Edgar Filing: REALTY INCOME CORP

riq311_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2011, or

o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

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 Number)

600 La Terraza Boulevard, Escondido, California 92025-3873

(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (760) 741-2111

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 x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). YES x NO o

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

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

There were 133,205,842 shares of common stock outstanding as of October 20, 2011.

REALTY INCOME CORPORATION

Form 10-Q

September 30, 2011

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		Page
Item 1:	Financial Statements
	Consolidated Balance Sheets		2
	Consolidated Statements of Income		3
	Consolidated Statements of Cash Flows		4
	Notes to Consolidated Financial Statements		5
Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations
	Forward-Looking Statements		18
	The Company		19
	Recent Developments		21
	Liquidity and Capital Resources		24
	Results of Operations		29
	Funds from Operations Available to Common Stockholders (FFO)		36
	Adjusted Funds from Operations Available to Common Stockholders (AFFO)		37
	Property Portfolio Information		38
	Impact of Inflation		44
	Impact of Recent Accounting Pronouncements		44
	Other Information		44
Item 3:	Quantitative and Qualitative Disclosures About Market Risk		44
Item 4:	Controls and Procedures		45
PART II. OTHER INFORMATION
Item 1A:	Risk Factors		46
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds		46
Item 6:	Exhibits		46
SIGNATURE			49

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PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

REALTY INCOME CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

September 30, 2011 and December 31, 2010

(dollars in thousands, except per share data)

	2011			2010
ASSETS	(unaudited)
Real estate, at cost:
Land	$	1,689,523		$	1,520,413
Buildings and improvements		3,111,258			2,592,449
Total real estate, at cost		4,800,781			4,112,862
Less accumulated depreciation and amortization		(786,863	)		(711,615	)
Net real estate held for investment		4,013,918			3,401,247
Real estate held for sale, net		4,158			3,631
Net real estate		4,018,076			3,404,878
Cash and cash equivalents		5,543			17,607
Accounts receivable, net		12,065			11,301
Goodwill		17,206			17,206
Other assets, net		221,884			84,598
Total assets	$	4,274,774		$	3,535,590

LIABILITIES AND STOCKHOLDERS' EQUITY
Distributions payable	$	21,360		$	19,051
Accounts payable and accrued expenses		34,538			47,019
Other liabilities		28,584			22,555
Line of credit payable		96,600			--
Mortgages payable, net		68,150			--
Notes payable		1,750,000			1,600,000
Total liabilities		1,999,232			1,688,625

Commitments and contingencies

Stockholders' equity:
Preferred stock and paid in capital, par value $0.01 per share,
20,000,000 shares authorized, 13,900,000 shares issued
and outstanding in 2011 and 2010		337,790			337,790
Common stock and paid in capital, par value $0.01 per share,
200,000,000 shares authorized, 133,202,323 and 118,058,988
shares issued and outstanding as of September 30, 2011 and
December 31, 2010, respectively		2,560,612			2,066,287
Distributions in excess of net income		(622,860	)		(557,112	)
Total stockholders' equity		2,275,542			1,846,965
Total liabilities and stockholders' equity	$	4,274,774		$	3,535,590

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

For the three and nine months ended September 30, 2011 and 2010

(dollars in thousands, except per share data)

(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010

REVENUE
Rental	$	106,808		$	86,749		$	306,746		$	251,237
Other		488			84			886			385
Total revenue		107,296			86,833			307,632			251,622

EXPENSES
Depreciation and amortization		31,869			23,941			87,542			70,145
Interest		28,550			25,135			79,318			68,106
General and administrative		7,143			6,165			23,001			19,526
Property		1,698			1,742			5,102			5,324
Income taxes		367			335			1,102			890
Total expenses		69,627			57,318			196,065			163,991
Income from continuing operations		37,669			29,515			111,567			87,631
Income from discontinued operations		3,111			2,139			4,460			5,276
Net income		40,780			31,654			116,027			92,907
Preferred stock cash dividends		(6,063	)		(6,063	)		(18,190	)		(18,190	)
Net income available to common stockholders	$	34,717		$	25,591		$	97,837		$	74,717

Amounts available to common stockholders per common share:
Income from continuing operations:
Basic	$	0.25		$	0.23		$	0.75		$	0.67
Diluted	$	0.25		$	0.23		$	0.75		$	0.67
Net income:
Basic	$	0.27		$	0.25		$	0.79		$	0.72
Diluted	$	0.27		$	0.25		$	0.79		$	0.72

Weighted average common shares outstanding:
Basic		126,376,201			103,830,029			123,921,317			103,781,108
Diluted		126,582,609			103,977,023			124,013,142			103,887,679

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

For the nine months ended September 30, 2011 and 2010

(dollars in thousands)(unaudited)

	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	116,027		$	92,907
Adjustments to net income:
Depreciation and amortization		87,542			70,145
Income from discontinued operations		(4,460	)		(5,276	)
Gain on sale of land		(210	)		--
Amortization of share-based compensation		6,098			4,824
Amortization of net premiums on mortgages payable		(98	)		--
Provision for impairment on real estate held for investment		10			--
Cash provided by discontinued operations:
Real estate		773			2,055
Collection of principal on notes receivable		110			103
Change in assets and liabilities:
Accounts receivable and other assets		8,672			7,023
Accounts payable, accrued expenses and other liabilities		(15,217	)		(15,020	)
Net cash provided by operating activities		199,247			156,761
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of income producing investment properties		(766,148	)		(304,615	)
Proceeds from the sales of real estate:
Continuing operations		783			--
Discontinued operations		11,692			15,294
Restricted escrow deposits		(2,830	)		(5,687	)
Net cash used in investing activities		(756,503	)		(295,008	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash distributions to common stockholders		(161,276	)		(134,700	)
Cash dividends to preferred stockholders		(18,190	)		(18,190	)
Borrowings under line of credit		378,100			408,700
Payments on line of credit		(281,500	)		(413,300	)
Principal payments on mortgages		(138	)		--
Proceeds from common stock offerings, net		489,236			196,899
Proceeds from bonds issued, net of financing costs of $9,923		140,077			--
Proceeds from notes issued, net of financing costs of $3,869		--			246,131
Proceeds from dividend reinvestment and stock purchase plan, net		1,242			--
Other items		(2,359	)		(1,737	)
Net cash provided by financing activities		545,192			283,803
Net increase (decrease) in cash and cash equivalents		(12,064	)		145,556
Cash and cash equivalents, beginning of period		17,607			10,026
Cash and cash equivalents, end of period	$	5,543		$	155,582

For supplemental disclosures, see note 13.

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

September 30, 2011

(unaudited)

1.	Management Statement

The consolidated financial statements of Realty Income Corporation ("Realty Income", the "Company", "we", "our" or "us") were prepared from our books and records without audit and include all adjustments (consisting of only normal recurring accruals) necessary to present a fair statement of results for the interim period presented. Readers of this quarterly report should refer to our audited consolidated financial statements for the year ended December 31, 2010, which are included in our 2010 Annual Report on Form 10-K, as certain disclosures that would substantially duplicate those contained in the audited financial statements have not been included in this report.

We report, in discontinued operations, the results of operations of properties that have either been disposed of or are classified as held for sale. As a result of these discontinued operations, certain of the 2010 balances have been reclassified to conform to the 2011 presentation.

At September 30, 2011, we owned 2,600 properties, located in 49 states, containing over 26.8 million leasable square feet, along with three properties owned by our wholly-owned taxable REIT subsidiary, Crest Net Lease, Inc., or Crest.

2.	Summary of Significant Accounting Policies and Procedures and Recent Accounting Pronouncements

A. The accompanying consolidated financial statements include the accounts of Realty Income and other entities for which we make operating and financial decisions (i.e., control), after elimination of all material intercompany balances and transactions. We have no unconsolidated or off-balance sheet investments in variable interest entities.

B. We have elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code. We believe we have qualified and continue to qualify as a REIT. Under the REIT operating structure, we are permitted to deduct distributions paid to our stockholders and 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 the federal income taxes of Crest, which are included in discontinued operations. The income taxes recorded on our consolidated statements of income represent amounts paid by Realty Income for city and state income and franchise taxes.

C. We recognize an allowance for doubtful accounts relating to accounts receivable for amounts deemed uncollectible. We consider tenant specific issues, such as financial stability and ability to pay rent, when determining collectability of accounts receivable and appropriate allowances to record. The allowance for doubtful accounts was $1.4 million at September 30, 2011 and $1.1 million at December 31, 2010.

	September 30,		December 31,
D. Other assets consist of the following (dollars in thousands) at:	2011		2010
Value of in-place and above market leases, net	$	150,124	$	26,221
Deferred bond financing costs, net		22,729		14,203
Notes receivable issued in connection with Crest property sales		21,965		22,075
Note receivable assumed in connection with 2011 acquisitions		8,780		--
Prepaid expenses		8,236		8,431
Restricted escrow deposits		2,830		6,361
Credit facility origination costs, net		3,508		4,619
Deferred financing costs on assumed mortgages payable, net		835		--
Corporate assets, net of accumulated depreciation and amortization		739		827
Other items		2,138		1,861
	$	221,884	$	84,598

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E. Distributions payable consist of the following declared	September 30,		December 31,
distributions (dollars in thousands) at:		2011		2010
Common stock distributions	$	19,339	$	17,030
Preferred stock dividends		2,021		2,021
	$	21,360	$	19,051

F. Accounts payable and accrued expenses consist of the	September 30,		December 31,
following (dollars in thousands) at:		2011		2010
Bond interest payable	$	12,925	$	33,240
Accrued costs on properties under development		5,023		420
Other items		16,590		13,359
	$	34,538	$	47,019

	September 30,		December 31,
G. Other liabilities consist of the following (dollars in thousands) at:	2011		2010
Rent received in advance	$	17,496	$	14,564
Value of in-place below-market leases, net		6,600		3,452
Security deposits		4,488		4,539
	$	28,584	$	22,555

H. Goodwill is tested for impairment during the second quarter of each year as well as when events or circumstances occur indicating that our goodwill might be impaired. During our test for impairment of goodwill during the second quarters of 2011 and 2010, we determined that the estimated fair values of our reporting units exceeded their carrying values. We did not record any impairment on our existing goodwill in 2011 or 2010.

I. Impact of Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update, or ASU, No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. Effective for periods beginning after December 15, 2011, ASU No. 2011-04 clarifies how a principal market is determined, addresses the fair value measurement of instruments with offsetting market or counterparty credit risks and the concept of valuation premise and highest and best use, extends the prohibition on blockage factors to all three levels of the fair value hierarchy, and requires additional disclosures. ASU No. 2011-04 will apply only to our disclosures in note 8 related to the fair value of assets and liabilities and is not expected to have a significant impact on our footnote disclosures.

In August 2011, the FASB issued ASU No. 2011-08, Intangibles - Goodwill and Other (Topic 350), which is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Under the amendments in ASU No. 2011-08, an entity, through an assessment of qualitative factors, is not required to calculate the estimated fair value of a reporting unit, in connection with the two-step goodwill impairment test, unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. ASU No. 2011-08 will apply only to our disclosures in note 2 related to our annual goodwill impairment test.

J. Par Value Change

In August 2011, we changed the par value of our common and preferred stock from $1.00 per share to $0.01 per share. This change did not have an impact on the amount of our total stockholders’ equity.

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3. Investments in Real Estate

We acquire the land, buildings and improvements that are necessary for the successful operations of retail and other commercial enterprises.

A. During the first nine months of 2011, we invested $826.4 million in 125 new properties, and properties under development, with an initial weighted average contractual lease rate of 7.9%. The majority of the lease revenue from these properties will be generated from investment grade tenants. These 125 new properties, and properties under development, are located in 25 states, will contain over 5.5 million leasable square feet, and are 100% leased with an average lease term of 11.3 years. The initial weighted average contractual lease rate is computed by dividing the estimated aggregate base rent for the first year of each lease by the estimated total cost of the properties. Acquisition transaction costs of $1.1 million were recorded to general and administrative expense on our consolidated statement of income, for the nine months ended September 30, 2011.

Included in the $826.4 million invested, during the first nine months of 2011, are the following acquisitions:

(1)

In March, we announced the signing of definitive purchase agreements to acquire 33 single-tenant retail, distribution, office and manufacturing properties for approximately $544 million. Between March and August, we acquired 32 of the 33 properties for $524.8 million. We anticipate that we will acquire the one remaining property during the fourth quarter of 2011.

(2)	In August, we acquired 60 properties operating in the restaurant - quick service industry for $41.9 million, under long-term, triple net lease agreements.

(3)	In September, we acquired six properties operating in the wholesale clubs industry for $156.1 million, under long-term, triple net lease agreements.

(4)	In September, we acquired nine properties operating in the health and fitness industry for $63.2 million, under long-term, triple net lease agreements.

(5)	The remaining 18 properties acquired totaled approximately $40.4 million and were acquired at various times during 2011.

Our acquisitions during the first nine months of 2011 were allocated as follows: $173.4 million to land, $528.3 million to buildings and improvements, $129.9 million to intangible assets and $5.2 million to intangible and assumed liabilities, which includes mortgage premiums of $957,000. Additionally, we assumed $8.8 million in notes receivable and $67.4 million in mortgages payable as a result of these acquisitions. All of the acquisitions were cash purchases and there was no contingent consideration associated with these acquisitions.

For the nine months ended September 30, 2011, total revenues of $15.5 million and income from continuing operations of $5.1 million are included in the consolidated income statement from the properties acquired during the first nine months of 2011.

The following pro forma total revenue and income from continuing operations, for the first nine months of 2011 and 2010, assumes the 2011 property acquisitions took place on January 1, 2010 (in millions):

	Total revenue		Income from continuing operations
Supplemental pro forma for the nine months ended September 30, 2011(1)	$	342.1	$	115.4
Supplemental pro forma for the nine months ended September 30, 2010(1)	$	300.4	$	92.3

(1) This unaudited pro forma supplemental information does not purport to be indicative of what our operating results would have been had the acquisitions occurred on January 1, 2010, and may not be indicative of future operating results. No material, non-recurring pro-forma adjustments were included in the calculation of this information.

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In comparison, during the first nine months of 2010, we invested $302.9 million in 23 new properties with an initial weighted average contractual lease rate of 7.6%. These 23 properties are located in eight states, contain over 511,000 leasable square feet, and are 100% leased with an average lease term of 18.3 years. Acquisition transaction costs of $191,000 were recorded to general and administrative expense on our consolidated statement of income, for the nine months ended September 30, 2010.

During the first nine months of 2011, we capitalized costs of $3.0 million on existing properties in our portfolio, consisting of $1.3 million for re-leasing costs and $1.7 million for building and tenant improvements. In comparison, during the first nine months of 2010, we capitalized costs of $2.3 million on existing properties in our portfolio, consisting of $874,000 for re-leasing costs and $1.4 million for building and tenant improvements.

B. Of the $826.4 million we invested, in the first nine months of 2011, approximately $573.1 million was used to acquire 93 properties with existing leases. Associated with these 93 properties, we recorded $107.6 million as the intangible value of the in-place leases, $22.3 million as the intangible value of above-market leases and $3.5 million as the intangible value of below-market leases. The value of the in-place and above-market leases is recorded to other assets on our consolidated balance sheet, and the value of the below-market leases is recorded to other liabilities on our consolidated balance sheet. The value of the in-place leases is amortized as depreciation and amortization expense, while the value of the above-market and below-market leases is amortized as rental revenue on our consolidated statements of income. All of these amounts are amortized over the life of the respective leases.

4. Credit Facility

In December 2010, we entered into a $425 million revolving, unsecured credit facility that replaced our previous $355 million acquisition credit facility that was scheduled to expire in May 2011. The initial term of the credit facility expires in March 2014 and includes two, one-year extension options. Under this credit facility, our investment grade credit ratings provide for financing at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 185 basis points with a facility commitment fee of 35 basis points, for all-in drawn pricing of 220 basis points over LIBOR. The borrowing rate is not subject to an interest rate floor or ceiling. We also have other interest rate options available to us. Our credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation.

As a result of entering into our current credit facility, we incurred credit facility origination costs of $4.2 million that were classified as part of other assets on our consolidated balance sheet at December 31, 2010. At September 30, 2011, the balance of these credit facility origination costs was $3.5 million, which is being amortized over the remaining term of the credit facility.

At September 30, 2011, we had a borrowing capacity of $328.4 million available on our credit facility and an outstanding balance of $96.6 million, as compared to zero borrowings at December 31, 2010. The average borrowing rate on our credit facility, during the first nine months of 2011, was 2.1% and, during the first nine months of 2010, was 1.3%. Our current and prior credit facilities are subject to various leverage and interest coverage ratio limitations. We are and have been in compliance with these covenants.

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5. Notes Payable

General

Our senior unsecured notes consisted of the following at September 30, 2011 and December 31, 2010, sorted by maturity date (dollars in millions):

	September 30, 2011		December 31, 2010
5.375% notes, issued in March 2003 and due in March 2013	$	100	$	100
5.5% notes, issued in November 2003 and due in November 2015		150		150
5.95% notes, issued in September 2006 and due in September 2016		275		275
5.375% notes, issued in September 2005 and due in September 2017		175		175
6.75% notes, issued in September 2007 and due in August 2019		550		550
5.75% notes, issued in June 2010 and due in January 2021		250		250
5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035		250		100
	$	1,750	$	1,600

B.	Re-opening of Unsecured Bonds due 2035

In June 2011, we re-opened our 5.875% senior unsecured bonds due 2035, or the 2035 Bonds, and issued $150.0 million in aggregate principal amount of these 2035 Bonds. The public offering price for the additional 2035 Bonds was 94.578% of the principal amount for an effective yield of 6.318%. Those 2035 Bonds constituted an additional issuance of, and a single series with, the $100 million in aggregate principal amount of the 2035 Bonds that we issued in March 2005. The net proceeds of approximately $140.1 million were used to fund property acquisitions. Interest is paid semiannually on the 2035 Bonds.

C.	Note Issuance

In June 2010, we issued $250.0 million in aggregate principal amount of 5.75% senior unsecured notes due January 2021, or the 2021 Notes. The public offering price for the 2021 Notes was 99.404% of the principal amount for an effective yield of 5.826%. The net proceeds of approximately $246.1 million from this offering were used to repay borrowings under our acquisition credit facility, which were incurred to finance the acquisition of our properties. Interest is paid semiannually on the 2021 Notes.

6.	Mortgages Payable

As part of the $826.4 million invested in new properties during the first nine months of 2011, we assumed $67.4 million of mortgages payable to third-party lenders. These mortgages are secured by the properties on which the debt was placed and are non-recourse. We expect to pay off the mortgages as soon as prepayment penalties and costs make it economically feasible to do so. We intend to continue our policy of primarily identifying property acquisitions that are free from mortgage indebtedness.

In aggregate, net premiums totaling $957,000 were recorded upon assumption of the mortgages at the time of the respective property acquisitions to account for above-market interest rates. Amortization of these net premiums is recorded as a reduction to interest expense over the remaining term of the respective notes, using a method that approximates the effective-interest method. These 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.

As a result of assuming these mortgages payable, we incurred deferred financing costs of $917,000 that were classified as part of other assets on our consolidated balance sheet at September 30, 2011. The balance of these deferred financing costs at September 30, 2011, was $835,000, which is being amortized over the remaining term of each mortgage.

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The following is a summary of our mortgages payable as of September 30, 2011 (principal balance, unamortized premiums (discounts) and mortgage payable balances in thousands):

Tenant Name	Stated Interest Rate(1)			Effective Interest Rate			Maturity Date(2)	Remaining Principal Balance(2)		Amortized Premium (Discount) Balance			Mortgage Payable Balance
Aviall Services, Inc. (3)		6.25	%		4.96	%	12/1/13	$	12,512	$	406		$	12,918
Aviall Services, Inc. (3)		6.25	%		4.82	%	9/1/14		11,710		343			12,053
T-Mobile USA, Inc.		5.89	%		5.15	%	5/6/14		10,664		182			10,846
MeadWestvaco Corporation		4.73	%		4.89	%	6/10/15		23,625		(72	)		23,553
Solae, LLC(3)(4)		8.26	%		8.26	%	12/28/13		4,510		--			4,510
Solae, LLC(3)(4)		8.26	%		8.26	%	12/28/13		4,270		--			4,270
								$	67,291	$	859		$	68,150

(1) With the exception of the MeadWestvaco Corporation mortgage, the mortgages are at fixed interest rates. The MeadWestvaco Corporation mortgage is at a floating variable interest rate calculated as the sum of the current 1 month LIBOR plus 4.50%, not to exceed an all-in interest rate of 5.5%.

(2) The mortgages require monthly payments, with a principal payment due at maturity.

(3) These are mortgages associated with one property occupied by the applicable tenant.

(4) As part of the assumption of these mortgages payable related to our acquisition of Solae, LLC, we also assumed an $8.8 million note receivable, upon which we will receive interest income at a stated rate of 8.14% through December 28, 2013.

7. Issuance of Common Stock

In September 2011, we issued 6,300,000 shares of common stock at a price of $34.00 per share. After underwriting discounts and other offering costs of $10.6 million, the net proceeds of $203.6 million were used to repay borrowings under our acquisition credit facility, which were used to fund recent acquisitions.

In March 2011, we issued 8,625,000 shares of common stock at a price of $34.81 per share. After underwriting discounts and other offering costs of $14.6 million, the net proceeds of $285.6 million were used to fund property acquisitions.

8. Fair Value of Financial Assets and Liabilities

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 disclosure for assets and liabilities measured at fair value requires allocation to a three-level valuation hierarchy. This valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

We believe that the carrying values reflected in our consolidated balance sheets reasonably approximate the fair values for cash and cash equivalents, accounts receivable, escrow deposits, and all liabilities, due to their short-term nature, except for our notes receivable issued in connection with property sales, mortgages payable and our senior notes payable, which are disclosed below (dollars in millions). The note receivable assumed in connection with an acquisition during the third quarter of 2011 was recorded at its estimated fair market value, which reflects the amount reported on our consolidated balance sheet.

	Carrying value per		Estimated
At September 30, 2011	balance sheet		fair value
Notes receivable issued in connection with Crest property sales	$	22.0	$	23.0
Mortgages payable	$	68.2	$	68.1
Notes payable	$	1,750.0	$	1,874.4

	Carrying value per		Estimated
At December 31, 2010	balance sheet		fair value
Notes receivable issued in connection with Crest property sales	$	22.1	$	23.2
Notes payable	$	1,600.0	$	1,707.1

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The estimated fair value of our notes receivable, issued in connection with property sales, has been calculated by discounting the future cash flows using an interest rate based upon the current 5-year or 7-year Treasury yield curve, plus an applicable credit-adjusted spread. The notes receivable were issued in connection with the sale of three Crest properties. Payments to us on these notes receivable are current and no allowance for doubtful accounts has been recorded for them.

The estimated fair value of our mortgages payable has been calculated by discounting the future cash flows using an interest rate based upon the current 5-year Treasury yield curve, plus an applicable credit-adjusted spread.

The estimated fair value of our senior notes payable is based upon indicative market prices and recent trading activity of our notes payable.

9. Gain on Sales of Investment Properties

During the third quarter of 2011, we sold 12 investment properties for $7.3 million, which resulted in a gain of $3.1 million. During the first nine months of 2011, we sold 21 investment properties for $11.7 million, which resulted in a gain of $4.3 million. The results of operations for these properties have been reclassified as discontinued operations. Additionally, during the third quarter of 2011, we sold excess land from two properties for $108,000, which resulted in a gain of $55,000. During the first nine months of 2011, we sold excess land from five properties for $783,000, which resulted in a gain of $210,000. These gains are included in other revenue on our consolidated statements of income, for the three and nine months ended September 30, 2011, respectively, because this excess land was associated with properties that continue to be owned as part of our core operations.

In comparison, during the third quarter of 2010, we sold nine investment properties for a total of $8.9 million, which resulted in a gain of $1.9 million. During the first nine months of 2010, we sold 19 investment properties and excess land from one property for $16.7 million, which resulted in a gain of $4.3 million. The results of operations for these properties have been reclassified as discontinued operations.

10. Discontinued Operations

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. An impairment is recorded 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. Key factors that we use in this analysis include: projected rental rates, capital expenditures and property sales capitalization rates. Additionally, a property classified as held for sale is carried at the lower of carrying cost or estimated fair value, less estimated cost to sell.

For the third quarter of 2011, we recorded a provision for impairment of $158,000 on one property, which was sold during the third quarter of 2011. For the third quarter of 2010, we recorded a provision for impairment of $84,000 on one property, which was sold during the third quarter of 2010.

For the first nine months of 2011, we recorded provisions for impairment of $368,000 on four properties, three of which were sold in the first nine months of 2011 and one of which was classified as held for sale at September 30, 2011. For the first nine months of 2010, we recorded provisions for impairment of $171,000 on three properties, all of which were sold in the first nine months of 2010.

Operations from four investment properties classified as held for sale at September 30, 2011, plus properties previously sold are reported as discontinued operations. Their respective results of operations have been reclassified as income from discontinued operations on our consolidated statements of income. We do not depreciate properties that are classified as held for sale.

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No debt was assumed by buyers of our investment properties, or repaid as a result of our investment property sales, and we do not allocate interest expense to discontinued operations related to real estate held for investment. We allocate interest expense related to borrowings specifically attributable to Crest. The interest expense amounts allocated to Crest are included in income from discontinued operations.

The following is a summary of income from discontinued operations on our consolidated statements of income (dollars in thousands):

	Three months ended						Nine months ended
	September 30,						September 30,
Income from discontinued operations	2011			2010			2011			2010
Gain on sales of investment properties	$	3,094		$	1,919		$	4,319		$	4,284
Rental revenue		83			519			439			2,209
Other revenue		7			7			35			25
Depreciation and amortization		(26	)		(260	)		(264	)		(892	)
Property expenses		(111	)		(230	)		(365	)		(896	)
Provisions for impairment		(158	)		(84	)		(368	)		(171	)
Crest’s income from discontinued operations		222			268			664			717
Income from discontinued operations	$	3,111		$	2,139		$	4,460		$	5,276

Per common share, basic and diluted	$	0.02		$	0.02		$	0.04		$	0.05

The per share amounts for income from discontinued operations above and the income from continuing operations and net income reported on the consolidated statements of income have each been calculated independently.

11. Distributions Paid and Payable

A. Common Stock

We pay monthly distributions to our common stockholders. The following is a summary of the monthly distributions paid per common share for the first nine months of 2011 and 2010:

Month	2011		2010
January	$	0.1442500	$	0.1430000
February		0.1442500		0.1430000
March		0.1442500		0.1430000
April		0.1445625		0.1433125
May		0.1445625		0.1433125
June		0.1445625		0.1433125
July		0.1448750		0.1436250
August		0.1448750		0.1436250
September		0.1448750		0.1436250
Total	$	1.3010625	$	1.2898125

At September 30, 2011, a distribution of $0.1451875 per common share was payable and was paid in October 2011.

B. Preferred Stock

In 2004, we issued 5.1 million shares of 7.375% Monthly Income Class D cumulative redeemable preferred stock. On May 27, 2009, the Class D preferred shares became redeemable, at our option, for $25 per share. During each of the first nine months of 2011 and 2010, we paid nine monthly dividends to holders of our Class D preferred stock totaling $1.3828131 per share, or $7.1 million, and at September 30, 2011, a monthly dividend of $0.1536459 per share was payable and was paid in October 2011.

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In 2006, we issued 8.8 million shares of 6.75% Monthly Income Class E cumulative redeemable preferred stock. Beginning December 7, 2011, the Class E preferred shares are redeemable, at our option, for $25 per share. During each of the first nine months of 2011 and 2010, we paid nine monthly dividends to holders of our Class E preferred stock totaling $1.265625 per share, or $11.1 million, and at September 30, 2011, a monthly dividend of $0.140625 per share was payable and was paid in October 2011.

We are current in our obligations to pay dividends on our Class D and Class E preferred stock.

12.	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 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:

	Three months ended				Nine months ended
	September 30,				September 30,
	2011		2010		2011		2010
Weighted average shares used for the basic net income per share computation		126,376,201		103,830,029		123,921,317		103,781,108
Incremental shares from share-based compensation		206,408		146,994		91,825		106,571
Adjusted weighted average shares used for diluted net income per share computation		126,582,609		103,977,023		124,013,142		103,887,679
Unvested shares from share-based compensation that were anti-dilutive		262,076		87,000		12,510		87,000

13.	Supplemental Disclosures of Cash Flow Information

Interest paid in the first nine months of 2011 was $96.4 million and, in the first nine months of 2010, was $78.5 million.

Interest capitalized to properties under development in the first nine months of 2011 was $317,000 and, in the first nine months of 2010, was $5,000.

Income taxes paid in the first nine months of 2011 was $783,000 and, in the first nine months of 2010, was $947,000.

The following non-cash investing and financing activities are included in the accompanying consolidated financial statements:

A. Share-based compensation expense for the first nine months of 2011 was $6.1 million and, for the first nine months of 2010, was $4.8 million.

B. See note 10 for a discussion of impairments recorded by Realty Income in discontinued operations, for the first nine months of 2011 and 2010.

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C. In the first nine months of 2010, we recorded a $799,000 receivable for the sale of an investment property as a result of an eminent domain action. This receivable is included in other assets on our consolidated balance sheets at September 30, 2011 and December 31, 2010.

D. As part of the acquisition of four properties during the first nine months of 2011, we assumed $67.4 million of mortgages payable to third-party lenders and recorded $957,000 of net premiums. Additionally, we assumed an $8.8 million note receivable. See note 6 for a discussion of these transactions.

E. Accrued costs on properties under development resulted in an increase in buildings and improvements and accounts payable of $4.6 million at September 30, 2011.

F. Accrued costs on properties under development resulted in an increase in buildings and improvements and accounts payable of $545,000 at September 30, 2010.

14. Segment Information

We evaluate performance and make resource allocation decisions on an industry by industry basis. For financial reporting purposes, we have grouped our tenants into 39 industry and activity segments (including properties owned by Crest that are grouped together as a segment). All of the properties are incorporated into one of the applicable segments. Because almost all of our leases require the tenant to pay operating expenses, revenue is the only component of segment profit and loss we measure.

The following tables set forth certain information regarding the properties owned by us, classified according to the business of the respective tenants, as of September 30, 2011 (dollars in thousands):

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	September 30,		December 31,
Assets, as of:	2011		2010
Segment net real estate:
Automotive service	$	104,676	$	107,507
Automotive tire services		191,071		195,883
Beverages		308,512		302,159
Child care		67,682		72,935
Convenience stores		695,711		711,667
Drug stores		155,223		143,739
Health and fitness		292,734		220,653
Restaurants - casual dining		476,004		487,141
Restaurants - quick service		279,744		247,475
Sporting goods		81,005		82,966
Theaters		386,693		281,072
Transportation services		96,966		4,961
Wholesale clubs		155,979		-
26 non-reportable segments		726,076		546,720
Total segment net real estate		4,018,076		3,404,878

Intangible assets: Automotive tire services		544		588
Beverages		3,635		-
Drug stores		14,708		5,939
Health and fitness		1,601		1,708
Restaurants - quick service		4,180		-
Sporting goods		5,439		5,786
Theaters		32,338		1,579
Transportation services		22,454		-
Other - non-reportable segments		65,225		10,621
Goodwill:
Automotive service		1,338		1,338
Child care		5,353		5,353
Convenience stores		2,074		2,074
Restaurants - casual dining		2,461		2,461
Restaurants - quick service		1,318		1,318
Other - non-reportable segments		4,662		4,662
Other corporate assets		89,368		87,285
Total assets	$	4,274,774	$	3,535,590

	Three months ended				Nine months ended
	September 30,				September 30,
Revenue	2011		2010		2011		2010
Segment rental revenue:
Automotive service	$	3,979	$	4,018	$	12,078	$	11,907
Automotive tire services		5,507		5,476		17,486		16,476
Beverages		5,960		4,838		17,472		5,158
Child care		5,547		5,670		16,713		16,630
Convenience stores		19,512		14,340		58,355		42,775
Drug stores		4,017		3,479		11,777		10,343
Health and fitness		6,482		5,833		18,978		17,587
Restaurants - casual dining		11,611		11,337		34,692		34,169
Restaurants - quick service		6,767		6,370		19,961		20,055
Sporting goods		2,791		2,232		8,294		6,494
Theaters		9,779		7,563		25,715		22,690
Transportation services		2,298		187		5,146		562
Wholesale clubs		34		-		34		-
26 non-reportable segments		22,524		15,406		60,045		46,391
Total rental revenue		106,808		86,749		306,746		251,237
Other revenue		488		84		886		385
Total revenue	$	107,296	$	86,833	$	307,632	$	251,622

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15. Common Stock Incentive Plan

In 2003, our Board of Directors adopted, and stockholders approved, the 2003 Incentive Award Plan of Realty Income Corporation, or the Stock Plan, to enable us to attract and retain the services of directors, employees and consultants, considered essential to our long-term success. The Stock Plan offers our directors, employees and consultants an opportunity to own stock in Realty Income and/or rights that will reflect our growth, development and financial success. The Stock Plan was amended and restated by our Board of Directors in February 2006 and in May 2007.

The amount of share-based compensation costs recognized in general and administrative expense on our consolidated statements of income during the third quarter of 2011 was $1.8 million, during the third quarter of 2010 was $1.3 million, during the first nine months of 2011 was $6.1 million and during the first nine months of 2010 was $4.8 million.

The following table summarizes our common stock grant activity under our Stock Plan. Our common stock grants vest over periods ranging from immediately to 10 years.

	For the nine months ended September 30, 2011					For the year ended December 31, 2010
	Number of shares			Weighted average price (1)		Number of shares			Weighted average price (1)
Outstanding nonvested shares, beginning of year		924,294		$	19.69		853,234		$	19.14
Shares granted		247,014			33.94		278,200			28.99
Shares vested		(245,094	)		25.26		(206,153	)		23.70
Shares forfeited		(348	)		31.06		(987	)		26.03
Outstanding nonvested shares, end of each period		925,866		$	22.12		924,294		$	19.69

(1) Grant date fair value.

During the first nine months of 2011, we issued 247,014 shares of common stock under our Stock Plan. These shares vest over the following service periods: 25,158 vested immediately, 5,000 vest over a service period of one year, 70,400 vest over a service period of three years and 146,456 vest over a service period of five years.

As of September 30, 2011, the remaining unamortized share-based compensation expense totaled $20.5 million, which is being amortized on a straight-line basis over the service period of each applicable award.

Due to a historically low turnover rate, we do not estimate a forfeiture rate for our nonvested shares. Accordingly, unexpected forfeitures will lower share-based compensation expense during the applicable period. Under the terms of our Stock Plan, we pay non-refundable dividends to the holders of our nonvested shares. Applicable accounting guidance requires that the dividends paid to holders of these nonvested shares be charged as compensation expense to the extent that they relate to nonvested shares that do not or are not expected to vest. However, since we do not estimate forfeitures given our historical trends, we did not record any amount to compensation expense related to dividends paid in 2011 or 2010.

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As of September 30, 2011, there were no remaining stock options outstanding. During the first nine months of 2011, there were 2,454 stock options exercised, at an exercise price of $14.70, and there were no stock option forfeitures. Stock options, none of which were granted after January 1, 2002, were granted with an exercise price equal to the underlying stock’s fair market value at the date of grant.

16. Dividend Reinvestment and Stock Purchase Plan

In March 2011, we established a Dividend Reinvestment and Stock Purchase Plan, or The Plan, to provide our common stockholders, as well as new investors, with a convenient and economical method to purchase our common stock and/or reinvest their distributions. The Plan authorizes up to 6,000,000 common shares to be issued. Through September 30, 2011, we issued 38,643 shares and received net proceeds of approximately $1.3 million under The Plan.

17. 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 September 30, 2011, we have contingent payments of $729,000 for tenant improvements and leasing costs. In addition, we have committed $15.0 million under construction contracts, which is expected to be paid in the next twelve months.

18. Subsequent Events

In October 2011, we declared the following dividends, which are payable in November 2011:

-	$0.1451875 per share to our common stockholders;

-	$0.1536459 per share to our Class D preferred stockholders; and

-	$0.140625 per share to our Class E preferred stockholders.

In October 2011, Friendly Ice Cream Corporation, or Friendly’s, one of our tenants, filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. Friendly’s leases 121 properties from us that, as of September 30, 2011, represented 3.6% of our rental revenue. Friendly’s rejected 15 of the 121 locations in October 2011. We do not anticipate that this filing will have a material impact on our operations and financial position, or on our ability to pay and increase the amount of the monthly dividend.

Additionally, the principal balance of one note receivable issued in connection with a Crest property sale was paid in full during October 2011. We received proceeds of approximately $2.9 million from this transaction.

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Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q, including the documents incorporated by reference herein, 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 Securities Exchange Act of 1934, as amended. When used in this quarterly 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 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-tenant properties; and

●	Future expenditures for development projects.

Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. In particular, some of the factors that could cause actual results to differ materially are:

●	Our continued qualification as a real estate investment trust;

●	General business and economic conditions;

●	Competition;

●	Fluctuating interest 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 tenant defaults, 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 the tax laws of the United States of America;

●	The outcome of any legal proceedings to which we are a party; and

●	Acts of terrorism and war.

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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that this quarterly report was filed with the Securities and Exchange Commission, or 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 revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this quarterly report or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, the forward-looking events discussed in this quarterly report might not occur.

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THE COMPANY

Realty Income Corporation, The Monthly Dividend Company®, is a Maryland corporation organized to operate as an equity real estate investment trust, or REIT. Our primary business objective is to generate dependable monthly cash distributions from a consistent and predictable level of funds from operations, or FFO, per share. Our monthly distributions are supported by the cash flow from our portfolio of properties leased to retail and other commercial enterprises. We have in-house acquisition, leasing, legal, credit research, real estate research, portfolio management, and capital markets expertise. Over the past 42 years, Realty Income and its predecessors have been acquiring and owning freestanding retail and other properties that generate rental revenue under long-term lease agreements (primarily 15 to 20 years).

In addition, we seek to increase distributions to stockholders and FFO per share through both active portfolio management and the acquisition of additional properties.

Generally, our portfolio management efforts seek to achieve:

●	Contractual rent increases on existing leases;

●	Rent increases at the termination of existing leases, when market conditions permit; and

●	The active management of our property portfolio, including re-leasing vacant properties, and selectively selling properties, thereby mitigating our exposure to certain tenants and markets.

In acquiring additional properties, our strategy is primarily to acquire properties that are:

●	Freestanding, single-tenant locations;

●	Leased to regional and national commercial enterprises; and

●	Leased under long-term, net-lease agreements.

At September 30, 2011, we owned a diversified portfolio:

●	Of 2,600 properties;

●	With an occupancy rate of 97.7%, or 2,541 properties leased and only 59 properties available for lease;

●	Leased to 134 different retail and other commercial enterprises doing business in 38 separate industries;

●	Located in 49 states;

●	With over 26.8 million square feet of leasable space; and

●	With an average leasable space per property of approximately 10,300 square feet.

Of the 2,600 properties in the portfolio, 2,584, or 99.4%, are single-tenant properties, and the remaining 16 are multi-tenant properties. At September 30, 2011, of the 2,584 single-tenant properties, 2,526 were leased with a weighted average remaining lease term (excluding rights to extend a lease at the option of the tenant) of approximately 11.1 years.

In addition, at September 30, 2011, our wholly-owned taxable REIT subsidiary, Crest Net Lease, Inc., or Crest, had an inventory of three properties, which are classified as held for investment. In addition to the three properties, Crest also holds notes receivable of $22.0 million at September 30, 2011. One of these notes receivable, in the amount of $2.9 million, was paid in full during October 2011.

We typically acquire properties under long-term leases with regional and national retailers and other commercial enterprises. Our acquisition and investment activities generally focus on businesses providing goods and services that satisfy basic consumer and business needs.

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In general, our net-lease agreements:

●	Are for initial terms of 15 to 20 years;

●	Require the tenant to pay minimum monthly rent and property operating expenses (taxes, insurance, and maintenance); and

●	Provide for future rent increases based on increases in the consumer price index (typically subject to ceilings), additional rent calculated as a percentage of the tenants' gross sales above a specified level, or fixed increases.

Investment Philosophy

We believe that owning an actively managed, diversified portfolio of commercial properties under long-term, net leases produces consistent and predictable income. Net leases typically require the tenant to be responsible for monthly rent and property operating expenses including property taxes, insurance, and maintenance. In addition, tenants are typically subject to future rent increases based on increases in the consumer price index (typically subject to ceilings), additional rent calculated as a percentage of the tenants' gross sales above a specified level, or fixed increases. We believe that a portfolio of properties under long-term leases, coupled with the tenant's responsibility for property expenses, 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.

Credit Strategy

We primarily provide sale-leaseback financing to less than investment grade tenants. We typically acquire and lease back properties to regional and national commercial enterprises and believe that within this market we can achieve an attractive risk-adjusted return. Since 1970, our overall weighted average occupancy rate at the end of each year has been 98.2%, and our occupancy rate at the end of each year has never been below 96%.

Acquisition Strategy

We seek to invest in industries in which several, well-organized, regional and national retailers and other commercial enterprises are capturing market share through service, quality control, economies of scale, strong consumer brands, advertising, and the selection of prime locations. We execute our acquisition strategy by acting as a source of capital to regional and national commercial enterprises by acquiring and leasing back their real estate locations. We undertake thorough research and analysis to identify what we consider to be appropriate industries, tenants, and property locations for investment. Our research expertise is instrumental to uncovering net-lease opportunities in markets where our real estate financing program adds value. In selecting potential investments, we generally seek to acquire real estate that has the following characteristics:

●	Properties that are freestanding, commercially-zoned with a single tenant;

●	Properties that are important locations for regional and national commercial enterprises;

●	Properties that we deem to be profitable for the tenants and/or can generally be characterized as important to the operations of the company’s business;

●	Properties that are located within attractive demographic areas, relative to the business of our tenants, with high visibility and easy access to major thoroughfares; and

●	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 rent increases.

Portfolio Management Strategy

The active management of the property portfolio is an essential component of our long-term strategy. We continually monitor our portfolio for any changes that could affect the performance of the industries, tenants, and locations in which we have invested. We also regularly analyze our portfolio with a view toward optimizing its returns and enhancing our credit quality.

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Our executives regularly review and analyze:

●	The performance of the various industries of our tenants; and

●	The operation, management, business planning, and financial condition of our tenants.

We have an active portfolio management program that incorporates the sale of assets 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; or

●	Decrease tenant or industry concentration.

At September 30, 2011, we classified real estate with a carrying amount of $4.2 million as held for sale on our balance sheet. Additionally, we anticipate selling investment properties from our portfolio that have not yet been specifically identified, from which we anticipate receiving between $15 million and $35 million in proceeds during the next 12 months. We intend to invest these proceeds into new property acquisitions, if there are attractive opportunities available. However, we cannot guarantee that we will sell properties during the next 12 months or be able to invest the proceeds from the sales of any properties in new properties.

Impact of Real Estate and Credit Markets

In the commercial real estate market, property prices generally continue to fluctuate. Likewise, the U.S. credit markets have experienced significant price volatility, dislocations, and liquidity disruptions, which may impact our access to and cost of capital. We continue to monitor the commercial real estate and U.S. credit markets carefully and, if required, will make decisions to adjust our business strategy accordingly. See our discussion of "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2010.

RECENT DEVELOPMENTS

Increases in Monthly Distributions to Common Stockholders

We continue our 42-year policy of paying distributions monthly. Monthly distributions per share increased in April 2011 by $0.0003125 to $0.1445625, in July 2011 by $0.0003125 to $0.144875 and in October 2011 by $0.0003125 to $0.1451875. The increase in October 2011 was our 56th consecutive quarterly increase and the 63rd increase in the amount of our dividend since our listing on the New York Stock Exchange, or NYSE, in 1994. In the first nine months of 2011, we paid three monthly cash distributions per share in the amount of $0.14425, three in the amount of $0.1445625 and three in the amount of $0.144875, totaling $1.3010625. In September 2011 and October 2011, we declared distributions of $0.1451875 per share, which were paid in October 2011 and are payable in November 2011, respectively.

The monthly distribution of $0.1451875 per share represents a current annualized distribution of $1.74225 per share, and an annualized distribution yield of approximately 5.4% based on the last reported sale price of our common stock on the NYSE of $32.24 on September 30, 2011. Although we expect to continue our policy of paying monthly distributions, we cannot guarantee that we will maintain our current level of distributions, that we will continue our pattern of increasing distributions per share, or what our actual distribution yield will be in any future period.

Acquisitions during the Third Quarter of 2011

During the third quarter of 2011, we invested $462.3 million in 89 new properties and properties under development, with an initial weighted average contractual lease rate of 8.1%. These 89 new properties, and properties under development, are located in 15 states, contain over 2.0 million leasable square feet, and are 100% leased with an average lease term of 9.6 years.

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Acquisitions during the First Nine Months of 2011

During the first nine months of 2011, we invested $826.4 million in 125 new properties, and properties under development, with an initial weighted average contractual lease rate of 7.9%. The majority of the lease revenue from these properties will be generated from investment grade tenants. These 125 new properties, and properties under development, are located in 25 states, contain over 5.5 million leasable square feet, and are 100% leased with an average lease term of 11.3 years.

The initial weighted average contractual lease rate is computed as estimated contractual net operating income (in a net-leased property that is equal to the aggregate base rent or, in the case of a property under development, the estimated base rent) for the first year of each lease, divided by the estimated total cost of the properties. Since it is possible that a tenant could default on the payment of contractual rent, we cannot assure that the actual return on the funds invested will remain at the percentages listed above.

Included in the $826.4 million invested, during the first nine months of 2011, are the following acquisitions:

(1)

(2)	In August, we acquired 60 properties operating in the restaurant - quick service industry for $41.9 million, under long-term, triple net lease agreements.

(3)	In September, we acquired six properties operating in the wholesale clubs industry for $156.1 million, under long-term, triple net lease agreements.

(4)	In September, we acquired nine properties operating in the health and fitness industry for $63.2 million, under long-term, triple net lease agreements.

(5)	The remaining 18 properties acquired totaled approximately $40.4 million and were acquired at various times during 2011.

Portfolio Discussion

Leasing Results

At September 30, 2011, we had 59 properties available for lease out of 2,600 properties in our portfolio, which represents a 97.7% occupancy rate. Since December 31, 2010, when we reported 84 properties available for lease and a 96.6% occupancy rate, we:

●	Leased 25 properties;

●	Sold 18 properties available for lease; and

●	Have 18 new properties available for lease.

During the first nine months of 2011, 69 properties with expiring leases were leased to either existing or new tenants. The rent on these leases was $7.3 million, as compared to the previous rent charged on these same properties of $8.0 million. At September 30, 2011, our average annualized rental revenue per square foot was approximately $16.95.

Investments in Existing Properties

In the third quarter of 2011, we capitalized costs of $1.1 million on existing properties in our portfolio, consisting of $595,000 for re-leasing costs and $528,000 for building and tenant improvements.

In the first nine months of 2011, we capitalized costs of $3.0 million on existing properties in our portfolio, consisting of $1.3 million for re-leasing costs and $1.7 million for building and tenant improvements.

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As part of our re-leasing costs, we pay leasing commissions and sometimes provide tenant rent concessions. Leasing commissions are paid based on the commercial real estate industry standard and any rent concessions provided are minimal. We do not consider the collective impact of the leasing commissions or tenant rent concessions to be material to our financial position or results of operations.

The majority of our building and tenant improvements are related to roof repairs, HVAC improvements, and parking lot resurfacing and replacements. It is not customary for us to offer significant tenant improvements on our properties as tenant incentives. The amounts of our capital expenditures can vary significantly, depending on the rental market, credit worthiness, and the willingness of tenants to pay higher rents over the terms of the leases.

Re-opening of Unsecured Bonds due 2035

In June 2011, we re-opened our 5.875% senior unsecured bonds due 2035, or the 2035 Bonds, and issued $150.0 million in aggregate principal amount of additional 2035 Bonds. The public offering price for the additional 2035 Bonds was 94.578% of the principal amount for an effective yield of 6.318%. Those 2035 Bonds constituted an additional issuance of, and a single series with, the $100 million in aggregate principal amount of 2035 Bonds that we issued in March 2005. The net proceeds of approximately $140.1 million were used to fund property acquisitions.

Issuance of Common Stock

In March 2011, we issued 8,625,000 shares of common stock at a price of $34.81 per share. After underwriting discounts and offering costs of $14.6 million, the net proceeds of $285.6 million were used to fund property acquisitions.

Dividend Reinvestment and Stock Purchase Plan

In March 2011, we established a Dividend Reinvestment and Stock Purchase Plan, or The Plan, to provide our common shareholders, as well as new investors, with a convenient and economical method to purchase our common stock and/or reinvest their distributions. The Plan authorizes up to 6,000,000 common shares to be issued. Through September 30, 2011, we issued 38,643 shares and received net proceeds of approximately $1.3 million under The Plan.

Net Income Available to Common Stockholders

Net income available to common stockholders was $34.7 million in the third quarter of 2011, versus $25.6 million in the third quarter of 2010, an increase of $9.1 million. On a diluted per common share basis, net income was $0.27 in the third quarter of 2011, compared to $0.25 in the third quarter of 2010.

Net income available to common stockholders was $97.8 million in the first nine months of 2011, versus $74.7 million in the first nine months of 2010, an increase of $23.1 million. On a diluted per common share basis, net income was $0.79 in the first nine months of 2011, compared to $0.72 in the first nine months of 2010.

The calculation to determine net income available to common stockholders includes gains from the sale of properties and excess land. The amount of gains varies from period to period based on the timing of property sales and can significantly impact net income available to common stockholders.

The gain from the sale of properties and excess land during the third quarter of 2011 was $3.1 million, as compared to $1.9 million during the third quarter of 2010. The gain from the sale of properties and excess land during the first nine months of 2011 was $4.5 million, as compared to $4.3 million during the first nine months of 2010.

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Funds from Operations Available to Common Stockholders (FFO)

In the third quarter of 2011, our FFO increased by $15.6 million, or 32.6%, to $63.4 million, versus $47.8 million in the third quarter of 2010. On a diluted per common share basis, FFO was $0.50 in the third quarter of 2011, compared to $0.46 in the third quarter of 2010, an increase of $0.04, or 8.7%.

In the first nine months of 2011, our FFO increased by $39.7 million, or 28.1%, to $180.9 million, versus $141.2 million in the first nine months of 2010. On a diluted per common share basis, FFO was $1.46 in the first nine months of 2011, compared to $1.36 in the first nine months of 2010, an increase of $0.10, or 7.4%.

See our discussion of FFO (which is not a financial measure under U.S. generally accepted accounting principles, or GAAP) later in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," which includes a reconciliation of net income available to common stockholders to FFO.

Adjusted Funds from Operations Available to Common Stockholders (AFFO)

In the third quarter of 2011, our AFFO increased by $15.6 million, or 32.1%, to $64.2 million, versus $48.6 million in the third quarter of 2010. On a diluted per common share basis, AFFO was $0.51 in the third quarter of 2011, compared to $0.47 in the third quarter of 2010, an increase of $0.04, or 8.5%.

In the first nine months of 2011, our AFFO increased by $40.9 million, or 28.4%, to $184.8 million, versus $143.9 million in the first nine months of 2010. On a diluted per common share basis, AFFO was $1.49 in the first nine months of 2011, compared to $1.39 in the first nine months of 2010, an increase of $0.10, or 7.2%.

See our discussion of AFFO (which is not a financial measure under U.S. GAAP) later in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," which includes a reconciliation of net income available to common stockholders to FFO and AFFO.

LIQUIDITY AND CAPITAL RESOURCES

Capital Philosophy

Historically, we have met our long-term capital needs by issuing common stock, preferred stock and long-term unsecured notes and bonds. Over the long term, we believe that common stock should be the majority of our capital structure. However, we may issue additional preferred stock or debt securities from time to time. 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 financed by our credit facility or debt securities. However, we cannot assure you that we will have access to the capital markets at 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 and preferred stockholders, primarily through cash provided by operating activities, borrowing on our $425 million credit facility and occasionally through public securities offerings.

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 September 30, 2011, our total outstanding borrowings of senior unsecured notes, mortgages payable and credit facility borrowings were $1.91 billion, or approximately 29.2% of our total market capitalization of $6.56 billion.

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We define our total market capitalization at September 30, 2011 as the sum of:

●	Shares of our common stock outstanding of 133,202,323 multiplied by the last reported sales price of our common stock on the NYSE of $32.24 per share on September 30, 2011, or $4.29 billion;

●	Aggregate liquidation value (par value of $25 per share) of the Class D preferred stock of $127.5 million;

●	Aggregate liquidation value (par value of $25 per share) of the Class E preferred stock of $220 million;

●	Outstanding mortgages payable of $68.2 million;

●	Outstanding borrowings of $96.6 million on our credit facility; and

●	Outstanding senior unsecured notes and bonds of $1.75 billion.

Mortgage Debt

As of September 30, 2011, we have $67.3 million of mortgages payable to third-party lenders that were assumed in 2011, in connection with our property acquisitions. We paid $138,000 in principal payments on these mortgages payable during the first nine months of 2011. Additionally, net premiums totaling $957,000, in aggregate, were recorded upon assumption of the mortgages payable at the time of the respective property acquisitions to account for above-market interest rates. We recorded amortization of $98,000 related to these net premiums during the first nine months of 2011.

Our mortgages payable are secured by the properties on which the debt was placed and are non-recourse. We expect to pay off the mortgages payable as soon as prepayment penalties and costs make it economically feasible to do so. We intend to continue our policy of primarily identifying property acquisitions that are free from mortgage indebtedness.

$425 Million Acquisition Credit Facility

In December 2010, we entered into a $425 million revolving, unsecured credit facility that replaced our previous $355 million acquisition credit facility that was scheduled to expire in May 2011. The initial term of the credit facility expires in March 2014 and includes two, one-year extension options. Under the credit facility, our investment grade credit ratings provide for financing at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 185 basis points with a facility commitment fee of 35 basis points, for all-in drawn pricing of 220 basis points over LIBOR. The borrowing rate is not subject to an interest rate floor or ceiling. We also have other interest rate options available to us. At September 30, 2011, we had a borrowing capacity of $328.4 million available on our credit facility and an outstanding balance of $96.6 million at an effective interest rate of 2.1%.

We expect to use our credit facility to acquire additional properties and for other corporate purposes. Any additional borrowings will increase our exposure to interest rate risk. We have the right to request an increase in the borrowing capacity of the credit facility, up to $200 million, to a total borrowing capacity of $625 million. Any increase in the borrowing capacity is subject to approval by the lending banks participating in our credit facility.

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 September 30, 2011, we had cash and cash equivalents totaling $5.5 million.

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 foreseeable future. We intend, however, to use additional sources of capital to fund property acquisitions and to repay future borrowings under our credit facility.

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Universal Shelf Registration

In March 2009, we filed a shelf registration statement with the SEC, which expires in March 2012. In accordance with the SEC rules, the amount of the 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 common stock, preferred stock, debt securities, or 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 the 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.

Credit Agency Ratings

The borrowing rates under our credit facility are based upon our credit ratings. We are currently assigned the following investment grade corporate credit ratings on our senior unsecured notes: Fitch Ratings has assigned a rating of BBB+, Moody’s Investors Service has assigned a rating of Baa1 and Standard & Poor’s Ratings Group has assigned a rating of BBB to our senior notes. All of these ratings have “stable” outlooks.

Based on our current ratings, the current facility interest rate is LIBOR plus 185 basis points with a facility commitment fee of 35 basis points, for all-in drawn pricing of 220 basis points over LIBOR. The credit facility provides that the interest rate can range between: (i) LIBOR plus 300 basis points if our credit facility is lower than BBB-/Baa3 and (ii) LIBOR plus 175 basis points if our credit rating is A-/A3 or higher.

In addition, our credit facility provides for a facility commitment fee based on our credit ratings, which ranges from (i) 50 basis points for a rating lower than BBB-/Baa3, and (ii) 30 basis points for a credit rating of A-/A3 or higher.

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.

Notes Outstanding

Our senior unsecured note obligations consist of the following as of September 30, 2011, sorted by maturity date (dollars in millions):

5.375% notes, issued in March 2003 and due in March 2013	$	100
5.5% notes, issued in November 2003 and due in November 2015		150
5.95% notes, issued in September 2006 and due in September 2016		275
5.375% notes, issued in September 2005 and due in September 2017		175
6.75% notes, issued in September 2007 and due in August 2019		550
5.75% notes, issued in June 2010 and due in January 2021		250
5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035		250
	$	1,750

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All of our outstanding unsecured notes and bonds have fixed interest rates. Interest on all of our senior 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. We have been in compliance with these covenants since each of the notes and bonds was issued.

The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated per the terms of our notes. These calculations, which are not based on U.S. GAAP, measurements, are presented to investors to show our ability to incur additional debt under the terms of our notes only and are not measures of our liquidity or performance. The actual amounts as of September 30, 2011 are:

Note Covenants	Required	Actual
Limitation on incurrence of total debt	≤ 60% of adjusted assets		39.2	%
Limitation on incurrence of secured debt	≤ 40% of adjusted assets		1.4	%
Debt service coverage (trailing 12 months)	≥ 1.5 x		3.6	x
Maintenance of total unencumbered assets	≥ 150% of unsecured debt		256.9	%

The following table summarizes the maturity of each of our obligations as of September 30, 2011 (dollars in millions):

Table of Obligations									Ground		Ground
									Leases		Leases
									Paid by		Paid by
Year of	Credit		Notes and		Mortgages				Realty		Our
Maturity	Facility(1)		Bonds		Payable(2)		Interest (3)		Income(4)		Tenants(5)		Other (6)		Totals
2011	$	--	$	--	$	0.2	$	27.9	$	--	$	1.0	$	5.7	$	34.8
2012		--		--		0.6		111.6		0.2		4.0		10.0		126.4
2013		--		100.0		20.9		107.4		0.2		3.9		--		232.4
2014		96.6		--		22.0		102.6		0.2		3.7		--		225.1
2015		--		150.0		23.6		99.7		0.2		3.7		--		277.2
Thereafter		--		1,500.0		--		516.7		0.6		52.6		--		2,069.9
Totals	$	96.6	$	1,750.0	$	67.3	$	965.9	$	1.4	$	68.9	$	15.7	$	2,965.8

(1) The initial term of the credit facility expires in March 2014 and includes two, one-year extension options.

(2) Excludes net premiums of $957,000 recorded on the mortgages payable.

(3) Interest on the credit facility, notes, bonds and mortgages payable has been calculated based on outstanding balances as of September 30, 2011 through their respective maturity dates.

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

(5) Our tenants, who are generally sub-tenants under ground leases, are responsible for paying the rent under these ground leases. In the event a tenant fails to pay the ground lease rent, we are primarily responsible.

(6) “Other” consists of $15.0 million of commitments under construction contracts and $729,000 of contingent payments for tenant improvements and leasing costs. The amounts allocated to 2011 and 2012 have been estimated.

Our credit facility and notes payable obligations are unsecured. Accordingly, we have not pledged any assets as collateral for these obligations. Our mortgages payable are secured by the properties on which the debt was placed and are non-recourse.

Preferred Stock Outstanding

In 2004, we issued 5.1 million shares of 7.375% Class D cumulative redeemable preferred stock. On May 27, 2009, shares of Class D preferred stock became redeemable at our option for $25 per share, plus any accrued and unpaid dividends. Dividends on shares of Class D preferred stock are paid monthly in arrears.

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In 2006, we issued 8.8 million shares of 6.75% Class E cumulative redeemable preferred stock. Beginning December 7, 2011, shares of Class E preferred stock are redeemable at our option for $25 per share, plus any accrued and unpaid dividends. Dividends on shares of Class E preferred stock are paid monthly in arrears.

We are current in our obligations to pay dividends on our Class D and Class E preferred stock.

No Off-Balance Sheet Arrangements or Unconsolidated Investments

We have no unconsolidated or off-balance sheet investments in “variable interest entities” or off-balance sheet financing, nor do we engage in trading activities involving energy or commodity contracts or other derivative instruments. Additionally, we have no joint ventures or mandatorily redeemable preferred stock. As such, our financial position and results of operations are not affected by accounting regulations regarding the consolidation of off-balance sheet entities and classification of financial instruments with characteristics of both liabilities and equity.

Distribution Policy

Distributions are paid monthly to our common, Class D preferred and Class E preferred stockholders if, and when, declared by our Board of Directors.

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 2010, our cash distributions totaled $206.8 million, or approximately 136.5% of our REIT taxable income of $151.5 million. Our REIT taxable income reflects non-cash deductions for depreciation and amortization. Our REIT taxable income is presented to show our compliance with REIT distribution requirements and is not a measure of our liquidity or performance.

We intend to continue to make distributions to our stockholders that are sufficient to meet this distribution requirement and that will reduce or eliminate our exposure to income taxes. Furthermore, we believe our funds from operations are more than sufficient to support our current level of cash distributions to our stockholders. Our cash distributions to common stockholders, for the first nine months of 2011, totaled $161.3 million, representing 89.2% of our funds from operations available to common stockholders of $180.9 million. In comparison, our 2010 cash distributions to common stockholders totaled $182.5 million, representing 94.2% of our funds from operations available to common stockholders of $193.7 million.

The Class D preferred stockholders receive cumulative distributions at a rate of 7.375% per annum on the $25 per share liquidation preference (equivalent to $1.84375 per annum per share). The Class E preferred stockholders receive cumulative distributions at a rate of 6.75% per annum on the $25 per share liquidation preference (equivalent to $1.6875 per annum per share). Dividends on our Class D and Class E preferred stock are current.

Future distributions will be at the discretion of our Board of Directors and will depend on, among other things, our results of operations, FFO, cash flow from operations, financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, 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 the common or preferred 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.

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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” has generally been reduced to 15% (until it “sunsets” or reverts to the provisions of prior law, which under current law will occur with respect to taxable years beginning after December 31, 2012). 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 taxable corporations (such as our taxable REIT subsidiary, Crest) 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).

Distributions in excess of earnings and profits generally will be treated as a non-taxable reduction in the stockholders’ basis in their stock. Distributions above that basis, generally, will be taxable as a capital gain to stockholders who hold their shares as a capital asset. Approximately 26.8% of the distributions to our common stockholders, made or deemed to have been made in 2010, were classified as a return of capital for federal income tax purposes. We are unable to predict the portion of future distributions that may be classified as a return of capital.

Matters Pertaining to a Certain Tenant

On October 5, 2011, Friendly Ice Cream Corporation, or Friendly’s, one of our tenants, filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. Friendly’s leases 121 properties from us that, as of September 30, 2011, represented 3.6% of our rental revenue. In its filing, Friendly’s rejected the leases on only 15 of our 121 properties, representing approximately $1.3 million of annualized rental revenue. Any properties returned to us are immediately available for re-lease to other tenants. We believe that the demand in the market for these 15 properties will allow us to find suitable replacement tenants within the next 12 months. We anticipate that the majority of the properties should remain under lease, and that any stores that are vacated or where rental payments are adjusted as a result of the filing will not have a material impact on our operations and financial position, or on our ability to pay and increase the amount of the monthly dividend. However, there can be no assurance that Friendly’s will continue to pay rent for the remainder of the lease term on the remaining properties.

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 in our Annual Report on Form 10-K for the year ended December 31, 2010.

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. One of these judgments is our estimate for useful lives in determining depreciation expense for our properties. Depreciation on a majority of our buildings and improvements is computed using the straight-line method over an estimated useful life of 25 years. If we use a shorter or longer estimated useful life, it could have a material impact on our results of operations. We believe that 25 years is an appropriate estimate of useful life.

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When acquiring a property for investment purposes, we allocate the fair value of real estate acquired to: (1) land and (2) building and improvements, based in each case on their estimated fair values. In addition, any assumed mortgages payable are recorded at their estimated fair values.

For properties acquired with in-place operating leases, we allocate the fair value of real estate acquired to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their estimated fair values. Intangible assets and liabilities consist of above-market and below-market leases, the value of in-place leases, and tenant relationships.

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. Generally, a provision is made for impairment 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. Key inputs that we estimate in this analysis include projected rental rates, capital expenditures, property holding periods, 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 sheet. If events should occur that require us to reduce the carrying value of our real estate by recording provisions for impairment, it could have a material impact on our results of operations.

The following is a comparison of our results of operations for the three and nine months ended September 30, 2011 to the three and nine months ended September 30, 2010:

Rental Revenue

Rental revenue was $106.8 million for the third quarter of 2011, versus $86.7 million for the third quarter of 2010, an increase of $20.1 million, or 23.2%. The increase in rental revenue in the third quarter of 2011, compared to the third quarter of 2010, is primarily attributable to:

●	The 125 properties (5.5 million square feet) acquired by Realty Income in 2011, which generated $9.6 million of rent in the third quarter of 2011;

●	The 186 retail properties (2.3 million square feet) acquired by Realty Income in 2010, which generated $14.1 million of rent in the third quarter of 2011 compared to $5.5 million of rent in the third quarter of 2010, for an increase of $8.6 million;

●	Same store rents generated on 2,159 properties (17.8 million square feet) during the entire third quarters of 2011 and 2010, increased by $1.4 million, or 1.8%, to $81.1 million from $79.7 million;

●

A net increase of $304,000 relating to the aggregate of (i) rental revenue from 114 properties (1.1 million square feet) that were available for lease during part of 2011 or 2010, (ii) rental revenue related to 49 properties sold during 2011 and 2010 and (iii) lease termination settlements, which, in aggregate, totaled $1.5 million in the third quarter of 2011 compared to $1.2 million in the third quarter of 2010; and

●	A net increase in straight-line rent and other non-cash adjustments to rent of $76,000 in the third quarter of 2011 as compared to the third quarter of 2010.

Rental revenue was $306.7 million for the first nine months of 2011, versus $251.2 million for the first nine months of 2010, an increase of $55.5 million, or 22.1%. The increase in rental revenue in the first nine months of 2011, compared to the first nine months of 2010, is primarily attributable to:

●	The 125 properties (5.5 million square feet) acquired by Realty Income in 2011, which generated $15.2 million of rent in the first nine months of 2011;

●	The 186 properties (2.3 million square feet) acquired by Realty Income in 2010, which generated $42.06 million of rent in the first nine months of 2011 compared to $6.44 million in the first nine months of 2010, for an increase of $35.6 million;

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●	Same store rents generated on 2,159 properties (17.8 million square feet) during the entire first nine months of 2011 and 2010 increased by $3.7 million, or 1.5%, to $243.0 million from $239.3 million;

●

A net increase of $1.2 million relating to the aggregate of (i) rental revenue from 114 properties (1.1 million square feet) that were available for lease during part of 2011 or 2010, (ii) rental revenue related to 49 properties sold during 2011 and 2010, and (iii) lease termination settlements, which in aggregate, totaled $5.6 million in the first nine months of 2011 compared to $4.4 million in the first nine months of 2010; and

●	A net decrease in straight-line rent and other non-cash adjustments to rent of $202,000 in the first nine months of 2011 as compared to the first nine months of 2010.

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 available for lease at any time, (ii) were under development, (iii) we have made an additional investment, (iv) were involved in eminent domain and rent was reduced and (v) were re-leased with rent-free periods. Each of the exclusions from the same store pool is separately addressed within the applicable sentences above explaining the changes in rental revenue for the period. To enhance comparability of the results for the quarterly and year-to-date information, we have elected to use the same pool of properties for both the three and nine month analyses.

Of the 2,600 properties in the portfolio at September 30, 2011, 2,584, or 99.4%, are single-tenant properties and the remaining 16 are multi-tenant properties. Of the 2,584 single-tenant properties, 2,526, or 97.8%, were net leased with a weighted average remaining lease term (excluding rights to extend a lease at the option of the tenant) of approximately 11.1 years at September 30, 2011. Of our 2,526 leased single-tenant properties, 2,342, or 92.7%, were under leases that provide for increases in rents through:

●	Primarily base rent increases tied to a consumer price index (typically subject to ceilings);

●	Overage rent based on a percentage of the tenants’ 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 $241,000 in the third quarter of 2011 and $207,000 in the third quarter of 2010. Percentage rent was $921,000 in the first nine months of 2011 and $918,000 in the first nine months of 2010. Percentage rent in the third quarter and first nine months of 2011 was less than 1% of rental revenue and we anticipate percentage rent to continue to be less than 1% of rental revenue for the remainder of 2011.

Our portfolio of real estate, leased primarily to regional and national commercial enterprises under net leases, continues to perform well and provides dependable lease revenue supporting the payment of monthly dividends to our stockholders. At September 30, 2011, our portfolio of 2,600 properties was 97.7% leased with 59 properties available for lease as compared to 84 at December 31, 2010 and at September 30, 2010. It has been our experience that approximately 2% 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 could exceed these levels in the future.

Depreciation and Amortization

For the third quarter of 2011, depreciation and amortization was $31.9 million as compared to $23.9 million for the third quarter of 2010. For the first nine months of 2011, depreciation and amortization was $87.5 million as compared to $70.1 million for the first nine months of 2010. The increase in depreciation and amortization in 2011 was primarily due to the acquisition of properties in 2011 and 2010, which was partially offset by property sales in those same years. As discussed in the section entitled "Funds from Operations Available to Common Stockholders," depreciation and amortization is a non-cash item that is added back to net income available to common stockholders for our calculation of FFO and AFFO.

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Interest Expense

Interest expense was $28.6 million for the third quarter of 2011, as compared to $25.1 million for the third quarter of 2010. Interest expense was $79.3 million for the first nine months of 2011, as compared to $68.1 million for the first nine months of 2010. The increase in interest expense from 2010 to 2011 was primarily due to an increase in borrowings attributable to the issuance of our $250 million of 5.75% senior unsecured notes in June 2010, the $150 million re-opening of our 5.875% senior unsecured bonds due 2035 in June 2011 and higher credit facility commitment fees and origination costs as a result of our $425 million acquisition credit facility, which was entered into in December 2010.

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

	Three months ended						Nine months ended
	September 30,						September 30,
	2011			2010			2011			2010
Interest on our credit facility, notes, bonds and mortgages	$	27,627		$	24,260		$	76,531		$	65,677
Interest included in discontinued operations		(198	)		(137	)		(597	)		(400	)
Credit facility commitment fees		377			248			1,131			743
Amortization of credit facility origination costs, deferred financing costs and net mortgage premiums		888			766			2,570			2,091
Interest capitalized		(144	)		(2	)		(317	)		(5	)
Interest expense	$	28,550		$	25,135		$	79,318		$	68,106

	Three months ended						Nine months ended
	September 30,						September 30,
Credit facility, mortgages and notes outstanding	2011			2010			2011			2010
Average outstanding balances (dollars in thousands)	$	1,797,848		$	1,621,010		$	1,675,706		$	1,456,643
Average interest rates		5.9	%		6.0	%		6.0	%		6.0	%

At September 30, 2011, the weighted average interest rate on our:

●	Notes and bonds payable of $1.75 billion was 6.03%;

●	Mortgages payable of $68.2 million was 5.4%;

●	Credit facility outstanding borrowings of $96.6 million was 2.09%; and

●	Combined outstanding notes, bonds, mortgages and credit facility borrowings of $1.9 billion was 5.8%.

EBITDA and Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization)

EBITDA and Adjusted EBITDA are non-GAAP financial measures. Our EBITDA and Adjusted EBITDA computation may not be comparable to EBITDA and Adjusted EBITDA reported by other companies that interpret the definitions of EBITDA and Adjusted EBITDA differently than we do. Management believes EBITDA and Adjusted EBITDA to be meaningful measures of a REIT's performance because it is widely followed by industry analysts, lenders and investors and is used by management as one measure of performance. In addition, management utilizes Adjusted EBITDA because our $425 million credit facility uses a similar metric to measure our compliance with certain covenants. EBITDA and Adjusted EBITDA should be considered along with, but not an alternative to, net income, cash flow and FFO, as measures of our operating performance.

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The following is a reconciliation of net income, our most directly comparable GAAP measure, to Adjusted EBITDA (dollars in thousands):

	Three months ended						Nine months ended
	September 30,						September 30,
	2011			2010			2011			2010
Net income	$	40,780		$	31,654		$	116,027		$	92,907
Interest expense		28,550			25,135			79,318			68,106
Interest expense included in discontinued operations		198			137			597			400
Income taxes		367			335			1,102			890
Income tax benefit included in discontinued operations		(90	)		(88	)		(268	)		(288	)
Depreciation and amortization		31,869			23,941			87,542			70,145
Depreciation and amortization in discontinued operations		26			260			264			892
EBITDA		101,700			81,374			284,582			233,052
Provisions for impairment		169			84			378			171
Amortization of net premiums on mortgages payable		(98	)		--			(98	)		--
Gain on property sales		(55	)		--			(210	)		--
Gain on property sales in discontinued operations		(3,094	)		(1,919	)		(4,319	)		(4,284	)
Adjusted EBITDA	$	98,622		$	79,539		$	280,333		$	228,939

Interest Coverage Ratio

Interest coverage ratio is calculated as: Adjusted EBITDA divided by interest expense, including interest recorded as discontinued operations. We consider interest coverage ratio to be an appropriate supplemental measure of a company's ability to meet its interest expense obligations. Our calculation of interest coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.

	Three months ended				Nine months ended
	September 30,				September 30,
Dollars in thousands	2011		2010		2011		2010
Adjusted EBITDA	$	98,622	$	79,539	$	280,333	$	228,939
Divided by interest expense(1)	$	28,748	$	25,272	$	79,915	$	68,506
Interest coverage ratio		3.4		3.1		3.5		3.3

(1) Includes interest expense recorded to discontinued operations.

Fixed Charge Coverage Ratio

Fixed charge coverage ratio is calculated in exactly the same manner as interest coverage ratio, except that preferred stock dividends are also added to the denominator. We consider fixed charge coverage ratio to be an appropriate supplemental measure of a company’s ability to make its interest and preferred stock dividend payments. Our calculation of the fixed charge coverage ratio may be different from the calculation used by other companies and, therefore, comparability may be limited. This information should not be considered as an alternative to any GAAP liquidity measures.

	Three months ended				Nine months ended
	September 30,				September 30,
Dollars in thousands	2011		2010		2011		2010
Adjusted EBITDA	$	98,622	$	79,539	$	280,333	$	228,939
Divided by interest expense plus preferred stock dividends(1)	$	34,811	$	31,335	$	98,105	$	86,696
Fixed charge coverage ratio		2.8		2.5		2.9		2.6

(1) Includes interest expense recorded to discontinued operations.

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General and Administrative Expenses

General and administrative expenses increased by $978,000 to $7.1 million in the third quarter of 2011, as compared to $6.2 million in the third quarter of 2010. Included in general and administrative expenses are acquisition transaction costs of $233,000 for the third quarter of 2011, as compared to $102,000 for the third quarter of 2010. General and administrative expenses increased, during the three and nine months ended September 30, 2011, primarily due to increases in employee costs and higher acquisition transaction costs. In the third quarter of 2011, general and administrative expenses, as a percentage of total revenue, were 6.7%, as compared to 7.1% in the third quarter of 2010.

General and administrative expenses increased by $3.5 million to $23.0 million in the first nine months of 2011, as compared to $19.5 million in the first nine months of 2010. Included in general and administrative expenses are acquisition transaction costs of $1.1 million for the first nine months of 2011, as compared to $191,000 for the first nine months of 2010. As a percentage of total revenue, general and administrative expenses were 7.5%, in the first nine months of 2011, as compared to 7.8% in the first nine months of 2010. In October 2011, we had 80 employees, as compared to 76 employees in October 2010.

Property Expenses

Property expenses are broken down into costs associated with unleased properties, non-net leased multi-tenant properties and general portfolio expenses. Expenses related to unleased properties and multi-tenant properties include, but are not limited to, property taxes, maintenance, insurance, utilities, property inspections, bad debt expense, and legal fees. General portfolio costs include, but are not limited to, insurance, legal, property inspections, and title search fees. At September 30, 2011, 59 properties were available for lease, as compared to 84 at December 31, 2010 and at September 30, 2010.

Property expenses were $1.7 million in the third quarters of 2011 and 2010. Property expenses were $5.1 million in the first nine months of 2011, and $5.3 million in the first nine months of 2010. The decrease in property expenses, in the first nine months of 2011, is primarily attributable to a decrease in bad debt expense and a decrease in maintenance and utilities, partially offset by an increase in insurance costs associated with properties available for lease. Property expenses, for the three and nine months ended September 30, 2011, include $10,000 related to a provision for impairment on one property.

Income Taxes

Income taxes were $367,000 in the third quarter of 2011, as compared to $335,000 in the third quarter of 2010. Income taxes were $1.1 million in the first nine months of 2011, as compared to $890,000 in the first nine months of 2010. These amounts are for city and state income taxes paid by Realty Income.

Discontinued Operations

Operations from four investment properties classified as held for sale at September 30, 2011, plus properties previously sold, have been classified as discontinued operations. The following is a summary of income from discontinued operations on our consolidated statements of income (dollars in thousands):

	Three months ended						Nine months ended
	September 30,						September 30,
Income from discontinued operations	2011			2010			2011			2010
Gain on sales of investment properties	$	3,094		$	1,919		$	4,319		$	4,284
Rental revenue		83			519			439			2,209
Other revenue		7			7			35			25
Depreciation and amortization		(26	)		(260	)		(264	)		(892	)
Property expenses		(111	)		(230	)		(365	)		(896	)
Provisions for impairment		(158	)		(84	)		(368	)		(171	)
Crest’s income from discontinued operations		222			268			664			717
Income from discontinued operations	$	3,111		$	2,139		$	4,460		$	5,276