R
E
A
L
T
Y
I
N
C
O
M
E
2
0
1
7
A
N
N
U
A
L
R
E
P
O
R
T
CONSISTENCY BY DESIGN
1 1 9 9 5 E L C A M I N O R E A L
S A N D I E G O , C A 9 2 1 3 0
w w w. r e a l t y i n c o m e . c o m
FSC
LOGO
FOR POSITION
ONLY
T
R
O
P
E
R
L
A
U
N
N
A
7
1
0
2
COMPANY INFORMATION
EXECUTIVE OFFICERS
ADDITIONAL OFFICERS
PATTERN OF POSITIVE RESULTS
COMPOUND AVERAGE ANNUAL TOTAL SHAREHOLDER
RETURN SINCE 1994 NYSE LISTING
REALTY INCOME
DOW JONES INDUSTRIAL AVERAGE
EQUITY REIT INDEX
NASDAQ COMPOSITE
S&P 500
10.8%
10.8%
9.9%
9.9%
16.3%
Top row left to right: Sumit Roy, John Case, Paul Meurer | Bottom row left to right: Michael Pfeiffer,
Neil Abraham, Benjamin Fox
John P. Case
Chief Executive Officer
Sumit Roy
President and Chief Operating
Officer
Paul M. Meurer
Executive Vice President,
Chief Financial Officer
and Treasurer
Michael R. Pfeiffer
Executive Vice President,
General Counsel and
Secretary
Neil Abraham
Executive Vice President,
Chief Investment Officer
Benjamin N. Fox
Executive Vice President,
Portfolio and Asset
Management
SUPPORTED BY COMPOUND AVERAGE ANNUAL
DIVIDEND GROWTH OF 4.6%
ANNUALIZED DIVIDENDS AND DIVIDEND INCREASES(1)
$2.55
DIRECTORS
$0.90
94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11
12 13 14 15 16 17
(1) Annualized dividend amount reflects the December declared dividend rate per share multiplied by 12
94
DIVIDEND
INCREASES
TABLE OF CONTENTS
HISTORICAL FINANCIAL PERFORMANCE 2
LETTER TO SHAREHOLDERS 4
WELL-DESIGNED PORTFOLIO 12
DISCIPLINED INVESTMENT PROCESS 14
CONSERVATIVE CAPITAL STRUCTURE 15
DESIGNED FOR MONTHLY DIVIDENDS 16
CORPORATE RESPONSIBILITY 17
2017 FORM 10-K 18
COMPANY INFORMATION 87
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
Non-Executive Chairman,
Principal, The Contrarian
Group
John P. Case
Chief Executive Officer
Kathleen R. Allen, Ph.D.
Founding Director,
Center for Technology
Commercialization,
University of Southern
California
A. Larry Chapman
Retired, Executive
Vice President,
Head of Commercial Real
Estate, Wells Fargo Bank
Transfer Agent
EQ Shareowner Services
1110 Centre Point Curve Suite 101
Mendota Heights, MN 55120
Priya Cherian Huskins
Partner, Woodruff-Sawyer & Co.
Gregory T. McLaughlin
President, PGA TOUR Champions
Ronald L. Merriman
Retired Vice Chair, KPMG LLP
Stephen E. Sterrett
Retired, Senior Executive
Vice President,
Chief Financial Officer,
Simon Property Group, Inc.
Independent Registered
Public Accounting Firm
KPMG LLP
San Diego, CA
For shareholder administration and account
information please visit EQ Shareowner Services’
website at www.shareowneronline.com or
call toll-free at 1-877-218-2434.
For Additional Corporate Information
Visit the Realty Income corporate
website at www.realtyincome.com
Janeen S. Bedard
Senior Vice President,
Administration &
Communications
Robert J. Israel
Senior Vice President,
Research
Shannon C. Jensen
Senior Vice President,
Associate General Counsel
and Assistant Secretary
Dawn Nguyen
Senior Vice President,
Portfolio Management
Sean P. Nugent
Senior Vice President,
Controller
Joel Tomlinson
Senior Vice President,
Acquisitions
Cary J. Wenthur
Senior Vice President,
Acquisitions
Stephen D. Burchett
Vice President,
Senior Legal Counsel
Kyle B. Campbell
Vice President,
Senior Legal Counsel,
Risk Management
Elizabeth Cate
Vice President,
Portfolio Management
T.J. Chun
Vice President,
Investments & Head
of Asset Management
Jill M. Cossaboom
Vice President,
Assistant Controller,
Systems
Ross Edwards
Vice President,
Portfolio Management
Kristin K. Ferrell
Vice President,
Head of Lease Administration
Shannon Kehle
Vice President,
Human Resources
Scott A. Kohnen
Vice President,
Research
April Little
Vice President,
Acquisitions
Jenette S. O’Brien
Vice President,
Asset Management
Jonathan Pong
Vice President,
Head of Capital Markets
and Investor Relations
Lori Satterfield
Vice President,
Associate General Counsel,
Portfolio Management
Clint Schmucker
Vice President,
Information Technology
Ashley N. Wells
Vice President,
Research
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
R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T 8 7
2017 PERFORMANCE HIGHLIGHTS
6.3%
AFFO PER SHARE
GROWTH
5.6%
DIVIDEND PER
SHARE GROWTH
$3.4 Billion
ATTRACTIVELY PRICED
CAPITAL RAISED
$1.52 Billion
INVESTMENT VOLUME
98.4%
OCCUPANCY
105.5%
RECAPTURE RATE
ON EXPIRING LEASES
R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T 1
HISTORICAL FINANCIAL PERFORMANCE
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
For the Years Ended December 31,
2017
2016
2015
2014
2013
2012
2011
2010
2009
Total revenue(1)
$1,170 $1,060
$980
$895
$760
$484
$422
$346
$329
Net income available to common stockholders
$302
$288
$257
$228
$204
$115
$133
$107
$107
Funds from operations (“FFO”)(2)
$773
$735
$652
$563
$462
$269
$249
$194
$191
Adjusted funds from operations (“AFFO”)(2)
$839
$736
$647
$562
$463
$274
$253
$197
$193
Dividends paid to common stockholders
$689
$611
$533
$479
$409
$236
$219
$183
$178
AT YEAR END
Real estate at cost, before accumulated depreciation(3) $15,016 $13,864 $12,297 $11,154 $9,899 $5,921 $4,972 $4,113 $3,439
Number of properties
5,172
4,944
4,538
4,327
3,896
3,013
2,634
2,496
2,339
Gross leasable square feet (millions)
Properties acquired(4)
90
303
83
505
76
286
71
506
63
974
38
423
27
164
21
186
Cost of properties acquired(4)
$1,519 $1,859 $1,259 $1,402 $4,670 $1,165 $1,016
$714
Property dispositions
Net proceeds from property dispositions
Number of commercial tenants(5)
Number of industries
Number of states
Portfolio occupancy rate
59
$167
249
47
49
77
$91
248
47
49
38
$66
240
47
49
46
75
$107
$134
234
205
47
49
47
49
44
$51
150
44
49
26
$24
136
38
49
28
$27
122
32
49
98.4%
98.3%
98.4%
98.4%
98.2%
97.2%
96.7%
96.6%
96.8%
Remaining weighted average lease term (years)
9.5
9.8
10.0
10.2
10.8
11.0
11.3
11.4
11.2
PER COMMON SHARE DATA(6)
Net income (diluted)
$1.10
$1.13
$1.09
$1.04
$1.06
$0.86
$1.05
$1.01
$1.03
Funds from operations (“FFO”)(2)
$2.82
$2.88
$2.77
$2.58
$2.41
$2.02
$1.98
$1.83
$1.84
Adjusted funds from operations (“AFFO”)(2)
$3.06
$2.88
$2.74
$2.57
$2.41
$2.06
$2.01
$1.86
$1.86
Dividends paid
$2.527 $2.392 $2.271 $2.192 $2.147 $1.772 $1.737 $1.722 $1.707
Annualized dividend amount(7)
$2.55
$2.43
$2.29
$2.20
$2.19
$1.82
$1.75
$1.73
$1.72
Common shares outstanding (millions)
284
260
250
225
207
133
133
118
104
INVESTMENT RESULTS
Closing price on December 31,
Dividend yield(8)(9)
$57.02 $57.48 $51.63 $47.71 $37.33 $40.21 $34.96 $34.20 $25.91
4.5%
4.6%
4.4%
5.9%
5.3%
5.1%
5.1%
6.6%
7.4%
Total return to stockholders(10)
3.6%
16.0%
13.0%
33.7%
(1.8%)
20.1%
7.3%
38.6%
19.3%
(1) For years prior to 2016, 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. Consistent with Realty Income’s financial reporting methodology
changes, 2016 and 2017 total revenue includes revenue from Crest Net Lease
(2) Refer to Management’s Discussion and Analysis for FFO and AFFO definition and reconciliation to net income available to common stockholders in
the 2017 Form 10-K section. 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 new properties acquired by Realty Income and Crest Net Lease and properties under development or expansion
(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 7 A N N U A L R E P O R T
19
16
$58
25
$20
118
30
49
2008
2007
2006
2005
2004
2003
2002
2001
2000
1999
1998
1997
1996
1995
1994
$331
$296
$241
$198
$178
$150
$138
$121
$116
$105
$108
$116
$99
$90
$90
$77
$186
$190
$156
$130
$121
$105
$192
$193
$159
$131
$126
$107
$170
$158
$130
$109
$97
$84
$69
$95
$96
$78
$58
$78
$79
$65
$45
$67
$68
$58
$41
$66
$66
$56
$85
$41
$63
$62
$52
$68
$35
$52
$52
$44
$57
$32
$48
$47
$43
$52
$26
$40
$40
$37
$49
$15
$39
$39
$39
$3,409 $3,239 $2,744 $2,096
$1,691 $1,533 $1,286 $1,178 $1,074 $1,017
$890
$700
$565
$515
$451
2,348
2,270
1,955
1,646
1,533
1,404
1,197
1,124
1,068
1,076
970
826
740
685
630
19
108
19
357
17
378
13
156
12
194
11
302
10
111
10
117
9
22
9
8
110
149
6
96
5
62
5
58
$190
$534
$770
$487
$215
$372
$139
$156
$99
$181
$193
$142
$56
$65
29
$28
119
30
49
10
$7
115
30
49
13
$11
103
29
48
23
$23
101
29
48
43
$35
93
30
48
35
$23
85
28
48
35
$20
79
26
48
35
$40
78
25
48
21
$45
72
24
46
3
$9
72
24
45
5
$3
65
22
45
10
$4
40
14
43
7
$4
24
8
42
3
$1
22
7
42
4
4
$3
5
$4
23
5
41
97.0%
97.9%
98.7%
98.5%
97.9%
98.1%
97.7%
98.2%
97.7%
98.4%
99.5%
99.2%
99.1%
99.3%
99.4%
11.9
13.0
12.9
12.4
12.0
11.8
10.9
10.4
9.8
10.7
10.2
9.8
9.5
9.2
9.5
$1.06
$1.16
$1.11
$1.12
$1.15
$1.08
$1.01
$0.99
$0.84
$0.76
$0.78
$0.74
$0.70
$0.63
$0.39
$1.83
$1.89
$1.73
$1.62
$1.53
$1.47
$1.40
$1.33
$1.26
$1.23
$1.18
$1.11
$1.04
$1.00
$0.98
$1.90
$1.92
$1.77
$1.63
$1.61
$1.50
$1.41
$1.34
$1.27
$1.24
$1.17
$1.10
$1.03
$0.98
$0.98
$1.662 $1.560 $1.437 $1.346
$1.241 $1.181 $1.151 $1.121 $1.091 $1.043 $0.983 $0.946 $0.931 $0.913 $0.300
$1.70
$1.64
$1.52
$1.40
$1.32
$1.20
$1.17
$1.14
$1.11
$1.08
$1.02
$0.96
$0.95
$0.93
$0.90
104
101
101
84
79
76
70
66
53
54
54
51
46
46
39
$23.15 $27.02 $27.70 $21.62
$25.29 $20.00 $17.50 $14.70 $12.44 $10.31 $12.44 $12.72 $11.94 $11.25
$8.56
6.1%
5.6%
6.7%
5.3%
6.2%
6.7%
7.8%
9.0%
10.6%
8.4%
7.7%
7.9%
8.3%
10.7%
9.9%
(8.2%)
3.2%
34.8%
(9.2%)
32.7%
21.0%
26.9%
27.2%
31.2%
(8.7%)
5.5%
14.5%
15.4%
42.0%
28.5%
(6) All share and per share amounts reflect the 2-for-1 stock split on December 31, 2004
(7) Annualized dividend amount reflects the December declared dividend rate per share multiplied by 12
(8) 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. Dividend yield excludes special dividends
(9) The 1994 dividend yield is based on the annualized dividends for the period from August 15, 1994 (the date of the consolidation of the
predecessors to the Company) to December 31, 1994. The 1994 total return is based on the price change from the opening on October 18, 1994
(the Company’s first day of trading) to December 31, 1994 plus the annualized dividend yield
(10) Total return calculated by dividing the net change in the share price plus the dividends paid per share during the year by the closing share price on
the last trading day of the preceding year
R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T 3
DEAR FELLOW
SHAREHOLDERS,
We are pleased to report that 2017 was another year of successful
operating performance for Realty Income. In fact, we selected the
artwork on the cover of this year’s Annual Report, well known for
the consistency of its patterns of perpendicular lines and primary
colors, to reflect the consistency of our company’s performance over
time. Our company’s disciplined approach to managing our business
has created a track record of achievement that has resulted in our
becoming the only S&P 500 REIT in the net lease sector. We continue
to maintain focus on the quality of our real estate portfolio, the safety
of our balance sheet, and the experience of our team members.
By running our company in this manner, we strive to achieve a
consistent pattern of positive performance year after year.
4 R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T
We achieved many milestones in 2017. We
Achieving our mission involves effectively
by completing our third-highest volume
raised just over $3.4 billion in attractively
executing our business plan to:
of property acquisitions in the company’s
priced permanent and long-term capital,
the most capital raised in any given year in
our company’s history. We used the capital
to fund just over $1.5 billion of high-quality
property acquisitions and to continue to
fortify our balance sheet. Moody’s, a major
credit rating agency, also upgraded our
credit rating to A3, giving us the highest
credit rating of any net lease real estate
company and one of the highest ratings
in the real estate sector. Our earnings per
share, as measured by Adjusted Funds from
Operations (AFFO), grew by 6.3% to $3.06,
• Pay 12 monthly dividends
• Raise the dividend
• Remain disciplined in our investment
underwriting approach
• Acquire additional properties according to
our selective investment strategy
• Create shareholder value through active
portfolio and asset management
• Maintain a conservative balance sheet
• Continue to grow investor interest in
The Monthly Dividend Company®
history, maintaining consistently high
portfolio occupancy, and accessing the
public capital markets at favorable terms to
position our balance sheet for future growth.
SHAREHOLDER RETURNS
Our focus on providing dependable
monthly dividends that increase over time
helps drive total shareholder returns. In
2017, the shareholders who owned our
common stock for the full calendar year
realized a total return of 3.6%, which
captures changes to our stock price as
a growth rate substantially higher than our
This business plan has served us well
well as the dividends paid throughout
long-term historical annual average. The
through various economic environments
the year. We always like to remind our
earnings growth enabled us to increase
and provides us with the flexibility to
shareholders that our company’s total
the dividend by 5.6% during the year while
adjust to ongoing changes in the retail
return results do not always move in
strengthening our dividend coverage ratio.
and industrial real estate markets, which is
parallel with our operating performance
MISSION
Our mission of providing dependable
crucial to our consistent performance. We
in any given year. Other factors beyond
are pleased to report that during 2017 we
our operating performance can impact
successfully executed on all aspects of this
the price of our shares including, but not
monthly dividends that increase over
plan. We paid 12 monthly dividends and
limited to, macroeconomic events, interest
time to our shareholders has guided us
raised the dividend five times throughout
rate trends, and conditions in the broader
throughout our history and consistently
the year. We accomplished these results
stock market.
positions us for favorable results.
TOTAL REVENUE(1)
(DOLLARS IN MILLIONS)
$1,170
$49
94
95
96 97 98 99 00 01 02 03 04 05 06 07 08 09 10
11
12
13
14
15
16
17
(1) See page 2, footnote 1, for the definition of total revenue
R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T 5
REALTY INCOME PERFORMANCE VS. MAJOR STOCK INDICES
Realty Income
Equity REIT Index(1)
Dow Jones
Industrial Average
S&P 500
NASDAQ Composite
DIVIDEND
YIELD
TOTAL
RETURN (2)
DIVIDEND
YIELD
TOTAL
RETURN ( 3)
DI VID EN D
Y IE LD
T OTAL
R ET UR N ( 3)
DI VI DE ND
Y IE LD
TO TAL
R ET URN ( 3)
DI VI DE ND
Y IE LD
TOTAL
RETUR N (4)
10.5%
8.3%
10.8%
42.0%
7.7%
7.4%
0.0%
15.3%
2.9%
2.4%
(1.6%)
36.9%
2.9%
2.3%
(1.2%)
37.6%
0.5%
0.6%
(1.7%)
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%
10.5%
(8.7%)
8.7%
(4.6%)
1.3%
27.2%
1.1%
21.0%
0.2%
85.6%
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%
8.6%
6.5%
(9.2%)
4.6%
12.2%
2.6%
1.7%
1.9%
4.9%
0.9%
1.4%
5.5%
34.8%
3.7%
35.1%
2.5%
19.0%
1.9%
15.8%
0.8%
9.5%
6.1%
3.2%
4.9%
(15.7%)
2.7%
8.8%
2.1%
5.5%
0.8%
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%
4.4%
13.0%
3.9%
2.8%
2.6%
0.2%
2.2%
1.4%
1.4%
5.7%
4.2%
16.0%
4.0%
8.6%
2.5%
16.5%
2.1%
12.0%
1.4%
7.5%
4.5%
3.6%
3.9%
8.7%
2.2%
28.1%
1.9%
21.8%
1.1%
28.2%
10/18–12/31
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
COMPOUND
AVERAGE ANNUAL TOTAL
RETURN(5)
16.3%
10.8%
10.8%
9.9%
9.9%
Note: All of these dividend yields are calculated as annualized dividends based on the last dividend paid in applicable time period divided by
the closing price as of period end. Dividend yield sources: NAREIT website and Bloomberg, except for the 1994 NASDAQ dividend yield which
was sourced from Datastream / Thomson Financial.
(1) FTSE NAREIT US Equity REIT Index, as per NAREIT website.
(2) Calculated as the difference between the closing stock price as of period end less the closing stock price as of previous period, plus
dividends paid in period, divided by closing stock price as of end of previous period. Does not include reinvestment of dividends for the
annual percentages.
(3) Includes reinvestment of dividends. Source: NAREIT website and Factset.
(4) Price only index, does not include dividends as NASDAQ did not report total return metrics for the entirety of the measurement period.
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, 2017, 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.
6 R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T
During 2017, we significantly exceeded
preserve the stability and growth of our
we receive from any single tenant, industry,
our historical average earnings per
earnings and the dividend. During 2017,
or market. The 303 properties acquired in
share growth rate even though our
we completed $1.52 billion in property
2017 are leased to tenants that operate
total return was 3.6%. We believe this
acquisitions, which notably exceeded our
in 23 different industries located in 40
inconsistency was largely attributable to
initial estimate of approximately $1 billion
states. Retail properties continue to be
market concerns regarding traditional
at this time last year. We remained quite
our principal property type and comprised
brick-and-mortar retailers, in addition to
selective in what we pursued, acquiring
95% of 2017 acquisitions as a percentage
expectations of rising inflation and higher
just 5% of the $30.4 billion in real
of rental revenue, with the balance
interest rates due to economic policies in
estate acquisition opportunities that we
represented by industrial properties.
Washington. These sentiments affected
generated and reviewed.
Additionally, approximately half of the
all retail-focused REITs in 2017 which, on
average, experienced total returns to their
shareholders of negative 5%. We believe
our relative outperformance is primarily
due to the market understanding that our
portfolio is more resilient to e-commerce
threats (see page 9 for additional
discussion).
While the flow of opportunities continued
to be active throughout the year, we
remained committed to our investment
strategy, targeting those opportunities
with quality real estate locations, high-
credit tenants, and favorably structured
lease terms. We believe this measured
approach should support the achievement
While external macroeconomic trends
of favorable risk-adjusted returns for our
and events can notably influence our
shareholders.
rental revenue from our acquisitions was
from tenants with investment-grade credit
ratings. The properties acquired reflect our
disciplined underwriting approach and
commitment to our stringent investment
parameters.
PORTFOLIO AND
ASSET MANAGEMENT
We experienced a very active and
successful year in 2017 with our portfolio
share price in the short run, over the long
term, our strong and consistent operating
performance has led to advances in our
stock price and dividends. The result has
been a compound average annual total
shareholder return of 16.3% since our
public listing in 1994 (see the table on
page 6). We are proud of these results,
and our goal is to continue advancing
the company in a manner that supports
The $1.52 billion in property acquisitions
and asset management activities. The
were purchased at an average initial
quality of our real estate portfolio as well
yield of 6.4%, which resulted in very
as the caliber and experience of our team
attractive investment spreads relative to
continued to contribute to earnings growth
our first-year nominal weighted average
driven by high portfolio occupancy, positive
cost of capital. We continued to maintain
re-leasing results, and the sale of non-
investment spreads well above our
strategic assets at attractive returns.
historical average given our cost of capital
advantage in the industry.
We ended 2017 with occupancy of 98.4%,
which matches our highest year-end
sustainable, long-term value creation for
Beyond increasing earnings, our
occupancy level in 10 years. We re-
our shareholders.
acquisitions further strengthened the
leased 259 properties to existing or new
ACQUISITIONS
Our real estate acquisitions continue to be
position of the company by continuing
tenants, achieving rental rates that were
to diversify the portfolio and improve
approximately 106% of the expiring rent,
our tenant credit quality. Diversification
well above our long-term average recapture
the primary driver of our earnings growth.
continues to be central to our investment
rate of 100%. We are pleased to have grown
As fiduciaries of your investment, we are
strategy as it enhances the stability of our
the cash flow generated from our properties
committed to acquiring properties that
revenues by limiting the amount of rent
that we re-leased, and believe our positive
R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T 7
PORTFOLIO OCCUPANCY(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
8
9
.
%
3
8
9
.
%
4
8
9
.
94
95
96
97
98
99
00
01
02
03
04
05
06
07
08
09
10
11
12
13
14
15
16
17
(1) Calculated at the end of each year by the number of properties
2017 results reflect our proven, disciplined,
In 2017, we continued to expand and
In 2017, we again took steps to
and selective underwriting approach based
refine our Portfolio & Asset Management
strengthen our balance sheet to ensure a
on many years of investing in net lease
Department. This group has done an
conservative capital structure benefiting
properties. Our experience has enabled
excellent job in further developing our asset
our shareholders. During the year, we raised
us to assemble a high-quality real estate
management activities and will be integral
over $1.4 billion in common equity capital
portfolio that has produced favorable
in the ongoing effective management of our
at an average price of approximately $60
long-term, risk-adjusted returns for our
growing portfolio.
shareholders.
per share. Additionally, with one of the
highest credit ratings in the REIT industry,
We continue to strive for additional
value creation opportunities through our
asset management efforts. In 2017, we
selectively invested $30 million for capital
improvements in properties with expiring
leases, generating an incremental 7.7%
yield on this invested capital. We also
selectively sell non-strategic and vacant
assets with carrying costs at attractive
returns and redeploy the proceeds into
properties that better meet our investment
strategy. In 2017, we sold 58 properties
for $166 million and realized an unlevered
internal rate of return of 9.9% on these
investments. These activities enable us to
maintain the quality of our portfolio and
support the stability and growth in earnings
and the dividend.
CAPITAL MARKETS ACTIVITY
We continue to enjoy excellent access to
we raised $2 billion in long-term, fixed-
rate debt at a yield of 3.7%. The debt we
multiple forms of capital to fund our
issued carried an initial average term of
business. Within the net lease sector, we
over 14 years, which extended the average
view our low cost of capital as a distinct
remaining term of our existing unsecured
competitive advantage as it positions
notes and bonds from 6.6 years to 9.3 years.
us to grow earnings while acquiring the
highest quality real estate properties in
the marketplace. In 2017, our relative
cost of capital advantage improved when
Moody’s upgraded our senior unsecured
rating to A3 from Baa1, recognizing the
continued strengthening of our credit
profile. Our investment-grade credit ratings
of A3/BBB+/BBB+ are the highest in the
net lease sector and demonstrate our
track record of financial discipline in
operating our company.
By primarily utilizing equity and long-term,
fixed-rate debt to fund our liquidity needs,
we have preserved our financial flexibility
and limited future refinancing risks. As we
entered 2018, common equity represented
73% of our total market capitalization
and our fixed charge coverage ratio was
a healthy 4.8x, the highest level in our
company’s history. While these levels will
fluctuate from year to year, we remain
committed to managing our balance sheet
in a conservative manner.
8 R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T
EARNINGS AND DIVIDENDS
COMPOUND AVERAGE ANNUAL GROWTH
SINCE 1994 NYSE LISTING
5.0% AFFO PER SHARE GROWTH
4.6% DIVIDEND PER SHARE GROWTH
$3.06
AFFO PER SHARE
$2.55
2017
ANNUALIZED
DIVIDEND
PER SHARE
94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09
10 11
12
13 14 15 16 17
RESOURCES
The continued success of our company is
business platform, delivering the highest
percentage of our revenue to earnings for
EARNINGS AND DIVIDENDS
Our activities contributed to healthy 2017
made possible by the quality of our Board
our shareholders of any publicly-traded net
earnings growth. We continued to grow
of Directors and team members. We have
lease company.
an experienced, diverse, talented, and
highly-engaged independent Board who
encourages us to be best-in-class in all
areas of our business. I also continue to
be impressed by the breadth, depth, and
commitment of our team. We currently have
152 dedicated team members who range
in tenure from one month to 34 years. Our
senior officers who oversee our real estate
operations have an average tenure of 12
years with the company. Our team members
ensure our business operates effectively. I
am proud of our team’s accomplishments
in 2017 and believe we will continue to
serve our shareholders well into the future.
An extension of our mission as The Monthly
Dividend Company® is to take an active
role in the betterment of our community.
As part of our Corporate Responsibility
program (see page 17 for additional
discussion), this past year we devoted over
725 employee volunteer hours to various
charitable organizations including
San Diego Habitat for Humanity where
our team members helped construct
several local homes. We also made
corporate donations to multiple charitable
organizations. We have had a significant
presence in San Diego County since
our founding in 1969 and believe it is
Our goal is always to maximize our
important for us to continue to impact our
operational efficiency by ensuring that
local community positively as a responsible
we have the right people, processes, and
corporate citizen. We also remain focused
systems in place. In 2017, our general and
on environmental and sustainability
administrative expenses as a percentage of
initiatives at our headquarters and in
revenue were 5%, the lowest amongst our
our operations, subject to our net lease
peers in the net lease sector. We continue
orientation.
to capitalize on the scalability of our
our AFFO, or the cash earnings available
to pay the dividend, while maintaining the
strength of our balance sheet. In 2017, we
grew our AFFO per share by 6.3% to $3.06,
which allowed us to increase the dividend
five times throughout the year, and again
in February 2018, raising the dividend
by 4% as compared to February 2017.
The continued strength of our operations
allowed us to increase the dividend while
achieving a payout ratio of just under 83%,
providing a comfortable margin of safety
for our shareholders.
MACROECONOMIC
ENVIRONMENT AND
OUR POSITION
As I write this letter, we are operating in
a domestic economy characterized by
improving GDP growth, low unemployment,
and growth-oriented economic policies from
Washington that have led to higher interest
rates. Amid this strong economic backdrop,
consumer shopping behavior continues
to evolve. Traditional brick-and-mortar
R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T 9
retailers have had to adapt their business
non-retail properties, primarily industrial
macroeconomic conditions, and changing
models to better compete with e-commerce
and distribution properties supporting
demographics on our business. While
retailers which are gaining market share. We
e-commerce fulfillment.
we cannot control these external factors
have been closely monitoring the growing
presence of e-commerce for many years
and have taken a proactive approach to
address these changes and adjust our
investment strategy accordingly.
We have also taken deliberate steps to
position our portfolio to be diversified
by tenant, industry, geography, and to a
certain extent, property type, enhancing
the stability of our revenue. Our tenant
Today, over 90% of our rental revenue from
credit profile remains strong with 50%
our retail properties, which represents
of our rental revenue today derived from
approximately 80% of our total rental
investment-grade rated tenants. We have
revenue, is generated from tenants with
also conservatively underwritten non-
a service, non-discretionary, and/or low
investment-grade retail tenants who have
price point component to their business.
sound property level financial metrics and
We believe these characteristics better
have demonstrated resiliency throughout
position our tenants to operate in a variety
varying economic environments. Our track
of economic environments and to compete
record of maintaining high occupancy,
more effectively with e-commerce. Our
which has never been below 96% in our
investment strategy also prioritizes retail
company’s history, reflects the overall
or know how they might change in the
future, we believe our continued focus
on the execution of our strategy has
created a strong real estate portfolio
and well-capitalized balance sheet that
should, by design, perform in virtually any
economic and operating environment. As
stewards of your capital, we take pride in
proactively refining our business strategy in
anticipation of potential threats.
OUTLOOK
We are proud of our company’s position
of strength as we enter 2018 and are
committed to continuing to grow your
company responsibly.
tenants who are well capitalized and can
health of our tenant base and the
We are sourcing ample acquisition
invest in their omnichannel platforms,
reliability of our revenue that supports
opportunities and remain disciplined and
further incorporating their brick-and-mortar
the monthly dividend.
real estate into their online activities.
Additionally, approximately 20% of our
overall rental revenue is generated from
We continue to monitor the impact
of potentially disruptive technologies,
selective in our underwriting approach.
We anticipate completing $1 billion to
$1.5 billion in high-quality acquisitions in
1 0 R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T
2018 at attractive investment spreads and
favorable risk-adjusted returns.
CONCLUSION
We are pleased to have upheld our
mission, we cannot guarantee that we will
be as successful in 2018 as we have been
To fund our acquisition activities, we
maintain a $2 billion line of credit, that can
be expanded to $3 billion, and continue
to enjoy excellent access to permanent
and long-term capital. Our leverage metrics
remain conservative, providing us with the
flexibility to fund the growth of our portfolio
with the full spectrum of capital sources
available to us.
We believe that our existing portfolio
will continue to perform well. We expect
occupancy in 2018 to remain around
98%, with same store rent growing by
approximately 1.0%, consistent with
our 2017 results. Additionally, we are
committed to maximizing the revenue
generated from our existing real estate
properties through our active portfolio
and asset management activities. These
aforementioned activities should contribute
to what we believe will be another year of
positive operating results for the company.
long-term pattern of successful operating
in the past. Therefore, we always remind
performance in 2017. We had many
our shareholders how important it is to rely
accomplishments during the year that led
on Realty Income for only a portion of their
to solid earnings and dividend growth.
income needs.
We thank you for your continued support of
our company and will keep you apprised of
our progress throughout the year.
As we move into 2018 and beyond, we
will continue to consistently manage the
business with a long-term focus, high
degree of discipline, and dedication to
the dividend.
Our mission as The Monthly Dividend
Company® is to provide our shareholders
with dependable monthly dividends that
increase over time. This mission has served
us well throughout our 49-year operating
history and will continue to drive the quality
of properties we acquire, the types of
capital we raise, and the talents required
of our team. As your CEO, I am committed
Sincerely,
to continuing to lead our company in the
execution of our business plan and the
achievement of our mission. While we
remain confident in our ability to operate
John P. Case
the company in a manner that supports our
Chief Executive Officer
COMPARISON OF $100 INVESTED IN REALTY INCOME IN 1994 VS.
MAJOR STOCK INDICES
REALTY INCOME
DOW JONES INDUSTRIAL AVERAGE
EQUITY REIT INDEX
NASDAQ COMPOSITE
S&P 500
$2,707
$1,097
$1,075
$917
$907
94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10
11
12
13
14
15
16
17
R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T 1 1
PROPERTY TYPE
DIVERSIFICATION
Property
Type
Retail
Industrial
Office
Agriculture
Number of
Properties
% of
Revenue(1)
4,999
116
42
15
80.7%
12.5%
4.6%
2.2%
(1) Based on rental revenue for the
quarter ended 12/31/17
WELL-DESIGNED
PORTFOLIO
Our real estate portfolio consists of 5,172 freestanding, single-tenant
commercial properties that are diversified by tenant, industry, geography, and to
a certain extent, property type. At the end of 2017, our properties were leased to
249 commercial tenants operating across 47 industries and located in 49
states and Puerto Rico. The majority of our properties continue to be retail, with
the largest component outside of retail being industrial properties. Our tenant
base remains healthy with approximately 46% of the revenue generated from
properties leased to tenants with investment-grade credit ratings. Maintaining a
diversified portfolio leased to strong tenants helps ensure the stability of our
revenue that supports the payment of monthly dividends.
The strength of our portfolio is further enhanced by the experience of our
portfolio and asset management teams in maximizing the revenue generated
from our properties. As one of the most seasoned net lease companies, we have
re-leased or sold over 2,600 properties with expiring leases throughout our
history as a public company. This is unprecedented in our industry and as a
result, we have achieved stable occupancy that has never been below 96%.
1 2 R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T
TENANT DIVERSIFICATION
% of
Revenue(1)
Number of
Properties
6.5%
5.1%
4.0%
3.9%
3.6%
3.6%
3.0%
2.5%
2.2%
2.1%
2.0%
1.9%
1.9%
1.8%
1.8%
1.7%
1.7%
1.5%
1.5%
1.2%
203
43
53
532
468
32
51
298
15
17
11
25
76
134
216
69
111
159
14
19
Tenant
Walgreens*
FedEx*
LA Fitness
Dollar General*
Dollar Tree / Family Dollar
AMC Theatres
Walmart / Sam's Club*
Circle K (Couche-Tard)*
BJ’s Wholesale Clubs
Treasury Wine Estates
Life Time Fitness
Regal Cinemas
CVS Pharmacy*
Super America (Andeavor)*
GPM Investments / Fas Mart
Rite Aid
7-Eleven*
TBC Corporation (Sumitomo)*
Kroger*
FreedomRoads / Camping World
(1) Based on annualized rental revenue as of 12/31/17
*Investment-grade rated
ALASKA AND PUERTO RICO NOT TO SCALE
R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T 1 3
INDUSTRY DIVERSIFICATION
% of
Revenue(1)
Industry
10.6%
Drug Stores
9.4%
7.7%
7.5%
5.7%
5.5%
5.3%
4.5%
3.7%
3.2%
Convenience Stores
Dollar Stores
Health and Fitness
Theaters
Restaurants - Quick Service
Transportation Services
Grocery Stores
Restaurants - Casual Dining
Wholesale Clubs
(1) Based on rental revenue for the quarter ended
12/31/17
GEOGRAPHIC DIVERSIFICATION
AS A % OF REVENUE(1)
TEXAS 9.4%
CALIFORNIA 9.3%
ILLINOIS 6.2%
FLORIDA 5.8%
OHIO 5.2%
NEW YORK 5.0%
<1%
1–2%
2–3%
3–4%
4–5%
5–6%
6–10%
(1) Based on rental revenue for the quarter ended 12/31/17
DISCIPLINED
INVESTMENT PROCESS
We focus on acquiring freestanding, single-tenant commercial properties
leased to high-quality tenants under long-term, net lease agreements, typically
in excess of 10 years. During 2017, we reviewed approximately $30.4 billion
of investment opportunities that generally satisfied one or more of these criteria.
These opportunities went through a rigorous, multi-step internal underwriting and
legal diligence process, resulting in the selection of $1.52 billion in properties that
we ultimately acquired.
The process begins with a review of the real estate. We target properties
located in significant markets or strategic locations critical to generating
revenue for the tenant. We examine the property-level attributes such as
access and signage, demographic trends relative to the property’s intended
use, potential alternative use, and overall viability of the market.
In addition to the real estate, we also carefully review the characteristics and
financial strength of the tenant and its industry. Our team of research
professionals conducts a thorough financial review and analysis of the tenant,
including an assessment of the store-level performance of the retail
operations to ensure we own the tenant’s highest-performing locations. Our
team stays abreast of trends in the various industries and frequently meets
with management representatives within these industries to better understand
our tenants’ operations.
The information gathered on the real estate, tenant, and industry determines
the appropriate price for an investment. We ensure the real estate is
appropriately priced relative to replacement cost and leased at rental rates
that are generally in line with market rent in order to support strong long-term
investment returns generated by each asset. Our Investment Committee
collectively reviews these characteristics and metrics to decide which
properties to acquire. This rigorous selection process maintains the quality of
our investment portfolio and supports the stability of our cash flow over time.
1 4 R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T
ACQUISITIONS SELECTIVITY
(DOLLARS IN BILLIONS)
Year
2017
2016
2015
2014
2013
2012
2011
2010
Amount
Sourced
Amount
Acquired
Selectivity(1)
$30.4
$28.5
$31.7
$24.3
$39.4
$17.0
$13.3
$5.7
$1.52
$1.86
$1.26
$1.40
$4.67
$1.16
$1.02
$0.71
5%
7%
4%
6%
12%
7%
8%
12%
(1) Selectivity is calculated as the amount of
acquisitions acquired divided by the amount
of acquisitions sourced
CONSERVATIVE
CAPITAL STRUCTURE
Our commitment to the dividend is demonstrated by the way we manage our
balance sheet. We believe it is important to maintain a conservative capital
structure that is primarily equity-focused in order to protect the dividend. At the
end of 2017, our total market capitalization was $22.4 billion, of which $16.2
billion, or 73%, was common equity.
When we use debt to fund our growth, we structure it in a conservative manner.
Over the life of the company, over 95% of the bond volume we have issued has
been for terms of 10 years or longer and 100% of our outstanding bonds are
BALANCE SHEET STRENGTH (1)
fixed-rate and unsecured. As of December 31, 2017, our debt-to-EBITDA ratio was
a healthy 5.5x. We maintain a $2.0 billion line of credit, which provides us
flexibility to close on acquisitions quickly and then opportunistically raise equity
and/or long-term debt when capital market dynamics are most favorable to us.
Our investment-grade credit ratings of A3/BBB+/BBB+ (Moody’s/S&P/Fitch), with
a “Positive” outlook by S&P, continue to provide us with a low cost of public
unsecured debt.
73%
COMMON EQUITY
27%
DEBT
(1) At 12/31/17
R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T 1 5
DESIGNED FOR
MONTHLY DIVIDENDS
As The Monthly Dividend Company®, we remain committed to operating our
company in a manner that provides our shareholders with dependable monthly
dividends that increase over time. At the core of every business decision we
make is the focus on protecting and growing the dividend. Our commitment is
evidenced by our track record of dividend performance. Since our company’s
listing on the NYSE in 1994, we have increased the dividend every year at a
compound average annual growth rate of approximately 5% and have never cut
the dividend. We are one of only five REITs in the S&P High Yield Dividend
Aristocrats® index, which includes companies that have increased their dividend
every year for at least 20 years.
570
CONSECUTIVE MONTHLY
DIVIDENDS DECLARED
$5.1
BILLION IN
DIVIDENDS PAID
94
DIVIDEND INCREASES
SINCE 1994 NYSE LISTING
0
DIVIDEND
REDUCTIONS
1 6 R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T
CORPORATE
RESPONSIBILITY
Our company is committed to being
also play an active role in supporting the
technology, adopting an electronic approval
socially and environmentally responsible,
community through civic involvement with
system, carpooling to our headquarters,
and to conducting our business according
charitable organizations and through
and recycling paper waste. In 2017, we
to the highest ethical standards. Our
corporate donations.
established an internal “Green Team”
employees are awarded 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. We
Additionally, we focus on environmentally
conscious and sustainable practices
through how we manage our activities at
our corporate headquarters. At our
headquarters, we promote energy
efficiency and encourage practices such
as powering down office equipment at the
end of the day, implementing file-sharing
whose mission is to encourage
environmentally-smart choices at our
headquarters to further reduce our
environmental impact as a company. Given
the net lease nature of our leases, we also
encourage our tenants to institute
environmentally conscious practices in their
day-to-day operations at our properties.
R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T 1 7
FORM 10-K
Certain exhibits and schedules to the Form 10-K are not reproduced
here, but can be obtained from our website at www.realtyincome.com
or from the SEC’s website at www.sec.gov. The Form 10-K includes the
section 302 certifications filed with the SEC.
1 8 R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T
2017 REALTY INCOME CORPORATION AND SUBSIDIARIES
Financial Information
Consolidated Balance Sheets ............................................................................................................... 20
Consolidated Statements of Income ..................................................................................................... 21
Consolidated Statements of Equity ....................................................................................................... 22
Consolidated Statements of Cash Flows .............................................................................................. 23
Notes to Consolidated Financial Statements ........................................................................................ 24
Consolidated Quarterly Financial Data ................................................................................................. 45
Reports of Independent Registered Public Accounting Firm ................................................................ 46
Business Description ............................................................................................................................ 48
Property Portfolio Information ............................................................................................................... 58
Forward-Looking Statements ................................................................................................................ 65
Management’s Discussion and Analysis of Financial Condition and Results of Operations ................ 66
General .............................................................................................................................................................. 66
Liquidity and Capital Resources ........................................................................................................................ 66
Results of Operations ........................................................................................................................................ 73
Funds from Operations Available to Common Stockholders (FFO) .................................................................. 79
Adjusted Funds from Operations Available to Common Stockholders (AFFO) ........................................... 80
Impact of Inflation .............................................................................................................................................. 81
Impact of Recent Accounting Pronouncements ................................................................................................ 81
Quantitative and Qualitative Disclosures About Market Risk ............................................................................ 81
Selected Financial Data ........................................................................................................................ 83
Controls and Procedures ...................................................................................................................... 84
Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities ................................................................................................ 85
19
REALTY INCOME CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
At December 31, 2017 and 2016
(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 loans, net
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, no shares issued and outstanding
as of December 31, 2017 and 16,350,000 issued and outstanding
as of December 31, 2016, liquidation preference $25.00 per share
Common stock and paid in capital, par value $0.01 per share,
370,100,000 shares authorized, 284,213,685 shares issued and
outstanding as of December 31, 2017 and 260,168,259 shares issued
and outstanding as of December 31, 2016
Distributions in excess of net income
Total stockholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
2017
2016
$
6,674
4,080,400 $
10,936,069
15,016,469
(2,346,644)
12,669,825
3,752,204
10,112,212
13,864,416
(1,987,200)
11,877,216
26,575
11,903,791
9,420
104,584
1,082,320
15,067
37,689
$ 14,058,166 $ 13,152,871
12,676,499
6,898
119,533
1,194,930
14,970
45,336
$
60,799 $
109,523
268,796
116,869
110,000
445,286
325,941
5,230,244
6,667,458
55,235
121,156
264,206
85,616
1,120,000
319,127
466,045
3,934,433
6,365,818
-
395,378
9,624,264
(2,252,763)
7,371,501
8,228,594
(1,857,168)
6,766,804
20,249
6,787,053
$ 14,058,166 $ 13,152,871
19,207
7,390,708
The accompanying notes to consolidated financial statements are an integral part of these statements.
20
REALTY INCOME CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
Years ended December 31, 2017, 2016 and 2015
(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
Total expenses
Gain on sales of real estate
Loss on extinguishment of debt
Net income
Net income attributable to noncontrolling interests
Net income attributable to the Company
Preferred stock dividends
Excess of redemption value over carrying value of
preferred shares redeemed
Net income available to common stockholders
2017
2016
2015
$
$
1,166,224
46,082
3,462
1,215,768
1,057,413 $
43,104
2,655
1,103,172
976,865
42,015
4,405
1,023,285
498,788
247,413
58,446
69,480
6,044
14,751
894,922
40,898
(42,426)
319,318
(520)
318,798
(3,911)
449,943
219,974
51,966
62,865
3,262
20,664
808,674
21,979
-
316,477
(906)
315,571
(27,080)
409,215
233,079
49,298
55,352
3,169
10,560
760,673
22,243
-
284,855
(1,089)
283,766
(27,080)
(13,373)
301,514 $
$
-
-
288,491 $
256,686
Amounts available to common stockholders per common share:
Net income, basic and diluted
$
1.10 $
1.13 $
1.09
Weighted average common shares outstanding:
Basic
Diluted
273,465,680
273,936,752
255,066,500
255,624,250
235,767,932
236,208,390
The accompanying notes to consolidated financial statements are an integral part of these statements.
21
REALTY INCOME CORPORATION AND SUBSIDIARIES
Consolidated Statements of Equity
Years ended December 31, 2017, 2016, and 2015
(DOLLARS IN THOUSANDS)
Shares of
preferred
Shares of
common
stock
stock
Preferred
stock and
paid in
capital
Common
stock and
paid in
capital
Distributions
in excess of stockholders' Noncontrolling
interests
net income
equity
Total
Total
equity
Balance, December 31, 2014
Net income
Distributions paid and payable
Share issuances, net of costs
Redemption of common units
Reallocation of equity
Share-based compensation, net
Balance, December 31, 2015
Net income
Distributions paid and payable
Share issuances, net of costs
Contributions by noncontrolling
interests
Redemption of common units
Reallocation of equity
Share-based compensation, net
16,350,000
-
-
-
-
-
-
16,350,000
-
-
-
-
-
-
-
Balance, December 31, 2016
Net income
Distributions paid and payable
Share issuances, net of costs
Contributions by noncontrolling
interests
Preferred shares redeemed
Reallocation of equity
Share-based compensation, net
16,350,000
-
-
-
-
(16,350,000)
-
-
224,881,192 $ 395,378 $ 6,464,987 $ (1,246,964) $ 5,613,401 $
-
-
25,322,655
168,182
-
44,728
-
-
-
-
-
-
-
-
1,190,006
4,347
1,051
6,037
283,766
(567,012)
-
-
-
-
283,766
(567,012)
1,190,006
4,347
1,051
6,037
250,416,757 $ 395,378 $ 7,666,428 $ (1,530,210) $ 6,531,596 $
-
-
9,449,167
-
103,182
-
199,153
-
-
-
-
-
-
-
-
-
557,636
315,571
(642,529)
-
315,571
(642,529)
557,636
-
(2,865)
(543)
7,938
-
-
-
-
-
(2,865)
(543)
7,938
27,698 $ 5,641,099
1,089
284,855
(568,664)
(1,652)
-
1,190,006
-
(4,347)
(1,051)
-
-
6,037
21,737 $ 6,553,333
316,477
(655,211)
557,636
906
(12,682)
-
15,906
(6,161)
543
-
15,906
(9,026)
-
7,938
260,168,259 $ 395,378 $ 8,228,594 $ (1,857,168) $ 6,766,804 $
-
-
23,957,741
-
-
-
-
-
1,388,080
318,798
(701,020)
-
318,798
(701,020)
1,388,080
20,249 $ 6,787,053
319,318
(703,067)
1,388,080
520
(2,047)
-
-
-
-
87,685
-
(395,378)
-
-
-
-
(485)
8,075
-
(13,373)
-
-
-
(408,751)
(485)
8,075
-
-
485
-
-
(408,751)
-
8,075
Balance, December 31, 2017
-
284,213,685 $
- $ 9,624,264 $ (2,252,763) $ 7,371,501 $
19,207 $ 7,390,708
The accompanying notes to consolidated financial statements are an integral part of these statements.
22
REALTY INCOME CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2017, 2016 and 2015
(DOLLARS IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
Adjustments to net income:
Depreciation and amortization
Loss on extinguishment of debt
Amortization of share-based compensation
Non-cash revenue adjustments
Amortization of net premiums on mortgages payable
Amortization of deferred financing costs
(Gain) loss on interest rate swaps
Gain on sales of real estate
Provisions for impairment on real estate
Change in assets and liabilities
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
Improvements to real estate, including leasing costs
Proceeds from sales of real estate
Insurance proceeds received
Collection of loans receivable
Non-refundable escrow deposits for 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
Proceeds from mortgages payable
Payments upon extinguishment of debt
Principal payments on mortgages payable
Proceeds from term loans
Redemption of preferred stock
Proceeds from common stock offerings, net
Proceeds from dividend reinvestment and stock purchase plan
Proceeds from At-the-Market (ATM) program
Redemption of preferred units
Redemption of common units
Distributions to noncontrolling interests
Debt issuance costs
Other items, including shares withheld upon vesting
Net cash provided by financing activities
2017
2016
2015
$
319,318
$
316,477 $
284,855
498,788
42,426
13,946
(3,927)
(466)
9,158
(3,250)
(40,898)
14,751
(92)
26,096
875,850
(1,413,270)
(15,247)
166,976
14,411
123
(7,500)
(1,254,507)
(689,294)
(6,168)
1,465,000
(2,475,000)
2,033,041
(725,000)
-
(41,643)
(139,725)
-
(408,750)
704,938
69,931
621,697
-
-
(2,043)
(17,510)
(14,356)
375,118
(3,539)
15,681
12,142
$
449,943
-
12,007
(10,154)
(3,414)
8,904
(1,639)
(21,979)
20,664
(5,414)
34,468
799,863
409,215
-
10,391
(8,607)
(7,482)
9,044
3,043
(22,243)
10,560
(1,377)
6,168
693,567
(1,798,892)
(13,426)
99,096
-
12,515
-
(1,266,885)
(11,541)
65,817
-
-
-
(1,700,707)
(1,212,609)
(610,516)
(27,080)
3,879,000
(2,997,000)
592,026
(275,000)
9,963
-
(231,743)
-
-
383,572
10,252
166,781
-
(9,026)
(12,725)
(5,274)
(7,038)
866,192
(34,652)
50,333
15,681 $
(533,238)
(27,080)
1,448,000
(1,433,000)
-
(150,000)
-
-
(198,353)
250,000
-
793,559
363,029
36,348
(6,750)
-
(1,679)
(10,259)
(7,383)
523,194
4,152
46,181
50,333
Net (decrease) increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents and restricted cash, end of period
$
For supplemental disclosures, see note 15.
The accompanying notes to consolidated financial statements are an integral part of these statements.
23
REALTY INCOME CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2017, 2016 and 2015
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, 2017, we owned 5,172 properties, located in 49 states and Puerto Rico, containing over
89.6 million leasable square feet.
Information with respect to number of properties, square feet, average initial lease term and weighted average
contractual lease rate is unaudited.
2.
Summary of Significant Accounting Policies
Federal Income Taxes. We have elected to be taxed as a REIT, as defined above, 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 taxable 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 federal income taxes of our
taxable REIT subsidiaries. The income taxes recorded on our consolidated statements of income represent
amounts paid by Realty Income and its subsidiaries 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.
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.
24
The following is a reconciliation of the denominator of the basic net income per common share computation to the
denominator of the diluted net income per common share computation.
Weighted average shares used for the basic net income
per share computation
Incremental shares from share-based compensation
Weighted average 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
2017
2016
2015
273,465,680
154,050
255,066,500
240,728
235,767,932
123,436
317,022
317,022
317,022
273,936,752 255,624,250 236,208,390
were anti-dilutive
32,205
475
106,103
Weighted average partnership common units convertible
to common shares that were anti-dilutive
88,182
198,429
417,060
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 $337,000 at December 31, 2017 and $74,000 at December 31, 2016.
Other revenue, which comprises property-related revenue not included in rental revenue or tenant
reimbursements, was $3.5 million in 2017, $2.7 million in 2016 and $4.4 million in 2015.
Principles of Consolidation. The accompanying consolidated financial statements include the accounts of
Realty Income and other subsidiaries 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 10). We have no unconsolidated investments.
Cash Equivalents and Restricted Cash. 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.
Restricted cash includes cash proceeds from the sale of assets held by qualified intermediaries in anticipation of
the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Code, impounds related
to mortgages payable and cash that is not immediately available to Realty Income (i.e. escrow deposits for future
acquisitions).
Cash accounts maintained on behalf of Realty Income in demand deposits at commercial banks and money
market funds may exceed federally insured levels or may be held in accounts without any federal insurance or
any other insurance or guarantee. However, Realty Income has not experienced any losses in such accounts.
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. During the first quarter of 2017, the FASB issued
Accounting Standards Update, or ASU, 2017-01 to clarify the definition of a business with the objective of adding
25
guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or
disposals) of assets or businesses. We elected to adopt this ASU early, effective October 1, 2017. As a result of
this new guidance, our real state acquisitions during the fourth quarter of 2017 qualified as asset acquisitions and
the transaction costs associated with those acquisitions were capitalized. When acquiring a property for
investment purposes, we typically allocate the cost of real estate acquired, inclusive of transaction costs, to: (1)
land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their
relative estimated fair values. Intangible assets and liabilities consist of above-market or below-market lease value
of in-place leases and the value of in-place leases. 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 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. 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 internally by our real estate research department or, in rare circumstances, 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 the Financial Accounting Standards Board, or 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 primarily on internally prepared real estate valuations for each
property, 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.
The values of the above-market and below-market leases are amortized over the term of the respective leases,
including any bargain renewal options, as an adjustment to rental revenue on our consolidated statements of
income. The value of in-place leases, exclusive of the value of above-market and below-market in-place leases,
is amortized to depreciation and amortization expense over the remaining periods of the respective leases. If a
lease is terminated prior to its stated expiration, all unamortized amounts relating to that lease are 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. Our assumed net debt premiums 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 proportional share of equity issued or
contributions made 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
26
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.
Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The
estimated useful lives are as follows:
Buildings
Building improvements
Tenant improvements and lease commissions The shorter of the term of the related lease or useful life
Acquired in-place leases
25 years or 35 years
4 to 20 years
Remaining terms of the respective leases
Provision 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
utilize in this analysis include projected rental rates, estimated holding periods, historical sales and releases,
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.
If a 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.
Nine properties were classified as held for sale at December 31, 2017. We do not depreciate properties that are
classified as held for sale.
In 2017, we recorded total provisions for impairment of $14.8 million on three properties classified as held for sale,
five properties classified as held for investment, and 18 sold properties. In 2016, we recorded total provisions for
impairment of $20.7 million on four properties classified as held for investment and 35 sold properties. In 2015,
we recorded total provisions for impairment of $10.6 million on two properties classified as held for investment,
12 sold properties, and one property disposed of other than by sale.
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. Based on our analysis of goodwill during the
second quarters of 2017, 2016 and 2015, we determined, that the fair values of our reporting units were not more
likely than not to be less than their respective carrying amounts and no impairment was recorded on our existing
goodwill during 2017, 2016 or 2015.
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 acquired prior to our adoption of ASU 2017-01, were recorded
initially at fair value based on the price of the applicable units issued or contributions made, and subsequently
adjusted each period for distributions, additional contributions and the allocation of net income attributable to the
noncontrolling interests. Noncontrolling interests issued or assumed subsequent to our adoption of ASU 2017-01
on October 1, 2017, were recorded based on the proportional share of equity in the entity.
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 note 10) 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
27
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.
Additionally, in 2016 we completed the acquisition of two properties by acquiring a controlling interest in two
separate joint ventures. We are the managing member of each of these joint ventures, and possess the ability to
control the business and manage the affairs of these entities. As the managing member for each of these joint
ventures, we have operating and financial control over these entities, consolidate them in our financial statements,
and record the ownership interests 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.
Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (FASB) issued
ASU 2014-09, Revenue from Contracts with Customers. This ASU, as amended by ASU 2015-14, Revenue from
Contracts with Customers: Deferral of the Effective Date, outlines a comprehensive model for companies to use
in accounting for revenue arising from contracts with customers, and will apply to transactions such as the sale of
real estate. This ASU, which is effective for interim and annual periods beginning after December 15, 2017,
requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or
services and also to provide certain additional disclosures. We adopted this standard effective as of January 1,
2018 and utilized the cumulative effect transition method of adoption. The adoption of this guidance did not have
a material impact on our financial position or results of operations.
In February 2016, FASB issued ASU 2016-02 (Topic 842, Leases), which amended Topic 840, Leases. Under
this amended topic, the accounting applied by a lessor is largely unchanged from that applied under Topic 840,
Leases. The large majority of operating leases should remain classified as operating leases, and lessors should
continue to recognize lease income for those leases on a generally straight-line basis over the lease term. The
amendments included in this topic are effective, for interim and annual periods beginning after December 15,
2018. We have not yet adopted this topic and are currently evaluating the impact this amendment may have on
our consolidated financial statements.
In November 2016, FASB issued ASU 2016-18, which amends Topic 230, Statement of Cash Flows: Restricted
Cash. The amendments in this ASU, which are effective for interim and annual periods beginning after December
15, 2017, require that a statement of cash flows explain the change during the period in the total of cash, cash
equivalents, and amounts generally described as restricted cash or restricted cash equivalents. We have elected
adoption of this ASU early, as of December 31, 2017. Therefore, amounts generally described as restricted cash
and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-
period and end-of-period total amounts shown on the consolidated statement of cash flows. The adoption of this
topic required retrospective revision to the statement of cash flows for the year's 2016 and 2015, and additional
disclosure for items classified as restricted cash, see note 15. The adoption of this topic did not have a material
impact on our consolidated financial statements or related disclosures.
In January 2017, FASB issued ASU 2017-01, which amends Topic 805, Business Combinations. The FASB
issued this ASU to clarify the definition of a business with the objective of adding guidance to assist entities with
evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.
We elected to adopt this ASU early, effective October 1, 2017. As a result of this new guidance, we believe the
majority of our future real estate transactions will qualify as asset acquisitions (or disposals), and future transaction
costs associated with these acquisitions will be capitalized. The adoption of this topic did not have a material
impact on our consolidated financial statements or related disclosures.
28
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,
2017
$
1,272,897
(444,221 )
487,933
(121,679 )
December 31,
2016
$ 1,164,075
(358,040)
365,005
(88,720)
$
1,194,930
$ 1,082,320
B. Other assets, net, consist of the following (dollars in thousands) at:
Prepaid expenses
Non-refundable escrow deposits for pending acquisitions
Corporate assets, net
Notes receivable issued in connection with property sales
Impounds related to mortgages payable
Credit facility origination costs, net
Receivable for property rebuilds
Restricted escrow deposits
Other items
C. Distributions payable consist of the following declared
distributions (dollars in thousands) at:
Common stock distributions
Preferred stock dividends
Noncontrolling interests distributions
$
$
$
December 31,
2017
12,851
7,500
6,074
5,267
4,565
4,366
3,919
679
115
45,336
$
December 31,
2016
14,406
-
3,585
5,390
2,015
7,303
-
4,246
744
37,689
$
December 31,
2017
60,713
-
86
December 31,
2016
52,896
2,257
82
$
$
60,799
$
55,235
D. Accounts payable and accrued expenses consist of the
following (dollars in thousands) at:
Notes payable - interest payable
Property taxes payable
Accrued costs on properties under development
Mortgages, term loans, credit line - interest payable and interest rate swaps
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 and other deferred revenue (1)
Security deposits
Capital lease obligations
December 31,
2017
64,058
11,718
2,681
2,360
28,706
109,523
$
$
December 31,
2017
340,906
(72,110)
268,796
December 31,
2017
105,284
6,259
5,326
116,869
$
$
$
$
$
December 31,
2016
60,668
16,949
9,049
5,432
29,058
121,156
$
$
December 31,
2016
318,926
(54,720)
264,206
$
$
December 31,
2016
74,098
6,502
5,016
85,616
$
(1) In connection with Diageo’s sale of its wine business to Treasury Wine Estates, we agreed to release Diageo from its guarantee of
our leases in exchange for Diageo’s payment of $75 million of additional rent to us. The additional rent was paid in two equal
installments, one of which was received in August 2016 for $37.5 million and was recorded as prepaid rent. The final payment of
$37.5 million was received in January 2017, at which time Treasury Wine Estates became the guarantor of our leases on those
properties. We have accounted for this transaction as a lease modification and the additional rent will be recognized on a straight-
line basis over the remaining lease terms of approximately 15 years.
29
4.
Investments in Real Estate
We acquire land, buildings and improvements necessary for the successful operations of commercial tenants.
A. Acquisitions during 2017 and 2016
During 2017, we invested $1.52 billion in 303 new properties and properties under development or expansion with
an initial weighted average contractual lease rate of 6.4%. The 303 new properties and properties under
development or expansion are located in 40 states, will contain approximately 7.8 million leasable square feet,
and are 100% leased with a weighted average lease term of 14.4 years. The tenants occupying the new properties
operate in 23 industries and the property types consist of 94.5% retail and 5.5% industrial, based on rental
revenue. None of our investments during 2017 caused any one tenant to be 10% or more of our total assets at
December 31, 2017.
The $1.52 billion invested during 2017 was allocated as follows: $354.1 million to land, $955.1 million to buildings
and improvements, $228.0 million to intangible assets related to leases, and $17.8 million to intangible liabilities
related to leases and other assumed liabilities. There was no contingent consideration associated with these
acquisitions.
The properties acquired during 2017 generated total revenues of $37.1 million and net income of $17.9 million
during the year ended December 31, 2017.
In comparison, during 2016, we invested $1.86 billion in 505 new properties and properties under development
or expansion with an initial weighted average contractual lease rate of 6.3%. The 505 new properties and
properties under development or expansion were located in 40 states, contained approximately 8.2 million
leasable square feet, and were 100% leased with a weighted average lease term of 14.7 years. The tenants
occupying the new properties operated in 28 industries and the property types consisted of 86.4% retail and 13.6%
industrial, based on rental revenue.
The $1.86 billion invested during 2016 was allocated as follows: $517.6 million to land, $1.18 billion to buildings
and improvements, $204.5 million to intangible assets related to leases, and $38.8 million to intangible liabilities
related to leases and other assumed liabilities. There was no contingent consideration associated with these
acquisitions.
The properties acquired during 2016 generated total revenues of $44.6 million and net income of $22.0 million
during the year ended December 31, 2016.
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
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 $1.52 billion we invested during 2017, $21.2 million was invested
in 17 properties under development or expansion with an estimated initial weighted average contractual lease rate
of 6.9%. Of the $1.86 billion we invested during 2016, $103.8 million was invested in 33 properties under
development or expansion with an estimated initial weighted average contractual lease rate of 7.1%.
B. Acquisition Transaction Costs
Acquisition transaction costs of $255,000 and $346,000 were recorded to general and administrative expense on
our consolidated statements of income during 2017 and 2016, respectively. Subsequent to our adoption of ASU
2017-01 in October 2017, $34,000 of acquisition transactions costs incurred were capitalized as part of the costs
of acquisitions.
30
C. Investments in Existing Properties
During 2017, we capitalized costs of $12.7 million on existing properties in our portfolio, consisting of $1.6 million
for re-leasing costs, $912,000 for recurring capital expenditures and $10.2 million for non-recurring building
improvements. In comparison, during 2016, we capitalized costs of $16.3 million on existing properties in our
portfolio, consisting of $797,000 for re-leasing costs, $679,000 for recurring capital expenditures and $14.9 million
for non-recurring building improvements.
D. Properties with Existing Leases
Of the $1.52 billion we invested during 2017, approximately $1.1 billion was used to acquire 178 properties with
existing leases. In comparison, of the $1.86 billion we invested during 2016, approximately $748.9 million was
used to acquire 91 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 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 2017, 2016, and 2015 were $104.8 million, $94.0 million,
and $87.9 million, respectively.
The values of the above-market and below-market leases are amortized over the term of the respective leases,
including any bargain renewal options, as an adjustment to rental revenue 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 2017, 2016, and 2015 were $14.0 million, $9.3 million, and $7.9 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
amortization of the acquired above-market and below-market lease intangibles and the amortization of the in-
place lease intangibles for properties held for investment at December 31, 2017 (in thousands):
2018
2019
2020
2021
2022
Thereafter
Totals
5.
Credit Facility
Net
decrease to
rental revenue
$
$
(16,527)
(15,545)
(14,776)
(13,484)
(11,753)
(25,373)
(97,458)
$
$
Increase to
amortization
expense
104,612
94,374
88,679
80,513
69,700
390,798
828,676
We have a $2.0 billion unsecured revolving credit facility, or our credit facility, with an initial term that expires in
June 2019 and includes, at our option, two six-month extensions. Our credit facility has a $1.0 billion accordion
expansion option. Under our credit facility, our investment grade credit ratings as of December 31, 2017 provide
for financing at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 0.85%, with a facility
commitment fee of 0.125%, for all-in drawn pricing of 0.975% over LIBOR. The borrowing rate is subject to an
interest rate floor and may change if our investment grade credit ratings were to change. We also have other
interest rate options available to us under our credit facility. Our credit facility is unsecured and, accordingly, we
have not pledged any assets as collateral for this obligation.
At December 31, 2017, credit facility origination costs of $4.4 million are included in other assets, net on our
consolidated balance sheet. These costs are being amortized over the remaining term of our credit facility.
At December 31, 2017, we had a borrowing capacity of $1.89 billion available on our credit facility (subject to
customary conditions to borrowing) and an outstanding balance of $110.0 million, as compared to an outstanding
balance of $1.12 billion at December 31, 2016.
31
The weighted average interest rate on outstanding borrowings under our credit facility was 2.0% during 2017 and
1.4% during 2016. At December 31, 2017 and 2016, the weighted average interest rate on borrowings outstanding
was 4.5% and 1.7%, respectively. Our credit facility is subject to various leverage and interest coverage ratio
limitations, and at December 31, 2017, we were in compliance with the covenants on our credit facility.
6.
Term Loans
In December 2017, in conjunction with the acquisition of a portfolio of properties, we entered into a $125.9 million
promissory note, maturing in January 2018. Borrowings under this note bore interest at 1.52%. This note was paid
in full at maturity.
In June 2015, in conjunction with entering into our credit facility, we entered into a $250 million senior unsecured
term loan maturing on June 30, 2020. Borrowing under this term loan bears interest at the current one-month
LIBOR, plus 0.90%. In conjunction with this term loan, we also entered into an interest rate swap which effectively
fixes our per annum interest rate on this term loan at 2.62%.
In January 2013, in conjunction with our acquisition of American Realty Capital Trust, Inc., or ARCT, we entered
into a $70 million senior unsecured term loan with an initial maturity date of January 2018. Borrowing under this
term loan bears interest at the current one-month LIBOR, plus 1.10%. In conjunction with this term loan, we also
entered into an interest rate swap which effectively fixes our per annum interest rate on this term loan at 2.05%.
In January 2018, we entered into a six-month extension of this loan, which now matures in July 2018 and includes,
at our option, two additional six-month extensions. Borrowing during the extension periods bear interest at the
current one-month LIBOR, plus 0.90%. The interest rate swap terminated upon the initial maturity in January 2018.
Deferred financing costs of $1.2 million incurred in conjunction with the $250 million term loan and $303,000
incurred in conjunction with the $70 million term loan are being amortized over the remaining terms of each
respective term loan. The net balance of these deferred financing costs, which was $580,000 at
December 31, 2017 and $873,000 at December 31, 2016, is included within term loans, net on our consolidated
balance sheets.
7. Mortgages Payable
During 2017, we made $139.7 million in principal payments, including the repayment of eight mortgages in full for
$133.5 million. No mortgages were assumed during 2017.
During 2016, we made $231.7 million in principal payments, including the repayment of 11 mortgages in full for
$201.8 million, and we assumed mortgages totaling $44.1 million, excluding net premiums. During 2016, we
refinanced one of these assumed mortgages and received an additional $10.0 million in proceeds. The assumed
mortgages are secured by the properties on which the debt was placed and are considered non-recourse debt
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. We expect to pay off our
mortgages as soon as prepayment penalties make it economically feasible to do so.
During 2016, a premium totaling $692,000 was recorded upon the assumption of a mortgage with an above-
market interest rate. Amortization of our 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. Our
mortgages contain customary covenants, such as limiting our ability to further mortgage each applicable property
or to discontinue insurance coverage without the prior consent of the lender. At December 31, 2017, we were in
compliance with these covenants.
The balance of our deferred financing costs, which are classified as part of mortgages payable, net, on our
consolidated balance sheets, was $236,000 at December 31, 2017 and $324,000 at December 31, 2016. These
costs are being amortized over the remaining term of each mortgage.
32
The following is a summary of all our mortgages payable as of December 31, 2017 and 2016, respectively (dollars
in thousands):
As Of
12/31/17
12/31/16
Number of
Properties(1)
62
127
Weighted Weighted
Average
Effective
Interest
Rate(3)
4.4%
4.3%
Average
Stated
Interest
Rate(2)
5.0%
4.9%
Weighted
Average
Remaining
Years Until
Maturity
4.0
4.0
Unamortized
Premium
and Deferred
Remaining
Principal
Finance Costs
Balance Balance, net
5,658
$
6,037
$
$ 320,283
$ 460,008
Mortgage
Payable
Balance
325,941
466,045
$
$
(1) At December 31, 2017, there were 28 mortgages on 62 properties, while at December 31, 2016, there were 36 mortgages on 127
properties. The mortgages require monthly payments with principal payments due at maturity. The mortgages are at fixed interest rates,
except for three mortgages on three properties with a principal balance totaling $29.9 million at December 31, 2017, and six mortgages
on 15 properties with a principal balance totaling $76.3 million at December 31, 2016. After factoring in arrangements which limit our
exposure to interest rate risk and effectively fix our per annum interest rates, our mortgage debt subject to variable rates totals
$22.4 million at December 31, 2017 and $38.2 million at December 31, 2016.
(2) Stated interest rates ranged from 3.4% to 6.9% at December 31, 2017, while stated interest rates ranged from 2.4% to 6.9% at
December 31, 2016.
(3) Effective interest rates ranged from 2.6% to 5.5% at December 31, 2017, while effective interest rates ranged from 2.5% to 8.8% at
December 31, 2016.
The following table summarizes the maturity of mortgages payable, excluding net premiums of $5.9 million and
deferred financing costs of $236,000, as of December 31, 2017 (dollars in millions):
Year of Maturity
2018
2019
2020
2021
2022
Thereafter
Totals
8.
Notes Payable
$
Principal
21.9
20.7
82.4
67.0
109.7
18.6
$
320.3
A. General
Our senior unsecured notes and bonds consist of the following, sorted by maturity date (dollars in millions):
December 31,
December 31,
$
5.375% notes, issued in September 2005 and due in September 2017
2.000% notes, issued in October 2012 and due in January 2018
6.750% notes, issued in September 2007 and due in August 2019
5.750% notes, issued in June 2010 and due in January 2021
3.250% notes, $450 issued in October 2012 and $500 issued
in December 2017, both due in October 2022
4.650% 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, $250 issued in September 2014 and $400 issued
in March 2017, both due in October 2026
3.000% notes, issued in October 2016 and due in January 2027
3.650% notes, issued in December 2017 and due in January 2028
5.875% bonds, $100 issued in March 2005 and $150 issued in
June 2011, both due in March 2035
4.650% notes, $300 issued in March 2017 and $250 issued
in December 2017, both due in March 2047
Total principal amount
Unamortized net original issuance premiums and deferred financing costs
$
2017
-
350
-
250
950
750
350
650
600
550
250
550
5,250
(20)
$
5,230
$
2016
175
350
550
250
450
750
350
250
600
-
250
-
3,975
(41)
3,934
33
The following table summarizes the maturity of our notes and bonds payable as of December 31, 2017, excluding
unamortized net original issuance premiums and deferred financing costs (dollars in millions):
Year of Maturity
2018
2019
2020
2021
2022
Thereafter
Totals
Principal
350 (1)
-
-
250
950
3,700
5,250
$
$
(1) In January 2018, we repaid all $350 million of outstanding
2.000% notes, plus accrued and unpaid interest.
As of December 31, 2017, the weighted average interest rate on our notes and bonds payable was 3.9% and the
weighted average remaining years until maturity was 9.3 years.
Interest incurred on all of the notes and bonds was $197.1 million for 2017, $171.5 million for 2016 and
$179.5 million for 2015. 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, 2017, we were in compliance with these covenants.
B. Note Issuances
During the three year period ended December 31, 2017 we issued the following notes and bonds (dollars in
millions):
2017 Issuances
4.125% notes
4.650% notes
3.250% notes
3.650% notes
4.650% notes
2016 Issuances
3.000% notes
Maturity date
October 2026 (1) $
March 2047
Date of
Issuance
March 2017
March 2017
December 2017 October 2022 (2)
December 2017 January 2028
December 2017 March 2047 (3)
Principal
amount
issued
400
300
500
550
250
Public
offering
price
102.98%
99.97%
101.77%
99.78%
105.43%
Effective yield to
maturity
3.75%
4.65%
2.84%
3.68%
4.32%
October 2016
January 2027
$
600
98.67%
3.15%
(1) This issuance constitutes a further issuance of, and formed a single series with the senior notes due 2026
issued in September 2014.
(2) This issuance constituted a further issuance of, and formed a single series with the senior notes due 2022
issued in October 2012.
(3) This issuance constituted a further issuance of, and formed a single series with the senior notes due 2047
issued in March 2017.
The net proceeds of $1.3 billion from the December 2017 note offerings were used to redeem all $550.0 million
aggregate principal amount of our outstanding 2019 notes, including accrued and unpaid interest, and to repay
borrowings outstanding under our $2.0 billion revolving credit facility and, to the extent not used for those
purposes, to fund the development and acquisitions of additional properties and for other general corporate
34
purposes. The net proceeds of $705.2 million from the March 2017 note offerings were used to repay borrowings
outstanding under our credit facility to fund investment opportunities and for other general corporate purposes.
The net proceeds of approximately $586.7 million from the October 2016 offering were used to repay borrowings
outstanding under our credit facility.
C. Note Repayment
In December 2017, we completed the early redemption on all $550.0 million of outstanding 6.75% notes due
August 2019, plus accrued and unpaid interest. As a result of the early redemption, we recognized a $42.4 million
loss on extinguishment of debt, which represents $0.15 on a diluted per common share basis.
In September 2017, we repaid our $175.0 million of outstanding 5.375% notes, plus accrued and unpaid interest.
In September 2016, we repaid all $275.0 million of outstanding 5.950% notes, plus accrued and unpaid interest.
In November 2015, we repaid $150.0 million of outstanding 5.500% notes, plus accrued and unpaid interest.
9. Equity
A. Issuance of Common Stock
In March 2017, we issued 11,850,000 shares of common stock. After underwriting discounts and other offering
costs of $29.8 million, the net proceeds of $704.9 million were used to repay borrowings under our credit facility.
In May 2016, we issued 6,500,000 shares of common stock. After underwriting discounts and other offering costs
of $12.1 million, the net proceeds of $383.6 million were used to repay borrowings under our credit facility.
In October 2015, we issued 11,500,000 shares of common stock. After underwriting discounts and other offering
costs of $22.0 million, a portion of the net proceeds of $517.1 million was used to repay borrowings under our
credit facility and the remaining portion was used for other general corporate purposes, including acquisitions.
In April 2015, we issued 5,500,000 shares of common stock. After underwriting discounts and other offering costs
of $1.4 million, the net proceeds of $276.4 million were used to repay borrowings under our credit facility.
B. Redemption of Preferred Stock
In April 2017, we redeemed all of the 16,350,000 shares of our 6.625% Monthly Income Class F Preferred Stock
for $25 per share, plus accrued dividends. During 2017, we incurred a non-cash charge of $13.4 million,
representing the 6.625% Monthly Income Class F Preferred Stock original issuance costs that we paid in 2012.
C. Dividend Reinvestment and Stock Purchase Plan
Our Dividend Reinvestment and Stock Purchase Plan, or our DRSPP, provides our common stockholders, as well
as new investors, with a convenient and economical method of purchasing our common stock and reinvesting
their distributions. Our DRSPP also allows our current stockholders to buy additional shares of common stock by
reinvesting all or a portion of their distributions. Our DRSPP authorizes up to 26,000,000 common shares to be
issued. During 2017, we issued 1,193,653 shares and raised approximately $69.9 million under our DRSPP.
During 2016, we issued 170,027 shares and raised approximately $10.3 million under our DRSPP. From the
inception of our DRSPP through December 31, 2017, we have issued 14,063,542 shares and raised $661.8
million.
Our DRSPP includes a waiver approval process, allowing larger investors or institutions, per a formal approval
process, to purchase shares at a small discount, if approved by us. During 2017, we issued 927,695 shares and
raised $54.7 million under the waiver approval process. These shares are included in the total activity for 2017
noted in the preceding paragraph. During 2016, we did not issue shares under the waiver approval process.
D. At-the-Market (ATM) Programs
In September 2015, we established an “at-the-market” equity distribution program, or our prior ATM program,
pursuant to which we were permitted to offer and sell up to 12,000,000 shares of common stock to, or through, a
consortium of banks acting as our sales agents by means of ordinary brokers’ transactions on the NYSE at
prevailing market prices or at negotiated prices. In October 2017, following the issuance and sale of the remaining
shares under our prior ATM program, we established a new “at-the-market” equity distribution plan, or our new
35
ATM program and, together with our prior ATM program, our ATM programs, pursuant to which we are permitted
to offer and sell up to 17,000,000 additional shares of common stock. During 2017, we issued 10,914,088 shares
and raised gross proceeds of $621.7 million under our ATM programs. During 2016, we issued 2,779,140 shares
and raised $166.8 million under the ATM program. From the inception of our ATM programs through
December 31, 2017, we have issued 14,407,529 shares authorized by our ATM programs and raised
$824.8 million.
10. 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. We and
our subsidiaries hold a 99.4% 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
Realty Income, L.P. The units were issued as consideration for the acquisition. At December 31, 2017, the
remaining units from this issuance represent a 0.4% ownership in Realty Income, L.P. We hold the remaining
99.6% interests in this entity and consolidate the entity.
Neither of the common partnership units have 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 determined that the units meet the requirements to qualify for presentation
as permanent equity.
In 2016, we completed the acquisition of two properties by acquiring a controlling interest in two separate joint
ventures. We are the managing member of each of these joint ventures, and possess the ability to control the
business and manage the affairs of these entities. At December 31, 2017, we and our subsidiaries held 95.0%
and 74.0% interests, respectively, and fully consolidated these entities in our consolidated financial statements.
The following table represents the change in the carrying value of all noncontrolling interests through
December 31, 2017 (dollars in thousands):
Realty Income, L.P.
Noncontrolling
Other
Carrying value at December 31, 2015
Reallocation of equity
Redemptions
Contributions
Distributions
Allocation of net income
Carrying value at December 31, 2016
Reallocation of equity
Redemptions
Distributions
Allocation of net income
Carrying value at December 31, 2017
Tau Operating
Partnership units(1)
$
13,410
$
491
-
-
(762)
266
13,405
$
492
-
(804)
229
13,322
$
$
$
units(2)
8,327
52
(6,161)
$
-
(459)
457
2,216
(26)
-
(224)
194
2,160
$
$
Interests
$
$
-
-
-
15,906
(11,461)
183
4,628
19
-
(1,019)
97
3,725 $
Total
21,737
543
(6,161)
15,906
(12,682)
906
20,249
485
-
(2,047)
520
19,207
(1) 317,022 Tau Operating Partnership units were issued on January 22, 2013 and remained outstanding as of December 31, 2017 and
December 31, 2016.
(2) 534,546 Realty Income, L.P. units were issued on June 27, 2013, and 88,182 remain outstanding as of December 31, 2017 and
December 31, 2016.
36
Both Tau Operating Partnership and Realty Income, L.P. are considered variable interest entities, or VIEs, in
which we are deemed the primary beneficiary based on our controlling financial interests. Below is a summary of
selected financial data of consolidated VIEs, including the joint ventures acquired during 2016, for which we are
the primary beneficiary included in the consolidated balance sheets at December 31, 2017 and 2016 (in
thousands):
Net real estate
Total assets
Total debt
Total liabilities
December 31, 2017
$
$
2,936,397
3,342,443
210,384
313,295
December 31, 2016
3,040,903
3,499,481
251,047
364,797
11.
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 2017, 2016 and 2015:
Month
January
February
March
April
May
June
July
August
September
October
November
December
Total
2017
0.2025000
0.2105000
0.2105000
0.2110000
0.2110000
0.2110000
0.2115000
0.2115000
0.2115000
0.2120000
0.2120000
0.2120000
2.5270000
$
$
$
$
2016
0.1910000
0.1985000
0.1985000
0.1990000
0.1990000
0.1990000
0.1995000
0.1995000
0.2015000
0.2020000
0.2020000
0.2020000
2.3915000
$
$
2015
0.1834167
0.1890000
0.1890000
0.1895000
0.1895000
0.1895000
0.1900000
0.1900000
0.1900000
0.1905000
0.1905000
0.1905000
2.2714167
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
Total capital gain distribution
Totals
2017
1.9402085
0.5478464
0.0389451
2.5270000
$
$
2016
1.8771975
0.5143025
-
2.3915000
$
$
2015
1.7307023
0.5407144
-
2.2714167
$
$
At December 31, 2017, a distribution of $0.2125 per common share was payable and was paid in January 2018.
At December 31, 2016, a distribution of $0.2025 per common share was payable and was paid in January 2017.
Class F Preferred Stock
B.
In April 2017, we redeemed all 16,350,000 shares of our Class F preferred stock. During the first three months of
2017, we paid three monthly dividends to holders of our Class F preferred stock totaling $0.414063 per share, or
$3.9 million. In April 2017, we paid a final monthly dividend of $0.101215 per share, or $1.7 million, which was
recorded as interest expense. For 2017, dividends per share of $0.5073368 were characterized as ordinary
income and dividends per share of $0.0079412 were characterized as total capital gain distribution for federal
income tax purposes. During 2016 and 2015, we paid twelve monthly dividends to holders of our Class F preferred
stock totaling $1.656252 per share, or $27.1 million, which were characterized as ordinary income for federal
income tax purposes.
12.
Operating Leases
A.
5,144, or 99.5%, are single-tenant properties, and the remaining are multi-tenant properties.
At December 31, 2017, we owned 5,172 properties in 49 states and Puerto Rico. Of the 5,172 properties,
37
At December 31, 2017, 83 properties were available for lease or sale.
Substantially all leases are net leases where the tenant pays or reimburses us for property taxes and
assessments, maintains the interior and exterior of the building and leased premises, and carries insurance
coverage for public liability, property damage, fire and extended coverage.
Rent based on a percentage of a tenants' gross sales (percentage rents) was $6.1 million for 2017, $5.3 million
for 2016 and $4.5 million for 2015.
At December 31, 2017, minimum future annual rents to be received on the operating leases for the next five years
and thereafter are as follows (dollars in thousands):
2018
2019
2020
2021
2022
Thereafter
Total
$
1,196,996
1,157,394
1,108,319
1,058,806
990,585
6,319,359
$
11,831,459
B.
10% of our total revenue for each of the years ended December 31, 2017, 2016 or 2015.
Major Tenants - No individual tenant's rental revenue, including percentage rents, represented more than
13.
Gain on Sales of Real Estate
During 2017, we sold 59 properties for $167.0 million, which resulted in a gain of $40.9 million.
During 2016, we sold 77 properties for $90.5 million, which resulted in a gain of $22.0 million. Additionally, during
2016 we sold our former corporate headquarters building for $8.6 million.
During 2015, we sold 38 properties for $65.8 million, which resulted in a gain of $22.2 million.
These property sales do not represent a strategic shift that will have a major effect on our operations and financial
results, and therefore do not require presentation as discontinued operations.
14.
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 loans 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 as follows (dollars in millions):
38
At December 31, 2017
Notes receivable issued in connection with property sales
Mortgages payable assumed in connection with acquisitions (1)
Notes and bonds payable (2)
At December 31, 2016
Notes receivable issued in connection with property sales
Mortgages payable assumed in connection with acquisitions (1)
Notes and bonds payable (2)
$
$
Carrying value
5.3
320.3
5,250.0
Carrying value
5.4
460.0
3,975.0
$
$
Estimated fair
value
5.3
334.2
5,475.3
Estimated fair
value
5.5
468.7
4,143.3
(1) Excludes non-cash net premiums recorded on the mortgages payable. The unamortized balance of these net premiums is $5.9 million
at December 31, 2017, and $6.4 million at December 31, 2016. Also excludes deferred financing costs of $236,000 at
December 31, 2017, and $324,000 at December 31, 2016.
(2) Excludes non-cash net original issuance premiums and discounts recorded on notes payable. The unamortized balance of the net
original issuance premiums is $14.3 million at December 31, 2017, and the unamortized balance of the net original issuance discounts
of $19.8 million at December 31, 2016. Also excludes deferred financing costs of $34.1 million at December 31, 2017 and $20.8 million
at December 31, 2016.
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
forward interest rate curve, plus an applicable credit-adjusted spread. Because this methodology includes
unobservable inputs that reflect our own internal assumptions and calculations, the measurement of estimated
fair values related to our 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.
We record interest rate swaps on the consolidated balance sheet at fair value. At December 31, 2017, interest
rate swaps in a liability position valued at $473,000 were included in accounts payable and accrued expenses
and interest rate swaps in an asset position valued at $1.7 million were included in other assets, net on the
consolidated balance sheet. The fair value of our interest rate swaps are based on valuation techniques including
discounted cash flow analysis on the expected cash flows of each swap, using both observable and unobservable
market-based inputs, including interest rate curves. Because this methodology uses observable and
unobservable inputs, and the unobservable inputs are not significant to the fair value measurement, the
measurement of interest rate swaps is categorized as level two on the three-level valuation hierarchy.
15.
Supplemental Disclosures of Cash Flow Information
Cash paid for interest was $240.4 million in 2017, $214.3 million in 2016, and $229.5 million in 2015.
Interest capitalized to properties under development was $461,000 in 2017, $469,000 in 2016, and $594,000 in
2015.
Cash paid for income taxes was $3.8 million in 2017, $3.6 million in 2016, and $3.1 million in 2015.
The following non-cash activities are included in the accompanying consolidated financial statements:
A. See note 9 for a discussion of the $13.4 million excess of redemption value over carrying value of preferred
shares subject to redemption charge recorded in 2017.
B. During 2017, we completed the acquisition of a portfolio of properties by entering into a note payable in the
amount of $125.9 million with the seller, maturing in January 2018. This note was paid in full at maturity.
C. During 2016, we assumed mortgages payable to third-party lenders of $44.1 million and recorded a premium
of $692,000.
39
D. During 2016, consolidated joint venture members made real estate contributions of $15.9 million, net of
contributed mortgages payable included in the figures disclosed above in note 15.C.
E. Accrued costs on properties under development resulted in an increase in buildings and improvements and
accounts payable of $2.6 million at December 31, 2016.
Per the requirements of ASU 2016-18, the following table provides a reconciliation of cash and cash equivalents
reported within the consolidated balance sheets to the total of the cash, cash equivalents and restricted cash
reported within the consolidated statements of cash flows.
Cash and cash equivalents shown in the consolidated balance sheets
Impounds related to mortgages payable (1)
Restricted escrow deposits (1)
Total cash, cash equivalents, and restricted cash shown in
$
December 31, 2017 December 31, 2016
9,420
2,015
4,246
6,898 $
4,565
679
the consolidated statements of cash flows
$
12,142 $
15,681
(1) Included within other assets, net on the consolidated balance sheets (See note 3). These amounts consist of cash
we are legally entitled to that is not immediately available to us, hence, they were considered restricted as of the
dates presented.
16.
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.
17.
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 and employees
considered essential to our long-term success. The 2012 Plan offers our directors and employees an opportunity
to own our stock 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
has a term of ten years from the date it was adopted by our Board of Directors.
The amount of share-based compensation costs recognized in general and administrative expense on our
consolidated statements of income was $13.9 million during 2017, $12.0 million during 2016, and $10.4 million
during 2015.
A. Restricted Stock
The following table summarizes our common stock grant activity under our 2012 Plan. Our outstanding restricted
stock vests over periods ranging from immediately to five years.
2017
2016
2015
Number of
shares
Weighted
average
price(1)
Number of
shares
Weighted
average
price(1)
Number of
shares
Weighted
average
price(1)
$
513,523
$
149,264
(183,381) $
(3,638) $
48.33
59.21
46.65
56.57
456,282 $
260,171 $
(200,066) $
(2,864) $
30.46
54.14
43.26
48.15
527,176 $
161,949 $
(205,248) $
(27,595) $
29.02
50.87
37.70
45.58
Outstanding nonvested
shares, beginning of year
Shares granted
Shares vested
Shares forfeited
Outstanding nonvested
shares, end of each period
475,768
$
52.32
513,523 $
48.33
456,282 $
30.46
(1) Grant date fair value.
40
The vesting schedule for shares granted to non-employee directors is as follows:
For directors with less than six years of service at the date of grant, shares vest in 33.33% increments on
each of the first three anniversaries of the date the shares of stock are granted;
For directors with six years of service at the date of grant, shares vest in 50% increments on each of the
first two anniversaries of the date the shares of stock are granted;
For directors with seven years of service at the date of grant, shares are 100% vested on the first
anniversary of the date the shares of stock are granted; and
For directors with eight or more years of service at the date of grant, there is immediate vesting as of the
date the shares of stock are granted.
During 2017, 28,000 shares were granted to our Board of Directors, of which 20,000 vested immediately and
8,000 shares vest annually in equal parts over a three-year service period.
Shares granted to employees typically vest annually in equal parts over a four-year or five-year service period.
During 2017, 121,264 shares were granted to our employees, of which 48,338 will vest over a five-year service
period and 72,926 will vest over a four-year service period.
As of December 31, 2017, the remaining unamortized share-based compensation expense related to restricted
stock totaled $18.0 million, which is being amortized on a straight-line basis over the service period of each
applicable award. The amount of share-based compensation is based on the fair value of the stock at the grant
date. We define the grant date as the date the recipient and Realty Income have a mutual understanding of the
key terms and 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.
B. Performance Shares
During 2017, 2016 and 2015, we granted performance share awards, as well as dividend equivalent rights, to our
executive officers. The number of performance shares that vest is based on the achievement of the following
performance goals:
2017 Performance Awards Metrics
Total shareholder return ("TSR") relative to RMS Index
TSR relative to JP Morgan Net Lease Peers
Dividend per share growth rate
Debt-to-EBITDA ratio
2016 & 2015 Performance Awards Metrics
Total shareholder return ("TSR") relative to MSCI US REIT Index
TSR relative to NAREIT Freestanding Index
Dividend per share growth rate
Debt-to-EBITDA ratio
Weighting
45%
26%
16%
13%
Weighting
50%
20%
20%
10%
The performance shares are earned based on our performance, and vest 50% on the first and second January 1
after the end of the three year performance period, subject to continued service. The performance period for the
2015 performance awards began on January 1, 2015 and ended on December 31, 2017. The performance period
for the 2016 performance awards began on January 1, 2016 and will end on December 31, 2018. The performance
period for the 2017 performance awards began on January 1, 2017 and will end on December 31, 2019.
41
The fair value of the performance shares was estimated on the date of grant using a Monte Carlo Simulation
model. The following table summarizes our performance share grant activity:
2017
Number of
performance
Weighted
average
Number of
performance
shares
price(1)
shares
Weighted
average
price(1)
Number of
performance
shares
Weighted
average
price(1)
2016
2015
Outstanding nonvested
shares, beginning of year
Shares granted
Shares vested
Shares forfeited
Outstanding nonvested
159,751 $
124,681 $
(39,123) $
- $
49.95
71.79
41.60
-
115,121 $
58,575 $
(10,454) $
(3,491) $
46.94
55.07
44.54
52.55
59,405 $
55,716 $
- $
- $
41.46
52.78
-
-
shares, end of each period
245,309 $
62.49
159,751 $
49.95
115,121 $
46.94
(1) Grant date fair value.
As of December 31, 2017, the remaining share-based compensation expense related to the performance shares
totaled $7.9 million and is being recognized on a tranche-by-tranche basis over the service period.
C. Restricted Stock Units
During 2017 and 2016 we also granted restricted stock units that vest over a four-year or a five-year service period
and have the same economic rights as shares of restricted stock:
2017
2016
2015
Number of Weighted
average
restricted stock
units
Number of Weighted
Number of
average restricted stock
restricted stock
units
price(1)
units
Weighted
average
price(1)
10,136 $
14,783 $
(6,459) $
52.21
52.76
52.21
- $ -
10,136 $ 52.21
- $ -
price(1)
52.65
60.56
52.70
Outstanding nonvested
shares, beginning of year
Shares granted
Shares vested
Outstanding nonvested
18,460 $
10,467 $
(4,058) $
shares, end of each period
24,869 $
55.97
18,460 $
52.65
10,136 $ 52.21
(1) Grant date fair value.
As of December 31, 2017, the remaining share-based compensation expense related to the restricted stock units
totaled $935,000 and is being recognized on a straight-line basis over the service period.
18.
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 47 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.
42
The following tables set forth certain information regarding the properties owned by us, classified according to the
business of the respective tenants (dollars in thousands):
Assets, as of December 31:
Segment net real estate:
2017
2016
Apparel
Automotive service
Automotive tire services
Beverages
Child care
Convenience stores
Dollar stores
Drug stores
Financial services
General merchandise
Grocery stores
Health and fitness
Home improvement
Motor vehicle dealerships
Restaurants-casual dining
Restaurants-quick service
Theaters
Transportation services
Wholesale club
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
General merchandise
Grocery stores
Health and fitness
Home improvement
Motor vehicle dealerships
Restaurants-casual dining
Restaurants-quick service
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
$
164,919
213,156
247,557
289,170
61,527
997,170
1,105,097
1,518,443
384,867
313,181
793,286
896,430
407,002
204,651
494,977
681,763
566,585
776,068
426,551
2,134,099
12,676,499
36,600
64,388
10,383
2,022
45,445
47,905
173,893
24,867
50,184
140,780
76,276
61,045
31,720
20,079
51,711
26,448
87,162
29,596
214,426
$
175,418
152,220
238,151
293,447
49,584
1,050,285
1,120,896
1,541,846
408,228
248,040
464,359
823,697
311,459
197,713
511,863
574,532
370,732
796,717
439,557
2,135,047
11,903,791
43,786
33,160
11,533
2,280
14,372
51,249
182,981
29,749
43,248
65,412
63,574
49,932
25,032
22,058
43,356
13,822
101,664
32,723
252,389
437
862
4,924
2,004
2,062
1,064
3,617
171,767
$14,058,166
440
862
4,945
2,008
2,107
1,068
3,637
151,693
13,152,871
$
43
Revenue for the years ended December 31,
Segment rental revenue:
2017
2016
2015
Apparel
Automotive service
Automotive tire services
Beverages
Child care
Convenience stores
Dollar stores
Drug stores
Financial services
General merchandise
Grocery stores
Health and fitness
Home improvement
Motor vehicle dealerships
Restaurants-casual dining
Restaurants-quick service
Theaters
Transportation services
Wholesale club
Other non-reportable segments
Total rental revenue
Tenant reimbursements
Other revenue
Total revenue
$
$
19,190
25,291
29,560
31,174
20,775
111,023
91,076
126,555
28,744
23,752
50,731
88,146
30,324
23,989
43,876
59,638
58,443
62,337
37,646
203,954
1,166,224
46,082
3,462
1,215,768
$
$
19,975
20,212
28,754
27,587
19,712
91,784
90,746
117,758
18,769
18,976
32,815
85,901
25,695
20,329
42,312
52,674
51,926
57,694
37,531
196,263
1,057,413
43,104
2,655
1,103,172
$
$
19,819
18,632
28,627
25,451
19,949
90,093
88,126
103,324
17,044
16,411
29,506
75,881
23,112
15,332
37,645
41,407
49,456
51,745
37,391
187,914
976,865
42,015
4,405
1,023,285
19.
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, 2017, we had commitments of $13.8 million for re-leasing costs, recurring capital expenditures,
and non-recurring building improvements. In addition, as of December 31, 2017, we had committed $64.4 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, 2017, minimum future rental payment for the next five years and thereafter are as follows (dollars
in millions):
Ground Leases
Paid by
Realty Income (1)
1.7
1.5
1.4
1.2
1.2
20.9
27.9
$
$
Ground Leases
Paid by
Our Tenants (2)
13.5
13.4
13.2
12.9
12.8
94.1
159.9
$
$
$
$
Total
15.2
14.9
14.6
14.1
14.0
115.0
187.8
2018
2019
2020
2021
2022
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.
44
20.
Subsequent Events
In January and February 2018, we declared a dividend of $0.219, which will be paid in February 2018 and
March 2018, respectively.
In January 2018, we repaid all $350.0 million of outstanding 2.000% notes, plus accrued and unpaid
interest.
In January 2018, we repaid all $125.9 million of outstanding 1.520% notes, plus accrued and unpaid
interest.
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)
2017
Total revenue
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Year (1)
$ 298,025 $ 300,170
$306,920
$ 310,654
$ 1,215,768
Depreciation and amortization expense
Interest expense
Other expenses
Net income
Net income available to common stockholders
Net income per common share
Basic and diluted
Dividends paid per common share
121,097 123,089
59,305
39,120
89,035
71,586
63,679
34,982
81,259
81,136
0.27
0.6235
0.30
0.6330
127,569
62,951
32,646
88,073
87,940
0.32
0.6345
127,033
61,477
41,974
60,952
60,852
0.22
0.6360
498,788
247,413
148,721
319,318
301,514
1.10
2.5270
2016
Total revenue
$ 267,116 $ 271,039
$277,174
$ 287,843
$ 1,103,172
Depreciation and amortization expense
Interest expense
Other expenses
Net income
Net income available to common stockholders
Net income per common share
Basic and diluted
Dividends paid per common share
107,933 110,342
60,678
30,310
70,484
63,473
57,409
35,878
76,068
69,045
0.25
0.5880
0.27
0.5970
113,917
52,952
37,438
77,202
70,302
0.27
0.6005
117,752
48,935
35,128
92,724
85,671
449,943
219,974
138,757
316,477
288,491
0.33
0.6060
1.13
2.3915
(1) Amounts for each period are calculated independently. The sum of the quarters may differ from the annual amount.
45
REALTY INCOME CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Realty Income Corporation:
We have audited the accompanying consolidated balance sheets of Realty Income Corporation and subsidiaries
(the Company) as of December 31, 2017 and 2016, the related consolidated statements of income, equity, and
cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and
financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as
of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, 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 22, 2018 expressed an
unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these consolidated financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to Realty Income
Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are
free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable
basis for our opinion.
We have served as the Company’s auditor since 1993.
San Diego, California
February 22, 2018
46
REALTY INCOME CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm, Continued
To the Stockholders and Board of Directors
Realty Income Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Realty Income Corporation and subsidiaries’ (the Company) internal control over financial
reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2017, based on criteria established in 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) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2017 and 2016,
the related consolidated statements of income, equity, and cash flows for each of the years in the three-year
period ended December 31, 2017, and the related notes and financial statement schedule III (collectively,
the consolidated financial statements), and our report dated February 22, 2018 expressed an unqualified opinion
on those consolidated financial statements.
Basis for Opinion
The Company’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
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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 of internal control over financial reporting 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
San Diego, California
February 22, 2018
47
REALTY INCOME CORPORATION AND SUBSIDIARIES
Business Description
THE COMPANY
Realty Income, The Monthly Dividend Company®, is an S&P 500 company dedicated to providing stockholders
with dependable monthly dividends that increase over time. The company is structured as a real estate investment
trust, or REIT, requiring it annually to distribute at least 90% of its taxable income (excluding net capital gains) in
the form of dividends to its stockholders. The monthly dividends are supported by the cash flow generated from
real estate owned under long-term, net lease agreements with regional and national commercial tenants. The
company has in-house acquisition, portfolio management, asset management, real estate research, credit
research, legal, finance and accounting, information technology, and capital markets capabilities.
Realty Income was founded in 1969, and listed on the New York Stock Exchange (NYSE: O) in 1994. Over the
past 49 years, Realty Income has been acquiring and managing freestanding commercial properties that generate
rental revenue under long-term net lease agreements. The company is a member of the S&P High Yield Dividend
Aristocrats® index for having increased its dividend every year for more than 20 consecutive years.
At December 31, 2017, we owned a diversified portfolio:
Of 5,172 properties;
With an occupancy rate of 98.4%, or 5,089 properties leased and 83 properties available for lease;
Leased to 249 different commercial tenants doing business in 47 separate industries;
Located in 49 states and Puerto Rico;
With over 89.6 million square feet of leasable space; and
With an average leasable space per property of approximately 17,320 square feet; approximately 12,060
square feet per retail property and 224,340 square feet per industrial property.
Of the 5,172 properties in the portfolio, 5,144, or 99.5%, are single-tenant properties, and the remaining are multi-
tenant properties. At December 31, 2017, of the 5,144 single-tenant properties, 5,062 were leased with a weighted
average remaining lease term (excluding rights to extend a lease at the option of the tenant) of approximately
9.5 years.
Our 7 senior officers owned 0.1% of our outstanding common stock with a market value of $16.9 million at January
31, 2018. Our directors and 7 senior officers, as a group, owned 0.2% of our outstanding common stock with a
market value of $33.4 million at January 31, 2018.
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.
In January 2018, we had 152 employees, as compared to 146 employees in January 2017.
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 49-year policy of paying monthly dividends. In addition, we increased the dividend five
times during 2017 and twice during 2018. As of February 2018, we have paid 81 consecutive quarterly dividend
increases and increased the dividend 95 times since our listing on the NYSE in 1994.
48
2017 Dividend increases
1st increase
2nd increase
3rd increase
4th increase
5th increase
2018 Dividend increases
1st increase
2nd increase
Month
Declared
Dec 2016
Jan 2017
Mar 2017
Jun 2017
Sep 2017
Month
Paid
Jan 2017
Feb 2017
Apr 2017
Jul 2017
Oct 2017
Dividend
per share
Increase
per share
0.2025 $ 0.0005
0.2105 $ 0.0080
0.2110 $ 0.0005
0.2115 $ 0.0005
0.2120 $ 0.0005
Dec 2017
Jan 2018
Jan 2018
Feb 2018
0.2125 $ 0.0005
0.2190 $ 0.0065
The dividends paid per share during 2017 totaled approximately $2.527, as compared to approximately $2.392
during 2016, an increase of $0.135, or 5.6%.
The monthly dividend of $0.219 per share represents a current annualized dividend of $2.628 per share, and an
annualized dividend yield of approximately 4.6% based on the last reported sale price of our common stock on
the NYSE of $57.02 on December 31, 2017. 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 2017
During 2017, we invested $1.52 billion in 303 new properties and properties under development or expansion,
with an initial weighted average contractual lease rate of 6.4%. The 303 new properties and properties under
development or expansion are located in 40 states, will contain approximately 7.8 million leasable square feet,
and are 100% leased with a weighted average lease term of 14.4 years. The tenants occupying the new properties
operate in 23 industries and the property types are 94.5% retail and 5.5% industrial, based on rental revenue.
During 2017, none of our real estate investments caused any one tenant to be 10% or more of our total assets at
December 31, 2017.
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
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 $1.52 billion we invested during 2017, $21.2 million was invested
in 17 properties under development or expansion with an estimated initial weighted average contractual lease rate
of 6.9%. We may continue to pursue development or expansion opportunities under similar arrangements in the
future.
PORTFOLIO DISCUSSION
Leasing Results
At December 31, 2017, we had 83 properties available for lease out of 5,172 properties in our portfolio, which
represents a 98.4% occupancy rate based on the number of properties in our portfolio. Since December 31, 2016,
when we reported 84 properties available for lease out of 4,944 and a 98.3% occupancy rate, we:
Had 297 lease expirations;
Re-leased 259 properties; and
Sold 39 vacant properties.
Of the 259 properties re-leased during 2017, 235 properties were re-leased to existing tenants, nine were re-
leased to new tenants without vacancy, and 15 were re-leased to new tenants after a period of vacancy. The
49
annual rent on these 259 leases was $43.18 million, as compared to the previous rent on these same properties
of $40.92 million, which represents a rent recapture rate of 105.5% on the properties re-leased during 2017.
As part of our re-leasing costs, we pay leasing commissions to unrelated, third party real estate brokers consistent
with the commercial real estate industry standard, and sometimes provide tenant rent concessions. 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.
At December 31, 2017, our average annualized rental revenue was approximately $13.77 per square foot on the
5,089 leased properties in our portfolio. At December 31, 2017, we classified nine properties with a carrying
amount of $6.7 million as held for sale on our balance sheet. The expected sale of these properties does not
represent a strategic shift that will have a major effect on our operations and financial results and is consistent
with our existing disposition strategy to further enhance our real estate portfolio and maximize portfolio returns.
Investments in Existing Properties
In 2017, we capitalized costs of $12.7 million on existing properties in our portfolio, consisting of $1.6 million for
re-leasing costs, $912,000 for recurring capital expenditures, and $10.2 million for non-recurring building
improvements. In 2016, we capitalized costs of $16.3 million on existing properties in our portfolio, consisting of
$797,000 for re-leasing costs, $679,000 for recurring capital expenditures, and $14.9 million for non-recurring
building improvements.
The majority of our building improvements relate to roof repairs, HVAC improvements, and parking lot resurfacing
and replacements. 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.
We define recurring capital expenditures as mandatory and repetitive landlord capital expenditure obligations that
have a limited useful life. We define non-recurring capital expenditures as property improvements where we invest
additional capital that extend the useful life of the property.
Note Issuance
During the year ended December 31, 2017 we issued the following notes (dollars in millions):
Issuances
4.125% notes
4.650% notes
3.250% notes
3.650% notes
4.650% notes
Date of
Issuance
March 2017
March 2017
December 2017 October 2022 (2)
December 2017 January 2028
December 2017 March 2047 (3)
Maturity date
October 2026 (1) $
March 2047
Principal
amount
issued
400
300
500
550
250
Public
offering price
102.98%
99.97%
101.77%
99.78%
105.43%
Effective yield to
maturity
3.75%
4.65%
2.84%
3.68%
4.32%
(1) This issuance constitutes a further issuance of, and formed a single series with the senior notes due 2026 issued
in September 2014.
(2) This issuance constituted a further issuance of, and formed a single series with the senior notes due 2022 issued
in October 2012.
(3) This issuance constituted a further issuance of, and formed a single series with the senior notes due 2047 issued
in March 2017.
The net proceeds of $1.3 billion from the December 2017 note offerings were used to redeem all $550.0 million
aggregate principal amount of our outstanding 2019 notes, including accrued and unpaid interest, and to repay
borrowings outstanding under our $2.0 billion revolving credit facility and, to the extent not used for those
purposes, to fund the development and acquisitions of additional properties and for other general corporate
purposes. The net proceeds of $705.2 million from the March 2017 note offerings were used to repay borrowings
outstanding under our credit facility to fund investment opportunities and for other general corporate purposes.
Capital Raising
During 2017, Realty Income issued 23,957,741 common shares at a weighted average price of $59.54, receiving
gross proceeds of $1.4 billion.
50
Net Income Available to Common Stockholders
Net income available to common stockholders was $301.5 million in 2017, as compared to $288.5 million in 2016,
an increase of $13.0 million. On a diluted per common share basis, net income was $1.10 in 2017, as compared
to $1.13 in 2016, a decrease of $0.03, or 2.7%.
The calculation to determine net income available to common stockholders includes impairments, gains from the
sale of properties and/or fair value adjustments on our interest rate swaps. These items vary from period to period
based on the timing of property sales and the interest rate environment, and can significantly impact net income
available to common stockholders.
Funds from Operations Available to Common Stockholders (FFO)
In 2017, our FFO increased by $37.3 million, or 5.1%, to $772.7 million, as compared to $735.4 million in 2016.
On a diluted per common share basis, FFO was $2.82 in 2017, as compared to $2.88 in 2016, a decrease of
$0.06, or 2.1%.
Net income and funds from operations available to common stockholders per share in 2017 were impacted by a
loss of $42.4 million, or $0.15 per share, on extinguishment of debt upon the early redemption on all $550.0 million
of our outstanding 6.75% notes due August 2019 during December 2017. Net income and funds from operations
available to common stockholders were also impacted by a non-cash redemption charge of $13.4 million, or $0.05
per share, upon the redemption of the 6.625% Monthly Income Class F Preferred Stock that was redeemed in
April 2017. This charge is based on the excess of redemption value over the carrying value of the 6.625% Monthly
Income Class F Preferred Stock that represents the original issuance cost that we paid in 2012.
Adjusted Funds from Operations Available to Common Stockholders (AFFO)
In 2017, our AFFO increased by $102.2 million, or 13.9%, to $838.6 million, as compared to $736.4 million in
2016. On a diluted per common share basis, AFFO was $3.06 in 2017, as compared to $2.88 in 2016, an increase
of $0.18, or 6.3%.
See our discussion of FFO and AFFO (which are not financial measures under generally accepted accounting
principles, or GAAP), later 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.
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 2017, our cash distributions to preferred and common stockholders totaled $695.5
million, or approximately 132.9% of our estimated taxable income of $523.5 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 sufficient to support our current level of cash distributions to our stockholders. Our cash
distributions to common stockholders in 2017 totaled $689.3 million, representing 82.2% of our adjusted funds
from operations available to common stockholders of $838.6 million. In comparison, our 2016 cash distributions
to common stockholders totaled $610.5 million, representing 82.9% of our adjusted funds from operations
available to common stockholders of $736.4 million.
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
51
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.
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). However, non-corporate stockholders, including individuals,
generally may deduct 20% of dividends from a REIT, other than capital gain dividends and dividends treated as
qualified dividend income, for taxable years beginning after December 31, 2017 and before January 1, 2026.
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 21.7% of the distributions
to our common stockholders, made or deemed to have been made in 2017, were classified as a return of capital
for federal income tax purposes. We estimate that in 2018, between 15% and 25% of the distributions may be
classified as a return of capital.
BUSINESS PHILOSOPHY AND STRATEGY
We believe that owning an actively managed, diversified portfolio of primarily single-tenant commercial properties
under long-term, net lease agreements produces consistent and predictable income. A net lease typically requires
the tenant to be responsible for monthly rent and certain 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 lease agreements 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 consistent and
predictable income for our stockholders by reducing vulnerability that can come with any single concentration.
Our investment activities have led to a diversified property portfolio that, as of December 31, 2017, consisted of
5,172 properties located in 49 states and Puerto Rico, leased to 249 different commercial tenants doing business
in 47 industries. No single industry represented in our property portfolio accounted for more than 10.6% of our
rental revenue for the quarter ended December 31, 2017.
Investment Strategy
Our investment strategy is to acquire real estate leased to regional and national tenants. When identifying new
properties for investment, we generally focus on acquiring high-quality real estate that tenants consider important
to the successful operation of their business. We generally seek to acquire real estate that has the following
characteristics:
Properties that are freestanding, commercially-zoned with a single tenant;
Properties that are 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);
Properties that we deem to be profitable for the tenants and/or can generally be characterized as important
to the successful operations of the company’s business;
Properties that are located within attractive demographic areas relative to the business of our tenants,
generally fungible, and have good visibility and easy access to major thoroughfares;
Properties with real estate valuations that approximate replacement costs;
Properties with rental or lease payments that approximate market rents; and
52
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.
We seek to invest in industries in which several, well-organized, regional and national tenants are capturing market
share through the selection of prime real estate locations supported by superior service, quality control, economies
of scale, consumer branding, and advertising. In addition, we frequently acquire large portfolios of single-tenant
properties net leased to different tenants operating in a variety of industries. We have an internal team dedicated
to sourcing such opportunities, often using our relationships with various tenants, owners/developers, brokers and
advisers to uncover and secure transactions. We also undertake thorough research and analysis to identify what
we consider to be appropriate property locations, tenants, and industries 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:
Tenants with reliable and sustainable cash flow;
Tenants with revenue and cash flow from multiple sources;
Tenants that are willing to sign a long-term lease (10 or more years); and
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 annualized retail rental revenue in 2017 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 properties leased to Fortune 1000, primarily investment grade rated companies. We believe these
characteristics enhance the stability of the rental revenue generated from these properties.
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 returns.
Underwriting Strategy
In order to be considered for acquisition, properties must meet stringent underwriting requirements. We have
established a four-part analysis to examine each potential investment based on:
The aforementioned overall real estate characteristics, including demographics, replacement cost and
comparative rental rates;
Industry, tenant (including credit profile), and market conditions;
Store profitability for retail locations if profitability data is available; and
The importance of the real estate location to the operations of the tenants’ business.
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 tenants must retain their profitable and critical locations in order to survive. Therefore,
in the event of reorganization, they are less likely to reject a lease of 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 proactively sell locations that meet our criteria for disposition.
Prior to entering into any transaction, our research department conducts 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
53
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. Approximately 46% of our annualized rental revenue
comes from properties leased to investment grade rated companies or their subsidiaries. At December 31, 2017,
our top 20 tenants represented approximately 54% of our annualized revenue and ten of these tenants have
investment grade credit ratings or are subsidiaries of investment grade companies.
Portfolio and Asset Management Strategy
In addition to pursuing new properties for investment, we seek to increase earnings and distributions to
stockholders through active portfolio and asset management.
Generally, our portfolio and asset management efforts seek to achieve:
Rent increases at the expiration of existing leases, when market conditions permit;
Optimum exposure to certain tenants, industries, and markets through re-leasing vacant properties and
selectively selling properties;
Maximum asset-level returns on properties that are re-leased or sold;
Additional value creation from the existing portfolio by enhancing individual properties, pursuing alternative
uses, and deriving ancillary revenue; and
Investment opportunities in new asset classes for the portfolio.
We continually monitor our portfolio for any changes that could affect the performance of our tenants, our tenants’
industries, and the real estate locations in which we have invested. We also regularly analyze our portfolio with
a view towards optimizing its returns and enhancing its overall credit quality. Our active portfolio and asset
management strategy pursues asset sales when we believe the reinvestment of the sale proceeds will:
Generate higher returns;
Enhance the credit quality of our real estate portfolio;
Extend our average remaining lease term; and/or
Strategically decrease tenant, industry, or geographic concentration.
At December 31, 2017, we classified nine properties with a carrying amount of $6.7 million as held for sale on our
balance sheet. For 2018, we intend to continue our active disposition efforts to further enhance our real estate
portfolio and anticipate $75 to $100 million in property sales. We plan to invest these proceeds into new property
acquisitions, if there are attractive opportunities available. However, we cannot guarantee that we will sell
properties during 2018 at our estimated values or be able to invest the property sale proceeds in new properties.
The active management of the portfolio is an essential component of our long-term strategy of maintaining high
occupancy. 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 equal or exceed 96%.
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 initially financed by our credit facility or debt securities. However, we cannot assure you that we will
have access to the capital markets at all 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 credit facility and
periodically through public securities offerings.
Conservative Capital Structure
We believe that our stockholders are best served by a conservative capital structure. Therefore, we seek to
maintain a conservative debt level on our balance sheet and solid interest and fixed charge coverage ratios. At
54
December 31, 2017, our total outstanding borrowings of senior unsecured notes and bonds, term loans,
mortgages payable and credit facility borrowings were $6.13 billion, or approximately 27.4% of our total market
capitalization of $22.36 billion.
We define our total market capitalization at December 31, 2017 as the sum of:
Shares of our common stock outstanding of 284,213,685, plus total common units outstanding of 405,204,
multiplied by the last reported sales price of our common stock on the NYSE of $57.02 per share on
December 31, 2017, or $16.23 billion;
Outstanding borrowings of $110.0 million on our credit facility;
Outstanding mortgages payable of $320.3 million, excluding net mortgage premiums of $5.9 million and
deferred financing costs of $236,000;
Outstanding borrowings of $445.9 million on our term loans, excluding deferred financing costs of $580,000;
and
Outstanding senior unsecured notes and bonds of $5.25 billion, excluding unamortized net original issuance
premiums of $14.3 million and deferred financing costs of $34.1 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 December 2015, we filed a shelf registration statement with the SEC, which is effective for a term of three years
and will expire in December 2018. 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.
$2.0 Billion Revolving Credit Facility
We have a $2.0 billion unsecured revolving credit facility, or our credit facility, with an initial term that expires in
June 2019 and includes, at our option, two six-month extensions. Our credit facility has a $1.0 billion accordion
expansion option. Under our credit facility, our investment grade credit ratings as of December 31, 2017 provide
for financing at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 0.85%, with a facility
commitment fee of 0.125%, for all-in drawn pricing of 0.975% over LIBOR. The borrowing rate is subject to an
interest rate floor and may change if our investment grade credit ratings were to change. We also have other
interest rate options available to us under our credit facility. Our credit facility is unsecured and, accordingly, we
have not pledged any assets as collateral for this obligation.
At December 31, 2017, we had a borrowing capacity of $1.89 billion available on our credit facility and an
outstanding balance of $110.0 million. The weighted average interest rate on borrowings outstanding under our
credit facility, at December 31, 2017, was 4.5% per annum. We must comply with various financial and other
covenants in our credit facility. At December 31, 2017, we remain in compliance with these covenants. We expect
to use our credit facility to acquire additional properties and for other general corporate purposes. Any additional
borrowings will increase our exposure to interest rate risk.
We generally use our credit facility for the short-term financing of new property acquisitions. Thereafter, 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 at acceptable terms. We regularly review our credit facility and
may seek to extend, renew or replace our credit facility, to the extent we deem appropriate.
55
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, 2017, we had cash and cash equivalents totaling $6.9 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.
Credit Agency Ratings
The borrowing interest rates under our credit facility are based upon our ratings assigned by credit rating agencies.
As of December 31, 2017, we were assigned the following investment grade corporate credit ratings on our senior
unsecured notes and bonds: Moody’s Investors Service has assigned a rating of A3 with a “stable” outlook,
Standard & Poor’s Ratings Group has assigned a rating of BBB+ with a “positive” outlook, and Fitch Ratings has
assigned a rating of BBB+ with a “stable” outlook.
Based on our ratings as of December 31, 2017, the facility interest rate as of December 31, 2017 was LIBOR,
plus 0.85% with a facility commitment fee of 0.125%, for all-in drawn pricing of 0.975% over LIBOR. Our credit
facility provides that the interest rate can range between: (i) LIBOR, plus 1.55% if our credit rating is lower than
BBB-/Baa3 or unrated and (ii) LIBOR, plus 0.85% 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) 0.30% for a rating
lower than BBB-/Baa3 or unrated, and (ii) 0.125% 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.
Term Loans
In December 2017, in conjunction with the acquisition of a portfolio of properties, we entered into a $125.9 million
promissory note, maturing in January 2018. Borrowings under this note bore interest at 1.52%. This note was paid
in full at maturity.
In June 2015, in conjunction with entering into our credit facility, we entered into a $250 million senior unsecured
term loan maturing on June 30, 2020. Borrowing under this term loan bears interest at the current one-month
LIBOR, plus 0.90%. In conjunction with this term loan, we also entered into an interest rate swap which effectively
fixes our per annum interest rate on this term loan at 2.62%.
In January 2013, in conjunction with our acquisition of American Realty Capital Trust, Inc., or ARCT, we entered
into a $70 million senior unsecured term loan with an initial maturity date of January 2018. Borrowing under this
term loan bears interest at the current one-month LIBOR, plus 1.10%. In conjunction with this term loan, we also
entered into an interest rate swap which effectively fixes our per annum interest rate on this term loan at 2.05%.
In January 2018, we entered into a six-month extension of this loan, which now matures in July 2018 and includes,
at our option, two additional six-month extensions. Borrowing during the extension periods bear interest at the
current one-month LIBOR, plus 0.90%. The interest rate swap terminated upon the initial maturity in January 2018.
Mortgage Debt
As of December 31, 2017, we had $320.3 million of mortgages payable, all of which were assumed in connection
with our property acquisitions. Additionally, at December 31, 2017, we had net premiums totaling $5.9 million on
these mortgages and deferred financing costs of $236,000. We expect to pay off the mortgages payable as soon
as prepayment penalties have declined to a level that would make it economically feasible to do so. During 2017,
we made $139.7 million of principal payments, including the repayment of eight mortgages in full for $133.5 million.
56
Notes Outstanding
As of December 31, 2017, we had $5.25 billion of senior unsecured note and bond obligations, excluding
unamortized net original issuance premiums of $14.3 million and deferred financing costs of $34.1 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.
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 engaging, diverse, and safe work environment for our employees, upholding
our corporate responsibilities as a public company operating for the benefit of our stockholders, and operating our
company in an environmentally conscious manner. As The Monthly Dividend Company®, our mission is to provide
our stockholders with monthly dividends that increase over time. How we manage and use the physical, financial
and talent resources that enable us to achieve this mission, demonstrates our commitment to corporate
responsibility.
Social Responsibility and Ethics. An extension of our mission is our commitment to being socially responsible and
conducting our business according to the highest ethical standards. Our employees are awarded 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. We also have a long-standing commitment to equal
employment opportunity and adhere to all Equal Employer Opportunity Policy guidelines. Our employees 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 apply the principles of full and fair disclosure in all
of our business dealings, and we encourage all of our directors, officers, and other employees to conduct our
business in accordance with the highest standards of moral and ethical behavior, in each case, as outlined in our
Corporate Code of Business Ethics. We are also committed to dealing fairly with all of our customers, suppliers,
and competitors.
Realty Income and its employees have taken an active role in supporting communities through civic involvement
with charitable organizations and corporate donations. Focusing our impact on our social responsibility, our non-
profit partnerships have resulted in approximately 725 employee volunteer hours during 2017, principally through
our partnership with San Diego Habitat for Humanity. Our employees have also provided educational services to
at-risk youth, funding to local foodbanks, and toys for under-served children. Our dedication to being a responsible
corporate citizen has a direct and positive impact in the communities in which we operate and contributes to the
strength of our reputation and our financial performance.
Corporate Governance. We believe that a company’s reputation for integrity and serving its stockholders
responsibly is of utmost importance. We are committed to managing the company for the benefit of our
stockholders and are focused on maintaining good corporate governance. Practices that illustrate this
commitment include:
Our Board of Directors is comprised of eight directors, seven of which are independent, non-employee
directors;
Our Board of Directors is elected on an annual basis;
We employ a majority vote standard for uncontested elections;
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 primarily based on
reaching certain performance metrics that determine the success of our company; and
We adhere to all other corporate governance principles outlined in our “Corporate Governance Guidelines”
document on our website.
Environmental Practices. Our focus on environmental conservationism is demonstrated by how we manage our
day-to-day activities at our corporate headquarters. At our headquarters, we promote energy efficiency and
encourage practices such as powering down office equipment at the end of the day, implementing file-sharing
technology and automatic “duplex mode” to limit paper use, adopting an electronic approval system, carpooling
57
to our headquarters, and recycling paper waste. In 2017, we sent more than 32,700 pounds of paper to our off-
site partner for recycling.
With respect to other recycling and reuse practices, we encourage the use of recycled products and the recycling
of materials used in our operations. Cell phones, wireless devices and office equipment are recycled or donated
whenever possible.
In addition, our headquarters building was retrofitted according to the State of California energy efficiency
standards (specifically following California Green Building Standards Code and Title 24 of the California Code of
Regulations), with features such as an automatic lighting control system with light-harvesting technology, a
Building Management System that monitors and controls energy use, an energy-efficient PVC roof and heating
and cooling system, LED lighting, and drought-tolerant landscaping with recycled materials.
In 2017, we formed an internal “Green Team” whose mission is to encourage environmentally-friendly choices to
further reduce our environmental impact as a company. To achieve this mission, the Green Team creates and
executes strategies to promote sustainability internally and tracks the progress of their efforts.
The properties in our portfolio are primarily net leased to our tenants, and each tenant is ultimately responsible
for maintaining the buildings including controlling their energy usage and the implementation of any
environmentally sustainable practices at each location. We actively communicate and work with our tenants to
promote environmental responsibility at the properties we own and to reiterate the importance of energy efficient
facilities.
Our Asset Management team has engaged with renewable energy development companies to identify assets that
would maximize energy efficiency initiatives throughout our property portfolio. These initiatives include solar
energy arrays, battery storage, and charging stations. In addition, we continue to explore regional opportunities
with our tenants in order to qualify for city and county renewable energy or energy efficiency programs.
More information on our social responsibility and environmental practices can be found on our company’s website
at http://www.realtyincome.com/about-realty-income/corporate-responsibility. None of the information on our
website is deemed to be a part of this report.
REALTY INCOME CORPORATION AND SUBSIDIARIES
Property Portfolio Information
At December 31, 2017, we owned a diversified portfolio:
Of 5,172 properties;
With an occupancy rate of 98.4%, or 5,089 properties leased and 83 properties available for lease;
Leased to 249 different commercial tenants doing business in 47 separate industries;
Located in 49 states and Puerto Rico;
With over 89.6 million square feet of leasable space; and
With an average leasable space per property of approximately 17,320 square feet; approximately 12,060
square feet per retail property and 224,340 square feet per industrial property.
At December 31, 2017, of our 5,172 properties, 5,089 were leased under net lease agreements. A net lease
typically requires the tenant to be responsible for 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, 2017, our 249 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 269 additional tenants, representing approximately 5% of our annualized revenue at December 31, 2017,
which brings our total tenant count to 518 tenants.
58
Industry Diversification
The following table sets forth certain information regarding our property portfolio classified according to the
business of the respective tenants, expressed as a percentage of our total rental revenue:
For the
Quarter Ended
Percentage of Rental Revenue(1)
For the Years Ended
December 31, Dec 31,
Dec 31,
Dec 31,
Dec 31,
Dec 31,
2017
2017
2016
2015
2014
2013
1.6%
1.9%
2.0%
2.0%
1.9%
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
Telecommunications
Theaters
Transportation services
Wholesale clubs
Other
1.5%
1.0
1.4
2.4
2.5
*
1.8
0.4
9.4
0.5
7.7
1.0
1.3
2.2
2.6
*
1.8
0.3
9.6
0.5
7.9
1.0
1.3
1.9
2.7
*
1.9
0.3
8.7
0.5
8.6
1.0
1.4
1.9
2.9
*
2.0
0.3
9.2
0.5
8.9
10.6
10.9
11.2
10.6
0.3
0.5
*
2.1
1.9
4.5
7.5
0.8
0.8
2.8
0.1
1.9
0.2
0.6
3.7
5.5
0.4
1.1
*
5.7
0.1
3.2
0.3
0.4
*
2.1
1.8
4.4
7.5
0.8
0.8
2.6
0.1
2.1
0.2
0.6
3.8
5.1
0.4
1.4
*
5.0
0.1
3.3
0.3
0.5
0.1
1.4
1.5
3.1
8.1
0.9
0.7
2.5
0.1
1.9
0.3
0.6
3.9
4.9
0.5
1.6
*
4.9
0.1
3.6
0.3
0.5
0.1
1.3
1.4
3.0
7.7
1.0
0.7
2.4
0.1
1.6
0.3
0.7
3.8
4.2
0.5
1.8
-
5.1
0.1
3.8
0.8
1.3
1.8
3.2
*
2.2
0.3
0.8
1.2
2.1
3.6
*
2.8
0.3
10.1
11.2
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
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
*
*
*
*
*
Retail industries
82.9%
82.5%
81.5%
81.1%
80.4%
79.8%
* Less than 0.1%
(1) Includes rental revenue for all properties owned at the end of each period presented, including revenue from properties
reclassified as discontinued operations.
59
Industry Diversification (continued)
Percentage of Rental Revenue(1)
For the
Quarter Ended
For the Years Ended
December 31, Dec 31,
Dec 31,
Dec 31,
Dec 31,
Dec 31,
2017
2017
2016
2015
2014
2013
0.9%
0.9%
1.0%
1.1%
1.2%
1.2%
2.6
0.5
0.7
0.1
0.8
0.1
0.4
0.3
0.6
0.2
0.9
0.5
0.1
0.1
0.1
0.1
0.8
1.1
0.1
0.2
0.6
5.2
0.1
2.7
0.5
0.8
0.1
0.9
0.1
0.4
0.3
0.6
0.2
1.0
0.6
0.1
*
0.1
0.1
0.8
1.0
0.1
0.2
0.6
5.3
0.1
2.6
0.5
0.9
0.1
0.9
0.1
0.5
0.4
1.1
0.3
1.1
0.6
0.1
-
0.1
0.1
0.8
0.8
0.1
0.2
0.6
5.4
0.2
2.7
0.6
0.9
0.1
0.8
0.1
0.4
0.4
1.2
0.3
1.2
0.7
0.2
-
0.1
0.1
0.7
0.8
0.1
0.2
0.7
5.3
0.2
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
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
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
Home improvement
Insurance
Machinery
Other manufacturing
Packaging
Paper
Shoe stores
Telecommunications
Transportation services
Other
Non-retail industries
17.1%
17.5%
18.5%
18.9%
19.6%
20.2%
Totals
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
* Less than 0.1%
(1) Includes rental revenue for all properties owned at the end of each period presented, including revenue from properties
reclassified as discontinued operations.
60
Property Type Composition
The following table sets forth certain property type information regarding our property portfolio as of
December 31, 2017 (dollars in thousands):
Property Type
Retail
Industrial
Office
Agriculture
Totals
Number of
Properties
4,999
116
42
15
Approximate
Leasable
Square Feet
60,289,500
26,023,400
3,104,700
Rental Revenue for
the Quarter Ended
December 31, 2017(1)
$
240,006
37,331
13,579
184,500
6,571
Percentage of
Rental
Revenue
80.7 %
12.5
4.6
2.2
5,172
89,602,100
$
297,487
100.0 %
(1) Includes rental revenue for all properties owned at December 31, 2017. Excludes revenue of $1,412 from sold
properties.
Tenant Diversification
The following table sets forth the largest tenants in our property portfolio, expressed as a percentage of total rental
revenue at December 31, 2017:
Tenant
Walgreens
FedEx
LA Fitness
Dollar General
Dollar Tree / Family Dollar
AMC Theatres
Walmart / Sam's Club
Circle K (Couche-Tard)
BJ's Wholesale Club
Treasury Wine Estates
Life Time Fitness
Regal Cinemas
CVS Pharmacy
Super America / Western Refining (Tesoro)
GPM Investments / Fas Mart
Rite Aid
7-Eleven
TBC Corporation (Sumitomo)
Kroger
FreedomRoads / Camping World
Number of
Properties
% of Rental Revenue
203
43
53
532
468
32
51
298
15
17
11
25
76
134
216
69
111
159
14
19
6.5 %
5.1 %
4.0 %
3.9 %
3.6 %
3.6 %
3.0 %
2.5 %
2.2 %
2.1 %
2.0 %
1.9 %
1.9 %
1.8 %
1.8 %
1.7 %
1.7 %
1.5 %
1.5 %
1.2 %
61
Service Category Diversification for our Retail Properties
The following table sets forth certain information regarding the 4,999 retail properties included in our 5,172 total
properties owned at December 31, 2017, classified according to the business types and the level of services they
provide at the property level (dollars in thousands):
Number of
Retail
Properties
Retail Rental Revenue
for the Quarter Ended
December 31, 2017(1)
Percentage of
Retail Rental
Revenue
Tenants Providing Services
Automotive collision services
Automotive service
Child care
Education
Entertainment
Equipment services
Financial services
Health and fitness
Health care
Telecommunications
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
58
271
204
14
11
2
218
93
27
1
60
2
8
969
69
194
867
28
12
313
641
2,124
28
116
1
10
15
1,000
342
82
112
57
66
4
8
2
31
32
1,906
4,999
$
$
2,938
7,031
5,380
839
1,363
111
6,232
22,337
1,139
47
17,038
229
133
64,817
1,631
7,401
27,758
5,749
738
10,339
16,287
69,903
4,328
2,451
104
1,097
1,618
22,830
30,214
5,438
13,555
2,283
7,673
175
564
182
3,369
9,405
105,286
240,006
1.2 %
2.9
2.2
0.3
0.6
*
2.6
9.3
0.5
*
7.1
0.1
0.1
26.9
0.7
3.1
11.6
2.4
0.3
4.3
6.8
29.2
1.8
1.0
*
0.5
0.7
9.5
12.6
2.3
5.6
1.0
3.2
0.1
0.2
0.1
1.4
3.9
43.9
100.0 %
* Less than 0.1%
(1) Includes rental revenue for all retail properties owned at December 31, 2017. Excludes revenue of $57,481 from non-
retail properties and $1,412 from sold properties.
62
Lease Expirations
The following table sets forth certain information regarding our property portfolio regarding the timing of the lease
term expirations in our portfolio (excluding rights to extend a lease at the option of the tenant) on our 5,062 net
leased, single-tenant properties and their contribution to rental revenue for the quarter ended December 31, 2017
(dollars in thousands):
Total Portfolio(1)
Expiring
Leases
Year
Retail
Non-Retail
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033 - 2043
195
262
213
294
358
471
218
333
315
535
298
400
95
283
81
541
4
10
10
12
18
22
11
13
5
4
9
7
13
25
4
3
Approx.
Leasable
Sq. Feet
2,258,600 $
3,853,800
4,166,100
5,284,100
9,758,900
8,109,600
3,844,700
5,179,500
4,685,500
6,199,400
7,087,100
7,386,300
2,718,500
5,563,500
3,060,700
7,267,800
Rental
Revenue(2)
% of
Rental
Revenue
8,053
13,279
12,614
14,869
20,152
24,436
11,641
20,172
15,762
22,417
18,169
21,473
14,768
25,209
10,776
38,647
2.8%
4.5
4.3
5.1
6.9
8.4
4.0
6.9
5.4
7.7
6.2
7.3
5.0
8.6
3.7
13.2
Totals
4,892
170
86,424,100 $
292,437
100.0%
* Less than 0.1%
(1) Excludes 28 multi-tenant properties and 83 vacant properties, one of which is a vacant, multi-
tenant property. The lease expirations for properties under construction are based on the
estimated date of completion of those properties.
(2) Excludes revenue of $5,050 from 28 multi-tenant properties and 83 vacant properties, and
$1,412 from sold properties at December 31, 2017.
63
Geographic Diversification
The following table sets forth certain state-by-state information regarding our property portfolio as of
December 31, 2017 (dollars in thousands):
State
Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
Florida
Georgia
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
Totals\Average
Number of Percent
Properties Leased
Approximate Rental Revenue for
the Quarter Ended
Leasable
Square Feet December 31, 2017(1)
Percentage of
Rental
Revenue
164
3
115
74
186
83
22
18
373
258
12
253
173
42
94
68
106
15
36
79
163
159
140
152
11
38
23
19
75
32
99
182
6
256
134
28
168
4
159
15
234
519
22
5
169
43
18
115
6
4
5,172
98%
67
99
100
99
99
91
100
99
99
100
98
97
88
96
99
97
100
97
96
99
100
95
97
100
100
96
100
99
100
99
99
100
99
100
100
98
100
99
100
98
99
100
100
96
98
100
100
100
100
98%
1,567,500
275,900
1,808,300
887,700
5,316,000
1,458,400
521,000
93,000
4,092,300
4,315,900
87,000
5,791,200
2,154,600
2,978,500
1,857,100
1,667,700
1,547,900
174,700
1,012,300
729,400
1,781,000
2,028,400
1,623,200
2,688,000
87,000
749,700
1,092,700
315,800
1,000,900
355,700
2,753,400
2,792,500
117,700
6,774,600
1,653,500
593,300
1,956,800
161,600
1,626,700
195,200
3,565,000
9,583,400
970,600
98,000
3,114,700
733,400
395,600
2,374,300
54,700
28,300
89,602,100
$
$
5,603
566
6,653
2,035
27,804
4,738
2,042
718
17,322
12,718
419
18,482
8,578
3,836
4,869
4,198
4,169
1,121
4,582
3,641
6,475
9,907
4,659
8,414
501
1,865
1,459
1,547
5,546
1,024
14,728
8,212
211
15,418
4,660
2,399
8,683
841
6,571
468
9,203
27,830
2,272
489
8,332
3,097
1,228
6,929
276
149
297,487
1.9 %
0.2
2.2
0.7
9.3
1.6
0.7
0.2
5.8
4.3
0.1
6.2
2.9
1.3
1.6
1.4
1.4
0.4
1.5
1.2
2.2
3.3
1.6
2.8
0.2
0.6
0.5
0.5
1.9
0.3
5.0
2.8
0.1
5.2
1.6
0.8
2.9
0.3
2.2
0.2
3.1
9.4
0.8
0.2
2.8
1.0
0.4
2.3
0.1
*
100.0 %
* Less than 0.1%
(1) Includes rental revenue for all properties owned at December 31, 2017. Excludes revenue of $1,412 from sold properties.
64
REALTY INCOME CORPORATION AND SUBSIDIARIES
Forward‐Looking Statements
This Annual Report on Form 10-K, including the documents incorporated by reference, contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in
this annual report, the words “estimated”, “anticipated”, “expect”, “believe”, “intend” and similar expressions are
intended to identify forward-looking statements. Forward-looking statements include discussions of strategy,
plans, or intentions of management. Forward-looking statements are subject to risks, uncertainties, and
assumptions about Realty Income Corporation, including, among other things:
Our anticipated growth strategies;
Our intention to acquire additional properties and the timing of these acquisitions;
Our intention to sell properties and the timing of these property sales;
Our intention to re-lease vacant properties;
Anticipated trends in our business, including trends in the market for long-term, net leases of freestanding, single-
tenant properties; and
Future expenditures for development projects.
Future events and actual results, financial and otherwise, may differ materially from the results discussed in the
forward-looking statements. In particular, some of the factors that could cause actual results to differ materially
are:
Our continued qualification as a real estate investment trust;
General business and economic conditions;
Competition;
Fluctuating interest rates;
Access to debt and equity capital markets;
Continued volatility and uncertainty in the credit markets and broader financial markets;
Other risks inherent in the real estate business including tenant defaults, potential liability relating to
environmental matters, illiquidity of real estate investments, and potential damages from natural disasters;
Impairments in the value of our real estate assets;
Changes in the tax laws of the United States of America;
The outcome of any legal proceedings to which we are a party or which may occur in the future; and
Acts of terrorism and war.
Additional factors that may cause risks and uncertainties include those discussed in the sections entitled
“Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in this Annual Report.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the
date that this annual report was filed with the 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.
65
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 an S&P 500 company dedicated to providing stockholders
with dependable monthly dividends that increase over time. The company is structured as a real estate investment
trust, or REIT, requiring it annually to distribute at least 90% of its taxable income (excluding net capital gains) in
the form of dividends to its stockholders. The monthly dividends are supported by the cash flow generated from
real estate owned under long-term, net lease agreements with regional and national commercial tenants. The
company has in-house acquisition, portfolio management, asset management, real estate research, credit
research, legal, finance and accounting, information technology and capital markets capabilities.
Realty Income was founded in 1969, and listed on the New York Stock Exchange (NYSE: O) in 1994. Over the
past 49 years, Realty Income has been acquiring and managing freestanding commercial properties that generate
rental revenue under long-term net lease agreements. The company is a member of the S&P High Yield Dividend
Aristocrats® index for having increased its dividend every year for more than 20 consecutive years.
At December 31, 2017, we owned a diversified portfolio:
Of 5,172 properties;
With an occupancy rate of 98.4%, or 5,089 properties leased and 83 properties available for lease;
Leased to 249 different commercial tenants doing business in 47 separate industries;
Located in 49 states and Puerto Rico;
With over 89.6 million square feet of leasable space; and
With an average leasable space per property of approximately 17,320 square feet; approximately 12,060
square feet per retail property and 224,340 square feet per industrial property.
Of the 5,172 properties in the portfolio, 5,144, or 99.5%, are single-tenant properties, and the remaining are multi-
tenant properties. At December 31, 2017, of the 5,144 single-tenant properties, 5,062 were leased with a weighted
average remaining lease term (excluding rights to extend a lease at the option of the tenant) of approximately
9.5 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 initially financed by our credit facility or debt securities. However, we cannot assure you that we will
have access to the capital markets at all 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 credit facility and
periodically through public securities offerings.
Conservative Capital Structure
We believe that our stockholders are best served by a conservative capital structure. Therefore, we seek to
maintain a conservative debt level on our balance sheet and solid interest and fixed charge coverage ratios. At
December 31, 2017, our total outstanding borrowings of senior unsecured notes and bonds, term loans,
mortgages payable and credit facility borrowings were $6.13 billion, or approximately 27.4% of our total market
capitalization of $22.36 billion.
66
We define our total market capitalization at December 31, 2017 as the sum of:
Shares of our common stock outstanding of 284,213,685, plus total common units outstanding of 405,204,
multiplied by the last reported sales price of our common stock on the NYSE of $57.02 per share on
December 31, 2017, or $16.23 billion;
Outstanding borrowings of $110.0 million on our credit facility;
Outstanding mortgages payable of $320.3 million, excluding net mortgage premiums of $5.9 million and
deferred financing costs of $236,000;
Outstanding borrowings of $445.9 million on our term loans, excluding deferred financing costs of
$580,000; and
Outstanding senior unsecured notes and bonds of $5.25 billion, excluding unamortized net original issuance
premiums of $14.3 million and deferred financing costs of $34.1 million.
Universal Shelf Registration
In December 2015, we filed a shelf registration statement with the SEC, which is effective for a term of three years
and will expire in December 2018. 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.
At-the-Market (ATM) Programs
In September 2015, we established an “at-the-market” equity distribution program, or our prior ATM program,
pursuant to which we were permitted to offer and sell up to 12,000,000 shares of common stock to, or through, a
consortium of banks acting as our sales agents by means of ordinary brokers’ transactions on the NYSE at
prevailing market prices or at negotiated prices. In October 2017, following the issuance and sale of the remaining
shares under our prior ATM program, we established a new “at-the-market” equity distribution plan, or our new
ATM program and, together with our prior ATM program, our ATM programs, pursuant to which we are permitted
to offer and sell up to 17,000,000 additional shares of common stock. During 2017, we issued 10,914,088 shares
and raised gross proceeds of $621.7 million under our ATM programs. From the inception of our ATM programs
through December 31, 2017, we have issued 14,407,529 shares authorized by our ATM programs and raised
$824.8 million.
Issuance of Common Stock
In March 2017, we issued 11,850,000 shares of common stock. After underwriting discounts and other offering
costs of $29.8 million, the net proceeds of $704.9 million were used to repay borrowings under our credit facility.
Dividend Reinvestment and Stock Purchase Plan
Our Dividend Reinvestment and Stock Purchase Plan, or our DRSPP, provides our common stockholders, as well
as new investors, with a convenient and economical method of purchasing our common stock and reinvesting
their distributions. Our DRSPP also allows our current stockholders to buy additional shares of common stock by
reinvesting all or a portion of their distributions. Our DRSPP authorizes up to 26,000,000 common shares to be
issued. Our DRSPP includes a waiver approval process, allowing larger investors or institutions, per a formal
approval process, to purchase shares at a small discount, if approved by us. During 2017, we issued 1,193,653
shares and raised approximately $69.9 million under our DRSPP, of which we issued 927,695 shares and raised
$54.7 million under the waiver approval process.
$2.0 Billion Revolving Credit Facility
We have a $2.0 billion unsecured revolving credit facility, or our credit facility, with an initial term that expires in
June 2019 and includes, at our option, two six-month extensions. Our credit facility has a $1.0 billion accordion
expansion option. Under our credit facility, our investment grade credit ratings as of December 31, 2017 provide
for financing at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 0.85%, with a facility
commitment fee of 0.125%, for all-in drawn pricing of 0.975% over LIBOR. The borrowing rate is subject to an
interest rate floor and may change if our investment grade credit ratings were to change. We also have other
interest rate options available to us under our credit facility. Our credit facility is unsecured and, accordingly, we
have not pledged any assets as collateral for this obligation.
67
At December 31, 2017, we had a borrowing capacity of $1.89 billion available on our credit facility and an
outstanding balance of $110.0 million. The weighted average interest rate on borrowings outstanding at
December 31, 2017, was 4.5% per annum. We must comply with various financial and other covenants in our
credit facility. At December 31, 2017, we were in compliance with these covenants. We expect to use our credit
facility to acquire additional properties and for other general corporate purposes. Any additional borrowings will
increase our exposure to interest rate risk.
We generally use our credit facility for the short-term financing of new property acquisitions. Thereafter, 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 at acceptable terms. We regularly review our credit facility and
may seek to extend, renew or replace our credit facility, to the extent we deem appropriate.
Term Loans
In December 2017, in conjunction with the acquisition of a portfolio of properties, we entered into a $125.9 million
promissory note, maturing in January 2018. Borrowings under this note bore interest at 1.52%. This note was paid
in full at maturity.
In June 2015, in conjunction with entering into our credit facility, we entered into a $250 million senior unsecured
term loan maturing on June 30, 2020. Borrowing under this term loan bears interest at the current one-month
LIBOR, plus 0.90%. In conjunction with this term loan, we also entered into an interest rate swap which effectively
fixes our per annum interest rate on this term loan at 2.62%.
In January 2013, in conjunction with our acquisition of American Realty Capital Trust, Inc., or ARCT, we entered
into a $70 million senior unsecured term loan with an initial maturity date of January 2018. Borrowing under this
term loan bears interest at the current one-month LIBOR, plus 1.10%. In conjunction with this term loan, we also
entered into an interest rate swap which effectively fixes our per annum interest rate on this term loan at 2.05%.
In January 2018, we entered into a six-month extension of this loan, which now matures in July 2018 and includes,
at our option, two additional six-month extensions. Borrowing during the extension periods bear interest at the
current one-month LIBOR, plus 0.90%. The interest rate swap terminated upon the initial maturity in January 2018.
Mortgage Debt
As of December 31, 2017, we had $320.3 million of mortgages payable, all of which were assumed in connection
with our property acquisitions. Additionally, at December 31, 2017, we had net premiums totaling $5.9 million on
these mortgages and deferred financing costs of $236,000. We expect to pay off the mortgages payable as soon
as prepayment penalties have declined to a level that would make it economically feasible to do so. During 2017,
we made $139.7 million of principal payments, including the repayment of eight mortgages in full for $133.5 million.
68
Notes Outstanding
Our senior unsecured note and bond obligations consist of the following as of December 31, 2017, sorted by
maturity date (dollars in millions):
2.000% notes, issued in October 2012 and due in January 2018
5.750% notes, issued in June 2010 and due in January 2021
3.250% notes, $450 issued in October 2012 and $500 issued
in December 2017, both due in October 2022
4.650% 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, $250 issued in September 2014 and $400 issued
in March 2017, both due in October 2026
3.000% notes, issued in October 2016 and due in January 2027
3.650% notes, issued in December 2017 and due in January 2028
5.875% bonds, $100 issued in March 2005 and $150 issued in
June 2011, both due in March 2035
4.650% notes, $300 issued in March 2017 and $250 issued
in December 2017, both due in March 2047
Total principal amount
Unamortized net original issuance premiums and deferred financing costs
$
$
350
250
950
750
350
650
600
550
250
550
5,250
(20)
5,230
During the year ended December 31, 2017 we issued the following notes (dollars in millions):
Issuances
4.125% notes
4.650% notes
3.250% notes
3.650% notes
4.650% notes
Date of
Issuance
March 2017
March 2017
December 2017 October 2022 (2)
December 2017
January 2028
December 2017 March 2047 (3)
Maturity date
October 2026 (1) $
March 2047
Principal
amount
issued
400
300
500
550
250
Public
offering
price
102.98%
99.97%
101.77%
99.78%
105.43%
Effective yield to
maturity
3.75%
4.65%
2.84%
3.68%
4.32%
(1) This issuance constitutes a further issuance of, and formed a single series with the senior notes due 2026
issued in September 2014.
(2) This issuance constituted a further issuance of, and formed a single series with the senior notes due 2022
issued in October 2012.
(3) This issuance constituted a further issuance of, and formed a single series with the senior notes due 2047
issued in March 2017.
The net proceeds of $1.3 billion from the December 2017 note offerings were used to redeem all $550.0 million
aggregate principal amount of our outstanding 2019 notes, including accrued and unpaid interest, and to repay
borrowings outstanding under our $2.0 billion revolving credit facility and, to the extent not used for those
purposes, to fund the development and acquisitions of additional properties and for other general corporate
purposes. The net proceeds of $705.2 million from the March 2017 note offerings were used to repay borrowings
outstanding under our credit facility to fund investment opportunities and for other general corporate purposes.
In December 2017, we completed the early redemption on all $550.0 million of outstanding 6.75% notes due
August 2019, plus accrued and unpaid interest. As a result of the early redemption, we recognized a $42.4 million
loss on extinguishment of debt, which represents $0.15 on a diluted per common share basis.
In September 2017, we repaid our $175.0 million of outstanding 5.375% notes, plus accrued and unpaid interest.
All of our outstanding notes and bonds have fixed interest rates and contain various covenants, with which we
remained in compliance as of December 31, 2017. 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. 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, 2017 are:
69
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
40.6%
2.2%
4.8x
249.6%
(1) Our debt service coverage ratio is calculated on a pro forma basis for the preceding four-quarter period on the assumptions 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, 2017, 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, 2017, nor does it purport to reflect our debt service
coverage ratio for any future period. Our fixed charge coverage ratio is calculated in exactly the same manner as our debt service coverage
ratio, except that preferred stock dividends are also added to the denominator; since we redeemed our Class F preferred dividends in April
2017, our fixed charge coverage ratio is equivalent to our debt service coverage ratio. The following is our calculation of debt service and
fixed charge coverage at December 31, 2017 (in thousands, for trailing twelve months):
Net income attributable to the Company
Plus: interest expense (1)
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 and fixed charge coverage ratio
$
$
$
318,798
280,981
6,044
498,788
14,751
49,400
(40,898 )
1,127,864
236,957
4.8
(1) Interest expense includes a loss of $42.4 million related to the extinguishment of debt.
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, 2017, we
had cash and cash equivalents totaling $6.9 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.
Credit Agency Ratings
The borrowing interest rates under our credit facility are based upon our ratings assigned by credit rating agencies.
As of December 31, 2017, we were assigned the following investment grade corporate credit ratings on our senior
unsecured notes and bonds: Moody’s Investors Service has assigned a rating of A3 with a “stable” outlook,
Standard & Poor’s Ratings Group has assigned a rating of BBB+ with a “positive” outlook, and Fitch Ratings has
assigned a rating of BBB+ with a “stable” outlook.
Based on our ratings as of December 31, 2017, the facility interest rate as of December 31, 2017 was LIBOR,
plus 0.85% with a facility commitment fee of 0.125%, for all-in drawn pricing of 0.975% over LIBOR. Our credit
facility provides that the interest rate can range between: (i) LIBOR, plus 1.55% if our credit rating is lower than
BBB-/Baa3 or unrated and (ii) LIBOR, plus 0.85% 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) 0.30% for a rating
lower than BBB-/Baa3 or unrated, and (ii) 0.125% 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.
70
Moreover, a rating is not a recommendation to buy, sell or hold our debt securities, preferred stock or common
stock.
Table of Obligations
The following table summarizes the maturity of each of our obligations as of December 31, 2017 (dollars in
millions):
Year of
Maturity
2018
2019
2020
2021
2022
Thereafter
Totals
Notes
and
Bonds(2)
350.0 $ 195.9 $
$
Credit
Facility(1)
$
-
110.0
-
-
-
-
-
-
250.0
950.0
3,700.0
Term Mortgages
Payable(4)
Loan(3)
21.9
20.7
82.4
67.0
109.7
18.6
-
250.0
-
-
-
Ground
Leases
Paid by
Realty
Ground
Leases
Paid by
Our
Interest(5) Income(6) Tenants(7) Other(8)
$
217.7 $
224.3
217.2
199.9
189.2
1,175.7
1.7 $
1.5
1.4
1.2
1.2
20.9
13.5 $
13.4
13.2
12.9
12.8
94.1
78.2 $
-
-
-
-
-
78.2 $
Totals
878.9
369.9
564.2
531.0
1,262.9
5,009.3
8,616.2
$
110.0 $ 5,250.0 $ 445.9 $
320.3 $ 2,224.0 $ 27.9 $ 159.9 $
(1) The initial term of the credit facility expires in June 2019 and includes, at our option, two six-month extensions.
(2) Excludes non-cash net original issuance premiums recorded on notes payable. The unamortized balance of the net original issuance
premiums at December 31, 2017 is $14.3 million. Also excludes deferred financing costs of $34.1 million.
(3) Excludes deferred financing costs of $580,000.
(4) Excludes non-cash net premiums recorded on the mortgages payable. The unamortized balance of these net premiums at
December 31, 2017, is $5.9 million. Also excludes deferred financing costs of $236,000.
(5) Interest on the term loans, notes, bonds, mortgages payable, and credit facility has been calculated based on outstanding balances as
of December 31, 2017 through their respective maturity dates.
(6) Realty Income currently pays the ground lessors directly for the rent under the ground leases.
(7) 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.
(8) “Other” consists of $64.4 million of commitments under construction contracts and $13.8 million of commitments for tenant
improvements and leasing costs.
Our credit facility, term loans, and notes payable obligations are unsecured. Accordingly, we have not pledged
any assets as collateral for these obligations.
No Unconsolidated Investments
We have no unconsolidated investments, nor do we engage in trading activities involving energy or commodity
contracts.
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.
Acquisitions During 2017
During 2017, we invested $1.52 billion in 303 new properties and properties under development or expansion,
with an estimated initial weighted average contractual lease rate of 6.4%. The 303 new properties and properties
under development or expansion are located in 40 states, will contain approximately 7.8 million leasable square
feet, and are 100% leased with a weighted average lease term of 14.4 years. The tenants occupying the new
properties operate in 23 industries and the property types are 94.5% retail and 5.5% industrial, based on rental
revenue. During 2017, none of our real estate investments caused any one tenant to be 10% or more of our total
assets at December 31, 2017.
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
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
71
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 $1.52 billion we invested during 2017, $21.2 million was invested
in 17 properties under development or expansion with an estimated initial weighted average contractual lease rate
of 6.9%. We may continue to pursue development or expansion opportunities under similar arrangements in the
future.
Portfolio Discussion
Leasing Results
At December 31, 2017, we had 83 properties available for lease out of 5,172 properties in our portfolio, which
represents a 98.4% occupancy rate based on the number of properties in our portfolio. Since December 31, 2016,
when we reported 84 properties available for lease out of 4,944 and a 98.3% occupancy rate, we:
Had 297 lease expirations (including leases rejected in bankruptcy);
Re-leased 259 properties; and
Sold 39 vacant properties.
Of the 259 properties re-leased during 2017, 235 properties were re-leased to existing tenants, nine were re-
leased to new tenants without vacancy, and 15 were re-leased to new tenants after a period of vacancy. The
annual rent on these 259 leases was $43.18 million, as compared to the previous rent on these same properties
of $40.92 million, which represents a rent recapture rate of 105.5% on the properties re-leased during 2017.
As part of our re-leasing costs, we pay leasing commissions to unrelated, 3rd party real estate brokers consistent
with the commercial real estate industry standard, and sometimes provide tenant rent concessions. 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.
At December 31, 2017, our average annualized rental revenue was approximately $13.77 per square foot on the
5,089 leased properties in our portfolio. At December 31, 2017, we classified nine properties with a carrying
amount of $6.7 million as held for sale on our balance sheet. The expected sale of these properties does not
represent a strategic shift that will have a major effect on our operations and financial results and is consistent
with our active disposition efforts to further enhance our real estate portfolio and maximize portfolio returns.
Investments in Existing Properties
In 2017, we capitalized costs of $12.7 million on existing properties in our portfolio, consisting of $1.6 million for
re-leasing costs, $912,000 for recurring capital expenditures and $10.2 million for non-recurring building
improvements. In 2016, we capitalized costs of $16.3 million on existing properties in our portfolio, consisting of
$797,000 for re-leasing costs, $679,000 for recurring capital expenditures, and $14.9 million for non-recurring
building improvements.
The majority of our building improvements relate to roof repairs, HVAC improvements, and parking lot resurfacing
and replacements. 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.
We define recurring capital expenditures as mandatory and repetitive landlord capital expenditure obligations that
have a limited useful life. We define non-recurring capital expenditures as property improvements where we invest
additional capital that extend the useful life of the property.
Increases in Monthly Dividends to Common Stockholders
We have continued our 49-year policy of paying monthly dividends. In addition, we increased the dividend five
times during 2017 and twice in 2018. As of February 2018, we have paid 81 consecutive quarterly dividend
increases and increased the dividend 95 times since our listing on the NYSE in 1994.
72
2017 Dividend increases
1st increase
2nd increase
3rd increase
4th increase
5th increase
2018 Dividend increases
1st increase
2nd increase
Month
Declared
Dec 2016
Jan 2017
Mar 2017
Jun 2017
Sep 2017
Month
Paid
Jan 2017
Feb 2017
Apr 2017
Jul 2017
Oct 2017
Dividend
per share
0.2025
0.2105
0.2110
0.2115
0.2120
Increase
per share
$ 0.0005
$ 0.0080
$ 0.0005
$ 0.0005
$ 0.0005
Dec 2017
Jan 2018
Jan 2018
Feb 2018
0.2125
0.2190
$ 0.0005
$ 0.0065
The dividends paid per share during 2017 totaled approximately $2.527, as compared to approximately $2.392
during 2016, an increase of $0.135, or 5.6%.
The monthly dividend of $0.219 per share represents a current annualized dividend of $2.628 per share, and an
annualized dividend yield of approximately 4.6% based on the last reported sale price of our common stock on
the NYSE of $57.02 on December 31, 2017. 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.
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. 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 cost of real estate acquired, inclusive of transaction
costs, to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each
case on their relative 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. 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 market where the property is located. In addition, any assumed mortgages
receivable or payable 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 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 utilize in this analysis include projected rental rates, estimated holding periods,
historical sales and releases, 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
73
requiring the recognition of an impairment. However, if our strategy, or one or more of the above assumptions
were to change in the future, an impairment may need to be recognized. If events should occur that require us to
reduce the carrying value of our real estate by recording provisions for impairment, they could have a material
impact on our results of operations.
The following is a comparison of our results of operations for the years ended December 31, 2017, 2016
and 2015.
Total Revenue
The following summarizes our total revenue (dollars in thousands):
2017
2016
2015
Change in Dollars
2017
versus
2016
2016
versus
2015
REVENUE
Rental
Tenant reimbursements
Other
Total revenue
$
$
1,166,224 $
46,082
3,462
1,215,768 $
1,057,413 $
43,104
2,655
1,103,172 $
976,865 $ 108,811 $ 80,548
1,089
(1,750 )
1,023,285 $ 112,596 $ 79,887
42,015
4,405
2,978
807
Rental Revenue
The increase in rental revenue in 2017 compared to 2016 is primarily attributable to:
The 287 properties (7.2 million square feet) we acquired in 2017, which generated $35.8 million of rent in
2017;
The 475 properties (7.6 million square feet) we acquired in 2016, which generated $114.4 million of rent
in 2017, compared to $39.7 million in 2016, an increase of $74.7 million;
Same store rents generated on 4,254 properties (71.1 million square feet) during 2017 and 2016,
increased by $9.8 million, or 1.0%, to $973.1 million from $963.3 million; partially offset by
A net decrease in straight-line rent and other non-cash adjustments to rent of $3.0 million in 2017 as
compared to 2016; and
A net decrease of $7.2 million relating to properties sold in 2017 and during 2016; and
A net decrease of $1.3 million relating to the aggregate of (i) rental revenue from properties (147 properties
comprising 2.9 million square feet) that were available for lease during part of 2017 or 2016, (ii) rental
revenue for 9 properties under development, and (iii) lease termination settlements. In aggregate, the
revenues for these items totaled $26.6 million in 2017, compared to $28.0 million in 2016.
The increase in rental revenue in 2016 compared to 2015 is primarily attributable to:
The 475 properties (7.6 million square feet) we acquired in 2016, which generated $39.7 million of rent in
2016;
The 254 properties (5.6 million square feet) we acquired in 2015, which generated $80.3 million of rent in
2016, compared to $41.9 million in 2015, an increase of $38.4 million;
Same store rents generated on 4,045 properties (66.5 million square feet) during 2016 and 2015,
increased by $10.15 million, or 1.2%, to $888.51 million from $878.36 million; and
A net increase in straight-line rent and other non-cash adjustments to rent of $959,000 in 2016 as
compared to 2015; partially offset by
A net decrease of $7.1 million relating to properties sold in 2016 and during 2015; and
A net decrease of $1.6 million relating to the aggregate of (i) rental revenue from properties (131
properties comprising 1.5 million square feet) that were available for lease during part of 2016 or 2015,
(ii) rental revenue for 24 properties under development, and (iii) lease termination settlements. In
aggregate, the revenues for these items totaled $33.3 million in 2016, compared to $34.9 million in 2015.
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, or (iii) were involved in eminent
74
domain and rent was reduced. Each of the exclusions from the same store pool are separately addressed within
the applicable sentences above, explaining the changes in rental revenue for the period.
Of the 5,172 properties in the portfolio at December 31, 2017, 5,144, or 99.5%, are single-tenant properties and
the remaining are multi-tenant properties. Of the 5,144 single-tenant properties, 5,062, 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 9.5 years at December 31, 2017. Of our 5,062 leased single-tenant properties, 4,468 or 88.3%
were under leases that provide for increases in rents through:
Base rent increases tied to a consumer price index (typically subject to ceilings);
Percentage rent based on a percentage of the tenants' gross sales;
Fixed increases; or
A combination of two or more of the above rent provisions.
Percentage rent, which is included in rental revenue, was $6.1 million in 2017, $5.3 million in 2016, and
$4.5 million in 2015. Percentage rent in 2017 was less than 1% of rental revenue and we anticipate percentage
rent to be less than 1% of rental revenue in 2018.
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, 2017, our portfolio of 5,172 properties was 98.4% leased with 83 properties available for lease,
as compared to 98.3% leased, with 84 properties available for lease at December 31, 2016. It has been our
experience that approximately 1% to 4% of our property portfolio will be unleased at any given time; however, it
is possible that the number of properties available for lease could exceed these levels in the future.
Tenant Reimbursements
A number of our leases provide for contractually obligated reimbursements from tenants for recoverable real
estate taxes and operating expenses. The increase in tenant reimbursements in the years presented is primarily
due to our increase in acquisitions.
Other Revenue
The decrease in other revenue in 2016 compared to 2015 was primarily attributed to a large amount of proceeds
received related to condemnations in 2015.
Total Expenses
The following summarizes our total expenses (dollars in thousands):
EXPENSES
2017
2016
2015
Change in Dollars
2017
versus
2016
2016
versus
2015
$
Depreciation and amortization
Interest
General and administrative
Property (excluding reimbursable)
Property - reimbursable
Income taxes
Provisions for impairment
498,788 $
247,413
58,446
23,398
46,082
6,044
14,751
449,943 $
219,974
51,966
19,761
43,104
3,262
20,664
409,215 $
233,079
49,298
13,337
42,015
3,169
10,560
48,845 $
27,439
6,480
3,637
2,978
2,782
(5,913)
40,728
(13,105)
2,668
6,424
1,089
93
10,104
Total expenses
$
894,922 $
808,674 $
760,673 $
86,248 $
48,001
(1) Excludes tenant reimbursements revenue.
75
Depreciation and Amortization
The increase in depreciation and amortization in 2017 and 2016 was primarily due to the acquisition of properties
in 2016 and 2017, which was partially offset by property sales in those same periods. 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 loans, notes, mortgages
and interest rate swaps
Credit facility commitment fees
Amortization of credit facility origination costs and
deferred financing costs
(Gain) loss on interest rate swaps
Dividend on preferred shares subject to redemption
Amortization of net mortgage premiums
Capital lease obligation
Interest capitalized
2017
2016
2015
$
237,165
2,999
$
213,540
3,050
$
226,207
2,854
8,859
(3,250 )
2,257
(466 )
310
(461 )
8,596
(1,639)
-
(3,414)
310
(469)
8,741
3,043
-
(7,482)
310
(594)
Interest expense
$
247,413
$
219,974
$
233,079
Credit facility, term loans, mortgages and notes
Average outstanding balances (dollars in thousands)
Average interest rates
$
5,877,862
3.99%
$
5,081,663
$
5,030,532
4.11%
4.43 %
The increase in interest expense from 2016 to 2017 is primarily due to the March 2017 issuance of our 2047 notes
and further issuance of our 2026 notes and, to a lesser extent, the December 2017 issuance of our 2028 notes
and further issuance of our 2022 notes and 2047 notes. This increase was partially offset by lower outstanding
debt balances on mortgages payable as a result of the payoff of mortgages in 2016 and 2017.
The decrease in interest expense from 2015 to 2016 was primarily due to lower outstanding debt balances on our
notes payable and mortgages payable, resulting from the payoff of $150.0 million of our 2015 Notes during
November 2015 and $275.0 million of our 2016 notes during September 2016, as well as the payoff of mortgages
throughout 2015 and 2016. This decrease was slightly offset by an increase in interest expense related to the
issuance of a $600.0 million note in October 2016.
Additionally, each quarter we adjust the carrying value of our interest rate swaps to fair value. Changes in the fair
value of our interest rate swaps are recorded directly to interest expense.
At December 31, 2017, the weighted average interest rate on our:
Credit facility outstanding borrowings of $110.0 million was 4.5%;
Term loans outstanding of $445.9 million (excluding deferred financing costs of $580,000) was 2.2%;
Mortgages payable of $320.3 million (excluding net premiums totaling $5.9 million and deferred financing
costs of $236,000 on these mortgages) was 5.0%;
Notes and bonds payable of $5.25 billion (excluding unamortized net original issuance premiums of
$14.3 million and deferred financing costs of $34.1 million) was 3.9%; and
Combined outstanding notes, bonds, mortgages, term loan and credit facility borrowings of $6.13 billion
was 3.9%.
General and Administrative Expenses
General and administrative expenses increased during 2017 and 2016 primarily due to higher compensation costs
and higher headcount. In January 2018, we had 152 employees, as compared to 146 employees in January 2017
and 132 employees in January 2016. General and administrative expense as a percentage of total revenue have
remained relatively consistent during the years ended December 31, 2017, 2016, and 2015 at 5.0%, 4.9%, and
5.0%, respectively.
76
Property Expenses (Excluding Reimbursable)
Property expenses consist of costs associated with unleased properties, non-net-leased properties and general
portfolio expenses, as well as contractually obligated reimbursable costs 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, 2017, 83 properties were available for lease, as compared to 84 at December
31, 2016 and 71 at December 31, 2015. We also incurred higher gross property expenses as a result of property
taxes and bad debt expense on vacant properties. Property expenses as a percentage of total revenue have
remained relatively consistent during the years ended December 31, 2017, 2016, and 2015 at 2.0%, 1.9%, and
1.4%, respectively.
Property Expenses - Reimbursable
The increase in gross property expenses in both 2017 and 2016 was primarily attributable to the increased
portfolio size, which contributed to higher contractually obligated reimbursements primarily due to our acquisitions
in each year.
Income Taxes
Income taxes are for city and state income and franchise taxes paid by us and our subsidiaries. The increase from
2016 to 2017 is primarily due to increased activity in our taxable REIT subsidiary.
Provisions for Impairment
In 2017, we recorded total provisions for impairment of $14.8 million on three properties classified as held for sale,
five properties classified as held for investment, and 18 sold properties. In 2016, we recorded total provisions for
impairment of $20.7 million on four properties classified as held for investment and 35 sold properties. In 2015,
we recorded total provisions for impairment of $10.6 million on two properties classified as held for investment,
12 sold properties, and one property disposed of other than by sale.
Gain on Sales of Real Estate
During 2017, we sold 59 properties for $167.0 million, which resulted in a gain of $40.9 million.
During 2016, we sold 77 properties for $90.5 million, which resulted in a gain of $22.0 million. Additionally, during
2016 we sold our former corporate headquarters building for $8.6 million.
During 2015, we sold 38 properties for $65.8 million, which resulted in a gain of $22.2 million.
At December 31, 2017, we classified real estate with a carrying amount of $6.7 million as held for sale on our
balance sheet. In 2018, we intend to continue our active disposition efforts to further enhance our real estate
portfolio and anticipate $75 to $100 million in yet to be identified property sales for all of 2018. 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.
Loss on Extinguishment of Debt
In December 2017, we completed the early redemption on all $550.0 million of outstanding 6.75% notes due
August 2019, plus accrued and unpaid interest. As a result of the early redemption, we recognized a $42.4
million loss on extinguishment of debt, which represents $0.15 on a diluted per common share basis.
Preferred Stock Dividends
Preferred stock dividends totaled $3.9 million in 2017. Additionally, in April 2017, we paid a final dividend on our
Class F preferred stock of $1.7 million, which was recorded to interest expense. Preferred stock dividends totaled
$27.1 million in 2016 and 2015.
Excess of Redemption Value over Carrying Value of Preferred Shares Redeemed
When we issued the irrevocable notice of redemption on our Class F preferred stock in March 2017, we incurred
a non-cash charge of $13.4 million for the excess of redemption value over the carrying value. The non-cash
charge represents the Class F preferred stock original issuance cost that was paid in 2012.
77
Net Income Available to Common Stockholders
Net income available to common stockholders was $301.5 million in 2017, compared to $288.5 million in 2016,
an increase of $13.0 million. On a diluted per common share basis, net income was $1.10 in 2017, as compared
to $1.13 in 2016, a decrease of $0.03, or 2.7%. Net income available to common stockholders was $256.7 million
in 2015, or $1.09 on a diluted per common share basis. Net income was impacted by a loss of $42.4 million, or
$0.15 per share, loss on extinguishment of debt upon the early redemption on all $550.0 million of our outstanding
6.75% notes due August 2019 during December 2017. Net income was also impacted by a non-cash charge of
$13.4 million, or $0.05 per share, for the redemption of the 6.625% Monthly Income Class F Preferred Stock that
was redeemed in April 2017. This charge is based on the excess of redemption value over the carrying value of
the 6.625% Monthly Income Class F Preferred Stock that represents the original issuance cost that we paid in
2012.
The calculation to determine net income available to common stockholders includes impairments, gains from the
sale of properties and/or fair value adjustments on our interest rate swaps. These items vary from period to period
based on the timing of property sales and the interest rate environment, and can significantly impact net income
available to common stockholders.
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)
Adjusted EBITDA, a non-GAAP financial measure, means, for the most recent quarter, earnings (net income)
before (i) interest expense, including non-cash loss (gain) on swaps, (ii) income and franchise taxes, (iii)
depreciation and amortization, (iv) impairment losses, and (v) gain on sales of real estate. Our Adjusted EBITDA
may not be comparable to Adjusted EBITDA reported by other companies that interpret the definitions of Adjusted
EBITDA differently than we do. Management believes Adjusted EBITDA to be a meaningful measure of a REIT’s
performance because it is widely followed by industry analysts, lenders and investors. Management also believes
the use of an annualized quarterly Adjusted EBITDA metric is meaningful because it represents the company’s
current earnings run rate for the period presented. The ratio of our total debt to our annualized quarterly Adjusted
EBITDA is also used to determine vesting of performance share awards granted to our executive officers. Adjusted
EBITDA should be considered along with, but not as an alternative to net income as a measure of our operating
performance. Our ratio of debt to Adjusted EBITDA, which is used by management as a measure of leverage, is
calculated by annualizing quarterly Adjusted EBITDA and then dividing by our total debt per the consolidated
balance sheet.
Dollars in thousands
Net income
Interest (1)
Income taxes
Depreciation and amortization
Impairment loss
Gain on sales of real estate
Quarterly Adjusted EBITDA
Annualized Adjusted EBITDA (2)
Total Debt
Debt/Adjusted EBITDA
$
$
2017
$
60,952
103,903
3,424
127,033
6,679
(23,208)
278,783 $
2016
92,724
48,935
449
117,752
3,709
(6,696)
256,873
$
$
2015
83,111
51,982
721
105,739
1,378
(5,126)
237,805
$
1,115,132
$ 6,111,471
5.5
$
1,027,492
$ 5,839,605
5.7
$
951,220
$ 4,820,995
5.1
(1) Interest expense includes a loss on extinguishment of debt of $42.4 million for the year ended December 31, 2017.
(2) We calculate Annualized Adjusted EBITDA by multiplying the Quarterly Adjusted EBITDA by four.
78
FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (FFO)
In 2017, our FFO increased by $37.3 million, or 5.1%, to $772.7 million, as compared to $735.4 million in 2016.
On a diluted per common share basis, FFO was $2.82 in 2017, as compared to $2.88 in 2016, a decrease of
$0.06, or 2.1%. In 2015, FFO was $652.4 million, or $2.77 on a diluted per common share basis. Our FFO in
2017 was impacted by a loss of $42.4 million, or $0.15 per share, on extinguishment of debt upon the early
redemption on all $550.0 million of our outstanding 6.75% notes due August 2019 during December 2017. FFO
was also impacted by a non-cash redemption charge of $13.4 million, or $0.05 per share, upon the redemption of
the 6.625% Monthly Income Class F Preferred Stock that was redeemed in April 2017. This charge is based on
the excess of redemption value over the carrying value of the 6.625% Monthly Income Class F Preferred Stock
that represents the original issuance cost that we paid in 2012. FFO for 2017 also includes the early redemption
on all $550.0 million of our outstanding 6.75% notes due August 15, 2019, plus accrued and unpaid interest.
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):
Net income available to common stockholders
Depreciation and amortization
Depreciation of furniture, fixtures and equipment
Provisions for impairment on investment properties
Gain on sales of investment properties
FFO adjustments allocable to noncontrolling interests
FFO available to common stockholders
FFO allocable to dilutive noncontrolling interests
Diluted FFO(1)
$
2017
301,514
498,788
$
(557)
2016
288,491
449,943
(747)
14,751
(40,898)
(933)
772,665
20,664
(21,979)
(977)
735,395 $
1,435
$ 773,542 $ 736,830
877
$
$
$
2015
256,686
409,215
(811)
10,560
(22,243)
(970)
652,437
-
$ 652,437
FFO per common share:
Basic
Diluted
$
$
2.83
2.82
Distributions paid to common stockholders
$
689,294
FFO available to common stockholders in
excess of distributions paid to common stockholders
$
83,371
$
$
$
$
2.88
2.88
610,516
124,879
$
$
$
$
2.77
2.77
533,238
119,199
Weighted average number of common shares
used for computation per share:
Basic
Diluted (1)
273,465,680
273,936,752
255,066,500
255,822,679
235,767,932
235,891,368
(1) Diluted FFO for 2017 and 2016 includes FFO allocable to dilutive noncontrolling interests. Noncontrolling interests were
anti-dilutive for 2015.
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, and reduced by gains on property sales.
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.
79
ADJUSTED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (AFFO)
In 2017, our AFFO increased by $102.2 million, or 13.9%, to $838.6 million, as compared to $736.4 million in
2016. On a diluted per common share basis, AFFO was $3.06 in 2017, as compared to $2.88 in 2016, an increase
of $0.18, or 6.3%. In 2015, AFFO was $647.0 million, or $2.74 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
Loss (gain) on extinguishment of debt
Excess of redemption value over carrying value
of Class F preferred share redemption
Amortization of share-based compensation
Amortization of deferred financing costs (2)
Amortization of net mortgage premiums
(Gain) loss on interest rate swaps
Leasing costs and commissions
Recurring capital expenditures
Straight-line rent
Amortization of above and below-market leases
Other adjustments (3)
Total AFFO available to common stockholders
AFFO allocable to dilutive noncontrolling interests
Diluted AFFO(4)
$
$
2017
301,514
471,151
772,665
42,426
$
2016
288,491
446,904
735,395
-
13,373
13,946
5,326
(466)
(3,250)
(1,575)
(912)
(17,191)
14,013
283
-
12,007
5,352
(3,414)
(1,639)
(797)
(679)
(19,451)
9,297
303
2015
256,686
395,751
652,437
(504)
-
10,391
5,294
(6,978)
3,043
(748)
(7,606)
(16,468)
7,861
306
$
838,638
1,178
$
736,374
1,455
$
647,028
-
$ 839,816
$ 737,829
$ 647,028
AFFO per common share
Basic
Diluted
$
$
3.07
3.06
Distributions paid to common stockholders
$
689,294
$
$
$
2.89
2.88
610,516
AFFO available to common stockholders
in excess of distributions paid to common stockholders
$
149,344
$
125,858
$
$
$
$
2.74
2.74
533,238
113,790
Weighted average number of common shares
used for computation per share:
Basic
Diluted
273,465,680
274,024,934
255,066,500
255,822,679
235,767,932
235,891,368
(1) See reconciling items for FFO presented under "Funds from Operations Available to Common Stockholders (FFO)."
(2)
Includes the amortization of costs incurred and capitalized upon issuance of our notes payable, assumption of our
mortgages payable and upon issuance of our term loans. The deferred financing costs are being amortized over the
lives of the respective mortgages and term loans. 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.
(3)
(4) Diluted AFFO for 2017 and 2016 includes FFO allocable to dilutive noncontrolling interests. Noncontrolling interests
were anti-dilutive for 2015.
80
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, our ability to make cash distributions, or 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.
Moreover, our use of net lease agreements tends to reduce our exposure to rising property expenses due to
inflation because the tenant is responsible for property expenses. 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 loans, 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 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.
81
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, 2017. 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
2018
2019
2020
2021
2022
Thereafter
$
Fixed rate
debt
491.2
4.5
82.2
310.1
1,059.7
3,718.6
Totals (1)
$ 5,666.3
Fair Value (2)
$ 5,905.2
Weighted average rate
on fixed rate debt
1.99%
5.59
4.99
5.72
3.43
4.16
3.93%
Weighted average rate
$
Variable rate debt
76.6
126.2
250.2
6.9
on variable rate debt
2.80 %
4.90
3.11
4.60
- -
- -
$
$
459.9
460.2
3.57 %
(1) Excludes net premiums recorded on mortgages payable, net original issuance premiums recorded on notes payable and
deferred financing costs on mortgages payable, notes payable, and term loans. At December 31, 2017, the unamortized
balance of net premiums on mortgages payable is $5.9 million, the unamortized balance of net original issuance premiums
on notes payable is $14.3 million, and the balance of deferred financing costs on mortgages payable is $236,000, on notes
payable is $34.1 million, and on term loans is $580,000.
(2) We base the estimated fair value of the fixed rate senior notes and bonds at December 31, 2017 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, 2017 on the relevant forward interest rate curve, plus an applicable credit-
adjusted spread. We believe that the carrying value of the credit facility balance and term loans balance reasonably
approximate their estimated fair values at December 31, 2017.
The table incorporates only those exposures that exist as of December 31, 2017. 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 three
mortgages with principal balances totaling $29.9 million at December 31, 2017 have fixed interest rates. After
factoring in arrangements that limit our exposure to interest rate risk and effectively fix our per annum interest
rates, our mortgage debt subject to variable rates totals $22.4 million at December 31, 2017. Interest on our credit
facility and term loan balances is variable. However, the variable interest rate feature on our term loans has been
mitigated by interest rate swap agreements. Based on our credit facility balance of $110.0 million at
December 31, 2017, a 1% change in interest rates would change our interest rate costs by $1.1 million per year.
82
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, cash equivalents
and restricted cash
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
2017
2016
2015
2014
$ 14,058,166 $ 13,152,871 $ 11,845,379 $ 10,989,349 $
6,898
6,111,471
6,667,458
7,390,708
875,850
9,420
5,839,605
6,365,818
6,787,053
799,863
40,294
4,820,995
5,292,046
6,553,333
693,567
3,852
4,907,673
5,348,249
5,641,099
617,768
(3,539)
1,215,768
319,318
-
319,318
(3,911)
(34,652)
1,103,172
316,477
-
316,477
(27,080)
4,152
1,023,285
284,855
-
284,855
(27,080 )
(13,373)
301,514
689,294
1.10
2.527000
2.537000
-
288,491
610,516
1.13
2.391500
2.403000
-
256,686
533,238
1.09
2.271417
2.279000
20,211
933,505
269,140
2,800
271,940
(37,062 )
(6,015 )
227,558
479,256
1.04
2.191625
2.192875
2013
9,903,118
10,257
4,145,517
4,481,760
5,421,358
522,656
18,917
780,209
180,613
65,670
246,283
(41,930)
-
203,634
409,222
1.06
2.147459
2.177875
shares outstanding
273,465,680
255,066,500
235,767,932
218,390,885
191,754,857
Diluted weighted average number of common
shares outstanding
273,936,752
255,624,250
236,208,390
218,767,885
191,781,622
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.
83
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, 2017, 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 22, 2018 by,
John P. Case, Chief Executive Officer
Paul M. Meurer, Executive Vice President, Chief Financial Officer, and Treasurer
Changes in Internal Controls
There were no changes to our internal control over financial reporting that occurred during the quarter ended
December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting. As of December 31, 2017, there were no material weaknesses in our internal controls,
and therefore, no corrective actions were taken.
84
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 2017, 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, 2017, 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.
REALTY INCOME CORPORATION AND SUBSIDIARIES
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
A. 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.
2017
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Total
2016
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Total
Price Per Share
of Common Stock
High
Low
63.60
62.31
60.02
58.22
62.89
69.36
72.30
66.75
$
$
56.92
52.86
53.35
53.02
50.47
58.30
63.33
52.72
$
$
Distributions
Declared (1)
$
0.6320
0.6335
0.6350
0.6365
$
2.5370
$
0.5960
0.5975
0.6030
0.6065
$
2.4030
(1) Common stock cash distributions are declared monthly by us based on financial results for the prior months. At
December 31, 2017, a distribution of $0.2125 per common share had been declared and was paid in January 2018.
B. There were 9,862 registered holders of record of our common stock as of December 31, 2017. We estimate
that our total number of stockholders is over 440,000 when we include both registered and beneficial holders of
our common stock.
85
C. During the fourth quarter of 2017, the following shares of stock 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:
60 shares of stock, at a weighted average price of $57.18, in October 2017;
10,993 shares of stock, at a weighted average price of $56.25, in November 2017; and
244 shares of stock, at a weighted average price of $55.56, in December 2017.
Total Return Performance
Realty Income Corporation
Russell 2000
S&P 500
Realty Income Peer Group Index*
220
200
180
160
140
120
100
l
e
u
a
V
x
e
d
n
I
80
12/31/12
12/31/13
12/31/14
12/31/15
12/31/16
12/31/17
Period Ending
Index
Realty Income Corporation
Russell 2000
S&P 500
Realty Income Peer Group index*
12/31/12 12/31/13 12/31/14 12/31/15
148.80
139.19
152.59
133.29
131.23
145.62
150.51
134.16
100.00
100.00
100.00
100.00
97.68
138.82
132.39
99.01
12/31/16 12/31/17
178.62
193.58
208.14
138.74
172.28
168.85
170.84
139.16
* Realty Income Peer Group index consists of 18 companies with an implied market capitalization between $3.9 billion and
$35.5 billion as of December 31, 2017.
86
COMPANY INFORMATION
EXECUTIVE OFFICERS
ADDITIONAL OFFICERS
PATTERN OF POSITIVE RESULTS
COMPOUND AVERAGE ANNUAL TOTAL SHAREHOLDER
RETURN SINCE 1994 NYSE LISTING
REALTY INCOME
DOW JONES INDUSTRIAL AVERAGE
EQUITY REIT INDEX
NASDAQ COMPOSITE
S&P 500
10.8%
10.8%
9.9%
9.9%
16.3%
Top row left to right: Sumit Roy, John Case, Paul Meurer | Bottom row left to right: Michael Pfeiffer,
Neil Abraham, Benjamin Fox
John P. Case
Chief Executive Officer
Sumit Roy
President and Chief Operating
Officer
Paul M. Meurer
Executive Vice President,
Chief Financial Officer
and Treasurer
Michael R. Pfeiffer
Executive Vice President,
General Counsel and
Secretary
Neil Abraham
Executive Vice President,
Chief Investment Officer
Benjamin N. Fox
Executive Vice President,
Portfolio and Asset
Management
SUPPORTED BY COMPOUND AVERAGE ANNUAL
DIVIDEND GROWTH OF 4.6%
ANNUALIZED DIVIDENDS AND DIVIDEND INCREASES(1)
$2.55
DIRECTORS
$0.90
94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11
12 13 14 15 16 17
(1) Annualized dividend amount reflects the December declared dividend rate per share multiplied by 12
94
DIVIDEND
INCREASES
TABLE OF CONTENTS
HISTORICAL FINANCIAL PERFORMANCE 2
LETTER TO SHAREHOLDERS 4
WELL-DESIGNED PORTFOLIO 12
DISCIPLINED INVESTMENT PROCESS 14
CONSERVATIVE CAPITAL STRUCTURE 15
DESIGNED FOR MONTHLY DIVIDENDS 16
CORPORATE RESPONSIBILITY 17
2017 FORM 10-K 18
COMPANY INFORMATION 87
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
Non-Executive Chairman,
Principal, The Contrarian
Group
John P. Case
Chief Executive Officer
Kathleen R. Allen, Ph.D.
Founding Director,
Center for Technology
Commercialization,
University of Southern
California
A. Larry Chapman
Retired, Executive
Vice President,
Head of Commercial Real
Estate, Wells Fargo Bank
Transfer Agent
EQ Shareowner Services
1110 Centre Point Curve Suite 101
Mendota Heights, MN 55120
Priya Cherian Huskins
Partner, Woodruff-Sawyer & Co.
Gregory T. McLaughlin
President, PGA TOUR Champions
Ronald L. Merriman
Retired Vice Chair, KPMG LLP
Stephen E. Sterrett
Retired, Senior Executive
Vice President,
Chief Financial Officer,
Simon Property Group, Inc.
Independent Registered
Public Accounting Firm
KPMG LLP
San Diego, CA
For shareholder administration and account
information please visit EQ Shareowner Services’
website at www.shareowneronline.com or
call toll-free at 1-877-218-2434.
For Additional Corporate Information
Visit the Realty Income corporate
website at www.realtyincome.com
Janeen S. Bedard
Senior Vice President,
Administration &
Communications
Robert J. Israel
Senior Vice President,
Research
Shannon C. Jensen
Senior Vice President,
Associate General Counsel
and Assistant Secretary
Dawn Nguyen
Senior Vice President,
Portfolio Management
Sean P. Nugent
Senior Vice President,
Controller
Joel Tomlinson
Senior Vice President,
Acquisitions
Cary J. Wenthur
Senior Vice President,
Acquisitions
Stephen D. Burchett
Vice President,
Senior Legal Counsel
Kyle B. Campbell
Vice President,
Senior Legal Counsel,
Risk Management
Elizabeth Cate
Vice President,
Portfolio Management
T.J. Chun
Vice President,
Investments & Head
of Asset Management
Jill M. Cossaboom
Vice President,
Assistant Controller,
Systems
Ross Edwards
Vice President,
Portfolio Management
Kristin K. Ferrell
Vice President,
Head of Lease Administration
Shannon Kehle
Vice President,
Human Resources
Scott A. Kohnen
Vice President,
Research
April Little
Vice President,
Acquisitions
Jenette S. O’Brien
Vice President,
Asset Management
Jonathan Pong
Vice President,
Head of Capital Markets
and Investor Relations
Lori Satterfield
Vice President,
Associate General Counsel,
Portfolio Management
Clint Schmucker
Vice President,
Information Technology
Ashley N. Wells
Vice President,
Research
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
R E A LT Y I N C O M E 2 0 1 7 A N N U A L R E P O R T 8 7
R
E
A
L
T
Y
I
N
C
O
M
E
2
0
1
7
A
N
N
U
A
L
R
E
P
O
R
T
CONSISTENCY BY DESIGN
1 1 9 9 5 E L C A M I N O R E A L
S A N D I E G O , C A 9 2 1 3 0
w w w. r e a l t y i n c o m e . c o m
T
R
O
P
E
R
L
A
U
N
N
A
7
1
0
2