EX-FILING FEES 2 tm2218151d2_ex-filingfees.htm EX-FILING FEES




Calculation of Filing Fee Tables


Form S-3

(Form Type)


Realty Income Corporation

(Exact Name of Registrant as Specified in its Charter)


Table 1: Newly Registered and Carry Forward Securities


   Security Type  Security
or Carry
Forward Rule
Offering Price
Per Security
  Proposed Maximum
Offering Price
  Fee Rate  Amount of
Registration Fee
Newly Registered Securities
Fees to Be Paid  Equity  Common Stock, $0.01 par value per share  457(c)   120,000,000  $ 64.0225(1)(2) $ 7,682,700,000.00 (1)(2) 0.0000927  $712,186.29(1)
Fees Previously Paid  N/A  N/A  N/A   N/A     N/A      N/A 
Carry Forward Securities
Carry Forward Securities  N/A  N/A  N/A   N/A     N/A        
  Total Offering Amounts       N/A     $712,186.29 
  Total Fees Previously Paid              N/A 
  Total Fee Offsets             $26,310.69 
  Net Fee Due             $685,875.60 


Table 2: Fee Offset Claims and Sources


    Registrant or
Filer Name
  Form or
Filing Type
Filing Date
  Filing Date   Fee Offset
  Security Type
Associated with
Fee Offset Claimed
  Security Title
Associated with
Fee Offset Claimed
Associated with
Fee Offset Claimed
  Unsold Aggregate
Offering Amount
Associated with
Fee Offset Claimed
  Fee Paid with
Fee Offset Source
Rules 457(b) and 0-11(a)(2)  
Fee Offset Claims   N/A   N/A   N/A   N/A         N/A              
Fee Offset Sources   N/A   N/A   N/A       N/A                         N/A  
Rule 457(p)  
Fee Offset Claims   Realty
Income Corporation
  S-3ASR   333-257510   June 29, 2021       $ 26,310.69 (2)                    
Fee Offset Sources   Realty Income Corporation   424(b)(5)   333-257510       August 18, 2021                         $ 26,310.69 (2) 


(1)This estimate is made pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purposes of calculating the registration fee, and is based on a price of $64.0225 per share, which represents the average high and low prices per share of the registrant's common stock, par value $0.01 per share (“common stock”) as reported on the New York Stock Exchange on June 13, 2022.


(2)The registrant previously registered an aggregate of 60,000,000 shares of common stock pursuant to a registration statement on Form S-3 (Registration No. 333-257510) filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2021 and a related prospectus supplement dated August 18, 2021 (the “Prior Prospectus Supplement”) and prospectus dated June 29, 2021 filed with the SEC on August 18, 2021 pursuant to Rule 424(b)(5) under the Securities Act, which, as further described in the Prior Prospectus Supplement, included shares of our common stock from prior registration statements on Form S-3. Of those 60,000,000 shares of common stock, 3,414,310 shares (the “Unsold Shares”) remained unsold as of the date hereof. The offering pursuant to the Prior Prospectus Supplement has terminated.


In connection with the filing of the Prior Prospectus Supplement, a registration fee of $462,360.35 was previously paid to the SEC in connection with the registration of the 60,000,000 shares of common stock pursuant to the Prior Prospectus Supplement, which registration fee was calculated in accordance with Rules 456(b), 457(c) and 457(r) under the Securities Act. A portion of such registration fees, $26,310.69 was associated with the Unsold Shares, which is hereby offset against the aggregate registration fee set forth in Table 1 above pursuant to Rule 467(p) under the Securities Act. The registration fee being paid by the registrant herewith was calculated in accordance with Rules 456(b), 457(c), 457(p) and 457(r) under the Securities Act.