Item 9A. Controls and Procedures
Item 9A: Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of and for the quarter ended December 31, 2023, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.
Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2023 our disclosure controls and procedures were effective and were operating at a reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer, Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
Management has used the framework set forth in the report entitled “Internal Control--Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of the end of the most recent fiscal year. KPMG LLP has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.
Submitted on February 21, 2024 by,
Sumit Roy, President, Chief Executive Officer
Jonathan Pong, Executive Vice President, Chief Financial Officer, and Treasurer
Changes in Internal Controls
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.
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Limitations on the Effectiveness of Controls
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Item 9B: 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.”
Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None
PART III
Item 10: Directors, Executive Officers and Corporate Governance
The information required by this item is set forth under the captions “Board of Directors” and “Executive Officers of the Company” and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
Item 11: Executive Compensation
The information required by this item is set forth under the caption “Executive Compensation” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
Item 13: Certain Relationships, Related Transactions and Director Independence
The information required by this item is set forth under the caption “Related Party Transactions” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
Item 14: Principal Accounting Fees and Services
Our independent registered public accounting firm is KPMG LLP , San Diego, CA , Auditor Firm ID: 185 .
The information required by this item is set forth under the caption “Independent Registered Public Accounting Firm Fees and Services” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
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PART IV
Item 15: Exhibits and Financial Statement Schedules
A. The following documents are filed as part of this report.
1. Financial Statements (see Item 8)
a. Reports of Independent Registered Public Accounting Firm
b. Consolidated Balance Sheets,
December 31, 2023 and 2022
c. Consolidated Statements of Income and Comprehensive Income,
Years ended December 31, 2023, 2022 and 2021
d. Consolidated Statements of Equity,
Years ended December 31, 2023, 2022 and 2021
e. Consolidated Statements of Cash Flows,
Years ended December 31, 2023, 2022 and 2021
f. Notes to Consolidated Financial Statements
2. Financial Statement Schedules. Reference is made to page F-1 of this report (electronically filed with the Securities and Exchange Commission).
a. 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.
3. Exhibits
Exhibit No. Description
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. and VEREIT Operating Partnership, L.P (filed as exhibit 2.1 to the Company's Form 8-K, filed on April 30, 2021 (File No. 001-13374), and incorporated herein by reference).
2.2 First Amendment to Agreement and Plan of Merger, dated as of June 25, 2021, by and among Realty Income Corporation, Rams MD Acquisition Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc. and VEREIT Operating Partnership, L.P (filed as exhibit 2.1 to the Company's Form 8-K, filed on June 25, 2021 (File No. 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).
Bylaws
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. 1 dated May 10, 2005 and amendment No. 2 dated May 10, 2005 (filed as exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2005, filed on August 3, 2005 (File No. 033-69410) and incorporated herein by reference).
3.3 Articles of Amendment dated July 29, 2011 (filed as exhibit 3.1 to the Company's Form 8-K, filed on August 2, 2011 (File No. 001-13374) and incorporated herein by reference).
3.4 Articles of Amendment dated June 21, 2012 (filed as exhibit 3.1 to the Company's Form 8-K, filed on June 21, 2012 (File No. 001-13374) and incorporated herein by reference).
3.5 Articles of Amendment dated May 14, 2019 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 16, 2019 (File No. 001-13374) and incorporated herein by reference).
3.6 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. 001-13374) and incorporated herein by reference).
3.7 Articles of Amendment dated May 17, 2022 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 19, 2022 (File No. 001-13374) and herein by reference.
3.8 Articles Supplementary dated June 30, 1998 establishing the terms of the Company's Class A Junior Participating Preferred Stock (filed as exhibit A to exhibit 1 to the Company's Form 8-A12B, filed on June 26, 1998 (File No. 001-13374) and incorporated herein by reference).
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3.9 Articles Supplementary dated May 24, 1999 establishing the terms of the Company's 93/8% Class B Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 to the Company's Form 8-K, filed on May 25, 1999 (File No. 001-13374) and incorporated herein by reference).
3.10 Articles Supplementary dated July 28, 1999 establishing the terms of the Company's 91/2% Class C Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 to the Company's Form 8-K, filed on July 30, 1999 (File No. 001-13374) and incorporated herein by reference).
3.11 Articles Supplementary dated May 24, 2004 and the Articles Supplementary dated October 18, 2004 establishing the terms of the Company's 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock (filed as exhibit 3.8 to the Company's Form 8-A12B, filed on May 25, 2004 (File No. 001-13374) and incorporated herein by reference).
3.12 Articles Supplementary dated November 30, 2006 establishing the terms of the Company's 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock (filed as exhibit 3.5 to the Company's Form 8-A12B, filed on December 5, 2006 (File No. 001-13374) and incorporated herein by reference).
3.13 Articles Supplementary to the Articles of Incorporation of the Company classifying and designating the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated February 3, 2012 (the “First Class F Articles Supplementary”) (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 3, 2012 (File No. 001-13374) and incorporated herein by reference).
3.14 Certificate of Correction to the First Class F Articles Supplementary, dated April 11, 2012 (filed as exhibit 3.2 to the Company’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).
3.15 Articles Supplementary to the Articles of Incorporation of the Company classifying and designating additional shares of the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated April 17, 2012 (filed as exhibit 3.3 to the Company’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).
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
4.1 Indenture dated as of October 28, 1998 between the Company and The Bank of New York (filed as exhibit 4.1 to the Company’s Form 8-K, filed on October 28, 1998 (File No. 001-13374) and incorporated herein by reference).
4.2 Form of 5.875% Senior Notes due 2035 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 11, 2005 (File No. 033-69410) and incorporated herein by reference).
4.3 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York, as Trustee, establishing a series of securities entitled 5.875% Senior Debentures due 2035 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on March 11, 2005 (File No. 033-69410) and incorporated herein by reference).
4.4 Form of Common Stock Certificate (filed as exhibit 4.16 to the Company’s Form 10-Q for the quarter ended September 30, 2011, filed on October 28, 2011 (File No. 001-13374) and incorporated herein by reference).
4.5 Form of 3.875% Note due 2024 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on June 25, 2014 (File No. 001-13374), and incorporated herein by reference).
4.6 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.875% Notes due 2024” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on June 25, 2014 (File No. 001-13374), and incorporated herein by reference).
4.7 Form of 4.125% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on September 23, 2014 (File No. 001-13374), and incorporated herein by reference).
4.8 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on September 23, 2014 (File No. 001-11374), and incorporated herein by reference).
4.9 Form of 3.000% Note due 2027 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 12, 2016 (File No. 001-13374), and incorporated herein by reference).
4.10 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.000% Notes due 2027” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 12, 2016 (File No. 001-13374), and incorporated herein by reference).
4.11 Form of 4.650% Note due 2047 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 15, 2017 (File No. 001-13374), and incorporated herein by reference).
4.12 Form of 4.125% Note due 2026 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on March 15, 2017 (File No. 001-13374), and incorporated herein by reference).
4.13 Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee, establishing a series of securities entitled “4.650% Notes due 2047” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.4 to the Company’s Form 8-K, filed on March 15, 2017 (File No. 001-13374), and incorporated herein by reference).
4.14 Form of 3.650% Note due 2028 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 6, 2017 (File No. 001-13374), and incorporated herein by reference).
4.15 Form of 4.650% Note due 2047 (filed as exhibit 4.4 to the Company’s Form 8-K, filed on December 6, 2017 (File No. 001-13374), and incorporated herein by reference).
4.16 Form of 3.875% Note due 2025 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on April 4, 2018 (File No. 001-13374), and incorporated herein by reference).
4.17 Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee, establishing a series of securities entitled “3.875% Notes due 2025” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on April 4, 2018 (File No. 001-13374), and incorporated herein by reference).
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4.18 Form of 3.250% Note due 2029 (filed as exhibit 4.2 to the Company's Form 8-K, filed on June 16, 2019 (File No. 001-13374), and incorporated herein by reference).
4.19 Officers’ Certificate pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.250% Notes due 2029." (filed as exhibit 4.3 to the Company's Form 8-K, filed on June 16, 2019 (File No. 001-13374), and incorporated herein by reference).
4.20 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on May 8, 2020 (File No. 001-13374), and incorporated herein by reference).
4.21 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 16, 2020 (File No. 001-13374), and incorporated herein by reference).
4.22 Officers' Certificate, dated May 8, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on May 8, 2020, (File No. 001-13374), and incorporated herein by reference).
4.23 Officers' Certificate, dated July 16, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, re-opening a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 16, 2020, (File No. 001-13374), and incorporated herein by reference).
4.24 Form of 1.625% Note due 2030 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 1, 2020 (File No. 001-13374), and incorporated herein by reference).
4.25 Officers’ Certificate dated October 1, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “1.625% Notes due 2030” (filed as an Exhibit 4.3 to the Company’s Form 8-K, filed on October 1, 2020 (File No. 001-13374), and incorporated herein by reference).
4.26 Form of 0.750% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 14, 2020 (File No. 001-13374), and incorporated herein by reference).
4.27 Form of 1.800% Note due 2033 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 14, 2020 (File No. 001-13374), and incorporated herein by reference).
4.28 Officers’ Certificate dated December 14, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of debt securities entitled “0.750% Notes due 2026” and a series of debt securities entitled “1.800% Notes due 2033” (filed as an Exhibit 4.4 to the Company's Form 8-K, filed on December 14, 2020 (File No. 001-13374), and incorporated herein by reference).
4.29 Officers’ Certificate dated July 13, 2021 pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new series of debt securities entitled “1.125% Notes due 2027” and a new series of debt securities entitled “1.750% Notes due 2033.” (filed as Exhibit 4.4 to the Company's Form 8-K, filed on July 13, 2021 (File No. 001-13374), and incorporated herein by reference).
4.30 Form of 1.125% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 13, 2021 (File No. 001-13374), and incorporated herein by reference)
4.31 Form of 1.750% Notes due 2033 (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 13, 2021 (File No. 001-13374), and incorporated herein by reference)
4.32 Form of 1.875% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on January 14, 2022 (File No. 001-13374), and incorporated herein by reference).
4.33 Form of 2.500% Notes due 2042 (filed as exhibit 4.3 to the Company's Form 8-K, filed on January 14, 2022 (File No. 001-13374), and incorporated herein by reference).
4.34 Officers’ Certificate dated January 14, 2022, pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new series of debt securities entitled “1.875% Notes due 2027” and a new series of debt securities entitled “2.500% Notes due 2042” (filed as exhibit 4.4 to the Company’s Form 8-K, filed on January 14, 2022 (File No. 001-13374), and incorporated herein by reference).
4.35 Indenture, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein and U.S. Bank National Association, as trustee (filed as exhibit 4.1 to VEREIT, Inc.'s Form 8-K, filed on February 7, 2014 (File No. 001-35263), and incorporated herein by reference).
4.36 Officers’ Certificate, dated as of February 6, 2014 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on February 7, 2014 (File No. 001-35263), and incorporated herein by reference).
4.37 First Supplemental Indenture, dated as of February 9, 2015, by and among ARC Properties Operating Partnership, L.P., American Realty Capital Properties, Inc. and U.S. Bank National Association (filed as exhibit 4.1 to VEREIT, Inc.'s Form 8-K, filed on February 13, 2015 (File No. 001-35263), and incorporated herein by reference).
4.38 Officers’ Certificate, dated as of June 2, 2016 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on June 3, 2016 (File No. 001-35263), and incorporated herein by reference).
4.39 Officers’ Certificate, dated as of August 11, 2017 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on August 11, 2017 (File No. 001-35263), and incorporated herein by reference).
4.40 Officers’ Certificate, dated as of October 16, 2018 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on October 16, 2018 (File No. 001-35263), and incorporated herein by reference).
4.41 Officers’ Certificate, dated as of December 4, 2019 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on December 4, 2019 (File No. 001-35263), and incorporated herein by reference).
4.42 Officers’ Certificate, dated as of June 29, 2020 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on June 29, 2020 (File No. 001-35263), and incorporated herein by reference).
4.43 Officers’ Certificate, dated as of November 17, 2020 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on November 17, 2020 (File No. 001-35263), and incorporated herein by reference) .
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4.44 Second Supplemental Indenture, dated as of November 1, 2021, by an among Rams MD Subsidiary I, Inc., VEREIT Operating Partnership, L.P., VEREIT, Inc. and U.S. Bank National Association, as trustee (filed as exhibit 4.10 to the Company's Form 8-K, filed on November 1, 2021 (File No. 001-13374), and incorporated herein by reference) .
4.45 Third Supplemental Indenture, dated as of November 9, 2021, by and among VEREIT Operating Partnership, L.P., Rams MD Subsidiary I, Inc. (f/k/a VEREIT, Inc.) and U.S. Bank National Association, as trustee (filed as exhibit 4.1 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.46 Form of 4.625% Notes due November 1, 2025. (filed as exhibit 4.3 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.47 Form of 4.875% Notes due June 1, 2026. (filed as exhibit 4.4 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.48 Form of 3.950% Notes due August 15, 2027. (filed as exhibit 4.5 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.49 Form of 3.400% Notes due January 15, 2028. (filed as exhibit 4.6 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.50 Form of 2.200% Notes due June 15, 2028. (filed as exhibit 4.7 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.51 Form of 3.100% Notes due December 15, 2029. (filed as exhibit 4.8 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.52 Form of 2.850% Notes due December 15, 2032. (filed as exhibit 4.9 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.53 Form of 5.625% Notes due October 13, 2032. (filed as exhibit 4.2 to the Company's Form 8-K, filed on October 13, 2022 (File No. 001-13374), and incorporated herein by reference).
4.54 Officers’ Certificate dated October 13, 2022 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.625% Notes due 2032” and including the form of debt securities of such series (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 13, 2022 (File No. 001-13374), and incorporated herein by reference)
4.55 Form of 5.050% Note due 2026 issued on January 13, 2023 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on January 13, 2023 (File No. 001-13374) and incorporated herein by reference) .
4.56 Form of 4.850% Note due 2030 issued on January 13, 2023 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on January 13, 2023 (File No. 001-13374) and incorporated herein by reference) .
4.57 Officers’ Certificate dated January 13, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.050% Notes due 2026” and a new series of debt securities entitled “4.850% Notes due 2030” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on January 13, 2023 (File No. 001-13374) and incorporated herein by reference).
4.58 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).
91
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. and U.S. 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. 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 September 16, 2019 (File No. 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. 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 August 6, 2020 (File No. 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. 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 March 3, 2021 (File No. 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.
Material Contracts
10.1+ Realty Income Corporation 2012 Incentive Award Plan (filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed on March 30, 2012 (File No. 001-13374) and incorporated herein by reference).
10.2+ Form of Restricted Stock Agreement for Employees under the Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 8, 2013 (File No. 001-13374) and incorporated herein by reference).
92
10.3+ Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.2 to the Company’s Form 8-K, filed on January 8, 2013 (File No. 001-13374) and incorporated herein by reference).
10.4+ Form of Addendum to Restricted Stock Agreement (filed as exhibit 10.2 to the Company’s Form 8-K, filed on June 19, 2013 (File No. 001-13374) and incorporated herein by reference).
10.5+ Amended and Restated Form Indemnification Agreement, between the Company and each executive officer and each director of the Board of Directors of the Company (filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 30, 2014 (File No. 001-13374) and incorporated herein by reference).
10.6+ Form of Performance Share Award Agreement (filed as exhibit 10.1 to the Company’s Form 10-Q, filed on April 30, 2015 (File No. 001-13374) and incorporated herein by reference).
10.7+ Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on February 23, 2015, as a prospectus supplement to the Company’s prospectus dated February 22, 2013 (File No. 333-186788) and incorporated herein by reference).
10.8+ Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on July 30, 2015, as a prospectus supplement to the Company’s prospectus dated February 22, 2013 (File No. 333-186788) and incorporated herein by reference).
10.9+ Form of Restricted Stock Agreement (filed as exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, 2015, filed on February 11, 2016 (File No. 001-13374) and incorporated herein by reference).
10.10+ Form of Restricted Stock Unit Award Agreement (filed as exhibit 10.31 to the Company’s Form 10-K for the year ended December 31, 2015, filed on February 11, 2016 (file No. 001-13374) and incorporated herein by reference).
10.11+ First Amendment to Realty Income Corporation 2012 Incentive Award Plan. (filed as exhibit 10.33 to the Company’s Form 10-K, filed on February 23, 2017 (File No. 001-13374) and incorporated herein by reference).
10.12+ Second Amendment to Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on February 17, 2017 (File No. 001-13374) and incorporated herein by reference).
10.13+ Form of Performance Share Award Agreement (filed as exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2017, filed on April 30, 2017 (File No. 001-13374) and incorporated herein by reference).
10.14+ Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed on January 18, 2019 (File No. 001-13374) and incorporated herein by reference).
10.15+ Form of Participation Agreement to Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.2 to the Company's Form 8-K, filed on January 18, 2019 (File No. 001-13374) and incorporated herein by reference).
10.16+ Severance Agreement and General Release dated January 29, 2020 (filed as exhibit 10.1 to the Company's Form 8-K, filed on January 30, 2020 (File No. 001-13374) and incorporated herein by reference).
10.17+ Participation Agreement to Realty Income Executive Severance Plan, dated as of October 12, 2020, by and between Realty Income Corporation and Christie B. Kelly. (filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 13, 2020 (File No. 001-13374) and incorporated herein by reference) .
10.18+ Realty Income Corporation 2021 Incentive Award Plan (filed as Appendix B to the Company's Proxy Statement on Schedule 14A filed on April 01, 2021 (File No. 001-13374) and incorporated herein by reference).
10.19+ First Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.1 to the Company's Form 8-K, filed on November 1, 2021 (File No. 001-13374) and incorporated herein by reference).
10.20+ Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.2 to the Company's Registration Statement on Form S-8 filed on May 18, 2021 (File No. 333-256254) and incorporated herein by reference).
10.21+ Form of Restricted Stock Agreement for Executives under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.21 to the Company’s Form 10-K for the year ended December 31, 2021, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).
10.22+ Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Executives under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.22 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference) .
10.23+ Form of November 15, 2021 Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.23 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).
10.24+ Form of Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.24 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).
10.25+ Form of Restricted Stock Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan (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).
93
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. 001-13374) and incorporated herein by reference).
10.32 First Amendment to the Second Amended and Restated Credit Agreement dated December 22, 2021 (filed as exhibit 10.1 to the Company's Form 8-K, filed on December 28, 2021 (File No. 001-13374) and incorporated herein by reference).
10.33 Third Amended and Restated Credit Agreement among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as exhibit 10.1 to the Company’s Form 8-K filed on April 28, 2022 (File No. 001-13374) and incorporated herein by reference).
10.34 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
21.1* Subsidiaries of the Company.
Consents of Experts and Counsel
23.1* Consent of Independent Registered Public Accounting Firm.
Certifications
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.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
Item 16: Form 10-K Summary
None.
94
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
REALTY INCOME CORPORATION
By: /s/SUMIT ROY Date: February 21, 2024
Sumit Roy
President, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/MICHAEL D. MCKEE Date: February 21, 2024
Michael D. McKee
Non-Executive Chairman of the Board of Directors
By: /s/PRISCILLA ALMODOVAR Date: February 21, 2024
Priscilla Almodovar
Director
By: /s/JACQUELINE BRADY Date: February 21, 2024
Jacqueline Brady
Director
By: /s/A. LARRY CHAPMAN Date: February 21, 2024
A. Larry Chapman
Director
By: /s/REGINALD H. GILYARD Date: February 21, 2024
Reginald H. Gilyard
Director
By: /s/MARY HOGAN PREUSSE Date: February 21, 2024
Mary Hogan Preusse
Director
By: /s/PRIYA CHERIAN HUSKINS Date: February 21, 2024
Priya Cherian Huskins
Director
By: /s/GERARDO I. LOPEZ Date: February 21, 2024
Gerardo I. Lopez
Director
By: /s/GREGORY T. MCLAUGHLIN Date: February 21, 2024
Gregory T. McLaughlin
Director
95
By: /s/RONALD L. MERRIMAN Date: February 21, 2024
Ronald L. Merriman
Director
By: /s/SUMIT ROY Date: February 21, 2024
Sumit Roy
Director, President, Chief Executive Officer
(Principal Executive Officer)
By: /s/JONATHAN PONG Date: February 21, 2024
Jonathan Pong
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
By: /s/SEAN P. NUGENT Date: February 21, 2024
Sean P. Nugent
Senior Vice President, Controller, Principal Accounting Officer
(Principal Accounting Officer)
96
Table of Contents
REALTY INCOME CORPORATION AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2023
(dollars in thousands)
Initial Cost to Company Cost Capitalized Subsequent to Acquisition Gross Amount at Which Carried at Close of Period (Notes 3, 4 and 6)
Description Number of Properties (Note 1) Encumbrances (Note 2) Land Buildings, Improvements and Acquisition Fees Improvements Carrying Costs Land Buildings, Improvements and Acquisition Fees Total Accumulated Depreciation (Note 5) Date of Construction Date Acquired
U.S.
Advertising 4 $ — $ 18,677 $ 70,647 $ — $ — $ 18,677 $ 70,647 $ 89,324 $ 5,541 1990 - 2009 3/26/2021 - 11/1/2021
Aerospace 6 24,133 9,280 104,596 3,297 — 9,280 107,893 117,173 48,022 1951 - 2013 6/20/2011 - 11/1/2021
Apparel 79 53,577 162,647 450,233 7,454 199 162,647 457,886 620,533 84,459 1962 - 2022 10/30/1987 - 3/22/2023
Automotive Collision Service 221 — 165,204 397,470 22,135 10 165,204 419,615 584,819 65,871 1920 - 2023 8/30/2002 - 12/21/2023
Automotive Parts 407 — 160,113 387,057 6,358 827 160,113 394,242 554,355 113,720 1969 - 2020 8/6/1987 - 3/22/2023
Automotive Service 808 — 629,606 1,221,922 84,848 144 629,606 1,306,914 1,936,520 152,030 1920 - 2023 10/2/1985 - 12/21/2023
Automotive Tire Services 270 — 221,879 476,681 27,802 81 221,879 504,564 726,443 157,639 1947 - 2023 11/27/1985 - 10/18/2023
Beverage 18 — 183,323 185,539 — — 183,323 185,539 368,862 61,713 1950 - 2020 6/25/2010 - 6/28/2022
Child Care 320 — 149,289 348,591 5,658 728 149,289 354,977 504,266 128,677 1957 - 2023 12/22/1981 - 12/7/2023
Consumer Electronics 27 — 57,535 158,334 2,145 51 57,535 160,530 218,065 24,810 1991 - 2020 6/9/1997 - 8/22/2023
Consumer Goods 9 17,990 24,077 259,494 925 — 24,077 260,419 284,496 45,221 1987 - 2013 1/22/2013 - 11/1/2021
Convenience Stores 2,076 — 1,884,822 2,846,162 23,970 145 1,884,822 2,870,277 4,755,099 599,684 1922 - 2023 3/3/1995 - 12/21/2023
Crafts and Novelties 53 — 104,873 312,117 2,174 440 104,873 314,731 419,604 47,880 1974 - 2022 11/26/1996 - 3/22/2023
Diversified Industrial 22 49,838 57,865 360,336 17,976 — 57,865 378,312 436,177 38,147 1954 - 2021 9/19/2012 - 3/22/2023
Dollar Stores 2,899 1,983 919,277 2,588,243 6,854 9 919,277 2,595,106 3,514,383 533,523 1925 - 2023 2/3/1998 - 12/21/2023
Drug Stores 594 254,729 775,846 2,159,983 4,143 100 775,846 2,164,226 2,940,072 529,688 1958 - 2015 9/30/1998 - 8/24/2023
Education 19 — 28,362 58,918 4,514 103 28,362 63,535 91,897 17,061 1957 - 2009 12/19/1984 - 11/22/2022
Energy 32 — 23,442 74,471 297 — 23,442 74,768 98,210 4,644 1963 - 2014 11/1/2021 - 11/1/2021
Entertainment 28 — 97,433 219,535 26,632 — 97,433 246,167 343,600 17,115 1960 - 2021 3/31/1999 - 6/30/2023
Equipment Services 30 — 31,703 102,090 1,424 — 31,703 103,514 135,217 18,730 1965 - 2022 7/3/2003 - 12/15/2023
Financial Services 357 135,382 177,065 455,777 ( 6,538 ) 101 177,065 449,340 626,405 109,972 1807 - 2015 3/10/1987 - 3/22/2023
Food Processing 13 — 24,968 184,897 25,804 — 24,968 210,701 235,669 21,523 1991 - 2023 12/20/2012 - 9/15/2023
General Merchandise 273 7,592 432,290 1,228,772 ( 1,155 ) 535 432,290 1,228,152 1,660,442 185,927 1954 - 2023 8/6/1987 - 12/6/2023
Gaming 1 — 419,464 1,277,403 — — 419,464 1,277,403 1,696,867 39,539 2019 - 2019 12/1/2022 - 12/1/2022
Grocery 244 69,243 580,352 1,500,504 8,557 325 580,352 1,509,386 2,089,738 287,504 1947 - 2021 9/30/2003 - 6/1/2023
Health and Beauty 8 — 6,696 49,339 2,542 — 6,696 51,881 58,577 8,221 1999 - 2017 2/23/1999 - 3/22/2023
Health and Fitness 141 — 351,092 1,562,037 12,618 172 351,092 1,574,827 1,925,919 404,359 1943 - 2023 5/31/1995 - 8/23/2023
Health Care 493 68,360 341,653 1,151,285 24,848 225 341,653 1,176,358 1,518,011 122,778 1922 - 2023 12/18/1984 - 12/18/2023
Home Furnishings 180 41,472 206,189 561,998 10,253 128 206,189 572,379 778,568 72,276 1960 - 2021 1/24/1984 - 5/10/2023
Home Improvement 172 15,916 526,157 935,456 5,976 63 526,157 941,495 1,467,652 171,569 1863 - 2022 12/22/1986 - 6/13/2023
Insurance 3 10,998 2,204 6,838 — — 2,204 6,838 9,042 422 2000 - 2012 11/1/2021 - 10/17/2022
Jewelry 5 — 5,367 58,688 — — 5,367 58,688 64,055 7,596 1997 - 2008 1/22/2013 - 11/1/2021
Machinery 4 — 6,577 69,225 — — 6,577 69,225 75,802 8,837 1969 - 2021 7/31/2012 - 3/22/2023
Motor Vehicle Dealerships 64 — 229,924 421,181 1,700 — 229,924 422,881 652,805 93,690 1962 - 2023 11/29/2003 - 11/30/2023
Office Supplies 6 — 12,603 38,026 1,147 339 12,603 39,512 52,115 8,419 1978 - 2014 5/30/1997 - 11/1/2021
Other Manufacturing 16 — 28,025 202,510 3,248 240 28,025 205,998 234,023 24,822 1979 - 2018 1/22/2013 - 12/15/2022
F-1
Table of Contents
REALTY INCOME CORPORATION AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
As of December 31, 2023
(dollars in thousands)
Initial Cost to Company Cost Capitalized Subsequent to Acquisition Gross Amount at Which Carried at Close of Period (Notes 3, 4 and 6)
Description Number of Properties (Note 1) Encumbrances (Note 2) Land Buildings, Improvements and Acquisition Fees Improvements Carrying Costs Land Buildings, Improvements and Acquisition Fees Total Accumulated Depreciation (Note 5) Date of Construction Date Acquired
Packaging 18 $ 626 $ 45,730 $ 237,725 $ 2,480 $ — $ 45,730 $ 240,205 $ 285,935 $ 52,665 1956 - 2016 6/3/2011 - 1/5/2023
Paper 2 — 2,462 11,935 45 — 2,462 11,980 14,442 5,122 2002 - 2006 5/2/2011 - 12/21/2012
Pet Supplies and Services 140 — 130,787 376,248 26,557 239 130,787 403,044 533,831 54,428 1945 - 2023 12/22/1981 - 12/15/2023
Restaurants-Casual 836 12,823 654,015 1,473,143 722 1,531 654,015 1,475,396 2,129,411 256,294 1965 - 2019 5/16/1984 - 4/10/2023
Restaurants-Quick Service 1,814 — 939,921 1,960,658 3,593 174 939,921 1,964,425 2,904,346 336,068 1926 - 2023 12/9/1976 - 10/25/2023
Shoe Stores 6 — 6,992 41,985 341 215 6,992 42,541 49,533 14,544 1990 - 2008 3/26/1998 - 12/22/2021
Sporting Goods 47 12,255 107,608 366,711 5,185 178 107,608 372,074 479,682 58,030 1950 - 2020 10/17/2001 - 3/22/2023
Telecommunications 7 — 9,303 14,392 683 11 9,303 15,086 24,389 3,681 1964 - 2016 6/26/1998 - 10/17/2022
Theaters 76 — 221,786 739,058 10,719 — 221,786 749,777 971,563 298,810 1930 - 2014 7/27/2000 - 11/1/2021
Transportation Services 87 — 177,691 1,059,854 11,424 402 177,691 1,071,680 1,249,371 256,618 1967 - 2016 4/1/2003 - 4/5/2022
Warehousing and Storage 2 — 1,442 15,178 — — 1,442 15,178 16,620 3,390 1979 - 2007 1/22/2013 - 11/1/2021
Wholesale Club 54 6,787 306,006 713,020 — — 306,006 713,020 1,019,026 178,110 1985 - 2019 9/30/2011 - 8/11/2022
Other 16 — 31,434 54,994 3,916 — 31,434 58,910 90,344 9,830 1986 - 2021 8/18/1986 - 4/10/2023
Europe
Apparel 3 — 20,751 79,223 — — 20,751 79,223 99,974 4,649 1990 - 2005 4/19/2021 - 3/30/2023
Automotive Parts 2 — 3,918 7,737 — — 3,918 7,737 11,655 204 1980 - 1996 6/17/2022 - 9/28/2023
Automotive Tire Services 3 — 1,707 5,206 — — 1,707 5,206 6,913 581 1974 - 1994 3/9/2021 - 3/9/2021
Consumer Electronics 2 — 8,988 24,686 602 — 8,988 25,288 34,276 717 1997 - 2006 3/4/2022 - 9/29/2023
Convenience Stores 2 — 5,284 3,301 — — 5,284 3,301 8,585 213 1982 - 2020 12/21/2021 - 9/20/2023
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
Entertainment 1 — 22,768 35,888 — — 22,768 35,888 58,656 2,823 1993 - 1993 1/13/2022 - 1/13/2022
Food Processing 7 — 33,485 90,850 1,911 — 33,485 92,761 126,246 4,795 1950 - 2021 11/30/2021 - 2/23/2023
General Merchandise 23 — 191,349 232,095 19,656 — 191,349 251,751 443,100 9,191 1980 - 2023 8/25/2021 - 10/17/2023
Grocery 176 38,732 1,541,454 2,312,185 2,361 — 1,541,454 2,314,546 3,856,000 185,616 1800 - 2022 5/23/2019 - 12/1/2023
Health and Fitness 2 — 29,102 28,456 — — 29,102 28,456 57,558 1,659 2004 - 2020 3/24/2022 - 1/31/2023
Health Care 6 — 27,163 52,355 — — 27,163 52,355 79,518 3,801 1969 - 2006 3/23/2020 - 9/7/2022
Home Furnishings 12 — 89,533 113,961 — — 89,533 113,961 203,494 7,629 1980 - 2019 4/9/2021 - 4/4/2023
Home Improvement 92 — 729,656 938,924 1,478 — 729,656 940,402 1,670,058 61,997 1890 - 2016 7/31/2020 - 12/6/2023
Motor Vehicle Dealerships 3 — 16,376 28,146 — — 16,376 28,146 44,522 1,879 1990 - 2005 2/11/2022 - 9/27/2022
Other Manufacturing 2 — 40,179 13,169 — — 40,179 13,169 53,348 614 1912 - 1968 4/6/2022 - 6/22/2022
Restaurants-Quick Service 1 — 713 1,899 — — 713 1,899 2,612 230 2007 - 2007 3/17/2021 - 3/17/2021
Sporting Goods 92 — 264,736 478,111 892 — 264,736 479,003 743,739 8,693 1950 - 2018 8/5/2022 - 12/28/2023
Theaters 1 — 1,455 — — — 1,455 — 1,455 — 2011 - 2011 12/18/2019 - 12/18/2019
Transportation Services 3 — 13,166 28,600 1,142 — 13,166 29,742 42,908 1,110 1970 - 1970 1/6/2022 - 12/22/2022
Warehousing and Storage 1 — 52,725 48,919 — — 52,725 48,919 101,644 3,902 2002 - 2002 3/11/2021 - 3/11/2021
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
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Table of Contents
REALTY INCOME CORPORATION AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
As of December 31, 2023
(dollars in thousands)
Note 1. 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 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.
Note 2. Includes mortgages payable secured by 131 properties and excludes unamortized discount and deferred financing costs of $ 0.8 million.
Note 3. The aggregate cost for federal income tax purposes for Realty Income Corporation is $ 55.2 billion and for Crest Net Lease, Inc. is $ 26.1 million.
Note 4. The following is a reconciliation of total real estate carrying value for the years ended December 31 (in thousands): 2023 2022 2021
Balance at Beginning of Period $ 42,689,699 $ 35,952,659 $ 21,048,334
Additions During Period:
Acquisitions and development 7,239,885 8,021,159 5,851,945
Merger Additions (1)
— — 11,722,801
Less amounts allocated to acquired lease intangible assets and liabilities on our Consolidated Balance Sheets ( 484,096 ) ( 625,730 ) ( 826,064 )
Improvements, Etc. 54,904 99,484 56,567
Other (Leasing Costs and Building Adjustments) (2)
49,504 97,482 64,807
Total Additions 6,860,197 7,592,395 16,870,056
Deductions During Period:
Cost of Real Estate sold 125,166 402,386 1,206,837
Cost of Equipment sold 11 — 8
Orion Divestiture (1)
— — 634,254
Releasing costs — 53 40
Other (3)
111,851 39,463 91,176
Total Deductions 237,028 441,902 1,932,315
Foreign Currency Translation 329,618 ( 413,453 ) ( 33,416 )
Balance at Close of Period $ 49,642,486 $ 42,689,699 $ 35,952,659
F-3
Table of Contents
REALTY INCOME CORPORATION AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
As of December 31, 2023
(dollars in thousands)
(1) Represents derecognition of assets from the Orion Divestiture. 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.
Note 5. The following is a reconciliation of accumulated depreciation for the years ended (in thousands): 2023 2022 2021
Balance at Beginning of Period $ 4,908,658 $ 3,963,753 $ 3,563,178
Additions During Period - Provision for Depreciation 1,233,709 1,028,182 628,246
Deductions During Period:
Accumulated depreciation of real estate and equipment sold or disposed of 57,609 73,913 226,897
Foreign Currency Translation 11,978 ( 9,364 ) ( 774 )
Balance at Close of Period $ 6,096,736 $ 4,908,658 $ 3,963,753
Please see note 1 , Summary of Significant Accounting Policies , to our consolidated financial statements for information regarding lives used for depreciation and amortization.
Note 6. In 2023, provisions for impairment were recorded on 112 Realty Income properties.
In 2022, provisions for impairment were recorded on 94 Realty Income properties.
In 2021, provisions for impairment were recorded on 103 Realty Income properties.
See report of independent registered public accounting firm.
F-4