T H O U G H T F U L G R O W T H
R E A L T Y I N C O M E
2 0 2 3 A N N U A L R E P O R T
2023 Performance Highlights (1) (2)
2.0%
AFFO
Per Share
Growth
$9.5
Billion in
Investments
2.8%
Dividend
Per Share
Growth
$4.08
Billion
Total Revenue
$872
Million Net Income
Available to Common
Stockholders
Compound Average
Annual Shareholder Return
Since 1994 NYSE Listing(3)
As of 12/31/2023
13.9%
REALTY INCOME CORPORATION
DOW JONES INDUSTRIAL AVERAGE
S&P 500
NASDAQ COMPOSITE
EQUITY REIT INDEX
10.3%
10.0%
10.2%
9.6%
2023 Performance Highlights
Since 1994 NYSE Listing
$12.8
Billion of
Dividends
Paid
4.3%
Compound
Annual Dividend
Growth Rate
13.9%
Compound
Annual Total
Return
242%
Dividend
Growth
All data included in the 2023 Annual Report is as of December 31, 2023, unless specified otherwise.
Realty Income is not affiliated or associated with, is not endorsed by, does not endorse, and is not
sponsored by or a sponsor of the clients or of their products or services pictured or mentioned.
The names, logos and all related product and service names, design marks and slogans
are the trademarks or service marks of their respective companies.
(1) The definition of AFFO, AFFO per share, and a reconciliation of net income available to stockholders can be found in our 2023 Form 10-K.
(2) All per share amounts presented in this letter are on a diluted per common share basis unless stated otherwise. (3) Total shareholder return includes price
appreciation and the reinvestment of dividends. Dividends are assumed to be reinvested at the closing price of the security on the ex-date of the dividend.
Dear Fellow Stockholders,
Since Realty Income’s founding in 1969, we have remained
“Our deliberate focus
steadfast in our mission to provide our stockholders with
dependable monthly dividends that increase over time.
Our deeply ingrained ethos to pursue thoughtful growth
on the enduring nature of
the real estate we acquire,
is the North Star which will continue to guide our expansion
the quality of the clients
efforts. Our portfolio has grown significantly over the
past 55 years, and it now includes assets in eight
with whom we partner,
different countries and several different property types
and the resiliency of
our own balance sheet,
together form the bedrock
of our platform.”
Sumit Roy
President & Chief Executive Officer
that complement our core retail properties which have
proven to be reliable cash flow vehicles.
Our deliberate focus on the enduring nature of the real
estate we acquire, the quality of the clients with whom
we partner, and the resiliency of our own balance sheet,
together form the bedrock of our platform. As we evolve,
the composition of our portfolio may evolve as well, and
we believe every incremental investment adds further fuel
to grow the dividend and diversification to strengthen the
stability of our underlying cash flows. As we continue on
this journey with our valued stakeholders, it is important
to reiterate that our ultimate mission remains constant.
In last year’s annual letter to stockholders, I outlined our
expectations for the twelve months ahead. With uncertainties
surrounding inflation, interest rates, and geopolitics at play,
the company had many considerations to contend with.
To thrive in spite of these uncertainties, we committed to
continue cultivating our investment pipeline for future growth,
maintain balance sheet flexibility, preserve and enhance the
quality of our diversified portfolio, and find new ways to create
operational value for our stakeholders. I’m pleased to share
that we delivered on each of these commitments in 2023.
2023 created hurdles and opportunities that affirmed the
strength and stability of our model. By design, this company
was built to thrive in a variety of economic environments,
and I am proud of the results we have delivered.
2023 Accomplishments
In 2023, we announced the merger with Spirit Realty Capital, Inc., a publicly traded net lease
REIT, in an all-stock transaction worth approximately $9.3 billion. We expect the merger, which
closed in January, to be immediately accretive to AFFO per share on a leverage-neutral basis.
The merger further enhanced our competitive advantages of size, scale, diversification, and
access to capital. We believe size and scale is an asset, affording us the ability to deepen our client
relationships and increase our access to rich historical data that we leverage with our proprietary
predictive analytic tools. Additionally, the merger resulted in a decrease in concentration to
18 of our top 20 clients, increasing our portfolio’s diversification(4). Following the merger,
Realty Income became the fourth largest REIT(5) in the S&P 500, based on enterprise value(4).
The power of our scale is exemplified in our recent entry into the data center vertical. In November,
we announced a $200 million investment in a development joint venture with Digital Realty Trust,
Inc. (NYSE: DLR), which could increase to over $600 million over time(6). As the largest provider
of cloud- and carrier-neutral data centers globally, Digital Realty is a natural partner for us.
The new, state-of-the-art assets, located in Northern Virginia, the largest data center market in
the world, are leased to an S&P 100, investment grade-rated client. Rapid growth of artificial
intelligence and cloud-computing technology has created an increasing demand for data centers
and there is currently a scarcity of necessary capital to fund these supply requirements.
In 2023, we also completed a $1.5 billion sale-leaseback of approximately 400 convenience store
properties with EG Group, a $950 million investment in the Bellagio Las Vegas in partnership
with Blackstone Real Estate Income Trust, and a €527 million sale-leaseback transaction of
82 Decathlon retail properties in Germany, France, Spain, Italy, and Portugal. These large-scale,
single-client transactions illustrate our ability to source accretive transactions globally, which
we believe is unique within our peer group. Our success closing these transactions is driven
by our intentionality in curating strong relationships with our clients, our access to deep
and diverse capital sources, the inherent diversification of our existing portfolio, and the
capabilities of our team.
The performance of our portfolio illustrates the stability of our platform, the quality of our
real estate, and our differentiated asset management capabilities that have been developed and
refined over decades. In the fourth quarter of 2023, our portfolio maintained a high occupancy
of 98.6%, a recapture rate of approximately 103.6% on re-leases and same-store revenue growth of
2.6%(7). We believe these results are a testament to the company’s differentiated asset management
capabilities that are supported by deep client relationships and analytic insights.
(4) At the time of the merger’s announcement, October 30, 2023. (5) Includes equity REITs listed in the RMZ; on a combined basis. Excludes tower
and timber REITs. (6) Total potential investment reflects Realty Income’s 80% equity interest in the development. (7) Reported leasing activity excludes
restructurings associated with Cineworld bankruptcy. Including Cineworld restructured leases that resulted in lease extensions, the recapture rate is 94.1%.
We delivered on these accomplishments while maintaining an industry leading balance sheet,
ending the year with a fixed charge coverage ratio of 4.7x, Net Debt-to-Annualized Pro Forma
Adjusted EBITDAre of 5.5x, and liquidity of $4.1 billion(8). In 2023, we successfully completed a
debut Euro bond offering through a €1.1 billion issuance in July, further expanding the breadth
of our access to capital. Because our growth path for 2024 is largely established through the
Spirit transaction, we are well positioned to be a highly selective consolidator of net lease
properties, irrespective of the capital markets environment.
To close 2023, we declared our 642nd consecutive common stock monthly dividend. We
increased the dividend five times during the year and ended 2023 with an annualized dividend
amount of $3.078 per share. We have paid more than $12 billion in dividends since our founding
55 years ago. As The Monthly Dividend Company®, we are committed to upholding the legacy
of dependable monthly dividends that increase over time.
The Year Ahead
Because of our discerning acquisition strategy, the strength of our existing portfolio, our
widening aperture of expansion opportunities, and our disciplined capital allocation approach,
we are well positioned for a year of thoughtful and deliberate growth in 2024. The merger with
Spirit is expected to contribute over 2.5% accretion to AFFO per share on an annualized basis,
and despite some anticipated debt refinancing headwinds, we expect that our core underlying
business is positioned to deliver additional growth largely through the deployment of free cash
flow generated from our portfolio. In addition, we began the year with significant financial
flexibility. Giving effect to our early January capital raising activity and repayment of debt
maturities, we embarked on our 2024 journey with over $4.0 billion of liquidity, including
approximately $605 million of unsettled forward equity outstanding.
Our robust access to capital affords us the ability to toggle our capital deployment initiatives
opportunistically as we navigate the investment landscape. Combined with our existing
dividend yield, we believe the total operational return we can offer investors, despite continued
high interest rates, is a testament to our proven ability to generate growth in a variety of
economic environments.
As our business evolves, we are determined to develop leaders who are passionate about our
underlying mission. To that end, we promoted Jonathan Pong, previously the company’s Head of
Corporate Finance, to be our new Chief Financial Officer. Christie Kelly, our previous CFO, began
her retirement at the start of 2024, following a planned succession process. During her tenure,
Christie played a key role in helping the company navigate challenges brought on by the
pandemic, led the VEREIT merger integration and oversaw the financial outcomes of our
international expansion. I am very grateful for Christie’s many contributions to the company.
(8) As of December 31, 2023 and inclusive of $337 million of unsettled forward ATM proceeds.
Jonathan is a proven and impactful leader with a deep understanding of our business and
exceptional financial acumen which he has demonstrated in his over nine years of tenure at
Realty Income. During his tenure, Jonathan oversaw the company’s capital markets, investor
relations, financial planning and analysis and derivatives functions through a period of rapid
change. I’m confident that we will continue to innovate with him in this role.
In February 2024, we announced Jeff A. Jacobson would join Realty Income’s Board of Directors.
Jeff is a retired Global Chief Executive Officer of LaSalle Investment Management. His extensive
leadership experience and relationships in the industry will be a tremendous asset to the company.
Ronald L. Merriman, a member of the board for nearly two decades, announced his intention to
retire in 2024. I am deeply grateful for Ron’s significant contributions to Realty Income’s evolution.
Since our public listing in 1994, our objective has remained consistent: to deliver dependable
monthly dividends that increase over time, supported by cash flow from long-term net lease
agreements. Since 1994, Realty Income has had a compound average annual return of 13.9%,
demonstrating the attractiveness of the risk-adjusted total shareholder returns we have delivered
over time. Furthermore, our dividend has grown by 4.3% during that same time, illustrating the
company’s proven model to provide reliable, growing income for stockholders.
A Tribute to Co-Founder Bill Clark
When Realty Income was founded in 1969 by Bill and Joan Clark, it was predicated on the
philosophy of helping small businesses. What began with an acquisition of a single Taco Bell in
Northridge, CA, has grown into a global S&P 500 company with approximately 15,450 properties(9),
clients in 86 industries, and assets spanning eight countries. As our company has grown in the last
55 years, our One Team mindset and consistent business model have delivered consistency over
a variety of economic cycles. This would not be possible without a clear, distinct, and impactful
mission and culture that resonates throughout the company. We owe this special construct to
the Clarks, and the Realty Income family mourns the recent passing of Bill Clark. Together, the
principles established by Bill and Joan are reflected in our company’s purpose, mission, vision and
values, which revolve around doing the right thing, taking ownership, empowering each other,
celebrating differences and giving more than we take. We will honor Bill’s legacy by always
striving to live these values to build brighter financial futures for all of our stakeholders.
On behalf of Realty Income, I thank you for your loyal support.
Sumit Roy
President & Chief Executive Officer
(9) Including properties acquired in the Spirit merger in January 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2023, or
☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number 1-13374
REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization)
(IRS Employer Identification Number)
Maryland
33-0580106
11995 El Camino Real, San Diego, California 92130
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (858) 284-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $0.01 Par Value
6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 Par Value
1.125% Notes due 2027
1.875% Notes due 2027
1.625% Notes due 2030
4.875% Notes due 2030
5.750% Notes due 2031
1.750% Notes due 2033
5.125% Notes due 2034
6.000% Notes due 2039
2.500% Notes due 2042
Trading
Symbol(s)
Name of Each Exchange On
Which Registered
O
O PR
O27A
O27B
O30
O30A
O31A
O33A
O34
O39
O42
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,"
“accelerated filer,” "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated
filer
☒
Accelerated filer ☐
Non-accelerated
filer
☐
Smaller reporting
company
☐
Emerging growth
company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment
of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act
(15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant's executive officers during the relevant recovery
period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
At June 30, 2023, the aggregate market value of the Registrant’s shares of common stock, $0.01 par value, held by
non-affiliates of the Registrant was $42.3 billion based upon the last reported sale price of $59.79 per share on the
New York Stock Exchange on June 30, 2023, the last business day of the Registrant’s most recently completed
second fiscal quarter. The determination of affiliate status for purposes of this calculation is not necessarily a
conclusive determination for other purposes.
There were 861,123,757 shares of common stock outstanding as of February 15, 2024.
DOCUMENTS INCORPORATED BY REFERENCE
Part III, Items 10, 11, 12, 13, and 14 incorporate by reference certain specific portions of the definitive Proxy
Statement for Realty Income Corporation’s Annual Meeting expected to be held on May 17, 2024, to be filed
pursuant to Regulation 14A. Only those portions of the proxy statement which are specifically incorporated by
reference herein shall constitute a part of this annual report.
REALTY INCOME CORPORATION
Index to Form 10-K
December 31, 2023
PART I
Page
Item 1:
Business
Item 1A: Risk Factors
Item 1B: Unresolved Staff Comments
Item 1C: Cybersecurity
Item 2:
Properties
Item 3:
Legal Proceedings
Item 4:
Mine Safety Disclosures
PART II
Item 5:
Item 6:
Item 7:
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Reserved
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Item 8:
Financial Statements and Supplementary Data
Item 9:
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Item 9A: Controls and Procedures
Item 9B: Other Information
Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
PART IV
Item 10:
Directors, Executive Officers and Corporate Governance
Item 11:
Executive Compensation
Item 12:
Item 13:
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships, Related Transactions and Director Independence
Item 14:
Principal Accounting Fees and Services
Item 15:
Exhibits and Financial Statement Schedules
Item 16:
Form 10-K Summary
SIGNATURES
2
12
26
26
27
27
27
27
28
29
48
50
90
90
91
91
91
91
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98
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1
PART I
Item 1: Business
In this Annual Report on Form 10-K, unless the context otherwise requires, references to “Realty Income,” the
“Company,” “we,” “our” or “us” refer to Realty Income Corporation and our subsidiaries.
THE COMPANY
Realty Income, The Monthly Dividend Company®, is an S&P 500 company and member of the S&P 500 Dividend
Aristocrats® index for having increased its dividend every year for over 25 consecutive years. We invest in people
and places to deliver dependable monthly dividends that increase over time. We are structured as a real estate
investment trust ("REIT"), requiring us to annually distribute at least 90% of our taxable income (excluding net
capital gains) in the form of dividends to our stockholders. The monthly dividends are supported by the cash flow
generated from real estate in which we own or hold interests in under long-term net lease agreements with our
commercial clients.
Realty Income was founded in 1969, and listed on the New York Stock Exchange ("NYSE": O) in 1994. Over the
past 55 years, Realty Income has been acquiring and managing freestanding commercial properties that generate
rental revenue under long-term net lease agreements with our commercial clients. As of December 31, 2023, we
owned or held interests in 13,458 properties located in the United States ("U.S.") and Europe.
On January 23, 2024, we closed on our previously announced merger with Spirit Realty Capital, Inc. ("Spirit",
formerly NYSE: SRC), which is further described in note 21, Subsequent Events, to the consolidated financial
statements. The Spirit portfolio consisted of 2,018 U.S. retail, industrial, and other properties across 49 states. With
assets that are highly complementary to our existing portfolio, this transaction enhances the diversification and
depth our real estate portfolio and will allow us to strengthen our longstanding relationships with existing clients and
curate new ones.
BUSINESS PHILOSOPHY AND STRATEGY
We believe that actively managing a diversified portfolio of commercial properties under long-term, net lease
agreements produces consistent and predictable income. A net lease typically requires the client to be responsible
for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance. In
addition, clients of our properties typically pay rent increases based on: (1) fixed increases, (2) increases tied to
inflation (typically subject to ceilings), or (3) additional rent calculated as a percentage of the clients’ gross sales
above a specified level. We believe that a portfolio of properties under long-term net lease agreements with our
commercial clients 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 client, industry, geography, and 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 and as of December 31, 2023, we owned or held interests in 13,458 properties
located in all 50 U.S. states, Puerto Rico, the United Kingdom ("U.K."), France, Germany, Ireland, Italy, Portugal,
and Spain and doing business in 86 industries.
As we look to continue to expand geographically across Europe, we focus upon building relationships with new
multinational clients that seek a real estate partner with an expanding geographic footprint.
Investment Strategy
We seek to acquire, invest in and develop high-quality real estate that our clients consider important to the
successful operation of their businesses. We generally seek to own or hold interests in commercial real estate that
has some or all of the following characteristics:
•
•
•
•
Properties in markets or locations important to our clients;
Properties with strong demographic attributes or that we deem to be profitable for our clients;
Properties with real estate valuations that approximate replacement costs;
Properties with rental or lease payments that approximate market rents for similar properties;
2
•
•
•
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;
Properties that leverage relationships with clients, sellers, investors, or developers as part of a long-term
strategy; and
Properties that leverage our proprietary insights, including those in locations and geographic markets we
expect to remain strong or strengthen in the future.
We typically seek to invest in properties or portfolios of properties owned or leased by clients that are already or
could become leaders in their respective businesses supported by mechanisms including (but not limited to)
occupancy of prime real estate locations, pricing, merchandise assortment, service, quality, economies of scale,
consumer branding, e-commerce, and advertising. We have an internal team dedicated to sourcing such
opportunities, often using our relationships with various clients, 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, clients, and industries for investment. This research expertise is instrumental to
uncovering investment opportunities in markets where we believe we can add value.
In selecting potential investments, we generally look for clients with the following attributes:
•
•
•
•
Reliable and sustainable cash flow, including demonstrated economic resiliency;
Revenue and cash flow from multiple sources;
Are willing to sign a long-term lease (10 or more years); and
Are large owners and users of real estate.
From a retail perspective, our investment strategy is to target clients that have a service, non-discretionary, and/or
low-price-point component to their business. We target investments with clients who have demonstrated resiliency
to e-commerce or have a strong omnichannel retail strategy, uniting brick-and-mortar and mobile browsing, both of
which reflect the continued importance of last mile retail, the movement of goods to their final destination, real
estate as part of a customer experience and supply chain strategy. Our overall investments (including last mile
retail) are driven by an optimal portfolio strategy that, among other considerations, targets allocation ranges by
asset class and industry. We review our strategy periodically and stress test our portfolio in a variety of positive and
negative economic scenarios to ensure we deliver consistent earnings growth and value creation across economic
cycles. As a result of the execution of this strategy, approximately 91% of our annualized retail contractual rent on
December 31, 2023, is derived from our clients with a service, non-discretionary, and/or low price point component
to their business. 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 believe we can achieve an attractive
investment spread over our cost of capital and favorable risk-adjusted returns. We will continue to evaluate all
investments for consistency with our objective of owning net lease assets.
Underwriting Strategy
To be considered for acquisition, investments must meet stringent underwriting requirements. We analyze
investments based on one or more of the following criteria:
•
•
•
•
Industry, client (including credit), and market conditions;
Expected financial returns under various scenarios (including default);
The value of real estate (based on replacement cost, comparative rental rates and alternative uses), or
other collateral backing the client’s contractual obligations; and
Store profitability for retail locations if profitability data is available or the importance of the real estate
location to the operations of the clients’ business.
With regard to real estate investments, we typically own the land and building in which a client conducts its business
or which are critical to the client’s ability to generate revenue. It has been our experience that clients must retain
their profitable and critical locations to survive. Therefore, in the event of reorganization, we believe 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 should fare better than unsecured creditors of the same client in
the event of reorganization. If a property is rejected by our client during reorganization, we own the property and can
either lease it to a new client or sell the property. In addition, we believe that the risk of default on real estate leases
3
can be further mitigated by monitoring the performance of our clients’ individual locations and considering whether
to proactively sell locations that meet our criteria for disposition.
We conduct comprehensive reviews of the business segments and industries in which our clients operate. In
addition, prior to entering any transaction, our credit research team conducts a review of a client’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 due diligence, including financial reviews of the client, monitor our clients’ credit
quality on an ongoing basis, and provide summaries of these findings to management.
At December 31, 2023, 39.6% of our total portfolio annualized contractual rent (as defined in "Property Portfolio
Information" below) comes from properties leased to our investment grade clients, their subsidiaries or affiliated
companies. At December 31, 2023, our top 20 clients (based on percentage of total portfolio annualized contractual
rent) represented 40.2% of our annualized rent and 10 of these clients have investment grade credit ratings or are
subsidiaries or affiliates of investment grade companies.
Asset Management Strategy
In addition to pursuing new properties for investment, we seek to increase earnings and dividends through active
asset management.
Generally, our asset management efforts seek to achieve:
Rent increases during and at the expiration of existing leases, when market conditions permit;
•
• Optimum exposure to certain clients, industries, and markets through re-leasing vacant properties and
selectively selling properties;
• Maximum asset-level returns on properties that are renewed, re-leased or sold; and
•
Additional value creation opportunities from the existing portfolio by leveraging internal capabilities to
enhance individual properties, pursue alternative uses, and derive ancillary revenue.
As part of our ongoing credit and predictive analytics research, we continually monitor our portfolio for any changes
that could affect the performance of our clients, our clients’ 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 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 client, industry, or geographic concentration.
The active management of the portfolio is an essential component of our long-term strategy of maintaining high
occupancy.
Capital Philosophy
Our goal is to deliver dependable monthly dividends to our stockholders that increase over time. Historically, we
have met our principal short-term and long-term capital needs, including the funding of high-quality real estate
acquisitions, property development, and capital expenditures, by issuing common stock, preferred stock, long-term
unsecured notes and term loan borrowings. Over the long term, we believe that common stock should be the
majority of our capital structure. We may issue common stock when we believe our share price is at a level that
allows for the proceeds of an offering to be accretively invested into additional properties or to permanently finance
properties that were initially financed by our revolving credit facility, commercial paper programs, or shorter-term
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.
Human Capital
We put great effort into cultivating an inclusive company culture. We seek to hire talented employees with diverse
backgrounds and perspectives and look to foster an environment that allows for regular, open communication where
capable team members have fulfilling careers and are encouraged to engage with and make a positive impact on
our Company, its operations, its business partners, and the communities in which we operate.
4
Employees operate as "One Team" and, together, we are committed to providing an engaging work environment
centered on our values of:
Do the Right Thing,
Take Ownership,
Empower Each Other,
Celebrate Differences, and
•
•
•
•
• Give More than We Take.
Recruitment, Development and Retention
At the heart of our corporate culture lie our dedicated employees, who form the foundation of our organization,
representing our most valuable assets. As of December 31, 2023, our workforce comprises 418 professionals. The
majority of our talented team members are recruited and hired from the communities in which we operate,
embodying our commitment to local engagement. To extend the scope of our talent acquisition efforts, we have
implemented various initiatives, including college and high school internship programs. Our comprehensive
approach encompasses a wide range of strategies, such as engaging with affinity associations, utilizing targeted job
advertisements, employing sourcing software that emphasizes diversity criteria, and fostering employee referrals.
These measures ensure that we continually attract and embrace a diverse pool of candidates. Furthermore, we
recognize that internal mobility within our organization unlocks yet another great source of talent. By encouraging
our current employees to expand their skills and take on new challenges, we tap into a rich reservoir of potential
that enhances our workforce's capabilities and reinforces our corporate culture.
We offer leadership development programs and train on critical topics such as ethics, insider trading, anti-
discrimination and harassment, cybersecurity, diversity, equality and inclusion, safety, and other Company policies.
We provide professional development opportunities for One Team members and provide assistance and support to
employees who are pursuing job-related licenses, certifications, and continuing education.
Employee retention is essential for supporting a positive culture and productive workforce. Accordingly, we believe
we offer competitive compensation and benefits packages. Benefits include medical, dental, and vision coverage for
employees and their families, 401(k) or equivalent plans with Company matching opportunity; paid time-off or
equivalent vacation; disability and life insurance; and, in years that the Company's performance meets certain goals,
the ability to earn equity in the Company subject to applicable vesting periods.
Additional information regarding our human capital programs and initiatives is available in our annual Proxy
Statement and Sustainability Report, both of which can be found on our website. Information on our website,
including our Sustainability Report, is not incorporated by reference into this Annual Report.
Diversity, Equality and Inclusion (DE&I)
We believe that the diversity of our One Team and our dedication to inclusion are foundational to our success. We
continue DE&I training and learning sessions to build employee awareness and action while also encouraging open
discussion amongst colleagues. Our DE&I initiatives are designed to enhance knowledge, deepen understanding,
facilitate conversations on critical DE&I topics, encourage inclusive interactions, and cultivate a sense of belonging.
In addition, we conduct pay equity analyses to help ensure equitable pay for employees who perform similar work
under similar circumstances, regardless of gender, race, or ethnicity.
Employee Health, Safety and Wellbeing
We prioritize the health, safety, and wellbeing of our team members. Our wellbeing program is designed to empower
employees through a range of activities and educational initiatives that contribute to both their personal and
professional development. In fostering a healthy work environment, we promote work-life balance by offering flexible
schedules and providing discounted fitness programs, paid family leave, parental leave, onsite lactation rooms, an
infant-at-work program, employee health fairs, and an employee assistance program, among other programs and
services.
Government Regulation
General
Compliance with various governmental regulations has an impact on our business, including our capital
expenditures, earnings and competitive position, which can be material. We incur costs to monitor and take actions
to comply with governmental regulations that are applicable to our business, which include, among others, federal
securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations,
environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real
property and the Americans with Disabilities Act of 1990, or ADA. We believe that our properties generally have the
necessary permits and approvals needed and are in compliance with applicable laws and regulations.
5
Environmental Matters
Investments in real property can create a potential for environmental liability. Federal, state and local environmental
laws and regulations regulate releases of hazardous or toxic substances into the environment. While our tenants
are generally primarily responsible for compliance with environmental laws and regulations, we as owner of property
can face liability for environmental contamination created by the presence or discharge of hazardous substances on
the property. We can face such liability regardless of our knowledge of the contamination; the timing of the
contamination; the cause of the contamination; or the party responsible for the contamination of the property. We
have no knowledge of any hazardous substances existing on our properties in violation of any applicable laws;
however, no assurance can be given that such substances are not currently located on any of our properties.
Some of our properties contain, have contained, or are adjacent to or near properties that contain or have contained
storage tanks for petroleum products or that involve or involved the use of hazardous or toxic substances. Under
certain laws and regulations, a current or previous owner, operator or tenant may be required to investigate and
clean-up hazardous or toxic substances or petroleum product releases or threats of releases, and may be held
liable to a government entity or third parties for property damage and for investigation, clean-up and monitoring
costs incurred by those parties in connection with actual or threatened contamination. These laws typically impose
clean-up responsibility and liability without regard to fault, or whether or not the owner, operator or tenant knew of or
caused the contamination. The liability may be joint and several for the full amount of the investigation, clean-up and
monitoring costs incurred or to be incurred or actions to be undertaken, although a party held jointly and severally
liable may seek contributions from other identified, solvent, responsible parties for their fair share toward these
costs. In addition, strict environmental laws regulate a variety of activities that can occur on a property, including the
storage of petroleum products or other hazardous or toxic substances, air emissions and water discharges. Such
laws may impose fines or penalties for violations.
Environmental laws also govern asbestos-containing materials (“ACM”). Federal regulations require building owners
and those exercising control over a building’s management to identify and warn, through signs and labels, of
potential hazards posed by workplace exposure to ACM in their building. The regulations also have employee
training, record keeping and due diligence requirements pertaining to ACM. Significant fines can be assessed for
violation of these regulations, and we could be subject to lawsuits if personal injury from exposure to ACM occurs.
Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or
disposal of ACM when those materials are in poor condition or in the event of construction, remodeling, renovation
or demolition of a building. These laws may impose liability for improper handling or a release into the environment
of ACM and may provide for fines to, and for third parties to seek recovery from, owners or operators of real
properties for personal injury or improper work exposure associated with ACM. In addition, our properties may
contain or develop harmful mold or other airborne contaminants. The presence of significant mold or other airborne
contaminants at any of our properties could require us to undertake a costly remediation to contain or remove the
mold or other airborne contaminants from the affected property or increase indoor ventilation. Further, the presence
of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our
tenants or others if property damage or personal injury occurs.
Americans with Disabilities Act of 1990
Our properties are generally required to comply with ADA. The ADA has separate compliance requirements for
“public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to
people with disabilities. Compliance with the ADA, as well as a number of additional federal, state and local laws
and regulations, may require modifications to properties we currently own and any properties we purchase, or may
restrict renovations of those properties. Noncompliance with these laws or regulations could result in fines or an
award of damages to private litigants, as well as the incurrence of costs to make modifications to attain compliance.
Although our tenants are generally responsible for compliance with the ADA and other similar laws or regulations,
we could be held liable as the owner of the property for a failure of one of our tenants to comply with such laws or
regulations. As of December 31, 2023, we have not received notice from any governmental authority, nor are we
otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our
business, financial position or results of operations.
Available Information
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 (the "SEC"). None of the information on our
website is deemed to be part of this report.
6
PROPERTY PORTFOLIO INFORMATION
At December 31, 2023, out of the 13,458 properties that we owned or held interests in, 13,265 properties were
vastly leased under net lease agreements. A net lease typically requires the client to be responsible for monthly rent
and certain property operating expenses including property taxes, insurance, and maintenance. In addition, clients
of our properties typically pay rent increases based on: (1) fixed increases, (2) increases tied to inflation (typically
subject to ceilings), or (3) additional rent calculated as a percentage of the clients' gross sales above a specified
level.
We define total portfolio annualized contractual rent as the monthly aggregate cash amount charged to clients,
inclusive of monthly base rent receivables, as of the balance sheet date, multiplied by 12, excluding percentage
rent, interest income on loans and preferred equity investments, and including our pro rata share of such revenues
from properties owned by unconsolidated joint ventures. We believe total portfolio annualized contractual rent is a
useful supplemental operating measure, as it excludes properties that were no longer owned at the balance sheet
date and includes the annualized rent from properties acquired during the quarter. Total portfolio annualized
contractual rent has not been reduced to reflect reserves recorded as adjustments to generally accepted accounting
principles in the United States, ("U.S. GAAP") rental revenue in the periods presented.
Top 10 Industry Concentrations
We are engaged in a single business activity, which is the leasing of property to clients, generally on a net basis.
That business activity spans various geographic boundaries and includes property types and clients engaged in
various industries. Even though we have a single segment, we believe our investors continue to view diversification
as a key component of our investment philosophy and so we believe it remains important to present certain
information regarding our property portfolio classified according to the business of the respective clients, expressed
as a percentage of our total portfolio annualized contractual rent:
Percentage of Total Portfolio Annualized Contractual Rent by Industry (1)
As of
Dec 31,
2023
11.4%
10.2
7.1
5.9
5.5
5.2
4.4
4.3
3.9
3.9
Dec 31,
2022
10.0%
Dec 31,
2021
10.2%
8.6
7.4
5.6
5.7
6.0
5.1
4.0
4.4
2.9
9.1
7.5
5.1
6.6
6.6
5.9
3.2
4.7
—
Dec 31,
2020
9.8%
11.9
Dec 31,
2019
7.9%
12.3
7.6
4.3
8.2
5.3
2.8
2.7
6.7
—
7.9
2.9
8.8
5.8
3.2
2.6
7.0
—
Grocery
Convenience Stores
Dollar Stores
Home Improvement
Drug Stores
Restaurants-Quick Service
Restaurants-Casual
Automotive Service
Health and Fitness
Gaming
(1) The presentation of Top 10 Industry Concentrations combines total portfolio contractual rent from the U.S. and Europe. Europe consists of properties in
the U.K., starting in May 2019, in Spain, starting in September 2021, in Italy, starting in October 2022, in Ireland, starting in June 2023, and in France,
Germany, and Portugal, starting in December 2023.
7
Property Type Composition
The following table sets forth certain property type information regarding our property portfolio as of December 31,
2023 (dollars in thousands):
Property Type
Retail
Industrial
Gaming (2)
Other (3)
Totals
Number of
Properties
Approximate
Leasable
Square Feet (1)
Total Portfolio
Annualized
Contractual Rent
Percentage of Total
Portfolio Annualized
Contractual Rent
13,053
179,880,600 $
3,304,177
365
2
38
84,737,900
5,053,400
2,411,200
514,306
157,945
65,443
13,458
272,083,100 $
4,041,871
81.8 %
12.7
3.9
1.6
100.0 %
(1) Excludes 2,962 acres of leased land categorized as agriculture at December 31, 2023.
(2) Includes our pro rata share of leasable square feet of properties owned by unconsolidated joint ventures.
(3) "Other" includes 27 properties classified as agriculture, consisting of approximately 0.3 million leasable square feet and $38.0 million in
annualized contractual rent and 10 properties classified as office, consisting of approximately 2.1 million leasable square feet and $27.4 million
in annualized contractual rent, as well as one land parcel under development.
Client Diversification
The following table sets forth the 20 largest clients in our property portfolio, expressed as a percentage of total
portfolio annualized contractual rent, which does not give effect to deferred rent, at December 31, 2023:
Client
Dollar General
Walgreens
Dollar Tree / Family Dollar
7-Eleven
EG Group Limited
Wynn Resorts
FedEx
B&Q (Kingfisher)
Asda
Sainsbury's
LA Fitness
BJ's Wholesale Clubs
Lifetime Fitness
MGM (Bellagio)
CVS Pharmacy
Walmart / Sam's Club
Tractor Supply
Tesco
AMC Theaters
Red Lobster
Total
Number of
Leases
1,659
369
1,229
634
415
1
77
50
37
35
68
33
23
1
191
67
186
22
35
200
5,332
Percentage of Total
Portfolio Annualized
Contractual Rent (1)
3.8 %
3.8
3.3
3.0
2.5
2.5
2.2
1.9
1.9
1.8
1.6
1.5
1.5
1.4
1.4
1.4
1.3
1.3
1.2
1.2
40.2 %
(1) Amounts for each client are calculated independently; therefore, the individual percentages may not sum to the total. Excludes non-rental
contractual income on loans and preferred equity investments.
8
Lease Expirations
The following table sets forth certain information regarding the timing of the lease term expirations in our portfolio
(excluding rights to extend a lease at the option of the client) and their contribution to total portfolio annualized
contractual rent as of December 31, 2023 (dollars in thousands):
Total Portfolio (1)
Expiring
Leases
Retail
Non-Retail
Approximate
Leasable
Square Feet
Total Portfolio
Annualized
Contractual Rent
Percentage of Total
Portfolio Annualized
Contractual Rent
474
923
857
1,422
1,687
1,270
593
556
974
772
622
441
440
521
323
1,960
13,835
14
33
33
37
55
36
23
40
34
19
9
4
8
9
14
59
427
6,370,500 $
13,637,900
16,009,800
22,307,900
32,588,600
26,622,100
16,570,500
23,481,400
18,223,300
18,140,100
11,805,300
5,857,200
7,968,500
8,826,600
10,111,700
30,509,600
79,995
206,416
196,878
290,171
399,179
325,645
193,642
267,873
260,477
224,888
231,472
118,280
145,275
137,739
112,376
851,565
269,031,000 $
4,041,871
2.0 %
5.1
4.9
7.2
9.9
8.1
4.8
6.6
6.3
5.6
5.7
2.9
3.6
3.4
2.8
21.1
100.0 %
Year
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039-2143
Totals
(1) Leases on our multi-client properties are counted separately in the table above. This table excludes 270 vacant units.
9
Geographic Diversification
The following table sets forth certain geographic information regarding our property portfolio as of December 31,
2023 (dollars in thousands):
Location
Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
Puerto Rico
Number of
Properties
Percent Leased
Approximate Leasable
Square Feet
Percentage of Total Portfolio
Annualized Contractual Rent
4,438,600
304,100
4,011,100
2,851,200
12,448,900
2,707,600
1,754,700
141,100
10,597,400
9,194,300
47,800
189,100
13,332,200
8,255,200
3,529,200
4,716,700
6,356,500
5,332,700
1,208,700
3,070,300
6,664,300
5,923,200
4,340,300
4,582,500
5,495,500
227,800
1,131,600
4,622,400
667,300
2,277,000
1,354,200
4,973,000
8,404,400
427,800
16,015,900
4,479,700
660,900
6,232,000
214,600
5,211,100
504,700
7,355,400
27,773,500
1,585,500
173,500
7,378,500
1,863,600
879,600
6,693,400
157,700
59,400
408
7
255
266
352
170
52
24
891
576
22
28
559
432
114
198
378
357
85
79
207
476
261
310
396
25
81
75
54
146
111
339
421
21
714
342
43
343
31
328
36
461
1,607
39
18
368
82
93
297
23
6
98 %
100
99
99
99
98
98
100
99
98
100
96
97
98
99
97
99
100
99
97
100
99
99
98
98
100
99
99
94
96
100
98
99
95
99
100
100
97
100
99
100
97
99
100
100
99
98
100
100
100
100
10
1.7 %
0.1
1.8
1.0
5.2
1.3
0.6
0.1
5.0
3.3
0.2
0.1
4.8
2.4
0.8
1.0
1.5
1.9
0.6
1.1
4.4
2.4
1.7
1.2
1.8
0.1
0.3
2.3
0.4
1.4
0.6
3.0
2.7
0.1
3.8
1.5
0.3
2.2
0.2
1.8
0.2
2.3
9.6
0.4
0.1
2.2
0.8
0.4
1.9
0.1
*
Location
France
Germany
Ireland
Italy
Portugal
Spain
United Kingdom
Totals/average
•
*Less than 0.1%
Number of
Properties
Percent Leased
Approximate Leasable
Square Feet
Percentage of Total Portfolio
Annualized Contractual Rent
28
4
4
30
4
90
291
13,458
100
100
100
100
100
100
100
1,475,900
189,900
311,500
2,592,700
142,300
6,772,600
27,780,500
0.4
0.1
0.1
0.7
*
1.4
12.6
100 %
272,083,100
100.0 %
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including the documents incorporated by reference, contain 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,” “continue,” “should,” “may,” “likely,” “plans,”
and similar expressions are intended to identify forward-looking statements. Forward-looking statements include
discussions of our business and portfolio; growth strategies and intentions to acquire or dispose of properties
(including timing, partners, clients and terms); re-leases, re-development and speculative development of properties
and expenditures related thereto; future operations and results; the announcement of operating results, strategy,
plans, and the intentions of management; and trends in our business, including trends in the market for long-term
leases of freestanding, single-client properties. Forward-looking statements are subject to risks, uncertainties, and
assumptions about Realty Income Corporation which may cause our actual future results to differ materially from
expected results. Some of the factors that could cause actual results to differ materially are, among others, our
continued qualification as a real estate investment trust; general domestic and foreign business, economic, or
financial conditions; competition; fluctuating interest and currency rates; inflation and its impact on our clients and
us; access to debt and equity capital markets and other sources of funding (including the terms and partners of such
funding); continued volatility and uncertainty in the credit markets and broader financial markets; other risks inherent
in the real estate business including our clients' solvency, client defaults under leases, increased client
bankruptcies, 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 domestic and foreign
income tax laws and rates; property ownership through joint ventures, partnerships and other arrangements which
may limit control of the underlying investments; epidemics or pandemics including measures taken to limit their
spread, the impacts on us, our business, our clients, and the economy generally; the loss of key personnel; the
outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and
war; and the anticipated benefits from mergers and acquisitions including from the merger with Spirit (the "Merger").
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 on Form 10-K, for the year ended December 31, 2023.
Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are
not guarantees of future plans and performance and speak only as of the date this annual report was filed with the
SEC. Actual plans and operating results may differ materially from what is expressed or forecasted in this annual
report and forecasts made in the forward-looking statements discussed in this annual report might not materialize.
We do not undertake any obligation to update forward-looking statements that may be made to reflect events or
circumstances after the date these statements were made.
11
Item 1A: Risk Factors
This “Risk Factors” section contains references to our “capital stock” and to our “stockholders.” Unless expressly
stated otherwise, the references to our “capital stock” represent our common stock and any class or series of
preferred stock which may be outstanding from time to time, while the references to our “stockholders” represent
holders of our common stock and any class or series of preferred stock which may be outstanding from time to time.
Risks Related to Our Business and Industry
In order to grow we need to continue to acquire investment properties. The acquisition of investment
properties may be subject to competitive pressures.
We face competition in the acquisition and operation of our properties. We expect competition from businesses,
individuals, fiduciary accounts and plans, and other entities engaged in real estate investment and financing. This
competition may result in a higher cost for properties we wish to purchase.
Negative market conditions or adverse events affecting our existing or potential clients, or the industries in
which they operate, could have an adverse impact on our ability to attract new clients, re-lease space,
collect rent or renew leases, which could adversely affect our cash flow from operations and inhibit growth.
Cash flow from operations depends in part on our ability to lease space to our clients on economically favorable
terms and to collect rent from our clients on a timely basis. We could be adversely affected by various facts and
events over which we have limited or no control, such as:
•
Lack of demand in areas where our properties are located;
•
Inability to retain existing clients and attract new clients;
• Oversupply of space and changes in market rental rates;
• Declines in our clients’ creditworthiness and ability to pay rent, which may be affected by their operations
(including as a result from changes in consumer behaviors or preferences impacting our clients operations),
economic downturns and competition within their industries from other operators;
• Defaults by and bankruptcies of clients, failure of clients to pay rent on a timely basis, or failure of our clients to
comply with their contractual obligations;
• Changes in laws, rules or regulations that negatively impact clients or our properties;
•
Epidemics, pandemics or outbreaks of illness, disease or virus that affect countries or regions in which our
clients and their parent companies operate or in which our properties or corporate headquarters are located;
• Changes in consumer behaviors (e.g., decrease in discretionary consumer spending), preferences or
demographics impacting our clients' operations;
Supply chain disruptions;
Economic or physical decline of the areas where the properties are located; and
•
•
• Deterioration of physical condition of our properties.
If our clients do not renew their leases as they expire, we may not be able to rent or sell the properties. Leases that
are renewed, and some new leases for properties that are re-leased, may have terms that are less economically
favorable than expiring lease terms, or may require us to incur significant costs, such as renovations, improvements
on behalf of the client or lease transaction costs. Negative market conditions may cause us to sell vacant properties
for less than their carrying value, which could result in impairments. Any of these events could adversely affect our
cash flow from operations and our ability to make distributions to our stockholders and service our indebtedness. A
significant portion of the costs of owning property, such as real estate taxes, insurance and maintenance, are not
necessarily reduced when circumstances cause a decrease in rental revenue from the properties. In a weakened
financial condition, our clients may not be able to pay these costs of ownership and we may be unable to recover
these operating expenses from them.
At any time, any of our clients may experience a downturn in its business that may weaken its operating results or
overall financial condition. As a result, a client may delay lease commencement, fail to make rental payments when
due, decline to extend a lease upon its expiration, become insolvent or declare bankruptcy. Any client bankruptcy or
insolvency, leasing delay or failure to make rental payments when due could result in the termination of our client’s
lease and material losses to us. Further, the occurrence of a client bankruptcy or insolvency could diminish or
eliminate the income we receive from our client’s lease or leases. A bankruptcy court might authorize a client to
terminate one or more of its leases with us. If that happens, our claim against the bankrupt client for unpaid future
12
rent would be subject to statutory limitations that most likely would result in rent payments that would be
substantially less than the remaining rent we are owed under the leases (it is also possible that we may not receive
any unpaid future rent under terminated leases) or we may elect not to pursue claims against a client for terminated
leases. Claims we have for unpaid past rent, if any, may not be paid in full, or at all. Client bankruptcies within a
given property may also adversely impact our ability to re-release that property at favorable terms, or at all.
Moreover, in the case of a client’s leases that are not terminated as the result of its bankruptcy, we may be required
or elect to reduce the rent payable under those leases or provide other concessions, reducing amounts we receive
under those leases. As a result, client bankruptcies may have a material adverse effect on our results of operations
and financial condition. Any of these events could adversely affect our cash flow from operations and our ability to
make distributions to stockholders and service our indebtedness.
Downturns in any of our industries could adversely affect our clients (including, for example, the recent challenges
faced by our clients in the theater industry), which in turn could also have a material adverse effect on our financial
position, results of operations and our ability to pay the principal of and interest on our debt securities and other
indebtedness and to make distributions on our common stock and any outstanding preferred stock. In addition,
some of our properties are leased to clients that may have limited financial and other resources and, therefore, they
are more likely to be adversely affected by a downturn in their respective businesses, including any downturns that
have resulted or may result from the COVID-19 pandemic or other epidemics or pandemics, or in the regional,
national or international economy. Furthermore, we have made and may continue to make selected acquisitions of
properties that fall outside our historical focus on freestanding, single-client, net-lease retail locations in the U.S. As
a result, we may be exposed to a variety of new risks by expanding into new property types and/or new jurisdictions
outside the U.S. and properties leased to clients engaged in non-retail businesses. These risks may include limited
experience in managing certain types of new properties, new types of real estate locations and lease structures,
and the laws and culture of non-U.S. jurisdictions.
As a property owner, we may be subject to unknown environmental liabilities.
Investments in real property can create a potential for environmental liability. An owner of property can face liability
for environmental contamination created by the presence or discharge of hazardous substances on the property.
We can face such liability regardless of our knowledge of the contamination; the timing of the contamination; the
cause of the contamination; or the party responsible for the contamination of the property.
There may be environmental conditions associated with our properties of which we are unaware. A number of our
properties are leased to operators of convenience stores that sell petroleum-based fuels, to operators of oil change
and tune-up facilities, and operators that use chemicals and other waste products. These facilities and some other
of our properties, use, or may have used in the past, underground lifts or storage tanks for the storage of petroleum-
based or waste products, which could create a potential for the release of hazardous substances. Certain of our
other properties, particularly those leased for industrial-type purposes, may also involve operations or activities that
could give rise to environmental liabilities.
The presence of hazardous substances on a property may adversely affect our client's ability to continue to operate
that property or our ability to lease or sell that property and we may incur substantial remediation costs or third-party
liability claims. Although our leases generally require our clients to operate in compliance with all applicable federal,
state, and local environmental laws, ordinances and regulations, and to indemnify us against any environmental
liabilities arising from the clients’ activities on the properties, we could nevertheless be subject to liability, including
strict liability, by virtue of our ownership interest. There also can be no assurance that our clients could or would
satisfy their indemnification obligations under their leases. The discovery of environmental liabilities attached to our
properties could have an adverse effect on our results of operations, our financial condition, or our ability to make
distributions to stockholders and to pay the principal of and interest on our debt securities and other indebtedness.
Some of our properties were built during the period when asbestos was commonly used in building construction and
we may acquire other buildings that contain asbestos in the future. Environmental laws govern the presence,
maintenance, and removal of asbestos-containing materials, or ACMs, and require that owners or operators of
buildings containing asbestos properly manage and maintain the asbestos, that they adequately inform or train
those who may come into contact with asbestos and that they undertake special precautions, including removal or
other abatement in the event that asbestos is disturbed during renovation or demolition of a building. These laws
may impose fines and penalties on building owners or operators for failure to comply with these requirements and
may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to
asbestos fibers.
13
While we have not been notified by any governmental authority, and are not otherwise aware, of any material
noncompliance, liability or claim relating to environmental contamination, if environmental contamination should
exist on any of our properties, we could be subject to liability, including strict liability, by virtue of our ownership
interest. In addition, while we maintain environmental insurance policies, it is possible that our insurance could be
insufficient to address any particular environmental situation and/or that, in the future, we could be unable to obtain
insurance for environmental matters at a reasonable cost, or at all. Our clients are generally responsible for, and
indemnify us against, liabilities for environmental matters that arise during the lease terms as a result of clients’
activities on the properties. However, it is possible that one or more of our clients could fail to have sufficient funds
to cover any such indemnification or to meet applicable state financial assurance obligations or such environmental
contamination may predate our client's lease term, and thus we may still be obligated to pay for any such
environmental liabilities.
If we fail to qualify as a REIT, it could adversely impact us, and the amount of dividends we are able to pay
would decrease, which could adversely affect the market price of our capital stock and could adversely
affect the value of our debt securities.
We believe that, commencing with our taxable year ended December 31, 1994, we have been organized and have
operated, and we intend to continue to operate, so as to qualify as a REIT under Sections 856 through 860 of the
Code. However, we cannot make any assurances that we have been organized or have operated in a manner that
has satisfied the requirements for qualification as a REIT, or that we will continue to be organized or operate in a
manner that will allow us to continue to qualify as a REIT. Qualification as a REIT involves the satisfaction of
numerous requirements under highly technical and complex Code provisions, for which there are only limited
judicial and administrative interpretations, as well as the determination of various factual matters and circumstances
not entirely within our control. As we have recently expanded into new geographies and transactional structures,
and may continue to do so in the future, the analyses of our REIT qualification, and our ability to ensure such
qualification, have become, and may become in the future, more complex. For example, in order to qualify as a
REIT, at least 95% of our gross income in each year must be derived from qualifying sources, and we must pay
distributions to stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains). If
we fail to satisfy any of the requirements for qualification as a REIT, we may be subject to certain penalty taxes or, in
some circumstances, we may fail to qualify as a REIT. If we were to fail to qualify as a REIT in any taxable year:
• We would be required to pay regular U.S. federal corporate income tax on our taxable income;
• We would not be allowed a deduction for amounts distributed to our stockholders in computing our taxable
income;
• We could be disqualified from treatment as a REIT for the four taxable years following the year during which
qualification is lost;
• We would no longer be required to make distributions to stockholders; and
•
This treatment would substantially reduce amounts available for investment or distribution to stockholders
because of the additional tax liability for the years involved, which could have a material adverse effect on the
market price of our capital stock and the value of our debt securities.
Even if we qualify for and maintain our REIT status, we may be subject to certain federal, state, local and foreign
taxes on our income and property. For example, if we have net income from a prohibited transaction, that income
will be subject to a 100% tax. In addition, our taxable REIT subsidiaries are subject to federal, state and, in some
cases, foreign taxes at the applicable tax rates on their income and property. Any failure to comply with legal and
regulatory tax obligations could adversely affect our ability to conduct business and could adversely affect the
market price of our capital stock and the value of our debt securities.
Legislative or other actions affecting REITs could have a negative effect on us or our investors.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative
process and by the Internal Revenue Services, or the IRS, and the U.S. Department of the Treasury, or the
Treasury. Changes to the tax laws, with or without retroactive application, could adversely affect us or our investors,
including holders of our common stock or debt securities. We cannot predict how changes in the tax laws might
affect us or our investors. New legislation, Treasury regulations, administrative interpretations or court decisions
could significantly and negatively affect our ability to qualify as a REIT, the federal income tax consequences of
such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to the tax
treatment of other entities, or an investment in other entities, could change, making an investment in such other
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entities more attractive relative to an investment in a REIT. In addition, the tax treatment of certain of our sale-
leaseback transactions could change, which could make such sale-leaseback transactions less attractive to
potential sellers and lessees and negatively impact our operations.
Distribution requirements imposed by law limit our flexibility.
To maintain our status as a REIT for federal income tax purposes, we generally are required to distribute to our
stockholders at least 90% of our taxable income, excluding net capital gains, each year. We also are subject to tax
at regular corporate rates to the extent that we distribute less than 100% of our taxable income (including net capital
gains) each year. In addition, we are subject to a 4% nondeductible excise tax to the extent that we fail to distribute
during any calendar year at least the sum of 85% of our ordinary income for that calendar year, 95% of our capital
gain net income for the calendar year, and any amount of that income that was not distributed in prior years. We
intend to continue to make distributions to our stockholders to comply with the distribution requirements of the Code
as well as to reduce our exposure to federal income taxes and the nondeductible excise tax. Differences in timing
between the receipt of income and the payment of expenses to arrive at taxable income, along with the effect of
required debt amortization payments, could require us to borrow funds to meet the distribution requirements that are
necessary to achieve the tax benefits associated with qualifying as a REIT.
Future issuances of equity securities could dilute the interest of holders of our common stock.
Our future growth will depend, in large part, upon our ability to raise additional capital. Raising additional capital
through the issuance of equity securities can dilute the interests of holders of our common stock. The interests of
our common stockholders could also be diluted by the issuance of shares of common stock pursuant to stock
incentive plans. Our Board of Directors is authorized to cause us to issue preferred stock of any class or series with
dividend, voting and other rights as determined by our Board of Directors (such as the shares of preferred stock that
were issued in connection with the closing of the Merger with Spirit) which could dilute, or otherwise adversely
affect, the interest of holders of our common stock.
We may acquire properties or portfolios of properties through tax deferred contribution transactions, which
could result in stockholder dilution and limit our ability to sell or refinance such assets.
We have in the past and may in the future acquire properties or portfolios of properties through tax deferred
contribution transactions in exchange for partnership units in an operating partnership, which could result in
stockholder dilution through the issuance of operating partnership units that, under certain circumstances, may be
exchanged for shares of our common stock. This acquisition structure may have the effect of, among other things,
reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may
require that we agree to restrictions on our ability to dispose of, or refinance the debt on, the acquired properties in
order to protect the contributors’ ability to defer recognition of taxable gain. Similarly, we may be required to incur or
maintain debt we would otherwise not incur so we can allocate the debt to the contributors to maintain their tax
bases. In the event we take any action that incurs taxable gain allocated to these contributors, we may be required
to make them whole under tax protection agreements. These restrictions could limit our ability to manage, control,
sell or refinance an asset at a time, or on terms, that would be favorable absent such restrictions.
We are subject to risks associated with debt and preferred stock financing.
We intend to incur additional indebtedness in the future, including borrowings under our $4.25 billion unsecured
revolving credit facility and our $3.0 billion commercial paper programs.
Our revolving credit facility grants us the option, subject to obtaining lender commitments and other customary
conditions, to expand the borrowing limits thereunder to up to $5.25 billion. The credit agreement governing our
revolving credit facility also governs our $250.0 million unsecured term loan facility due March 2024 and, on January
6, 2023, we entered into the term loan agreement (the “2023 term loan agreement”) governing our 2023 term loans,
pursuant to which we borrowed an aggregate of approximately $1.0 billion in multicurrency borrowings. The 2023
term loan agreement also permits us to incur additional term loans, up to an aggregate of $1.5 billion in total
borrowings, pursuant to an accordion expansion feature, which is subject to obtaining lender commitments and
other customary conditions. The term loans pursuant to our 2023 term loan agreement mature in January 2025 with
one remaining 12-month maturity extension available at our option. At December 31, 2023, we also had a total of
$18.6 billion of outstanding unsecured senior debt securities (excluding unamortized net original issuance
premiums, deferred financing costs and basis adjustments on interest rate swaps designated as fair value hedges),
including approximately $4.2 billion denominated in Sterling (of which $1.2 billion is related to our privately placed
Sterling notes), $1.2 billion denominated in Euro thereunder, and approximately $822.4 million of outstanding
mortgage debt (excluding unamortized net discounts and deferred financing costs).
15
In connection with the consummation of the closing of the Merger on January 23, 2024, we effectively assumed
Spirit’s existing term loans with various lenders. Specifically, on January 22, 2024, we entered into an amended and
restated term loan agreement, pursuant to which we borrowed $800 million in aggregate total borrowings, $300
million of which matures on August 22, 2025 and $500 million of which matures on August 20, 2027 (the “$800
million term loan agreement”), and an amended and restated term loan agreement pursuant to which we borrowed
$500 million in aggregate total borrowings which matures on June 16, 2025. The $800 million term loan agreement
and the $500 million term loan agreement became effective upon the closing of the Merger on January 23, 2024.
Our A3/A- credit ratings provide for a borrowing rate of 80 basis points over the applicable benchmark rate, which
includes adjusted Secured Overnight Financing Rate ("SOFR") for US Dollar-denominated loans, adjusted Sterling
Overnight Indexed Average (“SONIA”) for Sterling-denominated loans, and Euro Interbank Offered Rate
(“EURIBOR”) for Euro-denominated loans. In conjunction with closing, we executed one-year variable-to-fixed
interest rate swaps which fix our per annum interest rate at 5.0% over the initial term. In addition, as a result of the
Merger, all outstanding secured indebtedness, liabilities, and other indebtedness of Spirit and its subsidiaries,
including $2.75 billion of additional senior unsecured notes that were originally issued by Spirit Realty Capital, L.P.,
substantially all of which were exchanged for senior unsecured notes issued by us, became indebtedness and
liabilities of ours or our subsidiaries, as the case may be, which substantially increased the total secured
indebtedness and the total liabilities and other indebtedness of us and our subsidiaries.
Pursuant to our unsecured commercial paper programs we may offer and sell up to $3.0 billion of commercial paper
at any time. We use our revolving credit facility as a liquidity backstop for the repayment of notes issued under the
commercial paper programs. Specifically, we maintain unused borrowing capacity under our revolving credit facility
equal to the aggregate principal amount of borrowings outstanding under our commercial paper programs from time
to time. We may in the future enter into amendments and restatements of our revolving credit facility and term loan
facilities, or enter into new revolving credit facilities or term loan facilities, and any such amended, restated or
replacement revolving credit facilities or term loan facilities may increase the amounts we are entitled to borrow,
subject to customary conditions, compared to our current revolving credit facility and term loan facilities, or we may
incur other indebtedness. We may also in the future increase the size of our commercial paper programs or
establish new commercial paper programs. We expect that we will continue to use our current and any new
revolving credit facilities we may enter into (in each case as the same may be expanded, amended or restated, if
applicable, from time to time), as a liquidity backstop for the repayment of notes issued under our current or any
new commercial paper programs that we may maintain from time to time.
To the extent that new indebtedness is added to our current debt levels, the related risks that we now face would
increase. As a result, we are and will be subject to risks associated with debt financing, including the risk that our
cash flow could be insufficient to make required payments on our debt or to pay dividends on our common stock.
We also face variable interest rate risk as the interest rates on our revolving credit facility, term loan facilities, and
commercial paper programs are variable (subject to our interest rate swaps on our term loan facilities, in effect from
time to time), and the interest rates on any credit facilities and term loan facilities we may enter into in the future
may be variable, and could therefore increase over time. In addition, commercial paper borrowings are short-term
obligations and the interest rate on newly issued commercial paper varies according to market conditions at the time
of issuance. Similarly, some of the indebtedness to which we have become subject to subsequent to the Merger
may also bear interest at variable rates. In addition, while we may enter into hedging and other derivatives
instruments to mitigate our exposure to fluctuations in borrowing and currency rates, we may not realize the
anticipated benefits from these arrangements or they may be insufficient to mitigate our exposure. We also face the
risk that we may be unable to refinance or repay our debt as it comes due. Given past disruptions in the financial
markets and ongoing global financial uncertainties, we also face the risk that one or more of the participants in our
revolving credit facility may be unwilling or unable to lend us money.
We have incurred and may continue to incur indebtedness that is denominated in local currencies to fund our
international investments and operations. However, it is possible that such indebtedness may be insufficient or may
be on unacceptable terms requiring us to use non-local currency indebtedness. In such event, we may be subject to
foreign exchange rate volatility. While we may enter into hedging and other derivatives instruments to mitigate our
exposure to fluctuations in foreign exchange rates, we may not realize the anticipated benefits from these
arrangements or these arrangements may be insufficient to mitigate our exposure.
Our revolving credit facility, our term loan facilities, and our mortgage loan documents contain provisions that could
limit or, in certain cases, prohibit the payment of dividends and other distributions to holders of our common stock
16
and any outstanding preferred stock. The credit agreements governing our revolving credit facility and term loan
facilities provide that, if an event of default (as defined in the credit agreements, as applicable) exists, we may not
pay any dividends or make other distributions on (except distributions payable in shares of a given class of our
stock to the stockholders of that class), or repurchase or redeem, among other things, any shares of our common
stock or any outstanding preferred stock, during any period of four consecutive fiscal quarters in an aggregate
amount in excess of the greater of (i) the sum of 95% of our adjusted funds from operations (as defined in the credit
agreements, as applicable) for that period plus the aggregate amount of cash distributions made to holders of our
outstanding preferred stock for that period, and (ii) the minimum amount of cash distributions required to be made to
our stockholders in order to maintain our status as a REIT for federal income tax purposes and to avoid the
payment of income or excise taxes that would otherwise be imposed under specified sections of the Code on
income we do not distribute to our stockholders, except we may repurchase or redeem shares of our outstanding
preferred stock, if any, with net proceeds from the issuance of shares of our common stock or preferred stock.
The credit agreements each provide that, in the event of a failure to pay principal, interest, or any other amount
payable thereunder when due or upon the occurrence of certain events of bankruptcy, insolvency or reorganization
with respect to us or with respect to one or more of our subsidiaries that in the aggregate meet a significance test
set forth in the credit agreements, we and our subsidiaries (other than our wholly-owned subsidiaries) may not pay
dividends or make other distributions on (except for (a) distributions payable in shares of a given class of our stock
to the stockholders of that class and (b) dividends and distributions described in (ii) above), or repurchase or
redeem, among other things, any shares of our common stock or preferred stock. If any such event of default under
the applicable credit agreements (or under any other credit agreement or debt instrument with similar terms that we
may in the future enter into or be subject to) were to occur, it would likely have a material adverse effect on the
market price of our outstanding common stock and any outstanding preferred stock and on the market value of our
debt securities which could limit the amount of dividends or other distributions payable to holders of our common
stock and any outstanding preferred stock or the amount of interest and principal we are able to pay on our
indebtedness, or prevent us from paying those dividends, other distributions, interest or principal altogether, and
may adversely affect our ability to qualify, or prevent us from qualifying, as a REIT.
Our indebtedness could also have other important consequences to holders of our common stock, outstanding
preferred stock, and our debt securities, including: increasing our vulnerability to general adverse economic and
industry conditions; limiting our ability to obtain additional financing to fund future working capital, acquisitions,
capital expenditures and other general corporate requirements; requiring the use of a substantial portion of our cash
flow from operations for the payment of principal and interest on our indebtedness, thereby reducing our ability to
use our cash flow to fund working capital, acquisitions, capital expenditures, and general corporate requirements;
limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and putting us at a
disadvantage compared to our competitors with less indebtedness.
If we default under a credit facility, loan agreement, or other debt instrument, the lenders will generally have the right
to demand immediate repayment of the principal and interest on all of their loans and, in the case of secured
indebtedness, to exercise their rights to seize and sell the collateral. Moreover, a default under a single loan or debt
instrument may trigger cross-default or cross-acceleration provisions in other indebtedness and debt instruments,
giving the holders of such other indebtedness and debt instruments similar rights to demand immediate repayment
and to seize and sell any collateral.
Adverse changes in general or local economic conditions;
Real estate ownership is subject to particular conditions that may have a negative impact on our revenue.
We are subject to all of the inherent risks associated with the ownership of real estate. In particular, we face the risk
that rental revenue from our properties may be insufficient to cover all corporate operating expenses, debt service
payments on indebtedness we incur, and distributions on our capital stock. Additional real estate ownership risks
include:
•
• Changes in supply of, or demand for, similar or competing properties;
• Changes in interest rates and operating expenses (including energy costs, shortages and rationing);
• Competition within an industry and for our clients;
• Changes in market rents;
•
• Renewal of leases at lower rental rates;
•
Inability to collect rental revenue from our clients due to financial hardship, including bankruptcy;
Inability to lease properties upon termination of existing leases;
17
• Changes in tax, real estate, zoning and environmental laws that may have an adverse impact upon the value of
real estate;
• Uninsured property liability;
•
• Unexpected expenditures for capital improvements, including requirements to bring properties into compliance
Property damage or casualty losses;
with applicable federal, state and local laws;
The need to periodically renovate and repair our properties;
Physical or weather-related damage to properties;
The potential risk of functional obsolescence of properties over time;
Acts of terrorism and war;
•
• Risks assumed as manager for development or redevelopment projects;
•
•
•
• Changes in consumer behaviors, preferences or demographics;
•
•
The impacts of climate change; and
Acts of God and other factors beyond the control of our management.
Real estate property investments are illiquid. We may not be able to acquire or dispose of properties when
desired or on favorable terms.
Real estate investments are relatively illiquid. Our ability to quickly buy, sell or exchange any of our properties in
response to changes in economic and other conditions will be limited and U.S. and foreign tax and regulatory
regimes and authorities may impose or have the effect of restricting or limiting our ability to sell properties. No
assurances can be given that we will recognize full value, at a price and at terms that are acceptable to us, for any
property that we are required to sell for liquidity reasons. Our inability to respond rapidly to changes in the
performance of our investments could adversely affect our financial condition and results of operations.
Our acquisition of additional properties may have a significant effect on our business, liquidity, financial
position and/or results of operations.
Our future success will depend, in part, upon our ability to manage our mergers and acquisitions, acquisitions, and
expansion opportunities under prevailing market conditions. We are regularly engaged in the process of identifying,
analyzing, underwriting, and negotiating possible acquisition transactions. We cannot provide any assurances that
we will be successful in consummating future mergers and acquisitions or acquisitions on favorable terms or that we
will realize expected cash yields, operating efficiencies, cost savings, revenue enhancements, synergies, or other
benefits. Our inability to consummate one or more acquisitions on such terms, our failure to adequately underwrite
and identify risks and obligations when acquiring properties, or our failure to realize the intended benefits from one
or more acquisitions, could have a significant adverse effect on our business, liquidity, financial position and/or
results of operations, including as a result of our incurrence of additional indebtedness and related interest expense
and our assumption of unforeseen contingent liabilities in connection with completed acquisitions.
We have made and may continue to make acquisitions of properties (including through the use of alternative
acquisition structures such as joint ventures, partnerships, fund and other structures) that fall outside our historical
focus on freestanding, single-client, net lease retail locations in the U.S. We may be exposed to a variety of new
risks by expanding into new property types (e.g., non-retail businesses), geographies, lease and acquisition
structures, and clients who engage in non-retail businesses. These risks may be enhanced by our limited
experience in managing new property types, geographies, lease and acquisition structures, clients. and the laws
and/or culture of non-U.S. geographies.
We are subject to additional risks from our international investments and debt.
We have acquired and may continue to invest in properties outside of the U.S. These investments may expose us
to a variety of risks that are different from and in addition to those commonly found in the U.S. Our international
investments are subject to additional risks, including:
•
The laws, rules and regulations applicable in such jurisdictions outside of the U.S., including those related to
property ownership and control by foreign entities;
• Complying with a wide variety of foreign laws, including corruption, employment, data protection, energy usage,
health and safety and environmental regulations which may require capital expenditures to maintain or bring our
18
•
•
foreign properties into compliance with applicable regulations and/or may require disclosure of various
environmental, social and governance matters;
Fluctuations in exchange rates between foreign currencies and the U.S. dollar (including risks related to their
impact on our results of operations, hedging and other derivative arrangements used to mitigate our exposure to
fluctuations in foreign currency rates, translational reporting risks, and exchange controls);
As we may not have or have only a limited number of properties within a jurisdiction, our experience in that
market and with local business may be limited, and our operating costs may be disproportionately higher until
the number of properties within a jurisdiction grows;
• We may face challenges with expanding into current or new jurisdictions, such as identifying and securing
investment opportunities, hiring and retaining employees, extended time periods for acquiring or disposing of
investments, which may increase the cost of funding an investment, and potentially experiencing different
cultural and business practices related to employees, rent adjustments, ground leases, and property ownership
requirements and limitations;
• Challenges in establishing effective controls and procedures to manage and regulate operations in different
regions and to monitor and ensure compliance with applicable regulations, such as applicable laws related to
corrupt practices, employment, licensing, construction, energy usage, climate change or environmental
compliance;
• Unexpected or other changes in regulatory requirements (including disclosure requirements), tax, tariffs, trade
•
•
•
•
barriers and other laws within jurisdictions outside the U.S. or between the U.S. and such jurisdictions;
Potentially adverse tax consequences with respect to our properties and/or investment vehicles;
Initial limited investments within certain regions or countries may result in industry or client concentration risks;
The impact of regional or country-specific business cycles, inflation and economic instability, including
deterioration in political relations with the U.S., instability in, or further withdrawals from, the European Union or
other international trade alliances or agreements; and
Political instability, uncertainty over property rights, civil unrest, acts of war, drug trafficking, political activism or
the continuation or escalation of terrorist or gang activities.
We also engage external property managers and other third parties, who assist with managing our international
properties. If a property manager or third party fails to meet its obligations or terminates its services, we may need
to find a replacement; however, these services may be on less favorable terms and conditions, or we may not be
able to find a suitable replacement in a timely manner or at all.
We have incurred and may continue to incur indebtedness that is denominated in local currencies to fund our
international investments and operations. However, it is possible that such indebtedness may be insufficient or may
be on unacceptable terms requiring us to use non-local currency indebtedness. In such event, we may be subject to
foreign exchange rate volatility which may be impacted by various factors, including those described above. While
we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in foreign
exchange rates, we may not realize the anticipated benefits from these arrangements or these arrangements may
be insufficient to mitigate our exposure. For more information, see “—We are subject to risks associated with debt
and preferred stock financing.”
If we are unable to adequately address these risks, they could have a significant adverse effect on our operations.
We may engage in development, speculative development, or expansion projects or invest in new asset
classes, which would subject us to additional risks that could negatively impact our operations.
We may engage in development, speculative development, or other expansion projects, which could require us to
raise additional capital and obtain additional state and local permits. A decision by any governmental agency not to
issue a required permit or substantial delays in the permitting process could cause us to incur penalties, delay us
from receiving rental payments or result in us receiving reduced rental payments, or prevent us from pursuing the
development, speculative development, or expansion project altogether. Additionally, any such new development,
speculative development, or expansion project may not operate at designed capacity or may cost more to operate
than we expect. The inability to successfully complete development, speculative development, or expansion
projects or to complete them on a timely basis could adversely affect our business and results of operations.
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We have recently increased on investments in assets and transaction structures that are outside of our traditional
business, including entering into new asset classes, such as casinos and vertical farms, and entering into (or
expanding our use of) new transaction structures, such as joint ventures, lending, and increased exploration of sale-
leaseback transactions. In addition, in the future, we may invest in new or different assets or enter into new
transaction structures that may or may not be closely related to our current business. These new assets and
transaction structures may have new, different or increased risks than what we are currently exposed to in our
business and we may not be able to manage these risks successfully. Additionally, when investing in such new
assets or transaction structures, we will be exposed to the risk that those assets or structures, or the income
generated thereby, will affect our ability to meet the requirements to maintain our REIT status, or will subject us to
additional regulatory requirements or limitations. If we are not able to successfully manage the risks associated with
such new assets, it could have an adverse effect on our business, results of operations and financial condition.
Property taxes may increase without notice.
Real estate property taxes on our properties (including properties we develop or acquire) may increase as property
tax rates change and as those properties are assessed or reassessed by tax authorities. While the majority of our
leases are under a net lease structure, some or all of such property taxes may not be collectible from our clients.
We may face extensive regulations from gaming and other regulatory authorities regarding current and
future gaming properties.
As a landlord of a gaming facility or future gaming facilities, we may be impacted by the risks associated with the
gaming industry. The ownership, operation, and management of gaming facilities are subject to pervasive
regulation. Gaming authorities also retain great discretion such that gaming regulations can impact our gaming
clients, individuals associated with the operation of gaming properties, and us as the owner of the real estate and
landlord related to such facilities. Gaming laws and regulations can impact all facets of a gaming property, including
but not limited to alcoholic beverages, environmental matters, employees, health care, currency transactions,
zoning and building codes, and marketing and advertising. Such laws and regulations could change or could be
interpreted differently in the future, or new laws and regulations could be enacted, which could adversely affect our
operating results, and may also result in additional taxes or licensing fees imposed on us and our gaming clients. In
addition, subject to certain administrative due process requirements, gaming regulators generally have broad
authority to conduct investigations into the conduct or associations of our officers or certain investors to ensure
compliance with applicable standards and suitability to hold a gaming license, and to deny any application or limit,
condition, restrict, revoke, or suspend any gaming license, registration, or finding of suitability or approval, or fine
any person licensed, registered, or found suitable or qualified as a licensee. As a result, our ability to obtain or
maintain our required licenses and approvals, or avoid penalties related thereto, may be subject to risks, including
risks outside of our control, and cannot be predicted.
Were a tenant unable to continue to perform under a lease, because of the highly regulated nature of the industry, it
may be difficult to re-lease gaming properties. This difficulty may be exacerbated to the extent the gaming property
is located in a geography that does not have an expansive gaming footprint, such as one of the properties, in which
we are invested. A transfer of interest, including a new lease, will likely require approval of regulators and the
licensing of a new gaming operator tenant.
An uninsured loss or a loss that exceeds the policy limits on our properties could subject us to lost capital
or revenue on those properties.
Our leases generally require our clients to indemnify and hold us harmless from liabilities resulting from injury to
persons, air, water, land or property, due to activities conducted on the properties, except for claims arising from the
negligence or intentional misconduct of us or our agents. Additionally, clients are generally required, at the client’s
expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance
policies. The insurance policies our clients are required to maintain for property damage are generally in amounts
not less than the full replacement cost of the improvements less slab, foundations, supports and other customarily
excluded improvements. Our clients are generally required to maintain general liability coverage depending on the
client and the industry in which the client operates.
Many of our properties are also covered by flood and earthquake insurance policies (subject to substantial
deductibles) obtained and paid for by our clients as part of their risk management programs. Additionally, we have
obtained blanket liability, flood and earthquake (subject to substantial deductibles) and property damage insurance
policies to protect us and our properties against loss should the indemnities and insurance policies provided by the
20
clients fail to restore the properties to their condition prior to a loss. We do not carry insurance for certain losses and
certain types of losses may be either uninsurable or not economically insurable. However, should a loss occur that
is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event
of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital
invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect
on our results of operations or financial condition and on our ability to pay the principal of and interest on our debt
securities and other indebtedness and to make distributions to our stockholders. We also face the risk that our
insurance carriers may not be able to provide payment under any potential claims that might arise under the terms
of our insurance policies, and we may not have the ability to purchase insurance policies we desire.
In addition, although we obtain title insurance policies on our properties to help protect us and our properties against
title defects (such as adverse claims of ownership, liens or other encumbrances), there may be certain title defects
that our title insurance will not cover. If a material title defect related to any of our properties is not adequately
covered by a title insurance policy, we could lose some or all of our capital invested in and our anticipated profits
from such property, cause a financial misstatement or damage our reputation.
Compliance with the Americans with Disabilities Act of 1990 and fire, safety, and other regulations may
require us to make unanticipated expenditures that could adversely impact our results of operations.
Our properties are generally required to comply with the Americans with Disabilities Act of 1990, or the ADA. The
ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally
requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could
require removal of access barriers and non-compliance could result in imposition of fines by the U.S. government or
an award of damages to private litigants. The clients to whom we lease properties are obligated by law to comply
with the ADA provisions and, in many cases, the clients are generally obligated to cover costs associated with
compliance pursuant to the terms of their applicable leases. If required changes involve greater expenditures than
anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these clients
to cover costs could be adversely affected and we could be required to expend our own funds to comply with the
provisions of the ADA, which could materially adversely affect our results of operations or financial condition and our
ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to
our stockholders. In addition, our properties must be in compliance with fire and safety regulations, building codes
and other land use regulations, as they may be adopted by governmental agencies and bodies and become
applicable to our properties. We may be required to make substantial capital expenditures to comply with those
requirements and these expenditures could have a material adverse effect on our results of operations or financial
condition and our ability to pay the principal of and interest on our debt securities and other indebtedness and to
make distributions to our stockholders.
Our business is subject to risks associated with climate change and our sustainability strategies.
Our business is subject to risks associated with the effects of climate change, and a resulting shift to a lower carbon
economy, and may be subject to further risks in the future. Climate change could adversely affect our business
through both chronic and acute perils including, but not limited to, extreme weather, changes in precipitation and
temperature, and rising sea levels, all of which may result in physical damage to, or a decrease in demand for, our
properties located in the areas affected by these conditions, and may adversely impact consumer behaviors,
preferences and spending for our clients, which may impact their ability to fulfill their obligations under our leases, or
our ability to re-lease the properties in the future. In addition, should the impact of climate change be severe or
occur for lengthy periods of time, connectivity, labor and supply chains could impact business continuity for
ourselves and our clients. Chronic climate change may lead to increased costs for us and our clients to adapt to the
demands and expectations of climate change or lower carbon usage, including with respect to heating, cooling or
electricity costs, retrofitting properties to be more energy efficient or comply with new rules or regulations, or other
unforeseen costs. These risks could adversely affect our reputation, financial condition or results of operations.
We seek to promote effective energy efficiency and other sustainability strategies and compliance with federal, state
and international laws and regulations related to climate change, both internally and with our clients. Our
sustainability strategies and efforts to comply with changes in federal, state and international laws and regulations
on climate change could result in significant capital expenditures to improve our existing properties or properties we
may acquire. Any changes to such laws and regulations could also result in increased operating costs or capital
expenditures at our properties. If we are unable to comply with laws and regulations on climate change or
implement effective sustainability strategies, our reputation among our clients and investors may be damaged and
we may incur fines and/or penalties. Moreover, there can be no assurance that any of our sustainability strategies
21
will result in reduced operating costs, higher occupancy or higher rental rates or deter our existing clients from
relocating to properties owned by our competitors.
In addition, tenants of net-leased properties are responsible for maintenance and other day-to-day management of
the properties. This lack of control over our net-leased properties makes it difficult for us to collect property-level
environmental metrics and to enforce sustainability initiatives, which may impact our ability to comply with certain
regulatory disclosure requirements to which we are subject (such as the anticipated changes to the SEC’s climate-
related disclosure rules) or comply effectively with established Environmental, Social and Governance ("ESG")
frameworks and standards, such as the Global Real Estate Sustainability Benchmarks, Task Force for Climate-
Related Financial Disclosures (“TCFD”) and the Sustainability Accounting Standards Board. If we are unable to
successfully collect the data necessary to comply with these disclosure requirements, we may be subject to
increased regulatory risk and if such data is incomplete or unfavorable, our relationship with our investors, our stock
price, and our access to capital may be negatively impacted.
Our charter contains restrictions upon ownership of our common stock.
Our charter contains restrictions on ownership and transfer of our common stock intended to, among other
purposes, assist us in maintaining our status as a REIT for U.S. federal and/or state income tax purposes. For
example, our charter restricts any person from acquiring beneficial or constructive ownership of more than 9.8% (by
value or by number of shares, whichever is more restrictive) of our outstanding shares of common stock. These
restrictions could have anti-takeover effects and could reduce the possibility that a third party will attempt to acquire
control of us, which could adversely affect the market price of our common stock.
The value of certain of our investment in real property may be reduced as the result of the expiration or loss
of local tax abatements, tax credit programs, or other governmental incentives.
Certain of our investments have the benefit of governmental tax incentives aimed at inducing property users to
relocate to incentivize development in areas and neighborhoods which have not historically seen robust commercial
development. These incentives typically have specific sunset provisions and may be subject to governmental
discretion in the eligibility or award of the applicable incentives. The expiration of these incentive programs or the
inability of potential clients or users to be eligible for or to obtain governmental approval of the incentives, or the
inability to remain compliant with such programs, may have an adverse effect on the value of our investment, cash
flow and net income, and may result in impairment charges.
Risks Related to the Spirit Merger and Transactions Contemplated by the Merger Agreement
Following the Merger, we may be unable to integrate the operations of Spirit successfully, or realize the
anticipated synergies and related benefits of the Merger and the transactions contemplated by the Merger
Agreement or do so within the anticipated time frame.
The Merger involves the combination of two companies which operated as independent public companies. We will
be required to devote significant management attention and resources to integrating the operations of Spirit.
Potential difficulties we may encounter in the integration process include the following:
•
the inability to successfully combine Spirit’s operations with ours in a manner that permits the combined
company to achieve operating efficiencies (including with the integration of information technology systems), cost
savings and efficiencies, revenues, synergies or other benefits either in the time frame anticipated or at all;
lost revenue and clients as a result of certain clients of either us or Spirit deciding not to do business with the
combined company;
the continued complexities associated with managing a multi-national combined company, integrating certain
personnel from the two companies, and the complexities associated with the separation of personnel;
the complexities of combining two companies with different histories, regulatory restrictions, markets and clients;
the failure to retain key employees of either of the two companies;
•
•
• potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with
the Merger and the transactions contemplated by the Agreement and Plan of Merger, dated October 29, 2023
(the “Merger Agreement”), by and among the Company, Saints MD Subsidiary, Inc., a Maryland corporation and
wholly owned subsidiary of the Company, and Spirit; and
•
•
• performance shortfalls at one or both of the two companies as a result of the diversion of management’s
attention caused by completing the Merger and integrating Spirit's operations with ours.
In addition, as disclosed, certain legal proceedings were instituted against us, Spirit, and the former Spirit directors
and we may see additional legal proceedings instituted in the future. The pendency and outcome of any legal
proceedings is uncertain and may result in additional costs, expenses and the diversion of management’s attention
22
all of which could have an adverse effect on our business, operating results and price of our common stock or our
ability to raise additional capital.
Our historical and unaudited pro forma condensed combined financial statements may not be
representative of our results after the Merger and the transactions contemplated by the Merger Agreement.
The Merger and the transactions contemplated by the Merger Agreement were completed in January 2024.
Accordingly, our historical financial statements and our operating results for the periods prior to such time do not
give effect to those transactions. In addition, the unaudited pro forma condensed combined financial statements
related to such transactions that we have previously prepared were created for informational purposes only and do
not purport to be indicative of the financial position or results of operations that actually would have occurred had
the Merger and the transactions contemplated by the Merger Agreement been completed as of the dates indicated,
nor does it purport to be indicative of our future operating results or financial position after the Merger and the
transactions contemplated by the Merger Agreement. The unaudited pro forma condensed combined financial
statements reflect adjustments, which were based upon preliminary estimates, to allocate the purchase price to
Spirit’s assets and liabilities and certain estimates and assumptions regarding the Merger and the transactions
contemplated by the Merger Agreement that we and Spirit believe are reasonable under the circumstances. In
addition, the unaudited pro forma condensed combined financial statements do not reflect other future events that
occur after the Merger and the transactions contemplated by the Merger Agreement, including the costs related to
the planned integration of the two companies and any future nonrecurring charges resulting from the Merger and
the transactions contemplated by the Merger Agreement, and do not consider potential impacts of current market
conditions on revenues or expense efficiencies. As a result, we cannot assure you that our historical and unaudited
pro forma condensed combined financial statements will be representative of our results for future periods.
Our common stockholders will be diluted by the Merger.
At the closing of the Merger, we issued approximately 108.0 million additional shares of common stock.
Consequently, as a result of this dilution, our common stockholders as of immediately prior to the Merger have less
voting control and influence over our management and policies after the effective time of the Merger than they
previously exercised over our management and policies.
General Risk Factors
The market value of our capital stock and debt securities could be substantially affected by various factors.
The market value of our capital stock and debt securities will depend on many factors, which may change from time
to time and may be outside of our control, including:
•
Prevailing interest rates, increases in which may have an adverse effect on the market value of our capital stock
and debt securities;
•
The market for similar securities issued by other REITs;
• General economic, political and financial market conditions;
•
• Changes in legal and regulatory taxation obligations;
•
• Changes in financial estimates or recommendations by securities analysts with respect to us, our competitors or
The financial condition, performance and prospects of us, our clients and our competitors;
Litigation and regulatory proceedings;
our industry;
• Changes in our credit ratings;
•
•
Actual or anticipated variations in quarterly operating results of us and our competitors; and
Failure to achieve the perceived benefits of the Merger and the transactions contemplated by the Merger
Agreement or if the effect of the Merger and the transactions contemplated by the Merger Agreement on our
results of operations or financial condition is not consistent with the expectations of financial or industry
analysts.
In addition, over the last several years, prices of common stock and debt securities in the U.S., trading markets
have experienced extreme price fluctuations, and the market values of our common stock and debt securities have
also fluctuated significantly during this period. As a result of these and other factors, investors who purchase our
capital stock and debt securities may experience a decrease, which could be substantial and rapid, in the market
value of our capital stock and debt securities, including decreases unrelated to our operating performance or
prospects.
23
Litigation risks could affect our business.
From time to time, we are involved in legal proceedings, lawsuits, and other claims including those that may arise
out of mergers and acquisitions, acquisitions, development opportunities, dispositions, joint ventures, and other
strategic transactions. An unfavorable resolution of litigation may have a material adverse effect on our business,
results of operations and financial condition. Regardless of its outcome, litigation may result in substantial costs and
expenses and significantly divert the attention of management.
We depend on key personnel.
We depend on the efforts of our executive officers and key employees. The loss of the services of our executive
officers and key employees could have a material adverse effect on our results of operations or financial condition
and on our ability to pay the principal and interest on our debt securities and other indebtedness and to make
distributions to our stockholders. It is possible that we will not be able to recruit additional personnel with equivalent
experience in the net lease industry or retain employees to the same extent as in the past.
Natural disasters, terrorist attacks, cyber attacks, other acts of violence or war, or other unexpected events
may affect the value of our debt and equity securities, the markets in which we operate and our results of
operations.
Natural disasters, terrorist attacks, cyber attacks, other acts of violence or war, or other unexpected events (e.g.,
pandemics or epidemics) may negatively affect our operations, the market price of our capital stock and the value of
our debt securities. There can be no assurance that events like these will not occur or have a direct impact on our
clients, our business or the U.S. or world generally. If events like these were to occur, they could materially interrupt
our business operations, cause consumer confidence and spending to decrease or result in increased volatility in
the U.S. and worldwide financial markets and economy. They also could result in or prolong an economic recession
in the U.S. or abroad. Any of these occurrences could have a significant adverse impact on our operating results
and revenues and on the market price of our capital stock and on the value of our debt securities. It could also have
an adverse effect on our ability to pay principal and interest on our debt securities or other indebtedness and to
make distributions to our stockholders.
We rely on information technology in our operations, and any material failure, inadequacy, interruption or
security failure of that technology could harm our business.
We, like all businesses, are subject to cyber-attacks and security incidents, which threaten the confidentiality,
integrity, and availability of our systems and information resources. Cyber-attacks are malicious cyber activity and a
security incident is a successful cyber-attack that has the potential to expose sensitive data, internal systems, or
otherwise disrupt business operations. Those attacks and incidents may be due to intentional or unintentional acts
by employees, contractors or third-parties, who seek to gain unauthorized access to our or our service providers’
systems to disrupt operations, corrupt data, or steal confidential information through malware, computer viruses,
ransomware, social engineering (e.g., phishing attachments to e-mails) or other vectors.
The risk of a cybersecurity breach or operational disruption, particularly through a cyber incident, including by
computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and
sophistication of attempted attacks and intrusions from around the world have increased, particularly as remote
working has become more common. Our information technology (“IT”) networks and related systems are essential
to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical
to the operations of certain of our clients. Although we make efforts to maintain the security and integrity of these
types of IT networks and related systems, and we have implemented various measures to manage the risk of a
security breach or disruption (such as the implementation of systems and/or vendors that provide constant
monitoring of our IT networks and related systems for cyber-attacks and incidents); however, there can be no
assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions
would not be successful or damaging.
While we maintain some of our own critical IT networks and related systems, we depend on third-parties to provide
important software, technologies, tools and a broad array of services and functions, such as payroll, human
resources, electronic communications, data storage, and certain finance and treasury functions, among others. In
the ordinary course of our business, we collect, process, transmit and store sensitive data, within our own systems
and utilize those of third-party providers, including intellectual property, our proprietary business information and that
of our clients, suppliers and business partners, as well as personally identifiable information.
24
Our measures to prevent, detect and mitigate these threats may not be successful in preventing a security incident
or data breach or limiting the effects of such a breach. This is particularly so because attack methodologies change
frequently or are not recognized until launched, and we also may be unable to investigate or remediate incidents
because attackers are increasingly using techniques and tools designed to circumvent controls, to avoid detection,
and to remove or obfuscate forensic evidence. Our clients, joint venture partners, or other third parties with whom
we do business may themselves become subject to cyberattacks or security incidents, over which we may have no
control, and which could have an indirect adverse impact on them, us or our business relationship.
The primary risks that could directly result from the occurrence of a cyberattack or security incident include
operational interruption, damage to our relationship with our clients, reputational damage, and private data
exposure. We could be required to expend significant capital and other resources to address an attack or incident,
which may not be covered or fully covered by our insurance and which may involve payments for investigations,
forensic analyses, legal advice, public relations advice, system repair or replacement, or other services, in addition
to any remedies or relief that may result from legal proceedings. Our financial results may be negatively impacted
by any such attacks and incidents or any resulting negative media attention. Further, while we carry cyber liability
insurance, such insurance may not be adequate to cover all losses related to such events.
Volatility in market and economic conditions may impact the accuracy of the various estimates used in the
preparation of our financial statements and footnotes to the financial statements.
Various estimates are used in the preparation of our financial statements, including estimates related to asset and
liability valuations (or potential impairments), and receivables. Often these estimates require the use of market data
values and involve estimates of future performance or receivables collectability all of which can be difficult to
accurately predict. Although management believes it has been prudent and used reasonable judgment in making
these estimates, it is possible actual results may differ from these estimates.
Inherent limitations of internal controls over financial statements, disclosure controls and safeguarding of
assets may adversely impact our financial condition and results of operations.
Our internal controls over financial reporting, disclosure controls and procedures and our operating internal controls
may not prevent or detect financial misstatements or loss of assets because of inherent limitations, including the
possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can
provide only reasonable assurance with respect to financial statement and disclosure accuracy and safeguarding of
assets. Failures in our internal controls could result in adverse consequences in our financial reporting and
operations, including delays, additional costs, impairment in our ability to access capital, adverse impacts to investor
confidence, regulatory review, or litigation.
Our business operations may not generate the cash needed to make distributions on our capital stock or to
service our indebtedness.
Our ability to make distributions on our common stock and any outstanding preferred stock and payments on our
indebtedness, and to fund planned acquisitions and capital expenditures will depend on our ability to generate cash
in the future. We cannot make any assurances that our business will generate sufficient cash flow from operations
or that future borrowings will be available to us in an amount sufficient to enable us to make distributions on our
common stock and any outstanding preferred stock, to pay our indebtedness, or to fund our other liquidity needs.
Disruptions in the financial markets could affect our ability to obtain financing on reasonable terms and
have other adverse effects on us, the market price of our common stock, and may make it more difficult or
costly for us to raise capital.
Historically, there have been periods where the global equity and credit markets have experienced significant price
volatility, dislocations and liquidity disruptions, which have caused market prices of equity and debt securities to
fluctuate substantially and the spreads on prospective debt financings to widen considerably. These circumstances
have materially impacted liquidity in the financial markets, making terms for certain financings less attractive, and in
certain cases have resulted in the unavailability of certain types of financing. Uncertainty in the equity and credit
markets may negatively impact our ability to access additional financing at reasonable terms, which may adversely
affect our ability to make acquisitions. A prolonged downturn in the equity or credit markets may cause us to
refinance at higher rates, seek alternative sources of potentially less attractive financing, and may require us to
adjust our business plan accordingly. In addition, these factors may make it more difficult for us to buy or sell
properties, may adversely affect the price we purchase or receive for properties, as we and prospective buyers may
25
experience increased costs of financing or difficulties in obtaining financing. These events in the equity and credit
markets may make it more difficult or costly for us to raise capital through the issuance of common stock, preferred
stock or debt securities. These disruptions in the financial markets also may have a material adverse effect on the
market value of our common stock and debt securities, the income we receive from our properties and the lease
rates we can charge for our properties, as well as other unknown adverse effects on us or the economy in general.
Inflation (including prolonged inflationary periods) may adversely affect our results of operations, financial
condition and liquidity.
Increased inflation or anticipated inflationary periods, such as the period in which we are currently in, could have a
more pronounced negative impact on any variable rate debt we incur in the future and on our results of operations.
During times when inflation is greater than increases in rent, as provided for in our leases, rent increases may not
keep up with the rate of inflation and other costs (including increases in employment and other fees and expenses).
Government regulations may limit the indices we can utilize in lease adjustments thereby limiting our ability to
increase rent. Even though net leases reduce our exposure to rising property expenses due to inflation, substantial
inflationary pressures and increased costs may have an adverse impact on our clients if increases in their operating
expenses exceed increases in revenue, which may adversely affect our clients’ ability to pay rent. The U.K.
government plans to migrate away from the Retail Price Index ("RPI"), to alternatives such as the Consumer Price
Index including owner occupiers' housing costs, that may result in a lower measure of inflation and, in turn, have a
negative impact on our lease revenue currently tied to RPI in the U.K. Inflationary periods may cause us to
experience increased costs of financing, making it difficult to incur or refinance debt at attractive rates or at all, and
may adversely affect the properties we can acquire if the cost of financing an acquisition is in excess of our
anticipated earnings from such property thereby limiting the properties that can be acquired. To the extent periods of
high inflation are prolonged, these results may be exacerbated.
Item 1B: Unresolved Staff Comments
There are no unresolved staff comments.
Item 1C: Cybersecurity
We maintain a cyber risk management program to identify, assess, manage, mitigate, and respond to cybersecurity
threats. We design and assess our program based on the National Institute of Standards and Technology
Cybersecurity Framework (NIST CSF) and use the NIST CSF as a guide to help us identify, assess, and manage
cybersecurity risks relevant to our business. The program is integrated within our enterprise risk management
system and addresses our IT networks and related systems that are essential to the operation of our business.
We maintain controls and procedures, including third-party oversight procedures, and cybersecurity training for all
employees on an annual basis, which are designed to ensure prompt escalation of cybersecurity incidents so that
decisions regarding public disclosure and reporting of such incidents can be made by management in a timely
manner.
We work with third parties that assist us to identify, assess, and manage cybersecurity risks, including professional
services firms, consulting firms, threat intelligence service providers, and penetration testing firms.
Our cybersecurity program and designated incident response team are comprised of key employees, and third-party
information security experts from leading cybersecurity incident response firms, who are responsible for efficiently
and effectively responding to cybersecurity incidents. We have established comprehensive incident response and
recovery plans and continue to evaluate the effectiveness of those plans.
Our Cybersecurity Risk Committee, chaired by our Head of IT, and comprised of functional leaders, provides
oversight, direction and guidance related to the cybersecurity risk management decisions.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity
incidents, that have materially affected us, including our operations, business strategy, results of operations, or
financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect
us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors – We
rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure
of that technology could harm our business.”
26
Cybersecurity Governance
The Board of Directors considers cybersecurity risk as part of its risk oversight function, and the Audit Committee of
our Board oversees Realty Income's cybersecurity and other information technology risk exposures and the steps
taken by management to monitor and control such exposures. Our cybersecurity risk profile and cybersecurity
program status are reported to the Audit Committee on a quarterly basis. In addition, management updates the
Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser
impact potential. The Audit Committee reports to the full Board regarding its activities, including those related to
cybersecurity, and the full Board also receives briefings from management on our cybersecurity risk management
program, as appropriate.
Our management team, including the Cybersecurity Risk Committee chaired by our Head of IT and comprised of
functional leaders across the Company, is responsible for assessing and managing our material risks from
cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program
and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our
management team has extensive experience implementing and operating cybersecurity technologies, policies, and
procedures throughout various industries and includes a Certified Information Systems Security Professional with
ISC2.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and
incidents through various means, which may include briefings from internal security personnel; threat intelligence
and other information obtained from governmental, public or private sources, including external consultants
engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Item 2: Properties
Information pertaining to our properties can be found under Item 1.
Item 3: Legal Proceedings
Information regarding legal proceedings is included in note 20, Commitments and Contingencies, to the
consolidated financial statements.
Item 4: Mine Safety Disclosures
None.
PART II
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Market Information
Our common stock is traded on the NYSE under the ticker symbol “O.”
Holders
There were approximately 13,800 registered holders of record of our common stock as of January 31, 2024. This
figure does not reflect the beneficial ownership of shares of our common stock.
27
Repurchases of Equity Securities
During the three months ended December 31, 2023, the following shares of stock were withheld for state and
federal payroll taxes on the vesting of employee stock awards, as permitted under the Realty Income 2021 Incentive
Award Plan, (the "2021 Plan"):
Period
Total Number of Shares Purchased
Average Price Paid per Share
October 1, 2023 — October 31, 2023
November 1, 2023 — November 30, 2023
December 1, 2023 — December 31, 2023
Total
Item 6: Reserved
2,242 $
1,283 $
11,735 $
15,260 $
49.06
51.92
57.22
55.58
28
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis reflect our financial condition and results of operations for the year
ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year
ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7.
"Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual
Report on Form 10-K for the year ended December 31, 2022.
GENERAL
Realty Income, The Monthly Dividend Company®, is an S&P 500 company and member of the S&P 500 Dividend
Aristocrats® index for having increased its dividend every year for over 25 consecutive years. We invest in people
and places to deliver dependable monthly dividends that increase over time. We are structured as a REIT requiring
us annually to distribute at least 90% of our taxable income (excluding net capital gains) in the form of dividends to
our stockholders. The monthly dividends are supported by the cash flow generated from real estate owned under
long-term net lease agreements with our commercial clients.
As of December 31, 2023, we owned or held interests in a diversified portfolio of 13,458 properties located in all 50
U.S. states, Puerto Rico, the U.K., France, Germany, Ireland, Italy, Portugal, and Spain, with approximately 272.1
million square feet of leasable space to clients doing business in 86 separate industries. Of the 13,458 properties in
the portfolio at December 31, 2023, 13,197, or 98.1%, are single-client properties, of which 13,007 were leased, and
the remaining are multi-client properties. Our total portfolio has a weighted average remaining lease term (excluding
rights to extend a lease at the option of our client) of approximately 9.8 years.
Unless otherwise specified, references to rental revenue in the Management's Discussion and Analysis of Financial
Condition and Results of Operations are exclusive of reimbursements from clients for recoverable real estate taxes
and operating expenses totaling $274.2 million, $184.7 million and $104.9 million for the years ended December 31,
2023, 2022 and 2021, respectively.
RECENT DEVELOPMENTS
Closing of Spirit Realty Capital Merger
On January 23, 2024, we closed on our previously announced merger with Spirit, which is further described in note
21, Subsequent Events, to the consolidated financial statements. The Spirit portfolio consisted of 2,018 U.S. retail,
industrial and other properties across 49 states. With assets that are highly complementary to our existing portfolio,
this transaction enhances the diversification and depth of our real estate portfolio and will allow us to strengthen our
longstanding relationships with existing clients and curate new ones.
Increases in Monthly Dividends to Common Stockholders
We have continued our 55-year history of paying monthly dividends. In addition, we increased the dividend five
times during 2023 and once during 2024. As of February 2024, we have paid 105 consecutive quarterly dividend
increases and increased the dividend 123 times since our listing on the NYSE in 1994.
2023 Dividend increases
1st increase
2nd increase
3rd increase
4th increase
5th increase
2024 Dividend increase
1st increase
Month Declared
Dec 2022
Feb 2023
Mar 2023
Jun 2023
Sep 2023
Month Paid
Jan 2023
Mar 2023
Apr 2023
Jul 2023
Oct 2023
Dec 2023
Jan 2024
$
$
$
$
$
$
0.2485 $
0.2545 $
0.2550 $
0.2555 $
0.2560 $
Increase per share
0.0005
0.0060
0.0005
0.0005
0.0005
0.2565 $
0.0005
Monthly Dividend
per share
The dividends paid per share during 2023 totaled $3.051, as compared to $2.967 during 2022, an increase of
$0.084, or 2.8%.
29
The monthly dividend of $0.2565 per share represents a current annualized dividend of $3.0780 per share, and an
annualized dividend yield of 5.4% based on the last reported sale price of our common stock on the NYSE of
$57.42 on December 31, 2023. 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.
Investments During 2023
During the year ended December 31, 2023, we invested $9.5 billion at an initial weighted average cash yield of
7.1%, including an investment in 1,408 properties, properties under development or expansion, investments in loans
and a preferred equity investment. See notes 4, Investments in Real Estate, 5, Investments in Unconsolidated
Entities, and 6, Investments in Loans, to the consolidated financial statements for further details.
Equity Capital Raising
We have an At-The-Market ("ATM") program, pursuant to which we may offer and sell up to 120.0 million shares of
common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of
banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by
means of ordinary brokers' transactions on the NYSE at prevailing market prices or at negotiated prices or by any
other methods permitted by applicable law.
During 2023, we raised $5.5 billion of net proceeds from the sale of common stock, at a weighted average price of
$59.79 per share, primarily through proceeds from the sale of common stock through our At-the-Market ("ATM")
Program. The ATM program issuances during 2023 included 91.7 million shares issued pursuant to forward sale
confirmations. As of December 31, 2023, 6.2 million shares of common stock subject to forward sale confirmations
have been executed but not settled. See note 11, Issuances of Common Stock, to the consolidated financial
statements for further details.
Note Issuances
In January 2024, we issued $450.0 million of 4.750% senior unsecured notes due February 2029 and $800.0 million
of 5.125% senior unsecured notes due February 2034. In connection with the Merger, we also completed the
$2.7 billion exchange in principal of outstanding notes issued by Spirit Realty, L.P. (“Spirit OP”). See note 21,
Subsequent Events, to the consolidated financial statements for further details.
In December 2023, we issued £300.0 million of 5.750% senior unsecured notes due December 2031 and £450.0
million of 6.000% senior unsecured notes due December 2039.
In July 2023, we issued €550.0 million of 4.875% senior unsecured notes due July 2030 and €550.0 million of
5.125% senior unsecured notes due July 2034.
In April 2023, we issued $400.0 million of 4.700% senior unsecured notes due December 2028 and $600.0 million of
4.900% senior unsecured notes due July 2033.
In January 2023, we issued $500.0 million of 5.050% senior unsecured notes due January 2026 and $600.0 million
of 4.850% senior unsecured notes due March 2030.
See note 10. Notes Payable, to the consolidated financial statements for further details.
Appointment of New Chief Financial Officer and Treasurer ("CFO")
Effective January 1, 2024, Jonathan Pong was appointed Executive Vice President, CFO and Treasurer, replacing
Christie Kelly, our former CFO, upon her planned retirement that was announced in June 2023.
30
Portfolio Discussion
Leasing Results
At December 31, 2023, we had 193 properties available for lease or sale out of 13,458 properties in our portfolio,
which represents a 98.6% occupancy rate based on the number of properties in our portfolio. Our property-level
occupancy rates exclude properties with ancillary leases only, such as cell towers and billboards, properties with
possession pending, and include properties owned by unconsolidated joint ventures.
Below is a summary of our portfolio activity for the periods indicated below:
Three months ended December 31, 2023
Properties available for lease at September 30, 2023
Lease expirations (1)
Re-leases to same client
Re-leases to new client
Vacant dispositions
Properties available for lease at December 31, 2023
Year ended December 31, 2023
Properties available for lease at December 31, 2022
Lease expirations (1)
Re-leases to same client
Re-leases to new client
Vacant dispositions
159
266
(164)
(26)
(42)
193
126
984
(750)
(51)
(116)
Properties available for lease at December 31, 2023
193
(1) Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the periods
indicated above.
During the three months ended December 31, 2023, the new annualized contractual rent on re-leases was $52.7
million, as compared to the previous annual rent of $50.8 million on the same units, representing a rent recapture
rate of 103.6% on the units re-leased, which excludes restructurings associated with the Cineworld bankruptcy.
Including Cineworld restructured leases that resulted in lease extensions, the recapture rate was 94.1% for the
three months ended December 31, 2023. We re-leased 20 units to new clients without a period of vacancy, and 12
units to new clients after a period of vacancy.
During the year ended December 31, 2023, the new annualized contractual rent on re-leases was $198.1 million, as
compared to the previous annual rent of $190.3 million on the same units, representing a rent recapture rate of
104.1% on the units re-leased, which excludes restructurings associated with the Cineworld bankruptcy. Including
Cineworld restructured leases that resulted in lease extensions, the recapture rate was 101.1% for the year ended
December 31, 2023. We re-leased 27 units to new clients without a period of vacancy, and 39 units to new clients
after a period of vacancy.
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 rent concessions to our clients. We do
not consider the collective impact of the leasing commissions or rent concessions to our clients to be material to our
financial position or results of operations.
Pan European Sale and Leaseback with Decathlon SE ("Decathlon")
We entered the markets of France, Germany, and Portugal for the first time through sale-leaseback transactions
with affiliates of Decathlon, a world leader in retail sporting goods and an investment grade rated company, for
€527.0 million, which includes 82 retail properties located in France, Germany, Italy, Portugal, and Spain.
Investments in Unconsolidated Joint Ventures
In October 2023, we completed our previously announced $951.4 million acquisition of common and preferred
interests from Blackstone Real Estate Trust, Inc. ("BREIT") in a new joint venture that owns a 95% interest in the
real estate of The Bellagio Las Vegas. The investment included $301.4 million of common equity in the joint venture
in exchange for an indirect interest of 21.9% in the property and a $650.0 million preferred equity interest in the joint
venture with an expected rate of return of 8.1%.
31
In November 2023, we established a joint venture with Digital Realty Trust, Inc. ("Digital Realty") to support the
development of two build-to-suit data centers in Northern Virginia. We invested approximately $199.8 million to
acquire an 80% equity interest in the venture, while Digital Realty maintains a 20% interest. Each partner will fund
its pro rata share of the remaining $117.7 million estimated development cost for the first phase of the project, which
is slated for completion in mid-2024.
See note 5, Investments in Unconsolidated Entities, to the consolidated financial statements for further details.
Impact of Inflation
Leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price
index, or retail price index in the case of certain leases in the U.K. (typically subject to ceilings), or increases in the
clients’ sales volumes. 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 and other costs.
Moreover, our strategic focus on the use of net lease agreements reduces our exposure to rising property expenses
due to inflation because the client is responsible for property expenses. Even though the utilization of net leases
reduces our exposure to rising property expenses due to inflation, substantial inflationary pressures and increased
costs may have an adverse impact on our clients if increases in their operating expenses exceed increases in
revenue, which may adversely affect our clients' ability to pay rent. Additionally, inflationary periods may cause us to
experience increased costs of financing, make it difficult to refinance debt at attractive rates or at all, and may
adversely affect the properties we can acquire if the cost of financing an acquisition is in excess of our anticipated
earnings from such property, thereby limiting the properties that can be acquired.
Impact of Real Estate and Credit Markets
In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain
periods, the global capital 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 global
capital markets carefully and, if required, will make decisions to adjust our business strategy accordingly.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2023, we had $4.1 billion of liquidity, which consists of cash and cash equivalents of $232.9
million, including £46.1 million denominated in Sterling and €43.6 million denominated in Euro, unsettled ATM
forward equity of $337.8 million, and $3.5 billion of availability under our $4.25 billion unsecured revolving credit
facility, after deducting $764.4 million in borrowings under our commercial paper programs. We use our unsecured
revolving credit facility as a liquidity backstop for the repayment of the notes issued under these programs.
Our primary cash obligations, for the current year and subsequent years, are included in the “Material Cash
Requirements” table, 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 stockholders, primarily through cash provided by operating activities, borrowings under our revolving credit
facility, short-term term loans, and under our commercial paper programs, and through public securities offerings.
We expect to fund the next twelve months of obligations through a combination of the following:
•
•
•
•
Cash and cash equivalents;
Future cash flows from operations;
Issuances of common stock or debt; and
Additional borrowings under our revolving credit facility and our term loan (after deducting outstanding
borrowings under our commercial paper programs).
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 and
commercial paper programs.
32
Long-Term Liquidity Requirements
Our goal is to deliver dependable monthly dividends to our stockholders that increase over time. Historically, we
have met our principal short-term and long-term capital needs, including the funding of high-quality real estate
acquisitions, investments in loans, property development, and capital expenditures by issuing common stock,
preferred stock, long-term unsecured notes, and term loan borrowings. Over the long term, we believe that common
stock should be the majority of our capital structure. We may issue common stock when we believe our share price
is at a level that allows for the proceeds of an offering to be accretively invested into additional properties or to
permanently finance properties that were initially financed by our revolving credit facility, commercial paper
programs, or shorter-term 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.
Capitalization
As of December 31, 2023, our total market capitalization was $65.4 billion. Total market capitalization consisted of
$43.3 billion of common equity (based on the December 31, 2023 closing price on the NYSE of $57.42 and
assuming the conversion of common units of Realty Income, L.P.) and total outstanding borrowings of $22.1 billion
on our revolving credit facility, commercial paper, term loans, mortgages payable, senior unsecured notes and
bonds, and our proportionate share of unconsolidated entities' debt (excluding unamortized deferred financing
costs, discounts, and premiums). Our total debt to market capitalization was 33.8% at December 31, 2023.
Universal Shelf Registration
On February 16, 2024, we filed a new shelf registration statement with the SEC, which is effective for a term of three
years and will expire in February 2027. 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.
ATM Program
As of December 31, 2023, there were approximately 6.2 million shares of unsettled common stock subject to
forward sale confirmations through our ATM program, representing approximately $337.8 million in expected net
proceeds, which have been executed at a weighted average price of $54.70 per share (assuming full physical
settlement of all outstanding shares of common stock, subject to such forward sale agreements and certain
assumptions made with respect to settlement dates). During the year ended December 31, 2023, we settled
approximately 91.7 million shares of common stock previously sold pursuant to forward sale agreements through
our ATM program for approximately $5.4 billion of net proceeds. As of December 31, 2023, we had 81.3 million
shares remaining for future issuance under our ATM program. We anticipate maintaining the availability of our ATM
program in the future, including the replenishment of authorized shares issuable thereunder.
Debt and Financing Activities
At December 31, 2023, our total outstanding borrowings of revolving credit facility, commercial paper, term loans,
mortgages payable, and senior unsecured notes and bonds were $21.5 billion, with a weighted average maturity of
5.9 years and a weighted average interest rate of 3.9%. As of December 31, 2023, approximately 94% of our total
debt was fixed rate debt. See notes 7 through 10 to the consolidated financial statements for additional information
about our outstanding debt, along with our debt financing activities during the year ended December 31, 2023
below.
33
Note Issuances
During the year ended December 31, 2023, we issued the following notes and bonds (in millions):
Note Issuance
Date of
Issuance
Maturity Date
Principal
amount
Price of par
value
Effective yield to
maturity
5.050% Notes
4.850% Notes
4.700% Notes
4.900% Notes
4.875% Notes
5.125% Notes
5.750% Notes
6.000% Notes
$
January 2026
January 2023
$
March 2030
January 2023
December 2028 $
April 2023
$
July 2033
April 2023
€
July 2030
July 2023
€
July 2023
July 2034
December 2023 December 2031 £
December 2023 December 2039 £
500.0
600.0
400.0
600.0
550.0
550.0
300.0
450.0
99.618 %
98.813 %
98.949 %
98.020 %
99.421 %
99.506 %
99.298 %
99.250 %
5.189 %
5.047 %
4.912 %
5.148 %
4.975 %
5.185 %
5.862 %
6.075 %
In January 2024, we issued $450.0 million of 4.750% senior unsecured notes due February 2029 and $800.0 million
of 5.125% senior unsecured notes due February 2034. In connection with the Merger, we also completed the
$2.7 billion exchange in principal of outstanding notes issued by Spirit OP. See note 21, Subsequent Events, to the
consolidated financial statements for further details.
Term Loans
In January 2023, we entered into a term loan agreement, permitting us to incur multicurrency term loans, up to an
aggregate of $1.5 billion in total borrowings. As of December 31, 2023, we had $1.1 billion in multicurrency
borrowings, including $90.0 million, £705.0 million, and €85.0 million in outstanding borrowings. The 2023 term
loans mature in January 2025 with one remaining 12-month maturity extension available at our option. In
conjunction with our 2023 term loans, we entered into interest rate swaps which fix our per annum interest rate. As
of December 31, 2023, the effective interest rate, after giving effect to the interest rate swaps, was 5.0%.
Covenants
The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated
per the terms of our senior notes and bonds. These calculations, which are not based on accounting principles
generally accepted in U.S. GAAP, 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, 2023, are:
Note Covenants
Limitation on incurrence of total debt
Limitation on incurrence of secured debt
Debt service coverage (trailing 12 months) (1)
Maintenance of total unencumbered assets
Required
Actual
< 60% of adjusted assets
< 40% of adjusted assets
> 1.5x
> 150% of unsecured debt
39.7%
1.6%
4.7x
257.9%
(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, 2023 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, 2023, nor does it purport to reflect our debt service coverage ratio for any
future period. The following is our calculation of debt service and fixed charge coverage at December 31, 2023 (in thousands, for trailing
twelve months):
Net income available to common stockholders
Plus: interest expense, excluding the amortization of deferred financing costs
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
34
$
$
$
872,309
703,883
52,021
1,895,177
82,208
360,009
(25,667)
3,939,940
837,945
4.7 x
Credit Agency Ratings
The borrowing interest rates under our revolving credit facility are based upon our ratings assigned by credit rating
agencies. As of December 31, 2023, 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 and Standard & Poor’s Ratings Group has assigned a rating of A- with a “stable” outlook. In addition, we
were assigned the following ratings on our commercial paper at December 31, 2023: Moody's Investors Service has
assigned a rating of P-2 and Standard & Poor's Ratings Group has assigned a rating of A-2.
Based on our credit agency ratings as of December 31, 2023, interest rates under our credit facility for U.S.
borrowings would have been at the SOFR, plus 0.725% with a SOFR adjustment charge of 0.10% and a revolving
credit facility fee of 0.125%, for all-in drawn pricing of 0.95% over SOFR, for British Pound Sterling borrowings, at
the SONIA, plus 0.725% with a SONIA adjustment charge of 0.0326% and a revolving credit facility fee of 0.125%,
for all-in drawn pricing of 0.8826% over SONIA, and for Euro Borrowings at one-month EURIBOR, plus 0.725%,
and a revolving credit facility fee of 0.125%, for all-in drawn pricing of 0.85% over one-month EURIBOR. In addition,
our credit facility provides that the interest rates can range between: (i) SOFR/SONIA/EURIBOR, plus 1.40% if our
credit rating is lower than BBB-/Baa3 or our senior unsecured debt is unrated and (ii) SOFR/SONIA/EURIBOR, plus
0.70% if our credit rating is A/A2 or higher. In addition, our credit facility provides for a facility commitment fee based
on our credit ratings, which ranges from: (i) 0.30% for a rating lower than BBB-/Baa3 or unrated, and (ii) 0.10% for a
credit rating of A/A2 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.
Material Cash Requirements
The following table summarizes the maturity of each of our obligations as of December 31, 2023 (dollars in millions):
Credit
Facility and
Commercial
Paper (1)
Unsecured
Term
Loans (2)
Mortgages
Payable
Senior
Unsecured
Notes and
Bonds (3)
Interest (4)
Ground
Leases Paid
by the
Company (5)
Ground
Leases Paid
by
Our Clients (6)
Other (7)
Totals
$
764.4 $
250.0 $
740.5 $
850.0 $
773.8 $
14.3 $
30.4 $ 728.5 $ 4,151.9
—
—
—
—
—
—
1,082.0
—
—
—
44.0
12.0
22.3
1.3
1,050.0
2,075.0
2,027.8
2,049.8
700.4
587.5
525.9
443.0
12.6
18.3
10.1
9.9
29.8
28.9
26.9
23.5
29.1
1,865.9
11.0
3,814.7
0.3
2,613.3
—
2,527.5
2.3
10,509.5
2,173.6
303.8
242.6
3.8
13,235.6
2024
2025
2026
2027
2028
Thereafter
Totals
$
764.4 $ 1,332.0 $
822.4 $ 18,562.1 $ 5,204.2 $
369.0 $
382.1 $ 772.7 $ 28,208.9
(1) The initial term of the credit facility expires in June 2026 and includes, at our option, two six-month extensions. At December 31, 2023, there
were no borrowings under our revolving credit facility, and commercial paper programs outstanding were $764.4 million, which matured
between January 2024 and February 2024.
(2) The maturity date for our 2023 term loans reflects the closing of our previous twelve-month extension option and assumes the additional
twelve-month extension available at the company's option is exercised.
(3) Excludes our January 2024 issuance of $450.0 million of 4.750% senior unsecured notes due February 2029 and $800.0 million of 5.125%
senior unsecured notes due February 2034.
(4) Interest on the commercial paper programs, term loans, mortgages payable, and senior unsecured notes and bonds has been calculated
based on outstanding balances at period end through their respective maturity dates. Excludes interest on the January 2024 issuances of
$450.0 million of unsecured senior notes due February 2029 and $800.0 million of unsecured senior notes due February 2034.
(5) We currently pay the ground lessors directly for the rent under the ground leases.
(6) Our clients, who are generally sub-tenants clients under ground leases, are responsible for paying the rent under these ground leases. In the
event our client fails to pay the ground lease rent, we are primarily responsible.
(7) “Other” consists of $740.0 million of commitments under construction contracts, and $32.7 million for re-leasing costs, recurring capital
expenditures, and non-recurring building improvements.
Investments in Unconsolidated Entities
As of December 31, 2023, our pro-rata share of secured debt of unconsolidated entities was approximately $659.2
million.
35
Distributions are paid monthly to holders of shares of our common stock.
DIVIDEND POLICY
Distributions are paid monthly to the limited partners holding common units of Realty Income, L.P., each on a per
unit basis that is 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 2023, our cash distributions to common stockholders totaled $2.11 billion, or approximately 115.9%
of estimated taxable income of $1.82 billion. Certain measures are available to us to reduce or eliminate our tax
exposure as a REIT, and accordingly, no provision for federal income taxes, other than our taxable REIT
subsidiaries (each, a "TRS"), has been made. 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 cash on hand and funds from operations are
sufficient to support our current level of cash distributions to our stockholders. We distributed $3.051 per share to
stockholders during 2023, representing 76.3% of our diluted Adjusted Funds from Operations Available to Common
Stockholders ("AFFO") per share of $4.00.
Future distributions will be at the discretion of our Board of Directors and will depend on, among other things, our
results of operations, Funds from Operations Available to Common Stockholders ("FFO"), Normalized Funds from
Operations Available to Common Stockholders ("Normalized FFO"), AFFO, cash flow from operations, financial
condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal
Revenue Code of 1986, as amended, 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 our common
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 TRSs) 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
up to 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 6.8% of the distributions to
our common stockholders, made or deemed to have been made in 2023, were classified as a return of capital for
federal income tax purposes.
36
The following is a comparison of our results of operations for the year ended December 31, 2023 compared
to the year ended December 31, 2022.
RESULTS OF OPERATIONS
Total Revenue
The following summarizes our total revenue (dollars in thousands):
Rental (excluding reimbursable)
Rental (reimbursable)
Other
Total revenue
Years ended December 31,
2023
2022
Change
$ 3,683,949 $ 3,114,972 $
568,977
274,201
120,843
184,685
44,024
89,516
76,819
$ 4,078,993 $ 3,343,681 $
735,312
Rental Revenue (excluding reimbursable)
The table below summarizes our rental revenue (excluding reimbursable) for the years ended December 31, 2023
and 2022 (dollars in thousands):
Properties acquired during 2023 & 2022
Same store rental revenue (1)
Constant currency adjustment (2)
Properties sold during and prior to 2023
Straight-line rent and other non-cash adjustments
Vacant rents, development and other (3)
Other excluded revenue (4)
Totals
Number of
Properties
2,608
10,498
N/A
312
N/A
352
N/A
Years ended December 31,
2023
2022
Change
$
808,797 $
184,684 $
624,113
2,851,747
2,799,549
(10,001)
(11,228)
5,246
(34,721)
60,097
2,784
30,371
20,871
83,266
7,459
52,198
1,227
(25,125)
(55,592)
(23,169)
(4,675)
$ 3,683,949 $ 3,114,972 $
568,977
(1) The same store rental revenue percentage increase for the year ended December 31, 2023 as compared to the same period in 2022 is 1.9%.
(2) For purposes of comparability, same store rental revenue is presented on a constant currency basis using the exchange rate as of December
31, 2023. None of the properties in France, Germany, Ireland, Italy, or Portugal met our same store pool definition for the periods presented.
(3) Relates to the aggregate of (i) rental revenue from 325 properties that were available for lease during part of 2023 or 2022, and (ii) rental
revenue for 27 properties under development or completed developments that do not meet our same store pool definition for the periods
presented.
(4) Primarily consists of reimbursements for tenant improvements and rental revenue that is not contractual base rent such as lease termination.
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
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 14,262 in-place leases in the portfolio, which excludes 270 vacant units, 11,717, or 82.2%, were under leases
that provide for increases in rents through: base rent increases tied to inflation (typically subject to ceilings),
percentage rent based on a percentage of the clients’ gross sales, fixed increases, or a combination of two or more
of the aforementioned rent provisions.
Rent based on a percentage of our client's gross sales, or percentage rent, was $14.8 million and $14.9 million for
the years ended December 31, 2023 and 2022, respectively, which represents less than 1% of rental revenue.
At December 31, 2023, our portfolio of 13,458 properties was 98.6% leased with 193 properties available for lease,
as compared to 99.0% leased with 126 properties available for lease at December 31, 2022. It has been our
experience that approximately 1% to 4% of our property portfolio will be available for lease at any given time;
however, it is possible that the number of properties available for lease or sale could increase in the future, given
the nature of economic cycles and other unforeseen global events.
37
Rental Revenue (reimbursable)
A number of our leases provide for contractually obligated reimbursements from clients for recoverable real estate
taxes and operating expenses. The increase in contractually obligated reimbursements by our clients for the year
ended December 31, 2023 as compared with the same period in 2022 is primarily due to higher recoverable real
estate tax taxes from overall portfolio growth.
Other Revenue
Other revenue primarily relates to interest income recognized on financing receivables for certain leases with
above-market terms and interest income recognized on client loans and preferred equity investments. The increase
in other revenue for the year ended December 31, 2023 as compared with the same period in 2022 is primarily due
to higher interest income on financing receivables of $60.9 million driven by an increase in recent sale-leaseback
transactions with above-market lease terms, in addition to an increase of $17.0 million from interest income earned
on new loans and preferred equity investments entered into during the year.
Total Expenses
The following summarizes our total expenses (in thousands):
Depreciation and amortization
Interest
Property (excluding reimbursable)
Property (reimbursable)
General and administrative
Provisions for impairment
Merger and integration-related costs
Total expenses
Total revenue (1)
General and administrative expenses as a percentage of total revenue (1)
Property expenses (excluding reimbursable) as a percentage of total revenue (1)
(1) Excludes rental revenue (reimbursable).
Years ended December 31,
2023
2022
Change
$ 1,895,177 $ 1,670,389 $ 224,788
730,423
42,763
274,201
144,536
87,082
14,464
465,223
265,200
41,645
184,685
138,459
25,860
13,897
1,118
89,516
6,077
61,222
567
$ 3,188,646 $ 2,540,158 $ 648,488
$ 3,804,792 $ 3,158,996
3.8 %
1.1 %
4.4 %
1.3 %
Depreciation and Amortization
The increase in depreciation and amortization for the year ended December 31, 2023 as compared with the same
period in 2022 is primarily due to overall portfolio growth from acquisitions.
Interest Expense
The following is a summary of the components of our interest expense (in thousands):
Interest on our credit facility, commercial paper, term loans, mortgages, senior unsecured notes
and bonds, and interest rate swaps
Credit facility commitment fees
Amortization of debt origination and deferred financing costs
(Gain) loss on interest rate swaps
Amortization of net mortgage premiums
Amortization of net note premiums
Capital lease obligation
Interest capitalized
Interest expense
Credit facility, commercial paper, term loans, mortgages and senior unsecured notes and
bonds
Average outstanding balances
Weighted average interest rates
38
Years ended December 31,
2023
2022
$
788,344 $
523,384
5,357
26,670
(7,189)
(12,803)
(60,657)
1,509
(10,808)
730,423 $
$
4,908
14,149
718
(13,622)
(62,989)
1,464
(2,789)
465,223
$ 20,537,222 $ 16,460,928
3.83 %
3.15 %
The increase in interest expense for the year ended December 31, 2023 as compared with the same period in 2022
is primarily due to higher average debt and weighted average interest. See notes to the accompanying consolidated
financial statements for additional information regarding our indebtedness.
Property Expenses (excluding reimbursable)
Property expenses (excluding reimbursable) consist of costs associated with properties available for lease, non-net-
leased properties and general portfolio expenses and include, but are not limited to, property taxes, maintenance,
insurance, utilities, property inspections and legal fees.
The increase in property expenses (excluding reimbursable) for the year ended December 31, 2023 as compared
with the same period in 2022 is primarily impacted by property tax and property management expenses.
Property Expenses (reimbursable)
Property expenses (reimbursable) consist of reimbursable property taxes and operating costs paid on behalf of our
clients. The increase in property expenses (reimbursable) for the year ended December 31, 2023 is proportional to
overall portfolio growth.
General and Administrative Expenses
General and administrative expenses are expenditures related to the operations of our company, including
employee-related costs, professional fees, and other general overhead costs associated with running our business.
The increase in general and administrative expenses for the year ended December 31, 2023 as compared with the
same period in 2022 is primarily due to higher payroll-related compensation costs associated with the growth of the
company.
Provisions for Impairment
Provisions for impairment consist of impairment on long-lived assets and allowances for credit losses on financing
receivables and loans.
The increase in impairment for the year ended December 31, 2023 as compared with the same period in 2022 is
primarily due to higher provisions for impairment associated with our real estate assets, summarized in the following
table (dollars in millions):
Carrying value prior to impairment
Less: total provisions for impairment (1)
Carrying value after impairment
(1) Excludes provision for current expected credit loss of $4.9 million at December 31, 2023.
Years ended December 31,
2023
2022
$
$
194.5 $
(82.2)
112.3 $
140.9
(25.9)
115.0
Merger and Integration-Related Costs
Merger and integration-related costs consist of advisory fees, attorney fees, accountant fees, and incremental and
non-recurring costs necessary to convert data and systems, retain employees, and otherwise enable us to operate
the acquired business or assets efficiently.
For the year ended December 31, 2023, we incurred $14.5 million of merger and integration-related costs, the
majority of which was related to the Spirit merger that closed in January 2024. For the year ended December 31,
2022, we incurred $13.9 million of merger and integration-related transaction costs in conjunction with our VEREIT
merger.
Gain on Sales of Real Estate
The following summarizes our property dispositions (dollars in millions):
Number of properties sold
Net sales proceeds
Gain on sales of real estate
39
Years ended December 31,
2023
2022
121
117.4 $
25.7 $
170
436.1
103.0
$
$
Foreign Currency and Derivative (Loss) Gain, Net
We borrow in the functional currencies of the countries in which we invest. Net foreign currency gain and loss are
primarily related to the remeasurement of intercompany debt from foreign subsidiaries. Derivative gain and loss
primarily relates to mark-to-market adjustments on derivatives that do not qualify for hedge accounting and
settlement of designated derivatives reclassified from Accumulated Other Comprehensive Income ("AOCI").
Foreign currency and derivative (loss) gain, net for the year ended December 31, 2023 was a loss of $13.4 million,
primarily due to foreign currency fluctuations related to the remeasurement of intercompany debt.
In June 2022, following the early prepayment of our Sterling-denominated intercompany loan receivable from our
consolidated foreign subsidiaries, we terminated the four cross-currency swaps used to hedge the foreign currency
exposure of the intercompany loan. As the hedge relationship was terminated and the future principal and interest
associated with the prepaid intercompany loan will not occur, $20.0 million gain was reclassified from AOCI to
'Foreign currency and derivative (loss) gain, net' during the year ended December 31, 2022. The reclassification
from AOCI was offset by $7.9 million in losses from the intercompany loan remeasurement on the final exchange.
Equity in Income and Impairment of Investment in Unconsolidated Entities
Equity in income for the year ended December 31, 2023 primarily relates to investments made in two
unconsolidated joint ventures during the fourth quarter of 2023. See note 5, Investments in Unconsolidated Entities,
to the consolidated financial statements for further details.
The loss for the year ended December 31, 2022 was primarily driven by an other than temporary impairment related
to the sale of three equity method investments acquired in our merger with VEREIT in November 2021.
Other Income, Net
Certain miscellaneous non-recurring revenue is included in 'other income, net'. The decrease of $6.7 million for the
year ended December 31, 2023 as compared with the same period in 2022 is primarily due to lower gains on
insurance proceeds from recoveries on property losses exceeding our carrying value.
Income Taxes
Income taxes primarily consist of international income taxes accrued or paid by us and our subsidiaries, as well as
state and local taxes. The increase in income taxes for the year ended December 31, 2023 as compared with the
same period in 2022 is primarily attributable to higher taxable income in the UK; partially offset by lower UK tax
rates.
40
CRITICAL ACCOUNTING POLICIES
Our consolidated financial statements have been prepared in accordance with U.S. 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 1, Summary of Significant Accounting Policies, to our
consolidated financial statements in this annual report on Form 10-K for the year ended December 31, 2023. In
order to prepare our consolidated financial statements according to the rules and guidelines set forth by U.S. GAAP,
many subjective judgments must be made with regard to critical accounting policies.
Allocation of the Purchase Price of Real Estate Acquisitions
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 and the value of in-place leases, as applicable. Additionally, above-
market rents on certain leases under which we are a lessor are accounted for as financing receivables amortizing
over the lease term, while below-market rents on certain leases under which we are a lessor are accounted for as
prepaid rent. 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 of the land,
building and improvements, and identified intangible assets and liabilities and is often based upon the various
characteristics of the market where the property is located. In addition, any assumed mortgages 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, client
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.
Provisions for Impairment - Real Estate Assets
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. 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, a fair value analysis is performed and,
to the extent the estimated fair value is less than the current book value, a provision for impairment is recorded to
reduce the book value to estimated fair value. Key inputs that we utilize in this analysis include projected rental
rates, estimated holding periods, capital expenditures, and property sales capitalization rates. If a property is held
for sale, it is carried at the lower of carrying cost or estimated fair value, less estimated cost to sell. The carrying
value of our real estate is the largest component of our consolidated balance sheets. Our strategy of primarily
holding properties, long-term, directly decreases the likelihood of their carrying values not being recoverable, thus
requiring the recognition of an impairment. However, if our strategy, or one or more of the above assumptions were
to change in the future, an impairment may need to be recognized. If events should occur that require us 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.
41
Table of Contents
NON-GAAP FINANCIAL MEASURES
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate ("Adjusted
EBITDAre")
Nareit established an EBITDA metric for real estate companies (i.e., EBITDA for real estate, or EBITDAre) it
believed would provide investors with a consistent measure to help make investment decisions among REITs. Our
definition of “Adjusted EBITDAre” is generally consistent with the Nareit definition, other than our adjustments to
remove foreign currency and derivative gain and loss, excluding gain and loss from the settlement of foreign
currency forwards not designated as hedges (which is consistent with our previous calculations of "Adjusted
EBITDA"). We define Adjusted EBITDAre, a non-GAAP financial measure, for the most recent quarter as earnings
(net income) before (i) interest expense, including non-cash loss (gain) on swaps, (ii) income and franchise taxes,
(iii) gain on extinguishment of debt, (iv) real estate depreciation and amortization, (v) provisions for impairment, (vi)
merger and integration-related costs, (vii) gain on sales of real estate, (viii) foreign currency and derivative gain and
loss, net, (ix) gain on settlement of foreign currency forwards, and (x) our proportionate share of adjustments from
unconsolidated entities. Our Adjusted EBITDAre may not be comparable to Adjusted EBITDAre reported by other
companies or as defined by Nareit, and other companies may interpret or define Adjusted EBITDAre differently than
we do. Management believes Adjusted EBITDAre to be a meaningful measure of a REIT’s performance because it
provides a view of our operating performance, analyzes our ability to meet interest payment obligations before the
effects of income tax, depreciation and amortization expense, provisions for impairment, gain on sales of real estate
and other items, as defined above, that affect comparability, including the removal of non-recurring and non-cash
items that industry observers believe are less relevant to evaluating the operating performance of a company. In
addition, EBITDAre is widely followed by industry analysts, lenders, investors, rating agencies, and others as a
means of evaluating the operational cash generating capacity of a company prior to servicing debt obligations.
Management also believes the use of an annualized quarterly Adjusted EBITDAre metric, which we refer to as
Annualized Adjusted EBITDAre, is meaningful because it represents our current earnings run rate for the period
presented. Annualized Adjusted EBITDAre and Annualized Pro Forma Adjusted EBITDAre, as defined below, are
also used to determine the vesting of performance share awards granted to executive officers. Annualized Adjusted
EBITDAre should be considered along with, but not as an alternative to net income as a measure of our operating
performance. We define Annualized Pro Forma Adjusted EBITDAre as Annualized Adjusted EBITDAre, subject to
certain adjustments to incorporate Adjusted EBITDAre from properties we acquired or stabilized during the
applicable quarter and to remove Adjusted EBITDAre from properties we disposed of during the applicable quarter,
and include transaction accounting adjustments in accordance with U.S. GAAP, giving pro forma effect to all
transactions as if they occurred at the beginning of the applicable period. Our calculation includes all adjustments
consistent with the requirements to present Adjusted EBITDAre on a pro forma basis in accordance with Article 11
of Regulation S-X. The Annualized Pro Forma Adjustments are consistent with the debt service coverage ratio
calculated under financial covenants for our senior unsecured notes. We believe Annualized Pro Forma Adjusted
EBITDAre is a useful non-GAAP supplemental measure, as it excludes properties that were no longer owned at the
balance sheet date and includes the annualized rent from properties acquired during the quarter. Management also
uses our ratios of net debt-to-Annualized Adjusted EBITDAre and net debt-to Annualized Pro Forma Adjusted
EBITDAre as measures of leverage in assessing our financial performance, which is calculated as net debt (which
we define as total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums
and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash
equivalents), divided by annualized quarterly Adjusted EBITDAre and annualized Pro Forma Adjusted EBITDAre,
respectively.
42
The following is a reconciliation of net income (which we believe is the most comparable U.S. GAAP measure) to
Adjusted EBITDAre and Annualized Pro Forma EBITDAre calculations for the periods indicated below (dollars in
thousands):
Three months ended December 31,
2023
2022
$
219,762
$
Net income
Interest
Loss on extinguishment of debt
Income taxes
Depreciation and amortization
Provisions for impairment
Merger and integration-related costs
Gain on sales of real estate
Foreign currency and derivative loss (gain), net
Gain on settlement of foreign currency forwards
Proportionate share of adjustments from unconsolidated entities
Quarterly Adjusted EBITDAre
Annualized Adjusted EBITDAre (1)
Annualized Pro Forma Adjustments
Annualized Pro Forma Adjusted EBITDAre
Total debt per the consolidated balance sheets, excluding deferred financing
costs and net premiums and discounts
Proportionate share of unconsolidated entities debt, excluding deferred
$
$
$
$
$
208,313
—
15,803
475,856
27,281
9,932
(5,992)
18,371
—
14,983
984,309
3,937,236
74,919
4,012,155
$
$
$
$
228,336
131,290
—
9,381
438,174
9,481
903
(9,346)
(2,692)
2,139
113
807,779
3,231,116
119,876
3,350,992
21,480,869
$
17,935,539
financing costs
Less: Cash and cash equivalents
Net Debt (2)
Net Debt/Annualized Adjusted EBITDAre
Net Debt/Annualized Pro Forma Adjusted EBITDAre
659,190
(232,923)
—
(171,102)
$
21,907,136
$
17,764,437
5.6x
5.5x
5.5x
5.3x
(1) We calculate Annualized Adjusted EBITDAre by multiplying the Quarterly Adjusted EBITDAre by four.
(2) Net Debt is total debt per our consolidated balance sheets, excluding deferred financing costs and net premiums and discounts, but including
our proportionate share of debt from unconsolidated entities, less cash and cash equivalents.
As described above, the Annualized Pro Forma Adjustments, which include transaction accounting adjustments in
accordance with U.S. GAAP, consist of adjustments to incorporate the Adjusted EBITDAre from properties we
acquired or stabilized during the applicable quarter and remove Adjusted EBITDAre from properties we disposed of
during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the
period, consistent with the requirements of Article 11 of Regulation S-X. The following table summarizes our
Annualized Pro Forma Adjusted EBITDAre calculation for the period indicated below (dollars in thousands):
Annualized pro forma adjustments from properties acquired or stabilized
Annualized pro forma adjustments from properties disposed
Annualized Pro forma Adjustments
Three months ended December 31,
2023
2022
$
$
77,012 $
(2,093)
74,919 $
120,408
(532)
119,876
43
FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS ("FFO") AND NORMALIZED
FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS ("Normalized FFO")
We define FFO, a non-GAAP measure, consistent with the National Association of Real Estate Investment Trusts'
definition, as net income available to common stockholders, plus depreciation and amortization of real estate
assets, plus provisions for impairments of depreciable real estate assets, and reduced by gain on property sales.
We define Normalized FFO, a non-GAAP financial measure, as FFO excluding merger and integration-related costs
related to our merger with VEREIT. We define diluted FFO and diluted normalized FFO as FFO and normalized FFO
adjusted for dilutive noncontrolling interests.
The following summarizes our FFO and Normalized FFO (dollars in millions, except per share data):
FFO available to common stockholders
FFO per common share (1)
Normalized FFO available to common stockholders
Normalized FFO per common share (1)
(1) All per share amounts are presented on a diluted per common share basis.
Years ended December 31,
2023
2022
% Change
$
$
$
$
2,822.1 $
2,471.9
4.07 $
4.04
2,836.6 $
2,485.8
4.09 $
4.06
14.2 %
0.7 %
14.1 %
0.7 %
44
The following is a reconciliation of net income available to common stockholders (which we believe is the most
comparable U.S. GAAP measure) to FFO and Normalized FFO. Also presented is information regarding
distributions paid to common stockholders and the weighted average number of common shares used for the basic
and diluted computation per share (dollars in thousands, except per share amounts):
Net income available to common stockholders
Depreciation and amortization
Depreciation of furniture, fixtures and equipment
Provisions for impairment of real estate
Gain on sales of real estate
Proportionate share of adjustments for unconsolidated entities (1)
FFO adjustments allocable to noncontrolling interests
FFO available to common stockholders
FFO allocable to dilutive noncontrolling interests
Diluted FFO
FFO available to common stockholders
Merger and integration-related costs
Normalized FFO available to common stockholders
Normalized FFO allocable to dilutive noncontrolling interests
Diluted Normalized FFO
FFO per common share:
Basic
Diluted
Normalized FFO per common share:
Basic
Diluted
Distributions paid to common stockholders
FFO available to common stockholders in excess of distributions paid to common
stockholders
Normalized FFO available to common stockholders in excess of distributions paid to
common stockholders
Weighted average number of common shares used for FFO and Normalized FFO:
Basic
Diluted
Years ended December 31,
2023
2022
$
872,309 $
1,895,177
(2,239)
82,208
(25,667)
4,205
(3,855)
869,408
1,670,389
(2,014)
25,860
(102,957)
12,812
(1,605)
$
$
$
$
$
$
$
$
$
$
$
$
2,822,138 $
2,471,893
5,552
3,979
2,827,690 $
2,475,872
2,822,138 $
2,471,893
14,464
13,897
2,836,602 $
2,485,790
5,552
3,979
2,842,154 $
2,489,769
4.08 $
4.07 $
4.10 $
4.09 $
4.04
4.04
4.06
4.06
2,111,793 $
1,813,432
710,345 $
658,461
724,809 $
672,358
692,298
694,819
611,766
613,473
(1) Includes an other than temporary impairment of $8.5 million recognized during the year ended December 31, 2022 on our investment in
unconsolidated entities, all of which were sold as of December 31, 2022.
We consider FFO and Normalized FFO to be appropriate supplemental measures of a REIT’s operating
performance as they are based on a net income analysis of property portfolio performance that adds back items
such as depreciation and impairments for FFO, and adds back merger and integration-related costs, for Normalized
FFO. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings
and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real
estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using
historical accounting for depreciation, could be less informative.
45
ADJUSTED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS ("AFFO")
We define AFFO, a non-GAAP measure, as FFO adjusted for unique revenue and expense items, which we believe
are not as pertinent to the measurement of our ongoing operating performance. We define diluted AFFO as AFFO
adjusted for dilutive noncontrolling interests.
The following summarizes our AFFO (dollars in millions, except per share data):
AFFO available to common stockholders
AFFO per common share (1)
(1) All per share amounts are presented on a diluted per common share basis.
Years ended December 31,
2023
2022
% Change
$
$
2,774.9 $
2,401.4
4.00 $
3.92
15.6 %
2.0 %
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. Our AFFO calculations may not be comparable to AFFO, CAD or FAD
reported by other companies, and other companies may interpret or define such terms differently than we do.
46
The following is a reconciliation of net income available to common stockholders (which we believe is the most
comparable U.S. GAAP measure) to Normalized FFO and AFFO. Also presented is information regarding
distributions paid to common stockholders and the weighted average number of common shares used for the basic
and diluted computation per share (dollars in thousands, except per share amounts):
Net income available to common stockholders
Cumulative adjustments to calculate Normalized FFO (1)
Normalized FFO available to common stockholders
Gain on extinguishment of debt
Amortization of share-based compensation
Amortization of net debt premiums and deferred financing costs (2)
Non-cash (gain) loss on interest rate swaps
Non-cash change in allowance for credit losses
Straight-line impact of cash settlement on interest rate swaps (3)
Leasing costs and commissions
Recurring capital expenditures
Straight-line rent and expenses, net
Amortization of above and below-market leases, net
Proportionate share of adjustments for unconsolidated entities
Other adjustments (4)
AFFO available to common stockholders
AFFO allocable to dilutive noncontrolling interests
Diluted AFFO
AFFO per common share:
Basic
Diluted
Distributions paid to common stockholders
AFFO available to common stockholders in excess of distributions paid to common
stockholders
Weighted average number of common shares used for computation per share:
Basic
Diluted
Years ended December 31,
2023
2022
$
872,309 $
1,964,293
2,836,602
—
26,227
(44,568)
(7,189)
4,874
7,190
(9,878)
(331)
869,408
1,616,382
2,485,790
(367)
21,617
(67,150)
718
—
1,558
(5,236)
(587)
(141,130)
(120,252)
79,101
932
23,040
63,243
(4,239)
26,264
2,774,870 $
2,401,359
5,540
4,033
2,780,410 $
2,405,392
4.01 $
4.00 $
3.93
3.92
2,111,793 $
1,813,432
663,077 $
587,927
692,298
694,819
611,766
613,473
$
$
$
$
$
$
(1) See reconciling items for Normalized FFO presented under “Funds from Operations Available to Common Stockholders ("FFO") and
Normalized Funds from Operations Available to Common Stockholders ("Normalized FFO")".
(2) Includes the amortization of net premiums on notes payable and assumption of our mortgages payable, which are being amortized over the life
of the applicable debt, and costs incurred and capitalized upon issuance and exchange of our notes payable, assumption of our mortgages
payable and issuance of our term loans, which are also being amortized over the lives of the applicable debt. No costs associated with our
credit facility agreements or annual fees paid to credit rating agencies have been included.
(3) Represents the straight-line amortization of $72.0 million gain realized upon the termination of $500.0 million in notional interest rate swaps in
October 2022, over the term of the $750.0 million of 5.625% senior unsecured notes due October 2032.
(4) Includes non-cash foreign currency losses (gains) from remeasurement to USD, mark-to-market adjustments on investments and derivatives
that are non-cash in nature, straight-line payments from cross-currency swaps, obligations related to financing lease liabilities, and
adjustments allocable to noncontrolling interests.
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 U.S. GAAP performance metric to which AFFO should be
reconciled is net income available to common stockholders.
47
Presentation of the information regarding FFO, Normalized FFO, and AFFO is intended to assist the reader in
comparing the operating performance of different REITs, although it should be noted that not all REITs calculate
FFO, Normalized FFO, and AFFO in the same way, so comparisons with other REITs may not be meaningful.
Furthermore, FFO, Normalized FFO, and AFFO are not necessarily indicative of cash flow available to fund cash
needs and should not be considered as alternatives to net income as an indication of our performance. FFO,
Normalized FFO, and AFFO should not be considered as alternatives to reviewing our cash flows from operating,
investing, and financing activities. In addition, FFO, Normalized FFO, and AFFO should not be considered as
measures of liquidity, our ability to make cash distributions, or our ability to pay interest payments.
Item 7A:
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to economic risks from interest rates and foreign currency exchange rates. A portion of these risks
is hedged, but the risks may affect our financial statements.
Interest Rates
We are exposed to interest rate changes primarily as a result of our credit facility and commercial paper programs,
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, interest rate swaptions, interest rate locks 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.
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, 2023. This information is presented to
evaluate the expected cash flows and sensitivity to interest rate changes (dollars in millions):
Expected Maturity Data
The following table summarizes the maturity of our debt as of December 31, 2023 (dollars in millions):
Year of Principal Due
Fixed rate
debt
Weighted average rate
on fixed rate debt
Variable rate
debt
Weighted average rate
on variable rate debt
2024
2025
2026
2027
2028
Thereafter
Totals (4)
Fair Value (5)
$
1,840.5 (1)
4.48 % $
764.4
1,094.0
2,669.0 (2)
2,050.1
2,051.1
10,511.8
20,216.5
19,250.2
$
$
4.23 %
4.18 %
2.66 %
3.43 %
3.91 %
—
500.0 (3)
—
—
—
3.84 % $
1,264.4
$
1,264.3
4.37 %
—
3.05 %
—
—
—
3.85 %
(1) In conjunction with our $250.0 million senior unsecured term loan, which matures in March 2024, we entered into an interest rate swap, and as
of December 31, 2023, the effective interest rate on this term loan, after giving effect to the interest rate swap, was 3.8%.
(2) The maturity date for our 2023 term loans reflects the closing of our previous twelve-month extension option and assumes the additional
twelve-month extension available at the company's option is exercised. In conjunction with closing, we executed one-year variable-to-fixed
interest rate swaps, which fix our per annum interest rate at 5.0% over the initial term. Accordingly, the 2023 term loans have been presented
as fixed rate debt as of December 31, 2023 in the table above.
(3) In January 2023, we issued $500.0 million of 5.05% senior unsecured notes due January 13, 2026, which were callable at par beginning on
January 13, 2024. In conjunction with the pricing of these senior unsecured notes due January 2026, we executed three-year, fixed-to-variable
interest rate swaps totaling $500.0 million, which are subject to the counterparties' right to terminate the swaps at any time following the 2026
notes par call date.
(4) Excludes net premiums and discounts recorded on mortgages payable, net premiums recorded on notes payable, deferred financing costs on
term loans, mortgages payable, notes payable, and the basis adjustment on interest rate swaps designated as fair value hedges on notes
payable.
48
(5) We base the estimated fair value of our fixed rate mortgages and private senior notes payable at December 31, 2023, on the relevant forward
interest rate curve, plus an applicable credit-adjusted spread. We base the estimated fair value of the publicly traded fixed rate senior notes
and bonds at December 31, 2023, on the indicative market prices and recent trading activity of our senior notes and bonds payable. We
believe that the carrying values of the line of credit, commercial paper borrowings, and term loan balances reasonably approximate their
estimated fair values at December 31, 2023.
The table above incorporates only those exposures that exist as of December 31, 2023. 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.
At December 31, 2023, our outstanding mortgages payable, notes, and bonds had fixed interest rates. Interest on
our credit facility and commercial paper borrowings and term loans is variable. However, the variable interest rate
feature on our term loans have been mitigated by interest rate swap agreements. At December 31, 2023, a 1%
change in interest rates on our variable-rate debt would change our interest costs by $12.6 million.
Foreign Currency Exchange Rates
We are exposed to foreign currency exchange variability related to investments in and earnings from our foreign
investments. Foreign currency market risk is the possibility that our results of operations or financial position could
be better or worse than planned because of changes in foreign currency exchange rates. We primarily hedge our
foreign currency risk by borrowing in the currencies in which we invest thereby providing a natural hedge. We
continuously evaluate and manage our foreign currency risk through the use of derivative financial instruments,
including currency exchange swaps, and foreign currency forward contracts with financial counterparties where
practicable. Such derivative instruments are viewed as risk management tools and are not used for speculative or
trading purposes. Additionally, our inability to redeploy rent receipts from our international operations on a timely
basis subjects us to foreign exchange risk.
49
Item 8: Financial Statements and Supplementary Data
Table of Contents
A.
B.
C.
D.
E.
F.
G.
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets, December 31, 2023 and 2022
Consolidated Statements of Income and Comprehensive Income, Years ended
December 31, 2023, 2022, and 2021
Consolidated Statements of Equity, Years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Cash Flows, Years ended December 31, 2023, 2022, and 2021
Notes to Consolidated Financial Statements
Schedule III Real Estate and Accumulated Depreciation
Schedules not filed: All schedules, other than that indicated in the Table of Contents, have been
omitted as the required information is either not material, inapplicable or the information is
presented in the financial statements or related notes.
50
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Realty Income Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Realty Income Corporation and subsidiaries
(the Company) as of December 31, 2023 and 2022, the related consolidated statements of income and
comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31,
2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the
years in the three-year period ended December 31, 2023, 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, 2023, based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated February 21, 2024 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 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 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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that: (1)
relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Evaluation of the Fair Value of Land in Real Estate Acquisitions
As discussed in Note 4 to the consolidated financial statements, during 2023 the Company acquired $8.2
billion of real estate properties. As discussed in Note 1, the purchase price of a real estate acquisition is
typically allocated among the individual components of both tangible and intangible assets and liabilities
acquired based on their estimated relative fair values.
We identified the evaluation of the fair value of land in real estate acquisitions as a critical audit matter.
Specifically, the measurement of the fair values of land is dependent upon significant assumptions of market
land values for which relevant external market data is not always readily available. Subjective and complex
auditor judgment was required in evaluating the fair value measurements given the sensitivity of the fair
value measurements to changes in these assumptions.
51
The following are the primary procedures we performed to address this critical audit matter. We evaluated
the design and tested the operating effectiveness of certain internal controls over the Company’s process to
allocate the purchase price of real estate acquisitions. This included controls over the measurement of the
fair value of land. For a selection of real estate acquisitions, we involved valuation professionals with
specialized skills and knowledge who assisted in evaluating a selection of the Company’s acquired land
values by comparing them to independently developed ranges using market data from industry transaction
databases and published industry reports.
/s/ KPMG LLP
We have served as the Company’s auditor since 1993.
San Diego, California
February 21, 2024
52
Report of Independent Registered Public Accounting Firm
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, 2023, based on criteria established in Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related
consolidated statements of income and comprehensive income, equity, and cash flows for each of the years in the
three-year period ended December 31, 2023, and the related notes and financial statement schedule III (collectively,
the consolidated financial statements), and our report dated February 21, 2024 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 21, 2024
/s/ KPMG LLP
53
REALTY INCOME CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
December 31, 2023
December 31, 2022
ASSETS
Real estate held for investment, at cost:
Land
Buildings and improvements
Total real estate held for investment, at cost
Less accumulated depreciation and amortization
Real estate held for investment, net
Real estate and lease intangibles held for sale, net
Cash and cash equivalents
Accounts receivable, net
Lease intangible assets, net
Goodwill
Investment in unconsolidated entities
Other assets, net
Total assets
LIABILITIES AND EQUITY
Distributions payable
Accounts payable and accrued expenses
Lease intangible liabilities, net
Other liabilities
Line of credit payable and commercial paper
Term loan, net
Mortgages payable, net
Notes payable, net
Total liabilities
Commitments and contingencies (Note 20)
Stockholders’ equity:
Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares
authorized, 752,460 and 660,300 shares issued and outstanding as of
December 31, 2023, and December 31, 2022, respectively
Distributions in excess of net income
Accumulated other comprehensive income
Total stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
$
14,929,310 $
$
$
34,657,094
49,586,404
(6,072,118)
43,514,286
31,466
232,923
710,536
5,017,907
3,731,478
1,172,118
3,368,643
57,779,357 $
195,222 $
738,526
1,406,853
811,650
764,390
1,331,841
821,587
18,602,319
24,672,388
39,629,709
(6,762,136)
73,894
32,941,467
165,502
33,106,969
$
57,779,357 $
12,948,835
29,707,751
42,656,586
(4,904,165)
37,752,421
29,535
171,102
543,237
5,168,366
3,731,478
—
2,276,953
49,673,092
165,710
399,137
1,379,436
774,787
2,729,040
249,755
853,925
14,278,013
20,829,803
34,159,509
(5,493,193)
46,833
28,713,149
130,140
28,843,289
49,673,092
The accompanying notes to consolidated financial statements are an integral part of these statements.
54
REALTY INCOME CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands, except per share amounts)
REVENUE
Rental (including reimbursable)
Other
Total revenue
EXPENSES
Depreciation and amortization
Interest
Property (including reimbursable)
General and administrative
Provisions for impairment
Merger and integration-related costs
Total expenses
Gain on sales of real estate
Foreign currency and derivative (loss) gain, net
Gain (loss) on extinguishment of debt
Equity in income and impairment of investment in unconsolidated
entities
Other income, net
Income before income taxes
Income taxes
Net income
Net income attributable to noncontrolling interests
Years ended December 31,
2023
2022
2021
$
3,958,150 $
3,299,657 $
2,064,958
120,843
44,024
15,505
4,078,993
3,343,681
2,080,463
1,895,177
1,670,389
730,423
316,964
144,536
87,082
14,464
465,223
226,330
138,459
25,860
13,897
897,835
323,644
133,605
96,980
38,967
167,413
3,188,646
2,540,158
1,658,444
25,667
102,957
(13,414)
(13,311)
55,798
710
—
367
(97,178)
2,546
23,789
928,935
(6,448)
30,511
917,599
1,106
9,949
392,404
(52,021)
(45,183)
(31,657)
876,914
872,416
360,747
(4,605)
(3,008)
(1,291)
Net income available to common stockholders
$
872,309 $
869,408 $
359,456
Amounts available to common stockholders per common share:
Net income, basic and diluted
$
1.26 $
1.42 $
0.87
Weighted average common shares outstanding:
Basic
Diluted
692,298
693,024
611,766
612,181
414,535
414,770
Net income available to common stockholders
$
872,309 $
869,408 $
359,456
Total other comprehensive gain
Foreign currency translation adjustment
Unrealized (loss) gain on derivatives, net
Total other comprehensive gain
Comprehensive income available to common stockholders
64,326
(55,154)
(37,265)
97,054
27,061 $
41,900 $
9,119
50,448
59,567
899,370 $
911,308 $
419,023
$
$
The accompanying notes to consolidated financial statements are an integral part of these statements.
55
REALTY INCOME CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands)
Years ended December 31, 2023, 2022 and 2021
Balance, December 31, 2020
361,303 $ 14,700,050 $ (3,659,933) $
(54,634) $ 10,985,483 $
32,247 $ 11,017,730
Shares of
common
stock
Common
stock and
paid in
capital
Distributions
in excess of
net income
Accumulated
other
comprehensive
income (loss)
Total
stockholders’
equity
Noncontrolling
interests
Total
equity
Net income
Other comprehensive income
Shares issued in merger
Orion Divestiture
Distributions paid and payable
Share issuances, net of costs
Contributions by noncontrolling interests
Reallocation of equity
Share-based compensation, net
Balance, December 31, 2021
Net income
Other comprehensive income
Distributions paid and payable
Share issuances, net of costs
Contributions by noncontrolling interests
Reallocation of equity
Share-based compensation, net
Balance, December 31, 2022
Net income
Other comprehensive income
Distributions paid and payable
Contributions by noncontrolling interests
Share issuance, net of costs
Share-based compensation, net
Balance, December 31, 2023
—
—
—
—
162,044
11,556,715
359,456
—
—
—
(1,140,769)
—
—
—
(1,230,094)
67,777
4,453,953
—
—
138
—
42
8,221
—
—
—
—
—
59,567
359,456
59,567
1,291
—
360,747
59,567
—
—
—
—
—
—
—
11,556,715
3,160
11,559,875
(1,140,769)
(1,230,094)
(1,352)
(1,142,121)
(1,868)
(1,231,962)
4,453,953
—
4,453,953
—
42
8,221
43,390
(42)
—
43,390
—
8,221
591,262 $ 29,578,212 $ (4,530,571) $
4,933 $ 25,052,574 $
76,826 $ 25,129,400
—
—
—
—
—
—
869,408
—
(1,832,030)
68,876
4,570,766
—
—
162
—
(3,210)
13,741
—
—
—
—
—
41,900
869,408
41,900
3,008
—
872,416
41,900
—
—
—
—
—
(1,832,030)
(4,125)
(1,836,155)
4,570,766
—
4,570,766
—
(3,210)
13,741
51,221
3,210
51,221
—
—
13,741
660,300 $ 34,159,509 $ (5,493,193) $
46,833 $ 28,713,149 $
130,140 $ 28,843,289
—
—
—
—
—
—
—
—
91,902
5,450,982
258
19,218
872,309
—
(2,141,252)
—
—
—
—
27,061
872,309
27,061
4,605
—
876,914
27,061
—
—
—
—
(2,141,252)
(9,340)
(2,150,592)
—
40,097
40,097
5,450,982
19,218
—
—
5,450,982
19,218
752,460 $ 39,629,709 $ (6,762,136) $
73,894 $ 32,941,467 $
165,502 $ 33,106,969
The accompanying notes to consolidated financial statements are an integral part of these statements.
56
REALTY INCOME CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years ended December 31,
2023
2022
2021
$
876,914 $
872,416 $
360,747
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
Adjustments to net income:
Depreciation and amortization
Amortization of share-based compensation
Non-cash revenue adjustments
(Gain) loss on extinguishment of debt
Amortization of net premiums on mortgages payable
Amortization of net premiums on notes payable
Amortization of deferred financing costs
(Gain) loss on interest rate swaps
Foreign currency and unrealized derivative loss, net
Gain on sales of real estate
Equity in income and impairment of investment in unconsolidated entities
Distributions from unconsolidated entities
Provisions for impairment
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
Investment in unconsolidated entities
Investment in loans
Proceeds from sales of real estate
Return of investment from unconsolidated entities
Net proceeds from sale of unconsolidated entities
Proceeds from note receivable
Insurance proceeds received
Non-refundable escrow deposits
Net cash paid in merger
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Cash distributions to common stockholders
Borrowings on line of credit and commercial paper programs
Payments on line of credit and commercial paper programs
Proceeds from term loan
Proceeds from notes payable issued
Principal payment on notes payable
Principal payments on mortgages payable
Payments upon extinguishment of debt
Proceeds from common stock offerings, net
Proceeds from dividend reinvestment and stock purchase plan
Distributions to noncontrolling interests
Net receipts on derivative settlements
Debt issuance costs
Net cash received from Orion Divestiture
Other items, including shares withheld upon vesting
Net cash provided by financing activities
1,895,177
26,227
(62,029)
—
(12,803)
(60,657)
26,670
(7,189)
37,776
(25,667)
(2,546)
5,807
87,082
(111,286)
285,293
2,958,769
(8,053,595)
(68,692)
(1,179,306)
(201,621)
117,354
3,927
—
—
27,279
(200)
—
(9,354,854)
(2,111,793)
77,338,040
(79,398,193)
1,029,383
4,239,745
—
(22,015)
—
5,439,462
11,519
(7,725)
7,853
(81,898)
—
(7,022)
6,437,356
24,023
65,294
226,881
292,175 $
1,670,389
21,617
(57,009)
(367)
(13,622)
(62,989)
15,613
718
220,948
(102,957)
6,448
1,605
25,860
(29,524)
(5,290)
2,563,856
(8,886,436)
(95,514)
—
—
436,115
1,401
108,088
5,867
49,070
(5,667)
—
(8,387,076)
(1,813,431)
28,539,299
(27,434,617)
—
2,154,662
—
(312,234)
—
4,556,028
11,654
(3,935)
79,763
(34,156)
—
(4,790)
5,738,243
(20,511)
(105,488)
332,369
226,881 $
897,835
41,773
(23,380)
97,178
(3,498)
(10,349)
12,333
2,905
27,223
(55,798)
(1,106)
365
38,967
(38,292)
(24,714)
1,322,189
(6,313,076)
(19,080)
—
—
250,536
38,345
—
—
—
(28,390)
(366,030)
(6,437,695)
(1,169,026)
9,082,206
(7,508,332)
—
1,033,387
(1,700,000)
(66,575)
(96,583)
4,442,725
11,232
(1,707)
3,266
(13,405)
593,484
(33,552)
4,577,120
20,076
(518,310)
850,679
332,369
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) 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 18, Supplemental Disclosures of Cash Flow Information.
The accompanying notes to consolidated financial statements are an integral part of these statements.
57
REALTY INCOME CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2023
1.
Summary of Significant Accounting Policies
Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”) was founded in 1969 and is
organized as a Maryland corporation. We invest in commercial real estate and have elected to be taxed as a real
estate investment trust ("REIT"). We are listed on the New York Stock Exchange ("NYSE") under the symbol “O”.
As of December 31, 2023, we owned or held interests in a diversified portfolio of 13,458 properties located in all 50
states of the United States ("U.S."), Puerto Rico, the United Kingdom ("U.K."), France, Germany, Ireland, Italy,
Portugal, and Spain, with approximately 272.1 million square feet of leasable space.
Information with respect to number of properties, leasable square feet, average initial lease term and initial weighted
average cash yield is unaudited.
Basis of Presentation. These consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S. GAAP"). Intercompany accounts
and transactions are eliminated in consolidation. The U.S. Dollar ("USD") is our reporting currency. Unless
otherwise indicated, all dollar amounts are expressed in USD.
For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements
into USD at the time we consolidate those subsidiaries’ financial statements. Generally, assets and liabilities are
translated at the exchange rate in effect at the balance sheet date. The resulting translation adjustments are
included in 'Accumulated other comprehensive income', ("AOCI"), on our consolidated balance sheets. Certain
balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate.
Income statement accounts are translated using the average exchange rate for the period.
We and certain of our consolidated subsidiaries have intercompany and third-party debt that is not denominated in
our functional currency. When the debt is remeasured to the functional currency of the entity, a gain or loss can
result. The resulting adjustment is reflected in 'Foreign currency and derivative (loss) gain, net' in our consolidated
statements of income and comprehensive income. In the statement of cash flows, cash flows denominated in
foreign currencies are translated using the exchange rates in effect at the time of the respective cash flows or at
average exchange rates for the period, depending on the nature of the cash flow items.
Principles of Consolidation. These consolidated financial statements include the accounts of Realty Income and
all other entities in which we have a controlling financial interest. We evaluate whether we have a controlling
financial interest in an entity in accordance with Accounting Standards Codification ("ASC") 810, Consolidation.
Voting interest entities ("VOEs") are entities considered to have sufficient equity at risk and which the equity holders
have the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the
entity’s activities. We consolidate voting interest entities in which we have a controlling financial interest, which we
typically have through holding of a majority of the entity’s voting equity interests.
Variable interest entities ("VIEs") are entities that lack sufficient equity at risk or where the equity holders either do
not have the obligation to absorb losses, do not have the right to receive residual returns, do not have the right to
make decisions about the entity’s activities, or some combination of the above. A controlling financial interest in a
VIE is present when an entity has a variable interest, or a combination of variable interests, that provides the entity
with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance
and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially
be significant to the VIE. An entity that meets both conditions above is deemed the primary beneficiary and
consolidates the VIE. We reassess our initial evaluation of whether an entity is a VIE when certain reconsideration
events occur. We reassess our determination of whether we are the primary beneficiary of a VIE on an ongoing
basis based on current facts and circumstances.
At December 31, 2023, we are considered the primary beneficiary of Realty Income, L.P. and certain investments,
including investments in joint ventures. Below is a summary of selected financial data of such consolidated VIEs,
included on our consolidated balance sheets at December 31, 2023 and 2022 (in thousands):
58
Net real estate
Total assets
Total liabilities
December 31, 2023
December 31, 2022
$
$
$
2,866,272 $
3,588,720 $
134,366 $
920,032
1,082,346
60,127
The portion of a consolidated entity not owned by us is recorded as a noncontrolling interest. Noncontrolling
interests are reflected on our consolidated balance sheets as a component of equity. Noncontrolling interests that
were created or assumed as part of a business combination or asset acquisition were recognized at fair value as of
the date of the transaction (see note 12, Noncontrolling Interests).
Reclassification. Certain prior period amounts have been reclassified to conform to the current year presentation.
Value-added tax receivable is included in 'Other assets, net', on our consolidated balance sheets. Previously, this
was categorized as 'Accounts receivable, net' on our consolidated balance sheets.
Use of Estimates. The consolidated financial statements were prepared in conformity with U.S. 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
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. For more detail, see note
17, Net Income per Common Share.
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. 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 U.S.
Internal Revenue 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.
Income Taxes. We have elected to be taxed as a REIT, under the Internal Revenue Code of 1986, as amended.
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 in the U.S., we generally will not be required to pay U.S. 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 ("TRS"). A TRS is a
subsidiary of a REIT that is subject to federal, state and local income taxes, as applicable. Our use of TRS entities
enables us to engage in certain business activities while complying with the REIT qualification requirements and to
retain any income generated by these businesses for reinvestment without the requirement to distribute those
earnings. For our international territories, we are liable for taxes in the United Kingdom and Spain. Accordingly,
provisions have been made for U.K. and Spain income taxes. Therefore, the income taxes recorded on our
consolidated statements of income and comprehensive income represent amounts accrued or paid by Realty
Income and its subsidiaries for U.S. income taxes on our TRS entities, city and state income and franchise taxes,
and income taxes for the U.K. and Spain.
Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for
financial reporting purposes primarily 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.
59
We regularly analyze our various international, 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 tax positions have been recorded on our consolidated
financial statements.
Lease Revenue Recognition and Accounts Receivable. The majority of our 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 our client’s sales, or percentage rent, is
recognized only after our client exceeds their sales breakpoint. Rental increases based upon changes in the
consumer price indices are recognized only after the changes in the indexes have occurred and are then applied
according to the lease agreements. Contractually obligated rental revenue from our clients for recoverable real
estate taxes and operating expenses are included in contractually obligated reimbursements by our clients, a
component of rental revenue, in the period when such costs are incurred. Taxes and operating expenses paid
directly by our clients are recorded on a net basis.
Other revenue includes certain property-related revenue not included in rental revenue and interest income
recognized on financing receivables for certain leases with above-market terms.
We assess the probability of collecting substantially all of the lease payments to which we are entitled under the
original lease contract as required under ASC 842, Leases. We assess the collectability of our future lease
payments based on an analysis of creditworthiness, economic trends and other facts and circumstances related to
the applicable clients. If we conclude the collection of substantially all of lease payments under a lease is less than
probable, rental revenue recognized for that lease is limited to cash received going forward, existing operating lease
receivables, including those related to straight-line rental revenue, must be written off as an adjustment to rental
revenue, and no further operating lease receivables are recorded for that lease until such future determination is
made that substantially all lease payments under that lease are now considered probable. If we subsequently
conclude that the collection of substantially all lease payments under a lease is probable, a reversal of lease
receivables previously written off is recognized.
Loans Receivable. The loans we acquired during 2023 are classified as held for investment and are carried at their
amortized cost basis. We recognize interest income on loans receivable using the effective-interest method. Direct
costs associated with originating loans, along with any premium or discount, are deferred and amortized as an
adjustment to interest income over the term of the loan using the effective interest method. When management
identifies the full recovery of the contractually specified payments of principal and interest of a loan is less than
probable, we evaluate the expected loss amount and place it on non-accrual status. We made the accounting policy
election to record accrued interest on our loan portfolio separate from our loan receivable and other lending
investments. These loans and the related interest receivable are presented in 'Other assets, net' on our
consolidated balance sheets.
Allowance for Credit Losses. The allowance for credit losses, which is recorded as a reduction to loans receivable
and financing receivable within 'Other assets, net' on our consolidated balance sheets, is measured using a
probability of default method based on our client's respective credit ratings and the expected value of the underlying
collateral upon its repossession. Included in our model are factors that incorporate forward-looking information.
Allowance for credit losses is presented in 'Provisions for impairment' in our consolidated statements of income and
comprehensive income.
During the year ended December 31, 2023, we recognized a provision for credit losses of $4.9 million, which
includes $2.5 million of allowances on loans receivable and $2.4 million of allowances on financing receivables.
Gain on Sales of Real Estate. When real estate is sold, the carrying amount of the applicable assets is
derecognized with a corresponding gain from the sale recognized in our consolidated statements of income and
comprehensive income. We record a gain on sale of real estate pursuant to provisions under ASC 610-20, Gains
and Losses from the Derecognition of Nonfinancial Assets. We determine whether we would have a controlling
financial interest in the property after the sale. 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. We evaluate whether or not substantially all of the
value of acquired assets is concentrated in a single identifiable asset or group of identifiable assets to determine
whether a transaction is accounted for as an asset acquisition or a business combination. A majority of our
60
acquisitions qualify as asset acquisitions, and the transaction costs associated with those acquisitions are
capitalized. On the other hand, we expense the transaction costs and categorize them as merger and integration-
related costs on our consolidated statements of income and comprehensive income for transactions that qualify as
a business combination. For business combinations, we recognize the amount of any purchase consideration that
exceeds the fair value of all identified assets acquired and liabilities assumed as goodwill and may record
measurement period adjustments within one year of the acquisition date as permitted under ASC 805, Business
Combinations.
For asset acquisitions, we 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, as applicable. Additionally, above-market rents on certain leases
under which we are a lessor are accounted for as financing receivables amortizing over the lease term, while below-
market rents on certain leases under which we are a lessor are accounted for as prepaid rent. 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 values of the land, building and improvements, and identified
intangible assets and liabilities, utilizing market-based evidence and commonly applied valuation approaches. In
addition, any assumed notes payable or mortgages 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, client 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.
Our estimated fair value determinations are based on management’s judgment, utilizing various factors, including:
market land and building values, market rental rates, discount rates and capitalization rates. Our methodology for
measuring and allocating the fair value of real estate acquisitions includes both observable market data
(categorized as level 2 on the three-level valuation hierarchy of ASC 820, Fair Value Measurement), and
unobservable inputs that reflect our own internal assumptions (categorized as level 3 under ASC 820). Given the
significance of the unobservable inputs we believe the allocations of fair value of real estate acquisitions should be
categorized as level 3 under ASC 820. From time to time, we have used, and may continue to use, the assistance of
independent third parties specializing in real estate valuations to prepare our purchase price allocations.
The allocation of tangible assets (which includes land and buildings/improvements) of an acquired property with an
in-place lease is based upon relative fair value. Land is typically valued utilizing the sales comparison (or market)
approach. Buildings and improvements are typically valued under the replacement cost approach. 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
assumed contract term of the lease. The value of in-place leases is determined by our estimated costs related to
acquiring a client and the carrying costs that would be incurred over the vacancy period to locate a client if the
property were vacant, considering market conditions and costs to execute similar leases at the time of acquisition.
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 and comprehensive 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.
Real Estate and Lease Intangibles Held for Sale. We generally reclassify assets to held for sale when the
disposition has been approved, there are no known contingencies relating to the sale and the consummation of the
disposition is considered probable within one year. Upon classifying a real estate investment as held for sale, we will
no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are
recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets.
Twenty-nine properties were classified as held for sale at December 31, 2023.
If circumstances arise that we previously considered unlikely and, as a result, we decide not to sell a property
previously classified as held for sale, we will reclassify the property as held for investment. We measure and record
61
a property that is reclassified as held for investment at the lower of (i) its carrying value 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 estimated fair value at the date of the subsequent
decision not to sell.
Investment in Unconsolidated Entities. Investments in unconsolidated entities of which we are not considered the
primary beneficiary, include VIEs and are accounted for using the equity method as we have the ability to exercise
significant influence over operating and financing policies of these investments. We initially recognize the fair value
of our contribution as an equity method investment. We subsequently adjust these balances for our proportionate
share of net earnings/losses of the entities, distributions received and contributions made. Transaction costs related
to the formation of equity method investments are also capitalized, resulting in a basis difference. This basis
difference is amortized over the estimated useful life of the respective underlying assets and/or liabilities. The
carrying value of our investment is included in 'Investment in unconsolidated entities' on our consolidated balance
sheets. We record our proportionate share of net income from the unconsolidated entities in 'Equity in income and
impairment of investment in unconsolidated entities' in our consolidated statements of income and comprehensive
income. With regard to distributions from unconsolidated entities, we have elected the nature of distribution
approach as the information is available to us to determine the nature of the underlying activity that generated the
distributions. In accordance with such approach, cash flows generated from the operations of an unconsolidated
entity are classified as a return on investment (cash inflow from operating activities) and cash flows that are
generated from other activities, such as property sales, debt refinancing or sale and redemptions of our investments
of our investments are classified as a return of investment (cash inflow from investing activities). Our contribution to
the unconsolidated entities or any distributions from them as returns of investment are classified as investing
activities.
Our investment in unconsolidated entities includes preferred interests. Upon acquisition, we assess whether such
investment should be considered debt or equity securities based on investment terms. As of December 31, 2023,
our investment balance includes preferred interests classified as equity securities without a readily determinable fair
value, for which we elect to apply the measurement alternative and record the value of the investment at cost, less
any applicable impairment.
Goodwill. Upon the closing of a business combination, after identifying all tangible and intangible assets and
liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed,
respectively, represents goodwill.
Deferred Financing Costs. Deferred financing costs represent commitment fees, legal fees and other costs
associated with obtaining or originating financing. Deferred financing costs, other than those associated with the line
of credit, are presented on our consolidated balance sheets as a direct deduction from the carrying amount of the
related debt liability. Deferred financing costs related to the line of credit are included in 'other assets, net' in the
accompanying consolidated balance sheets. These costs are amortized to interest expense over the terms of the
respective financing agreements that approximates the effective interest method.
Depreciation and Amortization. Land, buildings and improvements are recorded and stated at cost. Major
replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over
their estimated useful lives, while ordinary repairs and maintenance are expensed as incurred. Buildings and
improvements that are under redevelopment, or are being developed, are carried at cost and no depreciation is
recorded on these assets. Additionally, amounts essential to the development of the property, such as pre-
construction, development, construction, interest and other costs incurred during the period of development are
capitalized. We cease capitalization when the property is available for occupancy upon substantial completion of
property improvements to accommodate the client's use, 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:
62
Buildings
Building improvements
Equipment
Lease commissions and property improvements to
25 to 35 years
4 to 35 years
5 to 25 years
The shorter of the term of the related lease or useful life
accommodate the client's use
Acquired in-place leases
Remaining terms of the respective leases
flows (undiscounted and without
Provisions for Impairment - Real Estate Assets. 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. If estimated future
operating cash
interest charges) plus estimated disposition proceeds
(undiscounted) are less than the current book value of the property, a fair value analysis is performed and, to the
extent the estimated fair value is less than the current book value, a provision for impairment is recorded to reduce
the book value to estimated fair value. Key assumptions that we utilize in this analysis include projected rental rates,
estimated holding periods, capital expenditures and property sales capitalization rates. For further details, see note
13, Fair Value Measurements.
Provisions for Impairment - Goodwill. Goodwill is not amortized, but is subject to impairment reviews annually, or
more frequently if necessary. Goodwill is qualitatively assessed to determine whether a quantitative impairment
assessment is necessary. Impairment is the condition that exists when the carrying amount of goodwill exceeds its
implied fair value. If the carrying value of the asset exceeds its estimated fair value, an impairment loss is
recognized, and the asset is written down to its estimated fair value. We perform our annual goodwill impairment
assessment as of June 30. During the years ended December 31, 2023, 2022 and 2021, there were no impairments
of goodwill.
Provisions for Impairment - Investment in Unconsolidated Entities. During our ownership of properties that are
accounted for under the equity method and considered unconsolidated entities, and when circumstances indicate
that a decrease in the value of an equity method investment has occurred that is other than temporary, we
recognize an impairment loss, which requires significant judgment. To determine whether the impairment loss is
other-than-temporary, we consider whether it has the ability and intent to hold the investment until the carrying value
is fully recovered. We evaluate the impairment of our investment in unconsolidated entities in accordance with
accounting standards for equity investments by first reviewing each investment for indicators of impairment. If
indicators are present, we estimate the fair value of the investments. If the carrying value of the investment is
greater than the estimated fair value, we make an assessment of whether the impairment is temporary or other-
than-temporary. In making this assessment, we consider the length of time and the extent to which fair value has
been less than cost, the financial condition and near-term prospects of the entity, and our intent and ability to retain
the interest long enough for a recovery in market value. The investment is then reduced to its estimated fair value if
conclusions indicate the impairment is other than temporary.
Equity Offering Costs. Underwriting commissions and offering costs have been reflected as a reduction of
additional paid-in-capital on our consolidated balance sheets.
Derivative and Hedging Activities. Derivatives are financial arrangements among two or more parties with returns
linked to or “derived” from an underlying equity, debt, commodity, other asset, liability, interest rate, foreign
exchange rate or another index, or the occurrence or nonoccurrence of a specified event. The settlement of a
derivative is determined by its underlying notional amount specified in the contract. Derivative contracts may be
entered into outright or embedded within a non-derivative host contract, and may be listed, traded on exchanges or
privately negotiated directly between two parties.
We actively manage interest rate and foreign currency exposures arising from our liquidity and funding activities
using derivative instruments. We record all derivatives on the balance sheet at fair value. The majority of inputs
used to value our derivatives fall within level 2 of the fair value hierarchy. The recognition of changes in the fair
value of derivatives is recorded in net income unless the derivative is designated as a cash flow or net investment
hedge, in which case the change in fair value is recorded in other comprehensive income and subsequently
reclassified to a designated account in our consolidated statements of income and comprehensive income in the
periods during which the hedged transaction affects earnings.
Segment Reporting. Our business is characterized as owning and leasing commercial properties under long-term,
mostly triple net lease agreements (whereby clients are responsible for property taxes, insurance and maintenance
63
costs), and these economic characteristics are similar across various property types, geographic locations, and
industries in which our clients operate. Information reviewed by our chief operating decision maker in evaluating
performance and allocating resources are primarily operating results and cash flow analysis for the overall
company. Therefore, we operate and manage the business in one operating and reportable segment.
ASC 280, Segment Reporting, requires certain entity-wide annual disclosures for entities with a single reportable
segment. The following table disaggregates domestic and international revenue by major asset types and
geographic regions (in millions):
Retail
Industrial
Other (2)
Rental (including reimbursable)
Other revenue
Total revenue
Retail
Industrial
Other (2)
Rental (including reimbursable)
Other revenue
Total revenue
Retail
Industrial
Other (2)
Rental (including reimbursable)
Other revenue
Total revenue
Years ended December 31,
2023
U.S.
U.K.
Other (1)
Total
$
2,754.2 $
374.0 $
65.4 $
3,193.6
515.4
205.5
43.7
—
—
—
559.1
205.5
$
3,475.1 $
417.7 $
65.4 $
3,958.2
120.8
$
4,079.0
2022
U.S.
U.K.
Other (1)
Total
$
2,455.9 $
243.3 $
30.9 $
2,730.1
465.2
74.2
30.2
—
—
—
495.4
74.2
$
2,995.3 $
273.5 $
30.9 $
3,299.7
44.0
$
3,343.7
2021
U.S.
U.K.
Other (1)
Total
$
1,566.7 $
138.9 $
4.2 $
1,709.8
261.5
84.1
9.6
—
—
—
271.1
84.1
$
1,912.3 $
148.5 $
— $
2,065.0
15.5
$
2,080.5
(1) Other includes properties in Spain, starting in September 2021, in Italy, starting in October 2022, in Ireland, starting in June 2023, and in
France, Germany, and Portugal starting in December 2023.
(2) Other includes the following asset types: office, agriculture and gaming.
Long-lived assets include items such as property, plant, equipment and right-of-use assets subject to operating and
finance leases. As of December 31, 2023, no individual country or asset-type represented more than 10% of total
revenue, other than as presented in the tables above. In addition, as of December 31, 2023, no individual country or
asset-type represented more than 10% of the total assets, other than as presented in the tables below. The
following table disaggregates domestic and international total long-lived assets (in millions):
As of December 31,
2023
2022
U.S.
U.K.
Other (1)
Total
U.S.
U.K.
Other (1)
Total
Long-lived assets
$ 36,577.1 $ 6,787.1 $ 1,496.1 $ 44,860.3 $ 33,685.6 $ 4,596.1 $
582.7 $ 38,864.4
Remaining assets
12,919.1
10,808.7
Total assets
$ 49,673.1
(1) Other includes properties in Spain, starting in September 2021, in Italy, starting in October 2022, in Ireland, starting in June 2023, and in
$ 57,779.4
France, Germany, and Portugal, starting in December 2023.
64
Recent Accounting Standards Not Yet Adopted.
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update
("ASU") 2023-09, Income Taxes, to enhance income tax disclosures, provide more information about tax risks and
opportunities present in worldwide operations, and to disaggregate existing income tax disclosures. The guidance is
effective for annual periods beginning after December 15, 2024 on a prospective basis, with the option to apply the
standard retrospectively. Early adoption is permitted. We are currently evaluating the impact on our financial
statement disclosures.
In November 2023, FASB issued Accounting Standards Update ASU 2023-07, Segment Reporting, establishing
improvements to reportable segments disclosures to enhance segment reporting under Topic 280. This ASU aims to
change how public entities identify and aggregate operating segments and apply quantitative thresholds to
determine their reportable segments. This ASU also requires public entities that operate as a single reportable
segment to provide all segment disclosures in Topic 280, not just entity level disclosures. The guidance will be
effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after
December 15, 2024 and the amendments should be applied retrospectively to all periods presented in the financial
statements. We are currently evaluating the impact on our financial statement disclosures.
2.
Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture
Merger with VEREIT
On November 1, 2021, we completed our acquisition of VEREIT, Inc. ("VEREIT"), and the merger was
consummated. Pursuant to the terms of the Merger Agreement and subject to the terms thereof, upon the
consummation of the merger, (i) each outstanding share of VEREIT common stock, and each outstanding common
partnership unit of VEREIT Operating Partnership, L.P., ("VEREIT OP") owned by any of its partners other than
VEREIT, Realty Income or their respective affiliates, was automatically converted into 0.705 of newly issued shares
of our common stock, or in certain instances, Realty Income L.P. units, and (ii) each VEREIT OP outstanding
common unit owned by VEREIT, Realty Income or their respective affiliates remained outstanding as partnership
interests in the surviving entity. Each outstanding VEREIT stock option and restricted stock unit that were unvested
as of November 1, 2021 were converted into equivalent options and restricted stock units, in each case with respect
to the share of the Company's common stock, using the equity award exchange ratio in accordance with the Merger
Agreement.
Merger and Integration-Related Costs
A.
In conjunction with our merger with VEREIT, we incurred merger-related transaction costs of $4.8 million, $13.9
million, and $167.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. Merger and
integration-related costs consist of advisory fees, attorney fees, accountant fees, public filing fees and additional
incremental and non-recurring costs necessary to convert data and systems, retain employees and otherwise
enable us to operate the acquired business or assets efficiently.
Unaudited Pro Forma Financial Information
B.
Our consolidated results of operations for year ended December 31, 2021 include $176.3 million of revenues and
$36.7 million of net income associated with the results of operations of VEREIT OP.
The following unaudited pro forma information presents a summary of our combined results of operations for the
year ended December 31, 2021 as if our merger with VEREIT had occurred on January 1, 2020 (in millions, except
per share data). The following pro forma financial information is not necessarily indicative of the results of
operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in
future results. In accordance with ASC 805, Business Combinations, the following information excludes the impact
of the spin-off of office assets to Orion Office REIT Inc. ("Orion").
Total revenues
Net income
Basic and diluted earnings per share
Year ended December 31, 2021
$
$
$
3,084.3
734.6
1.27
The unaudited pro forma financial information above includes the following nonrecurring significant adjustment
made to account for certain costs incurred as if our merger with VEREIT had been completed on January 1, 2020:
merger and integration-related costs of $167.4 million were excluded within the pro forma financial information for
2021.
65
Orion Divestiture
Following of the closing of our merger with VEREIT, we contributed 92 office real estate assets, a consolidated real
estate venture holding one office asset, and an unconsolidated real estate venture holding five office assets to a
wholly owned subsidiary named Orion. On November 12, 2021, we distributed the outstanding shares of Orion
common stock to our shareholders on a pro rata basis at a rate of one share of Orion common stock for every ten
shares of Realty Income common stock held on November 12, 2021, the applicable record date. The fair market
value of these shares for tax distribution was determined to be $20.6272 per share, which was calculated using the
five-day volume weighted average share price after issuance. For more detail, see note 16, Distributions Paid and
Payable.
In conjunction with the Orion Divestiture, we incurred approximately $1.9 million and $6.0 million of transaction
costs during the year ended December 31, 2022 and 2021, which were included in 'Merger and integration-related
costs' within our consolidated statements of income and comprehensive income.
As part of the Orion Divestiture, Orion paid us a dividend of $425.0 million and reimbursed $170.2 million to us for
the early redemption of mortgage loans underlying the contributed assets prior to the effectuation of the Orion
Divestiture. The distribution of Orion resulted in the derecognition of net assets of $1.74 billion, which net of the
aforementioned cash payments of $595.2 million, resulted in a reduction to additional paid in capital of $1.14 billion.
3.
Supplemental Detail for Certain Components of Consolidated Balance Sheets (in thousands):
A. Accounts receivable, net, consist of the following at:
December 31, 2023
December 31, 2022
$
$
$
$
$
Straight-line rent receivables, net
Client receivables, net
B.
Lease intangible assets, net, consist of the following at:
In-place leases
Accumulated amortization of in-place leases
Above-market leases
Accumulated amortization of above-market leases
Other items
C. Other assets, net, consist of the following at:
Financing receivables, net
Right of use asset - financing leases
Right of use asset - operating leases, net
Loan receivable, net
Value-added tax receivable
Prepaid expenses
Impounds related to mortgages payable
Derivative assets and receivables – at fair value
Corporate assets, net
Credit facility origination costs, net
Restricted escrow deposits
Interest receivable
Investment in sales type lease
Non-refundable escrow deposits
Other items
516,692 $
193,844
710,536 $
363,993
179,244
543,237
December 31, 2023
December 31, 2022
5,500,404 $
(1,746,377)
1,811,400
(549,319)
1,799
5,324,565
(1,409,878)
1,697,367
(443,688)
—
5,017,907 $
5,168,366
December 31, 2023
December 31, 2022
1,570,943 $
706,837
594,712
205,339
100,672
33,252
53,005
21,170
12,948
12,264
6,247
6,139
6,056
200
38,859
933,116
467,920
603,097
—
24,726
28,128
18,152
83,100
12,334
17,196
37,627
—
5,951
5,667
39,939
2,276,953
$
3,368,643 $
66
D. Accounts payable and accrued expenses consist of the following at:
December 31, 2023
December 31, 2022
Notes payable - interest payable
Derivative liabilities and payables – at fair value
Property taxes payable
Accrued costs on properties under development
Value-added tax payable
Accrued income taxes
Accrued property expenses
Mortgages, term loans, and credit line - interest payable
Other items
E.
Lease intangible liabilities, net, consist of the following at:
Below-market leases
Accumulated amortization of below-market leases
F. Other liabilities consist of the following at:
Lease liability - operating leases, net
Rent received in advance and other deferred revenue
Lease liability - financing leases
Security deposits
Other acquisition liabilities
4.
Investments in Real Estate
218,811 $
119,620
78,809
65,967
64,885
61,070
54,208
8,580
66,576
129,202
64,724
45,572
26,559
23,375
22,626
25,290
5,868
55,921
738,526 $
399,137
December 31, 2023
December 31, 2022
1,728,027 $
(321,174)
1,406,853 $
1,617,870
(238,434)
1,379,436
December 31, 2023
December 31, 2022
$
$
$
$
$
425,213 $
312,195
44,345
28,250
1,647
$
811,650 $
440,096
269,645
49,469
15,577
—
774,787
A.
Below is a summary of our acquisitions for the year ended December 31, 2023 (unaudited):
Acquisitions of Real Estate
Acquisitions - U.S.
Acquisitions - Europe
Total acquisitions
Properties under development (2)
Total (3)
Number of
Properties
Leasable
Square Feet
(in thousands,
unaudited)
Investment
($ in millions)
Weighted
Average
Lease Term
(Years)
838
177
1,015
390
1,405
15,030 $
14,737
29,767 $
8,094
37,861 $
3,802.3
3,080.4
6,882.7
1,270.3
8,153.0
15.9
13.7
14.9
16.4
15.1
Initial
Weighted
Average Cash
Lease Yield (1)
6.9 %
7.1 %
7.0 %
6.8 %
7.0 %
(1) The initial weighted average cash lease yield for a property is generally computed as estimated contractual first year cash net operating
income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the
total cost of the property. Since it is possible that a client could default on the payment of contractual rent (defined as the monthly aggregate
cash amount charged to clients, inclusive of monthly base rent receivables), we cannot provide assurance that the actual return on the funds
invested will remain at the percentages listed above. Contractual net operating income used in the calculation of initial weighted average cash
lease yield includes approximately $4.4 million received as settlement credits as reimbursement of free rent periods for the year ended
December 31, 2023.
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 initial weighted average cash lease yield is computed as follows: estimated cash 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.
(2) Includes £34.3 million of investments in U.K. development properties and €29.3 million of investment in Spain development properties,
converted at the applicable exchange rates on the funding dates.
(3) Our clients occupying the new properties are 88.7% retail, 8.5% industrial, and 2.8% other property types based on net operating income.
Approximately 31.4% of the net operating income generated from acquisitions during the year ended December 31, 2023 is from investment
grade rated clients, their subsidiaries, or affiliated companies.
67
The aggregate purchase price of the assets acquired during the year ended December 31, 2023 has been allocated
as follows (in millions):
Acquisitions - USD
Acquisitions - Sterling
Acquisitions - Euro
Land (1)
Buildings and improvements
Lease intangible assets (2)
Other assets (3)
Lease intangible liabilities (4)
Other liabilities (5)
$
$
779.5 £
2,842.5
430.0
559.9
(115.1)
(9.1)
4,487.7 £
477.2 €
909.0
130.1
257.3
(12.4)
(2.6)
1,758.6 €
288.6
462.3
36.8
35.2
(0.9)
(9.6)
812.4
(1) Sterling-denominated land includes £7.1 million of right of use assets under long-term ground leases.
(2) The weighted average amortization period for acquired lease intangible assets is 11.3 years.
(3) USD-denominated other assets consist entirely of financing receivables with above-market terms. Sterling-denominated other assets primarily
consist of £66.1 million of financing receivables with above-market terms and £191.1 million of right-of-use assets accounted for as finance
leases. Euro-denominated other assets consist of €17.4 million of financing receivables with above-market terms, €10.6 million of right-of-use
assets accounted for as finance leases and €7.2 million of right-of-use assets under ground leases.
(4) The weighted average amortization period for acquired lease intangible liabilities is 16.9 years.
(5) USD-denominated other liabilities consist entirely of deferred rent on certain below-market leases. Sterling-denominated other liabilities
primarily consist of £2.3 million of deferred rent on certain below-market leases and £0.2 million of lease liabilities under financing leases.
Euro-denominated other liabilities consists of €1.6 million of deferred rent on certain below-market leases, €4.4 million of lease liabilities under
ground leases, €2.1 million of lease liabilities under financing leases, and €1.5 million of other liabilities.
The properties acquired during the year ended December 31, 2023 generated total revenue and net income of
$302.3 million and $152.4 million, respectively.
Investments in Existing Properties
B.
During the year ended December 31, 2023, we capitalized costs of $59.8 million on existing properties in our
portfolio, consisting of $49.6 million for non-recurring building improvements, $9.9 million for re-leasing costs, and
$0.3 million for recurring capital expenditures. In comparison, during the year ended December 31, 2022, we
capitalized costs of $96.7 million on existing properties in our portfolio, consisting of $88.3 million for non-recurring
building improvements, $5.2 million for re-leasing costs, and $3.2 million for recurring capital expenditures.
Properties with Existing Leases
C.
The value of the in-place and above-market leases is recorded to 'Lease intangible assets, net' on our consolidated
balance sheets, and the value of the below-market leases is recorded to '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 the years ended December 31, 2023, 2022 and 2021 were
$651.1 million, $634.9 million, and $247.6 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 in our consolidated statements of income
and comprehensive income. The amounts amortized as a net decrease to rental revenue for capitalized above-
market and below-market leases for the years ended December 31, 2023, 2022 and 2021 were $61.5 million, $55.6
million, and $35.4 million, respectively. If a lease was 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 above-market and below-market lease intangibles and the amortization of the in-place lease
intangibles at December 31, 2023 (dollars in thousands):
2024
2025
2026
2027
2028
Thereafter
Totals
Net increase
(decrease) to
rental revenue
Increase to
amortization
expense
$
$
(57,431) $
(51,025)
(43,447)
(34,900)
(24,525)
356,100
144,772 $
593,845
512,189
456,383
395,966
336,868
1,458,777
3,754,028
68
D.
The following table summarizes our properties sold during the periods indicated below (dollars in millions):
Gain on Sales of Real Estate
Number of properties
Net sales proceeds
Gain on sales of real estate
Years ended December 31,
2023
2022
2021
121
117.4 $
25.7 $
170
436.1 $
103.0 $
154
250.3
55.8
$
$
5.
Investments in Unconsolidated Entities
The following is a summary of our investments in unconsolidated entities as of December 31, 2023 and 2022 (in
thousands):
Investment
Bellagio Las Vegas Joint Venture - Common Equity Interest
Bellagio Las Vegas Joint Venture - Preferred Equity Interest
Data Center Development Joint Venture
Industrial Partnerships
Total investment in unconsolidated entities
Ownership
%
Number of
Properties
Carrying Amount(1) of
Investment as of
As of December 31, 2023
12/31/2023
12/31/2022
21.9%
n/a
80.0%
20.0%
1
n/a
2
—
$
296,097 $
650,000
226,021
—
$
1,172,118 $
—
—
—
—
—
(1) The total carrying amount of the investments was greater than the underlying equity in net assets (i.e., basis difference) by $2.2 million as of
December 31, 2023.
Equity in income and impairment of investment in unconsolidated entities consists of the following (in thousands):
Investment
Years ended December 31,
2023
2022
2021
Bellagio Las Vegas Joint Venture - Common Equity Interest
$
2,139 $
Data Center Development Joint Venture
Industrial Partnerships
—
407
— $
—
—
—
(6,448)
1,106
Equity in income and impairment of investment in unconsolidated
entities
$
2,546 $
(6,448) $
1,106
Bellagio Las Vegas Joint Venture Interests
A.
In October 2023, we invested $951.4 million to acquire common and preferred interests from Blackstone Real
Estate Trust, Inc. ("BREIT") in a joint venture that owns a 95.0% interest in the real estate of The Bellagio Las
Vegas. The investment included $301.4 million of common equity in the joint venture in exchange for an indirect
interest of 21.9% in the property and a $650.0 million preferred equity interest in the joint venture. The
unconsolidated entity had total debt outstanding of $3.0 billion as of December 31, 2023, all of which was non-
recourse to us with limited customary exceptions.
The Company's preferred equity investment entitles it to certain preferential cumulative distributions out of operating
and capital proceeds pursuant to the terms and conditions of the preferred equity. There is no maturity date on the
preferred equity investment, which bears interest of 8.1%, payable monthly in arrears in cash, with rate increases
commencing in year 7. BREIT may cause the joint venture to redeem all or a portion of the preferred equity
investment, and Realty Income may cause the joint venture to redeem all or a portion of the preferred equity
investment if BREIT or its affiliates cease to control the joint venture, in each case, for a cash payment equaling the
sum of the amount to be redeemed plus, prior to the first anniversary of the transaction, a redemption fee of 3.0%,
or, after the first anniversary and prior to the fourth anniversary of the transaction, a redemption fee of 2.0%. Interest
income is determined by applying the interest rate to the sum of the outstanding balance of preferred equity and any
accrued but unpaid interests. During the year ended December 31, 2023, we recognized interest income of $13.0
million included within 'Other revenue' in our consolidated statements of income and comprehensive income.
69
We have determined that this joint venture is a VIE, and we are not the primary beneficiary as we do not have
power to direct activities that most significantly impact the joint venture's economic performance. As a holder of
preferred interests, we do not receive any additional voting rights, nor do we have conversion and redemption
rights. Our maximum exposure to loss associated with this VIE is limited to our common and preferred equity
investments.
Data Center Development Joint Venture
B.
In November 2023, we established a joint venture with Digital Realty Trust, Inc. ("Digital Realty") to support the
development of two build-to-suit data centers in Northern Virginia. We invested $201.2 million to acquire an 80.0%
equity interest in the venture, while Digital Realty maintains a 20.0% interest. We have determined that this joint
venture is a VIE. While we have an 80.0% interest in the joint venture, we are not the primary beneficiary because
we do not have power to direct activities that significantly impact the joint venture's economic performance as we
were not engaged when the joint venture partner initially developed the construction plan and entered into the lease
agreement. Digital Realty is the managing member, and we do not have substantive kick-out rights. We will
continuously evaluate whether we are the primary beneficiary as the power to direct activities that most significantly
affect economic performance can change over the life of the joint venture. Our maximum exposure to loss
associated with this VIE is limited to our equity investment and our pro rata share of the remaining $117.7 million of
estimated development costs for the first phase of the project.
Industrial Partnerships
C.
All seven assets held by our industrial partnerships were sold during the year ended December 31, 2022. As the
portion of the net proceeds applied to our investment basis that we expected to receive at closing was less than our
$121.4 million carrying amount of investment in unconsolidated entities, we recognized an other than temporary
impairment of $8.5 million during the year ended December 31, 2022. The other than temporary impairments are
included in 'Equity in income and impairment of investment in unconsolidated entities' in our consolidated
statements of income and comprehensive income for the periods presented.
6.
Investments in Loans
The following table presents information about our loans as of December 31, 2023 (dollars in thousands):
Senior Secured Note Receivable
Mortgage Loan
Total
$
$
174,337 $
33,500
207,837 $
Amortized Cost
Allowance
Carrying Amount (1)
171,839
(2,498) $
—
(2,498) $
33,500
205,339
(1) The total carrying amount of the investment in loans excludes accrued interest of $3.4 million as of December 31, 2023, which is recorded to
'Other assets, net' on our consolidated balance sheets.
Senior Secured Note Receivable
A.
In November 2023, the Company purchased a Sterling-denominated senior secured note with a principal amount of
£142.0 million, equivalent to $180.9 million as of December 31, 2023. The interest only note bears interest at
Sterling Overnight Indexed Average (“SONIA”) plus 6.75% and matures in October 2029. The Company paid £136.7
million for the note and accounted for the discount at amortized cost. The discount is being amortized over the term
of the note.
Mortgage Loan
B.
In October 2023, the Company issued a $33.5 million mortgage loan which is collateralized by nine automotive
service properties located across seven different states. The interest only loan bears interest at 8.25% subject to
annual increases and matures in October 2038.
7.
Revolving Credit Facility and Commercial Paper Programs
Credit Facility
A.
We have a $4.25 billion unsecured revolving multicurrency credit facility that matures in June 2026, includes two
six-month extensions that can be exercised at our option, and allows us to borrow in up to 14 currencies, including
USD. Our revolving credit facility also has a $1.0 billion expansion option, which is subject to obtaining lender
commitments. Under our revolving credit facility, our current investment grade credit ratings provide for USD
borrowings at the Secured Overnight Financing Rate ("SOFR"), plus 0.725% with a SOFR adjustment charge of
0.10% and a revolving credit facility fee of 0.125%, for all-in pricing of 0.95% over SOFR, British Pound Sterling at
70
the SONIA, plus 0.725% with a SONIA adjustment charge of 0.0326% and a revolving credit facility fee of 0.125%,
for all-in pricing of 0.8826% over SONIA, and Euro Borrowings at one-month Euro Interbank Offered Rate
(“EURIBOR”), plus 0.725%, and a revolving credit facility fee of 0.125%, for all-in pricing of 0.85% over one-month
EURIBOR.
As of December 31, 2023, we had a borrowing capacity of $4.25 billion available on our revolving credit facility
(subject to customary conditions to borrowing) and no outstanding balance as compared to an outstanding balance
at December 31, 2022 of $2.0 billion, comprised of €1.8 billion Euro and £70.0 million Sterling borrowings.
The weighted average interest rate on outstanding borrowings under our revolving credit facility was 4.8% during
the year ended December 31, 2023, and 1.8% during the year ended December 31, 2022. Our revolving credit
facility is subject to various leverage and interest coverage ratio limitations, and at December 31, 2023, we were in
compliance with the covenants under our revolving credit facility.
As of December 31, 2023, credit facility origination costs of $12.3 million are included in 'Other assets, net', as
compared to $17.2 million at December 31, 2022, on our consolidated balance sheets. These costs are being
amortized over the remaining term of our revolving credit facility.
Commercial Paper Programs
B.
We have a USD-denominated unsecured commercial paper program, under which we may issue unsecured
commercial paper notes up to a maximum aggregate amount outstanding of $1.5 billion, as well as a Euro-
denominated unsecured commercial paper program, which permits us to issue additional unsecured commercial
notes up to a maximum aggregate amount of $1.5 billion (or foreign currency equivalent). Our Euro-denominated
unsecured commercial paper program may be issued in USD or various foreign currencies, including but not limited
to, Euros, Sterling, Swiss Francs, Yen, Canadian Dollars, and Australian Dollars, in each case, pursuant to
customary terms in the European commercial paper market.
The commercial paper ranks on a parity in right of payment with all of our other unsecured senior indebtedness
outstanding from time to time, including borrowings under our revolving credit facility, our term loans and our
outstanding senior unsecured notes. Proceeds from commercial paper borrowings are used for general corporate
purposes.
As of December 31, 2023, the balance of borrowings outstanding under our commercial paper programs was
$764.4 million, including €583.0 million of Euro-denominated borrowings, as compared to $701.8 million outstanding
commercial paper borrowings, including €361.0 million of EUR borrowings, at December 31, 2022. The weighted
average interest rate on outstanding borrowings under our commercial paper programs was 4.8% for the year
ended December 31, 2023, and 1.6% for the year ended December 31, 2022. As of December 31, 2023, our
weighted average interest rate on outstanding borrowings under our commercial paper programs was 4.4%. We use
our $4.25 billion revolving credit facility as a liquidity backstop for the repayment of the notes issued under the
commercial paper programs. The commercial paper borrowings generally carry a term of less than a year.
We regularly review our credit facility and commercial paper programs and may seek to extend, renew or replace
our credit facility and commercial paper programs, to the extent we deem appropriate.
8.
Term Loans
In January 2023, we entered into a term loan agreement, permitting us to incur multicurrency term loans, up to an
aggregate of $1.5 billion in total borrowings. As of December 31, 2023, we had $1.1 billion in multicurrency
borrowings, including $90.0 million, £705.0 million, and €85.0 million in outstanding borrowings. The 2023 term
loans mature in January 2025, with one remaining twelve-month maturity extension available at our option. Our A3/
A- credit ratings provide for a borrowing rate of 80 basis points over the applicable benchmark rate, which includes
adjusted SOFR for USD-denominated loans, adjusted SONIA for Sterling-denominated loans, and EURIBOR for
Euro-denominated loans. In conjunction with our 2023 term loans, we entered into interest rate swaps which fix our
per annum interest rate. As of December 31, 2023, the effective interest rate, after giving effect to the interest rate
swaps, was 5.0%.
We also have a $250.0 million senior unsecured term loan, which matures in March 2024. In conjunction with this
term loan, we entered into an interest rate swap and as of December 31, 2023, the effective interest rate on this
term loan, after giving effect to the interest rate swap, was 3.8%.
71
At December 31, 2023, deferred financing costs of $0.1 million are included net of the term loans principal balance,
as compared to $0.2 million related to our $250.0 million term loan at December 31, 2022, on our consolidated
balance sheets. These costs are being amortized over the remaining term of the term loans. As of December 31,
2023, we were in compliance with the covenants contained in the term loans.
9.
Mortgages Payable
During the year ended December 31, 2023, we made $22.0 million in principal payments, including the full
repayment of two mortgages for $17.4 million. During the year ended December 31, 2022, we made $312.2 million
in principal payments, including the full repayment of 12 mortgages for $308.0 million. No mortgages were assumed
during the year ended December 31, 2023. We assumed eight mortgages on 17 properties totaling $45.1 million
during the year ended December 31, 2022. Assumed mortgages are secured by the properties on which the debt
was placed and are considered non-recourse debt with limited customary exceptions which vary from loan to loan.
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, 2023, 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 $0.4 million and $0.8 million at December 31, 2023 and 2022, respectively. These
costs are being amortized over the remaining term of each mortgage.
The following table summarizes our mortgages payable as of December 31, 2023 and 2022 (dollars in millions):
Number of
Properties
(1)
Weighted
Average
Stated
Interest
Rate (2)
Weighted
Average
Effective
Interest
Rate (3)
Weighted
Average
Remaining
Years Until
Maturity
Remaining
Principal
Balance
Unamortized
Premium (Discount)
and Deferred
Financing Costs
Balance, net
Mortgage
Payable
Balance
131
136
4.8 %
4.8 %
3.3 %
3.3 %
0.4
1.4
$
$
822.4 $
842.3 $
(0.8) $
821.6
11.6 $
853.9
As Of
December 31, 2023
December 31, 2022
(1) At December 31, 2023, there were 16 mortgages on 131 properties and at December 31, 2022, there were 18 mortgages on 136 properties.
With the exception of one Sterling-denominated mortgage which is paid quarterly, the mortgages require monthly payments with principal
payments due at maturity. At December 31, 2023 and December 31, 2022, all mortgages were at fixed interest rates.
(2) Stated interest rates ranged from 3.0% to 6.9% at December 31, 2023 and December 31, 2022, respectively.
(3) Effective interest rates ranged from 0.5% to 6.6% and 2.7% to 6.6% at December 31, 2023 and December 31, 2022, respectively.
The following table summarizes the maturity of mortgages payable as of December 31, 2023, excluding $0.8 million
related to unamortized net discounts and deferred financing costs (dollars in millions):
Year of Maturity
2024
2025
2026
2027
2028
Thereafter
Totals
Principal
740.5
44.0
12.0
22.3
1.3
2.3
822.4
$
$
72
10.
Notes Payable
General
A.
At December 31, 2023, our senior unsecured notes and bonds are USD-denominated, Sterling-denominated, and
Euro-denominated. Foreign-denominated notes are converted at the applicable exchange rate on the balance sheet
date. The following are sorted by maturity date (in thousands):
Carrying Value (USD) as of
Principal
(Currency
Denomination)
4.600% Notes due 2024
3.875% Notes due 2024
3.875% Notes due 2025
4.625% Notes due 2025
5.050% Notes due 2026
0.750% Notes due 2026
4.875% Notes due 2026
4.125% Notes due 2026
1.875% Notes due 2027 (1)
3.000% Notes due 2027
1.125% Notes due 2027 (1)
3.950% Notes due 2027
3.650% Notes due 2028
3.400% Notes due 2028
2.200% Notes due 2028
4.700% Notes due 2028
3.250% Notes due 2029
3.100% Notes due 2029
4.850% Notes due 2030
3.160% Notes due 2030
4.875% Notes due 2030 (1)
1.625% Notes due 2030 (1)
3.250% Notes due 2031
5.750% Notes due 2031 (1)
3.180% Notes due 2032
5.625% Notes due 2032
2.850% Notes due 2032
1.800% Notes due 2033
1.750% Notes due 2033 (1)
4.900% Notes due 2033
2.730% Notes due 2034
5.125% Notes due 2034 (1)
5.875% Bonds due 2035
3.390% Notes due 2037
6.000% Notes due 2039 (1)
2.500% Notes due 2042 (1)
4.650% Notes due 2047
Total principal amount
Maturity Dates
February 6, 2024
July 15, 2024
April 15, 2025
November 1, 2025
January 13, 2026
March 15, 2026
June 1, 2026
October 15, 2026
January 14, 2027
January 15, 2027
July 13, 2027
August 15, 2027
January 15, 2028
January 15, 2028
June 15, 2028
December 15, 2028
June 15, 2029
December 15, 2029
March 15, 2030
June 30, 2030
July 6, 2030
December 15, 2030
January 15, 2031
December 5, 2031
June 30, 2032
October 13, 2032
December 15, 2032
March 15, 2033
July 13, 2033
July 15, 2033
May 20, 2034
July 6, 2034
March 15, 2035
June 30, 2037
December 5, 2039
January 14, 2042
March 15, 2047
$
$
$
$
$
$
$
$
£
$
£
$
$
$
$
$
$
$
$
£
€
£
$
£
£
$
$
$
£
$
£
€
$
£
£
£
$
499,999 $
350,000
500,000
549,997
500,000
325,000
599,997
650,000
250,000
600,000
400,000
599,873
550,000
599,816
499,959
400,000
500,000
599,291
600,000
140,000
550,000
400,000
950,000
300,000
345,000
750,000
699,655
400,000
350,000
600,000
315,000
550,000
250,000
115,000
450,000
250,000
550,000
$
$
December 31, 2023 December 31, 2022
499,999
350,000
500,000
549,997
—
325,000
599,997
650,000
301,225
600,000
481,960
599,873
550,000
599,816
499,959
—
500,000
599,291
—
168,686
—
481,960
950,000
—
415,691
750,000
699,655
400,000
421,715
—
379,544
—
250,000
499,999 $
350,000
500,000
549,997
500,000
325,000
599,997
650,000
318,450
600,000
509,520
599,873
550,000
599,816
499,959
400,000
500,000
599,291
600,000
178,332
607,915
509,520
950,000
382,140
439,461
750,000
699,655
400,000
445,830
600,000
401,247
607,915
250,000
146,487
573,210
318,450
550,000
18,562,064 $
138,563
—
301,225
550,000
14,114,156
40,255
18,602,319 $
163,857
14,278,013
Unamortized net premiums, deferred financing costs, and cumulative basis
adjustment on fair value hedge (2)
(1) Interest paid annually. Interest on the remaining senior unsecured notes and bond obligations included in the table is paid semi-annually.
(2) In January 2023, in conjunction with the pricing of these senior unsecured notes due January 2026, we entered into three-year, fixed-to-
variable interest rate swaps, which are accounted for as fair value hedges. See note 14, Derivative Instruments for further details.
73
The following table summarizes the maturity of our notes and bonds payable as of December 31, 2023, excluding
$40.3 million related to unamortized net premiums, deferred financing costs, and basis adjustment on interest rate
swaps designated as fair value hedges (dollars in millions):
Year of Maturity
2024
2025
2026
2027
2028
Thereafter
Totals
Principal
850.0
1,050.0
2,075.0
2,027.8
2,049.8
10,509.5
18,562.1
$
$
As of December 31, 2023, the weighted average interest rate on our notes and bonds payable was 3.8%, and the
weighted average remaining years until maturity was 6.7 years.
Interest incurred on all of the notes and bonds was $598.6 million, $431.3 million, and $286.4 million for the years
ended December 31, 2023, 2022 and 2021, respectively.
Our outstanding notes and bonds are unsecured; accordingly, we have not pledged any assets as collateral for
these or any other obligations.
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,
2023, we were in compliance with these covenants.
B.
During the years ended December 31, 2023 and 2022 we issued the following notes and bonds (in millions):
Note Issuances
2023 Issuances
5.050% Notes
4.850% Notes
4.700% Notes
4.900% Notes
4.875% Notes
5.125% Notes
5.750% Notes
6.000% Notes
2022 Issuances
1.875% Notes
2.500% Notes
3.160% Notes
3.180% Notes
3.390% Notes
5.625% Notes
Date of
Issuance
Maturity Date
Principal
amount
Price of par
value
Effective yield to
maturity
January 2023
January 2026
$
January 2023
April 2023
April 2023
July 2023
March 2030
$
December 2028 $
July 2033
$
July 2030
€
July 2023
July 2034
€
December 2023 December 2031 £
December 2023 December 2039 £
500.0 (1)
600.0
400.0
600.0
550.0
550.0
300.0
450.0
99.618 %
98.813 %
98.949 %
98.020 %
99.421 %
99.506 %
99.298 %
99.250 %
5.189 %
5.047 %
4.912 %
5.148 %
4.975 %
5.185 %
5.862 %
6.075 %
Date of
Issuance
Maturity Date
Principal
amount
Price of par
value
Effective yield to
maturity
January 2022
January 2027
January 2022
January 2042
June 2022
June 2022
June 2022
June 2030
June 2032
June 2037
October 2022
October 2032
£
£
£
£
£
$
250.0
250.0
140.0
345.0
115.0
750.0
99.487 %
98.445 %
100.000 %
100.000 %
100.000 %
99.879 %
1.974 %
2.584 %
3.160 %
3.180 %
3.390 %
5.641 %
(1) In January 2023, we issued $500 million of 5.05% senior unsecured notes due January 13, 2026, which were callable at par beginning on
January 13, 2024.
In January 2024, we issued $450.0 million of 4.750% senior unsecured notes due February 2029 and $800.0 million
of 5.125% senior unsecured notes due February 2034. See note 21, Subsequent Events, for further details.
74
Note Repayments
C.
We redeemed the following principal amounts (in millions) of certain outstanding notes, prior to their maturity. As a
result of these early redemptions, we recognized the following losses on extinguishment of debt (in millions) in our
consolidated statements of income and comprehensive income. There were no comparable repayments for the
years ended December 31, 2023 or 2022.
2021 Repayments
Principal Amount (1)
Amount of
Loss
4.650% notes due August 2023 redeemed in December 2021 $
3.25% notes due October 2022 redeemed in January 2021
$
750.0 $
950.0 $
46.4
46.5
Period Recognized
December 31, 2021
March 31, 2021
Loss on Extinguishment of Debt
(1) The redeemed principal amounts presented exclude the amounts we paid in accrued and unpaid interest.
11.
Issuances of Common Stock
At-the-Market ("ATM") Program
A.
In August 2023, we replaced our prior ATM program with a new ATM program, pursuant to which we may offer and
sell up to 120.0 million shares of common stock (1) by us to, or through, a consortium of banks acting as our sales
agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated
thereunder, in each case by means of ordinary brokers' transactions on the NYSE under the ticker symbol "O" at
prevailing market prices or at negotiated prices. Upon settlement, subject to certain exceptions, we may elect, in our
sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale
agreement, in which cases we may not receive any proceeds (in the case of cash settlement) or will not receive any
proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of
our common stock (in the case of net share settlement) to the relevant forward purchaser. Of the 120.0 million
shares of our common stock available for sale under the prior ATM program at its inception, a total of 101.8 million
of those shares were sold, the remainder of which were terminated. As of December 31, 2023, we had 81.3 million
shares remaining for future issuance under our new ATM program. We anticipate maintaining the availability of our
ATM program in the future, including the replenishment of authorized shares issuable thereunder.
The following table outlines common stock issuances pursuant to our ATM programs (dollars in millions, shares in
thousands):
Shares of common stock issued under the ATM program(1)
Gross proceeds
Sales agents' commissions and other offering expenses
Net proceeds
Years ended December 31,
2023
2022
2021
91,699
68,608
46,291
5,483.2 $
4,599.4 $
3,207.9
(43.7)
(43.4)
(28.4)
5,439.5 $
4,556.0 $
3,179.5
$
$
(1) During the year ended December 31, 2023, 91.1 million shares were sold and 91.7 million shares were settled pursuant to forward sale
confirmations. In addition, as of December 31, 2023, 6.2 million shares of common stock subject to forward sale confirmations have been
executed, but not settled, at a weighted average initial gross price of $55.03 per share. We currently expect to fully settle forward sale
agreements outstanding by June 30, 2024, representing $337.8 million in net proceeds, for which the weighted average forward price at
December 31, 2023 was $54.70 per share.
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
B.
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 26.0 million common shares to be issued. At December 31, 2023, we had 11.0 million
shares remaining for future issuance under our DRSPP program.
The following table outlines common stock issuances pursuant to our DRSPP program (dollars in millions, shares in
thousands):
Shares of common stock issued under the DRSPP program
Gross proceeds
75
Years ended December 31,
2022
2021
2023
198
11.5 $
176
11.7 $
168
11.2
$
Issuance of Common Stock in Connection with VEREIT Acquisition
C.
On November 1, 2021, we completed our acquisition of VEREIT. As a result of the merger, former VEREIT common
stockholders, VEREIT OP common unitholders and awardees of vested share awards separated from Realty
Income and received approximately 162 million shares of Realty Income common stock, based on the shares of
VEREIT common stock and common units of VEREIT OP outstanding as of October 29, 2021.
Issuances of Common Stock in Underwritten Public Offerings
D.
During 2021, we issued an aggregate of 21.3 million shares of common stock, including 2.8 million shares
purchased by the underwriters upon the exercise of their option to purchase additional shares. After deducting
underwriting discounts, the aggregate net proceeds of $1.3 billion were used to fund investment opportunities, for
general corporate purposes and working capital.
There were no comparative offerings during the years ended December 31, 2023 or 2022.
12.
Noncontrolling Interests
As of December 31, 2023, we have seven entities with noncontrolling interests that we consolidate, including an
operating partnership, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by
us.
At December 31, 2023, outstanding common partnership units in Realty Income, L.P. represented 6.9% ownership
interest in Realty Income L.P. We hold the remaining 93.1% interest and consolidate the entity. None of our common
partnership units have voting rights. 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 1.02934 due to the Orion Divestiture, subject to certain exceptions.
Prior to the Orion Divestiture, the conversion ratio was one to one. These issuances 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.
The following table represents the change in the carrying value of all noncontrolling interests through December 31,
2023 (in thousands):
Carrying value at December 31, 2021
Contributions (2)
Reallocation of equity
Distributions
Allocation of net income
Carrying value at December 31, 2022
Contributions (3)
Distributions (4)
Allocation of net income
Carrying value at December 31, 2023
Realty Income, L.P.
units (1)
Other
Noncontrolling
Interests
Total
$
62,416 $
14,410 $
51,221
3,210
(3,818)
2,772
115,801 $
—
(5,663)
3,934
—
—
(307)
236
14,339 $
40,097
(3,677)
671
114,072 $
51,430 $
$
$
76,826
51,221
3,210
(4,125)
3,008
130,140
40,097
(9,340)
4,605
165,502
(1) 1,795,167 units were outstanding as of both December 31, 2023 and December 31, 2022. 1,060,709 units were outstanding as of December
31, 2021.
(2) In September 2022, we issued 734,458 common partnership units in Realty Income, L.P. in connection with the acquisition of nine properties
and recorded $51.2 million of contributions to noncontrolling interests.
(3) Primarily related to contributions of $39.2 million for the issuance of a 5.0% joint venture interest as partial consideration paid on property
acquisitions. The remaining amount represents contributions for two development joint ventures.
(4) Includes a non-cash reduction of noncontrolling interest of $1.5 million from our partner's responsibility to absorb construction cost overages for
a development joint venture during the year ended December 31, 2023.
At December 31, 2023, we are considered the primary beneficiary of Realty Income, L.P. and other VIEs. For further
information, see note 1, Summary of Significant Accounting Policies.
76
13.
Fair Value Measurements
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 exit price).
ASC 820, Fair Value Measurements and Disclosures, sets forth a fair value hierarchy that categorizes inputs to
valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. Categorization
within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
•
•
•
Level 1 – Quoted market prices in active markets for identical assets and liabilities
Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities,
quoted prices in markets that are not active, or other market-corroborated inputs
Level 3 – Inputs that are unobservable and significant to the overall fair value measurement
We evaluate our hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or
liability may be classified differently from period to period. Changes in the type of inputs may result in a
reclassification for certain assets. We have not historically had changes in classifications and do not expect that
changes in classifications between levels will be frequent.
The following tables present the carrying values and estimated fair values of financial instruments as of December
31, 2023 and 2022 (in millions):
Assets:
Loans receivable (1)
Derivative assets
Total assets
Liabilities:
Mortgages payable
Notes and bonds payable
Derivative liabilities
Total liabilities
December 31, 2023
Hierarchy Level
Carrying Value
Level 1
Level 2
Level 3
$
$
$
205.3 $
21.2
226.5 $
— $
—
— $
171.8 $
21.2
193.0 $
33.5
—
33.5
822.4 $
— $
— $
814.5
18,562.1
119.6
—
—
17,603.7
119.6
—
—
$
19,504.1 $
— $
17,723.3 $
814.5
(1) Considering the proximity of time between the issuance and measurement of the two loans acquired during the fourth quarter of 2023, we have
concluded that the carrying value reasonably approximates the estimated fair value at December 31, 2023. We determined our investment in
mortgage loan is categorized as level 3 of the fair value hierarchy given our experience with mortgage borrowings.
Assets:
Derivative assets
Total assets
Liabilities:
Mortgages payable
Notes and bonds payable
Derivative liabilities
Total liabilities
December 31, 2022
Hierarchy Level
Carrying Value
Level 1
Level 2
Level 3
$
$
$
83.1 $
83.1 $
— $
— $
83.1 $
83.1 $
—
—
842.3 $
— $
— $
810.4
14,114.2
64.7
—
—
12,522.8
64.7
—
—
$
15,021.2 $
— $
12,587.5 $
810.4
77
Financial Instruments Not Measured at Fair Value on our Consolidated Balance Sheets
A.
The fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow
deposits, accounts payable, distributions payable, line of credit payable and commercial paper borrowings, and
other liabilities approximate their carrying value in the accompanying consolidated balance sheets, due to their
short-term nature. The aggregate fair value of our term loans approximates carrying value due to the frequent
repricing of the variable interest rate charged on the borrowing.
The following table reflects the carrying amounts and estimated fair values of our financial instruments not
measured at fair value on our consolidated balance sheets (in millions):
Mortgages payable (1)
Notes and bonds payable (2)
December 31, 2023
December 31, 2022
Carrying value
Fair value
Carrying value
Fair value
$
$
822.4 $
814.5 $
842.3 $
810.4
18,562.1 $
17,603.7 $
14,114.2 $
12,522.8
(1) Excludes non-cash net premiums or discounts recorded on the mortgages payable. The unamortized balance of these net discounts was $0.4
million at December 31, 2023, and $12.4 million of net premiums at December 31, 2022. Also excludes deferred financing costs of $0.4 million
at December 31, 2023, and $0.8 million at December 31, 2022.
(2) Excludes non-cash net premiums recorded on notes payable. The unamortized balance of the net premiums was $125.3 million at December
31, 2023, and $224.6 million at December 31, 2022. Also excludes deferred financing costs of $83.8 million and a favorable basis adjustment
on interest rate swaps designated as fair value hedges of $1.3 million at December 31, 2023, and $60.7 million of deferred financing costs at
December 31, 2022.
The estimated fair values of our mortgages payable and private senior notes 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 mortgages payable
is categorized as level 3 of the fair value hierarchy.
The estimated fair values of our publicly-traded 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 2 of the fair value hierarchy.
Financial Instruments Measured at Fair Value on a Recurring Basis
B.
For derivative assets and liabilities, we may utilize interest rate swaps, interest rate swaptions, and forward-starting
swaps to manage interest rate risk, and cross-currency swaps, currency exchange swaps, and foreign currency
forwards to manage foreign currency risk. The valuation of these instruments is determined using widely accepted
valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This
analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable
market-based inputs, including interest rate curves, spot and forward rates, as well as option volatility.
Derivative fair values also include credit valuation adjustments to appropriately reflect both our own nonperformance
risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair
value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and
any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although we have determined that the majority of the inputs used to value our derivatives fall within level 2 on the
fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize level three inputs, such
as estimates of current credit spreads, to evaluate the likelihood of default by ourselves and our counterparties.
However, at December 31, 2023, and 2022, we assessed the significance of the impact of the credit valuation
adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments
are not significant to the overall valuation of our derivatives. As a result, we determined that our derivative
valuations in their entirety are classified as level two. For more details on our derivatives, see note 14, Derivative
Instruments.
C.
Items Measured at Fair Value on a Non-Recurring Basis
Impairment of Real Estate Investments
Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are
subject to fair value adjustments only under certain circumstances, such as when an impairment write-down occurs.
78
Depending on impairment triggering events during the applicable period, impairments are typically recorded for
properties sold, in the process of being sold, vacant, in bankruptcy, or experiencing difficulties with collection of rent.
The following table summarizes our provisions for impairment on real estate investments during the periods
indicated below (in millions):
Carrying value prior to impairment
Less: total provisions for impairment (1)
Carrying value after impairment
Years ended December 31,
2023
2022
2021
$
$
194.5 $
140.9 $
(82.2)
(25.9)
112.3 $
115.0 $
169.2
(39.0)
130.2
(1) Excludes provision for current expected credit loss of $4.9 million at December 31, 2023.
The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis,
analysis of recent comparable sales transactions and purchase offers received from third parties, which are Level 3
inputs. We may consider a single valuation technique or multiple valuation techniques, as appropriate, when
estimating the fair value of such real estate. Estimating future cash flows is highly subjective and estimates can
differ materially from actual results.
14.
Derivative Instruments
In the normal course of business, our operations are exposed to economic risks from interest rates and foreign
currency exchange rates. We may enter into derivative financial instruments to offset these underlying economic
risks.
Derivative Designated as Hedging Instruments - Cash Flow Hedges
We entered into foreign currency forward contracts to sell GBP, USD, and EUR and buy EUR, USD, and GBP to
hedge the foreign currency risk associated with interest payments on intercompany loans denominated in British
Pound Sterling ("GBP") and Euro ("EUR"). Forward points on the forward contracts are included in the assessment
of hedge effectiveness. We executed variable-to-fixed interest rate swaps to add stability to interest expense and to
manage our exposure to interest rate movements associated with our term loans. To mitigate the impact of
fluctuating interest rates, we also entered into interest rate swaption agreements during March 2023, structuring
them as swaption corridors, in anticipation of issuing USD denominated bonds. Interest rate swaption corridors are
a combination of two swaption positions. Specifically, we purchased a payer swaption, an option that allows us to
enter into a swap where we will pay the fixed rate and receive the floating rate of the swap, and we also sold a
payer swaption, an option that provides the counterparty with the right to enter into a swap where we will receive the
fixed rate and pay the floating rate of the swap. The total premium paid for the March 2023 transaction was
$7.6 million. All three hedging instruments are designated as cash flow hedges.
Derivative Designated as Hedging Instruments - Fair Value Hedges
Periodically, we enter into and designate fixed-to-floating interest rate swaps to manage interest rate risk by
managing our mix of fixed-rate and variable-rate debt. These swaps involve the receipt of fixed-rate amounts for
variable interest rate payments over the life of the swaps without exchange of the underlying principal amount. We
also designate some of our cross-currency swaps as fair value hedges as we use them to hedge foreign currency
risk associated with changes in spot rates on foreign-denominated debt. For these hedging instruments, we have
elected to exclude the change in fair value of the cross-currency swaps related to both time value and cross-
currency basis spread from the assessment of hedge effectiveness (the "excluded component"). Changes in the fair
value of the cross-currency swaps attributable to these excluded components are recorded to other comprehensive
income and subsequently recognized in 'Foreign currency and derivative (loss) gain, net' on a systematic and
rational basis, as net cash settlements and interest accruals on the respective cross currency swaps occur, over the
remaining life of the hedging instruments.
Derivative Designated as Hedging Instruments - Net Investment Hedges
During the fourth quarter of 2023, we designated the three existing cross-currency swaps that had not been
designated as hedging instruments through the third quarter of 2023 as net investment hedges to mitigate the risks
associated with our investment in EUR-denominated foreign operations. These cross-currency swaps qualify as net
investment hedges under the criteria prescribed in accordance with ASC Topic 815-20, Hedging - General. We use
the spot method of assessing hedge effectiveness and apply the consistent election to the excluded component by
79
recognizing changes in the fair value of the hedging instruments attributable to the excluded component in the same
manner as described above. Any difference between the change in the fair value of the excluded components and
the amounts recognized in earnings is reported in other comprehensive income as part of the foreign cumulative
translation adjustment. The gain or loss on the portion of the derivative instruments included in the assessment of
effectiveness is reported in other comprehensive income as part of the 'Foreign currency translation adjustment' line
item, to the extent the relationship is highly effective. If the company’s net investment changes during a reporting
period, the hedge relationship will be assessed for whether a de-designation is warranted (only if the hedge notional
amount is outside of prescribed tolerance).
Derivatives Not Designated as Hedging Instruments
We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate
fluctuations between the USD, our reporting currency, and GBP and EUR. These derivative contracts generally
mature within one year and are not designated as hedge instruments for accounting purposes. As the currency
exchange swap is not accounted for as a hedging instrument, the change in fair value is recorded in earnings
through the caption entitled 'Foreign currency and derivative (loss) gain, net' in our consolidated statements of
income and comprehensive income.
The following table summarizes the terms and fair values of our derivative financial instruments at December 31,
2023 and 2022 (dollars in millions):
Derivative Type
Number of
Instruments (1)
Notional Amount as of
Derivatives Designated as Hedging
Instruments
December 31,
2023
December 31,
2022
Weighted
Average
Strike
Rate (2)
Maturity
Date (3)
Fair Value - asset (liability) as of
December 31,
2023
December 31,
2022
Interest rate swaps
Interest rate swaptions
Cross-currency swaps
- Fair Value (5)
Cross-currency swaps
- Net Investment (5)
Foreign currency
forwards
9
6
3
3
22
Derivatives not Designated as
Hedging Instruments
Currency exchange
swaps
Cross-currency swaps
(5)
4
0
$
1,630.0 $
250.0
4.26%
1,000.0
320.0
280.0
162.3
$
3,392.3 $
(4)
(6)
(7)
(8)
—
320.0
—
185.5
755.5
$
1,810.6 $
2,427.7
(9)
Total of all Derivatives
$
$
1,810.6 $
2,707.7
5,202.9 $
3,463.2
—
280.0
—%
Oct 2032
Jan 2024 -
Jan 2026
$
Feb 2034
0.3 $
2.6
5.6
—
Oct 2032
(59.8)
(33.3)
Oct 2032
Jan 2024 -
Dec 2024
Jan 2024 -
Feb 2024
(53.2)
—
2.7
(107.4) $
16.1
(11.6)
8.9 $
58.8
—
8.9 $
(98.5) $
(29.5)
29.3
17.7
$
$
$
$
(1) This column represents the number of instruments outstanding as of December 31, 2023.
(2) Weighted average strike rate is calculated using the notional value as of December 31, 2023.
(3) This column represents maturity dates for instruments outstanding as of December 31, 2023.
(4) Represent purchased payer swaptions with a strike rate of 3.75% and sold payer swaptions with a strike rate of 4.25%.
(5) In October 2022, we entered into six cross-currency swaps to exchange €612 million for $600 million maturing in October 2032. We
redesignated $280 million of three cross-currency swaps as net investment hedges in December 2023.
(6) USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.681%.
(7) USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.716%.
(8) Weighted average forward GBP-USD exchange rate of 1.30.
(9) Weighted average exchange rates of 1.27 for GBP-USD and 0.86 for EUR-GBP.
We measure our derivatives at fair value and include the balances within 'Other assets, net' and 'Accounts payable
and accrued expenses' on our consolidated balance sheets.
We have agreements with each of our derivative counterparties containing provisions under which we could be
declared in default on our derivative obligations if repayment of our indebtedness is accelerated by the lender due to
our default.
80
The following table summarizes the amount of unrealized gain (loss) on derivatives and foreign currency translation
adjustments in other comprehensive income (in thousands):
Derivatives in Cash Flow Hedging Relationships
2023
2022
2021
Years ended December 31,
Cross-currency swaps
Interest rate swaps
Foreign currency forwards
Interest rate swaptions
Total derivatives in cash flow hedging relationships
Derivatives in Fair Value Hedging Relationships
Cross-currency swaps - Fair Value
Total derivatives in fair value hedging relationships
Total unrealized (loss) gain on derivatives, net
Derivatives in Net Investment Hedging Relationships
Cross-currency swaps - Net Investment
Total unrealized loss recorded in foreign currency translation
adjustment
$
$
$
$
$
$
$
— $
(5,091) $
(11,171)
(13,349)
1,857
98,310
8,540
—
8,232
34,659
7,557
—
(22,663) $
101,759 $
50,448
(14,602) $
(14,602) $
(4,705) $
(4,705) $
—
—
(37,265) $
97,054 $
50,448
(4,272) $
(4,272) $
— $
— $
—
—
The following table summarizes the amount of gain (loss) on derivatives reclassified from AOCI (in thousands):
Derivatives in Cash Flow Hedging
Relationships
Location of Gain (Loss)
Recognized in Income
Cross-currency swaps
Interest rate swaps
Foreign currency and derivative
(loss) gain, net
Interest expense
Foreign currency and derivative
Years ended December 31,
2023
2022
2021
$
— $
30,814 $
3,541
15,794
(4,487)
(10,343)
Foreign currency forwards
Interest rate swaptions
(loss) gain, net
Interest expense
4,251
(6,859)
2,139
—
—
—
Total derivatives in cash flow
hedging relationships
Derivatives in Fair Value Hedging
Relationships
Cross-currency swaps - Fair Value
(loss) gain, net
Foreign currency and derivative
Total derivatives in fair value
hedging relationships
Derivatives in Net Investment
Hedging Relationships
Cross-currency swaps - Net
Investment
Foreign currency and derivative
(loss) gain, net
Total derivatives in net investment
hedging relationships
Net increase (decrease) to net
income
$
13,186 $
28,466 $
(6,802)
$
$
$
$
$
1,415 $
(29,708) $
1,415 $
(29,708) $
62 $
62 $
— $
— $
—
—
—
—
14,663 $
(1,242) $
(6,802)
We expect to reclassify $8.0 million from AOCI as a decrease to interest expense relating to interest rate swaps and
interest rate swaptions and $3.6 million from AOCI to foreign currency gain relating to foreign currency forwards
within the next twelve months.
81
The following table details our foreign currency and derivative gains (losses), net included in income (in thousands):
Realized foreign currency and derivative gain (loss), net:
Gain on the settlement of undesignated derivatives
$
18,051 $
204,392 $
Gain on the settlement of designated derivatives reclassified from AOCI
Gain (loss) on the settlement of transactions with third parties
5,728
583
3,245
(553)
24,392
3,541
(134)
Total realized foreign currency and derivative gain, net
$
24,362 $
207,084 $
27,799
Years ended December 31,
2023
2022
2021
Unrealized foreign currency and derivative gain (loss), net:
(Loss) gain on the change in fair value of undesignated derivatives
Loss on remeasurement of certain assets and liabilities
Total unrealized foreign currency and derivative loss, net
Total foreign currency and derivative (loss) gain, net
15.
Lessor Operating Leases
$
$
$
(5,231) $
29,316 $
(14,714)
(32,545)
(249,711)
(12,375)
(37,776) $
(220,395) $
(27,089)
(13,414) $
(13,311) $
710
At December 31, 2023, we owned or held interests in 13,458 properties. Of the 13,458 properties, 13,197, or
98.1%, are single-client properties, and the remaining are multi-client properties. At December 31, 2023, 193
properties were available for lease or sale. The majority of our leases are accounted for as operating leases.
The vast majority of our leases are net leases where our client pays or reimburses us for property taxes and
assessments and carries insurance coverage for public liability, property damage, fire, and extended coverage.
Rent based on a percentage of our client's gross sales, or percentage rent, for the years ended December 31, 2023,
2022, and 2021 was $14.8 million, $14.9 million, and $6.5 million, respectively.
At December 31, 2023, minimum future annual rental revenue to be received on the operating leases for the next
five years and thereafter are as follows (in thousands):
2024
2025
2026
2027
2028
Thereafter
Totals
$
$
Future Minimum Operating Lease
Payments
Future Minimum Direct Financing
and Sale-Type Lease Payments (1)
1,037
4,006,574 $
3,918,126
3,747,064
3,531,235
3,222,392
24,768,619
43,194,010 $
812
814
751
710
25,139
29,263
(1) Related to six properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted
cash flows of the lease payments. Amounts reflected are the cash rent on these respective properties. Two properties are subject to sales-type
leases and, therefore, revenue is recognized as sales-type lease income on the discounted cash flows of the lease payments. Amounts
reflected are the cash rent on these respective properties.
No individual client’s rental revenue, including percentage rents, represented more than 10% of our total revenue for
each of the years ended December 31, 2023, 2022, and 2021.
82
16.
Distributions Paid and Payable
We pay monthly distributions to our common stockholders. The following is a summary of monthly distributions paid
per common share for the periods indicated below:
January
February
March
April
May
June
July
August
September
October
November
December
Total
2023
2022
2021
$
0.2485 $
0.2465 $
0.2485
0.2545
0.2550
0.2550
0.2550
0.2555
0.2555
0.2555
0.2560
0.2560
0.2560
0.2465
0.2465
0.2470
0.2470
0.2470
0.2475
0.2475
0.2475
0.2480
0.2480
0.2480
$
3.0510 $
2.9670 $
0.2345
0.2345
0.2345
0.2350
0.2350
0.2350
0.2355
0.2355
0.2355
0.2360
0.2360
0.2460
2.8330
At December 31, 2023, a distribution of $0.2565 per common share was payable and was paid in January 2024. At
December 31, 2022, a distribution of $0.2485 per common share was payable and was paid in January 2023.
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 (1)
2023
2022
2021
$ 2.8434500 $ 2.7867654 $ 1.5146899
0.2075500
—
3.2925615
—
0.1802346
0.0854609
$ 3.0510000 $ 2.9670000 $ 4.8927123
(1) The amount distributed in 2021 includes the $2.060 tax distribution of Orion shares, that occurred in conjunction with the Orion Divestiture on
November 12, 2021, after our merger with VEREIT on November 1, 2021. The fair market value of these shares for tax distribution was
determined to be $20.6272 per share, which was calculated using the five-day volume weighted average share price after issuance.
17.
Net Income per Common Share
Basic net income per common share is computed by dividing net income available to common stockholders by the
weighted average number of common shares outstanding during each period. Diluted net income per common
share is computed by dividing net income available to common stockholders, plus income attributable to dilutive
shares and convertible common units for the period, by the weighted average number of common shares that would
have been outstanding assuming the issuance of common shares for all potentially dilutive common shares
outstanding during the reporting period.
The following is a reconciliation of the denominator of the basic net income per common share computation to the
denominator of the diluted net income per common share computation (shares in thousands):
Weighted average shares used for the basic net income per share computation
Incremental shares from share-based compensation
Dilutive effect of forward ATM offerings
Weighted average shares used for diluted net income per share computation
Unvested shares from share-based compensation that were anti-dilutive
Weighted average partnership common units convertible to common shares that
were anti-dilutive
Weighted average forward ATM offerings that were anti-dilutive
83
Years ended December 31,
2022
611,766
395
20
612,181
32
2023
692,298
349
377
693,024
117
2021
414,535
235
—
414,770
45
1,795
759
1,292
644
500
—
18.
Supplemental Disclosures of Cash Flow Information
The following table summarizes our supplemental cash flow information during the periods indicated below (in
thousands):
Supplemental disclosures:
Cash paid for interest
Cash paid for income taxes
Cash paid for merger and integration-related costs
Non-cash activities:
Net (decrease) increase in fair value of derivatives
Increase in noncontrolling interests from property acquisitions
Mortgages assumed at fair value (1)
Notes payable assumed at fair value
Issuance of common partnership units of Realty Income, L.P. (2)
Non-cash assets and liabilities assumed in merger
Non-cash assets and liabilities distributed in Orion Divestiture
Years ended December 31,
2023
2022
2021
$
$
$
$
$
$
$
$
$
$
692,004 $
501,716 $
355,483
12,283 $
45,031 $
19,676
11,329 $
22,783 $
157,115
(116,145) $
58,753 $
40,489
39,156 $
— $
—
— $
— $
— $
— $
— $
45,079 $
911,525
— $
4,946,965
51,221 $
38,783
— $ 11,559,875
— $
1,142,121
(1) For the year ended December 31, 2021, includes £31.0 million Sterling, converted at the applicable exchange rate on the date of transaction,
for one mortgage and $869.1 million, estimated at fair value, for ten mortgages from our merger with VEREIT.
(2) For the year ended December 31, 2022, includes 734,458 common partnership units of Realty Income L.P. that were issued in connection with
the acquisition of nine properties. For the year ended December 31, 2021, includes $1.8 million for the issuance of 56,400 units on November
1, 2021 that were a result of our merger with VEREIT, $20.4 million for the issuance of 300,604 units on November 30, 2021 that were a partial
consideration for an acquisition of properties, and $16.6 million for the issuance of 240,586 units on December 30, 2021 that were issued to a
new partner in connection with an industrial property contribution.
The following table provides a reconciliation of cash and cash equivalents reported on our consolidated balance
sheets to the total of the cash, cash equivalents, and restricted cash reported within our consolidated statements of
cash flows (in thousands):
Cash and cash equivalents shown in the consolidated balance sheets
Restricted escrow deposits (1)
Impounds related to mortgages payable (1)
Total cash, cash equivalents, and restricted cash shown in the consolidated
statements of cash flows
$
$
232,923 $
6,247
53,005
171,102
37,627
18,152
292,175 $
226,881
December 31, 2023
December 31, 2022
(1) Included within 'other assets, net' on our consolidated balance sheets (see note 3, Supplemental Detail for Certain Components of
Consolidated Balance Sheets). These amounts consist of cash that we are legally entitled to, but that is not immediately available to us. As a
result, these amounts were considered restricted as of the dates presented.
19.
Common Stock Incentive Plan
In March 2021, our Board of Directors adopted, and in May 2021, stockholders approved, the Realty Income 2021
Incentive Award Plan (the "2021 Plan"). The 2021 Plan offers our directors, employees, and consultants an
opportunity to own our stock and/or rights that will reflect our growth, development and financial success. Except as
noted below, the aggregate number of shares of our common stock subject to options, stock purchase rights
("SPR"), stock appreciation rights ("SAR"), and other awards, will be no more than 8.9 million shares. The maximum
number of shares that may be subject to options, SPR, SAR and other awards granted under the plan to any
individual in any calendar year may not exceed 3.2 million, and the maximum aggregate amount of cash that may
be paid in cash during any calendar year with respect to one or more shares payable in cash shall be $10.0 million.
The 2021 Plan replaced the Realty Income Corporation 2012 Incentive Award Plan (the"2012 Plan"), which was set
to expire in March 2022 and from which no further awards have been granted. The disclosures below incorporate
activity for both the 2012 Plan and the 2021 Plan.
84
In connection with our merger with VEREIT, shares which remained available for issuance under the VEREIT, Inc.
2021 Equity Incentive Plan immediately prior to the closing of the merger (as adjusted by the Exchange Ratio) may
be used for awards under the 2021 Plan and will not reduce the shares authorized for grant under the 2021 Plan, to
the extent that awards using such shares (i) are permitted without stockholder approval under applicable stock
exchange rules, (ii) are made only to VEREIT service providers or individuals who become Realty Income service
providers following the date of the consummation of the merger, and (iii) are only granted under the 2021 Plan
during the period commencing on the date of the consummation of the merger and ending on June 2, 2031. As a
result, 6.2 million additional shares were available for issuance under the 2021 Plan.
The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated
statements of income and comprehensive income was $26.2 million, $21.6 million, and $16.2 million during the
years ended December 31, 2023, 2022, and 2021, respectively.
Also, in connection with the merger, each outstanding VEREIT, Inc. stock option and restricted stock unit that were
unvested as of November 1, 2021 were converted into equivalent options and restricted stock units, in each case
with respect to shares of the Company's common stock, using the equity award exchange ratio in accordance with
the merger agreement. The converted awards issued by Realty Income have identical terms to the original VEREIT,
Inc. award grant. On November 1, 2021, we issued 0.4 million shares of Realty Income common stock in settlement
of equity awards that vested upon the separation of certain former-VEREIT employees and directors in connection
with the merger. This issuance is excluded from the Restricted Stock Units and Stock Options sections below, as
the awards were not granted under the 2021 Plan. The aggregate fair value of the converted awards was $71.6
million, of which i.) $44.0 million related to pre-combination services and is included in the consideration transferred
in the merger ii.) $25.6 million of expense was recognized during November in merger and integration-related costs
related to the acceleration of vesting upon the separation of certain employees in connection with the merger, and
iii.) $2.0 million will be amortized through general and administrative expenses over the remaining vesting term for
former VEREIT, Inc. employees who were retained by Realty Income. The following disclosures are inclusive of
converted awards for former VEREIT employees continuing as employees of Realty Income, which are reflected as
grants, as the replacement awards represent newly issued awards settled in Realty Income common shares.
In connection with the Orion Divestiture, each stock option, restricted stock unit and performance award outstanding
at November 12, 2021 was entitled to an equitable adjustment equal to the ratio of the five-day volume weighted
average per-share price of Realty Income common stock prior to the Orion Divestiture divided by the five-day
volume weighted average per-share of Realty Income common stock following the Orion Divestiture, resulting in an
adjustment factor of approximately 1.002342. The equitable adjustment was considered a modification in
accordance with the provisions of ASC 718, Compensation-Stock Compensation. As a result, we compared the fair
value of each award immediately prior to the equitable adjustment to the fair value immediately after the equitable
adjustment to measure incremental compensation cost, if any. The equitable adjustment did not result in any
incremental fair value. Therefore, no stock-based compensation expense was recorded as of result of the
modification. The following disclosures are inclusive of these adjustments, which has been labeled 'Equitable
adjustment - Orion Divestiture' throughout.
A.
The following table summarizes our common stock grant activity:
Restricted Stock
Outstanding nonvested shares,
beginning of year
Shares granted (2)
Shares vested
Shares forfeited
Outstanding nonvested shares,
end of each period
2023
2022
2021
Number of
shares
Weighted
average
price (1)
Number of
shares
Weighted
average
price (1)
Number of
shares
Weighted
average
price (1)
242,660 $
67.12
212,630 $
65.20
219,482 $
63.69
222,511 $
65.40
156,274 $
67.37
133,052 $
64.27
(110,634) $
61.28
(118,160) $
63.95
(124,505) $
61.57
(7,486) $
66.91
(8,084) $
67.78
(15,399) $
65.09
347,051 $
67.89
242,660 $
67.12
212,630 $
65.20
(1) Grant date fair value.
(2) Our restricted stock awards granted to employees vest over a service periods not exceeding four-years. Additionally effective November 1,
2022, and applied retroactively for all outstanding awards, we have a retirement provision whereby the vesting date for eligible participants is
accelerated based on certain criteria.
85
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% annual
increments upon re-election to the Board at each of the three Annual Meetings of Stockholders following the
grant date;
For directors with six years of service at the date of grant, shares vest in 50% annual increments upon re-
election to the Board at each of the two Annual Meetings of Stockholders following the grant date;
For directors with seven years of service at the date of grant, shares are 100% vested upon re-election to
the Board in the following year; 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.
For the years ended December 31, 2023, 2022, and 2021, respectively, we granted 40,000, 40,000, and 36,000
total shares of restricted stock granted to the independent members of our Board of Directors in connection with our
annual awards in May 2023, 2022 and 2021, respectively. In addition, in November 2021, we granted 8,000 shares
of restricted stock to the new members of our Board of Directors, which vest in equal parts over a three-year service
period. In connection with our annual awards, 20,000, 20,000, and 24,000 shares vested immediately and 20,000,
20,000, and 12,000 shares vest in equal parts over a three-year service period for the years ended December 31,
2023, 2022, and 2021, respectively.
As of December 31, 2023, the remaining unamortized share-based compensation expense related to restricted
stock totaled $14.9 million, which is being amortized on a straight-line basis over the service period of each
applicable award. The amount of share-based compensation is based on the fair value of the stock at the grant
date. We define the grant date as the date the recipient and Realty Income have a mutual understanding of the key
terms and conditions 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.
Restricted Stock Units
B.
During 2023, 2022 and 2021, and in connection with our merger with VEREIT Inc., we also granted restricted stock
units that primarily vest over service periods of three or four-years and have the same economic rights as shares of
restricted stock:
Outstanding nonvested shares,
beginning of year
Equitable adjustment - Orion
Divestiture (2)
Shares granted
Shares vested
Shares forfeited
Outstanding nonvested shares,
end of each period
2023
2022
2021
Number of
restricted
stock units
Weighted
average
price (1)
Number of
restricted
stock units
Weighted
average
price (1)
Number of
restricted
stock units
Weighted
average
price (1)
58,513 $
67.91
67,367 $
69.69
18,670 $
70.38
—
—
109
15,065 $
66.41
24,820 $
66.82
71,956 $
68.96
(29,492) $
70.30
(26,917) $
70.55
(23,368) $
66.96
(1,474) $
71.02
(6,757) $
71.14
—
42,612 $
65.62
58,513 $
67.91
67,367 $
69.69
(1) Grant date fair value.
(2) Effective with the Orion Divestiture on November 12, 2021, outstanding equity awards were adjusted by a conversion ratio of 1.002342 per one
Realty Income share then held.
As of December 31, 2023, the remaining share-based compensation expense related to the restricted stock units
totaled $1.1 million and is being recognized on a straight-line basis over the service period. The amount of share-
based compensation for the restricted stock units is based on the fair value of our common stock at the grant date.
The expense amortization period for restricted stock units is the lesser of the four-year service period or the period
over which the awardee reaches the qualifying retirement age. For employees who have already met the qualifying
retirement age, restricted stock units are fully expensed at the grant date.
86
Performance Shares
C.
During 2023, 2022 and 2021, we granted annual performance share awards, as well as dividend equivalent rights,
to our executive officers. The number of performance shares that vest for each of the three years is based on the
achievement of the following performance goals:
Annual Performance Awards Metrics
Total shareholder return (“TSR”) ranking relative to MSCI US REIT Index
Dividend per share growth rate
Net Debt-to-Pro Forma Adjusted EBITDAre Ratio
Net Debt-to-Adjusted EBITDAre Ratio
Weighting for year granted
2023
2022
2021
55 %
20 %
25 %
N/A
55 %
20 %
25 %
N/A
70 %
15 %
N/A
15 %
The annual performance shares are earned based on our performance related to our metrics above, 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 2021 performance awards began on January 1, 2021 and ended on December 31,
2023. The performance period for the 2022 performance awards began on January 1, 2022 and will end on
December 31, 2024. The performance period for the 2023 performance awards began on January 1, 2023 and will
end on December 31, 2025.
On November 15, 2021, the Compensation Committee approved a one-time grant of performance share awards
and a one-time cash bonus to certain of our named executives in connection with the completion of our merger with
VEREIT and the transactions contemplated thereby, including the Orion Divestiture (the "VEREIT Transaction"). The
awards were made to reward the executives for the successful consummation of the VEREIT Transaction and were
intended to retain and motivate the executives to achieve optimal synergies and incentivize further growth from the
merger. The performance shares were earned based on our performance related to Adjusted Funds from
Operations Available to Common Stockholders ("AFFO") accretion (50% weighting) and general and administrative
expense synergies (50% weighting), and vested 50% upon the completion of the performance period. The
remaining 50% vested on the one-year anniversary of the completion of the applicable performance period. All
vesting is subject to continued service. The performance period was one year for the AFFO accretion targets from
January 1, 2022 to December 31, 2022, and was two years for the general and administrative expense synergies
from January 1, 2022 to December 31, 2023.
The fair value of the performance shares was estimated on the date of grant using a Monte Carlo Simulation model.
The fair value of the one-time performance shares was based on the fair value of our common stock at the grant
date and is dependent on the probability of satisfying the performance conditions stipulated in the award grant. The
following table summarizes our performance share grant activity, inclusive of annual performance shares and the
one-time performance shares related to the merger with VEREIT:
Outstanding nonvested shares,
beginning of year
Equitable adjustment - Orion
Divestiture (2)
Shares granted
Shares vested
Shares forfeited
Outstanding nonvested shares,
end of each period
2023
2022
2021
Number of
performance
shares
Weighted
average
price (1)
Number of
performance
shares
Weighted
average
price (1)
Number of
performance
shares
Weighted
average
price (1)
470,880 $
73.37
388,139 $
68.09
291,759 $
69.73
—
—
752
215,040 $
73.32
174,940 $
77.73
257,149 $
64.18
(124,151) $
76.59
(74,247) $
59.62
(109,113) $
62.52
— $
—
(17,952) $
58.59
(52,408) $
65.83
561,769 $
72.64
470,880 $
73.37
388,139 $
68.09
(1) Grant date fair value.
(2) Effective with the Orion Divestiture on November 12, 2021, outstanding equity awards were adjusted by a conversion ratio of 1.002342 per one
Realty Income share then held.
As of December 31, 2023, the remaining share-based compensation expense related to the performance shares
totaled $17.4 million and is being recognized on a tranche-by-tranche basis over the service period.
87
Stock Options
D.
In connection with our merger with VEREIT in 2021, 709,426 stock options were converted with a weighted average
exercise price of $53.80 per option. There were no outstanding stock options prior to the VEREIT merger, and no
additional stock options have since been granted.
The fair value of the stock options as of their grant date is determined using the Black-Scholes option pricing model,
which requires the input of assumptions including expected terms, expected volatility, dividend yield and risk-free
rate.
As of December 31, 2023, we had 28,343 outstanding nonvested stock options with a weighted average exercise
price of $54.50 per option. Their weighted average remaining contractual term is 4.8 years.
Compensation expense for stock options is recognized on a straight-line basis over the service period described
above. During the years ended December 31, 2023, we recorded no expense related to stock options. During each
of the years ended December 31, 2022 and 2021, we recorded less than $0.1 million of expense related to stock
options. As of December 31, 2023, there was no unamortized expense relating to our outstanding stock options.
20.
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, 2023, we had commitments of $32.7 million, which primarily relate to re-leasing costs, recurring
capital expenditures, and non-recurring building improvements. In addition, as of December 31, 2023, we had
committed $740.0 million under construction contracts related to development projects, which have estimated rental
revenue commencement dates between January 2024 and January 2025.
We have certain properties that are subject to ground leases, which are accounted for as operating leases.
At December 31, 2023, minimum future rental payments for the next five years and thereafter are as follows (in
millions):
2024
2025
2026
2027
2028
Thereafter
Operating
Leases
Finance
Leases
Total
$
39.4 $
5.3 $
38.8
38.0
35.5
31.9
497.5
681.1 $
(255.9)
425.2 $
3.6
9.2
1.5
1.5
48.9
70.0 $
(25.7)
44.3
44.7
42.4
47.2
37.0
33.4
546.4
751.1
Total
Present value adjustment for remaining lease payments (1)
Total lease liability
$
$
(1) The discount rates are specific for individual leases primarily based on the lease term. The range of discount rates used to calculate the
present value of the operating lease payments is 0.94% to 6.42% and for finance lease payments is 1.14% to 6.21%. The weighted average
discount rate was derived from estimated incremental borrowing rates based on our credit quality, as we did not have any borrowings at the
balance sheet date with comparable terms to our lease agreements. At December 31, 2023, the weighted average discount rate for operating
leases is 3.66% and the weighted average remaining lease term is 23.1 years. At December 31, 2023, the weighted average discount rate for
finance leases is 3.47% and the weighted average remaining lease term is 22.6 years.
21.
Subsequent Events
Dividends
A.
In January 2024, we declared a dividend of $0.2565 per share to our common stockholders, which was paid in
February 2024. In addition, in February 2024, we declared a dividend of $0.2565, which will be paid in March 2024.
88
Agreement and Plan of Merger
B.
On January 23, 2024, we completed our acquisition of Spirit in an all-stock transaction. Pursuant to the terms and
subject to the conditions set forth in the Merger Agreement, the transaction was subject to the approval of Spirit’s
stockholders and satisfaction of other customary closing conditions.
Pursuant to the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, (i)
each outstanding share of Spirit common stock, par value $0.05 per share (other than the Excluded Common
Shares (as defined in the Merger Agreement)) automatically converted into 0.762 of a newly issued share of our
common stock, subject to adjustment as set forth in the Merger Agreement, and cash in lieu of fractional shares,
and (ii) each outstanding share of Spirit’s 6.000% Series A Cumulative Redeemable Preferred Stock, par value
$0.01 per share,converted into the right to receive one share of newly issued Realty Income 6.000% Series A
Cumulative Redeemable Preferred Stock, having substantially the same terms as the Spirit Series A Preferred
Stock.
In connection with our merger with Spirit, we completed the $2.7 billion exchange in principal of outstanding notes
issued by Spirit Realty, L.P. (“Spirit OP”), a wholly owned subsidiary of the Company following the Merger, for new
notes issued by Realty Income and entered into $800.0 million and $500.0 million term loan agreements, which
provide for the assumption of Spirit OP's existing term loan agreements.
Due to the close proximity of the acquisition date and the Company's filing of its annual report on Form 10-K for the
year ended December 31, 2023, the initial accounting for the business combination is incomplete, and therefore we
are unable to disclose the information required by ASC 805, Business Combinations. Such information will be
included in the Company's subsequent Form 10-Q.
Notes Issuance
C.
In January 2024, we issued $450.0 million of 4.750% senior unsecured notes due February 2029 (the “2029
Notes”), and $800.0 million of 5.125% senior unsecured notes due February 2034 (the “2034 Notes”). The public
offering price for the 2029 Notes was 99.225% of the principal amount for an effective annual yield to maturity of
4.923%, and the public offering price for the 2034 Notes was 98.910% of the principal amount for an effective
annual yield to maturity of 5.265%. Interest on the 2029 Notes and the 2034 Notes is paid semi-annually.
ATM Forward Offerings
D.
As of February 20, 2024, ATM forward agreements for a total of 10.8 million shares remain unsettled with total
expected net proceeds of approximately $605 million of which 4.6 million shares were executed in January 2024.
89
Item 9:A
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A:
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and management necessarily
was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of and for the quarter ended December 31, 2023, we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, under the supervision and with the participation of
management, including our Chief Executive Officer and Chief Financial Officer.
Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31,
2023 our disclosure controls and procedures were effective and were operating at a reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief
Executive Officer, Chief Financial Officer, and effected by our Board of Directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles, and includes those
policies and procedures that:
(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management and directors
of the Company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for
the Company.
Management has used the framework set forth in the report entitled “Internal Control--Integrated Framework (2013)”
published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the
effectiveness of the Company’s internal control over financial reporting. Management has concluded that the
Company’s internal control over financial reporting was effective as of the end of the most recent fiscal year. KPMG
LLP has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.
Submitted on February 21, 2024 by,
Sumit Roy, President, Chief Executive Officer
Jonathan Pong, Executive Vice President, Chief Financial Officer, and Treasurer
Changes in Internal Controls
There have been no changes in our internal control over financial reporting that occurred during the quarter ended
December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
90
Limitations on the Effectiveness of Controls
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives
because of its inherent limitations. Internal control over financial reporting is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.
Internal control over financial reporting also can be circumvented by collusion or improper management override.
Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a
timely basis by internal control over financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not
eliminate, this risk.
Item 9B:
Other Information
Director and Officer Trading Arrangements
During the three months ended December 31, 2023, none of our officers or directors adopted or terminated any
contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the
affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 9C:
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None
PART III
Item 10:
Directors, Executive Officers and Corporate Governance
The information required by this item is set forth under the captions “Board of Directors” and “Executive Officers of
the Company” and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for the 2024 Annual
Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
Item 11:
Executive Compensation
The information required by this item is set forth under the caption “Executive Compensation” in our definitive Proxy
Statement for the 2024 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated
herein by reference.
Item 12:
Matters
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
The information required by this item is set forth under the caption “Security Ownership of Certain Beneficial
Owners and Management” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, to be
filed pursuant to Regulation 14A, and is incorporated herein by reference.
Item 13:
Certain Relationships, Related Transactions and Director Independence
The information required by this item is set forth under the caption “Related Party Transactions” in our definitive
Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is
incorporated herein by reference.
Item 14:
Principal Accounting Fees and Services
Our independent registered public accounting firm is KPMG LLP, San Diego, CA, Auditor Firm ID: 185.
The information required by this item is set forth under the caption “Independent Registered Public Accounting Firm
Fees and Services” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed
pursuant to Regulation 14A, and is incorporated herein by reference.
91
PART IV
Item 15:
Exhibits and Financial Statement Schedules
A. The following documents are filed as part of this report.
1. Financial Statements (see Item 8)
a. Reports of Independent Registered Public Accounting Firm
b. Consolidated Balance Sheets,
December 31, 2023 and 2022
c. Consolidated Statements of Income and Comprehensive Income,
Years ended December 31, 2023, 2022 and 2021
d. Consolidated Statements of Equity,
Years ended December 31, 2023, 2022 and 2021
e. Consolidated Statements of Cash Flows,
Years ended December 31, 2023, 2022 and 2021
f. Notes to Consolidated Financial Statements
2. Financial Statement Schedules. Reference is made to page F-1 of this report (electronically filed with the
Securities and Exchange Commission).
a. Schedule III Real Estate and Accumulated Depreciation
Schedules not Filed: All schedules, other than those indicated in the Table of Contents, have been
omitted as the required information is either not material, inapplicable or the information is presented in the financial
statements or related notes.
3. Exhibits
Exhibit No. Description
Plans of acquisition, reorganization, arrangement, liquidation or succession
2.1 Agreement and Plan of Merger, dated as of April 29, 2021, by and among Realty Income Corporation, Rams MD Acquisition Sub
I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc. and VEREIT Operating Partnership, L.P (filed as exhibit 2.1 to the Company's
Form 8-K, filed on April 30, 2021 (File No. 001-13374), and incorporated herein by reference).
2.2 First Amendment to Agreement and Plan of Merger, dated as of June 25, 2021, by and among Realty Income Corporation, Rams
MD Acquisition Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc. and VEREIT Operating Partnership, L.P (filed as exhibit
2.1 to the Company's Form 8-K, filed on June 25, 2021 (File No. 001-13374), and incorporated herein by reference).
2.3 Agreement and Plan of Merger, dated as of October 29, 2023, by and among Realty Income Corporation, Saints MD Acquisition
Sub, Inc. and Spirit Realty Capital, Inc. (filed as exhibit 2.1 to the Company's Form 8-K, filed on October 30, 2023 and
incorporated herein by reference).
Bylaws
3.1 Amended and Restated Bylaws of the Company dated November 3, 2023 (filed as exhibit 3.1 to the Company's Form 10-Q, filed
on November 7, 2023 (File No. 001-13374) and incorporated herein by reference).
3.2 Articles of Incorporation of the Company, as amended by amendment No. 1 dated May 10, 2005 and amendment No. 2 dated
May 10, 2005 (filed as exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2005, filed on August 3, 2005 (File
No. 033-69410) and incorporated herein by reference).
3.3 Articles of Amendment dated July 29, 2011 (filed as exhibit 3.1 to the Company's Form 8-K, filed on August 2, 2011 (File No.
001-13374) and incorporated herein by reference).
3.4 Articles of Amendment dated June 21, 2012 (filed as exhibit 3.1 to the Company's Form 8-K, filed on June 21, 2012 (File No.
001-13374) and incorporated herein by reference).
3.5 Articles of Amendment dated May 14, 2019 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 16, 2019 (File No.
001-13374) and incorporated herein by reference).
3.6 Amended and Restated Bylaws of the Company dated February 19, 2020 (filed as exhibit 3.1 to the Company’s Form 8-K, filed
on February 20, 2020 (File No. 001-13374) and incorporated herein by reference).
3.7 Articles of Amendment dated May 17, 2022 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 19, 2022 (File No.
001-13374) and herein by reference.
3.8 Articles Supplementary dated June 30, 1998 establishing the terms of the Company's Class A Junior Participating Preferred
Stock (filed as exhibit A to exhibit 1 to the Company's Form 8-A12B, filed on June 26, 1998 (File No. 001-13374) and incorporated
herein by reference).
92
3.9 Articles Supplementary dated May 24, 1999 establishing the terms of the Company's 93/8% Class B Cumulative Redeemable
Preferred Stock (filed as exhibit 4.1 to the Company's Form 8-K, filed on May 25, 1999 (File No. 001-13374) and incorporated
herein by reference).
3.10 Articles Supplementary dated July 28, 1999 establishing the terms of the Company's 91/2% Class C Cumulative Redeemable
Preferred Stock (filed as exhibit 4.1 to the Company's Form 8-K, filed on July 30, 1999 (File No. 001-13374) and incorporated
herein by reference).
3.11 Articles Supplementary dated May 24, 2004 and the Articles Supplementary dated October 18, 2004 establishing the terms of the
Company's 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock (filed as exhibit 3.8 to the Company's
Form 8-A12B, filed on May 25, 2004 (File No. 001-13374) and incorporated herein by reference).
3.12 Articles Supplementary dated November 30, 2006 establishing the terms of the Company's 6.75% Monthly Income Class E
Cumulative Redeemable Preferred Stock (filed as exhibit 3.5 to the Company's Form 8-A12B, filed on December 5, 2006 (File
No. 001-13374) and incorporated herein by reference).
3.13 Articles Supplementary to the Articles of Incorporation of the Company classifying and designating the 6.625% Monthly Income
Class F Cumulative Redeemable Preferred Stock, dated February 3, 2012 (the “First Class F Articles Supplementary”) (filed as
exhibit 3.1 to the Company’s Form 8-K, filed on February 3, 2012 (File No. 001-13374) and incorporated herein by reference).
3.14 Certificate of Correction to the First Class F Articles Supplementary, dated April 11, 2012 (filed as exhibit 3.2 to the Company’s
Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).
3.15 Articles Supplementary to the Articles of Incorporation of the Company classifying and designating additional shares of the
6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated April 17, 2012 (filed as exhibit 3.3 to the
Company’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).
3.16 Articles Supplementary to the Articles of Incorporation of Realty Income Corporation classifying and designating the 6.000%
Series A Cumulative Redeemable Preferred Stock (filed as exhibit no. 3.15 to the Company’s Form 8-A12B, filed on January 22,
2024 (File No. 001-13374) and incorporated herein by reference).
Instruments defining the rights of security holders, including indentures
4.1 Indenture dated as of October 28, 1998 between the Company and The Bank of New York (filed as exhibit 4.1 to the Company’s
Form 8-K, filed on October 28, 1998 (File No. 001-13374) and incorporated herein by reference).
4.2 Form of 5.875% Senior Notes due 2035 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 11, 2005 (File No.
033-69410) and incorporated herein by reference).
4.3 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and
The Bank of New York, as Trustee, establishing a series of securities entitled 5.875% Senior Debentures due 2035 (filed as
exhibit 4.3 to the Company’s Form 8-K, filed on March 11, 2005 (File No. 033-69410) and incorporated herein by reference).
4.4 Form of Common Stock Certificate (filed as exhibit 4.16 to the Company’s Form 10-Q for the quarter ended September 30, 2011,
filed on October 28, 2011 (File No. 001-13374) and incorporated herein by reference).
4.5 Form of 3.875% Note due 2024 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on June 25, 2014 (File No. 001-13374), and
incorporated herein by reference).
4.6 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and
The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.875%
Notes due 2024” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on June 25, 2014 (File No. 001-13374), and incorporated
herein by reference).
4.7 Form of 4.125% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on September 23, 2014 (File No.
001-13374), and incorporated herein by reference).
4.8 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and
The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “4.125%
Notes due 2026” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on September 23, 2014 (File No. 001-11374), and
incorporated herein by reference).
4.9 Form of 3.000% Note due 2027 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 12, 2016 (File No. 001-13374),
and incorporated herein by reference).
4.10 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and
The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.000%
Notes due 2027” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 12, 2016 (File No. 001-13374), and
incorporated herein by reference).
4.11 Form of 4.650% Note due 2047 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 15, 2017 (File No. 001-13374),
and incorporated herein by reference).
4.12 Form of 4.125% Note due 2026 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on March 15, 2017 (File No. 001-13374),
and incorporated herein by reference).
4.13 Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and
The Bank of New York Mellon Trust Company, N.A. as successor trustee, establishing a series of securities entitled “4.650%
Notes due 2047” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.4 to the Company’s
Form 8-K, filed on March 15, 2017 (File No. 001-13374), and incorporated herein by reference).
4.14 Form of 3.650% Note due 2028 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 6, 2017 (File No. 001-13374),
and incorporated herein by reference).
4.15 Form of 4.650% Note due 2047 (filed as exhibit 4.4 to the Company’s Form 8-K, filed on December 6, 2017 (File No. 001-13374),
and incorporated herein by reference).
4.16 Form of 3.875% Note due 2025 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on April 4, 2018 (File No. 001-13374), and
incorporated herein by reference).
4.17 Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and
The Bank of New York Mellon Trust Company, N.A. as successor trustee, establishing a series of securities entitled “3.875%
Notes due 2025” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to the Company’s
Form 8-K, filed on April 4, 2018 (File No. 001-13374), and incorporated herein by reference).
93
4.18 Form of 3.250% Note due 2029 (filed as exhibit 4.2 to the Company's Form 8-K, filed on June 16, 2019 (File No. 001-13374), and
incorporated herein by reference).
4.19 Officers’ Certificate pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and
The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.250%
Notes due 2029." (filed as exhibit 4.3 to the Company's Form 8-K, filed on June 16, 2019 (File No. 001-13374), and incorporated
herein by reference).
4.20 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on May 8, 2020 (File No. 001-13374), and
incorporated herein by reference).
4.21 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 16, 2020 (File No. 001-13374), and
incorporated herein by reference).
4.22 Officers' Certificate, dated May 8, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between
the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities
entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on May 8, 2020, (File No. 001-13374),
and incorporated herein by reference).
4.23 Officers' Certificate, dated July 16, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998
between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, re-opening a series of
securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 16, 2020, (File No.
001-13374), and incorporated herein by reference).
4.24 Form of 1.625% Note due 2030 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 1, 2020 (File No. 001-13374),
and incorporated herein by reference).
4.25 Officers’ Certificate dated October 1, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998
between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of
securities entitled “1.625% Notes due 2030” (filed as an Exhibit 4.3 to the Company’s Form 8-K, filed on October 1, 2020 (File
No. 001-13374), and incorporated herein by reference).
4.26 Form of 0.750% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 14, 2020 (File No.
001-13374), and incorporated herein by reference).
4.27 Form of 1.800% Note due 2033 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 14, 2020 (File No.
001-13374), and incorporated herein by reference).
4.28 Officers’ Certificate dated December 14, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28,
1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series
of debt securities entitled “0.750% Notes due 2026” and a series of debt securities entitled “1.800% Notes due 2033” (filed as an
Exhibit 4.4 to the Company's Form 8-K, filed on December 14, 2020 (File No. 001-13374), and incorporated herein by reference).
4.29 Officers’ Certificate dated July 13, 2021 pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new
series of debt securities entitled “1.125% Notes due 2027” and a new series of debt securities entitled “1.750% Notes due
2033.” (filed as Exhibit 4.4 to the Company's Form 8-K, filed on July 13, 2021 (File No. 001-13374), and incorporated herein by
reference).
4.30 Form of 1.125% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 13, 2021 (File No. 001-13374),and
incorporated herein by reference)
4.31 Form of 1.750% Notes due 2033 (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 13, 2021 (File No. 001-13374), and
incorporated herein by reference)
4.32 Form of 1.875% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on January 14, 2022 (File No. 001-13374),
and incorporated herein by reference).
4.33 Form of 2.500% Notes due 2042 (filed as exhibit 4.3 to the Company's Form 8-K, filed on January 14, 2022 (File No. 001-13374),
and incorporated herein by reference).
4.34 Officers’ Certificate dated January 14, 2022, pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a
new series of debt securities entitled “1.875% Notes due 2027” and a new series of debt securities entitled “2.500% Notes due
2042” (filed as exhibit 4.4 to the Company’s Form 8-K, filed on January 14, 2022 (File No. 001-13374), and incorporated herein
by reference).
4.35 Indenture, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the
guarantors named therein and U.S. Bank National Association, as trustee (filed as exhibit 4.1 to VEREIT, Inc.'s Form 8-K, filed on
February 7, 2014 (File No. 001-35263), and incorporated herein by reference).
4.36 Officers’ Certificate, dated as of February 6, 2014 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on February 7, 2014 (File
No. 001-35263), and incorporated herein by reference).
4.37 First Supplemental Indenture, dated as of February 9, 2015, by and among ARC Properties Operating Partnership, L.P.,
American Realty Capital Properties, Inc. and U.S. Bank National Association (filed as exhibit 4.1 to VEREIT, Inc.'s Form 8-K, filed
on February 13, 2015 (File No. 001-35263), and incorporated herein by reference).
4.38 Officers’ Certificate, dated as of June 2, 2016 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on June 3, 2016 (File No.
001-35263), and incorporated herein by reference).
4.39 Officers’ Certificate, dated as of August 11, 2017 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on August 11, 2017 (File
No. 001-35263), and incorporated herein by reference).
4.40 Officers’ Certificate, dated as of October 16, 2018 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on October 16, 2018 (File
No. 001-35263), and incorporated herein by reference).
4.41 Officers’ Certificate, dated as of December 4, 2019 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on December 4, 2019
(File No. 001-35263), and incorporated herein by reference).
4.42 Officers’ Certificate, dated as of June 29, 2020 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on June 29, 2020 (File No.
001-35263), and incorporated herein by reference).
4.43 Officers’ Certificate, dated as of November 17, 2020 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on November 17, 2020
(File No. 001-35263), and incorporated herein by reference).
94
4.44 Second Supplemental Indenture, dated as of November 1, 2021, by an among Rams MD Subsidiary I, Inc., VEREIT Operating
Partnership, L.P., VEREIT, Inc. and U.S. Bank National Association, as trustee (filed as exhibit 4.10 to the Company's Form 8-K,
filed on November 1, 2021 (File No. 001-13374), and incorporated herein by reference).
4.45 Third Supplemental Indenture, dated as of November 9, 2021, by and among VEREIT Operating Partnership, L.P., Rams MD
Subsidiary I, Inc. (f/k/a VEREIT, Inc.) and U.S. Bank National Association, as trustee (filed as exhibit 4.1 to the Company's Form
8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.46 Form of 4.625% Notes due November 1, 2025. (filed as exhibit 4.3 to the Company's Form 8-K, filed on November 15, 2021 (File
No. 001-13374), and incorporated herein by reference).
4.47 Form of 4.875% Notes due June 1, 2026. (filed as exhibit 4.4 to the Company's Form 8-K, filed on November 15, 2021 (File No.
001-13374), and incorporated herein by reference).
4.48 Form of 3.950% Notes due August 15, 2027. (filed as exhibit 4.5 to the Company's Form 8-K, filed on November 15, 2021 (File
No. 001-13374), and incorporated herein by reference).
4.49 Form of 3.400% Notes due January 15, 2028. (filed as exhibit 4.6 to the Company's Form 8-K, filed on November 15, 2021(File
No. 001-13374), and incorporated herein by reference).
4.50 Form of 2.200% Notes due June 15, 2028. (filed as exhibit 4.7 to the Company's Form 8-K, filed on November 15, 2021 (File No.
001-13374), and incorporated herein by reference).
4.51 Form of 3.100% Notes due December 15, 2029. (filed as exhibit 4.8 to the Company's Form 8-K, filed on November 15, 2021
(File No. 001-13374), and incorporated herein by reference).
4.52 Form of 2.850% Notes due December 15, 2032. (filed as exhibit 4.9 to the Company's Form 8-K, filed on November 15, 2021
(File No. 001-13374), and incorporated herein by reference).
4.53 Form of 5.625% Notes due October 13, 2032. (filed as exhibit 4.2 to the Company's Form 8-K, filed on October 13, 2022 (File No.
001-13374), and incorporated herein by reference).
4.54 Officers’ Certificate dated October 13, 2022 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998
between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a
new series of debt securities entitled “5.625% Notes due 2032” and including the form of debt securities of such series (filed as
exhibit 4.3 to the Company’s Form 8-K, filed on October 13, 2022 (File No. 001-13374), and incorporated herein by reference)
4.55 Form of 5.050% Note due 2026 issued on January 13, 2023 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on January 13,
2023 (File No. 001-13374) and incorporated herein by reference).
4.56 Form of 4.850% Note due 2030 issued on January 13, 2023 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on January 13,
2023 (File No. 001-13374) and incorporated herein by reference).
4.57 Officers’ Certificate dated January 13, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998
between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a
new series of debt securities entitled “5.050% Notes due 2026” and a new series of debt securities entitled “4.850% Notes due
2030” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on
January 13, 2023 (File No. 001-13374) and incorporated herein by reference).
4.58 Form of 4.700% Note due 2028 issued on April 14, 2023 (filed as part of exhibit 4.4 to the Company's Form 8-K, filed on April 14,
2023 (File No. 001-13374) and incorporated herein by reference).
4.59 Form of 4.900% Note due 2033 issued on April 14, 2023 (filed as part of exhibit 4.4 to the Company's Form 8-K, filed on April 14,
2023 (File No. 001-13374) and incorporated herein by reference).
4.60 Officers’ Certificate dated April 14, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998
between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a
new series of debt securities entitled “4.700% Notes due 2028” and a new series of debt securities entitled “4.900% Notes due
2033” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company's Form 8-K, filed on April
14, 2023 (File No. 001-13374) and incorporated herein by reference).
4.61 Form of 4.875% Note due 2030 issued on July 6, 2023 (filed as part of exhibit 4.4 to the Company’s Form 8-K, filed on July 6,
2023 (File No. 001-13374) and incorporated herein by reference).
4.62 Form of 5.125% Note due 2034 issued on July 6, 2023 (filed as part of exhibit 4.4 to the Company’s Form 8-K, filed on July 6,
2023 (File No. 001-13374) and incorporated herein by reference).
4.63 Officers’ Certificate dated July 6, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998
between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a
new series of debt securities entitled “4.875% Notes due 2030” and a new series of debt securities entitled “5.125% Notes due
2034” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on July
6, 2023 (File No. 001-13374) and incorporated herein by reference).
4.64 Form of 5.750% Note due 2031 issued on December 5, 2023 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December
5, 2023 (File No. 001-13374) and incorporated herein by reference).
4.65 Form of 6.000% Note due 2039 issued on December 5, 2023 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December
5, 2023 (File No. 001-13374) and incorporated herein by reference).
4.66 Officers’ Certificate dated December 5, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28,
1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the
terms of a new series of debt securities entitled “5.750% Notes due 2031” and a new series of debt securities entitled “6.000%
Notes due 2039” and including the forms of debt securities of each such series (filed as exhibit no. 4.4 to the Company’s Form 8-
K, filed on December 5, 2023 (File No. 001-13374) and incorporated herein by reference).
4.67 Form of 4.750% Note due 2029 issued on January 16, 2024 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on January 16,
2024 (File No. 001-13374) and incorporated herein by reference).
4.68 Form of 5.125% Note due 2034 issued on January 16, 2024 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on January 16,
2024 (File No. 001-13374) and incorporated herein by reference).
95
4.69 Officers’ Certificate dated January 16, 2024 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998
between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a
new series of debt securities entitled “4.750% Notes due 2029” and a new series of debt securities entitled “5.125% Notes due
2034” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on
January 16, 2024 (File No. 001-13374) and incorporated herein by reference).
4.70 Indenture, dated as of August 18, 2016, between Spirit Realty, L.P. and U.S. Bank National Association, as trustee (filed as
Exhibit 4.1 to the Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on August 19, 2016 (File No. 001-36004) and
incorporated by reference herein).
4.71 First Supplemental Indenture, dated as of August 18, 2016, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and
U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty
Capital, Inc.’s Current Report on Form 8-K (File No. 001-36004) previously filed on August 19, 2016 and incorporated by
reference herein).
4.72 Second Supplemental Indenture, dated as of June 27, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor,
and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit
Realty Capital, Inc.’s Current Report on Form 8-K, filed on June 27, 2019 (File No. 001-36004) and incorporated by reference
herein).
4.73 Third Supplemental Indenture, dated as of September 16, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as
guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2
to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on September 16, 2019 (File No. 001-36004) and incorporated by
reference herein).
4.74 Fourth Supplemental Indenture, dated as of September 16, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as
guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3
to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on September 16, 2019 (File No. 001-36004) and incorporated by
reference herein).
4.75 Fifth Supplemental Indenture, dated as of August 6, 2020, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and
U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3 to Spirit Realty
Capital, Inc.’s Current Report on Form 8-K, filed on August 6, 2020 (File No. 001-36004) and incorporated by reference herein).
4.76 Sixth Supplemental Indenture, dated as of March 3, 2021, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and
U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3 to Spirit Realty
Capital, Inc.’s Current Report on Form 8-K, filed on March 3, 2021 (File No. 001-36004) and incorporated by reference herein).
4.77 Seventh Supplemental Indenture, dated as of March 3, 2021, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor,
and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3 to Spirit
Realty Capital, Inc.’s Current Report on Form 8-K, filed March 3, 2021 (File No. 001-36004) and incorporated by reference
herein).
4.78 Eighth Supplemental Indenture, dated as of January 23, 2024, by and among Spirit Realty, L.P., Saints MD Subsidiary, Inc. (f/k/a
Spirit Realty Capital, Inc.), as guarantor, and U.S. Bank Trust Company, National Association (as successor in interest to U.S.
Bank National Association), as trustee (filed as exhibit no. 4.9 to the Company’s Form 8-K, filed on January 24, 2024 (File No.
001-13374) and incorporated herein by reference).
4.79 Form of 4.450% Notes due September 15, 2026 issued on January 23, 2024 (filed as exhibit no. 4.11 to the Company’s Form 8-
K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.80 Form of 3.200% Notes due January 15, 2027 issued on January 23, 2024 (filed as exhibit no. 4.12 to the Company’s Form 8-K,
filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.81 Form of 2.100% Notes due March 15, 2028 issued on January 23, 2024 (filed as exhibit no. 4.13 to the Company’s Form 8-K,
filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.82 Form of 4.000% Notes due July 15, 2029 issued on January 23, 2024 (filed as exhibit no. 4.14 to the Company’s Form 8-K, filed
on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.83 Form of 3.400% Notes due January 15, 2030 issued on January 23, 2024 (filed as exhibit no. 4.15 to the Company’s Form 8-K,
filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.84 Form of 3.200% Notes due February 15, 2031 issued on January 23, 2024 (filed as exhibit 4.16 to the Company’s Form 8-K, filed
on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.85 Form of 2.700% Notes due February 15, 2032 issued on January 23, 2024 (filed as exhibit 4.17 to the Company’s Form 8-K, filed
on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.86 Officers’ Certificate, dated as of January 23, 2024, pursuant to Sections 201, 301 and 303 of the Indenture, dated as of October
28, 1998, between Realty Income Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee,
establishing the terms of a new series of debt securities entitled “4.450% Notes due 2026,” a new series of debt securities entitled
“3.200% Notes due 2027,” a new series of debt securities entitled “2.100% Notes due 2028,” a new series of debt securities
entitled “4.000% Notes due 2029,” a new series of debt securities entitled “3.400% Notes due 2030,” a new series of debt
securities entitled “3.200% Notes due 2031” and a new series of debt securities entitled “2.700% Notes due 2032” and including
the forms of debt securities of each such series (filed as exhibit 4.18 to the Company’s Form 8-K, filed on January 24, 2024 (File
No. 001-13374) and incorporated herein by reference).
4.87 Form of Specimen Certificate for Realty Income’s 6.000% Series A Cumulative Redeemable Preferred Stock (filed as exhibit no.
4.1 to the Company’s Form 8-A12B, filed on January 22, 2024 (File No. 001-13374) and incorporated herein by reference).
4.88* Description of Securities.
Material Contracts
10.1+ Realty Income Corporation 2012 Incentive Award Plan (filed as Appendix B to the Company’s Proxy Statement on Schedule 14A
filed on March 30, 2012 (File No. 001-13374) and incorporated herein by reference).
10.2+ Form of Restricted Stock Agreement for Employees under the Realty Income Corporation 2012 Incentive Award Plan (filed as
exhibit 10.1 to the Company’s Form 8-K, filed on January 8, 2013 (File No. 001-13374) and incorporated herein by reference).
96
10.3+ Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2012 Incentive Award
Plan (filed as exhibit 10.2 to the Company’s Form 8-K, filed on January 8, 2013 (File No. 001-13374) and incorporated herein by
reference).
10.4+ Form of Addendum to Restricted Stock Agreement (filed as exhibit 10.2 to the Company’s Form 8-K, filed on June 19, 2013 (File
No. 001-13374) and incorporated herein by reference).
10.5+ Amended and Restated Form Indemnification Agreement, between the Company and each executive officer and each director of
the Board of Directors of the Company (filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 30, 2014 (File No.
001-13374) and incorporated herein by reference).
10.6+ Form of Performance Share Award Agreement (filed as exhibit 10.1 to the Company’s Form 10-Q, filed on April 30, 2015 (File No.
001-13374) and incorporated herein by reference).
10.7+ Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended,
on February 23, 2015, as a prospectus supplement to the Company’s prospectus dated February 22, 2013 (File No. 333-186788)
and incorporated herein by reference).
10.8+ Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended,
on July 30, 2015, as a prospectus supplement to the Company’s prospectus dated February 22, 2013 (File No. 333-186788) and
incorporated herein by reference).
10.9+ Form of Restricted Stock Agreement (filed as exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, 2015,
filed on February 11, 2016 (File No. 001-13374) and incorporated herein by reference).
10.10+ Form of Restricted Stock Unit Award Agreement (filed as exhibit 10.31 to the Company’s Form 10-K for the year ended
December 31, 2015, filed on February 11, 2016 (file No. 001-13374) and incorporated herein by reference).
10.11+ First Amendment to Realty Income Corporation 2012 Incentive Award Plan. (filed as exhibit 10.33 to the Company’s Form 10-K,
filed on February 23, 2017 (File No. 001-13374) and incorporated herein by reference).
10.12+ Second Amendment to Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K,
filed on February 17, 2017 (File No. 001-13374) and incorporated herein by reference).
10.13+ Form of Performance Share Award Agreement (filed as exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31,
2017, filed on April 30, 2017 (File No. 001-13374) and incorporated herein by reference).
10.14+ Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed on
January 18, 2019 (File No. 001-13374) and incorporated herein by reference).
10.15+ Form of Participation Agreement to Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.2 to the
Company's Form 8-K, filed on January 18, 2019 (File No. 001-13374) and incorporated herein by reference).
10.16+ Severance Agreement and General Release dated January 29, 2020 (filed as exhibit 10.1 to the Company's Form 8-K, filed on
January 30, 2020 (File No. 001-13374) and incorporated herein by reference).
10.17+ Participation Agreement to Realty Income Executive Severance Plan, dated as of October 12, 2020, by and between Realty
Income Corporation and Christie B. Kelly. (filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 13, 2020 (File No.
001-13374) and incorporated herein by reference).
10.18+ Realty Income Corporation 2021 Incentive Award Plan (filed as Appendix B to the Company's Proxy Statement on Schedule 14A
filed on April 01, 2021 (File No. 001-13374) and incorporated herein by reference).
10.19+ First Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.1 to the Company's Form 8-K,
filed on November 1, 2021 (File No. 001-13374) and incorporated herein by reference).
10.20+ Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award
Plan (filed as Exhibit 10.2 to the Company's Registration Statement on Form S-8 filed on May 18, 2021 (File No. 333-256254)
and incorporated herein by reference).
10.21+ Form of Restricted Stock Agreement for Executives under the Realty Income Corporation 2021 Incentive Award Plan (filed as
exhibit 10.21 to the Company’s Form 10-K for the year ended December 31, 2021, filed on February 23, 2022 (File No.
001-13374) and incorporated herein by reference).
10.22+ Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Executives under the Realty Income Corporation 2021
Incentive Award Plan (filed as exhibit 10.22 to the Company’s Form 10-K for the year ended December 31, 2022, filed on
February 23, 2022 (File No. 001-13374) and incorporated herein by reference).
10.23+ Form of November 15, 2021 Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award
Plan (filed as exhibit 10.23 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File
No. 001-13374) and incorporated herein by reference).
10.24+ Form of Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit
10.24 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and
incorporated herein by reference).
10.25+ Form of Restricted Stock Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan (filed
as exhibit 10.25 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by
reference).
10.26+ Form of Restricted Stock Agreement for Executive Officers (Christie Kelly) under the Realty Income Corporation 2021 Incentive
Award Plan (filed as exhibit 10.26 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and
incorporated herein by reference).
10.27+ Form of Performance Share Award Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award
Plan (filed as exhibit 10.27 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein
by reference).
10.28+ Form of Performance Share Award Agreement for Executive Officers (Christie Kelly) under the Realty Income Corporation 2021
Incentive Award Plan (filed as exhibit 10.28 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and
incorporated herein by reference).
97
10.29+ Realty Income Corporation Retirement Policy, effective as of November 7, 2022 (filed as exhibit 10.29 to the Company's Form 10-
K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).
10.30 Consent Letter, dated July 20, 2021, among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National
Association, as Administrative Agent, and the other parties named therein (filed as Exhibit 10.1 to the Company's Form 8-K filed
on July 22, 2021 (File No. 001-13374) and incorporated herein by reference).
10.31 Second Amended and Restated Credit Agreement dated August 7, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed
on August 12, 2019 (File No. 001-13374) and incorporated herein by reference).
10.32 First Amendment to the Second Amended and Restated Credit Agreement dated December 22, 2021 (filed as exhibit 10.1 to the
Company's Form 8-K, filed on December 28, 2021 (File No. 001-13374) and incorporated herein by reference).
10.33 Third Amended and Restated Credit Agreement among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank,
National Association, as Administrative Agent, and the other parties named therein (filed as exhibit 10.1 to the Company’s Form
8-K filed on April 28, 2022 (File No. 001-13374) and incorporated herein by reference).
10.34 First Amendment to Third Amended and Restated Credit Agreement, dated December 21, 2023, by and among the Company, as
Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties
named therein (filed as exhibit no. 10.1 to the Company’s Form 8-K filed on December 21, 2023 (File No. 001-13374) and
incorporated herein by reference).
10.35 First Amendment to Term Loan Agreement, dated December 21, 2023, by and among the Company, as Borrower, the lender
parties thereto, as lenders, and Toronto Dominion (Texas) LLC, as Administrative Agent (filed as exhibit no. 10.2 to the
Company’s Form 8-K filed on December 21, 2023 (File No. 001-13374) and incorporated herein by reference).
10.36 Term Loan Agreement, dated January 6, 2023, by and among Realty Income Corporation, as borrower, the lender parties thereto,
as lenders, and Toronto Dominion (Texas) LLC, as administrative agent (filed as exhibit 10.1 to the Company’s Form 8-K, filed on
January 6, 2023 (File No. 001-13374) and incorporated herein by reference).
10.37 Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among Realty Income Corporation, as
Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as
exhibit no. 10.1 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by
reference).
10.38 Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among Realty Income Corporation, as
Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as
exhibit no. 10.2 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by
reference).
Policy Relating to Recovery of Erroneously Awarded Compensation
97.1*+ Realty Income Corporation Policy for Recovery of Erroneously Awarded Compensation, dated October 2, 2023.
Subsidiaries of the Registrant
21.1* Subsidiaries of the Company.
Consents of Experts and Counsel
23.1* Consent of Independent Registered Public Accounting Firm.
Certifications
31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32** Section 1350 Certifications as furnished by the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Interactive Data Files
101.INS*
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
**Furnished herewith.
+ Indicates a management contract or compensatory plan or arrangement
Item 16: Form 10-K Summary
None.
98
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
REALTY INCOME CORPORATION
By:
/s/SUMIT ROY
Sumit Roy
President, Chief Executive Officer
Date: February 21, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
By:
/s/MICHAEL D. MCKEE
Date: February 21, 2024
Michael D. McKee
Non-Executive Chairman of the Board of Directors
By:
/s/PRISCILLA ALMODOVAR
Date: February 21, 2024
Priscilla Almodovar
Director
By:
/s/JACQUELINE BRADY
Date: February 21, 2024
Jacqueline Brady
Director
By:
/s/A. LARRY CHAPMAN
Date: February 21, 2024
A. Larry Chapman
Director
By:
/s/REGINALD H. GILYARD
Date: February 21, 2024
Reginald H. Gilyard
Director
By:
/s/MARY HOGAN PREUSSE
Date: February 21, 2024
Mary Hogan Preusse
Director
By:
/s/PRIYA CHERIAN HUSKINS
Date: February 21, 2024
Priya Cherian Huskins
Director
By:
/s/GERARDO I. LOPEZ
Date: February 21, 2024
Gerardo I. Lopez
Director
By:
/s/GREGORY T. MCLAUGHLIN
Date: February 21, 2024
Gregory T. McLaughlin
Director
99
By:
/s/RONALD L. MERRIMAN
Date: February 21, 2024
Ronald L. Merriman
Director
By:
/s/SUMIT ROY
Sumit Roy
Date: February 21, 2024
Director, President, Chief Executive Officer
(Principal Executive Officer)
By:
/s/JONATHAN PONG
Date: February 21, 2024
Jonathan Pong
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
By:
/s/SEAN P. NUGENT
Date: February 21, 2024
Sean P. Nugent
Senior Vice President, Controller, Principal Accounting Officer
(Principal Accounting Officer)
100
Description
U.S.
Advertising
Aerospace
Apparel
Automotive Collision Service
Automotive Parts
Automotive Service
Automotive Tire Services
Beverage
Child Care
Consumer Electronics
Consumer Goods
Convenience Stores
Crafts and Novelties
Diversified Industrial
Dollar Stores
Drug Stores
Education
Energy
Entertainment
Equipment Services
Financial Services
Food Processing
General Merchandise
Gaming
Grocery
Health and Beauty
Health and Fitness
Health Care
Home Furnishings
Home Improvement
Insurance
Jewelry
Machinery
Motor Vehicle Dealerships
Office Supplies
Other Manufacturing
4
6
79
221
407
808
270
18
320
27
9
2,076
53
22
2,899
594
19
32
28
30
357
13
273
1
244
8
141
493
180
172
3
5
4
64
6
16
REALTY INCOME CORPORATION AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2023
(dollars in thousands)
Number of
Properties
(Note 1)
Encumbrances
(Note 2)
Initial Cost to Company
Buildings,
Improvements and
Acquisition Fees
Land
Cost Capitalized
Subsequent to Acquisition
Gross Amount at Which Carried at Close of
Period (Notes 3, 4 and 6)
Improvements
Carrying
Costs
Buildings,
Improvements and
Acquisition Fees
Land
Accumulated
Depreciation
(Note 5)
Date of
Construction
Total
Date Acquired
1,884,822
2,846,162
$—
$18,677
24,133
53,577
—
—
—
—
—
—
—
17,990
—
—
49,838
1,983
254,729
—
—
—
—
9,280
162,647
165,204
160,113
629,606
221,879
183,323
149,289
57,535
24,077
104,873
57,865
919,277
775,846
28,362
23,442
97,433
31,703
135,382
177,065
—
7,592
—
69,243
—
—
68,360
41,472
15,916
10,998
—
—
—
—
—
24,968
432,290
419,464
580,352
6,696
351,092
341,653
206,189
526,157
2,204
5,367
6,577
229,924
12,603
28,025
$70,647
104,596
450,233
397,470
387,057
1,221,922
476,681
185,539
348,591
158,334
259,494
312,117
360,336
2,588,243
2,159,983
58,918
74,471
219,535
102,090
455,777
184,897
1,228,772
1,277,403
1,500,504
49,339
1,562,037
1,151,285
561,998
935,456
6,838
58,688
69,225
421,181
38,026
202,510
$18,677
9,280
162,647
165,204
160,113
629,606
221,879
183,323
149,289
57,535
24,077
$70,647
$89,324
$5,541
1990
- 2009
3/26/2021
107,893
117,173
48,022
1951
- 2013
6/20/2011
457,886
620,533
84,459
1962
- 2022
10/30/1987
-
-
-
11/1/2021
11/1/2021
3/22/2023
419,615
584,819
65,871
1920
- 2023
8/30/2002
- 12/21/2023
394,242
554,355
113,720
1969
- 2020
8/6/1987
-
3/22/2023
1,306,914
1,936,520
152,030
1920
- 2023
10/2/1985
- 12/21/2023
504,564
726,443
157,639
1947
- 2023
11/27/1985
- 10/18/2023
185,539
368,862
61,713
1950
- 2020
6/25/2010
354,977
504,266
128,677
1957
- 2023
12/22/1981
160,530
218,065
24,810
1991
- 2020
6/9/1997
260,419
284,496
45,221
1987
- 2013
1/22/2013
-
-
-
-
6/28/2022
12/7/2023
8/22/2023
11/1/2021
1,884,822
2,870,277
4,755,099
599,684
1922
- 2023
3/3/1995
- 12/21/2023
104,873
57,865
919,277
775,846
28,362
23,442
97,433
31,703
177,065
24,968
432,290
419,464
580,352
6,696
351,092
341,653
206,189
526,157
2,204
5,367
6,577
229,924
12,603
28,025
314,731
419,604
47,880
1974
- 2022
11/26/1996
378,312
436,177
38,147
1954
- 2021
9/19/2012
-
-
3/22/2023
3/22/2023
2,595,106
3,514,383
533,523
1925
- 2023
2/3/1998
- 12/21/2023
2,164,226
2,940,072
529,688
1958
- 2015
9/30/1998
-
8/24/2023
63,535
74,768
91,897
98,210
17,061
1957
- 2009
12/19/1984
- 11/22/2022
4,644
1963
- 2014
11/1/2021
2021
3/31/1999
-
-
11/1/2021
6/30/2023
246,167
343,600
17,115
1960
103,514
135,217
18,730
1965
449,340
626,405
109,972
1807
210,701
235,669
21,523
1991
1,228,152
1,660,442
185,927
1954
1,277,403
1,696,867
39,539
2019
1,509,386
2,089,738
287,504
1947
51,881
58,577
8,221
1999
1,574,827
1,925,919
404,359
1943
1,176,358
1,518,011
122,778
1922
572,379
778,568
72,276
1960
941,495
1,467,652
171,569
1863
6,838
58,688
69,225
9,042
64,055
75,802
422
2000
7,596
1997
8,837
1969
422,881
652,805
93,690
1962
39,512
52,115
8,419
1978
205,998
234,023
24,822
1979
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2022
7/3/2003
- 12/15/2023
2015
3/10/1987
2023
12/20/2012
2023
8/6/1987
2019
12/1/2022
2021
9/30/2003
2017
2/23/1999
2023
5/31/1995
-
-
-
-
-
-
-
3/22/2023
9/15/2023
12/6/2023
12/1/2022
6/1/2023
3/22/2023
8/23/2023
2023
12/18/1984
- 12/18/2023
2021
1/24/1984
2022
12/22/1986
-
-
5/10/2023
6/13/2023
2012
11/1/2021
- 10/17/2022
2008
1/22/2013
2021
7/31/2012
-
-
11/1/2021
3/22/2023
2023
11/29/2003
- 11/30/2023
2014
5/30/1997
-
11/1/2021
2018
1/22/2013
- 12/15/2022
$—
3,297
7,454
22,135
6,358
84,848
27,802
—
5,658
2,145
925
23,970
2,174
17,976
6,854
4,143
4,514
297
26,632
1,424
(6,538)
25,804
(1,155)
—
8,557
2,542
12,618
24,848
10,253
5,976
—
—
—
1,700
1,147
3,248
$—
—
199
10
827
144
81
—
728
51
—
145
440
—
9
100
103
—
—
—
101
—
535
—
325
—
172
225
128
63
—
—
—
—
339
240
F-1
REALTY INCOME CORPORATION AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
As of December 31, 2023
(dollars in thousands)
Number of
Properties
(Note 1)
Encumbrances
(Note 2)
Initial Cost to Company
Buildings,
Improvements and
Acquisition Fees
Land
Description
Packaging
Paper
Pet Supplies and Services
Restaurants-Casual
18
2
140
836
Restaurants-Quick Service
1,814
Shoe Stores
Sporting Goods
Telecommunications
Theaters
Transportation Services
Warehousing and Storage
Wholesale Club
Other
Europe
Apparel
Automotive Parts
Automotive Tire Services
Consumer Electronics
Convenience Stores
Diversified Industrial
Drug Stores
Energy
Entertainment
Food Processing
General Merchandise
Grocery
Health and Fitness
Health Care
Home Furnishings
Home Improvement
Motor Vehicle Dealerships
Other Manufacturing
Restaurants-Quick Service
Sporting Goods
Theaters
Transportation Services
Warehousing and Storage
Wholesale Club
Other
6
47
7
76
87
2
54
16
3
2
3
2
2
5
1
1
1
7
23
176
2
6
12
92
3
2
1
92
1
3
1
7
3
$626
$45,730
—
—
12,823
—
—
2,462
130,787
654,015
939,921
6,992
12,255
107,608
—
—
—
—
9,303
221,786
177,691
1,442
6,787
306,006
—
31,434
—
—
—
—
—
—
—
—
—
—
—
20,751
3,918
1,707
8,988
5,284
29,505
—
9,562
22,768
33,485
191,349
38,732
1,541,454
29,102
27,163
89,533
729,656
16,376
40,179
713
—
—
—
—
—
—
—
—
—
—
—
—
—
$237,725
11,935
376,248
1,473,143
1,960,658
41,985
366,711
14,392
739,058
1,059,854
15,178
713,020
54,994
79,223
7,737
5,206
24,686
3,301
57,817
—
10,678
35,888
90,850
232,095
2,312,185
28,456
52,355
113,961
938,924
28,146
13,169
1,899
Cost Capitalized
Subsequent to Acquisition
Gross Amount at Which Carried at Close of
Period (Notes 3, 4 and 6)
Improvements
Carrying
Costs
$2,480
45
26,557
$—
—
239
722
1,531
3,593
341
5,185
683
10,719
11,424
—
—
3,916
—
—
—
602
—
922
—
—
—
1,911
19,656
2,361
—
—
—
1,478
—
—
—
892
—
1,142
—
—
7,125
174
215
178
11
—
402
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Land
$45,730
2,462
130,787
654,015
939,921
6,992
107,608
9,303
221,786
177,691
1,442
306,006
31,434
20,751
3,918
1,707
8,988
5,284
29,505
—
9,562
22,768
33,485
191,349
1,541,454
29,102
27,163
89,533
729,656
16,376
40,179
713
264,736
1,455
13,166
52,725
54,550
75,775
Buildings,
Improvements and
Acquisition Fees
Accumulated
Depreciation
(Note 5)
Date of
Construction
Total
Date Acquired
$240,205
$285,935
$52,665
1956
11,980
14,442
5,122
2002
403,044
533,831
54,428
1945
1,475,396
2,129,411
256,294
1965
1,964,425
2,904,346
336,068
1926
42,541
49,533
14,544
1990
372,074
479,682
58,030
1950
15,086
24,389
3,681
1964
749,777
971,563
298,810
1930
1,071,680
1,249,371
256,618
1967
15,178
16,620
3,390
1979
713,020
1,019,026
178,110
1985
58,910
90,344
9,830
1986
79,223
7,737
5,206
25,288
3,301
58,739
—
10,678
35,888
92,761
99,974
11,655
6,913
34,276
8,585
88,244
—
20,240
58,656
126,246
251,751
443,100
4,649
1990
204
1980
581
1974
717
1997
213
1982
2,055
1980
—
1990
600
2020
2,823
1993
4,795
1950
9,191
1980
2,314,546
3,856,000
185,616
1800
28,456
52,355
57,558
79,518
113,961
203,494
1,659
2004
3,801
1969
7,629
1980
940,402
1,670,058
61,997
1890
28,146
13,169
1,899
44,522
53,348
2,612
1,879
1990
614
1912
230
2007
479,003
743,739
8,693
1950
—
29,742
48,919
96,993
7,125
1,455
42,908
101,644
151,543
82,900
—
2011
1,110
1970
3,902
2002
4,559
1973
—
2023
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2016
2006
6/3/2011
-
1/5/2023
5/2/2011
- 12/21/2012
2023
12/22/1981
- 12/15/2023
2019
5/16/1984
-
4/10/2023
2023
12/9/1976
- 10/25/2023
2008
3/26/1998
- 12/22/2021
2020
10/17/2001
-
3/22/2023
2016
6/26/1998
- 10/17/2022
2014
7/27/2000
2016
4/1/2003
2007
1/22/2013
2019
9/30/2011
2021
8/18/1986
2005
4/19/2021
1996
6/17/2022
1994
2006
3/9/2021
3/4/2022
2020
12/21/2021
2020
7/22/2021
1990
1/31/2023
2020
1/13/2022
1993
1/13/2022
2021
11/30/2021
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11/1/2021
4/5/2022
11/1/2021
8/11/2022
4/10/2023
3/30/2023
9/28/2023
3/9/2021
9/29/2023
9/20/2023
3/30/2023
1/31/2023
1/13/2022
1/13/2022
2/23/2023
2023
8/25/2021
- 10/17/2023
2022
5/23/2019
2020
3/24/2022
2006
3/23/2020
2019
4/9/2021
2016
7/31/2020
2005
2/11/2022
1968
4/6/2022
2007
3/17/2021
-
-
-
-
-
-
-
-
12/1/2023
1/31/2023
9/7/2022
4/4/2023
12/6/2023
9/27/2022
6/22/2022
3/17/2021
2018
8/5/2022
- 12/28/2023
2011
12/18/2019
- 12/18/2019
1970
1/6/2022
- 12/22/2022
2002
3/11/2021
-
3/11/2021
2002
10/28/2022
- 10/28/2022
2023
4/27/2023
-
9/29/2023
264,736
478,111
1,455
13,166
52,725
54,550
75,775
—
28,600
48,919
96,993
—
13,458
$822,436
$14,954,956
$34,240,455
$439,360
$7,715
$14,954,956
$34,687,530
$49,642,486
$6,096,736
F-2
REALTY INCOME CORPORATION AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
As of December 31, 2023
(dollars in thousands)
Note 1. Realty Income Corporation owns or holds interests in 12,851 single-client properties in the United States and Puerto Rico, our corporate headquarters property
in San Diego, California, 191 single-client properties in the United Kingdom, and 148 single-client properties elsewhere in Europe. Crest Net Lease, Inc. owns
seven single-client properties in the United States.
Realty Income Corporation also owns or holds interests in 149 multi-client properties in the United States, 100 multi-client properties in the United Kingdom,
and 12 multi-client properties elsewhere in Europe.
Note 2.
Includes mortgages payable secured by 131 properties and excludes unamortized discount and deferred financing costs of $0.8 million.
Note 3. The aggregate cost for federal income tax purposes for Realty Income Corporation is $55.2 billion and for Crest Net Lease, Inc. is $26.1 million.
Note 4. The following is a reconciliation of total real estate carrying
value for the years ended December 31 (in thousands):
2023
2022
Balance at Beginning of Period
$
42,689,699 $
35,952,659 $
Additions During Period:
Acquisitions and development
Merger Additions (1)
Less amounts allocated to acquired lease intangible assets
and liabilities on our Consolidated Balance Sheets
Improvements, Etc.
Other (Leasing Costs and Building Adjustments) (2)
Total Additions
Deductions During Period:
Cost of Real Estate sold
Cost of Equipment sold
Orion Divestiture (1)
Releasing costs
Other (3)
Total Deductions
7,239,885
—
(484,096)
54,904
49,504
6,860,197
125,166
11
—
—
111,851
237,028
8,021,159
—
(625,730)
99,484
97,482
7,592,395
402,386
—
—
53
39,463
441,902
Foreign Currency Translation
Balance at Close of Period
$
329,618
49,642,486 $
(413,453)
42,689,699 $
2021
21,048,334
5,851,945
11,722,801
(826,064)
56,567
64,807
16,870,056
1,206,837
8
634,254
40
91,176
1,932,315
(33,416)
35,952,659
F-3
REALTY INCOME CORPORATION AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
As of December 31, 2023
(dollars in thousands)
(1) Represents derecognition of assets from the Orion Divestiture. For further information, see note 2, Merger with VEREIT, Inc. and Orion Office REIT Inc.
Divestiture, to our consolidated financial statements.
(2) The year ended December 31, 2023 includes contributions to joint ventures of $38.4 million and reclassification of $11.3 million right of use assets under
finance leases. 2022 includes reclassification of $3.3 million right of use assets under finance leases, $43.0 million mortgage assumption, and $51.2 million
RI Ops LP Units. 2021 includes $20.1 million right of use assets under finance leases and $43.7 million mortgage assumption.
(3) The year ended December 31, 2023 includes $14.0 million for building razed and $97.5 million of impairment, excluding impairment of depreciation, in-
place and above- market leases. The year ended 2022 includes $13.6 million for building razed and $25.9 million of impairment. The year ended 2021
includes $43.0 million for building razed and $39.0 million of impairment.
Note 5. The following is a reconciliation of accumulated depreciation
for the years ended (in thousands):
Balance at Beginning of Period
2023
2022
$
4,908,658 $
3,963,753 $
Additions During Period - Provision for Depreciation
1,233,709
1,028,182
Deductions During Period:
Accumulated depreciation of real estate and equipment
sold or disposed of
Foreign Currency Translation
57,609
11,978
73,913
(9,364)
Balance at Close of Period
$
6,096,736 $
4,908,658 $
2021
3,563,178
628,246
226,897
(774)
3,963,753
Please see note 1, Summary of Significant Accounting Policies, to our consolidated financial statements for information regarding lives used for depreciation
and amortization.
Note 6.
In 2023, provisions for impairment were recorded on 112 Realty Income properties.
In 2022, provisions for impairment were recorded on 94 Realty Income properties.
In 2021, provisions for impairment were recorded on 103 Realty Income properties.
See report of independent registered public accounting firm.
F-4
Assets represent Realty Income’s recent investments, including, Decathlon, one of the
world’s leading sporting goods retailers, The Bellagio Las Vegas and a Cumberland
Farms included in the EG Group transaction.
REALTY INCOME
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SAN DIEGO, CA 92130
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