Realty Income (O) Risk Factor Changes

We have incurred and may continue to incur indebtedness that is denominated in local currencies to fund our international investments and operations.

We are subject to complex and changing laws, regulations, policies and executive orders, locally, internationally and federally and the enforcement and interpretations thereof, and compliance with these laws, regulati…

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.

Our measures to prevent, detect and mitigate these threats may not be successful in preventing a security incident or data breach or limiting the effects of such a breach.

The risk of a cybersecurity breach or operational disruption, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted a…

We depend on the efforts of our executive officers and key employees and the loss of their services could have a material adverse effect on our results of operations or financial condition.

•Failure to achieve the perceived benefits of mergers, acquisitions, co-investment ventures, new verticals, or other revenue-generating activities.

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

•Litigation and regulatory investigations and proceedings;

•Interest rates, increases in which may have an adverse effect on the market value of our capital stock and debt securities, inflation and foreign exchange rates;

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

We intend to incur additional indebtedness in the future which may be pursuant to accordion expansion features of our revolving credit and term loan facilities, the Fund, mergers, acquisitions, joint ventures, partner…

We have incurred significant indebtedness, including borrowings under our $4.0 billion unsecured credit facilities, our term loans and our $3.0 billion commercial paper programs.

Our future growth will depend upon our ability to raise additional capital.

The occurrence of a bankruptcy or insolvency could diminish or eliminate the income we receive from our leases, loans, guarantees, and other financing agreements.

We are subject to the credit risk of our clients, borrowers and guarantors in connection with their rental and other financial obligations owed to us under applicable leases, loans, guarantees, and other financing agr…

Downturns in any of the industries in which our clients operate as well as high interest rates, inflation and the imposition of tariffs, could adversely affect our clients, which in turn could also have a material adv…

Cash flow from operations and our ability to maintain or increase our current dividend levels depends in part on our ability to lease space to our clients on economically favorable terms and to collect rent from our c…

Negative market conditions, global economic and political uncertainties or adverse events affecting our existing or potential clients or the industries in which they operate, could have an adverse impact on our abilit…

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.

Federal income taxation laws are constantly under review and may change.

We are 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 Internal Revenue Code of 1986, as amended (the "Code").

Our business is subject to risks associated with the effects of climate change and a market shift to a lower carbon economy and may be subject to further risks in the future.

Changing and increasing expectations from regulators and other stakeholders regarding sustainability practices and reporting could impact our business practices, cause us to incur additional costs and expose us to new…

•In general and subject to the terms of the applicable governing documents, our partners or investors may request to exit or redeem their investment, and may do so simultaneously, causing the venture or fund to seek c…

We have and may continue to make investments and utilize transaction structures that are outside of our traditional business, including entering into new asset classes, such as casinos, data centers, power centers, re…

We may engage in development, speculative development or other expansion projects, which could require us to raise capital directly or through co-investment ventures and obtain state and local permits.

We have incurred and may continue to incur indebtedness that is denominated in local currencies to fund our international investments and operations.

We also engage external asset, fund and property managers, directors, trustees, contractors, and other third parties who assist with managing our international properties.

•Unexpected, new or other changes in regulatory requirements (including disclosure requirements) within jurisdictions outside the U.S., trade disputes between the U.S.

•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, and our operating costs may be disproportionately higher;

•Fluctuations in exchange rates between foreign currencies and the USD (including risks related to their impact on our results of operations, hedging and other derivative arrangements used to mitigate our exposure to…

•Complying with a wide variety of foreign laws, including anti-financial crime, employment, data protection, such as the General Data Protection Regulation, energy usage, health, safety, environmental regulations whic…

•The laws, rules and regulations applicable in such jurisdictions outside of the U.S., including those related to property ownership, control by foreign entities and the enforcement of our rights and remedies which co…

In addition, the same factors that may impact the valuation of our existing portfolio, as otherwise discussed in this Annual Report on Form 10-K, may also impact the portfolios to be held by the Fund or co-investment…

The Fund or other co-investment ventures are expected to involve additional risks, including compliance risks and additional regulatory risks, that we would not otherwise face, including the risks inherent in owning,…

As previously publicly disclosed, we formed and announced closings with respect to our open-end, perpetual life private capital vehicle (the "Fund"), and other joint venture or programmatic relationships.

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…

There may be environmental conditions associated with our properties of which we are unaware.

We have made and may continue to make acquisitions of properties (including through the use of alternative lease and acquisition structures such as joint ventures, partnerships, funds and other structures) or engage i…

Our future success will depend, in part, upon our ability to manage our mergers and acquisitions, and expansion opportunities under prevailing market conditions.

Real estate investments are illiquid.

•Acts of God, terrorism or war, and other factors beyond the control of our management.

•Risks assumed as manager or financier for development or redevelopment projects;

•Property damage or casualty losses, including physical or weather-related damage to properties;

•Changes in tax, real estate, zoning and environmental laws that may have an adverse impact upon the value of real estate or that may limit or restrict our ability to pass certain management, repair, property, insuran…

•Flat leases, leases with above-market rental rates or renewal of leases at lower rental rates;

•Inability to re-lease properties upon termination of existing leases;

Our measures to prevent, detect and mitigate these threats may not be successful in preventing a security incident or data breach or limiting the effects of such a breach.

From time to time, we are involved in legal proceedings, lawsuits, and other claims including those that may arise out of mergers and acquisitions, acquisitions, development opportunities, dispositions, disputes with…

Prices of common stock and debt securities in the U.S., trading markets have experienced extreme price fluctuations, and the market values of our common stock and debt securities have also fluctuated significantly dur…

•Changes in tax, legal and regulatory obligations, including without limitation due to changes in federal, state, or local governing administrations;

•General economic, political and financial market conditions;

The effects of climate change may lead to increased costs for us and our clients to adapt to the demands and expectations of lowering our carbon footprint, including with respect to setting carbon reduction targets, i…

Our U.S.

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

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.

•Our partners or investors may share certain approval rights over major decisions or have the ability to appoint persons to governing bodies;

exchange rates, we may not realize the anticipated benefits from these arrangements or these arrangements may be insufficient to mitigate our exposure.

Such risks may adversely impact our anticipated fund business's or our other co-investment ventures' financial position or results of operation.

management fee structures and other incentive fees, on terms that are beneficial to us, and the inherent conflicts that may exist in allocating investment opportunities effectively between us and the fund or such othe…

While we maintain environmental insurance policies, our insurance could be unavailable or insufficient to address an environmental liability and/or we could be unable to obtain insurance for environmental matters at a…

responsible for other expenses and liabilities with respect to the property, including property taxes, insurance and maintenance costs.

•Changes in consumer behaviors, preferences or demographics;

•The need to periodically renovate and repair our properties;

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

The credit agreements each provide 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 reor…

Our revolving credit facility, our term loan facilities, and our mortgage loan documents contain provisions that could limit or, in certain cases, prohibit the payment of dividends and other distributions to holders o…

We have incurred and may continue to incur indebtedness that is denominated in local currencies to fund our international investments and operations.

In connection with the consummation of the closing of the merger (the “Merger”) with Spirit on January 23, 2024, we effectively assumed Spirit’s existing term loans with various lenders.

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 $5.25 billion.

We intend to incur additional indebtedness in the future, including borrowings under our $4.25 billion unsecured revolving credit facility and our $3.0 billion commercial paper programs.

•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…

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

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

•We could be subject to a federal alternative minimum tax and possibly increased state and local taxes;

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

•We would be required to pay regular U.S.

•Epidemics, 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;

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 se…

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 deb…

Further, we also rely on innovation in our IT and our use of or inability to adopt and deliver new technological capabilities and enhancements in line with strategic objectives, including artificial intelligence and m…

From time to time, we are involved in legal proceedings, lawsuits, claims, regulatory inquiries, investigations, and other disputes that arise in the ordinary course of business.

Common stock and debt securities prices in the U.S.

•Tariffs, trade disputes, geopolitical tensions and instability, and other macroeconomic developments;

•Changes in tax, legal and regulatory laws and obligations;

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 f…

Our credit agreements, mortgages and other debt documents 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.

Risks Related to Our Liquidity and Capital Resources

The bankruptcy or insolvency of a client, borrower or guarantor could result in the termination of the lease agreement, loan agreement, or guarantee, as applicable.

•Epidemics or pandemics that affect regions in which our clients operate in;

•Trade disputes, supply chain disruptions, the possibility of changes to international trade agreements, tariffs and other regulatory actions;

•Global economic (e.g., inflation, fluctuations in interest rates or foreign exchange rates, economic downturns or recessions), political and financial market conditions including as a result of geopolitical tensions…

The success of our business is dependent on the financial stability of the clients occupying our properties.

Our success is dependent on the financial stability of our clients.

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.

Many of our properties are also covered by flood and earthquake insurance policies (subject to substantial deductibles) obtained and paid for by our clients as part of their risk management programs.

We invest in debt instruments relating to real estate-related assets, which subject us to additional potential risks, including with respect to fluctuations in the value of the underlying assets, the risks of delinque…

Our loans and investments, including in subordinated debt, expose us to risks associated with debt-oriented real estate investments generally.

•Our agreements may contain certain exclusivity provisions or other restrictive covenants that may limit our flexibility to respond to other opportunities or financings or to optimize the terms of other transactions;