Realty Income (O) 10-K risk factor changes: FY2021 vs FY2020

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 [removed: outstanding] preferred [removed: stock,] [added: 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 outstanding preferred stock.

The COVID-19 [removed: pandemic] [added: pandemic, including the continued spread of new variants,] has had, and other pandemics in the future could have, repercussions across global economies and financial markets.

The impact of the COVID-19 pandemic has [removed: been] rapidly [removed: evolving] [added: evolved] and, as cases [added: and variants] of COVID-19 have continued to increase and be identified, many countries, including the United [removed: States and] [added: States, the] United Kingdom, [added: and Spain,] have reacted by, among other things, instituting quarantines and restricting travel.

Many national, state and local governments, including in areas where we own properties, have also reacted by instituting quarantines, restrictions on travel, shelter-in-place orders, [added: vaccine requirements,] restrictions on types of business that may continue to operate, school closures, [added: vaccine and testing requirements,] limitations on attendance at events or other gatherings, and social distancing requirements, and additional national, state and local governments may implement similar restrictions.

As a result, the COVID-19 pandemic and the measures taken to limit its spread [removed: are] [added: have] negatively [removed: impacting] [added: impacted] the global, national and regional economies generally and many industries, directly or indirectly, and those impacts [removed: are likely to] [added: may] continue and may increase in severity, including potentially triggering [removed: a] prolonged [removed: period] [added: periods] of negative or limited economic growth.

- A complete or partial closure of, or other operational limitations or issues at, properties operated by our clients resulting from government action (including travel bans, border closings, business closures, quarantine, [added: vaccine and testing requirements,] shelter-in-place or similar orders requiring that people remain in their homes) or client action;

- Reduced economic activity, [added: customer traffic, consumer confidence or discretionary spending,] the deterioration in our or our clients’ ability to operate in affected areas and any delays in the supply of products or services to our clients may impact certain of our clients’ businesses, results of operations, financial condition and liquidity and may cause certain of our clients to be unable to meet their obligations to us in full, or at all, and to seek, whether through negotiation, restructuring or bankruptcy, reductions or deferrals in their rent payments and other obligations to us or early termination of their leases;

- We may experience difficulties, some of which may be related to [removed: unexpected] supply chain disruptions, in leasing, selling or redeveloping vacant properties or renewing expiring or terminated leases on terms we consider acceptable, or at all;

- We may experience difficulty accessing the bank lending, capital markets and other financial markets on attractive terms, or at all, and a severe disruption or instability in the national or global financial markets or deterioration in credit and financing conditions may adversely affect our cost of capital, our access to capital to [removed: acquire additional properties necessary to] grow our business [added: (including through acquisitions, development opportunities] and [added: other strategic transactions) and] to fund our business operations, our ability to pay dividends on our common stock, our ability to pay the principal of and interest on our indebtedness, and our other liabilities on a timely basis, and our clients’ ability to fund their business operations and meet their obligations to us and others;

- The financial impact of the COVID-19 pandemic could negatively impact our credit ratings, the interest rates on our borrowings, [removed: and, if the COVID-19 pandemic continues for an extended period of time,] [added: and] our future compliance with financial covenants under our credit facility and other debt instruments, which could result in a default and [added: potentially an acceleration of indebtedness, any of which could]

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

[removed: potentially an acceleration of indebtedness, any of which could] negatively impact our ability to make additional borrowings under our revolving credit facility, to sell commercial paper notes under our commercial paper program or incur other indebtedness, and pay dividends on our common stock and to pay the principal of and interest on our indebtedness, and our other obligations when due;

[removed: Certain industries in which] [added: Most of] our clients operate [added: retail businesses, many of which] appear to have been disproportionately [removed: adversely] impacted by the COVID-19 pandemic and the measures taken to mitigate its spread.

These adverse impacts [removed: have] [added: have, at times,] reduced the amount of rent we have been able to collect from our clients in those industries and may further decrease the likelihood of us collecting such rent in the future.

As the COVID-19 pandemic continues, our clients may cease to pay their rent obligations to us in full or at all, and our clients may elect not to renew their leases, seek to terminate their leases, seek relief from their leases (including through negotiation, restructuring or bankruptcy), or decline to renew expiring leases or enter into new leases, all of which may adversely impact our rental revenue and occupancy rates, [added: generate additional expenses, result in impairment charges or other write-downs of assets, and adversely impact our results of operations, financial condition and liquidity.]

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

In addition, as we believe to be the case with many retail landlords, we have received [removed: many] [added: and may continue to receive] short-term rent relief requests, most often in the form of rent deferral requests, or requests for further discussion from our clients.

Some of our major clients have experienced temporary closures of some or all of their properties or have substantially [added: altered or] reduced their operations in response to the COVID-19 pandemic, and additional clients may do so in the future.

[removed: In addition, the measures taken to prevent the spread of] COVID-19 (including quarantine, shelter-in-place or similar orders requiring that people remain in their homes) have led and may lead to further closures, or other operational issues [added: or changes] at our properties, or delays in acquisition activities, construction projects, and other corporate actions, all of which may materially adversely impact our operations.

In addition, in light of the uncertain and rapidly evolving situation relating to the COVID-19 pandemic, we have taken certain precautionary measures within our organization intended to help reduce the risk of the virus to our employees, our clients, and the communities in which we operate, including instituting a work-from-home policy for our employees and [removed: suspending] [added: limiting] non-essential travel and in-person attendance at industry events.

For the foregoing reasons, we expect that the impact of the COVID-19 pandemic and related containment measures, including the impact on regional, national and global economies, [removed: will likely] [added: may] adversely affect our business, results of operations, financial condition and liquidity, and, given unpredictability of the scope, severity and duration of the pandemic, such impacts may be material.

To the extent the COVID-19 pandemic and related containment measures continue to adversely affect regional, national and global economic conditions and financial markets, as well as the business, results of operations, financial conditions and liquidity of us and our clients, [removed: it] [added: they] may also have the effect of heightening many of the risks described elsewhere in this “Risk Factors” section, including the risks resulting from our significant indebtedness; our need to generate sufficient cash flows to service our indebtedness, to pay dividends on our common stock, to pay the principal of and interest on our indebtedness, and provide for our other cash needs; our ongoing need for external financing; our ability to access borrowings under our credit facility and to sell notes under our commercial paper program; our ability to comply with the covenants contained in the agreements that govern our indebtedness; our [added: ability to integrate VEREIT’s business or realize the anticipated synergies and related benefits of the merger; our] dependency on key personnel; and the impact of negative market conditions or adverse events on our clients.

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

Any client bankruptcy or insolvency, leasing delay or failure to make rental payments when due could result in the termination of [removed: the] our client’s lease and material losses to us.

As of December 31, [removed: 2020, 140] [added: 2021, 164] of our properties were available for lease or sale.

As of December 31, [removed: 2020,] [added: 2021,] no single client or group of our clients in the same [removed: industry,] [added: industry] accounted for more than 10% of our total portfolio annualized contractual [removed: rent, except as described in the next paragraph.][added: rent.]

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

[added: Downturns in any of our industries could adversely affect our clients, which in turn could also have a material adverse effect on our financial] position, results of [removed: operations,] [added: 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 [removed: stock] [added: stock,] and any outstanding preferred stock.

The presence of hazardous substances on a property may adversely affect our [added: client's] ability to [added: 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 [removed: property,] [added: properties,] we could nevertheless be subject to liability, including strict liability, by virtue of our ownership interest.

In addition, while we [removed: have] [added: maintain] environmental insurance [removed: policies that provide for a total limit of $15 million per occurrence and $70 million in the aggregate,] [added: 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.

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

[added: For properties that have underground storage tanks, in addition to providing an indemnity in our favor,] the clients generally are required to meet applicable state financial assurance obligations, including maintaining certain minimum net worth requirements, obtaining environmental insurance, or relying upon the state trust funds where available in the states where these properties are located to reimburse responsible parties for costs of environmental remediation.

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

Although a number of regulations related to TCJA became final after 2017, there are still a number of proposed regulations open for comment, and further changes may be made in light of [removed: recent] changes in the U.S. government.

We continue to work with our tax advisors and auditors to determine the full impact that the [removed: recent] tax legislation as a whole will have on us.

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

In addition, [removed: in August 2020,] we [removed: established our] [added: have an] unsecured commercial paper note program under which we may offer and sell up to $1.0 billion of commercial paper at any time.

[removed: Given past disruptions in the financial markets and ongoing global financial uncertainties, including the impact of COVID-19 and of the United] Kingdom’s withdrawal from the European Union (referred to as Brexit), we also face the risk that one or more of the participants in our revolving credit facility may not be able to lend us money.

- 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 any income or excise taxes that would otherwise be imposed under specified sections of the [removed: Internal Revenue] Code [removed: of 1986, as amended, or the Code,] on income we do not distribute to our stockholders,

In addition, the measures taken to prevent the spread of

- Changes in laws, rules or regulations that negatively impact clients or our properties;

The occurrence of a client bankruptcy or insolvency could diminish the income we receive from our client’s lease or leases.

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.

In addition, as a result of the merger, all outstanding secured indebtedness of VEREIT and its subsidiaries and all outstanding liabilities and other indebtedness of VEREIT and its subsidiaries (including $4.65 billion of additional senior unsecured notes that were originally issued by VEREIT OP, substantially all of which were subsequently exchanged for senior unsecured notes issued by us) became indebtedness and liabilities of ours or our subsidiaries, as the case may be, which has substantially increased the total secured indebtedness of us and our subsidiaries and the total liabilities and other indebtedness of our subsidiaries.

Given past disruptions in the financial markets and ongoing global financial uncertainties, including the impact of COVID-19 and of the United

- The impacts of climate change; and

Our future success will depend, in part, upon our ability to manage our acquisitions and expansion opportunities.

- 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;

- Cultural factors and business practices that differ from our United States standards and practices including as they relate to rent adjustments, ground leases and property ownership requirements and limitations;

We do not carry insurance for certain losses and certain types of losses may be either uninsurable or not economically insurable.

We also face the risk that our insurance carriers

The effects of climate change, and a resulting shift to a lower carbon economy, could present several climate-related risks and opportunities for our business.

indebtedness or enter into new financial arrangements that use LIBOR as a benchmark for establishing the interest rate for borrowing thereunder.

Likewise, as part of our cash management practices we may from time to time invest available cash in financial instruments that use LIBOR as a benchmark for calculating interest payments or other obligations thereunder.

LIBOR is in the process of being discontinued.

While certain U.S. dollar LIBOR settings will continue to be published on the current basis until June 30, 2023, all other LIBOR settings either are no longer being published or are being published only for a limited time and only on a “synthetic” basis (i.e., not on the basis of submissions made by panel banks).

Likewise, the unavailability of LIBOR may have an adverse impact on interest rates and other financing costs under other debt instruments and other financial obligations of ours, as well as the market value of and the payments we receive under any LIBOR-linked securities or investments that we may own from time to time.

In addition, financial markets generally may be adversely affected by the discontinuation of LIBOR, the uncertainties regarding its discontinuation, the alternative reference rates that are being or may be used in place of LIBOR and other issues related to LIBOR.

Any of the foregoing could adversely affect our results of operations and financial condition.

Risks Relating to the Merger and the Transactions Contemplated by the Merger Agreement

We may not be able to integrate VEREIT’s business successfully or realize the anticipated synergies and related benefits of the merger and the transactions contemplated by the Merger Agreement.

The merger involved the combination of two companies which operated as independent public companies.

We are required to devote significant management attention and resources to integrating the business practices and operations of VEREIT.

Potential difficulties we may encounter in the integration process include the following:

- the inability to successfully combine the businesses of Realty Income and VEREIT in a manner that permits the combined company to achieve the anticipated cost savings;

- lost sales and clients as a result of certain clients of either of Realty Income or VEREIT deciding not to do business with the combined company;

- the complexities associated with managing the combined company out of multiple locations and integrating personnel from the two companies;

- the additional complexities of combining two companies with different histories, regulatory restrictions, markets and customer bases;

- the complexities associated with combining Realty Income and VEREIT’s information technology systems including integrating the companies’ two enterprise resource planning (ERP) platforms into one primary ERP tool;

- the inability to realize expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits;

- the failure to retain key employees of either of the two companies; and

- performance shortfalls as a result of the diversion of management’s attention caused by integrating Realty Income’s and VEREIT’s operations.

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, including the subsequent spin-off of Orion, were completed in November 2021.

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 the future operating results or financial position of Realty Income 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 VEREIT’s assets and liabilities and certain estimates and assumptions regarding the merger and the transactions contemplated by the Merger Agreement that Realty Income and VEREIT 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.

In late 2019, COVID-19 was first reported in Wuhan, China, and on March 11, 2020, the World Health Organization declared COVID-19 a pandemic.

The outbreak has spread globally and has led governments and other authorities around the world, including federal, state and local authorities in the United States and elsewhere, to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders.

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For example, in October 2020, two major theater operators that are clients of ours publicly announced financial difficulties from the COVID-19 pandemic, including sustained operating losses, the depletion of liquidity resources and the closure of locations.

In response to this information, we have recorded reserves as a reduction of rental revenue on certain theater leases related to those clients on an accrual basis and have recorded provisions for impairment on certain of our assets with respect to properties of which those theater operators are clients to reduce the carrying value of those assets to fair value.

Our ability to collect rent from these clients, from other clients in the theater industry, or from other clients who face similar hardships may be further adversely impacted as the COVID-19 pandemic and its adverse impacts on those clients continue.

As of December 31, 2020, our exposure to the theater industry was 5.6% of total portfolio annualized contractual rent.

generate additional expenses, result in impairment charges or other write-downs of assets, and adversely impact our results of operations, financial condition and liquidity.

As of December 31, 2020, our clients in the “convenience store - U.S.” industry accounted for approximately 11.9% of our annualized contractual rent.

A downturn in this industry could have a material adverse effect on our financial

Individually, each of the other industries in our property portfolio accounted for less than 10% of our total portfolio annualized contractual rent for 2020.

Nevertheless, downturns in these industries could also adversely affect our clients, 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.

For properties that have underground storage tanks, in addition to providing an indemnity in our favor,

At December 31, 2020, we had no outstanding borrowings under our revolving credit facility or our commercial paper program, a total of $8.30 billion of outstanding unsecured senior debt securities (excluding unamortized original issuance premiums of $14.6 million and deferred financing costs of $49.2 million), including £715 million of Sterling-denominated unsecured senior debt securities, $250.0 million of borrowings outstanding under our term loan facility (excluding deferred financing costs of $642,000) and approximately $299.6 million of outstanding mortgage debt

(excluding net unamortized premiums totaling $1.7 million and deferred financing costs of $973,000).

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.

- Limited experience with local business and cultural factors that differ from our usual standards and practices;

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.

The UK Financial Conduct Authority, which is the LIBOR administrator’s regulator, previously stated that it would no longer encourage or require banks to submit rates for LIBOR after 2021.

However, for U.S. dollar LIBOR, it now appears that the relevant date may be deferred to June 30, 2023 for certain tenors, including overnight and one, three, six and 12 months), at which time the LIBOR administrator has indicated that it intends to cease publication of U.S. dollar LIBOR.

These actions are expected to cause LIBOR to cease to exist and the adoption of alternative reference rates.

Likewise, notwithstanding a possible deferral, the LIBOR administrator’s advice that no new contracts using U.S. dollar LIBOR be entered into after December 31, 2021 may mean that LIBOR borrowings (including LIBOR borrowings under our credit facilities) may cease to be available after that date.

Any of these

Our business could be negatively affected as a result of actions of activist stockholders and shareholder advisory firms.

Campaigns by stockholders to effect changes at publicly traded companies are sometimes led by investors seeking to increase short-term stockholder value through actions such as financial restructuring, increased debt, special dividends, stock repurchases or sales of assets or the entire company.

If we become engaged in a process or proxy contest with an activist stockholder in the future, our business could be adversely affected, as such activities could be costly and time-consuming, disrupt our operations and divert the attention of management and our employees from executing our business plan.

Additionally, perceived uncertainties as to our future direction as a result of stockholder activism or actual or potential changes to the composition of our Board of Directors or management team may lead to the perception of a change in the direction of our business, instability or lack of continuity, which may be exploited by our competitors, cause concern to current or potential sellers of properties, clients and financing sources, and make it more difficult to attract and retain qualified personnel.

If potential or existing sellers of properties, clients or financing sources choose to delay, defer or reduce transactions with us or transact with our competitors instead of us because of any such issues, then our results of operations could be adversely affected.

Similarly, we may suffer damage to our reputation (for example, regarding our corporate governance or stockholder relations) or brand by way of actions taken or statements made by outside constituents, including activist investors and shareholder advisory firms, which could adversely affect the market price of our common stock and preferred stock and the value of our debt securities, resulting in significant loss of value, which could impact our ability to access capital, increase our cost of capital, and decrease our ability to acquire properties on attractive terms.

Any failure of these internal controls could result in decreased investor confidence in the accuracy and completeness of our financial reports and disclosures, our REIT qualification being jeopardized, impairment in our access to capital, civil litigation or investigations by the NYSE, the SEC or other regulatory authorities, which may adversely impact our financial condition and results of operations.

in the future.

[removed: The company is] [added: We are] structured as a real estate investment [removed: trust, or REIT,] [added: trust ("REIT")] requiring [removed: it] [added: us] annually to distribute at least 90% of [removed: its] [added: our] taxable income (excluding net capital gains) in the form of dividends to [removed: its] [added: our] stockholders.

Realty Income was founded in 1969, and listed on the New York Stock Exchange [removed: (NYSE:] [added: ("NYSE":] O) in 1994.

Over the past [removed: 52] [added: 53] 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.

[added: Realty Income,] The [removed: company] [added: Monthly Dividend Company®,] is [removed: a] [added: 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.

At December 31, [removed: 2020,] [added: 2021,] we owned a diversified portfolio:

- With an occupancy rate of [removed: 97.9%,] [added: 98.5%,] or [removed: 6,452] [added: 10,972] properties leased and [removed: 140] [added: 164] properties available for lease or sale;

- [removed: Doing] [added: With clients doing] business in [removed: 51] [added: 60] separate industries;

- Located in [removed: 49] [added: all 50] U.S. states, Puerto [removed: Rico and] [added: Rico,] the United Kingdom [removed: (U.K.);][added: (U.K.) and Spain;]

- With approximately [removed: 110.8] [added: 210.1] million square feet of leasable space;

- With an average leasable space per property of approximately [removed: 16,810] [added: 18,860] square [removed: feet;] [added: feet,] approximately [removed: 12,340] [added: 12,470] square feet per retail property and [removed: 245,270] [added: approximately 248,120] square feet per industrial property.

Of the [removed: 6,592] [added: 11,136] properties in the portfolio at December 31, [removed: 2020, 6,555,] [added: 2021, 11,043,] or [removed: 99.4%,] [added: 99.2%,] are single-client properties, of which [removed: 6,419] [added: 10,883] were leased, and the remaining are multi-client properties.

Unless otherwise specified, references to rental revenue in the Management's [removed: Discuss] [added: 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 [removed: $79.4] [added: $104.9] million, [removed: $69.1] [added: $79.4] million and [removed: $47.0] [added: $69.1] million for [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

In addition, references to reserves recorded as a reduction of rental revenue include amounts reserved for in the current period, as well as unrecognized contractual [removed: rental] revenue and unrecognized straight-line rental revenue for leases accounted for on a cash basis.

Historically, we have met our long-term capital needs by issuing common stock, [removed: preferred stock and] long-term unsecured notes and [removed: bonds.][added: bonds, term loans under our revolving credit facility, and preferred stock.]

Over the long term, we believe that common stock should be the majority of our capital structure; however, we may [removed: issue preferred stock or] [added: also raise funds from] debt [added: or other equity] securities.

In addition, we may issue common stock to permanently finance properties that were initially financed by our [added: revolving] credit facility, commercial paper program, or debt securities.

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

At December 31, [removed: 2020,] [added: 2021,] our total outstanding borrowings of senior unsecured notes and bonds, term [removed: loan and] [added: loan,] mortgages [removed: payable] [added: payable, credit facility borrowings, commercial paper, and our proportionate share of outstanding borrowings by unconsolidated entities] were [removed: $8.85] [added: $15.26] billion, or approximately [removed: 28.2%] [added: 26.5%] of our total market capitalization of [removed: $31.34] [added: $57.66] billion.

We define our total market capitalization at December 31, [removed: 2020] [added: 2021] as the sum of:

- Shares of our common stock outstanding of [removed: 361,303,445,] [added: 591,261,991,] plus total common units outstanding of [removed: 463,119,] [added: 1,060,709,] multiplied by the last reported sales price of our common stock on the NYSE of [removed: $62.17] [added: $71.59] per share on December 31, [removed: 2020,] [added: 2021,] or [removed: $22.49] [added: $42.4] billion;

- Outstanding mortgages payable of [removed: $299.6 million,] [added: $1.11 billion,] excluding net mortgage premiums of [removed: $1.7] [added: $28.7] million and deferred financing costs of [removed: $973,000;][added: $790,000;]

- Outstanding borrowings of $250.0 million on our term loan, excluding deferred financing costs of [removed: $642,000;][added: $443,000;]

- Outstanding senior unsecured notes and bonds of [removed: $8.30] [added: $12.26] billion, including Sterling-denominated notes of [removed: £715.0 million,] [added: £1.47 billion,] and excluding unamortized net [removed: original issuance] premiums of [removed: $14.6] [added: $295.5] million and deferred financing costs of [removed: $49.2] [added: $53.1] million; and

- [removed: No] [added: Outstanding] borrowings [removed: outstanding] [added: of $650.0 million] on our revolving credit [removed: facility.][added: facility;]

In [removed: November 2018,] [added: June 2021,] we filed a shelf registration statement with the SEC, which is effective for a term of three years and will expire in [removed: November 2021.][added: June 2024.]

At-the-Market [removed: (ATM)] [added: ("ATM")] Program

Under our "at-the-market" equity distribution plan, or our ATM program, up to [removed: 33,402,405] [added: 69,088,433] shares of common stock may be offered and sold (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.

During [removed: 2020,] [added: 2021,] we issued [removed: 17,724,374] [added: 46,290,540] shares and raised approximately [removed: $1.09] [added: $3.21] billion of gross proceeds under the ATM program.

At December 31, [removed: 2020,] [added: 2021,] we had [removed: 15,678,031] [added: 29,387,491] shares remaining for future issuance under our [removed: current] ATM program.

Issuances of Common [removed: Stock][added: Stock in Underwritten Public Offerings]

In [removed: March 2020,] [added: July 2021,] we issued [removed: 9,690,500] [added: 9,200,000] shares of common [removed: stock in an overnight underwritten public offering, including 690,500] [added: stock, inclusive of 1,200,000] shares purchased by the underwriters upon [added: the] exercise of their option to purchase additional shares.

After deducting underwriting discounts [removed: and other offering costs] of [removed: $21.2] [added: $2.9] million, the net proceeds of [removed: $728.9] [added: $594.1] million were [removed: primarily] used to repay borrowings under our [removed: revolving credit facility.][added: $1.0 billion commercial paper program, to fund investment opportunities and for other general corporate purposes.]

In January 2021, we issued 12,075,000 shares of common [removed: stock in an overnight underwritten public offering, including] [added: stock, inclusive of] 1,575,000 shares purchased by the underwriters upon [added: the] exercise of their option to purchase additional [removed: shares. The company used the net proceeds from the offering, along with available cash and additional borrowings, to fund property acquisitions and for general corporate purposes and working capital.][added: shares.]

We did not issue shares under the waiver approval process during [removed: 2020.][added: 2021.]

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

At December 31, [removed: 2020,] [added: 2021,] we had [removed: 11,503,379] [added: 11,335,379] shares remaining for future issuance under our DRSPP program.

Under our revolving credit facility, our investment grade credit ratings as of December 31, [removed: 2020] [added: 2021] provide for financing at the London Interbank Offered [removed: Rate, commonly referred to as LIBOR,] [added: Rate ("LIBOR")] plus 0.775% with a facility commitment fee of 0.125%, for all-in pricing of 0.90% over LIBOR.

At December 31, [removed: 2020,] [added: 2021,] we had [removed: no outstanding borrowings] [added: a borrowing capacity of $2.35 billion available] on our revolving credit facility and [removed: available borrowing capacity] [added: an outstanding balance] of [removed: $3.0 billion.][added: $650.0 million.]

The weighted average interest rate on borrowings under our revolving credit facility during [removed: 2020] [added: 2021] was [removed: 1.5%] [added: 0.9%] per annum.

At December 31, [removed: 2020,] [added: 2021,] we were in compliance with these covenants.

We invest in people and places to deliver dependable monthly dividends that increase over time.

- Consisting of 11,136 properties;

References to reserve reversals recorded as increases to rental revenue include amounts where the accounting for recognition of rental revenue and straight-line rental revenue has been moved from the cash to the accrual basis.

We may choose to mitigate our financial exposure to exchange rate risk for properties acquired outside the U.S. through the issuance of debt securities denominated in the same local currency and through currency derivatives.

We may leave a portion of our foreign cash flow unhedged to reinvest in additional properties in the same local currency.

- Outstanding borrowings of $901.4 million on our commercial paper program;

- Our proportionate share of outstanding debt from unconsolidated entities of $86.0 million, excluding deferred financing costs of $1.8 million.

Issuance of Common Stock in Conjunction with our Merger with VEREIT

On November 1, 2021, we completed our acquisition of VEREIT.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, each outstanding share of VEREIT common stock and each common unit of VEREIT OP (other than those held by VEREIT, us or our affiliates) was converted into 0.705 shares of Realty Income common stock.

As a result of the merger, former VEREIT common stockholders, VEREIT OP common unitholders and awardees of vested share awards separated from Realty Income 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.

After deducting underwriting discounts of $19.3 million, the net proceeds of $669.6 million were used to fund property acquisitions and for general corporate purposes, and working capital.

During 2021, we issued 168,000 shares and raised approximately $11.2 million under our DRSPP.

Our revolving credit facility and term loan facility were amended in December 2021 to include provisions for establishing alternative reference rates when LIBOR is no longer available.

At December 31, 2021, we had an outstanding balance of $901.4 million.

The commercial paper borrowings generally carry a term of less than six months.

The commercial paper borrowings outstanding at December 31, 2021 mature between January 2022 and April 2022.

As of December 31, 2021, we had $1.11 billion of mortgages payable, the majority of which were assumed in connection with our property acquisitions, including ten mortgages from our merger with VEREIT in 2021 totaling $839.1 million and a Sterling-denominated mortgage payable of £31.0 million.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Principal Amount (Currency Denomination) | | | | | | Carrying Value (USD) As of December 31, 2021 | | |

| 4.600% notes, $500 issued February 2014, of which $485 was exchanged in November 2021, both due in February 2024 (1) | | | $ | 500 | | | | | $ | 500 | |

| 4.625% notes, $550 issued October 2018, of which $544 was exchanged in November 2021, both due in November 2025 (1) | | | $ | 550 | | | | | 550 | | |

| 4.875% notes, $600 issued June 2016, of which $596 was exchanged in November 2021, both due in June 2026 (1) | | | $ | 600 | | | | | 600 | | |

| 1.125% notes, issued in July 2021 and due in July 2027 | | | £ | 400 | | | | | 541 | | |

| 3.950% notes, $600 issued August 2017, of which $594 was exchanged in November 2021, both due in August 2027 (1) | | | $ | 600 | | | | | 600 | | |

| 3.400% notes, $600 issued June 2020, of which $598 was exchanged in November 2021, both due in January 2028 (1) | | | $ | 600 | | | | | 600 | | |

| 2.200% notes, $500 issued November 2020, of which $497 was exchanged in November 2021, both due in June 2028 (1) | | | $ | 500 | | | | | 500 | | |

| 3.100% notes, $600 issued December 2019, of which $596 was exchanged in November 2021, both due in December 2029 (1) | | | $ | 599 | | | | | 599 | | |

| 2.850% notes, $700 issued November 2020, of which $699 was exchanged in November 2021, both due in December 2032 (1) | | | $ | 700 | | | | | 700 | | |

| 1.750% notes, issued in July 2021 and due in July 2033 | | | £ | 350 | | | | | 474 | | |

| | | | | | | | | | $ | 12,500 | |

(1) In connection with our merger with VEREIT, we completed our debt exchange offer to exchange all outstanding notes issued by VEREIT OP on November 9, 2021 for new notes issued by Realty Income, pursuant to which approximately 99.2% of the outstanding notes issued by VEREIT OP were exchanged for a like aggregate principal amount of the notes issued by Realty Income.

Prior to the completion of our merger with VEREIT on November 1, 2021, these notes were not the obligation of Realty Income.

With respect to the notes originally issued by VEREIT OP that remained outstanding, we amended the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture.

In January 2022, we issued £250.0 million of 1.875% senior unsecured notes due January 2027 (the "January 2027 Notes") and £250.0 million of 2.500% senior unsecured notes due January 2042 (the "January 2042 Notes").

The public offering price for the January 2027 Notes was 99.487% of the principal amount, for an effective semi-annual yield to maturity of 1.974%, and the public offering price for the January 2042 Notes was 98.445% of the principal amount, for an effective semi-annual yield to maturity of 2.584%.

Combined, the new issues of the January 2027 Notes and the January 2042 Notes have a weighted average term of approximately 12.5 years and a weighted average effective semi-annual yield to maturity of approximately 2.28%.

In December 2021, we completed the early redemption on all $750.0 million in principal amount of our outstanding 4.650% notes due August 2023, plus accrued and unpaid interest.

| 1.125% notes | | | | | | July 2021 | | | | | | July 2027 | | | | | | £ | 400 | | | | | 99.31 | | % | | | | 1.24 | | % |

Realty Income, The Monthly Dividend Company®, is an S&P 500 company dedicated to providing stockholders with dependable monthly dividends that increase over time.

We refer to our tenants as clients because we strive to build mutually beneficial relationships and we believe their success is our success.

- Of 6,592 properties;

During 2020, we issued 149,289 shares and raised approximately $9.1

million under our DRSPP.

At December 31, 2020, we had no outstanding commercial paper borrowings.

In June 2015, in conjunction with entering into our previous revolving credit facility, we entered into a $250.0 million senior unsecured term loan which matured in June 2020.

Borrowing under this term loan bore interest at the current one-month LIBOR, plus 0.90%.

In conjunction with this term loan, we also entered into an interest rate swap which effectively fixed our per annum interest rate on this term loan at 2.62%.

In June 2020, we repaid the term loan in full upon maturity.

As of December 31, 2020, we had $299.6 million of mortgages payable, all of which were assumed in connection with our property acquisitions.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 3.250% notes, $450 issued in October 2012 and $500 issued in December 2017, both due in October 2022 (1) | | | $ | 950 | |

| 4.650% notes, issued in July 2013 and due in August 2023 | | | 750 | | |

| | | | $ | 8,268 | |

(2) Represents the principal balance (in U.S. dollars) of the October 2020 Sterling-denominated note offering and May 2019 Sterling-denominated private placement of £400.0 million and £315.0 million, respectively, converted at the applicable exchange rate on December 31, 2020.

| 3.250% notes | | | | | | May 2020 | | | | | | January 2031 | | | | | | $600 | | | | | | 98.99 | | % | | | | 3.36% | | |

| 3.250% notes | | | | | | July 2020 | | | | | | January 2031 | | | | | | $350 | | | | | | 108.24 | | % | | | | 2.34% | | |

| 1.625% notes | | | | | | October 2020 | | | | | | December 2030 | | | | | | £400 | | | | | | 99.19 | | % | | | | 1.71% | | |

| 0.750% notes | | | | | | December 2020 | | | | | | March 2026 | | | | | | $325 | | | | | | 99.19 | | % | | | | 0.91% | | |

| 1.800% notes | | | | | | December 2020 | | | | | | March 2033 | | | | | | $400 | | | | | | 98.47 | | % | | | | 1.94% | | |

The net proceeds of $391.3 million from the December 2020 offering of 1.800% notes due 2033 and the net proceeds of $320.3 million from the December 2020 offering of 0.750% notes due 2026 were used, along with available cash and additional borrowings, as necessary to redeem in January 2021 all $950 million aggregate principal amount of our outstanding 3.25% notes due 2022 at the applicable redemption price, plus accrued interest and, to the extent not used for those purposes, to fund investment opportunities and for other general corporate purposes.

The net proceeds from the October 2020 Sterling-denominated offering of £400.0 million approximated $508.2 million, as converted at the applicable exchange rate on the closing of the offering, and were used to repay GBP-denominated borrowings outstanding under our $3.0 billion revolving credit facility, to settle an outstanding GBP/USD currency exchange swap arrangement and, to the extent not used for those purposes, to fund investment opportunities and for other general corporate purposes.

The net proceeds of $376.6 million from the July 2020 note offering and the net proceeds of $590.0 million from the May 2020 note offering were used to repay borrowings under our credit facility, to fund potential investment opportunities and for other general corporate purposes.

plus 0.75% if our credit rating is A/A2 or higher.

| 2021 | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 44.2 | | | | | $ | 302.3 | | | | | $ | 1.6 | | | | | $ | 13.7 | | | | | $ | 106.8 | | | | | $ | 468.6 | |

| 2022 | | | — | | | | | | 950.0 | | | | | | — | | | | | | 111.8 | | | | | | 301.6 | | | | | | 1.6 | | | | | | 13.6 | | | | | | — | | | | | | 1,378.6 | | |

| 2023 | | | — | | | | | | 750.0 | | | | | | — | | | | | | 20.6 | | | | | | 266.6 | | | | | | 1.6 | | | | | | 13.7 | | | | | | — | | | | | | 1,052.5 | | |

| 2024 | | | — | | | | | | 350.0 | | | | | | 250.0 | | | | | | 112.2 | | | | | | 223.2 | | | | | | 1.6 | | | | | | 13.8 | | | | | | — | | | | | | 950.8 | | |

| 2025 | | | — | | | | | | 500.0 | | | | | | — | | | | | | 0.7 | | | | | | 192.9 | | | | | | 1.4 | | | | | | 13.5 | | | | | | — | | | | | | 708.5 | | |

| Thereafter | | | — | | | | | | 5,752.4 | | | | | | — | | | | | | 10.1 | | | | | | 1,222.4 | | | | | | 18.8 | | | | | | 55.9 | | | | | | — | | | | | | 7,059.6 | | |

| Totals | | | $ | — | | | | | $ | 8,302.4 | | | | | $ | 250.0 | | | | | $ | 299.6 | | | | | $ | 2,509.0 | | | | | $ | 26.6 | | | | | $ | 124.2 | | | | | $ | 106.8 | | | | | $ | 11,618.6 | |

Excludes the impact of the January 2021 early redemption of all $950.0 million in principal of the 3.250% notes due October 2022.

Excludes the impact of the January 2021 early redemption of all $950.0 million in principal of the 3.250% notes due October 2022.

We have no unconsolidated investments, nor do we engage in trading activities involving energy or commodity contracts.

| Acquisitions - U.S. *(in 30 states)* | | | 202 | | | | | | 5,476,009 | | | | | | $ | 1,302,220 | | | | | 14.9 | | | | | | 5.8 | | % |

| Acquisitions - U.K. (3) | | | 24 | | | | | | 2,120,256 | | | | | | 920,934 | | | | | | 10.8 | | | | | | 6.1 | | % |

| Total Acquisitions | | | 226 | | | | | | 7,596,265 | | | | | | $ | 2,223,154 | | | | | 13.2 | | | | | | 5.9 | | % |

| Properties under Development - U.S. | | | 18 | | | | | | 1,601,095 | | | | | | 84,127 | | | | | | 15.3 | | | | | | 5.6 | | % |

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

The following table presents, by year of expected maturity, the principal amounts, average interest rates and estimated fair values of our fixed [added: and variable] rate debt as of December 31, [removed: 2020.][added: 2021.]

| Year of maturity | | | | | | Fixed rate debt | | | | | | Weighted average rate on fixed rate debt | | | | | | [added: Variable rate debt] | | | | | | [added: Weighted average rate on variable rate debt] | | |

| Fair Value (2) | | | | | | $ | [removed: 9,883.4] [added: 14,519.3] | | | | | | | | | | | [added: $] | [added: 1,551.4] | | | | | | | |

(1) Excludes net premiums recorded on mortgages payable, net [removed: original issuance] premiums recorded on notes payable and deferred financing costs on mortgages payable, notes payable, and our term loan.

At December 31, [removed: 2020,] [added: 2021,] the unamortized balance of net premiums on mortgages payable is [removed: $1.7] [added: $28.7] million, the unamortized balance of net [removed: original issuance] premiums on notes payable is [removed: $14.6] [added: $295.5] million, and the balance of deferred financing costs on mortgages payable is [removed: $973,000,] [added: $790,000,] on notes payable is [removed: $49.2] [added: $53.1] million, and on our term loan is [removed: $642,000.][added: $443,000.]

(2) We base the estimated fair value of the publicly-traded fixed rate senior notes and bonds at December 31, [removed: 2020] [added: 2021] on the indicative market prices and recent trading activity of our senior notes and bonds payable.

We base the estimated fair value of our fixed rate mortgages [added: and private senior notes payable] at December 31, [removed: 2020] [added: 2021] on the relevant forward interest rate curve, plus an applicable credit-adjusted spread.

We believe that the carrying [removed: value] [added: values] of the [added: line of credit borrowings, commercial paper borrowings and] term loan balance reasonably [removed: approximates its] [added: approximate their] estimated fair [removed: value] [added: values] at December 31, [removed: 2020.][added: 2021.]

The table [added: above] incorporates only those exposures that exist as of December 31, [removed: 2020.][added: 2021.]

At December 31, [removed: 2020,] [added: 2021,] our outstanding notes, bonds and mortgages payable had fixed interest rates.

Interest on our revolving credit [removed: facility] [added: facility, commercial paper borrowings] and term loan balance is variable.

Based on [removed: a hypothetical] [added: our revolving] credit facility [removed: borrowing] [added: balance] of [removed: $50 million,] [added: $650.0 million at December 31, 2021,] a 1% change in interest [removed: rate] [added: rates] would change our interest [added: rate] costs by [removed: $500,000 annually.][added: $6.5 million per year.]

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

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

\-65-

| 2022 | | | | | | $ | 271.1 | | | | | 4.93 | | % | | | | $ | 901.4 | | | | | 0.38 | | % |

| 2023 | | | | | | 62.1 | | | | | | 4.45 | | | | | | 650.0 | | | | | | 1.74 | | |

| 2024 | | | | | | 1,833.0 | | | | | | 4.48 | | | | | | — | | | | | | — | | |

| 2025 | | | | | | 1,092.0 | | | | | | 4.22 | | | | | | — | | | | | | — | | |

| 2026 | | | | | | 1,576.2 | | | | | | 3.72 | | | | | | — | | | | | | — | | |

| Thereafter | | | | | | 8,787.0 | | | | | | 2.97 | | | | | | — | | | | | | — | | |

| Totals (1) | | | | | | $ | 13,621.4 | | | | | 3.41 | | % | | | | $ | 1,551.4 | | | | | 0.95 | | % |

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 cross-currency swaps, currency exchange swaps, foreign currency collars, 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.

\-66-

\-60-

There was no variable rate debt or debt that was not swapped to fixed at December 31, 2020.

| 2021 | | | | | | $ | 44.2 | | | | | 5.55 | | % | | | | | | | | | | | | |

| 2022 | | | | | | 1,061.8 | | | | | | 3.43 | | | | | | | | | | | | | | |

| 2023 | | | | | | 770.6 | | | | | | 4.64 | | | | | | | | | | | | | | |

| 2024 | | | | | | 712.2 | | | | | | 3.97 | | | | | | | | | | | | | | |

| 2025 | | | | | | 500.7 | | | | | | 3.88 | | | | | | | | | | | | | | |

| Thereafter | | | | | | 5,762.5 | | | | | | 3.18 | | | | | | | | | | | | | | |

| Totals (1) | | | | | | $ | 8,852.0 | | | | | 3.45 | | % | | | | | | | | | | | | |

At December 31, 2020, our credit facility balance was zero; however, we intend to borrow funds on our credit facility in the future.

During 2019, we commenced foreign operations and acquired real property in the U.K. and have continued to acquire U.K. properties in 2020.

As a result, we are subject to currency fluctuations that may, from time to time, affect our financial condition and results of operations.

Increases or decreases in the value of Sterling relative to the U.S. dollar impact the amount of net income we earn from our investments in the U.K. We mitigate these foreign currency exposures with non-U.S. denominated borrowings and cross-currency swaps.

If we increase our international presence through investments in properties outside the U.S., we may also decide to transact additional business or borrow funds in currencies other than U.S. dollars.

\-61-

[removed: The company is] [added: We are] structured as a real estate investment [removed: trust, or REIT,] [added: trust ("REIT"),] requiring [removed: it] [added: us] to annually distribute at least 90% of [removed: its] [added: our] taxable income (excluding net capital gains) in the form of dividends to [removed: its] [added: our] stockholders.

Realty Income was founded in 1969, and listed on the New York Stock Exchange [removed: (NYSE:] [added: ("NYSE":] O) in 1994.

Over the past [removed: 52] [added: 53] 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.

[added: Realty Income,] The [removed: company] [added: Monthly Dividend Company®,] is [removed: a] [added: an S&P 500 company and] member of the S&P 500 Dividend Aristocrats® index for having increased its dividend every year for [removed: more than] [added: over] 25 consecutive years.

At December 31, [removed: 2020,] [added: 2021,] we owned a diversified portfolio:

- With an occupancy rate of [removed: 97.9%,] [added: 98.5%,] or [removed: 6,452] [added: 10,972] properties leased and [removed: 140] [added: 164] properties available for lease or sale;

- [removed: Doing] [added: With clients doing] business in [removed: 51] [added: 60] separate industries;

- Located in [removed: 49] [added: all 50] U.S. states, Puerto [removed: Rico and] [added: Rico,] the United Kingdom [removed: (U.K.);][added: (U.K.) and Spain;]

- With approximately [removed: 110.8] [added: 210.1] million square feet of leasable space;

- With an average leasable space per property of approximately [removed: 16,810] [added: 18,860] square [removed: feet;] [added: feet,] approximately [removed: 12,340] [added: 12,470] square feet per retail property and [removed: 245,270] [added: approximately 248,120] square feet per industrial property.

Of the [removed: 6,592] [added: 11,136] properties in the portfolio at December 31, [removed: 2020, 6,555,] [added: 2021, 11,043,] or [removed: 99.4%,] [added: 99.2%,] are single-client properties, of which [removed: 6,419] [added: 10,883] were leased, and the remaining are multi-client properties.

Our [removed: eight] [added: seven] senior officers owned [removed: 0.05%] [added: 0.04%] of our outstanding common stock with a market value of [removed: $12.5] [added: $15.1] million at February [removed: 15, 2021.][added: 11, 2022.]

Our directors and seven senior officers, as a group, owned [removed: 0.15%] [added: 0.11%] of our outstanding common stock with a market value of [removed: $34.3] [added: $42.2] million at February [removed: 15, 2021.][added: 11, 2022.]

In January [removed: 2021,] [added: 2022,] we had [removed: 210] [added: 371] employees, inclusive of [removed: two] [added: four] part-time employees, as compared to [removed: 196] [added: 210] employees, inclusive of two part-time employees, in January [removed: 2020.][added: 2021.]

[removed: On our website we make available, free of charge, copies of our annual report on Form 10-K, quarterly] reports on Form [removed: 10-Q, Form 3s, Form 4s, Form 5s, current reports on Form] 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file these reports with the Securities and Exchange Commission, or SEC.

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

As of December 31, [removed: 2020,] [added: 2021,] our clients in the theater industry represented [removed: 5.6%] [added: 3.4%] of our annualized contractual rent.

At December 31, [removed: 2020,] [added: 2021,] the receivables outstanding for our [removed: 77] [added: 81] theater properties totaled [removed: $48.6] [added: $71.0] million, [removed: net of $23.7 million] [added: inclusive] of [removed: reserves, and includes $7.8] [added: $12.7] million of straight-line rent receivables, [added: and] net of [removed: $1.8] [added: $38.1] million of [added: reserves, inclusive of $7.6 million of straight-line rent] reserves.

The following table summarizes reserves [removed: recorded as a reduction of] [added: to] rental revenue for theater properties [removed: (dollars in] [added: (in] millions):

| [removed: | | |] Three [removed: Months Ended | | | | | | Three Months Ended | | |] [added: months ended December 31, 2021] | | | [removed: Year Ended] | | |

| Rental revenue reserves | | | [removed: $] | [removed: 15.6] | | [removed: | | |] $ | [removed: 8.1 | | | | | $ | 23.7] [added: 6.5] | |

| Straight-line rent reserves | | | [removed: 1.6] | | | [removed: | | | $ | 0.2 | | | | | $] [added: 5.8] | [removed: 1.8] | |

We have continued our [removed: 52-year] [added: 53-year] policy of paying monthly dividends.

In addition, we increased the dividend five times during [removed: 2020] [added: 2021] and once during [removed: 2021.][added: 2022.]

As of February [removed: 2021,] [added: 2022,] we have paid [removed: 93] [added: 97] consecutive quarterly dividend increases and increased the dividend [removed: 109] [added: 114] times since our listing on the NYSE in 1994.

| [removed: 2020] [added: 2021] Dividend increases | | | | | | Declared | | | | | | Paid | | | | | | per share | | | | | | per share | | |

| 1st increase | | | | | | Dec [removed: 2019] [added: 2021] | | | | | | Jan [removed: 2020] [added: 2022] | | | | | | $ | [removed: 0.2275] [added: 0.2465] | | | | | $ | 0.0005 | |

| [removed: 3rd] [added: 2nd] increase | | | | | | Mar [removed: 2020] [added: 2021] | | | | | | Apr [removed: 2020] [added: 2021] | | | | | | $ | [removed: 0.2330] [added: 0.2350] | | | | | $ | 0.0005 | |

| [removed: 4th] [added: 3rd] increase | | | | | | Jun [removed: 2020] [added: 2021] | | | | | | Jul [removed: 2020] [added: 2021] | | | | | | $ | [removed: 0.2335] [added: 0.2355] | | | | | $ | 0.0005 | |

| [removed: 2021] [added: 2022] Dividend [removed: increases] [added: Increases] | | | | | | | | | | | | | | | | | | | | | | | | | | |

The dividends paid per share during [removed: 2020] [added: 2021] totaled [removed: $2.7940,] [added: $2.833,] as compared to [removed: $2.7105] [added: $2.794] during [removed: 2019,] [added: 2020,] an increase of [removed: $0.0835,] [added: $0.039,] or [removed: 3.1%.][added: 1.4%.]

The monthly dividend of [removed: $0.2345] [added: $0.2465] per share represents a current annualized dividend of [removed: $2.81] [added: $2.958] per share, and an annualized dividend yield of [removed: approximately 4.5%] [added: 4.1%] based on the last reported sale price of our common stock on the [added: NYSE of $71.59 on December 31, 2021.]

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

Acquisitions During [removed: 2020][added: 2021]

Below is a listing of our acquisitions in the U.S. and [removed: U.K.] [added: Europe] for the year ended December 31, [removed: 2020:][added: 2021 (excludes properties assumed on November 1, 2021 in conjunction with our merger with VEREIT):]

| | | | Number of Properties | | | | | | Leasable Square Feet | | | | | | Investment ($ in thousands) | | | | | | Weighted Average Lease Term (Years) | | | | | | Initial [added: Weighted] Average Cash Lease Yield (1) | | |

| Year ended December 31, [removed: 2020] [added: 2021] (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(1)The initial [added: 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 [removed: our] [added: a] client could default on the payment of contractual rent, we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above.

(2) None of our investments during [removed: 2020] [added: 2021] caused any one client to be 10% or more of our total assets at December 31, [removed: 2020.][added: 2021.]

*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 including, following the consummation of our merger with VEREIT, Inc. on November 1, 2021, VEREIT, Inc. and its subsidiaries.

References to “VEREIT” refer to VEREIT, Inc. prior to the consummation of our merger with VEREIT on November 1, 2021.

For more information on this merger, see "Recent Developments" in Part I of this Annual Report on Form 10-K below.*

- Consisting of 11,136 properties;

Our notes are listed on the NYSE as follows:

| Notes | | | | | | Ticker Symbol | | | | | | CUISP | | |

| 1.125% Notes due July 2027 | | | | | | O27A | | | | | | 756109-BB9 | | |

| 1.875% Notes due January 2027 | | | | | | O27B | | | | | | 756109-BM5 | | |

| 1.625% Notes due December 2030 | | | | | | O30 | | | | | | 756109-AY0 | | |

| 1.750% Notes due July 2033 | | | | | | O33A | | | | | | 756109-BC7 | | |

| 2.500% Notes due January 2042 | | | | | | O42 | | | | | | 756109-BN3 | | |

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

Merger with VEREIT

On April 29, 2021, we entered into an Agreement and Plan of Merger, as amended, or the Merger Agreement, with VEREIT, its operating partnership, VEREIT Operating Partnership, L.P., or VEREIT OP, and two newly formed subsidiaries.

Pursuant to the terms of the Merger Agreement, (i) one of the newly formed subsidiaries of us agreed to merge with and into VEREIT OP, with VEREIT OP as the surviving entity, and (ii) immediately thereafter, VEREIT agreed to merge with and into the other newly formed subsidiary of us, with our subsidiary as the surviving corporation, which we refer to collectively as the merger.

On November 1, 2021, we completed our acquisition of 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 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.

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 Office REIT Inc., or Orion.

On November 12, 2021, we distributed the outstanding shares of Orion common stock to our shareholders (including legacy VEREIT stockholders who received shares of our common stock in our merger with VEREIT) 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 2, 2021, the applicable record date, which we refer to as the Orion Divestiture.

Following the Orion Divestiture, Orion began operating as a separate, independent public company.

In conjunction with the Orion Divestiture, we incurred approximately $6.0 million of transaction costs during the year ended December 31, 2021, which were recorded 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.

Merger and Integration-related Costs

In conjunction with our merger with VEREIT, we incurred approximately $161.4 million of transaction costs during the year ended December 31, 2021, which were included in the $167.4 million of merger and integration-related costs within our consolidated statements of income and comprehensive income.

The merger and integration-related costs primarily consist of advisory fees, including success-based fees, attorney fees, accountant fees, SEC filing fees and additional integration costs that include incremental and non-recurring costs necessary to convert data and systems, retain employees and otherwise enable us to operate acquired businesses or assets efficiently.

As of December 31, 2021, we were fully reserved for the outstanding receivable balances for 34 theater properties.

For the years ended December 31, 2021 and 2020, we recorded $5.1 million and $22.1 million, respectively, in reserves on contractual base rent for theater properties.

Contractual rent reserves exclude reserves on contractually obligated reimbursements by our clients, which was equivalent to $1.4 million and $1.6 million, respectively.

At December 31, 2021, the receivables outstanding across the portfolio totaled $426.8 million, net of $74.0 million of reserves, and includes $231.9 million of straight-line rent receivable, net of $11.8 million of reserves.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Year Ended | | |

| | | | | | | December 31, 2021 | | |

| Total reserves | | | | | | $ | 12.3 | |

We did not record any provisions for impairment on theater properties during 2021.

| 4th increase | | | | | | Sept 2021 | | | | | | Oct 2021 | | | | | | $ | 0.2360 | | | | | $ | 0.0005 | |

| 5th increase | | | | | | Nov 2021 | | | | | | Dec 2021 | | | | | | $ | 0.2460 | | | | | $ | 0.0100 | |

In November 2021, we also made a $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.

Realty Income, The Monthly Dividend Company®, is an S&P 500 company dedicated to providing stockholders with dependable monthly dividends that increase over time.

We refer to our tenants as clients, because we strive to build mutually beneficial relationships and we believe their success is our success.

- Of 6,592 properties;

Our 1.625% notes due December 2030 are listed on the NYSE under the ticker symbol "O30" with a CUSIP number of 756109-AY0.

Given the ongoing disruption to this industry due to the COVID-19 pandemic, we performed a property-level analysis on the collectability of rent for our theater properties.

Our analysis involved the assignment of quartile rankings for each asset’s pre-pandemic EBITDAR relative to each operator’s overall footprint.

Other criteria utilized included an analysis of the property’s pre-pandemic annual EBITDA generation before corporate overhead, and real estate fundamentals.

As a result of this analysis at September 30, 2020, we determined that for 31 of our 78 theater properties it was no longer probable that we would collect substantially all of contractual rents due.

We fully reserved for six additional theater properties for which we do not possess unit level financial information.

Consequently, we reserved for 100% of the outstanding receivables for 37 theater properties at September 30, 2020.

Beginning October 2020, contractual rent from these 37 properties is accounted for on a cash basis.

Additionally, during November 2020, one of these properties was sold.

We fully reserved for one additional theater property at December 31, 2020.

The monthly contractual rent associated with the 37 properties accounted for under the cash basis totaled approximately $2.8 million at December 31, 2020.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | September 30, 2020 | | | | | | December 31, 2020 | | | | | | December 31, 2020 | | |

| Total rental revenue reserves | | | $ | 17.2 | | | | | $ | 8.3 | | | | | $ | 25.5 | |

Additionally, during the third quarter, we recorded provisions for impairment on 12 of the 37 theater properties for $79.0 million.

During the fourth quarter, we recorded provisions for impairment on one additional theater property for $4.8 million.

Impairment charges are not included in Nareit-defined funds from operations (FFO) available to commons stockholders or in our calculation of adjusted funds from operations (AFFO) available to commons stockholders.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2nd increase | | | | | | Jan 2020 | | | | | | Feb 2020 | | | | | | $ | 0.2325 | | | | | $ | 0.0050 | |

| 5th increase | | | | | | Sep 2020 | | | | | | Oct 2020 | | | | | | $ | 0.2340 | | | | | $ | 0.0005 | |

NYSE of $62.17 on December 31, 2020.

| Acquisitions - U.S. *(in* *30 states)* | | | 202 | | | | | | 5,476,009 | | | | | | $ | 1,302,220 | | | | | 14.9 | | | | | | 5.8 | | % |

| Acquisitions - U.K. (3) | | | 24 | | | | | | 2,120,256 | | | | | | 920,934 | | | | | | 10.8 | | | | | | 6.1 | | % |

| Total Acquisitions | | | 226 | | | | | | 7,596,265 | | | | | | $ | 2,223,154 | | | | | 13.2 | | | | | | 5.9 | | % |

| Properties under Development - U.S. | | | 18 | | | | | | 1,601,095 | | | | | | 84,127 | | | | | | 15.3 | | | | | | 5.6 | | % |

| Total (4) | | | 244 | | | | | | 9,197,360 | | | | | | $ | 2,307,281 | | | | | 13.2 | | | | | | 5.9 | | % |

Contractual net operating income for the fourth quarter of 2020 includes approximately $700,000 received as a settlement credit for a property acquired in the U.S. as reimbursement of a free rent period.

All of our investments in acquired properties during 2020 are 100% leased at the acquisition date.

(3) Represents investments of £707.8 million Sterling during the year ended December 31, 2020 converted at the applicable exchange rate on the date of acquisition.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Three months ended December 31, 2020 | | | | | |

(1)Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the current year.

In comparison, during 2019, we capitalized costs of $17.9 million on existing properties in our portfolio, consisting of $2.1 million for re-leasing costs, $801,000 for recurring capital expenditures, and $15.0 million for non-recurring building improvements.

Chief Legal Officer, General Counsel and Secretary Transition

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2020][added: 2021]

| Title of [removed: each] [added: Each] Class | | | Trading [removed: Symbol] [added: Symbol(s)] | | | Name of [removed: each exchange on which registered] [added: Each Exchange On Which Registered] | | |

At June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the Registrant’s shares of common stock, $0.01 par value, held by non-affiliates of the Registrant was [removed: $20.5] [added: $25.4] billion based upon the last reported sale price of [removed: $59.50] [added: $66.74] per share on the New York Stock Exchange on June 30, [removed: 2020,] [added: 2021,] the last business day of the Registrant’s most recently completed second fiscal quarter.

At February [removed: 15, 2021,] [added: 11, 2022,] the number of shares of common stock outstanding was [removed: 373,390,661.][added: 591,320,553.]

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 to be held on May [removed: 18, 2021,] [added: 17, 2022,] to be filed pursuant to Regulation 14A.

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

| [PART [removed: I](#i495e80b48418482fbb1b7ef1cfdc5d0f_10)] [added: I](#ib590fe275e2e412282d328438dfb7102_10)] | | | | | | | | | Page | | |

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| | | | | | | [The [removed: Company](#i495e80b48418482fbb1b7ef1cfdc5d0f_13)] [added: Company](#ib590fe275e2e412282d328438dfb7102_13)] | | | [removed: [2](#i495e80b48418482fbb1b7ef1cfdc5d0f_13)] [added: [2](#ib590fe275e2e412282d328438dfb7102_13)] | | |

| | | | | | | [Recent [removed: Developments](#i495e80b48418482fbb1b7ef1cfdc5d0f_16)] [added: Developments](#ib590fe275e2e412282d328438dfb7102_16)] | | | [removed: [3](#i495e80b48418482fbb1b7ef1cfdc5d0f_16)] [added: [3](#ib590fe275e2e412282d328438dfb7102_16)] | | |

| | | | | | | [Dividend [removed: Policy](#i495e80b48418482fbb1b7ef1cfdc5d0f_19)] [added: Policy](#ib590fe275e2e412282d328438dfb7102_19)] | | | [removed: [9](#i495e80b48418482fbb1b7ef1cfdc5d0f_19)] [added: [9](#ib590fe275e2e412282d328438dfb7102_19)] | | |

| | | | | | | [Business Philosophy and [removed: Strategy](#i495e80b48418482fbb1b7ef1cfdc5d0f_22)] [added: Strategy](#ib590fe275e2e412282d328438dfb7102_22)] | | | [removed: [10](#i495e80b48418482fbb1b7ef1cfdc5d0f_22)] [added: [10](#ib590fe275e2e412282d328438dfb7102_22)] | | |

| | | | | | | [Property Portfolio [removed: Information](#i495e80b48418482fbb1b7ef1cfdc5d0f_25)] [added: Information](#ib590fe275e2e412282d328438dfb7102_25)] | | | [removed: [19](#i495e80b48418482fbb1b7ef1cfdc5d0f_25)] [added: [20](#ib590fe275e2e412282d328438dfb7102_25)] | | |

| | | | | | | [Forward-Looking [removed: Statements](#i495e80b48418482fbb1b7ef1cfdc5d0f_28)] [added: Statements](#ib590fe275e2e412282d328438dfb7102_28)] | | | [removed: [24](#i495e80b48418482fbb1b7ef1cfdc5d0f_28)] [added: [25](#ib590fe275e2e412282d328438dfb7102_28)] | | |

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| | | | | | | [Liquidity and Capital [removed: Resources](#i495e80b48418482fbb1b7ef1cfdc5d0f_58)] [added: Resources](#ib590fe275e2e412282d328438dfb7102_58)] | | | [removed: [42](#i495e80b48418482fbb1b7ef1cfdc5d0f_58)] [added: [43](#ib590fe275e2e412282d328438dfb7102_58)] | | |

| | | | | | | [Results of [removed: Operations](#i495e80b48418482fbb1b7ef1cfdc5d0f_61)] [added: Operations](#ib590fe275e2e412282d328438dfb7102_61)] | | | [removed: [50](#i495e80b48418482fbb1b7ef1cfdc5d0f_61)] [added: [51](#ib590fe275e2e412282d328438dfb7102_61)] | | |

| | | | | | | [Funds from Operations Available to Common [removed: Stockholders (FFO)](#i495e80b48418482fbb1b7ef1cfdc5d0f_64)] [added: Stockholders](#ib590fe275e2e412282d328438dfb7102_64) [(FFO)](#ib590fe275e2e412282d328438dfb7102_64) [and N](#ib590fe275e2e412282d328438dfb7102_64)[ormalized Funds from Operations Available to Common Stockholders](#ib590fe275e2e412282d328438dfb7102_64) [](#ib590fe275e2e412282d328438dfb7102_64)[(](#ib590fe275e2e412282d328438dfb7102_64)[Normalized](#ib590fe275e2e412282d328438dfb7102_64) [FFO)](#ib590fe275e2e412282d328438dfb7102_64)] | | | [removed: [57](#i495e80b48418482fbb1b7ef1cfdc5d0f_64)] [added: [61](#ib590fe275e2e412282d328438dfb7102_64)] | | |

| | | | | | | [Adjusted Funds from Operations Available to Common Stockholders [removed: (AFFO)](#i495e80b48418482fbb1b7ef1cfdc5d0f_67)] [added: (AFFO)](#ib590fe275e2e412282d328438dfb7102_67)] | | | [removed: [58](#i495e80b48418482fbb1b7ef1cfdc5d0f_67)] [added: [63](#ib590fe275e2e412282d328438dfb7102_67)] | | |

| | | | | | | [Impact of [removed: Inflation](#i495e80b48418482fbb1b7ef1cfdc5d0f_70)] [added: Inflation](#ib590fe275e2e412282d328438dfb7102_70)] | | | [removed: [60](#i495e80b48418482fbb1b7ef1cfdc5d0f_70)] [added: [65](#ib590fe275e2e412282d328438dfb7102_70)] | | |

| | | | | | | [Impact of Newly Adopted Accounting [removed: Standards](#i495e80b48418482fbb1b7ef1cfdc5d0f_73)] [added: Standards](#ib590fe275e2e412282d328438dfb7102_73)] | | | [removed: [60](#i495e80b48418482fbb1b7ef1cfdc5d0f_73)] [added: [65](#ib590fe275e2e412282d328438dfb7102_73)] | | |

| | | | [Item [removed: 7A:](#i495e80b48418482fbb1b7ef1cfdc5d0f_76)] [added: 7A:](#ib590fe275e2e412282d328438dfb7102_76)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i495e80b48418482fbb1b7ef1cfdc5d0f_76)] [added: Risk](#ib590fe275e2e412282d328438dfb7102_76)] | | | [removed: [60](#i495e80b48418482fbb1b7ef1cfdc5d0f_76)] [added: [65](#ib590fe275e2e412282d328438dfb7102_76)] | | |

| | | | [Item [removed: 8:](#i495e80b48418482fbb1b7ef1cfdc5d0f_79)] [added: 8:](#ib590fe275e2e412282d328438dfb7102_79)] | | | [Financial Statements and Supplementary [removed: Data](#i495e80b48418482fbb1b7ef1cfdc5d0f_79)] [added: Data](#ib590fe275e2e412282d328438dfb7102_79)] | | | [removed: [62](#i495e80b48418482fbb1b7ef1cfdc5d0f_79)] [added: [67](#ib590fe275e2e412282d328438dfb7102_79)] | | |

| | | | [Item [removed: 9:](#i495e80b48418482fbb1b7ef1cfdc5d0f_211)] [added: 9:](#ib590fe275e2e412282d328438dfb7102_172)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i495e80b48418482fbb1b7ef1cfdc5d0f_211)] [added: Disclosure](#ib590fe275e2e412282d328438dfb7102_172)] | | | [removed: [95](#i495e80b48418482fbb1b7ef1cfdc5d0f_211)] [added: [109](#ib590fe275e2e412282d328438dfb7102_172)] | | |

| | | | [Item [removed: 9A:](#i495e80b48418482fbb1b7ef1cfdc5d0f_214)] [added: 9A:](#ib590fe275e2e412282d328438dfb7102_175)] | | | [Controls and [removed: Procedures](#i495e80b48418482fbb1b7ef1cfdc5d0f_214)] [added: Procedures](#ib590fe275e2e412282d328438dfb7102_175)] | | | [removed: [95](#i495e80b48418482fbb1b7ef1cfdc5d0f_214)] [added: [109](#ib590fe275e2e412282d328438dfb7102_175)] | | |

| | | | [Item [removed: 10:](#i495e80b48418482fbb1b7ef1cfdc5d0f_223)] [added: 10:](#ib590fe275e2e412282d328438dfb7102_184)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i495e80b48418482fbb1b7ef1cfdc5d0f_223)] [added: Governance](#ib590fe275e2e412282d328438dfb7102_184)] | | | [removed: [97](#i495e80b48418482fbb1b7ef1cfdc5d0f_223)] [added: [111](#ib590fe275e2e412282d328438dfb7102_184)] | | |

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

| | | | [Item [removed: 12:](#i495e80b48418482fbb1b7ef1cfdc5d0f_229)] [added: 12:](#ib590fe275e2e412282d328438dfb7102_190)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i495e80b48418482fbb1b7ef1cfdc5d0f_229)] [added: Matters](#ib590fe275e2e412282d328438dfb7102_190)] | | | [removed: [97](#i495e80b48418482fbb1b7ef1cfdc5d0f_229)] [added: [111](#ib590fe275e2e412282d328438dfb7102_190)] | | |

| | | | [Item [removed: 13:](#i495e80b48418482fbb1b7ef1cfdc5d0f_232)] [added: 13:](#ib590fe275e2e412282d328438dfb7102_193)] | | | [Certain Relationships, Related Transactions and Director [removed: Independence](#i495e80b48418482fbb1b7ef1cfdc5d0f_232)] [added: Independence](#ib590fe275e2e412282d328438dfb7102_193)] | | | [removed: [97](#i495e80b48418482fbb1b7ef1cfdc5d0f_232)] [added: [111](#ib590fe275e2e412282d328438dfb7102_193)] | | |

| | | | [Item [removed: 14:](#i495e80b48418482fbb1b7ef1cfdc5d0f_235)] [added: 14:](#ib590fe275e2e412282d328438dfb7102_196)] | | | [Principal Accounting Fees and [removed: Services](#i495e80b48418482fbb1b7ef1cfdc5d0f_235)] [added: Services](#ib590fe275e2e412282d328438dfb7102_196)] | | | [removed: [97](#i495e80b48418482fbb1b7ef1cfdc5d0f_235)] [added: [111](#ib590fe275e2e412282d328438dfb7102_196)] | | |

| | | | [Item [removed: 15:](#i495e80b48418482fbb1b7ef1cfdc5d0f_241)] [added: 15:](#ib590fe275e2e412282d328438dfb7102_202)] | | | [Exhibits and Financial Statement [removed: Schedules](#i495e80b48418482fbb1b7ef1cfdc5d0f_241)] [added: Schedules](#ib590fe275e2e412282d328438dfb7102_202)] | | | [removed: [97](#i495e80b48418482fbb1b7ef1cfdc5d0f_241)] [added: [111](#ib590fe275e2e412282d328438dfb7102_202)] | | |

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

| 1.125% Notes due 2027 | | | O27A | | | New York Stock Exchange | | |

| 1.875% Notes due 2027 | | | O27B | | | New York Stock Exchange | | |

| 1.750% Notes due 2033 | | | O33A | | | New York Stock Exchange | | |

| 2.500% Notes due 2042 | | | O42 | | | New York Stock Exchange | | |

| [PART II](#ib590fe275e2e412282d328438dfb7102_46) | | | | | | | | | | | |

| | | | [Item 6:](#ib590fe275e2e412282d328438dfb7102_52) | | | [Reserved](#ib590fe275e2e412282d328438dfb7102_52) | | | [42](#ib590fe275e2e412282d328438dfb7102_52) | | |

| | | | | | | [General](#ib590fe275e2e412282d328438dfb7102_55) | | | [42](#ib590fe275e2e412282d328438dfb7102_55) | | |

| | | | [Item 9B:](#ib590fe275e2e412282d328438dfb7102_178) | | | [Other Information](#ib590fe275e2e412282d328438dfb7102_178) | | | [111](#ib590fe275e2e412282d328438dfb7102_178) | | |

| [PART III](#ib590fe275e2e412282d328438dfb7102_181) | | | | | | | | | | | |

| | | | [Item 11:](#ib590fe275e2e412282d328438dfb7102_187) | | | [Executive Compensation](#ib590fe275e2e412282d328438dfb7102_187) | | | [111](#ib590fe275e2e412282d328438dfb7102_187) | | |

| [PART IV](#ib590fe275e2e412282d328438dfb7102_199) | | | | | | | | | | | |

| | | | [Item 16:](#ib590fe275e2e412282d328438dfb7102_1845) | | | [Form 10-K Summary](#ib590fe275e2e412282d328438dfb7102_1845) | | | [116](#ib590fe275e2e412282d328438dfb7102_1845) | | |

| [SIGNATURES](#ib590fe275e2e412282d328438dfb7102_205) | | | | | | | | | [117](#ib590fe275e2e412282d328438dfb7102_205) | | |

| [PART II](#i495e80b48418482fbb1b7ef1cfdc5d0f_46) | | | | | | | | | | | |

| | | | [Item 6:](#i495e80b48418482fbb1b7ef1cfdc5d0f_52) | | | [Selected Financial Data](#i495e80b48418482fbb1b7ef1cfdc5d0f_52) | | | [40](#i495e80b48418482fbb1b7ef1cfdc5d0f_52) | | |

| | | | | | | [General](#i495e80b48418482fbb1b7ef1cfdc5d0f_55) | | | [42](#i495e80b48418482fbb1b7ef1cfdc5d0f_55) | | |

| | | | [Item 9B:](#i495e80b48418482fbb1b7ef1cfdc5d0f_217) | | | [Other Information](#i495e80b48418482fbb1b7ef1cfdc5d0f_217) | | | [96](#i495e80b48418482fbb1b7ef1cfdc5d0f_217) | | |

| [PART III](#i495e80b48418482fbb1b7ef1cfdc5d0f_220) | | | | | | | | | | | |

| | | | [Item 11:](#i495e80b48418482fbb1b7ef1cfdc5d0f_226) | | | [Executive Compensation](#i495e80b48418482fbb1b7ef1cfdc5d0f_226) | | | [97](#i495e80b48418482fbb1b7ef1cfdc5d0f_226) | | |

| [PART IV](#i495e80b48418482fbb1b7ef1cfdc5d0f_238) | | | | | | | | | | | |

| [SIGNATURES](#i495e80b48418482fbb1b7ef1cfdc5d0f_244) | | | | | | | | | [102](#i495e80b48418482fbb1b7ef1cfdc5d0f_244) | | |

\-40-

[Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

\-41-

\-39-

| | | | | | | Price Per Share of Common Stock | | | | | | | | | | | | [removed: Distributions] | | |

| | | | | | | High | | | | | | Low | | | | | | [removed: Declared] [added: Distributions Declared] (1) | | |

At December 31, [removed: 2020,] [added: 2021,] a distribution of [removed: $0.2345] [added: $0.2465] per common share had been declared and was paid in January [removed: 2021.][added: 2022.]

There were approximately [removed: 9,500] [added: 12,400] registered holders of record of our common stock as of December 31, [removed: 2020.][added: 2021.]

We estimate that our total number of stockholders is approximately [removed: 735,000] [added: 1,162,000] when we include both registered and beneficial holders of our common stock.

During the [removed: fourth quarter of 2020,] [added: three months ended December 31, 2021,] the following shares of stock were withheld for state and federal payroll taxes on the vesting of employee stock awards, as permitted under the 2012 [added: and 2021] Incentive Award [removed: Plan] [added: Plans] of Realty Income Corporation:

- [removed: 102] [added: 9,502] shares of stock, at a weighted average price of [removed: $61.73,] [added: $69.62,] in October [removed: 2020;][added: 2021;]

- [removed: 6,018] [added: 429] shares of stock, at a weighted average price of [removed: $64.39,] [added: $70.89,] in November [removed: 2020;] [added: 2021;] and

- [removed: 83] [added: 1,228] shares of stock, at a weighted average price of [removed: $60.40,] [added: $71.35,] in December [removed: 2020.][added: 2021.]

| 2021 | | | | | | | | | | | | | | | | | | | | |

| First Quarter | | | | | | $ | 64.60 | | | | | $ | 57.00 | | | | | $ | 0.7040 | |

| Second Quarter | | | | | | 71.84 | | | | | | 63.64 | | | | | | 0.7055 | | |

| Third Quarter | | | | | | 72.75 | | | | | | 64.86 | | | | | | 0.7070 | | |

| Fourth Quarter | | | | | | 74.60 | | | | | | 64.98 | | | | | | 0.7285 | | |

| Total | | | | | | | | | | | | | | | | | | $ | 2.8450 | |

| 2019 | | | | | | | | | | | | | | | | | | | | |

| First Quarter | | | | | | $ | 74.14 | | | | | $ | 61.60 | | | | | $ | 0.6770 | |

| Second Quarter | | | | | | 73.94 | | | | | | 66.21 | | | | | | 0.6785 | | |

| Third Quarter | | | | | | 77.50 | | | | | | 67.70 | | | | | | 0.6800 | | |

| Fourth Quarter | | | | | | 82.17 | | | | | | 71.45 | | | | | | 0.6815 | | |

| Total | | | | | | | | | | | | | | | | | | $ | 2.7170 | |

*(not covered by Report of Independent Registered Public Accounting Firm)*

*(dollars in thousands, except for per share data)*

The following table sets forth our selected historical consolidated financial information for each of the five years in the period ended December 31, 2020.

The statements of income and comprehensive income data, the statements of equity data, the statements of cash flows data and the other data for the years ended December 31, 2020, 2019 and 2018 and the balance sheet data as of December 31, 2020 and 2019 were derived from our audited consolidated financial statements included elsewhere in this Form 10-K.

The statements of income and comprehensive income data, the statements of equity data, the statements of cash flows data and the other data for the years ended December 31, 2017 and 2016, and the balance sheet data as of December 31, 2018, 2017 and 2016 were derived from our audited consolidated financial statements that are not included in this Form 10-K.

The selected financial data presented below is not necessarily indicative of results of future operations and should be read in conjunction with our consolidated financial statements and the information included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Form 10-K.

\-40-

[Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| As of or for the Years Ended December 31, | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Total assets (book value) | | | | | | $ | 20,740,285 | | | | | $ | 18,554,796 | | | | | $ | 15,260,483 | | | | | $ | 14,058,166 | | | | | $ | 13,152,871 | |

| Cash and cash equivalents | | | | | | 824,476 | | | | | | 54,011 | | | | | | 10,387 | | | | | | 6,898 | | | | | | 9,420 | | |

| Total debt | | | | | | 8,817,467 | | | | | | 7,901,547 | | | | | | 6,499,976 | | | | | | 6,111,471 | | | | | | 5,839,605 | | |

| Total liabilities | | | | | | 9,722,555 | | | | | | 8,750,638 | | | | | | 7,139,505 | | | | | | 6,667,458 | | | | | | 6,365,818 | | |

| Total equity | | | | | | 11,017,730 | | | | | | 9,804,158 | | | | | | 8,120,978 | | | | | | 7,390,708 | | | | | | 6,787,053 | | |

| Net cash provided by operating activities | | | | | | 1,115,543 | | | | | | 1,068,937 | | | | | | 940,742 | | | | | | 875,850 | | | | | | 799,863 | | |

| Net change in cash, cash equivalents and restricted cash | | | | | | 779,674 | | | | | | 49,934 | | | | | | 8,929 | | | | | | (3,539) | | | | | | (34,652) | | |

| Total revenue | | | | | | 1,651,625 | | | | | | 1,491,591 | | | | | | 1,327,838 | | | | | | 1,215,768 | | | | | | 1,103,172 | | |

| Net income | | | | | | 396,506 | | | | | | 437,478 | | | | | | 364,598 | | | | | | 319,318 | | | | | | 316,477 | | |

| Preferred stock dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,911) | | | | | | (27,080) | | |

| Excess of redemption value over carrying value of preferred shares redeemed | | | | | | — | | | | | | — | | | | | | — | | | | | | (13,373) | | | | | | — | | |

| Net income available to common stockholders | | | | | | 395,486 | | | | | | 436,482 | | | | | | 363,614 | | | | | | 301,514 | | | | | | 288,491 | | |

| Cash distributions paid to common stockholders | | | | | | 964,167 | | | | | | 852,134 | | | | | | 761,582 | | | | | | 689,294 | | | | | | 610,516 | | |

| Net income per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | 1.15 | | | | | | 1.38 | | | | | | 1.26 | | | | | | 1.10 | | | | | | 1.13 | | |

| Diluted | | | | | | 1.14 | | | | | | 1.38 | | | | | | 1.26 | | | | | | 1.10 | | | | | | 1.13 | | |

| Cash distributions paid per common share | | | | | | 2.794000 | | | | | | 2.710500 | | | | | | 2.630500 | | | | | | 2.527000 | | | | | | 2.391500 | | |

| Cash distributions declared per common share | | | | | | 2.801000 | | | | | | 2.717000 | | | | | | 2.639000 | | | | | | 2.537000 | | | | | | 2.403000 | | |

| Basic weighted average number of common shares outstanding | | | | | | 345,280,126 | | | | | | 315,837,012 | | | | | | 289,427,430 | | | | | | 273,465,680 | | | | | | 255,066,500 | | |

| Diluted weighted average number of common shares outstanding | | | | | | 345,415,258 | | | | | | 316,159,277 | | | | | | 289,923,984 | | | | | | 273,936,752 | | | | | | 255,624,250 | | |

\-41-

[Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)

| A. | | | [Reports of Independent Registered Public Accounting [removed: Firm](#i495e80b48418482fbb1b7ef1cfdc5d0f_85)] [added: Firm](#ib590fe275e2e412282d328438dfb7102_85)] | | |

| B. | | | [Consolidated Balance Sheets, December [removed: 31, 2020 and 2019](#i495e80b48418482fbb1b7ef1cfdc5d0f_91)] [added: 31,](#ib590fe275e2e412282d328438dfb7102_91) [202](#ib590fe275e2e412282d328438dfb7102_91)[1](#ib590fe275e2e412282d328438dfb7102_91) [and](#ib590fe275e2e412282d328438dfb7102_91) [2020](#ib590fe275e2e412282d328438dfb7102_91)] | | |

| C. | | | [Consolidated Statements of Income and Comprehensive Income, Years ended December [removed: 31, 2020, 2019 and 2018](#i495e80b48418482fbb1b7ef1cfdc5d0f_97)] [added: 31,](#ib590fe275e2e412282d328438dfb7102_94) [2021,](#ib590fe275e2e412282d328438dfb7102_94) [2020,](#ib590fe275e2e412282d328438dfb7102_94) [and](#ib590fe275e2e412282d328438dfb7102_94) [2019](#ib590fe275e2e412282d328438dfb7102_94)] | | |

| D. | | | [Consolidated Statements of Equity, Years ended December [removed: 31, 2020, 2019 and 2018](#i495e80b48418482fbb1b7ef1cfdc5d0f_100)] [added: 31,](#ib590fe275e2e412282d328438dfb7102_97) [2021,](#ib590fe275e2e412282d328438dfb7102_97) [2020,](#ib590fe275e2e412282d328438dfb7102_97) [and](#ib590fe275e2e412282d328438dfb7102_97) [2019](#ib590fe275e2e412282d328438dfb7102_97)] | | |

| E. | | | [Consolidated Statements of Cash Flows, Years ended December [removed: 31, 2020, 2019 and 2018](#i495e80b48418482fbb1b7ef1cfdc5d0f_103)] [added: 31,](#ib590fe275e2e412282d328438dfb7102_100) [2021,](#ib590fe275e2e412282d328438dfb7102_100) [2020,](#ib590fe275e2e412282d328438dfb7102_100) [and](#ib590fe275e2e412282d328438dfb7102_100) [2019](#ib590fe275e2e412282d328438dfb7102_100)] | | |

| F. | | | [Notes to Consolidated Financial [removed: Statements](#i495e80b48418482fbb1b7ef1cfdc5d0f_106)] [added: Statements](#ib590fe275e2e412282d328438dfb7102_103)] | | |

| [removed: H.] [added: G.] | | | [Schedule III Real Estate and Accumulated [removed: Depreciation](#i495e80b48418482fbb1b7ef1cfdc5d0f_247)] [added: Depreciation](#ib590fe275e2e412282d328438dfb7102_208)] | | |

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

*Opinion on the [removed: Consolidated* *Financial] [added: Consolidated Financial] Statements*

We have audited the accompanying consolidated balance sheets of Realty [removed: income] [added: Income] Corporation and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the years in the [removed: three‑year] [added: three-year] period ended December 31, [removed: 2020,] [added: 2021,] 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, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the years in the [removed: three‑year] [added: three-year] period ended December 31, [removed: 2020,] [added: 2021,] 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, [removed: 2020,] [added: 2021,] 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 23, [removed: 2021] [added: 2022] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Evaluation of the [removed: fair values used in the allocation of the purchase price] [added: Fair Value] of [removed: real estate acquisitions*][added: Land in Real Estate Acquisitions*]

As discussed in Note [removed: 4] [added: 5] to the consolidated financial statements, during [removed: 2020,] [added: 2021,] the Company acquired [removed: $2.3] [added: $6.4] billion of real estate properties.

As discussed in Note 2, the purchase price of a real estate acquisition is typically allocated [removed: to land, building and improvements,] [added: among the individual components of both tangible] and [removed: identified lease related] intangible assets and liabilities [added: acquired] based on their estimated relative fair values.

We identified the evaluation of the fair values [removed: used in] [added: of certain acquired properties and] the [added: allocation of] purchase price [removed: allocated] to [removed: land, building and improvements, and identified lease related intangible assets and liabilities] [added: land] as a critical audit matter.

[removed: related intangible assets and liabilities] [added: Specifically, the measurement of the fair values of land] is dependent upon significant assumptions [removed: that are subject to potential management bias and] [added: of market land values] for which relevant external market data is not always readily available.

Such assumptions include market land [removed: and building] values, market rental rates, and [removed: discount] [added: capitalization] rates.

This included controls over the selection and review of the significant assumptions used to estimate [added: the] fair [removed: value.][added: value of certain properties acquired and the allocation of purchase price to land.]

For a selection of [removed: real estate acquisitions,] [added: properties,] we involved valuation professionals with specialized skills and knowledge who assisted in evaluating the significant assumptions used to estimate the fair value measurements [removed: to allocate the purchase price,] [added: of certain acquired properties] and [removed: the qualifications] [added: allocation] of [removed: third-party valuation professionals.][added: purchase price to land.]

We identified the evaluation of the [removed: provision for impairment] [added: fair value] of [removed: long-lived] [added: land in] real estate [removed: assets] [added: acquisitions] as a critical audit matter.

[removed: These projections are] [added: Specifically, the measurement of the fair values of certain acquired properties and allocation of purchase price to land is] dependent upon [added: significant] assumptions [removed: that are subject to potential management bias and] for which relevant external market data is not always readily available.

[removed: Given the sensitivity of the operating cash flow projections to changes in these assumptions, there] [added: There] was a high degree of subjective and complex auditor judgment required [removed: in evaluating] [added: to evaluate] the [added: fair value measurements given the sensitivity of the fair value measurements to changes in these] assumptions.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to [removed: identify and measure impairments including selection and review of] [added: allocate] the [removed: assumptions used to determine] [added: purchase price of] the [removed: property level operating cash flow projections.][added: VEREIT transaction.]

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

We have audited Realty Income Corporation and [removed: subsidiaries’] [added: subsidiaries'] (the Company) internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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, [removed: 2020,] [added: 2021,] 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, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 23, [removed: 2021] [added: 2022] expressed an unqualified opinion on those consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may [removed: become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.]

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

December 31, [removed: 2020] [added: 2021, 2020,] and 2019

[removed: (dollars in] [added: (in] thousands, except per share data)

| | | | | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Land | | | | | | $ | [removed: 6,318,926] [added: 10,753,750] | | | | | $ | [removed: 5,684,034] [added: 6,318,926] | |

| Buildings and improvements | | | | | | [removed: 14,696,712] [added: 25,155,178] | | | | | | [removed: 13,833,882] [added: 14,696,712] | | |

| Total real estate held for investment, at cost | | | | | | [removed: 21,015,638] [added: 35,908,928] | | | | | | [removed: 19,517,916] [added: 21,015,638] | | |

| Less accumulated depreciation and amortization | | | | | | [removed: (3,549,486)] [added: (3,949,798)] | | | | | | [removed: (3,117,919)] [added: (3,549,486)] | | |

| Real estate held for investment, net | | | | | | [removed: 17,466,152] [added: 31,959,130] | | | | | | [removed: 16,399,997] [added: 17,466,152] | | |

| Real estate and lease intangibles held for sale, net | | | | | | [removed: 19,004] [added: 30,470] | | | | | | [removed: 96,775] [added: 19,004] | | |

| Cash and cash equivalents | | | | | | [removed: 824,476] [added: 258,579] | | | | | | [removed: 54,011] [added: 824,476] | | |

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.

*Business Combination*

As discussed in Notes 2 and 3 to the consolidated financial statements, on November 1, 2021, the Company acquired VEREIT, Inc. for $12.1 billion.

The transaction was accounted for as a business combination, and the acquired assets and assumed liabilities were recorded at their respective fair values.

The Company estimates the fair value of each property acquired, which is then allocated to land, buildings and improvements, and identified intangible assets and liabilities based on their estimated fair values.

February 23, 2022

The Company acquired VEREIT, Inc. during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, VEREIT, Inc.’s internal control over financial reporting associated with total assets of $17.7 billion and total revenues of $176.3 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of VEREIT, Inc.

become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

February 23, 2022

| Investment in unconsolidated entities | | | | | | 140,967 | | | | | | — | | |

| Other assets, net | | | | | | 1,369,579 | | | | | | 420,117 | | |

| Other | | | | | | 15,505 | | | | | | 7,554 | | | | | | 3,345 | | |

| Total revenue | | | | | | 2,080,463 | | | | | | 1,647,087 | | | | | | 1,488,163 | | |

| Merger and integration-related costs | | | | | | 167,413 | | | | | | — | | | | | | — | | |

| Total expenses | | | | | | 1,658,444 | | | | | | 1,311,424 | | | | | | 1,080,206 | | |

| Equity in income of unconsolidated entities | | | | | | 1,106 | | | | | | — | | | | | | — | | |

| Other income, net | | | | | | 9,949 | | | | | | 4,538 | | | | | | 3,428 | | |

| Income before income taxes | | | | | | 392,404 | | | | | | 411,199 | | | | | | 443,636 | | |

| Net income | | | | | | — | | | | | | — | | | | | | 359,456 | | | | | | — | | | | | | 359,456 | | | | | | 1,291 | | | | | | 360,747 | | |

| Other comprehensive income | | | | | | — | | | | | | — | | | | | | — | | | | | | 59,567 | | | | | | 59,567 | | | | | | — | | | | | | 59,567 | | |

| Shares issued in merger | | | | | | 162,043,548 | | | | | | 11,556,715 | | | | | | — | | | | | | — | | | | | | 11,556,715 | | | | | | 3,160 | | | | | | 11,559,875 | | |

| Orion Divestiture | | | | | | — | | | | | | (1,140,769) | | | | | | — | | | | | | — | | | | | | (1,140,769) | | | | | | (1,352) | | | | | | (1,142,121) | | |

| Share issuances, net of costs | | | | | | 67,777,279 | | | | | | 4,453,953 | | | | | | — | | | | | | — | | | | | | 4,453,953 | | | | | | — | | | | | | 4,453,953 | | |

| Balance, December 31, 2021 | | | | | | 591,261,991 | | | | | | $ | 29,578,212 | | | | | $ | (4,530,571) | | | | | $ | 4,933 | | | | | $ | 25,052,574 | | | | | $ | 76,826 | | | | | $ | 25,129,400 | |

| Equity income of unconsolidated entities | | | | | | (1,106) | | | | | | — | | | | | | — | | |

| Distributions from unconsolidated entities | | | | | | 365 | | | | | | — | | | | | | — | | |

| Return of investment from unconsolidated entities | | | | | | 38,345 | | | | | | — | | | | | | — | | |

| Net cash paid in merger | | | | | | (366,030) | | | | | | — | | | | | | — | | |

| Net cash received from Orion Divestiture | | | | | | 593,484 | | | | | | — | | | | | | — | | |

We are listed on the New York Stock Exchange under the symbol “O”.

Over the past 53 years, we have been acquiring and managing freestanding commercial properties that generate rental revenue under long-term net lease agreements with our commercial clients.

Unless otherwise indicated, all dollar amounts are expressed in U.S. dollars.

In November 2021, we completed our merger with VEREIT, Inc. (VEREIT).

For more details, please see note 3, *Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture.*

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 functional currency.

| | | | | | |

| G. | | | [Consolidated Quarterly](#i495e80b48418482fbb1b7ef1cfdc5d0f_208) [Financial Data (unaudited) for 2020 and 2019](#i495e80b48418482fbb1b7ef1cfdc5d0f_208) | | |

\-62-

*Change in Accounting Principle*

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, *Leases*.

Specifically, the measurement of the fair values of land, building and improvements, and identified lease

The following are the primary procedures we performed to address this critical audit matter.

For a selection of real estate acquisitions, we compared the amounts allocated to land, building and improvements, and lease related intangible assets and liabilities as a percentage of the total acquisition value to the Company’s historical allocation percentages for similar types of properties.

We assessed potential management bias by evaluating the results of the procedures performed.

*Evaluation of the provision for impairment of long-lived real estate assets*

As discussed in Note 2 to the consolidated financial statements, during 2020, the Company recorded provisions for impairment of long-lived real estate assets of $147.2 million.

A provision for impairment is recorded if estimated future operating cash flows (undiscounted and without interest charges) including estimated disposition proceeds to be received are less than the current book value of the real estate asset.

The impairment recorded is measured as the amount by which the book value of the real estate asset exceeds its fair value.

The Company’s property level operating cash flow projections are used to both identify if an impairment has occurred and in determining a real estate asset’s fair value.

These assumptions include the expected property holding period, projected rental rates, and current and terminal property capitalization rates.

For a selection of properties, we evaluated the projected rental rates and property holding period assumptions in the Company’s property level operating cash flow projections by comparing to lease agreements, the Company’s historical holding period data, market data from industry transaction databases, and published industry reports.

We also involved valuation professionals with specialized skills and knowledge who assisted in evaluating the projected market rent and current and terminal capitalization rates utilized by the Company.

This evaluation included comparison to independently developed ranges using publicly available market data.

We also performed a sensitivity analysis over the assumptions noted above, used to determine the Company’s property level operating cash flow projections for a selection of properties.

We assessed potential management bias by evaluating the results of the procedures performed.

*Evaluation of lease revenue*

As discussed in Note 2 to the consolidated financial statements, rental revenue for leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term.

When the Company concludes collection of substantially all future lease payments for a lease is less than probable, the Company writes off the receivable balances associated with the lease as a reduction to rental revenue for the period and it ceases to recognize rental revenue on a straight-line basis for that lease.

Rental revenue recognition is limited to the lesser of cash received or the amount that would have been recognized on a straight-line basis for that lease.

Rental revenue was $1.6 billion for the year ended December 31, 2020, and accounts receivable was $285.7 million as of December 31, 2020.

We identified the evaluation of the probability of collection of lease payments as a critical audit matter.

The significant assumption used in the evaluation is the creditworthiness of the client and any guarantors.

Evaluating the Company’s probability assessment of collection of substantially all the lease payments for the individual leases required significant auditor judgment, because of the subjective nature of management’s judgment and the potential impact of the current economic environment on the significant assumption.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s collectability probability assessment process, including the assessment of the creditworthiness of the client and any guarantors.

For a selection of the Company’s leases, we evaluated the Company’s determination of the collectability of substantially all of the contractual lease payments by performing the following: (i) read the lease agreement, (ii) obtained and read third-party credit reports, (iii) searched for and read publicly available information, including the client’s financial statements, analyst reports, recent public filings and news articles to evaluate the Company’s collection probability assessment, (iv) considered the rental payment history of the lessee and (v) inquired of Company employees to obtain evidence regarding creditworthiness of the clients.

February 23, 2021

\-63-

February 23, 2021

\-64-

REALTY INCOME CORPORATION AND SUBSIDIARIES

| Other assets, net | | | | | | 434,297 | | | | | | 328,661 | | |

\-65-

| Other | | | | | | 12,092 | | | | | | 6,773 | | | | | | 6,292 | | |

| Total revenue | | | | | | 1,651,625 | | | | | | 1,491,591 | | | | | | 1,327,838 | | |

| Total expenses | | | | | | 1,326,117 | | | | | | 1,086,364 | | | | | | 987,883 | | |

As of and for the year ended December 31, [removed: 2020,] [added: 2021,] 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.

[removed: Based on the foregoing, our Chief] Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer, [removed: Principal] [added: 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:

Submitted on February 23, [removed: 2021] [added: 2022] by,

[removed: There] [added: Except as described above, there] have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on the foregoing, our Chief

\-109-

The Company acquired VEREIT during 2021, and management excluded from its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2021, VEREIT's internal control over financial reporting associated with total assets of $17.7 billion and total revenues of $176.3 million included in the (consolidated) financial statements of the Company as of and for the year ended December 31, 2021.

As a result of our merger with VEREIT in November 2021, we are operating two separate enterprise resource planning (ERP) systems to generate our financial statements.

In 2022, we plan to integrate these two ERP platforms into one primary system.

We have updated our internal controls over financial reporting, as necessary, to accommodate modifications to our business processes for these parallel ERP systems, as we work towards enhanced automated controls through a central platform.

\-110-

[Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)

\-95-

None

None.

\-96-

[Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)

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 [removed: 2021] [added: 2022] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

The Annual Meeting of Stockholders is presently scheduled to be held on May [removed: 18, 2021.][added: 17, 2022.]

The information required by this item is set forth under the caption “Executive Compensation” in our definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

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 [removed: 2021] [added: 2022] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

The information required by this item is set forth under the caption “Related Party Transactions” in our definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

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 [removed: 2021] [added: 2022] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

Our independent registered public accounting firm is KPMG LLP, San Diego, CA, Auditor Firm ID: 185.

December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

Years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

| Exhibit No. | | | | | | Description | | | [added: | | |]

| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of [removed: September 6, 2012 (File No. 001-13374),] [added: April 29, 2021,] by and among Realty Income Corporation, [removed: Tau] [added: Rams MD] Acquisition [removed: LLC and American Realty Capital Trust,] [added: Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT,] Inc. [added: and VEREIT Operating Partnership, L.P] (filed as exhibit 2.1 to the [removed: Company’s] [added: Company's] Form 8-K, filed on [removed: September 6, 2012] [added: April 30, 2021] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465912061907/a12-20422_1ex2d1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465921058137/tm2114533d10_ex2-1.htm)] | | | [added: | | |]

| 2.2 | | | | | | [First Amendment to Agreement and Plan of Merger, dated as of [removed: January 6, 2013,] [added: June 25, 2021,] by and among Realty Income Corporation, [removed: Tau] [added: Rams MD] Acquisition [removed: LLC and American Realty Capital Trust,] [added: Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT,] Inc. [added: and VEREIT Operating Partnership, L.P] (filed as exhibit 2.1 to the [removed: Company’s] [added: Company's] Form 8-K, filed on [removed: January 7, 2013 (File No. 001-13374)] [added: June 25, 2021] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000119312513004582/d463120dex21.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465921085706/tm2120465d6_ex2-1.htm)] | | | [added: | | |]

| 3.1 | | | | | | [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 (File No. 033-69410) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465905035997/a05-12627_1ex3d1.htm) | | | [added: | | |]

| 3.2 | | | | | | [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).](http://www.sec.gov/Archives/edgar/data/726728/000072672811000055/exhibit_3-1.htm) | | | [added: | | |]

| 3.3 | | | | | | [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).](http://www.sec.gov/Archives/edgar/data/726728/000072672812000048/exhibit_3-1.htm) | | | [added: | | |]

| 3.4 | | | | | | [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).](http://www.sec.gov/Archives/edgar/data/726728/000072672819000052/exhibit31torealtyincomecor.htm) | | | [added: | | |]

| 3.5 | | | | | | [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).](http://www.sec.gov/Archives/edgar/data/726728/000072672820000031/bylaws.htm) | | | [added: | | |]

| 3.6 | | | | | | [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 of Form 8-A12B, filed on June 26, 1998 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/0000726728-98-000016.txt) | | | [added: | | |]

| 3.7 | | | | | | [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 on Form 8-K, filed on May 25, 1999 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000104746999022074/0001047469-99-022074.txt) | | | [added: | | |]

| 3.8 | | | | | | [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 on Form 8-K, filed on July 30, 1999 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000104746999029129/0001047469-99-029129.txt) | | | [added: | | |]

| 3.9 | | | | | | [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 on Form 8-A12B, filed on May 25, 2004 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000104746904018498/a2137211zex-3_8.htm) | | | [added: | | |]

| 3.10 | | | | | | [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 on Form 8-A12B, filed on December 5, 2006 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465906079399/a06-24936_1ex3d5.htm) | | | [added: | | |]

| 3.11 | | | | | | [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).](http://www.sec.gov/Archives/edgar/data/726728/000110465912006633/a12-3249_4ex3d1.htm) | | | [added: | | |]

| 3.12 | | | | | | [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).](http://www.sec.gov/Archives/edgar/data/726728/000110465912025924/a12-9487_4ex3d2.htm) | | | [added: | | |]

| 3.13 | | | | | | [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).](http://www.sec.gov/Archives/edgar/data/726728/000110465912025924/a12-9487_4ex3d3.htm) | | | [added: | | |]

| Instruments defining the rights of security holders, including indentures | | | | | | | | | [added: | | |]

| 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).](http://www.sec.gov/Archives/edgar/data/726728/0001047469-98-038356.txt) | | | [added: | | |]

| 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).](http://www.sec.gov/Archives/edgar/data/726728/000110465905010473/a05-4770_1ex4d2.htm) | | | [added: | | |]

| 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).](http://www.sec.gov/Archives/edgar/data/726728/000110465905010473/a05-4770_1ex4d3.htm) | | | [added: | | |]

| 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).](http://www.sec.gov/Archives/edgar/data/726728/000072672811000070/exhibit_4-16.htm) | | | [added: | | |]

[removed: [Table of](#i495e80b48418482fbb1b7ef1cfdc5d0f_7) [Contents](#i495e80b48418482fbb1b7ef1cfdc5d0f_7)][added: [Table](#ib590fe275e2e412282d328438dfb7102_7) [of](#ib590fe275e2e412282d328438dfb7102_7) [Contents](#ib590fe275e2e412282d328438dfb7102_7)]

| 4.5 | | | | | | [Form of [removed: 4.650%] [added: 3.875%] Note due [removed: 2023] [added: 2024] (filed as exhibit 4.2 to Company’s Form 8-K, filed on [removed: July 16, 2013 (File No. 001-13374)] [added: June 25, 2014] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465913054722/a13-16073_5ex4d2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914048360/a14-15488_5ex4d2.htm)] | | | [added: | | |]

| 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 [removed: “4.650%] [added: “3.875%] Notes due [removed: 2023”] [added: 2024”] (filed as exhibit 4.3 to the Company’s Form 8-K, filed on [removed: July 16, 2013 (File No. 001-13374)] [added: June 25, 2014] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465913054722/a13-16073_5ex4d3.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914048360/a14-15488_5ex4d3.htm)] | | | [added: | | |]

| 4.7 | | | | | | [Form of [removed: 3.875%] [added: 4.125%] Note due [removed: 2024] [added: 2026] (filed as exhibit 4.2 to Company’s Form 8-K, filed on [removed: June 25,] [added: September 23,] 2014 and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914048360/a14-15488_5ex4d2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914067694/a14-20959_5ex4d2.htm)] | | | [added: | | |]

| 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 [removed: “3.875%] [added: “4.125%] Notes due [removed: 2024”] [added: 2026”] (filed as exhibit 4.3 to the Company’s Form 8-K, filed on [removed: June 25,] [added: September 23,] 2014 and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914048360/a14-15488_5ex4d3.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914067694/a14-20959_5ex4d3.htm)] | | | [added: | | |]

| 4.9 | | | | | | [Form of [removed: 4.125%] [added: 3.000%] Note due [removed: 2026] [added: 2027] (filed as exhibit 4.2 to Company’s Form 8-K, filed on [removed: September 23, 2014] [added: October 12, 2016] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914067694/a14-20959_5ex4d2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d2.htm)] | | | [added: | | |]

| 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 [removed: “4.125%] [added: “3.000%] Notes due [removed: 2026”] [added: 2027”] (filed as exhibit 4.3 to the Company’s Form 8-K, filed on [removed: September 23, 2014] [added: October 12, 2016] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914067694/a14-20959_5ex4d3.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm)] | | | [added: | | |]

| 4.11 | | | | | | [Form of [removed: 3.000%] [added: 4.650%] Note due [removed: 2027] [added: 2047] (filed as exhibit 4.2 to Company’s Form 8-K, filed on [removed: October 12, 2016] [added: March 15, 2017] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d2.htm)] | | | [added: | | |]

| [removed: 4.12] [added: 4.19] | | | | | | [removed: [Officer’s] [added: [Officers’] Certificate pursuant to [removed: sections] [added: 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 [removed: “3.000%] [added: “3.250%] Notes due [removed: 2027”] [added: 2029."] (filed as exhibit 4.3 to the [removed: Company’s] [added: Company's] Form 8-K, filed on [removed: October 12, 2016] [added: June 19, 2019] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465919036383/a19-11678_1ex4d3.htm#Exhibit4_3_093811)] | | | [added: | | |]

| [removed: 4.13] [added: 4.12] | | | | | | [Form of [removed: 4.650%] [added: 4.125%] Note due [removed: 2047] [added: 2026] (filed as exhibit [removed: 4.2] [added: 4.3] to Company’s Form 8-K, filed on March 15, 2017 and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d3.htm)] | | | [added: | | |]

| 4.14 | | | | | | [Form of [removed: 4.125%] [added: 3.650%] Note due [removed: 2026] [added: 2028] (filed as exhibit [removed: 4.3] [added: 4.2] to Company’s Form 8-K, filed on [removed: March 15,] [added: December 6,] 2017 and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d3.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d2.htm)] | | | [added: | | |]

| [removed: 4.15] [added: 4.13] | | | | | | [Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and [removed: The bank] [added: The](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d4.htm) [B](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d4.htm)[ank] 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 Company’s Form 8-K, filed on March 15, 2017 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d4.htm) | | | [added: | | |]

| [removed: 4.16] [added: 4.15] | | | | | | [Form of [removed: 3.650%] [added: 4.650%] Note due [removed: 2028] [added: 2047] (filed as exhibit [removed: 4.2] [added: 4.4] to Company’s Form 8-K, filed on December 6, 2017 and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d4.htm)] | | | [added: | | |]

| [removed: 4.17] [added: 4.16] | | | | | | [Form of [removed: 4.650%] [added: 3.875%] Note due [removed: 2047] [added: 2025] (filed as exhibit [removed: 4.4] [added: 4.2] to Company’s Form 8-K, filed on [removed: December 6, 2017] [added: April 4, 2018] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d4.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465918022449/a18-9533_1ex4d2.htm)] | | | [added: | | |]

\-111-

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| 2.3 | | | | | | [Separation and Distribution Agreement, dated as of November 12, 2021, by and among Realty Income Corporation, Orion Office REIT Inc., and Orion Office REIT LP. (filed as](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921141276/tm2133349d1_ex2-1.htm) [exhibit 2.1 to the Company's Form 8-K, filed on November 18, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921141276/tm2133349d1_ex2-1.htm) | | | | | |

| | | | | | | | | | | | |

\-112-

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\-113-

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| 4.31 | | | | | | [Form of 1.125% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 13, 2021 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465921091468/tm2120465d15_ex4-4.htm). | | | | | |

| 4.33 | | | | | | [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 (](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-1.htm)[f](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-1.htm)[iled as exhibit 4.1 to](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-1.htm) [VEREIT,](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-1.htm) [Inc](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-1.htm)[.](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-1.htm)['s](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-1.htm) [Form 8-K, filed on](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-1.htm) [February 7, 2014](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-1.htm) [and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-1.htm). | | | | | |

| 4.34 | | | | | | [Officers’ Certificate, dated as of February 6, 2014](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-2.htm) [(](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-2.htm)[f](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-2.htm)[iled as exhibit 4.2 to](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-2.htm) [VEREIT, Inc.'s](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-2.htm) [Form 8-K, filed on](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-2.htm) [February 7, 2014](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-2.htm) [and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-2.htm). | | | | | |

| 4.35 | | | | | | [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](https://www.sec.gov/Archives/edgar/data/1507385/000150738515000016/exhibit41firstsupplemental.htm) [](https://www.sec.gov/Archives/edgar/data/1507385/000150738515000016/exhibit41firstsupplemental.htm)[(filed as exhibit 4.](https://www.sec.gov/Archives/edgar/data/1507385/000150738515000016/exhibit41firstsupplemental.htm)[1](https://www.sec.gov/Archives/edgar/data/1507385/000150738515000016/exhibit41firstsupplemental.htm) [to](https://www.sec.gov/Archives/edgar/data/1507385/000150738515000016/exhibit41firstsupplemental.htm) [VEREIT, Inc.'s](https://www.sec.gov/Archives/edgar/data/1507385/000150738515000016/exhibit41firstsupplemental.htm) [Form 8-K, filed on](https://www.sec.gov/Archives/edgar/data/1507385/000150738515000016/exhibit41firstsupplemental.htm) [February 13, 2015](https://www.sec.gov/Archives/edgar/data/1507385/000150738515000016/exhibit41firstsupplemental.htm) [and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1507385/000150738515000016/exhibit41firstsupplemental.htm). | | | | | |

| 4.36 | | | | | | [Officers’ Certificate, dated as of June 2, 2016](https://www.sec.gov/Archives/edgar/data/1507385/000119312516611418/d203504dex42.htm) [(filed as exhibit 4.](https://www.sec.gov/Archives/edgar/data/1507385/000119312516611418/d203504dex42.htm)[2](https://www.sec.gov/Archives/edgar/data/1507385/000119312516611418/d203504dex42.htm) [to](https://www.sec.gov/Archives/edgar/data/1507385/000119312516611418/d203504dex42.htm) [VEREIT](https://www.sec.gov/Archives/edgar/data/1507385/000119312516611418/d203504dex42.htm)[,](https://www.sec.gov/Archives/edgar/data/1507385/000119312516611418/d203504dex42.htm) [Inc.](https://www.sec.gov/Archives/edgar/data/1507385/000119312516611418/d203504dex42.htm)['s Form 8-K, filed on](https://www.sec.gov/Archives/edgar/data/1507385/000119312516611418/d203504dex42.htm) [June 3, 2016](https://www.sec.gov/Archives/edgar/data/1507385/000119312516611418/d203504dex42.htm) [and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1507385/000119312516611418/d203504dex42.htm). | | | | | |

| 4.37 | | | | | | [Officers’ Certificate, dated as of August 11, 2017](https://www.sec.gov/Archives/edgar/data/1507385/000119312517256052/d399638dex42.htm) [(filed as exhibit 4.](https://www.sec.gov/Archives/edgar/data/1507385/000119312517256052/d399638dex42.htm)[2](https://www.sec.gov/Archives/edgar/data/1507385/000119312517256052/d399638dex42.htm) [to](https://www.sec.gov/Archives/edgar/data/1507385/000119312517256052/d399638dex42.htm) [VEREIT, Inc.](https://www.sec.gov/Archives/edgar/data/1507385/000119312517256052/d399638dex42.htm)['s Form 8-K, filed on](https://www.sec.gov/Archives/edgar/data/1507385/000119312517256052/d399638dex42.htm) [August 11, 2017](https://www.sec.gov/Archives/edgar/data/1507385/000119312517256052/d399638dex42.htm) [and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1507385/000119312517256052/d399638dex42.htm). | | | | | |

| 4.38 | | | | | | [Officers’ Certificate, dated as of October 16, 2018](https://www.sec.gov/Archives/edgar/data/1507385/000119312518300298/d639511dex42.htm) [(filed as exhibit 4.](https://www.sec.gov/Archives/edgar/data/1507385/000119312518300298/d639511dex42.htm)[2](https://www.sec.gov/Archives/edgar/data/1507385/000119312518300298/d639511dex42.htm) [to](https://www.sec.gov/Archives/edgar/data/1507385/000119312518300298/d639511dex42.htm) [VEREIT, Inc.](https://www.sec.gov/Archives/edgar/data/1507385/000119312518300298/d639511dex42.htm)['s Form 8-K, filed on](https://www.sec.gov/Archives/edgar/data/1507385/000119312518300298/d639511dex42.htm) [October 16, 2018](https://www.sec.gov/Archives/edgar/data/1507385/000119312518300298/d639511dex42.htm) [and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1507385/000119312518300298/d639511dex42.htm). | | | | | |

| 4.39 | | | | | | [Officers’ Certificate, dated as of December 4, 2019](https://www.sec.gov/Archives/edgar/data/1507385/000150738519000171/exhibit42vereitofficerscert.htm) [(filed as exhibit 4.](https://www.sec.gov/Archives/edgar/data/1507385/000150738519000171/exhibit42vereitofficerscert.htm)[2](https://www.sec.gov/Archives/edgar/data/1507385/000150738519000171/exhibit42vereitofficerscert.htm) [to](https://www.sec.gov/Archives/edgar/data/1507385/000150738519000171/exhibit42vereitofficerscert.htm) [VEREIT, Inc.](https://www.sec.gov/Archives/edgar/data/1507385/000150738519000171/exhibit42vereitofficerscert.htm)['s Form 8-K, filed on](https://www.sec.gov/Archives/edgar/data/1507385/000150738519000171/exhibit42vereitofficerscert.htm) [December 4, 2019](https://www.sec.gov/Archives/edgar/data/1507385/000150738519000171/exhibit42vereitofficerscert.htm) [and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1507385/000150738519000171/exhibit42vereitofficerscert.htm). | | | | | |

| 4.40 | | | | | | [Officers’ Certificate, dated as of June 29, 2020](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000119/exhibit42officerscerti.htm) [(filed as exhibit 4.](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000119/exhibit42officerscerti.htm)[2](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000119/exhibit42officerscerti.htm) [to](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000119/exhibit42officerscerti.htm) [VEREI](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000119/exhibit42officerscerti.htm)[T, Inc](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000119/exhibit42officerscerti.htm)[.](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000119/exhibit42officerscerti.htm)['s Form 8-K, filed on](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000119/exhibit42officerscerti.htm) [June 29, 2020](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000119/exhibit42officerscerti.htm) [and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000119/exhibit42officerscerti.htm). | | | | | |

| 4.41 | | | | | | [Officers’ Certificate, dated as of November 17, 2020](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000185/ex42officerscertnovclo.htm) [(filed as exhibit 4.](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000185/ex42officerscertnovclo.htm)[2](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000185/ex42officerscertnovclo.htm) [to](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000185/ex42officerscertnovclo.htm) [VEREIT, Inc.](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000185/ex42officerscertnovclo.htm)['s Form 8-K, filed on](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000185/ex42officerscertnovclo.htm) [N](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000185/ex42officerscertnovclo.htm)[ovember 17, 2020](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000185/ex42officerscertnovclo.htm) [and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/0001507385/000150738520000185/ex42officerscertnovclo.htm). | | | | | |

| 4.42 | | | | | | [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 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921132405/tm2128361d8_ex4-10.htm). | | | | | |

| 4.43 | | | | | | [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](https://www.sec.gov/Archives/edgar/data/726728/000110465921139193/tm2132504d2_ex4-1.htm) [15](https://www.sec.gov/Archives/edgar/data/726728/000110465921139193/tm2132504d2_ex4-1.htm)[, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465921139193/tm2132504d2_ex4-1.htm) | | | | | |

| 4.44 | | | | | | [Form of 4.600% Notes due February 6, 2024. (filed as exhibit 4.2 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-2.htm) | | | | | |

| 4.45 | | | | | | [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 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-3.htm) | | | | | |

| 4.46 | | | | | | [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 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-4.htm) | | | | | |

| 4.47 | | | | | | [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 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-5.htm) | | | | | |

| 4.48 | | | | | | [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 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-6.htm) | | | | | |

| 4.49 | | | | | | [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 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-7.htm) | | | | | |

| 4.50 | | | | | | [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 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-8.htm) | | | | | |

| 4.51 | | | | | | [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 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-9.htm) | | | | | |

| 4.52 | | | | | | [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 1](https://www.sec.gov/Archives/edgar/data/726728/000110465922004408/tm222238d5_ex4-4.htm)[4](https://www.sec.gov/Archives/edgar/data/726728/000110465922004408/tm222238d5_ex4-4.htm)[, 2022 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465922004408/tm222238d5_ex4-4.htm) | | | | | |

| 4.54 | | | | | | [Form of 2.500% Notes due 2042 (filed as exhibit 4.3 to the Company's Form 8-K, filed on January 1](https://www.sec.gov/Archives/edgar/data/726728/000110465922004408/tm222238d5_ex4-4.htm)[4](https://www.sec.gov/Archives/edgar/data/726728/000110465922004408/tm222238d5_ex4-4.htm)[, 2022 and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465922004408/tm222238d5_ex4-4.htm). | | | | | |

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\-114-