Item 1. Financial Statements
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Item 1. Financial Statements
REALTY INCOME CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts) (unaudited)
| March 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Real estate held for investment, at cost: | |||||||||||
| Land | $ | 17,724,549 | $ | 17,320,520 | |||||||
| Buildings and improvements | 41,693,098 | 40,974,535 | |||||||||
| Total real estate held for investment, at cost | 59,417,647 | 58,295,055 | |||||||||
| Less accumulated depreciation and amortization | (7,758,675) | (7,381,083) | |||||||||
| Real estate held for investment, net | 51,658,972 | 50,913,972 | |||||||||
| Real estate and lease intangibles held for sale, net | 120,251 | 94,979 | |||||||||
| Cash and cash equivalents | 319,007 | 444,962 | |||||||||
| Accounts receivable, net | 952,410 | 877,668 | |||||||||
| Lease intangible assets, net | 6,216,454 | 6,322,992 | |||||||||
| Goodwill | 4,932,199 | 4,932,199 | |||||||||
| Investment in unconsolidated entities | 1,233,700 | 1,229,699 | |||||||||
| Other assets, net | 4,324,703 | 4,018,568 | |||||||||
| Total assets | $ | 69,757,696 | $ | 68,835,039 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Distributions payable | $ | 244,575 | $ | 238,045 | |||||||
| Accounts payable and accrued expenses | 730,064 | 759,416 | |||||||||
| Lease intangible liabilities, net | 1,609,085 | 1,635,770 | |||||||||
| Other liabilities | 915,959 | 923,128 | |||||||||
| Revolving credit facility and commercial paper | 1,701,896 | 1,130,201 | |||||||||
| Term loans, net | 2,392,299 | 2,358,417 | |||||||||
| Mortgages payable, net | 42,606 | 80,784 | |||||||||
| Notes payable, net | 22,879,025 | 22,657,592 | |||||||||
| Total liabilities | $ | 30,515,509 | $ | 29,783,353 | |||||||
| Commitments and contingencies (Note 20) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 903,062 and 891,511 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | $ | 48,075,527 | $ | 47,451,068 | |||||||
| Distributions in excess of net income | (9,117,085) | (8,648,559) | |||||||||
| Accumulated other comprehensive income | 72,819 | 38,229 | |||||||||
| Total stockholders’ equity | $ | 39,031,261 | $ | 38,840,738 | |||||||
| Noncontrolling interests | 210,926 | 210,948 | |||||||||
| Total equity | $ | 39,242,187 | $ | 39,051,686 | |||||||
| Total liabilities and equity | $ | 69,757,696 | $ | 68,835,039 |
The accompanying notes to consolidated financial statements are an integral part of these statements.
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REALTY INCOME CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands, except per share amounts) (unaudited)
| Three months ended March 31, | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| REVENUE | ||||||||||||||||||||||||||||||||
| Rental (including reimbursements) | $ | 1,313,057 | $ | 1,208,169 | ||||||||||||||||||||||||||||
| Other | 67,448 | 52,316 | ||||||||||||||||||||||||||||||
| Total revenue | 1,380,505 | 1,260,485 | ||||||||||||||||||||||||||||||
| EXPENSES | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 608,935 | 581,064 | ||||||||||||||||||||||||||||||
| Interest | 268,374 | 240,614 | ||||||||||||||||||||||||||||||
| Property (including reimbursements) | 106,681 | 89,361 | ||||||||||||||||||||||||||||||
| General and administrative | 44,044 | 40,842 | ||||||||||||||||||||||||||||||
| Provisions for impairment | 116,589 | 89,489 | ||||||||||||||||||||||||||||||
| Merger, transaction, and other costs, net | 279 | 94,104 | ||||||||||||||||||||||||||||||
| Total expenses | 1,144,902 | 1,135,474 | ||||||||||||||||||||||||||||||
| Gain on sales of real estate | 22,537 | 16,574 | ||||||||||||||||||||||||||||||
| Foreign currency and derivative (loss) gain, net | (2,545) | 4,046 | ||||||||||||||||||||||||||||||
| Equity in earnings (losses) of unconsolidated entities | 4,357 | (1,676) | ||||||||||||||||||||||||||||||
| Other income, net | 7,167 | 5,446 | ||||||||||||||||||||||||||||||
| Income before income taxes | 267,119 | 149,401 | ||||||||||||||||||||||||||||||
| Income taxes | (15,657) | (15,502) | ||||||||||||||||||||||||||||||
| Net income | 251,462 | 133,899 | ||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | (1,647) | (1,615) | ||||||||||||||||||||||||||||||
| Net income attributable to the Company | 249,815 | 132,284 | ||||||||||||||||||||||||||||||
| Preferred stock dividends | — | (2,588) | ||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | 249,815 | $ | 129,696 | ||||||||||||||||||||||||||||
| Amounts available to common stockholders per common share: | ||||||||||||||||||||||||||||||||
| Net income, basic and diluted | $ | 0.28 | $ | 0.16 | ||||||||||||||||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||||||||||||||
| Basic | 891,666 | 834,940 | ||||||||||||||||||||||||||||||
| Diluted | 892,351 | 835,242 | ||||||||||||||||||||||||||||||
| Net income available to common stockholders | $ | 249,815 | $ | 129,696 | ||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | 45,215 | (18,036) | ||||||||||||||||||||||||||||||
| Unrealized (loss) gain on derivatives, net | (10,625) | 8,922 | ||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | $ | 34,590 | $ | (9,114) | ||||||||||||||||||||||||||||
| Comprehensive income available to common stockholders | $ | 284,405 | $ | 120,582 |
The accompanying notes to consolidated financial statements are an integral part of these statements.
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REALTY INCOME CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands) (unaudited)
Three months ended March 31, 2025 and 2024
| Shares of preferred stock | Preferred stock and paid in capital | Shares of common stock | Common stock and paid in capital | Distributions in excess of net income | Accumulated other comprehensive income | Total stockholders’ equity | Non-controlling interests | Total equity | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | — | $ | — | 891,511 | $ | 47,451,068 | $ | (8,648,559) | $ | 38,229 | $ | 38,840,738 | $ | 210,948 | $ | 39,051,686 | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 249,815 | — | 249,815 | 1,647 | 251,462 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | 34,590 | 34,590 | — | 34,590 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions paid and payable | — | — | — | — | (718,341) | — | (718,341) | (3,011) | (721,352) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share issuances, net of costs | — | — | 11,288 | 627,900 | — | — | 627,900 | — | 627,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions by noncontrolling interests | — | — | — | — | — | — | — | 1,342 | 1,342 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation, net | — | — | 263 | (3,441) | — | — | (3,441) | — | (3,441) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | — | $ | — | 903,062 | $ | 48,075,527 | $ | (9,117,085) | $ | 72,819 | $ | 39,031,261 | $ | 210,926 | $ | 39,242,187 | |||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | — | $ | — | 752,460 | $ | 39,629,709 | $ | (6,762,136) | $ | 73,894 | $ | 32,941,467 | $ | 165,502 | $ | 33,106,969 | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 132,284 | — | 132,284 | 1,615 | 133,899 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | (9,114) | (9,114) | — | (9,114) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions paid and payable | — | — | — | — | (669,662) | — | (669,662) | (2,268) | (671,930) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share issuances, net of costs | — | — | 9,663 | 546,656 | — | — | 546,656 | — | 546,656 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued with merger | 6,900 | 167,394 | 108,308 | 6,043,641 | — | — | 6,043,641 | — | 6,043,641 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions by noncontrolling interests | — | — | — | — | — | — | — | 214 | 214 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation, net | — | — | 325 | 755 | — | — | 755 | — | 755 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | 6,900 | $ | 167,394 | 870,756 | $ | 46,220,761 | $ | (7,299,514) | $ | 64,780 | $ | 38,986,027 | $ | 165,063 | $ | 39,151,090 | |||||||||||||||||||||||||||||||||||||||||||
The accompanying notes to consolidated financial statements are an integral part of these statements.
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REALTY INCOME CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (unaudited)
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||||||||
| Net income | $ | 251,462 | $ | 133,899 | |||||||||||||
| Adjustments to net income: | |||||||||||||||||
| Depreciation and amortization | 608,935 | 581,064 | |||||||||||||||
| Amortization of share-based compensation | 5,899 | 34,003 | |||||||||||||||
| Non-cash revenue adjustments | (28,486) | (30,586) | |||||||||||||||
| Amortization of net discounts (premiums) on mortgages payable | 65 | (122) | |||||||||||||||
| Amortization of net discounts (premiums) on notes payable | 652 | (4,150) | |||||||||||||||
| Amortization of deferred financing costs | 5,920 | 5,819 | |||||||||||||||
| Foreign currency and unrealized derivative gain, net | (273) | (12,570) | |||||||||||||||
| Non-cash interest expense (income) | 1,829 | (1,800) | |||||||||||||||
| Gain on sales of real estate | (22,537) | (16,574) | |||||||||||||||
| Equity in (earnings) losses of unconsolidated entities | (4,357) | 1,676 | |||||||||||||||
| Distributions on common equity from unconsolidated entities | 5,756 | 5,249 | |||||||||||||||
| Provisions for impairment | 116,589 | 89,489 | |||||||||||||||
| Deferred income taxes | (104) | — | |||||||||||||||
| Change in assets and liabilities | |||||||||||||||||
| Accounts receivable and other assets | (95,360) | (32,682) | |||||||||||||||
| Accounts payable, accrued expenses and other liabilities | (58,474) | 25,958 | |||||||||||||||
| Net cash provided by operating activities | 787,516 | 778,673 | |||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||||||||
| Investment in real estate | (1,184,086) | (535,903) | |||||||||||||||
| Improvements to real estate, including leasing costs | (22,900) | (9,628) | |||||||||||||||
| Investment in unconsolidated entities | (5,283) | (38,070) | |||||||||||||||
| Investment in loans | (200,872) | — | |||||||||||||||
| Proceeds from sales of real estate | 92,573 | 95,624 | |||||||||||||||
| Proceeds from note receivable | 7,022 | 5,468 | |||||||||||||||
| Insurance proceeds received | 15 | 16 | |||||||||||||||
| Non-refundable escrow deposits | (100) | — | |||||||||||||||
| Net cash acquired in merger | — | 93,683 | |||||||||||||||
| Net cash used in investing activities | (1,313,631) | (388,810) | |||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||||||||
| Cash distributions to common stockholders | (711,824) | (636,499) | |||||||||||||||
| Cash distributions to preferred stockholders | — | (2,588) | |||||||||||||||
| Borrowings on revolving credit facility and commercial paper programs | 5,594,638 | 8,018,932 | |||||||||||||||
| Payments on revolving credit facility and commercial paper programs | (5,084,178) | (7,748,935) | |||||||||||||||
| Principal payment on term loan | — | (250,000) | |||||||||||||||
| Proceeds from notes payable issued | — | 1,250,000 | |||||||||||||||
| Principal payment on notes payable | — | (499,999) | |||||||||||||||
| Principal payments on mortgages payable | (39,520) | (621,175) | |||||||||||||||
| Proceeds from common stock offerings, net | 624,795 | 543,538 | |||||||||||||||
| Proceeds from dividend reinvestment and stock purchase plan | 3,105 | 3,117 | |||||||||||||||
| Distributions to noncontrolling interests | (2,999) | (2,268) | |||||||||||||||
| Debt issuance costs | — | (28,603) | |||||||||||||||
| Other items, including shares withheld upon vesting | (9,459) | (8,493) | |||||||||||||||
| Net cash provided by financing activities | 374,558 | 17,027 | |||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 6,737 | (2,279) | |||||||||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | (144,820) | 404,611 | |||||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 495,505 | 292,175 | |||||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 350,685 | $ | 696,786 |
For supplemental disclosures, see note 18, S**upplemental Disclosures of Cash Flow Information.
The accompanying notes to consolidated financial statements are an integral part of these statements.
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REALTY INCOME CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(unaudited)
1. Summary of Significant Accounting Policies
Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”), a Maryland corporation, is an S&P 500 company founded in 1969. Our shares of common stock trade on the New York Stock Exchange ("NYSE") under the symbol “O”.
As of March 31, 2025, we owned or held interests in a diversified portfolio of 15,627 properties located in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and six other countries in Europe, with approximately 341.8 million square feet of leasable space.
Basis of Presentation. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Intercompany accounts and transactions are eliminated in consolidation. The U.S. dollar ("USD") is our reporting currency. Unless otherwise indicated, all dollar amounts are expressed in USD.
For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements into USD at the time we consolidate those subsidiaries’ financial statements. Generally, assets and liabilities are translated at the exchange rate in effect at the balance sheet date. The resulting translation adjustments are included in 'Accumulated other comprehensive income' ("AOCI") on our consolidated balance sheets. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Income statement accounts are translated using the average exchange rate for the period.
We and certain of our consolidated subsidiaries have intercompany and third-party debt that is not denominated in our functional currency. When the debt is remeasured to the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in 'Foreign currency and derivative (loss) gain, net' in our consolidated statements of income and comprehensive income. In the statement of cash flows, cash flows denominated in foreign currencies are translated using the exchange rates in effect at the time of the respective cash flows or at average exchange rates for the period, depending on the nature of the cash flow items.
In the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary to present a fair statement of results for the interim periods presented have been included. Operating results for the three months ended March 31, 2025 are not necessarily an indication of the results that may be expected for the entire year. Readers of this quarterly report should refer to our audited consolidated financial statements for the year ended December 31, 2024, which are included in our 2024 annual report on Form 10-K, as certain disclosures that would substantially duplicate those contained in the audited financial statements have not been included in this report.
Principles of Consolidation. These consolidated financial statements include the accounts of Realty Income and all other entities in which we have a controlling financial interest. We evaluate whether we have a controlling financial interest in an entity in accordance with Accounting Standards Codification ("ASC") 810, Consolidation.
Voting interest entities ("VOEs") are entities considered to have sufficient equity at risk and which the equity holders have the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. We consolidate voting interest entities in which we have a controlling financial interest, which we typically have through holding of a majority of the entity’s voting equity interests.
Variable interest entities ("VIEs") are entities that lack sufficient equity at risk or where the equity holders either do not have the obligation to absorb losses, do not have the right to receive residual returns, do not have the right to make decisions about the entity’s activities, or some combination of the above. A controlling financial interest in a VIE is present when an entity has a variable interest, or a combination of variable interests, that provides the entity with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. An entity that meets both conditions above is deemed the primary beneficiary and consolidates the VIE. We reassess our initial evaluation of whether an entity is a VIE when certain reconsideration events occur. We reassess our determination of whether we are the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances.
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At March 31, 2025, we are considered the primary beneficiary of Realty Income, L.P. and certain investments, including investments in joint ventures. Below is a summary of selected financial data of such consolidated VIEs, included on our consolidated balance sheets at March 31, 2025 and December 31, 2024 (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||
| Net real estate | $ | 2,962,700 | $ | 2,882,135 | |||||||
| Total assets | $ | 3,519,975 | $ | 3,461,843 | |||||||
| Total liabilities | $ | 125,878 | $ | 131,096 |
The portion of a consolidated entity not owned by us is recorded as a noncontrolling interest. Noncontrolling interests are reflected on our consolidated balance sheets as a component of equity. Noncontrolling interests that were created or assumed as part of a business combination or asset acquisition were recognized at fair value as of the date of the transaction (see note 11, Noncontrolling Interests).
Use of Estimates. The consolidated financial statements were prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes. We have elected to be taxed as a real estate investment trust ("REIT"), under the Internal Revenue Code of 1986, as amended. We believe we have qualified and continue to qualify as a REIT. Under the REIT operating structure, we are permitted to deduct dividends paid to our stockholders in determining our taxable income. Assuming our dividends equal or exceed our taxable net income in the U.S., we generally will not be required to pay U.S. income taxes on such income. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements, except for federal income taxes of our taxable REIT subsidiaries ("TRS"). A TRS is a subsidiary of a REIT that is subject to federal, state and local income taxes, as applicable. Our use of TRS entities enables us to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. We are liable for taxes in our applicable international territories and have made the appropriate provisions in those territories. Therefore, the income taxes recorded in our consolidated statements of income and comprehensive income represent amounts for U.S. income taxes on our TRS entities, city and state income and franchise taxes, as well as income taxes for the applicable international territories.
We recognize deferred income tax in our taxable subsidiaries, including certain international jurisdictions. Deferred income tax assets and liabilities are generally the result of temporary differences between book and tax accounting, such as timing differences caused by different useful lives used for depreciation. We provide for a valuation allowance for deferred income tax assets if we believe some or all of the deferred income tax assets may not be realized. We had $3.5 million of net deferred tax liabilities as of both March 31, 2025 and December 31, 2024, which are reported in 'Other liabilities' on our consolidated balance sheets.
Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes primarily due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.
We regularly analyze our various international, federal and state filing positions and only recognize the income tax effect in our financial statements when certain criteria regarding uncertain income tax positions have been met. We believe that our income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain tax positions have been recorded on our consolidated financial statements.
Lease Revenue Recognition and Accounts Receivable. The majority of our leases are accounted for as operating leases. Under this method, leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term. Any rental revenue contingent upon a client’s sales, or percentage rent, is recognized only after such client exceeds its sales breakpoint. Rental increases based upon changes in the consumer price indices are recognized only after the changes in the indexes have occurred and are then applied according to the lease agreements. Contractually obligated rental revenue from our clients for recoverable real estate taxes and operating expenses are included in contractually obligated reimbursements by our clients, a component of rental revenue, in the period when such costs are incurred. Taxes and operating expenses paid directly by our clients are recorded on a net basis.
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Other revenue includes certain property-related revenue not included in rental revenue and interest income recognized on financing receivables for certain leases with above-market terms.
We assess the probability of collecting substantially all of the lease payments to which we are entitled under the original lease contract as required under ASC 842, Leases. We assess the collectability of our future lease payments based on an analysis of creditworthiness, economic trends and other facts and circumstances related to the applicable clients. If we conclude the collection of substantially all of lease payments under a lease is less than probable, rental revenue recognized for that lease is limited to cash received going forward, existing operating lease receivables, including those related to straight-line rental revenue, must be written off as an adjustment to rental revenue, and no further operating lease receivables are recorded for that lease until such future determination is made that substantially all lease payments under that lease are now considered probable. If we subsequently conclude that the collection of substantially all lease payments under a lease is probable, a reversal of lease receivables previously written off is recognized.
In addition to the client-specific collectability assessment conducted, we may also recognize a general allowance, as a reduction to rental revenue, for our operating lease receivables which are not expected to be fully collectible. We had $4.4 million of general allowance as of March 31, 2025. There was no general allowance as of December 31, 2024.
Loans Receivable. Our acquired loans are classified as held for investment and are carried at their amortized cost basis. We recognize interest income on loans receivable using a method that approximates the effective-interest method. Direct costs associated with originating loans, along with any premium or discount, are deferred and amortized as an adjustment to interest income over the term of the loan using the effective interest method. When management identifies the full recovery of the contractually specified payments of principal and interest of a loan is less than probable, we evaluate the expected loss amount and place it on non-accrual status. We have made an accounting policy election to record accrued interest on our loan portfolio separate from our loan receivable and other lending investments. These loans and the related interest receivable are presented in 'Other assets, net' on our consolidated balance sheets.
Financing Receivables. For properties we acquire that qualify as sale-leaseback transactions and for which the purchase price is in excess of the fair value of the real estate acquired, the difference is accounted for as financing receivables, presented within 'Other assets, net' on our consolidated balance sheets. Rent payments are allocated between rental income and the financing receivable. Interest income on the financing receivable is recognized using the interest rate implicit in the leaseback and presented within 'Other' revenue in our consolidated statements of income and comprehensive income.
Allowance for Credit Losses. The allowance for credit losses, which is recorded as a reduction to loans receivable and financing receivable within 'Other assets, net' on our consolidated balance sheets, is measured using a probability of default method based on our clients' respective credit ratings, our historical experience, and the expected value of the underlying collateral upon its repossession. If we determine a financing receivable no longer shares risk characteristics with other financing receivables in the pool, we evaluate the financing receivable for expected credit losses on an individual basis. Included in our model are factors that incorporate forward-looking information. Changes in our allowance for credit losses are presented in 'Provisions for impairment' in our consolidated statements of income and comprehensive income. For further details, see note 6, Investments in Loans and Financing Receivables.
Recent Accounting Standards Not Yet Adopted.
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, requiring all public business entities to provide additional disclosure of the nature of expenses included in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, on a prospective basis, with early adoption permitted. We are currently evaluating the impact on our financial statement disclosures.
In December 2023, the FASB issued Accounting Standards Update ASU 2023-09, Income Taxes, to enhance income tax disclosures, provide more information about tax risks and opportunities present in worldwide operations, and to disaggregate existing income tax disclosures. The guidance is effective for annual periods beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. We are currently evaluating the impact on our financial statement disclosures.
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2. Merger with Spirit Realty Capital, Inc.
On January 23, 2024, we completed our previously announced merger (the "Merger") with Spirit Realty Capital, Inc. (“Spirit”). For further details, please see note 2**,** Merger with Spirit Realty Capital, Inc., to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2024.
The Merger has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, with Realty Income as the accounting acquirer, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair value. The fair value of the consideration transferred on the date of the acquisition is as follows (in thousands, except share and per share data):
| Shares of Spirit common stock exchanged (1) | 142,136,567 | |||||||
| Exchange Ratio | 0.762 | |||||||
| Shares of Realty Income common stock issued | 108,308,064 | |||||||
| Opening price of Realty Income common stock on January 23, 2024 | $ | 55.80 | ||||||
| Fair value of Realty Income common stock issued to the former holders of Spirit common stock | $ | 6,043,590 | ||||||
| Shares of Realty Income Series A Preferred Stock issued in exchange for Spirit Series A Preferred Stock (2) | 6,900,000 | |||||||
| Opening price of Realty Income Series A Preferred Stock on January 23, 2024 | $ | 24.26 | ||||||
| Fair value of Realty Income Series A Preferred Stock issued to the former holders of Spirit Series A Preferred Stock | $ | 167,394 | ||||||
| Cash paid for fractional shares | $ | 51 | ||||||
| Less: Fair value of Spirit restricted stock and performance awards attributable to post-combination costs (3) | $ | (24,751) | ||||||
| Consideration transferred | $ | 6,186,284 |
(1) Includes 142.1 million shares of Spirit common stock outstanding as of January 23, 2024, which were converted into Realty Income common stock at the effective time of the Merger (the “Effective Time”) at an Exchange Ratio of 0.762 per share of Spirit common stock. The portion of the converted unvested Spirit restricted stock awards related to post-combination expense is removed in footnote (3) below.
(2) In September 2024, we redeemed all 6.9 million shares of Realty Income Series A Preferred Stock outstanding.
(3) Represents the fair value of fully vested Spirit restricted stock and performance share awards that were accelerated and converted into Realty Income common stock at the Effective Time, reflecting the value attributable to post-combination services. Spirit restricted stock and performance share awards are included in Spirit's outstanding common stock as of the date of the Merger. The fair value attributable to pre-combination services was $41.7 million and is included in the consideration transferred above.
A. Merger-related Transaction Costs In conjunction with the Merger, we incurred $0.7 million and $94.1 million of merger-related transaction costs during the three months ended March 31, 2025 and 2024, respectively, primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger.
B. Unaudited Pro Forma Financial Information
The following unaudited pro forma information presents a summary of our combined results of operations for the three months ended March 31, 2024, as if the Merger had occurred on January 1, 2023 (in millions, except per share data). The pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, basic shares outstanding and dilutive equivalents, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.
| Three months ended March 31, | |||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||
| Total revenues | $ | 1,307.7 | |||||||||||||||||||||||||||
| Net income | $ | 234.4 | |||||||||||||||||||||||||||
| Basic and diluted earnings per share | $ | 0.27 |
Our consolidated results of operations for the three months ended March 31, 2024 include $155.0 million of revenues and $6.9 million of net income, respectively, associated with the results of operations of Spirit from the closing of the Merger on January 23, 2024 to March 31, 2024.
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3. Supplemental Detail for Certain Components of Consolidated Balance Sheets (in thousands):
| A. | Accounts receivable, net, consist of the following at: | March 31, 2025 | December 31, 2024 | |||||||||||
| Straight-line rent receivables, net | $ | 746,757 | $ | 694,844 | ||||||||||
| Client receivables, net | 205,653 | 182,824 | ||||||||||||
| $ | 952,410 | $ | 877,668 |
| B. | Lease intangible assets, net, consist of the following at: | March 31, 2025 | December 31, 2024 | |||||||||||
| In-place leases | $ | 7,469,150 | $ | 7,347,301 | ||||||||||
| Above-market leases | 2,230,921 | 2,203,420 | ||||||||||||
| Accumulated amortization of in-place leases | (2,689,173) | (2,487,302) | ||||||||||||
| Accumulated amortization of above-market leases | (796,442) | (742,338) | ||||||||||||
| Other items | 1,998 | 1,911 | ||||||||||||
| $ | 6,216,454 | $ | 6,322,992 |
| C. | Other assets, net, consist of the following at: | March 31, 2025 | December 31, 2024 | |||||||||||
| Financing receivables, net | $ | 1,582,784 | $ | 1,609,044 | ||||||||||
| Loans receivable, net | 1,054,703 | 828,500 | ||||||||||||
| Right of use asset - financing leases, net | 749,317 | 653,353 | ||||||||||||
| Right of use asset - operating leases, net | 611,491 | 619,350 | ||||||||||||
| Prepaid expenses | 97,688 | 63,499 | ||||||||||||
| Value-added tax receivable | 57,244 | 48,075 | ||||||||||||
| Interest receivable | 31,677 | 16,071 | ||||||||||||
| Derivative assets and receivables - at fair value | 18,620 | 47,165 | ||||||||||||
| Impounds related to mortgages payable | 16,061 | 14,218 | ||||||||||||
| Restricted escrow deposits | 15,617 | 36,326 | ||||||||||||
| Corporate assets, net | 13,606 | 12,763 | ||||||||||||
| Investment in sales type lease | 6,154 | 6,138 | ||||||||||||
| Revolving credit facility origination costs, net | 6,098 | 7,331 | ||||||||||||
| Non-refundable escrow deposits | 100 | 225 | ||||||||||||
| Other items | 63,543 | 56,510 | ||||||||||||
| $ | 4,324,703 | $ | 4,018,568 |
| D. | Accounts payable and accrued expenses consist of the following at: | March 31, 2025 | December 31, 2024 | |||||||||||
| Notes payable - interest payable | $ | 258,345 | $ | 261,605 | ||||||||||
| Derivative liabilities and payables - at fair value | 100,726 | 81,524 | ||||||||||||
| Property taxes payable | 86,709 | 92,440 | ||||||||||||
| Accrued property expenses | 72,286 | 61,118 | ||||||||||||
| Accrued income taxes | 48,467 | 84,884 | ||||||||||||
| Accrued costs on properties under development | 39,190 | 59,602 | ||||||||||||
| Value-added tax payable | 37,636 | 26,829 | ||||||||||||
| Mortgages, term loans, and credit line - interest payable | 3,855 | 4,584 | ||||||||||||
| Other items | 82,850 | 86,830 | ||||||||||||
| $ | 730,064 | $ | 759,416 |
| E. | Lease intangible liabilities, net, consist of the following at: | March 31, 2025 | December 31, 2024 | |||||||||||
| Below-market leases | $ | 2,135,977 | $ | 2,119,200 | ||||||||||
| Accumulated amortization of below-market leases | (526,892) | (483,430) | ||||||||||||
| $ | 1,609,085 | $ | 1,635,770 |
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| F. | Other liabilities consist of the following at: | March 31, 2025 | December 31, 2024 | |||||||||||
| Lease liability - operating leases | $ | 447,473 | $ | 452,956 | ||||||||||
| Rent received in advance and other deferred revenue | 349,311 | 352,334 | ||||||||||||
| Lease liability - financing leases | 77,995 | 77,190 | ||||||||||||
| Security deposits | 35,983 | 35,594 | ||||||||||||
| Other items | 5,197 | 5,054 | ||||||||||||
| $ | 915,959 | $ | 923,128 |
4. Investments in Real Estate
A. Acquisitions of Real Estate
Below is a summary of our acquisitions for the three months ended March 31, 2025 (unaudited):
| Number of Properties | Leasable Square Feet (in thousands) | Investment ($ in millions) | Weighted Average Lease Term (Years) | Initial Weighted Average Cash Yield (1) | |||||||||||||||||||||||||
| Acquisitions | |||||||||||||||||||||||||||||
| U.S. real estate | 34 | 1,038 | $ | 201.6 | 12.2 | 6.9 | % | ||||||||||||||||||||||
| Europe real estate | 16 | 2,689 | 824.7 | 3.9 | 7.0 | % | |||||||||||||||||||||||
| Total real estate acquisitions | 50 | 3,727 | $ | 1,026.3 | 5.6 | 7.0 | % | ||||||||||||||||||||||
| Real Estate Properties Under Development | |||||||||||||||||||||||||||||
| U.S. real estate | 55 | 1,994 | $ | 70.2 | 16.8 | 7.2 | % | ||||||||||||||||||||||
| Europe real estate | 13 | 319 | 68.7 | 10.8 | 7.5 | % | |||||||||||||||||||||||
| Total real estate properties under development | 68 | 2,313 | $ | 138.9 | 13.7 | 7.4 | % | ||||||||||||||||||||||
| Total (2) | 118 | 6,040 | $ | 1,165.2 | 6.6 | 7.0 | % |
(1)The initial weighted average cash yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property. Since it is possible that a client could default on the payment of base rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables), we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above. Contractual net operating income used in the calculation of initial weighted average cash yield includes approximately $0.8 million received as settlement credits as reimbursement of free rent periods for the three months ended March 31, 2025.
In the case of a property under development or expansion, the contractual lease rate is generally fixed such that rent varies based on the actual total investment in order to provide a fixed rate of return. When the lease does not provide for a fixed rate of return on a property under development or expansion, the initial weighted average cash yield is computed as follows: estimated cash net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs.
(2)Our clients occupying the new properties are 90.3% retail and 9.7% industrial based on net operating income. Approximately 29% of the net operating income generated from acquisitions during the three months ended March 31, 2025 was from investment grade rated clients, their subsidiaries, or affiliated companies at the date of acquisition.
The aggregate purchase price, excluding properties under development as of March 31, 2025, has been allocated as follows (in millions):
| Acquisitions - USD | Acquisitions - Sterling | Acquisitions - Euro | |||||||||||||||
| Land | $ | 41.2 | £ | 149.8 | € | 56.1 | |||||||||||
| Buildings and improvements | 164.7 | 179.7 | 153.4 | ||||||||||||||
| Lease intangible assets (1) | 39.8 | 54.3 | 35.0 | ||||||||||||||
| Other assets (2) | 5.8 | 63.4 | — | ||||||||||||||
| Lease intangible liabilities (3) | (10.3) | (3.5) | (4.8) | ||||||||||||||
| Total | $ | 241.2 | £ | 443.7 | € | 239.7 |
(1)The weighted average amortization period for acquired lease intangible assets is 7.2 years.
(2)USD-denominated other assets consist entirely of $5.8 million of financing receivables allocated to sales-leaseback transactions. Sterling-denominated other assets consist entirely of £63.4 million of right-of-use assets accounted for as finance leases.
(3)The weighted average amortization period for acquired lease intangible liabilities is 14.1 years.
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The properties acquired during the three months ended March 31, 2025 generated total revenue and net income of $6.6 million and $2.3 million, respectively.
B. Investments in Existing Properties
During the three months ended March 31, 2025, we capitalized costs of $30.7 million on existing properties in our portfolio, consisting of $29.8 million for non-recurring building improvements, $0.9 million for re-leasing costs, and less than $0.1 million for recurring capital expenditures. In comparison, during the three months ended March 31, 2024, we capitalized costs of $7.4 million on existing properties in our portfolio, consisting of $6.4 million for non-recurring building improvements, $0.9 million for re-leasing costs, and less than $0.1 million for recurring capital expenditures.
C. Properties with Existing Leases
The value of the in-place and above-market leases is recorded to 'Lease intangible assets, net' on our consolidated balance sheets, and the value of the below-market leases is recorded to 'Lease intangible liabilities, net' on our consolidated balance sheets.
The values of the in-place leases are amortized as depreciation and amortization expense. The amounts amortized to expense for all of our in-place leases, for the three months ended March 31, 2025 and 2024 were $213.2 million and $211.5 million, respectively.
The values of the above-market and below-market leases are amortized over the term of the respective leases, including any bargain renewal options, as an adjustment to rental revenue in our consolidated statements of income and comprehensive income. The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the three months ended March 31, 2025 and 2024 were $9.7 million and $9.1 million, respectively. If a lease was to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be recorded to revenue or expense, as appropriate.
The following table presents the estimated impact during the next five years and thereafter related to the amortization of the above-market and below-market lease intangibles and the amortization of the in-place lease intangibles at March 31, 2025 (in thousands):
| Net increase (decrease) to rental revenue | Increase to amortization expense | ||||||||||
| 2025 | $ | (27,936) | $ | 605,511 | |||||||
| 2026 | (39,553) | 711,360 | |||||||||
| 2027 | (39,149) | 603,914 | |||||||||
| 2028 | (30,388) | 509,598 | |||||||||
| 2029 | (26,211) | 439,120 | |||||||||
| Thereafter | 337,843 | 1,910,474 | |||||||||
| Total | $ | 174,606 | $ | 4,779,977 |
D. Gain on Sales of Real Estate
The following table summarizes our properties sold during the periods indicated below (dollars in millions):
| Three months ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Number of properties | 55 | 46 | |||||||||||||||||||||||||||
| Net sales proceeds | $ | 92.6 | $ | 95.6 | |||||||||||||||||||||||||
| Gain on sales of real estate | $ | 22.5 | $ | 16.6 |
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5. Investments in Unconsolidated Entities
The following is a summary of our investments in unconsolidated entities as of March 31, 2025 and December 31, 2024 (dollars in thousands):
| Ownership % | Number of Properties | Carrying Amount (1) of Investment as of | Equity in earnings (losses) of unconsolidated entities | ||||||||||||||||||||||||||||||||||||||
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||||||||
| As of March 31, 2025 | March 31, 2025 | December 31, 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| Data Center Joint Venture | 80.0% | 2 | $ | 302,837 | $ | 299,165 | $ | 3,674 | $ | 194 | |||||||||||||||||||||||||||||||
| Bellagio Las Vegas Joint Venture - Common Equity Interest (2) | 21.9% | 1 | 268,984 | 274,057 | 683 | (2,875) | |||||||||||||||||||||||||||||||||||
| Bellagio Las Vegas Joint Venture - Preferred Equity Interest (2) | n/a | n/a | 650,000 | 650,000 | — | — | |||||||||||||||||||||||||||||||||||
| Passport Park Joint Venture (3) | 95.0% | 3 | 11,879 | 6,477 | — | — | |||||||||||||||||||||||||||||||||||
| Industrial Partnerships | n/a | n/a | — | — | — | 1,005 | |||||||||||||||||||||||||||||||||||
| Total investment in unconsolidated entities | $ | 1,233,700 | $ | 1,229,699 | $ | 4,357 | $ | (1,676) |
(1)As of March 31, 2025, the total carrying amount of the investments exceeded the underlying equity in net assets (i.e., basis difference) by $7.9 million. This basis difference is primarily due to the capitalized interest related to the data center joint venture development funding.
(2)During the three months ended March 31, 2025 and 2024, we recognized interest income of $13.0 million for 8.1% preferential cumulative distributions, included within 'Other' revenue in our consolidated statements of income and comprehensive income. The unconsolidated entity had total debt outstanding of $3.0 billion as of March 31, 2025, all of which was non-recourse to us with limited customary exceptions.
(3)As of March 31, 2025, we hold a 95.0% common equity interest in the joint venture with Trammell Crow Company ("TCC"), with $7.7 million in preferred equity. We have committed to investing an additional $152.3 million for development of three industrial facilities. We have determined that we are not the primary beneficiary of this VIE because significant activities affecting economic performance are shared. TCC is the managing member, and we do not have substantive kick-out rights. We will continuously evaluate whether we are the primary beneficiary as power to direct significant activities can change during the joint venture's life. Our maximum loss exposure is limited to our common and preferred equity investments and committed funding.
6. Investments in Loans and Financing Receivables
A. Loans
The following table presents information about our loans as of March 31, 2025 and December 31, 2024 (dollars in millions):
| March 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| Maturity | Interest Rates (1) | Principal | Amortized Cost | Allowance | Carrying Amount (2) | |||||||||||||||||||||||||||||||||
| Senior Secured Notes Receivable | October 2029 - November 2030 | 8.125% - SONIA+5.75% | $ | 830.5 | $ | 824.2 | $ | (11.8) | $ | 812.4 | ||||||||||||||||||||||||||||
| Mortgage Loan | September 2038 | 8.37% | 33.5 | 33.5 | — | 33.5 | ||||||||||||||||||||||||||||||||
| Unsecured and Other Loans (3) | December 2026 - December 2028 | 10.25% - 11.00% | 211.0 | 211.1 | (2.3) | 208.8 | ||||||||||||||||||||||||||||||||
| Total | $ | 1,075.0 | $ | 1,068.8 | $ | (14.1) | $ | 1,054.7 | ||||||||||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||||||||||||||
| Maturity | Interest Rates (1) | Principal | Amortized Cost | Allowance | Carrying Amount (2) | |||||||||||||||||||||||||||||||||
| Senior Secured Notes Receivable | October 2029 - November 2030 | 8.125% - SONIA+5.75% | $ | 803.7 | $ | 797.2 | $ | (11.4) | $ | 785.8 | ||||||||||||||||||||||||||||
| Mortgage Loan | September 2038 | 8.37% | 33.5 | 33.5 | — | 33.5 | ||||||||||||||||||||||||||||||||
| Unsecured Loan | December 2026 | 11.00% | 11.0 | 10.1 | (0.9) | 9.2 | ||||||||||||||||||||||||||||||||
| Total | $ | 848.2 | $ | 840.8 | $ | (12.3) | $ | 828.5 |
(1) As of March 31, 2025 and December 31, 2024, we held two interest-only notes bearing interest at Sterling Overnight Indexed Average (“SONIA”) plus a margin.
(2) As of March 31, 2025 and December 31, 2024, the total carrying amount of the investment in loans excludes accrued interest of $29.4 million and $13.8 million, respectively, which is presented in 'Other assets, net' on our consolidated balance sheets.
(3) In February 2025, we invested $200.0 million in a loan, maturing in December 2028 with two 12-month extension options. This interest-only loan bears interest at either a cash rate of 10.25% or a payment-in-kind rate of 10.75%. We paid $199.8 million for this loan and incurred $1.1 million in origination costs. The discount and deferred costs are being amortized over the loan term.
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B. Financing Receivables
The following table presents information about our investments in sale-leaseback transactions accounted for as financing receivables in accordance with ASC 842, Leases as of March 31, 2025 and December 31, 2024 (dollars in millions):
| Carrying Value as of | |||||||||||||||||
| Maturity | March 31, 2025 | December 31, 2024 | |||||||||||||||
| Financing receivables, net | 2028 - 2048 | $ | 1,582.8 | $ | 1,609.0 | ||||||||||||
| Total | $ | 1,582.8 | $ | 1,609.0 |
C. Allowance for Credit Losses
The following table summarizes the activity within the allowance for credit losses related to loans and financing receivable for the three months ended March 31, 2025 (in millions):
| Loans Receivable | Financing Receivable | Total | |||||||||||||||
| Allowance for credit losses at December 31, 2024 | $ | 12.3 | $ | 99.2 | $ | 111.5 | |||||||||||
| Provisions for credit losses (1) | 1.5 | 17.7 | 19.2 | ||||||||||||||
| Foreign currency remeasurement | 0.3 | — | 0.3 | ||||||||||||||
| Allowance for credit losses at March 31, 2025 | $ | 14.1 | $ | 116.9 | $ | 131.0 |
(1) For the three months ended March 31, 2025, the provisions for credit losses on loans receivable were primarily due to initial expected credit losses on a loan acquired in February 2025. The increase in credit losses on financing receivables was largely attributable to deterioration in the creditworthiness on certain clients.
7. Revolving Credit Facility and Commercial Paper Programs
A. Revolving Credit Facility
As of March 31, 2025, we have a $4.25 billion unsecured revolving multi-currency revolving credit facility that matures in June 2026, includes two six-month extensions that can be exercised at our option, and allows us to borrow in up to 14 currencies, including USD. Our revolving credit facility also has a $1.0 billion expansion option, which is subject to obtaining lender commitments. Under our revolving credit facility, our investment grade credit ratings at March 31, 2025 provide for USD borrowings at 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, for British Pound Sterling ("GBP") borrowings, at the SONIA, plus 0.725% with a SONIA adjustment charge of 0.0326% and a revolving credit facility fee of 0.125%, for all-in pricing of 0.8826% over SONIA, and Euro ("EUR") borrowings at one-month Euro Interbank Offered Rate (“EURIBOR”), plus 0.725%, and a revolving credit facility fee of 0.125%, for all-in pricing of 0.85% over one-month EURIBOR.
As of March 31, 2025, we had a borrowing capacity of $2.96 billion available on our revolving credit facility (subject to customary conditions to borrowing) and an outstanding balance of $1.3 billion, including £577.0 million GBP and €501.0 million EUR borrowings, as compared to an outstanding balance at December 31, 2024 of $1.1 billion, including £376.0 million GBP and €572.0 million EUR borrowings.
The weighted average interest rate on outstanding borrowings under our revolving credit facility was 4.5% and 6.2% during the three months ended March 31, 2025 and 2024, respectively. At March 31, 2025, our weighted average interest rate on borrowings outstanding under our revolving credit facility was 4.3%. Our revolving credit facility is subject to various leverage and interest coverage ratio limitations, and at March 31, 2025, we were in compliance with the covenants under our revolving credit facility.
As of March 31, 2025, credit facility origination costs of $6.1 million are included in 'Other assets, net', as compared to $7.3 million at December 31, 2024, on our consolidated balance sheets. These costs are being amortized over the remaining term of our revolving credit facility.
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B. Commercial Paper Programs
We have a USD-denominated unsecured commercial paper program, under which we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $1.5 billion, as well as a EUR-denominated unsecured commercial paper program, which permits us to issue additional unsecured commercial notes up to a maximum aggregate amount of $1.5 billion (or foreign currency equivalent). Our EUR-denominated unsecured commercial paper program may be issued in USD or various foreign currencies, including but not limited to, EUR, GBP, Swiss Francs, Yen, Canadian Dollars, and Australian Dollars, in each case, pursuant to customary terms in the European commercial paper market.
The commercial paper ranks pari passu in right of payment with all of our other unsecured senior indebtedness outstanding, exclusive of unexchanged bonds from our merger with VEREIT, Inc. in 2021 and unexchanged Spirit bonds, including borrowings under our revolving credit facility, our term loans and our outstanding senior unsecured notes (and is structurally subordinated to all our subsidiary debt). Proceeds from commercial paper borrowings are used for general corporate purposes.
As of March 31, 2025, the balance of borrowings outstanding under our commercial paper programs was $413.4 million, including €382.0 million of EUR borrowings, as compared to $67.3 million outstanding commercial paper borrowings, including €65.0 million of EUR borrowings, at December 31, 2024. The weighted average interest rate on outstanding borrowings under our commercial paper programs was 3.3% and 4.5% for the three months ended March 31, 2025 and 2024, respectively. We use our revolving credit facility as a liquidity backstop for the repayment of the notes issued under the commercial paper programs. The commercial paper borrowings generally carry a term of less than a year.
We regularly review our revolving credit facility and commercial paper programs and may seek to extend, renew, or replace our revolving credit facility and commercial paper programs, to the extent we deem appropriate.
8. Term Loans
In January 2024, in connection with the Merger, we entered into an amended and restated term loan agreement (which replaced Spirit's then-existing term loans with various lenders). The amended and restated term loan agreements are fixed through interest rate swaps at a weighted average interest rate of 3.9%. Pursuant to the amended and restated term loan agreement, we borrowed $800.0 million in aggregate total borrowings, $300.0 million of which matures in August 2025 and $500.0 million of which matures in August 2027 (the “$800 million term loan agreement”). We also entered into an amended and restated term loan agreement pursuant to which we borrowed $500.0 million in aggregate total borrowings which matures in June 2025 (the “$500 million term loan agreement”).
We also have a 2023 term loan agreement which allows us to incur up to an aggregate of $1.5 billion in multi-currency borrowings. In January 2024, we entered into interest rate swaps which fix our per annum interest rate at 4.9% until maturity in January 2026. As of March 31, 2025, we had $1.1 billion in multi-currency borrowings, including $90.0 million, £705.0 million, and €85.0 million in outstanding borrowings. 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 GBP-denominated loans, and EURIBOR for EUR-denominated loans.
Deferred financing costs were $1.6 million at March 31, 2025 and are included net of the term loans' principal balance, as compared to $2.2 million at December 31, 2024 on our consolidated balance sheets. These costs are being amortized over the remaining term of the term loans. As of March 31, 2025, we were in compliance with the covenants contained in the term loans.
9. Mortgages Payable
During the three months ended March 31, 2025, we made $39.5 million in principal payments, including the full repayment of one mortgage for $39.0 million. No mortgages were assumed during the three months ended March 31, 2025.
Our mortgages contain customary covenants, such as limiting our ability to further mortgage each applicable property or to discontinue insurance coverage without the prior consent of the lender. At March 31, 2025, we were in compliance with these covenants.
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The following table summarizes our mortgages payable as of March 31, 2025 and December 31, 2024 (dollars in millions):
| As Of | Number of Properties (1) | Weighted Average Stated Interest Rate | Weighted Average Effective Interest Rate | Weighted Average Remaining Years Until Maturity | Remaining Principal Balance | Unamortized Discount and Deferred Financing Costs Balance, net | Mortgages Payable Balance | ||||||||||||||||||||||||||||||||||
| March 31, 2025 | 16 | 4.8 | % | 5.9 | % | 2.4 | $ | 43.0 | $ | (0.4) | $ | 42.6 | |||||||||||||||||||||||||||||
| December 31, 2024 | 17 | 4.0 | % | 4.5 | % | 1.4 | $ | 81.3 | $ | (0.5) | $ | 80.8 |
(1)At March 31, 2025, there were 10 mortgages on 16 properties and at December 31, 2024, there were 11 mortgages on 17 properties. The mortgages require monthly payments with principal payments due at maturity. At March 31, 2025 and December 31, 2024, all mortgages were at fixed interest rates.
The following table summarizes the maturity of mortgages payable as of March 31, 2025, excluding $0.4 million related to unamortized net discounts and deferred financing costs (dollars in millions):
| Year of Maturity | Principal | |||||||
| 2025 | $ | 5.1 | ||||||
| 2026 | 12.0 | |||||||
| 2027 | 22.3 | |||||||
| 2028 | 1.3 | |||||||
| 2029 | 1.3 | |||||||
| Thereafter | 1.0 | |||||||
| Total | $ | 43.0 |
10. Notes Payable
A. General
At March 31, 2025, our senior unsecured notes and bonds are USD-denominated, GBP-denominated, and EUR-denominated. Foreign-denominated notes are converted at the applicable exchange rate on the balance sheet date. The following are sorted by maturity date (in thousands):
| Maturity Dates | Principal (Currency Denomination) | Carrying Value (USD) as of | ||||||||||||||||||||||||
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| 3.875% Notes due 2025 | April 15, 2025 | $ | 500,000 | $ | 500,000 | $ | 500,000 | |||||||||||||||||||
| 4.625% Notes due 2025 | November 1, 2025 | $ | 549,997 | 549,997 | 549,997 | |||||||||||||||||||||
| 5.050% Notes due 2026 | January 13, 2026 | $ | 500,000 | 500,000 | 500,000 | |||||||||||||||||||||
| 0.750% Notes due 2026 | March 15, 2026 | $ | 325,000 | 325,000 | 325,000 | |||||||||||||||||||||
| 4.875% Notes due 2026 | June 1, 2026 | $ | 599,997 | 599,997 | 599,997 | |||||||||||||||||||||
| 4.450% Notes due 2026 | September 15, 2026 | $ | 299,968 | 299,968 | 299,968 | |||||||||||||||||||||
| 4.125% Notes due 2026 | October 15, 2026 | $ | 650,000 | 650,000 | 650,000 | |||||||||||||||||||||
| 1.875% Notes due 2027 (1) | January 14, 2027 | £ | 250,000 | 323,390 | 312,975 | |||||||||||||||||||||
| 3.000% Notes due 2027 | January 15, 2027 | $ | 600,000 | 600,000 | 600,000 | |||||||||||||||||||||
| 3.200% Notes due 2027 | January 15, 2027 | $ | 299,984 | 299,984 | 299,984 | |||||||||||||||||||||
| 1.125% Notes due 2027 (1) | July 13, 2027 | £ | 400,000 | 517,424 | 500,760 | |||||||||||||||||||||
| 3.950% Notes due 2027 | August 15, 2027 | $ | 599,873 | 599,873 | 599,873 | |||||||||||||||||||||
| 3.650% Notes due 2028 | January 15, 2028 | $ | 550,000 | 550,000 | 550,000 | |||||||||||||||||||||
| 3.400% Notes due 2028 | January 15, 2028 | $ | 599,816 | 599,816 | 599,816 | |||||||||||||||||||||
| 2.100% Notes due 2028 | March 15, 2028 | $ | 449,994 | 449,994 | 449,994 | |||||||||||||||||||||
| 2.200% Notes due 2028 | June 15, 2028 | $ | 499,959 | 499,959 | 499,959 | |||||||||||||||||||||
| 4.700% Notes due 2028 | December 15, 2028 | $ | 400,000 | 400,000 | 400,000 | |||||||||||||||||||||
| 4.750% Notes due 2029 | February 15, 2029 | $ | 450,000 | 450,000 | 450,000 | |||||||||||||||||||||
| 3.250% Notes due 2029 | June 15, 2029 | $ | 500,000 | 500,000 | 500,000 |
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| Maturity Dates | Principal (Currency Denomination) | Carrying Value (USD) as of | ||||||||||||||||||||||||
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| 4.000% Notes due 2029 | July 15, 2029 | $ | 399,999 | 399,999 | 399,999 | |||||||||||||||||||||
| 5.000% Notes due 2029 (1) | October 15, 2029 | £ | 350,000 | 452,746 | 438,165 | |||||||||||||||||||||
| 3.100% Notes due 2029 | December 15, 2029 | $ | 599,291 | 599,291 | 599,291 | |||||||||||||||||||||
| 3.400% Notes due 2030 | January 15, 2030 | $ | 500,000 | 500,000 | 500,000 | |||||||||||||||||||||
| 4.850% Notes due 2030 | March 15, 2030 | $ | 600,000 | 600,000 | 600,000 | |||||||||||||||||||||
| 3.160% Notes due 2030 | June 30, 2030 | £ | 140,000 | 181,098 | 175,266 | |||||||||||||||||||||
| 4.875% Notes due 2030 (1) | July 6, 2030 | € | 550,000 | 595,166 | 569,415 | |||||||||||||||||||||
| 1.625% Notes due 2030 (1) | December 15, 2030 | £ | 400,000 | 517,424 | 500,760 | |||||||||||||||||||||
| 3.250% Notes due 2031 | January 15, 2031 | $ | 950,000 | 950,000 | 950,000 | |||||||||||||||||||||
| 3.200% Notes due 2031 | February 15, 2031 | $ | 449,995 | 449,995 | 449,995 | |||||||||||||||||||||
| 5.750% Notes due 2031 (1) | December 5, 2031 | £ | 300,000 | 388,068 | 375,570 | |||||||||||||||||||||
| 2.700% Notes due 2032 | February 15, 2032 | $ | 350,000 | 350,000 | 350,000 | |||||||||||||||||||||
| 3.180% Notes due 2032 | June 30, 2032 | £ | 345,000 | 446,278 | 431,906 | |||||||||||||||||||||
| 5.625% Notes due 2032 | October 13, 2032 | $ | 750,000 | 750,000 | 750,000 | |||||||||||||||||||||
| 2.850% Notes due 2032 | December 15, 2032 | $ | 699,655 | 699,655 | 699,655 | |||||||||||||||||||||
| 1.800% Notes due 2033 | March 15, 2033 | $ | 400,000 | 400,000 | 400,000 | |||||||||||||||||||||
| 1.750% Notes due 2033 (1) | July 13, 2033 | £ | 350,000 | 452,746 | 438,165 | |||||||||||||||||||||
| 4.900% Notes due 2033 | July 15, 2033 | $ | 600,000 | 600,000 | 600,000 | |||||||||||||||||||||
| 5.125% Notes due 2034 | February 15, 2034 | $ | 800,000 | 800,000 | 800,000 | |||||||||||||||||||||
| 2.730% Notes due 2034 | May 20, 2034 | £ | 315,000 | 407,472 | 394,348 | |||||||||||||||||||||
| 5.125% Notes due 2034 (1) | July 6, 2034 | € | 550,000 | 595,166 | 569,415 | |||||||||||||||||||||
| 5.875% Bonds due 2035 | March 15, 2035 | $ | 250,000 | 250,000 | 250,000 | |||||||||||||||||||||
| 3.390% Notes due 2037 | June 30, 2037 | £ | 115,000 | 148,759 | 143,969 | |||||||||||||||||||||
| 6.000% Notes due 2039 (1) | December 5, 2039 | £ | 450,000 | 582,102 | 563,355 | |||||||||||||||||||||
| 5.250% Notes due 2041 (1) | September 4, 2041 | £ | 350,000 | 452,746 | 438,165 | |||||||||||||||||||||
| 2.500% Notes due 2042 (1) | January 14, 2042 | £ | 250,000 | 323,390 | 312,975 | |||||||||||||||||||||
| 4.650% Notes due 2047 | March 15, 2047 | $ | 550,000 | 550,000 | 550,000 | |||||||||||||||||||||
| 5.375% Notes due 2054 | September 1, 2054 | $ | 500,000 | 500,000 | 500,000 | |||||||||||||||||||||
| Total principal amount | $ | 23,157,503 | $ | 22,938,737 | ||||||||||||||||||||||
| Unamortized net discounts and deferred financing costs (2) | (278,478) | (281,145) | ||||||||||||||||||||||||
| $ | 22,879,025 | $ | 22,657,592 |
(1) Interest paid annually. Interest on the remaining senior unsecured notes and bond obligations included in the table is paid semi-annually.
(2) As a result of the Merger, the carrying values of the senior notes exchanged were adjusted to fair value.
The following table summarizes the maturity of our notes and bonds payable as of March 31, 2025, excluding unamortized net discounts, deferred financing costs (dollars in millions):
| Year of Maturity | Principal | |||||||
| 2025 | $ | 1,050.0 | ||||||
| 2026 | 2,375.0 | |||||||
| 2027 | 2,340.7 | |||||||
| 2028 | 2,499.8 | |||||||
| 2029 | 2,402.0 | |||||||
| Thereafter | 12,490.0 | |||||||
| Total | $ | 23,157.5 |
As of March 31, 2025, the weighted average interest rate on our notes and bonds payable was 3.8%, and the weighted average remaining years until maturity was 6.3 years.
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Interest incurred on all of the notes and bonds was $219.9 million and $200.5 million for the three months ended March 31, 2025 and 2024, respectively.
Our outstanding notes and bonds are unsecured; accordingly, we have not pledged any assets as collateral for these or any other obligations.
All of these notes and bonds contain various covenants, including: (i) a limitation on incurrence of any debt which would cause our debt to total adjusted assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause our secured debt to total adjusted assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of our outstanding unsecured debt. At March 31, 2025, we were in compliance with these covenants.
11. Noncontrolling Interests
As of March 31, 2025, we have ten entities with noncontrolling interests that we consolidate, including an operating partnership, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us.
The following table represents the change in the carrying value of all noncontrolling interests through March 31, 2025 (in thousands):
| Realty Income, L.P. units (1) | Other Noncontrolling Interests | Total | |||||||||||||||||||||
| Carrying value at December 31, 2024 | $ | 167,803 | $ | 43,145 | $ | 210,948 | |||||||||||||||||
| Contributions | — | 1,342 | 1,342 | ||||||||||||||||||||
| Distributions | (2,210) | (801) | (3,011) | ||||||||||||||||||||
| Allocation of net income | 1,486 | 161 | 1,647 | ||||||||||||||||||||
| Carrying value at March 31, 2025 | $ | 167,079 | $ | 43,847 | $ | 210,926 |
(1) 2,681,808 units were outstanding as of both March 31, 2025 and December 31, 2024.
At March 31, 2025, we are considered the primary beneficiary of Realty Income, L.P. and other VIEs. For further information, see note 1, Summary of Significant Accounting Policies.
12. Fair Value Measurements
Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).
ASC 820, Fair Value Measurements and Disclosures, sets forth a fair value hierarchy that categorizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. Categorization within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
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Level 1 – Quoted market prices in active markets for identical assets and liabilities
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Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other market-corroborated inputs
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Level 3 – Inputs that are unobservable and significant to the overall fair value measurement
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The following tables present the carrying values and estimated fair values of financial instruments as of March 31, 2025 and December 31, 2024 (in millions):
| March 31, 2025 | ||||||||||||||||||||||||||
| Hierarchy Level | ||||||||||||||||||||||||||
| Carrying Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Loans receivable | $ | 1,054.7 | $ | — | $ | 801.1 | $ | 243.9 | ||||||||||||||||||
| Derivative assets | 18.6 | — | 18.6 | — | ||||||||||||||||||||||
| Total assets | $ | 1,073.3 | $ | — | $ | 819.7 | $ | 243.9 | ||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Mortgages payable | $ | 43.0 | $ | — | $ | — | $ | 42.2 | ||||||||||||||||||
| Notes and bonds payable | 23,157.5 | — | 20,945.3 | 957.0 | ||||||||||||||||||||||
| Derivative liabilities | 100.7 | — | 100.7 | — | ||||||||||||||||||||||
| Total liabilities | $ | 23,301.2 | $ | — | $ | 21,046.0 | $ | 999.2 |
| December 31, 2024 | ||||||||||||||||||||||||||
| Hierarchy Level | ||||||||||||||||||||||||||
| Carrying Value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Loans receivable | $ | 828.5 | $ | — | $ | 791.4 | $ | 43.7 | ||||||||||||||||||
| Derivative assets | 47.2 | — | 47.2 | — | ||||||||||||||||||||||
| Total assets | $ | 875.7 | $ | — | $ | 838.6 | $ | 43.7 | ||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Mortgages payable | $ | 81.3 | $ | — | $ | — | $ | 80.0 | ||||||||||||||||||
| Notes and bonds payable | 22,938.7 | — | 20,665.5 | 928.0 | ||||||||||||||||||||||
| Derivative liabilities | 81.5 | — | 81.5 | — | ||||||||||||||||||||||
| Total liabilities | $ | 23,101.5 | $ | — | $ | 20,747.0 | $ | 1,008.0 |
A. Financial Instruments Not Measured at Fair Value on our Consolidated Balance Sheets
The fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow deposits, accounts payable, distributions payable, revolving credit facility payable and commercial paper borrowings, and other liabilities approximate their carrying value in the accompanying consolidated balance sheets, due to their short-term nature. The aggregate fair value of our term loans approximates carrying value due to the frequent repricing of the variable interest rate charged on the borrowing.
The following table reflects the carrying amounts and estimated fair values of our financial instruments not measured at fair value on our consolidated balance sheets (in millions):
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Carrying value | Fair value | Carrying value | Fair value | |||||||||||||||||||||||
| Loans receivable | $ | 1,054.7 | $ | 1,045.0 | $ | 828.5 | $ | 835.1 | ||||||||||||||||||
| Mortgages payable (1) | $ | 43.0 | $ | 42.2 | $ | 81.3 | $ | 80.0 | ||||||||||||||||||
| Notes and bonds payable (1) | $ | 23,157.5 | $ | 21,902.2 | $ | 22,938.7 | $ | 21,593.5 |
(1) Excludes non-cash net premiums and discounts as well as deferred financing costs recorded on mortgages payable. Excludes non-cash net premiums and discounts, deferred financing costs, and the cumulative basis adjustment on fair value hedges recorded on notes payable.
The estimated fair values of our mortgage loan receivable, unsecured and mezzanine loans, mortgages payable, and private senior notes payable have been calculated by discounting the future cash flows using an interest rate based upon the relevant input, such as forward interest rate curve, plus an applicable credit-adjusted spread. Because this methodology includes unobservable inputs that reflect our own internal assumptions and calculations, the measurement of estimated fair values related to the named financial instruments are categorized as level 3 of the fair value hierarchy.
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The estimated fair values of our senior secured loans receivable, publicly-traded senior notes and bonds payable are based upon indicative market prices and recent trading activity of each financial instrument. Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to these financial instruments is categorized as level 2 of the fair value hierarchy.
B. Financial Instruments Measured at Fair Value on a Recurring Basis
For derivative assets and liabilities, we may utilize interest rate swaps, interest rate swaptions, and forward-starting swaps to manage interest rate risk, and cross-currency swaps, currency exchange swaps, and foreign currency forwards to manage foreign currency risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, spot and forward rates, as well as option volatility.
Derivative fair values also include credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although we have determined that the majority of the inputs used to value our derivatives fall within level 2 on the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize level three inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by ourselves and our counterparties. However, at March 31, 2025 and December 31, 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we determined that our derivative valuations in their entirety are classified as level 2. For more details on our derivatives, see note 13, Derivative Instruments*.*
C. Items Measured at Fair Value on a Non-Recurring Basis
Impairment of Real Estate Investments
Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments only under certain circumstances, such as when an impairment write-down occurs.
Depending on impairment triggering events during the applicable period, impairments are typically recorded for properties sold, in the process of being sold, vacant, in bankruptcy, or experiencing difficulties with collection of rent.
The following table summarizes our provisions for impairment on real estate investments during the periods indicated below (in millions):
| Three months ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Carrying value prior to impairment | $ | 208.7 | $ | 191.1 | |||||||||||||||||||||||||
| Less: total provisions for impairment of real estate (1) | (97.4) | (88.2) | |||||||||||||||||||||||||||
| Carrying value after impairment | $ | 111.3 | $ | 102.9 | |||||||||||||||||||||||||
(1) Real estate assets that were deemed to be impaired for the three months ended March 31, 2025 primarily relate to properties leased to clients in bankruptcies or financial distress, as well as properties that are more likely than not to be sold in the next twelve months.
The valuation of impaired assets is determined using valuation techniques including applying a capitalization rate to estimated net operating income of a property, analysis of recent comparable sales transactions and purchase offers received from third parties, which are level 3 inputs. We may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of such real estate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results.
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13. Derivative Instruments
In the normal course of business, our operations are exposed to economic risks from interest rates and foreign currency exchange rates. We may enter into derivative financial instruments to offset these underlying economic risks.
Derivatives Designated as Hedging Instruments - Cash Flow Hedges
We enter into foreign currency forward contracts to sell GBP and EUR and buy USD to hedge the foreign currency risk associated with interest payments on intercompany loans denominated in GBP and EUR. Forward points on the forward contracts are included in the assessment of hedge effectiveness. We also execute variable-to-fixed interest rate swaps and use interest rate swaption agreements to add stability to interest expense and to manage our exposure to interest rate movements associated with our term loans or forecasted transactions. When it is probable that the forecasted transaction will not occur by the end of the specific time period or within an additional two-month period thereafter, the net derivative instrument gain or loss and any gains and losses that were reported in AOCI pursuant to the hedge of a forecasted transaction are recognized immediately in earnings through the caption entitled 'Interest' in our consolidated statements of income and comprehensive income.
Derivatives Designated as Hedging Instruments - Fair Value Hedges
Periodically, we enter into and designate fixed-to-floating interest rate swaps to manage interest rate risk by managing our mix of fixed-rate and variable-rate debt. These swaps involve the receipt of fixed-rate amounts for variable interest rate payments over the life of the swaps without exchange of the underlying principal amount. We also designate some of our cross-currency swaps as fair value hedges as we use them to hedge foreign currency risk associated with changes in spot rates on foreign-denominated debt. For these hedging instruments, we have elected to exclude the change in fair value of the cross-currency swaps related to both time value and cross-currency basis spread from the assessment of hedge effectiveness (the "excluded component"). Changes in the fair value of the cross-currency swaps attributable to these excluded components are recorded to other comprehensive income and subsequently recognized in 'Foreign currency and derivative (loss) gain, net' on a systematic and rational basis, as net cash settlements and interest accruals on the respective cross currency swaps occur, over the remaining life of the hedging instruments.
Derivatives Designated as Hedging Instruments - Net Investment Hedges
To mitigate the foreign currency exchange rate variations associated with our investment in EUR-denominated foreign operations, we may enter into derivative instruments, such as cross-currency swaps that qualify as net investment hedges under the criteria prescribed in accordance with ASC 815-20, Hedging - General. We use the spot method of assessing hedge effectiveness and apply the consistent election to the excluded component by recognizing changes in the fair value of the hedging instruments attributable to the excluded component in the same manner as described above. Any difference between the change in the fair value of the excluded components and the amounts recognized in earnings is reported in other comprehensive income as part of the foreign cumulative translation adjustment. The gain or loss on the portion of the derivative instruments included in the assessment of effectiveness is reported in other comprehensive income as part of the 'Foreign currency translation adjustment' line item, to the extent the relationship is highly effective. If our net investment changes during a reporting period, the hedge relationship will be assessed for whether a de-designation is warranted (only if the hedge notional amount is outside of prescribed tolerance). Further, certain EUR-denominated bonds and borrowings under our revolving credit facility and term loans may be also designated as, and are effective as, net investment hedges. Changes in the value of such borrowings, related to changes in the spot rates, will be recorded in the same manner as foreign currency translation adjustments. As of March 31, 2025, the total principal amount of foreign currency debt obligations designated as net investment hedges was $106.8 million.
Derivatives Not Designated as Hedging Instruments
We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP and EUR. These derivative contracts generally mature within one year and are not designated as hedge instruments for accounting purposes. As the currency exchange swap is not accounted for as a hedging instrument, the change in fair value is recorded in earnings through the caption entitled 'Foreign currency and derivative (loss) gain, net' in our consolidated statements of income and comprehensive income.
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The following table summarizes the terms and fair values of our derivative financial instruments at March 31, 2025 and December 31, 2024 (dollars in millions):
| Derivative Type | Number of Instruments (1) | Notional Amount as of | Weighted Average Strike Rate (2) | Maturity Date (3) | Fair Value - asset (liability) as of | |||||||||||||||||||||||||||
| Derivatives Designated as Hedging Instruments | March 31, 2025 | December 31, 2024 | March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||
| Interest rate swaps (4) | 10 | $ | 2,180.0 | $ | 2,180.0 | 3.40% | Jun 2025 - Aug 2027 | $ | 15.0 | $ | 24.3 | |||||||||||||||||||||
| Interest rate swaptions (5) | 3 | 250.0 | — | (6) | Apr 2035 | (0.3) | — | |||||||||||||||||||||||||
| Cross-currency swaps - Fair Value | 3 | 320.0 | 320.0 | (7) | Oct 2032 | (47.1) | (42.2) | |||||||||||||||||||||||||
| Cross-currency swaps - Net Investment | 3 | 280.0 | 280.0 | (8) | Oct 2032 | (42.0) | (37.6) | |||||||||||||||||||||||||
| Foreign currency forwards | 34 | 436.8 | 349.5 | (9) | Apr 2025 - Oct 2026 | (3.9) | 9.3 | |||||||||||||||||||||||||
| $ | 3,466.8 | $ | 3,129.5 | $ | (78.3) | $ | (46.2) | |||||||||||||||||||||||||
| Derivatives not Designated as Hedging Instruments | ||||||||||||||||||||||||||||||||
| Currency exchange swaps | 5 | $ | 2,162.6 | $ | 1,725.3 | (10) | Apr 2025 | $ | (3.8) | $ | 11.8 | |||||||||||||||||||||
| $ | 2,162.6 | $ | 1,725.3 | $ | (3.8) | $ | 11.8 | |||||||||||||||||||||||||
| Total of all Derivatives | $ | 5,629.4 | $ | 4,854.8 | $ | (82.1) | $ | (34.4) |
(1)This column represents the number of instruments outstanding as of March 31, 2025.
(2)Weighted average strike rate is calculated using the notional value as of March 31, 2025.
(3)This column represents maturity dates for instruments outstanding as of March 31, 2025.
(4)We have ten variable-to-fixed interest rate swaps on our term loans that are designated as cash flow hedges.
(5)In March 2025, we executed three swaption collars to mitigate the risk associated with interest rate volatility for an anticipated issuance of USD-denominated bonds. In April 2025, these hedging instruments were terminated early upon the pricing of the April 2035 Notes, as discussed in note 21, Subsequent Events.
(6)Weighted average fixed rate of 3.962% for purchased payer swaptions and 3.662% for sold receiver swaptions.
(7)USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.681%.
(8)USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.716%.
(9)Weighted average forward GBP-USD exchange rate of 1.28.
(10) Weighted average exchange rates of 0.84 for EUR-GBP and 1.29 for GBP-USD.
We measure our derivatives at fair value and include the balances within 'Other assets, net' and 'Accounts payable and accrued expenses' on our consolidated balance sheets.
We have agreements with each of our derivative counterparties containing provisions under which we could be declared in default on our derivative obligations if repayment of our indebtedness is accelerated by the lender due to our default.
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The following table summarizes the amount of unrealized gain (loss) on derivatives and foreign currency translation adjustments in other comprehensive income (in thousands):
| Three months ended March 31, | |||||||||||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationships | 2025 | 2024 | |||||||||||||||||||||||||||
| Interest rate swaps | $ | (7,364) | $ | 9,916 | |||||||||||||||||||||||||
| Foreign currency forwards | (13,182) | (570) | |||||||||||||||||||||||||||
| Interest rate swaptions | (406) | 1,717 | |||||||||||||||||||||||||||
| Total derivatives in cash flow hedging relationships | $ | (20,952) | $ | 11,063 | |||||||||||||||||||||||||
| Derivatives in Fair Value Hedging Relationships | |||||||||||||||||||||||||||||
| Cross-currency swaps - Fair Value | $ | 10,327 | $ | (2,141) | |||||||||||||||||||||||||
| Total derivatives in fair value hedging relationships | $ | 10,327 | $ | (2,141) | |||||||||||||||||||||||||
| Total unrealized (loss) gain on derivatives, net | $ | (10,625) | $ | 8,922 | |||||||||||||||||||||||||
| Derivatives and Non-derivatives in Net Investment Hedging Relationships | |||||||||||||||||||||||||||||
| Cross-currency swaps - Net Investment | $ | (4,826) | $ | 4,873 | |||||||||||||||||||||||||
| Foreign currency debt | (4,127) | — | |||||||||||||||||||||||||||
| Total unrealized (loss) gain recorded in foreign currency translation adjustment | $ | (8,953) | $ | 4,873 | |||||||||||||||||||||||||
The following table summarizes the amount of gain (loss) on derivatives reclassified from AOCI (in thousands):
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationships | Location of Increase Recognized in Income | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Interest rate swaps | Interest | $ | 3,384 | $ | 8,932 | ||||||||||||||||||||||||||||||
| Foreign currency forwards | Foreign currency and derivative (loss) gain, net | 1,318 | 2,111 | ||||||||||||||||||||||||||||||||
| Interest rate swaptions | Interest | 104 | (982) | ||||||||||||||||||||||||||||||||
| Total derivatives in cash flow hedging relationships | $ | 4,806 | $ | 10,061 | |||||||||||||||||||||||||||||||
| Derivatives in Fair Value Hedging Relationships | |||||||||||||||||||||||||||||||||||
| Cross-currency swaps - Fair Value | Foreign currency and derivative (loss) gain, net | $ | 215 | $ | 461 | ||||||||||||||||||||||||||||||
| Total derivatives in fair value hedging relationships | $ | 215 | $ | 461 | |||||||||||||||||||||||||||||||
| Derivatives in Net Investment Hedging Relationships | |||||||||||||||||||||||||||||||||||
| Cross-currency swaps - Net Investment (excluded component) | Foreign currency and derivative (loss) gain, net | $ | 652 | $ | 869 | ||||||||||||||||||||||||||||||
| Total derivatives in net investment hedging relationships | $ | 652 | $ | 869 | |||||||||||||||||||||||||||||||
| Net increase to net income | $ | 5,673 | $ | 11,391 |
We expect to reclassify $7.7 million from AOCI as a decrease to interest expense relating to interest rate swaps and $2.6 million from AOCI as an increase to foreign currency gain relating to foreign currency forwards within the next twelve months.
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The following table details our foreign currency and derivative (loss) gain, net included in income (in thousands):
| Three months ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Realized foreign currency and derivative loss, net: | |||||||||||||||||||||||||||||
| Loss on the settlement of undesignated derivatives | $ | (23,404) | $ | (15,265) | |||||||||||||||||||||||||
| Gain on the settlement of designated derivatives reclassified from AOCI | 2,185 | 3,441 | |||||||||||||||||||||||||||
| Gain (loss) on the settlement of transactions with third parties | 3 | (6) | |||||||||||||||||||||||||||
| Total realized foreign currency and derivative loss, net | $ | (21,216) | $ | (11,830) | |||||||||||||||||||||||||
| Unrealized foreign currency and derivative (loss) gain, net: | |||||||||||||||||||||||||||||
| (Loss) gain on the change in fair value of undesignated derivatives | $ | (3,820) | $ | 2,138 | |||||||||||||||||||||||||
| Gain on remeasurement of certain assets and liabilities | 22,491 | 13,738 | |||||||||||||||||||||||||||
| Total unrealized foreign currency and derivative gain, net | $ | 18,671 | $ | 15,876 | |||||||||||||||||||||||||
| Total foreign currency and derivative (loss) gain, net | $ | (2,545) | $ | 4,046 |
14. Lessor Operating Leases
At March 31, 2025, we owned or held interests in 15,627 properties. Of the 15,627 properties, 15,313, or 98.0%, are single-client properties, and the remaining are multi-client properties. At March 31, 2025, 231 properties were available for lease or sale. The majority of our leases are accounted for as operating leases.
At March 31, 2025, most of the properties in our portfolio were leased under net lease agreements where our client pays or reimburses us for property taxes and assessments and carries insurance coverage for public liability, property damage, fire, and extended coverage.
Rent based on a percentage of our clients' gross sales, or percentage rent, for the three months ended March 31, 2025 and 2024 was $5.8 million and $5.3 million, respectively.
15. Stockholders' Equity
*A.*Common Stock
We pay monthly distributions to our common stockholders. The following is a summary of monthly distributions paid per common share for the periods indicated below:
| Three months ended March 31, | |||||||||||||||||
| Month | 2025 | 2024 | |||||||||||||||
| January | $ | 0.2640 | $ | 0.2565 | |||||||||||||
| February | 0.2640 | 0.2565 | |||||||||||||||
| March | 0.2680 | 0.2565 | |||||||||||||||
| Total | $ | 0.7960 | $ | 0.7695 |
At March 31, 2025, a distribution of $0.2685 per common share was payable and was paid in April 2025.
B. At-the-Market ("ATM") Program
Under our current ATM program, we may offer and sell up to 120.0 million shares of common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE under the ticker symbol "O" at prevailing market prices or at negotiated prices. Upon settlement, subject to certain exceptions, we may elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which cases we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser. As of March 31, 2025, we had 44.8 million shares remaining for future issuance under our ATM program. We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder.
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The following table outlines common stock issuances pursuant to our ATM programs (dollars in millions, shares in thousands):
| Three months ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Shares of common stock issued under the ATM program (1) | 11,231 | 9,604 | |||||||||||||||||||||||||||
| Gross proceeds | $ | 632.0 | $ | 547.0 | |||||||||||||||||||||||||
| Sales agents' commissions and other offering expenses | (7.2) | (3.5) | |||||||||||||||||||||||||||
| Net proceeds | $ | 624.8 | $ | 543.5 |
(1) During the three months ended March 31, 2025, 10.7 million shares were sold and 11.2 million shares were settled pursuant to forward sale confirmations. In addition, as of March 31, 2025, 1.2 million shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average initial gross price of $56.23 per share. We currently expect to fully settle forward sale agreements outstanding by June 30, 2025, representing $69.1 million in net proceeds, for which the weighted average forward price at March 31, 2025 was $55.38 per share.
C. Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
Our DRSPP provides our common stockholders with a convenient and economical method of purchasing our common stock and reinvesting their distributions. It also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions. Our DRSPP authorizes up to 26.0 million common shares to be issued. At March 31, 2025, we had 10.7 million shares remaining for future issuance under our DRSPP program.
The following table outlines common stock issuances pursuant to our DRSPP program (dollars in millions, shares in thousands):
| Three months ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Shares of common stock issued under the DRSPP program | 57 | 58 | |||||||||||||||||||||||||||
| Gross proceeds | $ | 3.1 | $ | 3.1 |
16. Common Stock Incentive Plan
The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $5.9 million and $9.3 million during the three months ended March 31, 2025 and 2024, respectively.
In connection with the Merger, each outstanding Spirit restricted stock award and performance share award was cancelled and converted into Realty Income common stock, using the Exchange Ratio in accordance with the merger agreement. The issuance is excluded from the sections below, as the awards were not granted under the Realty Income 2021 Incentive Award Plan (the "2021 Plan"). The aggregate fair value of fully vested Spirit awards converted into Realty Income common stock was $66.5 million, of which i.) $41.7 million related to pre-combination services and is included in the consideration transferred in the merger and ii.) $24.8 million of expense was recognized in January 2024 in merger, transaction, and other costs, net related to the value attributable to post-combination services. For more details, please see note 2, Merger with Spirit Realty Capital, Inc.
A. Restricted Stock and Restricted Stock Units
During the three months ended March 31, 2025, we granted 245,935 shares of common stock under the 2021 Plan. Our restricted stock awards granted to employees vest over a service period not exceeding four-years.
During the three months ended March 31, 2025, we also granted 38,490 restricted stock units, all of which vest over a four-year service period.
As of March 31, 2025, the remaining unamortized share-based compensation expense related to restricted stock awards and units totaled $32.5 million, which is being amortized on a straight-line basis over the service period of each applicable award. The amount of share-based compensation is based on the fair value of the stock at the grant date. We define the grant date as the date the recipient and Realty Income have a mutual understanding of the key terms and conditions of the award, and the recipient of the grant begins to benefit from, or be adversely affected by, subsequent changes in the price of the shares.
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B. Performance Shares
During the three months ended March 31, 2025, we granted 285,242 performance shares, as well as dividend equivalent rights, to our executive officers. The performance shares are earned based on our Total Shareholder Return (“TSR”) performance relative to select industry indices and peer groups as well as achievement of certain operating metrics, and vest 50% as of the date of which the plan administrator determines the achievement of the applicable goals during the applicable three-year performance period and the remaining 50% on January 1 of the following year, subject to continued service.
As of March 31, 2025, the remaining share-based compensation expense related to the performance shares totaled $34.2 million. The performance shares are being recognized on a tranche-by-tranche basis over the service period. The fair value of the performance shares was estimated on the date of grant using a Monte Carlo Simulation model.
17. Net Income per Common Share
The following is a reconciliation of the denominator of the basic net income per common share computation to the denominator of the diluted net income per common share computation (shares in thousands):
| Three months ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Weighted average shares used for the basic net income per share computation | 891,666 | 834,940 | |||||||||||||||||||||||||||
| Incremental shares from share-based compensation | 574 | 289 | |||||||||||||||||||||||||||
| Dilutive effect of forward ATM offerings | 111 | 13 | |||||||||||||||||||||||||||
| Weighted average shares used for diluted net income per share computation | 892,351 | 835,242 | |||||||||||||||||||||||||||
| Unvested shares from share-based compensation that were anti-dilutive | 72 | 188 | |||||||||||||||||||||||||||
| Weighted average partnership common units convertible to common shares that were anti-dilutive | 2,682 | 1,795 | |||||||||||||||||||||||||||
| Weighted average forward ATM offerings that were anti-dilutive | 5 | 453 |
18. Supplemental Disclosures of Cash Flow Information
The following table summarizes our supplemental cash flow information during the periods indicated below (in thousands):
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Supplemental disclosures: | |||||||||||||||||
| Cash paid for interest | $ | 270,919 | $ | 229,182 | |||||||||||||
| Cash paid for income taxes | $ | 55,035 | $ | 21,582 | |||||||||||||
| Non-cash activities: | |||||||||||||||||
| Net (decrease) increase in fair value of derivatives | $ | (47,749) | $ | 45,133 | |||||||||||||
| Term loans assumed at fair value | $ | — | $ | 1,300,000 | |||||||||||||
| Notes payable assumed at fair value | $ | — | $ | 2,481,486 | |||||||||||||
The following table provides a reconciliation of 'Cash and cash equivalents' reported on our consolidated balance sheets to the total of the cash, cash equivalents, and restricted cash reported within our consolidated statements of cash flows (in thousands):
| March 31, 2025 | March 31, 2024 | ||||||||||
| Cash and cash equivalents shown in the consolidated balance sheets | $ | 319,007 | $ | 680,159 | |||||||
| Restricted escrow deposits (1) | 15,617 | 6,401 | |||||||||
| Impounds related to mortgages payable (1) | 16,061 | 10,226 | |||||||||
| Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ | 350,685 | $ | 696,786 |
(1) Included within 'Other assets, net' on our consolidated balance sheets (see note 3, Supplemental Detail for Certain Components of Consolidated Balance Sheets). These amounts consist of cash that we are legally entitled to, but that is not immediately available to us. As a result, these amounts were considered restricted as of the dates presented.
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19. Segment and Geographic Information
A. Segment Information
Our business is characterized as owning and leasing commercial properties under long-term, net lease agreements (whereby clients are responsible for property taxes, insurance and maintenance costs), and these economic characteristics are similar across various property types, geographic locations, and industries in which our clients operate. The Company's chief operating decision maker ("CODM") is its President, Chief Executive Officer. Information reviewed by our CODM in evaluating performance and allocating resources is primarily operating results and cash flow analysis on a consolidated basis. Therefore, we operate and manage the business in one operating and reportable segment.
The CODM assesses performance and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. Our significant segment expenses include consolidated expense categories presented in our consolidated statements of income and comprehensive income, as well as additional significant segment expense categories reported within 'Property (including reimbursements)' and 'General and administrative' expense captions, as follows (in millions):
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Property (excluding reimbursements) | $ | 19.3 | $ | 16.6 | |||||||||||||
| Cash G&A expenses (1) | $ | 38.1 | $ | 31.5 |
(1) Represents 'General and administrative' expenses as presented in our consolidated statements of income and comprehensive income, less share-based compensation costs.
Other segment items included in consolidated net income consist of 'Gain on sales of real estate' and 'Other income, net', as presented in our consolidated statements of income and comprehensive income.
B. Geographic Information
The following table disaggregates domestic and international revenue by major asset types and geographic regions (in millions):
| Three months ended March 31, | ||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||
| U.S. | U.K. | Other (1) | Total | |||||||||||||||||||||||
| Retail | $ | 864.1 | $ | 138.2 | $ | 39.3 | $ | 1,041.6 | ||||||||||||||||||
| Industrial | 196.4 | 11.7 | — | 208.1 | ||||||||||||||||||||||
| Other (2) | 62.4 | 1.0 | — | 63.4 | ||||||||||||||||||||||
| Rental (including reimbursements) | $ | 1,122.9 | $ | 150.9 | $ | 39.3 | $ | 1,313.1 | ||||||||||||||||||
| Other revenue | 67.4 | |||||||||||||||||||||||||
| Total revenue | $ | 1,380.5 | ||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||
| U.S. | U.K. | Other (1) | Total | |||||||||||||||||||||||
| Retail | $ | 810.9 | $ | 116.8 | $ | 31.7 | $ | 959.4 | ||||||||||||||||||
| Industrial | 177.2 | 11.7 | — | 188.9 | ||||||||||||||||||||||
| Other (2) | 59.9 | — | — | 59.9 | ||||||||||||||||||||||
| Rental (including reimbursements) | $ | 1,048.0 | $ | 128.5 | $ | 31.7 | $ | 1,208.2 | ||||||||||||||||||
| Other revenue | 52.3 | |||||||||||||||||||||||||
| Total revenue | $ | 1,260.5 | ||||||||||||||||||||||||
(1) Other includes rental revenue generated from all other European countries we operate in.
(2) Other includes all other property types in our portfolio.
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No individual client’s revenue represented more than 10% of our total revenue for each of the three months ended March 31, 2025 and 2024.
Long-lived assets include items such as property, plant, equipment and right-of-use assets subject to operating and finance leases. The following table disaggregates domestic and international total long-lived assets (in millions):
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| U.S. | U.K. | Other (1) | Total | U.S. | U.K. | Other (1) | Total | |||||||||||||||||||||||||||||||||||||||||||
| Long-lived assets | $ | 42,957.8 | $ | 8,257.9 | $ | 1,933.2 | $ | 53,148.9 | $ | 43,186.5 | $ | 7,485.6 | $ | 1,617.7 | $ | 52,289.8 | ||||||||||||||||||||||||||||||||||
| Remaining assets | 16,608.8 | 16,545.2 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 69,757.7 | $ | 68,835.0 |
(1) Other includes long-lived assets in all other European countries we operate in.
20. Commitments and Contingencies
In the ordinary course of business, we are party to various legal actions which we believe are routine in nature and incidental to the operation of our business. We believe that the outcome of the proceedings will not have a material adverse effect upon our consolidated financial position or results of operations.
At March 31, 2025, we had $601.3 million of commitments under construction contracts related to development projects, which have estimated rental revenue commencement dates between April 2025 and March 2027. In addition, at March 31, 2025, we had commitments of $88.6 million for tenant improvements, recurring capital expenditures, and non-recurring building improvements, and had accrued $8.2 million in contingent purchase consideration obligations related to leasing activities for a multi-tenant property acquired in 2024, representing the remaining amounts deemed probable and estimable as of March 31, 2025.
21**.** Subsequent Events
A. Dividends
In April 2025, we declared a dividend of $0.2685 per share to our common stockholders, which will be paid in May 2025.
B. ATM Forward Offerings
As of May 2025, ATM forward agreements for a total of 4.7 million shares remain unsettled with total expected net proceeds of approximately $265.6 million, of which 3.5 million shares were sold in April 2025.
C. Notes Issuance
In April 2025, we issued $600.0 million of 5.125% senior unsecured notes due April 2035 (the "April 2035 Notes"). The public offering price for the April 2035 Notes was 98.371% of the principal amount for an effective semi-annual yield to maturity of 5.337%. Interest is paid semi-annually.
D. Revolving Credit Facility Recast
In April 2025, we closed on the recast and expansion of an aggregate $5.38 billion multi-currency unsecured credit facility. Included in the total capacity is a newly-established $1.38 billion unsecured credit facility for our U.S. Core Plus Fund (the "Fund"), a newly formed open-end, perpetual life private fund.
The capacity of the Realty Income revolving credit facility is updated to $4.0 billion with an accordion expansion feature up to $5.0 billion, which is subject to obtaining lender commitments. The revolving credit facility is bifurcated into two $2.0 billion tranches, which initially mature on April 29, 2027 and April 29, 2029, respectively, before giving effect to two six-month extension options. Pursuant to the terms of the revolving credit facility, the current A3/A- credit ratings provide for a borrowing rate of 72.5 basis points over the SOFR for USD borrowings, with a facility commitment fee of 12.5 basis points, for all-in drawn pricing of 85 basis points over the SOFR for USD borrowings.
The $1.38 billion capacity of the Fund credit facility consists of a $1.0 billion revolving credit facility and a $380.0 million delayed draw, unsecured term loan. The aggregate facilities under the Fund Credit Agreement can be increased to up to $2.0 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments. The Fund revolving credit facility initially matures on April 29, 2029, before giving effect to two six-month extension options, and the $380.0 million delayed draw term loan initially matures on April 29, 2028 and includes two six-month extension options.
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