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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-23 · 233 added, 134 removed, 278 unchanged (57% of the section changed)

3 unchanged sentences

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of and for the year ended December 31, 2021, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.

Based on the foregoing, our Chief

Executive Officer and Chie f Financial Officer concluded that our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

As of and for the quarter ended December 31, 2022, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2022 our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

7 unchanged sentences

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

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

Submitted on February 22, 2023 by,

1 unchanged sentence

Kelly, Executive Vice President, Chief Financial Officer, and Treasurer

Tabl e of Contents

Changes in Internal Controls

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

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

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

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

During the three months ended June 30, 2022, we integrated these two ERP platforms into one primary system.

We have updated our internal controls over financial reporting, as necessary, to accommodate modifications to our business processes for the integration of these parallel ERP systems into a central platform.

Except as described above, there have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

7 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The information required by this item is set forth under the captions “Board of Directors” and “Executive Officers of the Company” and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

The Annual Meeting of Stockholders is presently scheduled to be held on May 17, 2022.

Executive Compensation

4 unchanged sentences

The information required by this item is set forth under the caption “Related Party Transactions” in our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

Tabl e of Contents

Principal Accounting Fees and Services

18 unchanged sentences

All schedules, other than those indicated in the Table of Contents, have been omitted as the required information is either not material, inapplicable or the information is presented in the financial statements or related notes.

Articles of Incorporation and By-Laws

Articles of Incorporation and Bylaws

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

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

and VEREIT Operating Partnership, L.P (filed as exhibit 2.1 to the Company's Form 8-K, filed on April 30, 2021 (File No.

001-13374), and incorporated herein by reference).

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

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

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

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

and VEREIT Operating Partnership, L.P (filed as exhibit 2.1 to the Company's Form 8-K, filed on June 25, 2021 (File No.

001-13374), and incorporated herein by reference).

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

1 dated May 10, 2005 and amendment No.

2 dated May 10, 2005 (filed as exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2005 (File No.

2 dated May 10, 2005 (filed as exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2005, filed on August 3, 2005 (File No.

033-69410) and incorporated herein by reference).

5 unchanged sentences

001-13374) and incorporated herein by reference).

Tabl e of Contents

3.5 Amended and Restated Bylaws of the Company dated February 19, 2020 (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 20, 2020 (File No.

001-13374) and incorporated herein by reference).

3.6 Articles Supplementary dated June 30, 1998 establishing the terms of the Company's Class A Junior Participating Preferred Stock (filed as exhibit A to exhibit 1 of Form 8-A12B, filed on June 26, 1998 (File No.

3.6 Articles of Amendment dated May 17, 2022 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 19, 2022 (File No.

001-13374) and herein by reference.

3.7 Articles Supplementary dated June 30, 1998 establishing the terms of the Company's Class A Junior Participating Preferred Stock (filed as exhibit A to exhibit 1 to the Company's Form 8-A12B, filed on June 26, 1998 (File No.

001-13374) and incorporated herein by reference).

3.7 Articles Supplementary dated May 24, 1999 establishing the terms of the Company's 93/8% Class B Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 on Form 8-K, filed on May 25, 1999 (File No.

3.8 Articles Supplementary dated May 24, 1999 establishing the terms of the Company's 93/8% Class B Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 to the Company's Form 8-K, filed on May 25, 1999 (File No.

001-13374) and incorporated herein by reference).

3.8 Articles Supplementary dated July 28, 1999 establishing the terms of the Company's 91/2% Class C Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 on Form 8-K, filed on July 30, 1999 (File No.

3.9 Articles Supplementary dated July 28, 1999 establishing the terms of the Company's 91/2% Class C Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 to the Company's Form 8-K, filed on July 30, 1999 (File No.

001-13374) and incorporated herein by reference).

3.9 Articles Supplementary dated May 24, 2004 and the Articles Supplementary dated October 18, 2004 establishing the terms of the Company's 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock (filed as exhibit 3.8 on Form 8-A12B, filed on May 25, 2004 (File No.

3.10 Articles Supplementary dated May 24, 2004 and the Articles Supplementary dated October 18, 2004 establishing the terms of the Company's 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock (filed as exhibit 3.8 to the Company's Form 8-A12B, filed on May 25, 2004 (File No.

001-13374) and incorporated herein by reference).

3.10 Articles Supplementary dated November 30, 2006 establishing the terms of the Company's 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock (filed as exhibit 3.5 on Form 8-A12B, filed on December 5, 2006 (File No.

3.11 Articles Supplementary dated November 30, 2006 establishing the terms of the Company's 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock (filed as exhibit 3.5 to the Company's Form 8-A12B, filed on December 5, 2006 (File No.

001-13374) and incorporated herein by reference).

14 unchanged sentences

001-13374) and incorporated herein by reference).

4.5 Form of 3.875% Note due 2024 (filed as exhibit 4.2 to Company’s Form 8-K, filed on June 25, 2014 and incorporated herein by reference).

4.6 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.875% Notes due 2024” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on June 25, 2014 and incorporated herein by reference).

4.7 Form of 4.125% Note due 2026 (filed as exhibit 4.2 to Company’s Form 8-K, filed on September 23, 2014 and incorporated herein by reference).

4.8 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on September 23, 2014 and incorporated herein by reference).

4.9 Form of 3.000% Note due 2027 (filed as exhibit 4.2 to Company’s Form 8-K, filed on October 12, 2016 and incorporated herein by reference).

4.10 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.000% Notes due 2027” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 12, 2016 and incorporated herein by reference).

4.11 Form of 4.650% Note due 2047 (filed as exhibit 4.2 to Company’s Form 8-K, filed on March 15, 2017 and incorporated herein by reference).

4.12 Form of 4.125% Note due 2026 (filed as exhibit 4.3 to Company’s Form 8-K, filed on March 15, 2017 and incorporated herein by reference).

4.13 Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and The B ank of New York Mellon Trust Company, N.A.

as successor trustee, establishing a series of securities entitled “4.650% Notes due 2047” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.4 to Company’s Form 8-K, filed on March 15, 2017 and incorporated herein by reference).

4.14 Form of 3.650% Note due 2028 (filed as exhibit 4.2 to Company’s Form 8-K, filed on December 6, 2017 and incorporated herein by reference).

4.15 Form of 4.650% Note due 2047 (filed as exhibit 4.4 to Company’s Form 8-K, filed on December 6, 2017 and incorporated herein by reference).

4.16 Form of 3.875% Note due 2025 (filed as exhibit 4.2 to Company’s Form 8-K, filed on April 4, 2018 and incorporated herein by reference).

4.5 Form of 3.875% Note due 2024 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on June 25, 2014 (File No.

001-13374), and incorporated herein by reference).

4.7 Form of 4.125% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on September 23, 2014 (File No.

001-13374), and incorporated herein by reference).

001-11374), and incorporated herein by reference).

4.9 Form of 3.000% Note due 2027 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 12, 2016 (File No.

001-13374), and incorporated herein by reference).

4.11 Form of 4.650% Note due 2047 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 15, 2017 (File No.

001-13374), and incorporated herein by reference).

4.12 Form of 4.125% Note due 2026 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on March 15, 2017 (File No.

001-13374), and incorporated herein by reference).

4.13 Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A.

as successor trustee, establishing a series of securities entitled “3.875% Notes due 2025” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to Company’s Form 8-K, filed on April 4, 2018 and incorporated herein by reference).

4.18 Form of 3.250% Note due 2029 (filed as exhibit 4.2 to the Company's Form 8-K, filed on June 19, 2019 and incorporated herein by reference).

4.19 Officers’ Certificate pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.250% Notes due 2029." (filed as exhibit 4.3 to the Company's Form 8-K, filed on June 19, 2019 and incorporated herein by reference).

4.20* Description of Securities.

4.21 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on May 8, 2020 and incorporated herein by reference).

4.22 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 16, 2020 and incorporated herein by reference).

4.23 Officers' Certificate, dated May 8, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on May 8, 2020, and incorporated herein by reference).

4.24 Officers' Certificate, dated July 16, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, re-opening a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 16, 2020, and incorporated herein by reference).

4.25 Form of 1.625% Note due 2030 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 1, 2020 and incorporated herein by reference).

4.26 Officers’ Certificate dated October 1, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “1.625% Notes due 2030” (filed as an Exhibit 4.3 to the Company’s Form 8-K, filed on October 1, 2020 and incorporated herein by reference).

4.27 Form of 0.750% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 14, 2020 and incorporated herein by reference).

4.28 Form of 1.800% Note due 2033 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 14, 2020 and incorporated herein by reference).

4.29 Officers’ Certificate dated December 14, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of debt securities entitled “0.750% Notes due 2026” and a series of debt securities entitled “1.800% Notes due 2033” (filed as an Exhibit 4.4 to the Company's Form 8-K, filed on December 14, 2020 and incorporated herein by reference).

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

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

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

as successor trustee, establishing a series of securities entitled “4.650% Notes due 2047” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.4 to the Company’s Form 8-K, filed on March 15, 2017 (File No.

001-13374), and incorporated herein by reference).

4.14 Form of 3.650% Note due 2028 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 6, 2017 (File No.

001-13374), and incorporated herein by reference).

4.15 Form of 4.650% Note due 2047 (filed as exhibit 4.4 to the Company’s Form 8-K, filed on December 6, 2017 (File No.

001-13374), and incorporated herein by reference).

4.16 Form of 3.875% Note due 2025 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on April 4, 2018 (File No.

001-13374), and incorporated herein by reference).

Tabl e of Contents

4.17 Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A.

as successor trustee, establishing a series of securities entitled “3.875% Notes due 2025” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on April 4, 2018 (File No.

001-13374), and incorporated herein by reference).

4.18 Form of 3.250% Note due 2029 (filed as exhibit 4.2 to the Company's Form 8-K, filed on June 16, 2019 (File No.

001-13374), and incorporated herein by reference).

4.20 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on May 8, 2020 (File No.

001-13374), and incorporated herein by reference).

4.21 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 16, 2020 (File No.

001-13374), and incorporated herein by reference).

4.22 Officers' Certificate, dated May 8, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on May 8, 2020, (File No.

001-13374), and incorporated herein by reference).

4.23 Officers' Certificate, dated July 16, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, re-opening a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 16, 2020, (File No.

001-13374), and incorporated herein by reference).

4.24 Form of 1.625% Note due 2030 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 1, 2020 (File No.

001-13374), and incorporated herein by reference).

4.25 Officers’ Certificate dated October 1, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “1.625% Notes due 2030” (filed as an Exhibit 4.3 to the Company’s Form 8-K, filed on October 1, 2020 (File No.

001-13374), and incorporated herein by reference).

4.26 Form of 0.750% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 14, 2020 (File No.

001-13374), and incorporated herein by reference).

4.27 Form of 1.800% Note due 2033 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 14, 2020 (File No.

001-13374), and incorporated herein by reference).

4.28 Officers’ Certificate dated December 14, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of debt securities entitled “0.750% Notes due 2026” and a series of debt securities entitled “1.800% Notes due 2033” (filed as an Exhibit 4.4 to the Company's Form 8-K, filed on December 14, 2020 (File No.

001-13374), and incorporated herein by reference).

4.29 Officers’ Certificate dated July 13, 2021 pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new series of debt securities entitled “1.125% Notes due 2027” and a new series of debt securities entitled “1.750% Notes due 2033.” (filed as Exhibit 4.4 to the Company's Form 8-K, filed on July 13, 2021 (File No.

001-13374), and incorporated herein by reference).

4.30 Form of 1.125% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 13, 2021 (File No.

001-13374), and incorporated herein by reference)

4.31 Form of 1.750% Notes due 2033 (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 13, 2021 (File No.

001-13374), and incorporated herein by reference)

4.32 Form of 1.875% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on January 14, 2022 (File No.

001-13374), and incorporated herein by reference).

4.33 Form of 2.500% Notes due 2042 (filed as exhibit 4.3 to the Company's Form 8-K, filed on January 14, 2022 (File No.

001-13374), and incorporated herein by reference).

4.34 Officers’ Certificate dated January 14, 2022, pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new series of debt securities entitled “1.875% Notes due 2027” and a new series of debt securities entitled “2.500% Notes due 2042” (filed as exhibit 4.4 to the Company’s Form 8-K, filed on January 14, 2022 (File No.

001-13374), and incorporated herein by reference).

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

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

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

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

Bank National Association, as trustee (filed as exhibit 4.1 to VEREIT, Inc.'s Form 8-K, filed on February 7, 2014 (File No.

001-35263), and incorporated herein by reference).

4.36 Officers’ Certificate, dated as of February 6, 2014 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on February 7, 2014 (File No.

001-35263), and incorporated herein by reference).

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

Bank National Association (filed as exhibit 4.

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

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

2 to VEREIT , Inc.

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

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

2 to VEREIT, Inc.

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

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

2 to VEREIT, Inc.

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

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

2 to VEREIT, Inc.

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

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

2 to VEREI T, Inc .

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

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

2 to VEREIT, Inc.

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

Bank National Association (filed as exhibit 4.1 to VEREIT, Inc.'s Form 8-K, filed on February 13, 2015 (File No.

001-35263), and incorporated herein by reference).

4.38 Officers’ Certificate, dated as of June 2, 2016 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on June 3, 2016 (File No.

001-35263), and incorporated herein by reference).

4.39 Officers’ Certificate, dated as of August 11, 2017 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on August 11, 2017 (File No.

001-35263), and incorporated herein by reference).

4.40 Officers’ Certificate, dated as of October 16, 2018 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on October 16, 2018 (File No.

001-35263), and incorporated herein by reference).

4.41 Officers’ Certificate, dated as of December 4, 2019 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on December 4, 2019 (File No.

001-35263), and incorporated herein by reference).

4.42 Officers’ Certificate, dated as of June 29, 2020 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on June 29, 2020 (File No.

001-35263), and incorporated herein by reference).

Tabl e of Contents

4.43 Officers’ Certificate, dated as of November 17, 2020 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on November 17, 2020 (File No.

001-35263), and incorporated herein by reference) .

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

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

Bank National Association, as trustee (filed as exhibit 4.10 to the Company's Form 8-K, filed on November 1, 2021 (File No.

001-13374), and incorporated herein by reference) .

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

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

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

Bank National Association, as trustee (filed as exhibit 4.1 to the Company's Form 8-K, filed on November 15, 2021 (File No.

001-13374), and incorporated herein by reference).

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

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

(filed as exhibit 4.2 to the Company's Form 8-K, filed on November 15, 2021 (File No.

001-13374), and incorporated herein by reference).

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

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

(filed as exhibit 4.3 to the Company's Form 8-K, filed on November 15, 2021 (File No.

001-13374), and incorporated herein by reference).

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

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

(filed as exhibit 4.4 to the Company's Form 8-K, filed on November 15, 2021 (File No.

001-13374), and incorporated herein by reference).

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

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

(filed as exhibit 4.5 to the Company's Form 8-K, filed on November 15, 2021 (File No.

001-13374), and incorporated herein by reference).

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

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

(filed as exhibit 4.6 to the Company's Form 8-K, filed on November 15, 2021 (File No.

001-13374), and incorporated herein by reference).

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

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

(filed as exhibit 4.7 to the Company's Form 8-K, filed on November 15, 2021 (File No.

001-13374), and incorporated herein by reference).

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

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

(filed as exhibit 4.8 to the Company's Form 8-K, filed on November 15, 2021 (File No.

001-13374), and incorporated herein by reference).

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

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

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

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

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

(filed as exhibit 4.9 to the Company's Form 8-K, filed on November 15, 2021 (File No.

001-13374), and incorporated herein by reference).

4.54 Form of 5.625% Notes due October 13, 2032.

(filed as exhibit 4.2 to the Company's Form 8-K, filed on October 13, 2022 (File No.

001-13374), and incorporated herein by reference).

4.55 Officers’ Certificate dated October 13, 2022 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.625% Notes due 2032” and including the form of debt securities of such series (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 13, 2022 (File No.

001-13374), and incorporated herein by reference)

4.56 Form of 5.050% Note due 2026 issued on January 13, 2023 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on January 13, 2023 (File No.

001-13374) and incorporated herein by reference) .

4.57 Form of 4.850% Note due 2030 issued on January 13, 2023 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on January 13, 2023 (File No.

001-13374) and incorporated herein by reference) .

4.58 Officers’ Certificate dated January 13, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.050% Notes due 2026” and a new series of debt securities entitled “4.850% Notes due 2030” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on January 13, 2023 (File No.

001-13374) and incorporated herein by reference).

4.59* Description of Securities.

Material Contracts

10.1+ Realty Income Corporation 2012 Incentive Award Plan (filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed on March 30, 2012 and incorporated herein by reference).

10.1+ Realty Income Corporation 2012 Incentive Award Plan (filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed on March 30, 2012 (File No.

001-13374) and incorporated herein by reference).

10.2+ Form of Restricted Stock Agreement for Employees under the Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 8, 2013 (File No.

4 unchanged sentences

001-13374) and incorporated herein by reference).

10.5+ Amended and Restated Form Indemnification Agreement, between the Company and each executive officer and each director of the Board of Directors of the Company (filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 30, 2014 and incorporated herein by reference).

10.6+ Form of Performance Share Award Agreement (filed as exhibit 10.1 to the Company’s Form 10-Q, filed on April 30, 2015 and incorporated herein by reference).

001-13374) and incorporated herein by reference).

10.6+ Form of Performance Share Award Agreement (filed as exhibit 10.1 to the Company’s Form 10-Q, filed on April 30, 2015 (File No.

001-13374) and incorporated herein by reference).

10.7+ Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on February 23, 2015, as a prospectus supplement to the Company’s prospectus dated February 22, 2013 (File No.

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333-186788) and incorporated herein by reference).

10.9+ Form of Restricted Stock Agreement (filed as exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, 2015 and incorporated herein by reference).

10.10+ Form of Restricted Stock Unit Award Agreement (filed as exhibit 10.31 to the Company’s Form 10-K for the year ended December 31, 2015 and incorporated herein by reference).

10.9+ Form of Restricted Stock Agreement (filed as exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, 2015 , filed on February 11, 2016 (File No.

001-13374) and incorporated herein by reference).

10.10+ Form of Restricted Stock Unit Award Agreement (filed as exhibit 10.31 to the Company’s Form 10-K for the year ended December 31, 2015 , filed on February 11, 2 016 (file No.

001-13374) and incorporated herein by reference).

Tabl e of Contents

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

(filed as exhibit 10.33 to the Company’s Form 10-K, filed on February 23, 2017 and incorporated herein by reference).

10.12+ Second Amendment to Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on February 17, 2017 and incorporated herein by reference).

10.13+ Form of Performance Share Award Agreement (filed as exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2017 and incorporated herein by reference).

10.14+ Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed on January 18, 2019 and incorporated herein by reference).

10.15+ Form of Participation Agreement to Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.2 to the Company's Form 8-K, filed on January 18, 2019 and incorporated herein by reference).

10.16+ Severance Agreement and General Release dated January 29, 2020 (filed as exhibit 10.1 to the Company's Form 8-K, filed on January 30, 2020 and incorporated herein by reference).

(filed as exhibit 10.33 to the Company’s Form 10-K, filed on February 23, 2017 (File No.

001-13374) and incorporated herein by reference).

10.12+ Second Amendment to Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on February 17, 2017 (File No.

001-13374) and incorporated herein by reference).

10.13+ Form of Performance Share Award Agreement (filed as exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2017 , filed on April 30, 2017 ( File No.

001-13374) and incorporated herein by reference).

10.14+ Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed on January 18, 2019 ( File No.

001 -13374) and incorporated herein by reference).

10.15+ Form of Participation Agreement to Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.2 to the Company's Form 8-K, filed on January 18, 2019 (File No.

001-13374) and incorporated herein by reference).

10.16+ Severance Agreement and General Release dated January 29, 2020 (filed as exhibit 10.1 to the Company's Form 8-K, filed on January 30, 2020 (File No.

001-13374) and incorporated herein by reference).

10.17+ Participation Agreement to Realty Income Executive Severance Plan, dated as of October 12, 2020, by and between Realty Income Corporation and Christie B.

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

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

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

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

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

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

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

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

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

10.26 Second Amended and Restated Credit Agreement dated August 7, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed on August 12, 2019 and incorporated herein by reference).

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

(filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 13, 2020 (File No.

001-1 3374) and incorporated herein by reference) .

10.18+ Realty Income Corporation 2021 Incentive Award Plan (filed as Appendix B to the Company's Proxy Statement on Schedule 14A filed on April 01, 2021 (File No.

001-13374) and incorporated herein by reference).

10.19+ First Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as e xhibit 10.1 to the Company's Form 8-K, filed on November 1, 2021 (File No.

001-13374) and incorporated herein by reference).

333-256254) and incorporated herein by reference).

10.21+ Form of Restricted Stock Agreement for Executives under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.21 to the Company’s Form 10-K for the year ended December 31, 2021, filed on February 23, 2022 (File No.

001-13374) and incorporated herein by reference).

10.22+ Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Executives under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.22 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No.

001-13374) and incorporated herein by reference) .

10.23+ Form of November 15, 2021 Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.23 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No.

001-13374) and incorporated herein by reference).

10.24+ Form of Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.24 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No.

001-13374) and incorporated herein by reference).

10.25+* Form of Restricted Stock Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan.

10.26+* Form of Restricted Stock Agreement for Executive Officers (Christie Kelly) under the Realty Income Corporation 2021 Incentive Award Plan.

10.27+* Form of Performance Share Award Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan.

10.28+* Form of Performance Share Award Agreement for Executive Officers (Christie Kelly) under the Realty Income Corporation 2021 Incentive Award Plan.

10.29+* Realty Income Corporation Retirement Policy, effective as of November 7, 2022.

10.30 Consent Letter, dated July 20, 2021, among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as E xhibit 10.1 to the Company's Form 8-K filed on July 22, 2021 ( File No.

001 -13374) and incorporated herein by reference).

10.31 Second Amended and Restated Credit Agreement dated August 7, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed on August 12, 2019 (File No.

001-13374) and incorporated herein by reference).

10.32 First Amendment to the Second Amended and Restated Credit Agreement dated December 22, 2021 (filed as exhibit 10.1 to the Company's Form 8-K, filed on December 2 8 , 2021 (File No.

001-13374) and incorporated herein by reference).

10.33 Third Amended and Restated Credit Agreement among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as exhibit 10.1 to the Company’s Form 8-K filed on April 28, 2022 (File No.

001-13374) and incorporated herein by reference).

10.34 Term Loan Agreement, dated January 6, 2023, by and among Realty Income Corporation, as borrower, the lender parties thereto, as lenders, and Toronto Dominion (Texas) LLC, as administrative agent (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 6, 2023 (File NO.

001-13374) and incorporated herein by reference).

Subsidiaries of the Registrant

2 unchanged sentences

23.1* Consent of Independent Registered Public Accounting Firm.

23.2* Consent of Independent Registered Public Accounting Firm.

23.3* Consent of Independent Registered Public Accounting Firm.

Certifications

1 unchanged sentence

33-8212 and 34-47551.

Tabl e of Contents

31.2* Rule 13a-14(a) Certifications as filed by the Chief Financial Officer pursuant to SEC release No.

33-8212 and 34-47551.

32* Section 1350 Certifications as furnished by the Chief Executive Officer and the Chief Financial Officer pursuant to SEC release No.

33-8212 and 34-47551.

32* Section 1350 Certifications as furnished by the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Interactive Data Files

101* The following materials from Realty Income Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Extensible Business Reporting Language:

101* The following materials from Realty Income Corporation’s Annual Report on Form 10-K for the period ended December 31, 2022 formatted in Inline Extensible Business Reporting Language:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements, and (vi) Schedule III Real Estate And Accumulated Depreciation .

104* The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline Extensible Business Reporting Language.

104* The cover page from the Company's Annual Report on Form 10-K for the period ended December 31, 2022, formatted in Inline Extensible Business Reporting Language.

* Filed herewith.

1 unchanged sentence

Form 10-K Summary

Tabl e of Contents

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Non-Executive Chairman of the Board of Directors

/s/KATHLEEN R.

February 23, 2022

/s/PRISCILLA ALMODOVAR Date:

23 unchanged sentences

February 22, 2023

Tabl e of Contents

/s/SUMIT ROY Date:

17 unchanged sentences

Aerospace 6 24,133 9,280 104,596 3,092 — 9,280 107,688 116,968 38,709 1951 - 2013 6/20/2011 - 11/1/2021

Apparel stores 61 58,252 133,371 388,122 3,611 199 133,371 391,932 525,303 54,990 1972 - 2021 10/30/1987 - 9/29/2021

Automotive collision services 139 — 100,475 232,512 2,688 10 100,475 235,210 335,685 41,218 1920 - 2020 8/30/2002 - 12/17/2021

Apparel 64 53,577 144,586 407,383 4,256 199 144,586 411,838 556,424 66,728 1962 - 2022 10/30/1987 - 9/29/2022

Automotive Collision Service 187 — 130,102 281,957 6,907 10 130,102 288,874 418,976 51,722 1920 - 2021 8/30/2002 - 12/28/2022

Automotive Parts 408 — 161,438 387,335 5,568 827 161,438 393,730 555,168 99,794 1969 - 2020 8/6/1987 - 11/10/2022

1 unchanged sentence

Automotive Tire Services 249 — 202,115 429,838 22,636 83 202,115 452,557 654,672 145,128 1947 - 2022 11/27/1985 - 10/3/2022

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

Beverage 18 — 183,323 185,539 — — 183,323 185,539 368,862 54,313 1950 - 2020 6/25/2010 - 6/28/2022

Child Care 321 — 147,817 344,390 4,903 769 147,817 350,062 497,879 118,998 1957 - 2022 12/22/1981 - 11/10/2022

13 unchanged sentences

General Merchandise 250 7,592 401,176 1,089,731 44,930 535 401,176 1,135,196 1,536,372 141,268 1954 - 2022 8/6/1987 - 12/20/2022

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

Gaming 1 — 419,464 1,277,403 — — 419,464 1,277,403 1,696,867 4,258 2019 12/1/2022

Grocery 234 72,426 570,474 1,453,526 2,783 325 570,474 1,456,634 2,027,108 240,001 1947 - 2021 9/30/2003 - 12/7/2022

Health and Beauty 6 — 4,930 47,836 157 — 4,930 47,993 52,923 6,710 1999 - 2017 2/23/1999 - 11/1/2021

9 unchanged sentences

Other Manufacturing 15 — 27,768 200,933 1,663 240 27,768 202,836 230,604 18,816 1979 - 2018 1/22/2013 - 12/15/2022

Packaging 11 1,430 32,527 178,997 2,480 — 32,527 181,477 214,004 38,907 1965 - 2016 6/3/2011 - 12/20/2017

REALTY INCOME CORPORATION AND SUBSIDIARIES

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

As of December 31, 2022

2 unchanged sentences

Description Number of Properties (Note 1) Encumbrances (Note 2) Land Buildings, Improvements and Acquisition Fees Improvements Carrying Costs Land Buildings, Improvements and Acquisition Fees Total Accumulated Depreciation (Note 5) Date of Construction Date Acquired

Packaging 12 $ 1,059 $ 35,530 $ 190,280 $ 2,480 $ — $ 35,530 $ 192,760 $ 228,290 $ 45,011 1965 - 2016 6/3/2011 - 8/29/2022

Paper 2 — 2,462 11,935 45 — 2,462 11,980 14,442 4,693 2002 - 2006 5/2/2011 - 12/21/2012

Pet Supplies and Services 128 2,509 121,395 327,677 6,331 239 121,395 334,247 455,642 40,529 1945 - 2022 12/22/1981 - 12/14/2022

Restaurants - casual dining 872 12,823 682,720 1,473,921 ( 1,305 ) 1,635 682,720 1,474,251 2,156,971 140,937 1965 - 2018 5/16/1984 - 12/22/2021

Restaurants-Casual 840 12,823 653,289 1,453,831 ( 1,881 ) 1,577 653,289 1,453,527 2,106,816 199,179 1965 - 2018 5/16/1984 - 12/22/2021

Restaurants-Quick Service 1,832 — 939,782 1,964,726 1,598 174 939,782 1,966,498 2,906,280 263,921 1926 - 2022 12/9/1976 - 11/10/2022

5 unchanged sentences

Warehousing and Storage 3 — 2,157 21,319 — — 2,157 21,319 23,476 3,161 1967 - 2016 4/1/2003 - 4/5/2022

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

Wholesale Club 54 6,787 306,006 713,020 — — 306,006 713,020 1,019,026 149,815 1985 - 2019 9/30/2011 - 8/11/2022

Other 15 — 23,403 50,498 1,396 — 23,403 51,894 75,297 9,297 1986 - 2021 8/18/1986 - 11/1/2021

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

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

Apparel 2 — 13,704 47,956 — — 13,704 47,956 61,660 2,001 2004 - 2005 4/19/2021 - 3/25/2022

Automotive Parts 1 — 1,705 2,296 — — 1,705 2,296 4,001 49 1996 6/17/2022

Automotive Tire Services 3 — 1,615 4,925 — — 1,615 4,925 6,540 353 1974 - 1994 3/9/2021

Consumer Electronics 1 — 4,845 6,964 — — 4,845 6,964 11,809 230 2006 3/4/2022

Convenience Stores 1 — 2,933 2,369 — — 2,933 2,369 5,302 99 2020 12/21/2021

Diversified Industrial 2 — 21,152 12,460 — — 21,152 12,460 33,612 771 2016 - 2020 7/22/2021 - 5/6/2022

Energy 1 — 9,045 10,100 — — 9,045 10,100 19,145 391 2016 - 2020 7/22/2021 - 5/6/2022

Entertainment 1 — 21,536 33,947 — — 21,536 33,947 55,483 1,313 1993 1/13/2022

Food Processing 5 — 29,549 69,108 — — 29,549 69,108 98,657 2,481 1950 - 2000 11/30/2021 - 2/10/2022

General Merchandise 12 — 79,154 61,966 — — 79,154 61,966 141,120 2,129 1980 - 2021 8/25/2021 - 6/22/2022

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

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

Grocery 125 36,939 1,053,299 1,506,227 8,950 — 1,053,299 1,515,177 2,568,476 104,530 1910 - 2022 5/23/2019 - 12/23/2022

Health and Fitness 1 — 21,214 17,053 — — 21,214 17,053 38,267 525 2020 3/24/2022

Health Care 6 — 25,694 49,523 — — 25,694 49,523 75,217 2,193 1970 - 2006 3/23/2020 - 9/7/2022

1 unchanged sentence

Home Improvement 70 — 562,014 607,373 319 — 562,014 607,692 1,169,706 30,222 1890 - 2016 7/31/2020 - 12/21/2022

Motor Vehicle Dealerships 3 — 15,490 26,624 — — 15,490 26,624 42,114 712 1990 - 2005 2/11/2022 - 9/27/2022

Other Manufacturing 2 — 38,006 12,457 — — 38,006 12,457 50,463 315 1912 - 1968 4/6/2022 - 6/22/2022

Restaurants-Quick Service 1 — 675 1,797 — — 675 1,797 2,472 140 2007 3/17/2021

Sporting Goods 11 — 48,036 106,656 13,800 — 48,036 120,456 168,492 1,595 1950 - 2023 4/12/2022 - 12/8/2022

Theaters 1 — 1,376 — — — 1,376 — 1,376 — 2011 12/18/2019

Transportation Services 3 — 12,617 18,972 5,614 — 12,617 24,586 37,203 327 1970 1/6/2022 - 12/22/2022

Warehousing and Storage 1 — 49,873 46,273 — — 49,873 46,273 96,146 2,369 2002 3/11/2021

Wholesale Club 7 — 55,554 81,158 — — 55,554 81,158 136,712 568 1973 - 2002 10/28/2022

12,238 $ 842,343 $ 12,960,754 $ 29,445,148 $ 275,991 $ 7,806 $ 12,960,754 $ 29,728,945 $ 42,689,699 $ 4,908,658

REALTY INCOME CORPORATION AND SUBSIDIARIES

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION

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

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

As of December 31, 2022

(dollars in thousands)

Realty Income Corporation owns or holds interests in 11,813 single-client properties in the United States and Puerto Rico, our corporate headquarters property in San Diego, California, 141 single-client properties in the United Kingdom, 51 single-client properties in Spain and seven properties in Italy.

Crest Net Lease, Inc.

owns 8 single-client properties in the United States.

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

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

owns six single-client properties in the United States.

Realty Income Corporation also owns or holds interests in 147 multi-client properties located in the United States, 71 multi-client properties located in the United Kingdom and one multi-client property located in Spain.

Includes mortgages payable secured by 136 properties and excludes unamortized premium and deferred financing costs of $ 11.6 million.

The aggregate cost for federal income tax purposes for Realty Income Corporation is $ 47.6 billion and for Crest Net Lease, Inc.

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Merger Additions (1)

— 11,722,801 —

Less amounts allocated to acquired lease intangible assets and liabilities on our Consolidated Balance Sheets ( 625,730 ) ( 826,064 ) ( 382,850 )

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Balance at Close of Period $ 42,689,699 $ 35,952,659 $ 21,048,334

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

REALTY INCOME CORPORATION AND SUBSIDIARIES

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

As of December 31, 2022

(dollars in thousands)

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

1 unchanged sentence

and Orion Office REIT Inc.

(2) 2022 includes reclassification of $ 3.3 million right of use assets under finance leases, $ 43.0 million mortgage assumption, and $ 51.2 million RI Ops LP Units.

2021 includes $ 20.1 million right of use assets under finance leases and $ 43.7 million mortgage assumption.

(3) The year ended 2022 includes $ 13.6 million for building razed and $ 25.9 million of impairment.

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

The year ended 2020 includes $ 147.2 million of impairment.

The year ended 2019 includes a reclassification of $ 36.9 million of right of use assets under finance leases in accordance with the adoption of ASC 842, Leases , on January 1, 2019.

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

6 unchanged sentences

Balance at Close of Period $ 4,908,658 $ 3,963,753 $ 3,563,178

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

Please see note 2, Summary of Significant Accounting Policies and Procedures and New Accounting Standards , to our consolidated financial statements for information regarding lives used for depreciation and amortization.

In 2022, provisions for impairment were recorded on 94 Realty Income properties.

3 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures