What changed in this filing

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Item 1. Financial Statements

2023-05-04 compared with 2022-11-03 · 301 added, 542 removed, 507 unchanged (62% of the section changed)

3 unchanged sentences

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Real estate held for investment, at cost:

9 unchanged sentences

Goodwill 3,731,478 3,731,478

Investment in unconsolidated entities — 140,967

Other assets, net 2,366,551 2,252,227

10 unchanged sentences

Total liabilities 21,714,100 20,829,803

Commitments and contingencies

Commitments and contingencies (Note 16)

Stockholders’ equity:

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

Common stock and paid in capital, par value $ 0.01 per share, 1,300,000,000 shares authorized, 673,206,775 and 660,300,195 shares issued and outstanding as of March 31, 2023, and December 31, 2022, respectively

34,958,608 34,159,509

Distributions in excess of net income ( 5,772,923 ) ( 5,493,193 )

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

Accumulated other comprehensive income 73,421 46,833

Total stockholders’ equity 29,259,106 28,713,149

6 unchanged sentences

(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

Three months ended March 31,

Rental (including reimbursable) $ 925,289 $ 799,565

9 unchanged sentences

Gain on sales of real estate 4,279 10,156

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 )

Equity in income and impairment of investment in unconsolidated entities ( 662 ) — ( 6,335 ) —

Foreign currency and derivative gain (loss), net 10,322 ( 590 )

Equity in income of unconsolidated entities — 954

Other income, net 2,730 1,852

9 unchanged sentences

Diluted 661,238,844 594,041,839

Other comprehensive income:

Net income available to common stockholders $ 225,016 $ 199,369

Total other comprehensive income:

Foreign currency translation adjustment 28,750 ( 10,706 )

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

Unrealized (loss) gain on derivatives, net ( 2,162 ) 43,690

Total other comprehensive income $ 26,588 $ 32,984

Comprehensive income available to common stockholders $ 251,604 $ 232,353

3 unchanged sentences

(dollars in thousands) (unaudited)

Three months ended September 30, 2022, and 2021

Three months ended March 31, 2023, and 2022

capital Distributions

net income Accumulated

comprehensive income (loss) Total

comprehensive income Total

stockholders’

1 unchanged sentence

interests Total

Balance, June 30, 2022

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

Net income — — 219,567 — 219,567 720 220,287

Other comprehensive loss — — — ( 47,317 ) ( 47,317 ) — ( 47,317 )

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

Share-based compensation, net

( 457 ) 4,978 — — 4,978 — 4,978

Balance, September 30, 2022

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

Balance, June 30, 2021

Balance, December 31, 2021

591,261,991 $ 29,578,212 $ ( 4,530,571 ) $ 4,933 $ 25,052,574 $ 76,826 $ 25,129,400

4 unchanged sentences

Share-based compensation, net

Balance, September 30, 2021

132,782 ( 1,882 ) — — ( 1,882 ) — ( 1,882 )

Nine months ended September 30, 2022 and 2021

capital Distributions

net income Accumulated

comprehensive

income (loss) Total

stockholders’

equity Noncontrolling

interests Total

Balance, December 31, 2021 591,261,991 $ 29,578,212 $ ( 4,530,571 ) $ 4,933 $ 25,052,574 $ 76,826 $ 25,129,400

Net income — — 642,143 — 642,143 1,937 644,080

Other comprehensive income — — — ( 29,871 ) ( 29,871 ) — ( 29,871 )

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, September 30, 2022

Balance, March 31, 2022

601,566,581 $ 30,236,374 $ ( 4,772,112 ) $ 37,917 $ 25,502,179 $ 76,546 $ 25,578,725

Balance, December 31, 2022

660,300,195 $ 34,159,509 $ ( 5,493,193 ) $ 46,833 $ 28,713,149 $ 130,140 $ 28,843,289

Net income — — 225,016 — 225,016 1,106 226,122

2 unchanged sentences

Share issuances, net of costs 12,706,141 798,901 — — 798,901 — 798,901

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

Share-based compensation, net 200,439 198 — — 198 — 198

Balance, September 30, 2021

Balance, March 31, 2023

673,206,775 $ 34,958,608 $ ( 5,772,923 ) $ 73,421 $ 29,259,106 $ 128,232 $ 29,387,338

3 unchanged sentences

(dollars in thousands) (unaudited)

Nine months ended September 30,

Three months ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Non-cash revenue adjustments ( 19,127 ) ( 14,180 )

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

Amortization of net premiums on mortgages payable ( 3,200 ) ( 3,561 )

1 unchanged sentence

Amortization of deferred financing costs 6,474 3,445

Loss on interest rate swaps 2,181 2,179

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

(Loss) gain on interest rate swaps ( 1,801 ) 722

Foreign currency and unrealized derivative (gain) loss, net ( 8,942 ) 590

Gain on sales of real estate ( 4,279 ) ( 10,156 )

Equity in income and impairment of investment in unconsolidated entities 6,335 —

Equity in income of unconsolidated entities — ( 954 )

Distributions from unconsolidated entities — 729

8 unchanged sentences

Proceeds from sales of real estate 28,594 122,235

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 6,282 15,892

5 unchanged sentences

Payments on line of credit and commercial paper programs ( 5,690,060 ) ( 2,328,990 )

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

Principal payment on notes payable — ( 950,000 )

Proceeds from term loan 1,029,383 —

Proceeds from notes payable issued 1,090,968 676,631

Principal payments on mortgages payable ( 1,233 ) ( 43,589 )

Payments upon extinguishment of debt — ( 51,218 )

Proceeds from common stock offerings, net 796,190 656,094

1 unchanged sentence

Distributions to noncontrolling interests ( 1,479 ) ( 882 )

Net receipts on derivative settlements 7,474 2,463

Net (payments) receipts on derivative settlements ( 6,452 ) 903

Debt issuance costs ( 16,603 ) ( 9,692 )

2 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 13,545 ( 6,063 )

Net decrease in cash, cash equivalents and restricted cash ( 43,456 ) ( 304,581 )

Net increase (decrease) in cash, cash equivalents and restricted cash 16,884 ( 89,519 )

Cash, cash equivalents and restricted cash, beginning of period 226,881 332,369

Cash, cash equivalents and restricted cash, end of period $ 243,765 $ 242,850

For supplemental disclosures, see note 16.

For supplemental disclosures, see note 14, S upplemental Disclosures of Cash Flow Information .

The accompanying notes to consolidated financial statements are an integral part of these statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

March 31, 2023

Basis of Presentation

The consolidated financial statements of Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”) were prepared from our books and records without audit and include all adjustments (consisting of only normal recurring accruals) necessary to present a fair statement of results for the interim periods presented.

Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”) was founded in 1969 and is organized as a Maryland corporation.

We invest in commercial real estate and have elected to be taxed as a real estate investment trust ("REIT").

We are listed on the New York Stock Exchange ("NYSE") under the symbol “O”.

Our accompanying unaudited consolidated financial statements were prepared from our books and records in accordance with accounting principles generally accepted in the United States of America ("U.S.

In the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary to present a fair statement of results for the interim periods presented have been included.

Operating results for the three months ended March 31, 2023 are not necessarily an indication of the results that may be expected for the entire year.

Readers of this quarterly report should refer to our audited consolidated financial statements for the year ended December 31, 2022, which are included in our 2022 Annual Report on Form 10-K , as certain disclosures that would substantially duplicate those contained in the audited financial statements have not been included in this report.

Dollar (“USD”) is our reporting currency.

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.

dollar, we translate their financial statements into U.S.

dollars at the time we consolidate those subsidiaries’ financial statements.

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

We report our results in a single reportable segment, which reflects how our chief operating decision maker allocates resources and assesses our performance.

For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements into USD at the time we consolidate those subsidiaries’ financial statements.

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 (loss)', or AOCI, in the consolidated balance sheets.

The resulting translation adjustments are included in 'Accumulated other comprehensive income', ("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 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.

Summary of Significant Accounting Policies and Procedures and New Accounting Standards

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

Intercompany accounts and transactions are eliminated in consolidation.

Principles of Consolidation.

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Noncontrolling interests are reflected on our consolidated balance sheets as a component of equity.

Noncontrolling interest that was created or assumed as part of a business combination or asset acquisition was recognized at fair value as of the date of the transaction (see note 11, Noncontrolling Interests ).

Noncontrolling interests that were created or assumed as part of a business combination or asset acquisition were recognized at fair value as of the date of the transaction (see note 9, Noncontrolling Interests ).

At March 31, 2023, Realty Income, L.P.

and certain investments, including investments in joint ventures, 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 in the consolidated balance sheets at March 31, 2023, and December 31, 2022 (in thousands):

March 31, 2023 December 31, 2022

Net real estate

$ 926,907 $ 920,032

$ 1,075,099 $ 1,082,346

Total liabilities

$ 56,905 $ 60,127

Income Taxes.

We have elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended.

We have elected to be taxed as a REIT, under the Internal Revenue Code of 1986, as amended.

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.

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

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

income taxes on such income.

However, we are liable for taxes in the United Kingdom and Spain.

Accordingly, a provision has been made for U.K.

and Spain income taxes, as well as U.S.

income taxes on our taxable REIT subsidiaries, but no provision was made for U.S.

income taxes for our U.S.

Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements, except for federal income taxes of our taxable REIT subsidiaries ("TRS").

A TRS is a subsidiary of a REIT that is subject to federal, state and local income taxes, as applicable.

Our use of TRS entities enables us to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings.

For our international territories, we are liable for taxes in the United Kingdom and Spain.

Accordingly, provisions have been made for U.K.

and Spain income taxes.

Therefore, the income taxes recorded on our consolidated statements of income and comprehensive income represent amounts accrued or paid by Realty Income and its subsidiaries for U.S.

income taxes on our TRS entities, city and state income and franchise taxes, and income taxes for the U.K.

Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes primarily due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.

We regularly analyze our various international, federal and state filing positions and only recognize the income tax effect in our financial statements when certain criteria regarding uncertain income tax positions have been met.

We believe that our income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities.

Therefore, no provisions for uncertain tax positions have been recorded on our consolidated financial statements.

Lease Revenue Recognition and Accounts Receivable.

The majority of our leases are accounted for as operating leases.

Under this method, leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term.

Any rental revenue contingent upon our client’s sales, or percentage rent, is recognized only after our client exceeds their sales breakpoint.

Rental increases based upon changes in the consumer price indexes are recognized only after the changes in the indexes have occurred and are then applied according to the lease agreements.

Contractually obligated rental revenue from our clients for recoverable real estate taxes and operating expenses are included in contractually obligated reimbursements by our clients, a component of rental revenue, in the period when such costs are incurred.

Taxes and operating expenses paid directly by our clients are recorded on a net basis.

Other revenue includes certain property-related revenue not included in rental revenue and interest income recognized on financing receivables for certain leases with above-market terms.

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.

1 unchanged sentence

We assess the collectability of our future lease payments based on an analysis of creditworthiness, economic trends (including trends arising from the COVID-19 pandemic) and other facts and circumstances related to the applicable clients.

If we conclude the collection of substantially all lease payments under a lease is less than probable, rental revenue recognized for that lease is limited to cash received going forward, existing operating lease receivables, including those related to straight-line rental revenue, must be written off as an adjustment to rental revenue, and no further operating lease receivables are recorded for that lease until such future determination is made that substantially all lease payments under that lease are now considered probable.

If we subsequently conclude that the collection of substantially all lease payments under a lease is probable, a reversal of lease receivables previously written off is recognized.

3 unchanged sentences

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

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.

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 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 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 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.

We are engaged in a single business activity, which is the leasing of property to clients, generally on a net basis (whereby clients are responsible for property taxes, insurance and maintenance costs).

That business activity spans various geographic boundaries and includes property types and clients engaged in various industries, but ultimately all business activity involves similar economic characteristics of owning and leasing commercial properties under long-term, net lease agreements.

Therefore, we aggregate these business activities for reporting purposes and operate in one operating and reportable segment.

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 .

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

The guidance is optional and is effective between March 12, 2020, and December 31, 2022.

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

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.

The adoption of this guidance had no impact on our consolidated financial statements.

Merger with VEREIT, Inc.

Merger with VEREIT

On November 1, 2021, we completed our merger with VEREIT, Inc.

For further details, see note 3.

Merger with VEREIT, Inc.

and Orion Office REIT Inc.

Divestiture , to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021.

Our merger with VEREIT has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations , with Realty Income as the accounting acquirer, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair value.

The fair value of the consideration transferred on the date of the acquisition is as follows (in thousands, except share and per share data):

Shares of VEREIT common stock and VEREIT Operating Partnership, L.P.

("OP") common units exchanged (1)

Exchange Ratio 0.705

Fractional shares settled in cash ( 1,545 )

Shares of Realty Income common stock and Realty Income L.P.

units issued 161,657,800

Adjusted opening price of Realty common stock on November 1, 2021 (2)

Fair value of Realty common stock issued to former holders of VEREIT common stock and VEREIT OP common units $ 11,515,855

Fair value of VEREIT's equity-based compensation awards attributable to pre-combination services (3)

Total non-cash consideration 11,559,875

Cash paid for fractional shares 110

VEREIT indebtedness paid off in connection with the merger (4)

Consideration transferred $ 12,060,399

(1) Includes 229,152,001 shares of VEREIT common stock and 152,034 VEREIT OP common units outstanding as of November 1, 2021.

Under the Merger Agreement, these shares and units were converted to Realty Income common stock, or in certain instances, Realty Income L.P.

units, at an Exchange Ratio of 0.705 per share of VEREIT common stock or VEREIT OP common unit, as applicable.

(2) The fair value of Realty Income common stock issued to former holders of VEREIT common stock and VEREIT OP common units is based on the per share opening price of Realty Income common stock of $ 71.00 on November 1, 2021, adjusted for the monthly dividend of $ 0.236 per share that former holders of VEREIT common stock and VEREIT OP common units were eligible to receive when such dividend was paid on November 15, 2021.

(3) Represents the fair value of fully vested deferred stock unit awards of VEREIT common stock (“VEREIT DSU Awards”) which were converted into Realty Income common stock upon our merger with VEREIT, as well as the estimated fair value of the Realty Income replacement employee and executive stock options and restricted stock units that were granted at the closing date of our merger with VEREIT and which were attributable to pre-combination services.

(4) Represents the outstanding balance of the VEREIT revolving credit facility repaid by Realty Income in connection with the closing of the merger.

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

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

Buildings 8,677,467

Total real estate held for investment 11,699,373

Cash and cash equivalents 128,411

Accounts receivable 53,355

Lease intangible assets (1)

Goodwill 3,717,620

Investment in unconsolidated entities 175,379

Other assets 308,910

Total assets acquired $ 19,287,821

Accounts payable and accrued expenses $ 139,836

Lease intangible liabilities (2)

Other liabilities 320,893

Mortgages payable 869,027

Notes payable 4,946,965

Total liabilities assumed $ 7,226,070

Net assets acquired, at fair value $ 12,061,751

Noncontrolling interests $ 1,352

Total purchase price $ 12,060,399

(1) The weighted average amortization period for acquired lease intangible assets is 9.3 years.

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

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 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 $ 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 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 September 30, Nine months ended September 30,

2022 2021 2022 2021

Total revenues $ 837.3 $ 792.3 $ 2,455.0 $ 2,300.1

Net income $ 220.3 $ 172.3 $ 644.1 $ 548.2

Basic and diluted earnings per share $ 0.36 $ 0.31 $ 1.06 $ 1.01

As of March 31, 2023, 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 impact to rent collections for our clients affected by the COVID-19 pandemic is ongoing, we do not 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.

Recent Accounting Pronouncements.

The Company reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on our consolidated financial statements.

Supplemental Detail for Certain Components of Consolidated Balance Sheets (dollars in thousands):

Accounts receivable, net, consist of the following at:

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Straight-line rent receivables, net $ 403,702 $ 363,993

2 unchanged sentences

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

In-place leases

8 unchanged sentences

Other assets, net, consist of the following at:

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Financing receivables $ 997,684 $ 933,116

1 unchanged sentence

Right of use asset - financing leases 531,326 467,920

Derivative assets and receivables – at fair value 174,697 29,593

Restricted escrow deposits 50,009 37,627

Prepaid expenses 47,177 28,128

Non-refundable escrow deposits 28,556 28,560

Impounds related to mortgages payable 29,180 18,152

Derivative assets and receivables – at fair value 27,180 83,100

Credit facility origination costs, net 15,963 17,196

Corporate assets, net 12,919 12,334

Impounds related to mortgages payable 10,529 5,249

Investment in sales type lease 5,977 5,951

Note receivable — 4,455

Non-refundable escrow deposits 23,599 5,667

Other items 28,940 39,939

1 unchanged sentence

Accounts payable and accrued expenses consist of the following at:

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Notes payable - interest payable $ 147,510 $ 129,202

1 unchanged sentence

Property taxes payable 42,333 45,572

Accrued income taxes 30,470 22,626

Accrued property expenses 30,176 25,290

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

Value-added tax payable 24,500 23,375

Accrued income taxes 14,995 19,152

Accrued costs on properties under development 23,776 26,559

Mortgages, term loans, and credit line - interest payable 7,498 4,404

3 unchanged sentences

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Below-market leases

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Other liabilities consist of the following at:

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Lease liability - operating leases, net $ 433,666 $ 440,096

5 unchanged sentences

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

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:

Acquisitions of Real Estate

Below is a summary of our acquisitions for the period indicated below:

Properties Leasable

3 unchanged sentences

Lease Yield (1)

Nine months ended September 30, 2022 (2)

Three months ended March 31, 2023 (2)

Acquisitions - U.S.

7 unchanged sentences

(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 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.

Since it is possible that a client could default on the payment of contractual rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables), 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 weighted average cash lease yield includes approximately $ 0.7 million received as settlement credits as reimbursement of free rent periods for the three months ended March 31, 2023.

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.

1 unchanged sentence

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 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.

Acquisitions - Spain

Nine months ended September 30, 2022

(USD) (£ Sterling) (€ Euro)

$ 729.4 £ 595.7 € 63.2

Buildings and improvements 1,572.1 556.8 80.5

Lease intangible assets (2)

305.5 210.0 12.4

Other assets (3)

386.6 203.2 8.7

Lease intangible liabilities (4)

( 72.3 ) ( 54.3 ) ( 1.1 )

Other liabilities (5)

( 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.

(2) The weighted average amortization period for acquired lease intangible assets is 10.9 years.

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 £ 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 $ 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

(in thousands) Investment

($ in millions) Weighted

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

Nine months ended September 30, 2021 (2)

Acquisitions - U.S.

415 9,227 $ 2,073.1 13.8 5.5 %

Acquisitions - Europe

71 5,217 1,520.8 10.5 5.5 %

Total acquisitions 486 14,444 $ 3,593.9 12.4 5.5 %

Properties under development - U.S.

50 2,127 182.0 15.8 5.9 %

536 16,571 $ 3,775.9 12.6 5.5 %

(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 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.

Acquisitions - Spain

Nine months ended September 30, 2021

(USD) (£ Sterling) (€ Euro)

(2) None of our investments during the three months ended March 31, 2023 caused any one client to be 10% or more of our total assets at March 31, 2023.

(3) Includes three U.K.

development properties that represent an investment of £ 3.8 million during the three months ended March 31, 2023, converted at the applicable exchange rate on the funding dates.

(4) Our clients occupying the new properties are 85.5 % retail and 14.5 % industrial based on annualized contractual rent.

Approximately 42 % of the annualized contractual rent generated from acquisitions during the three months ended March 31, 2023 is from our investment grade rated clients, their subsidiaries or affiliated companies.

The acquisitions during the three months ended March 31, 2023 had no contingent consideration.

The aggregate purchase price of the assets acquired during the three months ended March 31, 2023 has been allocated as follows (in millions):

Acquisitions - USD Acquisitions - Sterling

$ 243.9 £ 74.2

1 unchanged sentence

Lease intangible assets (2)

349.8 179.7 23.2

Other assets (3)

3 unchanged sentences

$ 1,244.9 £ 316.0

£ 2,141.2 £ 1,020.8 £ 96.2

(1) U.K land includes £ 1.3 million of right of use assets under long-term ground leases.

(1) Sterling-denominated land includes £ 1.7 million of right of use assets under long-term ground leases.

(2) The weighted average amortization period for acquired lease intangible assets is 11.3 years.

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.

(3) USD-denominated other assets consist entirely of $ 59.8 million of financing receivables with above-market terms.

Sterling-denominated other assets consist of £ 8.6 million of financing receivables with above-market terms and £ 45.8 million of right-of-use assets accounted for as finance leases.

(4) The weighted average amortization period for acquired lease intangible liabilities is 18.8 years.

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.

(5) USD-denominated other liabilities consist entirely of $ 0.6 million of deferred rent on certain below-market leases.

The properties acquired during the three months ended March 31, 2023 generated total revenues of $ 7.3 million and net income of $ 2.8 million during the three months ended March 31, 2023.

Investments in Existing Properties

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.

During the three months ended March 31, 2023, we capitalized costs of $ 13.8 million on existing properties in our portfolio, consisting of $ 13.3 million for non-recurring building improvements, $ 0.4 million for re-leasing costs, and $ 0.1 million for recurring capital expenditures.

In comparison, during the three months ended March 31, 2022, we capitalized costs of $ 12.0 million on existing properties in our portfolio, consisting of $ 9.6 million for non-recurring building improvements, $ 2.4 million for re-leasing costs and less than $ 0.1 million for recurring capital expenditures.

Properties with Existing Leases

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 $ 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.

The value of the in-place and above-market leases is recorded to 'Lease intangible assets, net' on our consolidated balance sheets, and the value of the below-market leases is recorded to 'Lease intangible assets, net' on our consolidated balance sheets.

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 nine months ended September 30, 2022, and 2021 were $ 476.8 million and $ 123.7 million, respectively.

The amounts amortized to expense for all of our in-place leases, for the three months ended March 31, 2023, and 2022 were $ 157.4 million and $ 160.1 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 nine months ended September 30, 2022, and 2021 were $ 78.7 million and $ 34.0 million, respectively.

The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the three months ended March 31, 2023, and 2022 were $ 39.8 million, and $ 21.9 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 September 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, 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

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

Three months ended March 31,

Number of properties 26 34

1 unchanged sentence

Gain on sales of real estate $ 4.3 $ 10.2

Investment in Unconsolidated Entities

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 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 ) $ —

(1) Our ownership interest reflects legal ownership interest.

Legal ownership may, at times, not equal our economic interest in the listed properties because of various provisions in certain entity agreements regarding capital contributions, distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns.

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

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 during the six months ended June 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

In April 2022, we entered a new $ 4.25 billion unsecured credit facility to amend and restate our previous $ 3.0 billion unsecured revolving credit facility, which was due to expire in March 2023.

The new multicurrency credit facility matures in June 2026, includes two six-month extensions that can be exercised at our option and allows us to borrow in up to 14 currencies, including U.S dollars.

Similar to our previous revolving credit facility, the new revolving credit facility also has a $ 1.0 billion expansion option, which is subject to obtaining lender commitments.

Under the new revolving credit, our current investment grade credit ratings provide for financing on U.S.

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 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.

We have a $ 4.25 billion unsecured revolving multicurrency credit facility that matures in June 2026, includes two six-month extensions that can be exercised at our option, and allows us to borrow in up to 14 currencies, including USD.

Our revolving credit facility also has a $ 1.0 billion expansion option, which is subject to obtaining lender commitments.

Under our revolving credit facility, our current investment grade credit ratings provide for USD 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, 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, and Euro Borrowings at one-month Euro Interbank Offered Rate (“EURIBOR”), plus 0.725 %, and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.85 % over one-month EURIBOR.

As of March 31, 2023, credit facility origination costs of $ 16.0 million are included in other assets, net, as compared to $ 17.2 million at December 31, 2022, on our consolidated balance sheets.

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

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.

As of March 31, 2023, we had a borrowing capacity of $ 3.1 billion available on our revolving credit facility (subject to customary conditions to borrowing) and an outstanding balance of $ 1.1 billion, comprised of $ 770.0 million USD and £ 305.0 million Sterling borrowings, as compared to an outstanding balance at December 31, 2022 of $ 2.0 billion, comprised of € 1.8 billion Euro and £ 70.0 million Sterling borrowings.

The weighted average interest rate on outstanding borrowings under our revolving credit facility was 3.7 % and 1.1 % during the three months ended March 31, 2023, and 2022, respectively.

At March 31, 2023, our weighted average interest rate on borrowings outstanding under our revolving credit facility was 5.4 %.

Our revolving credit facility is subject to various leverage and interest coverage ratio limitations, and at March 31, 2023, 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.

We have a USD-denominated unsecured commercial paper program, under which we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $ 1.5 billion, as well as a 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).

Our Euro-denominated

unsecured commercial paper program may be issued in USD or various 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 market.

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

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 %.

As of March 31, 2023, the balance of borrowings outstanding under our commercial paper programs was $ 157.5 million, consisting entirely of € 145.0 million of Euro-denominated borrowings, as compared to $ 701.8 million outstanding commercial paper borrowings, including € 361.0 million of Euro-denominated borrowings, at December 31, 2022.

The weighted average interest rate on outstanding borrowings under our commercial paper programs was 3.5 % and 0.5 % for the three months ended March 31, 2023, and 2022, respectively.

As of March 31, 2023, our weighted average interest rate on outstanding borrowings under our commercial paper programs was 3.1 %.

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.

Prior to April 2022, borrowing under this term loan bore interest at the current one-month LIBOR, plus 0.85 %.

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 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 .

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

In January 2023, we entered into a term loan agreement, permitting us to incur multicurrency term loans, up to an aggregate of $ 1.5 billion in total borrowings.

As of March 31, 2023, we had $ 1.1 billion in multicurrency borrowings, including $ 90.0 million, £ 705.0 million and € 85.0 million in outstanding borrowings.

The 2023 term loans initially mature in January 2024 and include two 12-month maturity extensions that can be exercised at our option.

Our A3/A- credit ratings provide for a borrowing rate of 80 basis points over the applicable benchmark rate, which includes adjusted SOFR for USD-denominated loans, adjusted SONIA for Sterling-denominated loans, and EURIBOR for Euro-denominated loans.

In conjunction with our 2023 term loans, we entered into interest rate swaps which fix our per annum interest rate.

As of March 31, 2023, the effective interest rate, after giving effect to the interest rate swaps, was 5.0 %.

We also have a $ 250.0 million senior unsecured term loan, which matures in March 2024.

In conjunction with this term loan, we also entered into an interest rate swap.

As of March 31, 2023, the effective interest rate on this term loan, after giving effect to the interest rate swap, was 3.8 %.

At March 31, 2023, deferred financing costs of $ 6.5 million are included net of the term loans principal balance, as compared to $ 0.2 million related to our $ 250.0 million term loan at December 31, 2022, on our consolidated balance sheets.

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

As of March 31, 2023, we were in compliance with the covenants contained in the term loans.

Mortgages Payable

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.

During the three months ended March 31, 2023, we mad e $ 1.2 million in principal payments.

During the three months ended March 31, 2022, we made $ 43.6 million in princi pal payments, including the full repayment of one mortgage for $ 42.5 million.

No mortgages were assumed during the three months ended March 31, 2023, or 2022.

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 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.

At March 31, 2023, 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 $ 0.7 million at March 31, 2023 and $ 0.8 million at December 31, 2022.

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

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

The following table summarizes our mortgages payable as of March 31, 2023 and December 31, 2022 (dollars in millions):

Properties (1)

2 unchanged sentences

Financing Costs

9/30/2022 136 4.8 % 3.3 % 1.6 $ 840,682 $ 14,681 $ 855,363

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

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

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

March 31, 2023 136 4.8 % 3.4 % 1.1 $ 842.1 $ 8.5 $ 850.6

December 31, 2022 136 4.8 % 3.3 % 1.4 $ 842.3 $ 11.6 $ 853.9

(1) At March 31, 2023 and at December 31, 2022, there were 18 mortgages on 136 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 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):

At March 31, 2023 and December 31, 2022, all mortgages were at fixed interest rates.

(2) Stated interest rates ranged from 3.0 % to 6.9 % March 31, 2023 and December 31, 2022, respectively.

(3) Effective interest rates ranged from 2.5 % to 6.6 % and 2.7 % to 6.6 % at March 31, 2023 and December 31, 2022, respectively.

The following table summarizes the maturity of mortgages payable as of March 31, 2023, excluding net premiums of $ 9.2 million and deferred financing costs of $ 0.7 million (dollars in millions):

Year of Maturity

1 unchanged sentence

Notes Payable

Our senior unsecured notes and bonds are U.S.

dollar denominated and Sterling denominated.

Our senior unsecured notes and bonds are USD-denominated and Sterling-denominated.

Foreign denominated notes are converted at the applicable exchange rate on the balance sheet date.

1 unchanged sentence

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

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

6 unchanged sentences

$ 550 550 550

5.050 % notes, issued in January 2023 and due in January 2026

0.750 % notes, issued December 2020 and due in March 2026

5 unchanged sentences

1.875 % notes, issued in January 2022 and due in January 2027

£ 250 309 301

3.000 % notes, issued in October 2016 and due in January 2027

14 unchanged sentences

$ 599 599 599

4.850 % notes, issued in January 2023 and due in March 2030

3.160 % notes, issued in June 2022 and due in June 2030

£ 140 173 169

1.625 % notes, issued in October 2020 and due December 2030

3 unchanged sentences

3.180 % notes, issued in June 2022 and due in June 2032

£ 345 427 416

5.625 % notes, issued in October 2022 and due in October 2032

$ 750 750 750

2.850 % notes, $ 700 issued November 2020, of which $ 699 was exchanged in November 2021, both due in December 2032 (1)

9 unchanged sentences

3.390 % notes, issued in June 2022 and due in June 2037

£ 115 142 138

2.500 % notes, issued in January 2022 and due in January 2042

£ 250 309 301

4.650 % notes, $ 300 issued in March 2017 and $ 250 issued in December 2017, both due in March 2047

1 unchanged sentence

Total principal amount $ 15,297 $ 14,114

Unamortized net premiums and deferred financing costs 184 243

Unamortized net premiums, deferred financing costs and basis adjustment on interest rate swaps designated as fair value hedge (3)

$ 15,430 $ 14,278

(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").

(1) Carrying Value (USD) includes the portion of the VEREIT OP notes that remained outstanding, totaling $ 39.1 million in the aggregate at March 31, 2023 and December 31, 2022, 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 September 30, 2022, excluding net unamortized premiums of $ 241.3 million and deferred financing costs of $ 56.6 million (dollars in millions):

(3) In January 2023, we entered into three-year , fixed-to-variable interest rate swaps, which are accounted for as fair value hedges.

See Note 10, Financial Instruments and Fair Value Measurements, for further details.

The following table summarizes the maturity of our notes and bonds payable as of March 31, 2023, excluding $ 133.3 million related to unamortized net premiums, deferred financing costs, and basis adjustment on interest rate swaps designated as fair value hedge (dollars in millions):

Year of Maturity

Thereafter 9,318

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.

As of March 31, 2023, the weighted average interest rate on our notes and bonds payable was 3.4 %, which includes the effect of the interest rate swaps, and the weighted average remaining years until maturity was 6.8 years.

Interest incurred on all of the notes and bonds was $ 130.3 million and $ 103.1 million for the three months ended March 31, 2023, and 2022, 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 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 nine months ended September 30, 2021.

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

At March 31, 2023, we were in compliance with these covenants.

Note Issuances

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

2022 Issuances

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

1.875 % Notes

January 2022 January 2027 £ 250 99.487 % 1.974 %

During the three months ended March 31, 2023, and 2022, we issued the following notes and bonds (in millions):

First Quarter 2023 Issuances

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

5.050 % Notes

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4.850 % Notes

June 2022 June 2030 £ 140 100.000 % 3.160 %

3.180 % Notes

June 2022 June 2032 £ 345 100.000 % 3.180 %

3.390 % Notes

June 2022 June 2037 £ 115 100.000 % 3.390 %

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 %

January 2023 March 2030 $ 600.0 98.813 % 5.047 %

First Quarter 2022 Issuances

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

1.875 % Notes January 2022 January 2027 £ 250.0 99.487 % 1.974 %

2.500 % Notes January 2022 January 2042 £ 250.0 98.445 % 2.584 %

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 .

In April 2023, we issued $ 400.0 million of 4.70 % senior unsecured notes due December 2028 and $ 600.0 million of 4.90 % senior unsecured notes due July 2033.

See note 17, Subsequent Events, for further details.

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, 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

In June 2022, we replaced our prior "at-the-market" program, or our prior ATM program, which authorized us to offer and sell up to 69,088,433 shares of common stock, with a new "at-the-market" equity distribution program, or our ATM program, pursuant to which we may offer and sell up to 120,000,000 shares of common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the New York Stock Exchange ("NYSE:

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

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.

Under our current ATM program, we may offer and sell up to 120,000,000 shares of common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE under the ticker symbol "O" at prevailing market prices or at negotiated prices.

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.

As of March 31, 2023, we had 45,081,312 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 ATM programs (dollars in millions):

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

2022 2021 2022 2021

Three months ended March 31,

Shares of common stock issued under the ATM program (1)

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Net proceeds $ 796.2 $ 656.2

(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.

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.

(1) During the three months ended March 31, 2023, 25,538,809 shares were sold and 12,664,478 were settled pursuant to forward sale confirmations.

In addition, as of March 31, 2023, 19,619,215 shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average initial price of $ 62.59 per share.

We currently expect to fully settle forward sale agreements outstanding by June 30, 2023, representing $ 1.2 billion in net proceeds, for which the weighted average forward price at March 31, 2023 was $ 62.17 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

Our Dividend Reinvestment and Stock Purchase Plan, or our DRSPP, provides our common stockholders, as well as new investors, with a convenient and economical method of purchasing our common stock and reinvesting their distributions.

No shares were sold pursuant to forward sale confirmations during the three months ended March 31, 2022.

Dividend Reinvestment and Stock Purchase Plan ("DRSPP")

Our DRSPP, provides our common stockholders, as well as new investors, with a convenient and economical method of purchasing our common stock and reinvesting their distributions.

Our DRSPP also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions.

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

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

At March 31, 2023, we had 11,118,162 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 September 30, Nine months ended September 30,

2022 2021 2022 2021

Three months ended March 31,

Shares of common stock issued under the DRSPP program 41,663 41,371

Gross proceeds $ 2.7 $ 2.8

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 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 September 30, 2022 (dollars in thousands):

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

The following table represents the change in the carrying value of all noncontrolling interests through March 31, 2023 (dollars in thousands):

Realty Income, L.P.

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$ 115,801 $ 14,339 $ 130,140

Contributions 51,221 — 51,221

Distributions (2)

2 unchanged sentences

973 133 1,106

Carrying value at September 30, 2022

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

(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 September 30, 2022, and December 31, 2021 (in thousands):

September 30, 2022 December 31, 2021

Net real estate

$ 787,643 $ 688,229

$ 900,497 $ 795,670

Total liabilities

Carrying value at March 31, 2023

$ 115,363 $ 12,869 $ 128,232

(1) 1,795,167 units were outstanding as of March 31, 2023 and December 31, 2022.

(2) Include a non-cash reduction of noncontrolling interest of $ 1.5 million from our partner's responsibility to absorb construction cost overages for a development joint venture during the three months ended March 31, 2023.

Financial Instruments and Fair Value Measurements

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The fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow deposits, loans receivable, accounts payable, distributions payable, line of credit payable and commercial paper borrowings, and other liabilities approximate their carrying value in the accompanying consolidated balance sheets, due to their short-term nature.

The fair value of our term loan approximates carrying value due to the frequent repricing of the variable interest rate charged on the borrowing, which is based on the daily SOFR.

The aggregate fair value of our term loans approximates carrying value due to the frequent repricing of the variable interest rate charged on the borrowing, which is based on the daily SOFR.

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

September 30, 2022 Carrying value

March 31, 2023 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 $ 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.

The unamortized balance of these net premiums was $ 9.2 million at March 31, 2023, and $ 12.4 million at December 31, 2022.

Also excludes deferred financing costs of $ 0.7 million at March 31, 2023, and $ 0.8 million at December 31, 2022.

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

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 unamortized balance of the net premiums was $ 200.0 million at March 31, 2023, and $ 224.6 million at December 31, 2022.

Also excludes deferred financing costs of $ 66.3 million and basis adjustment on interest rate swaps designated as fair value hedges of $ 0.4 million at March 31, 2023, and $ 60.7 million of deferred financing costs at December 31, 2022.

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.

Because this methodology includes unobservable inputs that reflect our own internal assumptions and calculations, the measurement of estimated fair values related to our mortgages payable is categorized as level three on the three-level valuation hierarchy.

The estimated fair values of our publicly-traded senior notes and bonds payable are based upon indicative market prices and recent trading activity of our senior notes and bonds payable, including the senior notes and bonds payable assumed in the debt exchange offer on November 9, 2021, in connection with our merger with VEREIT.

The estimated fair values of our publicly-traded senior notes and bonds payable are based upon indicative market prices and recent trading activity of our senior notes and bonds payable.

Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to our notes and bonds payable is categorized as level two on the three-level valuation hierarchy.

Financial Instruments Measured at Fair Value on a Recurring Basis

For derivative assets and liabilities, we may utilize interest rate swaps and forward-starting swaps to manage interest rate risk, and cross-currency swaps, currency exchange swaps, foreign currency forwards and foreign currency collars to manage foreign currency risk.

For derivative assets and liabilities, we may utilize interest rate swaps, interest rate swaptions, and forward-starting swaps to manage interest rate risk, and cross-currency swaps, currency exchange swaps, and foreign currency forwards to manage foreign currency risk.

The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative.

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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 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.

However, at March 31, 2023, and December 31, 2022, 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.

Items Measured at Fair Value on a Non-Recurring Basis

Impairment of Real Estate Investments

Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments only under certain circumstances, such as when an impairment write-down occurs.

Depending on impairment triggering events during the applicable period, impairments are typically recorded for properties sold, in the process of being sold, vacant, in bankruptcy, or experiencing difficulties with collection of rent.

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

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

2022 2021 2022 2021

Three months ended March 31,

Carrying value prior to impairment $ 35.6 $ 44.8

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Carrying value after impairment $ 22.4 $ 37.8

Number of properties:

Classified as held for sale 3 — 3 —

Classified as held for investment — 1 5 7

Sold 20 22 69 57

Derivative Designated as Hedging Instruments

In order to hedge the foreign currency risk associated with interest payments on intercompany loans denominated in British Pound Sterling, or GBP, we initiated a hedging strategy to enter into foreign currency forward contracts to sell GBP and buy U.S.

Dollars, or USD.

In order to hedge the foreign currency risk associated with interest payments on intercompany loans denominated in British Pound Sterling ("GBP") and Euro ("EUR"), we have a hedging strategy to enter into foreign currency forward contracts to sell GBP, USD, and EUR and buy EUR, USD, and GBP.

These foreign currency forwards are designated as cash flow hedges.

Forward points on the forward contracts are included in the assessment of hedge effectiveness.

Amounts reported in other comprehensive income (loss) related to foreign currency derivative contracts will be reclassified to other gain and (loss) in the same period during which the hedged forecasted transactions affect earnings.

In May 2019, we entered into four cross-currency swaps to exchange £ 130 million Sterling for $ 166 million maturing in May 2034, in order to hedge the foreign currency risk associated with our Sterling-denominated intercompany loan receivable from our consolidated foreign subsidiaries.

These cross-currency swaps were designated as cash flow hedges on their trade date.

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 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.

We designated this interest rate swap as a cash flow hedge in accordance with Topic 815, Derivatives and Hedging .

This interest rate swap is recorded on the consolidated balances sheets at fair value.

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 September 30, Nine months ended September 30,

Amounts reported in other comprehensive income related to foreign currency derivative contracts will be reclassified to other gain and (loss) in the same period during which the hedged forecasted transactions affect earnings.

To add stability to interest expense and to manage our exposure to interest rate movements associated with our 2023 term loans, we executed six one-year variable-to-fixed interest rate swaps maturing January 2024.

We designated these interest rate swaps as cash flow hedges in accordance with Topic 815, Derivatives and Hedging .

The interest rate swaps are recorded on the consolidated balances sheets at fair value.

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

In January 2023, we issued $ 500.0 million of 5.05 % senior unsecured notes due January 13, 2026, which are callable at par on January 13, 2024.

In conjunction with the pricing of the 2026 notes, we executed two three-year , fixed-to-variable interest rate swaps totaling $ 500.0 million, which are subject to the counterparties' right to terminate the swaps at any time following the 2026 notes par call date.

We designated these interest rate swaps as fair value hedges in accordance with Topic 815, Derivatives and Hedging .

These interest rate swaps are recorded on the consolidated balances sheets at fair value, with changes in fair value recognized in earnings.

The carrying value of the hedged item on the balance sheet is adjusted through earnings by the equal and offsetting amount of the change in fair value of the swaps.

For the three months ended March 31, 2023, such adjustments decreased the carrying value of notes payable by $ 0.4 million.

Interest accruals on the swaps are recorded as adjustments to interest expense on the hedged item.

In March 2023, we entered into six interest rate swaption agreements to mitigate the impact of fluctuating interest rates, structured as a swaption corridor, in anticipation of issuing USD denominated bonds.

Interest rate swaption corridors are a combination of two swaption positions, whereby we purchase a payer swaption, which is an option that allows us to enter into a swap where we will pay the fixed rate and receive the floating rate of the swap, and sell a swaption, which is an option that provides the counterparty with the right to enter into a swap where we will receive the fixed rate and pay the floating rate of the swap.

For the swaption corridor entered into during March 2023, the combination of purchasing the payer swaption and selling the swaption resulted in a premium being paid of $ 7.6 million.

We designated the swaptions as qualifying hedging instruments and accounted for these derivatives as cash flow hedges.

Changes in fair value of the swaptions have been recorded in AOCI.

The following table summarizes the amount of unrecognized gain (loss) on derivatives in other comprehensive income (in thousands):

Three months ended March 31,

Derivatives in Cash Flow Hedging Relationships 2023 2022

2 unchanged sentences

Foreign currency forwards ( 5,113 ) 2,790

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

Interest rate swaption ( 1,287 ) —

Total derivatives in cash flow hedging relationships $ ( 8,120 ) $ 43,690

Derivatives in Fair Value Hedging Relationships

Currency swaps $ 5,958 $ —

Total derivatives in fair value hedging relationships $ 5,958 $ —

Total unrealized (loss) gain on derivatives $ ( 2,162 ) $ 43,690

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,

Three months ended March 31,

Derivatives in Cash Flow Hedging Relationships Location of Gain (Loss) Recognized in Income 2023 2022

Currency swaps Foreign currency and derivative gain, net $ 2,784 $ 4,747 $ 30,425 $ 3,360

Currency swaps Foreign currency and derivative gain (loss), net $ — $ 6,114

Interest rate swaps Interest expense 1,480 ( 2,530 )

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

Foreign currency forwards Foreign currency and derivative gain (loss), net 1,431 —

Total derivatives in cash flow hedging relationships $ 2,911 $ 3,584

Derivatives in Fair Value Hedging Relationships

Currency swaps Foreign currency and derivative gain (loss), net $ 294 $ —

Total derivatives in fair value hedging relationships $ 294 $ —

Net increase to net income $ 3,205 $ 3,584

We expect to reclassify $ 12.8 million from AOCI as a decrease to interest expense relating to interest rate swaps and $ 7.9 million from AOCI to foreign currency gain relating to foreign currency forwards within the next twelve months.

Derivatives Not Designated as Hedging Instruments

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 loss, net' in the consolidated statements of income and comprehensive income

We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP and EUR.

These derivative contracts generally mature within one year 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 (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

Three months ended March 31,

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

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

Loss on the settlement of undesignated derivatives $ ( 345 ) $ ( 2,681 )

Gain on the settlement of designated derivatives reclassified from AOCI 1,725 6,114

Gain (loss) on the settlement of transactions with third parties 1,326 ( 52 )

Total realized foreign currency and derivative gain (loss), net $ 6,723 $ 4,805 $ 111,061 $ 3,418

Total realized foreign currency and derivative gain, net $ 2,706 $ 3,381

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

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

(Loss) gain on the change in fair value of undesignated derivatives $ ( 782 ) $ 22,720

Gain (loss) on remeasurement of certain assets and liabilities 8,398 ( 26,691 )

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

Total unrealized foreign currency and derivative gain (loss), net $ 7,616 $ ( 3,971 )

Total foreign currency and derivative gains (losses), net

$ 10,322 $ ( 590 )

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):

The following table summarizes the terms and fair values of our derivative financial instruments at March 31, 2023 and December 31, 2022 (dollars in millions):

Derivative Type

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Fair Value - asset (liability) as of

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

Interest rate swap

1 Derivative $ 250.0 $ 250.0 2.88 % March 2024 $ 4.7 $ ( 11.9 )

Derivatives Designated as Hedging Instruments March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022

Interest rate swaps

9 Derivative $ 1,630.0 $ 250.0 4.26 % Jan 2024 - Jan 2026 $ 5.3 $ 5.6

Interest rate swaptions 6 Derivative 1,000.0 — (4) Feb 2034 6.3 —

Cross-currency swaps

— Derivative — 166.3 — — — ( 13.8 )

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

Forward-starting swaps (6)

4 Derivative 300.0 300.0 1.86 % Nov 2032 - Jun 2033 (6)

Forward-starting swaps (6)

2 Hybrid Debt 200.0 200.0 1.93 % Nov 2032 - Jun 2033 (6)

3 Derivative 320.0 320.0 (5) Oct 2032 ( 33.1 ) ( 33.3 )

Foreign currency forwards 24 Derivative 155.9 185.5 (6) Apr 2023 - Aug 2024 11.0 16.1

$ 3,105.9 $ 755.5 $ ( 10.5 ) $ ( 11.6 )

1 unchanged sentence

Currency exchange swaps (7)

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

2 Derivative $ 475.9 $ 2,427.7 (8) April 2023 $ ( 1.1 ) $ 58.8

Cross-currency swaps 3 Derivative 280.0 280.0 (5) Oct 2032 ( 29.3 ) ( 29.5 )

$ 755.9 $ 2,707.7 $ ( 30.4 ) $ 29.3

Total of all Derivatives $ 3,861.8 $ 3,463.2 $ ( 40.9 ) $ 17.7

(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.

(1) This column represents the number of instruments outstanding as of March 31, 2023.

(2) Weighted average strike rate is calculated using the notional value as of March 31, 2023.

(3) This column represents maturity dates for instruments outstanding as of March 31, 2023.

(4) Represent purchase swaptions with a strike rate of 3.75 % and a sold swaption with a strike rate of 4.25 %.

(5) USD fixed rate of 5.625 % and EUR weighted average fixed rate of 4.697 %.

(6) Weighted average forward GBP-USD exchange rate of 1.35 .

(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.

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 .

(7) Represent one GBP currency exchange swap with a notional amount of $ 61.6 million and one EUR currency exchange swap with an associated notional amount of $ 414.3 million as of March 31, 2023.

(8) Weighted average EUR-USD exchange rate of 1.09 and GBP-USD exchange rate of 1.23 .

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.

We utilize interest rate swaps and forward starting swaps to manage interest rate risk and cross-currency swaps, currency exchange swaps, foreign currency forwards and foreign currency collars to manage foreign currency risk.

The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, spot and forward rates, as well as option volatility.

To comply with the provisions of ASC 820, Fair Value Measurement , we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Operating Leases

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

states, Puerto Rico, the U.K.

Lessor Operating Leases

At March 31, 2023, we owned or held interests in 12,492 properties.

Of the 12,492 properties, 12,263 , or 98.2 %, are single-client properties, and the remaining are multi-client properties.

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

At March 31, 2023, 131 properties were available for lease or sale.

The majority of our leases are accounted for as operating leases.

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 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.

Rent based on a percentage of our client's gross sales, or percentage rent, for the three months ended March 31, 2023, and 2022 was $ 4.1 million, and $ 3.7 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 three months ended March 31, 2023, and 2022.

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 nine months ended September 30, 2022, and 2021:

The following is a summary of monthly distributions paid per common share for the periods indicated below:

Three months ended March 31,

January $ 0.2485 $ 0.2465

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March 0.2545 0.2465

April 0.2470 0.2350

May 0.2470 0.2350

June 0.2470 0.2350

July 0.2475 0.2355

August 0.2475 0.2355

September 0.2475 0.2355

$ 0.7515 $ 0.7395

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

At March 31, 2023, a distribution of $ 0.2550 per common share was payable and was paid in April 2023.

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 September 30, Nine months ended September 30,

2022 2021 2022 2021

Three months ended March 31,

Weighted average shares used for the basic net income per share computation

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Unvested shares from share-based compensation that were anti-dilutive 127,350 70,256

68,318 91,221 36,950 119,981

Weighted average partnership common units convertible to common shares that were anti-dilutive

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

Nine months ended September 30,

Three months ended March 31,

Supplemental disclosures:

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Non-cash activities:

Net increase in fair value of derivatives $ 146,310 $ 75,279

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.

Net (decrease) increase in fair value of derivatives $ ( 58,667 ) $ 85,032

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):

September 30, 2022 September 30, 2021

March 31, 2023 March 31, 2022

Cash and cash equivalents shown in the consolidated balance sheets $ 164,576 $ 151,624

$ 187,745 $ 516,983

Restricted escrow deposits (1)

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Impounds related to mortgages payable (1)

Total cash, cash equivalents, and restricted cash shown in the consolidated

statements of cash flows

$ 288,913 $ 546,098

(1) Included within other assets, net on the consolidated balance sheets (see note 4).

Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 243,765 $ 242,850

(1) Included within other assets, net on the consolidated balance sheets (see note 2, Supplemental Detail for Certain Components of Consolidated Balance Sheets ).

These amounts consist of cash that we are legally entitled to, but that is not immediately available to us.

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This note should be read in conjunction with the more complete discussion of our 2021 Plan included in note 17 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

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 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 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 costs recognized in 'General and administrative' in the consolidated statements of income and comprehensive income was $ 6.3 million and $ 5.0 million during the three months ended March 31, 2023, and 2022, respectively.

Restricted Stock and Restricted Stock Units

During the three months ended March 31, 2023, we granted 170,241 shares of common stock under the 2021 Plan.

Our restricted stock awards granted to employees vest over a service period not exceeding four-years .

During the three months ended March 31, 2023, we also granted 13,375 restricted stock units, all of which vest over a four-year service period.

As of March 31, 2023, the remaining unamortized share-based compensation expense related to restricted stock awards and units totaled $ 23.0 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.

We define the grant date as the date the recipient and Realty Income have a mutual understanding of the key terms and conditions of the award, and the recipient of the grant begins to benefit from, or be adversely affected by, subsequent changes in the price of the shares.

Performance Shares and Restricted Stock Units

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

Performance Shares

During the three months ended March 31, 2023, we granted 193,868 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 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 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.

As of March 31, 2023, the remaining share-based compensation expense related to the performance shares totaled $ 27.7 million.

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

The amount of share-based compensation for the restricted stock units is based on the fair value of our common stock at the grant date.

The expense amortization period for restricted stock units is the lesser of the four-year service period or the period over which the awardee reaches the qualifying retirement age.

For employees who have already met the qualifying retirement age, restricted stock units are fully expensed at the grant date.

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.

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

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 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.

At March 31, 2023, we had commitments of $ 14.9 million, which primarily relate to re-leasing costs, recurring capital expenditures, and non-recurring building improvements.

In addition, as of March 31, 2023, we had committed $ 509.5 million under construction contracts related to development projects, which have estimated rental revenue commencement dates between April 2023 and August 2024.

Subsequent Events

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 %.

In April 2023, we declared a dividend of $ 0.2550 per share to our common stockholders, which will be paid in May 2023.

ATM Forward Offerings

As of May 4, 2023, ATM forward agreements for a total of 23.4 million shares remain unsettled with total expected net proceeds of approximately $ 1.5 billion of which 3.8 million shares were executed in April 2023.

Notes Issuance

In April 2023, we issued $ 400.0 million of 4.70 % senior unsecured notes due December 2028 (the "2028 Notes") and $ 600.0 million of 4.90 % senior unsecured notes due July 2033 (the "2033 Notes").

The public offering price for the 2028 Notes was 98.949 % of the principal amount for an effective semi-annual yield to maturity of 4.912 % and the public offering price for the 2033 Notes was 98.020 % of the principal amount for an effective semi-annual yield to maturity of 5.148 %.

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