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Item 1. Financial Statements

2022-11-03 compared with 2022-08-04 · 287 added, 258 removed, 762 unchanged (42% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share and share count data)

June 30, 2022 December 31, 2021

ASSETS (unaudited)

(dollars in thousands, except per share and share count data) (unaudited)

September 30, 2022 December 31, 2021

Real estate held for investment, at cost:

24 unchanged sentences

Stockholders’ equity:

Common stock and paid in capital, par value $ 0.01 per share, 1,300,000,000 and 740,200,000 shares authorized, 617,564,272 and 591,261,991 shares issued and outstanding as of June 30, 2022, and December 31, 2021, respectively

Common stock and paid in capital, par value $ 0.01 per share, 1,300,000,000 and 740,200,000 shares authorized, 627,145,827 and 591,261,991 shares issued and outstanding as of September 30, 2022, and December 31, 2021, respectively

32,003,069 29,578,212

Distributions in excess of net income ( 5,241,012 ) ( 4,530,571 )

Accumulated other comprehensive income 22,379 4,933

Accumulated other comprehensive income (loss) ( 24,938 ) 4,933

Total stockholders’ equity 26,737,119 25,052,574

5 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(dollars in thousands, except per share data) (unaudited)

Three months ended June 30, Six months ended June 30,

(dollars in thousands, except per share and share count data) (unaudited)

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

10 unchanged sentences

Gain on sales of real estate 42,883 12,094 93,611 35,396

Foreign currency and derivative gain, net 7,480 400 6,890 1,204

Foreign currency and derivative loss, net ( 22,893 ) ( 2,374 ) ( 16,003 ) ( 1,170 )

Gain (loss) on extinguishment of debt 240 ( 3,983 ) 367 ( 50,456 )

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Foreign currency translation adjustment ( 89,231 ) 1,438 ( 148,929 ) 1,130

Unrealized gain (loss) on derivatives, net 33,454 ( 10,833 ) 77,144 35,576

Unrealized gain on derivatives, net 41,914 16,852 119,058 52,428

Comprehensive income available to common stockholders $ 172,250 $ 153,286 $ 612,272 $ 408,973

3 unchanged sentences

(dollars in thousands) (unaudited)

Three months ended June 30, 2022, and 2021

Three months ended September 30, 2022, and 2021

capital Distributions

4 unchanged sentences

interests Total

Balance, March 31, 2022

Balance, June 30, 2022

617,564,272 $ 31,303,383 $ ( 4,999,150 ) $ 22,379 $ 26,326,612 $ 76,267 $ 26,402,879

2 unchanged sentences

Distributions paid and payable — — ( 461,429 ) — ( 461,429 ) ( 1,070 ) ( 462,499 )

Issuance of common partnership units — — — — — 51,221 51,221

Share issuances, net of costs 9,582,012 694,708 — — 694,708 — 694,708

1 unchanged sentence

( 457 ) 4,978 — — 4,978 — 4,978

Balance, June 30, 2022

Balance, September 30, 2022

627,145,827 $ 32,003,069 $ ( 5,241,012 ) $ ( 24,938 ) $ 26,737,119 $ 127,138 $ 26,864,257

Balance, March 31, 2021

Balance, June 30, 2021

380,174,042 $ 15,827,231 $ ( 3,968,333 ) $ ( 19,366 ) $ 11,839,532 $ 34,147 $ 11,873,679

Net income — — 134,996 — 134,996 280 135,276

Other comprehensive loss — — — ( 10,882 ) $ ( 10,882 ) — ( 10,882 )

Other comprehensive income — — — 18,290 18,290 — 18,290

Distributions paid and payable — — ( 279,616 ) — ( 279,616 ) ( 407 ) ( 280,023 )

Share issuances, net of costs 24,030,435 1,618,463 — — 1,618,463 — 1,618,463

Contributions by noncontrolling — — — — — 2,106 2,106

Share-based compensation, net 1,599 3,428 — — 3,428 — 3,428

Balance, June 30, 2021

Balance, September 30, 2021

404,206,076 $ 17,449,122 $ ( 4,112,953 ) $ ( 1,076 ) $ 13,335,093 $ 34,020 $ 13,369,113

Six months ended June 30, 2022 and 2021

Nine months ended September 30, 2022 and 2021

capital Distributions

9 unchanged sentences

Distributions paid and payable — — ( 1,352,584 ) — ( 1,352,584 ) ( 2,846 ) ( 1,355,430 )

Issuance of common partnership units — — — — — 51,221 51,221

Share issuances, net of costs 35,715,042 2,415,281 — — 2,415,281 — 2,415,281

Share-based compensation, net 168,794 9,576 — — 9,576 — 9,576

Balance, June 30, 2022

Balance, September 30, 2022

627,145,827 $ 32,003,069 $ ( 5,241,012 ) $ ( 24,938 ) $ 26,737,119 $ 127,138 $ 26,864,257

6 unchanged sentences

Share-based compensation, net 124,781 6,033 — — 6,033 — 6,033

Balance, June 30, 2021

Balance, September 30, 2021

404,206,076 $ 17,449,122 $ ( 4,112,953 ) $ ( 1,076 ) $ 13,335,093 $ 34,020 $ 13,369,113

3 unchanged sentences

(dollars in thousands) (unaudited)

Six months ended June 30,

Nine months ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

9 unchanged sentences

Loss on interest rate swaps 2,181 2,179

Foreign currency and derivative gain, net ( 6,890 ) ( 1,204 )

Foreign currency and derivative loss, net 16,003 1,170

Gain on sales of real estate ( 93,611 ) ( 35,396 )

11 unchanged sentences

Return of investment from unconsolidated entities 1,401 —

Net proceeds from sale of unconsolidated entities 107,621 —

Proceeds from note receivable 5,867 —

Insurance proceeds received 16,046 —

3 unchanged sentences

Cash distributions to common stockholders ( 1,342,695 ) ( 797,847 )

Borrowings on line of credit and commercial paper program 9,366,868 5,403,699

Payments on line of credit and commercial paper program ( 9,724,268 ) ( 4,097,909 )

Borrowings on line of credit and commercial paper programs 19,644,724 6,277,918

Payments on line of credit and commercial paper programs ( 19,147,386 ) ( 5,853,423 )

Proceeds from notes and bonds payable issued 1,405,570 1,033,387

2 unchanged sentences

Payments upon extinguishment of debt — ( 51,218 )

Proceeds from dividend reinvestment and stock purchase plan 5,731 5,322

Proceeds from common stock offerings, net 2,404,092 2,734,830

Proceeds from dividend reinvestment and stock purchase plan 8,708 8,208

Distributions to noncontrolling interests ( 2,658 ) ( 1,198 )

11 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

September 30, 2022

Basis of Presentation

3 unchanged sentences

Unless otherwise indicated, all dollar amounts are expressed in United States USD.

Our financial results for the three and nine months ended September 30, 2021 do not reflect our merger with VEREIT, Inc.

(VEREIT), which was completed on November 1, 2021.

For our consolidated subsidiaries whose functional currency is not the U.S.

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Generally, assets and liabilities are translated at the exchange rate in effect at the balance sheet date.

The resulting translation adjustments are included in 'Accumulated other comprehensive income', or AOCI, in the consolidated balance sheets.

The resulting translation adjustments are included in 'Accumulated other comprehensive income (loss)', or AOCI, in the consolidated balance sheets.

Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate.

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When the debt is remeasured to the functional currency of the entity, a gain or loss can result.

The resulting adjustment is reflected in 'Foreign currency and derivative gain, net' in the consolidated statements of income and comprehensive income.

At June 30, 2022, we owned 11,427 properties, located in all 50 U.S.

The resulting adjustment is reflected in 'Foreign currency and derivative loss, net' in the consolidated statements of income and comprehensive income.

At September 30, 2022, we owned 11,733 properties, located in all 50 U.S.

states, Puerto Rico, the United Kingdom (U.K.), and Spain, consisting of approximately 225.7 million leasable square feet.

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We believe we have qualified and continue to qualify as a REIT.

Under the REIT

operating structure, we are permitted to deduct dividends paid to our stockholders in determining our taxable income.

Under the REIT operating structure, we are permitted to deduct dividends paid to our stockholders in determining our taxable income.

Assuming our dividends equal or exceed our taxable net income in the US, we generally will not be required to pay U.S.

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The COVID-19 pandemic and the measures taken to limit its spread have negatively impacted the economy across many industries, including the industries in which some of our clients operate.

These impacts may continue as the duration and severity of the pandemic increases.

As a result, we have closely monitored the collectability of our accounts receivable and continue to evaluate the potential impacts of the COVID-19 pandemic and the measures taken to limit its spread on our business and industry segments as the situation continues to evolve and more information becomes available.

We continue to assess the probability of collecting substantially all of the lease payments to which we are entitled under the original lease contract as required under Topic 842, Leases .

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Similarly, rent abatements granted, which are also accounted for as lease modifications, have impacted our rental revenue by an insignificant amount.

As of June 30, 2022, other than the information related to the reserves recorded to date, we do not have any further client specific information that would change our assessment that collection of substantially all of the future lease payments under our existing leases is probable.

As of September 30, 2022, other than the information related to the reserves recorded to date, we do not have any further client specific information that would change our assessment that collection of substantially all of the future lease payments under our existing leases is probable.

However, since the conversations regarding rent collections for our clients affected by the COVID-19 pandemic are ongoing and we do not currently know the types of future concessions, if any, that will ultimately be granted, there may be impacts in future periods that could change this assessment as the situation continues to evolve and as more information becomes available.

Investment in Unconsolidated Entities.

We account for our investment in unconsolidated entity arrangements using the equity method of accounting as we have the ability to exercise significant influence, but not control, over operating and financing policies of these investments.

We have determined that none of the unconsolidated entities would be considered VIEs under the applicable accounting guidance.

During the three months ended September 30, 2022, all seven properties owned by our industrial partnerships and accounted for under the equity method were sold.

For further details, see note 5.

Investments in Real Estate.

We accounted for our investment in unconsolidated entity arrangements using the equity method of accounting as we had the ability to exercise significant influence, but not control, over operating and financing policies of these investments.

We had determined that none of the unconsolidated entities would be considered VIEs under the applicable accounting guidance.

Our equity method investments were acquired in our merger with VEREIT.

As a result, the investments were recorded at fair value and subsequently will be adjusted for our share of equity in the entities' earnings and distributions received.

As a result, the investments were recorded at fair value and subsequently would be adjusted for our share of equity in the entities' earnings and distributions received.

The step-up in fair value was allocated to the individual investment assets and liabilities and is being amortized over the estimated useful life of the respective underlying tangible real estate assets, the lease term of the intangible real estate assets, and the remaining term of the assumed debt.

The carrying value of our investment is included in 'Investment in unconsolidated entities' in the accompanying consolidated balance sheets.

We record our proportionate share of net income from the unconsolidated entities in 'Equity in income and impairment of investment in unconsolidated entities' in the consolidated statements of income and comprehensive income.

The carrying value of our investment was included in 'Investment in unconsolidated entities' in the accompanying consolidated balance sheets.

We recorded our proportionate share of net income from the unconsolidated entities in 'Equity in income and impairment of investment in unconsolidated entities' in the consolidated statements of income and comprehensive income.

Segment Reporting.

During the second quarter of 2022, a re-evaluation of our business and management structure led to a change in identification of operating and reportable segments.

As we have grown in size and scale over recent years, including through the acquisition of VEREIT in November 2021, management has shifted its focus from managing primarily through identification of concentrations of risk from exposure to client industries or geographies, to now focused on seeking investments with attractive yields and risk adjusted returns regardless of client industry or geography.

As a result, we have reorganized our business activities into one operating and

reportable segment.

geographies, to now focused on seeking investments with attractive yields and risk adjusted returns regardless of client industry or geography.

As a result, we reorganized our business activities into one operating and reportable segment.

ASC Topic 280, Segment Reporting , establishes standards for the manner in which enterprises report information about operating segments.

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This segmental presentation is consistent with the information provided to our chief operating decision maker to make decisions about allocating resources and assessing our performance.

Newly Issued Accounting Standards.

In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform .

Newly Issued Accounting Standards In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform .

ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

1 unchanged sentence

The guidance may be elected over time as reference rate reform activities occur.

As, of June 30, 2022, all of our debt and derivative instruments have been converted from LIBOR to SOFR.

As of September 30, 2022, all of our debt and derivative instruments have been converted from LIBOR to SOFR.

The interest rate swap on our term loan, which was converted to a SOFR benchmark from LIBOR during June 2022, continues to be accounted for as a cash flow hedge.

29 unchanged sentences

The amount shown in the table above was based upon the balance outstanding immediately prior to November 1, 2021.

Preliminary Purchase Price Allocation

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

Purchase Price Allocation

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

Land $ 3,021,906

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(2) The weighted average amortization period for acquired lease intangible liabilities is 25.5 years.

The assessment of fair value is preliminary and is based on information that was available to management at the time the consolidated financial statements were prepared.

Measurement period adjustments will be recorded in the future period in which they are determined, as if they had been completed at the acquisition date.

The finalization of our purchase accounting assessment could result in changes in the valuation of assets acquired and liabilities assumed up to a year after the date of our merger with VEREIT, which could be material.

As of June 30, 2022, we have recorded measurement period adjustments resulting in a net increase to Goodwill from the initial valuation of $ 54.8 million, which is reflected in the table above.

Due to the timing and complexity of the merger, we recorded the assets acquired and liabilities assumed at their preliminary estimated fair values.

As of June 30, 2022, we had not finalized the determination of fair values allocated to certain assets and liabilities, including land, buildings, lease intangible assets, lease intangible liabilities, and the allocation of goodwill.

The preliminary purchase price allocation is subject to change as we complete our analysis of the fair value of real estate assets and associated intangible assets and liabilities at the date of the transactions, which could have an impact on our consolidated financial statements.

A preliminary estimate of approximately $ 3.72 billion has been allocated to goodwill.

The initial assessment of fair value provided in our Annual Report on Form 10-K for the year ended December 31, 2021 was preliminary and was based on information that was available to management at the time the consolidated financial statements were prepared.

Measurement period adjustments were recorded during 2022 in the period in which they were determined, as if they had been completed at the acquisition date.

As of September 30, 2022, measurement period adjustments, as reflected in the table above, resulted in a net increase of $ 54.8 million to goodwill from the initial valuation.

Approximately $ 3.72 billion was allocated to goodwill.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed.

The recognized goodwill is attributable to expected synergies and benefits arising from the merger transaction, including anticipated financing and overhead cost savings, potential economies of scale benefits in both customer

and vendor relationships and the employee workforce onboarded from VEREIT following the closing of the merger.

None of the goodwill recognized is expected to be deductible for tax purposes.

The recognized goodwill was attributable to expected synergies and benefits arising from the merger transaction, including anticipated financing and overhead cost savings, potential economies of scale benefits in both customer and vendor relationships and the employee workforce onboarded from VEREIT following the closing of the merger.

None of the goodwill recognized is deductible for tax purposes.

Merger and Integration-Related Costs

In conjunction with our merger with VEREIT, we incurred approximately $ 2.7 million and $ 9.2 million of transaction costs during the three and six months ended June 30, 2022, respectively, compared to approximately $ 13.3 million of merger-related transaction costs during each of the three and six months ended June 30, 2021.

Merger and integration-related costs consist of advisory fees, attorney fees, accountant fees, SEC filing fees and additional incremental and non-recurring costs necessary to convert data and systems, retain employees and otherwise enable us to operate the acquired business or assets efficiently.

In conjunction with our merger with VEREIT, we incurred approximately $ 3.7 million and $ 13.0 million of transaction costs during the three and nine months ended September 30, 2022, respectively, compared to approximately $ 16.8 million and $ 30.1 million of merger-related transaction costs during the three and nine months ended September 30, 2021, respectively.

Merger and integration-related costs consist of advisory fees, attorney fees,

accountant fees, SEC filing fees and additional incremental and non-recurring costs necessary to convert data and systems, retain employees and otherwise enable us to operate the acquired business or assets efficiently.

Unaudited Pro Forma Financial Information

Our consolidated results of operations for the three and six months ended June 30, 2022, include $ 255.2 million and $ 513.5 million of revenues, respectively, and $ 9.0 million and $ 26.0 million of net income associated with the results of operations of VEREIT OP.

The following unaudited pro forma information presents a summary of our combined results of operations for the three and six months ended June 30, 2021, as if our merger with VEREIT had occurred on January 1, 2020 (in millions, except per share data).

There are no pro forma adjustments for the three and six months ended June 30, 2022, as the merger was completed November 1, 2021.

Amounts for the three and six months ended June 30, 2022 are presented for comparative purposes.

Our consolidated results of operations for the three and nine months ended September 30, 2022, include $ 252.6 million and $ 766.3 million of revenues, respectively, and $ 15.6 million and $ 41.7 million of net income associated with the results of operations of VEREIT OP, respectively.

The following unaudited pro forma information presents a summary of our combined results of operations for the three and nine months ended September 30, 2021, as if our merger with VEREIT had occurred on January 1, 2020 (in millions, except per share data).

There are no pro forma adjustments for the three and nine months ended September 30, 2022, as the merger was completed November 1, 2021.

Amounts for the three and nine months ended September 30, 2022 are presented for comparative purposes.

The following pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, basic shares outstanding and dilutive equivalents, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.

In accordance with ASC 805, Business Combinations , the following information excludes the impact of the spin-off of office assets to Orion Office REIT Inc.

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

4 unchanged sentences

Accounts Receivable, net, consist of the following at:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Straight-line rent receivables, net $ 325,190 $ 231,943

2 unchanged sentences

Lease intangible assets, net, consist of the following at:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

In-place leases

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Other assets, net, consist of the following at:

June 30, 2022 December 31, 2021

Right of use asset - operating leases, net $ 598,385 $ 631,515

September 30, 2022 December 31, 2021

Financing receivables $ 708,755 $ 323,921

Right of use asset - operating leases, net 592,800 631,515

Right of use asset - financing leases 441,473 218,332

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Prepaid expenses 32,961 18,062

Credit facility origination costs, net 19,663 4,352

Non-refundable escrow deposits 28,556 28,560

Credit facility origination costs, net 18,430 4,352

Corporate assets, net 12,428 10,915

Impounds related to mortgages payable 10,529 5,249

Investment in sales type lease 5,926 7,492

Note receivable — 4,455

Impounds related to mortgages payable 718 5,249

Other items 34,701 18,592

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Accounts payable and accrued expenses consist of the following at:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Notes payable - interest payable $ 117,448 $ 108,227

Derivative liabilities and payables – at fair value 69,445 70,617

Property taxes payable 54,425 36,173

Value-added tax payable 34,730 11,297

Accrued property expenses 39,057 27,344

Accrued costs on properties under development 28,961 19,665

Derivative liabilities and payables – at fair value 18,899 70,617

Value-added tax payable 22,189 11,297

Accrued income taxes 14,995 19,152

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Lease intangible liabilities, net, consist of the following at:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Below-market leases

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Other liabilities consist of the following at:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Lease liability - operating leases, net $ 432,163 $ 461,748

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We acquire land, buildings and improvements necessary for the successful operations of commercial clients.

Acquisitions During the Six Months Ended June 30, 2022, and 2021

Below is a summary of our acquisitions for the six months ended June 30, 2022:

Acquisitions During the Nine Months Ended September 30, 2022, and 2021

Below is a summary of our acquisitions for the nine months ended September 30, 2022:

Properties Leasable

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Lease Yield (1)

Six months ended June 30, 2022 (2)

Nine months ended September 30, 2022 (2)

Acquisitions - U.S.

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766 21,501 $ 5,098.6 12.7 5.8 %

(1) The initial average cash lease yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property.

(1) The initial weighted average cash lease yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property.

Since it is possible that a client could default on the payment of contractual rent, we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above.

Contractual net operating income used in the calculation of initial average cash yield includes approximately $ 6.8 million received as settlement credits as reimbursement of free rent periods for the six months ended June 30, 2022.

Contractual net operating income used in the calculation of initial weighted average cash yield includes approximately $ 8.0 million received as settlement credits as reimbursement of free rent periods for the nine months ended September 30, 2022.

In the case of a property under development or expansion, the contractual lease rate is generally fixed such that rent varies based on the actual total investment in order to provide a fixed rate of return.

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estimated cash net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs.

(2) None of our investments during the six months ended June 30, 2022, caused any one client to be 10% or more of our total assets at June 30, 2022.

(3) Includes two U.K.

development properties that represent an investment of £ 14.9 million Sterling during the six months ended June 30, 2022, converted at the applicable exchange rate on the funding date.

(4) Our clients occupying the new properties are 87.4 % retail and 12.6 % industrial, based on rental revenue.

Approximately 33 % of the rental revenue generated from acquisitions during the six months ended June 30, 2022, is from investment grade rated clients, their subsidiaries or affiliated companies.

The acquisitions during the six months ended June 30, 2022, which had no associated contingent consideration, were allocated as follows (in millions):

(2) None of our investments during the nine months ended September 30, 2022, caused any one client to be 10% or more of our total assets at September 30, 2022.

(3) Includes five U.K.

development properties that represent an investment of £ 36.6 million Sterling during the nine months ended September 30, 2022, converted at the applicable exchange rate on the funding date.

(4) Our clients occupying the new properties are 90.6 % retail, 9.3 % industrial and 0.1 % other property types, based on rental revenue.

Approximately 30 % of the rental revenue generated from acquisitions during the nine months ended September 30, 2022, is from investment grade rated clients, their subsidiaries or affiliated companies.

The acquisitions during the nine months ended September 30, 2022, which had no associated contingent consideration, were allocated as follows (in millions):

Acquisitions - U.S.

Acquisitions - U.K.

Six months ended June 30, 2022

(USD) (£ Sterling)

Acquisitions - Spain

Nine months ended September 30, 2022

(USD) (£ Sterling) (€ Euro)

$ 729.4 £ 595.7 € 63.2

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Lease intangible assets (2)

305.5 210.0 12.4

Other assets (3)

386.6 203.2 8.7

Lease intangible liabilities (4)

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( 21.8 ) ( 2.4 ) —

$ 2,899.5 £ 1,509.0 € 163.7

land includes £ 43.5 million of right of use assets under long-term ground leases.

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other assets consists of $ 353.8 million of financing receivables with above-market terms and $ 32.8 million of right-of-use assets accounted for as finance leases.

other assets consists of £ 3.8 million of financing receivables with above-market terms and £ 162.4 million of right-of-use assets accounted for as finance leases.

other assets consists of £ 15.9 million of financing receivables with above-market terms, £ 184.9 million of right-of-use assets accounted for as finance leases and £ 2.4 million of right-of-use assets accounted for as operating leases.

Spain other assets consists entirely of financing receivables with above-market terms.

(4) The weighted average amortization period for acquired lease intangible liabilities is 13.8 years.

other liabilities consists of $ 14.6 million of deferred rent on certain below-market leases and $ 8.6 million of lease liabilities under financing leases, offset by $ 2.1 million of mortgage discounts.

The properties acquired during the six months ended June 30, 2022, which were all accounted for as asset acquisitions, generated total revenues of $ 37.5 million and net income of $ 13.4 million during the six months ended June 30, 2022.

Below is a summary of our acquisitions for the six months ended June 30, 2021:

other liabilities consists of $ 15.3 million of deferred rent on certain below-market leases, $ 8.6 million of lease liabilities under financing leases, offset by $ 2.1 million of mortgage discounts.

other liabilities consists entirely of lease liabilities under operating leases.

The properties acquired during the nine months ended September 30, 2022, which were all accounted for as asset acquisitions, generated total revenues of $ 94.5 million and net income of $ 35.3 million during the nine months ended September 30, 2022.

Below is a summary of our acquisitions for the nine months ended September 30, 2021:

Properties Leasable

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(Years) Initial Weighted Average Cash Lease Yield (1)

Six months ended June 30, 2021 (2)

Nine months ended September 30, 2021 (2)

Acquisitions - U.S.

6 unchanged sentences

536 16,571 $ 3,775.9 12.6 5.5 %

(1) Contractual net operating income used in the calculation of initial average cash yield includes approximately $ 850,000 received as settlement credits as reimbursement of free rent periods for the six months ended June 30, 2021.

(2) None of our investments during the six months ended June 30, 2021, caused any one client to be 10% or more of our total assets at June 30, 2021.

(1) Contractual net operating income used in the calculation of initial weighted average cash yield includes approximately $ 3.2 million received as settlement credits as reimbursement of free rent periods for the nine months ended September 30, 2021.

(2) None of our investments during the nine months ended September 30, 2021, caused any one client to be 10% or more of our total assets at September 30, 2021.

(3) Includes one U.K.

development property that represents an investment of £ 4.7 million Sterling during the nine months ended September 30, 2021, converted at the applicable exchange rate on the funding date.

(4) Our clients occupying the new properties are 80.2 % retail and 19.8 % industrial, based on rental revenue.

Approximately 47 % of the rental revenue generated from acquisitions during the six months ended June 30, 2021, was from investment grade rated clients, their subsidiaries or affiliated companies.

The acquisitions during the six months ended June 30, 2021, which had no associated contingent consideration, were allocated as follows (in millions):

Approximately 43 % of the rental revenue generated from acquisitions during the nine months ended September 30, 2021, was from investment grade rated clients, their subsidiaries or affiliated companies.

The acquisitions during the nine months ended September 30, 2021, which had no associated contingent consideration, were allocated as follows (in millions):

Acquisitions - U.S.

Acquisitions - U.K.

Six months ended June 30, 2021

(USD) (£ Sterling)

Acquisitions - Spain

Nine months ended September 30, 2021

(USD) (£ Sterling) (€ Euro)

$ 596.8 £ 292.3 € 36.7

1 unchanged sentence

Lease intangible assets (2)

349.8 179.7 23.2

Other assets (3)

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(2) The weighted average amortization period for acquired lease intangible assets is 13.1 years.

other assets consists entirely of financing receivables with above-market terms and a right-of-use asset accounted for as a finance lease.

other assets consists of $ 68.2 million of financing receivables with above-market terms, $ 39.1 million of right-of-use assets accounted for as finance leases, $ 5.8 million in investments in sales-type leases, and $ 259.5 million of right of use assets under ground leases.

other assets consists of £ 4.3 million of financing receivables with above-market terms and £ 21.7 million of right-of-use assets accounted for as finance leases.

(4) The weighted average amortization period for acquired lease intangible liabilities is 18.6 years.

other liabilities consists of deferred rent on certain below-market leases.

U.K other liabilities consists entirely of a GBP mortgage premium.

The properties acquired during the six months ended June 30, 2021, which were all accounted for as asset acquisitions, generated total revenues of $ 24.9 million and net income of $ 6.1 million during the six months ended June 30, 2021.

other liabilities consists of $ 21.6 million of deferred rent on certain below-market leases and $ 100.7 million of lease liabilities under ground leases.

U.K other liabilities consists entirely of a mortgage premium.

The properties acquired during the nine months ended September 30, 2021, which were all accounted for as asset acquisitions, generated total revenues of $ 67.4 million and net income of $ 12.9 million during the nine months ended September 30, 2021.

Investments in Existing Properties

During the six months ended June 30, 2022, we capitalized costs of $ 37.8 million on existing properties in our portfolio, consisting of $ 3.2 million for re-leasing costs, $ 2.8 million for recurring capital expenditures, and $ 31.8 million for non-recurring building improvements.

In comparison, during the six months ended June 30, 2021, we capitalized costs of $ 4.3 million on existing properties in our portfolio, consisting of $ 827,000 for re-leasing costs, $ 51,000 for recurring capital expenditures, and $ 3.4 million for non-recurring building improvements.

During the nine months ended September 30, 2022, we capitalized costs of $ 70.6 million on existing properties in our portfolio, consisting of $ 3.9 million for re-leasing costs, $ 3.0 million for recurring capital expenditures, and $ 63.7 million for non-recurring building improvements.

In comparison, during the nine months ended September 30, 2021, we capitalized costs of $ 11.1 million on existing properties in our portfolio, consisting of $ 2.0 million for re-leasing costs, $ 416,000 for recurring capital expenditures, and $ 8.7 million for non-recurring building improvements.

Properties with Existing Leases

Of the $ 3.23 billion we invested during the six months ended June 30, 2022, approximately $ 267.9 million related to development.

Of the $ 5.1 billion we invested during the nine months ended September 30, 2022, approximately $ 416.4 million related to development.

Of the $ 4.68 billion invested outside of development, $ 2.98 billion was used to acquire 341 properties with existing leases.

In comparison, of the $ 2.16 billion we invested during the six months ended June 30, 2021, $ 114.8 million related to development.

In comparison, of the $ 3.78 billion we invested during the nine months ended September 30, 2021, $ 182.0 million related to development.

Of the $ 3.59 billion invested outside of development, $ 3.17 billion was used to acquire 339 properties with existing leases.

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The values of the in-place leases are amortized as depreciation and amortization expense.

The amounts amortized to expense for all of our in-place leases, for the six months ended June 30, 2022, and 2021 were $ 318.3 million and $ 77.5 million, respectively.

The amounts amortized to expense for all of our in-place leases, for the nine months ended September 30, 2022, and 2021 were $ 476.8 million and $ 123.7 million, respectively.

The values of the above-market and below-market leases are amortized over the term of the respective leases, including any bargain renewal options, as an adjustment to rental revenue in the consolidated statements of income and comprehensive income.

The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the six months ended June 30, 2022, and 2021 were $ 48.6 million and $ 19.7 million, respectively.

The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the nine months ended September 30, 2022, and 2021 were $ 78.7 million and $ 34.0 million, respectively.

If a lease was to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be recorded to revenue or expense, as appropriate.

The following table presents the estimated impact during the next five years and thereafter related to the amortization of the above-market and below-market lease intangibles and the amortization of the in-place lease intangibles at June 30, 2022 (dollars in thousands):

(decrease) to

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Gain on Sales of Real Estate

The following table summarizes our properties sold during the periods indicated below (dollars in millions):

Three months ended June 30, Six months ended June 30,

The following table summarizes our properties sold during the periods indicated below, excluding our proportionate share of net proceeds from the disposition of properties by our unconsolidated industrial partnerships (dollars in millions):

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

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Investment in Unconsolidated Entities

The following is a summary of our investments in unconsolidated entities as of June 30, 2022 (in thousands):

The following is a summary of our investments in unconsolidated entities as of September 30, 2022 (in thousands):

Ownership % (1)

Number of Properties Carrying Amount of Investment as of (2)

Equity in income and impairment of investment in unconsolidated entities for the six months ended (2)(3)

Investment June 30, 2022

June 30, 2022

December 31, 2021 June 30, 2022 June 30, 2021

Number of Properties Carrying Amount of Investment as of Equity in income and impairment of investment in unconsolidated entities for the nine months ended (2)

Investment (2)

September 30, 2022

December 31, 2021 September 30, 2022 September 30, 2021

Industrial Partnerships 20 % — $ — $ 140,967 $ ( 6,335 ) $ —

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As a result, our actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with legal ownership interests.

(2) The total carrying amount of the investments was greater than the underlying equity in net assets by $ 74.1 million as of June 30, 2022.

The difference relates to a step-up in fair value of the investment net assets acquired in connection with the merger with VEREIT on November 1, 2021.

The step up in fair value was allocated to the individual investment assets and liabilities and is being amortized over the estimated useful life of the respective underlying tangible real estate assets, the lease term of the intangible real estate assets, and the remaining term of the mortgages payable.

Prior to November 1, 2021, we did not own any unconsolidated entities.

(3) As of June 30, 2022, the seven assets held by our Industrial Partnerships were under agreement of sale.

As the portion of the net proceeds applied to our investment basis that we expect to receive at closing was less than our $ 121.4 million carrying amount of investment in unconsolidated entities, we recognized an other than temporary impairment of $ 7.8 million , which is included in 'Equity in income and impairment of investment in unconsolidated entities' in the consolidated statements of income and comprehensive income for the three and six months ended June 30, 2022.

The aggregate debt outstanding for unconsolidated entities was $ 431.8 million as of June 30, 2022, and December 31, 2021, all of which is non-recourse to us with limited customary exceptions which vary from loan to loan.

Each of us and our unconsolidated entity partners are subject to the provisions of the applicable entity agreements for our unconsolidated partnerships, which include provisions for when additional contributions may be required to fund certain cash shortfalls.

Revolving Credit Facility and Commercial Paper Program

(2) All seven assets held by our Industrial Partnerships were sold during the three months ended September 30, 2022.

We recorded an additional impairment of $ 0.7 million during the three months ended September 30, 2022.

The other than temporary impairments are included in 'Equity in income and impairment of investment in unconsolidated entities' in the consolidated statements of income and comprehensive income for the periods presented.

The aggregate debt outstanding for unconsolidated entities was $ 431.8 million as of December 31, 2021, all of which was non-recourse to us with limited customary exceptions which varied from loan to loan.

There was no aggregate debt outstanding as of September 30, 2022, as all seven properties owned by our industrial partnerships were sold during the three months ended September 30, 2022, and the debt underlying each of the seven properties was either defeased or prepaid in connection with the sales.

Each of us and our unconsolidated entity partners were subject to the provisions of the applicable entity agreements for our unconsolidated partnerships, which included provisions for when additional contributions might be required to fund certain cash shortfalls.

Revolving Credit Facility and Commercial Paper Programs

Credit Facility

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Dollar borrowings at the Secured Overnight Financing Rate ("SOFR"), plus 0.725 % with a SOFR adjustment charge of 0.10 % and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.95 % over SOFR and British Pound Sterling at the Sterling Overnight Indexed Average (“SONIA”), plus 0.725 % with a SONIA adjustment charge of 0.0326 % and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.8826 % over SONIA.

At June 30, 2022, credit facility origination costs of $ 19.7 million are included in other assets, net, as compared to $ 4.4 million at December 31, 2021, on our consolidated balance sheets.

At September 30, 2022, credit facility origination costs of $ 18.4 million are included in other assets, net, as compared to $ 4.4 million at December 31, 2021, on our consolidated balance sheets.

These costs are being amortized over the remaining term of our revolving credit facility.

At June 30, 2022, we had a borrowing capacity of $ 4.03 billion available on our revolving credit facility (subject to customary conditions to borrowing) and an outstanding balance of $ 219.1 million, as compared to an outstanding balance at December 31, 2021, of $ 650.0 million.

The weighted average interest rate on outstanding borrowings under our revolving credit facility was 1.5 % during the six months ended June 30, 2022, and 0.9 % during the six months ended June 30, 2021.

At June 30, 2022, our weighted average interest rate on borrowings outstanding under our revolving credit facility was 2.2 %.

Our revolving credit facility is subject to various leverage and interest coverage ratio limitations, and at June 30, 2022, we were in compliance with the covenants on our revolving credit facility.

Commercial Paper Program

We have a U.S.

dollar-denominated unsecured commercial paper program.

Under the terms of the program, we were permitted to issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $ 1.0 billion.

The commercial paper ranks on a parity in right of payment with all of our other unsecured senior

indebtedness outstanding from time to time, including borrowings under our revolving credit facility, our term loan and our outstanding senior unsecured notes.

At September 30, 2022, we had a borrowing capacity of $ 3.05 billion available on our revolving credit facility (subject to customary conditions to borrowing) and an outstanding balance of $ 1.2 billion, as compared to an outstanding balance at December 31, 2021, of $ 650.0 million.

The weighted average interest rate on outstanding borrowings under our revolving credit facility was 1.7 % during the nine months ended September 30, 2022, and 0.8 % during the nine months ended September 30, 2021.

At September 30, 2022, our weighted average interest rate on borrowings outstanding under our revolving credit facility was 1.6 %.

Our revolving credit facility is subject to various leverage and interest coverage ratio limitations, and at September 30, 2022, we were in compliance with the covenants under our revolving credit facility.

Commercial Paper Programs

During July 2022, our U.S.

Dollar-denominated unsecured commercial paper program was amended to increase the maximum aggregate amount of outstanding notes from $ 1.0 billion to $ 1.5 billion.

Also during July 2022, we established a new Euro-denominated unsecured commercial paper program, which permits us to issue additional

unsecured commercial notes up to a maximum aggregate amount of $ 1.5 billion (or foreign currency equivalent), which may be issued in U.S.

Dollars or various other foreign currencies, including but not limited to, Euros, Sterling, Swiss Francs, Yen, Canadian Dollars, and Australian Dollars, in each case, pursuant to customary terms in the European commercial paper note market.

The commercial paper ranks on a parity in right of payment with all of our other unsecured senior indebtedness outstanding from time to time, including borrowings under our revolving credit facility, our term loan and our outstanding senior unsecured notes.

Proceeds from commercial paper borrowings are used for general corporate purposes.

As of June 30, 2022, the balance of borrowings outstanding under our commercial paper program was $ 950.0 million as compared to $ 901.4 million outstanding commercial paper borrowings at December 31, 2021.

The weighted average interest rate on outstanding borrowings under our commercial paper program was 0.8 % for the six months ended June 30, 2022, and 0.3 % for the six months ended June 30, 2021.

As of June 30, 2022, our weighted average interest rate on outstanding borrowings under our commercial paper program was 1.8 %.

We use our $ 4.25 billion revolving credit facility as a liquidity backstop for the repayment of the notes issued under the commercial paper program .

The commercial paper borrowings generally carry a term of less than a year.

During July 2022, the U.S.

dollar-denominated unsecured commercial paper program was amended, and we entered into a new European unsecured commercial paper program.

See Note 19, Subsequent Events .

As of September 30, 2022, the balance of borrowings outstanding under our commercial paper programs was $ 723.8 million, including € 511.0 million of Euro-denominated borrowings, as compared to $ 901.4 million outstanding commercial paper borrowings, consisting entirely of U.S.

Dollar-denominated borrowings at December 31, 2021.

The weighted average interest rate on outstanding borrowings under our commercial paper programs was 1.3 % for the nine months ended September 30, 2022, and 0.2 % for the nine months ended September 30, 2021.

As of September 30, 2022, our weighted average interest rate on outstanding borrowings under our commercial paper programs was 1.5 %.

We use our $ 4.25 billion revolving credit facility as a liquidity backstop for the repayment of the notes issued under the commercial paper programs .

The commercial paper borrowings outstanding at September 30, 2022 have matured and will mature between October 2022 and January 2023 .

In October 2018, in conjunction with entering into our current revolving credit facility, we entered into a $ 250.0 million senior unsecured term loan, which matures in March 2024.

1 unchanged sentence

In connection with entering into our new unsecured credit facility in April 2022, the previous LIBOR benchmark rate was replaced with daily SOFR, based on a five day lookback period, and, due to our current credit ratings, is not subject to a credit spread adjustment.

In conjunction with this term loan, we also entered into an interest rate swap, which was based off the one-month LIBOR through June 30, 2022.

As of June 30, 2022, the interest rate swap was also converted to SOFR and the effective interest rate on this term loan, after giving effect to the interest rate swap, is 3.73 %.

At June 30, 2022, deferred financing costs of $ 344,000 are included net of the term loan principal balance, as compared to $ 443,000 at December 31, 2021, on our consolidated balance sheets.

In conjunction with this term loan, we also entered into an interest rate swap, which was based off the daily SOFR through June 30, 2022.

As of September 30, 2022, effective interest rate on this term loan, after giving effect to the interest rate swap, was 3.83 %.

At September 30, 2022, deferred financing costs of $ 295,000 are included net of the term loan principal balance, as compared to $ 443,000 at December 31, 2021, on our consolidated balance sheets.

These costs are being amortized over the remaining term of the term loan .

Mortgages Payable

During the six months ended June 30, 2022, we made $ 226.0 million in principal payments, including the full repayment of seven mortgages for $ 223.9 million.

During the six months ended June 30, 2021, we made $ 42.6 million in principal payments, including the full repayment of five mortgages in for $ 40.9 million.

We assumed eight mortgages on 17 properties totaling $ 45.1 million during the six months ended June 30, 2022, as compared to the assumption of one Sterling-denominated mortgage on one property totaling £ 31.0 million for the six months ended June 30, 2021.

During the nine months ended September 30, 2022, we made $ 311.1 million in principal payments, including the full repayment of 12 mortgages for $ 308.0 million.

During the nine months ended September 30, 2021, we made $ 56.0 million in principal payments, including the full repayment of six mortgages for $ 53.3 million.

We assumed eight mortgages on 17 properties totaling $ 45.1 million during the nine months ended September 30, 2022, as compared to the assumption of one Sterling-denominated mortgage on one property totaling £ 31.0 million for the nine months ended September 30, 2021.

Assumed mortgages are secured by the properties on which the debt was placed and are considered non-recourse debt with limited customary exceptions which vary from loan to loan.

Our mortgages contain customary covenants, such as limiting our ability to further mortgage each applicable property or to discontinue insurance coverage without the prior consent of the lender.

At June 30, 2022, we were in compliance with these covenants.

The balance of our deferred financing costs, which are classified as part of 'Mortgages payable, net', on our consolidated balance sheets, was $ 1.0 million at June 30, 2022, and $ 790,000 at December 31, 2021.

At September 30, 2022, we were in compliance with these covenants.

The balance of our deferred financing costs, which are classified as part of 'Mortgages payable, net', on our consolidated balance sheets, was $ 926,000 at September 30, 2022, and $ 790,000 at December 31, 2021.

These costs are being amortized over the remaining term of each mortgage.

The following table summarizes our mortgages payable as of June 30, 2022, and December 31, 2021, respectively (dollars in thousands):

The following table summarizes our mortgages payable as of September 30, 2022, and December 31, 2021, respectively (dollars in thousands):

Properties (1)

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12/31/2021 267 4.8 % 3.5 % 1.8 $ 1,114,129 $ 27,866 $ 1,141,995

(1) At June 30, 2022, there were 23 mortgages on 158 properties.

(1) At September 30, 2022, there were 18 mortgages on 136 properties.

At December 31, 2021, there were 22 mortgages on 267 properties.

With the exception of one Sterling-denominated mortgage which is paid quarterly, the mortgages require monthly payments with principal payments due at maturity.

At June 30, 2022, and December 31, 2021, all mortgages were at fixed interest rates.

(2) Stated interest rates ranged from 3.0 % to 6.9 % at each of June 30, 2022, and December 31, 2021.

(3) Effective interest rates ranged from 2.6 % to 6.6 % and 2.6 % to 6.0 % at each of June 30, 2022, and December 31, 2021, respectively.

The following table summarizes the maturity of mortgages payable, excluding net premiums of $ 19.2 million and deferred financing costs of $ 1.0 million, as of June 30, 2022 (dollars in millions):

At September 30, 2022 and December 31, 2021, all mortgages were at fixed interest rates.

(2) Stated interest rates ranged from 3.0 % to 6.9 % at each of September 30, 2022 and December 31, 2021.

(3) Effective interest rates ranged from 2.6 % to 6.6 % and 2.6 % to 6.0 % at September 30, 2022 and December 31, 2021, respectively.

The following table summarizes the maturity of mortgages payable, excluding net premiums of $ 15.6 million and deferred financing costs of $ 926,000 as of September 30, 2022 (dollars in millions):

Year of Maturity

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Principal Amount (Currency Denomination) Carrying Value (USD) as of

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

4.600 % notes, $ 500 issued February 2014, of which $ 485 was exchanged in November 2021, both due in February 2024 (1)

52 unchanged sentences

$ 13,316 $ 12,500

(1) Carrying Value (USD) includes the portion of the VEREIT OP notes that remained outstanding, totaling $ 39.1 million in the aggregate at each of June 30, 2022, and December 31, 2021, that were not exchanged in the exchange offers commenced by us with respect to the outstanding bonds of VEREIT OP in connection with the consummation of the merger with VEREIT (the "Exchange Offers").

(1) Carrying Value (USD) includes the portion of the VEREIT OP notes that remained outstanding, totaling $ 39.1 million in the aggregate at each of September 30, 2022, and December 31, 2021, that were not exchanged in the exchange offers commenced by us with respect to the outstanding bonds of VEREIT OP in connection with the consummation of the merger with VEREIT (the "Exchange Offers").

(2) These notes were originally issued by VEREIT OP in December of 2019 for the principal amount of $ 600 million.

The amount of Realty Income debt issued through the Exchange Offers was $ 599 million, resulting from cancellations due to late tenders that forfeited the early participation premium of $ 30 per $1,000 principal amount and cash paid in lieu of fractional shares.

The following table summarizes the maturity of our notes and bonds payable as of June 30, 2022, excluding net unamortized premiums of $ 257.0 million and deferred financing costs of $ 58.7 million (dollars in millions):

The following table summarizes the maturity of our notes and bonds payable as of September 30, 2022, excluding net unamortized premiums of $ 241.3 million and deferred financing costs of $ 56.6 million (dollars in millions):

Year of Maturity

Thereafter 9,657

As of June 30, 2022, the weighted average interest rate on our notes and bonds payable was 3.2 % and the weighted average remaining years until maturity was 7.6 years.

Interest incurred on all of the notes and bonds was $ 103.0 million and $ 62.7 million for the three months ended June 30, 2022 and June 30, 2021, respectively, and $ 206.1 million and $ 125.9 million for the six months ended June 30, 2022 and June 30, 2021, respectively.

As of September 30, 2022, the weighted average interest rate on our notes and bonds payable was 3.3 % and the weighted average remaining years until maturity was 7.3 years.

Interest incurred on all of the notes and bonds was $ 107.9 million and $ 65.8 million for the three months ended September 30, 2022 and September 30, 2021, respectively, and $ 314.0 million and $ 191.7 million for the nine months ended September 30, 2022 and September 30, 2021, respectively.

Our outstanding notes and bonds are unsecured;

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and (iv) the maintenance at all times of total unencumbered assets not less than 150 % of our outstanding unsecured debt.

At June 30, 2022, we were in compliance with these covenants.

At September 30, 2022, we were in compliance with these covenants.

Note Repayment

In January 2021, we redeemed all $ 950.0 million in principal amount of our outstanding 3.250 % notes due October 2022, plus accrued and unpaid interest.

As a result of the early redemption, we recognized a $ 46.5 million loss on extinguishment of debt in the consolidated statements of income and comprehensive income for the six months ended June 30, 2021.

There were no comparable repayments for the six months ended June 30, 2022.

As a result of the early redemption, we recognized a $ 46.5 million loss on extinguishment of debt in the consolidated statements of income and comprehensive income for the nine months ended September 30, 2021.

There were no comparable repayments for the nine months ended September 30, 2022.

Note Issuances

During the six months ended June 30, 2022, we issued the following notes and bonds (in millions):

During the nine months ended September 30, 2022 and 2021, we issued the following notes and bonds (in millions):

2022 Issuances

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June 2022 June 2037 £ 115 100.000 % 3.390 %

There were no comparable note issuances during the six months ended June 30, 2021.

2021 Issuances

Date of Issuance Maturity Date Principal amount used Price of par value Effective yield to maturity

1.125 % Notes

July 2021 July 2027 £ 400 99.305 % 1.242 %

1.750 % Notes

July 2021 July 2033 £ 350 99.842 % 1.757 %

The proceeds from each of these offerings were used to repay borrowings outstanding under our credit facility, to fund investment opportunities, and for other general corporate purposes.

In October 2022, we issued $ 750.0 million of 5.625 % senior unsecured notes due October 2032.

See Note 19, Subsequent Events .

Issuances of Common Stock

Issuances of Common Stock in Underwritten Public Offerings

In July 2021, we issued 9,200,000 shares of common stock in an underwritten public offering, including 1,200,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares.

After deducting underwriting discounts of $ 2.9 million, the net proceeds of $ 594.1 million were primarily used to repay borrowings under our $ 1.0 billion commercial paper programs, to fund potential investment opportunities and for other general corporate purposes.

In January 2021, we issued 12,075,000 shares of common stock in an underwritten public offering, including 1,575,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares.

After deducting underwriting discounts of $ 19.3 million, the net proceeds of $ 669.6 million were used to fund property acquisitions and for general corporate purposes and working capital.

There were no comparative offerings during the six months ended June 30, 2022.

After deducting underwriting discounts of $ 19.3 million, the net proceeds of $ 669.6 million were used to fund property acquisitions, for general corporate purposes and working capital.

There were no comparative offerings during the nine months ended September 30, 2022.

At-the-Market (ATM) Program

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O") at prevailing market prices or at negotiated prices.

At June 30, 2022, we had 120,000,000 shares remaining for future issuance under our ATM program.

After deducting 19,995,547 shares sold pursuant to forward sale confirmations that remained open at September 30, 2022, we had 90,471,600 additional shares remaining for future issuance under our ATM program.

We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder.

The following table outlines common stock issuances pursuant to our prior ATM program (dollars in millions):

Three months ended June 30, Six months ended June 30,

The following table outlines common stock issuances pursuant to our ATM programs (dollars in millions):

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

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Net proceeds $ 691.4 $ 1,021.6 $ 2,404.1 $ 1,471.5

(1) During the three and six months ended June 30, 2022 15,899,972 shares were sold pursuant to forward sale confirmations.

As of June 30, 2022, there were no open forward sale confirmations and 120,000,000 shares remained available for future issuance.

No shares were sold pursuant to forward sale confirmations during the three and six months ended June 30, 2021 .

(1) During the three and nine months ended September 30, 2022, 9,532,853 and 25,432,825 shares were sold and settled pursuant to forward sale confirmations, respectively.

In addition, as of September 30, 2022, 19,995,547 shares of common stock subject to forward sale confirmations have been executed at a weighted average initial price of $ 66.70 per share but not settled.

Upon settlement, subject to certain exceptions, we may elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which cases we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser.

We currently expect to fully physically settle any forward sale agreement with the respective forward purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share.

We currently expect to fully settle the outstanding forward sale agreements during the three months ended December 31, 2022, representing $ 1.3 billion in gross proceeds, for which the weighted average forward price at September 30, 2022 was $ 66.43 per share.

Our forward sale confirmations are accounted for as equity instruments, as we have determined the agreements meet the derivatives and hedging guidance scope exception.

No shares were sold pursuant to forward sale confirmations during the three and nine months ended September 30, 2021 .

Dividend Reinvestment and Stock Purchase Plan

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Our DRSPP authorizes up to 26,000,000 common shares to be issued.

At June 30, 2022, we had 11,250,748 shares remaining for future issuance under our DRSPP program.

At September 30, 2022, we had 11,207,318 shares remaining for future issuance under our DRSPP program.

The following table outlines common stock issuances pursuant to our DRSPP program (dollars in millions):

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

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Our DRSPP includes a waiver approval process, allowing larger investors or institutions, per a formal approval process, to purchase shares at a small discount, if approved by us.

We did no t issue shares under the waiver approval process during the six months ended June 30, 2022, or 2021.

We did no t issue shares under the waiver approval process during the nine months ended September 30, 2022, or 2021.

Noncontrolling Interests

There are four entities with noncontrolling interests that we consolidate, including an operating partnership, Realty Income, L.P., a joint venture acquired in 2019, and two development joint ventures, one acquired in 2020 and one acquired in May 2021.

The following table represents the change in the carrying value of all noncontrolling interests through June 30, 2022 (dollars in thousands):

The following table represents the change in the carrying value of all noncontrolling interests through September 30, 2022 (dollars in thousands):

Realty Income, L.P.

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$ 62,416 $ 14,410 $ 76,826

Contributions 51,221 — 51,221

Distributions

2 unchanged sentences

1,784 153 1,937

Carrying value at June 30, 2022

Carrying value at September 30, 2022

$ 112,798 $ 14,340 $ 127,138

(1) 1,060,709 units were outstanding as of both June 30, 2022 and December 31, 2021 .

At June 30, 2022, Realty Income, L.P.

(1) 1,795,167 and 1,060,709 units were outstanding as of September 30, 2022 and December 31, 2021, respectively.

In September 2022, we issued 734,458 common partnership units in Realty Income, L.P.

in connection with the acquisition of nine properties and recorded $ 51.2 million of contributions to non-controlling interests.

At September 30, 2022, Realty Income, L.P.

and certain of our joint venture investments are considered VIEs in which we were deemed the primary beneficiary based on our controlling financial interests.

Below is a summary of selected financial data of consolidated VIEs included on our consolidated balance sheets at June 30, 2022, and December 31, 2021 (in thousands):

June 30, 2022 December 31, 2021

Below is a summary of selected financial data of consolidated VIEs included on our consolidated balance sheets at September 30, 2022, and December 31, 2021 (in thousands):

September 30, 2022 December 31, 2021

Net real estate

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The fair value of our financial instruments not carried at fair value are disclosed as follows (in millions):

June 30, 2022 Carrying value

September 30, 2022 Carrying value

Estimated fair value

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(1) Excludes non-cash net premiums recorded on the mortgages payable.

The unamortized balance of these net premiums was $ 19.2 million at June 30, 2022, and $ 28.7 million at December 31, 2021.

Also excludes deferred financing costs of $ 1.0 million at June 30, 2022, and $ 790,000 at December 31, 2021.

The unamortized balance of these net premiums was $ 15.6 million at September 30, 2022, and $ 28.7 million at December 31, 2021.

Also excludes deferred financing costs of $ 926,000 at September 30, 2022, and $ 790,000 at December 31, 2021.

(2) Excludes non-cash premiums and discounts recorded on notes payable.

The unamortized balance of the net premiums was $ 257.0 million at June 30, 2022, and $ 295.5 million at December 31, 2021.

Also excludes deferred financing costs of $ 58.7 million at June 30, 2022, and $ 53.1 million at December 31, 2021.

The unamortized balance of the net premiums was $ 241.3 million at September 30, 2022, and $ 295.5 million at December 31, 2021.

Also excludes deferred financing costs of $ 56.6 million at September 30, 2022, and $ 53.1 million at December 31, 2021.

The estimated fair values of our mortgages payable assumed in connection with acquisitions and private senior notes payable have been calculated by discounting the future cash flows using an interest rate based upon the relevant forward interest rate curve, plus an applicable credit-adjusted spread.

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Although we have determined that the majority of the inputs used to value our derivatives fall within level two on the three-level valuation hierarchy, the credit valuation adjustments associated with our derivatives utilize level three inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by ourselves and our counterparties.

However, at June 30, 2022, and December 31, 2021, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

However, at September 30, 2022, and December 31, 2021, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

As a result, we determined that our derivative valuations in their entirety are classified as level two.

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The following table summarizes our provisions for impairment on real estate investments during the periods indicated below (dollars in millions):

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

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In June 2022, following the early prepayment of our Sterling-denominated intercompany loan receivable from our consolidated foreign subsidiaries, we terminated the four cross-currency swaps used to hedge the foreign currency exposure of the intercompany loan.

As the hedge relationship has been terminated and the future principal and interest associated with the prepaid intercompany loan will not occur, $ 20.0 million has been reclassified from AOCI to Foreign currency and derivative gain, net during the three months ended June 30, 2022.

As of June 30, 2022, we had one interest rate swap in place on our $ 250.0 million unsecured term loan.

As the hedge relationship was terminated and the future principal and interest associated with the prepaid intercompany loan did not occur, a $ 20.0 million gain was reclassified from AOCI to 'Foreign currency and derivative loss, net' during the three months ended June 30, 2022 .

As of September 30, 2022, we had one interest rate swap in place on our $ 250.0 million unsecured term loan.

Our objective in using derivatives is to add stability to interest expense and to manage our exposure to interest rate movements.

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Changes to fair value are recorded to accumulated other comprehensive income (loss), or AOCI, and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings.

This interest

rate swap, which was converted to a SOFR benchmark from LIBOR during June 2022, continues to be accounted for as a cash flow hedge.

The following table summarizes the amount of unrealized gain (loss) on derivatives in other comprehensive income during the periods indicated below (in thousands):

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

Derivatives in Cash Flow Hedging Relationships 2022 2021 2022 2021

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Total unrealized gain on derivatives $ 41,914 $ 16,852 $ 119,058 $ 52,428

The following table summarizes the amount of gain (loss) on derivatives reclassified from accumulated other comprehensive income (loss) during the periods indicated below (in thousands):

Three months ended June 30, Six months ended June 30,

The following table summarizes the amount of gain (loss) on derivatives reclassified from AOCI (in thousands):

Three months ended September 30, Nine months ended September 30,

Derivatives in Cash Flow Hedging Relationships Location of Gain (Loss) Recognized in Income 2022 2021 2022 2021

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Net increase (decrease) to net income $ 1,498 $ 2,133 $ 24,456 $ ( 4,374 )

We expect to reclassify $ 2.7 million from AOCI as an increase to interest expense relating to interest rate swaps and $ 8.5 million from AOCI to foreign currency gain relating to foreign currency forwards within the next twelve months.

We expect to reclassify $ 10.0 million from AOCI as a decrease to interest expense relating to interest rate swaps and $ 15.5 million from AOCI to foreign currency gain relating to foreign currency forwards within the next twelve months.

Derivatives Not Designated as Hedging Instruments

Based on our potential exposure to changes in foreign currency exchange rate, primarily in British Pound Sterling and, to a lesser extent, the Euro, we initiated a program in the third quarter of 2021 to enter into foreign currency collars.

A foreign currency collar consists of a written call option and a purchased put option to sell the foreign currency at a range of predetermined exchange rates.

A foreign currency collar guarantees that the exchange rate of the currency will not fluctuate beyond the range of the options’ strike prices.

Our foreign currency collars generally have maturities of five months or less and are not designated as hedge instruments for accounting purposes.

The gain or loss on these derivative contracts are recognized in 'Foreign currency and derivative gain, net' in the consolidated statements of income and comprehensive income based on the changes in fair value.

In addition, we enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the British Pound Sterling and Euro.

We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the U.S.

dollar, our reporting currency, and British Pound Sterling and Euro.

These derivative contracts generally mature within one to three months and are not designated as hedge instruments for accounting purposes.

As the currency exchange swap is not accounted for as a hedging instrument, the change in fair value is recorded in earnings through the caption entitled 'Foreign currency and derivative gain, net' in the consolidated statements of income and comprehensive income

The following table details our foreign currency and derivative gain, net included in income (in thousands):

Three months ended June 30, Six months ended June 30,

As the currency exchange swap is not accounted for as a hedging instrument, the change in fair value is recorded in earnings through the caption entitled 'Foreign currency and derivative loss, net' in the consolidated statements of income and comprehensive income

The following table details our foreign currency and derivative gains (losses), net included in income (in thousands):

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

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Gain on the settlement of undesignated derivatives $ 4,050 $ — $ 80,677 $ —

Gain (loss) on the settlement of designated derivatives reclassified from AOCI 21,527 ( 235 ) 27,641 ( 1,386 )

Gain on the settlement of designated derivatives reclassified from AOCI 2,784 4,747 30,425 3,360

Gain (loss) on the settlement of transactions with third parties ( 111 ) 58 ( 41 ) 58

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Unrealized foreign currency and derivative gain (loss), net:

Gain on the change in fair value of undesignated derivatives $ 37,274 $ — $ 59,995 $ 3,724

Gain (loss) on the change in fair value of undesignated derivatives $ ( 24,488 ) $ — $ 35,506 $ 3,724

Gain (loss) on remeasurement of certain assets and liabilities ( 5,128 ) ( 7,179 ) ( 162,570 ) ( 8,312 )

Total unrealized foreign currency and derivative gain (loss), net $ ( 94,359 ) $ 739 $ ( 98,331 ) $ 2,694

Total foreign currency and derivative gain, net $ 7,480 $ 400 $ 6,890 $ 1,204

The following table summarizes the terms and fair values of our derivative financial instruments at June 30, 2022, and December 31, 2021 (dollars in millions):

Total unrealized foreign currency and derivative loss, net $ ( 29,616 ) $ ( 7,179 ) $ ( 127,064 ) $ ( 4,588 )

Total foreign currency and derivative gains (losses), net

$ ( 22,893 ) $ ( 2,374 ) $ ( 16,003 ) $ ( 1,170 )

The following table summarizes the terms and fair values of our derivative financial instruments at September 30, 2022, and December 31, 2021 (dollars in millions):

Derivative Type

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Fair Value - asset (liability) as of

Derivatives Designated as Hedging Instruments June 30, 2022 December 31, 2021 June 30, 2022 December 31, 2021

Derivatives Designated as Hedging Instruments September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021

Interest rate swap

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— Derivative — 166.3 — — — ( 13.8 )

Foreign currency forwards 36 Derivative 177.5 176.1 (5) Jul 2022 - Aug 2024 20.4 7.6

Foreign currency forwards 32 Derivative 167.4 176.1 (5) Oct 2022 - Aug 2024 31.5 7.6

Forward-starting swaps (6)

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Currency exchange swaps (7)

5 Derivative 833.2 1,639.5 (8) Jul 2022 - Nov 2022 36.9 ( 14.7 )

9 Derivative 2,590.8 1,639.5 (8) Oct 2022 - Nov 2022 ( 4.2 ) ( 14.7 )

Total of all Derivatives $ 3,508.2 $ 2,731.9 $ 105.2 $ ( 41.1 )

(1) This column represents the number of instruments outstanding as of June 30, 2022.

(2) Weighted average strike rate is calculated using the current notional value as of June 30, 2022.

(3) This column represents maturity dates for instruments outstanding as of June 30, 2022.

(4) In June 2022, we terminated the four British Pound Sterling, or GBP, cross-currency swaps with notional amount of $ 166.3 million.

(1) This column represents the number of instruments outstanding as of September 30, 2022.

(2) Weighted average strike rate is calculated using the current notional value as of September 30, 2022.

(3) This column represents maturity dates for instruments outstanding as of September 30, 2022.

(4) In June 2022, we terminated the four British Pound Sterling, or GBP, cross-currency swaps with a notional amount of $ 166.3 million.

(5) Weighted average forward GBP-USD exchange rate of 1.39 .

(6) There were five treasury rate locks entered into during February 2020 that were terminated in June 2020 and converted into six forward starting interest rate swaps through a cashless settlement.

(7) Represents three GBP currency exchange swaps with notional amount of $ 564.9 million and two Euro, or EUR, currency exchange swaps with notional amount of $ 268.3 million.

These forward starting interest rate swaps were terminated in connection with a senior unsecured note issuance in October 2022.

See Note 19, Subsequent Events .

(7) Represents five GBP currency exchange swaps with a notional amount of $ 1.2 billion and four Euro, or EUR, currency exchange swaps with an associated notional amount of $ 1.4 billion.

(8) Weighted average Forward GBP-USD exchange rate of 1.14 and Weighted Average Forward EUR-USD exchange rate of 0.99 .

We measure our derivatives at fair value and include the balances within other assets and accounts payable and accrued expenses on our consolidated balance sheets.

We measure our derivatives at fair value and include the balances within other assets and accounts payable as well as accrued expenses on our consolidated balance sheets.

We have agreements with each of our derivative counterparties containing provisions under which we could be declared in default on our derivative obligations if repayment of our indebtedness is accelerated by the lender due to our default.

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Operating Leases

At June 30, 2022, we owned 11,427 properties in all 50 U.S.

At September 30, 2022, we owned 11,733 properties in all 50 U.S.

states, Puerto Rico, the U.K.

Of the 11,733 properties, 11,587 , or 98.8 %, are single-client properties, and the remaining are multi-client properties.

At June 30, 2022, 132 properties were available for lease or sale.

At September 30, 2022, 131 properties were available for lease or sale.

Substantially all of our leases are net leases where our client pays or reimburses us for property taxes and assessments, maintains the interior and exterior of the building and leased premises, and carries insurance coverage for public liability, property damage, fire and extended coverage.

Rent based on a percentage of our client's gross sales, or percentage rent, for the three months ended June 30, 2022, and 2021 was $ 2.2 million and $ 596,000 , respectively.

Percentage rents for the six months ended

June 30, 2022 and 2021 were $ 6.0 million and $ 1.6 million, respectively.

Major Clients - No individual client’s rental revenue, including percentage rents, represented more than 10% of our total revenue for each of the six months ended June 30, 2022, and 2021.

Rent based on a percentage of our client's gross sales, or percentage rent, for the three months ended September 30, 2022, and 2021 was $ 2.3 million and $ 441,000 , respectively.

Percentage rents for the nine months ended September 30, 2022 and 2021 were $ 8.3 million and $ 2.0 million, respectively.

Major Clients - No individual client’s rental revenue, including percentage rents, represented more than 10% of our total revenue for each of the nine months ended September 30, 2022, and 2021.

Distributions Paid and Payable

We pay monthly distributions to our common stockholders.

The following is a summary of monthly distributions paid per common share for the six months ended June 30, 2022, and 2021:

The following is a summary of monthly distributions paid per common share for the nine months ended September 30, 2022, and 2021:

January $ 0.2465 $ 0.2345

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June 0.2470 0.2350

July 0.2475 0.2355

August 0.2475 0.2355

September 0.2475 0.2355

$ 2.2230 $ 2.1150

At June 30, 2022, a distribution of $ 0.2475 per common share was payable and was paid in July 2022.

At September 30, 2022, a distribution of $ 0.2480 per common share was payable and was paid in October 2022 .

Net Income per Common Share

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The following is a reconciliation of the denominator of the basic net income per common share computation to the denominator of the diluted net income per common share computation:

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

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Incremental shares from share-based compensation 355,063 136,923 341,626 117,645

Dilutive effect of forward ATM offerings 90,367 — 30,233 —

Weighted average shares used for diluted net income per share computation

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1,244,324 463,119 1,122,586 463,119

Weighted average forward ATM offerings that were anti-dilutive 563,295 — 188,455 —

Supplemental Disclosures of Cash Flow Information

The following table summarizes our supplemental cash flow information during the periods indicated below (dollars in thousands):

Six months ended June 30,

Nine months ended September 30,

Supplemental disclosures:

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Mortgages assumed at fair value (1)

$ 45,079 $ 43,779

Issuance of common partnership units of Realty Income, L.P.

(1) Represents £ 31.0 million Sterling, converted at the applicable exchange rate on the date of transaction.

Mortgages assumed at fair value entirely consists of one Sterling denominated mortgage for the nine months ended September 30, 2021.

(2) In September 2022, we issued 734,458 common partnership units of Realty Income L.P.

in connection with the acquisition of nine properties.

The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets to the total of the cash, cash equivalents and restricted cash reported within the consolidated statements of cash flows (dollars in thousands):

June 30, 2022 June 30, 2021

September 30, 2022 September 30, 2021

Cash and cash equivalents shown in the consolidated balance sheets

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This note should be read in conjunction with the more complete discussion of our 2021 Plan included in note 16 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021.

The amount of share-based compensation costs recognized in 'General and administrative' in the consolidated statements of income and comprehensive income was $ 6.6 million and $ 4.5 million during the three months ended June 30, 2022 and 2021, respectively and $ 11.6 million and $ 8.2 million during the six months ended June 30, 2022 and 2021, respectively.

The amount of share-based compensation costs recognized in 'General and administrative' in the consolidated statements of income and comprehensive income was $ 5.1 million and $ 4.3 million during the three months ended September 30, 2022 and 2021, respectively and $ 16.7 million and $ 12.5 million during the nine months ended September 30, 2022 and 2021, respectively.

Restricted Stock

During the six months ended June 30, 2022, we granted 153,105 shares of common stock under the 2021 Plan.

During the nine months ended September 30, 2022, we granted 154,332 shares of common stock under the 2021 Plan.

This included 40,000 total shares of restricted stock granted to the independent members of our Board of Directors in connection with our annual awards in May 2022, 20,000 shares of which vested immediately and 20,000 shares of which vest in equal parts over a three-year service period.

Our restricted stock awards granted to employees vest in equal parts over a four-year service period.

As of June 30, 2022, the remaining unamortized share-based compensation expense related to restricted stock totaled $ 14.6 million, which is being amortized on a straight-line basis over the service period of each applicable award.

As of September 30, 2022, the remaining unamortized share-based compensation expense related to restricted stock totaled $ 13.0 million, which is being amortized on a straight-line basis over the service period of each applicable award.

The amount of share-based compensation is based on the fair value of the stock at the grant date.

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Performance Shares and Restricted Stock Units

During the six months ended June 30, 2022, we granted 154,840 performance shares, as well as dividend equivalent rights, to our executive officers.

During the nine months ended September 30, 2022, we granted 154,840 performance shares, as well as dividend equivalent rights, to our executive officers.

The performance shares are earned based on our Total Shareholder Return (TSR) performance relative to select industry indices and peer groups as well as achievement of certain operating metrics, and vest 50 % on the first and second January 1 after the end of the three - year performance period, subject to continued service.

During the six months ended June 30, 2022, we also granted 24,456 restricted stock units, all of which vest over a four-year service period.

During the nine months ended September 30, 2022, we also granted 24,456 restricted stock units, all of which vest over a four-year service period.

These restricted stock units have the same economic rights as shares of restricted stock.

As of June 30, 2022, the remaining share-based compensation expense related to the performance shares and restricted stock units totaled $ 24.0 million.

The fair value of the performance shares were estimated on the date of grant using a Monte Carlo Simulation model.

As of September 30, 2022, the remaining share-based compensation expense related to the performance shares and restricted stock units totaled $ 20.5 million.

The fair value of the performance shares was estimated on the date of grant using a Monte Carlo Simulation model.

The performance shares are being recognized on a tranche-by-tranche basis over the service period.

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Stock Options

We did no t grant any stock options during the six months ended June 30, 2022.

During the six months ended June 30, 2022, we recorded $ 47,000 of expense related to stock options.

There was no comparable expense for the six months ended June 30, 2021.

As of June 30, 2022, there was no unamortized expense relating to our outstanding stock options.

We did no t grant any stock options during the nine months ended September 30, 2022.

During the nine months ended September 30, 2022, we recorded $ 47,000 of expense related to stock options.

There was no comparable expense for the nine months ended September 30, 2021.

As of September 30, 2022, there was no unamortized expense relating to our outstanding stock options.

Commitments and Contingencies

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We believe that the outcome of the proceedings will not have a material adverse effect upon our consolidated financial position or results of operations.

At June 30, 2022, we had commitments of $ 49.0 million for re-leasing costs, recurring capital expenditures, and non-recurring building improvements.

In addition, as of June 30, 2022, we had committed $ 678.6 million under construction contracts related to development projects, which is expected to be paid in the next twelve months.

At September 30, 2022, we had commitments of $ 22.3 million for re-leasing costs, recurring capital expenditures, and non-recurring building improvements.

In addition, as of September 30, 2022, we had committed $ 764.9 million

under construction contracts related to development projects, which have estimated rental revenue commencement dates between October 2022 and May 2024.

Subsequent Events

In July 2022, we declared a dividend of $ 0.2475 per share to our common stockholders, which will be paid in August 2022.

Commercial Paper Program

During July 2022, our U.S.

Dollar-denominated unsecured commercial paper program was amended to increase the maximum aggregate amount of outstanding notes from $ 1.0 billion to $ 1.5 billion.

We also established a new Euro-denominated unsecured commercial paper program, which permits us to issue additional unsecured commercial notes up to a maximum aggregate amount of $ 1.5 billion (or foreign currency equivalent), which may be issued in

The notes offered under our European commercial paper program will rank pari passu with all of our other unsecured senior indebtedness, including borrowings under our revolving credit facility and our term loan, and our outstanding senior notes, including under our U.S.

Dollar-denominated commercial paper program.

Sale of Unconsolidated Joint Ventures

In July 2022, six of the seven properties owned by our industrial partnerships acquired in connection with the VEREIT merger were sold, with the seventh property expected to be sold later in the third quarter of 2022.

The gross purchase price for the properties is $ 905.0 million and our proportionate share of net proceeds (after mortgage defeasance and closing costs) is estimated to be approximately $ 120 million .

In October 2022, we declared a dividend of $ 0.2480 per share to our common stockholders, which will be paid in November 2022.

Note Issuance

In October 2022, we issued $ 750.0 million of 5.625 % senior unsecured notes due October 2032 (the "October 2032 Notes").

The public offering price for the October 2032 Notes was 99.879 % of the principal amount for an effective semi-annual yield to maturity of 5.641 %.

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-Q

Item 1. Financial Statements