ANNUAL REPORT
1996

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Theme
WINNING IS NOT BY CHANCE
Realty Income owns and actively manages a portfolio of 740 commercial properties in 42 states throughout the United States. By purchasing the freestanding retail store locations of regional and national chain store operators and then leasing the locations back to them, Realty Income provides retailers with the opportunity to free up financial resources for expansion. The company's acquisition and investment activities are concentrated in highly specific target markets as we focus on middle-market retailers providing goods and services which satisfy basic human needs and are used by consumers every day.
Winning is Not by Chance
"Vision, Strategy and Method" are becoming as important as "location, location, location" in the measurement of successful real estate companies. As the public real estate industry continues to grow and competition increases, the leaders or winners will be companies with the best concept or vision, the best game plan or strategy and the best execution or method. This year's report demonstrates how Realty Income is positioned to be a winner in this challenging competition of real estate investing. Through strategic vision, well-executed investment methods and, most importantly, through financial strength, we intend to be an industry leader.  TOP
Management Letter
1996 was a good year. We achieved the goals we set for total returns to investors, efficient management of expenses, continued growth in our portfolio through property acquisitions, and strategic capital formation. Yet, much remains to be accomplished and we begin 1997 with renewed determination and energy to accomplish our strategic goals.
Continued Growth through Acquisitions  The timely and strategic acquisition and disposition of properties is key to Realty Income’s growth. In 1996 we purchased 62 new properties which brings our portfolio total to 740. These properties were acquired for a total of $55.5 million and further diversify our portfolio holdings. They are located in 22 states and represent 603,900 leasable square feet. All of these properties are leased under net lease agreements which means the tenant pays operating expenses, real estate taxes, insurance and maintenance of the property. The leases have an average term of 11.7 years and provide an initial cash-on-cash return of 10.65%. Each lease also provides for increasing payments during the term of the agreement.

We added Consumer Electronics as a new industry to the portfolio with the addition of two properties leased to Best Buy and 34 properties leased to Rex Stores. We also added to our investments in the Automotive Service industry with the acquisition of 12 properties leased to Econo Lube-N-Tune, four properties leased to Jiffy Lube, and three properties leased to Speedy/Car X. In the Convenience Store industry, we added four properties leased to Dairy Mart and two properties leased to East Coast Oil. We also acquired one restaurant property leased to Carvers, and expanded an existing Taco Bell restaurant. Finally, we further strengthened our portfolio in 1996 by selling seven properties which no longer met our investment criteria.

Successful Capital Market Transactions  We were pleased to announce in December 1996, that we were assigned investment grade corporate ratings by Duff & Phelps Credit Rating Co., Moody’s Investor Service, Inc., and Standard & Poor’s. The respective rating assignments were: BBB, Baa3, and BBB-. This is another important step in accomplishing our growth objectives, as it increases our range of options for financing the company’s business.guys3.gif (15385 bytes)

Another important benefit of such favorable ratings is the opportunity to attain higher margins between our long-term lease rates on new properties and the cost of capital to fund these acquisitions. This is in line with our goal to build shareholder value by the strategic use of capital.

In March 1996, we redeemed at par all outstanding variable rate senior notes due in 2001. These notes had an outstanding principal balance of $12,597,000 and were originally issued in conjunction with the August 1994 consolidation of the former Realty Income Corporation partnerships.

Our company remains conservatively capitalized with a debt to equity market capitalization ratio of 12.8%. The enhanced $130 million credit line originated in 1994 and extended to November 1999, remains in place with an outstanding balance of $70 million at year end.

Management Activities The commitment and experience of our senior management team is a source of pride. Their depth of understanding and specialization in net leases as a financing vehicle for middle-market retail chains is unique in our industry. We also have an effective and knowledgeable portfolio management team that utilizes advanced information systems to obtain real-time information about portfolio performance in order to assess buy and sell opportunities. We strongly believe that access to timely information is critical in our ability to manage capital, acquisitions and tenants.

We further strengthened our Board of Directors this year with the addition of Richard J. VanDerhoff, President and Chief Operating Officer of Realty Income, and Willard H. Smith, Jr, formerly a managing director of Merrill Lynch & Co. These two gentlemen add valuable experience and insight, and bring our total number of Directors to seven.

Operating Results and Shareholder Returns For the year ended December 31, 1996, revenue increased 10% to $57.0 million, compared with $51.6 million during the same period in 1995. Net income rose 26% to $32.2 million, up from $25.6 million. Net income per share increased to $1.40 in 1996 from $1.27 in 1995. Funds from operations increased 18% to $47.7 million versus $40.4 million for the same period a year ago. Funds from operations per share increased to $2.08 in 1996 from $2.00 in 1995.

Since the formation of the company we have consistently paid a monthly dividend to shareholders. This year we paid a regular dividend of $1.8625 per share, an increase of 2.1%. In addition, on January 11, 1996 we paid a special dividend of $.23 per share in order to distribute the accumulated earnings and profits related to the August 17, 1995 merger of the company with R.I.C. Advisor, Inc.

The price of our stock rose throughout the year with a closing price of $23 7/8 on December 31, 1996. Total equity market capitalization rose to over $548 million. The appreciation of stock price combined with dividends paid during the year provided shareholders with an annual total return on their investment in Realty Income of 14.4%.

Closing Thoughts We believe there is a paradigm shift occurring in our industry and significant changes will occur in the way companies approach this business over the next few years. Our goal for this year and the future is to position Realty Income as an industry leader and a company that anticipates and understands what will be required in this changing environment. As our theme this year indicates, "winning is not by chance."

Our creative approach of owning real estate by providing expansion capital to retail chains in highly focused niche markets has served us well for over 27 years. And just as we were the innovators in this area in the past, we hope to continue to be innovators as the public real estate industry evolves and changes. It is our intention to use this experience and specialized expertise to maintain our position as a market leader and provide attractive returns for our shareholders.

As always, we are dedicated to sound investment practices that generate growth and total returns and justify your investment in our company. We realize that shareholders today have a variety of investment options in public companies both within and outside of the real estate industry. Through strategic vision, diligent planning and efficient management we intend to continue to be a company you can count on. We thank you for your continued confidence and support.  TOP

Strategic Vision
 
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Our Success
     Is The Result
Of A Well-Chosen
          Strategy

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Strategic vision and in-depth understanding of our industry has provided us with a winning game plan for 27 years. As we move forward, our strategic vision and leadership status places us in an enviable competitive position as the commercial real estate industry changes and grows at an unprecedented rate.
 
Surveying the Situation  We believe we are in the midst of a major change in the financing and ownership of the commercial real estate industry. Currently, less than 3% of all commercial property is publicly owned. While on the increase, this percentage pales in comparison with the public ownership of other industries. The shift from private to public ownership of commercial real estate is occurring for a number of reasons. One of the most compelling is that public companies have better access to and a lower cost of capital to fund their activities. As such, they are able to produce higher margins, increase cash flows and compete more effectively for new properties than private owners. This situation is an unprecedented opportunity for REITs in general, and for Realty Income in particular.
A Winning Strategy  Developing a winning strategy and organizing resources appropriately are essential to competing at the top of any industry. In 1969, Realty Income identified a market niche and systematically built a portfolio around this niche. Twenty-seven years and a half billion dollars later, we are one of the largest owners of freestanding retail properties in America. According to F.W. Dodge, an independent research firm, there are approximately 5.6 billion square feet of freestanding, single tenant retail space in the United States, of which Realty Income owns just over five million square feet.

The tenants of these freestanding retail properties are convenience stores, consumer electronics stores, child care centers, restaurants, and other retailers providing goods and services which satisfy basic human needs and are used by consumers every day. In order to grow and expand, they need capital. Since real estate is their single largest capital expenditure, Realty Income’s method of purchasing the property and then leasing it back under a net lease arrangement, allows the retail chain to free up much needed capital to expand their business. There are very few large or public companies who compete in this market and 5.6 billion square feet of opportunity indicates we have room for growth.

Positioned to Play  Realty Income is in a unique position to capitalize on the changing real estate trends we have identified. Historically, our specialization and market expertise has allowed us to compete for properties within our market niche. However, as a public company with investment grade ratings and a lower cost of capital we anticipate we will be in an even better position during 1997 to compete for property in a market that is ripe for acquisitions. It is our goal to substantially expand our portfolio of freestanding retail properties and in doing so become a dominant provider of real estate expansion capital for national and regional middle-market retail chains.     TOP
 
Investment Method
 
target1.gif (1873 bytes) Our investment
     approach
focuses on delivering
     targeted results
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Realty Income has identified a highly specialized market with numerous investment opportunities. Our focus on providing expansion capital by buying a retailer’s property and leasing it back to them is an approach that has resulted in a portfolio of properties that is structured for consistent returns.
 
Establishing a Game Plan  A competition is often won or lost in the planning stage, and identifying a novel way to compete can be the key to winning. Realty Income has identified a highly specialized market in which most of the buyers of properties are small, private owners. Our primary competition for the financing of this market is the range of other financing options available to retailers through banks, specialty lenders or the public capital markets. Middle-market retail chains typically do not have unlimited access to this capital, so the sale and lease-back of their real estate is an attractive form of capital to fund expansion.
invpg6.gif (5070 bytes)Passing Inspection  In order to qualify for inclusion in our portfolio, new acquisitions must meet stringent investment and credit requirements. The properties must generate attractive current yields, and the tenant must be creditworthy with a proven market concept. We have established an in-depth, three part analysis that examines an opportunity based on: 1) industry, company, market conditions and credit profile; 2) location profitability; and 3) overall real estate characteristics, value, and comparative rental rates. Companies that have passed due diligence are generally those with fifty or more retail stores which are located in highly visible areas, with easy access to major thoroughfares, attractive demographics, and acquisition costs at or below appraised value. This is a concept that has proved successful over the previous 27 years. Since 1969 we have collected over 98% of all lease obligations in our targeted niche of middle-market retail chains.

Diversifying by Industry and Tenant  It is generally acknowledged that diversification reduces portfolio risk. Further diversification by industry, tenant type and geographical location in our portfolio continues to be a primary focus. Our portfolio is currently diversified through the ownership of 740 properties located in 42 states.

Investments in retail industries and retail chains include: Automotive Parts stores with Kragan, Schucks, and Checkers; Automotive Service centers with Econo Lube N’ Tune, Q-Lube, R & S Strauss and Speedy Muffler King; Child Day Care with Children’s World Learning Centers, La Petite Academy, and KinderCare Learning Centers; Consumer Electronics stores with Best Buy and Rex Stores; Convenience stores with 7-Eleven, Dairy Mart, East Coast Oil, and The Pantry, Inc.; Home Furnishings with Levitz Furniture; and Restaurants with Don Pablo’s, Carvers, Golden Corral, Hardees, Taco Bell, and Whataburger.

We have identified additional retail industries and retail chains and are analyzing additional property acquisitions that will further diversify our portfolio.  TOP
 
 
Financial Strength
 
column1.gif (964 bytes) Our strong
   capital structure
is the foundation
   for growth
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Realty Income has organized its financial resources with an eye towards providing consistent returns and financial rewards to its shareholders. A strong financial foundation enables us to efficiently access the most appropriate funds for continued portfolio growth and to achieve the highest possible returns on our property acquisitions.
   
Executing the Game Plan  Without adequate financial resources a visionary strategy and effective game plan are merely notes on a piece of paper. A primary requirement of a company’s successful plan is the ability to assemble and manage the assets required to compete and win. In the past we have funded our expansion with equity and our unsecured acquisition credit facility. With the awarding of investment grade corporate credit ratings and the continued maturation of the real estate capital markets, it is our intention to utilize the expanded number of financing options available to us. Over the coming months we will analyze the possible use of fixed rate corporate bonds, preferred stock and a variety of other alternatives that will allow us to finance our operations while maintaining a conservative capital structure.
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Managing Portfolio Assets
  We actively manage a portfolio of 740 properties. Ongoing review and analysis of retail and real estate market performance, operations, management and financial conditions of retail chains, and examination of the physical condition and maintenance of the properties themselves are all part of an active management process.

The most important goal in managing our portfolio is preserving our cash flow and generating internal growth. We have discussed how we plan to grow through acquisitions or external growth, but maintaining reliable revenue streams with growth potential is also vital to providing rewarding returns. We closely monitor our holdings to uncover underperforming properties to sell. We also negotiate rent accelerators which average 1% to 2% annually. Our overall goal is to achieve internal growth in excess of 2% annually.

Typical original lease lengths within the portfolio are for 10-20 years. Each lease generally provides for either fixed increases in rent, or increases tied to the Consumer Price Index or a percent of the individual retail location’s sales. Approximately 98% of our properties are leased under these terms with an average remaining lease length of 8.6 years.

Reaping the Rewards  Our objective is to provide an attractive risk adjusted return to our shareholders. A good portion of this total return is represented by the monthly dividend. One way to measure the ability to pay dividends is "funds from operations" or FFO. The calculation of FFO has been standardized by the National Association of Real Estate Investment Trusts and is defined as net income, minus gains or losses from sales, plus depreciation. Realty Income has experienced consistent growth in FFO since going public in 1994. This year we are again reporting an increase in FFO which is directly attributable to our acquisition strategy and active portfolio management. Our goal is to achieve acceptable annual increases in FFO and to consistently increase the dividends paid to our shareholders. TOP
 
Conclusion
REALTY INCOME:  A COMPANY TO GROW WITH
Over the past year, Realty Income has experienced growth in revenues, funds from operations, net income, dividends paid, and in the size of our real estate portfolio. Today we are the nation's largest publicly traded owner of freestanding, single-tenant retail properties diversified by industry, tenant and geographic location and operated under net lease agreements.
 
We sincerely believe that the strategy and game plan we have set forth will allow us to operate successfully over the coming year. We have outlined our plans for growth and how we intend to provide value to our shareholders. We have communicated a vision of the industry that, if we are right, will mark the beginning of explosive growth similar to that experienced by many other growth industries in recent years. We have demonstrated our track record in the charts and numbers that indicate we are on the right track and we have assembled the financial resources to allow us to compete in a demanding market. The pieces are in place and the game is going forward. We intend to work hard to win and thoroughly justify your investment in this company.
 

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