Merger with CPA®:16 – Global (Tables)

6 Months Ended

Jun. 30, 2014

Schedule of Business Acquisitions, by Acquisition

(in thousands)



	Initially Reported at March 31, 2014			Measurement Period Adjustments			As Revised at June 30, 2014
Total Consideration
Fair value of W. P. Carey shares of common stock issued	$	1,815,521		$	—		$	1,815,521
Cash consideration for fractional shares	1,338			—			1,338
Merger Consideration	1,816,859			—			1,816,859
Fair value of our equity interest in CPA^®:16 – Global prior to the CPA^®:16 Merger	347,164			1,284			348,448
Fair value of our equity interest in jointly-owned investments with CPA^®:16 – Global prior to the CPA^®:16 Merger	172,720			—			172,720
Fair value of noncontrolling interests acquired	(278,829		)	642			(278,187		)
	$	2,057,914		$	1,926		$	2,059,840
Assets Acquired at Fair Value
Net investments in properties	$	1,969,274		$	901		$	1,970,175
Net investments in direct financing leases	538,607			(382		)	538,225
Equity investments in real estate	74,367						74,367
Assets held for sale	132,951			464			133,415
In-place lease intangible assets	553,479			244			553,723
Above-market rent intangible assets	395,663			161			395,824
Cash and cash equivalents	65,429			—			65,429
Other assets, net	82,032			—			82,032
	3,811,802			1,388			3,813,190
Liabilities Assumed at Fair Value
Non-recourse debt and line of credit	(1,768,288		)	—			(1,768,288		)
Below-market rent and other intangible liabilities	(57,209		)	(360		)	(57,569		)
Accounts payable, accrued expenses and other liabilities	(118,389		)	—			(118,389		)
Deferred tax liability	(59,629		)	1,282			(58,347		)
	(2,003,515		)	922			(2,002,593		)

Total identifiable net assets	1,808,287			2,310			1,810,597
Amounts attributable to noncontrolling interests	(99,345		)	(288		)	(99,633		)
Goodwill	348,972			(96		)	348,876
	$	2,057,914		$	1,926		$	2,059,840

Business Acquisition, Pro Forma Information

(in thousands, except share and per share amounts):



	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Pro forma total revenues	$	252,907		$	185,568		$	487,032		$	362,085

Pro forma net income from continuing operations, net of tax	$	40,469		$	41,225		$	78,409		$	113,700
Pro forma net income attributable to noncontrolling interests	(2,344		)	(1,807		)	(2,916		)	(2,536		)
Pro forma net loss (income) attributable to redeemable noncontrolling interest	111			(349		)	(151		)	1,602
Pro forma net income from continuing operations, net of tax attributable to W. P. Carey	$	38,236		$	39,069		$	75,342		$	112,766

Pro forma earnings per share: ^(a)
Basic	$	0.38		$	0.39		$	0.75		$	1.13
Diluted	$	0.38		$	0.39		$	0.75		$	1.12

Pro forma weighted-average shares: ^(b)
Basic	100,236,362			99,136,649			99,976,714			99,505,986
Diluted	100,995,225			100,223,780			100,875,283			100,600,727

___________

(a)

The pro forma income attributable to W. P. Carey for the six months ended June 30, 2013 reflects the following income and expenses recognized related to the CPA^®:16 Merger as if the CPA^®:16 Merger had taken place on January 1, 2013: (i) combined merger expenses through June 30, 2014; (ii) an aggregate gain on change in control of interests of $104.6 million; and (iii) an income tax expense of $4.8 million due to a permanent difference from the recognition of deferred revenue as a result of the accelerated vesting of shares previously issued by CPA^®:16 – Global for asset management and performance fees and the payment of deferred acquisition fees in connection with the CPA^®:16 Merger.


(b)	The pro forma weighted average shares outstanding for the three and six months ended June 30, 2014 and 2013 were determined as if the 30,729,878 shares of our common stock issued to CPA^®:16 – Global stockholders in the CPA^®:16 Merger were issued on January 1, 2013.