Realty Income
Annual Report 2013

Plain-text annual report

R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 61% Revenue Growth 19% FFO per share Growth 21% Dividend Growth 5 Dividend Increases RECORD 2013 PERFORMANCE $12.6 Billion Enterprise Value $4.7 Billion Acquisitions 3,896 Properties Owned 98.2% Occupancy 2 0 1 3 A N N U A L R E P O R T 600 La Terraza Boulevard Escondido, CA 92025-3873 www.realtyincome.com E Printed on recyled paper with soy-based inks. MISSION We are The Monthly Dividend Company®. Over the past 45 years we have paid our shareholders over $2.7 billion in monthly dividends and we have increased dividends 74 times since our listing on the New York Stock Exchange in 1994 (NYSE “O”). We are committed to continuing to operate your company in a manner that supports the ongoing payment of dividends that increase over time. COMPANY DESCRIPTION We have been acquiring freestanding commercial real estate since 1969. Our focus is on acquiring single-tenant commercial properties leased to creditworthy tenants under 10 to 20-year net-lease agreements. We hold these properties for their long-term lease revenue production, which provides us with the cash flow we use to pay dividends to our shareholders. Additionally, we employ conservative balance sheet management to protect the integrity of the cash flow to pay dividends and actively manage our real estate portfolio in order to sustain high occupancy. 2014 MILESTONE During 2014 we will celebrate our 20th year as a New York Stock Exchange-traded public company and will have crossed the threshold of paying dividends without interruption for 20 years. TABLE OF CONTENTS Historical Financial Performance Letter to Shareholders The Magic of Rising Dividends Over Time 2013 Annual Report: Form 10-K Company Information 2 4 15 16 97 Company Information Executive Officers Additional Officers Debra M. Bonebrake Senior Vice President, Industrial, Distribution and Office Gregory J. Fahey Senior Vice President, Controller Robert J. Israel Senior Vice President, Research Laura S. King Senior Vice President, Assistant General Counsel and Assistant Secretary Theresa M. Casey Vice President, IT Enterprise Software Elizabeth Cate Vice President, Portfolio Management Benjamin N. Fox Vice President, Asset Management Tere H. Miller Vice President, Investor Relations Dawn Nguyen Vice President, Portfolio Management Clint Schmucker Vice President, Information Technology Joel Tomlinson Vice President, Director of Acquisitions Cary J. Wenthur Vice President, Senior Director of Acquisitions Janeen Bedard Associate Vice President, Assistant to CEO for Corporate Strategy Stephen D. Burchett Associate Vice President, Senior Legal Counsel Jill M. Cossaboom Associate Vice President, Assistant Controller Kristin K. Ferrell Associate Vice President, Portfolio Management Teresa M. Glenn Associate Vice President, Human Resources & Operations Shannon C. Jensen Associate Vice President, Senior Legal Counsel Scott A. Kohnen Associate Vice President, Director of Research Sean P. Nugent Associate Vice President, Assistant Controller Jenette S. O’Brien Associate Vice President, Director of Investment Property Sales Patrick Rea Associate Vice President, Property Management Independent Registered Public Accounting Firm For Additional Corporate Information KPMG LLP San Diego, California Wells Fargo Shareowner Services Transfer Agent P.O. Box 64873 St. Paul, MN 55164 For shareholder administration and account information please visit Wells Fargo’s website at: www.shareowneronline.com or call this toll-free number: 1-877-218-2434 or email your questions to: stocktransfer@wellsfargo.com Visit the Realty Income corporate website at: www.realtyincome.com Contact your financial advisor, or contact Realty Income at: telephone: 760-741-2111 email: ir@realtyincome.com Copies of Realty Income’s Annual Report on Form 10-K are available upon written request to: Realty Income Corporation Attention: Investor Relations 600 La Terraza Boulevard Escondido, CA 92025-3873 R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 9 7 Left to Right: Richard Collins, John Case, Paul Meurer, Gary Malino, Sumit Roy, Michael Pfeiffer Gary M. Malino President, Michael R. Pfeiffer Executive Vice President, Chief Operating Officer General Counsel and Secretary Paul M. Meurer Executive Vice President, Chief Financial Officer and Treasurer Sumit Roy Executive Vice President, Chief Investment Officer John P. Case Chief Executive Officer Member of the Board of Directors Richard G. Collins Executive Vice President, Portfolio Management Directors Michael D. McKee Chairman of the Board of Directors and Chief Executive Officer, Bentall Kennedy John P. Case Chief Executive Officer Member of the Board of Directors Thomas A. Lewis Vice Chairman of the Board of Directors Kathleen R. Allen, Ph.D. Director, Center for Technology Commercialization, Marshall School of Business University of Southern California A. Larry Chapman Retired, Executive Vice President, Head of Commercial Real Estate, Wells Fargo Bank Priya Cherian Huskins Partner, Woodruff-Sawyer & Co. Gregory T. McLaughlin Senior Vice President, PGA Tour Ronald L. Merriman Retired Vice Chair, KPMG, LLP 2013 PERFORMANCE HIGHLIGHTS 17.0% AFFO per share growth 21.2% dividend per share growth $3.2 billion acquisition of ARCT $1.5 billion property-level acquisitions 98.2% occupancy CUMULATIVE PERFORMANCE HIGHLIGHTS SINCE 1994 LISTING 16.3% compounded average annual total return 74 dividend increases Total enterprise growth to $12.6 billion from $347 million Number of properties increased to 3,896 from 630 Occupancy rate never below 96% R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 1 Sterling Winery in Napa, California A N N U A L I Z E D D I V I D E N D S A N D D I V I D E N D I N C R E A S E S ( 1 ) > 521 CONSECUTIVE DIVIDENDS PAID SINCE 1969 > 74 DIVIDEND INCREASES SINCE 1994 NYSE LISTING > 65 CONSECUTIVE QUARTERLY INCREASES $0.90 $0.93 $0.95 $0.96 $1.02 $1.08 $1.11 $1.14 $1.17 $1.20 $1.32 $1.40 $1.52 $1.64 $1.70 $1.72 $1.73 $1.75 $1.82 $2.19 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 (1) Annualized dividend amount reflects the December declared dividend rate per share multiplied by 12. Quick Service Restaurant in Kansas City, Missouri Wholesale Club in Sanford, Florida 2 R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T Automotive Tire Service in Houston, Texas Theater in Los Angeles, California CO M PA R I S O N O F $ 1 0 0 I N V E S T E D I N R E A LT Y I N CO M E I N 1 9 9 4 V S . M A J O R S TO C K I N D I C E S $1,491 $692 $667 $577 $555 $1,700 $1,500 $1,300 $1,100 $900 $700 $500 $300 $100 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 REALTY INCOME CORPORATION EQUITY REIT INDEX DOW JONES INDUSTRIAL AVERAGE STANDARD & POORS 500 NASDAQ COMPOSITE Convenience Store in Yorktown, Virginia R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 3 R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 1 Historical Financial Performance For the Years Ended December 31, 2013 2012 2011 2010 2009 Total revenue(1) $ 759,798,000 $ 483,557,000 $ 421,644,000 $ 346,437,000 $ 328,794,000 Net income available to common stockholders $ 203,634,000 $ 114,538,000 $ 132,779,000 $ 106,531,000 $ 106,874,000 Funds from operations (“FFO”)(2) $ 462,030,000 $ 268,761,000 $ 249,392,000 $ 193,926,000 $ 190,554,000 Adjusted funds from operations (“AFFO”)(2) $ 463,139,000 $ 274,183,000 $ 253,372,000 $ 197,256,000 $ 192,739,000 Dividends paid to common stockholders $ 409,222,000 $ 236,348,000 $ 219,297,000 $ 182,500,000 $ 178,008,000 Special dividend paid AT YEAR END Real estate at cost, before accumulated depreciation(3) $ 9,899,475,000 $ 5,920,685,000 $ 4,971,981,000 $ 4,112,862,000 $ 3,439,456,000 Number of properties Gross leasable square feet Properties acquired(4) 3,896 3,013 2,634 2,496 2,339 62,644,900 37,677,500 27,369,000 21,215,800 19,182,000 958 423 164 Cost of properties acquired(4) $ 4,670,169,000 $ 1,164,924,000 $ 1,016,100,000 $ 713,534,000 $ 57,937,000 Properties sold Number of industries Number of states Portfolio occupancy rate Remaining weighted average lease term in years PER COMMON SHARE DATA(5) Net income (diluted) Funds from operations (“FFO”)(2) Adjusted funds from operations (“AFFO”)(2) Dividends paid Special dividend Annualized dividend amount(6) Common shares outstanding INVESTMENT RESULTS Closing price on December 31, Dividend yield(7)(8)(9) Total return to stockholders(9)(10) $ $ $ $ $ $ 75 47 49 98.2% 10.8 44 44 49 97.2% 11.0 1.06 2.41 2.41 2.147 $ $ $ $ 0.86 2.02 2.06 1.772 $ $ $ $ 26 38 49 96.7% 11.3 1.05 1.98 2.01 1.737 2.186 $ 1.821 $ 1.746 1.731 $ 1.716 207,485,073 133,452,411 133,223,338 118,058,988 104,286,705 37.33 $ 40.21 $ 34.96 34.20 $ 25.91 5.3% -1.8% 5.1% 20.1% 5.1% 7.3% 6.6% 38.6% 7.4% 19.3% 186 28 32 49 96.6% 11.4 1.01 1.83 1.86 1.722 $ $ $ $ 16 25 30 49 96.8% 11.2 1.03 1.84 1.86 1.707 $ $ $ $ $ $ (1) Total revenue includes amounts reclassified to income from discontinued operations, but excludes gain on sales, tenant reimbursements and revenue from Crest Net Lease, a subsidiary of Realty Income. (2) Refer to Management’s Discussion and Analysis for FFO and AFFO definition and reconciliation to net income available to common stockholders. For 2012 and 2013, FFO has been adjusted to add back American Realty Capital Trust merger-related costs. (3) Does not include properties held for sale. (4) Includes properties acquired by Realty Income and Crest Net Lease. Historical Financial Performance For the Years Ended December 31, 2013 2012 2011 2010 2009 2008 2007 2006 2005 Total revenue(1) $ 759,798,000 $ 483,557,000 $ 421,644,000 $ 346,437,000 $ 328,794,000 $ 331,465,000 $ 295,561,000 $ 240,626,000 $ 197,751,000 Net income available to common stockholders $ 203,634,000 $ 114,538,000 $ 132,779,000 $ 106,531,000 $ 106,874,000 $ 107,588,000 $ 116,156,000 $ 99,419,000 $ 89,716,000 Funds from operations (“FFO”)(2) $ 462,030,000 $ 268,761,000 $ 249,392,000 $ 193,926,000 $ 190,554,000 $ 185,524,000 $ 189,947,000 $ 155,815,000 $ 129,833,000 Adjusted funds from operations (“AFFO”)(2) $ 463,139,000 $ 274,183,000 $ 253,372,000 $ 197,256,000 $ 192,739,000 $ 192,003,000 $ 193,079,000 $ 159,479,000 $ 130,843,000 Dividends paid to common stockholders $ 409,222,000 $ 236,348,000 $ 219,297,000 $ 182,500,000 $ 178,008,000 $ 169,655,000 $ 157,659,000 $ 129,667,000 $ 108,575,000 Real estate at cost, before accumulated depreciation(3) $ 9,899,475,000 $ 5,920,685,000 $ 4,971,981,000 $ 4,112,862,000 $ 3,439,456,000 $ 3,408,910,000 $ 3,238,794,000 $ 2,743,973,000 $ 2,096,156,000 Cost of properties acquired(4) $ 4,670,169,000 $ 1,164,924,000 $ 1,016,100,000 $ 713,534,000 $ 57,937,000 $ 189,627,000 $ 533,726,000 $ 769,900,000 $ 486,553,000 3,896 3,013 2,634 2,496 2,339 2,348 2,270 1,955 1,646 62,644,900 37,677,500 27,369,000 21,215,800 19,182,000 19,106,700 18,504,800 16,740,100 13,448,600 958 423 164 186 16 108 357 378 156 75 47 49 98.2% 10.8 44 44 49 97.2% 11.0 1.06 2.41 2.41 2.147 $ $ $ $ 0.86 2.02 2.06 1.772 $ $ $ $ 26 38 49 96.7% 11.3 1.05 1.98 2.01 1.737 28 32 49 96.6% 11.4 1.01 1.83 1.86 1.722 $ $ $ $ 25 30 49 96.8% 11.2 1.03 1.84 1.86 1.707 $ $ $ $ 29 30 49 97.0% 11.9 1.06 1.83 1.90 1.662 1.731 $ 1.716 $ 1.701 $ $ $ $ $ 10 30 49 97.9% 13.0 1.16 1.89 1.92 1.560 1.641 $ $ $ $ $ 13 29 48 98.7% 12.9 1.11 1.73 1.77 1.437 1.518 $ $ $ $ $ 23 29 48 98.5% 12.4 1.12 1.62 1.63 1.346 1.395 118,058,988 104,286,705 104,211,541 101,082,717 100,746,226 83,696,647 34.20 $ 25.91 $ 23.15 $ 27.02 $ 27.70 $ 21.62 6.6% 38.6% 7.4% 19.3% 6.1% -8.2% 5.6% 3.2% 6.7% 34.8% 5.3% -9.2% (5) All share and per share amounts reflect the 2-for-1 stock split on December 31, 2004. (6) Annualized dividend amount reflects the December declared dividend rate per share multiplied by twelve. (7) Dividend yield was calculated by dividing the dividend paid per share, during the year, by the closing share price on December 31 of the previous year. (8) Dividend yield excludes special dividends. $ $ $ $ $ $ Annualized dividend amount(6) 2.186 $ 1.821 $ 1.746 Common shares outstanding 207,485,073 133,452,411 133,223,338 INVESTMENT RESULTS Closing price on December 31, Dividend yield(7)(8)(9) Total return to stockholders(9)(10) 37.33 $ 40.21 $ 34.96 5.3% -1.8% 5.1% 20.1% 5.1% 7.3% Special dividend paid AT YEAR END Number of properties Gross leasable square feet Properties acquired(4) Properties sold Number of industries Number of states Portfolio occupancy rate Remaining weighted average lease term in years PER COMMON SHARE DATA(5) Net income (diluted) Funds from operations (“FFO”)(2) Adjusted funds from operations (“AFFO”)(2) Dividends paid Special dividend $ $ $ $ $ $ 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 $ 177,606,000 $ 150,370,000 $ 137,600,000 $ 121,081,000 $ 116,310,000 $ 104,510,000 85,132,000 67,897,000 56,957,000 51,555,000 48,863,000 $ 90,168,000 $ 76,722,000 $ 120,554,000 $ 104,608,000 $ 126,424,000 $ 106,659,000 $ 97,420,000 $ 83,842,000 $ $ $ $ 68,954,000 95,068,000 95,844,000 78,042,000 $ $ $ $ 57,846,000 77,828,000 78,504,000 64,871,000 $ $ $ $ 45,076,000 67,239,000 67,836,000 58,262,000 $ $ $ $ 41,012,000 65,917,000 66,330,000 55,925,000 41,304,000 34,770,000 32,223,000 25,600,000 15,224,000 62,799,000 52,353,000 47,718,000 40,414,000 39,185,000 62,364,000 52,077,000 47,430,000 39,668,000 39,185,000 52,301,000 44,367,000 42,794,000 36,710,000 38,816,000 5,285,000 5,850,000 $ 1,691,283,000 $ 1,533,182,000 $ 1,285,900,000 $ 1,178,162,000 $ 1,073,527,000 $ 1,017,252,000 $ 889,835,000 $ 699,797,000 $ 564,540,000 $ 515,426,000 $ 450,703,000 1,533 1,404 1,197 1,124 1,068 1,076 826 740 685 630 11,986,100 11,350,800 9,997,700 9,663,000 9,013,200 8,648,000 7,824,100 6,302,300 5,226,700 4,673,700 4,064,800 194 302 111 117 22 110 $ 215,314,000 $ 371,642,000 $ 139,433,000 $ 156,472,000 $ 98,559,000 $ 181,376,000 $ 193,436,000 $ 142,287,000 $ 55,517,000 $ 65,393,000 $ 3,273,000 43 30 48 97.9% 12.0 1.15 1.53 1.61 1.241 $ $ $ $ 35 28 48 98.1% 11.8 1.08 1.47 1.50 1.181 1.32 $ 1.20 $ $ $ $ $ 35 26 48 97.7% 10.9 1.01 1.40 1.41 1.151 1.17 $ $ $ $ $ 35 25 48 98.2% 10.4 21 24 46 97.7% 9.8 0.99 1.33 1.34 1.121 $ $ $ $ 0.84 1.26 1.27 1.091 $ $ $ $ 3 24 45 98.4% 10.7 0.76 1.23 1.24 1.043 1.14 $ 1.11 $ 1.08 1.02 0.96 0.93 0.90 79,301,630 75,818,172 69,749,654 65,658,222 53,127,038 53,644,328 53,634,206 51,396,928 45,959,074 45,952,474 39,004,182 25.29 $ 20.00 $ 17.50 $ 14.70 $ 12.4375 $ 10.3125 $ 12.4375 $ 12.719 $ 11.9375 $ 11.25 $ 8.5625 6.2% 32.7% 6.7% 21.0% 7.8% 26.9% 9.0% 27.2% 10.6% 31.2% 8.4% -8.7% 7.7% 5.5% 7.9% 14.5% 8.3% 15.4% 10.7% 42.0% 9.9% 28.5% (9) The 1994 dividend yield is based on the annualized dividends for the period from August 15, 1994 (the date of the consolidation of the predecessors to the Company) to December 31, 1994. The 1994 total return is based on the price change from the opening on October 18, 1994 (the Company’s first day of trading) to December 31, 1994 plus the annualized dividend yield. (10) Total return was calculated by dividing the net change in the share price, during the year, plus the dividends paid per share, during the year, by the closing share price on December 31 of the preceding year. $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 970 149 5 22 45 99.5% 10.2 0.78 1.18 1.17 0.983 $ $ $ $ $ $ $ $ $ $ $ $ 96 10 14 43 99.2% 9.8 0.74 1.11 1.10 0.946 $ $ $ $ $ $ $ $ $ $ 62 7 8 42 99.1% 9.5 0.70 1.04 1.03 0.931 0.23 0.945 $ $ $ $ $ $ $ $ $ $ $ 58 3 7 42 99.3% 9.2 0.63 1.00 0.98 0.913 4 5 5 41 99.4% 9.5 0.39 0.98 0.98 0.300 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 $ 177,606,000 $ 150,370,000 $ 137,600,000 $ 121,081,000 $ 116,310,000 $ 104,510,000 $ 90,168,000 $ 76,722,000 68,954,000 57,846,000 45,076,000 41,012,000 $ 120,554,000 $ 104,608,000 95,068,000 77,828,000 67,239,000 65,917,000 $ 126,424,000 $ 106,659,000 95,844,000 78,504,000 67,836,000 66,330,000 $ 97,420,000 $ 83,842,000 78,042,000 64,871,000 58,262,000 55,925,000 $ $ $ $ $ $ $ $ $ $ $ $ $ 85,132,000 41,304,000 62,799,000 62,364,000 52,301,000 $ $ $ $ $ 67,897,000 34,770,000 52,353,000 52,077,000 44,367,000 $ $ $ $ $ $ 56,957,000 32,223,000 47,718,000 47,430,000 42,794,000 5,285,000 $ $ $ $ $ 51,555,000 25,600,000 40,414,000 39,668,000 36,710,000 $ $ $ $ $ $ 48,863,000 15,224,000 39,185,000 39,185,000 38,816,000 5,850,000 $ 1,691,283,000 $ 1,533,182,000 $ 1,285,900,000 $ 1,178,162,000 $ 1,073,527,000 $ 1,017,252,000 $ 889,835,000 $ 699,797,000 $ 564,540,000 $ 515,426,000 $ 450,703,000 1,533 1,404 1,197 1,124 1,068 1,076 970 826 740 685 630 11,986,100 11,350,800 9,997,700 9,663,000 9,013,200 8,648,000 7,824,100 6,302,300 5,226,700 4,673,700 4,064,800 194 302 111 117 149 96 62 58 4 $ 215,314,000 $ 371,642,000 $ 139,433,000 $ 156,472,000 $ 98,559,000 $ 181,376,000 $ 193,436,000 $ 142,287,000 $ 55,517,000 $ 65,393,000 $ 3,273,000 5 22 45 99.5% 10.2 0.78 1.18 1.17 0.983 1.02 $ $ $ $ $ 10 14 43 99.2% 9.8 0.74 1.11 1.10 0.946 0.96 $ $ $ $ $ $ 7 8 42 99.1% 9.5 0.70 1.04 1.03 0.931 0.23 0.945 $ $ $ $ $ 3 7 42 99.3% 9.2 0.63 1.00 0.98 0.913 0.93 $ $ $ $ $ 5 5 41 99.4% 9.5 0.39 0.98 0.98 0.300 0.90 $ $ $ $ $ 79,301,630 75,818,172 69,749,654 65,658,222 53,127,038 53,644,328 53,634,206 51,396,928 45,959,074 45,952,474 39,004,182 25.29 $ 20.00 $ 17.50 $ 14.70 $ 12.4375 $ 10.3125 $ 12.4375 $ 12.719 $ 11.9375 $ 11.25 $ 8.5625 6.2% 32.7% 6.7% 21.0% 7.8% 26.9% 9.0% 27.2% 10.6% 31.2% 8.4% -8.7% 7.7% 5.5% 7.9% 14.5% 8.3% 15.4% 10.7% 42.0% 9.9% 28.5% $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 43 30 48 97.9% 12.0 1.15 1.53 1.61 1.241 $ $ $ $ 35 28 48 98.1% 11.8 1.08 1.47 1.50 1.181 35 26 48 97.7% 10.9 1.01 1.40 1.41 1.151 22 21 24 46 97.7% 9.8 35 25 48 98.2% 10.4 0.99 1.33 1.34 1.121 $ $ $ $ 0.84 1.26 1.27 1.091 $ $ $ $ 110 3 24 45 98.4% 10.7 0.76 1.23 1.24 1.043 1.32 $ 1.20 1.17 1.14 $ 1.11 $ 1.08 $ $ $ $ $ $ Dear Fellow Shareholders, I am privileged to have been selected as your CEO in September of 2013, and am pleased to report a record- setting operating performance for the year. I expect our company to continue its excellent performance and positive, long-term investment results for shareholders. While I may be a new face and name to some of our investors, I have been at Realty Income for four years, most recently as president and chief investment officer since March of 2013 and, prior to that, as chief investment officer since the beginning of 2010. In addition, before joining Realty Income, I served as an external advisor to the company for more than 10 years. I also have 25 years of commercial real estate experience. Based on my long relationship with the company and background in real estate, I am a firm believer in Realty Income’s mission and have been deeply involved in executing our strategic plan in recent years. Until becoming CEO, I led our acquisitions efforts that contributed to earnings growth of 30% to $2.41 per share and dividend growth of 27% to $2.19 per share during the last four years. Additionally, we were able to increase the overall credit quality of the tenants in our portfolio while realizing outstanding property investment spreads (the initial lease yields we receive on our properties less our cost of capital to fund property acquisitions), allowing us to maintain a growing and durable cash flow stream to support the dividend. I am pleased to have been able to contribute to the success of our company over the past four years and look forward to new opportunities for success as your CEO. DIFFERENT LEADER – SAME MISSION The name on the door may have changed, but the vision and mission of Realty Income remain the same. Our mission, as always, is to manage our real estate assets so that they continue to provide the lease revenue to support monthly dividend payments. Additionally, our goal is to increase the amount of the dividends you receive, over time, by increasing the amount of lease revenue the existing portfolio generates and by expanding the size of our real estate portfolio. The business plan we have pursued for the past 45 years, which has allowed us to continually achieve this mission, is the same business plan that we intend to execute going forward with me as your CEO. Our business plan is relatively simple, yet it provides us with the flexibility to react to ongoing changes 4 R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T in the economy and the real estate markets. That plan is to:  Pay 12 monthly dividends  Raise the dividend  Maintain a conservative balance sheet  Maintain high occupancy  Acquire additional properties  Remain disciplined in our acquisition underwriting approach  Continue to grow investor interest in The Monthly Dividend Company® Working with me to meet our business plan objectives is a seasoned and experienced executive team that has been essential to our success and growth since we became a public company in 1994. This team, with an average tenure of 16 years, continues to provide the management quality and depth of experience crucial to our continued successful operations. HIGHLIGHTS OF 2013 We achieved outstanding operating results in 2013. Simply put, we had the best operating performance in our company’s history. A few highlights of our financial performance are:  Total revenue grew 57% to $760 million  Earnings, as measured by our Adjusted Funds from Operations (AFFO), increased 69% to $463 million  AFFO per share increased 17% to $2.41  Dividends paid per share grew by just over 21% TOTAL REVENUE (1) FOR THE YEARS (DOLLARS IN MILLIONS) $800 $700 $600 $500 $400 $300 $200 $100 4 9 5 9 6 9 7 9 8 9 9 9 0 0 1 0 2 0 3 0 4 0 5 0 6 0 7 0 8 0 9 0 0 1 1 1 2 1 3 1 9 4 $ 2 5 $ 7 5 $ 8 6 $ 5 8 $ 5 0 1 $ 6 1 1 $ 1 2 1 $ 8 3 1 $ 0 5 1 $ 8 7 1 $ 8 9 1 $ 1 4 2 $ 6 9 2 $ 2 3 3 $ 9 2 3 $ 6 4 3 $ 2 2 4 $ 4 8 4 $ 0 6 7 $ (1) Includes amounts reclassified to income from discontinued operations, but excludes gain on sales, tenant reimbursements, and revenue from Crest Net Lease, a subsidiary of Realty Income. AFFO PER COMMON SHARE FOR THE YEARS $2.40 $2.30 $2.20 $2.10 $2.00 $1.90 $1.80 $1.70 $1.60 $1.50 $1.40 $1.30 $1.20 $1.10 $1.00 4 9 5 9 6 9 7 9 8 9 9 9 0 0 1 0 2 0 3 0 4 0 5 0 6 0 7 0 8 0 9 0 0 1 1 1 2 1 3 1 8 9 . 0 $ 8 9 . 0 $ 3 0 . 1 $ 0 1 . 1 $ 7 1 . 1 $ 4 2 . 1 $ 7 2 . 1 $ 4 3 . 1 $ 1 4 . 1 $ 0 5 . 1 $ 1 6 . 1 $ 3 6 . 1 $ 7 7 . 1 $ 2 9 . 1 $ 0 9 . 1 $ 6 8 . 1 $ 6 8 . 1 $ 1 0 . 2 $ 6 0 . 2 $ 1 4 . 2 $ R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 5 Real Estate Acquisitions The primary driver of these tremendous financial results was real estate acquisitions. During 2013 we generated and reviewed $39 billion in real estate acquisition opportunities, the most in our 20-year history as a public company. We selectively acquired a record $1.5 billion of properties that met our investment criteria, approximately $300 million more than we acquired in 2012. In total, we completed investments in 459 properties. We also made our first entity-level acquisition in 2013, acquiring American Realty Capital Trust (ARCT), a publicly traded REIT that also focused on triple-net lease properties, for $3.2 billion. This transaction closed in January of 2013, adding 515 freestanding commercial properties to our company which have been successfully integrated into our real estate portfolio. This acquisition was an excellent strategic fit for us on numerous levels allowing us to:  Increase our earnings (AFFO) by approximately $0.15 per share  Increase our dividend by 19%  Further diversify our real estate portfolio by tenant, industry, geography, and property type, while still maintaining our retail property focus  Immediately achieve our goal to improve the credit quality of our real estate portfolio by adding a significant number of investment- grade rated tenants  Increase the size and scale of our company by approximately 35%, providing important competitive advantages relative to our operating efficiencies, acquisition capabilities, and access to and cost of capital. To summarize our acquisition activity in 2013, we collectively invested a total of $4.7 billion in 974 properties and increased our portfolio to a total of 3,896 properties. This record acquisition volume nearly doubled the amount of real estate on our balance sheet to $10 billion, and benefited multiple facets of our operations, including tenant credit quality and portfolio diversification. Approximately 70% of the revenue generated by the properties acquired in 2013 is from tenants with investment-grade credit ratings. We also further diversified our tenant base by adding 55 new tenants to the portfolio, and increased the proportion of non-retail property types from 15% of rental revenue to 23% by the end of the year. TENANT DIVERSIFICATION ( 1 ) (AT 12/31/13) FedEx Walgreens Family Dollar LA Fitness AMC Theatres Diageo BJ’s Wholesale Clubs Northern Tier Energy/Super America Dollar General Rite Aid Regal Cinemas CVS Pharmacy The Pantry Circle K Walmart/Sam’s Club 5.2% 5.0% 4.8% 4.3% 3.1% 2.9% 2.9% 2.5% 2.4% 2.2% 2.1% 2.1% 1.8% 1.7% 1.6% (1) Largest 15 tenants based on percentage of total portfolio annualized rental revenue as of December 31, 2013. During 2013 we generated and reviewed $39 billion in real estate acquisition opportunities, the most in our 20-year history as a public company. 6 R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T GROWING YOUR PORTFOLIO NUMBER OF PROPERTIES AT THE END OF EACH YEAR 4,000 3,800 3,600 3,400 3,200 3,000 2,800 2,600 2,400 2,200 2,000 1,800 1,600 1,400 1,200 1,000 800 600 4 9 0 3 6 5 9 5 8 6 6 9 0 4 7 7 9 6 2 8 8 9 0 7 9 9 9 6 7 0 , 1 0 0 8 6 0 , 1 1 0 4 2 1 , 1 2 0 7 9 1 , 1 3 0 4 0 4 , 1 4 0 3 3 5 , 1 5 0 6 4 6 , 1 6 0 5 5 9 , 1 7 0 0 7 2 , 2 8 0 8 4 3 , 2 9 0 9 3 3 , 2 0 1 6 9 4 , 2 1 1 4 3 6 , 2 2 1 3 1 0 , 3 3 1 6 9 8 , 3 In addition, our largest industry now represents 10.6% of rental revenue, down from 14.9% in 2012, further enhancing the stability of our lease revenue by reducing the amount of revenue from any single industry. We are pleased with the enhancements in our real estate portfolio as a result of our targeted acquisitions. Portfolio Management This past year was also our most active year yet in portfolio management, in terms of our efforts to sell properties that are less of a strategic fit for us today, and re-deploy capital into assets that better meet our investment objectives. During 2013, we sold 75 properties for approximately $134 million, realizing an attractive gain on these sales. By comparison, we sold 44 properties in 2012 for approximately $50 million. Our portfolio management team also re-leased to either existing tenants or new tenants 136 properties with expiring leases, resulting in increased rents on these properties of approximately 1%. These proactive efforts have contributed to the portfolio’s 98.2% occupancy at year end, an increase from 97.2% at the end of 2012. The internal growth in the portfolio was also healthy with same store rent increases of 1.4% during 2013, as compared to 0.1% in 2012. We are pleased with the portfolio’s performance. R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 7 Resources We continued to supplement the expertise of our existing staff during 2013 by adding new personnel to the company to support our growth. Specifically, we added key personnel in our acquisitions, portfolio management, research, legal, technology, and accounting departments. Recently, we added to our non-retail asset capabilities by hiring a senior vice president who has extensive experience in industrial, distribution and office properties to oversee our efforts in these property types. Additionally, the tremendous growth of the last few years has caused us to outgrow our existing headquarters facility. Consequently, we acquired a new headquarters building which provides us with ample space to expand, as needed. We hope to move into our new headquarters at the end of 2014. These additions ensure we have the best people, the highest quality information systems, and the best working environment so that our company continues to excel. Our accomplishments in 2013 position us to continue to meet our objective of providing a sustainable monthly dividend which can grow over time. The increased diversification of the overall portfolio, as well as the improved credit quality of our tenant base, serves to protect the revenue supporting the dividend. In addition, the outstanding growth in 2013 has increased our size and scale, which allows us to generate more real estate acquisition opportunities that can drive portfolio growth and future increases in the monthly dividend. THEN AND NOW Our performance in 2013, as well as our results since 2010, speak to the execution of our strategic plan that was conceived during the Great Recession. At the time, we witnessed a more challenging economy that in all likelihood would remain under pressure and be more volatile in the near-to- intermediate term. This recession created a tepid retail environment and we observed a cautious consumer who was moving away from discretionary spending. We also saw internet sales continuing to claim additional consumer dollars, as various items could more conveniently be accessed online at lower price points. As a result, our strategic plan focused primarily on two main initiatives: 1) moving the portfolio up the “credit curve” by adding tenants with stronger credit profiles, including many with investment-grade ratings, and 2) investing in new industries and property types. The objective of our revised investment focus was to decrease our exposure to tenants whose business may be more at-risk during challenging economic cycles. For example, such tenants could include a tenant providing discretionary, higher priced goods, a tenant with considerable leverage on its balance sheet, or a tenant selling goods vulnerable to competition from e-commerce. The intent was to create an even more durable cash flow stream from which we pay the dividend. In 2010, we began to aggressively execute on this initiative. This was an opportune time for our company, as ever-decreasing interest rates and an abundance of well-priced capital These additions ensure we have the best people, the highest quality information systems, and the best working environment so that our company continues to excel. 8 R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T resulted in a period of high, relative investment spreads on our acquisitions that continued through 2013. We were able to take advantage of these favorable conditions by making $4.4 billion in property-level investments during this four-year period at spreads well above our historical average. It’s important to note that 53% of these investments were with investment-grade rated tenants. To put that into perspective, prior to 2010 only about 5% of our acquisitions had been with investment- grade rated tenants, at relatively narrower spreads. We are pleased to have achieved such attractive spreads while executing our initiative to enhance the credit quality of the portfolio. We also carefully invested in non-retail property types, further diversifying the revenue stream. Typically, our tenants leasing such properties are investment-grade rated, Fortune 1000 companies where the real estate we own has notable strategic importance to their business. Today, 23% of rental revenue is derived from non-retail property types. During this time, we also were actively investing in our traditional non- investment-grade rated retail tenant properties. This is a property type we know very well as we have been investing in it for 45 years. About $1.8 billion of the $4.4 billion we invested from 2010 through 2013 was in non-investment-grade rated retail tenant assets, making this the most active four-year period for acquisitions of this type in our history. As is customary, we applied our proven underwriting approach to all transactions, and pursued the opportunities that met our established initiatives. We looked for tenants offering non-discretionary goods and services and favored those with a high service orientation to their business to minimize the impact of internet competition. We also focused on retail tenants providing a discount proposition to their customers, which we believe is a sensible retail strategy during uncertain economic times as it allows these tenants to more effectively compete with low online pricing. We are pleased to have capitalized on this window of opportunity to achieve some of our most accretive investment spreads, all while delivering on our initiatives. PROPERTY TYPE DIVERSIFICATION (1) Retail 77.4% Industrial & Distribution 10.9% Office Manufacturing Agriculture Total 6.6% 2.6% 2.5% 100% (1) Based on rental revenue for the quarter ended 12/31/13 We are pleased to have achieved such attractive spreads while executing our initiative to enhance the credit quality of the portfolio. R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 9 WHAT DO YOU OWN TODAY? As a result of our success in executing our strategic plan, today our real estate assets are more diversified than ever, and our overall tenant base has an improved credit profile. Additionally, we have been able to accomplish this while maintaining a conservative balance sheet to execute our strategy and utilizing our low cost of capital advantage to achieve the widest investment spreads in the company’s history. The most important outcome of our efforts has been our ability to grow and enhance the security of the cash flow supporting the monthly dividend. Let’s take a look at where we are today as we begin 2014 compared to where we were at the end of 2009 before implementing our strategic plan: O P E R AT I O N A L A R E A 1 2 / 3 1 / 0 9 1 2 / 3 1 / 1 3 B E N E F I T S NUMBER OF PROPERTIES 2,339 3,896 Consistent growth in lease revenue supporting dividend increases PROPERTY DIVERSIFICATION TENANTS INDUSTRIES 118 30 205 47 PROPERTY TYPES 98% retail 77% retail Diversified sources of lease revenue with less reliance on any one tenant, industry, or property type create more stable cash flows lessening the risk of disruption, leading to greater dividend stability INVESTMENT-GRADE TENANTS 2% of revenue 40% of revenue Enhanced cash flow quality TOP 15 TENANTS 53.0% of revenue 44.6% of revenue PORTFOLIO OCCUPANCY 96.8% 98.2% REAL ESTATE ASSETS $3.4 billion $9.9 billion ENTERPRISE VALUE $4.4 billion $12.6 billion EARNINGS GROWTH (AFFO) $1.86 per share $2.41 per share Diversifying lease revenues enhances dividend stability Consistently high occupancy supports dividend payments Increased assets supporting dividend growth Greater size leads to increased operating efficiencies and growth opportunities as well as a reduced cost of capital Earnings increases drive dividend increases DIVIDEND GROWTH $1.71 per share $2.19 per share Increased monthly dividend As you can see, what you own today is a larger, stronger, and more diversified real estate portfolio that continues to grow based on stringent investment criteria and careful underwriting. The growth over the past four years has been conservatively funded, primarily through equity issuances, with long-term, fixed-rate debt issued when prudent, always with an eye towards maintaining a conservative balance sheet and the integrity of the cash flow. 1 0 R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T ECONOMIC AND COMPETITIVE ENVIRONMENT TODAY We continue to operate in a relatively low interest rate environment, with consumer spending that has marginally increased, and gross domestic product growth that is trending up while unemployment numbers are trending down (as of this writing). These trends, however, are tenuous and uncertain, so we are not sure how 2014 will unfold from an economic standpoint. While none of us can predict the future, we believe we have created a real estate portfolio that should, by design, perform in virtually any economic environment. Today, 40% of our revenue is derived from investment-grade rated tenants, and our conservatively underwritten non-investment-grade retail tenant property revenue has been resilient throughout a variety of economic environments over the past 45 years. In addition, more than 90% of our retail tenants today have a service, non-discretionary, and/or a low price point component to their business, which we think is important to the sustainability of their operations and minimizes the impact from e-commerce. Our track record of maintaining high occupancy, which has never been below 96%, demonstrates the overall health of our tenant base and the historical reliability of our lease revenue. In terms of the competitive environment, the net lease sector, in which we operate, has grown tremendously in recent years. The net lease sector has a total enterprise value in excess of $75 billion and now represents 7% of the total enterprise value of all equity REITS, as compared to 3% two years ago. While this growth creates more investment opportunities and greater investor awareness of our company, it also results in a more competitive sector, which has tended to stabilize PORTFOLIO OCCUPANCY AT THE END OF EACH YEAR Our track record of maintaining high occupancy, which has never been below 96%, demonstrates the overall health of our tenant base. 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 4 9 % 4 . 9 9 5 9 % 3 . 9 9 6 9 % 1 . 9 9 7 9 % 2 . 9 9 8 9 % 5 . 9 9 9 9 % 4 . 8 9 0 0 % 7 . 7 9 1 0 % 2 . 8 9 2 0 % 7 . 7 9 3 0 % 1 . 8 9 4 0 % 9 . 7 9 5 0 % 5 . 8 9 6 0 % 7 . 8 9 7 0 % 9 . 7 9 8 0 % 0 . 7 9 9 0 0 1 1 1 2 1 % 8 . 6 9 % 6 . 6 9 % 7 . 6 9 % 2 . 7 9 3 1 % 2 . 8 9 R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 1 1 acquisitions pricing. We are fortunate to be one of the most successful, experienced and largest net lease companies. As a result, we enjoy broad and extensive relationships with many tenants, as well as a deep pool of owners, developers, and advisors in the industry. These relationships result in abundant and attractive property acquisition opportunities for our company, despite the competitive landscape. INVESTMENT RETURNS During 2013, shareholders who owned our common stock for the entire year received $2.15 per share in dividends, compared to $1.77 per share in 2012, an increase of just over 21%, the largest single-year increase in the company’s history. This increase was the result of four consecutive quarterly increases, combined with a larger $0.35 per share annualized dividend increase provided to our shareholders in February of 2013. Despite the significant growth in the dividend we paid to our shareholders and our record-setting operating performance, our share price ended lower on the year, as compared to the closing price on December 31, 2012, and investors realized a total return of -1.8%. It’s important to note that year-end total return is based on a company’s share price at a given point in time. During 2013, the price of our shares fluctuated between a high of $55.48 and a low of $36.58, closing at $37.33 on December 31, 2013. As I write this letter in February of 2014, the most recent closing price of our shares is $44.42. Factors that can play a role in the pricing of our shares include, but are not limited to, perceptions in the market place of unfolding economic events, as well as conditions in the stock market in general. Interestingly therefore, strong performance in the company’s operations may not always correlate to the movement of our stock price over the short term. However, as the “Realty Income Performance vs. Major Stock Indices” chart on the next page illustrates, over the long term, our consistent and sound operating performance has led to advances in our share price over time, providing our investors with a compounded average annual total return since 1994 of 16.3%. We are proud of this result which compares favorably to overall market and industry returns. OUTLOOK FOR 2014 The beginning of this year has been busy for us. At the end of 2013 we announced the signing of definitive agreements to acquire $503 million in assets from Inland Diversified Real Estate Trust, a transaction that is in the process of closing as I write this letter. We have already provided 2014 guidance of $1.2 billion in property acquisitions. We are excited about our growth opportunities and maintaining the momentum we have generated over the last four years. While it may be challenging to duplicate our record-setting operating performance in 2013, we continue to see one of the best environments in our company’s history in which to acquire properties that will support our growth and dividends. The acquisitions environment remains robust and we are able to source attractive acquisitions at yields that continue to be quite accretive to our earnings. We will continue to invest in both investment-grade rated tenant properties and our traditional non-investment-grade retail tenant properties, applying our disciplined underwriting approach as we have done in the past. We currently have more than $900 million available on our $1.5 billion line of credit to fund our acquisition activities and we continue to have excellent access to long-term and permanent capital. CONSERVATIVE CAPITAL STRUCTURE (AT 12/31/13) Common Equity: $7.8 billion / 62% Debt: $4.2 billion / 33% Preferred Stock: $629 million / 5% Total Capitalization: $12.6 billion We have provided our investors with a compounded average annual total return since 1994 of 16.3%. 1 2 R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T REALTY INCOME PERFORMANCE VS. MAJOR STOCK INDICES REALTY INCOM E EQUI TY REIT INDEX (1 ) DOW JON ES INDUSTRIAL AV ERAGE S&P 500 NASDAQ COMPOSIT E D IVI DEND Y IELD TOTAL RETU RN ( 2 ) DI VI DEND YIELD TOTAL RETURN (3 ) DIVIDEND YIELD TOTAL RETURN (3 ) DIVIDEND YIELD TOTAL RETURN (3 ) DIVIDEND YIELD TOTAL RETU RN (4) 10/18–12/31 1994 10.5% 10.8% 7.7% 0.0% 2.9% (1.6%) 2.9% (1.2%) 0.5% (1.7%) 1995 8.3% 42.0% 7.4% 15.3% 2.4% 36.9% 2.3% 37.6% 0.6% 39.9% 1996 7.9% 15.4% 6.1% 35.3% 2.2% 28.9% 2.0% 23.0% 0.2% 22.7% 1997 7.5% 14.5% 5.5% 20.3% 1.8% 24.9% 1.6% 33.4% 0.5% 21.6% 1998 8.2% 5.5% 7.5% (17.5%) 1.7% 18.1% 1.3% 28.6% 0.3% 39.6% 1999 10.5% (8.7%) 8.7% (4.6%) 1.3% 27.2% 1.1% 21.0% 0.2% 85.6% 2000 8.9% 31.2% 7.5% 26.4% 1.5% (4.7%) 1.2% (9.1%) 0.3% (39.3%) 2001 7.8% 27.2% 7.1% 13.9% 1.9% (5.5%) 1.4% (11.9%) 0.3% (21.1%) 2002 6.7% 26.9% 7.1% 3.8% 2.6% (15.0%) 1.9% (22.1%) 0.5% (31.5%) 2003 6.0% 21.0% 5.5% 37.1% 2.3% 28.3% 1.8% 28.7% 0.6% 50.0% 2004 5.2% 32.7% 4.7% 31.6% 2.2% 5.6% 1.8% 10.9% 0.6% 8.6% 2005 6.5% (9.2%) 4.6% 12.2% 2.6% 1.7% 1.9% 4.9% 0.9% 1.4% 2006 5.5% 34.8% 3.7% 35.1% 2.5% 19.0% 1.9% 15.8% 0.8% 9.5% 2007 6.1% 3.2% 4.9% (15.7%) 2.7% 8.8% 2.1% 5.5% 0.8% 9.8% 2008 7.3% (8.2%) 7.6% (37.7%) 3.6% (31.8%) 3.2% (37.0%) 1.3% (40.5%) 2009 6.6% 19.3% 3.7% 28.0% 2.6% 22.6% 2.0% 26.5% 1.0% 43.9% 2010 5.1% 38.6% 3.5% 27.9% 2.6% 14.0% 1.9% 15.1% 1.2% 16.9% 2011 5.0% 7.3% 3.8% 8.3% 2.8% 8.3% 2.3% 2.1% 1.3% (1.8%) 2012 4.5% 20.1% 3.5% 19.7% 3.0% 10.2% 2.5% 16.0% 2.6% 15.9% 2013 5.8% (1.8%) 3.9% 2.9% 2.3% 29.6% 2.0% 32.4% 1.4% 38.3% COMPOUNDED AVERAGE ANNUAL TOTAL RETURN (5) 16.3% 10.6% 10.3% 9.5% 9.2% Note: All of these dividend yields are calculated as annualized dividends based on the last dividend paid in applicable time period divided by the closing price as of period end. Dividend yield sources: NAREIT website and Bloomberg, except for the 1994 NASDAQ dividend yield which was sourced from Datastream / Thomson Financial. (1) FTSE NAREIT US Equity REIT Index, as per NAREIT website. (2) Calculated as the difference between the closing stock price as of period end less the closing stock price as of previous period, plus dividends paid in period, divided by closing stock price as of end of previous period. Does not include reinvestment of dividends. (3) Includes reinvestment of dividends. Source: NAREIT website and Factset. (4) Price only index, does not include dividends. Source: Factset. (5) All of these Compounded Average Annual Total Return rates are calculated in the same manner: from Realty Income’s NYSE listing on October 18, 1994 through December 31, 2013, and (except for NASDAQ) assuming reinvestment of dividends. Past performance does not guarantee future performance. Realty Income presents this data for informational purposes only and makes no representation about its future performance or how it will compare in performance to other indices in the future. R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 1 3 R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 1 3 Ultimately, our objective is to grow our AFFO and dividends by adding these attractive real estate assets at favorable risk-adjusted returns and investment spreads over our cost of capital. In 2014, we will continue to:  Fulfill our mission of generating reliable cash flows to pay monthly dividends  Carefully underwrite tenants, industries, and asset types we are considering acquiring with a focus on long-term revenue stream viability  Focus on achieving sustainable growth by acquiring high-quality real estate assets in favorable locations and strong markets that provide us with an attractive investment spread  Match-fund these acquisitions with capital that is optimally priced and conservatively structured  Actively manage our real estate portfolio to maximize revenue generation  Maintain a broad, talented and experienced management team to deliver in 2014 and beyond IN CONCLUSION I would be remiss if I didn’t take a moment to acknowledge the outstanding contributions to our company by Tom Lewis, our former CEO. Tom led Realty Income for nearly 17 years as CEO and retired in September of 2013. Under Tom’s leadership, our company grew in total enterprise value from $619 million to over $12 billion, achieved dividend growth of 127% from $0.96 per share to $2.18 per share and provided a compounded total average annual return to shareholders of 15.4%. I believe I speak for all shareholders in thanking Tom for his superb service to Realty Income. I look forward to building on the impressive operating results achieved under Tom’s stewardship. As always, what drives us is a dedication to our mission to continue to provide dependable monthly dividends that grow over time to our shareholders. Our decisions are based on their impact on the durability and growth of the dividend. This decision- making methodology is part of the DNA of the company, driving decisions about what properties we acquire, what tenants and industries we approve, the types of capital we deploy, and how we manage our real estate portfolio. We realized extraordinary growth in 2013 which had one purpose – to grow and maintain the reliability of the dividend. We will move forward in 2014 with the same degree of discipline and singleness of purpose and look forward to continuing to responsibly grow your company. With that said, we always remind our investors how important it is to rely on Realty Income for only a portion of their income needs. There is no guarantee that we will be as successful in 2014 as we have been in the past, though we remain confident in our ability to continue to operate your company in a manner that supports the payment of monthly dividends that increase over time. We thank you for your continued support of The Monthly Dividend Company® and look forward to keeping you apprised of our progress throughout the year. Sincerely, John P. Case Chief Executive Officer What drives us is a dedication to our mission to continue to provide dependable monthly dividends that grow over time to our shareholders. 1 4 R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T THE MAGIC OF RISING DIVIDENDS OVER TIME An important benefit to shareholders, who have held our shares for many years and enjoyed regular dividend increases, is shown in the table below. This table shows that because of regular dividend increases, your current yield on cost has increased over time. It also shows that many long-term shareholders may have received enough in cash dividends from Realty Income that the equivalent of their original investment dollars has been paid back to them. YIELD ON COST BENEFITS THE CUMULATIVE DIVIDEND EFFECT 1,000 Shares Purchased on Original Investment Investment Value as of 12/31/2013 Original Annual Dividend Income Current Annual Dividend Income (1) Currrent Yield on Cost at 12/31/2013 Dividends Received Through 12/31/2013 Original Yield Percent of Original Investment Returned 10/18/94 $8,000 $37,330 $900 $2,186 11.3% 27.3% $26,106 326.3% 12/31/94 $8,563 $37,330 $900 $2,186 10.5% 25.5% $25,806 301.4% 12/31/95 $11,250 $37,330 $930 $2,186 8.3% 19.4% $24,894 221.3% 12/31/96 $11,938 $37,330 $945 $2,186 7.9% 18.3% $23,847 199.8% 12/31/97 $12,719 $37,330 $960 $2,186 7.5% 17.2% $22,901 180.1% 12/31/98 $12,438 $37,330 $1,020 $2,186 8.2% 17.6% $21,919 176.2% 12/31/99 $10,313 $37,330 $1,080 $2,186 10.5% 21.2% $20,876 202.4% 12/31/00 $12,438 $37,330 $1,110 $2,186 8.9% 17.6% $19,785 159.1% 12/31/01 $14,700 $37,330 $1,140 $2,186 7.8% 14.9% $18,664 127.0% 12/31/02 $17,500 $37,330 $1,170 $2,186 6.7% 12.5% $17,512 100.1% 12/31/03 $20,000 $37,330 $1,200 $2,186 6.0% 10.9% $16,331 12/31/04 $25,290 $37,330 $1,320 $2,186 5.2% 8.6% $15,090 12/31/05 $21,620 $37,330 $1,395 $2,186 6.5% 10.1% $13,744 12/31/06 $27,700 $37,330 $1,518 $2,186 12/31/07 $27,020 $37,330 $1,641 $2,186 12/31/08 $23,150 $37,330 $1,701 $2,186 12/31/09 $25,910 $37,330 $1,716 $2,186 12/31/10 $34,200 $37,330 $1,731 $2,186 12/31/11 $34,960 $37,330 $1,746 $2,186 12/31/12 $40,210 $37,330 $1,821 $2,186 12/31/13 $37,330 $37,330 $2,186 $2,186 5.5% 6.1% 7.3% 6.6% 5.1% 5.0% 4.5% 5.9% 7.9% 8.1% 9.4% 8.4% 6.4% 6.3% 5.4% 5.9% $12,306 $10,746 $9,084 $7,377 $5,656 $3,919 $2,147 81.7% 59.7% 63.6% 44.4% 39.8% 39.2% 28.5% 16.5% 11.2% 5.3% (1) Current annual dividend income based on annualized dividend per share at 12/31/13. R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 1 5 2013 Annual Report: Form 10-K 1 6 R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T REALTY INCOME CORPORATION AND SUBSIDIARIES Financial Information Consolidated Balance Sheets ....................................................................................................... 18 Consolidated Statements of Income ............................................................................................. 19 Consolidated Statements of Equity .............................................................................................. 20 Consolidated Statements of Cash Flows ..................................................................................... 21 Notes to Consolidated Financial Statements ............................................................................... 22 Consolidated Quarterly Financial Data ......................................................................................... 47 Reports of Independent Registered Public Accounting Firm ....................................................... 48 Business Description .................................................................................................................... 50 Property Portfolio Information ....................................................................................................... 64 Forward-Looking Statements ........................................................................................................ 71 Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... 72 General ........................................................................................................................................................... 72 Liquidity and Capital Resources ................................................................................................................... 72 Results of Operations .................................................................................................................................... 81 Funds from Operations Available to Common Stockholders (FFO) and Normalized Funds from Operations Available to Common Stockholders (Normalized FFO) ...................................................... 88 Adjusted Funds from Operations Available to Common Stockholders (AFFO) ........................................ 90 Impact of Inflation .......................................................................................................................................... 91 Impact of Recent Accounting Pronouncements .......................................................................................... 91 Quantitative and Qualitative Disclosures About Market Risk ..................................................................... 91 Selected Financial Data ................................................................................................................ 93 Controls and Procedures .............................................................................................................. 94 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, including Total Return Performance ........................... 96 17 REALTY INCOME CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets At December 31, 2013 and 2012 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) ASSETS Real estate, at cost: Land Buildings and improvements Total real estate, at cost Less accumulated depreciation and amortization Net real estate held for investment Real estate held for sale, net Net real estate Cash and cash equivalents Accounts receivable, net Acquired lease intangible assets, net Goodwill Other assets, net Total assets LIABILITIES AND EQUITY Distributions payable Accounts payable and accrued expenses Acquired lease intangible liabilities, net Other liabilities Lines of credit payable Term loan Mortgages payable, net Notes payable, net Total liabilities Commitments and contingencies Stockholders' equity: Preferred stock and paid in capital, par value $0.01 per share, 69,900,000 shares authorized and 25,150,000 shares issued and outstanding as of December 31, 2013 and December 31, 2012 Common stock and paid in capital, par value $0.01 per share, 370,100,000 shares authorized, 207,485,073 shares issued and outstanding as of December 31, 2013 and 133,452,411 shares issued and outstanding at December 31, 2012 Distributions in excess of net income Total stockholders' equity Noncontrolling interests Total equity Total liabilities and equity 2013 2012 $ $ $ $ 2,791,147 7,108,328 9,899,475 (1,114,888 ) 8,784,587 12,022 8,796,609 10,257 39,323 935,459 15,660 127,133 9,924,441 $ 1,999,820 3,920,865 5,920,685 (897,767 ) 5,022,918 19,219 5,042,137 5,248 21,659 242,125 16,945 101,234 5,429,348 $ 41,452 102,511 148,250 44,030 128,000 70,000 783,360 3,185,480 4,503,083 23,745 70,426 26,471 26,059 158,000 - 175,868 2,535,985 3,016,554 609,363 609,363 5,767,878 (991,794 ) 5,385,447 35,911 5,421,358 9,924,441 $ 2,572,092 (768,661 ) 2,412,794 - 2,412,794 5,429,348 $ The accompanying notes to consolidated financial statements are an integral part of these statements. 18 REALTY INCOME CORPORATION AND SUBSIDIARIES Consolidated Statements of Income Years ended December 31, 2013, 2012 and 2011 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) REVENUE Rental Tenant reimbursements Other Total revenue EXPENSES Depreciation and amortization Interest General and administrative Property (including reimbursable) Income taxes Merger-related costs Provisions for impairment Total expenses Income from continuing operations Income from discontinued operations 2013 2012 2011 $ $ 747,570 24,944 5,861 778,375 466,498 14,619 1,730 482,847 $ 400,972 9,776 1,612 412,360 306,577 180,916 56,827 38,838 2,734 13,013 290 599,195 147,323 122,542 37,998 21,297 1,430 7,899 3,639 342,128 116,546 108,301 30,954 15,457 1,470 - 10 272,738 179,180 140,719 139,622 67,103 18,433 17,410 Net income 246,283 159,152 157,032 Net income attributable to noncontrolling interests (719 ) - - Net income attributable to the Company Preferred stock dividends Excess of redemption value over carrying value of preferred shares redeemed (see note 10) 245,564 (41,930 ) 159,152 (40,918 ) 157,032 (24,253 ) - (3,696 ) - Net income available to common stockholders $ 203,634 $ 114,538 $ 132,779 Amounts available to common stockholders per common share: Income from continuing operations: Basic Diluted Net income: Basic Diluted Weighted average common shares outstanding: Basic Diluted $ $ $ $ 0.71 0.71 1.06 1.06 $ $ $ $ 0.72 0.72 0.86 0.86 $ $ $ $ 0.91 0.91 1.05 1.05 191,754,857 132,817,472 126,142,696 191,781,622 132,884,933 126,189,399 The accompanying notes to consolidated financial statements are an integral part of these statements. 19 REALTY INCOME CORPORATION AND SUBSIDIARIES Consolidated Statements of Equity Years Ended December 31, 2013, 2012, and 2011 (DOLLARS IN THOUSANDS) Shares of preferred stock Shares of common stock Preferred stock and paid in capital Common Distributions stock and paid in in excess of capital net income Total stockholders' equity Noncontrolling interests Total equity 13,900,000 - - 118,058,988 - - $ 337,790 - - $ 2,066,287 - - $ (557,112 ) $ 1,846,965 157,032 (245,904 ) 157,032 (245,904 ) $ - - - $ 1,846,965 157,032 (245,904 ) - 14,925,000 - 489,236 - 489,236 - 489,236 Balance, December 31, 2010 Net Income Distributions paid and payable Shares issued in stock offerings, net of offering costs of $25,200 Shares issued pursuant to dividend reinvestment and stock purchase plan, net Share-based compensation Balance, December 31, 2011 Net Income Distributions paid and payable Shares issued in stock offerings, Shares issued pursuant to dividend reinvestment and stock purchase plan, net Preferred shares redeemed Share-based compensation Balance, December 31, 2012 Net Income Distributions paid and payable Shares issued in stock offerings, net of offering costs of $55,359 Shares issued in conjunction with acquisition of ARCT, net of our shares owned by ARCT Issuance of preferred and common units Shares issued pursuant to dividend reinvestment and stock purchase plan, net Share-based compensation - - 59,605 179,745 - - 1,930 5,595 - - 1,930 5,595 13,900,000 - - 133,223,338 - - 337,790 - - 2,563,048 - - (645,984 ) 159,152 (278,133 ) 2,254,854 159,152 (278,133 ) net of offering costs of $13,773 16,350,000 - 395,377 - - 395,377 - - - - - - - - - 1,930 5,595 2,254,854 159,152 (278,133 ) 395,377 2,051 (127,500 ) 6,993 - (5,100,000 ) - 55,598 - - (123,804 ) 173,475 - 2,051 - 6,993 - (3,696 ) - 2,051 (127,500 ) 6,993 25,150,000 - - 133,452,411 - - 609,363 - - 2,572,092 - - (768,661 ) 245,564 (468,697 ) 2,412,794 245,564 (468,697 ) - 719 (1,371 ) 2,412,794 246,283 (470,068 ) - 27,025,000 - 1,133,574 - 1,133,574 - 1,133,574 - 45,364,435 - 1,997,850 - 1,997,850 - 1,997,850 - - - - - - 36,563 36,563 - - 1,449,139 194,088 - - 55,244 9,118 - - 55,244 9,118 - - 55,244 9,118 Balance, December 31, 2013 25,150,000 207,485,073 $ 609,363 $ 5,767,878 $ (991,794 ) $ 5,385,447 $ 35,911 $ 5,421,358 The accompanying notes to consolidated financial statements are an integral part of these statements. 20 REALTY INCOME CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Years Ended December 31, 2013, 2012 and 2011 (DOLLARS IN THOUSANDS) CASH FLOWS FROM OPERATING ACTIVITIES Net income Adjustments to net income: Depreciation and amortization Income from discontinued operations Amortization of share-based compensation Non-cash rental revenue adjustments Amortization of net premiums on mortgages payable Amortization of deferred financing costs Gain on sale of real estate Provisions for impairment on real estate held for investment Other non-cash adjustments Cash provided by discontinued operations: Real estate Proceeds from sale of real estate Collection of notes receivable by Crest Change in assets and liabilities, other than from the impact of our acquisition of American Realty Capital Trust, Inc., or ARCT Accounts receivable and other assets Accounts payable, accrued expenses and other liabilities Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of investment properties, net of cash received Improvements to real estate, including leasing costs Proceeds from sales of real estate: Continuing operations Discontinued operations Loans receivable Restricted escrow deposits for Section 1031 tax-deferred exchanges 2013 2012 2011 $ 246,283 $ 159,152 $ 157,032 306,577 (67,103 ) 20,785 (5,554 ) (9,481 ) 9,364 - 290 - 7,224 597 209 147,323 (18,433 ) 10,001 (3,898 ) (665 ) 6,849 - 3,639 (301 ) 14,044 - 90 116,546 (17,410 ) 7,873 (1,602 ) (189 ) 5,265 (540 ) 10 - 18,245 - 3,032 (3,131 ) 12,846 518,906 483 8,185 326,469 2,511 8,179 298,952 (1,429,483 ) (8,507 ) (1,015,725 ) (6,554 ) (953,175 ) (4,172 ) 8 126,785 (10,656 ) 23 50,563 (34,876 ) 2,078 22,049 (1,593 ) and pending acquisitions Net cash used in investing activities (10,158 ) (1,332,011 ) (1,805 ) (1,008,374 ) (50 ) (934,863 ) CASH FLOWS FROM FINANCING ACTIVITIES Cash distributions to common stockholders Cash dividends to preferred stockholders Borrowings on line of credit Payments on line of credit Proceeds from notes and bonds payable issued Principal payment on notes payable Principal payments on mortgages payable Proceeds from term loan Repayment of ARCT line of credit Repayment of ARCT term loan Proceeds from common stock offerings, net Proceeds from preferred stock offerings, net Redemption of preferred stock Distributions to noncontrolling interests Debt issuance costs Proceeds from dividend reinvestment and stock purchase plan, net Other items, including shares withheld upon vesting Net cash provided by financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year (409,222 ) (41,930 ) 2,624,700 (2,654,700 ) 750,000 (100,000 ) (32,603 ) 70,000 (317,207 ) (235,000 ) 1,133,574 - - (1,216 ) (10,666 ) 55,806 (13,422 ) 818,114 5,009 5,248 $ 10,257 $ (236,348 ) (39,445 ) 1,074,000 (1,153,400 ) 800,000 - (11,729 ) - - - - 395,377 (127,500 ) - (16,979 ) 2,159 (3,147 ) 682,988 1,083 4,165 5,248 $ (219,297 ) (24,253 ) 612,800 (375,400 ) 150,000 - (279 ) - - - 489,236 - - - (9,864 ) 1,894 (2,368 ) 622,469 (13,442 ) 17,607 4,165 For supplemental disclosures, see note 17. The accompanying notes to consolidated financial statements are an integral part of these statements. 21 REALTY INCOME CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2013, 2012 and 2011 1. Organization and Operation Realty Income Corporation ("Realty Income," the "Company," "we," "our" or "us") is organized as a Maryland corporation. We invest in commercial real estate and have elected to be taxed as a real estate investment trust, or REIT. At December 31, 2013, we owned 3,896 properties, located in 49 states and Puerto Rico, containing over 62.6 million leasable square feet. Information with respect to number of properties, square feet, average initial lease term and weighted average contractual lease rate is unaudited. 2. Summary of Significant Accounting Policies Federal Income Taxes. We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or the Code. We believe we have qualified and continue to qualify as a REIT. Under the REIT operating structure, we are permitted to deduct dividends paid to our stockholders in determining our taxable income. Assuming our dividends equal or exceed our net income, we generally will not be required to pay federal corporate income taxes on such income. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements, except for the federal income taxes of our taxable REIT subsidiaries, which are included in discontinued operations. The income taxes recorded on our consolidated statements of income represent amounts paid by Realty Income for city and state income and franchise taxes. Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things. We regularly analyze our various federal and state filing positions and only recognize the income tax effect in our financial statements when certain criteria regarding uncertain income tax positions have been met. We believe that our income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain income tax positions have been recorded in our financial statements. Absent an election to the contrary, if a REIT acquires property that is or has been owned by a C corporation in a transaction in which the tax basis of the property in the hands of the REIT is determined by reference to the tax basis of the property in the hands of the C corporation, and the REIT recognizes gain on the disposition of such property during the 10 year period beginning on the date on which it acquired the property, then the REIT will be required to pay tax at the highest regular corporate tax rate on this gain to the extent of the excess of the fair value of the property over the REIT's adjusted basis in the property, in each case determined as of the date the REIT acquired the property. In August 2007, we acquired 100% of the stock of a C corporation that owned real property. At the time of acquisition, the C corporation became a Qualified REIT Subsidiary, and was deemed to be liquidated for Federal income tax purposes; the real property was deemed to be transferred to us with a carryover tax basis. As of December 31, 2013, we have built-in gains of $59 million with respect to such properties. We do not expect that we will be required to pay income tax on the built-in gains in these properties. It is our intent, and we have the ability, to defer any dispositions of these properties to periods when the related gains would not be subject to the built-in gain income tax or otherwise to defer the recognition of the built-in gain related to these properties. However, our plans could change and it may be necessary to dispose of one or more of these properties in a taxable transaction after 2013 but before August 28, 2017, in which 22 case we would be required to pay corporate level tax with respect to the built-in gains on these properties as described above. Net Income Per Common Share. Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted net income per common share is computed by dividing net income available to common stockholders, plus income attributable to dilutive shares outstanding, for the period by the weighted average number of common shares that would have been outstanding assuming the issuance of common shares for all potentially dilutive common shares outstanding during the reporting period. The following is a reconciliation of the denominator of the basic net income per common share computation to the denominator of the diluted net income per common share computation: Weighted average shares used for the basic net income per share computation Incremental shares from share-based compensation Weighted average shares used for diluted net 2013 2012 2011 191,754,857 26,765 132,817,472 67,461 126,142,696 46,703 income per share computation 191,781,622 132,884,933 126,189,399 Unvested shares from share-based compensation that were anti-dilutive 59,629 17,570 13,020 Partnership common units convertible to common shares that were anti-dilutive 851,568 - - Discontinued Operations. Operations from ten Realty Income investment properties, two properties owned by our wholly owned taxable REIT subsidiary, Crest Net Lease, Inc., or Crest, and properties previously sold, were reported as discontinued operations at December 31, 2013. Their respective results of operations have been reclassified as income from discontinued operations on our consolidated statements of income. We do not depreciate properties that are classified as held for sale. If the property was previously reclassified as held for sale but the applicable criteria for this classification are no longer met, the property is reclassified to real estate held for investment. A property that is reclassified to held for investment is measured and recorded at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held for investment, or (ii) the fair value at the date of the subsequent decision not to sell. No debt was assumed by buyers of our investment properties, or repaid as a result of our investment property sales, and we do not allocate interest expense to discontinued operations related to real estate held for investment. We allocate interest expense related to borrowings specifically attributable to Crest. The interest expense amounts allocated to Crest are included in income from discontinued operations. 23 The following is a summary of income from discontinued operations on our consolidated statements of income (dollars in thousands): Income from discontinued operations 2013 2012 Gain on sales of investment properties Rental revenue Tenant reimbursements Other revenue Depreciation and amortization Property expenses (including reimbursable) Provisions for impairment Crest's income from discontinued operations Income from discontinued operations Per common share, basic and diluted $ $ $ 64,743 6,040 146 418 (1,761 ) (916 ) (2,738 ) 1,171 67,103 0.35 $ $ $ 9,873 15,161 379 282 (3,916 ) (2,529 ) (1,500 ) 683 18,433 0.14 $ $ $ 2011 5,193 19,546 370 94 (5,568 ) (2,518 ) (395 ) 688 17,410 0.14 Revenue Recognition and Accounts Receivable. All leases are accounted for as operating leases. Under this method, leases that have fixed and determinable rent increases are recognized on a straight- line basis over the lease term. Any rental revenue contingent upon a tenant's sales is recognized only after the tenant exceeds their sales breakpoint. Rental increases based upon changes in the consumer price indexes are recognized only after the changes in the indexes have occurred and are then applied according to the lease agreements. Contractually obligated reimbursements from tenants for recoverable real estate taxes and operating expenses are included in tenant reimbursements in the period when such costs are incurred. We recognize an allowance for doubtful accounts relating to accounts receivable for amounts deemed uncollectible. We consider tenant specific issues, such as financial stability and ability to pay, when determining collectability of accounts receivable and appropriate allowances to record. The allowance for doubtful accounts was $498,000 at December 31, 2013 and $448,000 at December 31, 2012. Other revenue, which comprises property-related revenue not included in rental revenue or tenant reimbursements, was $5.9 million in 2013, $1.7 million in 2012 and $1.6 million in 2011. Principles of Consolidation. The accompanying consolidated financial statements include the accounts of Realty Income and other entities for which we make operating and financial decisions (i.e. control), after elimination of all material intercompany balances and transactions. We consolidate entities that we control and record a noncontrolling interest for the portion that we do not own. Noncontrolling interest that was created or assumed as part of a business combination was recognized at fair value as of the date of the transaction (see notes 4 and 12). We have no unconsolidated investments. Cash Equivalents. We consider all short-term, highly liquid investments that are readily convertible to cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Our cash equivalents are primarily investments in United States government money market funds. Gain on Sales of Properties. When real estate is sold, the related net book value of the applicable assets is removed and a gain from the sale is recognized in our consolidated statements of income. We record a gain from the sale of real estate provided that various criteria, relating to the terms of the sale and any subsequent involvement by us with the real estate, have been met. Allocation of the Purchase Price of Real Estate Acquisitions. When acquiring a property, we allocate the fair value of real estate acquired to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their estimated fair values. Intangible assets and liabilities consist of above-market or below-market lease value of in-place leases, the value of in-place leases, and tenant relationships, as applicable. In addition, any assumed mortgages receivable or payable and any assumed or issued noncontrolling interests are recorded at their estimated fair values. 24 Our estimated fair value determinations are based on management’s judgment, utilizing various factors, including: (1) market conditions, (2) industry that the tenant operates in, (3) characteristics of the real estate, i.e.: location, size, demographics, value and comparative rental rates, (4) tenant credit profile, (5) store profitability and the importance of the location of the real estate to the operations of the tenant’s business, and/or (6) real estate valuations, prepared either internally or by an independent valuation firm. Our methodologies for measuring fair value related to the allocation of the purchase price of real estate acquisitions include both observable market data (and thus should be categorized as level 2 on FASB’s three-level valuation hierarchy) and unobservable inputs that reflect our own internal assumptions and calculations (and thus should be categorized as level 3 on FASB’s three-level valuation hierarchy). The fair value of the tangible assets of an acquired property with an in-place operating lease (which includes land and buildings/improvements) is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land and buildings/improvements based on our determination of the fair value of these assets. Our fair value determinations are based on a real estate valuation for each property, prepared either internally or by an independent valuation firm, and consider estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases. In allocating the fair value to identified intangibles for above-market or below- market leases, an amount is recorded based on the present value of the difference between (i) the contractual amount to be paid pursuant to the in-place lease and (ii) our estimate of fair market lease rate for the corresponding in-place lease, measured over the remaining term of the lease. Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining terms of the respective leases and expected below-market renewal option periods. The aggregate value of other acquired intangible assets consists of the fair value of in-place leases and tenant relationships, as applicable. The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases and expected below-market renewal option periods. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be recorded to revenue or expense as appropriate. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. These assumed mortgage payables are amortized as a reduction to interest expense over the remaining term of the respective mortgages. In allocating noncontrolling interests, amounts are recorded based on the fair value of units issued at the date of acquisition, as determined by the terms of the applicable agreement. Depreciation and Amortization. Land, buildings and improvements are recorded and stated at cost. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives, while ordinary repairs and maintenance are expensed as incurred. Buildings and improvements that are under redevelopment, or are being developed, are carried at cost and no depreciation is recorded on these assets. Additionally, amounts essential to the development of the property, such as pre-construction, development, construction, interest and other costs incurred during the period of development are capitalized. We cease capitalization when the property is available for occupancy upon substantial completion of tenant improvements, but in any event no later than one year from the completion of major construction activity. 25 Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Buildings Building improvements Tenant improvements and lease commissions The shorter of the term of the related lease or useful life Acquired in-place leases 25 years or 35 years 4 to 15 years Remaining terms of the respective leases Provisions for Impairment. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. A provision is made for impairment if estimated future operating cash flows (undiscounted and without interest charges) plus estimated disposition proceeds (undiscounted) are less than the current book value of the property. Key factors that we estimate in this analysis include projected rental rates, estimated holding periods, capital expenditures and property sales capitalization rates. If a property is classified as held for sale, it is carried at the lower of carrying cost or estimated fair value, less estimated cost to sell, and depreciation of the property ceases. In 2013, Realty Income recorded total provisions for impairment of $3.0 million. Provisions for impairment of $2.7 million are included in income from discontinued operations on seven sold properties and one property classified as held for sale, in the following industries: one in the automotive parts industry, one in the automotive service industry, two in the child care industry, one in the grocery store industry, one in the pet supplies and services industry, and two in the restaurant-casual dining industry. Additionally, during 2013, Realty Income recorded provisions for impairment of $290,000 on one property held for investment in the automotive service industry. This provision for impairment is included in income from continuing operations. In 2013, Crest also recorded a provision for impairment of $308,000 on one sold property in the restaurant-casual dining industry, which is included in income from discontinued operations. In 2012, Realty Income recorded total provisions for impairment of $5.1 million. Provisions for impairment of $1.5 million are included in income from discontinued operations on six properties in the following industries: one in the automotive parts industry, one in the automotive tire services industry, one in the automotive service industry, one in the child care industry, one in the convenience store industry, and one in the home improvement industry. Additionally, during 2012, Realty Income recorded provisions for impairment of $3.6 million on four properties held for investment at December 31, 2012, in the restaurant- casual dining industry. These provisions for impairment are included in income from continuing operations. In 2011, Realty Income recorded total provisions for impairment of $405,000 on two properties in the automotive service industry, one property in the motor vehicle dealerships industry, and one property in the pet supplies and services industry. These provisions for impairment are included in income from discontinued operations, except for $10,000 which is included in income from continuing operations. Asset Retirement Obligations. We analyze our future legal obligations associated with the other-than- temporary removal of tangible long-lived assets, also referred to as asset retirement obligations. When we determine that we have a legal obligation to provide services upon the retirement of a tangible long- lived asset, we record a liability for this obligation based on the estimated fair value of this obligation and adjust the carrying amount of the related long-lived asset by the same amount. This asset is amortized over its estimated useful life. The estimated fair value of the asset retirement obligation is calculated by discounting the future cash flows using a credit-adjusted risk-free interest rate. Goodwill. Goodwill is tested for impairment during the second quarter of each year as well as when events or circumstances occur indicating that our goodwill might be impaired. Under the amendments issued in conjunction with ASU No. 2011-08, Intangibles – Goodwill and Other (Topic 350), an entity, through an assessment of qualitative factors, is not required to calculate the estimated fair value of a 26 reporting unit, in connection with the two-step goodwill impairment test, unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. We elected to continue testing goodwill for impairment during the second quarter of each year as well as when events or circumstances occur, indicating that our goodwill might be impaired. During our tests for impairment of goodwill, during the second quarters of 2013, 2012 and 2011, we determined that the estimated fair values of our reporting units exceeded their carrying values. We did not record any impairment on our existing goodwill during 2013, 2012 or 2011. Equity Offering Costs. Underwriting commissions and offering costs have been reflected as a reduction of additional paid-in-capital on our consolidated balance sheets. Noncontrolling Interests. Noncontrolling interests are reflected on our consolidated balance sheets as a component of equity. Investments in noncontrolling interests are recorded initially at fair value based on the price of the applicable units issued, and subsequently adjusted each period for distributions, contributions and the allocation of net income attributable to the noncontrolling interests. As consideration for two separate acquisitions during 2013, partnership units of Tau Operating Partnership, L.P. and Realty Income, L.P. were issued to third parties. These common units (discussed in footnote 12) do not have voting rights, are entitled to monthly distributions equal to the amount paid to our common stockholders, and are redeemable in cash or our common stock, at our option and at a conversion ratio of one to one, subject to certain exceptions. As the general partner for each of these partnerships, we have operating and financial control over these entities, consolidate them in our financial statements, and record the partnership units held by third parties as noncontrolling interests. Use of Estimates. The consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles, or GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications. In order to conform to the 2013 presentation, certain of the 2012 and 2011 balances have been reclassified on our consolidated financial statements, including the following: - Discontinued operations, in order to report the results of properties that either have been sold or are classified as held for sale; and - Lease intangible assets and liabilities, which were previously reported as a component of other assets, net, and other liabilities, net, are disclosed separately on our consolidated balance sheets due to the significance of recent acquisitions. Revisions. Certain of the 2012 and 2011 balances have been revised on our consolidated financial statements as follows: - Tenant reimbursements as a component of total revenue and reimbursable property expenses as a component of total property expenses, which were previously reported on a net basis within property expenses, are reported on a gross basis on our consolidated statements of income; and - Unamortized original issuance discounts on our notes payable, which were previously reported as a component of other assets, net, are reported net of our notes payable on our consolidated balance sheets. 27 3. Supplemental Detail for Certain Components of Consolidated Balance Sheets A. Other assets, net, consist of the following (dollars in thousands) at: Loans receivable Deferred financing costs on notes payable, net Notes receivable issued in connection with property sales Prepaid expenses Restricted escrow deposits Credit facility origination costs, net Impounds related to mortgages payable Corporate assets, net Deferred financing costs on mortgages payable, net Deferred financing costs on term loan, net Note receivable issued in connection with acquisition Other items B. Acquired lease intangible assets, net, consist of the following (dollars in thousands) at: Acquired in-place leases Accumulated amortization of acquired in-place leases Acquired above-market leases Accumulated amortization of acquired above-market leases C. Distributions payable consist of the following declared distributions (dollars in thousands) at: Common stock distributions Preferred stock dividends Noncontrolling interests distributions D. Accounts payable and accrued expenses consist of the following (dollars in thousands) at: Notes payable - interest payable Accrued costs on properties under development Mortgages payable - accrued interest payable Other items E. Acquired lease intangible liabilities, net, consist of the following (dollars in thousands) at: Acquired below-market leases Accumulated amortization of acquired below-market leases F. Other liabilities consist of the following (dollars in thousands) at: Rent received in advance Preferred units issued upon acquisition of ARCT Security deposits 28 December 31, 2013 48,844 19,856 19,078 11,674 10,158 7,146 5,555 1,259 1,219 248 - 2,096 127,133 $ $ December 31, 2013 843,616 (95,084 ) 207,641 (20,714 ) 935,459 $ $ December 31, 2013 37,797 3,494 161 41,452 $ $ December 31, 2013 55,616 14,058 2,790 30,047 102,511 $ $ December 31, 2013 158,703 (10,453 ) 148,250 $ $ $ December 31, 2013 31,144 6,750 6,136 44,030 $ $ December 31, 2012 35,126 15,672 19,300 9,489 1,805 8,188 - 909 1,541 - 8,780 424 101,234 $ $ December 31, 2012 235,914 (29,601 ) 40,389 (4,577 ) 242,125 $ $ December 31, 2012 20,251 3,494 - 23,745 $ $ December 31, 2012 40,061 8,595 648 21,122 70,426 $ $ December 31, 2012 28,975 (2,504 ) 26,471 $ $ December 31, 2012 20,929 - 5,130 26,059 $ 4. American Realty Capital Trust A. Acquisition On January 22, 2013, we completed our acquisition of ARCT for approximately $3.2 billion. Each outstanding share of ARCT common stock was converted into the right to receive a combination of: (i) $0.35 in cash and (ii) 0.2874 shares of our common stock, resulting in the issuance of a total of 45,573,144 shares of our common stock to ARCT shareholders, valued at a per share amount of $44.04, which was the closing price of our common stock on January 22, 2013. In connection with the closing of the ARCT acquisition, we repaid and terminated the amounts then outstanding of approximately $552.9 million under ARCT’s revolving credit facility and term loan. The acquisition of ARCT provided benefits to Realty Income, including accretion to net earnings, growth in the size of our real estate portfolio, diversification of industries and property type, and increase in the percentage of investment grade tenants. With this acquisition, we added 515 properties to our portfolio. The final allocation of the purchase price reflects aggregate consideration of approximately $2.1 billion, as calculated below (in thousands): Consideration associated with equity issued (1) Cash consideration paid to previous owners of ARCT (2) Total purchase consideration $ $ 2,027,753 56,216 2,083,969 (1) Includes the value associated with the issuance of the Tau Operating Partnership units discussed in 4.C. below. (2) Includes a $55.5 million cash payment on 158,505,108 ARCT common shares outstanding at the acquisition date. We have accounted for the ARCT acquisition in accordance with ASC 805, Business Combinations. The following table summarizes our final purchase price allocation, which represents our acquisition date fair values of the assets acquired and liabilities assumed (in thousands): Assets: Real estate Acquired lease intangible assets Cash and cash equivalents, accounts receivable, and other assets, net Total Assets Liabilities: Lines of credit payable Term loan Mortgages payable Acquired lease intangible liabilities Accounts payable, accrued expenses, and other liabilities, net Total Liabilities Fair value of net assets acquired $ $ 2,674,464 561,289 41,371 3,277,124 317,207 235,000 538,960 79,690 22,298 1,193,155 2,083,969 The final allocation of the purchase price was based on our assessment of the fair value of the acquired assets and liabilities using both Level 2 and 3 inputs. Investments in Real Estate Properties. We determined the fair value generally by applying an income approach methodology using both direct capitalization and discounted cash flow analysis. Key assumptions include capitalization and discount rates. Our valuations were based, in part, on valuations prepared by an independent valuation firm. Acquired Lease Intangibles. The fair value of in-place leases was calculated based upon our estimate of the costs to obtain tenants in each of the applicable markets. An asset or liability was recognized for acquired leases with favorable or unfavorable rents based on our estimate of current market rents in each 29 of the applicable markets. Our valuations of the intangible assets were based, in part, on valuations prepared by an independent valuation firm. Debt. The fair value of debt was estimated based on contractual future cash flows discounted using borrowing spreads and market interest rates that would be available to us for the issuance of debt with similar terms and remaining maturities. B. Transaction Costs In connection with our acquisition of ARCT, we incurred total merger-related transaction costs of approximately $21 million, which include, but are not limited to, advisor fees, legal fees, accounting fees, printing fees and transfer taxes. During 2013, we incurred $13.0 million of the $21 million of total merger- related transaction costs, which are included in income from continuing operations. In 2012, we incurred $7.9 million of these total merger-related transaction costs. C. Noncontrolling interests and preferred units Consideration associated with equity issued includes the value of common and preferred partnership units issued in Tau Operating Partnership, L.P., or Tau Operating Partnership, the consolidated subsidiary which owns properties acquired through the ARCT acquisition. Since the date of acquisition, Realty Income and its subsidiaries hold a 99.3% interest in the Tau Operating Partnership. The common units do not have voting rights, are entitled to monthly distributions equal to the amount paid to common stockholders of Realty Income, and are redeemable in cash or Realty Income common stock at our option and at a conversion ratio of one to one. Noncontrolling interests with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the balance sheet was appropriate. We evaluated this guidance and determined that the common units meet the requirements to qualify for presentation as permanent equity. See note 12 for the change in the carrying value of these common units from January 22, 2013 through December 31, 2013. The Tau Operating Partnership preferred units have also been recorded at fair value as of the date of acquisition. Since they are redeemable at a fixed price on a determinable date, we have classified them in other liabilities on our consolidated balance sheet. Payments on these preferred units are made monthly at a rate of 2% per annum and are included in interest expense. As of December 31, 2013, the preferred units have a carrying value of $6.75 million. D. Litigation In connection with our acquisition of ARCT, one action remains pending in the Supreme Court of the State of New York for New York, New York under the consolidated caption In re American Realty Capital Trust Shareholders Litigation, No. 65330-2012 (the “New York Action”). On November 9, 2012, the Court granted defendants’ motion to stay the New York Action, which currently remains stayed. We believe this pending matter will not have a material impact on our financial position or results of operations. 5. Investments in Real Estate We acquire the land, buildings and improvements that are necessary for the successful operations of commercial tenants. A. 2013 and 2012 Acquisitions During 2013, Realty Income invested $1.51 billion in 459 new properties and properties under development or expansion (in addition to our acquisition of ARCT, which is discussed in more detail in note 4), with an initial weighted average contractual lease rate of 7.1%. The 459 new properties and properties under development or expansion, are located in 40 states, will contain approximately 9.0 million leasable square feet, and are 100% leased with a weighted average lease term of 14.0 years. The tenants occupying the new properties operate in 23 industries and the property types consist of 83.8% retail, 9.2% office, 4.9% industrial and distribution, and 2.1% manufacturing, based on rental revenue. These investments are in addition to the $3.2 billion acquisition of 515 properties of American 30 Realty Capital Trust, Inc., or ARCT, which were added to our real estate portfolio during the first quarter of 2013. Our combined total investment in real estate assets during 2013 was $4.67 billion in 974 new properties and properties under development or expansion. During 2013, none of our investments caused any one tenant to be 10% or more of our total assets at December 31, 2013. The 515 properties added to our real estate portfolio as a result of the ARCT acquisition, are located in 44 states and Puerto Rico, contain over 16.0 million leasable square feet, and are 100% leased with a weighted average lease term of 12.2 years. The 69 tenants, occupying the 515 properties acquired, operate in 28 industries and the property types consist of 54.0% retail, 32.6% industrial and distribution, and 13.4% office, based on rental revenue. We recorded ARCT merger-related transaction costs of $13.0 million in 2013 and $7.9 million in 2012. Additionally, in September 2013, we purchased a property for $45.4 million in San Diego, California, which will serve as our new corporate headquarters. We plan on relocating to this facility during the second half of 2014. The $4.67 billion invested during 2013 was allocated as follows: $805.5 million to land, $3.21 billion to buildings and improvements, $772.7 million to intangible assets related to leases, $13.6 million to other assets, net, and $128.6 million to intangible liabilities related to leases and other assumed liabilities. We also recorded mortgage premiums of $28.4 million associated with the mortgages acquired. There was no contingent consideration associated with these acquisitions. The properties acquired during 2013 generated total revenues of $225.3 million and income from continuing operations of $44.0 million. The purchase price allocation for $120.8 million of the $4.67 billion invested by us in 2013 is based on a preliminary measurement of fair value that is subject to change. The allocation for these properties represents our current best estimate of fair value and we expect to finalize the valuations and complete the purchase price allocations in 2014. In 2013, we finalized the purchase price allocations for $106.4 million invested in the second half of 2012. There were no material changes to our consolidated financial statements as a result of the finalization of purchase price allocations during 2013. In comparison, during 2012, Realty Income invested $1.16 billion in 439 properties and properties under development or expansion, with an initial weighted average contractual lease rate of 7.2%. The 439 properties and properties under development or expansion, are located in 38 states, will contain over 10.5 million leasable square feet, and are 100% leased with an average lease term of 13.8 years. The tenants occupying the new properties operated in 23 industries and the property types consisted of 79.6% retail, 11.3% industrial and distribution, 8.3% manufacturing, and 0.8% office, based on rental revenue. The $1.16 billion invested during 2012 was allocated as follows: $289.2 million to land, $768.4 million to buildings and improvements, $104.8 million to intangible assets, $34.9 million to other assets, net, and $33.2 million to intangible and assumed liabilities. We also recorded mortgage premiums of $10.0 million. The majority of our 2012 acquisitions were cash purchases, except for eight transactions that included the assumption of $110.5 million of mortgages payable. There was no contingent consideration associated with these acquisitions. The properties acquired during 2012 generated total revenues of $23.9 million and income from continuing operations of $9.8 million. The estimated initial weighted average contractual lease rate for a property is generally computed as estimated contractual net operating income, which, in the case of a net leased property, is equal to the aggregate base rent under the lease for the first full year of each lease, divided by the total cost of the property. Since it is possible that a tenant could default on the payment of contractual rent, we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above. 31 In the case of a property under development or expansion, the estimated initial weighted average contractual lease rate is computed as follows: estimated net operating income (which is calculated by multiplying the capitalization rate determined by the lease by our projected total investment in the property, including land, construction and capitalized interest costs) for the first full year of each lease, divided by such projected total investment in the property. Of the $4.67 billion we invested during 2013, $39.6 million was invested in 21 properties under development or expansion with an estimated initial weighted average contractual lease rate of 8.5%. B. Acquisition Transaction Costs Acquisition transaction costs (excluding ARCT merger-related costs) of $2.1 million and $2.4 million, respectively, were recorded to general and administrative expense on our consolidated statements of income for 2013 and 2012. C. Investments in Existing Properties During 2013, we capitalized costs of $8.5 million on existing properties in our portfolio, consisting of $1.3 million for re-leasing costs and $7.2 million for building and tenant improvements. During 2012, we capitalized costs of $6.6 million on existing properties in our portfolio, consisting of $1.62 million for re- leasing costs and $4.93 million for building and tenant improvements. D. Properties with Existing Leases Of the $4.67 billion we invested during 2013, approximately $4.32 billion was used to acquire 799 properties with existing leases. Associated with these 799 properties, we recorded $602.8 million as the intangible value of the in-place leases, $169.9 million as the intangible value of above-market leases and $128.6 million as the intangible value of below-market leases. The value of the in-place and above- market leases is recorded to acquired lease intangible assets, net on our consolidated balance sheet, and the value of the below-market leases is recorded to acquired lease intangible liabilities, net on our consolidated balance sheet The values of the in-place leases are amortized as depreciation and amortization expense. The amounts amortized to expense for all of our in-place leases, for 2013, 2012, and 2011, were $65.5 million, $15.6 million, and $8.3 million, respectively. The values of the above-market and below-market leases are amortized as rental revenue on our consolidated statements of income. All of these amounts are amortized over the term of the respective leases. The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases, for 2013, 2012 and 2011, were $8.2 million, $1.8 million, and $1.1 million, respectively. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be recorded to revenue or expense as appropriate. The following table presents the estimated impact during the next five years and thereafter related to the net decrease to rental revenue from the amortization of the acquired above-market and below-market lease intangibles and the increase to amortization expense from the amortization of the in-place lease intangibles for properties owned at December 31, 2013 (in thousands): 2014 2015 2016 2017 2018 Thereafter Totals 32 $ Net decrease to rental revenue (7,708 ) (7,785 ) (7,797 ) (7,794 ) (7,535 ) (58 ) $ Increase to amortization expense 75,164 72,616 72,210 70,986 68,649 388,907 $ (38,677 ) $ 748,532 E. Unaudited Pro Forma Information The following pro forma total revenue and income from continuing operations, for 2013 and 2012, assumes all of our 2013 acquisitions, including ARCT, occurred on January 1, 2012 (in millions). This pro forma supplemental information does not include: (1) the impact of any synergies or lower borrowing costs that we have or may achieve as a result of the acquisitions or any strategies that management has or may consider in order to continue to efficiently manage our operations, and (2) ARCT’s historical operational costs, including general and administrative costs and property expenses. Additionally, this information does not purport to be indicative of what our operating results would have been, had the acquisitions occurred on January 1, 2012, and may not be indicative of future operating results. For purposes of calculating these pro-forma amounts, we assumed that merger-related costs of approximately $12.5 million, which represent the merger-related costs incurred after consummation of our ARCT acquisition, occurred on January 1, 2012. Other than these items specified above, no material, non-recurring pro-forma adjustments were included in the calculation of this information. Dollars in millions Supplemental pro forma for the year ended December 31, 2013 Supplemental pro forma for the year ended December 31, 2012 6. Credit Facility Total revenue 848.6 772.6 $ $ Income from continuing operations 223.3 212.8 $ $ In October 2013, we increased our unsecured acquisition credit facility from $1.0 billion to $1.5 billion. The initial term of the credit facility expires in May 2016 and includes, at our election, a one-year extension option. Under this credit facility, our current investment grade credit ratings provide for financing at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 1.075% with a facility commitment fee of 0.175%, for all-in drawn pricing of 1.25% over LIBOR. The borrowing rate is not subject to an interest rate floor or ceiling. We also have other interest rate options available to us under this credit facility. Our credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation. At December 31, 2013, credit facility origination costs of $7.1 million are included in other assets, net, on our consolidated balance sheet. These costs are being amortized over the remaining term of our current $1.5 billion credit facility. At December 31, 2013, we had a borrowing capacity of $1.372 billion available on our credit facility (subject to customary conditions to borrowing) and an outstanding balance of $128.0 million, as compared to an outstanding balance of $158.0 million at December 31, 2012. The average interest rate on outstanding borrowings under our credit facilities was 1.3% during 2013, 1.6% during 2012, and was 2.1% during 2011. At December 31, 2013, the effective interest rate was 1.2%. Our current and prior credit facilities are and were subject to various leverage and interest coverage ratio limitations. At December 31, 2013, we remain in compliance with these covenants. 7. Mortgages Payable During 2013, we assumed mortgages totaling $630.0 million, excluding net premiums. The mortgages are secured by the properties on which the debt was placed. Of the $630.0 million of mortgages assumed during 2013, approximately $608.8 million is considered non-recourse with limited customary exceptions for items such as bankruptcy, misrepresentation, fraud, misapplication of payments, environmental liabilities, failure to pay taxes, insurance premiums, liens on the property and uninsured losses. Approximately $6.6 million has full recourse to Realty Income, and the remaining $14.6 million of the assumed debt is not guaranteed by and is non-recourse to Realty Income. We expect to pay off the mortgages as soon as prepayment penalties have declined to a level that will make it economically feasible to do so. We intend to continue to primarily identify property acquisitions that are free from mortgage indebtedness. We repaid four mortgages in full during 2013, including one in August for 33 $11.7 million and three in December for $23.1 million. One of the mortgages repaid in December was related to a mortgage previously assumed during 2013. During 2013, aggregate net premiums totaling $28.4 million were recorded upon assumption of the mortgages for above-market interest rates, as compared to net premiums totaling $10.0 million recorded in 2012. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective mortgages, using a method that approximates the effective-interest method. These mortgages contain customary covenants, such as limiting our ability to further mortgage each applicable property or to discontinue insurance coverage, without the prior consent of the lender. At December 31, 2013, we remain in compliance with these covenants. As a result of assuming mortgages payable, we incurred deferred financing costs of $211,000 in 2013 and $1.1 million in 2012, which are classified as part of other assets, net, on our consolidated balance sheets. The balance of these deferred financing costs was $1.2 million at December 31, 2013 and $1.5 million at December 31, 2012 which is being amortized over the remaining term of each mortgage. The following is a summary of all our mortgages payable as of December 31, 2013 and 2012, respectively (dollars in thousands): Average Average Weighted Weighted Weighted Average Stated Effective Remaining Interest Years Until Rate(3) Maturity 4.3 4.8 Interest Rate(2) 5.3% 5.8% 3.9% 4.4% Number of As Of Properties(1) 227 11 12/31/13 12/31/12 Remaining Principal Balance $ 754,508 $ 165,927 Unamortized Premium Balance $ 28,852 9,941 $ Mortgage Payable Balance $ 783,360 $ 175,868 (1) At December 31, 2013, there were 47 mortgages on 227 properties, while at December 31, 2012, there were 13 mortgages on 11 properties. The mortgages require monthly payments, with principal payments due at maturity. The mortgages are at fixed interest rates, except for: (1) a $23.6 million mortgage maturing on June 10, 2015 with a floating variable interest rate calculated as the sum of the current one month LIBOR plus 4.5%, not to exceed an all-in interest rate of 5.5%, (2) a $8.3 million mortgage maturing on September 3, 2021, with a floating interest rate calculated as the sum of the current one month LIBOR plus 2.4%, and (3) a $32.4 million mortgage maturing on April 10, 2017, which is fixed at 5.07% through December 28, 2015, but is reset to the greater of 4.0%, or the two-year swap rate plus 2.75% thereafter. As part of the $8.3 million mortgage payable assumed in 2012, we also acquired an interest rate swap which essentially fixes the interest rate on this mortgage payable at 6.0%. As part of the $32.4 million mortgage payable assumed in 2013, we have the opportunity to prepay the mortgage at par on December 28, 2015, prior to the variable interest rate reset. As part of two mortgages totaling $8.8 million that matured on December 28, 2013, we also acquired an $8.8 million note receivable, upon which we received interest income at a stated rate of 8.1% through December 28, 2013. (2) Stated interest rates ranged from 2.5% to 6.9% at December 31, 2013, while stated interest rates ranged from 2.6% to 8.3% at December 31, 2012. (3) Effective interest rates ranged from 2.4% to 9.2% at December 31, 2013, while effective interest rates ranged from 2.7% to 8.3% at December 31, 2012. The following table summarizes the maturity of mortgages payable, excluding net premiums of $28.9 million, as of December 31, 2013 (dollars in millions): Year of Maturity 2014 2015 2016 2017 2018 Thereafter Totals 8. Term Loan $ $ 49.9 125.5 248.5 133.0 15.0 182.6 754.5 In January 2013, in conjunction with our acquisition of ARCT, we entered into a $70 million senior unsecured term loan maturing January 21, 2018. Borrowing under the term loan bears interest at the current one month LIBOR, plus 1.2%. In conjunction with this term loan, we also acquired an interest rate 34 swap, which essentially fixes our per annum interest rate on the term loan at 2.15%. The interest rate swap has a nominal value at December 31, 2013. As a result of entering into our term loan, we incurred deferred financing costs of $303,000, which are being amortized over the remaining term of the term loan. The net balance of these deferred financing costs was $248,000, which are classified as part of other assets, net, on our consolidated balance sheet at December 31, 2013. 9. Notes Payable A. General Our senior unsecured notes and bonds consisted of the following, sorted by maturity date (dollars in millions): 5.375% notes, issued in March 2003 and repaid in March 2013 5.5% notes, issued in November 2003 and due in November 2015 5.95% notes, issued in September 2006 and due in September 2016 5.375% notes, issued in September 2005 and due in September 2017 2.0% notes, issued in October 2012 and due in January 2018 6.75% notes, issued in September 2007 and due in August 2019 5.75% notes, issued in June 2010 and due in January 2021 3.25% notes, issued in October 2012 and due in October 2022 4.65% notes, issued in July 2013 and due in August 2023 5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035 Total principal amount Unamortized original issuance discounts $ December 31, 2013 - 150 275 175 350 550 250 450 750 $ December 31, 2012 100 150 275 175 350 550 250 450 - 250 3,200 (15 ) 3,185 $ 250 2,550 (14 ) 2,536 $ The following table summarizes the maturity of our notes and bonds payable as of December 31, 2013, excluding unamortized original issuance discounts (dollars in millions): Year of Maturity 2014 2015 2016 2017 2018 Thereafter Totals Notes and Bonds - 150 275 175 350 2,250 3,200 $ $ As of December 31, 2013, the weighted average interest rate on our notes and bonds payable was 4.9% and the weighted average remaining years until maturity was 7.6 years. Interest incurred on all of the notes and bonds was $138.9 million for 2013, $110.4 million for 2012 and $101.5 million for 2011. The interest rate on each of these notes and bonds is fixed. Our outstanding notes and bonds are unsecured; accordingly, we have not pledged any assets as collateral for these or any other obligations. Interest on all of the senior note and bond obligations is paid semiannually. All of these notes and bonds contain various covenants, including: (i) a limitation on incurrence of any debt which would cause our debt to total adjusted assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause our secured debt to total adjusted assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less 35 than 150% of our outstanding unsecured debt. At December 31, 2013, we remain in compliance with these covenants. B. Note Repayment In March 2013, we repaid the $100 million of outstanding 5.375% notes, plus accrued and unpaid interest, using proceeds from our March 2013 common stock offering and our credit facility. C. Note Issuances In July 2013, we issued $750 million of 4.65% senior unsecured notes due August 2023, or the 2023 Notes. The price to the investors for the 2023 Notes was 99.775% of the principal amount for an effective yield of 4.678% per annum. The total net proceeds of approximately $741.4 million from this offering were used to repay all outstanding borrowings under our acquisition credit facility, and the remaining proceeds were used for other general corporate purposes and working capital, including additional property acquisitions. Interest is paid semiannually on the 2023 Notes. In October 2012, we issued $350 million in aggregate principal amount of 2.00% senior unsecured notes due January 2018, or the 2018 Notes, and $450 million in aggregate principal amount of 3.25% senior unsecured notes due October 2022, or the 2022 Notes. The price to the investors for the 2018 Notes was 99.910% of the principal amount for an effective yield of 2.017% per annum. The price to the investors for the 2022 Notes was 99.382% of the principal amount for an effective yield of 3.323% per annum. The total net proceeds of approximately $790.1 million from these offerings were used to repay all outstanding borrowings under our acquisition credit facility, and the remaining proceeds were used for general corporate purposes, including additional property acquisitions. Interest is paid semiannually on both the 2018 and 2022 Notes. 10. Issuance and Redemption of Preferred Stock In 2006, we issued 8.8 million shares of 6.75% Monthly Income Class E Cumulative Redeemable A. Preferred Stock, or Class E preferred stock, at a price of $25.00 per share. Since December 2011, the shares of Class E preferred stock are redeemable at our option, for $25.00 per share. During 2013, 2012 and 2011, we paid twelve monthly dividends to holders of our Class E preferred stock totaling $1.6875 per share, or $14.9 million, and at December 31, 2013, a monthly dividend of $0.140625 per share was payable and was paid in January 2014. B. In February 2012, we issued 14.95 million shares of our 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, or Class F preferred stock, at a price of $25.00 per share, including 1.95 million shares purchased by the underwriters upon the exercise of their overallotment option. In April 2012, we issued an additional 1.4 million shares of our Class F preferred stock at a price of $25.2863 per share. After aggregate underwriting discounts and other offering costs totaling $13.8 million, we received total net proceeds of $395.4 million for the February and April offerings combined, of which $127.5 million was used to redeem all of our outstanding 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock, or Class D preferred stock, and the balance was used to repay a portion of the borrowings under our credit facility. Beginning February 15, 2017, the shares of Class F preferred stock are redeemable at our option, for $25.00 per share. The initial dividend of $0.1702257 per share was paid on March 15, 2012 and covered 37 days. Thereafter, dividends of $0.138021 per share are paid monthly in arrears on the Class F preferred stock. During 2012, we paid ten monthly dividends to holders of our Class F preferred stock totaling $1.4124147, or $22.6 million. During 2013, we paid twelve monthly dividends to holders of our Class F preferred stock totaling $1.656252, or $27.1 million, and at December 31, 2013, a monthly dividend of $0.138021 per share was payable and was paid in January 2014. C. We redeemed all of the 5.1 million shares of our Class D preferred stock in March 2012 for $25.00 per share, plus accrued dividends. We incurred a charge of $3.7 million for 2012, representing the Class D preferred stock original issuance costs that we paid in 2004. 36 We are current in our obligations to pay dividends on our Class E and Class F preferred stock. 11. Issuance of Common Stock In October 2013, we issued 9,775,000 shares of common stock at a price of $40.63 per share, including 1,275,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares. After underwriting discounts and other estimated offering costs of $18.7 million, the net proceeds of approximately $378.5 million were used to repay a portion of the borrowings under our acquisition credit facility, which were used to fund property acquisitions. In March 2013, we issued 17,250,000 shares of common stock at a price of $45.90 per share, including 2,250,000 shares purchased by the underwriters upon the exercise of their overallotment option. After underwriting discounts and other offering costs of $36.7 million, the net proceeds of $755.1 million were used to redeem our 5.375% notes in March 2013 and repay borrowings under our acquisition credit facility, which were used to fund property acquisitions, including our acquisition of ARCT. In connection with our January 2013 acquisition of ARCT, as described in note 4, we issued a total of 45,573,144 shares of our common stock to ARCT shareholders and we received 208,709 shares of our common stock that were previously held by ARCT. The closing price per share of our common stock on the date of the ARCT acquisition was $44.04. The total value of the 45,573,144 common shares was approximately $2 billion. 12. Noncontrolling Interests In June 2013, we completed the acquisition of a portfolio of properties by issuing units in a newly formed entity, Realty Income, L.P. The units issued as consideration for the acquisition represent a 2.2% ownership in Realty Income, L.P. at December 31, 2013. Realty Income holds the remaining 97.8% interests in this entity, and consolidates the entity. The Realty Income, L.P. units do not have voting rights, are entitled to monthly distributions equal to the amount paid to common stockholders of Realty Income, and are redeemable in cash or Realty Income common stock, at our option, and at a conversion ratio of one to one, subject to certain exceptions. Noncontrolling interests with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the balance sheet was appropriate. We evaluated this guidance and determined that the units meet the requirements to qualify for presentation as permanent equity. The following table represents the change in the carrying value of all noncontrolling interests, including Tau Operating Partnership units which are discussed in note 4, through December 31, 2013 (dollars in thousands): Fair value of units issued Distributions Allocation of net income Carrying value at December 31, 2013 Tau Operating Partnership units(1) 13,962 $ (691 ) 218 13,489 $ Realty Income, L.P. $ $ units(2) 22,601 (680 ) 501 22,422 Total 36,563 (1,371 ) 719 35,911 $ $ (1) 317,022 Tau Operating Partnership units were issued on January 22, 2013 and remain outstanding as of December 31, 2013. (2) 534,546 Realty Income, L.P. units were issued on June 27, 2013 and remain outstanding as of December 31, 2013. 13. Distributions Paid and Payable Common Stock A. We pay monthly distributions to our common stockholders. The following is a summary of monthly distributions paid per common share for the years: 37 Month January February March April May June July August September October November December Total $ 2013 0.1517500 0.1809167 0.1809167 0.1812292 0.1812292 0.1812292 0.1815417 0.1815417 0.1815417 0.1818542 0.1818542 0.1818542 $ 2012 0.1455000 0.1455000 0.1455000 0.1458125 0.1458125 0.1458125 0.1461250 0.1461250 0.1511250 0.1514375 0.1514375 0.1514375 $ 2011 0.1442500 0.1442500 0.1442500 0.1445625 0.1445625 0.1445625 0.1448750 0.1448750 0.1448750 0.1451875 0.1451875 0.1451875 $ 2.1474587 $ 1.7716250 $ 1.7366250 The following presents the federal income tax characterization of distributions paid or deemed to be paid per common share for the years: Ordinary income Nontaxable distributions Totals 2013 1.3153791 0.8320796 2.1474587 $ $ 2012 1.3367481 0.4348769 1.7716250 $ $ 2011 $ 1.3787863 0.3578387 $ 1.7366250 At December 31, 2013, a distribution of $0.1821667 per common share was payable and was paid in January 2014. At December 31, 2012, a distribution of $0.15175 per common share was payable and was paid in January 2013. Class D Preferred Stock B. Prior to the redemption of the Class D preferred stock in March 2012, dividends of $0.1536459 per share were paid monthly in arrears on the Class D preferred stock. We declared dividends to holders of our Class D preferred stock totaling $2.0 million in 2012 and $9.4 million in 2011. For 2012 and 2011, dividends paid per share in the amounts of $0.3841147 and $1.8437508, respectively, were characterized as ordinary income for federal income tax purposes. Class E Preferred Stock C. Dividends of $0.140625 per share are paid monthly in arrears on the Class E preferred stock. We declared dividends to holders of our Class E preferred stock totaling $14.9 million in 2013, 2012 and 2011. For 2013, 2012 and 2011, dividends paid per share in the amount of $1.6875 were characterized as ordinary income for federal income tax purposes. Class F Preferred Stock D. Dividends of $0.138021 per share are paid monthly in arrears on the Class F preferred stock. We declared dividends to holders of our Class F preferred stock totaling $27.1 million in 2013 and $22.6 million in 2012. For 2013 and 2012, dividends paid per share of $1.656252 and $1.4124147, respectively, were characterized as ordinary income for federal income tax purposes. 14. Operating Leases At December 31, 2013, we owned 3,896 properties in 49 states and Puerto Rico, plus an additional A. three properties owned by Crest. Of the 3,896 properties, 3,876, or 99.5%, are single-tenant properties, and the remaining twenty are multi-tenant properties. At December 31, 2013, 70 properties were vacant and available for lease or sale. 38 Substantially all leases are net leases where the tenant pays property taxes and assessments, maintains the interior and exterior of the building and leased premises, and carries insurance coverage for public liability, property damage, fire and extended coverage. Rent based on a percentage of a tenants' gross sales (percentage rents) was $2.9 million for 2013, $2.1 million for 2012 and $1.4 million for 2011, including amounts recorded to discontinued operations of $115,000 in 2013, $163,000 in 2012 and $70,000 in 2011. At December 31, 2013, minimum future annual rents to be received on the operating leases for the next five years and thereafter are as follows (dollars in thousands): 2014 2015 2016 2017 2018 Thereafter Total $ $ 809,394 796,822 782,480 763,348 740,078 5,074,496 8,966,618 B. Major Tenants - No individual tenant's rental revenue, including percentage rents, represented more than 10% of our total revenue for each of the years ended December 31, 2013, 2012 or 2011. 15. Gain on Sales of Investment Properties During 2013, we sold 75 investment properties for $134.2 million, which resulted in a gain of $64.7 million. The results of operations for these properties have been reclassified as discontinued operations for all periods presented. During 2012, we sold 44 investment properties for $50.6 million, which resulted in a gain of $9.9 million. The results of operations for these properties have been reclassified as discontinued operations for all periods presented. During 2011, we sold 26 investment properties for $22.0 million, which resulted in a gain of $5.2 million. The results of operations for these properties have been reclassified as discontinued operations for all periods presented. Additionally, we sold excess real estate from five properties for $2.1 million, which resulted in a gain of $540,000. This gain is included in other revenue on our consolidated statement of income for 2011, because this excess real estate was associated with properties that continue to be owned as part of our core operations. During 2013, Crest sold one property for $597,000, which resulted in no gain. The results of operations for this property have been reclassified as discontinued operations. During 2012 and 2011, Crest did not sell any properties. 16. Fair Value of Financial Instruments Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure for assets and liabilities measured at fair value requires allocation to a three-level valuation hierarchy. This valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. We believe that the carrying values reflected in our consolidated balance sheets reasonably approximate the fair values for cash and cash equivalents, accounts receivable, escrow deposits, loans receivable, lines of credit payable, term loan and all other liabilities, due to their short-term nature or interest rates and terms that are consistent with market, except for our notes receivable issued in connection with 39 property sales or acquired in connection with an acquisition, mortgages payable (which includes net mortgage premiums) and our senior notes and bonds payable, which are disclosed below (dollars in millions): At December 31, 2013 Notes receivable issued in connection with property sales Mortgages payable assumed in connection with acquisitions Notes payable, net of unamortized original issuance discounts At December 31, 2012 Notes receivable issued in connection with property sales Note receivable issued in connection with an acquisition Mortgages payable assumed in connection with acquisitions Notes payable, net of unamortized original issuance discounts $ $ Carrying value per balance sheet 19.1 783.4 3,185.5 Carrying value per balance sheet 19.3 8.8 175.9 2,536.0 $ $ Estimated fair value 21.1 780.0 3,340.7 Estimated fair value 20.5 8.8 176.7 2,827.1 The estimated fair values of our notes receivable issued in connection with property sales or acquired in connection with an acquisition, and our mortgages payable have been calculated by discounting the future cash flows using an interest rate based upon the relevant Treasury yield curve, plus an applicable credit-adjusted spread. Because this methodology includes unobservable inputs that reflect our own internal assumptions and calculations, the measurement of estimated fair values related to our notes receivable and mortgages payable, is categorized as level three on the three-level valuation hierarchy. The estimated fair values of our senior notes and bonds payable is based upon indicative market prices and recent trading activity of our senior notes and bonds payable. Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values, related to our notes and bonds payable, is categorized as level two on the three-level valuation hierarchy. 17. Supplemental Disclosures of Cash Flow Information Cash paid for interest was $166.1 million in 2013, $112.5 million in 2012, and $102.0 million in 2011. Interest capitalized to properties under development was $537,000 in 2013, $498,000 in 2012, and $438,000 in 2011. Cash paid for income taxes was $2.1 million in 2013, $1.0 million in 2012, and $871,000 in 2011. The following non-cash activities are included in the accompanying consolidated financial statements: A. Share-based compensation expense was $20.8 million for 2013, $10.0 million for 2012 and $7.9 million for 2011. B. See “Provisions for Impairment” in note 2 for a discussion of provisions for impairments recorded by Realty Income and Crest. C. During 2013, the following components were acquired in connection with our acquisition of ARCT: (1) real estate investments and related intangible assets of $3.2 billion, (2) other assets of $19.5 million, (3) lines of credit payable of $317.2 million, (4) a term loan for $235.0 million, (5) mortgages payable of $539.0 million, (6) intangible liabilities of $79.7 million, (7) other liabilities of $29.0 million, and (8) noncontrolling interests of $14.0 million. 40 D. During 2013, we acquired mortgages payable (excluding the mortgages payable discussed in items C. and E.) to third-party lenders of $81.3 million and recorded $6.1 million of net premiums related to property acquisitions. During 2012, we assumed $110.5 million of mortgages payable to third-party lenders and recorded $10.0 million of net premiums. During 2011, we assumed $67.4 million of mortgages payable to third-party lenders and recorded $820,000 of net premiums. E. During 2013, we acquired $55.9 million of real estate through the assumption of a $32.4 million mortgage payable, the issuance of 534,546 units by Realty Income, L.P. and cash of $1.0 million. We recorded a mortgage discount of $386,000 related to this acquisition. F. During 2013, we acquired real estate for $7.4 million via exchanges of our properties. G. During 2013, we recorded receivables of $1.9 million for the taking of two investment properties as a result of an eminent domain action. These receivables are included in other assets, net, on our consolidated balance sheet at December 31, 2013. H. Accrued costs on properties under development resulted in an increase in buildings and improvements and accounts payable of $5.5 million, $3.8 million and $3.7 million at December 31, 2013, 2012 and 2011, respectively. 18. Employee Benefit Plan We have a 401(k) plan covering substantially all of our employees. Under our 401(k) plan, employees may elect to make contributions to the plan up to a maximum of 60% of their compensation, subject to limits under the Code. We match 50% of our employee's contributions, up to 3% of the employee's compensation. Our aggregate matching contributions each year have been immaterial to our results of operations. 19. Common Stock Incentive Plan In 2012, our Board of Directors adopted and stockholders approved the Realty Income Corporation 2012 Incentive Award Plan, or the 2012 Plan, to enable us to motivate, attract and retain the services of directors, employees and consultants considered essential to our long-term success. The 2012 Plan offers our directors, employees and consultants an opportunity to own stock in Realty Income or rights that will reflect our growth, development and financial success. Under the terms of the 2012 plan, the aggregate number of shares of our common stock subject to options, restricted stock, stock appreciation rights, restricted stock units and other awards, will be no more than 3,985,734 shares. The 2012 Plan, which has a term of 10 years from the date it was adopted by our Board of Directors, replaced the 2003 Incentive Award Plan of Realty Income Corporation (as amended and restated February 21, 2006), or the 2003 Plan, which was set to expire in March 2013. No further awards will be granted under the 2003 Plan. The disclosures below incorporate activity for both the 2003 Plan and the 2012 Plan. The amount of share-based compensation costs recognized in general and administrative expense on our consolidated statements of income was $20.8 million during 2013, $10.0 million during 2012, and $7.9 million during 2011. 41 The following table summarizes our common stock grant activity under our 2012 Plan and the previous 2003 Plan. Our common stock grants vest over periods ranging from immediately to five years. 2013 2012 2011 Number of shares Weighted average price(1) Number of shares Weighted average price(1) Number of shares Weighted average price(1) 895,550 484,060 (654,650 ) (2,697 ) $ $ $ $ 19.94 41.13 30.91 37.30 925,526 261,811 (290,877 ) (910 ) $ $ $ $ 20.21 35.06 27.47 31.67 924,294 247,214 (245,487 ) (495 ) $ $ $ $ 19.69 33.94 25.26 31.37 Outstanding nonvested shares, beginning of year Shares granted Shares vested Shares forfeited Outstanding nonvested shares, end of each period 722,263 $ 23.37 895,550 $ 19.94 925,526 $ 20.21 (1) Grant date fair value. During 2013, we issued 484,060 shares of common stock under the 2012 Plan. Of the 484,060 shares, 432,606 shares vest over the following service periods: 106,026 vested immediately, 62,989 vest over a service period of one year, 12,000 vest over a service period of three years, 77,180 shares vest over a service period of four years, and 174,411 vest over a service period of five years. Additionally, 51,454 shares of performance-based common stock was granted, of which 12,864 shares vested at the end of 2013 based on the achievement of certain 2013 performance metrics, and of which 12,864 may vest at the end of 2014, 2015 and 2016, if certain performance metrics are reached. The vesting schedule for shares granted to non-employee directors is as follows:  For directors with less than six years of service at the date of grant, shares vest in 33.33% increments on each of the first three anniversaries of the date the shares of stock are granted;  For directors with six years of service at the date of grant, shares vest in 50% increments on each of the first two anniversaries of the date the shares of stock are granted;  For directors with seven years of service at the date of grant, shares are 100% vested on the first anniversary of the date the shares of stock are granted; and  For directors with eight or more years of service at the date of grant, there is immediate vesting as of the date the shares of stock are granted. The typical vesting schedule for shares granted to employees is as follows:  For employees age 55 and below at the grant date, shares vest in 20% increments on each of the first five anniversaries of the grant date;  For employees age 56 at the grant date, shares vest in 25% increments on each of the first four anniversaries of the grant date;  For employees age 57 at the grant date, shares vest in 33.33% increments on each of the first three anniversaries of the grant date;  For employees age 58 at the grant date, shares vest in 50% increments on each of the first two anniversaries of the grant date;  For employees age 59 at the grant date, shares are 100% vested on the first anniversary of the grant date; and  For employees age 60 and above at the grant date, shares vest immediately on the grant date. After being employed for six full months, all non-executive employees receive 200 shares of nonvested stock which vests over a five year period. Additionally, depending on certain company performance metrics or attainment of individual achievements, non-executive employees may receive grants of nonvested stock which vests over a five year period. 42 As of December 31, 2013, the remaining unamortized share-based compensation expense totaled $16.9 million, which is being amortized on a straight-line basis over the service period of each applicable award. The amount of share-based compensation is based on the fair value of the stock at the grant date. We define the grant date as the date the recipient and Realty Income have a mutual understanding of the key terms and condition of the award, and the recipient of the grant begins to benefit from, or be adversely affected by, subsequent changes in the price of the shares. Due to a historically low turnover rate, we do not estimate a forfeiture rate for our nonvested shares. Accordingly, unexpected forfeitures will lower share-based compensation expense during the applicable period. Under the terms of our 2012 and 2003 Plans, we pay non-refundable dividends to the holders of our nonvested shares. Applicable accounting guidance requires that the dividends paid to holders of these nonvested shares be charged as compensation expense to the extent that they relate to nonvested shares that do not or are not expected to vest. However, since we do not estimate forfeitures given our historical trends, we did not record any amount to compensation expense related to dividends paid in 2013, 2012 or 2011. As of December 31, 2013 and 2012, there were no remaining common stock options outstanding for any of the periods presented. 20. Dividend Reinvestment and Stock Purchase Plan In March 2011, we established a Dividend Reinvestment and Stock Purchase Plan, or the DRSPP, to provide our common stockholders, as well as new investors, with a convenient and economical method of purchasing our common stock and reinvesting their distributions. The DRSPP also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions. The DRSPP authorizes up to 6,000,000 common shares to be issued. During 2013, we issued 1,449,139 shares and raised approximately $55.6 million under the DRSPP. These amounts include the shares issued as part of the waiver approval process discussed below. During 2012, we issued 55,598 shares and raised approximately $2.2 million under the DRSPP. During 2011, we issued 59,605 shares and raised approximately $2.0 million under the DRSPP. From the inception of the DRSPP through December 31, 2013, we have issued 1,564,342 shares and raised approximately $59.8 million, which includes the amounts issued under the waiver discount program as described below. In March 2013, we updated our DRSPP so that we are now paying for a majority of the plan-related fees, which were previously paid by investors. In November 2013, we revised our DRSPP to institute a waiver approval process allowing larger investors or institutions, per a formal approval process, to purchase shares at a small discount, if approved by us. In December 2013, we issued 1,308,490 shares and raised $49.7 million under this waiver approval process. 21. Segment Information We evaluate performance and make resource allocation decisions on an industry by industry basis. For financial reporting purposes, we have grouped our tenants into 48 activity segments. All of the properties are incorporated into one of the applicable segments. Because almost all of our leases require the tenant to pay operating expenses, rental revenue is the only component of segment profit and loss we measure. 43 The following tables set forth certain information regarding the properties owned by us, classified according to the business of the respective tenants, as of December 31, 2013 (dollars in thousands): Assets, as of December 31: Segment net real estate: Automotive service Automotive tire services Beverages Child care Convenience stores Dollar stores Drug stores Financial services Food processing Grocery stores Health and fitness Health care Motor vehicle dealerships Restaurants-casual dining Restaurants-quick service Sporting goods Theaters Transportation services Wholesale club 29 other non-reportable segments Total segment net real estate Intangible assets: Automotive service Automotive tire services Beverages Convenience stores Dollar stores Drug stores Financial services Food processing Grocery stores Health and fitness Health care Motor vehicle dealerships Restaurants-casual dining Restaurants-quick service Sporting goods Theaters Transportation services Wholesale club Other non-reportable segments Goodwill: Automotive service Automotive tire services Child care Convenience stores Restaurants-casual dining Restaurants-quick service Other non-reportable segments Other corporate assets Total assets 44 $ 2013 2012 108,940 258,787 306,278 57,201 766,472 824,274 943,401 252,764 138,000 283,207 493,981 228,003 114,203 477,130 312,474 94,771 367,830 623,541 455,875 1,689,477 8,796,609 3,248 15,770 3,055 13,342 50,209 180,506 40,112 25,297 22,377 53,703 38,465 7,790 11,906 17,936 10,984 23,600 107,296 33,221 276,642 454 865 5,141 2,031 2,328 1,131 3,710 176,713 $ 96,409 184,601 310,555 61,747 671,676 450,566 159,482 26,020 102,964 219,216 330,503 4,562 102,155 448,806 250,454 77,737 381,123 130,203 308,202 725,156 5,042,137 - 470 3,313 - 12,475 14,885 4,443 21,785 5,650 15,056 - 3,587 - 3,464 4,862 28,475 27,997 - 95,663 471 865 5,276 2,064 2,430 1,176 4,663 128,141 $ 9,924,441 $ 5,429,348 For the years ended December 31, Segment rental revenue: Automotive service Automotive tire services Beverages Child care Convenience stores Dollar stores Drug stores Financial services Food processing Grocery stores Health and fitness Health care Motor vehicle dealerships Restaurants-casual dining Restaurants-quick service Sporting goods Theaters Transportation services Wholesale club 29 other non-reportable segments Total rental revenue Tenant reimbursements Other revenue Total revenue Revenue 2013 2012 2011 15,403 26,929 24,848 20,850 83,973 46,483 60,313 14,783 11,151 22,322 46,979 14,346 12,200 38,261 32,219 12,875 46,122 40,552 29,448 147,513 747,570 24,944 5,861 778,375 $ $ 14,478 22,604 24,553 20,812 76,309 10,324 16,160 2,787 6,213 17,746 32,782 288 9,409 33,205 26,739 11,798 45,073 11,516 15,217 68,485 466,498 14,619 1,730 482,847 $ $ 14,635 22,595 23,458 20,966 75,961 143 15,374 2,343 2,953 7,012 26,769 235 8,796 43,073 23,369 11,176 36,812 7,586 3,059 54,657 400,972 9,776 1,612 412,360 $ $ 22. Commitments and Contingencies In the ordinary course of business, we are party to various legal actions which we believe are routine in nature and incidental to the operation of our business. We believe that the outcome of the proceedings will not have a material adverse effect upon our consolidated financial position or results of operations. At December 31, 2013, we had contingent obligations of $1.7 million for tenant improvements and leasing costs. In addition, as of December 31, 2013, we had committed $23.7 million under construction contracts, which is expected to be paid in the next twelve months. We have certain properties that are subject to ground leases which are accounted for as operating leases. At December 31, 2013, minimum future rental payments for the next five years and thereafter are as follows (dollars in millions): 2014 2015 2016 2017 2018 Thereafter Total Ground Leases Paid by Realty Income (1) $ 1.0 1.0 1.0 1.0 1.0 9.4 14.4 $ Ground Leases Paid by Our Tenants (2) $ $ 12.6 12.7 12.7 12.8 12.8 144.5 208.1 $ $ Total 13.6 13.7 13.7 13.8 13.8 153.9 222.5 (1) Realty Income currently pays the ground lessors directly for the rent under the ground leases. (2) Our tenants, who are generally sub-tenants under the ground leases, are responsible for paying the rent under these ground leases. In the event a tenant fails to pay the ground lease rent, we are primarily responsible. 45 23. Subsequent Events In January 2014 and February 2014, we declared the following dividends, which will be paid in February 2014 and March 2014, respectively: - - - $0.1821667 per share to our common stockholders; $0.140625 per share to our Class E preferred stockholders; and $0.138021 per share to our Class F preferred stockholders. 46 REALTY INCOME CORPORATION AND SUBSIDIARIES Consolidated Quarterly Financial Data (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (NOT COVERED BY REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM) 2013 (1) Total revenue Depreciation and amortization expense Interest expense Other expenses Income from continuing operations Income from discontinued operations Net income Net income available to common stockholders Net income per common share First Second Third Fourth Quarter Quarter Quarter Quarter Year (2) $ 175,057 66,701 41,468 33,883 33,005 40,221 73,226 62,735 $ 185,990 73,858 39,100 21,442 51,590 4,926 56,516 45,957 $ 201,629 80,774 49,703 26,002 45,150 6,757 51,907 41,089 $ 215,699 85,245 50,645 30,374 49,435 15,199 64,634 53,854 $ 778,375 306,577 180,916 111,702 179,180 67,103 246,283 203,634 Basic Diluted Dividends paid per common share 0.37 0.36 0.5135834 0.23 0.23 0.5436876 0.21 0.21 0.5446251 0.26 0.26 0.5455626 1.06 1.06 2.1474587 2012 (1) Total revenue Depreciation and amortization expense Interest expense Other expenses Income from continuing operations Income from discontinued operations Net income Net income available to common stockholders Net income per common share $ 114,529 34,111 28,952 15,165 36,301 2,962 39,263 26,071 $ 115,532 34,504 28,806 14,686 37,536 5,871 43,407 32,950 $ 119,984 36,952 29,720 19,878 33,434 4,024 37,458 26,976 $ 132,803 41,755 35,065 22,534 33,449 5,575 39,024 28,542 $ 482,847 147,323 122,542 72,263 140,719 18,433 159,152 114,538 Basic and diluted 0.20 0.25 0.20 0.21 0.86 Dividends paid per common share 0.4365000 0.4374375 0.4433750 0.4543125 1.7716250 (1) The consolidated quarterly financial data includes revenues and expenses from our continuing and discontinued operations. The results of operations related to certain properties, classified as held for sale or disposed of, have been reclassified to income from discontinued operations. Additionally, measurement period adjustments were made to the first two quarters of 2013 to adjust preliminary real estate values to reflect new information about facts and circumstances that existed as of the acquisition date. Also, tenant reimbursements have been reported as a component of total revenue and reimbursable property expense have been reported as a component of total expenses. Therefore, some of the information may not agree to our previously filed 10-Qs. (2) Amounts for each period are calculated independently. The sum of the quarters may differ from the annual amount. 47 REALTY INCOME CORPORATION AND SUBSIDIARIES Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Realty Income Corporation: We have audited the accompanying consolidated balance sheets of Realty Income Corporation and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income, equity, and cash flows for each of the years in the three-year period ended December 31, 2013. These consolidated financial statements are the responsibility of Realty Income Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Realty Income Corporation and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Realty Income Corporation’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 14, 2014 expressed an unqualified opinion on the effectiveness of Realty Income Corporation’s internal control over financial reporting. San Diego, California February 14, 2014 48 REALTY INCOME CORPORATION AND SUBSIDIARIES Report of Independent Registered Public Accounting Firm, Continued The Board of Directors and Stockholders Realty Income Corporation: We have audited Realty Income Corporation’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Realty Income Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on Realty Income Corporation’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Realty Income Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Realty Income Corporation and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income, equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and our report dated February 14, 2014 expressed an unqualified opinion on those consolidated financial statements. San Diego, California February 14, 2014 49 REALTY INCOME CORPORATION AND SUBSIDIARIES Business Description THE COMPANY Realty Income Corporation, The Monthly Dividend Company®, or Realty Income, is a publicly traded real estate company with the primary business objective of generating dependable monthly cash dividends from a consistent and predictable level of cash flow from operations. Our monthly dividends are supported by the cash flow from our portfolio of properties leased to commercial tenants. We have in- house acquisition, leasing, legal, credit research, real estate research, portfolio management (including property and asset management), and capital markets expertise. Over the past 45 years, Realty Income and its predecessors have been acquiring and owning freestanding commercial properties that generate rental revenue under long-term lease agreements. Realty Income was founded in 1969, and in 1994 was listed on the New York Stock Exchange, or NYSE. We elected to be taxed as a real estate investment trust, or REIT, requiring us to distribute dividends to our stockholders aggregating at least 90% of our taxable income (excluding net capital gains). We seek to increase distributions to stockholders and funds from operations, or FFO, per share through both active portfolio management and the acquisition of additional properties. Generally, our portfolio management efforts seek to achieve:  Contractual rent increases on existing leases;  Rent increases at the termination of existing leases, when market conditions permit; and  The active management of our property portfolio, including re-leasing vacant properties, and selectively selling properties, thereby mitigating our exposure to certain tenants and markets. At December 31, 2013, we owned a diversified portfolio:  Of 3,896 properties;  With an occupancy rate of 98.2%, or 3,826 properties leased and 70 properties available for lease;  Leased to 205 different commercial tenants doing business in 47 separate industries;  Located in 49 states and Puerto Rico;  With over 62.6 million square feet of leasable space; and  With an average leasable space per property of approximately 16,100 square feet, including approximately 10,600 square feet per retail property. Of the 3,896 properties in the portfolio, 3,876, or 99.5%, are single-tenant properties, and the remaining twenty are multi-tenant properties. At December 31, 2013, of the 3,876 single-tenant properties, 3,807 were leased with a weighted average remaining lease term (excluding rights to extend a lease at the option of the tenant) of approximately 10.8 years. In acquiring additional properties, our strategy is primarily to acquire freestanding, single-tenant locations under long-term, net lease agreements. Our acquisition and investment activities generally focus on businesses providing goods and services that satisfy basic consumer and business needs. In general, our net lease agreements:  Are for initial terms of 10 to 20 years;  Require the tenant to pay minimum monthly rent and property operating expenses (taxes, insurance and maintenance); and  Provide for future rent increases based on increases in the consumer price index (typically subject to ceilings), additional rent calculated as a percentage of the tenants’ gross sales above a specified level, or fixed increases. 50 Our nine senior officers owned 0.4% of our outstanding common stock with a market value of $33.3 million at January 29, 2014. Our directors and nine senior officers, as a group, owned 0.6% of our outstanding common stock with a market value of $51.7 million at January 29, 2014. Our common stock is listed on the NYSE under the ticker symbol "O" with a cusip number of 756109-104. Our central index key number is 726728. Our 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock is listed on the NYSE under the ticker symbol "OprE" with a cusip number of 756109-708. Our 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock is listed on the NYSE under the ticker symbol “OprF” with a cusip number of 756109-807. In January 2014, we had 116 employees as compared to 97 employees in January 2013. We maintain a corporate website at www.realtyincome.com. On our website we make available, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, Form 3s, Form 4s, Form 5s, current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file these reports with the Securities and Exchange Commission, or SEC. None of the information on our website is deemed to be part of this report. RECENT DEVELOPMENTS Increases in Monthly Dividends to Common Stockholders We have continued our 45-year policy of paying monthly dividends. In addition, we increased the dividend five times during 2013. 2013 Dividend increases 1st increase 2nd increase 3rd increase 4th increase 5th increase Month Paid Jan 2013 Feb 2013 Apr 2013 Jul 2013 Oct 2013 Dividend per share Increase per share $ 0.1517500 $ 0.0003125 0.1809167 0.0291667 0.1812292 0.0003125 0.1815417 0.0003125 0.1818542 0.0003125 The dividends paid per share during 2013 as compared to 2012 increased 21.2%, which is the largest annual increase in the company’s history. The 2013 dividends paid per share totaled $2.1474587 as compared to $1.7716250 in 2012, an increase of $0.3758337. In December 2013, we declared an increased dividend of $0.1821667 per share, which was paid in January 2014. The increase in January 2014 was our 65th consecutive quarterly increase and the 74th increase in the amount of the dividend since our listing on the NYSE in 1994. In January 2014 and February 2014, we declared dividends of $0.1821667 per share, which will be paid in February 2014 and March 2014, respectively. The monthly dividend of $0.1821667 per share represents a current annualized dividend of $2.186 per share, and an annualized dividend yield of approximately 5.9% based on the last reported sale price of our common stock on the NYSE of $37.33 on December 31, 2013. Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period. 51 Acquisitions During 2013 During 2013, we invested $1.51 billion in 459 new properties and properties under development or expansion, with an initial weighted average contractual lease rate of 7.1%. The 459 new properties and properties under development or expansion are located in 40 states, will contain approximately 9.0 million leasable square feet, and are 100% leased with a weighted average lease term of 14.0 years. The tenants occupying the new properties operate in 23 industries and the property types consist of 83.8% retail, 9.2% office, 4.9% industrial and distribution, and 2.1% manufacturing, based on rental revenue. These investments are in addition to the $3.2 billion acquisition of 515 properties of American Realty Capital Trust, Inc., or ARCT, which were added to our real estate portfolio during the first quarter of 2013. Our combined total investment in real estate assets during 2013 was $4.67 billion in 974 new properties and properties under development or expansion. During 2013, none of our real estate investments caused any one tenant to be 10% or more of our total assets at December 31, 2013. In conjunction with our acquisition of ARCT, each outstanding share of ARCT common stock was converted into the right to receive a combination of: (i) $0.35 in cash and (ii) 0.2874 shares of our common stock, resulting in the issuance of a total of approximately 45.6 million shares of our common stock to ARCT shareholders, valued at a per share amount of $44.04, which was the closing sale price of our common stock on January 22, 2013. In connection with the closing of this acquisition, we terminated and repaid the amounts then outstanding of approximately $552.9 million under ARCT’s revolving credit facility and term loan. In connection with our acquisition of ARCT, we assumed approximately $516.3 million of mortgages payable. We incurred merger costs of $13.0 million and $7.9 million, respectively, in 2013 and 2012. The total merger costs were approximately $21 million. Our acquisition of ARCT provided benefits to Realty Income, including accretion to net earnings, growth in the size of our real estate portfolio, diversification of industries and property type, and increase in the percentage of investment grade tenants. The 515 properties added to our real estate portfolio as a result of the ARCT acquisition, are located in 44 states and Puerto Rico, contain over 16.0 million leasable square feet and are 100% leased with a weighted average lease term of 12.2 years. The 69 tenants, occupying the 515 properties acquired, operate in 28 industries and the property types consist of 54.0% retail, 32.6% industrial and distribution, and 13.4% office, based on rental revenue. The estimated initial weighted average contractual lease rate for a property is generally computed as estimated contractual net operating income, which, in the case of a net leased property, is equal to the aggregate base rent under the lease for the first full year of each lease, divided by the total cost of the property. Since it is possible that a tenant could default on the payment of contractual rent, we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above. In the case of a property under development or expansion, the estimated initial weighted average contractual lease rate is computed as follows: estimated net operating income (which is calculated by multiplying the capitalization rate determined by the lease by our projected total investment in the property, including land, construction and capitalized interest costs) for the first full year of each lease, divided by such projected total investment in the property. Of the $4.67 billion we invested during 2013, $39.6 million was invested in 21 properties under development or expansion, with an estimated initial weighted average contractual lease rate of 8.5%. We may continue to pursue development or expansion opportunities under similar arrangements in the future. John P. Case Appointed Chief Executive Officer (CEO) In September 2013, we announced that our Board of Directors appointed John P. Case as CEO of the company. Mr. Case, who had previously served as President and Chief Investment Officer, succeeded Tom A. Lewis, who retired as our CEO. Mr. Lewis had been our CEO since 1997. Mr. Case is only the third CEO in Realty Income’s 45-year history. 52 PORTFOLIO DISCUSSION Leasing Results At December 31, 2013, we had 70 properties available for lease out of 3,896 properties in our portfolio, which represents a 98.2% occupancy rate. Since December 31, 2012, when we reported 84 properties available for lease and a 97.2% occupancy rate, we:  Leased 27 properties;  Sold 19 properties available for lease; and  Have 32 new properties available for lease. During 2013, 136 properties with expiring leases were leased to either existing or new tenants. The annual rent on these leases was $16.1 million, as compared to the previous rent on these same properties of $16.0 million. At December 31, 2013, our average annualized rental revenue was approximately $13.21 per square foot on the 3,807 leased properties in our portfolio. At December 31, 2013, we classified 12 properties with a carrying amount of $12.0 million as held for sale on our balance sheet. Investments in Existing Properties In 2013, we capitalized costs of $8.5 million on existing properties in our portfolio, consisting of $1.3 million for re-leasing costs and $7.2 million for building and tenant improvements. In 2012, we capitalized costs of $6.6 million on existing properties in our portfolio, consisting of $1.62 million for re- leasing costs and $4.93 million for building and tenant improvements. As part of our re-leasing costs, we pay leasing commissions and sometimes provide tenant rent concessions. Leasing commissions are paid based on the commercial real estate industry standard and any rent concessions provided are minimal. We do not consider the collective impact of the leasing commissions or tenant rent concessions to be material to our financial position or results of operations. The majority of our building and tenant improvements are related to roof repairs, HVAC improvements, and parking lot resurfacing and replacements. It is not customary for us to offer significant tenant improvements on our properties as tenant incentives. The amounts of our capital expenditures can vary significantly, depending on the rental market, tenant credit worthiness, and the willingness of tenants to pay higher rents over the terms of the leases. Amendment to Credit Facility In October 2013, we amended our credit facility by increasing the borrowing capacity by $500 million to $1.5 billion. All other material business terms of the credit facility remain unchanged. Note Issuance In July 2013, we issued $750 million of 4.65% senior unsecured notes due August 2023, or the 2023 Notes. The price to the investors for the 2023 Notes was 99.775% of the principal amount for an effective yield of 4.678% per annum. The total net proceeds of approximately $741.4 million from this offering were used to repay all outstanding borrowings under our acquisition credit facility, and the remaining proceeds were used for general corporate purposes, including additional property acquisitions. Interest is paid semiannually on the 2023 Notes. Accelerated Stock Vesting The Compensation Committee of our Board of Directors approved, effective July 1, 2013, the accelerated vesting of each restricted stock award that had originally been granted with ten-year vesting to five years. On July 1, 2013, 212,827 restricted shares vested as a result of this acceleration, resulting in additional compensation expense of $3.7 million during 2013. 53 Issuance of Common Stock In October 2013, we issued 9,775,000 shares of common stock at a price of $40.63 per share, including 1,275,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares. After underwriting discounts and other estimated offering costs of $18.7 million, the net proceeds of approximately $378.5 million were used to repay a portion of the borrowings under our acquisition credit facility, which were used to fund property acquisitions. In March 2013, we issued 17,250,000 shares of common stock at a price of $45.90 per share. After underwriting discounts and other offering costs of $36.7 million, the net proceeds of $755.1 million were used to redeem our 5.375% notes in March 2013 and repay borrowings under our acquisition credit facility, which were used to fund property acquisitions, including our acquisition of ARCT. In connection with our January 2013 acquisition of ARCT, we issued a total of 45,573,144 shares of our common stock to ARCT shareholders and redeemed 208,709 shares of our common stock that were previously held by ARCT. Dividend Reinvestment and Stock Purchase Plan In March 2011, we established a Dividend Reinvestment and Stock Purchase Plan, or the DRSPP, to provide our common stockholders, as well as new investors, with a convenient and economical method of purchasing our common stock and reinvesting their distributions. The DRSPP also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions. The DRSPP authorizes up to 6,000,000 common shares to be issued. During 2013, we issued 1,449,139 shares and raised approximately $55.6 million under the DRSPP. Note Repayment In March 2013, we repaid the $100 million of outstanding 5.375% notes, plus accrued and unpaid interest, using proceeds from our March 2013 common stock offering and our credit facility. Term Loan In January 2013, in conjunction with our acquisition of ARCT, we entered into a $70 million senior unsecured term loan maturing January 21, 2018, to partially repay the then outstanding ARCT term loan. Borrowing under the term loan bears interest at LIBOR, plus 1.20%. In conjunction with this term loan, we also acquired an interest rate swap which essentially fixes our per annum interest rate on the term loan at 2.15%. Noncontrolling Interests As consideration for two separate acquisitions during 2013, partnership units of Tau Operating Partnership, L.P. and Realty Income, L.P. were issued to third parties. These units (discussed in the following paragraphs below) do not have voting rights, are entitled to monthly distributions equal to the amount paid to our common stockholders, and are redeemable in cash or our common stock, at our option and at a conversion ratio of one to one, subject to certain exceptions. As the general partner for each of these partnerships, we have operating and financial control over these entities, consolidate them in our financial statements, and record the partnership units held by third parties as noncontrolling interests. Issuance of Common and Preferred Partnership Units In connection with our acquisition of ARCT in January 2013, we issued 317,022 common partnership units and 6,750 preferred partnership units. These common units are entitled to monthly distributions equivalent to the per common share amounts paid to the common stockholders of Realty Income. The preferred units have a par value of $1,000, and are entitled to monthly payments at a rate of 2% per annum, or $135,000 per year. 54 In June 2013, we issued 534,546 common partnership units of Realty Income, L.P. These common units are entitled to monthly distributions equivalent to the per common share amount paid to the common stockholders of Realty Income. Universal Shelf Registration In February 2013, we filed a shelf registration statement with the SEC, which is effective for a term of three years and will expire in February 2016. This replaces our prior shelf registration statement. In accordance with SEC rules, the amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit. The securities covered by this registration statement include (1) common stock, (2) preferred stock, (3) debt securities, (4) depositary shares representing fractional interests in shares of preferred stock, (5) warrants to purchase debt securities, common stock, preferred stock or depositary shares, and (6) any combination of these securities. We may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. Net Income Available to Common Stockholders Net income available to common stockholders was $203.6 million in 2013, compared to $114.5 million in 2012, an increase of $89.1 million. On a diluted per common share basis, net income was $1.06 in 2013, as compared to $0.86 in 2012, an increase of $0.20, or 23.3%. Net income available to common stockholders for 2013 includes $13.0 million of merger-related costs for the acquisition of ARCT, which represents $0.07 on a diluted per common share basis, and $3.7 million for accelerated vesting of restricted shares that occurred in July 2013 from ten-year vesting to five years, which represents $0.02 on a diluted per common share basis. Net income available to common stockholders for 2012 includes $7.9 million of merger-related costs for the acquisition of ARCT, which represents $0.06 on a diluted per common share basis, and a $3.7 million charge for the excess of redemption value over carrying value of the shares of our 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock, or Class D preferred stock, which represents $0.03 on a diluted per common share basis. The calculation to determine net income available to common stockholders includes gains from the sale of properties. The amount of gains varies from period to period based on the timing of property sales and can significantly impact net income available to common stockholders. Gains from the sale of properties during 2013 were $64.7 million, as compared to gains from the sale of properties of $9.9 million during 2012. Funds from Operations Available to Common Stockholders (FFO) and Normalized Funds from Operations Available to Common Stockholders (Normalized FFO) In 2013, our FFO increased by $188.1 million, or 72.1%, to $449.0 million versus $260.9 million in 2012. On a diluted per common share basis, FFO was $2.34 in 2013, compared to $1.96 in 2012, an increase of $0.38, or 19.4%. FFO in 2013 includes $13.0 million of merger-related costs, which represents $0.07 on a diluted per common share basis, and $3.7 million for accelerated vesting of restricted shares that occurred in July 2013 from ten-year vesting to five years, which represents $0.02 on a diluted per common share basis. FFO for 2012 includes $7.9 million of merger-related costs, which represents $0.06 on a diluted per common share basis, and includes a $3.7 million charge for the excess of redemption value over carrying value of the shares of our Class D preferred stock, which represents $0.03 on a diluted per common share basis. We define normalized FFO as FFO excluding the merger-related costs for our acquisition of ARCT. In 2013, our normalized FFO increased by $193.2 million, or 71.9%, to $462.0 million, versus $268.8 million in 2012. On a diluted common share basis, normalized FFO was $2.41 in 2013, compared to $2.02 in 2012, an increase of $0.39, or 19.3%. 55 See our discussion of FFO and normalized FFO (which are not financial measures under U.S. generally accepted accounting principles, or GAAP), in the section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in this annual report, which includes a reconciliation of net income available to common stockholders to FFO and normalized FFO. Adjusted Funds from Operations Available to Common Stockholders (AFFO) In 2013, our AFFO increased by $188.9 million, or 68.9%, to $463.1 million versus $274.2 million in 2012. On a diluted per common share basis, AFFO was $2.41 in 2013, compared to $2.06 in 2012, an increase of $0.35, or 17.0%. See our discussion of AFFO (which is not a financial measure under GAAP), in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this annual report, which includes a reconciliation of net income available to common stockholders to FFO, normalized FFO and AFFO. DIVIDEND POLICY Distributions are paid monthly to holders of shares of our common stock, 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock, or Class E preferred stock, and 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, or Class F preferred stock, if, and when, declared by our Board of Directors. Distributions are paid monthly to the limited partners holding common units of Tau Operating Partnership, L.P. and Realty Income, L.P., each on a per unit basis that is generally equal to the amount paid per share to our common stockholders. In order to maintain our tax status as a REIT for federal income tax purposes, we generally are required to distribute dividends to our stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains), and we are subject to income tax to the extent we distribute less than 100% of our taxable income (including net capital gains). In 2013, our cash distributions to preferred and common stockholders totaled $451.2 million, or approximately 161.4% of our estimated taxable income of $279.6 million. Our estimated taxable income reflects non-cash deductions for depreciation and amortization. Our estimated taxable income is presented to show our compliance with REIT dividend requirements and is not a measure of our liquidity or operating performance. We intend to continue to make distributions to our stockholders that are sufficient to meet this dividend requirement and that will reduce or eliminate our exposure to income taxes. Furthermore, we believe our funds from operations are more than sufficient to support our current level of cash distributions to our stockholders. Our 2013 cash distributions to common stockholders totaled $409.2 million, representing 88.4% of our adjusted funds from operations available to common stockholders of $463.1 million. The Class E preferred stockholders receive cumulative distributions at a rate of 6.75% per annum on the $25.00 per share liquidation preference (equivalent to $1.6875 per annum per share). The Class F preferred stockholders receive cumulative distributions at a rate of 6.625% per annum on the $25.00 per share liquidation preference (equivalent to $1.65625 per annum per share). Dividends on our Class E and Class F preferred stock are current. Future distributions will be at the discretion of our Board of Directors and will depend on, among other things, our results of operations, FFO, normalized FFO, AFFO, cash flow from operations, financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, or the Code, our debt service requirements and any other factors our Board of Directors may deem relevant. In addition, our credit facility contains financial covenants that could limit the amount of distributions paid by us in the event of a default, and which prohibit the payment of distributions on the common or preferred stock in the event that we fail to pay when due (subject to any applicable grace period) any principal or interest on borrowings under our credit facility. 56 Distributions of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to stockholders as ordinary income, except to the extent that we recognize capital gains and declare a capital gains dividend, or that such amounts constitute "qualified dividend income" subject to a reduced rate of tax. The maximum tax rate of non-corporate taxpayers for "qualified dividend income" is generally 20%. In general, dividends payable by REITs are not eligible for the reduced tax rate on qualified dividend income, except to the extent that certain holding requirements have been met with respect to the REIT’s stock and the REIT’s dividends are attributable to dividends received from certain taxable corporations (such as our taxable REIT subsidiaries) or to income that was subject to tax at the corporate or REIT level (for example, if we distribute taxable income that we retained and paid tax on in the prior taxable year). Distributions in excess of earnings and profits generally will be treated as a non-taxable reduction in the stockholders' basis in their stock, but not below zero. Distributions in excess of that basis generally will be taxable as a capital gain to stockholders who hold their shares as a capital asset. Approximately 38.7% of the distributions to our common stockholders, made or deemed to have been made in 2013, were classified as a return of capital for federal income tax purposes. We estimate that in 2014, between 15% and 30% of the distributions may be classified as a return of capital. BUSINESS PHILOSOPHY AND STRATEGY Capital Philosophy Historically, we have met our long-term capital needs by issuing common stock, preferred stock and long- term unsecured notes and bonds. Over the long term, we believe that common stock should be the majority of our capital structure. However, we may issue additional preferred stock or debt securities. We may issue common stock when we believe that our share price is at a level that allows for the proceeds of any offering to be accretively invested into additional properties. In addition, we may issue common stock to permanently finance properties that were financed by our credit facility or debt securities. However, we cannot assure you that we will have access to the capital markets at times and at terms that are acceptable to us. Our primary cash obligations, for the current year and subsequent years, are included in the “Table of Obligations,” which is presented in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs and cash distributions to common and preferred stockholders, primarily through cash provided by operating activities, borrowing on our $1.5 billion credit facility and occasionally through public securities offerings. Conservative Capital Structure We believe that our stockholders are best served by a conservative capital structure. Therefore, we seek to maintain a conservative debt level on our balance sheet and solid interest and fixed charge coverage ratios. At December 31, 2013, our total outstanding borrowings of senior unsecured notes, term loan, mortgages payable and credit facility borrowings were $4.18 billion, or approximately 33.2% of our total market capitalization of $12.59 billion. We define our total market capitalization at December 31, 2013 as the sum of:  Shares of our common stock outstanding of 207,485,073, plus total common units of 851,568, multiplied by the last reported sales price of our common stock on the NYSE of $37.33 per share on December 31, 2013, or $7.78 billion;  Aggregate liquidation value (par value of $25.00 per share) of the Class E preferred stock of $220.0 million;  Aggregate liquidation value (par value of $25.00 per share) of the Class F preferred stock of $408.8 million; 57  Outstanding borrowings of $128.0 million on our credit facility;  Outstanding mortgages payable of $783.4 million, which includes net mortgage premiums of $28.9 million;  Outstanding borrowings of $70.0 million on our term loan; and  Outstanding senior unsecured notes and bonds of $3.2 billion, which excludes unamortized original issuance discounts of $14.5 million. Investment Philosophy We believe that owning an actively managed, diversified portfolio of commercial properties under long- term, net leases produces consistent and predictable income. Net leases typically require the tenant to be responsible for monthly rent and property operating expenses including property taxes, insurance and maintenance. In addition, tenants of our properties typically pay rent increases based on: 1) increases in the consumer price index (typically subject to ceilings), 2) additional rent calculated as a percentage of the tenants' gross sales above a specified level, or 3) fixed increases. We believe that a portfolio of properties owned under long-term net leases generally produces a more predictable income stream than many other types of real estate portfolios, while continuing to offer the potential for growth in rental income. Investment Strategy When identifying new properties for acquisition, we generally focus on providing capital to owners and operators of commercial tenants by acquiring the real estate they consider important to the successful operation of their business. We primarily focus on acquiring properties with many of the following attributes:  Tenants with reliable and sustainable cash flow;  Tenants with revenue and cash flow from multiple sources;  Tenants that are willing to sign a long-term lease (10 or more years);  Tenants that are large owners and users of real estate;  Real estate that is critical to the tenant’s ability to generate revenue (i.e. they need the property in which they operate in order to conduct their business);  Real estate with property valuations at or below replacement cost;  Properties with rental or lease payments that are at or below market rents; and  Property transactions where we can achieve an attractive spread over our cost of capital. From a retail perspective, our investment focus has primarily been on businesses that have a service component because we believe the lease revenue from these types of businesses is more stable. Because of this investment focus, for the quarter ended December 31, 2013, approximately 59.1% of our retail rental revenue was derived from tenants with a service component in their business. We believe these service-oriented businesses would generally be difficult to duplicate over the Internet and that our properties continue to perform well relative to competition from Internet-based businesses. Diversification is also a key objective of our investment strategy. We believe that diversification of the portfolio by tenant, industry, property type, and geographic location leads to more predictable investment results for our shareholders by reducing vulnerability that can come with any single concentration. Our investment efforts have led to a diversified property portfolio that, as of December 31, 2013, consisted of 3,896 properties located in 49 states and Puerto Rico, leased to 205 different commercial tenants doing business in 47 industry segments. Each of the 47 industry segments, represented in our property portfolio, individually accounted for no more than 10.6% of our rental revenue for the quarter ended December 31, 2013. 58 Credit Strategy We typically acquire and lease properties to tenants in transactions where we can achieve an attractive risk-adjusted return. Since 1970, our occupancy rate at the end of each year has never been below 96%. We believe the principal financial obligations for most of our tenants typically include their bank and other debt, payment obligations to suppliers and real estate lease obligations. Because we typically own the land and building in which a tenant conducts its business or which are critical to the tenant’s ability to generate revenue, we believe the risk of default on a tenant’s lease obligations is less than the tenant’s unsecured general obligations. It has been our experience that since tenants must retain their profitable and critical locations in order to survive; in the event of reorganization they are less likely to reject a lease for a profitable or critical location because this would terminate their right to use the property. Thus, as the property owner, we believe we will fare better than unsecured creditors of the same tenant in the event of reorganization. If a property is rejected by the tenant during reorganization, we own the property and can either lease it to a new tenant or sell the property. In addition, we believe that the risk of default on real estate leases can be further mitigated by monitoring the performance of the tenants' individual locations and considering whether to sell locations that are weaker performers. In order to qualify for inclusion in our portfolio, new property acquisitions must meet stringent investment and credit requirements. The properties must generate attractive current yields and the tenant must meet our credit profile. We have established a four-part analysis that examines each potential investment based on: Industry, company, market conditions and credit profile;   Store profitability for retail locations, if profitability data is available;  The importance of the real estate location to the operations of the company’s business; and  Overall real estate characteristics, including property value and comparative rental rates. Prior to entering into any transaction, our investment professionals, assisted by our research department, conduct a review of a tenant’s credit quality. The information reviewed may include reports and filings, including any public credit ratings, financial statements, debt and equity analyst reports, and reviews of corporate credit spreads, stock prices, market capitalization and other financial metrics. We conduct additional due diligence, including additional financial reviews of the tenant and a more comprehensive review of the business segment and industry in which the tenant operates. We continue to monitor our tenants’ credit quality on an ongoing basis by reviewing the available information previously discussed, and providing summaries of these findings to management. Acquisition Strategy We seek to invest in industries in which several, well-organized, regional and national commercial tenants are capturing market share through service, quality control, economies of scale, strong consumer brands, advertising, and the selection of prime locations. Our acquisition strategy is to act as a source of capital to regional and national commercial tenants by acquiring and leasing back their real estate locations. In addition, we frequently acquire large portfolios of properties net leased to multiple tenants in a variety of industries. We have an internal team dedicated to sourcing such opportunities, often using our proprietary relationships with various tenants, owners/developers, and advisors to uncover and secure transactions. We also undertake thorough research and analysis to identify what we consider to be appropriate industries, tenants and property locations for investment. This research expertise is instrumental to uncovering net lease opportunities in markets where our real estate financing program adds value. In selecting potential investments, we generally seek to acquire real estate that has the following characteristics:  Properties that are freestanding, commercially-zoned with a single tenant;  Properties that are important locations for regional and national commercial tenants;  Properties that we deem to be profitable for the tenants and/or can generally be characterized as important to the operations of the company’s business;  Properties that are located within attractive demographic areas, relative to the business of our tenants, with high visibility and easy access to major thoroughfares; and 59  Properties that can be purchased with the simultaneous execution or assumption of long-term, net lease agreements, offering both current income and the potential for rent increases. Portfolio Management Strategy The active management of the property portfolio is also an essential component of our long-term strategy. We continually monitor our portfolio for any changes that could affect the performance of the industries, tenants and locations in which we have invested. We also regularly analyze our portfolio with a view toward optimizing its returns and enhancing our credit quality. We regularly review and analyze:  The performance of the various industries of our tenants; and  The operation, management, business planning, and financial condition of our tenants. We have an active portfolio management program that incorporates the sale of assets when we believe the reinvestment of the sale proceeds will:  Generate higher returns;  Enhance the credit quality of our real estate portfolio;  Extend our average remaining lease term; or  Decrease tenant or industry concentration. At December 31, 2013, we classified real estate with a carrying amount of $12.0 million as held for sale on our balance sheet. In 2014, we intend to continue our active disposition efforts to further enhance our real estate portfolio and anticipate approximately $50 million in property sales for all of 2014. We intend to invest these proceeds into new property acquisitions, if there are attractive opportunities available. However, we cannot guarantee that we will sell properties during the next 12 months at our estimated values or be able to invest the property sale proceeds in new properties. Impact of Real Estate and Credit Markets In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain periods, the U.S. credit markets have experienced significant price volatility, dislocations and liquidity disruptions, which may impact our access to and cost of capital. We continually monitor the commercial real estate and U.S. credit markets carefully and, if required, will make decisions to adjust our business strategy accordingly. Universal Shelf Registration In February 2013, we filed a shelf registration statement with the SEC, which is effective for a term of three years and will expire in February 2016. This replaces our prior shelf registration statement. In accordance with SEC rules, the amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit. The securities covered by this registration statement include (1) common stock, (2) preferred stock, (3) debt securities, (4) depositary shares representing fractional interests in shares of preferred stock, (5) warrants to purchase debt securities, common stock, preferred stock or depositary shares, and (6) any combination of these securities. We may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. $1.5 Billion Acquisition Credit Facility In October 2013, we increased our unsecured acquisition credit facility from $1.0 billion to $1.5 billion. The initial term of the credit facility expires in May 2016 and includes, at our election, a one-year extension option. Under this credit facility, our current investment grade credit ratings provide for financing at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 1.075% with a facility commitment fee of 0.175%, for all-in drawn pricing of 1.25% over LIBOR. The borrowing rate is not subject to an interest rate floor or ceiling. We also have other interest rate options available to us under 60 this credit facility. Our credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation. At December 31, 2013, we had a borrowing capacity of $1.372 billion available on our credit facility (subject to customary conditions to borrowing) and an outstanding balance of $128.0 million. The interest rate on borrowings outstanding under our credit facility, at December 31, 2013, was 1.2% per annum. We must comply with various financial and other covenants in our credit facility. At December 31, 2013, we remain in compliance with these covenants. We expect to use our credit facility to acquire additional properties and for other corporate purposes. Any additional borrowings will increase our exposure to interest rate risk. We regularly review our credit facility and may seek to extend or replace our credit facility, to the extent we deem appropriate. We generally use our credit facility for the short-term financing of new property acquisitions. Thereafter, when capital is available on acceptable terms, we generally seek to refinance those borrowings with the net proceeds of long-term or permanent financing, which may include the issuance of common stock, preferred stock or debt securities. We cannot assure you, however, that we will be able to obtain any such refinancing, or that market conditions prevailing at the time of the refinancing will enable us to issue equity or debt securities upon acceptable terms. Cash Reserves We are organized to operate as an equity REIT that acquires and leases properties and distributes to stockholders, in the form of monthly cash distributions, a substantial portion of our net cash flow generated from leases on our properties. We intend to retain an appropriate amount of cash as working capital. At December 31, 2013, we had cash and cash equivalents totaling $10.3 million. We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing capacity is sufficient to meet our liquidity needs for the next twelve months. We intend, however, to use permanent or long-term capital to fund property acquisitions and to repay future borrowings under our credit facility. Credit Agency Ratings The borrowing interest rates under our credit facility are based upon our ratings assigned by credit rating agencies. We are currently assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds: Fitch Ratings has assigned a rating of BBB+ with a “stable” outlook, Moody’s Investors Service has assigned a rating of Baa1 with a “stable” outlook, and Standard & Poor’s Ratings Group has assigned a rating of BBB+ with a “stable” outlook. Based on our current ratings, the credit facility interest rate is LIBOR plus 1.075% with a facility commitment fee of 0.175%, for all-in drawn pricing of 1.25% basis points over LIBOR. The credit facility provides that the interest rate can range between: (i) LIBOR plus 1.85% if our credit facility is lower than BBB-/Baa3 and (ii) LIBOR plus 1.00% if our credit rating is A-/A3 or higher. In addition, our credit facility provides for a facility commitment fee based on our credit ratings, which range from: (i) 0.45% for a rating lower than BBB-/Baa3, and (ii) 0.15% for a credit rating of A-/A3 or higher. We also issue senior debt securities and our credit ratings can impact the interest rates charged in those transactions. If our credit ratings or ratings outlook change, our cost to obtain debt financing could increase or decrease. The credit ratings assigned to us could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that our ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, a rating is not a recommendation to buy, sell or hold our debt securities, preferred stock or common stock. 61 Notes Outstanding As of December 31, 2013, we had $3.2 billion of senior unsecured note and bond obligations, excluding unamortized original issuance discounts of $14.5 million. All of our outstanding notes and bonds have fixed interest rates. Interest on all of our senior note and bond obligations is paid semiannually. Mortgage Debt As of December 31, 2013, we had $754.5 million of mortgages payable, all of which were assumed in connection with our property acquisitions. Included in this amount is $514.4 million of mortgages payable assumed in connection with the ARCT acquisition. Additionally, at December 31, 2013, we had net premiums totaling $28.9 million on these mortgages, of which $16.2 million is in connection with the ARCT acquisition. Term Loan In January 2013, in conjunction with our acquisition of ARCT, we entered into a $70 million senior unsecured term loan maturing in January 2018. Borrowing under the term loan bears interest at LIBOR, plus 1.20%. In conjunction with this term loan, we also acquired an interest rate swap which essentially fixes our per annum interest rate on the term loan at 2.15%. No Unconsolidated Investments We have no unconsolidated investments, nor do we engage in trading activities involving energy or commodity contracts. Corporate Responsibility Realty Income is committed to providing an enjoyable, diverse and safe working atmosphere for our employees, to upholding our responsibilities as a public company operating for the benefit of our shareholders and to being mindful of the environment. As The Monthly Dividend Company®, we believe our primary responsibility is to provide a dividend return to our shareholders. How we manage and use the physical, human and financial resources that enable us to acquire and own the real estate, which provides us with the lease revenue to pay monthly dividends, demonstrates our commitment to corporate responsibility. Social Responsibility and Ethics. We are committed to being socially responsible and conducting our business according to the highest ethical standards. Our employees enjoy compensation that is in line with those of our peers and competitors, including generous healthcare benefits for employees and their families; participation in a 401K plan with a matching contribution by Realty Income; competitive vacation and time-off benefits; paid maternity leave and an infant-at-work program for new parents. Our employees also have access to members of our Board of Directors to report anonymously, if desired, any suspicion of misconduct, by any member of our senior management or executive team. We also have a long-standing commitment to equal employment opportunity and adhere to all Equal Employer Opportunity Policy guidelines. We apply the principles of full and fair disclosure in all of our business dealings, as outlined in our Corporate Code of Business Ethics. We are also committed to dealing fairly with all of our customers, suppliers and competitors. Corporate Governance. We believe that nothing is more important than a company’s reputation for integrity and serving as a responsible fiduciary for its shareholders. We are committed to managing the company for the benefit of our shareholders and are focused on maintaining good corporate governance. Practices that illustrate this commitment include:  Our Board of Directors is comprised of eight directors, six of which are independent, non-employee directors  Our Board of Directors is elected on an annual basis  We employ a majority vote standard for elections 62  Our Compensation Committee of the Board of Directors works with independent consultants, in conducting annual compensation reviews for our key executives, and compensates each individual based on reaching certain performance metrics that determine the success of our company  We adhere to all other corporate governance principles outlined in our “Corporate Governance Guidelines” document. Environmental Practices. Our focus on energy related matters is demonstrated by how we manage our day-to-day activities in our corporate headquarters building. In our headquarters building we promote energy conservation and encourage the following practices:  Powering down office equipment at the end of the day  Setting fax and copier machines to “energy saver mode”  Encouraging employees to reduce paper usage whenever possible, by storing documents electronically and using “duplex” copy mode;  Employing an automated “lights out” system that is activated 24/7; and  Programming HVAC to only operate during normal business operating hours In addition, our headquarters building was constructed according to the State of California energy standards and we have installed solar panels on our roof to fulfill our energy requirements. All of the windows on our building are dual-paned to increase energy efficiency and reduce our carbon footprint. With respect to recycling and reuse practices, we encourage the use of recycled products and the recycling of materials during our operations. Recycling bins are placed in all areas where materials are regularly disposed of and at the individual desks of our employees. Cell phones, wireless devices and office equipment is recycled or donated whenever possible. We also continue to pursue a paperless environment since this reduces costs and saves trees. As a result, we encourage file-sharing networks and environments to produce and edit documents in order to reduce the dissemination of hard copy documents, and have implemented an electronic invoice approval system. With respect to the properties that we own, these properties are net-leased to our tenants who are responsible for maintaining the buildings and are in control of their energy usage and environmental sustainability practices. Risk Factors For full descriptions of the risk factors associated with the Company, see Item 1A “Risk Factors” in our Form 10-K for the fiscal year ended December 31, 2013. Unresolved Staff Comments There are no unresolved staff comments. 63 REALTY INCOME CORPORATION AND SUBSIDIARIES Property Portfolio Information At December 31, 2013, we owned a diversified portfolio:  Of 3,896 properties;  With an occupancy rate of 98.2%, or 3,826 properties leased and 70 properties available for lease;  Leased to 205 different commercial tenants doing business in 47 separate industries;  Located in 49 states and Puerto Rico;  With over 62.6 million square feet of leasable space; and  With an average leasable space per property of approximately 16,100 square feet, including approximately 10,600 square feet per retail property. At December 31, 2013, of our 3,896 properties, 3,807 were leased under net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and certain property operating expenses including property taxes, insurance and maintenance. In addition, our tenants are typically subject to future rent increases based on increases in the consumer price index (typically subject to ceilings), additional rent calculated as a percentage of the tenants' gross sales above a specified level, or fixed increases. As a result of our 2013 acquisitions, the following industry table has been modified from similar tables we have prepared in the past to reflect the changes below:  Five new industries were added: (1) “government services,” (2) “health care,” (3) “jewelry,” (4) “other manufacturing,” and (5) “electrical utilities”; and  Some properties previously included in the “other” industry were reclassified to both the “health care” and “government services” industries to better reflect the industry in which the tenant operates. 64 Industry Diversification The following table sets forth certain information regarding Realty Income's property portfolio classified according to the business of the respective tenants, expressed as a percentage of our total rental revenue: For the Quarter Ended Percentage of Rental Revenue(1) For the Years Ended December 31, 2013 Dec 31, 2013 Dec 31, 2012 Dec 31, 2011 Dec 31, 2010 Dec 31, 2009 Dec 31, 2008 Retail industries Apparel stores Automotive collision services Automotive parts Automotive service Automotive tire services Book stores Child care Consumer electronics Convenience stores Crafts and novelties Dollar stores Drug stores Education Entertainment Equipment services Financial services General merchandise Grocery stores Health and fitness Health care Home furnishings Home improvement Jewelry Motor vehicle dealerships Office supplies Pet supplies and services Restaurants - casual dining Restaurants - quick service Shoe stores Sporting goods Theaters Transportation services Wholesale clubs Other 1.7 % 0.8 1.4 1.9 3.3 * 2.5 0.3 10.6 0.5 7.1 9.7 0.4 0.6 0.1 1.4 1.2 2.8 6.8 1.0 0.8 1.5 0.1 1.6 0.4 0.8 4.7 4.3 0.1 1.6 5.6 0.1 4.3 * 1.9 % 0.8 1.2 2.1 3.6 * 2.8 0.3 11.2 0.5 6.2 8.1 0.4 0.6 0.1 1.5 1.1 2.9 6.3 1.1 0.9 1.6 0.1 1.6 0.5 0.8 5.1 4.4 0.1 1.7 6.2 0.1 3.9 0.1 1.7 % 1.1 1.0 3.1 4.7 0.1 4.5 0.5 16.3 0.3 2.2 3.5 0.7 0.9 0.1 0.2 0.6 3.7 6.8 - 1.0 1.5 - 2.1 0.8 0.6 7.3 5.9 0.1 2.5 9.4 0.2 3.2 0.1 1.4 % 0.9 1.2 3.7 5.6 0.1 5.2 0.5 18.5 0.2 - 3.8 0.7 1.0 0.2 0.2 0.6 1.6 6.4 - 1.1 1.7 - 2.2 0.9 0.7 10.9 6.6 0.2 2.7 8.8 0.2 0.7 0.1 1.2 % 1.0 1.4 4.7 6.4 0.1 6.5 0.6 17.1 0.3 - 4.1 0.8 1.2 0.2 0.2 0.8 0.9 6.9 - 1.3 2.0 - 2.6 0.9 0.9 13.4 7.7 0.1 2.7 8.9 0.2 - 0.3 1.1 % 1.1 1.5 4.8 6.9 0.2 7.3 0.7 16.9 0.3 - 4.3 0.9 1.3 0.2 0.2 0.8 0.7 5.9 - 1.3 2.2 - 2.7 1.0 0.9 13.7 8.3 - 2.6 9.2 0.2 - 1.1 1.1 % 1.0 1.6 4.8 6.7 0.2 7.6 0.8 15.8 0.3 - 4.1 0.8 1.2 0.2 0.2 0.8 0.7 5.6 - 2.4 2.1 - 3.2 1.0 0.8 14.3 8.2 - 2.3 9.0 0.2 - 1.2 Retail industries 80.0 % 79.8 % 86.7 % 88.6 % 95.4 % 98.3 % 98.2 % 65 Industry Diversification (continued) For the Quarter Ended Percentage of Rental Revenue(1) For the Years Ended December 31, 2013 Dec 31, 2013 Dec 31, 2012 Dec 31, 2011 Dec 31, 2010 Dec 31, 2009 Dec 31, 2008 1.3 % 3.0 0.6 1.0 0.1 0.2 0.1 0.5 0.5 1.4 1.3 0.8 0.2 0.1 0.2 0.6 0.9 0.1 0.8 0.6 5.3 0.4 1.2 % 3.3 0.6 1.0 0.1 0.2 * 0.4 0.5 1.5 1.4 0.8 0.2 0.1 0.2 0.6 0.9 0.2 0.9 0.7 5.3 0.1 0.9 % 5.1 0.1 0.1 - 0.1 - 0.3 0.4 1.3 0.1 * - * 0.1 - 0.7 0.1 - 0.8 2.2 1.0 0.5 % 5.6 - - - - - 0.2 0.3 0.7 0.1 * - - - - 0.4 0.1 - 0.7 1.6 1.2 - % 3.0 - - - - - - - - 0.1 - - - - - - - - - - 1.5 - % - - - - - - - - - 0.1 - - - - - - - - - - 1.6 - % - - - - - - - - - - - - - - - - - - - - 1.8 Non-retail industries Aerospace Beverages Consumer appliances Consumer goods Crafts and novelties Diversified industrial Electric Utilities Equipment services Financial services Food processing Government services Health care Home furnishings Insurance Machinery Other manufacturing Packaging Paper Shoe stores Telecommunications Transportation services Other Non-retail industries 20.0 % 20.2 % 13.3 % 11.4 % 4.6 % 1.7 % 1.8 % Totals 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % * Less than 0.1% (1) Includes rental revenue for all properties owned by Realty Income at the end of each period presented, including revenue from properties reclassified as discontinued operations. Excludes revenue from properties owned by Crest Net Lease, Inc., or Crest. 66 Property Type Diversification The following table sets forth certain property type information regarding Realty Income’s property portfolio as of December 31, 2013 (dollars in thousands): Property Type Retail Industrial and distribution Office Manufacturing Agriculture Number of Properties 3,747 79 42 13 15 Approximate Leasable Rental Revenue for the Quarter Ended Percentage of Rental Square Feet 39,979,700 15,661,100 3,104,400 3,715,200 184,500 $ (1) December 31, 2013 158,804 22,374 13,450 5,254 5,202 Revenue 77.4 % 10.9 6.6 2.6 2.5 Totals 3,896 62,644,900 $ 205,084 100.0 % (1) Includes rental revenue for all properties owned by Realty Income at December 31, 2013, including revenue from properties reclassified as discontinued operations of $279. Excludes revenue of $23 from properties owned by Crest. Tenant Diversification The largest tenants based on percentage of total portfolio rental revenue at December 31, 2013 include the following: FedEx Walgreens Family Dollar LA Fitness AMC Theatres Diageo BJ's Wholesale Clubs Northern Tier Energy/Super America 5.2 % 5.0 % 4.8 % 4.3 % 3.1 % 2.9 % 2.9 % 2.5 % Dollar General Rite Aid Regal Cinemas CVS Pharmacy The Pantry Circle K Walmart/Sam's Club 2.4 % 2.2 % 2.1 % 2.1 % 1.8 % 1.7 % 1.6 % 67 Service Category Diversification for our Retail Properties The following table sets forth certain information regarding the 3,747 retail properties, included in the 3,896 total properties, owned by Realty Income at December 31, 2013, classified according to the business types and the level of services they provide at the property level (dollars in thousands): Number of Retail Properties Retail Rental Revenue for the Quarter Ended December 31, 2013 (1) Percentage of Retail Rental Revenue Tenants Providing Services Automotive collision services Automotive service Child care Education Entertainment Equipment services Financial services Health and fitness Health care Theaters Transportation services Other Tenants Selling Goods and Services Automotive parts (with installation) Automotive tire services Convenience stores Motor vehicle dealerships Pet supplies and services Restaurants - casual dining Restaurants - quick service Tenants Selling Goods Apparel stores Automotive parts Book stores Consumer electronics Crafts and novelties Dollar stores Drug stores General merchandise Grocery stores Home furnishings Home improvement Jewelry Office supplies Shoe stores Sporting goods Wholesale clubs Total Retail Properties 29 226 220 14 9 2 106 71 26 44 1 10 758 46 183 775 18 13 316 389 1,740 22 68 1 7 10 662 203 52 63 60 29 4 11 1 25 31 1,249 3,747 $ $ 1,663 3,971 5,136 790 1,199 150 2,814 13,974 955 11,539 206 143 42,540 1,049 6,775 21,704 3,196 671 9,090 8,789 51,274 3,491 1,743 104 594 1,002 14,524 18,377 2,475 5,751 1,631 2,078 142 865 168 3,293 8,752 64,990 158,804 1.0 % 2.5 3.2 0.5 0.8 0.1 1.8 8.8 0.6 7.3 0.1 0.1 26.8 0.7 4.3 13.7 2.0 0.4 5.7 5.5 32.3 2.2 1.1 0.1 0.4 0.6 9.1 11.6 1.6 3.6 1.0 1.3 0.1 0.5 0.1 2.1 5.5 40.9 100.0 % (1) Includes rental revenue for all retail properties owned by Realty Income at December 31, 2013, including revenue from properties reclassified as discontinued operations of $279. Excludes revenue of $46,280 from non-retail properties and $23 from properties owned by Crest. 68 Lease Expirations The following table sets forth certain information regarding Realty Income's property portfolio regarding the timing of the lease term expirations (excluding rights to extend a lease at the option of the tenant) on our 3,807 net leased, single-tenant properties as of December 31, 2013 (dollars in thousands): Total Portfolio Initial Expirations(3) Subsequent Expirations(4) Rental Revenue for the Quarter Ended Dec 31, % of Total Rental Number of Leases 2013 (2) Revenue Expiring Rental Revenue for the Quarter Ended Dec 31, % of Total Rental Number of Leases Rental Revenue for the Quarter Ended Dec 31, % of Total Rental 2013 Revenue Expiring 2013 Revenue Number Approx. of Leases Leasable Expiring (1) Sq. Feet Year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 - 2043 157 174 200 177 278 193 110 189 224 355 140 288 231 443 283 365 1,116,500 961,500 1,214,900 2,038,400 3,621,900 3,017,500 3,404,600 5,314,200 7,270,400 6,133,200 2,105,200 3,734,800 3,396,200 4,177,700 5,758,000 $ 4,005 4,111 4,618 6,058 11,276 10,496 8,844 13,616 14,508 19,731 7,016 16,633 12,133 14,591 15,911 7,951,300 38,832 2.0 % 2.0 2.3 3.0 5.6 5.1 4.4 6.7 7.2 9.7 3.5 8.3 6.0 7.2 7.8 19.2 $ 1,960 56 1,808 67 2,807 121 3,052 46 7,920 162 9,599 161 8,468 99 13,105 181 14,273 216 19,076 342 7,016 140 16,510 283 12,049 228 14,551 441 15,858 281 358 38,652 1.0 % 0.9 1.4 1.5 3.9 4.7 4.2 6.4 7.1 9.4 3.5 8.2 6.0 7.2 7.8 19.1 101 107 79 131 116 32 11 8 8 13 - 5 3 2 2 7 $ 2,045 2,303 1,811 3,006 3,356 897 376 511 235 655 - 123 84 40 53 180 1.0 % 1.1 0.9 1.5 1.7 0.4 0.2 0.3 0.1 0.3 - 0.1 * * * 0.1 Totals 3,807 61,216,300 $ 202,379 100.0 % 3,182 $ 186,704 92.3 % 625 $ 15,675 7.7 % * Less than 0.1% (1) Excludes 19 multi-tenant properties and 70 vacant unleased properties, one of which is a multi-tenant property. The lease expirations for properties under construction are based on the estimated date of completion of those properties. (2) Includes rental revenue of $279 from properties reclassified as discontinued operations and excludes revenue of $2,705 from 19 multi- tenant properties and from 70 vacant and unleased properties at December 31, 2013. Excludes revenue of $23 from properties owned by Crest. (3) Represents leases to the initial tenant of the property that are expiring for the first time. (4) Represents lease expirations on properties in the portfolio, which have previously been renewed, extended or re-tenanted. 69 Geographic Diversification The following table sets forth certain state-by-state information regarding Realty Income's property portfolio as of December 31, 2013 (dollars in thousands): State Alabama Alaska Arizona Arkansas California Colorado Connecticut Delaware Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming Puerto Rico Number of Properties 104 2 110 36 161 69 22 16 279 209 -- 13 155 100 35 76 45 75 9 32 82 103 155 96 122 2 30 22 18 62 24 81 129 7 200 112 24 147 3 127 11 156 393 13 6 127 38 12 39 3 4 Percent Leased 97 % 100 96 94 99 99 95 100 99 97 -- 100 100 98 97 99 98 97 100 100 96 98 100 97 98 50 100 100 100 98 100 95 99 100 98 100 100 99 100 98 100 97 98 100 100 97 100 100 95 100 100 Approximate Leasable Rental Revenue for the Quarter Ended Square Feet December 31, 2013 (1) 2,846 $ 307 5,510 1,180 22,672 2,969 2,071 418 12,029 8,368 -- 456 12,244 4,954 3,301 3,370 2,920 2,456 837 3,711 3,205 3,229 7,416 3,177 7,343 13 1,296 1,279 1,224 2,608 589 10,153 4,795 138 11,294 3,601 1,620 6,957 107 4,140 244 5,145 19,493 1,326 522 6,465 1,609 883 2,382 63 149 791,800 128,500 1,187,400 619,200 4,705,200 792,100 462,100 29,500 2,951,000 2,689,400 -- 91,800 4,215,700 1,055,400 2,751,700 1,583,300 808,700 836,700 126,400 654,100 728,200 938,600 1,153,300 1,307,200 2,307,000 30,000 660,200 413,000 290,900 452,700 184,600 2,007,900 1,259,300 66,000 4,795,700 1,467,200 455,200 1,745,400 21,300 897,500 133,500 2,653,200 6,760,200 749,000 100,700 2,531,900 415,300 261,200 1,329,300 21,100 28,300 Percentage of Rental Revenue 1.4 % 0.1 2.7 0.6 11.1 1.4 1.0 0.2 5.9 4.1 -- 0.2 6.0 2.4 1.6 1.6 1.4 1.2 0.4 1.8 1.6 1.6 3.6 1.5 3.6 * 0.6 0.6 0.6 1.3 0.3 5.0 2.3 0.1 5.5 1.8 0.8 3.4 * 2.0 0.1 2.5 9.5 0.6 0.3 3.2 0.8 0.4 1.2 * 0.1 Totals\Average 3,896 98 % 62,644,900 $ 205,084 100.0 % * Less than 0.1% (1) Includes rental revenue for all properties owned by Realty Income at December 31, 2013, including revenue from properties reclassified as discontinued operations of $279. Excludes revenue of $23 from properties owned by Crest. 70 REALTY INCOME CORPORATION AND SUBSIDIARIES Forward-Looking Statements This annual report on Form 10-K, including the documents incorporated by reference herein, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in this annual report, the words "estimated", "anticipated", "expect", "believe", "intend" and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of strategy, plans, or intentions of management. Forward-looking statements are subject to risks, uncertainties, and assumptions about Realty Income Corporation, including, among other things:  Our anticipated growth strategies;  Our intention to acquire additional properties and the timing of these acquisitions;  Our intention to sell properties and the timing of these property sales;  Our intention to re-lease vacant properties;  Anticipated trends in our business, including trends in the market for long-term net leases of freestanding, single-tenant properties; and  Future expenditures for development projects. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. In particular, some of the factors that could cause actual results to differ materially are:  Our continued qualification as a real estate investment trust;  General business and economic conditions;  Competition;  Fluctuating interest rates;  Access to debt and equity capital markets;  Continued volatility and uncertainty in the credit markets and broader financial markets;  Other risks inherent in the real estate business including tenant defaults, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters; Impairments in the value of our real estate assets;   Changes in the tax laws of the United States of America;  The outcome of any legal proceedings to which we are a party or which may occur in the future; and  Acts of terrorism and war. Additional factors that may cause risks and uncertainties include those discussed in the sections entitled "Business", "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this annual report. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that this annual report was filed with the SEC. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, the forward-looking events discussed in this annual report might not occur. 71 REALTY INCOME CORPORATION AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations GENERAL Realty Income, The Monthly Dividend Company®, is a publicly traded real estate company with the primary business objective of generating dependable monthly cash dividends from a consistent and predictable level of cash flow from operations. Our monthly dividends are supported by the cash flow from our portfolio of properties leased to commercial tenants. We have in-house acquisition, leasing, legal, credit research, real estate research, portfolio management and capital markets expertise. Over the past 45 years, Realty Income and its predecessors have been acquiring and owning freestanding commercial properties that generate rental revenue under long-term lease agreements. Realty Income was founded in 1969, and in 1994 was listed upon the NYSE. We elected to be taxed as a real estate investment trust, or REIT, requiring us to distribute dividends to our stockholders aggregating at least 90% of our taxable income (excluding net capital gains). We seek to increase distributions to stockholders and funds from operations, or FFO, per share through both active portfolio management and the acquisition of additional properties. At December 31, 2013, we owned a diversified portfolio:  Of 3,896 properties;  With an occupancy rate of 98.2%, or 3,826 properties leased and 70 properties available for lease;  Leased to 205 different commercial tenants doing business in 47 separate industries;  Located in 49 states and Puerto Rico;  With over 62.6 million square feet of leasable space; and  With an average leasable space per property of approximately 16,100 square feet, including approximately 10,600 square feet per retail property. Of the 3,896 properties in the portfolio, 3,876, or 99.5%, are single-tenant properties, and the remaining are multi-tenant properties. At December 31, 2013, of the 3,876 single-tenant properties, 3,807 were leased with a weighted average remaining lease term (excluding rights to extend a lease at the option of the tenant) of approximately 10.8 years. LIQUIDITY AND CAPITAL RESOURCES Capital Philosophy Historically, we have met our long-term capital needs by issuing common stock, preferred stock and long- term unsecured notes and bonds. Over the long term, we believe that common stock should be the majority of our capital structure. However, we may issue additional preferred stock or debt securities. We may issue common stock when we believe that our share price is at a level that allows for the proceeds of any offering to be accretively invested into additional properties. In addition, we may issue common stock to permanently finance properties that were financed by our credit facility or debt securities. However, we cannot assure you that we will have access to the capital markets at times and at terms that are acceptable to us. Our primary cash obligations, for the current year and subsequent years, are included in the “Table of Obligations,” which is presented later in this section. We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs and cash distributions to common and preferred stockholders, primarily through cash provided by operating activities, borrowing on our $1.5 billion credit facility and periodically through public securities offerings. 72 Conservative Capital Structure We believe that our stockholders are best served by a conservative capital structure. Therefore, we seek to maintain a conservative debt level on our balance sheet and solid interest and fixed charge coverage ratios. At December 31, 2013, our total outstanding borrowings of senior unsecured notes and bonds, term loan, mortgages payable and credit facility borrowings were $4.18 billion, or approximately 33.2% of our total market capitalization of $12.59 billion. We define our total market capitalization at December 31, 2013 as the sum of:  Shares of our common stock outstanding of 207,485,073, plus total common units of 851,568, multiplied by the closing sales price of our common stock on the NYSE of $37.33 per share on December 31, 2013, or $7.78 billion;  Aggregate liquidation value (par value of $25.00 per share) of the Class E preferred stock of $220.0 million;  Aggregate liquidation value (par value of $25.00 per share) of the Class F preferred stock of $408.8 million;  Outstanding borrowings of $128.0 million on our credit facility;  Outstanding mortgages payable of $783.4 million, which includes net mortgage premiums of $28.9 million;  Outstanding borrowings of $70.0 million on our term loan; and  Outstanding senior unsecured notes and bonds of $3.2 billion, excluding unamortized original issuance discounts of $14.5 million. Mortgage Debt As of December 31, 2013, we had $754.5 million of mortgages payable, all of which were assumed in connection with our property acquisitions. Included in this amount is $514.4 million of mortgages payable assumed in connection with the ARCT acquisition. Additionally, at December 31, 2013, we had net premiums totaling $28.9 million on these mortgages, of which $16.2 million is in connection with the ARCT acquisition. We expect to pay off the mortgages payable as soon as prepayment penalties have declined to a level that will make it economically feasible to do so. We intend to continue to primarily identify property acquisitions that are free from mortgage indebtedness. During 2013, we made $41.4 million of principal payments, which includes $11.7 million to pay off one mortgage in August 2013 and $23.1 million to pay off three mortgages in December 2013. Term Loan In January 2013, in conjunction with our acquisition of ARCT, we entered into a $70 million senior unsecured term loan maturing in January 2018. Borrowing under the term loan bears interest at LIBOR, plus 1.20%. In conjunction with this term loan, we also acquired an interest rate swap which essentially fixes our per annum interest rate on the term loan at 2.15%. $1.5 Billion Acquisition Credit Facility In October 2013, we increased our unsecured acquisition credit facility from $1.0 billion to $1.5 billion. The initial term of the credit facility expires in May 2016 and includes, at our election, a one-year extension option. Under this credit facility, our current investment grade credit ratings provide for financing at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 1.075% with a facility commitment fee of 0.175%, for all-in drawn pricing of 1.25% over LIBOR. The borrowing rate is not subject to an interest rate floor or ceiling. We also have other interest rate options available to us under this credit facility. Our credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation. 73 At December 31, 2013, we had a borrowing capacity of $1.372 billion available on our credit facility (subject to customary conditions to borrowing) and an outstanding balance of $128.0 million. The interest rate on borrowings outstanding under our credit facility, at December 31, 2013, was 1.2% per annum. We must comply with various financial and other covenants in our credit facility. At December 31, 2013, we remain in compliance with these covenants. We expect to use our credit facility to acquire additional properties and for other corporate purposes. Any additional borrowings will increase our exposure to interest rate risk. We regularly review our credit facility and may seek to extend or replace our credit facility, to the extent we deem appropriate. At February 12, 2014, we had an outstanding balance on our credit facility of $583.0 million. We generally use our credit facility for the short-term financing of new property acquisitions. Thereafter, when capital is available on acceptable terms, we generally seek to refinance those borrowings with the net proceeds of long-term or permanent financing, which may include the issuance of common stock, preferred stock or debt securities. We cannot assure you, however, that we will be able to obtain any such refinancing, or that market conditions prevailing at the time of the refinancing will enable us to issue equity or debt securities upon acceptable terms. Notes Outstanding As of December 31, 2013, we had $3.2 billion of senior unsecured note and bond obligations, excluding unamortized original issuance discounts of $14.5 million. All of our outstanding notes and bonds have fixed interest rates. Interest on all of our senior note and bond obligations is paid semiannually. In July 2013, we issued $750 million of 4.65% senior unsecured notes due August 2023, or the 2023 Notes. The price to the investors for the 2023 Notes was 99.775% of the principal amount for an effective yield of 4.678% per annum. The total net proceeds of approximately $741.4 million from this offering was used to repay all outstanding borrowings under our acquisition credit facility, and the remaining proceeds were used for other general corporate purposes and working capital, including additional property acquisitions. In March 2013, we repaid the $100 million of outstanding 5.375% notes, plus accrued and unpaid interest, using proceeds from our March 2013 common stock offering and our credit facility. Cash Reserves We are organized to operate as an equity REIT that acquires and leases properties and distributes to stockholders, in the form of monthly cash distributions, a substantial portion of our net cash flow generated from leases on our properties. We intend to retain an appropriate amount of cash as working capital. At December 31, 2013, we had cash and cash equivalents totaling $10.3 million. We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing capacity is sufficient to meet our liquidity needs for the next twelve months. We intend, however, to use permanent or long-term capital to fund property acquisitions and to repay future borrowings under our credit facility. Acquisitions During 2013 During 2013, Realty Income invested $1.51 billion in 459 new properties and properties under development or expansion (in addition to our acquisition of ARCT, which is discussed in more detail below), with an initial weighted average contractual lease rate of 7.1%. The 459 new properties and properties under development or expansion, are located in 40 states, will contain approximately 9.0 million leasable square feet, and are 100% leased with a weighted average lease term of 14.0 years. The tenants occupying the new properties operate in 23 industries and the property types consist of 83.8% retail, 9.2% office, 4.9% industrial and distribution, and 2.1% manufacturing, based on rental revenue. These investments are in addition to the $3.2 billion acquisition of 515 properties of American Realty Capital Trust, Inc., or ARCT, which were added to our real estate portfolio during the first quarter of 2013. Our combined total investment in real estate assets during 2013 was $4.67 billion in 974 new 74 properties and properties under development or expansion. During 2013, none of our real estate investments caused any one tenant to be 10% or more of our total assets at December 31, 2013. Additionally, in September 2013, we purchased a property for $45.4 million in San Diego, California, which will serve as our new corporate headquarters. We plan on relocating to this facility during the second half of 2014. In conjunction with our acquisition of ARCT, each outstanding share of ARCT common stock was converted into the right to receive a combination of: (i) $0.35 in cash and (ii) 0.2874 shares of our common stock, resulting in the issuance of a total of approximately 45.6 million shares of our common stock to ARCT shareholders, valued at a per share amount of $44.04, which was the closing sale price of our common stock on January 22, 2013. In connection with the closing of this acquisition, we terminated and repaid the amounts then outstanding of approximately $552.9 million under ARCT’s revolving credit facility and term loan. In connection with our acquisition of ARCT, we assumed approximately $516.3 million of mortgages payable. We incurred merger costs of $13.0 million and $7.9 million, respectively, in 2013 and 2012. The total merger costs were approximately $21 million. The acquisition of ARCT provided benefits to Realty Income, including accretion to net earnings, growth in the size of our real estate portfolio, diversification of industries and property type, and increase in the percentage of investment grade tenants. The 515 properties added to our real estate portfolio as a result of the ARCT acquisition, are located in 44 states and Puerto Rico, contain over 16.0 million leasable square feet and are 100% leased with a weighted average lease term of 12.2 years. The 69 tenants, occupying the 515 properties acquired, operate in 28 industries and the property types consist of 54.0% retail, 32.6% industrial and distribution, and 13.4% office, based on rental revenue. The estimated initial weighted average contractual lease rate for a property is generally computed as estimated contractual net operating income, which, in the case of a net leased property, is equal to the aggregate base rent under the lease for the first full year of each lease, divided by the total cost of the property. Since it is possible that a tenant could default on the payment of contractual rent, we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above. In the case of a property under development or expansion, the estimated initial weighted average contractual lease rate is computed as follows: estimated net operating income (which is calculated by multiplying the capitalization rate determined by the lease by our projected total investment in the property, including land, construction and capitalized interest costs) for the first full year of each lease, divided by such projected total investment in the property. Of the $4.67 billion we invested during 2013, excluding the new corporate headquarters, $39.6 million was invested in 21 properties under development or expansion, with an estimated initial weighted average contractual lease rate of 8.5%. We may continue to pursue development or expansion opportunities under similar arrangements in the future. John P. Case Appointed Chief Executive Officer (CEO) In September 2013, we announced that our Board of Directors appointed John P. Case as CEO of the company. Mr. Case, who had previously served as President and Chief Investment Officer, succeeded Tom A. Lewis, who retired as our CEO. Mr. Lewis had been our CEO since 1997. Mr. Case is only the third CEO in Realty Income’s 45-year history. 75 Portfolio Discussion Leasing Results At December 31, 2013, we had 70 properties available for lease out of 3,896 properties in our portfolio, which represents a 98.2% occupancy rate. Since December 31, 2012, when we reported 84 properties available for lease and a 97.2% occupancy rate, we:  Leased 27 properties;  Sold 19 properties available for lease; and  Have 32 new properties available for lease. During 2013, 136 properties with expiring leases were leased to either existing or new tenants. The annual rent on these leases was $16.1 million, as compared to the previous rent on these same properties of $16.0 million. At December 31, 2013, our average annualized rental revenue per square foot was approximately $13.21 per square foot on the 3,807 leased properties in our portfolio. At December 31, 2013, we classified 12 properties with a carrying amount of $12.0 million as held for sale on our balance sheet. Investments in Existing Properties In 2013, we capitalized costs of $8.5 million on existing properties in our portfolio, consisting of $1.3 million for re-leasing costs and $7.2 million for building and tenant improvements. In 2012, we capitalized costs of $6.6 million on existing properties in our portfolio, consisting of $1.62 million for re- leasing costs and $4.93 million for building improvements. As part of our re-leasing costs, we pay leasing commissions and sometimes provide tenant rent concessions. Leasing commissions are paid based on the commercial real estate industry standard and any rent concessions provided are minimal. We do not consider the collective impact of the leasing commissions or tenant rent concessions to be material to our financial position or results of operations. The majority of our building and tenant improvements are related to roof repairs, HVAC improvements, and parking lot resurfacing and replacements. It is not customary for us to offer significant tenant improvements on our properties as tenant incentives. The amounts of our capital expenditures can vary significantly, depending on the rental market, credit worthiness, and the willingness of tenants to pay higher rents over the terms of the leases. Impact of Real Estate and Credit Markets In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain periods, the U.S. credit markets have experienced significant price volatility, dislocations and liquidity disruptions, which may impact our access to and cost of capital. We continually monitor the commercial real estate and U.S. credit markets carefully and, if required, make decisions to adjust our business strategy accordingly. See our discussion of "Risk Factors" in this annual report. Increases in Monthly Dividends to Common Stockholders We have continued our 45-year policy of paying monthly dividends. In addition, we increased the dividend five times during 2013. 2013 Dividend increases 1st increase 2nd increase 3rd increase 4th increase 5th increase Month Paid Jan 2013 Feb 2013 Apr 2013 Jul 2013 Oct 2013 Dividend per share Increase per share $ 0.1517500 $ 0.0003125 0.1809167 0.0291667 0.1812292 0.0003125 0.1815417 0.0003125 0.1818542 0.0003125 76 The dividends paid per share during 2013 as compared to 2012 increased 21.2%, which is the largest annual increase in the company’s history. The 2013 dividends paid per share totaled $2.1474587 as compared to $1.7716250 in 2012, an increase of $0.3758337. In December 2013, we declared an increased dividend of $0.1821667 per share, which was paid in January 2014. The increase in January 2014 was our 65th consecutive quarterly increase and the 74th increase in the amount of the dividend since our listing on the NYSE in 1994. In January 2014 and February 2014, we declared dividends of $0.1821667 per share, which will be paid in February 2014 and March 2014, respectively. The monthly dividend of $0.1821667 per share represents a current annualized dividend of $2.186 per share, and an annualized dividend yield of approximately 5.9% based on the last reported sale price of our common stock on the NYSE of $37.33 on December 31, 2013. Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period. Universal Shelf Registration In February 2013, we filed a shelf registration statement with the SEC, which is effective for a term of three years and will expire in February 2016. This replaces our prior shelf registration statement. In accordance with SEC rules, the amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit. The securities covered by this registration statement include (1) common stock, (2) preferred stock, (3) debt securities, (4) depositary shares representing fractional interests in shares of preferred stock, (5) warrants to purchase debt securities, common stock, preferred stock or depositary shares, and (6) any combination of these securities. We may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if the securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. Accelerated Stock Vesting The Compensation Committee of our Board of Directors approved, effective July 1, 2013, the accelerated vesting of each restricted stock award that had originally been granted with ten-year vesting to five years. On July 1, 2013, 212,827 restricted shares vested as a result of this acceleration, resulting in additional compensation expense of $3.7 million during 2013. Issuance of Common Stock In October 2013, we issued 9,775,000 shares of common stock at a price of $40.63 per share, including 1,275,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares. After underwriting discounts and other estimated offering costs of $18.7 million, the net proceeds of approximately $378.5 million were used to repay a portion of the borrowings under our acquisition credit facility, which were used to fund property acquisitions. In March 2013, we issued 17,250,000 shares of common stock at a price of $45.90 per share. After underwriting discounts and other offering costs of $36.7 million, the net proceeds of $755.1 million were used to redeem our 5.375% notes in March 2013 and repay borrowings under our acquisition credit facility, which were used to fund property acquisitions, including our acquisition of ARCT. In connection with our January 2013 acquisition of ARCT, we issued a total of 45,573,144 shares of our common stock to ARCT shareholders and redeemed 208,709 shares of our common stock that were previously held by ARCT. 77 Dividend Reinvestment and Stock Purchase Plan In March 2011, we established a Dividend Reinvestment and Stock Purchase Plan, or the DRSPP, to provide our common stockholders, as well as new investors, with a convenient and economical method of purchasing our common stock and reinvesting their distributions. The DRSPP also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions. The DRSPP authorizes up to 6,000,000 common shares to be issued. During 2013, we issued 1,449,139 shares and raised approximately $55.6 million under the DRSPP. Noncontrolling Interests As consideration for two separate acquisitions during 2013, partnership units of Tau Operating Partnership, L.P. and Realty Income, L.P. were issued to third parties. These units (discussed in the following paragraphs below) do not have voting rights, are entitled to monthly distributions equal to the amount paid to our common stockholders, and are redeemable in cash or our common stock, at our option and at a conversion ratio of one to one, subject to certain exceptions. As the general partner for each of these partnerships, we have operating and financial control over these entities, consolidate them in our financial statements, and record the partnership units held by third parties as noncontrolling interests. Issuance of Common and Preferred Partnership Units In connection with our acquisition of ARCT in January 2013, we issued 317,022 common partnership units and 6,750 preferred partnership units. These common units are entitled to monthly distributions equivalent to the per common share amounts paid to the common stockholders of Realty Income. The preferred units have a par value of $1,000, and are entitled to monthly payments at a rate of 2% per annum, or $135,000 per year. In June 2013, we issued 534,546 common partnership units of Realty Income, L.P. These common units are entitled to monthly distributions equivalent to the per common share amount paid to the common stockholders of Realty Income. Credit Agency Ratings The borrowing interest rates under our credit facility are based upon our ratings assigned by credit rating agencies. We are currently assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds: Fitch Ratings has assigned a rating of BBB+ with a “stable” outlook, Moody’s Investors Service has assigned a rating of Baa1 with a “stable” outlook, and Standard & Poor’s Ratings Group has assigned a rating of BBB+ with a “stable” outlook. Based on our current ratings, the credit facility interest rate is LIBOR plus 1.075% with a facility commitment fee of 0.175%, for all-in drawn pricing of 1.25% over LIBOR. The credit facility provides that the interest rate can range between: (i) LIBOR plus 1.85% if our credit facility is lower than BBB-/Baa3 and (ii) LIBOR plus 1.00% if our credit rating is A-/A3 or higher. In addition, our credit facility provides for a facility commitment fee based on our credit ratings, which range from: (i) 0.45% for a rating lower than BBB-/Baa3, and (ii) 0.15% for a credit rating of A-/A3 or higher. We also issue senior debt securities and our credit ratings can impact the interest rates charged in those transactions. In addition, if our credit ratings or ratings outlook change, our cost to obtain debt financing could increase or decrease. The credit ratings assigned to us could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies and we cannot assure you that our ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, a rating is not a recommendation to buy, sell or hold our debt securities, preferred stock or common stock. 78 Notes Outstanding Our senior unsecured note and bond obligations consist of the following as of December 31, 2013, sorted by maturity date (dollars in millions): 5.5% notes, issued in November 2003 and due in November 2015 5.95% notes, issued in September 2006 and due in September 2016 5.375% notes, issued in September 2005 and due in September 2017 2.0% notes, issued in October 2012 and due in January 2018 6.75% notes, issued in September 2007 and due in August 2019 5.75% notes, issued in June 2010 and due in January 2021 3.25% notes, issued in October 2012 and due in October 2022 4.65% notes, issued in July 2013 and due in August 2023 5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035 Total principal amount Unamortized original issuance discounts $ $ 150 275 175 350 550 250 450 750 250 3,200 (15 ) 3,185 All of our outstanding notes and bonds have fixed interest rates. Interest on all of our senior note and bond obligations is paid semiannually. All of these notes and bonds contain various covenants. At December 31, 2013, we remain in compliance with these covenants. The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated per the terms of our notes. These calculations, which are not based on U.S. GAAP measurements, are presented to investors to show our ability to incur additional debt under the terms of our notes only and are not measures of our liquidity or performance. The actual amounts as of December 31, 2013 are: Note Covenants Limitation on incurrence of total debt Limitation on incurrence of secured debt Debt service coverage (trailing 12 months)(1) Maintenance of total unencumbered assets Required ≤ 60% of adjusted assets ≤ 40% of adjusted assets ≥ 1.5 x ≥ 150% of unsecured debt Actual 41.5% 7.8% 3.6 x 251.9% (1) This covenant is calculated on a pro forma basis for the preceding four-quarter period on the assumption that: (i) the incurrence of any Debt (as defined in the covenants) incurred by us since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period), (ii) the repayment or retirement of any of our Debt since the first day of such four-quarter period, and (iii) any acquisition or disposition by us of any asset or group since the first day of such four-quarters had in each case occurred on January 1, 2013, and subject to certain additional adjustments. Such pro forma ratio has been prepared on the basis required by that debt service covenant, reflects various estimates and assumptions and is subject to other uncertainties, and therefore does not purport to reflect what our actual debt service coverage ratio would have been had transactions referred to in clauses (i), (ii) and (iii) of the preceding sentence occurred as of January 1, 2013, nor does it purport to reflect our debt service coverage ratio for any future period. The following is our calculation of debt service coverage at December 31, 2013 (in thousands, for trailing twelve months): Net income attributable to the Company Plus: interest expense Plus: provision for taxes Plus: depreciation and amortization Plus: provisions for impairment Plus: pro forma adjustments Less: gain on sales of investment properties Income available for debt service, as defined Total pro forma debt service charge Debt service coverage ratio $ $ $ 245,564 174,007 1,808 308,394 3,028 59,625 (64,743 ) 727,683 201,848 3.6 79 Fixed Charge Coverage Ratio Fixed charge coverage ratio is calculated in exactly the same manner as the debt service coverage ratio, except that preferred stock dividends are also added to the denominator. Similar to debt service coverage ratio, we consider fixed charge coverage ratio to be an appropriate supplemental measure of a company’s ability to make its interest and preferred stock dividend payments. Our calculations of both debt service and fixed charge coverage ratios may be different from the calculations used by other companies and, therefore, comparability may be limited. The presentation of debt service and fixed charge coverage ratios should not be considered as alternatives to any U.S. generally accepted accounting principles, or GAAP, operating performance measures. Below is our calculation of fixed charges at December 31, 2013 (in thousands, for trailing twelve months): Income available for debt service, as defined Pro forma debt service charge plus preferred stock dividends Fixed charge coverage ratio $ $ 727,683 243,778 3.0 Table of Obligations The following table summarizes the maturity of each of our obligations as of December 31, 2013 (dollars in millions): $ Year of Maturity 2014 2015 2016 2017 2018 Thereafter Credit Facility (1) - $ - 128.0 - - - $ Notes and Bonds (2) - 150.0 275.0 175.0 350.0 2,250.0 $ Mortgages Term Loan Payable (3) 49.9 125.5 248.5 133.0 15.0 182.6 - - - - 70.0 - Interest (4) $ 199.5 193.6 167.9 145.2 127.0 539.2 $ Ground Leases Paid by Our Ground Leases Paid by Realty Income (5) Tenants (6) Other (7) 25.4 - - - - - 12.6 12.7 12.7 12.8 12.8 144.5 1.0 1.0 1.0 1.0 1.0 9.4 $ $ Totals $ 288.4 482.8 833.1 467.0 575.8 3,125.7 Totals $ 128.0 $ 3,200.0 $ 70.0 $ 754.5 $ 1,372.4 $ 14.4 $ 208.1 $ 25.4 $ 5,772.8 (1) The initial term of the credit facility expires in May 2016 and includes, at our option, a one-year extension. (2) Excludes non-cash original issuance discounts recorded on the notes payable. The unamortized balance of the original issuance discounts at December 31, 2013, is $14.5 million. (3) Excludes non-cash net premiums recorded on the mortgages payable. The unamortized balance of these net premiums at December 31, 2013, is $28.9 million. (4) Interest on the term loan, notes, bonds, mortgages payable, and credit facility has been calculated based on outstanding balances as of December 31, 2013 through their respective maturity dates. (5) Realty Income currently pays the ground lessors directly for the rent under the ground leases. (6) Our tenants, who are generally sub-tenants under ground leases, are responsible for paying the rent under these ground leases. In the event a tenant fails to pay the ground lease rent, we are primarily responsible. (7) “Other” consists of $23.7 million of commitments under construction contracts and $1.7 million of contingent payments for tenant improvements and leasing costs. Our credit facility and notes payable obligations are unsecured. Accordingly, we have not pledged any assets as collateral for these obligations. Preferred Stock and Preferred Units Outstanding In 2006, we issued 8.8 million shares of Class E preferred stock. Beginning December 7, 2011, shares of Class E preferred stock were redeemable at our option for $25.00 per share, plus any accrued and unpaid dividends. Dividends on shares of Class E preferred stock are paid monthly in arrears. In February 2012, we issued 14.95 million shares of our Class F preferred stock at $25.00 per share. In April 2012, we issued an additional 1.4 million shares of Class F preferred stock at $25.2863 per share. Beginning February 15, 2017, shares of our Class F preferred stock are redeemable at our option for $25.00 per share, plus any accrued and unpaid dividends. Dividends on the shares of our Class F preferred stock are paid monthly in arrears. 80 We are current on our obligations to pay dividends on our Class E and Class F preferred stock. As part of our acquisition of ARCT in January 2013, we issued 6,750 partnership units. Payments on these preferred units are made monthly in arrears at rate of 2% per annum, or $135,000 per year, and are included in interest expense. No Unconsolidated Investments We have no unconsolidated investments, nor do we engage in trading activities involving energy or commodity contracts. RESULTS OF OPERATIONS Critical Accounting Policies Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and are the basis for our discussion and analysis of financial condition and results of operations. Preparing our consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. We believe that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in note 2 to our consolidated financial statements. In order to prepare our consolidated financial statements according to the rules and guidelines set forth by GAAP, many subjective judgments must be made with regard to critical accounting policies. One of these judgments is our estimate for useful lives in determining depreciation expense for our properties. Depreciation on a majority of our buildings and improvements is computed using the straight-line method over an estimated useful life of 25 to 35 years for buildings and 4 to 15 years for improvements. If we use a shorter or longer estimated useful life, it could have a material impact on our results of operations. We believe that 25 to 35 years is an appropriate estimate of useful life. Management must make significant assumptions in determining the fair value of assets acquired and liabilities assumed. When acquiring a property for investment purposes, we typically allocate the fair value of real estate acquired to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their estimated fair values. Intangible assets and liabilities consist of above-market or below-market lease value of in-place leases, the value of in-place leases, and tenant relationships, as applicable. In an acquisition of multiple properties, we must also allocate the purchase price among the properties. The allocation of the purchase price is based on our assessment of estimated fair value and is often based upon the expected future cash flows of the property and various characteristics of the markets where the property is located. In addition, any assumed mortgages receivable or payable and any assumed or issued noncontrolling interests are recorded at their estimated fair values. The estimated fair values of our mortgages payable have been calculated by discounting the future cash flows using applicable interest rates that have been adjusted for factors, such as industry type, tenant investment grade, maturity date, and comparable borrowings for similar assets. The initial allocation of the purchase price is based on management’s preliminary assessment, which may differ when final information becomes available. Subsequent adjustments made to the initial purchase price allocation are made within the allocation period, which typically does not exceed one year. The use of different assumptions in the allocation of the purchase price of the acquired properties and liabilities assumed could affect the timing of recognition of the related revenue and expenses. 81 Another significant judgment must be made as to if, and when, impairment losses should be taken on our properties when events or a change in circumstances indicate that the carrying amount of the asset may not be recoverable. A provision is made for impairment if estimated future operating cash flows (undiscounted and without interest charges) plus estimated disposition proceeds (undiscounted) are less than the current book value of the property. Key inputs that we estimate in this analysis include projected rental rates, estimated holding periods, capital expenditures, and property sales capitalization rates. If a property is held for sale, it is carried at the lower of carrying cost or estimated fair value, less estimated cost to sell. The carrying value of our real estate is the largest component of our consolidated balance sheet. Our strategy of primarily holding properties, long-term, directly decreases the likelihood of their carrying values not being recoverable, thus requiring the recognition of an impairment. However, if our strategy, or one or more of the above assumptions were to change in the future, an impairment may need to be recognized. If events should occur that require us to reduce the carrying value of our real estate by recording provisions for impairment, they could have a material impact on our results of operations. The following is a comparison of our results of operations for the years ended December 31, 2013, 2012 and 2011. Rental Revenue Rental revenue was $747.6 million for 2013 versus $466.5 million for 2012, an increase of $281.1 million, or 60.3%. Rental revenue was $401.0 million in 2011. The increase in rental revenue in 2013 compared to 2012 is primarily attributable to:  The 958 properties (25.0 million square feet) acquired by Realty Income in 2013, which generated $213.1 million of rent in 2013;  The 423 properties (10.5 million square feet) acquired by Realty Income in 2012, which generated $81.1 million of rent in 2013 compared to $22.7 million in 2012, an increase of $58.4 million;  Same store rents generated on 2,338 properties (25.3 million square feet) during the entire years of 2013 and 2012, increased by $6.2 million, or 1.4%, to $435.2 million from $429.0 million;  A net increase of $1.8 million relating to the aggregate of (i) rental revenue from properties (132 properties comprising 1.1 million square feet) that were available for lease during part of 2013 or 2012, (ii) rental revenue for six properties under development, (iii) rental revenue for 29 properties re-leased primarily with rent-free periods, and (iv) lease termination settlements which, in aggregate, totaled $12.56 million in 2013 compared to $10.74 million in 2012; and  A net increase in straight-line rent and other non-cash adjustments to rent of $1.7 million in 2013 as compared to 2012. For purposes of determining the same store rent property pool, we include all properties that were owned for the entire year-to-date period, for both the current and prior year except for properties during the current or prior year that; (i) were available for lease at any time, (ii) were under development, (iii) we have made an additional investment in, (iv) were involved in eminent domain and rent was reduced, and (v) were re-leased with rent-free periods. Each of the exclusions from the same store pool is separately addressed within the applicable sentences above explaining the changes in rental revenue for the period. Of the 3,896 properties in the portfolio at December 31, 2013, 3,876, or 99.5%, are single-tenant properties and the remaining twenty are multi-tenant properties. Of the 3,876 single-tenant properties, 3,807, or 98.2%, were net leased with a weighted average remaining lease term (excluding rights to extend a lease at the option of the tenant) of approximately 10.8 years at December 31, 2013. Of our 3,807 leased single-tenant properties, 3,419 or 89.8% were under leases that provide for increases in rents through:  Primarily base rent increases tied to a consumer price index (typically subject to ceilings);  Percentage rent based on a percentage of the tenants' gross sales;  Fixed increases; or  A combination of two or more of the above rent provisions. 82 Percentage rent, which is included in rental revenue, was $2.8 million in 2013, $1.9 million in 2012 and $1.3 million in 2011 (excluding percentage rent reclassified to discontinued operations of $115,000 in 2013, $163,000 in 2012 and $70,000 in 2011). Percentage rent in 2013 was less than 1% of rental revenue and we anticipate percentage rent to be less than 1% of rental revenue in 2014. Our portfolio of real estate, leased primarily to regional and national commercial tenants under net leases, continues to perform well and provides dependable lease revenue supporting the payment of monthly dividends to our stockholders. At December 31, 2013, our portfolio of 3,896 properties was 98.2% leased with 70 properties available for lease as compared to 97.2% occupancy, or 84 properties available for lease at December 31, 2012. It has been our experience that approximately 2% to 4% of our property portfolio will be unleased at any given time; however, it is possible that the number of properties available for lease could exceed these levels in the future. Tenant Reimbursements Contractually obligated reimbursements from tenants for recoverable real estate taxes and operating expenses were $24.9 million in 2013, compared to $14.6 million in 2012 and $9.8 million in 2011. The increase in tenant reimbursements from 2012 to 2013 is primarily due to our 2012 and 2013 acquisitions, including our acquisition of ARCT. Our tenant reimbursements match our reimbursable property expenses for any given period. Other Revenue Other revenue, which comprises property-related revenue not included in rental revenue or tenant reimbursements, was $5.9 million in 2013, compared to $1.7 million in 2012 and $1.6 million in 2011. Depreciation and Amortization Depreciation and amortization was $306.6 million in 2013, compared to $147.3 million in 2012 and $116.5 million in 2011. The increases in depreciation and amortization in 2013 and 2012 were primarily due to the acquisition of properties in 2013 and 2012, including the 515 properties acquired as part of our acquisition of ARCT, which was partially offset by property sales in those same years. As discussed in the sections entitled "Funds from Operations Available to Common Stockholders (FFO) and Normalized Funds from Operations Available to Common Stockholders (Normalized FFO)" and “Adjusted Funds from Operations Available to Common Stockholders (AFFO),” depreciation and amortization is a non-cash item that is added back to net income available to common stockholders for our calculation of FFO, normalized FFO and AFFO. Interest Expense Interest expense was $180.9 million in 2013, compared to $122.5 million in 2012 and $108.3 million in 2011. The increase in interest expense from 2012 to 2013 was primarily due to an increase in borrowings attributable to the issuance in October 2012 of our 2.00% senior unsecured notes due January 2018, the issuance in October 2012 of our 3.25% senior unsecured notes due October 2022, the January 2013 issuance of our $70 million senior unsecured term loan, the July 2013 issuance of our 4.65% senior unsecured notes due August 2023, and an increase in mortgages payable and higher credit facility borrowings, which were partially offset by lower average interest rates and the repayment of our 5.375% senior unsecured notes in March 2013. 83 The following is a summary of the components of our interest expense (dollars in thousands): Interest on our credit facility, term loan, notes and mortgages $ Interest included in discontinued operations Credit facility commitment fees Amortization of credit facility origination costs and deferred financing costs (Gain) loss on interest rate swap Amortization of net mortgage premiums Interest capitalized Interest expense 2013 182,974 (526 ) 1,930 7,434 (878 ) (9,481 ) (537 ) $ 2012 117,401 (601 ) 1,684 $ 2011 104,452 (785 ) 1,508 5,165 56 (665 ) (498 ) 3,757 (4 ) (189 ) (438 ) $ 180,916 $ 122,542 $ 108,301 Credit facility, term loan, mortgages and notes Average outstanding balances (dollars in thousands) Average interest rates 2013 3,892,089 $ 2012 2,144,690 $ 2011 1,754,935 $ 4.67 % 5.47 % 5.95 % At December 31, 2013, the weighted average interest rate on our:  Notes and bonds payable of $3.2 billion (excluding unamortized original issuance discounts of $14.5 million) was 4.9%;  Mortgages payable of $754.5 million (excluding net premiums totaling $28.9 million on these mortgages) was 5.4%;  Credit facility outstanding borrowings of $128.0 million was 1.2%;  Term loan outstanding borrowings of $70.0 million was 1.4%; and  Combined outstanding notes, bonds, mortgages and credit facility borrowings of $4.2 billion was 4.5%. General and Administrative Expenses General and administrative expenses increased by $18.8 million to $56.8 million in 2013, as compared to $38.0 million in 2012. General and administrative expenses were $31.0 million in 2011. Included in general and administrative expenses are acquisition transaction costs (excluding ARCT merger-related costs) of $2.1 million for 2013, $2.4 million for 2012 and $1.5 million for 2011. Even though general and administrative expenses increased during 2013, general and administrative expenses as a percentage of total revenue decreased. The increase in expense was primarily due to increases in employee costs, including the accelerated vesting of restricted shares in July 2013 which resulted in additional compensation expense of $3.7 million, and higher costs as a result of our integration of ARCT. In January 2014, we had 116 employees, as compared to 97 employees in January 2013 and 83 employees in January 2012. Dollars in thousands General and administrative expenses Total revenue, including discontinued operations(1) General and administrative expenses as a percentage of total revenue $ 2013 56,827 759,889 $ 2012 37,998 483,671 $ 2011 30,954 422,224 7.5 % 7.9 % 7.3 % (1) Excludes all tenant reimbursements revenue, as well as gain on sales and Crest Net revenue included in discontinued operations. Property Expenses (including reimbursable) Property expenses consist of costs associated with unleased properties, non-net leased properties and general portfolio expenses, as well as contractually obligated reimbursements from tenants for recoverable real estate taxes and operating expenses. Expenses related to unleased properties and non- net leased properties include, but are not limited to, property taxes, maintenance, insurance, utilities, property inspections, bad debt expense and legal fees. General portfolio costs include, but are not limited to, insurance, legal, property inspections, and title search fees. At December 31, 2013, 70 properties were available for lease, as compared to 84 at December 31, 2012 and 87 at December 31, 2011. 84 Property expenses were $38.8 million (including $24.9 million reimbursable) in 2013, $21.3 million (including $14.6 million reimbursable) in 2012 and $15.5 million (including $9.8 million reimbursable) in 2011. The increase in property expenses in 2013 is primarily attributable to increased portfolio size, higher maintenance and utilities, insurance costs, property taxes, and ground rent expenses as a result of our acquisition of ARCT, along with higher contractually obligated reimbursements primarily due to our 2012 and 2013 acquisitions. Income Taxes Income taxes were $2.7 million in 2013, as compared to $1.4 million in 2012 and $1.5 million in 2011. These amounts are for city and state income and franchise taxes paid by Realty Income and its subsidiaries. Merger-Related Costs Merger-related costs include, but are not limited to, advisor fees, legal fees, accounting fees, printing fees and transfer taxes related to our acquisition of ARCT. Merger-related costs were $13.0 million in 2013 and $7.9 million in 2012. On a diluted per common share basis, these expenses represented $0.07 for 2013 and $0.06 for 2012. Discontinued Operations Operations from ten Realty Income investment properties, two Crest properties classified as held for sale at December 31, 2013, and properties previously sold, have been classified as discontinued operations. The following is a summary of income from discontinued operations on our consolidated statements of income (dollars in thousands): Income from discontinued operations 2013 2012 2011 Gain on sales of investment properties Rental revenue Tenant reimbursements Other revenue Depreciation and amortization Property expenses (including reimbursable) Provisions for impairment Crest's income from discontinued operations Income from discontinued operations Per common share, basic and diluted $ $ $ $ 64,743 6,040 146 418 (1,761 ) (916 ) (2,738 ) 1,171 $ 9,873 15,161 379 282 (3,916 ) (2,529 ) (1,500 ) 683 5,193 19,546 370 94 (5,568 ) (2,518 ) (395 ) 688 67,103 $ 18,433 $ 17,410 0.35 $ 0.14 $ 0.14 Crest’s Assets and Property Sales At December 31, 2013, Crest had an inventory of three properties, one of which was classified as held for investment. In addition to the three properties, Crest also held notes receivable of $18.7 million at December 31, 2013 and $18.9 million at December 31, 2012. During 2013, Crest did not acquire any properties. However, Crest sold one property in 2013 for $597,000, and recorded an impairment of $308,000 upon the sale of this property. During 2012, Crest acquired one property for $890,000, but did not sell any properties. During 2011, Crest did not buy or sell any properties. Gain on Sales of Investment Properties by Realty Income During 2013, we sold 75 investment properties for $134.2 million, which resulted in a gain of $64.7 million. The results of operations for these properties have been reclassified as discontinued operations. During 2012, we sold 44 investment properties for $50.6 million, which resulted in a gain of $9.9 million. The results of operations for these properties have been reclassified as discontinued operations. 85 During 2011, we sold 26 investment properties for $22.0 million, which resulted in a gain of $5.2 million. The results of operations for these properties have been reclassified as discontinued operations. Additionally, we sold excess real estate from five properties for $2.1 million, which resulted in a gain of $540,000. This gain is included in other revenue on our consolidated statement of income for 2011, because this excess real estate was associated with properties that continue to be owned as part of our core operations. We have an active portfolio management program that incorporates the sale of assets when we believe the reinvestment of the sale proceeds will:  Generate higher returns;  Enhance the credit quality of our real estate portfolio;  Extend our average remaining lease term; or  Decrease tenant or industry concentration. At December 31, 2013, we classified real estate with a carrying amount of $12.0 million as held for sale on our balance sheet. In 2014, we intend to continue our active disposition efforts to further enhance our real estate portfolio and anticipate approximately $50 million in property sales for all of 2014. We intend to invest these proceeds into new property acquisitions, if there are attractive opportunities available. However, we cannot guarantee that we will sell properties during the next 12 months at our estimated values or be able to invest the property sale proceeds in new properties. Provisions for Impairment on Real Estate Acquired for Resale by Crest During 2013, Crest recorded a provision for impairment of $308,000 for one property sold during the year. During 2012 and 2011, Crest did not record any provisions for impairment. Provisions for Impairment on Realty Income Investment Properties In 2013, Realty Income recorded total provisions for impairment of $3.0 million. Provisions for impairment of $2.7 million are included in income from discontinued operations on seven sold properties and one property classified as held for sale. Additionally, during 2013, Realty Income recorded provisions for impairment of $290,000 on one property held for investment in the automotive service industry. This provision for impairment is included in income from continuing operations. In 2012, Realty Income recorded total provisions for impairment of $5.1 million. Provisions for impairment of $1.5 million are included in income from discontinued operations on six properties. Additionally, during 2012, Realty Income recorded provisions for impairment of $3.6 million on four properties held for investment at December 31, 2012. These provisions for impairment are included in income from continuing operations. During 2011, Realty Income recorded total provisions for impairment of $405,000 on four properties. These provisions for impairment are included in income from discontinued operations, except for $10,000 which is included in income from continuing operations. Preferred Stock Dividends Preferred stock dividends totaled $41.9 million in 2013, $40.9 million in 2012 and $24.3 million in 2011. Excess of Redemption Value over Carrying Value of Preferred Shares Redeemed When we redeemed our Class D preferred stock in March 2012, we incurred a charge of $3.7 million for the excess of redemption value over the carrying value. This charge, representing the Class D preferred stock original issuance cost that was paid in 2004, was recorded as a reduction to net income available to common stockholders when the shares were redeemed during the first quarter of 2012. On a diluted per common share basis, this charge was $0.03. 86 Net Income Available to Common Stockholders Net income available to common stockholders was $203.6 million in 2013, an increase of $89.1 million as compared to $114.5 million in 2012. Net income available to common stockholders in 2011 was $132.8 million. Net income available to common stockholders in 2013 includes $13.0 million of merger- related costs for the acquisition of ARCT, which represents $0.07 on a diluted per common share basis, and $3.7 million for accelerated vesting of restricted shares that occurred in July 2013 from ten-year vesting to five years, which represents $0.02 on a diluted per common share basis. Net income available to common stockholders in 2012 includes $7.9 million of merger-related costs related to the acquisition of ARCT, which represents $0.06 on a diluted per common share basis, and a $3.7 million charge for the excess of redemption value over carrying value of the Class D preferred shares, which represents $0.03 on a diluted per common share basis. The calculation to determine net income available to common stockholders includes gains from the sale of properties. The amount of gains varies from period to period based on the timing of property sales and can significantly impact net income available to common stockholders. Gains from the sale of investment properties during 2013 were $64.7 million, as compared to gains from the sale of investment properties of $9.9 million during 2012 and a $5.7 million gain from the sale of properties during 2011. 87 FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (FFO) AND NORMALIZED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (NORMALIZED FFO) FFO for 2013 increased by $188.1 million, or 72.1%, to $449.0 million, as compared to $260.9 million in 2012 and $249.4 million in 2011. FFO for 2013 includes $13.0 million for merger-related costs related to our acquisition of ARCT, which represents $0.07 on a diluted per common share basis, and $3.7 million for accelerated vesting of restricted shares that occurred in July 2013 from ten-year vesting to five years, which represents $0.02 on a diluted per common share basis. FFO for 2012 includes $7.9 million of merger-related costs, which represents $0.06 on a diluted per common share basis, and a $3.7 million charge associated with the Class D preferred stock redemption in March 2012, which represents $0.03 on a diluted per common share basis. We define normalized FFO as FFO excluding the merger-related costs for our 2013 acquisition of ARCT. Normalized FFO for 2013 increased by $193.2 million, or 71.9%, to $462.0 million, as compared to $268.8 million in 2012 and $249.4 million in 2011. The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable GAAP measure) to FFO and normalized FFO. Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (dollars in thousands, except per share amounts): Net income available to common stockholders Depreciation and amortization: Continuing operations Discontinued operations Depreciation allocated to noncontrolling interest Depreciation of furniture, fixtures and equipment Provisions for impairment on investment properties Gain on sale of investment properties: continuing operations discontinued operations FFO available to common stockholders Merger-related costs 2013 2012 2011 $ 203,634 $ 114,538 $ 132,779 306,577 1,818 (1,009 ) (288 ) 3,028 - (64,743 ) 147,323 3,984 - (249 ) 5,139 - (9,873 ) 449,017 260,862 13,013 7,899 116,546 5,633 - (238 ) 405 (540 ) (5,193 ) 249,392 - Normalized FFO available to common stockholders $ 462,030 $ 268,761 $ 249,392 FFO per common share: Basic Diluted Normalized FFO per common share, Basic Diluted Distributions paid to common stockholders Normalized FFO in excess of distributions paid to common stockholders Weighted average number of common shares used for computation per share: Basic Diluted 88 $ $ $ $ $ $ 2.34 2.34 $ $ 2.41 2.41 $ $ 1.96 1.96 2.02 2.02 $ $ $ $ 1.98 1.98 1.98 1.98 409,222 $ 236,348 $ 219,297 52,808 $ 32,413 $ 30,095 191,754,857 132,817,472 126,142,696 191,781,622 132,884,933 126,189,399 We define FFO, a non-GAAP measure, consistent with the National Association of Real Estate Investment Trust’s definition, as net income available to common stockholders, plus depreciation and amortization of real estate assets, plus impairments of depreciable real estate assets, reduced by gains on the sale of investment properties and extraordinary items. We define normalized FFO, a non-GAAP measure, as FFO excluding the merger-related costs for our 2013 acquisition of ARCT. We consider FFO and normalized FFO to be appropriate supplemental measures of a REIT’s operating performance as they are based on a net income analysis of property portfolio performance that adds back items such as depreciation and impairments for FFO, and adds back merger-related costs, for normalized FFO. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. The use of FFO is recommended by the REIT industry as a supplemental performance measure. In addition, FFO is used as a measure of our compliance with the financial covenants of our credit facility. 89 ADJUSTED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (AFFO) AFFO for 2013 increased by $188.9 million, or 68.9%, to $463.1 million, as compared to $274.2 million in 2012 and $253.4 million in 2011. We consider AFFO to be an appropriate supplemental measure of our performance. Most companies in our industry use a similar measurement, but they may use the term "CAD" (for Cash Available for Distribution), "FAD" (for Funds Available for Distribution), or other terms. The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable GAAP measure) to FFO, normalized FFO and AFFO. Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (dollars in thousands, except per share amounts): Net income available to common stockholders Cumulative adjustments to calculate FFO(1) FFO available to common stockholders Merger-related costs Normalized FFO available to common stockholders Provisions for impairment on Crest properties Amortization of share-based compensation Amortization of deferred financing costs(2) Excess of redemption value over carrying value of Class D preferred share redemption Amortization of net mortgage premiums (Gain) loss on interest rate swaps Capitalized leasing costs and commissions Capitalized building improvements Straight-line rent Amortization of above and below-market leases 2013 2012 2011 $ 203,634 $ 245,383 114,538 $ 146,324 449,017 260,862 13,013 7,899 462,030 308 20,785 4,436 - (9,481 ) (878 ) (1,280 ) (7,227 ) (13,742 ) 8,188 268,761 - 10,001 2,786 3,696 (665 ) 56 (1,619 ) (4,935 ) (5,674 ) 1,776 132,779 116,613 249,392 - 249,392 - 7,873 2,074 - (189 ) (4 ) (1,722 ) (2,450 ) (2,681 ) 1,079 Total AFFO available to common stockholders $ 463,139 $ 274,183 $ 253,372 AFFO per common share, basic and diluted: Basic Diluted Distributions paid to common stockholders AFFO in excess of distributions paid to common stockholders Weighted average number of common shares used for computation per share: Basic Diluted $ $ $ $ 2.42 2.41 409,222 $ $ $ 2.06 2.06 236,348 $ $ $ 2.01 2.01 219,297 53,917 $ 37,835 $ 34,075 191,754,857 132,817,472 126,142,696 191,781,622 132,884,933 126,189,399 (1) See reconciling items for FFO presented under "Funds from Operations Available to Common Stockholders (FFO) and Normalized Funds from Operations Available to Common Stockholders (Normalized FFO)." (2) Includes the amortization of costs incurred and capitalized when our notes were issued in March 2003, November 2003, March 2005, September 2005, September 2006, September 2007, June 2010, June 2011, October 2012, and July 2013. Additionally, this includes the amortization of deferred financing costs incurred and capitalized in connection with our assumption of the mortgages payable and the issuance of our term loan. The deferred financing costs are being amortized over the lives of the respective mortgages and term loan. No costs associated with our credit facility agreements or annual fees paid to credit rating agencies have been included. 90 We believe the non-GAAP financial measure AFFO provides useful information to investors because it is a widely accepted industry measure of the operating performance of real estate companies that is used by industry analysts and investors who look at and compare those companies. In particular, AFFO provides an additional measure by which to compare the operating performance of different REITs without having to account for differing depreciation assumptions and other unique revenue and expense items which are not pertinent to the measurement of the particular company’s on-going operating performance. Therefore, we believe that AFFO is an appropriate supplemental performance metric, and that the most appropriate GAAP performance metric to which AFFO should be reconciled is net income available to common stockholders. Presentation of the information regarding FFO, normalized FFO and AFFO is intended to assist the reader in comparing the operating performance of different REITs, although it should be noted that not all REITs calculate FFO, normalized FFO and AFFO in the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO, normalized FFO and AFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as alternatives to net income as an indication of our performance. FFO, normalized FFO and AFFO should not be considered as alternatives to reviewing our cash flows from operating, investing, and financing activities. In addition, FFO, normalized FFO and AFFO should not be considered as measures of liquidity, of our ability to make cash distributions, or of our ability to pay interest payments. IMPACT OF INFLATION Tenant leases generally provide for limited increases in rent as a result of increases in the tenants' sales volumes, increases in the consumer price index (typically subject to ceilings), and/or fixed increases. We expect that inflation will cause these lease provisions to result in rent increases over time. During times when inflation is greater than increases in rent, as provided for in the leases, rent increases may not keep up with the rate of inflation. Of our 3,896 properties in our portfolio, approximately 97.7% or 3,807 are leased to tenants under net leases where the tenant is responsible for property expenses. Net leases tend to reduce our exposure to rising property expenses due to inflation. Inflation and increased costs may have an adverse impact on our tenants if increases in their operating expenses exceed increases in revenue. IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS As of December 31, 2013, the impact of recent accounting pronouncements on our business is not considered to be material. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to interest rate changes primarily as a result of our credit facility, term loan, and long- term notes and bonds used to maintain liquidity and expand our real estate investment portfolio and operations. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flow and to lower our overall borrowing costs. To achieve these objectives we issue long-term notes and bonds, primarily at fixed rates. In order to mitigate and manage the effects of interest rate risks on our operations, we may utilize a variety of financial instruments, including interest rate swaps and caps. The use of these types of instruments to hedge our exposure to changes in interest rates carries additional risks, including counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant changes in interest rates will cause a significant loss of basis in the contract. To limit counterparty credit risk we will seek to enter into such agreements with major financial institutions with favorable credit ratings. There can be no assurance that we will be able to adequately protect against the foregoing risks or realize an economic benefit that exceeds the related amounts incurred in connection 91 with engaging in such hedging activities. We do not enter into any derivative transactions for speculative or trading purposes. The following table presents by year of expected maturity, the principal amounts, average interest rates and estimated fair values of our fixed and variable rate debt as of December 31, 2013. This information is presented to evaluate the expected cash flows and sensitivity to interest rate changes (dollars in millions): Expected Maturity Data Year of maturity 2014 2015 2016 2017 2018 Thereafter Fixed rate $ debt 48.2 249.9 521.2 281.8 364.8 2,425.3 Weighted average interest rate on fixed rate debt 6.43 % 5.42 % 5.39 % 5.68 % 2.15 % 5.18 % Variable rate Weighted average interest rate on $ debt variable rate debt 4.83 % 4.68 % 1.31 % 5.05 % 1.37 % 2.52 % 1.7 25.6 130.3 26.2 70.2 7.3 Totals (1) $ 3,891.2 4.99 % $ 261.3 2.09 % Fair Value (2) (1) Excludes net premiums recorded on mortgages payable and original issuance discounts recorded on notes $ 4,057.2 261.5 $ payable. At December 31, 2013, the unamortized balance of net premiums on mortgages payable is $28.9 million, and the unamortized balance of original issuance discounts on notes payable is $14.5 million. (2) We base the estimated fair value of the fixed rate senior notes at December 31, 2013 on the indicative market prices and recent trading activity of our notes payable. We base the estimated fair value of our fixed rate and variable rate mortgages at December 31, 2013 on the relevant Treasury yield curve, plus an applicable credit- adjusted spread. We believe that the carrying value of the credit facility balance and term loan balance reasonably approximate their estimated fair values at December 31, 2013. The table incorporates only those exposures that exist as of December 31, 2013. It does not consider those exposures or positions that could arise after that date. As a result, our ultimate realized gain or loss, with respect to interest rate fluctuations, would depend on the exposures that arise during the period, our hedging strategies at the time, and interest rates. All of our outstanding notes and bonds have fixed interest rates. All of our mortgages payable have fixed interest rates, except three with a total value of $63.3 million, excluding net premiums, at December 31, 2013. Interest on our credit facility and term loan balance is variable. However, the variable interest rate feature on our term loan has been mitigated by an interest rate swap agreement. Based on our credit facility balance of $128.0 million at December 31, 2013, a 1% change in interest rates would change our interest costs by $1.3 million per year. 92 REALTY INCOME CORPORATION AND SUBSIDIARIES Selected Financial Data (NOT COVERED BY REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM) (DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE DATA) As of or for the years ended December 31, Total assets (book value) Cash and cash equivalents Total debt Total liabilities Total equity Net cash provided by operating activities Net change in cash and cash equivalents Total revenue Income from continuing operations Income from discontinued operations Net income Preferred stock dividends Excess of redemption value over carrying value of preferred shares redeemed Net income available to common stockholders Cash distributions paid to common stockholders Basic and diluted net income per common share Cash distributions paid per common share Cash distributions declared per common share Basic weighted average number of common 2013 $ 9,924,441 10,257 4,166,840 4,503,083 5,421,358 518,906 5,009 778,375 179,180 67,103 246,283 (41,930 ) 2012 $ 5,429,348 5,248 2,869,853 3,016,554 2,412,794 326,469 1,083 482,847 140,719 18,433 159,152 (40,918 ) 2011 $ 4,404,492 4,165 2,040,284 2,149,638 2,254,854 298,952 (13,442 ) 412,360 139,622 17,410 157,032 (24,253 ) 2010 $ 3,531,269 17,607 1,595,679 1,684,304 1,846,965 243,368 7,581 333,386 111,422 19,362 130,784 (24,253) ) 2009 $ 2,911,562 10,026 1,351,375 1,423,553 1,488,009 226,707 (36,789) ) 311,194 107,736 23,391 131,127 (24,253 ) - 203,634 409,222 1.06 2.147459 2.177875 (3,696 ) 114,538 236,348 0.86 1.771625 1.777875 - 132,779 219,297 1.05 1.736625 1.737875 - 106,531 182,500 1.01 1.721625 1.722875 - 106,874 178,008 1.03 1.706625 1.707875 shares outstanding 191,754,857 132,817,472 126,142,696 105,869,637 103,577,507 Diluted weighted average number of common shares outstanding 191,781,622 132,884,933 126,189,399 105,942,721 103,581,053 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE We have had no disagreements with our independent registered public accounting firm on accounting matters or financial disclosure, nor have we changed accountants in the two most recent fiscal years. 93 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 recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of and for the year ended December 31, 2013, 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 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 and 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 (1992)" 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 13, 2014 by, John P. Case, Chief Executive Officer Paul M. Meurer, Chief Financial Officer, Executive Vice President and Treasurer 94 Changes in Internal Controls There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of December 31, 2013, there were no material weaknesses in our internal controls, and therefore, no corrective actions were taken. 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. Certifications John Case, Realty Income’s Chief Executive Officer, certified to the NYSE in 2013, pursuant to Section 303A.12(a) of the NYSE’s Listing Standards, that he was not aware of any violation of the NYSE corporate governance listing standards by Realty Income. Furthermore, Realty Income filed with the SEC as exhibits to its Annual Report on Form 10-K for the year ended December 31, 2013, the certifications by John Case and Paul M. Meurer, Realty Income’s Chief Executive Officer and Chief Financial Officer, respectively, required under Section 302 of the Sarbanes-Oxley Act. 95 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the NYSE under the ticker symbol “O.” The following table shows the high and low sales prices per share for our common stock as reported by the NYSE, and distributions declared per share of common stock for the periods indicated. 2013 First Quarter Second Quarter Third Quarter Fourth Quarter Total 2012 First Quarter Second Quarter Third Quarter Fourth Quarter Price Per Share of Common Stock High Low $ $ 46.63 55.48 46.01 43.20 39.03 41.89 44.17 41.70 40.51 39.84 38.41 36.58 34.31 36.88 40.35 37.35 $ $ $ $ $ Distributions Declared (1) 0.5430626 0.5440001 0.5449376 0.5458751 2.1778754 0.4368125 0.4377500 0.4486875 0.4546250 Total (1) Common stock cash distributions are declared monthly by us based on financial results for the prior months. At December 31, 2013, a distribution of $0.1821667 per common share had been declared and was paid in January 2014. 1.7778750 $ There were 9,741 registered holders of record of our common stock as of December 31, 2013. We estimate that our total number of shareholders is over 165,000 when we include both registered and beneficial holders of our common stock. During the fourth quarter of 2013, 16,780 shares of stock, at a price of $39.76, and 48,494 shares of stock, at a price of $37.33, were withheld for state and federal payroll taxes on the vesting of employee stock awards, as permitted under the 2012 Incentive Award Plan of Realty Income Corporation. Total Return Performance 275 250 225 200 175 150 125 100 e u l a V x e d n I Realty Income Corporation Russell 2000 Realty Income Peer Group Index SNL Triplenet REIT Index 75 12/31/08 12/31/09 12/31/10 12/31/11 12/31/12 12/31/13 Index Realty Income Corporation Russell 2000 Realty Income Peer Group* SNL Triplenet REIT Index 12/31/08 100.00 100.00 100.00 100.00 Period Ending 12/31/09 120.89 127.17 131.90 134.18 12/31/10 168.40 161.32 177.66 168.83 12/31/11 181.07 154.59 191.51 174.57 12/31/12 217.87 179.86 220.46 209.37 12/31/13 212.82 249.69 218.28 212.59 * Realty Income Peer Group consists of fifteen companies with an implied market capitalization between $3.8 billion and $18.9 billion as of September 30, 2013. 96 MISSION We are The Monthly Dividend Company®. Over the past 45 years we have paid our shareholders over $2.7 billion in monthly dividends and we have increased dividends 74 times since our listing on the New York Stock Exchange in 1994 (NYSE “O”). We are committed to continuing to operate your company in a manner that supports the ongoing payment of dividends that increase over time. COMPANY DESCRIPTION We have been acquiring freestanding commercial real estate since 1969. Our focus is on acquiring single-tenant commercial properties leased to creditworthy tenants under 10 to 20-year net-lease agreements. We hold these properties for their long-term lease revenue production, which provides us with the cash flow we use to pay dividends to our shareholders. Additionally, we employ conservative balance sheet management to protect the integrity of the cash flow to pay dividends and actively manage our real estate portfolio in order to sustain high occupancy. 2014 MILESTONE During 2014 we will celebrate our 20th year as a New York Stock Exchange-traded public company and will have crossed the threshold of paying dividends without interruption for 20 years. TABLE OF CONTENTS Historical Financial Performance Letter to Shareholders The Magic of Rising Dividends Over Time 2013 Annual Report: Form 10-K Company Information 2 4 15 16 97 Company Information Executive Officers Additional Officers Debra M. Bonebrake Senior Vice President, Industrial, Distribution and Office Gregory J. Fahey Senior Vice President, Controller Robert J. Israel Senior Vice President, Research Laura S. King Senior Vice President, Assistant General Counsel and Assistant Secretary Theresa M. Casey Vice President, IT Enterprise Software Elizabeth Cate Vice President, Portfolio Management Benjamin N. Fox Vice President, Asset Management Tere H. Miller Vice President, Investor Relations Dawn Nguyen Vice President, Portfolio Management Clint Schmucker Vice President, Information Technology Joel Tomlinson Vice President, Director of Acquisitions Cary J. Wenthur Vice President, Senior Director of Acquisitions Janeen Bedard Associate Vice President, Assistant to CEO for Corporate Strategy Stephen D. Burchett Associate Vice President, Senior Legal Counsel Jill M. Cossaboom Associate Vice President, Assistant Controller Kristin K. Ferrell Associate Vice President, Portfolio Management Teresa M. Glenn Associate Vice President, Human Resources & Operations Shannon C. Jensen Associate Vice President, Senior Legal Counsel Scott A. Kohnen Associate Vice President, Director of Research Sean P. Nugent Associate Vice President, Assistant Controller Jenette S. O’Brien Associate Vice President, Director of Investment Property Sales Patrick Rea Associate Vice President, Property Management Independent Registered Public Accounting Firm KPMG LLP San Diego, California For Additional Corporate Information Visit the Realty Income corporate website at: www.realtyincome.com Transfer Agent Wells Fargo Shareowner Services P.O. Box 64873 St. Paul, MN 55164 For shareholder administration and account information please visit Wells Fargo’s website at: www.shareowneronline.com or call this toll-free number: 1-877-218-2434 or email your questions to: stocktransfer@wellsfargo.com Contact your financial advisor, or contact Realty Income at: telephone: 760-741-2111 email: ir@realtyincome.com Copies of Realty Income’s Annual Report on Form 10-K are available upon written request to: Realty Income Corporation Attention: Investor Relations 600 La Terraza Boulevard Escondido, CA 92025-3873 R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 9 7 Left to Right: Richard Collins, John Case, Paul Meurer, Gary Malino, Sumit Roy, Michael Pfeiffer Gary M. Malino President, Chief Operating Officer Paul M. Meurer Executive Vice President, Chief Financial Officer and Treasurer Michael R. Pfeiffer Executive Vice President, General Counsel and Secretary Sumit Roy Executive Vice President, Chief Investment Officer John P. Case Chief Executive Officer Member of the Board of Directors Richard G. Collins Executive Vice President, Portfolio Management Directors Michael D. McKee Chairman of the Board of Directors and Chief Executive Officer, Bentall Kennedy John P. Case Chief Executive Officer Member of the Board of Directors Thomas A. Lewis Vice Chairman of the Board of Directors Kathleen R. Allen, Ph.D. Director, Center for Technology Commercialization, Marshall School of Business University of Southern California A. Larry Chapman Retired, Executive Vice President, Head of Commercial Real Estate, Wells Fargo Bank Priya Cherian Huskins Partner, Woodruff-Sawyer & Co. Gregory T. McLaughlin Senior Vice President, PGA Tour Ronald L. Merriman Retired Vice Chair, KPMG, LLP R E A L T Y I N C O M E 2 0 1 3 A N N U A L R E P O R T 61% Revenue Growth 19% FFO per share Growth 21% Dividend Growth 5 Dividend Increases RECORD 2013 PERFORMANCE $12.6 Billion Enterprise Value $4.7 Billion Acquisitions 3,896 Properties Owned 98.2% Occupancy 2 0 1 3 A N N U A L R E P O R T 600 La Terraza Boulevard Escondido, CA 92025-3873 www.realtyincome.com E Printed on recyled paper with soy-based inks. 

Continue reading text version or see original annual report in PDF format above