What changed in this filing

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Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-23 · 133 added, 55 removed, 279 unchanged (40% of the section changed)

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As of and for the year ended December 31, 2021, 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.

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.

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:

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer, Chief 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;

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KPMG LLP has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.

The Company acquired VEREIT during 2021, and management excluded from its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2021, VEREIT's internal control over financial reporting associated with total assets of $17.7 billion and total revenues of $176.3 million included in the (consolidated) financial statements of the Company as of and for the year ended December 31, 2021.

Submitted on February 23, 2022 by,

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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.

As a result of our merger with VEREIT in November 2021, we are operating two separate enterprise resource planning (ERP) systems to generate our financial statements.

In 2022, we plan to integrate these two ERP platforms into one primary system.

We have updated our internal controls over financial reporting, as necessary, to accommodate modifications to our business processes for these parallel ERP systems, as we work towards enhanced automated controls through a central platform.

Except as described above, there have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

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Principal Accounting Fees and Services

Our independent registered public accounting firm is KPMG LLP , San Diego, CA , Auditor Firm ID:

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 2022 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

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Notes to Consolidated Financial Statements

Consolidated Quarterly Financial Data (unaudited), for 2020 and 2019

Financial Statement Schedule.

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Articles of Incorporation and By-Laws

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).

2.1 Agreement and Plan of Merger, dated as of April 29, 2021, by and among Realty Income Corporation, Rams MD Acquisition Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc.

and VEREIT Operating Partnership, L.P (filed as exhibit 2.1 to the Company's Form 8-K, filed on April 30, 2021 and incorporated herein by reference).

2.2 First Amendment to Agreement and Plan of Merger, dated as of June 25, 2021, by and among Realty Income Corporation, Rams MD Acquisition Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc.

and VEREIT Operating Partnership, L.P (filed as exhibit 2.1 to the Company's Form 8-K, filed on June 25, 2021 and incorporated herein by reference).

2.3 Separation and Distribution Agreement, dated as of November 12, 2021, by and among Realty Income Corporation, Orion Office REIT Inc., and Orion Office REIT LP.

(filed as exhibit 2.1 to the Company's Form 8-K, filed on November 18, 2021 and incorporated herein by reference).

3.1 Articles of Incorporation of the Company, as amended by amendment No.

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001-13374) and incorporated herein by reference).

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).

4.5 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).

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4.12 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.

4.13 Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and The B ank 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).

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4.29 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).

4.30 Officers’ Certificate dated July 13, 2021 pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new series of debt securities entitled “1.125% Notes due 2027” and a new series of debt securities entitled “1.750% Notes due 2033.” (filed as Exhibit 4.4 to the Company's Form 8-K, filed on July 13, 2021 and incorporated herein by reference).

4.31 Form of 1.125% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 13, 2021 and incorporated herein by reference) .

4.32 Form of 1.750% Notes due 2033 (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 13, 2021 and incorporated herein by reference) .

4.33 Indenture, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein and U.S.

Bank National Association, as trustee ( f iled as exhibit 4.1 to VEREIT, Inc .

's Form 8-K, filed on February 7, 2014 and incorporated herein by reference) .

4.34 Officers’ Certificate, dated as of February 6, 2014 ( f iled as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on February 7, 2014 and incorporated herein by reference) .

4.35 First Supplemental Indenture, dated as of February 9, 2015, by and among ARC Properties Operating Partnership, L.P., American Realty Capital Properties, Inc.

Bank National Association (filed as exhibit 4.

1 to VEREIT, Inc.'s Form 8-K, filed on February 13, 2015 and incorporated herein by reference) .

4.36 Officers’ Certificate, dated as of June 2, 2016 (filed as exhibit 4.

2 to VEREIT , Inc.

's Form 8-K, filed on June 3, 2016 and incorporated herein by reference) .

4.37 Officers’ Certificate, dated as of August 11, 2017 (filed as exhibit 4.

2 to VEREIT, Inc.

's Form 8-K, filed on August 11, 2017 and incorporated herein by reference) .

4.38 Officers’ Certificate, dated as of October 16, 2018 (filed as exhibit 4.

2 to VEREIT, Inc.

's Form 8-K, filed on October 16, 2018 and incorporated herein by reference) .

4.39 Officers’ Certificate, dated as of December 4, 2019 (filed as exhibit 4.

2 to VEREIT, Inc.

's Form 8-K, filed on December 4, 2019 and incorporated herein by reference) .

4.40 Officers’ Certificate, dated as of June 29, 2020 (filed as exhibit 4.

2 to VEREI T, Inc .

's Form 8-K, filed on June 29, 2020 and incorporated herein by reference) .

4.41 Officers’ Certificate, dated as of November 17, 2020 (filed as exhibit 4.

2 to VEREIT, Inc.

's Form 8-K, filed on N ovember 17, 2020 and incorporated herein by reference) .

4.42 Second Supplemental Indenture, dated as of November 1, 2021, by an among Rams MD Subsidiary I, Inc., VEREIT Operating Partnership, L.P., VEREIT, Inc.

Bank National Association, as trustee (filed as exhibit 4.10 to the Company's Form 8-K, filed on November 1, 2021 and incorporated herein by reference) .

4.43 Third Supplemental Indenture, dated as of November 9, 2021, by and among VEREIT Operating Partnership, L.P., Rams MD Subsidiary I, Inc.

(f/k/a VEREIT, Inc.) and U.S.

Bank National Association, as trustee (filed as exhibit 4.1 to the Company's Form 8-K, filed on November 15 , 2021 and incorporated herein by reference).

4.44 Form of 4.600% Notes due February 6, 2024.

(filed as exhibit 4.2 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).

4.45 Form of 4.625% Notes due November 1, 2025.

(filed as exhibit 4.3 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).

4.46 Form of 4.875% Notes due June 1, 2026.

(filed as exhibit 4.4 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).

4.47 Form of 3.950% Notes due August 15, 2027.

(filed as exhibit 4.5 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).

4.48 Form of 3.400% Notes due January 15, 2028.

(filed as exhibit 4.6 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).

4.49 Form of 2.200% Notes due June 15, 2028.

(filed as exhibit 4.7 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).

4.50 Form of 3.100% Notes due December 15, 2029.

(filed as exhibit 4.8 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).

4.51 Form of 2.850% Notes due December 15, 2032.

(filed as exhibit 4.9 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).

4.52 Officers’ Certificate dated January 14, 2022 pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new series of debt securities entitled “1.875% Notes due 2027” and a new series of debt securities entitled “2.500% Notes due 2042.” (filed as Exhibit 4.4 to the Company's Form 8-K, filed on January 1 4 , 2022 and incorporated herein by reference).

4.53 Form of 1.875% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on January 1 4 , 2022 and incorporated herein by reference) .

4.54 Form of 2.500% Notes due 2042 (filed as exhibit 4.3 to the Company's Form 8-K, filed on January 1 4 , 2022 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).

10.1+ 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).

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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).

10.4+ 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.

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10.10+ 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).

10.11+ First Amendment to Realty Income Corporation 2012 Incentive Award Plan.

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10.15+ 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).

10.16+ 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).

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(filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 13, 2020 and incorporated herein by reference) .

10.18+ Realty Income Corporation 2021 Incentive Award Plan ( f iled as Appendix B to the Company's Proxy Statement on Schedule 14A filed on April 01, 2021 and incorporated herein by reference).

10.19+ First Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.1 to the Company's Form 8-K, filed on November 1, 2021 and incorporated herein by reference).

10.20+ Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.2 to the Company's Registration Statement on Form S-8 filed on May 18, 2021 and incorporated herein by reference).

10.21+* Form of Restricted Stock Agreement for Executives under the Realty Income Corporation 2021 Incentive Award Plan.

10.22+* Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Executives under the Realty Income Corporation 2021 Incentive Award Plan.

10.23+* Form of November 15, 2021 Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan.

10.24+* Form of Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan.

10.25 Consent Letter, dated July 20, 2021, among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 22, 2021 and incorporated herein by reference).

10.26 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).

10.27 First Amendment to the Second Amended and Restated Credit Agreement dated December 22, 2021 (filed as exhibit 10.1 to the Company's Form 8-K, filed on December 22, 2021 and incorporated herein by reference).

Subsidiaries of the Registrant

21.1* Subsidiaries of the Company as of February 23, 2021.

21.1* Subsidiaries of the Company .

Consents of Experts and Counsel

23.1* Consent of Independent Registered Public Accounting Firm.

23.2* Consent of Independent Registered Public Accounting Firm.

23.3* Consent of Independent Registered Public Accounting Firm.

Certifications

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+ Indicates a management contract or compensatory plan or arrangement.

Form 10-K Summary

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.

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February 23, 2022

/s/PRISCILLA ALMODOVAR Date:

February 23, 2022

Priscilla Almodovar

/s/JACQUELINE BRADY Date:

February 23, 2022

Jacqueline Brady

LARRY CHAPMAN Date:

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February 23, 2022

/s/MARY HOGAN PREUSSE Date:

February 23, 2022

Mary Hogan Preusse

/s/PRIYA CHERIAN HUSKINS Date:

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February 23, 2022

Senior Vice President, Controller

Senior Vice President, Controller, Principal Accounting Officer

(Principal Accounting Officer)

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AS OF DECEMBER 31, 2021

(dollars in thousands)

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)

Advertising 6 $ — $ 18,736 $ 70,501 $ — $ — $ 18,736 $ 70,501 $ 89,237 $ 1,467 2009 11/1/2006 - 3/26/2021

Aerospace 5 24,133 6,891 98,840 223 — 6,891 99,063 105,954 31,484 1994 - 2013 6/20/2011 - 6/27/2013

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Beverages 22 — 221,076 192,768 — — 221,076 192,768 413,844 51,274 1989 - 2020 6/25/2010 - 3/26/2021

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 314 — 139,891 314,270 5,165 798 139,891 320,233 460,124 112,444 1958 - 2020 12/22/1981 - 12/23/2021

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Education 15 — 8,040 25,577 519 103 8,040 26,199 34,239 16,830 1980 - 2000 12/19/1984 - 6/28/2006

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

Energy 34 — 25,905 82,959 — — 25,905 82,959 108,864 396 1963 - 2014 11/1/2021 - 11/1/2021

Entertainment 21 — 76,619 159,428 819 — 76,619 160,247 236,866 7,887 1978 - 2021 3/26/1998 - 9/11/2014

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General merchandise 234 48,392 379,088 1,015,644 ( 3,578 ) 535 379,088 1,012,601 1,391,689 101,952 1954 - 2021 8/6/1987 - 12/22/2021

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 214 99,893 441,128 1,259,955 2,287 325 441,128 1,262,567 1,703,695 186,454 1948 - 2021 5/26/1988 - 12/28/2021

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AS OF DECEMBER 31, 2021

(dollars in thousands)

Initial Cost to Company Cost Capitalized Subsequent to Acquisition Gross Amount at Which Carried at Close of Period (Notes 3, 4 and 6)

Paper 2 $ — $ 2,462 $ 11,935 $ 45 $ — $ 2,462 $ 11,980 $ 14,442 $ 4,264 2002 - 2006 5/2/2011 - 12/21/2012

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Transportation services 87 21,468 172,271 1,049,411 3,048 402 172,271 1,052,861 1,225,132 185,910 1967 - 2016 4/1/2003 - 7/30/2021

Warehousing and storage 2 — 1,767 11,571 — — 1,767 11,571 13,338 55 1954 - 1979 11/1/2021 - 11/1/2021

Wholesale clubs 52 92,716 295,580 691,965 — — 295,580 691,965 987,545 121,888 1985 - 2019 9/30/2011 - 12/23/2021

Other 14 — 18,854 48,760 798 — 18,854 49,558 68,412 6,426 1969 - 2018 8/18/1986 - 12/22/2021

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

Apparel stores 1 — 7,327 32,842 — — 7,327 32,842 40,169 665 2004 4/19/2021 - 4/19/2021

Automotive service 3 — 1,815 5,534 — — 1,815 5,534 7,349 175 1974 - 1994 3/9/2021 - 3/9/2021

Convenience stores 1 — 3,296 2,662 — — 3,296 2,662 5,958 4 2020 12/21/2021 - 12/21/2021

Diversified industrial 1 — 5,041 14,002 — — 5,041 14,002 19,043 257 2020 7/22/2021 - 7/22/2021

Food processing 4 — 25,728 72,305 — — 25,728 72,305 98,033 192 1950 - 1984 12/10/2021 - 12/10/2021

General merchandise 2 — 4,342 14,525 — — 4,342 14,525 18,867 77 2019 - 2021 8/25/2021 - 12/7/2021

Grocery stores UK 60 41,853 838,856 1,179,547 754 — 838,856 1,180,301 2,019,157 56,100 1940 - 2021 5/23/2019 - 12/21/2021

Grocery stores ES 43 — 123,264 191,946 — — 123,264 191,946 315,210 944 1910 - 2005 9/16/2021 - 12/27/2021

Health care 2 — 8,819 17,177 — — 8,819 17,177 25,996 1,003 2000 3/23/2020 - 3/23/2020

Home furnishings 3 — 6,495 19,380 — — 6,495 19,380 25,875 425 2005 - 2019 4/9/2021 - 9/30/2021

Home improvement 50 — 294,239 496,548 — — 294,239 496,548 790,787 10,479 1890 - 2016 7/31/2020 - 12/20/2021

Theaters 1 — 1,561,502 — — — 1,561,502 — 1,561,502 — 2011 12/18/2019 N/A

Restaurants - quick service 1 — 758 2,019 — — 758 2,019 2,777 69 2007 3/17/2021 - 3/17/2021

Theaters 1 — 1,547 — — — 1,547 — 1,547 — 2011 12/18/2019 - 12/18/2019

Warehousing and storage 1 — 56,049 52,003 — — 56,049 52,003 108,052 1,176 2011 12/18/2019 - 12/18/2019

11,137 $ 1,114,129 $ 10,769,697 $ 25,059,558 $ 115,475 $ 7,929 $ 10,769,697 $ 25,182,962 $ 35,952,659 $ 3,963,753

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SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION

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.

Realty Income Corporation owns 10,885 single-client properties in the United States and Puerto Rico, our corporate headquarters property in San Diego, California, 109 single-client properties in the United Kingdom and 42 single-client properties in Spain.

Crest Net Lease, Inc.

owns 8 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.

Realty Income Corporation also owns 70 multi-client properties located in the United States, owns 21 multi-client properties located in the United Kingdom and owns one multi-client property located in Spain.

Includes mortgages payable secured by 361 properties, but excludes unamortized net debt premiums of $ 28.6 million.

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 .

The following is a reconciliation of total real estate carrying value for the years ended December 31:

The aggregate cost for federal income tax purposes for Realty Income Corporation is $ 59.1 billion and for Crest Net Lease, Inc.

is $ 30.1 million.

The following is a reconciliation of total real estate carrying value for the years ended December 31 (in thousands):

2021 2020 2019

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Additions During Period:

Acquisitions 2,163,707,260 3,644,884,106 1,802,745,841

Acquisitions and development 5,851,945 2,163,707 3,644,884

Merger Additions 11,722,801 — —

Less amounts allocated to acquired lease intangible assets and liabilities on our Consolidated Balance Sheets ( 826,064 ) ( 382,850 ) ( 401,319 )

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56,567 6,194 17,447

Other (Leasing Costs and Building Adjustments as a result of net debt premiums) (1)

Other (Leasing Costs and Building Adjustments) (1)

64,807 22,491 2,741

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Cost of Equipment sold 8 25 11

Orion Divestiture (2)

Releasing costs 40 259 674

Other (including Provisions for Impairment) (2)

91,176 195,003 87,951

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Balance at Close of Period $ 35,952,659 $ 21,048,334 $ 19,637,627

(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.

The following is a reconciliation of accumulated depreciation for the years ended:

(1) Includes reclassification of $ 20.1 million and $ 22.5 million right of use assets under finance leases in 2021 and 2020, respectively, and $ 43.7 million mortgage assumption in 2021.

(2) Represents derecognition of assets from the Orion Divestiture.

For further information, see Note 3 to the Consolidated Financial Statements, Merger with VEREIT, Inc.

and Orion Office REIT Inc.

(3) The year ended 2021 includes $ 43.0 million for building razed and $ 39.0 million of impairment.

The year ended 2020 includes $ 147.2 million of impairment.

The year ended 2019 includes 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.

The following is a reconciliation of accumulated depreciation for the years ended (in thousands):

2021 2020 2019

Balance at Beginning of Period $ 3,563,178 $ 3,140,855 $ 2,723,086

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Balance at Close of Period $ 3,963,753 $ 3,563,178 $ 3,140,855

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.

Please see note 2 to our consolidated financial statements for information regarding lives used for depreciation and amortization.

In 2021, provisions for impairment were recorded on 103 Realty Income properties.

In 2020, provisions for impairment were recorded on 99 Realty Income properties.

In 2019, provisions for impairment were recorded on 51 Realty Income properties.

See report of independent registered public accounting firm.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures