Realty Income Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 1999, 1998 and 1997

1. Organization and Operation

Realty Income Corporation (“Realty Income”, the “Company”, “we” or “our”) is organized in the State of Maryland. We invest in commercial retail real estate and have elected to be taxed as a real estate investment trust (“REIT”). As of December 31, 1999, we owned 1,076 properties in 45 states containing over 8.6 million leasable square feet.

2. Summary of Significant Accounting Policies and Procedures

Principles of Consolidation The accompanying consolidated financial statements include the accounts of Realty Income and entities we control (subsidiaries) after elimination of all material intercompany balances and transactions.

Cash  Equivalents We consider all short-term, highly liquid investments that are readily convertible to cash and have an original maturity of three months or less at the time of purchase to be cash equivalents.

Depreciation and Amortization Depreciation of buildings and improvements, and amortization of goodwill are computed using the straight-line method over an estimated useful life of 25 years. Amortization of goodwill for each of the years ended December 31, 1999, 1998 and 1997 was $924,000.

Leases All leases are accounted for as operating leases. Under this method, lease payments are recognized as revenue over the term of the lease.

Federal Income Taxes We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “IRS Code”). We believe Realty Income has qualified and continues to qualify as a REIT and therefore will be permitted to deduct distributions paid to its stockholders, eliminating the federal taxation of income represented by those distributions at the Company’s level. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements.

Distributions Paid and Payable Realty Income pays distributions monthly to our common stockholders. The following is a summary of monthly cash distributions paid per common share for the years ended December 31, 1999, 1998 and 1997.

The following presents the federal income tax characterization of distributions paid or deemed to be paid to common stockholders for the years ended December 31:

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