Realty Income (O) 10-K risk factor changes: FY2022 vs FY2021

This “Risk Factors” section contains references to our “capital stock” and to our “stockholders.” Unless expressly stated otherwise, the references to our “capital stock” represent our common stock and any class or series of preferred stock which may be outstanding from time to time, while the references to our “stockholders” represent holders of our common [removed: stock and any class or series of outstanding preferred] stock.

The COVID-19 pandemic has disrupted our operations and [removed: is] [added: the effects of the pandemic are] expected to continue to have an adverse effect on our business, results of operations, financial condition and liquidity.

The COVID-19 pandemic, including the continued spread of new [removed: variants,] [added: variants and the measures taken to limit its spread,] has had, and other pandemics in the future could have, [added: adverse] repercussions across global economies and financial [removed: markets.][added: markets, as well as on us and our clients.]

Factors that have contributed or may contribute [added: in the future] to the adverse impact of the COVID-19 pandemic and the measures taken to limit its spread on the business, results of operations, financial condition and liquidity of us and our clients include, without limitation, the following:

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

- Reduced economic activity, customer traffic, consumer confidence or discretionary spending, the deterioration in our or our clients’ ability to operate in affected [removed: areas] [added: 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;

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

- [removed: We may experience difficulty] [added: Difficulties] accessing [removed: the] bank lending, capital markets and other financial markets on attractive terms, or at all, [removed: 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 grow our business (including through acquisitions, development opportunities and 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 [added: may adversely affect] our clients’ ability to fund their business operations and meet their obligations to us and others;

- [removed: The financial impact of the COVID-19 pandemic could negatively impact] [added: Potential negative impacts on] our credit ratings, the interest rates on our borrowings, and our future compliance with financial covenants under our credit facility and other debt instruments, which could result in a default and potentially an acceleration of indebtedness, any of which could [added: negatively impact our ability to make additional borrowings under our revolving credit facility, sell commercial paper notes under our commercial paper programs, incur other indebtedness, pay dividends on our common stock and pay the principal of and interest on our indebtedness and our other obligations when due;]

- The impact of the COVID-19 pandemic on the market value of [added: certain of] our properties has led to impairment charges and may require that we incur further impairment charges, asset write-downs or similar charges;

- The impact on the ability of our employees, including members of our management team or board of directors, to fulfill their duties to [removed: us as a result of the COVID-19 pandemic, either as a result of measures taken to limit its spread or as a result of infection;] [added: us;] and

Most of our clients operate retail businesses, many of which [removed: appear to] have been disproportionately impacted by [added: certain of] the [removed: COVID-19 pandemic] [added: issues described above,] and [removed: the measures taken] [added: may continue] to [removed: mitigate its spread.][added: be disproportionately impacted in the future.]

Likewise, the deterioration of global economic conditions as a result of the pandemic may ultimately lead to a further decrease in occupancy levels and rental rates across our portfolio as our clients [removed: reduce or defer their spending, institute restructuring plans or file for bankruptcy.][added: (including those in the theater]

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

[removed: In addition, in light of] [added: To] the [added: extent the] COVID-19 pandemic [added: or other epidemics or pandemics in the future adversely affect economic conditions] and [added: financial markets, as well as] the [removed: measures taken to limit its spread,] [added: business, results of operations, financial conditions and liquidity of us and] our [added: clients, they may also have the effect of heightening many of the risks described elsewhere in this “Risk Factors” section and our] historical information regarding our business, properties, results of operations, financial condition or liquidity may not be representative of the future results of operations, financial condition, liquidity or other financial or operating results of us, our properties or our business.

[removed: - Other] [added: We expect competition from businesses, individuals, fiduciary accounts and plans, and other] entities engaged in real estate investment and financing.

- Declines in our clients’ creditworthiness and ability to pay rent, which may be affected by their [removed: operations,] [added: operations (including as a result from changes in consumer behaviors or preferences impacting our clients operations),] economic downturns and competition within their industries from other operators;

- The [removed: current] COVID-19 pandemic [removed: (see “Risk Factors — The COVID-19 pandemic has disrupted our operations and is expected to continue to have an adverse effect on our business, results of operations, financial condition and liquidity” above)] or other [added: epidemics or] pandemics or outbreaks of illness, disease or virus that affect countries or regions in which our clients and their parent companies operate or in which our properties or corporate headquarters are located;

[removed: Furthermore, leases] [added: Leases] that are renewed, and some new leases for properties that are re-leased, may have terms that are less economically favorable than expiring lease terms, or may require us to incur significant costs, such as renovations, improvements on behalf of the client or lease transaction costs.

Further, the occurrence of a client bankruptcy or insolvency could diminish [added: or eliminate] the income we receive from our client’s lease or leases.

[removed: In addition, a] [added: A] bankruptcy court might authorize [removed: our] [added: a] client to terminate [added: one or more of] its leases with us.

If that happens, our claim against the bankrupt client for unpaid future rent would be subject to statutory limitations that most likely would result in rent payments that would be substantially less than the remaining rent we are owed under the leases [removed: (although it] [added: (it] is [added: also] possible that we may not receive any unpaid future rent under terminated leases) or we may elect not to pursue claims against a client for terminated leases.

[removed: In addition, any claim] [added: Claims] we have for unpaid past rent, if any, may not be paid in full, or at all.

Downturns in any of our industries could adversely affect our [removed: clients,] [added: clients (including, for example, the recent challenges faced by our clients in the theater industry),] which in turn could also have a material adverse effect on our financial position, results of operations and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions on our common [removed: stock,] [added: stock] and any outstanding preferred stock.

In addition, some [added: of our] properties are leased to clients that may have limited financial and other [removed: resources, and] [added: resources and,] therefore, they are more likely to be adversely affected by a downturn in their respective businesses, including any downturns that have resulted or may result from the COVID-19 [removed: pandemic,] [added: pandemic] or [added: other epidemics or pandemics, or] in the regional, [removed: national,] [added: national] or international economy.

[removed: - The] [added: We can face such liability regardless of our knowledge of the contamination; the timing of the contamination; the cause of the contamination; or the] party responsible for the contamination of the property.

[removed: In that regard, a] [added: A] number of our properties are leased to operators of convenience stores that sell petroleum-based fuels, [removed: as well as] to operators of oil change and tune-up [removed: facilities] [added: facilities,] and operators that use chemicals and other waste products.

These [removed: facilities,] [added: facilities] and some other of our properties, use, or may have used in the past, underground lifts or [removed: underground] [added: storage] tanks for the storage of petroleum-based or waste products, which could create a potential for the release of hazardous substances.

The presence of hazardous substances on a property may adversely affect our client's ability to continue to operate that property or our ability to lease or sell that property and we may incur substantial remediation costs or [removed: third party] [added: third-party] liability claims.

However, it is possible that one or more of our clients could fail to have sufficient funds to cover any such indemnification or to meet applicable state financial assurance [removed: obligations,] [added: obligations or such environmental contamination may predate our client's lease term,] and thus we may still be obligated to pay for any such environmental liabilities.

- We would be required to pay regular [removed: United States, or U.S.,] [added: U.S.] federal corporate income tax on our taxable income;

In addition, our taxable REIT [removed: subsidiaries, including Crest,] [added: subsidiaries] are subject to federal, state and, in some cases, foreign taxes at the applicable tax rates on their income and property.

[removed: Differences in timing between the receipt of income and the payment of expenses to arrive at taxable income, along with the effect of] required debt amortization payments, could require us to borrow funds to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT.

[removed: If we were to raise] [added: Raising] additional capital through the issuance of equity [removed: securities, we could] [added: securities can] dilute the interests of holders of our common stock.

Likewise, our Board of Directors is authorized to cause us to issue preferred stock of any class or series [removed: (with] [added: with] dividend, voting and other rights as determined by our Board of [removed: Directors).][added: Directors, which could dilute, or otherwise adversely affect, the interest of holders of our common stock.]

We intend to incur additional indebtedness in the future, including borrowings under our [removed: $3.0] [added: $4.25] billion unsecured revolving credit facility and our [removed: $1.0] [added: $3.0] billion commercial paper [removed: program.][added: programs.]

The credit agreement governing our revolving credit facility also governs our $250.0 million unsecured term loan facility due March [removed: 2024.][added: 2024 and, on January 6, 2023 we entered into the Term Loan Agreement governing our term loan, pursuant to which we borrowed an aggregate of approximately $1.0 billion in multicurrency borrowings.]

Our revolving credit facility grants us the option, subject to obtaining lender commitments and other customary conditions, to expand the borrowing limits thereunder to up to [removed: $4.0] [added: $5.25] billion.

[removed: In addition, we have an] [added: Pursuant to our] unsecured commercial paper [removed: note program under which] [added: programs] we may offer and sell up to [removed: $1.0] [added: $3.0] billion of commercial paper at any time.

We use our [removed: $3.0 billion] revolving credit facility as a liquidity backstop for the repayment of notes issued under the commercial paper [removed: program.][added: programs.]

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

- Changes in consumer behaviors (e.g., decrease in discretionary consumer spending), preferences or demographics impacting our clients' operations;

- Supply chain disruptions;

Client bankruptcies within a given property may also adversely impact our ability to re-release that property at favorable terms, or at all.

Furthermore, we have made and may continue to make selected acquisitions of

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

industry) reduce or defer their spending, institute restructuring plans or file for bankruptcy.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

As we have recently expanded into new geographies and transactional structures, and may continue to do so in the future, the analyses of our REIT qualification, and our ability to ensure such qualification, have become, and may become in the future, more complex.

Differences in timing between the receipt of income and the payment of expenses to arrive at taxable income, along with the effect of

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

In the event we take any action that incurs taxable gain allocated to these contributors, we may be required to make them whole under tax protection agreements.

The Term Loan Agreement also permits us to incur additional term loans, up to an aggregate of $1.5 billion in total borrowings.

The Term Loans initially mature in January 2024 and include two 12-month maturity extensions that can be exercised at the company's option.

Our A3/A- credit ratings provide for a borrowing rate of 80 basis points over the applicable benchmark rate, which includes adjusted SOFR for US Dollar-denominated loans, adjusted SONIA for Sterling-denominated loans, and EURIBOR for Euro-denominated loans.

In conjunction with closing, we executed one-year variable-to-fixed interest rate swaps which fix our per annum interest rate at 5.0% over the initial term.

We expect that we will continue to use our current and any new revolving credit facilities we may enter into (in each case as the same may be expanded, amended or restated, if applicable, from time to time), as a liquidity backstop for the repayment of notes issued under our current or any new commercial paper programs that we may maintain from time to time.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

In addition, while we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in borrowing and currency rates, we may not realize the anticipated benefits from these arrangements or they may be insufficient to mitigate our exposure.

We have incurred and may continue to incur indebtedness that is denominated in local currencies to fund our international investments and operations.

However, it is possible that such indebtedness may be insufficient or may be on unacceptable terms requiring us to use non-local currency indebtedness.

In such event, we may be subject to foreign exchange rate volatility.

While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in foreign exchange rates, we may not realize the anticipated benefits from these arrangements or these arrangements may be insufficient to mitigate our exposure.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

- Changes in consumer behaviors, preferences or demographics;

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

These risks may include limited experience in managing certain types of new properties, new types of real estate locations and lease structures, and the laws and culture of non-U.S. jurisdictions.

We may face extensive regulations from gaming and other regulatory authorities regarding current and future gaming properties.

As a landlord of a gaming facility or future gaming facilities, we may be impacted by the risks associated with the gaming industry.

The ownership, operation, and management of gaming facilities are subject to pervasive regulation.

Gaming authorities also retain great discretion such that gaming regulations can impact our gaming clients, individuals associated with the operation of gaming properties, and us as the owner of the real estate and landlord related to such facilities.

Gaming laws and regulations can impact all facets of a gaming property, including but not limited to alcoholic beverages, environmental matters, employees, health care, currency transactions, zoning and building codes, and marketing and advertising.

Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted, which could adversely affect our operating results, and may also result in additional taxes or licensing fees imposed on us and our gaming clients.

In addition, subject to certain administrative due process requirements, gaming regulators generally have broad authority to conduct investigations into the conduct or associations of our officers or certain investors to ensure compliance with applicable standards and suitability to hold a gaming license, and to deny any application or limit, condition, restrict, revoke, or suspend any gaming license, registration, or finding of suitability or approval, or fine any person licensed, registered, or found suitable or qualified as a licensee.

As a result, our ability to obtain or maintain our required licenses and approvals, or avoid penalties related thereto, may be subject to risks, including risks outside of our control, and cannot be predicted.

Were a tenant unable to continue to perform under a lease, because of the highly regulated nature of the industry, it may be difficult to re-lease gaming properties.

This difficulty may be exacerbated to the extent the gaming property is located in a geography that does not have an expansive gaming footprint, such as the property in which we are invested.

A transfer of interest, including a new lease, will likely require approval of regulators and the licensing of a new gaming operator tenant.

- Complying with a wide variety of foreign laws, including corruption, employment, data protection, energy usage, health and safety and environmental regulations which may require capital expenditures to maintain or bring our foreign properties into compliance with applicable regulations;

The COVID-19 pandemic and the measures taken to limit its spread have adversely impacted regional, national and global economic activity and have contributed to significant volatility and negative pressure in financial markets.

The impact of the COVID-19 pandemic has rapidly evolved and, as cases and variants of COVID-19 have continued to increase and be identified, many countries, including the United States, the United Kingdom, 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, vaccine requirements, restrictions on types of business that may continue to operate, school closures, 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.

In that regard, surges in COVID-19 cases have led many state and local governments to increase the scope and severity of some of these restrictions and to institute new restrictions.

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

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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;

To date, the COVID-19 pandemic and the measures taken to limit its spread have adversely impacted and may continue to adversely impact, among other things, the ability of a number of our clients’ to generate adequate, or in certain cases, any revenue from their businesses, the ability or willingness of many of our clients to pay rent in full, or at all, or on a timely basis, and our ability to collect rent from our clients.

It may also adversely impact our ability to enforce remedies for the failure to pay rent, our occupancy levels, our ability to acquire properties or complete construction projects, and may otherwise negatively affect our business.

These adverse impacts 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.

In addition, if any of these or other clients declare bankruptcy or enter into similar corporate restructuring arrangements, they may seek to reject or renegotiate our existing leases, which could adversely affect our ability to collect rent that is owed or to collect future rent on those properties at anticipated rates, or at all, or to re-lease those properties on favorable terms.

In addition, most of our clients operate retail businesses that depend on customer traffic.

As a result, conditions that lead to a decline in customer traffic (including quarantine, shelter-in-place or similar orders requiring that people remain in their homes or orders requiring business closures or restricting business operations) have had and so long as those conditions continue to exist will continue to have an adverse effect on the business, results of operations, financial condition and liquidity of a number of our clients, and their willingness or ability to pay rent, to renew expiring leases or to enter into new leases on terms favorable to us, or at all.

In addition to the near-term effects of the COVID-19 pandemic on our clients and their businesses, we are unable to predict at this time the broader long-term impacts on consumer behavior in regard to brick-and-mortar retail and service-based businesses.

To the extent certain adverse factors, including but not limited to, continued patterns of consumer savings and unemployment, persist, certain discretionary businesses could have prolonged negative consequences as a result of shifts in long-term consumer behavior.

As a result of the foregoing, we cannot predict the number of our clients that will not pay rent in the future, nor can we predict whether our clients who have paid rent in the past will continue to do so or whether our clients who have deferred rent will pay 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, generate additional expenses, result in impairment charges or other write-downs of assets, and adversely impact our results of operations, financial condition and liquidity.

In addition, as we believe to be the case with many retail landlords, we have received 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.

Collections and rent relief requests to-date may not be indicative of collections or requests in any future period.

In addition, the measures taken to prevent the spread of

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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 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 limiting non-essential travel and in-person attendance at industry events.

While we anticipate that these measures are temporary, we cannot predict the specific duration for which these precautionary measures will stay in effect, and we may elect to take additional measures as the information available to us continues to develop.

These actions, and any future actions we may take in response to the COVID-19 pandemic, could further negatively impact our business, financial condition, results of operations and liquidity.

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, 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, 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 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.

We expect competition from:

- Businesses;

- Individuals;

- Fiduciary accounts and plans; and

Some of these competitors are larger than we are and have greater financial resources.

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

As of December 31, 2021, 164 of our properties were available for lease or sale.

As of December 31, 2021, no single client or group of our clients in the same industry accounted for more than 10% of our total portfolio annualized contractual rent.

We can face such liability regardless of:

- Our knowledge of the contamination;

- The timing of the contamination;

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

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

Over the past [removed: 53] [added: 54] 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.

- [removed: With an] [added: An] occupancy rate of [removed: 98.5%,] [added: 99.0%,] or [removed: 10,972] [added: 12,111] properties leased and [removed: 164] [added: 126] properties available for lease or sale;

- [removed: With clients] [added: Clients] doing business in [removed: 60] [added: 84] separate industries;

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

- [removed: With approximately 210.1] [added: Approximately 236.8] million square feet of leasable space;

- [removed: With a] [added: A] weighted average remaining lease term (excluding rights to extend a lease at the option of our client) of approximately [removed: 9.0] [added: 9.5] years; and

- [removed: With an] [added: An] average leasable space per property of approximately [removed: 18,860] [added: 19,350] square feet, approximately [removed: 12,470] [added: 13,000] square feet per retail property and approximately [removed: 248,120] [added: 234,100] square feet per industrial property.

Of the [removed: 11,136] [added: 12,237] properties in the portfolio at December 31, [removed: 2021, 11,043,] [added: 2022, 12,018,] or [removed: 99.2%,] [added: 98.2%,] are single-client properties, of which [removed: 10,883] [added: 11,894] were leased, and the remaining are multi-client properties.

Unless otherwise specified, references to rental revenue in the Management's Discussion and Analysis of Financial Condition and Results of Operations are exclusive of reimbursements from clients for recoverable real estate taxes and operating expenses totaling [removed: $104.9] [added: $184.7] million, [removed: $79.4] [added: $104.9] million and [removed: $69.1] [added: $79.4] million for [removed: 2021, 2020] [added: the years ended December 31, 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

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

We may issue common stock when we believe [removed: that] our share price is at a level that allows for the proceeds of [removed: any] [added: an] offering to be accretively invested into additional [removed: properties.][added: properties or to permanently finance properties that were initially financed by our revolving credit facility, commercial paper programs, or shorter-term debt securities.]

We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing [removed: costs] [added: costs,] and cash distributions to common stockholders, primarily through cash provided by operating activities, borrowings [removed: on] [added: under] our [added: revolving] credit [removed: facility] [added: facility, short-term term loans,] and under our commercial paper [removed: program] [added: programs,] and through public securities offerings.

At December 31, [removed: 2021,] [added: 2022,] our total outstanding borrowings of senior unsecured notes and bonds, [added: $250.0 million] term loan, mortgages payable, [added: revolving] credit facility [removed: borrowings, commercial paper,] and [removed: our proportionate share of outstanding borrowings by unconsolidated entities] [added: commercial paper] were [removed: $15.26] [added: $17.9] billion, or approximately [removed: 26.5%] [added: 29.9%] of our total market capitalization of [removed: $57.66] [added: $59.9] billion.

We define our total market capitalization at December 31, [removed: 2021] [added: 2022,] as the sum of:

- Shares of our common stock outstanding of [removed: 591,261,991,] [added: 660,300,195,] plus total common units outstanding of [removed: 1,060,709,] [added: 1,795,167,] multiplied by the last reported sales price of our common stock on the NYSE of [removed: $71.59] [added: $63.43] per share on December 31, [removed: 2021,] [added: 2022,] or [removed: $42.4] [added: $42.0] billion;

- Outstanding borrowings of [removed: $650.0 million] [added: $2.0 billion] on our revolving credit [removed: facility;][added: facility, comprised of €1.8 billion Euro and £70.0 million Sterling borrowings;]

- [removed: Outstanding] [added: Commercial paper outstanding] borrowings of [removed: $901.4] [added: $701.8] million [removed: on our commercial paper program;][added: was 1.6%;]

- Outstanding mortgages payable of [removed: $1.11 billion,] [added: $842.3 million,] excluding net mortgage premiums of [removed: $28.7] [added: $12.4] million and deferred financing costs of [removed: $790,000;][added: $0.8 million;]

- Outstanding borrowings [removed: of $250.0 million] on our [added: $250.0 million] term loan, excluding deferred financing costs of [removed: $443,000;][added: $0.2 million; and]

- Outstanding senior unsecured notes and bonds of [removed: $12.26] [added: $14.1] billion, including Sterling-denominated notes of [removed: £1.47] [added: £2.57] billion, and excluding unamortized net premiums of [removed: $295.5] [added: $224.6] million and deferred financing costs of [removed: $53.1 million; and][added: $60.7 million.]

[removed: - Our proportionate] [added: | Proportionate] share [removed: of outstanding debt from] [added: for] unconsolidated entities [removed: of $86.0 million,] [added: debt,] excluding deferred financing costs [removed: of $1.8 million.][added: | | | — | | | | | | 86,006 | | | | | | — | | |]

We may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if [removed: these securities are offered.]

Under our [removed: "at-the-market" equity distribution plan, or our] ATM program, up to [removed: 69,088,433] [added: 120,000,000] 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 [removed: brokers'] [added: brokers’] transactions on the NYSE at prevailing market [added: prices, at] prices [added: related to prevailing market prices] or at negotiated [removed: prices.][added: prices or by any other methods permitted by applicable law.]

During [removed: 2021,] [added: the year ended December 31, 2022,] we issued [removed: 46,290,540] [added: 68,608,176] shares and raised approximately [removed: $3.21] [added: $4.6] billion of [removed: gross] [added: net] proceeds under the ATM [removed: program.][added: programs.]

At December 31, [removed: 2021,] [added: 2022,] we had [removed: 29,387,491] [added: 11,159,825] shares remaining for future issuance under our [removed: ATM] [added: DRSPP] program.

[removed: Issuances] [added: There were no issuances] of [removed: Common Stock] [added: common stock] in [removed: Underwritten Public Offerings][added: underwritten public offerings during the year ended December 31, 2022.]

Our Dividend Reinvestment and Stock Purchase Plan, [removed: or our DRSPP,] [added: (our "DRSPP"),] provides our common stockholders, as well as new investors, with a convenient and economical method of purchasing our common stock and reinvesting their distributions.

We did not issue shares under the waiver approval process during [removed: 2021.][added: the year ended December 31, 2022.]

During [removed: 2021,] [added: the year ended December 31, 2022,] we issued [removed: 168,000] [added: 175,554] shares and raised approximately [removed: $11.2] [added: $11.7] million under our DRSPP.

Revolving Credit [removed: Facility and Commercial Paper Program][added: Facility]

[removed: We have a $3.0 billion unsecured revolving credit facility with an] [added: (1)The] initial term [removed: that] [added: of the credit facility] expires in [removed: March 2023] [added: June 2026] and includes, at our option, two six-month extensions.

Our revolving credit facility [added: also] has a $1.0 billion expansion [removed: option,] [added: feature,] which is subject to obtaining lender commitments.

We also have other interest rate options available to us [removed: under our credit facility.][added: in different currencies.]

Our credit facility is unsecured [removed: and,] [added: and] accordingly, we have not pledged any assets as collateral for this obligation.

At December 31, [removed: 2021,] [added: 2022,] we had a borrowing capacity of [removed: $2.35] [added: $2.2] billion available on our revolving credit facility [added: (subject to customary conditions to borrowings)] and an outstanding balance of [removed: $650.0 million.][added: $2.0 billion, comprised of €1.8 billion Euro and £70.0 million Sterling borrowings.]

The weighted average interest rate on borrowings under our revolving credit facility during [removed: 2021] [added: the year ended December 31, 2022,] was [removed: 0.9%] [added: 1.8%] per annum.

At December 31, [removed: 2021,] [added: 2022,] we were in compliance with these covenants.

[removed: Under the terms of the program, we may issue from time to time] [added: During July 2022, our USD-denominated] unsecured commercial paper [removed: notes up] [added: program was amended] to [removed: a] [added: increase the] maximum aggregate amount [removed: outstanding] of [added: outstanding notes from] $1.0 [added: billion to $1.5] billion.

At December 31, 2022, our diversified portfolio consisted of:

- Owned or held interests in 12,237 properties;

Our goal is to deliver dependable monthly dividends to our shareholders that increase over time.

Historically, we have met our principal short-term and long-term capital needs, including the funding of high-quality real estate

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

acquisitions, property development, and capital expenditures, by issuing common stock, preferred stock, long-term unsecured notes and term loan borrowings.

As of December 31, 2022, there are approximately $2.0 billion of obligations becoming due during 2023, which we expect to fund through a combination of the following:

- Cash and cash equivalents;

- Future cash flows from operations;

- Issuances of common stock or debt; and

- Additional borrowings under our revolving credit facility (after deducting outstanding borrowings under our commercial paper programs).

- Outstanding borrowings of $701.8 million on our commercial paper programs, including €361.0 million of Euro-denominated borrowings;

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

these securities are offered.

Equity Capital Raising

We currently expect to fully physically cash settle any forward sale agreement with the respective forward purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share.

With respect to forward sales pursuant to our ATM program, we do not initially receive any proceeds from any sale of shares of our common stock borrowed by a forward purchaser and sold through a forward seller.

As of December 31, 2022, there were 6,744,884 shares of common stock subject to forward sale agreements through our ATM program, with a weighted average initial price of $63.31 per share, representing approximately $0.4 billion in estimated net proceeds (assuming full physical settlement of all outstanding shares of common stock subject to such forward sale agreements and certain assumptions made with respect to settlement dates), which have been executed but not settled.

The weighted average forward price at December 31, 2022 was $62.59 per share, after price deduction and adjustments.

After deducting the 6,744,884 shares sold pursuant to forward sale confirmations that remained outstanding as of December 31, 2022, we had 70,620,121 shares remaining for future issuance under our ATM program.

We have a $4.25 billion unsecured revolving multicurrency credit facility that matures in June 2026, includes two six-month extensions that can be exercised at our option and allows us to borrow in up to 14 currencies, including U.S. dollars.

Under our revolving credit facility, our current investment grade credit ratings provide for financing on USD borrowings at the Secured Overnight Financing Rate ("SOFR"), plus 0.725% with a SOFR adjustment charge of 0.10% and a revolving credit facility fee of 0.125%, for all-in pricing of 0.95% over SOFR, British Pound Sterling at the Sterling Overnight Indexed Average (“SONIA”), plus 0.725% with a SONIA adjustment charge of 0.0326% and a revolving credit facility fee of 0.125%, for all-in pricing of 0.8826% over SONIA, and Euro Borrowings at one-month Euro Interbank Offered Rate (“EURIBOR”), plus 0.725%, and a revolving credit facility fee of 0.125%, for all-in pricing of 0.85% over one-month EURIBOR.

Our revolving credit facility is subject to various leverage and interest coverage ration limitations, as at December 31, 2022, we were in compliance with

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

these covenants.

Commercial Paper Programs

We also established a Euro-denominated unsecured commercial paper program, which permits us to issue additional unsecured commercial notes up to a maximum aggregate amount of $1.5 billion (or foreign currency equivalent), which may be issued in U.S. Dollars or various other foreign currencies, including but not limited to, Euros, Sterling, Swiss Francs, Yen, Canadian Dollars, and Australian Dollars, in each case, pursuant to customary terms in the European commercial paper note market.

At December 31, 2022, we had an outstanding balance of $701.8 million, including €361.0 million of Euro-denominated borrowings.

On January 6, 2023 we entered into the Term Loan Agreement governing our term loan, pursuant to which we borrowed an aggregate of approximately $1.0 billion in multicurrency borrowings, including $90.0 million, £705.0 million and €85.0 million in outstanding borrowings.

The Term Loan Agreement also permits us to incur additional term loans, up to an aggregate of $1.5 billion in total borrowings.

The Term Loans initially mature in January 2024 and include two 12-month maturity extensions that can be exercised at the company's option.

Our A3/A- credit ratings provide for a borrowing rate of 80 basis points over the applicable benchmark rate, which includes adjusted SOFR for USD-denominated loans, adjusted SONIA for Sterling-denominated loans, and EURIBOR for Euro-denominated loans.

In connection with entering into our new unsecured credit facility in April 2022, the previous LIBOR benchmark rate was replaced with daily SOFR, based on a five-day lookback period, and, due to our current credit ratings, is not subject to a credit spread adjustment.

As of December 31, 2022, the effective interest rate on this term loan, after giving effect to the interest rate swap, was 3.83%.

As of December 31, 2022, we had $842.3 million of mortgages payable, of which £30.7 million related to a Sterling-denominated mortgage.

Our mortgages contain customary covenants, such as limiting our ability to further mortgage each applicable property or to discontinue insurance coverage without the prior consent of the lender.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

As of December 31, 2022, our senior unsecured note and bond obligations had a total principal amount of $14.1 billion, including Sterling- denominated notes of £2.57 billion, and excluding net unamortized premiums of $224.6 million and deferred financing costs of $60.7 million.

See note *9.

Notes Payable* to our consolidated financial statements for the full list of senior unsecured notes and bonds, by maturity date.

At December 31, 2021, we owned a diversified portfolio:

- Consisting of 11,136 properties;

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

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.

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

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

\-43-

At-the-Market ("ATM") Program

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.

In July 2021, we issued 9,200,000 shares of common stock, inclusive of 1,200,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares.

After deducting underwriting discounts of $2.9 million, the net proceeds of $594.1 million were used to repay borrowings under our $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 stock, inclusive of 1,575,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares.

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.

Dividend Reinvestment and Stock Purchase Plan

At December 31, 2021, we had 11,335,379 shares remaining for future issuance under our DRSPP program.

\-44-

The multicurrency revolving facility allows us to borrow in up to 14 currencies, including U.S. dollars.

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

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.

We must comply with various financial and other covenants in our credit facility.

We have a U.S. dollar-denominated unsecured commercial paper program.

Borrowings under this program generally mature in one year or less.

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.

Our senior unsecured note and bond obligations consist of the following as of December 31, 2021, sorted by maturity date (in millions):

\-45-

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

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

| | | | 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 | |

| 3.875% notes, issued in June 2014 and due in July 2024 | | | $ | 350 | | | | | 350 | | |

| 3.875% notes, issued in April 2018 and due in April 2025 | | | $ | 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 | | |

| 0.750% notes, issued December 2020 and due in March 2026 | | | $ | 325 | | | | | 325 | | |

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

| 4.125% notes, $250 issued in September 2014 and $400 issued in March 2017, both due in October 2026 | | | $ | 650 | | | | | 650 | | |

We are exposed to interest rate changes primarily as a result of our credit facility and commercial paper [removed: program,] [added: programs,] term [removed: loan,] [added: loans,] mortgages payable, and long-term notes and bonds used to maintain liquidity and expand our real estate investment portfolio and operations.

To limit counterparty credit [removed: risk] [added: risk,] we will seek to enter into such agreements with major financial institutions with favorable credit ratings.

[removed: There can be no assurance that we will be] able to adequately protect against the foregoing risks or realize an economic benefit that exceeds the related amounts incurred in connection with engaging in such hedging activities.

The following table presents, by year of expected maturity, the principal amounts, average interest rates and estimated fair values of our fixed and variable rate debt as of December 31, [removed: 2021.][added: 2022.]

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

| 2024 | | | [removed: | | | 1,833.0] [added: 1,840.5] | | | | | | 4.48 | | | | | | — | | | | | | — | | |

| 2025 | | | [removed: | | |] 1,092.0 | | | | | | [removed: 4.22] [added: 4.23] | | | | | | — | | | | | | — | | |

[removed: (1) Excludes] [added: (1)Excludes] net premiums recorded on mortgages payable, net premiums recorded on notes payable and deferred financing costs on mortgages payable, notes payable, and our [added: $250.0 million] term loan.

At December 31, [removed: 2021,] [added: 2022,] the unamortized balance of net premiums on mortgages payable is [removed: $28.7] [added: $12.4] million, the unamortized balance of net premiums on notes payable is [removed: $295.5] [added: $224.6] million, and the balance of deferred financing costs on mortgages payable is [removed: $790,000,] [added: $0.8 million,] on notes payable is [removed: $53.1] [added: $60.7] million, and on [removed: our] [added: the $250.0 million] term loan is [removed: $443,000.][added: $0.2 million.]

[removed: (2) We] [added: (2)We] base the estimated fair value of the publicly-traded fixed rate senior notes and bonds at December 31, [removed: 2021] [added: 2022,] 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 and private senior notes payable at December 31, [removed: 2021] [added: 2022,] on the relevant forward interest rate curve, plus an applicable credit-adjusted spread.

We believe that the carrying values of the line of credit [removed: borrowings,] [added: and] commercial paper borrowings and [added: $250.0 million] term loan balance reasonably approximate their estimated fair values at December 31, [removed: 2021.][added: 2022.]

The table above incorporates only those exposures that exist as of December 31, [removed: 2021.][added: 2022.]

At December 31, [removed: 2021,] [added: 2022,] our outstanding notes, bonds and mortgages payable had fixed interest rates.

Interest on our [removed: revolving] credit [removed: facility,] [added: facility and] commercial paper borrowings and [added: $250.0 million] term loan balance is variable.

However, the variable interest rate feature on our [added: $250.0 million] term loan has been mitigated by an interest rate swap agreement.

Based on our revolving credit facility balance of [removed: $650.0 million] [added: $2.0 billion] at December 31, [removed: 2021,] [added: 2022,] a 1% change in interest rates would change our interest rate costs by [removed: $6.5] [added: $20.3] million per year.

We continuously evaluate and manage our foreign currency risk through the use of derivative financial instruments, including [removed: cross-currency swaps,] currency exchange swaps, foreign currency collars, and foreign currency forward contracts with financial counterparties where practicable.

There can be no assurance that we will be

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

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

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

| 2023 | | | $ | 22.0 | | | | | 4.44 | | % | | | | $ | 701.8 | | | | | 3.41 | | % |

| 2026 | | | 1,587.0 | | | | | | 3.72 | | | | | | 2,027.2 | | | | | | 3.65 | | |

| 2027 | | | 2,005.4 | | | | | | 2.68 | | | | | | — | | | | | | — | | |

| Thereafter | | | 8,659.6 | | | | | | 3.27 | | | | | | — | | | | | | — | | |

| Totals (1) | | | $ | 15,206.5 | | | | | 3.46 | | % | | | | $ | 2,729.0 | | | | | 3.59 | | % |

| Fair Value (2) | | | $ | 13,583.2 | | | | | | | | | | | $ | 2,729.0 | | | | | | | |

Additionally, our inability to redeploy rent receipts from our international operations on a timely basis subjects us to foreign exchange risk.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

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

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

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

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

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

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

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

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

| Fair Value (2) | | | | | | $ | 14,519.3 | | | | | | | | | | | $ | 1,551.4 | | | | | | | |

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*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 [removed: subsidiaries including, following] [added: subsidiaries.* Our financial results for] the [removed: consummation of] [added: periods presented reflect] our merger with VEREIT, Inc. [removed: on] [added: ("VEREIT") from the merger date of] November 1, [removed: 2021, VEREIT, Inc. and its subsidiaries.][added: 2021; therefore, periods prior to that date do not reflect the impact of the VEREIT merger.]

The monthly dividends are supported by the cash flow generated from real estate [removed: owned] [added: in which we own or hold interests in] under long-term net lease agreements with our commercial clients.

Over the past [removed: 53] [added: 54] 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.

- [removed: With an] [added: An] occupancy rate of [removed: 98.5%,] [added: 99.0%,] or [removed: 10,972] [added: 12,111] properties leased and [removed: 164] [added: 126] properties available for lease or sale;

- [removed: With clients] [added: Clients] doing business in [removed: 60] [added: 84] separate industries;

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

- [removed: With approximately 210.1] [added: Approximately 236.8] million square feet of leasable space;

- [removed: With a] [added: A] weighted average remaining lease term (excluding rights to extend a lease at the option of our client) of approximately [removed: 9.0] [added: 9.5] years; and

- [removed: With an] [added: An] average leasable space per property of approximately [removed: 18,860] [added: 19,350] square feet, approximately [removed: 12,470] [added: 13,000] square feet per retail property and approximately [removed: 248,120] [added: 234,100] square feet per industrial property.

Of the [removed: 11,136] [added: 12,237] properties in the portfolio at December 31, [removed: 2021, 11,043,] [added: 2022, 12,018,] or [removed: 99.2%,] [added: 98.2%,] are single-client properties, of which [removed: 10,883] [added: 11,894] were leased, and the remaining are multi-client properties.

In January [removed: 2022,] [added: 2023,] we had [removed: 371] [added: 395] employees, inclusive of four part-time employees, as compared to [removed: 210] [added: 371] employees, inclusive of [removed: two] [added: four] part-time employees, in January [removed: 2021.][added: 2022.]

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 [added: reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file these reports with the Securities and Exchange Commission (the "SEC").]

| [added: Year ended December 31, 2022 (2)] | | | | | | [removed: Year Ended] | | | [added: | | | | | | | | | | | | | | | | | | | | |]

We have continued our [removed: 53-year] [added: 54-year] policy of paying monthly dividends.

In addition, we increased the dividend [removed: five] [added: four] times during [removed: 2021] [added: 2022] and [removed: once] [added: twice] during [removed: 2022.][added: 2023.]

As of February [removed: 2022,] [added: 2023,] we have paid [removed: 97] [added: 101] consecutive quarterly dividend increases and increased the dividend [removed: 114] [added: 119] times since our listing on the NYSE in 1994.

| | | | [removed: | | |] Month | | | | | | Month | | | | | | Monthly Dividend | | | | | | Increase | | |

| [removed: 2021] [added: 2022] Dividend increases | | | [removed: | | |] Declared | | | | | | Paid | | | | | | per share | | | | | | per share | | |

| 1st increase | | | [removed: | | |] Dec [removed: 2020] [added: 2021] | | | | | | Jan [removed: 2021] [added: 2022] | | | | | | $ | [removed: 0.2345] [added: 0.2465] | | | | | $ | 0.0005 | |

| 2nd increase | | | [removed: | | |] Mar [removed: 2021] [added: 2022] | | | | | | Apr [removed: 2021] [added: 2022] | | | | | | $ | [removed: 0.2350] [added: 0.2470] | | | | | $ | 0.0005 | |

| 3rd increase | | | [removed: | | |] Jun [removed: 2021] [added: 2022] | | | | | | Jul [removed: 2021] [added: 2022] | | | | | | $ | [removed: 0.2355] [added: 0.2475] | | | | | $ | 0.0005 | |

| 4th increase | | | [removed: | | | Sept 2021] [added: Sep 2022] | | | | | | Oct [removed: 2021] [added: 2022] | | | | | | $ | [removed: 0.2360] [added: 0.2480] | | | | | $ | 0.0005 | |

| [removed: 2022] [added: 2023] Dividend [removed: Increases | | |] [added: increases] | | | | | | | | | | | | | | | | | | | | | | | |

| 1st increase | | | [removed: | | |] Dec [removed: 2021] [added: 2022] | | | | | | Jan [removed: 2022] [added: 2023] | | | | | | $ | [removed: 0.2465] [added: 0.2485] | | | | | $ | 0.0005 | |

The dividends paid per share during [removed: 2021] [added: 2022] totaled [removed: $2.833,] [added: $2.967,] as compared to [removed: $2.794] [added: $2.833] during [removed: 2020,] [added: 2021,] an increase of [removed: $0.039,] [added: $0.134,] or [removed: 1.4%.][added: 4.7%.]

The monthly dividend of [removed: $0.2465] [added: $0.2545] per share represents a current annualized dividend of [removed: $2.958] [added: $3.0540] per share, and an annualized dividend yield of [removed: 4.1%] [added: 4.8%] based on the last reported sale price of our common stock on the NYSE of [removed: $71.59] [added: $63.43] on December 31, [removed: 2021.][added: 2022.]

Acquisitions During [removed: 2021][added: 2022]

Below is a listing of our acquisitions in the U.S. and Europe for the year ended December 31, [removed: 2021 (excludes properties assumed on November 1, 2021 in conjunction with our merger with VEREIT):][added: 2022:]

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

| Year ended December 31, [removed: 2021 (2) | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2022] | | | | | |

Contractual net operating income used in the calculation of initial [added: weighted] average cash yield includes approximately [removed: $8.5] [added: $10.5] million received as settlement credits [removed: for 41 properties] as reimbursement of free rent periods for the year ended December 31, [removed: 2021.][added: 2022.]

When the lease does not provide for a fixed rate of return on a property under development or expansion, the initial [added: weighted] average cash lease yield is computed as follows: estimated cash net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs.

[removed: (2) None] [added: (2)None] of our investments during [removed: 2021] [added: the year ended December 31, 2022,] caused any one client to be 10% or more of our total assets at December 31, [removed: 2021.][added: 2022.]

[removed: (4) Our] [added: (4)Our] clients occupying the new properties are [removed: 83.6% retail] [added: 71.4% retail, 19.1% gaming, 6.5% industrial] and [removed: 16.4% industrial,] [added: 3.0% other property types (including 2.7% agricultural and 0.3% office)] based on rental revenue.

Approximately [removed: 40%] [added: 23%] of the rental revenue generated from acquisitions during [removed: 2021] [added: the year ended December 31, 2022] is from our investment grade rated clients, their subsidiaries or affiliated companies.

At December 31, [removed: 2021,] [added: 2022,] we had [removed: 164] [added: 126] properties available for lease [added: or sale] out of [removed: 11,136] [added: 12,237] properties in our portfolio, which represents a [removed: 98.5%] [added: 99.0%] occupancy rate based on the number of properties in our portfolio.

| Three months ended December 31, [removed: 2021] [added: 2022] | | | | | |

| Properties available for lease at September 30, [removed: 2021] [added: 2022] | | | [removed: 86] [added: 131] | | |

| Lease expirations [removed: (1)(2)] [added: (1)] | | | [removed: 354] [added: 185] | | |

| Re-leases to same client | | | [removed: (210)] [added: (151)] | | |

At December 31, 2022, our diversified portfolio consisted of:

- Owned or held interests in 12,237 properties;

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

| 2nd increase | | | Feb 2023 | | | | | | Mar 2023 | | | | | | $ | 0.2545 | | | | | $ | 0.0060 | |

| Acquisitions - U.S. | | | 990 | | | | | | 15,774 | | | | | | $ | 5,746.4 | | | | | 19.3 | | | | | | 6.0 | | % |

| Acquisitions - Europe | | | 94 | | | | | | 11,179 | | | | | | 2,441.3 | | | | | | 8.9 | | | | | | 6.0 | | % |

| Total acquisitions | | | 1,084 | | | | | | 26,953 | | | | | | $ | 8,187.7 | | | | | 16.3 | | | | | | 6.0 | | % |

| Properties under development (3) | | | 217 | | | | | | 5,500 | | | | | | 807.6 | | | | | | 15.0 | | | | | | 5.3 | | % |

| Total (4) | | | 1,301 | | | | | | 32,453 | | | | | | $ | 8,995.3 | | | | | 16.2 | | | | | | 5.9 | | % |

(3)Includes five U.K. development properties that represent an investment of £40.9 million during the year ended December 31, 2022, converted at the applicable exchange rate on the funding date.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

Appointment of New Chief Operating Officer ("COO")

Effective January 2023, Gregory J.

Whyte assumed his new role as our Executive Vice President and COO.

Mr. Whyte has a background in investment banking and he has served in both advisory roles and as director for several publicly traded companies.

Our property-level occupancy rates exclude properties with ancillary leases only, such as cell towers and billboards.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

*Sale of Unconsolidated Joint Ventures*

During 2022, all seven of the properties owned by our industrial partnerships acquired in connection with the VEREIT merger were sold.

The gross purchase price for the properties was $905.0 million and we collected $114.0 million of net proceeds (after mortgage defeasance and closing costs) to date, representing our proportionate share of partnership distributions.

The ATM program issuances during 2022 included 58,534,967 shares issued pursuant to forward sale confirmations.

As of December 31, 2022, 6,744,884 shares of common stock subject to forward sale confirmations have been executed but not settled.

In January 2023, we issued $500 million of 5.05% senior unsecured notes due January 13, 2026 (the "2026 notes"), which are callable at par on January 13, 2024, and $600 million of 4.85% senior unsecured notes due March 15, 2030, which are callable at par on January 15, 2030 (the "2030 Notes").

The public offering price for the 2026 Notes was 99.618% of the principal amount for an effective semi-annual yield to maturity of 5.189%.

In conjunction with the pricing of the 2026 notes, we executed a three-year, $500 million fixed-to-variable interest rate swap, which is subject to the counterparties' right to terminate the swap at any time following the 2026 notes par call date and results in an effective variable borrowing rate of SOFR minus 0.0347% thereunder for the duration of the swap.

We intend to use these variable rate borrowings in lieu of borrowing under our revolving credit facility, which, as of December 31, 2022, permits U.S. borrowings at an interest rate of SOFR plus 0.725% with a SOFR adjustment charge of 0.10% and a revolving credit facility commitment fee.

In October 2022, we issued $750 million of 5.625% senior unsecured notes October 2032 (the "October 2032 Notes").

The public offering price for the notes was 99.879% of the principal amount for an effective semi-annual yield to maturity of 5.641%.

In conjunction with the pricing of this offering, we executed a $600 million U.S. Dollar-to-Euro 10-year cross currency swap, resulting in the receipt of approximately €612 million in proceeds and an effective fixed-rate, Euro-denominated semi-annual yield to maturity of approximately 4.7%.

Additionally, we terminated forward interest rate swaps totaling $500 million in notional value previously entered into, recognizing a cash settlement gain of approximately $72 million.

Giving effect to these contemporaneous transactions, we expect to recognize an effective semi-annual yield to maturity of 3.93% on the overall transaction, including the recognition of the cash settlement gain.

In June 2022, we closed on the previously announced private placement of £600.0 million of senior unsecured notes, which included £140.0 million of notes due June 2030, £345.0 million of notes due June 2032, and £115.0 million of notes due June 2037.

The combined notes have a weighted average tenor of approximately 10.5 years, and a weighted average fixed interest rate of 3.22%.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

Expanded Revolving Credit Facility

In April 2022, we entered into a $4.25 billion unsecured credit facility to amend and restate our previous $3.0 billion unsecured credit facility, which was due to expire in March 2023.

Our current revolving credit facility matures in June 2026 and includes two six-month extensions that can be exercised at our option.

Expansion of Commercial Paper Programs

In addition, during July 2022, we established a new Euro-denominated unsecured commercial paper program, which permits us to issue additional unsecured commercial notes up to a maximum aggregate amount of $1.5 billion (or foreign currency equivalent), in U.S. Dollar ("USD") or various other foreign currencies, including but not limited to, Euros, Sterling, Swiss Francs, Yen, Canadian Dollars, and Australian Dollars, in each case, pursuant to customary terms in the European commercial paper note market.

The notes offered under our European commercial paper program rank *pari passu* with all of our other unsecured senior indebtedness, including borrowings under our revolving credit facility and our term loan facilities, and our outstanding senior notes, including under our USD-denominated commercial paper programs.

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.*

At December 31, 2021, we owned a diversified portfolio:

- Consisting of 11,136 properties;

Our seven senior officers owned 0.04% of our outstanding common stock with a market value of $15.1 million at February 11, 2022.

Our directors and seven senior officers, as a group, owned 0.11% of our outstanding common stock with a market value of $42.2 million at February 11, 2022.

\-2-

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

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.

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, our clients in the theater industry represented 3.4% of our annualized contractual rent.

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

At December 31, 2021, the receivables outstanding for our 81 theater properties totaled $71.0 million, inclusive of $12.7 million of straight-line rent receivables, and net of $38.1 million of reserves, inclusive of $7.6 million of straight-line rent reserves.

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.

\-3-

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.

The following table summarizes reserves to rental revenue for theater properties (in millions):

| | | | | | | | | |

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

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

| Rental revenue reserves | | | | | | $ | 6.5 | |

| Straight-line rent reserves | | | | | | 5.8 | | |

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

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

See "Item 1A—Risk Factors" in Part I of this Annual Report on Form 10-K for more information regarding the actual and potential future impacts of the COVID-19 pandemic and the measures taken to limit its spread on our clients and our business, results of operations, financial condition and liquidity.

[removed: ][added: ]

[removed: ☒ ANNUAL REPORT PURSUANT TO SECTION] [added: ☒ Annual report pursuant to Section] 13 [removed: OR] [added: or] 15(d) [removed: OF THE SECURITIES EXCHANGE ACT OF] [added: of the Securities Exchange Act of] 1934

For the fiscal year ended December 31, [removed: 2021][added: 2022, or]

| (State or Other Jurisdiction of Incorporation or Organization) | | | | | | (IRS Employer Identification [removed: No.)] [added: Number)] | | |

11995 El Camino Real, San Diego, [removed: California,] [added: California] 92130

Registrant’s telephone number, including area code: [removed: (858) 284-5000][added: (858) 284-5000]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or [removed: 15(d)] [added: 15 (d)] of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated [removed: filer] [added: filer,] a smaller reporting [added: company, or an emerging growth] company.

[removed: or an emerging] [added: | Emerging] growth [removed: company.][added: company | | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: | | |] Large accelerated filer | | | ☒ | | | | | | Accelerated filer | | | ☐ | | | | | | [added: Non-accelerated filer | | | ☐ | | | | | | Smaller reporting company | | | ☐ | | |]

At June 30, [removed: 2021,] [added: 2022,] 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: $25.4] [added: $42.1] billion based upon the last reported sale price of [removed: $66.74] [added: $68.26] per share on the New York Stock Exchange on June 30, [removed: 2021,] [added: 2022,] the last business day of the Registrant’s most recently completed second fiscal quarter.

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 [added: expected] to be held on May [removed: 17, 2022,] [added: 23, 2023,] to be filed pursuant to Regulation 14A.

| [PART [removed: I](#ib590fe275e2e412282d328438dfb7102_10)] [added: I](#idaac82b64c054a8ea415b94e485aed1f_1168)] | | | | | | | | | Page | | |

| | | | [Item [removed: 1:](#ib590fe275e2e412282d328438dfb7102_13)] [added: 1:](#idaac82b64c054a8ea415b94e485aed1f_1174)] | | | [removed: [Business](#ib590fe275e2e412282d328438dfb7102_13)] [added: [Business](#idaac82b64c054a8ea415b94e485aed1f_1174)] | | | [removed: [2](#ib590fe275e2e412282d328438dfb7102_13)] [added: [3](#idaac82b64c054a8ea415b94e485aed1f_1174)] | | |

| | | | | | | [The [removed: Company](#ib590fe275e2e412282d328438dfb7102_13)] [added: Company](#idaac82b64c054a8ea415b94e485aed1f_1174)] | | | [removed: [2](#ib590fe275e2e412282d328438dfb7102_13)] [added: [3](#idaac82b64c054a8ea415b94e485aed1f_1174)] | | |

| | | | | | | [Recent [removed: Developments](#ib590fe275e2e412282d328438dfb7102_16)] [added: Developments](#idaac82b64c054a8ea415b94e485aed1f_1181)] | | | [removed: [3](#ib590fe275e2e412282d328438dfb7102_16)] [added: [4](#idaac82b64c054a8ea415b94e485aed1f_1181)] | | |

| | | | | | | [Dividend [removed: Policy](#ib590fe275e2e412282d328438dfb7102_19)] [added: Policy](#idaac82b64c054a8ea415b94e485aed1f_1188)] | | | [removed: [9](#ib590fe275e2e412282d328438dfb7102_19)] [added: [8](#idaac82b64c054a8ea415b94e485aed1f_1188)] | | |

| | | | | | | [Business Philosophy and [removed: Strategy](#ib590fe275e2e412282d328438dfb7102_22)] [added: Strategy](#idaac82b64c054a8ea415b94e485aed1f_1194)] | | | [removed: [10](#ib590fe275e2e412282d328438dfb7102_22)] [added: [9](#idaac82b64c054a8ea415b94e485aed1f_1194)] | | |

| | | | | | | [Property Portfolio [removed: Information](#ib590fe275e2e412282d328438dfb7102_25)] [added: Information](#idaac82b64c054a8ea415b94e485aed1f_112)] | | | [removed: [20](#ib590fe275e2e412282d328438dfb7102_25)] [added: [16](#idaac82b64c054a8ea415b94e485aed1f_112)] | | |

| | | | | | | [Forward-Looking [removed: Statements](#ib590fe275e2e412282d328438dfb7102_28)] [added: Statements](#idaac82b64c054a8ea415b94e485aed1f_91)] | | | [removed: [25](#ib590fe275e2e412282d328438dfb7102_28)] [added: [21](#idaac82b64c054a8ea415b94e485aed1f_91)] | | |

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| | | | [Item [removed: 5:](#ib590fe275e2e412282d328438dfb7102_49)] [added: 5:](#idaac82b64c054a8ea415b94e485aed1f_1254)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib590fe275e2e412282d328438dfb7102_49)] [added: Securities](#idaac82b64c054a8ea415b94e485aed1f_1254)] | | | [removed: [42](#ib590fe275e2e412282d328438dfb7102_49)] [added: [36](#idaac82b64c054a8ea415b94e485aed1f_1254)] | | |

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| | | | [Item [removed: 7:](#ib590fe275e2e412282d328438dfb7102_55)] [added: 7:](#idaac82b64c054a8ea415b94e485aed1f_88)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib590fe275e2e412282d328438dfb7102_55)] [added: Operations](#idaac82b64c054a8ea415b94e485aed1f_88)] | | | [removed: [42](#ib590fe275e2e412282d328438dfb7102_55)] [added: [37](#idaac82b64c054a8ea415b94e485aed1f_88)] | | |

| | | | | | | [Liquidity and Capital [removed: Resources](#ib590fe275e2e412282d328438dfb7102_58)] [added: Resources](#idaac82b64c054a8ea415b94e485aed1f_100)] | | | [removed: [43](#ib590fe275e2e412282d328438dfb7102_58)] [added: [37](#idaac82b64c054a8ea415b94e485aed1f_100)] | | |

| | | | | | | [Results of [removed: Operations](#ib590fe275e2e412282d328438dfb7102_61)] [added: Operations](#idaac82b64c054a8ea415b94e485aed1f_103)] | | | [removed: [51](#ib590fe275e2e412282d328438dfb7102_61)] [added: [43](#idaac82b64c054a8ea415b94e485aed1f_103)] | | |

| | | | | | | [Funds from Operations Available to Common [removed: Stockholders](#ib590fe275e2e412282d328438dfb7102_64) [(FFO)](#ib590fe275e2e412282d328438dfb7102_64) [and N](#ib590fe275e2e412282d328438dfb7102_64)[ormalized] [added: Stockholders (](#idaac82b64c054a8ea415b94e485aed1f_106)["](#idaac82b64c054a8ea415b94e485aed1f_106)[FFO](#idaac82b64c054a8ea415b94e485aed1f_106)["](#idaac82b64c054a8ea415b94e485aed1f_106)[) and Normalized] Funds from Operations Available to Common [removed: Stockholders](#ib590fe275e2e412282d328438dfb7102_64) [](#ib590fe275e2e412282d328438dfb7102_64)[(](#ib590fe275e2e412282d328438dfb7102_64)[Normalized](#ib590fe275e2e412282d328438dfb7102_64) [FFO)](#ib590fe275e2e412282d328438dfb7102_64)] [added: Stockholders (](#idaac82b64c054a8ea415b94e485aed1f_106)["](#idaac82b64c054a8ea415b94e485aed1f_106)[Normalized FFO](#idaac82b64c054a8ea415b94e485aed1f_106)["](#idaac82b64c054a8ea415b94e485aed1f_106)[)](#idaac82b64c054a8ea415b94e485aed1f_106)] | | | [removed: [61](#ib590fe275e2e412282d328438dfb7102_64)] [added: [54](#idaac82b64c054a8ea415b94e485aed1f_106)] | | |

| | | | | | | [Adjusted Funds from Operations Available to Common Stockholders [removed: (AFFO)](#ib590fe275e2e412282d328438dfb7102_67)] [added: (](#idaac82b64c054a8ea415b94e485aed1f_109)["](#idaac82b64c054a8ea415b94e485aed1f_109)[AFFO](#idaac82b64c054a8ea415b94e485aed1f_109)["](#idaac82b64c054a8ea415b94e485aed1f_109)[)](#idaac82b64c054a8ea415b94e485aed1f_109)] | | | [removed: [63](#ib590fe275e2e412282d328438dfb7102_67)] [added: [56](#idaac82b64c054a8ea415b94e485aed1f_109)] | | |

| | | | | | | [Impact of [removed: Inflation](#ib590fe275e2e412282d328438dfb7102_70)] [added: Inflation](#idaac82b64c054a8ea415b94e485aed1f_115)] | | | [removed: [65](#ib590fe275e2e412282d328438dfb7102_70)] [added: [58](#idaac82b64c054a8ea415b94e485aed1f_115)] | | |

| | | | | | | [Impact of Newly Adopted Accounting [removed: Standards](#ib590fe275e2e412282d328438dfb7102_73)] [added: Standards](#idaac82b64c054a8ea415b94e485aed1f_118)] | | | [removed: [65](#ib590fe275e2e412282d328438dfb7102_73)] [added: [58](#idaac82b64c054a8ea415b94e485aed1f_118)] | | |

| | | | [Item [removed: 7A:](#ib590fe275e2e412282d328438dfb7102_76)] [added: 7A:](#idaac82b64c054a8ea415b94e485aed1f_124)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib590fe275e2e412282d328438dfb7102_76)] [added: Risk](#idaac82b64c054a8ea415b94e485aed1f_124)] | | | [removed: [65](#ib590fe275e2e412282d328438dfb7102_76)] [added: [58](#idaac82b64c054a8ea415b94e485aed1f_124)] | | |

| | | | [Item [removed: 8:](#ib590fe275e2e412282d328438dfb7102_79)] [added: 8:](#idaac82b64c054a8ea415b94e485aed1f_10)] | | | [Financial Statements and Supplementary [removed: Data](#ib590fe275e2e412282d328438dfb7102_79)] [added: Data](#idaac82b64c054a8ea415b94e485aed1f_10)] | | | [removed: [67](#ib590fe275e2e412282d328438dfb7102_79)] [added: [60](#idaac82b64c054a8ea415b94e485aed1f_10)] | | |

| | | | [Item [removed: 9:](#ib590fe275e2e412282d328438dfb7102_172)] [added: 9:](#idaac82b64c054a8ea415b94e485aed1f_1331)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib590fe275e2e412282d328438dfb7102_172)] [added: Disclosure](#idaac82b64c054a8ea415b94e485aed1f_1331)] | | | [removed: [109](#ib590fe275e2e412282d328438dfb7102_172)] [added: [105](#idaac82b64c054a8ea415b94e485aed1f_1331)] | | |

| | | | [Item [removed: 9A:](#ib590fe275e2e412282d328438dfb7102_175)] [added: 9A:](#idaac82b64c054a8ea415b94e485aed1f_127)] | | | [Controls and [removed: Procedures](#ib590fe275e2e412282d328438dfb7102_175)] [added: Procedures](#idaac82b64c054a8ea415b94e485aed1f_127)] | | | [removed: [109](#ib590fe275e2e412282d328438dfb7102_175)] [added: [106](#idaac82b64c054a8ea415b94e485aed1f_127)] | | |

| | | | [Item [removed: 10:](#ib590fe275e2e412282d328438dfb7102_184)] [added: 10:](#idaac82b64c054a8ea415b94e485aed1f_1349)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib590fe275e2e412282d328438dfb7102_184)] [added: Governance](#idaac82b64c054a8ea415b94e485aed1f_1349)] | | | [removed: [111](#ib590fe275e2e412282d328438dfb7102_184)] [added: [107](#idaac82b64c054a8ea415b94e485aed1f_1349)] | | |

| | | | [Item [removed: 12:](#ib590fe275e2e412282d328438dfb7102_190)] [added: 12:](#idaac82b64c054a8ea415b94e485aed1f_1361)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib590fe275e2e412282d328438dfb7102_190)] [added: Matters](#idaac82b64c054a8ea415b94e485aed1f_1361)] | | | [removed: [111](#ib590fe275e2e412282d328438dfb7102_190)] [added: [107](#idaac82b64c054a8ea415b94e485aed1f_1361)] | | |

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

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

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

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

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

There were 660,520,906 shares of common stock outstanding as of February 15, 2023.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

December 31, 2022

| [PART II](#idaac82b64c054a8ea415b94e485aed1f_1248) | | | | | | | | | | | |

| | | | | | | [General](#idaac82b64c054a8ea415b94e485aed1f_1498) | | | [37](#idaac82b64c054a8ea415b94e485aed1f_1498) | | |

| | | | [Item 9B:](#idaac82b64c054a8ea415b94e485aed1f_1325) | | | [Other Information](#idaac82b64c054a8ea415b94e485aed1f_1325) | | | [107](#idaac82b64c054a8ea415b94e485aed1f_1325) | | |

| | | | [Item 9C:](#idaac82b64c054a8ea415b94e485aed1f_1628) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#idaac82b64c054a8ea415b94e485aed1f_1628) | | | [107](#idaac82b64c054a8ea415b94e485aed1f_1628) | | |

| [PART III](#idaac82b64c054a8ea415b94e485aed1f_1342) | | | | | | | | | | | |

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

| | | | [Item 11:](#idaac82b64c054a8ea415b94e485aed1f_1355) | | | [Executive Compensation](#idaac82b64c054a8ea415b94e485aed1f_1355) | | | [107](#idaac82b64c054a8ea415b94e485aed1f_1355) | | |

| [PART IV](#idaac82b64c054a8ea415b94e485aed1f_1385) | | | | | | | | | | | |

| | | | [Item 16:](#idaac82b64c054a8ea415b94e485aed1f_1397) | | | [Form 10-K Summary](#idaac82b64c054a8ea415b94e485aed1f_1397) | | | [113](#idaac82b64c054a8ea415b94e485aed1f_1397) | | |

| [SIGNATURES](#idaac82b64c054a8ea415b94e485aed1f_1416) | | | | | | | | | [114](#idaac82b64c054a8ea415b94e485aed1f_1416) | | |

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

or

For the transition period from _____ to _____

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

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

| | | | Non-accelerated filer | | | ☐ | | | | | | Smaller reporting company | | | ☐ | | | | | |

| | | | | | | | | | | | | Emerging growth company | | | ☐ | | | | | |

At February 11, 2022, the number of shares of common stock outstanding was 591,320,553.

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

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

| | | | | | | [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) | | |

\-40-

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

\-41-

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

At December 31, [removed: 2021,] [added: 2022,] a distribution of [removed: $0.2465] [added: $0.2485] per common share had been declared and was paid in January [removed: 2022.][added: 2023.]

There were approximately [removed: 12,400] [added: 12,300] registered holders of record of our common stock as of December 31, [removed: 2021.][added: 2022.]

We estimate that our total number of stockholders is approximately [removed: 1,162,000] [added: 1.5 million] when we include both registered and beneficial holders of our common stock.

During the three months ended December 31, [removed: 2021,] [added: 2022,] the following shares of stock were withheld for state and federal payroll taxes on the vesting of employee stock awards, as permitted under the [removed: 2012 and] 2021 Incentive Award Plans of Realty Income Corporation:

| 2022 | | | | | | | | | | | | | | | | | | | | |

| First Quarter | | | | | | $ | 72.55 | | | | | $ | 63.90 | | | | | $ | 0.7400 | |

| Second Quarter | | | | | | 75.40 | | | | | | 62.29 | | | | | | 0.7415 | | |

| Third Quarter | | | | | | 75.11 | | | | | | 57.61 | | | | | | 0.7430 | | |

| Fourth Quarter | | | | | | 66.44 | | | | | | 55.50 | | | | | | 0.7445 | | |

| Total | | | | | | | | | | | | | | | | | | $ | 2.9690 | |

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

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

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

| Period | | | | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid per Share | | |

| October 1, 2022 — October 31, 2022 | | | | | | 9,514 | | | | | | $ | 55.58 | |

| November 1, 2022 — November 31, 2022 | | | | | | 1,464 | | | | | | $ | 64.52 | |

| December 1, 2022 — December 31, 2022 | | | | | | 1,547 | | | | | | $ | 63.39 | |

| Total | | | | | | 12,525 | | | | | | $ | 57.59 | |

(1)All 12,525 shares of common stock purchased during the three months ended December 31, 2022 were withheld for state and federal payroll taxes on the vesting of employee stock awards, as permitted under the 2021 Incentive Award Plan of Realty Income Corporation.

The withholding of common stock by us could be deemed a purchase of such common stock.

| 2020 | | | | | | | | | | | | | | | | | | | | |

| First Quarter | | | | | | $ | 84.92 | | | | | $ | 38.00 | | | | | $ | 0.6980 | |

| Second Quarter | | | | | | 65.56 | | | | | | 43.41 | | | | | | 0.6995 | | |

| Third Quarter | | | | | | 66.80 | | | | | | 56.33 | | | | | | 0.7010 | | |

| Fourth Quarter | | | | | | 65.09 | | | | | | 57.09 | | | | | | 0.7025 | | |

| Total | | | | | | | | | | | | | | | | | | $ | 2.8010 | |

- 9,502 shares of stock, at a weighted average price of $69.62, in October 2021;

- 429 shares of stock, at a weighted average price of $70.89, in November 2021; and

- 1,228 shares of stock, at a weighted average price of $71.35, in December 2021.

| A. | | | [Reports of Independent Registered Public Accounting [removed: Firm](#ib590fe275e2e412282d328438dfb7102_85)] [added: Firm](#idaac82b64c054a8ea415b94e485aed1f_1282)] | | |

| B. | | | [Consolidated Balance Sheets, December [removed: 31,](#ib590fe275e2e412282d328438dfb7102_91) [202](#ib590fe275e2e412282d328438dfb7102_91)[1](#ib590fe275e2e412282d328438dfb7102_91) [and](#ib590fe275e2e412282d328438dfb7102_91) [2020](#ib590fe275e2e412282d328438dfb7102_91)] [added: 31, 202](#idaac82b64c054a8ea415b94e485aed1f_16)[2](#idaac82b64c054a8ea415b94e485aed1f_16) [and 202](#idaac82b64c054a8ea415b94e485aed1f_16)[1](#idaac82b64c054a8ea415b94e485aed1f_16)] | | |

| C. | | | [Consolidated Statements of Income and Comprehensive Income, Years ended December [removed: 31,](#ib590fe275e2e412282d328438dfb7102_94) [2021,](#ib590fe275e2e412282d328438dfb7102_94) [2020,](#ib590fe275e2e412282d328438dfb7102_94) [and](#ib590fe275e2e412282d328438dfb7102_94) [2019](#ib590fe275e2e412282d328438dfb7102_94)] [added: 31, 2022, 2021, and 2020](#idaac82b64c054a8ea415b94e485aed1f_19)] | | |

| D. | | | [Consolidated Statements of Equity, Years ended December [removed: 31,](#ib590fe275e2e412282d328438dfb7102_97) [2021,](#ib590fe275e2e412282d328438dfb7102_97) [2020,](#ib590fe275e2e412282d328438dfb7102_97) [and](#ib590fe275e2e412282d328438dfb7102_97) [2019](#ib590fe275e2e412282d328438dfb7102_97)] [added: 31, 202](#idaac82b64c054a8ea415b94e485aed1f_549755815193)[2](#idaac82b64c054a8ea415b94e485aed1f_549755815193)[, 202](#idaac82b64c054a8ea415b94e485aed1f_549755815193)[1](#idaac82b64c054a8ea415b94e485aed1f_549755815193)[, and](#idaac82b64c054a8ea415b94e485aed1f_549755815193) [2020](#idaac82b64c054a8ea415b94e485aed1f_549755815193)] | | |

| E. | | | [Consolidated Statements of Cash Flows, Years ended December [removed: 31,](#ib590fe275e2e412282d328438dfb7102_100) [2021,](#ib590fe275e2e412282d328438dfb7102_100) [2020,](#ib590fe275e2e412282d328438dfb7102_100) [and](#ib590fe275e2e412282d328438dfb7102_100) [2019](#ib590fe275e2e412282d328438dfb7102_100)] [added: 31, 202](#idaac82b64c054a8ea415b94e485aed1f_25)[2](#idaac82b64c054a8ea415b94e485aed1f_25)[, 202](#idaac82b64c054a8ea415b94e485aed1f_25)[1](#idaac82b64c054a8ea415b94e485aed1f_25)[, and](#idaac82b64c054a8ea415b94e485aed1f_25) [2020](#idaac82b64c054a8ea415b94e485aed1f_25)] | | |

[removed: | F. | | | [Notes to Consolidated Financial Statements](#ib590fe275e2e412282d328438dfb7102_103) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| G. | | | [Schedule III Real Estate and Accumulated [removed: Depreciation](#ib590fe275e2e412282d328438dfb7102_208)] [added: Depreciation](#idaac82b64c054a8ea415b94e485aed1f_1406)] | | |

We have audited the accompanying consolidated balance sheets of Realty Income Corporation and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 23, 2022] [added: 22, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Critical Audit [removed: Matters*][added: Matter*]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As discussed in Note 5 to the consolidated financial statements, during [removed: 2021,] [added: 2022,] the Company acquired [removed: $6.4] [added: $9.0] billion of real estate properties.

[removed: The Company estimates] [added: Therefore when acquiring a property for investment purposes, we typically allocate] the [removed: fair value] [added: cost] of [removed: each property] [added: real estate] acquired, [removed: which is then allocated to] [added: inclusive of transaction costs, to: (1)] land, [removed: buildings] [added: (2) building] and improvements, and [added: (3)] identified intangible assets and [removed: liabilities] [added: liabilities,] based [added: in each case] on their [added: relative] estimated fair values.

[removed: February 23, 2022][added: | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |]

We have audited Realty Income Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February [removed: 23, 2022] [added: 22, 2023] 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 [added: become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.]

[added: Years Ended] December 31, [added: 2022,] 2021 and [removed: 2020][added: 2020]

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

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

| ASSETS | | | | | | | | | | | | [removed: | | |]

| Real estate held for investment, at cost: | | | | | | | | | | | | [removed: | | |]

| Land | | | [removed: | | |] $ | [removed: 10,753,750] [added: 12,948,835] | | | | | $ | [removed: 6,318,926] [added: 10,753,750] | |

| Buildings and improvements | | | [removed: | | | 25,155,178] [added: 29,707,751] | | | | | | [removed: 14,696,712] [added: 25,155,178] | | |

| Total real estate held for investment, at cost | | | [removed: | | | 35,908,928] [added: 42,656,586] | | | | | | [removed: 21,015,638] [added: 35,908,928] | | |

| Less accumulated depreciation and amortization | | | [removed: | | | (3,949,798)] [added: (4,904,165)] | | | | | | [removed: (3,549,486)] [added: (3,949,798)] | | |

| Real estate held for investment, net | | | [removed: | | | 31,959,130] [added: 37,752,421] | | | | | | [removed: 17,466,152] [added: 31,959,130] | | |

| Real estate and lease intangibles held for sale, net | | | [removed: | | | 30,470] [added: 29,535] | | | | | | [removed: 19,004] [added: 30,470] | | |

| Cash and cash equivalents | | | [removed: | | | 258,579] [added: 171,102] | | | | | | [removed: 824,476] [added: 258,579] | | |

| Accounts receivable, net | | | [removed: | | | 426,768] [added: 567,963] | | | | | | [removed: 285,701] [added: 426,768] | | |

| Lease intangible assets, net | | | [removed: | | | 5,275,304] [added: 5,168,366] | | | | | | [removed: 1,710,655] [added: 5,275,304] | | |

| Goodwill | | | [removed: | | | 3,676,705] [added: 3,731,478] | | | | | | [removed: 14,180] [added: 3,676,705] | | |

| Investment in unconsolidated entities | | | [removed: | | | 140,967] [added: —] | | | | | | [removed: —] [added: 140,967] | | |

| Other assets, net | | | [removed: | | | 1,369,579] [added: 2,252,227] | | | | | | [removed: 420,117] [added: 1,369,579] | | |

| Total assets | | | [removed: | | |] $ | [removed: 43,137,502] [added: 49,673,092] | | | | | $ | [removed: 20,740,285] [added: 43,137,502] | |

| LIABILITIES AND EQUITY | | | | | | | | | | | | [removed: | | |]

| Distributions payable | | | [removed: | | |] $ | [removed: 146,919] [added: 165,710] | | | | | $ | [removed: 85,691] [added: 146,919] | |

| F. | | | [Notes to Consolidated Financial Statements](#idaac82b64c054a8ea415b94e485aed1f_28) | | |

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

February 22, 2023

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

February 22, 2023

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

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

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

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

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

| Net income available to common stockholders | | | | | | | | | | | | | | | $ | 869,408 | | | | | $ | 359,456 | | | | | $ | 395,486 | |

| Total other comprehensive income (loss) | | | | | | | | | | | | | | | $ | 41,900 | | | | | $ | 59,567 | | | | | $ | (37,532) | |

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

| Net income | | | | | | — | | | | | | — | | | | | | 869,408 | | | | | | — | | | | | | 869,408 | | | | | | 3,008 | | | | | | 872,416 | | |

| Share issuance, net of costs | | | | | | 68,875,984 | | | | | | 4,570,766 | | | | | | — | | | | | | — | | | | | | 4,570,766 | | | | | | — | | | | | | 4,570,766 | | |

| Balance, December 31, 2022 | | | | | | 660,300,195 | | | | | | $ | 34,159,509 | | | | | $ | (5,493,193) | | | | | $ | 46,833 | | | | | $ | 28,713,149 | | | | | $ | 130,140 | | | | | $ | 28,843,289 | |

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

(dollars in thousands)

| Depreciation and amortization | | | 1,670,389 | | | | | | 897,835 | | | | | | 677,038 | | |

| Foreign currency and unrealized derivative loss (gain), net | | | 220,948 | | | | | | 27,223 | | | | | | (14,510) | | |

| Net proceeds from sale of unconsolidated entities | | | 108,088 | | | | | | — | | | | | | — | | |

| Proceeds from note receivable | | | 5,867 | | | | | | — | | | | | | — | | |

| Insurance proceeds received | | | 49,070 | | | | | | — | | | | | | — | | |

| Proceeds from common stock offerings, net | | | 4,556,028 | | | | | | 4,442,725 | | | | | | 1,823,821 | | |

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

December 31, 2022

At December 31, 2022, we owned or held interests in 12,237 properties, with approximately 236.8 million leasable square feet.

Our financial results for the years ended December 31, 2022 and 2021 reflect our merger with VEREIT, Inc. ("VEREIT"), following the consummation of the merger on November 1, 2021.

Our financial results for the year ended December 31, 2020 do not reflect the merger.

2.

For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements into USD at the time we consolidate those subsidiaries’ financial statements.

Generally, assets and liabilities are translated at the exchange rate in effect at the balance sheet date.

The resulting translation adjustments are included in 'Accumulated other comprehensive income', ("AOCI"), in the consolidated balance sheets.

Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate.

Income statement accounts are translated using the average exchange rate for the period.

We and certain of our consolidated subsidiaries have intercompany and third-party debt that is not denominated in our functional currency.

When the debt is remeasured to the functional currency of the entity, a gain or loss can result.

The resulting adjustment is reflected in 'Foreign currency and derivative (loss) gain, net' in the consolidated statements of income and comprehensive income.

| | | | | | |

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

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

*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.

We identified the evaluation of the fair values of certain acquired properties and the allocation of purchase price to land as a critical audit matter.

Specifically, the measurement of the fair values of certain acquired properties and allocation of purchase price to land is dependent upon significant assumptions for which relevant external market data is not always readily available.

Such assumptions include market land values, market rental rates, and capitalization rates.

There was a high degree of subjective and complex auditor judgment required to evaluate the 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 allocate the purchase price of the VEREIT transaction.

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

For a selection of properties, we involved valuation professionals with specialized skills and knowledge who assisted in evaluating the significant assumptions used to estimate the fair value measurements of certain acquired properties and allocation of purchase price to land.

The evaluation included comparison of the Company’s assumptions noted above to independently developed ranges using market data from industry transaction databases, and published industry reports.

\-68-

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.

\-69-

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

\-70-

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\-71-

(in thousands, except share count data)

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

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

| Balance, December 31, 2018 | | | | | | 303,742,090 | | | | | | $ | 10,754,495 | | | | | $ | (2,657,655) | | | | | $ | (8,098) | | | | | $ | 8,088,742 | | | | | $ | 32,236 | | | | | $ | 8,120,978 | |

| Net income | | | | | | — | | | | | | — | | | | | | 436,482 | | | | | | — | | | | | | 436,482 | | | | | | 996 | | | | | | 437,478 | | |

| Share issuances, net of costs | | | | | | 29,818,978 | | | | | | 2,117,983 | | | | | | — | | | | | | — | | | | | | 2,117,983 | | | | | | — | | | | | | 2,117,983 | | |

| Redemption of common units | | | | | | — | | | | | | (6,866) | | | | | | — | | | | | | — | | | | | | (6,866) | | | | | | (14,257) | | | | | | (21,123) | | |

\-72-

| Proceeds from common stock offerings, net | | | | | | 1,263,235 | | | | | | 728,883 | | | | | | 845,061 | | |

| Proceeds from At-the-Market (ATM) program | | | | | | 3,179,490 | | | | | | 1,094,938 | | | | | | 1,264,518 | | |

| Redemption of common units | | | | | | — | | | | | | — | | | | | | (21,123) | | |

\-73-

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of and for the [removed: year] [added: quarter] ended December 31, [removed: 2021,] [added: 2022,] 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.

[added: Based on the foregoing, our Chief] Executive Officer and Chief Financial Officer concluded that [added: as of December 31, 2022] our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Submitted on February [removed: 23, 2022] [added: 22, 2023] by,

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

[removed: In] [added: During the three months ended June 30,] 2022, we [removed: plan to integrate] [added: integrated] 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 [added: the integration of] these parallel ERP [removed: systems, as we work towards enhanced automated controls through] [added: systems into] a central platform.

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: 2021] [added: 2022,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

Based on the foregoing, our Chief

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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.

\-110-

PART III

None

PART III

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: 2022] [added: 2023] 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 17, 2022.

The information required by this item is set forth under the caption “Executive Compensation” in our definitive Proxy Statement for the [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

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: 2022] [added: 2023] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

[added: |] Articles of Incorporation and [removed: By-Laws][added: Bylaws | | | | | | | | | | | |]

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

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

| 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, [added: 2005, filed on August 3,] 2005 (File No. 033-69410) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465905035997/a05-12627_1ex3d1.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000072672812000048/exhibit_3-1.htm)] | | | | | |

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

| [removed: 3.6] [added: 3.7] | | | | | | [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 [removed: of] [added: to the Company's] 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) | | | | | |

| [removed: 3.7] [added: 3.8] | | | | | | [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 [removed: on] [added: to the Company's] 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) | | | | | |

| [removed: 3.8] [added: 3.9] | | | | | | [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 [removed: on] [added: to the Company's] 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) | | | | | |

| [removed: 3.9] [added: 3.10] | | | | | | [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 [removed: on] [added: to the Company's] 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) | | | | | |

| [removed: 3.10] [added: 3.11] | | | | | | [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 [removed: on] [added: to the Company's] 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) | | | | | |

| [removed: 3.11] [added: 3.12] | | | | | | [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) | | | | | |

| [removed: 3.12] [added: 3.13] | | | | | | [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) | | | | | |

| [removed: 3.13] [added: 3.14] | | | | | | [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) | | | | | |

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

| 4.6 | | | | | | [Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.875% Notes due 2024” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on June 25, 2014 [added: (File No. 001-13374),] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914048360/a14-15488_5ex4d3.htm) | | | | | |

| 4.7 | | | | | | [Form of 4.125% Note due 2026 (filed as exhibit 4.2 to [added: the] Company’s Form 8-K, filed on September 23, 2014 [added: (File No. 001-13374),] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914067694/a14-20959_5ex4d2.htm) | | | | | |

| 4.8 | | | | | | [Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on September 23, 2014 [added: (File No. 001-11374),] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914067694/a14-20959_5ex4d3.htm) | | | | | |

| 4.9 | | | | | | [Form of 3.000% Note due 2027 (filed as exhibit 4.2 to [added: the] Company’s Form 8-K, filed on October 12, 2016 [added: (File No. 001-13374),] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d2.htm) | | | | | |

| 4.10 | | | | | | [Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.000% Notes due 2027” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 12, 2016 [added: (File No. 001-13374),] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) | | | | | |

| 4.11 | | | | | | [Form of 4.650% Note due 2047 (filed as exhibit 4.2 to [added: the] Company’s Form 8-K, filed on March 15, [removed: 2017 and] [added: 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d2.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d2.htm) | | | | | |

| 4.12 | | | | | | [Form of 4.125% Note due 2026 (filed as exhibit 4.3 to [added: the] Company’s Form 8-K, filed on March 15, [removed: 2017 and] [added: 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d3.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d3.htm) | | | | | |

| 4.13 | | | | | | [Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and [removed: 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] [added: The Bank] of New York Mellon Trust Company, N.A. as successor trustee, establishing a series of securities entitled “4.650% Notes due 2047” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.4 to [added: the] Company’s Form 8-K, filed on March 15, [removed: 2017 and] [added: 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d4.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d4.htm) | | | | | |

| 4.14 | | | | | | [Form of 3.650% Note due 2028 (filed as exhibit 4.2 to [added: the] Company’s Form 8-K, filed on December 6, [removed: 2017 and] [added: 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d2.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d2.htm) | | | | | |

| 4.15 | | | | | | [Form of 4.650% Note due 2047 (filed as exhibit 4.4 to [added: the] Company’s Form 8-K, filed on December 6, [removed: 2017 and] [added: 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d4.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d4.htm) | | | | | |

| 4.16 | | | | | | [Form of 3.875% Note due 2025 (filed as exhibit 4.2 to [added: the] Company’s Form 8-K, filed on April 4, [removed: 2018 and] [added: 2018](http://www.sec.gov/Archives/edgar/data/726728/000110465918022449/a18-9533_1ex4d2.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465918022449/a18-9533_1ex4d2.htm) | | | | | |

| 4.17 | | | | | | [Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee, establishing a series of securities entitled “3.875% Notes due 2025” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to [added: the] Company’s Form 8-K, filed on April 4, [removed: 2018 and] [added: 2018](http://www.sec.gov/Archives/edgar/data/726728/000110465918022449/a18-9533_1ex4d3.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465918022449/a18-9533_1ex4d3.htm) | | | | | |

| 4.18 | | | | | | [Form of 3.250% Note due 2029 (filed as exhibit 4.2 to the Company's Form 8-K, filed on June [removed: 19,] [added: 16,] 2019 [added: (File No. 001-13374),] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465919036383/a19-11678_1ex4d2.htm#Exhibit4_2_091537) | | | | | |

| 4.19 | | | | | | [Officers’ Certificate pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.250% Notes due 2029." (filed as exhibit 4.3 to the Company's Form 8-K, filed on June [removed: 19, 2019 and] [added: 16, 2019](http://www.sec.gov/Archives/edgar/data/726728/000110465919036383/a19-11678_1ex4d3.htm#Exhibit4_3_093811) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465919036383/a19-11678_1ex4d3.htm#Exhibit4_3_093811) | | | | | |

| [removed: 4.20*] [added: 4.59*] | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/exhibit420descriptionofsec.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/exhibit459descriptionofsec.htm)] | | | | | |

| [removed: 4.21] [added: 4.20] | | | | | | [Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on May 8, [removed: 2020 and] [added: 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920058857/tm2014914d5_ex4-2.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920058857/tm2014914d5_ex4-2.htm) | | | | | |

| [removed: 4.22] [added: 4.21] | | | | | | [Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 16, [removed: 2020 and] [added: 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920084079/tm2024775d1_ex4-2.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920084079/tm2024775d1_ex4-2.htm) | | | | | |

| [removed: 4.23] [added: 4.22] | | | | | | [Officers' Certificate, dated May 8, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on May 8, [removed: 2020, and] [added: 2020,](https://www.sec.gov/Archives/edgar/data/726728/000110465920058857/tm2014914d5_ex4-3.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920058857/tm2014914d5_ex4-3.htm) | | | | | |

| [removed: 4.24] [added: 4.23] | | | | | | [Officers' Certificate, dated July 16, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, re-opening a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 16, [removed: 2020, and] [added: 2020,](https://www.sec.gov/Archives/edgar/data/726728/000110465920084079/tm2024775d1_ex4-3.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920084079/tm2024775d1_ex4-3.htm) | | | | | |

| [removed: 4.25] [added: 4.24] | | | | | | [Form of 1.625% Note due 2030 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 1, [removed: 2020 and] [added: 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920110697/tm2031354d5_ex4-2.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920110697/tm2031354d5_ex4-2.htm) | | | | | |

| [removed: 4.26] [added: 4.25] | | | | | | [Officers’ Certificate dated October 1, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “1.625% Notes due 2030” (filed as an Exhibit 4.3 to the Company’s Form 8-K, filed on October 1, [removed: 2020 and] [added: 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920110697/tm2031354d5_ex4-3.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920110697/tm2031354d5_ex4-3.htm) | | | | | |

| [removed: 4.27] [added: 4.26] | | | | | | [Form of 0.750% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 14, [removed: 2020 and] [added: 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920135297/tm2037737d6_ex4-2.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920135297/tm2037737d6_ex4-2.htm) | | | | | |

| [removed: 4.28] [added: 4.27] | | | | | | [Form of 1.800% Note due 2033 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 14, [removed: 2020 and] [added: 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920135297/tm2037737d6_ex4-3.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920135297/tm2037737d6_ex4-3.htm) | | | | | |

| [removed: 4.29] [added: 4.28] | | | | | | [Officers’ Certificate dated December 14, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of debt securities entitled “0.750% Notes due 2026” and a series of debt securities entitled “1.800% Notes due 2033” (filed as an Exhibit 4.4 to the Company's Form 8-K, filed on December 14, [removed: 2020 and] [added: 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920135297/tm2037737d6_ex4-4.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920135297/tm2037737d6_ex4-4.htm) | | | | | |

Years ended December 31, 2022, 2021 and 2020

Years ended December 31, 2022, 2021 and 2020

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

| 3.6 | | | | | | [Articles of Amendment dated May 17, 2022 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 19, 2022 (File No. 001-13374) and herein by reference.](https://www.sec.gov/Archives/edgar/data/726728/000072672822000063/exhibit311.htm) | | | | | |

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

| 4.54 | | | | | | [Form of 5.625% Notes due October 13, 2032. (filed as exhibit 4.2 to the Company's Form 8-K, filed on October 13, 2022 (File No. 001-13374), and incorporated herein by reference).](https://www.sec.gov/ix?doc=/Archives/edgar/data/726728/000110465922108515/tm2228095d1_8k.htm) | | | | | |

| 4.55 | | | | | | [Officers’ Certificate dated October 13, 2022 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.625% Notes due 2032” and including the form of debt securities of such series (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 13, 2022 (File No. 001-13374), and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465922108515/tm2228095d1_ex4-3.htm) | | | | | |

| 4.56 | | | | | | [Form of 5.050% Note due 2026 issued on January 13, 2023 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on January 13, 2023 (File No. 001-13374) and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465923003824/tm233301d1_ex4-4.htm). | | | | | |

| 4.57 | | | | | | [Form of 4.850% Note due 2030 issued on January 13, 2023 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on January 13, 2023 (File No. 001-13374) and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465923003824/tm233301d1_ex4-4.htm). | | | | | |

| 4.58 | | | | | | [Officers’ Certificate dated January 13, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.050% Notes due 2026” and a new series of debt securities entitled “4.850% Notes due 2030” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on January 13, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923003824/tm233301d1_ex4-4.htm) | | | | | |

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

| 10.21+ | | | | | | [Form of Restricted Stock Agreement for Executives under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.21 to the Company’s Form 10-K for the year ended December 31, 2021, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/a2021exhibit102110-k.htm) | | | | | |

| 10.23+ | | | | | | [Form of November 15, 2021 Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.23 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/a2021exhibit102310-k.htm) | | | | | |

| 10.24+ | | | | | | [Form of Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.24 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/a2021exhibit102410-k.htm) | | | | | |

| 10.26+* | | | | | | [Form of Restricted Stock Agreement for Executive Officers (Christie Kelly) under the Realty Income Corporation 2021 Incentive Award Plan.](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/exhibit1026202210-k.htm) | | | | | |

| 10.29+* | | | | | | [Realty Income Corporation Retirement Policy, effective as of November 7, 2022.](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/exhibit1029202210-k.htm) | | | | | |

| 10.33 | | | | | | [Third Amended and Restated Credit Agreement among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as exhibit 10.1 to the Company’s Form 8-K filed on April 28, 2022 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465922052276/tm2213800d1_ex10-1.htm) | | | | | |

| 10.34 | | | | | | [Term Loan Agreement, dated January 6, 2023, by and among Realty Income Corporation, as borrower, the lender parties thereto, as lenders, and Toronto Dominion (Texas) LLC, as administrative agent (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 6, 2023 (File NO. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923001852/tm231561d1_ex10-1.htm) | | | | | |

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

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

\-111-

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

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

| 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-

\-113-

\-114-

| 23.2* | | | | | | [Consent of Independent Registered Public Accounting Firm.](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/a2021exhibit23210k.htm) | | | | | |

| 23.3* | | | | | | [Consent of Independent Registered Public Accounting Firm.](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/a2021exhibit23310k.htm) | | | | | |

\-115-

| By: | | | /s/SUMIT ROY | | | | | | | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| By: | | | /s/MICHAEL D. MCKEE | | | | | | | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| By: | | | /s/PRISCILLA ALMODOVAR | | | | | | | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| By: | | | /s/JACQUELINE BRADY | | | | | | | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| By: | | | /s/A. LARRY CHAPMAN | | | | | | | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| By: | | | /s/REGINALD H. GILYARD | | | | | | | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| By: | | | /s/MARY HOGAN PREUSSE | | | | | | | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| By: | | | /s/PRIYA CHERIAN HUSKINS | | | | | | | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |

| By: | | | /s/GERARDO I. LOPEZ | | | | | | | | | Date: February [removed: 23, 2022] [added: 22, 2023] | | |