assets                                                 6,572,964         6,759,529
Cash and cash equivalents                                                                176,666           180,895
Accounts receivable                                                                       49,679            13,123
                                                                                      ----------        ----------  
              Total assets                                                            $6,799,309        $6,953,547
                                                                                      ==========        ==========

                        Liabilities and Partners' Capital

Liabilities:
    Accounts payable                                                                  $        0        $    1,550
    Partnership distributions payable                                                    173,935           176,614
                                                                                      ----------        ----------
              Total liabilities                                                          173,935           178,164
                                                                                      ----------        ----------
Partners' capital:
    Wells Operating Partnership, L.P.                                                  2,893,112         2,958,617
    Fund X and XI Associates                                                           3,732,262         3,816,766
                                                                                      ----------        ----------
              Total partners' capital                                                  6,625,374         6,775,383
                                                                                      ----------        ----------
              Total liabilities and partners' capital                                 $6,799,309        $6,953,547
                                                                                      ==========        ==========
</TABLE>
 

                                      F-15

<PAGE>
 
                        Wells/Orange County Associates
                           (A Georgia Joint Venture)
                             Statements of Income
                for the Years Ended December 31, 1999 and 1998


<TABLE> 
<CAPTION> 
                                                                                1999               1998
                                                                              --------           -------- 
<S>                                                                           <C>                <C> 
Revenues:                                                                                    
    Rental income                                                             $795,545           $331,477
    Interest income                                                                  0                448
                                                                              --------           -------- 
                                                                               795,545            331,925
                                                                              --------           -------- 
                                                                                             
Expenses:                                                                                    
    Depreciation                                                               186,565             92,087
    Management and leasing fees                                                 30,360             12,734
    Operating costs, net of reimbursements                                      22,229              2,288
    Interest                                                                         0             29,472
    Legal and accounting                                                         5,439              3,930
                                                                              --------           -------- 
                                                                               244,593            140,511
                                                                              --------           -------- 
Net income                                                                    $550,952           $191,414
                                                                              ========           ======== 
                                                                                             
Net income allocated to Wells Operating Partnership, L.P.                     $240,585           $ 91,978
                                                                              ========           ======== 
                                                                                             
Net income allocated to Fund X and XI Associates                              $310,367           $ 99,436
                                                                              ========           ========    
</TABLE>
 

                        Wells/Orange County Associates
                           (A Georgia Joint Venture)
                        Statements of Partners' Capital
                for the Years Ended December 31, 1999 and 1998

                                                                             

<TABLE> 
<CAPTION> 
                                                          Wells                                
                                                        Operating             Fund X            Total  
                                                       Partnership,           and XI           Partners'
                                                           L.P.             Associates          Capital
                                                       ------------        -----------        ----------- 
<S>                                                    <C>                 <C>                <C> 
Balance, December 31, 1997                               $        0         $        0         $        0
    Net income                                               91,978             99,436            191,414
    Partnership contributions                             2,991,074          3,863,272          6,854,346
    Partnership distributions                              (124,435)          (145,942)          (270,377)
                                                       ------------        -----------        ----------- 
Balance, December 31, 1998                                2,958,617          3,816,766          6,775,383
    Net income                                              240,585            310,367            550,952
    Partnership distributions                              (306,090)          (394,871)          (700,961)
                                                       ------------        -----------        ----------- 
Balance, December 31, 1999                               $2,893,112         $3,732,262         $6,625,374
                                                       ============        ===========        =========== 
</TABLE>
 

                                      -16-

<PAGE>
 
                        Wells/Orange County Associates
                           (A Georgia Joint Venture)
                           Statements of Cash Flows
                for the Years Ended December 31, 1999 and 1998


<TABLE> 
<CAPTION> 
                                                                                            1999           1998
                                                                                         ---------     ----------- 
<S>                                                                                      <C>           <C> 
Cash flows from operating activities:
    Net income                                                                           $ 550,952     $   191,414
                                                                                         ---------     ----------- 
    Adjustments to reconcile net income to net cash provided by operating
       activities:
           Depreciation                                                                    186,565          92,087
           Changes in assets and liabilities:
              Accounts receivable                                                          (36,556)        (13,123)
              Accounts payable                                                              (1,550)          1,550
                                                                                         ---------     ----------- 
                 Total adjustments                                                         148,459          80,514
                                                                                         ---------     ----------- 
                 Net cash provided by operating activities                                 699,411         271,928
                                                                                         ---------     ----------- 
Cash flows from investing activities:
    Investment in real estate                                                                    0      (6,563,700)
                                                                                         ---------     ----------- 
Cash flows from financing activities:
    Issuance of note payable                                                                     0       4,875,000
    Payment of note payable                                                                      0      (4,875,000)
    Distributions to partners                                                             (703,640)        (93,763)
    Contributions received from partners                                                         0       6,566,430
                                                                                         ---------     ----------- 
                 Net cash (used in) provided by financing activities                      (703,640)      6,472,667
                                                                                         ---------     ----------- 
Net (decrease) increase in cash and cash equivalents                                        (4,229)        180,895
Cash and cash equivalents, beginning of year                                               180,895               0
                                                                                         ---------     ----------- 
Cash and cash equivalents, end of year                                                   $ 176,666     $   180,895
                                                                                         =========     ===========  
Supplemental disclosure of noncash activities:
                                                                                       
    Deferred project costs contributed to joint venture                                  $       0     $   287,916
                                                                                         =========     ===========  
</TABLE>
 

Wells/Fremont Associates

On July 15, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Fremont
Associates. On July 21, 1998, Wells/Fremont Associates acquired a
58,424-square-foot warehouse and office building located in Fremont, California,
known as the Fairchild Building.

On October 8, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Fremont Associates which resulted in Fund X and
XI Associates becoming a joint venture partner with the Operating Partnership in
the ownership of the Fairchild Building.

                                      -17-

<PAGE>
 
Following are the financial statements for Wells/Fremont Associates:

                           Wells/Fremont Associates
                           (A Georgia Joint Venture)
                                Balance Sheets
                          December 31, 1999 and 1998



<TABLE> 
<CAPTION> 
                                         Assets

                                                                                         1999              1998
                                                                                      ----------        ----------
<S>                                                                                   <C>               <C> 
Real estate assets, at cost:
    Land                                                                              $2,219,251        $2,219,251
    Building, less accumulated depreciation of $428,246 in 1999 and
       $142,720 in 1998                                                                6,709,912         6,995,439
                                                                                      ----------        ----------
              Total real estate assets                                                 8,929,163         9,214,690
Cash and cash equivalents                                                                189,012           192,512
Accounts receivable                                                                       92,979            34,742
                                                                                      ----------        ----------
              Total assets                                                            $9,211,154        $9,441,944
                                                                                      ==========        ==========

                            Liabilities and Partners' Capital

Liabilities:
    Accounts payable                                                                  $    2,015        $    3,565
    Due to affiliate                                                                       5,579             2,052
    Partnership distributions payable                                                    186,997           189,490
                                                                                      ----------        ----------
              Total liabilities                                                          194,591           195,107
                                                                                      ----------        ----------
Partners' capital:
    Wells Operating Partnership, L.P.                                                  6,988,210         7,166,682
    Fund X and XI Associates                                                           2,028,353         2,080,155
                                                                                      ----------        ----------
              Total partners' capital                                                  9,016,563         9,246,837
                                                                                      ----------        ----------
              Total liabilities and partners' capital                                 $9,211,154        $9,441,944
                                                                                      ==========        ==========
</TABLE>
 

                                      -18-

<PAGE>
 
                           Wells/Fremont Associates
                           (A Georgia Joint Venture)
                             Statements of Income
                for the Years Ended December 31, 1999 and 1998

<TABLE> 
<CAPTION> 
                                                                                       1999            1998
                                                                                     --------        -------- 
<S>                                                                                  <C>             <C> 
Revenues:                                                                            
   Rental income                                                                     $902,946        $401,058
   Interest income                                                                          0           3,896
                                                                                     --------        -------- 
                                                                                      902,946         404,954
                                                                                     --------        -------- 

Expenses:                                                                            
   Depreciation                                                                       285,526         142,720
   Management and leasing fees                                                         37,355          16,726
   Operating costs, net of reimbursements                                              16,006           3,364
   Interest                                                                                 0          73,919
   Legal and accounting                                                                 4,885           6,306
                                                                                     --------        -------- 
                                                                                      343,772         243,035
                                                                                     --------        -------- 
Net income                                                                           $559,174        $161,919
                                                                                     ========        ========  

Net income allocated to Wells Operating Partnership, L.P.                            $433,383        $122,470
                                                                                     ========        ========  

Net income allocated to Fund X and XI Associates                                     $125,791        $ 39,449
                                                                                     ========        ========  
</TABLE>
 


                           Wells/Fremont Associates
                           (A Georgia Joint Venture)
                        Statements of Partners' Capital
                for the Years Ended December 31, 1999 and 1998



<TABLE> 
<CAPTION> 
                                                                   Wells                            
                                                                 Operating         Fund X            Total 
                                                                Partnership,        and XI         Partners' 
                                                                    L.P.          Associates        Capital
                                                                ------------     ------------     -----------  
<S>                                                             <C>              <C>              <C> 
Balance, December 31, 1997                                        $        0       $        0      $        0
   Net income                                                        122,470           39,449         161,919
   Partner contributions                                           7,274,075        2,083,334       9,357,409
   Partnership distributions                                        (229,863)         (42,628)       (272,491)
                                                                ------------     ------------     -----------  
Balance, December 31, 1998                                         7,166,682        2,080,155       9,246,837
   Net income                                                        433,383          125,791         559,174
   Partnership distributions                                        (611,855)        (177,593)       (789,448)
                                                                ------------     ------------     -----------  
Balance, December 31, 1999                                        $6,988,210       $2,028,353      $9,016,563
                                                                ============     ============     ===========  
</TABLE>
 

                                      -19-

<PAGE>
 
                           Wells/Fremont Associates
                           (A Georgia Joint Venture)
                           Statements of Cash Flows
                for the Years Ended December 31, 1999 and 1998


<TABLE> 
<CAPTION> 
                                                                                         1999             1998
                                                                                      ----------       -----------
<S>                                                                                   <C>              <C> 
Cash flows from operating activities:
   Net income                                                                          $ 559,174       $   161,919
                                                                                      ----------       -----------
   Adjustments to reconcile net income to net cash provided by operating
      activities:
         Depreciation                                                                    285,526           142,720
         Changes in assets and liabilities:
            Accounts receivable                                                          (58,237)          (34,742)
            Accounts payable                                                              (1,550)            3,565
            Due to affiliate                                                               3,527             2,052
                                                                                      ----------       -----------
               Total adjustments                                                         229,266           113,595
                                                                                      ----------       -----------
               Net cash provided by operating activities                                 788,440           275,514
                                                                                      ----------       -----------
Cash flows from investing activities:
   Investment in real estate                                                                   0        (8,983,111)
                                                                                      ----------       -----------
Cash flows from financing activities:
   Issuance of note payable                                                                    0         5,960,000
   Payment of note payable                                                                     0        (5,960,000)
   Distributions to partners                                                            (791,940)          (83,001)
   Contributions received from partners                                                        0         8,983,110
                                                                                      ----------       -----------
               Net cash (used in) provided by financing activities                      (791,940)        8,900,109
                                                                                      ----------       -----------
Net (decrease) increase in cash and cash equivalents                                      (3,500)          192,512
Cash and cash equivalents, beginning of year                                             192,512                 0
                                                                                      ----------       -----------
Cash and cash equivalents, end of year                                                 $ 189,012       $   192,512
                                                                                      ==========       ===========
Supplemental disclosure of noncash activities:
   Deferred project costs contributed to joint venture                                 $       0       $   374,299
                                                                                      ==========       ===========
</TABLE>
 

Fund XI, XII, and REIT Joint Venture

On May 1, 1999, the Operating Partnership entered into a joint venture with
Wells Fund XII and Wells Fund XI. On May 18, 1999, the joint venture purchased a
169,510-square-foot, two-story manufacturing and office building, known as EYBL
CarTex, in Fountain Inn, South Carolina. On July 21, 1999, the joint venture
purchased a 68,900 square-foot, three-story-office building, known as the Sprint
Building, in Leawood, Kansas. On August 17, 1999, the joint venture purchased a
130,000 square-foot office and warehouse building, known as the Johnson Matthey
Building, in Chester County, Pennsylvania. On September 20, 1999, the joint
venture purchased a 62,400 square-foot, two-story office building, known as the
Gartner Building, in Fort Myers, Florida.

                                      F-20

<PAGE>
 
Following are the financial statements for the Fund XI, XII, and REIT Joint
Venture:

                   The Fund XI, XII, and REIT Joint Venture
                           (A Georgia Joint Venture)
                                 Balance Sheet
                               December 31, 1999


<TABLE> 
                                    Assets
<S>                                                                            <C> 
Real estate assets, at cost:
    Land                                                                       $  5,048,797
    Building and improvements, less accumulated depreciation of $506,582         26,811,869
                                                                               ------------
              Total real estate assets                                           31,860,666
Cash and cash equivalents                                                           766,278
Accounts receivable                                                                 133,777
Prepaid assets and other expenses                                                    26,486
                                                                               ------------
              Total assets                                                     $ 32,787,207
                                                                               ============
                                                                             
                       Liabilities and Partners' Capital                     
                                                                             
Liabilities:                                                                 
    Accounts payable                                                           $    112,457
    Partnership distributions payable                                               680,294
                                                                               ------------
              Total liabilities                                                     792,751
Partners' capital:                                                             ------------
    Wells Real Estate Fund XI                                                     8,365,852
    Wells Real Estate Fund XII                                                    5,467,634
    Wells Operating Partnership, L.P.                                            18,160,970
                                                                               ------------
              Total partners' capital                                            31,994,456
                                                                               ------------
              Total liabilities and partners' capital                          $ 32,787,207
                                                                               ============
</TABLE>
 

                                      F-21

<PAGE>
 
                   The Fund XI, XII, and REIT Joint Venture
                           (A Georgia Joint Venture)
                              Statement of Income
                     for the Year Ended December 31, 1999

Revenues:
    Rental income                                              $ 1,443,446
    Other income                                                        57
                                                              ------------
                                                                 1,443,503
                                                              ------------
Expenses:                                                                 
    Depreciation                                                   506,582
    Management and leasing fees                                     59,230
    Operating costs, net of reimbursements                           6,433
    Property administration                                         14,185
    Legal and accounting                                             4,000
                                                              ------------
                                                                   590,430
                                                              ------------
Net income                                                     $   853,073
                                                              ============

Net income allocated to Wells Real Estate Fund XI              $   240,031
                                                              ============

Net income allocated to Wells Real Estate Fund XII             $   124,542
                                                              ============

Net income allocated to Wells Operating Partnership, L.P.      $   488,500
                                                              ============


                   The Fund XI, XII, and REIT Joint Venture
                           (A Georgia Joint Venture)
                        Statement of Partners' Capital
                     for the Year Ended December 31, 1999


<TABLE> 
<CAPTION> 
                                                                         Wells
                                     Wells Real      Wells Real        Operating           Total
                                       Estate          Estate         Partnership,       Partners'
                                      Fund XI         Fund XII            L.P.            Capital
                                   -------------    ------------     --------------      ------------
<S>                                <C>              <C>              <C>                 <C> 
Balance, December 31, 1998            $        0      $        0        $         0       $         0
    Net income                           240,031         124,542            488,500           853,073
    Partnership contributions          8,470,160       5,520,835         18,376,267        32,367,262
    Partnership distributions           (344,339)       (177,743)          (703,797)       (1,225,879)
                                   -------------     -----------       ------------     -------------
Balance, December 31, 1999            $8,365,852      $5,467,634        $18,160,970       $31,994,456
                                   =============     ===========       ============     =============
</TABLE>
 

                                      F-22

<PAGE>
 
                   The Fund XI, XII, and REIT Joint Venture
                           (A Georgia Joint Venture)
                            Statement of Cash Flows
                     for the Year Ended December 31, 1999


<TABLE> 
<S>                                                                                               <C> 
    Cash flows from operating activities:                                               
        Net income                                                                                 $     853,073
                                                                                                  --------------
        Adjustments to reconcile net income to net cash provided by operating activities: 
               Depreciation                                                                              506,582
               Changes in assets and liabilities:                                         
                  Accounts receivable                                                                   (133,777)
                  Prepaid expenses and other assets                                                      (26,486)
                  Accounts payable                                                                       112,457
                                                                                                  -------------- 
                     Total adjustments                                                                   458,776
                                                                                                  --------------
                     Net cash provided by operating activities                                         1,311,849
                                                                                                  --------------
    Cash flows from financing activities:                                                     
        Distributions to joint venture partners                                                         (545,571)
                                                                                                  --------------
    Net increase in cash and cash equivalents                                                            766,278
    Cash and cash equivalents, beginning of year                                                               0
                                                                                                  -------------- 
    Cash and cash equivalents, end of year                                                         $     766,278
                                                                                                  ==============
    Supplemental disclosure of noncash activities:                                            
        Deferred project costs contributed to joint venture                                        $   1,294,686
                                                                                                  ==============
        Contribution of real estate assets to joint venture                                        $  31,072,562
                                                                                                  ==============
</TABLE>
 

6.  INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL


    The Operating Partnership's income tax basis net income for the years ended
    December 31, 1999 and 1998 are calculated as follows:


<TABLE> 
<CAPTION> 
                                                                                           1999           1998
                                                                                       -----------     -----------
    <S>                                                                                <C>             <C> 
    Financial statement net income                                                      $3,884,649       $334,034
    Increase (decrease) in net income resulting from:
       Depreciation expense for financial reporting purposes in excess of
         amounts for income tax purposes                                                   949,631         82,618
       Rental income accrued for financial reporting purposes in excess of
         amounts for income tax purposes                                                  (789,599)       (35,427)
       Expenses deductible when paid for income tax purposes, accrued for
         financial reporting purposes                                                       49,906          1,634
                                                                                       -----------     ----------  
              Income tax basis net income                                               $4,094,587       $382,859
                                                                                       ===========     ==========
</TABLE>
 

                                      F-23

<PAGE>
 
The Operating Partnership's income tax basis partners' capital at December 31,
1999 and 1998 is computed as follows:


<TABLE> 
<CAPTION> 
                                                                                      1999                1998
                                                                                  ------------         -----------  
<S>                                                                               <C>                  <C> 
Financial statement partners' capital                                             $116,015,595         $27,421,687
Increase (decrease) in partners' capital resulting from:
    Depreciation expense for financial reporting purposes in excess of
       amounts for income tax purposes                                               1,032,249              82,618
    Capitalization of syndication costs for income tax purposes, which
       are accounted for as cost of capital for financial reporting
       purposes                                                                     12,896,312           3,942,545
    Accumulated rental income accrued for financial reporting purposes
       in excess of amounts for income tax purposes                                   (825,026)            (35,427)
    Accumulated expenses deductible when paid for income tax purposes,
       accrued for financial reporting purposes                                         51,540               1,634
    Dividends payable                                                                2,166,701             408,176
                                                                                  ------------         ----------- 
Income tax basis partners' capital                                                $131,337,371         $31,821,233
                                                                                  ============         =========== 
</TABLE>
 

7.  Rental Income

    The future minimum rental income due from the Operating Partnership's direct
    investment in real estate or its respective ownership interest in the joint
    ventures under noncancelable operating leases at December 31, 1999 is as
    follows:

                 Year ended December 31:
                     2000                            $ 11,737,408
                     2001                              11,976,253
                     2002                              12,714,291
                     2003                              12,856,557
                     2004                              12,581,882
                 Thereafter                            54,304,092
                                                     ------------
                                                     $116,170,483
                                                     ============

    Three tenants contributed 32%, 16%, and 15% of rental income for the year
    ended December 31, 1999. In addition, four tenants will contribute 34%, 20%,
    17%, and 11% of future minimum rental income.

    The future minimum rental income due the Fund IX, X, XI, and REIT Joint
    Venture under noncancelable operating leases at December 31, 1999 is as
    follows:


                 Year ended December 31:
                     2000                             $ 3,666,570
                     2001                               3,595,686
                     2002                               3,179,827
                     2003                               3,239,080
                     2004                               3,048,152
                 Thereafter                             5,181,003
                                                     ------------
                                                      $21,910,318
                                                     ============ 
                                     F-24

<PAGE>
 
  Four tenants contributed 25%, 18%, 13%, and 12% of rental income for the year
  ended December 31, 1999. In addition, four tenants will contribute 28%, 22%,
  15%, and 10% of future minimum rental income.

  The future minimum rental income due Wells/Orange County Associates under
  noncancelable operating leases at December 31, 1999 is as follows:

                 Year ended December 31:
                     2000                              $  758,964
                     2001                                 809,580
                     2002                                 834,888
                     2003                                 695,740
                                                       ----------
                                                       $3,099,172
                                                       ==========

  One tenant contributed 100% of rental income for the year ended December 31,
  1999 and will contribute 100% of future minimum rental income.

  The future minimum rental income due Wells/Fremont Associates under
  noncancelable operating leases at December 31, 1999 is as follows:

                 Year ended December 31:
                     2000                              $  869,492
                     2001                                 895,577
                     2002                                 922,444
                     2003                                 950,118
                     2004                                 894,833
                                                       ----------
                                                       $4,532,464
                                                       ==========

  One tenant contributed 100% of rental income for the year ended December 31,
  1999 and will contribute 100% of future minimum rental income.


  The future minimum rental income due from XI, XII and REIT under noncancelable
  operating leases at December 31, 1999 is a follows:

                 Year ended December 31:
                     2000                              $3,085,362
                     2001                               3,135,490
                     2002                               3,273,814
                     2003                               3,367,231
                     2004                               3,440,259
                 Thereafter                             9,708,895
                                                      -----------
                                                      $26,011,051
                                                      ===========

  Four tenants contributed approximately 34%, 22%, 22%, and 12% of rental income
  for the year ended December 31, 1999. In addition, four tenants will
  contribute approximately 30%, 27%, 22%, and 18% of future minimum rental
  income.

                                     F-25

<PAGE>
 
8.  NOTES PAYABLE

    At December 31, 1999, the Operating Partnership had outstanding debt of
    $23,929,228. Of this amount, $11,430,696 was borrowed under a construction
    loan with Bank of America in order to finance the construction of a new
    building for Matsushita Avionics (the "Matsushita Project") and improvements
    for the AT&T Building. This loan is secured by the Matsushita Project and
    matures on May 10, 2001. The remaining $12,498,532 was borrowed against the
    revolving line of credit from SouthTrust Bank, which is collateralized by
    the PwC Building and matures on December 31, 2000. Interest is paid monthly
    and accrued at a variable rate based on LIBOR plus 200 basis points for both
    of these debt instruments. During 1999, the Company paid and capitalized
    interest costs of $847,451 and $463,873, respectively. The estimated fair
    value of these notes approximates their carrying value.

    The Operating Partnership also has a $9,825,000 line of credit from Bank of
    America, which bears interest at a variable rate based on LIBOR plus 200
    basis points. No balance was outstanding at December 31, 1999 under this
    line of credit.


9.  COMMITMENTS AND CONTINGENCIES

    On February 18, 1999, the Operating Partnership entered into a rental income
    guaranty agreement with Fund VIII and IX Associates (the "joint venture"),
    whereby the Operating Partnership guaranteed that the joint venture would
    receive rental income on the existing Matsushita Building, equal to at least
    the rent and building expenses that the joint venture would have received
    from Matsushita Avionics over the remaining term of the existing lease.
    Matsushita Avionics vacated the building on January 3, 2000, while the
    existing lease term extends through September 2003. The Company paid
    approximately $61,000 to the joint venture related to the rental income and
    building expenses due from Matsushita Avionics for the remainder of January
    2000. Such payments are made from the Company's operating cash flow and
    reduce cash available for dividends.

    On July 22, 1999, the Operating Partnership purchased a 7.49 acre tract of
    land located in Midlothian, Chesterfield County, Virginia for the purpose of
    constructing a four-story, 100,000 rentable square foot office building (the
    "ABB Project"). The Operating Partnership entered into an office lease with
    ABB Power Generation, Inc. ("ABB"), pursuant to which ABB has agreed to
    lease the ABB Project upon its completion.

    Management, after consultation with legal counsel, is not aware of any
    significant litigation or claims against the Company, the Operating
    Partnership, or the Advisor. In the normal course of business, the Company,
    the Operating Partnership, or the Advisor may become subject to such
    litigation or claims.


10. COMMON STOCK OPTION PLAN

    The Wells Real Estate Investment Trust, Inc. Independent Director Stock
    Option Plan ("the Plan") provides for grants of stock to be made to
    independent nonemployee directors of the Company. Options to purchase 2,500
    shares of common stock at $12 per share are granted upon initially becoming
    an independent director of the Company. Of these shares, 20% are exercisable
    immediately on the date of grant. An additional 20% of these shares become
    exercisable on each anniversary following the date of grant for a period of
    four years. Effective on the date of each annual meeting of shareholders of
    the Company, beginning in 2000, each independent director will be granted an
    option to purchase 1,000 additional shares of common stock. These options
    vest at the rate of 500 shares per full year of service thereafter. All
    options granted under the Plan expire no later than the date immediately
    following the 

                                     F-26

<PAGE>
 
    tenth anniversary of the date of grant and may expire sooner in the event of
    the disability or death of the optionee or if the optionee ceases to serve
    as a director.

    The Company has adopted the disclosure provisions in SFAS No. 123,
    "Accounting for Stock-Based Compensation." As permitted by the provisions of
    SFAS No. 123, the Company applies Accounting Principles Board ("APB")
    Opinion No. 25 and the related interpretations in accounting for its stock
    option plans and, accordingly, does not recognize compensation cost.

    A summary of the Company's stock option activity during 1999 is as follows:

                                                                   Exercise
                                                      Number         Price
                                                    ---------     ---------- 
        Outstanding at December 31, 1998                   0        $    0
            Granted                                   27,500            12
                                                    ---------     ---------- 
        Outstanding at December 31, 1999              27,500        $   12
                                                    =========     ==========
        Outstanding options exercisable as of          
          December 31, 1999                            5,500        $   12 
                                                    =========     ========== 

    The weighted average remaining contractual life of options outstanding at
    December 31, 1999 is approximately 9.5 years. Based on the terms of the
    options, the fair value of the options granted during 1999 is $0.

11. QUARTERLY RESULTS (UNAUDITED)

    Presented below is a summary of the unaudited quarterly financial
    information for the years ended December 31, 1999 and 1998:


<TABLE> 
<CAPTION> 
                                                                         1999 Quarters Ended
                                                   ---------------------------------------------------------------
                                                     March 31         June 30       September 30      December 31
                                                   -----------       ----------     -------------     ------------
<S>                                                <C>               <C>            <C>               <C>  
Revenues                                              $988,000       $1,204,938        $1,803,352       $2,499,105
Net income                                             393,438          601,975         1,277,019        1,612,217
Basic and diluted earnings per share                  $   0.10       $     0.09        $     0.18       $     0.13
Dividends per share                                       0.17             0.17              0.18             0.18

<CAPTION> 
                                                                            1998 Quarters Ended
                                                          -------------------------------------------------------
                                                          March 31      June 30     September 30      December 31
                                                          ---------     ---------   -------------    ------------
<S>                                                       <C>           <C>         <C>              <C>  
Revenues                                                     $   0       $10,917        $73,292          $310,969
Net income                                                       0        10,899         62,128           261,007
Basic and diluted earnings per share                         $0.00       $  0.16        $  0.06          $   0.18
Dividends per share                                           0.00          0.00           0.15              0.16
</TABLE>
 

                                     F-27

<PAGE>
 
R
EPORT OF INDEPENDENT PUBLIC ACCOUNTANTS





To Wells Real Estate Investment Trust, Inc.:


We have audited the accompanying balance sheet of THE MARCONI BUILDING as of
December 31, 1999 and the related statements of income, partner's capital, and
cash flows for the three-month period from inception (September 10, 1999) to
December 31, 1999. These financial statements are the responsibility of the
building's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Marconi Building as of
December 31, 1999 and the results of its operations and its cash flows for the
three-month period from inception (September 10, 1999) to December 31, 1999 in
conformity with accounting principles generally accepted in the United States.



Atlanta, Georgia
January 20, 2000


                                     F-28

<PAGE>
 
                             THE MARCONI BUILDING


                                 BALANCE SHEET

                               DECEMBER 31, 1999




<TABLE> 
<CAPTION> 
                                     ASSETS
<S>                                                                              <C> 
REAL ESTATE ASSETS:
    Land                                                                         $  5,208,335                      
    Building and improvements, less accumulated depreciation of $391,134           28,943,943                      
                                                                                 ------------
              Total real estate assets                                             34,152,278                      
                                                                                                                   
CASH AND CASH EQUIVALENTS                                                             911,108                      
                                                                                                                   
ACCOUNTS RECEIVABLE                                                                   215,081                      
                                                                                 ------------
              Total assets                                                       $ 35,278,467                      
                                                                                 ============
                                                                                                                   
                        LIABILITIES AND PARTNERS' CAPITAL                                                          
                                                                                                                   
LIABILITIES:                                                                                                       
    Accounts payable and accrued expenses                                        $    252,651    
    Distributions payable to partner                                                  671,361                      
                                                                                 ------------
                                                                                      924,012                      
                                                                                                                   
COMMITMENTS AND CONTINGENCIES (Note 4)                                                                             
                                                                                                                   
PARTNER'S CAPITAL:                                                                                                 
    Wells Real Estate Investment Trust, Inc.                                       34,354,455                      
                                                                                 ------------
              Total liabilities and partners' capital                            $ 35,278,467                      
                                                                                 ============
</TABLE>
 



      The accompanying notes are an integral part of this balance sheet.

                                     F-29

<PAGE>
 
                             THE MARCONI BUILDING


                              STATEMENT OF INCOME

        FOR THE THREE-MONTH PERIOD FROM INCEPTION (SEPTEMBER 10, 1999)

                             TO DECEMBER 31, 1999

REVENUES:
    Rental income                                             $1,090,425       
                                                              ----------
EXPENSES:                                                                      
    Depreciation                                                 391,134       
    Operating costs, net of reimbursements                         5,695       
    Management and leasing fees                                   52,295       
    Legal and accounting                                           1,000       
                                                              ----------
                                                                 450,124       
                                                              ----------
NET INCOME                                                    $  640,301       
                                                              ==========







        The accompanying notes are an integral part of this statement.

                                     F-30

<PAGE>
 
                             THE MARCONI BUILDING


                        STATEMENT OF PARTNER'S CAPITAL

        FOR THE THREE-MONTH PERIOD FROM INCEPTION (SEPTEMBER 10, 1999)

                             TO DECEMBER 31, 1999




                                              Wells Real                       
                                                Estate                         
                                              Investment                       
                                             Trust, Inc.                       
                                             ------------                      
                                                                               
BALANCE, December 31, 1998                   $          0                      
                                                                               
    Net income                                    640,301                      
    Contributions                              34,543,412                      
    Distributions                                (829,258)                     
                                             ------------                      
BALANCE, December 31, 1999                   $ 34,354,455                      
                                             ============                      





        The accompanying notes are an integral part of this statement.

                                     F-31

<PAGE>
 
                             THE MARCONI BUILDING


                            STATEMENT OF CASH FLOWS

        FOR THE THREE-MONTH PERIOD FROM INCEPTION (SEPTEMBER 10, 1999)

                             TO DECEMBER 31, 1999





<TABLE> 
<S>                                                                                       <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                            $     640,301            
                                                                                          -------------            
    Adjustments to reconcile net income to net cash provided by operating activities:                              
           Depreciation                                                                         391,134            
           Changes in assets and liabilities:                                                                      
              Accounts receivable                                                              (215,081)           
              Accounts payable and accrued expenses                                             252,651            
                                                                                          -------------            
                 Total adjustments                                                              428,704            
                                                                                          -------------            
                 Net cash provided by operating activities                                    1,069,005            
                                                                                          -------------            
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                              
    Purchase of real estate assets                                                          (34,543,412)            
                                                                                          -------------            
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                              
    Distributions paid to partner                                                              (157,897)           
    Contributions from partner                                                               34,543,412            
                                                                                          -------------            
                 Net cash provided by financing activities                                   34,385,515            
                                                                                          -------------            
NET CHANGE IN CASH AND CASH EQUIVALENTS                                                         911,108            
                                                                                                                   
CASH AND CASH EQUIVALENTS, beginning of period                                                        0            
                                                                                          -------------            
CASH AND CASH EQUIVALENTS, end of period                                                  $     911,108            
                                                                                          =============            
</TABLE>
 



        The accompanying notes are an integral part of this statement.

                                     F-32

<PAGE>
 
                              THE MARCONI BUILDING



                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999



1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Organization and Business

    On September 10, 1999, the Wells Operating Partnership L.P. ("Wells OP"), a
    Delaware limited partnership formed to acquire, own, lease, operate, and
    manage real properties on behalf of the Wells Real Estate Investment Trust,
    Inc., ("REIT") acquired a two-story corporate office building containing
    approximately 250,354 rentable square feet located in Wood Dale, DuPage
    County, Illinois ("Marconi"). The purchase price of Marconi was $33,158,865,
    including acquisition related expenses. Wells OP paid $26,130,940 in cash
    and obtained $7,000,000 in loan proceeds from a line of credit held by
    SouthTrust Bank, N.A. Additional acquisition fees of $27,925 were incurred
    related to attorneys' fees, environmental consultants' fees, appraisers'
    fees, and other costs. Wells Real Estate Investment Trust, Inc. owned 100%
    of the building at December 31, 1999.

    Use of Estimates

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements and the reported amounts of revenues and expenses during the
    reporting period. Actual results could differ from those estimates.

    Income Taxes

    Marconi is not deemed to be a taxable entity for federal income tax
    purposes.

    Real Estate Assets

    Real estate assets are stated at cost, less accumulated depreciation. Major
    improvements and betterments are capitalized when they extend the useful
    life of the related asset. All repairs and maintenance are expensed as
    incurred.

    Management continually monitors events and changes in circumstances which
    could indicate that carrying amounts of real estate assets may not be
    recoverable. When events or changes in circumstances are present which
    indicate that the carrying amounts of real estate assets may not be
    recoverable, management assesses the recoverability of real estate assets by
    determining whether the carrying value of such real estate assets will be
    recovered through the future cash flows expected from the use of the asset
    and its eventual disposition. Management has determined that there has been
    no impairment in the carrying value of Marconi as of December 31, 1999.

    Depreciation is calculated using the straight-line method over 25 years.

                                     F-33

<PAGE>
 
   Revenue Recognition

   The lease on Marconi is classified as an operating lease, and the related
   rental income is recognized on a straight-line basis over the term of the
   lease.

   Cash and Cash Equivalents

   For the purposes of the statement of cash flows, Marconi considers all highly
   liquid investments purchased with an original maturity of three months or
   less to be cash equivalents. Cash equivalents include cash and short-term
   investments. Short-term investments are stated at cost, which approximates
   fair value, and consist of investments in money market accounts.

2. RENTAL INCOME

   The future minimum rental income due to Marconi under noncancelable operating
   leases at December 31, 1999 is as follows:


                 Year ending December 31:
                     2000                           $  2,838,952
                     2001                              2,872,768
                     2002                              3,376,746
                     2003                              3,376,746
                     2004                              3,376,746
                 Thereafter                           23,355,827
                                                    ------------
                                                    $ 39,197,785
                                                    ============

   One tenant contributed 100% of rental income for the three-month period from
   inception (September 10, 1999) to December 31, 1999 and represents 100% of
   the future minimum rental income above.

3. RELATED-PARTY TRANSACTIONS

   The REIT entered into a property management agreement with Wells Management
   Company, Inc. ("Wells Management"), an affiliate of the REIT. In
   consideration for supervising the management of Marconi, the REIT will
   generally pay Wells Management management and leasing fees equal to (a) 3% of
   the gross revenues for management and 3% of the gross revenues for leasing
   (aggregate maximum of 6%) plus a separate fee for the one-time initial lease-
   up of newly constructed properties in an amount not to exceed the fee
   customarily charged in arm's-length transactions by others rendering similar
   services in the same geographic area for similar properties or (b) in the
   case of commercial properties which are leased on a long-term net basis (ten
   or more years), 1% of the gross revenues except for initial leasing fees
   equal to 3% of the gross revenues over the first five years of the lease
   term.

   Marconi incurred management and leasing fees of $52,295, for the three-month
   period from inception (September 10, 1999) to December 31, 1999, which were
   paid to Wells Management.

   Due from affiliates relates to cash held by the REIT for Marconi.

                                     F-34

<PAGE>
 
4. COMMITMENTS AND CONTINGENCIES

   Management, after consultation with legal counsel, is not aware of any
   significant litigation or claims against Marconi or the REIT. In the normal
   course of business, Marconi or the REIT may become subject to such litigation
   or claims.

                                     F-35

<PAGE>
 
R
EPORT OF INDEPENDENT PUBLIC ACCOUNTANTS






To Wells Real Estate Fund IX, L.P.,
Wells Real Estate Fund X, L.P.,
Wells Real Estate Fund XI, L.P., and
Wells Real Estate Investment Trust, Inc.:


We have audited the accompanying balance sheets of THE OHMEDA BUILDING as of
December 31, 1999 and 1998 and the related statements of income, partners'
capital, and cash flows for the year ended December 31, 1999 and for the period
from inception (February 13, 1998) to December 31, 1998. These financial
statements are the responsibility of the building's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Ohmeda Building as of
December 31, 1999 and 1998 and the results of its operations and its cash flows
for the year ended December 31, 1999 and for the period from inception (February
13, 1998) to December 31, 1998 in conformity with accounting principles
generally accepted in the United States.




Atlanta, Georgia
January 20, 2000


                                     F-36

<PAGE>
 
                               THE OHMEDA BUILDING


                                 BALANCE SHEETS

                           DECEMBER 31, 1999 AND 1998



<TABLE> 
<CAPTION> 
                                     ASSETS
                                                                          1999               1998                     
                                                                      -------------      -------------
<S>                                                                   <C>                <C> 
REAL ESTATE ASSETS:                                                                                                  
    Land                                                              $   2,746,894      $   2,746,894               
    Building and improvements, less accumulated depreciation of                                                      
      $625,416 in 1999 and $299,112 in 1998                               7,532,186          7,858,490               
                                                                      -------------      ------------- 
              Total real estate assets                                   10,279,080         10,605,384               
                                                                                                                     
CASH AND CASH EQUIVALENTS                                                   902,987            983,061               
                                                                                                                     
ACCOUNTS RECEIVABLE                                                         198,583             13,969               
                                                                      -------------      ------------- 
              Total assets                                            $  11,380,650      $  11,602,414               
                                                                      =============      =============
                                                                                                                     
                        LIABILITIES AND PARTNERS' CAPITAL                                                            
                                                                                                                     
LIABILITIES:                                                                                                         
    Accounts payable and accrued expenses                             $     249,707      $     157,691               
    Distributions payable to partners                                       815,107            825,380               
                                                                      -------------      ------------- 
              Total liabilities                                           1,064,814            983,071               
                                                                      -------------      ------------- 
COMMITMENTS AND CONTINGENCIES (Note 4)                                                                               
                                                                                                                     
PARTNERS' CAPITAL:                                                                                                   
    Wells Real Estate Fund IX, L.P.                                       3,401,108          3,519,869               
    Wells Real Estate Fund X, L.P.                                        6,971,508          7,119,063               
    Wells Real Estate Fund XI, L.P.                                         (38,262)           (12,456)              
    Wells Real Estate Investment Trust, Inc.                                (18,518)            (7,133)              
                                                                      -------------      ------------- 
              Total partners' capital                                    10,315,836         10,619,343               
                                                                      -------------      ------------- 
              Total liabilities and partners' capital                 $  11,380,650      $  11,602,414               
                                                                      =============      =============
</TABLE>
 


     The accompanying notes are an integral part of these balance sheets.

                                     F-37

<PAGE>
 
                              THE OHMEDA BUILDING


                             STATEMENTS OF INCOME

                   FOR THE YEAR ENDED DECEMBER 31, 1999 AND

                         FOR THE PERIOD FROM INCEPTION

                   (FEBRUARY 13, 1998) TO DECEMBER 31, 1998


<TABLE> 
<CAPTION> 
                                                                            1999              1998
                                                                        -----------        --------- 
<S>                                                                     <C>                <C> 
REVENUES:
    Rental income                                                       $ 1,027,314        $ 898,901                 
EXPENSES:                                                               -----------        ---------  
    Depreciation                                                            326,304          299,112                 
    Operating costs, net of reimbursements                                  (18,633)             663                 
    Management and leasing fees                                              46,911           41,688                 
    Legal and accounting                                                      3,450            2,200                 
                                                                        -----------        ---------  
                                                                            358,032          343,663
                                                                        -----------        ---------            
NET INCOME                                                              $   669,282        $ 555,238                 
                                                                        ===========        =========

NET INCOME ALLOCATED TO WELLS REAL ESTATE FUND IX, L.P.                 $   261,867        $ 243,597                 
                                                                        ===========        =========

NET INCOME ALLOCATED TO WELLS REAL ESTATE FUND X, L.P.                  $   325,357        $ 271,294                 
                                                                        ===========        =========

NET INCOME ALLOCATED TO WELLS REAL ESTATE FUND XI, L.P.                 $    56,955        $  25,656                 
                                                                        ===========        =========

NET INCOME ALLOCATED TO WELLS REAL ESTATE INVESTMENT TRUST, INC.        $    25,103        $  14,691                 
                                                                        ===========        ========= 
</TABLE>
 

       The accompanying notes are an integral part of these statements.

                                     F-38

<PAGE>
 
                              THE OHMEDA BUILDING


                        STATEMENTS OF PARTNERS' CAPITAL

                   FOR THE YEAR ENDED DECEMBER 31, 1999 AND

                         FOR THE PERIOD FROM INCEPTION

                   (FEBRUARY 13, 1998) TO DECEMBER 31, 1998



<TABLE> 
<CAPTION> 
                                                                                                Wells Real                       
                                       Wells Real         Wells Real          Wells Real          Estate             Total       
                                         Estate             Estate              Estate          Investment         Partners'     
                                     Fund IX, L.P.       Fund X, L.P.       Fund XI, L.P.       Trust, Inc.         Capital      
                                    --------------      --------------      ------------       ------------      --------------  
<S>                                 <C>                 <C>                 <C>                <C>               <C> 
BALANCE, December 31, 1997           $           0      $            0        $        0       $         0       $            0 
                                                                                                                                 
    Contributions                        3,636,662           7,252,823                 0                 0           10,889,485  
    Net income                             243,597             271,294            25,656            14,691              555,238  
    Distributions                         (360,390)           (405,054)          (38,112)          (21,824)            (825,380) 
                                    --------------      --------------       -----------       -----------       -------------- 
BALANCE, December 31, 1998               3,519,869           7,119,063           (12,456)           (7,133)          10,619,343  
                                                                                                                                 
    Net income                             261,867             325,357            56,955            25,103              669,282  
    Distributions                         (380,628)           (472,912)          (82,761)          (36,488)            (972,789) 
                                    --------------      --------------       -----------       -----------       -------------- 
BALANCE, December 31, 1999           $   3,401,108      $    6,971,508        $  (38,262)      $   (18,518)      $   10,315,836  
                                    ==============      ==============       ===========       ===========       ==============
</TABLE>
 



       The accompanying notes are an integral part of these statements.

                                     F-39


<PAGE>
 
                               THE OHMEDA BUILDING


                            STATEMENTS OF CASH FLOWS

                    FOR THE YEAR ENDED DECEMBER 31, 1999 AND

                          FOR THE PERIOD FROM INCEPTION

                    (FEBRUARY 13, 1998) TO DECEMBER 31, 1998



<TABLE> 
<CAPTION> 
                                                                                 1999              1998            
                                                                             ----------       ------------         
<S>                                                                          <C>              <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                              
    Net income                                                               $  669,282       $    555,238         
                                                                             ----------       ------------
    Adjustments to reconcile net income to net cash provided by 
       operating activities:                                                                                                 
           Depreciation                                                         326,304            299,112         
           Changes in assets and liabilities:                                                                      
              Accounts receivable                                              (184,614)           (13,969)        
              Accounts payable and accrued expenses                              92,016            157,691         
                                                                             ----------       ------------ 
                 Total adjustments                                              233,706            442,834         
                                                                             ----------       ------------ 
                 Net cash provided by operating activities                      902,988            998,072         
                                                                             ----------       ------------ 
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                              
    Investment in real estate                                                         0        (10,904,496)        
                                                                             ----------       ------------  
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                              
    Contributions received from partners                                              0         10,889,485         
    Distributions paid to partners                                             (983,062)                 0         
                                                                             ----------       ------------ 
                 Net cash (used in) provided by financing activities           (983,062)        10,889,485         
                                                                             ----------       ------------  
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                            (80,074)           983,061         
                                                                                                                   
CASH AND CASH EQUIVALENTS, beginning of period                                  983,061                  0         
                                                                             ----------       ------------  
CASH AND CASH EQUIVALENTS, end of period                                     $  902,987       $    983,061         
                                                                             ==========       ============
</TABLE>
 



        The accompanying notes are an integral part of this statement.

                                     F-40

<PAGE>
 
                              THE OHMEDA BUILDING



                         NOTES TO FINANCIAL STATEMENTS

                          DECEMBER 31, 1999 AND 1998


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Organization and Business

   The Ohmeda Building ("Ohmeda") is a two-story office building located in
   Louisville, Colorado. The building is owned by Fund IX, X, XI, and REIT
   Associates, a joint venture between Wells Real Estate Fund IX, L.P. ("Fund
   IX"), Wells Real Estate Fund X, L.P. ("Fund X"), Wells Real Estate Fund XI,
   L.P. ("Fund XI"), and Wells Real Estate Investment Trust, Inc. ("REIT"). As
   of December 31, 1999, Fund IX, Fund X, Fund XI, and REIT owned 39%, 48%, 9%,
   and 4% of Ohmeda, respectively. Allocation of net income and distributions
   are made in accordance with ownership percentages.

   Use of Estimates

   The preparation of financial statements in conformity with generally accepted
   accounting principles requires management to make estimates and assumptions
   that affect the reported amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported amounts of revenues and expenses during the reporting period.
   Actual results could differ from those estimates.

   Income Taxes

   Ohmeda is not deemed to be a taxable entity for federal income tax purposes.

   Real Estate Assets

   Real estate assets are stated at cost, less accumulated depreciation. Major
   improvements and betterments are capitalized when they extend the useful life
   of the related asset. All repairs and maintenance are expensed as incurred.

   Management continually monitors events and changes in circumstances which
   could indicate that carrying amounts of real estate assets may not be
   recoverable. When events or changes in circumstances are present which
   indicate that the carrying amounts of real estate assets may not be
   recoverable, management assesses the recoverability of real estate assets by
   determining whether the carrying value of such real estate assets will be
   recovered through the future cash flows expected from the use of the asset
   and its eventual disposition. Management has determined that there has been
   no impairment in the carrying value of Ohmeda as of December 31, 1999.

   Depreciation is calculated using the straight-line method over 25 years.

                                     F-41

<PAGE>
 
   Revenue Recognition

   The lease on Ohmeda is classified as an operating lease, and the related
   rental income is recognized on a straight-line basis over the term of the
   lease.

   Cash and Cash Equivalents

   For the purpose of the statements of cash flow, Ohmeda considers all highly
   liquid investments purchased with an original maturity of three months or
   less to be cash equivalents. Cash equivalents include cash and short-term
   investments. Short-term investments are stated at cost, which approximates
   fair value, and consist of investments in money market.

2. RENTAL INCOME

   The future minimum rental income due Ohmeda under noncancelable operating
   leases at December 31, 1999 is as follows:

                 Year ending December 31:
                     2000                                    $1,004,517
                     2001                                     1,004,517
                     2002                                     1,004,517
                     2003                                     1,050,509
                     2004                                     1,102,639
                 Thereafter                                      92,250
                                                             ----------
                                                             $5,258,949
                                                             ==========

   One tenant contributed 100% of rental income for the year ended December 31,
   1999 and represents 100% of the future minimum rental income above.


3. RELATED-PARTY TRANSACTIONS

   Fund IX, Fund X, Fund XI, and REIT Associates entered into a property
   management agreement with Wells Management Company, Inc. ("Wells
   Management"), an affiliate of Fund IX, Fund X, Fund XI, and REIT Associates.
   In consideration for supervising management of the property, Fund IX, Fund X,
   Fund XI, and REIT Associates will generally pay Wells Management management
   and leasing fees equal to (a) 3% of the gross revenues for management and 3%
   of the gross revenues for leasing (aggregate maximum of 6%) plus a separate
   fee for the one-time initial lease-up of newly constructed properties in an
   amount not to exceed the fee customarily charged in arm's-length transactions
   by others rendering similar services in the same geographic area for similar
   properties or (b) in the case of commercial properties which are leased on a
   long-term net basis (ten or more years), 1% of the gross revenues except for
   initial leasing fees equal to 3% of the gross revenues over the first five
   years of the lease term.

   Ohmeda incurred management and leasing fees of $46,911 and $41,688 for the
   years ended December 31, 1999 and 1998, respectively, which were paid to
   Wells Management.

                                     F-42

<PAGE>
 
4. COMMITMENTS AND CONTINGENCIES

   Management, after consultation with legal counsel, is not aware of any
   significant litigation or claims against Ohmeda or its partners. In the
   normal course of business, Ohmeda or its partners may become subject to such
   litigation or claims.

                                     F-43

<PAGE>
 
            WELLS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARY

                    (A Georgia Public Limited Partnership)


 
     SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

                               DECEMBER 31, 1999


<TABLE> 
<CAPTION> 
                                                                                     Initial Cost               Costs of    
                                                                          --------------------------------- 
                                               Ownership                                     Buildings and    Capitalized  
                     Description                   %       Encumbrances         Land         Improvements    Improvements   
--------------------------------------   ----------------  -------------  ----------------  ---------------  -------------  
<S>                                            <C>         <C>            <C>               <C>              <C> 
ABB KNOXVILLE PROPERTY (a)                         4              None      $     582,897   $     744,164    $  6,616,885  
                                                                                                                           
LUCENT TECHNOLOGIES (b)                            4              None          1,002,723       4,386,374         242,241  
                                                                                                                           
360 INTERLOCKEN (c)                                4              None          1,570,000       6,733,500         437,266  
                                                                                                                           
IOMEGA PROPERTY (d)                                4              None            597,000       4,674,624         876,459  
                                                                                                                           
OHMEDA PROPERTY (e)                                4              None          2,613,600       7,762,481         528,415  
                                                                                                                           
FAIRCHILD PROPERTY (f)                            78              None          2,130,480       6,852,630         374,300  
                                                                                                                           
ORANGE COUNTY PROPERTY (g)                        44              None          2,100,000       4,463,700         287,916  
                                                                                                                           
PRICEWATERHOUSECOOPERS PROPERTY (h)              100       $12,498,532          1,460,000      19,839,071         825,560  
                                                                                                                           
EYBL CARTEX PROPERTY (i)                          57              None            330,000       4,791,828         211,962  
                                                                                                                           
SPRINT BUILDING (j)                               57              None          1,696,000       7,850,726         397,783  
                                                                                                                           
JOHNSON MATTHEY (k)                               57              None          1,925,000       6,131,392         335,685  
                                                                                                                           
GARTNER PROPERTY (l)                              57              None            895,844       7,451,760         347,820  
                                                                                                                           
AT&T PROPERTY (m)                                100           160,797            662,000      11,836,368         265,740  
                                                                                                                           
MARCONI PROPERTY (n)                             100              None          5,000,000      28,161,665       1,381,747  
                                                                                                                           
CINEMARK PROPERTY (o)                            100              None          1,456,000      20,376,881         909,711  
                                                                                                                           
MATSUSHITA PROJECT (p)                           100        11,269,899          4,577,485               0      10,372,801  
                                                                                                                           
ABB PROJECT (q)                                  100              None            948,401               0       2,228,174  
                                                           -------------  ----------------  ---------------  -------------   
              Total                                        $23,929,228        $24,021,544    $142,057,163     $14,039,490  
                                                           =============  ================  ===============  =============       

<CAPTION> 
                                                                     Gross Amount at Which Carried at December 31, 1999    
                                                           -------------------------------------------------------------------
                                                                               Buildings and    Construction         
                     Description                                 Land          Improvements     in Progress        Total
-------------------------------------                      -----------------  --------------  ----------------  --------------   
<S>                                                        <C>                <C>             <C>               <C>       
ABB KNOXVILLE PROPERTY (a)                                  $     607,930     $   7,336,016    $            0    $  7,943,946   
                                                                                                                                
LUCENT TECHNOLOGIES (b)                                         1,051,138         4,580,200                 0       5,631,338
                                              
360 INTERLOCKEN (c)                                             1,650,070         7,090,696                 0       8,740,766      
                                              
IOMEGA PROPERTY (d)                                               641,988         5,506,095                 0       6,148,083       
                                                                                                                              
OHMEDA PROPERTY (e)                                             2,746,894         8,157,602                 0      10,904,496    
                                              
FAIRCHILD PROPERTY (f)                                          2,219,251         7,138,159                 0       9,357,410       
                                              
ORANGE COUNTY PROPERTY (g)                                      2,187,501         4,664,115                 0       6,851,616     
                                                                                                                               
PRICEWATERHOUSECOOPERS PROPERTY (h)                             1,520,834        20,603,797                 0      22,124,631     
                                                                                                                               
EYBL CARTEX PROPERTY (i)                                          343,750         4,990,040                 0       5,333,790       
                                                                                                                               
SPRINT BUILDING (j)                                             1,766,667         8,177,842                 0       9,944,509     
                                                                                                                               
JOHNSON MATTHEY (k)                                             2,005,209         6,386,868                 0       8,392,077     
                                              
GARTNER PROPERTY (l)                                              933,171         7,762,253                 0       8,695,424       
                                                                                                                               
AT&T PROPERTY (m)                                                 689,584        12,074,525                 0      12,764,109       
                                                                                                                               
MARCONI PROPERTY (n)                                            5,208,335        29,335,077                 0      34,543,412     
                                                                                                                               
CINEMARK PROPERTY (o)                                           1,516,667        21,225,924                 0      22,742,591     
                                                                                                                               
MATSUSHITA PROJECT (p)                                          4,577,485                 0        10,372,801      14,950,286     
                                                                                                                               
ABB PROJECT (q)                                                   987,918                 0         2,188,658       3,176,576       
                                                           -----------------  --------------  ----------------  --------------   
              Total                                           $25,088,989      $155,029,209       $12,561,459    $180,118,198   
                                                           =================  ==============  ================  ============== 
<CAPTION> 
                                                                                                              Life on Which   
                                                            Accumulated         Date of           Date         Depreciation   
                     Description                            Depreciation      Construction      Acquired     in Computed (r)  
--------------------------------------                     ---------------  ----------------  ------------  ------------------ 
<S>                                                        <C>              <C>               <C>           <C>      
ABB KNOXVILLE PROPERTY (a)                                  $  1,049,682          1997           12/10/96      20 to 25 years  
                                                                                                     
LUCENT TECHNOLOGIES (b)                                          290,075          1998            6/24/98      20 to 25 years   
                                              
360 INTERLOCKEN (c)                                         $  1,049,682          1996            3/20/98      20 to 25 years  
                                                                                                     
IOMEGA PROPERTY (d)                                              301,916          1998            2/15/98      20 to 25 years   
                                                                       
OHMEDA PROPERTY (e)                                              625,416          1998            7/21/98      20 to 25 years  
                                                                                                     
FAIRCHILD PROPERTY (f)                                           428,246          1998            7/30/98      20 to 25 years   
                                                                        
ORANGE COUNTY PROPERTY (g)                                       278,652          1998           12/31/98      20 to 25 years  
                                                                                                     
PRICEWATERHOUSECOOPERS PROPERTY (h)                              821,492          1998            5/16/99      20 to 25 years   
                                                  
EYBL CARTEX PROPERTY (i)                                         133,072          1998            7/30/99      20 to 25 years  
                                                                                                     
SPRINT BUILDING (j)                                              163,553          1998            8/17/99      20 to 25 years   
                                                                       
JOHNSON MATTHEY (k)                                              106,461          1993            9/20/99      20 to 25 years  
                                                                                                     
GARTNER PROPERTY (l)                                             103,496          1998            2/30/99      20 to 25 years   
                                                            
AT&T PROPERTY (m)                                                442,724          1998            9/10/99      20 to 25 years  
                                                                                                     
MARCONI PROPERTY (n)                                             391,134          1998           12/21/99      20 to 25 years   
                                                                        
CINEMARK PROPERTY (o)                                             70,753          1999            3/15/99      20 to 25 years  
                                                                                                     
MATSUSHITA PROJECT (p)                                                 0          1999            7/30/99      20 to 25 years   
                                                  
ABB PROJECT (q)                                                        0          1999            7/20/98      20 to 25 years
                                                           ---------------
              Total                                         $  5,731,651 
                                                           =============== 
</TABLE>
 

               (a)  The ABB Knoxville Property consists of a three-story office
                    building located in Knoxville, Tennessee. It is owned by
                    Fund IX-X-XI-REIT Joint Venture.
               (b)  The Lucent Technologies property consists of a one-story
                    office building located in Oklahoma City, Oklahoma. It is
                    owned by Fund IX-X-XI-REIT Joint Venture.
               (c)  The 360 Interlocken property consists of a three-story 
                    multi-tenant office building located in Broomfield, 
                    Colorado. It is owned by Fund IX-X-XI-REIT Joint Venture.
               (d)  The Iomega Property consists of a one-story warehouse and
                    office building located in Ogden, Utah. It is owned by Fund
                    IX-X-XI-REIT Joint Venture.
               (e)  The Ohmeda Property consists of a two-story office building
                    located in Louisville, Colorado. It is owned by Fund 
                    IX-X-XI-REIT Joint Venture.
               (f)  The Fairchild Property consists of a two-story warehouse and
                    office building located in Fremont, California. It is owned
                    by Wells/Freemont Associates.
               (g)  The Orange County Property consists of a one-story warehouse
                    and office building located in Fountain Valley, California.
                    It is owned by Wells/Orange County Associates.
               (h)  The PriceWaterhouseCoopers Property consists of a four-story
                    office building located in Tampa, Florida. It is 100% owned
                    by the Company.
               (i)  The EYBL CarTex Property consists of a one-story
                    manufacturing and office building located in Fountain Inn,
                    South Carolina. It is owned by Fund XI-XII-REIT Joint
                    Venture.
               (j)  The Sprint Building consists of a three-story office
                    building located in Leawood, Kansas. It is owned by Fund XI-
                    XII-REIT Joint Venture.
               (k)  The Johnson Matthew Property consists of a one-story
                    research and development office and warehouse building
                    located in Chester County, Pennsylvania. It is owned by Fund
                    XI-XII-REIT Joint Venture.
               (l)  The Gartner Property consists of a two-story office building
                    located in Ft. Myers, Florida. It is owned by Fund XI-XII-
                    REIT Joint Venture
               (m)  The AT&T Property consists of a four-story office building
                    located in Harrisburg, Pennsylvania. It is 100% owned by the
                    Company.
               (n)  The Marconi Property consists of a two-story office building
                    located in Wood Dale, Illinois. It is 100% owned by the
                    Company.
               (o)  The Cinemark Property consists of a five-story office
                    building located in Plano, Texas. It is 100% owned by the
                    Company.
               (p)  The Matsushita Project consists of a two-story office
                    building under development located in Lake Forest,
                    California. It is 100% owned by the Company.
               (q)  The ABB Project is a 7.49 acre tract of real property under
                    construction in Midlothian, Chesterfield County, Virginia.
                    It is 100% owned by the Company.
               (r)  Depreciation lives used for buildings are 25 years.
                    Depreciation lives used for land improvements are 20 years.

                                      S-1

<PAGE>
 
            WELLS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARY

                    (A Georgia Public Limited Partnership)


      SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

                               DECEMBER 31, 1999


<TABLE> 
<CAPTION>                                        

                                                                 Accumulated 
                                                      Cost       Depreciation
                                                  ------------   -------------
<S>                                               <C>            <C>  
BALANCE AT DECEMBER 31, 1997                      $          0   $           0
                                                                    
                                                              
    1998 additions                                  76,201,910       1,487,963
                                                  ------------   -------------
BALANCE AT DECEMBER 31, 1998                        76,201,910       1,487,963
                                                              
    1999 additions                                 103,916,288       4,243,688
                                                 -------------   -------------
BALANCE AT DECEMBER 31, 1999                     $ 180,118,198   $   5,731,651
                                                 =============   =============
</TABLE>
 

                                      S-2

<PAGE>
 

                                 EXHIBIT INDEX
                                 -------------

                  (Wells Real Estate Investment Trust, Inc.)


     The following documents are filed as exhibits to this report.  Those
exhibits previously filed and incorporated herein by reference are identified
below by an asterisk.  For each such asterisked exhibit, there is shown below
the description of the previous filing.  Exhibits which are not required for
this report are omitted.

Exhibit
Number    Description of Document
------    -----------------------

*3.1      Amended and Restated Articles of Incorporation of Wells Real Estate
          Investment Trust, Inc. (Exhibit 3.1 to Form S-11 Registration
          Statement of Wells Real Estate Investment Trust, Inc., as amended to
          date, Commission File No. 333-83933)

*3.2      Bylaws of Wells Real Estate Investment Trust, Inc. (Exhibit 3.2 to
          Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*3.3      Amendment No. 1 to Bylaws of Wells Real Estate Investment Trust, Inc.
          (Exhibit 3.3 to Form S-11 Registration Statement of Wells Real Estate
          Investment Trust, Inc., as amended to date, Commission File No. 333-
          32099)

*10.1     Agreement of Limited Partnership of Wells Operating Partnership, L.P.
          (Exhibit 10.1 to Form S-11 Registration Statement of Wells Real Estate
          Investment Trust, Inc., as amended to date, Commission File No. 333-
          32099)

*10.2     Advisory Agreement dated January 30, 1999 (Exhibit 10.3 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32099)

*10.3     Management Agreement (Exhibit 10.4 to Form S-11 Registration Statement
          of Wells Real Estate Investment Trust, Inc., as amended to date,
          Commission File No. 333-32099)

*10.4     Leasing and Tenant Coordinating Agreement (Exhibit 10.5 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32099)

<PAGE>
 
*10.5     Amended and Restated Joint Venture Agreement of The Fund IX, Fund X,
          Fund XI and REIT Joint Venture dated June 11, 1998 (Exhibit 10.4 to
          Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10.6     Lease Agreement for the ABB Building dated December 10, 1996
          (Exhibit 10(kk) to Form S-11 Registration Statement of Wells Real
          Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., as amended
          to date, Commission File No. 33-83852)

*10.7     Agreement for the Purchase and Sale of Real Property relating to the
          Ohmeda Building dated November 14, 1997 between Lincor Centennial,
          Ltd. and Wells Real Estate Fund X, L.P. (Exhibit 10.6 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32099)

*10.8     Agreement for the Purchase and Sale of Property relating to the 360
          Interlocken Building dated February 11, 1998 between Orix Prime West
          Broomfield Venture and Wells Development Corporation (Exhibit 10.7 to
          Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10.9     Agreement for the Purchase and Sale of Real Property relating to the
          Lucent Technologies Building dated May 30, 1997 (Exhibit 10(k) to Form
          S-11 Registration Statement of Wells Real Estate Fund X, L.P. and
          Wells Real Estate Fund XI, L.P., as amended to date, Commission File
          No. 333-7979)

*10.10    First Amendment to the Agreement for the Purchase and Sale of Real
          Property relating to the Lucent Technologies Building dated April 21,
          1998 (Exhibit 10.8(a) to Form S-11 Registration Statement of Wells
          Real Estate Investment Trust, Inc., as amended to date, Commission
          File No. 333-32099)

*10.11    Development Agreement relating to the Lucent Technologies Building
          dated May 30, 1997 between Wells Development Corporation and ADEVCO
          Corporation (Exhibit 10(m) to Form S-11 Registration Statement of
          Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., as
          amended to date, Commission File No. 333-7979)

*10.12    Net Lease Agreement for the Lucent Technologies Building dated May 30,
          1997 (Exhibit 10(l) to Form S-11 Registration Statement on Form S-11
          of Wells Real Estate Fund X, L.P. and Wells Real 

<PAGE>
 
          Estate Fund XI, L.P., as amended to date, Commission File No. 333-
          7979)

*10.13    First Amendment to Net Lease Agreement for the Lucent Technologies
          Building dated March 30, 1998 (Exhibit 10.10(a) to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32099)

*10.14    Purchase and Sale Agreement relating to the Iomega Building dated
          February 4, 1998 with SCI Development Services Incorporated (Exhibit
          10.11 to Form S-11 Registration Statement of Wells Real Estate
          Investment Trust, Inc., as amended to date, Commission File No. 333-
          32099)

*10.15    Lease Agreement for the Iomega Building dated April 9, 1996 (Exhibit
          10.12 to Form S-11 Registration Statement of Wells Real Estate
          Investment Trust, Inc., as amended to date, Commission File No. 333-
          32099)

*10.16    Agreement for the Purchase and Sale of Property relating to the
          Fairchild Building dated June 8, 1998 (Exhibit 10.13 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32099)

*10.17    Restatement of and First Amendment to Agreement for the Purchase and
          Sale of Property relating to the Fairchild Building dated July 1, 1998
          (Exhibit 10.14 to Form S-11 Registration Statement of Wells Real
          Estate Investment Trust, Inc., as amended to date, Commission File No.
          333-32099)

*10.18    Promissory Note for $5,960,000 from the Fremont Joint Venture to
          NationsBank, N.A. relating to the Fairchild Building dated July 16,
          1998 (Exhibit 10.15 to Form S-11 Registration Statement of Wells Real
          Estate Investment Trust, Inc., as amended to date, Commission File No.
          333-32099)

*10.19    Deed of Trust securing the Fairchild Building dated July 16, 1998
          between the Fremont Joint Venture and NationsBank, N.A. (Exhibit 10.16
          to Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10.20    Joint Venture Agreement of Wells/Fremont Associates (the "Fremont
          Joint Venture") dated July 15, 1998 between Wells Development
          Corporation and Wells Operating Partnership, L.P. (Exhibit 10.17 to
          Form S-11 Registration Statement of Wells Real 

<PAGE>
 
          Estate Investment Trust, Inc., as amended to date, Commission File No.
          333-32099)

*10.21    Joint Venture Agreement of Fund X and Fund XI Associates (the "Fund X-
          XI Joint Venture") dated July 15, 1998 (Exhibit 10.18 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32099)

*10.22    Agreement for the Purchase and Sale of Joint Venture Interest relating
          to the Fremont Joint Venture dated July 17, 1998 between Wells
          Development Corporation and Fund X and Fund XI Associates (Exhibit
          10.19 to Form S-11 Registration Statement of Wells Real Estate
          Investment Trust, Inc., as amended to date, Commission File No. 333-
          32099)

*10.23    Lease Agreement for the Fairchild Building dated September 19, 1997
          between the Fremont Joint Venture (as successor in interest by
          assignment) and Fairchild Technologies USA, Inc. (Exhibit 10.20 to
          Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10.24    Purchase and Sale Agreement and Joint Escrow Instructions relating to
          the Cort Furniture Building dated June 12, 1998 between the Cort Joint
          Venture (as successor in interest by assignment) and Spencer Fountain
          Valley Holdings, Inc. (Exhibit 10.21 to Form S-11 Registration
          Statement of Wells Real Estate Investment Trust, Inc., as amended to
          date, Commission File No. 333-32099)

*10.25    First Amendment to Purchase and Sale Agreement and Joint Escrow
          Instructions relating to the Cort Furniture Building dated July 16,
          1998 between the Cort Joint Venture (as successor in interest by
          assignment) and Spencer Fountain Valley Holdings, Inc. (Exhibit 10.22
          to Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10.26    Promissory Note for $4,875,000 from the Cort Joint Venture to
          NationsBank, N.A. relating to the Cort Furniture Building dated July
          30, 1998 (Exhibit 10.23 to Form S-11 Registration Statement of Wells
          Real Estate Investment Trust, Inc., as amended to date, Commission
          File No. 333-32099)

*10.27    Deed of Trust securing the Cort Furniture Building dated July 30, 1998
          between the Fremont Joint Venture and NationsBank, N.A. (Exhibit 10.24
          to Form S-11 Registration Statement of Wells Real 

<PAGE>
 
          Estate Investment Trust, Inc., as amended to date, Commission File No.
          333-32099)

*10.28    Joint Venture Agreement of Wells/Orange County Associates (the "Cort
          Joint Venture") dated July 27, 1998 between Wells Development
          Corporation and Wells Operating Partnership, L.P. (Exhibit 10.25 to
          Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10.29    Agreement for the Purchase and Sale of Joint Venture Interest relating
          to the Cort Joint Venture dated July 30, 1998 between Wells
          Development Corporation and the Fund X-XI Joint Venture (Exhibit 10.26
          to Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10.30    Temporary Lease Agreement for remainder of the ABB Building dated
          September 10, 1998 between the IX-X-XI-REIT Joint Venture and
          Associates Housing Finance, LLC (Exhibit 10.35 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32099)

*10.31    Amended and Restated Purchase Agreement relating to the PWC Building
          dated December 4, 1998 between Carter Sunforest, L.P. and Wells
          Operating Partnership, L.P. (Exhibit 10.37 to Form S-11 Registration
          Statement of Wells Real Estate Investment Trust, Inc., as amended to
          date, Commission File No. 333-32099)

*10.32    Assignment and Assumption Agreement relating to the PWC Building dated
          December 4, 1998 between TriNet Corporate Realty Trust, Inc. and Wells
          Operating Partnership, L.P. (Exhibit 10.38 to Form S-11 Registration
          Statement of Wells Real Estate Investment Trust, Inc., as amended to
          date, Commission File No. 333-32099)

*10.33    Amended and Restated Loan Agreement dated December 31, 1998 between
          Wells Operating Partnership, L.P. and SouthTrust Bank, National
          Association (Exhibit 10.39 to Form S-11 Registration Statement of
          Wells Real Estate Investment Trust, Inc., as amended to date,
          Commission File No. 333-32099)

*10.34    Amended and Restated Promissory Note for $15,500,000 from Carter
          Sunforest, L.P. to SouthTrust Bank, National Association dated
          December 31, 1998 (Exhibit 10.40 to Form S-11 Registration Statement
          of Wells Real Estate Investment Trust, Inc., as amended to date,
          Commission File No. 333-32099)

<PAGE>
 
*10.35    Amendment No. 1 to Mortgage and Security Agreement and other Loan
          Documents securing the PWC Building dated December 31, 1998 between
          Carter Sunforest, L.P. and SouthTrust Bank, National Association
          (Exhibit 10.41 to Form S-11 Registration Statement of Wells Real
          Estate Investment Trust, Inc., as amended to date, Commission File No.
          333-32099)

*10.36    Lease for the PWC Building dated March 30, 1998 between Wells
          Operating Partnership, L.P. (as successor in interest by assignment)
          and Price Waterhouse LLP (Exhibit 10.42 to Form S-11 Registration
          Statement of Wells Real Estate Investment Trust, Inc., as amended to
          date, Commission File No. 333-32099)

*10.37    Promissory Note for $6,425,000 to Bank of America, N.A. relating to
          the AT&T Building (formerly the Vanguard Cellular Building) (Exhibit
          10.45 to Form S-11 Registration Statement of Wells Real Estate
          Investment Trust, Inc., as amended to date, Commission File No. 333-
          32099)

*10.38    Open-End Mortgage, Assignment of Leases and Rents, Security Agreement
          and Financing Statement securing the AT&T Building (formerly the
          Vanguard Cellular Building) (Exhibit 10.46 to Form S-11 Registration
          Statement of Wells Real Estate Investment Trust, Inc., as amended to
          date, Commission File No. 333-32099)

*10.39    Build-to-Suit Office Lease Agreement for the AT&T Building (formerly
          the Vanguard Cellular Building) (Exhibit 10.47 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32099)

*10.40    Amendment No. 1 to Built-To-Suite Office Lease Agreement for the AT&T
          Building (formerly the Vanguard Cellular Building) (Exhibit 10.47(a)
          to Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10.41    Amendment No. 2 to Build-To-Suit Office Lease Agreement for the AT&T
          Building (formerly the Vanguard Cellular Building) (Exhibit 10.47(b)
          to Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

<PAGE>
 
*10.42    Build-To-Suit Office Lease Agreement Guaranty Payment and Performance
          for the AT&T Building (formerly the Vanguard Cellular Building)
          (Exhibit 10.48 to Form S-11 Registration Statement of Wells Real
          Estate Investment Trust, Inc., as amended to date, Commission File No.
          333-32099)

*10.43    Development Agreement for the Matsushita Project (Exhibit 10.50 to
          Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10.44    Office Lease for the Matsushita Project (Exhibit 10.51 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32099)

*10.45    Guaranty of Lease for the Matsushita Project (Exhibit 10.52 to Form S-
          11 Registration Statement of Wells Real Estate Investment Trust, Inc.,
          as amended to date, Commission File No. 333-32099)

*10.46    Rental Income Guaranty Agreement from Wells Operating Partnership,
          L.P. to Fund VIII and Fund IX Associates relating to the Bake Parkway
          Building (Exhibit 10.53 to Form S-11 Registration Statement of Wells
          Real Estate Investment Trust, Inc., as amended to date, Commission
          File No. 333-32099)

*10.47    Amended and Restated Joint Venture Partnership Agreement of The Wells
          Fund XI - Fund XII - REIT Joint Venture (Exhibit 10.28 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-83933)

*10.48    Agreement of Sale and Purchase relating to the EYBL CarTex Building
          (Exhibit 10.54 to Form S-11 Registration Statement of Wells Real
          Estate Investment Trust, Inc., as amended to date, Commission File No.
          333-32099)

*10.49    Agreement of Purchase and Sale relating to the Sprint Building
          (Exhibit 10.5 to Form S-11 Registration Statement of Wells Real Estate
          Fund XII, L.P., as amended to date, Commission File No. 33-66657)

*10.50    Agreement of Sale and Purchase relating to the Johnson Matthey
          Building (Exhibit 10.6 to Form S-11 Registration Statement of Wells
          Real Estate Fund XII, L.P., as amended to date, Commission File No. 
          33-66657)

<PAGE>
 
*10.51    Fifth Amendment to Lease for the Johnson Matthey Building (Exhibit
          10.7 to Form S-11 Registration Statement of Wells Real Estate Fund
          XII, L.P., as amended to date, Commission File No. 33-66657) 

*10.52    Agreement of Purchase and Sale relating to the Gartner Building
          (Exhibit 10.63 to Form S-11 Registration Statement of Wells Real
          Estate Investment Trust, Inc., as amended to date, Commission File No.
          333-32009)

*10.53    Lease Agreement for the Gartner Building (Exhibit 10.64 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32099)

*10.54    Agreement for the Purchase and Sale of Real Property relating to the
          ABB Richmond Property (Exhibit 10.58 to Form S-11 Registration
          Statement of Wells Real Estate Investment Trust, Inc., as amended to
          date, Commission File No. 333-32099)

*10.55    Development Agreement for the ABB Richmond Project (Exhibit 10.59 to
          Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10.56    Owner-Contractor Agreement for the ABB Richmond Project (Exhibit 10.60
          to Form S-11 Registration Statement of Wells Real Estate Investment
          Trust, Inc., as amended to date, Commission File No. 333-32099)

*10.57    Lease Agreement for the ABB Richmond Project (Exhibit 10.61 to Form S-
          11 Registration Statement of Wells Real Estate Investment Trust, Inc.,
          as amended to date, Commission File No. 333-32099)

*10.58    Second Amendment to Lease Agreement for the ABB Richmond Project
          (Exhibit 10.34 to Form S-11 Registration Statement of Wells Real
          Estate Investment Trust, Inc., as amended to date, Commission File No.
          333-83933)

*10.59    Agreement for Purchase and Sale relating to the Marconi Building
          (formerly the Videojet Building) (Exhibit 10.62 to Form S-11
          Registration Statement of Wells Real Estate Investment Trust, Inc., as
          amended to date, Commission File No. 333-32009)

*10.60    Agreement for the Purchase and Sale of Property relating to the
          Cinemark Building (Exhibit 10.38 to Form S-11 Registration Statement
          of Wells Real Estate Investment Trust, Inc., as amended to date,
          Commission File No. 333-83933)

<PAGE>
 
*10.61    Lease Agreement with Cinemark USA, Inc. for a portion of the Cinemark
          Building (Exhibit 10.39 to Form S-11 Registration Statement of Wells
          Real Estate Investment Trust, Inc., as amended to date, Commission
          File No. 333-83933)

*10.62    Lease Agreement with The Coca-Cola Company for a portion of the
          Cinemark Building (Exhibit 10.40 to Form S-11 Registration Statement
          of Wells Real Estate Investment Trust, Inc., as amended to date,
          Commission File No. 333-83933)





<TABLE> <S> <C>


<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                       2,929,804 
<SECURITIES>                                29,431,176
<RECEIVABLES>                                  648,354
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,273,635
<PP&E>                                     110,295,424
<DEPRECIATION>                               1,726,103
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