December 12, 2002
Realty Income Corporation
220 West Crest Street
Escondido, CA 92025
Mr. Jonathan G. Katz
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609
Re: Conditions for Use of Non-GAAP Financial Measures (File No. S7-43-02)
Dear Mr. Katz:
Realty Income Corporation would like to take this opportunity to respond to the Securities and Exchange Commission ("SEC") regarding the proposals set forth in Release No. 33-8145 and 34-46788 ("Releases"). Realty Income is a publicly traded real estate investment trust which owns approximately 1,200 retail properties in 48 states (NYSE ticker: "O").
Realty Income understands and supports the SEC's overall efforts to reform the use of Non-GAAP financial measures by public companies. However, we are concerned that one aspect of the proposals under consideration would actually not be helpful in achieving your goal of improving the transparency and quality of public disclosures for investors. Specifically, we oppose the SEC's proposal that would prohibit the use of Non-GAAP per share information in corporate earnings releases.
We use a non-GAAP measure, Funds From Operations per share ("FFO per share"), as an important supplemental indicator of our company's operating profitability. Investors (both individual and institutional investors) have advised us that FFO per share is an important supplemental indicator of a public real estate company's operating profitability and financial performance, from quarter to quarter and year to year.
We recommend that the final rules decided upon by the SEC allow per share reporting of Non-GAAP measures. This recommendation agrees with the alternative suggested in "Questions regarding amendments to Item 10 of Regulation S-K, Item 10 of Regulation S-B and Form 20-F" of the Releases.
We thank the SEC for this opportunity to comment on this proposal.
Paul M. Meurer
Executive Vice President,
Chief Financial Officer & Treasurer