10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 1-13374

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	33-0580106
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

11995 El Camino Real, San Diego, California, 92130

(Address of Principal Executive Offices)

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

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange On Which Registered
Common Stock, $0.01 Par Value	O	New York Stock Exchange
1.125% Notes due 2027	O27A	New York Stock Exchange
1.875% Notes due 2027	O27B	New York Stock Exchange
1.625% Notes due 2030	O30	New York Stock Exchange
1.750% Notes due 2033	O33A	New York Stock Exchange
2.500% Notes due 2042	O42	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

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

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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

At June 30, 2021, the aggregate market value of the Registrant’s shares of common stock, $0.01 par value, held by non-affiliates of the Registrant was $25.4 billion based upon the last reported sale price of $66.74 per share on the New York Stock Exchange on June 30, 2021, the last business day of the Registrant’s most recently completed second fiscal quarter. The determination of affiliate status for purposes of this calculation is not necessarily a conclusive determination for other purposes.

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

DOCUMENTS INCORPORATED BY REFERENCE

Part III, Items 10, 11, 12, 13, and 14 incorporate by reference certain specific portions of the definitive Proxy Statement for Realty Income Corporation’s Annual Meeting to be held on May 17, 2022, to be filed pursuant to Regulation 14A. Only those portions of the proxy statement which are specifically incorporated by reference herein shall constitute a part of this annual report.

Table of Contents

REALTY INCOME CORPORATION

Index to Form 10-K

PART I			Page
	Item 1:	Business	2
		The Company	2
		Recent Developments	3
		Dividend Policy	9
		Business Philosophy and Strategy	10
		Property Portfolio Information	20
		Forward-Looking Statements	25
	Item 1A:	Risk Factors	26
	Item 1B:	Unresolved Staff Comments	40
	Item 2:	Properties	40
	Item 3:	Legal Proceedings	41
	Item 4:	Mine Safety Disclosures	41
PART II
	Item 5:	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	42
	Item 6:	Reserved	42
	Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
		General	42
		Liquidity and Capital Resources	43
		Results of Operations	51
		Funds from Operations Available to Common Stockholders (FFO) and Normalized Funds from Operations Available to Common Stockholders (Normalized FFO)	61
		Adjusted Funds from Operations Available to Common Stockholders (AFFO)	63
		Impact of Inflation	65
		Impact of Newly Adopted Accounting Standards	65
	Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	65
	Item 8:	Financial Statements and Supplementary Data	67
	Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	109
	Item 9A:	Controls and Procedures	109
	Item 9B:	Other Information	111
PART III
	Item 10:	Directors, Executive Officers and Corporate Governance	111
	Item 11:	Executive Compensation	111

Table of Contents

	Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	111
	Item 13:	Certain Relationships, Related Transactions and Director Independence	111
	Item 14:	Principal Accounting Fees and Services	111
PART IV
	Item 15:	Exhibits and Financial Statement Schedules	111
	Item 16:	Form 10-K Summary	116
SIGNATURES			117

Table of Contents

PART I

Item 1:         Business

In this Annual Report on Form 10-K, unless the context otherwise requires, references to “Realty Income,” the “Company,” “we,” “our” or “us” refer to Realty Income Corporation and our subsidiaries including, following the consummation of our merger with VEREIT, Inc. on November 1, 2021, VEREIT, Inc. and its subsidiaries. References to “VEREIT” refer to VEREIT, Inc. prior to the consummation of our merger with VEREIT on November 1, 2021. For more information on this merger, see "Recent Developments" in Part I of this Annual Report on Form 10-K below.

THE COMPANY

Realty Income, The Monthly Dividend Company®, is an S&P 500 company and member of the S&P 500 Dividend Aristocrats® index for having increased its dividend every year for over 25 consecutive years. We invest in people and places to deliver dependable monthly dividends that increase over time. We are structured as a real estate investment trust ("REIT"), requiring us to annually distribute at least 90% of our taxable income (excluding net capital gains) in the form of dividends to our stockholders. The monthly dividends are supported by the cash flow generated from real estate owned under long-term net lease agreements with our commercial clients.

Realty Income was founded in 1969, and listed on the New York Stock Exchange ("NYSE": O) in 1994.  Over the past 53 years, Realty Income has been acquiring and managing freestanding commercial properties that generate rental revenue under long-term net lease agreements with our commercial clients.

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

•Consisting of 11,136 properties;

•With an occupancy rate of 98.5%, or 10,972 properties leased and 164 properties available for lease or sale;

•With clients doing business in 60 separate industries;

•Located in all 50 U.S. states, Puerto Rico, the United Kingdom (U.K.) and Spain;

•With approximately 210.1 million square feet of leasable space;

•With a weighted average remaining lease term (excluding rights to extend a lease at the option of our client) of approximately 9.0 years; and

•With an average leasable space per property of approximately 18,860 square feet, approximately 12,470 square feet per retail property and approximately 248,120 square feet per industrial property.

Of the 11,136 properties in the portfolio at December 31, 2021, 11,043, or 99.2%, are single-client properties, of which 10,883 were leased, and the remaining are multi-client properties.

Our seven senior officers owned 0.04% of our outstanding common stock with a market value of $15.1 million at February 11, 2022. Our directors and seven senior officers, as a group, owned 0.11% of our outstanding common stock with a market value of $42.2 million at February 11, 2022.

Our common stock is listed on the NYSE under the ticker symbol “O” with a CUSIP number of 756109-104. Our central index key number is 726728. Our notes are listed on the NYSE as follows:

Notes	Ticker Symbol	CUISP
1.125% Notes due July 2027	O27A	756109-BB9
1.875% Notes due January 2027	O27B	756109-BM5
1.625% Notes due December 2030	O30	756109-AY0
1.750% Notes due July 2033	O33A	756109-BC7
2.500% Notes due January 2042	O42	756109-BN3

In January 2022, we had 371 employees, inclusive of four part-time employees, as compared to 210 employees, inclusive of two part-time employees, in January 2021.

We maintain a corporate website at www.realtyincome.com. On our website we make available, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, Form 3s, Form 4s, Form 5s, current

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reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file these reports with the Securities and Exchange Commission, or SEC. None of the information on our website is deemed to be part of this report.

RECENT DEVELOPMENTS

Merger with VEREIT

On April 29, 2021, we entered into an Agreement and Plan of Merger, as amended, or the Merger Agreement, with VEREIT, its operating partnership, VEREIT Operating Partnership, L.P., or VEREIT OP, and two newly formed subsidiaries. Pursuant to the terms of the Merger Agreement, (i) one of the newly formed subsidiaries of us agreed to merge with and into VEREIT OP, with VEREIT OP as the surviving entity, and (ii) immediately thereafter, VEREIT agreed to merge with and into the other newly formed subsidiary of us, with our subsidiary as the surviving corporation, which we refer to collectively as the merger.

On November 1, 2021, we completed our acquisition of VEREIT, and the merger was consummated. Pursuant to the terms of the Merger Agreement and subject to the terms thereof, upon the consummation of the merger, (i) each outstanding share of VEREIT common stock, and each outstanding common partnership unit of VEREIT OP owned by any of its partners other than VEREIT, Realty Income or their respective affiliates, was automatically converted into 0.705 of newly issued shares of our common stock, or in certain instances, Realty Income L.P. units, and (ii) each VEREIT OP outstanding common unit owned by VEREIT, Realty Income or their respective affiliates remained outstanding as partnership interests in the surviving entity.

Orion Divestiture

Following of the closing of our merger with VEREIT, we contributed 92 office real estate assets, a consolidated real estate venture holding one office asset, and an unconsolidated real estate venture holding five office assets to a wholly owned subsidiary named Orion Office REIT Inc., or Orion. On November 12, 2021, we distributed the outstanding shares of Orion common stock to our shareholders (including legacy VEREIT stockholders who received shares of our common stock in our merger with VEREIT) on a pro rata basis at a rate of one share of Orion common stock for every ten shares of Realty Income common stock held on November 2, 2021, the applicable record date, which we refer to as the Orion Divestiture. Following the Orion Divestiture, Orion began operating as a separate, independent public company.

In conjunction with the Orion Divestiture, we incurred approximately $6.0 million of transaction costs during the year ended December 31, 2021, which were recorded in merger and integration-related costs within our consolidated statements of income and comprehensive income.

As part of the Orion Divestiture, Orion paid us a dividend of $425.0 million and reimbursed $170.2 million to us for the early redemption of mortgage loans underlying the contributed assets prior to the effectuation of the Orion Divestiture. The distribution of Orion resulted in the derecognition of net assets of $1.74 billion, which net of the aforementioned cash payments of $595.2 million, resulted in a reduction to additional paid in capital of $1.14 billion.

Merger and Integration-related Costs
In conjunction with our merger with VEREIT, we incurred approximately $161.4 million of transaction costs during the year ended December 31, 2021, which were included in the $167.4 million of merger and integration-related costs within our consolidated statements of income and comprehensive income. The merger and integration-related costs primarily consist of advisory fees, including success-based fees, attorney fees, accountant fees, SEC filing fees and additional integration costs that include incremental and non-recurring costs necessary to convert data and systems, retain employees and otherwise enable us to operate acquired businesses or assets efficiently.

Theater Industry Update

As of December 31, 2021, our clients in the theater industry represented 3.4% of our annualized contractual rent. As of December 31, 2021, we were fully reserved for the outstanding receivable balances for 34 theater properties. At December 31, 2021, the receivables outstanding for our 81 theater properties totaled $71.0 million, inclusive of $12.7 million of straight-line rent receivables, and net of $38.1 million of reserves, inclusive of $7.6 million of straight-line rent reserves.

For the years ended December 31, 2021 and 2020, we recorded $5.1 million and $22.1 million, respectively, in reserves on contractual base rent for theater properties. Contractual rent reserves exclude reserves on contractually obligated reimbursements by our clients, which was equivalent to $1.4 million and $1.6 million, respectively.

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

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

	Year Ended
	December 31, 2021
Rental revenue reserves	$	6.5
Straight-line rent reserves	5.8
Total reserves	$	12.3

We did not record any provisions for impairment on theater properties during 2021. See "Item 1A—Risk Factors" in Part I of this Annual Report on Form 10-K for more information regarding the actual and potential future impacts of the COVID-19 pandemic and the measures taken to limit its spread on our clients and our business, results of operations, financial condition and liquidity.

Increases in Monthly Dividends to Common Stockholders

We have continued our 53-year policy of paying monthly dividends. In addition, we increased the dividend five times during 2021 and once during 2022. As of February 2022, we have paid 97 consecutive quarterly dividend increases and increased the dividend 114 times since our listing on the NYSE in 1994.

	Month	Month	Monthly Dividend		Increase
2021 Dividend increases	Declared	Paid	per share		per share
1st increase	Dec 2020	Jan 2021	$	0.2345	$	0.0005
2nd increase	Mar 2021	Apr 2021	$	0.2350	$	0.0005
3rd increase	Jun 2021	Jul 2021	$	0.2355	$	0.0005
4th increase	Sept 2021	Oct 2021	$	0.2360	$	0.0005
5th increase	Nov 2021	Dec 2021	$	0.2460	$	0.0100
2022 Dividend Increases
1st increase	Dec 2021	Jan 2022	$	0.2465	$	0.0005

The dividends paid per share during 2021 totaled $2.833, as compared to $2.794 during 2020, an increase of $0.039, or 1.4%. In November 2021, we also made a $2.060 tax distribution of Orion shares, that occurred in conjunction with the Orion Divestiture on November 12, 2021, after our merger with VEREIT on November 1, 2021. The fair market value of these shares for tax distribution was determined to be $20.6272 per share, which was calculated using the five day volume weighted average share price after issuance.

The monthly dividend of $0.2465 per share represents a current annualized dividend of $2.958 per share, and an annualized dividend yield of 4.1% based on the last reported sale price of our common stock on the NYSE of $71.59 on December 31, 2021. Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period.

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Acquisitions During 2021

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

	Number of Properties	Leasable Square Feet	Investment ($ in thousands)		Weighted Average Lease Term (Years)	Initial Weighted Average Cash Lease Yield (1)
Year ended December 31, 2021 (2)
Acquisitions - U.S. (in 43 states)	714	14,727,335	$	3,608,573	14.1	5.5	%
Acquisitions - Europe (U.K. and Spain)	129	9,196,345	2,558,909		11.6	5.5	%
Total Acquisitions	843	23,923,680	$	6,167,482	13.1	5.5	%
Properties under Development (3)	68	2,681,676	243,278		15.7	6.0	%
Total (4)	911	26,605,356	$	6,410,760	13.2	5.5	%

(1)The initial weighted average cash lease yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property. Since it is possible that a client could default on the payment of contractual rent, we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above. Contractual net operating income used in the calculation of initial average cash yield includes approximately $8.5 million received as settlement credits for 41 properties as reimbursement of free rent periods for the year ended December 31, 2021.

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 average cash lease yield is computed as follows: estimated cash net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs.

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

(3) Includes £7.0 million of investments in U.K. development properties, converted at the applicable exchange rates on the funding dates.

(4) Our clients occupying the new properties are 83.6% retail and 16.4% industrial, based on rental revenue. Approximately 40% of the rental revenue generated from acquisitions during 2021 is from our investment grade rated clients, their subsidiaries or affiliated companies.

Portfolio Discussion

Leasing Results

At December 31, 2021, we had 164 properties available for lease out of 11,136 properties in our portfolio, which represents a 98.5% occupancy rate based on the number of properties in our portfolio.

Below is a summary of our portfolio activity for the periods indicated below:

Three months ended December 31, 2021
Properties available for lease at September 30, 2021	86
Lease expirations (1)(2)	354
Re-leases to same client	(210)
Re-leases to new client	(13)
Vacant dispositions	(53)
Properties available for lease at December 31, 2021	164

Year ended December 31, 2021
Properties available for lease at December 31, 2020	140
Lease expirations (1)(2)	529
Re-leases to same client	(336)
Re-leases to new client	(36)
Vacant dispositions	(133)
Properties available for lease at December 31, 2021	164

(1)Includes 103 net vacancies assumed from the combined effect of our merger with VEREIT and spin-off of office properties to Orion Office REIT Inc. in November 2021.

(2)Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the periods indicated above.

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During the three months ended December 31, 2021, the annualized new rent on re-leases was $49.09 million, as compared to the previous annualized rent of $48.22 million on the same units, representing a rent recapture rate of 101.8% on the units re-leased. We re-leased six units to new clients without a period of vacancy, and nine units to new clients after a period of vacancy.

During the year ended December 31, 2021, the annual new rent on re-leases was $89.23 million, as compared to the previous annual rent of $86.29 million on the same units, representing a rent recapture rate of 103.4% on the units re-leased. We re-leased 13 units to new clients without a period of vacancy, and 33 units to new clients after a period of vacancy.

As part of our re-leasing costs, we pay leasing commissions to unrelated, third party real estate brokers consistent with the commercial real estate industry standard, and sometimes provide rent concessions to our clients. We do not consider the collective impact of the leasing commissions or rent concessions to our clients to be material to our financial position or results of operations.

At December 31, 2021, our average annualized contractual rent was approximately $14.03 per square foot on the 10,972 leased properties in our portfolio. At December 31, 2021, we classified 33 properties, with a carrying amount of $30.5 million, as real estate and lease intangibles held for sale, net on our balance sheet. The expected sale of these properties does not represent a strategic shift that will have a major effect on our operations and financial results and is consistent with our existing disposition strategy to further enhance our real estate portfolio and maximize portfolio returns.

Investments in Existing Properties

During 2021, we capitalized costs of $21.9 million on existing properties in our portfolio, consisting of $6.3 million for re-leasing costs, $978,000 for recurring capital expenditures, and $14.6 million for non-recurring building improvements.

The majority of our building improvements relate to roof repairs, HVAC improvements, and parking lot resurfacing and replacements. The amounts of our capital expenditures can vary significantly, depending on the rental market, credit worthiness of our clients, the lease term and the willingness of our clients to pay higher rental revenue over the terms of the leases.

We define recurring capital expenditures as mandatory and recurring landlord capital expenditure obligations that have a limited useful life. We define non-recurring capital expenditures as property improvements in which we invest additional capital that extend the useful life of the properties.

Note Issuances

In January 2022, we issued £250.0 million of 1.875% senior unsecured notes due January 2027 (the "January 2027 Notes") and £250.0 million of 2.500% senior unsecured notes due January 2042 (the "January 2042 Notes"). The public offering price for the January 2027 Notes was 99.487% of the principal amount for an effective semi-annual yield to maturity of 1.974% and the public offering price for the January 2042 Notes was 98.445% of the principal amount for an effective semi-annual yield to maturity of 2.584%. Combined, the new issues of the January 2027 Notes and the January 2042 Notes have a weighted average term of approximately 12.5 years and a weighted average effective semi-annual yield to maturity of approximately 2.28%.

In connection with our merger with VEREIT, in November 2021, we completed our debt exchange offer to exchange outstanding notes previously issued by VEREIT OP, totaling $4.65 billion in principal, for new notes issued by Realty Income, pursuant to which approximately 99.2% of the outstanding notes issued by VEREIT OP were exchanged for a like aggregate principal amount of the notes issued by Realty Income. The interest rate, interest payment dates, redemption terms and maturity of each series of Realty Income notes issued by Realty Income in the exchange offers were the same as those of the corresponding series of VEREIT notes exchanged. With respect to the notes originally issued by VEREIT OP that remained outstanding, we amended the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture.

In July 2021, we issued £400.0 million through the issuance of 1.125% senior unsecured notes due July 2027 (the "July 2027 Notes") and £350.0 million through the issuance of 1.750% senior unsecured notes due July 2033 (the "July 2033 Notes"). The public offering price for the July 2027 Notes was 99.305% of the principal amount for an effective semi-annual yield to maturity of 1.242% and the public offering price for the July 2033 Notes was 99.842% of the principal amount for an effective semi-annual yield to maturity of 1.757%. Combined, the new issues of the July 2027 Notes and July 2033 Notes have a weighted average term of 8.8 years and a weighted average effective

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semi-annual yield to maturity of 1.48%. The issuances represented our debut green bond offering of Sterling-denominated notes, which were intended to finance or refinance, in whole or in part, new or existing eligible green projects in the categories outlined in our green financing framework, which is designed to align with the International Capital Markets Association (the "ICMA") Green Bond Principles 2021.

Early Redemption of Notes

In December 2021, we completed the early redemption on all $750.0 million in principal amount of our outstanding 4.650% notes due August 2023, plus accrued and unpaid interest. As a result of the early redemption, we recognized a $46.4 million loss on extinguishment of debt during the three months ended December 31, 2021.

In January 2021, we completed the early redemption on all $950.0 million in principal amount of our outstanding 3.250% notes due October 2022, plus accrued and unpaid interest. As a result of the early redemption, we recognized a $46.5 million loss on extinguishment of debt during the three months ended March 31, 2021.

Loss on extinguishment of debt is excluded in our calculation of AFFO.

New Appointments to our Board of Directors

Priscilla Almodovar and Mary Hogan Preusse were appointed to our Board of Directors in November 2021, while Jacqueline Brady was appointed in May 2021. Ms. Almodovar and Ms. Preusse both formerly served on the VEREIT Board of Directors.

Capital Raising

During 2021, we raised $4.51 billion from the sale of common stock at a weighted average price of $66.51 per share, of which approximately $1.29 billion related to common stock issued through underwritten overnight public offerings and the majority of the remaining proceeds of approximately $3.22 billion related to the sale of common stock through our At-The-Market (ATM) Program.

ATM Program

In August 2021, following the issuance and sale of 74,911,567 shares under our prior ATM equity distribution plans, or our prior ATM programs, we established a new ATM equity distribution plan, or our new ATM program, pursuant to which up to 69,088,433 additional shares of common stock may be offered and sold (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE at prevailing market prices or at negotiated prices.

Issuances of Common Stock in Underwritten Public Offerings

In July 2021, we raised $594.1 million from the issuance of 9,200,000 shares of common stock, inclusive of 1,200,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares.

In January 2021, we raised $669.6 million from the issuance of 12,075,000 shares of common stock, including 1,575,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares.

Impact of COVID-19

We continue to work diligently with our clients most affected by the pandemic to understand their business operations and financial liquidity and their ability to satisfy their contractual obligations to us. As we carefully navigate this difficult economic period with our clients, our focus is on finding resolutions that preserve the long-term relationships we have built with many of our clients. See "Item 1A—Risk Factors" in Part I of this report for more information regarding the actual and potential future impacts of the COVID-19 pandemic and the measures taken to limit its spread on our clients and our business, results of operations, financial condition and liquidity.

The majority of lease concessions granted to our clients during 2020 and 2021 as a result of the COVID-19 pandemic have been rent deferrals with the original lease term unchanged. In these cases, we have determined that the collection of deferred rent is probable (within the meaning applicable under generally accepted accounting principles ("GAAP")), although we cannot assure you that this determination will not change in the future. In addition, as we believe to be the case with many retail landlords, we have received many short-term rent relief requests, most often in the form of rent deferral requests, or requests for further discussion from clients. We believe that not all client requests will ultimately result in lease modification agreements, nor have we relinquished our contractual rights under our lease agreements where rent concessions have not yet been granted. Our rent collections for the periods below and rent relief requests to-date may not be indicative of collections, concessions or requests in any future period.

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Percentages of Contractual Rent Collected as of December 31, 2021

	Month Ended October 31, 2021	Month Ended November 30, 2021	Month Ended December 31, 2021	Quarter Ended December 31, 2021
Contractual rent collected(1) across total portfolio	99.7%	99.5%	99.4%	99.5%
Contractual rent collected(1) from our top 20 clients (2)	99.9%	99.8%	99.8%	99.8%
Contractual rent collected(1) from our investment grade clients (3)	99.9%	99.8%	99.8%	99.8%
Contractual rent collected from our theater clients	100.0%	100.0%	100.0%	100.0%
Contractual rent collected from our health and fitness clients	96.7%	96.7%	96.7%	96.7%

(1) Collection rates are calculated as the aggregate contractual rent collected for the applicable period from the beginning of that applicable period through December 31, 2021, divided by the contractual rent charged for the applicable period. Rent collection percentages are calculated based on contractual rent (excluding percentage rents and contractually obligated reimbursements by our clients). Charged amounts have not been adjusted for any COVID-19 related rent relief granted and include contractual rent from any clients in bankruptcy. Due to differences in applicable foreign currency conversion rates and rent conventions, the percentages above may differ from percentages calculated utilizing our total portfolio annualized contractual rent.

(2) We define our top 20 clients as our 20 largest clients based on percentage of total portfolio annualized contractual rent as of December 31, 2021 for all periods.

(3) We define investment grade clients as clients with a credit rating, and our clients that are subsidiaries or affiliates of companies with a credit rating, as of the balance sheet date, of Baa3/BBB- or higher from one of the three major rating agencies (Moody’s/S&P/Fitch).

As the adverse impacts of the COVID-19 pandemic and the measures taken to limit its spread continue to evolve, the ability of our clients to continue to pay rent to us may further diminish, and therefore we cannot assure you that our historical rental collections are indicative of our rental collections in the future. As a result of the impacts of the COVID-19 pandemic and the measures taken to limit its spread, our revenues in the foreseeable future may decline, and that decline may continue or increase in subsequent periods as long as such impacts continue to exist.

Select Financial Results

The following summarizes our select financial results (dollars in millions, except per share data):

	Year Ended December 31,
	2021		2020		% Increase / (Decrease)
Total revenue	$	2,080.5	$	1,647.1	26.3	%
Net income available to common stockholders (1)	$	359.5	$	395.5	(9.1)	%
Net income per share (2)	$	0.87	$	1.14	(23.7)	%
Funds from operations available to common stockholders ("FFO")	$	1,240.6	$	1,142.1	8.6	%
FFO per share (2)	$	2.99	$	3.31	(9.7)	%
Normalized funds from operations available to common stockholders ("Normalized FFO")	$	1,408.0	$	1,142.1	23.3	%
Normalized FFO per share (2)	$	3.39	$	3.31	2.4	%
Adjusted funds from operations available to common stockholders ("AFFO")	$	1,488.8	$	1,172.6	27.0	%
AFFO per share (2)	$	3.59	$	3.39	5.9	%

(1) The calculation to determine net income available to common stockholders includes provisions for impairment, gains from the sale of real estate, and foreign currency gains and losses. These items can vary from year to year and can significantly impact net income available to common stockholders and period to period comparisons.

(2) All per share amounts are presented on a diluted per common share basis.

Our financial results during 2021 were primarily impacted by the following transactions: (i) a $97.2 million loss on extinguishment of debt, which primarily includes $46.5 million related to the January 2021 early redemption of the 3.250% notes due October 2022 recorded in the three months ended March 31, 2021 and $46.4 million related to the December 2021 early redemption of the 4.650% notes due August 2023 recorded in the three months ended December 31, 2021, (ii) $167.4 million of merger and integration-related costs related to our merger with VEREIT and spin-off of office properties to Orion, (iii) $39.0 million of provisions for impairment, and (iv) $14.7 million in net reserves, recorded as a reduction of rental revenue. Our financial results during 2020 were primarily impacted by the following transactions: (i) $147.2 million of provisions for impairment, (ii) $52.5 million in net reserves recorded as a reduction of rental revenue, (iii) a $9.8 million loss on extinguishment of debt due to the January 2020 early

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redemption of the 5.750% notes due January 2021, and (iv) a $3.5 million executive severance charge for our former Chief Financial Officer ("CFO").

See our discussion of FFO, Normalized FFO, and AFFO (which are not financial measures under GAAP), later in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in this annual report, which includes a reconciliation of net income available to common stockholders to FFO and Normalized FFO, and AFFO.

DIVIDEND POLICY

Distributions are paid monthly to holders of shares of our common stock.

Distributions are paid monthly to the limited partners holding common units of Realty Income, L.P., each on a per unit basis that is generally equal to the amount paid per share to our common stockholders.

In order to maintain our status as a REIT for federal income tax purposes, we generally are required to distribute dividends to our stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains), and we are subject to income tax to the extent we distribute less than 100% of our taxable income (including net capital gains). In 2021, our cash distributions to common stockholders totaled $1.17 billion, or approximately 149.1% of our estimated taxable income of $784.7 million. Our estimated taxable income reflects non-cash deductions for depreciation and amortization. Our estimated taxable income is presented to show our compliance with REIT dividend requirements and is not a measure of our liquidity or operating performance. We intend to continue to make distributions to our stockholders that are sufficient to meet this dividend requirement and that will reduce or eliminate our exposure to income taxes. Furthermore, we believe our cash on hand and funds from operations are sufficient to support our current level of cash distributions to our stockholders. Our cash distributions to common stockholders in 2021 totaled $1.17 billion, representing 78.5% of our adjusted funds from operations available to common stockholders of $1.49 billion. In comparison, our 2020 cash distributions to common stockholders totaled $964.2 million, representing 82.2% of our adjusted funds from operations available to common stockholders of $1.17 billion. 

Future distributions will be at the discretion of our Board of Directors and will depend on, among other things, our results of operations, FFO, Normalized FFO, AFFO, cash flow from operations, financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, or the Code, our debt service requirements, and any other factors the Board of Directors may deem relevant. In addition, our credit facility contains financial covenants that could limit the amount of distributions payable by us in the event of a default, and which prohibit the payment of distributions on our common stock in the event that we fail to pay when due (subject to any applicable grace period) any principal or interest on borrowings under our credit facility.

Distributions of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to stockholders as ordinary income, except to the extent that we recognize capital gains and declare a capital gains dividend, or that such amounts constitute “qualified dividend income” subject to a reduced rate of tax. The maximum tax rate of non-corporate taxpayers for “qualified dividend income” is generally 20%. In general, dividends payable by REITs are not eligible for the reduced tax rate on qualified dividend income, except to the extent that certain holding requirements have been met with respect to the REIT’s stock and the REIT’s dividends are attributable to dividends received from certain taxable corporations (such as our taxable REIT subsidiaries) or to income that was subject to tax at the corporate or REIT level (for example, if we distribute taxable income that we retained and paid tax on in the prior taxable year). However, non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning after December 31, 2017 and before January 1, 2026.

Distributions in excess of earnings and profits generally will first be treated as a non-taxable reduction in the stockholders’ basis in their stock, but not below zero. Distributions in excess of that basis generally will be taxable as a capital gain to stockholders who hold their shares as a capital asset. Approximately 67.3% of the distributions to our common stockholders, made or deemed to have been made in 2021, were classified as a return of capital for federal income tax purposes.

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BUSINESS PHILOSOPHY AND STRATEGY

We believe that owning an actively managed, diversified portfolio of commercial properties under long-term, net lease agreements produces consistent and predictable income. A net lease typically requires the client to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance. In addition, clients of our properties typically pay rent increases based on: (1) fixed increases, (2) increases tied to inflation (typically subject to ceilings), or (3) additional rent calculated as a percentage of the clients’ gross sales above a specified level. We believe that a portfolio of properties under long-term net lease agreements with our commercial clients generally produces a more predictable income stream than many other types of real estate portfolios, while continuing to offer the potential for growth in rental income.

Diversification is also a key component of our investment philosophy. We believe that diversification of the portfolio by client, industry, geography, and property type leads to more consistent and predictable income for our stockholders by reducing vulnerability that can come with any single concentration. Our investment activities have led to a diversified property portfolio that, as of December 31, 2021, consisted of 11,136 properties located in all 50 U.S. states, Puerto Rico, the U.K. and Spain, and doing business in 60 industries. None of the 60 industries represented in our property portfolio accounted for more than 9.1% of our annualized contractual rent as of December 31, 2021.

With expanded scale from our merger with VEREIT, we hope to serve our existing clients better and to partner with new clients that require the larger and more diversified balance sheet we now provide. Equally, as we look to continue to expand geographically across Europe, we hope to partner with new multinational clients that seek a real estate partner with an expanding geographic footprint.

Investment Strategy

We seek to invest in high-quality real estate that our clients consider important to the successful operation of their businesses. We generally seek to acquire commercial real estate that has some or all of the following characteristics:

•Properties in markets or locations important to our clients;

•Properties that we deem to be profitable for our clients (e.g., retail stores or revenue generating sites);

•Properties with strong demographic attributes relative to the specific business drivers of our clients;

•Properties with real estate valuations that approximate replacement costs;

•Properties with rental or lease payments that approximate market rents for similar properties;

•Properties that can be purchased with the simultaneous execution or assumption of long-term net lease agreements, offering both current income and the potential for future rent increases;

•Properties that leverage relationships with clients, sellers, investors, or developers as part of a long-term strategy; and

•Properties that leverage our proprietary insights, including predictive analytics (e.g., through the selection of locations and geographic markets we expect to remain strong or strengthen in the future).

We typically seek to invest in properties owned or leased by clients that are already or could become leaders in their respective businesses supported by mechanisms including (but not limited to) occupancy of prime real estate locations, pricing, merchandise assortment, service, quality, economies of scale, consumer branding, e-commerce, and advertising. In addition, we frequently acquire large portfolios of properties net leased to different clients operating in a variety of industries. We have an internal team dedicated to sourcing such opportunities, often using our relationships with various clients, owners/developers, brokers, and advisers to uncover and secure transactions. We also undertake thorough research and analysis to identify what we consider to be appropriate property locations, clients, and industries for investment. This research expertise is instrumental to uncovering net lease opportunities in markets where we believe we can add value.

In selecting potential investments, we generally look for clients with the following attributes:

•Reliable and sustainable cash flow, including demonstrated economic resiliency;

•Revenue and cash flow from multiple sources;

•Are willing to sign a long-term lease (10 or more years); and

•Are large owners and users of real estate.

From a retail perspective, our investment strategy is to target clients that have a service, non-discretionary, and/or low-price-point component to their business. Our investments are usually with clients who have demonstrated

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resiliency to e-commerce or have a strong omni channel retail strategy, uniting brick-and-mortar and mobile browsing, both of which reflect the continued importance of last mile retail, the movement of goods to its final destination, real estate as part of a customer experience and supply chain strategy. Our overall investments (including last mile retail) are driven by an optimal portfolio strategy that, among other considerations, targets allocation ranges by asset class and industry. We review our strategy periodically and stress test our portfolio in a variety of positive and negative economic scenarios to ensure we deliver consistent earnings growth and value creation across economic cycles. As a result of the execution of this strategy, approximately 92% of our annualized retail contractual rent on December 31, 2021 is derived from our clients with a service, non-discretionary, and/or low price point component to their business. From a non-retail perspective, we target industrial properties leased to industry leaders, the majority of which are investment grade rated companies. We believe these characteristics enhance the stability of the rental revenue generated from these properties.

After applying this investment strategy, we pursue those transactions where we believe we can achieve an attractive investment spread over our cost of capital and favorable risk-adjusted returns. We will continue to evaluate all investments for consistency with our objective of owning net lease assets.

Underwriting Strategy

In order to be considered for acquisition, properties must meet stringent underwriting requirements. We have established a four-part analysis that examines each potential investment based on:

•The aforementioned overall real estate characteristics, including demographics, replacement cost, and comparative rental rates;

•Industry, client (including credit profile), and market conditions;

•Store profitability for retail locations if profitability data is available; and

•The importance of the real estate location to the operations of the clients’ business.

We believe the principal financial obligations for most of our clients typically include their bank and other debt, payment obligations to employees, suppliers, and real estate lease obligations. Because we typically own the land and building in which a client conducts its business or which are critical to the client’s ability to generate revenue, we believe the risk of default on a client’s lease obligation is less than the client’s unsecured general obligations. It has been our experience that clients must retain their profitable and critical locations in order to survive. Therefore, in the event of reorganization, we believe they are less likely to reject a lease of a profitable or critical location because this would terminate their right to use the property.

Thus, as the property owner, we believe that we will fare better than unsecured creditors of the same client in the event of reorganization. If a property is rejected by our client during reorganization, we own the property and can either lease it to a new client or sell the property. In addition, we believe that the risk of default on real estate leases can be further mitigated by monitoring the performance of our clients’ individual locations and considering whether to proactively sell locations that meet our criteria for disposition.

We conduct comprehensive reviews of the business segments and industries in which our clients’ operate. Prior to entering into any transaction, our research department conducts a review of a client’s credit quality. The information reviewed may include reports and filings, including any public credit ratings, financial statements, debt and equity analyst reports, and reviews of corporate credit spreads, stock prices, market capitalization, and other financial metrics. We conduct additional due diligence, including additional financial reviews of the client, and continue to monitor our clients’ credit quality on an ongoing basis by reviewing the available information previously discussed, and providing summaries of these findings to management.

At December 31, 2021, approximately 44% of our annualized contractual rent comes from properties leased to our investment grade clients, their subsidiaries or affiliated companies. At December 31, 2021, our top 20 clients (based on percentage of total portfolio annualized contractual rent) represented approximately 43% of our annualized rent and 12 of these clients have investment grade credit ratings or are subsidiaries or affiliates of investment grade companies. 

Asset Management Strategy

In addition to pursuing new properties for investment, we seek to increase earnings and dividends through active asset management.

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Generally, our asset management efforts seek to achieve: 

•Rent increases at the expiration of existing leases, when market conditions permit;

•Optimum exposure to certain clients, industries, and markets through re-leasing vacant properties and selectively selling properties;

•Maximum asset-level returns on properties that are re-leased or sold;

•Additional value creation from the existing portfolio by enhancing individual properties, pursuing alternative uses, and deriving ancillary revenue; and

•Investment opportunities in new asset classes for the portfolio.

We continually monitor our portfolio for any changes that could affect the performance of our clients, our clients’ industries, and the real estate locations in which we have invested. We also regularly analyze our portfolio with a view towards optimizing its returns and enhancing its overall credit quality. Our active asset management strategy pursues asset sales when we believe the reinvestment of the sale proceeds will:

•Generate higher returns;

•Enhance the credit quality of our real estate portfolio;

•Extend our average remaining lease term; and/or

•Strategically decrease client, industry, or geographic concentration.

The active management of the portfolio is an essential component of our long-term strategy of maintaining high occupancy.

Capital Philosophy

Historically, we have met our long-term capital needs by issuing common stock, long-term unsecured notes and bonds, term loans under our revolving credit facility and preferred stock. Over the long term, we believe that common stock should be the majority of our capital structure; however, we may also raise funds from debt or other equity securities. We may issue common stock when we believe that our share price is at a level that allows for the proceeds of any offering to be accretively invested into additional properties. In addition, we may issue common stock to permanently finance properties that were initially financed by our revolving credit facility, commercial paper program, or debt securities. However, we cannot assure you that we will have access to the capital markets at all times and at terms that are acceptable to us.

Our primary cash obligations, for the current year and subsequent years, are included in the “Table of Obligations,” which is presented later in this section. We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs and cash distributions to common stockholders, primarily through cash provided by operating activities, borrowings on our credit facility and under our commercial paper program and through public securities offerings.

We may choose to mitigate our financial exposure to exchange rate risk for properties acquired outside the U.S. through the issuance of debt securities denominated in the same local currency and through currency derivatives. We may leave a portion of our foreign cash flow unhedged to reinvest in additional properties in the same local currency.

For 2022, we intend to continue our active disposition efforts to further enhance our real estate portfolio. We plan to invest these proceeds into new property acquisitions if there are attractive opportunities available. However, we cannot guarantee that we will sell properties during 2022 or be able to invest the property sale proceeds in new properties.

Conservative Capital Structure

We believe that our stockholders are best served by a conservative capital structure. Therefore, we seek to maintain a conservative debt level on our balance sheet and solid interest and fixed charge coverage ratios. At December 31, 2021, our total outstanding borrowings of senior unsecured notes and bonds, term loan, mortgages payable, credit facility borrowings, commercial paper, and our proportionate share of outstanding borrowings by unconsolidated entities were $15.26 billion, or approximately 26.5% of our total market capitalization of $57.66 billion.

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We define our total market capitalization at December 31, 2021 as the sum of:

•Shares of our common stock outstanding of 591,261,991, plus total common units outstanding of 1,060,709, multiplied by the last reported sales price of our common stock on the NYSE of $71.59 per share on December 31, 2021, or $42.4 billion;

•Outstanding borrowings of $650.0 million on our revolving credit facility;

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

•Outstanding mortgages payable of $1.11 billion, excluding net mortgage premiums of $28.7 million and deferred financing costs of $790,000;

•Outstanding borrowings of $250.0 million on our term loan, excluding deferred financing costs of $443,000;

•Outstanding senior unsecured notes and bonds of $12.26 billion, including Sterling-denominated notes totaling £1.47 billion, and excluding unamortized net premiums of $295.5 million and deferred financing costs of $53.1 million; and

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

Impact of Real Estate and Credit Markets

In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain periods, including the current market, the global credit markets have experienced significant price volatility, dislocations, and liquidity disruptions, which may impact our access to and cost of capital. We continually monitor the commercial real estate and global credit markets carefully and, if required, will make decisions to adjust our business strategy accordingly.

Universal Shelf Registration

In June 2021, we filed a shelf registration statement with the SEC, which is effective for a term of three years and will expire in June 2024. In accordance with SEC rules, the amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit. The securities covered by this registration statement include (1) common stock, (2) preferred stock, (3) debt securities, (4) depositary shares representing fractional interests in shares of preferred stock, (5) warrants to purchase debt securities, common stock, preferred stock, or depositary shares, and (6) any combination of these securities. We may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

Revolving Credit Facility and Commercial Paper Program

We have a $3.0 billion unsecured revolving credit facility with an initial term that expires in March 2023 and includes, at our option, two six-month extensions. The multicurrency revolving facility allows us to borrow in up to 14 currencies, including U.S. dollars. Our revolving credit facility has a $1.0 billion expansion option, which is subject to obtaining lender commitments. Under our revolving credit facility, our investment grade credit ratings as of December 31, 2021 provide for financing at the London Interbank Offered Rate ("LIBOR"), plus 0.775% with a facility commitment fee of 0.125%, for all-in pricing of 0.90% over LIBOR. Our revolving credit facility was amended in December 2021 to include provisions for establishing alternative reference rates when LIBOR is no longer available.

The borrowing rate is subject to an interest rate floor and may change if our investment grade credit ratings change. We also have other interest rate options available to us under our credit facility. Our credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation.

At December 31, 2021, we had a borrowing capacity of $2.35 billion available on our revolving credit facility and an outstanding balance of $650.0 million. The weighted average interest rate on borrowings outstanding under our revolving credit facility during 2021 was 0.9% per annum. We must comply with various financial and other covenants in our credit facility. At December 31, 2021, we were in compliance with these covenants. We expect to use our credit facility to acquire additional properties and for other general corporate purposes. Any additional borrowings will increase our exposure to interest rate risk.

Additionally, we have a U.S. dollar-denominated unsecured commercial paper program. Under the terms of the program, we may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding of $1.0 billion. Borrowings under this program generally mature in one year or less. At December 31, 2021, we had an outstanding balance of $901.4 million. The weighted average interest rate on borrowings under our

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commercial paper program was 0.2% for 2021. We use our $3.0 billion revolving credit facility as a liquidity backstop for the repayment of the notes issued under the commercial paper program.

We generally use our credit facility and commercial paper borrowings for the short-term financing of new property acquisitions. Thereafter, we generally seek to refinance those borrowings with the net proceeds of long-term or more permanent financing, including the issuance of equity or debt securities. We cannot assure you, however, that we will be able to obtain any such refinancing, or that market conditions prevailing at the time of the refinancing will enable us to issue equity or debt securities at acceptable terms. We regularly review our credit facility and commercial paper program and may seek to extend, renew or replace our credit facility and commercial paper program, to the extent we deem appropriate.

Cash Reserves

We are organized to operate as an equity REIT that acquires and leases properties and distributes to stockholders, in the form of monthly cash distributions, a substantial portion of our net cash flow generated from leases on our properties. We intend to retain an appropriate amount of cash as working capital. At December 31, 2021, we had cash and cash equivalents totaling $258.6 million, inclusive of £105.1 million Sterling and €7.2 million Euro.

We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing capacity is sufficient to meet our liquidity needs for the next twelve months. We intend, however, to use permanent or long-term capital to fund property acquisitions and to repay future borrowings under our credit facility and commercial paper program.

Credit Agency Ratings

The borrowing interest rates under our revolving credit facility are based upon our ratings assigned by credit rating agencies. As of December 31, 2021, we were assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds: Moody’s Investors Service has assigned a rating of A3 with a “stable” outlook and Standard & Poor’s Ratings Group has assigned a rating of A- with a “stable” outlook. In addition, we were assigned the following ratings on our commercial paper at December 31, 2021: Moody's Investors Service has assigned a rating of P-2 and Standard & Poor's Ratings Group has assigned a rating of A-2.

Based on our ratings as of December 31, 2021, the facility interest rate was LIBOR, plus 0.775% with a facility commitment fee of 0.125%, for all-in drawn pricing of 0.90% over LIBOR. Our credit facility provides that the interest rate can range between: (i) LIBOR, plus 1.45% if our credit rating is lower than BBB-/Baa3 or our senior unsecured debt is unrated and (ii) LIBOR, plus 0.75% if our credit rating is A/A2 or higher. In addition, our credit facility provides for a facility commitment fee based on our credit ratings, which range from: (i) 0.30% for a rating lower than BBB-/Baa3 or unrated, and (ii) 0.10% for a credit rating of A/A2 or higher. Our revolving credit facility and term loan facility were amended in December 2021 to include provisions for establishing alternative reference rates when LIBOR is no longer available.

We also issue senior debt securities from time to time and our credit ratings can impact the interest rates charged in those transactions. If our credit ratings or ratings outlook change, our cost to obtain debt financing could increase or decrease. The credit ratings assigned to us could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies and we cannot assure you that our ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, a rating is not a recommendation to buy, sell or hold our debt securities, preferred stock or common stock.

Term Loans

In October 2018, in conjunction with entering into our revolving credit facility, we entered into a $250.0 million senior unsecured term loan, which matures in March 2024, and is governed by the credit agreement that governs our revolving credit facility. Borrowing under this term loan bears interest at the current one-month LIBOR, plus 0.85%. In conjunction with this term loan, we also entered into an interest rate swap which effectively fixes our per annum interest on this term loan at 3.89%. Our term loan facility was amended in December 2021 to include provisions for establishing alternative reference rates when LIBOR is no longer available.

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Mortgage Debt

As of December 31, 2021, we had $1.11 billion of mortgages payable, the majority of which were assumed in connection with our property acquisitions, including ten mortgages from our merger with VEREIT in 2021 totaling $839.1 million and a Sterling-denominated mortgage payable of £31.0 million. Additionally, at December 31, 2021, we had net premiums totaling $28.7 million on these mortgages and deferred financing costs of $790,000. We expect to pay off the mortgages payable as soon as prepayment penalties have declined to a level that would make it economically feasible to do so. During 2021, we made $66.6 million of principal payments, including the repayment of seven mortgages in full for $63.0 million. 

Notes Outstanding

As of December 31, 2021, we had $12.26 billion of senior unsecured note and bond obligations, excluding unamortized net premiums of $295.5 million and deferred financing costs of $53.1 million. All of our outstanding notes and bonds have fixed interest rates and contain various covenants, with which we remained in compliance as of December 31, 2021. Additionally, with the exception of our £400.0 million of 1.625% senior unsecured notes issued in October 2020, our January 2027 Notes, our July 2027 Notes, our July 2033 Notes, and our January 2042 Notes, in each case where interest is paid annually, interest on our remaining senior unsecured note and bond obligations is paid semiannually.

In connection with our merger with VEREIT, in November 2021, we completed our debt exchange offer to exchange outstanding notes previously issued by VEREIT OP, totaling $4.65 billion in principal, for new notes issued by Realty Income, pursuant to which approximately 99.2% of the outstanding notes issued by VEREIT OP were exchanged for a like aggregate principal amount of the notes issued by Realty Income. The interest rate, interest payment dates, redemption terms and maturity of each series of Realty Income notes issued by Realty Income in the exchange offers were the same as those of the corresponding series of VEREIT notes exchanged. With respect to the notes originally issued by VEREIT OP that remained outstanding, we amended the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture.

Environmental, Social and Governance (ESG)

In recent years, our environmental, social, and governance efforts have quickly evolved from commitments to action. We continue to focus on how best to institutionalize efforts for a lasting and positive impact. As a result, we strive to be a sustainability leader in the net lease REIT sector.

As The Monthly Dividend Company®, our mission is to conduct business with integrity, transparency, respect and humility to create long-term value across economic cycles for all stakeholders. We are committed to conducting our business according to the highest moral and ethical standards. Our dedication to providing dependable monthly dividends that increase over time is only enhanced by our elevated purpose, mission, vision and values.

We believe that our commitment to corporate responsibility, which encompasses ESG principles, is critical to our performance and long-term success and that we all have a shared responsibility to our people, communities that we operate in and the planet. In support of this commitment, we are dedicated to providing an engaging, inclusive, and safe work environment for our employees, operating our business in an environmentally conscious manner, and upholding our corporate responsibilities as a public company for the benefit of our stakeholders - our investors, clients, team and community. The Nominating/Corporate Governance Committee of our Board of Directors has direct oversight of ESG matters.

Environmental - Sustainability

We hold the protection of our assets, communities, and the environment in high regard. Based on our business model, the properties in our portfolio are primarily net leased to our clients, and each client is generally responsible for maintaining the buildings, including utilities management and the implementation of environmentally sustainable practices at each location. Therefore, we generally cannot control the implementation of environmentally sustainable practices without the assistance of our clients whose environmental initiatives may or may not be aligned with ours. However, we hope that with continued engagement, we can encourage clients to adopt environmentally sustainable practices. In that light, we have expanded and intend to continue to expand our client engagement efforts to achieve shared sustainability objectives on an ongoing basis. As a member of the National Association of Real Estate Investment Trusts ("Nareit") Real Estate Sustainability Council, we are focused on leveraging best practices and advancing our efforts in this area.

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Response to Climate Change

We seek to promote effective energy efficiency and other sustainability strategies and compliance with federal, state and international laws and regulations related to climate change, both internally and with our clients. We remain committed to sustainable business practices in our day-to-day activities by encouraging a culture of environmental responsibility at our offices and within our communities. We work with our clients to promote environmental responsibility at the properties we own, however, as noted above, as our properties are primarily net leased to our clients we generally cannot control the implementation of environmentally sustainable practices without the assistance of our clients. As we grow our sustainability efforts, we intend to leverage our size and expand our client engagement efforts to achieve shared sustainability objectives. We are:

•Operating from green certified buildings: our San Diego headquarters earned Energy Star Certification and through our merger with VEREIT, we have added LEED Platinum and LEED Silver office spaces;

•Continuing to upgrade our headquarters by completing a complete, building-wide LED retrofit, installing electric vehicle charging stations, and working to install rooftop and canopy photovoltaic panel system. This is in addition to our automatic lighting control system with light-harvesting technology, building management system that monitors and controls energy use, and energy efficient PVC roofing and heating and cooling systems;

•Following our 2021 Green Financing Framework to allocate proceeds from our inaugural Green Bond offering to green certified building acquisitions and other eligible green projects;

•Expanding and incorporating a greater volume of “Green Lease Clauses” in our leases for access to utility and performance data through lease rollovers, sale-leaseback transactions, and initiatives which allow us to benchmark our properties and work with clients to identify and implement energy efficiency projects;

•Increasing our client engagement initiative to learn about client sustainability goals, initiatives, and collaboration opportunities focused on utility data sharing, renewable energy options, electric vehicle charging infrastructure, as well as LED lighting and HVAC retrofits and other energy efficiency projects;

•Working with strategic real estate partners to survey existing site-level environmental characteristics to help develop a more comprehensive inventory of the portfolio’s low-footprint carbon initiatives;

•Providing our asset management and real estate operations teams with additional resources to identify and evaluate client partnership opportunities;

•Surveying asset-level property characteristics via client survey requests to increase environmental data coverage;

•Continuing to strengthen our governance structure and legal instruments to expedite opportunities across our portfolio; and

•Considering climate-related risks within our strategic enterprise-level risk assessment process while following Task Force on Climate-Related Financial Disclosure (TCFD) recommendations to better understand how climate change may impact future business decisions.

Social - Company Culture and Employees

Human Capital

We put great effort into cultivating an inclusive company culture. We are one team, and together we are committed to providing an engaging work environment centered on our One Team values of Do the right thing, Take ownership, Empower each other, Celebrate differences, and Give more than we take. As such, we hire talented employees with diverse backgrounds and perspectives and work to provide an environment with regular, open communication where capable team members have fulfilling careers and are encouraged to engage with and make a positive impact on business partners and the communities in which we operate.

The COVID-19 pandemic presented challenges to our employees. In response, during 2020 and continuing into 2021, we took the following actions to seek to assist our employees:

•For the continued safety of all employees, maintained a remote work environment;

•Implemented an improved internal communication and document management platform that provides employees enhanced video conferencing, document management, and virtual collaboration workspace which enhanced employee communications and collaboration during our remote work environment;

•Increased dialogue with our team leaders, including our CEO, who conducts regular check-in meetings with all departments and employees across the Company;

•Provided resources to employees who were directly impacted by the COVID-19 pandemic;

•Updated our business continuity plan that includes emergency planning, disaster recovery, alternative communication outlets, and real-time testing simulations;

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•Engaged with employees through a survey to gather their perspectives on how and when to return to an office work environment based on their individual situations;

•Established virtual engagement activities bringing colleagues together through the Team Building Committee and Green Team; and

•Hosted virtual “O”verall Wellbeing Program classes and events addressing mental health, stress reduction, financial wellbeing, and other wellness topics.

Recruitment, Development and Retention

We believe our employees form the foundation of our corporate culture and are one of our most valuable assets. As of January 2022, we employed 371 professionals (including four part-time employees), with the majority of talent recruited and hired from the local communities in which we operate. In order to broaden our reach for talent, we offer a college internship program and attract candidates utilizing diverse resources such as affinity associations, targeted job advertisements, and employee referrals. Additionally, as part of our ongoing efforts to strengthen our internal leadership development capabilities, we operate an annual mentorship program and train on topics such as anti-discrimination and harassment, cybersecurity, Diversity, Equality and Inclusion (DE&I) awareness, safety, and important company policies that are required for every employee. We also offer competency-based training that includes professional development, mentorship opportunities, executive and officer-level coaching, and leadership development.

Assistance and support are provided to employees who are working towards obtaining job-related licenses and relevant certifications as well as continuing education. Opportunities to enroll in professional and technical education is also extended to all employees who are looking for ways to continue learning and growing with the Company.

Employee retention is vital to maintaining a robust and cohesive workforce. To that end, we provide compensation that we believe is competitive with our peers and competitors, including a generous benefits package. Benefits include medical, dental, and vision healthcare benefits for all employees and their families; participation in a 401(k) plan with a matching contribution from us; paid time-off; disability and life insurance; and, in years that the Company's performance meets certain goals, the ability to earn equity in the Company that vests over four years. Our employees (excluding continuing employees from our merger with VEREIT in November 2021) have an average tenure of approximately 4.5 years and our leadership, including Senior Vice President and above, have an average tenure of approximately 9.5 years.

Diversity, Equality and Inclusion

We believe that much of our success is rooted in the diversity of our teams and our commitment to inclusion. This commitment starts at the top with our highly skilled and diverse Board, comprised of individuals with a variety of backgrounds and experience. We strive to emulate this diversity throughout the Company as part of our ongoing commitment to diversity, equality and inclusion with our DE&I Policy. We continue to expand our DE&I efforts around building employee awareness and understanding through various training requirements and learning opportunities. In 2021, we accomplished a 100% participation in our required DE&I training and hosted a variety of voluntary learning sessions around an array of DE&I topics (e.g., Cultural Diversity, and Humility, LGBTQ+ Pride, Black History), which supported employee self-reflection, engagement, and action throughout the year. In addition, we introduced the option for employees to select a floating holiday that recognizes DE&I that is personally meaningful to them.

These learning opportunities aim to continue building knowledge and facilitate open and safe conversations regarding critical DE&I topics, such as confronting bias in the workplace, driving inclusive conversations with others, and promoting belonging in our remote environment.

We perform a pay equity analysis each year to ensure that regardless of gender, race, or national origin, employees who perform similar work under similar circumstances are paid similar wages.

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Workforce Demographics

The following data is as of December 31, 2021 and was gathered voluntarily from employees and reflects the information provided by the participating respondents. No employees have identified as non-binary. We define Manager Level as employees that either supervise at least one team member or hold a title of Associate Director or above. We define Senior Officer Level as employees with a title of Senior Vice President or above. In addition to maintaining a diverse workforce, 42% of our Board of Directors self-identify as women and 50% self-identify as racially or ethnically diverse.

*7 of 19 senior officers identify as women

Employee Engagement

We believe our focus on culture, employee engagement and inclusion has helped us mitigate the risk of losing key team members. To assess, analyze, and respond to employee sentiment and to ensure that we are doing all we can to foster engagement from a strategic perspective, we launched our first employee engagement survey in 2019. Eighteen months later, we conducted our second employee engagement survey, both with an overwhelming 99% of employees participating and increasing positive results. We continuously strive in our culture and work environment to create opportunities for engagement and improvement. We intend to continue conducting employee engagement surveys every eighteen months.

We sponsor an active Team Building Committee comprised of volunteer-employees across numerous departments and seniority levels that organizes employee-driven, team-building events and activities to promote employee involvement, communication, and organizational continuity to foster strong interconnected relationships. We complement the Team Building Committee in support of our Environmental, Social, and Governance efforts with another volunteer-based, employee-driven Green Team that works on sustainability related matters at our office and in the community.

Employee Health, Safety and Wellbeing

We believe the health and wellbeing of our team members are cornerstones for our successful operations. Our “O”verall Wellbeing Program provides opportunities for our people to participate in various activities and educational programs to enhance their personal and professional lives. To support a healthy work-life balance, we offer flexible work schedules, access to discounted fitness programs, on-site dry-cleaning pickup, car wash services, paid family leave, generous maternity leave, lactation rooms and an infant at work program for new parents. Employees also have access to a robust employee assistance program. Our Injury and Illness Prevention Program (IIPP) helps us meet our goal of maintaining a safe and healthy working environment for our employees.

Additionally, we have continued to train employees on best practices for healthy hygiene in the workplace as we evaluate a return to office plan. Every employee was required to attend an information session on healthy office protocols and COVID-19 safety and prevention prior to regularly returning to the office to work. For our corporate offices, we have invested in MERV 13 filters, provide continuous HVAC air filtration, installed sanitizing stations, implemented social distancing guidelines, and trained employees on healthy hand washing habits. We also escalated cleaning protocols and preventative health screening questionnaires to create a safe and clean environment for our employees.

Governance - Fiduciary Duties and Ethics

We believe in the importance of a company’s reputation for integrity and are committed to managing the Company for the benefit of our stockholders. We are focused on maintaining good corporate governance and have implemented the below practices that illustrate this commitment including, but are not limited to:

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•Our Board of Directors is currently comprised of 12 directors, 11 of whom are independent, non-employee directors;

•Our Board of Directors is elected on an annual basis with a majority vote standard;

•Our directors conduct annual self-evaluations and participate in director orientation and continuing education programs;

•An enterprise risk management evaluation is conducted annually to identify and assess Company risk;

•Each standing committee of our Board of Directors is comprised entirely of independent directors; and

•We adhere to all other corporate governance principles outlined in our Corporate Governance Guidelines. These guidelines, as well as our bylaws, committee charters and other governance documents may be found on our website.

We are committed to conducting our business according to the highest ethical standards and upholding our corporate responsibilities as a public company operating for the benefit of our stockholders. Our Board of Directors has adopted a Code of Business Ethics that applies to our directors, officers, and other employees. The Code of Business Ethics includes our commitment to dealing fairly with all of our customers, service providers, suppliers, and competitors. We conduct an annual training with our employees regarding ethical behavior and require all employees to acknowledge the terms of, and abide by, our Code of Business Ethics, which is also available on our website. Our employees have access to members of our Board of Directors to report anonymously, if desired, any suspicion of misconduct by any member of our senior management or executive team. Anonymous reporting is always available through our whistleblower hotline and reported to our Audit Committee quarterly.

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PROPERTY PORTFOLIO INFORMATION

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

•Consisting of 11,136 properties;

•With an occupancy rate of 98.5%, or 10,972 properties leased and 164 properties available for lease or sale;

•With clients doing business in 60 separate industries;

•Located in all 50 U.S. states, Puerto Rico, the U.K. and Spain;

•With approximately 210.1 million square feet of leasable space;

•With a weighted average remaining lease term (excluding rights to extend a lease at the option of the client) of approximately 9.0 years; and

•With an average leasable space per property of approximately 18,860 square feet, approximately 12,470 square feet per retail property and approximately 248,120 square feet per industrial property.

At December 31, 2021, 10,972 properties were leased under net lease agreements. A net lease typically requires the client to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance. In addition, clients of our properties typically pay rent increases based on: (1) fixed increases, (2) increases tied to inflation (typically subject to ceilings), or (3) additional rent calculated as a percentage of the clients’ gross sales above a specified level.

We define total portfolio annualized contractual rent as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables, but excluding percentage rent and reimbursements from clients, as of the balance sheet date, multiplied by 12, excluding percentage rent. We believe total portfolio annualized contractual revenue is a useful supplemental operating measure, as it excludes properties that were no longer owned at the balance sheet date and includes the annualized rent from properties acquired during the quarter. Total portfolio annualized contractual rent has not been reduced to reflect reserves recorded as reductions to GAAP rental revenue in the periods presented and excludes unconsolidated entities.

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Industry Diversification

The following table sets forth certain information regarding our property portfolio classified according to the business of the respective clients, expressed as a percentage of our total portfolio annualized contractual rent:

	Percentage of Total Portfolio Annualized Contractual Rent by Industry as of
	Dec 31, 2021		Dec 31, 2020		Dec 31, 2019		Dec 31, 2018		Dec 31, 2017
United States
Aerospace	0.4	%	0.6	%	0.8	%	0.9	%	1.0	%
Apparel stores	1.5		1.3		1.1		1.2		1.4
Automotive collision services	1.0		1.1		1.0		0.9		1.0
Automotive parts	1.5		1.6		1.6		1.7		1.5
Automotive service	3.2		2.7		2.6		2.3		2.5
Automotive tire services	1.8		2.0		2.1		2.3		2.5
Beverages	1.3		2.1		2.0		2.4		2.6
Child care	1.5		2.1		2.1		2.2		1.7
Consumer electronics	0.6		0.3		0.3		0.3		0.3
Consumer goods	0.7		0.6		0.6		0.7		0.7
Convenience stores	9.1		11.9		12.3		12.6		9.3
Crafts and novelties	1.0		0.9		0.6		0.6		0.6
Diversified industrial	1.0		0.8		0.7		0.8		0.8
Dollar stores	7.5		7.6		7.9		7.3		7.5
Drug stores	6.6		8.2		8.8		9.4		10.2
Education	0.1		0.2		0.2		0.3		0.3
Energy	0.4		—		—		—		—
Entertainment	0.8		0.3		0.3		0.3		0.4
Equipment services	0.3		0.3		0.4		0.4		0.4
Financial services	2.0		1.8		2.0		2.4		2.3
Food processing	0.7		0.7		0.7		0.5		0.6
General merchandise	3.5		3.4		2.5		2.1		2.3
Government services	*		0.6		0.7		0.9		0.9
Grocery stores	4.9		4.9		5.2		5.0		5.3
Health and beauty	0.2		0.2		0.2		0.2		*
Health and fitness	4.7		6.7		7.0		7.1		7.7
Health care	1.9		1.5		1.6		1.6		1.4
Home furnishings	2.2		0.7		0.8		0.8		0.9
Home improvement	3.1		3.1		2.9		2.8		2.9
Machinery	0.1		0.1		0.1		0.1		0.1
Motor vehicle dealerships	1.3		1.6		1.6		1.8		2.0
Office supplies	0.2		0.1		0.2		0.2		0.2
Other manufacturing	0.5		0.4		0.6		0.7		0.8
Packaging	0.6		0.9		0.8		1.0		1.1
Paper	*		0.1		0.1		0.1		0.1
Pet supplies and services	0.9		0.7		0.7		0.5		0.6
Restaurants - casual dining	5.9		2.8		3.2		3.3		3.6
Restaurants - quick service	6.5		5.3		5.8		6.3		5.2
Shoe stores	0.2		0.2		0.2		0.5		0.6
Sporting goods	1.5		0.7		0.8		0.9		1.0
Telecommunications	0.1		0.5		0.5		0.6		0.6
Theaters	3.4		5.6		6.1		5.3		5.7
Transportation services	3.4		3.9		4.3		5.0		5.4
Wholesale clubs	2.5		2.4		2.5		2.9		3.1
Other	0.9		0.3		0.8		0.8		0.9
Total United States	91.5	%	93.8	%	97.3	%	100.0	%	100.0	%
Europe (1)
Grocery stores	5.3		4.9		2.7		—		—
Health care	0.1		0.1		—		—		—
Home improvement	2.0		1.2		—		—		—
Warehousing and storage	0.2		—		—		—		—
Other	0.9		*		*		—		—
Total Europe	8.5	%	6.2	%	2.7	%	—	%	—	%
Totals	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
* Less than 0.1%
(1) Europe consists of properties in the U.K., starting in May 2019, and in Spain, starting in September 2021.

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Property Type Composition

The following table sets forth certain property type information regarding our property portfolio as of December 31, 2021 (dollars in thousands):

Property Type	Number of Properties	Approximate Leasable Square Feet (1)	Total Portfolio Annualized Contractual Rent		Percentage of Total Portfolio Annualized Contractual Rent
Retail	10,819	134,919,200	$	2,430,223	83.4	%
Industrial	294	72,947,300	424,217		14.6
Other (2)	23	2,201,000	57,757		2.0
Totals	11,136	210,067,500	$	2,912,197	100.0	%

(1) Includes leasable building square footage. Excludes 3,600 acres of leased land categorized as agriculture at December 31, 2021.

(2) "Other" includes seven properties classified as office, consisting of 2,009,800 approximate leasable square feet and $29.2 million in annualized contractual rent, and 16 properties classified as agriculture, consisting of 191,200 approximate leasable square feet and $28.6 million in annualized contractual rent. In November 2021, we completed the spin-off of substantially all of our office assets into Orion Office REIT Inc.

Client Diversification

The following table sets forth the 20 largest clients in our property portfolio, expressed as a percentage of total portfolio annualized contractual rent, which does not give effect to deferred rent, at December 31, 2021: 

Client	Number of Leases	Percentage of Total Portfolio Annualized Contractual Rent (1)
Walgreens	333	4.1	%
Dollar General	1,272	4.0
7-Eleven	627	4.0
Dollar Tree / Family Dollar	1,016	3.6
FedEx	80	3.0
LA Fitness	79	2.5
Sainsbury's	26	2.3
BJ's Wholesale Club	32	2.0
CVS Pharmacy	183	1.8
Wal-Mart / Sam's Club	64	1.8
B&Q (Kingfisher)	23	1.7
AMC Theaters	35	1.7
Regal Cinemas (Cineworld)	41	1.6
Red Lobster	201	1.6
Tractor Supply	153	1.4
Tesco	15	1.4
Lifetime Fitness	16	1.4
Home Depot	29	1.2
Amazon	16	1.1
Fas Mart (GPM Investments)	262	1.0
Totals	4,503	43.1	%

(1) Amounts for each client are calculated independently; therefore, the individual percentages may not sum to the total.

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Lease Expirations

The following table sets forth certain information regarding the timing of the lease term expirations in our portfolio (excluding rights to extend a lease at the option of the client) and their contribution to total portfolio annualized contractual rent as of December 31, 2021 (dollars in thousands):

Total Portfolio (1)
	Expiring Leases		Approximate Leasable Square Feet	Total Portfolio Annualized Contractual Rent		Percentage of Total Portfolio Annualized Contractual Rent
Year	Retail	Non-Retail
2022	363	28	9,970,100	$	78,627	2.7	%
2023	774	27	11,461,700	147,579		5.1
2024	660	30	13,290,800	150,833		5.2
2025	800	32	13,432,100	191,366		6.6
2026	745	32	15,313,000	174,810		6.0
2027	1,143	22	16,729,100	216,666		7.4
2028	942	33	18,442,100	220,058		7.6
2029	811	14	17,085,400	209,853		7.2
2030	497	16	13,504,900	154,216		5.3
2031	424	36	19,914,400	228,369		7.8
2032	577	12	8,872,600	167,609		5.8
2033	508	13	11,776,300	149,801		5.1
2034	493	5	9,027,300	189,096		6.5
2035	373	2	4,054,000	95,522		3.3
2036	370	6	6,385,700	120,659		4.1
2037-2059	1,420	28	18,261,000	417,133		14.3
Totals	10,900	336	207,520,500	$	2,912,197	100.0	%

(1) Leases on our multi-client properties are counted separately in the table above. This table excludes 208 vacant units.

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Geographic Diversification

The following table sets forth certain state-by-state information regarding our property portfolio as of December 31, 2021:

Location	Number of Properties	Percent Leased		Approximate Leasable Square Feet	Percentage of Total Portfolio Annualized Contractual Rent
Alabama	380	98	%	4,074,500	2.1	%
Alaska	6	100		299,700	0.1
Arizona	223	99		3,344,600	1.9
Arkansas	226	98		2,454,300	1.1
California	315	99		10,962,400	6.3
Colorado	156	98		2,550,000	1.5
Connecticut	30	90		1,350,800	0.5
Delaware	26	100		192,000	0.2
Florida	700	99		9,492,600	5.3
Georgia	487	99		8,364,900	3.6
Hawaii	22	100		47,800	0.2
Idaho	27	100		189,100	0.1
Illinois	455	98		11,743,900	5.0
Indiana	386	99		7,370,100	2.9
Iowa	88	98		3,466,600	1.0
Kansas	172	100		4,452,400	1.3
Kentucky	172	97		3,413,800	1.3
Louisiana	296	99		4,861,900	2.2
Maine	55	98		1,008,300	0.5
Maryland	72	96		2,740,100	1.3
Massachusetts	88	99		3,045,800	1.4
Michigan	447	98		5,276,700	2.9
Minnesota	230	100		3,511,200	2.1
Mississippi	277	99		4,148,400	1.4
Missouri	341	98		4,636,100	2.1
Montana	21	100		204,500	0.1
Nebraska	75	99		1,013,000	0.4
Nevada	72	100		2,638,300	1.0
New Hampshire	30	100		567,900	0.4
New Jersey	136	98		2,199,900	1.8
New Mexico	101	99		1,280,200	0.7
New York	239	99		4,277,800	3.3
North Carolina	372	99		7,611,600	3.3
North Dakota	22	86		352,300	0.2
Ohio	656	99		14,915,200	4.7
Oklahoma	279	98		3,876,100	1.8
Oregon	41	98		656,400	0.5
Pennsylvania	327	98		5,852,700	2.8
Rhode Island	7	86		109,800	0.1
South Carolina	287	99		3,917,800	2.0
South Dakota	30	97		430,200	0.2
Tennessee	369	98		6,372,600	2.6
Texas	1,422	98		23,608,600	10.6
Utah	36	100		1,529,500	0.6
Vermont	7	100		134,900	0.1
Virginia	339	97		5,792,000	2.5
Washington	76	99		1,674,300	1.0
West Virginia	74	100		726,000	0.4
Wisconsin	239	100		4,200,600	1.9
Wyoming	23	100		157,700	0.1
Puerto Rico	6	100		59,400	0.1
Spain	43	100		2,492,000	0.7
U.K.	130	100		10,418,200	7.8
Totals/average	11,136	99	%	210,067,500	100.0	%

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including the documents incorporated by reference, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in this annual report, the words “estimated”, “anticipated”, “expect”, “believe”, “intend” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of strategy, plans, or intentions of management. Forward-looking statements are subject to risks, uncertainties, and assumptions about Realty Income Corporation, including, among other things:

•Our access to capital and other sources of funding;

•Our anticipated growth strategies;

•Our intention to acquire additional properties and the timing of these acquisitions;

•Our intention to sell properties and the timing of these property sales;

•Our intention to re-lease vacant properties;

•Anticipated trends in our business, including trends in the market for long-term net leases of freestanding, single-client properties;

•Future expenditures for development projects;

•The impact of the COVID-19 pandemic, or future pandemics, on us, our business, our clients, or the economy generally; and

•The uncertainties regarding whether the anticipated benefits or results of our merger with VEREIT will be achieved.

Future events and actual results, financial and otherwise, may differ materially from the results discussed or implied by the forward-looking statements. In particular, forward-looking statements regarding estimated or future results of operations or financial condition, estimated or future acquisitions of properties, or the estimated or potential impact of our merger with VEREIT are based upon numerous assumptions and estimates and are inherently subject to substantial uncertainties and actual results of operations, financial condition, property acquisitions and the impacts of our merger with VEREIT may differ materially from those expressed or implied in the forward-looking statements, particularly if actual events differ from those reflected in the estimates and assumptions upon which such forward-looking statements are based. Some of the factors that could cause actual results to differ materially are:

•Our continued qualification as a real estate investment trust;

•General domestic and foreign business and economic conditions;

•Competition;

•Fluctuating interest and currency rates;

•Access to debt and equity capital markets;

•Continued volatility and uncertainty in the credit markets and broader financial markets;

•Other risks inherent in the real estate business including our clients' defaults under leases, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters;

•Impairments in the value of our real estate assets;

•Changes in income tax laws and rates;

•The continued evolution of the COVID-19 pandemic and the measures taken to limit its spread, and its impacts on us, our business, our clients, or the economy generally;

•The timing and pace of reopening efforts at the local, state and national level in response to the COVID-19 pandemic and developments, such as the unexpected surges in COVID-19 cases, that cause a delay in or postponement of reopenings;

•The outcome of any legal proceedings to which we are a party or which may occur in the future;

•Acts of terrorism and war; and

•Any effects of uncertainties regarding whether the anticipated benefits or results of our merger with VEREIT will be achieved.

Additional factors that may cause risks and uncertainties include those discussed in the sections entitled “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K, for the fiscal year ended December 31, 2021.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that this annual report was filed with the SEC. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We undertake no obligation to publicly release the results of any

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revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, the forward-looking events discussed in this annual report might not occur.

Item 1A:      Risk Factors

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

Risks Related to Our Business and Industry

The COVID-19 pandemic has disrupted our operations and is expected to continue to have an adverse effect on our business, results of operations, financial condition and liquidity.

The COVID-19 pandemic, including the continued spread of new variants, has had, and other pandemics in the future could have, repercussions across global economies and financial markets. The COVID-19 pandemic and the measures taken to limit its spread have adversely impacted regional, national and global economic activity and have contributed to significant volatility and negative pressure in financial markets. The impact of the COVID-19 pandemic has rapidly evolved and, as cases and variants of COVID-19 have continued to increase and be identified, many countries, including the United States, the United Kingdom, and Spain, have reacted by, among other things, instituting quarantines and restricting travel. Many national, state and local governments, including in areas where we own properties, have also reacted by instituting quarantines, restrictions on travel, shelter-in-place orders, vaccine requirements, restrictions on types of business that may continue to operate, school closures, vaccine and testing requirements, limitations on attendance at events or other gatherings, and social distancing requirements, and additional national, state and local governments may implement similar restrictions. In that regard, surges in COVID-19 cases have led many state and local governments to increase the scope and severity of some of these restrictions and to institute new restrictions.

As a result, the COVID-19 pandemic and the measures taken to limit its spread have negatively impacted the global, national and regional economies generally and many industries, directly or indirectly, and those impacts may continue and may increase in severity, including potentially triggering prolonged periods of negative or limited economic growth. Factors that have contributed or may contribute to the adverse impact of the COVID-19 pandemic and the measures taken to limit its spread on the business, results of operations, financial condition and liquidity of us and our clients include, without limitation, the following:

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

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

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

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

•The financial impact of the COVID-19 pandemic could negatively impact our credit ratings, the interest rates on our borrowings, and our future compliance with financial covenants under our credit facility and other debt instruments, which could result in a default and potentially an acceleration of indebtedness, any of which could

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negatively impact our ability to make additional borrowings under our revolving credit facility, to sell commercial paper notes under our commercial paper program or incur other indebtedness, and pay dividends on our common stock and to pay the principal of and interest on our indebtedness, and our other obligations when due;

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

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

•A general decline in business activity and demand for real estate transactions could adversely affect our ability to grow our portfolio of properties.

The extent to which the COVID-19 pandemic continues to impact our operations and those of our clients will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or limit its impact, and the direct and indirect economic effects of the pandemic and containment measures. To date, the COVID-19 pandemic and the measures taken to limit its spread have adversely impacted and may continue to adversely impact, among other things, the ability of a number of our clients’ to generate adequate, or in certain cases, any revenue from their businesses, the ability or willingness of many of our clients to pay rent in full, or at all, or on a timely basis, and our ability to collect rent from our clients. It may also adversely impact our ability to enforce remedies for the failure to pay rent, our occupancy levels, our ability to acquire properties or complete construction projects, and may otherwise negatively affect our business.

Most of our clients operate retail businesses, many of which appear to have been disproportionately impacted by the COVID-19 pandemic and the measures taken to mitigate its spread. These adverse impacts have, at times, reduced the amount of rent we have been able to collect from our clients in those industries and may further decrease the likelihood of us collecting such rent in the future. In addition, if any of these or other clients declare bankruptcy or enter into similar corporate restructuring arrangements, they may seek to reject or renegotiate our existing leases, which could adversely affect our ability to collect rent that is owed or to collect future rent on those properties at anticipated rates, or at all, or to re-lease those properties on favorable terms.

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

In addition to the near-term effects of the COVID-19 pandemic on our clients and their businesses, we are unable to predict at this time the broader long-term impacts on consumer behavior in regard to brick-and-mortar retail and service-based businesses. To the extent certain adverse factors, including but not limited to, continued patterns of consumer savings and unemployment, persist, certain discretionary businesses could have prolonged negative consequences as a result of shifts in long-term consumer behavior.

As a result of the foregoing, we cannot predict the number of our clients that will not pay rent in the future, nor can we predict whether our clients who have paid rent in the past will continue to do so or whether our clients who have deferred rent will pay such rent in the future. As the COVID-19 pandemic continues, our clients may cease to pay their rent obligations to us in full or at all, and our clients may elect not to renew their leases, seek to terminate their leases, seek relief from their leases (including through negotiation, restructuring or bankruptcy), or decline to renew expiring leases or enter into new leases, all of which may adversely impact our rental revenue and occupancy rates, generate additional expenses, result in impairment charges or other write-downs of assets, and adversely impact our results of operations, financial condition and liquidity. In addition, as we believe to be the case with many retail landlords, we have received and may continue to receive short-term rent relief requests, most often in the form of rent deferral requests, or requests for further discussion from our clients. Collections and rent relief requests to-date may not be indicative of collections or requests in any future period.

Likewise, the deterioration of global economic conditions as a result of the pandemic may ultimately lead to a further decrease in occupancy levels and rental rates across our portfolio as our clients reduce or defer their spending, institute restructuring plans or file for bankruptcy. Some of our major clients have experienced temporary closures of some or all of their properties or have substantially altered or reduced their operations in response to the COVID-19 pandemic, and additional clients may do so in the future. In addition, the measures taken to prevent the spread of

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

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

While we anticipate that these measures are temporary, we cannot predict the specific duration for which these precautionary measures will stay in effect, and we may elect to take additional measures as the information available to us continues to develop. These actions, and any future actions we may take in response to the COVID-19 pandemic, could further negatively impact our business, financial condition, results of operations and liquidity.

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

To the extent the COVID-19 pandemic and related containment measures continue to adversely affect regional, national and global economic conditions and financial markets, as well as the business, results of operations, financial conditions and liquidity of us and our clients, they may also have the effect of heightening many of the risks described elsewhere in this “Risk Factors” section, including the risks resulting from our significant indebtedness; our need to generate sufficient cash flows to service our indebtedness, to pay dividends on our common stock, to pay the principal of and interest on our indebtedness, and provide for our other cash needs; our ongoing need for external financing; our ability to access borrowings under our credit facility and to sell notes under our commercial paper program; our ability to comply with the covenants contained in the agreements that govern our indebtedness; our ability to integrate VEREIT’s business or realize the anticipated synergies and related benefits of the merger; our dependency on key personnel; and the impact of negative market conditions or adverse events on our clients. In addition, in light of the COVID-19 pandemic and the measures taken to limit its spread, our historical information regarding our business, properties, results of operations, financial condition or liquidity may not be representative of the future results of operations, financial condition, liquidity or other financial or operating results of us, our properties or our business.

In order to grow we need to continue to acquire investment properties.  The acquisition of investment properties may be subject to competitive pressures.

 We face competition in the acquisition and operation of our properties. We expect competition from:

•Businesses;

•Individuals;

•Fiduciary accounts and plans; and

•Other entities engaged in real estate investment and financing.

Some of these competitors are larger than we are and have greater financial resources. This competition may result in a higher cost for properties we wish to purchase.

Negative market conditions or adverse events affecting our existing or potential clients, or the industries in which they operate, could have an adverse impact on our ability to attract new clients, re-lease space, collect rent or renew leases, which could adversely affect our cash flow from operations and inhibit growth.

Cash flow from operations depends in part on our ability to lease space to our clients on economically favorable terms and to collect rent from our clients on a timely basis. We could be adversely affected by various facts and events over which we have limited or no control, such as:

•Lack of demand in areas where our properties are located;

•Inability to retain existing clients and attract new clients;

•Oversupply of space and changes in market rental rates;

•Declines in our clients’ creditworthiness and ability to pay rent, which may be affected by their operations, economic downturns and competition within their industries from other operators;

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•Defaults by and bankruptcies of clients, failure of clients to pay rent on a timely basis, or failure of our clients to comply with their contractual obligations;

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

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

•Economic or physical decline of the areas where the properties are located; and

•Deterioration of physical condition of our properties.

At any time, any of our clients may experience a downturn in its business that may weaken its operating results or overall financial condition. As a result, a client may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, become insolvent or declare bankruptcy. Any client bankruptcy or insolvency, leasing delay or failure to make rental payments when due could result in the termination of our client’s lease and material losses to us.

If our clients do not renew their leases as they expire, we may not be able to rent or sell the properties. Furthermore, leases that are renewed, and some new leases for properties that are re-leased, may have terms that are less economically favorable than expiring lease terms, or may require us to incur significant costs, such as renovations, improvements on behalf of the client or lease transaction costs. Negative market conditions may cause us to sell vacant properties for less than their carrying value, which could result in impairments. Any of these events could adversely affect our cash flow from operations and our ability to make distributions to our stockholders and service our indebtedness. A significant portion of the costs of owning property, such as real estate taxes, insurance and maintenance, are not necessarily reduced when circumstances cause a decrease in rental revenue from the properties. In a weakened financial condition, our clients may not be able to pay these costs of ownership and we may be unable to recover these operating expenses from them.

Further, the occurrence of a client bankruptcy or insolvency could diminish the income we receive from our client’s lease or leases. The occurrence of a client bankruptcy or insolvency could diminish the income we receive from our client’s lease or leases. In addition, a bankruptcy court might authorize our client to terminate its leases with us. If that happens, our claim against the bankrupt client for unpaid future rent would be subject to statutory limitations that most likely would result in rent payments that would be substantially less than the remaining rent we are owed under the leases (although it is possible that we may not receive any unpaid future rent under terminated leases) or we may elect not to pursue claims against a client for terminated leases. In addition, any claim we have for unpaid past rent, if any, may not be paid in full, or at all. Moreover, in the case of a client’s leases that are not terminated as the result of its bankruptcy, we may be required or elect to reduce the rent payable under those leases or provide other concessions, reducing amounts we receive under those leases. As a result, client bankruptcies may have a material adverse effect on our results of operations and financial condition. Any of these events could adversely affect our cash flow from operations and our ability to make distributions to stockholders and service our indebtedness.

As of December 31, 2021, 164 of our properties were available for lease or sale. As of December 31, 2021, no single client or group of our clients in the same industry accounted for more than 10% of our total portfolio annualized contractual rent. Downturns in any of our industries could adversely affect our clients, which in turn could also have a material adverse effect on our financial position, results of operations and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions on our common stock, and any outstanding preferred stock.

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

As a property owner, we may be subject to unknown environmental liabilities.

Investments in real property can create a potential for environmental liability. An owner of property can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property. We can face such liability regardless of:

•Our knowledge of the contamination;

•The timing of the contamination;

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•The cause of the contamination; or

•The party responsible for the contamination of the property.

There may be environmental conditions associated with our properties of which we are unaware. In that regard, a number of our properties are leased to operators of convenience stores that sell petroleum-based fuels, as well as to operators of oil change and tune-up facilities and operators that use chemicals and other waste products. These facilities, and some other of our properties, use, or may have used in the past, underground lifts or underground tanks for the storage of petroleum-based or waste products, which could create a potential for the release of hazardous substances. Certain of our other properties, particularly those leased for industrial-type purposes, may also involve operations or activities that could give rise to environmental liabilities.

The presence of hazardous substances on a property may adversely affect our client's ability to continue to operate that property or our ability to lease or sell that property and we may incur substantial remediation costs or third party liability claims. Although our leases generally require our clients to operate in compliance with all applicable federal, state, and local environmental laws, ordinances and regulations, and to indemnify us against any environmental liabilities arising from the clients’ activities on the properties, we could nevertheless be subject to liability, including strict liability, by virtue of our ownership interest. There also can be no assurance that our clients could or would satisfy their indemnification obligations under their leases. The discovery of environmental liabilities attached to our properties could have an adverse effect on our results of operations, our financial condition, or our ability to make distributions to stockholders and to pay the principal of and interest on our debt securities and other indebtedness.

In addition, several of our properties were built during the period when asbestos was commonly used in building construction and we may acquire other buildings that contain asbestos in the future. Environmental laws govern the presence, maintenance, and removal of asbestos-containing materials, or ACMs, and require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, that they adequately inform or train those who may come into contact with asbestos and that they undertake special precautions, including removal or other abatement in the event that asbestos is disturbed during renovation or demolition of a building. These laws may impose fines and penalties on building owners or operators for failure to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.

While we have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to environmental contamination, if environmental contamination should exist on any of our properties, we could be subject to liability, including strict liability, by virtue of our ownership interest. In addition, while we maintain environmental insurance policies, it is possible that our insurance could be insufficient to address any particular environmental situation and/or that, in the future, we could be unable to obtain insurance for environmental matters at a reasonable cost, or at all. Our clients are generally responsible for, and indemnify us against, liabilities for environmental matters that arise during the lease terms as a result of clients’ activities on the properties. For properties that have underground storage tanks, in addition to providing an indemnity in our favor, the clients generally are required to meet applicable state financial assurance obligations, including maintaining certain minimum net worth requirements, obtaining environmental insurance, or relying upon the state trust funds where available in the states where these properties are located to reimburse responsible parties for costs of environmental remediation. However, it is possible that one or more of our clients could fail to have sufficient funds to cover any such indemnification or to meet applicable state financial assurance obligations, and thus we may still be obligated to pay for any such environmental liabilities.

If we fail to qualify as a REIT, it could adversely impact us, and the amount of dividends we are able to pay would decrease, which could adversely affect the market price of our capital stock and could adversely affect the value of our debt securities.

We believe that, commencing with our taxable year ended December 31, 1994, we have been organized and have operated, and we intend to continue to operate, so as to qualify as a REIT under Sections 856 through 860 of the Code. However, we cannot make any assurances that we have been organized or have operated in a manner that has satisfied the requirements for qualification as a REIT, or that we will continue to be organized or operate in a manner that will allow us to continue to qualify as a REIT.

Qualification as a REIT involves the satisfaction of numerous requirements under highly technical and complex Code provisions, for which there are only limited judicial and administrative interpretations, as well as the determination of various factual matters and circumstances not entirely within our control.

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For example, in order to qualify as a REIT, at least 95% of our gross income in each year must be derived from qualifying sources, and we must pay distributions to stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains).

If we fail to satisfy any of the requirements for qualification as a REIT, we may be subject to certain penalty taxes or, in some circumstances, we may fail to qualify as a REIT. If we were to fail to qualify as a REIT in any taxable year:

•We would be required to pay regular United States, or U.S., federal corporate income tax on our taxable income;

•We would not be allowed a deduction for amounts distributed to our stockholders in computing our taxable income;

•We could be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost;

•We would no longer be required to make distributions to stockholders; and

•This treatment would substantially reduce amounts available for investment or distribution to stockholders because of the additional tax liability for the years involved, which could have a material adverse effect on the market price of our capital stock and the value of our debt securities.

Even if we qualify for and maintain our REIT status, we may be subject to certain federal, state, local and foreign taxes on our income and property. For example, if we have net income from a prohibited transaction, that income will be subject to a 100% tax. In addition, our taxable REIT subsidiaries, including Crest, are subject to federal, state and, in some cases, foreign taxes at the applicable tax rates on their income and property. Any failure to comply with legal and regulatory tax obligations could adversely affect our ability to conduct business and could adversely affect the market price of our capital stock and the value of our debt securities.

Legislative or other actions affecting REITs could have a negative effect on us or our investors.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Services, or the IRS, and the U.S. Department of the Treasury, or the Treasury. Changes to the tax laws, with or without retroactive application, could adversely affect us or our investors, including holders of our common stock or debt securities. We cannot predict how changes in the tax laws might affect us or our investors. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT, the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.

The 2017 Tax Cuts and Jobs Act, or TCJA, has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders. We are continuing to assess the potential impact of TCJA on us as related regulations are proposed and finalized.

Although a number of regulations related to TCJA became final after 2017, there are still a number of proposed regulations open for comment, and further changes may be made in light of changes in the U.S. government. The legislation is still unclear in some respects and could be subject to further potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and IRS, any of which could lessen or increase the impact of the legislation. In addition, state and local tax jurisdictions, which often use federal taxable income as a starting point for computing state and local tax liabilities, are continuing to evaluate the legislation to determine their respective levels of conformity to the new law. While some of the changes made by the tax legislation may adversely affect us in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis. We continue to work with our tax advisors and auditors to determine the full impact that the tax legislation as a whole will have on us.

Distribution requirements imposed by law limit our flexibility.

To maintain our status as a REIT for federal income tax purposes, we generally are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gains, each year. We also are subject to tax at regular corporate rates to the extent that we distribute less than 100% of our taxable income (including net capital gains) each year.

In addition, we are subject to a 4% nondeductible excise tax to the extent that we fail to distribute during any calendar year at least the sum of 85% of our ordinary income for that calendar year, 95% of our capital gain net income for the calendar year, and any amount of that income that was not distributed in prior years.

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We intend to continue to make distributions to our stockholders to comply with the distribution requirements of the Code as well as to reduce our exposure to federal income taxes and the nondeductible excise tax. Differences in timing between the receipt of income and the payment of expenses to arrive at taxable income, along with the effect of required debt amortization payments, could require us to borrow funds to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT.

Future issuances of equity securities could dilute the interest of holders of our common stock.

Our future growth will depend, in large part, upon our ability to raise additional capital. If we were to raise additional capital through the issuance of equity securities, we could dilute the interests of holders of our common stock. The interests of our common stockholders could also be diluted by the issuance of shares of common stock pursuant to stock incentive plans. Likewise, our Board of Directors is authorized to cause us to issue preferred stock of any class or series (with dividend, voting and other rights as determined by our Board of Directors). Accordingly, our Board of Directors may authorize the issuance of preferred stock with voting, dividend and other similar rights that could dilute, or otherwise adversely affect, the interest of holders of our common stock.

We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell or refinance such assets.

We have in the past and may in the future acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership units in an operating partnership, which could result in stockholder dilution through the issuance of operating partnership units that, under certain circumstances, may be exchanged for shares of our common stock. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to restrictions on our ability to dispose of, or refinance the debt on, the acquired properties in order to protect the contributors’ ability to defer recognition of taxable gain. Similarly, we may be required to incur or maintain debt we would otherwise not incur so we can allocate the debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell or refinance an asset at a time, or on terms, that would be favorable absent such restrictions.

We are subject to risks associated with debt and preferred stock financing.

We intend to incur additional indebtedness in the future, including borrowings under our $3.0 billion unsecured revolving credit facility and our $1.0 billion commercial paper program. The credit agreement governing our revolving credit facility also governs our $250.0 million unsecured term loan facility due March 2024. Our revolving credit facility grants us the option, subject to obtaining lender commitments and other customary conditions, to expand the borrowing limits thereunder to up to $4.0 billion. In addition, we have an unsecured commercial paper note program under which we may offer and sell up to $1.0 billion of commercial paper at any time. We use our $3.0 billion revolving credit facility as a liquidity backstop for the repayment of notes issued under the commercial paper program. Specifically, we maintain unused borrowing capacity under our revolving credit facility equal to the aggregate principal amount of borrowings outstanding under our commercial paper program from time to time. We also may in the future enter into amendments and restatements of our current revolving credit facility and term loan facility, or enter into new revolving credit facilities or term loan facilities, and any such amended, restated or replacement revolving credit facilities or term loan facilities may increase the amounts we are entitled to borrow, subject to customary conditions, compared to our current revolving credit facility and term loan facility, or we may incur other indebtedness. We may also in the future increase the size of our commercial paper program. In addition, as a result of the merger, all outstanding secured indebtedness of VEREIT and its subsidiaries and all outstanding liabilities and other indebtedness of VEREIT and its subsidiaries (including $4.65 billion of additional senior unsecured notes that were originally issued by VEREIT OP, substantially all of which were subsequently exchanged for senior unsecured notes issued by us) became indebtedness and liabilities of ours or our subsidiaries, as the case may be, which has substantially increased the total secured indebtedness of us and our subsidiaries and the total liabilities and other indebtedness of our subsidiaries.

To the extent that new indebtedness is added to our current debt levels, the related risks that we now face would increase. As a result, we are and will be subject to risks associated with debt financing, including the risk that our cash flow could be insufficient to make required payments on our debt or to pay dividends on our common stock. We also face variable interest rate risk as the interest rates on our revolving credit facility and term loan are variable and could therefore increase over time. In addition, commercial paper borrowings are short-term obligations and the interest rate on newly issued commercial paper varies according to market conditions at the time of issuance. We also face the risk that we may be unable to refinance or repay our debt as it comes due. Given past disruptions in the financial markets and ongoing global financial uncertainties, including the impact of COVID-19 and of the United

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Kingdom’s withdrawal from the European Union (referred to as Brexit), we also face the risk that one or more of the participants in our revolving credit facility may not be able to lend us money.

In addition, our revolving credit facility, our term loan facility and our mortgage loan documents contain provisions that could limit or, in certain cases, prohibit the payment of dividends and other distributions to holders of our common stock and any outstanding preferred stock. In particular, our revolving credit facility and our $250.0 million term loan facility, all of which are governed by the same credit agreement, provide that, if an event of default (as defined in the credit agreement) exists, we may not pay any dividends or make other distributions on (except distributions payable in shares of a given class of our stock to the stockholders of that class), or repurchase or redeem, among other things, any shares of our common stock or any outstanding preferred stock, during any period of four consecutive fiscal quarters in an aggregate amount in excess of the greater of:

•The sum of (a) 95% of our adjusted funds from operations (as defined in the credit agreement) for that period plus (b) the aggregate amount of cash distributions made to holders of our outstanding preferred stock, if any, for that period, and

•The minimum amount of cash distributions required to be made to our stockholders in order to maintain our status as a REIT for federal income tax purposes and to avoid the payment of any income or excise taxes that would otherwise be imposed under specified sections of the Code on income we do not distribute to our stockholders,

except that we may repurchase or redeem shares of our outstanding preferred stock, if any, with net proceeds from the issuance of shares of our common stock or preferred stock. The credit agreement further provides that, in the event of a failure to pay principal, interest or any other amount payable thereunder when due or upon the occurrence of certain events of bankruptcy, insolvency or reorganization with respect to us or with respect to one or more of our subsidiaries that in the aggregate meet a significance test set forth in the credit agreement, we and our subsidiaries (other than our wholly-owned subsidiaries) may not pay any dividends or make other distributions on (except for (a) distributions payable in shares of a given class of our stock to the stockholders of that class and (b) dividends and distributions described in the second bullet point above), or repurchase or redeem, among other things, any shares of our common stock or preferred stock. If any such event of default under the credit agreement were to occur, it would likely have a material adverse effect on the market price of our outstanding common stock and any outstanding preferred stock and on the market value of our debt securities could limit the amount of dividends or other distributions payable to holders of our common stock and any outstanding preferred stock or the amount of interest and principal we are able to pay on our indebtedness, or prevent us from paying those dividends, other distributions, interest or principal altogether, and may adversely affect our ability to qualify, or prevent us from qualifying, as a REIT.

Our indebtedness could also have other important consequences to holders of our common stock, any outstanding preferred stock, and our debt securities, including:

•Increasing our vulnerability to general adverse economic and industry conditions;

•Limiting our ability to obtain additional financing to fund future working capital, acquisitions, capital expenditures and other general corporate requirements;

•Requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures, and general corporate requirements;

•Limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and

•Putting us at a disadvantage compared to our competitors with less indebtedness.

If we default under a credit facility, loan agreement or other debt instrument, the lenders will generally have the right to demand immediate repayment of the principal and interest on all of their loans and, in the case of secured indebtedness, to exercise their rights to seize and sell the collateral. Moreover, a default under a single loan or debt instrument may trigger cross-default or cross- acceleration provisions in other indebtedness and debt instruments, giving the holders of such other indebtedness and debt instruments similar rights to demand immediate repayment and to seize and sell any collateral.

Real estate ownership is subject to particular conditions that may have a negative impact on our revenue.

We are subject to all of the inherent risks associated with the ownership of real estate. In particular, we face the risk that rental revenue from our properties may be insufficient to cover all corporate operating expenses, debt service payments on indebtedness we incur, and distributions on our capital stock. Additional real estate ownership risks include:

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•Adverse changes in general or local economic conditions;

•Changes in supply of, or demand for, similar or competing properties;

•Changes in interest rates and operating expenses;

•Competition for our clients;

•Changes in market rents;

•Inability to lease properties upon termination of existing leases;

•Renewal of leases at lower rental rates;

•Inability to collect rental revenue from our clients due to financial hardship, including bankruptcy;

•Changes in tax, real estate, zoning and environmental laws that may have an adverse impact upon the value of real estate;

•Uninsured property liability;

•Property damage or casualty losses;

•Unexpected expenditures for capital improvements, including requirements to bring properties into compliance with applicable federal, state and local laws;

•The need to periodically renovate and repair our properties;

•Risks assumed as manager for pre-leased development or redevelopment projects;

•Physical or weather-related damage to properties;

•The potential risk of functional obsolescence of properties over time;

•Acts of terrorism and war;

•The impacts of climate change; and

•Acts of God and other factors beyond the control of our management.

Real estate property investments are illiquid. We may not be able to dispose of properties when desired or on favorable terms.

Real estate investments are relatively illiquid. Our ability to quickly sell or exchange any of our properties in response to changes in economic and other conditions will be limited. No assurances can be given that we will recognize full value, at a price and at terms that are acceptable to us, for any property that we are required to sell for liquidity reasons. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations.

Our acquisition of additional properties may have a significant effect on our business, liquidity, financial position and/or results of operations.

Our future success will depend, in part, upon our ability to manage our acquisitions and expansion opportunities. We are regularly engaged in the process of identifying, analyzing, underwriting, and negotiating possible acquisition transactions. We cannot provide any assurances that we will be successful in consummating future acquisitions on favorable terms or that we will realize expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits. Our inability to consummate one or more acquisitions on such terms, our failure to adequately underwrite and identify risks and obligations when acquiring properties, or our failure to realize the intended benefits from one or more acquisitions, could have a significant adverse effect on our business, liquidity, financial position and/or results of operations, including as a result of our incurrence of additional indebtedness and related interest expense and our assumption of unforeseen contingent liabilities in connection with completed acquisitions.

Furthermore, we have made and may continue to make selected acquisitions of properties that fall outside our historical focus on freestanding, single-client, net lease retail locations in the United States. We may be exposed to a variety of new risks by expanding into new property types and/or new jurisdictions outside the United States, including in the United Kingdom and Spain, and properties leased to our clients engaged in non-retail businesses. These risks may include limited experience in managing certain types of new properties, new types of real estate locations and lease structures, and the laws and culture of non-United States jurisdictions.

We are subject to additional risks from our international investments.

We have acquired and may continue to acquire properties outside of the United States. These investments may expose us to a variety of risks that are different from and in addition to those commonly found in the United States. Our international investments are subject to additional risks, including:

•The laws, rules and regulations applicable in such jurisdictions outside of the United States, including those related to property ownership by foreign entities;

•Complying with a wide variety of foreign laws;

•Fluctuations in exchange rates between foreign currencies and the U.S. dollar, and exchange controls;

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•As we may not have or have only a limited number of properties within a jurisdiction, our experience in that market and with local business may be limited;

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

•Challenges in establishing effective controls and procedures to regulate operations in different regions and to monitor and ensure compliance with applicable regulations, such as applicable laws related to corrupt practices, employment, licensing, construction, climate change or environmental compliance;

•Unexpected changes in regulatory requirements, tax, tariffs, trade barriers and other laws within jurisdictions outside the United States or between the United States and such jurisdictions;

•Potentially adverse tax consequences with respect to our properties;

•The impact of regional or country-specific business cycles and economic instability, including deteriorations in political relations with the United States, instability in, or further withdrawals from, the European Union or other international trade alliances or agreements; and

•Political instability, uncertainty over property rights, civil unrest, drug trafficking, political activism or the continuation or escalation of terrorist or gang activities.

If we are unable to adequately address these risks, they could have a significant adverse effect on our operations.

We may engage in development or expansion projects or invest in new assets, which would subject us to additional risks that could negatively impact our operations.

We may engage in development or other expansion projects, which could require us to raise additional capital and oversee state and local permitting. A decision by any governmental agency not to issue a required permit or substantial delays in the permitting process could prevent us from pursuing the development or expansion project. Additionally, any such new development or expansion project may not operate at designed capacity or may cost more to operate than we expect. The inability to successfully complete development or expansion projects or to complete them on a timely basis could adversely affect our business and results of operations.

In the future, we may invest in new or different assets or enter into new transaction structures that may or may not be closely related to our current business. These new assets and transaction structures may have new, different or increased risks than what we are currently exposed to in our business and we may not be able to manage these risks successfully. Additionally, when investing in such new assets or transaction structures, we will be exposed to the risk that those assets or structures, or the income generated thereby, will affect our ability to meet the requirements to maintain our REIT status. If we are not able to successfully manage the risks associated with such new assets, it could have an adverse effect on our business, results of operations and financial condition.

An uninsured loss or a loss that exceeds the policy limits on our properties could subject us to lost capital or revenue on those properties.

Under the terms and conditions of the leases currently in force on our properties, clients generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons, air, water, land or property, due to activities conducted on the properties, except for claims arising from the negligence or intentional misconduct of us or our agents. Additionally, clients are generally required, at the client’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. The insurance policies our clients are required to maintain for property damage are generally in amounts not less than the full replacement cost of the improvements less slab, foundations, supports and other customarily excluded improvements. Our clients are generally required to maintain general liability coverage depending on the client and the industry in which the client operates.

In addition to the indemnities and required insurance policies identified above, many of our properties are also covered by flood and earthquake insurance policies (subject to substantial deductibles) obtained and paid for by the clients as part of their risk management programs. Additionally, we have obtained blanket liability, flood and earthquake (subject to substantial deductibles) and property damage insurance policies to protect us and our properties against loss should the indemnities and insurance policies provided by the clients fail to restore the properties to their condition prior to a loss. We do not carry insurance for certain losses and certain types of losses may be either uninsurable or not economically insurable. However, should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on our results of operations or financial condition and on our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders. We also face the risk that our insurance carriers

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may not be able to provide payment under any potential claims that might arise under the terms of our insurance policies, and we may not have the ability to purchase insurance policies we desire.

In addition, although we obtain title insurance policies on our properties to help protect us and our properties against title defects (such as adverse claims of ownership, liens or other encumbrances), there may be certain title defects that our title insurance will not cover. If a material title defect related to any of our properties is not adequately covered by a title insurance policy, we could lose some or all of our capital invested in and our anticipated profits from such property, cause a financial misstatement or damage our reputation.

Compliance with the Americans with Disabilities Act of 1990 and fire, safety, and other regulations may require us to make unintended expenditures that could adversely impact our results of operations.

Our properties are generally required to comply with the Americans with Disabilities Act of 1990, or the ADA. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers and non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants. The retailers to whom we lease properties are obligated by law to comply with the ADA provisions, and we believe that these retailers may be generally obligated to cover costs associated with compliance. If required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these retailers to cover costs could be adversely affected and we could be required to expend our own funds to comply with the provisions of the ADA, which could materially adversely affect our results of operations or financial condition and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders. In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements and these expenditures could have a material adverse effect on our results of operations or financial condition and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders.

Property taxes may increase without notice.

The real property taxes on our properties and any other properties that we develop or acquire in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities. While the majority of our leases are under a net lease structure, some or all of such property taxes may not be collectible from our clients.

Our business is subject to risks associated with climate change and our sustainability strategies.

The effects of climate change, and a resulting shift to a lower carbon economy, could present several climate-related risks and opportunities for our business. Physical risks from climate change could result in both chronic and acute perils including, but not limited to, extreme weather, changes in precipitation and temperature, and rising sea levels, all of which may result in physical damage to, or a decrease in demand for, our properties located in the areas affected by these conditions. Should the impact of climate change be severe or occur for lengthy periods of time, connectivity, labor and supply chains could impact business continuity for ourselves and our clients. This could adversely affect our financial condition or results of operations.

In addition, we seek to promote effective energy efficiency and other sustainability strategies and compliance with federal, state and international laws and regulations related to climate change, both internally and with our clients. Our sustainability strategies and efforts to comply with changes in federal, state and international laws and regulations on climate change could result in significant capital expenditures to improve our existing properties or properties we may acquire. Any changes to such laws and regulations could also result in increased operating costs or capital expenditures at our properties. If we are unable to comply with laws and regulations on climate change or implement effective sustainability strategies, our reputation among our clients and investors may be damaged and we may incur fines and/or penalties. Moreover, there can be no assurance that any of our sustainability strategies will result in reduced operating costs, higher occupancy or higher rental rates or deter our existing clients from relocating to properties owned by our competitors.

We are subject to risks related to the discontinuance of LIBOR.

Certain of our existing debt instruments and other financial arrangements, including our $3.0 billion revolving credit facility and our $250.0 million term loan facility, provide for borrowings to be made at variable interest rates that use the London Interbank Offered Rate, or LIBOR (or metrics derived from or related to LIBOR), as a benchmark for establishing the interest rate applicable to outstanding borrowings thereunder, and we may incur additional

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indebtedness or enter into new financial arrangements that use LIBOR as a benchmark for establishing the interest rate for borrowing thereunder. Likewise, as part of our cash management practices we may from time to time invest available cash in financial instruments that use LIBOR as a benchmark for calculating interest payments or other obligations thereunder.

LIBOR is in the process of being discontinued. While certain U.S. dollar LIBOR settings will continue to be published on the current basis until June 30, 2023, all other LIBOR settings either are no longer being published or are being published only for a limited time and only on a “synthetic” basis (i.e., not on the basis of submissions made by panel banks). The regulator of the administrator of LIBOR has prohibited any new use of LIBOR by firms subject to its supervision, and certain regulators in the United States have stated that no new contracts using U.S. dollar LIBOR should be entered into after 2021.

While our revolving credit facility and our term loan facility include provisions for establishing alternative reference rates when LIBOR is no longer be available, the consequences of the adoption of any such alternative reference rates cannot be predicted and could have an adverse impact on the amount of interest and commitment fees that we pay under those facilities. Likewise, the unavailability of LIBOR may have an adverse impact on interest rates and other financing costs under other debt instruments and other financial obligations of ours, as well as the market value of and the payments we receive under any LIBOR-linked securities or investments that we may own from time to time. In addition, financial markets generally may be adversely affected by the discontinuation of LIBOR, the uncertainties regarding its discontinuation, the alternative reference rates that are being or may be used in place of LIBOR and other issues related to LIBOR. Any of the foregoing could adversely affect our results of operations and financial condition.

Our charter contains restrictions upon ownership of our common stock.

Our charter contains restrictions on ownership and transfer of our common stock intended to, among other purposes, assist us in maintaining our status as a REIT for United States federal and/or state income tax purposes. For example, our charter restricts any person from acquiring beneficial or constructive ownership of more than 9.8% (by value or by number of shares, whichever is more restrictive) of our outstanding shares of common stock. These restrictions could have anti-takeover effects and could reduce the possibility that a third party will attempt to acquire control of us, which could adversely affect the market price of our common stock.

The value of certain of our investment in real property may be reduced as the result of the expiration or loss of local tax abatements, tax credit programs, or other governmental incentives.

Certain of our investments have the benefit of governmental tax incentives aimed at inducing property users to relocate to incentivize development in areas and neighborhoods which have not historically seen robust commercial development. The 2017 Tax Cuts and Jobs Act provided for such communities to be designated as Qualified Opportunity Zones, which are eligible for such tax benefits. These incentives typically have specific sunset provisions and may be subject to governmental discretion in the eligibility or award of the applicable incentives. The expiration of these incentive programs or the inability of potential clients or users to be eligible for or to obtain governmental approval of the incentives, or the inability to remain compliant with such programs, may have an adverse effect on the value of our investment, cash flow and net income, and may result in impairment charges.

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

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

The merger involved the combination of two companies which operated as independent public companies. We are required to devote significant management attention and resources to integrating the business practices and operations of VEREIT. Potential difficulties we may encounter in the integration process include the following:

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

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

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

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

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

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

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

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

Our historical and unaudited pro forma condensed combined financial statements may not be representative of our results after the merger and the transactions contemplated by the Merger Agreement.

The merger and the transactions contemplated by the Merger Agreement, including the subsequent spin-off of Orion, were completed in November 2021. Accordingly, our historical financial statements and our operating results for the periods prior to such time do not give effect to those transactions. In addition, the unaudited pro forma condensed combined financial statements related to such transactions that we have previously prepared were created for informational purposes only and do not purport to be indicative of the financial position or results of operations that actually would have occurred had the merger and the transactions contemplated by the Merger Agreement been completed as of the dates indicated, nor does it purport to be indicative of the future operating results or financial position of Realty Income after the merger and the transactions contemplated by the Merger Agreement. The unaudited pro forma condensed combined financial statements reflect adjustments, which were based upon preliminary estimates, to allocate the purchase price to VEREIT’s assets and liabilities and certain estimates and assumptions regarding the merger and the transactions contemplated by the Merger Agreement that Realty Income and VEREIT believe are reasonable under the circumstances. In addition, the unaudited pro forma condensed combined financial statements do not reflect other future events that occur after the merger and the transactions contemplated by the Merger Agreement, including the costs related to the planned integration of the two companies and any future nonrecurring charges resulting from the merger and the transactions contemplated by the Merger Agreement, and do not consider potential impacts of current market conditions on revenues or expense efficiencies. As a result, we cannot assure you that our historical and unaudited pro forma condensed combined financial statements will be representative of our results for future periods.

General Risk Factors

The market value of our capital stock and debt securities could be substantially affected by various factors.

The market value of our capital stock and debt securities will depend on many factors, which may change from time to time and may be outside of our control, including:

•Prevailing interest rates, increases in which may have an adverse effect on the market value of our capital stock and debt securities;

•The market for similar securities issued by other REITs;

•General economic, political and financial market conditions;

•The financial condition, performance and prospects of us, our clients and our competitors;

•Changes in legal and regulatory taxation obligations;

•Litigation and regulatory proceedings;

•Changes in financial estimates or recommendations by securities analysts with respect to us, our competitors or our industry;

•Changes in our credit ratings;

•Actual or anticipated variations in quarterly operating results of us and our competitors; and

•Failure to achieve the perceived benefits of the merger and the transactions contemplated by the Merger Agreement or if the effect of the merger and the transactions contemplated by the Merger Agreement on our results of operations or financial condition is not consistent with the expectations of financial or industry analysts.

In addition, over the last several years, prices of common stock and debt securities in the United States, trading markets have experienced extreme price fluctuations, and the market values of our common stock and debt securities have also fluctuated significantly during this period. As a result of these and other factors, investors who purchase our capital stock and debt securities may experience a decrease, which could be substantial and rapid, in the market value of our capital stock and debt securities, including decreases unrelated to our operating performance or prospects.

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Litigation risks could affect our business.

From time to time, we are involved in legal proceedings, lawsuits, and other claims including those that may arise out acquisitions, development opportunities and other strategic transactions. An unfavorable resolution of litigation may have a material adverse effect on our business, results of operations and financial condition. Regardless of its outcome, litigation may result in substantial costs and expenses and significantly divert the attention of management.

We depend on key personnel.

We depend on the efforts of our executive officers and key employees. In addition, our success after the merger with VEREIT will depend in part upon our ability to retain executive officers and key employees who may depart because of issues relating to the uncertainty and difficulty of integration following the merger or a desire not to remain with Realty Income. The loss of the services of our executive officers and key employees could have a material adverse effect on our results of operations or financial condition and on our ability to pay the principal and interest on our debt securities and other indebtedness and to make distributions to our stockholders. It is possible that we will not be able to recruit additional personnel with equivalent experience in the net lease industry or retain employees to the same extent as in the past.

Natural disasters, terrorist attacks, other acts of violence or war, or other unexpected events may affect the value of our debt and equity securities, the markets in which we operate and our results of operations.

Natural disasters, terrorist attacks, other acts of violence or war, or other unexpected events may negatively affect our operations, the market price of our capital stock and the value of our debt securities. There can be no assurance that events like these will not occur or have a direct impact on our clients, our business or the United States or world generally.

If events like these were to occur, they could materially interrupt our business operations, cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and worldwide financial markets and economy. They also could result in or prolong an economic recession in the U.S. or abroad. Any of these occurrences could have a significant adverse impact on our operating results and revenues and on the market price of our capital stock and on the value of our debt securities. It could also have an adverse effect on our ability to pay principal and interest on our debt securities or other indebtedness and to make distributions to our stockholders.

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records, which may include personal identifying information. Although we have taken steps to protect the security of the data maintained in our information systems, our security measures may not be able to prevent the systems’ improper functioning, or the theft of intellectual property, personal information, or personal property, such as in the event of cyber-attacks or ransom-ware attacks. Any failure to maintain proper function, security and availability of our information systems could interrupt our operations, result in theft of company assets, damage our reputation, subject us to liability claims and could adversely affect our business, financial condition and results of operations. Further, while we carry cyber liability insurance, such insurance may not be adequate to cover all losses related to such events.

Volatility in market and economic conditions may impact the accuracy of the various estimates used in the preparation of our financial statements and footnotes to the financial statements.

Various estimates are used in the preparation of our financial statements, including estimates related to asset and liability valuations (or potential impairments), and various receivables. Often these estimates require the use of market data values that are currently difficult to assess, as well as estimates of future performance or receivables collectability that can also be difficult to accurately predict. Although management believes it has been prudent and used reasonable judgment in making these estimates, it is possible that actual results may differ from these estimates.

Inherent limitations of internal controls over financial statements, disclosure controls and safeguarding of assets may adversely impact our financial condition and results of operations.

Our internal controls over financial reporting, disclosure controls and procedures and our operating internal controls may not prevent or detect financial misstatements or loss of assets because of inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to financial statement and disclosure accuracy and safeguarding of assets.

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Additionally, as a result of our merger with VEREIT, we are operating two separate ERP systems to execute our financial reporting until we can complete a full data migration and complete the related testing. We have started the process of integrating these two ERP platforms into one primary system and expect to complete the implementation process during 2022. We have updated our internal controls over financial reporting, as necessary, to accommodate modifications to our business processes for these parallel ERP systems, as we work towards enhanced automated controls through a central platform. However, utilization of parallel ERP systems has inherent risks, which can complicate our financial reporting controls and potentially lead to breakdowns in data integrity. This ERP integration also has required, and will continue to require, significant capital and human resources to deploy. In addition, potential flaws in implementing the primary ERP or in the failure of any portion/module of the ERP to meet our needs or provide appropriate controls may pose risks to our ability to operate successfully and efficiently and with an effective system of internal controls.

Failures in our internal controls could result in adverse consequences in our financial reporting and operations, including delays, additional costs, impairment in our ability to access capital, adverse impacts to investor confidence, regulatory review, or litigation.

Our business operations may not generate the cash needed to make distributions on our capital stock or to service our indebtedness.

Our ability to make distributions on our common stock and any outstanding preferred stock and payments on our indebtedness, and to fund planned acquisitions and capital expenditures will depend on our ability to generate cash in the future. We cannot make any assurances that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to make distributions on our common stock and any outstanding preferred stock, to pay our indebtedness, or to fund our other liquidity needs.

Disruptions in the financial markets could affect our ability to obtain financing on reasonable terms and have other adverse effects on us and the market price of our common stock.

Historically, there have been periods where the global equity and credit markets have experienced significant price volatility, dislocations and liquidity disruptions, which have caused market prices of equity and debt securities to fluctuate substantially and the spreads on prospective debt financings to widen considerably. These circumstances have materially impacted liquidity in the financial markets, making terms for certain financings less attractive, and in certain cases have resulted in the unavailability of certain types of financing. Uncertainty in the equity and credit markets may negatively impact our ability to access additional financing at reasonable terms, which may adversely affect our ability to make acquisitions. A prolonged downturn in the equity or credit markets may cause us to seek alternative sources of potentially less attractive financing and may require us to adjust our business plan accordingly. In addition, these factors may make it more difficult for us to sell properties or may adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of financing or difficulties in obtaining financing. These events in the equity and credit markets may make it more difficult or costly for us to raise capital through the issuance of common stock, preferred stock or debt securities. These disruptions in the financial markets also may have a material adverse effect on the market value of our common stock and debt securities, the income we receive from our properties and the lease rates we can charge for our properties, as well as other unknown adverse effects on us or the economy in general.

Inflation may adversely affect our financial condition and results of operations.

Increased inflation could have a more pronounced negative impact on any variable rate debt we incur in the future and on our results of operations. During times when inflation is greater than increases in rent, as provided for in our leases, rent increases may not keep up with the rate of inflation. Likewise, even though net leases reduce our exposure to rising property expenses due to inflation, substantial inflationary pressures and increased costs may have an adverse impact on our clients if increases in their operating expenses exceed increases in revenue, which may adversely affect our clients’ ability to pay rent. In addition, the U.K. government's plan to reform the Retail Price Index (RPI) to align with the Consumer Price Index (CPIH) may result in a lower measure of inflation and, in turn, have a negative impact on our lease revenue currently tied to RPI in the U.K.

Item 1B:                         Unresolved Staff comments

There are no unresolved staff comments.

Item 2:                                  Properties

Information pertaining to our properties can be found under Item 1.

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Item 3:                                  Legal Proceedings

We are subject to certain claims and lawsuits in the ordinary course of business, the outcome of which cannot be determined at this time. In the opinion of management, any liability we might incur upon the resolution of these claims and lawsuits will not, in the aggregate, have a material adverse effect on our consolidated financial position or results of operations.

Item 4:                                  Mine Safety Disclosures

None.

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PART II

Item 5:         Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

A. Our common stock is traded on the NYSE under the ticker symbol “O.” The following table shows the high and low sales prices per share for our common stock as reported by the NYSE, and distributions declared per share of common stock for the periods indicated. 

	Price Per Share of Common Stock
	High		Low		Distributions Declared (1)
2021
First Quarter	$	64.60	$	57.00	$	0.7040
Second Quarter	71.84		63.64		0.7055
Third Quarter	72.75		64.86		0.7070
Fourth Quarter	74.60		64.98		0.7285
Total					$	2.8450
2020
First Quarter	$	84.92	$	38.00	$	0.6980
Second Quarter	65.56		43.41		0.6995
Third Quarter	66.80		56.33		0.7010
Fourth Quarter	65.09		57.09		0.7025
Total					$	2.8010

(1) Common stock cash distributions are declared monthly by us based on financial results for the prior months. At December 31, 2021, a distribution of $0.2465 per common share had been declared and was paid in January 2022. 

B.  There were approximately 12,400 registered holders of record of our common stock as of December 31, 2021. We estimate that our total number of stockholders is approximately 1,162,000 when we include both registered and beneficial holders of our common stock.

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

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

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

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

Item 6:                              Reserved

Item 7:                              Management’s Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

Realty Income, The Monthly Dividend Company®, is an S&P 500 company and member of the S&P 500 Dividend Aristocrats® index for having increased its dividend every year for over 25 consecutive years. We invest in people and places to deliver dependable monthly dividends that increase over time. We are structured as a real estate investment trust ("REIT") requiring us annually to distribute at least 90% of our taxable income (excluding net capital gains) in the form of dividends to our stockholders. The monthly dividends are supported by the cash flow generated from real estate owned under long-term net lease agreements with our commercial clients.

Realty Income was founded in 1969, and listed on the New York Stock Exchange ("NYSE": O) in 1994. Over the past 53 years, Realty Income has been acquiring and managing freestanding commercial properties that generate rental revenue under long-term net lease agreements with our commercial clients.

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

•Consisting of 11,136 properties;

•With an occupancy rate of 98.5%, or 10,972 properties leased and 164 properties available for lease or sale;

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•With clients doing business in 60 separate industries;

•Located in all 50 U.S. states, Puerto Rico, the United Kingdom (U.K.) and Spain;

•With approximately 210.1 million square feet of leasable space;

•With a weighted average remaining lease term (excluding rights to extend a lease at the option of our client) of approximately 9.0 years; and

•With an average leasable space per property of approximately 18,860 square feet, approximately 12,470 square feet per retail property and approximately 248,120 square feet per industrial property.

Of the 11,136 properties in the portfolio at December 31, 2021, 11,043, or 99.2%, are single-client properties, of which 10,883 were leased, and the remaining are multi-client properties.

Unless otherwise specified, references to rental revenue in the Management's Discussion and Analysis of Financial Condition and Results of Operations are exclusive of reimbursements from clients for recoverable real estate taxes and operating expenses totaling $104.9 million, $79.4 million and $69.1 million for 2021, 2020 and 2019, respectively. In addition, references to reserves recorded as a reduction of rental revenue include amounts reserved for in the current period, as well as unrecognized contractual revenue and unrecognized straight-line rental revenue for leases accounted for on a cash basis. References to reserve reversals recorded as increases to rental revenue include amounts where the accounting for recognition of rental revenue and straight-line rental revenue has been moved from the cash to the accrual basis.

LIQUIDITY AND CAPITAL RESOURCES

Capital Philosophy

Historically, we have met our long-term capital needs by issuing common stock, long-term unsecured notes and bonds, term loans under our revolving credit facility, and preferred stock. Over the long term, we believe that common stock should be the majority of our capital structure; however, we may also raise funds from debt or other equity securities. We may issue common stock when we believe that our share price is at a level that allows for the proceeds of any offering to be accretively invested into additional properties. In addition, we may issue common stock to permanently finance properties that were initially financed by our revolving credit facility, commercial paper program, or debt securities. However, we cannot assure you that we will have access to the capital markets at all times and at terms that are acceptable to us.

Our primary cash obligations, for the current year and subsequent years, are included in the “Table of Obligations,” which is presented later in this section. We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs and cash distributions to common stockholders, primarily through cash provided by operating activities, borrowings on our credit facility and under our commercial paper program and through public securities offerings.

We may choose to mitigate our financial exposure to exchange rate risk for properties acquired outside the U.S. through the issuance of debt securities denominated in the same local currency and through currency derivatives. We may leave a portion of our foreign cash flow unhedged to reinvest in additional properties in the same local currency.

Conservative Capital Structure

We believe that our stockholders are best served by a conservative capital structure. Therefore, we seek to maintain a conservative debt level on our balance sheet and solid interest and fixed charge coverage ratios. At December 31, 2021, our total outstanding borrowings of senior unsecured notes and bonds, term loan, mortgages payable, credit facility borrowings, commercial paper, and our proportionate share of outstanding borrowings by unconsolidated entities were $15.26 billion, or approximately 26.5% of our total market capitalization of $57.66 billion.

We define our total market capitalization at December 31, 2021 as the sum of:

•Shares of our common stock outstanding of 591,261,991, plus total common units outstanding of 1,060,709, multiplied by the last reported sales price of our common stock on the NYSE of $71.59 per share on December 31, 2021, or $42.4 billion;

•Outstanding borrowings of $650.0 million on our revolving credit facility;

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

•Outstanding mortgages payable of $1.11 billion, excluding net mortgage premiums of $28.7 million and deferred financing costs of $790,000;

•Outstanding borrowings of $250.0 million on our term loan, excluding deferred financing costs of $443,000;

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•Outstanding senior unsecured notes and bonds of $12.26 billion, including Sterling-denominated notes of £1.47 billion, and excluding unamortized net premiums of $295.5 million and deferred financing costs of $53.1 million; and

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

Universal Shelf Registration

In June 2021, we filed a shelf registration statement with the SEC, which is effective for a term of three years and will expire in June 2024. In accordance with SEC rules, the amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit. The securities covered by this registration statement include (1) common stock, (2) preferred stock, (3) debt securities, (4) depositary shares representing fractional interests in shares of preferred stock, (5) warrants to purchase debt securities, common stock, preferred stock, or depositary shares, and (6) any combination of these securities. We may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

At-the-Market ("ATM") Program

Under our "at-the-market" equity distribution plan, or our ATM program, up to 69,088,433 shares of common stock may be offered and sold (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE at prevailing market prices or at negotiated prices. During 2021, we issued 46,290,540 shares and raised approximately $3.21 billion of gross proceeds under the ATM program. At December 31, 2021, we had 29,387,491 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.

Issuance of Common Stock in Conjunction with our Merger with VEREIT

On November 1, 2021, we completed our acquisition of VEREIT. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, each outstanding share of VEREIT common stock and each common unit of VEREIT OP (other than those held by VEREIT, us or our affiliates) was converted into 0.705 shares of Realty Income common stock. As a result of the merger, former VEREIT common stockholders, VEREIT OP common unitholders and awardees of vested share awards separated from Realty Income received approximately 162 million shares of Realty Income common stock, based on the shares of VEREIT common stock and common units of VEREIT OP outstanding as of October 29, 2021.

Issuances of Common Stock in Underwritten Public Offerings

In July 2021, we issued 9,200,000 shares of common stock, inclusive of 1,200,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares. After deducting underwriting discounts of $2.9 million, the net proceeds of $594.1 million were used to repay borrowings under our $1.0 billion commercial paper program, to fund investment opportunities and for other general corporate purposes.

In January 2021, we issued 12,075,000 shares of common stock, inclusive of 1,575,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares. After deducting underwriting discounts of $19.3 million, the net proceeds of $669.6 million were used to fund property acquisitions and for general corporate purposes, and working capital.

Dividend Reinvestment and Stock Purchase Plan

Our Dividend Reinvestment and Stock Purchase Plan, or our DRSPP, provides our common stockholders, as well as new investors, with a convenient and economical method of purchasing our common stock and reinvesting their distributions. Our DRSPP 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 26,000,000 common shares to be issued. Our DRSPP includes a waiver approval process, allowing larger investors or institutions, per a formal approval process, to purchase shares at a small discount, if approved by us. We did not issue shares under the waiver approval process during 2021. During 2021, we issued 168,000 shares and raised approximately $11.2 million under our DRSPP. At December 31, 2021, we had 11,335,379 shares remaining for future issuance under our DRSPP program.

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Revolving Credit Facility and Commercial Paper Program

We have a $3.0 billion unsecured revolving credit facility with an initial term that expires in March 2023 and includes, at our option, two six-month extensions. The multicurrency revolving facility allows us to borrow in up to 14 currencies, including U.S. dollars. Our revolving credit facility has a $1.0 billion expansion option, which is subject to obtaining lender commitments. Under our revolving credit facility, our investment grade credit ratings as of December 31, 2021 provide for financing at the London Interbank Offered Rate ("LIBOR") plus 0.775% with a facility commitment fee of 0.125%, for all-in pricing of 0.90% over LIBOR. Our revolving credit facility and term loan facility were amended in December 2021 to include provisions for establishing alternative reference rates when LIBOR is no longer available.

The borrowing rate is subject to an interest rate floor and may change if our investment grade credit ratings change. We also have other interest rate options available to us under our credit facility. Our credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation.

At December 31, 2021, we had a borrowing capacity of $2.35 billion available on our revolving credit facility and an outstanding balance of $650.0 million. The weighted average interest rate on borrowings under our revolving credit facility during 2021 was 0.9% per annum. We must comply with various financial and other covenants in our credit facility. At December 31, 2021, we were in compliance with these covenants. We expect to use our credit facility to acquire additional properties and for other general corporate purposes. Any additional borrowings will increase our exposure to interest rate risk.

We have a U.S. dollar-denominated unsecured commercial paper program. Under the terms of the program, we may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding of $1.0 billion. Borrowings under this program generally mature in one year or less. At December 31, 2021, we had an outstanding balance of $901.4 million. The weighted average interest rate on borrowings under our commercial paper program was 0.2% for 2021. We use our $3.0 billion revolving credit facility as a liquidity backstop for the repayment of the notes issued under the commercial paper program.

The commercial paper borrowings generally carry a term of less than six months. The commercial paper borrowings outstanding at December 31, 2021 mature between January 2022 and April 2022. We generally use our credit facility and commercial paper borrowings for the short-term financing of new property acquisitions. Thereafter, we generally seek to refinance those borrowings with the net proceeds of long-term or more permanent financing, including the issuance of equity or debt securities. We cannot assure you, however, that we will be able to obtain any such refinancing, or that market conditions prevailing at the time of the refinancing will enable us to issue equity or debt securities at acceptable terms. We regularly review our credit facility and commercial paper program and may seek to extend, renew or replace our credit facility and commercial paper program, to the extent we deem appropriate.

Term Loans

In October 2018, in conjunction with entering into our revolving credit facility, we entered into a $250.0 million senior unsecured term loan, which matures in March 2024, and is governed by the credit agreement that governs our revolving credit facility. Borrowing under this term loan bears interest at the current one-month LIBOR, plus 0.85%. In conjunction with this term loan, we also entered into an interest rate swap which effectively fixes our per annum interest on this term loan at 3.89%.

Mortgage Debt

As of December 31, 2021, we had $1.11 billion of mortgages payable, the majority of which were assumed in connection with our property acquisitions, including ten mortgages from our merger with VEREIT in 2021 totaling $839.1 million and a Sterling-denominated mortgage payable of £31.0 million. Additionally, at December 31, 2021, we had net premiums totaling $28.7 million on these mortgages and deferred financing costs of $790,000. We expect to pay off the mortgages payable as soon as prepayment penalties have declined to a level that would make it economically feasible to do so. During 2021, we made $66.6 million of principal payments, including the repayment of seven mortgages in full for $63.0 million.

Notes Outstanding

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

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	Principal Amount (Currency Denomination)		Carrying Value (USD) As of December 31, 2021
4.600% notes, $500 issued February 2014, of which $485 was exchanged in November 2021, both due in February 2024 (1)	$	500	$	500
3.875% notes, issued in June 2014 and due in July 2024	$	350	350
3.875% notes, issued in April 2018 and due in April 2025	$	500	500
4.625% notes, $550 issued October 2018, of which $544 was exchanged in November 2021, both due in November 2025 (1)	$	550	550
0.750% notes, issued December 2020 and due in March 2026	$	325	325
4.875% notes, $600 issued June 2016, of which $596 was exchanged in November 2021, both due in June 2026 (1)	$	600	600
4.125% notes, $250 issued in September 2014 and $400 issued in March 2017, both due in October 2026	$	650	650
3.000% notes, issued in October 2016 and due in January 2027	$	600	600
1.125% notes, issued in July 2021 and due in July 2027	£	400	541
3.950% notes, $600 issued August 2017, of which $594 was exchanged in November 2021, both due in August 2027 (1)	$	600	600
3.650% notes, issued in December 2017 and due in January 2028	$	550	550
3.400% notes, $600 issued June 2020, of which $598 was exchanged in November 2021, both due in January 2028 (1)	$	600	600
2.200% notes, $500 issued November 2020, of which $497 was exchanged in November 2021, both due in June 2028 (1)	$	500	500
3.250% notes, issued in June 2019 and due in June 2029	$	500	500
3.100% notes, $600 issued December 2019, of which $596 was exchanged in November 2021, both due in December 2029 (1)	$	599	599
1.625% notes, issued in October 2020 and due December 2030	£	400	541
3.250% notes, $600 issued in May 2020 and $350 issued in July 2020, both due in January 2031	$	950	950
2.850% notes, $700 issued November 2020, of which $699 was exchanged in November 2021, both due in December 2032 (1)	$	700	700
1.800% notes, issued in December 2020 and due in March 2033	$	400	400
1.750% notes, issued in July 2021 and due in July 2033	£	350	474
2.730% notes, issued in May 2019 and due in May 2034	£	315	427
5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035	$	250	250
4.650% notes, $300 issued in March 2017 and $250 issued in December 2017, both due in March 2047	$	550	550
Total principal amount			$	12,257
Unamortized net premiums and deferred financing costs			243
			$	12,500

(1) In connection with our merger with VEREIT, we completed our debt exchange offer to exchange all outstanding notes issued by VEREIT OP on November 9, 2021 for new notes issued by Realty Income, pursuant to which approximately 99.2% of the outstanding notes issued by VEREIT OP were exchanged for a like aggregate principal amount of the notes issued by Realty Income. Prior to the completion of our merger with VEREIT on November 1, 2021, these notes were not the obligation of Realty Income. With respect to the notes originally issued by VEREIT OP that remained outstanding, we amended the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture.

In January 2022, we issued £250.0 million of 1.875% senior unsecured notes due January 2027 (the "January 2027 Notes") and £250.0 million of 2.500% senior unsecured notes due January 2042 (the "January 2042 Notes"). The public offering price for the January 2027 Notes was 99.487% of the principal amount, for an effective semi-annual yield to maturity of 1.974%, and the public offering price for the January 2042 Notes was 98.445% of the principal amount, for an effective semi-annual yield to maturity of 2.584%. Combined, the new issues of the January 2027 Notes and the January 2042 Notes have a weighted average term of approximately 12.5 years and a weighted average effective semi-annual yield to maturity of approximately 2.28%.

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

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During the year ended December 31, 2021 we issued the following notes and bonds (in millions):

2021 Issuances	Date of Issuance	Maturity Date	Principal amount used		Price of par value		Effective yield to maturity
1.125% notes	July 2021	July 2027	£	400	99.31	%	1.24	%
1.750% notes	July 2021	July 2033	£	350	99.84	%	1.76	%
4.600% notes (1)	November 2021	February 2024	$	485	100.00	%	4.60	%
4.625% notes (1)	November 2021	November 2025	$	544	100.00	%	4.63	%
4.875% notes (1)	November 2021	June 2026	$	596	100.00	%	4.88	%
3.950% notes (1)	November 2021	August 2027	$	594	100.00	%	3.95	%
3.400% notes (1)	November 2021	January 2028	$	598	100.00	%	3.40	%
2.200% notes (1)	November 2021	June 2028	$	497	100.00	%	2.20	%
3.100% notes (1)	November 2021	December 2029	$	596	100.00	%	3.10	%
2.850% notes (1)	November 2021	December 2032	$	699	100.00	%	2.85	%

(1) In connection with our merger with VEREIT, we completed our debt exchange offer to exchange all outstanding notes issued by VEREIT OP on November 9, 2021 for new notes issued by Realty Income, pursuant to which approximately 99.2% of the outstanding notes issued by VEREIT OP were exchanged. We issued $1,000 principal amount of Realty Notes for each validly tendered VEREIT Notes with $1,000 principal amount. For this reason, we denote our “Price of par value” as 100%. Prior to the completion of our merger with VEREIT on November 1, 2021, these notes were not the obligation of Realty Income. With respect to the notes originally issued by VEREIT OP that remained outstanding, we amended the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture.

We intend to allocate an equal amount of the net proceeds from the July 2021 Sterling-denominated offering of 1.125% notes due July 2027 of £400.0 million (the "July 2027 Notes"), which approximated $546.3 million, and the July 2021 Sterling-denominated offering of 1.750% notes due July 2033 of £350.0 million (the "July 2033 Notes"), which approximated $480.6 million, as converted at the applicable exchange rate on the closing of the offerings, to finance or refinance, in whole or in part, new or existing eligible green projects in the categories outlined in our Green Financing Framework, which is designed to align with the International Capital Markets Association ("ICMA") Green Bond Principles 2021. Pending the allocation of an amount equal to the net proceeds from the offering of the notes to eligible green projects, we may temporarily use all or a portion of the net proceeds to repay any outstanding indebtedness or for liability management activities, or invest such net proceeds in accordance with our cash investment policy.

All of our outstanding notes and bonds have fixed interest rates and contain various covenants, with which we remained in compliance as of December 31, 2021. Additionally, with the exception of our £400.0 million of 1.625% senior unsecured notes issued in October 2020, our January 2027 Notes, our July 2027 Notes, our July 2033 Notes, and our January 2042 Notes, in each case where interest is paid annually, interest on our remaining senior unsecured note and bond obligations is paid semiannually.

The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated per the terms of our senior notes and bonds. These calculations, which are not based on U.S. generally accepted accounting principles ("GAAP") measurements, are presented to investors to show our ability to incur additional debt under the terms of our senior notes and bonds as well as to disclose our current compliance with such covenants, and are not measures of our liquidity or performance. The actual amounts as of December 31, 2021 are:

Note Covenants	Required	Actual
Limitation on incurrence of total debt	< 60% of adjusted assets	41.1	%
Limitation on incurrence of secured debt	< 40% of adjusted assets	3.1	%
Debt service coverage (trailing 12 months)(1)	> 1.5 x	5.6
Maintenance of total unencumbered assets	> 150% of unsecured debt	252.9	%

 (1)  Our debt service coverage ratio is calculated on a pro forma basis for the preceding four-quarter period on the assumptions that: (i) the incurrence of any debt (as defined in the covenants) incurred by us since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period), (ii) the repayment or retirement of any of our debt since the first day of such four-quarter period, and (iii) any acquisition or disposition by us of any asset or group since the first day of such four quarters had in each case occurred on January 1, 2021, and subject to certain additional adjustments.  Such pro forma ratio has been prepared on the basis required by that debt service covenant, reflects various estimates and assumptions and is subject to other uncertainties, and therefore does not purport to reflect what our actual debt service coverage ratio would have been had transactions referred to in clauses (i), (ii) and (iii) of the preceding sentence occurred as of January 1, 2021, nor does it purport to reflect our debt service coverage ratio for any future period. The following is our calculation of debt service and fixed charge coverage at December 31, 2021 (in thousands, for trailing twelve months):

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Net income available to common stockholders	$	359,456
Plus: interest expense, excluding the amortization of deferred financing costs	312,596
Plus: loss on extinguishment of debt	97,178
Plus: provision for taxes	31,657
Plus: depreciation and amortization	897,835
Plus: provisions for impairment	38,967
Plus: pro forma adjustments	949,305
Less: gain on sales of real estate	(55,798)
Income available for debt service, as defined	$	2,631,196
Total pro forma debt service charge	$	470,582
Debt service and fixed charge coverage ratio	5.6

Cash Reserves

We are organized to operate as an equity REIT that acquires and leases properties and distributes to stockholders, in the form of monthly cash distributions, a substantial portion of our net cash flow generated from leases on our properties. We intend to retain an appropriate amount of cash as working capital. At December 31, 2021, we had cash and cash equivalents totaling $258.6 million, inclusive of £105.1 million Sterling and €7.2 million Euro.

We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing capacity is sufficient to meet our liquidity needs for the next twelve months. We intend, however, to use permanent or long-term capital to fund property acquisitions and to repay future borrowings under our credit facility and commercial paper program.

Credit Agency Ratings

The borrowing interest rates under our revolving credit facility are based upon our ratings assigned by credit rating agencies. As of December 31, 2021, we were assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds: Moody’s Investors Service has assigned a rating of A3 with a “stable” outlook and Standard & Poor’s Ratings Group has assigned a rating of A- with a “stable” outlook. In addition, we were assigned the following ratings on our commercial paper at December 31, 2021: Moody's Investors Service has assigned a rating of P-2 and Standard & Poor's Ratings Group has assigned a rating of A-2.

Based on our ratings as of December 31, 2021, the facility interest rate was LIBOR, plus 0.775% with a facility commitment fee of 0.125%, for all-in drawn pricing of 0.90% over LIBOR. Our credit facility provides that the interest rate can range between: (i) LIBOR, plus 1.45% if our credit rating is lower than BBB-/Baa3 or our senior unsecured debt is unrated and (ii) LIBOR, plus 0.75% if our credit rating is A/A2 or higher. In addition, our credit facility provides for a facility commitment fee based on our credit ratings, which range from: (i) 0.30% for a rating lower than BBB-/Baa3 or unrated, and (ii) 0.10% for a credit rating of A/A2 or higher. Our revolving credit facility and term loan facility were amended in December 2021 to include provisions for establishing alternative reference rates when LIBOR is no longer available.

We also issue senior debt securities from time to time and our credit ratings can impact the interest rates charged in those transactions. If our credit ratings or ratings outlook change, our cost to obtain debt financing could increase or decrease. The credit ratings assigned to us could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies and we cannot assure you that our ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, a rating is not a recommendation to buy, sell or hold our debt securities, preferred stock or common stock.

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Table of Obligations

The following table summarizes the maturity of each of our obligations as of December 31, 2021 (in millions):

Year of Maturity	Credit Facility and Commercial Paper Program(1)		Notes and Bonds(2)		Term Loan(3)		Mortgages Payable (4)		Interest (5)		Ground Leases Paid by Realty Income(6)		Ground Leases Paid by Our Clients(7)		Other(8)		Totals
2022	$	901.4	$	—	$	—	$	271.1	$	468.4	$	9.2	$	30.7	$	353.9	$	2,034.7
2023	650.0		—		—		62.1		452.2		9.3		31.1		6.5		1,211.2
2024	—		850.0		250.0		733.0		401.0		9.0		31.1		—		2,274.1
2025	—		1,050.0		—		42.0		355.4		9.2		30.9		—		1,487.5
2026	—		1,575.0		—		1.2		304.0		9.3		28.7				1,918.2
Thereafter	—		8,782.3		—		4.7		1,348.1		270.9		243.0		—		10,649.0
Totals	$	1,551.4	$	12,257.3	$	250.0	$	1,114.1	$	3,329.1	$	316.9	$	395.5	$	360.4	$	19,574.7

(1) The initial term of the credit facility expires in March 2023 and includes, at our option, two six-month extensions. At December 31, 2021, there were $650.0 million in borrowings under our revolving credit facility. The commercial paper borrowings outstanding at December 31, 2021 totaled $901.4 million and mature between January 2022 and April 2022.

(2) Excludes both non–cash net premiums recorded on notes payable of $295.5 million and deferred financing costs of $53.1 million. The table of obligations also excludes the January 2022 issuances of £250.0 million of senior unsecured notes due January 2027 and £250.0 million of senior unsecured notes due January 2042.

(3)  Excludes deferred financing costs of $443,000.

(4) Excludes both non–cash net premiums recorded on the mortgages payable of $28.7 million and deferred financing costs of $790,000.

(5) Interest on the term loan, notes, bonds, mortgages payable, credit facility, and commercial paper program has been calculated based on outstanding balances at period end through their respective maturity dates. Excludes interest from the January 2022 issuances of £250.0 million of 1.875% senior unsecured notes due January 2027 and £250.0 million of 2.500% senior unsecured notes due January 2042.

(6)  Realty Income currently pays the ground lessors directly for the rent under the ground leases.

(7) Our clients, who are generally sub-clients under ground leases, are responsible for paying the rent under these ground leases. In the event our client fails to pay the ground lease rent, we are primarily responsible.

(8) “Other” consists of $285.7 million of commitments under construction contracts and $74.7 million for re-leasing costs, recurring capital expenditures, and non-recurring building improvements.

Our credit facility, commercial paper program, term loan, and notes payable obligations are unsecured. Accordingly, we have not pledged any assets as collateral for these obligations.

Unconsolidated Investments

As a result of our merger with VEREIT, we assumed an equity method investment in three unconsolidated entities. We are responsible to fund our proportionate share of any operating cash deficits. There are no further material commitments related to these investments at this time. The debt held by the unconsolidated entities is secured by its properties, though is non-recourse to us.

Impact of Real Estate and Credit Markets

In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain periods, including the current market, the global credit markets have experienced significant price volatility, dislocations, and liquidity disruptions, which may impact our access to and cost of capital. We continually monitor the commercial real estate and global credit markets carefully and, if required, will make decisions to adjust our business strategy accordingly.

Acquisitions During 2021

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

	Number of Properties	Leasable Square Feet	Investment ($ in thousands)		Weighted Average Lease Term (Years)	Initial Weighted Average Cash Lease Yield (1)
Year ended December 31, 2021 (2)
Acquisitions - U.S. (in 43 states)	714	14,727,335	$	3,608,573	14.1	5.5	%
Acquisitions - Europe (U.K. and Spain)	129	9,196,345	2,558,909		11.6	5.5	%
Total Acquisitions	843	23,923,680	$	6,167,482	13.1	5.5	%
Properties under Development (3)	68	2,681,676	243,278		15.7	6.0	%
Total (4)	911	26,605,356	$	6,410,760	13.2	5.5	%

(1)The initial weighted average cash lease yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property. Since it is possible that a client could default on the payment of contractual rent, we cannot provide assurance that

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the actual return on the funds invested will remain at the percentages listed above. Contractual net operating income used in the calculation of initial average cash yield includes approximately $8.5 million received as settlement credits for 41 properties as reimbursement of free rent periods for the year ended December 31, 2021.

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 lease yield is computed as follows: estimated cash net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs.

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

(3) Includes £7.0 million of investments in U.K. development properties, converted at the applicable exchange rates on the funding dates.

(4) Our clients occupying the new properties are 83.6% retail and 16.4% industrial, based on rental revenue. Approximately 40% of the rental revenue generated from acquisitions during 2021 is from our investment grade rated clients, their subsidiaries or affiliated companies.

Portfolio Discussion

Leasing Results

At December 31, 2021, we had 164 properties available for lease out of 11,136 properties in our portfolio, which represents a 98.5% occupancy rate based on the number of properties in our portfolio.

Below is a summary of our portfolio activity for the periods indicated below:

Three months ended December 31, 2021
Properties available for lease at September 30, 2021	86
Lease expirations (1)(2)	354
Re-leases to same client	(210)
Re-leases to new client	(13)
Vacant dispositions	(53)
Properties available for lease at December 31, 2021	164

Year ended December 31, 2021
Properties available for lease at December 31, 2020	140
Lease expirations (1)(2)	529
Re-leases to same client	(336)
Re-leases to new client	(36)
Vacant dispositions	(133)
Properties available for lease at December 31, 2021	164

(1)Includes 103 net vacancies assumed from the combined effect of our merger with VEREIT and spin-off of office properties to Orion Office REIT Inc. in November 2021.

(2)Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the periods indicated above.

During the three months ended December 31, 2021, the annual new rent on re-leases was $49.09 million, as compared to the previous annual rent of $48.22 million on the same units, representing a rent recapture rate of 101.8% on the units re-leased. We re-leased six units to new clients without a period of vacancy, and nine units to new clients after a period of vacancy.

During the year ended December 31, 2021, the annual new rent on re-leases was $89.23 million, as compared to the previous annual rent of $86.29 million on the same units, representing a rent recapture rate of 103.4% on the units re-leased. We re-leased 13 units to new clients without a period of vacancy, and 33 units to new clients after a period of vacancy.

As part of our re-leasing costs, we pay leasing commissions to unrelated, third party real estate brokers consistent with the commercial real estate industry standard, and sometimes provide rent concessions to our clients. We do not consider the collective impact of the leasing commissions or rent concessions to our clients to be material to our financial position or results of operations.

At December 31, 2021, our average annualized contractual rent was approximately $14.03 per square foot on the 10,972 leased properties in our portfolio. At December 31, 2021, we classified 33 properties, with a carrying amount of $30.5 million, as real estate and lease intangibles held for sale, net on our balance sheet. The expected sale of these properties does not represent a strategic shift that will have a major effect on our operations and financial

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results and is consistent with our existing disposition strategy to further enhance our real estate portfolio and maximize portfolio returns.

Investments in Existing Properties

During 2021, we capitalized costs of $21.9 million on existing properties in our portfolio, consisting of $6.3 million for re-leasing costs, $978,000 for recurring capital expenditures, and $14.6 million for non-recurring building improvements. In comparison, during 2020, we capitalized costs of $7.0 million on existing properties in our portfolio, consisting of $1.8 million for re-leasing costs, $198,000 for recurring capital expenditures, and $5.0 million for non-recurring building improvements.

The majority of our building improvements relate to roof repairs, HVAC improvements, and parking lot resurfacing and replacements. The amounts of our capital expenditures can vary significantly, depending on the rental market, credit worthiness of our clients, the lease term and the willingness of our clients to pay higher rental revenue over the terms of the leases.

We define recurring capital expenditures as mandatory and recurring landlord capital expenditure obligations that have a limited useful life. We define non-recurring capital expenditures as property improvements in which we invest additional capital that extend the useful life of the properties.

Increases in Monthly Dividends to Common Stockholders

We have continued our 53-year policy of paying monthly dividends. In addition, we increased the dividend five times during 2021 and once during 2022. As of February 2022, we have paid 97 consecutive quarterly dividend increases and increased the dividend 114 times since our listing on the NYSE in 1994.

	Month	Month	Monthly Dividend		Increase
2021 Dividend increases	Declared	Paid	per share		per share
1st increase	Dec 2020	Jan 2021	$	0.2345	$	0.0005
2nd increase	Mar 2021	Apr 2021	$	0.2350	$	0.0005
3rd increase	Jun 2021	Jul 2021	$	0.2355	$	0.0005
4th increase	Sept 2021	Oct 2021	$	0.2360	$	0.0005
5th increase	Nov 2021	Dec 2021	$	0.2460	$	0.0100
2022 Dividend Increases
1st increase	Dec 2021	Jan 2022	$	0.2465	$	0.0005

The dividends paid per share during 2021 totaled $2.833, as compared to $2.794 during 2020, an increase of $0.039, or 1.4%. In November 2021, we also made a $2.060 tax distribution of Orion shares, that occurred in conjunction with the Orion Divestiture on November 12, 2021, after our merger with VEREIT on November 1, 2021. The fair market value of these shares for tax distribution was determined to be $20.6272 per share, which was calculated using the five day volume weighted average share price after issuance.

The monthly dividend of $0.2465 per share represents a current annualized dividend of $2.958 per share, and an annualized dividend yield of approximately 4.1% based on the last reported sale price of our common stock on the NYSE of $71.59 on December 31, 2021. Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period.

RESULTS OF OPERATIONS

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with GAAP, and are the basis for our discussion and analysis of financial condition and results of operations. Preparing our consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. We believe that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in note 2 to our consolidated financial statements.

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In order to prepare our consolidated financial statements according to the rules and guidelines set forth by GAAP, many subjective judgments must be made with regard to critical accounting policies. Management must make significant assumptions in determining the fair value of assets acquired and liabilities assumed. When acquiring a property for investment purposes, we typically allocate the cost of real estate acquired, inclusive of transaction costs, to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their relative estimated fair values. Intangible assets and liabilities consist of above-market or below-market lease value and the value of in-place leases, as applicable. Additionally, above–market rents on certain leases under which we are a lessor are accounted for as financing receivables amortizing over the lease term, while below–market rents on certain leases under which we are a lessor are accounted for as prepaid rent. In an acquisition of multiple properties, we must also allocate the purchase price among the properties. The allocation of the purchase price is based on our assessment of estimated fair value of the land, building and improvements, and identified intangible assets and liabilities and is often based upon the various characteristics of the market where the property is located. In addition, any assumed mortgages are recorded at their estimated fair values. The estimated fair values of our mortgages payable have been calculated by discounting the future cash flows using applicable interest rates that have been adjusted for factors, such as industry type, client investment grade, maturity date, and comparable borrowings for similar assets. The use of different assumptions in the allocation of the purchase price of the acquired properties and liabilities assumed could affect the timing of recognition of the related revenue and expenses.

Another significant judgment must be made as to if, and when, impairment losses should be taken on our properties when events or a change in circumstances indicate that the carrying amount of the asset may not be recoverable. If estimated future operating cash flows (undiscounted and without interest charges) plus estimated disposition proceeds (undiscounted) are less than the current book value of the property, a fair value analysis is performed and, to the extent the estimated fair value is less than the current book value, a provision for impairment is recorded to reduce the book value to estimated fair value. Key inputs that we utilize in this analysis include projected rental rates, estimated holding periods, capital expenditures, and property sales capitalization rates. If a property is held for sale, it is carried at the lower of carrying cost or estimated fair value, less estimated cost to sell. The carrying value of our real estate is the largest component of our consolidated balance sheets. Our strategy of primarily holding properties, long-term, directly decreases the likelihood of their carrying values not being recoverable, thus requiring the recognition of an impairment. However, if our strategy, or one or more of the above assumptions were to change in the future, an impairment may need to be recognized. If events should occur that require us to reduce the carrying value of our real estate by recording provisions for impairment, they could have a material impact on our results of operations.

When assessing the collectability of future lease payments, one of the key factors we have considered during 2020 and 2021 has been the COVID-19 pandemic. We generally assess collectability based on an analysis of creditworthiness, economic trends, and other facts and circumstances related to our applicable clients. If the collection of substantially all of the future lease payments is less than probable, we will write-off the receivable balances associated with the lease and cease to recognize lease income, including straight-line rent, unless cash is received when due. Unless otherwise specified, references to reserves recorded as a reduction of rental revenue include amounts reserved for in the current period, as well as unrecognized contractual rental revenue and unrecognized straight-line rental revenue for leases accounted for on a cash basis. During 2021, we have entered into rent deferral agreements with certain clients, allowing them to pay rent to us over an extended time period for COVID-related receivables. Additionally, gradual improvements in certain client's financial positions have allowed us to re-assess, and potentially change, this cash basis accounting for outstanding receivables. References to reserve reversals recorded as increases to rental revenue include amounts where the accounting for recognition of rental revenue and straight-line rental revenue has been moved from the cash to the accrual basis. As of December 31, 2021, other than the information related to the reserves we have recorded to such date, we do not have any further client specific information that would change our assessment that collection of substantially all of the future lease payments under our existing leases is probable. However, there may be impacts in future periods that could change this assessment as the situation continues to evolve and as more information becomes available.

The COVID-19 pandemic and the measures taken to limit its spread are negatively impacting the economy across many industries, including the industries in which some of our clients operate. These impacts may continue and increase in severity as the duration or extent of the pandemic increases, which may, in turn, adversely impact the fair value estimates of our real estate and require the recording of impairments on our properties. As a result, we evaluated certain key assumptions involving fair value estimates of our real estate, recording of impairments on our properties and collectability of our accounts receivable for our clients. Due to more positive trends, we did not have to record any provisions for impairment on our theater properties during 2021. However, we continue to evaluate the

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potential impacts of the COVID-19 pandemic and the measures taken to limit its spread on our business and industry segments, as the situation continues to evolve and more information becomes available.

The following is a comparison of our results of operations for the years ended December 31, 2021, 2020 and 2019.

Total Revenue

The following summarizes our total revenue (in thousands):

							Increase
	2021		2020		2019		2021 versus 2020		2020 versus 2019
REVENUE
Rental (excluding reimbursable)	$	1,960,107	$	1,560,171	$	1,415,733	$	399,936	$	144,438
Rental (reimbursable)	104,851		79,362		69,085		25,489		10,277
Other	15,505		7,554		3,345		7,951		4,209
Total revenue	$	2,080,463	$	1,647,087	$	1,488,163	$	433,376	$	158,924

Rental Revenue (excluding reimbursable)

The table below summarizes the increase in rental revenue (excluding reimbursable) in 2021 compared to 2020 (dollars in thousands):

			Year Ended December 31,				Increase/(Decrease)
	Number of Properties	Square Footage (1)	2021		2020		$ Change		% Change
Properties acquired during 2021 & 2020	4,953	105,839,422	$	413,546	$	51,951	$	361,595	696.0	%
Same store rental revenue	6,046	93,607,451	1,457,648		1,418,502		39,146		2.8	%
Orion Divestiture	92	10,074,923	45,047		50,401		(5,354)		(10.6)	%
Constant currency adjustment (2)	N/A	N/A	2,025		(2,861)		4,886		(170.8)	%
Properties sold during 2021 & 2020	283	5,930,654	6,668		21,919		(15,251)		(69.6)	%
Straight-line rent and other non-cash adjustments	N/A	N/A	11,646		(3,587)		15,233		(424.7)	%
Vacant rents, development and other (3)	137	2,650,240	23,527		23,846		(319)		(1.3)	%
Totals			$	1,960,107	$	1,560,171	$	399,936	25.6	%

(1) Excludes 5,869,364 square feet from properties ground leased to clients and 2,100,990 square feet from properties with no land or building ownership.

(2) For purposes of comparability, same store rental revenue is presented on a constant currency basis using the exchange rate as of December 31, 2021 of 1.35 GBP/USD. None of the properties in Spain met our same store pool definition for the periods presented. In addition, the same store pool excludes properties assumed on November 1, 2021 as a result of our merger with VEREIT.

(3) Relates to the aggregate of (i) rental revenue from properties (128 properties comprising 2,292,635 square feet) that were available for lease during part of 2021 or 2020, (ii) rental revenue for properties (nine properties comprising 357,605 square feet) under development, and (iii) rental revenue that is not contractual base rent such as lease termination settlements.

The table below summarizes the increase in rental revenue (excluding reimbursable) in 2020 compared to 2019 (dollars in thousands):

			Year Ended December 31,				Increase/(Decrease)
	Number of Properties	Square Footage	2020		2019		$ Change		% Change
Properties acquired during 2020 & 2019	1,014	22,388,061	$	282,038	$	85,039	$	196,999	231.7	%
Same store rental revenue	5,403	84,641,826	1,237,358		1,259,303		(21,945)		(1.7)	%
Properties sold during 2020 & 2019	221	4,234,228	6,567		22,389		(15,822)		(70.7)	%
Straight-line rent and other non-cash adjustments	N/A	N/A	7,384		15,177		(7,793)		(51.3)	%
Vacant rents, development and other (1)	180	3,916,555	26,824		33,825		(7,001)		(20.7)	%
Totals			$	1,560,171	$	1,415,733	$	144,438	10.2	%

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(1) Relates to the aggregate of (i) rental revenue from properties (174 properties comprising 2,973,551 square feet) that were available for lease during part of 2020 or 2019, (ii) rental revenue for properties (six properties comprising 943,004 square feet) under development, and (iii) lease termination settlements.

For purposes of determining the same store rent property pool, we include all properties that were owned for the entire year-to-date period, for both the current and prior year, except for properties during the current or prior year that; (i) were vacant at any time, (ii) were under development or redevelopment, or (iii) were involved in eminent domain and rent was reduced. Each of the exclusions from the same store pool are separately addressed within the applicable sentences above, explaining the changes in rental revenue for the period.

Our calculation of same store rental revenue includes rent deferred for future payment as a result of lease concessions we granted in response to the COVID-19 pandemic and recognized under the practical expedient provided by the Financial Accounting Standards Board (FASB). Same store rental revenue in 2021 was negatively impacted by net reserves recorded as reductions of rental revenue of $6.6 million, compared to $32.9 million in 2020. Same store rental revenue in 2020 was negatively impacted by net reserves recorded as reductions of rental revenue of $39.9 million compared to $1.4 million in 2019. Our calculation of same store rental revenue also includes uncollected rent for which we have not granted a lease concession. If these applicable amounts of rent deferrals and uncollected rent were excluded from our calculation of same store rental revenue, the increase for 2021 relative to 2020 would have been 7.7%.

Rental revenue was negatively impacted by rent reserves during 2021 and 2020, primarily due to the COVID-19 pandemic, particularly with respect to the ongoing disruption to the theater industry. As the COVID-19 pandemic did not affect our rent collections until April 2020, there was no related impact for the three months ended March 31, 2020. The following table summarizes reserves recorded as a reduction of rental revenue (in millions):

	Year ended December 31,
	2021		2020		2019
Rental revenue reserves	$	10.2	$	44.1	$	1.4
Straight-line rent reserves	4.5		8.4		1.5
Total rental revenue reserves	$	14.7	$	52.5	$	2.9

Of the 11,136 properties in the portfolio at December 31, 2021, 11,043, or 99.2%, are single-client properties and the remaining are multi-client properties. Of the 11,043 single-client properties, 10,883, or 98.6%, were net leased at December 31, 2021.

Of the 11,236 in-place leases in the portfolio, which excludes 208 vacant units, 9,639 or 85.8% were under leases that provide for increases in rental revenue through:

•Base rent increases tied to inflation (typically subject to ceilings);

•Percentage rent based on a percentage of the clients’ gross sales;

•Fixed increases; or

•A combination of two or more of the above rent provisions.

Percentage rent, which is included in rental revenue, was $6.5 million in 2021, $5.1 million in 2020, and $8.0 million in 2019. Percentage rent in 2021 was less than 1% of rental revenue and we anticipate percentage rent to be less than 1% of rental revenue in 2022.

 At December 31, 2021, our portfolio of 11,136 properties was 98.5% leased with 164 properties available for lease, as compared to 97.9% leased, with 140 properties available for lease at December 31, 2020. It has been our experience that approximately 1% to 4% of our property portfolio will be unleased at any given time; however, it is possible that the number of properties available for lease or sale could increase in the future, given the nature of economic cycles and other unforeseen global events, such as the ongoing COVID-19 pandemic and the measures taken to limit its spread.

Rental Revenue (reimbursable)

A number of our leases provide for contractually obligated reimbursements from clients for recoverable real estate taxes and operating expenses. The increase in contractually obligated reimbursements by our clients in the periods presented is primarily due to the growth of our portfolio due to acquisitions.

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Other Revenue

Other revenue primarily relates to interest income recognized on financing receivables for certain leases with above-market terms. The increases in 2021 and 2020 are due to additional leases with above-market terms, which is proportional to overall portfolio growth.

Total Expenses

The following summarizes our total expenses (dollars in thousands): 

										Increase (Decrease)
	2021			2020			2019			2021 versus 2020		2020 versus 2019
EXPENSES (1)
Depreciation and amortization	$	897,835		$	677,038		$	593,961		$	220,797	$	83,077
Interest	323,644			309,336			290,991			14,308		18,345
Property (excluding reimbursable)	28,754			25,241			19,500			3,513		5,741
Property (reimbursable)	104,851			79,362			69,085			25,489		10,277
General and administrative (2)	96,980			73,215			66,483			23,765		6,732
Provisions for impairment	38,967			147,232			40,186			(108,265)		107,046
Merger and integration-related costs	167,413			—			—			167,413		—
Total expenses	$	1,658,444		$	1,311,424		$	1,080,206		$	347,020	$	231,218
Total revenue (3)	$	1,975,612		$	1,567,725		$	1,419,078
General and administrative expenses as a percentage of total revenue (2)(3)	4.9		%	4.4		%	4.7		%
Property expenses (excluding reimbursable) as a percentage of total revenue (3)	1.5		%	1.6		%	1.4		%

(1) In 2021, we began presenting 'Income taxes,' which was previously presented in 'Expenses,' below a newly captioned subtotal for 'Income before income taxes' within our consolidated statements of income and comprehensive income. Prior year amounts have been reclassified to conform to the current year presentation.

(2) General and administrative expenses for 2020 included an executive severance charge related to the departure of our former Chief Financial Officer ("CFO") in March 2020. The total value of cash, stock compensation and professional fees incurred as a result of this severance was $3.5 million and was recorded to general and administrative expense. In order to present a normalized calculation of our general and administrative expenses as a percentage of total revenue for 2020, we have excluded this executive severance charge to arrive at a normalized general and administrative amount of $69.8 million which was used for our calculation.

(3)  Excludes rental revenue (reimbursable). Total revenue for 2020 and 2019 was updated to reflect the reclassification of certain miscellaneous non-recurring revenue from other revenue to other income, net in the consolidated statements of income and comprehensive income.

Depreciation and Amortization

The increase in depreciation and amortization in 2021 and 2020 was primarily due to the acquisition of properties in 2021 and 2020, which was partially offset by property sales in those same periods. As discussed in the sections entitled “Funds from Operations Available to Common Stockholders ("FFO") and Normalized Funds from Operations Available to Common Stockholders ("Normalized FFO")" and “Adjusted Funds from Operations Available to Common Stockholders ("AFFO"),” depreciation and amortization is a non-cash item that is added back to net income available to common stockholders for our calculation of FFO, Normalized FFO, and AFFO.

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Interest Expense

The following is a summary of the components of our interest expense (dollars in thousands):

	2021			2020			2019
Interest on our credit facility, commercial paper, term loans, notes, mortgages and interest rate swaps	$	320,370		$	293,879		$	277,802
Credit facility commitment fees	3,801			3,812			3,803
Amortization of debt origination and deferred financing costs	11,695			10,694			9,485
Loss on interest rate swaps	2,905			4,132			2,752
Amortization of net mortgage premiums	(3,498)			(1,258)			(1,415)
Amortization of net note premiums	(10,349)			(1,754)			(995)
Interest capitalized	(1,926)			(480)			(751)
Capital lease obligation	637			311			310
Interest on deferred financing leases	9			—			—
Interest expense	$	323,644		$	309,336		$	290,991
Credit facility, commercial paper, term loans, mortgages and notes
Average outstanding balances (dollars in thousands)	$	10,024,343		$	8,240,829		$	7,100,032
Average interest rates	3.11		%	3.48		%	3.89		%

The increase in interest expense from 2020 to 2021 is primarily due to the issuance of $4.65 billion of notes associated with the exchange offer in conjunction with our merger with VEREIT in November 2021, the issuance of senior unsecured notes during 2020 and 2021 outside of our merger with VEREIT, which included aggregate totals of $1.68 billion in principal of USD denominated notes and £1.15 billion in principal of Sterling denominated notes, partially offset by the early redemptions during 2021 and 2020 of $1.2 billion of notes, increases in amortization of net note and mortgage premiums, and lower average balances on our credit facility and commercial paper borrowings.

The increase in interest expense from 2019 to 2020 is primarily due to the October 2020 issuance of our 1.625% notes due 2030, May and July 2020 issuances of our 2031 Notes, the May 2019 issuance of our 2.730% notes due 2034, the June 2019 issuance of our 3.250% notes due 2029, and higher interest related to mortgages assumed during December 2019, partially offset by the January 2020 repayment of our 5.750% notes due January 2021, the June 2020 repayment of one of our $250.0 million term loans, and lower average interest rates.

For the year ended December 31, 2021, the weighted average interest rate on our:

•Revolving credit facility outstanding borrowings of $650.0 million, was 0.9%

•Commercial paper outstanding borrowings of $901.4 million was 0.2%;

•Term loan outstanding of $250.0 million (excluding deferred financing costs of $443,000) was swapped to fixed at 3.9%;

•Mortgages payable of $1.11 billion (excluding net premiums totaling $28.7 million and deferred financing costs of $790,000 on these mortgages) was 4.7%; and

•Notes and bonds payable of $12.26 billion (excluding unamortized net premiums of $295.5 million and deferred financing costs of $53.1 million) was 3.3%.

Property Expenses (excluding reimbursable)

Property expenses (excluding reimbursable) consist of costs associated with properties available for lease, non-net leased properties and general portfolio expenses. Expenses related to properties available for lease and non-net leased properties include, but are not limited to, property taxes, maintenance, insurance, utilities, property inspections and legal fees. General portfolio costs include, but are not limited to, insurance, legal, property inspections, and title search fees. At December 31, 2021, 164 properties were available for lease or sale, as compared to 140 at December 31, 2020 and 94 at December 31, 2019.

The increase in property expenses (excluding reimbursable) in 2021 is primarily due to the increase in portfolio size, resulting in higher utilities, repairs and maintenance, property-related legal expenses, property taxes, and reserves for contractually obligated reimbursements by our clients. The increase in property expenses in 2020 relative to 2019 is primarily due to reserves for contractually obligated reimbursements by our clients, an increase in repairs and maintenance expense, and an increase in portfolio size and the number of vacant properties at year-end.

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Property Expenses (reimbursable)

The increase in property expenses (reimbursable) in both 2021 and 2020 was primarily attributable to our increased portfolio size, which contributed to higher operating expenses as a result of our acquisitions in 2021 and 2020, and an increase in property taxes paid on behalf of our clients.

General and Administrative Expenses

General and administrative expenses are expenditures related to the operations of our company, including employee-related costs, professional fees, and other general overhead costs associated with running our business.

The increase in general and administrative expenses for 2021 is primarily due to higher payroll-related costs and higher corporate-level professional fees. The increase in general and administrative expenses for 2020 was primarily due to a severance charge of $3.5 million for our former CFO, who departed the company in March 2020, higher payroll-related costs, and higher corporate–level professional fees, partially offset by lower costs for terminated acquisitions and travel.

Provisions for Impairment

The following table summarizes provisions for impairment during the periods indicated below (dollars in millions):

	Year Ended December 31,
	2021		2020		2019
Total provisions for impairment	$	39.0	$	147.2	$	40.2
Number of properties:
Classified as held for sale	16		1		—
Classified as held for investment	11		34		3
Sold	76		64		48

During 2020, we identified the impact of the COVID-19 pandemic as an impairment triggering event for properties occupied by certain of our clients experiencing difficulties meeting their lease obligations to us. After considering the impacts of the COVID-19 pandemic on the key assumptions, we determined that the carrying values of 38 properties classified as held for investment for the year ended December 31, 2020 were not recoverable. As a result, we recorded provisions for impairment of $105.0 million for the year ended December 31, 2020 on the applicable properties impacted by the COVID-19 pandemic. Of the provisions for impairment recorded during 2020 for properties impacted by the COVID-19 pandemic, a total of 13 assets occupied by certain of our clients in the theater industry were impaired for $83.8 million, which reduced the carrying value of the properties from $123.4 million to their estimated fair value of $39.6 million. Impairments recorded on other properties during the year ended December 31, 2020 totaled $42.2 million.

Merger and Integration-related Costs

In conjunction with our merger with VEREIT and Orion Divestiture, we incurred approximately $167.4 million of merger and integration-related transaction costs during 2021. The merger and integration-related costs incurred to date primarily consist of advisory fees, attorney fees, accountant fees, SEC filing fees and additional integration costs that include incremental and non-recurring costs necessary to convert data and systems, retain employees and otherwise enable us to operate the acquired VEREIT assets efficiently. There were no merger and integration-related costs during 2020 or 2019.

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Gain on Sales of Real Estate

The following summarizes our property dispositions (dollars in millions). These amounts exclude properties disposed from the spin-off of office properties to Orion Office REIT, Inc. in November 2021.

	Year Ended December 31,
	2021		2020		2019
Number of properties sold	154		126		93
Net sales proceeds	$	250.3	$	262.5	$	108.9
Gain on sales of real estate	$	55.8	$	76.2	$	30.0

Foreign Currency and Derivative Gains, Net

We borrow in the functional currencies of the countries in which we invest. Foreign currency and derivative gains, net are primarily a result of intercompany debt with certain remeasurement transactions and mark-to-market adjustments on derivatives that do not qualify for hedge accounting.

Loss on Extinguishment of Debt

In December 2021, we completed the early redemption on all $750.0 million in principal amount of outstanding 4.650% notes due August 2023, plus accrued and unpaid interest. As a result of the early redemption, we recognized a $46.4 million loss on extinguishment of debt during 2021.

In October 2021, we completed the early redemption on $9.6 million in principal of a mortgage due June 2022, plus accrued and unpaid interest. As a result of the early redemption, we recognized a loss of $315,000 on extinguishment of debt for 2021.

In September 2021, we completed the early redemption on $12.5 million in principal of a mortgage due June 2032, plus accrued and unpaid interest. As a result of the early redemption, we recognized a $4.0 million loss on extinguishment of debt during 2021.

In January 2021, we completed the early redemption on all $950.0 million in principal amount of outstanding 3.250% notes due October 2022, plus accrued and unpaid interest. As a result of the early redemption, we recognized a $46.5 million loss on extinguishment of debt during 2021.

In January 2020, we completed the early redemption on all $250.0 million in principal amount of outstanding 5.750% notes due January 2021, plus accrued and unpaid interest. As a result of the early redemption, we recognized a $9.8 million loss on extinguishment of debt during 2020.

Equity in Income of Unconsolidated Entities

Equity in income of unconsolidated entities for 2021 relates to three equity method investments that were acquired in our merger with VEREIT. There were no comparative investments during 2020 or 2019.

Other Income, Net

Beginning in 2021, certain miscellaneous non-recurring revenue has been reclassified from total revenue to other income, net in the consolidated statements of income and comprehensive income. Interest income from our money market accounts was higher for 2020 as compared to 2019, which is primarily due to higher average investment balances.

Income Taxes

Income taxes are for city and state income and franchise taxes, and for international income taxes accrued or paid by us and our subsidiaries. The increase in income taxes for 2021 and 2020 was primarily attributable to our increased volume of U.K. investments, which contributed to higher U.K. income taxes for both years.

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Net Income Available to Common Stockholders

The following summarizes our net income available to common stockholders (dollars in millions, except per share data):

	Year Ended December 31,						% (Decrease)
	2021		2020		2019		2021 versus 2020		2020 versus 2019
Net income available to common stockholders	$	359.5	$	395.5	$	436.5	(9.1)	%	(9.4)	%
Net income per share (1)	$	0.87	$	1.14	$	1.38	(23.7)	%	(17.4)	%

(1) All per share amounts are presented on a diluted per common share basis.

The calculation to determine net income available to common stockholders includes provisions for impairment, gains from the sale of properties, and foreign currency gains and losses, which can vary from period to period based on timing and significantly impact net income available to the Company and available to common stockholders.

Net income available to common stockholders in 2021 was primarily impacted by the following transactions: (i) a $97.2 million loss on extinguishment of debt, which primarily includes $46.5 million related to the January 2021 early redemption of the 3.250% notes due October 2022 recorded in the three months ended March 31, 2021 and $46.4 million related to the December 2021 early redemption of the 4.650% notes due August 2023 recorded in the three months ended December 31, 2021, (ii) $167.4 million of merger and integration-related costs related to our merger with VEREIT and spin-off of office properties to Orion Office REIT Inc., (iii) $39.0 million of provisions for impairment, and (iv) $14.7 million in net reserves recorded as a reduction of rental revenue. Net income available to common stockholders in 2020 was primarily impacted by the following transactions: (i) $147.2 million of provisions for impairment, (ii) $52.5 million in net reserves recorded as a reduction of rental revenue, (iii) a $9.8 million loss on extinguishment of debt due to the January 2020 early redemption of the 5.750% notes due January 2021, and (iv) a $3.5 million executive severance charge for our former CFO. For 2019, the only comparable charges were $40.2 million in provisions for impairment and $2.9 million in reserves recorded as a reduction of rental revenue.

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate (Adjusted EBITDAre)

The National Association of Real Estate Investment Trusts ("Nareit") came to the conclusion that a Nareit-defined EBITDA metric for real estate companies (i.e., EBITDA for real estate, or EBITDAre) would provide investors with a consistent measure to help make investment decisions among REITs. Our definition of “Adjusted EBITDAre” is generally consistent with the Nareit definition, other than our adjustments to remove foreign currency and derivative gains and losses and executive severance charges (which is consistent with our previous calculations of "Adjusted EBITDA"). We define Adjusted EBITDAre, a non–GAAP financial measure, for the most recent quarter as earnings (net income) before (i) interest expense, including non-cash loss (gain) on swaps, (ii) income and franchise taxes, (iii) loss on extinguishment of debt, (iv) real estate depreciation and amortization, (v) provisions for impairment, (vi) merger and integration-related costs, (vii) gain on sales of real estate, (viii) foreign currency and derivative gains and losses, net (as described in the Adjusted Funds from Operations section), and (ix) our proportionate share of interest expense and real estate depreciation and amortization from unconsolidated entities. Our Adjusted EBITDAre may not be comparable to Adjusted EBITDAre reported by other companies or as defined by Nareit, and other companies may interpret or define Adjusted EBITDAre differently than we do. Management believes Adjusted EBITDAre to be a meaningful measure of a REIT’s performance because it is widely followed by industry analysts, lenders and investors. Management also believes the use of an annualized quarterly Adjusted EBITDAre metric, which we refer to as Annualized Adjusted EBITDAre, is meaningful because it represents the Company’s current earnings run rate for the period presented. Annualized Adjusted EBITDAre and Annualized Pro Forma Adjusted EBITDAre, as defined below, are also used to determine the vesting of performance share awards granted to executive officers. Annualized Adjusted EBITDAre should be considered along with, but not as an alternative to net income as a measure of our operating performance. We define Annualized Pro Forma Adjusted EBITDAre as Annualized Adjusted EBITDAre, subject to certain adjustments to incorporate operating income from properties we acquired or stabilized during the applicable quarter and to remove operating income from properties we disposed of during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable period. We believe Annualized Pro Forma Adjusted EBITDAre is a useful non-GAAP supplemental measure, as it excludes properties that were no longer owned at the balance sheet date and includes the annualized rent from properties acquired during the quarter. Our ratios of net debt-to-Annualized Adjusted EBITDAre and net debt-to-Annualized Pro Forma Adjusted EBITDAre, which are used by management as a measure of leverage, are calculated as net debt (which we define as total debt per our consolidated balance sheet,

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excluding deferred financing costs and net premiums and discounts, but including our proportionate share on debt from unconsolidated entities, less cash and cash equivalents), divided by annualized quarterly Adjusted EBITDAre and annualized Pro Forma Adjusted EBITDAre, respectively.

The following table summarizes our Annualized Adjusted EBITDAre and Annualized Pro Forma Adjusted EBITDAre calculations for the periods indicated below (dollars in thousands):

	For the Three Months Ended December 31,
Dollars in thousands	2021		2020		2019
Net income (1)	$	4,467	$	118,150	$	129,553
Interest	100,739		78,764		75,073
Loss on extinguishment of debt	46,722		—		—
Income taxes	10,128		4,500		1,736
Depreciation and amortization	333,229		175,041		156,594
Provisions for impairment	7,990		23,790		8,950
Merger and integration-related costs	137,332		—		—
Gain on sales of real estate	(20,402)		(22,667)		(14,168)
Foreign currency and derivative gains, net	(1,880)		(3,311)		(1,792)
Proportionate share of adjustments for unconsolidated entities	1,581		—		—
Quarterly Adjusted EBITDAre	$	619,906	$	374,267	$	355,946
Annualized Adjusted EBITDAre (2)	$	2,479,624	$	1,497,068	$	1,423,784
Annualized Pro Forma Adjustments	358,560		25,910		77,793
Annualized Pro Forma Adjusted EBITDAre	$	2,838,184	$	1,522,978	$	1,501,577
Total debt per the consolidated balance sheet, excluding deferred financing costs and net premiums and discounts	$	15,172,849	$	8,852,036	$	7,930,350
Proportionate share for unconsolidated entities debt, excluding deferred financing costs	86,006		—		—
Less: Cash and cash equivalents	(258,579)		(824,476)		(54,011)
Net Debt (3)	$	15,000,276	$	8,027,560	$	7,876,339
Net Debt/Pro forma Adjusted EBITDAre (4)(5)	5.3		5.3		5.2

(1) Net income for the three months ended December 31, 2021 was negatively impacted by $827,000 of rent reserves recorded as reductions of rental revenue, of which $5.6 million was related to straight-line rent receivables, net of reserve reversals of $(4.8) million. Net income for the three months ended December 31, 2020 was negatively impacted by $18.1 million of rent reserves recorded as reductions of rental revenue, of which $3.3 million relates to straight-line rent.

(2) We calculate Annualized Adjusted EBITDAre by multiplying the Quarterly Adjusted EBITDAre by four.

(3) Net Debt is total debt per our consolidated balance sheet, excluding deferred financing costs and net premiums and discounts, but including our proportionate share on debt from unconsolidated entities, less cash and cash equivalents.

(4) Net Debt/Annualized Adjusted EBITDAre was 6.0x for the three months ended December 31, 2021, 5.4x for the three months ended December 31, 2020, and 5.5x for the three months ended December 31, 2019.

(5) During 2021, Net Debt was adjusted to exclude deferred financing costs and net premiums and discounts. Under the prior calculation of Net Debt, which included deferred financing costs and net premiums and discounts, Net Debt/Adjusted EBITDAre was 5.3x for the three months ended December 31, 2020, and Net Debt/Pro forma Adjusted EBITDAre was 5.2x for the three months ended December 31, 2020. The adjustment of Net Debt did not impact the calculations for the three months ended December 31, 2019, which were 5.5x for Net Debt/Adjusted EBITDAre and 5.2x for Net Debt/Pro forma Adjusted EBITDAre.

The Annualized Pro Forma Adjustments consist of adjustments to incorporate operating income from properties we acquired or stabilized during the applicable quarter and to remove operating income from properties we disposed of during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable period. For the three months ended December 31, 2021, the Annualized Pro Forma adjustments are inclusive of the effects of the merger. The Annualized Pro Forma Adjustments are consistent with the debt service coverage ratio calculated under financial covenants for our senior unsecured notes and bonds. The following table summarizes our Annualized Pro forma Adjusted EBITDAre calculation for the periods indicated below:

Dollars in thousands	2021		2020		2019
Annualized pro forma adjustments from properties acquired or stabilized	$	400,575	$	27,431	$	77,431
Annualized pro forma adjustments from properties disposed	(42,015)		(1,521)		362
Annualized Pro forma Adjustments	$	358,560	$	25,910	$	77,793

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FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (FFO) AND NORMALIZED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (Normalized FFO)

The following summarizes our FFO and Normalized FFO (dollars in millions, except per share data):

We define FFO, a non-GAAP measure, consistent with the National Association of Real Estate Investment Trusts' definition, as net income available to common stockholders, plus depreciation and amortization of real estate assets, plus provisions for impairments of depreciable real estate assets, and reduced by gains on property sales. We define Normalized FFO, a non-GAAP financial measure, as FFO excluding merger and integration-related costs related to our merger with VEREIT.

							% Increase/(Decrease)
	2021		2020		2019		2021 versus 2020		2020 versus 2019
FFO available to common stockholders	$	1,240.6	$	1,142.1	$	1,039.6	8.6	%	9.9	%
FFO per share (1)	$	2.99	$	3.31	$	3.29	(9.7)	%	0.6	%
Normalized FFO available to common stockholders	$	1,408.0	$	1,142.1	$	1,039.6	23.3	%	9.9	%
Normalized FFO per share (1)	$	3.39	$	3.31	$	3.29	2.4	%	0.6	%

(1) All per share amounts are presented on a diluted per common share basis.

FFO and Normalized FFO for 2021, 2020, and 2019 were primarily impacted by the same transactions listed under "Net Income Available To Common Stockholders" on page 59. The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable GAAP measure) to FFO and Normalized FFO. Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (in thousands, except per share amounts):

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	2021		2020		2019
Net income available to common stockholders	$	359,456	$	395,486	$	436,482
Depreciation and amortization	897,835		677,038		593,961
Depreciation of furniture, fixtures and equipment	(1,026)		(588)		(565)
Provisions for impairment	38,967		147,232		40,186
Gain on sales of real estate	(55,798)		(76,232)		(29,996)
Proportionate share of adjustments for unconsolidated entities	1,931		—		—
FFO adjustments allocable to noncontrolling interests	(785)		(817)		(477)
FFO available to common stockholders	$	1,240,580	$	1,142,119	$	1,039,591
FFO allocable to dilutive noncontrolling interests	—		1,418		1,403
Diluted FFO	$	1,240,580	$	1,143,537	$	1,040,994
FFO available to common stockholders	$	1,240,580	$	1,142,119	$	1,039,591
Merger and integration-related costs	167,413		—		—
Normalized FFO available to common stockholders	$	1,407,993	$	1,142,119	$	1,039,591
Normalized FFO allocable to dilutive noncontrolling interests	1,642		1,418		1,403
Diluted Normalized FFO	$	1,409,635	$	1,143,537	$	1,040,994
FFO per common share, basic and diluted	$	2.99	$	3.31	$	3.29
Normalized FFO per common share:
Basic	$	3.40	$	3.31	$	3.29
Diluted	$	3.39	$	3.31	$	3.29
Distributions paid to common stockholders	$	1,169,026	$	964,167	$	852,134
FFO available to common stockholders in excess of distributions paid to common stockholders	$	71,554	$	177,952	$	187,457
Normalized FFO available to common stockholders in excess of distributions paid to common stockholders	$	238,967	$	177,952	$	187,457
Weighted average number of common shares used for FFO:
Basic	414,535,283		345,280,126		315,837,012
Diluted	414,769,846		345,878,377		316,601,350
Weighted average number of common shares used for Normalized FFO:
Basic	414,535,283		345,280,126		315,837,012
Diluted	415,270,063		345,878,377		316,601,350

We consider FFO and Normalized FFO to be appropriate supplemental measures of a REIT’s operating performance as they are based on a net income analysis of property portfolio performance that adds back items such as depreciation and impairments for FFO, and adds back merger and integration-related costs, for Normalized FFO. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative.

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ADJUSTED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (AFFO)

The following summarizes our AFFO (dollars in millions, except per share data):

We define AFFO, a non-GAAP measure, as FFO adjusted for unique revenue and expense items, which we believe are not as pertinent to the measurement of our ongoing operating performance.

							% Increase
	2021		2020		2019		2021 versus 2020		2020 versus 2019
AFFO available to common stockholders	$	1,488.8	$	1,172.6	$	1,050.0	27.0	%	11.7	%
AFFO per share (1)	$	3.59	$	3.39	$	3.32	5.9	%	2.1	%

(1) All per share amounts are presented on a diluted per common share basis.

AFFO during 2021 and 2020 was primarily impacted by reserves recorded as a reduction of rental revenue related to the COVID-19 pandemic. During the second half of 2021, reserves recorded as a reduction of rental revenue were partially offset by reserve reversals recorded as an increase to rental revenue where the accounting for recognition of rental revenue and straight-line rental revenue has been moved from the cash to the accrual basis.

We consider AFFO to be an appropriate supplemental measure of our performance. Most companies in our industry use a similar measurement, but they may use the term “CAD” (for Cash Available for Distribution), “FAD” (for Funds Available for Distribution) or other terms. Our AFFO calculations may not be comparable to AFFO, CAD or FAD reported by other companies, and other companies may interpret or define such terms differently than we do.

The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable GAAP measure) to Normalized FFO and AFFO. Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (in thousands, except per share amounts):

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	2021		2020		2019
Net income available to common stockholders (1)	$	359,456	$	395,486	$	436,482
Cumulative adjustments to calculate Normalized FFO (2)	1,048,537		746,633		603,109
Normalized FFO available to common stockholders	1,407,993		1,142,119		1,039,591
Executive severance charge (3)	—		3,463		—
Loss on extinguishment of debt	97,178		9,819		—
Amortization of share-based compensation	16,234		14,727		13,662
Amortization of net debt premiums and deferred financing costs (4)	(6,182)		3,710		3,339
Loss on interest rate swaps	2,905		4,353		2,752
Straight-line payments from cross-currency swaps (5)	2,228		2,573		4,316
Leasing costs and commissions	(6,201)		(1,859)		(2,102)
Recurring capital expenditures	(1,202)		(198)		(801)
Straight-line rent and expenses	(61,350)		(26,502)		(28,674)
Amortization of above and below-market leases	37,970		22,940		19,336
Proportionate share of adjustments for unconsolidated entities	(1,948)		—		—
Other adjustments (6)	1,128		(2,519)		(1,404)
Total AFFO available to common stockholders	$	1,488,753	$	1,172,626	$	1,050,015
AFFO allocable to dilutive noncontrolling interests	1,619		1,438		1,442
Diluted AFFO	$	1,490,372	$	1,174,064	$	1,051,457
AFFO per common share:
Basic	$	3.59	$	3.40	$	3.32
Diluted	$	3.59	$	3.39	$	3.32
Distributions paid to common stockholders	$	1,169,026	$	964,167	$	852,134
AFFO available to common stockholders in excess of distributions paid to common stockholders	$	319,727	$	208,459	$	197,881
Weighted average number of common shares used for computation per share:
Basic	414,535,283		345,280,126		315,837,012
Diluted	415,270,063		345,878,377		316,601,350

(1)As of December 31, 2021, there was $58.7 million of uncollected rent deferred as a result of lease concessions we granted in response to the COVID-19 pandemic and recognized under the practical expedient provided by the FASB and $41.3 million of uncollected rent for which we have not granted a lease concession.

(2)See reconciling items for Normalized FFO presented under “Funds from Operations Available to Common Stockholders (FFO) and Normalized Funds from Operations Available to Common Stockholders (Normalized FFO)."

(3)The executive severance charge represents the incremental costs incurred upon our former CFO's departure in March 2020, consisting of $1.6 million of cash, $1.8 million of share-based compensation expense and $58,000 of professional fees.

(4) Includes the amortization of premiums and discounts on notes payable and assumption of our mortgages payable, which are being amortized over the life of the applicable debt, and costs incurred and capitalized upon issuance and exchange of our notes payable, assumption of our mortgages payable and issuance of our term loans, which are also being amortized over the lives of the applicable debt. No costs associated with our credit facility agreements or annual fees paid to credit rating agencies have been included.

(5) Straight-line payments from cross-currency swaps represent quarterly payments in U.S. dollars received by us from counterparties in exchange for associated foreign currency payments. These USD payments are fixed and determinable for the duration of the associated hedging transaction.

(6) Includes adjustments allocable to noncontrolling interests, obligations related to financing lease liabilities, mark-to-market adjustments on investments and derivatives that do not qualify for hedge accounting, and foreign currency gains and losses as a result of intercompany debt and remeasurement transactions.

We believe the non-GAAP financial measure AFFO provides useful information to investors because it is a widely accepted industry measure of the operating performance of real estate companies that is used by industry analysts and investors who look at and compare those companies. In particular, AFFO provides an additional measure to compare the operating performance of different REITs without having to account for differing depreciation assumptions and other unique revenue and expense items which are not pertinent to measuring a particular company’s on-going operating performance. Therefore, we believe that AFFO is an appropriate supplemental performance metric, and that the most appropriate GAAP performance metric to which AFFO should be reconciled is net income available to common stockholders.

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Presentation of the information regarding FFO, Normalized FFO, and AFFO is intended to assist the reader in comparing the operating performance of different REITs, although it should be noted that not all REITs calculate FFO, Normalized FFO, and AFFO in the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO, Normalized FFO, and AFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as alternatives to net income as an indication of our performance. FFO, Normalized FFO, and AFFO should not be considered as alternatives to reviewing our cash flows from operating, investing, and financing activities. In addition, FFO, Normalized FFO, and AFFO should not be considered as measures of liquidity, our ability to make cash distributions, or our ability to pay interest payments.

IMPACT OF INFLATION

Leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, or retail price index in the case of certain leases in the U.K. (typically subject to ceilings), or increases in the clients’ sales volumes. We expect that inflation will cause these lease provisions to result in rent increases over time. During times when inflation is greater than increases in rent, as provided for in the leases, rent increases may not keep up with the rate of inflation.

Moreover, our use of net lease agreements tends to reduce our exposure to rising property expenses due to inflation because the client is responsible for property expenses. Inflation and increased costs may have an adverse impact on our clients if increases in their operating expenses exceed increases in revenue.

 IMPACT OF RECENT ACCOUNTING STANDARDS

For information on the impact of new accounting standards on our business, see note 2 of the Notes to the Consolidated Financial Statements.

Item 7A:      Quantitative and Qualitative Disclosures about Market Risk

We are exposed to economic risks from interest rates and foreign currency exchange rates. A portion of these risks is hedged, but the risks may affect our financial statements.

Interest Rates

We are exposed to interest rate changes primarily as a result of our credit facility and commercial paper program, term loan, mortgages payable, and long-term notes and bonds used to maintain liquidity and expand our real estate investment portfolio and operations. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flow and to lower our overall borrowing costs. To achieve these objectives, we issue long-term notes and bonds, primarily at fixed rates.

In order to mitigate and manage the effects of interest rate risks on our operations, we may utilize a variety of financial instruments, including interest rate swaps, interest rate locks and caps. The use of these types of instruments to hedge our exposure to changes in interest rates carries additional risks, including counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant changes in interest rates will cause a significant loss of basis in the contract. To limit counterparty credit risk we will seek to enter into such agreements with major financial institutions with favorable credit ratings. There can be no assurance that we will be able to adequately protect against the foregoing risks or realize an economic benefit that exceeds the related amounts incurred in connection with engaging in such hedging activities. We do not enter into any derivative transactions for speculative or trading purposes.

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The following table presents, by year of expected maturity, the principal amounts, average interest rates and estimated fair values of our fixed and variable rate debt as of December 31, 2021. This information is presented to evaluate the expected cash flows and sensitivity to interest rate changes (dollars in millions):

 Expected Maturity Data

Year of maturity	Fixed rate debt		Weighted average rate on fixed rate debt		Variable rate debt		Weighted average rate on variable rate debt
2022	$	271.1	4.93	%	$	901.4	0.38	%
2023	62.1		4.45		650.0		1.74
2024	1,833.0		4.48		—		—
2025	1,092.0		4.22		—		—
2026	1,576.2		3.72		—		—
Thereafter	8,787.0		2.97		—		—
Totals (1)	$	13,621.4	3.41	%	$	1,551.4	0.95	%
Fair Value (2)	$	14,519.3			$	1,551.4

(1)  Excludes net premiums recorded on mortgages payable, net premiums recorded on notes payable and deferred financing costs on mortgages payable, notes payable, and our term loan. At December 31, 2021, the unamortized balance of net premiums on mortgages payable is $28.7 million, the unamortized balance of net premiums on notes payable is $295.5 million, and the balance of deferred financing costs on mortgages payable is $790,000, on notes payable is $53.1 million, and on our term loan is $443,000.

(2)  We base the estimated fair value of the publicly-traded fixed rate senior notes and bonds at December 31, 2021 on the indicative market prices and recent trading activity of our senior notes and bonds payable. We base the estimated fair value of our fixed rate mortgages and private senior notes payable at December 31, 2021 on the relevant forward interest rate curve, plus an applicable credit-adjusted spread. We believe that the carrying values of the line of credit borrowings, commercial paper borrowings and term loan balance reasonably approximate their estimated fair values at December 31, 2021.

The table above incorporates only those exposures that exist as of December 31, 2021. It does not consider those exposures or positions that could arise after that date. As a result, our ultimate realized gain or loss, with respect to interest rate fluctuations, would depend on the exposures that arise during the period, our hedging strategies at the time, and interest rates.

At December 31, 2021, our outstanding notes, bonds and mortgages payable had fixed interest rates. Interest on our revolving credit facility, commercial paper borrowings and term loan balance is variable. However, the variable interest rate feature on our term loan has been mitigated by an interest rate swap agreement. Based on our revolving credit facility balance of $650.0 million at December 31, 2021, a 1% change in interest rates would change our interest rate costs by $6.5 million per year.

Foreign Currency Exchange Rates

We are exposed to foreign currency exchange variability related to investments in and earnings from our foreign investments. Foreign currency market risk is the possibility that our results of operations or financial position could be better or worse than planned because of changes in foreign currency exchange rates. We primarily hedge our foreign currency risk by borrowing in the currencies in which we invest thereby providing a natural hedge. We continuously evaluate and manage our foreign currency risk through the use of derivative financial instruments, including cross-currency swaps, currency exchange swaps, foreign currency collars, and foreign currency forward contracts with financial counterparties where practicable. Such derivative instruments are viewed as risk management tools and are not used for speculative or trading purposes.

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Item 8:         Financial Statements and Supplementary Data

Table of Contents

A.	Reports of Independent Registered Public Accounting Firm
B.	Consolidated Balance Sheets, December 31, 2021 and 2020
C.	Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2021, 2020, and 2019
D.	Consolidated Statements of Equity, Years ended December 31, 2021, 2020, and 2019
E.	Consolidated Statements of Cash Flows, Years ended December 31, 2021, 2020, and 2019
F.	Notes to Consolidated Financial Statements
G.	Schedule III Real Estate and Accumulated Depreciation
	Schedules not filed: All schedules, other than that indicated in the Table of Contents, have been omitted as the required information is either not material, inapplicable or the information is presented in the financial statements or related notes.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Realty Income Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Realty Income Corporation and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the Fair Value of Land in Real Estate Acquisitions

As discussed in Note 5 to the consolidated financial statements, during 2021, the Company acquired $6.4 billion of real estate properties. As discussed in Note 2, the purchase price of a real estate acquisition is typically allocated among the individual components of both tangible and intangible assets and liabilities acquired based on their estimated relative fair values.

We identified the evaluation of the fair value of land in real estate acquisitions as a critical audit matter. Specifically, the measurement of the fair values of land is dependent upon significant assumptions of market land values for which relevant external market data is not always readily available. There was a high degree of subjective and complex auditor judgment required in evaluating the fair value measurements given the sensitivity of the fair value measurements to changes in these assumptions.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to allocate the purchase price of real estate acquisitions. This included controls over the measurement of the fair value of land. For a selection of real estate acquisitions, we involved valuation professionals with specialized skills and knowledge who assisted in evaluating a selection of the Company’s acquired land values by comparing them to independently developed ranges using market data from industry transaction databases and published industry reports.

Business Combination

As discussed in Notes 2 and 3 to the consolidated financial statements, on November 1, 2021, the Company acquired VEREIT, Inc. for $12.1 billion. The transaction was accounted for as a business combination, and the acquired assets and assumed liabilities were recorded at their respective fair values. The Company estimates the fair value of each property acquired, which is then allocated to land, buildings and improvements, and identified intangible assets and liabilities based on their estimated fair values.

We identified the evaluation of the fair values of certain acquired properties and the allocation of purchase price to land as a critical audit matter. Specifically, the measurement of the fair values of certain acquired properties and allocation of purchase price to land is dependent upon significant assumptions for which relevant external market data is not always readily available. Such assumptions include market land values, market rental rates, and capitalization rates. There was a high degree of subjective and complex auditor judgment required to evaluate the fair value measurements given the sensitivity of the fair value measurements to changes in these assumptions.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to allocate the purchase price of the VEREIT transaction. This included controls over the selection and review of the significant assumptions used to estimate the fair value of certain properties acquired and the allocation of purchase price to land. For a selection of properties, we involved valuation professionals with specialized skills and knowledge who assisted in evaluating the significant assumptions used to estimate the fair value measurements of certain acquired properties and allocation of purchase price to land. The evaluation included comparison of the Company’s assumptions noted above to independently developed ranges using market data from industry transaction databases, and published industry reports.

(signed) KPMG LLP

We have served as the Company’s auditor since 1993.

San Diego, California

February 23, 2022

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Realty Income Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Realty Income Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 23, 2022 expressed an unqualified opinion on those consolidated financial statements.

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

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may

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

(signed) KPMG LLP

San Diego, California

February 23, 2022

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REALTY INCOME CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2021 and 2020

(in thousands, except per share and share count data)

	2021		2020
ASSETS
Real estate held for investment, at cost:
Land	$	10,753,750	$	6,318,926
Buildings and improvements	25,155,178		14,696,712
Total real estate held for investment, at cost	35,908,928		21,015,638
Less accumulated depreciation and amortization	(3,949,798)		(3,549,486)
Real estate held for investment, net	31,959,130		17,466,152
Real estate and lease intangibles held for sale, net	30,470		19,004
Cash and cash equivalents	258,579		824,476
Accounts receivable, net	426,768		285,701
Lease intangible assets, net	5,275,304		1,710,655
Goodwill	3,676,705		14,180
Investment in unconsolidated entities	140,967		—
Other assets, net	1,369,579		420,117
Total assets	$	43,137,502	$	20,740,285
LIABILITIES AND EQUITY
Distributions payable	$	146,919	$	85,691
Accounts payable and accrued expenses	351,128		241,336
Lease intangible liabilities, net	1,308,221		321,198
Other liabilities	759,197		256,863
Line of credit payable and commercial paper	1,551,376		—
Term loans, net	249,557		249,358
Mortgages payable, net	1,141,995		300,360
Notes payable, net	12,499,709		8,267,749
Total liabilities	18,008,102		9,722,555
Commitments and contingencies
Stockholders’ equity:
Common stock and paid in capital, par value $0.01 per share, 740,200,000 shares authorized, 591,261,991 and 361,303,445 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively	29,578,212		14,700,050
Distributions in excess of net income	(4,530,571)		(3,659,933)
Accumulated other comprehensive income (loss)	4,933		(54,634)
Total stockholders’ equity	25,052,574		10,985,483
Noncontrolling interests	76,826		32,247
Total equity	25,129,400		11,017,730
Total liabilities and equity	$	43,137,502	$	20,740,285

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

Years Ended December 31, 2021, 2020 and 2019

(in thousands, except per share data)

	2021		2020		2019
REVENUE
Rental (including reimbursable)	$	2,064,958	$	1,639,533	$	1,484,818
Other	15,505		7,554		3,345
Total revenue	2,080,463		1,647,087		1,488,163
EXPENSES
Depreciation and amortization	897,835		677,038		593,961
Interest	323,644		309,336		290,991
Property (including reimbursable)	133,605		104,603		88,585
General and administrative	96,980		73,215		66,483
Provisions for impairment	38,967		147,232		40,186
Merger and integration-related costs	167,413		—		—
Total expenses	1,658,444		1,311,424		1,080,206
Gain on sales of real estate	55,798		76,232		29,996
Foreign currency and derivative gains, net	710		4,585		2,255
Loss on extinguishment of debt	(97,178)		(9,819)		—
Equity in income of unconsolidated entities	1,106		—		—
Other income, net	9,949		4,538		3,428
Income before income taxes	392,404		411,199		443,636
Income taxes	(31,657)		(14,693)		(6,158)
Net income	360,747		396,506		437,478
Net income attributable to noncontrolling interests	(1,291)		(1,020)		(996)
Net income available to common stockholders	$	359,456	$	395,486	$	436,482
Amounts available to common stockholders per common share:
Net income
Basic	$	0.87	$	1.15	$	1.38
Diluted	$	0.87	$	1.14	$	1.38
Weighted average common shares outstanding:
Basic	414,535,283		345,280,126		315,837,012
Diluted	414,769,846		345,415,258		316,159,277
Other comprehensive income:
Net income available to common stockholders	$	359,456	$	395,486	$	436,482
Foreign currency translation adjustment	9,119		(2,606)		186
Unrealized gain (loss) on derivatives, net	50,448		(34,926)		(9,190)
Comprehensive income available to common stockholders	$	419,023	$	357,954	$	427,478

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 

Years Ended December 31, 2021, 2020 and 2019

(in thousands, except share count data)

	Shares of common stock	Common stock and paid in capital		Distributions in excess of net income		Accumulated other comprehensive income (loss)		Total stockholders’ equity		Noncontrolling interests		Total equity
Balance, December 31, 2018	303,742,090	$	10,754,495	$	(2,657,655)	$	(8,098)	$	8,088,742	$	32,236	$	8,120,978
Net income	—	—		436,482		—		436,482		996		437,478
Other comprehensive loss	—	—		—		(9,004)		(9,004)		—		(9,004)
Distributions paid and payable	—	—		(861,118)		—		(861,118)		(1,296)		(862,414)
Share issuances, net of costs	29,818,978	2,117,983		—		—		2,117,983		—		2,117,983
Contributions by noncontrolling interests	—	—		—		—		—		11,370		11,370
Redemption of common units	—	(6,866)		—		—		(6,866)		(14,257)		(21,123)
Reallocation of equity	—	(653)		—		—		(653)		653		—
Share-based compensation, net	58,038	8,890		—		—		8,890		—		8,890
Balance, December 31, 2019	333,619,106	$	12,873,849	$	(3,082,291)	$	(17,102)	$	9,774,456	$	29,702	$	9,804,158
Net income	—	—		395,486		—		395,486		1,020		396,506
Other comprehensive loss	—	—		—		(37,532)		(37,532)		—		(37,532)
Distributions paid and payable	—	—		(973,128)		—		(973,128)		(1,596)		(974,724)
Share issuances, net of costs	27,564,163	1,817,978		—		—		1,817,978		—		1,817,978
Contributions by noncontrolling interests	—	—		—		—		—		3,168		3,168
Reallocation of equity	—	47		—		—		47		(47)		—
Share-based compensation, net	120,176	8,176		—		—		8,176		—		8,176
Balance, December 31, 2020	361,303,445	$	14,700,050	$	(3,659,933)	$	(54,634)	$	10,985,483	$	32,247	$	11,017,730
Net income	—	—		359,456		—		359,456		1,291		360,747
Other comprehensive income	—	—		—		59,567		59,567		—		59,567
Shares issued in merger	162,043,548	11,556,715		—		—		11,556,715		3,160		11,559,875
Orion Divestiture	—	(1,140,769)		—		—		(1,140,769)		(1,352)		(1,142,121)
Distributions paid and payable	—	—		(1,230,094)		—		(1,230,094)		(1,868)		(1,231,962)
Share issuances, net of costs	67,777,279	4,453,953		—		—		4,453,953		—		4,453,953
Contributions by noncontrolling interests	—	—		—		—		—		43,390		43,390
Reallocation of equity	—	42		—		—		42		(42)		—
Share-based compensation, net	137,719	8,221		—		—		8,221		—		8,221
Balance, December 31, 2021	591,261,991	$	29,578,212	$	(4,530,571)	$	4,933	$	25,052,574	$	76,826	$	25,129,400

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

Years Ended December 31, 2021, 2020 and 2019

(in thousands) 

	2021		2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	360,747	$	396,506	$	437,478
Adjustments to net income:
Depreciation and amortization	897,835		677,038		593,961
Loss on extinguishment of debt	97,178		9,819		—
Amortization of share-based compensation	41,773		16,503		13,662
Non-cash revenue and expense adjustments	(23,380)		(3,562)		(9,338)
Amortization of net premiums on mortgages payable	(3,498)		(1,258)		(1,415)
Amortization of net premiums on notes payable	(10,349)		(1,754)		(995)
Amortization of deferred financing costs	12,333		11,003		9,795
Loss on interest rate swaps	2,905		4,353		2,752
Foreign currency and derivative gains, net	(710)		(4,585)		(2,255)
Gain on sales of real estate	(55,798)		(76,232)		(29,996)
Equity income of unconsolidated entities	(1,106)		—		—
Distributions from unconsolidated entities	365		—		—
Provisions for impairment on real estate	38,967		147,232		40,186
Change in assets and liabilities
Accounts receivable and other assets	(38,292)		(79,240)		(8,954)
Accounts payable, accrued expenses and other liabilities	3,219		19,720		24,056
Net cash provided by operating activities	1,322,189		1,115,543		1,068,937
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in real estate	(6,313,076)		(2,283,130)		(3,572,581)
Improvements to real estate, including leasing costs	(19,080)		(8,708)		(23,536)
Proceeds from sales of real estate	250,536		259,459		108,911
Non-refundable escrow deposits	(28,390)		—		(14,603)
Return of investment from unconsolidated entities	38,345		—		—
Net cash paid in merger	(366,030)		—		—
Net cash used in investing activities	(6,437,695)		(2,032,379)		(3,501,809)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash distributions to common stockholders	(1,169,026)		(964,167)		(852,134)
Borrowings on line of credit and commercial paper program	9,082,206		3,528,042		2,816,632
Payments on line of credit and commercial paper program	(7,508,332)		(4,246,755)		(2,365,368)
Principal payment on term loan	—		(250,000)		(70,000)
Proceeds from notes and bonds payable issued	1,033,387		2,200,488		897,664
Principal payment on notes payable	(1,700,000)		(250,000)		—
Payments upon extinguishment of debt	(96,583)		(9,445)		—
Principal payments on mortgages payable	(66,575)		(108,789)		(20,723)
Proceeds from common stock offerings, net	1,263,235		728,883		845,061
Proceeds from dividend reinvestment and stock purchase plan	11,232		9,109		8,437
Proceeds from At-the-Market (ATM) program	3,179,490		1,094,938		1,264,518
Net cash received from Orion Divestiture	593,484		—		—
Redemption of common units	—		—		(21,123)
Distributions to noncontrolling interests	(1,707)		(1,596)		(1,342)
Net receipts on derivative settlements	3,266		4,106		4,881
Debt issuance costs	(13,405)		(19,456)		(9,129)
Other items, including shares withheld upon vesting	(33,552)		(23,279)		(4,772)
Net cash provided by financing activities	4,577,120		1,692,079		2,492,602
Effect of exchange rate changes on cash and cash equivalents	20,076		4,431		(9,796)
Net (decrease) increase in cash, cash equivalents and restricted cash	(518,310)		779,674		49,934
Cash, cash equivalents and restricted cash, beginning of year	850,679		71,005		21,071
Cash, cash equivalents and restricted cash, end of year	$	332,369	$	850,679	$	71,005

 For supplemental disclosures, see note 15.

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

December 31, 2021, 2020, and 2019

1.                           Organization and Operation

Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”) was founded in 1969 and is organized as a Maryland corporation. We invest in commercial real estate and have elected to be taxed as a real estate investment trust ("REIT"). We are listed on the New York Stock Exchange under the symbol “O”.

Over the past 53 years, we have been acquiring and managing freestanding commercial properties that generate rental revenue under long-term net lease agreements with our commercial clients. At December 31, 2021, we owned 11,136 properties, located in all 50 United States (U.S.) states, Puerto Rico, the United Kingdom (U.K.) and Spain, containing approximately 210.1 million leasable square feet. 

Information with respect to number of properties, leasable square feet, average initial lease term and initial weighted average cash lease yield is unaudited. Unless otherwise indicated, all dollar amounts are expressed in U.S. dollars.

In November 2021, we completed our merger with VEREIT, Inc. (VEREIT). For more details, please see note 3, Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture.

2.                 Summary of Significant Accounting Policies and Procedures and New Accounting Standards

Basis of Presentation. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Intercompany accounts and transactions are eliminated in consolidation. The U.S. Dollar (“USD”) is our functional currency.

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 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, typically 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.

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 interest that was created or assumed as part of a business combination or asset acquisition was 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications. Certain reclassifications have been made to the prior years' consolidated financial statements to conform to current year presentation. We began presenting 'Goodwill,' which was previously presented in 'Other assets, net,' in a separate caption within our consolidated balance sheets. In addition, we began presenting 'Income taxes,' which was previously presented in 'Expenses,' below a newly captioned subtotal for 'Income before income taxes' within our consolidated statements of income and comprehensive income. Furthermore, we began presenting

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'Other income, net' which consists of certain miscellaneous non-recurring revenue previously presented in 'Other' within 'Revenue,' in a separate caption within our consolidated statements of income and comprehensive income. These reclassifications have no effect on net income, total assets, accumulated earnings or cash flow statements as previously reported.

Net Income per Common Share. Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted net income per common share is computed by dividing net income available to common stockholders, plus income attributable to dilutive shares and convertible common units for the period, by the weighted average number of common shares that would have been outstanding assuming the issuance of common shares for all potentially dilutive common shares outstanding during the reporting period.

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:

	2021	2020	2019
Weighted average shares used for the basic net income per share computation	414,535,283	345,280,126	315,837,012
Incremental shares from share-based compensation	234,563	135,132	322,265
Weighted average shares used for diluted net income per share computation	414,769,846	345,415,258	316,159,277
Unvested shares from share-based compensation that were anti-dilutive	45,404	70,581	8,113
Weighted average partnership common units convertible to common shares that were anti-dilutive	500,217	463,119	442,073

Cash Equivalents and Restricted Cash. We consider all short-term, highly liquid investments that are readily convertible to cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Restricted cash includes cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the U.S. Internal Revenue Code, impounds related to mortgages payable and cash that is not immediately available to Realty Income (i.e. escrow deposits for future acquisitions).

Cash accounts maintained on behalf of Realty Income in demand deposits at commercial banks and money market funds may exceed federally insured levels or may be held in accounts without any federal insurance or any other insurance or guarantee. However, Realty Income has not experienced any losses in such accounts.

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 our client’s sales is recognized only after our client exceeds their sales breakpoint. Rental increases based upon changes in the consumer price indexes 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.

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.

The COVID-19 pandemic and the measures taken to limit its spread are negatively impacting the economy across many industries, including the industries in which some of our clients operate. These impacts may continue as the duration and severity of the pandemic increases. As a result, we have closely monitored the collectability of our accounts receivable and continue to evaluate the potential impacts of the COVID-19 pandemic and the measures taken to limit its spread on our business and industry segments as the situation continues to evolve and more information becomes available.

We continue to assess the probability of collecting substantially all of the lease payments to which we are entitled under the original lease contract as required under Topic 842, Leases. We assess the collectability of our future lease payments based on an analysis of creditworthiness, economic trends (including trends arising from the COVID-19 pandemic) and other facts and circumstances related to the applicable clients. If we conclude the

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collection of substantially all 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.

The majority of concessions granted to our clients during 2020 and 2021 as a result of the COVID-19 pandemic have been rent deferrals with the original lease term unchanged. We currently anticipate future concessions will be similar. In accordance with the guidance provided by the Financial Accounting Standards Board (FASB) staff, we have elected to account for these leases as if the right of deferral existed in the lease contract and therefore continue to recognize lease revenue in accordance with the lease contract in effect. In limited circumstances, the undiscounted cash flows resulting from deferrals granted increased significantly from original lease terms, which required us to account for these as lease modifications, and resulted in an insignificant impact to consolidated rental revenue during 2020 and 2021. Similarly, rent abatements granted, which are also accounted for as lease modifications, impacted our rental revenue by an insignificant amount during 2020 and 2021.

Unless otherwise specified, references to reserves recorded as a reduction of rental revenue include amounts reserved for in the current period, as well as unrecognized contractual rental revenue and unrecognized straight-line rental revenue for leases accounted for on a cash basis. The following table summarizes reserves to rental revenue (in millions):

	Year ended December 31,
	2021		2020		2019
Rental revenue reserves	$	10.2	$	44.1	$	1.4
Straight-line rent reserves	4.5		8.4		1.5
Total rental revenue reserves	$	14.7	$	52.5	$	2.9

As of December 31, 2021, other than the information related to the reserves recorded to date, we do not have any further client specific information that would change our assessment that collection of substantially all of the future lease payments under our existing leases is probable. However, since the conversations regarding rent collections for our clients affected by the COVID-19 pandemic are ongoing and we do not currently know the types of future concessions, if any, that will ultimately be granted, there may be impacts in future periods that could change this assessment as the situation continues to evolve and as more information becomes available. We also evaluated certain properties impacted by the COVID-19 pandemic for impairment (see note 14, Financial Instruments and Fair Value Measurements).

Gain on Sales of Real Estate. When real estate is sold, the carrying amount of the applicable assets is derecognized with a corresponding gain from the sale recognized in our consolidated statements of income and comprehensive income. We record a gain from the sale of real estate provided that various criteria, relating to the terms of the sale and any subsequent involvement by us with the real estate, have been met.

Allocation of the Purchase Price of Real Estate Acquisitions. A majority of our acquisitions qualify as asset acquisitions and the transaction costs associated with those acquisitions are capitalized. However, our merger with VEREIT comprises both an input and substantive process that together significantly contributes to the ability to create outputs and therefore would be considered a business. As a result, the merger with VEREIT qualified as a business combination and, accordingly, the transaction costs have been expensed and categorized as merger and integration-related costs on our consolidated statements of income and comprehensive income. In accordance with ASC Topic 805, Business Combinations, adjustments to the allocated purchase price are able to be made within one year of the closing date of our merger with VEREIT as acquisition date uncertainties are resolved (for more details on our merger with VEREIT, please see note 3, Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture).

When acquiring a property for investment purposes, we typically allocate the cost of real estate acquired, inclusive of transaction costs, to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their relative estimated fair values. Intangible assets and liabilities consist of above-market or below-market lease value of in-place leases and the value of in-place leases, as applicable. Additionally, above-market rents on certain leases under which we are a lessor are accounted for as financing receivables amortizing over the lease term, while below-market rents on certain leases under which we are a lessor are accounted for as

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prepaid rent. In an acquisition of multiple properties, we must also allocate the purchase price among the properties. The allocation of the purchase price is based on our assessment of estimated fair values of the land, building and improvements, and identified intangible assets and liabilities, and is often based upon various characteristics of the market where the property is located. In addition, any assumed notes payable or mortgages are recorded at their estimated fair values. The estimated fair values of our mortgages payable have been calculated by discounting the future cash flows using applicable interest rates that have been adjusted for factors, such as industry type, client investment grade, maturity date, and comparable borrowings for similar assets. The use of different assumptions in the allocation of the purchase price of the acquired properties and liabilities assumed could affect the timing of recognition of the related revenue and expenses.

Our estimated fair value determinations are based on management’s judgment, utilizing various factors, including: market land and building values, market rental rates, discount rates and capitalization rates. Our methodology for measuring and allocating the fair value of real estate acquisitions includes both observable market data (categorized as level 2 on the three-level valuation hierarchy of ASC Topic 820, Fair Value Measurement), and unobservable inputs that reflect our own internal assumptions (categorized as level 3 under ASC Topic 820). Given the significance of the unobservable inputs we believe the allocations of fair value of real estate acquisitions should be categorized as level 3 under ASC Topic 820. From time to time, we have used, and may continue to use, the assistance of independent third parties specializing in real estate valuations to prepare our purchase price allocations.

The allocation of tangible assets (which includes land and buildings/improvements) of an acquired property with an in-place lease is based upon relative fair value. Land is typically valued utilizing the sales comparison (or market) approach. Buildings and improvements are typically valued under the replacement cost approach. In allocating the fair value to identified intangibles for above-market or below-market leases, an amount is recorded based on the present value of the difference between (i) the contractual amount to be paid pursuant to the in-place lease and (ii) our estimate of fair market lease rate for the corresponding in-place lease, measured over the remaining term of the lease. The value of in-place leases is determined by our estimated costs related to acquiring a client and the carrying costs that would be incurred over the vacancy period to locate a client if the property were vacant, considering market conditions and costs to execute similar leases at the time of acquisition.

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 on our consolidated statements of income and comprehensive income. The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to depreciation and amortization expense over the remaining periods of the respective leases. If a lease is terminated prior to its stated expiration, all unamortized amounts relating to that lease are recorded to revenue or expense as appropriate.

Real Estate and Lease Intangibles Held for Sale. We generally reclassify assets to held for sale when the disposition has been approved, there are no known contingencies relating to the sale and the consummation of the disposition is considered probable within one year. Upon classifying a real estate investment as held for sale, we will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets.

If circumstances arise that we previously considered unlikely and, as a result, we decide not to sell a property previously classified as held for sale, we will reclassify the property as held for investment. We measure and record a property that is reclassified as held for investment at the lower of (i) its carrying value before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held for investment or (ii) the estimated fair value at the date of the subsequent decision not to sell.

Thirty-three properties were classified as held for sale at December 31, 2021.

Investment in Unconsolidated Entities. We account for our investment in unconsolidated entity arrangements using the equity method of accounting as we have the ability to exercise significant influence, but not control, over operating and financing policies of these investments. We have determined that none of the unconsolidated entities would be considered variable interest entities ("VIE") under the applicable accounting guidance. Our equity method investments were acquired in our merger with VEREIT. As a result, the investments were recorded at fair value and subsequently will be adjusted for our share of equity in the entities' earnings and distributions received. The step-up in fair value was allocated to the individual investment assets and liabilities and is being amortized over the estimated useful life of the respective underlying tangible real estate assets, the lease term of the intangible real

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estate assets, and the remaining term of the assumed debt. Investment in unconsolidated entities is included in the accompanying consolidated balance sheets. We record our proportionate share of net income from the unconsolidated entities in other income, net in the consolidated statements of income and comprehensive income.

Goodwill. Upon the closing of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. In connection with our merger with VEREIT, we recorded goodwill as a result of consideration exceeding the net assets acquired. Goodwill has not yet been allocated to our individual operating segments; the allocation is pending the finalization of our purchase accounting.

Deferred Financing Costs. Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining or originating financing. Deferred financing costs, other than those associated with the line of credit, are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability. Deferred financing costs related to the line of credit are included in other assets, net in the accompanying consolidated balance sheets. These costs are amortized to interest expense over the terms of the respective financing agreements that approximates with the effective interest method.

Depreciation and Amortization. Land, buildings and improvements are recorded and stated at cost. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives, while ordinary repairs and maintenance are expensed as incurred. Buildings and improvements that are under redevelopment, or are being developed, are carried at cost and no depreciation is recorded on these assets. Additionally, amounts essential to the development of the property, such as pre-construction, development, construction, interest and other costs incurred during the period of development are capitalized. We cease capitalization when the property is available for occupancy upon substantial completion of property improvements to accommodate the client's use, but in any event no later than one year from the completion of major construction activity.

Properties are depreciated using the straight-line method over the estimated useful lives of the assets.  The estimated useful lives are as follows:

Buildings	25 years or 35 years
Building improvements	4 to 35 years
Equipment	5 to 25 years
Lease commissions and property improvements to accommodate the client's use	The shorter of the term of the related lease or useful life
Acquired in-place leases	Remaining terms of the respective leases

Provisions for Impairment - Real Estate Assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If estimated future operating cash flows (undiscounted and without interest charges) plus estimated disposition proceeds (undiscounted) are less than the current book value of the property, a fair value analysis is performed and, to the extent the estimated fair value is less than the current book value, a provision for impairment is recorded to reduce the book value to estimated fair value. Key assumptions that we utilize in this analysis include projected rental rates, estimated holding periods, capital expenditures and property sales capitalization rates.

Provisions for Impairment - Goodwill. Goodwill is not amortized, but is subject to impairment reviews annually, or more frequently if necessary. Goodwill is qualitatively assessed to determine whether a quantitative impairment assessment is necessary. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. If the carrying value of the asset exceeds its estimated fair value, an impairment loss is recognized, and the asset is written down to its estimated fair value. We perform our annual goodwill impairment assessment as of June 30. During the years ended December 31, 2021, 2020 and 2019 there were no impairments of goodwill.

Provisions for Impairment - Investment in Unconsolidated Entities. When circumstances indicate that a decrease in value of an equity method investment has occurred that is other than temporary, an impairment loss should be recognized. To determine whether an impairment is other-than-temporary, we consider whether it has the ability and intent to hold the investment until the carrying value is fully recovered. We evaluate the recoverability of our investment in unconsolidated entities in accordance with accounting standards for equity investments by first reviewing each investment for indicators of impairment. If indicators are present, we estimate the fair value of the

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investment. If the carrying value of the investment is greater than the estimated fair value, we make an assessment of whether the impairment is temporary or other-than-temporary. In making this assessment, we consider the length of time and the extent to which fair value has been less than cost, the financial condition and near-term prospects of the entity, and our intent and ability to retain its interest long enough for a recovery in market value. If we conclude that the impairment is other than temporary, the investment is reduced to its estimated fair value. The evaluation of an investment in an unconsolidated entity for potential impairment requires significant judgment. Since our merger with VEREIT in November 2021, when we assumed our first unconsolidated entities, through December 31, 2021, there have been no impairments of equity method investments.

Equity Offering Costs.  Underwriting commissions and offering costs have been reflected as a reduction of additional paid-in-capital on our consolidated balance sheets.

Derivative and Hedging Activities. Derivatives are financial arrangements among two or more parties with returns linked to or “derived” from an underlying equity, debt, commodity, other asset, liability, interest rate, foreign exchange rate or another index, or the occurrence or nonoccurrence of a specified event. The settlement of a derivative is determined by its underlying notional amount specified in the contract. Derivative contracts may be entered into outright or embedded within a non-derivative host contract, and may be listed, traded on exchanges or privately negotiated directly between two parties.

We actively manage our risk exposures which arise from our liquidity and funding activities using derivative instruments which hedge for interest rate risk, foreign exchange risk, or both. We record all derivatives on the balance sheet at fair value. The recognition of changes in the fair value of derivatives is recorded in net income unless the derivative is designated in a cash flow or net investment hedge accounting relationship in which case the change in fair value is recorded in other comprehensive income until such time as the designated hedged item impacts net income.

Income Taxes. We have elected to be taxed as a 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, we generally will not be required to pay federal corporate 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 a TRS 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. The income taxes recorded on our consolidated statements of income and comprehensive income represent amounts accrued or paid by Realty Income and its subsidiaries for city and state income and franchise taxes and income taxes for the U.K. and Spain.

Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes 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 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 income tax positions have been recorded in our financial statements.

Recently Issued Accounting Standards. In July 2021, the FASB issued ASU 2021-05 establishing Topic 842, Lessors - Certain Leases with Variable Lease Payments. ASU 2021-05 improves ASC 842 classification guidance as it relates to a lessor's accounting for certain leases with variable lease payments. This guidance requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. This guidance is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2021-05 on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2022. The guidance may be elected over time as reference rate reform activities occur. We are currently evaluating the impact

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that the expected market transition from the London Interbank Offered Rate, commonly referred to as LIBOR, to alternative references rates will have on our financial statements as well as the applicability of the aforementioned expedients and exceptions provided in ASU 2020-04.

3.Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture

Merger with VEREIT

On April 29, 2021, we entered into an Agreement and Plan of Merger, as amended, or the Merger Agreement, with VEREIT, its operating partnership, VEREIT Operating Partnership, L.P., or VEREIT OP, and two newly formed subsidiaries. Pursuant to the terms of the Merger Agreement, (i) one of the newly formed subsidiaries of us agreed to merge with and into VEREIT OP, with VEREIT OP as the surviving entity, which we refer to as the Partnership Merger, and (ii) immediately thereafter, VEREIT agreed to merge with and into the other newly formed subsidiary of us, with our subsidiary as the surviving corporation, which we refer to collectively as the merger.

The primary reason for the Merger is to expand our size, scale and diversification, in order to further enhance our competitive advantages and accelerate our investment activities.

On November 1, 2021, we completed our acquisition of VEREIT, and the merger was consummated. Pursuant to the terms of the Merger Agreement and subject to the terms thereof, upon the consummation of the merger, (i) each outstanding share of VEREIT common stock, and each outstanding common partnership unit of VEREIT OP owned by any of its partners other than VEREIT, Realty Income or their respective affiliates, was automatically converted into 0.705 of newly issued shares of our common stock, or in certain instances, Realty Income L.P. units, and (ii) each VEREIT OP outstanding common unit owned by VEREIT, Realty Income or their respective affiliates remained outstanding as partnership interests in the surviving entity. Each outstanding VEREIT stock option and restricted stock unit that were unvested as of November 1, 2021 were converted into equivalent options and restricted stock units, in each case with respect to the share of the Company's common stock, using the equity award exchange ratio in accordance with the Merger Agreement. For more details, see note 16, Common Stock Incentive Plan.

Our merger with VEREIT 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 VEREIT common stock and VEREIT OP common units exchanged (1)	229,304,035
Exchange Ratio	0.705
	161,659,345
Less: Fractional shares settled in cash	(1,545)
Shares of Realty Income common stock and Realty Income L.P. units issued	161,657,800
Adjusted opening price of Realty common stock on November 1, 2021 (2)	$	71.236
Fair value of Realty common stock issued to former holders of VEREIT common stock and VEREIT OP common units	$	11,515,855
Fair value of VEREIT's equity-based compensation awards attributable to pre-combination services (3)	44,020
Total non-cash consideration	11,559,875
Cash paid for fractional shares	110
VEREIT indebtedness paid off in connection with the merger (4)	500,414
Consideration transferred	$	12,060,399

(1) Includes 229,152,001 shares of VEREIT common stock and 152,034 VEREIT OP common units outstanding as of November 1, 2021. Under the Merger Agreement, these shares and units were converted to Realty Income common stock, or in certain instances, Realty Income L.P. units, at an Exchange Ratio of 0.705 per share of VEREIT common stock or VEREIT OP common unit, as applicable.

(2) The fair value of Realty Income common stock issued to former holders of VEREIT common stock and VEREIT OP common units is based on the per share opening price of Realty Income common stock of $71.00 on November 1, 2021 (which traded on an ex-dividend basis), adjusted for the monthly dividend of $0.236 per share that former holders of VEREIT common stock and VEREIT OP common units were eligible to receive when such dividend was paid on November 15, 2021.

(3) Represents the fair value of fully vested deferred stock unit awards of VEREIT common stock (“VEREIT DSU Awards”) which were converted into Realty Income common stock upon our merger with VEREIT, as well as the estimated fair value of the Realty Income replacement employee and executive stock options and restricted stock units that were granted at the closing date of our merger with VEREIT and which were attributable to pre-combination services.

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(4) Represents the outstanding balance of the VEREIT revolving credit facility paid off by Realty Income in connection with the merger. The amount shown in the table above was based upon the balance outstanding immediately prior to November 1, 2021.

A.    Preliminary Purchase Price Allocation

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

ASSETS
Land	$	3,037,751
Buildings	8,685,049
Total real estate held for investment	11,722,800
Cash and cash equivalents	128,411
Accounts receivable	53,355
Lease intangible assets (1)	3,227,381
Goodwill	3,662,848
Investment in unconsolidated entities	194,876
Other assets	318,776
Total assets acquired	$	19,308,447
LIABILITIES
Accounts payable and accrued expenses	$	139,836
Lease intangible liabilities (2)	953,730
Other liabilities	337,052
Mortgages payable	869,113
Notes payable	4,946,965
Total liabilities assumed	$	7,246,696
Net assets acquired, at fair value	$	12,061,751
Noncontrolling interests	$	1,352
Total purchase price	$	12,060,399

(1) The weighted average amortization period for acquired lease intangible assets is 9.3 years.

(2) The weighted average amortization period for acquired lease intangible liabilities is 26.1 years.

The assessment of fair value is preliminary and is based on information that was available to management at the time the consolidated financial statements were prepared. Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. The finalization of our purchase accounting assessment could result in changes in the valuation of assets acquired and liabilities assumed up to a year after the date of our merger with VEREIT, which could be material.

Due to the timing and complexity of the merger, we recorded the assets acquired and liabilities assumed at their preliminary estimated fair values. As of December 31, 2021, we had not finalized the determination of fair values allocated to certain assets and liabilities, including land, buildings, lease intangible assets, lease intangible liabilities, and the allocation of goodwill. The preliminary purchase price allocation is subject to change as we complete our analysis of the fair value at the date of the transactions, which could have an impact on the consolidated financial statements.

A preliminary estimate of approximately $3.66 billion has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. The recognized goodwill is attributable to expected synergies and benefits arising from the merger transaction, including anticipated financing and overhead cost savings, potential economies of scale benefits in both customer and vendor relationships and the employee workforce onboarded from VEREIT following the closing of the transaction. Goodwill has not yet been allocated to our individual operating segments; the allocation is pending the

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finalization of our purchase accounting. None of the goodwill recognized is expected to be deductible for tax purposes.

B.    Merger and Integration-related Costs
In conjunction with our merger with VEREIT, we incurred approximately $161.4 million of transaction costs during the year ended December 31, 2021, which were included in the $167.4 million of merger and integration-related costs within our consolidated statements of income and comprehensive income. The merger and integration-related costs primarily consist of advisory fees, including success-based fees, attorney fees, accountant fees, SEC filing fees and additional integration costs that include incremental and non-recurring costs necessary to convert data and systems, retain employees and otherwise enable us to operate acquired businesses or assets efficiently.

C.    Unaudited Pro Forma Financial Information

Our consolidated results of operations for the year ended December 31, 2021 include $176.3 million of revenues and $36.7 million of net loss associated with the results of operations of VEREIT OP from the merger closing date to December 31, 2021.

The following unaudited pro forma information presents a summary of our combined results of operations for the years ended December 31, 2021 and 2020 as if our merger with VEREIT had occurred on January 1, 2020 (in millions, except per share data). The following 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. The following information excludes the impact of the spin-off of office assets to Orion Office REIT Inc.

	Year Ended December 31,
	2021		2020
Total revenues	$	3,082.9	$	2,828.0
Net income	$	762.9	$	317.2
Basic and diluted earnings per share	$	1.39	$	0.62

The unaudited pro forma financial information above includes the following nonrecurring significant adjustment made to account for certain costs incurred as if our merger with VEREIT had been completed on January 1, 2020: merger and integration-related costs of $167.4 million were excluded within the pro forma financial information for 2021, but included for 2020.

D.    Litigation Relating to the Merger
Purported stockholders of VEREIT filed 12 lawsuits challenging disclosures related to the merger (Stein v. VEREIT, Inc., et. al., Case No. 1:21-cv-01409 (D. Ct. Md., June 7, 2021) (the “Stein Complaint”); Bowles v. VEREIT, Inc., et. al., Case No. 1:21-cv-00845 (D. Ct. Del., June 10, 2021) (the “Bowles Complaint”); Leach v. VEREIT, Inc., et. al., Case No. 1:21-cv-05270 (D. Ct. S.D.N.Y., June 14, 2021) (the “Leach Complaint”); Jenkins v. VEREIT, Inc., et. al., Case No. 1:21-cv-05286 (D. Ct. S.D.N.Y., June 15, 2021) (the “Jenkins Complaint”); Tacka v. VEREIT, Inc., et. al., Case No. 1:21-cv-05357 (D. Ct. S.D.N.Y., June 17, 2021) (the “Tacka Complaint”); Congregation Zichron Moishe v. VEREIT, Inc., et. al., Case No. 1:21-cv-01729 (D. Ct. Colo., June 24, 2021) (the “Congregation Zichron Moishe Complaint”); Mishra v. VEREIT, Inc., et al., Case No. 1:21-cv-01758 (D. Colo. June 28, 2021) (the “Mishra Complaint”); Walker v. VEREIT, Inc., et. al., Case No. 1:21-cv-01791 (D. Ct. Colo. July 1, 2021) (the “Walker Complaint”); Ciccotelli v. VEREIT, Inc., et. al., Case No. 2:21-cv-02983 (D. Ct. E.D. Pa. July 2, 2021) (the “Ciccotelli Complaint”); Upton v. VEREIT, Inc., et. al., Case No. 1:21-cv-06129 (D. Ct. S.D.N.Y July 16, 2021) (the “Upton Complaint”); Matten v. VEREIT, Inc., et al., Case No. 1:21-cv-06212 (S.D.N.Y. July 21, 2021) (the “Matten Complaint”); and Halberstam v. VEREIT, Inc., et al., Case No. 1:21-cv-02000 (D. Colo. July 23, 2021 (the “Halberstam Complaint”)). Purported stockholders of Realty Income filed one lawsuit challenging the disclosures related to the merger (Boyko v. Realty Income Corp., et. al., Case No. 1:21-cv-01653 (D. Ct. Colo., June 16, 2021) (the “Boyko Complaint,” and collectively, the “Complaints”)). A stockholder of Realty Income also sent the Company a demand disclosure letter on June 30, 2021 (the “Demand Letter”).

The Stein, Leach, Tacka, Matten and Halberstam Complaints named VEREIT and the members of the VEREIT board of directors as defendants. The Congregation Zichron Moishe, Mishra, Walker and Upton Complaints named VEREIT, VEREIT OP, and the members of the VEREIT board of directors as defendants. The Bowles and Ciccotelli Complaints named VEREIT, the members of the VEREIT board of directors, VEREIT OP, Realty Income, Merger

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Sub 1 and Merger Sub 2 as defendants. The Jenkins Complaint named VEREIT, the members of the VEREIT board of directors, Realty Income, Merger Sub 1 and Merger Sub 2 as defendants. The Boyko Complaint named Realty Income and the members of the Realty Income board of directors as defendants. The Demand Letter was addressed to Realty Income and the members of the Realty Income board of directors.

The Complaints each alleged generally that the entities and individual defendants named in such Complaint violated Section 14(a) and Rule 14a-9 promulgated thereunder and that the individual defendants violated Section 20(a) of the Exchange Act by preparing and disseminating a registration statement that misstates or omits certain allegedly material information. The Demand Letter included similar allegations. Furthermore, the Jenkins Complaint also alleged that: (1) members of the VEREIT board of directors breached their fiduciary duties by entering into the transactions contemplated by the Merger Agreement through a flawed and unfair process and by failing to disclose all material information to VEREIT’s stockholders; and (2) VEREIT, Realty Income, Merger Sub 1 and Merger Sub 2 each aided and abetted such breach of fiduciary duty by the VEREIT board of directors.

Each Complaint sought, among other things, injunctive relief enjoining the consummation of the Merger, and, if the Merger was consummated, rescission or rescissory damages and an award of the plaintiff’s costs, including attorneys’ and experts’ fees. The defendants believed that all of the claims asserted in the Complaints were without merit. On July 30, 2021, VEREIT filed a Form 8-K containing supplemental disclosures regarding the merger and related transactions in response to allegations set forth in the Complaints and the Demand Letter. In light of these additional disclosures, between August 2, 2021 and October 27, 2021, plaintiffs’ counsel in all of the cases voluntarily dismissed their respective complaints.

Orion Divestiture

Following of the closing of our merger with VEREIT, we contributed 92 office real estate assets, a consolidated real estate venture holding one office asset, and an unconsolidated real estate venture holding five office assets to a wholly owned subsidiary named Orion Office REIT Inc., or Orion. On November 12, 2021, we distributed the outstanding shares of Orion common stock to our shareholders (including legacy VEREIT stockholders who received shares of our common stock in our merger with VEREIT) on a pro rata basis at a rate of one share of Orion common stock for every ten shares of Realty Income common stock held on November 12, 2021, the applicable record date, which we refer to as the Orion Divestiture. The fair market value of these shares for tax distribution was determined to be $20.6272 per share, which was calculated using the five day volume weighted average share price after issuance. For more detail, see note 12, Distributions Paid and Payable. Following the Orion Divestiture, Orion began operating as a separate, independent public company.

In conjunction with the Orion Divestiture, we incurred approximately $6.0 million of transaction costs during the year ended December 31, 2021, which were included in the $167.4 million of merger and integration-related costs within our consolidated statements of income and comprehensive income.

As part of the Orion Divestiture, Orion paid us a dividend of $425.0 million and reimbursed $170.2 million to us for the early redemption of mortgage loans underlying the contributed assets prior to the effectuation of the Orion Divestiture. The distribution of Orion resulted in the derecognition of net assets of $1.74 billion, which net of the aforementioned cash payments of $595.2 million, resulted in a reduction to additional paid in capital of $1.14 billion.

In connection with the divestiture, we entered into certain agreements with Orion to effect our legal and structural separation, including a transition services agreement (TSA) and reverse TSA to provide certain administrative and other services for a limited time, and tax matters. As of December 31, 2021, those agreements are still in effect.

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4.                           Supplemental Detail for Certain Components of Consolidated Balance Sheets (in thousands):

A.	Accounts Receivable, net, consist of the following at:	December 31, 2021		December 31, 2020
	Straight-line rent receivables, net	$	231,943	$	174,074
	Client receivables, net	194,825		111,627
		$	426,768	$	285,701

B.	Lease intangible assets, net, consist of the following at:	December 31, 2021		December 31, 2020
	In-place leases	$	4,791,846	$	1,840,704
	Accumulated amortization of in-place leases	(804,050)		(744,375)
	Above-market leases	1,591,382		866,567
	Accumulated amortization of above-market leases	(303,874)		(252,241)
		$	5,275,304	$	1,710,655

C.	Other assets, net, consist of the following at:	December 31, 2021		December 31, 2020
	Right of use asset - operating leases, net	$	631,515	$	112,049
	Financing receivables	323,921		131,291
	Right of use asset - financing leases	218,332		118,585
	Restricted escrow deposits	68,541		21,220
	Derivative assets and receivables – at fair value	29,593		10
	Non-refundable escrow deposits	28,560		1,000
	Prepaid expenses	18,062		11,795
	Corporate assets, net	10,915		8,598
	Investment in sales type leases	7,492		—
	Impounds related to mortgages payable	5,249		4,983
	Note receivable	4,455		—
	Credit facility origination costs, net	4,352		7,705
	Other items	18,592		2,881
		$	1,369,579	$	420,117

D.	Accounts payable and accrued expenses consist of the following at:	December 31, 2021		December 31, 2020
	Notes payable - interest payable	$	108,227	$	83,219
	Derivative liabilities and payables – at fair value	70,617		73,356
	Property taxes payable	36,173		23,413
	Accrued property expenses	27,344		5,401
	Accrued costs on properties under development	19,665		12,685
	Accrued income taxes	19,152		8,077
	Value-added tax payable	11,297		5,182
	Merger and integration-related costs	10,699		—
	Mortgages, term loans, and credit line - interest payable	3,874		1,044
	Other items	44,080		28,959
		$	351,128	$	241,336

E.	Lease intangible liabilities, net, consist of the following at:	December 31, 2021		December 31, 2020
	Below-market leases	$	1,460,701	$	460,895
	Accumulated amortization of below-market leases	(152,480)		(139,697)
		$	1,308,221	$	321,198

F.	Other liabilities consist of the following at:	December 31, 2021		December 31, 2020
	Lease liability - operating leases, net	$	461,748	$	114,559
	Rent received in advance and other deferred revenue	242,122		130,231
	Lease liability - financing leases	43,987		6,256
	Security deposits	11,340		5,817
		$	759,197	$	256,863

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5.                           Investments in Real Estate

We acquire land, buildings and improvements necessary for the successful operations of commercial clients.

A.           Acquisitions during 2021 and 2020

Below is a summary of our acquisitions for the year ended December 31, 2021 (information is unaudited and excludes properties assumed on November 1, 2021 in conjunction with our merger with VEREIT):

	Number of Properties	Leasable Square Feet	Investment ($ in thousands)		Weighted Average Lease Term (Years)	Initial Weighted Average Cash Lease Yield (1)
Year ended December 31, 2021 (2)
Acquisitions - U.S. (in 43 states)	714	14,727,335	$	3,608,573	14.1	5.5	%
Acquisitions - Europe (U.K. and Spain)	129	9,196,345	2,558,909		11.6	5.5	%
Total Acquisitions	843	23,923,680	$	6,167,482	13.1	5.5	%
Properties under Development (3)	68	2,681,676	243,278		15.7	6.0	%
Total (4)	911	26,605,356	$	6,410,760	13.2	5.5	%

(1)The initial weighted average cash lease yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property. Since it is possible that a client could default on the payment of contractual rent, we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above. Contractual net operating income used in the calculation of initial average cash yield includes approximately $8.5 million received as settlement credits for 41 properties as reimbursement of free rent periods for the year ended December 31, 2021.

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 lease yield is computed as follows: estimated cash net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs.

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

(3) Includes £7.0 million of investments in U.K. development properties, converted at the applicable exchange rate on the funding date.

(4) Our clients occupying the new properties are 83.6% retail and 16.4% industrial, based on rental revenue. Approximately 40% of the rental revenue generated from acquisitions during 2021 is from our investment grade rated clients, their subsidiaries or affiliated companies.

Acquired properties accounted for as asset acquisitions during the year ended December 31, 2021, which had no associated contingent consideration, were allocated as follows (in millions):

	Acquisitions - U.S.		Acquisitions - U.K.		Acquisitions - Spain
Year ended December 31, 2021	(USD)		(£ Sterling)		(€ Euro)
Land (1)	$	1,059.3	£	422.3	€	108.4
Buildings and improvements	1,795.8		904.3		168.8
Lease intangible assets (2)	579.8		249.0		37.8
Other assets (3)	503.7		40.4		21.9
Lease intangible liabilities (4)	(92.2)		(6.8)		—
Other liabilities (5)	(130.6)		(0.3)		(16.5)
	$	3,715.8	£	1,608.9	€	320.4

(1) U.K. land includes £5.5 million of right of use assets under long-term ground leases.

(2) The weighted average amortization period for acquired lease intangible assets is 12.8 years.

(3) U.S. other assets consists of $161.5 million of financing receivables with above-market terms, $76.7 million of right-of-use assets accounted for as finance leases, $5.8 million in investments in sales-type leases, and $259.7 million of right of use assets under ground leases accounted for as operating leases. U.K. other assets consists of £7.2 million of financing receivables with above-market terms, £33.2 million of right-of-use assets accounted for as finance leases, and £13,000 of right of use assets under ground leases accounted for as operating leases. Spain other assets consists entirely of financing receivables with above-market terms.

(4) The weighted average amortization period for acquired lease intangible liabilities is 15.9 years.

(5) U.S. other liabilities consists of $27.1 million of deferred rent on certain below-market leases, $67.4 million of lease liabilities under ground leases accounted for as operating leases, and $36.1 million for lease liabilities under financing leases. U.K. other liabilities consists of £288,000 of a GBP mortgage premium and £13,000 of lease liabilities under ground leases. Spain other liabilities consists entirely of deferred rent on certain below-market leases.

Acquired properties accounted for as asset acquisitions during 2021 generated total revenues of $136.6 million and net income of $25.8 million during the year ended December 31, 2021.

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Below is a summary of our acquisitions for the year ended December 31, 2020 (unaudited):

	Number of Properties	Leasable Square Feet	Investment ($ in thousands)		Weighted Average Lease Term (Years)	Initial Weighted Average Cash Lease Yield
Year Ended December 31, 2020 (1)
Acquisitions - U.S. (in 30 states)	202	5,476,009	$	1,302,220	14.9	5.8	%
Acquisitions - U.K. (2)	24	2,120,256	920,934		10.8	6.1	%
Total Acquisitions	226	7,596,265	$	2,223,154	13.2	5.9	%
Properties under Development - U.S.	18	1,601,095	84,127		15.3	5.6	%
Total (3)	244	9,197,360	$	2,307,281	13.2	5.9	%

(1)None of our investments during 2020 caused any one client to be 10% or more of our total assets at December 31, 2020.

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

(3)Our clients occupying the new properties are 86.6% retail and 13.4% industrial, based on rental revenue. Approximately 61% of the rental revenue generated from acquisitions during 2020 is from our investment grade rated clients, their subsidiaries or affiliated companies.

Acquired properties accounted for as asset acquisitions during the year ended December 31, 2020, which had no associated contingent consideration, were allocated as follows (in millions):

	Acquisitions - U.S.		Acquisitions - U.K.
Year Ended December 31, 2020	(USD)		(£ Sterling)
Land (1)	$	338.4	£	253.4
Buildings and improvements	760.0		259.1
Lease intangible assets (2)	206.6		145.3
Other assets (3)	52.6		50.6
Lease intangible liabilities (4)	(9.3)		(0.6)
Other liabilities (5)	(0.9)		—
	$	1,347.4	£	707.8

(1) U.K. land includes £88.8 million of right of use assets under long-term ground leases.

(2) The weighted average amortization period for acquired lease intangible assets is 15.8 years.

(3) U.S. other assets consists of $51.9 million of financing receivables with above-market terms and $689,000 of right of use assets under ground leases. U.K. other assets consists entirely of right of use assets under ground leases.

(4) The weighted average amortization period for acquired lease intangible liabilities is 16.7 years.

(5) U.S. other liabilities consists entirely of lease liabilities under ground leases.

Acquired properties accounted for as asset acquisitions during 2020 generated total revenues of $54.6 million and net income of $19.4 million during the year ended December 31, 2020.

B.           Investments in Existing Properties

During 2021, we capitalized costs of $21.9 million on existing properties in our portfolio, consisting of $6.3 million for re-leasing costs, $978,000 for recurring capital expenditures and $14.6 million for non-recurring building improvements. In comparison, during 2020, we capitalized costs of $7.0 million on existing properties in our portfolio, consisting of $1.8 million for re-leasing costs, $198,000 for recurring capital expenditures and $5.0 million for non-recurring building improvements.

C.          Properties with Existing Leases

Of the $6.41 billion we invested during 2021, which excludes the 3,895 properties assumed in conjunction with our merger with VEREIT on November 1, 2021, approximately $5.02 billion was used to acquire 557 properties with existing leases. In comparison, of the $2.31 billion we invested during 2020, approximately $1.86 billion was used to acquire 127 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 2021, 2020, and 2019 were $247.5 million, $134.6 million, and $112.0 million, respectively.

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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 on 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 2021, 2020, and 2019 were $54.6 million, $30.9 million, and $22.1 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 December 31, 2021 (in thousands):

	Net increase (decrease) to rental revenue		Increase to amortization expense
2022	$	(59,676)	$	611,012
2023	(57,819)		524,957
2024	(51,873)		465,087
2025	(46,018)		396,948
2026	(37,220)		353,006
Thereafter	273,319		1,636,786
Totals	$	20,713	$	3,987,796

D.          Gain on Sales of Real Estate

The following summarizes our property dispositions (dollars in millions). These amounts exclude properties disposed from the spin-off of office properties to Orion Office REIT Inc. in November 2021.

	Year Ended December 31,
	2021		2020		2019
Number of properties	154		126		93
Net sales proceeds	$	250.3	$	262.5	$	108.9
Gain on sales of real estate	$	55.8	$	76.2	$	30.0

These property sales do not represent a strategic shift that will have a major effect on our operations and financial results, and therefore do not require presentation as discontinued operations.

E.           Investment in Unconsolidated Entities

The following is a summary of our investments in unconsolidated entities as of December 31, 2021 (in thousands):

	Ownership % (1)	Number of Properties	Carrying Amount of Investment as of (2)		Equity in Income (2)
Investment	December 31, 2021		December 31, 2021		December 31, 2021
Industrial Partnerships	20%	7	$	140,967	$	1,106

(1) Our ownership interest reflects legal ownership interest. Legal ownership may, at times, not equal our economic interest in the listed properties because of various provisions in certain entity agreements regarding capital contributions, distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, our actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with legal ownership interests.

(2) Our unconsolidated entities are a result of our merger with VEREIT. The total carrying amount of the investments was greater than the underlying equity in net assets by $100.3 million as of December 31, 2021. The difference relates to a step-up in fair value of the investment net assets acquired in connection with the merger with VEREIT on November 1, 2021. The step up in fair value was allocated to the individual investment assets and liabilities and is being amortized over the estimated useful life of the respective underlying tangible real estate assets, the lease term of the intangible real estate assets, and the remaining term of the mortgages payable. Prior to November 1, 2021, we did not own any unconsolidated entities.

As a result of the merger with VEREIT, we assumed a preferred equity interest in the development of one distribution center for which we were entitled to receive a cumulative preferred return of 9% per year on the initial contribution of $22.8 million along with a share in the profit earned in the event of the sale of the property to a third party. Under the acquisition method of accounting, this preferred equity interest was adjusted to its fair value of $38.1 million at the time of the merger. During December 2021, the distribution center was sold to a third party and we received proceeds of $38.3 million and recorded a $0.2 million gain on disposition.

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The aggregate debt outstanding for unconsolidated entities was $431.8 million as of December 31, 2021, which is non-recourse to us. As our only equity method investment resulted from our merger with VEREIT on November 1, 2021, there was no debt relating to unconsolidated entities as of December 31, 2020.

Each of us and our unconsolidated entity partners are subject to the provisions of the applicable entity agreements, which include provisions for when additional contributions may be required to fund certain cash shortfalls.

6.                           Revolving Credit Facility and Commercial Paper Program

A.    Credit Facility

We have a $3.0 billion unsecured revolving credit facility with an initial term that expires in March 2023 and includes, at our option, two six-month extensions. The revolving credit facility allows us to borrow in up to 14 currencies, including U.S. dollars, and has a $1.0 billion expansion option, which is subject to obtaining lender commitments. Under our credit facility, our investment grade credit ratings as of December 31, 2021 provide for financing at LIBOR plus 0.775% with a facility commitment fee of 0.125%, for all-in pricing of 0.90% over LIBOR. The borrowing rate is subject to an interest rate floor and may change if our investment grade credit ratings change. We also have other interest rate options available to us under our revolving credit facility. Our revolving credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation.

LIBOR is in the process of being discontinued. While certain U.S. dollar LIBOR settings will continue to be published on the current basis until June 30, 2023, all other LIBOR settings either are no longer being published or are being published only for a limited time and only on a “synthetic” basis (i.e., not on the basis of submissions made by panel banks). The regulator of the administrator of LIBOR has prohibited any new use of LIBOR by firms subject to its supervision, and certain regulators in the United States have stated that no new contracts using U.S. dollar LIBOR should be entered into after 2021. Our revolving credit facility and term loan facility were amended in December 2021 to include provisions for establishing alternative reference rates when LIBOR is no longer available.

At December 31, 2021, credit facility origination costs of $4.4 million are included in other assets, net, as compared to $7.7 million at December 31, 2020, on our consolidated balance sheet. These costs are being amortized over the remaining term of our revolving credit facility.

At December 31, 2021, we had a borrowing capacity of $2.35 billion available on our revolving credit facility (subject to customary conditions to borrowing) and an outstanding balance of $650.0 million, as compared to no outstanding balance at December 31, 2020.

The weighted average interest rate on outstanding borrowings under our revolving credit facility was 0.9% during 2021 and 1.5% during 2020. At December 31, 2021, the weighted average interest rate on borrowings outstanding under our revolving credit facility was 0.9%. Our revolving credit facility is subject to various leverage and interest coverage ratio limitations, and at December 31, 2021, we were in compliance with the covenants on our revolving credit facility.

B.    Commercial Paper Program

We have a U.S. dollar-denominated unsecured commercial paper program. Under the terms of the program, we may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding of $1.0 billion. The commercial paper ranks on a parity in right of payment with all of our other unsecured senior indebtedness outstanding from time to time, including borrowings under our revolving credit facility, our term loan and our outstanding senior unsecured notes. Proceeds from commercial paper borrowings are used for general corporate purposes. At December 31, 2021, the balance of borrowings outstanding under our commercial paper program was $901.4 million as compared to no outstanding borrowings at December 31, 2020. The weighted average interest rate on borrowings under our commercial paper program was 0.2% for 2021 and 0.3% from inception of the plan in August 2020 through December 31, 2020. We use our $3.0 billion revolving credit facility as a liquidity backstop for the repayment of the notes issued under the commercial paper program. The commercial paper borrowings generally carry a term of less than six months. The commercial paper borrowings outstanding at December 31, 2021 mature between January 2022 and April 2022.

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7.       Term Loans

In October 2018, in conjunction with entering into our current revolving credit facility, we entered into a $250.0 million senior unsecured term loan, which matures in March 2024. Borrowing under this term loan bears interest at the current one-month LIBOR, plus 0.85%. In conjunction with this term loan, we also entered into an interest rate swap, which effectively fixes our per annum interest on this term loan at 3.89%.

At December 31, 2021, deferred financing costs of $443,000 are included net of the term loan principal balance, as compared to $642,000 at December 31, 2020, on our consolidated balance sheet. These costs are being amortized over the remaining term of the term loan.

8.       Mortgages Payable

During 2021, we made $66.6 million in principal payments, including the repayment of seven mortgages in full for $63.0 million. During 2020, we made $108.8 million in principal payments, including the repayment of nine mortgages in full for $103.4 million. During 2021, we assumed 11 mortgages totaling $881.1 million in principal, including ten mortgages from our merger with VEREIT totaling $839.1 million and a Sterling-denominated mortgage on one property totaling £31.0 million. No mortgages were assumed during 2020. Assumed mortgages are secured by the properties on which the debt was placed and are considered non-recourse debt with limited customary exceptions which vary from loan to loan.

In September 2021, we completed the early redemption on $12.5 million in principal of a mortgage due June 2032, plus accrued and unpaid interest. As a result of the early redemption, we recognized a loss of $4.0 million on extinguishment of debt for 2021.

In October 2021, we completed the early redemption on $9.6 million in principal of a mortgage due June 2022, plus accrued and unpaid interest. As a result of the early redemption, we recognized a loss of $315,000 on extinguishment of debt for 2021.

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 December 31, 2021, we were in compliance with these covenants.

The balance of our deferred financing costs, which are classified as part of mortgages payable, net, on our consolidated balance sheets, at December 31, 2021 and 2020 was $790,000 and $973,000, respectively. These costs are being amortized over the remaining term of each mortgage.

The following summarizes our mortgages payable as of December 31, 2021 and 2020, respectively (dollars in thousands):

As Of	Number of Properties(1)	Weighted Average Stated Interest Rate(2)		Weighted Average Effective Interest Rate(3)		Weighted Average Remaining Years Until Maturity	Remaining Principal Balance		Unamortized Premium and Deferred Finance Costs Balance, net		Mortgage Payable Balance
12/31/2021	267	4.8	%	3.5	%	1.8	$	1,114,129	$	27,866	$	1,141,995
12/31/2020	68	4.9	%	4.6	%	2.9	$	299,631	$	729	$	300,360

(1) At December 31, 2021, there were 22 mortgages on 267 properties. At December 31, 2020, there were 18 mortgages on 68 properties. With the exception of one Sterling-denominated mortgage which is paid quarterly, the mortgages require monthly payments with principal payments due at maturity. At December 31, 2021 and December 31, 2020, all mortgages were at fixed interest rates.

(2) Stated interest rates ranged from 3.0% to 6.9% and 3.8% to 6.9% at each of December 31, 2021 and 2020, respectively.

(3) Effective interest rates ranged from 2.6% to 6.0% and 4.0% to 5.5% at each of December 31, 2021 and 2020, respectively.

The following table summarizes the maturity of mortgages payable, excluding net premiums of $28.7 million and deferred financing costs of $790,000, as of December 31, 2021 (in millions):

Year of Maturity	Principal
2022	$	271.1
2023	62.1
2024	733.0
2025	42.0
2026	1.2
Thereafter	4.7
Totals	$	1,114.1

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9.       Notes Payable

A. General

Our senior unsecured notes and bonds consist of the following, sorted by maturity date (in millions):

	Principal Amount (Currency Denomination)		Carrying Value (USD) as of
			December 31, 2021		December 31, 2020
3.250% notes, $450 issued in October 2012 and $500 issued in December 2017, both due in October 2022 (1)	$	950	$	—	$	950
4.650% notes, issued in July 2013 and due in August 2023 (2)	$	750	—		750
4.600% notes, $500 issued February 2014, of which $485 was exchanged in November 2021, both due in February 2024 (3)	$	500	500		—
3.875% notes, issued in June 2014 and due in July 2024	$	350	350		350
3.875% notes, issued in April 2018 and due in April 2025	$	500	500		500
4.625% notes, $550 issued October 2018, of which $544 was exchanged in November 2021, both due in November 2025 (3)	$	550	550		—
0.750% notes, issued December 2020 and due in March 2026	$	325	325		325
4.875% notes, $600 issued June 2016, of which $596 was exchanged in November 2021, both due in June 2026 (3)	$	600	600		—
4.125% notes, $250 issued in September 2014 and $400 issued in March 2017, both due in October 2026	$	650	650		650
3.000% notes, issued in October 2016 and due in January 2027	$	600	600		600
1.125% notes, issued in July 2021 and due in July 2027	£	400	541		—
3.950% notes, $600 issued August 2017, of which $594 was exchanged in November 2021, both due in August 2027 (3)	$	600	600		—
3.650% notes, issued in December 2017 and due in January 2028	$	550	550		550
3.400% notes, $600 issued June 2020, of which $598 was exchanged in November 2021, both due in January 2028 (3)	$	600	600		—
2.200% notes, $500 issued November 2020, of which $497 was exchanged in November 2021, both due in June 2028 (3)	$	500	500		—
3.250% notes, issued in June 2019 and due in June 2029	$	500	500		500
3.100% notes, $600 issued December 2019, of which $596 was exchanged in November 2021, both due in December 2029 (3) (4)	$	599	599		—
1.625% notes, issued in October 2020 and due December 2030	£	400	541		547
3.250% notes, $600 issued in May 2020 and $350 issued in July 2020, both due in January 2031	$	950	950		950
2.850% notes, $700 issued November 2020, of which $699 was exchanged in November 2021, both due in December 2032 (3)	$	700	700		—
1.800% notes, issued in December 2020 and due in March 2033	$	400	400		400
1.750% notes, issued in July 2021 and due in July 2033	£	350	474		—
2.730% notes, issued in May 2019 and due in May 2034	£	315	427		431
5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035	$	250	250		250
4.650% notes, $300 issued in March 2017 and $250 issued in December 2017, both due in March 2047	$	550	550		550
Total principal amount			$	12,257	$	8,303
Unamortized net premiums and deferred financing costs			243		(35)
			$	12,500	$	8,268

(1)In January 2021, we completed the early redemption of all $950.0 million in principal amount.

(2) In December 2021, we completed the early redemption of all $750.0 million in principal amount.

(3) In connection with our merger with VEREIT, we completed our debt exchange offer to exchange certain outstanding notes issued by VEREIT on November 9, 2021 for new notes issued by Realty Income. Please refer to Exchange Offers Associated with our Merger with VEREIT below for more details. Prior to the completion of our merger with VEREIT on November 1, 2021, these notes were not the obligation of Realty Income.

(4) These notes were originally issued by VEREIT in December of 2019 for the principal amount of $600 million. The amount of Realty Income debt issued through the Exchange Offers was $599 million, resulting from cancellations due to late tenders that forfeited the early participation premium of $30 per $1,000 principal amount and cash paid in lieu of fractional shares.

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In January 2022, we issued £250.0 million of 1.875% senior unsecured notes due January 2027 and £250.0 million of 2.500% senior unsecured notes due January 2042. See note 19, Subsequent Events.

The following table summarizes the maturity of our notes and bonds payable as of December 31, 2021, excluding unamortized net premiums of $295.5 million and deferred financing costs of $53.1 million (in millions):

Year of Maturity	Principal
2024	$	850
2025	1,050
2026	1,575
Thereafter	8,782
Totals	$	12,257

As of December 31, 2021, the weighted average interest rate on our notes and bonds payable was 3.3% and the weighted average remaining years until maturity was 7.7 years.

Interest incurred on all of the notes and bonds was $286.4 million for 2021, $252.0 million for 2020 and $233.5 million for 2019. The interest rate on each of these notes and bonds is fixed.

Our outstanding notes and bonds are unsecured; accordingly, we have not pledged any assets as collateral for these or any other obligations. Additionally, with the exception of our £400.0 million of 1.625% senior unsecured notes issued in October 2020, our £400.0 million of 1.125% senior unsecured notes issued in July 2021, £350.0 million of 1.750% senior unsecured notes also issued in July 2021, our £250.0 million of 1.875% senior unsecured notes issued in January 2022, and £250.0 million of 2.500% senior unsecured notes also issued in January 2022, in each case where interest is paid annually, interest on our remaining senior unsecured note and bond obligations is paid semiannually.

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 December 31, 2021, we were in compliance with these covenants.

B. Note Repayments

We have redeemed the following principal amounts (in millions) of certain outstanding notes, prior to their maturity. As a result of these early redemptions, we have recognized the following losses on extinguishment of debt (in millions) recognized in our consolidated statements of income and comprehensive income:

			Loss on Extinguishment of Debt
2021 Repayments	Principal Amount (1)		Amount of Loss		Period Recognized
4.650% notes due August 2023 redeemed in December 2021	$	750.0	$	46.4	December 31, 2021
3.250% notes due October 2022 redeemed in January 2021	$	950.0	$	46.5	March 31, 2021
2020 Repayments
5.750% notes due January 2021 redeemed in January 2020	$	250.0	$	9.8	March 31, 2020

(1) The redeemed principal amounts presented exclude the amounts we paid in accrued and unpaid interest..

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C. Note Issuances

During the three year period ended December 31, 2021 we issued the following notes and bonds (in millions):

2021 Issuances	Date of Issuance	Maturity Date	Principal amount used		Price of par value		Effective yield to maturity
1.125% notes	July 2021	July 2027	£	400	99.31	%	1.24	%
1.750% notes	July 2021	July 2033	£	350	99.84	%	1.76	%
4.600% notes (1)	November 2021	February 2024	$	485	100.00	%	4.60	%
4.625% notes (1)	November 2021	November 2025	$	544	100.00	%	4.63	%
4.875% notes (1)	November 2021	June 2026	$	596	100.00	%	4.88	%
3.950% notes (1)	November 2021	August 2027	$	594	100.00	%	3.95	%
3.400% notes (1)	November 2021	January 2028	$	598	100.00	%	3.40	%
2.200% notes (1)	November 2021	June 2028	$	497	100.00	%	2.20	%
3.100% notes (1)	November 2021	December 2029	$	596	100.00	%	3.10	%
2.850% notes (1)	November 2021	December 2032	$	699	100.00	%	2.85	%

2020 Issuances	Date of Issuance	Maturity Date	Principal amount used		Price of par value		Effective yield to maturity
3.250% notes (2)	May 2020	January 2031	$	600	98.99	%	3.36	%
3.250% notes (2)	July 2020	January 2031	$	350	108.24	%	2.34	%
1.625% notes	October 2020	December 2030	£	400	99.19	%	1.71	%
0.750% notes	December 2020	March 2026	$	325	99.19	%	0.91	%
1.800% notes	December 2020	March 2033	$	400	98.47	%	1.94	%

2019 Issuances	Date of Issuance	Maturity Date	Principal amount used		Price of par value		Effective yield to maturity
2.730% notes	May 2019	May 2034	£	315	100.00	%	2.73	%
3.250% notes	June 2019	June 2029	$	500	99.36	%	3.33	%

(1) In connection with our merger with VEREIT, we completed our debt exchange offer to exchange all outstanding notes issued by VEREIT OP on November 9, 2021 for new notes issued by Realty Income, pursuant to which approximately 99.2% of the outstanding notes issued by VEREIT OP were exchanged. We issued $1,000 principal amount of Realty Notes for each validly tendered VEREIT Notes with $1,000 principal amount. For this reason, we denote our “Price of par value” as 100%. Prior to the completion of our merger with VEREIT on November 1, 2021, these notes were not the obligation of Realty Income. With respect to the notes originally issued by VEREIT OP that remained outstanding, we amended the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture. Additional details regarding the exchange offers are provided in the Exchange Offers Associated with our Merger with VEREIT section below.

(2) In July 2020, we issued $350.0 million of 3.250% senior unsecured notes due January 2031 (the "2031 Notes"), which constituted a further issuance of, and formed a single series with, the $600.0 million of 2031 Notes issued in May 2020.

We intend to allocate an equal amount of the net proceeds from the July 2021 Sterling-denominated offering of 1.125% notes due 2027 of £400.0 million, which approximated $546.3 million, and the July 2021 Sterling-denominated offering of 1.750% notes due 2033 of £350.0 million, which approximated $480.6 million, as converted at the applicable exchange rate on the closing of the offerings, to finance or refinance, in whole or in part, new or existing eligible green projects in the categories outlined in our Green Financing Framework, which is designed to align with the International Capital Markets Association ("ICMA") Green Bond Principles 2021. Pending the allocation of an amount equal to the net proceeds from the offering of the notes to eligible green projects, we may temporarily use all or a portion of the net proceeds to repay any outstanding indebtedness or for liability management activities, or invest such net proceeds in accordance with our cash investment policy.

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

The net proceeds from the October 2020 Sterling-denominated offering of £400.0 million approximated $508.2 million, as converted at the applicable exchange rate on the closing of the offering, and were used to repay GBP-denominated borrowings outstanding under our $3.0 billion revolving credit facility, to settle an outstanding

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GBP/USD currency exchange swap arrangement and, to the extent not used for those purposes, to fund investment opportunities and for other general corporate purposes.

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

The gross proceeds from the May 2019 Sterling-denominated private placement of £315.0 million approximated $400.9 million, as converted at the applicable exchange rate on the closing of the offering, and were used to fund our initial investment in U.K. properties.

The net proceeds of $493.5 million from the June 2019 note offering were used to repay borrowings outstanding under our credit facility, to fund investment opportunities, and for other general corporate purposes.

D. Exchange Offers Associated with our Merger with VEREIT

As part of our merger with VEREIT, Realty Income exchanged the following notes issued by VEREIT OP with notes of identical terms issued by Realty Income (in millions):

Series of VEREIT Notes	Tenders and Consents Received as of the Expiration Date (1)	Percentage of Total Outstanding Principal Amount of Such Series of VEREIT Notes
4.600% Notes due 2024	$485	97.06%
4.625% Notes due 2025	$544	98.95%
4.875% Notes due 2026	$596	99.29%
3.950% Notes due 2027	$594	99.02%
3.400% Notes due January 2028	$598	99.66%
2.200% Notes due June 2028	$497	99.42%
3.100% Notes due 2029	$597	99.48%
2.850% Notes due 2032	$700	99.93%

(1) The amount of VEREIT notes exchanged are higher than the amount that Realty Income issued as a result of cancellations due to late tenders that forfeited the early participation premium of $30 per $1,000 principal amount and cash paid in lieu of fractional shares.

To induce holders of the VEREIT OP notes to participate in the exchange, Realty Income offered noteholders electing to exchange their notes a cash payment equal to 10 basis points of the note principal amount held. Across the various note classes, Realty Income had a success rate of approximately 99.2% on the exchange, resulting in a cash payment of $4.6 million to participating noteholders. The exchange was accounted for as a modification of the existing VEREIT OP notes assumed in our merger with VEREIT. The interest rate, interest payment dates, redemption terms and maturity of each series of Realty Income notes issued by Realty Income in the exchange offers were the same as those of the corresponding series of VEREIT notes exchanged. With respect to the notes originally issued by VEREIT OP that remained outstanding, we amended the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture.

10.       Issuances of Common Stock

A.   Issuance of Common Stock in Connection with VEREIT Acquisition

On November 1, 2021, we completed our acquisition of VEREIT. As a result of the merger, former VEREIT common stockholders, VEREIT OP common unitholders and awardees of vested share awards separated from Realty Income and received approximately 162 million shares of Realty Income common stock, based on the shares of VEREIT common stock and common units of VEREIT OP outstanding as of October 29, 2021. For further details, please refer to note 3, Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture.

B.   Issuances of Common Stock in Overnight Underwritten Public Offerings

In July 2021, we issued 9,200,000 shares of common stock, including 1,200,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares. After deducting underwriting discounts of $2.9 million, the net proceeds of $594.1 million were primarily used to repay borrowings under our $1.0 billion commercial paper program, to fund potential investment opportunities and for other general corporate purposes.

In January 2021, we issued 12,075,000 shares of common stock, including 1,575,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares. After deducting underwriting discounts

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

In March 2020, we issued 9,690,500 shares of common stock, including 690,500 shares purchased by the underwriters upon the exercise of their option to purchase additional shares. The net proceeds of $728.9 million were used to repay borrowings under our credit facility, to fund investment opportunities, and for other general corporate purposes.

In May 2019, we issued 12,650,000 shares of common stock. The net proceeds of $845.4 million were used to repay borrowings under our credit facility, to fund investment opportunities, and for other general corporate purposes.

C.           At-the-Market (ATM) Program

Under our "at-the-market" equity distribution plan, or our ATM program, up to 69,088,433 shares of common stock may be offered and sold (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the New York Stock Exchange ("NYSE": O) at prevailing market prices or at negotiated prices. At December 31, 2021, we had 29,387,491 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.

The following table outlines common stock issuances pursuant to our ATM program (dollars in millions):

	Year Ended December 31,
	2021		2020		2019
Shares of common stock issued under the ATM program	46,290,540		17,724,374		17,051,456
Gross proceeds	$	3,207.9	$	1,094.9	$	1,274.5

D.           Dividend Reinvestment and Stock Purchase Plan

Our Dividend Reinvestment and Stock Purchase Plan ("DRSPP") provides our common stockholders, as well as new investors, with a convenient and economical method of purchasing our common stock and reinvesting their distributions. Our DRSPP 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 26,000,000 common shares to be issued. At December 31, 2021, we had 11,335,379 shares remaining for future issuance under our DRSPP program.

The following table outlines common stock issuances pursuant to our DRSPP program (dollars in millions):

	Year Ended December 31,
	2021		2020		2019
Shares of common stock issued under the DRSPP program	168,000		149,289		117,522
Gross proceeds	$	11.2	$	9.1	$	8.4

Our DRSPP includes a waiver approval process, allowing larger investors or institutions, per a formal approval process, to purchase shares at a small discount, if approved by us. We did not issue shares under the waiver approval process during 2021, 2020 or 2019.

11.     Noncontrolling Interests

There are four entities with noncontrolling interests that we consolidate, including an operating partnership, Realty Income, L.P., two development joint ventures, one acquired in May 2021, one acquired in December 2020, and a joint venture acquired in 2019. From time to time, we complete the acquisitions of assets in by issuing additional common partnership units in Realty Income, L.P. as consideration for the acquisitions. In November 2021, we issued 300,604 common partnership units in Realty Income, L.P. in connection with the acquisition of seven properties and recorded $20.4 million of non-controlling interests. In December 2021, we issued 240,586 common partnership units in Realty Income, L.P. in connection with the acquisition of one property and recorded $16.6 million of non-controlling interests. In addition, during November 2021 we issued 56,400 of common partnership units in Realty Income, L.P. in exchange for VEREIT OP units in connection with our merger with VEREIT and recorded noncontrolling interests of $1.8 million. At December 31, 2021, outstanding common partnership units in Realty

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Income, L.P. represent 4.2% ownership interest in Realty Income L.P. We hold the remaining 95.8% interest and consolidate the entity.

None of our common partnership units have voting rights. Common partnership units are entitled to monthly distributions equal to the amount paid to common stockholders of Realty Income, and are redeemable in cash or Realty Income common stock, at our option, and at a conversion ratio of 1.02934 due to the Orion Divestiture, subject to certain exceptions. Prior to the Orion Divestiture, the conversion ratio was one to one.  These issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the balance sheet was appropriate. We determined that the units meet the requirements to qualify for presentation as permanent equity.

In May 2021 and December 2020, we completed the respective acquisition of a development property by acquiring a controlling interest in a joint venture. We are the managing member of these two joint ventures, and possess the ability to control the business and manage the affairs of these entities. At December 31, 2021, we and our subsidiaries held an 72.4% interest in the joint venture established in May 2021 and an 94.5% interest in the joint venture established in December 2020.

In December 2019, we completed the acquisition of nine properties by acquiring a controlling interest in a joint venture. We are the managing member of this joint venture, and possess the ability to control the business and manage the affairs of this entity. At December 31, 2021, we and our subsidiaries held an 89.9% interest, and consolidated this entity in our consolidated financial statements.

The following table represents the change in the carrying value of all noncontrolling interests through December 31, 2021 (in thousands):

	Realty Income, L.P. units (1)		Other Noncontrolling Interests		Total
Carrying value at December 31, 2019	$	24,596	$	5,106	$	29,702
Reallocation of equity	(47)		—		(47)
Additions to noncontrolling interest	—		3,168		3,168
Distributions	(1,297)		(299)		(1,596)
Allocation of net income	848		172		1,020
Carrying value at December 31, 2020	$	24,100	$	8,147	$	32,247
Contributions	36,975		6,415		43,390
Issued in merger	3,160		—		3,160
Orion divestiture	(1,352)		—		(1,352)
Reallocation of equity	(42)		—		(42)
Distributions	(1,574)		(294)		(1,868)
Allocation of net income	1,149		142		1,291
Carrying value at December 31, 2021	$	62,416	$	14,410	$	76,826

(1)  242,007 units were issued on March 30, 2018, 131,790 units were issued on April 30, 2018, 89,322 units were issued on March 28, 2019, 56,400 units were issued on November 1, 2021, 300,604 units were issued on November 30, 2021, and 240,586 units were issued on December 30, 2021. 1,060,709 units remained outstanding as of December 31, 2021.

At December 31, 2021 and 2020, respectively, Realty Income, L.P. and certain of our joint venture investments were considered variable interest entities, or VIEs, in which we were deemed the primary beneficiary based on our controlling financial interests. Below is a summary of selected financial data of consolidated VIEs included in the consolidated balance sheets at December 31, 2021 and 2020 (in thousands):

	December 31, 2021		December 31, 2020
Net real estate	$	688,229	$	635,963
Total assets	$	795,670	$	723,668
Total liabilities	$	57,057	$	47,962

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12.     Distributions Paid and Payable

We pay monthly distributions to our common stockholders. The following is a summary of monthly distributions paid per common share for 2021, 2020 and 2019:

Month	2021		2020		2019
January	$	0.2345	$	0.2275	$	0.2210
February	0.2345		0.2325		0.2255
March	0.2345		0.2325		0.2255
April	0.2350		0.2330		0.2260
May	0.2350		0.2330		0.2260
June	0.2350		0.2330		0.2260
July	0.2355		0.2335		0.2265
August	0.2355		0.2335		0.2265
September	0.2355		0.2335		0.2265
October	0.2360		0.2340		0.2270
November	0.2360		0.2340		0.2270
December	0.2460		0.2340		0.2270
Total	$	2.8330	$	2.7940	$	2.7105

The following presents the federal income tax characterization of distributions paid or deemed to be paid per common share for the years:

	2021		2020		2019
Ordinary income	$	1.5146899	$	2.2798764	$	2.1206964
Nontaxable distributions	3.2925615		0.4902835		0.5898036
Total capital gain distribution (1)	0.0854609		0.0238401		—
Totals (2)	$	4.8927123	$	2.7940000	$	2.7105000

(1)  Unrecaptured Section 1250 Gain of $0.0649153, or 1.327% of the total common dividends paid in 2021, and Section 897 Gain of $0.0854609, or 1.747% of the total common dividends paid in 2021, both represent additional characterization of, and are part of, total capital gain distribution.

(2)  The amount distributed in 2021 includes the $2.060 tax distribution of Orion shares, that occurred in conjunction with the Orion Divestiture on November 12, 2021, after our merger with VEREIT on November 1, 2021. The fair market value of these shares for tax distribution was determined to be $20.6272 per share, which was calculated using the five day volume weighted average share price after issuance.

At December 31, 2021, a distribution of $0.2465 per common share was payable and was paid in January 2022. At December 31, 2020, a distribution of $0.2345 per common share was payable and was paid in January 2021.

13.     Lessor Operating Leases

At December 31, 2021, we owned 11,136 properties in all 50 U.S. states, Puerto Rico, the U.K. and Spain. Of the 11,136 properties, 11,043, or 99.2%, are single-client properties, and the remaining are multi-client properties. At December 31, 2021, 164 properties were available for lease or sale.

Substantially all of our leases are net leases where our client pays or reimburses us for property taxes and assessments, maintains the interior and exterior of the building and leased premises, and carries insurance coverage for public liability, property damage, fire and extended coverage.

Rental revenue based on a percentage of our client's gross sales, or percentage rents, was $6.5 million for 2021, $5.1 million in 2020, and $8.0 million for 2019.

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At December 31, 2021, minimum future annual rental revenue to be received on the operating leases for the next five years and thereafter are as follows (in thousands):

	Future Minimum Operating Lease Payments		Future Minimum Direct Financing Lease Payments (1)
2022	$	2,900,002	$	1,925
2023	2,824,724		1,565
2024	2,683,176		510
2025	2,533,231		169
2026	2,362,933		171
Thereafter	14,918,244		484
Totals	$	28,222,310	$	4,824

(1)  Related to 18 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties.

No individual client's rental revenue, including percentage rents, represented more than 10% of our total revenue for each of the years ended December 31, 2021, 2020 or 2019.

14.     Financial Instruments and 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.

•Level 1 – Unadjusted quoted prices in active markets

Financial instruments are classified as Level 1 if their value is observable in an active market. Such instruments are valued by reference to unadjusted quoted prices for identical assets or liabilities in active markets where the quoted price is readily available, and the price represents actual and regularly occurring market transactions. An active market is one in which transactions occur with sufficient volume and frequency to provide pricing information on an ongoing basis.

•Level 2 – Valuation Technique Using Observable Inputs

Financial instruments classified as Level 2 are valued using quoted prices for identical instruments in markets that are not considered to be active, or quoted prices for similar assets or liabilities in active markets, or valuation techniques in which all significant inputs are observable, or can be corroborated by observable market data for substantially the entire contractual term of the financial asset or liability.

•Level 3 – Valuation Technique Using Significant Unobservable Inputs

Financial instruments are classified as Level 3 if their valuation incorporates significant inputs that are not based on observable market data (unobservable inputs). Such inputs are generally determined based on observable inputs of a similar nature, historical observations on the level of the inputs, or other analytical techniques.

We evaluate our hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from period to period. Changes in the type of inputs may result in a reclassification for certain assets. We have not historically had changes in classifications and do not expect that changes in classifications between levels will be frequent.

Financial Instruments Not Measured at Fair Value on the Consolidated Balance Sheets

The fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow deposits, loans receivable, accounts payable, distributions payable, line of credit 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 fair value of our financial instruments not carried at fair value are disclosed as follows (in millions):

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At December 31, 2021	Carrying value		Estimated fair value
Mortgages payable assumed in connection with acquisitions (1)	$	1,114.1	$	1,154.7
Notes and bonds payable (2)	$	12,257.3	$	13,114.5
At December 31, 2020	Carrying value		Estimated fair value
Mortgages payable assumed in connection with acquisitions (1)	$	299.6	$	309.4
Notes and bonds payable (2)	$	8,302.4	$	9,324.0

(1) Excludes non-cash net premiums recorded on the mortgages payable. The unamortized balance of these net premiums is $28.7 million at December 31, 2021, and $1.7 million at December 31, 2020. Also excludes deferred financing costs of $790,000 at December 31, 2021, and $973,000 at December 31, 2020.

(2) Excludes non-cash premiums and discounts recorded on notes payable. The unamortized balance of the net premiums was $295.5 million at December 31, 2021, and $14.6 million at December 31, 2020. Also excludes deferred financing costs of $53.1 million at December 31, 2021 and $49.2 million at December 31, 2020.

The estimated fair values of our mortgages payable assumed in connection with acquisitions and private senior notes payable have been calculated by discounting the future cash flows using an interest rate based upon the relevant 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 our mortgages payable is categorized as level three on the three-level valuation hierarchy.

The estimated fair values of our publicly-traded senior notes and bonds payable are based upon indicative market prices and recent trading activity of our senior notes and bonds payable, including the senior notes and bonds payable assumed in the debt exchange offer on November 9, 2021 in connection with our merger with VEREIT. 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 our notes and bonds payable is categorized as level two on the three-level valuation hierarchy.

Financial Instruments Measured at Fair Value on a Recurring Basis

For derivative assets and liabilities, we utilize interest rate swaps and forward-starting swaps to manage interest rate risk, and cross-currency swaps, currency exchange swaps, foreign currency forwards and foreign currency collars 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 two on the three-level valuation 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 December 31, 2021 and 2020, 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 two.

Items Measured at Fair Value on a Non-Recurring Basis

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.

During 2020, we identified the impact of the COVID-19 pandemic as an impairment triggering event for properties occupied by certain clients experiencing difficulties meeting their lease obligations to us. After considering the impacts of the COVID-19 pandemic on the key assumptions noted above, we determined that the carrying values of 38 properties classified as held for investment for the year ended December 31, 2020 were not recoverable. As a result, we recorded provisions for impairment of $105.0 million for the year ended December 31, 2020 on the applicable properties impacted by the COVID-19 pandemic. Of the provisions for impairment recorded during 2020

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for properties impacted by the COVID-19 pandemic, a total of 13 assets occupied by certain of our clients in the theater industry were impaired for $83.8 million, which reduced the carrying value of the properties from $123.4 million to their estimated fair value of $39.6 million. Impairments recorded on other properties during the year ended December 31, 2020 totaled $42.2 million.

The following table summarizes our provisions for impairment during the periods indicated below (dollars in millions):

	Year Ended December 31,
	2021		2020		2019
Total provisions for impairment	$	39.0	$	147.2	$	40.2
Number of properties:
Classified as held for sale	16		1		—
Classified as held for investment	11		34		3
Sold	76		64		48

Derivative Designated as Hedging Instruments

In order to hedge the foreign currency risk associated with interest payments on intercompany loans denominated in British Pound Sterling, or GBP, during the second quarter of 2021, we initiated a hedging strategy to enter into foreign currency forward contracts to sell GBP and buy U.S. Dollars, or USD. These foreign currency forwards are designated as cash flow hedges. Forward points on the forward contracts are included in the assessment of hedge effectiveness. Amounts reported in other comprehensive income (loss) related to foreign currency derivative contracts will be reclassified to other gains and (losses) in the same period during which the hedged forecasted transactions affect earnings.

As of December 31, 2021, we had one interest rate swap in place on our $250.0 million unsecured term loan. Our objective in using derivatives is to add stability to interest expense and to manage our exposure to interest rate movements. We designated this interest rate swap as a cash flow hedge in accordance with Topic 815, Derivatives and Hedging. This interest rate swap is recorded on the consolidated balances sheets at fair value. Changes to fair value are recorded to accumulated other comprehensive income, or AOCI, and are amortized through interest expense over the term of the associated debt.

In February 2020, we entered into five forward starting treasury rate locks with notional amounts totaling $500.0 million. The treasury rate locks were entered into to hedge our exposure to the changes in the 10-year US treasury rates in anticipation of potential future debt offerings during the first half of 2020. The treasury rate locks were designated as cash flow hedges, with any changes in fair value recorded in AOCI. Upon the initial issuance of the 2031 Notes in May 2020, we amortized the AOCI balance over the term of the 2031 Notes. In June 2020, all five treasury rate locks were terminated and we entered into six forward starting interest rate swaps with notional amounts totaling $500.0 million in a cashless settlement of the terminated treasury rate locks. The forward starting swaps were entered into to hedge our exposure to the changes in the 3-month USD-LIBOR swap rate in anticipation of potential future debt offerings through a current estimated range ending in 2023. The forward starting swaps are designated as cash flow hedges, with any changes in fair value recorded in AOCI. Upon issuance of the 2031 Notes during July 2020, the AOCI balance associated with four of the forward starting swaps with a notional amount of $350.0 million we amortized over the term of the notes. However, we elected not to terminate the four forward starting interest rate swaps, and redesignated the swaps in a new hedging relationship for a future debt issuance to hedge our exposure to the changes in the 10-year US treasury rates in anticipation of potential future debt offerings between May 2020 and December 2023. Upon the December 2020 issuance of $325.0 million of 0.750% notes due March 2026 and $400.0 million of 1.800% notes due March 2033, the AOCI balance associated with six of the forward starting swaps with a notional amount of $500.0 million began amortizing over the term. The AOCI balance being amortized represents the change in fair value on four swaps with a notional amount of $350.0 million from the July issuance of the 2031 notes through the December note issuances and the change in fair value from the two remaining forward starting swaps with a notional amount of $150.0 million from their June 2020 inception through the December note issuances. The notional amounts of the six swaps were first applied to the $400.0 million of 1.800% notes due March 2033, with the remaining $100.0 million of notional applied to the $325.0 million of 0.750% notes due March 2026. However, we elected not to terminate any of the six forward starting interest rate swaps, and redesignated the swaps in a new hedging relationship to hedge our exposure to the changes in the 10-year US treasury rates in anticipation of potential future debt offerings between December 2020 and December 2023.

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Due to the size of the initial net investment resulting from the termination value of the treasury rate locks being rolled into them, two of the six forward starting swaps were determined to be hybrid debt instruments containing embedded at-market swap derivative instruments. As a result, we have bifurcated the derivative instrument and the debt instrument for those two forward starting interest rate swaps for accounting purposes. The remaining four forward starting interest rates swaps are accounted for as derivative instruments.

The following table summarizes the amount of unrealized gain (loss) on derivatives in other comprehensive income (loss) during the periods indicated below (in thousands):

	Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2021		2020		2019
Currency swaps	$	8,232	$	(2,169)	$	(971)
Interest rate swaps	34,659		(32,757)		(8,219)
Foreign currency forwards	7,557		—		—
Total unrealized gain (loss) on derivatives	$	50,448	$	(34,926)	$	(9,190)

The following table summarizes the amount of gain (loss) on derivatives reclassified from accumulated other comprehensive income (loss) during the periods indicated below (in thousands):

		Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships	Location of Gain (Loss) Recognized in Income	2021		2020		2019
Currency swaps	Foreign currency and derivative gain (loss), net	$	3,541	$	(3,617)	$	(5,472)
Interest rate swaps	Interest expense	(10,343)		(11,434)		(3,436)
Net decrease to net income		$	(6,802)	$	(15,051)	$	(8,908)

We expect to reclassify $9.4 million from AOCI as an increase to interest expense relating to interest rate swaps and $3.3 million from AOCI to foreign currency gain relating to cross-currency swaps within the next twelve months.

Derivatives Not Designated as Hedging Instruments

Based on our potential exposure to changes in foreign currency exchange rate, primarily in British Pound Sterling and, to a lesser extent, the Euro, we initiated a program in the third quarter of 2021 to enter into foreign currency collars. A foreign currency collar consists of a written call option and a purchased put option to sell the foreign currency at a range of predetermined exchange rates. A foreign currency collar guarantees that the exchange rate of the currency will not fluctuate beyond the range of the options’ strike prices. Our foreign currency collars generally have maturities of five months or less and are not designated as hedge instruments for accounting purposes. The gains or loss on these derivative contracts are recognized in other income, net based on the changes in fair value. As of December 31, 2021, we had no outstanding foreign currency collars.

In addition, from time to time we enter into currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the British Pound Sterling and Euro. These derivative contracts generally mature within two months 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 gains, net' in the consolidated statements of income and comprehensive income.

The net gain from derivatives not designated in hedging relationships for 2021 totaled $9.7 million and resulted from short term currency exchange swaps and foreign currency collars. The net loss from derivatives not designated in hedging relationships for 2020 totaled $14.5 million and resulted from short term currency exchange swaps.

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The following table summarizes the terms and fair values of our derivative financial instruments at December 31, 2021 and December 31, 2020 (dollars in millions):

Derivative Type	Number of Instruments (1)	Accounting Classification	Notional Amount as of December 31,				Weighted Average Strike Rate (2)	Maturity Date (3)	Fair Value - asset (liability) as of December 31,
Derivatives Designated as Hedging Instruments			2021		2020				2021		2020
Interest rate swap	1	Derivative	$	250.0	$	250.0	3.04%	03/2024	$	(11.9)	$	(22.6)
Cross-currency swaps (4)	4	Derivative	166.3		166.4		(5)	05/2034	(13.8)		(21.4)
Foreign currency forwards	32	Derivative	176.1		0.0		(6)	01/2022 - 08/2024	7.6		—
Forward-starting swaps (7)	4	Derivative	300.0		300.0		1.86%	11/2032 - 06/2033	(3.2)		(16.5)
Forward-starting swaps (7)	2	Hybrid debt	200.0		200.0		1.93%	11/2032 - 06/2033	(5.1)		(12.8)
			$	1,092.4	$	916.4			$	(26.4)	$	(73.3)
Derivatives not Designated as Hedging Instruments
Currency exchange swaps (8)	4	Derivative	1,639.5		625.0		(9)	01/2022 - 02/2022	(14.7)		(8.2)
Total of all Derivatives			$	2,731.9	$	1,541.4			$	(41.1)	$	(81.5)

(1)This column represents the number of instruments outstanding as of December 31, 2021.

(2)Weighted average strike rate is calculated using the current notional value as of December 31, 2021.

(3)This column represents maturity dates for instruments outstanding as of December 31, 2021.

(4)Represents four British Pound Sterling, or GBP cross-currency swaps with notional amount of $166.3 million.

(5)GBP fixed rates initially at 4.82% and escalating to 10.96%, and USD weighted average fixed rate at 9.78%.

(6)Weighted average forward GBP-USD exchange rate of 1.41.

(7)There were five treasury rate locks entered into during February 2020 that were terminated in June 2020 and converted into six forward starting interest rate swaps through a cashless settlement. For full discussion of the hedging arrangements for these six forward starting swaps, please refer to Derivative Designated as Hedging Instruments above.

(8)Represents two British Pound Sterling, or GBP currency exchange swaps with notional amount of $1.36 billion and two Euro, or EUR currency exchange swaps with notional amount of $275.9 million.

(9)Weighted average Forward GBP-USD exchange rate of 1.34 and Weighted Average Forward EUR-USD exchange rate of 1.16.

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.

Certain of our derivative transactions include credit support annex collateral agreements with derivative counterparties requiring collateral posting based on changes in value of the derivative. As of December 31, 2021 and December 31, 2020, no collateral has been posted related to such arrangements.

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15.     Supplemental Disclosures of Cash Flow Information

The following table summarizes our supplemental cash flow information during the periods indicated below (in thousands):

	2021		2020		2019
Supplemental disclosures:
Cash paid for interest	$	355,483	$	285,617	$	275,303
Cash paid for income taxes	$	19,676	$	13,128	$	4,221
Cash paid for merger and integration-related costs	$	157,115	$	—	$	—
Non-cash activities:
Increase (decrease) in net derivative liability position at fair value	$	(40,489)	$	55,205	$	—
Mortgages assumed at fair value (1)	$	911,525	$	—	$	130,765
Notes payable assumed at fair value	$	4,946,965	$	—	$	—
Non-cash assets and liabilities assumed in merger	$	11,559,875	$	—	$	—
Non-cash assets and liabilities distributed in Orion Divestiture	$	1,142,121	$	—	$	—
Adoption of Accounting Standards Codifications Topic 842, Leases	$	—	$	—	$	131,982
Issuance of common partnership units of Realty Income, L.P. (2)	$	38,783	$	—	$	6,286
Acquisition of a controlling interest	$	—	$	—	$	5,084

(1)  For 2021, includes £31.0 million Sterling, converted at the applicable exchange rate on the date of transaction, for one mortgage and $869.1 million, estimated at fair value, for ten mortgages from our merger with VEREIT.

(2)  For 2021, includes $1.8 million for the issuance of 56,400 units on November 1, 2021 that were a result of our merger with VEREIT, $20.4 million for the issuance of 300,604 units on November 30, 2021 that were a partial consideration for an acquisition of properties, and $16.6 million for the issuance of 240,586 units on December 30, 2021 that were issued to a new partner in connection with an industrial property contribution. For 2019, includes $6.3 million for the issuance of 89,322 units on March 28, 2019 that were a partial consideration for an acquisition of properties.

The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets to the total of the cash, cash equivalents and restricted cash reported within the consolidated statements of cash flows (in thousands):

	December 31, 2021		December 31, 2020
Cash and cash equivalents shown in the consolidated balance sheets	$	258,579	$	824,476
Restricted escrow deposits (1)	68,541		21,220
Impounds related to mortgages payable (1)	5,249		4,983
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows	$	332,369	$	850,679

(1)  Included within other assets, net on the consolidated balance sheets (see note 4). 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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16.     Common Stock Incentive Plan

In March 2021, our Board of Directors adopted, and in May 2021, stockholders approved, the Realty Income 2021 Incentive Award Plan, or 2021 Plan, to enable us to motivate, attract and retain the services of directors, employees and consultants, considered essential to our long-term success. The 2021 Plan offers our directors, employees and consultants an opportunity to own our stock and/or rights that will reflect our growth, development and financial success. Except as noted below, the aggregate number of shares of our common stock subject to options, stock purchase rights, or SPR, stock appreciation rights, or SAR, and other awards, will be no more 8,924,231 shares. The maximum number of shares that may be subject to options, SPR, SAR and other awards granted under the plan to any individual in any calendar year may not exceed 3,200,000, and the maximum aggregate amount of cash that may be paid in cash during any calendar year with respect to one or more shares payable in cash shall be $10.0 million. The 2021 Plan replaced the Realty Income Corporation 2012 Incentive Award Plan, or the 2012 Plan, which was set to expire in March 2022. No further awards will be granted under the 2012 Plan. The disclosures below incorporate activity for both the 2012 Plan and the 2021 Plan.

In connection with the Merger, shares which remained available for issuance under the VEREIT, Inc. 2021 Equity Incentive Plan immediately prior to the closing of the merger (as adjusted by the Exchange Ratio) may be used for awards under the 2021 Plan and will not reduce the shares authorized for grant under the 2021 Plan, to the extent that awards using such shares (i) are permitted without stockholder approval under applicable stock exchange rules, (ii) are made only to VEREIT service providers or individuals who become Realty Income service providers following the date of the consummation of the merger, and (iii) are only granted under the 2021 Plan during the period commencing on the date of the consummation of the merger and ending on June 2, 2031. As a result, 6,186,101 additional shares are available for issuance under the 2021 Plan.

The amount of share-based compensation costs recognized in general and administrative expense on our consolidated statements of income and comprehensive income was $16.2 million during 2021, $16.5 million during 2020 (including $1.8 million of accelerated share-based compensation costs for our former Chief Financial Officer ("CFO")) and $13.7 million during 2019.

In connection with the Merger, each outstanding VEREIT, Inc. stock option and restricted stock unit that were unvested as of November 1, 2021 were converted into equivalent options and restricted stock units, in each case with respect to shares of the Company's common stock, using the equity award exchange ratio in accordance with the merger agreement. The converted awards issued by Realty Income have identical terms to the original VEREIT, Inc. award grant. On November 1, 2021, we issued 442,418 shares of Realty Income common stock in settlement of equity awards that vested upon the separation of certain former-VEREIT employees and directors in connection with the merger. This issuance is excluded from the Restricted Stock Units and Stock Options sections below, as the awards were not granted under the 2021 Plan. The aggregate fair value of the converted awards was $71.6 million, of which i.) $44.0 million related to pre-combination services and is included in the consideration transferred in the merger (please refer to Note 3, Merger with VEREIT and Orion Divestiture), ii.) $25.6 million of expense was recognized during November in merger and integration-related costs related to the acceleration of vesting upon the separation of certain employees in connection with the merger, and iii.) $2.0 million will be amortized through general and administrative expenses over the remaining vesting term for former VEREIT, Inc. employees who were retained by Realty Income. The following disclosures are inclusive of converted awards for former VEREIT employees continuing as employees of Realty Income, which are reflected as grants, as the replacement awards represent newly issued awards settled in Realty Income common shares.

In connection with the Orion Divestiture, each stock option, restricted stock unit and performance award outstanding at November 12, 2021 was entitled to an equitable adjustment equal to the ratio of the five-day volume weighted average per-share price of Realty Income common stock prior to the Orion Divestiture divided by the five-day volume weighted average per-share of Realty Income common stock following the Orion Divestiture, resulting in an adjustment factor of approximately 1.002342. The equitable adjustment was considered a modification in accordance with the provisions of ASC 718, Compensation-Stock Compensation. As a result, we compared the fair value of each award immediately prior to the equitable adjustment to the fair value immediately after the equitable adjustment to measure incremental compensation cost, if any. The equitable adjustment did not result in any incremental fair value. Therefore, no stock-based compensation expense was recorded as of result of the modification. The following disclosures are inclusive of these adjustments, which has been labeled 'Equitable adjustment - Orion Divestiture' throughout.

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A.   Restricted Stock

The following table summarizes our common stock grant activity under our 2021 and 2012 Plans.

	2021			2020			2019
	Number of shares	Weighted average price(1)		Number of shares	Weighted average price(1)		Number of shares	Weighted average price(1)
Outstanding nonvested shares, beginning of year	219,482	$	63.69	259,698	$	58.39	307,821	$	53.44
Shares granted	133,052	$	64.27	103,473	$	67.84	87,327	$	69.83
Shares vested	(124,505)	$	61.57	(141,486)	$	56.94	(126,363)	$	54.45
Shares forfeited	(15,399)	$	65.09	(2,203)	$	66.48	(9,087)	$	55.71
Outstanding nonvested shares, end of each period	212,630	$	65.20	219,482	$	63.69	259,698	$	58.39

(1)  Grant date fair value.

The vesting schedule for shares granted to non-employee directors is as follows:

•For directors with less than six years of service at the date of grant, shares vest in 33.33% annual increments upon re-election to the Board at each of the three Annual Meetings of Stockholders following the grant date;

•For directors with six years of service at the date of grant, shares vest in 50% annual increments upon re-election to the Board at each of the two Annual Meetings of Stockholders following the grant date;

•For directors with seven years of service at the date of grant, shares are 100% vested upon re-election to the Board in the following year; and

•For directors with eight or more years of service at the date of grant, there is immediate vesting as of the date the shares of stock are granted.

During May 2021, we granted 36,000 shares of restricted stock to the independent members of our Board of Directors, in connection with our annual awards, of which 24,000 shares vested immediately, and 12,000 shares vest in equal parts over a three-year service period. In addition, in November 2021, we granted 8,000 shares of restricted stock to the new members of our Board of Directors, which vest in equal parts over a three-year service period.

Our restricted stock awards granted to employees typically vest annually in equal parts over a four-year service period. During 2021, 89,052 shares were granted to our employees, and vest over a four-year service period.

As of December 31, 2021, the remaining unamortized share-based compensation expense related to restricted stock totaled $9.2 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.

B.    Performance Shares

During 2021, 2020 and 2019, we granted annual performance share awards, as well as dividend equivalent rights, to our executive officers. The number of performance shares that vest for each of the three years is based on the achievement of the following performance goals:

	Weighting for year granted
Annual Performance Awards Metrics	2021		2020		2019
Total shareholder return (“TSR”) ranking relative to MSCI US REIT Index	70	%	70	%	45	%
TSR ranking relative to J.P. Morgan Net Lease Peer Group	N/A		N/A		26	%
Dividend per share Growth Rate	15	%	15	%	16	%
Debt-to-Adjusted EBITDAre Ratio	N/A		N/A		13	%
Net Debt-to-Adjusted EBITDAre Ratio	15	%	15	%	N/A

The annual performance shares are earned based on our performance related to our metrics above, and vest 50% on the first and second January 1 after the end of the three-year performance period, subject to continued service. The performance period for the 2019 performance awards began on January 1, 2019 and ended on December 31, 2021. The performance period for the 2020 performance awards began on January 1, 2020 and will end on

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December 31, 2022. The performance period for the 2021 performance awards began on January 1, 2021 and will end on December 31, 2023.

On November 15, 2021, the Compensation Committee approved a one-time grant of performance share awards and a one-time cash bonus to certain of our named executives in connection with the completion of our merger with VEREIT and the transactions contemplated thereby, including the Orion Divestiture (the "VEREIT Transaction"). The awards were made to reward the executives for the successful consummation of the VEREIT Transaction and were intended to retain and motivate the executives to achieve optimal synergies and incentivize further growth from the merger. The performance shares are earned based on our performance related to AFFO accretion (50% weighting) and general and administrative expense synergies (50% weighting), and vest 50% upon the completion of the performance period. The remaining 50% will vest on the one-year anniversary of the completion of the applicable performance period. All vesting is subject to continued service. The performance period is one year for the AFFO accretion targets from January 1, 2022 to December 31, 2022 and two years for the general and administrative expense synergies from January 1, 2022 to December 31, 2023.

The fair value of the annual performance shares was estimated on the date of grant using a Monte Carlo Simulation model. The fair value of the one-time performance shares was based on the fair value of our common stock at the grant date and is dependent on the probability of satisfying the performance conditions stipulated in the award grant. The following table summarizes our performance share grant activity, inclusive of annual performance shares and the one-time performance shares related to the merger with VEREIT: 

	2021			2020			2019
	Number of performance shares	Weighted average price(1)		Number of performance shares	Weighted average price(1)		Number of performance shares	Weighted average price(1)
Outstanding nonvested shares, beginning of year	291,759	$	69.73	304,663	$	62.25	223,392	$	58.78
Equitable adjustment - Orion Divestiture (2)	752			—			—
Shares granted(3)	257,149	$	64.18	136,729	$	79.98	128,581	$	65.34
Shares vested	(109,113)	$	62.52	(139,012)	$	63.66	(47,310)	$	54.27
Shares forfeited	(52,408)	$	65.83	(10,621)	$	66.64	—
Outstanding nonvested shares, end of each period	388,139	$	68.09	291,759	$	69.73	304,663	$	62.25

(1) Grant date fair value.

(2) Effective with the Orion Divestiture on November 12, 2021, outstanding equity awards were adjusted by a conversion ratio of 1.002342 per one Realty Income share then held.

(3) 194,053 shares granted relate to annual performance grants and 63,096 shares granted relate to one-time grant of performance shares.

As of December 31, 2021, the remaining share-based compensation expense related to the performance shares totaled $14.6 million and is being recognized on a tranche-by-tranche basis over the service period. 

C.    Restricted Stock Units

During 2021, 2020 and 2019, and in connection with our merger with VEREIT, we also granted restricted stock units that primarily vest over service periods of three or four-years and have the same economic rights as shares of restricted stock: 

	2021			2020			2019
	Number of restricted stock units	Weighted average price(1)		Number of restricted stock units	Weighted average price(1)		Number of restricted stock units	Weighted average price(1)
Outstanding nonvested shares, beginning of year	18,670	$	70.38	15,511	$	59.82	14,968	$	54.62
Equitable adjustment - Orion Divestiture (2)	109			—			—
Shares granted	71,956	$	68.96	9,966	$	78.79	5,482	$	69.58
Shares vested	(23,368)	$	66.96	(6,807)	$	58.63	(4,939)	$	54.90
Shares forfeited	—			—			—
Outstanding nonvested shares, end of each period	67,367	$	69.69	18,670	$	70.38	15,511	$	59.82

(1) Grant date fair value.

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(2) Effective with the Orion Divestiture on November 12, 2021, outstanding equity awards were adjusted by a conversion ratio of 1.002342 per one Realty Income share then held.

The amount of share-based compensation for the restricted stock units is based on the fair value of our common stock at the grant date. The expense amortization period for restricted stock units is the lesser of the four-year service period or the period over which the awardee reaches the qualifying retirement age. For employees who have already met the qualifying retirement age, restricted stock units are fully expensed at the grant date. As of December 31, 2021, the remaining share-based compensation expense related to the restricted stock units totaled $1.7 million and is being recognized on a straight-line basis over the service period.

D.    Stock Options

During 2021, we also granted stock options, in connection with our merger with VEREIT. The following inputs and assumptions were used to calculate the weighted-average fair values of the options granted at the date of grant as follows:

The fair value of the stock options as of their grant date is determined using the Black-Scholes option pricing model, which requires the input of assumptions including expected terms, expected volatility, dividend yield and risk free rate.

The following table summarizes our stock option activity: 

	Number of stock options	Weighted average exercise price(1)		Weighted average remaining contractual term (Years)	Aggregate intrinsic value
Outstanding nonvested options, beginning of year	—
Options granted	709,426	$	53.80
Equitable adjustment - Orion Divestiture (2)	1,547
Options exercised	(395,903)	$	54.54
Options forfeited	—
Outstanding nonvested options, end of each period	315,070	$	52.89	2.4	$	5,891,639

(1) Grant date fair value.

(2) Effective with the Orion Divestiture on November 12, 2021, outstanding equity awards were adjusted by a conversion ratio of 1.002342 per one Realty Income share then held.

Compensation expense for stock options is recognized on a straight-line basis over the service period described above. In 2021, we recorded $68,000 of expense related to stock options. As of December 31, 2021, there was $57,000 of unrecognized compensation expense related to stock options with a weighted-average remaining term of 0.2 years.

17.     Segment Information 

We evaluate performance and make resource allocation decisions on an industry by industry basis. For financial reporting purposes, we have grouped our clients into 60 activity segments. All of the properties are incorporated into one of the applicable segments. Unless otherwise specified, all segments listed below are located within the U.S. Because almost all of our leases require our clients to pay or reimburse us for operating expenses, rental revenue is the only component of segment profit and loss we measure. Our investments in industries outside of the U.S. are managed as separate operating segments.

The following tables set forth certain information regarding the properties owned by us, classified according to the business of the respective clients (in thousands):

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Assets, as of December 31:	2021		2020
Segment net real estate:
Automotive service	$	852,151	$	328,340
Beverages	362,570		347,366
Child care	347,680		216,718
Convenience stores - U.S.	2,844,800		2,101,005
Dollar stores	2,303,906		1,420,210
Drug stores	2,182,432		1,555,106
Financial services	576,065		374,508
General merchandise - U.S.	1,289,735		730,806
Grocery stores - U.S. (1)	1,517,237		907,634
Grocery stores - U.K. (1)	1,963,057		1,131,760
Health and fitness	1,325,932		1,050,791
Health care - U.S.	670,864		289,244
Home furnishings - U.S.	583,564		109,631
Home improvement - U.S.	946,870		608,222
Home improvement - U.K.	780,308		187,289
Restaurants - casual dining	2,016,017		515,226
Restaurants - quick service - U.S.	2,689,806		1,062,918
Theaters - U.S.	750,877		767,117
Transportation services	1,039,220		729,640
Wholesale club	865,658		407,584
Other non-reportable segments	6,080,123		2,644,041
Total net real estate	$	31,988,872	$	17,485,156
Intangible assets:
Automotive service	125,543		55,018
Beverages	17,452		9,401
Child care	33,449		19,848
Convenience stores - U.S.	275,548		121,151
Dollar stores	366,319		77,176
Drug stores	355,779		167,975
Financial services	92,986		14,611
General merchandise - U.S.	254,343		108,646
Grocery stores - U.S. (1)	378,181		181,764
Grocery stores - U.K. (1)	426,714		282,211
Health and fitness	125,586		67,537
Health care - U.S.	103,143		21,032
Home furnishings - U.S.	210,654		9,336
Home improvement - U.S.	207,637		97,228
Home improvement - U.K.	158,667		57,369
Restaurants - casual dining	416,653		20,553
Restaurants - quick service - U.S.	270,092		47,517
Theaters - U.S.	33,527		28,292
Transportation services	125,971		53,902
Wholesale club	155,032		36,165
Other non-reportable segments	1,142,849		233,923
Goodwill (2)	3,676,705		14,180
Other corporate assets	2,195,800		1,530,294
Total assets	$	43,137,502	$	20,740,285

(1) During 2021, we invested in 43 properties in Spain. As of December 31, 2021, grocery stores - Spain was not a reportable segment.

(2) Goodwill has not yet been allocated to our individual operating segments; the allocation is pending the finalization of our purchase accounting.

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Revenue for the years ended December 31,	2021		2020		2019
Segment rental revenue:
Automotive service	$	47,830	$	35,090	$	32,365
Beverages	37,284		32,771		31,807
Child care	36,425		35,643		31,749
Convenience stores - U.S.	217,175		189,658		166,755
Dollar stores	149,136		126,719		102,695
Drug stores	153,174		140,993		127,853
Financial services	36,831		30,531		30,189
General merchandise - U.S.	72,442		49,352		35,366
Grocery stores - U.S. (1)	88,360		78,106		69,691
Grocery stores - U.K. (1)	100,500		51,459		17,819
Health and fitness	115,878		104,744		105,896
Health care - U.S.	33,579		25,563		21,011
Home furnishings - U.S.	21,457		12,447		10,490
Home improvement - U.S.	62,076		46,392		42,351
Home improvement - U.K.	34,470		4,224		—
Restaurants - casual dining	71,338		46,265		45,238
Restaurants - quick service - U.S.	115,758		88,163		92,018
Theaters - U.S.	90,792		78,653		87,698
Transportation services	71,955		64,131		66,500
Wholesale club	46,061		38,713		38,117
Other non-reportable segments and contractually obligated reimbursements by our clients	462,437		359,916		329,210
Rental (including reimbursable)	2,064,958		1,639,533		1,484,818
Other	15,505		7,554		3,345
Total revenue	$	2,080,463	$	1,647,087	$	1,488,163

(1) During 2021, we invested in 43 properties in Spain. As of December 31, 2021, grocery stores - Spain was not a reportable segment.

18.     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 December 31, 2021, we had commitments of $74.7 million for re-leasing costs, recurring capital expenditures, and non-recurring building improvements. In addition, as of December 31, 2021, we had committed $285.7 million under construction contracts, the majority of which is expected to be paid in the next twelve months.

We have certain properties that are subject to ground leases, which are accounted for as operating leases.

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At December 31, 2021, minimum future rental payments for the next five years and thereafter are as follows (in millions):

	Operating Leases		Finance Leases		Total
2022	$	38.3	$	1.6	$	39.9
2023	38.8		1.6		40.4
2024	38.7		1.4		40.1
2025	38.8		1.3		40.1
2026	36.7		1.3		38.0
Thereafter	468.5		45.4		513.9
Total	$	659.8	$	52.6	$	712.4
Present value adjustment for remaining lease payments (1)	(198.1)		(8.6)
Total lease liability	$	461.7	$	44.0

(1) The discount rates are specific for individual leases primarily based on the lease term. The range of discount rates used to calculate the present value of the operating lease payments is 0.41% to 5.50% and for finance lease payments is 0.54% to 5.50%. The weighted average discount rate was derived from estimated incremental borrowing rates based on our credit quality, as we did not have any borrowings at the balance sheet date with comparable terms to our lease agreements. At December 31, 2021, the weighted average discount rate for operating leases is 3.15% and the weighted average remaining lease term is 21.5 years. At December 31, 2021, the weighted average discount rate for finance leases is 3.55% and the weighted average remaining lease term is 22.8 years.

19.     Subsequent Events

A.   Dividend Payments

In January and February 2022, we declared a dividend of $0.2465, which will be paid in February 2022 and March 2022, respectively.

B.   Note Issuances

In January 2022, we issued £250.0 million of 1.875% senior unsecured notes due January 2027 (the "January 2027 Notes") and £250.0 million of 2.500% senior unsecured notes due January 2042 (the "January 2042 Notes"). The public offering price for the January 2027 Notes was 99.487% of the principal amount for an effective semi-annual yield to maturity of 1.974% and the public offering price for the January 2042 Notes was 98.445% of the principal amount for an effective semi-annual yield to maturity of 2.584%. Combined, the new issues of the January 2027 Notes and the January 2042 Notes have a weighted average term of approximately 12.5 years and a weighted average effective semi-annual yield to maturity of approximately 2.28%.

Item 9:                                  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

We have had no disagreements with our independent registered public accounting firm on accounting matters or financial disclosure, nor have we changed accountants in the two most recent fiscal years.

Item 9A:                         Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of and for the year ended December 31, 2021, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on the foregoing, our Chief

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Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer, Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

Management has used the framework set forth in the report entitled “Internal Control--Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of the end of the most recent fiscal year. KPMG LLP has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.

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

Submitted on February 23, 2022 by,

Sumit Roy, President, Chief Executive Officer

Christie B. Kelly, Executive Vice President, Chief Financial Officer, and Treasurer

Changes in Internal Controls

As a result of our merger with VEREIT in November 2021, we are operating two separate enterprise resource planning (ERP) systems to generate our financial statements. In 2022, we plan to integrate these two ERP platforms into one primary system. We have updated our internal controls over financial reporting, as necessary, to accommodate modifications to our business processes for these parallel ERP systems, as we work towards enhanced automated controls through a central platform. Except as described above, there have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

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Item 9B:                         Other Information

None

PART III 

Item 10:                           Directors, Executive Officers and Corporate Governance

The information required by this item is set forth under the captions “Board of Directors” and “Executive Officers of the Company” and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference. The Annual Meeting of Stockholders is presently scheduled to be held on May 17, 2022.

Item 11:                           Executive Compensation

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

Item 12:                 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

 Item 13:                           Certain Relationships, Related Transactions and Director Independence

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

Item 14:                           Principal Accounting Fees and Services

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

The information required by this item is set forth under the caption “Independent Registered Public Accounting Firm Fees and Services” in our definitive Proxy Statement for the 2022 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

PART IV

Item 15:                           Exhibits and Financial Statement Schedules

A.                         The following documents are filed as part of this report.

1.             Financial Statements (see Item 8)

a.                          Reports of Independent Registered Public Accounting Firm

b.                         Consolidated Balance Sheets,

December 31, 2021 and 2020

c.                          Consolidated Statements of Income and Comprehensive Income,

Years ended December 31, 2021, 2020 and 2019

d.                         Consolidated Statements of Equity,

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Years ended December 31, 2021, 2020 and 2019

e.                          Consolidated Statements of Cash Flows,

Years ended December 31, 2021, 2020 and 2019

f.                            Notes to Consolidated Financial Statements

2.             Financial Statement Schedule.  Reference is made to page F-1 of this report for Schedule III Real Estate and Accumulated Depreciation (electronically filed with the Securities and Exchange Commission).

Schedules not Filed:  All schedules, other than those indicated in the Table of Contents, have been omitted as the required information is either not material, inapplicable or the information is presented in the financial statements or related notes.

3.             Exhibits

Articles of Incorporation and By-Laws

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of April 29, 2021, by and among Realty Income Corporation, Rams MD Acquisition Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc. and VEREIT Operating Partnership, L.P (filed as exhibit 2.1 to the Company's Form 8-K, filed on April 30, 2021 and incorporated herein by reference).
2.2	First Amendment to Agreement and Plan of Merger, dated as of June 25, 2021, by and among Realty Income Corporation, Rams MD Acquisition Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc. and VEREIT Operating Partnership, L.P (filed as exhibit 2.1 to the Company's Form 8-K, filed on June 25, 2021 and incorporated herein by reference).
2.3	Separation and Distribution Agreement, dated as of November 12, 2021, by and among Realty Income Corporation, Orion Office REIT Inc., and Orion Office REIT LP. (filed as exhibit 2.1 to the Company's Form 8-K, filed on November 18, 2021 and incorporated herein by reference).
3.1	Articles of Incorporation of the Company, as amended by amendment No. 1 dated May 10, 2005 and amendment No. 2 dated May 10, 2005 (filed as exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2005 (File No. 033-69410) and incorporated herein by reference).
3.2	Articles of Amendment dated July 29, 2011 (filed as exhibit 3.1 to the Company's Form 8-K, filed on August 2, 2011 (File No. 001-13374) and incorporated herein by reference).
3.3	Articles of Amendment dated June 21, 2012 (filed as exhibit 3.1 to the Company's Form 8-K, filed on June 21, 2012 (File No. 001-13374) and incorporated herein by reference).
3.4	Articles of Amendment dated May 14, 2019 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 16, 2019 (File No. 001-13374) and incorporated herein by reference).
3.5	Amended and Restated Bylaws of the Company dated February 19, 2020 (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 20, 2020 (File No. 001-13374) and incorporated herein by reference).
3.6	Articles Supplementary dated June 30, 1998 establishing the terms of the Company's Class A Junior Participating Preferred Stock (filed as exhibit A to exhibit 1 of Form 8-A12B, filed on June 26, 1998 (File No. 001-13374) and incorporated herein by reference).
3.7	Articles Supplementary dated May 24, 1999 establishing the terms of the Company's 93/8% Class B Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 on Form 8-K, filed on May 25, 1999 (File No. 001-13374) and incorporated herein by reference).
3.8	Articles Supplementary dated July 28, 1999 establishing the terms of the Company's 91/2% Class C Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 on Form 8-K, filed on July 30, 1999 (File No. 001-13374) and incorporated herein by reference).
3.9	Articles Supplementary dated May 24, 2004 and the Articles Supplementary dated October 18, 2004 establishing the terms of the Company's 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock (filed as exhibit 3.8 on Form 8-A12B, filed on May 25, 2004 (File No. 001-13374) and incorporated herein by reference).
3.10	Articles Supplementary dated November 30, 2006 establishing the terms of the Company's 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock (filed as exhibit 3.5 on Form 8-A12B, filed on December 5, 2006 (File No. 001-13374) and incorporated herein by reference).
3.11	Articles Supplementary to the Articles of Incorporation of the Company classifying and designating the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated February 3, 2012 (the “First Class F Articles Supplementary”) (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 3, 2012 (File No. 001-13374) and incorporated herein by reference).
3.12	Certificate of Correction to the First Class F Articles Supplementary, dated April 11, 2012 (filed as exhibit 3.2 to the Company’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).
3.13	Articles Supplementary to the Articles of Incorporation of the Company classifying and designating additional shares of the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated April 17, 2012 (filed as exhibit 3.3 to the Company’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).

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Instruments defining the rights of security holders, including indentures
4.1	Indenture dated as of October 28, 1998 between the Company and The Bank of New York (filed as exhibit 4.1 to the Company’s Form 8-K, filed on October 28, 1998 (File No. 001-13374) and incorporated herein by reference).
4.2	Form of 5.875% Senior Notes due 2035 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 11, 2005 (File No. 033-69410) and incorporated herein by reference).
4.3	Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York, as Trustee, establishing a series of securities entitled 5.875% Senior Debentures due 2035 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on March 11, 2005 (File No. 033-69410) and incorporated herein by reference).
4.4	Form of Common Stock Certificate (filed as exhibit 4.16 to the Company’s Form 10-Q for the quarter ended September 30, 2011, filed on October 28, 2011 (File No. 001-13374) and incorporated herein by reference).
4.5	Form of 3.875% Note due 2024 (filed as exhibit 4.2 to Company’s Form 8-K, filed on June 25, 2014 and incorporated herein by reference).
4.6	Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.875% Notes due 2024” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on June 25, 2014 and incorporated herein by reference).
4.7	Form of 4.125% Note due 2026 (filed as exhibit 4.2 to Company’s Form 8-K, filed on September 23, 2014 and incorporated herein by reference).
4.8	Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on September 23, 2014 and incorporated herein by reference).
4.9	Form of 3.000% Note due 2027 (filed as exhibit 4.2 to Company’s Form 8-K, filed on October 12, 2016 and incorporated herein by reference).
4.10	Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.000% Notes due 2027” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 12, 2016 and incorporated herein by reference).
4.11	Form of 4.650% Note due 2047 (filed as exhibit 4.2 to Company’s Form 8-K, filed on March 15, 2017 and incorporated herein by reference).
4.12	Form of 4.125% Note due 2026 (filed as exhibit 4.3 to Company’s Form 8-K, filed on March 15, 2017 and incorporated herein by reference).
4.13	Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee, establishing a series of securities entitled “4.650% Notes due 2047” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.4 to Company’s Form 8-K, filed on March 15, 2017 and incorporated herein by reference).
4.14	Form of 3.650% Note due 2028 (filed as exhibit 4.2 to Company’s Form 8-K, filed on December 6, 2017 and incorporated herein by reference).
4.15	Form of 4.650% Note due 2047 (filed as exhibit 4.4 to Company’s Form 8-K, filed on December 6, 2017 and incorporated herein by reference).
4.16	Form of 3.875% Note due 2025 (filed as exhibit 4.2 to Company’s Form 8-K, filed on April 4, 2018 and incorporated herein by reference).
4.17	Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee, establishing a series of securities entitled “3.875% Notes due 2025” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to Company’s Form 8-K, filed on April 4, 2018 and incorporated herein by reference).
4.18	Form of 3.250% Note due 2029 (filed as exhibit 4.2 to the Company's Form 8-K, filed on June 19, 2019 and incorporated herein by reference).
4.19	Officers’ Certificate pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.250% Notes due 2029." (filed as exhibit 4.3 to the Company's Form 8-K, filed on June 19, 2019 and incorporated herein by reference).
4.20*	Description of Securities.
4.21	Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on May 8, 2020 and incorporated herein by reference).
4.22	Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 16, 2020 and incorporated herein by reference).
4.23	Officers' Certificate, dated May 8, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on May 8, 2020, and incorporated herein by reference).
4.24	Officers' Certificate, dated July 16, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, re-opening a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 16, 2020, and incorporated herein by reference).
4.25	Form of 1.625% Note due 2030 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 1, 2020 and incorporated herein by reference).

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4.26	Officers’ Certificate dated October 1, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “1.625% Notes due 2030” (filed as an Exhibit 4.3 to the Company’s Form 8-K, filed on October 1, 2020 and incorporated herein by reference).
4.27	Form of 0.750% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 14, 2020 and incorporated herein by reference).
4.28	Form of 1.800% Note due 2033 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 14, 2020 and incorporated herein by reference).
4.29	Officers’ Certificate dated December 14, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of debt securities entitled “0.750% Notes due 2026” and a series of debt securities entitled “1.800% Notes due 2033” (filed as an Exhibit 4.4 to the Company's Form 8-K, filed on December 14, 2020 and incorporated herein by reference).
4.30	Officers’ Certificate dated July 13, 2021 pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new series of debt securities entitled “1.125% Notes due 2027” and a new series of debt securities entitled “1.750% Notes due 2033.” (filed as Exhibit 4.4 to the Company's Form 8-K, filed on July 13, 2021 and incorporated herein by reference).
4.31	Form of 1.125% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 13, 2021 and incorporated herein by reference).
4.32	Form of 1.750% Notes due 2033 (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 13, 2021 and incorporated herein by reference).
4.33	Indenture, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein and U.S. Bank National Association, as trustee (filed as exhibit 4.1 to VEREIT, Inc.'s Form 8-K, filed on February 7, 2014 and incorporated herein by reference).
4.34	Officers’ Certificate, dated as of February 6, 2014 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on February 7, 2014 and incorporated herein by reference).
4.35	First Supplemental Indenture, dated as of February 9, 2015, by and among ARC Properties Operating Partnership, L.P., American Realty Capital Properties, Inc. and U.S. Bank National Association (filed as exhibit 4.1 to VEREIT, Inc.'s Form 8-K, filed on February 13, 2015 and incorporated herein by reference).
4.36	Officers’ Certificate, dated as of June 2, 2016 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on June 3, 2016 and incorporated herein by reference).
4.37	Officers’ Certificate, dated as of August 11, 2017 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on August 11, 2017 and incorporated herein by reference).
4.38	Officers’ Certificate, dated as of October 16, 2018 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on October 16, 2018 and incorporated herein by reference).
4.39	Officers’ Certificate, dated as of December 4, 2019 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on December 4, 2019 and incorporated herein by reference).
4.40	Officers’ Certificate, dated as of June 29, 2020 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on June 29, 2020 and incorporated herein by reference).
4.41	Officers’ Certificate, dated as of November 17, 2020 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on November 17, 2020 and incorporated herein by reference).
4.42	Second Supplemental Indenture, dated as of November 1, 2021, by an among Rams MD Subsidiary I, Inc., VEREIT Operating Partnership, L.P., VEREIT, Inc. and U.S. Bank National Association, as trustee (filed as exhibit 4.10 to the Company's Form 8-K, filed on November 1, 2021 and incorporated herein by reference).
4.43	Third Supplemental Indenture, dated as of November 9, 2021, by and among VEREIT Operating Partnership, L.P., Rams MD Subsidiary I, Inc. (f/k/a VEREIT, Inc.) and U.S. Bank National Association, as trustee (filed as exhibit 4.1 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).
4.44	Form of 4.600% Notes due February 6, 2024. (filed as exhibit 4.2 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).
4.45	Form of 4.625% Notes due November 1, 2025. (filed as exhibit 4.3 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).
4.46	Form of 4.875% Notes due June 1, 2026. (filed as exhibit 4.4 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).
4.47	Form of 3.950% Notes due August 15, 2027. (filed as exhibit 4.5 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).
4.48	Form of 3.400% Notes due January 15, 2028. (filed as exhibit 4.6 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).
4.49	Form of 2.200% Notes due June 15, 2028. (filed as exhibit 4.7 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).
4.50	Form of 3.100% Notes due December 15, 2029. (filed as exhibit 4.8 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).
4.51	Form of 2.850% Notes due December 15, 2032. (filed as exhibit 4.9 to the Company's Form 8-K, filed on November 15, 2021 and incorporated herein by reference).
4.52	Officers’ Certificate dated January 14, 2022 pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new series of debt securities entitled “1.875% Notes due 2027” and a new series of debt securities entitled “2.500% Notes due 2042.” (filed as Exhibit 4.4 to the Company's Form 8-K, filed on January 14, 2022 and incorporated herein by reference).
4.53	Form of 1.875% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on January 14, 2022 and incorporated herein by reference).
4.54	Form of 2.500% Notes due 2042 (filed as exhibit 4.3 to the Company's Form 8-K, filed on January 14, 2022 and incorporated herein by reference).

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Material Contracts
10.1+	Realty Income Corporation 2012 Incentive Award Plan (filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed on March 30, 2012 and incorporated herein by reference).
10.2+	Form of Restricted Stock Agreement for Employees under the Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 8, 2013 (File No. 001-13374) and incorporated herein by reference).
10.3+	Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.2 to the Company’s Form 8-K, filed on January 8, 2013 (File No. 001-13374) and incorporated herein by reference).
10.4+	Form of Addendum to Restricted Stock Agreement (filed as exhibit 10.2 to the Company’s Form 8-K, filed on June 19, 2013 (File No. 001-13374) and incorporated herein by reference).
10.5+	Amended and Restated Form Indemnification Agreement, between the Company and each executive officer and each director of the Board of Directors of the Company (filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 30, 2014 and incorporated herein by reference).
10.6+	Form of Performance Share Award Agreement (filed as exhibit 10.1 to the Company’s Form 10-Q, filed on April 30, 2015 and incorporated herein by reference).
10.7+	Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on February 23, 2015, as a prospectus supplement to the Company’s prospectus dated February 22, 2013 (File No. 333-186788) and incorporated herein by reference).
10.8+	Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on July 30, 2015, as a prospectus supplement to the Company’s prospectus dated February 22, 2013 (File No. 333-186788) and incorporated herein by reference).
10.9+	Form of Restricted Stock Agreement (filed as exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, 2015 and incorporated herein by reference).
10.10+	Form of Restricted Stock Unit Award Agreement (filed as exhibit 10.31 to the Company’s Form 10-K for the year ended December 31, 2015 and incorporated herein by reference).
10.11+	First Amendment to Realty Income Corporation 2012 Incentive Award Plan. (filed as exhibit 10.33 to the Company’s Form 10-K, filed on February 23, 2017 and incorporated herein by reference).
10.12+	Second Amendment to Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on February 17, 2017 and incorporated herein by reference).
10.13+	Form of Performance Share Award Agreement (filed as exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2017 and incorporated herein by reference).
10.14+	Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed on January 18, 2019 and incorporated herein by reference).
10.15+	Form of Participation Agreement to Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.2 to the Company's Form 8-K, filed on January 18, 2019 and incorporated herein by reference).
10.16+	Severance Agreement and General Release dated January 29, 2020 (filed as exhibit 10.1 to the Company's Form 8-K, filed on January 30, 2020 and incorporated herein by reference).
10.17+	Participation Agreement to Realty Income Executive Severance Plan, dated as of October 12, 2020, by and between Realty Income Corporation and Christie B. Kelly. (filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 13, 2020 and incorporated herein by reference).
10.18+	Realty Income Corporation 2021 Incentive Award Plan (filed as Appendix B to the Company's Proxy Statement on Schedule 14A filed on April 01, 2021 and incorporated herein by reference).
10.19+	First Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.1 to the Company's Form 8-K, filed on November 1, 2021 and incorporated herein by reference).
10.20+	Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.2 to the Company's Registration Statement on Form S-8 filed on May 18, 2021 and incorporated herein by reference).
10.21+*	Form of Restricted Stock Agreement for Executives under the Realty Income Corporation 2021 Incentive Award Plan.
10.22+*	Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Executives under the Realty Income Corporation 2021 Incentive Award Plan.
10.23+*	Form of November 15, 2021 Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan.
10.24+*	Form of Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan.
10.25	Consent Letter, dated July 20, 2021, among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 22, 2021 and incorporated herein by reference).
10.26	Second Amended and Restated Credit Agreement dated August 7, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed on August 12, 2019 and incorporated herein by reference).
10.27	First Amendment to the Second Amended and Restated Credit Agreement dated December 22, 2021 (filed as exhibit 10.1 to the Company's Form 8-K, filed on December 22, 2021 and incorporated herein by reference).
Subsidiaries of the Registrant
21.1*	Subsidiaries of the Company.
Consents of Experts and Counsel
23.1*	Consent of Independent Registered Public Accounting Firm.
23.2*	Consent of Independent Registered Public Accounting Firm.
23.3*	Consent of Independent Registered Public Accounting Firm.

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Table of Contents

Certifications
31.1*	Rule 13a-14(a) Certifications as filed by the Chief Executive Officer pursuant to SEC release No. 33-8212 and 34-47551.
31.2*	Rule 13a-14(a) Certifications as filed by the Chief Financial Officer pursuant to SEC release No. 33-8212 and 34-47551.
32*	Section 1350 Certifications as furnished by the Chief Executive Officer and the Chief Financial Officer pursuant to SEC release No. 33-8212 and 34-47551.
Interactive Data Files
101*	The following materials from Realty Income Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Extensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements, and (vi) Schedule III Real Estate and Accumulated Depreciation.
104*	The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline Extensible Business Reporting Language.
* Filed herewith.
+ Indicates a management contract or compensatory plan or arrangement.

Item 16:                                  Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

REALTY INCOME CORPORATION

By:	/s/SUMIT ROY	Date: February 23, 2022
	Sumit Roy
	President, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/MICHAEL D. MCKEE	Date: February 23, 2022
	Michael D. McKee
	Non-Executive Chairman of the Board of Directors
By:	/s/KATHLEEN R. ALLEN, Ph.D.	Date: February 23, 2022
	Kathleen R. Allen, Ph.D.
	Director
By:	/s/PRISCILLA ALMODOVAR	Date: February 23, 2022
	Priscilla Almodovar
	Director
By:	/s/JACQUELINE BRADY	Date: February 23, 2022
	Jacqueline Brady
	Director
By:	/s/A. LARRY CHAPMAN	Date: February 23, 2022
	A. Larry Chapman
	Director
By:	/s/REGINALD H. GILYARD	Date: February 23, 2022
	Reginald H. Gilyard
	Director
By:	/s/MARY HOGAN PREUSSE	Date: February 23, 2022
	Mary Hogan Preusse
	Director
By:	/s/PRIYA CHERIAN HUSKINS	Date: February 23, 2022
	Priya Cherian Huskins
	Director
By:	/s/GERARDO I. LOPEZ	Date: February 23, 2022
	Gerardo I. Lopez
	Director
By:	/s/GREGORY T. MCLAUGHLIN	Date: February 23, 2022
	Gregory T. McLaughlin
	Director

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Table of Contents

By:	/s/RONALD L. MERRIMAN	Date: February 23, 2022
	Ronald L. Merriman
	Director
By:	/s/SUMIT ROY	Date: February 23, 2022
	Sumit Roy
	Director, President, Chief Executive Officer
	(Principal Executive Officer)
By:	/s/CHRISTIE B. KELLY	Date: February 23, 2022
	Christie B. Kelly
	Executive Vice President, Chief Financial Officer and Treasurer
	(Principal Financial Officer)
By:	/s/SEAN P. NUGENT	Date: February 23, 2022
	Sean P. Nugent
	Senior Vice President, Controller, Principal Accounting Officer
	(Principal Accounting Officer)

-118-

REALTY INCOME CORPORATION AND SUBSIDIARIES

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION

AS OF DECEMBER 31, 2021

(dollars in thousands)

				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at Which Carried at Close of Period (Notes 3, 4 and 6)
Description	Number of Properties (Note 1)	Encumbrances (Note 2)		Land		Buildings, Improvements and Acquisition Fees		Improvements		Carrying Costs		Land		Buildings, Improvements and Acquisition Fees		Total		Accumulated Depreciation (Note 5)		Date of Construction			Date Acquired
U.S.
Advertising	6	$	—	$	18,736	$	70,501	$	—	$	—	$	18,736	$	70,501	$	89,237	$	1,467	2009			11/1/2006	-	3/26/2021
Aerospace	5	24,133		6,891		98,840		223		—		6,891		99,063		105,954		31,484		1994	-	2013	6/20/2011	-	6/27/2013
Apparel stores	61	58,252		133,371		388,122		3,611		199		133,371		391,932		525,303		54,990		1972	-	2021	10/30/1987	-	9/29/2021
Automotive collision services	139	—		100,475		232,512		2,688		10		100,475		235,210		335,685		41,218		1920	-	2020	8/30/2002	-	12/17/2021
Automotive parts	397	1,316		156,461		371,138		5,189		827		156,461		377,154		533,615		85,069		1969	-	2020	8/6/1987	-	11/30/2021
Automotive service	566	—		354,282		573,469		9,393		145		354,282		583,007		937,289		85,135		1920	-	2021	10/2/1985	-	12/29/2021
Automotive tire services	233	—		175,415		463,613		5,541		83		175,415		469,237		644,652		131,817		1947	-	2021	11/27/1985	-	12/22/2021
Beverages	22	—		221,076		192,768		—		—		221,076		192,768		413,844		51,274		1989	-	2020	6/25/2010	-	3/26/2021
Child care	314	—		139,891		314,270		5,165		798		139,891		320,233		460,124		112,444		1958	-	2020	12/22/1981	-	12/23/2021
Consumer electronics	28	—		52,492		156,569		1,753		52		52,492		158,374		210,866		14,409		1991	-	2020	6/9/1997	-	5/10/2021
Consumer goods	9	17,990		24,063		259,397		894		—		24,063		260,291		284,354		30,303		1987	-	2013	1/22/2013	-	9/22/2015
Convenience stores	1,531	—		1,418,472		1,851,665		(650)		145		1,418,472		1,851,160		3,269,632		424,834		1922	-	2021	3/3/1995	-	12/29/2021
Crafts and novelties	48	—		97,796		280,412		2,730		440		97,796		283,582		381,378		23,000		1974	-	2020	11/26/1996	-	7/7/2021
Diversified industrial	17	59,628		48,262		267,151		16,178		—		48,262		283,329		331,591		19,518		1951	-	2021	9/19/2012	-	11/3/2021
Dollar stores	2,291	81,736		755,179		1,905,858		2,728		9		755,179		1,908,595		2,663,774		359,863		1935	-	2021	2/3/1998	-	12/29/2021
Drug stores	572	273,625		730,548		1,834,218		4,783		100		730,548		1,839,101		2,569,649		387,210		1965	-	2015	9/30/1998	-	12/22/2021
Education	15	—		8,040		25,577		519		103		8,040		26,199		34,239		16,830		1980	-	2000	12/19/1984	-	6/28/2006
Energy	34	—		25,905		82,959		—		—		25,905		82,959		108,864		396		1963	-	2014	11/1/2021	-	11/1/2021
Entertainment	21	—		76,619		159,428		819		—		76,619		160,247		236,866		7,887		1978	-	2021	3/26/1998	-	9/11/2014
Equipment services	20	—		17,640		73,252		650		—		17,640		73,902		91,542		13,422		1979	-	2014	7/3/2003	-	12/2/2019
Financial services	373	135,381		183,413		473,009		(1,061)		101		183,413		472,049		655,462		79,403		1807	-	2015	3/10/1987	-	6/29/2018
Food processing	9	28,171		33,718		221,840		260		—		33,718		222,100		255,818		24,944		1988	-	2021	9/26/2012	-	7/28/2021
General merchandise	234	48,392		379,088		1,015,644		(3,578)		535		379,088		1,012,601		1,391,689		101,952		1954	-	2021	8/6/1987	-	12/22/2021
Grocery stores	214	99,893		441,128		1,259,955		2,287		325		441,128		1,262,567		1,703,695		186,454		1948	-	2021	5/26/1988	-	12/28/2021
Health and beauty	5	—		4,509		47,162		—		—		4,509		47,162		51,671		4,579		2005	-	2017	11/1/2006	-	4/13/2018
Health and fitness	131	—		321,558		1,290,661		8,316		172		321,558		1,299,149		1,620,707		294,775		1940	-	2021	5/31/1995	-	3/19/2020
Health care	208	24,366		140,638		579,119		5,940		224		140,638		585,283		725,921		55,052		1922	-	2021	12/18/1984	-	12/22/2021
Home furnishings	165	41,472		161,347		451,739		5,495		128		161,347		457,362		618,709		35,142		1960	-	2020	1/24/1984	-	12/22/2021
Home improvement	128	23,722		379,212		669,277		2,834		63		379,212		672,174		1,051,386		104,516		1950	-	2021	12/22/1986	-	7/28/2021
Insurance	2	10,998		1,444		3,984		—		—		1,444		3,984		5,428		22		2000	-	2012	11/1/2021
Jewelry	5	—		5,369		58,702		—		—		5,369		58,702		64,071		3,203		1997	-	2008	1/22/2013	-	1/22/2013
Machinery	2	—		2,717		40,453		—		—		2,717		40,453		43,170		5,124		2010	-	2021	7/31/2012	-	9/1/2021
Motor vehicle dealerships	35	—		157,478		223,488		—		—		157,478		223,488		380,966		62,945		1962	-	2018	5/13/2004	-	3/29/2021
Office supplies	8	—		14,225		42,870		855		349		14,225		44,074		58,299		11,348		1995	-	2016	1/29/1997	-	12/2/2019
Other manufacturing	10	—		20,504		164,250		1,325		240		20,504		165,815		186,319		13,655		1989	-	2018	1/22/2013	-	12/30/2021
Packaging	11	1,430		32,527		178,997		2,480		—		32,527		181,477		214,004		38,907		1965	-	2016	6/3/2011	-	12/20/2017

REALTY INCOME CORPORATION AND SUBSIDIARIES

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION

AS OF DECEMBER 31, 2021

(dollars in thousands)

				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at Which Carried at Close of Period (Notes 3, 4 and 6)
Description	Number of Properties (Note 1)	Encumbrances (Note 2)		Land		Buildings, Improvements and Acquisition Fees		Improvements		Carrying Costs		Land		Buildings, Improvements and Acquisition Fees		Total		Accumulated Depreciation (Note 5)		Date of Construction			Date Acquired
Paper	2	$	—	$	2,462	$	11,935	$	45	$	—	$	2,462	$	11,980	$	14,442	$	4,264	2002	-	2006	5/2/2011	-	12/21/2012
Pet supplies and services	69	2,509		92,269		239,274		5,824		239		92,269		245,337		337,606		31,419		1950	-	2019	12/22/1981	-	12/21/2021
Restaurants - casual dining	872	12,823		682,720		1,473,921		(1,305)		1,635		682,720		1,474,251		2,156,971		140,937		1965	-	2018	5/16/1984	-	12/22/2021
Restaurants - quick service	1,854	—		933,402		1,949,141		3,226		201		933,402		1,952,568		2,885,970		196,159		1926	-	2021	12/9/1976	-	12/22/2021
Shoe stores	6	—		7,008		41,779		316		215		7,008		42,310		49,318		11,940		1990	-	2008	3/26/1998	-	12/22/2021
Sporting goods	54	12,255		110,343		356,901		5,132		178		110,343		362,211		472,554		33,899		1950	-	2020	10/17/2001	-	12/1/2021
Telecommunications	3	—		2,872		10,133		364		11		2,872		10,508		13,380		2,178		1990	-	2016	6/26/1998	-	12/10/2015
Theaters	80	—		232,084		751,408		9,906		—		232,084		761,314		993,398		242,521		1930	-	2018	7/27/2000	-	8/13/2019
Transportation services	87	21,468		172,271		1,049,411		3,048		402		172,271		1,052,861		1,225,132		185,910		1967	-	2016	4/1/2003	-	7/30/2021
Warehousing and storage	2	—		1,767		11,571		—		—		1,767		11,571		13,338		55		1954	-	1979	11/1/2021	-	11/1/2021
Wholesale clubs	52	92,716		295,580		691,965		—		—		295,580		691,965		987,545		121,888		1985	-	2019	9/30/2011	-	12/23/2021
Other	14	—		18,854		48,760		798		—		18,854		49,558		68,412		6,426		1969	-	2018	8/18/1986	-	12/22/2021
Europe
Apparel stores	1	—		7,327		32,842		—		—		7,327		32,842		40,169		665		2004			4/19/2021	-	4/19/2021
Automotive service	3	—		1,815		5,534		—		—		1,815		5,534		7,349		175		1974	-	1994	3/9/2021	-	3/9/2021
Convenience stores	1	—		3,296		2,662		—		—		3,296		2,662		5,958		4		2020			12/21/2021	-	12/21/2021
Diversified industrial	1	—		5,041		14,002		—		—		5,041		14,002		19,043		257		2020			7/22/2021	-	7/22/2021
Food processing	4	—		25,728		72,305		—		—		25,728		72,305		98,033		192		1950	-	1984	12/10/2021	-	12/10/2021
General merchandise	2	—		4,342		14,525		—		—		4,342		14,525		18,867		77		2019	-	2021	8/25/2021	-	12/7/2021
Grocery stores UK	60	41,853		838,856		1,179,547		754		—		838,856		1,180,301		2,019,157		56,100		1940	-	2021	5/23/2019	-	12/21/2021
Grocery stores ES	43	—		123,264		191,946		—		—		123,264		191,946		315,210		944		1910	-	2005	9/16/2021	-	12/27/2021
Health care	2	—		8,819		17,177		—		—		8,819		17,177		25,996		1,003		2000			3/23/2020	-	3/23/2020
Home furnishings	3	—		6,495		19,380		—		—		6,495		19,380		25,875		425		2005	-	2019	4/9/2021	-	9/30/2021
Home improvement	50	—		294,239		496,548		—		—		294,239		496,548		790,787		10,479		1890	-	2016	7/31/2020	-	12/20/2021
Restaurants - quick service	1	—		758		2,019		—		—		758		2,019		2,777		69		2007			3/17/2021	-	3/17/2021
Theaters	1	—		1,547		—		—		—		1,547		—		1,547		—		2011			12/18/2019	-	12/18/2019
Warehousing and storage	1	—		56,049		52,003		—		—		56,049		52,003		108,052		1,176		2011			12/18/2019	-	12/18/2019
	11,137	$	1,114,129	$	10,769,697	$	25,059,558	$	115,475	$	7,929	$	10,769,697	$	25,182,962	$	35,952,659	$	3,963,753

REALTY INCOME CORPORATION AND SUBSIDIARIES

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION

Note 1.	Realty Income Corporation owns 10,885 single-client properties in the United States and Puerto Rico, our corporate headquarters property in San Diego, California, 109 single-client properties in the United Kingdom and 42 single-client properties in Spain. Crest Net Lease, Inc. owns 8 single-client properties in the United States.
	Realty Income Corporation also owns 70 multi-client properties located in the United States, owns 21 multi-client properties located in the United Kingdom and owns one multi-client property located in Spain.
Note 2.	Includes mortgages payable secured by 361 properties, but excludes unamortized net debt premiums of $28.6 million.
Note 3.	The aggregate cost for federal income tax purposes for Realty Income Corporation is $59.1 billion and for Crest Net Lease, Inc. is $30.1 million.
Note 4.	The following is a reconciliation of total real estate carrying value for the years ended December 31 (in thousands):	2021		2020		2019
	Balance at Beginning of Period	$	21,048,334	$	19,637,627	$	16,566,602
	Additions During Period:
	Acquisitions and development	5,851,945		2,163,707		3,644,884
	Merger Additions	11,722,801		—		—
	Less amounts allocated to acquired lease intangible assets and liabilities on our Consolidated Balance Sheets	(826,064)		(382,850)		(401,319)
	Improvements, Etc.	56,567		6,194		17,447
	Other (Leasing Costs and Building Adjustments) (1)	64,807		22,491		2,741
	Total Additions	16,870,056		1,809,542		3,263,753
	Deductions During Period:
	Cost of Real Estate sold	1,206,837		253,506		129,737
	Cost of Equipment sold	8		25		11
	Orion Divestiture (2)	634,254		—		—
	Releasing costs	40		259		674
	Other (3)	91,176		195,003		87,951
	Total Deductions	1,932,315		448,793		218,373
	Foreign Currency Translation	(33,416)		49,958		25,645
	Balance at Close of Period	$	35,952,659	$	21,048,334	$	19,637,627
	(1) Includes reclassification of $20.1 million and $22.5 million right of use assets under finance leases in 2021 and 2020, respectively, and $43.7 million mortgage assumption in 2021.

	(2) Represents derecognition of assets from the Orion Divestiture. For further information, see Note 3 to the Consolidated Financial Statements, Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture.
	(3) The year ended 2021 includes $43.0 million for building razed and $39.0 million of impairment. The year ended 2020 includes $147.2 million of impairment. The year ended 2019 includes a reclassification of $36.9 million of right of use assets under finance leases in accordance with the adoption of ASC 842, Leases, on January 1, 2019.
Note 5.	The following is a reconciliation of accumulated depreciation for the years ended (in thousands):	2021		2020		2019
	Balance at Beginning of Period	$	3,563,178	$	3,140,855	$	2,723,086
	Additions During Period - Provision for Depreciation	628,246		531,909		481,499
	Deductions During Period:
	Accumulated depreciation of real estate and equipment sold or disposed of	226,897		110,915		64,054
	Foreign Currency Translation	(774)		1,329		324
	Balance at Close of Period	$	3,963,753	$	3,563,178	$	3,140,855
	Please see note 2 to our consolidated financial statements for information regarding lives used for depreciation and amortization.
Note 6.	In 2021, provisions for impairment were recorded on 103 Realty Income properties.
	In 2020, provisions for impairment were recorded on 99 Realty Income properties.
	In 2019, provisions for impairment were recorded on 51 Realty Income properties.
	See report of independent registered public accounting firm.

EX-4.20

Exhibit 4.20

DESCRIPTION OF SECURITIES

As of December 31, 2021, Realty Income Corporation, a Maryland corporation ("Realty Income," "we," "us," and the "Company"), had six classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) our common stock, $0.01 par value per share ("common stock"); (ii) our 1.125% Notes due 2027 (the "July 2027 notes"); (iii) our 1.875% Notes due 2027 (the "January 2027 notes"); (iv) our 1.625% Notes due 2030 (the "2030 notes"); (v) our 1.750% Notes due 2033 (the "2033 notes"); and (vi) our 2.500% Notes due 2042 (the "2042 notes", together with the July 2027 notes, January 2027 notes, 2030 notes, and 2033 notes, the "notes"). Our common stock and notes are listed on The New York Stock Exchange ("NYSE") under the ticker symbols "O," "O27A," "O27B," "O30," "O33A," and "O42," respectively.

DESCRIPTION OF COMMON STOCK

The following description of some of the terms of the common stock, our charter (as amended or restated from time to time, the “charter”) and our amended and restated bylaws (as further amended or restated from time to time, the “bylaws”), and the Maryland General Corporation Law (the “MGCL”) does not purport to be complete and is subject to and qualified in its entirety by reference to the MGCL and our charter and the bylaws. Copies of our most recent charter and bylaws, and any subsequent amendments thereto, have been filed or incorporated by reference as exhibits to our most recent Annual Report on Form 10-K or a subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by us with the Securities and Exchange Commission (the “SEC”). You may obtain copies of any of those documents by visiting the SEC website at http://www.sec.gov.

General

We have authority to issue 740,200,000 shares of our common stock and 69,900,000 shares of preferred stock, $0.01 par value per share ("preferred stock").

Common Stock

Subject to the preferential rights of any other class or series of our stock and to the provisions of our charter regarding the restrictions on ownership and transfer of stock, holders of our common stock are entitled to receive dividends when, as and if authorized by our board of directors and declared by us out of assets legally available therefor. The terms of any preferred stock we may issue in the future may provide for restrictions or prohibitions on the payment of dividends on, and the purchase of, our common stock and may also provide for holders of that class or series of preferred stock to receive preferential distributions in the event of our liquidation, dissolution or winding up before any payments may be made on our common stock.

For information concerning any class or series of our preferred stock that may be outstanding from time to time, see the articles supplementary classifying and designating the shares of such class or series of preferred stock, which have been or will be, as the case may be, filed or incorporated by reference as an exhibit to our most recent Annual Report on Form 10-K or a subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by us with the SEC, and the description of any such class or series of our preferred stock contained in the applicable Registration Statement on Form 8-A, including any amendments and reports filed for the purpose of updating such description, which have been or will be filed by us with the SEC. You may obtain copies of any of these documents by visiting the SEC's website at http://www.sec.gov.

Our charter authorizes our board of directors to classify and reclassify any unissued shares of our common stock or preferred stock into other classes or series of stock and to establish the number of shares in each class or series and to set the terms, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption for each such class or series. Thus, the board of directors could cause the issuance of shares of preferred stock with dividend rights, rights to distributions in the event of our liquidation, dissolution or winding up, voting rights or other rights that could adversely affect the rights of holders of our common stock or delay or prevent a tender offer or change of control of the Company that might involve a premium price for shares of our common stock or otherwise be in their best interests, any of which could adversely affect the market price of our common stock.

Subject to the provisions of our charter regarding the restrictions on ownership and transfer of our common stock (see "Restrictions on Ownership and Transfers of Stock" below), each outstanding share of our common stock

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entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors (other than any directors to be elected exclusively by holders of our outstanding preferred stock or any other class or series of our stock). Except as provided with respect to any other class or series of stock, the holders of shares of our common stock will possess the exclusive voting power.

Holders of our common stock do not have cumulative voting rights in the election of directors, which means that holders of more than 50% of all the shares of our common stock voting for the election of directors can elect all the directors standing for election (other than any directors to be elected exclusively by holders of our outstanding preferred stock or any other class or series of our stock) at the time if they choose to do so, and the holders of the remaining shares of our common stock cannot elect any such directors. All of our directors currently serve for a term ending at the next annual meeting of stockholders and when his or her successor is duly elected and qualifies. Holders of shares of common stock do not have preemptive rights, which means they have no right under the charter, bylaws, or Maryland law to acquire any additional shares of common stock that may be issued by us at a subsequent date. Holders of shares of common stock have no preference, conversion, exchange, sinking fund or redemption rights. Under Maryland law, stockholders generally are not liable for the corporation’s debts or obligations.

Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, convert into another entity, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business unless approved by its stockholders by the affirmative vote of two-thirds of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation’s charter. Our charter provides that any such action shall be effective if approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. Because the term “substantially all” of a corporation’s assets is not defined in the MGCL, it is subject to Maryland common law and to judicial interpretation and review in the context of the unique facts and circumstances of any particular transaction. Accordingly, there may be uncertainty as to whether a sale of “substantially all” of our assets has taken place within the meaning of the MGCL provisions described above.

Restrictions on Ownership and Transfers of Stock

To maintain our status as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), no more than 50% in value of our outstanding shares of stock may be owned, actually or constructively, by or for five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year. In addition, if we, or an owner of 10% or more of our stock, actually or constructively owns 10% or more of a tenant of ours (or a tenant of any partnership or limited liability company that is treated as a partnership for federal income tax purposes in which we are a partner or member), the rent received by us (either directly or through one or more subsidiaries) from that tenant will not be qualifying income for purposes of the REIT gross income tests of the Code. A REIT’s stock must also be beneficially owned by 100 or more persons during at least 335 days of a taxable year of twelve months or during a proportionate part of a shorter taxable year.

Because we expect to continue to qualify as a REIT, our charter contains restrictions on the ownership and transfer of our common stock which, among other purposes, are intended to assist us in complying with applicable Code requirements. Our charter provides that, subject to certain specified exceptions, no person or entity may own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% (by value or by number of shares, whichever is more restrictive) of our outstanding shares of common stock. We refer to this restriction as the “ownership limit.” The constructive ownership rules of the Code are complex, and may cause shares of common stock owned actually or constructively by a group of related individuals and/or entities to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of the shares of our common stock (or the acquisition of an interest in an entity that owns, actually or constructively, shares of our common stock) by an individual or entity, could nevertheless cause that individual or entity, or another individual or entity, to constructively own more than 9.8% of our outstanding shares of common stock and thus violate the ownership limit, or any other limit as provided in our charter or as otherwise permitted by our board of directors. Our board of directors may, but in no event is required to, exempt from the ownership limit a particular stockholder if it determines that such ownership will not jeopardize our status as a REIT. As a condition of such exemption, the board of directors may require a ruling from the Internal Revenue Service or an opinion of counsel satisfactory to it and/or undertakings or representations from the applicant with respect to preserving our REIT status.

Our charter further prohibits (1) any person from actually or constructively owning shares of our common stock that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT, and (2) any person from transferring shares of our common stock if such transfer would result in

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shares of our capital stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution).

Any person who acquires or attempts to acquire actual or constructive ownership of shares of our common stock that would violate any of the foregoing restrictions on transferability and ownership is required to give written notice to us immediately and provide us with such other information as we may request in order to determine the effect of such transfer on our status as a REIT. The foregoing restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interest to attempt to qualify, or to continue to qualify, as a REIT and such determination is approved by the affirmative vote of holders of not less than two-thirds of all votes entitled to be cast on the matter, as required by our charter. Except as otherwise described above, any change in the ownership limit would require an amendment to our charter. We anticipate that any class or series of preferred stock that we issue in the future will be subject to similar restrictions.

Pursuant to our charter, if any purported transfer of common stock or any other event would result in any person violating the ownership limit or such other limit as provided in our charter, or as otherwise permitted by our board of directors, or result in our being “closely held” under Section 856(h) of the Code, or otherwise cause us to fail to qualify as a REIT, then the number of shares that would otherwise cause such violation or result (rounded up to the nearest whole share) will be transferred automatically to a trust, the beneficiary of which will be a qualified charitable organization selected by us. Such automatic transfer shall be deemed to be effective as of the close of business on the business day prior to the date of such violative transfer.

Within 20 days of receiving notice from us of the transfer of shares to the trust, the trustee of the trust (who shall be designated by us and be unaffiliated with us and any prohibited transferee or prohibited owner) will be required to sell such shares to a person or entity who could own the shares without violating the ownership limit, or any other limit as provided in our charter or as otherwise permitted by our board of directors, and distribute to the prohibited transferee or prohibited owner, as applicable, an amount equal to the lesser of (1) the price paid by the prohibited transferee or prohibited owner for such shares or (2) the net sales proceeds received by the trust for such shares. In the case of any event other than a transfer, or in the case of a transfer for no consideration (such as a gift), the trustee will be required to sell such shares to a qualified person or entity and distribute to the prohibited owner an amount equal to the lesser of (1) the market price (determined as provided in our charter) of such shares as of the date of the event resulting in the transfer or (2) the net sales proceeds received by the trust for such shares. In either case, any proceeds in excess of the amount distributable to the prohibited transferee or prohibited owner, as applicable, will be distributed to the beneficiary. Prior to a sale of any such shares by the trust, the trustee will be entitled to receive, in trust for the beneficiary, all dividends and other distributions paid by us with respect to such shares, and also will be entitled to exercise all voting rights with respect to such shares.

Subject to Maryland law, effective as of the date that such shares have been transferred to the trust, the trustee shall have the authority (at the trustee’s sole discretion) (1) to rescind as void any vote cast by a prohibited transferee or prohibited owner, as applicable, prior to the discovery by us that such shares have been transferred to the trust and (2) to recast such vote in accordance with the desires of the trustee acting for the benefit of the beneficiary. However, if we have already taken irreversible corporate action, then the trustee shall not have the authority to rescind and recast that vote. Any dividend or other distribution paid to the prohibited transferee or prohibited owner prior to the discovery by us that such shares had been automatically transferred to a trust as described above will be required to be repaid to the trustee upon demand for distribution to the beneficiary. In the event that the transfer to the trust as described above is not automatically effective (for any reason) to prevent violation of the ownership limit or any other limit as provided in our charter or as otherwise permitted by our board of directors, then, per our charter, the transfer of such shares will be void.

In addition, shares of our common stock held in the trust shall be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of (1) the price per share in the transaction that resulted in such transfer to the trust (or, in the case of a devise or gift, the market price at the time of such devise or gift) and (2) the market price on the date we, or our designee, accept such offer. We shall have the right to accept such offer until the trustee has sold the shares of common stock held in the trust. Upon such a sale to us, the interest of the beneficiary in the shares sold shall terminate and the trustee shall distribute the net proceeds of the sale to the prohibited transferee or prohibited owner, and any dividends or other distributions held by the trustee with respect to such shares will be paid to the beneficiary.

If any purported transfer of shares of common stock would cause us to be beneficially owned by fewer than 100 persons, such transfer will be null and void in its entirety and the intended transferee will acquire no rights to the stock.

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All certificates representing shares of our common stock will bear a legend referring to the restrictions described above. The foregoing ownership limitations could delay, defer or prevent a transaction or a change in control of the Company that might involve a premium price for our common stock or otherwise be in the best interests of stockholders.

As set forth in the U.S. Treasury (the "Treasury") regulations promulgated under the Code, every owner of a specified percentage (or more) of the outstanding shares of our stock (including both common stock and preferred stock) must file a completed questionnaire with us containing information regarding their ownership of such shares. Under current Treasury regulations, the percentage will be set between 0.5% and 5.0%, depending upon the number of record holders of our shares of stock. Under our charter, each common stockholder shall upon demand be required to disclose to us in writing such information as we may request, in good faith, in order to determine the effect, if any, of such common stockholder’s actual and constructive ownership of common stock on our status as a REIT and to ensure compliance with the ownership limit, or any other limit as provided in our charter or as otherwise permitted by our board of directors.

The transfer restrictions and limitations described above could delay or prevent a tender offer or change in control of the Company or reduce the possibility that a third party will attempt such a transaction, even if a tender offer or a change in control were in our stockholders’ best interests or involved a premium price for our stock, which could adversely affect the market price of our common stock or any class or series of our preferred stock.

Election and Removal of Directors

Our charter and bylaws provide that our board of directors may establish the number of directors of the Company as long as the number is not fewer than the minimum number required under the MGCL, which is one, nor, unless our bylaws are amended, more than 15.

Pursuant to our charter, each of our directors is elected by our stockholders to serve until the next annual meeting following his or her election and until his or her successor is duly elected and qualifies.

Pursuant to our bylaws, directors in uncontested elections are elected upon the affirmative vote of a majority of the total votes cast for and against such nominee at a duly called meeting of stockholders, and directors in contested elections are elected by the affirmative vote of a plurality of the votes cast. In both uncontested and contested elections, holders of shares of our common stock have no right to cumulative voting in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the shares of our common stock will be able to elect all of our directors.

Under the MGCL and our bylaws, except as otherwise provided in the terms of any class or series of our stock, vacancies on our board of directors created by any reason other than an increase in the number of directors may be filled by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire board. Any individual elected to fill a vacancy will serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies.

Our charter provides that, subject to the rights of holders of shares of one or more classes or series of preferred stock to elect or remove one or more directors, a director may be removed only for cause and by the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast generally in the election of directors.

Amendment to Charter and Bylaws

Except as provided in the MGCL, amendments to our charter must be advised by our board of directors and approved by the affirmative vote of our stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Our board of directors generally has the power to amend our bylaws; provided, that, amendments to certain provisions in our bylaws related to a written statement required to be furnished to stockholders in the event of certain distributions, our investment policy and restrictions, an annual report to stockholders and the definitions used in those sections of our bylaws must be approved by the affirmative vote of our stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Additionally, stockholders may alter or repeal any provision of our bylaws and adopt new bylaw provisions with the approval by a majority of all votes entitled to be cast on the matter.

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Maryland Business Combination Act

Under the MGCL, certain “business combinations” (including certain issuances of equity securities) between a Maryland corporation and any person who beneficially owns ten percent or more of the voting power of the corporation’s outstanding voting stock, or an affiliate or associate of the corporation who beneficially owned ten percent or more of the voting power at any time within the preceding two years, in each case referred to as an “interested stockholder,” or an affiliate thereof, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Thereafter, any such business combination must be approved by two super-majority stockholder votes unless, among other conditions, the corporation’s common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares of common stock. The business combination provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder. These provisions of the MGCL may delay, defer or prevent a transaction or a change of control of our Company that might involve a premium price for our common stock or any class or series of our preferred stock, or otherwise be in the best interests of our stockholders.

Maryland Control Share Acquisition Act

The MGCL provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares of stock owned by the acquirer, by officers of the corporation or by employees who are directors of the corporation. “Control shares” are voting shares of stock which, if aggregated with all other such shares of stock previously acquired by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power: (1) one-tenth or more but less than one-third, (2) one-third or more but less than a majority, or (3) a majority or more of all voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses), may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem for fair value any and all of the control shares (except those for which voting rights have previously been approved). Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or, if a meeting of stockholders is held at which the voting rights of such shares are considered and not approved, as of the date of the meeting. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights, meaning that they may require us to repurchase their shares for their appraised value as determined pursuant to the MGCL. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

The control share acquisition statute does not apply to (1) shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or (2) acquisitions exempted by the charter or bylaws of the corporation, adopted at any time before the acquisition of the shares.

As permitted by the MGCL, our bylaws contain a provision exempting us from the control share acquisition statute. That bylaw provision states that the control share statute shall not apply to any acquisition by any person of shares of our stock. Our board of directors may, without the consent of any of our stockholders, amend or eliminate this bylaw provision at any time, which means that we would then become subject to the Maryland control share acquisition statute, and there can be no assurance that such provision will not be amended or eliminated by our board of directors at any time in the future.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act, and at least three independent directors to elect, by provision in its charter or bylaws or a

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resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to be subject to any or all of five provisions, including:

•a classified board;

•a two-thirds vote requirement for removing a director;

•a requirement that the number of directors be fixed only by vote of the board of directors;

•a requirement that a vacancy on the board of directors be filled only by a vote of the remaining directors in office and for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies; and

•a majority requirement for the calling of a stockholder-requested special meeting of stockholders.

We have not elected to be subject to any of the provisions of Subtitle 8, including the provisions that would permit us to classify our board of directors or increase the vote required to remove a director without stockholder approval. Through provisions in our charter and bylaws unrelated to Subtitle 8, we (1) vest in our board of directors the exclusive power to fix the number of directors and (2) require, unless called by our chairman, our chief executive officer, our president or our board of directors, the request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at the meeting to call a special meeting of stockholders. The provisions of Subtitle 8 expressly provide that Subtitle 8 does not limit the power of a Maryland corporation, by provision in its charter, to confer on the holders of any class or series of preferred stock the right to elect one or more directors or designate the terms and voting powers of directors, which may vary among directors.

Special Meetings of Stockholders

Pursuant to our bylaws, our chairman, our chief executive officer, our president or our board of directors may call a special meeting of our stockholders. Subject to the provisions of our bylaws, a special meeting of our stockholders to act on any matter that may properly be considered by our stockholders will also be called by our secretary upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at the meeting on such matter, accompanied by the information required by our bylaws. Our secretary will inform the requesting stockholders of the reasonably estimated cost of preparing and delivering the notice of meeting (including our proxy materials), and the requesting stockholder must pay such estimated cost before our secretary may prepare and deliver the notice of the special meeting.

Proxy Access

Our bylaws include provisions permitting, subject to certain eligibility, procedural and disclosure requirements, qualifying stockholders, or a qualifying group of no more than 20 stockholders, who have maintained continuous ownership of at least three percent of our outstanding shares of common stock for at least three years to require us to include in our proxy materials for an annual meeting of stockholders a number of director nominees not to exceed the greater of two nominees or 20 percent of the number of directors up for election.

Advance Notice of Director Nomination and New Business

Our bylaws provide that nominations of individuals for election as directors and proposals of business to be considered by stockholders at any annual meeting may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of directors or (3) by any stockholder who was a stockholder of record as of the record date set by the board for the annual meeting, at the time of giving the notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on such other proposed business and who has complied with the advance notice procedures and, if applicable, the proxy access provisions, of our bylaws. Stockholders generally must provide notice to our secretary not earlier than the 150th day or later than 5:00 p.m., Pacific Time, on the 120th day before the first anniversary of the date our proxy statement was released for the preceding year’s annual meeting.

Only the business specified in the notice of the meeting may be brought before a special meeting of our stockholders. Nominations of individuals for election as directors at a special meeting of stockholders may be made only (1) by or at the direction of our board of directors, (2) by a stockholder that has requested that a special meeting be called for the purpose of electing directors in compliance with our bylaws or (3) if the special meeting has been called in accordance with our bylaws for the purpose of electing directors, by a stockholder who is a stockholder of record as of the record date set by the board for the special meeting, at the time of giving the notice required by our bylaws and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice procedures of our bylaws. Stockholders generally must provide notice to our secretary not earlier than the 120th day before such special

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meeting or later than 5:00 p.m., Pacific Time, on the later of the 90th day before the special meeting or the tenth day after the first public announcement of the date of the special meeting and the nominees of our board of directors to be elected at the meeting.

A stockholder’s notice must contain certain information specified by our bylaws about the stockholder, its affiliates and any proposed business or nominee for election as a director, including information about the economic interest of the stockholder, its affiliates and any proposed nominee in us.

Effect of Certain Provisions of Maryland Law and our Charter and Bylaws

Our charter contains restrictions on ownership and transfer of our stock intended to, among other purposes, assist us in maintaining our status as a REIT for United States federal and/or state income tax purposes. For example, our charter restricts any person or entity from acquiring actual or constructive ownership of more than 9.8% (by value or by number of shares, whichever is more restrictive) of our outstanding shares of common stock. See "Restrictions on Ownership and Transfers of Stock". These restrictions could delay or prevent a tender offer or change in control of our Company or reduce the possibility that a third party will attempt such a transaction, even if a tender offer or a change of control were in our stockholders’ interests or involved a premium price for our common stock, which could adversely affect the market price of our common stock.

Our charter authorizes our board of directors to issue preferred stock of the Company, including convertible preferred stock, without stockholder approval. The board of directors may establish the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption of any class or series of preferred stock we may issue, which may include voting rights and rights to convert such preferred stock into common stock. The issuance of preferred stock could delay or prevent a tender offer or change in control of the Company or reduce the possibility that a third party will attempt such a transaction, even if a tender offer or a change of control were in our stockholders’ interests or involved a premium price for our common stock or any class or series of our preferred stock, which could adversely affect the market price of our common stock and any such class or series of preferred stock.

Our charter and bylaws also provide that the number of directors may be established only by our board of directors, which prevents our stockholders from increasing the number of our directors and filling any vacancies created by such increase with their own nominees. The provisions of our bylaws discussed above under the captions “Special Meetings of Stockholders” and “Advance Notice of Director Nomination and New Business” require stockholders seeking to call a special meeting, nominate an individual for election as a director or propose other business at an annual or special meeting to comply with certain notice and information requirements. These provisions, alone or in combination, could make it more difficult for our stockholders to remove incumbent directors or fill vacancies on our board of directors with their own nominees and could delay or prevent a proxy contest, tender offer or change in control of the Company or reduce the possibility that a third party will attempt such a contest or transaction, even if a proxy contest, tender offer or a change of control were in our stockholders’ interests or involved a premium price for our common stock or any class or series of our preferred stock, which could adversely affect the market price of our common stock and any such class or series of preferred stock.

Indemnification of Officers and Directors.

The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from:

•actual receipt of an improper benefit or profit in money, property or services, or

•active and deliberate dishonesty established by a final judgment as being material to the cause of action.

Our charter contains such a provision which eliminates such liability to the maximum extent permitted by the MGCL.

Our charter authorizes us, and our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former director or officer who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or any individual who, while serving as one of our directors or officers and at our request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. Our charter and bylaws also permit us to indemnify and advance

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expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of ours or our predecessor.

The MGCL requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met.

Transfer Agent

The registrar and transfer agent for our common stock is Computershare Trust Company, N.A.

DESCRIPTION OF NOTES

The following description of each of the series of the notes and the indenture dated as of October 28, 1998 (the “Indenture”) between Realty Income and The Bank of New York Mellon Trust Company, N.A. (successor trustee to The Bank of New York), as trustee (the “Trustee”) pursuant to which the notes were issued is a summary and is not complete. These statements are qualified in their entirety by reference to the provisions of each respective series of the notes, the officers’ certificate establishing the form and terms of each respective series of the notes and the Indenture, including the definitions in the notes of each series and Indenture of certain terms, and which have been filed as exhibits to our most recent Annual Report on Form 10-K. The terms of the notes include those provisions contained in the Indenture and the officers’ certificates establishing the form and terms of each respective series of the notes (each, an “Officers’ Certificate”) and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The notes are subject to all those terms, and investors are referred to the Indenture, such officers' certificates and the TIA for a statement of those terms. Unless otherwise expressly stated or the context otherwise requires, all references to the “Company,” “Realty Income,” “our,” “we,” and “us” appearing under this caption “Description of Notes” mean Realty Income Corporation, a Maryland corporation, excluding its subsidiaries. Unless otherwise expressly stated or the context otherwise requires, references to “debt securities” under this caption “Description of Notes” include the notes, each of which are a separate series of our debt securities issued under the Indenture. Other capitalized terms used under this caption, but not otherwise defined, shall have the meanings given to them in the Indenture. Copies of the Indenture, the Officers’ Certificates and the form of notes have been filed or incorporated by reference as exhibits to our most recent Annual Report on Form 10-K or a subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by us with the SEC. You may obtain copies of any of those documents by visiting the SEC website at http://www.sec.gov.

General

We are permitted by the Indenture to issue our debt securities thereunder from time to time in one or more series. On October 1, 2020, we issued £400,000,000 aggregate principal amount of the 2030 notes as a new, separate series of our debt securities under the Indenture. On July 8, 2021, we issued £400 aggregate principal amount of the July 2027 notes and £350 aggregate principal amount of the 2033 notes, each as a new, separate series of our debt securities under the Indenture. On January 11, 2022, we issued £250 aggregate principal amount of the January 2027 notes and £250 aggregate principal amount of the 2042 notes, each as new, separate series of our debt securities under the Indenture. The Indenture does not limit the amount of debt securities that we may issue under the Indenture, and we may from time to time issue debt securities in one or more series up to the aggregate amount authorized by us for each series. We may, without the consent of the holders of the notes, re-open this series of notes and issue additional notes of this series under the Indenture in addition to the notes

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previously issued, and any such additional notes shall be part of the same series of debt securities under the Indenture as this series of notes.

The notes have been issued in fully registered form, without interest coupons, in denominations of £100,000 and integral multiples of £1,000 in excess thereof. The notes are denominated in GBP (as defined below). The principal of, and premium, if any, and interest on, and Additional Amounts (as defined below), if any, in respect of, the notes are payable in GBP, except under the circumstances described below under “-Issuance in GBP” and “-Discharge, Defeasance and Covenant Defeasance of the Notes.” The notes are evidenced by one or more global notes (collectively, the “Global Note”) in book-entry form, except under the limited circumstances described below under “-Certificated Notes.” The Global Note is registered in the name of a nominee of, and deposited with or on behalf of, a common depositary (the “common depositary”) for Euroclear Bank SA/NV (“Euroclear”, which term includes any successor securities clearing agency thereto) and Clearstream Banking S.A. (“Clearstream”, which term includes any successor securities clearing agency thereto). Except in the limited circumstances described below under “-Certificated Notes”, owners of beneficial interests in the Global Note are not entitled to have notes registered in their names and do not receive and are not entitled to receive notes in definitive certificated form.

For purposes of the notes, unless otherwise expressly stated under this caption “Description of Notes,” (i) a “Business Day” means any day, other than a Saturday or a Sunday, that is not a day on which banking institutions in The City of New York or in London, England are authorized or required by law, regulation or executive order to close, (ii) “sterling,” “£” and “GBP” mean the lawful currency of the United Kingdom and (iii) “U.S. dollars,” “USD” and “$” mean United States dollars.

Reference is made to the section titled “-Certain Covenants” below for a description of certain covenants applicable to the notes of each series. Compliance with these covenants generally may be waived, insofar as concerns the notes of each series, if the holders of a majority in principal amount of the outstanding notes of each series consent to such waiver.

Except to the limited extent described under “-Merger, Consolidation or Sale of Assets” or “-Certain Covenants” below, the Indenture does not contain any provisions that would afford holders of the notes protection in the event of (1) a highly leveraged or similar transaction involving Realty Income, (2) a change of control or management of Realty Income, or (3) a reorganization, restructuring, merger or similar transaction involving Realty Income that may adversely affect the holders of the notes. In addition, subject to compliance with the covenants set forth under “-Certain Covenants” below and, if applicable, covenants in other debt instruments and the covenant set forth under “-Merger, Consolidation or Sale of Assets” below, Realty Income may, in the future, enter into certain transactions such as the sale of all or substantially all of its assets or the merger or consolidation of Realty Income with another entity that could substantially increase the amount of Realty Income’s indebtedness or substantially reduce Realty Income’s assets, which may have an adverse effect on Realty Income’s ability to service its indebtedness, including the notes.

Paying Agent and Transfer Agent

The Bank of New York Mellon, London Branch, acts as the paying agent for the notes of each series. The Bank of New York Mellon Trust Company, N.A. acts as the trustee and the transfer agent for the notes of each series. We may change any paying agent or transfer agent and appoint additional paying agents and transfer agents with respect to the notes of either series, so long as we at all times maintain a paying agent for the notes of such series in London, England and a transfer agent for the notes of such series in Chicago, Illinois.

Issuance in GBP

Investors that purchased the notes were required to pay for those notes in GBP.

Except as described in the next paragraph and in the proviso to this sentence, all payments of principal of, and premium, if any, and interest on, and Additional Amounts, if any, in respect of, the notes must be made in GBP; provided that if GBP is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control, then all payments in respect of the notes of each series will be made in U.S. dollars until GBP is again available to us. In such circumstances, the amount payable on any date in GBP will be converted into U.S. dollars at the rate mandated by the Board of Governors of the U.S. Federal Reserve System (or any successor thereto) as of the close of business on the second Business Day prior to the relevant payment date or, if the Board of Governors of the U.S. Federal Reserve System (or any successor thereto) has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/GBP exchange rate published in The Wall Street Journal (or any successor thereto) on or prior to the second Business Day, prior to the relevant payment date. Any payment in respect of the notes of each series so made in U.S. dollars under such circumstances will not constitute an event of default (as defined;

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see “-Events of Default” below) with respect to the notes of each series under the Indenture. Neither the Trustee nor the paying agent shall have any responsibility for any calculation or conversion in connection with the foregoing.

See “-Discharge, Defeasance and Covenant Defeasance of the Notes” below for a discussion of certain other circumstances (which would apply only after we effected defeasance or covenant defeasance of the notes of the applicable series) under which the notes of such series could be payable in a currency other than GBP.

Ranking

The notes are our senior unsecured obligations and rank equally in right of payment with all of our other existing and future senior unsecured indebtedness. The notes are our obligations exclusively, however, and are not the obligations of, and are not guaranteed by, any of our subsidiaries, nor are any of our subsidiaries required to provide funds to us, whether by dividend, loan or otherwise, to make payments on the notes. The notes are therefore effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of our subsidiaries from time to time outstanding, including any guarantees of our indebtedness by any of our subsidiaries, and are also subordinated in right of payment to all existing and future secured indebtedness of us and our subsidiaries to the extent of the value of the collateral pledged as security therefor. As a result of the our merger (the “Merger”) with VEREIT, Inc. (“VEREIT”), our subsidiary, Rams MD Subsidiary I, Inc. (“Merger Sub I” and which is the successor to VEREIT pursuant to the Merger) and VEREIT Operating Partnership L.P. (“VEREIT OP”) (which became our subsidiary as a result of the Merger) have guaranteed our $3.0 billion revolving credit facility, our $250.0 million term loan facility and all £315 million aggregate principal amount of our outstanding privately placed Sterling notes, as well as all amounts payable by us under all swaps or other derivative contracts we from time to time enter into with the lenders under those credit facilities or their affiliates. As a result, the notes are effectively subordinated in right of payment to all of our borrowings and other amounts payable by us under our revolving credit facility, term loan facility and privately placed Sterling notes and such swaps and other derivative contracts to the extent of the amounts available pursuant to the guarantees provided by VEREIT OP and Merger Sub I, and the notes are also effectively subordinated in right of payment to those guarantees. We expect to effectuate the release of all of these guarantees, although there can be no assurance we will be successful in doing so. In addition, our revolving credit facility, term loan facility and privately placed Sterling notes permit the guarantees provided by VEREIT OP and Merger Sub I to be released when all of the outstanding VEREIT OP Notes, which currently total $39.1 million, cease to be outstanding, so long as we are not otherwise required by the terms of those facilities and notes to keep those guarantees in place. Our revolving credit facility, term loan facility and privately placed Sterling notes include other provisions that, under specified circumstances, may in the future require subsidiaries of ours to guarantee those facilities and privately placed Sterling notes, and we may voluntarily cause any of our subsidiaries to become a guarantor under our revolving credit facility, term loan facility, privately placed Sterling notes or any other indebtedness of ours to the extent we consider appropriate to remain in compliance with certain covenants thereunder or for any other reasons. Although the Indenture and other debt instruments to which we are a party limit our ability and the ability of our subsidiaries to incur additional indebtedness, both we and our subsidiaries have the right to incur substantial additional secured and unsecured indebtedness.

Interest and Maturity

July 2027 Notes

The July 2027 notes mature on July 13, 2027. The July 2027 notes are not entitled to the benefit of any sinking fund payments. The July 2027 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the July 2027 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a July 2027 note is registered in the security register maintained by the registrar for the July 2027 notes.

The July 2027 notes bear interest at the rate of 1.125% per annum, accruing from July 13, 2021 or from the most recent July 2027 notes interest payment date (as defined below) to which interest has been paid on the July 2027 notes, payable annually in arrears on July 13 of each year (each, a “July 2027 notes interest payment date”), commencing July 13, 2022, to the persons in whose names the July 2027 notes are registered in the security register applicable to the July 2027 notes at the close of business on (i) in the case of July 2027 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable July 2027 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable July 2027 notes interest payment date (each, a “July 2027 notes regular record date”). Interest on the July 2027 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was

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paid on the July 2027 notes (or from and including July 13, 2021 if no interest has been paid on the July 2027 notes) to but excluding the next scheduled July 2027 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any July 2027 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a July 2027 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such July 2027 notes interest payment date, maturity date, redemption date or other date, as the case may be.

January 2027 Notes

The January 2027 notes mature on January 14, 2027. The January 2027 notes are not entitled to the benefit of any sinking fund payments. The January 2027 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the January 2027 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a January 2027 note is registered in the security register maintained by the registrar for the January 2027 notes.

The January 2027 notes bear interest at the rate of 1.875% per annum, accruing from January 14, 2022 or from the most recent January 2027 notes interest payment date (as defined below) to which interest has been paid on the January 2027 notes, payable annually in arrears on January 14 of each year (each, a “January 2027 notes interest payment date”), commencing January 14, 2023, to the persons in whose names the January 2027 notes are registered in the security register applicable to the January 2027 notes at the close of business on (i) in the case of January 2027 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable January 2027 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable January 2027 notes interest payment date (each, a “January 2027 notes regular record date”). Interest on the January 2027 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the January 2027 notes (or from and including January 14, 2022 if no interest has been paid on the January 2027 notes) to but excluding the next scheduled January 2027 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any January 2027 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a January 2027 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such January 2027 notes interest payment date, maturity date, redemption date or other date, as the case may be.

2030 Notes

The 2030 notes mature on December 15, 2030. The 2030 notes are not entitled to the benefit of any sinking fund payments. The 2030 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the 2030 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a 2030 note is registered in the security register maintained by the registrar for the 2030 notes.

The 2030 notes bear interest at the rate of 1.625% per annum, accruing from October 1, 2020 or from the most recent 2030 notes interest payment date (as defined below) to which interest has been paid on the 2030 notes, payable annually in arrears on December 15 of each year (each, a “2030 notes interest payment date”), commencing December 15, 2020, to the persons in whose names the 2030 notes are registered in the security register applicable to the 2030 notes at the close of business on (i) in the case of 2030 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable 2030 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable 2030 notes interest payment date (each, a “2030 notes regular record date”). Interest on the 2030 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the

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2030 notes (or from and including October 1, 2020 if no interest has been paid on the 2030 notes) to but excluding the next scheduled 2030 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any 2030 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a 2030 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such 2030 notes interest payment date, maturity date, redemption date or other date, as the case may be.

2033 Notes

The 2033 notes mature on July 13, 2033. The 2033 notes are not entitled to the benefit of any sinking fund payments. The 2033 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the 2033 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a 2033 note is registered in the security register maintained by the registrar for the 2033 notes.

The 2033 notes bear interest at the rate of 1.750% per annum, accruing from July 13, 2021 or from the most recent 2033 notes interest payment date (as defined below) to which interest has been paid on the 2033 notes, payable annually in arrears on July 13 of each year (each, a “2033 notes interest payment date”), commencing July 13, 2022, to the persons in whose names the 2033 notes are registered in the security register applicable to the 2033 notes at the close of business on (i) in the case of 2033 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable 2033 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable 2033 notes interest payment date (each, a “2033 notes regular record date”). Interest on the 2033 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2033 notes (or from and including July 13, 2021 if no interest has been paid on the 2033 notes) to but excluding the next scheduled 2033 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any 2033 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a 2033 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such 2033 notes interest payment date, maturity date, redemption date or other date, as the case may be.

2042 Notes

The 2042 notes mature on January 14, 2042. The 2042 notes are not entitled to the benefit of any sinking fund payments. The 2042 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the 2042 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a 2042 note is registered in the security register maintained by the registrar for the 2042 notes.

The 2042 notes bear interest at the rate of 2.500% per annum, accruing from January 14, 2022 or from the most recent 2042 notes interest payment date (as defined below) to which interest has been paid on the 2042 notes, payable annually in arrears on January 14 of each year (each, a “2042 notes interest payment date”), commencing January 14, 2023, to the persons in whose names the 2042 notes are registered in the security register applicable to the 2042 notes at the close of business on (i) in the case of 2042 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable 2042 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable 2042 notes interest payment date (each, a “2042 notes regular record date” and together with the July 2027 notes regular record date, the January 2027 notes regular record date, the 2030 notes regular record date and the 2033 notes regular record date, the “regular record dates”). Interest on the 2042 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2042 notes (or from and

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including January 14, 2022 if no interest has been paid on the 2042 notes) to but excluding the next scheduled 2042 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any 2042 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a 2042 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such 2042 notes interest payment date, maturity date, redemption date or other date, as the case may be.

Certain Covenants

The following covenants of Realty Income apply to the notes for the benefit of the holders of the notes:

Existence. Except as permitted under the heading below entitled “-Merger, Consolidation or Sale of Assets,” pursuant to the terms of the notes and the Indenture, Realty Income is required to do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, all material rights (by charter, bylaws and statute) and all material franchises; provided, however, that Realty Income shall not be required to preserve any right or franchise if its board of directors determines that the preservation thereof is no longer desirable in the conduct of its business.

Maintenance of Properties. Pursuant to the terms of the notes and the Indenture, Realty Income is required to cause all of its material properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will require Realty Income to cause to be made all necessary repairs, renewals, replacements, betterments and improvements to those properties, as in its judgment may be necessary so that the business carried on in connection with those properties may be properly and advantageously conducted at all times; provided, however, that Realty Income and its Subsidiaries shall not be prevented from selling or otherwise disposing of these properties for value in the ordinary course of business.

Insurance. Pursuant to the terms of the notes and the Indenture, Realty Income is required to, and to cause each of its Subsidiaries to, keep in force upon all of its and their properties and operations policies of insurance carried with responsible companies in such amounts and covering all risks as shall be customary in the industry in accordance with prevailing market conditions and availability.

Payment of Taxes and Other Claims. Pursuant to the terms of the notes and the Indenture, Realty Income is required to pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments and governmental charges levied or imposed on Realty Income or any of its Subsidiaries or upon the income, profits or property of Realty Income or any of its Subsidiaries and (b) all lawful claims for labor, materials and supplies that, if unpaid, might by law become a lien upon its property or the property of any Subsidiary; provided, however, that Realty Income is not required to pay or discharge or cause to be paid or discharged any tax, assessment, charge or claim the amount, applicability or validity of which Realty Income is contesting in good faith through appropriate proceedings.

Provisions of Financial Information. Whether or not Realty Income is subject to Section 13 or 15(d) of the Exchange Act, pursuant to the terms of the notes and the Indenture, Realty Income is required, within 15 days after each of the respective dates by which Realty Income would have been required to file annual reports, quarterly reports and other documents with the SEC if Realty Income was subject to those Sections of the Exchange Act to:

•transmit by mail to all holders of the notes, as their names and addresses appear in the register for the notes, without cost to the holders, copies of the annual reports, quarterly reports and other documents that Realty Income would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if Realty Income was subject to those Sections;

•file with the Trustee copies of the annual reports, quarterly reports and other documents that Realty Income would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if Realty Income was subject to those Sections; and

•supply promptly, upon written request and payment of the reasonable cost of duplication and delivery, copies of these documents to any prospective holder of the notes.

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For purposes of the foregoing covenants, the term “Subsidiary” means any other person of which more than 50% of (a) the equity or other ownership interests or (b) the total voting power of shares of capital stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees or general or managing partners thereof is at the time owned by Realty Income or one or more of its Subsidiaries or a combination thereof.

Limitation on Incurrence of Total Debt. Realty Income will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt, if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds therefrom on a pro forma basis, the aggregate principal amount of all outstanding Debt of Realty Income and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (1) Realty Income’s Total Assets as of the end of the latest fiscal quarter covered in Realty Income’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Securities and Exchange Commission (the “SEC”) (or, if such filing is not required under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt and (2) the increase, if any, in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets caused by the application of the proceeds of such additional Debt (such increase together with Realty Income’s Total Assets are referred to as the “Adjusted Total Assets”).

Limitation on Incurrence of Secured Debt. Realty Income will not, and will not permit any Subsidiary to, incur any Secured Debt, other than Intercompany Debt, if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds therefrom on a pro forma basis, the aggregate principal amount of all outstanding Secured Debt of Realty Income and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 40% of Realty Income’s Adjusted Total Assets.

Debt Service Coverage. Realty Income will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt, if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to 1.0, on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds therefrom, and calculated on the assumption that (1) such Debt and any other Debt incurred by Realty Income or any of its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period) had occurred on the first day of such period, (2) the repayment or retirement of any other Debt of Realty Income or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall be computed based upon the average daily balance of such Debt during such period), and (3) in the case of any acquisition or disposition by Realty Income or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition had occurred on the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entire such four-quarter period had been the applicable rate for the entire such period.

Maintenance of Total Unencumbered Assets. Realty Income will maintain at all times Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Unsecured Debt of Realty Income and its Subsidiaries, computed on a consolidated basis in accordance with GAAP.

As used herein:

“Annual Debt Service Charge” as of any date means the amount which is expensed in any 12-month period for interest on Debt of Realty Income and its Subsidiaries.

“Consolidated Income Available for Debt Service” for any period means Consolidated Net Income plus, without duplication, amounts which have been deducted in determining Consolidated Net Income during such period for (1) Consolidated Interest Expense, (2) provisions for taxes of Realty Income and its Subsidiaries based on income, (3) amortization (other than amortization of debt discount) and depreciation, (4) provisions for losses from sales or joint ventures, (5) provisions for impairment losses, (6) increases in deferred taxes and other non-cash charges, (7) charges resulting from a change in accounting principles, and (8) charges for early extinguishment of

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debt, and less, without duplication, amounts which have been added in determining Consolidated Net Income during such period for (a) provisions for gains from sales or joint ventures, and (b) decreases in deferred taxes and other non-cash items.

“Consolidated Interest Expense” for any period, and without duplication, means all interest (including the interest component of rentals on finance leases, letter of credit fees, commitment fees and other like financial charges) and all amortization of debt discount on all Debt (including, without limitation, payment-in-kind, zero coupon and other like securities) but excluding legal fees, title insurance charges, other out-of-pocket fees and expenses incurred in connection with the issuance of Debt and the amortization of any such debt issuance costs that are capitalized, all determined for Realty Income and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” for any period means the amount of consolidated net income (or loss) of Realty Income and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

“Debt” means any indebtedness of Realty Income or any Subsidiary, whether or not contingent, in respect of (1) money borrowed or evidenced by bonds, notes, debentures or similar instruments, (2) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance, trust deed, deed of trust, deed to secure debt, security agreement or any security interest existing on property owned by Realty Income or any Subsidiary, (3) letters of credit or amounts representing the balance deferred and unpaid of the purchase price of any property except any such balance that constitutes an accrued expense or trade payable or (4) any lease of property by Realty Income or any Subsidiary as lessee that is reflected on Realty Income’s consolidated balance sheet as a finance lease or as indebtedness in accordance with GAAP, in the case of items of indebtedness under (1) through (3) above to the extent that any such items (other than letters of credit) would appear as liabilities on Realty Income’s consolidated balance sheet in accordance with GAAP, and also includes, to the extent not otherwise included, any obligation of Realty Income or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), indebtedness of another person (other than Realty Income or any Subsidiary) of the type referred to in (1), (2), (3) or (4) above (it being understood that Debt shall be deemed to be incurred by Realty Income or any Subsidiary whenever Realty Income or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof).

“Executive Group” means, collectively, those individuals holding the offices of Chairman, Vice Chairman, Chief Executive Officer, President, Chief Operating Officer, or any Vice President of Realty Income.

“GAAP” means generally accepted accounting principles, as in effect from time to time, as used in the United States applied on a consistent basis.

“Intercompany Debt” means indebtedness owed by Realty Income or any Subsidiary solely to Realty Income or any Subsidiary.

“Secured Debt” means Debt secured by any mortgage, lien, charge, encumbrance, trust deed, deed of trust, deed to secure debt, security agreement, pledge, conditional sale or other title retention agreement, finance lease, or other security interest or agreement granting or conveying security title to or a security interest in real property or other tangible assets.

“Subsidiary” means (except as expressly provided above) (1) any corporation, partnership, joint venture, limited liability company or other entity the majority of the shares, if any, of the non-voting capital stock or other equivalent ownership interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by Realty Income, and the majority of the shares of the voting capital stock or other equivalent ownership interests of which (except for directors’ qualifying shares) are at the time directly or indirectly owned by Realty Income, any other Subsidiary or Subsidiaries, and/or one or more individuals of the Executive Group (or, in the event of death or disability of any of such individuals, his/her respective legal representative(s), or such individuals’ successors in office as an officer of Realty Income), and (2) any other entity the accounts of which are consolidated with the accounts of Realty Income. This definition of "Subsidiary" shall also be applicable with respect to the usage of such term in the provisions described under the caption "-Merger, Consolidation or Sale of Assets."

“Total Assets” as of any date means the sum of (1) Undepreciated Real Estate Assets and (2) all other assets of Realty Income and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding accounts receivable and intangibles).

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“Total Unencumbered Assets” as of any date means Total Assets minus the value of any properties of Realty Income and its Subsidiaries that are encumbered by any mortgage, charge, pledge, lien, security interest, trust deed, deed of trust, deed to secure debt, security agreement, or other encumbrance of any kind (other than those relating to Intercompany Debt), including the value of any stock of any Subsidiary that is so encumbered, determined on a consolidated basis in accordance with GAAP; provided, however, that, in determining Total Unencumbered Assets as a percentage of outstanding Unsecured Debt for purposes of the covenant set forth above under “-Maintenance of Total Unencumbered Assets,” all investments in any person that is not consolidated with Realty Income for financial reporting purposes in accordance with GAAP shall be excluded from Total Unencumbered Assets to the extent that such investment would otherwise have been included. For purposes of this definition, the value of each property shall be equal to the purchase price or cost of each such property and the value of any stock subject to any encumbrance shall be determined by reference to the value of the properties owned by the issuer of such stock as aforesaid.

“Undepreciated Real Estate Assets” as of any date means the amount of real estate assets of Realty Income and its Subsidiaries on such date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP.

“Unsecured Debt” means Debt of Realty Income or any Subsidiary that is not Secured Debt.

Optional Redemption

July 2027 Notes

Prior to May 13, 2027 (the “July 2027 Par Call Date”), the July 2027 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a)100% of the principal amount of the July 2027 notes to be redeemed, and

(b)the sum of the present values of the remaining scheduled payments of principal of and interest on the July 2027 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the July 2027 notes matured and that accrued and unpaid interest on the July 2027 notes was payable on the July 2027 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 15 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the July 2027 notes being redeemed to such redemption date.

January 2027 Notes

Prior to October 14, 2026 (the “January 2027 Par Call Date”), the January 2027 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a)100% of the principal amount of the January 2027 notes to be redeemed, and

(b)the sum of the present values of the remaining scheduled payments of principal of and interest on the January 2027 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the January 2027 notes matured and that accrued and unpaid interest on the January 2027 notes was payable on the January 2027 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 15 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the January 2027 notes being redeemed to such redemption date.

2030 Notes

Prior to September 15, 2030 (the “2030 Par Call Date”), the 2030 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a)100% of the principal amount of the 2030 notes to be redeemed, and

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(b)the sum of the present values of the remaining scheduled payments of principal of and interest on the 2030 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the 2030 notes matured and that accrued and unpaid interest on the 2030 notes was payable on the 2030 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 25 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the 2030 notes being redeemed to such redemption date.

2033 Notes

Prior to April 13, 2033 (the “2033 Par Call Date”), the 2033 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the 2033 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2033 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the 2033 notes matured and that accrued and unpaid interest on the 2033 notes was payable on the 2033 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 20 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the 2033 notes being redeemed to such redemption date.

2042 Notes

Prior to July 14, 2041 (the “2042 Par Call Date”, together with the July 2027 Par Call Date, the January 2027 Par Call Date, the 2030 Par Call Date, the 2033 Par Call Date, and the 2042 Par Call Date, the "Par Call Date"), the 2042 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the 2042 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2042 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the 2042 notes matured and that accrued and unpaid interest on the 2042 notes was payable on the 2042 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 20 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the 2042 notes being redeemed to such redemption date.

On and after the applicable Par Call Date, the notes of such series are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to 100% of the principal amount of the notes of the applicable series to be redeemed, plus accrued and unpaid interest on the principal amount of the notes of such series being redeemed to the applicable redemption date.

Notwithstanding the foregoing, installments of interest on notes of each series that are due and payable on an interest payment date for the notes of such series falling on or prior to a redemption date for the notes of such series will be payable to the persons who were the Holders of the notes of such series (or one or more predecessor notes of such series) registered as such at the close of business on the relevant regular record date for the notes of such series according to their terms and the provisions of the Indenture.

“Comparable Government Bond Rate” means, with respect to any redemption date for the notes of any series, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the notes of such series to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by Realty Income.

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“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by Realty Income, a United Kingdom government bond whose maturity is closest to the applicable Par Call Date or, if such independent investment bank in its discretion determines that such similar bond is not in issue, such other United Kingdom government bond as such independent investment bank may, with the advice of the three brokers of, and/or market makers in, United Kingdom government bonds selected by Realty Income, determine to be appropriate for determining the Comparable Government Bond Rate.

Notice of any such redemption of the notes of any series shall be given to the Holders of the notes of such series called for redemption, and, if less than all the outstanding notes of any series are to be redeemed, the notes of such series to be redeemed shall be selected, as described below under “-Notice of Redemption.”

Unless Realty Income defaults in payment of the redemption price for the notes of any series, on and after any redemption date for the notes of such series interest will cease to accrue on the notes of such series or portions thereof called for redemption.

Redemption for Changes in Taxes

If (1)(a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) or treaties of the United States (as defined below) or any political subdivision or taxing authority thereof or therein having power to tax (each, a “Relevant Taxing Jurisdiction”), or any change in, or amendment to, any official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change or amendment becomes effective on or after the issuance dates of each series of notes, as applicable, Realty Income becomes or will become obligated to pay any Additional Amounts (as defined under “-Payment of Additional Amounts” below) in respect of the notes of any series or (b) any act is taken by a Relevant Taxing Jurisdiction on or after the issuance dates of each series of notes, as applicable, whether or not such act is taken with respect to Realty Income or any affiliate of Realty Income, that results in a substantial probability that Realty Income will or may be required to pay any Additional Amounts in respect of the notes of any series, and (2) Realty Income determines, in its business judgment, that the obligation to pay Additional Amounts in respect of the notes of such series cannot be avoided by taking reasonable measures available to it, including by making payments through a different paying agent (provided that such reasonable measures do not include substitution of another entity as the obligor under the notes of such series), then Realty Income may, at its option, redeem the notes of such series, in whole but not in part, at a redemption price equal to 100% of the principal amount of the notes of such series, plus accrued and unpaid interest on the notes of such series to the applicable redemption date. Notwithstanding the forgoing provisions of this paragraph, installments of interest on notes of any series that are due and payable on an interest payment date for the notes of such series falling on or prior to a redemption date for the notes of such series will be payable to the persons who were the Holders of the notes of such series (or one or more predecessor notes of such series) registered as such at the close of business on the relevant regular record date for the notes of such series according to their terms and the provisions of the Indenture. No redemption of the notes of any series pursuant to this paragraph may be made unless Realty Income has received a written opinion of independent counsel to the effect that, as a result of such change or amendment Realty Income has become or will become obligated to pay, or that such act taken by a Relevant Taxing Jurisdiction has resulted in a substantial probability that Realty Income will or may be required to pay, any Additional Amounts in respect of the notes of such series, and Realty Income shall have delivered to the Trustee such legal opinion together with an officers’ certificates stating that, based on such opinion, Realty Income is entitled to redeem the notes of such series pursuant to the provisions described in this paragraph and the other provisions of the notes of such series and the Indenture.

The Trustee shall be entitled to rely on such officers’ certificates and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders of the notes of the applicable series.

Notice of any such redemption will be given to the Holders of the notes of the applicable series as described below under “-Notice of Redemption.”

Unless Realty Income defaults in payment of the redemption price for the notes of any series, on and after the redemption date for the notes of such series interest will cease to accrue on the notes of such series called for redemption.

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As used in under this caption “-Redemption for Changes In Taxes” and under the caption “-Payment of Additional Amounts” below the term “United States” means the United States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

Notice of Redemption

Notice of any redemption of the notes of any series by Realty Income will be transmitted at least 15 days but not more than 60 days before the applicable redemption date to each Holder of notes of such series to be redeemed. If less than all of the outstanding notes of any series (including, without limitation, any outstanding notes of such series issued upon a re-opening of such series) are to be redeemed, the notes of such series to be redeemed shall be selected, so long as the notes of such series are in book-entry form, in accordance with the applicable procedures of Clearstream, Euroclear or the common depositary, as applicable, or if the notes of such series are issued in definitive certificated form under the limited circumstances described below under “-Certificated Notes,” by such method as the Trustee shall deem fair and appropriate; provided that no note of such series shall be redeemed in part unless the remaining principal amount of such note is £100,000 or an integral multiple of £1,000 in excess thereof.

Payment of Additional Amounts

All payments of principal of and premium, if any, and interest on the notes of each series will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, assessment or other governmental charge of whatsoever nature (collectively, “Taxes”) imposed by any Relevant Taxing Jurisdiction, unless the withholding or deduction of such Taxes is required by law or the official interpretation or administration thereof.

In the event that any withholding or deduction from or on any payments on or in respect of the notes of any series for or on account of any Taxes is required by a Relevant Taxing Jurisdiction, Realty Income will, subject to the exceptions and limitations set forth below, pay, as additional interest on the notes of such series, such additional amounts (“Additional Amounts”) as will result in receipt by each holder of a note of such series that is not a United States Person (as defined below) of such amounts (after all such withholding or deduction, including from or on any Additional Amounts) as would have been received by such holder had no such withholding or deduction been required. Realty Income will not be required, however, to make any payment of Additional Amounts in respect of the notes of any series for or on account of:

(1) any Taxes that are imposed or withheld by reason of a holder of the notes of such series (or the beneficial owner for whose benefit such holder holds such note) (or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder) being considered as:

a) being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

(b) having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

(c) being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax;

(d) being or having been a “10 percent shareholder” of Realty Income within the meaning of section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision;

(e) being a controlled foreign corporation that is related to us within the meaning of Section 864(d)(4) of the Code or any successor provision; or

(f) being or having been a bank receiving interest described in section 881(c)(3)(A) of the Code or any successor provision;

(2) any holder that is not the sole beneficial owner of the note of such series, or a portion thereof, or that is a fiduciary, limited liability company or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership or limited liability company would not have been

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entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

(3) any Taxes that are imposed or withheld by reason of the failure to (a) comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction of the holder or beneficial owner of such note of such series, if compliance is required by statute or by regulation of the Relevant Taxing Jurisdiction as a precondition to relief or exemption from such Taxes (including the submission, if applicable, of a United States Internal Revenue Service (“IRS”) Form W-8 (with any required attachments)) or (b) comply with any information gathering and reporting requirements or to take any similar action (including entering into any agreement with the IRS), in each case, that are required to obtain the maximum available exemption from withholding by a Relevant Taxing Jurisdiction that is available to payments received by or on behalf of the holder or beneficial owner;

(4) any Taxes that are imposed otherwise than by withholding from the payment;

(5) any Taxes that are imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

(6) any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

(7) any Taxes required to be withheld by any paying agent from any payment of principal of, or premium, if any, or interest on, any note of such series, if such payment can be made without such withholding by any other paying agent;

(8) any Taxes that are imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of such notes of such series for payment on a date more than 30 days after the date on which such payment became due and payable, except to the extent that the holder or beneficial owner thereof would have been entitled to Additional Amounts had the notes been presented for payment on any date during such 30-day period;

(9) any backup withholding or any Taxes imposed under Sections 1471 through 1474 of the Code (or any successor provisions thereto), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code (or any successor provision thereto), or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code (or any successor thereto); or

(10) any combination of any items (1) through (9).

The notes of each series are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided under this heading “-Payment of Additional Amounts,” Realty Income shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein on any payment of principal of, premium, if any, or interest on, or Additional Amounts in respect of, the notes of any series.

If Realty Income becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the notes of any series, Realty Income will deliver to the Trustee and each paying agent for the notes of such series on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises less than 30 days prior to that payment date, in which case Realty Income shall notify the Trustee and each paying agent promptly after Realty Income becomes aware that such obligation has arisen) an officers’ certificates stating the fact that Additional Amounts will be payable and the amount to be so payable. The officers’ certificates must also set forth any other information reasonably necessary to enable the paying agents to pay such Additional Amounts to Holders on the relevant payment date. The Trustee and each paying agent shall be entitled to rely solely on such officers’ certificates as conclusive proof that such payments are necessary.

As used under this caption “-Payment of Additional Amounts,” the term “United States Person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation,

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partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States Person under any applicable U.S. Treasury Regulations), any estate the income of which is subject to United States federal income taxation regardless of its source, or any trust if a court within the United States is able to exercise primary supervision over the administration of the trust or one or more United States fiduciaries have the authority to control all substantial decisions of the trust; and the term “United States” shall have the meaning set forth above under “-Redemption for Changes in Taxes.”

Whenever there is mentioned, in any context (except as otherwise provided in the proviso to this sentence), under this caption “Description of Notes,” the payment of principal of, or premium, if any, or interest on, or in respect of, any note of any series, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms of the notes of such series or the Indenture, and express mention of the payment of Additional Amounts anywhere under such captions shall not be construed as excluding Additional Amounts elsewhere under such captions where such express mention is not made; provided that, notwithstanding the foregoing and also notwithstanding anything in the Indenture to the contrary, the references to “principal” and “premium” appearing in clause (2) of the first paragraph under the caption “-Events of Default, Notice and Waiver” below shall not include any Additional Amounts that may be payable in respect of the principal of or premium, if any, on the notes of any series. Because, as described above, all Additional Amounts, if any, payable in respect of the notes of any series will be treated as additional interest on the notes of such series, the proviso to the foregoing sentence means that, for purposes of determining whether an event of default has occurred with respect to the notes of such series, any failure by us to pay any Additional Amounts that are payable in respect of the notes of such series when due will be entitled to the same 30 day grace period to which a failure to pay interest on the notes of such series when due would be entitled as described in clause (1) of the first paragraph under the caption “-Events of Default, Notice and Waiver” below. As a result, any failure by us to pay Additional Amounts in respect of the notes of any series (including, without limitation, Additional Amounts payable in respect of principal of or premium, if any, on the notes of such series) when due will not be an event of default with respect to the notes of such series under the Indenture unless that default continues for 30 days.

Notwithstanding any discharge, defeasance or covenant defeasance of the notes of any series or the Indenture as described under “-Discharge, Defeasance and Covenant Defeasance” below, the provisions described under this caption “-Payment of Additional Amounts” shall survive any such discharge, defeasance or covenant defeasance, as the case may be, and remain in full force and effect and shall also survive any transfer by a Holder or beneficial owner of its notes of such series or its beneficial interest in the Global Note of such series.

Discharge, Defeasance and Covenant Defeasance

Upon our request the Indenture shall cease to be of further effect with respect to the notes of any series (except as to certain limited provisions of the Indenture which shall survive) when either (a) all of the notes of such series have been delivered to the trustee for cancellation or (b) all of the notes of such series have become due and payable or will become due and payable within one year (or are scheduled for redemption within one year) and we have irrevocably deposited with the applicable trustee, in trust, funds in the currency or currencies, currency unit or units or composite currency or currencies in which the notes of such series are payable an amount sufficient to pay the entire indebtedness on the notes of such series in respect of principal (and premium, if any) and interest to the date of the deposit (if the notes have become due and payable) or to the stated maturity or redemption date, as the case may be.

The Indenture provides that we may elect either to:

•defease and be discharged from any and all obligations with respect to the notes (except for the obligation, if any, to pay additional amounts in respect of certain taxes imposed on non-U.S. holders of the notes and the obligations to register the transfer or exchange of the notes, to replace temporary or mutilated, destroyed, lost or stolen notes, to maintain an office or agency in respect of the notes and to hold money for payment in trust) (“defeasance”); or

•be released from our obligations with respect to certain covenants applicable to the notes under the Indenture (including, subject to a limited exception, with respect to Realty Income's obligation to preserve and keep in full force and effect its corporate existence, the covenants described under “-Certain Covenants”), and any omission to comply with these obligations shall not constitute a default or an event of default with respect to the notes (“covenant defeasance”),

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in either case upon our irrevocable deposit with the applicable trustee, in trust, of an amount, in the currency or currencies, currency unit or units or composite currency or currencies in which the notes are payable at stated maturity, or Government Obligations (as defined below), or both, applicable to the notes that through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of (and premium, if any) and interest on the notes, and any mandatory sinking fund or analogous payments on the notes, on the scheduled due dates.

A trust may only be established if, among other things, we have delivered to the applicable trustee an opinion of counsel (as specified in the Indenture) to the effect that the holders of the notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance or covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance or covenant defeasance had not occurred. Additionally, in the case of defeasance, an opinion of counsel must refer to and be based on a ruling of the Internal Revenue Service (the “IRS”) or a change in applicable United States federal income tax law occurring after the date of the Indenture. In the event of defeasance, the holders of the notes will thereafter be able to look only to the trust fund for payment of principal (and premium, if any) and interest.

“Government Obligations” means securities that are (a) direct obligations of the United States of America or the government which issued the foreign currency in which the notes are payable, for the payment of which its full faith and credit is pledged, or (b) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America or the government which issued the foreign currency in which the notes are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or the other government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any Government Obligation or a specific payment of interest on or principal of any Government Obligation held by a custodian for the account of the holder of a depository receipt; provided, however, that (except as required by law) the custodian is not authorized to make any deduction from the amount payable to the holder of the depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by the depository receipt.

If, after we have deposited funds and/or Government Obligations to effect defeasance or covenant defeasance with respect to the notes:

•the holder of any note is entitled to, and does, elect pursuant to the Indenture or the terms of the note to receive payment in a currency, currency unit or composite currency other than that in which the deposit has been made in respect of that note, or

•a Conversion Event (as defined below) occurs in respect of the currency, currency unit or composite currency in which the deposit has been made, then the indebtedness represented by that note will be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any) and interest on that note as they become due out of the proceeds yielded by converting the amount or other property so deposited in respect of that note into the currency, currency unit or composite currency in which that note becomes payable as a result of the election or Conversion Event based on the applicable market exchange rate in effect on the second business day prior to each payment date. “Conversion Event” means the cessation of use of:

•a currency, currency unit or composite currency both by the government of the country which issued the currency and for the settlement of transactions by a central bank or other public institution of or within the international banking community; or

•any currency unit or composite currency for the purposes for which it was established.

In the event we effect a covenant defeasance with respect to the notes and the notes are declared due and payable because of the occurrence of any event of default, other than an event of default due to a breach of any of the covenants as to which there has been covenant defeasance (which covenants would no longer be applicable to the notes as a result of such covenant defeasance), the cash and Government Obligations on deposit with the applicable trustee may not be sufficient to pay amounts due on the notes at the time of the acceleration resulting

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from the event of default. We would, however, remain obligated to make payment of the amounts due at the time of acceleration.

Notwithstanding the foregoing, our obligation to pay Additional Amounts on the notes pursuant to the provisions described above under “-Payment of Additional Amounts” shall survive any such discharge, defeasance or covenant defeasance and remain in full force and effect. In addition, covenant defeasance will be applicable, insofar as concerns the notes, with respect to the covenants described under “-Certain Covenants” (except the covenant requiring Realty Income to preserve and keep in full force and effect its corporate existence).

Events of Default, Notice and Waiver

The following events are “events of default” pursuant to the terms of the notes and the Indenture:

(1) default for 30 days in the payment of any installment of interest on any of the notes;

(2) default in the payment of the principal of (or premium, if any, on) any of the notes when due, whether at stated maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise;

(3) default in the deposit of any sinking fund payment, when and as due by the terms of any of the notes;

(4) default in the performance of any of our other covenants contained in the Indenture or in the notes (other than any covenant added to the Indenture solely for the benefit of a series of debt securities issued thereunder other than the notes), which continues for 60 days after written notice is given to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of the notes;

(5) default under any bond, debenture, note or other evidence of indebtedness for money borrowed by us or any of our Subsidiaries (including obligations under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles, but not including any indebtedness or obligations for which recourse is limited to property purchased) in an aggregate principal amount in excess of $25,000,000 or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by us or any of our Subsidiaries (including such leases, but not including such indebtedness or obligations for which recourse is limited to property purchased) in an aggregate principal amount in excess of $25,000,000, whether the indebtedness exists at the date of the relevant indenture or shall thereafter be created, which default shall have resulted in the indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable or which default shall have resulted in the obligation being accelerated, without the acceleration having been rescinded or annulled; or

(6) certain events of bankruptcy, insolvency or reorganization with respect to us or any of our Significant Subsidiaries.

The term “Significant Subsidiary” as used above has the meaning ascribed to the term in Rule 1-02 of Regulation S-X promulgated under the Securities Act, as the Regulation was in effect on January 1, 1996.

If an event of default with respect to the notes of any series occurs and is continuing, then the Trustee or the holders of not less than 25% in principal amount of the notes of such series may declare the principal amount of all the notes to be due and payable immediately by written notice thereof to us (and to the Trustee if given by the holders). However, at any time after the declaration of acceleration with respect to the notes of such series has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of not less than a majority of the principal amount of the outstanding notes, as applicable, may rescind and annul the declaration and its consequences if:

•we shall have deposited with the applicable trustee all required payments of the principal of (and premium, if any) and interest on the notes (other than principal that has become due solely as a result of the acceleration), plus certain fees, expenses, disbursements and advances of the applicable trustee; and

•all events of default, other than the nonpayment of accelerated principal (or specified portion thereof), premium, if any, and interest with respect to the notes, have been cured or waived as provided in the indenture.

The holders of not less than a majority in principal amount of the outstanding notes of such series may waive any past default with respect to the notes of such series and its consequences, except:

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•a default in the payment of the principal of (or premium, if any) or interest on any of the notes; or

•a default in respect of a covenant or provision contained in the Indenture that cannot be modified or amended without the consent of the holder of each outstanding note affected by the default.

The Trustee must give notice of a default under the Indenture to the holders of the notes within 90 days unless the default shall have been cured or waived, subject to certain exceptions; provided, however, that the Trustee may withhold notice to the holders of the notes of any default with respect to the notes (except a default in the payment of the principal of (or premium, if any) or interest on any of the notes or in the payment of any sinking fund installment in respect of any of the notes) if specified Responsible Officers of the Trustee consider a withholding to be in those holders’ interest.

No holders of the notes may institute any proceedings, judicial or otherwise, with respect to the Indenture or for any remedy thereunder, except in the case of failure of the Trustee, for 60 days, to act after it has received a written request to institute proceedings in respect of an event of default from the holders of not less than 25% in principal amount of the outstanding notes, as well as an offer of indemnity reasonably satisfactory to it, and no direction inconsistent with the written request has been given to the Trustee during the 60-day period by holders of a majority in principal amount of the outstanding notes. This provision will not prevent, however, any holder of notes from instituting suit for the enforcement of payment of the principal of (and premium, if any) and interest on those notes at the respective due dates thereof.

Subject to provisions in the TIA relating to its duties in case of default, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any holders of the notes, unless those holders shall have offered to the Trustee reasonable security or indemnity. The holders of not less than a majority in principal amount of the outstanding notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the direction shall not conflict with any rule of law or the Indenture, and provided further that the Trustee may refuse to follow any direction that may involve the Trustee in personal liability or that may be unduly prejudicial to the holders of the notes not joining in the direction to the Trustee.

Within 120 days after the close of each fiscal year, we are required to deliver to the Trustee a certificate, signed by one of several specified officers, stating whether or not the officer has knowledge of any default under the Indenture and, if so, specifying each default and the nature and status thereof.

As described above under “-Payments of Additional Amounts,” because all Additional Amounts, if any, payable in respect to the notes of any series will be treated as additional interest on the notes of such series, any failure by us to pay Additional Amounts in respect to the notes of such series when due will be entitled to the same 30 day grace period to which a failure to pay interest on the notes of such series when due would be entitled as described in clause (1) of the first paragraph under this caption “-Events of Default, Notice and Waiver.” As a result, any failure by us to pay Additional Amounts in respect of the notes of any series (including, without limitation, Additional Amounts payable in respect of principal of or premium, if any, on the notes of any series) when due will not be an event of default with respect to the notes of such series under the Indenture unless that default continues for 30 days. For additional information, see “-Payment of Additional Amounts” above.

Modification of the Indenture

Modifications and amendments of the Indenture will be permitted with the consent of the holders of not less than a majority in principal amount of all outstanding debt securities of each series issued under the Indenture, including the notes, affected by the modification or amendment; provided, however, that no modification or amendment may, without the consent of the holder of each debt security affected thereby:

•change the stated maturity of the principal of, or any installment of principal of, or interest (or premium, if any) on any debt security, including the notes;

•reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of any debt security, including the notes, or reduce the amount of principal of an Original Issue Discount Security that would be due and payable upon declaration of acceleration of the maturity of the Original Issue Discount Security or would be provable in bankruptcy, or adversely affect any right of repayment at the option of the holder of any debt security (or reduce the amount of premium payable upon any repayment);

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•change the place of payment, or the coin or currency, for payment of principal of (or premium, if any) or interest on any debt security, including the notes;

•impair the right to institute suit for the enforcement of any payment on or with respect to any debt security, including the notes, when due;

•reduce the above-stated percentage of outstanding debt securities of any series, including the notes, necessary to modify or amend the Indenture to waive compliance with certain provisions of the Indenture or certain defaults and consequences under the Indenture or to reduce the quorum or voting requirements set forth in the Indenture; or

•modify any of the foregoing provisions or any of the provisions relating to the waiver of certain past defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the holder of each outstanding debt security affected thereby.

The holders of a majority in aggregate principal amount of the outstanding notes may, on behalf of all holders of the notes, waive (insofar as that series is concerned) our compliance with certain restrictive covenants in the Indenture with respect to the notes.

We, along with the Trustee, shall be permitted to modify and amend the Indenture without the consent of any holder of debt securities, in each case, including the notes, for any of the following purposes:

•to evidence the succession of another person to our obligations under the Indenture;

•to add to our covenants for the benefit of the holders of all or any series of debt securities or to surrender any right or power conferred upon us in the Indenture;

•to add events of default for the benefit of the holders of all or any series of debt securities;

•to add or change any provisions of the indenture to provide that debt securities in bearer form may be registerable as to principal or to change or eliminate any restrictions on the payment of principal of or any premium or interest on debt securities in bearer form or to make certain other provisions relating to debt securities in bearer form, provided that such action shall not adversely affect the interests of the holders of the debt securities of any series in any material respect;

•to change or eliminate any provisions of the Indenture, provided that any such change or elimination does not apply to any outstanding debt securities of a series created prior to the date of the amendment or supplement that are entitled to the benefit of that provision;

•to secure the debt securities;

•to establish the form or terms of debt securities of any series, including the provisions and procedures, if applicable, for the conversion of debt securities into common stock or preferred stock;

•to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee;

•to cure any ambiguity or to correct any defect or inconsistency in the Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture which shall not be inconsistent with the provisions of the indenture, provided, however, that such action shall not adversely affect the interests of holders of debt securities of any series in any material respect; or

•to supplement any of the provisions of the Indenture to the extent necessary to permit or facilitate defeasance, covenant defeasance and discharge of any series of debt securities, provided, however, that this action shall not adversely affect the interests of the holders of the debt securities of any series in any material respect.

In determining whether the holders of the requisite principal amount of outstanding debt securities of a series, in each case, including the notes, have given any request, demand, authorization, direction, notice, consent or waiver described in the indenture or whether a quorum is present at a meeting of holders of debt securities:

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•the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding shall be the amount of the principal of that security that would be due and payable as of the date of the determination upon declaration of acceleration of the maturity thereof;

•with respect to the notes, the principal amount of any debt security denominated in a foreign currency that shall be deemed outstanding shall be the U.S. dollar equivalent of the principal amount of such debt security, determined as of the second business day prior to the date of determining whether the requisite principal amount of the outstanding debt securities of the applicable series have given such request, demand, authorization, direction, notice, consent or waiver or whether such a quorum is present;

•with respect to any series of debt securities other than the notes, the principal amount of any debt security denominated in a foreign currency that shall be deemed outstanding shall be the U.S. dollar equivalent, determined on the issue date for the debt security, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent on the issue date of the debt security of the amount determined as provided in the first bullet above);

•the principal amount of an Indexed Security that shall be deemed outstanding shall be the principal face amount of the Indexed Security at original issuance; and

•debt securities owned by us or any other obligor upon the debt securities or any affiliate of ours or of the other obligor shall be disregarded.

A meeting of the holders of the notes may be called at any time by the Trustee, and also, upon our request or request of the holders of at least 10% in principal amount of the outstanding notes, in any case upon notice given as provided in the Indenture. Except for any consent or waiver that must be given by the holder of each debt security affected thereby, any resolution presented at a meeting or at an adjourned meeting duly reconvened at which a quorum is present, may be adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding notes; provided, however, that, except as referred to above, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that may be made, given or taken by the holders of a specified percentage, which is less than a majority, in principal amount of the outstanding notes may be adopted at a meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of the holders of the specified percentage in principal amount of the outstanding notes. Any resolution passed or decision taken at any meeting of holders of the notes duly held in accordance with the Indenture will be binding on all holders of the notes. The persons holding or representing a majority in principal amount of the outstanding notes shall constitute a quorum for a meeting of holders of the notes; provided, however, that if any action is to be taken at a meeting with respect to a consent or waiver that may be given by the holders of not less than a specified percentage in principal amount of the outstanding notes, the persons holding or representing the specified percentage in principal amount of the outstanding notes will constitute a quorum.

Notwithstanding the foregoing provisions, the Indenture provides that if any action is to be taken at a meeting of holders of the notes with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that the Indenture expressly provides may be made, given or taken by the holders of the notes and one or more additional series: (a) there shall be no minimum quorum requirement for the meeting and (b) the principal amount of the outstanding debt securities of all those series that are entitled to vote in favor of the request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether the request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under the Indenture.

Merger, Consolidation or Sale of Assets

Pursuant to the terms of the Indenture and the notes, we will not consolidate with, sell, lease or convey all or substantially all of our assets to, or merge with or into, any person unless:

•either we shall be the continuing entity, or the successor person (if not us) formed by or resulting from the consolidation or merger or which shall have received the transfer of the assets shall be a corporation organized and existing under the laws of the United States or any State thereof and shall expressly assume (1) our obligation to pay the principal of (and premium, if any) and interest on all the debt securities issued under the Indenture, including the notes, and (2) the due and punctual performance and observance of all the covenants and conditions contained in the Indenture and in the notes to be performed or observed by us;

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•immediately after giving effect to the transaction and treating any indebtedness that becomes our obligation or the obligation of any Subsidiary as a result of the transaction as having been incurred, and treating any liens on any property or assets of ours or any Subsidiary that are incurred, created or assumed as a result of the transaction as having been created, incurred or assumed, by us or the Subsidiary at the time of the transaction, no event of default under the Indenture, and no event that, after notice or the lapse of time, or both, would become an event of default, shall have occurred and be continuing; and

•an officers’ certificates and legal opinion covering these conditions shall be delivered to the Trustee.

Payment

All payments of principal of, premium, if any, interest on, and Additional Amounts, if any, in respect of the Global Notes of each series will be made by the paying agent for the notes of such series on behalf of Realty Income by wire transfer of immediately available funds to an account maintained by the payee.

If notes of either series are issued in definitive certificated form under the limited circumstances described below, under “-Certificated Notes,” payments of interest on the certificated notes of such series may be made, at our option, by check mailed to the addresses of the persons entitled thereto, as such addresses appear in the register for the notes of such series, or by wire transfer to accounts maintained by the payees; provided, however, that a holder of £4 million or more in aggregate principal amount of notes of such series in definitive certificated form will be entitled to receive payments of interest due on any interest payment date by wire transfer of immediately available funds to an account specified by such holder so long as such holder has given appropriate wire transfer instructions to the Trustee or a paying agent for the notes of such series at least 10 calendar days prior to the applicable interest payment date. Any such wire transfer instructions will remain in effect until revoked by such holder or until such person ceases to be a holder of £4 million or more in aggregate principal amount of notes of such series in definitive certificated form.

Payments of principal of, and premium, if any, and interest on, and Additional Amounts, if any, in respect of, the notes of any series in definitive certificated form that are due and payable on the maturity date of the notes of such series, any redemption date for the notes of such series or any other date on which principal of the notes of such series is due and payable will be made by wire transfer of immediately available funds to accounts specified by the holders thereof, so long as such holders have given appropriate wire transfer instructions to the Trustee or a paying agent for the notes of such series, against surrender of such notes to the Trustee or any such paying agent; provided that installments of interest on notes of such series in definitive certificated form that are due and payable on any interest payment date falling on or prior to such maturity date, redemption date or other date on which principal of the notes of such series is payable will be paid in the manner described in the preceding paragraph to the persons who were the holders of the notes of such series (or one or more predecessor notes of such series) registered as such at the close of business on the relevant regular record dates according to the terms and provisions of the notes of such series and the Indenture.

Book-Entry System

The notes of each series were offered and sold only in denominations of £100,000 and integral multiples of £1,000 in excess thereof. The notes of each series were initially represented by the Global Note of such series. Upon issuance, the Global Notes of any series were deposited with, or on behalf of, a common depositary and registered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream. Except as set forth below, the Global Notes of each series may be transferred, in whole and not in part, only to the common depositary or its nominee or to a successor common depositary or its nominee. You may hold your interests in the Global Notes of each series in Europe through Euroclear or Clearstream, either as a participant in such systems or indirectly through organizations that are participants in such systems. Euroclear and Clearstream hold interests in the Global Notes of any series on behalf of their respective participating organizations or customers through customers’ securities accounts in Euroclear’s or Clearstream’s names on the books of their respective depositaries. Book-entry interests in the notes and all transfers relating to the notes are and will be reflected in the book-entry records of Euroclear and Clearstream.

The distribution of the notes were cleared through Euroclear and Clearstream. Any secondary market trading of book-entry interests in the notes will take place through Euroclear and Clearstream participants and will settle in same-day funds. Owners of book-entry interests in the notes will receive payments relating to their notes in GBP, except as described above under “-Issuance in GBP” and “-Discharge, Defeasance and Covenant Defeasance.”

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Euroclear and Clearstream have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others, either directly or through custodians and depositaries. These links allow the notes to be issued, held and transferred among the clearing systems without the physical transfer of certificates. Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market.

The policies of Euroclear and Clearstream govern payments, transfers, exchanges and other matters relating to the investors’ interest in the notes held by them. None of Realty Income or the Trustee have any responsibility for any aspect of the records kept by Euroclear and Clearstream or any of their direct or indirect participants. Realty Income and the Trustee also do not supervise these systems in any way.

Euroclear and Clearstream and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform or continue to perform these procedures and may modify them or discontinue them at any time.

Except as provided below, owners of beneficial interests in the notes will not be entitled to have the notes registered in their names, will not receive or be entitled to receive physical delivery of the notes in definitive certificated form and will not be considered the owners or holders of the notes under the Indenture, including for purposes of receiving any reports delivered by Realty Income or the Trustee pursuant to the Indenture. Accordingly, each person owning a beneficial interest in a Global Note must rely on the procedures of Euroclear and Clearstream, as applicable, and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a holder.

Euroclear. Euroclear was created in 1968 to hold securities for its participants (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and eliminating risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries.

Euroclear is operated by Euroclear Bank SA/NV (the “Euroclear Operator”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

The Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, or the Euroclear Terms and Conditions, and applicable Belgian law govern securities clearance accounts and cash accounts with the Euroclear Operator. Specifically, these terms and conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipt of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the terms and conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding securities through Euroclear Participants.

Distributions with respect to interests in the Global Note held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Euroclear Terms and Conditions.

Clearstream. Clearstream is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations (“Clearstream Participants”). Clearstream facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream is also available to others,

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such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.

Distributions with respect to interests in the Global Note held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures.

Global Clearance and Settlement Procedures

Realty Income understands that investors that hold their notes through Euroclear and Clearstream accounts will follow the settlement procedures that are applicable to conventional sterling-denominated bonds in registered form. Notes of the applicable series will be credited to the securities custody accounts of Euroclear and Clearstream Participants on the business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.

We understand that secondary market trading between Euroclear and/or Clearstream Participants will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream. Secondary market trading will be settled using procedures applicable to conventional sterling-denominated bonds in registered form.

You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving notes through Euroclear and Clearstream on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

In addition, because of time-zone differences, there may be problems with completing transactions involving Euroclear and Clearstream on the same business day as in the United States. U.S. investors who wish to transfer their interests in the notes, or to make or receive a payment or delivery of the notes, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Euroclear and Clearstream is used.

Euroclear and Clearstream will credit payments to the cash accounts of Euroclear or Clearstream Participants, as applicable, in accordance with the relevant system’s rules and procedures, to the extent received by its depositary. Euroclear and/or Clearstream, as the case may be, will take any other action permitted to be taken by a holder under the Indenture on behalf of a Euroclear Participant or Clearstream Participant only in accordance with its relevant rules and procedures.

Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfers of the notes among participants of Euroclear and Clearstream. However, they are under no obligation to perform or continue to perform those procedures, and they may discontinue those procedures at any time.

Certificated Notes

If (1) Euroclear or Clearstream notifies Realty Income that it is unwilling or unable to continue as a clearing agency for the Global Notes of any series or if Euroclear or Clearstream ceases to be a clearing agency registered as such under the Exchange Act at any time when it is required to be so registered in order to act as a clearing system for the Global Notes of such series and a successor clearing agency is not appointed within 90 days after Realty Income receives such notice or learns of such ineligibility, (2) Realty Income determines that the notes of any series shall no longer be represented by the Global Note and executes and delivers to the Trustee an officers’ certificates to that effect or (3) an event of default (as defined; see “-Events of Default” above) with respect to the notes of any series has occurred and is continuing and beneficial owners representing a majority in aggregate principal amount of the outstanding notes of such series advise Euroclear and Clearstream to cease acting as clearing agencies for the Global Note of such series, Realty Income will issue notes of such series in definitive certificated form in exchange for interests in the outstanding Global Notes of such series. Any notes of any series issued in definitive certificated form in exchange for interests in a Global Note of such series will be issued in denominations of £100,000 and integral multiples of £1,000 in excess thereof and will be registered in such name or names as Euroclear or Clearstream, as applicable, shall instruct the registrar for the notes of such series. It is expected that the instructions of Euroclear and Clearstream will be based upon directions received from their respective participants with respect to ownership of beneficial interests in the Global Notes of the applicable series.

Unclaimed Payments

We will be repaid for all amounts we pay to the Trustee or paying agent for the payment of the principal of or any premium or interest on the notes that remains unclaimed at the end of two years after the principal, premium or

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interest has become due and payable, and the holder of such notes may look only to us for payment of the principal, premium or interest.

Listing

The notes are listed on the NYSE under the ticker symbols "O27A," "O27B," "O30," "O33A," and "O42," respectively. We have no obligation to maintain such listings, and we may delist any series of the notes at any time.

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EX-10.21

Exhibit 10.21

REALTY INCOME CORPORATION.
2021 INCENTIVE AWARD PLAN

RESTRICTED STOCK GRANT NOTICE FOR EXECUTIVES

Capitalized terms not specifically defined in this Restricted Stock Grant Notice (the “Grant Notice”) have the meanings given to them in the Realty Income Corporation 2021 Incentive Award Plan (as amended from time to time, the “Plan”).

Realty Income Corporation, a Maryland corporation (the “Company”) has granted to the participant listed below (“Participant”)the shares of Restricted Stock described in this Grant Notice (the “Restricted Shares”), subject to the terms and conditions of the Plan and the Restricted Stock Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.

Participant:
Grant Date:
Number of Restricted Shares:
Vesting Commencement Date:
Vesting Schedule:
Vesting Dates	Number of Shares

By accepting this grant (by clicking the “Accept” button), Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this grant and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

REALTY INCOME CORPORATION

By:

Name:

Title:

Exhibit A

RESTRICTED STOCK AGREEMENT FOR EXECUTIVES

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.
GENERAL

1.1Issuance of Restricted Shares. The Company will issue the Restricted Shares to Participant effective as of the grant date set forth in the Grant Notice and will cause (a) a stock certificate or certificates representing the Restricted Shares to be registered in Participant’s name or (b) the Restricted Shares to be held in book-entry form. If a stock certificate is issued, the certificate will be delivered to, and held in accordance with this Agreement by, the Company or its authorized representatives and will bear the restrictive legends required by this Agreement. If the Restricted Shares are held in book-entry form, then the book-entry will indicate that the Restricted Shares are subject to the restrictions of this Agreement.

1.2Incorporation of Terms of Plan. The Restricted Shares are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

ARTICLE II.
VESTING, FORFEITURE AND ESCROW

2.1Vesting.

(a)Subject to Section 2.2 below, the Restricted Shares will become vested Shares (the “Vested Shares”) according to the vesting schedule in the Grant Notice.

(b)In addition, the Restricted Shares will become Vested Shares (i) upon Participant’s Termination of Service by the Company without Cause or due to a Constructive Termination within eighteen (18) months following a Change in Control, or (ii) upon Participant’s Termination of Service due to Participant’s death.

(c)In the event of Participant’s Termination of Service due to Participant’s Disability, the Restricted Shares will continue to vest in accordance with the vesting schedule in the Grant Notice, so long as (i) Participant’s Disability is continuing and (ii) Participant is not employed by another employer on the applicable vesting date.

(d)For purposes of this Agreement “Constructive Termination” means Participant’s resignation of employment within sixty (60) days of one or more of the following events which remains uncured thirty (30) days after Participant’s delivery of written notice thereof, and which resignation is effective not more than thirty (30) days following the expiration of such cure period: (1) the delegation to Participant of duties or the reduction of Participant’s duties, either of which substantially reduces the nature, responsibility, or character of Participant’s position immediately prior to such delegation or reduction; (2) a material reduction by the Company in Participant’s base salary in effect immediately prior to such reduction; or (3) the Company’s relocation of Participant’s principal office location to a place more than forty (40) miles from the Company’s present headquarters location (except that reasonably required travel on the Company’s business shall not be considered a relocation).

2.2Forfeiture. Subject to Sections 2.1(b) and 2.1(c) above, in the event of Participant’s Termination of Service for any reason, Participant will immediately and automatically forfeit to the Company any Shares that are not Vested Shares (the “Unvested Shares”) at the time of Participant’s Termination of Service, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company; provided that a number of Unvested Shares shall vest on the date of such Termination of Service equal to the number of Restricted Shares that would have vested on the vesting date next following the date of the Termination of Service (had Participant not experienced a Termination of Service prior to such date), pro-rated based on the number of days elapsed

from the vesting date immediately preceding the date of the Termination of Service through the date of the Termination of Service (as a portion of the number of days between such Vesting Date and the Vesting Date next following the date of the Termination of Service), rounded down to the nearest whole Restricted Share. Upon forfeiture of Unvested Shares, the Company will become the legal and beneficial owner of the Unvested Shares and all related interests and Participant will have no further rights with respect to the Unvested Shares.

2.3Escrow.

(a)Unvested Shares will be held by the Company or its authorized representatives until (i) they are forfeited, (ii) they become Vested Shares or (iii) this Agreement is no longer in effect. By accepting this Award, Participant appoints the Company and its authorized representatives as Participant’s attorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unvested Shares to the Company as may be required pursuant to the Plan or this Agreement and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. The Company, or its authorized representative, will not be liable for any good faith act or omission with respect to the holding in escrow or transfer of the Restricted Shares.

(b)As soon as reasonably practicable following the date on which an Unvested Share becomes a Vested Share, the Company will cause the certificate (or a new certificate without the legend required by this Agreement, if Participant so requests) representing the Share to be delivered to Participant or, if the Share is held in book-entry form, cause the notations indicating the Share is subject to the restrictions of this Agreement to be removed.

2.4Rights as Stockholder. Except as otherwise provided in this Agreement or the Plan, upon issuance of the Restricted Shares by the Company, Participant will have all the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive dividends or other distributions paid or made with respect to the Restricted Shares.

ARTICLE III.
TAXATION AND TAX WITHHOLDING

3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the Restricted Shares and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2No Section 83(b) Elections. Participant agrees that Participant will not file an election under Section 83(b) of Code, with respect to the Restricted Shares without the consent of the Administrator. If Participant files a Section 83(b) election without the consent of the Administrator, all of the Unvested Shares shall thereupon automatically be forfeited, without proration (notwithstanding Section 2.2(a) hereof).

3.3Tax Withholding.

(a)The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Restricted Shares as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares otherwise deliverable under the Award.

(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Shares, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Restricted Shares. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the Restricted Shares or the subsequent sale of the Restricted Shares. Participant represents that he or she has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the

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transactions contemplated by this Agreement and that Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Company and the Subsidiaries do not commit and are under no obligation to structure this Award to reduce or eliminate Participant’s tax liability.

ARTICLE IV.
RESTRICTIVE LEGENDS AND TRANSFERABILITY

4.1Legends. Any certificate representing a Restricted Share will bear the following legend or such other legend as may be determined by the Company until the Restricted Share becomes a Vested Share:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

4.2Transferability. Unless permitted by the Administrator, the Restricted Shares are subject to the restrictions on transfer in the Plan and may not be sold, assigned or transferred in any manner unless and until they become Vested Shares. Any attempted transfer or disposition of Unvested Shares prior to the time the Unvested Shares become Vested Shares will be null and void. The Company will not be required to (a) transfer on its books any Restricted Share that has been sold or otherwise transferred in violation of this Agreement or (b)  treat as owner of such Restricted Share or accord the right to vote or pay dividends to any purchaser or other transferee to whom such Restricted Share has been so transferred. The Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, or make appropriate notations to the same effect in its records.

ARTICLE V.
OTHER PROVISIONS

5.1Adjustments. Participant acknowledges that the Restricted Shares are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

5.2Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

5.3Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.4Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

5.5Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company, including without limitation any acquirer of the Company in a Change in Control. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will

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be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

5.6Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Restricted Shares will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

5.7Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

5.8Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

5.9Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Award.

5.10Not a Contract of Employment or Service. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

5.11Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

* * * * *

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EX-10.22

Exhibit 10.22

REALTY INCOME CORPORATION.
2021 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE FOR SENIOR VICE PRESIDENTS AND EXECUTIVE VICE PRESIDENTS

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Realty Income Corporation 2021 Incentive Award Plan (as amended from time to time, the “Plan”).

Realty Income Corporation, a Maryland corporation (the “Company”) has granted to the participant listed below (“Participant”) the Restricted Stock Units described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.

Participant:
Grant Date:
Number of RSUs:
Vesting Commencement Date:
Vesting Schedule:
Vesting Dates	Number of Shares

By accepting this grant (by clicking the “Accept” button), Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this grant and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

REALTY INCOME CORPORATION

By:

Name:

Title:

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT FOR SENIOR VICE PRESIDENTS AND EXECUTIVE VICE PRESIDENTS

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.
GENERAL

1.1Award of RSUs and Dividend Equivalents.

(a)The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.

(b)The Company hereby grants to Participant, with respect to each RSU, a Dividend Equivalent for ordinary cash dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable RSU is settled, forfeited or otherwise expires. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single Share. Dividend Equivalents shall not entitle Participant to any payments relating to dividends with a record date that occurs after the earlier of the payment or forfeiture of the RSU underlying such Dividend Equivalent. The Dividend Equivalents and any amounts that may become payable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of Section 409A of the Code. Any amounts payable in respect of Dividend Equivalents shall be paid as and when the dividends in respect of which such Dividend Equivalent payments arise are paid to holders of Common Stock, without regard to the vested status of the underlying RSU.

1.2Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

ARTICLE II.
VESTING; FORFEITURE AND SETTLEMENT

2.1Vesting; Forfeiture.

(a)Subject to Section 2.1(d) below, the RSUs will vest according to the vesting schedule in the Grant Notice.

(b)In addition, the RSUs will become immediately vested: (i) upon Participant’s Termination of Service by the Company without Cause or due to a Constructive Termination, in each case, within eighteen (18) months following a Change in Control, (ii) upon Participant’s Termination of Service due to Participant’s death, or (iii) upon Participant’s Termination of Service due to Participant’s Retirement.

(c)In the event of Participant’s Termination of Service due to Participant’s Disability, the RSUs will continue to vest according to the vesting schedule in the Grant Notice, so long as (i) Participant’s Disability is continuing and (ii) Participant is not employed by another employer on the applicable vesting date.

(d)Subject to Section 2.1 (b) and 2.1(c), in the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company; provided that a number of RSUs shall vest on the date of such Termination of Service equal to the number of RSUs that would have vested on the vesting date next following the

date of the Termination of Service (had Participant not experienced a Termination of Service prior to such date), pro-rated based on the number of days elapsed from the vesting date immediately preceding the date of the Termination of Service through the date of the Termination of Service (as a portion of the number of days between such Vesting Date and the Vesting Date next following the date of the Termination of Service), rounded down to the nearest whole RSU.

(e)For purposes of this Agreement the following terms will have the following meanings:

(i)“Constructive Termination” means Participant’s resignation of employment within sixty (60) days of one or more of the following events which remains uncured thirty (30) days after Participant’s delivery of written notice thereof, and which resignation is effective not more than thirty (30) days following the expiration of such cure period: (1) the delegation to Participant of duties or the reduction of Participant’s duties, either of which substantially reduces the nature, responsibility, or character of Participant’s position immediately prior to such delegation or reduction; (2) a material reduction by the Company in Participant’s base salary in effect immediately prior to such reduction; or (3) the Company’s relocation of Participant’s principal office location to a place more than forty (40) miles from the Company’s present headquarters location (except that reasonably required travel on the Company’s business shall not be considered a relocation).

(ii)“Retirement” means Participant’s [resignation of employment after Participant turns sixty (60) years old and has worked at the Company for at least ten (10) years]1[ “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) with the Company, other than as a result of Participant’s death or termination by the Company for Cause, at a time when (i) the sum of Participant’s age and consecutive years of service as an employee of the Company equals or exceeds sixty-five (65), and (ii) Participant has completed at least three (3) consecutive years of service as an employee of the Company]2.

2.2Settlement.

(a)RSUs will be paid in Shares within forty-five (45) days following the applicable date on which such RSUs vest (either by delivering one or more certificates for such Shares or by entering such shares in book entry form, as determined by the Administrator in its sole discretion), provided that the exact payment date shall be determined by the Company in its sole discretion (and Participant shall not have a right to designate the time of payment). Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

ARTICLE III.
TAXATION AND TAX WITHHOLDING

3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2Tax Withholding.

(a)The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the RSUs or Dividend Equivalents as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares otherwise issuable under the Award. To

1 To be included for recipients other than Christie Kelly.

2 To be included for Christie Kelly only.

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the extent that any Federal Insurance Contributions Act tax withholding obligations arise in connection with the RSUs prior to the applicable vesting date, the Administrator shall accelerate the payment of a portion of the award of RSUs sufficient to satisfy (but not in excess of) such tax withholding obligations and any tax withholding obligations associated with any such accelerated payment, and the Administrator shall withhold such amounts in satisfaction of such withholding obligations.

(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.

ARTICLE IV.
OTHER PROVISIONS

4.1Adjustments. Participant acknowledges that the RSUs, the Shares subject to the RSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.2Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.3Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.4Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.5Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company, including without limitation any acquirer of the Company in a Change in Control. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.6Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the RSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.7Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

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4.8Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.9Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents, and rights no greater than the right to receive Shares or cash as a general unsecured creditor with respect to the RSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement. The RSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets

4.10Not a Contract of Employment or Service. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.11Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

* * * * *

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EX-10.23

Exhibit 10.23

REALTY INCOME CORPORATION

2021 INCENTIVE AWARD PLAN

PERFORMANCE SHARE AWARD GRANT NOTICE

Realty Income Corporation, a Maryland corporation, (the “Company”), pursuant to the Realty Income Corporation 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (the “Participant”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, a Performance Share Award (the “Performance Shares”). Each Performance Share represents the right to receive one share of Common Stock (as defined in the Plan) upon the achievement of certain performance goals (the “Shares”). This award is subject to all of the terms and conditions set forth herein and in the Performance Share Award Agreement attached hereto as Exhibit A (the “Performance Share Award Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Performance Share Award Grant Notice (the “Grant Notice”) and the Performance Share Award Agreement.

Participant:
Grant Date:	November 15, 2021
Target Number of Performance Shares:
Maximum Number of Performance Shares:
Accretion Performance Period	January 1, 2022 – December 31, 2022
G & A Synergies Performance Period	January 1, 2022 – December 31, 2023
Performance Periods:	The Accretion Performance Period and the G & A Synergies Performance Period (each, a “Performance Period”)
Performance Goals:	Except as otherwise set forth in the Performance Share Award Agreement, the Participant is eligible to vest in and receive Shares based upon the Company’s attainment, during the applicable Performance Period, of the applicable Performance Goals, and satisfaction of continued employment requirements, as set forth in Sections 2.2 - 2.4 of the Performance Share Award Agreement.
Termination:	Except as otherwise set forth in the Performance Share Award Agreement, the Participant shall forfeit all Performance Shares upon the Participant’s termination of employment prior to the Vesting Date.

By his or her signature and the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Performance Share Award Agreement and this Grant Notice. The Participant has reviewed the Performance Share Award Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Performance Share Award Agreement and

the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice and/or the Performance Share Award Agreement. In addition, by signing below, the Participant also agrees that the Company or any Subsidiary, in its sole discretion, may satisfy any withholding obligations in accordance with Section 3.5 of the Performance Share Award Agreement by (i) withholding shares of Common Stock otherwise issuable to the Participant in connection with the vesting or payment of the Performance Shares, (ii) instructing a broker on the Participant’s behalf to sell shares of Common Stock otherwise issuable to the Participant in connection with the vesting or payment of the Performance Shares and remit the proceeds of such sale to the Company, or (iii) using any other method permitted by Section 3.5 of the Performance Share Award Agreement or the Plan.

REALTY INCOME CORPORATION:	PARTICIPANT:
By:	By:
Print Name:	Print Name:
Title:
Address:	Address:

EXHIBIT A

TO PERFORMANCE SHARE AWARD GRANT NOTICE

PERFORMANCE SHARE AWARD AGREEMENT

Pursuant to the Performance Share Award Grant Notice (the “Grant Notice”) to which this Performance Share Award Agreement (this “Agreement”) is attached, Realty Income Corporation, a Maryland corporation (the “Company”), has granted to the Participant a performance share award (the “Performance Shares”) under the Realty Income Corporation 2021 Incentive Award Plan, as amended from time to time (the “Plan”).

ARTICLE 1.
GENERAL

1.1Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

(a)“Accretion End Date” shall mean December 31, 2022.

(b)“Cause” shall have the meaning provided in an applicable executive severance plan, severance agreement, or other service agreement between the Company (or a Subsidiary) and the Participant if such an agreement exists and contains a definition of Cause, or, if no such agreement exists or such agreement does not contain a definition of Cause, then Cause shall mean:

(i)the Participant’s theft, dishonesty or falsification of any employment or Company records;

(ii)the Participant’s malicious or reckless disclosure of the Company’s confidential or proprietary information;

(iii)the Participant’s commission of any immoral or illegal act or any gross or willful misconduct, where the Company reasonably determines that such act or misconduct has (A) seriously undermined the ability of the Company’s management to entrust the Participant with important matters or otherwise work effectively with the Participant, (B) contributed to the Company’s loss of significant revenues or business opportunities, or (C) significantly and detrimentally effected the business or reputation of the Company or any of its Subsidiaries;

(iv)the Participant’s. engagement in any activity that is a material violation of the Company policy on sexual harassment, sexual misconduct, discrimination or other workplace misconduct which (1) is a material violation of Company policy applicable thereto, or (2) brings or would reasonably be expected to bring the Participant, the Company or its Subsidiaries into widespread public disrepute, contempt, scandal or ridicule, and/or

(v)the Participant’s failure or refusal to work diligently to perform tasks or achieve goals reasonably requested by the Board, provided such breach, failure or refusal continues after the receipt of reasonable notice in writing of such failure or refusal and an opportunity to correct the problem.

“Cause” shall not mean a Participant’s physical or mental disability.

(c)“Commencement Date” shall mean January 1, 2022.

(d)“Constructive Termination” shall mean “Constructive Termination” or “Good Reason”, as applicable, as defined in an applicable executive severance plan or other service agreement between the Company (or a Subsidiary) and the Participant if such an agreement exists and contains a

definition of Constructive Termination or Good Reason, or, if no such agreement exists or such agreement does not contain a definition of Constructive Termination or Good Reason, then Constructive Termination shall mean the Participant’s resignation of employment within thirty (30) days of one or more of the following events which remains uncured thirty (30) days after the Participant’s delivery of written notice to the Company:

(i)a material diminution by the Company in the Participant’s authority, duties or responsibilities from those in effect immediately prior to such diminution;

(ii)a material reduction by the Company in the Participant’s base salary in effect immediately prior to such reduction;

(iii)a material relocation by the Company of the Participant’s principal office location; provided, that a change to a location which is not more than forty (40) miles from the Company’s present headquarters location shall in no event be deemed “material” for purposes of this definition (and, for the avoidance of doubt, reasonably required travel on the Company’s business shall not be considered a relocation).

(e)“Disability” shall have the meaning provided in an applicable executive severance plan, severance agreement, or other service agreement between the Company (or a Subsidiary) and the Participant if such an agreement exists and contains a definition of Disability, or, if no such agreement exists or such agreement does not contain a definition of Disability, then Disability shall mean a permanent and total disability under Section 22(e)(3) of the Code, as amended.

(f)“Dividend Equivalents Period” shall mean, with respect to a Dividend Equivalent, the period commencing on the Commencement Date and ending on the day immediately preceding the date on which the Share underlying the Performance Share with respect to which such Dividend Equivalent was granted is issued to the Participant pursuant to Sections 2.2 - 2.4 hereof.

(g)“End Dates” shall mean the Accretion End Date and the G & A Synergies End Date.

(h)“G & A Synergies End Date” shall mean December 31, 2023.

(i)“Performance Goals” shall mean the goals described on Schedule A attached hereto, each of which shall be measured with respect to the applicable Performance Period.

(j)“Performance Period” shall mean the period beginning on the Commencement Date and ending on the applicable Valuation Date.

(k) “Performance-Vest” or “Performance-Vested” means that, with respect to a Performance Share, the applicable Performance Goal has been achieved.

(l)“Qualifying Termination” shall mean a Separation from Service by reason of a termination of employment (i) by the Company without Cause, (ii) by the Participant by reason of a Constructive Termination, (iii) by the Participant due to Retirement or (iv) due to the Participant’s death or Disability.

(m)“Retirement” shall mean the Participant’s [resignation of employment after Participant turns sixty (60) years old and has worked at the Company for at least ten (10) years]1[ Separation from Service with the Company, other than as a result of the Participant’s death or termination by the Company for Cause, at a time when (i) the sum of the Participant’s age and consecutive years of service as an employee of the Company equals or exceeds sixty-five (65), and (ii)

1 To be included for recipients other than Christie Kelly.

the Participant has completed at least three (3) consecutive years of service as an employee of the Company]2.

(n)“Separation from Service” shall mean the Participant’s “separation from service” from the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code.

(o)“Valuation Date” shall mean the earlier to occur of (i) the Accretion End Date or the G & A Synergies End Date, as applicable, (ii) the date on which a Change in Control occurs or (iii) the date on which the Participant incurs a Qualifying Termination.

(p)“Vest” or “Vested” means that, with respect to a Performance Share, both (i) such Performance Share has Performance-Vested and (ii) the continued employment condition has been satisfied.

(q)“Vesting Date” shall mean, with respect to a Performance Share, the date on which the Performance Share becomes Vested.

1.2Incorporation of Terms of Plan. The Performance Shares are subject to the terms and conditions of the Plan, which are incorporated herein by reference. Except as expressly indicated herein, in the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE 2.
PERFORMANCE SHARES AND DIVIDEND EQUIVALENTS

2.1Grant of Performance Shares. In consideration of the Participant’s past and/or continued employment with the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company grants to the Participant an award of Performance Shares (this “Award”) as set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement.

2.2Performance-Based Right to Payment.

(a)Subject to Sections 2.3 and 2.4 hereof, the number of Performance Shares that Performance-Vest and become eligible to Vest shall be determined as of the applicable Valuation Date based on the Company’s achievement of the applicable Performance Goals, as set forth on Schedule A attached hereto.

(b)Subject to Sections 2.3 and 2.4 hereof, the number of Performance Shares that Performance-Vest in accordance with Section 2.2(a) hereof shall Vest with respect to 50% of such Performance Shares on each of (i) the date on which the Administrator determines the achievement of the applicable Performance Goal, which shall occur no later than December 31 of the year in which the applicable Performance Period ends, subject to the Participant’s continued employment through the applicable End Date and (ii) the one-year anniversary of the Accretion End Date or the G & A Synergies End Date, as applicable, subject to the Participant’s continued employment through such date.

2.3Change in Control.

(a)Notwithstanding any contrary provision of this Agreement, in the event that a Change in Control occurs at any time prior to the Accretion End Date and/or the G & A Synergies End Date, as applicable and the Participant remains continuously employed as of immediately prior to such Change in Control, then the number of Performance Shares that Vest and become payable hereunder as of such Change in Control shall equal the product of (i) the number of Performance Shares that

2 To be included for Christie Kelly only.

Performance-Vest pursuant to Section 2.2(a) hereof, based on the Company’s achievement of the Performance Goals (which Performance Goals shall be pro-rated as of such date) as of the date on which the Change in Control occurs, multiplied by (ii) a fraction, the numerator of which is the number of days elapsed from the Commencement Date through and including the date of the Change in Control, and the denominator of which is the number of days in the applicable Performance Period.

(b)Notwithstanding any contrary provision of this Agreement, in the event that a Change in Control occurs after the Accretion End Date or the G & A Synergies End Date, as applicable, and the Participant remains continuously employed as of immediately prior to such Change in Control, then any Performance Shares that Performance-Vest in accordance with Section 2.2(a) hereof that have not previously Vested shall Vest and become payable hereunder immediately prior to such Change in Control.

2.4Termination.

(a)In the event that the Participant experiences a Qualifying Termination, other than due to the Participant’s death or Disability, prior to the end of the applicable Performance Period, then the number of Performance Shares that Vest and become payable hereunder as of the termination date shall equal the product of (i) the number of Performance Shares that Performance-Vest pursuant to Section 2.2(a) hereof, based on the Company’s achievement of the applicable Performance Goals (which Performance Goals shall be pro-rated as of such date) as of the termination date, multiplied by (ii) a fraction, the numerator of which is the number of days elapsed from the first day of the applicable Performance Period through and including the date of the Participant’s Qualifying Termination, and the denominator of which is the number of days from the Commencement Date through the applicable End Date.

(b)In the event that the Participant experiences a Qualifying Termination due to the Participant’s death or Disability in each case, prior to the end of the applicable Performance Period, then 100% of the Target Number of Performance Shares shall Vest and become payable hereunder.

(c)Subject to Section 2.3(a) hereof, in the event that the Participant experiences a Qualifying Termination following the end of the applicable Performance Period but prior to the date on which the Performance Shares have Vested in accordance with Section 2.2(b) hereof, then any Performance Shares that Performance-Vest in accordance with Section 2.2(a) that have not previously Vested shall Vest and become payable hereunder as of the termination date.

2.5Forfeiture.

(a)Termination of Employment.

(i)In the event that the Participant experiences a termination of employment prior to the Vesting Date that is not a Qualifying Termination, all of the Performance Shares that have not Vested as of such termination of employment shall thereupon automatically be forfeited by the Participant as of the date of termination, and the Participant’s rights in any such Performance Shares and such portion of the Award, including without limitation any Dividend Equivalents (as defined below), shall thereupon lapse and expire.

(ii)Any Performance Shares that do not become Vested in connection with a Qualifying Termination shall thereupon automatically be forfeited by the Participant as of the date of termination, and the Participant’s rights in any such Performance Shares and such portion of the Award, including without limitation any Dividend Equivalents (as defined below), shall thereupon lapse and expire.

(b)Failure to Achieve Performance Goals. Except as set forth in Section 2.3(a), any outstanding applicable Performance Shares that do not Performance-Vest due to the failure by the Company to achieve the Performance Goals (in whole or in part) shall automatically be forfeited by the Participant as of the applicable Valuation Date, and the Participant’s rights in any such Performance

Shares and such portion of the Award, including without limitation any Dividend Equivalents, shall thereupon lapse and expire.

2.6Dividend Equivalents. Each Performance Share granted pursuant to this Award is granted in tandem with a Dividend Equivalents award (a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the underlying Performance Share.

(a)Pursuant to the Dividend Equivalents, the Participant shall be entitled to receive a cash payment in an amount equal to the aggregate dividends paid by the Company with a record date that occurs during the Dividend Equivalents Period that would have been payable to the Participant had the Participant held a number of Shares on such record date equal to the number of Performance Shares that Vest in accordance with Sections 2.2 - 2.4 hereof (if any). Such payment shall be paid in a single lump sum no later than sixty (60) days following the applicable Vesting Date, provided that the exact payment date shall be determined by the Company in its sole discretion (and the Participant shall not have a right to designate the time of payment).

(b)Dividend Equivalents shall not entitle the Participant to any payments relating to dividends with a record date that occurs after the earlier of the payment or forfeiture of the Performance Share underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any Performance Share that does not Vest in accordance with Sections 2.2 - 2.4 hereof.

(c)The Dividend Equivalents and any amounts that may become payable in respect thereof shall be treated separately from the Performance Shares and the rights arising in connection therewith for purposes of Section 409A (as defined below).

2.7Payment of Shares. The Company shall deliver to the Participant a number of Shares equal to the number of Performance Shares subject to this Award that Vest pursuant to Sections 2.2, 2.3 and/or 2.4 hereof within forty-five (45) days following the applicable Vesting Date (either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Administrator in its sole discretion), provided that the exact payment date shall be determined by the Company in its sole discretion (and the Participant shall not have a right to designate the time of payment) and provided, further, that any such payment made pursuant to Section 2.3 above in the event of a Change in Control shall be made or deemed made immediately preceding and effective upon the occurrence of such Change in Control.

2.8Rights as Stockholder. The holder of the Performance Shares shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the Performance Shares or any Shares underlying the Performance Shares and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).

ARTICLE 3.

OTHER PROVISIONS

3.1Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent therewith and to interpret, amend or revoke any such rules. Without limiting the generality of the foregoing, all determinations, interpretations and assumptions relating to the calculation and payment of the Performance Shares (including, without limitation, determinations, interpretations and assumptions with respect to AFFO per share accretion and general and administrative expenses and synergies) shall be made by the Administrator. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Committee or

the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Performance Shares.

3.2Grant is Not Transferable. During the lifetime of the Participant, the Performance Shares may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the Performance Shares have been issued. Neither the Performance Shares nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

3.3Entire Agreement; Binding Agreement. Subject to the limitation on the transferability of the Performance Shares contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

3.4Adjustments Upon Specified Events. This Award, the Performance Shares and the Dividend Equivalents may be subject to adjustments pursuant to Article IX of the Plan in connection with the occurrence of certain events relating to the shares of the Common Stock. The Participant acknowledges that this Award, the Performance Shares and the Dividend Equivalents are subject to amendment, modification and termination in certain events as provided in this Agreement and Section 14.2 of the Plan.

3.5Tax Withholding. The Company or its Subsidiaries shall be entitled to require a cash payment (or to elect, or permit the Participant to elect, such other form of payment determined in accordance with Section 10.5 of the Plan) by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to the grant, vesting or payment of the Award (including any Dividend Equivalents). In satisfaction of the foregoing requirement with respect to the grant, vesting or payment of the Award, unless otherwise determined by the Administrator, the Company or its Subsidiaries shall withhold Shares otherwise issuable under the Award having a fair market value equal to the sums required to be withheld by federal, state and/or local tax law. The number of Shares which shall be so withheld in order to satisfy such federal, state and/or local withholding tax liabilities shall be limited to the number of shares which have a fair market value on the date of withholding equal to the aggregate amount of such liabilities based on the maximum statutory withholding rates for federal, state and/or local tax purposes that are applicable to such supplemental taxable income. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to deliver any certificate representing Shares to the Participant or the Participant’s legal representative or to enter any such Shares in book entry form unless and until the Participant or the Participant’s legal representative, as applicable, shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the Participant resulting from the grant or vesting of the Award or the issuance of Shares hereunder. To the extent that any Federal Insurance Contributions Act tax withholding obligations arise in connection with the Award prior to the applicable Vesting Date, the Administrator shall accelerate the payment of a portion of the Award sufficient to satisfy (but not in excess of) such tax withholding obligations and any tax withholding obligations associated with any such accelerated payment, and the Administrator shall withhold such amounts in satisfaction of such withholding obligations.

3.6Conditions to Delivery of Shares. The Shares deliverable under this Award may be either previously authorized but unissued Shares, treasury Shares or Shares purchased on the open market. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares under this Award prior to fulfillment of the conditions set forth in Section 10.7 of the Plan.

3.7Ownership Limits. To ensure compliance with Section 11.12 of the Plan, any other provision of Section 7.2(a) of the Company’s charter, and/or Applicable Law and for other proper

purposes, the Company may issue appropriate “stop transfer” and other instructions to its transfer agent with respect to the Performance Shares.

3.8Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an Employee or other service provider of the Company or any of its Subsidiaries or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

3.9Governing Law. The laws of the State of Maryland shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.10Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and Applicable Law. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award (including any Dividend Equivalents) is granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.11Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Award (including any Dividend Equivalents) in any material way without the prior written consent of the Participant.

3.12Notices. Any notice to be given under the terms of this Agreement shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Participant shall be addressed to the Participant at the Participant’s last address reflected on the Company’s records. Any notice shall be deemed duly given when sent via email or when sent by reputable overnight courier or by certified mail (return receipt requested) through the United States Postal Service.

3.13Successors and Assigns. The Company or any Subsidiary may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company and its Subsidiaries. Subject to the restrictions on transfer set forth in Section 3.2 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.

3.14Section 409A.

(a)General. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder (“Section 409A”), including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Performance Shares or the Dividend Equivalents (or, in each case, any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the Performance Shares and/or Dividend Equivalents to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

(b)Potential Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no amounts shall be paid to the Participant under this Agreement during the six (6)-month period following the Participant’s Separation from Service to the extent that the Administrator determines that the Participant is a “specified employee” (within the meaning of Section 409A) at the time of such Separation from Service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that would have otherwise been payable to the Participant during such six (6)-month period under this Agreement.

3.15Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the Award (including any Dividend Equivalents) and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

3.16Limitation on the Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. The Plan, in and of itself, has no assets. The Participant shall have only the rights of a general unsecured creditor of the Company and its Subsidiaries with respect to amounts credited and benefits payable, if any, with respect to the Shares issuable hereunder.

SCHEDULE A

Maximum Number of Performance Shares per Performance Goal

Maximum Number of Accretion Performance Shares

Maximum Number of G & A Synergies Performance Shares

Performance Vesting

    The number of Performance Shares that Performance-Vest and become eligible to Vest shall be determined as of the applicable Valuation Date based on the achievement of the Performance Goals during the applicable Performance Period, as set forth below. If the Company’s achievement of the applicable Performance Goal falls between Minimum and Target or Target and Maximum then the number of Performance Shares that shall Performance-Vest and become eligible to Vest with respect to such Performance Goal shall be determined by means of linear interpolation between 80 - 90% or 90 - 100%, respectively. Capitalized terms are defined below.

    Accretion Performance Shares. The number of Performance Shares that Performance-Vest and become eligible to Vest based on AFFO per share accretion, measured as of the Accretion End Date based upon the business outlook for 2022 on a standalone basis upon the announcement of the Merger on April 29, 2021 and the close of the Merger on November 1, 2021, in comparison to actual AFFO per share achievement as of the Accretion End Date on a system wide basis, shall be determined as follows:

AFFO Per Share Accretion Over Pre-Merger Forecast	Achievement Level	Number of Accretion Performance Shares that Performance-Vest
<[ ]%	Below Minimum	0%
[ ]%	Minimum	80%
[ ]%	Target*	90%
≥[ ]%	Maximum	100%

    G & A Synergies Performance Shares. The number of Performance Shares that Performance-Vest and become eligible to Vest based on achievement of G & A Synergies, measured based on the elimination of general and administrative expenses associated with VEREIT operations as well as hiring costs avoided to support business growth through the G&A Synergies Performance Period, shall be determined as set forth below. General and administrative expenses include personnel related expenses as well as technology, accounting fees and other expenses, associated with operating VEREIT as an independent public company and exclude Merger-related costs.Hiring synergies include a percent reduction, or fewer hires in aggregate than the normalized run rate of people per year throughout the G&A Synergies Performance Period to capture and retain the talent benefits associated with the Merger.

G & A Synergies during Performance Period	Achievement Level	Target Number of G & A Synergies Performance Shares that Performance-Vest
<$[ ]	Below Minimum	0%
$[ ]	Minimum	80%
$[ ]	Target	90%
≥$[ ]	Maximum	100%

Defined Terms

(a)“AFFO per share” means the Adjusted Funds from Operations on a diluted per share of Common Stock basis, for the relevant period, as calculated in conformity with “AFFO per share” as reported in the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as applicable.

(b)“Merger” means the merger transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 29, 2021 by and among the Company, VEREIT and certain other parties named therein.

“VEREIT” means VEREIT, Inc. a Maryland corporation.

EX-10.24

Exhibit 10.24

REALTY INCOME CORPORATION

2021 INCENTIVE AWARD PLAN

PERFORMANCE SHARE AWARD GRANT NOTICE

Realty Income Corporation, a Maryland corporation, (the “Company”), pursuant to the Realty Income Corporation 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (the “Participant”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, a Performance Share Award (the “Performance Shares”). Each Performance Share represents the right to receive one share of Common Stock (as defined in the Plan) upon the achievement of certain performance goals (the “Shares”). This award is subject to all of the terms and conditions set forth herein and in the Performance Share Award Agreement attached hereto as Exhibit A (the “Performance Share Award Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Performance Share Award Grant Notice (the “Grant Notice”) and the Performance Share Award Agreement.

Participant:
Grant Date:
Target Number of Performance Shares:
Maximum Number of Performance Shares:
Performance Period:
Performance Goals:	Except as otherwise set forth in the Performance Share Award Agreement, the Participant is eligible to vest in and receive Shares based upon the Company’s attainment, during the Performance Period, of the Performance Goals, and satisfaction of continued employment requirements, as set forth in Sections 2.2 - 2.4 of the Performance Share Award Agreement.
Termination:	Except as otherwise set forth in the Performance Share Award Agreement, the Participant shall forfeit all Performance Shares upon the Participant’s termination of employment prior to the Vesting Date.

By his or her signature and the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Performance Share Award Agreement and this Grant Notice. The Participant has reviewed the Performance Share Award Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Performance Share Award Agreement and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice and/or the Performance Share Award Agreement. In addition, by signing below, the Participant also agrees that the Company or any Subsidiary, in its sole discretion, may satisfy any withholding obligations in accordance with Section 3.5 of the Performance Share Award Agreement by (i) withholding shares of Common Stock otherwise issuable to the Participant in connection with the vesting

or payment of the Performance Shares, (ii) instructing a broker on the Participant’s behalf to sell shares of Common Stock otherwise issuable to the Participant in connection with the vesting or payment of the Performance Shares and remit the proceeds of such sale to the Company, or (iii) using any other method permitted by Section 3.5 of the Performance Share Award Agreement or the Plan.

REALTY INCOME CORPORATION:    Holder:	PARTICIPANT:
By:	By:
Print Name:	Print Name:
Title:
Address:	Address:

EXHIBIT A

TO PERFORMANCE SHARE AWARD GRANT NOTICE

PERFORMANCE SHARE AWARD AGREEMENT

Pursuant to the Performance Share Award Grant Notice (the “Grant Notice”) to which this Performance Share Award Agreement (this “Agreement”) is attached, Realty Income Corporation, a Maryland corporation (the “Company”), has granted to the Participant a performance share award (the “Performance Shares”) under the Realty Income Corporation 2021 Incentive Award Plan, as amended from time to time (the “Plan”).

ARTICLE 1.
GENERAL

1.1Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

(a)“Cause” shall have the meaning provided in an applicable executive severance plan, severance agreement or other service agreement between the Company (or a Subsidiary) and the Participant if such an agreement exists and contains a definition of Cause, or, if no such agreement exists or such agreement does not contain a definition of Cause, then Cause shall mean

(i)the Participant’s theft, dishonesty or falsification of any employment or Company records;

(ii)the Participant’s malicious or reckless disclosure of the Company’s confidential or proprietary information;

(iii)the Participant’s commission of any immoral or illegal act or any gross or willful misconduct, where the Company reasonably determines that such act or misconduct has (A) seriously undermined the ability of the Company’s management to entrust the Participant with important matters or otherwise work effectively with the Participant, (B) contributed to the Company’s loss of significant revenues or business opportunities, or (C) significantly and detrimentally effected the business or reputation of the Company or any of its Subsidiaries;

(iv)the Participant’s engagement in any activity that is a material violation of the Company policy on sexual harassment, sexual misconduct, discrimination or other workplace misconduct which (1) is a material violation of Company policy applicable thereto, or (2) brings or would reasonably be expected to bring the Participant, the Company or its Subsidiaries into widespread public disrepute, contempt, scandal or ridicule; and/or

(v)the Participant’s failure or refusal to work diligently to perform tasks or achieve goals reasonably requested by the Board, provided such breach, failure or refusal continues after the receipt of reasonable notice in writing of such failure or refusal and an opportunity to correct the problem.

(b) “Commencement Date” shall mean January 1, .

(c) “Constructive Termination” shall mean “Constructive Termination” or “Good Reason”, as applicable, as defined in an applicable executive severance plan or other service agreement between the Company (or a Subsidiary) and the Participant if such an agreement exists and contains a definition of Constructive Termination or Good Reason, or, if no such agreement exists or such agreement does not contain a definition of Constructive Termination or Good Reason, then Constructive Termination shall mean the Participant’s resignation of employment within thirty (30)

days of one or more of the following events which remains uncured thirty (30) days after the Participant’s delivery of written notice to the Company:

(i)a material diminution by the Company in Participant’s authority, duties or responsibilities from those in effect immediately prior to such diminution;

(ii)a material reduction by the Company in Participant’s base salary in effect immediately prior to such reduction;

(iii)a material relocation by the Company of Participant’s principal office location; provided, that a change to a location which is not more than forty (40) miles from the Company’s present headquarters location shall in no event be deemed “material” for purposes of this definition (and, for the avoidance of doubt, reasonably required travel on the Company’s business shall not be considered a relocation).

(d)“Disability” shall have the meaning provided in an applicable executive severance plan, severance agreement or other service agreement between the Company (or a Subsidiary) and the Participant if such an agreement exists and contains a definition of Disability, or, if no such agreement exists or such agreement does not contain a definition of Disability, then Disability shall mean as permanent and total disability under Section 22(e)(3) of the Code, as amended.

(e)“Dividend Equivalents Period” shall mean, with respect to a Dividend Equivalent Right, the period commencing on the Commencement Date and ending on the day immediately preceding the date on which the Share underlying the Performance Share with respect to which such Dividend Equivalent was granted is issued to the Participant pursuant to Sections 2.2 - 2.4 hereof.

(f)“End Date” shall mean December 31, .

(g)“Performance Goals” shall mean the goals described on Schedule A attached hereto, each of which shall be measured with respect to the Performance Period.

(h)“Performance Period” shall mean the period beginning on the Commencement Date and ending on the Valuation Date.

(i)“Performance Share Award Change in Control” shall mean, notwithstanding the definition of “Change in Control” for purposes of this Agreement, the occurrence of any of the following events:

(i)An acquisition in one transaction or a series of related transactions (other than directly from the Company or pursuant to Awards (as defined in the Plan) granted under the Plan or compensatory options or other similar awards granted by the Company) of the Company’s voting securities by any individual or entity (a “Person”), immediately after which such Person has beneficial ownership of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities (other than a Non-Control Transaction, as defined below);

(ii)The consummation of a merger, consolidation or reorganization involving the Company unless:

(A)    The stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly, immediately following such merger, consolidation or reorganization, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the “Surviving Corporation”) in substantially the same proportion as their ownership of the Company’s voting securities immediately before such merger, consolidation or reorganization,

(B)    The individuals who were members of the incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least a majority of the members of the board of directors of the Surviving Corporation, or a corporation beneficially owning, directly or indirectly, a majority of the voting securities of the Surviving Corporation, and

(C)    No Person, other than (I) the Company, (II) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation or reorganization, was maintained by the Company, the Surviving Corporation, or any related entity or (III) any Person who, together with its affiliates, immediately prior to such merger, consolidation or reorganization had beneficial ownership of fifty percent (50%) or more of the Company’s then outstanding voting securities, owns, together with its affiliates, beneficial ownership of fifty percent (50%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting securities;

(A transaction described in clauses (A) through (C) above is referred to herein as a “Non-Control Transaction”).

(iii)    A complete liquidation or dissolution of the Company; or

(iv)    The consummation of a sale or other disposition of all or substantially all of the assets or business of the Company to any Person.

(j)“Performance-Vest” means that, with respect to a Performance Share, the applicable Performance Goal has been achieved.

(k)“Qualifying Termination” shall mean a Separation from Service by reason of a termination of employment (i) by the Company without Cause, (ii) by the Participant by reason of a Constructive Termination, (iii) by the Participant due to Retirement or, (iv) due to the Participant’s death or Disability.

(l)“Retirement” shall mean the Participant’s [resignation of employment after Participant turns sixty (60) years old and has worked at the Company for at least ten (10) years]1[Separation from Service, other than as a result of the Participant’s death or termination by the Company for Cause, at a time when (i) the sum of the Participant’s age and consecutive years of service as an employee of the Company equals or exceeds sixty-five (65), and (ii) completed at least three (3) consecutive years of service as an employee of the Company], 2 provided that the Participant has provided the Company with at least six (6) months’ advance written notice of the Participant’s retirement (or such other shorter minimum advance written notice that is acceptable to the Administrator in its sole discretion) (“Notice Period”). For purposes of this Agreement, (A) if the Participant incurs a Separation from Service for any reason during such Notice Period, such Separation from Service shall not be deemed to have occurred by reason of the Participant’s Retirement for the purposes of this Agreement, and (B) provided that the Participant continues in employment with the Company through the Notice Period, the Participant’s employment shall automatically terminate upon the termination date set forth in such notice (or such other date accepted by the Administrator).

(m)“Separation from Service” shall mean the Participant’s “separation from service” from the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code.

(n)“Valuation Date” shall mean the earlier to occur of (i) the End Date, (ii) the date on which a Change in Control occurs or (iii) the date on which the Participant incurs a Qualifying Termination.

1 To be included for Participants other than Christie Kelly.

2 To be included for Christie Kelly only.

(o)“Vest” or “Vested” means that, with respect to a Performance Share, both (i) such Performance Share has Performance-Vested and (ii) the continued employment condition has been satisfied.

(p)“Vesting Date” shall mean, with respect to a Performance Share, the date on which the Performance Share becomes Vested.

1.2Incorporation of Terms of Plan. The Performance Shares are subject to the terms and conditions of the Plan, which are incorporated herein by reference. Except as expressly indicated herein, in the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE 2.
PERFORMANCE SHARES AND DIVIDEND EQUIVALENTS

2.1Grant of Performance Shares. In consideration of the Participant’s past and/or continued employment with the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company grants to the Participant an award of Performance Shares (this “Award”) as set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement.

2.2Performance-Based Right to Payment.

(a)Subject to Sections 2.3 and 2.4 hereof, the number of Performance Shares that Performance-Vest and become eligible to Vest shall be determined as of the Valuation Date based on the Company’s achievement of the Performance Goals, as set forth on Schedule A attached hereto.

(b)Subject to Sections 2.3 and 2.4 hereof, the number of Performance Shares that Performance-Vest in accordance with Section 2.2(a) hereof shall Vest with respect to 50% of such Performance Shares on each of (i) the date on which the Administrator determines the achievement of the Performance Goals, which shall occur no earlier than January 1, and no later than February 28, , subject to the Participant’s continued employment through January 1, and (ii) January 1, , subject to the Participant’s continued employment through such date.

2.3Change in Control.

(a)Notwithstanding any contrary provision of this Agreement, in the event that a Change in Control occurs at any time prior to the End Date and the Participant remains continuously employed as of immediately prior to such Change in Control, then the number of Performance Shares that Vest and become payable hereunder as of such Change in Control shall equal the product of (i) the number of Performance Shares that Performance-Vest pursuant to Section 2.2(a) hereof, based on the Company’s achievement of the Performance Goals (which Performance Goals, other than Company TSR, shall be pro-rated as of such date) as of the date on which the Change in Control occurs, multiplied by (ii) a fraction, the numerator of which is the number of days elapsed from the first day of the Performance Period through and including the date of the Change in Control, and the denominator of which is .

(b)Notwithstanding any contrary provision of this Agreement, in the event that a Change in Control occurs after the End Date, and the Participant remains continuously employed as of immediately prior to such Change in Control, then any Performance Shares that Performance-Vest in accordance with Section 2.2(a) hereof that have not previously Vested shall Vest and become payable hereunder immediately prior to such Change in Control.

2.4Termination.

(a)In the event that the Participant experiences a Qualifying Termination, other than due to the Participant’s death or Disability, prior to the end of the Performance Period, then the number of Performance Shares that Vest and become payable hereunder as of the termination date shall equal the product of (i) the number of Performance Shares that Performance-Vest pursuant to Section 2.2(a) hereof, based on the Company’s achievement of the Performance Goals as of the termination date, multiplied by (ii) a fraction, the numerator of which is the number of days elapsed from the first day of the Performance Period through and including the date of the Participant’s Qualifying Termination, and the denominator of which is .

(b)In the event that the Participant experiences a Qualifying Termination due to the Participant’s death or Disability in each case, prior to the end of the Performance Period, then 100% of the Target Number of Performance Shares shall Vest and become payable hereunder.

(c)Subject to Section 2.3(a) hereof, in the event that the Participant experiences a Qualifying Termination following the end of the Performance Period but prior to January 1, , then any Performance Shares that Performance-Vest in accordance with Section 2.2(a) that have not previously Vested shall Vest and become payable hereunder as of the termination date.

2.5Forfeiture.

(a)Termination of Employment.

(i)In the event that the Participant experiences a termination of employment prior to the Vesting Date that is not a Qualifying Termination, all of the Performance Shares that have not Vested as of such termination of employment shall thereupon automatically be forfeited by the Participant as of the date of termination, and the Participant’s rights in any such Performance Shares and such portion of the Award, including without limitation any Dividend Equivalents (as defined below), shall thereupon lapse and expire.

(ii)Any Performance Shares that do not become Vested in connection with a Qualifying Termination shall thereupon automatically be forfeited by the Participant as of the date of termination, and the Participant’s rights in any such Performance Shares and such portion of the Award, including without limitation any Dividend Equivalents (as defined below), shall thereupon lapse and expire.

(b)Failure to Achieve Performance Goals. Except as set forth in Section 2.3(a), any outstanding Performance Shares that do not Performance-Vest due to the failure by the Company to achieve the Performance Goals (in whole or in part) shall automatically be forfeited by the Participant as of the Valuation Date, and the Participant’s rights in any such Performance Shares and such portion of the Award, including without limitation any Dividend Equivalents, shall thereupon lapse and expire.

2.6Dividend Equivalents. Each Performance Share granted pursuant to this Award is granted in tandem with a Dividend Equivalents award (a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the underlying Performance Share.

(a)Pursuant to the Dividend Equivalents, the Participant shall be entitled to receive a cash payment in an amount equal to the aggregate dividends paid by the Company with a record date that occurs during the Dividend Equivalents Period that would have been payable to the Participant had the Participant held a number of Shares on such record date equal to the number of Performance Shares that Vest in accordance with Sections 2.2 - 2.4 hereof (if any). Such payment shall be paid in a single lump sum no later than sixty (60) days following the applicable Vesting Date, provided that the exact payment date shall be determined by the Company in its sole discretion (and the Participant shall not have a right to designate the time of payment).

(b)Dividend Equivalents shall not entitle the Participant to any payments relating to dividends with a record date that occurs after the earlier of the payment or forfeiture of the Performance Share underlying such Dividend Equivalent, and the Participant shall not be entitled to any Dividend Equivalent payment with respect to any Performance Share that does not Vest in accordance with Sections 2.2 - 2.4 hereof.

(c)The Dividend Equivalents and any amounts that may become payable in respect thereof shall be treated separately from the Performance Shares and the rights arising in connection therewith for purposes of Section 409A (as defined below).

2.7Payment of Shares. The Company shall deliver to the Participant a number of Shares equal to the number of Performance Shares subject to this Award that Vest pursuant to Sections 2.2, 2.3 and/or 2.4 hereof within sixty (60) days following the applicable Vesting Date (either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Administrator in its sole discretion), provided that the exact payment date shall be determined by the Company in its sole discretion (and the Participant shall not have a right to designate the time of payment) and provided, further, that any such payment made pursuant to Section 2.3 above in the event of a Change in Control shall be made or deemed made immediately preceding and effective upon the occurrence of such Change in Control.

2.8Rights as Stockholder. The holder of the Performance Shares shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the Performance Shares or any Shares underlying the Performance Shares and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).

ARTICLE 3.

OTHER PROVISIONS

3.1Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent therewith and to interpret, amend or revoke any such rules. Without limiting the generality of the foregoing, all determinations, interpretations and assumptions relating to the calculation and payment of the Performance Shares (including, without limitation, determinations, interpretations and assumptions with respect to TSR, Growth Rate and Net Debt/Pro Forma Adjusted EBITDAre ratio) shall be made by the Administrator. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Performance Shares.

3.2Grant is Not Transferable. During the lifetime of the Participant, the Performance Shares may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the Performance Shares have been issued. Neither the Performance Shares nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

3.3Entire Agreement; Binding Agreement. Subject to the limitation on the transferability of the Performance Shares contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

3.4Adjustments Upon Specified Events. This Award, the Performance Shares and the Dividend Equivalents may be subject to adjustments pursuant to Article IX of the Plan in connection with the occurrence of certain events relating to the shares of the Common Stock. The Participant acknowledges that this Award, the Performance Shares and the Dividend Equivalents are subject to amendment, modification and termination in certain events as provided in this Agreement and Article IX of the Plan.

3.5Tax Withholding. The Company or its Subsidiaries shall be entitled to require a cash payment (or to elect, or permit the Participant to elect, such other form of payment determined in accordance with Section 10.5 of the Plan) by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to the grant, vesting or payment of the Award (including any Dividend Equivalents). In satisfaction of the foregoing requirement with respect to the grant, vesting or payment of the Award, unless otherwise determined by the Administrator, the Company or its Subsidiaries shall withhold Shares otherwise issuable under the Award having a fair market value equal to the sums required to be withheld by federal, state and/or local tax law. The number of Shares which shall be so withheld in order to satisfy such federal, state and/or local withholding tax liabilities shall be limited to the number of shares which have a fair market value on the date of withholding equal to the aggregate amount of such liabilities based on the maximum statutory withholding rates for federal, state and/or local tax purposes that are applicable to such supplemental taxable income. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to deliver any certificate representing Shares to the Participant or the Participant’s legal representative or to enter any such Shares in book entry form unless and until the Participant or the Participant’s legal representative, as applicable, shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the Participant resulting from the grant or vesting of the Award or the issuance of Shares hereunder. To the extent that any Federal Insurance Contributions Act tax withholding obligations arise in connection with the Award prior to the applicable Vesting Date, the Administrator shall accelerate the payment of a portion of the Award sufficient to satisfy (but not in excess of) such tax withholding obligations and any tax withholding obligations associated with any such accelerated payment, and the Administrator shall withhold such amounts in satisfaction of such withholding obligations.

3.6Conditions to Delivery of Shares. The Shares deliverable under this Award may be either previously authorized but unissued Shares, treasury Shares or Shares purchased on the open market. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares under this Award prior to fulfillment of the conditions set forth in Section 10.7 of the Plan.

3.7Ownership Limits. To ensure compliance with Section 11.12 of the Plan, any other provision of Section 7.2(a) of the Company’s charter, and/or Applicable Law and for other proper purposes, the Company may issue appropriate “stop transfer” and other instructions to its transfer agent with respect to the Performance Shares.

3.8Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an Employee or other service provider of the Company or any of its Subsidiaries or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

3.9Governing Law. The laws of the State of Maryland shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.10Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and Applicable Law. Notwithstanding anything herein to the contrary, the Plan shall

be administered, and the Award (including any Dividend Equivalents) is granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.11Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Award (including any Dividend Equivalents) in any material way without the prior written consent of the Participant.

3.12Notices. Any notice to be given under the terms of this Agreement shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Participant shall be addressed to the Participant at the Participant’s last address reflected on the Company’s records. Any notice shall be deemed duly given when sent via email or when sent by reputable overnight courier or by certified mail (return receipt requested) through the United States Postal Service.

3.13Successors and Assigns. The Company or any Subsidiary may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company and its Subsidiaries. Subject to the restrictions on transfer set forth in Section 3.2 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.

3.14Section 409A.

(a)General. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder (“Section 409A”), including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Performance Shares or the Dividend Equivalents (or, in each case, any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the Performance Shares and/or Dividend Equivalents to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

(b)Potential Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no amounts shall be paid to the Participant under this Agreement during the six (6)-month period following the Participant’s Separation from Service to the extent that the Administrator determines that the Participant is a “specified employee” (within the meaning of Section 409A) at the time of such Separation from Service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that would have otherwise been payable to the Participant during such six (6)-month period under this Agreement.

3.15Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the Award (including any Dividend Equivalents) and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application

of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

3.16Limitation on the Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. The Plan, in and of itself, has no assets. The Participant shall have only the rights of a general unsecured creditor of the Company and its Subsidiaries with respect to amounts credited and benefits payable, if any, with respect to the Shares issuable hereunder.

SCHEDULE A

Target Number of Performance Shares per Performance Goal

Target Number of MSCI REIT Performance Shares

Target Number of Net Debt/Pro Forma Adjusted EBITDAre Performance Shares

Target Number of Growth Rate Performance Shares

Performance Vesting

    The number of Performance Shares that Performance-Vest and become eligible to Vest shall be determined as of the Valuation Date based on the achievement of the Performance Goals during the Performance Period, as set forth below. If the Company’s achievement of the applicable Performance Goal falls between 50 - 100% or 100 - 200% then the number of Performance Shares that shall Performance-Vest and become eligible to Vest with respect to such Performance Goal shall be determined by means of linear interpolation between 50 - 100% or 100 - 200%, respectively. Certain capitalized terms are defined below.

    MSCI REIT Performance Shares. The number of Performance Shares that Performance-Vest and become eligible to Vest based on the Company’s TSR achieved, expressed as a percentile with respect to the range of TSRs during the Performance Period of the companies included in the MSCI US REIT Index throughout the Performance Period (calculated in a manner consistent with TSR calculation methodology under this Agreement and as verified by an independent third party), shall be determined as follows:

Percentile of Company TSR with respect to MSCI US REIT Index companies during Performance Period	Target Number of MSCI Performance Shares that Performance-Vest
<[ ]%	0%
[ ]%	50%
[ ]%	100%
≥[ ]%	200%

    Net Debt/Pro Forma Adjusted EBITDAre Performance Shares. The number of Performance Shares that Performance-Vest and become eligible to Vest based on the Net Debt/Pro Forma Adjusted EBITDAre Ratio achieved during the Performance Period shall be determined as follows:

Net Debt/Pro Forma Adjusted EBITDAre Ratio	Target Number of Net Debt/Pro Forma Adjusted EBITDAre Performance Shares that Performance-Vest
<[ ]	0%
[ ]	50%
[ ]	100%
≥[ ]	200%

Growth Rate Performance Shares. The number of Performance Shares that Performance-Vest and become eligible to Vest based on the Growth Rate achieved during the Performance Period, shall be determined as follows:

Growth Rate	Target Number of Growth Rate Performance Shares that Performance-Vest
<[ ]	0%
[ ]	50%
[ ]	100%
≥[ ]	200%

Defined Terms

(a)“Pro Forma Adjusted EBITDAre” shall have the same definition as appears in the glossary of “Supplemental Operating & Financial Data” (the “Supplement”) for the fourth quarter 2021 as published on February 22, 2022. Consistent with the Supplement, annualized pro forma adjustments consist of adjustments to incorporate operating income from properties we acquired or stabilized during the applicable quarter and to remove operating income from properties we disposed of during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable period.

(b)“Net Debt” shall mean the total outstanding principal amount of debt, less cash and cash equivalents, of the Company at the end of the Performance Period, including the proportionate share of outstanding principal, less cash and cash equivalents, for unconsolidated joint ventures. The outstanding principal amount of debt shall reference the total outstanding principal amount as aggregated in the Company’s quarterly financial supplement, which is derived from disclosures provided in the notes to the Company’s quarterly and/or year end audited financial statements for the most recently reported period.

(c)“NetDebt/Pro Forma Adjusted EBITDAre Ratio” shall mean the product obtained by dividing (i) Net Debt by (ii) Annualized Pro Forma Adjusted EBITDAre.

(d)“Dividends Per Share” shall mean, with respect to an applicable period, the sum of all dividends (including special or extraordinary dividends) paid, on a per share basis, by the Company with respect to the Common Stock during an applicable period.

(e)“GrowthRate” shall mean ((monthly dividend paid in December of Year 3/monthly dividend paid in December of the year immediately preceding beginning of forecast period3) – 1)*100. The calculation shall exclude any special one-time dividends.

(f)“Share Value” shall mean, as of a particular date, the average of the closing trading prices of a share of Common Stock on the principal exchange on which such shares are then traded for each trading day during the twenty (20) consecutive trading days ending on the applicable date; provided, however, that in the event that a Performance Share Award Change in Control occurs prior to the End Date, Share Value shall mean the price per share of Common Stock paid by the acquiror in the Performance Share Award Change in Control transaction.

(g) “Total Shareholder Return” or “TSR” shall mean a company’s compound annual total shareholder return for the Performance Period, calculated based on the Fair Market Value as of December 31, as the beginning stock price and the Share Value as of the Valuation Date as the ending stock price (and, for the avoidance of doubt, assuming the reinvestment of all dividends paid on common stock on the ex-dividend date). Additionally, as set forth in, and pursuant to, Section 3.4 of the Agreement, appropriate adjustments to the Total Shareholder Return shall be made to take into account all stock dividends, stock splits, reverse stock splits and the other events set forth in Section 3.4 of the Agreement that occur prior to the Valuation Date.

3 For the avoidance doubt, Growth Rate shall be calculated as follows: ((monthly dividend paid in December /monthly dividend paid in December )– 1)*100.

EX-21.1

Exhibit 21.1

Subsidiaries of the Company as of February 15, 2022

Entity	Jurisdiction of Organization
11990 Eastgate Blvd, LLC	Delaware
2100 E 69th Avenue Indiana LLC	Delaware
American Realty Capital Properties, LLC	Delaware
ARC AACMBPA001, LLC	Delaware
ARC AAHARAL001, LLC	Delaware
ARC AASLGPA001, LLC	Delaware
ARC AATVLPA001, LLC	Delaware
ARC ACAWBWI001, LLC	Delaware
ARC ACLSHIL001, LLC	Delaware
ARC ASDTNGA001, LLC	Delaware
ARC ASFVLAR001, LLC	Delaware
ARC AZGYAPR001, LLC	Delaware
ARC AZHUMPR001, LLC	Delaware
ARC AZPONPR001, LLC	Delaware
ARC AZSNJPR001, LLC	Delaware
ARC BBFTMFL001, LLC	Delaware
ARC BBSTNCA001, LLC	Delaware
ARC BSLBCCA001, LLC	Delaware
ARC BWNCNOH001, LLC	Delaware
ARC CAFEHLD001, LLC	Delaware
ARC CAFEUSA001, LLC	Delaware
ARC CAMBR BSPL, LLC	Delaware
ARC CBATAPA001, LLC	Delaware
ARC CBBMNGA001, LLC	Delaware
ARC CBBRFPA001, LLC	Delaware
ARC CBBSNGA001, LLC	Delaware
ARC CBCNGPA001, LLC	Delaware
ARC CBDLBPA001, LLC	Delaware
ARC CBDLSPA001, LLC	Delaware
ARC CBEPRVA001, LLC	Delaware
ARC CBFLNOH001, LLC	Delaware
ARC CBGSDPA001, LLC	Delaware
ARC CBHBGPA001, LLC	Delaware
ARC CBKNENH001, LLC	Delaware
ARC CBKSNPA001, LLC	Delaware
ARC CBMBGPA001, LLC	Delaware
ARC CBMBNNC001, LLC	Delaware
ARC CBMCRPA001, LLC	Delaware
ARC CBMDFMA001, LLC	Delaware
ARC CBMDNMA001, LLC	Delaware
ARC CBMFDPA001, LLC	Delaware
ARC CBMTLPA001, LLC	Delaware
ARC CBMTNMA001, LLC	Delaware
ARC CBNPRRI001, LLC	Delaware
ARC CBOHLIL001, LLC	Delaware
ARC CBOMTPA001, LLC	Delaware
ARC CBPBGPA003, LLC	Delaware
ARC CBPBGPA005, LLC	Delaware
ARC CBPBGPA006, LLC	Delaware
ARC CBPBGPA007, LLC	Delaware

Entity	Jurisdiction of Organization
ARC CBPBGPA008, LLC	Delaware
ARC CBPBGPA009, LLC	Delaware
ARC CBPBGPA010, LLC	Delaware
ARC CBPBGPA011, LLC	Delaware
ARC CBPLMNH001, LLC	Delaware
ARC CBRNDMA001, LLC	Delaware
ARC CBTRNPA001, LLC	Delaware
ARC CBUDYPA001, LLC	Delaware
ARC CBWHNPA001, LLC	Delaware
ARC CBWSKVA001, LLC	Delaware
ARC CFMEZZ001, LLC	Delaware
ARC CVCHIIL001, LLC	Delaware
ARC CVCHIIL002, LLC	Delaware
ARC CVCOLSC002, LLC	Delaware
ARC CVFLDPA001, LLC	Delaware
ARC CVGNVFL001, LLC	Delaware
ARC CVLVGNV001, LLC	Delaware
ARC CVMCBPA001, LLC	Delaware
ARC CVNCTPA001, LLC	Delaware
ARC CVSCDFL001, LLC	Delaware
ARC CVSPGPA001, LLC	Delaware
ARC CVTDAPA001, LLC	Delaware
ARC DBPCFBR001, LLC	Delaware
ARC DBPGDYR001, LLC	Delaware
ARC DBPORBR001, LLC	Delaware
ARC DBPPROP001, LLC	Delaware
ARC DGHHLSC001, LLC	Delaware
ARC DGLBKTX004, LLC	Delaware
ARC ESBKYMO001, LLC	Delaware
ARC FEAARMI001, LLC	Delaware
ARC FEBKYWV001, LLC	Delaware
ARC FEBNXNY001, LLC	Delaware
ARC FEDGCKS001, LLC	Delaware
ARC FEGFKND001, LLC	Delaware
ARC FEHAYKS001, LLC	Delaware
ARC FELNCNE001, LLC	Delaware
ARC FELSVKY001, LLC	Delaware
ARC FEPDAPA001, LLC	Delaware
ARC FESPFMO001, LLC	Delaware
ARC FESXFSD001, LLC	Delaware
ARC FMABONC001, LLC	Delaware
ARC FMARAIL001, LLC	Delaware
ARC FMJSNMI001, LLC	Delaware
ARC GEAUBAL001, LLC	Delaware
ARC HBRHLNC001, LLC	Delaware
ARC HDAUSGA001, LLC	Delaware
ARC HDTPAKS001, LLC	Delaware
ARC HRPBPAA001 SPE, LLC	Delaware
ARC HRPBPAA002, DST	Delaware
ARC HVVMNSD001, LLC	Delaware
ARC IHLVRCA001, LLC	Delaware
ARC IHMPHTN001, LLC	Delaware
ARC IHMPHTN002, LLC	Delaware

Entity	Jurisdiction of Organization
ARC IHPKRCO001, LLC	Delaware
ARC IHROCNY001, LLC	Delaware
ARC Income Properties II, LLC	Delaware
ARC Initial PE Member LLC	Delaware
ARC JJPLYMA001, LLC	Delaware
ARC KHCLNIL001, LLC	Delaware
ARC KHGTNKY001, LLC	Delaware
ARC KHHWLMI001, LLC	Delaware
ARC LWKNXTN001, LLC	Delaware
ARC LWWDMME001, LLC	Delaware
ARC MFLFTLA001, LLC	Delaware
ARC ORJOLIL001, LLC	Delaware
ARC PA-QRS Trust	Virginia
ARC PA-QRS Trust Member LLC DBA in CA: ARC PA-QRS TRS Member LLC	Delaware
ARC PLBKVOH001, LLC	Delaware
ARC PRRCRNY001, LLC	Delaware
ARC RACARPA001 GP, LLC	Delaware
ARC RACARPA001 LP	Delaware
ARC RAPITPA001 GP, LLC	Delaware
ARC RAPITPA001 LP	Delaware
ARC RRINSIN001, LLC	Delaware
ARC SCAUGGA001, LLC	Delaware
ARC SJHSPAR001, LLC	Delaware
ARC SJHSPAR002, LLC	Delaware
ARC SJHSPAR003, LLC	Delaware
ARC SSCTRVT001, LLC	Delaware
ARC SSNANNY001, LLC	Delaware
ARC SYGRINY001, LLC	Delaware
ARC TBHGHMA001, LLC	Delaware
ARC TBLVLMA001, LLC	Delaware
ARC TDFMTME001, LLC	Delaware
ARC TMDKBIL001, LLC	Delaware
ARC TRSEAWA001, LLC	Delaware
ARC TSDUBPA001, LLC	Delaware
ARC TSELBPA001, LLC	Delaware
ARC TSGRYLA001, LLC	Delaware
ARC TSLBSCA001, LLC	Delaware
ARC TSLWBWV001, LLC	Delaware
ARC TSMNFPA001, LLC	Delaware
ARC TSPSWNH001, LLC	Delaware
ARC TSPYMNH001, LLC	Delaware
ARC WDJKVFL001, LLC	Delaware
ARC WGABOPR001, LLC	Delaware
ARC WGAUBNY001, LLC	Delaware
ARC WGCNWSC001, LLC	Delaware
ARC WGCSRCO001, LLC	Delaware
ARC WGDNVCO001, LLC	Delaware
ARC WGGRCNY001, LLC	Delaware
ARC WGGRCNY002, LLC	Delaware
ARC WGGRPMN001, LLC	Delaware
ARC WGLNPMI001, LLC	Delaware
ARC WGLPSPR001, LLC	Delaware
ARC WGLVSNV001, LLC	Delaware

Entity	Jurisdiction of Organization
ARC WGMTPMI001, LLC	Delaware
ARC WGPLTNY001, LLC	Delaware
ARC WGSYRNY001, LLC	Delaware
ARC WMBLYAR001, LLC	Delaware
ARC/Milestone Capital Ventures, LLC	Delaware
ARC3 AAHUSTX001, LLC	Delaware
ARC3 AAHUSTX002, LLC	Delaware
ARC3 DGAVSMO001, LLC	Delaware
ARC3 DGCDTLA01, LLC	Delaware
ARC3 DGCFDVA01, LLC	Delaware
ARC3 DGCWYMO001, LLC	Delaware
ARC3 DGDVLVA01, LLC	Delaware
ARC3 DGEDWMS001, LLC	Delaware
ARC3 DGFSTOH001, LLC	Delaware
ARC3 DGFYTNC01, LLC	Delaware
ARC3 DGGDRFL001, LLC	Delaware
ARC3 DGGFDOH001, LLC	Delaware
ARC3 DGGVLMS001, LLC	Delaware
ARC3 DGHSGVA01, LLC	Delaware
ARC3 DGHWLVA01, LLC	Delaware
ARC3 DGKGCMO001, LLC	Delaware
ARC3 DGLFDTX001, LLC	Delaware
ARC3 DGLKGMO001, LLC	Delaware
ARC3 DGMGMLA01, LLC	Delaware
ARC3 DGMHNLA01, LLC	Delaware
ARC3 DGMLNWI001, LLC	Delaware
ARC3 DGMLOFL001, LLC	Delaware
ARC3 DGMNGWI001, LLC	Delaware
ARC3 DGMTLMO01, LLC	Delaware
ARC3 DGMVLMO001, LLC	Delaware
ARC3 DGNMSOH001, LLC	Delaware
ARC3 DGOIBNC01, LLC	Delaware
ARC3 DGPGSTX001, LLC	Delaware
ARC3 DGPLCOH001, LLC	Delaware
ARC3 DGPTCTN001, LLC	Delaware
ARC3 DGPTTTX001, LLC	Delaware
ARC3 DGPYNOH001, LLC	Delaware
ARC3 DGRDLAL001, LLC	Delaware
ARC3 DGRGCTX001, LLC	Delaware
ARC3 DGRMATX001, LLC	Delaware
ARC3 DGRWDLA01, LLC	Delaware
ARC3 DGSBRMO001, LLC	Delaware
ARC3 DGSCRMO001, LLC	Delaware
ARC3 DGSNSWI001, LLC	Delaware
ARC3 DGTLSAL001, LLC	Delaware
ARC3 DGVASNC01, LLC	Delaware
ARC3 DGWGVMS001, LLC	Delaware
ARC3 FEBMTNH001, LLC	Delaware
ARC3 FEORTNY001, LLC	Delaware
ARC3 WGCLACA001, LLC	Delaware
ARC3 WGMPWNJ001, LLC	Delaware
ARC3 WGSTVMI001, LLC	Delaware
ARCP / GRD BioLife Portfolio I, LLC	Delaware

Entity	Jurisdiction of Organization
ARCP DGPLSPA01, LLC	Delaware
ARCP DGSYKPA01, LLC	Delaware
ARCP DGWATPA01, LLC	Delaware
ARCP FD Broad Top PA, LLC	Delaware
ARCP ID Mesa Portfolio, LLC	Delaware
ARCP ID Mohnton PA, LLC	Delaware
ARCP OFC Mesa Portfolio, LLC	Delaware
ARCP RL Portfolio I, LLC	Delaware
ARCP RL Portfolio III, LLC	Delaware
ARCP RL Portfolio IV, LLC	Delaware
ARCP RL Portfolio IX, LLC	Delaware
ARCP RL Portfolio V, LLC	Delaware
ARCP RL Portfolio VI, LLC	Delaware
ARCP RL Portfolio VII, LLC	Delaware
ARCP RL Portfolio VIII, LLC	Delaware
ARCP RL Portfolio X, LLC	Delaware
ARCP RL/OG Langhorne PA, LLC	Delaware
ARCP RL/OG Salisbury MD, LLC	Delaware
ARCP RL/OG/BB/SB Pittsburgh PA, LLC	Delaware
ARCP Springing Member, LLC	Delaware
ARCT TRS Corp.	Delaware
BREO Hermiston Unit Trust, a Jersey unit trust	United Kingdom
Bulwark Berlin LLC	Delaware
Bulwark Branford LLC	Delaware
Bulwark Brockton LLC	Delaware
Bulwark Derry LLC	Delaware
Bulwark Melrose LLC	Delaware
Bulwark Mount Ephraim LLC	Delaware
CA Portsmouth Investment Trust	Delaware
Capital Lease Funding Securitization LP	Delaware
Capital Property Associates Limited Partnership	Maryland
CapLease 2007-STL LLC	Delaware
Caplease Credit LLC	Delaware
Caplease Debt Funding, LP	Delaware
Caplease Investment Management, LLC	Delaware
CLF Breinigsville Business Trust	Virginia
CLF Columbia LLC	Delaware
CLF Elysian Fields LLC	Delaware
CLF Herndon LLC	Delaware
CLF Holding Company, LLC	Delaware
CLF New Falls Business Trust	Virginia
CLF OP General Partner LLC	Delaware
CLF Real Estate LLC	Delaware
CLF Red Lion Road Philadelphia Business Trust	Virginia
CLF WAG Rosemead LLC	Delaware
CLF Yolo County Business Trust	Virginia
CNL Funding 2000-A, LP	Delaware
CNL Net Lease Funding 2001, LP	Delaware
CNL Net Lease Funding 2003, LLC	Delaware
Cole AA Crestwood KY, LLC	Delaware
Cole AN Portfolio II, LLC	Delaware
Cole AN Portfolio V, LLC	Delaware
Cole AN Portfolio VI, LLC	Delaware

Entity	Jurisdiction of Organization
Cole AP Chambersburg PA, LLC	Delaware
Cole BB Montgomery AL, LLC	Delaware
Cole BJ Portfolio I, LLC	Delaware
Cole BJ Portfolio II, LLC	Delaware
Cole Capital Partners, LLC	Arizona
Cole CM Austin TX, LLC	Delaware
Cole Collateralized Senior Notes II, LLC	Arizona
Cole Collateralized Senior Notes III, LLC	Arizona
Cole Collateralized Senior Notes IV, LLC	Arizona
Cole Collateralized Senior Notes, LLC	Arizona
Cole CV Southaven (Goodman) MS, LLC	Delaware
Cole CV Titusville PA, LLC	Delaware
Cole DG Thomaston GA, LLC	Delaware
Cole DST Advisors, LLC	Delaware
Cole EK Philadelphia PA, LLC	Delaware
Cole FD Portfolio I, LLC	Delaware
Cole FD Portfolio IV, LLC	Delaware
Cole FD Portfolio VIII, LLC	Delaware
Cole FE Beekmantown NY, LLC	Delaware
Cole GC Monroeville PA, LLC	Delaware
Cole GP CCPT I, LLC	Delaware
Cole GP CCPT III, LLC	Delaware
Cole GP MT Folsom CA, LLC	Delaware
Cole GP OF Oceanside CA, LLC	Delaware
Cole GP WG Lancaster CA, LLC	Delaware
Cole Growth Opportunity Fund I GP, LLC	Delaware
Cole HC Willow Grove PA, LLC	Delaware
Cole HH North Fayette PA, LLC	Delaware
Cole ID Chattanooga TN, LLC	Delaware
Cole ID Milton PA, LLC	Delaware
Cole IO Conway NH, LLC	Delaware
Cole IO Dover NH, LLC	Delaware
Cole IO Rochester NH, LLC	Delaware
Cole LA Dallas TX, LLC	Delaware
Cole LA Duncanville TX, LLC	Delaware
Cole LA Easton PA, LLC	Delaware
Cole LA Oakdale MN, LLC	Delaware
Cole MezzCo CCPT I, LLC	Delaware
Cole MezzCo CCPT III, LLC	Delaware
Cole MT Bartlett IL, LLC	Delaware
Cole MT Bethlehem GA (JV), LLC	Delaware
Cole MT Chesterfield MI (JV), LLC	Delaware
Cole MT Daytona Beach FL, LLC	Delaware
Cole MT Folsom CA, LP	Delaware
Cole MT Lake Charles LA, LLC	Delaware
Cole MT Las Vegas NV, LLC	Delaware
Cole MT Mishawaka IN, LLC	Delaware
Cole MT Port Arthur TX, LLC	Delaware
Cole MT San Marcos TX, LLC	Delaware
Cole MT Sunset Valley TX, LLC	Delaware
Cole OU Portfolio, LLC	Delaware
Cole PM Phoenix AZ, LLC	Delaware
Cole REIT Advisors III, LLC	Delaware

Entity	Jurisdiction of Organization
Cole REIT Advisors, LLC	Delaware
Cole REIT III Operating Partnership, LP	Delaware
Cole Springing Member, LLC	Delaware
Cole TS Gibsonia PA, LLC	Delaware
Cole TT Downingtown PA, LLC	Delaware
Cole TY Coral Springs FL, LLC	Delaware
Cole WW Gap PA, LLC	Delaware
Cole/Faison JV Bethlehem GA, LLC	Delaware
Cole/Faison MT Bethlehem GA, LLC	Delaware
Columbia Road Ohio LLC	Delaware
Conroe Logistics Center, LLC	Delaware
ConWa Property I LLC	Delaware
CRE JV Mixed Five MI 6 Branch Holdings LLC	Delaware
CRE JV Mixed Five NH Branch Holdings LLC	Delaware
CRE JV Mixed Five PA Branch Holdings LLC	Delaware
CRE JV Mixed Five VT Branch Holdings LLC	Delaware
Crest Net Lease, Inc.	Delaware
Diamond Real Estate, LLC	Delaware
DRE Holdings, LLC	Delaware
EFA Asset Management, LLC	Delaware
EFA Investments, LLC	Delaware
Equity Fund Advisors, LLC	Arizona
EVA LLC	Delaware
GRD Bellingham WA BioLife Holdings, LLC	Delaware
GRD Bloomington IN BioLife Holdings, LLC	Delaware
GRD Ft. Wayne IN BioLife Holdings, LLC	Delaware
GRD Grandville MI BioLife Holdings, LLC	Delaware
GRD Loveland CO BioLife Holdings, LLC	Delaware
GRD St. George UT BioLife Holdings, LLC	Delaware
GRD Waite Park MN BioLife Holdings, LLC	Delaware
GRD Waterloo IA BioLife Holdings, LLC	Delaware
GRD West Fargo ND BioLife Holdings, LLC	Delaware
MDC Box 1, LLC	Delaware
MDC Coast 1, LLC	Delaware
MDC Coast 10, LLC	Delaware
MDC Coast 11, LLC	Delaware
MDC Coast 12, LLC	Delaware
MDC Coast 13, LLC	Delaware
MDC Coast 14, LLC	Delaware
MDC Coast 15, LLC	Delaware
MDC Coast 16, LLC	Delaware
MDC Coast 17, LLC	Delaware
MDC Coast 18, LLC	Delaware
MDC Coast 19, LLC	Delaware
MDC Coast 2, LLC	Delaware
MDC Coast 20, LLC	Delaware
MDC Coast 21, LLC	Delaware
MDC Coast 22, LLC	Delaware
MDC Coast 23, LLC	Delaware
MDC Coast 24, LLC	Delaware
MDC Coast 25, LLC	Delaware
MDC Coast 26, LLC	Delaware
MDC Coast 3, LLC	Delaware

Entity	Jurisdiction of Organization
MDC Coast 4, LLC	Delaware
MDC Coast 5, LLC	Delaware
MDC Coast 6, LLC	Delaware
MDC Coast 7, LLC	Delaware
MDC Coast 8, LLC	Delaware
MDC Coast 9, LLC	Delaware
MDC Coast EcO 1, LLC	Delaware
MDC Coast HI 1, LLC	Delaware
MDC Coastal 1, LLC	Delaware
MDC Coastal 10, LLC	Delaware
MDC Coastal 11, LLC	Delaware
MDC Coastal 12, LLC	Delaware
MDC Coastal 13, LLC	Delaware
MDC Coastal 14, LLC	Delaware
MDC Coastal 15, LLC	Delaware
MDC Coastal 16, LLC	Delaware
MDC Coastal 17, LLC	Delaware
MDC Coastal 18, LLC	Delaware
MDC Coastal 19, LLC	Delaware
MDC Coastal 2, LLC	Delaware
MDC Coastal 20, LLC	Delaware
MDC Coastal 21, LLC	Delaware
MDC Coastal 22, LLC	Delaware
MDC Coastal 23, LLC	Delaware
MDC Coastal 24, LLC	Delaware
MDC Coastal 25, LLC	Delaware
MDC Coastal 26, LLC	Delaware
MDC Coastal 27, LLC	Delaware
MDC Coastal 28, LLC	Delaware
MDC Coastal 29, LLC	Delaware
MDC Coastal 3, LLC	Delaware
MDC Coastal 4, LLC	Delaware
MDC Coastal 5, LLC	Delaware
MDC Coastal 6, LLC	Delaware
MDC Coastal 7, LLC	Delaware
MDC Coastal 8, LLC	Delaware
MDC Coastal 9, LLC	Delaware
MDC East College, LLC	Delaware
MDC East Hobson, LLC	Delaware
MDC Encore Holdings, LLC	Delaware
MDC Holabird, LLC	Delaware
MDC NC Holding Corp.	Delaware
MDC NC Holding GP, LLC	Delaware
MDC NC1, LP	Delaware
MDC NC2, LP	Delaware
MDC NC3, LP	Delaware
MDC Seal Beach, LLC	Delaware
Menomonee Falls Store, LLC	Delaware
Milton Keynes Superstore (Nominee 1) Limited	United Kingdom
Milton Keynes Superstore (Nominee 2) Limited	United Kingdom
Net Lease Funding 2005, LP	Delaware
O CHK, INC.	Delaware
O ICE, LLC	Delaware

Entity	Jurisdiction of Organization
Oak Creek Store, LLC	Delaware
Peterborough Superstore (Nominee 1) Limited	United Kingdom
Peterborough Superstore (Nominee 2) Limited	United Kingdom
PREFCO Dix-Neuf LLC	Connecticut
PREFCO Nineteen Limited Partnership	Connecticut
Rams MD Subsidiary I, Inc.	Maryland
Realty Income Burlington Milwaukee, LLC	Delaware
Realty Income Buffalo Genesee, LLC	Delaware
Realty Income Capitol Heights Ritchie Station, LLC	Delaware
Realty Income CK1, LLC	Delaware
Realty Income Cumming Market Place, LLC	Delaware
Realty Income Deer Park Deerwood Glen GP, LLC	Delaware
Realty Income Deer Park Deerwood Glen Limited Partnership	Texas
Realty Income Deer Park Deerwood Glen LP, LLC DBA in CA: Realty Income Deer Park Deerwood Glen, LLC	Delaware
Realty Income DG Texas Portfolio I, LLC	Delaware
Realty Income DG Texas Portfolio II, LLC	Delaware
Realty Income Europe B.V.	Netherlands
Realty Income Houston Orem, LLC	Delaware
Realty Income Illinois Properties 1, LLC	Delaware
Realty Income Illinois Properties 2, LLC	Delaware
Realty Income Illinois Properties 3, LLC	Delaware
Realty Income Illinois Properties 4, LLC	Delaware
Realty Income Limited	United Kingdom
Realty Income Magellan, LLC	Delaware
Realty Income Neenah Commercial, LLC	Delaware
Realty Income Pennsylvania Properties Trust	Maryland
Realty Income Pennsylvania Properties Trust 2	Maryland
Realty Income Properties 1, LLC	Delaware
Realty Income Properties 10, LLC	Delaware
Realty Income Properties 11, LLC	Delaware
Realty Income Properties 12, LLC	Delaware
Realty Income Properties 13, LLC	Delaware
Realty Income Properties 14, LLC	Delaware
Realty Income Properties 15, LLC	Delaware
Realty Income Properties 16, LLC	Delaware
Realty Income Properties 17, LLC	Delaware
Realty Income Properties 18, LLC	Delaware
Realty Income Properties 19, LLC	Delaware
Realty Income Properties 2, LLC	Delaware
Realty Income Properties 20, LLC	Delaware
Realty Income Properties 21, LLC	Delaware
Realty Income Properties 22, LLC	Delaware
Realty Income Properties 23, LLC	Delaware
Realty Income Properties 24, LLC	Delaware
Realty Income Properties 25, LLC	Delaware
Realty Income Properties 26, LLC	Delaware
Realty Income Properties 27, LLC	Delaware
Realty Income Properties 28, LLC	Delaware
Realty Income Properties 29, LLC	Delaware
Realty Income Properties 3, LLC	Delaware
Realty Income Properties 30, LLC	Delaware
Realty Income Properties 31, LLC	Delaware
Realty Income Properties 4, LLC	Delaware

Entity	Jurisdiction of Organization
Realty Income Properties 5, LLC	Delaware
Realty Income Properties 6, LLC	Delaware
Realty Income Properties 7, LLC	Delaware
Realty Income Properties 8, LLC	Delaware
Realty Income Properties 9, LLC	Delaware
Realty Income Raphine, LLC	Delaware
Realty Income Regent Blvd LLC	Delaware
Realty Income Seaford Merrick, LLC	Delaware
Realty Income Spain B.V.	Netherlands
Realty Income Texas Properties 1, LLC	Delaware
Realty Income Trust 1	Maryland
Realty Income Trust 2	Maryland
Realty Income Trust 3	Maryland
Realty Income Trust 4	Maryland
Realty Income Trust 5	Maryland
Realty Income Trust 6	Maryland
Realty Income Upper Darby 69th, LLC	Delaware
Realty Income Wilmington Lancaster, LLC	Delaware
Realty Income, L.P.	Maryland
Redd Park Limited	United Kingdom
RI 5 DIY Income Limited	British Virgin Islands
RI ASD Gillingham Limited	United Kingdom
RI AZ Speke Limited	United Kingdom
RI BBF Amsterdam Road Limited	United Kingdom
RI BQ 4 DIY Limited	United Kingdom
RI BQ Birmingham Limited	United Kingdom
RI BQ Brandon Coventry Limited	United Kingdom
RI BQ Bury Limited	United Kingdom
RI BQ Castleford Limited	United Kingdom
RI BQ Dallow Luton Limited	United Kingdom
RI BQ Grimsby Limited	United Kingdom
RI BQ Mavor E Kilbride Limited	United Kingdom
RI BQ Meir Park Limited	United Kingdom
RI BQ Portrack Stockton Limited	United Kingdom
RI BQ Stockport Limited	United Kingdom
RI Castle Vale Park Limited	United Kingdom
RI CF Spain 1 B.V.	Netherlands
RI CF Spain 2 B.V.	Netherlands
RI CF Spain 3 B.V.	Netherlands
RI CF Spain 4 B.V.	Netherlands
RI CF Spain 5 B.V.	Netherlands
RI CF Spain 6 B.V.	Netherlands
RI CK2, LLC	Delaware
RI CPB Spain 1 B.V.	Netherlands
RI CPB Spain 2 B.V.	Netherlands
RI CPB Spain 3 B.V.	Netherlands
RI Crown CMC Limited	United Kingdom
RI Crown Limited	United Kingdom
RI Crown LLC	Delaware
RI CS1, LLC	Delaware
RI CS2, LLC	Delaware
RI CS3, LLC	Delaware
RI CS4, LLC	Delaware

Entity	Jurisdiction of Organization
RI CS5, LLC	Delaware
RI Dane Rochdale Limited	United Kingdom
RI GA 1, LLC	Delaware
RI Garthdee Aberdeen Limited	United Kingdom
RI Gerrards Cross Limited	United Kingdom
RI Hermiston Park H1 Limited	United Kingdom
RI Hermiston Park H2 Limited	United Kingdom
RI HV 3 Portfolio Limited	United Kingdom
RI Kingsgate EK Limited	United Kingdom
RI Leeds Road Limited	United Kingdom
RI MDC UK063 Limited	United Kingdom
RI MDC UK064 Limited	United Kingdom
RI MDC UK065 Limited	United Kingdom
RI MDC UK066 Limited	United Kingdom
RI MDC UK067 Limited	United Kingdom
RI MDC UK068 Limited	United Kingdom
RI MDC UK069 Limited	United Kingdom
RI MDC UK076 Limited	United Kingdom
RI MDC UK077 Limited	United Kingdom
RI MDC UK078 Limited	United Kingdom
RI MDC UK079 Limited	United Kingdom
RI MDC UK080 Limited	United Kingdom
RI Mountain Max Limited	United Kingdom
RI MS Blaydon Limited	United Kingdom
RI Multi Midlands Limited	United Kingdom
RI OC Luton Limited	United Kingdom
RI Paisley Retail Park Limited	United Kingdom
RI Perkins-CCF Limited	United Kingdom
RI SB Archer Road Limited	United Kingdom
RI SB Banbury Limited	United Kingdom
RI SB Bishop Auckland Limited	United Kingdom
RI SB Bodmin Limited	United Kingdom
RI SB Bradford Limited	United Kingdom
RI SB Bridgwater Limited	United Kingdom
RI SB Cardiff Limited	United Kingdom
RI SB Grimsby Limited	United Kingdom
RI SB Guildford Limited	United Kingdom
RI SB Hereford Limited	United Kingdom
RI SB Kempston Limited	United Kingdom
RI SB Limited	United Kingdom
RI SB Lincoln Limited	United Kingdom
RI SB Locksbottom Limited	United Kingdom
RI SB Military Road Limited	United Kingdom
RI SB Nantwich Limited	United Kingdom
RI SB Northampton Limited	United Kingdom
RI SB Otley Limited	United Kingdom
RI SB Preston Limited	United Kingdom
RI SB Southampton Limited	United Kingdom
RI SB Swadlincote Limited	United Kingdom
RI SB Swindon Limited	United Kingdom
RI SB Thornhill Cardiff Limited	United Kingdom
RI SB Wallington Limited	United Kingdom
RI SE, LLC (CA DBA: RI SOUTHEAST, LLC)	Delaware

Entity	Jurisdiction of Organization
RI Spain 1 B.V.	Netherlands
RI Spain 2 B.V.	Netherlands
RI Spain 3 B.V.	Netherlands
RI Tamworth Park Limited	United Kingdom
RI TN 1, LLC	Delaware
RI TN 2, LLC	Delaware
RI Trafford Park Limited	United Kingdom
RI TSC CW Manchester Limited	United Kingdom
RI TSC Enfield Limited	United Kingdom
RI TSC Irlam Limited	United Kingdom
RI TSC Littlehampton Limited	United Kingdom
RI TSC Milton Keynes Limited	United Kingdom
RI TSC Peterborough Limited	United Kingdom
RI TSC Prestwich Limited	United Kingdom
RI TSC Yeading Limited	United Kingdom
RI TSC Yeading Propco Limited	United Kingdom
RI UK 1 Limited	United Kingdom
RI UK SA 1 Limited	United Kingdom
RIC Pan Euro Holding LLC	Delaware
RILP NC Holding GP, LLC	Delaware
RILP NC1, LP	Delaware
RILP NC2, LP	Delaware
Series B, LLC	Arizona
Series D, LLC	Arizona
Tau Acquisition LLC	Delaware
Tau Atlantic, LLC	Delaware
Tau Central, LLC	Delaware
Tau CVJKVFL, LLC	Delaware
Tau FESSPA, LLC	Delaware
Tau Midwest, LLC	Delaware
Tau NC Holding GP, LLC	Delaware
Tau NC1, LP	Delaware
Tau Northeast, LLC	Delaware
Tau NY-NJ, LLC	Delaware
Tau Operating Partnership, L.P.	Delaware
Tau Pennsylvania General Partner, LLC	Delaware
Tau Pennsylvania, L.P.	Delaware
Tau South, LLC	Delaware
Tau West, LLC	Delaware
Terraza 1, LLC	Delaware
Terraza 10, LLC	Delaware
Terraza 11, LLC	Delaware
Terraza 12 Holding LLC	Delaware
Terraza 12, LLC	Delaware
Terraza 13, LLC	Delaware
Terraza 14, LLC	Delaware
Terraza 17, LLC	Delaware
Terraza 2, LLC	Delaware
Terraza 3, LLC	Delaware
Terraza 4, LLC	Delaware
Terraza 5, LLC	Delaware
Terraza 6, LLC	Delaware
Terraza 7, LLC	Delaware

Entity	Jurisdiction of Organization
Terraza 8, LLC	Delaware
USRP Funding 2001-A, L.P.	Delaware
VEREIT Acquisitions, LLC	Delaware
VEREIT BE Portfolio, LLC	Delaware
VEREIT BTS Acquisitions, LLC	Delaware
VEREIT CNL Funding 2000-A GP, LLC	Delaware
VEREIT CNL Net Lease Funding 2001 GP, LLC	Delaware
VEREIT GSA Services, LLC	Delaware
VEREIT ID Mesa Portfolio (Carriage Point Drive), LLC	Delaware
VEREIT ID Monroe LA, LLC	Delaware
VEREIT Income Properties, LLC	Delaware
VEREIT LD Fort Wayne IN, LLC	Delaware
VEREIT MT Oak Creek WI, LLC	Delaware
VEREIT MT Tucson (Houghton) AZ, LLC	Delaware
VEREIT Net Lease Funding 2005 GP, LLC	Delaware
VEREIT Operating Partnership, L.P.	Delaware
VEREIT Real Estate GP, LLC	Delaware
VEREIT Real Estate, L.P.	Delaware
VEREIT Realty Advisors, LLC	Delaware
VEREIT Services, LLC	Delaware
VEREIT Springing Member, LLC	Delaware
VEREIT TRS Corp.	Delaware
VEREIT USRP Funding 2001-A GP, LLC	Delaware
Vernon Hills Furniture Store, LLC	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statement No. 333‑257510 on Form S-3 and registration statement Nos. 333-181227, 333-256254, and 333-260648 on Form S-8 of our reports dated February 23, 2022, with respect to the consolidated financial statements and financial statement schedule III of Realty Income Corporation and the effectiveness of internal control over financial reporting.

(signed) KPMG LLP

San Diego, California

February 23, 2022

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-257510 on Form S-3 of Realty Income Corporation and Nos. 333-181227, 333-256254 and 333-260648 on Form S-8 of Realty Income Corporation of our report dated February 23, 2021 relating to the financial statements of VEREIT, Inc. and subsidiaries, appearing as Exhibit 99.1 in the Current Report on Form 8-K of Realty Income Corporation filed on June 4, 2021.

/s/ DELOITTE & TOUCHE LLP

Phoenix, Arizona

February 23, 2022

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-257510 on Form S-3 of Realty Income Corporation and Nos. 333-181227, 333-256254 and 333-260648 on Form S-8 of Realty Income Corporation of our report dated February 23, 2021 relating to the financial statements of VEREIT Operating Partnership, L.P. and subsidiaries, appearing as Exhibit 99.1 in the Current Report on Form 8-K of Realty Income Corporation filed on June 4, 2021.

/s/ DELOITTE & TOUCHE LLP

Phoenix, Arizona

February 23, 2022

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

I, Sumit Roy, certify that:

1.          I have reviewed this annual report on Form 10-K of Realty Income Corporation for the year ended December 31, 2021;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)             Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)            Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)            Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2022	/s/ SUMIT ROY
	Sumit Roy
	President, Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Financial Officer

I, Christie B. Kelly, certify that:

1.          I have reviewed this annual report on Form 10-K of Realty Income Corporation for the year ended December 31, 2021;

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2022	/s/ CHRISTIE B. KELLY
	Christie B. Kelly
	Executive Vice President, Chief Financial Officer and Treasurer

EX-32

Exhibit 32

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify, to his best knowledge, that:

(i)      the accompanying annual report on Form 10-K of the Company for the year ended December 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Act”); and

(ii)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ SUMIT ROY

Sumit Roy

President, Chief Executive Officer

/s/ CHRISTIE B. KELLY

Christie B. Kelly

Executive Vice President, Chief Financial Officer and Treasurer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Act, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

XML

Cover - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2021	Feb. 11, 2022	Jun. 30, 2021
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	1-13374
Entity Registrant Name	REALTY INCOME CORPORATION
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	33-0580106
Entity Address, Address Line One	11995 El Camino Real
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92130
City Area Code	858
Local Phone Number	284-5000
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 25.4
Entity Common Stock, Shares Outstanding		591,320,553
Entity Central Index Key	0000726728
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Documents Incorporated by Reference	Part III, Items 10, 11, 12, 13, and 14 incorporate by reference certain specific portions of the definitive Proxy Statement for Realty Income Corporation’s Annual Meeting to be held on May 17, 2022, to be filed pursuant to Regulation 14A. Only those portions of the proxy statement which are specifically incorporated by reference herein shall constitute a part of this annual report.
Common Stock, $0.01 Par Value
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	O
Security Exchange Name	NYSE
1.125% Notes due 2027
Entity Listings [Line Items]
Title of 12(b) Security	1.125% Notes due 2027
Trading Symbol	O27A
Security Exchange Name	NYSE
1.875% Notes due 2027
Entity Listings [Line Items]
Title of 12(b) Security	1.875% Notes due 2027
Trading Symbol	O27B
Security Exchange Name	NYSE
1.625% Notes due 2030
Entity Listings [Line Items]
Title of 12(b) Security	1.625% Notes due 2030
Trading Symbol	O30
Security Exchange Name	NYSE
1.750% Notes due 2033
Entity Listings [Line Items]
Title of 12(b) Security	1.750% Notes due 2033
Trading Symbol	O33A
Security Exchange Name	NYSE
2.500% Notes due 2042
Entity Listings [Line Items]
Title of 12(b) Security	2.500% Notes due 2042
Trading Symbol	O42
Security Exchange Name	NYSE

XML

Audit Information	12 Months Ended
	Dec. 31, 2021
Audit Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	San Diego, CA
Auditor Firm ID	185

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Real estate held for investment, at cost:
Land	$ 10,753,750	$ 6,318,926
Buildings and improvements	25,155,178	14,696,712
Total real estate held for investment, at cost	35,908,928	21,015,638
Less accumulated depreciation and amortization	(3,949,798)	(3,549,486)
Real estate held for investment, net	31,959,130	17,466,152
Real estate and lease intangibles held for sale, net	30,470	19,004
Cash and cash equivalents	258,579	824,476
Accounts receivable, net	426,768	285,701
Lease intangible assets, net	5,275,304	1,710,655
Goodwill	3,676,705	14,180
Investment in unconsolidated entities	140,967	0
Other assets, net	1,369,579	420,117
Total assets	43,137,502	20,740,285
LIABILITIES AND EQUITY
Distributions payable	146,919	85,691
Accounts payable and accrued expenses	351,128	241,336
Lease intangible liabilities, net	1,308,221	321,198
Other liabilities	759,197	256,863
Line of credit payable and commercial paper	1,551,376	0
Term loans, net	249,557	249,358
Mortgages payable, net	1,141,995	300,360
Notes payable, net	12,499,709	8,267,749
Total liabilities	18,008,102	9,722,555
Commitments and contingencies
Stockholders’ equity:
Common stock and paid in capital, par value $0.01 per share, 740,200,000 shares authorized, 591,261,991 and 361,303,445 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively	29,578,212	14,700,050
Distributions in excess of net income	(4,530,571)	(3,659,933)
Accumulated other comprehensive income (loss)	4,933	(54,634)
Total stockholders’ equity	25,052,574	10,985,483
Noncontrolling interests	76,826	32,247
Total equity	25,129,400	11,017,730
Total liabilities and equity	$ 43,137,502	$ 20,740,285

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	740,200,000	740,200,000
Common stock, issued (in shares)	591,261,991	361,303,445
Common stock, outstanding (in shares)	591,261,991	361,303,445

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CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
REVENUE
Rental (including reimbursable)	$ 2,064,958	$ 1,639,533	$ 1,484,818
Other	15,505	7,554	3,345
Total revenue	2,080,463	1,647,087	1,488,163
EXPENSES
Depreciation and amortization	897,835	677,038	593,961
Interest	323,644	309,336	290,991
Property (including reimbursable)	133,605	104,603	88,585
General and administrative	96,980	73,215	66,483
Provisions for impairment	38,967	147,232	40,186
Merger and integration-related costs	167,413	0	0
Total expenses	1,658,444	1,311,424	1,080,206
Gain on sales of real estate	55,798	76,232	29,996
Foreign currency and derivative gains, net	710	4,585	2,255
Loss on extinguishment of debt	(97,178)	(9,819)	0
Equity in income of unconsolidated entities	1,106	0	0
Other income, net	9,949	4,538	3,428
Income before income taxes	392,404	411,199	443,636
Income taxes	(31,657)	(14,693)	(6,158)
Net income	360,747	396,506	437,478
Net income attributable to noncontrolling interests	(1,291)	(1,020)	(996)
Net income available to common stockholders	$ 359,456	$ 395,486	$ 436,482
Amounts available to common stockholders per common share:
Net income per common share, basic (in dollars per share)	$ 0.87	$ 1.15	$ 1.38
Net income per common share, diluted (in dollars per share)	$ 0.87	$ 1.14	$ 1.38
Weighted average common shares outstanding:
Basic (in shares)	414,535,283	345,280,126	315,837,012
Diluted (in shares)	414,769,846	345,415,258	316,159,277
Other comprehensive income:
Net income available to common stockholders	$ 359,456	$ 395,486	$ 436,482
Foreign currency translation adjustment	9,119	(2,606)	186
Unrealized gain (loss) on derivatives, net	50,448	(34,926)	(9,190)
Comprehensive income available to common stockholders	$ 419,023	$ 357,954	$ 427,478

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Total stockholders’ equity	Shares of common stock	Common stock and paid in capital	Distributions in excess of net income	Accumulated other comprehensive income (loss)	Noncontrolling interests
Balance at Dec. 31, 2018	$ 8,120,978	$ 8,088,742		$ 10,754,495	$ (2,657,655)	$ (8,098)	$ 32,236
Balance (in shares) at Dec. 31, 2018			303,742,090
Increase (Decrease) in Stockholders' Equity
Net income	437,478	436,482			436,482		996
Other comprehensive income (loss)	(9,004)	(9,004)				(9,004)
Distributions paid and payable	(862,414)	(861,118)			(861,118)		(1,296)
Share issuances, net of costs	2,117,983	2,117,983		2,117,983
Share issuances, net of costs (in shares)			29,818,978
Contributions by noncontrolling interest	11,370						11,370
Redemption of common units	(21,123)	(6,866)		(6,866)			(14,257)
Reallocation of equity	0	(653)		(653)			653
Share-based compensation, net	8,890	8,890		8,890
Share-based compensation, net (in shares)			58,038
Balance at Dec. 31, 2019	9,804,158	9,774,456		12,873,849	(3,082,291)	(17,102)	29,702
Balance (in shares) at Dec. 31, 2019			333,619,106
Increase (Decrease) in Stockholders' Equity
Net income	396,506	395,486			395,486		1,020
Other comprehensive income (loss)	(37,532)	(37,532)				(37,532)
Distributions paid and payable	(974,724)	(973,128)			(973,128)		(1,596)
Share issuances, net of costs	1,817,978	1,817,978		1,817,978
Share issuances, net of costs (in shares)			27,564,163
Contributions by noncontrolling interest	3,168						3,168
Reallocation of equity	0	47		47			(47)
Share-based compensation, net	8,176	8,176		8,176
Share-based compensation, net (in shares)			120,176
Balance at Dec. 31, 2020	11,017,730	10,985,483		14,700,050	(3,659,933)	(54,634)	32,247
Balance (in shares) at Dec. 31, 2020			361,303,445
Increase (Decrease) in Stockholders' Equity
Net income	360,747	359,456			359,456		1,291
Other comprehensive income (loss)	59,567	59,567				59,567
Shares issued in merger	11,559,875	11,556,715		11,556,715			3,160
Shares issued in merger (in shares)			162,043,548
Orion Divestiture	(1,142,121)	(1,140,769)		(1,140,769)			(1,352)
Distributions paid and payable	(1,231,962)	(1,230,094)			(1,230,094)		(1,868)
Share issuances, net of costs	4,453,953	4,453,953		4,453,953
Share issuances, net of costs (in shares)			67,777,279
Contributions by noncontrolling interest	43,390						43,390
Reallocation of equity	0	42		42			(42)
Share-based compensation, net	8,221	8,221		8,221
Share-based compensation, net (in shares)			137,719
Balance at Dec. 31, 2021	$ 25,129,400	$ 25,052,574		$ 29,578,212	$ (4,530,571)	$ 4,933	$ 76,826
Balance (in shares) at Dec. 31, 2021			591,261,991

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 360,747	$ 396,506	$ 437,478
Adjustments to net income:
Depreciation and amortization	897,835	677,038	593,961
Loss on extinguishment of debt	97,178	9,819	0
Amortization of share-based compensation	41,773	16,503	13,662
Non-cash revenue and expense adjustments	(23,380)	(3,562)	(9,338)
Amortization of deferred financing costs	12,333	11,003	9,795
Loss on interest rate swaps	2,905	4,353	2,752
Foreign currency and derivative gains, net	(710)	(4,585)	(2,255)
Gain on sales of real estate	(55,798)	(76,232)	(29,996)
Equity income of unconsolidated entities	(1,106)	0	0
Distributions from unconsolidated entities	365	0	0
Provisions for impairment on real estate	38,967	147,232	40,186
Change in assets and liabilities
Accounts receivable and other assets	(38,292)	(79,240)	(8,954)
Accounts payable, accrued expenses and other liabilities	3,219	19,720	24,056
Net cash provided by operating activities	1,322,189	1,115,543	1,068,937
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in real estate	(6,313,076)	(2,283,130)	(3,572,581)
Improvements to real estate, including leasing costs	(19,080)	(8,708)	(23,536)
Proceeds from sales of real estate	250,536	259,459	108,911
Non-refundable escrow deposits	(28,390)	0	(14,603)
Return of investment from unconsolidated entities	38,345	0	0
Net cash paid in merger	(366,030)	0	0
Net cash used in investing activities	(6,437,695)	(2,032,379)	(3,501,809)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash distributions to common stockholders	(1,169,026)	(964,167)	(852,134)
Borrowings on line of credit and commercial paper program	9,082,206	3,528,042	2,816,632
Payments on line of credit and commercial paper program	(7,508,332)	(4,246,755)	(2,365,368)
Principal payment on term loan	0	(250,000)	(70,000)
Proceeds from notes and bonds payable issued	1,033,387	2,200,488	897,664
Principal payment on notes payable	(1,700,000)	(250,000)	0
Payments upon extinguishment of debt	(96,583)	(9,445)	0
Principal payments on mortgages payable	(66,575)	(108,789)	(20,723)
Proceeds from common stock offerings, net	1,263,235	728,883	845,061
Proceeds from dividend reinvestment and stock purchase plan	11,232	9,109	8,437
Proceeds from At-the-Market (ATM) program	3,179,490	1,094,938	1,264,518
Net cash received from Orion Divestiture	593,484	0	0
Redemption of common units	0	0	(21,123)
Distributions to noncontrolling interests	(1,707)	(1,596)	(1,342)
Net receipts on derivative settlements	3,266	4,106	4,881
Debt issuance costs	(13,405)	(19,456)	(9,129)
Other items, including shares withheld upon vesting	(33,552)	(23,279)	(4,772)
Net cash provided by financing activities	4,577,120	1,692,079	2,492,602
Effect of exchange rate changes on cash and cash equivalents	20,076	4,431	(9,796)
Net (decrease) increase in cash, cash equivalents and restricted cash	(518,310)	779,674	49,934
Cash, cash equivalents and restricted cash, beginning of year	850,679	71,005	21,071
Cash, cash equivalents and restricted cash, end of year	332,369	850,679	71,005
Mortgages payable
Adjustments to net income:
Amortization of net premiums on mortgages and notes payable	(3,498)	(1,258)	(1,415)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages payable	(66,600)	(108,800)
Notes payable
Adjustments to net income:
Amortization of net premiums on mortgages and notes payable	$ (10,349)	$ (1,754)	$ (995)

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Organization and Operation

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Operation

Organization and Operation

Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”) was founded in 1969 and is organized as a Maryland corporation. We invest in commercial real estate and have elected to be taxed as a real estate investment trust ("REIT"). We are listed on the New York Stock Exchange under the symbol “O”.

Over the past 53 years, we have been acquiring and managing freestanding commercial properties that generate rental revenue under long-term net lease agreements with our commercial clients. At December 31, 2021, we owned 11,136 properties, located in all 50 United States (U.S.) states, Puerto Rico, the United Kingdom (U.K.) and Spain, containing approximately 210.1 million leasable square feet. 

Information with respect to number of properties, leasable square feet, average initial lease term and initial weighted average cash lease yield is unaudited. Unless otherwise indicated, all dollar amounts are expressed in U.S. dollars.

In November 2021, we completed our merger with VEREIT, Inc. (VEREIT). For more details, please see note 3, Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture.

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Summary of Significant Accounting Policies and Procedures and New Accounting Standards

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies and Procedures and New Accounting Standards

Summary of Significant Accounting Policies and Procedures and New Accounting Standards

Basis of Presentation. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Intercompany accounts and transactions are eliminated in consolidation. The U.S. Dollar (“USD”) is our functional currency.

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 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, typically 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.

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 interest that was created or assumed as part of a business combination or asset acquisition was 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications. Certain reclassifications have been made to the prior years' consolidated financial statements to conform to current year presentation. We began presenting 'Goodwill,' which was previously presented in 'Other assets, net,' in a separate caption within our consolidated balance sheets. In addition, we began presenting 'Income taxes,' which was previously presented in 'Expenses,' below a newly captioned subtotal for 'Income before income taxes' within our consolidated statements of income and comprehensive income. Furthermore, we began presenting

'Other income, net' which consists of certain miscellaneous non-recurring revenue previously presented in 'Other' within 'Revenue,' in a separate caption within our consolidated statements of income and comprehensive income. These reclassifications have no effect on net income, total assets, accumulated earnings or cash flow statements as previously reported.

Net Income per Common Share. Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted net income per common share is computed by dividing net income available to common stockholders, plus income attributable to dilutive shares and convertible common units for the period, by the weighted average number of common shares that would have been outstanding assuming the issuance of common shares for all potentially dilutive common shares outstanding during the reporting period.

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:

	2021	2020	2019
Weighted average shares used for the basic net income per share computation	414,535,283	345,280,126	315,837,012
Incremental shares from share-based compensation	234,563	135,132	322,265
Weighted average shares used for diluted net income per share computation	414,769,846	345,415,258	316,159,277
Unvested shares from share-based compensation that were anti-dilutive	45,404	70,581	8,113
Weighted average partnership common units convertible to common shares that were anti-dilutive	500,217	463,119	442,073

Cash Equivalents and Restricted Cash. We consider all short-term, highly liquid investments that are readily convertible to cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Restricted cash includes cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the U.S. Internal Revenue Code, impounds related to mortgages payable and cash that is not immediately available to Realty Income (i.e. escrow deposits for future acquisitions).

Cash accounts maintained on behalf of Realty Income in demand deposits at commercial banks and money market funds may exceed federally insured levels or may be held in accounts without any federal insurance or any other insurance or guarantee. However, Realty Income has not experienced any losses in such accounts.

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 our client’s sales is recognized only after our client exceeds their sales breakpoint. Rental increases based upon changes in the consumer price indexes 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.

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.

The COVID-19 pandemic and the measures taken to limit its spread are negatively impacting the economy across many industries, including the industries in which some of our clients operate. These impacts may continue as the duration and severity of the pandemic increases. As a result, we have closely monitored the collectability of our accounts receivable and continue to evaluate the potential impacts of the COVID-19 pandemic and the measures taken to limit its spread on our business and industry segments as the situation continues to evolve and more information becomes available.

We continue to assess the probability of collecting substantially all of the lease payments to which we are entitled under the original lease contract as required under Topic 842, Leases. We assess the collectability of our future lease payments based on an analysis of creditworthiness, economic trends (including trends arising from the COVID-19 pandemic) and other facts and circumstances related to the applicable clients. If we conclude the

collection of substantially all 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.

The majority of concessions granted to our clients during 2020 and 2021 as a result of the COVID-19 pandemic have been rent deferrals with the original lease term unchanged. We currently anticipate future concessions will be similar. In accordance with the guidance provided by the Financial Accounting Standards Board (FASB) staff, we have elected to account for these leases as if the right of deferral existed in the lease contract and therefore continue to recognize lease revenue in accordance with the lease contract in effect. In limited circumstances, the undiscounted cash flows resulting from deferrals granted increased significantly from original lease terms, which required us to account for these as lease modifications, and resulted in an insignificant impact to consolidated rental revenue during 2020 and 2021. Similarly, rent abatements granted, which are also accounted for as lease modifications, impacted our rental revenue by an insignificant amount during 2020 and 2021.

Unless otherwise specified, references to reserves recorded as a reduction of rental revenue include amounts reserved for in the current period, as well as unrecognized contractual rental revenue and unrecognized straight-line rental revenue for leases accounted for on a cash basis. The following table summarizes reserves to rental revenue (in millions):

	Year ended December 31,
	2021		2020		2019
Rental revenue reserves	$	10.2	$	44.1	$	1.4
Straight-line rent reserves	4.5		8.4		1.5
Total rental revenue reserves	$	14.7	$	52.5	$	2.9

As of December 31, 2021, other than the information related to the reserves recorded to date, we do not have any further client specific information that would change our assessment that collection of substantially all of the future lease payments under our existing leases is probable. However, since the conversations regarding rent collections for our clients affected by the COVID-19 pandemic are ongoing and we do not currently know the types of future concessions, if any, that will ultimately be granted, there may be impacts in future periods that could change this assessment as the situation continues to evolve and as more information becomes available. We also evaluated certain properties impacted by the COVID-19 pandemic for impairment (see note 14, Financial Instruments and Fair Value Measurements).

Gain on Sales of Real Estate. When real estate is sold, the carrying amount of the applicable assets is derecognized with a corresponding gain from the sale recognized in our consolidated statements of income and comprehensive income. We record a gain from the sale of real estate provided that various criteria, relating to the terms of the sale and any subsequent involvement by us with the real estate, have been met.

Allocation of the Purchase Price of Real Estate Acquisitions. A majority of our acquisitions qualify as asset acquisitions and the transaction costs associated with those acquisitions are capitalized. However, our merger with VEREIT comprises both an input and substantive process that together significantly contributes to the ability to create outputs and therefore would be considered a business. As a result, the merger with VEREIT qualified as a business combination and, accordingly, the transaction costs have been expensed and categorized as merger and integration-related costs on our consolidated statements of income and comprehensive income. In accordance with ASC Topic 805, Business Combinations, adjustments to the allocated purchase price are able to be made within one year of the closing date of our merger with VEREIT as acquisition date uncertainties are resolved (for more details on our merger with VEREIT, please see note 3, Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture).

When acquiring a property for investment purposes, we typically allocate the cost of real estate acquired, inclusive of transaction costs, to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their relative estimated fair values. Intangible assets and liabilities consist of above-market or below-market lease value of in-place leases and the value of in-place leases, as applicable. Additionally, above-market rents on certain leases under which we are a lessor are accounted for as financing receivables amortizing over the lease term, while below-market rents on certain leases under which we are a lessor are accounted for as

prepaid rent. In an acquisition of multiple properties, we must also allocate the purchase price among the properties. The allocation of the purchase price is based on our assessment of estimated fair values of the land, building and improvements, and identified intangible assets and liabilities, and is often based upon various characteristics of the market where the property is located. In addition, any assumed notes payable or mortgages are recorded at their estimated fair values. The estimated fair values of our mortgages payable have been calculated by discounting the future cash flows using applicable interest rates that have been adjusted for factors, such as industry type, client investment grade, maturity date, and comparable borrowings for similar assets. The use of different assumptions in the allocation of the purchase price of the acquired properties and liabilities assumed could affect the timing of recognition of the related revenue and expenses.

Our estimated fair value determinations are based on management’s judgment, utilizing various factors, including: market land and building values, market rental rates, discount rates and capitalization rates. Our methodology for measuring and allocating the fair value of real estate acquisitions includes both observable market data (categorized as level 2 on the three-level valuation hierarchy of ASC Topic 820, Fair Value Measurement), and unobservable inputs that reflect our own internal assumptions (categorized as level 3 under ASC Topic 820). Given the significance of the unobservable inputs we believe the allocations of fair value of real estate acquisitions should be categorized as level 3 under ASC Topic 820. From time to time, we have used, and may continue to use, the assistance of independent third parties specializing in real estate valuations to prepare our purchase price allocations.

The allocation of tangible assets (which includes land and buildings/improvements) of an acquired property with an in-place lease is based upon relative fair value. Land is typically valued utilizing the sales comparison (or market) approach. Buildings and improvements are typically valued under the replacement cost approach. In allocating the fair value to identified intangibles for above-market or below-market leases, an amount is recorded based on the present value of the difference between (i) the contractual amount to be paid pursuant to the in-place lease and (ii) our estimate of fair market lease rate for the corresponding in-place lease, measured over the remaining term of the lease. The value of in-place leases is determined by our estimated costs related to acquiring a client and the carrying costs that would be incurred over the vacancy period to locate a client if the property were vacant, considering market conditions and costs to execute similar leases at the time of acquisition.

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 on our consolidated statements of income and comprehensive income. The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to depreciation and amortization expense over the remaining periods of the respective leases. If a lease is terminated prior to its stated expiration, all unamortized amounts relating to that lease are recorded to revenue or expense as appropriate.

Real Estate and Lease Intangibles Held for Sale. We generally reclassify assets to held for sale when the disposition has been approved, there are no known contingencies relating to the sale and the consummation of the disposition is considered probable within one year. Upon classifying a real estate investment as held for sale, we will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets.

If circumstances arise that we previously considered unlikely and, as a result, we decide not to sell a property previously classified as held for sale, we will reclassify the property as held for investment. We measure and record a property that is reclassified as held for investment at the lower of (i) its carrying value before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held for investment or (ii) the estimated fair value at the date of the subsequent decision not to sell.

Thirty-three properties were classified as held for sale at December 31, 2021.

Investment in Unconsolidated Entities. We account for our investment in unconsolidated entity arrangements using the equity method of accounting as we have the ability to exercise significant influence, but not control, over operating and financing policies of these investments. We have determined that none of the unconsolidated entities would be considered variable interest entities ("VIE") under the applicable accounting guidance. Our equity method investments were acquired in our merger with VEREIT. As a result, the investments were recorded at fair value and subsequently will be adjusted for our share of equity in the entities' earnings and distributions received. The step-up in fair value was allocated to the individual investment assets and liabilities and is being amortized over the estimated useful life of the respective underlying tangible real estate assets, the lease term of the intangible real

estate assets, and the remaining term of the assumed debt. Investment in unconsolidated entities is included in the accompanying consolidated balance sheets. We record our proportionate share of net income from the unconsolidated entities in other income, net in the consolidated statements of income and comprehensive income.

Goodwill. Upon the closing of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. In connection with our merger with VEREIT, we recorded goodwill as a result of consideration exceeding the net assets acquired. Goodwill has not yet been allocated to our individual operating segments; the allocation is pending the finalization of our purchase accounting.

Deferred Financing Costs. Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining or originating financing. Deferred financing costs, other than those associated with the line of credit, are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability. Deferred financing costs related to the line of credit are included in other assets, net in the accompanying consolidated balance sheets. These costs are amortized to interest expense over the terms of the respective financing agreements that approximates with the effective interest method.

Depreciation and Amortization. Land, buildings and improvements are recorded and stated at cost. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives, while ordinary repairs and maintenance are expensed as incurred. Buildings and improvements that are under redevelopment, or are being developed, are carried at cost and no depreciation is recorded on these assets. Additionally, amounts essential to the development of the property, such as pre-construction, development, construction, interest and other costs incurred during the period of development are capitalized. We cease capitalization when the property is available for occupancy upon substantial completion of property improvements to accommodate the client's use, but in any event no later than one year from the completion of major construction activity.

Properties are depreciated using the straight-line method over the estimated useful lives of the assets.  The estimated useful lives are as follows:

Buildings	25 years or 35 years
Building improvements	4 to 35 years
Equipment	5 to 25 years
Lease commissions and property improvements to accommodate the client's use	The shorter of the term of the related lease or useful life
Acquired in-place leases	Remaining terms of the respective leases

Provisions for Impairment - Real Estate Assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If estimated future operating cash flows (undiscounted and without interest charges) plus estimated disposition proceeds (undiscounted) are less than the current book value of the property, a fair value analysis is performed and, to the extent the estimated fair value is less than the current book value, a provision for impairment is recorded to reduce the book value to estimated fair value. Key assumptions that we utilize in this analysis include projected rental rates, estimated holding periods, capital expenditures and property sales capitalization rates.

Provisions for Impairment - Goodwill. Goodwill is not amortized, but is subject to impairment reviews annually, or more frequently if necessary. Goodwill is qualitatively assessed to determine whether a quantitative impairment assessment is necessary. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. If the carrying value of the asset exceeds its estimated fair value, an impairment loss is recognized, and the asset is written down to its estimated fair value. We perform our annual goodwill impairment assessment as of June 30. During the years ended December 31, 2021, 2020 and 2019 there were no impairments of goodwill.

Provisions for Impairment - Investment in Unconsolidated Entities. When circumstances indicate that a decrease in value of an equity method investment has occurred that is other than temporary, an impairment loss should be recognized. To determine whether an impairment is other-than-temporary, we consider whether it has the ability and intent to hold the investment until the carrying value is fully recovered. We evaluate the recoverability of our investment in unconsolidated entities in accordance with accounting standards for equity investments by first reviewing each investment for indicators of impairment. If indicators are present, we estimate the fair value of the

investment. If the carrying value of the investment is greater than the estimated fair value, we make an assessment of whether the impairment is temporary or other-than-temporary. In making this assessment, we consider the length of time and the extent to which fair value has been less than cost, the financial condition and near-term prospects of the entity, and our intent and ability to retain its interest long enough for a recovery in market value. If we conclude that the impairment is other than temporary, the investment is reduced to its estimated fair value. The evaluation of an investment in an unconsolidated entity for potential impairment requires significant judgment. Since our merger with VEREIT in November 2021, when we assumed our first unconsolidated entities, through December 31, 2021, there have been no impairments of equity method investments.

Equity Offering Costs.  Underwriting commissions and offering costs have been reflected as a reduction of additional paid-in-capital on our consolidated balance sheets.

Derivative and Hedging Activities. Derivatives are financial arrangements among two or more parties with returns linked to or “derived” from an underlying equity, debt, commodity, other asset, liability, interest rate, foreign exchange rate or another index, or the occurrence or nonoccurrence of a specified event. The settlement of a derivative is determined by its underlying notional amount specified in the contract. Derivative contracts may be entered into outright or embedded within a non-derivative host contract, and may be listed, traded on exchanges or privately negotiated directly between two parties.

We actively manage our risk exposures which arise from our liquidity and funding activities using derivative instruments which hedge for interest rate risk, foreign exchange risk, or both. We record all derivatives on the balance sheet at fair value. The recognition of changes in the fair value of derivatives is recorded in net income unless the derivative is designated in a cash flow or net investment hedge accounting relationship in which case the change in fair value is recorded in other comprehensive income until such time as the designated hedged item impacts net income.

Income Taxes. We have elected to be taxed as a 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, we generally will not be required to pay federal corporate 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 a TRS 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. The income taxes recorded on our consolidated statements of income and comprehensive income represent amounts accrued or paid by Realty Income and its subsidiaries for city and state income and franchise taxes and income taxes for the U.K. and Spain.

Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes 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 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 income tax positions have been recorded in our financial statements.

Recently Issued Accounting Standards. In July 2021, the FASB issued ASU 2021-05 establishing Topic 842, Lessors - Certain Leases with Variable Lease Payments. ASU 2021-05 improves ASC 842 classification guidance as it relates to a lessor's accounting for certain leases with variable lease payments. This guidance requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. This guidance is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2021-05 on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2022. The guidance may be elected over time as reference rate reform activities occur. We are currently evaluating the impact

that the expected market transition from the London Interbank Offered Rate, commonly referred to as LIBOR, to alternative references rates will have on our financial statements as well as the applicability of the aforementioned expedients and exceptions provided in ASU 2020-04.

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Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture

Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture

Merger with VEREIT

On April 29, 2021, we entered into an Agreement and Plan of Merger, as amended, or the Merger Agreement, with VEREIT, its operating partnership, VEREIT Operating Partnership, L.P., or VEREIT OP, and two newly formed subsidiaries. Pursuant to the terms of the Merger Agreement, (i) one of the newly formed subsidiaries of us agreed to merge with and into VEREIT OP, with VEREIT OP as the surviving entity, which we refer to as the Partnership Merger, and (ii) immediately thereafter, VEREIT agreed to merge with and into the other newly formed subsidiary of us, with our subsidiary as the surviving corporation, which we refer to collectively as the merger.

The primary reason for the Merger is to expand our size, scale and diversification, in order to further enhance our competitive advantages and accelerate our investment activities.

On November 1, 2021, we completed our acquisition of VEREIT, and the merger was consummated. Pursuant to the terms of the Merger Agreement and subject to the terms thereof, upon the consummation of the merger, (i) each outstanding share of VEREIT common stock, and each outstanding common partnership unit of VEREIT OP owned by any of its partners other than VEREIT, Realty Income or their respective affiliates, was automatically converted into 0.705 of newly issued shares of our common stock, or in certain instances, Realty Income L.P. units, and (ii) each VEREIT OP outstanding common unit owned by VEREIT, Realty Income or their respective affiliates remained outstanding as partnership interests in the surviving entity. Each outstanding VEREIT stock option and restricted stock unit that were unvested as of November 1, 2021 were converted into equivalent options and restricted stock units, in each case with respect to the share of the Company's common stock, using the equity award exchange ratio in accordance with the Merger Agreement. For more details, see note 16, Common Stock Incentive Plan.

Our merger with VEREIT 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 VEREIT common stock and VEREIT OP common units exchanged (1)	229,304,035
Exchange Ratio	0.705
	161,659,345
Less: Fractional shares settled in cash	(1,545)
Shares of Realty Income common stock and Realty Income L.P. units issued	161,657,800
Adjusted opening price of Realty common stock on November 1, 2021 (2)	$	71.236
Fair value of Realty common stock issued to former holders of VEREIT common stock and VEREIT OP common units	$	11,515,855
Fair value of VEREIT's equity-based compensation awards attributable to pre-combination services (3)	44,020
Total non-cash consideration	11,559,875
Cash paid for fractional shares	110
VEREIT indebtedness paid off in connection with the merger (4)	500,414
Consideration transferred	$	12,060,399

(1) Includes 229,152,001 shares of VEREIT common stock and 152,034 VEREIT OP common units outstanding as of November 1, 2021. Under the Merger Agreement, these shares and units were converted to Realty Income common stock, or in certain instances, Realty Income L.P. units, at an Exchange Ratio of 0.705 per share of VEREIT common stock or VEREIT OP common unit, as applicable.

(2) The fair value of Realty Income common stock issued to former holders of VEREIT common stock and VEREIT OP common units is based on the per share opening price of Realty Income common stock of $71.00 on November 1, 2021 (which traded on an ex-dividend basis), adjusted for the monthly dividend of $0.236 per share that former holders of VEREIT common stock and VEREIT OP common units were eligible to receive when such dividend was paid on November 15, 2021.

(3) Represents the fair value of fully vested deferred stock unit awards of VEREIT common stock (“VEREIT DSU Awards”) which were converted into Realty Income common stock upon our merger with VEREIT, as well as the estimated fair value of the Realty Income replacement employee and executive stock options and restricted stock units that were granted at the closing date of our merger with VEREIT and which were attributable to pre-combination services.

(4) Represents the outstanding balance of the VEREIT revolving credit facility paid off by Realty Income in connection with the merger. The amount shown in the table above was based upon the balance outstanding immediately prior to November 1, 2021.

A.    Preliminary Purchase Price Allocation

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

ASSETS
Land	$	3,037,751
Buildings	8,685,049
Total real estate held for investment	11,722,800
Cash and cash equivalents	128,411
Accounts receivable	53,355
Lease intangible assets (1)	3,227,381
Goodwill	3,662,848
Investment in unconsolidated entities	194,876
Other assets	318,776
Total assets acquired	$	19,308,447
LIABILITIES
Accounts payable and accrued expenses	$	139,836
Lease intangible liabilities (2)	953,730
Other liabilities	337,052
Mortgages payable	869,113
Notes payable	4,946,965
Total liabilities assumed	$	7,246,696
Net assets acquired, at fair value	$	12,061,751
Noncontrolling interests	$	1,352
Total purchase price	$	12,060,399

(1) The weighted average amortization period for acquired lease intangible assets is 9.3 years.

(2) The weighted average amortization period for acquired lease intangible liabilities is 26.1 years.

The assessment of fair value is preliminary and is based on information that was available to management at the time the consolidated financial statements were prepared. Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. The finalization of our purchase accounting assessment could result in changes in the valuation of assets acquired and liabilities assumed up to a year after the date of our merger with VEREIT, which could be material.

Due to the timing and complexity of the merger, we recorded the assets acquired and liabilities assumed at their preliminary estimated fair values. As of December 31, 2021, we had not finalized the determination of fair values allocated to certain assets and liabilities, including land, buildings, lease intangible assets, lease intangible liabilities, and the allocation of goodwill. The preliminary purchase price allocation is subject to change as we complete our analysis of the fair value at the date of the transactions, which could have an impact on the consolidated financial statements.

A preliminary estimate of approximately $3.66 billion has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. The recognized goodwill is attributable to expected synergies and benefits arising from the merger transaction, including anticipated financing and overhead cost savings, potential economies of scale benefits in both customer and vendor relationships and the employee workforce onboarded from VEREIT following the closing of the transaction. Goodwill has not yet been allocated to our individual operating segments; the allocation is pending the

finalization of our purchase accounting. None of the goodwill recognized is expected to be deductible for tax purposes.

B.    Merger and Integration-related Costs
In conjunction with our merger with VEREIT, we incurred approximately $161.4 million of transaction costs during the year ended December 31, 2021, which were included in the $167.4 million of merger and integration-related costs within our consolidated statements of income and comprehensive income. The merger and integration-related costs primarily consist of advisory fees, including success-based fees, attorney fees, accountant fees, SEC filing fees and additional integration costs that include incremental and non-recurring costs necessary to convert data and systems, retain employees and otherwise enable us to operate acquired businesses or assets efficiently.

C.    Unaudited Pro Forma Financial Information

Our consolidated results of operations for the year ended December 31, 2021 include $176.3 million of revenues and $36.7 million of net loss associated with the results of operations of VEREIT OP from the merger closing date to December 31, 2021.

The following unaudited pro forma information presents a summary of our combined results of operations for the years ended December 31, 2021 and 2020 as if our merger with VEREIT had occurred on January 1, 2020 (in millions, except per share data). The following 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. The following information excludes the impact of the spin-off of office assets to Orion Office REIT Inc.

	Year Ended December 31,
	2021		2020
Total revenues	$	3,082.9	$	2,828.0
Net income	$	762.9	$	317.2
Basic and diluted earnings per share	$	1.39	$	0.62

The unaudited pro forma financial information above includes the following nonrecurring significant adjustment made to account for certain costs incurred as if our merger with VEREIT had been completed on January 1, 2020: merger and integration-related costs of $167.4 million were excluded within the pro forma financial information for 2021, but included for 2020.

D.    Litigation Relating to the Merger
Purported stockholders of VEREIT filed 12 lawsuits challenging disclosures related to the merger (Stein v. VEREIT, Inc., et. al., Case No. 1:21-cv-01409 (D. Ct. Md., June 7, 2021) (the “Stein Complaint”); Bowles v. VEREIT, Inc., et. al., Case No. 1:21-cv-00845 (D. Ct. Del., June 10, 2021) (the “Bowles Complaint”); Leach v. VEREIT, Inc., et. al., Case No. 1:21-cv-05270 (D. Ct. S.D.N.Y., June 14, 2021) (the “Leach Complaint”); Jenkins v. VEREIT, Inc., et. al., Case No. 1:21-cv-05286 (D. Ct. S.D.N.Y., June 15, 2021) (the “Jenkins Complaint”); Tacka v. VEREIT, Inc., et. al., Case No. 1:21-cv-05357 (D. Ct. S.D.N.Y., June 17, 2021) (the “Tacka Complaint”); Congregation Zichron Moishe v. VEREIT, Inc., et. al., Case No. 1:21-cv-01729 (D. Ct. Colo., June 24, 2021) (the “Congregation Zichron Moishe Complaint”); Mishra v. VEREIT, Inc., et al., Case No. 1:21-cv-01758 (D. Colo. June 28, 2021) (the “Mishra Complaint”); Walker v. VEREIT, Inc., et. al., Case No. 1:21-cv-01791 (D. Ct. Colo. July 1, 2021) (the “Walker Complaint”); Ciccotelli v. VEREIT, Inc., et. al., Case No. 2:21-cv-02983 (D. Ct. E.D. Pa. July 2, 2021) (the “Ciccotelli Complaint”); Upton v. VEREIT, Inc., et. al., Case No. 1:21-cv-06129 (D. Ct. S.D.N.Y July 16, 2021) (the “Upton Complaint”); Matten v. VEREIT, Inc., et al., Case No. 1:21-cv-06212 (S.D.N.Y. July 21, 2021) (the “Matten Complaint”); and Halberstam v. VEREIT, Inc., et al., Case No. 1:21-cv-02000 (D. Colo. July 23, 2021 (the “Halberstam Complaint”)). Purported stockholders of Realty Income filed one lawsuit challenging the disclosures related to the merger (Boyko v. Realty Income Corp., et. al., Case No. 1:21-cv-01653 (D. Ct. Colo., June 16, 2021) (the “Boyko Complaint,” and collectively, the “Complaints”)). A stockholder of Realty Income also sent the Company a demand disclosure letter on June 30, 2021 (the “Demand Letter”).

The Stein, Leach, Tacka, Matten and Halberstam Complaints named VEREIT and the members of the VEREIT board of directors as defendants. The Congregation Zichron Moishe, Mishra, Walker and Upton Complaints named VEREIT, VEREIT OP, and the members of the VEREIT board of directors as defendants. The Bowles and Ciccotelli Complaints named VEREIT, the members of the VEREIT board of directors, VEREIT OP, Realty Income, Merger

Sub 1 and Merger Sub 2 as defendants. The Jenkins Complaint named VEREIT, the members of the VEREIT board of directors, Realty Income, Merger Sub 1 and Merger Sub 2 as defendants. The Boyko Complaint named Realty Income and the members of the Realty Income board of directors as defendants. The Demand Letter was addressed to Realty Income and the members of the Realty Income board of directors.

The Complaints each alleged generally that the entities and individual defendants named in such Complaint violated Section 14(a) and Rule 14a-9 promulgated thereunder and that the individual defendants violated Section 20(a) of the Exchange Act by preparing and disseminating a registration statement that misstates or omits certain allegedly material information. The Demand Letter included similar allegations. Furthermore, the Jenkins Complaint also alleged that: (1) members of the VEREIT board of directors breached their fiduciary duties by entering into the transactions contemplated by the Merger Agreement through a flawed and unfair process and by failing to disclose all material information to VEREIT’s stockholders; and (2) VEREIT, Realty Income, Merger Sub 1 and Merger Sub 2 each aided and abetted such breach of fiduciary duty by the VEREIT board of directors.

Each Complaint sought, among other things, injunctive relief enjoining the consummation of the Merger, and, if the Merger was consummated, rescission or rescissory damages and an award of the plaintiff’s costs, including attorneys’ and experts’ fees. The defendants believed that all of the claims asserted in the Complaints were without merit. On July 30, 2021, VEREIT filed a Form 8-K containing supplemental disclosures regarding the merger and related transactions in response to allegations set forth in the Complaints and the Demand Letter. In light of these additional disclosures, between August 2, 2021 and October 27, 2021, plaintiffs’ counsel in all of the cases voluntarily dismissed their respective complaints.

Orion Divestiture

Following of the closing of our merger with VEREIT, we contributed 92 office real estate assets, a consolidated real estate venture holding one office asset, and an unconsolidated real estate venture holding five office assets to a wholly owned subsidiary named Orion Office REIT Inc., or Orion. On November 12, 2021, we distributed the outstanding shares of Orion common stock to our shareholders (including legacy VEREIT stockholders who received shares of our common stock in our merger with VEREIT) on a pro rata basis at a rate of one share of Orion common stock for every ten shares of Realty Income common stock held on November 12, 2021, the applicable record date, which we refer to as the Orion Divestiture. The fair market value of these shares for tax distribution was determined to be $20.6272 per share, which was calculated using the five day volume weighted average share price after issuance. For more detail, see note 12, Distributions Paid and Payable. Following the Orion Divestiture, Orion began operating as a separate, independent public company.

In conjunction with the Orion Divestiture, we incurred approximately $6.0 million of transaction costs during the year ended December 31, 2021, which were included in the $167.4 million of merger and integration-related costs within our consolidated statements of income and comprehensive income.

As part of the Orion Divestiture, Orion paid us a dividend of $425.0 million and reimbursed $170.2 million to us for the early redemption of mortgage loans underlying the contributed assets prior to the effectuation of the Orion Divestiture. The distribution of Orion resulted in the derecognition of net assets of $1.74 billion, which net of the aforementioned cash payments of $595.2 million, resulted in a reduction to additional paid in capital of $1.14 billion.

In connection with the divestiture, we entered into certain agreements with Orion to effect our legal and structural separation, including a transition services agreement (TSA) and reverse TSA to provide certain administrative and other services for a limited time, and tax matters. As of December 31, 2021, those agreements are still in effect.

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Supplemental Detail for Certain Components of Consolidated Balance Sheets

12 Months Ended

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

Supplemental Detail for Certain Components of Consolidated Balance Sheets

Supplemental Detail for Certain Components of Consolidated Balance Sheets (in thousands):

A.	Accounts Receivable, net, consist of the following at:	December 31, 2021		December 31, 2020
	Straight-line rent receivables, net	$	231,943	$	174,074
	Client receivables, net	194,825		111,627
		$	426,768	$	285,701

B.	Lease intangible assets, net, consist of the following at:	December 31, 2021		December 31, 2020
	In-place leases	$	4,791,846	$	1,840,704
	Accumulated amortization of in-place leases	(804,050)		(744,375)
	Above-market leases	1,591,382		866,567
	Accumulated amortization of above-market leases	(303,874)		(252,241)
		$	5,275,304	$	1,710,655

C.	Other assets, net, consist of the following at:	December 31, 2021		December 31, 2020
	Right of use asset - operating leases, net	$	631,515	$	112,049
	Financing receivables	323,921		131,291
	Right of use asset - financing leases	218,332		118,585
	Restricted escrow deposits	68,541		21,220
	Derivative assets and receivables – at fair value	29,593		10
	Non-refundable escrow deposits	28,560		1,000
	Prepaid expenses	18,062		11,795
	Corporate assets, net	10,915		8,598
	Investment in sales type leases	7,492		—
	Impounds related to mortgages payable	5,249		4,983
	Note receivable	4,455		—
	Credit facility origination costs, net	4,352		7,705
	Other items	18,592		2,881
		$	1,369,579	$	420,117

D.	Accounts payable and accrued expenses consist of the following at:	December 31, 2021		December 31, 2020
	Notes payable - interest payable	$	108,227	$	83,219
	Derivative liabilities and payables – at fair value	70,617		73,356
	Property taxes payable	36,173		23,413
	Accrued property expenses	27,344		5,401
	Accrued costs on properties under development	19,665		12,685
	Accrued income taxes	19,152		8,077
	Value-added tax payable	11,297		5,182
	Merger and integration-related costs	10,699		—
	Mortgages, term loans, and credit line - interest payable	3,874		1,044
	Other items	44,080		28,959
		$	351,128	$	241,336

E.	Lease intangible liabilities, net, consist of the following at:	December 31, 2021		December 31, 2020
	Below-market leases	$	1,460,701	$	460,895
	Accumulated amortization of below-market leases	(152,480)		(139,697)
		$	1,308,221	$	321,198

F.	Other liabilities consist of the following at:	December 31, 2021		December 31, 2020
	Lease liability - operating leases, net	$	461,748	$	114,559
	Rent received in advance and other deferred revenue	242,122		130,231
	Lease liability - financing leases	43,987		6,256
	Security deposits	11,340		5,817
		$	759,197	$	256,863

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Investments in Real Estate

12 Months Ended

Dec. 31, 2021

Real Estate [Abstract]

Investments in Real Estate

Investments in Real Estate

We acquire land, buildings and improvements necessary for the successful operations of commercial clients.

A.           Acquisitions during 2021 and 2020

Below is a summary of our acquisitions for the year ended December 31, 2021 (information is unaudited and excludes properties assumed on November 1, 2021 in conjunction with our merger with VEREIT):

	Number of Properties	Leasable Square Feet	Investment ($ in thousands)		Weighted Average Lease Term (Years)	Initial Weighted Average Cash Lease Yield (1)
Year ended December 31, 2021 (2)
Acquisitions - U.S. (in 43 states)	714	14,727,335	$	3,608,573	14.1	5.5	%
Acquisitions - Europe (U.K. and Spain)	129	9,196,345	2,558,909		11.6	5.5	%
Total Acquisitions	843	23,923,680	$	6,167,482	13.1	5.5	%
Properties under Development (3)	68	2,681,676	243,278		15.7	6.0	%
Total (4)	911	26,605,356	$	6,410,760	13.2	5.5	%

(1)The initial weighted average cash lease yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property. Since it is possible that a client could default on the payment of contractual rent, we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above. Contractual net operating income used in the calculation of initial average cash yield includes approximately $8.5 million received as settlement credits for 41 properties as reimbursement of free rent periods for the year ended December 31, 2021.

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 lease yield is computed as follows: estimated cash net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs.

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

(3) Includes £7.0 million of investments in U.K. development properties, converted at the applicable exchange rate on the funding date.

(4) Our clients occupying the new properties are 83.6% retail and 16.4% industrial, based on rental revenue. Approximately 40% of the rental revenue generated from acquisitions during 2021 is from our investment grade rated clients, their subsidiaries or affiliated companies.

Acquired properties accounted for as asset acquisitions during the year ended December 31, 2021, which had no associated contingent consideration, were allocated as follows (in millions):

	Acquisitions - U.S.		Acquisitions - U.K.		Acquisitions - Spain
Year ended December 31, 2021	(USD)		(£ Sterling)		(€ Euro)
Land (1)	$	1,059.3	£	422.3	€	108.4
Buildings and improvements	1,795.8		904.3		168.8
Lease intangible assets (2)	579.8		249.0		37.8
Other assets (3)	503.7		40.4		21.9
Lease intangible liabilities (4)	(92.2)		(6.8)		—
Other liabilities (5)	(130.6)		(0.3)		(16.5)
	$	3,715.8	£	1,608.9	€	320.4

(1) U.K. land includes £5.5 million of right of use assets under long-term ground leases.

(2) The weighted average amortization period for acquired lease intangible assets is 12.8 years.

(3) U.S. other assets consists of $161.5 million of financing receivables with above-market terms, $76.7 million of right-of-use assets accounted for as finance leases, $5.8 million in investments in sales-type leases, and $259.7 million of right of use assets under ground leases accounted for as operating leases. U.K. other assets consists of £7.2 million of financing receivables with above-market terms, £33.2 million of right-of-use assets accounted for as finance leases, and £13,000 of right of use assets under ground leases accounted for as operating leases. Spain other assets consists entirely of financing receivables with above-market terms.

(4) The weighted average amortization period for acquired lease intangible liabilities is 15.9 years.

(5) U.S. other liabilities consists of $27.1 million of deferred rent on certain below-market leases, $67.4 million of lease liabilities under ground leases accounted for as operating leases, and $36.1 million for lease liabilities under financing leases. U.K. other liabilities consists of £288,000 of a GBP mortgage premium and £13,000 of lease liabilities under ground leases. Spain other liabilities consists entirely of deferred rent on certain below-market leases.

Acquired properties accounted for as asset acquisitions during 2021 generated total revenues of $136.6 million and net income of $25.8 million during the year ended December 31, 2021.

Below is a summary of our acquisitions for the year ended December 31, 2020 (unaudited):

	Number of Properties	Leasable Square Feet	Investment ($ in thousands)		Weighted Average Lease Term (Years)	Initial Weighted Average Cash Lease Yield
Year Ended December 31, 2020 (1)
Acquisitions - U.S. (in 30 states)	202	5,476,009	$	1,302,220	14.9	5.8	%
Acquisitions - U.K. (2)	24	2,120,256	920,934		10.8	6.1	%
Total Acquisitions	226	7,596,265	$	2,223,154	13.2	5.9	%
Properties under Development - U.S.	18	1,601,095	84,127		15.3	5.6	%
Total (3)	244	9,197,360	$	2,307,281	13.2	5.9	%

(1)None of our investments during 2020 caused any one client to be 10% or more of our total assets at December 31, 2020.

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

(3)Our clients occupying the new properties are 86.6% retail and 13.4% industrial, based on rental revenue. Approximately 61% of the rental revenue generated from acquisitions during 2020 is from our investment grade rated clients, their subsidiaries or affiliated companies.

Acquired properties accounted for as asset acquisitions during the year ended December 31, 2020, which had no associated contingent consideration, were allocated as follows (in millions):

	Acquisitions - U.S.		Acquisitions - U.K.
Year Ended December 31, 2020	(USD)		(£ Sterling)
Land (1)	$	338.4	£	253.4
Buildings and improvements	760.0		259.1
Lease intangible assets (2)	206.6		145.3
Other assets (3)	52.6		50.6
Lease intangible liabilities (4)	(9.3)		(0.6)
Other liabilities (5)	(0.9)		—
	$	1,347.4	£	707.8

(1) U.K. land includes £88.8 million of right of use assets under long-term ground leases.

(2) The weighted average amortization period for acquired lease intangible assets is 15.8 years.

(3) U.S. other assets consists of $51.9 million of financing receivables with above-market terms and $689,000 of right of use assets under ground leases. U.K. other assets consists entirely of right of use assets under ground leases.

(4) The weighted average amortization period for acquired lease intangible liabilities is 16.7 years.

(5) U.S. other liabilities consists entirely of lease liabilities under ground leases.

Acquired properties accounted for as asset acquisitions during 2020 generated total revenues of $54.6 million and net income of $19.4 million during the year ended December 31, 2020.

B.           Investments in Existing Properties

During 2021, we capitalized costs of $21.9 million on existing properties in our portfolio, consisting of $6.3 million for re-leasing costs, $978,000 for recurring capital expenditures and $14.6 million for non-recurring building improvements. In comparison, during 2020, we capitalized costs of $7.0 million on existing properties in our portfolio, consisting of $1.8 million for re-leasing costs, $198,000 for recurring capital expenditures and $5.0 million for non-recurring building improvements.

C.          Properties with Existing Leases

Of the $6.41 billion we invested during 2021, which excludes the 3,895 properties assumed in conjunction with our merger with VEREIT on November 1, 2021, approximately $5.02 billion was used to acquire 557 properties with existing leases. In comparison, of the $2.31 billion we invested during 2020, approximately $1.86 billion was used to acquire 127 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 2021, 2020, and 2019 were $247.5 million, $134.6 million, and $112.0 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 on 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 2021, 2020, and 2019 were $54.6 million, $30.9 million, and $22.1 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 December 31, 2021 (in thousands):

	Net increase (decrease) to rental revenue		Increase to amortization expense
2022	$	(59,676)	$	611,012
2023	(57,819)		524,957
2024	(51,873)		465,087
2025	(46,018)		396,948
2026	(37,220)		353,006
Thereafter	273,319		1,636,786
Totals	$	20,713	$	3,987,796

D.          Gain on Sales of Real Estate

The following summarizes our property dispositions (dollars in millions). These amounts exclude properties disposed from the spin-off of office properties to Orion Office REIT Inc. in November 2021.

	Year Ended December 31,
	2021		2020		2019
Number of properties	154		126		93
Net sales proceeds	$	250.3	$	262.5	$	108.9
Gain on sales of real estate	$	55.8	$	76.2	$	30.0

These property sales do not represent a strategic shift that will have a major effect on our operations and financial results, and therefore do not require presentation as discontinued operations.

E.           Investment in Unconsolidated Entities

The following is a summary of our investments in unconsolidated entities as of December 31, 2021 (in thousands):

	Ownership % (1)	Number of Properties	Carrying Amount of Investment as of (2)		Equity in Income (2)
Investment	December 31, 2021		December 31, 2021		December 31, 2021
Industrial Partnerships	20%	7	$	140,967	$	1,106

(1) Our ownership interest reflects legal ownership interest. Legal ownership may, at times, not equal our economic interest in the listed properties because of various provisions in certain entity agreements regarding capital contributions, distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, our actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with legal ownership interests.

(2) Our unconsolidated entities are a result of our merger with VEREIT. The total carrying amount of the investments was greater than the underlying equity in net assets by $100.3 million as of December 31, 2021. The difference relates to a step-up in fair value of the investment net assets acquired in connection with the merger with VEREIT on November 1, 2021. The step up in fair value was allocated to the individual investment assets and liabilities and is being amortized over the estimated useful life of the respective underlying tangible real estate assets, the lease term of the intangible real estate assets, and the remaining term of the mortgages payable. Prior to November 1, 2021, we did not own any unconsolidated entities.

As a result of the merger with VEREIT, we assumed a preferred equity interest in the development of one distribution center for which we were entitled to receive a cumulative preferred return of 9% per year on the initial contribution of $22.8 million along with a share in the profit earned in the event of the sale of the property to a third party. Under the acquisition method of accounting, this preferred equity interest was adjusted to its fair value of $38.1 million at the time of the merger. During December 2021, the distribution center was sold to a third party and we received proceeds of $38.3 million and recorded a $0.2 million gain on disposition.

The aggregate debt outstanding for unconsolidated entities was $431.8 million as of December 31, 2021, which is non-recourse to us. As our only equity method investment resulted from our merger with VEREIT on November 1, 2021, there was no debt relating to unconsolidated entities as of December 31, 2020.

Each of us and our unconsolidated entity partners are subject to the provisions of the applicable entity agreements, which include provisions for when additional contributions may be required to fund certain cash shortfalls.

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Revolving Credit Facility and Commercial Paper Program

12 Months Ended

Dec. 31, 2021

Revolving Credit Facility and Commercial Paper Program

Debt

Debt

Revolving Credit Facility and Commercial Paper Program

A.    Credit Facility

We have a $3.0 billion unsecured revolving credit facility with an initial term that expires in March 2023 and includes, at our option, two six-month extensions. The revolving credit facility allows us to borrow in up to 14 currencies, including U.S. dollars, and has a $1.0 billion expansion option, which is subject to obtaining lender commitments. Under our credit facility, our investment grade credit ratings as of December 31, 2021 provide for financing at LIBOR plus 0.775% with a facility commitment fee of 0.125%, for all-in pricing of 0.90% over LIBOR. The borrowing rate is subject to an interest rate floor and may change if our investment grade credit ratings change. We also have other interest rate options available to us under our revolving credit facility. Our revolving credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation.

LIBOR is in the process of being discontinued. While certain U.S. dollar LIBOR settings will continue to be published on the current basis until June 30, 2023, all other LIBOR settings either are no longer being published or are being published only for a limited time and only on a “synthetic” basis (i.e., not on the basis of submissions made by panel banks). The regulator of the administrator of LIBOR has prohibited any new use of LIBOR by firms subject to its supervision, and certain regulators in the United States have stated that no new contracts using U.S. dollar LIBOR should be entered into after 2021. Our revolving credit facility and term loan facility were amended in December 2021 to include provisions for establishing alternative reference rates when LIBOR is no longer available.

At December 31, 2021, credit facility origination costs of $4.4 million are included in other assets, net, as compared to $7.7 million at December 31, 2020, on our consolidated balance sheet. These costs are being amortized over the remaining term of our revolving credit facility.

At December 31, 2021, we had a borrowing capacity of $2.35 billion available on our revolving credit facility (subject to customary conditions to borrowing) and an outstanding balance of $650.0 million, as compared to no outstanding balance at December 31, 2020.

The weighted average interest rate on outstanding borrowings under our revolving credit facility was 0.9% during 2021 and 1.5% during 2020. At December 31, 2021, the weighted average interest rate on borrowings outstanding under our revolving credit facility was 0.9%. Our revolving credit facility is subject to various leverage and interest coverage ratio limitations, and at December 31, 2021, we were in compliance with the covenants on our revolving credit facility.

B.    Commercial Paper Program

We have a U.S. dollar-denominated unsecured commercial paper program. Under the terms of the program, we may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding of $1.0 billion. The commercial paper ranks on a parity in right of payment with all of our other unsecured senior indebtedness outstanding from time to time, including borrowings under our revolving credit facility, our term loan and our outstanding senior unsecured notes. Proceeds from commercial paper borrowings are used for general corporate purposes. At December 31, 2021, the balance of borrowings outstanding under our commercial paper program was $901.4 million as compared to no outstanding borrowings at December 31, 2020. The weighted average interest rate on borrowings under our commercial paper program was 0.2% for 2021 and 0.3% from inception of the plan in August 2020 through December 31, 2020. We use our $3.0 billion revolving credit facility as a liquidity backstop for the repayment of the notes issued under the commercial paper program. The commercial paper borrowings generally carry a term of less than six months. The commercial paper borrowings outstanding at December 31, 2021 mature between January 2022 and April 2022.

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Term Loans

12 Months Ended

Dec. 31, 2021

Term loans

Debt

Debt

Term Loans

In October 2018, in conjunction with entering into our current revolving credit facility, we entered into a $250.0 million senior unsecured term loan, which matures in March 2024. Borrowing under this term loan bears interest at the current one-month LIBOR, plus 0.85%. In conjunction with this term loan, we also entered into an interest rate swap, which effectively fixes our per annum interest on this term loan at 3.89%.

At December 31, 2021, deferred financing costs of $443,000 are included net of the term loan principal balance, as compared to $642,000 at December 31, 2020, on our consolidated balance sheet. These costs are being amortized over the remaining term of the term loan.

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Mortgages Payable

12 Months Ended

Dec. 31, 2021

Mortgages payable

Debt

Debt

Mortgages Payable

During 2021, we made $66.6 million in principal payments, including the repayment of seven mortgages in full for $63.0 million. During 2020, we made $108.8 million in principal payments, including the repayment of nine mortgages in full for $103.4 million. During 2021, we assumed 11 mortgages totaling $881.1 million in principal, including ten mortgages from our merger with VEREIT totaling $839.1 million and a Sterling-denominated mortgage on one property totaling £31.0 million. No mortgages were assumed during 2020. Assumed mortgages are secured by the properties on which the debt was placed and are considered non-recourse debt with limited customary exceptions which vary from loan to loan.

In September 2021, we completed the early redemption on $12.5 million in principal of a mortgage due June 2032, plus accrued and unpaid interest. As a result of the early redemption, we recognized a loss of $4.0 million on extinguishment of debt for 2021.

In October 2021, we completed the early redemption on $9.6 million in principal of a mortgage due June 2022, plus accrued and unpaid interest. As a result of the early redemption, we recognized a loss of $315,000 on extinguishment of debt for 2021.

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 December 31, 2021, we were in compliance with these covenants.

The balance of our deferred financing costs, which are classified as part of mortgages payable, net, on our consolidated balance sheets, at December 31, 2021 and 2020 was $790,000 and $973,000, respectively. These costs are being amortized over the remaining term of each mortgage.

The following summarizes our mortgages payable as of December 31, 2021 and 2020, respectively (dollars in thousands):

As Of	Number of Properties(1)	Weighted Average Stated Interest Rate(2)		Weighted Average Effective Interest Rate(3)		Weighted Average Remaining Years Until Maturity	Remaining Principal Balance		Unamortized Premium and Deferred Finance Costs Balance, net		Mortgage Payable Balance
12/31/2021	267	4.8	%	3.5	%	1.8	$	1,114,129	$	27,866	$	1,141,995
12/31/2020	68	4.9	%	4.6	%	2.9	$	299,631	$	729	$	300,360

(1) At December 31, 2021, there were 22 mortgages on 267 properties. At December 31, 2020, there were 18 mortgages on 68 properties. With the exception of one Sterling-denominated mortgage which is paid quarterly, the mortgages require monthly payments with principal payments due at maturity. At December 31, 2021 and December 31, 2020, all mortgages were at fixed interest rates.

(2) Stated interest rates ranged from 3.0% to 6.9% and 3.8% to 6.9% at each of December 31, 2021 and 2020, respectively.

(3) Effective interest rates ranged from 2.6% to 6.0% and 4.0% to 5.5% at each of December 31, 2021 and 2020, respectively.

The following table summarizes the maturity of mortgages payable, excluding net premiums of $28.7 million and deferred financing costs of $790,000, as of December 31, 2021 (in millions):

Year of Maturity	Principal
2022	$	271.1
2023	62.1
2024	733.0
2025	42.0
2026	1.2
Thereafter	4.7
Totals	$	1,114.1

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Notes Payable

12 Months Ended

Dec. 31, 2021

Notes payable

Debt

Debt

Notes Payable

A. General

Our senior unsecured notes and bonds consist of the following, sorted by maturity date (in millions):

	Principal Amount (Currency Denomination)		Carrying Value (USD) as of
			December 31, 2021		December 31, 2020
3.250% notes, $450 issued in October 2012 and $500 issued in December 2017, both due in October 2022 (1)	$	950	$	—	$	950
4.650% notes, issued in July 2013 and due in August 2023 (2)	$	750	—		750
4.600% notes, $500 issued February 2014, of which $485 was exchanged in November 2021, both due in February 2024 (3)	$	500	500		—
3.875% notes, issued in June 2014 and due in July 2024	$	350	350		350
3.875% notes, issued in April 2018 and due in April 2025	$	500	500		500
4.625% notes, $550 issued October 2018, of which $544 was exchanged in November 2021, both due in November 2025 (3)	$	550	550		—
0.750% notes, issued December 2020 and due in March 2026	$	325	325		325
4.875% notes, $600 issued June 2016, of which $596 was exchanged in November 2021, both due in June 2026 (3)	$	600	600		—
4.125% notes, $250 issued in September 2014 and $400 issued in March 2017, both due in October 2026	$	650	650		650
3.000% notes, issued in October 2016 and due in January 2027	$	600	600		600
1.125% notes, issued in July 2021 and due in July 2027	£	400	541		—
3.950% notes, $600 issued August 2017, of which $594 was exchanged in November 2021, both due in August 2027 (3)	$	600	600		—
3.650% notes, issued in December 2017 and due in January 2028	$	550	550		550
3.400% notes, $600 issued June 2020, of which $598 was exchanged in November 2021, both due in January 2028 (3)	$	600	600		—
2.200% notes, $500 issued November 2020, of which $497 was exchanged in November 2021, both due in June 2028 (3)	$	500	500		—
3.250% notes, issued in June 2019 and due in June 2029	$	500	500		500
3.100% notes, $600 issued December 2019, of which $596 was exchanged in November 2021, both due in December 2029 (3) (4)	$	599	599		—
1.625% notes, issued in October 2020 and due December 2030	£	400	541		547
3.250% notes, $600 issued in May 2020 and $350 issued in July 2020, both due in January 2031	$	950	950		950
2.850% notes, $700 issued November 2020, of which $699 was exchanged in November 2021, both due in December 2032 (3)	$	700	700		—
1.800% notes, issued in December 2020 and due in March 2033	$	400	400		400
1.750% notes, issued in July 2021 and due in July 2033	£	350	474		—
2.730% notes, issued in May 2019 and due in May 2034	£	315	427		431
5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035	$	250	250		250
4.650% notes, $300 issued in March 2017 and $250 issued in December 2017, both due in March 2047	$	550	550		550
Total principal amount			$	12,257	$	8,303
Unamortized net premiums and deferred financing costs			243		(35)
			$	12,500	$	8,268

(1)In January 2021, we completed the early redemption of all $950.0 million in principal amount.

(2) In December 2021, we completed the early redemption of all $750.0 million in principal amount.

(3) In connection with our merger with VEREIT, we completed our debt exchange offer to exchange certain outstanding notes issued by VEREIT on November 9, 2021 for new notes issued by Realty Income. Please refer to Exchange Offers Associated with our Merger with VEREIT below for more details. Prior to the completion of our merger with VEREIT on November 1, 2021, these notes were not the obligation of Realty Income.

(4) These notes were originally issued by VEREIT in December of 2019 for the principal amount of $600 million. The amount of Realty Income debt issued through the Exchange Offers was $599 million, resulting from cancellations due to late tenders that forfeited the early participation premium of $30 per $1,000 principal amount and cash paid in lieu of fractional shares.

In January 2022, we issued £250.0 million of 1.875% senior unsecured notes due January 2027 and £250.0 million of 2.500% senior unsecured notes due January 2042. See note 19, Subsequent Events.

The following table summarizes the maturity of our notes and bonds payable as of December 31, 2021, excluding unamortized net premiums of $295.5 million and deferred financing costs of $53.1 million (in millions):

Year of Maturity	Principal
2024	$	850
2025	1,050
2026	1,575
Thereafter	8,782
Totals	$	12,257

As of December 31, 2021, the weighted average interest rate on our notes and bonds payable was 3.3% and the weighted average remaining years until maturity was 7.7 years.

Interest incurred on all of the notes and bonds was $286.4 million for 2021, $252.0 million for 2020 and $233.5 million for 2019. The interest rate on each of these notes and bonds is fixed.

Our outstanding notes and bonds are unsecured; accordingly, we have not pledged any assets as collateral for these or any other obligations. Additionally, with the exception of our £400.0 million of 1.625% senior unsecured notes issued in October 2020, our £400.0 million of 1.125% senior unsecured notes issued in July 2021, £350.0 million of 1.750% senior unsecured notes also issued in July 2021, our £250.0 million of 1.875% senior unsecured notes issued in January 2022, and £250.0 million of 2.500% senior unsecured notes also issued in January 2022, in each case where interest is paid annually, interest on our remaining senior unsecured note and bond obligations is paid semiannually.

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 December 31, 2021, we were in compliance with these covenants.

B. Note Repayments

We have redeemed the following principal amounts (in millions) of certain outstanding notes, prior to their maturity. As a result of these early redemptions, we have recognized the following losses on extinguishment of debt (in millions) recognized in our consolidated statements of income and comprehensive income:

			Loss on Extinguishment of Debt
2021 Repayments	Principal Amount (1)		Amount of Loss		Period Recognized
4.650% notes due August 2023 redeemed in December 2021	$	750.0	$	46.4	December 31, 2021
3.250% notes due October 2022 redeemed in January 2021	$	950.0	$	46.5	March 31, 2021
2020 Repayments
5.750% notes due January 2021 redeemed in January 2020	$	250.0	$	9.8	March 31, 2020

(1) The redeemed principal amounts presented exclude the amounts we paid in accrued and unpaid interest..

C. Note Issuances

During the three year period ended December 31, 2021 we issued the following notes and bonds (in millions):

2021 Issuances	Date of Issuance	Maturity Date	Principal amount used		Price of par value		Effective yield to maturity
1.125% notes	July 2021	July 2027	£	400	99.31	%	1.24	%
1.750% notes	July 2021	July 2033	£	350	99.84	%	1.76	%
4.600% notes (1)	November 2021	February 2024	$	485	100.00	%	4.60	%
4.625% notes (1)	November 2021	November 2025	$	544	100.00	%	4.63	%
4.875% notes (1)	November 2021	June 2026	$	596	100.00	%	4.88	%
3.950% notes (1)	November 2021	August 2027	$	594	100.00	%	3.95	%
3.400% notes (1)	November 2021	January 2028	$	598	100.00	%	3.40	%
2.200% notes (1)	November 2021	June 2028	$	497	100.00	%	2.20	%
3.100% notes (1)	November 2021	December 2029	$	596	100.00	%	3.10	%
2.850% notes (1)	November 2021	December 2032	$	699	100.00	%	2.85	%

2020 Issuances	Date of Issuance	Maturity Date	Principal amount used		Price of par value		Effective yield to maturity
3.250% notes (2)	May 2020	January 2031	$	600	98.99	%	3.36	%
3.250% notes (2)	July 2020	January 2031	$	350	108.24	%	2.34	%
1.625% notes	October 2020	December 2030	£	400	99.19	%	1.71	%
0.750% notes	December 2020	March 2026	$	325	99.19	%	0.91	%
1.800% notes	December 2020	March 2033	$	400	98.47	%	1.94	%

2019 Issuances	Date of Issuance	Maturity Date	Principal amount used		Price of par value		Effective yield to maturity
2.730% notes	May 2019	May 2034	£	315	100.00	%	2.73	%
3.250% notes	June 2019	June 2029	$	500	99.36	%	3.33	%

(1) In connection with our merger with VEREIT, we completed our debt exchange offer to exchange all outstanding notes issued by VEREIT OP on November 9, 2021 for new notes issued by Realty Income, pursuant to which approximately 99.2% of the outstanding notes issued by VEREIT OP were exchanged. We issued $1,000 principal amount of Realty Notes for each validly tendered VEREIT Notes with $1,000 principal amount. For this reason, we denote our “Price of par value” as 100%. Prior to the completion of our merger with VEREIT on November 1, 2021, these notes were not the obligation of Realty Income. With respect to the notes originally issued by VEREIT OP that remained outstanding, we amended the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture. Additional details regarding the exchange offers are provided in the Exchange Offers Associated with our Merger with VEREIT section below.

(2) In July 2020, we issued $350.0 million of 3.250% senior unsecured notes due January 2031 (the "2031 Notes"), which constituted a further issuance of, and formed a single series with, the $600.0 million of 2031 Notes issued in May 2020.

We intend to allocate an equal amount of the net proceeds from the July 2021 Sterling-denominated offering of 1.125% notes due 2027 of £400.0 million, which approximated $546.3 million, and the July 2021 Sterling-denominated offering of 1.750% notes due 2033 of £350.0 million, which approximated $480.6 million, as converted at the applicable exchange rate on the closing of the offerings, to finance or refinance, in whole or in part, new or existing eligible green projects in the categories outlined in our Green Financing Framework, which is designed to align with the International Capital Markets Association ("ICMA") Green Bond Principles 2021. Pending the allocation of an amount equal to the net proceeds from the offering of the notes to eligible green projects, we may temporarily use all or a portion of the net proceeds to repay any outstanding indebtedness or for liability management activities, or invest such net proceeds in accordance with our cash investment policy.

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

The net proceeds from the October 2020 Sterling-denominated offering of £400.0 million approximated $508.2 million, as converted at the applicable exchange rate on the closing of the offering, and were used to repay GBP-denominated borrowings outstanding under our $3.0 billion revolving credit facility, to settle an outstanding

GBP/USD currency exchange swap arrangement and, to the extent not used for those purposes, to fund investment opportunities and for other general corporate purposes.

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

The gross proceeds from the May 2019 Sterling-denominated private placement of £315.0 million approximated $400.9 million, as converted at the applicable exchange rate on the closing of the offering, and were used to fund our initial investment in U.K. properties.

The net proceeds of $493.5 million from the June 2019 note offering were used to repay borrowings outstanding under our credit facility, to fund investment opportunities, and for other general corporate purposes.

D. Exchange Offers Associated with our Merger with VEREIT

As part of our merger with VEREIT, Realty Income exchanged the following notes issued by VEREIT OP with notes of identical terms issued by Realty Income (in millions):

Series of VEREIT Notes	Tenders and Consents Received as of the Expiration Date (1)	Percentage of Total Outstanding Principal Amount of Such Series of VEREIT Notes
4.600% Notes due 2024	$485	97.06%
4.625% Notes due 2025	$544	98.95%
4.875% Notes due 2026	$596	99.29%
3.950% Notes due 2027	$594	99.02%
3.400% Notes due January 2028	$598	99.66%
2.200% Notes due June 2028	$497	99.42%
3.100% Notes due 2029	$597	99.48%
2.850% Notes due 2032	$700	99.93%

(1) The amount of VEREIT notes exchanged are higher than the amount that Realty Income issued as a result of cancellations due to late tenders that forfeited the early participation premium of $30 per $1,000 principal amount and cash paid in lieu of fractional shares.

To induce holders of the VEREIT OP notes to participate in the exchange, Realty Income offered noteholders electing to exchange their notes a cash payment equal to 10 basis points of the note principal amount held. Across the various note classes, Realty Income had a success rate of approximately 99.2% on the exchange, resulting in a cash payment of $4.6 million to participating noteholders. The exchange was accounted for as a modification of the existing VEREIT OP notes assumed in our merger with VEREIT. The interest rate, interest payment dates, redemption terms and maturity of each series of Realty Income notes issued by Realty Income in the exchange offers were the same as those of the corresponding series of VEREIT notes exchanged. With respect to the notes originally issued by VEREIT OP that remained outstanding, we amended the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture.

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Issuances of Common Stock

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Issuances of Common Stock

Issuances of Common Stock

A.   Issuance of Common Stock in Connection with VEREIT Acquisition

On November 1, 2021, we completed our acquisition of VEREIT. As a result of the merger, former VEREIT common stockholders, VEREIT OP common unitholders and awardees of vested share awards separated from Realty Income and received approximately 162 million shares of Realty Income common stock, based on the shares of VEREIT common stock and common units of VEREIT OP outstanding as of October 29, 2021. For further details, please refer to note 3, Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture.

B.   Issuances of Common Stock in Overnight Underwritten Public Offerings

In July 2021, we issued 9,200,000 shares of common stock, including 1,200,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares. After deducting underwriting discounts of $2.9 million, the net proceeds of $594.1 million were primarily used to repay borrowings under our $1.0 billion commercial paper program, to fund potential investment opportunities and for other general corporate purposes.

In January 2021, we issued 12,075,000 shares of common stock, including 1,575,000 shares purchased by the underwriters upon the exercise of their option to purchase additional shares. After deducting underwriting discounts

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

In March 2020, we issued 9,690,500 shares of common stock, including 690,500 shares purchased by the underwriters upon the exercise of their option to purchase additional shares. The net proceeds of $728.9 million were used to repay borrowings under our credit facility, to fund investment opportunities, and for other general corporate purposes.

In May 2019, we issued 12,650,000 shares of common stock. The net proceeds of $845.4 million were used to repay borrowings under our credit facility, to fund investment opportunities, and for other general corporate purposes.

C.           At-the-Market (ATM) Program

Under our "at-the-market" equity distribution plan, or our ATM program, up to 69,088,433 shares of common stock may be offered and sold (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the New York Stock Exchange ("NYSE": O) at prevailing market prices or at negotiated prices. At December 31, 2021, we had 29,387,491 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.

The following table outlines common stock issuances pursuant to our ATM program (dollars in millions):

	Year Ended December 31,
	2021		2020		2019
Shares of common stock issued under the ATM program	46,290,540		17,724,374		17,051,456
Gross proceeds	$	3,207.9	$	1,094.9	$	1,274.5

D.           Dividend Reinvestment and Stock Purchase Plan

Our Dividend Reinvestment and Stock Purchase Plan ("DRSPP") provides our common stockholders, as well as new investors, with a convenient and economical method of purchasing our common stock and reinvesting their distributions. Our DRSPP 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 26,000,000 common shares to be issued. At December 31, 2021, we had 11,335,379 shares remaining for future issuance under our DRSPP program.

The following table outlines common stock issuances pursuant to our DRSPP program (dollars in millions):

	Year Ended December 31,
	2021		2020		2019
Shares of common stock issued under the DRSPP program	168,000		149,289		117,522
Gross proceeds	$	11.2	$	9.1	$	8.4

Our DRSPP includes a waiver approval process, allowing larger investors or institutions, per a formal approval process, to purchase shares at a small discount, if approved by us. We did not issue shares under the waiver approval process during 2021, 2020 or 2019.

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Noncontrolling Interests

12 Months Ended

Dec. 31, 2021

Noncontrolling Interest [Abstract]

Noncontrolling Interests

Noncontrolling InterestsThere are four entities with noncontrolling interests that we consolidate, including an operating partnership, Realty Income, L.P., two development joint ventures, one acquired in May 2021, one acquired in December 2020, and a joint venture acquired in 2019. From time to time, we complete the acquisitions of assets in by issuing additional common partnership units in Realty Income, L.P. as consideration for the acquisitions. In November 2021, we issued 300,604 common partnership units in Realty Income, L.P. in connection with the acquisition of seven properties and recorded $20.4 million of non-controlling interests. In December 2021, we issued 240,586 common partnership units in Realty Income, L.P. in connection with the acquisition of one property and recorded $16.6 million of non-controlling interests. In addition, during November 2021 we issued 56,400 of common partnership units in Realty Income, L.P. in exchange for VEREIT OP units in connection with our merger with VEREIT and recorded noncontrolling interests of $1.8 million. At December 31, 2021, outstanding common partnership units in Realty

Income, L.P. represent 4.2% ownership interest in Realty Income L.P. We hold the remaining 95.8% interest and consolidate the entity.

None of our common partnership units have voting rights. Common partnership units are entitled to monthly distributions equal to the amount paid to common stockholders of Realty Income, and are redeemable in cash or Realty Income common stock, at our option, and at a conversion ratio of 1.02934 due to the Orion Divestiture, subject to certain exceptions. Prior to the Orion Divestiture, the conversion ratio was one to one.  These issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the balance sheet was appropriate. We determined that the units meet the requirements to qualify for presentation as permanent equity.

In May 2021 and December 2020, we completed the respective acquisition of a development property by acquiring a controlling interest in a joint venture. We are the managing member of these two joint ventures, and possess the ability to control the business and manage the affairs of these entities. At December 31, 2021, we and our subsidiaries held an 72.4% interest in the joint venture established in May 2021 and an 94.5% interest in the joint venture established in December 2020.

In December 2019, we completed the acquisition of nine properties by acquiring a controlling interest in a joint venture. We are the managing member of this joint venture, and possess the ability to control the business and manage the affairs of this entity. At December 31, 2021, we and our subsidiaries held an 89.9% interest, and consolidated this entity in our consolidated financial statements.

The following table represents the change in the carrying value of all noncontrolling interests through December 31, 2021 (in thousands):

	Realty Income, L.P. units (1)		Other Noncontrolling Interests		Total
Carrying value at December 31, 2019	$	24,596	$	5,106	$	29,702
Reallocation of equity	(47)		—		(47)
Additions to noncontrolling interest	—		3,168		3,168
Distributions	(1,297)		(299)		(1,596)
Allocation of net income	848		172		1,020
Carrying value at December 31, 2020	$	24,100	$	8,147	$	32,247
Contributions	36,975		6,415		43,390
Issued in merger	3,160		—		3,160
Orion divestiture	(1,352)		—		(1,352)
Reallocation of equity	(42)		—		(42)
Distributions	(1,574)		(294)		(1,868)
Allocation of net income	1,149		142		1,291
Carrying value at December 31, 2021	$	62,416	$	14,410	$	76,826

(1)  242,007 units were issued on March 30, 2018, 131,790 units were issued on April 30, 2018, 89,322 units were issued on March 28, 2019, 56,400 units were issued on November 1, 2021, 300,604 units were issued on November 30, 2021, and 240,586 units were issued on December 30, 2021. 1,060,709 units remained outstanding as of December 31, 2021.

At December 31, 2021 and 2020, respectively, Realty Income, L.P. and certain of our joint venture investments were considered variable interest entities, or VIEs, in which we were deemed the primary beneficiary based on our controlling financial interests. Below is a summary of selected financial data of consolidated VIEs included in the consolidated balance sheets at December 31, 2021 and 2020 (in thousands):

	December 31, 2021		December 31, 2020
Net real estate	$	688,229	$	635,963
Total assets	$	795,670	$	723,668
Total liabilities	$	57,057	$	47,962

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Distributions Paid and Payable

12 Months Ended

Dec. 31, 2021

Dividends [Abstract]

Distributions Paid and Payable

Distributions Paid and Payable

We pay monthly distributions to our common stockholders. The following is a summary of monthly distributions paid per common share for 2021, 2020 and 2019:

Month	2021		2020		2019
January	$	0.2345	$	0.2275	$	0.2210
February	0.2345		0.2325		0.2255
March	0.2345		0.2325		0.2255
April	0.2350		0.2330		0.2260
May	0.2350		0.2330		0.2260
June	0.2350		0.2330		0.2260
July	0.2355		0.2335		0.2265
August	0.2355		0.2335		0.2265
September	0.2355		0.2335		0.2265
October	0.2360		0.2340		0.2270
November	0.2360		0.2340		0.2270
December	0.2460		0.2340		0.2270
Total	$	2.8330	$	2.7940	$	2.7105

The following presents the federal income tax characterization of distributions paid or deemed to be paid per common share for the years:

	2021		2020		2019
Ordinary income	$	1.5146899	$	2.2798764	$	2.1206964
Nontaxable distributions	3.2925615		0.4902835		0.5898036
Total capital gain distribution (1)	0.0854609		0.0238401		—
Totals (2)	$	4.8927123	$	2.7940000	$	2.7105000

(1)  Unrecaptured Section 1250 Gain of $0.0649153, or 1.327% of the total common dividends paid in 2021, and Section 897 Gain of $0.0854609, or 1.747% of the total common dividends paid in 2021, both represent additional characterization of, and are part of, total capital gain distribution.

(2)  The amount distributed in 2021 includes the $2.060 tax distribution of Orion shares, that occurred in conjunction with the Orion Divestiture on November 12, 2021, after our merger with VEREIT on November 1, 2021. The fair market value of these shares for tax distribution was determined to be $20.6272 per share, which was calculated using the five day volume weighted average share price after issuance.

At December 31, 2021, a distribution of $0.2465 per common share was payable and was paid in January 2022. At December 31, 2020, a distribution of $0.2345 per common share was payable and was paid in January 2021.

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Lessor Operating Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Lessor Operating Leases

Lessor Operating Leases

At December 31, 2021, we owned 11,136 properties in all 50 U.S. states, Puerto Rico, the U.K. and Spain. Of the 11,136 properties, 11,043, or 99.2%, are single-client properties, and the remaining are multi-client properties. At December 31, 2021, 164 properties were available for lease or sale.

Substantially all of our leases are net leases where our client pays or reimburses us for property taxes and assessments, maintains the interior and exterior of the building and leased premises, and carries insurance coverage for public liability, property damage, fire and extended coverage.

Rental revenue based on a percentage of our client's gross sales, or percentage rents, was $6.5 million for 2021, $5.1 million in 2020, and $8.0 million for 2019.

At December 31, 2021, minimum future annual rental revenue to be received on the operating leases for the next five years and thereafter are as follows (in thousands):

	Future Minimum Operating Lease Payments		Future Minimum Direct Financing Lease Payments (1)
2022	$	2,900,002	$	1,925
2023	2,824,724		1,565
2024	2,683,176		510
2025	2,533,231		169
2026	2,362,933		171
Thereafter	14,918,244		484
Totals	$	28,222,310	$	4,824

(1)  Related to 18 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties.

No individual client's rental revenue, including percentage rents, represented more than 10% of our total revenue for each of the years ended December 31, 2021, 2020 or 2019.

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Financial Instruments and Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurements

Financial Instruments and 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.

•Level 1 – Unadjusted quoted prices in active markets

Financial instruments are classified as Level 1 if their value is observable in an active market. Such instruments are valued by reference to unadjusted quoted prices for identical assets or liabilities in active markets where the quoted price is readily available, and the price represents actual and regularly occurring market transactions. An active market is one in which transactions occur with sufficient volume and frequency to provide pricing information on an ongoing basis.

•Level 2 – Valuation Technique Using Observable Inputs

Financial instruments classified as Level 2 are valued using quoted prices for identical instruments in markets that are not considered to be active, or quoted prices for similar assets or liabilities in active markets, or valuation techniques in which all significant inputs are observable, or can be corroborated by observable market data for substantially the entire contractual term of the financial asset or liability.

•Level 3 – Valuation Technique Using Significant Unobservable Inputs

Financial instruments are classified as Level 3 if their valuation incorporates significant inputs that are not based on observable market data (unobservable inputs). Such inputs are generally determined based on observable inputs of a similar nature, historical observations on the level of the inputs, or other analytical techniques.

We evaluate our hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from period to period. Changes in the type of inputs may result in a reclassification for certain assets. We have not historically had changes in classifications and do not expect that changes in classifications between levels will be frequent.

Financial Instruments Not Measured at Fair Value on the Consolidated Balance Sheets

The fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow deposits, loans receivable, accounts payable, distributions payable, line of credit 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 fair value of our financial instruments not carried at fair value are disclosed as follows (in millions):

At December 31, 2021	Carrying value		Estimated fair value
Mortgages payable assumed in connection with acquisitions (1)	$	1,114.1	$	1,154.7
Notes and bonds payable (2)	$	12,257.3	$	13,114.5
At December 31, 2020	Carrying value		Estimated fair value
Mortgages payable assumed in connection with acquisitions (1)	$	299.6	$	309.4
Notes and bonds payable (2)	$	8,302.4	$	9,324.0

(1) Excludes non-cash net premiums recorded on the mortgages payable. The unamortized balance of these net premiums is $28.7 million at December 31, 2021, and $1.7 million at December 31, 2020. Also excludes deferred financing costs of $790,000 at December 31, 2021, and $973,000 at December 31, 2020.

(2) Excludes non-cash premiums and discounts recorded on notes payable. The unamortized balance of the net premiums was $295.5 million at December 31, 2021, and $14.6 million at December 31, 2020. Also excludes deferred financing costs of $53.1 million at December 31, 2021 and $49.2 million at December 31, 2020.

The estimated fair values of our mortgages payable assumed in connection with acquisitions and private senior notes payable have been calculated by discounting the future cash flows using an interest rate based upon the relevant 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 our mortgages payable is categorized as level three on the three-level valuation hierarchy.

The estimated fair values of our publicly-traded senior notes and bonds payable are based upon indicative market prices and recent trading activity of our senior notes and bonds payable, including the senior notes and bonds payable assumed in the debt exchange offer on November 9, 2021 in connection with our merger with VEREIT. 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 our notes and bonds payable is categorized as level two on the three-level valuation hierarchy.

Financial Instruments Measured at Fair Value on a Recurring Basis

For derivative assets and liabilities, we utilize interest rate swaps and forward-starting swaps to manage interest rate risk, and cross-currency swaps, currency exchange swaps, foreign currency forwards and foreign currency collars 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 two on the three-level valuation 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 December 31, 2021 and 2020, 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 two.

Items Measured at Fair Value on a Non-Recurring Basis

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.

During 2020, we identified the impact of the COVID-19 pandemic as an impairment triggering event for properties occupied by certain clients experiencing difficulties meeting their lease obligations to us. After considering the impacts of the COVID-19 pandemic on the key assumptions noted above, we determined that the carrying values of 38 properties classified as held for investment for the year ended December 31, 2020 were not recoverable. As a result, we recorded provisions for impairment of $105.0 million for the year ended December 31, 2020 on the applicable properties impacted by the COVID-19 pandemic. Of the provisions for impairment recorded during 2020

for properties impacted by the COVID-19 pandemic, a total of 13 assets occupied by certain of our clients in the theater industry were impaired for $83.8 million, which reduced the carrying value of the properties from $123.4 million to their estimated fair value of $39.6 million. Impairments recorded on other properties during the year ended December 31, 2020 totaled $42.2 million.

The following table summarizes our provisions for impairment during the periods indicated below (dollars in millions):

	Year Ended December 31,
	2021		2020		2019
Total provisions for impairment	$	39.0	$	147.2	$	40.2
Number of properties:
Classified as held for sale	16		1		—
Classified as held for investment	11		34		3
Sold	76		64		48

Derivative Designated as Hedging Instruments

In order to hedge the foreign currency risk associated with interest payments on intercompany loans denominated in British Pound Sterling, or GBP, during the second quarter of 2021, we initiated a hedging strategy to enter into foreign currency forward contracts to sell GBP and buy U.S. Dollars, or USD. These foreign currency forwards are designated as cash flow hedges. Forward points on the forward contracts are included in the assessment of hedge effectiveness. Amounts reported in other comprehensive income (loss) related to foreign currency derivative contracts will be reclassified to other gains and (losses) in the same period during which the hedged forecasted transactions affect earnings.

As of December 31, 2021, we had one interest rate swap in place on our $250.0 million unsecured term loan. Our objective in using derivatives is to add stability to interest expense and to manage our exposure to interest rate movements. We designated this interest rate swap as a cash flow hedge in accordance with Topic 815, Derivatives and Hedging. This interest rate swap is recorded on the consolidated balances sheets at fair value. Changes to fair value are recorded to accumulated other comprehensive income, or AOCI, and are amortized through interest expense over the term of the associated debt.

In February 2020, we entered into five forward starting treasury rate locks with notional amounts totaling $500.0 million. The treasury rate locks were entered into to hedge our exposure to the changes in the 10-year US treasury rates in anticipation of potential future debt offerings during the first half of 2020. The treasury rate locks were designated as cash flow hedges, with any changes in fair value recorded in AOCI. Upon the initial issuance of the 2031 Notes in May 2020, we amortized the AOCI balance over the term of the 2031 Notes. In June 2020, all five treasury rate locks were terminated and we entered into six forward starting interest rate swaps with notional amounts totaling $500.0 million in a cashless settlement of the terminated treasury rate locks. The forward starting swaps were entered into to hedge our exposure to the changes in the 3-month USD-LIBOR swap rate in anticipation of potential future debt offerings through a current estimated range ending in 2023. The forward starting swaps are designated as cash flow hedges, with any changes in fair value recorded in AOCI. Upon issuance of the 2031 Notes during July 2020, the AOCI balance associated with four of the forward starting swaps with a notional amount of $350.0 million we amortized over the term of the notes. However, we elected not to terminate the four forward starting interest rate swaps, and redesignated the swaps in a new hedging relationship for a future debt issuance to hedge our exposure to the changes in the 10-year US treasury rates in anticipation of potential future debt offerings between May 2020 and December 2023. Upon the December 2020 issuance of $325.0 million of 0.750% notes due March 2026 and $400.0 million of 1.800% notes due March 2033, the AOCI balance associated with six of the forward starting swaps with a notional amount of $500.0 million began amortizing over the term. The AOCI balance being amortized represents the change in fair value on four swaps with a notional amount of $350.0 million from the July issuance of the 2031 notes through the December note issuances and the change in fair value from the two remaining forward starting swaps with a notional amount of $150.0 million from their June 2020 inception through the December note issuances. The notional amounts of the six swaps were first applied to the $400.0 million of 1.800% notes due March 2033, with the remaining $100.0 million of notional applied to the $325.0 million of 0.750% notes due March 2026. However, we elected not to terminate any of the six forward starting interest rate swaps, and redesignated the swaps in a new hedging relationship to hedge our exposure to the changes in the 10-year US treasury rates in anticipation of potential future debt offerings between December 2020 and December 2023.

Due to the size of the initial net investment resulting from the termination value of the treasury rate locks being rolled into them, two of the six forward starting swaps were determined to be hybrid debt instruments containing embedded at-market swap derivative instruments. As a result, we have bifurcated the derivative instrument and the debt instrument for those two forward starting interest rate swaps for accounting purposes. The remaining four forward starting interest rates swaps are accounted for as derivative instruments.

The following table summarizes the amount of unrealized gain (loss) on derivatives in other comprehensive income (loss) during the periods indicated below (in thousands):

	Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2021		2020		2019
Currency swaps	$	8,232	$	(2,169)	$	(971)
Interest rate swaps	34,659		(32,757)		(8,219)
Foreign currency forwards	7,557		—		—
Total unrealized gain (loss) on derivatives	$	50,448	$	(34,926)	$	(9,190)

The following table summarizes the amount of gain (loss) on derivatives reclassified from accumulated other comprehensive income (loss) during the periods indicated below (in thousands):

		Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships	Location of Gain (Loss) Recognized in Income	2021		2020		2019
Currency swaps	Foreign currency and derivative gain (loss), net	$	3,541	$	(3,617)	$	(5,472)
Interest rate swaps	Interest expense	(10,343)		(11,434)		(3,436)
Net decrease to net income		$	(6,802)	$	(15,051)	$	(8,908)

We expect to reclassify $9.4 million from AOCI as an increase to interest expense relating to interest rate swaps and $3.3 million from AOCI to foreign currency gain relating to cross-currency swaps within the next twelve months.

Derivatives Not Designated as Hedging Instruments

Based on our potential exposure to changes in foreign currency exchange rate, primarily in British Pound Sterling and, to a lesser extent, the Euro, we initiated a program in the third quarter of 2021 to enter into foreign currency collars. A foreign currency collar consists of a written call option and a purchased put option to sell the foreign currency at a range of predetermined exchange rates. A foreign currency collar guarantees that the exchange rate of the currency will not fluctuate beyond the range of the options’ strike prices. Our foreign currency collars generally have maturities of five months or less and are not designated as hedge instruments for accounting purposes. The gains or loss on these derivative contracts are recognized in other income, net based on the changes in fair value. As of December 31, 2021, we had no outstanding foreign currency collars.

In addition, from time to time we enter into currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the British Pound Sterling and Euro. These derivative contracts generally mature within two months 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 gains, net' in the consolidated statements of income and comprehensive income.

The net gain from derivatives not designated in hedging relationships for 2021 totaled $9.7 million and resulted from short term currency exchange swaps and foreign currency collars. The net loss from derivatives not designated in hedging relationships for 2020 totaled $14.5 million and resulted from short term currency exchange swaps.

The following table summarizes the terms and fair values of our derivative financial instruments at December 31, 2021 and December 31, 2020 (dollars in millions):

Derivative Type	Number of Instruments (1)	Accounting Classification	Notional Amount as of December 31,				Weighted Average Strike Rate (2)	Maturity Date (3)	Fair Value - asset (liability) as of December 31,
Derivatives Designated as Hedging Instruments			2021		2020				2021		2020
Interest rate swap	1	Derivative	$	250.0	$	250.0	3.04%	03/2024	$	(11.9)	$	(22.6)
Cross-currency swaps (4)	4	Derivative	166.3		166.4		(5)	05/2034	(13.8)		(21.4)
Foreign currency forwards	32	Derivative	176.1		0.0		(6)	01/2022 - 08/2024	7.6		—
Forward-starting swaps (7)	4	Derivative	300.0		300.0		1.86%	11/2032 - 06/2033	(3.2)		(16.5)
Forward-starting swaps (7)	2	Hybrid debt	200.0		200.0		1.93%	11/2032 - 06/2033	(5.1)		(12.8)
			$	1,092.4	$	916.4			$	(26.4)	$	(73.3)
Derivatives not Designated as Hedging Instruments
Currency exchange swaps (8)	4	Derivative	1,639.5		625.0		(9)	01/2022 - 02/2022	(14.7)		(8.2)
Total of all Derivatives			$	2,731.9	$	1,541.4			$	(41.1)	$	(81.5)

(1)This column represents the number of instruments outstanding as of December 31, 2021.

(2)Weighted average strike rate is calculated using the current notional value as of December 31, 2021.

(3)This column represents maturity dates for instruments outstanding as of December 31, 2021.

(4)Represents four British Pound Sterling, or GBP cross-currency swaps with notional amount of $166.3 million.

(5)GBP fixed rates initially at 4.82% and escalating to 10.96%, and USD weighted average fixed rate at 9.78%.

(6)Weighted average forward GBP-USD exchange rate of 1.41.

(7)There were five treasury rate locks entered into during February 2020 that were terminated in June 2020 and converted into six forward starting interest rate swaps through a cashless settlement. For full discussion of the hedging arrangements for these six forward starting swaps, please refer to Derivative Designated as Hedging Instruments above.

(8)Represents two British Pound Sterling, or GBP currency exchange swaps with notional amount of $1.36 billion and two Euro, or EUR currency exchange swaps with notional amount of $275.9 million.

(9)Weighted average Forward GBP-USD exchange rate of 1.34 and Weighted Average Forward EUR-USD exchange rate of 1.16.

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.

Certain of our derivative transactions include credit support annex collateral agreements with derivative counterparties requiring collateral posting based on changes in value of the derivative. As of December 31, 2021 and December 31, 2020, no collateral has been posted related to such arrangements

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Supplemental Disclosures of Cash Flow Information

12 Months Ended

Dec. 31, 2021

Supplemental Cash Flow Information [Abstract]

Supplemental Disclosures of Cash Flow Information

Supplemental Disclosures of Cash Flow Information

The following table summarizes our supplemental cash flow information during the periods indicated below (in thousands):

	2021		2020		2019
Supplemental disclosures:
Cash paid for interest	$	355,483	$	285,617	$	275,303
Cash paid for income taxes	$	19,676	$	13,128	$	4,221
Cash paid for merger and integration-related costs	$	157,115	$	—	$	—
Non-cash activities:
Increase (decrease) in net derivative liability position at fair value	$	(40,489)	$	55,205	$	—
Mortgages assumed at fair value (1)	$	911,525	$	—	$	130,765
Notes payable assumed at fair value	$	4,946,965	$	—	$	—
Non-cash assets and liabilities assumed in merger	$	11,559,875	$	—	$	—
Non-cash assets and liabilities distributed in Orion Divestiture	$	1,142,121	$	—	$	—
Adoption of Accounting Standards Codifications Topic 842, Leases	$	—	$	—	$	131,982
Issuance of common partnership units of Realty Income, L.P. (2)	$	38,783	$	—	$	6,286
Acquisition of a controlling interest	$	—	$	—	$	5,084

(1)  For 2021, includes £31.0 million Sterling, converted at the applicable exchange rate on the date of transaction, for one mortgage and $869.1 million, estimated at fair value, for ten mortgages from our merger with VEREIT.

(2)  For 2021, includes $1.8 million for the issuance of 56,400 units on November 1, 2021 that were a result of our merger with VEREIT, $20.4 million for the issuance of 300,604 units on November 30, 2021 that were a partial consideration for an acquisition of properties, and $16.6 million for the issuance of 240,586 units on December 30, 2021 that were issued to a new partner in connection with an industrial property contribution. For 2019, includes $6.3 million for the issuance of 89,322 units on March 28, 2019 that were a partial consideration for an acquisition of properties.

The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets to the total of the cash, cash equivalents and restricted cash reported within the consolidated statements of cash flows (in thousands):

	December 31, 2021		December 31, 2020
Cash and cash equivalents shown in the consolidated balance sheets	$	258,579	$	824,476
Restricted escrow deposits (1)	68,541		21,220
Impounds related to mortgages payable (1)	5,249		4,983
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows	$	332,369	$	850,679

(1)  Included within other assets, net on the consolidated balance sheets (see note 4). 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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Common Stock Incentive Plan

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Common Stock Incentive Plan

Common Stock Incentive Plan

In March 2021, our Board of Directors adopted, and in May 2021, stockholders approved, the Realty Income 2021 Incentive Award Plan, or 2021 Plan, to enable us to motivate, attract and retain the services of directors, employees and consultants, considered essential to our long-term success. The 2021 Plan offers our directors, employees and consultants an opportunity to own our stock and/or rights that will reflect our growth, development and financial success. Except as noted below, the aggregate number of shares of our common stock subject to options, stock purchase rights, or SPR, stock appreciation rights, or SAR, and other awards, will be no more 8,924,231 shares. The maximum number of shares that may be subject to options, SPR, SAR and other awards granted under the plan to any individual in any calendar year may not exceed 3,200,000, and the maximum aggregate amount of cash that may be paid in cash during any calendar year with respect to one or more shares payable in cash shall be $10.0 million. The 2021 Plan replaced the Realty Income Corporation 2012 Incentive Award Plan, or the 2012 Plan, which was set to expire in March 2022. No further awards will be granted under the 2012 Plan. The disclosures below incorporate activity for both the 2012 Plan and the 2021 Plan.

In connection with the Merger, shares which remained available for issuance under the VEREIT, Inc. 2021 Equity Incentive Plan immediately prior to the closing of the merger (as adjusted by the Exchange Ratio) may be used for awards under the 2021 Plan and will not reduce the shares authorized for grant under the 2021 Plan, to the extent that awards using such shares (i) are permitted without stockholder approval under applicable stock exchange rules, (ii) are made only to VEREIT service providers or individuals who become Realty Income service providers following the date of the consummation of the merger, and (iii) are only granted under the 2021 Plan during the period commencing on the date of the consummation of the merger and ending on June 2, 2031. As a result, 6,186,101 additional shares are available for issuance under the 2021 Plan.

The amount of share-based compensation costs recognized in general and administrative expense on our consolidated statements of income and comprehensive income was $16.2 million during 2021, $16.5 million during 2020 (including $1.8 million of accelerated share-based compensation costs for our former Chief Financial Officer ("CFO")) and $13.7 million during 2019.

In connection with the Merger, each outstanding VEREIT, Inc. stock option and restricted stock unit that were unvested as of November 1, 2021 were converted into equivalent options and restricted stock units, in each case with respect to shares of the Company's common stock, using the equity award exchange ratio in accordance with the merger agreement. The converted awards issued by Realty Income have identical terms to the original VEREIT, Inc. award grant. On November 1, 2021, we issued 442,418 shares of Realty Income common stock in settlement of equity awards that vested upon the separation of certain former-VEREIT employees and directors in connection with the merger. This issuance is excluded from the Restricted Stock Units and Stock Options sections below, as the awards were not granted under the 2021 Plan. The aggregate fair value of the converted awards was $71.6 million, of which i.) $44.0 million related to pre-combination services and is included in the consideration transferred in the merger (please refer to Note 3, Merger with VEREIT and Orion Divestiture), ii.) $25.6 million of expense was recognized during November in merger and integration-related costs related to the acceleration of vesting upon the separation of certain employees in connection with the merger, and iii.) $2.0 million will be amortized through general and administrative expenses over the remaining vesting term for former VEREIT, Inc. employees who were retained by Realty Income. The following disclosures are inclusive of converted awards for former VEREIT employees continuing as employees of Realty Income, which are reflected as grants, as the replacement awards represent newly issued awards settled in Realty Income common shares.

In connection with the Orion Divestiture, each stock option, restricted stock unit and performance award outstanding at November 12, 2021 was entitled to an equitable adjustment equal to the ratio of the five-day volume weighted average per-share price of Realty Income common stock prior to the Orion Divestiture divided by the five-day volume weighted average per-share of Realty Income common stock following the Orion Divestiture, resulting in an adjustment factor of approximately 1.002342. The equitable adjustment was considered a modification in accordance with the provisions of ASC 718, Compensation-Stock Compensation. As a result, we compared the fair value of each award immediately prior to the equitable adjustment to the fair value immediately after the equitable adjustment to measure incremental compensation cost, if any. The equitable adjustment did not result in any incremental fair value. Therefore, no stock-based compensation expense was recorded as of result of the modification. The following disclosures are inclusive of these adjustments, which has been labeled 'Equitable adjustment - Orion Divestiture' throughout.

A.   Restricted Stock

The following table summarizes our common stock grant activity under our 2021 and 2012 Plans.

	2021			2020			2019
	Number of shares	Weighted average price(1)		Number of shares	Weighted average price(1)		Number of shares	Weighted average price(1)
Outstanding nonvested shares, beginning of year	219,482	$	63.69	259,698	$	58.39	307,821	$	53.44
Shares granted	133,052	$	64.27	103,473	$	67.84	87,327	$	69.83
Shares vested	(124,505)	$	61.57	(141,486)	$	56.94	(126,363)	$	54.45
Shares forfeited	(15,399)	$	65.09	(2,203)	$	66.48	(9,087)	$	55.71
Outstanding nonvested shares, end of each period	212,630	$	65.20	219,482	$	63.69	259,698	$	58.39

(1)  Grant date fair value.

The vesting schedule for shares granted to non-employee directors is as follows:

•For directors with less than six years of service at the date of grant, shares vest in 33.33% annual increments upon re-election to the Board at each of the three Annual Meetings of Stockholders following the grant date;

•For directors with six years of service at the date of grant, shares vest in 50% annual increments upon re-election to the Board at each of the two Annual Meetings of Stockholders following the grant date;

•For directors with seven years of service at the date of grant, shares are 100% vested upon re-election to the Board in the following year; and

•For directors with eight or more years of service at the date of grant, there is immediate vesting as of the date the shares of stock are granted.

During May 2021, we granted 36,000 shares of restricted stock to the independent members of our Board of Directors, in connection with our annual awards, of which 24,000 shares vested immediately, and 12,000 shares vest in equal parts over a three-year service period. In addition, in November 2021, we granted 8,000 shares of restricted stock to the new members of our Board of Directors, which vest in equal parts over a three-year service period.

Our restricted stock awards granted to employees typically vest annually in equal parts over a four-year service period. During 2021, 89,052 shares were granted to our employees, and vest over a four-year service period.

As of December 31, 2021, the remaining unamortized share-based compensation expense related to restricted stock totaled $9.2 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.

B.    Performance Shares

During 2021, 2020 and 2019, we granted annual performance share awards, as well as dividend equivalent rights, to our executive officers. The number of performance shares that vest for each of the three years is based on the achievement of the following performance goals:

	Weighting for year granted
Annual Performance Awards Metrics	2021		2020		2019
Total shareholder return (“TSR”) ranking relative to MSCI US REIT Index	70	%	70	%	45	%
TSR ranking relative to J.P. Morgan Net Lease Peer Group	N/A		N/A		26	%
Dividend per share Growth Rate	15	%	15	%	16	%
Debt-to-Adjusted EBITDAre Ratio	N/A		N/A		13	%
Net Debt-to-Adjusted EBITDAre Ratio	15	%	15	%	N/A

The annual performance shares are earned based on our performance related to our metrics above, and vest 50% on the first and second January 1 after the end of the three-year performance period, subject to continued service. The performance period for the 2019 performance awards began on January 1, 2019 and ended on December 31, 2021. The performance period for the 2020 performance awards began on January 1, 2020 and will end on

December 31, 2022. The performance period for the 2021 performance awards began on January 1, 2021 and will end on December 31, 2023.

On November 15, 2021, the Compensation Committee approved a one-time grant of performance share awards and a one-time cash bonus to certain of our named executives in connection with the completion of our merger with VEREIT and the transactions contemplated thereby, including the Orion Divestiture (the "VEREIT Transaction"). The awards were made to reward the executives for the successful consummation of the VEREIT Transaction and were intended to retain and motivate the executives to achieve optimal synergies and incentivize further growth from the merger. The performance shares are earned based on our performance related to AFFO accretion (50% weighting) and general and administrative expense synergies (50% weighting), and vest 50% upon the completion of the performance period. The remaining 50% will vest on the one-year anniversary of the completion of the applicable performance period. All vesting is subject to continued service. The performance period is one year for the AFFO accretion targets from January 1, 2022 to December 31, 2022 and two years for the general and administrative expense synergies from January 1, 2022 to December 31, 2023.

The fair value of the annual performance shares was estimated on the date of grant using a Monte Carlo Simulation model. The fair value of the one-time performance shares was based on the fair value of our common stock at the grant date and is dependent on the probability of satisfying the performance conditions stipulated in the award grant. The following table summarizes our performance share grant activity, inclusive of annual performance shares and the one-time performance shares related to the merger with VEREIT: 

	2021			2020			2019
	Number of performance shares	Weighted average price(1)		Number of performance shares	Weighted average price(1)		Number of performance shares	Weighted average price(1)
Outstanding nonvested shares, beginning of year	291,759	$	69.73	304,663	$	62.25	223,392	$	58.78
Equitable adjustment - Orion Divestiture (2)	752			—			—
Shares granted(3)	257,149	$	64.18	136,729	$	79.98	128,581	$	65.34
Shares vested	(109,113)	$	62.52	(139,012)	$	63.66	(47,310)	$	54.27
Shares forfeited	(52,408)	$	65.83	(10,621)	$	66.64	—
Outstanding nonvested shares, end of each period	388,139	$	68.09	291,759	$	69.73	304,663	$	62.25

(1) Grant date fair value.

(2) Effective with the Orion Divestiture on November 12, 2021, outstanding equity awards were adjusted by a conversion ratio of 1.002342 per one Realty Income share then held.

(3) 194,053 shares granted relate to annual performance grants and 63,096 shares granted relate to one-time grant of performance shares.

As of December 31, 2021, the remaining share-based compensation expense related to the performance shares totaled $14.6 million and is being recognized on a tranche-by-tranche basis over the service period. 

C.    Restricted Stock Units

During 2021, 2020 and 2019, and in connection with our merger with VEREIT, we also granted restricted stock units that primarily vest over service periods of three or four-years and have the same economic rights as shares of restricted stock: 

	2021			2020			2019
	Number of restricted stock units	Weighted average price(1)		Number of restricted stock units	Weighted average price(1)		Number of restricted stock units	Weighted average price(1)
Outstanding nonvested shares, beginning of year	18,670	$	70.38	15,511	$	59.82	14,968	$	54.62
Equitable adjustment - Orion Divestiture (2)	109			—			—
Shares granted	71,956	$	68.96	9,966	$	78.79	5,482	$	69.58
Shares vested	(23,368)	$	66.96	(6,807)	$	58.63	(4,939)	$	54.90
Shares forfeited	—			—			—
Outstanding nonvested shares, end of each period	67,367	$	69.69	18,670	$	70.38	15,511	$	59.82

(1) Grant date fair value.

(2) Effective with the Orion Divestiture on November 12, 2021, outstanding equity awards were adjusted by a conversion ratio of 1.002342 per one Realty Income share then held.

The amount of share-based compensation for the restricted stock units is based on the fair value of our common stock at the grant date. The expense amortization period for restricted stock units is the lesser of the four-year service period or the period over which the awardee reaches the qualifying retirement age. For employees who have already met the qualifying retirement age, restricted stock units are fully expensed at the grant date. As of December 31, 2021, the remaining share-based compensation expense related to the restricted stock units totaled $1.7 million and is being recognized on a straight-line basis over the service period.

D.    Stock Options

During 2021, we also granted stock options, in connection with our merger with VEREIT. The following inputs and assumptions were used to calculate the weighted-average fair values of the options granted at the date of grant as follows:

The fair value of the stock options as of their grant date is determined using the Black-Scholes option pricing model, which requires the input of assumptions including expected terms, expected volatility, dividend yield and risk free rate.

The following table summarizes our stock option activity: 

	Number of stock options	Weighted average exercise price(1)		Weighted average remaining contractual term (Years)	Aggregate intrinsic value
Outstanding nonvested options, beginning of year	—
Options granted	709,426	$	53.80
Equitable adjustment - Orion Divestiture (2)	1,547
Options exercised	(395,903)	$	54.54
Options forfeited	—
Outstanding nonvested options, end of each period	315,070	$	52.89	2.4	$	5,891,639

(1) Grant date fair value.

(2) Effective with the Orion Divestiture on November 12, 2021, outstanding equity awards were adjusted by a conversion ratio of 1.002342 per one Realty Income share then held.

Compensation expense for stock options is recognized on a straight-line basis over the service period described above. In 2021, we recorded $68,000 of expense related to stock options. As of December 31, 2021, there was $57,000 of unrecognized compensation expense related to stock options with a weighted-average remaining term of 0.2 years.

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Segment Information

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segment Information

Segment Information 

We evaluate performance and make resource allocation decisions on an industry by industry basis. For financial reporting purposes, we have grouped our clients into 60 activity segments. All of the properties are incorporated into one of the applicable segments. Unless otherwise specified, all segments listed below are located within the U.S. Because almost all of our leases require our clients to pay or reimburse us for operating expenses, rental revenue is the only component of segment profit and loss we measure. Our investments in industries outside of the U.S. are managed as separate operating segments.

The following tables set forth certain information regarding the properties owned by us, classified according to the business of the respective clients (in thousands):

Assets, as of December 31:	2021		2020
Segment net real estate:
Automotive service	$	852,151	$	328,340
Beverages	362,570		347,366
Child care	347,680		216,718
Convenience stores - U.S.	2,844,800		2,101,005
Dollar stores	2,303,906		1,420,210
Drug stores	2,182,432		1,555,106
Financial services	576,065		374,508
General merchandise - U.S.	1,289,735		730,806
Grocery stores - U.S. (1)	1,517,237		907,634
Grocery stores - U.K. (1)	1,963,057		1,131,760
Health and fitness	1,325,932		1,050,791
Health care - U.S.	670,864		289,244
Home furnishings - U.S.	583,564		109,631
Home improvement - U.S.	946,870		608,222
Home improvement - U.K.	780,308		187,289
Restaurants - casual dining	2,016,017		515,226
Restaurants - quick service - U.S.	2,689,806		1,062,918
Theaters - U.S.	750,877		767,117
Transportation services	1,039,220		729,640
Wholesale club	865,658		407,584
Other non-reportable segments	6,080,123		2,644,041
Total net real estate	$	31,988,872	$	17,485,156
Intangible assets:
Automotive service	125,543		55,018
Beverages	17,452		9,401
Child care	33,449		19,848
Convenience stores - U.S.	275,548		121,151
Dollar stores	366,319		77,176
Drug stores	355,779		167,975
Financial services	92,986		14,611
General merchandise - U.S.	254,343		108,646
Grocery stores - U.S. (1)	378,181		181,764
Grocery stores - U.K. (1)	426,714		282,211
Health and fitness	125,586		67,537
Health care - U.S.	103,143		21,032
Home furnishings - U.S.	210,654		9,336
Home improvement - U.S.	207,637		97,228
Home improvement - U.K.	158,667		57,369
Restaurants - casual dining	416,653		20,553
Restaurants - quick service - U.S.	270,092		47,517
Theaters - U.S.	33,527		28,292
Transportation services	125,971		53,902
Wholesale club	155,032		36,165
Other non-reportable segments	1,142,849		233,923
Goodwill (2)	3,676,705		14,180
Other corporate assets	2,195,800		1,530,294
Total assets	$	43,137,502	$	20,740,285

(1) During 2021, we invested in 43 properties in Spain. As of December 31, 2021, grocery stores - Spain was not a reportable segment.

(2) Goodwill has not yet been allocated to our individual operating segments; the allocation is pending the finalization of our purchase accounting.

Revenue for the years ended December 31,	2021		2020		2019
Segment rental revenue:
Automotive service	$	47,830	$	35,090	$	32,365
Beverages	37,284		32,771		31,807
Child care	36,425		35,643		31,749
Convenience stores - U.S.	217,175		189,658		166,755
Dollar stores	149,136		126,719		102,695
Drug stores	153,174		140,993		127,853
Financial services	36,831		30,531		30,189
General merchandise - U.S.	72,442		49,352		35,366
Grocery stores - U.S. (1)	88,360		78,106		69,691
Grocery stores - U.K. (1)	100,500		51,459		17,819
Health and fitness	115,878		104,744		105,896
Health care - U.S.	33,579		25,563		21,011
Home furnishings - U.S.	21,457		12,447		10,490
Home improvement - U.S.	62,076		46,392		42,351
Home improvement - U.K.	34,470		4,224		—
Restaurants - casual dining	71,338		46,265		45,238
Restaurants - quick service - U.S.	115,758		88,163		92,018
Theaters - U.S.	90,792		78,653		87,698
Transportation services	71,955		64,131		66,500
Wholesale club	46,061		38,713		38,117
Other non-reportable segments and contractually obligated reimbursements by our clients	462,437		359,916		329,210
Rental (including reimbursable)	2,064,958		1,639,533		1,484,818
Other	15,505		7,554		3,345
Total revenue	$	2,080,463	$	1,647,087	$	1,488,163

(1) During 2021, we invested in 43 properties in Spain. As of December 31, 2021, grocery stores - Spain was not a reportable segment.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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 December 31, 2021, we had commitments of $74.7 million for re-leasing costs, recurring capital expenditures, and non-recurring building improvements. In addition, as of December 31, 2021, we had committed $285.7 million under construction contracts, the majority of which is expected to be paid in the next twelve months.

We have certain properties that are subject to ground leases, which are accounted for as operating leases.

At December 31, 2021, minimum future rental payments for the next five years and thereafter are as follows (in millions):

	Operating Leases		Finance Leases		Total
2022	$	38.3	$	1.6	$	39.9
2023	38.8		1.6		40.4
2024	38.7		1.4		40.1
2025	38.8		1.3		40.1
2026	36.7		1.3		38.0
Thereafter	468.5		45.4		513.9
Total	$	659.8	$	52.6	$	712.4
Present value adjustment for remaining lease payments (1)	(198.1)		(8.6)
Total lease liability	$	461.7	$	44.0

(1) The discount rates are specific for individual leases primarily based on the lease term. The range of discount rates used to calculate the present value of the operating lease payments is 0.41% to 5.50% and for finance lease payments is 0.54% to 5.50%. The weighted average discount rate was derived from estimated incremental borrowing rates based on our credit quality, as we did not have any borrowings at the balance sheet date with comparable terms to our lease agreements. At December 31, 2021, the weighted average discount rate for operating leases is 3.15% and the weighted average remaining lease term is 21.5 years. At December 31, 2021, the weighted average discount rate for finance leases is 3.55% and the weighted average remaining lease term is 22.8 years.

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Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

A.   Dividend Payments

In January and February 2022, we declared a dividend of $0.2465, which will be paid in February 2022 and March 2022, respectively.

B.   Note Issuances

In January 2022, we issued £250.0 million of 1.875% senior unsecured notes due January 2027 (the "January 2027 Notes") and £250.0 million of 2.500% senior unsecured notes due January 2042 (the "January 2042 Notes"). The public offering price for the January 2027 Notes was 99.487% of the principal amount for an effective semi-annual yield to maturity of 1.974% and the public offering price for the January 2042 Notes was 98.445% of the principal amount for an effective semi-annual yield to maturity of 2.584%. Combined, the new issues of the January 2027 Notes and the January 2042 Notes have a weighted average term of approximately 12.5 years and a weighted average effective semi-annual yield to maturity of approximately 2.28%.

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Schedule III Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2021

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at Which Carried at Close of Period (Notes 3, 4 and 6)
Description	Number of Properties (Note 1)	Encumbrances (Note 2)		Land		Buildings, Improvements and Acquisition Fees		Improvements		Carrying Costs		Land		Buildings, Improvements and Acquisition Fees		Total		Accumulated Depreciation (Note 5)		Date of Construction			Date Acquired
U.S.
Advertising	6	$	—	$	18,736	$	70,501	$	—	$	—	$	18,736	$	70,501	$	89,237	$	1,467	2009			11/1/2006	-	3/26/2021
Aerospace	5	24,133		6,891		98,840		223		—		6,891		99,063		105,954		31,484		1994	-	2013	6/20/2011	-	6/27/2013
Apparel stores	61	58,252		133,371		388,122		3,611		199		133,371		391,932		525,303		54,990		1972	-	2021	10/30/1987	-	9/29/2021
Automotive collision services	139	—		100,475		232,512		2,688		10		100,475		235,210		335,685		41,218		1920	-	2020	8/30/2002	-	12/17/2021
Automotive parts	397	1,316		156,461		371,138		5,189		827		156,461		377,154		533,615		85,069		1969	-	2020	8/6/1987	-	11/30/2021
Automotive service	566	—		354,282		573,469		9,393		145		354,282		583,007		937,289		85,135		1920	-	2021	10/2/1985	-	12/29/2021
Automotive tire services	233	—		175,415		463,613		5,541		83		175,415		469,237		644,652		131,817		1947	-	2021	11/27/1985	-	12/22/2021
Beverages	22	—		221,076		192,768		—		—		221,076		192,768		413,844		51,274		1989	-	2020	6/25/2010	-	3/26/2021
Child care	314	—		139,891		314,270		5,165		798		139,891		320,233		460,124		112,444		1958	-	2020	12/22/1981	-	12/23/2021
Consumer electronics	28	—		52,492		156,569		1,753		52		52,492		158,374		210,866		14,409		1991	-	2020	6/9/1997	-	5/10/2021
Consumer goods	9	17,990		24,063		259,397		894		—		24,063		260,291		284,354		30,303		1987	-	2013	1/22/2013	-	9/22/2015
Convenience stores	1,531	—		1,418,472		1,851,665		(650)		145		1,418,472		1,851,160		3,269,632		424,834		1922	-	2021	3/3/1995	-	12/29/2021
Crafts and novelties	48	—		97,796		280,412		2,730		440		97,796		283,582		381,378		23,000		1974	-	2020	11/26/1996	-	7/7/2021
Diversified industrial	17	59,628		48,262		267,151		16,178		—		48,262		283,329		331,591		19,518		1951	-	2021	9/19/2012	-	11/3/2021
Dollar stores	2,291	81,736		755,179		1,905,858		2,728		9		755,179		1,908,595		2,663,774		359,863		1935	-	2021	2/3/1998	-	12/29/2021
Drug stores	572	273,625		730,548		1,834,218		4,783		100		730,548		1,839,101		2,569,649		387,210		1965	-	2015	9/30/1998	-	12/22/2021
Education	15	—		8,040		25,577		519		103		8,040		26,199		34,239		16,830		1980	-	2000	12/19/1984	-	6/28/2006
Energy	34	—		25,905		82,959		—		—		25,905		82,959		108,864		396		1963	-	2014	11/1/2021	-	11/1/2021
Entertainment	21	—		76,619		159,428		819		—		76,619		160,247		236,866		7,887		1978	-	2021	3/26/1998	-	9/11/2014
Equipment services	20	—		17,640		73,252		650		—		17,640		73,902		91,542		13,422		1979	-	2014	7/3/2003	-	12/2/2019
Financial services	373	135,381		183,413		473,009		(1,061)		101		183,413		472,049		655,462		79,403		1807	-	2015	3/10/1987	-	6/29/2018
Food processing	9	28,171		33,718		221,840		260		—		33,718		222,100		255,818		24,944		1988	-	2021	9/26/2012	-	7/28/2021
General merchandise	234	48,392		379,088		1,015,644		(3,578)		535		379,088		1,012,601		1,391,689		101,952		1954	-	2021	8/6/1987	-	12/22/2021
Grocery stores	214	99,893		441,128		1,259,955		2,287		325		441,128		1,262,567		1,703,695		186,454		1948	-	2021	5/26/1988	-	12/28/2021
Health and beauty	5	—		4,509		47,162		—		—		4,509		47,162		51,671		4,579		2005	-	2017	11/1/2006	-	4/13/2018
Health and fitness	131	—		321,558		1,290,661		8,316		172		321,558		1,299,149		1,620,707		294,775		1940	-	2021	5/31/1995	-	3/19/2020
Health care	208	24,366		140,638		579,119		5,940		224		140,638		585,283		725,921		55,052		1922	-	2021	12/18/1984	-	12/22/2021
Home furnishings	165	41,472		161,347		451,739		5,495		128		161,347		457,362		618,709		35,142		1960	-	2020	1/24/1984	-	12/22/2021
Home improvement	128	23,722		379,212		669,277		2,834		63		379,212		672,174		1,051,386		104,516		1950	-	2021	12/22/1986	-	7/28/2021
Insurance	2	10,998		1,444		3,984		—		—		1,444		3,984		5,428		22		2000	-	2012	11/1/2021
Jewelry	5	—		5,369		58,702		—		—		5,369		58,702		64,071		3,203		1997	-	2008	1/22/2013	-	1/22/2013
Machinery	2	—		2,717		40,453		—		—		2,717		40,453		43,170		5,124		2010	-	2021	7/31/2012	-	9/1/2021
Motor vehicle dealerships	35	—		157,478		223,488		—		—		157,478		223,488		380,966		62,945		1962	-	2018	5/13/2004	-	3/29/2021
Office supplies	8	—		14,225		42,870		855		349		14,225		44,074		58,299		11,348		1995	-	2016	1/29/1997	-	12/2/2019
Other manufacturing	10	—		20,504		164,250		1,325		240		20,504		165,815		186,319		13,655		1989	-	2018	1/22/2013	-	12/30/2021
Packaging	11	1,430		32,527		178,997		2,480		—		32,527		181,477		214,004		38,907		1965	-	2016	6/3/2011	-	12/20/2017

				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at Which Carried at Close of Period (Notes 3, 4 and 6)
Description	Number of Properties (Note 1)	Encumbrances (Note 2)		Land		Buildings, Improvements and Acquisition Fees		Improvements		Carrying Costs		Land		Buildings, Improvements and Acquisition Fees		Total		Accumulated Depreciation (Note 5)		Date of Construction			Date Acquired
Paper	2	$	—	$	2,462	$	11,935	$	45	$	—	$	2,462	$	11,980	$	14,442	$	4,264	2002	-	2006	5/2/2011	-	12/21/2012
Pet supplies and services	69	2,509		92,269		239,274		5,824		239		92,269		245,337		337,606		31,419		1950	-	2019	12/22/1981	-	12/21/2021
Restaurants - casual dining	872	12,823		682,720		1,473,921		(1,305)		1,635		682,720		1,474,251		2,156,971		140,937		1965	-	2018	5/16/1984	-	12/22/2021
Restaurants - quick service	1,854	—		933,402		1,949,141		3,226		201		933,402		1,952,568		2,885,970		196,159		1926	-	2021	12/9/1976	-	12/22/2021
Shoe stores	6	—		7,008		41,779		316		215		7,008		42,310		49,318		11,940		1990	-	2008	3/26/1998	-	12/22/2021
Sporting goods	54	12,255		110,343		356,901		5,132		178		110,343		362,211		472,554		33,899		1950	-	2020	10/17/2001	-	12/1/2021
Telecommunications	3	—		2,872		10,133		364		11		2,872		10,508		13,380		2,178		1990	-	2016	6/26/1998	-	12/10/2015
Theaters	80	—		232,084		751,408		9,906		—		232,084		761,314		993,398		242,521		1930	-	2018	7/27/2000	-	8/13/2019
Transportation services	87	21,468		172,271		1,049,411		3,048		402		172,271		1,052,861		1,225,132		185,910		1967	-	2016	4/1/2003	-	7/30/2021
Warehousing and storage	2	—		1,767		11,571		—		—		1,767		11,571		13,338		55		1954	-	1979	11/1/2021	-	11/1/2021
Wholesale clubs	52	92,716		295,580		691,965		—		—		295,580		691,965		987,545		121,888		1985	-	2019	9/30/2011	-	12/23/2021
Other	14	—		18,854		48,760		798		—		18,854		49,558		68,412		6,426		1969	-	2018	8/18/1986	-	12/22/2021
Europe
Apparel stores	1	—		7,327		32,842		—		—		7,327		32,842		40,169		665		2004			4/19/2021	-	4/19/2021
Automotive service	3	—		1,815		5,534		—		—		1,815		5,534		7,349		175		1974	-	1994	3/9/2021	-	3/9/2021
Convenience stores	1	—		3,296		2,662		—		—		3,296		2,662		5,958		4		2020			12/21/2021	-	12/21/2021
Diversified industrial	1	—		5,041		14,002		—		—		5,041		14,002		19,043		257		2020			7/22/2021	-	7/22/2021
Food processing	4	—		25,728		72,305		—		—		25,728		72,305		98,033		192		1950	-	1984	12/10/2021	-	12/10/2021
General merchandise	2	—		4,342		14,525		—		—		4,342		14,525		18,867		77		2019	-	2021	8/25/2021	-	12/7/2021
Grocery stores UK	60	41,853		838,856		1,179,547		754		—		838,856		1,180,301		2,019,157		56,100		1940	-	2021	5/23/2019	-	12/21/2021
Grocery stores ES	43	—		123,264		191,946		—		—		123,264		191,946		315,210		944		1910	-	2005	9/16/2021	-	12/27/2021
Health care	2	—		8,819		17,177		—		—		8,819		17,177		25,996		1,003		2000			3/23/2020	-	3/23/2020
Home furnishings	3	—		6,495		19,380		—		—		6,495		19,380		25,875		425		2005	-	2019	4/9/2021	-	9/30/2021
Home improvement	50	—		294,239		496,548		—		—		294,239		496,548		790,787		10,479		1890	-	2016	7/31/2020	-	12/20/2021
Restaurants - quick service	1	—		758		2,019		—		—		758		2,019		2,777		69		2007			3/17/2021	-	3/17/2021
Theaters	1	—		1,547		—		—		—		1,547		—		1,547		—		2011			12/18/2019	-	12/18/2019
Warehousing and storage	1	—		56,049		52,003		—		—		56,049		52,003		108,052		1,176		2011			12/18/2019	-	12/18/2019
	11,137	$	1,114,129	$	10,769,697	$	25,059,558	$	115,475	$	7,929	$	10,769,697	$	25,182,962	$	35,952,659	$	3,963,753

REALTY INCOME CORPORATION AND SUBSIDIARIES

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION

Note 1.	Realty Income Corporation owns 10,885 single-client properties in the United States and Puerto Rico, our corporate headquarters property in San Diego, California, 109 single-client properties in the United Kingdom and 42 single-client properties in Spain. Crest Net Lease, Inc. owns 8 single-client properties in the United States.
	Realty Income Corporation also owns 70 multi-client properties located in the United States, owns 21 multi-client properties located in the United Kingdom and owns one multi-client property located in Spain.
Note 2.	Includes mortgages payable secured by 361 properties, but excludes unamortized net debt premiums of $28.6 million.
Note 3.	The aggregate cost for federal income tax purposes for Realty Income Corporation is $59.1 billion and for Crest Net Lease, Inc. is $30.1 million.
Note 4.	The following is a reconciliation of total real estate carrying value for the years ended December 31 (in thousands):	2021		2020		2019
	Balance at Beginning of Period	$	21,048,334	$	19,637,627	$	16,566,602
	Additions During Period:
	Acquisitions and development	5,851,945		2,163,707		3,644,884
	Merger Additions	11,722,801		—		—
	Less amounts allocated to acquired lease intangible assets and liabilities on our Consolidated Balance Sheets	(826,064)		(382,850)		(401,319)
	Improvements, Etc.	56,567		6,194		17,447
	Other (Leasing Costs and Building Adjustments) (1)	64,807		22,491		2,741
	Total Additions	16,870,056		1,809,542		3,263,753
	Deductions During Period:
	Cost of Real Estate sold	1,206,837		253,506		129,737
	Cost of Equipment sold	8		25		11
	Orion Divestiture (2)	634,254		—		—
	Releasing costs	40		259		674
	Other (3)	91,176		195,003		87,951
	Total Deductions	1,932,315		448,793		218,373
	Foreign Currency Translation	(33,416)		49,958		25,645
	Balance at Close of Period	$	35,952,659	$	21,048,334	$	19,637,627
	(1) Includes reclassification of $20.1 million and $22.5 million right of use assets under finance leases in 2021 and 2020, respectively, and $43.7 million mortgage assumption in 2021.

	(2) Represents derecognition of assets from the Orion Divestiture. For further information, see Note 3 to the Consolidated Financial Statements, Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture.
	(3) The year ended 2021 includes $43.0 million for building razed and $39.0 million of impairment. The year ended 2020 includes $147.2 million of impairment. The year ended 2019 includes a reclassification of $36.9 million of right of use assets under finance leases in accordance with the adoption of ASC 842, Leases, on January 1, 2019.
Note 5.	The following is a reconciliation of accumulated depreciation for the years ended (in thousands):	2021		2020		2019
	Balance at Beginning of Period	$	3,563,178	$	3,140,855	$	2,723,086
	Additions During Period - Provision for Depreciation	628,246		531,909		481,499
	Deductions During Period:
	Accumulated depreciation of real estate and equipment sold or disposed of	226,897		110,915		64,054
	Foreign Currency Translation	(774)		1,329		324
	Balance at Close of Period	$	3,963,753	$	3,563,178	$	3,140,855
	Please see note 2 to our consolidated financial statements for information regarding lives used for depreciation and amortization.
Note 6.	In 2021, provisions for impairment were recorded on 103 Realty Income properties.
	In 2020, provisions for impairment were recorded on 99 Realty Income properties.
	In 2019, provisions for impairment were recorded on 51 Realty Income properties.
	See report of independent registered public accounting firm.

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Summary of Significant Accounting Policies and Procedures and New Accounting Standards (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Intercompany accounts and transactions are eliminated in consolidation. The U.S. Dollar (“USD”) is our functional currency.

Principles of Consolidation

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 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, typically through holding of a majority of the entity’s voting equity interests.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 interest that was created or assumed as part of a business combination or asset acquisition was recognized at fair value as of the date of the transaction (see note 11, Noncontrolling Interests).

Principles of Consolidation, Variable Interest Entities

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.

Use of Estimates

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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Reclassifications. Certain reclassifications have been made to the prior years' consolidated financial statements to conform to current year presentation. We began presenting 'Goodwill,' which was previously presented in 'Other assets, net,' in a separate caption within our consolidated balance sheets. In addition, we began presenting 'Income taxes,' which was previously presented in 'Expenses,' below a newly captioned subtotal for 'Income before income taxes' within our consolidated statements of income and comprehensive income. Furthermore, we began presenting 'Other income, net' which consists of certain miscellaneous non-recurring revenue previously presented in 'Other' within 'Revenue,' in a separate caption within our consolidated statements of income and comprehensive income. These reclassifications have no effect on net income, total assets, accumulated earnings or cash flow statements as previously reported.

Net Income per Common Share

Net Income per Common Share. Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted net income per common share is computed by dividing net income available to common stockholders, plus income attributable to dilutive shares and convertible common units for the period, by the weighted average number of common shares that would have been outstanding assuming the issuance of common shares for all potentially dilutive common shares outstanding during the reporting period.

Cash Equivalents and Restricted Cash

Cash Equivalents and Restricted Cash. We consider all short-term, highly liquid investments that are readily convertible to cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Restricted cash includes cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the U.S. Internal Revenue Code, impounds related to mortgages payable and cash that is not immediately available to Realty Income (i.e. escrow deposits for future acquisitions).

Cash accounts maintained on behalf of Realty Income in demand deposits at commercial banks and money market funds may exceed federally insured levels or may be held in accounts without any federal insurance or any other insurance or guarantee. However, Realty Income has not experienced any losses in such accounts.

Lease Revenue Recognition and Accounts Receivable

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 our client’s sales is recognized only after our client exceeds their sales breakpoint. Rental increases based upon changes in the consumer price indexes 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.

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.

The COVID-19 pandemic and the measures taken to limit its spread are negatively impacting the economy across many industries, including the industries in which some of our clients operate. These impacts may continue as the duration and severity of the pandemic increases. As a result, we have closely monitored the collectability of our accounts receivable and continue to evaluate the potential impacts of the COVID-19 pandemic and the measures taken to limit its spread on our business and industry segments as the situation continues to evolve and more information becomes available.

We continue to assess the probability of collecting substantially all of the lease payments to which we are entitled under the original lease contract as required under Topic 842, Leases. We assess the collectability of our future lease payments based on an analysis of creditworthiness, economic trends (including trends arising from the COVID-19 pandemic) and other facts and circumstances related to the applicable clients. If we conclude the

collection of substantially all 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.

The majority of concessions granted to our clients during 2020 and 2021 as a result of the COVID-19 pandemic have been rent deferrals with the original lease term unchanged. We currently anticipate future concessions will be similar. In accordance with the guidance provided by the Financial Accounting Standards Board (FASB) staff, we have elected to account for these leases as if the right of deferral existed in the lease contract and therefore continue to recognize lease revenue in accordance with the lease contract in effect. In limited circumstances, the undiscounted cash flows resulting from deferrals granted increased significantly from original lease terms, which required us to account for these as lease modifications, and resulted in an insignificant impact to consolidated rental revenue during 2020 and 2021. Similarly, rent abatements granted, which are also accounted for as lease modifications, impacted our rental revenue by an insignificant amount during 2020 and 2021.

Unless otherwise specified, references to reserves recorded as a reduction of rental revenue include amounts reserved for in the current period, as well as unrecognized contractual rental revenue and unrecognized straight-line rental revenue for leases accounted for on a cash basis. The following table summarizes reserves to rental revenue (in millions):

	Year ended December 31,
	2021		2020		2019
Rental revenue reserves	$	10.2	$	44.1	$	1.4
Straight-line rent reserves	4.5		8.4		1.5
Total rental revenue reserves	$	14.7	$	52.5	$	2.9

As of December 31, 2021, other than the information related to the reserves recorded to date, we do not have any further client specific information that would change our assessment that collection of substantially all of the future lease payments under our existing leases is probable. However, since the conversations regarding rent collections for our clients affected by the COVID-19 pandemic are ongoing and we do not currently know the types of future concessions, if any, that will ultimately be granted, there may be impacts in future periods that could change this assessment as the situation continues to evolve and as more information becomes available. We also evaluated certain properties impacted by the COVID-19 pandemic for impairment (see note 14, Financial Instruments and Fair Value Measurements).

Gain on Sales of Real Estate

Gain on Sales of Real Estate. When real estate is sold, the carrying amount of the applicable assets is derecognized with a corresponding gain from the sale recognized in our consolidated statements of income and comprehensive income. We record a gain from the sale of real estate provided that various criteria, relating to the terms of the sale and any subsequent involvement by us with the real estate, have been met.

Allocation of the Purchase Price of Real Estate Acquisitions

Allocation of the Purchase Price of Real Estate Acquisitions. A majority of our acquisitions qualify as asset acquisitions and the transaction costs associated with those acquisitions are capitalized. However, our merger with VEREIT comprises both an input and substantive process that together significantly contributes to the ability to create outputs and therefore would be considered a business. As a result, the merger with VEREIT qualified as a business combination and, accordingly, the transaction costs have been expensed and categorized as merger and integration-related costs on our consolidated statements of income and comprehensive income. In accordance with ASC Topic 805, Business Combinations, adjustments to the allocated purchase price are able to be made within one year of the closing date of our merger with VEREIT as acquisition date uncertainties are resolved (for more details on our merger with VEREIT, please see note 3, Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture).

When acquiring a property for investment purposes, we typically allocate the cost of real estate acquired, inclusive of transaction costs, to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their relative estimated fair values. Intangible assets and liabilities consist of above-market or below-market lease value of in-place leases and the value of in-place leases, as applicable. Additionally, above-market rents on certain leases under which we are a lessor are accounted for as financing receivables amortizing over the lease term, while below-market rents on certain leases under which we are a lessor are accounted for as

prepaid rent. In an acquisition of multiple properties, we must also allocate the purchase price among the properties. The allocation of the purchase price is based on our assessment of estimated fair values of the land, building and improvements, and identified intangible assets and liabilities, and is often based upon various characteristics of the market where the property is located. In addition, any assumed notes payable or mortgages are recorded at their estimated fair values. The estimated fair values of our mortgages payable have been calculated by discounting the future cash flows using applicable interest rates that have been adjusted for factors, such as industry type, client investment grade, maturity date, and comparable borrowings for similar assets. The use of different assumptions in the allocation of the purchase price of the acquired properties and liabilities assumed could affect the timing of recognition of the related revenue and expenses.

Our estimated fair value determinations are based on management’s judgment, utilizing various factors, including: market land and building values, market rental rates, discount rates and capitalization rates. Our methodology for measuring and allocating the fair value of real estate acquisitions includes both observable market data (categorized as level 2 on the three-level valuation hierarchy of ASC Topic 820, Fair Value Measurement), and unobservable inputs that reflect our own internal assumptions (categorized as level 3 under ASC Topic 820). Given the significance of the unobservable inputs we believe the allocations of fair value of real estate acquisitions should be categorized as level 3 under ASC Topic 820. From time to time, we have used, and may continue to use, the assistance of independent third parties specializing in real estate valuations to prepare our purchase price allocations.

The allocation of tangible assets (which includes land and buildings/improvements) of an acquired property with an in-place lease is based upon relative fair value. Land is typically valued utilizing the sales comparison (or market) approach. Buildings and improvements are typically valued under the replacement cost approach. In allocating the fair value to identified intangibles for above-market or below-market leases, an amount is recorded based on the present value of the difference between (i) the contractual amount to be paid pursuant to the in-place lease and (ii) our estimate of fair market lease rate for the corresponding in-place lease, measured over the remaining term of the lease. The value of in-place leases is determined by our estimated costs related to acquiring a client and the carrying costs that would be incurred over the vacancy period to locate a client if the property were vacant, considering market conditions and costs to execute similar leases at the time of acquisition.

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 on our consolidated statements of income and comprehensive income. The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to depreciation and amortization expense over the remaining periods of the respective leases. If a lease is terminated prior to its stated expiration, all unamortized amounts relating to that lease are recorded to revenue or expense as appropriate.

Real Estate and Lease Intangibles Held for Sale

Real Estate and Lease Intangibles Held for Sale. We generally reclassify assets to held for sale when the disposition has been approved, there are no known contingencies relating to the sale and the consummation of the disposition is considered probable within one year. Upon classifying a real estate investment as held for sale, we will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets.

If circumstances arise that we previously considered unlikely and, as a result, we decide not to sell a property previously classified as held for sale, we will reclassify the property as held for investment. We measure and record a property that is reclassified as held for investment at the lower of (i) its carrying value before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held for investment or (ii) the estimated fair value at the date of the subsequent decision not to sell.

Investment in Unconsolidated Entities

Investment in Unconsolidated Entities. We account for our investment in unconsolidated entity arrangements using the equity method of accounting as we have the ability to exercise significant influence, but not control, over operating and financing policies of these investments. We have determined that none of the unconsolidated entities would be considered variable interest entities ("VIE") under the applicable accounting guidance. Our equity method investments were acquired in our merger with VEREIT. As a result, the investments were recorded at fair value and subsequently will be adjusted for our share of equity in the entities' earnings and distributions received. The step-up in fair value was allocated to the individual investment assets and liabilities and is being amortized over the estimated useful life of the respective underlying tangible real estate assets, the lease term of the intangible real estate assets, and the remaining term of the assumed debt. Investment in unconsolidated entities is included in the accompanying consolidated balance sheets. We record our proportionate share of net income from the unconsolidated entities in other income, net in the consolidated statements of income and comprehensive income.

Goodwill

Goodwill. Upon the closing of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. In connection with our merger with VEREIT, we recorded goodwill as a result of consideration exceeding the net assets acquired. Goodwill has not yet been allocated to our individual operating segments; the allocation is pending the finalization of our purchase accounting.

Deferred Financing Costs

Deferred Financing Costs. Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining or originating financing. Deferred financing costs, other than those associated with the line of credit, are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability. Deferred financing costs related to the line of credit are included in other assets, net in the accompanying consolidated balance sheets. These costs are amortized to interest expense over the terms of the respective financing agreements that approximates with the effective interest method.

Depreciation and Amortization

Depreciation and Amortization. Land, buildings and improvements are recorded and stated at cost. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives, while ordinary repairs and maintenance are expensed as incurred. Buildings and improvements that are under redevelopment, or are being developed, are carried at cost and no depreciation is recorded on these assets. Additionally, amounts essential to the development of the property, such as pre-construction, development, construction, interest and other costs incurred during the period of development are capitalized. We cease capitalization when the property is available for occupancy upon substantial completion of property improvements to accommodate the client's use, but in any event no later than one year from the completion of major construction activity.

Properties are depreciated using the straight-line method over the estimated useful lives of the assets.  The estimated useful lives are as follows:

Buildings	25 years or 35 years
Building improvements	4 to 35 years
Equipment	5 to 25 years
Lease commissions and property improvements to accommodate the client's use	The shorter of the term of the related lease or useful life
Acquired in-place leases	Remaining terms of the respective leases

Provisions for Impairment

Provisions for Impairment - Real Estate Assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If estimated future operating cash flows (undiscounted and without interest charges) plus estimated disposition proceeds (undiscounted) are less than the current book value of the property, a fair value analysis is performed and, to the extent the estimated fair value is less than the current book value, a provision for impairment is recorded to reduce the book value to estimated fair value. Key assumptions that we utilize in this analysis include projected rental rates, estimated holding periods, capital expenditures and property sales capitalization rates.

Provisions for Impairment - Goodwill. Goodwill is not amortized, but is subject to impairment reviews annually, or more frequently if necessary. Goodwill is qualitatively assessed to determine whether a quantitative impairment assessment is necessary. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. If the carrying value of the asset exceeds its estimated fair value, an impairment loss is recognized, and the asset is written down to its estimated fair value. We perform our annual goodwill impairment assessment as of June 30. During the years ended December 31, 2021, 2020 and 2019 there were no impairments of goodwill.

Provisions for Impairment - Investment in Unconsolidated Entities. When circumstances indicate that a decrease in value of an equity method investment has occurred that is other than temporary, an impairment loss should be recognized. To determine whether an impairment is other-than-temporary, we consider whether it has the ability and intent to hold the investment until the carrying value is fully recovered. We evaluate the recoverability of our investment in unconsolidated entities in accordance with accounting standards for equity investments by first reviewing each investment for indicators of impairment. If indicators are present, we estimate the fair value of the

investment. If the carrying value of the investment is greater than the estimated fair value, we make an assessment of whether the impairment is temporary or other-than-temporary. In making this assessment, we consider the length of time and the extent to which fair value has been less than cost, the financial condition and near-term prospects of the entity, and our intent and ability to retain its interest long enough for a recovery in market value. If we conclude that the impairment is other than temporary, the investment is reduced to its estimated fair value. The evaluation of an investment in an unconsolidated entity for potential impairment requires significant judgment. Since our merger with VEREIT in November 2021, when we assumed our first unconsolidated entities, through December 31, 2021, there have been no impairments of equity method investments.

Equity Offering Costs

Equity Offering Costs.  Underwriting commissions and offering costs have been reflected as a reduction of additional paid-in-capital on our consolidated balance sheets.

Derivatives and Hedging Activities

Derivative and Hedging Activities. Derivatives are financial arrangements among two or more parties with returns linked to or “derived” from an underlying equity, debt, commodity, other asset, liability, interest rate, foreign exchange rate or another index, or the occurrence or nonoccurrence of a specified event. The settlement of a derivative is determined by its underlying notional amount specified in the contract. Derivative contracts may be entered into outright or embedded within a non-derivative host contract, and may be listed, traded on exchanges or privately negotiated directly between two parties. We actively manage our risk exposures which arise from our liquidity and funding activities using derivative instruments which hedge for interest rate risk, foreign exchange risk, or both. We record all derivatives on the balance sheet at fair value. The recognition of changes in the fair value of derivatives is recorded in net income unless the derivative is designated in a cash flow or net investment hedge accounting relationship in which case the change in fair value is recorded in other comprehensive income until such time as the designated hedged item impacts net income.

Income Taxes

Income Taxes. We have elected to be taxed as a 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, we generally will not be required to pay federal corporate 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 a TRS 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. The income taxes recorded on our consolidated statements of income and comprehensive income represent amounts accrued or paid by Realty Income and its subsidiaries for city and state income and franchise taxes and income taxes for the U.K. and Spain.

Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes 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 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 income tax positions have been recorded in our financial statements.

Recently Issued Accounting Standards

Recently Issued Accounting Standards. In July 2021, the FASB issued ASU 2021-05 establishing Topic 842, Lessors - Certain Leases with Variable Lease Payments. ASU 2021-05 improves ASC 842 classification guidance as it relates to a lessor's accounting for certain leases with variable lease payments. This guidance requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. This guidance is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2021-05 on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and is effective between March 12, 2020 and December 31, 2022. The guidance may be elected over time as reference rate reform activities occur. We are currently evaluating the impact

that the expected market transition from the London Interbank Offered Rate, commonly referred to as LIBOR, to alternative references rates will have on our financial statements as well as the applicability of the aforementioned expedients and exceptions provided in ASU 2020-04.

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Summary of Significant Accounting Policies and Procedures and New Accounting Standards (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of reconciliation of the denominator of the diluted net income per common share computation

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:

	2021	2020	2019
Weighted average shares used for the basic net income per share computation	414,535,283	345,280,126	315,837,012
Incremental shares from share-based compensation	234,563	135,132	322,265
Weighted average shares used for diluted net income per share computation	414,769,846	345,415,258	316,159,277
Unvested shares from share-based compensation that were anti-dilutive	45,404	70,581	8,113
Weighted average partnership common units convertible to common shares that were anti-dilutive	500,217	463,119	442,073

Schedule of reserves recorded as reduction of rental revenue

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

	Year ended December 31,
	2021		2020		2019
Rental revenue reserves	$	10.2	$	44.1	$	1.4
Straight-line rent reserves	4.5		8.4		1.5
Total rental revenue reserves	$	14.7	$	52.5	$	2.9

Schedule of estimated useful lives of assets

Properties are depreciated using the straight-line method over the estimated useful lives of the assets.  The estimated useful lives are as follows:

Buildings	25 years or 35 years
Building improvements	4 to 35 years
Equipment	5 to 25 years
Lease commissions and property improvements to accommodate the client's use	The shorter of the term of the related lease or useful life
Acquired in-place leases	Remaining terms of the respective leases

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Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of fair value of the consideration transferred on the date of the acquisition

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 VEREIT common stock and VEREIT OP common units exchanged (1)	229,304,035
Exchange Ratio	0.705
	161,659,345
Less: Fractional shares settled in cash	(1,545)
Shares of Realty Income common stock and Realty Income L.P. units issued	161,657,800
Adjusted opening price of Realty common stock on November 1, 2021 (2)	$	71.236
Fair value of Realty common stock issued to former holders of VEREIT common stock and VEREIT OP common units	$	11,515,855
Fair value of VEREIT's equity-based compensation awards attributable to pre-combination services (3)	44,020
Total non-cash consideration	11,559,875
Cash paid for fractional shares	110
VEREIT indebtedness paid off in connection with the merger (4)	500,414
Consideration transferred	$	12,060,399

(1) Includes 229,152,001 shares of VEREIT common stock and 152,034 VEREIT OP common units outstanding as of November 1, 2021. Under the Merger Agreement, these shares and units were converted to Realty Income common stock, or in certain instances, Realty Income L.P. units, at an Exchange Ratio of 0.705 per share of VEREIT common stock or VEREIT OP common unit, as applicable.

(2) The fair value of Realty Income common stock issued to former holders of VEREIT common stock and VEREIT OP common units is based on the per share opening price of Realty Income common stock of $71.00 on November 1, 2021 (which traded on an ex-dividend basis), adjusted for the monthly dividend of $0.236 per share that former holders of VEREIT common stock and VEREIT OP common units were eligible to receive when such dividend was paid on November 15, 2021.

(3) Represents the fair value of fully vested deferred stock unit awards of VEREIT common stock (“VEREIT DSU Awards”) which were converted into Realty Income common stock upon our merger with VEREIT, as well as the estimated fair value of the Realty Income replacement employee and executive stock options and restricted stock units that were granted at the closing date of our merger with VEREIT and which were attributable to pre-combination services.

(4) Represents the outstanding balance of the VEREIT revolving credit facility paid off by Realty Income in connection with the merger. The amount shown in the table above was based upon the balance outstanding immediately prior to November 1, 2021.

Schedule of preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

ASSETS
Land	$	3,037,751
Buildings	8,685,049
Total real estate held for investment	11,722,800
Cash and cash equivalents	128,411
Accounts receivable	53,355
Lease intangible assets (1)	3,227,381
Goodwill	3,662,848
Investment in unconsolidated entities	194,876
Other assets	318,776
Total assets acquired	$	19,308,447
LIABILITIES
Accounts payable and accrued expenses	$	139,836
Lease intangible liabilities (2)	953,730
Other liabilities	337,052
Mortgages payable	869,113
Notes payable	4,946,965
Total liabilities assumed	$	7,246,696
Net assets acquired, at fair value	$	12,061,751
Noncontrolling interests	$	1,352
Total purchase price	$	12,060,399

(1) The weighted average amortization period for acquired lease intangible assets is 9.3 years.

(2) The weighted average amortization period for acquired lease intangible liabilities is 26.1 years.

Schedule of pro forma information

The following unaudited pro forma information presents a summary of our combined results of operations for the years ended December 31, 2021 and 2020 as if our merger with VEREIT had occurred on January 1, 2020 (in millions, except per share data). The following 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. The following information excludes the impact of the spin-off of office assets to Orion Office REIT Inc.

	Year Ended December 31,
	2021		2020
Total revenues	$	3,082.9	$	2,828.0
Net income	$	762.9	$	317.2
Basic and diluted earnings per share	$	1.39	$	0.62

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Supplemental Detail for Certain Components of Consolidated Balance Sheets (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

Schedule of accounts receivable

A.	Accounts Receivable, net, consist of the following at:	December 31, 2021		December 31, 2020
	Straight-line rent receivables, net	$	231,943	$	174,074
	Client receivables, net	194,825		111,627
		$	426,768	$	285,701

Schedule of acquired lease intangible assets, net

B.	Lease intangible assets, net, consist of the following at:	December 31, 2021		December 31, 2020
	In-place leases	$	4,791,846	$	1,840,704
	Accumulated amortization of in-place leases	(804,050)		(744,375)
	Above-market leases	1,591,382		866,567
	Accumulated amortization of above-market leases	(303,874)		(252,241)
		$	5,275,304	$	1,710,655

Schedule of other assets, net

C.	Other assets, net, consist of the following at:	December 31, 2021		December 31, 2020
	Right of use asset - operating leases, net	$	631,515	$	112,049
	Financing receivables	323,921		131,291
	Right of use asset - financing leases	218,332		118,585
	Restricted escrow deposits	68,541		21,220
	Derivative assets and receivables – at fair value	29,593		10
	Non-refundable escrow deposits	28,560		1,000
	Prepaid expenses	18,062		11,795
	Corporate assets, net	10,915		8,598
	Investment in sales type leases	7,492		—
	Impounds related to mortgages payable	5,249		4,983
	Note receivable	4,455		—
	Credit facility origination costs, net	4,352		7,705
	Other items	18,592		2,881
		$	1,369,579	$	420,117

Schedule of accounts payable and accrued expenses

D.	Accounts payable and accrued expenses consist of the following at:	December 31, 2021		December 31, 2020
	Notes payable - interest payable	$	108,227	$	83,219
	Derivative liabilities and payables – at fair value	70,617		73,356
	Property taxes payable	36,173		23,413
	Accrued property expenses	27,344		5,401
	Accrued costs on properties under development	19,665		12,685
	Accrued income taxes	19,152		8,077
	Value-added tax payable	11,297		5,182
	Merger and integration-related costs	10,699		—
	Mortgages, term loans, and credit line - interest payable	3,874		1,044
	Other items	44,080		28,959
		$	351,128	$	241,336

Schedule of acquired lease intangible liabilities, net

E.	Lease intangible liabilities, net, consist of the following at:	December 31, 2021		December 31, 2020
	Below-market leases	$	1,460,701	$	460,895
	Accumulated amortization of below-market leases	(152,480)		(139,697)
		$	1,308,221	$	321,198

Schedule of other liabilities

F.	Other liabilities consist of the following at:	December 31, 2021		December 31, 2020
	Lease liability - operating leases, net	$	461,748	$	114,559
	Rent received in advance and other deferred revenue	242,122		130,231
	Lease liability - financing leases	43,987		6,256
	Security deposits	11,340		5,817
		$	759,197	$	256,863

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Investments in Real Estate (Tables)

12 Months Ended

Dec. 31, 2021

Real Estate [Abstract]

Schedule of acquisitions

Below is a summary of our acquisitions for the year ended December 31, 2021 (information is unaudited and excludes properties assumed on November 1, 2021 in conjunction with our merger with VEREIT):

	Number of Properties	Leasable Square Feet	Investment ($ in thousands)		Weighted Average Lease Term (Years)	Initial Weighted Average Cash Lease Yield (1)
Year ended December 31, 2021 (2)
Acquisitions - U.S. (in 43 states)	714	14,727,335	$	3,608,573	14.1	5.5	%
Acquisitions - Europe (U.K. and Spain)	129	9,196,345	2,558,909		11.6	5.5	%
Total Acquisitions	843	23,923,680	$	6,167,482	13.1	5.5	%
Properties under Development (3)	68	2,681,676	243,278		15.7	6.0	%
Total (4)	911	26,605,356	$	6,410,760	13.2	5.5	%

(1)The initial weighted average cash lease yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property. Since it is possible that a client could default on the payment of contractual rent, we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above. Contractual net operating income used in the calculation of initial average cash yield includes approximately $8.5 million received as settlement credits for 41 properties as reimbursement of free rent periods for the year ended December 31, 2021.

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 lease yield is computed as follows: estimated cash net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs.

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

(3) Includes £7.0 million of investments in U.K. development properties, converted at the applicable exchange rate on the funding date.

(4) Our clients occupying the new properties are 83.6% retail and 16.4% industrial, based on rental revenue. Approximately 40% of the rental revenue generated from acquisitions during 2021 is from our investment grade rated clients, their subsidiaries or affiliated companies.

Below is a summary of our acquisitions for the year ended December 31, 2020 (unaudited):

	Number of Properties	Leasable Square Feet	Investment ($ in thousands)		Weighted Average Lease Term (Years)	Initial Weighted Average Cash Lease Yield
Year Ended December 31, 2020 (1)
Acquisitions - U.S. (in 30 states)	202	5,476,009	$	1,302,220	14.9	5.8	%
Acquisitions - U.K. (2)	24	2,120,256	920,934		10.8	6.1	%
Total Acquisitions	226	7,596,265	$	2,223,154	13.2	5.9	%
Properties under Development - U.S.	18	1,601,095	84,127		15.3	5.6	%
Total (3)	244	9,197,360	$	2,307,281	13.2	5.9	%

(1)None of our investments during 2020 caused any one client to be 10% or more of our total assets at December 31, 2020.

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

(3)Our clients occupying the new properties are 86.6% retail and 13.4% industrial, based on rental revenue. Approximately 61% of the rental revenue generated from acquisitions during 2020 is from our investment grade rated clients, their subsidiaries or affiliated companies.

Schedule allocation of acquisitions

Acquired properties accounted for as asset acquisitions during the year ended December 31, 2021, which had no associated contingent consideration, were allocated as follows (in millions):

	Acquisitions - U.S.		Acquisitions - U.K.		Acquisitions - Spain
Year ended December 31, 2021	(USD)		(£ Sterling)		(€ Euro)
Land (1)	$	1,059.3	£	422.3	€	108.4
Buildings and improvements	1,795.8		904.3		168.8
Lease intangible assets (2)	579.8		249.0		37.8
Other assets (3)	503.7		40.4		21.9
Lease intangible liabilities (4)	(92.2)		(6.8)		—
Other liabilities (5)	(130.6)		(0.3)		(16.5)
	$	3,715.8	£	1,608.9	€	320.4

(1) U.K. land includes £5.5 million of right of use assets under long-term ground leases.

(2) The weighted average amortization period for acquired lease intangible assets is 12.8 years.

(3) U.S. other assets consists of $161.5 million of financing receivables with above-market terms, $76.7 million of right-of-use assets accounted for as finance leases, $5.8 million in investments in sales-type leases, and $259.7 million of right of use assets under ground leases accounted for as operating leases. U.K. other assets consists of £7.2 million of financing receivables with above-market terms, £33.2 million of right-of-use assets accounted for as finance leases, and £13,000 of right of use assets under ground leases accounted for as operating leases. Spain other assets consists entirely of financing receivables with above-market terms.

(4) The weighted average amortization period for acquired lease intangible liabilities is 15.9 years.

(5) U.S. other liabilities consists of $27.1 million of deferred rent on certain below-market leases, $67.4 million of lease liabilities under ground leases accounted for as operating leases, and $36.1 million for lease liabilities under financing leases. U.K. other liabilities consists of £288,000 of a GBP mortgage premium and £13,000 of lease liabilities under ground leases. Spain other liabilities consists entirely of deferred rent on certain below-market leases.

Acquired properties accounted for as asset acquisitions during the year ended December 31, 2020, which had no associated contingent consideration, were allocated as follows (in millions):

	Acquisitions - U.S.		Acquisitions - U.K.
Year Ended December 31, 2020	(USD)		(£ Sterling)
Land (1)	$	338.4	£	253.4
Buildings and improvements	760.0		259.1
Lease intangible assets (2)	206.6		145.3
Other assets (3)	52.6		50.6
Lease intangible liabilities (4)	(9.3)		(0.6)
Other liabilities (5)	(0.9)		—
	$	1,347.4	£	707.8

(1) U.K. land includes £88.8 million of right of use assets under long-term ground leases.

(2) The weighted average amortization period for acquired lease intangible assets is 15.8 years.

(3) U.S. other assets consists of $51.9 million of financing receivables with above-market terms and $689,000 of right of use assets under ground leases. U.K. other assets consists entirely of right of use assets under ground leases.

(4) The weighted average amortization period for acquired lease intangible liabilities is 16.7 years.

(5) U.S. other liabilities consists entirely of lease liabilities under ground leases.

Schedule of future impact related to amortization of above-market, below-market and in-place lease intangibles

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 December 31, 2021 (in thousands):

	Net increase (decrease) to rental revenue		Increase to amortization expense
2022	$	(59,676)	$	611,012
2023	(57,819)		524,957
2024	(51,873)		465,087
2025	(46,018)		396,948
2026	(37,220)		353,006
Thereafter	273,319		1,636,786
Totals	$	20,713	$	3,987,796

Schedule of property dispositions

The following summarizes our property dispositions (dollars in millions). These amounts exclude properties disposed from the spin-off of office properties to Orion Office REIT Inc. in November 2021.

	Year Ended December 31,
	2021		2020		2019
Number of properties	154		126		93
Net sales proceeds	$	250.3	$	262.5	$	108.9
Gain on sales of real estate	$	55.8	$	76.2	$	30.0

Schedule of investment in unconsolidated entities

The following is a summary of our investments in unconsolidated entities as of December 31, 2021 (in thousands):

	Ownership % (1)	Number of Properties	Carrying Amount of Investment as of (2)		Equity in Income (2)
Investment	December 31, 2021		December 31, 2021		December 31, 2021
Industrial Partnerships	20%	7	$	140,967	$	1,106

(1) Our ownership interest reflects legal ownership interest. Legal ownership may, at times, not equal our economic interest in the listed properties because of various provisions in certain entity agreements regarding capital contributions, distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, our actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with legal ownership interests.

(2) Our unconsolidated entities are a result of our merger with VEREIT. The total carrying amount of the investments was greater than the underlying equity in net assets by $100.3 million as of December 31, 2021. The difference relates to a step-up in fair value of the investment net assets acquired in connection with the merger with VEREIT on November 1, 2021. The step up in fair value was allocated to the individual investment assets and liabilities and is being amortized over the estimated useful life of the respective underlying tangible real estate assets, the lease term of the intangible real estate assets, and the remaining term of the mortgages payable. Prior to November 1, 2021, we did not own any unconsolidated entities.

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Mortgages Payable (Tables) - Mortgages payable

12 Months Ended

Dec. 31, 2021

Debt

Summary of mortgages payable

The following summarizes our mortgages payable as of December 31, 2021 and 2020, respectively (dollars in thousands):

As Of	Number of Properties(1)	Weighted Average Stated Interest Rate(2)		Weighted Average Effective Interest Rate(3)		Weighted Average Remaining Years Until Maturity	Remaining Principal Balance		Unamortized Premium and Deferred Finance Costs Balance, net		Mortgage Payable Balance
12/31/2021	267	4.8	%	3.5	%	1.8	$	1,114,129	$	27,866	$	1,141,995
12/31/2020	68	4.9	%	4.6	%	2.9	$	299,631	$	729	$	300,360

(1) At December 31, 2021, there were 22 mortgages on 267 properties. At December 31, 2020, there were 18 mortgages on 68 properties. With the exception of one Sterling-denominated mortgage which is paid quarterly, the mortgages require monthly payments with principal payments due at maturity. At December 31, 2021 and December 31, 2020, all mortgages were at fixed interest rates.

(2) Stated interest rates ranged from 3.0% to 6.9% and 3.8% to 6.9% at each of December 31, 2021 and 2020, respectively.

(3) Effective interest rates ranged from 2.6% to 6.0% and 4.0% to 5.5% at each of December 31, 2021 and 2020, respectively.

Schedule of maturity of debt, net

The following table summarizes the maturity of mortgages payable, excluding net premiums of $28.7 million and deferred financing costs of $790,000, as of December 31, 2021 (in millions):

Year of Maturity	Principal
2022	$	271.1
2023	62.1
2024	733.0
2025	42.0
2026	1.2
Thereafter	4.7
Totals	$	1,114.1

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Notes Payable (Tables) - Notes and bonds payable

12 Months Ended

Dec. 31, 2021

Debt

Schedule of unsecured notes and bonds

Our senior unsecured notes and bonds consist of the following, sorted by maturity date (in millions):

	Principal Amount (Currency Denomination)		Carrying Value (USD) as of
			December 31, 2021		December 31, 2020
3.250% notes, $450 issued in October 2012 and $500 issued in December 2017, both due in October 2022 (1)	$	950	$	—	$	950
4.650% notes, issued in July 2013 and due in August 2023 (2)	$	750	—		750
4.600% notes, $500 issued February 2014, of which $485 was exchanged in November 2021, both due in February 2024 (3)	$	500	500		—
3.875% notes, issued in June 2014 and due in July 2024	$	350	350		350
3.875% notes, issued in April 2018 and due in April 2025	$	500	500		500
4.625% notes, $550 issued October 2018, of which $544 was exchanged in November 2021, both due in November 2025 (3)	$	550	550		—
0.750% notes, issued December 2020 and due in March 2026	$	325	325		325
4.875% notes, $600 issued June 2016, of which $596 was exchanged in November 2021, both due in June 2026 (3)	$	600	600		—
4.125% notes, $250 issued in September 2014 and $400 issued in March 2017, both due in October 2026	$	650	650		650
3.000% notes, issued in October 2016 and due in January 2027	$	600	600		600
1.125% notes, issued in July 2021 and due in July 2027	£	400	541		—
3.950% notes, $600 issued August 2017, of which $594 was exchanged in November 2021, both due in August 2027 (3)	$	600	600		—
3.650% notes, issued in December 2017 and due in January 2028	$	550	550		550
3.400% notes, $600 issued June 2020, of which $598 was exchanged in November 2021, both due in January 2028 (3)	$	600	600		—
2.200% notes, $500 issued November 2020, of which $497 was exchanged in November 2021, both due in June 2028 (3)	$	500	500		—
3.250% notes, issued in June 2019 and due in June 2029	$	500	500		500
3.100% notes, $600 issued December 2019, of which $596 was exchanged in November 2021, both due in December 2029 (3) (4)	$	599	599		—
1.625% notes, issued in October 2020 and due December 2030	£	400	541		547
3.250% notes, $600 issued in May 2020 and $350 issued in July 2020, both due in January 2031	$	950	950		950
2.850% notes, $700 issued November 2020, of which $699 was exchanged in November 2021, both due in December 2032 (3)	$	700	700		—
1.800% notes, issued in December 2020 and due in March 2033	$	400	400		400
1.750% notes, issued in July 2021 and due in July 2033	£	350	474		—
2.730% notes, issued in May 2019 and due in May 2034	£	315	427		431
5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035	$	250	250		250
4.650% notes, $300 issued in March 2017 and $250 issued in December 2017, both due in March 2047	$	550	550		550
Total principal amount			$	12,257	$	8,303
Unamortized net premiums and deferred financing costs			243		(35)
			$	12,500	$	8,268

(1)In January 2021, we completed the early redemption of all $950.0 million in principal amount.

(2) In December 2021, we completed the early redemption of all $750.0 million in principal amount.

(3) In connection with our merger with VEREIT, we completed our debt exchange offer to exchange certain outstanding notes issued by VEREIT on November 9, 2021 for new notes issued by Realty Income. Please refer to Exchange Offers Associated with our Merger with VEREIT below for more details. Prior to the completion of our merger with VEREIT on November 1, 2021, these notes were not the obligation of Realty Income.

(4) These notes were originally issued by VEREIT in December of 2019 for the principal amount of $600 million. The amount of Realty Income debt issued through the Exchange Offers was $599 million, resulting from cancellations due to late tenders that forfeited the early participation premium of $30 per $1,000 principal amount and cash paid in lieu of fractional shares.

Schedule of maturity of debt, net

The following table summarizes the maturity of our notes and bonds payable as of December 31, 2021, excluding unamortized net premiums of $295.5 million and deferred financing costs of $53.1 million (in millions):

Year of Maturity	Principal
2024	$	850
2025	1,050
2026	1,575
Thereafter	8,782
Totals	$	12,257

Schedule of notes repayment

We have redeemed the following principal amounts (in millions) of certain outstanding notes, prior to their maturity. As a result of these early redemptions, we have recognized the following losses on extinguishment of debt (in millions) recognized in our consolidated statements of income and comprehensive income:

			Loss on Extinguishment of Debt
2021 Repayments	Principal Amount (1)		Amount of Loss		Period Recognized
4.650% notes due August 2023 redeemed in December 2021	$	750.0	$	46.4	December 31, 2021
3.250% notes due October 2022 redeemed in January 2021	$	950.0	$	46.5	March 31, 2021
2020 Repayments
5.750% notes due January 2021 redeemed in January 2020	$	250.0	$	9.8	March 31, 2020

(1) The redeemed principal amounts presented exclude the amounts we paid in accrued and unpaid interest..

Schedule of notes and bonds issued during the year

During the three year period ended December 31, 2021 we issued the following notes and bonds (in millions):

2021 Issuances	Date of Issuance	Maturity Date	Principal amount used		Price of par value		Effective yield to maturity
1.125% notes	July 2021	July 2027	£	400	99.31	%	1.24	%
1.750% notes	July 2021	July 2033	£	350	99.84	%	1.76	%
4.600% notes (1)	November 2021	February 2024	$	485	100.00	%	4.60	%
4.625% notes (1)	November 2021	November 2025	$	544	100.00	%	4.63	%
4.875% notes (1)	November 2021	June 2026	$	596	100.00	%	4.88	%
3.950% notes (1)	November 2021	August 2027	$	594	100.00	%	3.95	%
3.400% notes (1)	November 2021	January 2028	$	598	100.00	%	3.40	%
2.200% notes (1)	November 2021	June 2028	$	497	100.00	%	2.20	%
3.100% notes (1)	November 2021	December 2029	$	596	100.00	%	3.10	%
2.850% notes (1)	November 2021	December 2032	$	699	100.00	%	2.85	%

2020 Issuances	Date of Issuance	Maturity Date	Principal amount used		Price of par value		Effective yield to maturity
3.250% notes (2)	May 2020	January 2031	$	600	98.99	%	3.36	%
3.250% notes (2)	July 2020	January 2031	$	350	108.24	%	2.34	%
1.625% notes	October 2020	December 2030	£	400	99.19	%	1.71	%
0.750% notes	December 2020	March 2026	$	325	99.19	%	0.91	%
1.800% notes	December 2020	March 2033	$	400	98.47	%	1.94	%

2019 Issuances	Date of Issuance	Maturity Date	Principal amount used		Price of par value		Effective yield to maturity
2.730% notes	May 2019	May 2034	£	315	100.00	%	2.73	%
3.250% notes	June 2019	June 2029	$	500	99.36	%	3.33	%

(1) In connection with our merger with VEREIT, we completed our debt exchange offer to exchange all outstanding notes issued by VEREIT OP on November 9, 2021 for new notes issued by Realty Income, pursuant to which approximately 99.2% of the outstanding notes issued by VEREIT OP were exchanged. We issued $1,000 principal amount of Realty Notes for each validly tendered VEREIT Notes with $1,000 principal amount. For this reason, we denote our “Price of par value” as 100%. Prior to the completion of our merger with VEREIT on November 1, 2021, these notes were not the obligation of Realty Income. With respect to the notes originally issued by VEREIT OP that remained outstanding, we amended the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture. Additional details regarding the exchange offers are provided in the Exchange Offers Associated with our Merger with VEREIT section below.

(2) In July 2020, we issued $350.0 million of 3.250% senior unsecured notes due January 2031 (the "2031 Notes"), which constituted a further issuance of, and formed a single series with, the $600.0 million of 2031 Notes issued in May 2020.

Schedule of exchange offers associated with merger

As part of our merger with VEREIT, Realty Income exchanged the following notes issued by VEREIT OP with notes of identical terms issued by Realty Income (in millions):

Series of VEREIT Notes	Tenders and Consents Received as of the Expiration Date (1)	Percentage of Total Outstanding Principal Amount of Such Series of VEREIT Notes
4.600% Notes due 2024	$485	97.06%
4.625% Notes due 2025	$544	98.95%
4.875% Notes due 2026	$596	99.29%
3.950% Notes due 2027	$594	99.02%
3.400% Notes due January 2028	$598	99.66%
2.200% Notes due June 2028	$497	99.42%
3.100% Notes due 2029	$597	99.48%
2.850% Notes due 2032	$700	99.93%

(1) The amount of VEREIT notes exchanged are higher than the amount that Realty Income issued as a result of cancellations due to late tenders that forfeited the early participation premium of $30 per $1,000 principal amount and cash paid in lieu of fractional shares.

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Issuances of Common Stock (Tables)

12 Months Ended

Dec. 31, 2021

ATM Program

Class of Stock [Line Items]

Schedule of common stock issuances

The following table outlines common stock issuances pursuant to our ATM program (dollars in millions):

	Year Ended December 31,
	2021		2020		2019
Shares of common stock issued under the ATM program	46,290,540		17,724,374		17,051,456
Gross proceeds	$	3,207.9	$	1,094.9	$	1,274.5

DRSPP

Class of Stock [Line Items]

Schedule of common stock issuances

The following table outlines common stock issuances pursuant to our DRSPP program (dollars in millions):

	Year Ended December 31,
	2021		2020		2019
Shares of common stock issued under the DRSPP program	168,000		149,289		117,522
Gross proceeds	$	11.2	$	9.1	$	8.4

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Noncontrolling Interests (Tables)

12 Months Ended

Dec. 31, 2021

Noncontrolling Interest [Abstract]

Schedule of the change in the carrying value of all noncontrolling interests

The following table represents the change in the carrying value of all noncontrolling interests through December 31, 2021 (in thousands):

	Realty Income, L.P. units (1)		Other Noncontrolling Interests		Total
Carrying value at December 31, 2019	$	24,596	$	5,106	$	29,702
Reallocation of equity	(47)		—		(47)
Additions to noncontrolling interest	—		3,168		3,168
Distributions	(1,297)		(299)		(1,596)
Allocation of net income	848		172		1,020
Carrying value at December 31, 2020	$	24,100	$	8,147	$	32,247
Contributions	36,975		6,415		43,390
Issued in merger	3,160		—		3,160
Orion divestiture	(1,352)		—		(1,352)
Reallocation of equity	(42)		—		(42)
Distributions	(1,574)		(294)		(1,868)
Allocation of net income	1,149		142		1,291
Carrying value at December 31, 2021	$	62,416	$	14,410	$	76,826

(1)  242,007 units were issued on March 30, 2018, 131,790 units were issued on April 30, 2018, 89,322 units were issued on March 28, 2019, 56,400 units were issued on November 1, 2021, 300,604 units were issued on November 30, 2021, and 240,586 units were issued on December 30, 2021. 1,060,709 units remained outstanding as of December 31, 2021.

Summary of selected financial data of consolidated VIEs

Below is a summary of selected financial data of consolidated VIEs included in the consolidated balance sheets at December 31, 2021 and 2020 (in thousands):

	December 31, 2021		December 31, 2020
Net real estate	$	688,229	$	635,963
Total assets	$	795,670	$	723,668
Total liabilities	$	57,057	$	47,962

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Distributions Paid and Payable (Tables)

12 Months Ended

Dec. 31, 2021

Dividends [Abstract]

Summary of monthly distributions paid per common share

The following is a summary of monthly distributions paid per common share for 2021, 2020 and 2019:

Month	2021		2020		2019
January	$	0.2345	$	0.2275	$	0.2210
February	0.2345		0.2325		0.2255
March	0.2345		0.2325		0.2255
April	0.2350		0.2330		0.2260
May	0.2350		0.2330		0.2260
June	0.2350		0.2330		0.2260
July	0.2355		0.2335		0.2265
August	0.2355		0.2335		0.2265
September	0.2355		0.2335		0.2265
October	0.2360		0.2340		0.2270
November	0.2360		0.2340		0.2270
December	0.2460		0.2340		0.2270
Total	$	2.8330	$	2.7940	$	2.7105

Schedule of federal income tax characterization of distributions paid or deemed to be paid

The following presents the federal income tax characterization of distributions paid or deemed to be paid per common share for the years:

	2021		2020		2019
Ordinary income	$	1.5146899	$	2.2798764	$	2.1206964
Nontaxable distributions	3.2925615		0.4902835		0.5898036
Total capital gain distribution (1)	0.0854609		0.0238401		—
Totals (2)	$	4.8927123	$	2.7940000	$	2.7105000

(1)  Unrecaptured Section 1250 Gain of $0.0649153, or 1.327% of the total common dividends paid in 2021, and Section 897 Gain of $0.0854609, or 1.747% of the total common dividends paid in 2021, both represent additional characterization of, and are part of, total capital gain distribution.

(2)  The amount distributed in 2021 includes the $2.060 tax distribution of Orion shares, that occurred in conjunction with the Orion Divestiture on November 12, 2021, after our merger with VEREIT on November 1, 2021. The fair market value of these shares for tax distribution was determined to be $20.6272 per share, which was calculated using the five day volume weighted average share price after issuance.

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Lessor Operating Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of minimum future annual rental revenue to be received on operating leases

At December 31, 2021, minimum future annual rental revenue to be received on the operating leases for the next five years and thereafter are as follows (in thousands):

	Future Minimum Operating Lease Payments		Future Minimum Direct Financing Lease Payments (1)
2022	$	2,900,002	$	1,925
2023	2,824,724		1,565
2024	2,683,176		510
2025	2,533,231		169
2026	2,362,933		171
Thereafter	14,918,244		484
Totals	$	28,222,310	$	4,824

(1)  Related to 18 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties.

Schedule of minimum future annual rental revenue to be received on direct financing leases

At December 31, 2021, minimum future annual rental revenue to be received on the operating leases for the next five years and thereafter are as follows (in thousands):

	Future Minimum Operating Lease Payments		Future Minimum Direct Financing Lease Payments (1)
2022	$	2,900,002	$	1,925
2023	2,824,724		1,565
2024	2,683,176		510
2025	2,533,231		169
2026	2,362,933		171
Thereafter	14,918,244		484
Totals	$	28,222,310	$	4,824

(1)  Related to 18 properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflect undiscounted cash flows to be received by the Company under the lease agreements on these respective properties.

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Financial Instruments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of fair value by balance sheet groupings

The fair value of our financial instruments not carried at fair value are disclosed as follows (in millions):

At December 31, 2021	Carrying value		Estimated fair value
Mortgages payable assumed in connection with acquisitions (1)	$	1,114.1	$	1,154.7
Notes and bonds payable (2)	$	12,257.3	$	13,114.5
At December 31, 2020	Carrying value		Estimated fair value
Mortgages payable assumed in connection with acquisitions (1)	$	299.6	$	309.4
Notes and bonds payable (2)	$	8,302.4	$	9,324.0

(1) Excludes non-cash net premiums recorded on the mortgages payable. The unamortized balance of these net premiums is $28.7 million at December 31, 2021, and $1.7 million at December 31, 2020. Also excludes deferred financing costs of $790,000 at December 31, 2021, and $973,000 at December 31, 2020.

(2) Excludes non-cash premiums and discounts recorded on notes payable. The unamortized balance of the net premiums was $295.5 million at December 31, 2021, and $14.6 million at December 31, 2020. Also excludes deferred financing costs of $53.1 million at December 31, 2021 and $49.2 million at December 31, 2020.

Schedule of provisions for impairment

The following table summarizes our provisions for impairment during the periods indicated below (dollars in millions):

	Year Ended December 31,
	2021		2020		2019
Total provisions for impairment	$	39.0	$	147.2	$	40.2
Number of properties:
Classified as held for sale	16		1		—
Classified as held for investment	11		34		3
Sold	76		64		48

Schedule of derivative financial instruments

The following table summarizes the terms and fair values of our derivative financial instruments at December 31, 2021 and December 31, 2020 (dollars in millions):

Derivative Type	Number of Instruments (1)	Accounting Classification	Notional Amount as of December 31,				Weighted Average Strike Rate (2)	Maturity Date (3)	Fair Value - asset (liability) as of December 31,
Derivatives Designated as Hedging Instruments			2021		2020				2021		2020
Interest rate swap	1	Derivative	$	250.0	$	250.0	3.04%	03/2024	$	(11.9)	$	(22.6)
Cross-currency swaps (4)	4	Derivative	166.3		166.4		(5)	05/2034	(13.8)		(21.4)
Foreign currency forwards	32	Derivative	176.1		0.0		(6)	01/2022 - 08/2024	7.6		—
Forward-starting swaps (7)	4	Derivative	300.0		300.0		1.86%	11/2032 - 06/2033	(3.2)		(16.5)
Forward-starting swaps (7)	2	Hybrid debt	200.0		200.0		1.93%	11/2032 - 06/2033	(5.1)		(12.8)
			$	1,092.4	$	916.4			$	(26.4)	$	(73.3)
Derivatives not Designated as Hedging Instruments
Currency exchange swaps (8)	4	Derivative	1,639.5		625.0		(9)	01/2022 - 02/2022	(14.7)		(8.2)
Total of all Derivatives			$	2,731.9	$	1,541.4			$	(41.1)	$	(81.5)

(1)This column represents the number of instruments outstanding as of December 31, 2021.

(2)Weighted average strike rate is calculated using the current notional value as of December 31, 2021.

(3)This column represents maturity dates for instruments outstanding as of December 31, 2021.

(4)Represents four British Pound Sterling, or GBP cross-currency swaps with notional amount of $166.3 million.

(5)GBP fixed rates initially at 4.82% and escalating to 10.96%, and USD weighted average fixed rate at 9.78%.

(6)Weighted average forward GBP-USD exchange rate of 1.41.

(7)There were five treasury rate locks entered into during February 2020 that were terminated in June 2020 and converted into six forward starting interest rate swaps through a cashless settlement. For full discussion of the hedging arrangements for these six forward starting swaps, please refer to Derivative Designated as Hedging Instruments above.

(8)Represents two British Pound Sterling, or GBP currency exchange swaps with notional amount of $1.36 billion and two Euro, or EUR currency exchange swaps with notional amount of $275.9 million.

(9)Weighted average Forward GBP-USD exchange rate of 1.34 and Weighted Average Forward EUR-USD exchange rate of 1.16.

Schedule of gain (loss) recognized on derivatives in other comprehensive income

The following table summarizes the amount of unrealized gain (loss) on derivatives in other comprehensive income (loss) during the periods indicated below (in thousands):

	Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2021		2020		2019
Currency swaps	$	8,232	$	(2,169)	$	(971)
Interest rate swaps	34,659		(32,757)		(8,219)
Foreign currency forwards	7,557		—		—
Total unrealized gain (loss) on derivatives	$	50,448	$	(34,926)	$	(9,190)

Summary of gain (loss) on derivatives reclassified from accumulated other comprehensive income (loss)

The following table summarizes the amount of gain (loss) on derivatives reclassified from accumulated other comprehensive income (loss) during the periods indicated below (in thousands):

		Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships	Location of Gain (Loss) Recognized in Income	2021		2020		2019
Currency swaps	Foreign currency and derivative gain (loss), net	$	3,541	$	(3,617)	$	(5,472)
Interest rate swaps	Interest expense	(10,343)		(11,434)		(3,436)
Net decrease to net income		$	(6,802)	$	(15,051)	$	(8,908)

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Supplemental Disclosures of Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2021

Supplemental Cash Flow Information [Abstract]

Schedule of supplemental cash flow information

The following table summarizes our supplemental cash flow information during the periods indicated below (in thousands):

	2021		2020		2019
Supplemental disclosures:
Cash paid for interest	$	355,483	$	285,617	$	275,303
Cash paid for income taxes	$	19,676	$	13,128	$	4,221
Cash paid for merger and integration-related costs	$	157,115	$	—	$	—
Non-cash activities:
Increase (decrease) in net derivative liability position at fair value	$	(40,489)	$	55,205	$	—
Mortgages assumed at fair value (1)	$	911,525	$	—	$	130,765
Notes payable assumed at fair value	$	4,946,965	$	—	$	—
Non-cash assets and liabilities assumed in merger	$	11,559,875	$	—	$	—
Non-cash assets and liabilities distributed in Orion Divestiture	$	1,142,121	$	—	$	—
Adoption of Accounting Standards Codifications Topic 842, Leases	$	—	$	—	$	131,982
Issuance of common partnership units of Realty Income, L.P. (2)	$	38,783	$	—	$	6,286
Acquisition of a controlling interest	$	—	$	—	$	5,084

(1)  For 2021, includes £31.0 million Sterling, converted at the applicable exchange rate on the date of transaction, for one mortgage and $869.1 million, estimated at fair value, for ten mortgages from our merger with VEREIT.

(2)  For 2021, includes $1.8 million for the issuance of 56,400 units on November 1, 2021 that were a result of our merger with VEREIT, $20.4 million for the issuance of 300,604 units on November 30, 2021 that were a partial consideration for an acquisition of properties, and $16.6 million for the issuance of 240,586 units on December 30, 2021 that were issued to a new partner in connection with an industrial property contribution. For 2019, includes $6.3 million for the issuance of 89,322 units on March 28, 2019 that were a partial consideration for an acquisition of properties.

Schedule of reconciliation of cash, cash equivalents and restricted cash

	December 31, 2021		December 31, 2020
Cash and cash equivalents shown in the consolidated balance sheets	$	258,579	$	824,476
Restricted escrow deposits (1)	68,541		21,220
Impounds related to mortgages payable (1)	5,249		4,983
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows	$	332,369	$	850,679

(1)  Included within other assets, net on the consolidated balance sheets (see note 4). 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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Common Stock Incentive Plan (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of nonvested restricted stock activity

The following table summarizes our common stock grant activity under our 2021 and 2012 Plans.

	2021			2020			2019
	Number of shares	Weighted average price(1)		Number of shares	Weighted average price(1)		Number of shares	Weighted average price(1)
Outstanding nonvested shares, beginning of year	219,482	$	63.69	259,698	$	58.39	307,821	$	53.44
Shares granted	133,052	$	64.27	103,473	$	67.84	87,327	$	69.83
Shares vested	(124,505)	$	61.57	(141,486)	$	56.94	(126,363)	$	54.45
Shares forfeited	(15,399)	$	65.09	(2,203)	$	66.48	(9,087)	$	55.71
Outstanding nonvested shares, end of each period	212,630	$	65.20	219,482	$	63.69	259,698	$	58.39

(1)  Grant date fair value.

Schedule of number of performance shares that vest based on the achievement of performance goals

The number of performance shares that vest for each of the three years is based on the achievement of the following performance goals:

	Weighting for year granted
Annual Performance Awards Metrics	2021		2020		2019
Total shareholder return (“TSR”) ranking relative to MSCI US REIT Index	70	%	70	%	45	%
TSR ranking relative to J.P. Morgan Net Lease Peer Group	N/A		N/A		26	%
Dividend per share Growth Rate	15	%	15	%	16	%
Debt-to-Adjusted EBITDAre Ratio	N/A		N/A		13	%
Net Debt-to-Adjusted EBITDAre Ratio	15	%	15	%	N/A

Schedule of nonvested performance shares activity

The following table summarizes our performance share grant activity, inclusive of annual performance shares and the one-time performance shares related to the merger with VEREIT: 

	2021			2020			2019
	Number of performance shares	Weighted average price(1)		Number of performance shares	Weighted average price(1)		Number of performance shares	Weighted average price(1)
Outstanding nonvested shares, beginning of year	291,759	$	69.73	304,663	$	62.25	223,392	$	58.78
Equitable adjustment - Orion Divestiture (2)	752			—			—
Shares granted(3)	257,149	$	64.18	136,729	$	79.98	128,581	$	65.34
Shares vested	(109,113)	$	62.52	(139,012)	$	63.66	(47,310)	$	54.27
Shares forfeited	(52,408)	$	65.83	(10,621)	$	66.64	—
Outstanding nonvested shares, end of each period	388,139	$	68.09	291,759	$	69.73	304,663	$	62.25

(1) Grant date fair value.

(2) Effective with the Orion Divestiture on November 12, 2021, outstanding equity awards were adjusted by a conversion ratio of 1.002342 per one Realty Income share then held.

(3) 194,053 shares granted relate to annual performance grants and 63,096 shares granted relate to one-time grant of performance shares.

Schedule of nonvested restricted stock units activity

During 2021, 2020 and 2019, and in connection with our merger with VEREIT, we also granted restricted stock units that primarily vest over service periods of three or four-years and have the same economic rights as shares of restricted stock: 

	2021			2020			2019
	Number of restricted stock units	Weighted average price(1)		Number of restricted stock units	Weighted average price(1)		Number of restricted stock units	Weighted average price(1)
Outstanding nonvested shares, beginning of year	18,670	$	70.38	15,511	$	59.82	14,968	$	54.62
Equitable adjustment - Orion Divestiture (2)	109			—			—
Shares granted	71,956	$	68.96	9,966	$	78.79	5,482	$	69.58
Shares vested	(23,368)	$	66.96	(6,807)	$	58.63	(4,939)	$	54.90
Shares forfeited	—			—			—
Outstanding nonvested shares, end of each period	67,367	$	69.69	18,670	$	70.38	15,511	$	59.82

(1) Grant date fair value.

(2) Effective with the Orion Divestiture on November 12, 2021, outstanding equity awards were adjusted by a conversion ratio of 1.002342 per one Realty Income share then held.

Schedule of stock option activity

The following table summarizes our stock option activity: 

	Number of stock options	Weighted average exercise price(1)		Weighted average remaining contractual term (Years)	Aggregate intrinsic value
Outstanding nonvested options, beginning of year	—
Options granted	709,426	$	53.80
Equitable adjustment - Orion Divestiture (2)	1,547
Options exercised	(395,903)	$	54.54
Options forfeited	—
Outstanding nonvested options, end of each period	315,070	$	52.89	2.4	$	5,891,639

(1) Grant date fair value.

(2) Effective with the Orion Divestiture on November 12, 2021, outstanding equity awards were adjusted by a conversion ratio of 1.002342 per one Realty Income share then held.

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Schedule of reconciliation of assets from segment to consolidated

Assets, as of December 31:	2021		2020
Segment net real estate:
Automotive service	$	852,151	$	328,340
Beverages	362,570		347,366
Child care	347,680		216,718
Convenience stores - U.S.	2,844,800		2,101,005
Dollar stores	2,303,906		1,420,210
Drug stores	2,182,432		1,555,106
Financial services	576,065		374,508
General merchandise - U.S.	1,289,735		730,806
Grocery stores - U.S. (1)	1,517,237		907,634
Grocery stores - U.K. (1)	1,963,057		1,131,760
Health and fitness	1,325,932		1,050,791
Health care - U.S.	670,864		289,244
Home furnishings - U.S.	583,564		109,631
Home improvement - U.S.	946,870		608,222
Home improvement - U.K.	780,308		187,289
Restaurants - casual dining	2,016,017		515,226
Restaurants - quick service - U.S.	2,689,806		1,062,918
Theaters - U.S.	750,877		767,117
Transportation services	1,039,220		729,640
Wholesale club	865,658		407,584
Other non-reportable segments	6,080,123		2,644,041
Total net real estate	$	31,988,872	$	17,485,156
Intangible assets:
Automotive service	125,543		55,018
Beverages	17,452		9,401
Child care	33,449		19,848
Convenience stores - U.S.	275,548		121,151
Dollar stores	366,319		77,176
Drug stores	355,779		167,975
Financial services	92,986		14,611
General merchandise - U.S.	254,343		108,646
Grocery stores - U.S. (1)	378,181		181,764
Grocery stores - U.K. (1)	426,714		282,211
Health and fitness	125,586		67,537
Health care - U.S.	103,143		21,032
Home furnishings - U.S.	210,654		9,336
Home improvement - U.S.	207,637		97,228
Home improvement - U.K.	158,667		57,369
Restaurants - casual dining	416,653		20,553
Restaurants - quick service - U.S.	270,092		47,517
Theaters - U.S.	33,527		28,292
Transportation services	125,971		53,902
Wholesale club	155,032		36,165
Other non-reportable segments	1,142,849		233,923
Goodwill (2)	3,676,705		14,180
Other corporate assets	2,195,800		1,530,294
Total assets	$	43,137,502	$	20,740,285

(1) During 2021, we invested in 43 properties in Spain. As of December 31, 2021, grocery stores - Spain was not a reportable segment.

(2) Goodwill has not yet been allocated to our individual operating segments; the allocation is pending the finalization of our purchase accounting.

Schedule of reconciliation of revenue from segments to consolidated

Revenue for the years ended December 31,	2021		2020		2019
Segment rental revenue:
Automotive service	$	47,830	$	35,090	$	32,365
Beverages	37,284		32,771		31,807
Child care	36,425		35,643		31,749
Convenience stores - U.S.	217,175		189,658		166,755
Dollar stores	149,136		126,719		102,695
Drug stores	153,174		140,993		127,853
Financial services	36,831		30,531		30,189
General merchandise - U.S.	72,442		49,352		35,366
Grocery stores - U.S. (1)	88,360		78,106		69,691
Grocery stores - U.K. (1)	100,500		51,459		17,819
Health and fitness	115,878		104,744		105,896
Health care - U.S.	33,579		25,563		21,011
Home furnishings - U.S.	21,457		12,447		10,490
Home improvement - U.S.	62,076		46,392		42,351
Home improvement - U.K.	34,470		4,224		—
Restaurants - casual dining	71,338		46,265		45,238
Restaurants - quick service - U.S.	115,758		88,163		92,018
Theaters - U.S.	90,792		78,653		87,698
Transportation services	71,955		64,131		66,500
Wholesale club	46,061		38,713		38,117
Other non-reportable segments and contractually obligated reimbursements by our clients	462,437		359,916		329,210
Rental (including reimbursable)	2,064,958		1,639,533		1,484,818
Other	15,505		7,554		3,345
Total revenue	$	2,080,463	$	1,647,087	$	1,488,163

(1) During 2021, we invested in 43 properties in Spain. As of December 31, 2021, grocery stores - Spain was not a reportable segment.

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of minimum future rental payments under operating leases

At December 31, 2021, minimum future rental payments for the next five years and thereafter are as follows (in millions):

	Operating Leases		Finance Leases		Total
2022	$	38.3	$	1.6	$	39.9
2023	38.8		1.6		40.4
2024	38.7		1.4		40.1
2025	38.8		1.3		40.1
2026	36.7		1.3		38.0
Thereafter	468.5		45.4		513.9
Total	$	659.8	$	52.6	$	712.4
Present value adjustment for remaining lease payments (1)	(198.1)		(8.6)
Total lease liability	$	461.7	$	44.0

(1) The discount rates are specific for individual leases primarily based on the lease term. The range of discount rates used to calculate the present value of the operating lease payments is 0.41% to 5.50% and for finance lease payments is 0.54% to 5.50%. The weighted average discount rate was derived from estimated incremental borrowing rates based on our credit quality, as we did not have any borrowings at the balance sheet date with comparable terms to our lease agreements. At December 31, 2021, the weighted average discount rate for operating leases is 3.15% and the weighted average remaining lease term is 21.5 years. At December 31, 2021, the weighted average discount rate for finance leases is 3.55% and the weighted average remaining lease term is 22.8 years.

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Organization and Operation (Details) ft² in Millions	Dec. 31, 2021 ft² state property
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of properties owned | property	11,136
Number of U.S. states where operating | state	50
Leasable square feet (sq ft) | ft²	210.1

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Summary of Significant Accounting Policies and Procedures and New Accounting Standards - Net Income per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share Reconciliation [Abstract]
Weighted average shares used for the basic net income per share computation (in shares)	414,535,283	345,280,126	315,837,012
Incremental shares from share-based compensation (in shares)	234,563	135,132	322,265
Weighted average shares used for diluted net income per share computation (in shares)	414,769,846	345,415,258	316,159,277
Unvested shares from share-based compensation that were anti-dilutive
Net income per common share
Anti-dilutive shares excluded from computation (in shares)	45,404	70,581	8,113
Weighted average partnership common units convertible to common shares that were anti-dilutive
Net income per common share
Anti-dilutive shares excluded from computation (in shares)	500,217	463,119	442,073

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Summary of Significant Accounting Policies and Procedures and New Accounting Standards - Reserves of Rental Revenue (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Rental revenue reserves	$ 10.2	$ 44.1	$ 1.4
Straight-line rent reserves	4.5	8.4	1.5
Total rental revenue reserves	$ 14.7	$ 52.5	$ 2.9

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Summary of Significant Accounting Policies and Procedures and New Accounting Standards - Estimated Useful Lives of Assets (Details)	12 Months Ended
	Dec. 31, 2021
Buildings | Minimum
Depreciation and Amortization
Estimated useful life (in years)	25 years
Buildings | Maximum
Depreciation and Amortization
Estimated useful life (in years)	35 years
Building improvements | Minimum
Depreciation and Amortization
Estimated useful life (in years)	4 years
Building improvements | Maximum
Depreciation and Amortization
Estimated useful life (in years)	35 years
Equipment | Minimum
Depreciation and Amortization
Estimated useful life (in years)	5 years
Equipment | Maximum
Depreciation and Amortization
Estimated useful life (in years)	25 years

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Summary of Significant Accounting Policies and Procedures and New Accounting Standards - Narrative (Details)	2 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) property	Dec. 31, 2021 USD ($) property	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Accounting Policies [Abstract]
Goodwill impairment | $		$ 0	$ 0	$ 0
Impairment of equity method investments | $	$ 0
Assets Held-for-Sale [Line Items]
Number of properties owned | property	11,136	11,136
Held for sale
Assets Held-for-Sale [Line Items]
Number of properties owned | property	33	33

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Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture - Narrative (Details)			2 Months Ended		3 Months Ended	12 Months Ended
	Nov. 01, 2021 USD ($) Rate	Jun. 16, 2021 lawsuit	Dec. 31, 2021 USD ($)	Jul. 23, 2021 lawsuit	Oct. 27, 2021 lawsuit	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Apr. 29, 2021 subsidiary
Business Acquisition [Line Items]
Merger and integration-related costs						$ 167,413,000	$ 0	$ 0
VEREIT
Business Acquisition [Line Items]
Agreement and Plan of Merger, newly formed subsidiaries | subsidiary									2
Disclosure challenges, purported stockholders of VEREIT
Business Acquisition [Line Items]
Number of lawsuits filed | lawsuit				12
Number of complaints voluntarily dismissed | lawsuit					12
Disclosure challenges, purported stockholders of Realty Income
Business Acquisition [Line Items]
Number of lawsuits filed | lawsuit		1
Number of complaints voluntarily dismissed | lawsuit					1
VEREIT
Business Acquisition [Line Items]
Conversion for common stock and common units per merger agreement | Rate	70.50%
Preliminary allocation to goodwill	$ 3,660,000,000
Goodwill expected to be deductible for tax purposes	$ 0
Merger and integration-related costs						$ 161,400,000
Revenues associated with VEREIT OP since merger closing date			$ 176,300,000
Net loss associated with VEREIT OP since merger closing date			$ 36,700,000

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Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture - Fair Value of Consideration (Details) - USD ($) $ / shares in Units, $ in Thousands	Nov. 01, 2021	Dec. 31, 2021	Dec. 31, 2020
Fair value of the consideration transferred on the date of the acquisition
Common stock, outstanding (in shares)		591,261,991	361,303,445
VEREIT
Fair value of the consideration transferred on the date of the acquisition
Shares of VEREIT common stock and VEREIT OP common units exchanged (in shares)	229,304,035
Exchange Ratio	70.50%
Shares of VEREIT common stock and VEREIT OP common units after conversion (in shares)	161,659,345
Less: Fractional shares settled in cash (in shares)	(1,545)
Shares of Realty Income common stock and Realty Income L.P. units issued (in shares)	161,657,800
Adjusted opening price of Realty common stock on November 1, 2021 (in dollars per share)	$ 71.236
Fair value of Realty common stock issued to former holders of VEREIT common stock and VEREIT OP common units	$ 11,515,855
Fair value of VEREIT's equity-based compensation awards attributable to pre-combination services	44,020
Total non-cash consideration	11,559,875
Cash paid for fractional shares	110
VEREIT indebtedness paid off in connection with the merger	500,414
Consideration transferred	$ 12,060,399
VEREIT
Fair value of the consideration transferred on the date of the acquisition
Common stock, outstanding (in shares)	229,152,001
VEREIT OP
Fair value of the consideration transferred on the date of the acquisition
Common units outstanding (in units)	152,034
Realty Income
Fair value of the consideration transferred on the date of the acquisition
Share price (in dollars per share)	$ 71.00
Dividend adjustment on share price (in dollars per share)	$ 0.236

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Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture - Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		12 Months Ended
	Nov. 01, 2021	Dec. 31, 2021	Dec. 31, 2020
ASSETS
Goodwill		$ 3,676,705	$ 14,180
LIABILITIES
Weighted average amortization period for acquired lease intangible assets		12 years 9 months 18 days	15 years 9 months 18 days
Weighted average amortization period for acquired lease intangible liabilities		15 years 10 months 24 days	16 years 8 months 12 days
VEREIT
ASSETS
Land	$ 3,037,751
Buildings	8,685,049
Total real estate held for investment	11,722,800
Cash and cash equivalents	128,411
Accounts receivable	53,355
Lease intangible assets	3,227,381
Goodwill	3,662,848
Investment in unconsolidated entities	194,876
Other assets	318,776
Total assets acquired	19,308,447
LIABILITIES
Accounts payable and accrued expenses	139,836
Lease intangible liabilities	953,730
Other liabilities	337,052
Total liabilities assumed	7,246,696
Net assets acquired, at fair value	12,061,751
Noncontrolling interests	1,352
Total purchase price	$ 12,060,399
Weighted average amortization period for acquired lease intangible assets	9 years 3 months 18 days
Weighted average amortization period for acquired lease intangible liabilities	26 years 1 month 6 days
VEREIT | Mortgages payable
LIABILITIES
Debt payable	$ 869,113
VEREIT | Notes payable
LIABILITIES
Debt payable	$ 4,946,965

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Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture - Pro Forma Information (Details) - VEREIT - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Pro Forma Information
Total revenues	$ 3,082.9	$ 2,828.0
Net income	$ 762.9	$ 317.2
Basic earnings per share (in dollars per share)	$ 1.39	$ 0.62
Diluted earnings per share (in dollars per share)	$ 1.39	$ 0.62

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Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture - Orion Divestiture Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 12, 2021 USD ($) real_estate_asset $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Divestiture [Line Items]
Fair market value of shares related to tax distribution upon divestiture of Orion shares (in dollars per share) | $ / shares	$ 20.6272
Merger and integration-related costs		$ 167,413	$ 0	$ 0
Reduction to additional paid in capital		1,142,121
Orion
Divestiture [Line Items]
Shares of newly formed subsidiary to be received for 10 shares of Company stock | shares	1
Orion | Divestiture
Divestiture [Line Items]
Number of office real estate assets contributed | real_estate_asset	92
Number of office real estate assets contributed through consolidated real estate venture | real_estate_asset	1
Number of office real estate assets contributed through unconsolidated real estate venture | real_estate_asset	5
Merger and integration-related costs		6,000
Dividends received	$ 425,000
Reimbursements received for early redemption of mortgage loans underlying contributed assets	170,200
Derecognition of net assets	1,740,000
Proceeds from divestiture	595,200
Common stock and paid in capital
Divestiture [Line Items]
Reduction to additional paid in capital	$ 1,140,000	$ 1,140,769

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Supplemental Detail for Certain Components of Consolidated Balance Sheets - Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounts receivable
Straight-line rent receivables, net	$ 231,943	$ 174,074
Client receivables, net	194,825	111,627
Accounts receivable, net	$ 426,768	$ 285,701

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Supplemental Detail for Certain Components of Consolidated Balance Sheets - Lease Intangible Assets, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Lease intangible assets, net
Total acquired lease intangible assets, net	$ 5,275,304	$ 1,710,655
In-place leases
Lease intangible assets, net
Lease intangible assets, gross	4,791,846	1,840,704
Accumulated amortization of lease intangible assets	(804,050)	(744,375)
Total acquired lease intangible assets, net	3,987,796
Above-market leases
Lease intangible assets, net
Lease intangible assets, gross	1,591,382	866,567
Accumulated amortization of lease intangible assets	$ (303,874)	$ (252,241)

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Supplemental Detail for Certain Components of Consolidated Balance Sheets - Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Other assets, net
Right of use asset - operating leases, net	$ 631,515	$ 112,049
Financing receivables	323,921	131,291
Right of use asset - financing leases	218,332	118,585
Restricted escrow deposits	68,541	21,220
Derivative assets and receivables – at fair value	29,593	10
Non-refundable escrow deposits	28,560	1,000
Prepaid expenses	18,062	11,795
Corporate assets, net	10,915	8,598
Investment in sales type leases	7,492	0
Impounds related to mortgages payable	5,249	4,983
Note receivable	4,455	0
Credit facility origination costs, net	4,352	7,705
Other items	18,592	2,881
Total other assets, net	$ 1,369,579	$ 420,117
Right-of-use asset, operating leases, balance sheet line item	Total other assets, net	Total other assets, net
Right-of-use asset, financing leases, balance sheet line item	Total other assets, net	Total other assets, net

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Supplemental Detail for Certain Components of Consolidated Balance Sheets - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounts payable and accrued expenses
Derivative liabilities and payables – at fair value	$ 70,617	$ 73,356
Property taxes payable	36,173	23,413
Accrued property expenses	27,344	5,401
Accrued costs on properties under development	19,665	12,685
Accrued income taxes	19,152	8,077
Value-added tax payable	11,297	5,182
Merger and integration-related costs	10,699	0
Other items	44,080	28,959
Total accounts payable and accrued expenses	351,128	241,336
Senior notes
Accounts payable and accrued expenses
Interest payable	108,227	83,219
Mortgages, term loans, credit line
Accounts payable and accrued expenses
Interest payable	$ 3,874	$ 1,044

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Supplemental Detail for Certain Components of Consolidated Balance Sheets - Lease Intangible Liabilities, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Lease intangible liabilities, net
Below-market leases	$ 1,460,701	$ 460,895
Accumulated amortization of below-market leases	(152,480)	(139,697)
Total lease intangible liabilities, net	$ 1,308,221	$ 321,198

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Supplemental Detail for Certain Components of Consolidated Balance Sheets - Other Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Other liabilities
Lease liability - operating leases, net	$ 461,748	$ 114,559
Rent received in advance and other deferred revenue	242,122	130,231
Lease liability - financing leases	43,987	6,256
Security deposits	11,340	5,817
Total other liabilities	$ 759,197	$ 256,863
Lease liability, operating leases, balance sheet line item	Total other liabilities	Total other liabilities
Lease liability, financing leases, balance sheet line item	Total other liabilities	Total other liabilities

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Investments in Real Estate - Acquisitions (Details) $ in Thousands, £ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) ft² state property	Dec. 31, 2021 GBP (£) ft² state property	Dec. 31, 2020 USD ($) ft² property state	Dec. 31, 2020 GBP (£) ft² property state
Real Estate [Line Items]
Number of properties | property	911	911	244	244
Leasable square feet (sq ft) | ft²	26,605,356	26,605,356	9,197,360	9,197,360
Value of properties acquired during the period | $	$ 6,410,760		$ 2,307,281
Weighted average lease term (years)	13 years 2 months 12 days	13 years 2 months 12 days	13 years 2 months 12 days	13 years 2 months 12 days
Initial weighted average cash lease yield (percent)	5.50%	5.50%	5.90%	5.90%
U.K.
Real Estate [Line Items]
Value of properties acquired during the period | £				£ 707.8
New properties
Real Estate [Line Items]
Number of properties, new | property	843	843	226	226
Leasable square feet (sq ft) | ft²	23,923,680	23,923,680	7,596,265	7,596,265
Value of properties acquired during the period | $	$ 6,167,482		$ 2,223,154
Weighted average lease term (years)	13 years 1 month 6 days	13 years 1 month 6 days	13 years 2 months 12 days	13 years 2 months 12 days
Initial weighted average cash lease yield (percent)	5.50%	5.50%	5.90%	5.90%
New properties | U.S.
Real Estate [Line Items]
Number of properties, new | property	714	714	202	202
Leasable square feet (sq ft) | ft²	14,727,335	14,727,335	5,476,009	5,476,009
Value of properties acquired during the period | $	$ 3,608,573		$ 1,302,220
Weighted average lease term (years)	14 years 1 month 6 days	14 years 1 month 6 days	14 years 10 months 24 days	14 years 10 months 24 days
Initial weighted average cash lease yield (percent)	5.50%	5.50%	5.80%	5.80%
Number of states | state	43	43	30	30
New properties | Europe (UK and Spain)
Real Estate [Line Items]
Number of properties, new | property	129	129
Leasable square feet (sq ft) | ft²	9,196,345	9,196,345
Value of properties acquired during the period | $	$ 2,558,909
Weighted average lease term (years)	11 years 7 months 6 days	11 years 7 months 6 days
Initial weighted average cash lease yield (percent)	5.50%	5.50%
New properties | U.K.
Real Estate [Line Items]
Number of properties, new | property			24	24
Leasable square feet (sq ft) | ft²			2,120,256	2,120,256
Value of properties acquired during the period | $			$ 920,934
Weighted average lease term (years)			10 years 9 months 18 days	10 years 9 months 18 days
Initial weighted average cash lease yield (percent)			6.10%	6.10%
Properties under development
Real Estate [Line Items]
Number of properties, under development | property	68	68
Leasable square feet (sq ft) | ft²	2,681,676	2,681,676
Value of properties acquired during the period | $	$ 243,278
Weighted average lease term (years)	15 years 8 months 12 days	15 years 8 months 12 days
Initial weighted average cash lease yield (percent)	6.00%	6.00%
Properties under development | U.S.
Real Estate [Line Items]
Number of properties, under development | property			18	18
Leasable square feet (sq ft) | ft²			1,601,095	1,601,095
Value of properties acquired during the period | $			$ 84,127
Weighted average lease term (years)			15 years 3 months 18 days	15 years 3 months 18 days
Initial weighted average cash lease yield (percent)			5.60%	5.60%
Properties under development | U.K.
Real Estate [Line Items]
Value of properties acquired during the period | £		£ 7.0

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Investments in Real Estate - Acquisitions Footnotes (Details) $ in Thousands, £ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) property	Dec. 31, 2021 GBP (£) property	Dec. 31, 2020 USD ($)	Dec. 31, 2020 GBP (£)
Real Estate [Line Items]
Settlement credits as reimbursement for acquired rent free period	$ 8,500
Number of properties related to settlement credits | property	41	41
Investment	$ 6,410,760		$ 2,307,281
Rental revenue generated from acquisitions from investment grade clients (percent)	40.00%	40.00%	61.00%	61.00%
Properties under development
Real Estate [Line Items]
Number of properties, under development | property	68	68
Investment	$ 243,278
Retail
Real Estate [Line Items]
Property type acquired based on rental revenue (percent)	83.60%	83.60%	86.60%	86.60%
Industrial
Real Estate [Line Items]
Property type acquired based on rental revenue (percent)	16.40%	16.40%	13.40%	13.40%
U.K.
Real Estate [Line Items]
Investment | £				£ 707.8
U.K. | Properties under development
Real Estate [Line Items]
Investment | £		£ 7.0

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Investments in Real Estate - Acquisitions Allocation (Details) £ in Thousands, $ in Thousands, € in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 GBP (£)	Dec. 31, 2021 EUR (€)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 GBP (£)
Real Estate Properties Acquired [Abstract]
Weighted average amortization period for acquired lease intangible assets	12 years 9 months 18 days	12 years 9 months 18 days	12 years 9 months 18 days	15 years 9 months 18 days	15 years 9 months 18 days
Weighted average amortization period for acquired lease intangible liabilities	15 years 10 months 24 days	15 years 10 months 24 days	15 years 10 months 24 days	16 years 8 months 12 days	16 years 8 months 12 days
Real Estate Investment | U.S.
Real Estate Properties Acquired [Abstract]
Land	$ 1,059,300			$ 338,400
Buildings and improvements	1,795,800			760,000
Lease intangible assets	579,800			206,600
Other assets	503,700			52,600
Lease intangible liabilities	(92,200)			(9,300)
Other liabilities	(130,600)			(900)
Net	3,715,800			1,347,400
Allocated to other assets, financing receivables with above-market terms	161,500			51,900
Allocated to other assets, finance lease right-of-use assets	76,700
Allocated to other assets, investments in sales-type leases	5,800
Allocated to other assets, right-of-use assets under ground leases accounted for as operating leases	259,700			$ 689
Allocated to other liabilities, deferred rent on below-market leases	27,100
Allocated to other liabilities, lease liabilities under ground leases accounted for as operating leases	67,400
Allocated to other liabilities, finance lease liabilities	$ 36,100
Real Estate Investment | U.K.
Real Estate Properties Acquired [Abstract]
Land | £		£ 422,300			£ 253,400
Buildings and improvements | £		904,300			259,100
Lease intangible assets | £		249,000			145,300
Other assets | £		40,400			50,600
Lease intangible liabilities | £		(6,800)			(600)
Other liabilities | £		(300)			0
Net | £		1,608,900			707,800
Allocated to land, right of use assets under long-term ground leases | £		5,500			£ 88,800
Allocated to other assets, financing receivables with above-market terms | £		7,200
Allocated to other assets, finance lease right-of-use assets | £		33,200
Allocated to other assets, right-of-use assets under ground leases accounted for as operating leases | £		13
Allocated to other liabilities, lease liabilities under ground leases accounted for as operating leases | £		13
Allocated to other liabilities, mortgage premium | £		£ 288
Real Estate Investment | Spain
Real Estate Properties Acquired [Abstract]
Land | €			€ 108.4
Buildings and improvements | €			168.8
Lease intangible assets | €			37.8
Other assets | €			21.9
Lease intangible liabilities | €			0.0
Other liabilities | €			(16.5)
Net | €			€ 320.4

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Investments in Real Estate - Acquisitions Narrative (Details) - Real Estate Investment - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Investments in real estate properties
Contingent consideration associated with acquisitions	$ 0	$ 0
Revenue generated from acquired properties during the period	136,600,000	54,600,000
Net income generated from acquired properties during the period	$ 25,800,000	$ 19,400,000

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Investments in Real Estate - Investments in Existing Properties Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Investments in real estate properties
Capitalized costs on existing portfolio	$ 19,080	$ 8,708	$ 23,536
Investments in existing properties
Investments in real estate properties
Capitalized costs on existing portfolio	21,900	7,000
Re-leasing costs	6,300	1,800
Recurring capital expenditures	978	198
Nonrecurring building improvements	$ 14,600	$ 5,000

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Investments in Real Estate - Properties with Existing Leases Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) property	Dec. 31, 2020 USD ($) property	Dec. 31, 2019 USD ($)
Real Estate Properties [Line Items]
Investment	$ 6,410,760	$ 2,307,281
Number of properties assumed in merger | property	3,895
Number of properties acquired during the period | property	911	244
Real Estate Investment
Real Estate Properties [Line Items]
Investment	$ 6,410,000	$ 2,310,000
Properties with existing leases | Real Estate Investment
Real Estate Properties [Line Items]
Investment	$ 5,020,000	$ 1,860,000
Number of properties acquired during the period | property	557	127
In-place leases
Real Estate Properties [Line Items]
Depreciation and amortization expense	$ 247,500	$ 134,600	$ 112,000
Above and below market leases
Real Estate Properties [Line Items]
Amortization of above and below market Leases	$ 54,600	$ 30,900	$ 22,100

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Investments in Real Estate - Estimated Impact of Amortization of Lease Intangibles (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Increase to amortization expense
Total acquired lease intangible assets, net	$ 5,275,304	$ 1,710,655
In-place leases
Increase to amortization expense
2022	611,012
2023	524,957
2024	465,087
2025	396,948
2026	353,006
Thereafter	1,636,786
Total acquired lease intangible assets, net	3,987,796
Above and below market leases
Net increase (decrease) to rental revenue
2022	(59,676)
2023	(57,819)
2024	(51,873)
2025	(46,018)
2026	(37,220)
Thereafter	273,319
Totals	$ 20,713

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Investments in Real Estate - Gain on Sales of Real Estate (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) property	Dec. 31, 2020 USD ($) property	Dec. 31, 2019 USD ($) property
Properties sold during the period
Number of properties | property	154	126	93
Net sales proceeds	$ 250,300	$ 262,500	$ 108,900
Gain on sales of real estate	$ 55,798	$ 76,232	$ 29,996

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Investments in Real Estate - Investment in Unconsolidated Entities (Details)	1 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) property	Dec. 31, 2021 USD ($) property	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Nov. 01, 2021 USD ($) property
Investment in unconsolidated entities
Investment in unconsolidated entities	$ 140,967,000	$ 140,967,000	$ 0
Equity in Income		$ 1,106,000	0	$ 0
Industrial Partnerships
Investment in unconsolidated entities
Ownership Percentage	20.00%	20.00%
Number of Properties | property	7	7
Investment in unconsolidated entities	$ 140,967,000	$ 140,967,000
Equity in Income		1,106,000
Carrying amount of investments in excess of underlying equity in net assets	100,300,000	100,300,000
Preferred equity interest assumed in merger
Investment in unconsolidated entities
Number of Properties | property					1
Preferred cumulative return (percent)					9.00%
Initial contribution					$ 22,800,000
Fair value of equity interest	38,100,000
Proceeds related to sale of equity interest	38,300,000
Gain on disposition	200,000
Unconsolidated entities
Investment in unconsolidated entities
Debt	$ 431,800,000	$ 431,800,000	$ 0

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Revolving Credit Facility and Commercial Paper Program (Details)	5 Months Ended	12 Months Ended
	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($) currency mortgage	Dec. 31, 2020 USD ($)	Oct. 31, 2020 USD ($)
Credit facility
Credit facility origination costs	$ 7,705,000	$ 4,352,000	$ 7,705,000
Maximum aggregate capacity of commercial paper program		1,000,000,000
Commercial paper borrowings outstanding	0	901,400,000	0
Revolving Credit Facility | Unsecured debt
Credit facility
Maximum borrowing capacity		$ 3,000,000,000		$ 3,000,000,000
Number of extensions | mortgage		2
Term of extension option		6 months
Number of currencies allowable per facility | currency		14
Credit facility expansion option		$ 1,000,000,000
Commitment fee (as a percent)		0.125%
Credit facility origination costs	7,700,000	$ 4,400,000	7,700,000
Current borrowing capacity		2,350,000,000
Outstanding balance	$ 0	$ 650,000,000	$ 0
Weighted average borrowing rate during the period (as a percent)		0.90%	1.50%
Weighted average interest rate at the end of the period (as a percent)		0.90%
Revolving Credit Facility | Unsecured debt | LIBOR
Credit facility
Basis spread on variable rate (as a percent)		0.775%
All-in drawn variable interest rate (as a percent)		0.90%
Commercial paper
Credit facility
Weighted average borrowing rate during the period (as a percent)	0.30%	0.20%
Commercial paper | Maximum
Credit facility
Debt term		6 months

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Term Loans (Details) - Term loans - USD ($)	1 Months Ended
	Oct. 31, 2018	Dec. 31, 2021	Dec. 31, 2020
Debt
Deferred finance costs		$ 443,000	$ 642,000
$250 million senior unsecured term loan due Mar 2024
Debt
Principal amount	$ 250,000,000	$ 250,000,000
Effective yield (as a percent)	3.89%
$250 million senior unsecured term loan due Mar 2024 | LIBOR
Debt
Basis spread on variable rate (as a percent)	0.85%

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Mortgages Payable - Narrative (Details) $ in Thousands, £ in Millions	1 Months Ended		12 Months Ended
	Oct. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) mortgage	Dec. 31, 2021 GBP (£) mortgage	Dec. 31, 2020 USD ($) mortgage	Dec. 31, 2019 USD ($)
Debt
Principal payments			$ 66,575		$ 108,789	$ 20,723
Loss on extinguishment of debt			97,178		9,819	$ 0
Mortgages payable
Debt
Principal payments			$ 66,600		$ 108,800
Number of mortgages assumed | mortgage			11	11	0
Mortgages assumed			$ 881,100
Early redemption amount	$ 9,600	$ 12,500
Loss on extinguishment of debt	$ 315	$ 4,000
Deferred financing costs			790		$ 973
Unamortized net premiums			28,700
Mortgages payable | Mortgages repaid in full
Debt
Principal payments			$ 63,000		$ 103,400
Number of mortgages repaid in full | mortgage			7	7	9
Mortgages payable | Sterling-denominated mortgage
Debt
Number of mortgages assumed | mortgage			1	1
Mortgages assumed | £				£ 31.0
VEREIT | Mortgages payable
Debt
Number of mortgages assumed | mortgage			10	10
Mortgages assumed			$ 839,100

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Mortgages Payable - Summary of Mortgages Payable (Details) - Mortgages payable $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) mortgage property	Dec. 31, 2020 USD ($) mortgage property
Debt
Number of Properties | property	267	68
Weighted Average Stated Interest Rate (as a percent)	4.80%	4.90%
Weighted Average Effective Interest Rate (as a percent)	3.50%	4.60%
Weighted Average Remaining Years Until Maturity	1 year 9 months 18 days	2 years 10 months 24 days
Remaining Principal Balance	$ 1,114,129	$ 299,631
Unamortized Premium and Deferred Finance Costs Balance, net	27,866	729
Net payable amount	$ 1,141,995	$ 300,360
Number of mortgages | mortgage	22	18
Minimum
Debt
Weighted Average Effective Interest Rate (as a percent)	2.60%	4.00%
Stated interest rate (as a percent)	3.00%	3.80%
Maximum
Debt
Weighted Average Effective Interest Rate (as a percent)	6.00%	5.50%
Stated interest rate (as a percent)	6.90%	6.90%

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Mortgages Payable - Maturities (Details) - Mortgages payable - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Maturity of mortgages payable
2022	$ 271,100
2023	62,100
2024	733,000
2025	42,000
2026	1,200
Thereafter	4,700
Totals	$ 1,114,129	$ 299,631

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Notes Payable - General (Details) - Notes and bonds payable		1 Months Ended
	Nov. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Nov. 30, 2021 USD ($)	Jan. 31, 2021 USD ($)	Dec. 31, 2021 GBP (£)	Nov. 01, 2021 USD ($)	Jul. 31, 2021 GBP (£)	Dec. 31, 2020 USD ($)	Oct. 31, 2020 GBP (£)	Jul. 31, 2020 USD ($)	May 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jun. 30, 2019 USD ($)	May 31, 2019 GBP (£)
Debt
Total principal amount		$ 12,257,000,000						$ 8,303,000,000
Unamortized net premiums and deferred financing costs		243,000,000						(35,000,000)
Net payable amount		12,500,000,000						$ 8,268,000,000
3.250% notes, $450 issued in October 2012 and $500 issued in December 2017, both due in October 2022 (1)
Debt
Interest rate (as a percent)				3.25%				3.25%
Principal amount								$ 950,000,000
Total principal amount		$ 0						950,000,000
Early redemption of notes				$ 950,000,000
3.250% notes, issued in October 2012 and due in October 2022
Debt
Principal amount								450,000,000
3.250% notes, issued in December 2017 and due in October 2022
Debt
Principal amount								$ 500,000,000
4.650% notes, issued in July 2013 and due in August 2023 (2)
Debt
Interest rate (as a percent)		4.65%			4.65%			4.65%
Principal amount								$ 750,000,000
Total principal amount		$ 0						750,000,000
Early redemption of notes		$ 750,000,000.0
4.600% notes, $500 issued February 2014, of which $485 was exchanged in November 2021, both due in February 2024 (3)
Debt
Interest rate (as a percent)	4.60%	4.60%	4.60%		4.60%
Principal amount		$ 500,000,000
Amount exchanged	$ 485,000,000		$ 485,000,000
Total principal amount		$ 500,000,000						0
3.875% notes, issued in June 2014 and due in July 2024
Debt
Interest rate (as a percent)		3.875%			3.875%
Principal amount		$ 350,000,000
Total principal amount		$ 350,000,000						350,000,000
3.875% notes, issued in April 2018 and due in April 2025
Debt
Interest rate (as a percent)		3.875%			3.875%
Principal amount		$ 500,000,000
Total principal amount		$ 500,000,000						500,000,000
4.625% notes, $550 issued October 2018, of which $544 was exchanged in November 2021, both due in November 2025 (3)
Debt
Interest rate (as a percent)	4.625%	4.625%	4.625%		4.625%
Principal amount		$ 550,000,000
Amount exchanged	$ 544,000,000		$ 544,000,000
Total principal amount		$ 550,000,000						$ 0
0.750% notes, issued December 2020 and due in March 2026
Debt
Interest rate (as a percent)		0.75%			0.75%			0.75%
Principal amount		$ 325,000,000						$ 325,000,000
Total principal amount		$ 325,000,000						325,000,000
4.875% notes, $600 issued June 2016, of which $596 was exchanged in November 2021, both due in June 2026 (3)
Debt
Interest rate (as a percent)	4.875%	4.875%	4.875%		4.875%
Principal amount		$ 600,000,000
Amount exchanged	$ 596,000,000		$ 596,000,000
Total principal amount		$ 600,000,000						0
4.125% notes, $250 issued in September 2014 and $400 issued in March 2017, both due in October 2026
Debt
Interest rate (as a percent)		4.125%			4.125%
Principal amount		$ 650,000,000
Total principal amount		650,000,000						650,000,000
4.125% notes, issued in September 2014 and due in October 2026
Debt
Principal amount		250,000,000
4.125% notes, issued in March 2017 and due in October 2026
Debt
Principal amount		$ 400,000,000
3.000% notes, issued in October 2016 and due in January 2027
Debt
Interest rate (as a percent)		3.00%			3.00%
Principal amount		$ 600,000,000
Total principal amount		$ 600,000,000						600,000,000
1.125% notes, issued in July 2021 and due in July 2027
Debt
Interest rate (as a percent)		1.125%			1.125%		1.125%
Principal amount | £					£ 400,000,000		£ 400,000,000
Total principal amount		$ 541,000,000						0
3.950% notes, $600 issued August 2017, of which $594 was exchanged in November 2021, both due in August 2027 (3)
Debt
Interest rate (as a percent)	3.95%	3.95%	3.95%		3.95%
Principal amount		$ 600,000,000
Amount exchanged	$ 594,000,000		$ 594,000,000
Total principal amount		$ 600,000,000						0
3.650% notes, issued in December 2017 and due in January 2028
Debt
Interest rate (as a percent)		3.65%			3.65%
Principal amount		$ 550,000,000
Total principal amount		$ 550,000,000						550,000,000
3.400% notes, $600 issued June 2020, of which $598 was exchanged in November 2021, both due in January 2028 (3)
Debt
Interest rate (as a percent)	3.40%	3.40%	3.40%		3.40%
Principal amount		$ 600,000,000
Amount exchanged	$ 598,000,000		$ 598,000,000
Total principal amount		$ 600,000,000						0
2.200% notes, $500 issued November 2020, of which $497 was exchanged in November 2021, both due in June 2028 (3)
Debt
Interest rate (as a percent)	2.20%	2.20%	2.20%		2.20%
Principal amount		$ 500,000,000
Amount exchanged	$ 497,000,000		$ 497,000,000
Total principal amount		$ 500,000,000						0
3.250% notes, issued in June 2019 and due in June 2029
Debt
Interest rate (as a percent)		3.25%			3.25%								3.25%
Principal amount		$ 500,000,000											$ 500,000,000
Total principal amount		$ 500,000,000						500,000,000
3.100% notes, $600 issued December 2019, of which $596 was exchanged in November 2021, both due in December 2029 (3) (4)
Debt
Interest rate (as a percent)	3.10%	3.10%	3.10%		3.10%
Principal amount		$ 599,000,000				$ 599,000,000						$ 600,000,000
Amount exchanged	$ 596,000,000		$ 596,000,000
Total principal amount		$ 599,000,000						0
Early participation premium per $1000 of principal						$ 30
1.625% notes, issued in October 2020 and due December 2030
Debt
Interest rate (as a percent)		1.625%			1.625%				1.625%
Principal amount | £					£ 400,000,000				£ 400,000,000
Total principal amount		$ 541,000,000						547,000,000
3.250% notes, $600 issued in May 2020 and $350 issued in July 2020, both due in January 2031
Debt
Interest rate (as a percent)		3.25%			3.25%
Principal amount		$ 950,000,000
Total principal amount		950,000,000						950,000,000
3.250% notes, issued in May 2020 and due in January 2031
Debt
Interest rate (as a percent)											3.25%
Principal amount		600,000,000									$ 600,000,000
3.250% notes, issued in July 2020 and due in January 2031
Debt
Interest rate (as a percent)										3.25%
Principal amount		$ 350,000,000								$ 350,000,000
2.850% notes, $700 issued November 2020, of which $699 was exchanged in November 2021, both due in December 2032 (3)
Debt
Interest rate (as a percent)	2.85%	2.85%	2.85%		2.85%
Principal amount		$ 700,000,000
Amount exchanged	$ 699,000,000		$ 699,000,000
Total principal amount		$ 700,000,000						$ 0
1.800% notes, issued in December 2020 and due in March 2033
Debt
Interest rate (as a percent)		1.80%			1.80%			1.80%
Principal amount		$ 400,000,000						$ 400,000,000
Total principal amount		$ 400,000,000						400,000,000
1.750% notes, issued in July 2021 and due in July 2033
Debt
Interest rate (as a percent)		1.75%			1.75%		1.75%
Principal amount | £					£ 350,000,000		£ 350,000,000
Total principal amount		$ 474,000,000						0
2.730% notes, issued in May 2019 and due in May 2034
Debt
Interest rate (as a percent)		2.73%			2.73%									2.73%
Principal amount | £					£ 315,000,000									£ 315,000,000
Total principal amount		$ 427,000,000						431,000,000
5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035
Debt
Interest rate (as a percent)		5.875%			5.875%
Principal amount		$ 250,000,000
Total principal amount		250,000,000						250,000,000
5.875% bonds, issued in March 2005 and due in March 2035
Debt
Principal amount		100,000,000
5.875% bonds, issued in June 2011 and due in March 2035
Debt
Principal amount		$ 150,000,000
4.650% notes, $300 issued in March 2017 and $250 issued in December 2017, both due in March 2047
Debt
Interest rate (as a percent)		4.65%			4.65%
Principal amount		$ 550,000,000
Total principal amount		550,000,000						$ 550,000,000
4.650% notes, issued in March 2017 and due in March 2047
Debt
Principal amount		300,000,000
4.650% notes, issued in December 2017 and due in March 2047
Debt
Principal amount		$ 250,000,000

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Notes Payable - General Narrative (Details) - Notes payable $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jan. 31, 2022 GBP (£)	Dec. 31, 2021 GBP (£)	Jul. 31, 2021 GBP (£)	Oct. 31, 2020 GBP (£)
Debt
Unamortized net premiums | $	$ 295.5	$ 14.6
Deferred financing costs | $	$ 53.1	49.2
Weighted average interest rate (as a percent)	3.30%				3.30%
Weighted average remaining years until maturity	7 years 8 months 12 days
Interest incurred on notes and bonds | $	$ 286.4	$ 252.0	$ 233.5
1.875% Notes due 2027 | Subsequent event
Debt
Principal amount				£ 250,000,000
Interest rate (as a percent)				1.875%
2.500% Notes due 2042 | Subsequent event
Debt
Principal amount				£ 250,000,000
Interest rate (as a percent)				2.50%
1.625% Notes due 2030
Debt
Principal amount					£ 400,000,000		£ 400,000,000
Interest rate (as a percent)	1.625%				1.625%		1.625%
1.125% Notes due 2027
Debt
Principal amount					£ 400,000,000	£ 400,000,000
Interest rate (as a percent)	1.125%				1.125%	1.125%
1.750% Notes due 2033
Debt
Principal amount					£ 350,000,000	£ 350,000,000
Interest rate (as a percent)	1.75%				1.75%	1.75%
Maximum
Debt
Debt to total adjusted assets ratio (as a percent)	60.00%
Secured debt to total adjusted assets ratio (as a percent)	40.00%
Minimum
Debt
Debt service coverage ratio	1.5
Total unencumbered assets as a percentage of outstanding unsecured debt	150.00%

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Notes Payable - Maturities (Details) - Notes and bonds payable - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Maturity of notes and bonds payable
2024	$ 850
2025	1,050
2026	1,575
Thereafter	8,782
Totals	$ 12,257	$ 8,303

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Notes Payable - Note Repayments (Details) - USD ($) $ in Thousands	1 Months Ended			12 Months Ended
	Dec. 31, 2021	Jan. 31, 2021	Jan. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt
Loss on extinguishment of debt				$ 97,178	$ 9,819	$ 0
Notes payable | 4.650% Notes due 2023
Debt
Interest rate (as a percent)	4.65%			4.65%	4.65%
Early redemption of notes	$ 750,000
Loss on extinguishment of debt	$ 46,400
Notes payable | 3.250% Notes due 2022
Debt
Interest rate (as a percent)		3.25%			3.25%
Early redemption of notes		$ 950,000
Loss on extinguishment of debt		$ 46,500
Notes payable | 5.750% Notes due 2021
Debt
Interest rate (as a percent)			5.75%
Early redemption of notes			$ 250,000
Loss on extinguishment of debt			$ 9,800

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Notes Payable - Note Issuances (Details) - Notes payable			1 Months Ended
	Nov. 30, 2021 USD ($)	Nov. 09, 2021 USD ($)	Nov. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 GBP (£)	Nov. 01, 2021 USD ($)	Jul. 31, 2021 GBP (£)	Dec. 31, 2020 USD ($)	Oct. 31, 2020 GBP (£)	Jul. 31, 2020 USD ($)	May 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jun. 30, 2019 USD ($)	May 31, 2019 GBP (£)
1.125% notes, issued in July 2021 and due in July 2027
Debt
Interest rate (as a percent)				1.125%	1.125%		1.125%
Principal amount | £					£ 400,000,000		£ 400,000,000
Price of par value (as a percent)							99.31%
Effective yield (as a percent)							1.24%
1.750% notes, issued in July 2021 and due in July 2033
Debt
Interest rate (as a percent)				1.75%	1.75%		1.75%
Principal amount | £					£ 350,000,000		£ 350,000,000
Price of par value (as a percent)							99.84%
Effective yield (as a percent)							1.76%
4.600% notes, $500 issued February 2014, of which $485 was exchanged in November 2021, both due in February 2024 (3)
Debt
Interest rate (as a percent)	4.60%		4.60%	4.60%	4.60%
Principal amount				$ 500,000,000
Principal amounts used	$ 485,000,000		$ 485,000,000
Price of par value (as a percent)	100.00%		100.00%
Effective yield (as a percent)	4.60%		4.60%
4.625% notes, $550 issued October 2018, of which $544 was exchanged in November 2021, both due in November 2025 (3)
Debt
Interest rate (as a percent)	4.625%		4.625%	4.625%	4.625%
Principal amount				$ 550,000,000
Principal amounts used	$ 544,000,000		$ 544,000,000
Price of par value (as a percent)	100.00%		100.00%
Effective yield (as a percent)	4.63%		4.63%
4.875% notes, $600 issued June 2016, of which $596 was exchanged in November 2021, both due in June 2026 (3)
Debt
Interest rate (as a percent)	4.875%		4.875%	4.875%	4.875%
Principal amount				$ 600,000,000
Principal amounts used	$ 596,000,000		$ 596,000,000
Price of par value (as a percent)	100.00%		100.00%
Effective yield (as a percent)	4.88%		4.88%
3.950% notes, $600 issued August 2017, of which $594 was exchanged in November 2021, both due in August 2027 (3)
Debt
Interest rate (as a percent)	3.95%		3.95%	3.95%	3.95%
Principal amount				$ 600,000,000
Principal amounts used	$ 594,000,000		$ 594,000,000
Price of par value (as a percent)	100.00%		100.00%
Effective yield (as a percent)	3.95%		3.95%
3.400% notes, $600 issued June 2020, of which $598 was exchanged in November 2021, both due in January 2028 (3)
Debt
Interest rate (as a percent)	3.40%		3.40%	3.40%	3.40%
Principal amount				$ 600,000,000
Principal amounts used	$ 598,000,000		$ 598,000,000
Price of par value (as a percent)	100.00%		100.00%
Effective yield (as a percent)	3.40%		3.40%
2.200% notes, $500 issued November 2020, of which $497 was exchanged in November 2021, both due in June 2028 (3)
Debt
Interest rate (as a percent)	2.20%		2.20%	2.20%	2.20%
Principal amount				$ 500,000,000
Principal amounts used	$ 497,000,000		$ 497,000,000
Price of par value (as a percent)	100.00%		100.00%
Effective yield (as a percent)	2.20%		2.20%
3.100% notes, $600 issued December 2019, of which $596 was exchanged in November 2021, both due in December 2029 (3) (4)
Debt
Interest rate (as a percent)	3.10%		3.10%	3.10%	3.10%
Principal amount				$ 599,000,000		$ 599,000,000						$ 600,000,000
Principal amounts used	$ 596,000,000		$ 596,000,000
Price of par value (as a percent)	100.00%		100.00%
Effective yield (as a percent)	3.10%		3.10%
2.850% notes, $700 issued November 2020, of which $699 was exchanged in November 2021, both due in December 2032 (3)
Debt
Interest rate (as a percent)	2.85%		2.85%	2.85%	2.85%
Principal amount				$ 700,000,000
Principal amounts used	$ 699,000,000		$ 699,000,000
Price of par value (as a percent)	100.00%		100.00%
Effective yield (as a percent)	2.85%		2.85%
3.250% notes, issued in May 2020 and due in January 2031
Debt
Interest rate (as a percent)											3.25%
Principal amount				600,000,000							$ 600,000,000
Price of par value (as a percent)											98.99%
Effective yield (as a percent)											3.36%
3.250% notes, issued in July 2020 and due in January 2031
Debt
Interest rate (as a percent)										3.25%
Principal amount				$ 350,000,000						$ 350,000,000
Price of par value (as a percent)										108.24%
Effective yield (as a percent)										2.34%
1.625% notes, issued in October 2020 and due December 2030
Debt
Interest rate (as a percent)				1.625%	1.625%				1.625%
Principal amount | £					£ 400,000,000				£ 400,000,000
Price of par value (as a percent)									99.19%
Effective yield (as a percent)									1.71%
0.750% notes, issued December 2020 and due in March 2026
Debt
Interest rate (as a percent)				0.75%	0.75%			0.75%
Principal amount				$ 325,000,000				$ 325,000,000
Price of par value (as a percent)								99.19%
Effective yield (as a percent)								0.91%
1.800% notes, issued in December 2020 and due in March 2033
Debt
Interest rate (as a percent)				1.80%	1.80%			1.80%
Principal amount				$ 400,000,000				$ 400,000,000
Price of par value (as a percent)								98.47%
Effective yield (as a percent)								1.94%
2.730% notes, issued in May 2019 and due in May 2034
Debt
Interest rate (as a percent)				2.73%	2.73%									2.73%
Principal amount | £					£ 315,000,000									£ 315,000,000
Price of par value (as a percent)														100.00%
Effective yield (as a percent)														2.73%
3.250% notes, issued in June 2019 and due in June 2029
Debt
Interest rate (as a percent)				3.25%	3.25%								3.25%
Principal amount				$ 500,000,000									$ 500,000,000
Price of par value (as a percent)													99.36%
Effective yield (as a percent)													3.33%
Debt exchange notes
Debt
Price of par value (as a percent)		100.00%
Percentage of original VEREIT OP Notes exchanged		99.20%
Principal issued on exchanged notes		$ 1,000
Principal of original notes exchanged		$ 1,000

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Notes Payable - Note Issuances Narrative (Details)	1 Months Ended
	Jul. 31, 2021 USD ($)	Jan. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Oct. 31, 2020 USD ($)	Jul. 31, 2020 USD ($)	May 31, 2020 USD ($)	Jun. 30, 2019 USD ($)	May 31, 2019 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 GBP (£)	Jul. 31, 2021 GBP (£)	Oct. 31, 2020 GBP (£)	May 31, 2019 GBP (£)
Unsecured debt | Credit Facility
Debt
Maximum borrowing capacity				$ 3,000,000,000					$ 3,000,000,000
1.125% Notes due 2027 | Notes payable
Debt
Interest rate (as a percent)									1.125%	1.125%	1.125%
Principal amount | £										£ 400,000,000	£ 400,000,000
Proceeds from issuance of debt	$ 546,300,000
1.750% Notes due 2033 | Notes payable
Debt
Interest rate (as a percent)									1.75%	1.75%	1.75%
Principal amount | £										£ 350,000,000	£ 350,000,000
Proceeds from issuance of debt	$ 480,600,000
1.800% Notes due 2033 | Notes payable
Debt
Interest rate (as a percent)			1.80%						1.80%	1.80%
Principal amount			$ 400,000,000						$ 400,000,000
Proceeds from issuance of debt			$ 391,300,000
0.750% Notes due 2026 | Notes payable
Debt
Interest rate (as a percent)			0.75%						0.75%	0.75%
Principal amount			$ 325,000,000						$ 325,000,000
Proceeds from issuance of debt			$ 320,300,000
3.250% Notes due 2022 | Notes payable
Debt
Interest rate (as a percent)		3.25%	3.25%
Principal amount			$ 950,000,000
Early redemption of notes		$ 950,000,000
1.625% Notes due 2030 | Notes payable
Debt
Interest rate (as a percent)				1.625%					1.625%	1.625%		1.625%
Principal amount | £										£ 400,000,000		£ 400,000,000
Proceeds from issuance of debt				$ 508,200,000
3.250% Notes, issued July 2020, due 2031 | Notes payable
Debt
Interest rate (as a percent)					3.25%
Principal amount					$ 350,000,000				$ 350,000,000
Proceeds from issuance of debt					$ 376,600,000
3.250% Notes, issued May 2020, due 2031 | Notes payable
Debt
Interest rate (as a percent)						3.25%
Principal amount						$ 600,000,000			$ 600,000,000
Proceeds from issuance of debt						$ 590,000,000
2.730% Notes due 2034 | Notes payable
Debt
Interest rate (as a percent)									2.73%	2.73%			2.73%
Principal amount | £										£ 315,000,000			£ 315,000,000
Proceeds from issuance of debt								$ 400,900,000
3.250% Notes due 2029 | Notes payable
Debt
Interest rate (as a percent)							3.25%		3.25%	3.25%
Principal amount							$ 500,000,000		$ 500,000,000
Proceeds from issuance of debt							$ 493,500,000

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Notes Payable - Exchange Offers Associated with VEREIT Merger (Details) - Notes	Nov. 01, 2021 USD ($)
Debt
Early participation premium per $1000 of principal	$ 30
4.600% Notes due 2024 | VEREIT
Debt
Tenders and Consents Received as of the Expiration Date	$ 485,000,000
Percentage of Total Outstanding Principal Amount of Such Series of VEREIT Notes	97.06%
4.625% Notes due 2025 | VEREIT
Debt
Tenders and Consents Received as of the Expiration Date	$ 544,000,000
Percentage of Total Outstanding Principal Amount of Such Series of VEREIT Notes	98.95%
4.875% Notes due 2026 | VEREIT
Debt
Tenders and Consents Received as of the Expiration Date	$ 596,000,000
Percentage of Total Outstanding Principal Amount of Such Series of VEREIT Notes	99.29%
3.950% Notes due 2027 | VEREIT
Debt
Tenders and Consents Received as of the Expiration Date	$ 594,000,000
Percentage of Total Outstanding Principal Amount of Such Series of VEREIT Notes	99.02%
3.400% Notes due January 2028 | VEREIT
Debt
Tenders and Consents Received as of the Expiration Date	$ 598,000,000
Percentage of Total Outstanding Principal Amount of Such Series of VEREIT Notes	99.66%
2.200% Notes due June 2028 | VEREIT
Debt
Tenders and Consents Received as of the Expiration Date	$ 497,000,000
Percentage of Total Outstanding Principal Amount of Such Series of VEREIT Notes	99.42%
3.100% Notes due 2029 | VEREIT
Debt
Tenders and Consents Received as of the Expiration Date	$ 597,000,000
Percentage of Total Outstanding Principal Amount of Such Series of VEREIT Notes	99.48%
2.850% Notes due 2032 | VEREIT
Debt
Tenders and Consents Received as of the Expiration Date	$ 700,000,000
Percentage of Total Outstanding Principal Amount of Such Series of VEREIT Notes	99.93%

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Notes Payable - Exchange Offers Associated with VEREIT Merger Narrative (Details) - Notes $ in Millions	Nov. 01, 2021 USD ($)
Debt
Basis points over original principal amount for cash payment	0.10%
Success rate for debt exchange	99.20%
Cash payment to participating noteholders	$ 4.6

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Issuances of Common Stock - Narrative (Details) - USD ($)		1 Months Ended				12 Months Ended
	Nov. 01, 2021	Jul. 31, 2021	Jan. 31, 2021	Mar. 31, 2020	May 31, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Issuance of Common Stock
Proceeds from shares issuances, net		$ 594,100,000	$ 669,600,000			$ 1,263,235,000	$ 728,883,000	$ 845,061,000
Commercial paper program						$ 1,000,000,000
VEREIT | Common stock
Issuance of Common Stock
Shares issued in merger (in shares)	162,000,000
Underwritten Public Offering
Issuance of Common Stock
Underwriting discounts		$ 2,900,000	$ 19,300,000
Underwritten Public Offering | Common stock
Issuance of Common Stock
Shares of common stock issued (in shares)		9,200,000	12,075,000	9,690,500	12,650,000
Proceeds from shares issuances, net				$ 728,900,000	$ 845,400,000
Underwriter Option | Common stock
Issuance of Common Stock
Shares of common stock issued (in shares)		1,200,000	1,575,000	690,500

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Issuances of Common Stock - At-the-Market (ATM) Program (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
At-the-Market (ATM) Programs
Gross proceeds	$ 3,179,490	$ 1,094,938	$ 1,264,518
ATM Program
At-the-Market (ATM) Programs
At-the-Market equity distribution program, authorized shares (in shares)	69,088,433
Shares remaining for future issuance (in shares)	29,387,491
Common stock | ATM Program
At-the-Market (ATM) Programs
Shares of common stock issued (in shares)	46,290,540	17,724,374	17,051,456
Gross proceeds	$ 3,207,900	$ 1,094,900	$ 1,274,500

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Issuances of Common Stock - Dividend Reinvestment and Stock Purchase Plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Dividend Reinvestment and Stock Purchase Plan
Gross proceeds	$ 11,232	$ 9,109	$ 8,437
DRSPP
Dividend Reinvestment and Stock Purchase Plan
Dividend Reinvestment and Stock Purchase Plan, authorized shares (in shares)	26,000,000
Shares remaining for future issuance (in shares)	11,335,379
Common stock | DRSPP
Dividend Reinvestment and Stock Purchase Plan
Shares of common stock issued (in shares)	168,000	149,289	117,522
Gross proceeds	$ 11,200	$ 9,100	$ 8,400
Common stock | DRSPP waiver approval process
Dividend Reinvestment and Stock Purchase Plan
Shares of common stock issued (in shares)	0	0	0

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Noncontrolling Interests - Narrative (Details) $ in Thousands							1 Months Ended			12 Months Ended
	Dec. 30, 2021 USD ($) property shares	Nov. 30, 2021 USD ($) property shares	Nov. 01, 2021 USD ($) shares	Mar. 28, 2019 USD ($) shares	Apr. 30, 2018 shares	Mar. 30, 2018 shares	May 31, 2021 joint_venture	Dec. 31, 2020 joint_venture	Dec. 31, 2019 property	Dec. 31, 2021 USD ($) noncontrolling_interest joint_venture	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Noncontrolling interests
Number of noncontrolling interests consolidated | noncontrolling_interest										4
Number of development joint ventures | joint_venture										2
Number of development joint ventures acquired | joint_venture							1	1
Additions to noncontrolling interest										$ 43,390	$ 3,168	$ 11,370
Number of properties acquired by acquiring a controlling interest | property									9
Conversion ratio										1.02934
Realty Income, L.P. units
Noncontrolling interests
Number of partnership units issued (in units) | shares	240,586	300,604		89,322	131,790	242,007
Number of properties acquired in connection with issuance of partnership units | property	1	7
Additions to noncontrolling interest	$ 16,600	$ 20,400		$ 6,300						$ 38,783	$ 0	$ 6,286
Realty Income, L.P. units | VEREIT
Noncontrolling interests
Number of partnership units issued (in units) | shares			56,400
Additions to noncontrolling interest			$ 1,800
Realty Income, L.P. units
Noncontrolling interests
Third-party partnership ownership interest (as a percent)										4.20%
Ownership interest (as a percent)										95.80%
Joint venture established May 2021
Noncontrolling interests
Ownership interest (as a percent)										72.40%
Joint venture established December 2020
Noncontrolling interests
Ownership interest (as a percent)										94.50%
Joint venture acquired December 2019
Noncontrolling interests
Ownership interest (as a percent)										89.90%

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Noncontrolling Interests - Change in Carrying Value (Details) - USD ($) $ in Thousands							12 Months Ended
	Dec. 30, 2021	Nov. 30, 2021	Nov. 01, 2021	Mar. 28, 2019	Apr. 30, 2018	Mar. 30, 2018	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Change in the carrying value of all noncontrolling interests
Carrying value at beginning of the period							$ 32,247
Reallocation of equity							0	$ 0	$ 0
Additions to noncontrolling interest							43,390	3,168	11,370
Allocation of net income							1,291	1,020	996
Carrying value at end of the period							76,826	32,247
Realty Income, L.P. units
Change in the carrying value of all noncontrolling interests
Additions to noncontrolling interest	$ 16,600	$ 20,400		$ 6,300			$ 38,783	0	6,286
Number of partnership units issued (in units)	240,586	300,604		89,322	131,790	242,007
Number of partnership units outstanding (in units)							1,060,709
Realty Income, L.P. units | VEREIT
Change in the carrying value of all noncontrolling interests
Additions to noncontrolling interest			$ 1,800
Number of partnership units issued (in units)			56,400
Other Noncontrolling Interests
Change in the carrying value of all noncontrolling interests
Additions to noncontrolling interest							$ 0	0	5,084
Noncontrolling interests
Change in the carrying value of all noncontrolling interests
Carrying value at beginning of the period							32,247	29,702
Contributions							43,390
Issued in merger							3,160
Orion divestiture							(1,352)
Reallocation of equity							(42)	(47)	653
Additions to noncontrolling interest							43,390	3,168	11,370
Distributions							(1,868)	(1,596)
Allocation of net income							1,291	1,020
Carrying value at end of the period							76,826	32,247	29,702
Noncontrolling interests | Realty Income, L.P. units
Change in the carrying value of all noncontrolling interests
Carrying value at beginning of the period							24,100	24,596
Contributions							36,975
Issued in merger							3,160
Orion divestiture							(1,352)
Reallocation of equity							(42)	(47)
Additions to noncontrolling interest								0
Distributions							(1,574)	(1,297)
Allocation of net income							1,149	848
Carrying value at end of the period							62,416	24,100	24,596
Noncontrolling interests | Other Noncontrolling Interests
Change in the carrying value of all noncontrolling interests
Carrying value at beginning of the period							8,147	5,106
Contributions							6,415
Issued in merger							0
Orion divestiture							0
Reallocation of equity							0	0
Additions to noncontrolling interest								3,168
Distributions							(294)	(299)
Allocation of net income							142	172
Carrying value at end of the period							$ 14,410	$ 8,147	$ 5,106

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Noncontrolling Interests - Variable Interest Entities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Variable interest entity
Net real estate	$ 31,959,130	$ 17,466,152
Total assets	43,137,502	20,740,285
Total liabilities	18,008,102	9,722,555
Primary beneficiary
Variable interest entity
Net real estate	688,229	635,963
Total assets	795,670	723,668
Total liabilities	$ 57,057	$ 47,962

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Distributions Paid and Payable - Distributions to Common Stockholders (Details) - $ / shares	1 Months Ended																																					12 Months Ended
	Jan. 31, 2022	Dec. 31, 2021	Nov. 30, 2021	Oct. 31, 2021	Sep. 30, 2021	Aug. 31, 2021	Jul. 31, 2021	Jun. 30, 2021	May 31, 2021	Apr. 30, 2021	Mar. 31, 2021	Feb. 28, 2021	Jan. 31, 2021	Dec. 31, 2020	Nov. 30, 2020	Oct. 31, 2020	Sep. 30, 2020	Aug. 31, 2020	Jul. 31, 2020	Jun. 30, 2020	May 31, 2020	Apr. 30, 2020	Mar. 31, 2020	Feb. 29, 2020	Jan. 31, 2020	Dec. 31, 2019	Nov. 30, 2019	Oct. 31, 2019	Sep. 30, 2019	Aug. 31, 2019	Jul. 31, 2019	Jun. 30, 2019	May 31, 2019	Apr. 30, 2019	Mar. 31, 2019	Feb. 28, 2019	Jan. 31, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Distributions Paid and Payable
Distributions paid per common share (in dollars per share)		$ 0.2460	$ 0.2360	$ 0.2360	$ 0.2355	$ 0.2355	$ 0.2355	$ 0.2350	$ 0.2350	$ 0.2350	$ 0.2345	$ 0.2345	$ 0.2345	$ 0.2340	$ 0.2340	$ 0.2340	$ 0.2335	$ 0.2335	$ 0.2335	$ 0.2330	$ 0.2330	$ 0.2330	$ 0.2325	$ 0.2325	$ 0.2275	$ 0.2270	$ 0.2270	$ 0.2270	$ 0.2265	$ 0.2265	$ 0.2265	$ 0.2260	$ 0.2260	$ 0.2260	$ 0.2255	$ 0.2255	$ 0.2210	$ 2.8330	$ 2.7940	$ 2.7105
Distributions payable (in dollars per share)		$ 0.2465												$ 0.2345																								$ 0.2465	$ 0.2345
Subsequent event
Distributions Paid and Payable
Distributions paid per common share (in dollars per share)	$ 0.2465

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Distributions Paid and Payable - Tax Characterization of Distributions Paid (Details) - $ / shares		12 Months Ended
	Nov. 12, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Dividends [Abstract]
Distributions characterized as ordinary income (in dollars per share)		$ 1.5146899	$ 2.2798764	$ 2.1206964
Distributions characterized as nontaxable distributions (in dollars per share)		3.2925615	0.4902835	0.5898036
Distributions characterized as capital gain distributions (in dollars per share)		0.0854609	0.0238401	0
Totals (in dollars per share)		4.8927123	$ 2.7940000	$ 2.7105000
Distributions characterized as capital gain distributions, unrecaptured Section 1250 Gain component (in dollars per share)		$ 0.0649153
Distributions characterized as capital gain distributions, unrecaptured Section 1250 Gain component as percentage of total dividends paid		1.327%
Distributions characterized as capital gain distributions, Section 897 Gain component (in dollars per share)		$ 0.0854609
Distributions characterized as capital gain distributions, Section 897 Gain component as percentage of total dividends paid		1.747%
Tax distribution upon divestiture of Orion shares (in dollars per share)	$ 2.060
Fair market value of shares related to tax distribution upon divestiture of Orion shares (in dollars per share)	$ 20.6272

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Lessor Operating Leases - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) property state	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Lessor, Lease, Description [Line Items]
Number of properties owned	11,136
Number of U.S. states where operating | state	50
Percentage rent received | $	$ 6.5	$ 5.1	$ 8.0
Single-client properties
Lessor, Lease, Description [Line Items]
Number of properties owned	11,043
Single-client properties as percentage of total properties	99.20%
Properties available for lease or sale
Lessor, Lease, Description [Line Items]
Number of properties owned	164

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Lessor Operating Leases - Minimum Future Annual Rental Revenue to be Received (Details) $ in Thousands	Dec. 31, 2021 USD ($) property
Future Minimum Operating Lease Payments
2022	$ 2,900,002
2023	2,824,724
2024	2,683,176
2025	2,533,231
2026	2,362,933
Thereafter	14,918,244
Total	28,222,310
Future Minimum Direct Financing Lease Payments
2022	1,925
2023	1,565
2024	510
2025	169
2026	171
Thereafter	484
Total	$ 4,824
Properties subject to direct financing leases | property	18

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Financial Instruments and Fair Value Measurements - Financial Instruments Not Carried at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Carrying value
Fair value of financial assets and liabilities
Mortgages payable assumed in connection with acquisitions	$ 1,114,100	$ 299,600
Notes and bonds payable	12,257,300	8,302,400
Estimated fair value
Fair value of financial assets and liabilities
Mortgages payable assumed in connection with acquisitions	1,154,700	309,400
Notes and bonds payable	13,114,500	9,324,000
Mortgages payable
Fair value of financial assets and liabilities
Unamortized net premiums	28,700	1,700
Deferred financing costs	790	973
Notes and bonds payable
Fair value of financial assets and liabilities
Unamortized net premiums	295,500	14,600
Deferred financing costs	$ 53,100	$ 49,200

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Financial Instruments and Fair Value Measurements - Items Measured at Fair Value on a Non-Recurring Basis (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) property	Dec. 31, 2020 USD ($) property	Dec. 31, 2019 USD ($) property
Provisions for Impairment
Provisions for impairment	$ 38,967	$ 147,232	$ 40,186
Number of impaired properties held for sale | property	16	1	0
Number of impaired properties held for investment | property	11	34	3
Number of impaired properties sold | property	76	64	48
Value of properties	$ 25,155,178	$ 14,696,712
COVID-19 impacted properties
Provisions for Impairment
Provisions for impairment		$ 105,000
Number of impaired properties held for investment | property		38
COVID-19 impacted properties | Theaters
Provisions for Impairment
Provisions for impairment		$ 83,800
Number of impaired properties held for investment | property		13
Value of properties		$ 39,600	$ 123,400
Other properties
Provisions for Impairment
Provisions for impairment		$ 42,200

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Financial Instruments and Fair Value Measurements - Derivative Designated as Hedging Instruments Narrative (Details)		1 Months Ended
	Dec. 31, 2020 USD ($) derivative	Jul. 31, 2020 USD ($) derivative	Jun. 30, 2020 USD ($) derivative	Dec. 31, 2021 USD ($) derivative	Feb. 29, 2020 USD ($)	Oct. 31, 2018 USD ($)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	$ 1,541,400,000			$ 2,731,900,000
Term loans | Term loan due March 2024
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Principal amount				250,000,000		$ 250,000,000
Notes payable | 0.750% Notes due 2026
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Principal amount	$ 325,000,000			$ 325,000,000
Interest rate (as a percent)	0.75%			0.75%
Notional amount applied to notes payable	$ 100,000,000
Notes payable | 1.800% Notes due 2033
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Principal amount	$ 400,000,000			$ 400,000,000
Interest rate (as a percent)	1.80%			1.80%
Interest rate swaps
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate swap unrealized loss expected to be reclassified within next twelve months				$ 9,400,000
Interest rate swaps | Cash flow hedge
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of derivative instruments | derivative				1
Treasury rate locks | Cash flow hedge
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	$ 500,000,000				$ 500,000,000
Number of instruments terminated | derivative			5
Forward starting swaps | Cash flow hedge
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of derivative instruments | derivative	6		6	6
Notional amount			$ 500,000,000
Redesignated forward starting swaps | Cash flow hedge
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of derivative instruments | derivative	4
Notional amount	$ 350,000,000	$ 350,000,000
Number of instruments being amortized | derivative		4
Other forward starting swaps | Cash flow hedge
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of derivative instruments | derivative	2
Notional amount	$ 150,000,000
Cross-currency swaps
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Cross-currency swap unrealized gains expected to be reclassified within next twelve months				$ 3,300,000

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Financial Instruments and Fair Value Measurements - Gain (Loss) on Derivatives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) recognized on derivatives in other comprehensive income (loss)	$ 50,448	$ (34,926)	$ (9,190)
Gain (loss) reclassified from accumulated other comprehensive income (loss)	(6,802)	(15,051)	(8,908)
Currency swaps
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) recognized on derivatives in other comprehensive income (loss)	8,232	(2,169)	(971)
Gain (loss) reclassified from accumulated other comprehensive income (loss)	3,541	(3,617)	(5,472)
Interest rate swaps
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) recognized on derivatives in other comprehensive income (loss)	34,659	(32,757)	(8,219)
Gain (loss) reclassified from accumulated other comprehensive income (loss)	(10,343)	(11,434)	(3,436)
Foreign currency forwards
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (loss) recognized on derivatives in other comprehensive income (loss)	$ 7,557	$ 0	$ 0

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Financial Instruments and Fair Value Measurements - Derivatives Not Designated as Hedging Instruments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Derivative [Line Items]
Net gain (loss) from derivatives not designated in hedging relationships	$ 9.7	$ (14.5)
Maximum | Foreign currency collars | Not designated as hedging instrument
Derivative [Line Items]
Remaining maturities	5 months
Maximum | Currency exchange swap | Not designated as hedging instrument
Derivative [Line Items]
Remaining maturities	2 months

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Financial Instruments and Fair Value Measurements - Summary of Derivative Financial Instruments (Details) $ in Millions	Dec. 31, 2021 derivative	Dec. 31, 2021 USD ($)	Dec. 31, 2021 mortgage	Dec. 31, 2021	Dec. 31, 2021 Rate	Dec. 31, 2020 USD ($) derivative	Jun. 30, 2020 USD ($) derivative	Feb. 29, 2020 USD ($) derivative
Derivative [Line Items]
Notional Amount		$ 2,731.9				$ 1,541.4
Fair Value - asset (liability)		(41.1)				(81.5)
Designated as hedging instrument | Cash flow hedge
Derivative [Line Items]
Notional Amount		1,092.4				916.4
Fair Value - asset (liability)		(26.4)				(73.3)
Interest rate swaps | Cash flow hedge
Derivative [Line Items]
Number of derivative instruments | derivative	1
Interest rate swaps | Designated as hedging instrument | Cash flow hedge
Derivative [Line Items]
Number of derivative instruments | mortgage			1
Notional Amount		250.0				250.0
Weighted Average Strike Rate				3.04%
Fair Value - asset (liability)		(11.9)				(22.6)
Cross-currency swaps | Designated as hedging instrument | Cash flow hedge
Derivative [Line Items]
Number of derivative instruments | mortgage			4
Notional Amount		166.3				166.4
Fair Value - asset (liability)		(13.8)				(21.4)
GBP cross-currency swaps | Designated as hedging instrument | Cash flow hedge
Derivative [Line Items]
Number of derivative instruments | derivative	4
Notional Amount		166.3
GBP cross-currency swaps | Designated as hedging instrument | Cash flow hedge | Minimum
Derivative [Line Items]
Fixed strike rate				4.82%
GBP cross-currency swaps | Designated as hedging instrument | Cash flow hedge | Maximum
Derivative [Line Items]
Fixed strike rate				10.96%
GBP cross-currency swaps | Designated as hedging instrument | Cash flow hedge | Weighted Average
Derivative [Line Items]
Weighted Average Strike Rate				9.78%
Foreign currency forwards | Designated as hedging instrument | Cash flow hedge
Derivative [Line Items]
Number of derivative instruments | mortgage			32
Notional Amount		176.1				0.0
Fair Value - asset (liability)		7.6				$ 0.0
Weighted average forward exchange rate | Rate					141.00%
Forward-starting swaps | Cash flow hedge
Derivative [Line Items]
Number of derivative instruments | derivative	6					6	6
Notional Amount							$ 500.0
Forward-starting swaps | Designated as hedging instrument | Cash flow hedge
Derivative [Line Items]
Number of derivative instruments | derivative	6
Forward-starting swap, derivative | Designated as hedging instrument | Cash flow hedge
Derivative [Line Items]
Number of derivative instruments	4		4
Notional Amount		300.0				$ 300.0
Weighted Average Strike Rate				1.86%
Fair Value - asset (liability)		(3.2)				(16.5)
Forward-starting swaps, hybrid debt | Designated as hedging instrument | Cash flow hedge
Derivative [Line Items]
Number of derivative instruments	2		2
Notional Amount		200.0				200.0
Weighted Average Strike Rate				1.93%
Fair Value - asset (liability)		(5.1)				(12.8)
Currency exchange swap | Not designated as hedging instrument
Derivative [Line Items]
Number of derivative instruments | mortgage			4
Notional Amount		1,639.5				625.0
Fair Value - asset (liability)		(14.7)				(8.2)
GBP currency exchange swap | Not designated as hedging instrument
Derivative [Line Items]
Number of derivative instruments | derivative	2
Notional Amount		1,360.0
Weighted average forward exchange rate | Rate					134.00%
EUR currency exchange swap | Not designated as hedging instrument
Derivative [Line Items]
Number of derivative instruments | derivative	2
Notional Amount		$ 275.9
Weighted average forward exchange rate | Rate					116.00%
Treasury rate locks | Cash flow hedge
Derivative [Line Items]
Notional Amount						$ 500.0		$ 500.0
Treasury rate locks | Designated as hedging instrument | Cash flow hedge
Derivative [Line Items]
Number of derivative instruments | derivative								5

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Supplemental Disclosures of Cash Flow Information - Summary (Details) $ in Thousands, £ in Millions							12 Months Ended
	Dec. 30, 2021 USD ($) shares	Nov. 30, 2021 USD ($) shares	Nov. 01, 2021 USD ($) shares	Mar. 28, 2019 USD ($) shares	Apr. 30, 2018 shares	Mar. 30, 2018 shares	Dec. 31, 2021 USD ($) mortgage	Dec. 31, 2021 GBP (£) mortgage	Dec. 31, 2020 USD ($) mortgage	Dec. 31, 2019 USD ($)
Supplemental Disclosures of Cash Flow Information
Cash paid for interest							$ 355,483		$ 285,617	$ 275,303
Cash paid for income taxes							19,676		13,128	4,221
Cash paid for merger and integration-related costs							157,115		0	0
Non-cash activities:
Notes payable assumed at fair value							4,946,965		0	0
Non-cash assets and liabilities assumed in merger							11,559,875		0	0
Non-cash assets and liabilities distributed in Orion Divestiture							1,142,121		0	0
Additions to noncontrolling interest							43,390		3,168	11,370
Derivative
Non-cash activities:
Net derivative liability fair value adjustment							(40,489)		55,205	0
Mortgages payable
Non-cash activities:
Mortgages assumed at fair value							$ 911,525		$ 0	130,765
Number of mortgages assumed | mortgage							11	11	0
Sterling-denominated mortgage | Mortgages payable
Non-cash activities:
Mortgages assumed at fair value | £								£ 31.0
Number of mortgages assumed | mortgage							1	1
VEREIT | Mortgages payable
Non-cash activities:
Mortgages assumed at fair value							$ 869,100
Number of mortgages assumed | mortgage							10	10
Topic 842
Non-cash activities:
Adoption of Accounting Standards Codifications Topic 842, Leases										131,982
Realty Income, L.P. units
Non-cash activities:
Additions to noncontrolling interest	$ 16,600	$ 20,400		$ 6,300			$ 38,783		$ 0	6,286
Number of partnership units issued (in units) | shares	240,586	300,604		89,322	131,790	242,007
Realty Income, L.P. units | VEREIT
Non-cash activities:
Additions to noncontrolling interest			$ 1,800
Number of partnership units issued (in units) | shares			56,400
Other Noncontrolling Interests
Non-cash activities:
Additions to noncontrolling interest							$ 0		$ 0	$ 5,084

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Supplemental Disclosures of Cash Flow Information - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents shown in the consolidated balance sheets	$ 258,579	$ 824,476
Restricted escrow deposits	68,541	21,220
Impounds related to mortgages payable	5,249	4,983
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows	$ 332,369	$ 850,679	$ 71,005	$ 21,071

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Common Stock Incentive Plan - Narrative (Details)		12 Months Ended
	Nov. 01, 2021 USD ($) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Nov. 12, 2021	May 31, 2021 USD ($) shares
Common Stock Incentive Plan
Common stock issued in settlement of equity awards that vested in connection with the merger | shares	442,418
Equitable adjustment factor					1.002342
Converted stock options and RSUs
Common Stock Incentive Plan
Aggregate fair value of converted awards	$ 71,600,000
Remaining unamortized share-based compensation expense	2,000,000
Stock Option, Restricted Stock Unit, Performance Award
Common Stock Incentive Plan
Equitable adjustment factor					1.002342
VEREIT
Common Stock Incentive Plan
Fair value of VEREIT's equity-based compensation awards attributable to pre-combination services	44,000,000
General and administrative expense
Common Stock Incentive Plan
Share-based compensation costs recognized		$ 16,200,000	$ 16,500,000	$ 13,700,000
Accelerated share-based compensation costs			$ 1,800,000
Merger And Integration Related Costs
Common Stock Incentive Plan
Accelerated share-based compensation costs	$ 25,600,000
Incentive Award Plan 2021
Common Stock Incentive Plan
Authorized shares | shares						8,924,231
Maximum number of shares that may be granted to any individual in any calendar year | shares						3,200,000
Maximum aggregate amount of cash that may be paid during any calendar year with respect to one or more shares payable in cash						$ 10,000,000
Additional shares available for issuance | shares	6,186,101

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Common Stock Incentive Plan - Restricted Stock Activity (Details) - Restricted stock - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of shares
Outstanding nonvested shares, beginning of year	219,482	259,698	307,821
Shares granted	133,052	103,473	87,327
Shares vested	(124,505)	(141,486)	(126,363)
Shares forfeited	(15,399)	(2,203)	(9,087)
Outstanding nonvested shares, end of each period	212,630	219,482	259,698
Weighted average price
Outstanding nonvested shares, beginning of year (in dollars per share)	$ 63.69	$ 58.39	$ 53.44
Shares granted (in dollars per share)	64.27	67.84	69.83
Shares vested (in dollars per share)	61.57	56.94	54.45
Shares forfeited (in dollars per share)	65.09	66.48	55.71
Outstanding nonvested shares, end of each period (in dollars per share)	$ 65.20	$ 63.69	$ 58.39

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Common Stock Incentive Plan - Restricted Stock Narrative (Details) - Restricted stock - USD ($) $ in Millions	1 Months Ended		12 Months Ended
	Nov. 30, 2021	May 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Common Stock Incentive Plan
Shares granted			133,052	103,473	87,327
Remaining unamortized share-based compensation expense			$ 9.2
Directors
Common Stock Incentive Plan
Shares granted	8,000	36,000
Directors | Three-year vesting period
Common Stock Incentive Plan
Vesting rights percentage			33.33%
Vesting period (in years)	3 years	3 years	3 years
Shares granted		12,000
Directors | Three-year vesting period | Maximum
Common Stock Incentive Plan
Service period as basis for restricted stock award vesting (in years)			6 years
Directors | Two-year vesting period
Common Stock Incentive Plan
Service period as basis for restricted stock award vesting (in years)			6 years
Vesting rights percentage			50.00%
Vesting period (in years)			2 years
Directors | One-year vesting period
Common Stock Incentive Plan
Service period as basis for restricted stock award vesting (in years)			7 years
Vesting rights percentage			100.00%
Vesting period (in years)			1 year
Directors | Immediate vesting
Common Stock Incentive Plan
Shares granted		24,000
Directors | Immediate vesting | Minimum
Common Stock Incentive Plan
Service period as basis for restricted stock award vesting (in years)			8 years
Employees
Common Stock Incentive Plan
Vesting period (in years)			4 years
Shares granted			89,052

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Common Stock Incentive Plan - Performance Shares Basis for Vesting (Details) - Performance shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Performance shares vesting based on achievement of performance goals
Total shareholder return (TSR) ranking relative to MSCI US REIT Index (as a percent)	70.00%	70.00%	45.00%
TSR ranking relative to JP Morgan Net Lease Peer Group (as a percent)			26.00%
Dividend per share Growth Rate (as a percent)	15.00%	15.00%	16.00%
Debt-to-Adjusted EBITDAre Ratio (as a percent)			13.00%
Net Debt-to-Adjusted EBITDAre Ratio (as a percent)	15.00%	15.00%

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Common Stock Incentive Plan - Performance Shares Narrative (Details) - USD ($) $ in Millions		12 Months Ended
	Nov. 15, 2021	Dec. 31, 2021
Performance shares
Common Stock Incentive Plan
Vesting rights percentage		50.00%
Performance period (in years)		3 years
Remaining unamortized share-based compensation expense		$ 14.6
Performance shares, one-time grant | AFFO accretion
Common Stock Incentive Plan
Weighting for earning shares (percent)	50.00%
Performance period (in years)	1 year
Performance shares, one-time grant | General and administrative expense synergies
Common Stock Incentive Plan
Weighting for earning shares (percent)	50.00%
Performance period (in years)	2 years
Performance shares, one-time grant | Completion of performance period
Common Stock Incentive Plan
Vesting rights percentage	50.00%
Performance shares, one-time grant | One-year anniversary of completion of performance period
Common Stock Incentive Plan
Vesting rights percentage	50.00%

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Common Stock Incentive Plan - Performance Shares Activity (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 $ / shares shares	Nov. 12, 2021
Weighted average price
Conversion ratio				1.002342
Performance shares
Number of shares
Outstanding nonvested shares, beginning of year	291,759	304,663	223,392
Equitable adjustment - Orion Divestiture	752	0	0
Shares granted	257,149	136,729	128,581
Shares vested	(109,113)	(139,012)	(47,310)
Shares forfeited	(52,408)	(10,621)	0
Outstanding nonvested shares, end of each period	388,139	291,759	304,663
Weighted average price
Outstanding nonvested shares, beginning of year (in dollars per share) | $ / shares	$ 69.73	$ 62.25	$ 58.78
Shares granted (in dollars per share) | $ / shares	64.18	79.98	65.34
Shares vested (in dollars per share) | $ / shares	62.52	63.66	54.27
Shares forfeited (in dollars per share) | $ / shares	65.83	66.64
Outstanding nonvested shares, end of each period (in dollars per share) | $ / shares	$ 68.09	$ 69.73	$ 62.25
Performance shares, annual performance grants
Number of shares
Shares granted	194,053
Performance shares, one-time grant
Number of shares
Shares granted	63,096

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Common Stock Incentive Plan - Restricted Stock Units Narrative (Details) - Restricted stock units - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Common Stock Incentive Plan
Expense amortization period (in years)	4 years
Remaining unamortized share-based compensation expense	$ 1.7
Minimum
Common Stock Incentive Plan
Vesting period (in years)	3 years	3 years	3 years
Maximum
Common Stock Incentive Plan
Vesting period (in years)	4 years	4 years	4 years

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Common Stock Incentive Plan - Restricted Stock Units Activity (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 $ / shares shares	Nov. 12, 2021
Weighted average price
Conversion ratio				1.002342
Restricted stock units
Number of shares
Outstanding nonvested shares, beginning of year	18,670	15,511	14,968
Equitable adjustment - Orion Divestiture	109	0	0
Shares granted	71,956	9,966	5,482
Shares vested	(23,368)	(6,807)	(4,939)
Shares forfeited	0	0	0
Outstanding nonvested shares, end of each period	67,367	18,670	15,511
Weighted average price
Outstanding nonvested shares, beginning of year (in dollars per share) | $ / shares	$ 70.38	$ 59.82	$ 54.62
Shares granted (in dollars per share) | $ / shares	68.96	78.79	69.58
Shares vested (in dollars per share) | $ / shares	66.96	58.63	54.90
Outstanding nonvested shares, end of each period (in dollars per share) | $ / shares	$ 69.69	$ 70.38	$ 59.82
Stock Option, Restricted Stock Unit, Performance Award
Weighted average price
Conversion ratio				1.002342

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Common Stock Incentive Plan - Stock Options Activity (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares	Nov. 12, 2021
Number of stock options
Outstanding nonvested options, beginning of year	0
Options granted	709,426
Equitable adjustment - Orion Divestiture	1,547
Options exercised	(395,903)
Options forfeited	0
Outstanding nonvested options, end of each period	315,070
Weighted average exercise price
Options granted (in dollars per share) | $ / shares	$ 53.80
Options exercised (in dollars per share) | $ / shares	54.54
Outstanding nonvested options, end of each period (in dollars per share) | $ / shares	$ 52.89
Weighted average remaining contractual term (Years)	2 years 4 months 24 days
Aggregate intrinsic value | $	$ 5,891,639
Conversion ratio		1.002342

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Common Stock Incentive Plan - Stock Options Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Common Stock Incentive Plan
Remaining unamortized share-based compensation expense	$ 57
Stock options
Common Stock Incentive Plan
Share-based compensation costs recognized	$ 68
Weighted-average remaining term for recognition	2 months 12 days

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Segment Information - Assets (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) property segment	Dec. 31, 2020 USD ($)
Reconciliation of assets from segment to consolidated
Number of activity segments | segment	60
Net real estate	$ 31,988,872	$ 17,485,156
Goodwill	3,676,705	14,180
Other corporate assets	2,195,800	1,530,294
Total assets	$ 43,137,502	20,740,285
Number of properties owned | property	11,136
Automotive service
Reconciliation of assets from segment to consolidated
Net real estate	$ 852,151	328,340
Intangible assets	125,543	55,018
Beverages
Reconciliation of assets from segment to consolidated
Net real estate	362,570	347,366
Intangible assets	17,452	9,401
Child care
Reconciliation of assets from segment to consolidated
Net real estate	347,680	216,718
Intangible assets	33,449	19,848
Convenience stores - U.S.
Reconciliation of assets from segment to consolidated
Net real estate	2,844,800	2,101,005
Intangible assets	275,548	121,151
Dollar stores
Reconciliation of assets from segment to consolidated
Net real estate	2,303,906	1,420,210
Intangible assets	366,319	77,176
Drug stores
Reconciliation of assets from segment to consolidated
Net real estate	2,182,432	1,555,106
Intangible assets	355,779	167,975
Financial services
Reconciliation of assets from segment to consolidated
Net real estate	576,065	374,508
Intangible assets	92,986	14,611
General merchandise - U.S.
Reconciliation of assets from segment to consolidated
Net real estate	1,289,735	730,806
Intangible assets	254,343	108,646
Grocery stores - U.S.
Reconciliation of assets from segment to consolidated
Net real estate	1,517,237	907,634
Intangible assets	378,181	181,764
Grocery stores - U.K.
Reconciliation of assets from segment to consolidated
Net real estate	1,963,057	1,131,760
Intangible assets	426,714	282,211
Health and fitness
Reconciliation of assets from segment to consolidated
Net real estate	1,325,932	1,050,791
Intangible assets	125,586	67,537
Health care - U.S.
Reconciliation of assets from segment to consolidated
Net real estate	670,864	289,244
Intangible assets	103,143	21,032
Home furnishings - U.S.
Reconciliation of assets from segment to consolidated
Net real estate	583,564	109,631
Intangible assets	210,654	9,336
Home improvement - U.S.
Reconciliation of assets from segment to consolidated
Net real estate	946,870	608,222
Intangible assets	207,637	97,228
Home improvement - U.K.
Reconciliation of assets from segment to consolidated
Net real estate	780,308	187,289
Intangible assets	158,667	57,369
Restaurants - casual dining
Reconciliation of assets from segment to consolidated
Net real estate	2,016,017	515,226
Intangible assets	416,653	20,553
Restaurants - quick service- U.S.
Reconciliation of assets from segment to consolidated
Net real estate	2,689,806	1,062,918
Intangible assets	270,092	47,517
Theaters - U.S.
Reconciliation of assets from segment to consolidated
Net real estate	750,877	767,117
Intangible assets	33,527	28,292
Transportation services
Reconciliation of assets from segment to consolidated
Net real estate	1,039,220	729,640
Intangible assets	125,971	53,902
Wholesale club
Reconciliation of assets from segment to consolidated
Net real estate	865,658	407,584
Intangible assets	155,032	36,165
Other non-reportable segments
Reconciliation of assets from segment to consolidated
Net real estate	6,080,123	2,644,041
Intangible assets	$ 1,142,849	$ 233,923
Spain
Reconciliation of assets from segment to consolidated
Number of properties owned | property	43

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Segment Information - Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Segment revenue information
Rental (including reimbursable)	$ 2,064,958	$ 1,639,533	$ 1,484,818
Other	15,505	7,554	3,345
Total revenue	2,080,463	1,647,087	1,488,163
Automotive service
Segment revenue information
Rental (including reimbursable)	47,830	35,090	32,365
Beverages
Segment revenue information
Rental (including reimbursable)	37,284	32,771	31,807
Child care
Segment revenue information
Rental (including reimbursable)	36,425	35,643	31,749
Convenience stores - U.S.
Segment revenue information
Rental (including reimbursable)	217,175	189,658	166,755
Dollar stores
Segment revenue information
Rental (including reimbursable)	149,136	126,719	102,695
Drug stores
Segment revenue information
Rental (including reimbursable)	153,174	140,993	127,853
Financial services
Segment revenue information
Rental (including reimbursable)	36,831	30,531	30,189
General merchandise - U.S.
Segment revenue information
Rental (including reimbursable)	72,442	49,352	35,366
Grocery stores - U.S.
Segment revenue information
Rental (including reimbursable)	88,360	78,106	69,691
Grocery stores - U.K.
Segment revenue information
Rental (including reimbursable)	100,500	51,459	17,819
Health and fitness
Segment revenue information
Rental (including reimbursable)	115,878	104,744	105,896
Health care - U.S.
Segment revenue information
Rental (including reimbursable)	33,579	25,563	21,011
Home furnishings - U.S.
Segment revenue information
Rental (including reimbursable)	21,457	12,447	10,490
Home improvement - U.S.
Segment revenue information
Rental (including reimbursable)	62,076	46,392	42,351
Home improvement - U.K.
Segment revenue information
Rental (including reimbursable)	34,470	4,224	0
Restaurants - casual dining
Segment revenue information
Rental (including reimbursable)	71,338	46,265	45,238
Restaurants - quick service- U.S.
Segment revenue information
Rental (including reimbursable)	115,758	88,163	92,018
Theaters - U.S.
Segment revenue information
Rental (including reimbursable)	90,792	78,653	87,698
Transportation services
Segment revenue information
Rental (including reimbursable)	71,955	64,131	66,500
Wholesale club
Segment revenue information
Rental (including reimbursable)	46,061	38,713	38,117
Other non-reportable segments and contractually obligated reimbursements by our clients
Segment revenue information
Rental (including reimbursable)	$ 462,437	$ 359,916	$ 329,210

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Commitments and Contingencies - Narrative (Details) $ in Millions	Dec. 31, 2021 USD ($)
Re-leasing costs, recurring capital expenditures, non-recurring building improvements
Other Commitments [Line Items]
Other commitments	$ 74.7
Construction contracts
Other Commitments [Line Items]
Other commitments	$ 285.7

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Commitments and Contingencies - Minimum Future Rental Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating Leases
2022	$ 38,300
2023	38,800
2024	38,700
2025	38,800
2026	36,700
Thereafter	468,500
Total	659,800
Present value adjustment for remaining lease payments	(198,100)
Total lease liability	461,748	$ 114,559
Finance Leases
2022	1,600
2023	1,600
2024	1,400
2025	1,300
2026	1,300
Thereafter	45,400
Total	52,600
Present value adjustment for remaining lease payments	(8,600)
Total lease liability	43,987	$ 6,256
Total
2022	39,900
2023	40,400
2024	40,100
2025	40,100
2026	38,000
Thereafter	513,900
Total	$ 712,400
Weighted average discount rate, operating lease (percent)	3.15%
Weighted average remaining operating lease term (in years)	21 years 6 months
Weighted average discount rate, finance lease (percent)	3.55%
Weighted average remaining finance lease term (in years)	22 years 9 months 18 days
Minimum
Total
Discount rate used to present value operating lease payments (percent)	0.41%
Discount rate used to present value finance lease payments (percent)	0.54%
Maximum
Total
Discount rate used to present value operating lease payments (percent)	5.50%
Discount rate used to present value finance lease payments (percent)	5.50%

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Subsequent Events (Details) - Subsequent event	1 Months Ended
	Feb. 28, 2022 $ / shares	Jan. 31, 2022 GBP (£) $ / shares
Subsequent events
Common stock, dividends declared (in dollars per share) | $ / shares	$ 0.2465	$ 0.2465
Notes payable | 1.875% Notes due 2027
Subsequent events
Principal amount		$ 250,000,000
Stated interest rate (as a percent)		1.875%
Price of par value (as a percent)		99.487%
Effective yield (as a percent)		1.974%
Notes payable | 2.500% Notes due 2042
Subsequent events
Principal amount		$ 250,000,000
Stated interest rate (as a percent)		2.50%
Price of par value (as a percent)		98.445%
Effective yield (as a percent)		2.584%
Notes payable | January 2027 Notes And January 2042 Notes
Subsequent events
Effective yield (as a percent)		2.28%
Weighted average term (in years)		12 years 6 months

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Schedule III Real Estate and Accumulated Depreciation - Balances (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) property	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
SEC Schedule III
Number of Properties | property	11,137
Encumbrances	$ 1,114,129
Initial Cost to Company
Land	10,769,697
Buildings, Improvements and Acquisition Fees	25,059,558
Cost Capitalized Subsequent to Acquisition
Improvements	115,475
Carrying Costs	7,929
Gross Amounts at Which Carried at Close of Period
Land	10,769,697
Buildings, Improvements and Acquisition Fees	25,182,962
Total	35,952,659	$ 21,048,334	$ 19,637,627	$ 16,566,602
Accumulated Depreciation	$ 3,963,753	$ 3,563,178	$ 3,140,855	$ 2,723,086
U.S. | Advertising
SEC Schedule III
Number of Properties | property	6
Encumbrances	$ 0
Initial Cost to Company
Land	18,736
Buildings, Improvements and Acquisition Fees	70,501
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	18,736
Buildings, Improvements and Acquisition Fees	70,501
Total	89,237
Accumulated Depreciation	$ 1,467
U.S. | Aerospace
SEC Schedule III
Number of Properties | property	5
Encumbrances	$ 24,133
Initial Cost to Company
Land	6,891
Buildings, Improvements and Acquisition Fees	98,840
Cost Capitalized Subsequent to Acquisition
Improvements	223
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	6,891
Buildings, Improvements and Acquisition Fees	99,063
Total	105,954
Accumulated Depreciation	$ 31,484
U.S. | Apparel stores
SEC Schedule III
Number of Properties | property	61
Encumbrances	$ 58,252
Initial Cost to Company
Land	133,371
Buildings, Improvements and Acquisition Fees	388,122
Cost Capitalized Subsequent to Acquisition
Improvements	3,611
Carrying Costs	199
Gross Amounts at Which Carried at Close of Period
Land	133,371
Buildings, Improvements and Acquisition Fees	391,932
Total	525,303
Accumulated Depreciation	$ 54,990
U.S. | Automotive collision services
SEC Schedule III
Number of Properties | property	139
Encumbrances	$ 0
Initial Cost to Company
Land	100,475
Buildings, Improvements and Acquisition Fees	232,512
Cost Capitalized Subsequent to Acquisition
Improvements	2,688
Carrying Costs	10
Gross Amounts at Which Carried at Close of Period
Land	100,475
Buildings, Improvements and Acquisition Fees	235,210
Total	335,685
Accumulated Depreciation	$ 41,218
U.S. | Automotive parts
SEC Schedule III
Number of Properties | property	397
Encumbrances	$ 1,316
Initial Cost to Company
Land	156,461
Buildings, Improvements and Acquisition Fees	371,138
Cost Capitalized Subsequent to Acquisition
Improvements	5,189
Carrying Costs	827
Gross Amounts at Which Carried at Close of Period
Land	156,461
Buildings, Improvements and Acquisition Fees	377,154
Total	533,615
Accumulated Depreciation	$ 85,069
U.S. | Automotive service
SEC Schedule III
Number of Properties | property	566
Encumbrances	$ 0
Initial Cost to Company
Land	354,282
Buildings, Improvements and Acquisition Fees	573,469
Cost Capitalized Subsequent to Acquisition
Improvements	9,393
Carrying Costs	145
Gross Amounts at Which Carried at Close of Period
Land	354,282
Buildings, Improvements and Acquisition Fees	583,007
Total	937,289
Accumulated Depreciation	$ 85,135
U.S. | Automotive tire services
SEC Schedule III
Number of Properties | property	233
Encumbrances	$ 0
Initial Cost to Company
Land	175,415
Buildings, Improvements and Acquisition Fees	463,613
Cost Capitalized Subsequent to Acquisition
Improvements	5,541
Carrying Costs	83
Gross Amounts at Which Carried at Close of Period
Land	175,415
Buildings, Improvements and Acquisition Fees	469,237
Total	644,652
Accumulated Depreciation	$ 131,817
U.S. | Beverages
SEC Schedule III
Number of Properties | property	22
Encumbrances	$ 0
Initial Cost to Company
Land	221,076
Buildings, Improvements and Acquisition Fees	192,768
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	221,076
Buildings, Improvements and Acquisition Fees	192,768
Total	413,844
Accumulated Depreciation	$ 51,274
U.S. | Child care
SEC Schedule III
Number of Properties | property	314
Encumbrances	$ 0
Initial Cost to Company
Land	139,891
Buildings, Improvements and Acquisition Fees	314,270
Cost Capitalized Subsequent to Acquisition
Improvements	5,165
Carrying Costs	798
Gross Amounts at Which Carried at Close of Period
Land	139,891
Buildings, Improvements and Acquisition Fees	320,233
Total	460,124
Accumulated Depreciation	$ 112,444
U.S. | Consumer electronics
SEC Schedule III
Number of Properties | property	28
Encumbrances	$ 0
Initial Cost to Company
Land	52,492
Buildings, Improvements and Acquisition Fees	156,569
Cost Capitalized Subsequent to Acquisition
Improvements	1,753
Carrying Costs	52
Gross Amounts at Which Carried at Close of Period
Land	52,492
Buildings, Improvements and Acquisition Fees	158,374
Total	210,866
Accumulated Depreciation	$ 14,409
U.S. | Consumer goods
SEC Schedule III
Number of Properties | property	9
Encumbrances	$ 17,990
Initial Cost to Company
Land	24,063
Buildings, Improvements and Acquisition Fees	259,397
Cost Capitalized Subsequent to Acquisition
Improvements	894
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	24,063
Buildings, Improvements and Acquisition Fees	260,291
Total	284,354
Accumulated Depreciation	$ 30,303
U.S. | Convenience stores
SEC Schedule III
Number of Properties | property	1,531
Encumbrances	$ 0
Initial Cost to Company
Land	1,418,472
Buildings, Improvements and Acquisition Fees	1,851,665
Cost Capitalized Subsequent to Acquisition
Improvements	(650)
Carrying Costs	145
Gross Amounts at Which Carried at Close of Period
Land	1,418,472
Buildings, Improvements and Acquisition Fees	1,851,160
Total	3,269,632
Accumulated Depreciation	$ 424,834
U.S. | Crafts and novelties
SEC Schedule III
Number of Properties | property	48
Encumbrances	$ 0
Initial Cost to Company
Land	97,796
Buildings, Improvements and Acquisition Fees	280,412
Cost Capitalized Subsequent to Acquisition
Improvements	2,730
Carrying Costs	440
Gross Amounts at Which Carried at Close of Period
Land	97,796
Buildings, Improvements and Acquisition Fees	283,582
Total	381,378
Accumulated Depreciation	$ 23,000
U.S. | Diversified industrial
SEC Schedule III
Number of Properties | property	17
Encumbrances	$ 59,628
Initial Cost to Company
Land	48,262
Buildings, Improvements and Acquisition Fees	267,151
Cost Capitalized Subsequent to Acquisition
Improvements	16,178
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	48,262
Buildings, Improvements and Acquisition Fees	283,329
Total	331,591
Accumulated Depreciation	$ 19,518
U.S. | Dollar stores
SEC Schedule III
Number of Properties | property	2,291
Encumbrances	$ 81,736
Initial Cost to Company
Land	755,179
Buildings, Improvements and Acquisition Fees	1,905,858
Cost Capitalized Subsequent to Acquisition
Improvements	2,728
Carrying Costs	9
Gross Amounts at Which Carried at Close of Period
Land	755,179
Buildings, Improvements and Acquisition Fees	1,908,595
Total	2,663,774
Accumulated Depreciation	$ 359,863
U.S. | Drug stores
SEC Schedule III
Number of Properties | property	572
Encumbrances	$ 273,625
Initial Cost to Company
Land	730,548
Buildings, Improvements and Acquisition Fees	1,834,218
Cost Capitalized Subsequent to Acquisition
Improvements	4,783
Carrying Costs	100
Gross Amounts at Which Carried at Close of Period
Land	730,548
Buildings, Improvements and Acquisition Fees	1,839,101
Total	2,569,649
Accumulated Depreciation	$ 387,210
U.S. | Education
SEC Schedule III
Number of Properties | property	15
Encumbrances	$ 0
Initial Cost to Company
Land	8,040
Buildings, Improvements and Acquisition Fees	25,577
Cost Capitalized Subsequent to Acquisition
Improvements	519
Carrying Costs	103
Gross Amounts at Which Carried at Close of Period
Land	8,040
Buildings, Improvements and Acquisition Fees	26,199
Total	34,239
Accumulated Depreciation	$ 16,830
U.S. | Energy
SEC Schedule III
Number of Properties | property	34
Encumbrances	$ 0
Initial Cost to Company
Land	25,905
Buildings, Improvements and Acquisition Fees	82,959
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	25,905
Buildings, Improvements and Acquisition Fees	82,959
Total	108,864
Accumulated Depreciation	$ 396
U.S. | Entertainment
SEC Schedule III
Number of Properties | property	21
Encumbrances	$ 0
Initial Cost to Company
Land	76,619
Buildings, Improvements and Acquisition Fees	159,428
Cost Capitalized Subsequent to Acquisition
Improvements	819
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	76,619
Buildings, Improvements and Acquisition Fees	160,247
Total	236,866
Accumulated Depreciation	$ 7,887
U.S. | Equipment services
SEC Schedule III
Number of Properties | property	20
Encumbrances	$ 0
Initial Cost to Company
Land	17,640
Buildings, Improvements and Acquisition Fees	73,252
Cost Capitalized Subsequent to Acquisition
Improvements	650
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	17,640
Buildings, Improvements and Acquisition Fees	73,902
Total	91,542
Accumulated Depreciation	$ 13,422
U.S. | Financial services
SEC Schedule III
Number of Properties | property	373
Encumbrances	$ 135,381
Initial Cost to Company
Land	183,413
Buildings, Improvements and Acquisition Fees	473,009
Cost Capitalized Subsequent to Acquisition
Improvements	(1,061)
Carrying Costs	101
Gross Amounts at Which Carried at Close of Period
Land	183,413
Buildings, Improvements and Acquisition Fees	472,049
Total	655,462
Accumulated Depreciation	$ 79,403
U.S. | Food processing
SEC Schedule III
Number of Properties | property	9
Encumbrances	$ 28,171
Initial Cost to Company
Land	33,718
Buildings, Improvements and Acquisition Fees	221,840
Cost Capitalized Subsequent to Acquisition
Improvements	260
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	33,718
Buildings, Improvements and Acquisition Fees	222,100
Total	255,818
Accumulated Depreciation	$ 24,944
U.S. | General merchandise
SEC Schedule III
Number of Properties | property	234
Encumbrances	$ 48,392
Initial Cost to Company
Land	379,088
Buildings, Improvements and Acquisition Fees	1,015,644
Cost Capitalized Subsequent to Acquisition
Improvements	(3,578)
Carrying Costs	535
Gross Amounts at Which Carried at Close of Period
Land	379,088
Buildings, Improvements and Acquisition Fees	1,012,601
Total	1,391,689
Accumulated Depreciation	$ 101,952
U.S. | Grocery stores
SEC Schedule III
Number of Properties | property	214
Encumbrances	$ 99,893
Initial Cost to Company
Land	441,128
Buildings, Improvements and Acquisition Fees	1,259,955
Cost Capitalized Subsequent to Acquisition
Improvements	2,287
Carrying Costs	325
Gross Amounts at Which Carried at Close of Period
Land	441,128
Buildings, Improvements and Acquisition Fees	1,262,567
Total	1,703,695
Accumulated Depreciation	$ 186,454
U.S. | Health and beauty
SEC Schedule III
Number of Properties | property	5
Encumbrances	$ 0
Initial Cost to Company
Land	4,509
Buildings, Improvements and Acquisition Fees	47,162
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	4,509
Buildings, Improvements and Acquisition Fees	47,162
Total	51,671
Accumulated Depreciation	$ 4,579
U.S. | Health and fitness
SEC Schedule III
Number of Properties | property	131
Encumbrances	$ 0
Initial Cost to Company
Land	321,558
Buildings, Improvements and Acquisition Fees	1,290,661
Cost Capitalized Subsequent to Acquisition
Improvements	8,316
Carrying Costs	172
Gross Amounts at Which Carried at Close of Period
Land	321,558
Buildings, Improvements and Acquisition Fees	1,299,149
Total	1,620,707
Accumulated Depreciation	$ 294,775
U.S. | Health care
SEC Schedule III
Number of Properties | property	208
Encumbrances	$ 24,366
Initial Cost to Company
Land	140,638
Buildings, Improvements and Acquisition Fees	579,119
Cost Capitalized Subsequent to Acquisition
Improvements	5,940
Carrying Costs	224
Gross Amounts at Which Carried at Close of Period
Land	140,638
Buildings, Improvements and Acquisition Fees	585,283
Total	725,921
Accumulated Depreciation	$ 55,052
U.S. | Home furnishings
SEC Schedule III
Number of Properties | property	165
Encumbrances	$ 41,472
Initial Cost to Company
Land	161,347
Buildings, Improvements and Acquisition Fees	451,739
Cost Capitalized Subsequent to Acquisition
Improvements	5,495
Carrying Costs	128
Gross Amounts at Which Carried at Close of Period
Land	161,347
Buildings, Improvements and Acquisition Fees	457,362
Total	618,709
Accumulated Depreciation	$ 35,142
U.S. | Home improvement
SEC Schedule III
Number of Properties | property	128
Encumbrances	$ 23,722
Initial Cost to Company
Land	379,212
Buildings, Improvements and Acquisition Fees	669,277
Cost Capitalized Subsequent to Acquisition
Improvements	2,834
Carrying Costs	63
Gross Amounts at Which Carried at Close of Period
Land	379,212
Buildings, Improvements and Acquisition Fees	672,174
Total	1,051,386
Accumulated Depreciation	$ 104,516
U.S. | Insurance
SEC Schedule III
Number of Properties | property	2
Encumbrances	$ 10,998
Initial Cost to Company
Land	1,444
Buildings, Improvements and Acquisition Fees	3,984
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	1,444
Buildings, Improvements and Acquisition Fees	3,984
Total	5,428
Accumulated Depreciation	$ 22
U.S. | Jewelry
SEC Schedule III
Number of Properties | property	5
Encumbrances	$ 0
Initial Cost to Company
Land	5,369
Buildings, Improvements and Acquisition Fees	58,702
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	5,369
Buildings, Improvements and Acquisition Fees	58,702
Total	64,071
Accumulated Depreciation	$ 3,203
U.S. | Machinery
SEC Schedule III
Number of Properties | property	2
Encumbrances	$ 0
Initial Cost to Company
Land	2,717
Buildings, Improvements and Acquisition Fees	40,453
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	2,717
Buildings, Improvements and Acquisition Fees	40,453
Total	43,170
Accumulated Depreciation	$ 5,124
U.S. | Motor vehicle dealerships
SEC Schedule III
Number of Properties | property	35
Encumbrances	$ 0
Initial Cost to Company
Land	157,478
Buildings, Improvements and Acquisition Fees	223,488
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	157,478
Buildings, Improvements and Acquisition Fees	223,488
Total	380,966
Accumulated Depreciation	$ 62,945
U.S. | Office supplies
SEC Schedule III
Number of Properties | property	8
Encumbrances	$ 0
Initial Cost to Company
Land	14,225
Buildings, Improvements and Acquisition Fees	42,870
Cost Capitalized Subsequent to Acquisition
Improvements	855
Carrying Costs	349
Gross Amounts at Which Carried at Close of Period
Land	14,225
Buildings, Improvements and Acquisition Fees	44,074
Total	58,299
Accumulated Depreciation	$ 11,348
U.S. | Other manufacturing
SEC Schedule III
Number of Properties | property	10
Encumbrances	$ 0
Initial Cost to Company
Land	20,504
Buildings, Improvements and Acquisition Fees	164,250
Cost Capitalized Subsequent to Acquisition
Improvements	1,325
Carrying Costs	240
Gross Amounts at Which Carried at Close of Period
Land	20,504
Buildings, Improvements and Acquisition Fees	165,815
Total	186,319
Accumulated Depreciation	$ 13,655
U.S. | Packaging
SEC Schedule III
Number of Properties | property	11
Encumbrances	$ 1,430
Initial Cost to Company
Land	32,527
Buildings, Improvements and Acquisition Fees	178,997
Cost Capitalized Subsequent to Acquisition
Improvements	2,480
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	32,527
Buildings, Improvements and Acquisition Fees	181,477
Total	214,004
Accumulated Depreciation	$ 38,907
U.S. | Paper
SEC Schedule III
Number of Properties | property	2
Encumbrances	$ 0
Initial Cost to Company
Land	2,462
Buildings, Improvements and Acquisition Fees	11,935
Cost Capitalized Subsequent to Acquisition
Improvements	45
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	2,462
Buildings, Improvements and Acquisition Fees	11,980
Total	14,442
Accumulated Depreciation	$ 4,264
U.S. | Pet supplies and services
SEC Schedule III
Number of Properties | property	69
Encumbrances	$ 2,509
Initial Cost to Company
Land	92,269
Buildings, Improvements and Acquisition Fees	239,274
Cost Capitalized Subsequent to Acquisition
Improvements	5,824
Carrying Costs	239
Gross Amounts at Which Carried at Close of Period
Land	92,269
Buildings, Improvements and Acquisition Fees	245,337
Total	337,606
Accumulated Depreciation	$ 31,419
U.S. | Restaurants - casual dining
SEC Schedule III
Number of Properties | property	872
Encumbrances	$ 12,823
Initial Cost to Company
Land	682,720
Buildings, Improvements and Acquisition Fees	1,473,921
Cost Capitalized Subsequent to Acquisition
Improvements	(1,305)
Carrying Costs	1,635
Gross Amounts at Which Carried at Close of Period
Land	682,720
Buildings, Improvements and Acquisition Fees	1,474,251
Total	2,156,971
Accumulated Depreciation	$ 140,937
U.S. | Restaurants - quick service
SEC Schedule III
Number of Properties | property	1,854
Encumbrances	$ 0
Initial Cost to Company
Land	933,402
Buildings, Improvements and Acquisition Fees	1,949,141
Cost Capitalized Subsequent to Acquisition
Improvements	3,226
Carrying Costs	201
Gross Amounts at Which Carried at Close of Period
Land	933,402
Buildings, Improvements and Acquisition Fees	1,952,568
Total	2,885,970
Accumulated Depreciation	$ 196,159
U.S. | Shoe stores
SEC Schedule III
Number of Properties | property	6
Encumbrances	$ 0
Initial Cost to Company
Land	7,008
Buildings, Improvements and Acquisition Fees	41,779
Cost Capitalized Subsequent to Acquisition
Improvements	316
Carrying Costs	215
Gross Amounts at Which Carried at Close of Period
Land	7,008
Buildings, Improvements and Acquisition Fees	42,310
Total	49,318
Accumulated Depreciation	$ 11,940
U.S. | Sporting goods
SEC Schedule III
Number of Properties | property	54
Encumbrances	$ 12,255
Initial Cost to Company
Land	110,343
Buildings, Improvements and Acquisition Fees	356,901
Cost Capitalized Subsequent to Acquisition
Improvements	5,132
Carrying Costs	178
Gross Amounts at Which Carried at Close of Period
Land	110,343
Buildings, Improvements and Acquisition Fees	362,211
Total	472,554
Accumulated Depreciation	$ 33,899
U.S. | Telecommunications
SEC Schedule III
Number of Properties | property	3
Encumbrances	$ 0
Initial Cost to Company
Land	2,872
Buildings, Improvements and Acquisition Fees	10,133
Cost Capitalized Subsequent to Acquisition
Improvements	364
Carrying Costs	11
Gross Amounts at Which Carried at Close of Period
Land	2,872
Buildings, Improvements and Acquisition Fees	10,508
Total	13,380
Accumulated Depreciation	$ 2,178
U.S. | Theaters
SEC Schedule III
Number of Properties | property	80
Encumbrances	$ 0
Initial Cost to Company
Land	232,084
Buildings, Improvements and Acquisition Fees	751,408
Cost Capitalized Subsequent to Acquisition
Improvements	9,906
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	232,084
Buildings, Improvements and Acquisition Fees	761,314
Total	993,398
Accumulated Depreciation	$ 242,521
U.S. | Transportation services
SEC Schedule III
Number of Properties | property	87
Encumbrances	$ 21,468
Initial Cost to Company
Land	172,271
Buildings, Improvements and Acquisition Fees	1,049,411
Cost Capitalized Subsequent to Acquisition
Improvements	3,048
Carrying Costs	402
Gross Amounts at Which Carried at Close of Period
Land	172,271
Buildings, Improvements and Acquisition Fees	1,052,861
Total	1,225,132
Accumulated Depreciation	$ 185,910
U.S. | Warehousing and storage
SEC Schedule III
Number of Properties | property	2
Encumbrances	$ 0
Initial Cost to Company
Land	1,767
Buildings, Improvements and Acquisition Fees	11,571
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	1,767
Buildings, Improvements and Acquisition Fees	11,571
Total	13,338
Accumulated Depreciation	$ 55
U.S. | Wholesale clubs
SEC Schedule III
Number of Properties | property	52
Encumbrances	$ 92,716
Initial Cost to Company
Land	295,580
Buildings, Improvements and Acquisition Fees	691,965
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	295,580
Buildings, Improvements and Acquisition Fees	691,965
Total	987,545
Accumulated Depreciation	$ 121,888
U.S. | Other
SEC Schedule III
Number of Properties | property	14
Encumbrances	$ 0
Initial Cost to Company
Land	18,854
Buildings, Improvements and Acquisition Fees	48,760
Cost Capitalized Subsequent to Acquisition
Improvements	798
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	18,854
Buildings, Improvements and Acquisition Fees	49,558
Total	68,412
Accumulated Depreciation	$ 6,426
Europe | Apparel stores
SEC Schedule III
Number of Properties | property	1
Encumbrances	$ 0
Initial Cost to Company
Land	7,327
Buildings, Improvements and Acquisition Fees	32,842
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	7,327
Buildings, Improvements and Acquisition Fees	32,842
Total	40,169
Accumulated Depreciation	$ 665
Europe | Automotive service
SEC Schedule III
Number of Properties | property	3
Encumbrances	$ 0
Initial Cost to Company
Land	1,815
Buildings, Improvements and Acquisition Fees	5,534
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	1,815
Buildings, Improvements and Acquisition Fees	5,534
Total	7,349
Accumulated Depreciation	$ 175
Europe | Convenience stores
SEC Schedule III
Number of Properties | property	1
Encumbrances	$ 0
Initial Cost to Company
Land	3,296
Buildings, Improvements and Acquisition Fees	2,662
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	3,296
Buildings, Improvements and Acquisition Fees	2,662
Total	5,958
Accumulated Depreciation	$ 4
Europe | Diversified industrial
SEC Schedule III
Number of Properties | property	1
Encumbrances	$ 0
Initial Cost to Company
Land	5,041
Buildings, Improvements and Acquisition Fees	14,002
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	5,041
Buildings, Improvements and Acquisition Fees	14,002
Total	19,043
Accumulated Depreciation	$ 257
Europe | Food processing
SEC Schedule III
Number of Properties | property	4
Encumbrances	$ 0
Initial Cost to Company
Land	25,728
Buildings, Improvements and Acquisition Fees	72,305
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	25,728
Buildings, Improvements and Acquisition Fees	72,305
Total	98,033
Accumulated Depreciation	$ 192
Europe | General merchandise
SEC Schedule III
Number of Properties | property	2
Encumbrances	$ 0
Initial Cost to Company
Land	4,342
Buildings, Improvements and Acquisition Fees	14,525
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	4,342
Buildings, Improvements and Acquisition Fees	14,525
Total	18,867
Accumulated Depreciation	$ 77
Europe | Grocery stores - U.K.
SEC Schedule III
Number of Properties | property	60
Encumbrances	$ 41,853
Initial Cost to Company
Land	838,856
Buildings, Improvements and Acquisition Fees	1,179,547
Cost Capitalized Subsequent to Acquisition
Improvements	754
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	838,856
Buildings, Improvements and Acquisition Fees	1,180,301
Total	2,019,157
Accumulated Depreciation	$ 56,100
Europe | Grocery stores - ES
SEC Schedule III
Number of Properties | property	43
Encumbrances	$ 0
Initial Cost to Company
Land	123,264
Buildings, Improvements and Acquisition Fees	191,946
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	123,264
Buildings, Improvements and Acquisition Fees	191,946
Total	315,210
Accumulated Depreciation	$ 944
Europe | Health care
SEC Schedule III
Number of Properties | property	2
Encumbrances	$ 0
Initial Cost to Company
Land	8,819
Buildings, Improvements and Acquisition Fees	17,177
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	8,819
Buildings, Improvements and Acquisition Fees	17,177
Total	25,996
Accumulated Depreciation	$ 1,003
Europe | Home furnishings
SEC Schedule III
Number of Properties | property	3
Encumbrances	$ 0
Initial Cost to Company
Land	6,495
Buildings, Improvements and Acquisition Fees	19,380
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	6,495
Buildings, Improvements and Acquisition Fees	19,380
Total	25,875
Accumulated Depreciation	$ 425
Europe | Home improvement
SEC Schedule III
Number of Properties | property	50
Encumbrances	$ 0
Initial Cost to Company
Land	294,239
Buildings, Improvements and Acquisition Fees	496,548
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	294,239
Buildings, Improvements and Acquisition Fees	496,548
Total	790,787
Accumulated Depreciation	$ 10,479
Europe | Restaurants - quick service
SEC Schedule III
Number of Properties | property	1
Encumbrances	$ 0
Initial Cost to Company
Land	758
Buildings, Improvements and Acquisition Fees	2,019
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	758
Buildings, Improvements and Acquisition Fees	2,019
Total	2,777
Accumulated Depreciation	$ 69
Europe | Theaters
SEC Schedule III
Number of Properties | property	1
Encumbrances	$ 0
Initial Cost to Company
Land	1,547
Buildings, Improvements and Acquisition Fees	0
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	1,547
Buildings, Improvements and Acquisition Fees	0
Total	1,547
Accumulated Depreciation	$ 0
Europe | Warehousing and storage
SEC Schedule III
Number of Properties | property	1
Encumbrances	$ 0
Initial Cost to Company
Land	56,049
Buildings, Improvements and Acquisition Fees	52,003
Cost Capitalized Subsequent to Acquisition
Improvements	0
Carrying Costs	0
Gross Amounts at Which Carried at Close of Period
Land	56,049
Buildings, Improvements and Acquisition Fees	52,003
Total	108,052
Accumulated Depreciation	$ 1,176

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Schedule III Real Estate and Accumulated Depreciation - Summary of Activity (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) property	Dec. 31, 2020 USD ($) property	Dec. 31, 2019 USD ($) property
Reconciliation of total real estate carrying value
Balance at Beginning of Period	$ 21,048,334	$ 19,637,627	$ 16,566,602
Acquisitions and development	5,851,945	2,163,707	3,644,884
Merger Additions	11,722,801	0	0
Less amounts allocated to acquired lease intangible assets and liabilities on our Consolidated Balance Sheets	(826,064)	(382,850)	(401,319)
Improvements, Etc.	56,567	6,194	17,447
Other (Leasing Costs and Building Adjustment)	64,807	22,491	2,741
Total Additions	16,870,056	1,809,542	3,263,753
Cost of Real Estate sold	1,206,837	253,506	129,737
Cost of Equipment sold	8	25	11
Orion Divestiture (2)	634,254	0	0
Releasing costs	40	259	674
Other (including Provisions for Impairment)	91,176	195,003	87,951
Total Deductions	1,932,315	448,793	218,373
Foreign Currency Translation	(33,416)	49,958	25,645
Balance at Close of Period	35,952,659	21,048,334	19,637,627
Reconciliation of accumulated depreciation
Balance at Beginning of Period	3,563,178	3,140,855	2,723,086
Additions During Period - Provision for Depreciation	628,246	531,909	481,499
Accumulated depreciation of real estate and equipment sold or disposed of	226,897	110,915	64,054
Foreign Currency Translation	(774)	1,329	324
Balance at Close of Period	$ 3,963,753	3,563,178	3,140,855
Other Disclosure Notes
Number of properties | property	11,137
Number of properties secured by mortgages | property	361
Unamortized net debt premiums on mortgages payable excluded from encumbrances	$ 28,600
Aggregate cost for federal income tax purposes	59,100,000
Building razed	43,000
Provisions for impairment	38,967	147,232	40,186
Reclassification of right of use assets under finance leases	20,100	$ 22,500	$ 36,900
Mortgage assumption	$ 43,700
Number of properties on which provisions for impairment were recorded | property	103	99	51
U.S. | Single-client properties
Other Disclosure Notes
Number of properties | property	10,885
U.S. | Corporate headquarters
Other Disclosure Notes
Number of properties | property	1
U.S. | Multi-client properties
Other Disclosure Notes
Number of properties | property	70
U.K. | Single-client properties
Other Disclosure Notes
Number of properties | property	109
U.K. | Multi-client properties
Other Disclosure Notes
Number of properties | property	21
Spain | Single-client properties
Other Disclosure Notes
Number of properties | property	42
Spain | Multi-client properties
Other Disclosure Notes
Number of properties | property	1
Crest Net Lease, Inc
Other Disclosure Notes
Aggregate cost for federal income tax purposes	$ 30,100
Crest Net Lease, Inc | U.S. | Single-client properties
Other Disclosure Notes
Number of properties | property	8