REALTY INCOME CORP 10-K

Item 9A: Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of and for the year ended December 31, 2020, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on the foregoing, our Chief Executive Officer and Chie f Financial Officer concluded that our disclosure controls and procedures were effective and were operating at a reasonable assurance level. -95- Table of Contents Management’s Report on Internal Control Over Financial Reporting Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer, Principal Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management has used the framework set forth in the report entitled “Internal Control--Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of the end of the most recent fiscal year. KPMG LLP has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting. Submitted on February 23, 2021 by, Sumit Roy, President, Chief Executive Officer Christie B. Kelly, Executive Vice President, Chief Financial Officer, and Treasurer Changes in Internal Controls There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on the Effectiveness of Controls Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Item 9B: Other Information None. -96- Table of Contents PART III Item 10: Directors, Executive Officers and Corporate Governance The information required by this item is set forth under the captions “Board of Directors” and “Executive Officers of the Company” and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference. The Annual Meeting of Stockholders is presently scheduled to be held on May 18, 2021. Item 11: Executive Compensation The information required by this item is set forth under the caption “Executive Compensation” in our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference. Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference. Item 13: Certain Relationships, Related Transactions and Director Independence The information required by this item is set forth under the caption “Related Party Transactions” in our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference. Item 14: Principal Accounting Fees and Services The information required by this item is set forth under the caption “Independent Registered Public Accounting Firm Fees and Services” in our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference. PART IV Item 15: Exhibits and Financial Statement Schedules A. The following documents are filed as part of this report. 1. Financial Statements (see Item 8) a. Reports of Independent Registered Public Accounting Firm b. Consolidated Balance Sheets, December 31, 2020 and 2019 c. Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2020, 2019 and 2018 d. Consolidated Statements of Equity, Years ended December 31, 2020, 2019 and 2018 e. Consolidated Statements of Cash Flows, Years ended December 31, 2020, 2019 and 2018 f. Notes to Consolidated Financial Statements g. Consolidated Quarterly Financial Data (unaudited), for 2020 and 2019 -97- Table of Contents 2. Financial Statement Schedule. Reference is made to page F-1 of this report for Schedule III Real Estate and Accumulated Depreciation (electronically filed with the Securities and Exchange Commission). Schedules not Filed: All schedules, other than those indicated in the Table of Contents, have been omitted as the required information is either not material, inapplicable or the information is presented in the financial statements or related notes. 3. Exhibits Articles of Incorporation and By-Laws Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of September 6, 2012 (File No. 001-13374), by and among Realty Income Corporation, Tau Acquisition LLC and American Realty Capital Trust, Inc. (filed as exhibit 2.1 to the Company’s Form 8-K, filed on September 6, 2012 and incorporated herein by reference). 2.2 First Amendment to Agreement and Plan of Merger, dated as of January 6, 2013, by and among Realty Income Corporation, Tau Acquisition LLC and American Realty Capital Trust, Inc. (filed as exhibit 2.1 to the Company’s Form 8-K, filed on January 7, 2013 (File No. 001-13374) and incorporated herein by reference). 3.1 Articles of Incorporation of the Company, as amended by amendment No. 1 dated May 10, 2005 and amendment No. 2 dated May 10, 2005 (filed as exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2005 (File No. 033-69410) and incorporated herein by reference). 3.2 Articles of Amendment dated July 29, 2011 (filed as exhibit 3.1 to the Company's Form 8-K, filed on August 2, 2011 (File No. 001-13374) and incorporated herein by reference). 3.3 Articles of Amendment dated June 21, 2012 (filed as exhibit 3.1 to the Company's Form 8-K, filed on June 21, 2012 (File No. 001-13374) and incorporated herein by reference). 3.4 Articles of Amendment dated May 14, 2019 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 16, 2019 (File No. 001-13374) and incorporated herein by reference). 3.5 Amended and Restated Bylaws of the Company dated February 19, 2020 (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 20, 2020 (File No. 001-13374) and incorporated herein by reference). 3.6 Articles Supplementary dated June 30, 1998 establishing the terms of the Company's Class A Junior Participating Preferred Stock (filed as exhibit A to exhibit 1 of Form 8-A12B, filed on June 26, 1998 (File No. 001-13374) and incorporated herein by reference). 3.7 Articles Supplementary dated May 24, 1999 establishing the terms of the Company's 93/8% Class B Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 on Form 8-K, filed on May 25, 1999 (File No. 001-13374) and incorporated herein by reference). 3.8 Articles Supplementary dated July 28, 1999 establishing the terms of the Company's 91/2% Class C Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 on Form 8-K, filed on July 30, 1999 (File No. 001-13374) and incorporated herein by reference). 3.9 Articles Supplementary dated May 24, 2004 and the Articles Supplementary dated October 18, 2004 establishing the terms of the Company's 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock (filed as exhibit 3.8 on Form 8-A12B, filed on May 25, 2004 (File No. 001-13374) and incorporated herein by reference). 3.10 Articles Supplementary dated November 30, 2006 establishing the terms of the Company's 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock (filed as exhibit 3.5 on Form 8-A12B, filed on December 5, 2006 (File No. 001-13374) and incorporated herein by reference). 3.11 Articles Supplementary to the Articles of Incorporation of the Company classifying and designating the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated February 3, 2012 (the “First Class F Articles Supplementary”) (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 3, 2012 (File No. 001-13374) and incorporated herein by reference). 3.12 Certificate of Correction to the First Class F Articles Supplementary, dated April 11, 2012 (filed as exhibit 3.2 to the Company’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference). 3.13 Articles Supplementary to the Articles of Incorporation of the Company classifying and designating additional shares of the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated April 17, 2012 (filed as exhibit 3.3 to the Company’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference). Instruments defining the rights of security holders, including indentures 4.1 Indenture dated as of October 28, 1998 between the Company and The Bank of New York (filed as exhibit 4.1 to the Company’s Form 8-K, filed on October 28, 1998 (File No. 001-13374) and incorporated herein by reference). 4.2 Form of 5.875% Senior Notes due 2035 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 11, 2005 (File No. 033-69410) and incorporated herein by reference). 4.3 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York, as Trustee, establishing a series of securities entitled 5.875% Senior Debentures due 2035 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on March 11, 2005 (File No. 033-69410) and incorporated herein by reference). 4.4 Form of Common Stock Certificate (filed as exhibit 4.16 to the Company’s Form 10-Q for the quarter ended September 30, 2011, filed on October 28, 2011 (File No. 001-13374) and incorporated herein by reference). -98- Table of Contents 4.5 Form of 4.650% Note due 2023 (filed as exhibit 4.2 to Company’s Form 8-K, filed on July 16, 2013 (File No. 001-13374) and incorporated herein by reference). 4.6 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “4.650% Notes due 2023” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on July 16, 2013 (File No. 001-13374) and incorporated herein by reference). 4.7 Form of 3.875% Note due 2024 (filed as exhibit 4.2 to Company’s Form 8-K, filed on June 25, 2014 and incorporated herein by reference). 4.8 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.875% Notes due 2024” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on June 25, 2014 and incorporated herein by reference). 4.9 Form of 4.125% Note due 2026 (filed as exhibit 4.2 to Company’s Form 8-K, filed on September 23, 2014 and incorporated herein by reference). 4.10 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on September 23, 2014 and incorporated herein by reference). 4.11 Form of 3.000% Note due 2027 (filed as exhibit 4.2 to Company’s Form 8-K, filed on October 12, 2016 and incorporated herein by reference). 4.12 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.000% Notes due 2027” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 12, 2016 and incorporated herein by reference). 4.13 Form of 4.650% Note due 2047 (filed as exhibit 4.2 to Company’s Form 8-K, filed on March 15, 2017 and incorporated herein by reference). 4.14 Form of 4.125% Note due 2026 (filed as exhibit 4.3 to Company’s Form 8-K, filed on March 15, 2017 and incorporated herein by reference). 4.15 Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and The bank of New York Mellon Trust Company, N.A. as successor trustee, establishing a series of securities entitled “4.650% Notes due 2047” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.4 to Company’s Form 8-K, filed on March 15, 2017 and incorporated herein by reference). 4.16 Form of 3.650% Note due 2028 (filed as exhibit 4.2 to Company’s Form 8-K, filed on December 6, 2017 and incorporated herein by reference). 4.17 Form of 4.650% Note due 2047 (filed as exhibit 4.4 to Company’s Form 8-K, filed on December 6, 2017 and incorporated herein by reference). 4.18 Form of 3.875% Note due 2025 (filed as exhibit 4.2 to Company’s Form 8-K, filed on April 4, 2018 and incorporated herein by reference). 4.19 Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee, establishing a series of securities entitled “3.875% Notes due 2025” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to Company’s Form 8-K, filed on April 4, 2018 and incorporated herein by reference). 4.20 Form of 3.250% Note due 2029 (filed as exhibit 4.2 to the Company's Form 8-K, filed on June 19, 2019 and incorporated herein by reference). 4.21 Officers’ Certificate pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.250% Notes due 2029." (filed as exhibit 4.3 to the Company's Form 8-K, filed on June 19, 2019 and incorporated herein by reference). 4.22* Description of Securities. 4.23 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on May 8, 2020 and incorporated herein by reference). 4.24 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 16, 2020 and incorporated herein by reference). 4.25 Officers' Certificate, dated May 8, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on May 8, 2020, and incorporated herein by reference). 4.26 Officers' Certificate, dated July 16, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, re-opening a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 16, 2020, and incorporated herein by reference). 4.27 Form of 1.625% Note due 2030 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 1, 2020 and incorporated herein by reference). 4.28 Officers’ Certificate dated October 1, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “1.625% Notes due 2030” (filed as an Exhibit 4.3 to the Company’s Form 8-K, filed on October 1, 2020 and incorporated herein by reference). 4.29 Form of 0.750% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 14, 2020 and incorporated herein by reference). 4.30 Form of 1.800% Note due 2033 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 1 4 , 2020 and incorporated herein by reference). -99- Table of Contents 4.31 Officers’ Certificate dated December 14, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of debt securities entitled “0.750% Notes due 2026” and a series of debt securities entitled “1.800% Notes due 2033” (filed as an Exhibit 4.4 to the Company's Form 8-K, filed on December 14, 2020 and incorporated herein by reference). Material Contracts 10.1+ Management Incentive Plan (filed as Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 1997, filed on March 20, 1998 (File No. 001-13374) and incorporated herein by reference). 10.2+ Form of Nonqualified Stock Option Agreement for Independent Directors (filed as Exhibit 10.11 to the Company’s Form 10-K for the year ended December 31, 1997, filed on March 20, 1998 (File No. 001-13374) and incorporated herein by reference). 10.3+ Form of Restricted Stock Agreement between the Company and Executive Officers under the 2003 Stock Incentive Award Plan of Realty Income Corporation (filed as exhibit 10.11 to the Company’s Form 8-K, filed on January 6, 2005 and dated January 1, 2005 (File No. 001-13374) and incorporated herein by reference). 10.4+ 2003 Stock Incentive Award Plan of Realty Income Corporation, as amended and restated February 21, 2006 (filed as exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2005, filed on February 23, 2006 (File No. 033-69410) and incorporated herein by reference). 10.5+ Amendment dated May 15, 2007 to the Amended and Restated 2003 Stock Incentive Award Plan of Realty Income Corporation (filed as exhibit 10.1 to the Company’s Form 10-Q, for the quarter ended June 30, 2007 and incorporated herein by reference). 10.6+ Form of Restricted Stock Agreement under the 2003 Stock Incentive Award Plan of Realty Income Corporation (filed as exhibit 10.2 to the Company’s Form 10-Q, for the quarter ended June 30, 2007, filed on August 2, 2007 (File No. 001-13374) and incorporated herein by reference). 10.7+ Amended and Restated Form of Employment Agreement between the Company and its Executive Officers (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 7, 2010 and dated January 5, 2010 (File No. 001-13374) and incorporated herein by reference). 10.8+ Realty Income Corporation 2012 Incentive Award Plan (filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed on March 30, 2012 and incorporated herein by reference). 10.9+ Form of Restricted Stock Agreement for Employees under the Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 8, 2013 (File No. 001-13374) and incorporated herein by reference). 10.10+ Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.2 to the Company’s Form 8-K, filed on January 8, 2013 (File No. 001-13374) and incorporated herein by reference). 10.11+ Form of Amendment to Employment Agreement (filed as exhibit 10.1 to the Company’s Form 8-K, filed on June 19, 2013 (File No. 001-13374) and incorporated herein by reference). 10.12+ Form of Addendum to Restricted Stock Agreement (filed as exhibit 10.2 to the Company’s Form 8-K, filed on June 19, 2013 (File No. 001-13374) and incorporated herein by reference). 10.13+ Amended and Restated Form Indemnification Agreement, between the Company and each executive officer and each director of the Board of Directors of the Company (filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 30, 2014 and incorporated herein by reference). 10.14+ Form of Performance Share Award Agreement (filed as exhibit 10.1 to the Company’s Form 10-Q, filed on April 30, 2015 and incorporated herein by reference). 10.15+ Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on February 23, 2015, as a prospectus supplement to the Company’s prospectus dated February 22, 2013 (File No. 333-186788) and incorporated herein by reference). 10.16+ Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on July 30, 2015, as a prospectus supplement to the Company’s prospectus dated February 22, 2013 (File No. 333-186788) and incorporated herein by reference). 10.17+ Form of Restricted Stock Agreement (filed as exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, 2015 and incorporated herein by reference). 10.18+ Form of Restricted Stock Unit Award Agreement (filed as exhibit 10.31 to the Company’s Form 10-K for the year ended December 31, 2015 and incorporated herein by reference). 10.19+ Form of Second Amendment to Employment Agreement (filed as exhibit 10.32 to the Company’s Form 10-K for the year ended December 31, 2015 and incorporated herein by reference). 10.20+ First Amendment to Realty Income Corporation 2012 Incentive Award Plan. (filed as exhibit 10.33 to the Company’s Form 10-K, filed on February 23, 2017 and incorporated herein by reference). 10.21+ Second Amendment to Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on February 17, 2017 and incorporated herein by reference). 10.22+ Form of Performance Share Award Agreement (filed as exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2017 and incorporated herein by reference). 10.23+ Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed on January 18, 2019 and incorporated herein by reference). 10.24+ Form of Participation Agreement to Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.2 to the Company's Form 8-K, filed on January 18, 2019 and incorporated herein by reference). 10.25 Second Amended and Restated Credit Agreement dated August 7, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed on August 12, 2019 and incorporated herein by reference). 10.26+ Severance Agreement and General Release dated January 29, 2020 (filed as exhibit 10.1 to the Company's Form 8-K, filed on January 30, 2020 and incorporated herein by reference). 10.27+ Participation Agreement to Realty Income Executive Severance Plan, dated as of October 12, 2020, by and between Realty Income Corporation and Christie B. Kelly. (filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 13, 2020 and incorporated herein by reference) . -100- Table of Contents Subsidiaries of the Registrant 21.1* Subsidiaries of the Company as of February 23, 2021. Consents of Experts and Counsel 23.1* Consent of Independent Registered Public Accounting Firm. Certifications 31.1* Rule 13a-14(a) Certifications as filed by the Chief Executive Officer pursuant to SEC release No. 33-8212 and 34-47551. 31.2* Rule 13a-14(a) Certifications as filed by the Chief Financial Officer pursuant to SEC release No. 33-8212 and 34-47551. 32* Section 1350 Certifications as furnished by the Chief Executive Officer and the Chief Financial Officer pursuant to SEC release No. 33-8212 and 34-47551. Interactive Data Files 101* The following materials from Realty Income Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Extensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements, and (vi) Schedule III Real Estate and Accumulated Depreciation. 104* The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline Extensible Business Reporting Language. * Filed herewith. + Indicates a management contract or compensatory plan or arrangement. -101- Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. REALTY INCOME CORPORATION By: /s/SUMIT ROY Date: February 23, 2021 Sumit Roy President, Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/MICHAEL D. MCKEE Date: February 23, 2021 Michael D. McKee Non-Executive Chairman of the Board of Directors By: /s/KATHLEEN R. ALLEN, Ph.D. Date: February 23, 2021 Kathleen R. Allen, Ph.D. Director By: /s/A. LARRY CHAPMAN Date: February 23, 2021 A. Larry Chapman Director By: /s/REGINALD H. GILYARD Date: February 23, 2021 Reginald H. Gilyard Director By: /s/PRIYA CHERIAN HUSKINS Date: February 23, 2021 Priya Cherian Huskins Director By: /s/GERARDO I. LOPEZ Date: February 23, 2021 Gerardo I. Lopez Director By: /s/GREGORY T. MCLAUGHLIN Date: February 23, 2021 Gregory T. McLaughlin Director By: /s/RONALD L. MERRIMAN Date: February 23, 2021 Ronald L. Merriman Director By: /s/SUMIT ROY Date: February 23, 2021 Sumit Roy Director, President, Chief Executive Officer (Principal Executive Officer) -102- Table of Contents By: /s/CHRISTIE B. KELLY Date: February 23, 2021 Christie B. Kelly Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) By: /s/SEAN P. NUGENT Date: February 23, 2021 Sean P. Nugent Senior Vice President, Controller (Principal Accounting Officer) -103- Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2020 Initial Cost to Company Cost Capitalized Subsequent to Acquisition Gross Amount at Which Carried at Close of Period (Notes 3, 4 and 6) Description Number of Properties (Note 1) Encumbrances (Note 2) Land Buildings, Improvements and Acquisition Fees Improvements Carrying Costs Land Buildings, Improvements and Acquisition Fees Total Accumulated Depreciation (Note 5) Date of Construction Date Acquired Life on which depreciation in latest Income Statement is Computed (in Years) U.S. Aerospace 5 12,811,485 6,890,774 110,783,380 222,669 — 6,890,774 111,006,049 117,896,823 32,439,224 1994-2013 6/20/2011-6/27/2013 25 - 35 Apparel stores 37 13,925,000 73,267,619 183,914,767 3,472,987 199,362 73,267,619 187,587,116 260,854,735 48,433,166 1970-2012 10/30/1987-10/6/2020 4 - 25 Automotive collision services 83 — 59,995,209 140,125,701 1,800,680 10,000 59,995,209 141,936,381 201,931,590 33,434,601 1928-2020 8/30/2002-7/7/2020 19 - 25 Automotive parts 251 — 98,784,470 252,803,413 4,702,685 826,885 98,784,470 258,332,983 357,117,453 73,960,839 1969-2020 8/6/1987-10/28/2020 15 - 25 Automotive service 319 — 156,569,614 244,468,843 513,914 147,524 156,569,614 245,130,281 401,699,895 73,360,221 1920-2019 10/2/1985-12/23/2020 14 - 25 Automotive tire services 202 — 126,835,381 234,004,107 727,127 97,335 126,835,381 234,828,569 361,663,950 123,637,853 1947-2017 11/27/1985-12/14/2020 10 - 25 Beverages 20 — 217,138,252 174,982,150 — 147 217,138,252 174,982,297 392,120,549 44,754,449 1992-2020 6/25/2010-11/9/2020 25- 35 Book Stores 1 — 998,250 3,696,707 129,751 79 998,250 3,826,537 4,824,787 3,590,046 1996 3/11/1997 25 Child care 278 — 98,644,904 221,368,767 5,240,741 901,323 98,644,904 227,510,831 326,155,735 109,437,582 1958-2018 12/22/1981-10/30/2020 4 - 25 Consumer electronics 12 — 22,731,086 28,326,134 939,944 51,616 22,731,086 29,317,694 52,048,780 12,093,963 1992-2003 6/9/1997-12/7/2020 23 - 25 Consumer goods 4 — 7,663,458 124,173,738 894,295 — 7,663,458 125,068,033 132,731,491 26,065,011 1987-2011 1/22/2013-9/22/2015 34 - 35 Convenience stores 1,255 — 1,067,078,213 1,402,601,795 ( 598,228 ) 145,384 1,067,078,213 1,402,148,951 2,469,227,164 368,222,563 1949-2020 3/3/1995-10/30/2020 5 - 25 Crafts and novelties 29 — 53,819,025 124,854,660 995,404 440,482 53,819,025 126,290,546 180,109,571 18,551,249 1974-2020 11/26/1996-9/29/2020 22 - 34 Diversified industrial 8 9,790,000 12,501,884 140,181,089 139,970 — 12,501,884 140,321,059 152,822,943 21,274,393 1987-2015 9/19/2012-10/30/2020 25 - 35 Dollar stores 1,337 11,127,000 436,860,261 1,283,734,718 1,749,982 8,879 436,860,261 1,285,493,579 1,722,353,840 302,143,582 1935-2020 2/3/1998-11/6/2020 21 - 25 Drug stores 384 123,224,723 575,380,313 1,331,712,483 3,288,007 100,379 575,380,313 1,335,100,869 1,910,481,182 355,374,686 1965-2015 9/30/1998-12/16/2019 9 - 35 Education 13 — 5,689,836 19,699,816 389,722 130,135 5,689,836 20,219,673 25,909,509 16,215,093 1980-2000 12/19/1984-6/28/2006 12 - 25 Electric utilities 1 — 1,450,000 9,209,989 — — 1,450,000 9,209,989 10,659,989 1,941,726 1983 8/30/2013 35 Entertainment 10 — 28,373,479 10,617,464 515,457 — 28,373,479 11,132,921 39,506,400 6,634,393 1989-1999 3/26/1998-9/11/2014 24 - 25 Equipment services 6 — 3,889,283 38,989,570 650,489 140 3,889,283 39,640,199 43,529,482 11,916,443 2000-2014 7/3/2003-12/2/2019 25 - 35 Financial services 238 — 115,289,112 351,027,648 ( 4,403,463 ) 101,099 115,289,112 346,725,284 462,014,396 87,506,735 1807-2015 3/10/1987-6/29/2018 15 - 35 Food processing 6 28,533,002 13,025,055 151,759,842 210,468 — 13,025,055 151,970,310 164,995,365 25,524,794 1988-2019 4/1/2011-9/27/2019 25 - 35 General merchandise 122 — 199,207,356 619,215,984 ( 6,200,698 ) 557,868 199,207,356 613,573,154 812,780,510 81,974,326 1954-2020 8/6/1987-12/23/2020 15 - 35 Government services 16 — 8,093,555 121,520,749 3,517,744 — 8,093,555 125,038,493 133,132,048 29,653,734 1983-2011 9/17/2009-1/22/2013 25 - 35 Grocery stores 132 38,621,000 276,250,552 783,434,945 1,821,243 325,183 276,250,552 785,581,371 1,061,831,923 154,197,849 1948-2020 5/26/1988-12/22/2020 20 - 35 Health and beauty 2 — 2,475,474 43,935,914 — — 2,475,474 43,935,914 46,411,388 3,256,609 2005-2017 11/1/2006-4/13/2018 25 - 35 Health and fitness 103 — 251,062,948 1,054,810,217 7,735,262 172,145 251,062,948 1,062,717,624 1,313,780,572 262,990,060 1940-2019 5/31/1995-3/19/2020 23 - 25 Health care 66 — 51,510,133 298,522,788 4,046,245 1,285,766 51,510,133 303,854,799 355,364,932 66,121,271 1930-2018 9/9/1991-12/2/2019 16 - 35 Home furnishings 64 9,700,000 31,810,693 109,453,697 2,365,455 127,944 31,810,693 111,947,096 143,757,789 34,126,430 1968-2015 1/24/1984-1/13/2020 15 - 35 Home improvement 83 6,095,360 224,674,137 465,949,401 2,472,665 75,210 224,674,137 468,497,276 693,171,413 84,948,975 1950-2015 12/22/1986-11/23/2020 23 - 35 Insurance 1 — 634,343 6,331,030 — — 634,343 6,331,030 6,965,373 2,120,895 2012 8/28/2012 25 Jewelry 4 — — 8,268,989 — — — 8,268,989 8,268,989 2,632,294 2006-2008 1/22/2013 25 Machinery 1 — 1,630,917 12,938,430 — — 1,630,917 12,938,430 14,569,347 4,377,502 2010 7/31/2012 25 Motor vehicle dealerships 28 — 115,897,045 143,335,317 — 231 115,897,045 143,335,548 259,232,593 56,030,088 1975-2017 5/13/2004-3/29/2019 25 Office supplies 7 — 8,281,041 13,776,478 875,115 349,599 8,281,041 15,001,192 23,282,233 12,683,737 1995-2014 1/29/1997-12/2/2019 23 - 25 Other manufacturing 7 23,664,607 8,893,136 78,526,394 1,676,794 239,723 8,893,136 80,442,911 89,336,047 14,216,221 1989-2016 1/22/2013-12/21/2016 34 - 35 Packaging 10 1,809,877 20,323,553 163,114,123 2,480,121 — 20,323,553 165,594,244 185,917,797 33,290,751 1965-2016 6/3/2011-12/20/2017 25 - 35 Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2020 Initial Cost to Company Cost Capitalized Subsequent to Acquisition Gross Amount at Which Carried at Close of Period (Notes 3, 4 and 6) Description Number of Properties (Note 1) Encumbrances (Note 2) Land Buildings, Improvements and Acquisition Fees Improvements Carrying Costs Land Buildings, Improvements and Acquisition Fees Total Accumulated Depreciation (Note 5) Date of Construction Date Acquired Life on which depreciation in latest Income Statement is Computed (in Years) Paper 2 — 2,462,414 11,934,685 44,760 — 2,462,414 11,979,445 14,441,859 3,834,776 2002-2006 5/2/2011-12/21/2012 25 - 35 Pet supplies and services 43 2,509,000 26,418,753 114,773,425 5,541,147 243,582 26,418,753 120,558,154 146,976,907 25,506,704 1950-2019 12/22/1981-11/24/2020 11 - 35 Restaurants - casual dining 263 — 225,489,972 416,077,090 ( 1,386,447 ) 1,936,522 225,489,972 416,627,165 642,117,137 126,891,240 1965-2018 5/16/1984-12/2/2019 10 - 40 Restaurants - quick service 907 — 434,309,094 806,191,905 865,353 212,582 434,309,094 807,269,840 1,241,578,934 178,660,444 1968-2019 12/9/1976-10/12/2020 11 - 26 Shoe stores 3 — 6,251,472 35,793,479 214,466 214,706 6,251,472 36,222,651 42,474,123 10,836,836 1996-2008 3/26/1998-1/22/2013 23 - 35 Sporting goods 20 — 34,594,645 101,810,538 997,950 178,206 34,594,645 102,986,694 137,581,339 29,388,411 1950-2016 10/17/2001-12/2/2019 19 - 25 Telecommunications 7 — 9,269,789 68,360,132 1,484,421 21,884 9,269,789 69,866,437 79,136,226 20,270,489 1990-2016 6/26/1998-12/10/2015 22 - 35 Theaters 78 — 227,724,561 742,442,923 8,987,908 270 227,724,561 751,431,101 979,155,662 212,038,075 1930-2014 7/27/2000-8/13/2019 21 - 25 Transportation services 44 — 102,948,288 800,700,134 3,051,181 401,593 102,948,288 804,152,908 907,101,196 177,461,019 1967-2016 4/1/2003-9/6/2016 25 - 35 Wholesale clubs 33 17,820,000 191,190,334 328,001,563 ( 3,889,900 ) — 191,190,334 324,111,663 515,301,997 107,718,055 1985-2015 9/30/2011-9/25/2020 25 Other 6 — 7,254,447 24,355,185 887,023 18,796 7,254,447 25,261,004 32,515,451 6,351,227 1982-1997 5/29/1984-9/13/2013 23 - 35 U.K. Grocery stores 31 — 568,612,041 586,831,469 — — 568,612,041 586,831,469 1,155,443,510 23,683,408 1975-2020 5/23/2019-12/24/2020 25 - 167 Health care 2 — 8,902,803 17,341,109 — — 8,902,803 17,341,109 26,243,912 447,303 2000 3/23/2020 63 - 71 Home improvement 8 — 101,275,951 86,969,771 — — 101,275,951 86,969,771 188,245,722 956,356 1986-2006 7/31/2020-12/2/2020 25 Theaters 1 — 1,561,502 — — — 1,561,502 — 1,561,502 — 2011 12/18/2019 N/A 6,593 299,631,054 6,331,886,427 14,647,754,645 59,170,409 9,522,579 6,331,886,427 14,716,447,633 21,048,334,060 3,563,177,697 Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION Note 1. Realty Income Corporation owns 6,503 single-client properties in the United States and Puerto Rico, our corporate headquarters property in San Diego, California and 39 single-client properties in the United Kingdom. Crest Net Lease, Inc. owns 13 single-client properties in the United States. Realty Income Corporation also owns 34 multi-client properties located in the United States and owns three multi-client properties located in the United Kingdom. Note 2. Includes mortgages payable secured by 68 properties, but excludes unamortized net debt premiums of $ 1.7 million. Note 3. The aggregate cost for federal income tax purposes for Realty Income Corporation is $ 22,741,595,516 and for Crest Net Lease, Inc. is $ 92,643,698 . Note 4. The following is a reconciliation of total real estate carrying value for the years ended December 31: 2020 2019 2018 Balance at Beginning of Period 19,637,626,852 16,566,601,986 15,027,043,415 Additions During Period: Acquisitions 2,163,707,260 3,644,884,106 1,802,745,841 Less amounts allocated to acquired lease intangible assets and liabilities on our Consolidated Balance Sheets ( 382,849,836 ) ( 401,318,627 ) ( 89,474,897 ) Improvements, Etc. 6,194,424 17,447,145 23,043,158 Other (Leasing Costs and Building Adjustments as a result of net debt premiums) (1) 22,489,716 2,740,797 2,839,574 Total Additions 1,809,541,564 3,263,753,421 1,739,153,676 Deductions During Period: Cost of Real Estate sold 253,505,789 129,736,613 165,023,825 Cost of Equipment sold 24,799 11,200 15,650 Releasing costs 258,513 673,647 232,089 Other (including Provisions for Impairment) (2) 195,003,525 87,951,488 34,323,541 Total Deductions 448,792,626 218,372,948 199,595,105 Foreign Currency Translation 49,958,270 25,644,393 — Balance at Close of Period 21,048,334,060 19,637,626,852 16,566,601,986 (1) Includes reclassification of $ 22.5 million right of use assets under finance leases in 2020. (2) Includes provision for impairment and, for the year ended 2019, a reclassification of $ 36.9 million of right of use assets under finance leases in accordance with the adoption of ASC 842, Leases , on January 1, 2019. Table of Contents Note 5. The following is a reconciliation of accumulated depreciation for the years ended: Balance at Beginning of Period 3,140,854,604 2,723,085,290 2,350,544,126 Additions During Period - Provision for Depreciation 531,908,615 481,498,979 432,482,396 Deductions During Period: Accumulated depreciation of real estate and equipment sold or disposed of 110,914,744 64,053,838 59,941,232 Foreign Currency Translation 1,329,222 324,174 — Balance at Close of Period 3,563,177,697 3,140,854,604 2,723,085,290 Note 6. In 2020, provisions for impairment were recorded on ninety-nine Realty Income properties. In 2019, provisions for impairment were recorded on fifty-one Realty Income properties. In 2018, provisions for impairment were recorded on forty-four Realty Income properties. See report of independent registered public accounting firm.