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Realty Income — May 5, 2025 release

Fiscal 2025 first-quarter results · 8-K Item 2.02 · Exhibit 99.1 · 0000726728-25-000093
Open on SEC.gov ↗
Showing in the filing
Other adjustments per share (3)
“$0.12”
Period
FY2025
Measure
GAAP-tied
Source
Guidance table
All guidance in this release · 11
Net income per share (2) for FY2025
“$1.40 - $1.46”
Real estate depreciation per share for FY2025
“$2.70”
Other adjustments per share (3) for FY2025
“$0.12”
AFFO per share (4) for FY2025
“$4.22 - $4.28”
Same store rent growth for FY2025
“Approx 1.0%”
Occupancy for FY2025
“Over 98%”
Cash G&A expenses (% of total revenue) (5)(6) for FY2025
“Approx 3.0%”
Property expenses (non-reimbursements) (% of… for FY2025
“1.4% - 1.7%”
Income tax expenses for FY2025
“$80 - $90 million”
Investment volume for FY2025
“Approx $4.0 billion”
G&A expenses inclusive of stock-based compen… for FY2025
“approximately 3.4% - 3.7%”
Exhibit 99.1 · full document
Exhibit 99.1 REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2025 SAN DIEGO, CALIFORNIA, May 5, 2025....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company ® , today announced operating results for the three months ended March 31, 2025. All per share amounts presented in this press release are on a diluted per common share basis unless stated otherwise. COMPANY HIGHLIGHTS : For the three months ended March 31, 2025: • Net income available to common stockholders was $249.8 million, or $0.28 per share • Adjusted Funds from Operations ("AFFO") per share increased 2.9% to $1.06 per share, compared to the three months ended March 31, 2024 • Invested $1.4 billion at an initial weighted average cash yield of 7.5% • Net Debt to Annualized Pro Forma Adjusted EBITDA re was 5.4x • Settled 11.2 million shares of outstanding forward sale agreements through our At-The-Market ("ATM") program for gross proceeds of $632.0 million • ATM forward agreements for a total of 4.7 million shares remain unsettled with total expected net proceeds of approximately $265.6 million, of which 3.5 million were sold in April 2025 • Achieved a rent recapture rate of 103.9% on properties re-leased Events subsequent to March 31, 2025: • In April 2025, issued $600.0 million of 5.125% senior unsecured notes due 2035 • In April 2025, closed on the recast and expansion of our credit facilities totaling $5.38 billion, including a $1.38 billion credit facility for our private fund CEO Comments “Realty Income's ability to deliver reliable and stable performance through varying market conditions continues to be a hallmark of our platform,” said Sumit Roy, Realty Income’s President and CEO. “Throughout our history, we have strategically expanded and diversified our portfolio across geographies, asset classes, and investment types. This, combined with our high-quality tenant base, ensures the predictability and durability of our cash flows, which has proven to be especially valuable during periods of uncertainty caused by exogenous factors.” “Our first quarter results reflect the strength of our portfolio and our ability to deploy capital into high-quality opportunities, particularly in Europe. Our size, scale, and breadth of investments, together with access to various capital sources, remain key advantages and reinforce our ability to drive consistent results." Select Financial Results The following summarizes our select financial results (dollars in millions, except per share data): Three months ended March 31, 2025 2024 Total revenue $ 1,380.5 $ 1,260.5 Net income available to common stockholders (1) (2) $ 249.8 $ 129.7 Net income per share $ 0.28 $ 0.16 Funds from operations available to common stockholders (FFO) (3) $ 937.7 $ 785.7 FFO per share $ 1.05 $ 0.94 Normalized funds from operations available to common stockholders (Normalized FFO) (3) $ 937.9 $ 879.8 Normalized FFO per share $ 1.05 $ 1.05 Adjusted funds from operations available to common stockholders (AFFO) (3) $ 949.7 $ 862.9 AFFO per share $ 1.06 $ 1.03 (1) The calculation to determine net income available to common stockholders includes provisions for impairment, gain on sales of real estate, and foreign currency gain and loss. These items can vary from quarter to quarter and can significantly impact net income available to common stockholders and period to period comparisons. (2) Our financial results during the three months ended March 31, 2025 and 2024 were impacted by (i) provisions for impairment of $116.6 million and $89.5 million, respectively, and (ii) merger, transaction, and other costs, net of $94.1 million during the three months ended March 31, 2024 related to our merger with Spirit Realty Capital, Inc. ("Spirit"). (3) FFO, Normalized FFO, and AFFO are non-GAAP financial measures. Normalized FFO is based on FFO and adjusted to exclude merger, transaction, and other costs, net and AFFO further adjusts Normalized FFO for unique revenue and expense items. Please see the Glossary for our definitions and explanations of how we utilize these metrics. Please see pages 9 and 10 herein for reconciliations to the most directly comparable GAAP measure. Dividend Increases In March 2025, we announced the 110 th consecutive quarterly dividend increase, which is the 130 th increase since our listing on the New York Stock Exchange ("NYSE") in 1994. The annualized dividend amount as of March 31, 2025 was $3.222 per share. The amount of monthly dividends paid per share increased 3.4% to $0.796 in the three months ended March 31, 2025 , as compared to $0.770 during the three months ended March 31, 2024 , representing 75.1% of our diluted AFFO per share of $1.06 during the three months ended March 31, 2025. - 2 - Real Estate Portfolio Update As of March 31, 2025, we owned or held interests in 15,627 properties, which were leased to 1,598 clients doing business in 91 industries. Our diversified portfolio of commercial properties under long-term, net lease agreements is actively managed with a weighted average remaining lease term of approximately 9.1 years. Our portfolio of commercial real estate has historically provided dependable rental revenue supporting the payment of monthly dividends. As of March 31, 2025, portfolio occupancy was 98.5% with 231 properties available for lease or sale, as compared to 98.7% as of December 31, 2024, and 98.6% as of March 31, 2024. Our property-level occupancy rates exclude properties with ancillary leases only, such as cell towers and billboards, and properties with possession pending, and include properties owned by unconsolidated joint ventures. Below is a summary of our portfolio activity for the period indicated below: Changes in Occupancy Three months ended March 31, 2025 Properties available for lease at December 31, 2024 205  Lease expirations (1) 244  Re-leases to same client (160) Re-leases to new client (9) Vacant dispositions (49) Properties available for lease at March 31, 2025 231  (1) Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the period indicated above. During the three months ended March 31, 2025, the new annualized base rent on re-leases was $46.22 million, as compared to the previous annual rent of $44.48 million on the same units, representing a rent recapture rate of 103.9% on the units re-leased. Please see the Glossary for our definition of annualized base rent. Investment Summary The following table summarizes our investments in the U.S. and Europe for the period indicated below: Number of Properties Investment ($ in millions) Leasable Square Feet (in thousands) Initial Weighted Average Cash Yield (1) Weighted Average Term (Years) Three months ended March 31, 2025 Acquisitions U.S. real estate 34  $ 201.6  1,038  6.9  % 12.2  Europe real estate 16  824.7  2,689  7.0  % 3.9  Total real estate acquisitions 50  $ 1,026.3  3,727  7.0  % 5.6  Real Estate Properties Under Development U.S. real estate 58  76.7  1,994  7.2  % 16.2  Europe real estate 13  68.7  319  7.5  % 10.8  Total real estate properties under development 71  $ 145.4  2,313  7.3  % 13.6  U.S. other investments (2) —  200.9  —  10.2  % 3.8  Total investments (3) 121  $ 1,372.6  6,040  7.5  % 6.1  (1) Initial Weighted Average Cash Yield is a supplemental operating measure. Cash Income used in the calculation of Initial Weighted Average Cash Yield for investments for the three months ended March 31, 2025 includes $0.8 million received as settlement credits as reimbursement of free rent periods. Please see the Glossary for our definitions of Initial Weighted Average Cash Yield and Cash Income. (2) Includes an investment in a loan for a development project. (3) Clients we have invested in are 71.7% retail, 20.1% industrial, and 8.2% other based on Cash Income. Approximately 23% of the Cash Income generated from acquisitions was from investment grade rated clients, their subsidiaries or affiliated companies at the date of acquisition. Please see the Glossary for our definition of Investment Grade Clients and Cash Income. - 3 - Same Store Rental Revenue The following summarizes our same store rental revenue for 14,702 properties under lease for the three months ended March 31, 2025 (dollars in millions): Three months ended March 31, 2025 2024 % Increase Same store rental revenue $ 1,149.4  $ 1,135.1  1.3  % For purposes of comparability, same store rental revenue is presented on a constant currency basis using the applicable exchange rate as of March 31, 2025. Beginning with the second quarter of 2024, properties acquired through our merger with Spirit were considered under each element of our Same Store Pool criteria, except for the requirement that the property be owned for the full comparative period. If the property was owned by Spirit or Realty Income for the full comparative period and each of the other criteria were met, the property was included in our Same Store Pool. Please see the Glossary to see definitions of our Same Store Pool and Same Store Rental Revenue. Property Dispositions The following summarizes our property dispositions (dollars in millions): Three months ended March 31, 2025 Properties sold 55  Net sales proceeds $ 92.6  Gain on sale of real estate $ 22.5  Liquidity and Capital Markets Liquidity As of March 31, 2025, we had $2.9 billion of liquidity, which consists of cash and cash equivalents of $319.0 million, unsettled ATM forward equity of $69.1 million, and $2.5 billion of availability under our $4.25 billion unsecured revolving credit facility, net of $1.3 billion of borrowing on the revolving credit facility and after deducting $413.4 million in borrowings under our commercial paper programs. We use our unsecured revolving credit facility as a liquidity backstop for the repayment of the notes issued under our commercial paper programs. Capital Raising During the three months ended March 31, 2025, we raised $635.1 million of proceeds from the sale of common stock at a weighted average price of $56.26 per share, primarily through the sale of approximately 11.2 million shares of common stock pursuant to forward sale agreements through our ATM program. As of March 31, 2025, there were approximately 1.2 million shares of unsettled common stock subject to forward sale agreements through our ATM program, representing approximately $69.1 million in expected net proceeds and a weighted average initial gross price of $56.23 per share. ATM net sale proceed amounts assume full physical settlement of all outstanding shares of common stock, subject to such forward sale agreements and certain assumptions made with respect to settlement dates. In April 2025, we issued $600.0 million of 5.125% senior unsecured notes due April 2035 (the "April 2035 Notes"). The public offering price for the April 2035 Notes was 98.371% of the principal amount for an effective semi-annual yield to maturity of 5.337%. Interest is paid semi-annually. Credit Facilities In April 2025, we closed on the recast and expansion of an aggregate $5.38 billion multi-currency unsecured credit facility. Included in the total capacity is a newly-established $1.38 billion unsecured credit facility for our U.S. Core Plus Fund (the "Fund"), a newly formed open-end, perpetual life private fund. The capacity of the Realty Income revolving credit facility is updated to $4.0 billion with an accordion expansion feature up to $5.0 billion, which is subject to obtaining lender commitments. The revolving credit facility is bifurcated into two $2.0 billion tranches, which initially mature on April 29, 2027 and April 29, 2029, respectively, before giving effect to two six-month extension options. Pursuant to the terms of the revolving credit facility, the current A3/A- credit ratings provide for a borrowing rate of 72.5 basis points over the Secured Overnight Financing Rate ("SOFR") for USD borrowings, with a facility commitment fee of 12.5 basis points, for all-in drawn pricing of 85 basis points over the SOFR for USD borrowings. The $1.38 billion capacity of the Fund credit facility consists of a $1.0 billion revolving credit facility and a $380.0 million delayed draw, unsecured term loan. The aggregate facilities under the Fund Credit Agreement can be increased to up to - 4 - $2.0 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments. The Fund revolving credit facility initially matures on April 29, 2029, before giving effect to two six-month extension options, and the $380.0 million delayed draw term loan initially matures on April 29, 2028 and includes two six-month extension options. Earnings Guidance Summarized below are approximate estimates of the key components of our 2025 earnings guidance: Revised 2025 Guidance Prior 2025 Guidance (1) YTD Actuals at March 31, 2025 Net income per share (2) $1.40 - $1.46 $1.52 - $1.58 $0.28 Real estate depreciation per share $2.70 $2.68 $0.68 Other adjustments per share (3) $0.12 $0.02 $0.10 AFFO per share (4) $4.22 - $4.28 $4.22 - $4.28 $1.06 Same store rent growth Approx 1.0% Approx 1.0% 1.3% Occupancy Over 98% Over 98% 98.5% Cash G&A expenses (% of total revenue) (5)(6) Approx 3.0% Approx 3.0% 2.9% Property expenses (non-reimbursements) (% of total revenue) (5) 1.4% - 1.7% 1.4% - 1.7% 1.5% Income tax expenses $80 - $90 million $80 - $90 million $15.7 million Investment volume Approx $4.0 billion Approx $4.0 billion $1.4 billion (1) As issued on February 24, 2025. (2) Net income per share excludes future impairment and foreign currency or derivative gains or losses due to the inherent unpredictability of forecasting these items. (3) Includes net adjustments for gains or losses on sales of properties, impairments, and merger, transaction, and other non-recurring costs. (4) AFFO per share excludes merger, transaction, and other costs, net. (5) Cash G&A represents 'General and administrative' expenses as presented in our consolidated statements of income and comprehensive income, less share-based compensation costs. Total revenue excludes client reimbursements. (6) G&A expenses inclusive of stock-based compensation expense as a percentage of rental revenue, excluding reimbursements, is expected to be approximately 3.4% - 3.7% in 2025. - 5 - Conference Call Information In conjunction with the release of our operating results, we will host a conference call on May 5, 2025 at 2:00 p.m. PDT to discuss the operating results. To access the conference call, dial (833) 816-1264 (United States) or (412) 317-5632 (International). When prompted, please ask for the Realty Income conference call. A telephone replay of the conference call can also be accessed by calling (877) 344-7529 (United States) or (412) 317-0088 (International) and entering the conference ID 5914635. The telephone replay will be available through May 12, 2025. A live webcast will be available in listen-only mode by clicking on the webcast link on the company’s home page at www.realtyincome.com. A replay of the conference call webcast will be available approximately one hour after the conclusion of the live broadcast. No access code is required for this replay. Supplemental Materials Supplemental Operating and Financial Data for the three months ended March 31, 2025 is available on our corporate website at www.realtyincome.com/investors/quarterly-and-annual-results. About Realty Income Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies ® . Founded in 1969, we invest in diversified commercial real estate and, as of March 31, 2025, have a portfolio of over 15,600 properties in all 50 U.S. states, the U.K., and six other countries in Europe. We are known as “The Monthly Dividend Company ® ” and have a mission to invest in people and places to deliver dependable monthly dividends that increase over time. Since our founding, we have declared 658 consecutive monthly dividends and are a member of the S&P 500 Dividend Aristocrats ® index for having increased our dividend for over 30 consecutive years. Additional information about the company can be found at www.realtyincome.com. Forward-Looking Statements This press release 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 press release, the words “estimated,” “anticipated,” “expect,” “believe,” “intend,” “continue,” “should,” “may,” “likely,” “plans,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of our business and portfolio; growth strategies and intentions to acquire or dispose of properties (including geographies, timing, partners, clients and terms); re-leases, re-development and speculative development of properties and expenditures related thereto; future operations and results; the announcement of operating results, strategy, plans, and the intentions of management; guidance; statements made regarding our share repurchase program; settlement of shares of common stock sold pursuant to forward sale confirmations under our ATM program; dividends, including the amount, timing and payments of dividends; and trends in our business, including trends in the market for long-term leases of freestanding, single-client properties. Forward-looking statements are subject to risks, uncertainties, and assumptions about us, which may cause our actual future results to differ materially from expected results. Some of the factors that could cause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic and foreign business, economic, or financial conditions; competition; fluctuating interest and currency rates; inflation and its impact on our clients and us; access to debt and equity capital markets and other sources of funding (including the terms and partners of such funding); continued volatility and uncertainty in the credit markets and broader financial markets; other risks inherent in the real estate business including our clients' solvency, client defaults under leases, increased client bankruptcies, 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; volatility and changes in domestic and foreign laws and the application, enforcement or interpretation thereof (including with respect to income tax laws and rates); property ownership through co-investment ventures, funds, joint ventures, partnerships and other arrangements which may transfer or limit our control of the underlying investments; epidemics or pandemics including measures taken to limit their spread, the impacts on us, our business, our clients, and the economy generally; the loss of key personnel; the outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; the anticipated benefits from mergers and acquisitions; and those additional risks and factors discussed in our reports filed with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are not guarantees of future plans and performance and speak only as of the date of this press release. Actual plans and operating results may differ materially from what is expressed or forecasted in this press release and forecasts made in the forward-looking statements discussed in this press release might not materialize. We do not undertake any obligation to update forward-looking - 6 - statements or publicly release the results of any forward-looking statements that may be made to reflect events or circumstances after the date these statements were made. Investor Relations: Steve Bakke Senior Vice President, Corporate Finance +1 858 284 5425 sbakke@realtyincome.com Kelsey Mueller Vice President, Investor Relations +1 858 284 5023 kmueller@realtyincome.com - 7 - CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) (unaudited) Three months ended March 31, 2025 2024 REVENUE Rental (including reimbursements) (1) $ 1,313,057  $ 1,208,169  Other 67,448  52,316  Total revenue 1,380,505  1,260,485  EXPENSES Depreciation and amortization 608,935  581,064  Interest 268,374  240,614  Property (including reimbursements) 106,681  89,361  General and administrative 44,044  40,842  Provisions for impairment 116,589  89,489  Merger, transaction, and other costs, net 279  94,104  Total expenses 1,144,902  1,135,474  Gain on sales of real estate 22,537  16,574  Foreign currency and derivative (loss) gain, net (2,545) 4,046  Equity in earnings (losses) of unconsolidated entities 4,357  (1,676) Other income, net 7,167  5,446  Income before income taxes 267,119  149,401  Income taxes (15,657) (15,502) Net income 251,462  133,899  Net income attributable to noncontrolling interests (1,647) (1,615) Net income attributable to the Company 249,815  132,284  Preferred stock dividends —  (2,588) Net income available to common stockholders $ 249,815  $ 129,696  Funds from operations available to common stockholders (FFO) $ 937,655  $ 785,683  Normalized funds from operations available to common stockholders (Normalized FFO) $ 937,934  $ 879,787  Adjusted funds from operations available to common stockholders (AFFO) $ 949,716  $ 862,871  Amounts available to common stockholders per common share: Net income, basic and diluted $ 0.28  $ 0.16  FFO per common share, basic and diluted $ 1.05  $ 0.94  Normalized FFO per common share, basic and diluted $ 1.05  $ 1.05  AFFO per common share: Basic $ 1.07  $ 1.03  Diluted $ 1.06  $ 1.03  Cash dividends paid per common share $ 0.7960  $ 0.7695  (1) Includes client reimbursements of $87.4 million and $72.7 million for the three months ended March 31, 2025 and 2024, respectively. Additionally, includes reserves to rental revenue, exclusive of non-cash reserves, of $6.2 million and $1.3 million for the three months ended March 31, 2025 and 2024, respectively. - 8 - FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FUNDS FROM OPERATIONS (Normalized FFO) (in thousands, except per share amounts) (unaudited) FFO and Normalized FFO are non-GAAP financial measures. Please see the Glossary for our definitions and explanations of how we utilize these metrics. Three months ended March 31, 2025 2024 Net income available to common stockholders $ 249,815  $ 129,696  Depreciation and amortization 608,935  581,064  Depreciation of furniture, fixtures and equipment (538) (623) Provisions for impairment of real estate 97,418  88,197  Gain on sales of real estate (22,537) (16,574) Proportionate share of adjustments for unconsolidated entities 6,255  4,674  FFO adjustments allocable to noncontrolling interests (1,693) (751) FFO available to common stockholders $ 937,655  $ 785,683  FFO allocable to dilutive noncontrolling interests 2,425  1,340  Diluted FFO $ 940,080  $ 787,023  FFO available to common stockholders $ 937,655  $ 785,683  Merger, transaction, and other costs, net 279  94,104  Normalized FFO available to common stockholders $ 937,934  $ 879,787  Normalized FFO allocable to dilutive noncontrolling interests 2,425  1,340  Diluted Normalized FFO $ 940,359  $ 881,127  FFO per common share, basic and diluted $ 1.05  $ 0.94  Normalized FFO per common share, basic and diluted $ 1.05  $ 1.05  Distributions paid to common stockholders $ 711,824  $ 636,499  FFO after distributions $ 225,831  $ 149,184  Normalized FFO after distributions $ 226,110  $ 243,288  Weighted average number of common shares used for FFO and Normalized FFO: Basic 891,666  834,940  Diluted 895,033  837,037  - 9 - ADJUSTED FUNDS FROM OPERATIONS (AFFO) (in thousands, except per share amounts) (unaudited) AFFO is a non-GAAP financial measure. Please see the Glossary for our definition and an explanation of how we utilize this metric. Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported AFFO. Three months ended March 31, 2025 2024 Net income available to common stockholders $ 249,815  $ 129,696  Cumulative adjustments to calculate Normalized FFO (1) 688,119  750,091  Normalized FFO available to common stockholders 937,934  879,787  Debt-related non-cash items: Amortization of net debt discounts and deferred financing costs 6,633  1,397  Amortization of acquired interest rate swap value (2) 3,711  2,804  Capital expenditures from operating properties: Leasing costs and commissions (880) (927) Recurring capital expenditures (19) —  Other non-cash items: Non-cash change in allowance for credit losses (3) 19,171  1,292  Amortization of share-based compensation 5,899  9,252  Straight-line rent and expenses, net (43,812) (44,860) Amortization of above and below-market leases, net 15,326  14,274  Deferred tax benefit (104) —  Proportionate share of adjustments for unconsolidated entities 37  920  Other adjustments (4) 5,820  (1,068) AFFO available to common stockholders $ 949,716  $ 862,871  AFFO allocable to dilutive noncontrolling interests 2,401  1,359  Diluted AFFO $ 952,117  $ 864,230  AFFO per common share: Basic $ 1.07  $ 1.03  Diluted $ 1.06  $ 1.03  Distributions paid to common stockholders $ 711,824  $ 636,499  AFFO after distributions $ 237,892  $ 226,372  Weighted average number of common shares used for AFFO: Basic 891,666  834,940  Diluted 895,033  837,037  (1) See Normalized FFO calculations on page 9 for reconciling items. (2) Includes the amortization of the purchase price allocated to interest rate swaps acquired in the Spirit merger. (3) Credit losses primarily relate to the impairment of financing receivables. (4) Includes non-cash foreign currency losses (gains) from remeasurement to USD, mark-to-market adjustments on investments and derivatives that are non-cash in nature, obligations related to financing lease liabilities, and adjustments allocable to noncontrolling interests. - 10 - HISTORICAL FFO AND AFFO (in thousands, except per share amounts) (unaudited) For the three months ended March 31, 2025 2024 2023 2022 2021 Net income available to common stockholders $ 249,815  $ 129,696  $ 225,016  $ 199,369  $ 95,940  Depreciation and amortization, net of furniture, fixtures and equipment 608,397  580,441  450,935  403,284  177,614  Provisions for impairment of real estate 97,418  88,197  13,178  7,038  2,720  Gain on sales of real estate (22,537) (16,574) (4,279) (10,156) (8,401) Proportionate share of adjustments for unconsolidated entities 6,255  4,674  —  2,235  —  FFO adjustments allocable to noncontrolling interests (1,693) (751) (559) (354) (166) FFO available to common stockholders $ 937,655  $ 785,683  $ 684,291  $ 601,416  $ 267,707  Merger, transaction, and other costs, net 279  94,104  1,307  6,519  —  Normalized FFO available to common stockholders $ 937,934  $ 879,787  $ 685,598  $ 607,935  $ 267,707  FFO per diluted share $ 1.05  $ 0.94  $ 1.03  $ 1.01  $ 0.72  Normalized FFO per diluted share $ 1.05  $ 1.05  $ 1.04  $ 1.02  $ 0.72  AFFO available to common stockholders $ 949,716  $ 862,871  $ 650,728  $ 580,098  $ 318,222  AFFO per diluted share $ 1.06  $ 1.03  $ 0.98  $ 0.98  $ 0.86  Cash dividends paid per common share $ 0.7960  $ 0.7695  $ 0.7515  $ 0.7395  $ 0.7035  Weighted average diluted shares outstanding - FFO and Normalized FFO 895,033  837,037  663,034  595,103  371,602  Weighted average diluted shares outstanding - AFFO 895,033  837,037  663,034  595,103  372,065  - 11 - ADJUSTED EBITDA re (dollars in thousands) (unaudited) Adjusted EBITDA re , Annualized Adjusted EBITDA re , Pro Forma Adjusted EBITDA re , Annualized Pro Forma Adjusted EBITDA re , Net Debt/Annualized Adjusted EBITDA re, Net Debt/Annualized Pro Forma Adjusted EBITDA re, Net Debt and Preferred Stock/ Annualized Adjusted EBITDA re , and Net Debt and Preferred Stock/ Annualized Pro Forma Adjusted EBITDA re are non-GAAP financial measures. Please see the Glossary for our definition and an explanation of how we utilize these metrics. Three months ended March 31, 2025 2024 Net income $ 251,462  $ 133,899  Interest 268,374  240,614  Income taxes 15,657  15,502  Depreciation and amortization 608,935  581,064  Provisions for impairment 116,589  89,489  Merger, transaction, and other costs, net 279  94,104  Gain on sales of real estate (22,537) (16,574) Foreign currency and derivative loss (gain), net 2,545  (4,046) Proportionate share of adjustments from unconsolidated entities 19,488  15,236  Quarterly Adjusted EBITDA re $ 1,260,792  $ 1,149,288  Annualized Adjusted EBITDA re (1) $ 5,043,168  $ 4,597,152  Annualized Pro Forma Adjustments $ 78,683  $ 82,199  Annualized Pro Forma Adjusted EBITDA re $ 5,121,851  $ 4,679,351  Total debt per the consolidated balance sheet, excluding deferred financing costs and net premiums and discounts $ 27,296,346  $ 25,598,604  Proportionate share of unconsolidated entities debt, excluding deferred financing costs 659,190  659,190  Less: Cash and cash equivalents (319,007) (680,159) Net Debt (2) $ 27,636,529  $ 25,577,635  Preferred Stock —  167,394  Net Debt and Preferred Stock $ 27,636,529  $ 25,745,029  Net Debt/Annualized Adjusted EBITDA re 5.5  x 5.6  x Net Debt/Annualized Pro Forma Adjusted EBITDA re 5.4  x 5.5  x Net Debt and Preferred Stock/ Annualized Adjusted EBITDA re 5.5  x 5.6  x Net Debt and Preferred Stock/ Annualized Pro Forma Adjusted EBITDA re 5.4  x 5.5  x (1) We calculate Annualized Adjusted EBITDA re by multiplying the Quarterly Adjusted EBITDA re by four. (2) Net Debt is total debt per our consolidated balance sheets, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents. The Annualized Pro Forma Adjustments, which include transaction accounting adjustments in accordance with U.S GAAP, consist of adjustments to incorporate Adjusted EBITDA re from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDA re from investments 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. Our calculation includes all adjustments consistent with the requirements to present Adjusted EBITDA re on a pro forma basis in accordance with Article 11 of Regulation S-X. The Annualized Pro Forma Adjustments are consistent with the debt service coverage ratio calculated under financial covenants for our senior unsecured notes. The following table summarizes our Annualized Pro Forma Adjustments related to our Annualized Pro Forma Adjusted EBITDA re calculation for the periods indicated below (in thousands): Three months ended March 31, 2025 2024 Annualized pro forma adjustments from investments acquired or stabilized $ 76,606  $ 83,152  Annualized pro forma adjustments from investments disposed 2,077  (953) Annualized Pro Forma Adjustments $ 78,683  $ 82,199  - 12 - Adjusted Free Cash Flow (in thousands) (unaudited) Adjusted Free Cash Flow and Annualized Adjusted Free Cash Flow are non-GAAP financial measures. Please see the Glossary for our definition and an explanation of how we utilize these metrics. Three months ended March 31, 2025 2024 Net cash provided by operating activities $ 787,516  $ 778,673  Capital expenditures (1) (16,181) (5,610) Distributions paid to common stockholders (711,824) (636,499) Distributions paid to preferred stockholders —  (2,588) Merger, transaction, and other costs, net (2) 279  69,353  Changes in net working capital 153,834  6,724  Adjusted Free Cash Flow $ 213,624  $ 210,053  Annualized Adjusted Free Cash Flow $ 854,496  $ 840,212  (1) Excludes capital expenditures which directly generate incremental rental revenue on our leases. (2) Excludes share-based compensation costs recognized in merger, transaction, and other costs, net during the three months ended March 31, 2024. - 13 - CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (unaudited) March 31, 2025 December 31, 2024 ASSETS Real estate held for investment, at cost: Land $ 17,724,549  $ 17,320,520  Buildings and improvements 41,693,098  40,974,535  Total real estate held for investment, at cost 59,417,647  58,295,055  Less accumulated depreciation and amortization (7,758,675) (7,381,083) Real estate held for investment, net 51,658,972  50,913,972  Real estate and lease intangibles held for sale, net 120,251  94,979  Cash and cash equivalents 319,007  444,962  Accounts receivable, net 952,410  877,668  Lease intangible assets, net 6,216,454  6,322,992  Goodwill 4,932,199  4,932,199  Investment in unconsolidated entities 1,233,700  1,229,699  Other assets, net 4,324,703  4,018,568  Total assets $ 69,757,696  $ 68,835,039  LIABILITIES AND EQUITY Distributions payable $ 244,575  $ 238,045  Accounts payable and accrued expenses 730,064  759,416  Lease intangible liabilities, net 1,609,085  1,635,770  Other liabilities 915,959  923,128  Revolving credit facility and commercial paper 1,701,896  1,130,201  Term loans, net 2,392,299  2,358,417  Mortgages payable, net 42,606  80,784  Notes payable, net 22,879,025  22,657,592  Total liabilities $ 30,515,509  $ 29,783,353  Stockholders’ equity: Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 903,062 and 891,511 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively $ 48,075,527  $ 47,451,068  Distributions in excess of net income (9,117,085) (8,648,559) Accumulated other comprehensive income 72,819  38,229  Total stockholders’ equity $ 39,031,261  $ 38,840,738  Noncontrolling interests 210,926  210,948  Total equity $ 39,242,187  $ 39,051,686  Total liabilities and equity $ 69,757,696  $ 68,835,039  - 14 - GLOSSARY Adjusted EBITDA re. The National Association of Real Estate Investment Trusts (Nareit) established an EBITDA metric for real estate companies (i.e., EBITDA for real estate, or EBITDA re ) it believed would provide investors with a consistent measure to help make investment decisions among certain REITs. Our definition of “Adjusted EBITDA re ” is generally consistent with the Nareit definition, other than our adjustment to remove foreign currency and derivative gain and loss and merger, transaction, and other costs, net. We define Adjusted EBITDA re , a non-GAAP financial measure, for the most recent quarter as earnings (net income) before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization, (iv) provisions for impairment, (v) merger, transaction, and other costs, net, (vi) gain on sales of real estate, (vii) foreign currency and derivative gain and loss, net, and (viii) our proportionate share of adjustments from unconsolidated entities. Our Adjusted EBITDA re may not be comparable to Adjusted EBITDA re  reported by other companies or as defined by Nareit, and other companies may interpret or define Adjusted EBITDA re  differently than we do. Management believes Adjusted EBITDA re to be a meaningful measure of a REIT’s performance because it provides a view of our operating performance, analyzes our ability to meet interest payment obligations before the effects of income tax, depreciation and amortization expense, provisions for impairment, gain on sales of real estate and other items, as defined above, that affect comparability, including the removal of non-recurring and non-cash items that industry observers believe are less relevant to evaluating the operating performance of a company. In addition, EBITDA re is widely followed by industry analysts, lenders, investors, rating agencies, and others as a means of evaluating the operational cash generating capacity of a company prior to servicing debt obligations. Management also believes the use of an annualized quarterly Adjusted EBITDA re  metric is meaningful because it represents our current earnings run rate for the period presented. The ratio of our total debt to our annualized quarterly Adjusted EBITDA re  is also used to determine vesting of performance share awards granted to our executive officers. Adjusted EBITDA re  should be considered along with, but not as an alternative to, net income as a measure of our operating performance. Adjusted Free Cash Flow , a non-GAAP financial measure, is defined as net cash provided by operating activities, less certain capital expenditures, dividends paid, merger, transaction, and other costs, net, and changes in net working capital. The Company updated its definition of Adjusted Free Cash Flow in the first quarter 2025 and all periods were recast to reflect the change. We believe adjusted free cash flow to be a useful liquidity measure for us and our investors by helping to evaluate our ability to generate cash beyond what is needed to fund capital expenditures, debt service and other obligations. Notwithstanding cash on hand and incremental borrowing capacity, adjusted free cash flow reflects our ability to grow our business through investments and acquisitions, as well as our ability to return cash to shareholders through dividends. Adjusted free cash flow is not considered under generally accepted accounting principles to be a primary measure of an entity’s residual cash flow available for discretionary spending, and accordingly should not be considered an alternative to operating income, net income, or amounts shown in our consolidated statements of cash flows. Annualized Adjusted Free Cash Flow, a non-GAAP financial measure, is calculated by annualizing Adjusted Free Cash Flow. Adjusted Funds From Operations (AFFO) , a non-GAAP financial measure, is defined as FFO adjusted for unique revenue and expense items, which we believe are not as pertinent to the measurement of our ongoing operating performance. Most companies in our industry use a similar measurement to AFFO, but they may use the term "CAD" (for Cash Available for Distribution) or "FAD" (for Funds Available for Distribution). We believe AFFO provides useful information to investors because it is a widely accepted industry measure of the operating performance of real estate companies used by the investment community. 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 ongoing 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. Annualized Adjusted EBITDA re , a non-GAAP financial measure, is calculated by annualizing Adjusted EBITDA re. Annualized Base Rent of our acquisitions and properties under development is the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables, as of the balance sheet date, multiplied by 12, excluding percentage rent, interest income on loans and preferred equity investments, and including our pro rata share of such revenues from properties owned by unconsolidated joint ventures. We believe total annualized base rent is a useful supplemental operating measure, as it excludes entities that were no longer owned at the balance sheet date and includes the annualized rent from properties acquired during the quarter. Total annualized base rent has not been reduced to reflect reserves recorded as reductions to GAAP rental revenue in the periods presented. Annualized Pro Forma Adjusted EBITDA re , a non-GAAP financial measure, is defined as Adjusted EBITDA re , which includes transaction accounting adjustments in accordance with U.S. GAAP, consists of adjustments to incorporate Adjusted EBITDA re from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDA re from investments we disposed of during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable quarter. Our calculation includes all adjustments consistent with the requirements to present Adjusted EBITDA re on a pro forma basis in accordance with Article 11 of Regulation S-X. The annualized pro forma adjustments are consistent with the debt service coverage ratio calculated under financial covenants for our senior unsecured notes and bonds. Cash Income represents expected rent for real estate acquisitions as well as rent to be received upon completion of the properties under development. For unconsolidated entities, this represents our pro rata share of the cash income. For loans receivable and preferred equity investments, this represents earned interest income and preferred dividend income, respectively. Funds From Operations (FFO) , a non-GAAP financial measure, consistent with the Nareit definition, is 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 gain on property sales. Presentation of the information regarding 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 and AFFO in the same way, so comparisons with other REITs may not be meaningful. FFO and AFFO should not be considered alternatives to reviewing our cash flows from operating, investing, and financing activities. In addition, FFO and AFFO should not be considered measures of liquidity, of our ability to make cash distributions, or of our ability to pay interest payments. We consider FFO to be an appropriate supplemental measure of a REIT’s operating performance as it is based on a net income analysis of property portfolio performance that adds back items such as depreciation and impairments for 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. The use of FFO is recommended by the REIT industry as a supplemental performance measure. In addition, FFO is used as a measure of our compliance with the financial covenants of our credit facility. Initial Weighted Average Cash Yield for acquisitions and properties under development is computed as Cash Income for the first twelve months following the acquisition date, divided by the total cost of the property (including all expenses borne by us), and includes our pro-rata share of Cash Income from unconsolidated joint ventures. Initial weighted average cash yield for loans receivable is computed using the Cash Income for the first twelve months following the acquisition date, divided by the total cost of the investment. Investment Grade Clients are our 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). - 15 - GLOSSARY (Continued) Net Debt/Annualized Adjusted EBITDA re , a ratio used by management as a measure of leverage, is calculated as net debt (which we define as total debt per our consolidated balance sheet, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents), divided by Annualized Adjusted EBITDA re . Net Debt/Annualized Pro Forma Adjusted EBITDA re , a ratio used by management as a measure of leverage, is calculated as net debt (which we define as total debt per our consolidated balance sheet, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents), divided by Annualized Pro Forma Adjusted EBITDA re . Net Debt and Preferred Stock/Annualized Adjusted EBITDA re , a ratio used by management as a measure of leverage, is calculated as net debt (which we define as total debt per our consolidated balance sheet, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents) plus our preferred stock, divided by Annualized Adjusted EBITDAre. In September 2024, we redeemed all 6.9 million shares of Realty Income Series A Preferred Stock outstanding. Net Debt and Preferred Stock/Annualized Pro Forma Adjusted EBITDA r e , a ratio used by management as a measure of leverage, is calculated as net debt (which we define as total debt per our consolidated balance sheet, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, plus preferred stock, less cash and cash equivalents) divided by Annualized Pro Forma Adjusted EBITDAre. In September 2024, we redeemed all 6.9 million shares of Realty Income Series A Preferred Stock outstanding. Normalized Funds from Operations Available to Common Stockholders (Normalized FFO) , a non-GAAP financial measure, is FFO excluding merger, transaction, and other costs, net. Same Store Pool , for purposes of determining the properties used to calculate our same store rental revenue, includes all properties that we 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 were: (i) vacant at any time,(ii) under development or redevelopment, or (iii) involved in eminent domain and rent was reduced. Same Store Rental Revenue excludes straight-line rent, the amortization of above and below-market leases, and reimbursements from clients for recoverable real estate taxes and operating expenses. For purposes of comparability, same store rental revenue is presented on a constant currency basis by applying the exchange rate as of the balance sheet date to base currency rental revenue. - 16 -
the item shown at left
other guidance in this release
Text is the filed exhibit, verbatim.