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Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2023, or

☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-13374

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REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

Maryland33-0580106
(State or Other Jurisdiction of Incorporation or Organization)(IRS Employer Identification Number)

11995 El Camino Real, San Diego, California 92130

(Address of Principal Executive Offices)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange On Which Registered
Common Stock, $0.01 Par ValueONew York Stock Exchange
1.125% Notes due 2027O27ANew York Stock Exchange
1.875% Notes due 2027O27BNew York Stock Exchange
1.625% Notes due 2030O30New York Stock Exchange
1.750% Notes due 2033O33ANew York Stock Exchange
2.500% Notes due 2042O42New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," “accelerated filer,” "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 673,222,491 shares of common stock outstanding as of April 28, 2023.

REALTY INCOME CORPORATION

Index to Form 10-Q

March 31, 2023

PART I.FINANCIAL INFORMATIONPage
Item 1:Financial Statements (Unaudited)
Consolidated Balance Sheets2
Consolidated Statements of Income and Comprehensive Income3
Consolidated Statements of Equity4
Consolidated Statements of Cash Flows5
Notes to Consolidated Financial Statements6
Item 2:Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements25
Overview25
Recent Developments26
Liquidity and Capital Resources28
Results of Operations34
Funds from Operations Available to Common Stockholders ("FFO") and Normalized Funds from Operations Available to Common Stockholders ("Normalized FFO")41
Adjusted Funds from Operations Available to Common Stockholders ("AFFO")43
Property Portfolio Information44
Impact of Inflation49
Impact of Recent Accounting Pronouncements49
Critical Accounting Policies49
Item 3:Quantitative and Qualitative Disclosures About Market Risk49
Item 4:Controls and Procedures50
PART II.OTHER INFORMATION
Item 1A:Risk Factors51
Item 2:Unregistered Sales of Equity Securities and Use of Proceeds51
Item 6:Exhibits52
SIGNATURE54

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PART 1. FINANCIAL INFORMATION

Next: Item 1. Financial Statements