8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2006

W. P. Carey & Co. LLC

(Exact name of registrant as specified in its charter)

Delaware	001-13779	13-3912578
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

50 Rockefeller Plaza
New York, NY
(Address of principal executive offices) 10020
(Zip Code)

(212) 492-1100
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 2.01 Completion of Acquisition or Disposition of Assets.
	ITEM 9.01 Financial Statements and Exhibits.
SIGNATURES
EX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLP
EX-99.1: FINANCIAL STATEMENTS OF ACQUIRED ASSETS
EX-99.2: PRO FORMA FINANCIAL INFORMATION

Explanatory Note:

On December 1, 2006, the registrant filed a Current Report on Form 8-K to report the acquisition of 37 properties from Corporate Property Associates 12 Incorporated (“CPA^®:12”), an affiliated entity. The purpose of this amendment to the Current Report is to include the financial statements of the acquired assets and the pro forma financial information required by Article 11 of Regulation S-X, which are attached as Exhibits 99.1 and 99.2, respectively, hereto.

ITEM 2.01 Completion of Acquisition or Disposition of Assets.

On December 1, 2006, the registrant completed the acquisition of interests in 37 properties from CPA^®:12. The purchase price was approximately $126 million, including the assumption of approximately $58.7 million in third party mortgage debt. The actual purchase price was less than the originally contemplated purchase price of approximately $199.2 million due to the sale of properties to third parties by CPA^®:12 prior to December 1, 2006. The properties acquired total approximately 1.7 million square feet and consist primarily of warehouse, distribution and industrial facilities located in the United States and France. A summary of the properties follows below. The price paid for the properties was based on an appraisal performed by a third party appraiser.

When the registrant obtains an economic interest in an entity, the registrant evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the registrant is deemed to be the primary beneficiary, in accordance with FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” (“FIN 46(R)”). The registrant consolidates (i) entities that are VIEs and of which the registrant is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the registrant controls. Such entities are referred to as the “Consolidated Properties” in this Form 8-K/A and Exhibits. Entities that the registrant accounts for under the equity method (i.e. at cost, increased or decreased by the registrant’s share of earnings or losses, less distributions) include (i) entities that are VIEs and of which the registrant is not deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the registrant does not control, but over which the registrant has the ability to exercise significant influence. Such entities are referred to as the “Equity Investments in Real Estate” in this Form 8-K/A and Exhibits. The registrant will reconsider its determination of whether an entity is a VIE and who the primary beneficiary is if certain events occur that are likely to cause a change in the original determinations.

The registrant’s acquisition of CPA^®:12 properties was made in connection with the acquisition of CPA^®:12’s remaining interests in properties by Corporate Property Associates 14 Incorporated (“CPA^®:14”), constituting 87 properties consisting primarily of office, industrial, retail and warehouse facilities located in 25 states, totaling approximately 6.6 million square feet, for approximately $536 million in cash, stock and assumption of debt. The properties acquired by the registrant all have remaining lease terms of less than eight years and do not meet the investment objectives of CPA^®:14.

CPA^®:14 is, and CPA^®:12 prior to the merger was, managed by the registrant. In connection with the acquisition of the properties by the registrant and the acquisition by CPA^®:14 of the other CPA^®:12 properties, the registrant received approximately $49.8 million in disposition and termination revenue paid by CPA^®:12.

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Property Summary

Consolidated Properties

				Fair Value of Debt
Lease Obligor	Property Location	Purchase Price		Assumed (1)		Annual Rent (2)		Lease Term (3)
Pharmaco International, Inc.	Austin, TX (7 locations)	$	17,940,000	$	—	$	1,614,865	Nov 2010
Career Education Corp.	Mendota Heights, MN		16,890,000		7,011,193		1,731,728	May 2011
Cree, Inc.	Sunnyvale, CA		7,080,000		—		1,026,297	Nov 2011
Sports & Fitness Clubs of America, Inc.	Austin, TX		9,290,000		3,013,707		850,484	Jun 2013
Wal-Mart Stores, Inc.	Greenfield, IN		5,970,000		—		567,745	Jan 2010
Vacant	Chattanooga, TN		6,230,000		—		—	N/A
Vacant land	San Leandro, CA		1,492,000		—		—	N/A
		$	64,892,000	$	10,024,900	$	5,791,119

Equity Investments in Real Estate (Pro Rata Ownership Share Purchased)

				Fair Value of Debt
Lease Obligor	Property Location	Purchase Price		Assumed (1)		Annual Rent (2)		Lease Term (3)
Carrefour France SAS (4)	Lens (3 locations), Nimes (4 locations), Colomiers (4 locations), Thuit Hebert (2 locations), Crepy en Valois (2 locations), Ploufragan and Cholet, France	$	37,315,593	$	31,745,543	$	4,462,269	Dec 2011
Medica France SA (5)	Chatou, Poissy, Rosny sous Bois, Paris, Rueil Malmaison and Sarcelles, France		20,917,820		14,146,126		2,001,093	Jun 2010
The Retail Distribution Group (6)	Grand Rapids, MI		2,880,160		2,800,756		371,884	Nov 2011
		$	61,113,573	$	48,692,425	$	6,835,246

(1)	As of December 1, 2006
(2)	Represents current rent presented on an annualized basis
(3)	Initial lease term exclusive of any lease renewal options
(4)	Represents 27.125% interest in the properties
(5)	Represents 35% interest in the properties
(6)	Represents 40% interest in the property

ITEM 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements of the acquired assets, required pursuant to Rule 3-14 of Regulation S-X, are attached as Exhibit 99.1 hereto.

(b) Pro Forma Financial Information.

The pro forma financial information required pursuant to Article 11 of Regulation S-X, is attached as Exhibit 99.2 hereto.

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(c) Exhibits.

Exhibit No.	Exhibit
23.1	Consent of PricewaterhouseCoopers LLP
99.1	Financial Statements of Acquired Assets
99.2	Pro Forma Financial Information

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	W. P. Carey & Co. LLC
Date: February 16, 2007	By:	/s/ Mark J. DeCesaris
		Mark J. DeCesaris
		Managing Director and acting Chief Financial Officer

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-81814), Form S-3D (No. 333-46083), and Form S-8 (Nos. 333-90880, 333-64549 and 333-56121) of W. P. Carey & Co. LLC of our report dated February 16, 2007 relating to the Combined Statements of Revenues and Certain Expenses of Corporate Property Associates 12 Incorporated, which appears in this Current Report on Form 8-K/A.

/s/ PricewaterhouseCoopers LLP

New York, New York
February 16, 2007

EX-99.1

Exhibit 99.1

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of W. P. Carey & Co. LLC:

We have audited the accompanying combined statements of revenues and certain expenses of the properties acquired by W. P. Carey & Co. LLC from Corporate Property Associates 12 Incorporated (the “Properties”), for each of the three years ended December 31, 2005, 2004, and 2003 (the “Statements”). These Statements are the responsibility of the management of W. P. Carey & Co. LLC. Our responsibility is to express an opinion on these Statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Statement. We believe that our audits provide a reasonable basis for our opinion.

The accompanying Statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the current report on Form 8-K of W. P. Carey & Co. LLC) as described in Note 1 to the Statements and are not intended to be a complete presentation of the revenues and expense of the Properties.

In our opinion, the Statements referred to above present fairly, in all material respects, the revenues and certain expenses of the Properties for each of the years ended December 31, 2005, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers LLP

New York, New York
February 16, 2007

1

W. P. CAREY & CO. LLC
COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(in thousands)

Properties that will be consolidated by the Company:

	(Unaudited)
	Nine Months Ended September 30,						Year Ended December 31,
	2006			2005			2005			2004			2003
REVENUES:
Rental income	$	4,760		$	4,686		$	6,292		$	5,601		$	5,396
Interest income from direct financing leases		—			—			—			767			920
Other		—			15			28			161			—
		4,760			4,701			6,320			6,529			6,316
CERTAIN EXPENSES:
Property		(71	)		(147	)		(210	)		(117	)		(75	)
		(71	)		(147	)		(210	)		(117	)		(75	)
REVENUES IN EXCESS OF CERTAIN EXPENSES:	$	4,689		$	4,554		$	6,110		$	6,412		$	6,241

Properties that will be accounted for under the equity method of accounting by the Company:

	(Unaudited)
	Nine Months Ended September 30,						Year Ended December 31,
	2006			2005			2005			2004			2003
REVENUES:
Rental income	$	16,787		$	16,731		$	22,026		$	20,999		$	16,780
Interest income from direct financing leases		—			—			—			—			—
Other		1,446			1,527			1,590			1,516			1,224
		18,233			18,258			23,616			22,515			18,004
CERTAIN EXPENSES:
Property		(1,862	)		(1,998	)		(2,157	)		(2,174	)		(1,899	)
		(1,862	)		(1,998	)		(2,157	)		(2,174	)		(1,899	)
REVENUES IN EXCESS OF CERTAIN EXPENSES:	$	16,371		$	16,260		$	21,459		$	20,341		$	16,105

The accompanying notes are an integral part of these financial statements.

2

W. P. CAREY & CO. LLC
NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(in thousands)

NOTE 1. Acquisition of Properties, Basis of Presentation and Significant Accounting Policies

Acquisition of Properties

On December 1, 2006, W. P. Carey & Co. LLC (the “Company”) acquired interests in 37 properties from Corporate Property Associates 12 Incorporated (“CPA^®:12”), an affiliate, in connection with CPA^®:12’s merger with Corporate Property Associates 14 Incorporated, an affiliate. Except for two properties which are vacant, the properties acquired are generally commercial and industrial properties net leased on a single tenant basis.

Basis of Presentation

The accompanying combined statements of revenues and certain expenses (the “statements”) have been prepared using the accrual method of accounting and are prepared specifically for inclusion within this Form 8-K/A for the purpose of complying with certain rules and regulations of the Securities and Exchange Commission and are not intended to be a complete presentation of the actual operations of the properties for the periods presented. Certain items may not be comparable to the future operations of the properties. Excluded items consist of interest expense, depreciation and amortization, and other costs not directly related to the future operations of the properties. In the future there may be interest expense, depreciation and/or amortization expenses associated with these properties.

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” (“FIN 46(R)”). The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company controls. Such entities are referred to as the “Consolidated Properties” in this Form 8-K/A and Exhibits. Entities that the Company accounts for under the equity method (i.e. at cost, increased or decreased by the Company’s share of earnings or losses, less distributions) include (i) entities that are VIEs and of which the Company is not deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company does not control, but over which the Company has the ability to exercise significant influence. Such entities are referred to as the “Equity Investments in Real Estate” in this Form 8-K/A and Exhibits. The Company will reconsider its determination of whether an entity is a VIE and who the primary beneficiary is if certain events occur that are likely to cause a change in the original determinations.

The statements for the years ended December 31, 2005, 2004 and 2003 are audited and for the nine months ended September 30, 2006 and 2005 are unaudited and both are derived from the historical books and records of CPA^®:12 for consolidated properties and from the historical books and records of each venture where the interest acquired in the property is accounted for as an equity investment in real estate. The statements represent 100% of the results of the properties, regardless of the Company’s ultimate ownership interest and basis of accounting. In the opinion of management, the statements reflect all necessary adjustments for a fair presentation of the revenues and certain expenses of the respective interim periods. All such adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of results for the full year.

Revenue Recognition

The interests in the properties acquired from CPA^®:12, except for two properties which are vacant, are leased to others on a net lease basis, whereby the tenant is generally responsible for all operating expenses relating to the property, including property taxes, insurance, maintenance and repairs. Substantially all of the Company’s leases provide for either scheduled rent increases, periodic rent increases based on formulas indexed to increases in the Consumer Price Index or sales overrides. Rents from sales overrides (percentage rents) are recognized as reported by the lessees, that is, after the level of sales requiring a rental payment to the Company is reached. The properties also recognize revenue for late fees and reimbursable costs that are included in other revenue as earned.

3

W. P. CAREY & CO. LLC
NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES (Continued)
(in thousands)

The leases are accounted for under either the direct financing or operating methods. These methods are described below:

Direct financing method — Leases accounted for under the direct financing method are recorded at their net investment. Unearned income is deferred and amortized to income over the lease terms so as to produce a constant periodic rate of return on the Company’s net investment in the lease.

Operating method — Real estate is recorded at cost less accumulated depreciation; minimum rental revenue is recognized on a straight-line basis over the term of the related leases and expenses (including depreciation) are charged to operations as incurred.

As a result of a lease restructuring, the Chattanooga, Tennessee property was reclassified from a direct finance lease to an operating lease in October 2004. The results of this property for the years ended December 31, 2005, 2004 and 2003 have been included in the combined statements of revenues and certain expenses.

Foreign Currency Translation

For operations in France that prepare financial statements in the Euro, results of operations are translated to the U.S. dollar using the average exchange rate during the applicable period as follows:

Period	Euro
Nine months ended September 30, 2006	$	1.24498
Nine months ended September 30, 2005		1.26417
Year ended December 31, 2005		1.24539
Year ended December 31, 2004		1.24386
Year ended December 31, 2003		1.13208

Property Expenses

Property expenses principally consist of property-level specific costs including reimbursable tenant costs, professional fees, insurance, repairs and maintenance and real estate taxes.

Use of Estimates

The preparation of these statements using the accrual method of accounting requires management to make estimates and assumptions that affect the reported amounts of revenues and certain expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2. Revenues

Revenue is principally obtained from tenant rentals on a net lease basis whereby the tenant is responsible for substantially all operating expenses relating to the property including real estate taxes, insurance and maintenance and repairs. The leases have remaining current lease terms that expire between January 2010 and June 2013. The leases may also provide for extension options, generally at then-prevailing market rates. For the purpose of these statements, rental revenues include lease revenues from leases classified as operating leases and interest income from direct financing leases.

4

Scheduled future minimum rents, exclusive of renewals, contingent rentals and expenses paid by tenants and future CPI-based increases, under non-cancelable operating leases are approximately as follows:

			Equity Investments
Year ending December 31,	Consolidated Properties		in Real Estate (a)
2007	$	5,952	$	24,005
2008		5,952		24,033
2009		5,989		23,724
2010		5,474		20,075
2011		2,653		17,103
Thereafter		4,678		2,159

(a) The Company will only be entitled to a pro rata share of these revenues based upon its percentage holding of equity in each of the ventures.

5

EX-99.2

Exhibit 99.2

W. P. CAREY & CO. LLC

The pro forma consolidated financial statements of W. P. Carey & Co. LLC (the “Company”), which are unaudited, have been prepared based on the historical financial statements of the Company. The pro forma consolidated balance sheet of the Company as of September 30, 2006 has been prepared as if the acquisition of the interests in the properties and the related assumption of mortgage debt and non-recurring revenue earned in connection with the merger of Corporate Property Associates 12 Incorporated (“CPA^®:12”) into Corporate Property Associates 14 Incorporated (“CPA^®:14”) had occurred on September 30, 2006. The pro forma consolidated balance sheet also includes pro forma adjustments for cash received and disbursed as a result of revenues earned in connection with the merger transactions, CPA^®:12’s special cash distribution and drawdown made under our line of credit. The pro forma consolidated statements of income for the year ended December 31, 2005 and nine months ended September 30, 2006, have been prepared as if the acquisition of the interests in the properties and the related assumption of mortgage debt had occurred on January 1, 2005. For pro forma purposes, the pro forma consolidated statements of income also give effect, net of taxes where appropriate, to reclassifications of prior period amounts to conform to current presentation and the impact of the merger on revenues, depreciation, amortization and equity investments in real estate and interest expense.

Pro forma adjustments are intended to reflect what the effect would have been had the Company held its ownership interest as of January 1, 2005 less amounts, which have been recorded in the historical consolidated statements of income. In management’s opinion, all adjustments necessary to reflect the effects of these acquisitions and non-recurring revenue earned in connection with the merger of CPA^®:12 into CPA^®:14 have been made. The pro forma consolidated financial statements should be read in conjunction with the historical consolidated financial statements and notes thereto of the Company included in its Report on Form 10-K for the year ended December 31, 2005 and on Form 10-Q for the nine months ended September 30, 2006.

The pro forma information is unaudited and is not necessarily indicative of the financial condition or results of operations had the acquisition occurred on January 1, 2005, or on any particular date in the future, nor are they necessarily indicative of the financial position, cash flows or results of operations of future periods.

1

W. P. CAREY & CO. LLC

PRO FORMA CONSOLIDATED BALANCE SHEET (Unaudited)
September 30, 2006
(In thousands)

				CPA®:12			Pro Forma			WPC Pro Forma
	Historical (1)			Acquisition (2)			Adjustments			Consolidated
ASSETS
Real estate, net	$	488,436		$	50,150		$	(2,548	)(3)(7)	$	536,038
Net investment in direct financing leases		115,406									115,406
Equity investments in real estate		146,846			12,736			(10,147	)(4)		148,737
								(698	)(3)
Operating real estate, net		7,560									7,560
Assets held for sale		5,517									5,517
Cash and cash equivalents		17,999			(53,703	)		66,185	(5)		32,947
								3,000	(6)
								(534	)(7)
Due from affiliates		83,111									83,111
Goodwill		63,607									63,607
Intangible assets, net		33,494			14,736						48,230
Other assets, net		34,637			(13,894	)					20,743
Total assets	$	996,613		$	10,025		$	55,258		$	1,061,896
LIABILITIES AND MEMBERS’ EQUITY
Liabilities:
Limited recourse mortgage notes payable	$	251,654		$	10,025					$	261,679
Credit facility		—					$	3,000	(6)		3,000
Accrued interest		1,760									1,760
Distributions payable		17,340									17,340
Due to affiliates		1,120									1,120
Deferred revenue		33,771									33,771
Accounts payable and accrued expenses		24,987									24,987
Prepaid and deferred rental income and security deposits		4,898									4,898
Accrued income taxes		466						23,519	(8)		23,985
Deferred income taxes, net		39,322									39,322
Other liabilities		12,393						(281	)(5)		12,112
Total liabilities		387,711			10,025			26,238			423,974
Minority interest in consolidated entities		7,493									7,493
Commitments and contingencies
Members’ equity:
Common stock		742,195									742,195
Distributions in excess of accumulated earnings		(140,471	)					29,020	(8)		(111,451	)
Accumulated other comprehensive loss		(315	)								(315	)
Total members’ equity		601,409						29,020			630,429
Total liabilities and members’ equity	$	996,613		$	10,025		$	55,258		$	1,061,896

The accompanying notes are an integral part of these pro forma consolidated financial statements.

2

W. P. CAREY & CO. LLC

PRO FORMA CONSOLIDATED STATEMENT OF INCOME (Unaudited)
For the year ended December 31, 2005
(In thousands, except per share and share amounts)

										Acquisition of			Acquisition of			Adjustments to						W. P. Carey
	W. P. Carey						W. P. Carey as			Consolidated			Equity Investments			3-14 Financial			Pro Forma			Pro Forma
	Historical (A)			Reclassifications (B)			Adjusted			Properties (C)			in Real Estate (C)			Statements (C)			Adjustments			Consolidated
REVENUES:
Asset management revenue	$	62,294		$	(9,962	)	$	52,332											$	(3,853	)(D)	$	48,479
Structuring revenue		28,197						28,197															28,197
Reimbursed costs from affiliates		—			9,962			9,962															9,962
Rental income		52,386			(622	)		51,764		$	6,292		$	22,026		$	(22,026	)		(126	)(E)		57,930
Interest income from direct financing leases		17,149			(1,698	)		15,451															15,451
Other operating income		6,592			(3,012	)		3,580			28			1,590			(1,590	)					3,608
Revenues of other business operations		7,499						7,499															7,499
		174,117			(5,332	)		168,785			6,320			23,616			(23,616	)		(3,979	)		171,126
OPERATING EXPENSES:
General and administrative		(55,184	)		9,962			(45,222	)											13	(F)		(45,209	)
Reimbursable costs		—			(9,962	)		(9,962	)														(9,962	)
Depreciation		(11,939	)		119			(11,820	)											(1,296	)(F)(G)		(13,116	)
Amortization		(8,813	)		(319	)		(9,132	)											(623	)(G)		(9,755	)
Property expenses		(7,396	)		466			(6,930	)		(210	)		(2,157	)		2,157						(7,140	)
Impairment charge		(15,154	)		9,450			(5,704	)														(5,704	)
Operating expenses of other business operations		(6,327	)					(6,327	)														(6,327	)
		(104,813	)		9,716			(95,097	)		(210	)		(2,157	)		2,157			(1,906	)		(97,213	)
OTHER INCOME AND EXPENSES:
Other interest income		3,511						3,511															3,511
Income from equity investments in real estate		5,182						5,182									1,682			(1,575	)(H)		5,289
Minority interest in income		(264	)					(264	)														(264	)
Gain on sale of securities, foreign currency transactions and other gains, net		1,305						1,305															1,305
Interest expense		(16,787	)					(16,787	)											(972	)(I)		(17,759	)
		(7,053	)					(7,053	)								1,682			(2,547	)		(7,918	)
Income from continuing operations before income taxes		62,251			4,384			66,635			6,110			21,459			(19,777	)		(8,432	)		65,995
Provision for income taxes		(19,390	)					(19,390	)											(3,463	)(J)		(22,853	)
Income from continuing operations	$	42,861		$	4,384		$	47,245		$	6,110		$	21,459		$	(19,777	)	$	(11,895	)	$	43,142
PRO FORMA EARNINGS PER SHARE (K):
Basic	$	1.14					$	1.25														$	1.14
Diluted	$	1.10					$	1.21														$	1.11
PRO FORMA WEIGHTED AVERAGE SHARES OUTSTANDING (J):
Basic		37,688,835						37,688,835															37,688,835
Diluted		39,020,801						39,020,801															39,020,801

The accompanying notes are an integral part of these pro forma consolidated financial statements.

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W. P. CAREY & CO. LLC

PRO FORMA CONSOLIDATED STATEMENT OF INCOME (Unaudited)
For the nine months ended September 30, 2006
(In thousands, except per share and share amounts)

										Acquisition of			Acquisition of			Adjustments to						W. P. Carey
	W. P. Carey						W. P. Carey as			Consolidated			Equity Investments			3-14 Financial			Pro Forma			Pro Forma
	Historical (A)			Reclassifications (B)			Adjusted			Properties (C)			in Real Estate (C)			Statements (C)			Adjustments			Consolidated
REVENUES:
Asset management revenue	$	43,478					$	43,478											$	(2,479	)(D)	$	40,999
Structuring revenue		15,788						15,788															15,788
Reimbursed costs from affiliates		36,654						36,654															36,654
Rental income		44,993						44,993		$	4,760		$	16,787		$	(16,787	)		(94	)(E)		49,659
Interest income from direct financing leases		10,182						10,182															10,182
Other operating income		1,937						1,937						1,446			(1,446	)					1,937
Revenues of other business operations		5,109						5,109															5,109
		158,141						158,141			4,760			18,233			(18,233	)		(2,573	)		160,328
OPERATING EXPENSES:
General and administrative		(29,829	)					(29,829	)											(20	)(F)		(29,849	)
Reimbursable costs		(36,654	)					(36,654	)														(36,654	)
Depreciation		(10,984	)					(10,984	)											(972	)(F)(G)		(11,956	)
Amortization		(6,730	)	$	(306	)		(7,036	)											(467	)(G)		(7,503	)
Property expenses		(5,652	)		306			(5,346	)		(71	)		(1,862	)		1,862						(5,417	)
Operating expenses of other business operations		(4,414	)					(4,414	)														(4,414	)
		(94,263	)		—			(94,263	)		(71	)		(1,862	)		1,862			(1,459	)		(95,793	)
OTHER INCOME AND EXPENSES:
Other interest income		2,369						2,369															2,369
Income from equity investments in real estate		5,726						5,726									1,430			(1,506	)(H)		5,650
Minority interest in income		(568	)					(568	)														(568	)
Gain on sale of securities, foreign currency transactions and other gains, net		5,723						5,723															5,723
Interest expense		(13,324	)					(13,324	)											(721	)(I)		(14,045	)
		(74	)					(74	)								1,430			(2,227	)		(871	)
Income from continuing operations before income taxes		63,804						63,804			4,689			16,371			(14,941	)		(6,259	)		63,664
Provision for income taxes		(16,300	)					(16,300	)											(2,344	)(J)		(18,644	)
Income from continuing operations	$	47,504		$	—		$	47,504		$	4,689		$	16,371		$	(14,941	)	$	(8,603	)	$	45,020
PRO FORMA EARNINGS PER SHARE (K):
Basic	$	1.26					$	1.26														$	1.19
Diluted	$	1.22					$	1.22														$	1.15
PRO FORMA WEIGHTED AVERAGE SHARES OUTSTANDING (J):
Basic		37,880,778						37,880,778															37,880,778
Diluted		39,215,134						39,215,134															39,215,134

The accompanying notes are an integral part of these pro forma consolidated financial statements.

4

W. P. CAREY & CO. LLC

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)

Pro Forma Consolidated Balance Sheet

1. Derived from the historical unaudited consolidated balance sheet of W. P. Carey & Co. LLC (the “Company”), included in the Company’s quarterly report on Form 10-Q.

2. Acquisition of interests in properties by the Company from Corporate Property Associates 12 Incorporated (“CPA^®:12”) - - On December 1, 2006, the Company acquired interests in 37 properties from CPA^®:12, an affiliate, (the “CPA^®:12 Acquisition”) for $126,006 (including the pro rata values of properties which, for financial reporting purposes, will be accounted for under the equity method of accounting), including the assumption of $58,717 in third party limited-recourse property-level debt. The purchase price of the properties was based on a third party valuation of the properties. The property interests acquired are listed in detail within Item 2.01 “Completion of Acquisition or Disposition of Assets” in the attached Form 8-K/A.

Immediately prior to the merger of CPA^®:12 into Corporate Property Associates 14 Incorporated (“CPA^®:14”), each CPA^®:12 shareholder received a special cash distribution of $3.19 per share, out of the proceeds of the sales of properties to the Company and to third parties. In the merger, shareholders of CPA^®:12 could elect to receive either $10.30 per share in cash or 0.8692 CPA^®:14 shares for each share of CPA^®:12. At the time of the merger, the Company owned 2,134,140 shares of CPA^®:12 and received $6,808 as a result of the special cash distribution of $3.19 per share, and elected to receive $9,861 in cash and 1,022,800 shares of CPA^®:14 stock in the merger. In connection with the merger, the Company received revenues of $25,379 in connection with the termination of the advisory agreements with CPA^®:12 and subordinated disposition revenues of $24,418. Subordinated disposition revenues approximating $3,780 received from CPA^®:12 related to properties identified for sale from CPA^®:12 to the Company will not be recognized as income but will reduce the cost of the properties the Company acquired. In addition, the Company made a payment to CPA^®:12 of $534 in respect of one of the properties which had been sold at a price below its previously appraised value, which has been included as part of the assets acquired. In addition, the Company has agreed that if it enters into a definitive agreement to sell any of the CPA^®:12 Acquisition properties within six months of the merger at a price that is higher than the price paid to CPA^®:12, the Company will pay to former CPA^®:12 shareholders an amount equal to 85% of the excess (net of selling expenses and fees) on any such sale.

A subsidiary of the Company has agreed to indemnify CPA^®:14 if CPA^®:14 suffers certain losses arising out of a breach by CPA^®:12 of its representations and warranties under the merger agreement and having a material adverse effect on CPA^®:14 after the merger, up to the amount of fees received by such subsidiary of the Company in connection with the merger. The Company has evaluated the exposure related to this indemnification and has determined the exposure to be minimal. No pro forma effect has been made in connection with this indemnification. A subsidiary of the Company has also agreed to waive any acquisition revenues payable by CPA^®:14 under its advisory agreement with the Company’s subsidiary in respect of the properties being acquired in the merger, and has also agreed to waive any disposition revenues that may subsequently be payable by CPA^®:14 to the subsidiary upon a sale of such assets.

In connection with the acquisition of properties, purchase costs are allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values, which were determined by a third party valuation. The values of the tangible assets, consisting of land, buildings and tenant improvements, are determined as if vacant. Intangible assets including the above-market value of leases, the value of in-place leases and the value of tenant relationships are recorded at their relative fair values. There were no below-market lease intangibles arising from the Company’s acquisition of properties from CPA^®:12.

Above-market in-place lease values for owned properties are recorded based on the present value (using an interest rate reflecting the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition of the properties and (ii) the estimated fair market lease rates for the property or equivalent property, measured over a period equal to the

5

W. P. CAREY & CO. LLC

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share and per share amounts)

remaining non-cancelable term of the lease. The capitalized above-market lease value is amortized as a reduction of rental income over the remaining non-cancelable term of each lease.

The total amount of other intangibles are allocated to in-place lease values and tenant relationship intangible values based on an evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with each tenant. Characteristics that are considered in allocating these values include the nature and extent of the existing relationship with the tenant, prospects for developing new business with the tenant, the tenant’s credit quality and the expectation of lease renewals among other factors. Intangibles for above-market, in-place lease intangibles and tenant relationships are amortized over their estimated useful lives. In the event that a lease is terminated the unamortized portion of each intangible, including market rate adjustments, in-place lease values and tenant relationship values, is charged to expense.

Factors considered in the analysis include the estimated carrying costs of the property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases. The Company also considers information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include real estate taxes, insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical expected lease-up periods, based on an assessment of specific market conditions. Estimated costs to execute leases including commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of the property are also considered.

The value of in-place leases are amortized to expense over the remaining initial term of each lease. The value of tenant relationship intangibles are amortized to expense over the initial and expected renewal terms of the leases but no amortization periods for intangibles will exceed the remaining depreciable life of the building.

The fair value of intangible assets identified in the transaction have been allocated as follows:

	Consolidated		Equity Investments
	Properties		in Real Estate
Intangible assets
In-place lease	$	4,921	$	10,475
Tenant relationship value		4,070		786
Above-market lease		5,745		4,539
	$	14,736	$	15,800

The CPA^®:12 Acquisition is more fully described in the Registration Statement filed by CPA^®:14 on Form S-4 on October 25, 2006, as amended, (File No. 333-136031).

3. Represents $3,780 of subordinated disposition revenue from CPA^®:12 related to the interests in the properties acquired by the Company from CPA^®:12 which is not recognized as income and instead reduces the cost basis of the properties. This reduction in basis has been ratably allocated between consolidated properties and equity investments in real estate.

6

W. P. CAREY & CO. LLC

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share and per share amounts)

4. Reflects the exchange of the Company’s interest in CPA^®:12 for cash and shares of CPA^®:14 as follows:

	Cash			Share
	Election			Election			Total
Historical cost basis in CPA®:12 shares at September 30, 2006	$	9,964		$	12,303		$	22,267
Special cash distribution		(3,054	)		(3,754	)		(6,808	)
Adjusted basis in CPA®:12 shares at date of merger		6,910			8,549			15,459
Cash received on exchange of shares		9,861			—			9,861
Fair value of CPA®:14 shares received		—			12,120			12,120
Recognized gains on exchange	$	2,951		$	3,571		$	6,522
Historical cost basis in CPA®:12 shares							$	22,267
CPA®:14 shares retained								12,120
Net reduction in carrying value of CPA®:12 and CPA®:14 shares							$	10,147

5. Reflects cash received by the Company from CPA^®:12 as follows:

Subordinated disposition revenue (i)	$	24,418
Subordinated incentive revenue (ii)		25,098
Cash received on exchange of CPA®:12 shares (see Note 4)		9,861
Special cash distribution (iii)		6,808
	$	66,185

(i)	Includes $2,349, paid by CPA®:12, related to sales of properties since inception but prior to the acquisition of properties by CPA®:14. In connection with the merger, subordinated disposition revenue was received equal to 3% of the sales price from the disposition of properties since the inception of CPA®:12.
(ii)	Subordinated incentive revenue equal to 15% of cumulative cash from sales and financing after CPA®:12 shareholders have received distributions totaling 7% of initial investor capital plus a 100% cumulative return were received upon consummation of the merger. The total subordinated incentive revenue earned by the Company of $25,379 was reduced by $281 on consummation of the merger as a result of prior cumulative structuring revenue from CPA®:12 exceeding a 4.5% threshold of cumulative acquisition costs as defined in the advisory agreements.
(iii)	Reflects a special cash distribution of $3.19 per share payable on 2,134,140 shares owned by the Company at December 1, 2006.

6. In addition to using existing cash resources, the Company used $3,000 from its existing line of credit of up to $175,000 to finance the CPA^®:12 Acquisition. Amounts drawn on the credit facility, which expires in May 2007, bear interest at a rate of either (i) the one, two, three or six-month LIBOR, plus a spread which ranges from 0.6% to 1.45% depending on leverage or corporate credit rating or (ii) the greater of the bank’s Prime Rate and the Federal Funds Effective Rate, plus 0.50%, plus a spread of up to 0.125% depending on our leverage ratio. The interest rate used for pro forma purposes was 6.475%.

The Company has the right to loan funds under its credit facility to its affiliates. In connection with the proposed merger between CPA^®:12 and CPA^®:14, the Company agreed to loan CPA^®:14 up to $50,000 to fund the transaction. Such loans bear interest at comparable rates to the Company’s rate under the credit facility. In connection with the consummation of the merger, the Company loaned $24,000 to CPA^®:14 to facilitate the merger closing. The loan was repaid on December 5, 2006.

7. Reflects payment to CPA^®:12 of $534 in respect of a property acquired which has been sold at a price below its previously appraised value.

7

W. P. CAREY & CO. LLC

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share and per share amounts)

8. Reflects net impact of pro forma adjustments on the Company’s distributions in excess of accumulated earnings as follows:

Incentive revenue	$	25,379
Subordinated disposition revenue		24,418
Subordinated disposition revenue related to properties acquired by the Company from CPA®:12		(3,780	)
Gain on shares of CPA®:12 exchanged for cash		2,951
Gain on shares of CPA®:12 exchanged for shares of CPA®:14		3,571
		52,539
Tax provision for subordinated incentive and disposition revenues		(23,519	)
Impact on distributions in excess of accumulated earnings	$	29,020

Pro Forma Consolidated Income Statement

A. Derived from the historical audited statements of income of the Company for the year ended December 31, 2005, included in the Company’s annual report on Form 10-K and from the historical unaudited statement of income for the nine months ended September 30, 2006, included in the Company’s quarterly report on Form 10-Q.

B. Certain prior period amounts have been reclassified to conform to current period financial statement presentation. The financial statements included in this Form 8-K/A have been adjusted to reflect reimbursed and reimbursable costs as separate components of revenue and operating expenses, expensing of deferred leasing commissions as amortization expense and the disposition (or planned disposition) of certain properties as discontinued operations for all periods presented.

C. Represents revenues, expenses and income from equity investments in real estate from interests acquired in the CPA^®:12 Acquisition, required pursuant to Rule 3-14 of Regulation S-X, adjusted to reflect the presentation of equity investments in real estate in accordance with accounting principles generally accepted in the United States of America.

D. The advisory agreements of CPA^®:12 and CPA^®:14 each provided for the payment of combined asset management and performance revenues of 1% per annum of average invested assets as defined in the agreements with the Company and its subsidiary. Revenues reflect a decrease in asset management and performance fees as a result of the disposition, at a fair value, of $126,006 (including the Company’s pro rata share of interests in ventures accounted for under the equity method of accounting) of properties by CPA^®:12 to the Company. This decrease has been partially offset by an increase in asset management and performance revenues resulting from an increase in the appraised value of the CPA^®:12 properties acquired by CPA^®:14.

The appraised value of CPA^®:12’s assets acquired includes the value of investments in real estate adjusted for CPA^®:12’s proportional interest in the underlying real estate assets accounted for under the equity method and for minority interests’ share of the value of consolidated real estate assets.

E. Reflects the net decrease in rental income due to the amortization of intangibles for leases acquired which have rents above or below market rates and for the re-straightlining of rents, net of any such amounts included in the historical results of operations. Above-market and below-market lease intangibles represent amounts allocated from the purchase price of properties acquired and are based on the difference between estimates for market rents at the time of acquisition and contractual rents on the leases assumed and which are discounted using an interest rate reflecting the Company’s assessment of the risk associated with each lease acquired.

In connection with acquiring properties subject to leases, $5,745 of the purchase price has been allocated to reflect the value attributable to assuming leases with rents in excess of market rates at acquisition. The intangible assets related to assuming such above-market leases are amortized as a reduction to rental income over the remaining initial term of the applicable leases which generally range from three to seven years.

8

W. P. CAREY & CO. LLC

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(in thousands, except share and per share amounts)

F. Represents adjustments to statements required pursuant to Rule 3-14 of Regulation S-X for additional expenses excluded from the Rule 3-14 historical financial statements.

G. In connection with the acquisition of properties, costs are allocated to tangible and intangible assets based on their estimated fair values. The value attributed to tangible assets, consisting of land and buildings and tenant improvements, if any, is determined as if the acquired property were vacant. Intangible assets consist of above-market lease intangibles (see Note E for description of amortization reflected as an adjustment to rental income) and in-place lease and tenant relationship values. In-place lease values are amortized over the remaining initial, noncancellable term of their respective leases and tenant relationship intangible values are amortized over the initial and expected renewal terms of the leases but no amortization period for intangibles will exceed the remaining depreciable life of the building.

H. Adjustments to equity income reflect proportional shares of adjustments to asset management revenue, rental income, deprecation, amortization, other interest income and interest expense related to fair value adjustments to tangible and intangible assets and mortgage notes payable and purchase adjustments on interests in the underlying equity investees.

I. Pro forma net income reflects an increase in interest expense resulting from consolidated debt assumed and the drawdown of $3,000 on the Company’s existing line of credit to finance the CPA^®:12 Acquisition as follows:

	Nine months
	ended		Year ended
	September 30,		December 31,
	2006		2005
Interest on consolidated debt assumed (at fair value)	$	575	$	778
Interest on credit line		146		194
Total	$	721	$	972

J. Reflects tax impact of pro forma adjustments impacting the Company’s taxable subsidiaries at the effective tax rate for the respective periods presented.

K. Earnings per share is presented for basic and diluted pro forma earnings per share. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue shares were exercised or converted into common stock, where such exercise or conversion would result in a lower earnings per share amount.

9