D I S C I P L I N E D . P R O V E N . C O N S I S T E N T .
R
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22 0 1 4 A N N U
0 1 4 A N N U A L R E P O R
A L R E P O R TT
3/12/15 9:40 AM
M I S S I O N
We are The Monthly Dividend Company®. Our mission is to provide our
shareholders with dependable monthly dividends that increase over
time. Since our founding in 1969, we have paid our shareholders over
$3.2 billion in monthly dividends and increased the dividend 78 times
since our listing on the New York Stock Exchange in 1994 (NYSE “O”).
We remain committed to continuing to operate your company in a
manner that supports this mission.
C O M P A N Y D E S C R I P T I O N
Realty Income has a 46-year history of acquiring freestanding, single-
tenant commercial real estate leased to creditworthy tenants typically
under 10- to 20-year net-lease agreements. The lease revenue
generated from these properties creates a predictable level of cash
flow to support the payment of monthly dividends to our shareholders.
We actively manage our real estate portfolio to sustain high occupancy
and optimize the revenue it generates. Additionally, we employ
conservative balance sheet management to protect the integrity of the
cash flow and enhance the reliability of the dividend. The company has
125 employees located in our headquarters in San Diego, CA.
T A B L E O F C O N T E N T S
Historical Financial Performance
Letter to Shareholders
Business Overview
2014 Annual Report: Form 10-K
Company Information
2
4
12
20
93
43176cov.indd 2
DISCIPLINED
MANAGEMENT
Conservative Capital Structure with 31% Debt
to Total Market Capitalization
Diversified Portfolio of 234 Commercial Tenants
in 47 Industries across 49 States and Puerto Rico
Selective Acquisitions Based on Careful Underwriting
PROVEN
TRACK RECORD OF PERFORMANCE
4.5% Compound Average Annual Dividend Growth Rate since 1994 Listing
17.1% Compound Average Annual Total Shareholder Return since 1994 Listing
CONSISTENT
EXECUTION
69 Consecutive Quarterly Dividend Increases since 1994 Listing
Paid 533 Consecutive Monthly Dividends
over Our 46-year Operating History
Occupancy Rate Never below 96%
2 0 1 4 P E R F O R M A N C E H I G H L I G H T S
6.6% AFFO per Share Growth
Four Quarterly Dividend Increases
33.7% Total Return to Shareholders
2014
$1.4 Billion in Property Acquisitions
98.4% Occupancy Rate
43176nar.indd 1
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R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T 1
H I S T O R I C A L F I N A N C I A L P E R F O R M A N C E
For the Years Ended December 31,
2014
2013
Total revenue(1)
Net income available to common stockholders
Funds from operations (“FFO”)(2)
Adjusted funds from operations (“AFFO”)(2)
Dividends paid to common stockholders
AT YEAR END
$
$
$
$
$
895,157,000
$ 759,798,000
227,558,000
$ 203,634,000
562,889,000
$ 462,030,000
561,661,000
$ 463,139,000
479,256,000
$ 409,222,000
Real estate at cost, before accumulated depreciation(3)
$ 11,153,571,000
$ 9,899,475,000
Number of properties
Gross leasable square feet
Properties acquired(4)
4,327
3,896
70,734,700
62,644,900
479
958
Cost of properties acquired(4)
$ 1,401,959,000
$ 4,670,169,000
Properties sold
46
75
Net proceeds from sale of properties
$
107,234,000
$ 134,150,000
Number of commercial tenants(5)
Number of industries
Number of states
Portfolio occupancy rate
Remaining weighted average lease term in years
PER COMMON SHARE DATA
Net income (diluted)
Funds from operations (“FFO”)(2)
Adjusted funds from operations (“AFFO”)(2)
Dividends paid
Annualized dividend amount(6)
Common shares outstanding
INVESTMENT RESULTS
Closing price on December 31,
Dividend yield(7)(8)
Total return to shareholders(9)
234
47
49
98.4%
10.2
1.04
2.58
2.57
2.192
2.201
224,881,192
47.71
5.9%
33.7%
$
$
$
$
$
$
205
47
49
98.2%
10.8
1.06
2.41
2.41
2.147
2.186
207,485,073
37.33
5.3%
-1.8%
$
$
$
$
$
$
(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.
(5) Commercial tenants are defined as retailers with over 50 locations and non-retailers with over $500 million in annual revenues.
2 R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T
43176nar.indd 2
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2012
2011
2010
2009
$ 483,557,000
$ 421,644,000
$ 346,437,000
$ 328,794,000
$ 114,538,000
$ 132,779,000
$ 106,531,000
$ 106,874,000
$ 268,761,000
$ 249,392,000
$ 193,926,000
$ 190,554,000
$ 274,183,000
$ 253,372,000
$ 197,256,000
$ 192,739,000
$ 236,348,000
$ 219,297,000
$ 182,500,000
$ 178,008,000
$5,920,685,000
$4,971,981,000
$ 4,112,862,000
$3,439,456,000
3,013
2,634
37,677,500
27,369,000
423
164
2,496
21,215,800
186
2,339
19,182,000
16
$1,164,924,000
$1,016,100,000
$ 713,534,000
$
57,937,000
44
26
28
25
$
50,586,000
$
24,126,000
$
27,181,000
$
20,467,000
150
44
49
97.2%
11.0
0.86
2.02
2.06
1.772
1.821
133,452,411
40.21
5.1%
20.1%
$
$
$
$
$
$
136
38
49
96.7%
11.3
1.05
1.98
2.01
1.737
1.746
133,223,338
34.96
5.1%
7.3%
$
$
$
$
$
$
122
32
49
96.6%
11.4
1.01
1.83
1.86
1.722
1.731
118,058,988
34.20
6.6%
38.6%
$
$
$
$
$
$
118
30
49
96.8%
11.2
1.03
1.84
1.86
1.707
1.716
104,286,705
25.91
7.4%
19.3%
$
$
$
$
$
$
(6) Annualized dividend amount reflects the December declared dividend rate per share multiplied by 12.
(7) Dividend yield was calculated by dividing the dividend paid per share, during the year, by the closing share price on
December 31 or the last trading day of the preceding year.
(8) Dividend yield excludes special dividends.
(9)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 or the last trading day of the preceding year.
R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T 3
43176nar.indd 3
3/12/15 9:37 AM
D E A R F E L L O W S H A R E H O L D E R S ,
We had a lot to celebrate at Realty Income in 2014. This past year marked
the 20th anniversary of our listing as a public company on the New York Stock
Exchange, and the payment of over $3 billion in cumulative common stock
dividends to our shareholders since our founding in 1969.
We also achieved excellent performance results in
investment analysts covering our company used the
2014. Total revenue grew by 17.8% to $895.2 million
phrase “boring is good” to describe the consistency
and earnings per share, as measured by Adjusted
of our operating results. Frankly, we agreed with his
Funds from Operations (AFFO), grew by 6.6% to
sentiment and were flattered by his comment. Our
$2.57. These results supported the payment of
mission of generating dependable monthly dividends
12 monthly dividends and four quarterly dividend
that grow over time requires consistent performance
increases, contributing to a total annual return to our
and if that is “boring,” then we are “good” with that.
shareholders of 33.7%. Last year, one of the outside
AFFO PER COMMON SHARE
FOR THE YEARS
7
5
.
2
1 $
4
.
2
$
TOTAL REVENUE (1)
FOR THE YEARS (DOLLARS IN MILLIONS)
5
9
8
$
0
6
7
$
4
8
4
$
2
2
4
$
6
4
3
$
9
2
3
$
2
3
3
$
6
9
2
$
1
4
2
$
8
9
1
$
8
7
1
$
0
5
1
$
8
3
1
$
1
2
1
$
6
1
1
$
5
0
1
$
9
4
$
2
5
$
7
5
$
8
6
$
5
8
$
4
3
.
1
$
7
2
.
1
$
4
2
.
1
$
7
1
.
1
$
0
1
.
1
$
3
0
.
1
$
8
9
.
0
$
8
9
.
0
$
6
0
.
2
$
1
0
.
2
$
0
9
.
1
$
2
9
.
1
$
6
8
.
1
$
6
8
.
1
$
7
7
.
1
$
3
6
.
1
$
1
6
.
1
$
0
5
.
1
$
1
4
.
1
$
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
4
1
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
4
1
(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.
4 R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T
43176nar.indd 4
3/12/15 9:37 AM
In January 2015, we were recognized for our 20-year
track record of consistently growing our dividend
as a public company. Realty Income was added to
the exclusive S&P High Yield Dividend Aristocrats®
index, which acknowledges S&P Composite 1500®
companies that have increased their dividend
every year for at least 20 years. We are proud of
our performance as a public company and to have
reached our 20th anniversary of paying increasing
dividends every year. Now The Monthly Dividend
Company® is among some of the most recognizable
corporate names for dividend performance.
MISSION
Our mission, as always, is to manage our real estate
assets so that they continue to generate the lease
revenue to support growing monthly dividend
payments. We rely on our extensive knowledge and
discipline in managing our business to help achieve
this mission. Our history of 20 years as a public
ANNUALIZED DIVIDENDS (1)
AND DIVIDEND INCREASES
78 Dividend increases since 1994 NYSE listing
69 Consecutive quarterly increases
Compound average annual growth rate
of 4.5%
8
1
5
.
1
$
5
9
3
.
1
$
2
3
.
1
$
Dividends paid for 46 years
= over $3.2 billion
0
2
.
1
$
7
1
.
1
$
4
1
.
1
$
1
1
.
1
$
8
0
.
1
$
2
0
.
1
$
5
4
9
.
0
$
6
9
.
0
$
0
9
.
0
$
3
9
.
0
$
1
0
2
.
2
$
6
8
1
.
2
$
1
2
8
.
1
$
6
4
7
.
1
$
1
3
7
.
1
$
6
1
7
.
1
$
1
0
7
.
1
$
1
4
6
.
1
$
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
4
1
(1) Annualized dividend amount reflects the December declared dividend rate per share
multiplied by 12.
company and 46 years since our founding has given
This business plan has served us well throughout our
us unparalleled experience in our sector that we
believe is a distinct competitive advantage. The
history by providing us with the flexibility to react
to ongoing changes in the economy and real estate
cover of our annual report this year represents the
markets, which is crucial to our continued successful
experience and discipline required to maintain the
operations.
consistent rhythm of our business. Neither a good
crew nor our Realty Income team is fazed by varying
ACQUISITIONS
conditions. Both are able to stay successfully in sync
Our high volume of acquisitions continued to drive
and advance steadily with focus, dedication, and
teamwork. Our business plan, which allows us
our earnings growth in 2014. This past year, we
completed $1.4 billion in property acquisitions, which
to execute our mission, includes:
• Paying 12 monthly dividends
• Raising the dividend
• Remaining disciplined in our acquisitions
underwriting approach
• Acquiring additional properties according to our
selective investment strategy
• Maintaining high occupancy through active
portfolio management
• Maintaining a conservative balance sheet
• Continuing to grow investor interest in
The Monthly Dividend Company®
made 2014 our second most acquisitive year in the
company’s history. We purchased these properties
at an average initial yield of 7.1%, which resulted
in near-record investment spreads relative to our
first-year weighted average cost of capital. While
the volume and investment spreads contributed to
impressive operating results, the acquisitions also
benefited our company by further diversifying the
portfolio and improving our tenant credit quality.
The properties are leased to 62 different tenants
R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T 5
43176nar.indd 5
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operating in 32 industries and located across
42 states. Our diversification further enhances
the stability of our lease revenue by reducing
the amount of revenue from any single tenant,
industry, or state. Retail properties, our principal
property type, comprised 86% of the acquisitions
as a percentage of rent. Approximately 66% of the
rental revenue from the acquisitions is from tenants
with investment-grade credit ratings, making our
rental revenue more durable. The average lease
term of the acquisitions was approximately 13 years.
These characteristics help drive long-term portfolio
performance and support favorable risk-adjusted
returns for our shareholders.
The acquisitions market was quite robust last
year. During 2014, we generated and reviewed
$24.3 billion in real estate acquisition opportunities,
which was our second most active year in our history.
We also remained very selective in our approach
to investments. In 2014, we acquired 5.8% of the
total volume of acquisition opportunities reviewed,
which reflects the discipline we maintain in our
property investment activities. We will not sacrifice
our investment discipline simply to generate
ACQUISITIONS SELECTIVITY
Acquisitions
Sourced
Acquisitions
Closed
Selectivity(1)
2010
2011
2012
2013
2014
$6 billion
$713.5 million
$13 billion
$1.0 billion
$17 billion
$1.2 billion
$39 billion
$4.7 billion
$24 billion
$1.4 billion
11.9%
7.7%
7.1%
12.1%
5.8%
(1) Selectivity is calculated as amount of acquisitions closed divided
by the amount of acquisition opportunities sourced.
additional acquisitions volume. We remain focused on
investing in properties that offer secure, long-term
cash flows and are leased to high-quality tenants.
PORTFOLIO MANAGEMENT
Our portfolio of 4,327 properties continues to perform
very well. We ended the year with 98.4% occupancy,
which is our highest level since 2007. We generated
attractive internal growth in the portfolio with same
store rent increases of 1.5% during 2014. We are
pleased to have achieved these positive results during
one of our most active years in the company’s history
for lease rollover activity. During 2014, we re-leased
or sold 220 properties with expiring leases,
AUTOMOTIVE PARTS - DALLAS, TX
QUICK SERVICE RESTAURANTS - TAMPA, FL
6 R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T
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approximately 80% of which were re-leased to the
same tenants. The percentage of properties re-leased
to the same tenant at lease expiration has continued to
increase in recent years. We believe this is reflective of
our refined underwriting and investment strategy based
upon many years of investing in net-lease properties.
We also have a proactive approach to asset
management. We sell properties in our portfolio that
are less of a strategic fit for us today than they were
at the time of our original investment. This past year,
we sold 46 properties for approximately $107 million,
realizing attractive returns on these sales.
As one of the most experienced net-lease companies,
we have developed extensive knowledge re-leasing our
properties and repositioning our portfolio. We have
successfully re-leased or sold over 1,700 properties
with expiring leases throughout our history as a public
company. We believe we have the leading leasing and
property sales teams in our sector, allowing us to
maintain high occupancy and to maximize our cash
flow stream from our existing property portfolio.
BALANCE SHEET
We continue to manage our balance sheet in a
conservative manner. Approximately two-thirds
of our capital structure is equity and one-third
is predominantly long-term, fixed-rate debt.
We believe it is prudent to match-fund our
acquisitions that have long-term leases with
permanent and long-term capital to lock in
our investment spreads and limit potential future
refinancing risk. We have excellent access to
abundant and attractively priced capital. To fund
our property investments this past year, we raised
a total of $1.3 billion in permanent and long-term
capital, over half of which was common equity.
PORTFOLIO OCCUPANCY
AT THE END OF EACH YEAR (1)
%
4
.
9
9
%
3
.
9
9
%
1
.
9
9
%
2
.
9
9
%
5
.
9
9
%
4
.
8
9
%
7
.
7
9
%
2
.
8
9
%
7
.
7
9
%
1
.
8
9
%
9
.
7
9
%
5
.
8
9
%
7
.
8
9
%
9
.
7
9
%
0
.
7
9
%
8
.
6
9
%
6
.
6
9
%
7
.
6
9
%
2
.
7
9
%
2
.
8
9
%
4
.
8
9
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
4
1
(1) Based on number of properties
We issued $600 million in fixed-rate debt that had
an average tenor of approximately 11 years. We
maintain a $1.5 billion credit facility to support future
acquisition activities. Our disciplined balance sheet
management strategy helps us maintain the integrity
of our cash flows.
We continue to have sector-leading financial
disclosure. In 2014, we began issuing a supplemental
investor package with our quarterly filings. This
package includes detailed information on the
principal facets of our business presented in a
manner that provides our shareholders and market
constituents with an informative and efficient means
to evaluate our operations. The response we have
received on our supplemental investor package from
our shareholders and investment analysts has been
positive. The most recent quarterly supplemental can
be found on our website at www.realtyincome.com.
R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T 7
43176nar.indd 7
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RESOURCES
another 3.0% in January 2015 to an annualized rate
Our company continues to have an outstanding team
of $2.268. We achieved this dividend growth while
committed to our mission. During 2014, we added
increasing the security of the dividend by lowering
additional talent to the team to ensure that we are
our payout ratio from 89.1% in 2013 to 85.3% last
properly staffed for anticipated continued growth.
year. Since our listing in 1994, our dividend has grown
We added 24 employees to our company during
at a compound average annual growth rate of 4.5%.
the year in acquisitions, portfolio management,
legal, information technology, capital markets,
INVESTMENT RETURNS
accounting, and human resources. We also increased
We are pleased to report that in 2014 our
the responsibilities of some of our high-performing
shareholders who owned our common stock for
team members by promoting them to more senior
the full calendar year realized a total return of
positions in the company. Our efforts continued to
33.7%, which compared favorably to the returns
add breadth and depth to our management team
of the broader market indices, as shown in the
and position the company for future growth.
adjacent table. The closing price of our shares on
December 31, 2014 was $47.71 per share as compared
We welcomed real estate veteran Steve Sterrett to
to $37.33 per share on December 31, 2013. Our solid
our Board of Directors in October 2014. Steve joined
operating performance contributed to our total
our Board after a 26-year career at Simon Property
shareholder return in 2014. It is also important to
Group, Inc. and retiring as its Senior Executive
note that other factors can impact the price of our
Vice President and Chief Financial Officer. Steve’s
shares including, but not limited to, macroeconomic
extensive experience in real estate and finance
events, interest rate trends, and conditions in the
makes him an outstanding resource for our company.
broader stock market. Low interest rates in 2014
positively impacted the value of yield-oriented
In keeping with our theme of growth, we are pleased
investments in general, including our shares. Over
to report that we moved into our new San Diego
the long-term, our favorable and consistent operating
corporate headquarters building in 2014. Our
performance has led to advances in our share price,
company had outgrown its former headquarters
providing our investors with a compound average
facility so we moved to a new office building that can
annual total return since our listing in 1994 of 17.1%.
accommodate our larger team of 125 employees. The
Our goal is to continue to operate the company with
new headquarters is about 20 miles southwest of our
a long-term view to drive positive investment results
former facility and provides us with ample room for
over time for our shareholders.
future growth.
MACROECONOMIC ENVIRONMENT
EARNINGS AND DIVIDENDS
AND OUR POSITION
We generated healthy per share earnings growth as
As I write this letter, we continue to operate in a low
measured by AFFO in 2014 while maintaining our
interest rate environment with consumer spending
conservative balance sheet. Our AFFO per share
increasing and gross domestic product growing at
grew by 6.6% to $2.57, allowing us to increase
moderate levels, while unemployment continues to
the dividend paid per share by 2.1% in 2014, and
decline. However, this current economic environment
8 R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T
43176nar.indd 8
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REALTY INCOME PERFORMANCE VS. MAJOR STOCK INDICES
REALTY
INCOME
EQUITY REIT
INDEX (1)
DOW JONES
INDUSTRIAL
AVERAGE
S&P 500
NAS DAQ
COMPOSI TE
DIVIDEND
YIELD
TOTAL
RETURN (2)
DIVIDEND
YIELD
TOTA L
RE T UR N ( 3)
D IV ID EN D
YIE LD
TOTA L
RE T UR N ( 3)
D IV ID EN D
YIE LD
TOTA L
RE T UR N ( 3)
D IV ID EN D
YIE LD
TOTAL
RETU RN (4)
10.5%
10.8%
7.7%
0.0%
2.9%
(1.6%)
2.9%
(1.2%)
0.5%
(1.7%)
8.3%
42.0%
7.4%
15.3%
2.4%
36.9%
2.3%
37.6%
0.6%
39.9%
7.9%
15.4%
6.1%
35.3%
2.2%
28.9%
2.0%
23.0%
0.2%
22.7%
7.5%
14.5%
5.5%
20.3%
1.8%
24.9%
1.6%
33.4%
0.5%
21.6%
8.2%
5.5%
7.5%
(17.5%)
1.7%
18.1%
1.3%
28.6%
0.3%
39.6%
10/18–12/31
1994
1995
1996
1997
1998
1999
10.5%
(8.7%)
8.7%
(4.6%)
1.3%
27.2%
1.1%
21.0%
0.2%
85.6%
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
8.9%
31.2%
7.5%
26.4%
1.5%
(4.7%)
1.2%
(9.1%)
0.3%
(39.3%)
7.8%
27.2%
7.1%
13.9%
1.9%
(5.5%)
1.4%
(11.9%)
0.3%
(21.1%)
6.7%
26.9%
7.1%
3.8%
2.6%
(15.0%)
1.9%
(22.1%)
0.5%
(31.5%)
6.0%
21.0%
5.5%
37.1%
2.3%
28.3%
1.8%
28.7%
0.6%
50.0%
5.2%
32.7%
4.7%
31.6%
2.2%
5.6%
1.8%
10.9%
0.6%
6.5%
(9.2%)
4.6%
12.2%
2.6%
1.7%
1.9%
4.9%
0.9%
5.5%
34.8%
3.7%
35.1%
2.5%
19.0%
1.9%
15.8%
0.8%
6.1%
3.2%
4.9%
(15.7%)
2.7%
8.8%
2.1%
5.5%
0.8%
8.6%
1.4%
9.5%
9.8%
7.3%
(8.2%)
7.6%
(37.7%)
3.6%
(31.8%)
3.2%
(37.0%)
1.3%
(40.5%)
6.6%
19.3%
3.7%
28.0%
2.6%
22.6%
2.0%
26.5%
1.0%
43.9%
5.1%
38.6%
3.5%
27.9%
2.6%
14.0%
1.9%
15.1%
1.2%
16.9%
5.0%
7.3%
3.8%
8.3%
2.8%
8.3%
2.3%
2.1%
1.3%
(1.8%)
4.5%
20.1%
3.5%
19.7%
3.0%
10.2%
2.5%
16.0%
2.6%
15.9%
5.8%
(1.8%)
3.9%
2.9%
2.3%
29.6%
2.0%
32.4%
1.4%
38.3%
4.6%
33.7%
3.6%
28.0%
2.3%
10.0%
2.0%
13.7%
1.3%
13.4%
COMPOUND AVERAGE
ANNUAL TOTAL RETURN(5)
17.1%
11.4%
10.3%
9.7%
9.4%
Note: All of these dividend yields are calculated as annualized dividends based on the last dividend paid in the 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 Compound Average Annual Total Return rates are calculated in the same manner: from Realty Income’s NYSE listing on
October 18, 1994 through December 31, 2014, 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 LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T 9
43176nar.indd 9
3/12/15 9:37 AM
does not appear to be firmly entrenched as concerns
regarding global economic growth persist. While
we cannot control such macroeconomic factors
or know how they will change in the future, we
believe we continue to have a real estate portfolio
that should, by design, perform in virtually any
economic environment.
At the time of this letter,
we anticipate closing
$700 million to $1 billion
in acquisitions in 2015.
Over our 46-year operating history, we have built
a real estate portfolio of properties diversified by
opportunities from other REITs and domestic and
tenant, industry, geography, and to a certain extent,
foreign institutional investors, we believe we are
property type, leased to quality tenants operating
well-positioned to execute more than our fair
in attractive industries. Today, 46% of our revenue
share of acquisitions. At the time of this letter,
is derived from investment-grade rated tenants.
we anticipate closing $700 million to $1 billion in
Additionally, our prudently underwritten non-
acquisitions in 2015. We will continue to use the
investment-grade retail tenants have demonstrated
relationships that we have formed throughout our
their resilience in varying economic environments
long history with tenants, developers, owners, and
during our company’s history. Today, over 90% of our
advisors to source and secure transactions. Since
rental revenue from our retail properties is generated
2010, approximately 80% of our acquisitions have
from tenants with a service, non-discretionary,
been sourced through our existing relationships
and/or a low price point component to their business.
and we expect that proportion to remain relatively
We believe these characteristics better position
consistent into the future. To fund our acquisition
our tenants to operate in a variety of economic
activities, we have approximately $1.2 billion available
environments and to compete effectively with
on our $1.5 billion line of credit as of March 2015. Our
e-commerce. These strategies have contributed
long-term capital costs remain low and should result
to our high historical occupancy rate, which has
in attractive investment spreads.
never been below 96% in the company’s history.
We are proud of this track record of performance
In terms of our existing portfolio, we remain
and will continue to employ the same methodology
optimistic regarding its continued performance.
to maintain the reliability of our cash flow that
Our same store rent on our existing portfolio should
supports the monthly dividend.
grow by approximately 1.5% in 2015. With our
OUTLOOK
quality tenant base and a sound tenant operating
environment, we are expecting a continued high
As 2015 begins, we continue to see a healthy
occupancy rate of around 98%. We have the right
operating environment for our company. We are
people in place with proven re-leasing experience to
still seeing a high volume of attractive acquisition
manage our lease rollover and to maximize the rental
opportunities. While we continue to experience
revenue generated from our real estate portfolio.
significant competition for property investment
1 0 R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T
43176nar.indd 10
3/12/15 9:37 AM
The aforementioned factors should allow us to
execute our business plan and grow your company.
continue to drive our earnings growth and enable us
While we remain confident in our ability to continue
to increase your dividend. We remain positive on
to operate your company in a manner that supports
the outlook for 2015 and are excited about our
the payment of growing monthly dividends, there is no
growth opportunities.
guarantee that we will be as successful in 2015 as we
CONCLUSION
have been in the past. Therefore, we always remind
our investors how important it is to rely on Realty
We were gratified to reach the $3 billion mark in total
Income for only a portion of their income needs.
cumulative dividends paid to our shareholders last
year. We will remain laser-focused on continuing to
We thank you for your continued support of our
grow your dividend responsibly. The importance of
company and look forward to keeping you apprised
the dividend is ingrained in our culture and is what
of our progress throughout the year.
drives us to maintain the same degree of discipline in
managing our business year after year. Our mission
as The Monthly Dividend Company® is to deliver
reliable monthly dividends that increase over time
to our shareholders. It determines the types of
properties we buy, the forms of capital we raise, and
the talents required of our team. As your CEO,
I am committed to continuing to guide our company
towards the achievement of our mission. In 2015,
we will continue to apply our proven philosophy to
Sincerely,
John P. Case
Chief Executive Officer
and President
COMPARISON OF $100 INVESTED IN REALTY INCOME IN 1994 VS. MAJOR STOCK INDICES
$1,900
$1,700
$1,500
$1,300
$1,100
$900
$700
$500
$300
$100
REALTY INCOME
EQUITY REIT INDEX
DOW JONES INDUSTRIAL AVERAGE
STANDARD & POORS 500
STANDARD & POORS 500
NASDAQ COMPOSITE
$1,994
$886
$733
$656
$656
$630
94
95
96
97
98
99
00
01
02
03
04
05
06
07
08
09
10
11
12
13
14
R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T 1 1
43176nar.indd 11
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BUSINESS OVERVIEW
1 2 R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T
43176nar.indd 12
3/12/15 9:37 AM
PORTFOLIO MANAGEMENT
Our real estate portfolio consists of
4,327 freestanding properties that are
diversified by tenant, industry, geography,
and to a certain extent, property type.
At the end of 2014, our portfolio consisted
of 234 commercial tenants operating across
handles our lease rollovers by either re-leasing our
properties with expiring leases to the same tenant
or to a new tenant, with the goal of maximizing the
revenue generated from our properties. We also
selectively sell assets and re-deploy the proceeds
into properties that better meet our investment
strategy. Throughout our 46-year operating history,
47 industries and located in 49 states and Puerto
we have seen many of our assets come full cycle and
Rico. The majority of our properties are retail and
experience the lease expiration process. We highlight
we expect that to continue. Approximately 21% of
a representative case study below, walking through
our revenue comes from non-retail properties, which
the life of a particular lease. It demonstrates the
are primarily industrial and distribution buildings.
importance of good real estate underwriting and
Our tenant base continues to be strong with
active management to drive value creation.
approximately 46% of the revenue generated
from the portfolio coming from tenants with
investment-grade credit ratings.
The strength of our portfolio diversification and
experience is evidenced by our stable occupancy.
Over the life of the company, our occupancy rate
Our portfolio management and asset management
has never been below 96%. The consistency of our
teams actively manage our portfolio. Our portfolio
occupancy leads to the predictability in our portfolio
management team is the largest department in our
revenues, which supports the payment of monthly
company with 39 employees. This is the team that
dividends to our shareholders.
B E FO R E
A F T E R
CASE STUDY
Taco Bell – Boise, ID
April 1988: Realty Income entered into
a 20-year sale-leaseback with a Taco Bell
franchisee as tenant.
May 2008: Upon lease expiration, the
tenant renewed the lease for a three-year
term and considered its long-term options
in regards to its investment in this market.
May 2011: Subsequently, given the strong
real estate attributes of the existing
location, the tenant elected to renew the
lease for an 18-year term and re-image the
existing building.
April 2029: New lease expiration.
43176nar.indd 13
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R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T 1 3
PORTFOLIO DIVERSIFICATION
TENANT DIVERSIFICATION - TOP 20 TENANTS
Number of
Properties
% of
Revenue(1)
120
38
502
46
454
15
20
17
23
134
55
58
149
168
144
19
202
136
18
36
5.4%
5.1%
4.9%
4.6%
4.5%
2.8%
2.7%
2.6%
2.3%
2.2%
2.1%
1.9%
1.9%
1.8%
1.6%
1.4%
1.4%
1.4%
1.2%
1.2%
Tenant
Walgreens*
FedEx*
Dollar General*
LA Fitness
Family Dollar*
BJ's Wholesale Clubs
AMC Theatres
Diageo*
Regal Cinemas
Northern Tier Energy/Super America
CVS Pharmacy*
Rite Aid
TBC Corporation*
Circle K*
The Pantry
Walmart/Sam's Club*
NPC International
GPM Investments/Fas Mart
Freedom Roads/Camping World
Smart & Final
*Investment-grade rated companies
(1) Based on total portfolio annualized revenue as of 12/31/14
INDUSTRY DIVERSIFICATION
NO INDUSTRY
NO INDUSTRY
47 INDUSTRIES
THAN 10% OF
THAN 10% OF
RENTAL REVENUEE (1)(1)
RENTAL REVENU
REPRESENTS MORE
REPRESENTS MORE
TOP 10 INDUSTRIES (% OF REVENUE) (1)
CONVENIENCE STORES 9.8%
CONVENIENCE STORES
TRANSPORTATION SERVICES 5.2%
TRANSPORTATION SERVICES
DOLLAR STORES
DOLLAR STORES 9.5%
DRUG STORES 9.5%
DRUG STORES
RESTAURANTS/CASUAL DINING
RESTAURANTS/CASUAL DINING 4.2%
WHOLESALE CLUBS 4.1%
WHOLESALE CLUBS
HEALTH & FITNESS 7.0%
HEALTH & FITNESS
RESTAURANTS/QUICK SERVICE 3.8%
RESTAURANTS/QUICK SERVICE
THEATERS
THEATERS 5.3%
GROCERY STORES
GROCERY STORES 3.1%
(1) Based on rental revenue for the quarter ended 12/31/14
1 4 R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T
43176nar.indd 14
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GEOGRAPHIC DIVERSIFICATION
% OF REVENUE (1)
CALIFORNIA 10.4%
FLORIDA 5.9%
OHIO 5.4%
<1%
1–2%
2–3%
3–4%
TEXAS 9.7%
ILLINOIS 5.6%
NEW YORK 4.7%
4–5%
5–6%
6–10.5%
(1) Based on rental revenue for the quarter ended 12/31/14
PROPERTY TYPE DIVERSIFICATION
2.4%
2.3%
6.5%
10.3%
78.5%
ALASKA AND PUERTO RICO NOT TO SCALE
Retail
Industrial & Distribution
Office
Manufacturing
Agriculture
Number of
Properties
% of
Revenue
(1)
4,172
82
44
14
15
78.5%
10.3%
6.5%
2.4%
2.3%
(1) Based on rental revenue for the quarter ended 12/31/14
R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T 1 5
43176nar.indd 15
3/13/15 9:49 PM
ACQUISITIONS
Acquisitions are the primary
driver of our growth.
We specialize in acquiring freestanding, single-
tenant, net-lease, commercial properties leased to
high-quality tenants. The leases are typically long-
term, usually for periods of 10 to 20 years. When
identifying properties for acquisition, we begin with
a review of the real estate. We target real estate that
is located in significant markets or strategic locations
critical to generating revenue for the tenant. The
real estate must be appropriately priced at values
near replacement cost and leased at rental rates that
approximate market rent. These factors enable us
to enhance the long-term returns of the assets.
In addition to the real estate, we also look for tenants
that are operating in attractive industries relative to
the economic environment. For example, industries
such as Drug Stores or Health & Fitness have
benefited from the aging demographic trend. Tenants
we target also have reliable sources of cash flow from
multiple streams of revenue, further protecting them
(and our rent) if one area of their business becomes
stressed. For retail properties, we look for businesses
with a service, non-discretionary, and/or low price
point orientation. We believe these characteristics
are important to the sustainability of their operations
and their ability to compete with e-commerce. For
non-retail properties, we primarily target industrial
and distribution properties leased to Fortune 1000,
investment-grade rated companies.
As part of our underwriting process, we carefully
review the credit of the tenants. While investment-
grade credit ratings are ideal, they are by no means
a requirement for our retail properties. Up until
2010, we invested principally in non-investment-
grade rated retail companies, underwritten using the
cash flow coverage at the unit level. We continue to
employ this approach, in addition to our tenant credit
underwriting, to ensure that we own high performing
store locations. We have found it to be a very good
indicator for long-term performance.
The characteristics of the real estate and tenant
determine the appropriate investment yield required
for purchasing the asset. Acquiring assets at attractive
spreads relative to our first-year weighted average
cost of capital is important. With one of the lowest
costs of capital in the sector, we have the advantage
of achieving the widest investment spreads relative
to our peers. However, initial pricing does not always
equate to long-term returns. To capture this, we
also consider the risk-adjusted return of the asset,
which factors in (1) a conservative estimate of the
residual value at the end of the lease, and (2) potential
outcomes of various scenarios throughout the lease
term that capture future operational risks. Our
Investment Committee, comprised of select senior-level
executives, collectively reviews these characteristics
and metrics to decide which properties to acquire. This
process allows us to grow our portfolio in a disciplined
manner and ultimately the rent generated from our
properties and the dividends paid to our shareholders.
1
REAL ESTATE
ANALYSIS
• Property attributes
• Market review
• Demographic analysis
• Property due diligence
• Valuation
– Replacement cost
– Market rent
2
CREDIT
ANALYSIS
• Financial review and
analysis
• Tenant research
• Industry research
• Discussion with key
management
representatives
1 6 R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T
RETAIL
• Unit level cash flow coverage
• Strategic importance
of real estate
3A
3B NON-RETAIL
of real estate
• Significant market location
• Strategic importance
43176nar.indd 16
3/12/15 9:37 AM
CAPITAL STRUCTURE
AEROSPACE - DALLAS, TX
Our conservative capital structure
helps to protect the dividend.
This is a strategy we have followed through the life
of the company, maintaining a capitalization that is
equity-focused. The advantages of this conservative
approach were clearly evident through the Great
Recession, when we were one of just a few REITs
that did not cut their dividend. At the end of 2014,
our total market capitalization was $16.1 billion,
of which $10.8 billion or 67% was common equity.
When we use debt to fund our growth, we structure
HEALTH & FITNESS - ATLANTA, GA
it in a conservative manner. Over the life of the
company, 91.5% of the bonds we have issued have
been for terms of 10 years or longer and 100% of
our outstanding bonds are fixed-rate. We maintain a
$1.5 billion line of credit, which allows us to execute
transactions quickly and then permanently fund
those acquisitions with a mix of equity and debt
consistent with our target leverage ratios. We have
excellent access to the public capital markets
and maintain investment-grade credit ratings of
Baa1/BBB+/BBB+ (Moody’s/S&P/Fitch), which
provide us with a low cost of debt.
CONSERVATIVE CAPITAL STRUCTURE (1)
2%
31%
67%
(1) At 12/31/14
Common Equity
Debt
Preferred Stock
Amount in
Billions
$10.8
$4.9
$0.4
% of
Total
67%
31%
2%
Total Market Capitalization
$16.1
100%
R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T 1 7
43176nar.indd 17
3/16/15 12:25 PM
MONTHLY DIVIDENDS
The monthly dividend is at the core of
our business. We are mindful to operate
our business in a manner to protect and
grow the dividend.
and we have quantified it in the table “The Magic
of Rising Dividends over Time.” The table shows
that because of regular dividend increases, our
shareholders’ current yield on cost has increased
over time. Many of our long-term shareholders
Since our 1994 NYSE listing, we have increased
have received enough in cash dividends from
our dividend to our shareholders every year for
Realty Income that the equivalent of their original
20 consecutive years. We have grown our dividend
investment dollars has been paid back to them. This
over this time period at a compound average annual
is the “magic” of The Monthly Dividend Company®
growth rate of 4.5%. This is one of the many benefits
and we will work hard to continue this trajectory
our shareholders enjoy from owning our stock
into the future.
CONSUMER GOODS - CHICAGO, IL
DISCOUNT GROCERY STORES - LOS ANGELES, CA
DRUG STORES - SAN DIEGO, CA
1 8 R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T
43176nar.indd 18
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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 cash dividends from Realty Income
equivalent to their original investment.
YIELD ON COST BENEFITS
THE CUMULATIVE DIVIDEND EFFECT
1,000 Shares
1,000 Shares
Purchased on
Purchased on
Original
Original
Investment
Investment
Investment
Investment
Value as of
Value as of
12/31/2014
12/31/2014
Original
Original
Annual
Annual
Dividend
Dividend
Income
Income
Current
Current
Annual
Annual
Dividend
Dividend
Income(1)(1)
Income
Currrent
Currrent
Yield on
Yield on
Cost at
Cost at
12/31/2014
12/31/2014
Dividends
Received
Through
12/31/2014
Original
Original
Yield
Yield
Percent of
Original
Investment
Returned
10/18/94
$8,000
$47,710
$900
$2,201
11.3%
27.5%
$28,298
353.7%
12/31/94
$8,563
$47,710
$900
$2,201
10.5%
25.7%
$27,998
327.0%
12/31/95
$11,250
$47,710
$930
$2,201
8.3%
19.6%
$27,085
240.8%
12/31/96
$11,938
$47,710
$945
$2,201
7.9%
18.4%
$26,039
218.1%
12/31/97
$12,719
$47,710
$960
$2,201
7.5%
17.3%
$25,093
197.3%
12/31/98
$12,438
$47,710
$1,020
$2,201
8.2%
17.7%
$24,110
193.9%
12/31/99
$10,313
$47,710
$1,080
$2,201
10.5%
21.3%
$23,068
223.7%
12/31/00
$12,438
$47,710
$1,110
$2,201
8.9%
17.7%
$21,977
176.7%
12/31/01
$14,700
$47,710
$1,140
$2,201
7.8%
15.0%
$20,855
141.9%
12/31/02
$17,500
$47,710
$1,170
$2,201
6.7%
12.6%
$19,704
112.6%
12/31/03
$20,000
$47,710
$1,200
$2,201
6.0%
11.0%
$18,523
12/31/04
$25,290
$47,710
$1,320
$2,201
5.2%
8.7%
$17,282
12/31/05
$21,620
$47,710
$1,395
$2,201
6.5%
10.2%
$15,935
12/31/06
$27,700
$47,710
$1,518
$2,201
5.5%
7.9%
$14,498
12/31/07
$27,020
$47,710
$1,641
$2,201
6.1%
8.1%
$12,938
12/31/08
$23,150
$47,710
$1,701
$2,201
7.3%
9.5%
$11,276
12/31/09
$25,910
$47,710
$1,716
$2,201
6.6%
8.5%
$9,569
12/31/10
$34,200
$47,710
$1,731
$2,201
5.1%
6.4%
$7,847
12/31/11
$34,960
$47,710
$1,746
$2,201
5.0%
6.3%
$6,111
12/31/12
$40,210
$47,710
$1,821
$2,201
4.5%
5.5%
$4,339
12/31/13
$37,330
$47,710
$2,186
$2,201
5.9%
5.9%
$2,192
92.6%
68.3%
73.7%
52.3%
47.9%
48.7%
36.9%
22.9%
17.5%
10.8%
5.9%
12/31/14
$47,710
$47,710
$2,201
$2,201
4.6%
4.6%
(1) Current annual dividend income is based on the annualized dividend per share declared of $2.201 at 12/31/14.
43176nar.indd 19
3/13/15 9:49 PM
R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T 1 9
2014 ANNUAL REPORT: FORM 10-K
2 0 R E A LT Y I N C O M E 2 0 1 4 A N N U A L R E P O R T
43176nar.indd 20
3/12/15 9:37 AM
REALTY INCOME CORPORATION AND SUBSIDIARIES
Financial Information
Consolidated Balance Sheets ................................................................................................................. 22
Consolidated Statements of Income ...................................................................................................... 23
Consolidated Statements of Equity ........................................................................................................ 24
Consolidated Statements of Cash Flows ............................................................................................... 25
Notes to Consolidated Financial Statements ......................................................................................... 26
Consolidated Quarterly Financial Data ................................................................................................... 49
Reports of Independent Registered Public Accounting Firm ................................................................. 50
Business Description .............................................................................................................................. 52
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 .............................................................................................................................................. 79
Funds from Operations Available to Common Stockholders (FFO) ..................................................................... 85
Adjusted Funds from Operations Available to Common Stockholders (AFFO) .................................................. 86
Impact of Inflation ..................................................................................................................................................... 87
Impact of Recent Accounting Pronouncements .................................................................................................... 87
Quantitative and Qualitative Disclosures About Market Risk ............................................................................... 87
Selected Financial Data .......................................................................................................................... 89
Controls and Procedures ........................................................................................................................ 90
Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities, including Total Return Performance ..................................... 92
21
REALTY INCOME CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
At December 31, 2014 and 2013
(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
Line 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, 16,350,000 shares issued and
outstanding as of December 31, 2014 and 25,150,000 shares issued
and outstanding as of December 31, 2013
Common stock and paid in capital, par value $0.01 per share,
370,100,000 shares authorized, 224,881,192 shares issued and
outstanding as of December 31, 2014 and 207,485,073 shares issued
and outstanding at December 31, 2013
Distributions in excess of net income
Total stockholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
$
$
$
2014
2013
3,046,372 $
8,107,199
11,153,571
(1,386,871 )
9,766,700
14,840
9,781,540
3,852
64,386
1,039,724
15,470
107,650
11,012,622 $
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
43,675 $
123,287
220,469
53,145
223,000
70,000
852,575
3,785,372
5,371,523
41,452
102,511
148,250
44,030
128,000
70,000
783,360
3,185,480
4,503,083
395,378
609,363
6,464,987
(1,246,964 )
5,613,401
27,698
5,641,099
$
11,012,622 $
5,767,878
(991,794 )
5,385,447
35,911
5,421,358
9,924,441
The accompanying notes to consolidated financial statements are an integral part of these statements.
22
REALTY INCOME CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
Years ended December 31, 2014, 2013 and 2012
(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
Provisions for impairment
Merger-related costs
Total expenses
Gain on sales of real estate
Income from continuing operations
Income from discontinued operations
2014
2013
2012
$
893,457
37,118
2,930
933,505
374,661
216,366
51,085
53,871
3,461
4,126
-
703,570
39,205
$
$
748,218
24,944
7,047
780,209
467,020
14,619
2,942
484,581
306,769
181,442
56,881
38,851
2,350
290
13,013
599,596
147,515
123,143
38,123
21,306
1,061
3,639
7,899
342,686
-
-
269,140
180,613
141,895
2,800
65,670
17,257
Net income
271,940
246,283
159,152
Net income attributable to noncontrolling interests
(1,305 )
(719 )
-
Net income attributable to the Company
Preferred stock dividends
Excess of redemption value over carrying value of
preferred shares redeemed
270,635
(37,062 )
245,564
(41,930 )
159,152
(40,918 )
(6,015 )
-
(3,696 )
Net income available to common stockholders
$
227,558
$
203,634
$
114,538
Amounts available to common stockholders per common share,
basic and diluted:
Income from continuing operations
Net income
$
$
1.03
1.04
$
$
0.72
1.06
$
$
0.73
0.86
Weighted average common shares outstanding:
Basic
Diluted
218,390,885
191,754,857
132,817,472
218,767,885
191,781,622
132,884,933
The accompanying notes to consolidated financial statements are an integral part of these statements.
23
REALTY INCOME CORPORATION AND SUBSIDIARIES
Consolidated Statements of Equity
Years Ended December 31, 2014, 2013, and 2012
(DOLLARS IN THOUSANDS)
Shares of
preferred
stock
13,900,000
-
-
16,350,000
Shares of
common
stock
Preferred
stock and
paid in
capital
Common
stock and
paid in
capital
Distributions
in excess of
net income
Total
stockholders' Noncontrolling
interests
equity
Total
equity
133,223,338 $
337,790 $
2,563,048 $
-
-
-
-
-
395,377
-
-
-
(645,984 ) $
159,152
(278,133 )
2,254,854
159,152
(278,133 )
$
- $
-
-
2,254,854
159,152
(278,133 )
-
395,377
-
-
-
-
395,377
2,051
(127,500 )
6,993
2,412,794
246,283
(470,068 )
1,133,574
1,997,850
-
(5,100,000 )
-
55,598
-
173,475
-
(123,804 )
-
2,051
-
6,993
-
(3,696 )
-
2,051
(127,500 )
6,993
25,150,000
-
-
133,452,411
-
-
609,363
-
-
-
-
-
-
-
27,025,000
45,364,435
-
1,449,139
194,088
-
-
-
-
-
2,572,092
-
-
1,133,574
1,997,850
-
55,244
9,118
-
-
-
-
-
(768,661 )
245,564
(468,697 )
2,412,794
245,564
(468,697 )
-
719
(1,371 )
1,133,574
1,997,850
-
-
-
36,563
36,563
55,244
9,118
-
-
55,244
9,118
25,150,000
-
-
207,485,073
-
-
609,363
-
-
5,767,878
-
-
(991,794 )
270,635
(519,790 )
5,385,447
270,635
(519,790 )
-
-
-
13,800,000
35,000
-
-
-
-
528,592
1,032
6,647
-
-
-
528,592
1,032
6,647
35,911
1,305
(1,839 )
-
(1,032 )
(6,647 )
5,421,358
271,940
(521,629 )
528,592
-
-
-
(8,800,000 )
-
3,527,166
-
33,953
-
(213,985 )
-
157,285
-
3,553
-
(6,015 )
-
157,285
(220,000 )
3,553
-
-
-
157,285
(220,000 )
3,553
Balance, December 31, 2011
Net income
Distributions paid and payable
Shares issued in stock offerings,
net of offering costs of $13,773
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
Balance, December 31, 2013
Net income
Distributions paid and payable
Shares issued in stock offerings,
net of offering costs of $22,827
Redemption of common units
Reallocation of equity
Shares issued pursuant to
dividend reinvestment and
stock purchase plan, net
Preferred shares redeemed
Share-based compensation
Balance, December 31, 2014
16,350,000
224,881,192 $
395,378 $
6,464,987 $
(1,246,964 ) $
5,613,401
$
27,698 $
5,641,099
The accompanying notes to consolidated financial statements are an integral part of these statements.
24
REALTY INCOME CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years Ended December 31, 2014, 2013 and 2012
(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 adjustments
Amortization of net premiums on mortgages payable
Amortization of deferred financing costs
Gain on sales of real estate
Provisions for impairment on real estate
Cash provided by discontinued operations:
Real estate
Proceeds from sale of real estate
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
Investment in real estate, net of cash acquired
Improvements to real estate, including leasing costs
Proceeds from sales of real estate:
Continuing operations
Discontinued operations
Collection (issuance) of loans receivable
Restricted escrow deposits for Section 1031 tax-deferred exchanges
and pending acquisitions
Net cash used in investing activities
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 (decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
2014
2013
2012
$
271,940
$
246,283
$
159,152
374,661
(2,800 )
11,959
(6,848 )
(12,891 )
8,335
(39,205 )
4,126
427
820
306,769
(65,670 )
20,785
(5,554 )
(9,481 )
9,364
-
290
5,599
597
147,515
(17,257 )
10,001
(4,199 )
(665 )
6,849
-
3,639
12,677
-
(4,311 )
21,479
627,692
(2,922 )
12,846
518,906
573
8,184
326,469
(1,228,243 )
(6,032 )
(1,429,483 )
(8,507 )
(1,015,725 )
(6,554 )
88,688
6,918
350
8
126,785
(10,656 )
23
50,563
(34,876 )
(36,540 )
(1,174,859 )
(10,158 )
(1,332,011 )
(1,805 )
(1,008,374 )
(479,256 )
(38,300 )
1,672,321
(1,577,321 )
598,594
-
(85,208 )
-
-
-
528,615
-
(220,000 )
(1,844 )
(5,505 )
158,462
(9,796 )
540,762
(6,405 )
10,257
3,852
$
(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
$
For supplemental disclosures, see note 16.
The accompanying notes to consolidated financial statements are an integral part of these statements.
25
REALTY INCOME CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2014, 2013 and 2012
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, 2014, we owned 4,327 properties, located in 49 states and Puerto Rico, containing over
70.7 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. 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, 2014, 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 2014 but before August 28, 2017, in which case we would
be required to pay corporate level tax with respect to the built-in gains on these properties as described above.
26
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 and convertible common units, 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.
2014
2013
2012
Weighted average shares used for the basic net income
per share computation
Incremental shares from share-based compensation
Weighted average partnership common units convertible
to common shares that were dilutive
Weighted average shares used for diluted net
income per share computation
Unvested shares from share-based compensation that
218,390,885
59,978
191,754,857
26,765
132,817,472
67,461
317,022
-
-
218,767,885
191,781,622
132,884,933
were anti-dilutive
51,749
59,629
17,570
Weighted average partnership common units convertible
to common shares that were anti-dilutive
523,847
851,568
-
Discontinued Operations. In April 2014, the Financial Accounting Standards Board, or FASB, issued
Accounting Standards Update (ASU) 2014-08, which amends Topic 205, Presentation of Financial Statements,
and Topic 360, Property, Plant, and Equipment. The amendments in this ASU changed the definition of
discontinued operations by limiting discontinued operations reporting to disposals of components of an entity
that represent strategic shifts that have, or will have, a major effect on an entity’s operations and financial
results. ASU 2014-08 is effective, on a prospective basis, for all disposals or classifications as held for sale of
components of an entity that occur within interim and annual periods beginning after December 15, 2014;
however, we chose to early adopt ASU 2014-08 beginning with the three-month period ended March 31, 2014.
Starting with the first quarter of 2014, the results of operations for all qualifying disposals and properties
classified as held for sale that were not previously reported in discontinued operations in our 2013 Annual
Report on Form 10-K are presented within income from continuing operations on our consolidated statements of
income. Prior to the date of adoption of ASU 2014-08, we reported, in discontinued operations, the results of
operations of properties that had either been disposed of or classified as held for sale in financial statements
issued.
Operations from eight properties were classified as held for sale at December 31, 2014, and are included in
income from continuing operations. 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 properties, or repaid as a result of our property sales.
27
The following is a summary of income from discontinued operations on our consolidated statements of income
(dollars in thousands):
Income from discontinued operations
Gain on sales of real estate
Rental revenue
Tenant reimbursements
Other revenue
Depreciation and amortization
Property expenses (including reimbursable)
Provisions for impairment
Crest's income (loss) from discontinued operations
Income from discontinued operations
Per common share, basic and diluted
2014
2,883
112
1
-
-
(184 )
(510 )
498
2,800
0.01
$
$
$
2013
64,743
5,475
146
419
(1,569 )
(916 )
(2,738 )
110
65,670
0.34
$
$
$
2012
9,873
14,615
379
282
(3,724 )
(2,529 )
(1,500 )
(139 )
17,257
0.13
$
$
$
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 $765,000 at December 31, 2014 and $498,000 at December 31, 2013.
Other revenue, which comprises property-related revenue not included in rental revenue or tenant
reimbursements, was $2.9 million in 2014, $7.0 million in 2013 and $2.9 million in 2012.
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
note 11). 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 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
28
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 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.
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.
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.
If a lease was 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.
29
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
Acquired in-place leases
25 years or 35 years
4 to 15 years
The shorter of the term of the related lease or useful life
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 2014, Realty Income recorded total provisions for impairment of $4.6 million. Provisions for impairment of
$4.1 million are included in income from continuing operations on eight sold properties and three properties
classified as held for sale in the following industries: one in the consumer electronics industry, one in the
convenience stores industry, one in the home furnishings industry, two in the home improvement industry, and
six in the restaurant-casual dining industry. These properties were not previously classified as held for sale in
financial statements issued prior to the date of adoption of ASU 2014-08; accordingly, these provisions for
impairment are included in income from continuing operations on our consolidated statements of income.
Additionally, a provision for impairment of $510,000 is included in income from discontinued operations on one
sold property in the grocery store industry that was classified as held for sale as of December 31, 2013.
In 2013, Realty Income recorded total provisions for impairment of $3.0 million. Realty Income recorded
provisions for impairment of $2.7 million in income from discontinued operations on seven sold properties in the
following industries: one in the automotive parts 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. Except
for a provision for impairment of $290,000 that was recorded in income from continuing operations for one
property in the auto service industry that was not previously classified as held for sale as of December 31, 2013,
the remaining provisions for impairment are included in income from discontinued operations on our
consolidated statement of income.
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. Realty Income recorded
provisions for impairment of $1.5 million on six sold 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 stores industry, and one in the home improvement industry. Except
for a provisions for impairment of $3.6 million that was recorded in income from continuing operations on four
properties in the restaurant-casual industry that were not previously classified as held for sale as of December
31, 2013, the remaining provisions for impairment are included in income from discontinued operations on our
consolidated statement of income.
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.
30
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 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 2014, 2013 and
2012, 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 2014, 2013 or 2012.
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. 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 11) 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. Certain of the 2013 and 2012 balances for properties classified as held for sale at December
31, 2013 have been reclassified to continuing operations as a result of changes in classification to held for
investment.
Revisions. We previously reported certain operating activities of our wholly owned taxable REIT subsidiary,
Crest Net Lease, Inc., or Crest, as discontinued operations. We have revised the 2013 amounts to report those
activities in continuing operations. Subsequent to the revision, results of operations for Crest properties that
were disposed of or classified as held for sale as of December 31, 2013, continue to be reported in discontinued
operations.
3.
Supplemental Detail for Certain Components of Consolidated Balance Sheets
A. 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
December 31,
2014
$ 1,005,244
(177,722 )
252,581
(40,379 )
$
December 31,
2013
843,616
(95,084 )
207,641
(20,714 )
$ 1,039,724
$
935,459
31
B. Other assets, net, consist of the following (dollars in thousands) at:
Restricted escrow deposits
Deferred financing costs, net
Notes receivable issued in connection with property sales
Prepaid expenses
Impounds related to mortgages payable
Credit facility origination costs, net
Corporate assets, net
Loans receivable
Other items
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 - 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
Capital lease obligation
4.
Investments in Real Estate
$
December 31,
2014
36,540
23,274
18,342
14,137
5,789
4,171
2,600
-
2,797
107,650
$
$
December 31,
2013
10,158
21,323
19,078
11,674
5,555
7,146
1,259
48,844
2,096
127,133
$
December 31,
2014
41,268
2,257
150
$
$
43,675
December 31,
2013
37,797
3,494
161
$
$
41,452
$
December 31,
2014
63,919
18,011
3,024
38,333
123,287
$
$
December 31,
2014
243,025
(22,556 )
220,469
$
$
December 31,
2014
36,122
6,750
5,876
4,397
53,145
$
$
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
$
We acquire land, buildings and improvements necessary for the successful operations of commercial tenants.
A. 2014 and 2013 Acquisitions
During 2014, we invested $1.4 billion in 506 new properties and properties under development or expansion
with an initial weighted average contractual lease rate of 7.1%. The 506 new properties and properties under
development or expansion are located in 42 states, will contain approximately 9.8 million leasable square feet,
and are 100% leased with a weighted average lease term of 12.8 years. The tenants occupying the new
properties operate in 32 industries and the property types consist of 85.7% retail, 6.6% industrial and
distribution, 6.4% office, and 1.3% manufacturing, based on rental revenue. None of our investments during
2014 caused any one tenant to be 10% or more of our total assets at December 31, 2014.
32
The $1.4 billion invested during 2014 was allocated as follows: $295.6 million to land, $984.1 million to buildings
and improvements, $209.4 million to intangible assets related to leases, $901,000 to other assets, net, and
$87.4 million to intangible liabilities related to leases and other assumed liabilities. We also recorded mortgage
premiums of $604,000 associated with the mortgages acquired. There was no contingent consideration
associated with these acquisitions.
The properties acquired during 2014 generated total revenues of $75.1 million and income from continuing
operations of $27.8 million.
The purchase price allocation for $147.1 million of the $1.4 billion invested by us in 2014 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 2015. In 2014, we finalized the purchase price allocations for $120.8 million invested in the second
half of 2013. There were no material changes to our consolidated balance sheets or income statements as a
result of these purchase price allocation adjustments.
In comparison, during 2013, Realty Income invested $1.51 billion in 459 new properties and properties under
development or expansion (in addition to our acquisition of American Realty Capital Trust, Inc. or ARCT, which
is discussed below), with an initial weighted average contractual lease rate of 7.1%. The 459 properties and
properties under development or expansion are located in 40 states, will contain over 9.0 million leasable
square feet, and are 100% leased with an average lease term of 14.0 years. The tenants occupying the new
properties operated in 23 industries and the property types consisted 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 ARCT, which added 515 properties to our real estate portfolio during the first
quarter of 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.
These merger related transaction costs included, but were not limited to, advisor fees, legal fees, accounting
fees, printing fees and transfer taxes.
Our combined total investment in real estate assets, including the ARCT acquisition, during 2013 was $4.67
billion.
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 and assumed liabilities related to leases. 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 during 2013.
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.
33
In the case of a property under development or expansion, the contractual lease rate is generally fixed such that
rent varies based on the actual total investment in order to provide a fixed rate of return. When the lease does
not provide for a fixed rate of return on a property under development or expansion, the estimated initial
weighted average contractual lease rate is computed as follows: estimated net operating income (determined by
the lease) for the first full year of each lease, divided by our projected total investment in the property, including
land, construction and capitalized interest costs. Of the $1.4 billion we invested during 2014, $81.9 million was
invested in 40 properties under development or expansion with an estimated initial weighted average
contractual lease rate of 8.4%. 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 $453,000 and $2.1 million, respectively,
were recorded to general and administrative expense on our consolidated statements of income for 2014 and
2013.
C. Investments in Existing Properties
During 2014, we capitalized costs of $6.0 million on existing properties in our portfolio, consisting of $821,000
for re-leasing costs and $5.2 million for building and tenant improvements. 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.
D. Properties with Existing Leases
Of the $1.4 billion we invested during 2014, approximately $957.4 million was used to acquire 201 properties
with existing leases. In comparison, of the $4.67 billion we invested during 2013, approximately $4.32 billion
was used to acquire 799 properties with existing leases. The value of the in-place and above-market leases is
recorded to acquired lease intangible assets, net on our consolidated balance sheets, and the value of the
below-market leases is recorded to acquired lease intangible liabilities, net on our consolidated balance sheets.
The values recorded to all of these intangible values for properties acquired during the fourth quarter of 2014
are based on a preliminary measurement of fair value that is subject to change.
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 2014, 2013, and 2012, were $83.6 million, $65.5 million
and $15.6 million, respectively.
The values of the above-market and below-market leases are amortized over the term of the respective leases
as an adjustment to rental revenue on our consolidated statements of income. The amounts amortized as a net
decrease to rental revenue for capitalized above-market and below-market leases for 2014, 2013 and 2012
were $8.0 million, $8.2 million, and $1.8 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
increase (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 held for investment at December 31, 2014 (in thousands):
2015
2016
2017
2018
2019
Thereafter
Totals
34
$
Net increase
(decrease) to
rental revenue
(6,717 )
(6,729 )
(6,674 )
(6,414 )
(5,428 )
41,538
$
Increase to
amortization
expense
85,593
85,221
84,022
81,577
71,519
418,828
$
9,576
$
826,760
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
$
$
5.
Credit Facility
Total
revenue
848.6
772.6
Income from
continuing
operations
223.3
212.8
$
$
We have a $1.5 billion unsecured acquisition credit facility with an initial term that 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, 2014, credit facility origination costs of $4.2 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, 2014, we had a borrowing capacity of $1.28 billion available on our credit facility (subject to
customary conditions to borrowing) and an outstanding balance of $223.0 million, as compared to an
outstanding balance of $128.0 million at December 31, 2013.
The weighted average interest rate on outstanding borrowings under our credit facilities was 1.2% during 2014,
1.3% during 2013, and was 1.6% during 2012. At December 31, 2014, 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,
and at December 31, 2014, we remain in compliance with these covenants.
6. Mortgages Payable
During 2014, we made $85.2 million in principal payments, including the repayment of six mortgages in full for
$77.8 million. Additionally, during 2014 we assumed mortgages totaling $166.7 million, excluding net premiums.
The mortgages are secured by the properties on which the debt was placed. Approximately $152.0 million is
considered non-recourse with limited customary exceptions for items such as solvency, bankruptcy,
misrepresentation, fraud, misapplication of payments, environmental liabilities, failure to pay taxes, insurance
premiums, liens on the property, violations of the single purpose entity requirements, and uninsured losses. The
remaining $14.7 million, representing two mortgages, has partial recourse to us in the aggregate amount of
$3.2 million; the remaining balance of $11.5 million is non-recourse and includes the same customary
exceptions described in the preceding sentence. We expect to pay off the mortgages as soon as prepayment
penalties make it economically feasible to do so.
During 2014, aggregate net premiums totaling $604,000 were recorded upon assumption of the mortgages for
above-market interest rates, as compared to net premiums totaling $28.4 million recorded in 2013. 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.
35
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, 2014,
we remain in compliance with these covenants.
We did not incur any deferred financing costs on our mortgages assumed in 2014, incurred $211,000 of
deferred financing costs in 2013, and incurred $1.1 million in 2012. The balance of our deferred financing costs,
which are classified as part of other assets, net, on our consolidated balance sheets, was $827,000 at
December 31, 2014 and $1.2 million at December 31, 2013, 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, 2014 and 2013, respectively
(dollars in thousands):
As Of
12/31/14
12/31/13
Number of
Properties(1)
241
227
Weighted
Weighted Weighted
Average
Average
Effective Remaining
Interest Years Until
Maturity
3.7
4.3
Average
Stated
Interest
Rate(2)
5.0%
5.3%
Rate(3)
4.0%
3.9%
Remaining
Principal
Balance
$ 836,011
$ 754,508
Unamortized
Premium
Balance, net
16,564
28,852
$
$
Mortgage
Payable
Balance
852,575
783,360
$
$
(1) At December 31, 2014, there were 57 mortgages on the 241 properties, while at December 31, 2013, there were 47 mortgages on the
227 properties. The mortgages require monthly payments, with principal payments due at maturity. The mortgages are at fixed interest
rates, except for five mortgages on 14 properties totaling $74.5 million at December 31, 2014, including net unamortized discounts. At
December 31, 2013, two mortgages totaling $31.1 million, including net unamortized discounts, were at variable interest rates. All of
these variable rate mortgages were acquired with arrangements which limit our exposure to interest rate risk.
(2) Stated interest rates ranged from 2.0% to 6.9% at December 31, 2014, while stated interest rates ranged from 2.5% to 6.9% at
December 31, 2013.
(3) Effective interest rates range from 2.2% to 9.0% at December 31, 2014, while effective interest rates ranged from 2.4% to 9.2% at
December 31, 2013.
The following table summarizes the maturity of mortgages payable, excluding net premiums of $16.6 million, as
of December 31, 2014 (dollars in millions):
Year of
Maturity
2015
2016
2017
2018
2019
Thereafter
Totals
7.
Term Loan
$
$
119.7
248.4
142.5
15.1
26.0
284.3
836.0
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 swap which essentially
fixes our per annum interest rate on the term loan at 2.15%. As a result of entering into our term loan, we
incurred deferred financing costs of $303,000 in 2013, which are being amortized over the remaining term of the
term loan. The net balance of these deferred financing costs was $187,000 at December 31, 2014, and
$248,000 at December 31, 2013, which are included in other assets, net on our consolidated balance sheets.
36
8.
Notes Payable
A. General
Our senior unsecured notes and bonds consisted of the following, 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
3.875% notes, issued in June 2014 and due in July 2024
4.125% notes, issued in September 2014 and due in October 2026
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,
2014
150
275
175
350
550
250
450
750
350
250
250
3,800
(15)
3,785
$
$
December 31,
2013
150
275
175
350
550
250
450
750
-
-
250
3,200
(15 )
3,185
$
$
The following table summarizes the maturity of our notes and bonds payable as of December 31, 2014,
excluding unamortized original issuance discounts (dollars in millions):
Year of Maturity
2015
2016
2017
2018
2019
Thereafter
Totals
Notes and
Bonds
150
275
175
350
550
2,300
3,800
$
$
As of December 31, 2014, the weighted average interest rate on our notes and bonds payable was 4.8% and
the weighted average remaining years until maturity was 7.2 years.
Interest incurred on all of the notes and bonds was $166.5 million for 2014, $138.9 million for 2013 and
$110.4 million for 2012. 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 than 150% of our outstanding unsecured
debt. At December 31, 2014, we remain in compliance with these covenants.
B. Note Issuances
In September 2014, we issued $250 million of 4.125% senior unsecured notes due October 2026, or the 2026
Notes. The price to the investors for the 2026 Notes was 99.499% of the principal amount for an effective yield
of 4.178% per annum. A portion of the total net proceeds of approximately $246.4 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.
37
In June 2014, we issued $350 million of 3.875% senior unsecured notes due July 2024, or the 2024 Notes. The
price to the investors for the 2024 Notes was 99.956% of the principal amount for an effective yield of 3.88% per
annum. The total net proceeds of approximately $346.7 million from this offering were used to repay a portion
of the outstanding borrowings under our acquisition credit facility.
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.
C. Note Repayment
In March 2013, we repaid $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.
9.
Issuance and Redemption of Preferred Stock
A.
In 2006, we issued 8,800,000 shares of 6.75% Monthly Income Class E Cumulative Redeemable
Preferred Stock, or Class E preferred stock, at a price of $25.00 per share. In October 2014, we redeemed all of
the 8,800,000 shares of our Class E preferred stock for $25.00 per share, plus accrued dividends. We incurred
a charge of $6.0 million, representing the Class E preferred stock original issuance costs that we paid in 2006.
In February 2012, we issued 14,950,000 shares of our 6.625% Monthly Income Class F Cumulative
B.
Redeemable Preferred Stock, or Class F preferred stock, at a price of $25.00 per share, including 1,950,000
shares purchased by the underwriters upon the exercise of their overallotment option. In April 2012, we issued
an additional 1,400,000 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.
C. We redeemed all of the 5,100,000 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.
10.
Issuance of Common Stock
In April 2014, we issued 13,800,000 shares of common stock, including 1,800,000 shares purchased by the
underwriters upon the exercise of their option to purchase additional shares. After underwriting discounts and
other offering costs of $22.8 million, the net proceeds of $528.6 million were used to repay borrowings under our
acquisition credit facility.
In October 2013, we issued 9,775,000 shares of common stock, 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.
38
In March 2013, we issued 17,250,000 shares of common stock, including 2,250,000 shares purchased by the
underwriters upon the exercise of their option to purchase additional shares. 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 we received 208,709 shares of our common stock that were
previously held by ARCT. The total value of the 45,573,144 common shares was approximately $2 billion.
11. Noncontrolling Interests
In January 2013, we completed our acquisition of ARCT. Equity issued as consideration for this transaction
included common and preferred partnership units issued by Tau Operating Partnership, L.P., or Tau Operating
Partnership, the consolidated subsidiary which owns properties acquired through the ARCT acquisition. Realty
Income and its subsidiaries hold a 99.3% interest in Tau Operating Partnership, and consolidate the entity.
In June 2013, we completed the acquisition of a portfolio of properties by issuing common partnership units in a
newly formed entity, Realty Income, L.P. The units were issued as consideration for the acquisition. At
December 31, 2014, the remaining units represent a 2.1% ownership in Realty Income, L.P. Realty Income
holds the remaining 97.9% interests in this entity, and consolidates the entity.
A.
Neither of the common partnership units has voting rights. Both common partnership units 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 through
December 31, 2014 (dollars in thousands):
Carrying value at December 31, 2013
Reallocation of equity
Redemptions
Distributions
Allocation of net income
Carrying value at December 31, 2014
Fair value of units issued during 2013
Distributions
Allocation of net income
Carrying value at December 31, 2013
Tau Operating
Partnership units(1)
13,489
-
-
(695 )
273
13,067
Tau Operating
Partnership units(1)
13,962
(691 )
218
13,489
$
$
$
$
Realty Income, L.P.
units(2)
22,422
(6,647 )
(1,032 )
(1,144 )
1,032
14,631
Realty Income, L.P.
units(2)
22,601
(680 )
501
22,422
$
$
$
$
Total
35,911
(6,647 )
(1,032 )
(1,839 )
1,305
27,698
Total
36,563
(1,371 )
719
35,911
$
$
$
$
(1)317,022 Tau Operating Partnership units were issued on January 22, 2013 and remained outstanding as of December 31, 2014 and
2013.
(2)534,546 Realty Income, L.P. units were issued on June 27, 2013 and outstanding as of December 31, 2013, and 499,546 units
remain outstanding as of December 31, 2014.
During 2014 we recorded an equity reclassification adjustment of $6.6 million between noncontrolling interests
and additional paid in capital to adjust the carrying value of the Realty Income, L.P. noncontrolling interests to
be in-line with their equity ownership interest in the entity.
39
The Tau Operating Partnership preferred units were recorded at fair value as of the date of acquisition.
B.
Since they are redeemable at a fixed price on a determinable date, we have classified them in other liabilities on
our consolidated balance sheets. 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, 2014 and 2013, the preferred units have a
carrying value of $6.75 million.
12. 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:
Month
January
February
March
April
May
June
July
August
September
October
November
December
Total
$
2014
0.1821667
0.1821667
0.1821667
0.1824792
0.1824792
0.1824792
0.1827917
0.1827917
0.1827917
0.1831042
0.1831042
0.1831042
$
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
$
2.1916254
$
2.1474587
$
1.7716250
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
2014
1.6483522
0.5432732
2.1916254
$
$
2013
1.3153791
0.8320796
2.1474587
$
$
2012
1.3367481
0.4348769
1.7716250
$
$
At December 31, 2014, a distribution of $0.1834167 per common share was payable and was paid in January
2015. At December 31, 2013, a distribution of $0.1821667 per common share was payable and was paid in
January 2014.
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. For 2012, dividends paid per share in the amount of $0.3841147
were characterized as ordinary income for federal income tax purposes.
Class E Preferred Stock
C.
Prior to the redemption of the Class E preferred stock in October 2014, dividends of $0.140625 per share were
paid monthly in arrears on the Class E preferred stock. We paid distributions to holders of our Class E preferred
stock totaling $12.7 million in 2014, and $14.9 million in 2013 and 2012. For 2014, dividends paid per share in
the amount of $1.4484375 were characterized as ordinary income for federal income tax purposes, while in
2013 and 2012, dividends paid per share in the amount of $1.6875 were characterized as ordinary income for
federal income tax purposes.
40
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 2014 and 2013 and $22.6 million in
2012. For 2014 and 2013, dividends paid per share of $1.656252 were characterized as ordinary income for
federal income tax purposes. In 2012, dividends paid per share of $1.4124147 were characterized as ordinary
income for federal income tax purposes. At December 31, 2014, a monthly dividend of $0.138021 per share
was payable and was paid in January 2015. We are current in our obligations to pay dividends on our Class F
preferred stock.
13. Operating Leases
At December 31, 2014, we owned 4,327 properties in 49 states and Puerto Rico, plus an additional two
A.
properties owned by Crest. Of the 4,327 properties, 4,308, or 99.6%, are single-tenant properties, and the
remaining 19 are multi-tenant properties. At December 31, 2014, 70 properties were available for lease or sale.
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 $3.6 million for 2014,
$2.9 million for 2013 and $2.1 million for 2012, including amounts recorded to discontinued operations of
$35,000 in 2014, $104,000 in 2013 and $163,000 in 2012.
At December 31, 2014, minimum future annual rents to be received on the operating leases for the next five
years and thereafter are as follows (dollars in thousands):
2015
2016
2017
2018
2019
Thereafter
Total
$
$
929,507
917,651
898,584
873,474
817,658
5,376,267
9,813,141
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, 2014, 2013 or 2012.
14. Gain on Sales of Investment Properties
During 2014, we sold 46 investment properties for $107.2 million, which resulted in a gain of $42.1 million. Only
the results of operations specifically related to the properties classified as held for sale at December 31, 2013
and sold during the year have been reclassified as discontinued operations.
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.
Crest sold one property for $820,000 and one property for $597,000 during 2014 and 2013, respectively.
Neither of these sales resulted in a gain. The results of operations for these properties have been reclassified as
discontinued operations. During 2012, Crest did not sell any properties.
41
15. 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, line 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 property sales, mortgages
payable and our senior notes and bonds payable, which are disclosed below (dollars in millions):
At December 31, 2014
Notes receivable issued in connection with property sales
Mortgages payable assumed in connection with acquisitions
Notes and bonds payable, net of unamortized original issuance discounts
$
At December 31, 2013
Notes receivable issued in connection with property sales
Mortgages payable assumed in connection with acquisitions
Notes and bonds payable, net of unamortized original issuance discounts
$
Carrying value per
balance sheet
18.3
852.6
3,785.4
Carrying value per
balance sheet
19.1
783.4
3,185.5
$
$
Estimated fair
value
20.1
857.9
4,092.8
Estimated fair
value
21.1
780.0
3,340.7
The estimated fair values of our notes receivable issued in connection with property sales 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 are based upon indicative market prices and
recent trading activity of our senior notes and bonds payable. Because this methodology includes inputs that are
less observable by the public and are not necessarily reflected in active markets, the measurement of the
estimated fair values, related to our notes and bonds payable, is categorized as level two on the three-level
valuation hierarchy.
16. Supplemental Disclosures of Cash Flow Information
Cash paid for interest was $207.3 million in 2014, $166.1 million in 2013, and $112.5 million in 2012.
Interest capitalized to properties under development was $444,000 in 2014, $537,000 in 2013, and $498,000 in
2012.
Cash paid for income taxes was $3.7 million in 2014, $2.1 million in 2013, and $1.0 million in 2012.
The following non-cash activities are included in the accompanying consolidated financial statements:
A. See “Provisions for Impairment” in note 2 for a discussion of provisions for impairments recorded by Realty
Income and Crest.
B. See note 9 for a discussion of the excess of redemption value over carrying value of preferred shares subject
to redemption charges recorded by Realty Income during 2014 and 2012.
42
C. During 2014, we assumed mortgages payable to third-party lenders of $166.7 million, recorded $604,000 of
net premiums, and recorded $901,000 of interest rate swap value to other assets, net, related to property
acquisitions. During 2013, we assumed mortgages payable (excluding the mortgages payable discussed in
items D and E) of $81.3 million to third-party lenders and recorded $6.1 million of net premiums related to
property acquisitions.
D. 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.
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.
F. During 2014, we applied $48.9 million of loans receivable to the purchase price of five acquired properties.
G. During 2014, we acquired real estate for $11.6 million via exchanges of our properties. During 2013, we
acquired real estate for $7.4 million via exchanges of our properties.
H. During 2013, we recorded receivables of $1.9 million for the taking of two investment properties as a result of
an eminent domain action. The remaining balance of $1.1 million on these receivables is included in other
assets, net, on our consolidated balance sheet at December 31, 2014.
I. Accrued costs on properties under development resulted in an increase in buildings and improvements and
accounts payable of $4.0 million, $5.5 million and $3.8 million at December 31, 2014, 2013 and 2012,
respectively.
17. 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 each of our employee's salary deferrals up to the first 6% of the employee's eligible
compensation. Our aggregate matching contributions each year have been immaterial to our results of
operations.
18. 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 $12.0 million during 2014, $20.8 million during 2013, and $10.0 million
during 2012.
43
A. Restricted Stock
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.
2014
2013
2012
Number of
shares
Weighted
average
price(1)
Number of
shares
Weighted
average
price(1)
Number of
shares
Weighted
average
price(1)
722,263 $
262,655 $
(440,348 ) $
(17,394 ) $
23.37
39.87
36.88
39.07
$
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
Outstanding nonvested
shares, beginning of year
Shares granted
Shares vested
Shares forfeited
Outstanding nonvested
shares, end of each period
527,176 $
29.02
722,263
$
23.37
895,550 $
19.94
(1) Grant date fair value.
During 2014, we issued 262,655 shares of common stock under the 2012 Plan. These 262,655 shares vest over
the following service periods: 34,896 vested immediately, 8,000 vest over a service period of two years, 8,000
vest over a service period of three years, 30,535 shares vest over a service period of four years, and 181,224
vest over a service period of five years. Additionally, during 2013, 51,454 shares of performance-based
common stock was granted, of which 12,864 shares vested at the end of both 2013 and 2014 based on the
achievement of certain performance metrics, and of which 12,864 may vest at the end of 2015 and 2016, if
certain performance metrics are reached.
The vesting schedule for shares granted to non-employee directors is as follows:
(cid:16)(cid:3) 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;
(cid:16)(cid:3) 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;
(cid:16)(cid:3) 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
(cid:16)(cid:3) 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.
For shares granted prior to December 2014, the typical vesting schedule for shares granted to employees was
as follows:
(cid:16)(cid:3) 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;
(cid:16)(cid:3) For employees age 56 at the grant date, shares vest in 25% increments on each of the first four
anniversaries of the grant date;
(cid:16)(cid:3) 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;
(cid:16)(cid:3) For employees age 58 at the grant date, shares vest in 50% increments on each of the first two
anniversaries of the grant date;
(cid:16)(cid:3) For employees age 59 at the grant date, shares are 100% vested on the first anniversary of the grant date;
and
(cid:16)(cid:3) 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.
As of December 31, 2014, the remaining unamortized share-based compensation expense totaled $15.2 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
44
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 compensation expense related to dividends paid in 2014, 2013 or 2012.
As of December 31, 2014 and 2013, there were no remaining common stock options outstanding for any of the
periods presented.
B. Performance Shares
During 2014, we granted performance share awards, as well as dividend equivalent rights. Eighty percent
(80%) of the total award value is market-based and subject to two Total Shareholder Return (“TSR”) market
measures: 60% relative to the MSCI US REIT Index and 20% relative to the NAREIT Freestanding Index. The
remaining 20% is performance-based, and will vest based on our debt-to-EBITDA ratio achieved during the
performance period. The number of performance shares that vest based on the achievement of the
performance goals will vest 50% on January 1, 2017 and 50% on January 1, 2018, subject to continued
employment.
During 2014, 71,705 performance shares, with an estimated fair value of $3.0 million and an average grant date
fair value of $41.46, were granted to our executive officers. The performance period for these awards began on
January 1, 2014 and will end on December 31, 2016. The fair value of the market-based awards was estimated
on the date of grant using a Monte Carlo Simulation model.
As of December 31, 2014, the remaining share-based compensation expense related to the performance shares
totaled $1.9 million. The portion related to the market-based awards is being recognized on a straight-line basis
over the service period, and the portion related to the performance-based awards is being recognized on a
tranche-by-tranche basis over the service period.
19. 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 2014, we issued 3,527,166 shares and raised
approximately $158.5 million under the DRSPP. During 2013, 1,449,139 shares and raised approximately
$55.6 million under the DRSPP. During 2012, we issued 55,598 shares and raised approximately $2.2 million
under the DRSPP. From the inception of the DRSPP through December 31, 2014, we have issued 5,091,508
shares and raised approximately $218.6 million.
In 2013, we revised our DRSPP to pay for a majority of the plan-related fees, which were previously paid by
investors, and 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 2014, we issued 3,330,556
shares and raised $150.0 million under the waiver approval process. In 2013, we issued 1,308,490 shares and
raised $50.0 million under the waiver approval process. These shares are included in the total 2014 and 2013
activity noted in the preceding paragraph.
20. 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.
45
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, 2014 (dollars in thousands):
Assets, as of December 31:
Segment net real estate:
2014
2013
Apparel
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
Home improvement
Restaurants-casual dining
Restaurants-quick service
Sporting goods
Theaters
Transportation services
Wholesale club
28 other non-reportable segments
Total segment net real estate
Intangible assets:
Apparel
Automotive service
Automotive tire services
Beverages
Convenience stores
Dollar stores
Drug stores
Financial services
Food processing
Grocery stores
Health and fitness
Health care
Home improvement
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
46
$
188,387
120,383
254,857
302,001
54,523
752,047
1,165,560
1,036,697
262,095
133,248
338,624
546,583
227,084
226,577
450,337
336,753
136,110
375,982
661,053
465,569
1,747,070
9,781,540
52,680
2,909
14,871
2,797
17,535
58,691
194,905
39,564
22,922
46,729
66,460
35,017
35,726
10,649
16,415
12,311
21,601
101,040
39,707
247,195
452
865
5,095
2,023
2,279
1,085
3,671
175,888
$
114,126
118,144
258,660
306,278
56,599
766,472
825,729
943,401
252,987
138,000
280,047
493,981
228,491
121,318
473,527
312,474
94,771
367,830
623,541
455,875
1,564,358
8,796,609
37,553
3,248
15,770
3,055
13,342
50,209
180,506
40,112
25,297
22,073
53,703
38,465
18,039
11,906
17,936
10,984
23,600
107,296
33,221
229,144
454
865
5,141
2,031
2,328
1,131
3,710
176,713
$ 11,012,622
$
9,924,441
Revenue for the years ended December 31,
Segment rental revenue:
2014
2013
2012
Apparel
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
Home improvement
Restaurants-casual dining
Restaurants-quick service
Sporting goods
Theaters
Transportation services
Wholesale club
28 other non-reportable segments
Total rental revenue
Tenant reimbursements
Other revenue
Total revenue
$ 17,966
16,491
28,136
25,147
20,022
89,754
85,049
84,624
16,828
12,042
26,979
62,086
16,039
15,552
38,589
33,389
15,023
47,102
46,287
36,588
159,764
893,457
37,118
2,930
$ 933,505
$ 14,142
15,603
26,917
24,848
20,717
83,973
46,742
60,529
14,904
11,151
22,031
46,979
14,358
11,210
38,261
32,340
12,875
46,122
40,552
29,448
134,516
748,218
24,944
7,047
$ 780,209
$
8,023
14,563
22,593
24,553
20,656
76,309
10,583
16,376
2,889
6,213
17,456
32,782
428
6,623
33,155
26,848
11,798
45,073
11,516
15,217
63,366
467,020
14,619
2,942
$ 484,581
21. 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, 2014, we had contingent obligations of $735,000 for tenant improvements and leasing costs.
In addition, as of December 31, 2014, we had committed $33.6 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, 2014, minimum future rental payments for the next five years and thereafter are as follows
(dollars in millions):
Ground Leases
Paid by
Realty Income (1)
1.0
1.0
1.0
1.0
0.9
8.4
13.3
$
$
Ground Leases
Paid by
Our Tenants (2)
12.7
12.7
12.8
12.8
12.7
131.9
195.6
$
$
$
$
Total
13.7
13.7
13.8
13.8
13.6
140.3
208.9
2015
2016
2017
2018
2019
Thereafter
Total
(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.
47
22. Subsequent Events
In January 2015 and February 2015, we declared the following dividends, which will be paid in February 2015
and March 2015, respectively:
-
-
$0.189 per share to our common stockholders and
$0.138021 per share to our Class F preferred stockholders.
In January 2015, we redeemed all 6,750 Tau Operating Partnership preferred units for $1,000 per unit, plus
accrued and unpaid dividends.
48
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)
2014 (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
Basic
Diluted
Dividends paid per common share
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
Basic
Diluted
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Year (2)
$
221,572 $
228,646 $
89,970
51,720
26,237
54,916
3,077
57,993
47,179
92,894
52,712
22,783
62,221
20
62,241
51,420
235,713 $
95,260
52,814
24,987
73,627
-
73,627
57,941
247,573 $
96,537
59,120
38,536
78,374
(297 )
78,077
71,018
933,505
374,661
216,366
112,543
269,140
2,800
271,940
227,558
0.23
0.23
0.5465001
0.23
0.23
0.5474376
0.26
0.26
0.5483751
0.32
0.32
0.5493126
1.04
1.04
2.1916254
$
175,522 $
186,443 $
66,749
41,599
33,807
33,367
39,859
73,226
62,735
0.37
0.36
73,906
39,232
21,361
51,944
4,572
56,516
45,957
0.23
0.23
202,081 $
80,822
49,836
25,915
45,508
6,399
51,907
41,089
216,163 $
85,293
50,775
30,301
49,794
14,840
64,634
53,854
780,209
306,769
181,442
111,385
180,613
65,670
246,283
203,634
0.21
0.21
0.26
0.26
1.06
1.06
Dividends paid per common share
0.5135834
0.5436876
0.5446251
0.5455626
2.1474587
(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.
49
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, 2014 and 2013, and the related consolidated statements of income, equity, and cash flows
for each of the years in the three-year period ended December 31, 2014. 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, 2014 and 2013, and the
results of their operations and their cash flows for each of the years in the three-year period ended
December 31, 2014, in conformity with U.S. generally accepted accounting principles.
As discussed in note 2 to the consolidated financial statements, Realty Income Corporation changed its method
for reporting discontinued operations in 2014 due to the adoption of FASB Accounting Standards Update No.
2014-08.
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, 2014,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 18, 2015
expressed an unqualified opinion on the effectiveness of Realty Income Corporation’s internal control over
financial reporting.
San Diego, California
February 18, 2015
50
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, 2014,
based on criteria established in Internal Control – Integrated Framework (2013) 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, 2014, based on Internal Control – Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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, 2014 and 2013, and the related consolidated statements of income, equity, and cash flows for
each of the years in the three-year period ended December 31, 2014, and our report dated February 18, 2015
expressed an unqualified opinion on those consolidated financial statements.
San Diego, California
February 18, 2015
51
REALTY INCOME CORPORATION AND SUBSIDIARIES
Business Description
THE COMPANY
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 property portfolio. We
have in-house acquisition, portfolio management, asset management, credit research, real estate research,
legal, finance and accounting, information technology, and capital markets capabilities. Over the past 46 years,
Realty Income has been acquiring and managing freestanding commercial properties that generate rental
revenue under long-term net lease agreements.
Realty Income (NYSE: O) was founded in 1969, and listed in 1994 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 earnings and distributions to stockholders, through active portfolio management, asset
management and the acquisition of additional properties.
Generally, our portfolio and asset management efforts seek to achieve:
(cid:120) Contractual rent increases on existing leases;
(cid:120) Rent increases at the termination of existing leases, when market conditions permit;
(cid:120) Active management of our property portfolio, including re-leasing vacant properties, and selectively selling
properties, thereby mitigating our exposure to certain tenants and markets;
(cid:120) Maximized asset-level returns on sold properties;
(cid:120) Optimized value on existing portfolio by enhancing individual properties, pursuing alternative uses, and
deriving ancillary revenue; and
Investment opportunities in new asset classes for the portfolio.
(cid:120)
At December 31, 2014, we owned a diversified portfolio:
(cid:120) Of 4,327 properties;
(cid:120) With an occupancy rate of 98.4%, or 4,257 properties leased and 70 properties available for lease;
(cid:120) Leased to 234 different commercial tenants doing business in 47 separate industries;
(cid:120) Located in 49 states and Puerto Rico;
(cid:120) With over 70.7 million square feet of leasable space; and
(cid:120) With an average leasable space per property of approximately 16,350 square feet, including approximately
11,290 square feet per retail property and 196,800 square feet per industrial and distribution property.
Of the 4,327 properties in the portfolio, 4,308, or 99.6%, are single-tenant properties, and the remaining
nineteen are multi-tenant properties. At December 31, 2014, of the 4,308 single-tenant properties, 4,238 were
leased with a weighted average remaining lease term (excluding rights to extend a lease at the option of the
tenant) of approximately 10.2 years.
Our nine senior officers owned 0.3% of our outstanding common stock with a market value of $31.1 million at
January 31, 2015. Our directors and nine senior officers, as a group, owned 0.4% of our outstanding common
stock with a market value of $46.4 million at January 31, 2015.
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 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, or the Class F preferred stock,
is listed on the NYSE under the ticker symbol “OprF” with a CUSIP number of 756109-807.
In January 2015, we had 125 employees, as compared to 116 employees in January 2014.
52
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 46-year policy of paying monthly dividends. In addition, we increased the dividend four
times during 2014, and two times during 2015. As of February 2015, we have paid 69 consecutive quarterly
dividend increases and increased the dividend 79 times since our listing on the NYSE in 1994.
2014 Dividend increases
1st increase
2nd increase
3rd increase
4th increase
2015 Dividend increases
1st increase
2nd increase
Month
Declared
Dec 2013
Mar 2014
Jun 2014
Sep 2014
Month
Paid
Jan 2014
Apr 2014
Jul 2014
Oct 2014
Dividend
per share
$ 0.1821667
0.1824792
0.1827917
0.1831042
Increase
per share
$ 0.0003125
0.0003125
0.0003125
0.0003125
Dec 2014
Jan 2015
Jan 2015
Feb 2015
$ 0.1834167
0.189
$ 0.0003125
0.0055833
The dividends paid per share during 2014 as compared to 2013 increased 2.1%. The 2014 dividends paid per
share totaled $2.1916254, as compared to $2.1474587 in 2013, an increase of $0.0441667.
The monthly dividend of $0.189 per share represents a current annualized dividend of $2.268 per share, and an
annualized dividend yield of approximately 4.2% based on the last reported sale price of our common stock on
the NYSE of $54.31 on January 31, 2015. 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.
Acquisitions during 2014
During 2014, we invested $1.4 billion in 506 new properties and properties under development or expansion,
with an initial weighted average contractual lease rate of 7.1%. The 506 new properties and properties under
development or expansion are located in 42 states, will contain approximately 9.8 million leasable square feet,
and are 100% leased with a weighted average lease term of 12.8 years. The tenants occupying the new
properties operate in 32 industries and the property types consist of 85.7% retail, 6.6% industrial and
distribution, 6.4% office, and 1.3% manufacturing, based on rental revenue. During 2014, none of our real
estate investments caused any one tenant to be 10.0% or more of our total assets at December 31, 2014.
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 contractual lease rate is generally fixed such that
rent varies based on the actual total investment in order to provide a fixed rate of return. When the lease does
not provide for a fixed rate of return on a property under development or expansion, the estimated initial
weighted average contractual lease rate is computed as follows: estimated net operating income (determined by
the lease) for the first full year of each lease, divided by our projected total investment in the property, including
land, construction and capitalized interest costs. Of the $1.4 billion we invested during 2014, $81.9 million was
invested in 40 properties under development or expansion with an estimated initial weighted average
contractual lease rate of 8.4%. We may continue to pursue development or expansion opportunities under
similar arrangements in the future.
53
PORTFOLIO DISCUSSION
Leasing Results
At December 31, 2014, we had 70 properties available for lease out of 4,327 properties in our portfolio, which
represents a 98.4% occupancy rate. Since December 31, 2013, when we reported 70 properties available for
lease out of 3,896 and a 98.2% occupancy rate, we:
(cid:120) Had 220 lease expirations;
(cid:120) Re-leased 203 properties; and
(cid:120) Sold 17 vacant properties.
Of the 203 properties re-leased during 2014, 173 properties were re-leased to existing tenants, nine were re-
leased to new tenants without vacancy, and 21 were re-leased to new tenants after a period of vacancy. The
annual rent on these 203 leases was $33.9 million, as compared to the previous rent on these same properties
of $34.2 million.
At December 31, 2014, our average annualized rental revenue was approximately $13.07 per square foot on the
4,257 leased properties in our portfolio. At December 31, 2014, we classified eight properties with a carrying
amount of $14.8 million as held for sale on our balance sheet. The disposal of these properties does not
represent a strategic shift that will have a major effect on our operations and financial results.
Investments in Existing Properties
In 2014, we capitalized costs of $6.0 million on existing properties in our portfolio, consisting of $821,000 for re-
leasing costs and $5.2 million for building and tenant improvements. 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.
As part of our re-leasing costs, we typically 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 relate 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, the lease term and the willingness of tenants to pay higher rents
over the terms of the leases.
Note Issuance
In September 2014, we issued $250 million of 4.125% senior unsecured notes due October 2026, or the 2026
Notes. The price to the investors for the 2026 Notes was 99.499% of the principal amount for an effective yield
of 4.178% per annum. A portion of the total net proceeds of approximately $246.4 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 June 2014, we issued $350 million of 3.875% senior unsecured notes due July 2024, or the 2024 Notes. The
price to the investors for the 2024 Notes was 99.956% of the principal amount for an effective yield of 3.88% per
annum. The total net proceeds of approximately $346.7 million from this offering were used to repay a portion
of the outstanding borrowings under our acquisition credit facility.
Redemption of Preferred Stock
In October 2014, we redeemed all 8,800,000 shares of our 6.75% Monthly Income Class E Cumulative
Redeemable Preferred Stock, or the Class E preferred stock, for $25.00 per share, plus accrued dividends. We
incurred a non-cash charge of $6.0 million. This charge is for the excess of redemption value over the carrying
value of the Class E preferred stock and represents the original issuance cost that was paid in 2006.
54
Issuance of Common Stock
In April 2014, we issued 13,800,000 shares of common stock, including 1,800,000 shares purchased by the
underwriters upon the exercise of their option to purchase additional shares. After underwriting discounts and
other offering costs of $22.8 million, the net proceeds of $528.6 million were used to repay borrowings under our
acquisition credit facility.
Modifications to Compensation Program
In April 2014, the Compensation Committee of the Board of Directors made modifications to the existing
compensation program. The modified compensation program now consists of distinct short-term and long-term
incentive plans based on separate metrics. The redesigned short-term incentive plan includes a mix of cash
and equity awards. Under the long-term incentive plan, awards are granted in performance-vesting equity
awards, which vest based strictly on achieving future performance goals. With respect to the performance
based restricted shares, the award is based on objective performance metrics and determined primarily by
relative stockholder return metrics with a smaller component based on balance sheet metrics. As part of this
new program, the Compensation Committee of the Board of Directors granted performance-vesting shares with
an approximate grant date fair value of $3.0 million to our executive officers in April 2014.
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 2014, we issued 3,527,166 shares and raised
approximately $158.5 million under the DRSPP.
Net Income Available to Common Stockholders
Net income available to common stockholders was $227.6 million in 2014, compared to $203.6 million in 2013,
an increase of $24.0 million. On a diluted per common share basis, net income was $1.04 in 2014, as compared
to $1.06 in 2013, a decrease of $0.02, or 1.9%. Net income available to common stockholders for 2014
includes a non-cash redemption charge of $6.0 million on the shares of Class E preferred stock that were
redeemed in October 2014, which represents $0.03 on a diluted per common share basis. This charge is for the
excess of redemption value over the carrying value of the Class E preferred stock and represents the original
issuance cost that was paid in 2006. Net income available to common stockholders for 2013 was impacted by
an unusually large gain on property sales, which represents $0.18 on a diluted per common share basis.
Additionally, net income available to common stockholders for 2013 includes $13.0 million of merger-related
costs for the acquisition of American Realty Capital Trust Inc., or 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.
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 2014 were $42.1 million, as compared to gains from the sale of
properties of $64.7 million during 2013.
Funds from Operations Available to Common Stockholders (FFO)
In 2014, our FFO increased by $100.9 million, or 21.8%, to $562.9 million versus $462.0 million in 2013. On a
diluted per common share basis, FFO was $2.58 in 2014, compared to $2.41 in 2013, an increase of $0.17, or
7.1%. FFO in 2014 includes a non-cash redemption charge of $6.0 million on the shares of Class E preferred
stock that were redeemed in October 2014, which represents $0.03 on a diluted per common share basis. This
charge is for the excess of redemption value over the carrying value of the Class E preferred stock and
represents the original issuance cost that was paid in 2006. FFO in 2013 was normalized to exclude $13.0
million of merger-related costs, which represents $0.07 on a diluted per common share basis. FFO for 2013
includes $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. All references to FFO for 2013
reflect the adjustments for merger-related costs for the acquisition of ARCT.
55
See our discussion of FFO (which is not a financial measure 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.
Adjusted Funds from Operations Available to Common Stockholders (AFFO)
In 2014, our AFFO increased by $98.6 million, or 21.3%, to $561.7 million versus $463.1 million in 2013. On a
diluted per common share basis, AFFO was $2.57 in 2014, compared to $2.41 in 2013, an increase of $0.16, or
6.6%.
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 and AFFO.
DIVIDEND POLICY
Distributions are paid monthly to holders of shares of our common stock and 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 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 2014, our cash distributions to preferred and common stockholders totaled
$519.1 million, or approximately 154.6% of our estimated taxable income of $335.7 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 2014 cash distributions to common stockholders totaled $479.3 million, representing
85.3% of our adjusted funds from operations available to common stockholders of $561.7 million.
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
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, 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 the Board of Directors may deem relevant. In
addition, our credit facility contains financial covenants that could limit the amount of distributions payable 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 first 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 24.8% of the
distributions to our common stockholders, made or deemed to have been made in 2014, were classified as a
return of capital for federal income tax purposes. We estimate that in 2015, between 20% and 35% of the
distributions may be classified as a return of capital.
BUSINESS PHILOSOPHY AND STRATEGY
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) fixed increases, or (3) additional rent calculated as a percentage of the
tenants' gross sales above a specified level. We believe that a portfolio of properties 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.
Diversification is also a key component of our investment philosophy. We believe that diversification of the
portfolio by tenant, industry, geography, and, to a certain extent, property type 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, 2014 consisted of
4,327 properties located in 49 states and Puerto Rico, leased to 234 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 10.0% of our rental revenue for the quarter ended December 31, 2014.
Since 1970, our occupancy rate at the end of each year has never been below 96%. However we cannot
assure you that our future occupancy levels will continue to exceed 96%.
Investment Strategy
Our investment strategy is to act as a source of capital to regional and national tenants by acquiring and leasing
back their real estate locations. When identifying new properties for investment, we generally focus on acquiring
the real estate tenants consider important to the successful operation of their business. We generally seek to
acquire real estate that has the following characteristics:
(cid:120) Properties that are freestanding, commercially-zoned with a single tenant;
(cid:120) Properties that are in significant markets or strategic locations critical to generating revenue for regional and
national tenants (i.e. they need the property in which they operate in order to conduct their business);
(cid:120) 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;
(cid:120) Properties that are located within attractive demographic areas relative to the business of our tenants, and
have good visibility and easy access to major thoroughfares;
(cid:120) Properties with real estate valuations that approximate replacement costs;
(cid:120) Properties with rental or lease payments that approximate market rents; and
(cid:120) 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 future rent increases.
57
We seek to invest in industries in which several, well-organized, regional and national tenants are capturing
market share through service, quality control, economies of scale, strong consumer brands, advertising, and the
selection of prime locations. In addition, we frequently acquire large portfolios of single-tenant properties net
leased to different tenants in a variety of industries. We have an internal team dedicated to sourcing such
opportunities, often using our relationships with various tenants, owners/developers, and advisers 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 we believe we can add value.
In selecting potential investments, we look for tenants with the following attributes:
(cid:120) Tenants with reliable and sustainable cash flow;
(cid:120) Tenants with revenue and cash flow from multiple sources;
(cid:120) Tenants that are willing to sign a long-term lease (10 or more years); and
(cid:120) Tenants that are large owners and users of real estate.
From a retail perspective, our investment strategy is to target tenants that have a service, non-discretionary,
and/or low-price-point component to their business. We believe these characteristics better position tenants to
operate in a variety of economic conditions and to compete more effectively with internet retailers. As a result of
the execution of this strategy, over 90% of our retail rental is derived from tenants with a service, non-
discretionary, and/or low price point component to their business. From a non-retail perspective, we target
industrial and distribution properties leased to Fortune 1000, primarily investment-grade-rated companies. We
believe rental revenue generated from businesses with these characteristics is generally more durable and
stable.
After applying this investment strategy, we pursue those transactions where we can achieve an attractive
investment spread over our cost of capital and favorable risk-adjusted return.
Underwriting Strategy
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 obligation 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; and 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
that 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 be considered for acquisition, properties must meet stringent investment and credit requirements.
The properties must generate attractive current yields and the tenant must meet our credit criteria. We have
established a four-part analysis that examines each potential investment based on:
Industry, company, market conditions, and credit profile;
(cid:120)
(cid:120) Store profitability for retail locations, if profitability data is available;
(cid:120) Overall real estate characteristics, including property value and comparative rental rates; and
(cid:120) The importance of the real estate location to the operations of the tenants’ business.
58
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. We estimate that approximately 46% of our annualized rental revenue comes from properties
leased to investment grade companies or their subsidiaries. At December 31, 2014, our top 20 tenants
represent approximately 53% of our annualized revenue and nine of these tenants have investment grade credit
ratings.
Asset Management Strategy
The active management of the property portfolio is 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 the credit quality of our portfolio.
We regularly review and analyze:
(cid:120) The performance of the various industries of our tenants;
(cid:120) The operation, management, business planning, and financial condition of our tenants; and
(cid:120) The quality of the underlying real estate locations.
We have an active asset management program that incorporates the sale of assets when we believe the
reinvestment of the sale proceeds will:
(cid:120) Generate higher returns;
(cid:120) Enhance the credit quality of our real estate portfolio;
(cid:120) Extend our average remaining lease term; or
(cid:120) Decrease tenant or industry concentration.
At December 31, 2014, we classified real estate with a carrying amount of $14.8 million as held for sale on our
balance sheet. In 2015, 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 2015. 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.
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.
59
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, 2014, our total outstanding borrowings of senior unsecured notes and bonds, term loan,
mortgages payable and credit facility borrowings were $4.93 billion, or approximately 30.6% of our total market
capitalization of $16.11 billion.
We define our total market capitalization at December 31, 2014 as the sum of:
(cid:120) Shares of our common stock outstanding of 224,881,192, plus total common units of 816,568, multiplied by
the last reported sales price of our common stock on the NYSE of $47.71 per share on December 31, 2014,
or $10.77 billion;
(cid:120) Aggregate liquidation value (par value of $25.00 per share) of the Class F preferred stock of $408.8 million;
(cid:120) Outstanding borrowings of $223.0 million on our credit facility;
(cid:120) Outstanding mortgages payable of $836.0 million, excluding net mortgage premiums of $16.6 million;
(cid:120) Outstanding borrowings of $70.0 million on our term loan; and
(cid:120) Outstanding senior unsecured notes and bonds of $3.8 billion, excluding unamortized original issuance
discounts of $14.6 million.
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 these 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
We have a $1.5 billion unsecured acquisition credit facility with an initial term that 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, 2014, we had a borrowing capacity of $1.28 billion available on our credit facility and an
outstanding balance of $223.0 million. The interest rate on borrowings outstanding under our credit facility, at
December 31, 2014, was 1.2% per annum. We must comply with various financial and other covenants in our
credit facility. At December 31, 2014, 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.
60
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, 2014, we had cash and cash equivalents totaling $3.9 million.
We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing
capacity are 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: Moody’s Investors Service has assigned a rating of Baa1 with a “stable” outlook,
Standard & Poor’s Ratings Group has assigned a rating of BBB+ with a “stable” outlook to our senior notes, and
Fitch Ratings has assigned a rating of BBB+ with a “stable” outlook.
Based on our current ratings, the current 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 rating 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 from time to time 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.
Notes Outstanding
As of December 31, 2014, we had $3.8 billion of senior unsecured note and bond obligations, excluding
unamortized original issuance discounts of $14.6 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, 2014, we had $836.0 million of mortgages payable, all of which were assumed in
connection with our property acquisitions. Additionally, at December 31, 2014, we had net premiums totaling
$16.6 million on these mortgages. We expect to pay off the mortgages as soon as prepayment penalties make
it economically feasible to do so. During 2014, we made $85.2 million in principal payments, including the
repayment of six mortgages in full for $77.8 million.
61
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
We are 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 monthly dividends 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 401(k) plan with a matching contribution by Realty Income; competitive paid time-off benefits; 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:
(cid:120) Our Board of Directors is comprised of eight directors, seven of which are independent, non-employee
directors;
(cid:120) Our Board of Directors is elected on an annual basis;
(cid:120) We employ a majority vote standard for elections;
(cid:120) 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 primarily
reaching certain performance metrics that determine the success of our company; and
(cid:120) We adhere to all other corporate governance principles outlined in our “Corporate Governance Guidelines”
document on our website.
Environmental Practices. Our focus on energy related matters is demonstrated by how we manage our day-to-
day activities in our corporate headquarters. In our headquarters, we promote energy conservation and
encourage the following practices:
(cid:120) Powering down office equipment at the end of the day;
(cid:120) Setting copier machines to “energy saver mode;”
(cid:120) 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;
(cid:120)
(cid:120) Programming HVAC to only operate during normal business operating hours; and
(cid:120) Encouraging employees to carpool to our headquarters.
62
In addition, our headquarters was constructed according to the State of California energy standards, specifically
following California Green Building Standards Code and Title 24 of the California Code of Regulations, with
features including high efficiency lighting and heating and cooling systems.
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 are
recycled or donated whenever possible.
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, 2014.
Unresolved Staff Comments
There are no unresolved staff comments.
63
REALTY INCOME CORPORATION AND SUBSIDIARIES
Property Portfolio Information
At December 31, 2014, we owned a diversified portfolio:
(cid:120) Of 4,327 properties;
(cid:120) With an occupancy rate of 98.4%, or 4,257 properties leased and 70 properties available for lease;
(cid:120) Leased to 234 different commercial tenants doing business in 47 separate industries;
(cid:120) Located in 49 states and Puerto Rico;
(cid:120) With over 70.7 million square feet of leasable space; and
(cid:120) With an average leasable space per property of approximately 16,350 square feet, including approximately
11,290 square feet per retail property.
At December 31, 2014, of our 4,327 properties, 4,257 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.
At December 31, 2014, our 234 commercial tenants, which we define as retailers with over 50 locations and
non-retailers with over $500 million in annual revenues, represented approximately 95% of our annualized
revenue. We had 267 additional tenants, representing approximately 5% of our annualized revenue at
December 31, 2014, which brings our total tenant count to 501 tenants.
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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:
Percentage of Rental Revenue(1)
For the
Quarter Ended
December 31,
2014
Dec 31,
2014
Dec 31,
2013
For the Years Ended
Dec 31,
2012
Dec 31,
2011
Dec 31,
2010
Dec 31,
2009
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
2.2%
0.8
1.4
1.8
3.1
*
2.2
0.3
9.8
0.5
9.5
9.5
0.4
0.5
0.1
1.4
1.4
3.1
7.0
1.0
0.7
2.1
0.1
1.5
0.4
0.7
4.2
3.8
0.1
1.6
5.3
0.1
4.1
*
Retail industries
80.7%
2.0 %
0.8
1.3
1.8
3.2
*
2.2
0.3
10.1
0.5
9.6
9.5
0.4
0.5
0.1
1.4
1.2
3.0
7.0
1.1
0.7
1.7
0.1
1.6
0.4
0.7
4.3
3.7
0.1
1.6
5.3
0.1
4.1
*
80.4 %
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
79.8 %
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
86.7 %
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
88.6 %
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
95.4 %
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
98.3 %
65
Industry Diversification (continued)
For the
Quarter
Ended
Percentage of Rental Revenue(1)
For the Years Ended
December 31,
2014
Dec 31,
2014
Dec 31,
2013
Dec 31,
2012
Dec 31,
2011
Dec 31,
2010
Dec 31,
2009
1.2
2.7
0.5
0.9
0.1
0.6
0.1
0.5
0.4
1.3
0.3
1.2
0.7
0.2
0.1
0.2
0.7
0.8
0.1
0.7
0.7
5.1
0.2
1.2
2.8
0.5
0.9
0.1
0.5
0.1
0.5
0.4
1.4
0.3
1.3
0.7
0.2
0.1
0.2
0.7
0.8
0.1
0.8
0.7
5.1
0.2
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
Non-retail industries
Aerospace
Beverages
Consumer appliances
Consumer goods
Crafts and novelties
Diversified industrial
Electric utilities
Equipment services
Financial services
Food processing
General merchandise
Government services
Health care
Home furnishings
Insurance
Machinery
Other manufacturing
Packaging
Paper
Shoe stores
Telecommunications
Transportation services
Other
Non-retail industries
19.3 %
19.6 %
20.2 %
13.3 %
11.4 %
4.6 %
1.7 %
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, 2014 (dollars in thousands):
Property Type
Retail
Industrial and distribution
Office
Manufacturing
Agriculture
Number of
Properties
4,172
82
44
14
15
Approximate
Leasable
Rental Revenue for
the Quarter Ended
Square Feet
47,122,600
16,137,500
3,414,900
3,875,200
184,500
(1)
$
December 31, 2014
180,529
23,610
15,081
5,616
5,267
Totals
4,327
70,734,700
$
230,103
Percentage of
Rental
Revenue
78.5 %
10.3
6.5
2.4
2.3
100.0 %
(1)
Includes rental revenue for all properties owned by Realty Income at December 31, 2014. Excludes revenue of $44
from properties owned by Crest and $488 from sold properties that were included in continuing operations.
Tenant Diversification
The largest tenants based on percentage of total portfolio rental revenue at December 31, 2014 include the following:
Tenant
Number of Properties
% of Revenue
Walgreens
FedEx
Dollar General
LA Fitness
Family Dollar
BJ's Wholesale Clubs
AMC Theatres
Diageo
Regal Cinemas
Northern Tier Energy/Super America
CVS Pharmacy
Rite Aid
TBC Corporation
Circle K
The Pantry
Walmart/Sam's Club
NPC International
GPM Investments/Fas Mart
FreedomRoads/Camping World
Smart & Final
120
38
502
46
454
15
20
17
23
134
55
58
149
168
144
19
202
136
18
36
5.4 %
5.1 %
4.9 %
4.6 %
4.5 %
2.8 %
2.7 %
2.6 %
2.3 %
2.2 %
2.1 %
1.9 %
1.9 %
1.8 %
1.6 %
1.4 %
1.4 %
1.4 %
1.2 %
1.2 %
67
Service Category Diversification for our Retail Properties
The following table sets forth certain information regarding the 4,172 retail properties, included in the 4,327 total
properties, owned by Realty Income at December 31, 2014, classified according to the business types and the
level of services they provide at the property level (dollars in thousands):
Number of Retail Rental Revenue
for the Quarter Ended
December 31, 2014 (1)
Retail
Properties
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
* Less than 0.1%
37
228
213
15
10
2
119
78
27
45
1
7
782
58
185
773
19
15
307
409
1,766
28
76
1
7
11
957
226
65
70
59
45
4
10
2
31
32
1,624
4,172
$
$
1,940
4,064
5,041
827
1,191
150
3,256
16,007
1,098
12,127
206
66
45,973
1,375
7,025
22,375
3,473
731
8,913
8,853
52,745
4,967
1,938
104
696
1,159
21,910
20,491
3,129
7,098
1,700
4,234
175
841
182
3,846
9,341
81,811
180,529
1.1 %
2.2
2.8
0.5
0.7
0.1
1.8
8.9
0.6
6.7
0.1
0.0
25.5
0.8
3.9
12.4
1.9
0.4
4.9
4.9
29.2
2.8
1.1
*
0.4
0.6
12.1
11.4
1.7
3.9
0.9
2.4
0.1
0.5
0.1
2.1
5.2
45.3
100.0 %
Includes rental revenue for all retail properties owned by Realty Income at December 31, 2014. Excludes revenue of $49,574
from non-retail properties, $44 from properties owned by Crest and $488 from sold properties that were included in continuing
operations.
(1)
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 4,238
net leased, single-tenant properties as of December 31, 2014 (dollars in thousands):
Total Portfolio(1)
Initial Expirations(3)
Rental
Revenue
for the
Quarter
Ended
Dec 31,
% of
Total
Rental
2014 (2) Revenue
Rental
Revenue
for the
Quarter
Ended
Dec 31,
% of
Total
Rental
2014 Revenue
Number
of Leases
Expiring
Subsequent Expirations(4)
Rental
Revenue
for the
Quarter
Ended
of Leases Dec 31,
% of
Total
Rental
2014 Revenue
Expiring
Number
Number
of Leases
Expiring
Retail Non-Retail
Year
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030 - 2043
142
203
207
286
238
133
186
225
352
179
311
234
467
284
320
317
Approx.
Leasable
Sq. Feet
784,600 $
1,236,800
2,160,200
4,024,800
3,934,400
3,818,800
5,493,600
7,441,700
6,475,800
3,280,000
4,256,100
3,214,500
5,238,400
6,037,700
4,973,500
-
1
1
10
11
12
13
18
20
10
10
4
3
5
3
33
6,795,400
3,058
4,719
6,667
11,913
13,429
10,473
14,486
15,136
21,741
9,552
17,994
12,354
18,820
16,178
12,961
37,525
1.4 %
2.1
2.9
5.3
5.9
4.6
6.4
6.7
9.6
4.2
7.9
5.4
8.3
7.1
5.7
16.5
68 $
121
49
169
169
105
188
221
359
184
300
234
468
287
317
347
1,554
2,823
2,954
8,347
11,242
9,256
13,907
14,480
21,073
9,390
17,393
12,252
18,781
16,122
12,789
37,493
0.7 %
1.3
74 $ 1,504
1,896
83
0.7 %
0.8
1.3
3.7
4.9
4.1
6.1
6.4
9.3
4.1
7.6
5.4
8.3
7.1
5.6
16.5
159
127
80
40
11
22
13
5
21
4
2
2
6
3
3,713
3,566
2,187
1,217
579
656
668
162
601
102
39
56
172
32
1.6
1.6
1.0
0.5
0.3
0.3
0.3
0.1
0.3
*
*
*
0.1
*
Totals
4,084
154
69,166,300 $ 227,006
100.0 %
3,586 $ 209,856
92.4 %
652 $ 17,150
7.6 %
* Less than 0.1%
(1) Excludes 19 multi-tenant properties and 70 vacant properties. The lease expirations for properties under construction are based on the estimated date of
completion of those properties.
(2) Excludes revenue of $3,097 from 19 multi-tenant properties and from 70 vacant properties at December 31, 2014, $488 from sold properties included in
continuing operations and $44 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, 2014 (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
128
3
113
53
164
72
25
17
321
237
--
12
163
133
35
84
57
89
10
34
81
114
155
122
137
1
31
22
20
67
31
86
148
7
216
123
25
147
4
132
11
197
439
15
5
141
38
12
43
3
4
Percent
Leased
98 %
100
96
98
100
97
96
100
99
98
--
100
99
100
94
99
96
99
100
100
98
98
100
98
97
100
100
95
100
99
100
98
99
100
98
99
100
99
100
99
100
96
98
100
100
99
97
100
98
100
100
Approximate
Leasable
Square Feet
1,039,500
275,900
1,577,700
782,600
5,221,500
1,045,400
536,900
78,300
3,331,400
3,362,200
--
87,000
4,590,800
1,332,700
2,751,700
1,467,400
925,900
1,011,200
145,300
791,100
751,100
1,118,000
1,209,600
1,566,100
2,776,000
5,400
708,700
413,000
320,100
577,300
302,500
2,198,700
1,524,600
66,000
5,179,600
1,450,600
525,400
1,792,400
157,200
970,100
133,500
2,584,600
8,136,900
760,000
98,000
2,872,700
415,300
261,200
1,456,200
21,100
28,300
$
Rental Revenue for
the Quarter Ended
December 31, 2014 (1)
3,485
503
6,212
1,660
24,029
3,929
2,564
632
13,522
10,085
--
457
12,933
5,491
3,400
3,181
3,166
2,940
894
4,404
3,486
3,673
7,421
3,882
8,177
13
1,758
1,289
1,511
3,604
897
10,938
5,711
118
12,327
3,660
1,957
7,235
808
4,413
244
6,423
22,309
1,398
480
7,139
1,768
984
2,781
63
149
Percentage of
Rental
Revenue
1.5 %
0.2
2.7
0.7
10.4
1.7
1.1
0.3
5.9
4.4
--
0.2
5.6
2.4
1.5
1.4
1.4
1.3
0.4
1.9
1.5
1.6
3.2
1.7
3.5
*
0.8
0.6
0.7
1.6
0.4
4.7
2.5
*
5.4
1.6
0.9
3.1
0.3
1.9
0.1
2.8
9.7
0.6
0.2
3.1
0.8
0.4
1.2
*
0.1
Totals\Average
4,327
98 %
70,734,700
$
230,103
100.0 %
* Less than 0.1%
(1)
Includes rental revenue for all properties owned by Realty Income at December 31, 2014. Excludes revenue of $44 from properties
owned by Crest and $488 from sold properties that were included in continuing operations.
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:
(cid:120) Our anticipated growth strategies;
(cid:120) Our intention to acquire additional properties and the timing of these acquisitions;
(cid:120) Our intention to sell properties and the timing of these property sales;
(cid:120) Our intention to re-lease vacant properties;
(cid:120) Anticipated trends in our business, including trends in the market for long-term net leases of freestanding,
single-tenant properties; and
(cid:120) 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:
(cid:120) Our continued qualification as a real estate investment trust;
(cid:120) General business and economic conditions;
(cid:120) Competition;
(cid:120) Fluctuating interest rates;
(cid:120) Access to debt and equity capital markets;
(cid:120) Continued volatility and uncertainty in the credit markets and broader financial markets;
(cid:120) 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;
(cid:120)
(cid:120) Changes in the tax laws of the United States of America;
(cid:120) The outcome of any legal proceedings to which we are a party or which may occur in the future; and
(cid:120) 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 Securities and Exchange Commission, or 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 property portfolio.
We have in-house acquisition, portfolio management, asset management, credit research, real estate research,
legal, finance and accounting, information technology, and capital markets capabilities. Over the past 46 years,
Realty Income and its predecessors have been acquiring and managing freestanding commercial properties that
generate rental revenue under long-term net lease agreements.
Realty Income (NYSE: O) was founded in 1969, and in 1994 was listed on 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 earnings and distributions to stockholders through both active portfolio management and
the acquisition of additional properties.
At December 31, 2014, we owned a diversified portfolio:
(cid:120) Of 4,327 properties;
(cid:120) With an occupancy rate of 98.4%, or 4,257 properties leased and 70 properties available for lease;
(cid:120) Leased to 234 different commercial tenants doing business in 47 separate industries;
(cid:120) Located in 49 states and Puerto Rico;
(cid:120) With over 70.7 million square feet of leasable space; and
(cid:120) With an average leasable space per property of approximately 16,350 square feet, including approximately
11,290 square feet per retail property.
Of the 4,327 properties in the portfolio, 4,308, or 99.6%, are single-tenant properties, and the remaining are
multi-tenant properties. At December 31, 2014, of the 4,308 single-tenant properties, 4,238 were leased with a
weighted average remaining lease term (excluding rights to extend a lease at the option of the tenant) of
approximately 10.2 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, 2014, our total outstanding borrowings of senior unsecured notes and bonds, term loan,
mortgages payable and credit facility borrowings were $4.93 billion, or approximately 30.6% of our total market
capitalization of $16.11 billion.
We define our total market capitalization at December 31, 2014 as the sum of:
(cid:120) Shares of our common stock outstanding of 224,881,192, plus total common units of 816,568, multiplied by
the last reported sales price of our common stock on the NYSE of $47.71 per share on December 31, 2014,
or $10.77 billion;
(cid:120) Aggregate liquidation value (par value of $25.00 per share) of the Class F preferred stock of $408.8 million;
(cid:120) Outstanding borrowings of $223.0 million on our credit facility;
(cid:120) Outstanding mortgages payable of $836.0 million, excluding net mortgage premiums of $16.6 million;
(cid:120) Outstanding borrowings of $70.0 million on our term loan; and
(cid:120) Outstanding senior unsecured notes and bonds of $3.8 billion, excluding unamortized original issuance
discounts of $14.6 million.
Mortgage Debt
As of December 31, 2014, we had $836.0 million of mortgages payable, all of which were assumed in
connection with our property acquisitions. Additionally, at December 31, 2014, we had net premiums totaling
$16.6 million on these mortgages.
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. During 2014, we made $85.2 million of principal payments, including the
repayment of six mortgages in full for $77.8 million.
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
We have a $1.5 billion unsecured acquisition credit facility with an initial term that 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, 2014, we had a borrowing capacity of $1.28 billion available on our credit facility (subject to
customary conditions to borrowing) and an outstanding balance of $223.0 million. The interest rate on
borrowings outstanding under our credit facility, at December 31, 2014, was 1.2% per annum. We must comply
with various financial and other covenants in our credit facility. At December 31, 2014, 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.
73
Notes Outstanding
As of December 31, 2014, we had $3.8 billion of senior unsecured note and bond obligations, excluding
unamortized original issuance discounts of $14.6 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 September 2014, we issued $250 million of 4.125% senior unsecured notes due October 2026, or the 2026
Notes. The price to the investors for the 2026 Notes was 99.499% of the principal amount for an effective yield
of 4.178% per annum. A portion of the total net proceeds of approximately $246.4 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 June 2014, we issued $350 million of 3.875% senior unsecured notes due July 2024, or the 2024 Notes. The
price to the investors for the 2024 Notes was 99.956% of the principal amount for an effective yield of 3.88% per
annum. The total net proceeds of approximately $346.7 million from this offering were used to repay a portion
of the outstanding borrowings under our acquisition 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, 2014, we had cash and cash equivalents totaling $3.9 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 2014
During 2014, we invested $1.4 billion in 506 new properties and properties under development or expansion,
with an initial weighted average contractual lease rate of 7.1%. The 506 new properties and properties under
development or expansion are located in 42 states, will contain approximately 9.8 million leasable square feet,
and are 100% leased with a weighted average lease term of 12.8 years. The tenants occupying the new
properties operate in 32 industries and the property types consist of 85.7% retail, 6.6% industrial and
distribution, 6.4% office, and 1.3% manufacturing, based on rental revenue. None of our real estate
investments caused any one tenant to be 10% or more of our total assets at December 31, 2014.
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 contractual lease rate is generally fixed such that
rent varies based on the actual total investment in order to provide a fixed rate of return. When the lease does
not provide for a fixed rate of return on a property under development or expansion, the estimated initial
weighted average contractual lease rate is computed as follows: estimated net operating income (determined by
the lease) for the first full year of each lease, divided by our projected total investment in the property, including
land, construction and capitalized interest costs. Of the $1.4 billion we invested during 2014, $81.9 million was
invested in 40 properties under development or expansion with an estimated initial weighted average
contractual lease rate of 8.4%. We may continue to pursue development or expansion opportunities under
similar arrangements in the future.
Portfolio Discussion
Leasing Results
At December 31, 2014, we had 70 properties available for lease out of 4,327 properties in our portfolio, which
represents a 98.4% occupancy rate. Since December 31, 2013, when we reported 70 properties available for
lease out of 3,896 and a 98.2% occupancy rate, we:
74
(cid:120) Had 220 lease expirations;
(cid:120) Re-leased 203 properties; and
(cid:120) Sold 17 vacant properties.
Of the 203 properties re-leased during 2014, 173 properties were re-leased to existing tenants, nine were re-
leased to new tenants without vacancy, and 21 were re-leased to new tenants after a period of vacancy. The
annual rent on these 203 leases was $33.9 million, as compared to the previous rent on these same properties
of $34.2 million.
At December 31, 2014, our average annualized rental revenue was approximately $13.07 per square foot on the
4,257 leased properties in our portfolio. At December 31, 2014, we classified eight properties with a carrying
amount of $14.8 million as held for sale on our balance sheet. The disposal of these properties does not
represent a strategic shift that will have a major effect on our operations and financial results.
Investments in Existing Properties
In 2014, we capitalized costs of $6.0 million on existing properties in our portfolio, consisting of $821,000 for re-
leasing costs and $5.2 million for building and tenant improvements. 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.
As part of our re-leasing costs, we typically 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 relate 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.
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. See our discussion of "Risk Factors" in this annual report.
Increases in Monthly Dividends to Common Stockholders
We have continued our 46-year policy of paying monthly dividends. In addition, we increased the dividend four
times during 2014, and two times during 2015. As of February 2015, we have paid 69 consecutive quarterly
dividend increases and increased the dividend 79 times since our listing on the NYSE in 1994.
2014 Dividend increases
1st increase
2nd increase
3rd increase
4th increase
2015 Dividend increases
1st increase
2nd increase
Month
Declared
Dec 2013
Mar 2014
Jun 2014
Sep 2014
Month
Paid
Jan 2014
Apr 2014
Jul 2014
Oct 2014
Dividend
per share
$ 0.1821667
0.1824792
0.1827917
0.1831042
Increase
per share
$ 0.0003125
0.0003125
0.0003125
0.0003125
Dec 2014
Jan 2015
Jan 2015
Feb 2015
$ 0.1834167
0.189
$ 0.0003125
0.0055833
The dividends paid per share during 2014 as compared to 2013 increased 2.1%. The 2014 dividends paid per
share totaled $2.1916254 as compared to $2.1474587 in 2013, an increase of $0.0441667.
The monthly dividend of $0.189 per share represents a current annualized dividend of $2.268 per share, and an
annualized dividend yield of approximately 4.2% based on the last reported sale price of our common stock on
the NYSE of $54.31 on January 31, 2015. Although we expect to continue our policy of paying monthly
75
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.
Issuance of Common Stock
In April 2014, we issued 13,800,000 shares of common stock, including 1,800,000 shares purchased by the
underwriters upon the exercise of their option to purchase additional shares. After underwriting discounts and
other offering costs of $22.8 million, the net proceeds of $528.6 million were used to repay borrowings under our
acquisition credit facility.
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 2014, we issued 3,527,166 shares and raised
approximately $158.5 million under the DRSPP.
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: Moody’s Investors Service has assigned a rating of Baa1 with a “stable” outlook,
Standard & Poor’s Ratings Group has assigned a rating of BBB+ with a “stable” outlook to our senior notes, and
Fitch Ratings has assigned a rating of BBB+ with a “stable” outlook.
Based on our current ratings, the current 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 rating 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 from time to time 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.
76
Notes Outstanding
Our senior unsecured note and bond obligations consist of the following as of December 31, 2014, 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
3.875% notes, issued in June 2014 and due in July 2024
4.125% notes, issued in September 2014 and due in October 2026
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
350
250
250
3,800
(15 )
3,785
All of our outstanding notes and bonds have fixed interest rates and contain various covenants, which we
remain in compliance with at December 31, 2014. Additionally, interest on all of our senior note and bond
obligations is paid semiannually.
The following is a summary of the key financial covenants for our senior unsecured notes, as defined and
calculated per the terms of our senior notes and bonds. These calculations, which are not based on U.S.
generally accepted accounting principles, or GAAP, measurements, are presented to investors to show our
ability to incur additional debt under the terms of our senior notes and bonds as well as to disclose our current
compliance with such covenants, and are not measures of our liquidity or performance. The actual amounts as
of December 31, 2014 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
43.8%
7.6%
3.8x
236.7%
(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, 2014, 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, 2014, 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, 2014 (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 real estate
Income available for debt service, as defined
Total pro forma debt service charge
Debt service coverage ratio
$
$
$
270,634
208,145
2,956
374,662
4,637
30,718
(42,087 )
849,665
225,873
3.8
77
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. GAAP operating performance measures. Below is our calculation of fixed charges at
December 31, 2014 (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
$
$
849,665
252,952
3.4
Table of Obligations
The following table summarizes the maturity of each of our obligations as of December 31, 2014 (dollars in
millions):
Year of
Maturity
2015
2016
2017
2018
2019
Thereafter
$
Credit
Facility(1)
$
-
-
223.0
-
-
-
Notes
and
Bonds (2)
150.0 $
275.0
175.0
350.0
550.0
2,300.0
$
Term Mortgages
Payable (3)
Loan
-
-
-
70.0
-
-
119.7 $
248.4
142.5
15.1
26.0
284.3
Interest (4)
223.3
198.6
174.6
155.4
140.2
567.8
Ground
Ground
Leases
Leases
Paid by
Paid by
Our
Realty
Income (5) Tenants (6)
$
Other (7)
1.0 $
1.0
1.0
1.0
0.9
8.4
12.7 $ 34.3 $
12.7
12.8
12.8
12.7
131.9
-
-
-
-
-
Totals
541.0
735.7
728.9
604.3
729.8
3,292.4
Totals
$ 223.0
$ 3,800.0 $ 70.0
$
836.0 $ 1,459.9
$ 13.3 $ 195.6 $ 34.3 $ 6,632.1
(1) The initial term of the credit facility expires in May 2016 and includes, at our option, a one-year extension, which has been assumed to
occur in the table above.
(2) Excludes non-cash original issuance discounts recorded on the notes payable. The unamortized balance of the original issuance
discounts at December 31, 2014, is $14.6 million.
(3) Excludes non-cash net premiums recorded on the mortgages payable. The unamortized balance of these net premiums at
December 31, 2014, is $16.6 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, 2014 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 $33.6 million of commitments under construction contracts and $735,000 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 8,800,000 shares of Class E preferred stock at a price of $25.00 per share. Since December
2011, the shares of Class E preferred stock were redeemable at our option, for $25.00 per share. In October
2014, we redeemed all of the 8,800,000 shares of our Class E preferred stock for $25.00 per share, plus
accrued dividends. We incurred a charge of $6.0 million, representing the Class E preferred stock original
issuance costs that we paid in 2006.
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. We are current on our obligations to pay dividends on our Class F preferred stock.
As part of our acquisition of ARCT in January 2013, we issued 6,750 partnership units, with a carrying value of
$6.75 million. Payments on these preferred units are made monthly in arrears at rate of 2% per annum, or
78
$135,000, and are included in interest expense. In January 2015, we redeemed all 6,750 Tau Operating
Partnership preferred units for $1,000 per unit, plus accrued and unpaid dividends.
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 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, which we believe are appropriate
estimates of useful life. If we use a shorter or longer estimated useful life, it could have a material impact on our
results of operations.
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.
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 sheets. 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
79
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, 2014, 2013
and 2012.
Rental Revenue
Rental revenue was $893.5 million for 2014 versus $748.2 million for 2013, an increase of $145.3 million, or
19.4%. Rental revenue was $467.0 million in 2012. The increase in rental revenue in 2014 compared to 2013 is
primarily attributable to:
(cid:120) The 479 properties (9.3 million square feet) acquired by Realty Income in 2014, which generated
$66.0 million of rent in 2014;
(cid:120) The 957 properties (25.0 million square feet) acquired by Realty Income in 2013, which generated
$284.9 million of rent in 2014 compared to $213.1 million in 2013, an increase of $71.8 million;
(cid:120) Same store rents generated on 2,728 properties (33.7 million square feet) during the entire years of
2014 and 2013, increased by $7.7 million, or 1.5%, to $513.4 million from $505.7 million;
(cid:120) A net increase in straight-line rent and other non-cash adjustments to rent of $1.4 million in 2014 as
compared to 2013;
(cid:120) A net decrease of $1.7 million relating to properties sold in 2014 that were not previously classified as
held for sale as of December 31, 2013; and
(cid:120) A net decrease of $193,000 relating to the aggregate of (i) rental revenue from properties (154
properties comprising 1.4 million square feet) that were available for lease during part of 2014 or 2013,
(ii) rental revenue for nine properties under development, and (iii) lease termination settlements which,
in aggregate, totaled $17.0 million in 2014 compared to $17.2 million in 2013.
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 vacant at any time, (ii) were under development or redevelopment, and (iii) were involved in
eminent domain and rent was reduced. 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 4,327 properties in the portfolio at December 31, 2014, 4,308, or 99.6%, are single-tenant properties and
the remaining nineteen are multi-tenant properties. Of the 4,308 single-tenant properties, 4,238, or 98.4%, were
net leased with a weighted average remaining lease term (excluding rights to extend a lease at the option of the
tenant) of approximately 10.2 years at December 31, 2014. Of our 4,238 leased single-tenant properties, 3,789
or 89.4% were under leases that provide for increases in rents through:
(cid:120) Primarily base rent increases tied to a consumer price index (typically subject to ceilings);
(cid:120) Percentage rent based on a percentage of the tenants' gross sales;
(cid:120) Fixed increases; or
(cid:120) A combination of two or more of the above rent provisions.
Percentage rent, which is included in rental revenue, was $3.6 million in 2014, $2.8 million in 2013, and
$1.9 million in 2012 (excluding percentage rent reclassified to discontinued operations of $35,000 in 2014,
$104,000 in 2013 and $163,000 in 2012). Percentage rent in 2014 was less than 1% of rental revenue and we
anticipate percentage rent to be less than 1% of rental revenue in 2015.
Our portfolio of real estate, leased primarily to regional and national 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, 2014, our portfolio of 4,327 properties was 98.4% leased with 70 properties
available for lease as compared to 98.2% occupancy, or 70 properties available for lease at December 31,
2013. 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.
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Tenant Reimbursements
Contractually obligated reimbursements from tenants for recoverable real estate taxes and operating expenses
were $37.1 million in 2014, compared to $24.9 million in 2013 and $14.6 million in 2012. The increase in tenant
reimbursements from 2013 to 2014 is primarily due to our 2013 and 2014 acquisitions. Our tenant
reimbursements are equal to 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 $2.9 million in 2014, compared to $7.0 million in 2013 and $2.9 million in 2012.
Depreciation and Amortization
Depreciation and amortization was $374.7 million in 2014, compared to $306.8 million in 2013 and
$147.5 million in 2012. The increases in depreciation and amortization in 2014 and 2013 were primarily due to
the acquisition of properties in 2014 and 2013, 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
“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
and AFFO.
Interest Expense
The following is a summary of the components of our interest expense (dollars in thousands):
Interest on our credit facility, term loan, notes, mortgages &
interest rate swaps
Credit facility commitment fees
Amortization of credit facility origination costs and
deferred financing costs
Loss (gain) on interest rate swaps
Dividend on preferred shares subject to redemption
Amortization of net mortgage premiums
Capital lease obligation
Interest capitalized
2014
2013
2012
$
215,830
2,661
$
182,974
1,930
$
117,401
1,684
8,219
1,349
1,526
(12,891 )
116
(444 )
7,434
(878 )
-
(9,481 )
-
(537 )
5,165
56
-
(665 )
-
(498 )
Interest expense
$
216,366
$
181,442
$
123,143
Credit facility, term loan, mortgages and notes
Average outstanding balances (dollars in thousands)
Average interest rates
2014
$ 4,628,438
2013
$ 3,892,089
2012
2,144,690
$
4.62 %
4.67 %
5.47 %
Interest expense was $216.4 million in 2014, compared to $181.4 million in 2013 and $123.1 million in 2012.
The increase in interest expense from 2013 to 2014 was primarily due to the July 2013 issuance of our 4.65%
senior unsecured notes due August 2023, the June 2014 issuance of our 3.88% senior unsecured notes due
July 2024, the September 2014 issuance of our 4.125% senior unsecured notes due October 2026, and an
increase in mortgages payable The increase was partially offset by slightly lower average interest rates and the
repayment of our 5.375% senior unsecured notes in March 2013.
At December 31, 2014, the weighted average interest rate on our:
(cid:120) Notes and bonds payable of $3.8 billion (excluding unamortized original issuance discounts of
$14.6 million) was 4.8%;
(cid:120) Mortgages payable of $836.0 million (excluding net premiums totaling $16.6 million on these
mortgages) was 5.0%;
(cid:120) Credit facility outstanding borrowings of $223.0 million was 1.2%;
(cid:120) Term loan outstanding borrowings of $70.0 million was 1.4%; and
(cid:120) Combined outstanding notes, bonds, mortgages and credit facility borrowings of $4.93 billion was 4.6%.
General and Administrative Expenses
General and administrative expenses decreased by $5.8 million to $51.1 million in 2014, as compared to
$56.9 million in 2013. General and administrative expenses were $38.1 million in 2012. Included in general and
81
administrative expenses are acquisition transaction costs (excluding ARCT merger-related costs) of $453,000
for 2014, $2.1 million for 2013 and $2.4 million for 2012. General and administrative expenses decreased during
2014 primarily due to lower stock compensation costs, including the $3.7 million for accelerated vesting that
occurred in July 2013, and lower acquisition transaction costs. In January 2015, we had 125 employees, as
compared to 116 employees in January 2014 and 97 employees in January 2013.
Dollars in thousands
General and administrative expenses
Total revenue, including discontinued operations(1)
General and administrative expenses as a
percentage of total revenue
$
2014
51,085 $
896,499
2013
56,881
761,159
$
2012
38,123
484,860
5.7 %
7.5 %
7.9 %
(1) Excludes all tenant reimbursements revenue, as well as gain on sales and Crest revenue included in discontinued operations.
Property Expenses (including tenant reimbursable expenses)
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, 2014, 70 properties were available for lease, as compared to 70 at
December 31, 2013 and 84 at December 31, 2012.
Property expenses were $53.9 million (including $37.1 million reimbursable) in 2014, $38.9 million (including
$24.9 million reimbursable) in 2013 and $21.3 million (including $14.6 million reimbursable) in 2012. The
increase in property expenses in 2014 is primarily attributable to the increased portfolio size, which contributed
to higher maintenance and utilities, property taxes, ground rent expenses, legal costs, and bad debt expense,
along with higher contractually obligated reimbursements primarily due to our 2013 and 2014 acquisitions,
partially offset by lower insurance costs.
Income Taxes
Income taxes were $3.5 million in 2014, as compared to $2.4 million in 2013 and $1.1 million in 2012. These
amounts are for city and state income and franchise taxes paid by Realty Income and its subsidiaries. The
increase for 2014 is primarily related to higher city and state income and franchise taxes paid by Realty Income
and its subsidiaries, primarily related to increased portfolio size.
Provisions for Impairment
In 2014, Realty Income recorded total provisions for impairment of $4.6 million on nine sold properties and three
properties classified as held for sale. Provisions for impairment of $4.1 million are included in income from
continuing operations on eight sold properties and three properties classified as held for sale. These properties
were not previously classified as held for sale in our financial statements issued prior to the date of adoption of
the new accounting requirements regarding discontinued operations; accordingly, these provisions for
impairment are included in income from continuing operations on our consolidated statements of income. A
provision for impairment of $510,000 is included in income from discontinued operations on one sold property
that was classified as held for sale as of December 31, 2013.
In 2013, Realty Income recorded total provisions for impairment of $3.0 million. Realty Income recorded
provisions for impairment of $2.7 million on seven sold properties. Except for a provision for impairment of
$290,000 that was recorded in income from continuing operations for one property that was not previously
classified as held for sale as of December 31, 2013, the remaining provisions for impairment are included in
income from discontinued operations on our consolidated statement of income.
In 2013, Crest also recorded a provision for impairment of $308,000 on one sold property, which is included in
income from discontinued operations.
In 2012, Realty Income recorded total provisions for impairment of $5.1 million. Realty Income recorded
provisions for impairment of $1.5 million on six sold properties. Except for a provisions for impairment of
$3.6 million that was recorded in income from continuing operations on four properties that were not previously
82
classified as held for sale as of December 31, 2013, the remaining provisions for impairment are included in
income from discontinued operations on our consolidated statement of income.
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. No merger-related costs were incurred in 2014.
Gain on Sales of Real Estate
During 2014, we sold 46 investment properties for $107.2 million, which resulted in a gain of $42.1 million. Only
the results of operations specifically related to the properties classified as held for sale at December 31, 2013
and sold during the year have been reclassified as discontinued operations.
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.
Crest sold one property for $820,000 and one property for $597,000 during 2014 and 2013, respectively.
Neither of these sales resulted in a gain. The results of operations for these properties have been reclassified as
discontinued operations. During 2012, Crest did not sell any properties.
We have an active portfolio management program that incorporates the sale of assets when we believe the
reinvestment of the sale proceeds will:
(cid:120) Generate higher returns;
(cid:120) Enhance the credit quality of our real estate portfolio;
(cid:120) Extend our average remaining lease term; or
(cid:120) Decrease tenant or industry concentration.
At December 31, 2014, we classified real estate with a carrying amount of $14.8 million as held for sale on our
balance sheet. In 2015, we intend to continue our active disposition efforts to further enhance our real estate
portfolio and anticipate approximately $50 million in yet to be identified property sales for all of 2015. 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.
Discontinued Operations
During the first quarter of 2014, the Financial Accounting Standards Board issued guidance that changes the
definition of discontinued operations by limiting discontinued operations reporting to disposals of components of
an entity that represent strategic shifts that have, or will have, a major effect on an entity’s operations and
financial results. We early adopted the requirements of this accounting pronouncement in the first quarter of
2014. As a result, our results of operations for all disposals and properties classified as held for sale that were
not previously reported in discontinued operations in our 2013 Annual Report on Form 10-K are presented
within income from continuing operations on our consolidated statements of income.
83
Operations from eight properties were classified as held for sale at December 31, 2014, and are included in
income from continuing operations. The following is a summary of income from discontinued operations on our
consolidated statements of income (dollars in thousands):
Income from discontinued operations
Gain on sales of real estate
Rental revenue
Tenant reimbursements
Other revenue
Depreciation and amortization
Property expenses (including reimbursable)
Provisions for impairment
Crest's income (loss) from discontinued operations
Income from discontinued operations
Per common share, basic and diluted
2014
2,883
112
1
-
-
(184 )
(510 )
498
2,800
0.01
$
$
$
2013
64,743
5,475
146
419
(1,569 )
(916 )
(2,738 )
110
65,670
0.34
$
$
$
2012
9,873
14,615
379
282
(3,724 )
(2,529 )
(1,500 )
(139 )
17,257
0.13
$
$
$
Preferred Stock Dividends
Preferred stock dividends totaled $37.1 million in 2014, $41.9 million in 2013 and $40.9 million in 2012.
Excess of Redemption Value over Carrying Value of Preferred Shares Redeemed
In October 2014, we redeemed all 8,800,000 shares of our Class E preferred stock for $25.00 per share, plus
accrued dividends. We incurred a non-cash charge of $6.0 million. This charge is for the excess of redemption
value over the carrying value and represents the Class E preferred stock original issuance cost that was paid in
2006.
In March 2012, we redeemed all 5,100,000 shares of our 7.375% Monthly Income Class D Preferred Stock, or
the Class D preferred stock, for $25.00 per share, plus accrued dividends. We incurred a non-cash charge of
$3.7 million. This charge is for the excess of redemption value over the carrying value and represents the Class
E preferred stock original issuance cost that was paid in 2004.
Net Income Available to Common Stockholders
Net income available to common stockholders was $227.6 million in 2014, compared to $203.6 million in 2013,
an increase of $24.0 million. On a diluted per common share basis, net income was $1.04 in 2014, as compared
to $1.06 in 2013, a decrease of $0.02, or 1.9%. Net income available to common stockholders was $114.5
million in 2012. Net income available to common stockholders for 2014 includes a non-cash redemption charge
of $6.0 million on the shares of Class E preferred stock that were redeemed in October 2014, which represents
$0.03 on a diluted per common share basis. This charge is for the excess of redemption value over the carrying
value of the Class E preferred stock and represents the original issuance cost that was paid in 2006. Net income
available to common stockholders for 2013 was impacted by an unusually large gain on property sales, which
represents $0.18 on a diluted per common share basis. Additionally, 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.
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 2014 were $42.1 million, as compared to gains from the sale of
properties of $64.7 million during 2013, and $9.9 million during 2012.
84
FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (FFO)
In 2014, our FFO increased by $100.9 million, or 21.8%, to $562.9 million versus $462.0 million in 2013. On a
diluted per common share basis, FFO was $2.58 in 2014, compared to $2.41 in 2013, an increase of $0.17, or
7.1%. In 2012, FFO was $268.8 million, or $2.02 on a diluted per common share basis. FFO in 2014 includes a
non-cash redemption charge of $6.0 million on the shares of Class E preferred stock that were redeemed in
October 2014, which represents $0.03 on a diluted per common share basis. This charge is for the excess of
redemption value over the carrying value of the Class E preferred stock and represents the original issuance
cost that was paid in 2006. FFO in 2013 and 2012 was normalized to exclude $13.0 million and $7.9 million of
merger-related costs, which represents $0.07 and $0.06 on a diluted per common share basis for 2013 and
2012, respectively. FFO for 2013 includes $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.
All references to FFO for 2013 and 2012 reflect the adjustments for merger-related costs for the acquisition of
ARCT.
The following is a reconciliation of net income available to common stockholders (which we believe is the most
comparable GAAP measure) to 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):
2014
2013
2012
$
227,558
$
203,634
$
114,538
Net income available to common stockholders
Depreciation and amortization:
Continuing operations
Discontinued operations
Depreciation of furniture, fixtures and equipment
Provisions for impairment on investment properties:
Continuing operations
Discontinued operations
Gain on sale of investment properties:
Continuing operations
Discontinued operations
Merger-related costs (1)
FFO adjustments allocable to noncontrolling interests
374,661
-
(482 )
4,126
510
(39,205 )
(2,883 )
-
(1,396 )
306,769
1,626
(288 )
290
2,738
-
(64,743 )
13,013
(1,009 )
FFO available to common stockholders
$
562,889
$
462,030
FFO per common share, basic and diluted (2)
Distributions paid to common stockholders
FFO in excess of distributions paid to
common stockholders
Weighted average number of common shares
used for computation per share:
$
$
$
2.58
479,256
$
$
2.41
409,222
83,633
$
52,808
147,515
3,792
(249 )
3,639
1,500
-
(9,873 )
7,899
-
268,761
2.02
236,348
32,413
$
$
$
$
Basic
Diluted (2)
218,390,885
191,754,857
132,817,472
218,450,863
191,781,622
132,884,933
(1) FFO for 2013 and 2012 has been normalized to exclude ARCT merger-related costs.
(2) The computation of diluted FFO does not assume conversion of securities that are convertible to common shares
if the conversion of those securities would increase diluted FFO per share in a given period.
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 property sales and
extraordinary items. Our FFO for 2013 and 2012 has also been normalized to exclude ARCT merger-related
costs.
85
We consider FFO to be an appropriate supplemental measure of a REIT’s operating performance as it is based
on a net income analysis of property portfolio performance that adds back items such as depreciation and
impairments for 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.
ADJUSTED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (AFFO)
In 2014, our AFFO increased by $98.6 million, or 21.3%, to $561.7 million versus $463.1 million in 2013. On a
diluted per common share basis, AFFO was $2.57 in 2014, compared to $2.41 in 2013, an increase of $0.16, or
6.6%. In 2012, AFFO was $274.2 million, or $2.06 on a diluted per common share basis. 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 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
Provisions for impairment on Crest properties
Excess of redemption value over carrying value
of preferred share redemptions
Amortization of share-based compensation
Amortization of deferred financing costs (2)
Amortization of net mortgage premiums
(Gain) loss on early extinguishment of mortgage debt
(Gain) loss on interest rate swaps
Capitalized leasing costs and commissions
Capitalized building improvements
Straight-line rent
Amortization of above and below-market leases
Other adjustments (3)
$
$
2014
227,558
335,331
562,889
-
6,015
11,959
4,804
(9,208 )
(3,428 )
1,349
(821 )
(5,210 )
(14,872 )
8,024
160
2013
203,634
258,396
462,030
308
-
20,785
4,436
(9,481 )
-
(878 )
(1,280 )
(7,227 )
(13,742 )
8,188
-
$
2012
114,538
154,223
268,761
-
3,696
10,001
2,786
(665 )
-
56
(1,619 )
(4,935 )
(5,674 )
1,776
-
Total AFFO available to common stockholders
$
561,661
$
463,139
$
274,183
AFFO per common share:
Basic
Diluted (4)
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:
$
$
$
$
2.57
2.57
479,256
$
$
$
2.42
2.41
409,222
$
$
$
2.06
2.06
236,348
82,405
$
53,917
$
37,835
Basic
Diluted (4)
218,390,885
191,754,857
132,817,472
218,450,863
191,781,622
132,884,933
(1) See reconciling items for FFO presented under "Funds from Operations Available to Common Stockholders
(FFO)."
86
(2)
(3)
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,
July 2013, June 2014 and September 2014. 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.
Includes adjustments allocable to both non-controlling interests and capital lease obligations.
(4) The computation of diluted AFFO does not assume conversion of securities that are convertible to common
shares if the conversion of those securities would increase diluted AFFO per share in a given period.
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 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
measuring a 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 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 and
AFFO in the same way, so comparisons with other REITs may not be meaningful. Furthermore, 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 and AFFO should not be considered as
alternatives to reviewing our cash flows from operating, investing, and financing activities. In addition, 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), 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 4,327 properties in our portfolio, approximately 98.0% or 4,238 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
For information on the impact of recent accounting pronouncements on our business, see note 2 of the Notes to
the Consolidated Financial Statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to interest rate changes primarily as a result of our credit facility, term loan, mortgages payable,
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
87
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 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, 2014. 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
2015
2016
2017
2018
2019
Thereafter
Totals (1)
$
Fixed rate
debt
245.9
523.2
307.9
364.9
554.2
2,562.4
$ 4,558.5
Fair Value (2)
$ 4,877.7
Weighted average
interest rate on
fixed rate debt
5.39 %
5.39
5.63
2.14
6.74
4.52
4.82 %
$
Variable rate
debt
23.8
0.2
232.6
70.2
21.8
21.9
$
$
370.5
366.0
Weighted average
interest rate on
variable rate debt
4.64 %
2.51
1.29
1.36
2.01
2.37
1.63 %
(1) Excludes net premiums recorded on mortgages payable and original issuance discounts recorded on notes
payable. At December 31, 2014, the unamortized balance of net premiums on mortgages payable is $16.6
million, and the unamortized balance of original issuance discounts on notes payable is $14.6 million.
(2) We base the estimated fair value of the fixed rate senior notes and bonds at December 31, 2014 on the indicative
market prices and recent trading activity of our senior notes and bonds payable. We base the estimated fair value
of our fixed rate and variable rate mortgages at December 31, 2014 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, 2014.
The table incorporates only those exposures that exist as of December 31, 2014. 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, except five with
an outstanding principal balance of $77.5 million at December 31, 2014, have fixed interest rates. All of these
variable rate mortgages have arrangements that limit our exposure to interest rate risk. 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 $223.0 million at
December 31, 2014, a 1% change in interest rates would change our interest costs by $2.2 million per year.
88
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
2014
2013
2012
2011
$ 11,012,622 $
3,852
4,930,947
5,371,523
5,641,099
627,692
(6,405 )
933,505
269,140
2,800
271,940
(37,062 )
(6,015 )
227,558
479,256
1.04
2.191625
2.192875
9,924,441 $
10,257
4,166,840
4,503,083
5,421,358
518,906
5,009
780,209
180,613
65,670
246,283
(41,930 )
5,429,348 $
5,248
2,869,853
3,016,554
2,412,794
326,469
1,083
484,581
141,895
17,257
159,152
(40,918 )
4,404,492 $
4,165
2,040,284
2,149,638
2,254,854
298,952
(13,442 )
413,544
140,659
16,373
157,032
(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
2010
3,531,269
17,607
1,595,679
1,684,304
1,846,965
243,368
7,581
335,121
112,326
18,458
130,784
(24,253)
-
106,531
182,500
1.01
1.721625
1.722875
shares outstanding
218,390,885
191,754,857
132,817,472
126,142,696
105,869,637
Diluted weighted average number of common
shares outstanding
218,767,885
191,781,622
132,884,933
126,189,399
105,942,721
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.
89
REALTY INCOME CORPORATION AND SUBSIDIARIES
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and
management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
As of and for the year ended December 31, 2014, 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
(2013)" published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the
effectiveness of the Company's internal control over financial reporting. Management has concluded that the
Company's internal control over financial reporting was effective as of the end of the most recent fiscal year.
KPMG LLP has issued an attestation report on the effectiveness of the Company's internal control over financial
reporting.
Submitted on February 18, 2015 by,
John P. Case, Chief Executive Officer, President
Paul M. Meurer, Executive Vice President, Chief Financial Officer, and Treasurer
90
Changes in Internal Controls
There were no changes to our internal control over financial reporting that occurred during the quarter ended
December 31, 2014 that have materially affected, or are reasonably likely to material affect, our internal control
over financial reporting. As of December 31, 2014, 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 2014, 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, 2014, 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.
91
REALTY INCOME CORPORATION AND SUBSIDIARIES
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.
2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Total
2013
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Total
Price Per Share
of Common Stock
High
Low
$
$
45.11
44.98
45.83
49.65
46.63
55.48
46.01
43.20
37.01
40.21
40.56
40.71
40.51
39.84
38.41
36.58
$
$
Distributions
Declared (1)
$
0.5468126
0.5477501
0.5486876
0.5496251
$
2.1928754
$
0.5430626
0.5440001
0.5449376
0.5458751
$
2.1778754
(1) Common stock cash distributions are declared monthly by us based on financial results for the prior months. At
December 31, 2014, a distribution of $0.1834167 per common share had been declared and was paid in January 2015.
There were 9,786 registered holders of record of our common stock as of December 31, 2014. We estimate that
our total number of shareholders is over 345,000 when we include both registered and beneficial holders of our
common stock.
During the fourth quarter of 2014, 16,780 shares of stock, at a price of $47.71, and 45,130 shares of stock, at a
price of $42.17, 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
Realty Income Corporation
Russell 2000
Realty Income Peer Group
Index
SNL Triplenet REIT Index
250
225
200
175
150
125
100
e
u
l
a
V
x
e
d
n
I
75
12/31/09
Index
Realty Income Corporation
Russell 2000
Realty Income Peer Group*
SNL Triplenet REIT Index
12/31/10
12/31/11
12/31/12
12/31/13
12/31/14
12/31/09
100.00
100.00
100.00
100.00
Period Ending
12/31/10
139.30
126.86
134.65
125.83
12/31/11
149.79
121.56
145.01
130.10
12/31/12
180.22
141.43
167.27
156.03
12/31/13
176.05
196.34
165.73
158.44
12/31/14
236.51
205.95
225.13
198.00
* Realty Income Peer Group consists of sixteen companies with an implied market capitalization between $3.6 billion and $20.4 billion as of September 30, 2014.
92
COMPANY INFORMATION
E X E C U T I V E O F F I C E R S
A D D I T I O N A L O F F I C E R S
Debra M. Bonebrake
Senior Vice President,
Industrial and
Office Properties
Robert J. Israel
Senior Vice President,
Research
Laura S. King
Senior Vice President,
Assistant General Counsel
and Assistant Secretary
Janeen S. Bedard
Vice President,
Administration
Stephen D. Burchett
Vice President,
Senior Legal Counsel
Theresa M. Casey
Vice President,
IT Enterprise Software
Elizabeth Cate
Vice President,
Portfolio Management
Benjamin N. Fox
Vice President,
Head of Asset Management
Shannon C. Jensen
Vice President,
Senior Legal Counsel
and Assistant Secretary
Shannon Kehle
Vice President,
Human Resources
Dawn Nguyen
Vice President,
Portfolio Management
Sean P. Nugent
Vice President,
Controller
Lori Satterfield
Vice President,
Senior Legal Counsel
Clint Schmucker
Vice President,
Information Technology
Joel Tomlinson
Vice President,
Senior Director of Acquisitions
Cary J. Wenthur
Vice President,
Senior Director of Acquisitions
T.J. Chun
Associate Vice President,
Portfolio Acquisitions
Jill M. Cossaboom
Associate Vice President,
Assistant Controller
Ross Edwards
Associate Vice President,
Portfolio Management
Kristin K. Ferrell
Associate Vice President,
Portfolio Management
Teresa M. Glenn
Associate Vice President,
Human Resources
Scott A. Kohnen
Associate Vice President,
Director of Research
Jenette S. O’Brien
Associate Vice President,
Director of Asset Management
Jonathan Pong
Associate Vice President,
Capital Markets
Patrick Rea
Associate Vice President,
Head of Property Management
Ashley N. Wells
Associate Vice President,
Research
Left to right: Michael Pfeiffer, Sumit Roy, John Case, Paul Meurer, Richard Collins
Richard G. Collins
Executive Vice President,
Portfolio Management
John P. Case
Chief Executive Officer
and President
Sumit Roy
Executive Vice President,
Chief Operating Officer
and Chief Investment Officer
Paul M. Meurer
Executive Vice President,
Chief Financial Officer
and Treasurer
Michael R. Pfeiffer
Executive Vice President,
General Counsel and Secretary
D I R E C T O R S
Top row left to right: Gregory McLaughlin, Kathleen Allen, Ronald Merriman, Priya Cherian Huskins,
Larry Chapman || Bottom row left to right: Michael McKee, John Case, Stephen Sterrett
Michael D. McKee
Chairman of the Board
of Directors
Chief Executive Officer, Bentall
Kennedy
John P. Case
Chief Executive Officer
and President
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
President, PGA TOUR-
Champions Tour
Ronald L. Merriman
Retired Vice Chair, KPMG LLP
Stephen E. Sterrett
Retired, Senior Executive
Vice President,
Chief Financial Officer,
Simon Property Group, Inc.
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, call toll-free
at 1-877-218-2434, or email your questions
to stocktransfer@wellsfargo.com
Independent Registered
Public Accounting Firm
KPMG LLP
San Diego, CA
For Additional Corporate Information
Visit the Realty Income corporate
website at: www.realtyincome.com
Contact your financial advisor, or contact Realty Income at:
Telephone: 858-284-5000, 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
11995 El Camino Real
San Diego, CA 92130
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