What changed in this filing

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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-22 · 144 added, 42 removed, 469 unchanged (28% of the section changed)

16 unchanged sentences

Sumit Roy, President, Chief Executive Officer

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

Tabl e of Contents

Jonathan Pong, Executive Vice President, Chief Financial Officer, and Treasurer

Changes in Internal Controls

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

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

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

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

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

6 unchanged sentences

Other Information

Director and Officer Trading Arrangements

During the three months ended December 31, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

7 unchanged sentences

The information required by this item is set forth under the caption “Related Party Transactions” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

Tabl e of Contents

Principal Accounting Fees and Services

14 unchanged sentences

Notes to Consolidated Financial Statements

Financial Statement Schedule.

Reference is made to page F-1 of this report for Schedule III Real Estate and Accumulated Depreciation (electronically filed with the Securities and Exchange Commission).

Financial Statement Schedules.

Reference is made to page F-1 of this report (electronically filed with the Securities and Exchange Commission).

Schedule III Real Estate and Accumulated Depreciation

Schedules not Filed:

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

Articles of Incorporation and Bylaws

Plans of acquisition, reorganization, arrangement, liquidation or succession

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

4 unchanged sentences

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

2.3 Agreement and Plan of Merger, dated as of October 29, 2023, by and among Realty Income Corporation, Saints MD Acquisition Sub, Inc.

and Spirit Realty Capital, Inc.

(filed as exhibit 2.1 to the Company's Form 8-K, filed on October 30, 2023 and incorporated herein by reference).

3.1 Amended and Restated Bylaws of the Company dated November 3, 202 3 ( filed as exhibit 3.1 to th e Company's Form 10-Q, filed on November 7 , 2023 (File No.

001-13374) and incorporated herein by reference) .

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

8 unchanged sentences

001-13374) and incorporated herein by reference).

Tabl e of Contents

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

18 unchanged sentences

001-13374) and incorporated herein by reference).

3.16 Articles Supplementary to the Articles of Incorporation of Realty Income Corporation classifying and designating the 6.000% Series A Cumulative Redeemable Preferred Stock (filed as exhibit no.

3.15 to the Company’s Form 8-A12B, filed on January 22, 2024 (File No.

001-13374) and incorporated herein by reference).

Instruments defining the rights of security holders, including indentures

32 unchanged sentences

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

Tabl e of Contents

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

53 unchanged sentences

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

Tabl e of Contents

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

7 unchanged sentences

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

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

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

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

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

30 unchanged sentences

001-13374) and incorporated herein by reference).

4.58 Form of 4.700% Note due 2028 issued on April 14, 2023 (filed as part of exhibit 4.4 to the Company's Form 8-K, filed on April 14, 2023 (File No.

001-13374) and incorporated herein by reference).

4.59 Form of 4.900% Note due 2033 issued on April 14, 2023 (filed as part of exhibit 4.4 to the Company's Form 8-K, filed on April 14, 2023 (File No.

001-13374) and incorporated herein by reference).

4.60 Officers’ Certificate dated April 14, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.700% Notes due 2028” and a new series of debt securities entitled “4.900% Notes due 2033” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company's Form 8-K, filed on April 14, 2023 (File No.

001-13374) and incorporated herein by reference).

4.61 Form of 4.875% Note due 2030 issued on July 6, 2023 (filed as part of exhibit 4.4 to the Company’s Form 8-K, filed on July 6, 2023 (File No.

001-13374) and incorporated herein by reference).

4.62 Form of 5.125% Note due 2034 issued on July 6, 2023 (filed as part of exhibit 4.4 to the Company’s Form 8-K, filed on July 6, 2023 (File No.

001-13374) and incorporated herein by reference).

4.63 Officers’ Certificate dated July 6, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.875% Notes due 2030” and a new series of debt securities entitled “5.125% Notes due 2034” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on July 6, 2023 (File No.

001-13374) and incorporated herein by reference).

4.64 Form of 5.750% Note due 2031 issued on December 5, 2023 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 5, 2023 (File No.

001-13374) and incorporated herein by reference).

4.65 Form of 6.000% Note due 2039 issued on December 5, 2023 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 5, 2023 (File No.

001-13374) and incorporated herein by reference).

4.66 Officers’ Certificate dated December 5, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.750% Notes due 2031” and a new series of debt securities entitled “6.000% Notes due 2039” and including the forms of debt securities of each such series (filed as exhibit no.

4.4 to the Company’s Form 8-K, filed on December 5, 2023 (File No.

001-13374) and incorporated herein by reference) .

4.67 Form of 4.750% Note due 2029 issued on January 16, 2024 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on January 16, 2024 (File No.

001-13374) and incorporated herein by reference ).

4.68 Form of 5.125% Note due 2034 issued on January 16, 2024 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on January 16, 2024 (File No.

001-13374) and incorporated herein by reference).

4.69 Officers’ Certificate dated January 16, 2024 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.750% Notes due 2029” and a new series of debt securities entitled “5.125% Notes due 2034” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on January 16, 2024 (File No.

001-13374) and incorporated herein by reference).

4.70 Indenture, dated as of August 18, 2016, between Spirit Realty, L.P.

Bank National Association, as trustee (filed as Exhibit 4.1 to the Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on August 19, 2016 (File No.

001-36004) and incorporated by reference herein).

4.71 First Supplemental Indenture, dated as of August 18, 2016, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K (File No.

001-36004) previously filed on August 19, 2016 and incorporated by reference herein).

4.72 Second Supplemental Indenture, dated as of June 27, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on June 27, 2019 (File No.

001-36004) and incorporated by reference herein).

4.73 Third Supplemental Indenture, dated as of September 16, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

001-36004) and incorporated by reference herein).

4.74 Fourth Supplemental Indenture, dated as of September 16, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on September 16, 2019 (File No.

001-36004) and incorporated by reference herein).

4.75 Fifth Supplemental Indenture, dated as of August 6, 2020, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

001-36004) and incorporated by reference herein).

4.76 Sixth Supplemental Indenture, dated as of March 3, 2021, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

001-36004) and incorporated by reference herein).

4.77 Seventh Supplemental Indenture, dated as of March 3, 2021, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed March 3, 2021 (File No.

001-36004) and incorporated by reference herein) .

4.78 Eighth Supplemental Indenture, dated as of January 23, 2024, by and among Spirit Realty, L.P., Saints MD Subsidiary, Inc.

(f/k/a Spirit Realty Capital, Inc.), as guarantor, and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), as trustee (filed as exhibit no.

4.9 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference) .

4.79 Form of 4.450% Notes due September 15, 2026 issued on January 23, 2024 (filed as exhibit no.

4.11 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

4.80 Form of 3.200% Notes due January 15, 2027 issued on January 23, 2024 (filed as exhibit no.

4.12 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

4.81 Form of 2.100% Notes due March 15, 2028 issued on January 23, 2024 (filed as exhibit no.

4.13 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

4.82 Form of 4.000% Notes due July 15, 2029 issued on January 23, 2024 (filed as exhibit no.

4.14 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

4.83 Form of 3.400% Notes due January 15, 2030 issued on January 23, 2024 (filed as exhibit no.

4.15 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

4.84 Form of 3.200% Notes due February 15, 2031 issued on January 23, 2024 (filed as exhibit 4.16 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

4.85 Form of 2.700% Notes due February 15, 2032 issued on January 23, 2024 (filed as exhibit 4.17 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

4.86 Officers’ Certificate, dated as of January 23, 2024, pursuant to Sections 201, 301 and 303 of the Indenture, dated as of October 28, 1998, between Realty Income Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.450% Notes due 2026,” a new series of debt securities entitled “3.200% Notes due 2027,” a new series of debt securities entitled “2.100% Notes due 2028,” a new series of debt securities entitled “4.000% Notes due 2029,” a new series of debt securities entitled “3.400% Notes due 2030,” a new series of debt securities entitled “3.200% Notes due 2031” and a new series of debt securities entitled “2.700% Notes due 2032” and including the forms of debt securities of each such series (filed as exhibit 4.18 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

4.87 Form of Specimen Certificate for Realty Income’s 6.000% Series A Cumulative Redeemable Preferred Stock (filed as exhibit no.

4.1 to the Company’s Form 8-A12B, filed on January 22, 2024 (File No.

001-13374) and incorporated herein by reference).

4.88* Description of Securities.

20 unchanged sentences

001-13374) and incorporated herein by reference).

Tabl e of Contents

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

16 unchanged sentences

001-13374) and incorporated herein by reference).

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

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

001-13374) and incorporated herein by reference).

9 unchanged sentences

001-13374) and incorporated herein by reference).

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

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

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

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

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

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

10.25+ Form of Restricted Stock Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.25 to the Company's Form 10-K, filed on February 22, 2023 (File No.

001-13374) and incorporated herein by reference).

10.26+ Form of Restricted Stock Agreement for Executive Officers (Christie Kelly) under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.26 to the Company's Form 10-K, filed on February 22, 2023 (File No.

001-13374) and incorporated herein by reference).

10.27+ Form of Performance Share Award Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.27 to the Company's Form 10-K, filed on February 22, 2023 (File No.

001-13374) and incorporated herein by reference).

10.28+ Form of Performance Share Award Agreement for Executive Officers (Christie Kelly) under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.28 to the Company's Form 10-K, filed on February 22, 2023 (File No.

001-13374) and incorporated herein by reference).

10.29+ Realty Income Corporation Retirement Policy, effective as of November 7, 2022 (filed as exhibit 10.29 to the Company's Form 10-K, filed on February 22, 2023 (File No.

001-13374) and incorporated herein by reference).

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

001-13374) and incorporated herein by reference).

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

4 unchanged sentences

001-13374) and incorporated herein by reference).

10.34 First Amendment to Third Amended and Restated Credit Agreement, dated December 21, 2023, by and among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as exhibit no.

10.1 to the Company’s Form 8-K filed on December 21, 2023 (File No.

001-13374) and incorporated herein by reference).

10.35 First Amendment to Term Loan Agreement, dated December 21, 2023, by and among the Company, as Borrower, the lender parties thereto, as lenders, and Toronto Dominion (Texas) LLC, as Administrative Agent (filed as exhibit no.

10.2 to the Company’s Form 8-K filed on December 21, 2023 (File No.

001-13374) and incorporated herein by reference).

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

001-13374) and incorporated herein by reference).

10.37 Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among Realty Income Corporation, as Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit no.

10.1 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

10.38 Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among Realty Income Corporation, as Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit no.

10.2 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

Policy Relating to Recovery of Erroneously Awarded Compensation

97.1*+ Realty Income Corporation Policy for Recovery of Erroneously Awarded Compensation, dated October 2, 2023 .

Subsidiaries of the Registrant

3 unchanged sentences

Certifications

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

33-8212 and 34-47551.

Tabl e of Contents

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

33-8212 and 34-47551.

31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

Interactive Data Files

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

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

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

101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH* Inline XBRL Taxonomy Extension Schema Document.

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

**Furnished herewith.

+ Indicates a management contract or compensatory plan or arrangement

Form 10-K Summary

Tabl e of Contents

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

32 unchanged sentences

February 21, 2024

Tabl e of Contents

/s/SUMIT ROY Date:

2 unchanged sentences

(Principal Executive Officer)

/s/CHRISTIE B.

/s/JONATHAN PONG Date:

February 21, 2024

Jonathan Pong

Executive Vice President, Chief Financial Officer and Treasurer

70 unchanged sentences

Diversified Industrial 5 — 29,505 57,817 922 — 29,505 58,739 88,244 2,055 1980 - 2020 7/22/2021 - 3/30/2023

Drug Stores 1 — — — — — — — — — 1990 - 1990 1/31/2023 - 1/31/2023

Energy 1 — 9,562 10,678 — — 9,562 10,678 20,240 600 2020 - 2020 1/13/2022 - 1/13/2022

15 unchanged sentences

Wholesale Club 7 — 54,550 96,993 — — 54,550 96,993 151,543 4,559 1973 - 2002 10/28/2022 - 10/28/2022

Other 3 — 75,775 — 7,125 — 75,775 7,125 82,900 — 2023 - 2023 4/27/2023 - 9/29/2023

13,458 $ 822,436 $ 14,954,956 $ 34,240,455 $ 439,360 $ 7,715 $ 14,954,956 $ 34,687,530 $ 49,642,486 $ 6,096,736

3 unchanged sentences

(dollars in thousands)

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

Realty Income Corporation owns or holds interests in 12,851 single-client properties in the United States and Puerto Rico, our corporate headquarters property in San Diego, California, 191 single-client properties in the United Kingdom, and 148 single-client properties elsewhere in Europe.

Crest Net Lease, Inc.

owns six single-client properties in the United States.

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

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

owns seven single-client properties in the United States.

Realty Income Corporation also owns or holds interests in 149 multi-client properties in the United States, 100 multi-client properties in the United Kingdom, and 12 multi-client properties elsewhere in Europe.

Includes mortgages payable secured by 131 properties and excludes unamortized discount and deferred financing costs of $ 0.8 million.

The aggregate cost for federal income tax purposes for Realty Income Corporation is $ 55.2 billion and for Crest Net Lease, Inc.

27 unchanged sentences

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

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

For further information, see note 2 , Merger with VEREIT, Inc.

and Orion Office REIT Inc.

Divestiture, to our consolidated financial statements.

(2) The year ended December 31, 2023 includes contributions to joint ventures of $ 38.4 million and reclassification of $ 11.3 million right of use assets under finance leases.

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

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

(3) The year ended December 31, 2023 includes $ 14.0 million for building razed and $ 97.5 million of impairment, excluding impairment of depreciation, in-place and above- market leases.

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

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

The year ended 2020 includes $ 147.2 million of impairment.

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

6 unchanged sentences

Balance at Close of Period $ 6,096,736 $ 4,908,658 $ 3,963,753

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

Please see note 1 , Summary of Significant Accounting Policies , to our consolidated financial statements for information regarding lives used for depreciation and amortization.

In 2023, provisions for impairment were recorded on 112 Realty Income properties.

3 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures