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, 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 -109- Table of Contents 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, 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; (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. 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, Sumit Roy, President, Chief Executive Officer Christie B. Kelly, Executive Vice President, Chief Financial Officer, and Treasurer Changes in Internal Controls 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 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. -110- Table of Contents Item 9B: Other Information None 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 2022 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 17, 2022. 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 2022 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 2022 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 2022 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference. Item 14: Principal Accounting Fees and Services Our independent registered public accounting firm is KPMG LLP , San Diego, CA , Auditor Firm ID: 185 . 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. 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, 2021 and 2020 c. Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2021, 2020 and 2019 d. Consolidated Statements of Equity, -111- Table of Contents Years ended December 31, 2021, 2020 and 2019 e. Consolidated Statements of Cash Flows, Years ended December 31, 2021, 2020 and 2019 f. Notes to Consolidated Financial Statements 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 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. 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). -112- Table of Contents 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). 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). 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 “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). 4.7 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). 4.8 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 “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). 4.9 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). 4.10 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 “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). 4.11 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). 4.12 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). 4.13 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). 4.14 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). 4.15 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). 4.16 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). 4.17 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). 4.18 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). 4.19 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 “3.250% 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). 4.20* Description of Securities. 4.21 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). 4.22 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). 4.23 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). 4.24 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). 4.25 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). -113- Table of Contents 4.26 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). 4.27 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). 4.28 Form of 1.800% Note due 2033 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 14, 2020 and incorporated herein by reference). 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. and U.S. 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. and U.S. 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) . -114- Table of Contents Material Contracts 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). 10.2+ 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). 10.3+ 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). 10.4+ 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. 001-13374) and incorporated herein by reference). 10.5+ 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). 10.6+ 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). 10.7+ 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). 10.8+ 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). 10.9+ 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). 10.10+ 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). 10.11+ 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). 10.12+ 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). 10.13+ 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). 10.14+ 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). 10.15+ 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). 10.16+ 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). 10.17+ 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) . 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 . 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. -115- Table of Contents 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, 2021, 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, 2021, formatted in Inline Extensible Business Reporting Language. * Filed herewith. + Indicates a management contract or compensatory plan or arrangement. Item 16: Form 10-K Summary None. -116- 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, 2022 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, 2022 Michael D. McKee Non-Executive Chairman of the Board of Directors By: /s/KATHLEEN R. ALLEN, Ph.D. Date: February 23, 2022 Kathleen R. Allen, Ph.D. Director By: /s/PRISCILLA ALMODOVAR Date: February 23, 2022 Priscilla Almodovar Director By: /s/JACQUELINE BRADY Date: February 23, 2022 Jacqueline Brady Director By: /s/A. LARRY CHAPMAN Date: February 23, 2022 A. Larry Chapman Director By: /s/REGINALD H. GILYARD Date: February 23, 2022 Reginald H. Gilyard Director By: /s/MARY HOGAN PREUSSE Date: February 23, 2022 Mary Hogan Preusse Director By: /s/PRIYA CHERIAN HUSKINS Date: February 23, 2022 Priya Cherian Huskins Director By: /s/GERARDO I. LOPEZ Date: February 23, 2022 Gerardo I. Lopez Director By: /s/GREGORY T. MCLAUGHLIN Date: February 23, 2022 Gregory T. McLaughlin Director -117- Table of Contents By: /s/RONALD L. MERRIMAN Date: February 23, 2022 Ronald L. Merriman Director By: /s/SUMIT ROY Date: February 23, 2022 Sumit Roy Director, President, Chief Executive Officer (Principal Executive Officer) By: /s/CHRISTIE B. KELLY Date: February 23, 2022 Christie B. Kelly Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) By: /s/SEAN P. NUGENT Date: February 23, 2022 Sean P. Nugent Senior Vice President, Controller, Principal Accounting Officer (Principal Accounting Officer) -118- Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION 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 U.S. 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 Apparel stores 61 58,252 133,371 388,122 3,611 199 133,371 391,932 525,303 54,990 1972 - 2021 10/30/1987 - 9/29/2021 Automotive collision services 139 — 100,475 232,512 2,688 10 100,475 235,210 335,685 41,218 1920 - 2020 8/30/2002 - 12/17/2021 Automotive parts 397 1,316 156,461 371,138 5,189 827 156,461 377,154 533,615 85,069 1969 - 2020 8/6/1987 - 11/30/2021 Automotive service 566 — 354,282 573,469 9,393 145 354,282 583,007 937,289 85,135 1920 - 2021 10/2/1985 - 12/29/2021 Automotive tire services 233 — 175,415 463,613 5,541 83 175,415 469,237 644,652 131,817 1947 - 2021 11/27/1985 - 12/22/2021 Beverages 22 — 221,076 192,768 — — 221,076 192,768 413,844 51,274 1989 - 2020 6/25/2010 - 3/26/2021 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 Consumer electronics 28 — 52,492 156,569 1,753 52 52,492 158,374 210,866 14,409 1991 - 2020 6/9/1997 - 5/10/2021 Consumer goods 9 17,990 24,063 259,397 894 — 24,063 260,291 284,354 30,303 1987 - 2013 1/22/2013 - 9/22/2015 Convenience stores 1,531 — 1,418,472 1,851,665 ( 650 ) 145 1,418,472 1,851,160 3,269,632 424,834 1922 - 2021 3/3/1995 - 12/29/2021 Crafts and novelties 48 — 97,796 280,412 2,730 440 97,796 283,582 381,378 23,000 1974 - 2020 11/26/1996 - 7/7/2021 Diversified industrial 17 59,628 48,262 267,151 16,178 — 48,262 283,329 331,591 19,518 1951 - 2021 9/19/2012 - 11/3/2021 Dollar stores 2,291 81,736 755,179 1,905,858 2,728 9 755,179 1,908,595 2,663,774 359,863 1935 - 2021 2/3/1998 - 12/29/2021 Drug stores 572 273,625 730,548 1,834,218 4,783 100 730,548 1,839,101 2,569,649 387,210 1965 - 2015 9/30/1998 - 12/22/2021 Education 15 — 8,040 25,577 519 103 8,040 26,199 34,239 16,830 1980 - 2000 12/19/1984 - 6/28/2006 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 Equipment services 20 — 17,640 73,252 650 — 17,640 73,902 91,542 13,422 1979 - 2014 7/3/2003 - 12/2/2019 Financial services 373 135,381 183,413 473,009 ( 1,061 ) 101 183,413 472,049 655,462 79,403 1807 - 2015 3/10/1987 - 6/29/2018 Food processing 9 28,171 33,718 221,840 260 — 33,718 222,100 255,818 24,944 1988 - 2021 9/26/2012 - 7/28/2021 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 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 Health and beauty 5 — 4,509 47,162 — — 4,509 47,162 51,671 4,579 2005 - 2017 11/1/2006 - 4/13/2018 Health and fitness 131 — 321,558 1,290,661 8,316 172 321,558 1,299,149 1,620,707 294,775 1940 - 2021 5/31/1995 - 3/19/2020 Health care 208 24,366 140,638 579,119 5,940 224 140,638 585,283 725,921 55,052 1922 - 2021 12/18/1984 - 12/22/2021 Home furnishings 165 41,472 161,347 451,739 5,495 128 161,347 457,362 618,709 35,142 1960 - 2020 1/24/1984 - 12/22/2021 Home improvement 128 23,722 379,212 669,277 2,834 63 379,212 672,174 1,051,386 104,516 1950 - 2021 12/22/1986 - 7/28/2021 Insurance 2 10,998 1,444 3,984 — — 1,444 3,984 5,428 22 2000 - 2012 11/1/2021 Jewelry 5 — 5,369 58,702 — — 5,369 58,702 64,071 3,203 1997 - 2008 1/22/2013 - 1/22/2013 Machinery 2 — 2,717 40,453 — — 2,717 40,453 43,170 5,124 2010 - 2021 7/31/2012 - 9/1/2021 Motor vehicle dealerships 35 — 157,478 223,488 — — 157,478 223,488 380,966 62,945 1962 - 2018 5/13/2004 - 3/29/2021 Office supplies 8 — 14,225 42,870 855 349 14,225 44,074 58,299 11,348 1995 - 2016 1/29/1997 - 12/2/2019 Other manufacturing 10 — 20,504 164,250 1,325 240 20,504 165,815 186,319 13,655 1989 - 2018 1/22/2013 - 12/30/2021 Packaging 11 1,430 32,527 178,997 2,480 — 32,527 181,477 214,004 38,907 1965 - 2016 6/3/2011 - 12/20/2017 Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION 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 Paper 2 $ — $ 2,462 $ 11,935 $ 45 $ — $ 2,462 $ 11,980 $ 14,442 $ 4,264 2002 - 2006 5/2/2011 - 12/21/2012 Pet supplies and services 69 2,509 92,269 239,274 5,824 239 92,269 245,337 337,606 31,419 1950 - 2019 12/22/1981 - 12/21/2021 Restaurants - casual dining 872 12,823 682,720 1,473,921 ( 1,305 ) 1,635 682,720 1,474,251 2,156,971 140,937 1965 - 2018 5/16/1984 - 12/22/2021 Restaurants - quick service 1,854 — 933,402 1,949,141 3,226 201 933,402 1,952,568 2,885,970 196,159 1926 - 2021 12/9/1976 - 12/22/2021 Shoe stores 6 — 7,008 41,779 316 215 7,008 42,310 49,318 11,940 1990 - 2008 3/26/1998 - 12/22/2021 Sporting goods 54 12,255 110,343 356,901 5,132 178 110,343 362,211 472,554 33,899 1950 - 2020 10/17/2001 - 12/1/2021 Telecommunications 3 — 2,872 10,133 364 11 2,872 10,508 13,380 2,178 1990 - 2016 6/26/1998 - 12/10/2015 Theaters 80 — 232,084 751,408 9,906 — 232,084 761,314 993,398 242,521 1930 - 2018 7/27/2000 - 8/13/2019 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 Europe 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 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 Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION Note 1. 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 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. Note 2. Includes mortgages payable secured by 361 properties, but excludes unamortized net debt premiums of $ 28.6 million. Note 3. 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. Note 4. The following is a reconciliation of total real estate carrying value for the years ended December 31 (in thousands): 2021 2020 2019 Balance at Beginning of Period $ 21,048,334 $ 19,637,627 $ 16,566,602 Additions During Period: 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 ) Improvements, Etc. 56,567 6,194 17,447 Other (Leasing Costs and Building Adjustments) (1) 64,807 22,491 2,741 Total Additions 16,870,056 1,809,542 3,263,753 Deductions During Period: Cost of Real Estate sold 1,206,837 253,506 129,737 Cost of Equipment sold 8 25 11 Orion Divestiture (2) 634,254 — — Releasing costs 40 259 674 Other (3) 91,176 195,003 87,951 Total Deductions 1,932,315 448,793 218,373 Foreign Currency Translation ( 33,416 ) 49,958 25,645 Balance at Close of Period $ 35,952,659 $ 21,048,334 $ 19,637,627 (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. Table of Contents (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. Divestiture. (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. Note 5. 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 Additions During Period - Provision for Depreciation 628,246 531,909 481,499 Deductions During Period: Accumulated depreciation of real estate and equipment sold or disposed of 226,897 110,915 64,054 Foreign Currency Translation ( 774 ) 1,329 324 Balance at Close of Period $ 3,963,753 $ 3,563,178 $ 3,140,855 Please see note 2 to our consolidated financial statements for information regarding lives used for depreciation and amortization. Note 6. 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.