10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

R	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________ to __________

Commission File Number: 001-13779

W. P. CAREY INC.

(Exact name of registrant as specified in its charter)

Maryland	45-4549771
(State of incorporation)	(I.R.S. Employer Identification No.)
50 Rockefeller Plaza
New York, New York	10020
(Address of principal executive offices)	(Zip Code)

Investor Relations (212) 492-8920

(212) 492-1100

(Registrant’s telephone numbers, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of exchange on which registered
Common Stock, $0.001 Par Value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes R No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No R

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 R 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 R No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 R	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No R

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of last business day of the registrant’s most recently completed second fiscal quarter: $1.3 billion.

As of January 31, 2013 there were 68,488,740 shares of Common Stock of registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant incorporates by reference its definitive Proxy Statement with respect to its 2013 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of its fiscal year, into Part III of this Annual Report on Form 10-K.

INDEX

		Page No.
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	23
Item 2.	Properties	23
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosures	23
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	Selected Financial Data	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	54
Item 8.	Financial Statements and Supplementary Data	56
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	128
Item 9A.	Controls and Procedures	128
Item 9B.	Other Information	128
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	129
Item 11.	Executive Compensation	129
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	129
Item 13.	Certain Relationships and Related Transactions, and Director Independence	129
Item 14.	Principal Accountant Fees and Services	129
PART IV
Item 15.	Exhibits, Financial Statement Schedules	129
SIGNATURES		133

Forward-Looking Statements

This Annual Report on Form 10-K (the “Report”), including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of Part II of this Report, contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. It is important to note that our actual results could be materially different from those projected in such forward-looking statements. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties and other factors that may materially affect our future results, performance, achievements or transactions. Information on factors which could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report as well as in our other filings with the Securities and Exchange Commission (the “SEC”), including but not limited to those described in Item 1A. Risk Factors of this Report. We do not undertake to revise or update any forward-looking statements.

All references to “Notes” throughout the document refer to the footnotes to the consolidated financial statements of the registrant in Part II, Item 8, Financial Statements and Supplementary Data.

W. P. Carey 2012 10-K — 1

PART I

Item 1. Business.

(a) General Development of Business

Overview

W. P. Carey Inc. (“W. P. Carey” and, together with its consolidated subsidiaries and predecessors, “we”, “us” or “our”) is a real estate investment trust (a “REIT”) that seeks to achieve superior, risk-adjusted returns by providing long-term net-lease financing via sale-leaseback and build-to-suit transactions for companies worldwide. We manage a global investment portfolio which totaled approximately $14.1 billion at December 31, 2012. We invest primarily in commercial properties domestically and internationally that are generally triple-net leased to single corporate tenants, which requires each tenant to pay substantially all of the costs associated with operating and maintaining the property. We also earn revenue as the advisor to publicly-owned, non-listed REITs, as further described below.

Since our founding in 1973, we have maintained a singular focus on providing investors with a steady source of income accompanied with capital preservation. Since 1979, we have sponsored a series of sixteen income-generating funds that invest in real estate, under the Corporate Property Associates (“CPA®”) brand name (the “CPA® REITs”). We are currently the advisor to Corporate Property Associates 16 – Global Incorporated (“CPA®:16 – Global”) and Corporate Property Associates 17 – Global Incorporated (“CPA®:17 – Global”). We are also the advisor to Carey Watermark Investors Incorporated (“CWI” and, together with the CPA® REITs, the “Managed REITs”), which invests in lodging and lodging-related properties.

We were formed as a corporation under the laws of Maryland on February 15, 2012. On February 17, 2012, W. P. Carey & Co. LLC (our “predecessor”), which was formed under the laws of Delaware on July 15, 1996, announced its intention to reorganize in order to qualify as a REIT for federal income tax purposes (the “REIT Reorganization”) (Note 1). On September 28, 2012, upon completion of the Merger, as described below, and the REIT Reorganization, the shares of our predecessor were delisted from the New York Stock Exchange (“NYSE”) and canceled, and our common stock became listed on the NYSE under the same symbol, “WPC.”

Headquartered in New York, we have offices in Dallas, London, Amsterdam and Shanghai. At December 31, 2012, we employed 216 individuals through our wholly-owned subsidiaries.

Significant Developments During 2012

Merger and REIT Reorganization — On February 17, 2012, our predecessor and Corporate Property Associates 15 Incorporated (“CPA®:15”) entered into a definitive agreement pursuant to which CPA®:15 would merge with and into us (the “Merger”). On September 28, 2012, immediately following the REIT Reorganization, CPA®:15 merged with and into us. We paid total merger consideration of $1.5 billion, including cash of $152.4 million and the issuance of 28,170,643 shares of our common stock (the “Merger Consideration”) to acquire all of the outstanding shares of CPA®:15.

The Merger and the REIT Reorganization are part of a larger transformation to implement our overall business strategy of expanding real estate assets under ownership, which in turn is expected to provide a platform for future growth. We believe that the increase in our scale and liquidity will provide a basis for an expected continuation of stable dividend growth.

Through the Merger with CPA®:15, we acquired a portfolio of full or partial ownership interests in 305 properties, substantially all of which are triple-net leased to 76 tenants, and totaled approximately 27 million square feet, with an occupancy rate of approximately 99% and average remaining lease lives of 9.7 years. We also assumed the related property debt with an aggregate fair value of $1.2 billion.

Senior Credit Facility — In February 2012, we amended and restated our existing credit agreement (the “Amended and Restated Credit Agreement”) to increase the maximum aggregate principal amount available from $450.0 million to $625.0 million, which is comprised of a $450.0 million unsecured revolving credit facility (the “Revolver”) and a $175.0 million term loan facility (the “Term Loan Facility” and, together with the Revolver, the “Senior Credit Facility”). The Term Loan Facility was available in a single draw solely to finance a portion of the Merger Consideration and related transaction costs and expenses. We drew down the full amount of the Term Loan Facility on September 28, 2012 in connection with the closing of the Merger.

2012 Distributions — Our annualized cash distribution increased to $2.64 per share for the year ended December 31, 2012, from $2.25 per share in 2011. The increase primarily reflects earnings generated from growth in our owned real estate portfolio and our increased ownership in, and our participation in the cash flows of, CPA®:16 – Global as a result of its merger with Corporate Property

W. P. Carey 2012 10-K — 2

Associates 14 Incorporated (“CPA®:14”) in May 2011 (the “CPA®:14/16 Merger”), as discussed in Note 4 below, as well as the additional income anticipated to result from the properties we acquired in the Merger.

Investor Capital Inflows — We raised approximately $927.3 million on behalf of CPA®:17 – Global during 2012. Since beginning fundraising for CPA®:17 – Global in December 2007 through the completion of its offering on January 31, 2013, we raised more than $2.9 billion on its behalf. We also raised approximately $112.1 million on behalf of CWI during 2012 for a total of approximately $159.6 million from the beginning of its offering in September 2010 through December 31, 2012. We have filed a registration statement with the SEC for a new net lease-focused REIT offering, Corporate Property Associates 18 – Global Incorporated (“CPA®:18 – Global”), but the registration statement has not yet been declared effective, and there can be no assurance as to whether or when any such offering would be commenced.

Acquisition Activity — During 2012, we acquired assets for our own portfolio and structured investments on behalf of the Managed REITs totaling approximately $1.4 billion, including $736.0 million of investments for the Managed REITs in the fourth quarter.

Financing Activity — During 2012, we obtained mortgage financing totaling $693.3 million on behalf of the Managed REITs and for our owned real estate portfolio.

Transactions with Estate of Wm. Polk Carey— On January 2, 2012, Wm Polk Carey, our Chairman and founder, passed away. In July 2012, we entered into a voting agreement with the Estate of Wm. Polk Carey and its affiliated entities (collectively, the “Estate”) pursuant to which the Estate agreed to vote their shares of our predecessor’s stock in favor of the Merger and the REIT Reorganization. Concurrently with the execution of the voting agreement, we entered into a share purchase agreement with the Estate pursuant to which we agreed to purchase up to an aggregate amount of $85.0 million of our common stock beneficially owned by the Estate, in three transactions between August 6, 2012 and March 31, 2013. To date, we have completed two transactions totaling $45.0 million. As of December 19, 2012, the Estate reported that it beneficially owned 10,699,484 shares of our common stock, which represent approximately 15.5% of our outstanding common stock as of that date.

Concurrently with the execution of the voting agreement and the share purchase agreement, we and the Estate entered into a registration rights agreement. In general, the registration rights agreement provides the Estate, at any time through September 28, 2015, with three demand registration rights for the registration via an underwritten public offering of, in each instance, between (i) a minimum of (a) $50.0 million, with respect to one demand registration right, and (b) $75.0 million, with respect to two demand registration rights, and (ii) a maximum of $250.0 million worth of our common stock. Additionally, the registration rights agreement provides the Estate with unlimited “piggyback” registration rights regarding our common stock (Note 3).

Sale of Common Stock— On October 19, 2012, we issued 937,500 shares of our common stock to an institutional investor, for a total purchase price of $45.0 million, pursuant to our existing shelf registration statement.

(b) Financial Information About Reporting Units

Refer to Note 18 for financial information about reporting units.

(c) Narrative Description of Business

Business Objectives and Strategy

Our investment strategy primarily focuses on owning and actively managing a diverse portfolio of mission critical commercial real estate that is net leased to credit worthy companies globally. We believe that many companies prefer to lease, rather than own, their corporate real estate. We structure long-term financing for our corporate tenants in the form of sale-leaseback transactions. Typically, we acquire a company’s essential real estate and then lease it back to them on a long-term basis. Our tenants are generally responsible for the ongoing operating costs of real estate ownership, including the real estate taxes, insurance, and maintenance of the facilities. Our leases generally have 10-20 year terms and include a base rent with scheduled rent increases that are either fixed or tied to an inflation index. Properties subject to long-term net leases typically produce a more predictable income stream and require less capital than other types of real estate investments.

We actively manage our real estate portfolio to mitigate risk with respect to fluctuations in tenant credit quality and probability of lease renewal. We believe that diversification with respect to property type, geography and tenant are an important component of portfolio management. We own and manage a variety of property types, including office, industrial, warehouse and distribution, and retail properties, throughout the U.S. and in countries in North America, Europe and Asia, leased to tenants in a variety of industries.

W. P. Carey 2012 10-K — 3

In addition to corporate net-leased properties, we and the CPA® REITs also have investments in self storage facilities and hotels, which do not have long-term leases and are considered operating properties. We have in-house storage industry expertise and expect to continue invest in storage properties, primarily on behalf of the CPA® REITs. We formed CWI, with an experienced hotel investment partner and separate investment committee, to make investments in lodging-related properties in the U.S. We may sponsor other Managed REITs that do not invest in corporate sale-leasebacks in the future.

In addition to managing our own real estate portfolio, as the advisor to the Managed REITs we invest their funds and manage their assets. We generate substantial fee revenue from our advisory agreements with the Managed REITs. We also own shares of the Managed REITs and co-invest in properties with them. We began the Managed REITs program in 1979 and, through January 31, 2013, have raised and invested over $6.8 billion of equity capital in 17 different funds since that time. Historically, the Managed REITs program has been our primary source of equity capital.

We believe that our real estate investments provide our stockholders with a stable, growing source of income. We also believe that the fee income that we generate from our advisory contracts with the Managed REITs provides our stockholders with an attractive, albeit more variable, source of additional income.

We have two primary reportable segments, Real Estate Ownership and Investment Management. These segments are each described below. Our objective is to increase stockholder value and earnings through expansion of our owned real estate portfolio and our investment management operations as well as through prudent asset management.

Real Estate Ownership

We own and invest in commercial properties primarily in the U.S. and Europe that are then leased to companies, primarily on a triple-net lease basis, which requires the tenant to pay substantially all of the costs associated with operating and maintaining the property (Note 18). At December 31, 2012, our portfolio was comprised of our full or partial ownership interest in 423 properties. Substantially all of these properties, totaling approximately 38.5 million square feet, were net leased to 124 tenants, with an occupancy rate of approximately 98.7%. Collectively, at December 31, 2012, the Managed REITs owned all or a portion of over 707 properties, including certain properties in which we have an ownership interest. Substantially all of these properties, totaling approximately 83.3 million square feet, were net leased to 216 tenants, with an average occupancy rate of approximately 98.2%.

We earn lease revenues from our wholly-owned and co-owned real estate investments. In addition, we generate equity income through our investments in the shares of the Managed REITs. We often elect to receive our asset management fees from the Managed REITs in shares of those entities (Note 7). In addition, through our special member interests in the operating partnerships of the Managed REITs, we participate in the cash flows of those REITs. Lastly, we earn other real estate revenues through our investments in self-storage facilities and hotels in the U.S.

See Our Portfolio below for an analysis of the properties in our portfolio at December 31, 2012.

Investment Management

We earn revenue as the advisor to the Managed REITs. Under the advisory agreements with the Managed REITs, we perform various services, including but not limited to the day-to-day management of the Managed REITs and transaction-related services. We structure and negotiate investments and debt placement transactions for the Managed REITs, for which we earn structuring revenue, and we manage their portfolios of real estate investments, for which we earn asset-based management revenue.

From time to time, we explore alternatives for expanding our investment management operations beyond advising the Managed REITs. Any such expansion could involve the purchase of properties or other investments as principal, either for our owned portfolio or with the intention of transferring such investments to a newly-created fund, as well as the sponsorship of one or more funds to make investments other than primarily net lease investments, like CWI.

We earn ongoing asset management revenue from each Managed REIT, which is based on average invested assets and is calculated according to the advisory agreement for each Managed REIT. We seek to increase our asset management revenue by increasing real estate-related assets under management, both as the Managed REITs make new investments and from sponsoring new investment entities. We generate acquisition revenue when we structure and negotiate investments and related financing for the Managed REITs. We may also be entitled, subject to the approval by the board of directors of the related Managed REITs, to fees for structuring loan refinancings. This loan refinancing revenue, together with the acquisition revenue, is referred to as structuring revenue. We may also earn revenue related to the disposition of properties, subject to subordination provisions, which will only be recognized as the relevant conditions are met. Such revenue may include subordinated disposition revenue when assets are sold as well as a percentage of the net cash proceeds distributable to stockholders from the disposition of properties, after recoupment by stockholders of their initial

W. P. Carey 2012 10-K — 4

investment plus a specified preferred return. We may earn incentive or termination revenue in connection with providing liquidity to the stockholders of the Managed REITs, although these events do not occur every year. We will not receive a termination payment in circumstances where we receive subordinated incentive revenue.

While we are raising funds for a Managed REIT, the REIT reimburses us for certain costs, primarily broker-dealer commissions paid on its behalf and marketing and personnel costs. The Managed REITs also reimburse us for many of our costs associated with the evaluation of transactions on their behalf that are not completed. These reimbursements, together with asset management revenue payable by a specific Managed REIT, may be subject to deferral or reduction if they exceed a specified percentage of that Managed REIT’s income or invested assets.

We also earn wholesaling fees and dealer manager fees in connection with the initial public offerings of the Managed REITs. We reimburse, or “re-allow,” all or a portion of the dealer manager fees to selected dealers in the offerings. Dealer manager fees that are not re-allowed are classified as wholesaling revenue. Wholesaling revenue earned is generally offset by underwriting costs incurred in connection with the offerings.

Investment Strategies

In analyzing potential investments, we review all aspects of a transaction, including tenant and real estate fundamentals, to determine whether a potential investment and lease can be structured to satisfy our investment criteria. In evaluating net lease transactions, we generally consider, among other things, the following aspects of each transaction:

Tenant/Borrower Evaluation — We evaluate each potential tenant or borrower for its creditworthiness, typically considering factors such as management experience, industry position and fundamentals, operating history, and capital structure, as well as other factors that may be relevant to a particular investment. We seek opportunities in which we believe the tenant may have a stable or improving credit profile or credit potential that has not been recognized by the market. Whether a prospective tenant or borrower is creditworthy will be determined by our investment department and the investment committee, as described below. Creditworthy does not mean “investment grade”, as defined by the credit rating agencies.

Real Estate Evaluation — We review and evaluate the physical condition of the property and the market in which it is located. We consider a variety of factors including current market rents, replacement cost, residual valuation, property operating history, demographic characteristics of the location and accessibility, competitive properties, and suitability for re-leasing. We perform third party environmental and engineering reports and market studies, if needed. We will also consider factors particular to the laws of foreign countries, in addition to the risks normally associated with real property investments, when considering an investment outside the U.S.

Properties Critical to Tenant/Borrower Operations — We generally will focus on properties that we believe are critical to the ongoing operations of the tenant. We believe that these properties provide better protection generally as well as in the event of a bankruptcy, since a tenant/borrower is less likely to risk the loss of a critically important lease or property in a bankruptcy proceeding or otherwise.

Diversification — We attempt to diversify our owned and managed portfolios to avoid dependence on any one particular tenant, borrower, collateral type, geographic location or tenant/borrower industry. By diversifying these portfolios, we seek to reduce the adverse effect of a single under-performing investment or a downturn in any particular industry or geographic region. While we have not endeavored to maintain any particular standard of diversity in our owned portfolio, we believe that our owned portfolio is reasonably well diversified (see Our Portfolio below).

Lease Terms — Generally, the net leased properties in which we invest will be leased on a full recourse basis to the tenants or their affiliates. In addition, we seek to include a clause in each lease that provides for increases in rent over the term of the lease. These increases are fixed or tied generally to increases in indices such as the Consumer Price Index (“CPI”) or other similar index in the jurisdiction in which the property is located, but may contain caps or other limitations, either on an annual or overall basis. In the case of retail stores and hotels, the lease may provide for participation in gross revenues of the tenant at the property above a stated level, or percentage rent. Alternatively, a lease may provide for mandated rental increases on specific dates.

Transaction Provisions to Enhance and Protect Value — We attempt to include provisions in the leases that we believe may help protect an investment from changes in the operating and financial characteristics of a tenant that may affect its ability to satisfy its obligations to the CPA® REIT or reduce the value of the investment. Such provisions include requiring our consent to specified tenant activity, requiring the tenant to provide indemnification protections, requiring the tenant to provide security deposits, and requiring the tenant to satisfy specific operating tests. We may also seek to enhance the likelihood of a tenant’s lease obligations being satisfied through a guaranty of obligations from the tenant’s corporate parent or other entity or through a letter of credit. This credit enhancement, if obtained, provides additional financial security. However, in markets where competition for net lease transactions is

W. P. Carey 2012 10-K — 5

strong, some or all of these provisions may be difficult to negotiate. In addition, in some circumstances, tenants may retain the right to repurchase the property leased by the tenant. The option purchase price is generally the greater of the contract purchase price and the fair market value of the property at the time the option is exercised.

Self-Storage Investments — We have a team of professionals dedicated to investments in the self-storage sector. The team, which was formed in 2006, combines a rigorous underwriting process and an active management of property managers with a goal to generate attractive risk adjusted returns. We have made several storage investments with a third party limited partner, which are held, through a subsidiary, in our portfolio. We have also made investments in self-storage properties on behalf of CPA®:17 – Global.

Hotel Investments — We invest in lodging-related assets primarily through CWI, although we and the CPA® REITs also have investments in hotels. As the operating metrics and property dynamics of lodging-related assets are significantly different from those in our net-leased portfolio, we have partnered with a dedicated team of lodging sector specialists who apply a comprehensive underwriting process and active management that we apply to our other property types. CWI also has a separate investment committee with significant hotel industry experience.

Other Equity Enhancements — We may attempt to obtain equity enhancements in connection with transactions. These equity enhancements may involve warrants exercisable at a future time to purchase stock of the tenant or borrower or their parent. If warrants are obtained, and become exercisable, and if the value of the stock subsequently exceeds the exercise price of the warrant, equity enhancements can help achieve the goal of increasing investor returns.

Investment Committee — We have an independent investment committee that generally provides services to the CPA® REITs and may provide services to us. Our investment department, under the oversight of our chief investment officer, is primarily responsible for evaluating, negotiating and structuring potential investment opportunities. The investment committee is not directly involved in originating or negotiating potential investments, but instead functions as a separate and final step in the investment process. We place special emphasis on having experienced individuals serve on our investment committee. The investment committee retains the authority to identify other categories of transactions that may be entered into without its prior approval. The investment committee may delegate its authority, such as to investment advisory committees with specialized expertise in the particular geographic market. However, we do not currently expect that the investments delegated to these advisory committees will account for a significant portion of the investments we make in the near term.

The following people currently serve on our investment committee:

· Nathaniel S. Coolidge, Chairman — Former senior vice president and head of the bond and corporate finance department of John Hancock Mutual Life Insurance (currently known as John Hancock Life Insurance Company). Mr. Coolidge’s responsibilities included overseeing its entire portfolio of fixed income investments and private equities.

· Axel K.A. Hansing — Currently serving as a partner at Coller Capital, Ltd., a global leader in the private equity secondary market.

· Frank J. Hoenemeyer — Former vice chairman and chief investment officer of the Prudential Insurance Company of America. As chief investment officer, he was responsible for all of Prudential Insurance Company of America’s investments including stocks, bonds and real estate.

· Jean Hoysradt — Currently serving as the chief investment officer of Mousse Partners Limited (“Mousse”), an investment office based in New York since 2001. Prior to joining Mousse, she served as Senior Vice President and head of Securities Investment and Treasury at New York Life Insurance Company.

· Richard C. Marston — Currently the James R.F. Guy professor of Finance and Economics at the Wharton School of the University of Pennsylvania.

· Nick J.M. van Ommen — Former chief executive officer of the European Public Real Estate Association (EPRA), currently serves on the supervisory boards of several companies, including Babis Vovos International Construction SA, a listed real estate company in Greece, Intervest Retail and Intervest Offices, listed real estate companies in Belgium, and IMMOFINANZ, a listed real estate company in Austria.

· Dr. Karsten von Köller — Currently chairman of Lone Star Germany GmbH, a U.S. private equity firm (“Lone Star”), Chairman of the Supervisory Boards of Düsseldorfer Hypothekenbank AG and MHB Bank AG and Vice Chairman of the Supervisory Boards of IKB Deutsche Industriebank AG and Corealcredit Bank AG.

Messrs. Coolidge, Hansing, Marston, van Ommen and von Köller also serve as members of our board of directors.

Financing Strategies

Consistent with our investment policies, we use leverage when available on terms we believe are favorable. All of our mortgage loans, and substantially all of those of the CPA® REITs, are non-recourse and bear interest at fixed rates, or have been converted to fixed

W. P. Carey 2012 10-K — 6

rates through interest rate caps or swap agreements. We may refinance properties or defease a loan when a decline in interest rates makes it profitable to prepay an existing mortgage loan, when an existing mortgage loan matures or if an attractive investment becomes available and the proceeds from the refinancing can be used to purchase such investment. The benefits of the refinancing may include an increased cash flow resulting from reduced debt service requirements, an increase in distributions from proceeds of the refinancing, if any, and/or an increase in property ownership if some refinancing proceeds are reinvested in real estate. We may be required to pay a yield maintenance premium to the lender in order to pay off a loan prior to its maturity.

We also have an unsecured line of credit, which we refer to as the Revolver that can be used in connection with refinancing existing debt and making new investments, as well as to meet other working capital needs. The Revolver is discussed in detail in the Cash Resources section of Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition.

Asset Management

We believe that effective management of our assets is essential to maintain and enhance property values. Important aspects of asset management include restructuring transactions to meet the evolving needs of current tenants, re-leasing properties, refinancing debt, selling properties and knowledge of the bankruptcy process in the jurisdiction where the property is located.

We monitor, on an ongoing basis, compliance by tenants with their lease obligations and other factors that could affect the financial performance of any of our properties. Monitoring involves receiving assurances that each tenant has paid real estate taxes, assessments and other expenses relating to the properties it occupies and confirming that appropriate insurance coverage is being maintained by the tenant. For international compliance, we often engage third-party asset managers. We review financial statements of tenants and undertake regular physical inspections of the condition and maintenance of properties. Additionally, we periodically analyze each tenant’s financial condition, the industry in which each tenant operates and each tenant’s relative strength in its industry.

Our Portfolio

At December 31, 2012, we owned and managed 1,007 properties domestically and internationally. Our portfolio was comprised of our full or partial ownership interest in 423 properties, substantially all of which were triple-net leased to 124 tenants, and totaled approximately 38.5 million square feet with an occupancy rate of approximately 98.7% and an average lease term of 8.9 years, which reflects properties acquired by us from CPA®:15 in the Merger. In addition, through certain subsidiaries, we had interests in 21 self-storage properties and a hotel property with an aggregate of approximately 0.8 million square feet at December 31, 2012. Our net lease portfolio, which excludes our operating self-storage properties and our hotel property, has the following property and lease characteristics:

Geographic Diversification

Information regarding the geographic diversification of our properties at December 31, 2012 is set forth below (dollars in thousands):

	Consolidated Investments				Equity Investments in Real Estate
	Annualized		% of Annualized		Annualized		% of Annualized
	Contractual		Contractual		Contractual		Contractual
	Minimum		Minimum		Minimum		Minimum
Region	Base Rent (a)		Base Rent		Base Rent (b)		Base Rent
United States
South	$	79,045	24	%	$	692	2	%
West	67,490		21		8,530		21
East	46,955		15		6,611		17
Midwest	37,773		12		1,313		3
Total U.S.	231,263		72		17,146		43
International
Europe (c)	90,660		28		22,857		57
Asia (d)	-		-		107		-
Total	$	321,923	100	%	$	40,110	100	%

(a)Reflects annualized contractual minimum base rent for the fourth quarter of 2012.

W. P. Carey 2012 10-K — 7

(b)Reflects our pro rata share of annualized contractual minimum base rent for the fourth quarter of 2012 from equity investments in real estate.

(c)Represents investments in France, Germany, Poland, Belgium, Finland, the Netherlands, Spain, and the United Kingdom.

(d)Represents an investment in Japan.

Property Diversification

Information regarding our property diversification at December 31, 2012 is set forth below (dollars in thousands):

	Consolidated Investments				Equity Investments in Real Estate
	Annualized		% of Annualized		Annualized		% of Annualized
	Contractual		Contractual		Contractual		Contractual
	Minimum		Minimum		Minimum		Minimum
Property Type	Base Rent (a)		Base Rent		Base Rent (b)		Base Rent
Office	$	91,619	28	%	$	7,827	20	%
Industrial	61,641		19		12,170		30
Warehouse/Distribution	49,688		16		5,764		14
Retail	45,181		14		14,349		36
Self-Storage	32,486		10		-		-
Hotels and Gaming	17,752		6		-		-
Education	10,108		3		-		-
Other (c)	13,448		4		-		-
Total	$	321,923	100	%	$	40,110	100	%

(a)Reflects annualized contractual minimum base rent for the fourth quarter of 2012.

(b)Reflects our pro rata share of annualized contractual minimum base rent for the fourth quarter of 2012 from equity investments in real estate.

(c)Includes annualized contractual minimum base rent from tenants in our consolidated investments in the following property types: childcare and leisure, education, hotels and gaming, fitness and theater.

W. P. Carey 2012 10-K — 8

Tenant Diversification

Information regarding our tenant diversification at December 31, 2012 is set forth below (dollars in thousands):

	Consolidated Investments			Equity Investments in Real Estate
	Annualized		% of Annualized	Annualized		% of Annualized
	Contractual		Contractual	Contractual		Contractual
	Minimum		Minimum	Minimum		Minimum
Tenant Industry (a)	Base Rent (b)		Base Rent	Base Rent (c)		Base Rent
Retail Stores	$	63,764	20 %	$	15,224	38	%
Electronics	27,880		9	3,981		10
Business and Commercial Services	26,252		8	-		-
Self-storage	21,116		7	-		-
Healthcare, Education and Childcare	20,441		6	-		-
Hotels and Gaming	17,752		6	-		-
Construction and Building	15,370		5	672		2
Chemicals, Plastics, Rubber, and Glass	14,308		4	-		-
Telecommunications	14,224		4	-		-
Transportation - Personal	11,578		4	2,937		7
Leisure, Amusement, Entertainment	11,408		4	-		-
Federal, State and Local Government	10,853		3	-		-
Insurance	9,113		3	-		-
Transportation - Cargo	8,619		3	1,494		4
Beverages, Food, and Tobacco	8,618		3	1,763		4
Automobile	7,640		2	1,496		4
Media: Printing and Publishing	7,068		2	4,489		11
Consumer Goods	6,938		2	-		-
Aerospace and Defense	4,825		2	-		-
Banking	3,939		1	-		-
Forest Products and Paper	3,411		1	-		-
Grocery	2,833		1	2,285		5
Mining, Metals, and Primary Metal Industries	1,402		-	1,042		3
Machinery	1,414		-	4,727		12
Other (d)	1,157		-	-		-
	$	321,923	100 %	$	40,110	100	%

(a)Based on the Moody’s industry classification system and information provided by the tenant.

(b)Reflects annualized contractual minimum base rent for the fourth quarter of 2012.

(c)Reflects our pro rata share of annualized contractual minimum base rent for the fourth quarter of 2012 from equity investments in real estate.

(d)Includes revenue from tenants in our consolidated investments in the following industries: office and textiles, leather and apparel.

W. P. Carey 2012 10-K — 9

Lease Expirations

At December 31, 2012, lease expirations of our properties were as follows (dollars in thousands):

	Consolidated Investments			Equity Investments in Real Estate
	Annualized		% of Annualized	Annualized		% of Annualized
	Contractual		Contractual	Contractual		Contractual
	Minimum		Minimum	Minimum		Minimum
Year of Lease Expiration	Base Rent (a)		Base Rent	Base Rent (b)		Base Rent
2013	$	3,018	1 %	$	-	-	%
2014	25,042		8	-		-
2015	20,514		6	-		-
2016	19,266		6	5,372		13
2017	10,655		3	-		-
2018	20,600		6	3,981		10
2019	30,482		10	-		-
2020	12,369		4	-		-
2021 - 2033	179,977		56	30,757		77
Total	$	321,923	100 %	$	40,110	100	%

(a)Reflects annualized contractual minimum base rent for the fourth quarter of 2012.

(b)Reflects our pro rata share of annualized contractual minimum base rent for the fourth quarter of 2012 from equity investments in real estate.

Competition

We face active competition in both our Real Estate Ownership segment and our Investment Management segment from many sources for investment opportunities in commercial properties net leased to tenants both domestically and internationally. In general, we believe that our management’s experience in real estate, credit underwriting and transaction structuring should allow us to compete effectively for commercial properties. However, competitors may be willing to accept rates of return, lease terms, other transaction terms or levels of risk that we may find unacceptable.

In our Investment Management segment, we face active competition in raising funds for investment by the Managed REITs, from other funds with similar investment objectives that seek to raise funds from investors through publicly registered, non-traded funds, publicly-traded funds and private funds, such as hedge funds. In addition, we face broad competition from other forms of investment. Currently, we raise substantially all of our funds for investment in the Managed REITs within the U.S.

Environmental Matters

We and the Managed REITs have invested, and expect to continue to invest, in properties currently or historically used as industrial, manufacturing and commercial properties. Under various federal, state and local environmental laws and regulations, current and former owners and operators of property may have liability for the cost of investigating, cleaning-up or disposing of hazardous materials released at, on, under, in or from the property. These laws typically impose responsibility and liability without regard to whether the owner or operator knew of or was responsible for the presence of hazardous materials or contamination, and liability under these laws is often joint and several. Third parties may also make claims against owners or operators of properties for personal injuries and property damage associated with releases of hazardous materials. As part of our efforts to mitigate these risks, we typically engage third parties to perform assessments of potential environmental risks when evaluating a new acquisition of property and we frequently obtain contractual protection (indemnities, cash reserves, letters of credit or other instruments) from property sellers, tenants, a tenant’s parent company or another third party to address known or potential environmental issues.

(d) Financial Information About Geographic Areas

See Our Portfolio above and Note 18 for financial data pertaining to our geographic operations.

W. P. Carey 2012 10-K — 10

(e) Available Information

All filings we make with the SEC, including this Report, our quarterly reports on Form 10-Q and our current reports on Form 8-K, and any amendments to those reports, are available for free on our website, www.wpcarey.com, as soon as reasonably practicable after they are filed or furnished to the SEC. Our SEC filings are available to be read or copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information regarding the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. Our filings can also be obtained for free on the SEC’s Internet site at http://www.sec.gov. We are providing our website address solely for the information of investors. We do not intend our website to be an active link or to otherwise incorporate the information contained on our website into this report or other filings with the SEC. We will supply to any stockholder, upon written request and without charge, a copy of this Report as filed with the SEC. Generally, we also post the dates of our upcoming scheduled financial press releases, telephonic investor calls and investor presentations on the Investor Relations portion of our website at least ten days prior to the event. Our investor calls are open to the public and remain available on our website for at least two weeks thereafter.

Item 1A. Risk Factors.

Risks Related to Our Business

The financial and economic crisis in 2008-2009 adversely affected our business, and the continued uncertainty in the global economic environment may adversely affect our business in the future.

We and the Managed REITs are impacted by macro-economic environmental factors, the capital markets, and general conditions in the commercial real estate market, both in the U.S. and globally. To date, the credit and European sovereign debt crises have had a limited impact on our business, primarily in that a number of tenants, particularly in the portfolios of the CPA® REITs, have experienced increased levels of financial distress, with several having filed for bankruptcy protection, although our experience in 2011 and 2012 has reflected an improvement from 2009 and 2010. Over the past few quarters, conditions in the U.S. appear to have stabilized, while the situation in Europe remains uncertain.

If the economic situation worsens, we could in the future experience a number of additional effects on our business, including higher levels of default in the payment of rent by our tenants, additional bankruptcies and impairments in the value of our property investments, as well as difficulties in financing transactions and refinancing existing loans as they come due. Any of these conditions may negatively affect our earnings, as well as our cash flow and, consequently, our ability to sustain the payment of dividends at current levels.

The Managed REITs may also be adversely affected by these conditions, and their earnings or cash flow may also be adversely affected by other events, such as increases in the value of the U.S. dollar relative to other currencies in which the CPA® REITs receive rent, as well as the need to expend cash to fund increased redemptions. Additionally, the ability of CPA®:17 - Global and CWI to make new investments will be affected by the availability of financing as well as, in the case of CWI, its ability to raise new funds. Decreases in the value of the assets held by the Managed REITs will adversely affect the asset management revenues payable to us, as well as the value of the stock we hold in the Managed REITs, and decreases in their earnings or ability to pay distributions may also affect their ability to make the payments due to us, as well as our income and cash flow from the Managed REITs’ distribution payments.

Revenue and earnings from our investment management operations are subject to volatility, which may cause our investment management revenue to fluctuate.

Growth in revenue from our investment management operations is dependent in large part on future capital raising in existing or future managed entities, as well as on our ability to make investments that meet the investment criteria of these entities, both of which are subject to uncertainty with respect to capital market and real estate market conditions. This uncertainty creates volatility in our earnings because of the resulting fluctuation in transaction-based revenue. Asset management revenue may be affected by factors that include not only our ability to increase the Managed REITs’ portfolio of properties under management, but also changes in valuation of those properties, as well as sales of the Managed REIT properties. In addition, revenue from our investment management operations, including our ability to earn performance revenue, as well as the value of our holdings of the Managed REITs’ interests and dividend income from those interests, may be significantly affected by the results of operations of the Managed REITs, in particular, those of CPA®:16 – Global, since at December 31, 2012 we owned 18.3% of its outstanding shares. Each of the CPA® REITs has invested the majority of its assets (other than short-term investments) in triple-net leased properties substantially similar to those we hold, and consequently the results of operations of, and cash available for distribution by, each of the CPA® REITs, is likely to be substantially affected by the same market conditions, and subject to the same risk factors, as the properties we own. In our

W. P. Carey 2012 10-K — 11

history, four of the sixteen CPA® funds temporarily reduced the rate of distributions to their investors as a result of adverse developments involving tenants.

Each of the Managed REITs we currently manage may incur significant debt, which either due to liquidity problems or restrictive covenants contained in their borrowing agreements could restrict their ability to pay revenue owed to us when due. In addition, the revenue payable under each of our current investment advisory agreements is subject to a variable annual cap based on a formula tied to the assets and income of that Managed REIT. This cap may limit the growth of our management revenue. Furthermore, our ability to earn revenue related to the disposition of properties is primarily tied to providing liquidity events for the Managed REIT investors. Our ability to provide such liquidity, and to do so under circumstances that will satisfy the applicable subordination requirements will depend on market conditions at the relevant time, which may vary considerably over a period of years. In any case, liquidity events typically occur several years apart, and income from our investment management operations is likely to be significantly higher in those years in which such events occur.

Because the revenue streams from the investment advisory agreements with the ManagedREITs are subject to limitation or cancellation, any such termination could have a material adverse effect on our business, results of operations and financial condition.

The agreements under which we provide investment advisory services are renewable annually in September and may generally be terminated by each Managed REIT upon 60 days’ notice, with or without cause, and are currently scheduled to expire on September 30, 2013, unless otherwise renewed. There can be no assurance that these agreements will not expire or be terminated. CPA®:17 – Global, CPA®:16 – Global and CWI all have the right, but not the obligation, upon certain terminations to repurchase our interests in their operating partnerships at fair market value. If such right is not exercised, we would remain as a limited partner of the operating partnerships. Nonetheless, any such termination could have a material adverse effect on our business, results of operations and financial condition.

Changes in investor preferences or market conditions could limit our ability to raise funds or make new investments.

The majority of our and the CPA® REITs’ current investments, as well as the majority of the investments we expect to originate for the CPA® REITs in the near term, are investments in single-tenant commercial properties that are subject to triple-net leases. In addition, we have relied predominantly on raising funds from individual investors through the sale by participating selected dealers to their customers of publicly-registered, non-traded securities of the Managed REITs. Although we have increased the number of broker-dealers we use for fundraising, the majority of our fundraising efforts are through three major selected dealers. If, as a result of changes in market receptivity to investments that are not readily liquid and involve high selected dealer fees, or for other reasons, this capital raising method were to become less available as a source of capital, our ability to raise funds for the Managed REIT programs, and consequently our ability to make investments on their behalf, could be adversely affected. While we are not limited to this particular method of raising funds for investment (and, among other things, the Managed REITs may themselves be able to borrow additional funds to invest), our experience with other means of raising capital is limited. Also, many factors, including changes in tax laws or accounting rules, may make these types of investments less attractive to potential sellers and lessees, which could negatively affect our ability to increase the amount of assets of this type under management.

We face active competition for investments.

We face active competition for our investments from many sources, including insurance companies, credit companies, pension funds, private individuals, financial institutions, finance companies and investment companies, among others. These institutions may accept greater risk or lower returns, allowing them to offer more attractive terms to prospective tenants. In addition, our evaluation of the acceptability of rates of return on behalf of the Managed REITs is affected by such factors as the cost of raising capital, the amount of revenue we can earn and the performance hurdle rates of the relevant Managed REITs. Such factors may limit the amount of new investments that we make on behalf of the Managed REITs, which will in turn limit the growth of revenues from our investment management operations. The investment community continues to remain risk averse. We believe that the net lease financing market is perceived as a relatively conservative investment vehicle. Accordingly, we expect increased competition for investments, both domestically and internationally. It is possible that further capital inflows into our marketplace will place additional pressure on the returns that we can generate from our investments as well as our willingness and ability to execute transactions.

A significant amount of our leases will expire within the next five years, and we may have difficulty in re-leasing or selling our properties if tenants do not renew their leases.

Within the next five years, approximately 24% of our leases, based on annualized contractual minimum base rent, are due to expire. If these leases are not renewed, or if the properties cannot be re-leased on terms that yield payments comparable to those currently being received, then our lease revenues could be substantially adversely affected. The terms of any new or renewed leases of these properties

W. P. Carey 2012 10-K — 12

may depend on market conditions prevailing at the time of lease expiration. In addition, if properties are vacated by the current tenants, we may incur substantial costs in attempting to re-lease such properties. We may also seek to sell these properties, in which event we may incur losses, depending upon market conditions prevailing at the time of sale.

Real estate investments generally lack liquidity compared to other financial assets, and this lack of liquidity may limit our ability to quickly change our portfolio in response to changes in economic or other conditions. Some of our net leases are for properties that are specially suited to the particular needs of the tenant. With these properties, we may be required to renovate the property or to make rent concessions in order to lease the property to another tenant. In addition, if we are forced to sell the property, we may have difficulty selling it to a party other than the tenant due to the special purpose for which the property may have been designed. These and other limitations may affect our ability to re-lease or sell properties without adversely affecting returns to stockholders.

Our portfolio growth is constrained by our policy to offer property transactions to the Managed REITs.

Under our investment policy guidelines concerning the Managed REITs, we must present a continuing and suitable investment program to them during their investment period. In recent years, new property investment opportunities have generally first been made available by us to the Managed REITs. This allocation of new investments to the Managed REITs may restrict the potential growth of our direct real estate ownership and our ability to diversify our portfolio.

Because we invest in properties located outside the U.S., we are exposed to additional risks.

We have invested in and may continue to invest in properties located outside the U.S. At December 31, 2012, our directly-owned real estate properties located outside of the U.S. represented 28% of current annualized contractual minimum base rent. These investments may be affected by factors particular to the laws of the jurisdiction in which the property is located. These investments may expose us to risks that are different from and in addition to those commonly found in the U.S., including:

·changing governmental rules and policies;

·enactment of laws relating to the foreign ownership of property and laws relating to the ability of foreign entities to remove invested capital or profits earned from activities within the country to the U.S.;

·expropriation of investments;

·legal systems under which our ability to enforce contractual rights and remedies may be more limited than would be the case under U.S. law;

·difficulty in conforming obligations in other countries and the burden of complying with a wide variety of foreign laws, which may be more stringent than U.S. laws, including tax requirements and land use, zoning, and environmental laws, as well as changes in such laws;

·adverse market conditions caused by changes in national or local economic or political conditions;

·tax requirements vary by country and we may be subject to additional taxes as a result of our international investments;

·changes in relative interest rates;

·changes in the availability, cost and terms of mortgage funds resulting from varying national economic policies;

·changes in real estate and other tax rates and other operating expenses in particular countries;

·changes in land use and zoning laws;

·more stringent environmental laws or changes in such laws; and.

·restrictions and/or significant costs in repatriating cash and cash equivalents held in foreign bank accounts.

In addition, the lack of publicly available information in certain jurisdictions in accordance with accounting principles generally accepted in the U.S. (“GAAP”) could impair our ability to analyze transactions and may cause us to forego an investment opportunity for ourselves or the CPA® REITs. It may also impair our ability to receive timely and accurate financial information from tenants necessary to meet our and the CPA® REITs’ reporting obligations to financial institutions or governmental or regulatory agencies. Certain of these risks may be greater in emerging markets and less developed countries. Our expertise to date is primarily in the U.S. and Europe, and we have less experience in other international markets. We may not be as familiar with the potential risks to our and the CPA® REITs’ investments outside the U.S. and Europe and we could incur losses as a result.

Also, we may engage third-party asset managers in international jurisdictions to monitor compliance with legal requirements and lending agreements with respect to properties we own or manage on behalf of the CPA® REITs. Failure to comply with applicable requirements may expose us or our operating subsidiaries to additional liabilities.

Moreover, we are subject to changes in foreign exchange rates due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. Our principal currency exposure is to the euro. We attempt to mitigate a portion of the risk of currency fluctuation by financing our properties in the local currency denominations, although there can be no assurance that this will be effective. Because we generally place both our debt obligation to the lender and the tenant’s rental obligation to us in the same

W. P. Carey 2012 10-K — 13

currency, our results of foreign operations benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to foreign currencies; that is, absent other considerations, a weaker U.S. dollar will tend to increase both our revenues and our expenses, while a stronger U.S. dollar will tend to reduce both our revenues and our expenses.

If we recognize substantial impairment charges on our properties or investments, our net income may be reduced.

On a combined basis, we and CPA®:15 have recognized impairment charges totaling $32.9 million, $39.5 million and $42.1 million for the years ended December 31, 2012, 2011 and 2010, respectively. In the future, we may incur substantial impairment charges, which we are required to recognize whenever we sell a property for less than its carrying value or we determine that the carrying amount of the property is not recoverable and exceeds its fair value; for direct financing leases, whenever the unguaranteed residual value of the underlying property has declined or, for equity investments, the estimated fair value of the investment’s underlying net assets in comparison with the carrying value of our interest in the investment has declined on an other-than-temporary basis. By their nature, the timing or extent of impairment charges are not predictable. We may incur non-cash impairment charges in the future, which may reduce our net income.

Because we use debt to finance investments, our cash flow could be adversely affected.

Most of our investments are made by borrowing a portion of the total investment and securing the loan with a mortgage on the property. We generally borrow on a non-recourse basis to limit our exposure on any property to the amount of equity invested in the property. If we are unable to make our debt payments as required, a lender could foreclose on the property or properties securing its debt. Additionally, lenders for our international mortgage loan transactions typically incorporate various covenants and other provisions that can cause a technical loan default, including a loan to value ratio, a debt service coverage ratio and a material adverse change in the borrower’s or tenant’s business. Accordingly, if the real estate value declines or the tenant defaults, the lender would have the right to foreclose on its security. If any of these events were to occur, it could cause us to lose part or all of our investment, which in turn could cause the value of our portfolio, and revenues available for distribution to our stockholders, to be reduced.

Some of our financing may also require us to make a balloon payment at maturity. Our ability to make balloon payments on debt will depend upon our ability either to refinance the obligation when due, invest additional equity in the property or to sell the related property. When a balloon payment is due, we may be unable to refinance the balloon payment on terms as favorable as the original loan or sell the property at a price sufficient to cover the balloon payment. Our ability to accomplish these goals will be affected by various factors existing at the relevant time, such as the state of the national and regional economies, local real estate conditions, available mortgage or interest rates, availability of credit, our equity in the mortgaged properties, our financial condition, the operating history of the mortgaged properties and tax laws. A refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets.

Our leases may permit tenants to purchase a property at a predetermined price, which could limit our realization of any appreciation or result in a loss.

In some circumstances, we may grant tenants a right to repurchase the property they lease from us. The purchase price may be a fixed price or it may be based on a formula or the market value at the time of exercise. If a tenant exercises its right to purchase the property and the property’s market value has increased beyond that price, we could be limited in fully realizing the appreciation on that property. Additionally, if the price at which the tenant can purchase the property is less than our carrying value (for example, where the purchase price is based on an appraised value), we may incur a loss.

Our ability to fully control the management of our net-leased properties may be limited.

The tenants or managers of net-leased properties are responsible for maintenance and other day-to-day management of the properties. If a property is not adequately maintained in accordance with the terms of the applicable lease, we may incur expenses for deferred maintenance expenditures or other liabilities once the property becomes free of the lease. While our leases generally provide for recourse against the tenant in these instances, a bankrupt or financially troubled tenant may be more likely to defer maintenance and it may be more difficult to enforce remedies against such a tenant. In addition, to the extent tenants are unable to conduct their operation of the property on a financially successful basis, their ability to pay rent may be adversely affected. Although we endeavor to monitor, on an ongoing basis, compliance by tenants with their lease obligations and other factors that could affect the financial performance of our properties, such monitoring may not in all circumstances ascertain or forestall deterioration either in the condition of a property or the financial circumstances of a tenant.

W. P. Carey 2012 10-K — 14

The value of our real estate is subject to fluctuation.

We are subject to all of the general risks associated with the ownership of real estate. While the revenues from our leases and those of the CPA® REITs are not directly dependent upon the value of the real estate owned, significant declines in real estate values could adversely affect us in many ways, including a decline in the residual values of properties at lease expiration; possible lease abandonments by tenants; a decline in the attractiveness of Managed REIT investments that may impede our ability to raise new funds for investment by the Managed REITs and a decline in the attractiveness of triple-net lease transactions to potential sellers. We also face the risk that lease revenue will be insufficient to cover all corporate operating expenses and debt service payments on indebtedness we incur. General risks associated with the ownership of real estate include:

·adverse changes in general or local economic conditions;

·changes in the supply of or demand for similar or competing properties;

·changes in interest rates and operating expenses;

·competition for tenants;

·changes in market rental rates;

·inability to lease or sell properties upon termination of existing leases;

·renewal of leases at lower rental rates;

·inability to collect rents from tenants due to financial hardship, including bankruptcy;

·changes in tax, real estate, zoning and environmental laws that may have an adverse impact upon the value of real estate;

·uninsured property liability, property damage or casualty losses;

·unexpected expenditures for capital improvements or to bring properties into compliance with applicable federal, state and local laws;

·exposure to environmental losses;

·changes in foreign exchange rates; and

·acts of God and other factors beyond the control of our management.

Because most of our properties are occupied by a single tenant, our success is materially dependent upon the tenant’s financial stability.

Most of our properties are occupied by a single tenant and, therefore, the success of our investments is materially dependent on the financial stability of our tenants. Revenues from several of our tenants/guarantors constitute a significant percentage of its lease revenues. The five largest tenants/guarantors represented approximately 25% of total lease revenues for 2012. Lease payment defaults by tenants negatively impact our net income and reduce the amounts available for distributions to stockholders. As some of our tenants may not have a recognized credit rating, these tenants may have a higher risk of lease defaults than if those tenants had a recognized credit rating. In addition, the bankruptcy of a tenant could cause the loss of lease payments as well as an increase in the costs incurred to carry the property until it can be re-leased or sold. We have had, and may have in the future, tenants file for bankruptcy protection. In the event of a default, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting the investment and re-leasing the property. If a lease is terminated, there is no assurance that we will be able to re-lease the property for the rent previously received or sell the property without incurring a loss.

The bankruptcy or insolvency of tenants or borrowers may cause a reduction in our revenue and an increase in our expenses.

Bankruptcy or insolvency of a tenant or borrower could cause:

·the loss of lease or interest and principal payments;

·an increase in the costs incurred to carry the property;

·litigation;

·a reduction in the value of our shares; and

·a decrease in distributions to our stockholders.

Under U.S. bankruptcy law, a tenant who is the subject of bankruptcy proceedings has the option of assuming or rejecting any unexpired lease. If the tenant rejects the lease, any resulting claim we have for breach of the lease (excluding collateral securing the claim) will be treated as a general unsecured claim. The maximum claim will be capped at the amount owed for unpaid rent prior to the bankruptcy unrelated to the termination, plus the greater of one year’s lease payments or 15% of the remaining lease payments payable under the lease (but no more than three years’ lease payments). In addition, due to the long-term nature of our leases and, in some cases, terms providing for the repurchase of a property by the tenant, a bankruptcy court could recharacterize a net lease transaction as a secured lending transaction. If that were to occur, we would not be treated as the owner of the property, but we might have rights as a secured creditor. Those rights would not include a right to compel the tenant to timely perform its obligations under

W. P. Carey 2012 10-K — 15

the lease but may instead entitle us to “adequate protection,” a bankruptcy concept that applies to protect against a decrease in the value of the property if the value of the property is less than the balance owed to us.

Insolvency laws outside of the U.S. may not be as favorable to reorganization or to the protection of a debtor’s rights as tenants under a lease as are the laws in the U.S. Our rights to terminate a lease for default may be more likely to be enforceable in countries other than the U.S., in which a debtor/ tenant or its insolvency representative may be less likely to have rights to force continuation of a lease without our consent. Nonetheless, such laws may permit a tenant or an appointed insolvency representative to terminate a lease if it so chooses.

However, in circumstances where the bankruptcy laws of the U.S. are considered to be more favorable to debtors and to their reorganization, entities that are not ordinarily perceived as U.S. entities may seek to take advantage of the U.S. bankruptcy laws if they are eligible. An entity would be eligible to be a debtor under the U.S. bankruptcy laws if it had a domicile (state of incorporation or registration), place of business or assets in the U.S. If a tenant became a debtor under the U.S. bankruptcy laws, then it would have the option of assuming or rejecting any unexpired lease. As a general matter, after the commencement of bankruptcy proceedings and prior to assumption or rejection of an expired lease, U.S. bankruptcy laws provide that until an unexpired lease is assumed or rejected, the tenant (or its trustee if one has been appointed) must timely perform obligations of the tenant under the lease. However, under certain circumstances, the time period for performance of such obligations may be extended by an order of the bankruptcy court.

We and certain of the CPA® REITs have had tenants file for bankruptcy protection and have been involved in bankruptcy-related litigation (including several international tenants). Four prior CPA® REITs reduced the rate of distributions to their investors as a result of adverse developments involving tenants.

Similarly, if a borrower under one of our loan transactions declares bankruptcy, there may not be sufficient funds to satisfy its payment obligations to us, which may adversely affect our revenue and distributions to our stockholders. The mortgage loans in which we may invest may be subject to delinquency, foreclosure and loss, which could result in losses to us.

Because we are subject to possible liabilities relating to environmental matters, we could incur unexpected costs and our ability to sell or otherwise dispose of a property may be negatively impacted.

We own commercial properties and are subject to the risk of liabilities under federal, state and local environmental laws. These responsibilities and liabilities also exist for properties owned by the Managed REITs and if they become liable for these costs, their ability to pay for our services could be materially affected. Some of these laws could impose the following on us:

·responsibility and liability for the cost of investigation and removal or remediation of hazardous or toxic substances released on or from our property, generally without regard to our knowledge of, or responsibility for, the presence of these contaminants;

·liability for the costs of investigation and removal or remediation of hazardous substances at disposal facilities for persons who arrange for the disposal or treatment of such substances;

·liability for claims by third parties based on damages to natural resources or property, personal injuries, or costs of removal or remediation of hazardous or toxic substances in, on, or migrating from our property;

·responsibility for managing asbestos-containing building materials, and third-party claims for exposure to those materials; and

·claims being made against us by the Managed REITs for inadequate due diligence.

Our costs of investigation, remediation or removal of hazardous or toxic substances, or for third-party claims for damages, may be substantial. The presence of hazardous or toxic substances at any of our properties, or the failure to properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address the contamination or otherwise adversely affect our ability to sell or lease the property or to borrow using the property as collateral. While we attempt to mitigate identified environmental risks by contractually requiring tenants to acknowledge their responsibility for complying with environmental laws and to assume liability for environmental matters, circumstances may arise in which a tenant fails, or is unable, to fulfill its contractual obligations. In addition, environmental liabilities, or costs or operating limitations imposed on a tenant to comply with environmental laws, could affect its ability to make rental payments to us. Also, and although we endeavor to avoid doing so, we may be required, in connection with any future divestitures of property, to provide buyers with indemnification against potential environmental liabilities.

A potential change in U.S. accounting standards regarding operating leases may make the leasing of facilities less attractive to our potential domestic tenants, which could reduce overall demand for our leasing services.

A lease is classified by a tenant as a capital lease if the significant risks and rewards of ownership are considered to reside with the tenant. This situation is considered to be met if, among other things, the non-cancelable lease term is more than 75% of the useful life

W. P. Carey 2012 10-K — 16

of the asset or if the present value of the minimum lease payments equals 90% or more of the leased property’s fair value. Under capital lease accounting for a tenant, both the leased asset and liability are reflected on their balance sheet. If the lease does not meet any of the criteria for a capital lease, the lease is considered an operating lease by the tenant and the obligation does not appear on the tenant’s balance sheet; rather, the contractual future minimum payment obligations are only disclosed in the footnotes thereto. Thus, entering into an operating lease can appear to enhance a tenant’s balance sheet in comparison to direct ownership. In response to concerns caused by a 2005 SEC study that the current model does not have sufficient transparency, the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) issued an Exposure Draft on a joint proposal that would dramatically transform lease accounting from the existing model. The FASB and IASB met during the third quarter of 2012 and voted to re-expose the proposed standard. A revised exposure draft for public comment is currently expected to be issued in 2013, with a final standard expected to be issued during 2014. As of the date of this Report, the proposed guidance has not yet been finalized. Changes to the accounting guidance could affect both our and the CPA® REITs’ accounting for leases as well as that of our and the CPA® REITs’ tenants. These changes would impact most companies but are particularly applicable to those that are significant users of real estate. The proposal outlines a completely new model for accounting by lessees, whereby their rights and obligations under all leases, existing and new, would be capitalized and recorded on the balance sheet. For some companies, the new accounting guidance may influence whether or not, or the extent to which, they may enter into the type of sale-leaseback transactions in which we specialize.

We depend on key personnel for our future success, and the loss of key personnel or inability to attract and retain personnel could harm our business.

Our future success depends in large part on our ability to hire and retain a sufficient number of qualified personnel. Our future success also depends upon the continued service of our executive officers: Trevor P. Bond, our President and Chief Executive Officer; Catherine D. Rice, who is expected to succeed Mark J. DeCesaris as our Chief Financial Officer in the first quarter of 2013; Thomas E. Zacharias, our Chief Operating Officer and the head of our Asset Management Department; John D. Miller, our Chief Investment Officer; and Mark Goldberg, President of Carey Financial, LLC. The loss of the services of any of these officers could have a material adverse effect on our operations.

Our accounting policies and methods are fundamental to how we record and report our financial position and results of operations, and they require management to make estimates, judgments and assumptions about matters that are inherently uncertain.

Our accounting policies and methods are fundamental to how we record and report our financial position and results of operations. We have identified several accounting policies as being critical to the presentation of our financial position and results of operations because they require management to make particularly subjective or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be recorded under different conditions or using different assumptions. Because of the inherent uncertainty of the estimates, judgments and assumptions associated with these critical accounting policies, we cannot provide any assurance that we will not make subsequent significant adjustments to our consolidated financial statements. If our judgments, assumptions and allocations prove to be incorrect, or if circumstances change, our business, financial condition, revenues, operating expense, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected.

Our charter and Maryland law contain provisions that may delay or prevent a change of control transaction.

Our charter contains 7.9% ownership limits. Our charter, subject to certain exceptions, authorizes our directors to take such actions as are necessary and desirable to limit any person to beneficial or constructive ownership of either (i) owning more than 7.9% in value or in number of shares, whichever is more restrictive, of the aggregate outstanding shares of our stock excluding any outstanding shares of our stock not treated as outstanding for federal income tax purposes or (ii) owning more than 7.9% in value or in number of shares, whichever is more restrictive, of our aggregate outstanding shares of common stock excluding any of our outstanding shares of common stock not treated as outstanding for federal income tax purposes. Our board of directors, in its sole discretion, may exempt a person from the ownership limits and our board of directors has granted the Estate an exemption to own up to 18.0% of our aggregate outstanding shares of common stock or any other outstanding class or series of our stock. However, our board of directors may not grant an exemption from the ownership limits to any person unless our board of directors obtains such representations, covenants and undertakings as our board of directors may deem appropriate in order to determine that granting the exemption would not result in losing our status as a REIT. Our board of directors may also increase or decrease the common stock ownership limit and/or the aggregate stock ownership limit so long as the change would not result in five or fewer persons beneficially owning more than 49.9% in value of our outstanding stock. The ownership limits and the other restrictions on ownership of our stock contained in our charter may delay or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.

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Our board of directors may modify our authorized shares of stock of any class or series and may create and issue a class or series of common stock or preferred stock without stockholder approval.

Our board of directors is empowered under our charter from time to time to amend our charter to increase or decrease the aggregate number of shares of our stock or the number of shares of stock of any class or series that we have authority to issue, and from time to time to classify any unissued shares of common stock or preferred stock and to or reclassify any previously classified, but unissued, shares of common stock or preferred stock into one or more classes or series of stock and to issue such shares of stock so classified or reclassified, without stockholder approval. Our board of directors may determine the relative rights, preferences and privileges of any class or series of common stock or preferred stock issued. As a result, we may issue series or classes of common stock or preferred stock with preferences, dividends, powers and rights, voting or otherwise, senior to the rights of holders of our common stock. The issuance of any such classes or series of common stock or preferred stock could also have the effect of delaying or preventing a change of control transaction that might otherwise be in the best interests of our stockholders.

Certain provisions of Maryland law could inhibit changes in control.

Certain provisions of the Maryland General Corporation Law (“MGCL”) may have the effect of inhibiting a third party from making a proposal to acquire us or impeding a change of control under circumstances that otherwise could provide our stockholders with the opportunity to realize a premium over the then-prevailing market price of our common stock, including:

·“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock), or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter impose special appraisal rights and supermajority voting requirements on these combinations; and

·“control share” provisions that provide that holders of “control shares” of our company (defined as voting shares which, when aggregated with all other shares owned or controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

The statute permits various exemptions from its provisions, including business combinations that are exempted by a board of directors prior to the time that the “interested stockholder” becomes an interested stockholder. Our board of directors has, by resolution, exempted any business combination between us and any person who is an existing, or becomes in the future, an “interested stockholder.” Consequently, the five-year prohibition and the supermajority vote requirements will not apply to business combinations between us and any such person. As a result, such person may be able to enter into business combinations with us that may not be in the best interest of our stockholders, without compliance with the super-majority vote requirements and the other provisions of the statute. Additionally, this resolution may be altered, revoked or repealed in whole or in part at any time and we may opt back into the business combination provisions of the MGCL. If this resolution is revoked or repealed, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. In the case of the control share provisions of the MGCL, we have elected to opt out of these provisions of the MGCL pursuant to a provision in our bylaws.

Additionally, Title 3, Subtitle 8 of the MGCL, permits our board of directors, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement certain governance provisions, some of which (for example, a classified board) we do not currently have. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for our company or of delaying, deferring or preventing a change in control of our company under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-current market price. Our charter, our Bylaws and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.

Future issuances of equity securities could dilute the interest of our stockholders.

Our future growth will depend, in part, upon our ability to raise additional capital. If we were to raise additional capital through the issuance of equity securities, we could dilute the interests of our stockholders. The interests of our stockholders could also be diluted by the issuance of shares of common stock upon the exercise of outstanding options or pursuant to stock incentive plans. Likewise, our board of directors is empowered under our charter from time to time to amend our charter to increase or decrease the aggregate number of shares of our stock or the number of shares of stock of any class or series that we have authority to issue, and from time to time to classify any unissued shares of common stock or preferred stock and to or reclassify any previously classified, but unissued, shares of common stock or preferred stock into one or more classes or series of stock and to issue such shares of stock so classified or

W. P. Carey 2012 10-K — 18

reclassified, without stockholder approval. See the section below titled “Our board of directors may modify our authorized shares of stock of any class or series and may create and issue a class or series of common stock or preferred stock without stockholder approval.”

Compliance or failure to comply with the Americans with Disabilities Act and other similar regulations could result in substantial costs.

Under the Americans with Disabilities Act, places of public accommodation must meet certain federal requirements related to access and use by disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants. If we are required to make unanticipated expenditures to one or more of our properties in order to comply with the Americans with Disabilities Act, then our cash flow and the amounts available to make distributions and payments to our stockholders may be adversely affected. We have not conducted an audit or investigation of all of our properties to determine our compliance and we cannot predict the ultimate cost of compliance with the ADA or other legislation.

Our properties are also subject to various federal, state and local regulatory requirements, such as state and local fire and life-safety requirements. We could incur fines or private damage awards if we fail to comply with these requirements. While we believe that our properties are currently in material compliance with these regulatory requirements, the requirements may change or new requirements may be imposed that could require significant unanticipated expenditures by us that will affect our cash flow and results of operations.

The occurrence of cyber incidents, or a deficiency in our cyber security, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information. As our reliance on technology has increased, so have the risks posed to our systems, both internal and those we have outsourced. Our three primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationship with our tenants, and private data exposure. We have implemented processes, procedures and controls to help mitigate these risks, but these measures, as well as our increased awareness of a risk of a cyber incident, do not guarantee that our financial results will not be negatively impacted by such an incident.

Goodwill resulting from the consummation of the Merger may adversely affect our results of operations.

Potential impairment of goodwill resulting from the Merger could adversely affect our financial condition and results of operations. We assess our goodwill and other intangible assets and long-lived assets for impairment annually and more frequently when required by GAAP. We are required to record an impairment charge if circumstances indicate that the asset carrying values exceed their fair values. Our assessment of goodwill, other intangible assets, or long-lived assets could indicate that an impairment of the carrying value of such assets may have occurred that could result in a material, non-cash write-down of such assets, which could have a material adverse effect on our results of operations and future earnings. We are also required to write off a portion of goodwill whenever we dispose of a property that constitutes a business under GAAP from a reporting unit with goodwill. We allocate a portion of the reporting unit’s goodwill to that business in determining the gain loss on the disposal of the business. The amount of goodwill allocated to the business is based on the relative fair value of the business for the reporting unit.

Risks Related to REIT Structure

While we believe that we are properly organized as a REIT in accordance with applicable law, we cannot guarantee that the IRS will find that we have qualified as a REIT.

We believe that we are organized in conformity with the requirements for qualification as a REIT under the Internal Revenue Code (the “Code”) beginning with our 2012 taxable year (we expect the REIT election to be effective from February 15, 2012, the date of our incorporation), and that our current and anticipated investments and plan of operation will enable us to meet and continue to meet the requirements for qualification and taxation as a REIT under the Code. Investors should be aware, however, that the IRS or any court could take a position different from our own. Given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given that we will so qualify for any particular year.

Furthermore, our qualification and taxation as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. Our ability to satisfy the quarterly asset tests under applicable Code provisions and Treasury Regulations will depend in part upon the our board of directors’ good faith analysis of the fair market values of our assets, some of which are not susceptible to a precise determination. Our compliance with the REIT income and quarterly asset requirements also depends upon our ability to successfully manage the composition of our income and assets on an ongoing basis. While we believe that we will satisfy these tests, we cannot guarantee that this will be the case on a continuing basis.

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If we fail to qualify as a REIT or fail to remain qualified as a REIT, we would be subject to federal income tax at corporate income tax rates and would not be able to deduct distributions to stockholders when computing our taxable income.

Prior to the consummation of the Merger and REIT Conversion, we were not treated as a REIT for federal income tax purposes. Following the consummation of the Merger and REIT Conversion, we believe that we are organized in conformity with the requirements for qualification as a REIT under the Code beginning with our 2012 taxable year. We expect the REIT election to be effective from February 15, 2012, the date of our incorporation. In order to qualify as a REIT, we plan to hold our non-qualifying REIT assets and conduct our non-qualifying REIT income activities in or through one or more taxable real estate investment trust subsidiaries (“TRSs”).

If, in any taxable year, we fail to qualify for taxation as a REIT, and are not entitled to relief under the Code:

·we will not be allowed a deduction for distributions to stockholders in computing our taxable income;

·we will be subject to federal and state income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates; and

·we would not be eligible to qualify as a REIT for the four taxable years following the year during which we were so disqualified.

Any such corporate tax liability could be substantial and would reduce the amount of cash available for distributions to our stockholders, which in turn could have an adverse impact on the value of our common stock. This adverse impact could last for five or more years because, unless we are entitled to relief under certain statutory provisions, we will be taxed as a corporation, beginning in the year in which the failure occurs, and we will not be allowed to re-elect to be taxed as a REIT for the following four years.

If we fail to qualify for taxation as a REIT, we may need to borrow funds or liquidate some investments to pay the additional tax liability. Were this to occur, funds available for investment would be reduced. REIT qualification involves the application of highly technical and complex provisions of the Code to our operations, as well as various factual determinations concerning matters and circumstances not entirely within our control. There are limited judicial or administrative interpretations of these provisions. Although we plan to continue to operate in a manner consistent with the REIT qualification rules, we cannot assure you that we will so qualify or remain so qualified.

If we fail to make required distributions, we may be subject to federal corporate income tax.

We intend to declare regular quarterly distributions, the amount of which will be determined, and is subject to adjustment, by our board of directors. To continue to qualify and be taxed as a REIT, we will generally be required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gain) each year to our stockholders. Generally, we expect to distribute all or substantially all of our REIT taxable income. If our cash available for distribution falls short of our estimates, we may be unable to maintain the proposed quarterly distributions that approximate our taxable income, and we may fail to qualify for taxation as a REIT. In addition, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the recognition of income for federal income tax purposes, or the effect of nondeductible expenditures, such as capital expenditures, payments of compensation for which Section 162(m) of the Code denies a deduction, the creation of reserves or required debt service or amortization payments.

To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders for a calendar year is less than a minimum amount specified under the Code.

In addition, in order to continue to qualify as a REIT, any C-corporation earnings and profits to which we succeed (such as by a deemed liquidation of a taxable corporate subsidiary) must be distributed as of the close of the taxable year in which the REIT accumulates or acquires such C-corporation’s earnings and profits.

Because certain covenants in our debt instruments may limit our ability to make required REIT distributions, we could be subject to taxation.

Our existing Senior Credit Facility includes, and our future debt instruments may include, covenants that limit our ability to make required REIT distributions. If the limits set forth in these covenants prevent us from satisfying our REIT distribution requirements, we could fail to qualify for federal income tax purposes as a REIT. If the limits set forth in these covenants do not jeopardize our

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qualification for taxation as a REIT but do nevertheless prevent us from distributing 100% of our REIT taxable income, we will be subject to federal corporate income tax, and potentially a nondeductible excise tax, on the retained amounts.

Because we will be required to satisfy numerous requirements imposed upon REITs, we may be required to borrow funds, sell assets, or raise equity on terms that are not favorable to us.

In order to meet the REIT distribution requirements and maintain our qualification and taxation as a REIT, we may need to borrow funds, sell assets or raise equity, even if the then-prevailing market conditions are not favorable for these borrowings, sales or offerings. Any insufficiency of our cash flows to cover our REIT distribution requirements could adversely impact our ability to raise short and long term debt, to sell assets, or to offer equity securities in order to fund distributions required to maintain our qualification and taxation as a REIT. Furthermore, the REIT distribution requirements may increase the financing we need to fund capital expenditures, future growth and expansion initiatives. This would increase our total leverage.

In addition, if we fail to comply with certain asset ownership tests at the end of any calendar quarter, we must generally correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate otherwise attractive investments. These actions may reduce our income and amounts available for distribution to our stockholders.

Because the REIT rules require us to satisfy certain rules on an ongoing basis, our flexibility or ability to pursue otherwise attractive opportunities may be limited.

To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our common stock. Thus, compliance with these tests will require us to refrain from certain activities and may hinder our ability to make certain attractive investments, including the purchase of non-qualifying assets, the expansion of non-real estate activities, and investments in the businesses to be conducted by our TRSs, and to that extent limit our opportunities and our flexibility to change our business strategy. Furthermore, acquisition opportunities in domestic and international markets may be adversely affected if we need or require the target company to comply with some REIT requirements prior to closing. In addition, our conversion to a REIT may result in investor pressures not to pursue growth opportunities that are not immediately accretive.

To meet our annual distribution requirements, we may be required to distribute amounts that may otherwise be used for our operations, including amounts that may otherwise be invested in future acquisitions, capital expenditures or repayment of debt and it is possible that we might be required to borrow funds, sell assets or raise equity to fund these distributions, even if the then-prevailing market conditions are not favorable for these borrowings, sales or offerings.

Because the REIT provisions of the Code limit our ability to hedge effectively, the cost of our hedging may increase, and we may incur tax liabilities.

The REIT provisions of the Code limit our ability to hedge assets as well as liabilities that are not incurred to acquire or carry real estate. Generally, income from hedging transactions that have been properly identified for tax purposes, and that we enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets and income from certain currency hedging transactions related to our non-U.S. operations, does not constitute “gross income” for purposes of the REIT gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of the REIT gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRSs could be subject to tax on income or gains resulting from hedges entered into by them or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in any of our TRSs generally will not provide any tax benefit, except for being carried forward for use against future taxable income in the TRSs.

Because the REIT rules limit our ability to receive distributions from TRSs, our ability to fund distribution payments using cash generated through our TRSs may be limited.

Our ability to receive distributions from our TRSs is limited by the rules with which we must comply to maintain our status as a REIT. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from real estate-related sources, which principally includes gross income from the leasing of our properties. Consequently, no more than 25% of our gross income may consist of dividend income from our TRSs and other non-qualifying types of income. Thus, our ability to receive distributions from our TRSs may be limited and may impact our ability to fund distributions to our stockholders using cash flows from our TRSs. Specifically, if our TRSs became highly profitable, we might become limited in our ability to receive net income from our TRSs in an amount required to fund distributions to our stockholders commensurate with that profitability.

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We intend to use TRSs, which may cause us to fail to qualify as a REIT.

The net income of our TRSs is not required to be distributed to us, and income that is not distributed to us generally will not be subject to the REIT income distribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs and certain other non-qualifying assets to exceed 25% of the fair market value of our assets, we would fail to qualify as a REIT or not be as tax efficient.

Our ownership of our TRSs will be subject to limitations that could prevent us from growing our investment management business and our transactions with our TRSs could cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on an arm’s-length basis.

Overall, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs, and compliance with this limitation could limit our ability to grow our investment management business. In addition, the Code limits the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The Code also imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. We will monitor the value of our respective investments in our TRSs for the purpose of ensuring compliance with TRS ownership limitations and will structure our transactions with our TRSs on terms that we believe are arm’s-length to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the 25% TRS limitation or to avoid application of the 100% excise tax.

Because our board of directors determines in its sole discretion our dividend rate on a quarterly basis, our cash distributions are not guaranteed and may fluctuate.

Our board of directors, in its sole discretion, will determine on a quarterly basis the amount of cash to be distributed to our stockholders based on a number of factors including, but not limited to, our results of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity, applicable provisions of the MGCL and other factors, including debt covenant restrictions that may impose limitations on cash payments, and future acquisitions and divestitures. Consequently, our distribution levels may fluctuate.

Because distributions payable by REITs generally do not qualify for reduced tax rates, the value of our common stock could be adversely affected.

Certain distributions payable by domestic or qualified foreign corporations to individuals, trusts and estates that are U.S. stockholders are currently eligible for federal income tax at a maximum rate of 20%. Distributions payable by REITs, in contrast, generally are not eligible for the current reduced rates unless the distributions are attributable to dividends received by the REIT from other corporations that would be eligible for the reduced rates. The more favorable rates applicable to regular corporate distributions could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stock of non-REIT corporations that pay distributions, which could adversely affect the value of the stock of REITs, including our common stock.

Even if we continue to qualify as a REIT, certain of our business activities will be subject to corporate level income tax and foreign taxes, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.

Even if we qualify for taxation as a REIT, we may be subject to certain federal, state, local and foreign taxes on our income and assets, including alternative minimum taxes, taxes on any undistributed income, and state, local or foreign income, franchise, property and transfer taxes. In addition, we could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT.

Any TRS assets and operations would continue to be subject, as applicable, to federal and state corporate income taxes and to foreign taxes in the jurisdictions in which those assets and operations are located. Any of these taxes would decrease our earnings and our cash available for distributions to stockholders.

We will also be subject to a federal corporate level tax at the highest regular corporate rate (35% for year 2012) on all or a portion of the gain recognized from a sale of assets formerly held by any C-corporation that we acquire in a carry-over basis transaction occurring within a specified period (generally, ten years) after we acquire such assets, to the extent the built-in gain based on the fair market value of those assets on the effective date of the REIT election is in excess of our then tax basis. The tax on subsequently sold assets will be based on the fair market value and built-in gain of those assets as of the beginning of our holding period. Gains from a

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sale of an asset occurring after the specified period ends will not be subject to this corporate level tax. We expect to have only a de minimis amount of assets subject to these corporate tax rules and do not expect to dispose of any significant assets subject to these corporate tax rules.

Because dividends received by non-U.S. stockholders are generally taxable, we may be required to withhold a portion of our distributions to such persons.

Ordinary dividends received by non-U.S. stockholders that are not effectively connected with the conduct of a U.S. trade or business generally are subject to United States withholding tax at a rate of 30%, unless reduced by an applicable income tax treaty. Additional rules will apply to any non-U.S. stockholders that will own more than 5% of our common stock with respect to certain capital gain distributions.

The ability of our board of directors to revoke our REIT qualification, without stockholder approval, may cause adverse consequences to our stockholders.

Our charter provides that the board of directors may revoke or otherwise terminate the REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to be a REIT, we will not be allowed a deduction for dividends paid to stockholders in computing our taxable income, and we will be subject to federal income tax at regular corporate rates and state and local taxes, which may have adverse consequences on the total return to our stockholders.

Federal income tax laws governing REITs and related interpretations may change at any time, and any such legislative or other actions affecting REITs could have a negative effect on us and our stockholders.

At any time, the federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. Federal and state tax laws are constantly under review by persons involved in the legislative process, the IRS, the United States Department of the Treasury, and state taxing authorities. Changes to the tax laws, regulations and administrative interpretations, which may have retroactive application, could adversely affect us or our stockholders. We cannot predict with certainty whether, when, in what forms, or with what effective dates, the tax laws, regulations and administrative interpretations applicable to us or our stockholders may be changed. Accordingly, we cannot assure you that any such change will not significantly affect our ability to qualify for taxation as a REIT or the federal income tax consequences to you or us of such qualification.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our principal corporate offices are located at 50 Rockefeller Plaza, New York, NY 10020, and our primary international investment offices are located in London and Amsterdam. We also have office space domestically in Dallas, Texas and internationally in Shanghai. We lease all of these offices and believe these leases are suitable for our operations for the foreseeable future.

See Item 1, Business — Our Portfolio for a discussion of the properties we hold for rental operations and Part II, Item 8, Financial Statements and Supplemental Data — Schedule III — Real Estate and Accumulated Depreciation for a detailed listing of such properties.

Item 3. Legal Proceedings.

At December 31, 2012, we were not involved in any material litigation.

Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our consolidated financial position or results of operations.

Item 4. Mine Safety Disclosures.

Not applicable.

W. P. Carey 2012 10-K — 23

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Common Stock and Distributions

Our common stock is listed on the New York Stock Exchange under the ticker symbol “WPC.” At December 31, 2012 there were approximately 11,246 holders of record of our common stock. The following table shows the high and low prices per share and quarterly cash distributions declared for the past two fiscal years:

	2012 (a)						2011 (a)
					Cash						Cash
					Distributions						Distributions
Period	High		Low		Declared		High		Low		Declared
First quarter	$	49.70	$	41.28	$	0.565	$	38.00	$	29.75	$	0.512
Second quarter	48.39		39.66		0.567		41.82		34.75		0.550
Third quarter	53.85		43.25		0.650		42.72		32.76		0.560
Fourth quarter	54.70		45.94		0.660		44.71		34.50		0.563

As described in Note 12, our Senior Credit Facility contains covenants that restrict the amount of distributions that we can pay.

Stock Price Performance Graph

The graph below provides an indicator of cumulative total stockholder returns for our common stock for the period December 31, 2007 to December 31, 2012 compared with the S&P 500 Index and the FTSE NAREIT Equity REITs Index. The graph assumes a $100 investment on December 31, 2007, together with the reinvestment of all dividends.

____________

(a)Prices in the tables above relate to the prices of the Listed Shares of our predecessor through the date of the Merger and those of our common stock thereafter.

W. P. Carey 2012 10-K — 24

	At December 31,
	2007		2008		2009		2010		2011		2012
W. P. Carey Inc. (a)	$	100.00	$	75.89	$	97.86	$	118.50	$	163.92	$	219.58
S&P 500 Index	100.00		63.00		79.68		91.68		93.61		108.59
FTSE NAREIT Equity REITs Index	100.00		62.27		79.70		101.99		110.45		130.39

___________

(a)Prices in the table above relate to the prices of the Listed Shares of our predecessor through the date of the Merger and those of our common stock thereafter.

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Securities Authorized for Issuance Under Equity Compensation Plans

This information will be contained in our definitive proxy statement for the 2013 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated by reference.

Issuer Purchases of Equity Securities

The following table provides information with respect to repurchases of our common stock during the three months ended December 31, 2012:

					Maximum number (or
				Total number of shares	approximate dollar value)
				purchased as part of	of shares that may yet be
	Total number of	Average price		publicly announced	purchased under the
2012 Period	shares purchased (a)	paid per share		plans or program (a)	plans or program (a)
October	410,964	$	48.67	N/A	N/A
November	-	-		N/A	N/A
December	-	-		N/A	N/A
Total	410,964

____________

(a)These shares were repurchased pursuant to the share purchase agreement that our predecessor entered into with the Estate shareholders on July 23, 2012 (Note 4).

W. P. Carey 2012 10-K — 25

Item 6. Selected Financial Data.

The following selected financial data should be read in conjunction with the consolidated financial statements and related notes in Item 8 (in thousands, except per share data):

	Years Ended December 31,
	2012		2011		2010		2009		2008
Operating Data (a)
Revenues from continuing operations (b) (c)	$	373,995	$	327,784	$	260,645	$	217,190	$	219,525
Income from continuing operations (b) (c)	79,371		151,993		83,835		59,830		63,527
Net income	62,779		139,138		74,951		70,568		78,605
Add: Net (income) loss attributable to noncontrolling interests	(607)		1,864		314		713		950
Add: Net income attributable to redeemable noncontrolling interests	(40)		(1,923)		(1,293)		(2,258)		(1,508)
Net income attributable to W. P. Carey	62,132		139,079		73,972		69,023		78,047
Basic Earnings Per Share:
Income from continuing operations  attributable to W. P. Carey	1.65		3.76		2.08		1.46		1.60
Net income attributable to W. P. Carey	1.30		3.44		1.86		1.74		1.98
Diluted Earnings Per Share:
Income from continuing operations  attributable to W. P. Carey	1.62		3.74		2.08		1.47		1.58
Net income attributable to W. P. Carey	1.28		3.42		1.86		1.74		1.95
Cash distributions declared per share (d)	2.44		2.19		2.03		2.00		1.96
Balance Sheet Data
Net investments in real estate (e)	$	3,241,199	$	1,217,931	$	946,975	$	884,460	$	918,741
Total assets	4,609,042		1,462,623		1,172,326		1,093,336		1,111,136
Long-term obligations (f)	1,968,397		589,369		396,982		326,330		326,874
Other Information
Net cash provided by operating activities	$	80,643	$	80,116	$	86,417	$	74,544	$	63,247
Cash distributions paid	113,867		85,814		92,591		78,618		87,700
Payments of mortgage principal (g)	54,964		25,327		14,324		9,534		9,678

____________

(a)Certain prior year amounts have been reclassified from continuing operations to discontinued operations.

(b)The year ended December 31, 2012 includes the impact of the Merger, which was completed on September 28, 2012 (Note 3).

(c)The year ended December 31, 2011 includes $52.5 million of incentive, termination and subordinated disposition revenue recognized in connection with the CPA®:14/16 Merger.

(d)The year ended December 31, 2009 excludes a special distribution of $0.30 per share paid in January 2010 to shareholders of record at December 31, 2009.

(e)Net investments in real estate consists of Net investments in properties, Net investments in direct financing leases, Equity investments in real estate and the Managed REITs, Real estate under construction and Assets held for sale, as applicable.

(f)Represents non-recourse mortgages and note obligations. The year ended December 31, 2012 includes the $175.0 million Term Loan Facility (Note 12), which was drawn down in full in connection with the Merger (Note 3).

(g)Represents scheduled mortgage principal payments.

W. P. Carey 2012 10-K — 26

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to provide the reader with information that will assist in understanding our financial statements and the reasons for changes in certain key components of our financial statements from period to period. MD&A also provides the reader with our perspective on our financial position and liquidity, as well as certain other factors that may affect our future results. The discussion also provides information about the financial results of the segments of our business to provide a better understanding of how these segments and their results affect our financial condition and results of operations.

Business Overview

We provide long-term financing via sale-leaseback and build-to-suit transactions for companies worldwide and manage a global investment portfolio of 1,007 properties, including our owned portfolio. Our business operates in two segments — Real Estate Ownership and Investment Management, as described below. On September 28, 2012, as part of a plan to reorganize the business operations of W. P. Carey & Co. LLC in order to qualify as a REIT for U. S. federal income tax purposes, W. P. Carey & Co. LLC merged with and into W. P. Carey Inc., with W. P. Carey Inc. as the surviving corporation, which we refer to as the Merger. Additionally, on September 28, 2012, CPA®:15 merged with our subsidiary, with CPA®:15 surviving as our indirect wholly-owned subsidiary. As a result of both transactions, we succeeded to all of the businesses, assets and liabilities of each of W. P. Carey & Co. LLC and CPA®:15, and own all the assets previously held by, and carry on the business of each of, W. P. Carey & Co. LLC and CPA®:15. We now hold substantially all of our real estate assets, including the assets acquired from CPA®:15, in our Real Estate Ownership segment, while the activities conducted by our Investment Management segment subsidiaries are organized under TRSs (Note 3).

Real Estate Ownership — We own and invest in commercial properties in the U.S. and Europe that are then leased to companies, primarily on a triple-net lease basis, which requires the tenant to pay substantially all of the costs associated with operating and maintaining the property

We earn lease revenues from our wholly-owned and co-owned real estate investments. In addition, we generate equity income through our investments in the shares of the Managed REITs. In addition, through our special member interests in the operating partnerships of the Managed REITs, we participate in the cash flows of those REITs. Lastly, we earn other real estate revenues through our investments in self-storage facilities and hotels in the U.S.

Investment Management — We earn revenue as the advisor to the Managed REITs. For the periods presented, we acted as advisor to the following affiliated, publicly-owned, non-listed Managed REITs: CPA®:14 (through the date of the CPA®:14/16 Merger), CPA®:15 (through the date of the Merger), CPA®: 16 — Global, CPA®: 17 — Global, and CWI. Under the advisory agreements with the Managed REITs, we perform various services, including but not limited to the day-to-day management of the Managed REITs and transaction-related services. We structure and negotiate investments and debt placement transactions for the Managed REITs, for which we earn structuring revenue, and we manage their portfolios of real estate investments, for which we earn asset-based management revenue.

While we are raising funds for a Managed REIT, the REIT reimburses us for certain costs, primarily broker-dealer commissions paid on its behalf and marketing and personnel costs. The Managed REITs also reimburse us for many of our costs associated with the evaluation of transactions on their behalf that are not completed.

We also earn wholesaling fees and dealer manager fees in connection with the initial public offerings of the Managed REITs. We reimburse, or “re-allow,” all or a portion of the dealer manager fees to selected dealers in the offerings. Dealer manager fees that are not re-allowed are classified as wholesaling revenue. Wholesaling revenue earned is generally offset by underwriting costs incurred in connection with the offerings.

W. P. Carey 2012 10-K — 27

Financial Highlights

Our results for the years ended December 31, 2012 and 2011 included the following significant unusual items:

·Increased lease revenue of $61.9 million for the year ended December 31, 2012 as compared to 2011 primarily due to income generated from properties acquired in the Merger;

·Costs incurred in connection with the Merger of $31.7 million in 2012; and

·Non-recurring revenues of $52.5 million earned in 2011 in connection with providing a liquidity event for CPA®:14 stockholders, through the CPA®:14/16 Merger, in May 2011.

·Share dilution created by the issuance of 28,170,643 shares on September 28, 2012 to stockholders of CPA®: 15 in connection with the Merger.

(In thousands)

	Years Ended December 31,
	2012		2011		2010
Total revenues (excluding reimbursed costs from affiliates)	$	275,750	$	262,955	$	200,622
Net income attributable to W. P. Carey	62,132		139,079		73,972
Net cash provided by operating activities	80,643		80,116		86,417
Net cash provided by (used in) investing activities	126,466		(126,084)		(37,843)
Net cash (used in) provided by financing activities	(113,292)		10,502		(1,548)
Cash distributions paid	113,867		85,814		92,591
Supplemental financial measure:
Funds from operations - as adjusted (AFFO)	180,631		188,853		130,870

We consider the performance measures listed above, including Funds from operations — as adjusted (“AFFO”), a supplemental measure that is not defined by GAAP (“non-GAAP”), to be important measures in the evaluation of our results of operations and capital resources. We evaluate our results of operations with a primary focus on increasing and enhancing the value, quality and amount of assets under management by our Investment Management segment and the ability to generate the cash flow necessary to meet our objectives in our Real Estate Ownership segment. Results of operations by reportable segment are described below in Results of Operations. See Supplemental Financial Measures below for our definition of AFFO and a reconciliation to its most directly comparable GAAP measure.

Total revenues increased in 2012 as compared to 2011. The increase in revenues from our Real Estate Ownership segment was primarily due to revenues from the properties we acquired in the Merger in September 2012 and, to a lesser extent, from properties we purchased in May 2011 from CPA®:14 in connection with the CPA®:14/16 Merger. Revenues from our Investment Management segment decreased during the year primarily due to the incentive, termination and subordinated disposition revenue recognized in connection with providing a liquidity event for CPA®:14 stockholders through the CPA®:14/16 Merger in May 2011, while in 2012 we waived the subordinated disposition and termination fees we would have been entitled to receive from CPA®:15 upon its liquidation through the Merger pursuant to the terms of our advisory agreement with CPA®:15.

Net income attributable to W. P. Carey decreased in 2012 as compared to 2011. Results from operations in our Real Estate Ownership segment were lower during the current year as compared to 2011, primarily due to costs incurred in connection with the Merger. Results from operations in our Investment Management segment decreased during the current year primarily due to the incentive, termination and subordinated disposition revenue recognized in connection with the CPA®:14/16 Merger in 2011 that we did not receive in connection with the Merger in 2012.

Cash flow from operating activities increased slightly during 2012 as compared to 2011. Operating cash flows generated by the properties acquired in the Merger was substantially offset by the subordinated disposition revenue received from CPA®:14 upon completion of the CPA®:14/16 Merger in May 2011 that we did not receive in connection with the Merger in 2012.

W. P. Carey 2012 10-K — 28

Our annualized cash distribution increased to $2.64 per share for the year ended December 31, 2012, from $2.25 per share in 2011. The increase primarily reflects earnings generated from growth in our owned real estate portfolio and our increased ownership in, and our participation in the cash flows of, CPA®:16 — Global as a result of the CPA®:14/16 Merger, as well as the additional income anticipated to result from the Merger.

Our AFFO supplemental measure decreased in 2012 as compared to 2011, primarily due to the incentive, termination and subordinated disposition income recognized in connection with the CPA®:14/16 Merger in 2011 that we did not receive in connection with the Merger in 2012. Asset Management revenue decreased in 2012 because performance fees were no longer received from CPA®:14 after the CPA®:14/16 Merger, or from CPA®:16 — Global after the CPA®:16 — Global UPREIT Reorganization, both of which occurred in May 2011 (Note 4), and because asset management fees and performance fees are no longer being received from CPA®:15 after the Merger in September 2012. These decreases were partially offset by an increase in AFFO in our Real Estate Ownership segment in 2012 primarily as a result of income earned from the properties we purchased from CPA®:14 in 2011 in connection with the CPA®:14/16 Merger and those we acquired from CPA®:15 in the Merger as well as income generated from our equity interests in the ManagedREITs, including our $121.0 million incremental investment in CPA®:16 — Global in connection with the CPA®:14/16 Merger.

How We Evaluate Results of Operations

We evaluate our results of operations with a primary focus on increasing and enhancing the value, quality and amount of assets under management by our Investment Management segment and seeking to increase value in our Real Estate Ownership segment. We focus our efforts on improving underperforming assets through re-leasing efforts, including negotiation of lease renewals, or selectively selling assets in order to increase value in our real estate portfolio. The ability to increase assets under management by structuring investments on behalf of the Managed REITs is affected, among other things, by the Managed REITs’ ability to raise capital and our ability to identify and enter into appropriate investments and financing.

Our evaluation of operating results includes our ability to generate necessary cash flow in order to fund distributions to our stockholders. As a result, our assessment of operating results gives less emphasis to the effects of unrealized gains and losses, which may cause fluctuations in net income for comparable periods but have no impact on cash flows, and to other non-cash charges such as depreciation and impairment charges. We do not consider unrealized gains and losses resulting from short-term foreign currency fluctuations when evaluating our ability to fund distributions. Our evaluation of our potential for generating cash flow includes an assessment of the long-term sustainability of both our real estate portfolio and the assets we manage on behalf of the Managed REITs.

We consider cash flows from operating activities, cash flows from investing activities, cash flows from financing activities and certain non-GAAP performance metrics to be important measures in the evaluation of our results of operations, liquidity and capital resources. Cash flows from operating activities are sourced primarily by revenues earned from structuring investments and providing asset-based management services on behalf of the Managed REITs and long-term lease contracts from our real estate ownership. Our evaluation of the amount and expected fluctuation of cash flows from operating activities is essential in evaluating our ability to fund operating expenses, service debt and fund distributions to stockholders.

We focus on measures of cash flows from investing activities and cash flows from financing activities in our evaluation of our capital resources. Investing activities typically consist of the acquisition or disposition of investments in real property and the funding of capital expenditures with respect to real properties. Financing activities primarily consist of the payment of distributions to stockholders, borrowings and repayments under our lines of credit and the payment of mortgage principal amortization.

W. P. Carey 2012 10-K — 29

Results of Operations

We evaluate our results of operations by our two primary reportable segments — Real Estate Ownership and Investment Management. Effective January 1, 2011, we include our equity investments in the Managed REITs in our Real Estate Ownership segment. The equity income or loss from the Managed REITs that is now included in our Real Estate Ownership segment represents our proportionate share of the revenue less expenses of the net-leased properties held by the Managed REITs. This treatment is consistent with that of our directly-owned properties. Results for 2010 have been reclassified to conform to the current period presentation.

Effective April 1, 2012, we include cash distributions and deferred revenue received and earned from the operating partnerships of CPA®:16 – Global, CPA®:17 – Global and CWI in our Real Estate Ownership segment. Results for 2011 and 2010 have been reclassified to conform to the current period presentation. A summary of comparative results of these business segments is as follows:

Real Estate Ownership(in thousands)

	Years Ended December 31,
	2012		2011		Change		2011		2010		Change
Revenues
Lease revenues:
Rental income	$	108,707	$	52,360	$	56,347	$	52,360	$	41,940	$	10,420
Interest income from direct financing leases	15,796		10,278		5,518		10,278		9,542		736
Total lease revenues	124,503		62,638		61,865		62,638		51,482		11,156
Other real estate income	26,312		22,499		3,813		22,499		17,273		5,226
	150,815		85,137		65,678		85,137		68,755		16,382
Operating Expenses
Depreciation and amortization	(45,046)		(20,883)		(24,163)		(20,883)		(13,657)		(7,226)
Property expenses	(13,041)		(10,145)		(2,896)		(10,145)		(8,009)		(2,136)
General and administrative	(39,748)		(4,454)		(35,294)		(4,454)		(4,419)		(35)
Other real estate expenses	(9,850)		(10,784)		934		(10,784)		(8,121)		(2,663)
Impairment charges	(10,467)		1,365		(11,832)		1,365		(1,140)		2,505
	(118,152)		(44,901)		(73,251)		(44,901)		(35,346)		(9,555)
Other Income and Expenses
Other interest income	311		91		220		91		124		(33)
Income from equity investments in real estate and the Managed REITs	62,392		51,228		11,164		51,228		30,992		20,236
Gain on change in control of interests	20,744		27,859		(7,115)		27,859		781		27,078
Other income and (expenses)	3,207		4,412		(1,205)		4,412		292		4,120
Interest expense	(50,573)		(21,770)		(28,803)		(21,770)		(15,636)		(6,134)
	36,081		61,820		(25,739)		61,820		16,553		45,267
Income from continuing operations before income taxes	68,744		102,056		(33,312)		102,056		49,962		52,094
Provision for income taxes	(4,012)		(2,243)		(1,769)		(2,243)		(2,154)		(89)
Income from continuing operations	64,732		99,813		(35,081)		99,813		47,808		52,005
Loss from discontinued operations	(16,592)		(12,855)		(3,737)		(12,855)		(8,884)		(3,971)
Net income from real estate ownership	48,140		86,958		(38,818)		86,958		38,924		48,034
Less: Net income attributable to noncontrolling interests	(3,245)		(678)		(2,567)		(678)		(2,058)		1,380
Net income from real estate ownership attributable to W. P. Carey	$	44,895	$	86,280	$	(41,385)	$	86,280	$	36,866	$	49,414

W. P. Carey 2012 10-K — 30

The following tables present other operating data that management finds useful in evaluating results of operations:

	As of December 31,
	2012	2011	2010
Occupancy - WPC (a)	98.7%	93.0%	89.0%
Total net-leased properties - WPC (a)	423	157	163
Total operating properties - WPC (b)	22	22	22
Total net-leased properties - Managed REITs	705	816	827
Total operating properties - Managed REITs (b)	69	49	3

	For the Years Ended December 31,
	2012		2011		2010
Financings structured - WPC ($ millions) (c)		198.8		469.8		70.3
New investments - WPC - consolidated ($ millions) (d)	24.6		-		88.6
New investments - WPC - equity investments ($ millions)	1.3		-		-
Investments structured - Managed REITs ($ millions) (e)	1,207.6		1,229.5		1,048.1
Average U. S. dollar/euro exchange rate (f)		1.2861		1.3926		1.3279
U.S. Consumer Price Index (g)	229.6		225.7		219.2

____________

(a)Amounts as of December 31, 2012 reflect 305 properties acquired from CPA®:15 in the Merger in 2012 with a total fair value of approximately $1.8 billion (Note 3). Amounts as of December 31, 2011 reflect the acquisition of the remaining interests in three properties from CPA®:14 in connection with the CPA®:14/16 Merger in May 2011 for approximately $119.4 million (Note 4).

(b)Operating properties comprise self-storage properties and hotels that are managed by third parties. WPC’s operating properties are all self-storage properties with the exception of one hotel for all periods presented.

(c)The year ended December 31, 2012 includes the $175.0 million Term Loan Facility obtained in connection with the Merger (Note 3). The year ended December 31, 2011 includes a $200.0 million increase in borrowing capacity obtained on our then-existing unsecured Line of Credit.

(d)Amount for the year ended December 31, 2012 does not include our acquisition of 52.63% ownership interest in Marcourt Investments Inc.

(e)Includes properties owned by CPA®:16 – Global and CPA®:17 – Global for all periods. Includes properties owned by CPA®:14 through the date of the CPA®:14/16 Merger in May 2011. Includes properties owned by CPA®:15 through the date of the Merger on September 28, 2012. Includes properties owned by CWI from the date of its first investment in May 2011. For loans, amount includes funding through December 31, 2012.

(f)The average conversion rate for the U.S. dollar in relation to the euro decreased during the year ended December 31, 2012 as compared to 2011 and increased during the year ended December 31, 2011 as compared to 2010, resulting in a negative impact on earnings in 2012 and a positive impact on earnings in 2011 from our euro-denominated investments.

(g)Many of our domestic lease agreements and those of the Managed REITs include contractual increases indexed to the change in the U. S. CPI.

W. P. Carey 2012 10-K — 31

The following table sets forth the net lease revenues (i.e., rental income and interest income from direct financing leases) that we earned from lease obligations through our consolidated real estate investments (in thousands):

	Years Ended December 31,
Lessee	2012		2011		2010
U-Haul Moving Partners Inc. (a) (b)	$	8,152	$	-	$	-
Federal Express Corporation (c)	7,289		4,922		275
CheckFree Holdings, Inc. (b)	5,342		5,216		5,103
OBI Group (a) (b) (d) (e)	4,925		1,050		979
Marcourt Investments Inc. (a)	4,878		-		-
The American Bottling Company (f)	4,488		4,943		4,390
Amylin Pharmaceuticals, Inc. (c)	4,361		2,908		-
Bouygues Telecom, S.A. (b) (d)	4,090		4,002		3,852
Carrefour France, SAS  (d) (g)	3,961		-		-
JP Morgan Chase Bank, N.A. (h)	3,926		3,862		3,448
Google, Inc. (formerly leased to Omnicom Group Inc.) (i)	3,887		2,173		1,518
Hellweg Die Profi-Baumarkte GmbH & Co KG (Hellweg 1) (a) (d)	3,813		-		-
Orbital Sciences Corporation  (j)	3,312		3,312		3,611
True Value Company (a) (b)	3,234		-		-
Eroski Sociedad Cooperativa (b) (d) (k)	2,989		3,235		1,710
AutoZone, Inc. (f)	2,332		2,818		2,241
Quebecor Printing, Inc.	1,986		1,936		1,916
Sybron Dental Specialties Inc.	1,979		1,596		1,816
Unisource Worldwide, Inc.	1,926		1,926		1,923
Pohjola Non-Life Insurance Company LTD (a) (d)	1,885		-		-
TietoEnator Plc (a) (b) (d)	1,858		-		-
Jarden Corp.	1,720		1,614		1,614
Eagle Hardware & Garden, a subsidiary of Lowe’s Companies	1,587		1,492		1,568
Sprint Spectrum, L.P.	1,555		1,486		1,425
BE Aerospace, Inc.	1,534		1,580		1,580
Police Prefecture, French Government (a) (b) (d)	1,405		-		-
Foster Wheeler AG  (a)	1,244		-		-
Enviro Works, Inc.	1,203		1,216		1,255
Other (b) (d) (l)	33,642		11,351		11,258
	$	124,503	$	62,638	$	51,482

____________

(a)We acquired this investment from CPA®:15 in the Merger (Note 3).

(b)These revenues are generated in consolidated investments, generally with our affiliates, and on a combined basis include lease revenues applicable to noncontrolling interests totaling $11.6 million, $2.6 million and $3.8 million for the years ended December 31, 2012, 2011 and 2010, respectively.

(c)In connection with the CPA®:14/16 Merger, we purchased the remaining interest in this investment from CPA®:14 in May 2011 (Note 4). Subsequent to the acquisition, we consolidate this investment. We had previously accounted for this investment under the equity method.

(d)We acquired an additional interest in this investment from CPA®:15 in the Merger.

(e)Amounts are subject to fluctuations in foreign currency exchange rates. The average conversion rate for the U.S. dollar in relation to the euro during the year ended December 31, 2012 decreased by approximately 7.6% in comparison to 2011 and increased by approximately 4.9% during the year ended December 31, 2011 as compared to 2010, resulting in a negative impact on lease revenues in 2012 and a positive impact on lease revenues in 2011 for our euro-denominated investments. The increase was due to a lease restructuring in the second quarter of 2012.

(f)The increase in 2011 was due to an out-of-period adjustment (Note 2).

(g)In the Merger, we acquired the remaining interest in this investment from CPA®:15. Subsequent to the acquisition, we consolidated this investment. We had previously accounted for this investment under the equity method.

W. P. Carey 2012 10-K — 32

(h)We acquired this investment in February 2010.

(i)In November 2011, we and the tenant completed the renovation at this facility, at which time we started to recognize deferred rental income on the tenant-funded portion of the renovation.

(j)We completed an expansion at this facility in January 2010, at which time we recognized deferred rental income of $0.3 million.

(k)We acquired this investment in June 2010.

(l)The increase in 2012 primarily relates to the investments obtained in the CPA®:15 Merger, which accounts for $21.6 million of the 2012 total.

We recognize income from equity investments in real estate, of which lease revenues are a significant component. The following table sets forth the net lease revenues earned by these investments from both continuing and discontinued operations. Amounts provided are the total amounts attributable to the investments and do not represent our proportionate share (dollars in thousands):

	Ownership Interest	Years Ended December 31,
Lessee	at December 31, 2012	2012		2011		2010
Hellweg Die Profi-Baumarkte GmbH & Co. KG (“Hellweg 2”) (a) (b)	45%	$	34,518	$	-	$	-
The New York Times Company	18%	27,588		27,796		26,768
Carrefour France, SAS (a) (c)	100%	13,359		20,228		19,618
Schuler A.G. (a)	67%	6,288		6,555		6,208
U. S. Airways Group, Inc.	75%	4,400		4,421		4,421
C1000 Logistiek Vastgoed B. V. (a) (b)	15%	3,640		-		-
Advanced Micro Devices (b)	33%	2,986		-		-
Hologic, Inc.	(c)	2,862		3,623		3,528
Consolidated Systems, Inc.	60%	1,847		1,933		1,831
Médica – France, S.A. (a)	(d)	1,753		6,789		6,447
Symphony IRI Group, Inc. (e)	(c)	1,632		2,182		4,164
The Talaria Company (Hinckley) (b)	30%	1,278		-		-
Childtime Childcare, Inc.	(c)	931		1,258		1,303
Del Monte Corporation (b)	50%	882		-		-
Waldaschaff Automotive GmbH and Wagon Automotive Nagold GmbH (a) (b)	33%	808		-		-
PETsMart, Inc. (b)	30%	563		-		-
SaarOTEC (a) (b)	50%	536		-		-
Builders FirstSource, Inc. (b)	40%	341		-		-
Wanbishi Archives Co. Ltd (f) (g)	3%	279
The Upper Deck Company (b)	50%	-		-		-
Federal Express Corporation	(h)	-		2,391		7,121
Amylin Pharmaceuticals, Inc.	(h)	-		1,342		4,027
The Retail Distribution Group	(i)	-		-		206
		$	106,491	$	78,518	$	85,642

____________

(a)Amounts are subject to fluctuations in foreign currency exchange rates. The average conversion rate for the U.S. dollar in relation to the euro during the year ended December 31, 2012 decreased by approximately 7.6% in comparison to 2011 and increased by approximately 4.9% during the year ended December 31, 2011 as compared to 2010, resulting in a negative impact on lease revenues in 2012 and a positive impact on lease revenues in 2011 for our euro-denominated investments.

(b)We acquired our interest in this investment from CPA®:15 in the Merger (Note 3).

(c)In connection with the Merger, we purchased the remaining interest in this investment from CPA®:15. Subsequent to the Merger, we own 100% and consolidate this investment (Note 3).

(d)In April 2012, this jointly-owned entity sold its interests in the investment. Results of operations for this investment were classified as a discontinued operation by the entity that holds the controlling interest for all periods presented.

(e)In June 2011, this jointly-owned entity sold one of its properties and distributed the proceeds to the investment’s partners.

(f)Dollar amounts shown are based on the exchange rate of the Japanese yen at December 31, 2012.

(g)We acquired our interest in this investment in December 2012.

W. P. Carey 2012 10-K — 33

(h)In the CPA®:14/16 Merger, we acquired the remaining interest in this investment from CPA®:14 (Note 4). Subsequent to the acquisition, we consolidate this investment.

(i)In March 2010, the jointly-owned entity completed the sale of this property, and as a result, we have no further economic interest in this venture.

Lease Revenues

As of December 31, 2012, 70% of our net leases, based on annualized contractual minimum base rent, provide for adjustments based on formulas indexed to changes in the CPI, or other similar indices for the jurisdiction in which the property is located, some of which have caps and/or floors. In addition, 23% of our net leases on that same basis have fixed rent adjustments, which contractual minimum base rent is scheduled to increase by an average of 4% in the next 12 months. We own international investments and, therefore, lease revenues from these investments are subject to fluctuations in exchange rate movements in foreign currencies.

During the year ended December 31, 2012, we signed 22 leases totaling approximately 2.0 million square feet of leased space. Of these leases, three were with new tenants and 19 were lease renewals or extensions with existing tenants. The average new rent for these leases was $7.37 per square foot and the average former rent was $8.80 per square foot, reflecting current market conditions. We provided tenant improvement allowances and other incentives totaling $3.0 million on two of these leases. In addition, through the Merger, we acquired properties with 76 tenants with an average remaining lease term of 9.7 years.  In 2011, CPA®:15 recorded lease revenues of $242.2 million.

During the year ended December 31, 2011, we signed 20 leases, totaling approximately 0.9 million square feet of leased space. Of these leases, there were two new tenants and there were 18 lease renewals or short-term extensions with existing tenants. Under the 20 leases, the average new rent was $9.75 per square foot, and the average former rent was $9.06 per square foot. Five of the 22 tenants had tenant improvement allowances or concessions totaling approximately $6.9 million, of which $6.4 million related to a lease of a repositioned asset to a tenant.

2012 vs. 2011— For the year ended December 31, 2012 as compared to 2011, lease revenues increased by $61.9 million, primarily due to the properties we acquired from CPA®:15 in the Merger in 2012 and from CPA®:14 in connection with the CPA®:14/16 Merger, which contributed to increases in lease revenues of $57.3 million and $3.8 million, respectively, in 2012.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, lease revenues increased by $11.2 million, primarily due to $9.4 million of lease revenues generated from new investments we entered into during 2010 and 2011, including the properties we purchased in May 2011 from CPA®:14 in connection with the CPA®:14/16 Merger (Note 4). In addition, lease revenues increased by $0.9 million as a result of an out-of-period adjustment recorded in the fourth quarter of 2011 (Note 2) and $0.8 million as a result of scheduled rent increases at several properties. These increases were partially offset by the impact of tenant activity, including lease restructurings, lease expirations and property sales, which resulted in a reduction to lease revenues of $1.0 million.

Other Real Estate Income

Other real estate income generally consists of revenue from Carey Storage Management LLC (“Carey Storage”), a subsidiary that holds investments in domestic self-storage properties, and Livho Inc. (“Livho”), a subsidiary that operates a hotel under a franchise agreement in Livonia, Michigan. Other real estate income also includes lease termination payments and other non-rent related revenues from real estate ownership.

2012 vs. 2011— For the year ended December 31, 2012 as compared to 2011, other real estate income increased by $3.8 million primarily due to $1.8 million of income related to certain properties we acquired from CPA®:15 in the Merger, bankruptcy and easement proceeds of $0.8 million related to two of our tenants and increased revenue from our Livho and Carey Storage subsidiaries totaling $1.4 million. The increase in income from Carey Storage was primarily a result of higher rental income and the increase in income from Livho was primarily due to increased occupancy rates in 2012.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, other real estate income increased by $5.2 million, primarily due to an increase of $3.2 million in income generated from the eight self-storage properties acquired during the third quarter of 2010 and an increase in reimbursable tenant costs of $1.9 million. Reimbursable tenant costs are recorded as both revenue and expenses and therefore have no net impact on our results of operations.

W. P. Carey 2012 10-K — 34

Depreciation and Amortization

2012 vs. 2011— For the year ended December 31, 2012 as compared to 2011, depreciation and amortization increased by $24.2 million primarily due to increases totaling $22.8 million related to the properties we acquired in the Merger.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, depreciation and amortization increased by $7.2 million. Depreciation and amortization increased by $5.6 million as a result of our 2011 and 2010 investment activity, including $4.7 million attributable to the properties we purchased from CPA®:14 in May 2011 (Note 5). In addition, depreciation and amortization increased by $2.2 million as a result of an out-of-period adjustment recorded in the fourth quarter of 2011 (Note 2). These increases were partially offset by a decrease in amortization of $0.6 million as a result of certain lease intangible assets becoming fully amortized in 2010.

Property Expenses

2012 vs. 2011— For the year ended December 31, 2012 as compared to 2011, property expenses increased by $2.9 million, of which $2.8 million related to properties we acquired in the Merger from CPA®:15.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, property expenses increased by $2.1 million, primarily due to an increase in reimbursable tenant costs of $1.9 million and a $0.6 million performance fee paid to a third-party manager on a foreign property as a result of meeting its performance criteria.

General and Administrative

2012 vs. 2011— For the year ended December 31, 2012 as compared to 2011, general and administrative expenses increased by $35.3 million primarily due to costs incurred in connection with the Merger of $31.7 million.

Other Real Estate Expenses

Other real estate expenses generally consist of operating expenses related to Carey Storage and Livho as described in “Other Real Estate Income” above.

2012 vs. 2011— For the year ended December 31, 2012 as compared to 2011, other real estate expenses decreased by $0.9 million, due to a $0.9 million overall decrease in general operating expenses in Livho and our self-storage properties.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, other real estate expenses increased by $2.7 million, primarily due to an increase of $1.8 million in operating expenses as a result of the acquisition of eight self-storage properties during 2010. In addition, operating expenses from Livho increased by $0.9 million in 2011 as compared to 2010.

Impairment Charges

Our impairment charges are more fully described in Note 11. Impairment charges related to our continuing real estate ownership operations were as follows (in thousands):

	Years Ended December 31,
Lessee	2012		2011		2010		Triggering Event
Livho	$	10,467	$	-	$	-	Decrease in fair value and estimated holding period
The American Bottling Company	-		(868)		-		Decline in unguaranteed residual value of properties
Others	-		(497)		1,140		Tenants not renewing leases or vacated; anticipated sales; and decline in unguaranteed residual value of properties
Total	$	10,467	$	(1,365)	$	1,140

See Income from Equity Investments in Real Estate and the Managed REITs and Loss from Discontinued Operations below for additional impairment charges incurred.

W. P. Carey 2012 10-K — 35

Income from Equity Investments in Real Estate and the Managed REITs

Income from equity investments in real estate and the Managed REITs represents our proportionate share of net income or loss (revenue less expenses) from our interests in unconsolidated real estate investments and our investments in the Managed REITs. In addition, we are entitled to receive distributions of Available Cash from the operating partnerships of CPA®:17 – Global, CWI and, subsequent to the CPA®:14/16 Merger and related CPA®:16 – Global UPREIT Reorganization (Note 4), CPA®:16 – Global. Subsequent to the CPA®:16 – Global UPREIT Reorganization, we also recognize amortization of deferred revenue related to our special member interest in CPA®:16 – Global’s operating partnership. The net income of the Managed REITs fluctuates based on the timing of transactions, such as new leases and property sales, as well as the level of impairment charges.

2012 vs. 2011— For the year ended December 31, 2012 as compared to 2011, income from equity investments in real estate increased by $11.2 million, primarily due to (i) a $14.5 million increase in distributions of Available Cash received and earned and a $2.8 million increase in deferred revenue earned, from the operating partnership of CPA®:17 – Global as a result of new investments CPA®:17 – Global entered into during 2012 and 2011, and the operating partnership of CPA®:16 – Global due to the new fee arrangement with CPA®:16 – Global resulting from the CPA®:16 – Global UPREIT Reorganization in May 2011 (Note 4); (ii)  our $15.1 million share of the net gain recognized by a jointly-owned entity upon selling its equity shares in the Médica investment in the second quarter of 2012; and (iii) a $1.2 million increase in equity income as a result of new equity investments we acquired from CPA®:15 through the Merger. These increases were partially offset by (i) other-than-temporary impairment charges of $9.9 million recorded during 2012 on our special membership interest in CPA®:16 – Global’s operating partnership to reduce the carrying value of our interest in the operating partnership to its estimated fair value (Note 7), (ii) our $7.4 million share of the net gains recognized in the second quarter of 2011 by CPA®:14 related to the sale of certain of its assets to us, CPA®:17 – Global and third parties in connection with the CPA®:14/16 Merger (Note 4); and (iii) our $5.0 million share of a bargain purchase gain recognized by CPA®:16 – Global during the 2011 period because the fair value of CPA®:14 exceeded the consideration paid in the CPA®:14/16 Merger;.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, income from equity investments in real estate increased by $20.2 million, primarily due to a $11.1 million increase in distributions of Available Cash received and earned and a $5.7 million increase in deferred revenue earned, from the operating partnership CPA®:17 – Global as a result of new investments CPA®:17 – Global entered into during 2011 and the operating partnership of CPA®:16 – Global due to the new fee arrangement with CPA®:16 – Global resulting from the CPA®:16 – Global UPREIT Reorganization in May 2011 (Note 4); and an increase in equity income from the ManagedREITs totaling $6.4 million. Results of operations from theManaged REITs during 2011 included the following gains and expenses: net gains of $78.8 million from the CPA®:14/16 Merger, of which our share was approximately $7.4 million; a bargain purchase gain for CPA®:16 – Global of $28.7 million because the fair value of CPA®:14 exceeded the CPA®:14/16 Merger consideration, of which our share was approximately $5.0 million; a net gain of $33.5 million on the sales of several properties and the extinguishment of several related mortgage loans, of which our share was approximately $3.7 million; impairment charges totaling $61.7 million, of which our share was approximately $7.8 million; and $13.6 million of expenses incurred in connection with the CPA®:14/16 Merger, of which our share was approximately $2.4 million. Equity income from the Managed REITs also increased by approximately $4.1 million in 2011 as a result of our $121.0 million incremental investment in CPA®:16 – Global in connection with the CPA®:14/16 Merger. Results of operations for the Managed REITs during 2010 included the following gains and charges: net gains on extinguishment of a mortgage loan and deconsolidation of three subsidiaries totaling $44.0 million, of which our share was approximately $5.6 million; and impairment charges totaling $40.7 million, of which our share was approximately $3.0 million. In addition, we recognized an other-than-temporary impairment charge of $1.4 million on the Schuler investment in 2010. These increases in equity income were partially offset by decreases of $2.5 million as a result of the net gains recognized by the Retail Distribution investment in connection with the sale of its property in March 2010 and $1.7 million related to the Symphony IRI investment reflecting our share of its $8.6 million impairment charge and an other-than-temporary impairment charge recognized by us in 2011 to reflect the decline in fair value of our interest in the investment.

Gain on Change in Control of Interests

In connection with the Merger in September 2012, we acquired additional interests in five investments from CPA®:15, which we had previously accounted for under the equity method, and we adjusted the carrying value of our previously held interest in shares of CPA®:15 common stock to its estimated fair market value. In connection with our acquisition of these investments, we recognized a net gain of $20.7 million during the year ended December 31, 2012 in order to adjust the carrying value of previously-held equity interests in these investments to their estimated fair values (Note 3).

In May 2011, we purchased the remaining interests in the Federal Express and Amylin investments from CPA®:14, which we had previously accounted for under the equity method. In connection with our purchase of these properties, we recognized a net gain of $27.9 million during the year ended December 31, 2011 to adjust the carrying value of our existing interests in these investments to their estimated fair values.

W. P. Carey 2012 10-K — 36

Other Income and (Expenses)

Other income and (expenses) consists primarily of gains and losses on foreign currency transactions and derivative instruments, and prior to September 2010 also included the third party’s profit-sharing interest in income or losses from Carey Storage. We and certain of our foreign consolidated subsidiaries have intercompany debt and/or advances that are not denominated in the functional currency of those subsidiaries. When the intercompany debt or accrued interest thereon is remeasured against the functional currency of the respective subsidiaries, an unrealized gain or loss on foreign currency translation may result. For intercompany transactions that are of a long-term investment nature, the gain or loss is recognized as a cumulative translation adjustment in other comprehensive income. We also recognize gains or losses on foreign currency transactions when we repatriate cash from our foreign investments.

2012 — For the year ended December 31, 2012, other income was $3.2 million, comprised of a net gain of $2.5 million recorded on the disposals of three parcels of land, a net realized and unrealized gain of $0.5 million on foreign currency transactions and a $0.4 million gain on derivatives acquired in the Merger in 2012.

2011 — For the year ended December 31, 2011, other income was $4.4 million. In connection with the CPA®:14/16 Merger, we agreed to receive shares of CPA®:16 – Global in respect of our shares of CPA®:14. As a result, during 2011, we recognized a gain of $2.8 million on the conversion of our shares of CPA®:14 to shares of CPA®:16 – Global to reflect the carrying value of our investment at its estimated fair value. In addition, we recognized a gain of $1.0 million on the conversion of our termination revenue to shares of CPA®:14 because the fair value of the shares received exceeded the termination revenue. Other income during 2011 also included a net gain of $0.6 million as a result of exercising certain warrants granted to us by lessees.

2010 — For the year ended December 31, 2010, other income was $0.3 million, primarily due to a net loss of $0.8 million attributable to the noncontrolling interest in Carey Storage, partially offset by net realized and unrealized foreign currency transaction losses of $0.5 million.

Interest Expense

2012 vs. 2011— For the year ended December 31, 2012 as compared to 2011, interest expense increased by $28.8 million. Interest expense increased by $21.0 million and $1.7 million as a result of mortgages assumed in our acquisition of properties from CPA®:15 and from CPA®:14 in connection with the Merger in and the CPA®:14/16 Merger, respectively. In addition, interest expense on our Senior Credit Facility increased by $5.5 million as a result of the amortization of financing costs incurred in connection with obtaining the facility in December 2011, as well as a higher average outstanding balance and a higher average interest rate on the Revolver in 2012, compared to those under our prior lines of credit in 2011 (Note 12).

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, interest expense increased by $6.1 million, primarily as a result of mortgages assumed in connection with the acquisition of properties from CPA®:14 in May 2011(Note 5) and mortgage financing obtained in connection with our investment activities during 2011 and 2010, which resulted in increases to interest expense of $3.6 million and $1.8 million, respectively. Additionally, interest expense on our then-existing lines of credit increased by $1.0 million as a result of higher average outstanding balances in 2011 as compared to the prior year.

Loss from Discontinued Operations

Loss from discontinued operations represents the net income or loss (revenue less expenses) from the operations of properties that were sold or held for sale and a subsidiary that we deconsolidated (Note 17).

2012— For the year ended December 31, 2012, loss from discontinued operations was $16.6 million, primarily due to impairment charges of $12.5 million recorded on seven properties to reduce their carrying values to their expected selling prices (Note 11). In addition, the loss recognized during the year ended December 31, 2012 included a goodwill write-off of $3.2 million (Note 8) in connection with the sale of the properties we acquired in the Merger, a net loss on the sale of 14 other properties of $1.9 million which was offset by net gains generated from the operations of discontinued properties of $0.9 million.

2011— For the year ended December 31, 2011, loss from discontinued operations was $12.9 million, primarily due to impairment charges of $11.8 million recorded on seven properties to reduce their carrying values to their expected selling prices and a net loss on the sale of seven properties totaling $3.4 million. This loss was partially offset by a $1.0 million gain recognized during the third quarter of 2011 on the deconsolidation of a subsidiary because we ceased to exercise control over the activities that most significantly

W. P. Carey 2012 10-K — 37

impact its economic performance when a receiver took possession of the property and income generated from the operations of discontinued properties of $1.4 million.

2010 — For the year ended December 31, 2010, loss from discontinued operations was $8.9 million, primarily due to impairment charges recognized of $14.2 million. These charges were partially offset by income generated from the operations of these properties of $4.9 million and a net gain on the sales of these properties of $0.5 million.

Net Income from Real Estate Ownership Attributable to W. P. Carey

2012 vs. 2011— For the year ended December 31, 2012 as compared to 2011, the resulting net income from real estate ownership attributable to W. P. Carey decreased by $41.4 million.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, the resulting net income from real estate ownership attributable to W. P. Carey common stockholders increased by $49.4 million.

Funds from Operations — as Adjusted (AFFO)

2012 vs. 2011— For the year ended December 31, 2012 as compared to 2011, AFFO from Real Estate Ownership increased by $56.8 million, primarily as a result of income earned from the properties we purchased from CPA®:14 in May 2011 in connection with the CPA®:14/16 Merger and those we acquired in the Merger, as well as income generated from our equity interests in the Managed REITs, primarily as a result of our $121.0 million incremental investment in CPA®:16 – Global in connection with the CPA®:14/16 Merger. AFFO is a non-GAAP measure that we use to evaluate our business. For a definition of AFFO and reconciliation to net income attributable to W. P. Carey, see Supplemental Financial Measures below.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, AFFO from Real Estate Ownership increased by $17.7 million, primarily as a result of the new investments that we entered into during 2011 and 2010, including the properties we purchased from CPA®:14 in May 2011 in connection with the CPA®:14/16 Merger, as well as increased income generated from our equity interests in the Managed REITs primarily due to our incremental investment in CPA®:16 – Global in connection with the CPA®:14/16 Merger.

W. P. Carey 2012 10-K — 38

Investment Management(in thousands)

	Years Ended December 31,
	2012		2011		Change		2011		2010		Change
Revenues
Asset management revenue	$	56,666	$	66,808	$	(10,142)	$	66,808	$	76,246	$	(9,438)
Structuring revenue	48,355		46,831		1,524		46,831		44,525		2,306
Incentive, termination and subordinated disposition revenue	-		52,515		(52,515)		52,515		-		52,515
Wholesaling revenue	19,914		11,664		8,250		11,664		11,096		568
Reimbursed costs from affiliates	98,245		64,829		33,416		64,829		60,023		4,806
	223,180		242,647		(19,467)		242,647		191,890		50,757
Operating Expenses
General and administrative	(105,061)		(89,279)		(15,782)		(89,279)		(69,008)		(20,271)
Reimbursable costs	(98,245)		(64,829)		(33,416)		(64,829)		(60,023)		(4,806)
Depreciation and amortization	(3,744)		(3,464)		(280)		(3,464)		(4,652)		1,188
	(207,050)		(157,572)		(49,478)		(157,572)		(133,683)		(23,889)
Other Income and Expenses
Other interest income	1,085		1,910		(825)		1,910		1,145		765
Other income and (expenses)	195		166		29		166		335		(169)
	1,280		2,076		(796)		2,076		1,480		596
Income from continuing operations before income taxes	17,410		87,151		(69,741)		87,151		59,687		27,464
Provision for income taxes	(2,771)		(34,971)		32,200		(34,971)		(23,660)		(11,311)
Net income from investment management	14,639		52,180		(37,541)		52,180		36,027		16,153
Add: Net loss attributable to noncontrolling interests	2,638		2,542		96		2,542		2,372		170
Less: Net income attributable to redeemable noncontrolling interest	(40)		(1,923)		1,883		(1,923)		(1,293)		(630)
Net income from investment management attributable to W. P. Carey	$	17,237	$	52,799	$	(35,562)	$	52,799	$	37,106	$	15,693

The following tables present other operating data that management finds useful in evaluating results of operations:

	As of December 31,
	2012		2011		2010
Total properties - Managed REITs (a)	774		865		830
Assets under management ($ millions) (a)		7,870.8		9,486.1		8,624.4
Cumulative funds raised - CPA®:17 – Global offerings ($ millions) (b)	2,883.1		1,955.9		1,389.3
Cumulative funds raised - CWI offering ($ millions) (c)		159.6		47.5		-

	For the Years Ended December 31,
	2012		2011		2010
Financings structured - Managed REITs ($ millions)		669.5		387.8		647.7
Consolidated investments structured - Managed REITs ($ millions)	1,240.3		944.9		1,039.7
Equity investments structured - Managed REITs ($ millions)	32.6		284.6		8.4
Funds raised - CPA®:17 – Global offerings ($ millions) (b)	927.3		584.5		591.8
Funds raised - CWI offering ($ millions) (c)	112.1		47.5		-

W. P. Carey 2012 10-K — 39

___________

(a)Includes properties owned by CPA®:16 – Global and CPA®:17 – Global for all periods. Includes properties owned by CPA®:14 through the CPA®:14/16 Merger on May 2, 2011. Includes properties owned by CPA®:15 through the date of the Merger on September 28, 2012. Includes properties owned by CWI from the date of its first investment in May 2011.

(b)Reflects funds raised in the initial offering (commenced in late December 2007) and the follow-on offering (commenced April 7, 2011).

(c)Reflects funds raised in the initial offering. The initial offering commenced on March 3, 2011 once the minimum funds were raised.

Asset Management Revenue

We earn asset management revenue from the Managed REITs and, until the Merger, performance revenue from CPA®:15, based on the value of their real estate-related and lodging-related assets under management. This asset management revenue may increase or decrease depending upon (i) increases in the Managed REITs’ asset bases as a result of new investments and; (ii) decreases in the Managed REITs’ asset bases as a result of sales of investments; and (iii) increases or decreases in the appraised value of the real estate-related and lodging-related assets in the Managed REIT investment portfolios. We previously earned performance revenue from CPA®:14 and CPA®:16 – Global through the date of the CPA®:14/16 Merger and the related CPA®:16 – Global UPREIT Reorganization. Each CPA® REIT, as applicable, met its performance criteria for all periods presented. The availability of funds for new investments is substantially dependent on our ability to raise funds for investment by the Managed REITs.

2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, asset management revenue decreased by $10.1 million. Combined asset management revenue from CPA®:14 and CPA®:16 – Global decreased by $8.5 million, primarily due to a change in our fee arrangement with CPA®:16 – Global under its umbrella partnership real estate investment trust (“UPREIT”) structure in connection with the CPA®:14/16 Merger. As discussed in Note 4, immediately after the CPA®:14/16 Merger in May 2011, our asset management revenue from CPA®:16 – Global was reduced from 1% to 0.5% of the property value of the assets under management and instead we now receive a distribution of 10% of the Available Cash of CPA®:16 – Global’s operating partnership, which we record as Income from equity investments in the Managed REITs within the Real Estate Ownership segment. Asset management revenue from CPA®:15 also decreased by $7.5 million during the year ended December 31, 2012 as a result of the Merger on September 28, 2012 and prior property sales. These decreases were partially offset by an increase in revenue of $5.5 million during the year ended December 31, 2012 from CPA®:17 – Global as a result of new investments that it entered into during 2011 and 2012.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, asset management revenue decreased by $9.4 million. Asset management decreased by $18.0 million, primarily due to recent property sales by the CPA® REITs and the change in our fee arrangement with CPA®:16 – Global under its new UPREIT structure after the CPA®:14/16 Merger. This decrease was partially offset by an increase in revenue of $8.4 million during 2011 from CPA®:17 – Global as a result of new investments that it entered into during 2010 and 2011.

Structuring Revenue

We earn structuring revenue when we structure investments and debt placement transactions for the Managed REITs. Structuring revenue is dependent on investment activity, which is subject to significant period-to-period variation.

2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, structuring revenue increased by $1.5 million. We structured real estate investments on behalf of the Managed REITs totaling approximately $1.2 billion during 2012. The increase was due to the fee rates applicable to the types of transactions structured.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, structuring revenue increased by $2.3 million, primarily due to higher investment volume in 2011, partially offset by the lower rate of structuring revenue earned on the self-storage and hotel properties acquired on behalf of the Managed REITs in 2011 as compared to the rate for long-term net lease investments as described below. Structuring revenue for 2011 included $17.7 million related to a $395.5 million transaction in Italy on behalf of CPA®:17 – Global with a capitalization rate of approximately 8.0%. Also included in the 2011 investment activity were $169.3 million of self-storage properties acquired on behalf of CPA®:17 – Global, for which we earned structuring revenue of 1.75% of total equity invested and $75.9 million of hotel properties acquired on behalf of CWI, for which we earned structuring revenue of 2.5% of the total investment cost of the properties, compared to an average of 4.5% that we generally earn for structuring long-term net lease investments on behalf of the CPA® REITs. We also waived any structuring revenue due from CPA®:16 – Global under its advisory agreement with us in connection with its acquisition of assets from CPA®:14 in the CPA®:14/16 Merger.

W. P. Carey 2012 10-K — 40

Incentive, Termination and Subordinated Disposition Revenue

Incentive, termination and subordinated disposition revenue is generally earned in connection with events in which we provide liquidity or alternatives to the Managed REITs’ stockholders. These events do not occur every year, although one occurred in each of 2011 and 2012. As described in Note 4, we waived the subordinated disposition fees that we would have been entitled to receive from CPA®:15 upon its liquidity event through the Merger pursuant to the terms of our advisory agreement with CPA®:15.

In connection with providing a liquidity event for CPA®:14 shareholders through the CPA®:14/16 Merger in May 2011, we earned termination revenue of $31.2 million and subordinated disposition revenue of $21.3 million, which we received in shares of CPA®:14 and cash, respectively. These CPA®:14 shares were subsequently converted to shares of CPA®:16 – Global in connection with the CPA®:14/16 Merger.

Wholesaling Revenue

We also earned a wholesaling fee of $0.15 per share sold in connection with CPA®:17 – Global’s initial public offering through the termination of that offering on April 7, 2011. As discussed in Note 4, we earned a dealer manager fee of up to $0.35 per share sold in connection with CPA®:17 – Global’s follow-on offering, which commenced on April 7, 2011 and terminated on January 31, 2013. We also earn a $0.30 dealer manager fee per share sold in connection with CWI’s ongoing initial public offering. We also re-allow all or a portion of the dealer manager fees to selected dealers in the offerings. Dealer manager fees that are not re-allowed are classified as wholesaling revenue. Wholesaling revenue earned is generally offset by underwriting costs incurred in connection with the offerings, which are included in General and administrative expenses.

2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, wholesaling revenue increased by $8.3 million, primarily due to increases in shares sold in connection with CPA®:17 – Global and CWI offerings in 2012 compared to the prior year.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, wholesaling revenue increased by $0.6 million, primarily due to shares sold in connection with CWI’s initial public offering, for which the issuance of shares commenced on March 3, 2011, partially offset by a decrease in the number of shares sold related to CPA®:17 – Global’s offerings.

Reimbursed and Reimbursable Costs

Reimbursed costs (revenue) from affiliates and reimbursable costs (expenses) represent costs incurred by us on behalf of the Managed REITs, consisting primarily of broker-dealer commissions and marketing and personnel costs, which are reimbursed by the Managed REITs. Revenue from reimbursed costs from affiliates is offset by corresponding charges to reimbursable costs.

2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, reimbursed and reimbursable costs increased by $33.4 million, primarily due to an increase of $30.1 million in commissions paid to broker-dealers related to the CPA®:17 – Global and CWI offerings as a result of corresponding increases in funds raised. In addition, personnel costs reimbursed by the Managed REITs increased by $3.3 million, primarily as a result of an increase in CPA®:17 – Global’s allocation base during 2012.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, reimbursed and reimbursable costs increased by $4.8 million, primarily due to $3.9 million of commissions paid to broker-dealers related to CWI’s initial public offering and a $1.7 million increase in personnel costs reimbursed by the Managed REITs primarily as a result of increased headcount in 2011.

General and Administrative

2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, general and administrative expenses increased by $15.8 million primarily due to an increase in compensation expense of $14.7 million and an increase of $5.4 million in underwriting costs related to the CPA®:17 – Global and CWI offerings. These increases were partially offset by a $5.8 million increase in cost reimbursements from the Managed REITs. Compensation costs increased $8.1 million due to an increase in stock-based compensation expense, which was primarily the result of awards issued during 2012 with higher fair values, and $4.1 million due to an increase in the number of personnel during 2012.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, general and administrative expenses increased by $20.3 million primarily due to increases in compensation-related costs of $15.0 million and professional fees of $2.9 million. Compensation-related costs were higher in 2011 due to several factors, including: an increase of $10.4 million in the amortization of stock-based compensation and an increase of $2.2 million in our expected bonus payout as a result of higher investment volumes in 2011. Stock-based compensation increased in 2011 as a result of changes in the expected vesting of performance share units (“PSUs”) granted in

W. P. Carey 2012 10-K — 41

2009 and 2010 and an increase in the number of restricted share units (“RSUs”) and PSUs awards issued to employees in 2011 in connection with entering into employment agreements with certain key employees during the year. Professional fees increased in 2011 primarily due to costs incurred in connection with exploring liquidity alternatives for certain of the CPA® REITs, including the CPA®:14/16 Merger.

Provision for Income Taxes

2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, provision for income taxes decreased by $32.2 million, primarily due to (i) a deferred tax benefit of $4.0 recorded in 2012 as a result of expenses incurred in connection with the Merger; (ii) a deferred tax benefit of $3.8 million as a result of an increase in stock-based compensation expenses; (iii) a tax saving of $2.8 as a result of eliminating asset management revenue and performance revenue received from CPA®:15 in the fourth quarter of 2012; (iv) a tax saving of $2.4 as a result of replacing the performance revenue from CPA®:16 – Global with the distribution of Available Cash in the second quarter of 2011; (v) a tax saving of $1.1 million as a result of an increase in interest expense incurred on our credit facility; and (vi) $9.3 million of income taxes incurred during 2011 as a result of the $52.5 million incentive, termination and subordinated disposition income that we recognized in connection with the CPA®:14/16 Merger.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, provision for income taxes increased by $11.3 million, primarily due to $9.3 million of income taxes incurred during 2011 described above. Provision for income taxes also increased in 2011 as a result of increased volume of investments structured on behalf of the Managed REITs.

Net Income from Investment Management Attributable to W. P. Carey

2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, the resulting net income from investment management attributable to W. P. Carey decreased by $35.6 million.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, the resulting net income from investment management attributable to W. P. Carey increased by $15.7 million.

Funds from Operations — as Adjusted (AFFO)

2012 vs. 2011 — For the year ended December 31, 2012 as compared to 2011, AFFO from our Investment Management segment decreased by $65.0 million, primarily as a result of the $52.5 million incentive, termination and subordinated disposition income recognized in connection with the CPA®:14/16 Merger in 2011, as well as performance fees for CPA®:14 and CPA®:16 – Global that were no longer received from CPA®:14 after the CPA®:14/16 Merger, or from CPA®:16 – Global after the CPA®:16 – Global UPREIT Reorganization, both of which occurred in May 2011 (Note 4), as this was replaced by the 10% distribution of Available Cash of CPA®:16 – Global’s operating partnership, which is now recorded in the Real Estate Ownership segment, and the end of asset management fees and performance fees received from CPA®:15 after the Merger in September 2012. AFFO is a non-GAAP measure that we use to evaluate our business. For a definition of AFFO and reconciliation to net income attributable to W. P. Carey, see Supplemental Financial Measures below.

2011 vs. 2010 — For the year ended December 31, 2011 as compared to 2010, AFFO from our Investment Management segment increased by $40.3 million, primarily as a result of the incentive, termination and subordinated disposition revenue that we recognized in connection with the CPA®:14/16 Merger in 2011.

Financial Condition

Sources and Uses of Cash During the Year

Our cash flows fluctuate period to period due to a number of factors, which may include, among other things, the nature and timing of receipts of transaction-related revenue, the timing of purchases and sales of real estate, the timing of the receipt of proceeds from, and the repayment of, non-recourse mortgage loans and receipt of lease revenue, the timing and characterization of distributions received from equity investments in real estate and the Managed REITs, the timing of certain payments, the receipt of the annual installment of deferred acquisition revenue and interest thereon in the first quarter from certain of the CPA® REITs, and changes in foreign currency exchange rates. Despite these fluctuations, we believe that we will generate sufficient cash from operations and from equity distributions in excess of equity income in real estate to meet our normal recurring short-term and long-term liquidity needs. We may also use existing cash resources, the proceeds of mortgage loans, unused capacity on our Revolver and the issuance of additional

W. P. Carey 2012 10-K — 42

equity securities to meet these needs. We assess our ability to access capital on an ongoing basis. Our sources and uses of cash during the year are described below.

Operating Activities

Cash flow from operating activities increased by $0.5 million during 2012 as compared to 2011. Operating cash flow generated from the properties acquired from CPA®:15 was substantially offset by Merger-related expenses paid during 2012. Also contributing to a decrease in 2012 cash flow from operating activities as compared to 2011 was the subordinated disposition revenue from CPA®:14  upon completion of the CPA®:14/16 Merger received in cash in May 2011. Additionally, increases in cash distributions received from the operating partnerships of CPA®:16 – Global and CPA®:17 – Global were substantially offset by increases in the cash portion of general and administrative expenses.

In addition to cash flow from operating activities, we may use the following sources to fund distributions to stockholders: distributions received from equity investments in excess of equity income, net contributions from noncontrolling interests, borrowings under our Senior Credit Facility and existing cash resources.

Investing Activities

Our investing activities are generally comprised of real estate-related transactions (purchases and sales) and capitalized property-related costs. During 2012, we paid $152.4 million, representing the cash portion of the Merger Consideration, to CPA®:15 stockholders and acquired $178.9 million of cash in the Merger. We also made other investments and capital expenditures of $10.1 million, including the Walgreens transaction (Note 5). Cash inflows during 2012 included $46.3 million in distributions from equity investments in real estate and the Managed REITs in excess of cumulative equity income. We also received cash proceeds of $73.2 million from the sale of 15 properties. Funds totaling $47.0 million and $37.8 million were invested in and released from, respectively, lender-held investment accounts.

Financing Activities

We repaid $30.0 million on our Revolver prior to the Merger, and we then drew down $175.0 million on our Term Loan Facility and $40.0 million on our Revolver to fund the cash portion of the Merger Consideration and Merger-related costs. After the Merger, we repaid $250.2 million on our Revolver and drew down $85.0 million. We received $45.0 million in exchange for the issuance of shares of our common stock to an institutional investor. We received $6.6 million in connection with the issuance of stock to our employees pursuant to our share incentive plan and the Employee Share Purchase Plan (“ESPP”). We paid distributions to stockholders of $113.9 million and paid distributions of $7.3 million to, offset by contributions of $3.3 million from, affiliates who hold noncontrolling interests in various entities with us. We made scheduled mortgage principal payments of $55.0 million, offset by mortgage financing proceeds of $23.8 million. We also used $45.3 million to purchase shares of our common stock from the Estate Shareholders. We recognized windfall tax benefits of $10.2 million in connection with certain employees exercising their stock options and the vesting of PSUs and RSUs during 2012, which reduced our tax liability due to taxing authorities.

W. P. Carey 2012 10-K — 43

Summary of Financing

The table below summarizes our non-recourse debt and Senior Credit Facility (dollars in thousands):

	December 31,
	2012		2011
Balance (a)
Fixed rate	$	1,322,168	$	258,886
Variable rate (b)	646,229		330,483
Total	$	1,968,397	$	589,369
Percent of Total Debt
Fixed rate	67%		44%
Variable rate (b)	33%		56%
	100%		100%
Weighted-Average Interest Rate at End of Year
Fixed rate	5.6%		5.6%
Variable rate (b) (c)	3.4%		4.6%

____________

(a)The increase relates primarily to $1.4 billion of non-recourse mortgage debt related to properties acquired in the Merger and borrowings of $175.0 million on our Term Loan Facility.

(b)Variable-rate debt at December 31, 2012 included (i) $253.0 million outstanding under our Senior Credit Facility, which includes the $175.0 million outstanding under the Term Loan Facility, (ii) $251.5 million that has been effectively converted to fixed rates through interest rate swap and cap derivative instruments and (iii) $44.5 million in mortgage loan obligations that bore interest at fixed rates but have interest rate reset features that may change the interest rates to then-prevailing market fixed rates (subject to specified caps) at certain points during their term.

(c)The decrease was primarily due to a lower interest rate on our Senior Credit Facility, which was London inter-bank offered rate (“LIBOR”) plus 2.0%, or 2.2%, at December 31, 2012, compared to a rate of 4.0% at December 31, 2011.

Cash Resources

At December 31, 2012, our cash resources consisted of the following:

·Cash and cash equivalents totaling $123.9 million. Of this amount, $61.8 million, at then-current exchange rates, was held by foreign subsidiaries, but we could be subject to restrictions or significant costs should we decide to repatriate these amounts;

·Our Revolver, with unused capacity of $365.2 million, excluding amounts reserved for outstanding letters of credit. Our lender has issued letters of credit totaling $5.4 million on our behalf in connection with certain contractual obligations, which reduce amounts that may be drawn under the facility; and

·We also had unleveraged properties that had an aggregate carrying value of $55.4 million at December 31, 2012, although there can be no assurance that we would be able to obtain financing for these properties.

Our cash resources can be used for working capital needs and other commitments and may be used for future investments. We continue to evaluate fixed-rate financing options, such as obtaining non-recourse financing on our unleveraged properties. Any financing obtained may be used for working capital objectives and/or may be used to pay down existing debt balances.

W. P. Carey 2012 10-K — 44

Senior Credit Facility

Our Senior Credit Facility is more fully described in Note 12. A summary of our Senior Credit Facility is provided below (in thousands):

	December 31, 2012				December 31, 2011
	Outstanding Balance		Maximum Available		Outstanding Balance		Maximum Available
Revolver	$	78,000	$	450,000	$	233,160	$	450,000
Term Loan Facility	175,000		175,000		-		-

In February 2012, we amended and restated our existing credit agreement to increase the maximum aggregate principal amount from $450.0 million to $625.0 million, which is comprised of a $450.0 million Revolver and a $175.0 million Term Loan Facility and, together with the Revolver, the Senior Credit Facility. The Term Loan Facility was available in a single draw for use solely to finance a portion of the Merger Consideration and related transaction costs and expenses. We drew down the full amount of the Term Loan Facility on September 28, 2012 in connection with the closing of the Merger. The Senior Credit Facility matures in December 2014, but may be extended by one year at our option, subject to the conditions provided in the Amended and Restated Credit Agreement. At our election, the principal amount available under the Senior Credit Facility may be increased by up to an additional $125.0 million, subject to the conditions provided in the Amended and Restated Credit Agreement. The Senior Credit Facility also permits (i) up to $150.0 million to be borrowed in certain currencies other than the U.S. dollar, (ii) swing line loans of up to $35.0 million, and (iii) the issuance of letters of credit in an aggregate amount not to exceed $50.0 million.

The Senior Credit Facility provides for an annual interest rate, at our election, of either (i) the Eurocurrency Rate or (ii) the Base Rate, in each case plus the Applicable Rate (each as defined in the Amended and Restated Credit Agreement). Prior to us obtaining an Investment Grade Debt Rating (as defined in the Amended and Restated Credit Agreement), the Applicable Rate on Eurocurrency Rate loans and letters of credit ranges from 1.75% to 2.50% (based on LIBOR) and the Applicable Rate on Base Rate loans ranges from 0.75% to 1.50% (based on the “prime rate”, defined in the Amended and Restated Credit Agreement as a rate of interest set by the Bank of America based upon various factors including Bank of America’s costs and desired returns). After an Investment Grade Debt Rating has been obtained, the Applicable Rate on Eurocurrency Rate loans and letters of credit ranges from 1.10% to 2.00% and the Applicable Rate on Base Rate loans ranges from 0.10% to 1.00%. Swing line loans will bear interest at the Base Rate plus the Applicable Rate then in effect. In addition, prior to obtaining an Investment Grade Debt Rating, we pay a quarterly fee ranging from 0.3% to 0.4% of the unused portion of the line of credit, depending on our leverage ratio. After an Investment Grade Debt Rating has been obtained, we will pay a facility fee ranging from 0.2% to 0.4% of the total commitment. In connection with the amendments of the credit agreement, we incurred costs of $7.0 million, which are being amortized over the remaining term of the facility.

Availability under the Senior Credit Facility is dependent upon a number of factors, including the Unencumbered Property NOI, the Unencumbered Management EBITDA and the Total Unsecured Outstanding Indebtedness (each as defined in the Amended and Restated Credit Agreement). At December 31, 2012, availability under the Senior Credit Facility was $625.0 million, of which we had drawn $253.0 million, including $175.0 million under the Term Loan which we used to pay for the cash portion of the Merger Consideration (Note 3). At December 31, 2012, we paid interest on the Senior Credit Facility at an annual interest rate consisting of LIBOR plus 2.00%. In addition, as of December 31, 2012, our lenders had issued letters of credit totaling $5.4 million on our behalf in connection with certain contractual obligations, which reduce amounts that may be drawn under the Senior Credit Facility. The Revolver is currently expected to be utilized primarily for potential new investments; repayment of existing debt and general corporate purposes as well as for repurchases of our common stock from the Estate Shareholders (Note 4).

We are required to ensure that the total Restricted Payments (as defined in the Amended and Restated Credit Agreement) made in the current quarter, when added to the total for the three preceding fiscal quarters, does not exceed the greater of (i) 95% of Adjusted Funds from Operations (as defined in the Amended and Restated Credit Agreement) and (ii) the amount of Restricted Payments required in order for us to maintain our REIT status. Restricted Payments include quarterly dividends and the total amount of shares repurchased by us, if any, in excess of $50.0 million per year. In addition to placing limitations on dividend distributions and share repurchases, the Amended and Restated Credit Agreement stipulates six financial covenants that require us to maintain certain ratios and benchmarks at the end of each quarter.

We were in compliance with all of these covenants at December 31, 2012.

W. P. Carey 2012 10-K — 45

Cash Requirements

During the next 12 months, we expect that cash payments will include paying distributions to our stockholders and to our affiliates who hold noncontrolling interests in entities we control and making scheduled mortgage loan principal payments, including mortgage balloon payments totaling $137.6 million, as well as other normal recurring operating expenses.

We expect to fund future investments, any capital expenditures on existing properties and scheduled debt maturities on non-recourse mortgage loans through cash generated from operations, the use of our cash reserves or unused amounts on our Revolver and equity or debt offerings.

On July 23, 2012, we entered into certain agreements with the Estate, as described in Note 4, including the Share Purchase Agreement, pursuant to which we remain conditionally obligated, through March 31, 2013, to purchase up to an aggregate amount of $40.0 million of our common stock pursuant to the Third Sale Option. We currently intend to draw on our Revolver to finance this Sale Option if the Estate decides to exercise it.

Off-Balance Sheet Arrangements and Contractual Obligations

The table below summarizes our debt, off-balance sheet arrangements and other contractual obligations at December 31, 2012 and the effect that these arrangements and obligations are expected to have on our liquidity and cash flow in the specified future periods (in thousands):

			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Non-recourse debt — Principal (a)	$	1,732,154	$	174,648	$	619,026	$	213,222	$	725,258
Senior Credit Facility — Principal (b)	253,000		-		253,000		-		-
Interest on borrowings (c)	426,133		92,915		136,385		85,867		110,966
Share Repurchase (d)	40,000		40,000		-		-		-
Operating and other lease commitments (e)	23,839		2,541		5,058		3,750		12,490
Property improvement commitments	7,491		7,491		-		-		-
	$	2,482,617	$	317,595	$	1,013,469	$	302,839	$	848,714

___________

(a)Excludes an unamortized discount of $16.8 million (Note 12).

(b)Our $625.0 million Senior Credit Facility is scheduled to mature in December 2014, unless extended pursuant to its terms. Amount in the table includes borrowings under our Revolver and $175.0 million outstanding under the Term Loan Facility.

(c)Interest on unhedged variable-rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding at December 31, 2012.

(d)Represents remaining commitment to repurchase our shares from the Estate at December 31, 2012 (Note 4).

(e)Operating and other lease commitments consist primarily of the future minimum rents payable on the lease for our principal offices. We are reimbursed by the Managed REITs for their share of the future minimum rents pursuant to their respective advisory agreements with us. These amounts are allocated among the entities based on gross revenues and are adjusted quarterly.

Amounts in the table above related to our foreign operations are based on the exchange rate of the local currencies at December 31, 2012, which consisted primarily of the euro. At December 31, 2012, we had no material capital lease obligations for which we were the lessee, either individually or in the aggregate.

W. P. Carey 2012 10-K — 46

Equity Method Investments

We have investments in unconsolidated investments that own single-tenant properties net leased to companies. Generally, the underlying investments are jointly-owned with our affiliates. Summarized financial information for these investments and our ownership interest in the investments at December 31, 2012 is presented below. Cash requirements with respect to our share of these debt obligations are discussed above under Cash Requirements. Summarized financial information provided represents the total amounts attributable to the investments and does not represent our proportionate share (dollars in thousands):

	Ownership Interest			Total Third-
Lessee	at December 31, 2012	Total Assets		Party Debt		Maturity Date
C1000 Logistiek Vastgoed B. V. (a) (b)	15%	$	191,368	$	93,187	3/2013
U. S. Airways Group, Inc.	75%	29,793		17,275		4/2014
The New York Times Company	18%	248,316		119,185		9/2014
Waldaschaff Automotive GmbH and Wagon Automotive Nagold GmbH (a) (b)	33%	42,953		19,415		8/2015
Del Monte Corporation (a)	50%	12,791		10,896		8/2016
Consolidated Systems, Inc.	60%	16,292		11,001		11/2016
SaarOTEC (a) (b)	50%	6,270		9,027		12/2016 & 1/2017
Hellweg Die Profi-Baumarkte GmbH & Co. KG (Hellweg 2) (a) (b)	45%	425,913		328,737		4/2017
Advanced Micro Devices (a)	67%	84,146		55,154		1/2019
PETsMart, Inc. (a)	30%	25,988		19,585		9/2021
Wanbishi Archives Co. Ltd (c)(d)	3%	50,942		30,264		3/2022
The Talaria Company (Hinckley) (a)	30%	49,976		26,870		6/2025
Builders FirstSource, Inc. (a)	40%	13,076		-		N/A
The Upper Deck Company (a)	50%	21,693		-		N/A
Schuler A.G. (b)	67%	67,058		-		N/A
		$	1,286,575	$	740,596

___________

(a)We acquired our interest in this investment in connection with the Merger (Note 3).

(b)Dollar amounts shown are based on the exchange rate of the euro at December 31, 2012.

(c)We acquired our interest in this investment in December 2012.

(d)Dollar amounts shown are based on the exchange rate of the Japanese yen at December 31, 2012.

Environmental Obligations

In connection with the purchase of many of our properties, we required the sellers to perform environmental reviews. We believe, based on the results of these reviews, that our properties were in substantial compliance with Federal, state, and foreign environmental statutes at the time the properties were acquired. However, portions of certain properties have been subject to some degree of contamination, principally in connection with leakage from underground storage tanks, surface spills or other on-site activities. In most instances where contamination has been identified, tenants are actively engaged in the remediation process and addressing identified conditions. Tenants are generally subject to environmental statutes and regulations regarding the discharge of hazardous materials and any related remediation obligations. In addition, our leases generally require tenants to indemnify us from all liabilities and losses related to the leased properties and the provisions of such indemnifications specifically address environmental matters. The leases generally include provisions that allow for periodic environmental assessments, paid for by the tenant, and allow us to extend leases until such time as a tenant has satisfied its environmental obligations. Certain of our leases allow us to require financial assurances from tenants, such as performance bonds or letters of credit, if the costs of remediating environmental conditions are, in our estimation, in excess of specified amounts. Accordingly, we believe that the ultimate resolution of environmental matters should not have a material adverse effect on our financial condition, liquidity or results of operations.

Critical Accounting Estimates

Our significant accounting policies are described in Note 2. Many of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements. On a quarterly

W. P. Carey 2012 10-K — 47

basis, we evaluate these estimates and judgments based on historical experience as well as other factors that we believe to be reasonable under the circumstances. These estimates are subject to change in the future if underlying assumptions or factors change. Certain accounting policies, while significant, may not require the use of estimates. Those accounting policies that require significant estimation and/or judgment are listed below.

Purchase Price Allocation

In connection with our acquisition of properties, we allocate the purchase price to tangible and intangible assets and liabilities acquired based on their estimated fair values. We determine the value of tangible assets, consisting of land and buildings, as if vacant, and record intangible assets, including the above- and below-market value of leases, and the value of in-place leases, at their relative estimated fair values.

Tangible Assets

We determine the value attributed to tangible assets and additional investments in equity interests by applying a discounted cash flow model that is intended to approximate both what a third party would pay to purchase the vacant property and rent at current estimated market rates at a selected capitalization rate. In applying the model, we assume that the disinterested party would sell the property at the end of an estimated market lease term. Assumptions used in the model are property-specific where this information is available; however, when certain necessary information is not available, we use available regional and property-type information. Assumptions and estimates include the following:

·a discount rate or internal rate of return;

·the marketing period necessary to put a lease in place;

·carrying costs during the marketing period;

·leasing commissions and tenant improvement allowances;

·market rents and growth factors of these rents; and

·a market lease term and a cap rate to be applied to an estimate of market rent at the end of the market lease term.

The discount rates and residual capitalization rates used to value the properties are selected based on several factors, including:

·the creditworthiness of the lessees;

·industry surveys;

·property type;

·location and age;

·current lease rates relative to market lease rates; and

·anticipated lease duration.

In the case where a tenant has a purchase option deemed to be favorable to the tenant, or the tenant has long-term renewal options at rental rates below estimated market rental rates, the appraisal assumes the exercise of such purchase option or long-term renewal options in its determination of residual value.

Where a property is deemed to have excess land, the discounted cash flow analysis includes the estimated excess land value at the assumed expiration of the lease, based upon an analysis of comparable land sales or listings in the general market area of the property grown at estimated market growth rates through the year of lease expiration.

The remaining economic life of leased assets is estimated by relying in part upon third-party appraisals of the leased assets, industry standards and based on our experience. Different estimates of remaining economic life will affect the depreciation expense that is recorded.

Intangible Assets

When we acquire properties subject to net leases, we determine the value of above-market and below-market lease intangibles based on the difference between (i) the contractual rents to be paid pursuant to the leases negotiated and in place at the time of acquisition of the properties and (ii) our estimate of fair market lease rates for the property or a similar property, both of which are measured over a period equal to the estimated lease term, which includes any renewal options with rental rates below estimated market rental rates. We discount the difference between the estimated market rent and contractual rent to a present value using an interest rate reflecting our

W. P. Carey 2012 10-K — 48

current assessment of the risk associated with the lease acquired, which includes a consideration of the credit of the lessee. Estimates of market rent are generally determined by us relying in part upon a third-party appraisal obtained in connection with the property acquisition and can include estimates of market rent increase factors, which are generally provided in the appraisal or by local real estate brokers. We measure the fair value of below-market purchase option liabilities we acquire as the excess of the present value of the fair value of the real estate over the present value of the tenant’s exercise price.

We evaluate the specific characteristics of each tenant’s lease and any pre-existing relationship with each tenant in determining the value of in-place lease intangibles. To determine the value of in-place lease intangibles, we consider the following:

·estimated market rent;

·estimated lease term including renewal options at rental rates below estimated market rental rates;

·estimated carrying costs of the property during a hypothetical expected lease-up period; and

·current market conditions and costs to execute similar leases.

Estimated carrying costs of the property include real estate taxes, insurance, other property operating costs, and estimates of lost rentals at market rates during the market participants’ expected lease-up periods, based on assessments of specific market conditions.

We determine these values using our estimates or by relying in part upon third-party appraisals conducted by independent appraisal firms.

Goodwill

In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. We allocate goodwill to the respective reporting units in which such goodwill arose.

We evaluate goodwill on an annual basis. The goodwill recorded in our Investment reporting unit is evaluated in the fourth quarter of every year. In connection with the Merger, we recorded goodwill in our Real Estate Ownership reporting unit. Prior to the Merger, there was no goodwill recorded in our Real Estate Ownership reporting unit. We will evaluate the goodwill recorded in our Real Estate Ownership reporting unit in the second quarter of every year.

Impairments

We periodically assess whether there are any indicators that the value of our long-lived assets, including goodwill, may be impaired or that their carrying value may not be recoverable. These impairment indicators include, but are not limited to, the vacancy of a property that is not subject to a lease; a lease default by a tenant that is experiencing financial difficulty; the termination of a lease by a tenant; or the rejection of a lease in a bankruptcy proceeding. We may incur impairment charges on long-lived assets, including real estate, direct financing leases, assets held for sale and equity investments in real estate. We may also incur impairment charges on marketable securities and goodwill. Estimates and judgments used when evaluating whether these assets are impaired are presented below.

Real Estate

For real estate assets that we intend to hold and use in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the future net undiscounted cash flow that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. The undiscounted cash flow analysis requires us to make our best estimate of market rents, residual values and holding periods. We estimate market rents and residual values using market information from outside sources such as broker quotes or recent comparable sales. In cases where the available market information is not deemed appropriate, we perform a future net cash flow analysis discounted for inherent risk associated with each asset to determine an estimated fair value. As our investment objective is to hold properties on a long-term basis, holding periods used in the undiscounted cash flow analysis generally range from five to ten years. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows. If the future net undiscounted cash flow of the property’s asset group is less than the carrying value, the carrying value of the property’s asset group is considered not recoverable. We then measure the impairment loss as the excess of the carrying value of the property’s asset group over its estimated fair value. The property asset group’s estimated fair value is primarily determined using market information from outside sources such as broker quotes or recent comparable sales.

W. P. Carey 2012 10-K — 49

Assets Held for Sale

We classify real estate assets that are accounted for as operating leases as held for sale when we have entered into a contract to sell the property, all material due diligence requirements have been satisfied and we believe it is probable that the disposition will occur within one year. When we classify an asset as held for sale, we carry the investment at the lower of its current carrying value or as the expected sale price, less expected selling costs. We base the expected sale price on the contract and the expected selling costs on information provided by brokers and legal counsel. We then compare the asset’s expected sales price, less expected selling costs to its carrying value, and if the expected sales price, less expected selling costs is less than the property’s carrying value, we reduce the carrying value to the expected sales price, less expected selling costs. We will continue to review the initial impairment for subsequent changes in the expected sales price, and may recognize an additional impairment charge if warranted.

Direct Financing Leases

We review our direct financing leases at least annually to determine whether there has been an other-than-temporary decline in the current estimate of residual value of the property. The residual value is our estimate of what we could realize upon the sale of the property at the end of the lease term, based on market information and third-party estimates where available. If this review indicates that a decline in residual value has occurred that is other-than-temporary, we recognize an impairment charge and revise the accounting for the direct financing lease to reflect a portion of the future cash flow from the lessee as a return of principal rather than as revenue.

When we enter into a contract to sell the real estate assets that are recorded as direct financing leases, we evaluate whether we believe it is probable that the disposition will occur. If we determine that the disposition is probable and therefore the asset’s holding period is reduced, we record an allowance for credit losses to reflect the change in the estimate of the undiscounted future rents. Accordingly, the net investment balance is written down to fair value.

Equity Investments in Real Estate and the Managed REITs

We evaluate our equity investments in real estate and in the Managed REITs on a periodic basis to determine if there are any indicators that the value of our equity investment may be impaired and to establish whether or not that impairment is other-than-temporary. To the extent impairment has occurred, we measure the charge as the excess of the carrying value of our investment over its estimated fair value, which is determined by multiplying the estimated fair value of the underlying investment’s net assets by our ownership interest percentage. For our unconsolidated jointly-owned investments in real estate, we calculate the estimated fair value of the underlying investment’s real estate or net investment in direct financing lease as described in Real Estate and Direct Financing Leases above. The fair value of the underlying investment’s debt, if any, is calculated based on market interest rates and other market information. The fair value of the underlying investment’s other financial assets and liabilities (excluding net investment in direct financing leases) have fair values that approximate their carrying values. For our investments in certain Managed REITs, we calculate the estimated fair value of our investment using the most recently published net asset value per share (“NAV”) of each Managed REIT, which for CPA®:17 – Global and CWI, is deemed to be their initial public offering prices.

Goodwill

We evaluate goodwill for possible impairment at least annually or upon the occurrence of a triggering event using a two-step process. To identify any impairment, we first compare the estimated fair value of each of our reporting units with their respective carrying amount, including goodwill. We calculate the estimated fair value of the Investment Management reporting unit by applying a multiple, based on comparable companies, to earnings. For the Real Estate Ownership reporting unit, we calculate its estimated fair value by applying a multiple common to the real estate industry. The selection of the comparable companies and transactions to be used in our evaluation process could have a significant impact on the fair value of our reporting units and possible impairments. If the fair value of the reporting unit exceeds its carrying amount, we do not consider goodwill to be impaired and no further analysis is required. If the carrying amount of the reporting unit exceeds its estimated fair value, we then perform the second step to determine and measure the amount of the potential impairment charge.

For the second step, we compare the implied fair value of the goodwill for each reporting unit with its respective carrying amount and record an impairment charge equal to the excess of the carrying amount over the implied fair value. We determine the implied fair value of the goodwill by allocating the estimated fair value of the reporting unit to its assets and liabilities. The excess of the estimated fair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of the goodwill.

W. P. Carey 2012 10-K — 50

We evaluate goodwill on an annual basis or upon the occurrence of a triggering event. Our annual impairment test for the goodwill recorded in our Investment reporting unit is evaluated in the fourth quarter of every year. As discussed in Note 3 in the accompanying consolidated financial statements, in connection with the Merger we recorded goodwill in our Real Estate Ownership reporting unit. Prior to the Merger, there was no goodwill recorded in our Real Estate Ownership reporting unit. We will evaluate the goodwill recorded in our Real Estate Ownership reporting unit in the second quarter of every year.

Proposed Accounting Changes

The following proposed accounting changes may potentially impact our Real Estate Ownership and Investment Management segments if the outcome has a significant influence on sale-leaseback demand in the marketplace:

The IASB and FASB have issued an Exposure Draft on a joint proposal that would dramatically transform lease accounting from the existing model. These changes would impact most companies but are particularly applicable to those that are significant users of real estate. The proposal outlines a completely new model for accounting by lessees, whereby their rights and obligations under substantially all leases, existing and new, would be capitalized and recorded on the balance sheet. For some companies, the new accounting guidance may influence whether or not, or the extent to which, they may enter into the type of sale-leaseback transactions in which we specialize. The FASB and IASB met during the third quarter of 2012 and voted to re-expose the proposed standard. A revised exposure draft for public comment is currently expected to be issued in 2013, with a final standard expected to be issued during 2014. The boards also reached decisions, which are tentative and subject to change, on a single lessor accounting model and the accounting for variable lease payments, along with several presentation and disclosure issues. As of the date of this Report, the proposed guidance has not yet been finalized, and as such we are unable to determine whether this proposal will have a material impact on our business.

Supplemental Financial Measures

In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial measures in order to facilitate meaningful comparisons between periods and among peer companies. Additionally, in the formulation of our goals and in the evaluation of the effectiveness of our strategies, we employ the use of supplemental non-GAAP measures, which are uniquely defined by our management. We believe that these measures are useful to investors to consider because they may assist them to better understand and measure the performance of our business over time and against similar companies. A description of these non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures are provided below.

Funds from Operations — as Adjusted

Funds from Operations (“FFO”) is a non-GAAP measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as net income or loss (as computed in accordance with GAAP) excluding: depreciation and amortization expense from real estate assets, impairment charges on real estate, gains or losses from sales of depreciated real estate assets and extraordinary items; however, FFO related to assets held for sale, sold or otherwise transferred and included in the results of discontinued operations are included. These adjustments also incorporate the pro rata share of unconsolidated subsidiaries. FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers. Although NAREIT has published this definition of FFO, companies often modify this definition as they seek to provide financial measures that meaningfully reflect their distinctive operations.

We modify the NAREIT computation of FFO to include other adjustments to GAAP net income to adjust for certain non-cash charges such as amortization of real estate-related intangibles, deferred income tax benefits and expenses, straight-line rents, stock compensation, gains or losses from extinguishment of debt and deconsolidation of subsidiaries and unrealized foreign currency exchange gains and losses. Additionally, we exclude expenses related to the Merger which are considered non-recurring, and realized gains/losses on foreign exchange and derivatives, which are not considered fundamental attributes of our business plan and do not affect our overall long-term operating performance. We refer to our modified definition of FFO as AFFO. We exclude these items from GAAP net income as they are not the primary drivers in our decision making process. Our assessment of our operations is focused on long-term sustainability and not on such non-cash items, which may cause short-term fluctuations in net income but have no impact on cash flows, and we therefore use AFFO as one measure of our operating performance when we formulate corporate goals, evaluate the effectiveness of our strategies, and determine executive compensation.

We believe that AFFO is a useful supplemental measure for investors to consider because it will help them to better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors. For example, impairment charges and unrealized foreign currency losses that we

W. P. Carey 2012 10-K — 51

exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations. We use our FFO and AFFO measures as supplemental financial measures of operating performance. We do not use our FFO and AFFO measures as, nor should they be considered to be, alternatives to net earnings computed under GAAP or as alternatives to cash from operating activities computed under GAAP or as indicators of our ability to fund our cash needs.

FFO and AFFO were as follows (in thousands):

	Years Ended December 31,
	2012		2011		2010
Real Estate Ownership
Net income from real estate ownership attributable to W. P. Carey (a)	$	44,895	$	86,280	$	36,866
Adjustments:
Depreciation and amortization of real property	45,982		25,324		19,022
Impairment charges	22,962		10,473		15,381
Loss (gain) on sale of real estate, net	2,676		3,391		(460)
Proportionate share of adjustments to equity in net income of partially-owned entities to arrive at FFO:
Depreciation and amortization of real property	5,545		5,257		6,477
Impairment charges	-		1,090		1,394
(Gain) loss on sale of real estate, net	(15,233)		34		(38)
Proportionate share of adjustments for noncontrolling interests to arrive at FFO	(5,504)		(1,984)		(727)
Total adjustments	56,428		43,585		41,049
FFO - as defined by NAREIT	101,323		129,865		77,915
Adjustments:
Gain on change in control of interests (b)(c)	(20,734)		(27,859)		-
Gain on deconsolidation of a subsidiary	-		(1,008)		-
Other (gains) losses, net	(2)		25		(755)
Other depreciation, amortization and non-cash charges	(1,662)		176		(1,027)
Stock-based compensation	211		220		93
Deferred tax expense	(2,745)		(3,184)		-
Realized losses on foreign currency, derivatives and other (d)	828		-		-
Amortization of deferred financing costs	1,843		-		-
Straight-line and other rent adjustments	(4,446)		(4,255)		295
Above-market rent intangible lease amortization, net (d)	7,696		-		-
Merger expenses (e)	41,338		-		-
Proportionate share of adjustments to equity in net income of partially-owned entities to arrive at AFFO:
Other depreciation, amortization and non-cash charges	624		-		25
Straight-line rent and other rent adjustments	(1,468)		(1,641)		(2,260)
Above-market rent intangible lease amortization, net	163		-		-
AFFO adjustments to equity earnings from equity investments	37,234		10,137		10,696
Proportionate share of adjustments for noncontrolling interests to arrive at AFFO	(692)		272		116
Total adjustments	58,188		(27,117)		7,183
AFFO - Real Estate Ownership	$	159,511	$	102,748	$	85,098
Investment Management
Net income from investment management attributable to W. P. Carey (a)	$	17,237	$	52,799	$	37,106
FFO - as defined by NAREIT	17,237		52,799		37,106
Adjustments:
Other depreciation, amortization and other non-cash charges	961		3,791		6,389
Stock-based compensation	25,841		17,496		6,989
Deferred tax expense	(24,055)		12,019		(4,712)
Realized gains on foreign currency, derivatives and other (d)	(61)		-		-
Amortization of deferred financing costs (d)	1,197		-		-
Total adjustments	3,883		33,306		8,666
AFFO - Investment Management	$	21,120	$	86,105	$	45,772
Total Company
FFO - as defined by NAREIT	$	118,560	$	182,664	$	115,021
AFFO	$	180,631	$	188,853	$	130,870

__________

(a)Effective April 1, 2012, we include cash distributions and deferred revenue received and earned from the operating partnerships of CPA®:16 – Global, CPA®:17 – Global and CWI in our Real Estate Ownership segment. Results of operations for the prior year periods have been reclassified to conform to the current period presentation.

W. P. Carey 2012 10-K — 52

(b)Gain on change in control of interests for the year ended December 31, 2011 represents gain recognized on purchase of the remaining interests in two investments from CPA®:14 (Note 4), which we had previously accounted for under the equity method. In connection with purchasing these properties, we recognized a net gain of $27.9 million during the year ended December 31, 2011 to adjust the carrying value of our existing interests in these investments to their estimated fair values.

(c)Gain on change in control of interests for the year ended December 31, 2012 represents a gain of $14.6 million recognized on our previously held interest in shares of CPA®:15 common stock, and a gain of $6.1 million recognized on the purchase of the remaining interests in five investments from CPA®:15, which we had previously accounted for under the equity method. We recognized a net gain of $20.7 million to adjust the carrying value of our existing interests in these investments to their estimated fair values.

(d)These adjustments were not significant prior to the Merger, therefore, they were not included in the calculation of AFFO in 2011 and 2010.

(e)Amount included $31.7 million of general and administrative expenses and $9.6 million of income tax expenses incurred in connection with the Merger.

While we believe that FFO and AFFO are important supplemental measures, they should not be considered as alternatives to net income as an indication of a company’s operating performance. These non-GAAP measures should be used in conjunction with net income as defined by GAAP. FFO and AFFO, or similarly titled measures disclosed by other real estate investment trusts, may not be comparable to our FFO and AFFO measures.

W. P. Carey 2012 10-K — 53

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates and equity prices. The primary risks to which we are exposed are interest rate risk and foreign currency exchange risk. We are also exposed to further market risk as a result of concentrations of tenants in certain industries and/or geographic regions. Adverse market factors can affect the ability of tenants in a particular industry/region to meet their respective lease obligations. In order to manage this risk, we view our collective tenant roster as a portfolio, and in our investment decisions we attempt to diversify our portfolio so that we are not overexposed to a particular industry or geographic region.

Generally, we do not use derivative instruments to hedge credit/market risks or for speculative purposes. However, from time to time, we may enter into foreign currency forward contracts to hedge our foreign currency cash flow exposures.

Interest Rate Risk

The value of our real estate and related fixed rate debt obligations is subject to fluctuations based on changes in interest rates. The value of our real estate is also subject to fluctuations based on local and regional economic conditions and changes in the creditworthiness of lessees, all of which may affect our ability to refinance property-level mortgage debt when balloon payments are scheduled. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control. An increase in interest rates would likely cause the value of our owned and managed assets to decrease, which would create lower revenues from managed assets and lower investment performance for the managed funds. Increases in interest rates may also have an impact on the credit profile of certain tenants.

We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we attempt to obtain non-recourse mortgage financing on a long-term, fixed-rate basis. However, from time to time, we or our joint investment partners may obtain variable-rate non-recourse mortgage loans and, as a result, may enter into interest rate swap agreements or interest rate cap agreements with lenders that effectively convert the variable-rate debt service obligations of the loan to a fixed rate or limit the underlying interest rate from exceeding a specified strike rate, respectively. Interest rate swaps are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flow over a specific period, and interest rate caps limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. These interest rate swaps and caps are derivative instruments designated as cash flow hedges on the forecasted interest payments on the debt obligation. The notional, or face, amount on which the swaps or caps are based is not exchanged. Our objective in using these derivatives is to limit our exposure to interest rate movements. At December 31, 2012, we estimate that the net fair value of our interest rate swaps and caps, which are included in Other assets, net and Accounts payable, accrued expenses and other liabilities in the consolidated financial statements, was in a liability position of $22.5 million.

At December 31, 2012, a significant portion (approximately 87%) of our long-term debt either bore interest at fixed rates, was swapped or capped to a fixed rate, or bore interest at fixed rates that were scheduled to convert to then-prevailing market fixed rates at certain future points during their term. The annual interest rates on our fixed-rate debt at December 31, 2012 ranged from 2.7% to 10.0%. The annual interest rates on our variable-rate debt at December 31, 2012 ranged from 1.2% to 7.6%. Our debt obligations are more fully described under Financial Condition in Item 7 above. The following table presents principal cash flows based upon expected maturity dates of our debt obligations outstanding at December 31, 2012 (in thousands):

	2013		2014		2015		2016		2017		Thereafter		Total		Fair value
Fixed-rate debt	$	138,988	$	286,304	$	229,751	$	80,194	$	116,453	$	470,478	$	1,322,168	$	1,332,881
Variable-rate debt	$	35,659	$	345,042	$	10,929	$	7,029	$	9,547	$	238,023	$	646,229	$	648,104

The estimated fair value of our fixed-rate debt and our variable-rate debt that currently bears interest at fixed rates or has effectively been converted to a fixed rate through the use of interest rate swaps or that has been subject to interest rate caps is affected by changes in interest rates. A decrease or increase in interest rates of 1% would change the estimated fair value of this debt at December 31, 2012 by an aggregate increase of $50.9 million or an aggregate decrease of $53.5 million, respectively. Annual interest expense on our unhedged variable-rate debt that does not bear interest at fixed-rates at December 31, 2012 would increase or decrease by $2.6 million for each respective 1% change in annual interest rates. As more fully described under Financial Condition — Summary of Financing in Item 7 above, a portion of the debt classified as variable-rate debt in the tables above bore interest at fixed rates at December 31,

W. P. Carey 2012 10-K — 54

2012 but has interest rate reset features that will change the fixed interest rates to then-prevailing market fixed rates at certain points during their term. Such debt is generally not subject to short-term fluctuations in interest rates.

Foreign Currency Exchange Rate Risk

We own investments in the European Union and as a result are subject to risk from the effects of exchange rate movements in various foreign currencies, primarily the euro, which may affect future costs and cash flows. We manage foreign currency exchange rate movements by generally placing both our debt obligation to the lender and the tenant’s rental obligation to us in the same currency. This reduces our overall exposure to the equity that we have invested and the equity portion of our cash flow. We are generally a net receiver of these currencies (we receive more cash than we pay out), and therefore our foreign operations benefit from a weaker U.S. dollar, and are adversely affected by a stronger U.S. dollar, relative to the foreign currency. For the year ended December 31, 2012, we recognized net realized loss and unrealized foreign currency transaction gain of $0.6 million and $1.2 million, respectively. These losses are included in Other income and (expenses) in the consolidated financial statements and were primarily due to changes in the value of the euro on accrued interest receivable on notes receivable from consolidated subsidiaries.

We enter into foreign currency forward contracts to hedge certain of our foreign currency cash flow exposures. A foreign currency forward contract is a commitment to deliver a certain amount of foreign currency at a certain price on a specific date in the future. The net estimated fair value of our foreign currency forward contracts, which are included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements, was in a net liability position of $2.1 million at December 31, 2012. We obtain non-recourse mortgage financing in the local currency in order to mitigate our exposure to changes in foreign currency exchange rates. To the extent that currency fluctuations increase or decrease rental revenues as translated to U.S. dollars, the change in debt service, as translated to U.S. dollars, will partially offset the effect of fluctuations in revenue and, to some extent, mitigate the risk from changes in foreign currency exchange rates.

Scheduled future minimum rents, exclusive of renewals, under non-cancelable operating leases, for our consolidated foreign operations as of December 31, 2012, during each of the next five years and thereafter, are as follows (in thousands):

Lease Revenues (a)	2013		2014		2015		2016		2017		Thereafter		Total
Euro	$	83,329	$	83,379	$	70,642	$	58,139	$	48,726	$	367,485	$	711,700
British pound sterling	1,440		1,575		1,575		1,575		1,575		31,794		39,534
	$	84,769	$	84,954	$	72,217	$	59,714	$	50,301	$	399,279	$	751,234

Scheduled debt service payments (principal and interest) for mortgage notes payable for our consolidated foreign operations as of December 31, 2012 during each of the next five years and thereafter, are as follows (in thousands):

Debt service(a) (b)	2013		2014		2015		2016		2017		Thereafter		Total
Euro (c)	$	72,065	$	191,167	$	177,617	$	27,715	$	13,699	$	221,847	$	704,110
British pound sterling (d)	752		824		11,065		-		-		-		12,641
	$	72,817	$	191,991	$	188,682	$	27,715	$	13,699	$	221,847	$	716,751

__________

(a)Amounts are based on the applicable exchange rates at December 31, 2012. Contractual rents and debt obligations are denominated in the functional currency of the country of each property.

(b)Interest on unhedged variable-rate debt obligations was calculated using the applicable annual interest rates and balances outstanding at December 31, 2012.

(c)We estimate that for a 1% increase or decrease in the exchange rate between the euro and the U.S. dollar, there would be a corresponding change in the projected property level cash flow at December 31, 2012 of $0.1 million.

(d)We estimate that for a 1% increase or decrease in the exchange rate between the British pound sterling and the U.S. dollar, there would be a corresponding change the projected property level cash flow at December 31, 2012 of $0.3 million.

As a result of scheduled balloon payments on our international non-recourse mortgage loans, projected debt service obligations exceed projected lease revenues in 2014 and 2015. In 2014 and 2015, balloon payments totaling $147.8 million and $164.1 million, respectively, are due in each year on five non-recourse mortgage loans that are collateralized by properties that we own with affiliates. We currently anticipate that, by their respective due dates, we will have refinanced certain of these loans, but there can be no assurance that we will be able to do so on favorable terms, if at all. If that has not occurred, we would expect to use our cash resources, including unused capacity on our Revolver, to make these payments, if necessary.

W. P. Carey 2012 10-K — 55

Item 8. Financial Statements and Supplementary Data.

The following financial statements and schedule are filed as a part of this Report:	Page No.
Report of Independent Registered Public Accounting Firm	57
Consolidated Balance Sheets	58
Consolidated Statements of Income	59
Consolidated Statements of Comprehensive Income	60
Consolidated Statements of Equity	61
Consolidated Statements of Cash Flows	63
Notes to Consolidated Financial Statements	66
Schedule II — Valuation and Qualifying Accounts	119
Schedule III — Real Estate and Accumulated Depreciation	120
Notes to Schedule III	127

Financial statement schedules other than those listed above are omitted because the required information is given in the financial statements, including the notes thereto, or because the conditions requiring their filing do not exist.

W. P. Carey 2012 10-K — 56

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of W. P. Carey Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of W. P. Carey Inc. and its subsidiaries at December 31, 2012 and December 31, 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 26, 2013

W. P. Carey 2012 10-K — 57

W. P. CAREY INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	December 31,
	2012		2011
Assets
Investments in real estate:
Real estate, at cost (inclusive of amounts attributable to consolidated variable interest entities (“VIEs”) of $78,745 and $41,032, respectively)	$	2,331,613	$	646,482
Operating real estate, at cost (inclusive of amounts attributable to consolidated VIEs of $0 and $26,318, respectively)	99,703		109,875
Accumulated depreciation (inclusive of amounts attributable to consolidated VIEs of $16,110 and $22,350, respectively)	(136,068)		(135,175)
Net investments in properties	2,295,248		621,182
Real estate under construction	2,875		-
Net investments in direct financing leases (inclusive of amounts attributable to consolidated VIEs of $23,921 and $0, respectively)	376,005		58,000
Assets held for sale	1,445		-
Equity investments in real estate and the Managed REITs	565,626		538,749
Net investments in real estate	3,241,199		1,217,931
Cash (inclusive of amounts attributable to consolidated VIEs of $17 and $230, respectively)	123,904		29,297
Due from affiliates	36,002		38,369
Goodwill	329,132		63,607
In-place lease, net (inclusive of amounts attributable to consolidated VIEs of $3,823 and $0, respectively)	447,278		44,578
Above-market rent, net (inclusive of amounts attributable to consolidated VIEs of $2,773 and $0, respectively)	279,885		4,822
Other intangible assets, net (inclusive of amounts attributable to consolidated VIEs of $297 and $0, respectively)	10,200		12,950
Other assets, net (inclusive of amounts attributable to consolidated VIEs of $4,232 and $2,773, respectively)	141,442		51,069
Total assets	$	4,609,042	$	1,462,623
Liabilities and Equity
Liabilities:
Non-recourse debt (inclusive of amounts attributable to consolidated VIEs of $30,326 and $14,261, respectively)	$	1,715,397	$	356,209
Senior credit facility	253,000		233,160
Accounts payable, accrued expenses and other liabilities (inclusive of amounts attributable to consolidated VIEs of $7,659 and $1,651, respectively)	265,132		82,055
Income taxes, net	24,959		44,783
Distributions payable	45,700		22,314
Total liabilities	2,304,188		738,521
Redeemable noncontrolling interest	7,531		7,700
Redeemable securities - related party (Note 4)	40,000		-
Commitments and contingencies (Note 13)
Equity:
W. P. Carey stockholders’ equity:
Listed shares of W. P. Carey & Co. LLC, no par value, 100,000,000 shares authorized; 0 and 39,729,018 shares issued and outstanding, respectively	-		-
Common stock of W. P. Carey Inc., $0.001 par value, 450,000,000 shares authorized; 68,901,933 and 0 shares issued and outstanding, respectively	69		-
Preferred stock of W. P. Carey Inc., $0.001 par value, 50,000,000 shares authorized; None issued	-		-
Additional paid-in capital	2,175,820		779,071
Distributions in excess of accumulated earnings	(172,182)		(95,046)
Deferred compensation obligation	8,358		7,063
Accumulated other comprehensive loss	(4,649)		(8,507)
Less, treasury stock at cost, 416,408 and 0 shares, respectively	(20,270)		-
Total W. P. Carey stockholders’ equity	1,987,146		682,581
Noncontrolling interests	270,177		33,821
Total equity	2,257,323		716,402
Total liabilities and equity	$	4,609,042	$	1,462,623

See Notes to Consolidated Financial Statements.

W. P. Carey 2012 10-K — 58

W. P. CAREY INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share amounts)

	Years Ended December 31,
	2012		2011		2010
Revenues
Lease revenues:
Rental income	$	108,707	$	52,360	$	41,940
Interest income from direct financing leases		15,796		10,278		9,542
Total lease revenues	124,503		62,638		51,482
Asset management revenue from affiliates	56,666		66,808		76,246
Structuring revenue from affiliates	48,355		46,831		44,525
Incentive, termination and subordinated disposition revenue from affiliates	-		52,515		-
Wholesaling revenue	19,914		11,664		11,096
Reimbursed costs from affiliates	98,245		64,829		60,023
Other real estate income	26,312		22,499		17,273
	373,995		327,784		260,645
Operating Expenses
General and administrative	(144,809)		(93,733)		(73,427)
Reimbursable costs	(98,245)		(64,829)		(60,023)
Depreciation and amortization	(48,790)		(24,347)		(18,309)
Property expenses	(13,041)		(10,145)		(8,009)
Other real estate expenses	(9,850)		(10,784)		(8,121)
Impairment charges	(10,467)		1,365		(1,140)
	(325,202)		(202,473)		(169,029)
Other Income and Expenses
Other interest income	1,396		2,001		1,269
Income from equity investments in real estate and the Managed REITs	62,392		51,228		30,992
Gain on change in control of interests	20,744		27,859		781
Other income and (expenses)	3,402		4,578		627
Interest expense	(50,573)		(21,770)		(15,636)
	37,361		63,896		18,033
Income from continuing operations before income taxes	86,154		189,207		109,649
Provision for income taxes	(6,783)		(37,214)		(25,814)
Income from continuing operations	79,371		151,993		83,835
Discontinued Operations
Income from operations of discontinued properties	922		1,366		4,897
Gain on deconsolidation of a subsidiary	-		1,008		-
(Loss) gain on sale of real estate	(5,019)		(3,391)		460
Impairment charges	(12,495)		(11,838)		(14,241)
Loss from discontinued operations, net of tax	(16,592)		(12,855)		(8,884)
Net Income	62,779		139,138		74,951
Net (income) loss attributable to noncontrolling interests	(607)		1,864		314
Less: Net income attributable to redeemable noncontrolling interest	(40)		(1,923)		(1,293)
Net Income Attributable to W. P. Carey	$	62,132	$	139,079	$	73,972
Basic Earnings Per Share
Income from continuing operations attributable to W. P. Carey	$	1.65	$	3.76	$	2.08
Loss from discontinued operations attributable to W. P. Carey	(0.35)		(0.32)		(0.22)
Net income attributable to W. P. Carey	$	1.30	$	3.44	$	1.86
Diluted Earnings Per Share
Income from continuing operations attributable to W. P. Carey	$	1.62	$	3.74	$	2.08
Loss from discontinued operations attributable to W. P. Carey	(0.34)		(0.32)		(0.22)
Net income attributable to W. P. Carey	$	1.28	$	3.42	$	1.86
Weighted Average Shares Outstanding
Basic	47,389,460		39,819,475		39,514,746
Diluted	48,078,474		40,098,095		40,007,894
Amounts Attributable to W. P. Carey
Income from continuing operations, net of tax	$	78,724	$	151,934	$	82,856
Loss from discontinued operations, net of tax	(16,592)		(12,855)		(8,884)
Net income attributable to W. P. Carey	$	62,132	$	139,079	$	73,972

See Notes to Consolidated Financial Statements.

W. P. Carey 2012 10-K — 59

W. P. CAREY INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Years Ended December 31,
	2012		2011		2010
Net Income	$	62,779	$	139,138	$	74,951
Other Comprehensive Income (Loss)
Foreign currency translation adjustments	7,809		(1,796)		(1,227)
Unrealized loss on derivative instruments	(2,262)		(3,588)		(757)
Change in unrealized (depreciation) appreciation on marketable securities	(7)		(11)		6
	5,540		(5,395)		(1,978)
Comprehensive Income	68,319		133,743		72,973
Amounts Attributable to Noncontrolling Interests
Net (income) loss	(607)		1,864		314
Foreign currency translation adjustments	(1,676)		346		(816)
Comprehensive (income) loss attributable to noncontrolling interests	(2,283)		2,210		(502)
Amounts Attributable to Redeemable Noncontrolling Interest
Net income	(40)		(1,923)		(1,293)
Foreign currency translation adjustments	(6)		5		12
Comprehensive income attributable to redeemable noncontrolling interest	(46)		(1,918)		(1,281)
Comprehensive Income Attributable to W. P. Carey	$	65,990	$	134,035	$	71,190

See Notes to Consolidated Financial Statements.

W. P. Carey 2012 10-K — 60

W. P. CAREY INC.

CONSOLIDATED STATEMENTS OF EQUITY

Years Ended December 31, 2012, 2011 and 2010

(in thousands, except share and per share amounts)

	W. P. Carey Stockholders
							Distributions				Accumulated
	Common Stock				Additional		in Excess of		Deferred		Other				Total
	No Par Value	$0.001 Par Value			Paid-in		Accumulated		Compensation		Comprehensive		Treasury		W. P. Carey		Noncontrolling
	Shares	Shares	Amount		Capital		Earnings		Obligation		Loss		Stock		Stockholders		Interests		Total
Balance at January 1, 2010	39,204,605	-	$	-	$	754,507	$	(138,442)	$	10,249	$	(681)	$	-	$	625,633	$	6,775	$	632,408
Cash proceeds on issuance of shares, net	196,802	-	-		3,724		-		-		-		-		3,724		-		3,724
Grants issued in connection with services rendered	-	-	-		-		-		450		-		-		450		-		450
Shares issued under share incentive plans	368,012	-	-		-		-		-		-		-		-		-		-
Contributions	-	-	-		-		-		-		-		-		-		14,261		14,261
Forfeitures of shares	(47,214)	-	-		(1,517)		-		-		-		-		(1,517)		-		(1,517)
Distributions declared ($2.03 per share)	-	-	-		-		(81,299)		-		-		-		(81,299)		-		(81,299)
Distributions to noncontrolling interests	-	-	-		-		-		-		-		-		-		(3,305)		(3,305)
Windfall tax benefits - share incentive plans	-	-	-		2,354		-		-		-		-		2,354		-		2,354
Stock-based compensation expense	-	-	-		8,149		-		(188)		-		-		7,961		-		7,961
Repurchase and retirement of shares	(267,358)	-	-		(2,317)		-		-		-		-		(2,317)		-		(2,317)
Redemption value adjustment	-	-	-		471		-		-		-		-		471		-		471
Tax impact of purchase of W. P. Carey International LLC interest	-	-	-		(1,637)		-		-		-		-		(1,637)		-		(1,637)
Reclassification of the third-party interest in Carey Storage	-	-	-		-		-		-		-		-		-		22,402		22,402
Net income	-	-	-		-		73,972		-		-		-		73,972		(314)		73,658
Other comprehensive loss:
Foreign currency translation adjustments	-	-	-		-		-		-		(2,031)		-		(2,031)		642		(1,389)
Unrealized loss on derivative instruments	-	-	-		-		-		-		(757)		-		(757)		-		(757)
Change in unrealized appreciation on marketable securities	-	-	-		-		-		-		6		-		6		-		6
Balance at December 31, 2010	39,454,847	-	-		763,734		(145,769)		10,511		(3,463)		-		625,013		40,461		665,474
Cash proceeds on issuance of shares, net	45,674	-	-		1,488		-		-		-		-		1,488		-		1,488
Grants issued in connection with services rendered	5,285	-	-		-		-		700		-		-		700		-		700
Shares issued under share incentive plans	576,148	-	-		-		-		-		-		-		-		-		-
Contributions	-	-	-		-		-		-		-		-		-		3,223		3,223
Forfeitures of shares	(3,562)	-	-		(274)		-		-		-		-		(274)		-		(274)
Distributions declared ($2.19 per share)	-	-	-		-		(88,356)		301		-		-		(88,055)		-		(88,055)
Distributions to noncontrolling interests	-	-	-		-		-		-		-		-		-		(6,000)		(6,000)
Windfall tax benefits - share incentive plans	-	-	-		2,569		-		-		-		-		2,569		-		2,569
Stock-based compensation expense	-	-	-		21,739		-		(4,449)		-		-		17,290		-		17,290
Repurchase and retirement of shares	(349,374)	-	-		(4,761)		-		-		-		-		(4,761)		-		(4,761)
Redemption value adjustment	-	-	-		455		-		-		-		-		455		-		455
Purchase of noncontrolling interest	-	-	-		(5,879)		-		-		-		-		(5,879)		(1,612)		(7,491)
Net income	-	-	-		-		139,079		-		-		-		139,079		(1,864)		137,215
Other comprehensive loss:
Foreign currency translation adjustments	-	-	-		-		-		-		(1,445)		-		(1,445)		(387)		(1,832)
Unrealized loss on derivative instruments	-	-	-		-		-		-		(3,588)		-		(3,588)		-		(3,588)
Change in unrealized depreciation on marketable securities	-	-	-		-		-		-		(11)		-		(11)		-		(11)
Balance at December 31, 2011	39,729,018	-	-		779,071		(95,046)		7,063		(8,507)		-		682,581		33,821		716,402

(Continued)

W. P. Carey 2012 10-K — 61

W. P. CAREY INC.

CONSOLIDATED STATEMENTS OF EQUITY (Continued)

Years Ended December 31, 2012, 2011 and 2010

(in thousands, except share and per share amounts)

	W. P. Carey Stockholders
							Distributions				Accumulated
	Common Stock				Additional		in Excess of		Deferred		Other				Total
	No Par Value	$0.001 Par Value			Paid-in		Accumulated		Compensation		Comprehensive		Treasury		W. P. Carey		Noncontrolling
	Shares	Shares	Amount		Capital		Earnings		Obligation		Loss		Stock		Stockholders		Interests		Total
Balance at January 1, 2012	39,729,018	-	$	-	$	779,071	$	(95,046)	$	7,063	$	(8,507)	$	-	$	682,581	$	33,821	$	716,402
Exchange of shares of W. P. Carey & Co. LLC for shares of W. P. Carey Inc. in connection with the Merger	(39,834,827)	39,834,827	40		(40)		-		-		-		-		-		-		-
Shares issued to stockholders of CPA®:15 in connection with the Merger	-	28,170,643	28		1,380,333		-		-		-		-		1,380,361		-		1,380,361
Purchase of noncontrolling interests in connection with the Merger	-	-	-		(154)		-		-		-		-		(154)		237,513		237,359
Reclassification of Estate Shareholders shares	-	-	-		(40,000)		-		-		-		-		(40,000)		-		(40,000)
Cash proceeds on issuance of shares, net	30,993	13,768	-		1,553		-		-		-		-		1,553		-		1,553
Cash proceeds on issuance of shares to third party	-	937,500	1		44,999		-		-		-		-		45,000		-		45,000
Grants issued in connection with services rendered	427,425	3,822	-		-		-		-		-		-		-		-		-
Shares issued under share incentive plans	238,728	27,044	-		646		-		-		-		-		646		-		646
Contributions	-	-	-		-		-		-		-		-		-		3,291		3,291
Forfeitures of shares	(29,919)	-	-		-		-		-		-		-		-		-		-
Windfall tax benefits - share incentive plans	-	-	-		10,185		-		-		-		-		10,185		-		10,185
Stock-based compensation expense	-	-	-		25,067		-		971		-		-		26,038		-		26,038
Redemption value adjustment	-	-	-		(840)		-		-		-		-		(840)		-		(840)
Distributions to noncontrolling interests	-	-	-		-		-		-		-		-		-		(6,649)		(6,649)
Distributions declared ($2.44 per share)	-	-	-		-		(139,268)		324		-		-		(138,944)		-		(138,944)
Purchase of treasury stock from related parties (Note 4)	(561,418)	(416,408)	-		-		-		-		-		(45,270)		(45,270)		-		(45,270)
Cancellation of shares	-	(85,671)	-		(25,000)		-		-		-		25,000		-		-		-
Net income	-	-	-		-		62,132		-		-		-		62,132		607		62,739
Other comprehensive loss:
Foreign currency translation adjustments	-	-	-		-		-		-		6,127		-		6,127		1,594		7,721
Unrealized loss on derivative instruments	-	-	-		-		-		-		(2,262)		-		(2,262)		-		(2,262)
Change in unrealized depreciation on marketable securities	-	-	-		-		-		-		(7)		-		(7)		-		(7)
Balance at December 31, 2012	-	68,485,525	$	69	$	2,175,820	$	(172,182)	$	8,358	$	(4,649)	$	(20,270)	$	1,987,146	$	270,177	$	2,257,323

See Notes to Consolidated Financial Statements.

W. P. Carey 2012 10-K — 62

W. P. CAREY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2012		2011		2010
Cash Flows — Operating Activities
Net income	$	62,779	$	139,138	$	74,951
Adjustments to net income:
Depreciation and amortization, including intangible assets and deferred financing costs	55,114		29,616		24,443
(Income) loss from equity investments in real estate and the Managed REITs in excess of distributions received	(17,271)		310		(4,920)
Straight-line rent, financing lease adjustments and amortization of rent-related intangibles	2,831		(3,698)		286
Amortization of deferred revenue	(9,436)		(6,291)		-
Gain on deconsolidation of a subsidiary	-		(1,008)		-
Loss (gain) on sale of real estate	2,773		3,391		(460)
Unrealized (gain) loss on foreign currency transactions and others	(1,861)		138		300
Realized loss (gain) on foreign currency transactions and others	610		(965)		(731)
Allocation of loss to profit-sharing interest	-		-		(781)
Management and disposition income received in shares of Managed REITs	(28,477)		(73,936)		(35,235)
Gain on conversion of shares	(15)		(3,806)		-
Gain on change in control of interests	(20,794)		(27,859)		-
Impairment charges	22,962		10,473		15,381
Stock-based compensation expense	26,038		17,716		7,082
Deferred acquisition revenue received	21,059		21,546		21,204
Increase in structuring revenue receivable	(20,304)		(19,537)		(20,237)
(Decrease) increase in income taxes, net	(18,277)		244		(1,288)
Net changes in other operating assets and liabilities	2,912		(5,356)		6,422
Net Cash Provided by Operating Activities	80,643		80,116		86,417
Cash Flows — Investing Activities
Cash paid to stockholders of CPA®:15 in the Merger	(152,356)		-		-
Cash acquired in connection with the Merger	178,945		-		-
Distributions received from equity investments in real estate and the Managed REITs in excess of equity income	46,294		20,807		18,758
Capital contributions to equity investments	(726)		(2,297)		-
Purchase of interests in CPA®:16 — Global	-		(121,315)		-
Purchases of real estate and equity investments in real estate	(3,944)		(24,315)		(96,884)
Value added taxes (“VAT”) paid in connection with acquisition of real estate	-		-		(4,222)
VAT refunded in connection with acquisitions of real estate	-		5,035		-
Capital expenditures	(6,204)		(13,239)		(5,135)
Cash acquired on acquisition of subsidiaries	-		57		-
Proceeds from sale of real estate	73,204		12,516		14,591
Proceeds from sale of securities	372		818		-
Funding of short-term loans to affiliates	-		(96,000)		-
Proceeds from repayment of short-term loans to affiliates	-		96,000		-
Funds placed in escrow	(46,951)		(6,735)		(1,571)
Funds released from escrow	37,832		2,584		36,620
Net Cash Provided by (Used in) Investing Activities	126,466		(126,084)		(37,843)
Cash Flows — Financing Activities
Distributions paid	(113,867)		(85,814)		(92,591)
Contributions from noncontrolling interests	3,291		3,223		14,261
Distributions paid to noncontrolling interests	(7,314)		(7,258)		(4,360)
Contributions from profit-sharing interest	-		-		3,694
Distributions to profit-sharing interest	-		-		(693)
Purchase of noncontrolling interest	-		(7,502)		-
Purchase of treasury stock from related party (Note 4)	(45,270)		-		-
Scheduled payments of mortgage principal	(54,964)		(25,327)		(14,324)
Proceeds from mortgage financing	23,750		45,491		56,841
Proceeds from senior credit facility	300,000		251,410		83,250
Repayments of senior credit facility	(280,160)		(160,000)		(52,500)
Payment of financing costs	(2,557)		(7,778)		(1,204)
Funds placed in escrow	1,970		-		-
Proceeds from issuance of shares	51,644		1,488		3,724
Windfall tax benefit associated with stock-based compensation awards	10,185		2,569		2,354
Net Cash (Used in) Provided by Financing Activities	(113,292)		10,502		(1,548)
Change in Cash and Cash Equivalents During the Year
Effect of exchange rate changes on cash	790		70		(783)
Net increase (decrease) in cash and cash equivalents	94,607		(35,396)		46,243
Cash and cash equivalents, beginning of year	29,297		64,693		18,450
Cash and cash equivalents, end of year	$	123,904	$	29,297	$	64,693

(Continued)

W. P. Carey 2012 10-K — 63

W. P. CAREY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

Supplemental noncash investing and financing activities:

In July 2012, we entered into a share purchase agreement (Note 4) to repurchase up to an aggregate amount of $85.0 million of our common stock from the Estate. Upon the execution of the agreement, we reclassified $85.0 million from Additional paid-in capital to Redeemable securities.

On September 28, 2012, we merged with CPA®:15. In the Merger, CPA®:15 stockholders received $1.25 in cash and 0.2326 shares of our common stock for each share of CPA®:15 common stock held at the completion of the Merger (Note 3). The purchase price was allocated to the assets acquired and liabilities assumed, based upon their preliminary fair values. The following table summarizes estimated fair values of the assets acquired and liabilities assumed in the acquisition based on the current best estimate of management (in thousands):

Assets Acquired at Fair Value
Investments in real estate	$	1,762,872
Net investment in direct financing leases	315,789
Equity investments in real estate	166,247
Intangible assets	695,310
Other assets	81,750
Liabilities Assumed at Fair Value
Non-recourse debt	(1,350,755)
Accounts payable, accrued expenses and other liabilities	(186,795)
Amounts attributable to noncontrolling interests	(237,359)
Net assets acquired excluding cash	1,247,059
Fair value of common shares issued	(1,380,362)
Cash consideration	(152,356)
Fair value of W. P. Carey & Co. LLC equity interest in CPA®:15 prior to the Merger	(107,147)
Fair value of W. P. Carey & Co. LLC equity interest in jointly-owned investments with CPA®:15 prior to the Merger	(54,822)
Goodwill	268,683
Cash acquired on acquisition of subsidiaries	$	(178,945)

Prior to our implementation of Emerging Issues Task Force (“EITF”) 10-E “Accounting for Deconsolidation of a Subsidiary That Is In-Substance Real Estate”, we deconsolidated a wholly-owned subsidiary because we no longer had control over the activities that most significantly impact its economic performance following possession of the subsidiary’s property by a receiver (Note 17). The following table presents the assets and liabilities of the subsidiary on the date of deconsolidation (in thousands):

Assets
Net investments in properties	$	5,340
Intangible assets and goodwill, net	(15)
Total	$	5,325
Liabilities
Non-recourse debt	$	(6,311)
Accounts payable, accrued expenses and other liabilities	(22)
Total	$	(6,333)

On May 2, 2011, in connection with entering into an amended and restated advisory agreement with CPA®:16 – Global, we received a special membership interest in CPA®:16 – Global’s operating partnership and recorded as consideration a $28.3 million adjustment to Equity investments in real estate and the Managed REITs to reflect the fair value of our special interest in that operating partnership (Note 4).

W. P. Carey 2012 10-K — 64

Also on May 2, 2011, we exchanged 11,113,050 shares of CPA®:14 for 13,260,091 shares of CPA®:16 – Global, resulting in a gain of approximately $2.8 million. Additionally, we recognized a gain of $1.0 million on the conversion of our termination revenue to shares of CPA®:14 as a result of the fair value of the shares received exceeding the termination revenue (Note 4).

In May 2011, we purchased the remaining interests in our Federal Express and Amylin investments from CPA®:14, which we had previously accounted for under the equity method. In connection with purchasing these interests and gaining control, we recognized a net gain of $27.9 million to adjust the carrying value of our existing interests in these investments to their estimated fair values. We also assumed two non-recourse mortgages on the related properties with an aggregate fair value of $87.6 million at the date of acquisition (Note 4).

Supplemental cash flows information (in thousands):

	Years Ended December 31,
	2012		2011		2010
Interest paid	$	38,092	$	21,168	$	15,351
Income taxes paid	$	12,501	$	33,641	$	24,307

See Notes to Consolidated Financial Statements.

W. P. Carey 2012 10-K — 65

W. P. CAREY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Business and Organization

At December 31, 2012, W. P. Carey Inc. is a REIT that provides long-term financing via sale-leaseback and build-to-suit transactions for companies worldwide and manages a global investment portfolio. We invest primarily in commercial properties domestically and internationally. We earn revenue principally by leasing the properties we own to single corporate tenants, primarily on a triple-net leased basis, which requires each tenant to pay substantially all of the costs associated with operating and maintaining the property. Through our TRSs, we also earn revenue as the advisor to publicly-owned, non-listed REITs, which are sponsored by us under the Corporate Property Associates brand name and invest in similar properties. At December 31, 2012, we were the advisor to the following CPA® REITs: CPA®:16 – Global and CPA®:17 – Global, and we were the advisor to CPA®:15 until its merger with and into us on September 28, 2012 (Note 3). We are also the advisor to CWI, which acquires interests in lodging and lodging-related properties. At December 31, 2012, we owned and/or managed 1,007 properties domestically and internationally. Our owned portfolio was comprised of our full or partial ownership interest in 423 properties, substantially all of which were net leased to 124 tenants, and totaled approximately 38.5 million square feet. In addition, through our consolidated subsidiaries, Carey Storage and Livho, we had interests in 21 self-storage properties and a hotel property, respectively, for an aggregate of approximately 0.8 million square feet at December 31, 2012. All references to square feet are unaudited.

We were formed as a corporation under the laws of Maryland on February 15, 2012. On February 17, 2012, our predecessor, W. P. Carey & Co. LLC, announced its intention to reorganize to qualify as a REIT for federal income tax purposes. Prior to the REIT Reorganization, our predecessor was a limited liability company formed under the laws of Delaware on July 15, 1996 and, as a limited liability company, was not subject to federal income taxation as long as it satisfied certain requirements relating to its operations and passed through any tax liabilities or benefits to its shareholders; however, certain of its subsidiaries were engaged in investment management operations and were subject to U.S. federal, state and local income taxes, and some of its subsidiaries may have also been subject to foreign taxes. On September 13, 2012, W. P. Carey & Co. LLC’s shareholders approved the REIT Reorganization. In connection with the Merger, W. P. Carey & Co. LLC completed an internal reorganization whereby W. P. Carey & Co. LLC and its subsidiaries merged with and into W. P. Carey Inc. with W. P. Carey Inc. as the surviving corporation, succeeding to and continuing to operate the existing business of W. P. Carey & Co. LLC. Upon consummation of the REIT Reorganization, the 40,396,245 outstanding shares of W. P. Carey & Co. LLC, no par value per share, were converted into the right to receive an equal number of shares of W. P. Carey Inc. common stock, par value $0.001 per share, which are subject to certain share ownership and transfer restrictions designed to protect our ability to remain qualified as a real estate investment trust. A total of 40,396,245 shares of our common stock were issued to the shareholders of W. P. Carey & Co. LLC in exchange for an aggregate of 40,396,245 shares they owned on the date of closing. Immediately after the REIT Reorganization, the shares of W. P. Carey & Co. LLC were delisted from the NYSE and the shares were canceled, and our common stock became listed on the NYSE under the same symbol, “WPC”.

The REIT Reorganization was accounted for as a transaction between entities under common control. Accordingly, the assets and liabilities of our predecessor were recognized at their carrying amounts at the date of the REIT Reorganization. As such, in the consolidated financial statements, the historical results of our predecessor are included for the pre-REIT Reorganization period and the consolidated results, which include the Merger with CPA®:15, are included subsequent to the effective date of the Merger (Note 3).

We have elected to be taxed as a REIT under Section 856 through 860 of the Internal Revenue Code effective February 15, 2012 for the year ending December 31, 2012 (Note 16). As a REIT, we are not generally subject to U.S. federal income taxation as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We now hold substantially all of our real estate assets attributable to our Real Estate Ownership segment, including the assets acquired from CPA®:15 in the Merger, under the new REIT structure, while the activities conducted by our Investment Management segment subsidiaries have been organized under TRSs.

Primary Reportable Segments

Real Estate Ownership — We own and invest in commercial properties in the U.S. and the European Union that are then leased to companies, primarily on a triple-net lease basis. We may also invest in other properties if opportunities arise. We own interests in the Managed REITs and account for these interests under the equity method of accounting. In addition, we receive a percentage of distributions of Available Cash, as defined in the respective advisory agreements, from the operating partnerships of each of the

W. P. Carey 2012 10-K — 66

Notes to Consolidated Financial Statements

Managed REITs, and earn deferred revenue from our special member interest in CPA®:16 – Global’s operating partnership. Effective April 1, 2012, we include such distributions and deferred revenue in our Real Estate Ownership segment (Note 18).

Investment Management — Through our TRSs, we structure and negotiate investments and debt placement transactions for the Managed REITs, for which we earn structuring revenue, and manage their portfolios of real estate investments, for which we earn asset-based management and performance revenue. We earn asset-based management and historically we earned performance revenue from the Managed REITs based on the value of their real estate-related, self-storage-related and lodging-related assets under management. As funds available to the Managed REITs are invested, the asset base from which we earn revenue increases. We may also earn incentive and disposition revenue and receive other compensation in connection with providing liquidity alternatives to the Managed REITs’ stockholders.

Note 2. Summary of Significant Accounting Policies

Basis of Consolidation

The consolidated financial statements reflect all of our accounts, including those of our majority-owned and/or controlled subsidiaries. The portion of equity in a subsidiary that is not attributable, directly or indirectly, to us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated. The consolidated financial statements include the historical results of our predecessor prior to the REIT Reorganization and the Merger.

When we obtain an economic interest in an entity, we evaluate the entity to determine if it is deemed a VIE and, if so, whether we are deemed to be the primary beneficiary and are therefore required to consolidate the entity. Significant judgment is required to determine whether a VIE should be consolidated. We review the contractual arrangements provided for in the partnership agreement or other related contracts to determine whether the entity is considered a VIE, and to establish whether we have any variable interests in the VIE. We then compare our variable interests, if any, to those of the other variable interest holders to determine which party is the primary beneficiary of a VIE based on whether the entity (i) has the power to direct the activities that most significantly impact the economic performance of the VIE, and (ii) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

For an entity that is not considered to be a VIE, the general partners in a limited partnership (or similar entity) are presumed to control the entity regardless of the level of their ownership and, accordingly, may be required to consolidate the entity. We evaluate the partnership agreements or other relevant contracts to determine whether there are provisions in the agreements that would overcome this presumption. If the agreements provide the limited partners with either (a) the substantive ability to dissolve or liquidate the limited partnership or otherwise remove the general partners without cause or (b) substantive participating rights, the limited partners’ rights overcome the presumption of control by a general partner of the limited partnership, and, therefore, the general partner must account for its investment in the limited partnership using the equity method of accounting.

We have investments in tenancy-in-common interests in various domestic and international properties. Consolidation of these investments is not required as such interests do not qualify as VIEs and do not meet the control requirement required for consolidation. Accordingly, we account for these investments using the equity method of accounting. We use the equity method of accounting because the shared decision-making involved in a tenancy-in-common interest investment provides us with significant influence on the operating and financial decisions of these investments.

We apply accounting guidance for consolidation of VIEs to certain entities in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  Fixed price purchase and renewal options within a lease as well as certain decision-making rights within a loan can cause us to consider an entity a VIE.

Additionally, we own interests in single-tenant net leased properties leased to companies through noncontrolling interests in partnerships and limited liability companies that we do not control but over which we exercise significant influence. We account for these investments under the equity method of accounting. At times the carrying value of our equity investments may fall below zero for certain investments. We intend to fund our share of the investments’ future operating deficits should the need arise. However, we have no legal obligation to pay for any of the liabilities of such investments nor do we have any legal obligation to fund operating deficits.

One of our directors and officers was the sole shareholder of Livho, a subsidiary that operates a hotel investment (Note 4). We consolidated the accounts of Livho in our consolidated financial statements because it was a VIE and we were its primary beneficiary.

W. P. Carey 2012 10-K — 67

Notes to Consolidated Financial Statements

In order to streamline Livho’s corporate structure, in August 2012, the director and officer transferred his ownership interest in Livho to one of our subsidiaries, Carey REIT II, Inc. (“Carey REIT II”), for no consideration. Immediately after the ownership transfer, Livho is no longer a VIE as we own 100% of the entity. We continue to consolidate the accounts of Livho.

We formed CWI in March 2008 for the purpose of acquiring interests in lodging and lodging-related properties. In April 2010, CWI filed a registration statement with the SEC to sell up to $1.0 billion of its common stock in an initial public offering plus up to an additional $237.5 million of its common stock under a dividend reinvestment plan. This registration statement was declared effective by the SEC in September 2010. Through December 31, 2010, the financial activity of CWI, which had no significant assets, liabilities or operations, was included in our consolidated financial statements, as we owned all of CWI’s outstanding common stock. Beginning in 2011, we have accounted for our interest in CWI under the equity method of accounting because, as the advisor, we do not exert control over, but we have the ability to exercise significant influence on, CWI. Similarly, we formed a new CPA® REIT, CPA®:18 – Global, in September 2012. Through December 31, 2012, the financial activity of CPA®:18 – Global, which had no significant assets, liabilities or operations, was included in our consolidated financial statements.

Reclassifications and Revisions

Certain prior year amounts have been reclassified to conform to the current year presentation. The consolidated financial statements included in this Report have been retrospectively adjusted to reflect the disposition (or planned disposition) of certain properties as discontinued operations and certain adjustments related to purchase price allocation for all periods presented.

Purchase Price Allocation

In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain from a bargain purchase. We immediately expense acquisition-related costs and fees associated with business combinations.

When we acquire properties with leases classified as operating leases, we allocate the purchase price to the tangible and intangible assets and liabilities acquired based on their estimated fair values. We determine the value of the tangible assets, consisting of land and buildings, as if vacant, and site improvements, and record intangible assets, including the above-market and below-market value of leases and the value of in-place leases at their relative estimated fair values. Land is typically valued utilizing the sales comparison (or market approach). Buildings, as if vacant, are valued using the cost and/or income approach. Site improvements are valued using the cost approach. The fair value of real estate is determined by reference to portfolio appraisals which determines their values, on a property level, by applying a discounted cash flow analysis to the estimated net operating income for each property in the portfolio during the remaining anticipated lease term, and the estimated residual value of each property from a hypothetical sale of the property upon expiration after considering the re-tenanting of such property at estimated then current market rental rate, at a selected capitalization rate and deducting estimated costs of sale. The proceeds from a hypothetical sale are derived by capitalizing the estimated net operating income of each property for the year following lease expiration at an estimated residual capitalization rate. The discount rates and residual capitalization rates used to value the properties are selected based on several factors, including the creditworthiness of the lessees, industry surveys, property type, location and age, current lease rates relative to market lease rates and anticipated lease duration. In the case where a tenant has a purchase option deemed to be materially favorable to the tenant, or the tenant has long-term renewal options at rental rates below estimated market rental rates, the appraisal assumes the exercise of such purchase option or long-term renewal options in its determination of residual value. Where a property is deemed to have excess land, the discounted cash flow analysis includes the estimated excess land value at the assumed expiration of the lease, based upon an analysis of comparable land sales or listings in the general market area of the property grown at estimated market growth rates through the year of lease expiration. For those properties that are under contract for sale, the appraised value of the portfolio reflects the current contractual sale price of such properties. See Real Estate Leased to Others and Depreciation below for a discussion of our significant accounting policies related to tangible assets. We include the value of below-market leases in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements.

We record above-market and below-market lease values for owned properties based on the present value (using a discount 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) our estimate of fair market lease rates for the property or equivalent property, both of which are measured over a period equal to the estimated lease term which includes renewal options

W. P. Carey 2012 10-K — 68

Notes to Consolidated Financial Statements

with rental rates below estimated market rental rates. We amortize the capitalized above-market lease value as a reduction of rental income over the estimated market lease term. We amortize the capitalized below-market lease value as an increase to rental income over the initial term and any fixed rate renewal periods in the respective leases.

We measure the fair value of the below-market purchase option liability we acquired in connection with the Merger as the excess of the present value of the fair value of the real estate over the present value of the tenant’s exercise price at the option date.

The value of any in-place lease is estimated to be equal to the property owners’ avoidance of costs necessary to release the property for a lease term equal to the remaining primary in-place lease term and the value of investment grade tenancy. The cost avoidance to the property owners’ of vacancy/leasing costs necessary to lease the property for a lease term equal to the remaining in-place lease term is derived first by determining the in-place lease term on the subject lease. Then, based on our review of the market, the cost to be borne by a property owner to replicate a market lease to the remaining in-place term was estimated. These costs consist of: (i) rent lost during downtime (i.e. assumed periods of vacancy), (ii) estimated expenses that would be incurred by the property owner during periods of vacancy (iii) rent concessions (i.e. free rent) (iv) leasing commissions and (v) tenant improvements allowances given to tenants. We determine these values using our estimates or by relying in part upon third-party appraisals. We amortize the capitalized value of in-place lease intangibles to expense over the remaining initial term of each lease. We amortize the capitalized value of tenant relationships to expense over the initial and expected renewal terms of the lease. No amortization period for intangibles will exceed the remaining depreciable life of the building.

If a lease is terminated, we charge the unamortized portion of above-market and below-market lease values to lease revenue, and in-place lease and tenant relationship values to amortization expense.

When we acquire leveraged properties, the fair value of debt instruments acquired is determined using a discounted cash flow model with rates that take into account the credit of the tenants, where applicable, and interest rate risk. Such resulting premium or discount is amortized over the remaining term of the obligation. We also consider the value of the underlying collateral taking into account the quality of the collateral, the credit quality of the company, the time until maturity and the current interest rate.

Goodwill

In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid per the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. We allocated goodwill to the respective reporting units in which such goodwill arose. Goodwill acquired in the Merger was attributed to the Real Estate Ownership segment which comprises one reporting unit. In the event we dispose of a property that constitutes a business under GAAP from a reporting unit with goodwill, which is less than all of the reporting unit, we allocate a portion of the reporting unit’s goodwill to that business in determining the gain or loss on the disposal of the business. The amount of goodwill allocated to the business is based on the relative fair value of the business for the reporting unit.

Operating Real Estate

We carry land and buildings and personal property at cost less accumulated depreciation. We capitalize improvements, while we expense replacements, maintenance and repairs that do not improve or extend the lives of the respective assets as incurred.

Assets Held for Sale

We classify those assets that are associated with operating leases as held for sale when we have entered into a contract to sell the property, all material due diligence requirements have been satisfied and we believe it is probable that the disposition will occur within one year. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less estimated costs to sell, which is generally calculated as the expected sale price, less expected selling costs. The results of operations and the related gain or loss on sale of properties that have been sold or that are classified as held for sale and which we will have no continuing involvement in are included in discontinued operations (Note 17).

If circumstances arise that we previously considered unlikely and, as a result, we decide not to sell a property previously classified as held for sale, we reclassify the property as held and used. We measure and record a property that is reclassified as held and used at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell.

W. P. Carey 2012 10-K — 69

Notes to Consolidated Financial Statements

We recognize gains and losses on the sale of properties when, among other criteria, we no longer have continuing involvement, the parties are bound by the terms of the contract, all consideration has been exchanged and all conditions precedent to closing have been performed. At the time the sale is consummated, a gain or loss is recognized as the difference between the sale price, less any selling costs, and the carrying value of the property.

Cash

Our cash is held in the custody of several financial institutions, and these balances, at times, exceed federally insurable limits. We seek to mitigate this risk by depositing funds only with major financial institutions.

Other Assets and Liabilities

We include prepaid expenses, deferred rental income, tenant receivables, deferred charges, escrow balances held by lenders, restricted cash balances, marketable securities, derivative assets and corporate fixed assets in Other assets. We include derivative instruments; miscellaneous amounts held on behalf of tenants; and deferred revenue, including unamortized below-market rent intangibles and unamortizable below-market purchase options in Other liabilities. Deferred charges are costs incurred in connection with mortgage financings and refinancings that are amortized over the terms of the mortgages and included in Interest expense in the consolidated financial statements. Deferred rental income is the aggregate cumulative difference for operating leases between scheduled rents that vary during the lease term, and rent recognized on a straight-line basis. Marketable securities are classified as available-for-sale securities and reported at fair value with unrealized gains and losses on these securities reported as a component of Other comprehensive income until realized.

Allowance for Doubtful Accounts

We consider direct finance leases to be past-due or delinquent when a contractually required principal or interest payment is not remitted in accordance with the provisions of the underlying agreement.  We evaluate each account individually and set up an allowance when, based upon current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms, and the amount can be reasonably estimated.

Revenue Recognition

Real Estate Leased to Others

We lease real estate to others primarily on a triple-net leased basis, whereby the tenant is generally responsible for all operating expenses relating to the property, including property taxes, insurance, maintenance, repairs, renewals and improvements. We charge expenditures for maintenance and repairs, including routine betterments, to operations as incurred. We capitalize significant renovations that increase the useful life of the properties. For the years ended December 31, 2012, 2011 and 2010, although we are legally obligated for payment pursuant to our lease agreements with our tenants, lessees were responsible for the direct payment to the taxing authorities of real estate taxes of approximately $18.7 million, $6.4 million and $7.7 million, respectively.

Substantially all of our leases provide for either scheduled rent increases, periodic rent adjustments based on formulas indexed to changes in the CPI or similar indices or percentage rents. CPI-based adjustments are contingent on future events and are therefore not included in straight-line rent calculations. We recognize rents from percentage rents as reported by the lessees, which is after the level of sales requiring a rental payment to us is reached. Percentage rents were insignificant for the periods presented.

We account for leases as operating or direct financing leases, as described below:

Operating leases — We record real estate at cost less accumulated depreciation; we recognize future minimum rental revenue on a straight-line basis over the non-cancellable lease term of the related leases and charge expenses to operations as incurred (Note 5).

Direct financing method — We record leases accounted for under the direct financing method at their net investment (Note 5). We defer and amortize unearned income to income over the lease term so as to produce a constant periodic rate of return on our net investment in the lease.

On an ongoing basis, we assess our ability to collect rent and other tenant-based receivables and determine an appropriate allowance for uncollected amounts. Because we have a limited number of lessees, we believe that it is necessary to evaluate the collectability of these receivables based on the facts and circumstances of each situation rather than solely using statistical methods. Therefore, in

W. P. Carey 2012 10-K — 70

Notes to Consolidated Financial Statements

recognizing our provision for uncollected rents and other tenant receivables, we evaluate actual past due amounts and make subjective judgments as to the collectability of those amounts based on factors including, but not limited to, our knowledge of a lessee’s circumstances, the age of the receivables, the tenant’s credit profile and prior experience with the tenant. Even if a lessee has been making payments, we may reserve for the entire receivable amount if we believe there has been significant or continuing deterioration in the lessee’s ability to meet its lease obligations.

Investment Management Operations

We earn structuring revenue and asset management revenue in connection with providing services to the Managed REITs. We earn structuring revenue for services we provide in connection with the analysis, negotiation and structuring of transactions, including acquisitions and dispositions and the placement of mortgage financing obtained by the Managed REITs. Asset management revenue consists of property management, leasing and advisory revenue. Receipt of the incentive revenue portion of the asset management revenue or performance revenue, however, which we received from CPA®:15 prior to the date of the Merger in 2012 and from CPA®:14 and CPA®:16 – Global prior to the CPA®:14/16 Merger in 2011, was subordinated to the achievement of specified cumulative return requirements by the stockholders of those CPA REITs. At our option, the performance revenue could be collected in cash or shares of the CPA® REIT (Note 4). In addition, we earn subordinated incentive and disposition revenue related to the disposition of properties. We may also earn termination revenue in connection with the termination of the advisory agreements for the Managed REITs.

We recognize all revenue as earned. We earn structuring revenue upon the consummation of a transaction and asset management revenue when services are performed. We recognize revenue subject to subordination only when the performance criteria of the Managed REIT is achieved and contractual limitations are not exceeded.

We earned subordinated disposition and incentive revenue from CPA®:15 until September 28, 2012 (Note 4) after its stockholders received their initial investment plus a specified preferred return. We may earn termination revenue if a liquidity event is consummated by any of the other Managed REITs.

We are also reimbursed for certain costs incurred in providing services, including broker-dealer commissions paid on behalf of the Managed REITs, marketing costs and the cost of personnel provided for the administration of the Managed REITs. We record reimbursement income as the expenses are incurred, subject to limitations on a Managed REIT’s ability to incur offering costs.

Depreciation

We compute depreciation of building and related improvements using the straight-line method over the estimated remaining useful lives of the properties (not to exceed 40 years) and furniture, fixtures and equipment (generally up to seven years). We compute depreciation of tenant improvements using the straight-line method over the lesser of the remaining term of the lease or the estimated useful life.

Impairments

We periodically assess whether there are any indicators that the value of our long-lived assets, including goodwill, may be impaired or that their carrying value may not be recoverable. These impairment indicators include, but are not limited to, the vacancy of a property that is not subject to a lease; a lease default by a tenant that is experiencing financial difficulty; the termination of a lease by a tenant; or the rejection of a lease in a bankruptcy proceeding. We may incur impairment charges on long-lived assets, including real estate, direct financing leases, assets held for sale and equity investments in real estate. We may also incur impairment charges on marketable securities and goodwill. Our policies for evaluating whether these assets are impaired are presented below.

Real Estate

For real estate assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the future net undiscounted cash flow that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. The undiscounted cash flow analysis requires us to make our best estimate of, among other things, market rents, residual values, and holding periods. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows. If the future net undiscounted cash flow of the property’s asset group is

W. P. Carey 2012 10-K — 71

Notes to Consolidated Financial Statements

less than the carrying value, the property’s asset group is considered to be impaired. We then measure the loss as the excess of the carrying value of the property’s asset group over its estimated fair value.

Direct Financing Leases

We review our direct financing leases at least annually to determine whether there has been an other-than-temporary decline in the current estimate of residual value of the property. The residual value is our estimate of what we could realize upon the sale of the property at the end of the lease term, based on market information. If this review indicates that a decline in residual value has occurred that is other-than-temporary, we recognize an impairment charge equal to the difference between the fair value and carrying value, which is discounted at the internal rate of return of the project.

Assets Held for Sale

When we classify an asset as held for sale, we compare the asset’s estimated fair value less estimated cost to sell to its carrying value, and if the estimated fair value less estimated cost to sell is less than the property’s carrying value, we reduce the carrying value to the estimated fair value less estimated cost to sell. We will continue to review the initial impairment for subsequent changes in the estimated fair value, and may recognize an additional impairment charge, if warranted.

Equity Investments in Real Estate and the Managed REITs

We evaluate our equity investments in real estate and in the Managed REITs on a periodic basis to determine if there are any indicators that the value of our equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent impairment has occurred, we measure the charge as the excess of the carrying value of our investment over its estimated fair value. For equity investments in real estate, we calculate estimated fair value by multiplying the estimated fair value of the underlying venture’s net assets by our ownership interest percentage. For certain investments in the Managed REITs, we calculate the estimated fair value of our investment using the most recently published NAV of each Managed REIT, which for CPA®:17 – Global and CWI is deemed to be their initial public offering prices.

Goodwill

We evaluate goodwill for possible impairment at least annually or upon the occurrence of a triggering event using a two-step process. To identify any impairment, we first compare the estimated fair value of each of our reporting units with their respective carrying amount, including goodwill. We calculate the estimated fair value of the Investment Management reporting unit by applying a multiple, based on comparable companies, to earnings. For the Real Estate Ownership reporting unit, we calculate its estimated fair value by applying a multiple common to the real estate community. The selection of the comparable companies and transactions to be used in our evaluation process could have a significant impact on the fair value of our reporting units and possible impairments. If the fair value of the reporting unit exceeds its carrying amount, we do not consider goodwill to be impaired and no further analysis is required. If the carrying amount of the reporting unit exceeds its estimated fair value, we then perform the second step to determine and measure the amount of the potential impairment charge.

For the second step, we compare the implied fair value of the goodwill for each reporting unit with its respective carrying amount and record an impairment charge equal to the excess of the carrying amount over the implied fair value. We determine the implied fair value of the goodwill by allocating the estimated fair value of the reporting unit to its assets and liabilities. The excess of the estimated fair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of the goodwill.

We evaluate goodwill on an annual basis or upon the occurrence of a triggering event. The goodwill recorded in our Investment Management reporting unit is evaluated in the fourth quarter of every year. In connection with the Merger, we recorded goodwill in our Real Estate Ownership reporting unit. Prior to the Merger, there was no goodwill recorded in our Real Estate Ownership reporting unit. We will evaluate the goodwill recorded in our Real Estate Ownership reporting unit in the second quarter of every year.

Stock-Based Compensation

We have granted restricted shares, stock options, RSUs and PSUs to certain employees and independent directors. Grants were awarded in the name of the recipient subject to certain restrictions of transferability and a risk of forfeiture. Stock-based compensation expense for all equity-classified stock-based compensation awards is based on the grant date fair value estimated in accordance with current accounting guidance for share-based payments. We recognize these compensation costs for only those shares expected to vest

W. P. Carey 2012 10-K — 72

Notes to Consolidated Financial Statements

on a straight-line or graded-vesting basis, as appropriate, over the requisite service period of the award. We include stock-based compensation within the listed shares caption of equity.

Foreign Currency

Translation

We have interests in real estate investments in the European Union and United Kingdom for which the functional currency is the euro and the British pound sterling, respectively. We perform the translation from the euro or the British pound sterling to the U.S. dollar for assets and liabilities using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted-average exchange rate during the period. We report the gains and losses resulting from such translation as a component of other comprehensive income in equity.

Transaction Gains or Losses

A transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later), realized upon settlement of a foreign currency transaction generally will be included in net income for the period in which the transaction is settled. Also, foreign currency intercompany transactions that are scheduled for settlement, consisting primarily of accrued interest and the translation to the reporting currency of subordinated intercompany debt with scheduled principal payments, are included in the determination of net income.

Foreign currency transactions that are intercompany foreign currency transactions that are of a long term nature (that is, settlement is not planned or anticipated in the foreseeable future), when the entities to the transactions are consolidated or accounted for by the equity method in our financial statements, are not included in determining net income but are accounted for in the same manner as foreign currency translation adjustments and reported as a component of other comprehensive income in equity.

Net realized gains or (losses) are recognized on foreign currency transactions in connection with the transfer of cash from foreign operations of subsidiaries to the parent company. For the years ended December 31, 2012, 2011 and 2010, we recognized net realized (losses) gains on such transactions of $(0.6) million, $0.4 million and less than $(0.1) million, respectively.

Derivative Instruments

We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative designated and qualified as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.

We made an accounting policy election effective January 1, 2011, or the “effective date,” to use the portfolio exception in Accounting Standards Codification (“ASC”) 820-10-35-18D “Fair Value Measurement”, the “portfolio exception,” with respect to measuring counterparty credit risk for all of our derivative transactions subject to master netting arrangements.

Income Taxes

W. P. Carey & Co. LLC, our predecessor, converted to a REIT through the REIT Reorganization (Note 3). Effective February 15, 2012, we have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code for the year ended December 31, 2012. As a REIT, we are not subject to federal income taxes on our income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We believe that we have operated, and we intend to continue to operate, in a manner that allows us to continue to qualify as a REIT. Deferred income taxes are recorded for the corporate subsidiaries based on earnings reported. The provision for income taxes differs from the amounts currently payable because of temporary differences in the recognition of certain income and expense items for financial reporting and tax reporting purposes. Income taxes are computed under the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between tax bases and financial bases of assets and liabilities (Note 16).

W. P. Carey 2012 10-K — 73

Notes to Consolidated Financial Statements

Real Estate Ownership Operations

We expect to derive most of our REIT income from our real estate operations under our Real Estate Ownership segment. As such, our real estate operations are generally not subject to federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations are subject to certain state, local and foreign taxes, as applicable.

We hold our real estate assets under a subsidiary, Carey REIT II. Carey REIT II has elected to be taxed as a REIT under the Internal Revenue Code. We believe we have operated, and we intend to continue to operate, in a manner that allows Carey REIT II to continue to qualify as a REIT. Under the REIT operating structure, Carey REIT II is permitted to deduct distributions paid to our stockholders and generally will not be required to pay U.S. federal income taxes. Accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements related to Carey REIT II.

Investment Management Operations

We conduct our investment management operations primarily through TRSs. These operations are subject to federal, state, local and foreign taxes, as applicable. Our financial statements are prepared on a consolidated basis including these TRSs and include a provision for current and deferred taxes on these operations.

Earnings Per Share

Basic earnings per share is calculated by dividing net income available to common stockholders, as adjusted for unallocated earnings attributable to the unvested RSUs by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share reflects potentially dilutive securities (options, restricted shares and RSUs) using the treasury stock method, except when the effect would be anti-dilutive.

Future Accounting Requirement

The following Accounting Standards Update (“ASU”) promulgated by the FASB is applicable to us in future reports, as indicated:

ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment — In July 2012, the FASB issued an update to ASC 350, Intangibles — Goodwill and Other. The objective of this ASU is to simplify how entities test indefinite-lived intangible assets for impairment and to improve consistency in impairment testing guidance among long-lived asset categories. The amendments in the ASU permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test described in topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. Previous guidance under topic 350 required an entity to test indefinite-lived intangible assets for impairment, on at least an annual basis, by comparing the fair value of the asset with its carrying amount. If the fair value of an intangible asset is less than its carrying amount, an entity should recognize an impairment loss in the amount of that excess. Under the amendments in this ASU, an entity is not required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. Permitting an entity to assess qualitative factors when testing indefinite-lived intangible assets for impairment, results in guidance that is similar to the goodwill impairment testing guidance in ASU 2011-08. We do not expect the adoption to have a material impact on our financial position and results of operations.

Out-of-Period Adjustments

During 2012, we identified errors in the consolidated financial statements related to prior years. The errors were primarily attributable to the misapplication of guidance in accounting for and clerical errors related to the expropriation of land related to two investments and our reimbursement of certain affiliated costs. We concluded that these adjustments were not material, individually or in the aggregate, to our results for this or any of the prior periods, and as such, we recorded an out-of-period adjustment to increase our income from operations by $2.5 million within continuing operations primarily attributable to an increase in Gain on sale of real estate of $2.0 million in the consolidated statement of income.

In 2011, we identified an error in the consolidated financial statements related to prior years. The error relates to the misapplication of accounting guidance related to the modifications of certain leases. We concluded this adjustment, with a net impact of $0.2 million on our statement of operations for the fourth quarter of 2011, was not material to our results for the prior year periods or to the period of adjustment. Accordingly, this cumulative change was recorded in the consolidated financial statements in the fourth quarter of 2011 as

W. P. Carey 2012 10-K — 74

Notes to Consolidated Financial Statements

an out-of-period adjustment as follows: a reduction to Net investment in direct financing leases of $17.6 million and an increase in net Operating real estate of $17.9 million on the consolidated balance sheet; and an increase in Lease revenues of $0.9 million, a reduction of Impairment charges of $1.6 million, and an increase in Depreciation expense of $2.2 million on the consolidated statement of operations.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

Note 3. Merger with CPA®:15

Merger

On February 17, 2012, our predecessor, W. P. Carey & Co. LLC, and CPA®:15 entered into a definitive agreement (the “Merger Agreement”) pursuant to which CPA®:15 would merge with and into W. P. Carey Inc. The Merger is part of a larger transformation that implements our overall business strategy of expanding real estate assets under ownership, substantially increases our scale and liquidity, and provides income contribution from owned properties while preserving our investment management business. On September 13, 2012, the shareholders of W. P. Carey & Co. LLC and the stockholders of CPA®:15 approved the Merger. On September 28, 2012 (the “acquisition date”), CPA®:15 merged with and into W. P. Carey Inc, with CPA®:15 surviving as an indirect, wholly-owned subsidiary of W. P. Carey Inc. In the Merger, CPA®:15’s stockholders received for each share of CPA®:15’s common stock owned 0.2326 shares of W. P. Carey Inc. common stock, which equated to $11.40 per share of CPA®:15 common stock based on the $49.00 per share closing price of W. P. Carey & Co. LLC’s shares on the NYSE on that date, and $1.25 in cash for total consideration of $12.65 per share of CPA®:15. We paid total merger consideration of $1.5 billion, including cash of $152.4 million and the issuance of 28,170,643 shares of our common stock with a fair value of $1.4 billion on the acquisition date (the “Merger Consideration”) to the stockholders of CPA®:15 in exchange for 121,194,272 shares of CPA®:15 common stock that we did not previously own. In order to fund the cash portion of the Merger Consideration, we drew down the full amount of our existing $175.0 million Term Loan Facility (Note 12). As a condition of the Merger, we waived the subordinated disposition and termination fees that we would have been entitled to receive from CPA®:15 upon its liquidation pursuant to the terms of our advisory agreement with CPA®:15 (Note 4).

Immediately prior to the Merger, CPA®:15’s portfolio was comprised of full or partial ownership interests in 305 properties, substantially all of which were triple-net leased to 76 tenants, and totaled approximately 27 million square feet, with an occupancy rate of approximately 99%. In the Merger, we acquired these properties and their related leases with an average remaining life of 9.7 years.  In 2011, CPA®:15 recorded lease revenues of $242.2 million. We also assumed the related property debt comprised of 58 fixed-rate and 9 variable-rate non-recourse mortgage loans with a preliminary aggregate fair value of $1.2 billion and a weighted-average annual interest rate of 5.6%. During the period from January 1, 2012 through September 28, 2012, we earned $19.0 million in fees from CPA®:15 and recognized $4.5 million in equity earnings based on our ownership of shares in CPA®:15 prior to the Merger. The lease revenues and income from operations contributed from the properties acquired from the date of the Merger through December 31, 2012 were $57.3 million and $9.5 million (inclusive of $2.5 million attributable to noncontrolling interests), respectively.

We accounted for the Merger as a business combination under the acquisition method of accounting. After consideration of all applicable factors pursuant to the business combination accounting rules, we were considered the “accounting acquirer” due to various factors, including the fact that the shareholders of W. P. Carey & Co. LLC, our predecessor, held the largest portion of the voting rights in W. P. Carey Inc., upon completion of the Merger. Acquisition costs of $31.7 million related to the Merger have been expensed as incurred and classified within General and administrative expense in the consolidated statements of income for the year ended December 31, 2012.

On September 19, 2012, we acquired a 52.63% ownership interest in Marcourt Investments Inc. (“Marcourt”) from an unrelated third party. At that time, CPA®:15 held a 47.37% ownership interest in Marcourt. Marcourt owns 12 Marriott Courtyard hotels located throughout the U. S. that are leased to and operated by Marriott International, Inc. We obtained this investment in contemplation of the Merger and accounted for this step acquisition as part of the Merger. Accordingly, the assets acquired and liabilities assumed from Marcourt in this transaction are included in the table below.

The purchase price was allocated to the assets acquired and liabilities assumed, based upon their preliminary fair values. The fair values of the lease intangibles acquired were measured in a manner consistent with our purchase price allocation policy described in

W. P. Carey 2012 10-K — 75

Notes to Consolidated Financial Statements

Note 2. During the fourth quarter of 2012, we identified certain measurement period adjustments that impacted the provisional accounting, which increased the fair value of the identifiable real estate acquired and the non-controlling interests acquired by $5.6 million and $0.7 million, respectively, resulting in a $6.3 million reduction in goodwill. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in the acquisition, and the related measurement period adjustments, based on the current best estimate of management. We are in the process of finalizing our assessment of the fair value of the assets acquired and liabilities assumed. Investments in real estate, net investments in direct financing leases, equity investments in real estate, non-recourse debt and amounts attributable to noncontrolling interests were based on preliminary valuation data and estimates. Accordingly, the fair value of these assets and liabilities and the impact to goodwill are subject to change.

(In thousands):

	Initially Reported		Measurement		As Revised at
	at September 30, 2012		Period Adjustments		December 31, 2012
Total Consideration
Fair value of W. P. Carey shares of common stock issued	$	1,380,362	$	-	$	1,380,362
Cash consideration paid	152,356		-		152,356
Merger Consideration	1,532,718		-		1,532,718
Fair value of our equity interest in CPA®:15 prior to the Merger	107,147		-		107,147
Fair value of our equity interest in jointly-owned investments with CPA®:15 prior to the Merger	54,822		-		54,822
	$	1,694,687	$	-	$	1,694,687
Assets Acquired at Fair Value
Net investment in properties	$	1,758,372	$	4,500	$	1,762,872
Net investment in direct financing leases	315,789		-		315,789
Equity investments in real estate	164,886		1,361		166,247
Intangible assets (Note 8)	694,411		899		695,310
Cash and cash equivalents	178,945		-		178,945
Other assets	83,838		(2,088)		81,750
	3,196,241		4,672		3,200,913
Liabilities Assumed at Fair Value
Non-recourse debt	(1,350,755)		-		(1,350,755)
Accounts payable, accrued expenses and other liabilities (including below-market rent intangibles of $102,155)	(187,712)		917		(186,795)
	(1,538,467)		917		(1,537,550)
Total identifiable net assets	1,657,774		5,589		1,663,363
Amounts attributable to noncontrolling interests	(238,038)		679		(237,359)
Goodwill	274,951		(6,268)		268,683
	$	1,694,687	$	-	$	1,694,687

Goodwill

Two items comprise a majority of the $268.7 million of goodwill recorded in the Merger. First, at the time we entered into the Merger Agreement, the market value of our stock was $45.07 per share. The increase in the market value of our stock of $3.93 per share from the date of the Merger Agreement to $49.00 per share on the transaction date gave rise to approximately $110.8 million of the goodwill recorded, based on the fixed amount of 28,170,643 shares issued. Second, at the time we entered into the Merger Agreement, the consideration of 0.2326 shares of our common stock plus $1.25 in cash per common share of CPA®:15 represented a premium of approximately $1.33 per share over the September 30, 2011 estimated NAV of CPA®:15, which was $10.40. Management believes that the premium is supported by several factors of the combined entity, including the fact that (i) it is among the largest publicly traded REITs with greater operating and financial flexibility and better access to capital markets and with a lower cost of capital than CPA®:15 had on a stand-alone basis; (ii) the Merger eliminated costs associated with the advisory structure that CPA®:15 had previously; and (iii) the combined portfolio has greater tenant and geographic diversification and an improved overall weighted

W. P. Carey 2012 10-K — 76

Notes to Consolidated Financial Statements

average debt maturity and interest rate. Based on the number of CPA®:15 shares ultimately exchanged of 121,194,272, this premium comprised approximately $121.2 million of the goodwill. In addition to these factors, since the September 30, 2011 valuation date there was a reduction in the fair value of CPA®:15’s net assets primarily attributable to the impact of foreign currency exchange rates during the period from September 30, 2011 to the acquisition date.

The fair value of our 28,170,643 common shares issued in the Merger as part of the consideration paid for CPA®:15 of $1.5 billion was derived from the closing market price of our common stock on the acquisition date. As required by GAAP, the fair value related to the assets acquired and liabilities assumed, as well as the shares exchanged, has been computed as of the date we gained control, which was the closing date of the Merger, in a manner consistent with the methodology described above.

Goodwill is not deductible for income tax purposes.

Equity Investments and Noncontrolling Interests

Additionally, we recognized a gain on change in control of interests of $14.7 million for the year ended December 31, 2012 related to the difference between the carrying value of $92.4 million and the fair value of $107.1 million of our previously-held equity interest in 10,389,079 shares of CPA®:15’s common stock.

The Merger also resulted in our acquisition of the remaining interests in four investments in which we already had a joint interest and accounted for under the equity method (Note 7). Upon acquiring the remaining interests in these investments, we owned 100% of these investments and thus accounted for these acquisitions as step acquisitions utilizing the purchase method of accounting. Due to the change in control of the four jointly-owned investments that occurred, we recorded an aggregate gain of approximately $6.1 million related to the difference between our carrying values and the fair values of our previously-held equity interests on the acquisition date of $48.7 million and $54.8 million, respectively. Subsequent to the Merger, we consolidate these wholly-owned investments.

The fair values of our previously-held equity interests and our noncontrolling interests are based on the estimated fair market values of the underlying real estate and mortgage debt, both of which were determined by management relying in part on a third party. Real estate valuation requires significant judgment. We determined the significant inputs to be Level 3 with ranges for the entire portfolio as follows:

·Discount rates applied to the estimated net operating income of each property ranged from approximately 3.5% to 14.75%;

·Discount rates applied to the estimated residual value of each property ranged from approximately 5.75% to 12.5%;

·Residual capitalization rates applied to the properties ranged from approximately 7.0% to 11.5%.

·The fair market value of such property level debt was determined based upon available market data for comparable liabilities and by applying selected discount rates to the stream of future debt payments; and

·Discount rates applied to cash flows ranged from approximately 2.7% to 10%.

No illiquidity adjustments to the equity interests or noncontrolling interests were deemed necessary as the investments are held with affiliates and do not allow for unilateral sale or financing by any of the affiliated parties. Furthermore, the discount and/or capitalization rates utilized in the appraisals also reflect the illiquidity of real estate assets. Lastly, there were no control premiums contemplated as the investments were in individual, or a portfolio of, underlying real estate and debt, as opposed to a business operation.

W. P. Carey 2012 10-K — 77

Notes to Consolidated Financial Statements

Pro Forma Financial Information (Unaudited)

The following consolidated pro forma financial information has been presented as if the Merger, including the acquisition of Marcourt, had occurred on January 1, 2011 for the years ended 2012 and 2011. The pro forma financial information is not necessarily indicative of what the actual results would have been had the Merger occurred on that date, nor does it purport to represent the results of operations for future periods.

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

	Years Ended December 31,
	2012		2011
Pro forma total revenues	$	536,971	$	551,311
Pro forma income attributable to W. P. Carey stockholders	$	130,129	$	119,133
Pro forma earnings per share: (a)
Basic	$	1.89	$	1.73
Diluted	$	1.87	$	1.72
Pro forma weighted average shares: (b)
Basic	68,382,378		67,990,118
Diluted	69,071,391		68,268,738

(a)	The pro forma income attributable to W. P. Carey stockholders reflects combined general and administrative expenses of $31.7 million and income tax expenses of $9.6 million incurred related to the Merger for the year ended December 31, 2011 as if the Merger had taken place on January 1, 2011.
(b)	The pro forma weighted average shares outstanding for the years ended December 31, 2012 and 2011 were determined as if the 28,170,643 shares of our common stock issued to CPA®:15 stockholders in the Merger were issued on January 1, 2011.

W. P. Carey 2012 10-K — 78

Notes to Consolidated Financial Statements

Note 4. Agreements and Transactions with Related Parties

Advisory Agreements with the Managed REITs

Our predecessor had advisory agreements with each of the Managed REITs pursuant to which it earned certain fees and/or was entitled to receive cash distributions. In connection with the Merger, we entered into amended and restated advisory agreements with each of the CPA® REITs with economic terms similar to the prior agreements, which are outlined in the Annual Report on Form 10-K for the year ended December 31, 2011 as filed by our predecessor with the SEC on February 29, 2012. The amendments, which became effective as of October 1, 2012, provide for the allocation of expenses on the basis of revenues of each of the CPA® REITs rather than an allocation of time charges incurred by our personnel for each of the CPA® REITs. The CPA® REIT advisory agreements are scheduled to expire on September 30, 2013 unless otherwise renewed pursuant to their terms. The CWI advisory agreement, which was scheduled to expire on September 30, 2012, was renewed for an additional year pursuant to its terms, effective as of October 1, 2012. The following table presents a summary of revenue earned and/or cash received from the Managed REITs in connection with providing services as the advisor to the Managed REITs (in thousands):

	Years Ended December 31,
	2012		2011		2010
Asset management revenue	$	56,666	$	66,808	$	76,246
Structuring revenue	48,355		46,831		44,525
Incentive, termination and subordinated disposition revenue	-		52,515		-
Wholesaling revenue	19,914		11,664		11,096
Reimbursed costs from affiliates	98,245		64,829		60,023
Distributions of Available Cash	30,009		15,535		4,468
Deferred revenue earned	8,492		5,662		-
	$	261,681	$	263,844	$	196,358

	Years Ended December 31,
	2012		2011		2010
CPA®:14	$	-	$	59,605	$	23,387
CPA®:15	21,563		31,489		31,172
CPA®:16 – Global	50,825		40,555		28,478
CPA®:17 – Global	173,262		124,465		112,386
CWI	15,334		6,745		-
Other	697		985		935
	$	261,681	$	263,844	$	196,358

Asset Management Revenue

We earn asset management revenue from each Managed REIT, which is based on average invested assets and is calculated according to the advisory agreement for each Managed REIT. For CPA®:16 – Global prior to the CPA®:14/16 Merger and for CPA®:15 prior to the Merger, this revenue generally totaled 1% per annum, with a portion of this revenue, or 0.5%, contingent upon the achievement of specific performance criteria. For CPA®:16 – Global subsequent to the CPA®:14/16 Merger, we earn asset management revenue of 0.5% of average invested assets. For CPA®:17 – Global, we earn asset management revenue ranging from 0.5% of average market value for long-term net leases and certain other types of real estate investments up to 1.75% of average equity value for certain types of securities. For CWI, we earn asset management revenue of 0.5% of the average market value of lodging-related investments. We do not earn performance revenue from CPA®:17 – Global, CWI and, subsequent to the CPA®:14/16 Merger, from CPA®:16 – Global, but we receive up to 10% of distributions of Available Cash from their operating partnerships.

Under the terms of the advisory agreements, we may elect to receive cash or shares of stock for asset management revenue due from each Managed REIT. In 2012, we elected to receive all asset management revenue from CPA®:15 prior to the Merger in cash, while for CPA®:16 – Global, we elected to receive 50% of asset management revenue in its shares with the remaining 50% payable in cash. For CPA®:17 – Global and CWI, we elected to receive asset management revenue in their shares. For 2011, we elected to receive all asset management revenue in cash, with the exception of CPA®:17 – Global’s asset management fee, which we elected to receive in its shares. For 2011, we also elected to receive performance revenue, prior to the CPA®:14/16 Merger, from CPA®:16 – Global in

W. P. Carey 2012 10-K — 79

Notes to Consolidated Financial Statements

shares of its common stock, while for CPA®:14 prior to CPA®:14/16 Merger, and for CPA®:15 we elected to receive 80% of all performance revenue in shares of their common stock, with the remaining 20% payable in cash. We also elected to receive asset management revenue from CPA®:16 – Global in 2011 in shares of its common stock after the CPA®:14/16 Merger. For CWI, we elected to receive all asset management revenue in cash for 2011.

Reimbursed Costs from Affiliates and Wholesaling Revenue

The Managed REITs reimburse us for certain costs, primarily broker/dealer commissions paid on behalf of the Managed REITs and marketing and personnel costs. Pursuant to the amended and restated advisory agreements, expenses are now allocated based on the revenues of each of the CPA® REITs rather than an allocation of time charges incurred by our personnel for each of the CPA® REITs. In addition, we earn a selling commission of up to $0.65 per share sold and a dealer manager fee of up to $0.35 per share sold from CPA®:17 – Global. We also receive a selling commission of up to $0.70 per share sold and a dealer manager fee of up to $0.30 per share sold from CWI. We re-allow all or a portion of the dealer manager fees to selected dealers in the offerings. Dealer manager fees that are not re-allowed are classified as wholesaling revenue. Additionally, we earned a wholesaling fee of $0.15 per share sold in connection with CPA®:17 – Global’s initial public offering through April 7, 2011. We did not earn a wholesaling fee in connection with CPA®:17 – Global’s follow-on offering, which commenced on April 7, 2011.

Pursuant to its advisory agreement, upon reaching the minimum offering amount of $10.0 million on March 3, 2011, CWI became obligated to reimburse us for all organization costs and a portion of offering costs incurred in connection with its offering, up to a maximum amount (excluding selling commissions and the dealer manager fee) of 2% of the gross proceeds of its offering and distribution reinvestment plan. Through December 31, 2012, we have incurred organization and offering costs on behalf of CWI of approximately $7.4 million. However, at December 31, 2012, CWI was only obligated to reimburse us $3.1 million of these costs because of the 2% limitation described above, and $2.7 million had been reimbursed as of that date.

Incentive, Termination and Subordinated Disposition Revenue

We earn revenue related to the disposition of properties by the Managed REITs, subject to subordination provisions, which will only be recognized as the relevant conditions are met. Such revenue may include subordinated disposition revenue of no more than 3% of the value of any assets sold, payable only after stockholders have received back their initial investment plus a specified preferred return, and subordinated incentive revenue of 15% of the net cash proceeds distributable to stockholders from the disposition of properties, after recoupment by stockholders of their initial investment plus a specified preferred return. We may also, in connection with the termination of the advisory agreements for the Managed REITs, be entitled to a termination payment based on the amount by which the fair value of a Managed REITs’ properties, less indebtedness, exceeds investors’ capital plus a specified preferred return.

We waived any acquisition fees payable by CPA®:16 – Global under its advisory agreement with us in respect of the properties it acquired in the CPA®:14/16 Merger and also waived any disposition fees that may subsequently be payable by CPA®:16 – Global upon a sale of such assets. As the advisor to CPA®:14, we earned acquisition fees related to those properties when they were acquired by CPA®:14 and disposition fees on those properties to CPA®:16 – Global by CPA®:14 in the CPA®:14/16 Merger and, as a result, we and CPA®:16 – Global agreed that we should not receive fees upon the acquisition or disposition of the same properties by CPA®:16 – Global.

In connection with providing a liquidity event for CPA®:14 stockholders during the second quarter of 2011 with the completion of the CPA®:14/16 Merger, we earned termination revenue of $31.2 million and subordinated disposition revenue of $21.3 million, which we elected to receive in shares of CPA®:14 and cash, respectively. In connection with the Merger with CPA®:15, we waived the subordinated disposition and termination fees we would have been entitled to receive from CPA®:15 upon its liquidation pursuant to the terms of our advisory agreement with CPA®:15. There was no gain or loss recognized in connection with waiving these subordinated disposition and termination fees.

Structuring Revenue

Under the terms of the advisory agreements, we earn revenue in connection with structuring and negotiating investments and related financing for the Managed REITs, which we call acquisition revenue. We may receive acquisition revenue of up to an average of 4.5% of the total cost of all investments made by each CPA®REIT. Historically, a portion of this revenue (generally 2.5%) was paid when the transaction was completed, while the remainder (generally 2%) was payable in annual installments ranging from three to eight years, provided the relevant CPA®REIT met its performance criterion. For certain types of non-long term net lease investments acquired on behalf of CPA®:17 – Global, initial acquisition revenue may range from 0% to 1.75% of the equity invested plus the related acquisition revenue, with no deferred acquisition revenue being earned. For CWI, we earn initial acquisition revenue of 2.5%

W. P. Carey 2012 10-K — 80

Notes to Consolidated Financial Statements

of the total investment cost of the properties acquired and loans originated by us not to exceed 6% of the aggregate contract purchase price of all investments and loans with no deferred acquisition revenue being earned. We may also be entitled, subject to the Managed REIT board approval, to fees for structuring loan refinancing of up to 1% of the principal amount. This loan refinancing revenue, together with the acquisition revenue, is referred to as structuring revenue.

Unpaid transaction fees, including accrued interest, are included in Due from affiliates in the consolidated financial statements. Unpaid transaction fees bear interest at annual rates ranging from 5% to 7%. The following tables present the amount of unpaid transaction fees and interest earned on these fees (in thousands):

			December 31,
			2012		2011
Unpaid deferred acquisition fees			$	28,654	$	29,410
	Years Ended December 31,
	2012		2011		2010
Interest earned on unpaid deferred acquisition fees	$	1,064	$	1,332	$	1,136

Distributions of Available Cash and Deferred Revenue Earned

We receive distributions of our proportionate share of earnings up to 10% of available cash from CPA®:17 – Global, CWI, and after the UPREIT reorganization, CPA®:16 – Global, as defined in the respective advisory agreements, from their operating partnerships. As discussed under “CPA®:16 – Global UPREIT Reorganization” below, we acquired the Special Member Interest in CPA®:16 – Global’s operating partnership for $0.3 million during the second quarter of 2011. We initially recorded the Special Member Interest at its fair value of $28.3 million, which is net of approximately $6.0 million related to our ownership interest in CPA®:16 – Global that was eliminated in our consolidated financial statement, to be amortized into earnings over the expected period of performance. Cash distributions of our proportionate share of earnings from the CPA®:16 – Global and CPA®:17 – Global operating partnerships as well as deferred revenue earned from our Special Member Interest in CPA®:16 – Global’s operating partnership are recorded as Income from equity investments in real estate and the Managed REITs within the Investment Management segment. We have not yet earned or received any distributions of our proportionate share of earnings from CWI’s operating partnership because CWI has not yet generated Available Cash.

Other Transactions with Affiliates

Transactions with Estate of Wm. Polk Carey

Voting Agreement

In July 2012, we entered into a voting agreement (the “Voting Agreement”) with the Estate of Wm. Polk Carey, our Chairman and founder who passed away on January 2, 2012, pursuant to which the Estate and W. P. Carey & Co., Inc., a wholly-owned corporation of the Estate, had agreed, among other things, to vote their share of our predecessor’s common stock (the “Listed Shares”) at the special meeting of W. P. Carey & Co. LLC’s shareholders regarding the REIT Reorganization and Merger in favor of those transactions. The REIT Reorganization and Merger were approved by those shareholders on September 13, 2012 and the transactions closed on September 28, 2012.

Share Purchase Agreement

Concurrently with the execution of the Voting Agreement, we entered into a Share Purchase Agreement with the Estate pursuant to which we agreed to purchase up to an aggregate amount of $85.0 million of our common stock — or, prior to the Merger, the Listed Shares of our predecessor — beneficially owned by the Estate in the following manner: (i) prior to the date of the dissemination of the Joint Proxy Statement / Prospectus of us and CPA®:15 regarding the registration of securities with the SEC on Form S-4 in connection with the REIT Conversion and the Merger (the “Joint Proxy Statement / Prospectus”), the Estate had a one-time option to sell up to an aggregate amount of $25.0 million of Listed Shares (the “First Sale Option”), which, as discussed below, was completed on August 2, 2012; (ii) at any time following the consummation of the Merger, but on or before December 31, 2012, the Estate had a one-time option to sell up to an aggregate amount of $20.0 million of our common stock (the “Second Sale Option”), which, as discussed below, was completed on October 9, 2012; and (iii) at any time following January 1, 2013, but on or before March 31, 2013, the Estate has a one-time option to sell up to an aggregate amount of $40.0 million of our common stock (the “Third Sale Option,” and with the

W. P. Carey 2012 10-K — 81

Notes to Consolidated Financial Statements

First Sale Option and Second Sale Option, each a “Sale Option”). In connection with the exercise of a Sale Option, we agreed to pay a per share purchase price equal to 96% of the volume-weighted-average price of one Listed Share of our predecessor, and/or one share of our common stock, as applicable, for the ten (10) business days immediately prior to the date of notification of exercise.

On July 27, 2012, we received a notice from the Estate indicating its intention to fully exercise the First Sale Option, and as a result, on August 2, 2012, we repurchased 561,418 Listed shares for $25.0 million from the Estate at a price of $44.53 per share. On October 1, 2012, we received a notice from the Estate indicating its intention to fully exercise the Second Sale Option, and, as a result, on October 9, 2012, we repurchased an additional 410,964 shares of our common stock for $20.0 million from the Estate at a price of $48.67 per share. We used our Revolver (Note 12) to finance the repurchases pursuant to the First and Second Sale Options. We currently intend to borrow from our Revolver in order to finance the repurchase of our common stock pursuant to the remaining Third Sale Option if the Estate should decide to exercise it.

Because the Share Purchase Agreement contains put options that, if exercised, would obligate us to settle the transactions in cash, we account for the shares of our common stock owned by the Estate as redeemable securities in accordance with ASC 480 “Distinguishing Liabilities from Equity” and Accounting Series Release No. 268 (“ASR 268”) “Presentation in Financial Statements of Redeemable Preferred Stocks.” ASR 268 requires us to reclassify a portion of our permanent equity to redeemable equity in order to reflect the future cash obligations that could arise if the Estate were to exercise the put options requiring us to purchase its shares. When the Estate exercises a Sale Option, we will reclassify the amount from temporary equity to permanent equity, and reclassify the amount from Additional paid-in capital stock to Treasury stock. Accordingly, on the date of the execution of the Share Repurchase Agreement, we reclassified $85.0 million from Additional paid-in capital to Redeemable securities – related party, which represents the maximum amount that we would be required to pay should the Estate exercise all its Sale Options. Additionally, on August 2, 2012 and October 9, 2012, when we purchased our common stock in connection with the Estate’s exercise of the First and Second Sale Options, respectively, we reclassified $45.0 million from Redeemable securities – related party to Additional paid-in capital and reclassified the shares from Additional paid-in capital to Treasury stock.

The following table presents a reconciliation of our Redeemable securities – related party (in thousands):

	Year Ended
	December 31, 2012
Balance - beginning of year	$	-
Reclassification from permanent equity to temporary equity	85,000
Redemptions of securities	(45,000)
Balance - end of year	$	40,000

Registration Rights Agreement

Concurrently with the execution of the Voting Agreement and the Share Purchase Agreement, we and the Estate Shareholders entered into a Registration Rights Agreement (the “Registration Rights Agreement”).

The Registration Rights Agreement provides the Estate with, at any time following the consummation of the REIT Reorganization, but on or before the third anniversary thereof, subject to certain exceptions and limitations, three demand rights (the “Demand Registration Rights”) for the registration via an underwritten public offering of, in each instance, between a minimum of (i)(a) $50.0 million with respect to one Demand Registration Right, and (b) $75.0 million with respect to two Demand Registration Rights, and a maximum of (ii) $250.0 million, worth of shares of our common stock received in the REIT Conversion in exchange for the Listed Shares of our predecessor that were owned by the Estate as of the date of the Registration Rights Agreement.

Additionally, the Registration Rights Agreement provides the Estate Shareholders with, subject to certain exceptions and limitations, unlimited “piggyback” registration rights (the “Piggyback Registration Rights,” and together with the Demand Registration Rights, the “Estate Shareholders’ Registration Rights”) pertaining to the shares of our common stock received in the REIT conversion in exchange for the Listed Shares of our predecessor that were owned by the Estate as of the date of the Registration Rights Agreement.

The Estate Shareholders’ Registration Rights are subject to customary lock-up and cutback provisions, and the Registration Rights Agreement contains customary indemnification provisions. We have agreed to bear the expenses incurred in connection with the filing of any registration statements attributable to the exercise of the Estate’s Registration Rights, other than any (i) underwriting fees, discounts and sales commissions, (ii) fees, expense and disbursements of legal counsel of the Estate, and (iii) transfer taxes, in each case relating to the sale or disposition by the Estate of shares of our common stock pursuant to the Registration Rights Agreement.

W. P. Carey 2012 10-K — 82

Notes to Consolidated Financial Statements

We account for our obligations under the Registration Rights Agreement in accordance with ASC 450 “Contingencies,” which requires us to record a liability if the contingent loss is probable and the amount can be estimated. At December 31, 2012, we have not recorded a liability pertaining to our obligations under the Registration Rights Agreement because the amount cannot be reasonably estimated at this time and is not deemed probable.

CPA®:14/16 Merger

On May 2, 2011, CPA®:14 merged with and into a subsidiary of CPA®:16 – Global. In connection with the CPA®:14/16 Merger, on May 2, 2011, we purchased the remaining interests in three jointly-owned investments from CPA®:14, in which we already had a partial ownership interest, for an aggregate purchase price of $31.8 million, plus the assumption of $87.6 million of indebtedness.

In the CPA®:14/16 Merger, CPA®:14 shareholders were entitled to receive $11.50 per share, which was equal to the estimated NAV of CPA®:14 as of September 30, 2010. For each share of CPA®:14 stock owned, each CPA®:14 shareholder received a $1.00 per share special cash dividend and a choice of either (i) $10.50 in cash or (ii) 1.1932 shares of CPA®:16 – Global. The merger consideration of $954.5 million was paid by CPA®:16 – Global, including payment of $444.0 million to liquidating shareholders and issuing 57,365,145 shares of common stock with a fair value of $510.5 million on the date of closing to shareholders of CPA®:14 in exchange for 48,076,723 shares of CPA®:14 common stock. The $1.00 per share special cash distribution, totaling $90.4 million in the aggregate, was funded from the proceeds of the CPA®:14 Asset Sales. In connection with the CPA®:14/16 Merger, we agreed to purchase a sufficient number of shares of CPA®:16 – Global common stock from CPA®:16 – Global to enable it to pay the merger consideration if the cash on hand and available to CPA®:14 and CPA®:16 – Global, including the proceeds of the CPA®:14 Asset Sales and a new $320.0 million senior credit facility of CPA®:16 – Global, were not sufficient. Accordingly, we purchased 13,750,000 shares of CPA®:16 – Global on May 2, 2011 for $121.0 million, which we funded, along with other obligations, with cash on hand and $121.4 million drawn on our then-existing unsecured line of credit.

Upon consummation of the CPA®:14/16 Merger, we earned revenues of $31.2 million in connection with the termination of the advisory agreement with CPA®:14 and $21.3 million of subordinated disposition revenues. We elected to receive our termination revenue in 2,717,138 shares of CPA®:14, which were exchanged into 3,242,089 shares of CPA®:16 – Global in the CPA®:14/16 Merger. Upon closing of the CPA®:14/16 Merger, we received 13,260,091 shares of common stock of CPA®:16 – Global in respect of our shares of CPA®:14.

CAM waived any acquisition fees payable by CPA®:16 – Global under its advisory agreement with CAM in respect of the properties acquired in the CPA®:14/16 Merger and also waived any disposition fees that may subsequently be payable by CPA®:16 – Global upon a sale of such assets. As the advisor to CPA®:14, CAM earned acquisition fees related to those properties acquired by CPA®:14 and disposition fees on those properties upon the liquidation of CPA®:14 and, as a result, CAM and CPA®:16 – Global agreed that CAM should not receive fees upon the acquisition or disposition of the same properties by CPA®:16 – Global.

CPA®:16 – Global UPREIT Reorganization

Immediately following the CPA®:14/16 Merger on May 2, 2011, CPA®:16 – Global completed an internal reorganization whereby CPA®:16 – Global formed an UPREIT, which was approved by CPA®:16 – Global stockholders in connection with the CPA®:14/16 Merger (the “CPA®:16 – Global UPREIT Reorganization”). In connection with the formation of the UPREIT, CPA®:16 – Global contributed substantially all of its assets and liabilities to an operating partnership in exchange for a managing member interest and units of membership interest in the operating partnership, which together represent a 99.985% capital interest of the Managing Member. Through a subsidiary, we acquired a Special Member Interest of 0.015% in the operating partnership for $0.3 million, entitling us to receive certain profit allocations and distributions of cash.

As consideration for the Special Member Interest, we amended our advisory agreement with CPA®:16 – Global to give effect to this UPREIT reorganization and to reflect a revised fee structure whereby (i) our asset management fees are prospectively reduced to 0.5% from 1.0% of the asset value of a property under management, (ii) the former 15% subordinated incentive fee and termination fees have been eliminated and replaced by (iii) a 10% Special General Partner Available Cash Distribution and (iv) the 15% Final Distribution, each defined below. The sum of the new 0.5% asset management fee and the Available Cash Distribution is expected to be lower than the original 1.0% asset management fee; accordingly, the Available Cash Distribution is contractually limited to 0.5% of the value of CPA®:16 – Global’s assets under management. However, the amount of after-tax cash we receive pursuant to this revised structure is anticipated to be greater than the amount we received under the previous arrangement. The fee structure related to initial acquisition fees, subordinated acquisition fees and subordinated disposition fees for CPA®:16 – Global remains unchanged.

W. P. Carey 2012 10-K — 83

Notes to Consolidated Financial Statements

As Special General Partner, we are entitled to 10% of the operating partnership’s available cash (the “Available Cash Distribution”), which was defined as the operating partnership’s cash generated from operations, excluding capital proceeds, as reduced by operating expenses and debt service, excluding prepayments and balloon payments. We may elect to receive our Available Cash Distribution in shares of CPA®:16 – Global’s common stock. In the event of a capital transaction such as a sale, exchange, disposition or refinancing of CPA®:16 – Global’s assets, we are also entitled to receive a Final Distribution equal to 15% of residual returns after giving effect to a 100% return of the Managing Member’s invested capital plus a 6% priority return.

We initially recorded the Special Member Interest as an equity investment at its fair value of $28.3 million and an equal amount of deferred revenues (Note 7), which was net of approximately $6.0 million related to our ownership interest of approximately 17.5% in CPA®:16 – Global that was eliminated in our consolidated financial statements. We recognize the deferred revenue earned from our Special Member Interest in CPA®:16 – Global’s operating partnership into earnings on a straight-line basis over the expected period of performance, which is currently estimated at three years based on the stated intended life of CPA®:16 – Global as described in its offering documents. The amount of deferred revenue recognized during the years ended December 31, 2012 and 2011 was $8.5 million and $5.7 million, respectively. The amount of deferred revenue recognized in 2012 and 2011 was net of $0.9 million and $0.6 million, respectively, in amortization associated with the basis differential generated by the Special Member Interest in CPA®:16 – Global’s operating partnership and our underlying claim on the net assets of CPA®:16 – Global. We determined the fair value of the Special Member Interest based upon a discounted cash flow model, which included assumptions related to estimated future cash flows of CPA®:16 – Global and the estimated duration of the fee stream of three years. The equity investment is evaluated for impairment consistent with the policy described in Note 2. At December 31, 2012 and 2011, the unamortized balance of the deferred revenue was $12.6 million and $22.0 million, respectively.

Other

We own interests in entities ranging from 3% to 95%, as well as jointly-controlled tenancy-in-common interests in properties, with the remaining interests generally held by affiliates, and own common stock in each of the Managed REITs. We consolidate certain of these investments and account for the remainder under the equity method of accounting.

One of our directors and officers was the sole shareholder of Livho, a subsidiary that operates a hotel investment. We consolidated the accounts of Livho in our consolidated financial statements because it was a VIE and we were its primary beneficiary. In order to streamline Livho’s corporate structure, in August 2012, the director and officer transferred his ownership interest in Livho for no consideration to one of our subsidiaries, Carey REIT II Inc. No gain or loss was recognized in this transaction. Immediately after the ownership transfer, we became the sole shareholder of Livho and we continue to consolidate the accounts of Livho.

Family members of one of our directors have an ownership interest in certain companies that own noncontrolling interests in one of our French majority-owned subsidiaries. These ownership interests are subject to substantially the same terms as all other ownership interests in the subsidiary companies.

A former employee owns a redeemable noncontrolling interest (Note 14) in W. P. Carey International LLC (“WPCI”), a subsidiary company that structures net lease transactions on behalf of the CPA® REITs outside of the U.S., as well as certain related entities.

During February 2011, we loaned $90.0 million at an annual interest rate of 1.15% to CPA®:17 – Global, which was repaid on April 8, 2011, its maturity date. During May 2011, we loaned $4.0 million at the 30-day LIBOR plus 2.5% to CWI which was repaid on June 6, 2011. In addition, during September 2011, we loaned $2.0 million at LIBOR plus 0.9% to CWI, of which $1.0 million was repaid on September 13, 2011 and the remaining $1.0 million was repaid on October 6, 2011. In connection with these loans, we received interest income from CWI and CPA®:17 – Global totaling $0.2 million during the year ended December 31, 2011.

For related party transactions that occurred subsequent to December 31, 2012, please see Note 20.

W. P. Carey 2012 10-K — 84

Notes to Consolidated Financial Statements

Note 5. Net Investments in Properties

Real Estate

Real estate, which consists of land and buildings leased to others, at cost, and which are subject to operating leases, is summarized as follows (in thousands):

	December 31,
	2012		2011
Land	$	509,530	$	111,483
Buildings	1,822,083		534,999
Less: Accumulated depreciation	(116,075)		(118,054)
	$	2,215,538	$	528,428

Real Estate Acquired During 2012 – As discussed in Note 3, we acquired properties in the Merger, which increased the carrying value of our real estate by $1.8 billion during the year ended December 31, 2012. Other acquisitions of real estate during this period are disclosed in Note 4 and assets disposed of are disclosed in Note 17. Impairment charges recognized on certain properties are discussed in Note 11. During this period, the U.S. dollar weakened against the euro, as the end-of-period rate for the U.S. dollar in relation to the euro at December 31, 2012 increased by 2.1% to $1.3218 from $1.2950 at December 31, 2011. The impact of this weakening was a $12.9 million increase in Real estate from December 31, 2011 to December 31, 2012.

On September 13, 2012, we acquired an interest in an investment leased to the Walgreens Co. at a total cost of $24.8 million, including net lease intangible assets totaling $6.6 million (Note 8) and acquisition-related costs. We updated our purchase price allocation during the fourth quarter of 2012, and recorded a measurement period adjustment of $5.3 million to reduce land and buildings and to increase net lease intangibles. We deemed this investment to be a real estate asset acquisition, and as such, we capitalized acquisition-related costs of $0.2 million. The Walgreens Co. leases are classified as operating leases.

Real Estate Acquired During 2011 – As discussed in Note 4, in connection with the CPA®:14/16 Merger in May 2011, we purchased the remaining interests in certain investments, in which we already had a joint interest, from CPA®:14 as part of the CPA®:14 Asset Sales. These three investments, which lease properties to Checkfree, Federal Express and Amylin, had an aggregate fair value of $174.8 million at the date of acquisition. Prior to this purchase, we had consolidated the Checkfree investments and accounted for the Federal Express and Amylin investments under the equity method. As part of the transaction, we assumed the related non-recourse mortgages on the Federal Express and Amylin investments. These two mortgages and the mortgage on the Checkfree investment had an aggregate fair value of $117.1 million at the date of acquisition (Note 12). Amounts provided are the total amounts attributable to the jointly-owned investments’ properties and do not represent the proportionate share that we purchased. Upon acquiring the remaining interests in the investments leased to Federal Express and Amylin, we owned 100% of these investments and accounted for these acquisitions as step acquisitions utilizing the purchase method of accounting. Due to the change in control of the investments that occurred, and in accordance with ASC 810 involving a step acquisition where control is obtained and there is a previously held equity interest, we recorded an aggregate gain of approximately $27.9 million related to the difference between our respective carrying values and the fair values of our previously held interests on the acquisition date. Subsequent to our acquisition, we consolidate all of these wholly-owned investments. The consolidation of these investments resulted in an increase of $90.2 million and $40.8 million to Real estate, net and net lease intangibles, respectively, in May 2011.

During 2011, we reclassified real estate with a net carrying value of $17.9 million to Real estate in connection with an out-of-period adjustment (Note 2).

W. P. Carey 2012 10-K — 85

Notes to Consolidated Financial Statements

Operating Real Estate

Operating real estate, which consists of our investments in 21 self-storage properties through Carey Storage and our Livho hotel subsidiary, at cost, is summarized as follows (in thousands):

	December 31,
	2012		2011
Land	$	22,158	$	24,031
Buildings	77,545		85,844
Less: Accumulated depreciation	(19,993)		(17,121)
	$	79,710	$	92,754

During the year ended December 31, 2012, we recognized an impairment charge of $10.5 million on our hotel property to write down the property’s carrying value to its estimated fair value as a result of a decrease in fair value and in the estimated holding period of the hotel (Note 11).

Real Estate Under Construction

At December 31, 2012, real estate under construction was $2.9 million, recorded at cost.

Scheduled Future Minimum Rents

Scheduled future minimum rents, exclusive of renewals and expenses paid by tenants and future CPI-based increases under non-cancelable operating leases, at December 31, 2012 are as follows (in thousands):

Years Ending December 31,	Total
2013	$	272,559
2014	270,952
2015	249,266
2016	227,445
2017	213,292
Thereafter	1,078,071
Total	$	2,311,585

Note 6. Finance Receivables

Assets representing rights to receive money on demand or at fixed or determinable dates are referred to as finance receivables. Our finance receivable portfolios consist of our Net investments in direct financing leases and deferred acquisition fees. Operating leases are not included in finance receivables as such amounts are not recognized as an asset in the consolidated balance sheets.

Net Investment in Direct Financing Leases

Net investment in direct financing leases is summarized as follows (in thousands):

	December 31,
	2012		2011
Minimum lease payments receivable	$	430,514	$	29,986
Unguaranteed residual value	375,706		57,218
	806,220		87,204
Less: unearned income	(430,215)		(29,204)
	$	376,005	$	58,000

During 2012, we sold our net investment in a direct financing lease for $2.0 million, net of selling costs, and recognized a net loss on sale of $0.2 million. In connection with the Merger in September 2012, we acquired 15 direct financing leases with a total fair value of

W. P. Carey 2012 10-K — 86

Notes to Consolidated Financial Statements

$315.8 million (Note 3). During the years ended December 31, 2012 and 2011, in connection with our annual reviews of the estimated residual values of our properties, we recorded no impairment charges related to direct financing leases. We recorded $1.1 million in impairment charges related to several direct financing leases in 2010. Impairment charges related primarily to other-than-temporary declines in the estimated residual values of the underlying properties due to market conditions (Note 11). In the fourth quarter of 2011, we also recorded $1.6 million in connection with an out-of-period adjustment (Note 2). At December 31, 2012 and 2011, Other assets, net included $0.2 million and less than $0.1 million, respectively, of accounts receivable related to amounts billed under these direct financing leases.

During 2011, we reclassified $17.6 million out of Net investments in direct financing leases in connection with an out-of-period adjustment (Note 2).

Scheduled future minimum rents, exclusive of renewals and expenses paid by tenants, percentage of sales rents and future CPI-based adjustments, under non-cancelable direct financing leases at December 31, 2012 are as follows (in thousands):

Years Ending December 31,	Total
2013	$	34,573
2014	32,277
2015	31,968
2016	30,150
2017	29,707
Thereafter	271,839
Total	$	430,514

Deferred Acquisition Fees Receivable

As described in Note 4, we earn revenue in connection with structuring and negotiating investments and related mortgage financing for the Managed REITs. A portion of this revenue is due in equal annual installments ranging from three to four years, provided the Managed REITs meet their respective performance criteria. Unpaid deferred installments, including accrued interest, from all of the Managed REITs were included in Due from affiliates in the consolidated financial statements.

Credit Quality of Finance Receivables

We generally seek investments in facilities that we believe are critical to a tenant’s business and that we believe have a low risk of tenant defaults. At both December 31, 2012 and 2011, none of our finance receivables were past due and we had not established any allowances for credit losses. As discussed above, we acquired 15 direct financing leases with a total fair value of $315.8 million from CPA®:15 in connection with the Merger (Note 3). There were no modifications of finance receivables for either of the years ended December 31, 2012 or 2011. We evaluate the credit quality of our tenant receivables utilizing an internal 5-point credit rating scale, with 1 representing the highest credit quality and 5 representing the lowest. The credit quality evaluation of our tenant receivables was last updated in the fourth quarter of 2012. We believe the credit quality of our deferred acquisition fees receivable falls under category 1, as the CPA® REITs are expected to have the available cash to make such payments.

A summary of our finance receivables by internal credit quality rating is as follows (dollars in thousands):

	Number of Tenants at		Net Investments in Direct Financing Leases at
Internal Credit Quality Indicator	December 31, 2012	December 31, 2011	December 31, 2012		December 31, 2011
1	3	8	$	46,398	$	46,694
2	4	2	49,764		11,306
3	8	-	257,281		-
4	4	-	22,562		-
5	-	-	-		-
			$	376,005	$	58,000

W. P. Carey 2012 10-K — 87

Notes to Consolidated Financial Statements

Note 7. Equity Investments in Real Estate and the Managed REITs

We own interests in the Managed REITs and unconsolidated real estate investments. We account for our interests in these investments under the equity method of accounting (i.e., at cost, increased or decreased by our share of earnings or losses, less distributions, plus contributions and other adjustments required by equity method accounting, such as basis differences from other-than-temporary impairments). These investments are summarized below.

Income from equity investments in real estate represents our proportionate share of the income or losses of these investments as well as certain depreciation and amortization adjustments related to other-than-temporary impairment charges. The following table presents information about our equity income from the Managed REITs and other jointly-owned investments (in thousands):

	Years Ended December 31,
	2012		2011		2010
Equity earnings from equity investments in the Managed REITs	$	5,509	$	16,928	$	10,480
Other-than-temporary impairment charges on CPA®:16 – Global operating partnership	(9,910)		-		-
Distributions of Available Cash (Note 4)	30,009		15,535		4,468
Deferred revenue earned (Note 4)	8,492		5,662		-
Equity income from the Managed REITs	34,100		38,125		14,948
Equity earnings from other equity investments	28,292		13,103		16,044
Total income from equity investments in real estate and the Managed REITs	$	62,392	$	51,228	$	30,992

Managed REITs

We own interests in the Managed REITs and account for these interests under the equity method because, as their advisor and through our ownership in their common stock, we do not exert control over, but we do have the ability to exercise significant influence on, the Managed REITs. We earn asset management and we earned performance revenue from the Managed REITs and have elected, in certain cases, to receive a portion of this revenue in the form of common stock of the Managed REITs rather than cash.

The following table sets forth certain information about our investments in the Managed REITs (dollars in thousands):

	% of Outstanding Shares Owned at		Carrying Amount of Investment at
Fund	December 31, 2012	December 31, 2011	December 31, 2012 (a)		December 31, 2011
CPA®:15(b)	(c)	7.7%	$	-	$	93,650
CPA®:16 – Global (d) (e) (f)	18.3%	17.9%	313,441		338,964
CPA®:17 – Global(g)	1.3%	0.9%	38,977		21,277
CWI	0.4%	0.5%	727		121
			$	353,145	$	454,012

(a)	Includes asset management fees receivable, for which 128,992 shares, 84,595 shares and 9,842 shares of CPA®:17 – Global, CPA®:16 – Global and CWI, respectively, were issued during the first quarter of 2013.
(b)	Prior to the Merger, we received distributions of $5.6 million, $6.9 million and $6.2 million from this investment during 2012, 2011 and 2010, respectively.
(c)	On September 28, 2012, we acquired all the remaining interests in CPA®:15 and now consolidate this entity (Note 3).
(d)	During the year ended December 31, 2012, we recognized other-than-temporary impairment charges totaling $9.9 million on our special member interest in CPA®:16 – Global’s operating partnership to reduce the carrying value of our interest in the operating partnership to its estimated fair value (Note 9).
(e)	At December 31, 2011, our investment in CPA®:16 – Global comprised more than 20% of our total assets. Therefore, we refer to the audited financials of CPA®:16 – Global filed on February 26, 2013.
(f)	We received distributions of $39.7 million, $18.6 million and $4.1 million from this investment during 2012, 2011 and 2010, respectively.
(g)	We received distributions of $16.2 million, $10.0 million and $4.7 million from this investment during 2012, 2011 and 2010, respectively.

W. P. Carey 2012 10-K — 88

Notes to Consolidated Financial Statements

The following tables present preliminary combined summarized financial information for the Managed REITs. Amounts provided are expected total amounts attributable to the Managed REITs and do not represent our proportionate share (in thousands):

	December 31,
	2012		2011
Assets	$	8,052,546	$	9,184,111
Liabilities	(3,959,756)		(4,896,116)
Redeemable noncontrolling interests	(21,747)		(21,306)
Noncontrolling interests	(170,140)		(330,873)
Stockholders’ equity	$	3,900,903	$	3,935,816

	Years Ended December 31,
	2012		2011		2010
Revenues	$	809,364	$	789,933	$	737,369
Expenses (a) (b)	(626,422)		(599,822)		(501,216)
Income from continuing operations	$	182,942	$	190,111	$	236,153
Net income attributable to the Managed REITs (c) (d)	$	123,815	$	123,479	$	189,155

(a)	Total net expenses recognized by the Managed REITs during the year ended December 31, 2012 included $3.1 million of Merger-related expenses incurred by CPA®:15, of which our share was approximately $0.2 million.
(b)	Total net expenses recognized by the Managed REITs during the year ended December 31, 2011 included the following items related to the CPA®:14/16 Merger: (i) $78.8 million of net gains recognized by CPA®:14 in connection with selling certain properties to us, CPA®:17 – Global and third parties, of which our share was approximately $7.4 million; (ii) a net gain of $28.7 million recognized by CPA®:16 – Global in connection with the CPA®:14/16 Merger as a result of the fair value of CPA®:14 exceeding the total merger consideration, of which our share was approximately $5.0 million; (iii) $13.6 million of expenses incurred by CPA®:16 – Global related to the CPA®:14/16 Merger, of which our share was approximately $2.4 million; and (iv) a $2.8 million net loss recognized by CPA®:16 – Global in connection with the prepayment of certain non-recourse mortgages, of which our share was approximately $0.5 million.
(c)	Inclusive of impairment charges recognized by the Managed REITs totaling $25.0 million, $57.7 million and $51.4 million during the years ended December 31, 2012, 2011 and 2010, respectively, of which $6.9 million, $45.1 million and $17.4 million were included in discontinued operations, respectively. These impairment charges reduced our income earned from these investments by approximately $4.2 million, $7.8 million and $3.0 million during the years ended December 31, 2012, 2011 and 2010, respectively.
(d)	Amounts included net gains on sale of real estate recorded by the Managed REITs totaling $35.4 million, $45.4 million and $30.5 million during the years ended December 31, 2012, 2011 and 2010, respectively, of which $29.6 million, $16.7 million and $14.6 million, were reflected within discontinued operations, respectively.

W. P. Carey 2012 10-K — 89

Notes to Consolidated Financial Statements

Interests in Unconsolidated Real Estate Investments

We own interests in single-tenant net leased properties that are leased to corporations through noncontrolling interests (i) in partnerships and limited liability companies that we do not control but over which we exercise significant influence or (ii) as tenants-in-common subject to common control. Generally, the underlying investments are jointly-owned with affiliates. We account for these investments under the equity method of accounting.

The following table sets forth our ownership interests in our equity investments in real estate, excluding the Managed REITs, and their respective carrying values (dollars in thousands):

	Ownership Interest	Carrying Value at December 31,
Lessee	at December 31, 2012	2012		2011
Schuler A.G. (a) (b) (c) (d)	67%	$	62,006	$	19,958
Hellweg Die Profi-Baumarkte GmbH & Co. KG (Hellweg 2) (a) (c)	45%	42,387		1,062
Advanced Micro Devices (b) (e)	33%	23,667		-
The New York Times Company(f)	18%	20,584		19,647
C1000 Logistiek Vastgoed B.V. (a) (b) (e)	15%	14,929		-
Del Monte Corporation (b) (e)	50%	8,318		-
U. S. Airways Group, Inc. (b) (g)	75%	7,995		7,415
The Talaria Company (Hinckley) (e)	30%	7,702		-
The Upper Deck Company (b) (e)	50%	7,198		-
Waldaschaff Automotive GmbH and Wagon Automotive Nagold GmbH (a) (e)	33%	6,323		-
Builders FirstSource, Inc. (e)	40%	5,138		-
PETsMART, Inc. (e)	30%	3,808		-
Consolidated Systems, Inc. (b)	60%	3,278		3,387
Carrefour France, SAS (a)	(h)	-		20,014
Médica – France, S.A. (a)	(i)	-		4,430
Hologic, Inc.	(h)	-		4,429
Childtime Childcare, Inc.	(h)	-		4,419
Symphony IRI Group, Inc. (j) (k) (l)	(h)	-		(24)
SaarOTEC (a) (e) (k)	50%	(116)		-
Wanbishi Archives Co. Ltd. (a) (k) (m)	3%	(736)		-
		$	212,481	$	84,737

(a)	The carrying value of the investment is affected by the impact of fluctuations in the exchange rate of the foreign currency.
(b)	Represents a tenancy-in-common interest, under which the investment is under common control by us and our investment partner.
(c)	In connection with the Merger, we acquired an additional interest in this investment from CPA®:15.
(d)	We received distributions of $8.2 million, $2.4 million and $2.3 million from this investment during 2012, 2011 and 2010, respectively.
(e)	We acquired our interest in this investment in connection with the Merger (Note 3).
(f)	We received distributions of $3.2 million and $4.4 million from this investment during 2012 and 2011, respectively.
(g)	We received distributions of $2.4 million, $2.2 million and $2.5 million from this investment during 2012, 2011 and 2010, respectively.
(h)	In connection with the Merger, we acquired the remaining interest in this investment from CPA®:15. Subsequent to the Merger, we consolidate this investment.
(i)	In April 2012, this jointly-owned entity sold its interests in the investment for approximately $76.5 million and recognized a net gain on sale of approximately $34.0 million. Our share of the gain was approximately $15.1 million. Amounts are based on the exchange rate of the euro on the date of sale.
(j)	In 2011, this jointly-owned entity sold one of its properties and distributed the proceeds to the entity partners. Our share of the proceeds was approximately $1.4 million, which exceeded our total investment in the entity at that time. During the first quarter

W. P. Carey 2012 10-K — 90

Notes to Consolidated Financial Statements

	of 2011, we recognized an other-than-temporary impairment charge of $0.2 million to reflect the decline in the estimated fair value of the entity’s underlying net assets in comparison with the carrying value of our interest in this investment.
(k)	At December 31, 2012, or 2011, as applicable, we intended to fund our share of the investment’s future operating deficits if the need arose. However, we had no legal obligation to pay for any of the investment’s liabilities nor did we have any legal obligation to fund operating deficits.
(l)	We received distributions of $2.6 million from this investment during 2011.
(m)	We acquired our interest in this investment in 2012 as discussed below.

The following tables present combined summarized financial information of our equity investments. Amounts provided are the total amounts attributable to the investments and do not represent our proportionate share (in thousands):

	December 31,
	2012		2011
Assets	$	1,286,294	$	1,026,124
Liabilities	(799,422)		(706,244)
Redeemable noncontrolling interest	(21,747)		(21,306)
Partners’/members’ equity	$	465,125	$	298,574

	Years Ended December 31,
	2012		2011		2010
Revenues	$	108,242	$	118,819	$	146,214
Expenses	(64,453)		(75,992)		(79,665)
Impairment charge (b)	-		(8,602)		-
Income from continuing operations	$	43,789	$	34,225	$	66,549
Net income attributable to equity method investees (a) (b)	$	79,591	$	34,225	$	66,549

(a)	Amount during the year ended December 31, 2012 included a net gain of approximately $34.0 million recognized by a jointly-owned entity as a result of selling its interests in the Médica investment. Our share of the gain was approximately $15.1 million.
(b)	Amount during the year ended December 31, 2011 included an impairment charge of $8.6 million incurred by a jointly-owned entity that leased property to Symphony IRI Group, Inc. in connection with a potential sale of the property, of which our share was approximately $0.4 million. The entity completed the sale in June 2011.

2012 – In December 2012, an entity in which we and CPA®:17 – Global hold 3% and 97% interests, respectively, purchased a distribution/warehouse in Japan for $52.1 million. Our share of the purchase price was approximately $1.5 million. We account for this investment under the equity method of accounting, as we do not have a controlling interest in the entity but exercise significant influence over it. In connection with this investment, the entity obtained mortgage financing on the property of $31.6 million at an annual interest rate of 2% and term of five years. Our share of the financing was approximately $0.9 million. Amounts are based on the exchange rate of the Japanese yen on the date of acquisition.

Note 8. Intangible Assets and Liabilities and Goodwill

In connection with our acquisitions of properties, we have recorded net lease intangibles which are being amortized over periods ranging from one year to 40 years. In-place lease, tenant relationship and above-market rent intangibles are included in Intangible assets and goodwill, net in the consolidated financial statements. Below-market rent intangibles are included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements.

W. P. Carey 2012 10-K — 91

Notes to Consolidated Financial Statements

In connection with our investment activity during the year ended December 31, 2012, comprised of the Merger (Note 3) and the Walgreens acquisition (Note 5), we have recorded net lease intangibles comprised as follows (dollars in thousands):

		Initially		Measurement		As
	Weighted-Average	Reported at		Period		Revised at
	Life	September 30, 2012		Adjustments		December 31, 2012
Amortizable Intangible Assets
Lease intangibles:
In-place lease	12.9	$	413,198	$	5,322	$	418,520
Above-market rent	11.7	284,174		790		284,964
Total intangible assets		$	697,372	$	6,112	$	703,484
Amortizable Intangible Liabilities
Below-market rent	29.9	$	(79,312)	$	(1,111)	$	(80,423)
Above-market ground lease	11.8	(6,896)		-		(6,896)
Unamortizable Intangible Liabilities
Below-market purchase option		(16,711)		314		(16,397)
Total intangible liabilities		$	(102,919)	$	(797)	$	(103,716)

In connection with the Merger, we recorded goodwill of $268.7 million as a result of the Merger Consideration exceeding the fair value of the assets acquired and liabilities assumed (Note 3). The goodwill was attributed to our Real Estate Ownership reporting unit as it relates to the real estate assets we acquired. The following table presents a reconciliation of our goodwill (in thousands):

	Investment		Real Estate
	Management		Ownership		Total
Balance at January 1, 2010	$	63,607	$	-	$	63,607
Activity	-		-		-
Balance at December 31, 2010	63,607		-		63,607
Activity	-		-		-
Balance at December 31, 2011	63,607		-		63,607
Acquisition of CPA®:15	-		268,683		268,683
Allocation of goodwill to dispositions of properties within the reporting unit (a)	-		(3,158)		(3,158)
Balance at December 31, 2012	$	63,607	$	265,525	$	329,132

(a) Amount is included in (Loss) gain on sale of real estate within discontinued operations.

W. P. Carey 2012 10-K — 92

Notes to Consolidated Financial Statements

Intangible assets and liabilities and goodwill are summarized as follows (in thousands):

	December 31,
	2012						2011
	Carrying		Accumulated				Carrying		Accumulated
	Amount		Amortization		Total		Amount		Amortization		Total
Amortizable Intangible Assets
Management contracts	$	32,765	$	(31,283)	$	1,482	$	32,765	$	(30,172)	$	2,593
	32,765		(31,283)		1,482		32,765		(30,172)		2,593
Lease Intangibles: (a)
In-place lease	474,629		(27,351)		447,278		62,162		(17,585)		44,577
Other intangibles	8,149		(3,406)		4,743		10,968		(4,586)		6,382
Above-market rent	293,627		(13,742)		279,885		9,905		(5,082)		4,823
	776,405		(44,499)		731,906		83,035		(27,253)		55,782
Unamortizable Goodwill and Indefinite-Lived Intangible Assets
Goodwill	329,132		-		329,132		63,607		-		63,607
Trade name	3,975		-		3,975		3,975		-		3,975
	333,107		-		333,107		67,582		-		67,582
Total Intangible Assets	$	1,142,277	$	(75,782)	$	1,066,495	$	183,382	$	(57,425)	$	125,957
Amortizable Intangible Liabilities
Below-market rent	$	(86,171)	$	3,227	$	(82,944)	$	(6,455)	$	1,482	$	(4,973)
Above-market ground lease	(6,896)		103		(6,793)		-		-		-
	(93,067)		3,330		(89,737)		(6,455)		1,482		(4,973)
Unamortizable Intangible Liabilities
Below-market purchase option	(16,711)		-		(16,711)		-		-		-
Total Intangible Liabilities	$	(109,778)	$	3,330	$	(106,448)	$	(6,455)	$	1,482	$	(4,973)

__________

(a)The fair value of the below-market purchase option was equal to the residual value at the date of acquisition.

Net amortization of intangibles, including the effect of foreign currency translation, was $24.7 million, $4.0 million and $1.3 million for the years ended December 31, 2012, 2011 and 2010, respectively. Amortization of below-market rent, above-market rent and above-market ground lease intangibles is recorded as an adjustment to Lease revenues, while amortization of in-place lease and tenant relationship intangibles is included in Depreciation and amortization.

Based on the intangible assets and liabilities recorded at December 31, 2012, scheduled annual net amortization for each of the next five years and thereafter is as follows (in thousands):

Years Ending December 31,	Total
2013	$	84,274
2014	79,533
2015	72,016
2016	70,050
2017	66,667
Thereafter	271,111
Total	$	643,651

W. P. Carey 2012 10-K — 93

Notes to Consolidated Financial Statements

Note 9. Fair Value Measurements

For fair value measurements, the fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps and swaps; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions.

Items Measured at Fair Value on a Recurring Basis

The methods and assumptions described below were used to estimate the fair value of each class of financial instrument. For significant Level 3 items we have also provided the unobservable inputs along with their weighted average ranges.

Money Market Funds — Our money market funds, which are included in Cash in the consolidated financial statements, are comprised of government securities and U.S. Treasury bills. These funds were classified as Level 1 as we used quoted prices from active markets to determine their fair values.

Derivative Assets — Our derivative assets, which are included in Other assets, net in the consolidated financial statements, are comprised of foreign currency forward contracts and stock warrants that were acquired from CPA®:15 through the Merger. The foreign currency forward contracts were measured at fair value using readily observable market inputs, such as quotations on interest rates, and were classified as Level 2 as these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in the open market. The stock warrants were measured at fair value using internal valuation models that incorporate market inputs and our own assumptions about future cash flows. We classified these assets as Level 3 because these assets are not traded in an active market.

Derivative Liabilities — Our derivative liabilities, which are included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements, are comprised of interest rate swaps, a substantial amount of which were acquired from CPA®:15 through the Merger (Note 10). These derivative instruments were measured at fair value using readily observable market inputs, such as quotations on interest rates. These derivative instruments were classified as Level 2 because they are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market.

Other Securities — Our other securities, which are included in Other assets, net in the consolidated financial statements, are primarily comprised of our interest in a commercial mortgage loan securitization known as the Carey Commercial Mortgage Trust (“CCMT”). We classified these assets as Level 3 because these assets are not traded in an active market. We estimated the fair value of these assets using internal valuation models that incorporate market inputs and our own assumptions about future cash flows.

Redeemable Noncontrolling Interest — We account for the noncontrolling interest in WPCI as a redeemable noncontrolling interest. We determined the valuation of the redeemable noncontrolling interest using widely accepted valuation techniques, including expected discounted cash flows of the investment as well as the income capitalization approach, which considers prevailing market capitalization rates. We classified this liability as Level 3. Unobservable inputs for WPCI include a discount for lack of marketability, a discount rate and EBITDA multiples with weighted average ranges of 20% — 30%, 22% — 26% and 3x — 5x, respectively. Significant increases or decreases in any one of these inputs in isolation would result in significant changes in the fair value measurement.

W. P. Carey 2012 10-K — 94

Notes to Consolidated Financial Statements

The following tables set forth our assets and liabilities that were accounted for at fair value on a recurring basis. Assets and liabilities presented below exclude assets and liabilities owned by equity investments (in thousands):

			Fair Value Measurements at December 31, 2012 Using:
			Quoted Prices in
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	231	$	231	$	-	$	-
Derivative assets	1,745		-		25		1,720
Total	$	1,976	$	231	$	25	$	1,720
Redeemable Noncontrolling Interestand Liabilities:
Redeemable noncontrolling interest	$	7,531	$	-	$	-	$	7,531
Derivative liabilities	24,578		-		24,578		-
Total	$	32,109	$	-	$	24,578	$	7,531

			Fair Value Measurements at December 31, 2011 Using:
			Quoted Prices in
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Other securities	$	233	$	-	$	-	$	233
Money market funds	35		35		-		-
Total	$	268	$	35	$	-	$	233
Redeemable Noncontrolling Interest and Liabilities:
Redeemable noncontrolling interest	$	7,700	$	-	$	-	$	7,700
Derivative liabilities	4,175		-		4,175		-
Total	$	11,875	$	-	$	4,175	$	7,700

W. P. Carey 2012 10-K — 95

Notes to Consolidated Financial Statements

	Fair Value Measurements Using
	Significant Unobservable Inputs (Level 3 Only)
	Year Ended December 31, 2012								Year Ended December 31, 2011
	Assets								Assets
							Redeemable								Redeemable
	Other		Derivative		Total		Noncontrolling		Other		Derivative		Total		Noncontrolling
	Securities		Assets		Assets		Interest		Securities		Assets		Assets		Interest
Beginning balance	$	233	$	-	$	233	$	7,700	$	263	$	-	$	263	$	7,546
Total gains or losses (realized and unrealized):
Included in earnings	10		80		90		40		(20)		-		(20)		1,923
Included in other comprehensive (loss) income	(7)		-		(7)		6		(10)		-		(10)		(5)
Settlements	(236)		-		(236)		-		-		-		-		-
Acquired due to Merger	-		1,640		1,640		-		-		-		-		-
Distributions paid	-		-		-		(1,055)		-		-		-		(1,309)
Redemption value adjustment	-		-		-		840		-		-		-		(455)
Ending balance	$	-	$	1,720	$	1,720	$	7,531	$	233	$	-	$	233	$	7,700
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date	$	-	$	80	$	80	$	-	$	(20)	$	-	$	(20)	$	-

We did not have any transfers into or out of Level 1, Level 2 and Level 3 measurements during the years ended December 31, 2012 and 2011. Gains and losses (realized and unrealized) included in earnings for other securities are reported in Other income and (expenses) in the consolidated financial statements.

Our other financial instruments had the following carrying values and fair values as of the dates shown (in thousands):

		December 31, 2012				December 31, 2011
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Non-recourse debt (a)	3	$	1,715,397	$	1,727,985	$	356,209	$	361,948
Senior Credit Facility	2	253,000		253,000		233,160		233,160
Deferred acquisition fees receivable (b)	3	28,654		33,632		29,410		31,638

__________

(a)We determined the estimated fair value of our debt instruments using a discounted cash flow model with rates that take into account the credit of the tenants, where applicable, and interest rate risk. We also considered the value of the underlying collateral taking into account the quality of the collateral, the credit quality of the company, the time until maturity and the current market interest rate.

(b)We determined the estimated fair value of our deferred acquisition fees based on an estimate of discounted cash flows using two significant unobservable inputs, which are the leverage adjusted unsecured spread and an illiquidity adjustment with a weighted average range of 275 — 325 bps and 50 — 100 bps, respectively. Significant increases or decreases to these inputs in isolation would result in a significant change in the fair value measurement.

We estimated that our other financial assets and liabilities (excluding net investments in direct financing leases) had fair values that approximated their carrying values at both December 31, 2012 and 2011.

W. P. Carey 2012 10-K — 96

Notes to Consolidated Financial Statements

Items Measured at Fair Value on a Non-Recurring Basis

We perform an assessment, when required, of the value of certain of our real estate investments. As part of that assessment, we determine the valuation of these assets using widely accepted valuation techniques, including expected discounted cash flows or an income capitalization approach, which considers prevailing market capitalization rates. We review each investment based on the highest and best use of the investment and market participation assumptions. We determined that the significant inputs used to value these investments fall within Level 3. As a result of our assessments, we calculated impairment charges based on market conditions and assumptions that existed at the time. The valuation of real estate is subject to significant judgment and actual results may differ materially if market conditions or the underlying assumptions change. Assets acquired and liabilities assumed in the Merger approximate fair value. The valuation methods related to the assets acquired, liabilities assumed, equity investments and noncontrolling interests associated with the Merger are discussed in Notes 2 and 3.

The following tables present information about our other assets that were measured on a fair value basis (in thousands):

	Year Ended December 31, 2012				Year Ended December 31, 2011				Year Ended December 31, 2010
	Total Fair Value		Total Impairment		Total Fair Value		Total Impairment		Total Fair Value		Total Impairment
	Measurements		Charges		Measurements		Charges		Measurements		Charges
Impairment Charges from Continuing Operations:
Real estate (a)	$	-	$	-	$	380	$	243	$	-	$	-
Operating real estate (b)	5,002		10,467		-		-		-		-
Net investments in direct financing leases (c)	-		-		-		(1,608)		3,548		1,140
Equity investments in real estate (d)	17,140		9,910		1,554		206		22,846		1,394
	22,142		20,377		1,934		(1,159)		26,394		2,534
Impairment Charges from Discontinued Operations:
Real estate (a)	39,642		12,495		42,207		11,838		11,662		14,241
	$	61,784	$	32,872	$	44,141	$	10,679	$	38,056	$	16,775

__________

(a)These fair value measurements were developed by third-party sources, subject to our corroboration for reasonableness.

(b)During the year ended December 31, 2012, we recorded an impairment charge of $10.5 million on a hotel property to reduce its carrying value to its estimated fair value, which had declined. The fair value of the hotel property was obtained using an estimate of discounted cash flows using three significant inputs, which are capitalization rate, cash flow discount rate and residual discount rate, of 9.5%, 7.5% and 10.0%, respectively.

(c)In the fourth quarter of 2011, we recorded an out-of-period adjustment of $1.6 million (Note 2).

(d)During the year ended December 31, 2012, we incurred an other-than-temporary impairment charge totaling $9.9 million, on our investment in the Special Member Interest to reduce its carrying value to its estimated fair value, which had declined. This investment’s fair value was obtained using an estimate of discounted cash flows using two significant unobservable inputs, which are the discount rate and the estimated general and administrative costs as a percentage of assets under management with a weighted average range of 12.75% – 15.75% and 35 bps – 45 bps, respectively. Significant increases or decreases to these inputs in isolation would result in a significant change in the fair value measurement. The valuation was also dependent upon the estimated date of a liquidity event for CPA®:16 – Global because cash flows attributable to this investment would cease upon such event. Therefore, the fair value of this investment may decline in the future as the estimated liquidation date approaches.

W. P. Carey 2012 10-K — 97

Notes to Consolidated Financial Statements

Note 10. Risk Management and Use of Derivative Financial Instruments

In the normal course of our ongoing business operations, we encounter economic risk. There are three main components of economic risk that impact us: interest rate risk, credit risk and market risk. We are primarily subject to interest rate risk on our interest-bearing liabilities. Credit risk is the risk of default on our operations and our tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of our properties and related loans, as well as changes in the value of our other securities and the shares we hold in the Managed REITs due to changes in interest rates or other market factors. In addition, we own investments in the European Union and are subject to the risks associated with changing foreign currency exchange rates.

Use of Derivative Financial Instruments

When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates and foreign currency exchange rate movements. We have not entered, and do not plan to enter into, financial instruments for trading or speculative purposes. The primary risks related to our use of derivative instruments are that a counterparty to a hedging arrangement could default on its obligation or that the credit quality of the counterparty may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction. While we seek to mitigate these risks by entering into hedging arrangements with counterparties that are large financial institutions that we deem to be creditworthy, it is possible that our hedging transactions, which are intended to limit losses, could adversely affect our earnings. Furthermore, if we terminate a hedging arrangement, we may be obligated to pay certain costs, such as transaction or breakage fees. We have established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities.

We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative designated and qualified as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.

The following table sets forth certain information regarding our derivative instruments (in thousands):

Derivatives Designated		Asset Derivatives Fair Value at				Liability Derivatives Fair Value at
as Hedging Instruments	Balance Sheet Location	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Foreign currency contracts	Other assets, net	$	-	$	-	$	-	$	-
Interest rate cap	Other assets, net	25		-		-		-
Foreign currency contracts	Accounts payable, accrued expenses and other liabilities	-		-		(2,067)		-
Interest rate swaps	Accounts payable, accrued expenses and other liabilities	-		-		(5,825)		(4,175)
Derivatives Not Designated    as Hedging Instruments
Stock warrants (a)	Other assets, net	1,720		-		-		-
Interest rate swaps (a)	Accounts payable, accrued expenses and other liabilities	-		-		(16,686)		-
Total derivatives		$	1,745	$	-	$	(24,578)	$	(4,175)

__________

(a)As described below, we acquired these instruments from CPA®:15 in the Merger.

W. P. Carey 2012 10-K — 98

Notes to Consolidated Financial Statements

The following table presents the impact of derivative instruments on the consolidated financial statements (in thousands):

	Amount of Gain (Loss) Recognized in
	Other Comprehensive Income on Derivatives (Effective Portion)
	Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2012		2011		2010
Interest rate swaps	$	(1,059)	$	(3,564)	$	(45)
Interest rate cap	277		-		-
Foreign currency contracts	(1,480)		-		-
Total	$	(2,262)	$	(3,564)	$	(45)

	Amount of Gain (Loss) Reclassified from Other Comprehensive Income
	into Income (Effective Portion)
	Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2012		2011		2010
Interest rate swaps	$	(1,442)	$	-	$	-
Foreign currency contracts	(186)
Total	$	(1,628)	$	-	$	-

		Amount of Gain (Loss) Recognized in
		Income on Derivatives
	Location of Gain (Loss)	Years Ended December 31,
Derivatives Not in Cash Flow Hedging Relationships	Recognized in Income	2012		2011		2010
Interest rate swaps	Other income and (expenses)	$	429	$	-	$	-
Stock warrants	Other income and (expenses)	108		-		-
Total		$	537	$	-	$	-

See below for information on our purposes for entering into derivative instruments and for information on derivative instruments owned by unconsolidated entities, which are excluded from the tables above.

Interest Rate Swaps and Caps

We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we attempt to obtain mortgage financing on a long-term, fixed-rate basis. However, from time to time, we or our investment partners may obtain variable-rate non-recourse mortgage loans and, as a result, may enter into interest rate swap agreements or interest rate cap agreements with counterparties. Interest rate swaps, which effectively convert the variable-rate debt service obligations of the loan to a fixed rate, are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flow over a specific period. The notional, or face, amount on which the swaps are based is not exchanged. Interest rate caps limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. Our objective in using these derivatives is to limit our exposure to interest rate movements.

W. P. Carey 2012 10-K — 99

Notes to Consolidated Financial Statements

The interest rate swaps that we had outstanding on our consolidated subsidiaries at December 31, 2012 were designated as cash flow hedges and are summarized as follows (currency in thousands):

		Notional		Effective	Effective	Expiration	Fair Value at
Description	Type	Amount		Interest Rate	Date	Date	December 31, 2012 (a)
3-Month Euro Interbank Offering Rate (“Euribor”)	Interest rate cap	€	69,457	2.0%	12/2012	12/2014	$	25
3-Month Euribor	“Pay-fixed” swap	€	6,286	4.2%	3/2008	3/2018	(1,392)
1-Month LIBOR	“Pay-fixed” swap	$	33,631	3.0%	7/2010	7/2020	(3,624)
1-Month LIBOR	“Pay-fixed” swap	$	25,714	3.9%	8/2012	8/2022	(403)
1-Month LIBOR	“Pay-fixed” swap	$	6,905	4.4%	6/2012	3/2022	(122)
1-Month LIBOR	“Pay-fixed” swap	$	4,414	3.0%	4/2010	4/2015	(247)
1-Month LIBOR	“Pay-fixed” swap	$	3,500	3.7%	12/2012	2/2019	(37)
							$	(5,800)

__________

(a)Amounts are based on the applicable exchange rate of the euro at December 31, 2012.

The interest rate swaps that we had outstanding on our consolidated subsidiaries at December 31, 2012 were not designated as hedging and are summarized as follows (currency in thousands):

		Notional		Effective	Effective	Expiration	Fair Value at
Description (a) (c)	Type	Amount		Interest Rate	Date	Date	December 31, 2012 (b)
3-Month Euribor	“Pay-fixed” swap	€	100,000	3.7%	7/2006	7/2016	$	(15,462)
3-Month Euribor	“Pay-fixed” swap	€	15,970	0.9%	4/2012	7/2013	(86)
3-Month Euribor	“Pay-fixed” swap	€	6,975	4.4%	4/2008	10/2015	(523)
3-Month Euribor	“Pay-fixed” swap	€	5,479	4.3%	4/2007	7/2016	(615)
							$	(16,686)

__________

(a)These interest rate swaps were acquired from CPA®:15 in the Merger. They do not qualify for hedge accounting; however, they do protect against fluctuations in interest rates related to the variable-rate debt we acquired in the Merger.

(b)Amounts are based on the applicable exchange rate of the euro at December 31, 2012.

(c)Notional and fair value amounts include, on a combined basis, portions attributable to noncontrolling interests totaling $33.7 million and $(4.2) million, respectively.

The interest rate caps that our unconsolidated jointly-owned investments had outstanding at December 31, 2012 were designated as cash flow hedges and are summarized as follows (currency in thousands):

	Ownership
	Interest at		Notional				Effective	Expiration	Fair Value at
Description	December 31, 2012	Type	Amount		Cap Rate	Spread	Date	Date	December 31, 2012
3-Month LIBOR (a)	17.8%	Interest rate cap	$	119,185	4.0%	4.8%	8/2009	8/2014	$	1
1-Month LIBOR (b)	79.0%	Interest rate cap	17,275		3.0%	4.0%	9/2009	4/2014	-
									$	1

__________

(a)The applicable interest rate of the related loan was 2.9% at December 31, 2012; therefore, the interest rate cap was not being utilized at that date.

(b)The applicable interest rate of the related loan was 4.2% at December 31, 2012; therefore, the interest rate cap was not being utilized at that date. The fair value for this interest rate cap was less than $0.1 million at December 31, 2012.

W. P. Carey 2012 10-K — 100

Notes to Consolidated Financial Statements

Foreign Currency Contracts

We are exposed to foreign currency exchange rate movements. We manage foreign currency exchange rate movements by generally placing both our debt obligation to the lender and the tenant’s rental obligation to us in the same currency. This reduces our overall exposure to the actual equity that we have invested and the equity portion of our cash flow. However, we are subject to foreign currency exchange rate movements to the extent of the difference in the timing and amount of the rental obligation and the debt service. We may also face challenges with repatriating cash from our foreign investments. We may encounter instances where it is difficult to repatriate cash because of jurisdictional restrictions or because repatriating cash may result in current or future tax liabilities. Realized and unrealized gains and losses recognized in earnings related to foreign currency transactions are included in Other income and (expenses) in the consolidated financial statements.

In order to hedge certain of our foreign currency cash flow exposures, we enter into foreign currency forward contracts. A foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. By entering into forward contracts, we are locked into a future currency exchange rate for the term of the contract. These instruments guarantee that the exchange rate will not fluctuate beyond the range of the options’ strike prices.

The following table presents the foreign currency derivative contracts we had outstanding at December 31, 2012 which were designated as cash flow hedges (currency in thousands, except strike price):

	Notional		Strike		Effective	Expiration	Fair Value at
Type	Amount		Price		Date	Date	December 31, 2012 (a)
Foreign currency forward contracts	€	50,648	$	1.27 - 1.30	5/2012	3/2013 - 6/2017	$	(2,051	)
Foreign currency forward contracts	€	8,700	$	1.34 - 1.35	12/2012	9/2017 - 3/2018	(16		)
							$	(2,067	)

(a)Amounts are based on the applicable exchange rate of the euro at December 31, 2012.

Stock Warrants

In connection with the Merger, we acquired warrants from CPA®:15, which were granted by Hellweg to CPA®:15 in connection with structuring the initial lease transaction, for a total cost of $1.6 million, which was the fair value of the warrants on the date of acquisition. These warrants give us participation rights to any distributions made by Hellweg 2. In addition, we are entitled to a cash distribution that equals a certain percentage of the liquidity event price of Hellweg 2, should a liquidity event occur. Because these warrants are readily convertible to cash and provide for net cash settlement upon conversion, we account for them as derivative instruments. At December 31, 2012, these warrants had a fair value of $1.7 million.

Other

Amounts reported in Other comprehensive income related to interest rate swaps will be reclassified to interest expense as interest payments are made on our variable-rate debt. Amounts reported in Other comprehensive income related to foreign currency contracts will be reclassified to Other income and (expenses) when the hedged foreign currency proceeds from foreign operations are repatriated to the U.S. At December 31, 2012, we estimate that an additional $1.9 million will be reclassified as interest expense during the next 12 months related to our interest rate swaps.

We measure our credit exposure on a counterparty basis as the net positive aggregate estimated fair value of our derivatives, net of collateral received, if any. No collateral was received as of December 31, 2012. At December 31, 2012, our total credit exposure and the maximum exposure to any single counterparty was less than $0.1 million, inclusive of noncontrolling interest.

Some of the agreements we have with our derivative counterparties contain certain credit contingent provisions that could result in a declaration of default against us regarding our derivative obligations if we either default or are capable of being declared in default on certain of our indebtedness. At December 31, 2012, we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives that were in a net liability position was $25.7 million, which included accrued interest but excluded any adjustment for nonperformance risk. If we had breached any of these provisions at December 31, 2012, we could have been required to settle our obligations under these agreements at their aggregate termination value of $27.3 million.

W. P. Carey 2012 10-K — 101

Notes to Consolidated Financial Statements

Portfolio Concentration Risk

Concentrations of credit risk arise when a group of tenants is engaged in similar business activities or is subject to similar economic risks or conditions that could cause them to default on their lease obligations to us. We regularly monitor our portfolio to assess potential concentrations of credit risk. While we believe our portfolio is reasonably well diversified, it does contain concentrations in excess of 10%, based on the percentage of our annualized contractual minimum base rent for the fourth quarter of 2012, in certain areas, as shown in the table below. The percentages in the table below represent our directly-owned real estate properties and do not include our pro rata share of equity investments.

	December 31, 2012
Region:
California	10	%
Other U.S.	62	%
Total U.S	72	%
Total Europe	28	%
Total	100	%
Asset Type:
Office	29	%
Industrial	19	%
Warehouse/Distribution	15	%
Retail	14	%
Self storage	10	%
All others	13	%
Total	100	%
Tenant Industry:
Retail	20	%
All other	80	%
	100	%

Except for our investment in CPA®:16 – Global, there were no significant concentrations, individually or in the aggregate, related to our unconsolidated jointly-owned investments. At December 31, 2012, we owned approximately 18.3% of CPA®:16 – Global, which had total assets at that date of approximately $3.4 billion consisting of a portfolio comprised of two hotel properties and full or partial ownership interests in 498 properties substantially all of which were triple-net leased to 144 tenants, and has certain concentrations within its portfolio, which are outlined in its periodic filings.

W. P. Carey 2012 10-K — 102

Notes to Consolidated Financial Statements

Note 11. Impairment Charges

The following table summarizes impairment charges recognized on our consolidated and unconsolidated real estate investments for all periods presented (in thousands):

	Years Ended December 31,
	2012		2011			2010
Real estate	$	-	$	243		$	-
Operating real estate	10,467		-			-
Net investments in direct financing leases	-		(1,608		)	1,140
Total impairment charges included in expenses	10,467		(1,365		)	1,140
Equity investments in real estate (a)	9,910		206			1,394
Total impairment charges included in continuing operations	20,377		(1,159		)	2,534
Impairment charges included in discontinued operations	12,495		11,838			14,241
Total impairment charges	$	32,872	$	10,679		$	16,775

(a)Impairment charges on our equity investments in real estate are included in Income from equity investments in real estate and the Managed REITs within the consolidated financial statements.

Real Estate

During the year ended December 31, 2011, we recognized an impairment charge of $0.2 million on a domestic property. This impairment was the result of writing down the property’s carrying value to its estimated fair value in connection with the tenant vacating the property.

Operating Real Estate

During the year ended December 31, 2012, we recognized an impairment charge of $10.5 million on our Livho hotel property to write down the property’s carrying value to its estimated fair value as a result of a decrease in fair value and the estimated holding period of the hotel.

Direct Financing Leases

In connection with our annual review of the estimated residual values on our properties classified as net investments in direct financing leases, we determined that an other-than-temporary decline in estimated residual value had occurred at various properties due to market conditions. The changes in estimates resulted in the recognition of impairment charges totaling $1.1 million in 2010. In the fourth quarter of 2011, we recorded an out-of-period adjustment of $1.6 million (Note 2).

Equity Investments in Real Estate

During the year ended December 31, 2012, we recognized an other-than-temporary impairment charge of $9.9 million on our Special Member Interest in CPA®:16 – Global’s operating partnership to reduce the carrying value of our interest in the operating partnership to its estimated fair value (Note 9). During the year ended December 31, 2011, we recognized an other-than-temporary impairment charge of $0.2 million on a jointly-held real estate investment as a result of the sale of the property. In connection with our annual review of the fair value of our equity investments, we recognized an other-than-temporary impairment charge of $1.4 million during the year ended December 31, 2010 to reflect the decline in the estimated fair value of the investment’s underlying net assets in comparison with the carrying value of our interest in the investment.

Properties Sold

During the years ended December 31, 2012, 2011 and 2010, we recognized impairment charges on properties sold totaling $12.5 million, $11.8 million, and $14.2 million, respectively. These impairment charges, which are included in discontinued operations, were the result of reducing these properties’ carrying values to their estimated fair values (Note 17) in connection with and prior to anticipated sales.

W. P. Carey 2012 10-K — 103

Notes to Consolidated Financial Statements

Note 12. Debt

Senior Credit Facility

In February 2012, we amended and restated our existing credit agreement (the “Amended and Restated Credit Agreement”) to increase the maximum aggregate principal amount from $450.0 million to $625.0 million, which is comprised of a $450.0 million unsecured revolving credit facility (the “Revolver”) and a $175.0 million term loan facility (the “Term Loan Facility” and, together with the Revolver, the “Senior Credit Facility.”) The Term Loan Facility was available in a single draw for use solely to finance the cash portion of the Merger Consideration and transaction costs and expenses. We drew down the full amount of the Term Loan Facility on September 28, 2012 in connection with the closing of the Merger. The Senior Credit Facility matures in December 2014, but may be extended by one year at our option, subject to the conditions provided in the Amended and Restated Credit Agreement. At our election, the principal amount available under the Senior Credit Facility may be increased by up to an additional $125.0 million, subject to the conditions provided in the Amended and Restated Credit Agreement. The Senior Credit Facility also permits (i) up to $150.0 million to be borrowed in certain currencies other than the U.S. dollar, (ii) swing line loans of up to $35.0 million, and (iii) the issuance of letters of credit in an aggregate amount not to exceed $50.0 million.

The Senior Credit Facility provides for an annual interest rate, at our election, of either (i) the Eurocurrency Rate or (ii) the Base Rate, in each case plus the Applicable Rate (each as defined in the Amended and Restated Credit Agreement). Prior to us obtaining an Investment Grade Debt Rating (as defined in the Amended and Restated Credit Agreement), the Applicable Rate on Eurocurrency Rate loans and letters of credit ranges from 1.75% to 2.50% (based on LIBOR) and the Applicable Rate on Base Rate loans ranges from 0.75% to 1.50% (based on the “prime rate”, defined in the Amended and Restated Credit Agreement as a rate of interest set by the Bank of America based upon various factors including Bank of America’s costs and desired returns). After an Investment Grade Debt Rating has been obtained, the Applicable Rate on Eurocurrency Rate loans and letters of credit ranges from 1.10% to 2.00% (based on LIBOR) and the Applicable Rate on Base Rate loans ranges from 0.10% to 1.00% (based on the “prime rate”). Swing line loans will bear interest at the Base Rate plus the Applicable Rate then in effect. In addition, prior to obtaining an Investment Grade Debt Rating, we pay a quarterly fee ranging from 0.3% to 0.4% of the unused portion of the line of credit, depending on our leverage ratio. After an Investment Grade Debt Rating has been obtained, we will pay a facility fee ranging from 0.2% to 0.4% of the total commitment. In connection with the amendments of the credit agreement, we incurred costs of $7.0 million, which are being amortized over the remaining term of the facility.

Availability under the Senior Credit Facility is dependent upon a number of factors, including the Unencumbered Property NOI, the Unencumbered Management EBITDA and the Total Unsecured Outstanding Indebtedness (each as defined in the Amended and Restated Credit Agreement). At December 31, 2012, availability under the Senior Credit Facility was $625.0 million, of which we had drawn $253.0 million, including $175.0 million under the Term Loan which we used to pay for the cash portion of the Merger Consideration (Note 3). At December 31, 2012, we paid interest on the Senior Credit Facility at an annual interest rate consisting of LIBOR plus 2.00%. In addition, as of December 31, 2012, our lenders had issued letters of credit totaling $5.4 million on our behalf in connection with certain contractual obligations, which reduce amounts that may be drawn under the Revolver. The Revolver is currently expected to be utilized primarily for potential new investments; repayment of existing debt and general corporate purposes as well as for repurchases of our common stock from the Estate Shareholders (Note 4).

We are required to ensure that the total Restricted Payments (as defined in the Amended and Restated Credit Agreement) made in the current quarter, when added to the total for the three preceding fiscal quarters, does not exceed the greater of (i) 95% of Adjusted Funds from Operations (as defined in the Amended and Restated Credit Agreement) and (ii) the amount of Restricted Payments required in order for us to maintain our REIT status. Restricted Payments include quarterly dividends and the total amount of shares repurchased by us, if any, in excess of $50.0 million per year. In addition to placing limitations on dividend distributions and share repurchases, the Amended and Restated Credit Agreement stipulates certain financial covenants. We were in compliance with all of these covenants at December 31, 2012.

Non-Recourse Debt

Non-recourse debt consists of mortgage notes payable, which are collateralized by the assignment of real property, and direct financing leases, with an aggregate carrying value of approximately $2.0 billion at December 31, 2012. Our mortgage notes payable had fixed annual interest rates ranging from 2.7% to 10.0% and variable effective annual interest rates ranging from 1.2% to 7.6% with maturity dates ranging from 2013 to 2026 at December 31, 2012.

W. P. Carey 2012 10-K — 104

Notes to Consolidated Financial Statements

2012 — In connection with the Merger (Note 3), we assumed property level debt comprised of 9 variable-rate and 58 fixed-rate non-recourse mortgage loans with fair values totaling $295.2 million and $1.1 billion, respectively, on the acquisition date and recorded an aggregate net fair market value adjustment of $14.8 million at that date. The fair market value adjustment will be amortized to interest expense over the remaining lives of the related loans using the effective interest rate method. These fixed-rate and variable-rate mortgages had weighted-average annual interest rates of 5.08% and 5.03%, respectively. The weighted-average annual interest rate for the variable-rate mortgages was calculated using the applicable interest rates on the date of the Merger.

During the year ended December 31, 2012, we refinanced four maturing non-recourse mortgages totaling $21.2 million with new financing totaling $23.8 million. These mortgage loans have a weighted-average annual interest rate and term of 4.2% and 11.5 years, respectively.

2011 — In connection with our acquisition of three properties from CPA®:14 in May 2011 as part of the CPA®:14 Asset Sales (Note 4), we assumed two non-recourse mortgage loans with an aggregate fair value of $87.6 million (and a carrying value of $88.7 million) on the date of acquisition and recorded a net fair market value adjustment of $1.1 million. The fair market value adjustment will be amortized to interest expense over the remaining lives of the loans. These mortgage loans have a weighted-average annual fixed interest rate and remaining term of 5.8% and 8.3 years, respectively.

During the year ended December 31, 2011, we refinanced two maturing non-recourse mortgage loans totaling $10.5 million with new financing totaling $11.9 million and obtained new financing on two unencumbered properties totalling $29.0 million. These mortgage loans have a weighted-average annual interest rate and term of 5.1% and 10.4 years, respectively. Additionally, during the year ended December 31, 2011, the Carey Storage borrowed a total of $4.6 million, inclusive of amounts attributable to the third-party’s interest of $2.8 million, with a weighted-average annual interest rate and term of 6.7% and 8.2 years, respectively.

2010 — In connection with an acquisition in February 2010, we obtained non-recourse mortgage financing of $35.0 million at an annual interest rate of LIBOR plus 2.5% that has been fixed at 5.5% through the use of an interest rate swap. This financing has a term of 10 years.

In connection with their acquisitions in 2010, the Carey Storage and an entity 100% owned by Carey Storage obtained new non-recourse mortgage financing and assumed existing mortgage loans from the sellers totaling $17.1 million, inclusive of amounts attributable to the Investor’s interest of $8.2 million. The mortgage loans have a weighted-average annual fixed interest rate and term of 6.3% and 8.5 years, respectively.

Scheduled Debt Principal Payments

Scheduled debt principal payments for each of the next five calendar years following December 31, 2012, and thereafter are as follows (in thousands):

Years Ending December 31,	Total (a)
2013	$	174,648
2014  (b)	631,345
2015	240,681
2016	87,223
2017	125,999
Thereafter through 2037	725,257
	1,985,153
Unamortized discount	(16,756		)
Total	$	1,968,397

(a)Certain amounts are based on the applicable foreign currency exchange rate at December 31, 2012.

(b)Includes $78.0 million outstanding under our Revolver and $175.0 million outstanding under our Term Loan Facility at December 31, 2012, each of which is scheduled to mature in 2014 unless extended pursuant to its terms.

W. P. Carey 2012 10-K — 105

Notes to Consolidated Financial Statements

Note 13. Commitments and Contingencies

At December 31, 2012, we were not involved in any material litigation.

For a description of an agreement that we entered into regarding repurchases of our common stock from the Estate Shareholders, see Note 4.

Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our consolidated financial position or results of operations.

Note 14. Equity

Distributions

Distributions paid to stockholders consist of ordinary income, capital gains, return of capital or a combination thereof for income tax purposes. The following table presents distributions per share, declared and paid in October 2012, reported for federal tax purposes and serves as a designation of capital gain distributions, if applicable, pursuant to Internal Revenue Code Section 857(b)(3)(C) and Treasury Regulation § 1.857-6(e):

	Distributions Paid on
	October 16, 2012
Ordinary income	$	0.6228
Return of capital	0.0272
Total distributions	$	0.6500

We declared a quarterly distribution of $0.6600 per share in December 2012, which was paid in January 2013 to stockholders of record at December 31, 2012; and a quarterly distribution of $0.5630 per share in December 2011, which was paid in January 2012 to stockholders of record at December 31, 2011.

Redeemable Noncontrolling Interest

On June 30, 2003, WPCI granted an incentive award to two officers of WPCI consisting of 1,500,000 restricted units, representing an approximate 13% interest in WPCI, and 1,500,000 options for WPCI units with a combined fair value of $2.5 million at that date. Both the options and restricted units vested ratably over five years, with full vesting occurring December 31, 2007. During 2008, the officers exercised all of their 1,500,000 options to purchase 1,500,000 units of WPCI at $1.00 per unit. Upon the exercise of the WPCI options, the officers had a total interest of approximately 23% in WPCI. The terms of the vested restricted units and units received in connection with the exercise of options of WPCI by noncontrolling interest holders provided that the units could be redeemed, commencing December 31, 2012 and thereafter, solely in exchange for our shares and that any redemption would be subject to a third-party valuation of WPCI.

In December 2009, one of those officers resigned from W. P. Carey, WPCI and all affiliated entities pursuant to a mutually agreed separation. In October 2012, the remaining officer’s employment with W. P. Carey, WPCI and all affiliated entities was terminated. At December 31, 2012, this former employee has a total interest of approximately 7.7% in each of WPCI and the related entities. We account for the noncontrolling interest in WPCI held by this former employee as a redeemable noncontrolling interest, as we have an obligation to repurchase the interest from that individual, at his election and subject to certain conditions. The individual’s interest is reflected at estimated redemption value for all periods presented.

W. P. Carey 2012 10-K — 106

Notes to Consolidated Financial Statements

The following table presents a reconciliation of redeemable noncontrolling interest (in thousands):

	Years Ended December 31,
	2012			2011			2010
Beginning balance	$	7,700		$	7,546		$	7,692
Redemption value adjustment	840			(455		)	(471		)
Net income	40			1,923			1,293
Distributions	(1,055		)	(1,309		)	(956		)
Change in other comprehensive (loss) income	6			(5		)	(12		)
Ending balance	$	7,531		$	7,700		$	7,546

Transfers to Noncontrolling Interest

The following table presents a reconciliation of the effect of transfers in noncontrolling interest (in thousands):

	Years Ended December 31,
	2012			2011			2010
Net income attributable to W. P. Carey	$	62,132		$	139,079		$	73,972
Transfers to noncontrolling interest
Decrease in W. P. Carey’s additional paid-in capital for purchase of 50 Rock	(154		)	-			-
Decrease in W. P. Carey’s additional paid-in capital for purchase of CheckFree Holdings, Inc.	-			(5,879		)	-
Net transfers to noncontrolling interest	(154		)	(5,879		)	-
Change from net income attributable to W. P. Carey and transfers to noncontrolling interest	$	61,978		$	133,200		$	73,972

Accumulated Other Comprehensive Loss

The following table presents the components of accumulated other comprehensive loss reflected in equity, net of tax. Amounts include our proportionate share of other comprehensive income or loss from our unconsolidated investments (in thousands):

	December 31,
	2012			2011
Unrealized gain on marketable securities	$	31		$	37
Unrealized loss on derivative instruments	(6,029		)	(5,246		)
Foreign currency translation adjustment	1,349			(3,298		)
Accumulated other comprehensive loss	$	(4,649	)	$	(8,507	)

W. P. Carey 2012 10-K — 107

Notes to Consolidated Financial Statements

Earnings Per Share

To determine earnings per share, all unvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Our unvested RSUs contain rights to receive non-forfeitable distribution equivalents, and therefore we apply the two-class method of computing earnings per share. The calculation of earnings per share below excludes the income attributable to the unvested RSUs from the numerator. The following table summarizes basic and diluted earnings per share for the periods indicated (in thousands, except share amounts):

	Years Ended December 31,
	2012			2011			2010
Net income attributable to W. P. Carey	$	62,132		$	139,079		$	73,972
Allocation of earnings to participating unvested RSUs	(535		)	(2,130		)	(440		)
Net income – basic	61,597			136,949			73,532
Income effect of dilutive securities, net of taxes	23			1,076			724
Net income – diluted	$	61,620		$	138,025		$	74,256
Weighted average shares outstanding – basic	47,389,460			39,819,475			39,514,746
Effect of dilutive securities	689,014			278,620			493,148
Weighted average shares outstanding – diluted	48,078,474			40,098,095			40,007,894

Securities included in our diluted earnings per share determination consist of stock options and restricted stock awards. Securities totaling 207,258 shares and 247,750 shares for the years ended December 31, 2011 and 2010, respectively, were excluded from the earnings per share computations above as their effect would have been anti-dilutive. For information on long-term incentive plan awards issued to key employees subsequent to December 31, 2012 that could have a dilutive impact on our earnings per share calculation, please see Note 20.

Sale of Common Shares

On October 19, 2012, we entered into an agreement to sell 937,500 shares of our common stock to an institutional investor, which were issued pursuant to our existing shelf registration statement. The shares were issued in a privately negotiated transaction at a purchase price of $48.00 per share. The proceeds to us from the sale of these shares were $45.0 million. We delivered the shares to the institutional investor on October 19, 2012.

Note 15. Stock-Based and Other Compensation

Stock-Based Compensation

At December 31, 2012, we maintained several stock-based compensation plans as described below. The total compensation expense (net of forfeitures) for awards issued under these plans was $26.2 million, $17.8 million and $7.4 million for the years ended December 31, 2012, 2011 and 2010, respectively, all of which are included in General and administrative expenses in the consolidated financial instruments. As compared to the prior year, stock-based compensation expense for the year ended December 31, 2012 increased by $8.1 million due to awards issued during 2012 with higher fair values as a result of the increase in our stock price between the two years. In addition, 2012 included an additional $2.8 million of compensation expense as a result of our revision of the expected vesting of PSUs granted during 2009 and 2010 and a reduction related to our revision in our expected forfeitures of $2.5 million. The tax benefit recognized by us related to these awards totaled $16.2 million, $7.8 million and $3.3 million for the years ended December 31, 2012, 2011 and 2010, respectively.

In connection with the Merger in September 2012, we adopted and assumed all of the stock-based compensation plans of our predecessor and all of its obligations thereunder. There has been no significant activity or changes to the terms and conditions of any of our stock-based compensation plans or arrangements during 2012, other than as described below.

W. P. Carey 2012 10-K — 108

Notes to Consolidated Financial Statements

2009 Incentive Plan and 1997 Incentive Plans

We maintain the 1997 Share Incentive Plan (as amended, the “1997 Incentive Plan”), which authorized the issuance of up to 6,200,000 shares of our common stock. In June 2009, our shareholders approved the 2009 Share Incentive Plan (the “2009 Incentive Plan”) to replace the 1997 Incentive Plan, except with respect to outstanding contractual obligations under the 1997 Incentive Plan, so that no further awards can be made under that plan. The 2009 Incentive Plan authorizes the issuance of up to 3,600,000 shares of our common stock, of which 1,959,996 remain available for issuance of RSUs and PSUs at December 31, 2012. The 1997 Incentive Plan provided for the grant of (i) share options, which may or may not qualify as incentive stock options under the Code, (ii) performance shares or PSUs, (iii) dividend equivalent rights and (iv) restricted shares or RSUs. The 2009 Incentive Plan provides for the grant of (i) share options, (ii) restricted shares or RSUs, (iii) performance shares or PSUs, and (iv) dividend equivalent rights. The vesting of grants under both plans is accelerated upon a change in our control and under certain other conditions.

In December 2007, the Compensation Committee approved the long-term incentive plan (“LTIP”) and terminated further contributions to the Partnership Equity Unit Plan described below. The following table presents LTIP awards granted in the past three years:

	2009 Incentive Plan
Fiscal Year	RSUs Awarded	PSUs Awarded
2010	140,050	159,250
2011 (a)	524,550	291,600
2012 (b)	259,400	314,400

(a)Includes 340,000 RSUs and 100,000 PSUs issued in connection with entering into employment agreements with certain employees, and excludes 20,000 PSUs for which the terms and conditions were not determined at the time of grant.

(b)Includes 78,000 RSUs and 142,000 PSUs issued in connection with entering into employment agreements with certain employees, and excludes 20,000 PSUs for which the terms and conditions were not determined at the time of grant. Also includes 10,000 PSUs awarded related to 2011 awards for which the previously undetermined terms and conditions of the grant were finalized in 2012.

As a result of issuing the LTIP awards, we currently expect to recognize compensation expense totaling approximately $33.6 million over the vesting period. We have previously recognized compensation expense of $24.8 million, $15.7 million and $5.7 million during 2012, 2011 and 2010, respectively, related to these awards.

2009 Non-Employee Directors Incentive Plan and 1997 Non-Employee Directors’ Plan

We maintain the 1997 Non-Employee Directors’ Plan (the “1997 Directors’ Plan”), which authorized the issuance of up to 300,000 shares of our Common Stock. In June 2007, the 1997 Director’s Plan, which had been due to expire in October 2007, was extended through October 2017. In June 2009, our shareholders approved the 2009 Non-Employee Directors’ Incentive Plan (the “2009 Directors’ Plan”) to replace the 1997 Directors’ Plan, except with respect to outstanding contractual obligations under the predecessor plan, so that no further awards can be made under that plan. The 1997 Directors’ Plan provided for the grant of (i) share options, which may or may not qualify as incentive stock options, (ii) performance shares, (iii) dividend equivalent rights and (iv) restricted shares. The 2009 Directors’ Plan authorizes the issuance of 325,000 shares of our common stock in the aggregate and initially provided for the automatic annual grant of RSUs with a total value of $50,000 to each director. In January 2011, the Compensation Committee approved an increase in the value of the annual grant to $70,000 per director, effective as of July 1, 2011. In the discretion of our board of directors, the awards may also be in the form of share options or restricted shares, or any combination of the permitted awards. At December 31, 2012, there were 245,075 shares which remained available for issuance of RSUs under this plan.

Employee Share Purchase Plan

We sponsor an ESPP pursuant to which eligible employees may contribute up to 10% of compensation, subject to certain limits, to purchase our common stock. Employees can purchase stock semi-annually at a price equal to 85% of the fair market value at certain plan defined dates. Compensation expense under this plan for the years ended December 31, 2012, 2011 and 2010 was $0.6 million, $0.6 million and $0.2 million, respectively.

W. P. Carey 2012 10-K — 109

Notes to Consolidated Financial Statements

Partnership Equity Unit Plan

During 2003, we adopted a non-qualified deferred compensation plan (the “Partnership Equity Plan”, or “PEP”) under which a portion of any participating officer’s cash compensation in excess of designated amounts was deferred and the officer was awarded Partnership Equity Plan Units (“PEP Units”). The value of each PEP Unit was intended to correspond to the value of a share of the CPA® REIT designated at the time of such award. During 2005, further contributions to the initial PEP were terminated and it was succeeded by a second PEP. As amended, payment under these plans will occur at the earlier of December 16, 2013 (in the case of the initial PEP) or twelve years from the date of award. The award is fully vested upon grant. Each of the PEPs is a deferred compensation plan and is therefore considered to be outside the scope of current accounting guidance for stock-based compensation and subject to liability award accounting. The value of each PEP Unit will be adjusted to reflect the underlying appraised value of the designated CPA® REIT. Additionally, each PEP Unit will be entitled to distributions equal to the distribution rate of the CPA® REIT. All issuances of PEP Units, changes in the fair value of PEP Units and distributions paid are included in our compensation expense. As a result of the Merger, the remaining holders of the PEP Units issued under the initial PEP will be paid, in cash, on December 16, 2013 in amounts equal to the per share Merger consideration received by CPA®:15 stockholders.

The plans are carried at fair value each quarter and are subject to changes in the fair value of the PEP units. Further contributions to the second PEP were terminated at December 31, 2007; however, this termination did not affect any awardees’ rights pursuant to awards granted under this plan. In December 2008, participants in the PEPs were required to make an election to either (i) remain in the PEPs, (ii) receive cash for their PEP Units (available to former employees only) or (iii) convert their PEP Units to fully vested RSUs (available to current employees only) to be issued under the 1997 Incentive Plan on June 15, 2009. Substantially all of the PEP participants elected to receive cash or convert their existing PEP Units to RSUs. In January 2009, we paid $2.0 million in cash to former employee participants who elected to receive cash for their PEP Units. As a result of the election to convert PEP Units to RSUs, we derecognized $9.3 million of our existing PEP liability and recorded a deferred compensation obligation within W. P. Carey members’ equity in the same amount during the second quarter of 2009. The PEP participants that elected RSUs received a total of 356,416 RSUs, which was equal to the total value of their PEP Units divided by the closing price of our common stock on June 15, 2009. The PEP participants electing to receive RSUs were required to defer receipt of the underlying shares of our common stock for a minimum of two years. While employed by us, these participants are entitled to receive dividend equivalents equal to the amount of dividends paid on the underlying common stock during the deferral period. At December 31, 2012, we are obligated to issue 53,743 shares of our common stock underlying these RSUs, which is recorded within W. P. Carey members’ equity as a Deferred compensation obligation of $1.4 million. The remaining PEP liability pertaining to participants who elected to remain in the plans was $0.7 million at December 31, 2012.

Stock Options

Option activity and changes for all periods presented were as follows:

	Year Ended December 31, 2012
					Weighted
					Average
			Weighted		Remaining
			Average		Contractual	Aggregate
	Shares		Exercise Price		Term (in Years)	Intrinsic Value
Outstanding at beginning of year	1,208,041		$	28.73	-	-
Exercised	(410,331	)	25.94		-	-
Forfeited / Expired	(3,500	)	24.93		-	-
Outstanding at end of year	794,210		$	30.32	3.19	$	17,335,637
Vested and expected to vest at end of year	746,689		$	30.26	3.18	$	16,346,539
Exercisable at end of year	623,218		$	30.22	2.99	$	13,669,784

W. P. Carey 2012 10-K — 110

Notes to Consolidated Financial Statements

	Years Ended December 31,
	2011					2010
					Weighted					Weighted
					Average					Average
					Remaining					Remaining
			Weighted		Contractual			Weighted		Contractual
			Average		Term			Average		Term
	Shares		Exercise Price		(in Years)	Shares		Exercise Price		(in Years)
Outstanding at beginning of year	1,699,701		$	28.57		2,255,604		$	27.55
Exercised	(449,660	)	27.71			(399,507	)	22.26
Forfeited / Expired	(42,000	)	32.85			(156,396	)	30.24
Outstanding at end of year	1,208,041		$	28.73	3.29	1,699,701		$	28.57	4.26
Exercisable at end of year	959,779		$	28.36		1,231,683		$	27.86

Options granted under the 1997 Incentive Plan generally have a 10-year term and generally vest in four equal annual installments. Options granted under the 1997 Directors’ Plan have a 10-year term and vest generally over three years from the date of grant. We have not issued option awards since 2008. The total intrinsic value of options exercised during the years ended December 31, 2012, 2011 and 2010 was $9.3 million, $4.6 million and $2.8 million, respectively.

At December 31, 2012, all of our options were fully vested; however certain options had exercise limitations.

We have the ability and intent to issue shares upon stock option exercises. Historically, we have issued authorized but unissued common stock to satisfy such exercises. Cash received from stock option exercises and purchases under the ESPP during the years ended December 31, 2012, 2011 and 2010 was $6.8 million, $1.2 million and $3.7 million, respectively.

Restricted and Conditional Awards

Nonvested restricted stock, RSUs and PSUs at December 31, 2012 and changes during the years ended December 31, 2012 and 2011 were as follows:

	Restricted Stock and RSU Awards				PSU Awards
			Weighted Average				Weighted Average
			Grant Date				Grant Date
	Shares		Fair Value		Shares		Fair Value
Nonvested at January 1, 2010	381,878		$	28.87	170,375		$	32.33
Granted	156,682		28.34		159,250		36.16
Vested (a)	(175,225	)	28.58		-		-
Forfeited	(99,515	)	29.75		(65,725	)	36.26
Adjustment (b)	-		-		(19,906	)	28.49
Nonvested at December 31, 2010	263,820		28.42		243,994		36.18
Granted	541,890		34.65		291,600		46.66
Vested (a)	(162,437	)	30.48		(48,925	)	39.78
Forfeited	(18,480	)	29.32		(14,055	)	42.14
Adjustment (b)	-		-		200,814		22.65
Nonvested at December 31, 2011	624,793		33.26		673,428		36.30
Granted	274,420		41.41		314,400		42.28
Vested (a)	(268,683	)	32.56		(235,189	)	23.66
Forfeited	(36,336	)	36.33		(49,494	)	33.96
Adjustment (b)	-		-		296,368		26.01
Nonvested at December 31, 2012	594,194		$	37.15	999,513		$	34.55

W. P. Carey 2012 10-K — 111

Notes to Consolidated Financial Statements

(a)The total fair value of shares vested during the years ended December 31, 2012, 2011 and 2010 was $14.3 million, $6.9 million and $5.0 million, respectively.

(b)Vesting and payment of the PSUs is conditional on certain company and market performance goals being met during the relevant three-year performance period. The ultimate number of PSUs to be vested will depend on the extent to which the performance goals are met and can range from zero to three times the original awards. Pursuant to a review of our current and expected performance versus the performance goals, we revised our estimate of the ultimate number of certain of the PSUs to be vested. As a result, we recorded adjustments in 2012, 2011 and 2010 to reflect the number of shares expected to be issued when the PSUs vest.

At the end of each reporting period, we evaluate the ultimate number of PSUs we expect to vest based upon the extent to which we have met and expect to meet the performance goals and where appropriate revise our estimate and associated expense. We do not adjust the associated expense for revision on PSUs expected to vest based on market performance. Upon vesting, the RSUs and PSUs may be converted into shares of our common stock. Both the RSUs and PSUs carry dividend equivalent rights. Dividend equivalent rights on RSUs are paid in cash on a quarterly basis whereas dividend equivalent rights on PSUs accrue during the performance period and may be converted into additional shares of common stock at the conclusion of the performance period to the extent the PSUs vest. Dividend equivalent rights are accounted for as a reduction to retained earnings to the extent that the awards are expected to vest. For awards that are not expected to vest or do not ultimately vest, dividend equivalent rights are accounted for as additional compensation expense.

Other Compensation

Profit-Sharing Plan

We sponsor a qualified profit-sharing plan and trust that generally permits all employees, as defined by the plan, to make pre-tax contributions into the plan. We are under no obligation to contribute to the plan and the amount of any contribution is determined by and at the discretion of our board of directors. Our board of directors can authorize contributions to a maximum of 15% of an eligible participant’s compensation, limited to less than $0.1 million annually per participant. For the years ended December 31, 2012, 2011 and 2010, amounts expensed for contributions to the trust were $4.4 million, $3.8 million and $3.3 million, respectively, which were included in General and administrative expenses in the accompanying consolidated financial statements. The profit-sharing plan is a deferred compensation plan and is therefore considered to be outside the scope of current accounting guidance for stock-based compensation.

Other

We have employment contracts with certain senior executives. These contracts provide for severance payments in the event of termination under certain conditions including a change of control. During 2012, 2011 and 2010, we recognized severance costs totaling approximately $1.1 million, $0.4 million and $1.1 million, respectively, related to several former employees who did not have employment contracts. Such costs are included in General and administrative expenses in the accompanying consolidated financial statements.

W. P. Carey 2012 10-K — 112

Notes to Consolidated Financial Statements

Note 16. Income Taxes

The components of our provision for income taxes for the periods presented are as follows (in thousands):

	Years Ended December 31,
	2012			2011		2010
Federal
Current	$	18,142		$	17,820	$	17,729
Deferred	(21,167		)	6,867		(2,409		)
	(3,025		)	24,687		15,320
State, Local and Foreign
Current	15,441			10,559		12,250
Deferred	(5,633		)	1,968		(1,756		)
	9,808			12,527		10,494
Total Provision	$	6,783		$	37,214	$	25,814

Deferred income taxes at December 31, 2012 and 2011 consist of the following (in thousands):

	At December 31,
	2012			2011
Deferred Tax Assets
Unearned and deferred compensation	$	17,272		$	12,598
Other	10,832			3,465
	28,104			16,063
Deferred Tax Liabilities
Receivables from affiliates	(13,251		)	(14,378		)
Investments	(31,598		)	(45,812		)
Other	(583		)	—
	(45,432		)	(60,190		)
Net Deferred Tax Liability	$	(17,328	)	$	(44,127	)

A reconciliation of the provision for income taxes with the amount computed by applying the statutory federal income tax rate to income before provision for income taxes for the periods presented is as follows (in thousands):

	Years Ended December 31,
	2012				2011			2010
Pre-tax (loss) income from taxable subsidiaries	$	(412	)		$	78,561		$	49,253
Federal provision at statutory tax rate (35%)	(144		)	35.0%	27,496		35.0%	17,238		35.0	%
State and local taxes, net of federal benefit	616			(149.5%)	7,409		9.4%	4,303		8.7	%
Amortization of intangible assets	465			(112.9%)	486		0.6%	854		1.7	%
Other	1,069			(261.2%)	272		0.4%	264		0.6	%
Tax provision — taxable subsidiaries	2,006			(488.6%)	35,663		45.4%	22,659		46.0	%
Other state, local and foreign taxes	4,777				1,551			3,155
Total provision	$	6,783			$	37,214		$	25,814

Included in Income taxes, net in the consolidated balance sheets at December 31, 2012 and 2011 are accrued income taxes totaling $4.0 million and prepaid income taxes totaling $4.6 million, respectively, deferred income taxes totaling $17.3 million and $44.1 million, respectively, and uncertain tax positions totaling $0.3 million and $0, respectively. The uncertain tax positions, which we account for in accordance with ASC 740, Income Taxes, were acquired in the Merger.

W. P. Carey 2012 10-K — 113

Notes to Consolidated Financial Statements

At January 1, 2010, we had unrecognized tax benefits of $0.6 million (net of federal benefits), which if recognized, would have affected our effective tax rate. During 2010, we reversed the unrecognized tax benefits, including all related interest totaling $0.1 million, as they were no longer required.

Real Estate Ownership Operations

As discussed in Note 3, W. P. Carey & Co. LLC, our predecessor, converted to a REIT through the REIT Reorganization. Effective February 15, 2012, W. P. Carey Inc. elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code for the year ended December 31, 2012. As a REIT, we are not subject to federal income taxes on our income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We believe that we have operated, and we intend to continue to operate, in a manner that allows us to continue to qualify as a REIT. As a REIT, we expect to derive most of our REIT income from our real estate operations under our Real Estate Ownership segment.

Investment Management Operations

We conduct our investment management services in our Investment Management segment through TRSs. A TRS is a subsidiary of a REIT that is subject to corporate federal, state, local and foreign taxes, as applicable. Our use of TRSs enables us to engage in certain businesses while complying with the REIT qualification requirements and also allows us to retain income generated by these businesses for reinvestment without the requirement to distribute those earnings. We conduct business in the U.S., Asia and the European Union, and as a result, we or one or more of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and certain foreign jurisdictions. Certain of our inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation. Periodically, shares in the Managed REITs that are payable to our TRSs in consideration of services rendered are distributed from TRSs to us.

Our tax returns are subject to audit by taxing authorities. Such audits can often take years to complete and settle. The tax years 2009 through 2012 remain open to examination by the major taxing jurisdictions to which we are subject.

Our subsidiary, Carey REIT II, owns our real estate assets and elected to be taxed as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code until September 28, 2012, the date of the Merger, when it became a qualified real estate investment trust subsidiary (“QRS”). In connection with the CPA®:14/16 Merger in May 2011, we formed Carey REIT III to hold the Special Member Interest in the newly formed operating partnership of CPA®:16 – Global (Note 4). Carey REIT III also elected to be taxed as a real estate investment trust under the Internal Revenue Code until September 28, 2012, when it merged into another of our subsidiaries. Under the REIT operating structure, Carey REIT II and Carey REIT III were permitted to deduct distributions paid to our shareholders and generally would not be required to pay U.S. federal income taxes. Accordingly, no provision was made for U.S. federal income taxes in the consolidated financial statements related to either Carey REIT II or Carey REIT III through September 28, 2012. Carey REIT II became a QRS effective September 28, 2012. QRS’s are disregarded for US federal tax purposes and therefore not subject to US federal income tax. A QRS is still subject to state, local and foreign taxes where applicable.

As of December 31, 2012, we had net operating losses (“NOLs”) in foreign jurisdictions of approximately $46.1 million, translating to a deferred tax asset before valuation allowance of $11.9 million.  Our NOLs began expiring in 2011 in certain foreign jurisdictions.  The utilization of NOLs may be subject to certain limitations under the tax laws of the relevant jurisdiction.  Management determined that as of December 31, 2012, $11.9 million of deferred tax assets related to losses in foreign jurisdictions did not satisfy the recognition criteria set forth in accounting guidance for income taxes and established valuation allowance for this amount.

Note 17. Discontinued Operations

From time to time, we decide to sell a property. We may make a decision to dispose of a property when it is vacant as a result of tenants vacating space, tenants electing not to renew their leases, tenant insolvency, or lease rejection in the bankruptcy process. In such cases, we assess whether we can obtain the highest value from the property by selling it, as opposed to re-leasing it. When it is appropriate to do so, upon the evaluation of the disposition of long-lived assets, we classify the property as an asset held for sale on our consolidated balance sheet and the current and prior period results of operations of the property are reclassified as discontinued operations.

W. P. Carey 2012 10-K — 114

Notes to Consolidated Financial Statements

The results of operations for properties that are held for sale or have been sold and with which we have no continuing involvement are reflected in the consolidated financial statements as discontinued operations and are summarized as follows (in thousands, net of tax):

	Years Ended December 31,
	2012			2011			2010
Revenues	$	5,438		$	10,897		$	14,923
Expenses	(4,516		)	(9,531		)	(10,026		)
Gain on deconsolidation of a subsidiary	-			1,008			-
(Loss) gain on sale of real estate	(5,019		)	(3,391		)	460
Impairment charges	(12,495		)	(11,838		)	(14,241		)
Loss from discontinued operations	$	(16,592	)	$	(12,855	)	$	(8,884	)

2012 — During the year ended December 31, 2012, we sold 13 domestic properties for $44.8 million, net of selling costs, and recognized an aggregate net loss on these sales of $1.4 million, excluding impairment charges of $12.5 million recognized in the current year and $11.8 million and $0.5 million previously recognized during 2011 and 2010, respectively.

We also sold a property in December 2012 that we acquired in the Merger (Note 3), which was leased to BE Aerospace. We sold the property for $25.3 million, net of selling costs, and recognized a net loss on this sale of $0.5 million.

In December 2012, we entered into a contract to sell a domestic property that we acquired in the Merger for $1.4 million. We completed the sale of this property in January 2013.  At December 31, 2012, this property was classified within Assets held for sale in the consolidated balance sheet.

In connection with the sale of the properties we acquired in the Merger, we wrote off goodwill of $3.2 million related to these properties (Note 8).

2011 — During the year ended December 31, 2011, we sold seven domestic properties for $12.5 million, net of selling costs, and recognized a net loss on these sales of $3.4 million, excluding previously recognized impairment charges of less than $0.1 million and $2.7 million during the years ended December 31, 2011 and 2010, respectively.

In September 2011, one of our subsidiaries consented to a court order appointing a receiver when the subsidiary stopped making payments on the non-recourse debt obligation on a property after the tenant, Career Education Institute, vacated the property. As we no longer had control over the activities that most significantly impact the economic performance of this subsidiary following possession of the property by the receiver, we deconsolidated the subsidiary during the third quarter of 2011. As of the date of deconsolidation, the property had a carrying value of $5.3 million, reflecting the impact of impairment charges totaling $5.6 million recognized during the fourth quarter of 2010, and the related non-recourse mortgage loan had an outstanding balance of $6.3 million. In connection with the deconsolidation, we recognized a gain of $1.0 million during the third quarter of 2011. We believe that our retained interest in this deconsolidated entity had no value at the date of deconsolidation.

2010 — We sold seven properties for a total of $14.6 million, net of selling costs, and recognized a net gain on these sales totaling $0.5 million, excluding impairment charges totaling $5.9 million that were previously recognized in 2010.

Note 18. Segment Reporting

We evaluate our results from operations by our two major business segments — Real Estate Ownership and Investment Management (Note 1). Effective April 1, 2012, we include cash distributions and deferred revenue received and earned from the operating partnerships of CPA®:16 – Global, CPA®:17 – Global and CWI in our Real Estate Ownership segment. Effective January 1, 2011, we include our equity investments in the Managed REITs in our Real Estate Ownership segment. The equity income or loss from the Managed REITs that is now included in our Real Estate Ownership segment represents our proportionate share of the revenue less expenses of the net-leased properties held by the Managed REITS. This treatment is consistent with that of our directly-owned properties. Results of operations for the prior years have been reclassified to conform to the current year presentation. The following table presents a summary of comparative results of these business segments (in thousands):

W. P. Carey 2012 10-K — 115

Notes to Consolidated Financial Statements

	Years Ended December 31,
	2012			2011			2010
Real Estate Ownership (a)
Revenues	$	150,815		$	85,137		$	68,755
Operating expenses (b)	(118,152		)	(44,901		)	(35,346		)
Interest expense	(50,573		)	(21,770		)	(15,636		)
Other, net (c)	83,409			82,912			30,131
Provision for income taxes	(4,012		)	(2,243		)	(2,154		)
Income from continuing operations attributable to W. P. Carey	$	61,487		$	99,135		$	45,750
Investment Management
Revenues (d)	$	223,180		$	242,647		$	191,890
Operating expenses (d)	(207,050		)	(157,572		)	(133,683		)
Other, net (e)	3,878			2,695			2,559
Provision for income taxes	(2,771		)	(34,971		)	(23,660		)
Income from continuing operations attributable to W. P. Carey	$	17,237		$	52,799		$	37,106
Total Company
Revenues (d)	$	373,995		$	327,784		$	260,645
Operating expenses (d)	(325,202		)	(202,473		)	(169,029		)
Interest expense	(50,573		)	(21,770		)	(15,636		)
Other, net (c) (e)	87,287			85,607			32,690
Provision for income taxes	(6,783		)	(37,214		)	(25,814		)
Income from continuing operations attributable to W. P. Carey	$	78,724		$	151,934		$	82,856

	Total Long-Lived Assets at (f)				Total Assets at
	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Real Estate Ownership	$	4,236,993	$	1,273,521	$	4,484,821	$	1,334,066
Investment Management	69,258		70,369		124,221		128,557
Total Company	$	4,306,251	$	1,343,890	$	4,609,042	$	1,462,623

(a)Included within the Real Estate Ownership segment is our total investment in shares of CPA®:16 — Global, which represented approximately 6.8% of our total assets at December 31, 2012 (Note 7).

(b)Includes expenses incurred of $31.7 million related to the Merger for the year ended December 31, 2012.

(c)Includes Other interest income, Income from equity investments in real estate and the Managed REITs, Gain on change in control of interests, Other income and (expenses), and Net income attributable to noncontrolling interests.

(d)Included in revenues and operating expenses are reimbursable costs from affiliates totaling $98.2 million, $64.8 million and $60.0 million for the years ended December 31, 2012, 2011 and 2010, respectively.

(e)Includes Other interest income, Other income and (expenses), Net loss attributable to noncontrolling interests and Net loss (income) attributable to redeemable noncontrolling interest.

(f)Long-lived assets include Net investments in real estate, Goodwill and Intangible assets, net.

W. P. Carey 2012 10-K — 116

Notes to Consolidated Financial Statements

At December 31, 2012, our international investments within our Real Estate Ownership segment were comprised of investments in France, Poland, Germany, Spain, Belgium, Finland, Netherlands and the United Kingdom. The following tables present information about these investments (in thousands):

Year Ended December 31, 2012	Domestic			Foreign (a)			Total
Revenues	$	120,702		$	30,113		$	150,815
Operating expenses	(115,632		)	(2,520		)	(118,152		)
Interest expense	(39,042		)	(11,531		)	(50,573		)
Other, net (b) (c)	76,803			6,606			83,409
Provision for income taxes	(2,697		)	(1,315		)	(4,012		)
Income from continuing operations attributable to W. P. Carey	$	40,134		$	21,353		$	61,487
Total assets	$	3,527,918		$	956,903		$	4,484,821
Total long-lived assets (d)	$	3,361,197		$	875,796		$	4,236,993

Year Ended December 31, 2011	Domestic			Foreign (a)			Total
Revenues	$	75,408		$	9,729		$	85,137
Operating expenses	(40,042		)	(4,859		)	(44,901		)
Interest expense	(20,075		)	(1,695		)	(21,770		)
Other, net (c)	76,736			6,176			82,912
Provision for income taxes	(2,135		)	(108		)	(2,243		)
Income from continuing operations attributable to W. P. Carey	$	89,892		$	9,243		$	99,135
Total assets	$	1,258,544		$	75,522		$	1,334,066
Total long-lived assets (d)	$	1,203,474		$	70,047		$	1,273,521

Year Ended December 31, 2010	Domestic			Foreign(a)			Total
Revenues	$	61,049		$	7,706		$	68,755
Operating expenses	(31,604		)	(3,742		)	(35,346		)
Interest expense	(13,894		)	(1,742		)	(15,636		)
Other, net (c)	26,188			3,943			30,131
Provision for income taxes	(2,124		)	(30		)	(2,154		)
Income from continuing operations attributable to W. P. Carey	$	39,615		$	6,135		$	45,750
Total assets	$	965,418		$	82,987		$	1,048,405
Total long-lived assets (d)	$	961,298		$	73,447		$	1,034,745

(a)All years include operations in France, Germany, Poland and Spain. The year ended December 31, 2012 also includes operations in Belgium, Finland, the Netherlands and the United Kingdom through properties acquired from CPA®:15 in the Merger.

(b)Amount for the year ended December 31, 2012 includes our $15.1 million share of the net gain recognized by a jointly-owned entity in connection with selling its interests in the Médica investment.

(c)Includes Other interest income, Income from equity investments in real estate and the Managed REITs, Gain on change in control of interests, Other income and (expenses), and Net income attributable to noncontrolling interests.

(d)Consists of Net investments in real estate, Goodwill and Intangible assets, net, as applicable.

W. P. Carey 2012 10-K — 117

Notes to Consolidated Financial Statements

Note 19. Selected Quarterly Financial Data (Unaudited)

(Dollars in thousands, except per share amounts)

	Three Months Ended
	March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012
Revenues (a) (b)	$	68,378	$	67,182	$	70,377	$	168,058
Expenses (a)	56,693		59,005		85,889		123,615
Net income	11,669		31,230		2,226		17,654
Add: Net loss (income) attributable to noncontrolling interests	578		480		325		(1,990		)
Add: Net loss (income) attributable to redeemable noncontrolling interests	43		67		37		(187		)
Net income attributable to W. P. Carey	12,290		31,777		2,588		15,477
Earnings per share attributable to W. P. Carey:
Basic	0.30		0.78		0.06		0.22
Diluted	0.30		0.77		0.06		0.22
Distributions declared per share	0.565		0.567		0.650		0.660

	Three Months Ended
	March 31, 2011			June 30, 2011			September 30, 2011			December 31, 2011
Revenues (a) (c)	$	75,165		$	115,735		$	75,913		$	60,971
Expenses (a)	48,346			52,283			51,626			50,218
Net income	23,616			81,060			25,258			9,204
Add: Net loss attributable to noncontrolling interests	330			384			581			569
Add: Net income attributable to redeemable noncontrolling interests	(603		)	(1		)	(637		)	(682		)
Net income attributable to W. P. Carey	23,343			81,443			25,202			9,091
Earnings per share attributable to W. P. Carey:
Basic	0.58			2.02			0.62			0.22
Diluted	0.58			1.99			0.62			0.22
Distributions declared per share	0.512			0.550			0.560			0.563

(a)Certain amounts from previous quarters have been reclassified to discontinued operations (Note 17).

(b)Amount for the three months ended December 31, 2012 includes the impact of the Merger with CPA®:15 (Note 3).

(c)Amount for the three months ended June 30, 2011 includes $52.5 million of incentive, termination and subordinated disposition revenue recognized in connection with the CPA®:14/16 Merger (Note 4).

Note 20.Subsequent Events

In January 2013, our board of directors approved loans to CWI up to $50.0 million to be made at our discretion. We intend to fund any such loans from our Revolver.

In February 2013, the Compensation Committee approved long-term incentive plan awards to key employees consisting of 166,200 RSUs and 75,900 PSUs that could have a dilutive impact on our earnings per share calculation.

W. P. Carey 2012 10-K — 118

Notes to Consolidated Financial Statements

W. P. CAREY INC.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2012, 2011 and 2010

(in thousands)

Description	Balance at Beginning of Year		Other Additions (a)		Deductions		Balance at End of Year
Year Ended December 31, 2012:
Valuation reserve for deferred tax assets	$	-	$	11,915	$	-	$	11,915
	$	-	$	11,915	$	-	$	11,915
Year Ended December 31, 2011:
Valuation reserve for deferred tax assets	$	-	$	-	$	-	$	-
	$	-	$	-	$	-	$	-
Year Ended December 31, 2010:
Valuation reserve for deferred tax assets	$	-	$	-	$	-	$	-
	$	-	$	-	$	-	$	-

(a)Represents amount acquired in the Merger.

W. P. Carey 2012 10-K — 119

W. P. CAREY INC.

SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION

December 31, 2012
(in thousands)

																				Life on which
																				Depreciation in
							Costs Capitalized		Increase		Gross Amount at which Carried									Latest Statement
			Initial Cost to Company				Subsequent to		(Decrease) in Net		at Close of Period (c)						Accumulated		Date	of Income is
Description	Encumbrances		Land		Buildings		Acquisition (a)		Investments (b)		Land		Buildings		Total		Depreciation (c)		Acquired	Computed
Real Estate Under Operating Leases:
Office facilities in Broomfield, CO	$	-	$	248	$	2,538	$	4,844	$	(2,069)	$	2,643	$	2,918	$	5,561	$	1,217	Jan. 1998	40 yrs.
Distribution facilities and warehouses in Erlanger, KY	12,000		1,526		21,427		2,966		141		1,526		24,534		26,060		9,431		Jan. 1998	40 yrs.
Retail store in Montgomery, AL	-		855		6,762		277		(6,978)		142		774		916		417		Jan. 1998	40 yrs.
Warehouse/distribution facilities in Anchorage, AK and Commerce, CA	-		4,905		11,898		-		12		4,905		11,910		16,815		1,636		Jan. 1998	40 yrs.
Office facility in Toledo, OH	-		224		2,408		-		-		224		2,408		2,632		1,003		Jan. 1998	40 yrs.
Industrial facility in Goshen, IN	-		239		940		-		-		239		940		1,179		133		Jan. 1998	40 yrs.
Office facility in Raleigh, NC	-		1,638		2,844		157		(2,554)		828		1,257		2,085		454		Jan. 1998	20 yrs.
Office facility in King of Prussia, PA	-		1,219		6,283		1,295		-		1,219		7,578		8,797		2,658		Jan. 1998	40 yrs.
Warehouse/distribution facility in Fort Lauderdale, FL	-		1,893		11,077		703		(8,449)		1,173		4,051		5,224		1,429		Jan. 1998	40 yrs.
Industrial facilities in Pinconning, MS	-		32		1,692		-		-		32		1,692		1,724		634		Jan. 1998	40 yrs.
Industrial facilities in San Fernando, CA	6,991		2,052		5,322		-		152		2,052		5,474		7,526		2,043		Jan. 1998	40 yrs.
Land leased in several cities in the following states: Alabama, Florida, Georgia, Illinois, Louisiana, Missouri, New Mexico, North Carolina, South Carolina, and Texas	139		9,382		-		-		(172)		9,210		-		9,210		-		Jan. 1998	N/A
Industrial facility in Milton, VT	-		220		1,579		-		-		220		1,579		1,799		592		Jan. 1998	40 yrs.
Land in Glendora, CA	-		1,135		-		-		17		1,152		-		1,152		-		Jan. 1998	N/A
Industrial facility in Doraville, GA	4,842		3,288		9,864		1,546		274		3,288		11,684		14,972		3,887		Jan. 1998	40 yrs.
Office facilities in Collierville, TN and warehouse/distribution facilities in Corpus Christi and College Station, TX	51,871		3,490		72,497		-		(15,008)		334		60,645		60,979		4,003		Jan. 1998	40 yrs.
Land in Irving and Houston, TX	8,313		9,795		-		-		-		9,795		-		9,795		-		Jan. 1998	N/A
Industrial facility in Chandler, AZ	12,066		5,035		18,957		7,435		541		5,035		26,933		31,968		8,959		Jan. 1998	40 yrs.
Warehouse/distribution facilities in Houston, TX	-		167		885		73		-		167		958		1,125		345		Jan. 1998	40 yrs.
Office facilities in Bridgeton, MO	-		842		4,762		1,627		71		842		6,460		7,302		1,552		Jan. 1998	40 yrs.
Industrial facility in Industry, CA	-		3,789		13,164		1,872		318		3,789		15,354		19,143		4,608		Jan. 1998	40 yrs.
Retail stores in Drayton Plains, MI and Citrus Heights, CA	-		1,039		4,788		165		193		1,039		5,146		6,185		1,049		Jan. 1998	35 yrs.
Warehouse/distribution facility in Memphis, TN	-		1,882		3,973		-		(3,893)		328		1,634		1,962		538		Jan. 1998	15 yrs.

W. P. Carey 2012 10-K — 120

SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)
December 31, 2012
(in thousands)

												Life on which
												Depreciation in
				Costs Capitalized	(Decrease)	Gross Amount at which Carried						Latest Statement
		Initial Cost to Company		Subsequent to	Increase in Net	at Close of Period (c)			Accumulated		Date	of Income is
Description	Encumbrances	Land	Buildings	Acquisition (a)	Investments (b)	Land	Buildings	Total	Depreciation (c)		Acquired	Computed
Retail store in Bellevue, WA	8,269	4,125	11,812	393	(123)	4,371	11,836	16,207	4,352		Apr. 1998	40 yrs.
Office facility in Houston, TX	-	3,260	22,574	1,628	(23,311)	211	3,940	4,151	2,944		Jun. 1998	40 yrs.
Office facility in Rio Rancho, NM	8,162	1,190	9,353	1,504	-	1,467	10,580	12,047	3,598		Jul. 1998	40 yrs.
Vacant office facility in Moorestown, NJ	-	351	5,981	943	43	351	6,967	7,318	2,890		Feb. 1999	40 yrs.
Office facility in Norcross, GA	28,347	5,200	25,585	11,822	-	5,200	37,407	42,607	12,327		Jun. 1999	40 yrs.
Office facility in Tours, France	4,991	1,034	9,737	342	4,169	1,451	13,831	15,282	4,154		Sep. 2000	40 yrs.
Office facility in Illkirch, France	13,171	-	18,520	-	9,116	-	27,636	27,636	8,826		Dec. 2001	40 yrs.
Industrial and warehouse/distribution facilities in Lenexa, KS; Winston-Salem, NC; and Dallas, TX	-	1,860	12,539	-	5	1,860	12,544	14,404	3,310		Sep. 2002	40 yrs.
Office facilities in Playa Vista and Venice, CA	50,306	2,032	10,152	52,816	1	5,889	59,112	65,001	2,853		Sep. 2004; Sep. 2012	40 yrs.
Warehouse/distribution facility in Greenfield, IN	-	2,807	10,335	223	(8,383)	967	4,015	4,982	853		Sep. 2004	40 yrs.
Warehouse/distribution facilities in Birmingham, AL	4,425	1,256	7,704	-	-	1,256	7,704	8,960	1,597		Sep. 2004	40 yrs.
Industrial facility in Scottsdale, AZ	1,229	586	46	-	-	586	46	632	10		Sep. 2004	40 yrs.
Retail store in Hot Springs, AR	-	850	2,939	2	(2,614)	-	1,177	1,177	245		Sep. 2004	40 yrs.
Industrial facilities in Apopka, FL	-	362	10,855	569	(155)	337	11,294	11,631	2,287		Sep. 2004	40 yrs.
Land in San Leandro, CA	-	1,532	-	-	-	1,532	-	1,532	(1	)	Dec. 2006	N/A
Industrial facility in Sunnyvale, CA	-	1,663	3,571	-	-	1,663	3,571	5,234	803		Dec. 2006	27 yrs.
Fitness and recreational sports center in Austin, TX	3,165	1,725	5,168	-	-	1,725	5,168	6,893	1,103		Dec. 2006	28.5 yrs.
Retail store in Wroclaw, Poland	8,309	3,600	10,306	-	(1,958)	3,305	8,643	11,948	1,093		Dec. 2007	40 yrs.
Office facility in Fort Worth, TX	33,631	4,600	37,580	-	-	4,600	37,580	42,180	2,740		Feb. 2010	40 yrs.
Warehouse/distribution facility in Mallorca, Spain	-	11,109	12,636	-	2,212	12,161	13,796	25,957	891		Jun. 2010	40 yrs.
Industrial and office facilities in San Diego, CA	33,527	7,247	29,098	967	(5,514)	4,762	27,036	31,798	1,982		May. 2011	40 yrs.
Retail stores in Florence, AL; Snellville, GA; Concord, NC; Rockport, TX; and Virginia Beach, VA	22,000	5,646	12,367	-	-	5,646	12,367	18,013	109		Sep. 2012	40 yrs.
Hospitality facilities in Irvine, Sacramento, and San Diego, CA; Orlando, FL; Des Plaines, IL; Indianapolis, IN; Louisville, KY; Linthicum Heights, MD; Newark, NJ; Albuquerque, NM; and Spokane, WA	140,000	32,680	198,999	-	-	32,680	198,999	231,679	1,369		Sep. 2012	34 - 37 yrs.
Industrial facilities in Bluffton, OH; Auburn, IN; and Milan, TN	-	2,564	6,998	-	-	2,564	6,998	9,562	58		Sep. 2012	30 yrs.
Land in Irvine, CA	1,666	4,173	-	-	-	4,173	-	4,173	-		Sep. 2012	N/A
Office facility in Alpharetta, GA	7,699	2,198	6,349	-	-	2,198	6,349	8,547	53		Sep. 2012	30 yrs.
Office facility in Clinton, NJ	25,714	2,866	34,834	-	-	2,866	34,834	37,700	290		Sep. 2012	30 yrs.

W. P. Carey 2012 10-K — 121

SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)
December 31, 2012
(in thousands)

											Life on which
											Depreciation in
				Costs Capitalized	(Decrease)	Gross Amount at which Carried					Latest Statement
		Initial Cost to Company		Subsequent to	Increase in Net	at Close of Period (c)			Accumulated	Date	of Income is
Description	Encumbrances	Land	Buildings	Acquisition (a)	Investments (b)	Land	Buildings	Total	Depreciation (c)	Acquired	Computed
Office facilities in St. Petersburg, FL	18,481	3,280	24,627	-	-	3,280	24,627	27,907	205	Sep. 2012	30 yrs.
Movie theatre in Baton Rouge, LA	10,025	4,168	5,724	-	-	4,168	5,724	9,892	48	Sep. 2012	30 yrs.
Office facilities in San Diego, CA	17,470	7,804	16,729	-	-	7,804	16,729	24,533	139	Sep. 2012	30 yrs.
Industrial facilities in Richmond, CA	-	895	1,953	-	-	895	1,953	2,848	16	Sep. 2012	30 yrs.
Warehouse/distribution and industrial facilities in Kingman, AZ; Woodland, CA; Jonesboro, GA; Kansas City, MO; Springfield, OR; Fogelsville, PA; and Corsicana, TX	64,836	16,386	84,668	-	-	16,386	84,668	101,054	700	Sep. 2012	30 yrs.
Warehouse/distribution facilities in Lens, Nimes, Colomiers, Thuit Hebert, Ploufragen, and Cholet, France	94,059	15,779	89,421	-	2,929	16,219	91,910	108,129	764	Sep. 2012	30 yrs.
Warehouse/distribution facilities in Orlando, FL; Macon, GA; Rocky Mount, NC, and Lewisville, TX	14,645	2,163	17,715	-	-	2,163	17,715	19,878	148	Sep. 2012	30 yrs.
Fitness and recreational sports center in Newton, MA	7,655	1,897	11,451	-	-	1,897	11,451	13,348	94	Sep. 2012	30 yrs.
Industrial facilities in Chattanooga, TN	-	558	5,923	-	-	558	5,923	6,481	49	Sep. 2012	30 yrs.
Industrial facilities in Mooresville, NC	6,512	756	9,775	-	-	756	9,775	10,531	80	Sep. 2012	30 yrs.
Industrial facility in MaCalla, AL	6,307	960	14,472	-	-	960	14,472	15,432	115	Sep. 2012	31 yrs.
Office facility in Lower Makefield Township, PA	10,874	1,726	12,781	-	-	1,726	12,781	14,507	105	Sep. 2012	30 yrs.
Industrial facility in Fort Smith, AZ	-	1,063	6,159	-	-	1,063	6,159	7,222	50	Sep. 2012	30 yrs.
Retail facilities in Greenwood, IN and Buffalo, NY	8,893	-	19,990	-	-	-	19,990	19,990	161	Sep. 2012	30 - 31 yrs.
Industrial facilities in Bowling Green, KY and Jackson, TN	7,436	1,492	8,182	-	-	1,492	8,182	9,674	66	Sep. 2012	31 yrs.
Industrial facilities in Mattoon, IL; Holyoke, MA; and Morristown, TN and a warehouse/distribution facility in Westfield, MA	5,245	1,891	11,064	-	-	1,891	11,064	12,955	90	Sep. 2012	31 yrs.
Industrial facility in Rancho Cucamonga, CA and educational facilities in Glendale Heights, IL; Exton, PA; and Avondale, AZ	37,911	14,006	33,683	-	-	14,006	33,683	47,689	263	Sep. 2012	31 - 32 yrs.
Sports facilities in Rochester Hills and Canton, MI	22,160	5,447	9,988	-	-	5,447	9,988	15,435	81	Sep. 2012	31 yrs.
Industrial facilities in St. Petersburg, FL; Buffalo Grove, IL; West Lafayette, IN; Excelsior Springs, MO; and North Versailles, PA	12,860	6,559	19,078	-	-	6,559	19,078	25,637	153	Sep. 2012	31 yrs.

W. P. Carey 2012 10-K — 122

SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)
December 31, 2012
(in thousands)

											Life on which
											Depreciation in
				Costs Capitalized	(Decrease)	Gross Amount at which Carried					Latest Statement
		Initial Cost to Company		Subsequent to	Increase in Net	at Close of Period (c)			Accumulated	Date	of Income is
Description	Encumbrances	Land	Buildings	Acquisition (a)	Investments (b)	Land	Buildings	Total	Depreciation (c)	Acquired	Computed
Industrial facilities in Tolleson, AZ; Alsip, IL; and Solvay, NY	15,164	6,080	23,424	-	-	6,080	23,424	29,504	187	Sep. 2012	31 yrs.
Land in Kahl, Germany	10,573	6,694	-	-	186	6,880	-	6,880	-	Sep. 2012	N/A
Land in Memphis, TN and sports facilities in Bedford, TX and Englewood, CO	8,050	4,877	4,258	-	-	4,877	4,258	9,135	34	Sep. 2012	31 yrs.
Office facilities in Brussels, Belgium	11,094	1,505	6,026	-	210	1,547	6,194	7,741	48	Sep. 2012	32 yrs.
Warehouse/distribution facilities in Oceanside, CA and Concordville, PA	4,506	3,333	8,270	-	-	3,333	8,270	11,603	66	Sep. 2012	31 yrs.
Office facility in Peachtree City, GA	3,962	1,205	5,907	-	-	1,205	5,907	7,112	47	Sep. 2012	31 yrs.
Self-storage and trucking facilities in numerous locations throughout the U.S.	154,658	74,551	319,186	-	-	74,551	319,186	393,737	2,527	Sep. 2012	31 yrs.
Warehouse/distribution facility in La Vista, NE	22,340	4,196	23,148	-	-	4,196	23,148	27,344	173	Sep. 2012	33 yrs.
Office facility in Pleasanton, CA	12,861	3,675	7,468	-	-	3,675	7,468	11,143	59	Sep. 2012	31 yrs.
Office facility in San Marcos, TX	-	440	688	-	-	440	688	1,128	5	Sep. 2012	31 yrs.
Office facilities in Espoo, Finland	58,910	40,555	15,662	-	1,565	41,684	16,098	57,782	127	Sep. 2012	31 yrs.
Office facility in Conflans, France	20,378	7,208	11,333	-	516	7,409	11,648	19,057	91	Sep. 2012	31 yrs.
Office facilities in Chicago, IL	15,499	2,169	19,010	-	-	2,169	19,010	21,179	149	Sep. 2012	31 yrs.
Industrial facility in Louisville, CO	10,417	5,342	8,786	-	-	5,342	8,786	14,128	69	Sep. 2012	31 yrs.
Industrial facilities in Hollywood and Orlando, FL	-	3,639	1,269	-	-	3,639	1,269	4,908	10	Sep. 2012	31 yrs.
Industrial facility in Golden, CO	-	808	4,304	-	-	808	4,304	5,112	36	Sep. 2012	30 yrs.
Industrial facilities in Texarkana, TX and Orem, UT	2,699	1,755	4,493	-	-	1,755	4,493	6,248	35	Sep. 2012	31 yrs.
Industrial facility in Eugene, OR	4,724	2,286	3,783	-	-	2,286	3,783	6,069	30	Sep. 2012	31 yrs.
Industrial facility in Neenah, WI	4,869	438	4,954	-	-	438	4,954	5,392	39	Sep. 2012	31 yrs.
Industrial facility in South Jordan, UT	13,075	2,183	11,340	-	-	2,183	11,340	13,523	89	Sep. 2012	31 yrs.
Warehouse/distribution facility in Ennis, TX	2,609	478	4,087	-	-	478	4,087	4,565	32	Sep. 2012	31 yrs.
Childcare facilities in Chandler and Tucson, AZ; Alhambra, Chino, Garden Grove, and Tustin, CA; Westland and Canton, MI; and Carrollton, Duncansville, and Lewisville, TX	-	6,343	379	-	(1,384)	5,338	-	5,338	-	Sep. 2012	N/A
Retail facility in Oklahoma City, OK	5,759	1,246	4,771	-	-	1,246	4,771	6,017	37	Sep. 2012	32 yrs.
Land in Farmington, CT and Braintree, MA	490	2,409	-	-	-	2,409	-	2,409	-	Sep. 2012	N/A
Office facilities in Helsinki, Finland	58,917	26,560	20,735	-	1,316	27,299	21,312	48,611	165	Sep. 2012	32 yrs.
Office facility in Paris, France	73,391	23,387	43,450	-	1,860	24,038	44,659	68,697	341	Sep. 2012	32 yrs.

W. P. Carey 2012 10-K — 123

SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)
December 31, 2012
(in thousands)

																				Life on which
																				Depreciation in
							Costs Capitalized		(Decrease)		Gross Amount at which Carried									Latest Statement
			Initial Cost to Company				Subsequent to		Increase in Net		at Close of Period (c)						Accumulated		Date	of Income is
Description	Encumbrances		Land		Buildings		Acquisition (a)		Investments (b)		Land		Buildings		Total		Depreciation (c)		Acquired	Computed
Retail facilities in Bydgoszcz, Czestochowa, Jablonna, Katowice, Kielce, Lodz, Lubin, Olsztyn, Opole, Plock, Walbrzych, Warsaw, and Warszawa, Poland	148,643		26,564		72,866		-		2,768		27,303		74,895		102,198		785		Sep. 2012	23 - 34 yrs.
Office facility in Laupheim, Germany	-		2,072		8,339		-		290		2,130		8,571		10,701		107		Sep. 2012	20 yrs.
Industrial facilities in Danbury, CT and Bedford, MA	12,973		3,519		16,329		-		-		3,519		16,329		19,848		136		Sep. 2012	29 yrs.
	$	1,512,763	$	513,758	$	1,777,346	$	94,169	$	(53,660)	$	509,530	$	1,822,083	$	2,331,613	$	116,075

W. P. Carey 2012 10-K — 124

SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)
December 31, 2012
(in thousands)

												Gross Amount at
							Costs Capitalized					which Carried
			Initial Cost to Company				Subsequent to		Decrease in Net			at Close of		Date
Description	Encumbrances		Land		Buildings		Acquisition (a)		Investments (b)			Period Total		Acquired
Direct Financing Method:
Retail stores in several cities in the following states: Alabama, Florida, Georgia, Illinois, Louisiana, Missouri, New Mexico, North Carolina, South Carolina, and Texas	$	199	$	-	$	16,416	$	-	$	(384)		$	16,032	Jan. 1998
Office and industrial facilities in Glendora, CA and Romulus, MI	-		454		13,251		9		(2,437)			11,277		Jan. 1998
Industrial facilities in Thurmont, MD and Farmington, NY	-		729		6,093		-		(158)			6,664		Jan. 1998
Industrial facilities in Irving and Houston, TX	20,118		-		27,599		-		(3,897)			23,702		Jan. 1998
Retail facilities in Farmington, CT and Braintree, MA	3,010		-		8,761		-		-			8,761		Sep. 2012
Education facilities in Chandler and Tucson, AZ; Alhambra, Chino, Garden Grove, and Tustin, CA; Naperville, IL; Westland and Canton, MI; and Carrollton, Duncansville, and Lewisville, TX	-		-		7,840		-		-			7,840		Sep. 2012
Industrial facility in Owingsville, KY	113		309		5,741		-		(88)			5,962		Sep. 2012
Retail facility in Freehold, NJ	6,515		-		17,067		-		(12)			17,055		Sep. 2012
Office facilities in Corpus Christi, Odessa, San Marcos, and Waco, TX	5,313		2,089		14,211		-		(102		)	16,198		Sep. 2012
Retail facilities in Osnabruck, Borken, Bunde, Arnstadt, Dorsten, Duisburg, Freiberg, Leimbach-Kaiserro, Monheim, Oberhausen, Rodewisch, Sankt Augustin, Schmalkalden, Stendal, Wuppertal, and Monheim, Germany	87,982		28,734		145,854		-		4,837			179,425		Sep. 2012
Warehouse/distribution facility in Birmingham, United Kingdom	10,903		2,147		12,357		-		117			14,621		Sep. 2012
Warehouse/distribution facilities in Mesquite, TX	6,905		2,851		15,899		-		(38)			18,712		Sep. 2012
Industrial facility in Rochester, MN	5,211		881		17,039		-		39			17,959		Sep. 2012
Office facility in Irvine, CA	6,792		-		17,027		-		(19)			17,008		Sep. 2012
Sports facility in Memphis, TN	1,890		-		4,823		-		(33)			4,790		Sep. 2012
Industrial facility in Brownwood, TX	-		722		6,268		-		-			6,990		Sep. 2012
Education facility in Glendale Heights, IL	-		-		3,009		-		-			3,009		Sep. 2012
	$	154,951	$	38,916	$	339,255	$	9	$	(2,175)		$	376,005

W. P. Carey 2012 10-K — 125

SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)

December 31, 2012
(in thousands)

																								Life on which
																								Depreciation
			Initial Cost to Company						Costs Capitalized		Decrease		Gross Amount at which Carried at Close of Period (c)											in Latest Statement of
Description	Encumbrances		Land		Buildings		Personal Property		Subsequent to Acquisition (a)		in Net Investments (b)		Land		Buildings		Personal Property		Total		Accumulated Depreciation (c)		Date Acquired	Income is Computed
Operating Real Estate:
Hotel in Livonia, MI	$	-	$	2,765	$	11,087	$	3,816	$	18,733	$	(20,440)	$	892	$	5,556	$	9,513	$	15,961	$	10,961	Jan. 1998	7-40 yrs.
Self-storage facilities in Taunton, North Andover, North Billerica, and Brockton, MA	9,532		4,300		12,274		-		254		(478)		4,300		12,050		-		16,350		2,036		Dec. 2006	25-40 yrs.
Self-storage facility in Newington, CT	2,073		520		2,973		-		241		(121)		520		3,093		-		3,613		468		Dec. 2006	40 yrs.
Self-storage facility in Killeen, TX	3,226		1,230		3,821		-		339		(179)		1,230		3,981		-		5,211		648		Dec. 2006	30 yrs.
Self-storage facility in Rohnert Park, CA	3,108		1,761		4,989		-		40		-		1,761		5,029		-		6,790		748		Jan. 2007	40 yrs.
Self-storage facility in Fort Worth, TX	2,150		1,030		4,176		-		33		-		1,030		4,209		-		5,239		626		Jan. 2007	40 yrs.
Self-storage facility in Augusta, GA	1,876		970		2,442		-		48		-		970		2,490		-		3,460		367		Feb. 2007	39 yrs.
Self-storage facility in Garland, TX	1,435		880		3,104		-		57		-		880		3,161		-		4,041		461		Feb. 2007	40 yrs.
Self-storage facility in Lawrenceville, GA	2,314		1,410		4,477		-		82		-		1,411		4,558		-		5,969		717		Mar. 2007	37 yrs.
Self-storage facility in Fairfield, OH	1,824		540		2,640		-		19		-		540		2,659		-		3,199		508		Apr. 2007	30 yrs.
Self-storage facility in Tallahassee, FL	3,629		850		5,736		-		7		-		850		5,743		-		6,593		809		Apr. 2007	40 yrs.
Self-storage facility in Lincolnshire, IL	1,955		1,477		1,519		-		96		-		1,477		1,615		-		3,092		220		Jul. 2010	18 yrs.
Self-storage facility in Chicago, IL	1,683		823		912		-		627		-		823		1,539		-		2,362		278		Jul. 2010	15 yrs.
Self-storage facility in Chicago, IL	1,411		700		733		-		556		-		700		1,289		-		1,989		223		Jul. 2010	15 yrs.
Self-storage facility in Bedford Park, IL	1,713		809		1,312		-		200		-		809		1,512		-		2,321		196		Jul. 2010	20 yrs.
Self-storage facility in Bentonville, AR	2,024		1,050		1,323		-		22		-		1,050		1,345		-		2,395		131		Sep. 2010	24 yrs.
Self-storage facility in Tallahassee, FL	3,848		570		3,447		-		30		-		570		3,477		-		4,047		262		Sep. 2010	30 yrs.
Self-storage facility in Pensacola, FL	1,801		560		2,082		-		5		-		560		2,087		-		2,647		156		Sep. 2010	30 yrs.
Self-storage facility in Chicago, IL	2,081		1,785		2,616		-		23		-		1,785		2,639		-		4,424		178		Oct. 2010	32 yrs.
	$	47,683	$	24,030	$	71,663	$	3,816	$	21,412	$	(21,218)	$	22,158	$	68,032	$	9,513	$	99,703	$	19,993

W. P. Carey 2012 10-K — 126

W. P. CAREY INC.

NOTES TO SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION

(in thousands)

(a)Consists of the cost of improvements and acquisition costs subsequent to acquisition, including legal fees, appraisal fees, title costs, other related professional fees and purchases of furniture, fixtures, equipment and improvements at the hotel properties. For business combinations, transaction costs are excluded.

(b)The increase (decrease) in net investment is primarily due to (i) the amortization of unearned income from net investment in direct financing leases, which produces a periodic rate of return that at times may be greater or less than lease payments received, (ii) sales of properties, (iii) impairment charges, and (iv) changes in foreign currency exchange rates.

(c)Reconciliation of real estate and accumulated depreciation (see below):

	Reconciliation of Real Estate Subject to
	Operating Leases
	Years Ended December 31,
	2012		2011		2010
Balance at beginning of year	$	646,482	$	560,592	$	525,607
Additions	1,777,443		107,484		67,787
Dispositions	(75,548)		(22,106)		(18,896)
Foreign currency translation adjustment	13,263		(1,837)		(2,142)
Reclassification from (to) equity investment, direct financing lease, intangible assets or assets held for sale	(17,681)		20,105		1,790
Deconsolidation of real estate asset	-		(5,938)		-
Impairment charges	(12,346)		(11,818)		(13,554)
Balance at end of year	$	2,331,613	$	646,482	$	560,592
	Reconciliation of Accumulated Depreciation for
	Real Estate Subject to Operating Leases
	Years Ended December 31,
	2012		2011		2010
Balance at beginning of year	$	118,054	$	108,032	$	100,247
Depreciation expense	24,302		15,179		13,437
Dispositions	(22,947)		(5,785)		(5,000)
Foreign currency translation adjustment	358		(396)		(839)
Reclassification from (to) equity investment, direct financing lease, intangible assets or assets held for sale	(3,692)		2,339		187
Deconsolidation of real estate asset	-		(1,315)		-
Balance at end of year	$	116,075	$	118,054	$	108,032
	Reconciliation of Operating Real Estate
	Years Ended December 31,
	2012		2011		2010
Balance at beginning of year	$	109,875	$	109,851	$	85,927
Additions/capital expenditures	295		24		23,924
Impairment charges	(10,467)		-		-
Balance at end of year	$	99,703	$	109,875	$	109,851
	Reconciliation of Accumulated Depreciation for
	Operating Real Estate
	Years Ended December 31,
	2012		2011		2010
Balance at beginning of year	$	17,121	$	14,280	$	12,039
Depreciation expense	2,872		2,841		2,241
Balance at end of year	$	19,993	$	17,121	$	14,280

At December 31, 2012, the aggregate cost of real estate that we and our consolidated subsidiaries own for federal income tax purposes was approximately $2.6 billion.

W. P. Carey 2012 10-K — 127

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

Our disclosure controls and procedures include our controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.

Our chief executive officer and chief financial officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures at December 31, 2012, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of December 31, 2012 at a reasonable level of assurance.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

We assessed the effectiveness of our internal control over financial reporting at December 31, 2012. In making this assessment, we used the framework set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, we concluded that, at December 31, 2012, our internal control over financial reporting is effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2012 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report in Item 8.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

W. P. Carey 2012 10-K — 128

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

This information will be contained in our definitive proxy statement for the 2013 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated by reference.

Item 11. Executive Compensation.

This information will be contained in our definitive proxy statement for the 2013 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

This information will be contained in our definitive proxy statement for the 2013 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

This information will be contained in our definitive proxy statement for the 2013 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated by reference.

Item 14. Principal Accounting Fees and Services.

This information will be contained in our definitive proxy statement for the 2013 Annual Meeting of Stockholders, to be filed within 120 days following the end of our fiscal year, and is incorporated by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(1) and (2) — Financial statements and schedules — see index to financial statements and schedules included in Item 8.

Other Financial Statements:

Corporate Property Associates 16 – Global Incorporated (Incorporated by reference to Item 8 of the Annual Report on Form 10-K filed February 26, 2013 by Corporate Property Associates 16 – Global Incorporated)

(3)Exhibits:

The following exhibits are filed as part of this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.

Exhibit No.	Description	Method of Filing
3.1	Articles of Amendment and Restatement	Filed herewith
3.2	Amended and Restated Bylaws	Filed herewith
4.1	Form of Common Stock Certificate	Filed herewith
10.1	W. P. Carey Inc. (formerly W. P. Carey & Co. LLC) 1997 Non-Employee Directors’ Incentive Plan, as amended *	Incorporated by reference to Schedule 14A filed April 30, 2007 (File No. 001-13779), adopted by W. P. Carey Inc. via post-effective amendment No. 1 to Form S-8 filed on October 1, 2012 (File No. 333-64549)

W. P. Carey 2012 10-K — 129

Exhibit No.	Description	Method of Filing
10.2	W. P. Carey Inc. (formerly W. P. Carey & Co. LLC) 1997 Share Incentive Plan, as amended *	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed August 7, 2009 (File No. 001-13779), adopted by W. P. Carey Inc. via post-effective amendment No. 1 to Form S-8 filed on October 1, 2012 (File No. 333-90880)
10.3	W. P. Carey Inc. (formerly W. P. Carey & Co. LLC) Long-Term Incentive Program as amended and restated effective as of September 28, 2012	Filed herewith
10.4	W. P. Carey Inc. Amended and Restated Deferred Compensation Plan for Employees *	Filed herewith
10.5	W. P. Carey Inc. Share Incentive Plan, as amended and restated (the “2009 Share Incentive Plan”) *	Incorporated by reference to Exhibit 99.1 to post-effective amendment No. 1 to Form S-8 filed on October 1, 2012 (File No. 333-160078)
10.6	Form of Share Option Agreement under the 2009 Share Incentive Plan *	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed August 6, 2009
10.7	Form of Restricted Share Agreement under the 2009 Share Incentive Plan *	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed August 6, 2009
10.8	Form of Restricted Share Unit Agreement under the 2009 Share Incentive Plan *	Filed herewith
10.9	Form of Long-Term Performance Share Unit Award Agreement under the 2009 Share Incentive Plan *	Filed herewith
10.10	W. P. Carey Inc. 2009 Non-Employee Directors’ Incentive Plan, as amended and restated (the “2009 Directors Plan”) *	Incorporated by reference to Exhibit 99.2 to post-effective amendment No. 1 to Form S-8 filed on October 1, 2012 (File No. 333-160079)
10.11	Form of Restricted Share Unit Agreement under the 2009 Directors Plan *	Filed herewith
10.12	Amended and Restated Advisory Agreement, dated as of September 28, 2012 among Corporate Property Associates 16 — Global Incorporated, CPA 16 LLC and Carey Asset Management Corp.	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed November 8, 2012
10.13	Asset Management Agreement, dated May 2, 2011, by and among W. P. Carey & Co. B.V., Corporate Property Associates 16 – Global Incorporated and CPA 16 LLC	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed August 9, 2011
10.14	Amended and Restated Advisory Agreement dated as of September 28, 2012 among Corporate Property Associates 17 – Global Incorporated, CPA:17 Limited Partnership and Carey Asset Management Corp.	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed November 8, 2012
10.15	Asset Management Agreement dated as of July 1, 2008 between Corporate Property Associates 17 – Global Incorporated, CPA:17 Limited Partnership and W. P. Carey & Co. B. V.	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed August 8, 2008
10.16	Advisory Agreement dated September 15, 2010 between Carey Watermark Investors Incorporated, CWI OP, LP, and Carey Lodging Advisors, LLC	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed November 5, 2010

W. P. Carey 2012 10-K — 130

Exhibit No.	Description	Method of Filing
10.17	Agreement and Plan of Merger dated as of February 17, 2012, by and between Corporate Property Associates 15 Incorporated, CPA 15 Holdco, Inc., W. P. Carey & Co. LLC, W. P. Carey REIT, Inc., CPA 15 Merger Sub Inc., a subsidiary of W. P. Carey REIT, Inc. (subsequently renamed W. P. Carey Inc.), and, for the limited purposes set forth therein, Carey Asset Management Corp. and W. P. Carey & Co. B.V., each a subsidiary of W. P. Carey & Co. LLC	Incorporated by reference to the Current Report on Form 8-K filed February 21, 2012
10.18	Agreement and Plan of Merger Agreement dated as of February 17, 2012, by and among W. P. Carey & Co. LLC and W. P. Carey REIT, Inc. (subsequently renamed W. P. Carey Inc.)	Incorporated by reference to the Current Report on Form 8-K filed February 21, 2012
10.19	Amended and Restated Credit Agreement dated as of February 17, 2012, by and among the Borrowers set forth therein, W. P. Carey & Co. LLC as guarantor, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent	Incorporated by reference to the Current Report on Form 8-K filed February 21, 2012
10.20	Employment Agreement, originally effective as of March 1, 2012 and amended and restated effective as of February 25, 2013, between the Company and Trevor P. Bond *	Filed herewith
10.21	Employment Agreement dated as of November 13, 2012, by and among the Company and Catherine D. Rice *	Filed herewith
10.22	Voting Agreement dated as of July 23, 2012, by and among W. P. Carey & Co. LLC, W. P. Carey, Inc., the Estate of William Polk Carey and W. P. Carey & Co., Inc.	Incorporated by reference to Current Report on Form 8-K filed July 24, 2012
10.23	Share Purchase Agreement dated as of July 23, 2012, by and among W. P. Carey & Co. LLC, W. P. Carey, Inc., the Estate of William Polk Carey and W. P. Carey & Co., Inc.	Incorporated by reference to Current Report on Form 8-K filed July 24, 2012
10.24	Registration Rights Agreement dated as of July 23, 2012, by and among W. P. Carey & Co. LLC, W. P. Carey, Inc., the Estate of William Polk Carey and W. P. Carey & Co., Inc.	Incorporated by reference to Current Report on Form 8-K filed July 24, 2012
10.25	Common Stock Purchase Agreement dated October 19, 2012	Incorporated by reference to Current Report on Form 8-K filed October 22, 2012
10.26	Share Purchase Agreement between Coolidge Investment Partners, L.P., as Seller, and CIP Acquisition Incorporated, as Buyer	Incorporated by reference to Current Report on Form 8-K filed September 25, 2012
21.1	List of Registrant Subsidiaries	Filed herewith
23.1	Consent of PricewaterhouseCoopers LLP	Filed herewith
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
99.1	Director and Officer Indemnification Policy	Filed herewith

W. P. Carey 2012 10-K — 131

Exhibit No.	Description	Method of Filing
101	The following materials from W. P. Carey Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2012 and 2011, (ii) Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010, (iv) Consolidated Statements of Equity for the years ended December 31, 2012, 2011 and 2010, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010, (vi) Notes to Consolidated Financial Statements, (vii) Schedule III – Real Estate and Accumulated Depreciation, and (viii) Notes to Schedule III.	Filed herewith

__________

*The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b)(10)(iii) of SEC Regulation S-K.

W. P. Carey 2012 10-K — 132

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		W. P. Carey Inc.
Date: February 26, 2013
	By:	/s/ Mark J. DeCesaris
		Mark J. DeCesaris
		Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Trevor P. Bond	Director and Chief Executive Officer	February 26, 2013
Trevor P. Bond	(Principal Executive Officer)
/s/ Mark J. DeCesaris	Director and Chief Financial Officer	February 26, 2013
Mark J. DeCesaris	(Principal Financial Officer)
/s/ Hisham A. Kader	Chief Accounting Officer	February 26, 2013
Hisham A. Kader	(Principal Accounting Officer)
/s/ Benjamin H. Griswold, IV	Chairman of the Board and Director	February 26, 2013
Benjamin H. Griswold, IV
/s/ Francis J. Carey	Director	February 26, 2013
Francis J. Carey
/s/ Nathaniel S. Coolidge	Director	February 26, 2013
Nathaniel S. Coolidge
/s/ Eberhard Faber IV	Director	February 26, 2013
Eberhard Faber IV
/s/ Axel K.A. Hansing	Director	February 26, 2013
Axel K.A. Hansing
/s/ Dr. Karsten von Köller	Director	February 26, 2013
Dr. Karsten von Köller
/s/ Richard C. Marston	Director	February 26, 2013
Richard C. Marston
/s/ Robert E. Mittelstaedt	Director	February 26, 2013
Robert E. Mittelstaedt
/s/ Nicolaas J.M. van Ommen	Director	February 26, 2013
Nicolaas J.M. van Ommen
/s/ Charles E. Parente	Director	February 26, 2013
Charles E. Parente
/s/ Reginald Winssinger	Director	February 26, 2013
Reginald Winssinger

W. P. Carey 2012 10-K — 133

EXHIBIT INDEX

The following exhibits are filed as part of this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.

Exhibit No.	Description	Method of Filing
3.1	Articles of Amendment and Restatement	Filed herewith
3.2	Amended and Restated Bylaws	Filed herewith
4.1	Form of Common Stock Certificate	Filed herewith
10.1	W. P. Carey Inc. (formerly W. P. Carey & Co. LLC) 1997 Non-Employee Directors’ Incentive Plan, as amended *	Incorporated by reference to Schedule 14A filed April 30, 2007 (File No. 001-13779), adopted by W. P. Carey Inc. via post-effective amendment No. 1 to Form S-8 filed on October 1, 2012 (File No. 333-64549)
10.2	W. P. Carey Inc. (formerly W. P. Carey & Co. LLC) 1997 Share Incentive Plan, as amended *	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed August 7, 2009 (File No. 001-13779), adopted by W. P. Carey Inc. via post-effective amendment No. 1 to Form S-8 filed on October 1, 2012 (File No. 333-90880)
10.3	W. P. Carey Inc. (formerly W. P. Carey & Co. LLC) Long-Term Incentive Program as amended and restated effective as of September 28, 2012	Filed herewith
10.4	W. P. Carey Inc. Amended and Restated Deferred Compensation Plan for Employees *	Filed herewith
10.5	W. P. Carey Inc. Share Incentive Plan, as amended and restated (the “2009 Share Incentive Plan”) *	Incorporated by reference to Exhibit 99.1 to post-effective amendment No. 1 to Form S-8 filed on October 1, 2012 (File No. 333-160078)
10.6	Form of Share Option Agreement under the 2009 Share Incentive Plan *	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed August 6, 2009
10.7	Form of Restricted Share Agreement under the 2009 Share Incentive Plan *	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed August 6, 2009
10.8	Form of Restricted Share Unit Agreement under the 2009 Share Incentive Plan *	Filed herewith
10.9	Form of Long-Term Performance Share Unit Award Agreement under the 2009 Share Incentive Plan *	Filed herewith
10.10	W. P. Carey Inc. 2009 Non-Employee Directors’ Incentive Plan, as amended and restated (the “2009 Directors Plan”) *	Incorporated by reference to Exhibit 99.2 to post-effective amendment No. 1 to Form S-8 filed on October 1, 2012 (File No. 333-160079)
10.11	Form of Restricted Share Unit Agreement under the 2009 Directors Plan *	Filed herewith
10.12	Amended and Restated Advisory Agreement, dated as of September 28, 2012 among Corporate Property Associates 16 — Global Incorporated, CPA 16 LLC and Carey Asset Management Corp.	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed November 8, 2012
10.13	Asset Management Agreement, dated May 2, 2011, by and among W. P. Carey & Co. B.V., Corporate Property Associates 16 – Global Incorporated and CPA 16 LLC	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed August 9, 2011
10.14	Amended and Restated Advisory Agreement dated as of September 28, 2012 among Corporate Property Associates 17 – Global Incorporated, CPA:17 Limited Partnership and Carey Asset Management Corp.	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed November 8, 2012

W. P. Carey 2012 10-K — 134

Exhibit No.	Description	Method of Filing
10.15	Asset Management Agreement dated as of July 1, 2008 between Corporate Property Associates 17 – Global Incorporated, CPA:17 Limited Partnership and W. P. Carey & Co. B. V.	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed August 8, 2008
10.16	Advisory Agreement dated September 15, 2010 between Carey Watermark Investors Incorporated, CWI OP, LP, and Carey Lodging Advisors, LLC	Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed November 5, 2010
10.17	Agreement and Plan of Merger dated as of February 17, 2012, by and between Corporate Property Associates 15 Incorporated, CPA 15 Holdco, Inc., W. P. Carey & Co. LLC, W. P. Carey REIT, Inc., CPA 15 Merger Sub Inc., a subsidiary of W. P. Carey REIT, Inc. (subsequently renamed W. P. Carey Inc.), and, for the limited purposes set forth therein, Carey Asset Management Corp. and W. P. Carey & Co. B.V., each a subsidiary of W. P. Carey & Co. LLC	Incorporated by reference to the Current Report on Form 8-K filed February 21, 2012
10.18	Agreement and Plan of Merger Agreement dated as of February 17, 2012, by and among W. P. Carey & Co. LLC and W. P. Carey REIT, Inc. (subsequently renamed W. P. Carey Inc.)	Incorporated by reference to the Current Report on Form 8-K filed February 21, 2012
10.19	Amended and Restated Credit Agreement dated as of February 17, 2012, by and among the Borrowers set forth therein, W. P. Carey & Co. LLC as guarantor, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent	Incorporated by reference to the Current Report on Form 8-K filed February 21, 2012
10.20	Employment Agreement, originally effective as of March 1, 2012 and amended and restated effective as of February 25, 2013, between the Company and Trevor P. Bond *	Filed herewith
10.21	Employment Agreement dated as of November 13, 2012, by and among the Company and Catherine D. Rice *	Filed herewith
10.22	Voting Agreement dated as of July 23, 2012, by and among W. P. Carey & Co. LLC, W. P. Carey, Inc., the Estate of William Polk Carey and W. P. Carey & Co., Inc.	Incorporated by reference to Current Report on Form 8-K filed July 24, 2012
10.23	Share Purchase Agreement dated as of July 23, 2012, by and among W. P. Carey & Co. LLC, W. P. Carey, Inc., the Estate of William Polk Carey and W. P. Carey & Co., Inc.	Incorporated by reference to Current Report on Form 8-K filed July 24, 2012
10.24	Registration Rights Agreement dated as of July 23, 2012, by and among W. P. Carey & Co. LLC, W. P. Carey, Inc., the Estate of William Polk Carey and W. P. Carey & Co., Inc.	Incorporated by reference to Current Report on Form 8-K filed July 24, 2012
10.25	Common Stock Purchase Agreement dated October 19, 2012	Incorporated by reference to Current Report on Form 8-K filed October 22, 2012
10.26	Share Purchase Agreement between Coolidge Investment Partners, L.P., as Seller, and CIP Acquisition Incorporated, as Buyer	Incorporated by reference to Current Report on Form 8-K filed September 25, 2012
21.1	List of Registrant Subsidiaries	Filed herewith
23.1	Consent of PricewaterhouseCoopers LLP	Filed herewith
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

W. P. Carey 2012 10-K — 135

Exhibit No.	Description	Method of Filing
99.1	Director and Officer Indemnification Policy	Filed herewith
101	The following materials from W. P. Carey Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2012 and 2011, (ii) Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010, (iv) Consolidated Statements of Equity for the years ended December 31, 2012, 2011 and 2010, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010, (vi) Notes to Consolidated Financial Statements, (vii) Schedule III – Real Estate and Accumulated Depreciation, and (viii) Notes to Schedule III.	Filed herewith

__________

*The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b)(10)(iii) of SEC Regulation S-K.

W. P. Carey 2012 10-K — 136

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT AND RESTATEMENT

of

W. P. CAREY INC.

W. P. CAREY INC., a Maryland corporation having its principal office in Baltimore City, Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST:W. P. Carey Inc., a Maryland corporation, desires to amend and restate its charter.

SECOND:The charter of the Corporation (as herein defined) is hereby amended and restated in its entirety to read as follows, which are all of the provisions of the charter currently in effect and as hereinafter amended:

ARTICLE I

NAME

The name of the corporation (hereinafter, the “Corporation”) is W. P. Carey Inc.

ARTICLE II

PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or obligation, engaging in business as a real estate investment trust under the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”)) for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force.  For purposes of the charter of the Corporation (the “Charter”), “REIT” means a real estate investment trust under Sections 856 through 860 of the Code.

ARTICLE III

PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

The address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202.  The name and address of the resident agent of the Corporation in the State of

Maryland are CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202.  The resident agent is a Maryland corporation.

ARTICLE IV

PROVISIONS FOR DEFINING, LIMITING
AND REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

Section 4.1Number of Directors.  The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.  The number of directors of the Corporation shall be twelve, which number may be increased or decreased only by the Board of Directors pursuant to the bylaws of the Corporation (the “Bylaws”), but shall never be less than the minimum number required by the Maryland General Corporation Law (the “MGCL”).  The names of the current directors who shall serve until the next annual meeting of stockholders and their successors are duly elected and qualify or they are replaced in accordance with applicable law, are:

Trevor P. Bond

Francis J. Carey

Nathaniel S. Coolidge

Eberhard Faber, IV

Benjamin H. Griswold, IV

Axel K.A. Hansing

Richard C. Marston

Robert E. Mittelstaedt, Jr.

Charles E. Parente

Nick J.M. van Ommen

Karsten von Köller

Reginald Winssinger

Section 4.2Vacancies.  Subject to the rights of holders of any class or series of stock hereafter classified or reclassified to elect one or more directors voting separately as a class, the Board of Directors may fill any vacancy, whether resulting from an increase in the number of directors or otherwise, on the Board of Directors by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director so elected by the Board of Directors to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred and such director’s successor is duly elected and qualifies.  The Corporation elects, at such time as it becomes eligible under Section 3-802 of the MGCL, to make the election provided for under Section 3-804(c) of the MGCL that, except as may be provided by the Board of Directors in setting the terms of any class or series of stock hereafter classified or reclassified, any and all vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred and such director’s successor is duly elected and qualifies.  No decrease in the number

2

of directors constituting the Board of Directors shall affect the tenure of office of any director. Whenever the holders of any one or more classes or series of stock of the Corporation shall have the right to elect one or more directors voting separately as a class, the Board of Directors shall consist of said directors so elected in addition to the number of directors fixed as provided in Section 4.1 above or in accordance with the Bylaws. Notwithstanding the foregoing, and except as may otherwise be required by applicable law, whenever the holders of any class or series of stock of the Corporation shall have the right to elect one or more directors voting separately as a class, the director or directors so elected by such holders shall serve for the remainder of the full term of the directorship in which such vacancy occurred and each such director’s successor is duly elected and qualifies.

Section 4.3Removal of Directors.  Subject to the rights of holders of any class or series of stock hereafter classified or reclassified to elect one or more directors voting separately as a class (which director or directors may only be removed by the holders of such class or series of stock in accordance with the terms and conditions of such class or series of stock and applicable law), any director, or the entire Board of Directors, may be removed from office at any time but only for cause and then only by the stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast generally in the election of directors.  For the purpose of this paragraph, “cause” shall mean, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.

Section 4.4Extraordinary Actions. Except as specifically provided in Section 4.3 (relating to removal of directors) and in Article VII (relating to certain amendments of the Charter, including amendments to Article VI (relating to restrictions on transfer and ownership of shares) hereof), notwithstanding any provision of law requiring any action to be taken, approved or authorized by the stockholders by a greater proportion of votes of all classes or of any class or series of stock entitled to be cast on the matter, any such action shall be effective and valid if declared advisable by the Board of Directors and taken, approved or authorized by the stockholders by the affirmative vote of at least a majority of all the votes entitled to be cast on the matter.

Section 4.5Authorization by Board of Stock Issuance.  The Board of Directors may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the MGCL, the Charter or the Bylaws.

Section 4.6Preemptive Rights and Appraisal Rights.  Except as may be provided by the Board of Directors in setting the terms of any class or series of stock hereafter classified or reclassified in accordance with Section 5.4 or as may otherwise be provided by contract approved by the Board of Directors, no holder of shares of stock of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or any other security

3

or right of the Corporation that it may issue or sell.  Holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, upon the affirmative vote of a majority of the Board of Directors, shall determine that such rights apply, with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

Section 4.7Indemnification.  The Corporation shall indemnify, to the fullest extent permitted by Maryland law, as applicable from time to time, all persons who at any time were or are directors or officers of the Corporation (or a predecessor thereof the existence of which ceased upon consummation of a merger, consolidation or other transaction with the Corporation) for any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) relating to any action alleged to have been taken or omitted in such capacity as a director or an officer.  The Corporation shall pay or reimburse all reasonable expenses incurred by a present or former director or officer of the Corporation (or a predecessor thereof the existence of which ceased upon consummation of a merger, consolidation or other transaction with the Corporation) in connection with any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) in which the present or former director or officer is a party, in advance of the final disposition of the proceeding, to the fullest extent permitted by, and in accordance with the applicable requirements of, Maryland law, as applicable from time to time. The Corporation may indemnify any other persons permitted but not required to be indemnified by Maryland law, as applicable from time to time, if and to extent indemnification is authorized and determined to be appropriate, in each case in accordance with applicable law, by the Board of Directors, by the stockholders by the affirmative vote of at least a majority of all the votes entitled to be cast thereon or special legal counsel appointed by the Board of Directors. No amendment of the Charter of the Corporation or repeal of any of its provisions shall limit or eliminate any of the benefits provided to directors and officers under this Section 4.7 in respect of any act or omission that occurred prior to such amendment or repeal.

Section 4.8Determinations by Board.  The determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of Directors consistent with the Charter, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock:  the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, redemption of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of stock of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or of any shares of stock of the Corporation; the number of shares of stock of

4

any class or series of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board of Directors.

Section 4.9REIT Qualification.  If the Corporation elects to qualify for federal income tax treatment as a REIT, the Board of Directors shall take such actions as it determines necessary or appropriate to preserve the status of the Corporation as a REIT; however, if the Board of Directors determines that it is no longer in the best interests of the Corporation to continue to be qualified as a REIT, the Board of Directors may revoke or otherwise terminate the Corporation’s REIT election pursuant to Section 856(g) of the Code.  The Board of Directors also may determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Article VI is no longer required for REIT qualification.

Section 4.10Powers.  The enumeration and definition of particular powers of the Board of Directors included in this Article IV shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of the Charter of the Corporation, or construed as or deemed by inference or otherwise in any manner to exclude or limit any powers conferred upon the Board of Directors under the MGCL as now or hereinafter in effect.

ARTICLE V

STOCK

Section 5.1Authorized Shares.  The Corporation has authority to issue Five Hundred Million (500,000,000) shares of stock, $0.001 par value per share, consisting of Four Hundred Fifty Million (450,000,000) shares of Common Stock, $0.001 par value per share (the “Common Stock”), and Fifty Million (50,000,000) shares of Preferred Stock, $0.001 par value per share (the “Preferred Stock”).  The aggregate par value of all authorized shares of stock having par value is Five Hundred Thousand and 00/100 Dollars ($500,000.00).  If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to this Article V, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph.  The Board of Directors, with the approval of a majority of the entire Board of Directors, and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock of the Corporation or the number of shares of stock of any class or series that the Corporation has authority to issue.

Section 5.2Common Stock.  The following is a description of the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption, as applicable, of the Common Stock of the Corporation:

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Section 5.2.1Voting Powers.  Subject to the provisions of Article VI, each share of Common Stock shall entitle the holder thereof to one vote and, except as may otherwise be specified in the terms of any class or series of stock hereafter classified or reclassified, the exclusive voting power for all purposes shall be vested in the holders of Common Stock.  Shares of Common Stock shall not have cumulative voting rights.

Section 5.2.2Distributions or Dividends.  Subject to the provisions of law, the Charter and Bylaws of the Corporation and any rights or preferences as to dividends of any class or series of stock hereafter classified or reclassified, dividends, including dividends payable in shares of another class or series of the Corporation’s stock, may be paid ratably on the Common Stock at such time and in such amounts as authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, if applicable.

Section 5.2.3Rights Upon Liquidation, Dissolution or Winding Up.  In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Common Stock shall be entitled, together with the holders of any other class or series of stock hereafter classified or reclassified not having a preference on distributions in the liquidation, dissolution or winding up of the Corporation, to share ratably in the net assets of the Corporation remaining after payment or provision for payment of the debts and other liabilities of the Corporation and the amount to which the holders of any class or series of stock hereafter classified or reclassified having a preference on distributions in the liquidation, dissolution or winding up of the Corporation shall be entitled.

Section 5.2.4Classification or Reclassification of Common Stock.  The Board of Directors may classify any unissued shares of Common Stock of any class or series thereof and reclassify any previously classified but unissued shares of Common Stock from time to time into one or more classes or series of stock (including, without limitation or obligation, into shares of Preferred Stock or any class or series thereof).

Section 5.3Preferred Stock.  The Board of Directors may classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any class or series thereof from time to time, into one or more classes or series of stock (including, without limitation or obligation, into shares of Common Stock or any class or series thereof).

Section 5.4Classified or Reclassified Shares.  Prior to issuance of classified or reclassified shares of stock of any class or series, the Board of Directors by resolution shall:  (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers (including the ability to grant exclusive voting rights on a Charter amendment that would alter the contract rights, as expressly set forth in the Charter, only of the specified class or series of stock), restrictions, including without limitation, restrictions as to transferability, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles

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supplementary with the State Department of Assessments and Taxation of Maryland.  Any of the terms of any class or series of stock set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of stock is clearly and expressly set forth in the articles supplementary or other charter document.

Section 5.5Charter and Bylaws.  The rights of all stockholders and the terms of all stock (whether set forth herein or as hereinafter set forth in articles supplementary or any amendment or restatement of the Charter) are subject to the provisions of the Charter and the Bylaws.  The Board of Directors shall have the exclusive power to adopt, amend, alter or repeal any provision of the Bylaws and to make new Bylaws.  The stockholders of the Corporation shall not have the power to make, adopt, amend, alter or repeal any provision of the Bylaws.

Section 5.6Stock Certificates.  The Corporation shall not be obligated to issue certificates representing shares of its stock.  At the time of issue or transfer of shares of stock that are not represented by certificates, the Corporation shall provide the stockholder with such information as may be required under the MGCL and the Maryland Uniform Commercial Code - Investment Securities of the Annotated Code of Maryland.

Section 5.7Written Consent of Stockholders.  Any corporate action upon which a vote of stockholders is required or permitted may be taken without a meeting or vote of stockholders with the unanimous consent of stockholders entitled to vote thereon given in writing or by electronic transmission.

ARTICLE VI

RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

Section 6.1Definitions.  For the purpose of this Article VI, the following terms shall have the following meanings:

Aggregate Stock Ownership Limit.  The term “Aggregate Stock Ownership Limit” shall mean seven and nine-tenths percent (7.9%) in value or in the number of shares, whichever is more restrictive, of the aggregate of the outstanding shares of Capital Stock, excluding any outstanding shares of Capital Stock not treated as outstanding for federal income tax purposes.  The value and number of the outstanding shares of Capital Stock shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.  For purposes of determining the percentage ownership of Capital Stock by any Person, shares of Capital Stock that may be acquired upon conversion, exchange or exercise of any securities of the Corporation directly or constructively held by such Person, but not Capital Stock issuable with respect to the conversion, exchange or exercise of securities for the Corporation held by other Persons, shall be deemed to be outstanding prior to conversion, exchange or exercise.

Beneficial Ownership.  The term “Beneficial Ownership” shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or

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indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) and Section 856(h)(3) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

Business Day.  The term “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

Capital Stock.  The term “Capital Stock” shall mean all classes or series of stock of the Corporation, including, without limitation, Common Stock and Preferred Stock.

Charitable Beneficiary.  The term “Charitable Beneficiary” shall mean one or more beneficiaries of the Charitable Trust as determined pursuant to Section 6.3.6, provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under one of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Charitable Trust.  The term “Charitable Trust” shall mean any Charitable Trust provided for in Section 6.3.1.

Common Stock Ownership Limit.  The term “Common Stock Ownership Limit” shall mean seven and nine-tenths percent (7.9%) in value or in number of shares, whichever is more restrictive, of the aggregate outstanding shares of Common Stock of the Corporation excluding any outstanding shares of Common Stock not treated as outstanding for federal income tax purposes.  The number and value of the outstanding shares of Common Stock of the Corporation shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof. For purposes of determining the percentage ownership of Common Stock by any Person, shares of Common Stock that may be acquired upon conversion, exchange or exercise of any securities of the Corporation directly or constructively held by such Person, but not Common Stock issuable with respect to the conversion, exchange or exercise of securities for the Corporation held by other Persons, shall be deemed to be outstanding prior to conversion, exchange or exercise.

Constructive Ownership.  The term “Constructive Ownership” shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code.  The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

Excepted Holder.  The term “Excepted Holder” shall mean a stockholder of the Corporation for whom an Excepted Holder Limit is created by the Charter or by the Board of Directors pursuant to Section 6.2.6.

Excepted Holder Limit.  The term “Excepted Holder Limit” shall mean, provided that the affected Excepted Holder agrees to comply with the requirements established by the Charter or the Board of Directors pursuant to

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Section 6.2.6 and subject to adjustment pursuant to Section 6.2.7, the percentage limit established for an Excepted Holder by the Charter or the Board of Directors pursuant to Section 6.2.6.

Initial Date.  The term “Initial Date” shall mean the date of the issuance of Common Stock pursuant to the REIT conversion of W. P. Carey & Co. LLC, a Delaware limited liability company with and into the Corporation, and the merger of an affiliate of Corporate Property Associates 15 Incorporated with and into a subsidiary of the Corporation or such other date as determined by the Board of Directors in its sole discretion.

Market Price.  The term “Market Price” on any date shall mean, with respect to any class or series of outstanding shares of Capital Stock, the Closing Price for such Capital Stock on such date.  The “Closing Price” on any date shall mean the last reported sale price for such Capital Stock, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Capital Stock, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or, if such Capital Stock is not listed or admitted to trading on the NYSE, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Capital Stock is listed or admitted to trading or, if such Capital Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the principal automated quotation system that may then be in use or, if such Capital Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Capital Stock selected by the Board of Directors or, in the event that no trading price is available for such Capital Stock, the fair market value of the Capital Stock, as determined in good faith by the Board of Directors.

NYSE.  The term “NYSE” shall mean the New York Stock Exchange.

Person.  The term “Person” shall mean an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a “group” as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and a group to which an Excepted Holder Limit applies.

Prohibited Owner.  The term “Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of Section 6.2.1, would Beneficially Own or Constructively Own shares of Capital Stock in violation of the provisions of Section 6.2.1(a).  If appropriate in the context, “Prohibited Owner” shall also mean any Person who would have been the record owner of the shares of Capital Stock that the Prohibited Owner would have so owned.

Restriction Termination Date.  The term “Restriction Termination Date” shall mean the first day after the Initial Date on which the Board of Directors determines pursuant to Section 4.9 of the Charter that it is no longer in the best interests of the Corporation to attempt to, or continue

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to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of shares of Capital Stock set forth herein is no longer required in order for the Corporation to qualify as a REIT.

Transfer.  The term “Transfer” shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire Beneficial Ownership or Constructive Ownership, or any agreement to take any such actions or cause any such events, of Capital Stock or the right to vote or receive dividends on Capital Stock, including (a) the granting or exercise of any option (or any disposition of any option), (b) any disposition of any securities or rights convertible into or exchangeable for Capital Stock or any interest in Capital Stock or any exercise of any such conversion or exchange right and (c) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership of Capital Stock; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise.  The terms “Transferring” and “Transferred” shall have the correlative meanings.

Trustee.  The term “Trustee” shall mean the Person unaffiliated with the Corporation and a Prohibited Owner, that is appointed by the Corporation to serve as trustee of the Charitable Trust.

Section 6.2Capital Stock.

Section 6.2.1Ownership Limitations.  During the period commencing on the Initial Date and prior to the Restriction Termination Date but subject to Section 6.4:

(a)Basic Restrictions.

(i)(1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Aggregate Stock Ownership Limit, (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Common Stock in excess of the Common Stock Ownership Limit and (3) no Excepted Holder shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Excepted Holder Limit for such Excepted Holder.

(ii)Except as provided in Section 6.2.6 hereof, no Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent that such Beneficial Ownership or Constructive Ownership of Capital Stock would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year).

(iii)No person shall Transfer shares of Capital Stock to the extent that such Transfer would result in the Capital Stock being beneficially owned by fewer than one hundred (100) Persons (determined under the principles of Section 856(a)(5) of the Code).

(iv)Except as provided in Section 6.2.6 hereof, no Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent that such

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Beneficial Ownership or Constructive Ownership would cause the Corporation to Constructively Own ten percent (10%) or more of the ownership interests in a tenant of the Corporation’s real property within the meaning of Section 856(d)(2)(B) of the Code.

(v)       Except as provided in Section 6.2.6 hereof, no Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent that such Beneficial Ownership or Constructive Ownership would cause any independent contractor of the Corporation to not be treated as such under Section 856(d)(3) of the Code.

(vi)       No Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent that such Beneficial Ownership or Constructive Ownership would otherwise cause the Corporation to fail to qualify as a REIT.

(b)        Transfer in Trust.  If any Transfer of shares of Capital Stock (or any other event) occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock in violation of Section 6.2.1(a)(i), (ii), (iii), (iv), (v) or (vi),

(i)         then that number of shares of the Capital Stock the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 6.2.1(a)(i), (ii), (iii), (iv), (v) or (vi) (rounded up to the nearest whole share) shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 6.3, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such shares of Capital Stock; or

(ii)        if the transfer to the Charitable Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 6.2.1(a)(i), (ii), (iii), (iv), (v) or (vi), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 6.2.1(a)(i), (ii), (iii), (iv), (v) or (vi) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock.

Section 6.2.2     Remedies for Breach.  If the Board of Directors or any duly authorized committee thereof or other designees if permitted by the MGCL shall at any time determine in good faith that a Transfer or other event has taken place that results in a violation of Section 6.2.1 or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any shares of Capital Stock in violation of Section 6.2.1 (whether or not such violation is intended), the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall take such action as it deems advisable, in its sole discretion, to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem shares of Capital Stock, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfers or attempted Transfers or other events in violation of Section 6.2.1 shall automatically result in the transfer to the Charitable Trust described above, or, where applicable, such Transfer (or other

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event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board of Directors or a committee thereof.

Section 6.2.3     Notice of Restricted Transfer.  Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of shares of Capital Stock that will or may violate Section 6.2.1(a) or any Person who would have Beneficially Owned or Constructively Owned shares of Capital Stock that resulted in a transfer to the Charitable Trust pursuant to the provisions of Section 6.2.1(b) shall immediately give written notice to the Corporation of such event, or in the case of such a proposed or attempted transaction, give at least fifteen (15) days prior written notice, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation’s status as a REIT.

Section 6.2.4   Owners Required To Provide Information.  From the Initial Date and until the Restriction Termination Date:

(a)        Every owner of more than five percent (5%) (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) in value of the outstanding shares of Capital Stock, within thirty (30) days after the end of each taxable year, shall give written notice to the Corporation stating the name and address of such owner, the number of shares of each class or series of Capital Stock Beneficially Owned and a description of the manner in which such shares are held.  Each such owner shall provide promptly to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT and to ensure compliance with the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit; and

(b)        Each Person who is a Beneficial Owner or Constructive Owner of Capital Stock and each Person (including the stockholder of record) who is holding Capital Stock for a Beneficial Owner or Constructive Owner shall provide promptly to the Corporation such information as the Corporation may request, in good faith, in order to determine the Corporation’s status as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance and to ensure compliance with the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit.

Section 6.2.5   Remedies Not Limited.  Subject to Section 4.9 of the Charter, nothing contained in this Section 6.2 shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its stockholders in preserving the Corporation’s status as a REIT.

Section 6.2.6   Exceptions.

(a)        The Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person from the Aggregate Stock Ownership Limit, the Common Stock Ownership Limit or the restrictions under 6.2.1(a)(iv) and (v), as the case may be, and may establish or increase an Excepted Holder Limit for such Person if the Board of Directors obtains such representations, covenants and undertakings as the Board of Directors

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may deem appropriate in order to conclude that granting the exemption and/or establishing or increasing the Excepted Holder Limit, as the case may be, will not cause the Corporation to lose its status as a REIT.

(b)        Prior to granting any exception pursuant to Section 6.2.6(a), the Board of Directors may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the Corporation’s status as a REIT.  Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

(c)        Subject to Section 6.2.1(a)(ii), (iv), (v) and (vi), an underwriter, placement agent or initial purchaser that participates in a public offering, a private placement or private resale of Capital Stock (or securities convertible into or exchangeable for Capital Stock) may Beneficially Own or Constructively Own shares of Capital Stock (or securities convertible into or exchangeable for Capital Stock) in excess of the Aggregate Stock Ownership Limit, the Common Stock Ownership Limit, or both such limits, but only to the extent necessary to facilitate such public offering, private placement or resale of such Capital Stock, and provided that the restrictions contained in Section 6.2.1(a) will not be violated following the distribution by such underwriter, placement agent or initial purchaser of such shares of Capital Stock.

Section 6.2.7   Change in Aggregate Stock Ownership and Common Stock Ownership Limits. The Board of Directors may from time to time increase or decrease the Common Stock Ownership Limit and the Aggregate Stock Ownership Limit; provided, however, that a decreased Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit will not be effective for any Person whose Beneficial Ownership or Constructive Ownership of Capital Stock is in excess of such decreased Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit until such time as such Person’s Beneficial Ownership or Constructive Ownership of Capital Stock equals or falls below the decreased Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit, but until such time as such Person’s Beneficial Ownership or Constructive Ownership of Capital Stock falls below such decreased Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit any further acquisition or increase in Beneficial Ownership or Constructive Ownership of Capital Stock will be in violation of the Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit and, provided further, that the new Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit would not allow five or fewer Persons (taking into account all Excepted Holders) to Beneficially Own more than 49.9% in value of the outstanding Capital Stock.

Section 6.2.8   Legend.  Each certificate for shares of Capital Stock shall bear a legend summarizing the provisions of this Article VI.  Instead of such legend, the certificate may state that the Corporation will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge.

Section 6.3      Transfer of Capital Stock in Trust.

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Section 6.3.1   Ownership in Trust.  Upon any purported Transfer or other event described in Section 6.2.1(b) that would result in a transfer of shares of Capital Stock to a Charitable Trust, such shares of Capital Stock shall be deemed to have been transferred to the Trustee as trustee for the exclusive benefit of one or more Charitable Beneficiaries.  Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Charitable Trust pursuant to Section 6.2.1(b).  The Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner.  Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 6.3.6.

Section 6.3.2   Status of Shares Held by the Trustee.  Shares of Capital Stock held by the Trustee shall continue to be issued and outstanding shares of Capital Stock of the Corporation.  The Prohibited Owner shall have no rights in the Capital Stock held by the Trustee.  The Prohibited Owner shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the shares held in the Charitable Trust.

Section 6.3.3   Dividend and Voting Rights.  The Trustee shall have all voting rights and rights to dividends or other distributions with respect to shares of Capital Stock held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary.  Any dividend or other distribution paid to a Prohibited Owner prior to the discovery by the Corporation that the shares of Capital Stock have been transferred to the Trustee shall be paid with respect to such shares of Capital Stock by the Prohibited Owner to the Trustee upon demand and any dividend or other distribution authorized but unpaid shall be paid when due to the Trustee.  Any dividends or distributions so paid over to the Trustee shall be held in trust for the Charitable Beneficiary.  The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and, subject to Maryland law, effective as of the date that the shares of Capital Stock have been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Corporation that the shares of Capital Stock have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote.  Notwithstanding the provisions of this Article VI, until the Corporation has received notification that shares of Capital Stock have been transferred into a Charitable Trust, the Corporation shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.

Section 6.3.4   Sale of Shares by Trustee.  Within twenty (20) days of receiving notice from the Corporation that shares of Capital Stock have been transferred to the Charitable Trust, the Trustee of the Charitable Trust shall sell the shares held in the Charitable Trust to a person, designated by the Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 6.2.1(a).  Upon such sale, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 6.3.4.  The Prohibited Owner shall receive the lesser of (1) the price paid by the

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Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Charitable Trust and (2) the price per share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares held in the Charitable Trust.  The Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions paid to the Prohibited Owner and owed by the Prohibited Owner to the Trustee pursuant to Section 6.3.3 of this Article VI.  Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary.  If, prior to the discovery by the Corporation that shares of Capital Stock have been transferred to the Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 6.3.4, such excess shall be paid to the Trustee upon demand.

Section 6.3.5   Purchase Right in Stock Transferred to the Trustee.  Shares of Capital Stock transferred to the Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer.  The Corporation may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions paid to the Prohibited Owner and owed by the Prohibited Owner to the Trustee pursuant to Section 6.3.3 of this Article VI. The Corporation may pay the amount of such reduction to the Trustee for the benefit of the Charitable Beneficiary.  The Corporation shall have the right to accept such offer until the Trustee has sold the shares held in the Charitable Trust pursuant to Section 6.3.4.  Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and any dividends or other distributions held by the Trustee shall be paid to the Charitable Beneficiary.

Section 6.3.6   Designation of Charitable Beneficiaries.  By written notice to the Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Charitable Trust such that (i) the shares of Capital Stock held in the Charitable Trust would not violate the restrictions set forth in Section 6.2.1(a) in the hands of such Charitable Beneficiary and (ii) each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under one of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Section 6.4      NYSE Transactions.  Nothing in this Article VI shall preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system.  The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Article VI and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VI.

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Section 6.5      Enforcement.  The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article VI.

Section 6.6      Non-Waiver.  No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing.

Section 6.7      Ambiguity.  In the case of an ambiguity in the application of any of the provisions of this Article VI, including any definition contained in Section 6.1 of this Article VI, the Board of Directors shall have the power to determine the application of the provisions of this Article VI with respect to any situation based on the facts known to it.

ARTICLE VII

AMENDMENTS

The Corporation reserves the right from time to time to make, adopt, amend, alter or repeal any provision contained in the Charter, now or hereafter authorized by law, including any amendment (by merger, consolidation or otherwise) altering the terms or contract rights as expressly set forth in the Charter of any shares of outstanding stock. All rights and powers conferred by the Charter on stockholders, directors and officers are granted subject to this reservation.  Except for amendments to Section 4.3, Article VI or the next sentence of the Charter and except for those amendments permitted to be made without stockholder approval under Maryland law or by specific provision in the Charter, any amendment to the Charter shall be valid only if declared advisable by the Board of Directors and approved by the stockholders by the affirmative vote of at least a majority of all the votes entitled to be cast on the matter. However, any amendment to Section 4.3, Article VI or to this sentence of the Charter shall be valid only if declared advisable by the Board of Directors and approved by the stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter.

ARTICLE VIII

LIMITATION OF LIABILITY

To the maximum extent that Maryland law as in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages.  Neither the amendment nor repeal of this Article VIII, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Article VIII, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act that occurred prior to such amendment, repeal or adoption.

THIRD: The amendment to and restatement of the Charter as hereinabove set forth have been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.

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FOURTH: The current address of the principal office of the Corporation is as set forth in Article III of the foregoing amendment and restatement of the Charter.

FIFTH: The name and address of the Corporation’s current resident agent are as set forth in Article III of the foregoing amendment and restatement of the Charter.

SIXTH: The number of directors of the Corporation and the names of those currently in office are as set forth in Article IV of the foregoing amendment and restatement of the charter.

SEVENTH:  The total number of shares of stock which the Corporation had authority to issue immediately prior to this amendment and restatement was One Hundred Million (100,000,000) shares, $0.001 par value per share, all of which were classified as common stock. The aggregate par value of all shares of stock having par value was One Hundred Thousand and 00/100 Dollars ($100,000.00).

EIGHTH:  The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment and restatement of the charter is Five Hundred Million (500,000,000) shares, consisting of Four Hundred Fifty Million (450,000,000) shares of Common Stock, $0.001 par value per share, and Fifty Million (50,000,000) shares of Preferred Stock, $0.001 par value per share. The aggregate par value of all authorized shares of stock having par value is Five Hundred Thousand and 00/100 Dollars ($500,000.00).

NINTH: The undersigned Chief Executive Officer acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

TENTH:  These Articles of Amendment and Restatement shall become effective upon acceptance for record by the SDAT.

[Signature Page Follows]

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IN WITNESS WHEREOF, W. P. Carey Inc. has caused the foregoing Articles of Amendment and Restatement to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 21st day of June, 2012.

W. P. Carey Inc.
By:	/s/Trevor P. Bond
	Trevor P. Bond
	Chief Executive Officer
ATTEST
By:	/s/Susan C. Hyde
	Susan C. Hyde
	Secretary

EX-3.2

Exhibit 3.2

AMENDED & RESTATED BYLAWS

of

W. P. CAREY INC.

ARTICLE I

OFFICES

Section 1.PRINCIPAL OFFICE.  The principal office of W. P. Carey Inc. (the “Corporation”) in the State of Maryland shall be located at such place designated as the principal office in the charter of the Corporation (the “Charter”) or as the Board of Directors may designate from time to time in accordance with Maryland law.

Section 2.ADDITIONAL OFFICES.  The Corporation may have additional offices, including a principal executive office within or outside the State of Maryland, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.PLACE.  All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set by the Board of Directors and stated in the notice of the meeting or the Board of Directors may determine that the meeting not be held at any place but instead be held by means of remote communication.

Section 2.ANNUAL MEETING.  An annual meeting of the stockholders for the election of Directors and the transaction of any business within the powers of the Corporation shall be held on a date and at the time set by the Board of Directors each year, or in the absence of such determination, the annual meeting of the stockholders shall be held on the second Monday in the month of May at 2:00 p.m., Eastern Time, in each year if a Business Day.  Failure to hold an annual meeting does not invalidate the Corporation’s existence or affect any otherwise valid corporate acts.

Section 3.SPECIAL MEETINGS.

(a)General.  The chairman of the Board of Directors, the president, the chief executive officer or the Board of Directors may call a special meeting of the stockholders.  Subject to subsection (b) of this Section 3, a special meeting of the stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.  Except as provided in paragraph (4) of subsection (b) of this Section 3, any special meeting shall be held at such place and/or via remote communication as set in accordance with these Bylaws and at such date and time as may be designated by the chairman of the Board of Directors, president, chief executive officer or Board of Directors, whoever has called the meeting.  In fixing a date and time for any special meeting, the chairman of the Board of Directors, president, chief executive officer or Board of Directors may consider such factors as he, she or it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting.

(b)Stockholder Requested Special Meetings.

(1)Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary of the Corporation (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”).  The Record Date Request Notice shall set forth in detail the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent), shall set forth each matter proposed to be acted upon at the meeting and shall set forth all information relating to each such stockholder that must be disclosed in solicitations of proxies for election of Directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).  Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date.  The Request Record Date shall not precede, and shall not be more than, ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors.  If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which the Record Date Request Notice is received by the secretary.

(2)In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority (the “Special Meeting Percentage”) of all of the votes entitled to be cast on such

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matter at such meeting (the “Special Meeting Request”) shall be delivered to the secretary.  In addition, the Special Meeting Request shall (a) set forth in detail the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), the class, series and number of all shares of stock of the Corporation which are owned by each such stockholder and the name and address of the nominee holder for, and class, series and number of, shares owned by such stockholder beneficially but not of record, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within sixty (60) days after the Request Record Date.  Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3)The secretary shall inform the requesting stockholders of the reasonably estimated costs of preparing and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials).  The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment from such requesting stockholder of such reasonably estimated costs prior to the preparation and mailing or delivery of such notice of the meeting (including the Corporation’s proxy materials).

(4)In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder Requested Meeting”), such meeting shall be held at such place or via remote communication and such date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder Requested Meeting shall be not more than ninety (90) days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten (10) days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the ninetieth (90th) day after the Meeting Record Date or, if such ninetieth (90th) day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place or the means of remote communication for a Stockholder Requested Meeting within ten (10) days after the Delivery Date, then such meeting shall be held at the principal executive offices of the Corporation.  In the case of any Stockholder Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within thirty (30) days after the Delivery Date, then the close of business on the thirtieth (30th) day after the Delivery Date shall be the Meeting Record Date.  The Board of Directors may revoke the notice for any Stockholder Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of subsection (b) of this Section 3.

(5)If written revocations of requests for the special meeting have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting to the

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secretary, the secretary shall:  (i) if the notice of meeting has not already been delivered, refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for the special meeting, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting written notice of any revocation of a request for the special meeting and written notice of the secretary’s intention to revoke the notice of the meeting, revoke the notice of the meeting at any time before ten (10) days before the commencement of the meeting.  Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6)The chairman of the Board of Directors, the chief executive officer, the president or the Board of Directors may appoint regionally or nationally recognized independent inspectors of elections (who may be the transfer agent for shares of the Corporation, or an affiliate thereof) to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported request received by the secretary.  For the purpose of permitting the inspectors to perform such review, no such purported request shall be deemed to have been delivered to the secretary until the earlier of (i) ten (10) Business Days after receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent at least a majority of the issued and outstanding shares of stock that would be entitled to vote at such meeting.  Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such ten (10) Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7)For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are authorized or obligated by law, regulation or executive order to close.

Section 4.NOTICE.  Not less than ten (10) nor more than ninety (90) days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting written or electronically transmitted notice stating (a) the time and place, if any, of the meeting, (b) the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at the meeting and (c) in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called. Notice of any annual or special meeting of stockholders shall be deemed given to a stockholder when it is delivered by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, or by transmitting it to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions or by any other means permitted by Maryland law.  If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid.  Any notice of an annual or special meeting given by the Corporation to the stockholders is effective if given by a single notice, in writing or by

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electronic transmission, to all stockholders who share an address, unless the Corporation has received a request from a stockholder in writing or by electronic transmission that a single notice not be given.

Subject to subsection (a) of Section 11 of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute or the Charter to be stated in such notice.  No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice.

Section 5.ORGANIZATION AND CONDUCT.  Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the chairman of the Board of Directors or, in the case of a vacancy in the office or absence of the chairman of the Board of Directors, by one of the following officers present at the meeting:  the vice chairman of the Board of Directors, if there be one, the president, the vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy.  The secretary, or, in the secretary’s absence, an assistant secretary, or in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary.  In the event that the secretary presides at a meeting of the stockholders, an assistant secretary, or in the absence of assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting, shall record the minutes of the meeting.  The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting.  The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies or other such individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (h) concluding the meeting or recessing or adjourning the meeting to a later date and time and place or means of remote communication announced at the meeting.  Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6.QUORUM.  At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the Charter for the vote necessary for the adoption of any measure.  If, however, such quorum shall not be present at any meeting of the stockholders, the chairman of

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the meeting shall have the power to adjourn the meeting from time to time to a date not more than one hundred twenty (120) days after the original record date without notice other than announcement at the meeting.  At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 7.VOTING.  A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a Director.  Each share may be voted for as many individuals as there are Directors to be elected and for whose election the share is entitled to be voted.  A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter of the Corporation.  Unless otherwise provided by statute or by the Charter, each outstanding share of stock, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders.

Section 8.PROXIES.  A stockholder may cast the votes entitled to be cast by the shares of stock owned of record by the stockholder in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law.  Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting.  No proxy shall be valid more than eleven months after its date, unless otherwise provided in the proxy.

Section 9.VOTING OF SHARES BY CERTAIN HOLDERS.  Shares of stock of the Corporation registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such shares.  Any fiduciary may vote shares of stock registered in his or her name as such fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder.  The resolution shall set forth the class of stockholders who may make the certification, the purpose

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for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable.  On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified shares of stock in place of the stockholder who makes the certification.

Section 10.INSPECTORS.  The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individual inspectors or one or more entities that designate individuals as inspectors to act at the meeting or any adjournment or postponement thereof.  If an inspector or inspectors are not appointed, the individual presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the chairman of the meeting.  The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  Each such report shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at such meeting.  If there is more than one inspector, the report of a majority shall be the report of the inspectors.  The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11.ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER PROPOSALS BY STOCKHOLDERS.

(a)Annual Meetings of Stockholders.  (1)  Nominations of individuals for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on such other business the stockholder proposes to bring before the meeting and who has complied with this Section 11(a).

(2)For nominations for election to the Board of Directors or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and such other business shall set forth all information required under this Section 11 and shall otherwise be a proper matter for action by the stockholders.  To be timely, a stockholder’s notice shall set forth all information required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the one hundred twentieth (120th) day

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prior to the first (1st) anniversary of the date of mailing of the notice for the preceding year’s annual meeting of stockholders nor earlier than on the one hundred fiftieth (150th) day prior to the first (1st) anniversary of the date of mailing of the notice for the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting of stockholders is advanced or delayed by more than thirty (30) days from the first (1st) anniversary of the date of the preceding year’s annual meeting of stockholders (or in the case of the first annual meeting of stockholders), notice by the stockholder to be timely must be delivered not earlier than on the one hundred fiftieth (150th) day prior to the date of such annual meeting of stockholders and not later than 5:00 p.m., Eastern Time, on the later of the one hundred twentieth (120th) day prior to the date of such annual meeting of stockholders or the tenth (10th) day following the day on which public announcement of the date of the annual meeting of stockholders is first made by the Corporation.  In no event shall the public announcement of a postponement or adjournment of an annual meeting of stockholders to a later date or time commence a new time period for the giving of a stockholder’s notice as described above.  Such stockholder’s notice shall set forth (i) as to each individual whom the stockholder proposes to nominate for election or reelection as a Director (A) the name, age, business address and residence address of such individual, (B) the class, series and number of all shares of stock of the Corporation that are owned by such individual, if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such individual, if any, (C) the date such shares were acquired and the investment intent of such acquisition and (D) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of Directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); (ii) as to any other business that the stockholder proposes to bring before the meeting, a description in reasonable detail of such business, the complete text of any resolutions intended to be presented at the annual meeting, the reasons for proposing such business at the meeting and any material interest in such business of such stockholder and any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder and the Stockholder Associated Person therefrom; (iii) as to the stockholder giving the notice and any Stockholder Associated Person, the class, series and number of all shares of stock of the Corporation which are owned by such stockholder and by such Stockholder Associated Person, if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such stockholder and by any such Stockholder Associated Person; (iv) as to the stockholder giving the notice and any Stockholder Associated Person covered by clauses (ii) or (iii) of this paragraph (2) of this Section 11(a), the name and address of such stockholder as they appear on the Corporation’s stock ledger and current name and address, if different, and of such Stockholder Associated Person; (v) a representation that the stockholder giving the notice intends to appear at the meeting in person or by proxy to submit the business specified in such notice; (vi) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a Director or the proposal of other business on the date of such stockholder’s notice; and (vii) all other information relating to the nomination or proposed business which may be required to be disclosed under applicable law.  In addition, a stockholder seeking to submit such nominations or business at the meeting shall promptly provide any other information reasonably requested by the Corporation.

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(3)Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event the Board of Directors increases the number of Directors, and there is no public announcement of such action at least one hundred thirty (130) days prior to the first (1st) anniversary of the date of mailing of the notice of the preceding year’s annual meeting of stockholders, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if the notice shall be delivered to the secretary at the principal executive offices of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(4)For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and (iii) any person controlling, controlled by or under common control with such Stockholder Associated Person.

(b)Special Meetings of Stockholders.  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.  Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the Corporation’s notice of meeting, and either (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that Directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice by the stockholder provided for in this Section 11(b) and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with this Section 11(b).  In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a Director as specified in the Corporation’s notice of meeting, if the stockholder’s notice containing the information required by paragraph (a)(2) of this Section 11 shall be delivered to the secretary at the principal executive offices of the Corporation not earlier than 5:00 p.m., Eastern Time, on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and the nominees proposed by the Board of Directors to be elected at such meeting.  In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a stockholder’s notice as described above.

(c)General.  (1)  Upon written request by the secretary or the Board of Directors or any committee thereof, any stockholder proposing a nominee for election as a Director or any proposal for other business at a meeting of stockholders shall provide, within five (5) Business Days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11.  If a stockholder fails to provide such written verification within such period, the information as to which written

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verification was requested may be deemed not to have been provided in accordance with this Section 11.

(2)Only such individuals who are nominated in accordance with the procedures set forth in this Section 11 shall be eligible for election by stockholders as Directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11.  The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11 and, if any proposed nomination or business is not in compliance with this Section 11, to declare that such defective nomination or proposal shall be disregarded.

(3)For purposes of this Section 11, (a) the “date of mailing of the notice” shall mean the date of the proxy statement for the solicitation of proxies for election of Directors and (b) “public announcement” shall mean disclosure (i) in a press release transmitted to the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable news service or (ii) in a document publicly filed by the Corporation with the United States Securities and Exchange Commission.

(4)Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11.  Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, nor the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.  Subject to the foregoing provisions of this Section 11, a resolution or motion shall be considered for vote only if proposed by a stockholder or a duly authorized proxy and seconded by a stockholder or duly authorized proxy other than the stockholder who proposed the resolution or motion.

Section 12.VOTING BY BALLOT.  Voting on any question or in any election may be viva voce unless the presiding officer shall order that voting be by ballot.

Section 13.MEETINGS BY REMOTE COMMUNICATION.  At the discretion of the Board of Directors and subject to any guidelines and procedures that the Board of Directors may adopt from time to time, stockholders and proxy holders not physically present at a meeting of the stockholders, by means of remote communication may participate in the meeting of the stockholders and may be considered present in person and may vote at the meeting of the stockholders, whether the meeting is held at a designated place or solely by means of remote communication. The Corporation shall implement reasonable measures to verify that each person considered present and authorized to vote at the meeting by means of remote communication is a stockholder or proxy holder, the Corporation shall implement reasonable measures to provide the stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings and in the event any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action shall be maintained by the Corporation.

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Section 14.CONTROL SHARE ACQUISITION ACT.  Title 3, Subtitle 7 of the Maryland General Corporation Law (the “MGCL”), or any successor statute, shall not apply to any acquisition by any person of shares of stock of the Corporation.

ARTICLE III

DIRECTORS

Section 1.GENERAL POWERS.  The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2.NUMBER, TENURE AND QUALIFICATIONS.  At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of Directors; provided that the number thereof shall never be less than the minimum number required by the MGCL, nor more than twenty-five (25); and further provided that the tenure of office of a Director shall not be affected by any decrease in the number of Directors.  A Director shall be an individual at least 21 years of age who is not under legal disability.  A majority of the Board of Directors shall be Directors whom the Board has determined are “independent” under the standards established by the Board of Directors. All nominations must be submitted through and approved by the Nominating and Corporate Governance Committee and follow the nominating process established by that committee for the nomination of Directors and must satisfy the standards for membership on the Board of Directors approved by that committee from time to time.

Section 3.ANNUAL AND REGULAR MEETINGS.  An annual meeting of the Board of Directors shall be held immediately after and at the same place or via the same means of remote communication as the annual meeting of stockholders, no notice other than this Bylaw being necessary.  In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.  The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution.

Section 4.SPECIAL MEETINGS.  Special meetings of the Board of Directors may be called by or at the request of the chairman of the Board of Directors, the chief executive officer, the president or by a majority of the Directors then in office.  The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them.  The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without notice other than such resolution.

Section 5.NOTICE.  Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, United States mail or courier to each Director at his or her business or residence address.  Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least twenty four (24) hours prior to the meeting.  Notice by United States mail shall be given at least three (3)

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days prior to the meeting.  Notice by courier shall be given at least two (2) days prior to the meeting.  Telephone notice shall be deemed to be given when the Director or his or her agent is personally given such notice in a telephone call to which the Director or his or her agent is a party.  Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the Director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the Director and receipt of a completed answer-back indicating receipt.  Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid.  Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed.  Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6.QUORUM.  A majority of the Directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter, these Bylaws or the provisions of any applicable committee charter, the vote of a majority of a particular group of Directors is required for action, a quorum must also include a majority of such group.

The Directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

Section 7.VOTING.  The action of the majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.  If enough Directors have withdrawn from a meeting to leave less than a quorum but the meeting is not adjourned, the action of a majority of that number of Directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 8.ORGANIZATION.  At each meeting of the Board of Directors, the chairman of the Board of Directors or, in the absence of the chairman, the vice chairman of the Board of Directors, if any, shall act as chairman of the meeting.  In the absence of both the chairman and vice chairman of the Board of Directors, the chief executive officer or in the absence of the chief executive officer, the president or in the absence of the president, a Director chosen by a majority of the Directors present, shall act as chairman of the meeting.  The secretary or, in his or her absence, an assistant secretary of the Corporation, or in the absence of the secretary and all assistant secretaries, a person appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 9.TELEPHONE MEETINGS.  Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating

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in the meeting can hear, and speak to, each other at the same time.  Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10.CONSENT BY DIRECTORS WITHOUT A MEETING.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a consent in writing or by electronic transmission to such action is given by each Director and is filed in paper or electronic form with the minutes of proceedings of the Board of Directors.

Section 11.RATIFICATION.  The Board of Directors or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter and, if so ratified, shall have the same force and effect as if the action or inaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders.

Section 12.REMOVAL; VACANCIES.  Any Director or the entire Board of Directors may be removed only in accordance with the provisions of the Charter.  A vacancy on the Board of Directors may be filled only in accordance with the provisions of the Charter.

Section 13.COMPENSATION.  Directors shall not receive any stated salary for their services as Directors, but, by resolution of the Directors, Directors that are not employed by the Corporation may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned, leased or to be acquired by the Corporation and for any service or activity they performed or engaged in as Directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they performed or engaged in as Directors; but nothing herein contained shall be construed to preclude any Directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 14.RESIGNATION OF DIRECTORS.  Any Director may resign by written notice to the Board of Directors, effective upon execution and delivery to the Corporation of such written notice or upon any future date specified in the notice.

Section 15.LOSS OF DEPOSITS.  No Director shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or shares of stock have been deposited.

Section 16.SURETY BONDS.  Unless required by law, no Director shall be obligated to give any bond or surety or other security for the performance of any of his or her duties.

Section 17.RELIANCE.  Each Director, officer, employee and agent of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be fully justified and protected with regard to any act or failure to act in reliance in good faith upon the books of account or other records of the Corporation, upon an opinion of counsel or upon reports made to the Corporation by any of its officers or employees or by the adviser, accountants, appraisers or other experts or consultants selected by the Board of Directors or

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officers of the Corporation, regardless of whether such counsel or expert may also be a Director, to the extent set forth in Section 2-405.1 (or any successor provision) of the MGCL.

Section 18.CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The Directors shall have no responsibility to devote their full time to the affairs of the Corporation.  Any Director or officer, employee or agent of the Corporation, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to or in addition to or in competition with those of or relating to the Corporation, except as set forth in a written agreement between the Corporation and such Director or officer, employee or agent of the Corporation; provided that such Director or officer, employee or agent complies with the applicable terms of the then existing conflicts of interest policy of the Corporation.

ARTICLE IV

COMMITTEES

Section 1.NUMBER, TENURE AND QUALIFICATIONS.  The Board of Directors may appoint from among its members an Executive Committee, an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and other committees, composed of one or more Directors as required by applicable law, to serve at the pleasure of the Board of Directors.

Section 2.POWERS.  The Board of Directors may delegate to committees appointed under Section 1 of this Article IV any of the powers of the Board of Directors, except as prohibited by law.

Section 3.MEETINGS.  Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors.

A majority of the members of any committee shall be present in person at any meeting of such committee in order to constitute a quorum for the transaction of business at such meeting, and the act of a majority of the committee members present shall be the act of such committee.  The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of such chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide.  In the event of the absence or disqualification of any member of any such committee, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may appoint another Director to act at the meeting in the place of such absent or disqualified member.

Each committee shall keep minutes of its proceedings and shall report the same to the Board of Directors at the next succeeding meeting, and any action by the committee shall be subject to revision and alteration by the Board of Directors to the extent permissible by applicable law, provided that no rights of third persons shall be affected by any such revision or alteration.

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Section 4.TELEPHONE MEETINGS.  Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time.  Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5.CONSENT BY COMMITTEES WITHOUT A MEETING.  Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed in paper or electronic form with the minutes of proceedings of such committee.

Section 6.VACANCIES.  Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 1.GENERAL PROVISIONS.  The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the Board of Directors, a vice chairman of the Board of Directors, a chief executive officer, one or more vice presidents, a chief investment officer, a chief operating officer, a chief financial officer, a chief legal officer, a chief accounting officer, one or more assistant secretaries and one or more assistant treasurers.  In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable.  The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries, assistant treasurers or other officers.  Each officer shall hold office until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided.  Any two or more offices except president and vice president may be held by the same person.  Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2.REMOVAL AND RESIGNATION.  Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Board of Directors, the chairman of the Board of Directors, the president or the secretary.  Any resignation shall take effect immediately upon its receipt or at such later time specified in the notice of resignation.  The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.  Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

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Section 3.VACANCIES.  A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4.CHIEF EXECUTIVE OFFICER.  The Board of Directors may designate a chief executive officer.  The chief executive officer, in general, shall perform all duties incident to the office of chief executive officer and such other responsibilities and duties as may be prescribed by the Board of Directors from time to time.  He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed.

Section 5.CHIEF INVESTMENT OFFICER.  The Board of Directors may designate a chief investment officer.  The chief investment officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 6.CHIEF OPERATING OFFICER.  The Board of Directors may designate a chief operating officer.  The chief operating officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 7.CHIEF FINANCIAL OFFICER.  The Board of Directors may designate a chief financial officer.  The chief financial officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 8.CHIEF LEGAL OFFICER.  The Board of Directors may designate a chief legal officer. The chief legal officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 9.CHIEF ACCOUNTING OFFICER.  The Board of Directors may designate a chief accounting officer.  The chief accounting officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

Section 10.CHAIRMAN OF THE BOARD.  The Board of Directors may designate a chairman of the Board of Directors.  The chairman of the Board of Directors shall preside over the meetings of the Board of Directors and of the stockholders at which he or she shall be present.  The chairman of the Board of Directors shall perform such other duties as may be assigned to him or her by the Board of Directors.

Section 11.PRESIDENT.  In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation.  In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer.  He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

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Section 12.VICE PRESIDENTS.  In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, president or by the Board of Directors.  The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president or as vice president for particular areas of responsibility.

Section 13.SECRETARY.  The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or by the Board of Directors.

Section 14.TREASURER.  The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, the treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 15.ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.  The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, president or the Board of Directors.  The assistant treasurers shall, if required by the Board of Directors, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors.

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Section 16.SALARIES.  The salaries and other compensation of the officers shall be fixed from time to time by or under the authority of the Board of Directors or a committee thereof and no officer shall be prevented from receiving such salary or other compensation by reason of the fact that he or she is also a Director.

Section 17.DIVISIONAL TITLES. The Board of Directors may from time to time confer upon any employee of a division of the Corporation the title of president, vice president, treasurer or controller of such division or any other title or titles deemed appropriate, or may authorize the chairman of the Board or the president to do so. Any such titles so conferred may be discontinued and withdrawn at any time by the Board of Directors, or by the chairman of the Board or the president if so authorized by the Board of Directors. Any employee of a division designated by such a divisional title shall have the powers and duties with respect to such division as shall be prescribed by the Board of Directors, the chairman of the Board or the president.  The conferring of divisional titles shall not create an office of the Corporation for purposes of these Bylaws or the Charter unless specifically designated as such by the Board of Directors; but any person who is an officer of the Corporation may also have a divisional title.

ARTICLE VI

CONTRACTS, CHECKS AND DEPOSITS

Section 1.CONTRACTS.  The Board of Directors or a committee thereof within the scope of its delegated authority may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.  Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors or such committee and executed by an authorized person.  A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.

Section 2.CHECKS AND DRAFTS.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3.DEPOSITS.  All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors, the chief executive officer, chief financial officer, treasurer or any other officer designed by the Board of Directors may determine.

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ARTICLE VII

STOCK

Section 1.CERTIFICATES.  Except as otherwise provided in these Bylaws, this Article VII shall not be interpreted to limit the authority of the Board of Directors to issue some or all of the shares of any or all of the Corporation’s classes or series without certificates.  The Board of Directors may determine to issue certificated or uncertificated shares of stock and other securities of the Corporation.  Except as may be otherwise provided by the Board of Directors, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them.  In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL or the Maryland Uniform Commercial Code - Investment Securities of the Annotated Code of Maryland, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL and the Maryland Uniform Commercial Code - Investment Securities of the Annotated Code of Maryland to be included on stock certificates. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the chairman or vice chairman of the board, the chief executive officer, the chief operating officer, the president, the chief financial officer or a vice president and countersigned by the secretary or an assistant secretary or the treasurer or an assistant treasurer and may be sealed with the seal, if any, of the Corporation.  The signatures may be either manual or facsimile.  Certificates shall be consecutively numbered; and if the Corporation shall, from time to time, issue several classes of shares of capital stock, each class may have its own number series.  A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued.  Each certificate representing shares of capital stock which are restricted as to their transferability or voting powers, which are preferred or limited as to their dividends or as to their allocable portion of the assets upon liquidation or which are redeemable at the option of the Corporation, shall have a statement of such restriction, limitation, preference or redemption provision, or a summary thereof, plainly stated on the certificate.  If the Corporation has authority to issue shares of capital stock of more than one class, the certificate shall contain on the face or back a full statement or summary of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each class of shares of capital stock and, if the Corporation is authorized to issue any preferred or special class in series, the differences in the relative rights and preferences between the shares of each series to the extent they have been set and the authority of the Board of Directors to set the relative rights and preferences of subsequent series.  In lieu of such statements or summaries, the Corporation may set forth upon the face or back of the certificate a statement that the Corporation will furnish to any stockholder, upon receipt of a written request and without charge, a full statement of such information.  There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

Section 2.TRANSFERS.  All transfers of shares of stock shall be recorded on the books of the Corporation upon surrender to the Corporation or the transfer agent of the

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Corporation of proper evidence of succession, assignment or authority to transfer in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of assignment. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, to the extent then required by the MGCL or the Maryland Uniform Commercial Code - Investment Securities of the Annotated Code of Maryland, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL and the Maryland Uniform Commercial Code - Investment Securities of the Annotated Code of Maryland to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter of the Corporation and all of the terms and conditions contained therein.

Section 3.REPLACEMENT CERTIFICATE.  Any officer designated by the Board of Directors may direct a new certificate to be issued in place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors has determined that such certificates may be issued.  When authorizing the issuance of a new certificate, an officer designated by the Board of Directors may, in his or her discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner’s legal representative to advertise the same in such manner as he or she shall require and/or to give bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim which may arise as a result of the issuance of a new certificate.

Section 4.CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.  The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose.  Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of stockholders, not less than ten (10) days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not longer than twenty (20) days.  If the stock

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transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days before the date of such meeting.

Except as otherwise set forth in these Bylaws, if no record date is fixed and the stock transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at 5:00 p.m., Eastern Time, on the day on which the notice of meeting is mailed or the thirtieth (30th) day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be 5:00 p.m., Eastern Time, on the day on which the resolution of the Board of Directors, declaring the dividend or allotment of rights, is adopted.

When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment or postponement thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned or postponed to a date more than one hundred twenty (120) days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Section 5.STOCK LEDGER.  The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6.FRACTIONAL STOCK; ISSUANCE OF UNITS.  The Board of Directors may issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as they may determine.  Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the Corporation.  Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

Section 7.VOTING STOCK IN OTHER CORPORATIONS.  Stock of other corporations or associations, registered in the name of the Corporation, may be voted by the chief executive officer, president, chief financial officer, a vice president, or a proxy appointed by any of them.  The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.

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ARTICLE VIII

ACCOUNTING YEAR

The fiscal year of the Corporation shall be the 12 calendar month period ending December 31 in each year, unless otherwise provided by the Board of Directors by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the Charter.  Dividends and other distributions may be paid in cash, property or shares of stock of the Corporation, subject to the provisions of law and the Charter.

ARTICLE X

INVESTMENT POLICIES

Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation, as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 1.SEAL.  The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall have inscribed thereon the name of the Corporation and the year of its formation.  The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2.AFFIXING SEAL.  Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

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ARTICLE XII

INDEMNIFICATION AND ADVANCE OF EXPENSES

Section 1.PROCEDURE.  Any indemnification or payment of costs and expenses in advance of the final disposition of any proceeding, shall be made promptly, and in any event within sixty (60) days, upon the written request of the Director or officer entitled to seek indemnification (the “Indemnified Party”).  The right to indemnification and advances hereunder shall be enforceable by the Indemnified Party in any court of competent jurisdiction, if (i) the Corporation denies such request, in whole or in part, or (ii) no disposition thereof is made within sixty (60) days.  The Indemnified Party’s costs and expenses (including attorney’s fees) incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be paid or reimbursed by the Corporation.  It shall be a defense to any action for advance for expenses that (a) a determination has been made that the facts then known to those making the determination would preclude indemnification or (b) the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the Indemnified Party of such Indemnified Party’s good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met.

Section 2.EXCLUSIVITY.  The indemnification and payment of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any Indemnified Party seeking indemnification or payment of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise, including, without limitation, a vote of stockholders or disinterested Directors, to the extent not inconsistent with law, both as to action in his or her official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, which shall continue in respect of all events occurring while a person was a Director or officer after such person has ceased to be a Director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of such person. The Corporation shall not be liable for any payment under these Bylaws or the Charter in connection with a claim made by a Director or officer to the extent such Director or officer has otherwise actually received payment under insurance policy, agreement, vote or otherwise, of the amounts otherwise indemnifiable hereunder. All rights to indemnification and advance of expenses under these Bylaws or the Charter shall be deemed to be a contract between the Corporation and each Director or officer of the Corporation who serves or served in such capacity at any time while these Bylaws are in effect.  Nothing herein shall prevent the amendment, modification or repeal of these Bylaws, provided that no such amendment, modification or repeal shall diminish the rights of any person hereunder or the obligations of the Corporation arising hereunder, in each case, with respect to events occurring or claims made before the adoption of such amendment or modification or while these Bylaws or any provision hereof are in force or as to claims made after its adoption in respect of events occurring before the adoption of such amendment or modification or while these Bylaws or any provision hereof are in force.

Section 3.SEVERABILITY; DEFINITIONS, ETC.  The invalidity or unenforceability of any provision of this Article XII shall not affect the validity or enforceability of any other provision hereof. The phrase “these Bylaws” in this Article XII means this

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Article XII in its entirety.  Neither the amendment nor repeal of this Article XII, nor the adoption or amendment of any other provision of these Bylaws or Charter of the Corporation inconsistent with this Article XII, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed or given by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute.  The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIV

AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

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EX-4.1

Exhibit 4.1

ABnote North America 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 HOLLY GRONER 931-490-7660 JULY 26, 2012 W.P. CAREY INC. WO-5742 FACE Operator: mr REV.1 COLOR:This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, this proof process is different from offset printing. It is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink. PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF COLORS SELECTED FOR PRINTING: Intaglio prints in SC-7 Dark Blue. Logo Prints in colorsPMS 287 Blue NOTE: TEXT RECEIVED BY MODEM OR E-MAIL IS NOT PROOFREAD WORD FOR WORD. S H A R E S COMMON STOCK THIS CERTIFICATE IS TRANSERABLE IN CANTON, MA, JERSEY CITY, NJ, NEW YORK, NY AND PITTSBURGH, PA COMMON STOCK CUSIP 92936U 10 9 SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF W. P. Carey Inc. (hereinafter called the Company), transferable on the books of the Company by the registered holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter and bylaws of the Company and all amendments thereto. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. In Witness Whereof, the Company has caused the facsimile signatures of its duly authorized officers and its facsimile seal to be affixed hereto. Dated: MAR YLAND SEAL 2012 COMPANY W . P . CAR E Y I N C . MANAGING DIRECTOR AND SECRETARY COUNTERSIGNED AND REGISTERED: COMPUTERSHARE SHAREOWNER SERVICES LLC TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE WP PRESIDENT AND CHIEF EXECUTIVE OFFICER

Signature Guaranteed By: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. For value received, hereby sell, assign and transfer unto NOTICE: The signature(s) to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement or any change whatever. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: Shares of Common Stock (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) represented by the within Certificate, and do hereby irrevocably constitute and appoint to transfer the said Shares of Common Stock on the books of the within-named Company with full power of substitution in the premises. Dated: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE UNIF GIFT MIN ACT — Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Attorney Signature(s) W. P. CAREY INC. THE COMPANY WILL FURNISH TO ANY STOCKHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 2 211(B) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS AUTHORITY TO ISSUE AND (I) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (II) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. THE FOREGOING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CHARTER OF THE COMPANY (THE "CHARTER"), AS MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH WILL BE SENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE OR TO THE TRANSFER AGENT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST ("REIT") UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUCH RESTRICTIONS ARE SET FORTH IN THE CHARTER. INFORMATION REGARDING SUCH RESTRICTIONS AND A COPY OF THE CHARTER, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE COMPANY ON REQUEST AND WITHOUT CHARGE. SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. IF THIS CERTIFICATE IS LOST, STOLEN OR DESTROYED, THE COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF AMERICAN BANK NOTE COMPANY 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 HOLLY GRONER 931-490-7660 PROOF OF JULY 26, 2012 W.P. CAREY INC. WO--5742 BACK Operator: MR REV.1 NOTE: TEXT RECEIVED BY MODEM OR E-MAIL IS NOT PROOFREAD WORD FOR WORD.

EX-10.3

Exhibit 10.3

W. P. CAREY INC.
LONG-TERM INCENTIVE PROGRAM

(as amended and restated effective as of September 28, 2012)

W. P. CAREY & CO. LLC (the “Company”) established this LONG-TERM INCENTIVE PROGRAM (the “Program”) effective as of the 2nd day of January 2008, in accordance with the terms provided herein, and the Program was adopted by W. P. Carey Inc., as the successor to W. P. Carey & Co. LLC (collectively, the “Company”), as of September 28, 2012.

WHEREAS, the Company maintains the 1997 Share Incentive Plan (the “1997 Plan”) and the 2009 Share Incentive Plan (the “2009 Plan”) for the benefit of its officers and employees, of which the Program is a subset; and

WHEREAS, in order to further align the interests of employees with the interests of the shareholders, the Company desires to provide additional long-term incentive benefits through the Program, in the form of awards qualifying as “Restricted Stock Units” and “Performance Share Units” under the 1997 Plan and the 2009 Plan (collectively, the “Plans”).

WHEREAS, all capitalized terms not otherwise defined herein shall have the meaning set forth in the Plans.

NOW, THEREFORE, the Company hereby provides for additional incentive benefits for certain executive employees of the Company and adopts the terms of the Program on the following terms and conditions:

Section 1.  Incentive Program Purpose.  The main purpose of the Program is to provide additional long-term incentive opportunities to key executives to further align their interests with those of the Company’s shareholders and with the strategic objectives of the Company.  Awards granted hereunder may be earned by achieving relative performance levels against pre-determined performance objectives, and may be subject to forfeiture if defined performance levels are not achieved, or may consist of awards whose value is dependent upon the performance of the Company’s stock, and which vest over time.  By placing a portion of the executive’s compensation at risk, the Company has an opportunity to reward exceptional performance or reduce the compensation opportunity when performance does not meet expectations.  The Program shall be construed consistent with the provisions of the Plans, and in case of any conflict, the provisions of the 1997 Plan and/or the 2009 Plan, as the case may be, shall take precedence.

Section 2.  Effective Date.  The effective date of this Program is January 2, 2008.  The Program will remain in effect from year to year unless otherwise amended or terminated as provided in Section 19 (“Termination Date”).

Section 3.  Eligibility.

(a)Subject to paragraph (b), the Compensation Committee of the Board (the “Committee”) shall select the employees of the Company or a Subsidiary or Affiliate who shall be eligible to participate in the Program.  If an employee is hired by the Company during a Performance Period, as defined below, the Committee may, in its sole discretion, determine whether and on what terms the employee will be eligible to participate in the Program for such Performance Period.  For purposes of this Program, “employment with the Company” shall mean employment with the Company or any Subsidiary or Affiliate.

(b)The Committee may delegate to the Company’s Chairman and/or the Chief Executive Officer authority to nominate employees of the Company (not including executive officers or “covered employees” as described in Section 162(m) of the Code) to participate in the Program, including in the Discretionary Pool as described in Section 8 hereof.

Section 4.  Performance Share Unit Awards.  Upon being selected to participate in the Program, each participant may be awarded a number of Performance Share Units (the “Target Share Units”), as determined by the Committee or, at the Committee’s discretion (and except with respect to executive officers or covered employees), by the Company’s Chairman and/or the Chief Executive Officer.  For a participant selected to participate after the commencement of a specified Performance Period, Target Share Units shall be pro-rated based on the employee’s hire date and the contemplated ending date of the Performance Period on a basis approved by the Committee and as may be provided for in the appropriate grant letter, except as otherwise determined by the Committee.  The Target Share Units, plus accrued dividend equivalents (“Total Target Share Units”), may be increased by as much as three (3.0) times the number initially awarded based solely on the achievement of the objective Performance Criteria (as defined in Section 5), and the Committee shall have no discretion to decrease the Total Target Share Units that would otherwise be due upon attainment of the Performance Condition.

The Target Share Units shall be held in book entry form by the Company subject to satisfaction of the terms and conditions described below and in the applicable grant letters.  A participant shall have no right to exchange the Target Share Units for cash, stock or any other benefit and shall be a mere unsecured creditor of the Company with respect to such share units and any future rights to benefits.

Section 5.  Performance Criteria for the Target Share Units.

(a)      Subject to Section 9, the total number of Target Share Units that will be issued (“Awarded Share Units”) to a participant will be based on factors to be determined at the beginning of each Performance Period by the Committee (collectively, the “Performance Criteria”).  Unless otherwise determined by the Committee, each Performance Period shall be three years in duration, and a new Performance Period shall commence each January 1.  The first Performance Period shall commence on January 1, 2008 and end on December 31, 2010.  The Performance Criteria with respect to the Performance Period and the method of calculation with respect thereto shall be established by the Committee within 90 days after its commencement or, if earlier, no later than the date on which 25% of the Performance Period has elapsed, and before the outcome of the Performance Criteria are no longer substantially uncertain.

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(b)      The Performance Criteria for each Performance Period, and the method of calculation thereof, shall be set forth in an Appendix to this document or the award agreements issued pursuant to the Plans.  The Total Target Share Units for each participant will be multiplied by the payout factor calculated as provided on the payout matrix included in such Appendix or award agreements for the appropriate Performance Period.  In case of any dispute over the appropriate method of calculation, or the application thereof, the Committee shall determine such matter, and its determination shall be final and binding on the Company and all participants in the Program.

(c)      As promptly as practicable upon the completion of the Performance Period, the Committee shall assess and shall notify participants of the relative achievement of the Performance Criteria and determine and certify the number of Awarded Share Units to be awarded to participants provided that the Committee shall bear no liability for the any delay in such assessment.  Payments are expressly contingent upon achievement of the Performance Criteria and may not exceed the value of the participant’s Total Target Share Units, subject to adjustment as provided in Sections 4, 7 and 14.

Section 6.  Issuance and Distribution.  Subject to Section 9, each participant will be issued the number of Awarded Share Units calculated according to Section 5(b), together with any distribution equivalents with respect thereto, as provided in Section 7.  Except as provided in the remainder of this Section 6 or in the applicable grant letter, such share units and related distribution equivalents will be distributed in shares of the Company’s stock (each, a “Share”).  Unless electively deferred pursuant to Section 20, distribution shall be made following the end of the Performance Period, and in no event later than two and one-half months after the end of the Performance Period.  Notwithstanding the second sentence of this Section 6, the Committee may determine, in its discretion, that some or all Awarded Share Units will be issued in cash, the amount of which shall be calculated based upon each Awarded Share Unit being equal in value to a corresponding Share as of the last day of the Performance Period, or as otherwise provided in the applicable grant letter.

Section 7.  Distribution Equivalents.  The Committee may make such provisions with respect to payment or crediting of distribution equivalents on awards of Performance Share Units or Restricted Stock Units as it shall deem appropriate, with such provisions to be reflected in the applicable grant letters, provided, however that such distribution equivalents shall be subject to the Performance Criteria.

Section 8.  Restricted Stock Unit Awards.  Upon being selected to participate in the Program, each participant may be awarded a number of Restricted Stock Units as determined by the Committee or, at the Committee’s discretion (and except with respect to executive officers), by the Company’s Chairman and/or the Chief Executive Officer, the vesting of which will be dependent upon the participant’s continued employment with the Company for the restricted period, with ratable 1/3 vesting for each year of employment during the restricted period, unless otherwise determined by the Committee.  Without limiting the generality of the foregoing, the Committee may establish an annual pool of Restricted Stock Units (the “Discretionary Pool”), to be awarded at the discretion of the Company’s Chairman and/or Chief Executive Officer to persons they deem to be high-performers, and who are not otherwise participating in the Program, with such awards to be on such terms as the Committee or the Company’s Chairman

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and/or the Chief Executive Officer may determine.  Payment in Shares shall be made following vesting, and in no event later than two and one-half months after the end of the year in which vesting occurs, unless electively deferred pursuant to Section 20.  Notwithstanding the preceding sentence, the Committee may determine, in its discretion, that Restricted Stock Units will be issued in cash, the amount of which shall be calculated based upon each Restricted Stock Unit being equal in value to a corresponding Share as of the date of vesting, or as otherwise provided in the applicable grant letter.

Section 9.  Change of Status; Overall Limit.  In making decisions regarding employees’ participation in the Program and the extent to which awards are payable in the case of a participant whose employment terminates during a Performance Period, whether due to retirement, disability, death, resignation or involuntary dismissal, the Committee may consider any factors that it deems relevant.  Unless otherwise determined by the Committee, or otherwise provided in the applicable grant letter, any awards under the Program that were not vested at the time of such termination of employment for any reason, together with any distribution equivalents in respect thereof, will be forfeited.

Any Awarded Share Units or Restricted Stock Units that become vested shall be payable at the time specified in the applicable grant letters or in Section 6 or Section 8, as applicable, except that, in the event such amounts are conditioned upon a separation from service and not compensation the participant could receive without separating from service, then no such payments may be made to a participant who is a “specified employee” under Section 409A of the Code until the first day following the six-month anniversary of the participant’s separation from service.  Unless otherwise provided in the applicable grant letter, any amounts payable following the death of a participant shall be payable to the participant’s estate.

If Performance Share Units or Restricted Stock Units are forfeited or cancelled, the Shares underlying such awards shall again be available for awards to the extent permitted in the 1997 Plan or the 2009 Plan, as applicable.

Section 10.  Responsibilities of the Committee.  The Committee has responsibility for all aspects of the Program’s administration, including:

·Determining and certifying the extent to which the Performance Criteria have been achieved prior to any payments under the Program,

·Ensuring that the Program is administered in accordance with its provisions,

·Approving Program participants,

·Authorizing Performance Share Unit and Restricted Stock Unit awards to participants,

·Authorizing management to prepare, execute and deliver grant letters containing applicable terms and conditions of awards;

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·Ruling on any disagreement between Program participants, Company management, Program administrators, and any other interested parties to the Program, and

·Maintaining final authority to modify or terminate the Program at any time.

The interpretation and construction by the Committee of any provisions of the Program or of any awards shall be final and binding on all persons, including the Company and all participants.  No member of the Committee shall be liable for any action or determination made in good faith on the Program or any award thereunder.  The Committee may designate another party to administer the Program or any part thereof, including Company management or an outside party or to perform specific functions hereunder to the extent permitted in Section 162(m) of the Code in the case of Performance Share Unit Awards.  All conditions of the awards must be approved by the Committee.  The associated terms and conditions of the Program will be communicated to participants as close as possible to the date an award is made.  The terms of any applicable grant letter shall be binding on each participant whether or not such participant has executed and returned such grant letter.

Section 11.  Tax Consequences to Participants.  It is intended that: (i) until the Performance Criteria and/or other vesting criteria are satisfied, a participant’s right to an award under this Program shall be considered to be subject to a substantial risk of forfeiture in accordance with those terms as defined or referenced in Sections 83(a), 409A and 3121(v)(2) of the Code; and (ii) until the Shares underlying the Awarded Share Units and Restricted Stock Units are actually paid to the participant, the participants shall have merely an unfunded, unsecured promise to be paid the benefit, and such unfunded promise shall not consist of a transfer of “property” within the meaning of Code Section 83.  It is further intended that, because a participant cannot actually or constructively receive the Shares underlying Awarded Share Units and Restricted Stock Units prior to payment, the participant will not be in actual or constructive receipt of such Shares within the meaning of Code Section 451 until they are actually received.

Section 12.  Nonassignment.  A participant shall not be permitted to assign, alienate or otherwise transfer his or her awards and any attempt to do so shall be void.

Section 13.  Impact on Benefit Plans.  Payments under the Program shall not be considered as earnings for purposes of the Company’s qualified retirement plans or any such retirement or benefit plan unless specifically provided for and defined under such plans.

Section 14.  Successors; Changes in Stock.  The obligation of the Company under the Program shall be binding upon the successors and assigns of the Company.  If a dividend or other distribution shall be declared upon the Shares and payable in Shares, the Target Share Units, Awarded Share Units, Restricted Stock Units, distribution equivalents calculated in Shares, and Shares on which the Performance Criteria is based and/or issuable in satisfaction of any awards hereunder, shall be adjusted by adding thereto the number of Shares which would have been distributable thereon if such Units, equivalents or  Shares had been actual Shares outstanding on the date fixed for determining the shareholders entitled to receive such stock dividend or distribution.  In the event of any spin-off, split-off or split-up, or dividend in partial

5

liquidation, dividend in property other than cash, or extraordinary distribution to holders of the Shares, the Target Share Units, Awarded Share Units, Restricted Stock Units, distribution equivalents and Shares on which the Performance Criteria is based and/or issuable in satisfaction of any awards hereunder, shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights of participants which would otherwise result from any such transaction.

If the Shares are changed into or become exchangeable for a different number or kind of shares of stock or other securities of the Company or another corporation, or cash or other property, whether through reorganization, reclassification, recapitalization, stock split-up, combination of shares, merger or consolidation, then (i) the value of the Performance Share Units and Restricted Stock Units constituting an award shall be calculated based on the closing price of such shares on the closing date of the transaction on the principal market on which such shares are traded, (ii) there shall be substituted for each Performance Share Unit and Restricted Stock Unit, and any accrued dividend equivalents calculated in Shares, constituting an award, the number and kind of shares of stock or other securities (or cash or other property) into which each outstanding Shares shall be so changed or for which each such Share shall be exchangeable, and (iii) the Shares on which the Performance Criteria is based and/or issuable in satisfaction of any awards hereunder, shall be appropriately and equitably adjusted by the Committee.  In the case of any such adjustment, all awards shall remain subject to the terms of the Program.

Section 15.  Dispute Resolution.  A participant may make a claim to the Committee with regard to a payment of benefits provided herein.  If the Committee receives a claim in writing, the Committee shall advise the participant of its decision on the claim in writing in a reasonable period of time after receipt of the claim.  The notice shall set forth the following information:

(a)The specific basis for its decision,

(b)Specific reference to pertinent Program provisions on which the decision is based,

(c)A description of any additional material or information necessary for the participant to perfect a claim and an explanation of why such material or information is necessary, and

(d)An explanation of the Program’s claim review procedure.

Section 16.  Applicable Law.  This Program shall be governed by and construed under the laws of the State of New York without regard to its conflict of law provisions.

Section 17.  Severability.  In the event that any one or more of the provisions of this Program shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 18.  Headings.  The descriptive headings of the Sections of this Program are inserted for convenience of reference only and shall not constitute a part of this Program.

Section 19.  Amendment or Termination of this Program.  This Program may be amended, suspended or terminated by the Company at any time upon approval by the Committee.  Notwithstanding the foregoing, (i) no amendment, suspension or termination shall

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adversely affect a participant’s rights to his or her award after the date of the award, provided however that the Company may amend this Program from time to time without any participant’s consent to the extent deemed necessary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and interpretations thereunder, which amendments may result in a reduction of benefits provided hereunder and/or other unfavorable changes to participants and (ii) no amendment may alter the time of payment as provided in the Program.  This Program is intended to comply with the requirements of Section 409A of the Code, including good faith, reasonable statutory interpretations of Section 409A that are contrary to the terms of the Program.  Consistent with that intent, this Program shall be interpreted in a manner consistent with Section 409A.  In the event that any provision that is necessary for the Program to comply with Section 409A is determined by the Company to have been omitted, such omitted provision shall be deemed to be included herein and is hereby incorporated as part of the Program.

Section 20.  Deferral.  If permitted by the Committee, participants may elect, in accordance with rules established by the Committee from time to time, to defer the distribution of all or any portion of the Shares, cash or property that would otherwise be distributed to the participant under this Program, including as a result from distribution equivalent payments thereon (“Deferred Interests”).  Any Deferred Interests shall be credited to a bookkeeping account established on the participant’s behalf under the Company’s written plans and/or procedures then in effect with respect to such deferrals.

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EX-10.4

Exhibit 10.4

W. P. CAREY INC.

DEFERRED COMPENSATION PLAN FOR EMPLOYEES

Effective December 16, 2008

As amended and restated effective January 1, 2013

W. P. CAREY INC.

DEFERRED COMPENSATION PLAN FOR EMPLOYEES

TABLE OF CONTENTS

SECTION NUMBER	TITLE	PAGE
	PREAMBLE
	ARTICLE I
	DEFINITIONS
1.1	Account	1
1.2	Affiliate	1
1.3	Beneficiary	1
1.4	Board	2
1.5	Committee	2
1.6	Company	2
1.7	Company Share Fund Option	2
1.8	Deferral Commitment	2
1.9	Deferral Election	2
1.10	Disability	2
1.11	Effective Date	2
1.12	Elective Deferred Compensation	2
1.13	Employer	2
1.14	Enrollment Period	2
1.15	Internal Revenue Code	2
1.16	Key Employee	3
1.17	Participant	3
1.18	Plan	3
1.19	Plan Year	3
1.20	Retirement	3
1.21	Separation From Service	3
1.22	Standard Distribution Account	3
1.23	Unforeseeable Emergency	3
1.24	Valuation Date	3
1.25	Variable Fund Options	4

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	ARTICLE II
	ADMINISTRATION
2.1	Administrator	4
2.2	Powers and Duties	4
2.3	Procedures	5
2.4	Limitation of Liability	5
2.5	Claims Procedure	5
	ARTICLE III
	PARTICIPATION AND DEFERRAL COMMITMENTS
3.1	Eligibility and Participation	6
3.2	Duration of Deferral Commitment	6
3.3	Basic Forms of Deferral	6
3.4	Termination of Deferral Commitments on Unforeseeable Emergency	6
3.5	Commencement of Deferral Commitment	7
	ARTICLE IV
	DEFERRED COMPENSATION ACCOUNTS
4.1	Accounts	7
4.2	Elective Deferred Compensation	7
4.3	Notional Earnings and Losses	7
4.4	Valuation of Accounts	8
4.5	Vesting of Accounts	8
4.6	Statement of Accounts	8
4.7	Company Share Fund Option	8
	ARTICLE V
	PLAN BENEFITS
5.1	Standard Distribution Account Benefit	9
5.2	Form of Benefit Payment Upon Separation From Service	11
5.3	Survivor Benefits	11
5.4	Unforeseeable Emergency	12
5.5	Disability	12
5.6	Valuation and Settlement	12
5.7	Distributions From General Assets	13
5.8	Withholding and Payroll Taxes	13
5.9	Payment to Guardian	13
5.10	Small Benefit	13
5.11	Notices and Elections	13

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	ARTICLE VI
	DESIGNATION OF BENEFICIARY
6.1	Designation of Beneficiary	14
6.2	Failure to Designate Beneficiary	14
	ARTICLE VII
	FORFEITURES TO COMPANY
7.1	Distribution of Participant’s Interest When Company is Unable to Locate Distributees	14
	ARTICLE VIII
	MAINTENANCE OF ACCOUNTS
8.1	Books and Records	14
	ARTICLE IX
	AMENDMENT AND TERMINATION OF THE PLAN
9.1	Amendment and Termination	15
	ARTICLE X
	SPENDTHRIFT PROVISIONS
10.1	No Right to Alienation or Assignment	15
	ARTICLE XI
	MISCELLANEOUS
11.1	Right of Employers to Dismiss Employees; Obligations	15
11.2	Title to and Ownership of Assets Held for Accounts	16
11.3	Nature of Liability to Participants	16
11.4	Text of Plan to Control	16
11.5	Law Governing and Severability	16
11.6	Gender	16
11.7	Trust Fund	16
11.8	Ineligible Participant	16

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W. P. CAREY INC.

DEFERRED COMPENSATION PLAN FOR EMPLOYEES

Effective December 16, 2008

as amended and restated effective January 1, 2013

PREAMBLE

The purpose of the W. P. Carey Inc. Deferred Compensation Plan for Employees (the “Plan”) is to provide opportunities for a select group of management or highly compensated employees of W. P. Carey Inc. (the “Company”), or its predecessor W. P. Carey & Co. LLC, and its Affiliates to accumulate supplemental funds for retirement, special needs prior to retirement, or death.  The Plan is effective as of December 16, 2008 for deferrals of compensation earned by eligible employees after such date and on or before December 31, 2012, and is amended and restated effective January 1, 2013 for deferrals of compensation earned by eligible employees after such date and for subsequent deferrals made on or after such date.  The Plan prior to its amendment and restatement applies to deferrals made before January 1, 2013.

The Company intends to create an unfunded Plan primarily for the purpose of providing a select group of management or highly compensated employees of the Company and of its affiliated organizations with deferred compensation in accordance with their individual elections. It is the intention of the Company that the Plan be operated in compliance with the American Jobs Creation Act of 2004 (“AJCA”) and Section 409A of the Internal Revenue Code.  The Compensation Committee (“Committee”) or a successor committee designated by the Board shall be the administrator responsible for fulfilling the duties and responsibilities under the Plan.

ARTICLE I

DEFINITIONS

When used herein, the following words shall have the following meanings unless the content clearly indicates otherwise:

1.1 Account. “Account” means the record-keeping device used by the Company to measure and determine the amounts to be paid to a Participant under the Plan and which shall consist of one or more Standard Distribution Accounts.  Separate Accounts will be established for each Participant and as may otherwise be required.

1.2 Affiliate. “Affiliate” means an entity controlled, directly or indirectly, by the Company.

1.3 Beneficiary. “Beneficiary” means the person who under this Plan becomes entitled to receive a Participant’s interest in the event of his or her death.

1.4 Board. “Board” means the Board of Directors of the Company or any committee thereof acting within the scope of its authority.

1.5 Committee. “Committee” means the Compensation Committee or a successor committee appointed to administer the Plan pursuant to Article II.

1.6 Company. “Company” means W. P. Carey Inc., and any successor in interest.

1.7 Company Share Fund Option.  “Company Share Fund Option” shall mean an investment fund alternative permitting Participants to direct deferred compensation to purchase phantom units based on the Company’s Common Shares.

1.8 Deferral Commitment. “Deferral Commitment” means a commitment made by a Participant pursuant to Article III for which a Deferral Election has been submitted by the Participant to the Committee.

1.9 Deferral Election. “Deferral Election” means the written agreement to defer receipt of compensation submitted by a Participant to the Committee or its delegates prior to the commencement of the period in which the deferred compensation is to be earned.

1.10 Disability. “Disability” means where, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twenty-four (24) months, either (i) a Participant is unable to engage in any substantial gainful activity or (ii) a Participant is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of his or her Employer, as determined by the Committee, in accordance with Section 409A(a)(2)(C) of the Internal Revenue Code and Regulation Section 1.409A-3(i)(4) promulgated thereunder, on the basis of written information supplied by the Participant.

1.11 Effective Date. “Effective Date” of this Plan means December 16, 2008.

1.12 Elective Deferred Compensation. “Elective Deferred Compensation” means the amount of compensation that a Participant elects to defer pursuant to a Deferral Commitment.

1.13 Employer. “Employer” means the Company or one of its Affiliates.

1.14 Enrollment Period. “Enrollment Period” means an annual enrollment period during which eligible employees may file new or amended Deferral Elections covering compensation to be earned in the following calendar year.

1.15 Internal Revenue Code.  “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

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1.16 Key Employee.  “Key Employee” may include a Participant who is (i) an officer of the Company having an annual compensation greater than $135,000 (as adjusted under Internal Revenue Code Section 416(i)(1)(A)), (ii) a five percent (5%) owner of the Company, or (iii) a one percent (1%) owner of the Company having an annual compensation from the Company of more than $150,000.  The determination of who is or may be a Key Employee shall be made at the discretion of the Committee or its delegate, consistent with the requirements of a “Specified Employee” under Section 409A of the Internal Revenue Code and in accordance with Internal Revenue Code Section 416(i), disregarding Section 416(i)(5).

1.17  Participant. “Participant” means any eligible employee of the Company who is making (or has elected to make) deferrals, or who holds an Account, under the terms of the Plan.

1.18  Plan. “Plan” means “W. P. Carey Inc. Deferred Compensation Plan for Employees” as set forth in this document and as the same may be amended, administered or interpreted from time to time.

1.19  Plan Year. “Plan Year” means each calendar year beginning on January 1 and ending on December 31; provided, further, that the first Plan Year shall begin on January 1, 2009 and end on December 31, 2009.

1.20 Retirement. “Retirement” means Separation from Service of a Participant, other than by reason of death, on or after the date on which the Participant has attained age fifty-five (55).

1.21 Separation from Service.  “Separation from Service” shall have the meaning set forth in Treasury Regulation Section 1.409A-1(h) or any successor thereto.

1.22 Standard Distribution Account.  “Standard Distribution Account” means an Account established pursuant to Section 5.1, which provides for distribution of a benefit during employment or following Retirement.

1.23 Unforeseeable Emergency.  An “Unforeseeable Emergency” is a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Section 152(a) of the Internal Revenue Code); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, as determined by the Committee, in accordance with Section 409A(a)(2)(B)(ii) of the Internal Revenue Code and Regulation Section 1.409A-3(i)(3) promulgated thereunder, on the basis of written information supplied by the Participant.

1.24 Valuation Date.  “Valuation Date” means the last day of each month, or such other dates as the Committee may determine in its discretion, which may be either more or less frequent, for the valuation of Participants’ Accounts.

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1.25 Variable Fund Options.  “Variable Fund Options” means the variable rate investment fund alternatives, if any, approved by the Committee and offered to Participants.

ARTICLE II

ADMINISTRATION

2.1 Administrator.  Except as hereinafter provided, the Committee shall be responsible for the administrative responsibilities hereinafter described with respect to the Plan. Whenever any action is required or permitted to be taken in the administration of the Plan, the Committee shall take such action unless the Committee’s power is expressly limited herein or by operation of law.  The Committee shall be the Plan “Administrator” (as such term is defined in Section 3(16)(A) of ERISA). The Committee may delegate its duties and responsibilities as it, in its sole discretion, deems necessary or appropriate to the execution of such duties and responsibilities.

2.2 Powers and Duties.  The Committee, or its delegates, shall maintain and keep (or cause to be maintained and kept) such records as are necessary for the efficient operation of the Plan or as may be required by any applicable law, regulation, or ruling and shall provide for the preparation and filing of such forms, reports, information, and documents as may be required to be filed with any governmental agency or department and with the Plan’s Participants and/or other Beneficiaries.

Except to the extent expressly reserved to the Company, an Employer or the Board, the Committee shall have all powers necessary to carry out the administrative provisions of the Plan and to satisfy the requirements of any applicable law or laws. These powers shall include, by way of illustration and not limitation, the exclusive powers and discretionary authority necessary to:

(a) construe and interpret the Plan; decide all questions of eligibility; decide all questions of fact relating to claims for benefits; and determine the amount, time, manner, method, and mode of payment of any benefits hereunder;

(b) direct the Employer, and/or the trustee of any trust established at the discretion of the Company to provide for the payment of benefits under the Plan, concerning the amount, time, manner, method, and mode of payment of any benefits hereunder;

(c) prescribe procedures to be followed and forms to be used by Participants and/or other persons in filing applications or elections;

(d) prepare and distribute, in such manner as may be required by law or as the Committee deems appropriate, information explaining the Plan; provided, however, that no such explanation shall contravene the terms of this Plan or

4

increase the rights of any Participant or Beneficiary or the liabilities of the Company or any Employer;

(e) require from the Employer and Participants such information as shall be necessary for the proper administration of the Plan;

(f) appoint and retain individuals to assist in the administration and construction of the Plan, including such legal, clerical, accounting, and actuarial services as it may require or as may be required by any applicable law or laws;

(g) approve the variable rate investment fund alternatives, if any, that will be offered as the Variable Fund Options;

(h) approve any special elections and/or payouts permitted under AJCA and Section 409A of the Internal Revenue Code;

(i) establish such rules or regulations related to its powers and duties as it may deem necessary and proper to carry out the intent of the Company as to the purposes of the Plan; and

(j) perform all functions otherwise imposed upon a plan administrator.

2.3 Procedures. The Committee shall be organized and conduct its business with respect to the Plan in accordance with the organizational and procedural rules set forth in its charter.

2.4 Limitation of Liability. The Board, the members of the Committee, and any officer, employee, or agent of the Company or any Employer shall not incur any liability individually or on behalf of any other individuals or on behalf of the Company or any Employer for any act, or failure to act, made in good faith in relation to the Plan.

2.5 Claims Procedure. The right of any Participant or Beneficiary to receive a benefit hereunder and the amount of such benefit shall be determined in accordance with the procedures for determination of benefit claims established and maintained by the Committee in compliance with the requirements of Section 503 of ERISA; which separate procedures, entitled Procedures for Determination of Benefit Claims, are incorporated herein by this reference.

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ARTICLE III

PARTICIPATION AND DEFERRAL COMMITMENTS

3.1 Eligibility and Participation.

(a) Eligibility. Eligibility to make a Deferral Commitment shall be limited to employees of the Company or its Affiliates as determined by the Committee, from time to time.

(b) Participation. Except as otherwise provided herein, an eligible individual may elect to participate in the Plan by submitting a Deferral Election to the Committee or its delegates during the Enrollment Period preceding the commencement of the period in which the deferred compensation is to be earned.

3.2 Duration of Deferral Commitment.

(a)  A Deferral Commitment shall be effective for specified compensation to be earned during the next Plan Year following the date it is filed and shall terminate at the end of such Plan Year, unless otherwise provided by the Committee or its delegates.  A Deferral Election shall not apply to any deferrals that represent payments for services performed prior to the beginning of the Plan Year to which it applies.

(b) A Participant’s Deferral Commitments shall terminate upon the Participant’s Separation from Service and as provided in Section 5.4 in the case of an Unforeseeable Emergency.

3.3 Basic Forms of Deferral. Subject to such determinations as may be made by the Committee, an eligible employee may file a Deferral Election to defer any or all of the following forms of compensation:

(a) Restricted Share Unit Deferrals. A Participant may elect to defer one hundred percent (100%) of amounts to be paid by the Employer pursuant to an award of Restricted Share Units to a single Standard Distribution Account.

(b) Performance Share Unit Deferrals.  A Participant may elect to defer one hundred percent (100%) of amounts to be paid by the Employer pursuant to an award of Performance Share Units to a single Standard Distribution Account.

(c) Special Deferrals. A Participant may elect any special Deferral Commitment that is authorized by the Committee in its discretion.

3.4 Termination of Deferral Commitments on Unforeseeable Emergency. Upon a finding that the Participant has suffered an Unforeseeable Emergency, all previously elected Deferral Commitments of the Participant shall terminate.

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3.5 Commencement of Deferral Commitment. A Deferral Commitment shall be deemed to commence as of the first day of the Plan Year (or other period permitted under Section 3.3(c) of this Plan) covered by the Deferral Election for such Deferral Commitment.

ARTICLE IV

DEFERRED COMPENSATION ACCOUNTS

4.1 Accounts. For record-keeping purposes only, Standard Distribution Accounts shall be maintained as applicable for each Participant’s Elective Deferred Compensation. Accounts shall be deemed to be credited with notional gains or losses as provided in Section 4.3 from the date of deferral through the Valuation Date.

4.2 Elective Deferred Compensation. A Participant’s Elective Deferred Compensation shall be credited to the Participant’s Account(s) as of the date when the corresponding non-deferred portion of the compensation is paid or would have been paid but for the Deferral Commitment.  Any withholding of taxes or other amounts with respect to deferred compensation that is required by Federal, state or local law shall be withheld from the Participant’s non-deferred compensation.

4.3 Notional Earnings and Losses. Accounts shall be credited with notional earnings and losses as of each Valuation Date from the dates when deferred amounts are credited to Accounts based on the balance of each Account. Earnings and losses credited to each Account shall be based on the Participant’s choices among the Variable Fund Options and the Company Share Fund Option, subject to the terms of this Section.

(a) Earnings or Losses During Participant’s Lifetime. During a Participant’s lifetime, all compensation deferred by the Participant will be credited as elected by the Participant with earnings or losses that may accrue based on the performance of (i) the Variable Fund Options or (ii) the Company Share Fund Option.

(b) Earnings or Losses After Participant’s Death. Following a Participant’s death, all compensation deferred by the Participant will be credited as elected by the Participant’s Beneficiary with earnings or losses that may accrue based on the performance of (i) the Variable Fund Options or (ii) the Company Share Fund Option.

(c) Changes to Investment Elections. Except as otherwise approved by the Committee, Participants and Beneficiaries may elect quarterly to reallocate previously accrued notional funds among the Variable Fund Options. Participants shall not be permitted to reallocate previously accrued amounts between the Company Share Fund Option and any of the Variable Fund Options.

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4.4 Valuation of Accounts. A Participant’s Account as of each Valuation Date shall consist of the balances of the Participant’s Standard Distribution Accounts as of the immediately preceding Valuation Date, increased by the Participant’s Elective Deferred Compensation and earnings credited to such Standard Distribution Accounts and reduced by losses sustained by any Variable Fund Options or the Company Share Fund Option as selected by the Participant and by distributions and withdrawals made from such Standard Distribution Accounts since the immediately preceding Valuation Date.

4.5 Vesting of Accounts. Each Participant shall be one hundred percent (100%) vested at all times in the amounts credited to such Participant’s Standard Distribution Accounts, subject to any vesting criteria applicable to Restricted Share Units, Performance Share Units or other compensation to which the Deferral Election applies.

4.6 Statement of Accounts. The Company shall submit to each Participant periodic statements setting forth the balance to the credit of the Standard Distribution Accounts maintained for the Participant.

4.7 Company Share Fund Option.  Participants shall be permitted to defer compensation from Restricted Share Units, Performance Share Units and special deferral amounts into the Company Share Fund Option.  In addition, the Company may require that special deferral amounts be allocated to the Company Share Fund Option.  Participant deferrals of Restricted Share Units and Performance Share Units into the Company Share Fund Option shall remain in unit form, representing the Company’s Common shares, and special deferral amounts shall be treated as if Elective Deferred Compensation were invested in the Company’s Common Shares on the dates of such deferrals as determined under Section 4.2.  Except for deferrals denominated in or converted into units representing the Company’s Common Shares, deferrals shall be credited to Participant Accounts as phantom units representing whole and partial shares of the Company’s Common Shares.  The following rules shall apply to such phantom stock units:

(a) Phantom stock units shall be valued at the closing price of a share of the Company’s Common Shares in the New York Stock Exchange Composite Transactions on the date of such deferral and each other relevant Valuation Date, or, if no sale shall have been made on such exchange on that date, the closing price in the New York Stock Exchange Composite Transactions on the last preceding day on which there was a sale (“Fair Market Value”).  If the Company’s Common Shares are not listed on such exchange, the phantom stock units shall be valued at the closing price of a share of Common Shares for such date on (or on any composite index including) the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the Common Shares are listed or, if the Common Shares are not listed on any such exchange, the Committee shall in good faith determine the value of such phantom stock units on such date.

(b) Dividend or distribution (each a “Dividend”) equivalents shall be accrued on phantom units at the same rate established by the Company for the underlying

8

Common Shares and on the established record date, and shall be paid to Participants on the regularly scheduled payment date(s) provided the Participant is employed by the Company on such record date(s).  If the Participant is not so employed, such Dividend equivalents shall be accrued on phantom units, when and if declared and paid on the Company’s Common Shares, and credited to additional phantom units as if such amounts were reinvested in the Company’s Common Shares.

(c) Participants shall not be permitted to reallocate previously accrued amounts between the Company Share Fund Option and any of the Variable Fund Options.

(d) Participants in the Company Share Fund Option shall not be considered to be shareholders of the Company and shall be entitled only to those voting rights, if any, as may be approved by the Company with respect to shares of the Company’s Common Shares that may be held in a trust established by the Company on behalf of Plan Participants.

(e) Plan benefits paid under Article V from phantom stock units accrued under the Company Share Fund Option shall be settled in shares of the Company’s Common Shares or cash, in the discretion of the Company, which will be credited to a book-entry account in the Participant’s name.

(f) A Participant shall be advised as to the amount of any Federal, state, local or foreign income tax required to be withheld by the Company on the compensation income resulting from the payout of shares of the Company’s Common Shares or cash.  Participant shall pay any taxes required to be withheld directly to the Company in cash upon request; provided, however, that if permitted by the Committee a Participant may satisfy such obligation in whole or in part by requesting the Company in writing to withhold from the shares otherwise deliverable that number of shares having a Fair Market Value on the date on which such tax is calculated equal to the amount of the aggregate minimum statutory withholding tax obligation to be so satisfied.  No Common Shares shall be delivered to a Participant unless and until Participant shall have satisfied any obligation for withholding taxes with respect thereto as provided herein.

ARTICLE V

PLAN BENEFITS

5.1 Standard Distribution Account Benefit.

(a) Election of Benefit. A Participant may file a Deferral Election to defer compensation into Standard Distribution Accounts, in such number as may be determined by the Committee from time to time in its discretion, and receive benefits from each such Standard Distribution Account following Separation from Service upon Retirement or while employed by an Employer.  For each elected

9

Standard Distribution Account, a Participant shall elect a date of payment.  A Participant shall direct that each of his or her elected Standard Distribution Accounts be invested in any one or more of the Variable Fund Options and/or the Company Share Fund.  A Participant’s election of payment dates shall be irrevocable, except as follows:

(i) A Participant shall be permitted to file one new payment date election per year for each elected Standard Distribution Account, which will supersede his or her original payment date for that Standard Distribution Account.  Such change elections must be filed more than twelve (12) months prior to the previously elected payment date and may not take effect for twelve (12) months.  Change elections may not accelerate a payment date and must delay payment for at least five (5) years from the previously elected payment date.  No change elections will be allowed if the previously elected payment date is upon or following Separation from Service.  If it is found that a Participant’s payment election does not comply with AJCA and Section 409A of the Internal Revenue Code, benefits will be paid in accordance with the most recent valid election filed by the Participant.

(ii) A Participant may request in writing a payment in a lump sum, which is reasonably necessary to meet the Participant’s requirements due to an Unforeseeable Emergency, subject to approval by the Committee and in compliance with Section 409A of the Internal Revenue Code.

(iii) A Participant may file without penalty any new payment election permitted by Section 409A of the Internal Revenue Code and approved by the Committee.

(b) Forms of Benefit Payment. The available form of payment from a Standard Distribution Account is one lump sum payment.

(c) Benefit Payment. Except as provided below for Key Employees, the available dates for payment of benefits from a Participant’s Standard Distribution Account are as follows:

(i) Upon Retirement; provided, that payment will be made within sixty (60) days of the end of the month following such Separation from Service and provided, further, that if such sixty (60) day period spans two taxable years payment shall be made in the second taxable year.

(ii) The fifteenth day in February (or, if not a business day, the next business day) of a specified year while employed; provided, however, that no payment may be made earlier than the completion of two Plan Years following the effective date of each deferral election with regard to such Account; and provided, further that payment shall be made upon the

10

Participant’s earlier Separation from Service if the Participant is not then eligible for Retirement.

(iii) The fifteenth day in February (or, if not a business day, the next business day) of the year following Retirement.

(iv) Payments to Key Employees may be made as stated above, except that any payment based upon a Separation from Service shall be delayed until the first day following the six-month anniversary of such Participant’s Separation from Service.

(d) Default Retirement Benefit.  If a Participant does not elect a benefit payment date for his or her Standard Distribution Account, Plan benefits from such Account will be paid in a lump sum within sixty (60) days of the end of the month following Separation from Service, provided, however, that if such sixty (60) day period spans two taxable years payment shall be made in the second taxable year, and payment shall be subject to any delay required for Key Employees.

5.2 Form of Benefit Payment Upon Separation from Service.  Benefits payable upon a Participant’s Separation from Service, for reasons other than Disability or death, before eligibility for Retirement shall be paid in a lump sum within sixty (60) days of the end of the month following Separation from Service; provided, however, that if such sixty (60) day period spans two taxable years payment shall be made in the second taxable year and provided, further, that payments to Key Employees shall be delayed until the first day following the six-month anniversary of such Participant’s Separation from Service.

5.3 Survivor Benefits.

(a) Pre-Retirement Survivor Benefits.  If a Participant dies while in employment with an Employer prior to distribution of his or her Account balances, the Employer will pay the balance remaining in such Accounts to the Participant’s Beneficiary in a lump sum within ninety (90) days following the Participant’s death.  Amounts credited to the Company Share Fund Option for a Participant shall be included in the calculation of the amount payable, but such amounts shall be distributed in shares of the Company’s Common Shares and credited against the obligations under this section in a manner to be approved by the Committee.

If a Participant dies while in employment with an Employer after complete distribution of his or her Account balances, no survivor benefit will be payable to the Participant’s Beneficiary under the Plan.

(b) Post-Retirement Survivor Benefits.  If a Participant dies after Separation from Service but before payment of benefits with respect to his or her Standard Distribution Account balances, the Employer will pay to the Participant’s Beneficiary the balances of the Participant’s Accounts in a lump-sum within ninety (90) days following the Participant’s death.

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If a Participant dies after payment of benefits with respect to his or her Standard Distribution Accounts, no benefits will be payable to Participant’s Beneficiary.

(c) Valuation Date. The amount payable with respect to each of the Participant’s Standard Distribution Accounts shall be determined by crediting such Accounts through the date of the Participant’s death with all the Participant’s deferrals and all earnings or losses based on the performance of the Variable Fund Options or the Company Share Fund Option as elected by the Participant for each of such Accounts.  After the Participant’s death, the Accounts will be increased or reduced as provided in Section 4.3(b).

(d) Death of Survivor. Upon the death of a Participant’s Beneficiary, the amount of any survivor benefit remaining payable to such Beneficiary will be paid in a lump sum to the Beneficiary’s estate or personal representative. The lump sum amount will be determined by taking the present value of the remaining payments using such discount rate as the Committee may determine.

5.4 Unforeseeable Emergency.  Upon finding that a Participant has suffered an Unforeseeable Emergency, the Committee will make distributions from an Account prior to the time specified for payment of benefits under the Plan.  The amount of such distributions will be limited to the amount reasonably necessary to meet the Participant’s requirements during the Unforeseeable Emergency.  Applications for Unforeseeable Emergency distributions and determinations thereon by the Committee shall be in writing, and a Participant may be required to furnish written proof of the Unforeseeable Emergency.

Following a complete distribution of an entire Account balance necessary to meet Participant’s Unforeseeable Emergency, a Participant and his or her Beneficiary will be entitled to no further benefits under the Plan with respect to that Account.  Amounts paid to a Participant pursuant to this Section 5.4 shall be treated as distributions from the Participant’s Account.  Any Participant who receives an Unforeseeable Emergency distribution of any part of an Account balance shall not be allowed to make any deferrals under the Plan during the remainder of the Plan Year in which he receives such distribution or during the next Plan Year.

5.5 Disability. If a Participant suffers a Disability, the Participant’s Deferral Commitments will cease except as to any compensation which has been earned prior to the Committee’s determination of Disability but is payable thereafter.  The Participant’s Accounts will be distributed in accordance with the method of payment that the Participant has elected for payment of benefits upon Separation from Service at Retirement.

5.6 Valuation and Settlement.  The date on which a lump sum is paid (or the date on which installment payments commence in the case of Deferral Elections applicable to years before 2013), shall be the “Settlement Date.”  The Settlement Date for a Standard

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Distribution Account payable during employment or delayed payments shall be the date that the Participant elects for payment (or commencement of payment in the case of Deferral Elections applicable to years before 2013) in the Deferral Election designated for the Account.  The amount of a lump sum payment (and the initial amount of installment payments in the case of Deferral Elections applicable to years before 2013) shall be based on the value of the Participant’s Account as of the Valuation Date at the end of the immediately preceding month before the Settlement Date.  For example, the Valuation Date at the end of December shall be used to determine lump sum payments (and the initial amount of installment payments in the case of Deferral Elections applicable to years before 2013) which will be made in the following January.

5.7 Distributions from General Assets.  The Employer shall make any or all distributions pursuant to this Plan in cash out of its general assets, except that all distributions from the Company Share Fund Option shall be settled only in shares of the Company’s Common Shares credited to a book-entry account in the Participant’s name.

5.8 Withholding and Payroll Taxes.  The Employer shall withhold any taxes required to be withheld under federal, state or local law.

5.9 Payment to Guardian.  If a benefit is payable to a minor or a person of unsound mind, whether or not declared incompetent, or to a person incapable of handling the disposition of his or her property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapacitated person. The Committee may require proof of minority, incompetency, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit.  Such distribution shall completely discharge the Committee from all liability with respect to such benefit.

5.10 Small Benefit.  Notwithstanding any election made by the Participant, the Committee, in its sole discretion, may direct payment of any benefit in the form of a lump sum payment to the Participant or any Beneficiary, if the lump sum amount of the Account balance which is payable to the Participant or Beneficiary when payments to such Participant or Beneficiary would otherwise be made or commence is less than the limit on elective deferrals under Section 402(g) of the Internal Revenue Code.

5.11 Notices and Elections.  Any notice or election required or permitted to be given to the Company or the Committee under the Plan shall be sufficient only if it is in writing on a form prescribed or accepted by the Committee and hand delivered, or sent by registered or certified mail return receipt requested, or facsimile with proof of transmission, to the principal office of the Company, directed to the attention of the Human Resources Department of the Company.  Such notice or election shall be deemed given as of the date of delivery or, if delivery is made by mail or facsimile, as of the date shown on the postmark on the receipt for registration or certification or transmission, as applicable.

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ARTICLE VI

DESIGNATION OF BENEFICIARY

6.1 Designation of Beneficiary.  Each Participant shall have the right to designate a Beneficiary or Beneficiaries to receive his or her interest in each of his or her Accounts upon his or her death.  Such designation shall be made on a form prescribed by and delivered to the Company.  The Participant shall have the right to change or revoke any such designation from time to time by filing a new designation or notice of revocation with the Company, and no notice to any Beneficiary or consent by any Beneficiary shall be required to effect any such change or revocation.

6.2 Failure to Designate Beneficiary.  If a Participant shall fail to designate a Beneficiary before his or her death, or if no designated Beneficiary survives the Participant, the Committee may direct the Company to pay the balance in each of his or her Accounts in a lump sum to the executor or administrator for the Participant’s estate; provided, however, if no executor or administrator shall have been appointed, the Committee may direct the Company to pay his or her Account balances to such person or persons as the Committee reasonably determines, and the Committee may require such proof of right and/or identity of such person or persons as the Committee may deem appropriate or necessary.

ARTICLE VII

FORFEITURES TO COMPANY

7.1 Distribution of Participant’s Interest When Company is Unable to Locate Distributees. In case the Company is unable within three (3) years after payment is due to a Participant, or within three (3) years after payment is due to the Beneficiary or estate of a deceased Participant, to make such payment to him or her or his or her Beneficiary, executor or administrator because it cannot ascertain his or her whereabouts or the identity or whereabouts of his or her Beneficiary, executor or administrator by mailing to the last known address shown on the Employer’s or the Company’s records, and neither he or she, his or her Beneficiary, nor his or her executor or administrator had made written claim therefore before the expiration of the aforesaid time limit, then in such case, unless otherwise determined by the Committee, the amount due shall be forfeited to the Company.

ARTICLE VIII

MAINTENANCE OF ACCOUNTS

8.1 Books and Records. The Company shall keep, or cause to be kept, all such books of account, records and other data as may be necessary or advisable in its judgment for the administration of this Plan, and properly to reflect the affairs thereof, and to determine the nature and amount of the interests of the respective Participants in each Account.

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The Company is not required to physically segregate any assets with respect to the Accounts under this Plan from any other assets of the Company and may commingle any such assets with any other moneys, securities and properties of any kind of the Company. Separate accounts or records for the respective Participants’ interests shall be maintained for operational and accounting purposes, but no such account or record shall be considered as creating a lien of any nature whatsoever on or as segregating any of the assets with respect to the Accounts under this Plan from any other funds or property of the Company.

ARTICLE IX

AMENDMENT AND TERMINATION OF THE PLAN

9.1 Amendment or Termination. The Board and/or the Committee may at any time amend or terminate the Plan in whole or in part, provided however, that, except as may be provided herein or required by applicable law, no amendment or termination shall be effective to decrease or restrict the amount accrued (including earnings at the appropriate interest rate) in any Account to the date of such amendment, cause a payment of deferred amounts or otherwise affect a deferral election with respect to the then current Plan Year.

ARTICLE X

SPENDTHRIFT PROVISIONS

10.1 No Right to Alienation or Assignment. The Employer shall, except as otherwise provided hereunder, pay all amounts payable hereunder only to the person or persons entitled thereto hereunder, and all such payments shall be made directly into the hands of each such person or persons and not into the hands of any other person or corporation whatsoever, so that said payments may not be liable for the debts, contracts or engagements of any such designated person or persons, or taken in execution by attachment or garnishment or by any other legal or equitable proceedings, nor shall any such designated person or persons have any right to alienate, arbitrate, execute, pledge, encumber, or assign any such payments or the benefits or proceeds thereof.  Notwithstanding the foregoing, the Committee may assign and/or accelerate the payment of a Participant’s vested account balances to an individual other than the Participant as may be necessary to comply with a “qualified domestic relations order” as defined by and under the terms provided in Code Section 414(p), Code Section 409A and other applicable authorities.

ARTICLE XI

MISCELLANEOUS

11.1 Right of Employers to Dismiss Employees; Obligations.  Neither the action of the Company and the Employers in establishing this Plan, nor any provisions of this Plan, shall be construed as giving any employee the right to be retained in his or her

15

Employer’s employ, or any right to any payment whatsoever except to the extent of the benefits provided for by this Plan.  The Employers expressly reserve their right at any time to dismiss any employee without any liability for any claim against the Employers, or any of them, for any payment whatsoever except to the extent provided for in this Plan.  The Employers, or any of them, have no obligation to create any other or subsequent deferred compensation plan for any employees.

11.2 Title to and Ownership of Assets Held for Accounts.  Title to and ownership of all assets held for any Accounts shall be vested in the Employer and shall constitute general assets of the Employer.

11.3 Nature of Liability to Participants.  Any and all payments required to be made by the Employer to Participants in the Plan shall be general and unsecured liabilities of the Employer.

11.4 Text of Plan to Control.  The headings of the Articles and Sections are included solely for convenience of reference, and if there be any conflict between such headings and the text of this Plan, the text shall control.  This Plan document sets forth the complete terms of the Plan.  In the event of any discrepancies or conflicts between this Plan document and any summary or other information regarding the Plan, the terms of this Plan document shall apply and control.  The Plans and any Deferral Elections will be interpreted and administered in accordance with Internal Revenue Code Section 409A.  In the event that any provision that is necessary to effectuate such intent as determined by the Company, in its sole discretion, to have been omitted, such omitted provision shall be deemed included herein and is hereby incorporated.

11.5 Law Governing and Severability.  This Plan shall be construed, regulated and administered under the laws of the State of New York.  If any provisions of this Plan shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the remaining provisions of this Plan, and this Plan shall be deemed to be modified to the least extent possible to make it valid and enforceable in its entirety.

11.6 Gender. The masculine gender shall include the feminine, and the singular shall include the plural, except when the context expressly dictates otherwise.

11.7 Trust Fund. The Employer shall be responsible for the payment of all benefits provided under the Plan.  At its discretion, the Company may establish one or more trusts, with such trustees as the Board or the Committee may approve, for the purpose of providing for the payment of such benefits.  Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors.  To the extent any benefits provided under the Plan are actually paid from any such trust, the Employer shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Employer.

11.8 Ineligible Participant.  Notwithstanding any other provisions of this Plan to the contrary, if any Participant is determined not to be a “management or highly compensated

16

employee” within the meaning of ERISA or Regulations thereunder, such Participant will not be eligible for this Plan.

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EX-10.8

Exhibit 10.8

W. P. CAREY INC.

RESTRICTED SHARE UNIT AGREEMENT

AGREEMENT dated as of                    , between W. P. Carey Inc., a Maryland corporation (the “Company”), as successor to W. P. Carey & Co. LLC, and ___________________ (the “Grantee”).

WHEREAS, the Company desires to grant to the Grantee restricted share units (“RSUs”) under the 2009 Share Incentive Plan, as amended (the “Plan”), and the Long-Term Incentive Program thereunder, providing Grantee with the right to receive a common share of the Company (the “Shares”) for each RSU granted to Grantee.

WHEREAS, the parties to this Agreement wish to provide the terms and conditions upon which the Company will grant RSUs to the Grantee.

WHEREAS, all capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

ACCORDINGLY, the parties agree as follows:

1.  Grant of RSUs.  The Company hereby grants to the Grantee _______ RSUs subject to the terms of this Agreement.  Each RSU represents the right to receive a Share, subject to adjustment as provided in the Plan.  RSUs shall not be entitled to voting rights.

2.  Vesting and Payment.  (a)  The Grantee’s rights to any RSU granted under this Agreement shall become fully vested and nonforfeitable at the rate of [thirty-three and one-third percent (33 1/3%) per year] during which Grantee serves as an employee of the Company, its Subsidiaries or its Affiliates except as described below.  [February 15] shall be the anniversary date for purposes of this Agreement so that the first [33 1/3%] of RSUs shall vest on [February 15,           ].  Except as provided in this Agreement, if the Grantee’s employment is terminated for any reason prior to the date on which the RSUs become vested and nonforfeitable, the Grantee shall automatically and immediately forfeit any such unvested RSUs.

(b)        Notwithstanding the foregoing, if the Grantee either dies or becomes totally and permanently disabled (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) while employed by the Company, a Subsidiary or any Affiliate, the Grantee’s rights hereunder shall automatically become fully vested on the date he or she dies or becomes permanently disabled.

(c)        Subject to Section 2(d), if and to the extent earned, one Share shall be paid in satisfaction of each vested RSU as soon as practicable following vesting, but in no event later than 2½ months following the end of the calendar year in which vesting has occurred and the RSU is no longer subject to a substantial risk of forfeiture.

(d)       If permitted by the Company, Grantee may elect, in accordance with written plans or procedures adopted by the Company from time to time, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to Grantee hereunder pursuant to Section 2 (“Deferred Shares”), or result from dividend payments thereon as provided in Section 3.  Any Deferred Shares shall be credited to a bookkeeping account established on Grantee’s behalf under the Company’s written plans and/or procedures then in effect with respect to such Shares.

3.  Dividend and Distribution Equivalents.  With respect to each of the RSUs granted hereunder, each time the Board of the Company shall declare a cash dividend or distribution (or dividend or distribution payable in property other than Shares) with respect to Shares, then provided the record date is on or after the date of this Agreement and before the earliest of the (1) the date on which such RSUs are forfeited, (2) the date on which Shares are recorded or paid in satisfaction of such RSUs pursuant to Section 2(c), or (3) the date on which Shares that would otherwise be distributed to Grantee are converted to Deferred Shares under Section 2(d):  a cash payment (or payment of other property) shall be made to the Grantee on the first regularly scheduled payroll date that is at least 15 days following the distribution payment date fixed in such declaration equal to the amount of the distribution payable per Share, multiplied by the number of such RSUs held by the Grantee as of the record date fixed in such declaration; provided, however, that the right to payment of such dividend equivalents is contingent upon Grantee’s employment by the Company on such payment date.

4.  Change in Control.  Upon the occurrence of a Change of Control of the Company, the Grantee’s unvested RSUs shall become fully vested and nonforfeitable.

5.  Securities Law Compliance.  (a)  The Grantee represents and agrees that he or she is acquiring any Shares upon payment of the RSUs for his or her own account and not with the intention of reselling or distributing the Shares, except as permitted under this Agreement and any applicable federal and state securities laws.

(b)        The Company shall have the right to take any actions it may deem necessary or appropriate to ensure that any such issuance of Shares complies with applicable federal and state securities laws.

6.  Nontransferability of Benefits.  Any RSUs are not subject to the claims of Grantee’s creditors and may not be voluntarily or involuntarily transferred, assigned, alienated, accelerated or encumbered.

7.  Tax Liability.  To the extent required by any federal, state or local law, the Grantee shall make such arrangements as may be required or be satisfactory to the Company, in its sole and absolute discretion, for the payment of any tax withholding obligations that arise in connection with the payment of the Shares underlying the RSUs.  The Grantee shall pay such required withholding directly to the Company in cash upon request or may elect to have such tax withholding obligation satisfied through withholding shares to be issued pursuant to the RSUs or transferring already-owned shares.  The Company shall not be required to deliver any Shares under this Agreement until such obligations are satisfied.

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8.  Effect on Employment Rights.  Nothing in this Agreement shall be construed as giving the Grantee any right to continued employment with the Company, its Subsidiaries or its Affiliates.  Except as otherwise expressly provided herein, the terms and conditions of the Grantee’s employment with the Company shall remain unchanged.

9.  Severability.  If any portion of this Agreement shall be held invalid or illegal for any reason, such event shall not affect or render invalid or unenforceable the remainder of this Agreement.

10.  Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the Grantee, his or her beneficiary and the Company and its successors and assigns.

11.  Notice.  Any notice, consent, election or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same.  If such notice, consent, election or demand is to be mailed, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address, or by facsimile with proof of transmission.  The date of such mailing or transmission shall be deemed the date of notice, consent, election or demand.

12.  Administration.  The Committee shall have full discretionary authority to (a) interpret, construe and administer this Agreement and to delegate all or a part of its duties and responsibilities hereunder, and (b) make all determinations as to any rights under the Agreement.  The interpretation and construction of this Agreement by the Committee or its delegate, and any action taken hereunder, shall be final, binding and conclusive upon all parties in interest.  Neither the Committee nor any director, officer or Grantee of the Company shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with the interpretation, construction or administration of this Agreement, so long as such action or omission to act be made in good faith.

13.  Amendment.  Except as provided herein, this Agreement may not be amended, altered or modified in a manner materially adverse to the Grantee, except by a written instrument signed by the parties hereto, or their respective successors, and may not be otherwise terminated except as provided herein.

14.  Applicable Law.  This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions.

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IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the date first set forth above.

W. P. CAREY INC.

By:

Title:

GRANTEE:

Name:

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EX-10.9

Exhibit 10.9

LONG-TERM PERFORMANCE SHARE UNIT AWARD AGREEMENT

pursuant to the

W. P. CAREY INC.

2009 SHARE INCENTIVE PLAN

* * * * * * *

Participant:	Name
Date of Grant:

Number of Performance Share Units granted:

This Long-Term Performance Share Unit Award Agreement (this “Agreement”) is made as of the Date of Grant set forth above by and between W. P. Carey Inc., a Maryland corporation (the “Company”), as successor to W. P. Carey & Co. LLC, and the individual whose name is set forth above (“Participant”), whose address is in care of Company, pursuant to the Company’s 2009 Share Incentive Plan (the “Plan”) and the Long-Term Incentive Program thereunder.  The terms of the Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in this Agreement unless otherwise defined herein or the context otherwise requires.  This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder).  In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

1. Grant of Performance Share Units.  The Company hereby grants to the Participant, as of the Date of Grant specified above, the number of Performance Share Units specified above (the “Target Award”) with respect to the Shares of the Company.  Subject to the terms and conditions herein set forth, these Performance Share Units represent contingent commitments by the Company to issue and deliver (hereafter referred to as “conversion”) to Participant, in recognition of the achievement of specified performance criteria and Participant’s continued service to the Company and at no cost to Participant, Shares at a future date, with the maximum amount of Shares subject to this award to equal [3 times] the Target Award plus any Shares issuable under Section 3 hereof, all as subject to adjustment as set forth in Section 3 of the Plan.  This Agreement does not entitle Participant to any payment of cash compensation.

The Participant shall not have the rights of a stockholder in respect of the Shares underlying this Award until such Shares are delivered to the Participant in accordance with Section 4.

2. Performance Conditions.  The Performance Share Units are subject to the following performance conditions:

(a) Performance Period.  The Performance Period with respect to this award shall be the [three] calendar year period January 1,            through December 31,           .

(b) Relative Performance.  The number of Shares which Participant will be entitled to receive from the Company upon conversion pursuant to this Agreement following the completion of the Performance Period is directly related to the actual level of performance achieved during such period, defined as Threshold, Target, Stretch or Maximum.

(c) Performance Criteria.  The Committee shall employ such criteria for evaluating the performance of the Company over the Performance Period as the Committee shall in its discretion deem appropriate (the “Performance Criteria”).  These criteria, and the pre-established performance goals with respect thereto, shall be communicated to Participant in a Performance Chart to accompany and be made a part of this Agreement as Appendix A.

(d) Determination of Final Awards.  As promptly as practicable upon the completion of the Performance Period, the Committee shall assess and certify the relative achievement of the Performance Criteria and determine the percentage (not to exceed [300%]), if any, of the Target Award to be awarded to Participant (the full number of Shares resulting from the application of such percentage being hereinafter called the “Final Award”), provided that the Committee shall bear no liability for any delay in such assessment.  The Committee shall have the discretion to increase the Final Award, but not beyond the Maximum, and shall have no discretion to reduce the Final Award if and to the extent the Performance Criteria are satisfied.  As promptly as practicable upon the determination of the Final Award, the Company shall notify Participant of the number of Shares to be issued in connection with the Final Award, including Distribution Reinvestment Shares, as defined below, provided that the Committee and the Company shall bear no liability for any delay in such notification.

3. Dividend Equivalent Rights.  The Company shall maintain a bookkeeping account for Participant (the “Distribution Equivalent Account”) for the purpose of crediting additional Shares attributable to the reinvestment of dividends on the Shares into which the Performance Share Units subject to this Agreement may be converted, as if such dividends had been reinvested in such Shares on the date of payment.  On the date of payment of a cash dividend, and other distributions made generally to the holders of Shares payable in property other than shares, provided the record date for such distribution occurs on or after the first day of the Performance Period and before recordation or delivery of the Shares under Section 4 or conversion to Deferred Shares under Section 5, and subject to the limitations set forth in Section 7, the Company shall provisionally credit to Participant’s Distribution Equivalent Account a number of Shares (including fractions thereof) (the “Distribution Reinvestment Shares”) equal to (a)x(b)/(c), where (a) equals the Target Award (expressed as the number of Shares to which such Award is equivalent), (b) equals the dollar amount of such distribution per

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Share, and (c) equals the closing price of Shares on the New York Stock Exchange on such date of payment (or, if the Exchange is closed on such date, on the immediate prior trading date).

In connection with the determination of the Final Award, the Company shall recalculate the final number of Distribution Reinvestment Shares, if any, deliverable to the Participant by assuming that, in the foregoing equation, on each such payment date, (a) equals the Final Award (expressed as the number of Shares to which such Award is equivalent).

The Shares credited to Participant’s Distribution Equivalent Account shall be subject to the same forfeiture restrictions, restrictions on transferability, and elective deferral opportunities as apply to the Shares into which the Performance Share Units subject to this Agreement may be converted.

4. Delivery of Shares.  Subject to the terms of the Plan, and any elective deferral pursuant to Section 5 of this Agreement, within 2½ months following the year in which the Performance Period ends and the Final Award is no longer subject to a substantial risk of forfeiture, the Company shall distribute to Participant the number of Shares comprising the Final Award and the number of Distribution Reinvestment Shares calculated as provided in Section 3.  In connection with the delivery of the Shares pursuant to this Agreement, Participant agrees to execute any documents reasonably requested by the Company.

5. Elective Deferral of Receipt of Shares.  If permitted by the Company, Participant may elect, in accordance with written plans or procedures adopted by the Company from time to time, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to Participant hereunder pursuant to Section 4 (“Deferred Shares”).  Any Deferred Shares shall be credited to a bookkeeping account established on Participant’s behalf under Company’s written plans and/or procedures then in effect with respect to such shares.

6. Non-Transferability.  The Performance Share Units created by this Agreement are not transferable by Participant other than by will or the laws of descent and distribution.  Any attempt to transfer contrary to the provisions hereof shall be null and void.

7. Termination of Employment.

(a) Forfeiture of All Rights. If Participant’s employment with the Company terminates for any reason other than Disability, Involuntary Dismissal, Retirement or death prior to the conclusion of the Performance Period, the Performance Share Units subject to this Agreement shall immediately be cancelled and this Agreement shall become null and void and Participant (and Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to the Performance Share Units, the Distribution Reinvestment Shares, or the Shares or Deferred Shares referred to in this Agreement. Notwithstanding the foregoing, the Committee, in its sole discretion, may determine, prior to the effective date of any such termination, that all or a portion of any of the Participant’s unvested Performance Share Units (or Distribution Reinvestment Shares, Shares or Deferred Shares) shall not be so cancelled and forfeited.

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(b) Forfeiture of Pro-Rated Rights. If the Participant’s employment with the Company terminates prior to the conclusion of the Performance Period due to the Participant’s Disability, Involuntary Dismissal, Retirement or death, Participant or Participant’s beneficiary, as the case may be, will be entitled to receive a pro-rata portion of the Final Award, contingent upon satisfaction of the Performance Criteria, and any Distribution Reinvestment Shares credited in connection therewith, issued to the Participant at the time specified in Section 4 of this Agreement; except that, in the event such amount is conditioned upon a separation from service and not compensation the Participant could receive without separating from service, then no such payment may be made to a Participant who is a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) until the first day following the six-month anniversary of the Participant’s separation from service.  The pro-rata number of Shares to be delivered to Participant as his or her Final Award will be calculated as (a) x (b)/(c), where (a) equals the number of shares that would have comprised the Final Award had the Participant remained employed through the last day of the Performance Period, giving effect to the degree of attainment of the Performance Criteria, (b) equals the number of days from January 1,            to Participant’s last date of employment with the Company prior to such Disability, Involuntary Dismissal, Retirement or death, and (c) equals [1,095].  Distribution Reinvestment Shares in connection with such Final Award shall be calculated as provided in Section 3 through the last day of the Participant’s employment.  Except with respect to such pro-rated portion of the Final Award and the Dividend Reinvestment Shares associated therewith, the Participant shall have no other or further rights to Performance Share Units, Dividend Reinvestment Shares, Shares or Deferred Shares under this Agreement.  The pro-rated Final Award as approved by the Committee shall be final and binding on the Participant and the Company.

(c) Definitions. For purposes of this Agreement, “Disability” shall have the same meaning set forth in any employment agreement between the Company and Participant; in the absence of such an agreement, “Disability” means disability as determined in accordance with Section 409A of the Code.

For purposes of this Agreement, “employment with the Company” shall mean and include any employment by a Subsidiary of the Company and may in the Committee’s sole discretion also include any employment by an Affiliate of the Company that is not a Subsidiary of the Company.

For purposes of this Agreement, “Involuntary Dismissal” shall mean the termination of Participant’s employment with the Company through and directly attributable to an action taken by the Board, the Committee, or the Company, other than dismissal for Cause.  For purposes of this Agreement, “Cause” shall have the same meaning set forth in any employment agreement between the Company (or any Subsidiary or Affiliate) and Participant; in the absence of such an agreement, “Cause” shall have the meaning set forth in Section 1 of the Plan.

For purposes of this Agreement, “Retirement” shall mean the Participant’s termination of employment with the Company (other than for Cause) after reaching Early Retirement Age or

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Normal Retirement Age, in each case as defined in the Carey Asset Management Corp. Profit Sharing Plan.

8. Withholding of Income and Other Taxes.  To the extent required by any federal, state or local law, the Participant shall make such arrangements as may be required or be satisfactory to the Company, in its sole and absolute discretion, for the payment of any tax withholding obligations that arise in connection with the payment of the Shares underlying the Performance Share Units.  The Grantee shall pay such required withholding directly to the Company in cash upon request or may elect to have such tax withholding obligation satisfied through withholding shares to be issued pursuant to the Performance Share Units [or transferring already-owned shares].  The Company shall not be required to deliver any Shares under this Agreement until such obligations are satisfied.

9. Adjustments.  The Performance Share Units, Shares and Dividend Reinvestment Shares are subject to adjustment as provided in Section 3 of the Plan.

10. Legal Compliance.  The Company may postpone the time of delivery of certificates of its Shares for such additional time as the Company shall deem necessary or desirable to enable it to comply with the registration requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) or any Rules or Regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of other applicable laws, including state laws relating to authorization, issuance or sale of securities and including the rules and regulations of the New York Stock Exchange or such other exchange on which the Shares may then be listed.  The Participant represents and agrees that he or she is acquiring any Shares upon payment of the Performance Share Units for his or her own account and not with the intention of reselling or distributing the Shares, except as permitted under this Agreement and any applicable federal and state securities laws.  The Company shall have the right to take any actions it may deem necessary or appropriate to ensure that any issuance of Shares complies with applicable federal and state securities laws.

If Participant fails to accept delivery of the Shares upon tender of delivery thereof, his or her right with respect to such undelivered Shares may be terminated in the Company’s discretion, or terminated in accordance with applicable law.

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11. Miscellaneous Provisions.

(a) Effect on Other Employee Benefit Plans. The value of the Performance Share Units granted pursuant to this Agreement and the value of Shares issued and delivered hereunder will not be included as compensation, earnings, salary or other similar terms used when calculating Participant’s benefits under any employee benefit plan sponsored by the Company (or any Subsidiary), except as such plan may otherwise expressly provide.

(b) No Employment Rights.  The award of Performance Shares Units granted pursuant to this Agreement does not give Participant any right to remain employed by the Company and there is no obligation for uniformity of treatment of the Participant with any other participant or employee.

(c) Entire Agreement; Amendment.  This Agreement contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter.  Except as provided herein, this Agreement may not be modified or amended in a manner materially adverse to the Participant, except by a writing signed by both the Company and Participant.

(d) Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws thereof.

(e) Notices.  Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

If such notice is to the Company, to the attention of the Corporate Secretary of Company, or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.

If such notice is to Participant, at his or her address as shown on the Company’s records, or at such other address as Participant, by notice to the Company, shall designate in writing from time to time.

(f) Compliance with Laws. The issuance of the Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto, including the rules and regulations of the New York Stock Exchange or such other exchange on which the Shares may then be listed.  The Company shall not be obligated to issue any Shares pursuant to this Agreement if such issuance would violate any such requirements.

(g) Binding Agreement; Assignment.  This Agreement shall inure to the benefit of, be binding

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upon, and be enforceable by the Company and its successors and assigns.  Participant shall not assign any part of this Agreement without the prior express written consent of the Company in it is discretion.

(h) Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

(i) Headings.  The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

(j) Further Assurances.  Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

(k) Severability.  The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

IN WITNESS WHEREOF, COMPANY has caused this Agreement to be executed on its behalf by an officer of the Company thereunto duly authorized and Participant has accepted the terms of this Agreement, both as of the date of grant.

W. P. CAREY INC.

By:

Participant:

Name:

Signature:

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Appendix A.  Performance Chart

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EX-10.11

Exhibit 10.11

W. P. CAREY INC.

RESTRICTED SHARE UNIT AGREEMENT

AGREEMENT dated as of                    , between W. P. Carey Inc., a Maryland corporation (the “Company”), as successor to W. P. Carey & Co. LLC, and ___________________ (the “Grantee”).

WHEREAS, the Grantee is a Non-Employee Director of the Company and is awarded restricted share units (“RSUs”) under the 2009 Non-Employee Directors’ Incentive Plan (the “Plan”), providing Grantee with the right to receive a common share of the Company (the “Shares”) for each RSU granted to Grantee.

WHEREAS, the parties to this Agreement wish to provide the terms and conditions upon which the Company will grant RSUs to the Grantee.

WHEREAS, all capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

ACCORDINGLY, the parties agree as follows:

1.  Grant of RSUs.  The Company hereby grants to the Grantee _______ RSUs subject to the terms of this Agreement.  Each RSU represents the right to receive a Share, subject to adjustment as provided in the Plan.  RSUs shall not be entitled to voting rights.

2.  Vesting and Payment.  (a)  The Grantee’s rights to any RSU granted under this Agreement shall be fully vested and nonforfeitable upon grant.

(b)One Share shall be paid in satisfaction of each vested RSU within 30 days following the Grantee Non-Employee Director’s separation from service, within the meaning of Section 409A of the Code.

3.  Dividend and Distribution Equivalents.  With respect to each of the RSUs granted hereunder, each time the Board of the Company shall declare a cash dividend or distribution (or dividend or distribution payable in property other than Shares) with respect to Shares, then provided the record date is on or after the date of this Agreement and before the date on which Shares are recorded or paid in satisfaction of such RSUs pursuant to Section 2(b):  a cash payment (or payment of other property) shall be made to the Grantee within 30 days following the distribution payment date fixed in such declaration equal to the amount of the distribution payable per Share, multiplied by the number of such RSUs held by the Grantee as of the record date fixed in such declaration; provided, however, that the right to payment of such dividend equivalents is contingent upon Grantee’s continued service with the Company on the distribution payment date, Grantee shall have no election with respect to the taxable year of payment and if the applicable 30-day period spans two taxable years of the Grantee, payment will be made in the second taxable year.

4.  Securities Law Compliance.  (a)  The Grantee understands and acknowledges by acceptance of the RSUs that he or she is acquiring any Shares upon payment of the RSUs for his or her own account and not with the intention of reselling or distributing the Shares, except as permitted under this Agreement and any applicable federal and state securities laws.

(b)The Company shall have the right to take any actions it may deem necessary or appropriate to ensure that any such issuance of Shares complies with applicable federal and state securities laws.

5.  Nontransferability of Benefits.  Any RSUs are not subject to the claims of Grantee’s creditors and may not be voluntarily or involuntarily transferred, assigned, alienated, accelerated or encumbered.

6.  Effect on Directors’ Rights.  Nothing in this Agreement shall be construed as giving the Grantee any right to continue as a Director of the Company or interfere in any way with the rights of the shareholders of the Company or the Board to elect and remove Directors.

7.  Severability.  If any portion of this Agreement shall be held invalid or illegal for any reason, such event shall not affect or render invalid or unenforceable the remainder of this Agreement.

8.  Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the Grantee, his or her beneficiary and the Company and its successors and assigns.

9.  Notice.  Any notice, consent, election or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same.  If such notice, consent, election or demand is to be mailed, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address, or by facsimile with proof of transmission.  The date of such mailing or transmission shall be deemed the date of notice, consent, election or demand.

10.  Administration.  The Committee shall have full discretionary authority to (a) interpret, construe and administer this Agreement and to delegate all or a part of its duties and responsibilities hereunder, and (b) make all determinations as to any rights under the Agreement.  The interpretation and construction of this Agreement by the Committee or its delegate, and any action taken hereunder, shall be final, binding and conclusive upon all parties in interest.  Neither the Committee nor any director, officer or Grantee of the Company shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with the interpretation, construction or administration of this Agreement, so long as such action or omission to act be made in good faith.

11.  Amendment.  Except as provided herein, this Agreement may not be amended, altered or modified in a manner materially adverse to the Grantee, except by a written instrument signed by the parties hereto, or their respective successors, and may not be otherwise terminated except as provided herein.

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12.  Applicable Law.  This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of laws provisions.

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EX-10.20

Exhibit 10.20

W. P. CAREY INC.

EMPLOYMENT AGREEMENT

THIS AGREEMENT, originally effective as of the 1st day of March, 2012, and as amended and restated as of the 25th day of February, 2013, by W. P. Carey Inc., formerly W. P. Carey & Co. LLC (the “Company”), a Maryland corporation, at 50 Rockefeller Plaza, New York, NY 10020, and Trevor P. Bond (“Executive”).

W I T N E S S E T H:

WHEREAS, Executive has been an officer and employee of the Company in which capacity his services have contributed materially to the successful operation of the Company’s business; and

WHEREAS, to assure itself of the continued availability of Executive’s services, the Company initially entered into this Agreement with Executive on March 1, 2012;

WHEREAS, the parties have agreed to amend and restate this Agreement, effective as of its original date of execution, to eliminate the right of Executive to voluntarily terminate his services, without regard to any adverse change in the terms and conditions of his employment, during a specified period following a Change in Control and receive the severance benefits provided hereunder, and to clarify certain mechanics regarding the payment of severance benefits in other circumstances.

NOW, THEREFORE, intending to be legally bound hereby, the Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, upon the terms and conditions set forth in this Agreement, as amended and restated, but with the Agreement to speak as of the original date of execution:

1.         Office and Duties.  Executive shall service the Company full time as its Chief Executive Officer and in such other positions and have such duties and power with the Company and its subsidiaries consistent with Executive’s positions and experience and abilities as may from time to time be determined by the board of directors of the Company (the “Board”) or its designee.  Executive will devote his full business time, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, to the duties assigned to him and shall use his best efforts, judgment, skill and energy to perform such services faithfully and diligently to further the business interests of the Company; provided that nothing contained herein shall preclude Executive from (i) serving on the board of directors of any business corporation with the consent of the Board or (ii) serving on the board of, or working for, any charitable or community organization, so long as such activities, individually or collectively, do not interfere with the performance of Executive’s duties hereunder.

2.         Term.  This Agreement shall be for a term commencing as of the date hereof (the “Commencement Date”) and ending on March 31, 2015 unless sooner terminated as hereinafter provided.  Notwithstanding the immediately preceding sentence, unless the Company shall notify the Executive or the Executive shall notify the Company, in either case, in writing not later than January 15, 2015 (or, if the term of this Agreement has already been extended, the January 15 immediately preceding the expiration of the then current term of this Agreement) that it or he does not wish the term of this Agreement to be extended, the term of this Agreement shall be extended for an additional three-year period effective upon the first day following the expiration of the then current term (the “Renewal Date”).  Promptly following the last date upon which notice of non-renewal could be given with respect to a Renewal Date, the Company shall make awards of restricted stock, restricted stock units or performance share units to the Executive in respect of a number of shares having a value, measured at the date of grant, at least equal to the target value at the initial grant date of, and having terms and conditions (with appropriate adjustments to reflect the later applicable grant dates) that, in the aggregate, are no less favorable to the Executive than those applicable with respect to, the Initial Agreement Grants set forth in Paragraph 4 hereof (the “Renewal Grant”); provided, however, that, if subsequent to the Commencement Date (or, if applicable, the date of the last Renewal Grant) the Company shall have changed the performance criteria applicable to performance share unit awards (and the Renewal Grant is in whole or in part in the form of a performance share unit award) or elected to provide annual long-term incentive awards generally to its employees on materially different terms and conditions than had been used with respect to awards in effect at the relevant date, then the terms and conditions then applicable to similar long-term incentive awards being granted by the Company shall be applied to the Renewal Grant.  For the avoidance of doubt, no Renewal Grant shall be made at any time following delivery by either party of timely written notice that the term of this Agreement shall not be further extended.  The period during which Executive is employed pursuant to this Agreement, including any extension thereof in accordance with the preceding sentence, shall be referred to as the “Employment Period.”

3.         Compensation.

(a)        Base Salary.  During the Employment Period, Executive shall receive an annual base salary (“Base Salary”) at the same rate as in effect on the date hereof, which shall be payable in accordance with the Company’s generally applicable payroll practices and policies.  The Committee or its designee shall periodically review Executive’s Base Salary in light of the salaries paid to other officers of the Company, the performance of Executive, and Executive’s total compensation from the Company and the Committee or its designee, as applicable, may, in its sole discretion, authorize an increase in such Base Salary by such amount it determines to be appropriate.  Any such increase shall not reduce or limit any other obligation of the Company hereunder.

(b)        Incentive Compensation.  During the term of the Employment Period, Executive shall be eligible to participate in the Company’s cash-based incentive compensation programs (including, without limitation, any program for the payment of

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commission income, disposition fees, and bonuses), as the same may be amended by the Company from time to time, at a level determined by the Committee.

(c)        Equity Compensation.  The Committee may in its discretion determine to grant the Executive equity-based compensation (in addition to the grants referenced in Paragraph 2, if applicable, and Paragraph 4 below) at such times and subject to such terms and conditions as the Committee shall determine.

4.         Stock Grant.

(a)        Performance Share Units.  The Executive will receive a performance share unit award pursuant to the Company’s then applicable equity compensation plan (the “Equity Plan”), representing a contractual right in respect to 42,000 shares of the Company’s common stock (the “Common Stock”), but subject to the satisfaction of the terms and conditions (including the performance conditions) specified herein or in the documents governing the applicable award (the “Initial Agreement PSU Grant”).  The Initial Agreement PSU Grant shall be made as soon as practicable following the date this Agreement becomes effective, in respect of a performance period ending on the last day of 2014.  The terms and conditions of the Initial Agreement PSU Grant shall be established by the Committee in accordance with the terms and conditions of the Equity Plan; provided that the performance objectives applicable to the Initial Agreement PSU Grant shall be the same as are generally made applicable to performance share unit awards made in the first quarter of 2012 to the Company’s other executives who are receiving performance share unit awards that represent a substantial portion of their long-term incentive compensation opportunities for the year of grant.

(b)        Restricted Stock Units. The Executive will also receive, as soon as practicable following the date this Agreement becomes effective, a restricted stock unit award pursuant to the Equity Plan in respect of 28,000 shares of the Company’s Common Stock, subject to the satisfaction of the terms and conditions (including service vesting conditions) specified herein or in the document governing the applicable award (the “Initial Agreement RSU Grant”, and, together with the Initial Agreement PSU Grant, the “Initial Agreement Grants”).  The Executive’s rights in respect of the Initial Agreement RSU grant shall vest in three equal annual installments on each of February 15, 2013, February 15, 2014 and February 15, 2015, subject to the Executive’s continued employment through the applicable date.  The Company shall pay dividend equivalents on a current basis in respect of all of the shares subject to the Initial Agreement RSU Grant with respect to all dividends declared on the Company’s Common Stock after the Commencement Date and prior to payment on (or forfeiture of) the Initial Agreement RSU Grant.  The Initial Agreement Grants shall in all events be and become fully vested upon the occurrence of a “Change in Control.”  For purposes of this Agreement, the term “Change in Control” shall have the same meaning given such term under the Equity Plan under which the awards described in Paragraphs 4(a) and (b) are made, as in effect on the date such awards are granted.  The other terms and conditions of the Initial Agreement RSU Grant shall be established by the Committee in accordance with the terms and conditions of the Equity Plan; provided that such other terms and conditions shall be substantially the same as are generally made applicable to restricted share unit awards

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made in the first quarter of 2012 to the Company’s other executives who are receiving restricted share unit awards that represent a substantial portion of their long-term incentive compensation opportunities for the year of grant.

(c) The Initial Agreement Grants shall be in addition to, and not in lieu of, any equity grant the Executive may be entitled to receive pursuant to Paragraph 3(c).

5.         Benefits, Perquisites and Expenses.

(a)        Benefits.  During the Employment Period, Executive shall be eligible to participate in each employee benefit plan sponsored or maintained by the Company, subject to the generally applicable provisions thereof.  Nothing in this Agreement shall in any way limit the Company’s right to amend or terminate any such plan in its discretion, so long as any such amendment does not impair the rights of Executive without treating similarly situated executives in a similar fashion.

(b)        Business Expenses.  The Company agrees to reimburse all reasonable expenses incurred or paid by Executive in the performance of Executive’s duties hereunder, upon presentation of expense statements or vouchers and such other information as the Company may require and in accordance with the generally applicable policies and procedures of the Company, for the period beginning upon the Commencement Date and ending upon the termination of the Agreement.  Such expenses shall be reimbursed in due course in accordance with the Company’s standard practices, and all reimbursement payments with respect to expenses incurred within a particular year shall be made no later than the end of the Executive’s taxable year following the taxable year in which the expense was incurred.  The amount of reimbursable expenses incurred in one taxable year of the Executive shall not affect the amount of reimbursable expenses in a different taxable year and such reimbursement shall not be subject to liquidation or exchange for another benefit.  Notwithstanding the foregoing, solely in the event that reimbursement of such expenses is conditioned upon a separation from service, such reimbursement shall be made to Executive upon the first day following the six (6) month anniversary of the date of such separation from service.

(c)        Indemnification.  The Company shall indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action arising from or out of Executive’s performance of services as an officer, director or Executive of the Company or any of its subsidiaries or in any other capacity in which Executive serves at the request of the Company on the same basis as it indemnifies its other officers pursuant to and in all circumstances subject to the terms and conditions of the Director and Officer Indemnification Policy of W. P. Carey & Co. LLC (or any successor policy thereto), as in effect at the relevant time, and as the such policy may be amended from time to time.

6.         Termination of Employment.

(a)        Early Termination of the Employment Period.  Notwithstanding Paragraph 2, the Employment Period shall end upon the earliest to occur of (i) a termination of Executive’s employment on account of Executive’s death, (ii) a Termination due to

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Disability, (iii) a Termination for Cause, (iv) a Termination Without Cause or (v) a Termination with Good Reason.

(b)        Benefits Payable Upon Termination.  Following the end of the Employment Period pursuant to Paragraph 6(a), Executive (or, in the event of his death, Executive’s surviving spouse, if any, or estate) shall in all events be paid the Earned Basic Compensation and Accrued Employee Benefits.  In the event of a Termination Without Cause or Termination with Good Reason, so long as Executive executes (and has not revoked) a general release of claims in favor of the Company and its affiliates in a form acceptable to the Company (the “Required Release”) not later than 60 days following Executive’s termination of employment, Executive shall also be entitled to receive the Severance Benefit and Equity Acceleration, as such terms are defined below.  The Earned Basic Compensation, Accrued Employee Benefits and, if applicable, the Severance Benefit shall be payable at the times established pursuant to Paragraph 6(c).

(c)        Timing of Payments.  Earned Basic Compensation shall be paid in a single lump sum as soon as practicable, but in no event more than 30 days, following the end of the Employment Period; provided that with respect to any amounts governed by a program that contains a stated payment provision, payment shall occur in accordance with the timing specified in the applicable program governing such element of compensation.  Equity Acceleration shall occur, to the extent applicable and subject to the delivery (and non-revocation) of the Required Release, upon the occurrence of a Termination Without Cause or Termination with Good Reason, with any payment or distribution of the shares corresponding to the Initial Agreement Grants made in a single lump sum as soon as practicable, but in no event more than 60 days, following such termination, unless Executive had previously elected to defer delivery of some or all such shares upon vesting, in which case the affected shares shall be delivered in accordance with the terms of the plan provisions governing such deferral.  Accrued Employee Benefits shall be payable in accordance with the terms of the plan, policy, practice, program, contract or agreement under which such benefits have accrued.  Severance Benefits shall be paid, subject to the delivery (and non-revocation) of the Required Release, on the same regularly-scheduled payroll dates as Executive would have received his base salary had he continued to be employed for the period during which the Severance Benefits are payable hereunder; provided, however that (x) if the latest date by which the Required Release must be delivered is in a different calendar year than the date on which Executive’s employment terminates, any payment of Severance Benefits that, pursuant to such normal payroll schedule, would have been made earlier than such latest date for delivery of the Required Release shall be made on the 61st day following the date on which Executive’s employment terminates and (y) if Executive is a specified employee within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), no taxable amounts payable by the Company to Executive pursuant to Paragraph 6 and other Company separation pay plan amounts, including bonus and other amounts that are conditioned upon a separation from service and not compensation Executive could receive without separating from service, shall be paid during the six (6) month period following his separation from service and, to the extent otherwise payable during such six (6) month period, shall be accumulated and paid on the first business day following the six (6) month anniversary of his separation from service,

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with interest for such period at a rate equal to the one-year Treasury bill rate as quoted in The Wall Street Journal (or in such other reliable publication as the Executive Committee, in its reasonable discretion, may determine to rely upon) from the date they would otherwise have been payable to the date actually paid; provided further, that taxable amounts remaining due pursuant to Paragraph 6 following the expiration of the six (6) month delay period shall be paid on regularly-scheduled payroll dates as described in this Paragraph 6(c).

(d)       Definitions.  For purposes of Paragraphs 6 and 7, capitalized terms have the following meanings:

“Accrued Employee Benefits” means amounts which are vested or which Executive is otherwise entitled to receive under the terms of or in accordance with any plan, policy, practice or program of, or any contract or agreement with, the Company or any of its subsidiaries, at or subsequent to the date of his termination without regard to the performance by Executive of further services or the resolution of a contingency.

“Earned Basic Compensation” means any salary or other compensation (including, but not limited to, any deferred commission payments) due and payable, but unpaid, for services rendered to the Company on or prior to the date on which the Employment Period ends.

“Equity Acceleration” shall mean that any portion of the Initial Agreement Grants that have not become vested upon the date on which any Termination Without Cause or Termination with Good Reason occurs shall fully and immediately vest upon such occurrence.

“Severance Benefits” means bi-weekly payments until the earliest of the following dates:

(i)the second anniversary of Executive’s Termination Without Cause or Termination with Good Reason and

(ii)the date the Company’s obligation to pay Severance Benefits ceases as a result of Executive’s breach any of the provisions of Paragraph 7;

in an amount equal to the sum of (x) the Executive’s bi-weekly base salary as in effect immediately prior to his termination of employment and (y) an amount equal to one-twenty-sixth of the average of the last three annual bonuses (or all annual bonuses, if less than three) previously received by the Executive for services to the Company, whether or not payable for services during the Employment Period.

“Termination for Cause” means a termination of Executive’s employment by the Company as a result of Executive’s (i) conviction of a felony (other than one related to the operation of a motor vehicle) or the entering by Executive of a plea of nolo contendere to such a felony charge; (ii) gross neglect, willful malfeasance or willful gross misconduct in connection with his employment hereunder which has had or could reasonably be expected to have a material adverse effect on the business of the Company

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and its subsidiaries; (iii) a substantial and continual refusal by Executive in breach of this Agreement to perform Executive’s duties, responsibilities or obligations assigned to Executive in accordance with the terms hereof that continues after receipt by Executive of written notice from the Company identifying the duties, responsibilities or obligations not being performed; (iv) a material violation by Executive of any policy of the Company that is generally applicable to all employees or all officers of the Companies including, but not limited to, policies concerning insider trading or sexual harassment, or the Company’s code of conduct; (v) Executive’s failure to cooperate, if requested by the Board, with any investigation or inquiry into his or the Company’s business practices, whether internal or external, including, but not limited to Executive’s refusal to be deposed or to provide testimony at any trial or inquiry; or (vi) any material breach by Executive of the provisions of Paragraph 7; provided, however, that in the case of subclauses (iv), (v) and (vi), Cause shall not exist if, such violation, failure to cooperate or breach, if capable of being cured, shall have been cured by Executive within 30 days after receipt of notice thereof from the Company.

“Termination due to Disability” means a termination of Executive’s employment by the Company because Executive has been incapable of substantially fulfilling the positions, duties, responsibilities and obligations set forth in this Agreement because of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of (i) at least four consecutive months or (ii) more than six months in any twelve month period.  Any question as to the existence, extent or potentiality of Executive’s disability upon which Executive and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company.  The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

“Termination with Good Reason” by the Executive means within 90 days following (i) a material adverse change in Executive’s duties and responsibilities; (ii) a material reduction in Executive’s base salary (other than a proportionate adjustment applicable generally to similarly situated Company Executives); or (iii) the relocation of Executive’s principal place of business to a location more than thirty-five miles outside of Manhattan; provided that a termination shall not be treated as a Termination with Good Reason if Executive shall have consented in writing to the occurrence of the event giving rise to the claim of Termination with Good Reason.  A Termination with Good Reason must be effected by a written notice from Executive setting forth in reasonable detail the conduct or event alleged to be the basis for such termination, provided that, Executive shall not have the right to terminate his employment hereunder pursuant to a Termination with Good Reason (other pursuant to a voluntary termination following the six month anniversary of a Change in Control) (A) if, within the 30-day period following receipt of Executive’s written notice, the Company shall have substantially cured the conduct alleged to have caused the activities giving rise to the basis for such Termination with Good Reason and (B) unless Executive actually terminates employment within 30 days following the end of the Company’s cure period.

“Termination Without Cause” means any termination by the Company of Executive’s employment with the Company other than (i) a Termination due to Disability, (ii) a Termination due to death or (iii) a Termination for Cause.

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7.         Non-Competition, Confidential Information, Etc.

(a)        Noncompetition.  During the Executive’s employment with the Company and, upon termination of the Executive’s employment with the Company, during the following post-termination periods, to the extent applicable to such termination: (x) if such termination occurs during the term of this Agreement, the 24 month period following the termination of Executive’s employment or (y) if such termination occurs after the expiration of this Agreement in accordance with its terms (a “Contract Expiration”), the period, if any, following termination of the Executive’s employment and through the second anniversary of the Contract Expiration, Executive shall not, without the prior written consent of the Company, directly or indirectly, as a stockholder owning beneficially or of record more than 5% of the outstanding shares of any class of stock of any issuer, or as an officer, director, employee, partner, consultant, joint venturer, proprietor, or otherwise, engage in or have a financial interest in any Competing Business in the United States or in any other jurisdiction in which the Company is actively engaged in business or with respect to which, at the time of Executive’s action (or, if Executive is not an employee of the Company at such time, the date his employment with the Company terminated), the Company had taken material steps toward becoming actively engaged in such business.  For purposes of this Agreement, the term “Competing Business” shall mean any business which is engaged in (i) the business of structuring, obtaining the financing for (including, but not limited to, raising capital for investment funds or vehicles established to invest in transactions sponsored, arranged or facilitated by the Company), or otherwise implementing or facilitating long-term financing of corporate property using leasing arrangements (“Leasing Transactions”) or (ii) any activities that (x) compete with any aspect of the Company’s business that accounted for at least 5% of the Company’s revenues or profits in any four of the last eight completed fiscal quarters of the Company ended prior to Executive’s termination of employment or (y) compete or would compete with any business activities to which the Company has committed significant resources to expand its presence, or to enter into or otherwise commence, during the two year period prior to Executive’s termination of employment and that the Company is still actively pursuing at the date of Executive’s termination of employment (the activities described in subclauses (x) and (y) hereafter called the “Other Material Operations”); provided that nothing in this Agreement shall preclude Executive from providing services to any Competing Business so long as such services do not relate, directly or indirectly, to Leasing Transactions or Other Material Operations.  The Company and Executive acknowledge and agree that the provisions of this Paragraph 7(a) are intended to protect the legitimate business interests of the Company and not to restrain the ability of Executive to obtain gainful employment.  The Company agrees that this Paragraph 7(a) shall not preclude Executive from serving as a director of a publicly traded real estate investment trust or similar entity (i) the principal business activities of which are the ownership and development of multi-tenant commercial or multi-family residential properties and (ii) that is not otherwise engaged in providing capital for the purchase of (x) single tenant leased properties or (y) self-storage or lodging properties; provided, however, that Executive’s ability to serve as a director of

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such a publicly traded entity during the term of his employment shall be subject to the consent of the Board, as required pursuant to Section 1.

(b)        Confidential Information.  During the term of this Agreement and at all times thereafter, Executive shall not, without the written consent of the Company, use for his personal benefit, or disclose, communicate or divulge to, or use for any company other than the Company or its subsidiaries or affiliates, any Confidential Information (as defined below) that had been made known to Executive or learned or acquired by Executive while in the employ of Company or its subsidiaries or affiliates, unless such information has become public other than by reason of Executive’s breach of this covenant.  Confidential Information shall mean

(i)information not in the public domain (or in the public domain as a result of a breach by Executive or another executive of the Company who is also bound by a similar confidentiality clause) regarding the business methods, business policies, procedures, techniques, research or developments projects or results, trade secrets, or other processes of or developed by the Company;

(ii)any names and addresses of customers or clients or any data on or relating to past, present or prospective customers or clients not in the public domain (or in the public domain as a result of a breach by Executive or another executive of the Company who is also bound by a similar confidentiality clause); and

(iii)any other material information not in the public domain (or in the public domain as a result of a breach by Executive or another executive of the Company who is also bound by a similar confidentiality clause) relating to or dealing with the business operations or activities of the Company which has been designated by the Company as confidential or which, if disclosed to any third party, would result in a material adverse effect to the Company.

(c)        CPAs and Other Collective Investment Vehicles.  Executive acknowledges and agrees that (i) the business activities conducted by the Company and its affiliates for or on behalf of any Company sponsored trust, fund or other collective investment vehicle, including, without limitation, Corporate Property Associates 15 Incorporated, Corporate Property Associates 16 – Global Incorporated, Corporate Property Associates 17 – Global Incorporated, Cary Watermark Investors Incorporated, Carey Self-Storage Fund, LLC, and any successors to any of them (collectively, the “Sponsored Funds”), are of critical importance to the business operations, investment strategies and profitability of the Company, (ii) the Company has expended substantial resources and expense to develop such business and the good will related thereto; and (iii) by virtue of his position as Chief Executive Officer of the Company, Executive has been afforded a unique management and advisory relationship with the Sponsored Funds that has been developed and cultivated using Company resources and Confidential Information.  Accordingly, and without limiting any other provision in this Agreement,

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including, without limitation, the confidentiality, non-competition and non-solicitation provisions of Paragraphs 7(a), (b) and (f), Executive agrees that, during and following his termination of employment with the Company for any reason, he shall not on his own behalf or on behalf of any third party solicit or engage in any business activities with any of the Sponsored Funds or any other collective investment vehicle that may be sponsored by the Company that is substantially similar to a Sponsored Fund (each, a “Sponsored Entity”), in each case that exists as of, or as to which the Company had devoted significant efforts and/or expense to develop or commence prior to, the date of the Executive’s termination of employment, that would disrupt, damage or diminish the business activities, or otherwise impair, impede or interfere with the relationship, between the Company and any such Sponsored Entity.  The restriction contained in this Paragraph 7(c) shall cease to apply in respect to a Sponsored Entity at the third anniversary of the termination of Executive’s employment.

(d)       Company Property.  Promptly following Executive’s termination of employment, Executive shall return to the Company all property of the Company, and all copies thereof in Executive’s possession or under his control.

(e)        Nonsolicitation of Employees.  During the Executive’s employment with the Company and, upon a termination of the Executive’s employment with the Company, during the following post-termination periods, to the extent applicable to such termination: (x) if such termination occurs during the term of this Agreement, the 24 month period following the termination of Executive’s employment or (y) if such termination occurs after a Contract Expiration, the period, if any, following termination of the Executive’s employment and through the first anniversary of the Contract Expiration, Executive agrees that he will not and will not assist or encourage any other person to (i) employ, hire, engage or be associated (as a shareholder, partner, employee, consultant or in a similar capacity) with any employee or other person connected with the Company or any of its affiliates who rendered services in a management position that afforded such person the opportunity to earn an incentive bonus or in any other position that afforded such person the opportunity to receive commissions, advisory fees or similar incentive payments in respect of the person’s services, including, without limitation, all persons who provide direct and substantial services with respect to Leasing Transactions (the “Restricted Employees”), at the time of such termination or during any part of the six months (three months, in the case of any employee who was not also an officer of the Company) preceding such termination of employment, (ii) induce any Restricted Employees to leave the employ of the Company or any of its affiliates, or (iii) solicit the employment of any Restricted Employees on his own behalf or on behalf of any other business enterprise.  For the avoidance of doubt, it shall not be a violation of this Paragraph 7(e) for an entity to which the Executive provides services to hire or otherwise retain the services of a Restricted Employee unless Executive provides such entity assistance in the recruiting, hiring or retention of such Restricted Employee.

(f)        Nonsolicitation of Business Associates.  Executive agrees that, during the term of this Agreement and for a period of 24 months after his termination of employment with the Company, he will not engage in Leasing Transactions or Other Material Operations in which Executive solicits for himself or for any third party the

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business of any person who at any time during the twelve month period ended on the date Executive’s employment with the Company terminates was (i) a Corporate Client (as defined below) during the twenty-four month period ended on the date Executive’s employment with the Company terminates (the “Prior Contact Period”); (ii) an investor (a “Fund Investor”) in any fund or investment vehicle managed or maintained by any of the Company, its subsidiaries or its affiliates, including, without limitation, the Sponsored Funds (a “Fund Vehicle”) who satisfied the conditions to qualify as a “qualified institutional buyer” as defined in Rule 144A as promulgated under the Securities Act of 1933, as amended, with whom the Executive had dealings, contact or involvement during the Prior Contact Period; (iii) a person or entity who served as a representative of investors in connection with the investments in any Fund Vehicle or who was otherwise engaged in raising capital or other financing for any such Fund Vehicle; or (iv) a person or entity which (x) materially assisted or provided other material services or support that substantially facilitated or otherwise contributed to the Company’s ability to pursue or effect Leasing Transactions or Other Material Operations, and (y) had direct and substantial dealings, contact or involvement while acting on behalf of the Company or its affiliates or any Fund Vehicle with any Corporate Client or Fund Investor during the Prior Contact Period.  For purposes of this Paragraph 7(f), the term “Corporate Client” means (i) any business entity, regardless of form, which obtains financing or liquidity through effecting a Leasing Transaction with the Company or any of its subsidiaries or affiliates, (ii) any business entity, regardless of form, which engaged as a principal in any transaction representing part of the Company’s Other Material Operations, and (iii) each affiliate of any such business entity identified in subclause (i) or (ii), but specifically excluding its private equity sponsors.

(g)        Injunctive Relief.  Executive agrees and acknowledges that the remedies at law for any breach by him of the provisions of this Paragraph 7 will be inadequate and that the Company shall be entitled to obtain injunctive relief against him from a court of competent jurisdiction in the event of any such breach.  If any such court of competent jurisdiction shall determine that the restrictions contained in this Paragraph 7 are unreasonable as to time or geographical area, such court shall reform said restrictions to the extent necessary in the opinion of such court to make them reasonable and enforceable.

8.         Miscellaneous.

(a)        Waiver.  Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.

(b)        Controlling Law.  This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in

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accordance with the laws of the State of New York notwithstanding any conflicting choice-of-law provisions.

(c)        Notices.  All notices, requests, demands and other communications required or permitted under this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been given when delivered in person or when deposited in the United States mail in a postpaid envelope by registered or certified mail, return receipt requested, by overnight courier service or by facsimile (with receipt confirmed and followed by delivery of an original via overnight courier service).

(d)       Binding Effect.  This Agreement shall be binding on, and shall inure to the benefit of, the Company and any person or entity that succeeds to the interest of the Company (regardless of whether such succession does or does not occur by operation of law) by reason of the sale of all or a portion of the Company’s stock, a merger, consolidation or reorganization involving the Company or a sale of the assets of the business of the Company in which Executive performs a majority of his services, unless the Company otherwise elects in writing to retain responsibility for the duties and obligations of the Company (and the benefits conveyed to the Company) under this Agreement.  This Agreement shall also inure to the benefit of Executive’s heirs, executors, administrators and legal representatives.

(e)        Assignment.  Except as provided under Paragraph 8(d), neither this Agreement nor any of the rights of obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party.

(f)        Execution in Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original as against the party whose signature appears thereon, and both of which shall together constitute one and the same instrument.  This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

(g)        Severability; Reformation.  In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.  In the event any of Paragraph 7(a), (b), (c), (d), (e) or (f) is not enforceable in accordance with its terms, Executive and the Company agree that such Paragraph shall be reformed to make such Paragraph enforceable in a manner which provides the Company the maximum rights permitted at law.

(h)        Entire Agreement.  Except to the extent that the letter agreement between the Company and Executive relating to his recommencement of employment is expressly incorporated herein, this Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained.  The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of

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the terms hereof.  This Agreement may not be modified or amended other than by an agreement in writing.

(i)         Paragraph Headings.  The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

(j)         Gender, Etc.  Words used herein, regardless of the number and gender specifically used, shall be deemed construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

(k)        Number of Days.  In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or holiday.

(l)         409A Compliance.  This Agreement is intended to comply with the requirements of Section 409A of the Code, including good faith, reasonable statutory interpretations of Section 409A that are contrary to the terms of the Agreement, if any.  Consistent with that intent, this Agreement shall be interpreted in a manner consistent with Section 409A.  In the event that any provision that is necessary for the Agreement to comply with Section 409A is determined by the Company, with the consent of the Executive, to have been omitted, such omitted provision shall be deemed to be included herein and is hereby incorporated as part of the Agreement.

(m)       Any “separation from service” within the Employment Agreement shall be construed consistent with Section 409A of the Code and the regulations thereunder.  The term “termination,” when used within the Employment Agreement in the context of a condition to, or timing of, payment shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered on the date first above written.

W. P. CAREY INC.
By:	/s/ Mark J. DeCesaris
Title:		Chief Financial Officer
/s/ Trevor P. Bond
Trevor P. Bond

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EX-10.21

Exhibit 10.21

W. P. CAREY INC.

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made the 13th day of November, 2012 by W. P. Carey Inc. (the “Company”), a New York corporation at 50 Rockefeller Plaza, New York, NY 10020, and Catherine Rice (“Executive”).

W I T N E S S E T H:

WHEREAS, the Company is seeking to recruit a chief financial officer with experience in the financial aspects of operating a publicly traded real estate investment trust;

WHEREAS, Executive has such financial knowledge and experience;

WHEREAS, the Company wishes to obtain Executive’s skills and services, and Executive is willing to commit to provide her services in return for the benefits described herein;

NOW, THEREFORE, intending to be legally bound hereby, the Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company upon the following terms and conditions:

1.Position and Duties.  Executive shall become a full time employee of the Company on January 7, 2013 (the “Commencement Date”).  Executive shall assume the position of Chief Financial Officer of the Company on March 1, 2013.  Executive shall also serve the Company in such other positions as may from time to time be determined by the board of directors of the Company (the “Board”) or the Chief Executive Officer of the Company (“CEO”).  Executive shall have such duties and power in such positions as are reasonable and customary for such positions and such other duties and powers consistent with Executive’s experience and abilities as may be assigned to her from time to time by the Board or the CEO.  Executive shall report to the CEO.  Executive will devote her full business time, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, to the duties assigned to her and shall use her best efforts, judgment, skill and energy to perform such services faithfully and diligently to further the business interests of the Company; provided that nothing contained herein shall preclude Executive from (i) serving on the board of directors of any business corporation with the consent of the Board or (ii) serving on the board of, or working for, any charitable or community organization, so long as such activities, individually or collectively, do not interfere with the performance of Executive’s duties hereunder.

2.Term.  This Agreement shall be for a term commencing on Commencement Date and ending on March 31, 2016, unless sooner terminated as

hereinafter provided.  Notwithstanding the immediately preceding sentence, unless the Company shall notify Executive or Executive shall notify the Company, in either case, in writing not later than January 15, 2016 (or, if the term of this Agreement has already been extended in accordance with this Paragraph 2, the January 15 immediately preceding the expiration of the then current term of this Agreement), that it or she does not wish the term of this Agreement to be extended, the term of this Agreement shall be extended for an additional three-year period effective upon the first day following the expiration of the then current term (the “Renewal Date”).  Promptly following the last date upon which notice of non-renewal could be given with respect to a Renewal Date, the Company shall make awards of restricted stock, restricted stock units or performance share units to Executive in respect of a number of shares having a value, measured at the date of grant, at least equal to the target value at the initial grant date of, and having terms and conditions (with appropriate adjustments to reflect the later applicable grant dates) that, in the aggregate, are no less favorable to Executive than those applicable with respect to, the Initial Agreement Grant, as set forth in Paragraph 4 hereof (the “Renewal Grant”); provided, however, that, if subsequent to the Commencement Date (or, if applicable, the date of the last Renewal Grant) the Company shall have changed the performance criteria applicable to performance share unit awards (and the Renewal Grant is in whole or in part in the form of a performance share unit award) or elected to provide annual long-term incentive awards generally to its employees on materially different terms and conditions than had been used with respect to awards in effect at the relevant date, then the terms and conditions then applicable to similar long-term incentive awards being granted by the Company shall be applied to the Renewal Grant.  For the avoidance of doubt, no Renewal Grant shall be made at any time following delivery by either party of timely written notice that the term of this Agreement shall not be further extended.  The period during which Executive is employed pursuant to this Agreement, including any extension thereof in accordance with the preceding sentence, shall be referred to as the “Employment Period.”

3.Compensation.

(a)Base Salary.  During the Employment Period, Executive shall receive an annual base salary (“Base Salary”) at the rate of $400,000, which shall be payable in accordance with the Company’s generally applicable payroll practices and policies.  The Committee or its designee shall periodically review Executive’s Base Salary in light of the salaries paid to other officers of the Company, the performance of Executive, and Executive’s total compensation from the Company and the Committee or its designee, as applicable, may, in its sole discretion, authorize an increase in such Base Salary by such amount it determines to be appropriate.  Any such increase shall not reduce or limit any other obligation of the Company hereunder.

(b)Incentive Compensation.  During the term of the Employment Period, Executive shall be eligible to participate in the Company’s cash-based incentive compensation programs (including, without limitation, any program for the payment of commission income, disposition fees, and bonuses), as the same may be amended by the Company from time to time, at a level determined by the Committee.  Executive’s target annual incentive opportunity for any full calendar year of employment will be a range of

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from 100 to 300 percent of Executives’ annual base salary.  Executive’s actual incentive payments will be determined in the discretion of the Compensation Committee, based on its assessment of the Company performance, Executive’s individual performance and such other factors as it shall determined to be appropriate.  Accordingly, Executive’s actual incentive payments for any given period may be more than or less than such target opportunity, as determined by the Compensation Committee.

(c)Equity Compensation.  The Committee may in its discretion determine to grant Executive equity-based compensation (in addition to the grants referenced in Paragraph 2, if applicable, and Paragraph 4 below) at such times and subject to such terms and conditions as the Committee shall determine.  It is currently anticipated that Executive’s first awards (other than the Initial Agreement Grant) would be granted in the first quarter of 2014.  Target annual award levels for Executive’s position are currently 10,000 restricted stock units and 10,000 performance share units, but actual awards are subject to Compensation Committee approval and may be more or less than such targets based on the Committee’s assessment of such factors that its deems appropriate, including, without limitation, Executive’s performance.

4.Inducement Stock Grant.  On or about February 15, 2013, Executive will receive an award pursuant to the Company’s then applicable equity compensation plan (the “Equity Plan”) of units representing a contractual right to receive 15,000 shares of the Company’s common stock (or, at the discretion of the Committee, actual shares of Common Stock) subject to the satisfaction of the terms and conditions specified herein or in the document governing the award (the “Initial Agreement Grant”).  The Initial Agreement Grant shall vest in three approximately equal installments on each of February 15, 2014, 2015 and 2016, subject to Executive’s continued employment through the applicable date.  The Initial Agreement Grant shall in all events be and become fully vested upon the occurrence of a Change in Control (as defined in the Company’s Equity Plan), in a manner consistent with the treatment of similar restricted stock unit awards previously granted under such Equity Plan.  The other terms and conditions of the Initial Agreement Grant, including the type of equity subject to such award, shall be established by the Committee in accordance with the terms and conditions of the Equity Plan.  The Initial Agreement Grant shall be in addition to, and not in lieu of, any equity grant Executive may be entitled to receive pursuant to Paragraph 3(c).

5.Benefits, Perquisites and Expenses.

(a)Benefits.  During the Employment Period, Executive shall be eligible to participate in each employee benefit plan sponsored or maintained by the Company, subject to the generally applicable provisions thereof.  Among the benefits currently maintained by the Company is a qualified profit sharing plan pursuant to which the Company may elect to make annual contributions of up to 15% of the covered compensation of each eligible participant, subject to and in accordance with the terms and conditions of such plan.  Nothing in this Agreement shall in any way limit the Company’s right to amend or terminate any employee benefit plan in its discretion, so long as any such amendment does not impair the rights of Executive without treating similarly situated executives in a similar fashion.

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(b)Business Expenses.  The Company agrees to reimburse all reasonable expenses incurred or paid by Executive in the performance of Executive’s duties hereunder, upon presentation of expense statements or vouchers and such other information as the Company may require and in accordance with the generally applicable policies and procedures of the Company, for the period beginning upon the Commencement Date and ending upon the termination of the Agreement.  Such expenses shall be reimbursed in due course in accordance with the Company’s standard practices, and all reimbursement payments with respect to expenses incurred within a particular year shall be made no later than the end of Executive’s taxable year following the taxable year in which the expense was incurred.  The amount of reimbursable expenses incurred in one taxable year of Executive shall not affect the amount of reimbursable expenses in a different taxable year and such reimbursement shall not be subject to liquidation or exchange for another benefit.  Notwithstanding the foregoing, solely in the event that reimbursement of such expenses is conditioned upon a separation from service, such reimbursement shall be made to Executive upon the first day following the six (6) month anniversary of the date of such separation from service.

(c)Indemnification.  The Company shall indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action arising from or out of Executive’s performance of services as an officer, director or Executive of the Company or any of its subsidiaries or in any other capacity in which Executive serves at the request of the Company on the same basis as it indemnifies its other officers pursuant to and in all circumstances subject to the terms and conditions of the Director and Officer Indemnification Policy of W. P. Carey Inc.(or any successor policy thereto), as in effect at the relevant time, and as the such policy may be amended from time to time.

6.Termination of Employment.

(a)Early Termination of the Employment Period.  Notwithstanding Paragraph 2, the Employment Period shall end upon the earliest to occur of (i) a termination of Executive’s employment on account of Executive’s death, (ii) a Termination due to Disability, (iii) a Termination for Cause, (iv) a Termination Without Cause or (v) a Termination with Good Reason.

(b)Benefits Payable Upon Termination.  Following the end of the Employment Period pursuant to Paragraph 6(a), Executive (or, in the event of her death, Executive’s surviving spouse, if any, or estate) shall in all events be paid the Earned Basic Compensation and Accrued Employee Benefits.  In the event of a Termination Without Cause or Termination with Good Reason, so long as Executive executes (and has not revoked) a general release of claims in favor of the Company and its affiliates in a form acceptable to the Company (the “Required Release”) not later than 60 days following Executive’s termination of employment, Executive shall also be entitled to receive the Severance Benefit and Equity Acceleration, as such terms are defined below.  The Earned Basic Compensation, Accrued Employee Benefits and, if applicable, the Severance Benefit shall be payable at the times established pursuant to Paragraph 6(c).

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(c)Timing of Payments.  Earned Basic Compensation shall be paid in a single lump sum as soon as practicable, but in no event more than 30 days, following the end of the Employment Period; provided that with respect to any amounts governed by a program that contains a stated payment provision, payment shall occur in accordance with the timing specified in the applicable program governing such element of compensation.  Equity Acceleration shall occur, to the extent applicable and subject to the delivery (and non-revocation) of the Required Release, upon the occurrence of a Termination Without Cause or Termination with Good Reason, with any payment or distribution of the shares corresponding to the Initial Agreement Grant made in a single lump sum as soon as practicable, but in no event later than 60 days, following such termination, unless Executive had previously elected to defer delivery of some or all such shares upon vesting, in which case the affected shares shall be delivered in accordance with the terms of the plan provisions governing such deferral.  Accrued Employee Benefits shall be payable in accordance with the terms of the plan, policy, practice, program, contract or agreement under which such benefits have accrued.  Severance Benefits shall be paid, subject to the delivery (and non-revocation) of the Required Release, on the same regularly-scheduled payroll dates as Executive would have received her base salary had she continued to be employed and for the period ending on the first to occur of (i) the applicable anniversary of Executive’s Termination Without Cause or Termination with Good Reason, as determined based on whether subclause (i)(A) or (i)(B) of the definition of Severance Benefits is applicable, and (ii) the date on which Executive breaches any of the provisions of Paragraph 7 hereof; provided, however that (x) if the latest date by which the Required Release must be delivered is in a different calendar year than the date on which Executive’s employment terminates, any payment of Severance Benefits that, pursuant to such normal payroll schedule, would have been made earlier than such latest date for delivery of the Required Release shall be made on the 61st day following the date on which Executive’s employment terminates and (y) if Executive is a specified employee within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), no taxable amounts payable by the Company to Executive pursuant to Paragraph 6 and other Company separation pay plan amounts, including bonus and other amounts that are conditioned upon a separation from service and not compensation Executive could receive without separating from service, shall be paid during the six (6) month period following her separation from service and, to the extent otherwise payable during such six (6) month period, shall be accumulated and paid on the first business day following the six (6) month anniversary of her separation from service, with interest for such period at a rate equal to the one-year Treasury bill rate as quoted in The Wall Street Journal (or in such other reliable publication as the Executive Committee, in its reasonable discretion, may determine to rely upon) from the date they would otherwise have been payable to the date actually paid; provided further, that taxable amounts remaining due pursuant to Paragraph 6 following the expiration of the six (6) month delay period shall be paid on regularly-scheduled payroll dates as described in this Paragraph 6(c).

(d)Definitions.  For purposes of Paragraphs 6 and 7, capitalized terms have the following meanings:

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“Accrued Employee Benefits” means amounts which are vested or which Executive is otherwise entitled to receive under the terms of or in accordance with any plan, policy, practice or program of, or any contract or agreement with, the Company or any of its subsidiaries, at or subsequent to the date of her termination without regard to the performance by Executive of further services or the resolution of a contingency.

“Earned Basic Compensation” means any salary or other compensation (including, but not limited to, any deferred commission payments) due and payable, but unpaid, for services rendered to the Company on or prior to the date on which the Employment Period ends.

“Equity Acceleration” shall mean that any portion of the Initial Agreement Grant that has not become vested upon the date on which any Termination Without Cause or Termination with Good Reason occurs shall fully and immediately vest upon such occurrence.

“Severance Benefits” means bi-weekly payments until the earliest of the following dates:

(i)(A) the first anniversary of Executive’s Termination Without Cause or Termination with Good Reason, if such event occurs at any time other than as described in subclause (B), or (B) the second anniversary of Executive’s Termination Without Cause or Termination with Good Reason if such event occurs within one year following a Change in Control of the Company (as defined in the Company’s Equity Plan); and

(ii)the date the Company’s obligation to pay Severance Benefits ceases as a result of Executive’s breach any of the provisions of Paragraph 7;

in an amount equal to the sum of (x) Executive’s bi-weekly base salary as in effect immediately prior to her termination of employment and (y) an amount equal to one-twenty-sixth of the average of the last three annual bonuses (or all annual bonuses, if less than three) previously received by Executive for services to the Company.

“Termination for Cause” means a termination of Executive’s employment by the Company as a result of Executive’s (i) conviction of a felony (other than one related to the operation of a motor vehicle) or the entering by Executive of a plea of nolo contendere to such a felony charge; (ii) gross neglect, willful malfeasance or willful gross misconduct in connection with her employment hereunder which has had or could reasonably be expected to have a material adverse effect on the business of the Company and its subsidiaries; (iii) a substantial and continual refusal by Executive in breach of this Agreement to perform Executive’s duties, responsibilities or obligations assigned to Executive in accordance with the terms hereof that continues after receipt by Executive of written notice from the Company identifying the duties, responsibilities or obligations not being performed; (iv) a material violation by Executive of any policy of the Company that is generally applicable to all employees or all officers of the Companies including, but not limited to, policies concerning insider trading or sexual harassment, or the

6

Company’s code of conduct; (v) Executive’s failure to cooperate, if requested by the Board, with any investigation or inquiry into her or the Company’s business practices, whether internal or external, including, but not limited to Executive’s refusal to be deposed or to provide testimony at any trial or inquiry; or (vi) any material breach by Executive of the provisions of Paragraph 7; provided, however, that in the case of subclauses (iv), (v) and (vi), Cause shall not exist if, such violation, failure to cooperate or breach, if capable of being cured, shall have been cured by Executive within 30 days after receipt of notice thereof from the Company.

“Termination due to Disability” means a termination of Executive’s employment by the Company because Executive has been incapable of substantially fulfilling the positions, duties, responsibilities and obligations set forth in this Agreement because of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of (i) at least four consecutive months or (ii) more than six months in any twelve month period.  Any question as to the existence, extent or potentiality of Executive’s disability upon which Executive and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company.  The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

“Termination with Good Reason” by Executive means within 90 days following (i) a material adverse change in Executive’s duties and responsibilities; (ii) a material reduction in Executive’s base salary (other than a proportionate adjustment applicable generally to similarly situated Company employees); or (iii) the relocation of Executive’s principal place of business to a location more than thirty-five miles outside of Manhattan; provided that a termination shall not be treated as a Termination with Good Reason if Executive shall have consented in writing to the occurrence of the event giving rise to the claim of Termination with Good Reason.  A Termination with Good Reason must be effected by a written notice from Executive setting forth in reasonable detail the conduct alleged to be the basis for such termination, provided that, Executive shall not have the right to terminate her employment hereunder pursuant to a Termination with Good Reason (A) if, within the 30-day period following receipt of Executive’s written notice, the Company shall have substantially cured the conduct alleged to have caused the activities giving rise to the basis for such Termination with Good Reason and (B) unless Executive actually terminates employment within 30 days following the end of the Company’s cure period.

“Termination Without Cause” means any termination by the Company of Executive’s employment with the Company other than (i) a Termination due to Disability, (ii) a Termination due to death or (iii) a Termination for Cause.

7.Non-Competition, Confidential Information, Etc.

(a)Noncompetition.  During Executive’s employment with the Company and, upon termination of Executive’s employment with the Company, during the following post-termination periods, to the extent applicable to such termination: (x) if such termination occurs during the term of this Agreement, the 18 month period following the termination of Executive’s employment or (y) if such termination occurs after the

7

expiration of this Agreement in accordance with its terms (a “Contract Expiration”), the period, if any, following termination of Executive’s employment and through the first anniversary of the Contract Expiration, Executive shall not, without the prior written consent of the Company, directly or indirectly, as a stockholder owning beneficially or of record more than 5% of the outstanding shares of any class of stock of any issuer, or as an officer, director, employee, partner, consultant, joint venturer, proprietor, or otherwise, engage in or have a financial interest in any Competing Business in the United States or in any other jurisdiction in which the Company is actively engaged in business or with respect to which, at the time of Executive’s action (or, if Executive is not an employee of the Company at such time, the date her employment with the Company terminated), the Company had taken material steps toward becoming actively engaged in such business.  For purposes of this Agreement, the term “Competing Business” shall mean any business which is engaged in (i) the business of structuring, obtaining the financing for (including, but not limited to, raising capital for investment funds or vehicles established to invest in transactions sponsored, arranged or facilitated by the Company), or otherwise implementing or facilitating long-term financing of corporate property using leasing arrangements (“Leasing Transactions”) or (ii) any activities that (x) compete with any aspect of the Company’s business that accounted for at least 5% of the Company’s revenues or profits in any four of the last eight completed fiscal quarters of the Company ended prior to Executive’s termination of employment or (y) compete or would compete with any business activities to which the Company has committed significant resources to expand its presence, or to enter into or otherwise commence, during the two year period prior to Executive’s termination of employment and that the Company is still actively pursuing at the date of Executive’s termination of employment (the activities described in subclauses (x) and (y) hereafter called the “Other Material Operations”); provided that nothing in this Agreement shall preclude Executive from providing services to any Competing Business so long as such services do not relate, directly or indirectly, to Leasing Transactions or Other Material Operations.  The Company and Executive acknowledge and agree that the provisions of this Paragraph 7(a) are intended to protect the legitimate business interests of the Company and not to restrain the ability of Executive to obtain gainful employment.

(b)Confidential Information.  During the term of this Agreement and at all times thereafter, Executive shall not, without the written consent of the Company, use for her personal benefit, or disclose, communicate or divulge to, or use for any company other than the Company or its subsidiaries or affiliates, any Confidential Information (as defined below) that had been made known to Executive or learned or acquired by Executive while in the employ of Company or its subsidiaries or affiliates, unless such information has become public other than by reason of Executive’s breach of this covenant.  Confidential Information shall mean

(i)information not in the public domain (or in the public domain as a result of a breach by Executive or another employee of the Company who is also bound by a similar confidentiality clause) regarding the business methods, business policies, procedures, techniques, research or developments projects or results, trade secrets, or other processes of or developed by the Company;

8

(ii)any names and addresses of customers or clients or any data on or relating to past, present or prospective customers or clients not in the public domain (or in the public domain as a result of a breach by Executive or another employee of the Company who is also bound by a similar confidentiality clause); and

(iii)any other material information not in the public domain (or in the public domain as a result of a breach by Executive or another employee of the Company who is also bound by a similar confidentiality clause) relating to or dealing with the business operations or activities of the Company which has been designated by the Company as confidential or which, if disclosed to any third party, would result in a material adverse effect to the Company.

(c)        CPAs and Other Collective Investment Vehicles.  Executive acknowledges and agrees that (i) the business activities conducted by the Company and its affiliates for or on behalf of any Company sponsored trust, fund or other collective investment vehicle, including, without limitation, Corporate Property Associates 16 – Global Incorporated, Corporate Property Associates 17 – Global Incorporated, Corporate Property Associates 18 – Global Incorporated, Carey Watermark Investors Incorporated, Carey Self-Storage Fund, LLC, and any successors to any of them (collectively, the “Sponsored Funds”), are of critical importance to the business operations, investment strategies and profitability of the Company, (ii) the Company has expended substantial resources and expense to develop such business and the good will related thereto; and (iii) by virtue of her position as with the Company, Executive has been afforded a unique management and advisory relationship with the Sponsored Funds that has been developed and cultivated using Company resources and Confidential Information.  Accordingly, and without limiting any other provision in this Agreement, including, without limitation, the confidentiality, non-competition and non-solicitation provisions of Paragraphs 7(a), (b) and (f), Executive agrees that, during and following her termination of employment with the Company for any reason, she shall not on her own behalf or on behalf of any third party solicit or engage in any business activities with any of the Sponsored Funds or any other collective investment vehicle that may be sponsored by the Company that is substantially similar to a Sponsored Fund (each, a “Sponsored Entity”), in each case that exists as of, or as to which the Company had devoted significant efforts and/or expense to develop or commence prior to, the date of Executive’s termination of employment, that would disrupt, damage or diminish the business activities, or otherwise impair, impede or interfere with the relationship, between the Company and any such Sponsored Entity.  The restriction contained in this Paragraph 7(c) shall cease to apply in respect to a Sponsored Entity at the third anniversary of the termination of Executive’s employment.

(d)       Company Property.  Promptly following Executive’s termination of employment, Executive shall return to the Company all property of the Company, and all copies thereof in Executive’s possession or under her control.

(e)        Nonsolicitation of Employees.  During Executive’s employment with the Company and, upon termination of  Executive’s employment with the Company, during

9

the following post-termination periods, to the extent applicable to such termination: (x) if such termination occurs during the term of this Agreement, the 24 month period following the termination of Executive’s employment or (y) if such termination occurs after a Contract Expiration, the period, if any, following termination of Executive’s employment and through the first anniversary of the Contract Expiration, Executive agrees that she will not and will not assist or encourage any other person to (i) employ, hire, engage or be associated (as a shareholder, partner, employee, consultant or in a similar capacity) with any employee or other person connected with the Company or any of its affiliates who rendered services in a management position that afforded such person the opportunity to earn an incentive bonus or in any other position that afforded such person the opportunity to receive commissions, advisory fees or similar incentive payments in respect of the person’s services, including, without limitation, all persons who provide direct and substantial services with respect to Leasing Transactions (the “Restricted Employees”), at the time of such termination or during any part of the six months (three months, in the case of any employee who was not also an officer of the Company) preceding such termination of employment, (ii) induce any Restricted Employees to leave the employ of the Company or any of its affiliates, or (iii) solicit the employment of any Restricted Employees on her own behalf or on behalf of any other business enterprise.  For the avoidance of doubt, it shall not be a violation of this Paragraph 7(d) for an entity to which Executive provides services to hire or otherwise retain the services of a Restricted Employee unless Executive provides such entity assistance in the recruiting, hiring or retention of such Restricted Employee.

(f)        Nonsolicitation of Business Associates.  Executive agrees that, during the term of this Agreement and for a period of 24 months after her termination of employment with the Company, she will not engage in Leasing Transactions or Other Material Operations in which Executive solicits for herself or for any third party the business of any person who at any time during the twelve month period ended on the date Executive’s employment with the Company terminates was (i) a Corporate Client (as defined below) with whom Executive had dealings, contact or involvement during the twenty-four month period ended on the date Executive’s employment with the Company terminates (the “Prior Contact Period”); (ii) an investor (a “Fund Investor”) in any fund or investment vehicle managed or maintained by any of the Company, its subsidiaries or its affiliates, including, without limitation, the Sponsored Funds (a “Fund Vehicle”) who satisfied the conditions to qualify as a “qualified institutional buyer” as defined in Rule 144A as promulgated under the Securities Act of 1933, as amended, with whom Executive had dealings, contact or involvement during the Prior Contact Period; (iii) a person or entity who served as a representative of investors in connection with the investments in any Fund Vehicle or who was otherwise engaged in raising capital or other financing for any such Fund Vehicle; or (iv) a person or entity which (x) materially assisted or provided other material services or support that substantially facilitated or otherwise contributed to the Company’s ability to pursue or effect Leasing Transactions or Other Material Operations and (y) had direct and substantial dealings, contact or involvement, while acting on behalf of the Company or its affiliates or any Fund Vehicle, with any Corporate Client or Fund Investor during the Prior Contact Period.  For purposes of this Paragraph 7(e), the term “Corporate Client” means (i) any business entity, regardless of form, which obtains financing or liquidity through effecting a

10

Leasing Transaction with the Company or any of its subsidiaries or affiliates, (ii) any business entity, regardless of form, which engaged as a principal in any transaction representing part of the Company’s Other Material Operations, and (iii) each affiliate of any such business entity identified in subclause (i) or (ii), but specifically excluding its private equity sponsors.

(g)        Injunctive Relief.  Executive agrees and acknowledges that the remedies at law for any breach by her of the provisions of this Paragraph 7 will be inadequate and that the Company shall be entitled to obtain injunctive relief against her from a court of competent jurisdiction in the event of any such breach.  If any such court of competent jurisdiction shall determine that the restrictions contained in this Paragraph 7 are unreasonable as to time or geographical area, such court shall reform said restrictions to the extent necessary in the opinion of such court to make them reasonable and enforceable.

8.         Miscellaneous.

(a)        Waiver.  Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.

(b)        Controlling Law.  This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of New York notwithstanding any conflicting choice-of-law provisions.

(c)        Notices.  All notices, requests, demands and other communications required or permitted under this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been given when delivered in person or when deposited in the United States mail in a postpaid envelope by registered or certified mail, return receipt requested, by overnight courier service or by facsimile (with receipt confirmed and followed by delivery of an original via overnight courier service).

(d)       Binding Effect.  This Agreement shall be binding on, and shall inure to the benefit of, the Company and any person or entity that succeeds to the interest of the Company (regardless of whether such succession does or does not occur by operation of law) by reason of the sale of all or a portion of the Company’s stock, a merger, consolidation or reorganization involving the Company or a sale of the assets of the business of the Company in which Executive performs a majority of her services, unless the Company otherwise elects in writing to retain responsibility for the duties and obligations of the Company (and the benefits conveyed to the Company) under this Agreement.  This Agreement shall also inure to the benefit of Executive’s heirs, executors, administrators and legal representatives.

11

(e)        Assignment.  Except as provided under Paragraph 8(d), neither this Agreement nor any of the rights of obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party.

(f)        Execution in Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original as against the party whose signature appears thereon, and both of which shall together constitute one and the same instrument.  This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

(g)        Severability; Reformation.  In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.  In the event any of Paragraph 7(a), (b), (c), (d), (e) or (f) is not enforceable in accordance with its terms, Executive and the Company agree that such Paragraph shall be reformed to make such Paragraph enforceable in a manner which provides the Company the maximum rights permitted at law.

(h)        Entire Agreement.  Except to the extent that the letter agreement between the Company and Executive relating to her recommencement of employment is expressly incorporated herein, this Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained.  The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.  This Agreement may not be modified or amended other than by an agreement in writing.

(i)         Paragraph Headings.  The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

(j)         Gender, Etc.  Words used herein, regardless of the number and gender specifically used, shall be deemed construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

(k)        Number of Days.  In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or holiday.

(l)         409A Compliance.  This Agreement is intended to comply with the requirements of Section 409A of the Code, including good faith, reasonable statutory interpretations of Section 409A that are contrary to the terms of the Agreement, if any.  Consistent with that intent, this Agreement shall be interpreted in a manner consistent

12

with Section 409A.  In the event that any provision that is necessary for the Agreement to comply with Section 409A is determined by the Company, with the consent of Executive, to have been omitted, such omitted provision shall be deemed to be included herein and is hereby incorporated as part of the Agreement.  Any “separation from service” within the Employment Agreement shall be construed consistent with Section 409A of the Code and the regulations thereunder.  The term “termination,” when used within the Employment Agreement in the context of a condition to, or timing of, payment shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered on the date first above written.

W. P. CAREY INC.
By	/s/ Trevor P. Bond
	/s/ Catherine Rice
CATHERINE RICE

13

EX-21.1

Exhibit 21.1

W. P. CAREY INC.

SUBSIDIARIES OF REGISTRANT

Name of Subsidiary	Ownership	State or Country of Incorporation
(CA) Ads, LLC	100%	Delaware
(CA) CHC LP	100%	Delaware
24 HR TX (TX) Limited Partnership	100%	Delaware
24 HR-TX (MD) Business Trust	100%	Maryland
24 HR-TX GP (TX) QRS 12-66, Inc.	100%	Delaware
308 Route 38 LLC	100%	Delaware
620 Eighth Lender NYT (NY) Limited Partnership	18%	Delaware
620 Eighth NYT (NY) Limited Partnership	18%	Delaware
87th Street Storage (IL) LLC	100%	Delaware
87th Street Storage Owner (IL) LLC	100%	Delaware
ACT (GER) QRS 15-58, Inc.	100%	Delaware
ACT Grundstücksverwaltungs GmbH & Co. KG	50%	Germany
ACT Grundstücksverwaltungs Management GmbH & Co. KG	50%	Germany
ADS2 (CA) QRS 11-41, Inc.	100%	California
ADVA 15 (GA) LLC	100%	Delaware
ADV-QRS 15 (GA) QRS 15-4, Inc.	100%	Delaware
Amln (CA) QRS 14-107, Inc.	100%	Delaware
Amln Landlord LLC	100%	Delaware
Amln Member (CA) QRS 14-108, Inc.	100%	Delaware
AMPD (DE) Limited Partnership	100%	Delaware
AMPD GP (DE) QRS 15-35, Inc.	100%	Delaware
AMPD LP (DE) Trust	100%	Maryland
ANT-LM LLC	100%	Delaware
ANTH Campus (CA) LLC	100%	Delaware
ANTH WPC (CA) LLC	100%	Delaware
Asiainvest LLC	100%	Delaware
Auto (FL) QRS 11-39, Inc.	100%	Florida
Autopress (GER) LLC	67%	Delaware
AW WPC (KY) LLC	100%	Delaware
AZO Driver (DE) LLC	100%	Delaware
AZO Mechanic (DE) LLC	100%	Delaware
AZO Navigator (DE) LLC	100%	Delaware
AZO Valet (DE) LLC	100%	Delaware
AZO-A L.P.	100%	Delaware
AZO-B L.P.	100%	Delaware
AZO-C L.P.	100%	Delaware
AZO-D L.P.	100%	Delaware
BBA I SARL	65%	France
BBA II EURL	65%	France
Beaver MM (POL) QRS 15-86, INC.	100%	Delaware
Bedford WPC Storage (IL) LLC	100%	Delaware
Belgov (DE) QRS 15-66, Inc.	100%	Delaware
Best Storage (FL) LLC	100%	Delaware
BFS (DE) LP	40%	Delaware
Bill CD LLC	100%	Delaware

SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary	Ownership	State or Country of Incorporation
BN (CT) QRS 11-57, INC.	100%	Delaware
BN (MA) QRS 11-58, Inc.	100%	Delaware
Bolder (CO) QRS 11-44, Inc.	100%	Delaware
Bolt (DE) Limited Partnership	50%	Delaware
Bolt (DE) QRS 15-26, Inc.	100%	Delaware
Bolt (DE) Trust	100%	Maryland
Bone (DE) LLC	100%	Delaware
Bone (DE) QRS 15-12, Inc.	100%	Delaware
Bone Manager, Inc.	100%	Delaware
Bos Club LL (MA) LLC	44%	Delaware
Bos Club Manager (MA) QRS 15-93, Inc.	100%	Delaware
Brassington Limited	100%	Hong Kong
Brelade Holdings Ltd.	75%	Cyprus
Broomfield Properties Corp.	100%	Colorado
BRY-PL (DE) Limited Partnership	100%	Delaware
BRY-PL (MD) Trust	100%	Maryland
BRY-PL GP (DE) QRS 15-57, Inc.	100%	Delaware
Build (CA) QRS 12-24, Inc.	100%	California
Call LLC	100%	Delaware
Cards (CA) QRS 11-37, Inc.	100%	Delaware
Cards Limited Liability Company	50%	Delaware
Carey Asset Management Corp.	100%	Delaware
Carey Financial, LLC	100%	Delaware
Carey Lodging Advisors, LLC	100%	Delaware
Carey Management LLC	100%	Delaware
Carey Norcross, L.L.C.	50%	Delaware
Carey REIT II, Inc.	100%	Maryland
Carey Self-Storage Participation, LLC	100%	Delaware
Carey Storage ACES GP LLC	100%	Delaware
Carey Storage Asset Management LLC	100%	Delaware
Carey Storage I (CA) Rohnert LLC	100%	Delaware
Carey Storage I (FL) Bull Run LLC	100%	Delaware
Carey Storage I (GA) Ameristor LLC	100%	Delaware
Carey Storage I (GA) Store House LLC	100%	Delaware
Carey Storage I (MA) LLC	100%	Delaware
Carey Storage I (OH) Armor LLC	100%	Delaware
Carey Storage I (TX) Aces LLC	100%	Delaware
Carey Storage I (TX) Beltline LP	100%	Delaware
Carey Storage I (TX) Tarrant LP	100%	Delaware
Carey Storage Management LLC	100%	Delaware
Carey Storage Member LLC	100%	Delaware
Carey Storage Mezzanine I, LLC	100%	Delaware
Carey Storage TRS (DE) 16-155	100%	Delaware
Carey Technology Properties II LLC	100%	Delaware
Carey Watermark Holdings, LLC	80%	Delaware
Carey/HUSREFIV Self-Storage Holdings LLC	40%	Delaware
Carlog I SARL	100%	France
Carlog II SARL	100%	France

SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary	Ownership	State or Country of Incorporation
Carlog SCI	100%	France
CCARE (Multi) GP QRS 11-60, Inc.	100%	Delaware
CCARE (Multi) Limited Partnership	100%	Delaware
CCARE (Multi) QRS 9-1, Inc.	100%	Delaware
CD UP LP	100%	Delaware
CDC Paying Agent LLC	100%	Delaware
CFP (MD) QRS 11-30, Inc.	100%	Maryland
CFP (MD) QRS 11-33, Inc.	100%	Maryland
CFP Associates	100%	Kentucky
Chkfree WPC Member (GA) LLC	100%	Delaware
CIP Acquisition Incorporated	100%	Maryland
Citrus Heights (CA) GP, LLC	100%	Delaware
CLA Holdings, LLC	100%	Delaware
Comquest West (AZ) 11-68, Inc.	100%	Delaware
Consys-9 (SC) LLC	100%	Delaware
Containers (DE) Limited Partnership	100%	Delaware
Containers (DE) QRS 15-36, Inc.	100%	Delaware
Corporate Property Associates 15 Incorporated	100%	Maryland
Corporate Property Associates 4-A California Limited Partnership	100%	California
Corporate Property Associates 6-A California Limited Partnership	100%	California
Corporate Property Associates 9-A Delaware Limited Partnership	100%	Delaware
Corporate Property Associates	100%	California
CPA 15 Merger Sub Inc.	100%	Maryland
CPA 15 Netherlands CV	100%	Netherlands
CPA Paper, Inc.	100%	Delaware
CV GP (Dutch) QRS 15-101, Inc.	100%	Delaware
Dan (FL) QRS 15-7, Inc.	100%	Delaware
DCNETH Landlord (NL) LLC	100%	Delaware
DCNETH Member (NL) QRS 15-102, Inc	100%	Delaware
Delaware Chip LLC	33%	Delaware
Deliver (TN) QRS 14-49, Inc.	100%	Delaware
Delmo (DE) QRS 11/12-1, Inc.	100%	Delaware
Delmo (PA) QRS 11-36	100%	Pennsylvania
Delmo 11/12 (DE) LLC	50%	Delaware
Dfence (Belgium) 15 Sprl	100%	Belgium
Dfence (Belgium) 15-16 Sprl	65%	Belgium
Dfend 15 LLC	100%	Delaware
DIY (Poland) Sp. Zoo	75%	Poland
DP WPC (TX) LLC	100%	Delaware
Drayton Plains (MI), LLC	100%	Delaware
Drill GmbH & Co. KG	40%	Germany
DSG (IN) QRS 15-44, Inc.	100%	Delaware
Energy (NJ) QRS 15-10, Inc.	100%	Delaware
Engines (GER) QRS 15-90, Inc.	100%	Delaware
Eros (ESP) CR QRS Inc.	100%	Delaware
Eros II Spain 17-16 B.V.	30%	The Netherlands
Erwin Specht GmbH & Co. KG	40%	Germany
Erwin Specht Verwactungs GmbH	40%	Germany

SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary	Ownership	State or Country of Incorporation
Faur WPC (OH) LLC	100%	Delaware
Fifth Rock Limited Partnership	100%	New York
Finit (FL) LLC	60%	Delaware
Fit (CO) QRS 15-59, Inc.	100%	Delaware
Fly CD, LLC	100%	Delaware
Four World Landlord (GA) LLC	100%	Delaware
Four World Manager (GA) LLC	100%	Delaware
GAL III (IN) QRS 15-49, Inc.	100%	Delaware
GAL III (NJ) QRS 15-45, Inc.	100%	Delaware
GAL III (NY) QRS 15-48, Inc.	100%	Delaware
GB-ACT (GER) Limited Partnership	50%	Delaware
Gearbox (GER) QRS 15-95, Inc.	100%	Delaware
Goldyard S.L.	15%	Spain
GRC (TX) Limited Partnership	100%	Delaware
GRC (TX) QRS 15-47, Inc.	100%	Delaware
GRC (TX) Trust	100%	Maryland
GRC-II (TX) Limited Partnership	100%	Delaware
GRC-II (TX) QRS 15-80, Inc.	100%	Delaware
GRC-II (TX) Trust	100%	Maryland
H2 Investor (GER) QRS 14-104, Inc.	100%	Delaware
H2 Investor (GER) QRS 15-91, Inc.	100%	Delaware
H2 Lender (GER) QRS 14-105, Inc.	100%	Delaware
H2 Lender (GER) QRS 15-92, Inc.	100%	Delaware
H2 Lender WPC LLC	100%	Delaware
Hammer (DE) Limited Partnership	50%	Delaware
Hammer (DE) LP QRS 15-33, Inc.	100%	Delaware
Hammer (DE) QRS 15-32, Inc.	100%	Delaware
Harlem WPC Storage (IL) LLC	100%	Delaware
Hellweg GmbH & Co. Vermögensverwaltungs KG	40%	Germany
Hibbett (AL) 11-41, Inc.	100%	Delaware
Hinck 15 LP (DE) QRS 15-84, Inc.	100%	Delaware
Hinck Equity, LLC	30%	Delaware
Hinck Landlord (DE) Limited Partnership	30%	Delaware
HLWG B Note Purchaser (DE) LLC	40%	Delaware
HLWG Two (GER) LLC	40%	Delaware
HLWG Two Lender SARL	43%	Luxembourg
HLWG Two TRS SARL	40%	Luxembourg
Hoe Management GmbH	40%	Germany
Hum (DE) QRS 11-45, Inc.	100%	Delaware
ICG (TX) LP	100%	Delaware
ICG-GP (TX) QRS 15-3, Inc.	100%	Delaware
ICG-LP (TX) Trust	100%	Maryland
Illkinvest SAS	100%	France
Jamesinvest sprl	100%	Belgium
JPCentre (TX) LLC	100%	Delaware
KF WPC Owner (IL) LLC	100%	Delaware
Kiinteisto Oy Tietoie 6	60%	Finland
Kiinteisto Oy Tietokilo 1-2	60%	Finland

SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary	Ownership	State or Country of Incorporation
Labrador (AZ) LP	30%	Delaware
Learn (IL) QRS 11-53, Inc.	100%	Delaware
Lincolnshire WPC Storage (IL) LLC	100%	Delaware
Linden (GER) LLC	67%	Delaware
Livho, Inc.	100%	Delaware
LT Fitness (DE) QRS 15-53, Inc.	100%	Delaware
Mapi Invest SPRL	100%	Belgium
Mapinvest Delaware LLC	100%	Delaware
Marcourt Investments Incorporated	100%	Maryland
Master (DE) QRS 15-71, Inc.	100%	Delaware
Mauritius International I LLC	100%	Delaware
MBM-Beef (DE) QRS 15-18, Inc.	100%	Delaware
Mechanic (AZ) QRS 15-41, Inc.	100%	Delaware
Medi (PA) Limited Partnership	100%	Delaware
Medi (PA) QRS 15-21, Inc.	100%	Delaware
Medi (PA) Trust	100%	Maryland
Metal (GER) QRS 15-94, Inc.	100%	Delaware
Micro (CA) QRS 11-43, Inc.	100%	Delaware
MM (UT) QRS 11-59, Inc.	100%	Delaware
Module (DE) Limited Partnership	100%	Delaware
Mons (DE) QRS 15-68, Inc.	100%	Delaware
Neoserv (CO) QRS 10-13, Inc.	100%	Colorado
Neoserv (CO) QRS 11-8, Inc.	100%	Colorado
Nor (GA) QRS 14-17, Inc.	100%	Georgia
Olimpia Investments Sp. z o.o.	100%	Poland
Optical (CA) QRS 15-8, Inc.	100%	Delaware
Overtape (CA) QRS 15-14, Inc.	100%	Delaware
OX (AL) LLC	100%	Delaware
OX-GP (AL) QRS 15-15, Inc.	100%	Delaware
Paper Limited Liability Company	100%	Delaware
Pem (MN) QRS 15-39, Inc.	100%	Delaware
Pensacola Storage (FL) LLC	100%	Delaware
Pensacola Storage Member (FL) LLC	100%	Delaware
Pet (TX) GP QRS 11-62, INC.	100%	Delaware
Pet (TX) LP	100%	Delaware
Pet (TX) Trust	100%	Maryland
Pilbara Investments Limited	100%	Cyprus
Plano (TX) QRS 11-7, Inc.	100%	Texas
Plastic (DE) Limited Partnership	100%	Delaware
Plastic (DE) QRS 15-56, Inc.	100%	Delaware
Plastic (DE) Trust	100%	Maryland
Plex (WI) QRS 11-56, Inc.	100%	Delaware
Plex Trust (MD)	100%	Maryland
Plum (DE) QRS 15-67, Inc.	100%	Delaware
Pohj Landlord (Finland) LLC	60%	Delaware
Pohj Member (Finland) QRS 15-82, Inc.	100%	Delaware
Pol (NC) QRS 15-25, Inc.	100%	Delaware
Pol-Beaver LLC	60%	Delaware

SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary	Ownership	State or Country of Incorporation
Polkinvest Sprl	100%	Belgium
Pulaski WPC Storage (IL) LLC	100%	Delaware
QRS 10-1 (IL) Inc.	100%	Illinois
QRS 10-18 (FL), LLC	100%	Delaware
QRS 11-29 (TX), Inc.	100%	Texas
QRS 11-41 (AL), LLC	100%	Delaware
QRS 15-Paying Agent, Inc.	100%	Delaware
QS ARK (DE) QRS 15-38, Inc.	100%	Delaware
Quest-US West (AZ) QRS 11-68, LLC	100%	Delaware
Rails (UK) QRS 15-54, Inc.	100%	Delaware
Randolph/Clinton Limited Partnership	100%	Delaware
RII (CA) QRS 15-2, Inc.	100%	Delaware
Rush It LLC	100%	Delaware
Salted Peanuts (LA) QRS 15-13, Inc.	100%	Delaware
Scan (OR) QRS 11-47, Inc.	100%	Delaware
Schobi (Ger-Pol) LLC	100%	Delaware
SF (TX) GP QRS 11-61, INC.	100%	Delaware
SF (TX) LP	100%	Delaware
SF (TX) Trust	100%	Maryland
SFC (TN) QRS 11-21, Inc.	100%	Tennessee
Shaq (DE) QRS 15-75, Inc.	100%	Delaware
Shovel Management GmbH	40%	Germany
SPEC (CA) QRS 12-20, Inc.	100%	California
ST (TX) GP QRS 11-63, INC.	100%	Delaware
ST (TX) LP	100%	Delaware
ST (TX) Trust	100%	Maryland
Storage I (CT) LLC	100%	Delaware
Stor-Move UH 15 Business Trust	100%	Massachusetts
Sunny Chip 15 LLC	100%	Delaware
Suspension (DE) QRS 15-1, Inc.	100%	Delaware
Telegraph (MO) LLC	100%	Delaware
Telegraph Manager (MO) WPC, Inc.	100%	Delaware
Thal Dfence Conflans SCI	65%	France
Three Aircraft Seats (DE) LP	100%	Delaware
Three Cabin Seats (DE) LLC	100%	Delaware
Tissue SARL	50%	France
Tito (FI) QRS 15-81, Inc.	100%	Delaware
Total Storage (AR) LLC	100%	Delaware
Tours Invest SAS	100%	France
Toys (NE) QRS 15-74, Inc.	100%	Delaware
UH Storage (DE) Limited Partnership	58%	Delaware
UH Storage GP (DE) QRS 15-50, Inc.	100%	Delaware
Uni-Tech (CA) QRS 15-64, Inc.	100%	Delaware
Unitech (IL) LLC	100%	Delaware
Uni-Tech (PA) QRS 15-63, Inc.	100%	Delaware
Uni-Tech (PA) Trust	100%	Maryland
Uni-Tech (PA), L.P.	100%	Delaware
UP CD LLC	100%	Delaware

SUBSIDIARIES OF REGISTRANT (Continued)

Name of Subsidiary	Ownership	State or Country of Incorporation
UTI (IL) GP QRS 11-69, INC.	100%	Delaware
UTI (IL) LP	100%	Delaware
UTI (IL) TRUST	100%	Maryland
Venice (CA) LP	100%	Delaware
W. P. Carey & Co. B.V.	100%	Netherlands
W. P. Carey & Co. Limited	100%	United Kingdom
W. P. Carey Equity Investment Management (Shanghai) Corporation	100%	China
W. P. Carey Holdings, LLC	100%	Delaware
W. P. Carey Inc.	100%	Delaware
W. P. Carey International LLC	100%	Delaware
Wadd-II (TN) LP	100%	Delaware
Wadd-II GP (TN) QRS 15-19, INC.	100%	Delaware
Wals (IN) LLC	100%	Delaware
Weg (GER) QRS 15-83, Inc.	100%	Delaware
Wegell GmbH & Co. KG	75%	Germany
Wegell Verwaltungs GmbH	75%	Germany
WGN (GER) LLC	33%	Delaware
WGN 15 Holdco (GER) QRS 15-98, Inc.	100%	Delaware
WGN 15 Member (GER) QRS 15-99, Inc.	100%	Delaware
WGS (Multi) LLC	100%	Delaware
Wisco (WI) LP	100%	Delaware
Wolv (DE) LP	100%	Delaware
Wolv Trust	100%	Maryland
World (DE) QRS 15-65, Inc.	100%	Delaware
WPC Holdco LLC	100%	Maryland
WPC REIT Merger Sub Inc.	100%	Maryland
W.P.C.I. Holdings I LLC	100%	Delaware
W.P.C.I. Holdings II LLC	100%	Delaware
Wrench (DE) Limited Partnership	100%	Delaware
Wrench (DE) QRS 15-31, Inc.	100%	Delaware
Wrench (DE) Trust	50%	Maryland
Zylinderblock (GER) LLC	50%	Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos.333-160078, 333-160079, 333-90880, 333-64549 and 333-56121) and Form S-3 (No. 333-174852) of our report dated February 26, 2013 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting of W. P. Carey Inc., which appears in this Form 10-K and our report dated February 26, 2013 relating to the financial statements and financial statement schedules of Corporate Property Associates 16 — Global Incorporated, which is incorporated by reference into this Form 10-K.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 26, 2013

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I,Trevor P. Bond, certify that:

1.I have reviewed this Annual Report on Form 10-K of W. P. Carey Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: February 26, 2013

/s/ Trevor P. Bond

Trevor P. Bond

Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark J. DeCesaris, certify that:

1.I have reviewed this Annual Report on Form 10-K of W. P. Carey Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: February 26, 2013

/s/ Mark J. DeCesaris

Mark J. DeCesaris

Chief Financial Officer

EX-32

Exhibit 32

Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of W. P. Carey Inc. on Form 10-K for the year ended December 31, 2012as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of W. P. Carey Inc., does hereby certify, to the best of such officer’s knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of W. P. Carey Inc.

Date: February 26, 2013

/s/ Trevor P. Bond

Trevor P. Bond

Chief Executive Officer

Date: February 26, 2013

/s/ Mark J. DeCesaris

Mark J. DeCesaris

Chief Financial Officer

The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report as a separate disclosure document of W. P. Carey Inc. or the certifying officers.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to W. P. Carey Inc. and will be retained by W. P. Carey Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1

Exhibit 99.1

As approved by the

Board of Directors on January 24, 2013

DIRECTOR AND OFFICER INDEMNIFICATION POLICY

OF

W. P. CAREY INC.

(a Maryland corporation)

RECITALS

A.        The Articles of Amendment and Restatement and the Amended and Restated Bylaws of W. P. Carey Inc., a Maryland corporation (the “Company”), provide that to the fullest extent permitted by Maryland law, the Company shall indemnify any present or former Director or officer of the Company (or a predecessor of the Company), and pay or reimburse all reasonable costs, charges and expenses (including attorney’s fees), in advance of the final disposition of a proceeding, of any present or former Director or officer of the Company (or a predecessor of the Company), for any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) relating to any action alleged to have been taken or omitted by such Director or officer in such capacity as a Director or officer.

B.        The Company recognizes the increased risk of litigation and other claims being asserted against directors and officers of companies in the current environment.

C.        The Company also recognizes that present and future Directors and officers require substantial protection against personal liability both to enhance continued service by current Directors and officers and to enable the Company to continue to attract and retain as Directors and officers of the Company the most capable persons reasonably available, and that Company officers and Directors rely on the indemnification provisions of the Company’s (i) Articles of Amendment and Restatement, as the same may be amended from time to time (the “Charter”), and (ii) Amended and Restated Bylaws, as the same may be amended from time to time (the “Bylaws”).  Accordingly, the Board of Directors deems it advisable and in the best interest of the Company and its stockholders to adopt a Company policy, similar to that of the Company’s predecessor, that provides Directors and officers with express rights to indemnification (regardless of, among other things, any amendment to or revocation of such policy or amendment to the Charter or Bylaws, any change in the composition of the Company’s Board of Directors (the “Board”) or any acquisition or business combination transaction relating to the Company).  The Company also wishes to provide for the advancement of all reasonable costs, charges and expenses (including attorney’s fees )to Directors and officers as set forth herein and, to the extent the Company maintains insurance, for the continued coverage of Directors and officers under the Company’s directors’ and officers’ liability insurance policies.

D.        In adopting the policy set forth herein, the Board is cognizant that the Maryland General Corporation Law (the “MGCL”) expressly recognizes that the indemnification provisions of Section 2-418 of the Maryland Corporations and Associations Annotated Code (the “Maryland Statute”) are not exclusive of any other rights to which a person seeking indemnification may be entitled under the Charter or Bylaws, a resolution of stockholders or directors, an agreement or otherwise, and this Policy is being adopted pursuant to and in furtherance of the Charter and Bylaws, as permitted by the Maryland Statute and as authorized by the Board of Directors of the Company.

NOW, THEREFORE, the Board hereby confirms and establishes the following as the Company’s indemnification policy for its Directors and officers (hereinafter referred to as the “Policy”).

1.         Company Obligation to Indemnify.  (a)  To the fullest extent provided in the Charter and Bylaws, and to the fullest extent permitted by Maryland law now or hereafter in force, except as otherwise provided in Section 2 below, the Company shall indemnify and hold harmless each person who (i) is or was a Director or officer of the Company (or a predecessor of the Company) or (ii) at the request of the Company, is or was serving as, a director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity (such persons being “Covered Persons” and each, a “Covered Person”), against all reasonable costs, charges and expenses (including attorney’s fees incurred by a Covered Person in connection therewith), judgments, penalties, fines, and settlements (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by the Covered Person in connection with the defense and/or settlement of any threatened, pending or completed suit, action, claim, proceeding, arbitration or alternative dispute resolution mechanism, investigation or administrative hearing, whether civil, criminal, administrative or investigative, to which the Covered Person is or was a party or is threatened to be made a party due to any act or omission taken or omitted or alleged to have been taken or omitted by the Covered Person during, in connection with or arising out of such Covered Person’s service in such capacity as a Director or officer.

(b)  Without limiting the generality of paragraph (a), “serving at the request of the Company” shall include any service provided at the request of the Company (or a predecessor of the Company) as a director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of the Company (or a predecessor of the Company) which imposes duties on, or involves services by, such director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

(c)  Notwithstanding and in addition to any other provision of this Policy, to the extent that a Covered Person is, by reason of his or her service at the request of the Company, a witness in or otherwise incurs costs, charges or expenses in connection with any proceeding to which Covered Person is not a party, he or she shall be indemnified and

2

held harmless by the Company against all reasonable costs, charges and expenses (including attorney’s fees) actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

2.         Exclusion.  Notwithstanding any provision in this Policy, the Company shall not be obligated under this Policy to make any indemnity in connection with any claim made against a Covered Person (a) in connection with any threatened, pending or completed suit, action, claim, proceeding, arbitration or alternative dispute resolution mechanism, investigation or administrative hearing, whether civil, criminal, administrative or investigative (or any part of any such proceeding), initiated by or on behalf of such Covered Person, including a proceeding (or any part of any proceeding) initiated by or on behalf such Covered Person against the Company (other than any proceeding commenced to enforce a Covered Person’s right to indemnification or to recover any expenses in which the Covered Person is successful under the Maryland Statute, the Charter, the Bylaws or this Policy) or against any of its Directors, officers, employees or other Covered Persons, unless (i) the Board authorized the proceeding (or any part of any proceeding) or (ii) the Company otherwise provides specific indemnification in connection with such claim; (b) on account of such Covered Person’s conduct with respect to which it shall be determined by final judgment by a court having jurisdiction in the matter that the Covered Person (i) did not act in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, (ii) received an improper personal benefit in money, property or services, or (iii) with respect to any criminal action or proceeding, had reasonable cause to believe the conduct was unlawful; (c) in connection with any pending or completed action, suit, arbitration, investigation, inquiry, administrative hearing or any other actual or threatened proceeding (or any part of any such proceeding) by or in the right of the Company if the Covered Person shall have been determined by final judgment by a court having jurisdiction in the matter to be liable to the Company and its stockholders; (d) if and to the extent such Covered Person has otherwise actually received payment of the amounts otherwise indemnifiable hereunder under any insurance policy, agreement, vote or otherwise, or (d) if it shall be determined by final judgment by a court having jurisdiction in the matter that such indemnification is not lawful.

3.         Advancement of Expenses.  (a) The reasonable costs, charges and expenses (including any attorney’s fees) incurred by a Covered Person in defending or investigating a threatened or pending action, suit or proceeding, whether civil, criminal administrative or investigative, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, upon receipt of (i) a written affirmation of the Covered Person’s good faith belief that the applicable standard of conduct set forth in the Charter, MGCL and the Bylaws, as applicable, required for indemnification by the Company has been satisfied by the Covered Person, and (ii) a written undertaking by such Covered Person to repay such amount if it ultimately shall be determined that such Covered Person is not entitled to be indemnified by the Company as provided in this Policy or otherwise.  No bond or other security shall be required.  This Section 3 shall not apply to any claim made by Covered Person for which indemnity is excluded pursuant to Section 2.

(b)  The Company shall advance pursuant to Section 3(a) the reasonable

3

costs, charges and expenses (including attorney’s fees) incurred by a Covered Person in connection with any action, suit or proceeding after receipt of the undertaking by or on behalf of such Covered Person as provided in Section 3(a) and within sixty (60) days after the receipt by the Company of a written statement or statements requesting such advances from time to time, whether prior to or after final disposition of any proceeding.  Advances shall be interest-free and shall be made without regard to the Covered Person’s ability to repay such advances.  Advances shall include any and all reasonable costs, charges and expenses (including attorney’s fees) incurred pursuing an action to enforce such right to receive advances.

4.         Insurance.  The Company may purchase and maintain insurance on behalf of any person who is or was a Director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of any other enterprise against any liability asserted against and incurred by such person in any such capacity, or arising out of the person’s status as such, whether or not the Company would have the power or the obligation to indemnify such person against such liability under the provisions of the Maryland Statute, the Charter, the Bylaws or this Policy.  To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, each Covered Person will be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Director or officer of the Company.  The Company may, but shall not be required to, create a trust fund, grant a security interest or use other means including, without limitation, a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Policy.

5.         Nonexclusivity.  The indemnification and advancement of  expenses mandated or permitted by, or granted pursuant to, this Policy shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Maryland Statute, the Charter, the Bylaws or any agreement, contract, vote of stockholders or of disinterested Directors of the Company, or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise for actions or inactions by the person in any capacity.  The provisions of this Policy shall not be deemed to preclude the indemnification of any person who is not specified in this Policy, but whom the Company has the power or obligation to indemnify under Maryland law or otherwise.

6.         Subrogation. In the event of any payment to a Covered Person under this Policy or the Charter or the Bylaws, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of such Covered Person against other persons or entities (other than such Covered Person’s successors).  Such Covered Person will execute all papers reasonably required by the Company to evidence such rights of recovery and take all action reasonably requested by the Company as necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights, and all of such Covered Person’s reasonable costs, charges and expenses (including attorney’s fees) related thereto shall be reimbursed

4

by, or, at the Covered Person’s option, advanced by the Company.

7.         Repeal, Amendment or Modification.  (a) Any repeal, amendment or modification of this Policy, or of any provision of the Charter or the Bylaws relating to indemnification or advancement of expenses, shall not affect any rights or obligations then existing between the Company and any Covered Person referred to herein with respect to any state of facts then or theretofore existing or proceeding theretofore or thereafter brought based in whole or in part upon such state of facts.  Without limiting the generality of the foregoing, the right to indemnification or advancement of expenses under any provision of this Policy, the Charter or the Bylaws shall not be eliminated or impaired as to any Covered Person by any amendment to such provision after the occurrence of the act or omission to which the indemnification or advancement relates or could relate, unless (i) the provision in this Policy, the Charter or the Bylaws contains, at the time of the act or omission, an express authorization of such elimination or impairment and (ii) such elimination or impairment is expressly consented to by each such Covered Person that would be affected thereby.

(b)  If the Charter or the Bylaws (or any agreement that supersedes or replaces the Charter or the Bylaws) or the MGCL (or any statutory provision superseding or replacing the MGCL) is amended after the date of adoption of this Policy to further expand the indemnifications or rights to advancement of expenses permitted to Directors and officers of the Company, then the Company shall indemnify its Directors and officers to the full extent provided in such superseding or replacement agreement and to the full extent permitted by such superseding or replacement statute.

8.         Severability.  The agreements and provisions contained in this Policy are severable and divisible, no such agreement or provision depends upon any other provision or agreement for its enforceability, each such agreement and provision set forth herein constitutes an enforceable obligation of the Company and the Company agrees that neither the invalidity nor the unenforceability of any provision of this Policy shall affect the other provisions hereof, and this Policy shall remain in full force and effect and be construed in all respects as if such invalid or unenforceable provision were omitted.

9.         Beneficiaries, Survival and Enforcement.  The rights to indemnification and advancement of expenses  provided by, or granted pursuant to, this Policy and the Charter and Bylaws shall commence for the benefit of each person who is Covered Person from the date such person become a Covered Person and shall continue for the benefit of a Covered Person who ceases to be a Director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of the Company or who ceases to serve at the request of the Company as a director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of another enterprise and, in each case, shall inure to the benefit of the heirs, executors and administrators of such person.  This Policy and the obligations of the Company hereunder has been adopted for the benefit of, and may be enforced against the Company by, any person referred to in this Section 9 to the same extent and with the same effects as a contract entered into for good and valuable consideration between the Company and any such person.

5

10.       Business Combinations. For the purposes of this Policy, references to “the Company” shall include, in addition to the resulting company, any constituent company (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, trustees, administrators, partners, members, fiduciaries, employees or agents, so that any person who is or was a director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of such constituent company, or is or was serving at the request of such constituent company as a director, officer, manager, trustee, administrator, partner, member, fiduciary, employee or agent of another enterprise, shall stand in the same position under the provisions of this Policy with respect to the resulting or surviving company as such person would have with respect to such constituent company if its separate existence had continued.

11.              Governing Law.  THIS POLICY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT MIGHT PROVIDE FOR THE APPLICATION OF OTHER LAWS.

6

XML

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value Disclosures

Schedule of Fair Value Measurements of Assets and Liabilities

				Fair Value Measurements at December 31, 2012 Using:
				Quoted Prices in
				Active Markets for		Significant Other		Unobservable
				Identical Assets		Observable Inputs		Inputs
Description		Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds		$	231	$	231	$	-	$	-
Derivative assets			1,745		-		25		1,720
	Total	$	1,976	$	231	$	25	$	1,720
Redeemable Noncontrolling Interest and Liabilities:
Redeemable noncontrolling interest		$	7,531	$	-	$	-	$	7,531
Derivative liabilities			24,578		-		24,578		-
	Total	$	32,109	$	-	$	24,578	$	7,531

				Fair Value Measurements at December 31, 2011 Using:
				Quoted Prices in
				Active Markets for		Significant Other		Unobservable
				Identical Assets		Observable Inputs		Inputs
Description		Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Other securities		$	233	$	-	$	-	$	233
Money market funds			35		35		-		-
	Total	$	268	$	35	$	-	$	233
Redeemable Noncontrolling Interest and Liabilities:
Redeemable noncontrolling interest		$	7,700	$	-	$	-	$	7,700
Derivative liabilities			4,175		-		4,175		-
	Total	$	11,875	$	-	$	4,175	$	7,700

Schedule Of Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis

			Fair Value Measurements Using
			Significant Unobservable Inputs (Level 3 Only)
			Year Ended December 31, 2012								Year Ended December 31, 2011
			Assets								Assets
									Redeemable								Redeemable
			Other		Derivative		Total		Noncontrolling		Other		Derivative		Total		Noncontrolling
			Securities		Assets		Assets		Interest		Securities		Assets		Assets		Interest
Beginning balance			$	233	$	-	$	233	$	7,700	$	263	$	-	$	263	$	7,546
	Total gains or losses (realized and unrealized):
		Included in earnings		10		80		90		40		(20)		-		(20)		1,923
		Included in other comprehensive (loss) income		(7)		-		(7)		6		(10)		-		(10)		(5)
	Settlements			(236)		-		(236)		-		-		-		-		-
	Acquired due to Merger			-		1,640		1,640		-		-		-		-		-
	Distributions paid			-		-		-		(1,055)		-		-		-		(1,309)
	Redemption value adjustment			-		-		-		840		-		-		-		(455)
	Amortization and accretion
Ending balance			$	-	$	1,720	$	1,720	$	7,531	$	233	$	-	$	233	$	7,700
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date			$	-	$	80	$	80	$	-	$	(20)	$	-	$	(20)	$	-

Schedule Of Other Financial Instruments In Carrying Values And Fair Values

			December 31, 2012				December 31, 2011
		Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Non-recourse debt	(a)	3	$	1,715,397	$	1,727,985	$	356,209	$	361,948
Senior Credit Facility		2		253,000		253,000		233,160		233,160
Deferred acquisition fees receivable	(b)	3		28,654		33,632		29,410		31,638

Schedule Of Fair Value Impairment Charges Using Unobservable Inputs Nonrecurring Basis

		Year Ended December 31, 2012				Year Ended December 31, 2011				Year Ended December 31, 2010
		Total Fair Value		Total Impairment		Total Fair Value		Total Impairment		Total Fair Value		Total Impairment
		Measurements		Charges		Measurements		Charges		Measurements		Charges
Impairment Charges from Continuing Operations:
Real estate	(a)	$	-	$	-	$	380	$	243	$	-	$	-
(do not use) Net investments in properties
Operating real estate	(b)		5,002		10,467		-		-		-		-
Net investments in direct financing leases	(c)		-		-		-		(1,608)		3,548		1,140
Equity investments in real estate	(d)		17,140		9,910		1,554		206		22,846		1,394
			22,142		20,377		1,934		(1,159)		26,394		2,534
Impairment Charges from Discontinued Operations:
Real estate	(a)		39,642		12,495		42,207		11,838		11,662		14,241
Net investments in properties
Intangible assets
		$	61,784	$	32,872	$	44,141	$	10,679	$	38,056	$	16,775

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Income Taxes (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Deferred Tax Assets
Unearned and deferred compensation	$ 17,272	$ 12,598
Other	10,832	3,465
Deferred tax asset, gross	28,104	16,063
Deferred Tax Liability
Receivable from affiliates	(13,251)	(14,378)
Investments	(31,598)	(45,812)
Other	(583)	0
Deferred tax liability, gross	(45,432)	(60,190)
Net deferrred tax asset (liability)	$ (17,328)	$ (44,127)

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Business (Narratives) (Details) (USD $)	Dec. 31, 2012 property sqft tenant	Sep. 13, 2012
Business and Basis of Presentation
Number of tenants	124
Additional disclosures
Square footage of all real estate properties	38,500,000
Number of real estate properties	423
Common stock, per share value		$ 0.0001
Shares outstanding		40,396,245
Self storage and Hotel
Additional disclosures
Square footage of all real estate properties	800,000
Hotel
Additional disclosures
Number of real estate properties	1
Self Storage
Additional disclosures
Number of real estate properties	21
Owned and Managed Reits
Additional disclosures
Number of real estate properties	1,007

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Selected Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2012

Quarterly Disclosures

Schedule Of Quarterly Financial Information

				Three Months Ended
				March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012
Revenues			(a) (b)	$	68,378	$	67,182	$	70,377	$	168,058
Expenses			(a)		56,693		59,005		85,889		123,615
Net income					11,669		31,230		2,226		17,654
	Add: Net loss (income) attributable to noncontrolling interests				578		480		325		(1,990)
	Add: Net loss (income) attributable to redeemable
		noncontrolling interests			43		67		37		(187)
Net income attributable to W. P. Carey					12,290		31,777		2,588		15,477
Earnings per share attributable to W. P. Carey:
	Basic				0.30		0.78		0.06		0.22
	Diluted				0.30		0.77		0.06		0.22
Distributions declared per share					0.565		0.567		0.650		0.660
				Three Months Ended
				March 31, 2011		June 30, 2011		September 30, 2011		December 31, 2011
Revenues			(a) (c)	$	75,165	$	115,735	$	75,913	$	60,971
Expenses			(a)		48,346		52,283		51,626		50,218
Net income					23,616		81,060		25,258		9,204
	Add: Net loss attributable to noncontrolling interests				330		384		581		569
	Add: Net income attributable to redeemable
		noncontrolling interests			(603)		(1)		(637)		(682)
Net income attributable to W. P. Carey					23,343		81,443		25,202		9,091
Earnings per share attributable to W. P. Carey:
	Basic				0.58		2.02		0.62		0.22
	Diluted				0.58		1.99		0.62		0.22
Distributions declared per share					0.512		0.550		0.560		0.563

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Schedule II - Valuation and Qualifying Accounts (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2010	Dec. 31, 2009
Movement In Valuation Allowances And Reserves
Balance at beginning of year	$ 0	$ 0	$ 0
Other Additions	11,915
Deductions	0
Balance at end of year	11,915	0	0
Valuation reserve for deferred tax assets
Movement In Valuation Allowances And Reserves
Balance at beginning of year	0	0	0
Other Additions	11,915
Deductions	0
Balance at end of year	$ 11,915	$ 0	$ 0

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Finance Receivables (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012 tenant	Dec. 31, 2011
Credit Quality Of Finanace Receivables
Number of tenants	124
Net investments in direct financing leases (inclusive of amounts attributable to consolidated VIEs of $23,921 and $0, respectively)	$ 376,005	$ 58,000
Internally Assigned Grade1
Credit Quality Of Finanace Receivables
Number of tenants	3	8
Net investments in direct financing leases (inclusive of amounts attributable to consolidated VIEs of $23,921 and $0, respectively)	46,398	46,694
Internally Assigned Grade2
Credit Quality Of Finanace Receivables
Number of tenants	4	2
Net investments in direct financing leases (inclusive of amounts attributable to consolidated VIEs of $23,921 and $0, respectively)	49,764	11,306
Internally Assigned Grade3
Credit Quality Of Finanace Receivables
Number of tenants	8
Net investments in direct financing leases (inclusive of amounts attributable to consolidated VIEs of $23,921 and $0, respectively)	257,281
Internally Assigned Grade4
Credit Quality Of Finanace Receivables
Number of tenants	4
Net investments in direct financing leases (inclusive of amounts attributable to consolidated VIEs of $23,921 and $0, respectively)	22,562
Internally Assigned Grade5
Credit Quality Of Finanace Receivables
Number of tenants
Net investments in direct financing leases (inclusive of amounts attributable to consolidated VIEs of $23,921 and $0, respectively)	$ 0

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Schedule III - Real Estate and Accumulated Depreciation (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Real Estate Under Operating Leases
Schedule Of Real Estate
Balance at beginning of year	$ 646,482	$ 560,592	$ 525,607
Additions/capital expenditures	1,777,443	107,484	67,787
Dispositions	(75,548)	(22,106)	(18,896)
Foreign currency translation adjustment	13,263	(1,837)	(2,142)
Reclassification from (to) equity investment, direct financing lease, intangible assets or assets held for sale	(17,681)	20,105	1,790
Deconsolidation of real estate asset		(5,938)
Impairment charges	(12,346)	(11,818)	(13,554)
Balance at end of year	2,331,613	646,482	560,592
Reconciliation of Real Estate Accumulated Depreciation
Balance at beginning of year	118,054	108,032	100,247
Depreciation expense	24,302	15,179	13,437
Dispositions	(22,947)	(5,785)	(5,000)
Foreign currency translation adjustment	358	(396)	(839)
Reclassification from (to) equity investment, direct financing lease, intangible assets or assets held for sale	(3,692)	2,339	187
Deconsolidation of real estate asset		(1,315)
Balance at end of year	116,075	118,054	108,032
Operating Real Estate
Schedule Of Real Estate
Balance at beginning of year	109,875	109,851	85,927
Additions/capital expenditures	295	24	23,924
Impairment charges	(10,467)	0	0
Balance at end of year	99,703	109,875	109,851
Reconciliation of Real Estate Accumulated Depreciation
Balance at beginning of year	17,121	14,280	12,039
Depreciation expense	2,872	2,841	2,241
Balance at end of year	$ 19,993	$ 17,121	$ 14,280

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Summary of Significant Accounting Policies (Narratives) (Details) (USD $)

12 Months Ended

1 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Dec. 31, 2012

Building and related improvements

Maximum

Dec. 31, 2012

Furniture, fixtures and equipment

Maximum

Dec. 31, 2012

Gain on sales of real estate

Dec. 31, 2012

Net income

Dec. 31, 2011

Net investments in direct financing lease

Dec. 31, 2011

Operating Real Estate

Dec. 31, 2011

Lease revenue

Dec. 31, 2011

Impairment charges

Dec. 31, 2011

Deprecation expense

Dec. 31, 2011

Other Real Estate Income

Apr. 30, 2010

CWI

Aug. 31, 2012

Hotel

Related Party Transaction [Line Items]

Ownership Interest In Subsidiary

100.00%

Maximum Offering Amount

$ 1,000,000,000

Amount From Dividend Reinvestment Plan

237,500,000

Revenues

Real estate taxes

18,700,000

6,400,000

7,700,000

Foreign currency gain loss

Foreign curreny transaction gain, net of tax

(600,000)

400,000

(100,000)

Prior Period Adjustment

Quantifying Misstatement in Current Year Financial Statements, Amount

$ 200,000

$ 2,000,000

$ 2,500,000

$ 17,600,000

$ (17,900,000)

$ 900,000

$ (1,600,000)

$ 2,200,000

$ 17,900,000

Property PlantAnd Equipment

Fixed asset useful life

40 years 0 months 0 days

7 years 0 months 0 days

Accounting Changes

Out-of-Period Adjustments

During 2012, we identified errors in the consolidated financial statements related to prior years. The errors were primarily attributable to the misapplication of guidance in accounting for and clerical errors related to the expropriation of land related to two investments and our reimbursement of certain affiliated costs. We concluded that these adjustments were not material, individually or in the aggregate, to our results for this or any of the prior periods, and as such, we recorded an out-of-period adjustment to increase our income from operations by $2.5 million within continuing operations primarily attributable to an increase in Gain on sale of real estate of $2.0 million in the consolidated statement of income.

In 2011, we identified an error in the consolidated financial statements related to prior years. The error relates to the misapplication of accounting guidance related to the modifications of certain leases. We concluded this adjustment, with a net impact of $0.2 million on our statement of operations for the fourth quarter of 2011, was not material to our results for the prior year periods or to the period of adjustment. Accordingly, this cumulative change was recorded in the consolidated financial statements in the fourth quarter of 2011 as an out-of-period adjustment as follows: a reduction to Net investment in direct financing leases of $17.6 million and an increase in net Operating real estate of $17.9 million on the consolidated balance sheet; and an increase in Lease revenues of $0.9 million, a reduction of Impairment charges of $1.6 million, and an increase in Depreciation expense of $2.2 million on the consolidated statement of operations.

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Intangible assets and Goodwill (Details 1) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2012
Lease Intangibles:
Finite-lived intangible assets acquired	$ 697,372	$ 703,484
Amortizable and Unmortizable Intangible Liabilities Acquired
Amortizable and unmortizable intangible liabilities acquired	(102,919)	(103,716)
Measurement Period Adjustment
Lease Intangibles:
Finite-lived intangible assets acquired		6,112
Amortizable and Unmortizable Intangible Liabilities Acquired
Amortizable and unmortizable intangible liabilities acquired		(797)
Below-market rent
Lease Intangibles:
Acquired intangible assets/liability weighted-average life		29 years 10 months 24 days
Amortizable and Unmortizable Intangible Liabilities Acquired
Amortizable and unmortizable intangible liabilities acquired	(79,312)	(80,423)
Acquired intangible assets/liability weighted-average life		29 years 10 months 24 days
Below-market rent | Measurement Period Adjustment
Amortizable and Unmortizable Intangible Liabilities Acquired
Amortizable and unmortizable intangible liabilities acquired		(1,111)
Below-market purchase option
Amortizable and Unmortizable Intangible Liabilities Acquired
Amortizable and unmortizable intangible liabilities acquired	(16,711)	(16,397)
Below-market purchase option | Measurement Period Adjustment
Amortizable and Unmortizable Intangible Liabilities Acquired
Amortizable and unmortizable intangible liabilities acquired		314
Above-market ground lease
Lease Intangibles:
Acquired intangible assets/liability weighted-average life		11 years 9 months 18 days
Amortizable and Unmortizable Intangible Liabilities Acquired
Amortizable and unmortizable intangible liabilities acquired	(6,896)	(6,896)
Acquired intangible assets/liability weighted-average life		11 years 9 months 18 days
In-place lease
Lease Intangibles:
Finite-lived intangible assets acquired	413,198	418,520
Acquired intangible assets/liability weighted-average life		12 years 10 months 24 days
Amortizable and Unmortizable Intangible Liabilities Acquired
Acquired intangible assets/liability weighted-average life		12 years 10 months 24 days
In-place lease | Measurement Period Adjustment
Lease Intangibles:
Finite-lived intangible assets acquired		5,322
Above-market rent
Lease Intangibles:
Finite-lived intangible assets acquired	284,174	284,964
Acquired intangible assets/liability weighted-average life		11 years 8 months 12 days
Amortizable and Unmortizable Intangible Liabilities Acquired
Acquired intangible assets/liability weighted-average life		11 years 8 months 12 days
Above-market rent | Measurement Period Adjustment
Lease Intangibles:
Finite-lived intangible assets acquired		$ 790

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Equity (Details 4) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Income
Unrealized gain on marketable securities	$ 31	$ 37
Unrealized loss on derivative instrument	(6,029)	(5,246)
Foreign currency translation adjustment	1,349	(3,298)
Accumulated other comprehensive loss	$ (4,649)	$ (8,507)

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Discountinued Operation (Tables)

12 Months Ended

Dec. 31, 2012

Discontinued Operations

Schedule Of Disposal Groups Including Discontinued Operations Income Statement Balance Sheet And Additional Disclosures

	Years Ended December 31,
	2012		2011		2010
Revenues	$	5,438	$	10,897	$	14,923
Expenses		(4,516)		(9,531)		(10,026)
Gain on deconsolidation of a subsidiary		-		1,008		-
(Loss) gain on sale of real estate		(5,019)		(3,391)		460
Impairment charges		(12,495)		(11,838)		(14,241)
Loss from discontinued operations	$	(16,592)	$	(12,855)	$	(8,884)

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Merger with CPA 15 (Tables)

12 Months Ended

Dec. 31, 2012

REIT Reorganization and Merger

Schedule of Merger Activity

		Initially Reported		Measurement		As Revised at
		at September 30, 2012		Period Adjustments		December 31, 2012
Total Consideration
	Fair value of W. P. Carey shares of common stock issued	$	1,380,362	$	-	$	1,380,362
	Cash consideration paid		152,356		-		152,356
Merger Consideration			1,532,718		-		1,532,718
	Fair value of our equity interest in CPA®:15 prior to the Merger		107,147		-		107,147
	Fair value of our equity interest in jointly-owned investments with CPA®:15 prior to the Merger		54,822		-		54,822
		$	1,694,687	$	-	$	1,694,687
Assets Acquired at Fair Value
	Net investment in properties	$	1,758,372	$	4,500	$	1,762,872
	Net investment in direct financing leases		315,789		-		315,789
	Equity investments in real estate		164,886		1,361		166,247
	Intangible assets (Note 8)		694,411		899		695,310
	Cash and cash equivalents		178,945		-		178,945
	Other assets		83,838		(2,088)		81,750
			3,196,241		4,672		3,200,913
Liabilities Assumed at Fair Value
	Non-recourse debt		(1,350,755)		-		(1,350,755)
	Accounts payable, accrued expenses and other liabilities (including below-market rent intangibles of $102,155)		(187,712)		917		(186,795)
	Prepaid and deferred rental income and security deposits
			(1,538,467)		917		(1,537,550)
Total identifiable net assets			1,657,774		5,589		1,663,363
Amounts attributable to noncontrolling interests			(238,038)		679		(237,359)
Goodwill			274,951		(6,268)		268,683
		$	1,694,687	$	-	$	1,694,687

Pro Forma Financial Information

			2012		2011
Pro forma total revenues			$	536,971	$	551,311
Pro forma income attributable to W. P. Carey stockholders			$	130,129	$	119,133
Pro forma earnings per share:		(a)
	Basic		$	1.89	$	1.73
	Diluted		$	1.87	$	1.72
Pro forma weighted average shares:		(b)
	Basic			68,382,378		67,990,118
	Diluted			69,071,391		68,268,738

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Intangible assets and Goodwill (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended							12 Months Ended
	Dec. 31, 2012	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2012 Investment Management	Dec. 31, 2011 Investment Management	Dec. 31, 2010 Investment Management	Dec. 31, 2009 Investment Management	Dec. 31, 2012 Real Estate Ownership	Dec. 31, 2010 Real Estate Ownership	Dec. 31, 2009 Real Estate Ownership
Goodwill Rollforward
Balance - beginning of period	$ 63,607	$ 63,607	$ 63,607	$ 63,607	$ 63,607	$ 63,607	$ 63,607	$ 0	$ 0	$ 0
Acquisition of CPA 15	268,683							268,683
Allocation of goodwill to dispositions of properties within the reporting unit	(3,158)							(3,158)
Balance - end of period	$ 329,132	$ 63,607	$ 63,607	$ 63,607	$ 63,607	$ 63,607	$ 63,607	$ (265,525)	$ 0	$ 0

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Segment Reporting (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Segment Reporting Information Profit Loss
Revenues	$ 168,058	$ 70,377	$ 67,182	$ 68,378	$ 60,971	$ 75,913	$ 115,735	$ 75,165	$ 373,995	$ 327,784	$ 260,645
Operating expenses	(123,615)	(85,889)	(59,005)	(56,693)	(50,218)	(51,626)	(52,283)	(48,346)	(325,202)	(202,473)	(169,029)
Interest expense									(50,573)	(21,770)	(15,636)
Other, net									87,287	85,607	32,690
Provision for income taxes									(6,783)	(37,214)	(25,814)
Income from continuing operations, net of tax									78,724	151,934	82,856
Segment Reporting Asset Balances
Assets	4,609,042				1,462,623				4,609,042	1,462,623
Long-Lived Assets	4,306,251				1,343,890				4,306,251	1,343,890
Real Estate Ownership
Segment Reporting Information Profit Loss
Revenues									150,815	85,137	68,755
Operating expenses									(118,152)	(44,901)	(35,346)
Interest expense									(50,573)	(21,770)	(15,636)
Other, net									83,409	82,912	30,131
Provision for income taxes									(4,012)	(2,243)	(2,154)
Income from continuing operations, net of tax									61,487	99,135	45,750
Segment Reporting Asset Balances
Assets	4,484,821				1,334,066				4,484,821	1,334,066	1,048,405
Long-Lived Assets	4,236,993				1,273,521				4,236,993	1,273,521	1,034,745
Foreign Properties | Real Estate Ownership
Segment Reporting Information Profit Loss
Revenues									30,113	9,729	7,706
Operating expenses									(2,520)	(4,859)	(3,742)
Interest expense									(11,531)	(1,695)	(1,742)
Other, net									6,606	6,176	3,943
Provision for income taxes									(1,315)	(108)	(30)
Income from continuing operations, net of tax									21,353	9,243	6,135
Segment Reporting Asset Balances
Assets	956,903				75,522				956,903	75,522	82,987
Long-Lived Assets	875,796				70,047				875,796	70,047	73,447
Domestic properties | Real Estate Ownership
Segment Reporting Information Profit Loss
Revenues									120,702	75,408	61,049
Operating expenses									(115,632)	(40,042)	(31,604)
Interest expense									(39,042)	(20,075)	(13,894)
Other, net									76,803	76,736	26,188
Provision for income taxes									(2,697)	(2,135)	(2,124)
Income from continuing operations, net of tax									40,134	89,892	39,615
Segment Reporting Asset Balances
Assets	3,527,918				1,258,544				3,527,918	1,258,544	965,418
Long-Lived Assets	$ 3,361,197				$ 1,203,474				$ 3,361,197	$ 1,203,474	$ 961,298

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Equity Investment in Real Estate and the Managed REITs (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Investmens in REITs
Equity method investments	$ 565,626	$ 538,749
CPA 16 - Global
Investmens in REITs
Equity method investments		28,300
Managed REITs
Investmens in REITs
Equity method investments	353,145	454,012
Managed REITs | CPA 15
Investmens in REITs
Equity method investment, ownership percentage		7.70%
Equity method investments	0	93,650
Managed REITs | CPA 16 - Global
Investmens in REITs
Equity method investment, ownership percentage	18.30%	17.90%
Equity method investments	313,441	338,964
Managed REITs | CPA 17 - Global
Investmens in REITs
Equity method investment, ownership percentage	1.30%	0.90%
Equity method investments	38,977	21,277
Managed REITs | CWI
Investmens in REITs
Equity method investment, ownership percentage	0.40%	0.50%
Equity method investments	$ 727	$ 121

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Risk Management and Use of Derivative Financial Instruments (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss) Activity
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	$ (2,262)	$ (3,564)	$ (45)
Interest rate swap
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss) Activity
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	(1,059)	(3,564)	(45)
Interest rate cap
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss) Activity
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	277
Foreign currency contracts
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss) Activity
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	$ (1,480)

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Merger with CPA 15 (Details 1) (CPA 15, USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Sep. 30, 2012	Sep. 28, 2012
Total Consideration:
Fair value of WP Carey common shares issued	$ 1,380,362	$ 1,380,362	$ 1,380,362
Cash consideration paid	152,356	152,356	152,356
Merger Consideration	1,532,718	1,532,718
Fair value of W. P. Carey & Co. LLC equity interest in CPA:15 prior to the Merger	107,147	107,147	107,147
Fair value of W. P. Carey & Co. LLC equity interest in jointly-owned investments with CPA:15 prior to the Merger	54,822	54,822	54,822
Total consideration	1,694,687	1,694,687
Assets Acquired at fair value:
Net investment in properties	1,762,872	1,758,372	1,762,872
Net investment in direct finanacing lease	315,789	315,789	315,789
Equity investments in real estate	166,247	164,886	166,247
Intangible assets	695,310	694,411	695,310
Cash and cash equivalents	178,945	178,945	178,945
Other assets, net	81,750	83,838	81,750
Total assets acquired	3,200,913	3,196,241
Liabilities assumed at fair value:
Non-recourse and limited recourse debt	(1,350,755)	(1,350,755)
Accounts payable, accrued expenses and other liabilities	(186,795)	(187,712)	(186,795)
Total liabilities assumed	(1,537,550)	(1,538,467)
Net identifiable assets acquired at fair value	1,663,363	1,657,774
Amount attributable to noncontrolling interest	(237,359)	(238,038)	(237,359)
Goodwill	268,683	274,951	268,683
Measurement Period Adjustment
Assets Acquired at fair value:
Net investment in properties	4,500
Equity investments in real estate	1,361
Intangible assets	899
Other assets, net	(2,088)
Total assets acquired	4,672
Liabilities assumed at fair value:
Accounts payable, accrued expenses and other liabilities	917
Total liabilities assumed	917
Net identifiable assets acquired at fair value	5,589
Amount attributable to noncontrolling interest	679
Goodwill	$ (6,268)

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Stock-Based Compensation and Other Compensation (Details 3) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Restricted Stock And Units RSU
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Nonvested, beginning balance - shares	624,793	263,820	381,878
Granted - shares	274,420	541,890	156,682
Vested - shares	(268,683)	(162,437)	(175,225)
Forfeited - shares	(36,336)	(18,480)	(99,515)
Adjustments - shares	0	0	0
Novested, ending balance - shares	594,194	624,793	263,820
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Novested, beginning balance, weighted average grant date fair value	$ 33.26	$ 28.42	$ 28.87
Granted, weighted average grant date fair value	$ 41.41	$ 34.65	$ 28.34
Vested, weighted average grant date fair value	$ 32.56	$ 30.48	$ 28.58
Forfeited, weighted average grant date fair value	$ 36.33	$ 29.32	$ 29.75
Adjustments, weighted average grant date fair	$ 0	$ 0	$ 0
Novested, weighted average grant date fair value	$ 37.15	$ 33.26	$ 28.42
PSU Awards
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares
Nonvested, beginning balance - shares	673,428	243,994	170,375
Granted - shares	314,400	291,600	159,250
Vested - shares	(235,189)	(48,925)	0
Forfeited - shares	(49,494)	(14,055)	(65,725)
Adjustments - shares	296,368	200,814	(19,906)
Novested, ending balance - shares	999,513	673,428	243,994
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value
Novested, beginning balance, weighted average grant date fair value	$ 36.30	$ 36.18	$ 32.33
Granted, weighted average grant date fair value	$ 42.28	$ 46.66	$ 36.16
Vested, weighted average grant date fair value	$ 23.66	$ 39.78	$ 0
Forfeited, weighted average grant date fair value	$ 33.96	$ 42.14	$ 36.26
Adjustments, weighted average grant date fair	$ 26.01	$ 22.65	$ 28.49
Novested, weighted average grant date fair value	$ 34.55	$ 36.30	$ 36.18

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Equity Investment in Real Estate and the Managed REITs (Details 5) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Investmens in REITs
Equity method investments	$ 565,626	$ 538,749
Real Estate Investments
Investmens in REITs
Equity method investments	212,481	84,737
Carrefour France SAS | Real Estate Investments
Investmens in REITs
Equity method investments		20,014
Advanced Micro Devices | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	33.00%
Equity method investments	23,667
Builders FirstSource, Inc. | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	40.00%
Equity method investments	5,138
C1000 Logestiek Vastgoed B.V. | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	15.00%
Equity method investments	14,929
Del Monte Corporation | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	50.00%
Equity method investments	8,318
The Upper Deck Company | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	50.00%
Equity method investments	7,198
Waldaschaff Automotive GmbH and Wagon Automotive Nagold GmbH | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	33.00%
Equity method investments	6,323
The Talaria Company (Hinckley) | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	30.00%
Equity method investments	7,702
PETsMart, Inc. | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	30.00%
Equity method investments	3,808
SaarOTEC | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	50.00%
Equity method investments	(116)
SchulerA.G. | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	67.00%
Equity method investments	62,006	19,958
The New York Times Company | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	18.00%
Equity method investments	20,584	19,647
Medica France, S.A. | Real Estate Investments
Investmens in REITs
Equity method investments		4,430
U.S. Airways Group, Inc. | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	75.00%
Equity method investments	7,995	7,415
Hologic, Inc. | Real Estate Investments
Investmens in REITs
Equity method investments		4,429
Childtime Childcare, Inc. | Real Estate Investments
Investmens in REITs
Equity method investments		4,419
Consolidated Systems, Inc. | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	60.00%
Equity method investments	3,278	3,387
Hellweg Die Profi-Baumarkte GmbH & Co. K.G | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	45.00%
Equity method investments	42,387	1,062
Symphony IRI Group, Inc. | Real Estate Investments
Investmens in REITs
Equity method investments		(24)
Wanbishi Archives Co. Ltd. | Real Estate Investments
Investmens in REITs
Equity method investment, ownership percentage	3.00%
Equity method investments	$ (736)

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Fair Value Measurements (Details 4) (Nonrecurring, Level 3, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Impairment Disclosure
Total fair value measurements	$ 61,784	$ 44,141	$ 38,056
Impairment charges on properties	32,872	10,679	16,775
Continuing Operations:
Impairment Disclosure
Total fair value measurements	22,142	1,934	26,394
Impairment charges on properties	20,377	(1,159)	2,534
Real Estate | Continuing Operations:
Impairment Disclosure
Total fair value measurements		380
Impairment charges on properties		243
Real Estate | Discontinued Operations:
Impairment Disclosure
Total fair value measurements	39,642	42,207	11,662
Impairment charges on properties	12,495	11,838	14,241
Operating Real Estate | Continuing Operations:
Impairment Disclosure
Total fair value measurements	5,002
Impairment charges on properties	10,467
Net Investments In Direct Financing Lease | Continuing Operations:
Impairment Disclosure
Total fair value measurements			3,548
Impairment charges on properties		(1,608)	1,140
Equity Investments In Real Estate | Continuing Operations:
Impairment Disclosure
Total fair value measurements	17,140	1,554	22,846
Impairment charges on properties	$ 9,910	$ 206	$ 1,394

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Intangible assets and Goodwill (Details 4) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Finite Lived Intangible Assets Future Amortization Expense
2013	$ 84,274
2014	79,533
2015	72,016
2016	70,050
2017	66,667
Thereafter	271,111
Amortizable intangible assets	$ 643,651

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Risk Management and Use of Derivative Financial Instruments (Narratives) (Details)			12 Months Ended
	Dec. 31, 2012 USD ($) property tenant	Dec. 31, 2011 USD ($)	Dec. 31, 2012 Interest Expense USD ($)	Dec. 31, 2012 Cash Flow Hedging USD ($)	Dec. 31, 2012 Stock warrants USD ($)	Dec. 31, 2012 Interest rate cap USD ($)	Dec. 31, 2012 Interest rate cap 1-Month LIBOR Derivatives Not in Cash Flow Hedging Relationships	Dec. 31, 2012 Interest rate cap 3-Month LIBOR Derivatives Not in Cash Flow Hedging Relationships	Dec. 31, 2012 Forward contracts USD ($)	Dec. 31, 2012 Forward contracts EUR (€)	Dec. 31, 2012 Forward contracts Derivatives Not in Cash Flow Hedging Relationships Noncontrolling Interest USD ($)	Dec. 31, 2012 CPA 16 - Global USD ($) quantity	Sep. 28, 2012 CPA 15 USD ($)
Summary of Derivative Instruments
Notional Amount										€ 50,648,000	$ 33,700,000
Fair Value	(2,067,000)			(5,800,000)	1,700,000	1,000			(2,051,000)		(4,200,000)
Debt instrument interest rate at end of period							4.20%	2.90%
Stock warrants													1,600,000
Derivative instruments gain loss reclassification from OCI to income, to be transferred			1,900,000
Maximum credit exposure	100,000
Derivative Fair Value, Gross Liability	25,700,000
Aggregate termination value of derivatives in liability position	27,300,000
Percentage geography												18.30%
Assets	$ 4,609,042,000	$ 1,462,623,000										$ 3,400,000,000
Number of real estate properties	423											498
Number of tenants	124											144

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Intangible assets and Goodwill (Narratives) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Amortizable Intangible Assets
Amortization of intangible assets	$ 24.7	$ 4.0	$ 1.3
Maximum
Amortizable Intangible Assets
Finite lived intangible assets useful life	40 years 0 months 0 days
Minimum
Amortizable Intangible Assets
Finite lived intangible assets useful life	1 year 0 months 0 days

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Equity Investment in Real Estate and the Managed REITs (Narratives) (Details) (USD $)	12 Months Ended								3 Months Ended	12 Months Ended							12 Months Ended			0 Months Ended	12 Months Ended				12 Months Ended					12 Months Ended												9 Months Ended	12 Months Ended			12 Months Ended			1 Months Ended	12 Months Ended		3 Months Ended		12 Months Ended	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011 Symphony IRI Group, Inc.	Dec. 31, 2012 Medica France, S.A.	Dec. 31, 2012 SchulerA.G.	Dec. 31, 2011 SchulerA.G.	Dec. 31, 2010 SchulerA.G.	Dec. 31, 2012 Wanbishi Archives Co. Ltd.	Dec. 31, 2012 Wanbishi Archives Co. Ltd.	Dec. 31, 2012 The New York Times Company	Dec. 31, 2011 The New York Times Company	Dec. 31, 2012 U.S. Airways Group, Inc.	Dec. 31, 2011 U.S. Airways Group, Inc.	Dec. 31, 2010 U.S. Airways Group, Inc.	Dec. 31, 2011 CPA 14	Dec. 31, 2012 CPA 15	Dec. 31, 2011 CPA 15	Dec. 31, 2010 CPA 15	May 02, 2011 CPA 16 - Global	Dec. 31, 2012 CPA 16 - Global	Dec. 31, 2011 CPA 16 - Global	Dec. 31, 2010 CPA 16 - Global	Dec. 31, 2011 CPA 16 - Global CPA14/16 Merger	Dec. 31, 2012 CPA 17 - Global	Dec. 31, 2011 CPA 17 - Global	Dec. 31, 2010 CPA 17 - Global	Dec. 31, 2012 CPA 17 - Global Wanbishi Archives Co. Ltd.	Dec. 31, 2012 CWI	Dec. 31, 2012 Managed REITs	Dec. 31, 2011 Managed REITs	Dec. 31, 2010 Managed REITs	Dec. 31, 2012 Managed REITs Discontinued Operations	Dec. 31, 2011 Managed REITs Discontinued Operations	Dec. 31, 2010 Managed REITs Discontinued Operations	Dec. 31, 2011 Managed REITs CPA14/16 Merger	Dec. 31, 2011 Managed REITs CPA 14 CPA14/16 Merger	Dec. 31, 2012 Managed REITs CPA 15	Dec. 31, 2011 Managed REITs CPA 15	Dec. 31, 2012 Managed REITs CPA 16 - Global	Dec. 31, 2011 Managed REITs CPA 16 - Global	Sep. 30, 2011 Managed REITs CPA 16 - Global CPA14/16 Merger	Dec. 31, 2011 Managed REITs CPA 16 - Global CPA14/16 Merger	Dec. 31, 2012 Managed REITs CPA 17 - Global	Dec. 31, 2011 Managed REITs CPA 17 - Global	Dec. 31, 2011 Managed REITs CPA 17 - Global CPA14/16 Merger	Dec. 31, 2012 Managed REITs CWI	Dec. 31, 2011 Managed REITs CWI	Jun. 30, 2012 Real Estate	Dec. 31, 2012 Real Estate	Dec. 31, 2011 Real Estate Symphony IRI Group, Inc.	Jun. 30, 2012 Real Estate Investments	Mar. 31, 2011 Real Estate Investments Symphony IRI Group, Inc.	Dec. 31, 2011 Real Estate Investments Symphony IRI Group, Inc.	Jun. 30, 2012 Real Estate Investments Medica France, S.A.	Dec. 31, 2012 Real Estate Investments Medica France, S.A.	Dec. 31, 2012 Real Estate Investments Wanbishi Archives Co. Ltd.
Investmens in REITs
Asset management fees receivable, shares																					84,595				128,992				9,842
Distributions received from equity investment	$ (17,271,000)	$ 310,000	$ (4,920,000)	$ 2,600,000		$ 8,200,000	$ 2,400,000	$ 2,300,000			$ 3,200,000	$ 4,400,000	$ 2,400,000	$ 2,200,000	$ 2,500,000		$ 5,600,000	$ 6,900,000	$ 6,200,000	$ 28,300,000	$ 39,700,000	$ 18,600,000	$ 4,100,000		$ 16,200,000	$ 10,000,000	$ 4,700,000
Total Asset Percentage																					20.00%
Merger expenses	31,700,000																																			2,400,000		3,100,000				13,600,000								200,000
Gain on sale of investment properties			500,000																											35,400,000	45,400,000	30,500,000	29,600,000	16,700,000	14,600,000		78,800,000									7,400,000						(15,100,000)		(1,400,000)	(34,000,000)
Other-than-temporary impairment charges	9,910,000																				9,900,000									25,000,000	57,700,000	51,400,000	6,900,000	45,100,000	17,400,000														400,000		8,600,000		200,000
Reduction in equity investments earnings																														4,200,000	7,800,000	3,000,000
Gain from market value over consideration																																				5,000,000							28,700,000
Loss related to the early payment of non recourse loan																								2,800,000												500,000
Income from equity method investments	62,392,000	51,228,000	30,992,000		15,100,000																																																			34,000,000
Equity method investments	565,626,000	538,749,000																				28,300,000								353,145,000	454,012,000							0	93,650,000	313,441,000	338,964,000			38,977,000	21,277,000		727,000	121,000							(76,500,000)
Payments to acquire equity method investments	726,000	2,297,000							1,500,000	52,100,000																																															1,500,000
Mortgage financing cost									$ 900,000	$ 31,600,000																																															$ 900,000
Interest rate on debt									2.00%	2.00%
Mortgage Loan Term	11.5	10.4	10						5	5						8.3
Ownership Interest In Subsidiary																												97.00%

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Discontinued Operations

12 Months Ended

Dec. 31, 2012

Discontinued Operations

Discontinued Operations

Note17. Discontinued Operations

From time to time, we decide to sell a property. We may make a decision to dispose of a property when it is vacant as a result of tenants vacating space, tenants electing not to renew their leases, tenant insolvency, or lease rejection in the bankruptcy process. In such cases, we assess whether we can obtain the highest value from the property by selling it, as opposed to re-leasing it. When it is appropriate to do so, upon the evaluation of the disposition of long-lived assets, we classify the property as an asset held for sale on our consolidated balance sheet and the current and prior period results of operations of the property are reclassified as discontinued operations.

The results of operations for properties that are held for sale or have been sold and with which we have no continuing involvement are reflected in the consolidated financial statements as discontinued operations and are summarized as follows (in thousands, net of tax):

	Years Ended December 31,
	2012		2011		2010
Revenues	$	5,438	$	10,897	$	14,923
Expenses		(4,516)		(9,531)		(10,026)
Gain on deconsolidation of a subsidiary		-		1,008		-
(Loss) gain on sale of real estate		(5,019)		(3,391)		460
Impairment charges		(12,495)		(11,838)		(14,241)
Loss from discontinued operations	$	(16,592)	$	(12,855)	$	(8,884)

2012 — During the year ended December 31, 2012, we sold 13 domestic properties for $44.8million, net of selling costs, and recognized an aggregate net loss on these sales of $1.4million, excluding impairment charges of $12.5million recognized in the current year and $11.8 million and $0.5 million previously recognized during 2011 and 2010, respectively.

We also sold a property in December 2012 that we acquired in the Merger (Note 3), which was leased to BE Aerospace.We sold the property for $25.3 million, net of selling costs, and recognized a net loss on this sale of $0.5 million.

In December 2012, we entered into a contract to sell a domestic property that we acquired in the Merger for $1.4 million. We completed the sale of this property in January 2013. At December 31, 2012, this property was classified withinAssets held for sale in the consolidated balance sheet.

In connection with the sale of the properties we acquired in the Merger, we wrote off goodwill of $3.2 million related to these properties (Note 8).

2011 — During the year ended December 31, 2011, we sold seven domestic properties for $12.5 million, net of selling costs, and recognized a net loss on these sales of $3.4 million, excluding previously recognized impairment charges of less than $0.1 million and $2.7 million during the years ended December31, 2011 and 2010, respectively.

In September 2011, one of our subsidiaries consented to a court order appointing a receiver when the subsidiary stopped making payments on the non-recourse debt obligation on a property after the tenant, Career Education Institute, vacated the property. As we no longer had control over the activities that most significantly impact the economic performance of this subsidiary following possession of the property by the receiver, we deconsolidated the subsidiary during the third quarter of 2011. As of the date of deconsolidation, the property had a carrying value of $5.3 million, reflecting the impact of impairment charges totaling $5.6 million recognized during the fourth quarter of 2010, and the related non-recourse mortgage loan had an outstanding balance of $6.3 million. In connection with the deconsolidation, we recognized a gain of $1.0 million during the third quarter of 2011. We believe that our retained interest in this deconsolidated entity had no value at the date of deconsolidation.

2010 —We sold seven properties for a total of $14.6 million, net of selling costs, and recognized a net gain on these sales totaling $0.5 million, excluding impairment charges totaling $5.9 million that were previously recognized in 2010.

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Consolidated Statements of Cash Flows (Supplementals) (Narratives) (Details) (USD $)	12 Months Ended			0 Months Ended	12 Months Ended			1 Months Ended		0 Months Ended	1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	May 02, 2011 CPA 16 - Global	Dec. 31, 2012 CPA 16 - Global	Dec. 31, 2011 CPA 16 - Global	Dec. 31, 2010 CPA 16 - Global	May 31, 2011 Federal Express And Amylin	Sep. 28, 2012 CPA 15	May 02, 2011 CPA14/16 Merger	May 31, 2011 CPA14/16 Merger	Dec. 31, 2011 CPA14/16 Merger
Supplemental noncash investing and financing activities
Redemption value adjustment	$ 85,000,000
Cash per share exchage rate									$ 1.25			$ 10.50
Share per share exchange rate									$ 0.2326			$ 1.1932
Distributions received from equity investment	(17,271,000)	310,000	(4,920,000)	28,300,000	39,700,000	18,600,000	4,100,000
Shares distributed in exchage										11,113,050
Shares received in exhange										13,260,091
Nonmonetary transaction gain (loss)										2,800,000
Gain on shares from termination revenue				1,000,000
Fair value of mortgage loans assumed								87,600,000			(117,100,000)	87,600,000
Gain on change in control of interests	$ 20,744,000	$ 27,859,000	$ 781,000					$ 27,900,000			$ 27,900,000

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Debt (Tables)

12 Months Ended

Dec. 31, 2012

Debt Disclosure

Schedule of Debt

Years Ending December 31,			Total
2013			$	174,648
2014		(b)		631,345
2015				240,681
2016				87,223
2017				125,999
Thereafter through 2037				725,257
				1,985,153
Unamortized discount				(16,756)
	Total		$	1,968,397

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Equity Investment in Real Estate and the Managed REITs (Details 4) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Equity Method Investment Summarized Financial Information Income Statement
Impairment charges	$ (22,962)	$ (10,473)	$ (15,381)
Managed REITs
Equity Method Investment Summarized Financial Information Income Statement
Revenues	809,364	789,933	737,369
Expenses	(626,422)	(599,822)	(501,216)
Net Income from continuing operations	182,942	190,111	236,153
Net income (loss) attributable to the equity investments in real estate and REITs	123,815	123,479	189,155
Combined Equity Investments
Equity Method Investment Summarized Financial Information Income Statement
Revenues	108,242	118,819	146,214
Expenses	(64,453)	(75,992)	(79,665)
Impairment charges		8,602
Net Income from continuing operations	43,789	34,225	66,549
Net income (loss) attributable to the equity investments in real estate and REITs	$ 79,591	$ 34,225	$ 66,549

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Impairment Charges (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Impairment Disclosure [Line Items]
Asset Impairment Charges	$ 22,962	$ 10,473	$ 15,381
Continuing Operations:
Impairment Disclosure [Line Items]
Asset Impairment Charges	20,377	(1,159)	2,534
Continuing Operations: | Operating Expense
Impairment Disclosure [Line Items]
Asset Impairment Charges	10,467	(1,365)	1,140
Discontinued Operations:
Impairment Disclosure [Line Items]
Asset Impairment Charges	12,495	11,838	14,241
Real Estate | Continuing Operations: | Operating Expense
Impairment Disclosure [Line Items]
Asset Impairment Charges		243
Operating Real Estate | Continuing Operations: | Operating Expense
Impairment Disclosure [Line Items]
Asset Impairment Charges	10,467
Net Investments In Direct Financing Lease | Continuing Operations: | Operating Expense
Impairment Disclosure [Line Items]
Asset Impairment Charges		(1,608)	1,140
Equity Investments in Real Estate | Continuing Operations:
Impairment Disclosure [Line Items]
Asset Impairment Charges	9,910	206	1,394
Total Assets
Impairment Disclosure [Line Items]
Asset Impairment Charges	$ 32,872	$ 10,679	$ 16,775

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Equity Investment in Real Estate and the Managed REITs (Tables)

12 Months Ended

Dec. 31, 2012

Equity Investments in Real Estate and the Managed REITs

Schedule Of Income From Equity Investment

		Years Ended December 31,
		2012		2011		2010
Equity earnings from equity investments in the Managed REITs		$	5,509	$	16,928	$	10,480
Other-than-temporary impairment charges on CPA®:16 – Global operating partnership			(9,910)		-		-
Distributions of Available Cash (Note 4)			30,009		15,535		4,468
Deferred revenue earned (Note 4)			8,492		5,662		-
	Equity income from the Managed REITs		34,100		38,125		14,948
Equity earnings from other equity investments			28,292		13,103		16,044
	Total income from equity investments in real estate and the Managed REITs	$	62,392	$	51,228	$	30,992

Carrying Amount Of Investment In Funds

		% of Outstanding Shares Owned at		Carrying Amount of Investment at
Fund		December 31, 2012	December 31, 2011	December 31, 2012		(a)	December 31, 2011
CPA®:15	(b)	(c)	7.7%	$	-		$	93,650
CPA®:16 – Global	(d) (e) (f)	18.3%	17.9%		313,441			338,964
CPA®:17 – Global	(g)	1.3%	0.9%		38,977			21,277
CWI		0.4%	0.5%		727			121
				$	353,145		$	454,012

Schedule Of Financial Information Of Investment

	December 31,
	2012		2011
Assets	$	8,052,546	$	9,184,111
Liabilities		(3,959,756)		(4,896,116)
Redeemable noncontrolling interests		(21,747)		(21,306)
Noncontrolling interests		(170,140)		(330,873)
Stockholders’ equity	$	3,900,903	$	3,935,816

		Years Ended December 31,
		2012		2011		2010
Revenues		$	809,364	$	789,933	$	737,369
Expenses	(a) (b)		(626,422)		(599,822)		(501,216)
Income from continuing operations		$	182,942	$	190,111	$	236,153
Net income attributable to the Managed REITs	(c) (d)	$	123,815	$	123,479	$	189,155

Ownership Interests and Carrying Values in Equity Investments

		Ownership Interest	Carrying Value at December 31,
Lessee		at December 31, 2012	2012		2011
Schuler A.G.	(a) (b) (c) (d)	67%	$	62,006	$	19,958
Hellweg Die Profi-Baumarkte GmbH & Co. KG (Hellweg 2)	(a) (c)	45%		42,387		1,062
Advanced Micro Devices	(b) (e)	33%		23,667		-
The New York Times Company	(f)	18%		20,584		19,647
C1000 Logistiek Vastgoed B.V.	(a) (b) (e)	15%		14,929		-
Del Monte Corporation	(b) (e)	50%		8,318		-
U. S. Airways Group, Inc.	(b) (g)	75%		7,995		7,415
The Talaria Company (Hinckley)	(e)	30%		7,702		-
The Upper Deck Company	(b) (e)	50%		7,198		-
Waldaschaff Automotive GmbH and Wagon Automotive Nagold GmbH	(a) (e)	33%		6,323		-
Builders FirstSource, Inc.	(e)	40%		5,138		-
PETsMART, Inc.	(e)	30%		3,808		-
Consolidated Systems, Inc.	(b)	60%		3,278		3,387
Carrefour France, SAS	(a)	(h)		-		20,014
Médica – France, S.A.	(a)	(i)		-		4,430
Hologic, Inc.		(h)		-		4,429
Childtime Childcare, Inc.		(h)		-		4,419
Symphony IRI Group, Inc.	(j) (k) (l)	(h)		-		(24)
SaarOTEC	(a) (e) (k)	50%		(116)		-
Wanbishi Archives Co. Ltd.	(a) (k) (m)	3%		(736)		-
			$	212,481	$	84,737

Financial Information of Venture Properties

	December 31,
	2012		2011
Assets	$	1,286,294	$	1,026,124
Liabilities		(799,422)		(706,244)
Redeemable noncontrolling interest		(21,747)		(21,306)
Partners’/members’ equity	$	465,125	$	298,574

		Years Ended December 31,
		2012		2011		2010
Revenues		$	108,242	$	118,819	$	146,214
Expenses			(64,453)		(75,992)		(79,665)
Impairment charges	(b)		-		(8,602)		-
Income from continuing operations		$	43,789	$	34,225	$	66,549
Net income attributable to equity method investees	(a) (b)	$	79,591	$	34,225	$	66,549

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Consolidated Statements of Cash Flows (Supplementals) (Details 2) (USD $) In Thousands, unless otherwise specified	Sep. 28, 2012
Assets:
Net investments in properties	$ 5,340
Intangible assets and goodwill, net	(15)
Total	5,325
Liabilities:
Non-recourse debt	(6,311)
Accounts payable, accrued expenses and other liabilities	(22)
Total	$ (6,333)

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Finance Receivables (Narratives) (Details) (USD $)	12 Months Ended						12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011 Net investments in direct financing lease	Dec. 31, 2011 Impairment charges	Sep. 28, 2012 WPC/CPA 15 Merger property	Dec. 31, 2010 Net investments in direct financing lease
Finance Receivables
Proceeds from sales of DFL	$ 2,000,000
Gain (loss) on sales of DFL	(200,000)
Number of DFL acquired from Merger						15
Net investment in direct finanacing lease						(315,800,000)
Impairment charges	22,962,000	10,473,000	15,381,000				1,100,000
AR billed under DFL	200,000	100,000
Financing receivable credit quality additional information	We generally seek investments in facilities that we believe are critical to a tenant’s business and that we believe have a low risk of tenant defaults. At both ##D##D and ##D, none of our finance receivables were past due and we had not established any allowances for credit losses.
Financing receivable credit quality range of dates ratings updated	fourth quarter of 2012
Prior Period Adjustment
Quantifying Misstatement in Current Year Financial Statements, Amount		$ 200,000		$ 17,600,000	$ (1,600,000)

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Income Taxes (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Federal
Current	$ 18,142	$ 17,820	$ 17,729
Deferred	(21,167)	6,867	(2,409)
Total, Federal	(3,025)	24,687	15,320
State, Local and Foreign
Current	15,441	10,559	12,250
Deferred	(5,633)	1,968	(1,756)
Total, State, Local and Foreign	9,808	12,527	10,494
Income Tax Expense (Benefit), Continuing Operations	$ 6,783	$ 37,214	$ 25,814

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Agreements and Transactions of Related Parties (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Asset management fees
Investment Banking Advisory Brokerage And Underwriting Fees And Commissions	$ 261,681	$ 263,844	$ 196,358
CPA 14
Asset management fees
Investment Banking Advisory Brokerage And Underwriting Fees And Commissions		59,605	23,387
CPA 15
Asset management fees
Investment Banking Advisory Brokerage And Underwriting Fees And Commissions	21,563	31,489	31,172
CPA 16 - Global
Asset management fees
Investment Banking Advisory Brokerage And Underwriting Fees And Commissions	50,825	40,555	28,478
CPA 17 - Global
Asset management fees
Investment Banking Advisory Brokerage And Underwriting Fees And Commissions	173,262	124,465	112,386
CWI
Asset management fees
Investment Banking Advisory Brokerage And Underwriting Fees And Commissions	15,334	6,745
Other
Asset management fees
Investment Banking Advisory Brokerage And Underwriting Fees And Commissions	$ 697	$ 985	$ 935

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Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2012

Segment Reporting

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

		Years Ended December 31,
		2012		2011		2010
Real Estate Ownership	(a)
Revenues		$	150,815	$	85,137	$	68,755
Operating expenses	(b)		(118,152)		(44,901)		(35,346)
Interest expense			(50,573)		(21,770)		(15,636)
Other, net	(c)		83,409		82,912		30,131
Provision for income taxes			(4,012)		(2,243)		(2,154)
Income from continuing operations attributable to W. P. Carey		$	61,487	$	99,135	$	45,750
Investment Management
Revenues	(d)	$	223,180	$	242,647	$	191,890
Operating expenses	(d)		(207,050)		(157,572)		(133,683)
Other, net	(e)		3,878		2,695		2,559
Provision for income taxes			(2,771)		(34,971)		(23,660)
Income from continuing operations attributable to W. P. Carey		$	17,237	$	52,799	$	37,106
Total Company
Revenues	(d)	$	373,995	$	327,784	$	260,645
Operating expenses	(d)		(325,202)		(202,473)		(169,029)
Interest expense			(50,573)		(21,770)		(15,636)
Other, net	(c) (e)		87,287		85,607		32,690
Provision for income taxes			(6,783)		(37,214)		(25,814)
Income from continuing operations attributable to W. P. Carey		$	78,724	$	151,934	$	82,856

Reconciliation Of Assets From Segment To Consolidated

	Total Long-Lived Assets at				(f)	Total Assets at
	December 31, 2012		December 31, 2011			December 31, 2012		December 31, 2011
Real Estate Ownership	$	4,236,993	$	1,273,521		$	4,484,821	$	1,334,066
Investment Management		69,258		70,369			124,221		128,557
Total Company	$	4,306,251	$	1,343,890		$	4,609,042	$	1,462,623

Schedule Of International Investment By Segment

Year Ended December 31, 2012			Domestic		Foreign		(a)	Total
Revenues			$	120,702	$	30,113		$	150,815
Operating expenses				(115,632)		(2,520)			(118,152)
Interest expense				(39,042)		(11,531)			(50,573)
Other, net		(b) (c)		76,803		6,606			83,409
Provision for income taxes				(2,697)		(1,315)			(4,012)
	Income from continuing operations attributable to W. P. Carey		$	40,134	$	21,353		$	61,487
Total assets			$	3,527,918	$	956,903		$	4,484,821
Total long-lived assets		(d)	$	3,361,197	$	875,796		$	4,236,993
Year Ended December 31, 2011			Domestic		Foreign		(a)	Total
Revenues			$	75,408	$	9,729		$	85,137
Operating expenses				(40,042)		(4,859)			(44,901)
Interest expense				(20,075)		(1,695)			(21,770)
Other, net		(c)		76,736		6,176			82,912
Provision for income taxes				(2,135)		(108)			(2,243)
	Income from continuing operations attributable to W. P. Carey		$	89,892	$	9,243		$	99,135
Total assets			$	1,258,544	$	75,522		$	1,334,066
Total long-lived assets		(d)	$	1,203,474	$	70,047		$	1,273,521
Year Ended December 31, 2010			Domestic		Foreign		(a)	Total
Revenues			$	61,049	$	7,706		$	68,755
Operating expenses				(31,604)		(3,742)			(35,346)
Interest expense				(13,894)		(1,742)			(15,636)
Other, net		(c)		26,188		3,943			30,131
Provision for income taxes				(2,124)		(30)			(2,154)
	Income from continuing operations attributable to W. P. Carey		$	39,615	$	6,135		$	45,750
Total assets			$	965,418	$	82,987		$	1,048,405
Total long-lived assets		(d)	$	961,298	$	73,447		$	1,034,745

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Business

12 Months Ended

Dec. 31, 2012

Business and Basis of Presentation

Business

Note 1.Business

At December 31, 2012, W. P. Carey Inc.is a REIT that provides long-term financing via sale-leaseback and build-to-suit transactions for companies worldwide and manages a global investment portfolio. We invest primarily in commercial properties domestically and internationally. We earn revenue principally by leasing the properties we own to single corporate tenants, primarily on a triple-net leased basis, which requires each tenant to pay substantially all of the costs associated with operating and maintaining the property. Through our TRSs, we also earn revenue as the advisor to publicly-owned, non-listed REITs, which are sponsored by us under the Corporate Property Associates brand name and invest in similar properties. At December 31, 2012, we were the advisor to the following CPA® REITs: CPA®:16 – Global and CPA®:17 – Global,and we were the advisor to CPA®:15 until its merger with and into us on September 28, 2012(Note 3). We are also the advisor to CWI, which acquires interests in lodging and lodging-related properties. At December 31, 2012, we owned and/or managed1,007 properties domestically and internationally. Our owned portfolio was comprised of our full or partial ownership interest in 423 properties, substantially all of which were net leased to 124 tenants, and totaled approximately 38.5million square feet.In addition, through our consolidated subsidiaries, Carey Storage and Livho, we had interests in 21 self-storage propertiesand a hotel property, respectively, for an aggregate of approximately 0.8 million square feet at December 31, 2012.All references to square feet are unaudited.

We were formed as a corporation under the laws of Maryland on February 15, 2012. On February 17, 2012, our predecessor, W. P. Carey & Co. LLC, announced its intention to reorganize to qualify as a REIT for federal income tax purposes. Prior to the REIT Reorganization, our predecessor was a limited liability company formed under the laws of Delaware on July 15, 1996 and, as a limited liability company, was not subject to federal income taxation as long as it satisfied certain requirements relating to its operations and passed through any tax liabilities or benefits to its shareholders; however, certain of its subsidiaries were engaged in investment management operations and were subject to U.S. federal, state and local income taxes, and some of its subsidiaries may have also been subject to foreign taxes. On September 13, 2012, W. P. Carey & Co. LLC's shareholders approved the REIT Reorganization. In connection with the Merger, W. P. Carey & Co. LLC completed an internal reorganization whereby W. P. Carey & Co. LLC and its subsidiaries merged with and into W. P. Carey Inc. with W. P. Carey Inc. as the surviving corporation, succeeding to and continuing to operate the existing business of W. P. Carey & Co. LLC. Upon consummation of the REIT Reorganization, the 40,396,245outstanding shares of W. P. Carey & Co. LLC, no par value per share, were converted into the right to receive an equal number of shares of W. P. Carey Inc. common stock, par value $0.001 per share, which are subject to certain share ownership and transfer restrictions designed to protect our ability to remain qualifiedas a real estate investment trust. A total of 40,396,245 shares of our common stock were issued to the shareholders of W. P. Carey & Co. LLC in exchange for an aggregate of 40,396,245 shares they owned on the date of closing. Immediately after the REIT Reorganization, the shares of W. P. Carey & Co. LLC were delisted from theNYSE and the shares were canceled, and our common stock became listed on the NYSE under the same symbol, “WPC”.

The REIT Reorganization was accounted for as a transaction between entities under common control. Accordingly, the assets and liabilities of our predecessor were recognized at their carrying amounts at the date of the REIT Reorganization. As such, in the consolidated financial statements, the historical results of our predecessor are included for the pre-REIT Reorganization period and the consolidated results, which include the Merger with CPA®:15,are included subsequent to the effective date of the Merger (Note 3).

We have elected to be taxed as a REIT under Section 856 through 860 of the Internal Revenue Code effective February 15, 2012for the year ending December 31, 2012 (Note 16). As a REIT, we are not generally subject to U.S. federal income taxation as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We now hold substantially all of our real estate assets attributable to our Real Estate Ownership segment, including the assets acquired from CPA®:15 in the Merger,under the new REIT structure, while the activities conducted by our Investment Management segment subsidiaries have been organized under TRSs.

Primary ReportableSegments

Real Estate Ownership — We own and invest in commercial properties in the U.S. and the European Union that are then leased to companies, primarily on a triple-net lease basis. We may also invest in other properties if opportunities arise. We own interests in the Managed REITs and account for these interests under the equity method of accounting. In addition, we receive a percentage of distributions of Available Cash,as defined in the respective advisory agreements, from the operating partnerships of each of the Managed REITs, and earn deferred revenue from our special member interest in CPA®:16 – Global's operating partnership. Effective April 1, 2012, we include such distributions and deferred revenue in our Real Estate Ownership segment (Note 18).

Investment Management — Through our TRSs, we structure and negotiate investments and debt placement transactions for the Managed REITs, for which we earn structuring revenue, and manage their portfolios of real estate investments, for which we earn asset-based management and performance revenue. We earn asset-based management and historically we earned performance revenue from the Managed REITs based on the value of their real estate-related, self-storage-related and lodging-related assets under management. As funds available to the Managed REITs are invested, the asset base from which we earn revenue increases. We may also earn incentive and disposition revenue and receive other compensation in connection with providing liquidity alternatives to the Managed REITs' stockholders.

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Segment Reporting (Narratives) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Segment Reporting Information Profit Loss
Income from equity method investments	$ 62,392,000	$ 51,228,000	$ 30,992,000
Reimbursed costs from affiliates	98,245,000	64,829,000	60,023,000
Merger expenses	31,700,000
Medica France, S.A.
Segment Reporting Information Profit Loss
Income from equity method investments	$ 15,100,000
CPA 16 - Global | Real Estate Ownership
Segment Reporting Information Profit Loss
Percentage of total investment in REIT	6.80%

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Agreements and Transactions of Related Parties (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Structuring revenue
Unpaid deferred acquistion fees	$ 28,654	$ 29,410
Interest earned on unpaid deferred acquisition fees	$ 1,064	$ 1,332	$ 1,136

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Equity (Tables)

12 Months Ended

Dec. 31, 2012

Equity

Schedule Of Distributions Paid Per Share For Tax

	Distributions Paid on
	October 16, 2012
Ordinary income	$	0.6228
Return of capital		0.0272
Total distributions	$	0.6500

Redeemable Noncontrolling Interest

	Years Ended December 31,
	2012		2011		2010
Beginning balance	$	7,700	$	7,546	$	7,692
Redemption value adjustment		840		(455)		(471)
Net income		40		1,923		1,293
Distributions		(1,055)		(1,309)		(956)
Change in other comprehensive (loss) income		6		(5)		(12)
Ending balance	$	7,531	$	7,700	$	7,546

				Years Ended December 31,
				2012		2011		2010
Net income attributable to W. P. Carey				$	62,132	$	139,079	$	73,972
	Transfers to noncontrolling interest
		Decrease in W. P. Carey’s additional paid-in capital for purchase of 50 Rock			(154)		-		-
		Decrease in W. P. Carey’s additional paid-in capital for purchase of CheckFree Holdings, Inc.			-		(5,879)		-
			Net transfers to noncontrolling interest		(154)		(5,879)		-
	Change from net income attributable to W. P. Carey and transfers to noncontrolling interest			$	61,978	$	133,200	$	73,972

Schedule Of Accumulated Other Comprehensive Income Loss

	December 31,
	2012		2011
Unrealized gain on marketable securities	$	31	$	37
Unrealized loss on derivative instruments		(6,029)		(5,246)
Foreign currency translation adjustment		1,349		(3,298)
Accumulated other comprehensive loss	$	(4,649)	$	(8,507)

Earnings Per Share Reconciliation Table

	Years Ended December 31,
	2012		2011		2010
Net income attributable to W. P. Carey	$	62,132	$	139,079	$	73,972
Allocation of earnings to participating unvested RSUs		(535)		(2,130)		(440)
Net income – basic		61,597		136,949		73,532
Income effect of dilutive securities, net of taxes		23		1,076		724
Net income – diluted	$	61,620	$	138,025	$	74,256
Weighted average shares outstanding – basic		47,389,460		39,819,475		39,514,746
Effect of dilutive securities		689,014		278,620		493,148
Weighted average shares outstanding – diluted		48,078,474		40,098,095		40,007,894

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2012

Schedule II - Valuation and Qualifying Accounts

Schedule II - Valuation and Qualifying Accounts

W. P. CAREY INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2012, 2011 and 2010
(in thousands)
Description		Balance at Beginning of Year		Other Additions (a)		Deductions		Balance at End of Year
Year Ended December 31, 2012:
	Valuation reserve for deferred tax assets	$	-	$	11,915	$	-	$	11,915
		$	-	$	11,915	$	-	$	11,915
Year Ended December 31, 2011:
	Valuation reserve for deferred tax assets	$	-	$	-	$	-	$	-
		$	-	$	-	$	-	$	-
Year Ended December 31, 2010:
	Valuation reserve for deferred tax assets	$	-	$	-	$	-	$	-
		$	-	$	-	$	-	$	-

__________

• Represents amount acquired in the Merger.

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Subsequent Events

12 Months Ended

Dec. 31, 2012

Subsequent Events

Subsequent Events [Text Block]

Note 20.Subsequent Events

In January 2013, our board of directors approved loans to CWI up to $50.0 millionto be made at our discretion. We intend to fund any such loans from our Revolver.

In February 2013, the Compensation Committee approved long-term incentive plan awards to key employees consisting of 166,200 RSUs and 75,900 PSUs that could have a dilutive impact on our earnings per share calculation.

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Equity (Narrative) (Details) (USD $)	0 Months Ended	12 Months Ended
	Oct. 19, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2008	Dec. 31, 2003
Per Share Distributions
Dividends payable		$ 0.6600	$ 0.5630
Dividend payable date		2013-01	2012-01
Redeemable Noncontrolling Interests
Stock-based compensation expense		$ 26,038,000	$ 17,290,000	$ 7,961,000		$ 2,500,000
Excercise price		$ 25.94	$ 27.71	$ 22.26	$ 1.00
Options granted						1,500,000
Restricted stock award issued during period, gross						1,500,000
Percent Ownership In Subsidary By Officers		7.70%			23.00%	13.00%
Earnings Per Share
Restricted stock award issued during period, gross						1,500,000
Common stock, issued	937,500
Common stock sold, per share	$ 48.00
Proceeds from the issuance of common stock	$ 45,000,000
Anti dilutive shares			207,258	247,750

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Merger with CPA 15 (Narratives) (Details) (USD $)	3 Months Ended								12 Months Ended						0 Months Ended	12 Months Ended					0 Months Ended	12 Months Ended
	Dec. 31, 2012 tenant property sqft	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012 tenant property sqft	Dec. 31, 2011	Dec. 31, 2010	Sep. 13, 2012	Dec. 31, 2012 Below-market rent	Dec. 31, 2011 Below-market rent	Sep. 28, 2012 CPA 15 sqft property tenant	Dec. 31, 2011 CPA 15	Dec. 31, 2012 CPA 15	Sep. 30, 2012 CPA 15	Sep. 30, 2012 Marcourt Investments Inc.	Sep. 28, 2012 Marcourt Investments Inc. quantity	Sep. 28, 2012 WPC/CPA 15 Merger	Dec. 31, 2012 WPC/CPA 15 Merger	Sep. 28, 2012 WPC/CPA 15 Merger Market Value Flucuation	Sep. 28, 2012 WPC/CPA 15 Merger Increase In Client Base	Sep. 28, 2012 WPC/CPA 15 Merger Fixed Rate quantity	Sep. 28, 2012 WPC/CPA 15 Merger Variable Rate quantity
Merger Disclosure
Cash per share exchage rate															$ 1.25
Share per share exchange rate															$ 0.2326
Total per share consideration															$ 11.40						$ 12.65
Consideration, shares recieved																					121,194,272
Per share closing price on merger date																					$ 49.00
Merger consideration																	$ 1,532,718,000	$ 1,532,718,000			$ 1,500,000,000
Cash consideration paid															152,356,000		152,356,000	152,356,000			152,400,000
Fair value of WP Carey common shares issued															1,380,362,000		1,380,362,000	1,380,362,000
Increase in term loan																					175,000,000
Number of real estate properties	423								423						305					12
Number of tenants	124								124						76
Square footage of all real estate properties	38,500,000								38,500,000						27,000,000
Occupany rate															99.00%
Weighted Average Lease Term															9.7
Lease revenues									124,503,000	62,638,000	51,482,000					242,200,000						57,300,000
Number of loans acquired																									58	9
Nonrecourse debt fair value															1,200,000,000
Weighted average interest rate															5.60%
Merger fees earned															19,000,000
Equity investment income															4,500,000
Acquisition cost expensed																						31,700,000
Net income	15,477,000	2,588,000	31,777,000	12,290,000	9,091,000	25,202,000	81,443,000	23,343,000	62,132,000	139,079,000	73,972,000											9,500,000
Income loss attributable to non controlling interest																						2,500,000
Equity method investment, ownership percentage																		47.37%	52.63%		100.00%
Liabilities assumed																	1,537,550,000	1,538,467,000
Common stock, per share value												$ 0.0001									$ 45.07
Goodwill in connection with Merger															268,683,000		268,683,000	274,951,000					110,800,000	121,200,000
Common stock, market value																					$ 49.00
Increase in market value of stock																								$ 1.33
Gain on change in control of interests									20,744,000	27,859,000	781,000										14,700,000
Gain on conversion of shares									15,000	3,806,000											6,100,000
Carrying value of shares owned																					48,700,000
Fair value of shares owned																					54,800,000
Carrying value of equity investments																					92,400,000
Fair value of equity investments acquired																					107,100,000
Per share premium																					$ 3.93
Net asset value, per share																					$ 10.40
Shares issued to stockholders of CPA:15 in connection with the Merger, shares																					28,170,643
Shares issued to stockholders of CPA:15 in connection with the Merger, value									1,380,361,000												1,400,000,000
Amortizable and Unamortizable Intangible Liabilities, net	106,448,000				4,973,000				106,448,000	4,973,000			82,944,000	4,973,000							102,155,000
Provision for income taxes									$ 6,783,000	$ 37,214,000	$ 25,814,000											$ 9,600,000
valuation technique																					•         Discount rates applied to the estimated net operating income of each property ranged from approximately 3.5% to 14.75%; •         Discount rates applied to the estimated residual value of each property ranged from approximately 5.75% to 12.5%; •         Residual capitalization rates applied to the properties ranged from approximately 7.0% to 11.5%. •         The fair market value of such property level debt was determined based upon available market data for comparable liabilities and by applying selected discount rates to the stream of future debt payments; and •         Discount rates applied to cash flows ranged from approximately 2.7% to 10%.
Number Of Shares Owned																					10,389,079

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Stock-Based Compensation and Other Compensation (Tables)

12 Months Ended

Dec. 31, 2012

Stock-Based and Other Compensation

Long Term Incentive Plan Awards Granted

Fiscal Year		RSUs Awarded	PSUs Awarded
2010		140,050	159,250
2011	(a)	524,550	291,600
2012	(b)	259,400	314,400

Schedule Of Share Based Compensation Stock Options Activity

		Year Ended December 31, 2012
					Weighted
					Average
			Weighted		Remaining
			Average		Contractual	Aggregate
		Shares	Exercise Price		Term (in Years)	Intrinsic Value
Outstanding at beginning of year		1,208,041	$	28.73	-		-
	Exercised	(410,331)		25.94	-		-
	Forfeited / Expired	(3,500)		24.93	-		-
Outstanding at end of year		794,210	$	30.32	3.19	$	17,335,637
Vested and expected to vest at end of year		746,689	$	30.26	3.18	$	16,346,539
Exercisable at end of year		623,218	$	30.22	2.99	$	13,669,784

		Years Ended December 31,
		2011				2010
					Weighted				Weighted
					Average				Average
					Remaining				Remaining
			Weighted		Contractual		Weighted		Contractual
			Average		Term		Average		Term
		Shares	Exercise Price		(in Years)	Shares	Exercise Price		(in Years)
Outstanding at beginning of year		1,699,701	$	28.57		2,255,604	$	27.55
	Exercised	(449,660)		27.71		(399,507)		22.26
	Forfeited / Expired	(42,000)		32.85		(156,396)		30.24
Outstanding at end of year		1,208,041	$	28.73	3.29	1,699,701	$	28.57	4.26
Exercisable at end of year		959,779	$	28.36		1,231,683	$	27.86

Restricted Stock, RSU and PSU Rollforward

		Restricted Stock and RSU Awards			PSU Awards
			Weighted Average			Weighted Average
			Grant Date			Grant Date
		Shares	Fair Value		Shares	Fair Value
Nonvested at January 1, 2010		381,878	$	28.87	170,375	$	32.33
Granted		156,682		28.34	159,250		36.16
Vested	(a)	(175,225)		28.58	-		-
Forfeited		(99,515)		29.75	(65,725)		36.26
Adjustment	(b)	-		-	(19,906)		28.49
Nonvested at December 31, 2010		263,820		28.42	243,994		36.18
Granted		541,890		34.65	291,600		46.66
Vested	(a)	(162,437)		30.48	(48,925)		39.78
Forfeited		(18,480)		29.32	(14,055)		42.14
Adjustment	(b)	-		-	200,814		22.65
Nonvested at December 31, 2011		624,793		33.26	673,428		36.30
Granted		274,420		41.41	314,400		42.28
Vested	(a)	(268,683)		32.56	(235,189)		23.66
Forfeited		(36,336)		36.33	(49,494)		33.96
Adjustment	(b)	-		-	296,368		26.01
Nonvested at December 31, 2012		594,194	$	37.15	999,513	$	34.55

XML

Schedule III - Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2012

Schedule III - Real Estate and Accumualated Depreciation

Schedule III - Real Estate and Accumualated Depreciation

SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)December 31, 2012(in thousands)

Description		Encumbrances		Initial Cost to Company - Land		Initial Cost to Company - Buildings		Costs Capitalized Subsequent to Acquisition (a)		Increase (Decrease) in Net Investments (b)		Gross Amount at which Carried at Close of Period (c) - Land		Gross Amount at which Carried at Close of Period (c) - Buildings		Gross Amount at which Carried at Close of Period (c) - Total		Accumulated Depreciation (c)	Date Acquired	Life on which Depreciation in Latest Statement of Income is Computed
Real Estate Under Operating Leases:
Office facilities in Broomfield, CO	$	-	$	248	$	2,538	$	4,844	$	(2,069)	$	2,643	$	2,918	$	5,561	$	1,217	Jan. 1998	40 yrs.
Distribution facilities and warehouses in Erlanger, KY		12,000		1,526		21,427		2,966		141		1,526		24,534		26,060		9,431	Jan. 1998	40 yrs.
Retail store in Montgomery, AL		-		855		6,762		277		(6,978)		142		774		916		417	Jan. 1998	40 yrs.
Warehouse/distribution facilities in Anchorage, AK and Commerce, CA		-		4,905		11,898		-		12		4,905		11,910		16,815		1,636	Jan. 1998	40 yrs.
Office facility in Toledo, OH		-		224		2,408		-		-		224		2,408		2,632		1,003	Jan. 1998	40 yrs.
Industrial facility in Goshen, IN		-		239		940		-		-		239		940		1,179		133	Jan. 1998	40 yrs.
Office facility in Raleigh, NC		-		1,638		2,844		157		(2,554)		828		1,257		2,085		454	Jan. 1998	20 yrs.
Office facility in King of Prussia, PA		-		1,219		6,283		1,295		-		1,219		7,578		8,797		2,658	Jan. 1998	40 yrs.
Warehouse/distribution facility in Fort Lauderdale, FL		-		1,893		11,077		703		(8,449)		1,173		4,051		5,224		1,429	Jan. 1998	40 yrs.
Industrial facilities in Pinconning, MS		-		32		1,692		-		-		32		1,692		1,724		634	Jan. 1998	40 yrs.
Industrial facilities in San Fernando, CA		6,991		2,052		5,322		-		152		2,052		5,474		7,526		2,043	Jan. 1998	40 yrs.
Land leased in several cities in the following states: Alabama, Florida, Georgia, Illinois, Louisiana, Missouri, New Mexico, North Carolina, South Carolina, and Texas		139		9,382		-		-		(172)		9,210		-		9,210		-	Jan. 1998	N/A
Industrial facility in Milton, VT		-		220		1,579		-		-		220		1,579		1,799		592	Jan. 1998	40 yrs.
Land in Glendora, CA		-		1,135		-		-		17		1,152		-		1,152		-	Jan. 1998	N/A
Industrial facility in Doraville, GA		4,842		3,288		9,864		1,546		274		3,288		11,684		14,972		3,887	Jan. 1998	40 yrs.
Office facilities in Collierville, TN and warehouse/distribution facilities in Corpus Christi and College Station, TX		51,871		3,490		72,497		-		(15,008)		334		60,645		60,979		4,003	Jan. 1998	40 yrs.
Land in Irving and Houston, TX		8,313		9,795		-		-		-		9,795		-		9,795		-	Jan. 1998	N/A
Industrial facility in Chandler, AZ		12,066		5,035		18,957		7,435		541		5,035		26,933		31,968		8,959	Jan. 1998	40 yrs.
Warehouse/distribution facilities in Houston, TX		-		167		885		73		-		167		958		1,125		345	Jan. 1998	40 yrs.
Office facilities in Bridgeton, MO		-		842		4,762		1,627		71		842		6,460		7,302		1,552	Jan. 1998	40 yrs.
Industrial facility in Industry, CA		-		3,789		13,164		1,872		318		3,789		15,354		19,143		4,608	Jan. 1998	40 yrs.
Retail stores in Drayton Plains, MI and Citrus Heights, CA		-		1,039		4,788		165		193		1,039		5,146		6,185		1,049	Jan. 1998	35 yrs.
Warehouse/distribution facility in Memphis, TN		-		1,882		3,973		-		(3,893)		328		1,634		1,962		538	Jan. 1998	15 yrs.
Retail store in Bellevue, WA		8,269		4,125		11,812		393		(123)		4,371		11,836		16,207		4,352	Apr. 1998	40 yrs.
Office facility in Houston, TX		-		3,260		22,574		1,628		(23,311)		211		3,940		4,151		2,944	Jun. 1998	40 yrs.
Office facility in Rio Rancho, NM		8,162		1,190		9,353		1,504		-		1,467		10,580		12,047		3,598	Jul. 1998	40 yrs.
Vacant office facility in Moorestown, NJ		-		351		5,981		943		43		351		6,967		7,318		2,890	Feb. 1999	40 yrs.
Office facility in Norcross, GA		28,347		5,200		25,585		11,822		-		5,200		37,407		42,607		12,327	Jun. 1999	40 yrs.
Office facility in Tours, France		4,991		1,034		9,737		342		4,169		1,451		13,831		15,282		4,154	Sep. 2000	40 yrs.
Office facility in Illkirch, France		13,171		-		18,520		-		9,116		-		27,636		27,636		8,826	Dec. 2001	40 yrs.
Industrial and warehouse/distribution facilities in Lenexa, KS; Winston-Salem, NC; and Dallas, TX		-		1,860		12,539		-		5		1,860		12,544		14,404		3,310	Sep. 2002	40 yrs.
Office facilities in Playa Vista and Venice, CA		50,306		2,032		10,152		52,816		1		5,889		59,112		65,001		2,853	Sep. 2004; Sep. 2012	40 yrs.
Warehouse/distribution facility in Greenfield, IN		-		2,807		10,335		223		(8,383)		967		4,015		4,982		853	Sep. 2004	40 yrs.
Warehouse/distribution facilities in Birmingham, AL		4,425		1,256		7,704		-		-		1,256		7,704		8,960		1,597	Sep. 2004	40 yrs.
Industrial facility in Scottsdale, AZ		1,229		586		46		-		-		586		46		632		10	Sep. 2004	40 yrs.
Retail store in Hot Springs, AR		-		850		2,939		2		(2,614)		-		1,177		1,177		245	Sep. 2004	40 yrs.
Industrial facilities in Apopka, FL		-		362		10,855		569		(155)		337		11,294		11,631		2,287	Sep. 2004	40 yrs.
Land in San Leandro, CA		-		1,532		-		-		-		1,532		-		1,532		(1)	Dec. 2006	N/A
Industrial facility in Sunnyvale, CA		-		1,663		3,571		-		-		1,663		3,571		5,234		803	Dec. 2006	27 yrs.
Fitness and recreational sports center in Austin, TX		3,165		1,725		5,168		-		-		1,725		5,168		6,893		1,103	Dec. 2006	28.5 yrs.
Retail store in Wroclaw, Poland		8,309		3,600		10,306		-		(1,958)		3,305		8,643		11,948		1,093	Dec. 2007	40 yrs.
Office facility in Fort Worth, TX		33,631		4,600		37,580		-		-		4,600		37,580		42,180		2,740	Feb. 2010	40 yrs.
Warehouse/distribution facility in Mallorca, Spain		-		11,109		12,636		-		2,212		12,161		13,796		25,957		891	Jun. 2010	40 yrs.
Industrial and office facilities in San Diego, CA		33,527		7,247		29,098		967		(5,514)		4,762		27,036		31,798		1,982	May. 2011	40 yrs.
Retail stores in Florence, AL; Snellville, GA; Concord, NC; Rockport, TX; and Virginia Beach, VA		22,000		5,646		12,367		-		-		5,646		12,367		18,013		109	Sep. 2012	40 yrs.
Hospitality facilities in Irvine, Sacramento, and San Diego, CA; Orlando, FL; Des Plaines, IL; Indianapolis, IN; Louisville, KY; Linthicum Heights, MD; Newark, NJ; Albuquerque, NM; and Spokane, WA		140,000		32,680		198,999		-		-		32,680		198,999		231,679		1,369	Sep. 2012	34 - 37 yrs.
Industrial facilities in Bluffton, OH; Auburn, IN; and Milan, TN		-		2,564		6,998		-		-		2,564		6,998		9,562		58	Sep. 2012	30 yrs.
Land in Irvine, CA		1,666		4,173		-		-		-		4,173		-		4,173		-	Sep. 2012	N/A
Office facility in Alpharetta, GA		7,699		2,198		6,349		-		-		2,198		6,349		8,547		53	Sep. 2012	30 yrs.
Office facility in Clinton, NJ		25,714		2,866		34,834		-		-		2,866		34,834		37,700		290	Sep. 2012	30 yrs.
Office facilities in St. Petersburg, FL		18,481		3,280		24,627		-		-		3,280		24,627		27,907		205	Sep. 2012	30 yrs.
Movie theatre in Baton Rouge, LA		10,025		4,168		5,724		-		-		4,168		5,724		9,892		48	Sep. 2012	30 yrs.
Office facilities in San Diego, CA		17,470		7,804		16,729		-		-		7,804		16,729		24,533		139	Sep. 2012	30 yrs.
Industrial facilities in Richmond, CA		-		895		1,953		-		-		895		1,953		2,848		16	Sep. 2012	30 yrs.
Warehouse/distribution and industrial facilities in Kingman, AZ; Woodland, CA; Jonesboro, GA; Kansas City, MO; Springfield, OR; Fogelsville, PA; and Corsicana, TX		64,836		16,386		84,668		-		-		16,386		84,668		101,054		700	Sep. 2012	30 yrs.
Warehouse/distribution facilities in Lens, Nimes, Colomiers, Thuit Hebert, Ploufragen, and Cholet, France		94,059		15,779		89,421		-		2,929		16,219		91,910		108,129		764	Sep. 2012	30 yrs.
Warehouse/distribution facilities in Orlando, FL; Macon, GA; Rocky Mount, NC, and Lewisville, TX		14,645		2,163		17,715		-		-		2,163		17,715		19,878		148	Sep. 2012	30 yrs.
Fitness and recreational sports center in Newton, MA		7,655		1,897		11,451		-		-		1,897		11,451		13,348		94	Sep. 2012	30 yrs.
Industrial facilities in Chattanooga, TN		-		558		5,923		-		-		558		5,923		6,481		49	Sep. 2012	30 yrs.
Industrial facilities in Mooresville, NC		6,512		756		9,775		-		-		756		9,775		10,531		80	Sep. 2012	30 yrs.
Industrial facility in MaCalla, AL		6,307		960		14,472		-		-		960		14,472		15,432		115	Sep. 2012	31 yrs.
Office facility in Lower Makefield Township, PA		10,874		1,726		12,781		-		-		1,726		12,781		14,507		105	Sep. 2012	30 yrs.
Industrial facility in Fort Smith, AZ		-		1,063		6,159		-		-		1,063		6,159		7,222		50	Sep. 2012	30 yrs.
Retail facilities in Greenwood, IN and Buffalo, NY		8,893		-		19,990		-		-		-		19,990		19,990		161	Sep. 2012	30 - 31 yrs.
Industrial facilities in Bowling Green, KY and Jackson, TN		7,436		1,492		8,182		-		-		1,492		8,182		9,674		66	Sep. 2012	31 yrs.
Industrial facilities in Mattoon, IL; Holyoke, MA; and Morristown, TN and a warehouse/distribution facility in Westfield, MA		5,245		1,891		11,064		-		-		1,891		11,064		12,955		90	Sep. 2012	31 yrs.
Industrial facility in Rancho Cucamonga, CA and educational facilities in Glendale Heights, IL; Exton, PA; and Avondale, AZ		37,911		14,006		33,683		-		-		14,006		33,683		47,689		263	Sep. 2012	31 - 32 yrs.
Sports facilities in Rochester Hills and Canton, MI		22,160		5,447		9,988		-		-		5,447		9,988		15,435		81	Sep. 2012	31 yrs.
Industrial facilities in St. Petersburg, FL; Buffalo Grove, IL; West Lafayette, IN; Excelsior Springs, MO; and North Versailles, PA		12,860		6,559		19,078		-		-		6,559		19,078		25,637		153	Sep. 2012	31 yrs.
Industrial facilities in Tolleson, AZ; Alsip, IL; and Solvay, NY		15,164		6,080		23,424		-		-		6,080		23,424		29,504		187	Sep. 2012	31 yrs.
Land in Kahl, Germany		10,573		6,694		-		-		186		6,880		-		6,880		-	Sep. 2012	N/A
Land in Memphis, TN and sports facilities in Bedford, TX and Englewood, CO		8,050		4,877		4,258		-		-		4,877		4,258		9,135		34	Sep. 2012	31 yrs.
Office facilities in Brussels, Belgium		11,094		1,505		6,026		-		210		1,547		6,194		7,741		48	Sep. 2012	32 yrs.
Warehouse/distribution facilities in Oceanside, CA and Concordville, PA		4,506		3,333		8,270		-		-		3,333		8,270		11,603		66	Sep. 2012	31 yrs.
Office facility in Peachtree City, GA		3,962		1,205		5,907		-		-		1,205		5,907		7,112		47	Sep. 2012	31 yrs.
Self-storage and trucking facilities in numerous locations throughout the U.S.		154,658		74,551		319,186		-		-		74,551		319,186		393,737		2,527	Sep. 2012	31 yrs.
Warehouse/distribution facility in La Vista, NE		22,340		4,196		23,148		-		-		4,196		23,148		27,344		173	Sep. 2012	33 yrs.
Office facility in Pleasanton, CA		12,861		3,675		7,468		-		-		3,675		7,468		11,143		59	Sep. 2012	31 yrs.
Office facility in San Marcos, TX		-		440		688		-		-		440		688		1,128		5	Sep. 2012	31 yrs.
Office facilities in Espoo, Finland		58,910		40,555		15,662		-		1,565		41,684		16,098		57,782		127	Sep. 2012	31 yrs.
Office facility in Conflans, France		20,378		7,208		11,333		-		516		7,409		11,648		19,057		91	Sep. 2012	31 yrs.
Office facilities in Chicago, IL		15,499		2,169		19,010		-		-		2,169		19,010		21,179		149	Sep. 2012	31 yrs.
Industrial facility in Louisville, CO		10,417		5,342		8,786		-		-		5,342		8,786		14,128		69	Sep. 2012	31 yrs.
Industrial facilities in Hollywood and Orlando, FL		-		3,639		1,269		-		-		3,639		1,269		4,908		10	Sep. 2012	31 yrs.
Industrial facility in Golden, CO		-		808		4,304		-		-		808		4,304		5,112		36	Sep. 2012	30 yrs.
Industrial facilities in Texarkana, TX and Orem, UT		2,699		1,755		4,493		-		-		1,755		4,493		6,248		35	Sep. 2012	31 yrs.
Industrial facility in Eugene, OR		4,724		2,286		3,783		-		-		2,286		3,783		6,069		30	Sep. 2012	31 yrs.
Industrial facility in Neenah, WI		4,869		438		4,954		-		-		438		4,954		5,392		39	Sep. 2012	31 yrs.
Industrial facility in South Jordan, UT		13,075		2,183		11,340		-		-		2,183		11,340		13,523		89	Sep. 2012	31 yrs.
Warehouse/distribution facility in Ennis, TX		2,609		478		4,087		-		-		478		4,087		4,565		32	Sep. 2012	31 yrs.
Childcare facilities in Chandler and Tucson, AZ; Alhambra, Chino, Garden Grove, and Tustin, CA; Westland and Canton, MI; and Carrollton, Duncansville, and Lewisville, TX		-		6,343		379		-		(1,384)		5,338		-		5,338		-	Sep. 2012	N/A
Retail facility in Oklahoma City, OK		5,759		1,246		4,771		-		-		1,246		4,771		6,017		37	Sep. 2012	32 yrs.
Land in Farmington, CT and Braintree, MA		490		2,409		-		-		-		2,409		-		2,409		-	Sep. 2012	N/A
Office facilities in Helsinki, Finland		58,917		26,560		20,735		-		1,316		27,299		21,312		48,611		165	Sep. 2012	32 yrs.
Office facility in Paris, France		73,391		23,387		43,450		-		1,860		24,038		44,659		68,697		341	Sep. 2012	32 yrs.
Retail facilities in Bydgoszcz, Czestochowa, Jablonna, Katowice, Kielce, Lodz, Lubin, Olsztyn, Opole, Plock, Walbrzych, Warsaw, and Warszawa, Poland		148,643		26,564		72,866		-		2,768		27,303		74,895		102,198		785	Sep. 2012	23 - 34 yrs.
Office facility in Laupheim, Germany		-		2,072		8,339		-		290		2,130		8,571		10,701		107	Sep. 2012	20 yrs.
Industrial facilities in Danbury, CT and Bedford, MA		12,973		3,519		16,329		-		-		3,519		16,329		19,848		136	Sep. 2012	29 yrs.
	$	1,512,763	$	513,758	$	1,777,346	$	94,169	$	(53,660)	$	509,530	$	1,822,083	$	2,331,613	$	116,075

SCHEDULE III — REAL ESTATE and ACCUMULATED DEPRECIATION (Continued)December 31, 2012(in thousands)

Description		Encumbrances		Initial Cost to Company - Land		Initial Cost to Company - Buildings		Costs Capitalized Subsequent to Acquisition (a)		Increase (Decrease) in Net Investment(b)		Gross Amount at which Carried at Close of Period Total	Date Acquired
Direct Financing Method:
Retail stores in several cities in the following states: Alabama, Florida, Georgia, Illinois, Louisiana, Missouri, New Mexico, North Carolina, South Carolina, and Texas	$	199	$	-	$	16,416	$	-	$	(384)	$	16,032	Jan. 1998
Office and industrial facilities in Glendora, CA and Romulus, MI		-		454		13,251		9		(2,437)		11,277	Jan. 1998
Industrial facilities in Thurmont, MD and Farmington, NY		-		729		6,093		-		(158)		6,664	Jan. 1998
Industrial facilities in Irving and Houston, TX		20,118		-		27,599		-		(3,897)		23,702	Jan. 1998
Retail facilities in Farmington, CT and Braintree, MA		3,010		-		8,761		-		-		8,761	Sep. 2012
Education facilities in Chandler and Tucson, AZ; Alhambra, Chino, Garden Grove, and Tustin, CA; Naperville, IL; Westland and Canton, MI; and Carrollton, Duncansville, and Lewisville, TX		-		-		7,840		-		-		7,840	Sep. 2012
Industrial facility in Owingsville, KY		113		309		5,741		-		(88)		5,962	Sep. 2012
Retail facility in Freehold, NJ		6,515		-		17,067		-		(12)		17,055	Sep. 2012
Office facilities in Corpus Christi, Odessa, San Marcos, and Waco, TX		5,313		2,089		14,211		-		(102)		16,198	Sep. 2012
Retail facilities in Osnabruck, Borken, Bunde, Arnstadt, Dorsten, Duisburg, Freiberg, Leimbach-Kaiserro, Monheim, Oberhausen, Rodewisch, Sankt Augustin, Schmalkalden, Stendal, Wuppertal, and Monheim, Germany		87,982		28,734		145,854		-		4,837		179,425	Sep. 2012
Warehouse/distribution facility in Birmingham, United Kingdom		10,903		2,147		12,357		-		117		14,621	Sep. 2012
Warehouse/distribution facilities in Mesquite, TX		6,905		2,851		15,899		-		(38)		18,712	Sep. 2012
Industrial facility in Rochester, MN		5,211		881		17,039		-		39		17,959	Sep. 2012
Office facility in Irvine, CA		6,792		-		17,027		-		(19)		17,008	Sep. 2012
Sports facility in Memphis, TN		1,890		-		4,823		-		(33)		4,790	Sep. 2012
Industrial facility in Brownwood, TX		-		722		6,268		-		-		6,990	Sep. 2012
Education facility in Glendale Heights, IL		-		-		3,009		-		-		3,009	Sep. 2012
	$	154,951	$	38,916	$	339,255	$	9	$	(2,175)	$	376,005

Description		Encumbrances		Initial Cost to Company - Land		Initial Cost to Company - Buildings		Initial Cost to Company - Personal Property		Costs Capitalized Subsequent to Acquisition (a)		Increase (Decrease) in Net Investments (b)		Gross Amount at which Carried at Close of Period (c) - Land		Gross Amount at which Carried at Close of Period (c) - Buildings		Gross Amount at which Carried at Close of Period (c) - Personal Property		Gross Amount at which Carried at Close of Period (c) - Total		Accumulated Depreciation (c)	Date Acquired	Life on which Depreciation in Latest Statement of Income is computed
Operating Real Estate:
Hotel in Livonia, MI	$	-	$	2,765	$	11,087	$	3,816	$	18,733	$	(20,440)	$	892	$	5,556	$	9,513	$	15,961	$	10,961	Jan. 1998	7-40 yrs.
Self-storage facilities in Taunton, North Andover, North Billerica, and Brockton, MA		9,532		4,300		12,274		-		254		(478)		4,300		12,050		-		16,350		2,036	Dec. 2006	25-40 yrs.
Self-storage facility in Newington, CT		2,073		520		2,973		-		241		(121)		520		3,093		-		3,613		468	Dec. 2006	40 yrs.
Self-storage facility in Killeen, TX		3,226		1,230		3,821		-		339		(179)		1,230		3,981		-		5,211		648	Dec. 2006	30 yrs.
Self-storage facility in Rohnert Park, CA		3,108		1,761		4,989		-		40		-		1,761		5,029		-		6,790		748	Jan. 2007	40 yrs.
Self-storage facility in Fort Worth, TX		2,150		1,030		4,176		-		33		-		1,030		4,209		-		5,239		626	Jan. 2007	40 yrs.
Self-storage facility in Augusta, GA		1,876		970		2,442		-		48		-		970		2,490		-		3,460		367	Feb. 2007	39 yrs.
Self-storage facility in Garland, TX		1,435		880		3,104		-		57		-		880		3,161		-		4,041		461	Feb. 2007	40 yrs.
Self-storage facility in Lawrenceville, GA		2,314		1,410		4,477		-		82		-		1,411		4,558		-		5,969		717	Mar. 2007	37 yrs.
Self-storage facility in Fairfield, OH		1,824		540		2,640		-		19		-		540		2,659		-		3,199		508	Apr. 2007	30 yrs.
Self-storage facility in Tallahassee, FL		3,629		850		5,736		-		7		-		850		5,743		-		6,593		809	Apr. 2007	40 yrs.
Self-storage facility in Lincolnshire, IL		1,955		1,477		1,519		-		96		-		1,477		1,615		-		3,092		220	Jul. 2010	18 yrs.
Self-storage facility in Chicago, IL		1,683		823		912		-		627		-		823		1,539		-		2,362		278	Jul. 2010	15 yrs.
Self-storage facility in Chicago, IL		1,411		700		733		-		556		-		700		1,289		-		1,989		223	Jul. 2010	15 yrs.
Self-storage facility in Bedford Park, IL		1,713		809		1,312		-		200		-		809		1,512		-		2,321		196	Jul. 2010	20 yrs.
Self-storage facility in Bentonville, AR		2,024		1,050		1,323		-		22		-		1,050		1,345		-		2,395		131	Sep. 2010	24 yrs.
Self-storage facility in Tallahassee, FL		3,848		570		3,447		-		30		-		570		3,477		-		4,047		262	Sep. 2010	30 yrs.
Self-storage facility in Pensacola, FL		1,801		560		2,082		-		5		-		560		2,087		-		2,647		156	Sep. 2010	30 yrs.
Self-storage facility in Chicago, IL		2,081		1,785		2,616		-		23		-		1,785		2,639		-		4,424		178	Oct. 2010	32 yrs.
	$	47,683	$	24,030	$	71,663	$	3,816	$	21,412	$	(21,218)	$	22,158	$	68,032	$	9,513	$	99,703	$	19,993

W. P. CAREY INC.

NOTES TO SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands)

• Consists of the cost of improvements and acquisition costs subsequent to acquisition, including legal fees, appraisal fees, title costs, other related professional fees and purchases of furniture, fixtures, equipment and improvements at the hotel properties. For business combinations, transaction costs are excluded.
• The increase (decrease) in net investment is primarily due to (i) the amortization of unearned income from net investment in direct financing leases, which produces a periodic rate of return that at times may be greater or less than lease payments received, (ii) sales of properties, (iii) impairment charges, and (iv) changes in foreign currency exchange rates.
• Reconciliation of real estate and accumulated depreciation (see below):

		Reconciliation of Real Estate Subject to
		Operating Leases
		Years Ended December 31,
		2012		2011		2010
Balance at beginning of year		$	646,482	$	560,592	$	525,607
Additions			1,777,443		107,484		67,787
Dispositions			(75,548)		(22,106)		(18,896)
Foreign currency translation adjustment			13,263		(1,837)		(2,142)
Reclassification from (to) equity investment, direct financing lease,
	intangible assets or assets held for sale		(17,681)		20,105		1,790
Deconsolidation of real estate asset			-		(5,938)		-
Impairment charges			(12,346)		(11,818)		(13,554)
Balance at end of year		$	2,331,613	$	646,482	$	560,592

		Reconciliation of Accumulated Depreciation for
		Real Estate Subject to Operating Leases
		Years Ended December 31,
		2012		2011		2010
Balance at beginning of year		$	118,054	$	108,032	$	100,247
Depreciation expense			24,302		15,179		13,437
Dispositions			(22,947)		(5,785)		(5,000)
Foreign currency translation adjustment			358		(396)		(839)
Reclassification from (to) equity investment, direct financing lease,
	intangible assets or assets held for sale		(3,692)		2,339		187
Deconsolidation of real estate asset			-		(1,315)		-
Balance at end of year		$	116,075	$	118,054	$	108,032

	Reconciliation of Operating Real Estate
	Years Ended December 31,
	2012		2011		2010
Balance at beginning of year	$	109,875	$	109,851	$	85,927
Additions/capital expenditures		295		24		23,924
Impairment charges		(10,467)		-		-
Balance at end of year	$	99,703	$	109,875	$	109,851

	Reconciliation of Accumulated Depreciation for
	Operating Real Estate
	Years Ended December 31,
	2012		2011		2010
Balance at beginning of year	$	17,121	$	14,280	$	12,039
Depreciation expense		2,872		2,841		2,241
Balance at end of year	$	19,993	$	17,121	$	14,280

At December 31, 2012, the aggregate cost of real estate that we and our consolidated subsidiaries own for federal income tax purposes was approximately $

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Accounting Policies

Consolidation, Policy

Basis of Consolidation

The consolidated financial statements reflect all of our accounts, including those of our majority-owned and/or controlled subsidiaries. The portion of equity in a subsidiary that is not attributable, directly or indirectly, to us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated.The consolidated financial statements include the historical results of our predecessor prior to the REIT Reorganization and the Merger.

When we obtain an economic interest in an entity, we evaluate the entity to determine if it is deemed a VIE and, if so, whether we are deemed to be the primary beneficiary and are therefore required to consolidate the entity. Significant judgment is required to determine whether a VIE should be consolidated. We review the contractual arrangements provided for in the partnership agreement or other related contracts to determine whether the entity is considered a VIE, and to establish whether we have any variable interests in the VIE. We then compare our variable interests, if any, to those of the other variable interest holders to determine which party is the primary beneficiary of a VIE based on whether the entity (i)has the power to direct the activities that most significantly impact the economic performance of the VIE, and (ii)has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

For an entity that is not considered to be a VIE, the general partners in a limited partnership (or similar entity) are presumed to control the entity regardless of the level of their ownership and, accordingly, may be required to consolidate the entity. We evaluate the partnership agreements or other relevant contracts to determine whether there are provisions in the agreements that would overcome this presumption. If the agreements provide the limited partners with either (a)the substantive ability to dissolve or liquidate the limited partnership or otherwise remove the general partners without cause or (b)substantive participating rights, the limited partners' rights overcome the presumption of control by a general partner of the limited partnership, and, therefore, the general partner must account for its investment in the limited partnership using the equity method of accounting.

We have investments in tenancy-in-common interests in various domestic and international properties. Consolidation of these investments is not required as such interests do not qualify as VIEs and do not meet the control requirement required for consolidation. Accordingly, we account for these investments using the equity method of accounting. We use the equity method of accounting because the shared decision-making involved in a tenancy-in-common interest investment provides us with significant influence on the operating and financial decisions of these investments.

We apply accounting guidance for consolidation of VIEs to certain entities in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  Fixed price purchase and renewal options within a lease as well as certain decision-making rights within a loan can cause us to consider an entity a VIE.

Additionally, we own interests in single-tenant net leased properties leased to companies through noncontrolling interests in partnerships and limited liability companies that we do not control but over which we exercise significant influence. We account for these investments under the equity method of accounting. At times the carrying value of our equity investments may fall below zero for certain investments. We intend to fund our share of the investments' future operating deficits should the need arise. However, we have no legal obligation to pay for any of the liabilities of such investments nor do we have any legal obligation to fund operating deficits.

One of our directors and officers was the sole shareholder of Livho, a subsidiary that operates a hotel investment (Note 4). We consolidated the accounts of Livho in our consolidated financial statements because it was a VIE and we were its primary beneficiary. In order to streamline Livho's corporate structure, in August 2012, the director and officer transferred his ownership interest in Livho to one of our subsidiaries, Carey REIT II, Inc. (“Carey REIT II”), for no consideration. Immediately after the ownership transfer, Livho is no longer a VIE as we own 100% of the entity. We continue to consolidate the accounts of Livho.

We formed CWI in March 2008 for the purpose of acquiring interests in lodging and lodging-related properties. In April 2010, CWI filed a registration statement with the SEC to sell up to $1.0 billion of its common stock in an initial public offering plus up to an additional $237.5 million of its common stock under a dividend reinvestment plan. This registration statement was declared effective by the SEC in September 2010. Through December 31, 2010, the financial activity of CWI, which had no significant assets, liabilities or operations, was included in our consolidated financial statements, as we owned all of CWI's outstanding common stock. Beginning in 2011, we have accounted for our interest in CWI under the equity method of accounting because, as the advisor, we do not exert control over, but we have the ability to exercise significant influence on, CWI. Similarly, we formed a new CPA® REIT, CPA®:18 – Global, in September 2012. Through December 31, 2012, the financial activity of CPA®:18 – Global, which had no significant assets, liabilities or operations, was included in our consolidated financial statements.

Reclassification, Revisions and Adjustments, Policy

Reclassifications and Revisions

Certain prior year amounts have been reclassified to conform to the current year presentation. The consolidated financial statements included in this Report have been retrospectively adjusted to reflect the disposition (or planned disposition) of certain properties as discontinued operations and certain adjustments related to purchase price allocation for all periods presented.

Purchase Price Allocation, Policy

Purchase Price Allocation

In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business.Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity.In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain from a bargain purchase. We immediately expense acquisition-related costs and fees associated with business combinations.

When we acquire properties with leases classified as operating leases, we allocate the purchase price to the tangible and intangible assets and liabilities acquired based on their estimated fair values. We determine the value of the tangible assets, consisting of land and buildings, as if vacant, and site improvements, and record intangible assets, including the above-market and below-market value of leases and the value of in-place leases at their relative estimated fair values.Land is typically valued utilizing the sales comparison (or market approach). Buildings, as if vacant, are valued using the cost and/or income approach. Site improvements are valued using the cost approach. The fair value of real estate is determined by reference to portfolio appraisals which determines their values, on a property level, by applying a discounted cash flow analysis to the estimated net operating income for each property in the portfolio during the remaining anticipated lease term, and the estimated residual value of each property from a hypothetical sale of the property upon expiration after considering the re-tenanting of such property at estimated then current market rental rate, at a selected capitalization rate and deducting estimated costs of sale. The proceeds from a hypothetical sale are derived by capitalizing the estimated net operating income of each property for the year following lease expiration at an estimated residual capitalization rate. The discount rates and residual capitalization rates used to value the properties are selected based on several factors, including the creditworthiness of the lessees, industry surveys, property type, location and age, current lease rates relative to market lease rates and anticipated lease duration. In the case where a tenant has a purchase option deemed to be materially favorable to the tenant, or the tenant has long-term renewal options at rental rates below estimated market rental rates, the appraisal assumes the exercise of such purchase option or long-term renewal options in its determination of residual value.Where a property is deemed to have excess land, the discounted cash flow analysis includes the estimated excess land value at the assumed expiration of the lease, based upon an analysis of comparable land sales or listings in the general market area of the property grown at estimated market growth rates through the year of lease expiration.For those properties that are under contract for sale, the appraised value of the portfolio reflects the current contractual sale price of such properties.See Real Estate Leased to Others and Depreciation below for a discussion of our significant accounting policies related to tangible assets. We include the value of below-market leases in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements.

We record above-market and below-market lease values for owned properties based on the present value (using a discount 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)our estimate of fair market lease rates for the property or equivalent property, both of which are measured over a period equal to the estimated lease term which includes renewal options with rental rates below estimated market rental rates. We amortize the capitalized above-market lease value as a reduction of rental income over the estimated market lease term. We amortize the capitalized below-market lease value as an increase to rental income over the initial term and any fixed rate renewal periods in the respective leases.

We measure the fair value of the below-market purchase option liability we acquired in connection with the Merger as the excess of the present value of the fair value of the real estate over the present value of the tenant's exercise price at the option date.

The value of any in-place lease is estimated to be equal to the property owners' avoidance of costs necessary to release the property for a lease term equal to the remaining primary in-place lease term and the value of investment grade tenancy. The cost avoidance to the property owners' of vacancy/leasing costs necessary to lease the property for a lease term equal to the remaining in-place lease term is derived first by determining the in-place lease term on the subject lease. Then, based on our review of the market, the cost to be borne by a property owner to replicate a market lease to the remaining in-place term was estimated. These costs consist of: (i) rent lost during downtime (i.e. assumed periods of vacancy), (ii) estimated expenses that would be incurred by the property owner during periods of vacancy (iii) rent concessions (i.e. free rent) (iv) leasing commissions and (v) tenant improvements allowances given to tenants. We determine these values using our estimates or by relying in part upon third-party appraisals. We amortize the capitalized value of in-place lease intangibles to expense over the remaining initial term of each lease.We amortize the capitalized value of tenant relationships to expense over the initial and expected renewal terms of the lease.No amortization period for intangibles will exceed the remaining depreciable life of the building.

If a lease is terminated, we charge the unamortized portion of above-market and below-market lease values to lease revenue, and in-place lease and tenant relationship values to amortization expense.

When we acquire leveraged properties, the fair value of debt instruments acquired is determined using a discounted cash flow model with rates that take into account the credit of the tenants, where applicable, and interest rate risk.Such resulting premium or discount is amortized over the remaining term of the obligation. We also consider the value of the underlying collateral taking into account the quality of the collateral, the credit quality of the company, the time until maturity and the current interest rate.

Goodwill, Policy

Goodwill

In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid per the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. We allocated goodwill to the respective reporting units in which such goodwill arose. Goodwill acquired in the Merger was attributed to the Real Estate Ownership segment which comprises one reporting unit. In the event we dispose of a property that constitutes a business under GAAP from a reporting unit with goodwill, which is less than all of the reporting unit, we allocate a portion of the reporting unit's goodwill to that business in determining the gain or loss on the disposal of the business. The amount of goodwill allocated to the business is based on the relative fair value of the business for the reporting unit.

Operating Real Estate, Policy

Operating Real Estate

We carry land and buildings and personal property at cost less accumulated depreciation. We capitalize improvements, while we expense replacements, maintenance and repairs that do not improve or extend the lives of the respective assets as incurred.

Assets Held For Sale, Policy

Assets Held for Sale

We classify those assets that are associated with operating leases as held for sale when we have entered into a contract to sell the property, all material due diligence requirements have been satisfied and we believe it is probable that the disposition will occur within one year. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less estimated costs to sell, which is generally calculated as the expected sale price, less expected selling costs. The results of operations and the related gain or loss on sale of properties that have been sold or that are classified as held for sale and which we will have no continuing involvement in are included in discontinued operations (Note17).

If circumstances arise that we previously considered unlikely and, as a result, we decide not to sell a property previously classified as held for sale, we reclassify the property as held and used. We measure and record a property that is reclassified as held and used at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii)the estimated fair value at the date of the subsequent decision not to sell.

We recognize gains and losses on the sale of properties when, among other criteria, we no longer have continuing involvement, the parties are bound by the terms of the contract, all consideration has been exchanged and all conditions precedent to closing have been performed. At the time the sale is consummated, a gain or loss is recognized as the difference between the sale price, less any selling costs, and the carrying value of the property.

Cash and Cash Equivalents, Policy

Cash

Our cash is held in the custody of several financial institutions, and these balances, at times, exceed federally insurable limits. We seek to mitigate this risk by depositing funds only with major financial institutions.

Other Assets and Liabilities, Policy

Other Assets and Liabilities

We include prepaid expenses, deferred rental income, tenant receivables, deferred charges, escrow balances held by lenders, restricted cash balances, marketable securities, derivative assets and corporate fixed assets in Other assets. We include derivative instruments; miscellaneous amounts held on behalf of tenants; and deferred revenue, including unamortized below-market rent intangibles and unamortizable below-market purchase options in Other liabilities. Deferred charges are costs incurred in connection with mortgage financings and refinancings that are amortized over the terms of the mortgages and included in Interest expense in the consolidated financial statements. Deferred rental income is the aggregate cumulative difference for operating leases between scheduled rents that vary during the lease term, and rent recognized on a straight-line basis. Marketable securities are classified as available-for-sale securities and reported at fair value with unrealized gains and losses on these securities reported as a component of Other comprehensive income until realized.

Revenue Recognition, Policy

Substantially all of our leases provide for either scheduled rent increases, periodic rent adjustments based on formulas indexed to changes in the CPI or similar indices or percentage rents. CPI-based adjustments are contingent on future events and are therefore not included in straight-line rent calculations. We recognize rents from percentage rents as reported by the lessees, which is after the level of sales requiring a rental payment to us is reached. Percentage rents were insignificant for the periods presented.

We account for leases as operating or direct financing leases, as described below:

Operating leases — We record real estate at cost less accumulated depreciation; we recognize future minimum rental revenue on a straight-line basis over the non-cancellable leaseterm of the related leases and charge expenses to operations as incurred (Note 5).

Direct financing method — We record leases accounted for under the direct financing method at their net investment (Note 5). We defer and amortize unearned income to income over the lease term so as to produce a constant periodic rate of return on our net investment in the lease.

On an ongoing basis, we assess our ability to collect rent and other tenant-based receivables and determine an appropriate allowance for uncollected amounts. Because we have a limited number of lessees,we believe that it is necessary to evaluate the collectability of these receivables based on the facts and circumstances of each situation rather than solely using statistical methods. Therefore, in recognizing our provision for uncollected rents and other tenant receivables, we evaluate actual past due amounts and make subjective judgments as to the collectability of those amounts based on factors including, but not limited to, our knowledge of a lessee's circumstances, the age of the receivables, the tenant's credit profile and prior experience with the tenant. Even if a lessee has been making payments, we may reserve for the entire receivable amount if we believe there has been significant or continuing deterioration in the lessee's ability to meet its lease obligations.

Investment Management Operations

We earn structuring revenue and asset management revenue in connection with providing services to the Managed REITs. We earn structuring revenue for services we provide in connection with the analysis, negotiation and structuring of transactions, including acquisitions and dispositions and the placement of mortgage financing obtained by the Managed REITs. Asset management revenue consists of property management, leasing and advisory revenue. Receipt of the incentive revenue portion of the asset management revenue or performance revenue, however, which we received from CPA®:15 prior to the date of the Merger in 2012 and from CPA®:14 and CPA®:16 – Global prior to the CPA®:14/16 Merger in 2011, was subordinated to the achievement of specified cumulative return requirements by the stockholders of those CPA®REITs. At our option, the performance revenue could be collected in cash or shares of the CPAREIT (Note 4). In addition, we earn subordinated incentive and disposition revenue related to the disposition of properties. We may also earn termination revenue in connection with the termination of the advisory agreements for the Managed REITs.

We recognize all revenue as earned. We earn structuring revenue upon the consummation of a transaction and asset management revenue when services are performed. We recognize revenue subject to subordination only when the performance criteria of the Managed REIT is achieved and contractual limitations are not exceeded.

We earned subordinated disposition and incentive revenue from CPA®:15 until September 28, 2012 (Note 4)after its stockholders received their initial investment plus a specified preferred return. We may earn termination revenue if a liquidity event is consummated by any of the other Managed REITs.

We are also reimbursed for certain costs incurred in providing services, including broker-dealer commissions paid on behalf of the Managed REITs, marketing costs and the cost of personnel provided for the administration of the Managed REITs. We record reimbursement income as the expenses are incurred, subject to limitations on a Managed REIT's ability to incur offering costs.

Revenue Recognition, Real Estate Transactions, Policy

Real Estate Leased to Others

We lease real estate to others primarily on a triple-net leased basis, whereby the tenant is generally responsible for all operating expenses relating to the property, including property taxes, insurance, maintenance, repairs, renewals and improvements. We charge expenditures for maintenance and repairs, including routine betterments, to operations as incurred. We capitalize significant renovations that increase the useful life of the properties. For the years ended December31, 2012, 2011 and 2010, although we are legally obligated for payment pursuant to our lease agreements with our tenants, lessees were responsible for the direct payment to the taxing authorities of real estate taxes of approximately $18.7million, $6.4 million and $7.7 million, respectively.

Depreciation, Policy

Depreciation

We compute depreciation of building and related improvements using the straight-line method over the estimated remaining useful lives of the properties (not to exceed40 years) and furniture, fixtures and equipment (generally up to seven years). We compute depreciation of tenant improvements using the straight-line method over the lesser of the remaining term of the lease or the estimated useful life.

Impairments, Policy

Impairments

We periodically assess whether there are any indicators that the value of our long-lived assets, including goodwill, may be impaired or that their carrying value may not be recoverable. These impairment indicators include, but are not limited to, the vacancy of a property that is not subject to a lease; a lease default by a tenant that is experiencing financial difficulty; the termination of a lease by a tenant; or the rejection of a lease in a bankruptcy proceeding. We may incur impairment charges on long-lived assets, including real estate, direct financing leases, assets held for sale and equity investments in real estate. We may also incur impairment charges on marketable securities and goodwill. Our policies for evaluating whether these assets are impaired are presented below.

Real Estate

For real estate assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property's asset group to the future net undiscounted cash flow that we expect the property's asset group will generate, including any estimated proceeds from the eventual sale of the property's asset group. The undiscounted cash flow analysis requires us to make our best estimate of, among other things, market rents, residual values, and holding periods. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows. If the future net undiscounted cash flow of the property's asset group is less than the carrying value, the property's asset group is considered to be impaired. We then measure the loss as the excess of the carrying value of the property's asset group over its estimated fair value.

Direct Financing Leases

We review our direct financing leases at least annually to determine whether there has been an other-than-temporary decline in the current estimate of residual value of the property. The residual value is our estimate of what we could realize upon the sale of the property at the end of the lease term, based on market information. If this review indicates that a decline in residual value has occurred that is other-than-temporary, we recognize an impairment charge equal to the difference between the fair value and carrying value, which is discounted at the internal rate of return of the project.

Assets Held for Sale

When we classify an asset as held for sale, we compare the asset's estimated fair value less estimated cost to sell to its carrying value, and if the estimated fair value less estimated cost to sell is less than the property's carrying value, we reduce the carrying value to the estimated fair value less estimated cost to sell. We will continue to review the initial impairment for subsequent changes in the estimated fair value, and may recognize an additional impairment charge, if warranted.

Equity Investments in Real Estate and the Managed REITs

We evaluate our equity investments in real estate and in the Managed REITs on a periodic basis to determine if there are any indicators that the value of our equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent impairment has occurred, we measure the charge as the excess of the carrying value of our investment over its estimated fair value. For equity investments in real estate, we calculate estimated fair value by multiplying the estimated fair value of the underlying venture's net assets by our ownership interest percentage. For certain investments in the Managed REITs, we calculate the estimated fair value of our investment using the most recently published NAV of each Managed REIT, which for CPA®:17 – Global and CWI is deemed to be their initial public offering prices.

Goodwill

We evaluate goodwill for possible impairment at least annually or upon the occurrence of a triggering event using a two-step process. To identify any impairment, we first compare the estimated fair value of each of our reporting units with their respective carrying amount, including goodwill. We calculate the estimated fair value of the Investment Management reporting unitby applying a multiple, based on comparable companies, to earnings.For the Real Estate Ownership reporting unit, we calculate its estimated fair value by applying a multiple common to the real estate community.The selection of the comparable companies and transactions to be used in our evaluation process could have a significant impact on the fair value of our reporting units and possible impairments. If the fair value of the reporting unitexceeds its carrying amount, we do not consider goodwill to be impaired and no further analysis is required. If the carrying amount of the reporting unitexceeds its estimated fair value, we then perform the second step to determine and measure the amount of the potential impairment charge.

For the second step, we compare the implied fair value of the goodwill for each reporting unitwith its respective carrying amount and record an impairment charge equal to the excess of the carrying amount over the implied fair value. We determine the implied fair value of the goodwill by allocating the estimated fair value of the reporting unitto its assets and liabilities. The excess of the estimated fair value of the reporting unitover the amounts assigned to its assets and liabilities is the implied fair value of the goodwill.

We evaluate goodwill on an annual basis or upon the occurrence of a triggering event.The goodwill recorded in our Investment Management reporting unit is evaluated in the fourth quarter of every year.In connection with the Merger, we recorded goodwill in our Real Estate Ownership reporting unit.Prior to the Merger, there was no goodwill recorded in our Real Estate Ownership reporting unit.We will evaluate the goodwill recorded in our Real Estate Ownership reporting unit in the second quarter of every year.

Share-Based Compensation, Policy

Stock-Based Compensation

We have granted restricted shares, stock options, RSUs and PSUs to certain employees and independent directors. Grants were awarded in the name of the recipient subject to certain restrictions of transferability and a risk of forfeiture. Stock-based compensation expense for all equity-classified stock-based compensation awards is based on the grant date fair value estimated in accordance with current accounting guidance for share-based payments. We recognize these compensation costs for only those shares expected to vest on a straight-line or graded-vesting basis, as appropriate, over the requisite service period of the award. We include stock-based compensation within the listed shares caption of equity.

Foreign Currency, Policy

Foreign Currency

Translation

We have interests in real estate investments in the European Union and United Kingdom for which the functional currency is the euro and the British pound sterling, respectively. We perform the translation from the euro or the British poundsterling to the U.S. dollar for assets and liabilities using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted-average exchange rate during the period. We report the gains and losses resulting from such translation as a component of other comprehensive income in equity.

Transaction Gains or Losses

A transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later), realized upon settlement of a foreign currency transaction generally will be included in net income for the period in which the transaction is settled. Also, foreign currency intercompany transactions that are scheduled for settlement, consisting primarily of accrued interest and the translation to the reporting currency of subordinated intercompany debt with scheduled principal payments, are included in the determination of net income.

Foreign currency transactions that are intercompany foreign currency transactions that are of a long term nature (that is, settlement is not planned or anticipated in the foreseeable future), when the entities to the transactions are consolidated or accounted for by the equity method in our financial statements, are not included in determining net income but are accounted for in the same manner as foreign currency translation adjustments and reported as a component of other comprehensive income in equity.

Net realized gains or (losses) are recognized on foreign currency transactions in connection with the transfer of cash from foreign operations of subsidiaries to the parent company.For the years ended December 31, 2012, 2011 and 2010, we recognized net realized (losses)gains on such transactions of $(0.6) million, $0.4 million and less than $(0.1) million, respectively.

Derivatives Investments, Policy

Derivative Instruments

We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative designated and qualified as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Other comprehensive income until the hedged item is recognized in earnings.The ineffective portion of a derivative's change in fair value is immediately recognized in earnings.

We made an accounting policy election effective January 1, 2011, or the “effective date,” to use the portfolio exception in Accounting Standards Codification(“ASC”) 820-10-35-18D“Fair Value Measurement”, the “portfolio exception,” with respect to measuring counterparty credit risk for all of our derivative transactions subject to master netting arrangements.

Income Tax, Policy

Income Taxes

W. P. Carey & Co. LLC, our predecessor, converted to a REIT through the REIT Reorganization (Note 3). Effective February 15, 2012, we haveelected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code for the year ended December 31, 2012. As a REIT, we are not subject to federal income taxes on our income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We believe that we have operated, and we intend to continue to operate, in a manner that allows us to continue to qualify as a REIT.Deferred income taxes are recorded for the corporate subsidiaries based on earnings reported. The provision for income taxes differs from the amounts currently payable because of temporary differences in the recognition of certain income and expense items for financial reporting and tax reporting purposes. Income taxes are computed under the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between tax bases and financial bases of assets and liabilities (Note16).

Real Estate Ownership Operations

We expect to derive most of our REIT income from our real estate operations under our Real Estate Ownership segment. As such, our real estate operations are generally not subject to federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations are subject to certain state, local and foreign taxes, as applicable.

We hold our real estate assets under a subsidiary, Carey REIT II. Carey REIT II has elected to be taxed as a REIT under the Internal Revenue Code. We believe we have operated, and we intend to continue to operate, in a manner that allows Carey REIT II to continue to qualify as a REIT. Under the REIT operating structure, Carey REIT II is permitted to deduct distributions paid to our stockholders and generally will not be required to pay U.S. federal income taxes. Accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements related to Carey REIT II.

Investment Management Operations

We conduct our investment management operations primarily through TRSs. These operations are subject to federal, state, local and foreign taxes, as applicable. Our financial statements are prepared on a consolidated basis including these TRSs and include a provision for current and deferred taxes on these operations.

Earnings Per Share, Policy

Earnings Per Share

Basic earnings per share is calculated by dividing net income available to common stockholders, as adjusted for unallocated earnings attributable to the unvested RSUs by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share reflects potentially dilutive securities (options, restricted shares and RSUs) using the treasury stock method, except when the effect would be anti-dilutive.

Future Accounting Requirements, Policy

Future Accounting Requirement

The following Accounting Standards Update (“ASU”) promulgated by the FASB is applicable to us in future reports, as indicated:

ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment — In July 2012, the FASB issued an update to ASC 350, Intangibles – Goodwill and Other.The objective of this ASU is to simplify how entities test indefinite-lived intangible assets for impairment and to improve consistency in impairment testing guidance among long-lived asset categories. The amendments in the ASU permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test described in topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. Previous guidance under topic 350 required an entity to test indefinite-lived intangible assets for impairment, on at least an annual basis, by comparing the fair value of the asset with its carrying amount. If the fair value of an intangible asset is less than its carrying amount, an entity should recognize an impairment loss in the amount of that excess. Under the amendments in this ASU, an entity is not required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. Permitting an entity to assess qualitative factors when testing indefinite-lived intangible assets for impairment, results in guidance that is similar to the goodwill impairment testing guidance in ASU 2011-08. We do not expect the adoption to have a material impact on our financial position and results of operations.

Use Of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash Flows - Operating Activities
Net income	$ 62,779	$ 139,138	$ 74,951
Adjustments to net income:
Depreciation and amortization including intangible assets and deferred financing costs	55,114	29,616	24,443
(Income) loss from equity investments in real estate and the Managed REITs in excess of distributions received	(17,271)	310	(4,920)
Straight-line rent, financing lease adjustments and amortization of rent-related intangibles	2,831	(3,698)	286
Amortization of dererred revenue	(9,436)	(6,291)
Gain on deconsolidation of a subsidiary		(1,008)
Loss (gain) on sale of real estate	2,773	3,391	(460)
Unrealized (gain) loss on foreign currency transactions and others	(1,861)	138	300
Realized loss (gain) on foreign currency transactions and others	610	(965)	(731)
Allocation of loss to profit-sharing interest			(781)
Management income received in shares of Managed REITs	(28,477)	(73,936)	(35,235)
Gain on conversion of shares	(15)	(3,806)
Gain on change in control of interests	(20,794)	(27,859)
Impairment charges	22,962	10,473	15,381
Stock-based compensation expense	26,038	17,716	7,082
Deferred acquisition revenue received	21,059	21,546	21,204
Increase in structuring revenue receivable	(20,304)	(19,537)	(20,237)
(Decrease) increase in income taxes, net	(18,277)	244	(1,288)
Net changes in other operating assets and liabilities	2,912	(5,356)	6,422
Net cash provided by operating activities	80,643	80,116	86,417
Cash Flows - Investing Activities
Cash paid to stockholder of CPA15 in connection with the merger	(152,356)
Cash acquired in connection with the Merger	178,945
Distributions received from equity investments in real estate and the Managed REITs in excess of equity income	46,294	20,807	18,758
Capital contributions to equity investments	(726)	(2,297)
Purchase of interests in CPA:16 - Global		(121,315)
Purchases of real estate and equity investments in real estate	(3,944)	(24,315)	(96,884)
Value added taxes (VAT) paid in connection with acquisition of real estate			(4,222)
VAT refunded in connection with acquistions of real estate		5,035
Capital expenditures	(6,204)	(13,239)	(5,135)
Cash acquired on acquisition of subsidiaries		57
Proceeds from sale of real estate	73,204	12,516	14,591
Proceeds from sale of securities	372	818
Funding of short-term loans to affiliates		(96,000)
Proceeds from repayment of short-term loans to affiliates		96,000
Funds placed in escrow	(46,951)	(6,735)	(1,571)
Funds released from escrow	37,832	2,584	36,620
Net cash provided by (used in) investing activities	126,466	(126,084)	(37,843)
Cash Flows - Financing Activities
Distributions paid	(113,867)	(85,814)	(92,591)
Contributions from noncontrolling interests	3,291	3,223	14,261
Distributions paid to noncontrolling interests	(7,314)	(7,258)	(4,360)
Contributions from profit-sharing interest			3,694
Distributions to profit-sharing interest			(693)
Purchase of noncontrolling interest		(7,502)
Purchase of treasury stock from related party (Note 4)	(45,270)
Scheduled payments of mortgage principal	(54,964)	(25,327)	(14,324)
Proceeds from mortgage financing	23,750	45,491	56,841
Proceeds from senior credit facility	300,000	251,410	83,250
Repayments of senior credit facility	(280,160)	(160,000)	(52,500)
Payment of financing costs	(2,557)	(7,778)	(1,204)
Funds placed in escrow	1,970
Proceeds from issuance of shares	51,644	1,488	3,724
Windfall tax benefit associated with stock-based compensation awards	10,185	2,569	2,354
Net cash (used in) provided by financing activities	(113,292)	10,502	(1,548)
Change in Cash and Cash Equivalents During the Period
Effect of exchange rate changes on cash	790	70	(783)
Net increase (decrease) in cash and cash equivalents	94,607	(35,396)	46,243
Cash and cash equivalents, beginning of period	29,297	64,693	18,450
Cash and cash equivalents, end of period	$ 123,904	$ 29,297	$ 64,693

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Consolidated Statements of Cash Flows (Tables)

12 Months Ended

Dec. 31, 2012

Additional Cash Flow Elements And Supplemental Cash Flow Information

Schedule Of Noncash Or Part Noncash Acquisitions

Assets Acquired at Fair Value
	Investments in real estate	$	1,762,872
	Net investment in direct financing leases		315,789
	Equity investments in real estate		166,247
	Intangible assets		695,310
	Other assets		81,750
Liabilities Assumed at Fair Value
	Non-recourse debt		(1,350,755)
	Accounts payable, accrued expenses and other liabilities		(186,795)
Amounts attributable to noncontrolling interests			(237,359)
Net assets acquired excluding cash			1,247,059
Fair value of common shares issued			(1,380,362)
Cash consideration			(152,356)
Fair value of W. P. Carey & Co. LLC equity interest in CPA®:15 prior to the Merger			(107,147)
Fair value of W. P. Carey & Co. LLC equity interest in jointly-owned investments with CPA®:15 prior to the Merger			(54,822)
Goodwill			268,683
Cash acquired on acquisition of subsidiaries		$	(178,945)

Schedule of Assets and Liabilities Deconsolidated

Assets
	Net investments in properties		$	5,340
	Intangible assets and goodwill, net			(15)
		Total	$	5,325
Liabilities
	Non-recourse debt		$	(6,311)
	Accounts payable, accrued expenses and other liabilities			(22)
		Total	$	(6,333)

Schedule of Cash Flow, Supplemental Disclosures

	Years Ended December 31,
	2012		2011		2010
Interest paid	$	38,092	$	21,168	$	15,351
Income taxes paid	$	12,501	$	33,641	$	24,307

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Fair Value Measurements (Details 1) (Fair Value Recurring, USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Assets:
Other securities		$ 233
Money market funds	231	35
Derivative assets	1,745	0
Total	1,976	268
Liabilities:
Reedemable noncontrolling interest	7,531	7,700
Derivative liabilities	24,578	4,175
Total	32,109	11,875
Level 1
Assets:
Other securities		0
Money market funds	231	35
Derivative assets	0
Total	231	35
Liabilities:
Reedemable noncontrolling interest	0	0
Derivative liabilities	0	0
Total	0	0
Level 2
Assets:
Other securities		0
Money market funds	0	0
Derivative assets	25
Total	25	0
Liabilities:
Reedemable noncontrolling interest	0	0
Derivative liabilities	24,578	4,175
Total	24,578	4,175
Level 3
Assets:
Other securities		233
Money market funds	0	0
Derivative assets	1,720
Total	1,720	233
Liabilities:
Reedemable noncontrolling interest	7,531	7,700
Derivative liabilities	0	0
Total	$ 7,531	$ 7,700

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Discontinued Operations (Narratives) (Details) (USD $)	12 Months Ended				12 Months Ended							1 Months Ended
	Dec. 31, 2010 property	Dec. 31, 2012	Sep. 28, 2012	Dec. 31, 2011	Dec. 31, 2012 BE Aerospace	Dec. 31, 2011 Career Education Institute	Dec. 31, 2012 13 domestic properties property	Dec. 31, 2011 13 domestic properties	Dec. 31, 2010 13 domestic properties	Dec. 31, 2011 7 domestic properties property	Dec. 31, 2010 7 domestic properties	Jan. 31, 2013 Merger property	Dec. 31, 2012 Merger property
Discontinued Operation Additional Disclosures
Properties sold	7						13			7
Proceeds from the sale of properties	$ 14,600,000				$ 25,300,000	$ 5,300,000	$ 44,800,000			$ 12,500,000		$ 1,400,000
Gain (loss) on sale of property	500,000				(500,000)		(1,400,000)			(3,400,000)
Gain on disposal of asset						1,000,000
Impairment recognized on asset to be disposed	5,900,000					5,600,000	12,500,000	11,800,000	500,000	100,000	2,700,000
Non-recourse mortgage	35,000,000	23,800,000		29,000,000		6,300,000
Intangible assets and goodwill, disposed			$ (15,000)										$ 3,200,000

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Risk Management and Use of Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2012

Risk Management and Use of Derivative Financial Instruments

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

Derivatives Designated			Asset Derivatives Fair Value at				Liability Derivatives Fair Value at
as Hedging Instruments		Balance Sheet Location	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Interest rate cap		Other assets, net		25		-		-		-
Foreign currency contracts		Accounts payable, accrued
		expenses and other liabilities		-		-		(2,067)		-
Interest rate swaps		Accounts payable, accrued		-		-		(5,825)		(4,175)
		expenses and other liabilities
Derivatives Not Designated
as Hedging Instruments
Stock warrants	(a)	Other assets, net		1,720		-		-		-
Interest rate swaps	(a)	Accounts payable, accrued
		expenses and other liabilities		-		-		(16,686)		-
Total derivatives			$	1,745	$	-	$	(24,578)	$	(4,175)

Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss)

	Amount of Gain (Loss) Recognized in
	Other Comprehensive Income on Derivatives (Effective Portion)
	Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2012		2011		2010
Interest rate swaps	$	(1,059)	$	(3,564)	$	(45)
Interest rate cap		277		-		-
Foreign currency contracts		(1,480)		-		-
Total	$	(2,262)	$	(3,564)	$	(45)

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance

	Amount of Gain (Loss) Reclassified from Other Comprehensive Income
	into Income (Effective Portion)
	Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2012		2011		2010
Interest rate swaps	$	(1,442)	$	-	$	-
Foreign currency contracts		(186)
Total	$	(1,628)	$	-	$	-

		Amount of Gain (Loss) Recognized in
		Income on Derivatives
	Location of Gain (Loss)	Years Ended December 31,
Derivatives Not in Cash Flow Hedging Relationships	Recognized in Income	2012		2011		2010
Interest rate swaps	Other income and (expenses)	$	429	$	-	$	-
Stock warrants	Other income and (expenses)		108		-		-
Total		$	537	$	-	$	-

Schedule of Derivative Instruments

		Notional		Effective	Effective	Expiration	Fair Value at
Description	Type	Amount		Interest Rate	Date	Date	December 31, 2012
3-Month Euro Interbank Offering Rate (“Euribor”)	Interest rate cap	€	69,457	2.0%	12/2012	12/2014	$	25
3-Month Euribor	“Pay-fixed” swap	€	6,286	4.2%	3/2008	3/2018		(1,392)
1-Month LIBOR	“Pay-fixed” swap	$	33,631	3.0%	7/2010	7/2020		(3,624)
1-Month LIBOR	“Pay-fixed” swap	$	25,714	3.9%	8/2012	8/2022		(403)
1-Month LIBOR	“Pay-fixed” swap	$	6,905	4.4%	6/2012	3/2022		(122)
1-Month LIBOR	“Pay-fixed” swap	$	4,414	3.0%	4/2010	4/2015		(247)
1-Month LIBOR	“Pay-fixed” swap	$	3,500	3.7%	12/2012	2/2019		(37)
							$	(5,800)

			Notional		Effective	Effective	Expiration	Fair Value at
Description	(a) (c)	Type	Amount		Interest Rate	Date	Date	December 31, 2012
3-Month Euribor		“Pay-fixed” swap	€	100,000	3.7%	7/2006	7/2016	$	(15,462)
3-Month Euribor		“Pay-fixed” swap	€	15,970	0.9%	4/2012	7/2013		(86)
3-Month Euribor		“Pay-fixed” swap	€	6,975	4.4%	4/2008	10/2015		(523)
3-Month Euribor		“Pay-fixed” swap	€	5,479	4.3%	4/2007	7/2016		(615)
								$	(16,686)

		Ownership
		Interest at		Notional				Effective	Expiration	Fair Value at
Description		December 31, 2012	Type	Amount		Cap Rate	Spread	Date	Date	December 31, 2012
3-Month LIBOR	(a)	17.8%	Interest rate cap	$	119,185	4.0%	4.8%	8/2009	8/2014	$	1
1-Month LIBOR	(b)	79.0%	Interest rate cap		17,275	3.0%	4.0%	9/2009	4/2014		-
										$	1

	Notional		Strike		Effective	Expiration	Fair Value at
Type	Amount		Price		Date	Date	December 31, 2012
Foreign currency forward contracts	€	50,648	$	1.27 - 1.30	5/2012	3/2013 - 6/2017	$	(2,051)
Foreign currency forward contracts	€	8,700	$	1.34 - 1.35	12/2012	9/2017 - 3/2018		(16)
							$	(2,067)

Portfolio Concentration Risk

		December 31, 2012
Region:
California		10%
Other U.S.		62%
	Total U.S	72%
	Total Europe	28%
	Total	100%
Asset Type:
Office		29%
Industrial		19%
Warehouse/Distribution		15%
Retail		14%
Self storage		10%
All others		13%
	Total	100%
Tenant Industry:
Retail		20%
All other		80%
		100%
Aerospace and Defense

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Consolidated Statements of Cash Flows (Supplementals) (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Supplemental Cash Flow Information
Interest paid	$ 38,092	$ 21,168	$ 15,351
Income taxes paid	$ 12,501	$ 33,641	$ 24,307

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Equity Investment in Real Estate and the Managed REITs (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Investmens in REITs
Equity earnings from equity investments in the REITs	$ 5,509	$ 16,928	$ 10,480
Other-than- temporary impairment charges on CPA:16-Global operating partnership	(9,910)
Distributions of Available Cash	30,009	15,535	4,468
Deferred revenue earned	8,492	5,662	0
Equity income from the REIT's	34,100	38,125	14,948
Equity from other equity investments	28,292	13,103	16,044
Total income from equity investments in real estate and the REIT's	$ 62,392	$ 51,228	$ 30,992

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Investments in real estate:
Real estate, at cost (inclusive of amounts attributable to consolidated variable interest entities (''VIEs'') of $78,745 and $41,032, respectively)	$ 2,331,613	$ 646,482
Operating real estate, at cost (inclusive of amounts attributable to consolidated VIEs of $0 and $26,318, respectively)	99,703	109,875
Accumulated depreciation (inclusive of amounts attributable to consolidated VIEs of $16,110 and $22,350, respectively)	(136,068)	(135,175)
Net investments in properties	2,295,248	621,182
Real estate under construction	2,875
Net investments in direct financing leases (inclusive of amounts attributable to consolidated VIEs of $23,921 and $0, respectively)	376,005	58,000
Assets held for sale	1,445	0
Equity investments in real estate and the REITs	565,626	538,749
Net investments in real estate	3,241,199	1,217,931
Cash (inclusive of amounts attributable to consolidated VIEs of $17 and $230, respectively)	123,904	29,297
Due from affiliates	36,002	38,369
Goodwill	329,132	63,607
In-place lease, net (inclusive of amounts attributable to consolidated VIEs of $3,823 and $0, respectively)	447,278	44,578
Above-market rent, net (inclusive of amounts attributable to consolidated VIEs of $2,773and $0, respectively)	279,885	4,822
Other intangible assets, net (inclusive of amounts attributable to consolidated VIEs of $297 and $0, respectively)	10,200	12,950
Other assets, net (inclusive of amounts attributable to consolidated VIEs of $4,232 and $2,773, respectively)	141,442	51,069
Total assets	4,609,042	1,462,623
Liabilities:
Non-recourse debt (inclusive of amounts attributable to consolidated VIEs of $30,326 and $14,261, respectively)	1,715,397	356,209
Senior credit facility	253,000	233,160
Accounts payable, accrued expenses and other liabilities (inclusive of amounts attributable to consolidated VIEs of $7,659 and $1,651, respectively)	265,132	82,055
Income taxes, net	24,959	44,783
Distributions payable	45,700	22,314
Total liabilities	2,304,188	738,521
Redeemable noncontrolling interest	7,531	7,700
Redeemable securities - related party (Note 4)	40,000	0
Commitments and contingencies (Note 13)
W. P. Carey stockholders' equity:
Common stock, $0.001 per value, 450,000,000 shares authorized; 68,901,933 and 0 shares issued	69	0
Preferred stock, $0.001 per value, 50,000,000 shares authorized; none issued	0	0
Additional paid-in capital	2,175,820	779,071
Distributions in excess of accumulated earnings	(172,182)	(95,046)
Deferred compensation obligation	(8,358)	(7,063)
Accumulated other comprehensive loss	(4,649)	(8,507)
Less, treasury stock at cost, 416,408 and 0 shares, respectively	(20,270)	0
Total W. P. Carey stockholders' equity	1,987,146	682,581
Noncontrolling interest	270,177	33,821
Total equity	2,257,323	716,402
Total liabilities and equity	$ 4,609,042	$ 1,462,623

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Taxes

Schedule Of Components Of Income Tax Expense Benefit

	Years Ended December 31,
	2012		2011		2010
Federal
Current	$	18,142	$	17,820	$	17,729
Deferred		(21,167)		6,867		(2,409)
		(3,025)		24,687		15,320
State, Local and Foreign
Current		15,441		10,559		12,250
Deferred		(5,633)		1,968		(1,756)
		9,808		12,527		10,494
Total Provision	$	6,783	$	37,214	$	25,814

Schedule Of Deferred Tax Assets And Liabilities

	At December 31,
	2012		2011
Deferred Tax Assets
Unearned and deferred compensation	$	17,272	$	12,598
Other		10,832		3,465
		28,104		16,063
Deferred Tax Liabilities
Receivables from affiliates		(13,251)		(14,378)
Investments		(31,598)		(45,812)
Other		(583)		-
		(45,432)		(60,190)
Net Deferred Tax Liability	$	(17,328)	$	(44,127)

Schedule Of Effective Income Tax Rate Reconciliation

	Years Ended December 31,
	2012			2011			2010
Pre-tax (loss) income from taxable subsidiaries	$	(412)		$	78,561		$	49,253
Federal provision at statutory tax rate (35%)		(144)	35.0%		27,496	35.0%		17,238	35.0%
State and local taxes, net of federal benefit		616	(149.5%)		7,409	9.4%		4,303	8.7%
Amortization of intangible assets		465	(112.9%)		486	0.6%		854	1.7%
Other		1,069	(261.2%)		272	0.4%		264	0.6%
Tax provision — taxable subsidiaries		2,006	(488.6%)		35,663	45.4%		22,659	46.0%
Other state, local and foreign taxes		4,777			1,551			3,155
Total provision	$	6,783		$	37,214		$	25,814

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Risk Management and Use of Derivative Financial Instruments (Details 9)	12 Months Ended
	Dec. 31, 2012
Risks and Uncertainties
Concentration Risk Percentage	10.00%
Retail
Risks and Uncertainties
Concentration Risk Percentage	20.00%
All other
Risks and Uncertainties
Concentration Risk Percentage	80.00%
Office
Risks and Uncertainties
Concentration Risk Percentage	29.00%
Industrial
Risks and Uncertainties
Concentration Risk Percentage	19.00%
Warehouse/Distribution
Risks and Uncertainties
Concentration Risk Percentage	15.00%
Retail
Risks and Uncertainties
Concentration Risk Percentage	14.00%
Self Storage
Risks and Uncertainties
Concentration Risk Percentage	10.00%
All other
Risks and Uncertainties
Concentration Risk Percentage	13.00%
California
Risks and Uncertainties
Concentration Risk Percentage	10.00%
Other US
Risks and Uncertainties
Concentration Risk Percentage	62.00%
US
Risks and Uncertainties
Concentration Risk Percentage	72.00%
Europe
Risks and Uncertainties
Concentration Risk Percentage	28.00%

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Income Taxes (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Reconciliation of total provision for Income Tax
Pretax income from taxable subsidiaries	$ (412)	$ 78,561	$ 49,253
Federal provision at statutory tax rate (35%)	(144)	27,496	17,238
State and local taxes, net of federal benefit	616	7,409	4,303
Amortization of intangible assets	465	486	854
Other	1,069	272	264
Tax provision - taxable subsidiaries	2,006	35,663	22,659
Other state, local and foreign taxes	4,777	1,551	3,155
Income Tax Expense (Benefit), Continuing Operations	$ 6,783	$ 37,214	$ 25,814
Effective Income Tax Rate, Continuing Operations
Income tax rate - Federal	35.00%	35.00%	35.00%
Income tax rate - State and local	(149.50%)	9.40%	8.70%
Income tax rate - Amortization of intangible assets	(112.90%)	0.60%	1.70%
Income tax rate - Other	(261.20%)	0.40%	0.60%
Income tax rate - Total	(488.60%)	45.40%	46.00%

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Consolidated Statements of Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total USD ($)	Common Stock No Par Value	Common Stock USD ($)	Additional Paid-in Capital USD ($)	Distributions in Excess of Accumulated Earnings USD ($)	Deferred Compensation Obligation USD ($)	Accumulated Other Comprehensive Loss USD ($)	Treasury Stock USD ($)	Total W.P. Carey Stockholders USD ($)	Noncontrolling Interest USD ($)
Beginning equity balance - value at Dec. 31, 2009	$ 632,408			$ 754,507	$ (138,442)	$ 10,249	$ (681)		$ 625,633	$ 6,775
Beginning equity balance - shares at Dec. 31, 2009		39,204,605
Cash proceeds on issuance of shares, value, net	3,724			3,724					3,724
Cash proceeds on issuance of shares, shares, net		196,802
Grants issued in connection with services rendered - value	450					450			450
Shares issued under share incentive plans - shares		368,012
Contributions	14,261									14,261
Forfeitures of shares - value	(1,517)			(1,517)					(1,517)
Forfeitures of shares - shares		(47,214)
Distributions declared	(81,299)				(81,299)				(81,299)
Distributions to noncontrolling interests	(3,305)									(3,305)
Windfall tax benefit - share incentive plan	2,354			2,354					2,354
Stock-based compensation expense	7,961			8,149		(188)			7,961
Repurchase and retirement of shares - value	(2,317)			(2,317)					(2,317)
Repurchase and retirement of shares - shares		(267,358)
Redemption value adjustment	471			471					471
Tax impact of purchase of W. P. Carey International LLC interest	(1,637)			(1,637)					(1,637)
Reclassification of the third-party interest in Carey Storage	22,402									22,402
Net income	73,658				73,972				73,972	(314)
Other comprehensive loss
Foreign currency translation adjustments	(1,389)						(2,031)		(2,031)	642
Unrealized loss on derivative instruments	(757)						(757)		(757)
Change in unrealized (depreciation) appreciation on marketable securities	6						6		6
Ending equity balance - value at Dec. 31, 2010	665,474			763,734	(145,769)	10,511	(3,463)		625,013	40,461
Ending equity balance - shares at Dec. 31, 2010		39,454,847
Cash proceeds on issuance of shares, value, net	1,488			1,488					1,488
Cash proceeds on issuance of shares, shares, net		45,674
Grants issued in connection with services rendered - value	700					700			700
Grants issued in connection with services rendered - shares		5,285
Shares issued under share incentive plans - shares		576,148
Contributions	3,223									3,223
Forfeitures of shares - value	(274)			(274)					(274)
Forfeitures of shares - shares		(3,562)
Distributions declared	(88,055)				(88,356)	301			(88,055)
Distributions to noncontrolling interests	(6,000)									(6,000)
Windfall tax benefit - share incentive plan	2,569			2,569					2,569
Stock-based compensation expense	17,290			21,739		(4,449)			17,290
Repurchase and retirement of shares - value	(4,761)			(4,761)					(4,761)
Repurchase and retirement of shares - shares		(349,374)
Redemption value adjustment	455			455					455
Purchase of noncontrolling interest in connection with the Merger	(7,491)			(5,879)					(5,879)	(1,612)
Net income	137,215				139,079				139,079	(1,864)
Other comprehensive loss
Foreign currency translation adjustments	(1,832)						(1,445)		(1,445)	(387)
Unrealized loss on derivative instruments	(3,588)						(3,588)		(3,588)
Change in unrealized (depreciation) appreciation on marketable securities	(11)						(11)		(11)
Ending equity balance - value at Dec. 31, 2011	716,402			779,071	(95,046)	7,063	(8,507)		682,581	33,821
Ending equity balance - shares at Dec. 31, 2011		39,729,018
Cash proceeds on issuance of shares, value, net	1,553			1,553					1,553
Cash proceeds on issuance of shares, shares, net		30,993	13,768
Cash proceeds on issuance of shares to third party, value	45,000		1	44,999					45,000
Cash proceeds on issuance of shares to third party, shares			937,500
Grants issued in connection with services rendered - shares		427,425	3,822
Shares issued under share incentive plans - value	646			646					646
Shares issued under share incentive plans - shares		238,728	27,044
Contributions	3,291									3,291
Forfeitures of shares - shares		(29,919)
Distributions declared	(45,270)				0	0			(45,270)
Distributions to noncontrolling interests	(138,944)									0
Windfall tax benefit - share incentive plan	10,185			10,185					10,185
Stock-based compensation expense	26,038			25,067		971			26,038
Repurchase and retirement of shares - value	(840)			(840)					(840)
Redemption value adjustment	(6,649)			0					0
Reclassification of estate shareholder shares	(40,000)			(40,000)					(40,000)
Purchase of noncontrolling interest in connection with the Merger	237,359			(154)					(154)	237,513
Exchange of shares of W. P. Carey & Co. LLC shares for shares of W.P.Carey Inc. in connection with the Merger,value			40	(40)
Exchange of shares of W. P. Carey & Co. LLC shares for shares of W.P.Carey Inc. in connection with the Merger, shares		(39,834,827)	39,834,827
Shares issued to stockholders of CPA:15 in connection with the Merger, value	1,380,361		28	1,380,333					1,380,361
Shares issued to stockholders of CPA:15 in connection with the Merger, shares			28,170,643
Purchase of treasury stock from related parties, value	0							25,000	0
Purchase of treasury stock from related party, shares		0	(85,671)
Cancellation of shares, value				0				0
Cancellation of shares, shares			0
Net income
Other comprehensive loss
Foreign currency translation adjustments	(2,262)						(2,262)		(2,262)	0
Unrealized loss on derivative instruments	(7)						(7)		(7)
Change in unrealized (depreciation) appreciation on marketable securities	2,257,323						(4,649)		1,987,146
Ending equity balance - value at Dec. 31, 2012	$ 2,257,323
Ending equity balance - shares at Dec. 31, 2012

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Risk Management and Use of Derivative Financial Instruments (Details 7) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Derivative Disclosure
Fair Value	$ (2,067)
Interest rate cap
Derivative Disclosure
Fair Value	1
3-Month Libor August | Interest rate cap
Derivative Disclosure
Equity method investment, ownership percentage	17.80%
Notional Amount	119,185
Cap Rate	4.00%
Spread	4.80%
Effective Date	Aug. 31, 2009
Expiration Date	Aug. 31, 2014
Fair Value	1
1-Month Libor September | Interest rate cap
Derivative Disclosure
Equity method investment, ownership percentage	79.00%
Notional Amount	17,275
Cap Rate	3.00%
Spread	4.00%
Effective Date	Sep. 30, 2009
Expiration Date	Apr. 30, 2014
Fair Value	$ 0

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Agreements and Transactions of Related Parties (Narratives) (Details) (USD $)	12 Months Ended						1 Months Ended	12 Months Ended										3 Months Ended		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Options One	Dec. 31, 2012 Options Two	Dec. 31, 2012 Options Maximum	May 31, 2011 CPA14/16 Merger	Dec. 31, 2012 CPA14/16 Merger	Dec. 31, 2011 CPA14/16 Merger	Dec. 31, 2012 Maximum	Dec. 31, 2012 Minimum	Dec. 31, 2012 CPA 16 - Global	Dec. 31, 2011 CPA 16 - Global	Dec. 31, 2012 CPA 17 - Global	Dec. 31, 2011 CPA 17 - Global	Dec. 31, 2012 CPA 17 - Global Maximum	Dec. 31, 2012 CPA 17 - Global Minimum	Sep. 30, 2011 CWI	Jun. 30, 2011 CWI	Dec. 31, 2012 CWI	Dec. 31, 2011 CWI
Asset management fees
Asset management revenue is calculated as a percent of total average invested assets	1.00%											0.50%
Performance revenue is calculated as a percent of total average invested assets	0.50%
Asset management revenue is calculated as a percent of average equity value of securities														1.75%
Asset management revenue is calculated as a percent of average lodging-related assets																				0.50%
Other distributions of cash received	10.00%
Asset management revenue receivable in shares, percent	50.00%	80.00%
Asset management revenue receivable in cash, percent	50.00%	20.00%
Structuring revenue
Acquisition revenue as a percent of total cost of all investments made by each CPA REIT	4.50%
Percent of structuring revenue paid on completion of transaction	2.50%
Percent of structuring revenue paid in annual installments	2.00%
Initial acquisition revenue percentage																1.75%	0.00%			2.50%
Maximum percentage of revenue earned on initial acquisition	6.00%
Unpaid transaction fee interest rate										7.00%	5.00%
Loan Refinanced Fee Rate	1.00%
Termination revenue		$ 31,200,000							$ 31,200,000
Subordinated disposition revenue, percentage	3.00%
Subordinated disposition revenue		21,300,000							21,300,000
Subordinated incentive revenue, percentage	15.00%
Reimbursed costs from affiliates and wholesaling revenue
Selling commission per share sold														$ 0.65						$ 0.70
Dealer revenue per share sold														$ 0.35						$ 0.30
Wholesaling revenue per share sold														$ 0.15
Minimum Offering Amount																				10,000,000
Maximum percent of offering proceeds																				2.00%
Organization and offering costs incurred																				7,400,000
Offering Costs Obligation To Reimburse																				3,100,000
Offering Costs Reimbursed																				2,700,000
Other transactions with affiliates
Loan To Affiliates	50,000,000														90,000,000			2,000,000	4,000,000
Due from affiliates	36,002,000	38,369,000
Interest rate on loan to affiliates															0.0115			LIBOR plus0.9%	LIBOR plus 2.5%
Joint venture ownership percentage										95.00%	3.00%
Interest income		200,000
Proceeds from repayment of loans to related party		96,000,000																			1,000,000
Proceeds from related party debt																					1,000,000
Share Purchase Agreement
First sale option, value	25,000,000
Second sale option, value	20,000,000
Third sale option, value	40,000,000
Common stock market value on excerise date				$ 44.53	$ 48.67
Stock repurchased during period, shares				561,418	410,964
Purchase of common stock	45,270,000			25,000,000	20,000,000
Registration rights agreement				50,000,000	75,000,000	250,000,000
Minimum lease payment receivable	430,514,000
Percent Purchase Price		96.00%
UPREIT Reorganization
Payment for special member interest		0.3							300,000
Equity method investments	565,626,000	538,749,000											28,300,000
Amortization of dererred revenue	(9,436,000)	(6,291,000)										8,500,000	5,700,000
Deferred revenue		6,000,000
Capital Interest Of Managing Members									99.985%
Special Interest									0.015%
Former Subordinated Incentive And Termination Fee Percentage									15.00%
Reduced Asset Management Fee Percentage									0.50%
Previous Asset Management Fee Percentage									1.00%
Final Distribution Percentage									15.00%
Return On Managing Members Invested Capital Base									100.00%
Deferred Revenue Eliminated									6,000,000
Ownership Interest In Another Reit									17.50%
Managing Members Priority Return									6.00%
Contract Termination Fee									28,300,000
CPA 14/16 Merger
acquisition costs									31,800,000
Fair value of mortgage loans assumed							(117,100,000)		87,600,000
Termination revenue		31,200,000							31,200,000
Terminition revenue received in share exchange									3,242,089
Shares received as terminaton revenue									2,717,138
Unamortized deferred revenue								12,600,000	22,000,000
Proceeds from Unsecured Lines of Credit	300,000,000	251,410,000	83,250,000
Amortization of differential basis								900,000	600,000
Cash per share exchage rate									$ 10.50
Share per share exchange rate									$ 1.1932
Net Asset Value									$ 11.50
Special Distributions Per Share									$ 1.00
Special Distributions Value									90,400,000
Merger Consideration									954,500,000
Cash consideration paid									444,000,000
Consideration, shares recieved									57,365,145
Fair value of shares issued									510,500,000
Additional Shares Purchased									13,750,000
Value Of Additional Shares Purchased									121,000,000
Affiliate Senior Credit Facility									320,000,000
Line of Credit									$ 121,400,000
Shares Received From Reit Arising From Merger									13,260,091
Shares Received In Exchange From Liquidating Shareholders								48,076,723

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Debt (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Long-term Debt, by Maturity
2013	$ 174,648
2014	631,345
2015	240,681
2016	87,223
2017	125,999
Thereafter through 2037	725,257
Long Term Debt Before Unamortized Discount	1,985,153
Unamortized discount	(16,756)
Total scheduled debt principal payments	1,968,397
Revolving Credit Facility
Long-term Debt, by Maturity
2014	78,000
Term Loan Facility
Long-term Debt, by Maturity
2014	$ 175,000

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Net Investments in Properties (Tables)

12 Months Ended

Dec. 31, 2012

Net Investments in Properties

Net Investments in Real Estate Properties

	December 31,
	2012		2011
Land	$	509,530	$	111,483
Buildings		1,822,083		534,999
Less: Accumulated depreciation		(116,075)		(118,054)
	$	2,215,538	$	528,428

Net Investments in Operating Real Estate Properties

	December 31,
	2012		2011
Land	$	22,158	$	24,031
Buildings		77,545		85,844
Less: Accumulated depreciation		(19,993)		(17,121)
	$	79,710	$	92,754

Schedule of Minimum Lease Rents Receivable

Years Ending December 31,	Total
2013	$	272,559
2014		270,952
2015		249,266
2016		227,445
2017		213,292
Thereafter		1,078,071
Total	$	2,311,585

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Net Investments in Properties (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Real Estate Investment Property At Cost
Accumulated depreciation (inclusive of amounts attributable to consolidated VIEs of $16,110 and $22,350, respectively)	$ (136,068)	$ (135,175)
Net investments in properties	2,295,248	621,182
Real Estate
Real Estate Investment Property At Cost
Land	509,530	111,483
Buildings	1,822,083	534,999
Accumulated depreciation (inclusive of amounts attributable to consolidated VIEs of $16,110 and $22,350, respectively)	(116,075)	(118,054)
Net investments in properties	2,215,538	528,428
Operating Real Estate
Real Estate Investment Property At Cost
Land	22,158	24,031
Buildings	77,545	85,844
Accumulated depreciation (inclusive of amounts attributable to consolidated VIEs of $16,110 and $22,350, respectively)	(19,993)	(17,121)
Net investments in properties	$ 79,710	$ 92,754

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Equity

12 Months Ended

Dec. 31, 2012

Equity

Equity

Note14. Equity

Distributions

Distributions paid to stockholders consist of ordinary income, capital gains, return of capital or a combination thereof for income tax purposes.The following table presents distributions per share,declared and paid in October 2012, reported for federal tax purposesand serves as a designation of capital gain distributions, if applicable, pursuant to Internal Revenue Code Section 857(b)(3)(C) and Treasury Regulation§ 1.857-6(e):

	Distributions Paid on
	October 16, 2012
Ordinary income	$	0.6228
Return of capital		0.0272
Total distributions	$	0.6500

We declared a quarterly distribution of $0.6600 per share in December2012, which was paid in January 2013 to stockholders of record at December 31, 2012; and a quarterly distribution of $0.5630 per share in December 2011, which was paid in January 2012 to stockholders of record at December 31, 2011.

Redeemable Noncontrolling Interest

On June 30, 2003, WPCI granted an incentive award to two officers of WPCI consisting of 1,500,000 restricted units, representing an approximate 13% interest in WPCI, and 1,500,000 options for WPCI units with a combined fair value of $2.5 million at that date. Both the options and restricted units vested ratably over five years, with full vesting occurring December31, 2007.During 2008, the officers exercised all of their 1,500,000 options to purchase 1,500,000 units of WPCI at $1.00 per unit. Upon the exercise of the WPCI options, the officers had a total interest of approximately 23% in WPCI. The terms of the vested restricted units and units received in connection with the exercise of options of WPCI by noncontrolling interest holders provided that the units could be redeemed, commencing December 31, 2012 and thereafter, solely in exchange for our shares and that any redemption would be subject to a third-party valuation of WPCI.

In December 2009, one of those officers resigned from W. P. Carey, WPCI and all affiliated entities pursuant to a mutually agreed separation. In October 2012, the remaining officer's employment with W. P. Carey, WPCI and all affiliated entities was terminated. At December 31, 2012, this former employee has a total interest of approximately 7.7% in each of WPCI and the related entities. We account for the noncontrolling interest in WPCIheld by this former employee as a redeemable noncontrolling interest, as we have an obligation to repurchase the interest from that individual, at his election and subject to certain conditions.The individual's interest is reflected at estimated redemption value for all periods presented.

The following table presents a reconciliation of redeemable noncontrolling interest (in thousands):

	Years Ended December 31,
	2012		2011		2010
Beginning balance	$	7,700	$	7,546	$	7,692
Redemption value adjustment		840		(455)		(471)
Net income		40		1,923		1,293
Distributions		(1,055)		(1,309)		(956)
Change in other comprehensive (loss) income		6		(5)		(12)
Ending balance	$	7,531	$	7,700	$	7,546

Transfers to Noncontrolling Interest

The following table presents a reconciliation of the effect of transfers in noncontrolling interest (in thousands):

				Years Ended December 31,
				2012		2011		2010
Net income attributable to W. P. Carey				$	62,132	$	139,079	$	73,972
	Transfers to noncontrolling interest
		Decrease in W. P. Carey’s additional paid-in capital for purchase of 50 Rock			(154)		-		-
		Decrease in W. P. Carey’s additional paid-in capital for purchase of CheckFree Holdings, Inc.			-		(5,879)		-
			Net transfers to noncontrolling interest		(154)		(5,879)		-
	Change from net income attributable to W. P. Carey and transfers to noncontrolling interest			$	61,978	$	133,200	$	73,972

Accumulated Other Comprehensive Loss

The following table presents the components of accumulated other comprehensive loss reflected in equity, net of tax. Amounts include our proportionate share of other comprehensive income or loss from our unconsolidated investments (in thousands):

	December 31,
	2012		2011
Unrealized gain on marketable securities	$	31	$	37
Unrealized loss on derivative instruments		(6,029)		(5,246)
Foreign currency translation adjustment		1,349		(3,298)
Accumulated other comprehensive loss	$	(4,649)	$	(8,507)

Earnings Per Share

To determine earnings per share, all unvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Our unvested RSUs contain rights to receive non-forfeitable distribution equivalents, and therefore we apply the two-class method of computing earnings per share. The calculation of earnings per share below excludes the income attributable to the unvested RSUs from the numerator. The following table summarizes basic and diluted earnings per share for the periods indicated (in thousands, except share amounts):

	Years Ended December 31,
	2012		2011		2010
Net income attributable to W. P. Carey	$	62,132	$	139,079	$	73,972
Allocation of earnings to participating unvested RSUs		(535)		(2,130)		(440)
Net income – basic		61,597		136,949		73,532
Income effect of dilutive securities, net of taxes		23		1,076		724
Net income – diluted	$	61,620	$	138,025	$	74,256
Weighted average shares outstanding – basic		47,389,460		39,819,475		39,514,746
Effect of dilutive securities		689,014		278,620		493,148
Weighted average shares outstanding – diluted		48,078,474		40,098,095		40,007,894

Securities included in our diluted earnings per share determination consist of stock options and restricted stock awards. Securities totaling207,258shares and 247,750shares for the years ended December 31, 2011 and 2010, respectively, were excluded from the earnings per share computations above as their effect would have been anti-dilutive. For information on long-term incentive plan awards issued to key employees subsequent to December 31, 2012 that could have a dilutive impact on our earnings per share calculation, please see Note20.

Sale of Common Shares

On October 19, 2012, we entered into an agreement to sell 937,500 shares of our common stock to an institutional investor, which were issued pursuant to our existing shelf registration statement.The shares were issued in a privately negotiated transaction at a purchase price of $48.00 per share.The proceeds to us from the sale of these shares were $45.0 million.We delivered the shares to the institutional investor on October19, 2012.

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Finance Receivables (Tables)

12 Months Ended

Dec. 31, 2012

Finance Receivables

Capital Leases Net Investment In Direct Financing Leases

	December 31,
	2012		2011
Minimum lease payments receivable	$	430,514	$	29,986
Unguaranteed residual value		375,706		57,218
		806,220		87,204
Less: unearned income		(430,215)		(29,204)
	$	376,005	$	58,000

Schedule Of Future Minimum Lease Payments For Capital Leases

Years Ending December 31,	Total
2013	$	34,573
2014		32,277
2015		31,968
2016		30,150
2017		29,707
Thereafter		271,839
Total	$	430,514

Finance Receivables Credit Quality Indicators

	Number of Tenants at		Net Investments in Direct Financing Leases at
Internal Credit Quality Indicator	December 31, 2012	December 31, 2011	December 31, 2012		December 31, 2011
1	3	8	$	46,398	$	46,694
2	4	2		49,764		11,306
3	8	-		257,281		-
4	4	-		22,562		-
5	-	-		-		-
			$	376,005	$	58,000

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Debt (Narratives) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Revolving Line Of Credit
Senior credit facility	$ 625,000,000	$ 450,000,000
Credit facility, expiration date	Dec. 31, 2014
Letters of credit outstanding amount	5,400,000
Amendement fees	7,000,000
Debt instrument, covenant compliance	We were in compliance with all of these covenants at December 31, 2012.
Maximum cash distributions	50,000,000
Non Recourse Debt
Amount of debt acquired	23,800,000	29,000,000	35,000,000
Collateral mortgage loan, carrying value	2,000,000,000
Debt instrument maturity date, range start	Jan. 01, 2013
Debt instrument maturity date, range end	Dec. 31, 2026
Mortgage loans on real estate, interest rate	4.20%	5.10%	5.50%
Debt refinanced	21,200,000	10,500,000
Debt refinanced, restated carrying value		11,900,000
Mortgage loan term	11.5	10.4	10
Variable rate basis			Libor
Variable rate spread			2.50%
Carey Storage Ventures
Non Recourse Debt
Mortgage loans on real estate, interest rate		6.70%	6.30%
Mortgage loan term		8.2	8.5
Fair value of mortgage loans assumed			17,100,000
Carey Storage Ventures | Investors
Non Recourse Debt
Amount of debt acquired		2,800,000	8,200,000
CPA 14
Non Recourse Debt
Amount of debt acquired		88,700,000
Fair value market adjustment		1,100,000
Mortgage loans on real estate, interest rate		5.80%
Mortgage loan term		8.3
Fair value of mortgage loans assumed		87,600,000
WPC/CPA 15 Merger
Non Recourse Debt
Fair value market adjustment	14,800,000
Maximum
Revolving Line Of Credit
Credit facililty potential increase	125,000,000
Potential increase in swing line loan	35,000,000
Potential increase in credit facility demonitated in currency other than USD	150,000,000
Additional potential letter of credit	50,000,000
Revolving Credit Facility
Revolving Line Of Credit
Senior credit facility	450,000,000
Interest rate on debt	2.00%
Line of credit facility, available	625,000,000
Term Loan Facility
Revolving Line Of Credit
Senior credit facility	175,000,000
Letter of Credit
Revolving Line Of Credit
Letters of credit outstanding amount	253,000,000
Investment Grade | Maximum
Revolving Line Of Credit
Facility interest rate	0.40%
Investment Grade | Maximum | Euro Currency
Revolving Line Of Credit
Interest rate on debt	2.00%
Investment Grade | Maximum | Base Rate Loans
Revolving Line Of Credit
Interest rate on debt	1.00%
Investment Grade | Minimum
Revolving Line Of Credit
Facility interest rate	0.20%
Investment Grade | Minimum | Euro Currency
Revolving Line Of Credit
Interest rate on debt	1.10%
Investment Grade | Minimum | Base Rate Loans
Revolving Line Of Credit
Interest rate on debt	0.10%
Not Investment Grade | Maximum
Revolving Line Of Credit
Dent instrument unused borrowing capacity fee %	0.40%
Not Investment Grade | Maximum | Euro Currency
Revolving Line Of Credit
Interest rate on debt	2.50%
Not Investment Grade | Maximum | Base Rate Loans
Revolving Line Of Credit
Interest rate on debt	1.50%
Not Investment Grade | Minimum
Revolving Line Of Credit
Dent instrument unused borrowing capacity fee %	0.30%
Not Investment Grade | Minimum | Euro Currency
Revolving Line Of Credit
Interest rate on debt	1.75%
Not Investment Grade | Minimum | Base Rate Loans
Revolving Line Of Credit
Interest rate on debt	0.75%
Fixed Interest Rate Loans
Non Recourse Debt
Mortgage loan on real estate, minimum interest rate	2.70%
Mortgage loan on real estate, maximum interest rate	10.00%
Fixed Interest Rate Loans | Carey Storage Ventures
Non Recourse Debt
Amount of debt acquired		4,600,000
Fixed Interest Rate Loans | WPC/CPA 15 Merger
Non Recourse Debt
Amount of debt acquired	1,100,000,000
Mortgage loans on real estate, interest rate	5.08%
Numbers of loans assumed	58
Variable Interest Rate Loans
Non Recourse Debt
Mortgage loan on real estate, minimum interest rate	1.20%
Mortgage loan on real estate, maximum interest rate	7.60%
Variable Interest Rate Loans | WPC/CPA 15 Merger
Non Recourse Debt
Amount of debt acquired	$ 295,200,000
Mortgage loans on real estate, interest rate	5.03%
Numbers of loans assumed	9

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Schedule III - Real Estate and Accumulated Depreciation (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Schedule Of Real Estate And Accumulated Depreciation
Emcumbrances
Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Emcumbrances	1,512,763
Initial Cost
Land	513,758
Building	1,777,346
Costs Capitalized Subsequent to Acquistion	94,169
Increase (Decrease) in Net Investments	(53,660)
Gross Amount at which Carried at Close of Period
Land	509,530
Building	1,822,083
Total	2,331,613
Accumulated Depreciation	116,075
Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Emcumbrances	154,951
Initial Cost
Land	38,916
Building	339,255
Costs Capitalized Subsequent to Acquistion	9
Increase (Decrease) in Net Investments	(2,175)
Gross Amount at which Carried at Close of Period
Total	376,005
Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Emcumbrances	47,683
Initial Cost
Land	24,030
Building	71,663
Personal Property	3,816
Costs Capitalized Subsequent to Acquistion	21,412
Increase (Decrease) in Net Investments	(21,218)
Gross Amount at which Carried at Close of Period
Land	22,158
Building	68,032
Personal Property	9,513
Total	99,703
Accumulated Depreciation	19,993
Office facility in Broomfield, Co | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facilities in Broomfield, CO
Emcumbrances	0
Initial Cost
Land	248
Building	2,538
Costs Capitalized Subsequent to Acquistion	4,844
Increase (Decrease) in Net Investments	(2,069)
Gross Amount at which Carried at Close of Period
Land	2,643
Building	2,918
Total	5,561
Accumulated Depreciation	1,217
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Distribution facilities and warehouses in Erlanger, KY | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Distribution facilities and warehouses in Erlanger, KY
Emcumbrances	12,000
Initial Cost
Land	1,526
Building	21,427
Costs Capitalized Subsequent to Acquistion	2,966
Increase (Decrease) in Net Investments	141
Gross Amount at which Carried at Close of Period
Land	1,526
Building	24,534
Total	26,060
Accumulated Depreciation	9,431
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Retail store in Montgomery, AL | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Retail store in Montgomery, AL
Emcumbrances	0
Initial Cost
Land	855
Building	6,762
Costs Capitalized Subsequent to Acquistion	277
Increase (Decrease) in Net Investments	(6,978)
Gross Amount at which Carried at Close of Period
Land	142
Building	774
Total	916
Accumulated Depreciation	417
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Warehouse/distribution facilities in Anchorage, AK and Commerce, CA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facilities in Anchorage, AK and Commerce, CA
Emcumbrances	0
Initial Cost
Land	4,905
Building	11,898
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	12
Gross Amount at which Carried at Close of Period
Land	4,905
Building	11,910
Total	16,815
Accumulated Depreciation	1,636
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Office facility in Toledo, OH | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Toledo, OH
Emcumbrances	0
Initial Cost
Land	224
Building	2,408
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	224
Building	2,408
Total	2,632
Accumulated Depreciation	1,003
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Industrial facility in Goshen, IN | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Goshen, IN
Emcumbrances	0
Initial Cost
Land	239
Building	940
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	239
Building	940
Total	1,179
Accumulated Depreciation	133
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Office facility in Raleigh, NC | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Raleigh, NC
Emcumbrances	0
Initial Cost
Land	1,638
Building	2,844
Costs Capitalized Subsequent to Acquistion	157
Increase (Decrease) in Net Investments	(2,554)
Gross Amount at which Carried at Close of Period
Land	828
Building	1,257
Total	2,085
Accumulated Depreciation	454
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	20 years 0 months 0 days
Office facility in King of Prussia, PA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in King of Prussia, PA
Emcumbrances	0
Initial Cost
Land	1,219
Building	6,283
Costs Capitalized Subsequent to Acquistion	1,295
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,219
Building	7,578
Total	8,797
Accumulated Depreciation	2,658
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Warehouse/distribution facility in Fort Lauderdale, FL | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facility in Fort Lauderdale, FL
Emcumbrances	0
Initial Cost
Land	1,893
Building	11,077
Costs Capitalized Subsequent to Acquistion	703
Increase (Decrease) in Net Investments	(8,449)
Gross Amount at which Carried at Close of Period
Land	1,173
Building	4,051
Total	5,224
Accumulated Depreciation	1,429
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Industrial facilities in Pinconning, MS | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Pinconning, MS
Emcumbrances	0
Initial Cost
Land	32
Building	1,692
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	32
Building	1,692
Total	1,724
Accumulated Depreciation	634
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Industrial facilities in San Fernando, CA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in San Fernando, CA
Emcumbrances	6,991
Initial Cost
Land	2,052
Building	5,322
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	152
Gross Amount at which Carried at Close of Period
Land	2,052
Building	5,474
Total	7,526
Accumulated Depreciation	2,043
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Land leased in several cities in the following states: Alabama, Florida, Georgia, Illinois, Louisiana, Missouri, New Mexico, North Carolina, South Carolina, and Texas | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Land leased in several cities in the following states: Alabama, Florida, Georgia, Illinois, Louisiana, Missouri, New Mexico, North Carolina, South Carolina, and Texas
Emcumbrances	139
Initial Cost
Land	9,382
Building	0
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(172)
Gross Amount at which Carried at Close of Period
Land	9,210
Building	0
Total	9,210
Accumulated Depreciation	0
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	0 years 0 months 0 days
Industrial facility in Milton, VT | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Milton, VT
Emcumbrances	0
Initial Cost
Land	220
Building	1,579
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	220
Building	1,579
Total	1,799
Accumulated Depreciation	592
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Land in Glendora, CA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Land in Glendora, CA
Emcumbrances	0
Initial Cost
Land	1,135
Building	0
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	17
Gross Amount at which Carried at Close of Period
Land	1,152
Building	0
Total	1,152
Accumulated Depreciation	0
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	0 years 0 months 0 days
Industrial facility in Doraville, GA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Doraville, GA
Emcumbrances	4,842
Initial Cost
Land	3,288
Building	9,864
Costs Capitalized Subsequent to Acquistion	1,546
Increase (Decrease) in Net Investments	274
Gross Amount at which Carried at Close of Period
Land	3,288
Building	11,684
Total	14,972
Accumulated Depreciation	3,887
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Office facilities in Collierville, TN and warehouse/distribution facilities in Corpus Christi and College Station, TX | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facilities in Collierville, TN and warehouse/distribution facilities in Corpus Christi and College Station, TX
Emcumbrances	51,871
Initial Cost
Land	3,490
Building	72,497
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(15,008)
Gross Amount at which Carried at Close of Period
Land	334
Building	60,645
Total	60,979
Accumulated Depreciation	4,003
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Land in Irving and Houston, TX | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Land in Irving and Houston, TX
Emcumbrances	8,313
Initial Cost
Land	9,795
Building	0
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	9,795
Building	0
Total	9,795
Accumulated Depreciation	0
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	0 years 0 months 0 days
Industrial facility in Chandler, AZ | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Chandler, AZ
Emcumbrances	12,066
Initial Cost
Land	5,035
Building	18,957
Costs Capitalized Subsequent to Acquistion	7,435
Increase (Decrease) in Net Investments	541
Gross Amount at which Carried at Close of Period
Land	5,035
Building	26,933
Total	31,968
Accumulated Depreciation	8,959
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Warehouse/distribution facilities in Houston, TX | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facilities in Houston, TX
Emcumbrances	0
Initial Cost
Land	167
Building	885
Costs Capitalized Subsequent to Acquistion	73
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	167
Building	958
Total	1,125
Accumulated Depreciation	345
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Office facilities in Bridgeton, MO | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facilities in Bridgeton, MO
Emcumbrances	0
Initial Cost
Land	842
Building	4,762
Costs Capitalized Subsequent to Acquistion	1,627
Increase (Decrease) in Net Investments	71
Gross Amount at which Carried at Close of Period
Land	842
Building	6,460
Total	7,302
Accumulated Depreciation	1,552
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Industrial facility in Industry, CA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Industry, CA
Emcumbrances	0
Initial Cost
Land	3,789
Building	13,164
Costs Capitalized Subsequent to Acquistion	1,872
Increase (Decrease) in Net Investments	318
Gross Amount at which Carried at Close of Period
Land	3,789
Building	15,354
Total	19,143
Accumulated Depreciation	4,608
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Retail stores in Drayton Plains, MI and Citrus Heights, CA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Retail stores in Drayton Plains, MI and Citrus Heights, CA
Emcumbrances	0
Initial Cost
Land	1,039
Building	4,788
Costs Capitalized Subsequent to Acquistion	165
Increase (Decrease) in Net Investments	193
Gross Amount at which Carried at Close of Period
Land	1,039
Building	5,146
Total	6,185
Accumulated Depreciation	1,049
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	35 years 0 months 0 days
Warehouse/distribution facilities in New Orleans, LA; Memphis, TN; and San Antonio, TX | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facility in Memphis, TN
Emcumbrances	0
Initial Cost
Land	1,882
Building	3,973
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(3,893)
Gross Amount at which Carried at Close of Period
Land	328
Building	1,634
Total	1,962
Accumulated Depreciation	538
Date Acquired	Jan. 01, 1998
Life on which depreciation in latest statement of income computed	15 years 0 months 0 days
Retail store in Bellevue, WA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Retail store in Bellevue, WA
Emcumbrances	8,269
Initial Cost
Land	4,125
Building	11,812
Costs Capitalized Subsequent to Acquistion	393
Increase (Decrease) in Net Investments	(123)
Gross Amount at which Carried at Close of Period
Land	4,371
Building	11,836
Total	16,207
Accumulated Depreciation	4,352
Date Acquired	Apr. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Office facility in Houston, TX | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Houston, TX
Emcumbrances	0
Initial Cost
Land	3,260
Building	22,574
Costs Capitalized Subsequent to Acquistion	1,628
Increase (Decrease) in Net Investments	(23,311)
Gross Amount at which Carried at Close of Period
Land	211
Building	3,940
Total	4,151
Accumulated Depreciation	2,944
Date Acquired	Jun. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Office facility in Rio Rancho, NM | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Rio Rancho, NM
Emcumbrances	8,162
Initial Cost
Land	1,190
Building	9,353
Costs Capitalized Subsequent to Acquistion	1,504
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,467
Building	10,580
Total	12,047
Accumulated Depreciation	3,598
Date Acquired	Jul. 01, 1998
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Vacant office facility in Moorestown, NJ | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Vacant office facility in Moorestown, NJ
Emcumbrances	0
Initial Cost
Land	351
Building	5,981
Costs Capitalized Subsequent to Acquistion	943
Increase (Decrease) in Net Investments	43
Gross Amount at which Carried at Close of Period
Land	351
Building	6,967
Total	7,318
Accumulated Depreciation	2,890
Date Acquired	Feb. 01, 1999
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Office facility in Norcross, GA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Norcross, GA
Emcumbrances	28,347
Initial Cost
Land	5,200
Building	25,585
Costs Capitalized Subsequent to Acquistion	11,822
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	5,200
Building	37,407
Total	42,607
Accumulated Depreciation	12,327
Date Acquired	Jun. 01, 1999
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Office facility in Tours, France | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Tours, France
Emcumbrances	4,991
Initial Cost
Land	1,034
Building	9,737
Costs Capitalized Subsequent to Acquistion	342
Increase (Decrease) in Net Investments	4,169
Gross Amount at which Carried at Close of Period
Land	1,451
Building	13,831
Total	15,282
Accumulated Depreciation	4,154
Date Acquired	Sep. 01, 2000
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Office facility in Illkirch, France | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Illkirch, France
Emcumbrances	13,171
Initial Cost
Land	0
Building	18,520
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	9,116
Gross Amount at which Carried at Close of Period
Land	0
Building	27,636
Total	27,636
Accumulated Depreciation	8,826
Date Acquired	Dec. 01, 2001
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Industrial and warehouse/distribution facilities in Lenexa, KS; Winston-Salem, NC; and Dallas, TX | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial and warehouse/distribution facilities in Lenexa, KS; Winston-Salem, NC; and Dallas, TX
Emcumbrances	0
Initial Cost
Land	1,860
Building	12,539
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	5
Gross Amount at which Carried at Close of Period
Land	1,860
Building	12,544
Total	14,404
Accumulated Depreciation	3,310
Date Acquired	Sep. 01, 2002
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Office facilities in Playa Vista and Venice, CA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facilities in Playa Vista and Venice, CA
Emcumbrances	50,306
Initial Cost
Land	2,032
Building	10,152
Costs Capitalized Subsequent to Acquistion	52,816
Increase (Decrease) in Net Investments	1
Gross Amount at which Carried at Close of Period
Land	5,889
Building	59,112
Total	65,001
Accumulated Depreciation	2,853
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Office facilities in Playa Vista and Venice, CA | Real Estate Under Operating Leases | Minimum
Gross Amount at which Carried at Close of Period
Date Acquired	Sep. 01, 2004
Office facilities in Playa Vista and Venice, CA | Real Estate Under Operating Leases | Maximum
Gross Amount at which Carried at Close of Period
Date Acquired	Sep. 01, 2012
Warehouse/distribution facility in Greenfield, IN | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facility in Greenfield, IN
Emcumbrances	0
Initial Cost
Land	2,807
Building	10,335
Costs Capitalized Subsequent to Acquistion	223
Increase (Decrease) in Net Investments	(8,383)
Gross Amount at which Carried at Close of Period
Land	967
Building	4,015
Total	4,982
Accumulated Depreciation	853
Date Acquired	Sep. 01, 2004
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Warehouse/distribution facilities in Birmingham, AL | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facilities in Birmingham, AL
Emcumbrances	4,425
Initial Cost
Land	1,256
Building	7,704
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,256
Building	7,704
Total	8,960
Accumulated Depreciation	1,597
Date Acquired	Sep. 01, 2004
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Industrial facility in Scottsdale, AZ | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Scottsdale, AZ
Emcumbrances	1,229
Initial Cost
Land	586
Building	46
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	586
Building	46
Total	632
Accumulated Depreciation	10
Date Acquired	Sep. 01, 2004
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Retail store in Hot Springs, AR | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Retail store in Hot Springs, AR
Emcumbrances	0
Initial Cost
Land	850
Building	2,939
Costs Capitalized Subsequent to Acquistion	2
Increase (Decrease) in Net Investments	(2,614)
Gross Amount at which Carried at Close of Period
Land	0
Building	1,177
Total	1,177
Accumulated Depreciation	245
Date Acquired	Sep. 01, 2004
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Industrial facilities in Apopka, FL | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Apopka, FL
Emcumbrances	0
Initial Cost
Land	362
Building	10,855
Costs Capitalized Subsequent to Acquistion	569
Increase (Decrease) in Net Investments	(155)
Gross Amount at which Carried at Close of Period
Land	337
Building	11,294
Total	11,631
Accumulated Depreciation	2,287
Date Acquired	Sep. 01, 2004
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Land in San Leandro, CA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Land in San Leandro, CA
Emcumbrances	0
Initial Cost
Land	1,532
Building	0
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,532
Building	0
Total	1,532
Accumulated Depreciation	(1)
Date Acquired	Dec. 01, 2006
Life on which depreciation in latest statement of income computed	0 years 0 months 0 days
Industrial facility in Sunnyvale, CA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Sunnyvale, CA
Emcumbrances	0
Initial Cost
Land	1,663
Building	3,571
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,663
Building	3,571
Total	5,234
Accumulated Depreciation	803
Date Acquired	Dec. 01, 2006
Life on which depreciation in latest statement of income computed	27 years 0 months 0 days
Fitness and recreational sports center in Austin, TX | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Fitness and recreational sports center in Austin, TX
Emcumbrances	3,165
Initial Cost
Land	1,725
Building	5,168
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,725
Building	5,168
Total	6,893
Accumulated Depreciation	1,103
Date Acquired	Dec. 01, 2006
Life on which depreciation in latest statement of income computed	28 years 6 months 0 days
Retail store in Wroclaw, Poland | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Retail store in Wroclaw, Poland
Emcumbrances	8,309
Initial Cost
Land	3,600
Building	10,306
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(1,958)
Gross Amount at which Carried at Close of Period
Land	3,305
Building	8,643
Total	11,948
Accumulated Depreciation	1,093
Date Acquired	Dec. 01, 2007
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Office facility in Fort Worth, TX | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Fort Worth, TX
Emcumbrances	33,631
Initial Cost
Land	4,600
Building	37,580
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	4,600
Building	37,580
Total	42,180
Accumulated Depreciation	2,740
Date Acquired	Feb. 01, 2010
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Warehouse/distribution facility in Mallorca, Spain | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facility in Mallorca, Spain
Emcumbrances	0
Initial Cost
Land	11,109
Building	12,636
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	2,212
Gross Amount at which Carried at Close of Period
Land	12,161
Building	13,796
Total	25,957
Accumulated Depreciation	891
Date Acquired	Jun. 01, 2010
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Industrial and office facilities in San Diego, CA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial and office facilities in San Diego, CA
Emcumbrances	33,527
Initial Cost
Land	7,247
Building	29,098
Costs Capitalized Subsequent to Acquistion	967
Increase (Decrease) in Net Investments	(5,514)
Gross Amount at which Carried at Close of Period
Land	4,762
Building	27,036
Total	31,798
Accumulated Depreciation	1,982
Date Acquired	May 01, 2011
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Retail stores in Florence, AL; Snellville, GA; Concord, NC; Rockport, TX; and Virginia Beach, VA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Retail stores in Florence, AL; Snellville, GA; Concord, NC; Rockport, TX; and Virginia Beach, VA
Emcumbrances	22,000
Initial Cost
Land	5,646
Building	12,367
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	5,646
Building	12,367
Total	18,013
Accumulated Depreciation	109
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Hospitality facilities in Irvine, Sacramento, and San Diego, CA; Orlando, FL; Des Plaines, IL; Indianapolis, IN; Louisville, KY; Linthicum Heights, MD; Newark, NJ; Albuquerque, NM; and Spokane, WA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Hospitality facilities in Irvine, Sacramento, and San Diego, CA; Orlando, FL; Des Plaines, IL; Indianapolis, IN; Louisville, KY; Linthicum Heights, MD; Newark, NJ; Albuquerque, NM; and Spokane, WA
Emcumbrances	140,000
Initial Cost
Land	32,680
Building	198,999
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	32,680
Building	198,999
Total	231,679
Accumulated Depreciation	1,369
Date Acquired	Sep. 01, 2012
Hospitality facilities in Irvine, Sacramento, and San Diego, CA; Orlando, FL; Des Plaines, IL; Indianapolis, IN; Louisville, KY; Linthicum Heights, MD; Newark, NJ; Albuquerque, NM; and Spokane, WA | Real Estate Under Operating Leases | Minimum
Gross Amount at which Carried at Close of Period
Life on which depreciation in latest statement of income computed	34 years 0 months 0 days
Hospitality facilities in Irvine, Sacramento, and San Diego, CA; Orlando, FL; Des Plaines, IL; Indianapolis, IN; Louisville, KY; Linthicum Heights, MD; Newark, NJ; Albuquerque, NM; and Spokane, WA | Real Estate Under Operating Leases | Maximum
Gross Amount at which Carried at Close of Period
Life on which depreciation in latest statement of income computed	37 years 0 months 0 days
Industrial facilities in Bluffton, OH; Auburn, IN; and Milan, TN | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Bluffton, OH; Auburn, IN; and Milan, TN
Emcumbrances	0
Initial Cost
Land	2,564
Building	6,998
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	2,564
Building	6,998
Total	9,562
Accumulated Depreciation	58
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Land in Irvine, CA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Land in Irvine, CA
Emcumbrances	1,666
Initial Cost
Land	4,173
Building	0
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	4,173
Building	0
Total	4,173
Accumulated Depreciation	0
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	0 years 0 months 0 days
Office facility in Alpharetta, GA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Alpharetta, GA
Emcumbrances	7,699
Initial Cost
Land	2,198
Building	6,349
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	2,198
Building	6,349
Total	8,547
Accumulated Depreciation	53
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Office facility in Clinton, NJ | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Clinton, NJ
Emcumbrances	25,714
Initial Cost
Land	2,866
Building	34,834
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	2,866
Building	34,834
Total	37,700
Accumulated Depreciation	290
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Office facilities in St. Petersburg, FL | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facilities in St. Petersburg, FL
Emcumbrances	18,481
Initial Cost
Land	3,280
Building	24,627
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	3,280
Building	24,627
Total	27,907
Accumulated Depreciation	205
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Movie theatre in Baton Rouge, LA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Movie theatre in Baton Rouge, LA
Emcumbrances	10,025
Initial Cost
Land	4,168
Building	5,724
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	4,168
Building	5,724
Total	9,892
Accumulated Depreciation	48
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Office facilities in San Diego, CA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facilities in San Diego, CA
Emcumbrances	17,470
Initial Cost
Land	7,804
Building	16,729
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	7,804
Building	16,729
Total	24,533
Accumulated Depreciation	139
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Industrial facilities in Richmond, CA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Richmond, CA
Emcumbrances	0
Initial Cost
Land	895
Building	1,953
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	895
Building	1,953
Total	2,848
Accumulated Depreciation	16
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Warehouse/distribution and industrial facilities in Kingman, AZ; Woodland, CA; Jonesboro, GA; Kansas City, MO; Springfield, OR; Fogelsville, PA; and Corsicana, TX | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution and industrial facilities in Kingman, AZ; Woodland, CA; Jonesboro, GA; Kansas City, MO; Springfield, OR; Fogelsville, PA; and Corsicana, TX
Emcumbrances	64,836
Initial Cost
Land	16,386
Building	84,668
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	16,386
Building	84,668
Total	101,054
Accumulated Depreciation	700
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Warehouse/distribution facilities in Lens, Nimes, Colomiers, Thuit Hebert, Ploufragen, and Cholet, France | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facilities in Lens, Nimes, Colomiers, Thuit Hebert, Ploufragen, and Cholet, France
Emcumbrances	94,059
Initial Cost
Land	15,779
Building	89,421
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	2,929
Gross Amount at which Carried at Close of Period
Land	16,219
Building	91,910
Total	108,129
Accumulated Depreciation	764
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Warehouse/distribution facilities in Orlando, FL; Macon, GA; Rocky Mount, NC, and Lewisville, TX | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facilities in Orlando, FL; Macon, GA; Rocky Mount, NC, and Lewisville, TX
Emcumbrances	14,645
Initial Cost
Land	2,163
Building	17,715
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	2,163
Building	17,715
Total	19,878
Accumulated Depreciation	148
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Fitness and recreational sports center in Newton, MA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Fitness and recreational sports center in Newton, MA
Emcumbrances	7,655
Initial Cost
Land	1,897
Building	11,451
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,897
Building	11,451
Total	13,348
Accumulated Depreciation	94
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Industrial facilities in Chattanooga, TN | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Chattanooga, TN
Emcumbrances	0
Initial Cost
Land	558
Building	5,923
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	558
Building	5,923
Total	6,481
Accumulated Depreciation	49
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Industrial facilities in Mooresville, NC | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Mooresville, NC
Emcumbrances	6,512
Initial Cost
Land	756
Building	9,775
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	756
Building	9,775
Total	10,531
Accumulated Depreciation	80
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Industrial facility in MaCalla, AL | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in MaCalla, AL
Emcumbrances	6,307
Initial Cost
Land	960
Building	14,472
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	960
Building	14,472
Total	15,432
Accumulated Depreciation	115
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Office facility in Lower Makefield Township, PA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Lower Makefield Township, PA
Emcumbrances	10,874
Initial Cost
Land	1,726
Building	12,781
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,726
Building	12,781
Total	14,507
Accumulated Depreciation	105
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Industrial facility in Fort Smith, AZ | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Fort Smith, AZ
Emcumbrances	0
Initial Cost
Land	1,063
Building	6,159
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,063
Building	6,159
Total	7,222
Accumulated Depreciation	50
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Retail facilities in Greenwood, IN and Buffalo, NY | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Retail facilities in Greenwood, IN and Buffalo, NY
Emcumbrances	8,893
Initial Cost
Land	0
Building	19,990
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	0
Building	19,990
Total	19,990
Accumulated Depreciation	161
Date Acquired	Sep. 01, 2012
Retail facilities in Greenwood, IN and Buffalo, NY | Real Estate Under Operating Leases | Minimum
Gross Amount at which Carried at Close of Period
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Retail facilities in Greenwood, IN and Buffalo, NY | Real Estate Under Operating Leases | Maximum
Gross Amount at which Carried at Close of Period
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Industrial facilities in Bowling Green, KY and Jackson, TN | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Bowling Green, KY and Jackson, TN
Emcumbrances	7,436
Initial Cost
Land	1,492
Building	8,182
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,492
Building	8,182
Total	9,674
Accumulated Depreciation	66
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Industrial facilities in Mattoon, IL; Holyoke, MA; and Morristown, TN and a warehouse/distribution facility in Westfield, MA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Mattoon, IL; Holyoke, MA; and Morristown, TN and a warehouse/distribution facility in Westfield, MA
Emcumbrances	5,245
Initial Cost
Land	1,891
Building	11,064
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,891
Building	11,064
Total	12,955
Accumulated Depreciation	90
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Industrial facility in Rancho Cucamonga, CA and educational facilities in Glendale Heights, IL; Exton, PA; and Avondale, AZ | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Rancho Cucamonga, CA and educational facilities in Glendale Heights, IL; Exton, PA; and Avondale, AZ
Emcumbrances	37,911
Initial Cost
Land	14,006
Building	33,683
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	14,006
Building	33,683
Total	47,689
Accumulated Depreciation	263
Date Acquired	Sep. 01, 2012
Industrial facility in Rancho Cucamonga, CA and educational facilities in Glendale Heights, IL; Exton, PA; and Avondale, AZ | Real Estate Under Operating Leases | Minimum
Gross Amount at which Carried at Close of Period
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Industrial facility in Rancho Cucamonga, CA and educational facilities in Glendale Heights, IL; Exton, PA; and Avondale, AZ | Real Estate Under Operating Leases | Maximum
Gross Amount at which Carried at Close of Period
Life on which depreciation in latest statement of income computed	32 years 0 months 0 days
Sports facilities in Rochester Hills and Canton, MI | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Sports facilities in Rochester Hills and Canton, MI
Emcumbrances	22,160
Initial Cost
Land	5,447
Building	9,988
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	5,447
Building	9,988
Total	15,435
Accumulated Depreciation	81
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Industrial facilities in St. Petersburg, FL; Buffalo Grove, IL; West Lafayette, IN; Excelsior Springs, MO; and North Versailles, PA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in St. Petersburg, FL; Buffalo Grove, IL; West Lafayette, IN; Excelsior Springs, MO; and North Versailles, PA
Emcumbrances	12,860
Initial Cost
Land	6,559
Building	19,078
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	6,559
Building	19,078
Total	25,637
Accumulated Depreciation	153
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Industrial facilities in Tolleson, AZ; Alsip, IL; and Solvay, NY | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Tolleson, AZ; Alsip, IL; and Solvay, NY
Emcumbrances	15,164
Initial Cost
Land	6,080
Building	23,424
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	6,080
Building	23,424
Total	29,504
Accumulated Depreciation	187
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Land in Kahl, Germany | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Land in Kahl, Germany
Emcumbrances	10,573
Initial Cost
Land	6,694
Building	0
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	186
Gross Amount at which Carried at Close of Period
Land	6,880
Building	0
Total	6,880
Accumulated Depreciation	0
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	0 years 0 months 0 days
Land in Memphis, TN and sports facilities in Bedford, TX and Englewood, CO | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Land in Memphis, TN and sports facilities in Bedford, TX and Englewood, CO
Emcumbrances	8,050
Initial Cost
Land	4,877
Building	4,258
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	4,877
Building	4,258
Total	9,135
Accumulated Depreciation	34
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Office facilities in Brussels, Belgium | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facilities in Brussels, Belgium
Emcumbrances	11,094
Initial Cost
Land	1,505
Building	6,026
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	210
Gross Amount at which Carried at Close of Period
Land	1,547
Building	6,194
Total	7,741
Accumulated Depreciation	48
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	32 years 0 months 0 days
Warehouse/distribution facilities in Oceanside, CA and Concordville, PA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facilities in Oceanside, CA and Concordville, PA
Emcumbrances	4,506
Initial Cost
Land	3,333
Building	8,270
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	3,333
Building	8,270
Total	11,603
Accumulated Depreciation	66
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Office facility in Peachtree City, GA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Peachtree City, GA
Emcumbrances	3,962
Initial Cost
Land	1,205
Building	5,907
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,205
Building	5,907
Total	7,112
Accumulated Depreciation	47
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Self-storage and trucking facilities in numerous locations throughout the U.S. | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage and trucking facilities in numerous locations throughout the U.S.
Emcumbrances	154,658
Initial Cost
Land	74,551
Building	319,186
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	74,551
Building	319,186
Total	393,737
Accumulated Depreciation	2,527
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Warehouse/distribution facility in La Vista, NE | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facility in La Vista, NE
Emcumbrances	22,340
Initial Cost
Land	4,196
Building	23,148
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	4,196
Building	23,148
Total	27,344
Accumulated Depreciation	173
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	33 years 0 months 0 days
Office facility in Pleasanton, CA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Pleasanton, CA
Emcumbrances	12,861
Initial Cost
Land	3,675
Building	7,468
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	3,675
Building	7,468
Total	11,143
Accumulated Depreciation	59
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Office facility in San Marcos, TX | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in San Marcos, TX
Emcumbrances	0
Initial Cost
Land	440
Building	688
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	440
Building	688
Total	1,128
Accumulated Depreciation	5
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Office facilities in Espoo, Finland | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facilities in Espoo, Finland
Emcumbrances	58,910
Initial Cost
Land	40,555
Building	15,662
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	1,565
Gross Amount at which Carried at Close of Period
Land	41,684
Building	16,098
Total	57,782
Accumulated Depreciation	127
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Office facility in Conflans, France | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Conflans, France
Emcumbrances	20,378
Initial Cost
Land	7,208
Building	11,333
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	516
Gross Amount at which Carried at Close of Period
Land	7,409
Building	11,648
Total	19,057
Accumulated Depreciation	91
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Office facilities in Chicago, IL | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facilities in Chicago, IL
Emcumbrances	15,499
Initial Cost
Land	2,169
Building	19,010
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	2,169
Building	19,010
Total	21,179
Accumulated Depreciation	149
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Industrial facility in Louisville, CO | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Louisville, CO
Emcumbrances	10,417
Initial Cost
Land	5,342
Building	8,786
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	5,342
Building	8,786
Total	14,128
Accumulated Depreciation	69
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Industrial facilities in Hollywood and Orlando, FL | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Hollywood and Orlando, FL
Emcumbrances	0
Initial Cost
Land	3,639
Building	1,269
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	3,639
Building	1,269
Total	4,908
Accumulated Depreciation	10
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Industrial facility in Golden, CO | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Golden, CO
Emcumbrances	0
Initial Cost
Land	808
Building	4,304
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	808
Building	4,304
Total	5,112
Accumulated Depreciation	36
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Industrial facilities in Texarkana, TX and Orem, UT | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Texarkana, TX and Orem, UT
Emcumbrances	2,699
Initial Cost
Land	1,755
Building	4,493
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,755
Building	4,493
Total	6,248
Accumulated Depreciation	35
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Industrial facility in Eugene, OR | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Eugene, OR
Emcumbrances	4,724
Initial Cost
Land	2,286
Building	3,783
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	2,286
Building	3,783
Total	6,069
Accumulated Depreciation	30
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Industrial facility in Neenah, WI | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Neenah, WI
Emcumbrances	4,869
Initial Cost
Land	438
Building	4,954
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	438
Building	4,954
Total	5,392
Accumulated Depreciation	39
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Industrial facility in South Jordan, UT | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in South Jordan, UT
Emcumbrances	13,075
Initial Cost
Land	2,183
Building	11,340
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	2,183
Building	11,340
Total	13,523
Accumulated Depreciation	89
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Warehouse/distribution facility in Ennis, TX | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facility in Ennis, TX
Emcumbrances	2,609
Initial Cost
Land	478
Building	4,087
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	478
Building	4,087
Total	4,565
Accumulated Depreciation	32
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	31 years 0 months 0 days
Childcare facilities in Chandler and Tucson, AZ; Alhambra, Chino, Garden Grove, and Tustin, CA; Naperville, IL; Westland and Canton, MI; and Carrollton, Duncansville, and Lewisville, TX | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Childcare facilities in Chandler and Tucson, AZ; Alhambra, Chino, Garden Grove, and Tustin, CA; Westland and Canton, MI; and Carrollton, Duncansville, and Lewisville, TX
Emcumbrances	0
Initial Cost
Land	6,343
Building	379
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(1,384)
Gross Amount at which Carried at Close of Period
Land	5,338
Building	0
Total	5,338
Accumulated Depreciation	0
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	0 years 0 months 0 days
Retail facility in Oklahoma City, OK | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Retail facility in Oklahoma City, OK
Emcumbrances	5,759
Initial Cost
Land	1,246
Building	4,771
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,246
Building	4,771
Total	6,017
Accumulated Depreciation	37
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	32 years 0 months 0 days
Land in Farmington, CT and Braintree, MA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Land in Farmington, CT and Braintree, MA
Emcumbrances	490
Initial Cost
Land	2,409
Building	0
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	2,409
Building	0
Total	2,409
Accumulated Depreciation	0
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	0 years 0 months 0 days
Office facilities in Helsinki, Finland | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facilities in Helsinki, Finland
Emcumbrances	58,917
Initial Cost
Land	26,560
Building	20,735
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	1,316
Gross Amount at which Carried at Close of Period
Land	27,299
Building	21,312
Total	48,611
Accumulated Depreciation	165
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	32 years 0 months 0 days
Office facility in Paris, France | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Paris, France
Emcumbrances	73,391
Initial Cost
Land	23,387
Building	43,450
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	1,860
Gross Amount at which Carried at Close of Period
Land	24,038
Building	44,659
Total	68,697
Accumulated Depreciation	341
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	32 years 0 months 0 days
Retail facilities in Bydgoszcz, Czestochowa, Jablonna, Katowice, Kielce, Lodz, Lubin, Olsztyn, Opole, Plock, Walbrzych, Warsaw, and Warszawa, Poland | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Retail facilities in Bydgoszcz, Czestochowa, Jablonna, Katowice, Kielce, Lodz, Lubin, Olsztyn, Opole, Plock, Walbrzych, Warsaw, and Warszawa, Poland
Emcumbrances	148,643
Initial Cost
Land	26,564
Building	72,866
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	2,768
Gross Amount at which Carried at Close of Period
Land	27,303
Building	74,895
Total	102,198
Accumulated Depreciation	785
Date Acquired	Sep. 01, 2012
Retail facilities in Bydgoszcz, Czestochowa, Jablonna, Katowice, Kielce, Lodz, Lubin, Olsztyn, Opole, Plock, Walbrzych, Warsaw, and Warszawa, Poland | Real Estate Under Operating Leases | Minimum
Gross Amount at which Carried at Close of Period
Life on which depreciation in latest statement of income computed	23 years 0 months 0 days
Retail facilities in Bydgoszcz, Czestochowa, Jablonna, Katowice, Kielce, Lodz, Lubin, Olsztyn, Opole, Plock, Walbrzych, Warsaw, and Warszawa, Poland | Real Estate Under Operating Leases | Maximum
Gross Amount at which Carried at Close of Period
Life on which depreciation in latest statement of income computed	34 years 0 months 0 days
Office facility in Laupheim, Germany | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Laupheim, Germany
Emcumbrances	0
Initial Cost
Land	2,072
Building	8,339
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	290
Gross Amount at which Carried at Close of Period
Land	2,130
Building	8,571
Total	10,701
Accumulated Depreciation	107
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	20 years 0 months 0 days
Industrial facilities in Danbury, CT and Bedford, MA | Real Estate Under Operating Leases
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Danbury, CT and Bedford, MA
Emcumbrances	12,973
Initial Cost
Land	3,519
Building	16,329
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	3,519
Building	16,329
Total	19,848
Accumulated Depreciation	136
Date Acquired	Sep. 01, 2012
Life on which depreciation in latest statement of income computed	29 years 0 months 0 days
Retail stores in several cities in the following states: Alabama, Florida, Georgia, Illinois, Louisiana, Missouri, New Mexico, North Carolina, South Carolina, and Texas | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Retail stores in several cities in the following states: Alabama, Florida, Georgia, Illinois, Louisiana, Missouri, New Mexico, North Carolina, South Carolina, and Texas
Emcumbrances	199
Initial Cost
Land	0
Building	16,416
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(384)
Gross Amount at which Carried at Close of Period
Total	16,032
Date Acquired	Jan. 01, 1998
Office and industrial facilities in Glendora, CA and Romulus, MI | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Office and industrial facilities in Glendora, CA and Romulus, MI
Emcumbrances	0
Initial Cost
Land	454
Building	13,251
Costs Capitalized Subsequent to Acquistion	9
Increase (Decrease) in Net Investments	(2,437)
Gross Amount at which Carried at Close of Period
Total	11,277
Date Acquired	Jan. 01, 1998
Industrial facilities in Thurmont, MD and Farmington, NY | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Thurmont, MD and Farmington, NY
Emcumbrances	0
Initial Cost
Land	729
Building	6,093
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(158)
Gross Amount at which Carried at Close of Period
Total	6,664
Date Acquired	Jan. 01, 1998
Industrial facilities in Irving and Houston, TX | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facilities in Irving and Houston, TX
Emcumbrances	20,118
Initial Cost
Land	0
Building	27,599
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(3,897)
Gross Amount at which Carried at Close of Period
Total	23,702
Date Acquired	Jan. 01, 1998
Retail facilities in Farmington, CT and Braintree, MA | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Retail facilities in Farmington, CT and Braintree, MA
Emcumbrances	3,010
Initial Cost
Land	0
Building	8,761
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Total	8,761
Date Acquired	Sep. 01, 2012
Education facilities in Chandler and Tucson, AZ; Alhambra, Chino, Garden Grove, and Tustin, CA; Naperville, IL; Westland and Canton, MI; and Carrollton, Duncansville, and Lewisville, TX | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Education facilities in Chandler and Tucson, AZ; Alhambra, Chino, Garden Grove, and Tustin, CA; Naperville, IL; Westland and Canton, MI; and Carrollton, Duncansville, and Lewisville, TX
Emcumbrances	0
Initial Cost
Land	0
Building	7,840
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Total	7,840
Date Acquired	Sep. 01, 2012
Industrial facility in Owingsville, KY | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Owingsville, KY
Emcumbrances	113
Initial Cost
Land	309
Building	5,741
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(88)
Gross Amount at which Carried at Close of Period
Total	5,962
Date Acquired	Sep. 01, 2012
Retail facility in Freehold, NJ | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Retail facility in Freehold, NJ
Emcumbrances	6,515
Initial Cost
Land	0
Building	17,067
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(12)
Gross Amount at which Carried at Close of Period
Total	17,055
Date Acquired	Sep. 01, 2012
Office facilities in Corpus Christi, Odessa, San Marcos, and Waco, TX | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facilities in Corpus Christi, Odessa, San Marcos, and Waco, TX
Emcumbrances	5,313
Initial Cost
Land	2,089
Building	14,211
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(102)
Gross Amount at which Carried at Close of Period
Total	16,198
Date Acquired	Sep. 01, 2012
Retail facilities in Osnabruck, Borken, Bunde, Arnstadt, Dorsten, Duisburg, Freiberg, Leimbach-Kaiserro, Monheim, Oberhausen, Rodewisch, Sankt Augustin, Schmalkalden, Stendal, Wuppertal, and Monheim, Germany | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Retail facilities in Osnabruck, Borken, Bunde, Arnstadt, Dorsten, Duisburg, Freiberg, Leimbach-Kaiserro, Monheim, Oberhausen, Rodewisch, Sankt Augustin, Schmalkalden, Stendal, Wuppertal, and Monheim, Germany
Emcumbrances	87,982
Initial Cost
Land	28,734
Building	145,854
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	4,837
Gross Amount at which Carried at Close of Period
Total	179,425
Date Acquired	Sep. 01, 2012
Warehouse/distribution facility in Birmingham, United Kingdom | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facility in Birmingham, United Kingdom
Emcumbrances	10,903
Initial Cost
Land	2,147
Building	12,357
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	117
Gross Amount at which Carried at Close of Period
Total	14,621
Date Acquired	Sep. 01, 2012
Warehouse/distribution facilities in Mesquite, TX | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Warehouse/distribution facilities in Mesquite, TX
Emcumbrances	6,905
Initial Cost
Land	2,851
Building	15,899
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(38)
Gross Amount at which Carried at Close of Period
Total	18,712
Date Acquired	Sep. 01, 2012
Industrial facility in Rochester, MN | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Rochester, MN
Emcumbrances	5,211
Initial Cost
Land	881
Building	17,039
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	39
Gross Amount at which Carried at Close of Period
Total	17,959
Date Acquired	Sep. 01, 2012
Office facility in Irvine, CA | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Office facility in Irvine, CA
Emcumbrances	6,792
Initial Cost
Land	0
Building	17,027
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(19)
Gross Amount at which Carried at Close of Period
Total	17,008
Date Acquired	Sep. 01, 2012
Sports facility in Memphis, TN | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Sports facility in Memphis, TN
Emcumbrances	1,890
Initial Cost
Land	0
Building	4,823
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	(33)
Gross Amount at which Carried at Close of Period
Total	4,790
Date Acquired	Sep. 01, 2012
Industrial facility in Brownwood, TX | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Industrial facility in Brownwood, TX
Emcumbrances	0
Initial Cost
Land	722
Building	6,268
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Total	6,990
Date Acquired	Sep. 01, 2012
Education facility in Glendale Heights, IL | Direct Financing Lease
Schedule Of Real Estate And Accumulated Depreciation
Description	Education facility in Glendale Heights, IL
Emcumbrances	0
Initial Cost
Land	0
Building	3,009
Costs Capitalized Subsequent to Acquistion	0
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Total	3,009
Date Acquired	Sep. 01, 2012
Hotel in Livonia, MI | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Hotel in Livonia, MI
Emcumbrances	0
Initial Cost
Land	2,765
Building	11,087
Personal Property	3,816
Costs Capitalized Subsequent to Acquistion	18,733
Increase (Decrease) in Net Investments	(20,440)
Gross Amount at which Carried at Close of Period
Land	892
Building	5,556
Personal Property	9,513
Total	15,961
Accumulated Depreciation	10,961
Date Acquired	Jan. 01, 1998
Hotel in Livonia, MI | Operating Real Estate | Minimum
Gross Amount at which Carried at Close of Period
Life on which depreciation in latest statement of income computed	7 years 0 months 0 days
Hotel in Livonia, MI | Operating Real Estate | Maximum
Gross Amount at which Carried at Close of Period
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Self-storage facilities in Taunton, North Andover, North Billerica, and Brockton, MA | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facilities in Taunton, North Andover, North Billerica, and Brockton, MA
Emcumbrances	9,532
Initial Cost
Land	4,300
Building	12,274
Personal Property	0
Costs Capitalized Subsequent to Acquistion	254
Increase (Decrease) in Net Investments	(478)
Gross Amount at which Carried at Close of Period
Land	4,300
Building	12,050
Personal Property	0
Total	16,350
Accumulated Depreciation	2,036
Date Acquired	Dec. 01, 2006
Self-storage facilities in Taunton, North Andover, North Billerica, and Brockton, MA | Operating Real Estate | Minimum
Gross Amount at which Carried at Close of Period
Life on which depreciation in latest statement of income computed	25 years 0 months 0 days
Self-storage facilities in Taunton, North Andover, North Billerica, and Brockton, MA | Operating Real Estate | Maximum
Gross Amount at which Carried at Close of Period
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Self-storage facility in Newington, CT | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Newington, CT
Emcumbrances	2,073
Initial Cost
Land	520
Building	2,973
Personal Property	0
Costs Capitalized Subsequent to Acquistion	241
Increase (Decrease) in Net Investments	(121)
Gross Amount at which Carried at Close of Period
Land	520
Building	3,093
Personal Property	0
Total	3,613
Accumulated Depreciation	468
Date Acquired	Dec. 01, 2006
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Self-storage facility in Killeen, TX | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Killeen, TX
Emcumbrances	3,226
Initial Cost
Land	1,230
Building	3,821
Personal Property	0
Costs Capitalized Subsequent to Acquistion	339
Increase (Decrease) in Net Investments	(179)
Gross Amount at which Carried at Close of Period
Land	1,230
Building	3,981
Personal Property	0
Total	5,211
Accumulated Depreciation	648
Date Acquired	Dec. 01, 2006
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Self-storage facility in Rohnert Park, CA | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Rohnert Park, CA
Emcumbrances	3,108
Initial Cost
Land	1,761
Building	4,989
Personal Property	0
Costs Capitalized Subsequent to Acquistion	40
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,761
Building	5,029
Personal Property	0
Total	6,790
Accumulated Depreciation	748
Date Acquired	Jan. 01, 2007
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Self-storage facility in Fort Worth, TX | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Fort Worth, TX
Emcumbrances	2,150
Initial Cost
Land	1,030
Building	4,176
Personal Property	0
Costs Capitalized Subsequent to Acquistion	33
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,030
Building	4,209
Personal Property	0
Total	5,239
Accumulated Depreciation	626
Date Acquired	Jan. 01, 2007
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Self-storage facility in Augusta, GA | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Augusta, GA
Emcumbrances	1,876
Initial Cost
Land	970
Building	2,442
Personal Property	0
Costs Capitalized Subsequent to Acquistion	48
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	970
Building	2,490
Personal Property	0
Total	3,460
Accumulated Depreciation	367
Date Acquired	Feb. 01, 2007
Life on which depreciation in latest statement of income computed	39 years 0 months 0 days
Self-storage facility in Garland, TX | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Garland, TX
Emcumbrances	1,435
Initial Cost
Land	880
Building	3,104
Personal Property	0
Costs Capitalized Subsequent to Acquistion	57
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	880
Building	3,161
Personal Property	0
Total	4,041
Accumulated Depreciation	461
Date Acquired	Feb. 01, 2007
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Self-storage facility in Lawrenceville, GA | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Lawrenceville, GA
Emcumbrances	2,314
Initial Cost
Land	1,410
Building	4,477
Personal Property	0
Costs Capitalized Subsequent to Acquistion	82
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,411
Building	4,558
Personal Property	0
Total	5,969
Accumulated Depreciation	717
Date Acquired	Mar. 01, 2007
Life on which depreciation in latest statement of income computed	37 years 0 months 0 days
Self-storage facility in Fairfield, OH | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Fairfield, OH
Emcumbrances	1,824
Initial Cost
Land	540
Building	2,640
Personal Property	0
Costs Capitalized Subsequent to Acquistion	19
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	540
Building	2,659
Personal Property	0
Total	3,199
Accumulated Depreciation	508
Date Acquired	Apr. 01, 2007
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Self-storage facility in Tallahassee, FL | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Tallahassee, FL
Emcumbrances	3,629
Initial Cost
Land	850
Building	5,736
Personal Property	0
Costs Capitalized Subsequent to Acquistion	7
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	850
Building	5,743
Personal Property	0
Total	6,593
Accumulated Depreciation	809
Date Acquired	Apr. 01, 2007
Life on which depreciation in latest statement of income computed	40 years 0 months 0 days
Self-storage facility in Lincolnshire, IL | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Lincolnshire, IL
Emcumbrances	1,955
Initial Cost
Land	1,477
Building	1,519
Personal Property	0
Costs Capitalized Subsequent to Acquistion	96
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,477
Building	1,615
Personal Property	0
Total	3,092
Accumulated Depreciation	220
Date Acquired	Jul. 01, 2010
Life on which depreciation in latest statement of income computed	18 years 0 months 0 days
Self-storage facility in Chicago, IL | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Chicago, IL
Emcumbrances	1,683
Initial Cost
Land	823
Building	912
Personal Property	0
Costs Capitalized Subsequent to Acquistion	627
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	823
Building	1,539
Personal Property	0
Total	2,362
Accumulated Depreciation	278
Date Acquired	Jul. 01, 2010
Life on which depreciation in latest statement of income computed	15 years 0 months 0 days
Self-storage facility in Chicago, IL | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Chicago, IL
Emcumbrances	1,411
Initial Cost
Land	700
Building	733
Personal Property	0
Costs Capitalized Subsequent to Acquistion	556
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	700
Building	1,289
Personal Property	0
Total	1,989
Accumulated Depreciation	223
Date Acquired	Jul. 01, 2010
Life on which depreciation in latest statement of income computed	15 years 0 months 0 days
Self-storage facility in Bedford Park, IL | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Bedford Park, IL
Emcumbrances	1,713
Initial Cost
Land	809
Building	1,312
Personal Property	0
Costs Capitalized Subsequent to Acquistion	200
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	809
Building	1,512
Personal Property	0
Total	2,321
Accumulated Depreciation	196
Date Acquired	Jul. 01, 2010
Life on which depreciation in latest statement of income computed	20 years 0 months 0 days
Self-storage facility in Bentonville, AR | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Bentonville, AR
Emcumbrances	2,024
Initial Cost
Land	1,050
Building	1,323
Personal Property	0
Costs Capitalized Subsequent to Acquistion	22
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,050
Building	1,345
Personal Property	0
Total	2,395
Accumulated Depreciation	131
Date Acquired	Sep. 01, 2010
Life on which depreciation in latest statement of income computed	24 years 0 months 0 days
Self-storage facility in Tallahassee, FL | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Tallahassee, FL
Emcumbrances	3,848
Initial Cost
Land	570
Building	3,447
Personal Property	0
Costs Capitalized Subsequent to Acquistion	30
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	570
Building	3,477
Personal Property	0
Total	4,047
Accumulated Depreciation	262
Date Acquired	Sep. 01, 2010
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Self-storage facility in Pensacola, FL | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Pensacola, FL
Emcumbrances	1,801
Initial Cost
Land	560
Building	2,082
Personal Property	0
Costs Capitalized Subsequent to Acquistion	5
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	560
Building	2,087
Personal Property	0
Total	2,647
Accumulated Depreciation	156
Date Acquired	Sep. 01, 2010
Life on which depreciation in latest statement of income computed	30 years 0 months 0 days
Self-storage facility in Chicago, IL | Operating Real Estate
Schedule Of Real Estate And Accumulated Depreciation
Description	Self-storage facility in Chicago, IL
Emcumbrances	2,081
Initial Cost
Land	1,785
Building	2,616
Personal Property	0
Costs Capitalized Subsequent to Acquistion	23
Increase (Decrease) in Net Investments	0
Gross Amount at which Carried at Close of Period
Land	1,785
Building	2,639
Personal Property	0
Total	4,424
Accumulated Depreciation	$ 178
Date Acquired	Oct. 01, 2010
Life on which depreciation in latest statement of income computed	32 years 0 months 0 days

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Income Taxes

12 Months Ended

Dec. 31, 2012

Income Taxes

Income Taxes

Note16. Income Taxes

The components of our provision for income taxes for the periods presented are as follows (in thousands):

	Years Ended December 31,
	2012		2011		2010
Federal
Current	$	18,142	$	17,820	$	17,729
Deferred		(21,167)		6,867		(2,409)
		(3,025)		24,687		15,320
State, Local and Foreign
Current		15,441		10,559		12,250
Deferred		(5,633)		1,968		(1,756)
		9,808		12,527		10,494
Total Provision	$	6,783	$	37,214	$	25,814

Deferred income taxes at December 31, 2012 and 2011consist of the following (in thousands):

	At December 31,
	2012		2011
Deferred Tax Assets
Unearned and deferred compensation	$	17,272	$	12,598
Other		10,832		3,465
		28,104		16,063
Deferred Tax Liabilities
Receivables from affiliates		(13,251)		(14,378)
Investments		(31,598)		(45,812)
Other		(583)		-
		(45,432)		(60,190)
Net Deferred Tax Liability	$	(17,328)	$	(44,127)

A reconciliation of the provision for income taxes with the amount computed by applying the statutory federal income tax rate to income before provision for income taxes for the periods presented is as follows (in thousands):

	Years Ended December 31,
	2012			2011			2010
Pre-tax (loss) income from taxable subsidiaries	$	(412)		$	78,561		$	49,253
Federal provision at statutory tax rate (35%)		(144)	35.0%		27,496	35.0%		17,238	35.0%
State and local taxes, net of federal benefit		616	(149.5%)		7,409	9.4%		4,303	8.7%
Amortization of intangible assets		465	(112.9%)		486	0.6%		854	1.7%
Other		1,069	(261.2%)		272	0.4%		264	0.6%
Tax provision — taxable subsidiaries		2,006	(488.6%)		35,663	45.4%		22,659	46.0%
Other state, local and foreign taxes		4,777			1,551			3,155
Total provision	$	6,783		$	37,214		$	25,814

Included in Income taxes, net in the consolidated balance sheets at December 31, 2012 and 2011 are accrued income taxes totaling $4.0million and prepaid income taxes totaling $4.6 million, respectively, deferred income taxes totaling $17.3 million and $44.1 million, respectively, and uncertain tax positions totaling $0.3 million and $0, respectively. The uncertain tax positions, which we account for in accordance with ASC 740, Income Taxes, were acquired in the Merger.

At January 1, 2010, we had unrecognized tax benefits of $0.6 million (net of federal benefits), which if recognized, would have affected our effective tax rate. During 2010, we reversed the unrecognized tax benefits, including all related interest totaling $0.1 million, as they were no longer required.

Real Estate Ownership Operations

As discussed in Note3, W. P. Carey & Co. LLC, our predecessor, converted to a REIT through the REIT Reorganization. Effective February 15, 2012, W. P. Carey Inc. elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code for the year ended December 31, 2012. As a REIT, we are not subject to federal income taxes on our income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We believe that we have operated, and we intend to continue to operate, in a manner that allows us to continue to qualify as a REIT. As a REIT, we expect to derive most of our REIT income from our real estate operations under our Real Estate Ownership segment.

Investment Management Operations

We conduct our investment management services in our Investment Management segment through TRSs. A TRS is a subsidiary of a REIT that is subject to corporate federal, state, local and foreign taxes, as applicable. Our use of TRSs enables us to engage in certain businesses while complying with the REIT qualification requirements and also allows us to retain income generated by these businesses for reinvestment without the requirement to distribute those earnings. We conduct business in the U.S., Asia and the European Union, and as a result, we or one or more of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and certain foreign jurisdictions. Certain of our inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation. Periodically, shares in the Managed REITs that are payable to our TRSs in consideration of services rendered are distributed from TRSs to us.

Our tax returns are subject to audit by taxing authorities. Such audits can often take years to complete and settle. The tax years 2009 through 2012 remain open to examination by the major taxing jurisdictions to which we are subject.

Our subsidiary, Carey REIT II, owns our real estate assets and elected to be taxed as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code until September 28, 2012, the date of the Merger, when it became a qualified real estate investment trust subsidiary (“QRS”). In connection with the CPA®:14/16 Merger in May 2011, we formed Carey REIT III to hold the Special Member Interest in the newly formed operating partnership of CPA®:16 – Global (Note4). Carey REIT III also elected to be taxed as a real estate investment trust under the Internal Revenue Code until September 28, 2012, when it merged into another of our subsidiaries. Under the REIT operating structure, Carey REIT II and Carey REIT III werepermitted to deduct distributions paid to our shareholders and generally would not be required to pay U.S. federal income taxes. Accordingly, no provision was made for U.S. federal income taxes in the consolidated financial statements related to either Carey REIT II or Carey REIT III through September 28, 2012. Carey REIT II became a QRS effective September 28, 2012. QRS'sare disregarded for US federal tax purposes and therefore not subject to US federal income tax. A QRS is still subject to state, local and foreign taxes where applicable.

As of December 31, 2012, we had net operating losses (“NOLs”) in foreign jurisdictions of approximately $46.1 million, translating to a deferred tax asset before valuation allowance of $11.9 million.  Our NOLs began expiring in 2011 in certain foreign jurisdictions.  The utilization of NOLs may be subject to certain limitations under the tax laws of the relevant jurisdiction.  Management determined that as of December 31, 2012, $11.9 million of deferred tax assets related to losses in foreign jurisdictions did not satisfy the recognition criteria set forth in accounting guidance for income taxes and established valuation allowance for this amount.

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Finance Receivables (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Net Investments In Direct Financing Lease
Minimum lease payments receivable	$ 430,514	$ 29,986
Unguaranteed residual value	375,706	57,218
Gross minimum lease payments receivable	806,220	87,204
Less: unearned income	(430,215)	(29,204)
Net investments in direct financing lease	$ 376,005	$ 58,000

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Stock-Based Compensation and Other Compensation (Details 2) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2008
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning of year - shares	1,208,041	1,699,701	2,255,604
Excercised - shares	(410,331)	(449,660)	(399,507)
Forfeited/Expired - shares	(3,500)	(42,000)	(156,396)
Outstanding at end of year - shares	794,210	1,208,041	1,699,701
Vested and expected to vest at end of year - shares	746,689
Exercisable at end of year - shares	623,218	959,779	1,231,683
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price
Outstanding at beginning of year, weighted average exercise price	$ 28.73	$ 28.57	$ 27.55
Excercised, weighted average exercise price	$ 25.94	$ 27.71	$ 22.26	$ 1.00
Forfeited/Expired, weighted average exercise price	$ 24.93	$ 32.85	$ 30.24
Outstanding at end of year, weighted average exercise price	$ 30.32	$ 28.73	$ 28.57
Vested and expected to vest at end of year, weighted average exercise price	$ 30.26
Exercisable at end of year, weighted average exercise price	$ 30.22	$ 28.36	$ 27.86
Outstanding at end of year, weighted average remaining contractual term	3 years 2 months 8 days	3 years 3 months 14 days	4 years 3 months 4 days
Vested and expected to vest at end of year, weighted average remaining contractual term	3 years 2 months 5 days
Exercisable at end of year, weighted average remaining contractual term	2 years 11 months 26 days	2 years 11 months 12 days
Outstanding at end of year, aggeregate instrinsic value	$ 17,335,637
Vested and expected to vest at end of year, aggeregate instrinsic value	16,346,539
Exercisable at end of year, aggeregate instrinsic value	$ 13,669,784

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Consolidated Statements of Equity (Parentheticals) (USD $)	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Statement of Stockholders' Equity [Abstract]
Per shares distributions declared	$ 0.660	$ 0.650	$ 0.567	$ 0.565	$ 0.563	$ 0.560	$ 0.550	$ 0.512	$ 2.44	$ 2.19	$ 2.03

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Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Investments in real estate:
Real estates, at cost attributable to consolidated VIEs	$ 2,331,613	$ 646,482
Operating real estate, at cost attributable to consolidated VIEs	99,703	109,875
Accumulated depreciation attributable to consolidated VIEs	136,068	135,175
Net investments in direct financing leases attributable to VIE's	376,005	58,000
Cash attributable to consolidated VIEs	123,904	29,297
In-place lease attributable to consolidated VIEs	447,278	44,578
Above-market rent attributable to consolidated VIEs	279,885	4,822
Other intangible assets attributable to consolidated VIEs	10,200	12,950
Other Assets attributable to consolidated VIEs	141,442	51,069
Liabilities:
Non-recourse debt attributable to consolidated VIEs	1,715,397	356,209
Accounts payable attributable to consolidated VIEs	265,132	82,055
W. P. Carey stockholders' equity:
Preferred stock, per share value	$ 0.001	$ 0.001
Preferred stock, authorized	50,000,000	50,000,000
Treasury stock, cost	416,408	0
Variable Interest Entity
Investments in real estate:
Real estates, at cost attributable to consolidated VIEs	78,745	41,032
Operating real estate, at cost attributable to consolidated VIEs	0	26,318
Accumulated depreciation attributable to consolidated VIEs	16,110	22,350
Net investments in direct financing leases attributable to VIE's	23,921	0
Cash attributable to consolidated VIEs	17	230
In-place lease attributable to consolidated VIEs	3,823
Above-market rent attributable to consolidated VIEs	2,773
Other intangible assets attributable to consolidated VIEs	297	0
Other Assets attributable to consolidated VIEs	4,232	2,773
Liabilities:
Non-recourse debt attributable to consolidated VIEs	30,326	14,261
Accounts payable attributable to consolidated VIEs	$ 7,659	$ 1,651
Common Stock No Par Value
W. P. Carey stockholders' equity:
Common stock, per share value	$ 0	$ 0
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	0	39,729,018
Common stock, outstanding	0	39,729,018
Common Stock
W. P. Carey stockholders' equity:
Common stock, per share value	$ 0.001	$ 0.001
Common stock, authorized	450,000,000	450,000,000
Common stock, issued	68,901,933	0
Common stock, outstanding	68,901,933	0

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Fair Value Measurements

12 Months Ended

Dec. 31, 2012

Fair Value Disclosures

Fair Value Measurements

Note9.Fair Value Measurements

For fair value measurements, the fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps and swaps; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions.

Items Measured at Fair Value on a Recurring Basis

The methods and assumptions described below were used to estimate the fair value of each class of financial instrument. For significant Level 3 items we have also provided the unobservable inputs along with their weighted average ranges.

Money Market Funds — Our money market funds, which are included in Cash in the consolidated financial statements, are comprised of government securities and U.S. Treasury bills. These funds were classified as Level 1 as we used quoted prices from active markets to determine their fair values.

Derivative Assets — Our derivative assets, which are included in Other assets, net in the consolidated financial statements, are comprised of foreign currency forward contracts and stock warrants that were acquired from CPA®:15 through the Merger. The foreign currency forward contracts were measured at fair value using readily observable market inputs, such as quotations on interest rates, and were classified as Level 2 as these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in the open market. The stock warrants were measured at fair value using internal valuation models that incorporate market inputs and our own assumptions about future cash flows. We classified these assets as Level 3 because these assets are not traded in an active market.

Derivative Liabilities — Our derivative liabilities, which are included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements, are comprised of interest rate swaps, a substantial amount of which were acquired from CPA®:15 through the Merger (Note 10). These derivative instruments were measured at fair value using readily observable market inputs, such as quotations on interest rates. These derivative instruments were classified as Level 2 because they are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market.

Other Securities — Our other securities, which are included in Other assets, net in the consolidated financial statements, are primarily comprised of our interest in a commercial mortgage loan securitization known as the Carey Commercial Mortgage Trust (“CCMT”). We classified these assets as Level 3 because these assets are not traded in an active market. We estimated the fair value of these assets using internal valuation models that incorporate market inputs and our own assumptions about future cash flows.

Redeemable Noncontrolling Interest — We account for the noncontrolling interest in WPCI as a redeemable noncontrolling interest. We determined the valuation of the redeemable noncontrolling interest using widely accepted valuation techniques, including expected discounted cash flows of the investment as well as the income capitalization approach, which considers prevailing market capitalization rates. We classified this liability as Level 3. Unobservable inputs for WPCI include a discount for lack of marketability, a discount rate and EBITDA multiples with weighted average ranges of 20% – 30%, 22% – 26% and 3x – 5x, respectively. Significant increases or decreases in any one of these inputs in isolation would result in significant changes in the fair value measurement.

The following tables set forth our assets and liabilities that were accounted for at fair value on a recurring basis. Assets and liabilities presented below exclude assets and liabilities owned by equity investments (in thousands):

				Fair Value Measurements at December 31, 2012 Using:
				Quoted Prices in
				Active Markets for		Significant Other		Unobservable
				Identical Assets		Observable Inputs		Inputs
Description		Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds		$	231	$	231	$	-	$	-
Derivative assets			1,745		-		25		1,720
	Total	$	1,976	$	231	$	25	$	1,720
Redeemable Noncontrolling Interest and Liabilities:
Redeemable noncontrolling interest		$	7,531	$	-	$	-	$	7,531
Derivative liabilities			24,578		-		24,578		-
	Total	$	32,109	$	-	$	24,578	$	7,531

				Fair Value Measurements at December 31, 2011 Using:
				Quoted Prices in
				Active Markets for		Significant Other		Unobservable
				Identical Assets		Observable Inputs		Inputs
Description		Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Other securities		$	233	$	-	$	-	$	233
Money market funds			35		35		-		-
	Total	$	268	$	35	$	-	$	233
Redeemable Noncontrolling Interest and Liabilities:
Redeemable noncontrolling interest		$	7,700	$	-	$	-	$	7,700
Derivative liabilities			4,175		-		4,175		-
	Total	$	11,875	$	-	$	4,175	$	7,700

			Fair Value Measurements Using
			Significant Unobservable Inputs (Level 3 Only)
			Year Ended December 31, 2012								Year Ended December 31, 2011
			Assets								Assets
									Redeemable								Redeemable
			Other		Derivative		Total		Noncontrolling		Other		Derivative		Total		Noncontrolling
			Securities		Assets		Assets		Interest		Securities		Assets		Assets		Interest
Beginning balance			$	233	$	-	$	233	$	7,700	$	263	$	-	$	263	$	7,546
	Total gains or losses (realized and unrealized):
		Included in earnings		10		80		90		40		(20)		-		(20)		1,923
		Included in other comprehensive (loss) income		(7)		-		(7)		6		(10)		-		(10)		(5)
	Settlements			(236)		-		(236)		-		-		-		-		-
	Acquired due to Merger			-		1,640		1,640		-		-		-		-		-
	Distributions paid			-		-		-		(1,055)		-		-		-		(1,309)
	Redemption value adjustment			-		-		-		840		-		-		-		(455)
	Amortization and accretion
Ending balance			$	-	$	1,720	$	1,720	$	7,531	$	233	$	-	$	233	$	7,700
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date			$	-	$	80	$	80	$	-	$	(20)	$	-	$	(20)	$	-

We did not have any transfers into or out of Level 1, Level 2 and Level 3 measurements during the years ended December 31, 2012 and 2011. Gains and losses (realized and unrealized) included in earnings for other securities are reported in Other income and (expenses) in the consolidated financial statements.

Our other financial instruments had the following carrying values and fair values as of the dates shown (in thousands):

		December 31, 2012				December 31, 2011
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Non-recourse debt (a)	3	$	1,715,397	$	1,727,985	$	356,209	$	361,948
Senior Credit Facility	2		253,000		253,000		233,160		233,160
Deferred acquisition fees receivable (b)	3		28,654		33,632		29,410		31,638

__________

• We determined the estimated fair value of our debt instruments using a discounted cash flow model with rates that take into account the credit of the tenants, where applicable, and interest rate risk. We also considered the value of the underlying collateral taking into account the quality of the collateral, the credit quality of the company, the time until maturity and the current market interest rate.
• We determined the estimated fair value of our deferred acquisition feesbased on an estimate of discounted cash flows using two significant unobservable inputs, which are the leverage adjusted unsecured spread and an illiquidity adjustment with a weighted average range of 275 – 325 bps and 50 – 100 bps, respectively. Significant increases or decreases to these inputs in isolation would result in a significant change in the fair value measurement.

We estimated that our other financial assets and liabilities (excluding net investments in direct financing leases) had fair values that approximated their carrying values at both December 31, 2012 and 2011.

Items Measured at Fair Value on a Non-Recurring Basis

We perform an assessment, when required, of the value of certain of our real estate investments. As part of that assessment, we determine the valuation of these assets using widely accepted valuation techniques, including expected discounted cash flows or an income capitalization approach, which considers prevailing market capitalization rates. We review each investment based on the highest and best use of the investment and market participation assumptions. We determined that the significant inputs used to value these investments fall within Level 3. As a result of our assessments, we calculated impairment chargesbased on market conditions and assumptions that existed at the time. The valuation of real estate is subject to significant judgment and actual results may differ materially if market conditions or the underlying assumptions change. Assets acquired and liabilities assumed in the Merger approximate fair value. The valuation methods related to the assets acquired, liabilities assumed, equity investments and noncontrolling interests associated with the Merger are discussed in Notes2 and3.

The following tables present information about our other assets that were measured on a fair value basis (in thousands):

	Year Ended December 31, 2012				Year Ended December 31, 2011				Year Ended December 31, 2010
	Total Fair Value		Total Impairment		Total Fair Value		Total Impairment		Total Fair Value		Total Impairment
	Measurements		Charges		Measurements		Charges		Measurements		Charges
Impairment Charges from Continuing Operations:
Real estate (a)	$	-	$	-	$	380	$	243	$	-	$	-
(do not use) Net investments in properties
Operating real estate (b)		5,002		10,467		-		-		-		-
Net investments in direct financing leases (c)		-		-		-		(1,608)		3,548		1,140
Equity investments in real estate (d)		17,140		9,910		1,554		206		22,846		1,394
		22,142		20,377		1,934		(1,159)		26,394		2,534
Impairment Charges from Discontinued Operations:
Real estate (a)		39,642		12,495		42,207		11,838		11,662		14,241
Net investments in properties
Intangible assets
	$	61,784	$	32,872	$	44,141	$	10,679	$	38,056	$	16,775

__________

• These fair value measurements were developed by third-party sources, subject to our corroboration for reasonableness.
• During the year ended December 31, 2012, we recorded an impairment charge of $10.5 million on a hotel property to reduce its carrying value to its estimated fair value, which had declined. The fair value of the hotel property was obtained using an estimate of discounted cash flows using three significant inputs, which are capitalization rate, cash flow discount rate and residual discount rate, of 9.5%, 7.5% and 10.0%, respectively.
• In the fourth quarter of 2011, we recorded an out-of-period adjustment of $1.6 million (Note2).
• During the year ended December 31, 2012, we incurred an other-than-temporary impairment charge totaling $9.9 million, on our investment in the Special Member Interest to reduce its carrying value to its estimated fair value, which had declined. This investment's fair value was obtained using an estimate of discounted cash flows using two significant unobservable inputs, which are the discount rate and the estimated general and administrative costs as a percentage of assets under management with a weighted average range of 12.75% – 15.75% and 35 bps – 45 bps, respectively. Significant increases or decreases to these inputs in isolation would result in a significant change in the fair value measurement. The valuation was also dependent upon the estimated date of a liquidity event for CPA®:16 – Global because cash flows attributable to this investment would cease upon such event. Therefore, the fair value of this investment may decline in the future as the estimated liquidation date approaches.

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Equity (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Minority Interest
Net income attributable to W. P. Carey	$ 15,477	$ 2,588	$ 31,777	$ 12,290	$ 9,091	$ 25,202	$ 81,443	$ 23,343	$ 62,132	$ 139,079	$ 73,972
Transfers to noncontrolling interest
Net transfers to noncontrolling interest									(154)	(5,879)
Change from net income attributable to W. P. Carey and transfers to noncontrolling interest									61,978	133,200	73,972
50 Rock
Transfers to noncontrolling interest
Decrease in W. P. Carey's additional paid-in capital for purchase									(154)
Checkfree Holdings, Inc.
Transfers to noncontrolling interest
Decrease in W. P. Carey's additional paid-in capital for purchase										$ (5,879)

XML

Risk Management and Use of Derivative Financial Instruments (Details 6) (Interest rate swap, Derivatives Not in Cash Flow Hedging Relationships) In Thousands, unless otherwise specified		12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2012 3-Month Euribor USD ($)	Dec. 31, 2012 3-Month Euribor EUR (€)	Dec. 31, 2012 3-Month Euribor April 1 USD ($)	Dec. 31, 2012 3-Month Euribor April 1 EUR (€)	Dec. 31, 2012 3-Month Euribor April 2 USD ($)	Dec. 31, 2012 3-Month Euribor April 2 EUR (€)	Dec. 31, 2012 3-Montth Euribor April 3 USD ($)	Dec. 31, 2012 3-Montth Euribor April 3 EUR (€)
Derivative Disclosure
Notional Amount			€ 100,000		€ 15,970		€ 6,975		€ 5,479
Effective Interest Rate		3.70%	3.70%	0.90%	0.90%	4.40%	4.40%	4.30%	4.30%
Effective Date		Jul. 31, 2006	Jul. 31, 2006	Apr. 30, 2012	Apr. 30, 2012	Apr. 30, 2008	Apr. 30, 2008	Apr. 30, 2007	Apr. 30, 2007
Expiration Date		Jul. 31, 2016	Jul. 31, 2016	Jul. 31, 2013	Jul. 31, 2013	Oct. 31, 2015	Oct. 31, 2015	Jul. 31, 2016	Jul. 31, 2016
Fair Value	$ (16,686)	$ (15,462)		$ (86)		$ (523)		$ (615)

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Risk Management and Use of Derivative Financial Instruments (Details 4) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Amount of Gain (Loss) Recognized in Income on Derivatives
Derivative Instruments, Gain (Loss) Recognized in Income, Net	$ 537	$ 0	$ 0
Interest rate swap
Amount of Gain (Loss) Recognized in Income on Derivatives
Derivative Instruments, Gain (Loss) Recognized in Income, Net	429	0	0
Stock warrants
Amount of Gain (Loss) Recognized in Income on Derivatives
Derivative Instruments, Gain (Loss) Recognized in Income, Net	$ 108	$ 0	$ 0

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Schedule III - Real Estate and Accumulated Depreciation (Narratives) (Details) (USD $) In Billions, unless otherwise specified	Dec. 31, 2012
Schedule III - Real Estate and Accumualated Depreciation
Real estate tax basis	$ 2.6

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Selected Quarterly Financial Data (Unaudited) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Quarterly Disclosures
Revenues	$ 168,058	$ 70,377	$ 67,182	$ 68,378	$ 60,971	$ 75,913	$ 115,735	$ 75,165	$ 373,995	$ 327,784	$ 260,645
Expenses	123,615	85,889	59,005	56,693	50,218	51,626	52,283	48,346	325,202	202,473	169,029
Net Income	17,654	2,226	31,230	11,669	9,204	25,258	81,060	23,616	62,779	139,138	74,951
Net (income) loss attributable to non controlling interest	(1,990)	325	480	578	569	581	384	330	(607)	1,864	314
Less: Net income attributable to redeemable noncontrolling interests	(187)	37	67	43	(682)	(637)	(1)	(603)
Net income attributable to W. P. Carey	15,477	2,588	31,777	12,290	9,091	25,202	81,443	23,343	62,132	139,079	73,972
Earnings per share attributable to W.P. Carey shareholders-
Basic	$ 0.22	$ 0.06	$ 0.78	$ 0.30	$ 0.22	$ 0.62	$ 2.02	$ 0.58	$ 1.30	$ 3.44	$ 1.86
Diluted	$ 0.22	$ 0.06	$ 0.77	$ 0.30	$ 0.22	$ 0.62	$ 1.99	$ 0.58	$ 1.28	$ 3.42	$ 1.86
Per shares distributions declared	$ 0.660	$ 0.650	$ 0.567	$ 0.565	$ 0.563	$ 0.560	$ 0.550	$ 0.512	$ 2.44	$ 2.19	$ 2.03
Incentive termination and subordinated disposition revenue									$ 0	$ 52,515	$ 0

XML

Document and Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Jan. 31, 2013	Jun. 30, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	W. P. Carey Inc.
Entity Central Index Key	0001025378
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		68,488,740
Entity Public Float			$ 1.3

XML

Risk Management and Use of Derivative Financial Instruments

12 Months Ended

Dec. 31, 2012

Risk Management and Use of Derivative Financial Instruments

Risk Management and Use of Derivative Financial Instruments

Note10.Risk Management and Use of Derivative Financial Instruments

In the normal course of our ongoing business operations, we encounter economic risk. There are three main components of economic risk that impact us: interest rate risk, credit risk and market risk. We are primarily subject to interest rate risk on our interest-bearing liabilities. Credit risk is the risk of default on our operations and our tenants' inability or unwillingness to make contractually required payments. Market risk includes changes in the value of our properties and related loans, as well as changes in the value of our other securities and the shares we hold in the Managed REITs due to changes in interest rates or other market factors. In addition, we own investments in the European Union and are subject to the risks associated with changing foreign currency exchange rates.

Use of Derivative Financial Instruments

When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates and foreign currency exchange rate movements. We have not entered, and do not plan to enter into, financial instruments for trading or speculative purposes. The primary risks related to our use of derivative instruments are that a counterparty to a hedging arrangement could default on its obligation or that the credit quality of the counterparty may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction. While we seek to mitigate these risks by entering into hedging arrangements with counterparties that are large financial institutions that we deem to be creditworthy, it is possible that our hedging transactions, which are intended to limit losses, could adversely affect our earnings. Furthermore, if we terminate a hedging arrangement, we may be obligated to pay certain costs, such as transaction or breakage fees. We have established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities.

We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative designated and qualified as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings.

The following table sets forth certain information regarding our derivative instruments (in thousands):

Derivatives Designated		Asset Derivatives Fair Value at				Liability Derivatives Fair Value at
as Hedging Instruments	Balance Sheet Location	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Foreign currency contracts	Other assets, net	$	-	$	-	$	-	$	-
Interest rate cap	Other assets, net		25		-		-		-
Foreign currency contracts	Accounts payable, accrued
	expenses and other liabilities		-		-		(2,067)		-
Interest rate swaps	Accounts payable, accrued		-		-		(5,825)		(4,175)
	expenses and other liabilities
Derivatives Not Designated
as Hedging Instruments
Stock warrants (a)	Other assets, net		1,720		-		-		-
Interest rate swaps (a)	Accounts payable, accrued
	expenses and other liabilities		-		-		(16,686)		-
Total derivatives		$	1,745	$	-	$	(24,578)	$	(4,175)

__________

• As described below, we acquired theseinstruments from CPA®:15 in the Merger.

The following table presents the impact of derivative instruments on the consolidated financial statements (in thousands):

	Amount of Gain (Loss) Recognized in
	Other Comprehensive Income on Derivatives (Effective Portion)
	Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2012		2011		2010
Interest rate swaps	$	(1,059)	$	(3,564)	$	(45)
Interest rate cap		277		-		-
Foreign currency contracts		(1,480)		-		-
Total	$	(2,262)	$	(3,564)	$	(45)

	Amount of Gain (Loss) Reclassified from Other Comprehensive Income
	into Income (Effective Portion)
	Years Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2012		2011		2010
Interest rate swaps	$	(1,442)	$	-	$	-
Foreign currency contracts		(186)
Total	$	(1,628)	$	-	$	-

		Amount of Gain (Loss) Recognized in
		Income on Derivatives
	Location of Gain (Loss)	Years Ended December 31,
Derivatives Not in Cash Flow Hedging Relationships	Recognized in Income	2012		2011		2010
Interest rate swaps	Other income and (expenses)	$	429	$	-	$	-
Stock warrants	Other income and (expenses)		108		-		-
Total		$	537	$	-	$	-

__________

• Relates to the ineffective portion of the hedging relationship on contracts acquired from CPA®:15 in the Merger

See below for information on our purposes for entering into derivative instrumentsand for information on derivative instruments owned by unconsolidated entities, which are excluded from the tables above.

Interest Rate Swaps and Caps

We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we attempt to obtain mortgage financing on a long-term, fixed-rate basis. However, from time to time, we or our investment partners may obtain variable-rate non-recourse mortgage loans and, as a result, may enter into interest rate swap agreements or interest rate cap agreements with counterparties. Interest rate swaps, which effectively convert the variable-rate debt service obligations of the loan to a fixed rate, are agreements in which one party exchanges a stream of interest payments for a counterparty's stream of cash flow over a specific period. The notional, or face, amount on which the swaps are based is not exchanged. Interest rate caps limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. Our objective in using these derivatives is to limit our exposure to interest rate movements.

The interest rate swaps that we had outstanding on our consolidated subsidiaries at December 31, 2012were designated as cash flow hedges and are summarized as follows (currency in thousands):

		Notional		Effective	Effective	Expiration	Fair Value at
Description	Type	Amount		Interest Rate	Date	Date	December 31, 2012 (a)
3-Month Euro Interbank Offering Rate (“Euribor”)	Interest rate cap	€	69,457	2.0%	12/2012	12/2014	$	25
3-Month Euribor	“Pay-fixed” swap	€	6,286	4.2%	3/2008	3/2018		(1,392)
1-Month LIBOR	“Pay-fixed” swap	$	33,631	3.0%	7/2010	7/2020		(3,624)
1-Month LIBOR	“Pay-fixed” swap	$	25,714	3.9%	8/2012	8/2022		(403)
1-Month LIBOR	“Pay-fixed” swap	$	6,905	4.4%	6/2012	3/2022		(122)
1-Month LIBOR	“Pay-fixed” swap	$	4,414	3.0%	4/2010	4/2015		(247)
1-Month LIBOR	“Pay-fixed” swap	$	3,500	3.7%	12/2012	2/2019		(37)
							$	(5,800)

__________

• Amounts are based on the applicable exchange rate of the euro at December 31, 2012.

		Notional		Effective	Effective	Expiration	Fair Value at
Description (a) (c)	Type	Amount		Interest Rate	Date	Date	December 31, 2012 (b)
3-Month Euribor	“Pay-fixed” swap	€	100,000	3.7%	7/2006	7/2016	$	(15,462)
3-Month Euribor	“Pay-fixed” swap	€	15,970	0.9%	4/2012	7/2013		(86)
3-Month Euribor	“Pay-fixed” swap	€	6,975	4.4%	4/2008	10/2015		(523)
3-Month Euribor	“Pay-fixed” swap	€	5,479	4.3%	4/2007	7/2016		(615)
							$	(16,686)

__________

• These interest rate swaps were acquired from CPA®:15 in the Merger. They do not qualify for hedge accounting; however, they do protect against fluctuations in interest rates related to the variable-rate debt we acquired in the Merger.
• Amounts are based on the applicable exchange rate of the euro at December 31, 2012.
• Notional and fair value amounts include, on a combined basis, portions attributable to noncontrolling interests totaling $33.7 million and $(4.2) million, respectively.

The interest rate caps that our unconsolidated jointly-owned investments had outstanding at December 31, 2012 were designated as cash flow hedges and are summarized as follows (currency in thousands):

	Ownership
	Interest at		Notional				Effective	Expiration	Fair Value at
Description	December 31, 2012	Type	Amount		Cap Rate	Spread	Date	Date	December 31, 2012
3-Month LIBOR (a)	17.8%	Interest rate cap	$	119,185	4.0%	4.8%	8/2009	8/2014	$	1
1-Month LIBOR (b)	79.0%	Interest rate cap		17,275	3.0%	4.0%	9/2009	4/2014		-
									$	1

__________

• The applicable interest rate of the related loan was 2.9% atDecember 31, 2012; therefore, the interest rate cap was not being utilized at that date.
• The applicable interest rate of the related loan was 4.2% at December 31, 2012; therefore, the interest rate cap was not being utilized at that date. The fair value for this interest rate cap was less than $0.1million at December 31, 2012.

Foreign Currency Contracts

We are exposed to foreign currency exchange rate movements. We manage foreign currency exchange rate movements by generally placing both our debt obligation to the lender and the tenant's rental obligation to us in the same currency. This reduces our overall exposure to the actual equity that we have invested and the equity portion of our cash flow. However, we are subject to foreign currency exchange rate movements to the extent of the difference in the timing and amount of the rental obligation and the debt service. We may also face challenges with repatriating cash from our foreign investments. We may encounter instances where it is difficult to repatriate cash because of jurisdictional restrictions or because repatriating cash may result in current or future tax liabilities. Realized and unrealized gains and losses recognized in earnings related to foreign currency transactions are included in Other income and (expenses) in the consolidated financial statements.

In order to hedge certain of our foreign currency cash flow exposures, we enter into foreign currency forward contracts. A foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. By entering into forward contracts, we are locked into a future currency exchange rate for the term of the contract. These instruments guarantee that the exchange rate will not fluctuate beyond the range of the options' strike prices.

The following table presents the foreign currency derivative contracts we had outstanding at December 31, 2012whichwere designated as cash flow hedges (currency in thousands, except strike price):

	Notional		Strike		Effective	Expiration	Fair Value at
Type	Amount		Price		Date	Date	December 31, 2012 (a)
Foreign currency forward contracts	€	50,648	$	1.27 - 1.30	5/2012	3/2013 - 6/2017	$	(2,051)
Foreign currency forward contracts	€	8,700	$	1.34 - 1.35	12/2012	9/2017 - 3/2018		(16)
							$	(2,067)

__________

• Amounts are based on the applicable exchange rate of the euro at December 31, 2012.

Stock Warrants

In connection with the Merger, we acquired warrants from CPA®:15, which were granted by Hellwegto CPA®:15 in connection with structuring the initial lease transaction, for a total cost of $1.6 million, which was the fair value of the warrants on the date of acquisition. These warrants give us participation rights to any distributions made by Hellweg2. In addition, we are entitled to a cash distribution that equals a certain percentage of the liquidity event price of Hellweg2, should a liquidity event occur. Because these warrants are readily convertible to cash and provide for net cash settlement upon conversion, we account for them as derivative instruments.At December 31, 2012, these warrants had a fair value of $1.7 million.

Other

Amounts reported in Other comprehensive income related to interest rate swaps will be reclassified to interest expense as interest payments are made on our variable-rate debt. Amounts reported in Other comprehensive income related to foreign currency contracts will be reclassified to Other income and (expenses) when the hedged foreign currency proceeds from foreign operations are repatriated to the U.S. At December 31, 2012, we estimate that an additional $1.9 million will be reclassified as interest expense during the next 12 months related to our interest rate swaps.

We measure our credit exposure on a counterparty basis as the net positive aggregate estimated fair value of our derivatives, net of collateral received, if any. No collateral was received as of December 31, 2012. At December 31, 2012, our total credit exposure and the maximum exposure to any single counterparty was less than $0.1 million, inclusive of noncontrolling interest.

Some of the agreements we have with our derivative counterparties contain certain credit contingent provisions that could result in a declaration of default against us regarding our derivative obligations if we either default or are capable of being declared in default on certain of our indebtedness. At December 31, 2012, we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives that were in a net liability position was $25.7 million, which included accrued interest but excluded any adjustment for nonperformance risk. If we had breached any of these provisions at December 31, 2012, we could have been required to settle our obligations under these agreements at their aggregate termination value of $27.3million.

Portfolio Concentration Risk

Concentrations of credit risk arise when a group of tenants is engaged in similar business activities or is subject to similar economic risks or conditions that could cause them to default on their lease obligations to us. We regularly monitor our portfolio to assess potential concentrations of credit risk. While we believe our portfolio is reasonably well diversified, it does contain concentrations in excess of 10%, based on the percentage of our annualized contractual minimum base rent for the fourth quarter of 2012, in certain areas, as shown in the table below. The percentages in the table below represent our directly-owned real estate properties and do not include our pro rata share of equity investments.

		December 31, 2012
Region:
California		10%
Other U.S.		62%
	Total U.S	72%
	Total Europe	28%
	Total	100%
Asset Type:
Office		29%
Industrial		19%
Warehouse/Distribution		15%
Retail		14%
Self storage		10%
All others		13%
	Total	100%
Tenant Industry:
Retail		20%
All other		80%
		100%

Except for our investment in CPA®:16 – Global, there were no significant concentrations, individually or in the aggregate, related to our unconsolidated jointly-owned investments. At December 31, 2012, we owned approximately 18.3% of CPA®:16 – Global, which had total assets at that date of approximately $3.4 billion consisting of a portfolio comprised of two hotel propertiesand full or partial ownership interests in 498 properties substantially all of which were triple-net leased to 144 tenants, and has certain concentrations within its portfolio, which are outlined in its periodic filings.

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Intangible assets and Goodwill (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Amortizable Intangible Assets
Less: accumulated amortization	$ (75,782)	$ (57,425)
Net amortizable intangible assets	643,651
Unamortizable Goodwill and Indefinite-Lived Intangible Assets
Goodwill	329,132	63,607	63,607	63,607
Trade name	3,975	3,975
Indefinite lived intangible assets net, including goodwill	1,066,495	125,957
Intangible Liabilities Net
Amortized and unamortizable intangible liabilities gross	(109,778)	(6,455)
Less: accumulated depreciation	3,330	1,482
Net intangible liabilities	(106,448)	(4,973)
Below-market rent
Intangible Liabilities Net
Amortized and unamortizable intangible liabilities gross	(86,171)	(6,455)
Less: accumulated depreciation	3,227	1,482
Net intangible liabilities	(82,944)	(4,973)
Below-market purchase option
Intangible Liabilities Net
Amortized and unamortizable intangible liabilities gross	(16,711)
Net intangible liabilities	(16,711)
Above-market ground lease
Intangible Liabilities Net
Amortized and unamortizable intangible liabilities gross	(6,896)
Less: accumulated depreciation	103
Net intangible liabilities	(6,793)
Tenant Lease
Amortizable Intangible Assets
Finite lived intangible assets gross	776,405	83,035
Less: accumulated amortization	(44,499)	(27,253)
Net amortizable intangible assets	731,906	55,782
Management contracts
Amortizable Intangible Assets
Finite lived intangible assets gross	32,765	32,765
Less: accumulated amortization	(31,283)	(30,172)
Net amortizable intangible assets	1,482	2,593
In-place lease | Tenant Lease
Amortizable Intangible Assets
Finite lived intangible assets gross	474,629	62,162
Less: accumulated amortization	(27,351)	(17,585)
Net amortizable intangible assets	447,278	44,577
Above-market rent | Tenant Lease
Amortizable Intangible Assets
Finite lived intangible assets gross	293,627	9,905
Less: accumulated amortization	(13,742)	(5,082)
Net amortizable intangible assets	279,885	4,823
Tenant relationship | Tenant Lease
Amortizable Intangible Assets
Finite lived intangible assets gross	8,149	10,968
Less: accumulated amortization	(3,406)	(4,586)
Net amortizable intangible assets	$ 4,743	$ 6,382

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Risk Management and Use of Derivative Financial Instruments (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Amount of Gain (Loss) Reclassified from Other Comprehensive Income into Income (Effective Portion)
Amount of Gain (Loss) Reclassified from Other Comprehensive Income into Income (Effective Portion)	$ (1,628)	$ 0	$ 0
Interest rate swap
Amount of Gain (Loss) Reclassified from Other Comprehensive Income into Income (Effective Portion)
Amount of Gain (Loss) Reclassified from Other Comprehensive Income into Income (Effective Portion)	(1,442)	0	0
Foreign currency contracts
Amount of Gain (Loss) Reclassified from Other Comprehensive Income into Income (Effective Portion)
Amount of Gain (Loss) Reclassified from Other Comprehensive Income into Income (Effective Portion)	$ (186)

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Consolidated Statements of Income (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Lease revenues:
Rental income	$ 108,707	$ 52,360	$ 41,940
Interest income from direct financing leases	15,796	10,278	9,542
Total lease revenues	124,503	62,638	51,482
Asset management revenue from affiliates	56,666	66,808	76,246
Structuring revenue from affiliates	48,355	46,831	44,525
Incentive, termination and subordinated disposition revenue from affiliates	0	52,515	0
Wholesaling revenue	19,914	11,664	11,096
Reimbursed costs from affiliates	98,245	64,829	60,023
Other real estate income	26,312	22,499	17,273
Revenues, Total	373,995	327,784	260,645
Operating Expenses
General and administrative	(144,809)	(93,733)	(73,427)
Reimbursable costs	(98,245)	(64,829)	(60,023)
Depreciation and amortization	(48,790)	(24,347)	(18,309)
Property expenses	(13,041)	(10,145)	(8,009)
Other real estate expenses	(9,850)	(10,784)	(8,121)
Impairment charge	(10,467)	1,365	(1,140)
Operating Expenses, Total	(325,202)	(202,473)	(169,029)
Other Income and Expenses
Other interest income	1,396	2,001	1,269
Income from equity investments in real estate and Managed REITs	62,392	51,228	30,992
Gain on change in control of interests	20,744	27,859	781
Other income and (expenses)	3,402	4,578	627
Interest expense	(50,573)	(21,770)	(15,636)
Other Income and Expenses, Total	37,361	63,896	18,033
Income from continuing operations before income taxes	86,154	189,207	109,649
Provision for income taxes	(6,783)	(37,214)	(25,814)
Income from continuing operations	79,371	151,993	83,835
Discontinued Operations
Income from operations of discontinued properties, net of tax	922	1,366	4,897
Gain on deconsolidation of a subsidiary		1,008
(Loss) gain on sales of real estate	(5,019)	(3,391)	460
Impairment charges	(12,495)	(11,838)	(14,241)
Loss from discontinued operations, net of tax	(16,592)	(12,855)	(8,884)
Net income	62,779	139,138	74,951
Net (income) loss attributable to non controlling interest	(607)	1,864	314
Less: Net income attributable to redeemable noncontrolling interest	(40)	(1,923)	(1,293)
Net income attributable to W. P. Carey	62,132	139,079	73,972
Basic Earnings Per Share
Income from continuing operations attributable to W. P. Carey	$ 1.65	$ 3.76	$ 2.08
Loss from discontinued operations attributable to W. P. Carey	$ (0.35)	$ (0.32)	$ (0.22)
Net income attributable to W. P. Carey	$ 1.30	$ 3.44	$ 1.86
Diluted Earnings Per Share
Income from continuing operations attributable to W. P. Carey	$ 1.62	$ 3.74	$ 2.08
Loss from discontinued operations attributable to W. P. Carey	$ (0.34)	$ (0.32)	$ (0.22)
Net income attributable to W. P. Carey	$ 1.28	$ 3.42	$ 1.86
Weighted Average Shares Outstanding
Basic	47,389,460	39,819,475	39,514,746
Diluted	48,078,474	40,098,095	40,007,894
Amounts Attributable to W. P. Carey
Income from continuing operations, net of tax	78,724	151,934	82,856
Loss from discontinued operations, net of tax	(16,592)	(12,855)	(8,884)
Net income	$ 62,132	$ 139,079	$ 73,972

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Agreements and Transactions with Related Parties

12 Months Ended

Dec. 31, 2012

Agreements and Transactions with Related Parties

Agreements and Transactions with Related Parties

Note4.Agreements and Transactions with Related Parties

Advisory Agreements with the Managed REITs

Our predecessor had advisory agreements with each of the Managed REITs pursuant to which it earned certain fees and/or was entitled to receive cash distributions. In connection with the Merger, we entered into amended and restated advisory agreements with each of the CPA® REITs with economic terms similar to the prior agreements, which are outlined in the Annual Report on Form 10-K for the year ended December31, 2011 as filed by our predecessor with the SEC on February 29, 2012.The amendments, which became effective as of October 1, 2012, provide for the allocation of expenses on the basis of revenues of each of the CPA® REITs rather than an allocation of time charges incurred by our personnel for each of the CPA® REITs. The CPA® REIT advisory agreements are scheduled to expire on September 30, 2013 unless otherwise renewed pursuant to their terms. The CWI advisory agreement, which was scheduled to expire on September 30, 2012, was renewed for an additional year pursuant to its terms, effective as of October1, 2012. The following table presents a summary of revenue earned and/or cash received from the Managed REITs in connection with providing services as the advisor to the Managed REITs (in thousands):

	Years Ended December 31,
	2012		2011		2010
Asset management revenue	$	56,666	$	66,808	$	76,246
Structuring revenue		48,355		46,831		44,525
Incentive, termination and subordinated disposition revenue		-		52,515		-
Wholesaling revenue		19,914		11,664		11,096
Reimbursed costs from affiliates		98,245		64,829		60,023
Distributions of Available Cash		30,009		15,535		4,468
Deferred revenue earned		8,492		5,662		-
	$	261,681	$	263,844	$	196,358

	Years Ended December 31,
	2012		2011		2010
CPA®:14	$	-	$	59,605	$	23,387
CPA®:15		21,563		31,489		31,172
CPA®:16 – Global		50,825		40,555		28,478
CPA®:17 – Global		173,262		124,465		112,386
CWI		15,334		6,745		-
Other		697		985		935
	$	261,681	$	263,844	$	196,358

Asset Management Revenue

We earn asset management revenue from each Managed REIT, which is based on average invested assets and is calculated according to the advisory agreement for each Managed REIT. For CPA®:16 – Global prior to the CPA®:14/16 Merger and for CPA®:15 prior to the Merger, this revenue generally totaled 1% per annum, with a portion of this revenue, or 0.5%, contingent upon the achievement of specific performance criteria. For CPA®:16 – Global subsequent to the CPA®:14/16 Merger, we earn asset management revenue of 0.5% of average invested assets. For CPA®:17 – Global, we earn asset management revenue ranging from 0.5% of average market value for long-term net leases and certain other types of real estate investments up to 1.75% of average equity value for certain types of securities. For CWI, we earn asset management revenue of 0.5% of the average market value of lodging-related investments. We do not earn performance revenue from CPA®:17 – Global, CWI and, subsequent to the CPA®:14/16 Merger, from CPA®:16 – Global, but we receive up to 10% of distributions of Available Cash from their operating partnerships.

Under the terms of the advisory agreements, we may elect to receive cash or shares of stock for asset management revenue due from each Managed REIT. In 2012,we elected to receive all asset management revenue from CPA®:15 prior to the Merger in cash, while for CPA®:16 – Global, we elected to receive 50% of asset management revenue in its shares with the remaining 50% payable in cash. For CPA®:17 – Global and CWI, we elected to receive asset management revenue in their shares. For 2011, we elected to receive all asset management revenue in cash, with the exception of CPA®:17 – Global's asset management fee, which we elected to receive in its shares. For 2011, we also elected to receive performance revenue, prior to the CPA®:14/16 Merger, from CPA®:16 – Global in shares of its common stock, while for CPA®:14 prior to CPA®:14/16 Merger, and for CPA®:15 we elected to receive 80% of all performance revenue in shares of their common stock, with the remaining 20% payable in cash. We also elected to receive asset management revenue from CPA®:16 – Global in 2011 in shares of its common stock after the CPA®:14/16 Merger. For CWI, we elected to receive all asset management revenue in cash for 2011.

Reimbursed Costs from Affiliates and Wholesaling Revenue

The Managed REITs reimburse us for certain costs, primarily broker/dealer commissions paid on behalf of the Managed REITs and marketing and personnel costs. Pursuant to the amended and restated advisory agreements, expenses are now allocated based on the revenues of each of the CPA® REITs rather than an allocation of time charges incurred by our personnel for each of the CPA® REITs. In addition, we earn a selling commission of up to $0.65 per share sold and a dealer manager fee of up to $0.35 per share sold from CPA®:17 – Global. We also receive a selling commission of up to $0.70 per share sold and a dealer manager fee of up to $0.30 per share sold from CWI. We re-allow all or a portion of the dealer manager fees to selected dealers in the offerings. Dealer manager fees that are not re-allowed are classified as wholesaling revenue. Additionally, we earned a wholesaling fee of $0.15 per share sold in connection with CPA®:17 – Global's initial public offering through April 7, 2011. We did not earn a wholesaling fee in connection with CPA®:17 – Global's follow-on offering, which commenced on April 7, 2011.

Pursuant to its advisory agreement, upon reaching the minimum offering amount of $10.0 million on March 3, 2011, CWI became obligated to reimburse us for all organization costs and a portion of offering costs incurred in connection with its offering, up to a maximum amount (excluding selling commissions and the dealer manager fee) of 2% of the gross proceeds of its offering and distribution reinvestment plan. Through December 31, 2012, we have incurred organization and offering costs on behalf of CWI of approximately $7.4 million. However, at December 31, 2012,CWI was only obligated to reimburse us $3.1 million of these costs because of the 2% limitation described above, and $2.7 million had been reimbursed as of that date.

Incentive, Termination and Subordinated Disposition Revenue

We earn revenue related to the disposition of properties by the Managed REITs, subject to subordination provisions, which will only be recognized as the relevant conditions are met. Such revenue may include subordinated disposition revenue of no more than 3% of the value of any assets sold, payable only after stockholders have received back their initial investment plus a specified preferred return, and subordinated incentive revenue of 15% of the net cash proceeds distributable to stockholders from the disposition of properties, after recoupment by stockholders of their initial investment plus a specified preferred return. We may also, in connection with the termination of the advisory agreements for the Managed REITs, be entitled to a termination payment based on the amount by which the fair value of a Managed REITs' properties, less indebtedness, exceeds investors' capital plus a specified preferred return.

We waived any acquisition fees payable by CPA®:16 – Global under its advisory agreement with us in respect of the properties it acquired in the CPA®:14/16 Merger and also waived any disposition fees that may subsequently be payable by CPA®:16 – Global upon a sale of such assets. As the advisor to CPA®:14, we earned acquisition fees related to those properties when they were acquired by CPA®:14 and disposition fees on those properties to CPA®:16 – Global by CPA®:14 in the CPA®:14/16 Merger and, as a result, we and CPA®:16 – Global agreed that we should not receive fees upon the acquisition or disposition of the same properties by CPA®:16 – Global.

In connection with providing a liquidity event for CPA®:14 stockholders during the second quarter of 2011 with the completion of the CPA®:14/16 Merger, we earned termination revenue of $31.2 million and subordinated disposition revenue of $21.3 million, which we elected to receive in shares of CPA®:14 and cash, respectively. In connection with the Merger with CPA®:15, we waived the subordinated disposition and termination fees we would have been entitled to receive from CPA®:15 upon its liquidation pursuant to the terms of our advisory agreement with CPA®:15. There was no gain or loss recognized in connection with waiving these subordinated disposition and termination fees.

Structuring Revenue

Under the terms of the advisory agreements, we earn revenue in connection with structuring and negotiating investments and related financing for the Managed REITs, which we call acquisition revenue. We may receive acquisition revenue of up to an average of 4.5% of the total cost of all investments made by each CPA®REIT. Historically, a portion of this revenue (generally 2.5%) was paid when the transaction was completed, while the remainder (generally 2%) was payable in annual installments ranging from three to eight years, provided the relevant CPA®REIT met its performance criterion. For certain types of non-long term net lease investments acquired on behalf of CPA®:17 – Global, initial acquisition revenue may range from 0% to 1.75% of the equity invested plus the related acquisition revenue, with no deferred acquisition revenue being earned. For CWI, we earn initial acquisition revenue of 2.5% of the total investment cost of the properties acquired and loans originated by us not to exceed 6% of the aggregate contract purchase price of all investments and loans with no deferred acquisition revenue being earned. We may also be entitled, subject to the Managed REIT board approval, to fees for structuring loan refinancing of up to 1% of the principal amount. This loan refinancing revenue, together with the acquisition revenue, is referred to as structuring revenue.

Unpaid transaction fees, including accrued interest, are included in Due from affiliates in the consolidated financial statements. Unpaid transaction fees bear interest at annual rates ranging from 5% to 7%. The following tables present the amount of unpaid transaction fees and interest earned on these fees (in thousands):

			December 31,
			2012		2011
Unpaid deferred acquisition fees			$	28,654	$	29,410
	Years Ended December 31,
	2012		2011		2010
Interest earned on unpaid deferred acquisition fees	$	1,064	$	1,332	$	1,136

Distributions of Available Cash and Deferred Revenue Earned

We receive distributions of our proportionate share of earnings up to 10% of available cash from CPA®:17 – Global, CWI, and after the UPREIT reorganization, CPA®:16 – Global, as defined in the respective advisory agreements, from their operating partnerships. As discussed under “CPA®:16 – Global UPREIT Reorganization” below, we acquired the Special Member Interest in CPA®:16 – Global's operating partnership for $0.3 million during the second quarter of 2011. We initially recorded the Special Member Interest at its fair value of $28.3 million, which is net of approximately $6.0 million related to our ownership interest in CPA®:16 – Global that was eliminated in our consolidated financial statement, to be amortized into earnings over the expected period of performance. Cash distributions of our proportionate share of earnings from the CPA®:16 – Global and CPA®:17 – Global operating partnerships as well as deferred revenue earned from our Special Member Interest in CPA®:16 – Global's operating partnership are recorded as Income from equity investments in real estate and the Managed REITs within the Investment Management segment. We have not yet earned or received any distributions of our proportionate share of earnings from CWI's operating partnership because CWI has not yet generated Available Cash.

Other Transactions with Affiliates

Transactions with Estate of Wm. Polk Carey

Voting Agreement

In July 2012, we entered into a voting agreement (the “Voting Agreement”) with the Estate of Wm. Polk Carey, our Chairman and founder who passed away on January 2, 2012, pursuant to which the Estate and W. P. Carey & Co., Inc., a wholly-owned corporation of the Estate, had agreed, among other things, to vote their share of our predecessor's common stock (the “Listed Shares”) at the special meeting of W. P. Carey & Co. LLC's shareholders regarding the REIT Reorganization and Merger in favor of those transactions. The REIT Reorganization and Merger were approved by those shareholders on September 13, 2012 and the transactions closed on September 28, 2012.

Share Purchase Agreement

Concurrently with the execution of the Voting Agreement, we entered into a Share Purchase Agreement with the Estate pursuant to which we agreed to purchase up to an aggregate amount of $85.0 million of our common stock — or, prior to the Merger, the Listed Shares of our predecessor — beneficially owned by the Estate in the following manner: (i)prior to the date of the dissemination of the Joint Proxy Statement / Prospectus of us and CPA®:15 regarding the registration of securities with the SEC on Form S-4 in connection with the REIT Conversion and the Merger (the “Joint Proxy Statement / Prospectus”), the Estate had a one-time option to sell up to an aggregate amount of $25.0 million of Listed Shares (the “First Sale Option”), which, as discussed below, was completed on August 2, 2012; (ii)at any time following the consummation of the Merger, but on or before December31, 2012, the Estate had a one-time option to sell up to an aggregate amount of $20.0 million of our common stock (the “Second Sale Option”), which, as discussed below, was completed on October 9, 2012; and (iii)at any time following January1, 2013, but on or before March31, 2013, the Estate has a one-time option to sell up to an aggregate amount of $40.0 million of our common stock (the “Third Sale Option,” and with the First Sale Option and Second Sale Option, each a “Sale Option”). In connection with the exercise of a Sale Option, we agreed to pay a per share purchase price equal to 96% of the volume-weighted-average price of one Listed Share of our predecessor, and/or one share of our common stock, as applicable, for the ten (10) business days immediately prior to the date of notification of exercise.

On July27, 2012, we received a notice from the Estate indicating its intention to fully exercise the First Sale Option, and as a result, on August2, 2012, we repurchased 561,418 Listed shares for $25.0 million from the Estate at a price of $44.53 per share. On October 1, 2012, we received a notice from the Estate indicating its intention to fully exercise the Second Sale Option, and, as a result, on October9, 2012, we repurchased an additional 410,964 shares of our common stock for $20.0 million from the Estate at a price of $48.67 per share. We used our Revolver (Note 12) to finance the repurchases pursuant to the First and Second Sale Options. We currently intend to borrow from our Revolver in order to finance the repurchase of our common stock pursuant to the remaining Third Sale Option if the Estate should decide to exercise it.

Because the Share Purchase Agreement contains put options that, if exercised, would obligate us to settle the transactions in cash, we account for the shares of our common stock owned by the Estate as redeemable securities in accordance with ASC 480 “Distinguishing Liabilities from Equity” and Accounting Series Release No. 268 (“ASR 268”) “Presentation in Financial Statements of Redeemable Preferred Stocks.” ASR 268 requires us to reclassify a portion of our permanent equity to redeemable equity in order to reflect the future cash obligations that could arise if the Estate were to exercise the put options requiring us to purchase its shares. When the Estate exercises a Sale Option, we will reclassify the amount from temporary equity to permanent equity, and reclassify the amount from Additional paid-in capital stock to Treasury stock. Accordingly, on the date of the execution of the Share Repurchase Agreement, we reclassified $85.0 million from Additional paid-in capital to Redeemable securities – related party, which represents the maximum amount that we would be required to pay should the Estate exercise all its Sale Options. Additionally, on August2, 2012 and October 9, 2012, when we purchased our common stock in connection with the Estate's exercise of the First and Second Sale Options, respectively, we reclassified $45.0 million from Redeemable securities – related party to Additional paid-in capital and reclassified the shares from Additional paid-in capital to Treasury stock.

The following table presents a reconciliation of our Redeemable securities – related party (in thousands):

	Year Ended
	December 31, 2012
Balance - beginning of year	$	-
Reclassification from permanent equity to temporary equity		85,000
Redemptions of securities		(45,000)
Balance - end of year	$	40,000

Registration Rights Agreement

Concurrently with the execution of the Voting Agreement and the Share Purchase Agreement, we and the Estate Shareholders entered into a Registration Rights Agreement (the “Registration Rights Agreement”).

The Registration Rights Agreement provides the Estate with, at any time following the consummation of the REIT Reorganization, but on or before the third anniversary thereof, subject to certain exceptions and limitations, three demand rights (the “Demand Registration Rights”) for the registration via an underwritten public offering of, in each instance, between a minimum of (i)(a) $50.0 million with respect to one Demand Registration Right, and (b) $75.0 million with respect to two Demand Registration Rights, and a maximum of (ii) $250.0 million, worth of shares of our common stock received in the REIT Conversion in exchange for the Listed Shares of our predecessor that were owned by the Estate as of the date of the Registration Rights Agreement.

Additionally, the Registration Rights Agreement provides the Estate Shareholders with, subject to certain exceptions and limitations, unlimited “piggyback” registration rights (the “Piggyback Registration Rights,” and together with the Demand Registration Rights, the “Estate Shareholders' Registration Rights”) pertaining to the shares of our common stock received in the REIT conversion in exchange for the Listed Shares of our predecessor that were owned by the Estate as of the date of the Registration Rights Agreement.

The Estate Shareholders' Registration Rights are subject to customary lock-up and cutback provisions, and the Registration Rights Agreement contains customary indemnification provisions. We have agreed to bear the expenses incurred in connection with the filing of any registration statements attributable to the exercise of the Estate's Registration Rights, other than any (i) underwriting fees, discounts and sales commissions, (ii) fees, expense and disbursements of legal counsel of the Estate, and (iii) transfer taxes, in each case relating to the sale or disposition by the Estate of shares of our common stock pursuant to the Registration Rights Agreement.

We account for our obligations under the Registration Rights Agreement in accordance with ASC 450 “Contingencies,” which requires us to record a liability if the contingent loss is probable and the amount can be estimated. At December 31, 2012, we have not recorded a liability pertaining to our obligations under the Registration Rights Agreement because the amount cannot be reasonably estimated at this time and is not deemed probable.

CPA®:14/16 Merger

On May 2, 2011, CPA®:14 merged with and into a subsidiary of CPA®:16 – Global. In connection with the CPA®:14/16 Merger, on May 2, 2011, we purchased the remaining interests in three jointly-owned investments from CPA®:14, in which we already had a partial ownership interest, for an aggregate purchase price of $31.8 million, plus the assumption of $87.6 million of indebtedness.

In the CPA®:14/16 Merger, CPA®:14 shareholders were entitled to receive $11.50 per share, which was equal to the estimated NAV of CPA®:14 as of September 30, 2010. For each share of CPA®:14 stock owned, each CPA®:14 shareholder received a $1.00 per share special cash dividend and a choice of either (i) $10.50 in cash or (ii) 1.1932 shares of CPA®:16 – Global. The merger consideration of $954.5 million was paid by CPA®:16 – Global, including payment of $444.0 million to liquidating shareholders and issuing 57,365,145 shares of common stock with a fair value of $510.5 million on the date of closing to shareholders of CPA®:14 in exchange for 48,076,723 shares of CPA®:14 common stock. The $1.00 per share special cash distribution, totaling $90.4 million in the aggregate, was funded from the proceeds of the CPA®:14 Asset Sales. In connection with the CPA®:14/16 Merger, we agreed to purchase a sufficient number of shares of CPA®:16 – Global common stock from CPA®:16 – Global to enable it to pay the merger consideration if the cash on hand and available to CPA®:14 and CPA®:16 – Global, including the proceeds of the CPA®:14 Asset Sales and a new $320.0 million senior credit facility of CPA®:16 – Global, were not sufficient. Accordingly, we purchased 13,750,000 shares of CPA®:16 – Global on May 2, 2011 for $121.0 million, which we funded, along with other obligations, with cash on hand and $121.4 million drawn on our then-existing unsecured line of credit.

Upon consummation of the CPA®:14/16 Merger, we earned revenues of $31.2 million in connection with the termination of the advisory agreement with CPA®:14 and $21.3 million of subordinated disposition revenues. We elected to receive our termination revenue in 2,717,138 shares of CPA®:14, which were exchanged into 3,242,089 shares of CPA®:16 – Global in the CPA®:14/16 Merger. Upon closing of the CPA®:14/16 Merger, we received 13,260,091 shares of common stock of CPA®:16 – Global in respect of our shares of CPA®:14.

CAM waived any acquisition fees payable by CPA®:16 – Global under its advisory agreement with CAM in respect of the properties acquired in the CPA®:14/16 Merger and also waived any disposition fees that may subsequently be payable by CPA®:16 – Global upon a sale of such assets. As the advisor to CPA®:14, CAM earned acquisition fees related to those properties acquired by CPA®:14 and disposition fees on those properties upon the liquidation of CPA®:14 and, as a result, CAM and CPA®:16 – Global agreed that CAM should not receive fees upon the acquisition or disposition of the same properties by CPA®:16 – Global.

CPA®:16 – Global UPREIT Reorganization

Immediately following the CPA®:14/16 Merger on May 2, 2011, CPA®:16 – Global completed an internal reorganization whereby CPA®:16 – Global formed an UPREIT, which was approved by CPA®:16 – Global stockholders in connection with the CPA®:14/16 Merger (the “CPA®:16 – Global UPREIT Reorganization”). In connection with the formation of the UPREIT, CPA®:16 – Global contributed substantially all of its assets and liabilities to an operating partnership in exchange for a managing member interest and units of membership interest in the operating partnership, which together represent a 99.985% capital interest of the Managing Member. Through a subsidiary, we acquired a Special Member Interest of 0.015% in the operating partnership for $0.3 million, entitling us to receive certain profit allocations and distributions of cash.

As consideration for the Special Member Interest, we amended our advisory agreement with CPA®:16 – Global to give effect to this UPREIT reorganization and to reflect a revised fee structure whereby (i) our asset management fees are prospectively reduced to 0.5% from 1.0% of the asset value of a property under management, (ii) the former 15% subordinated incentive fee and termination fees have been eliminated and replaced by (iii) a 10% Special General Partner Available Cash Distribution and (iv) the 15% Final Distribution, each defined below. The sum of the new 0.5% asset management fee and the Available Cash Distribution is expected to be lower than the original 1.0% asset management fee; accordingly, the Available Cash Distribution is contractually limited to 0.5% of the value of CPA®:16 – Global's assets under management. However, the amount of after-tax cash we receive pursuant to this revised structure is anticipated to be greater than the amount we received under the previous arrangement. The fee structure related to initial acquisition fees, subordinated acquisition fees and subordinated disposition fees for CPA®:16 – Global remains unchanged.

As Special General Partner, we are entitled to 10% of the operating partnership's available cash (the “Available Cash Distribution”), which was defined as the operating partnership's cash generated from operations, excluding capital proceeds, as reduced by operating expenses and debt service, excluding prepayments and balloon payments. We may elect to receive our Available Cash Distribution in shares of CPA®:16 – Global's common stock. In the event of a capital transaction such as a sale, exchange, disposition or refinancing of CPA®:16 – Global's assets, we are also entitled to receive a Final Distribution equal to 15% of residual returns after giving effect to a 100% return of the Managing Member's invested capital plus a 6% priority return.

We initially recorded the Special Member Interest as an equity investment at its fair value of $28.3 million and an equal amount of deferred revenues (Note 7), which was net of approximately $6.0 million related to our ownership interest of approximately 17.5% in CPA®:16 – Global that was eliminated in our consolidated financial statements. We recognize the deferred revenue earned from our Special Member Interest in CPA®:16 – Global's operating partnership into earnings on a straight-line basis over the expected period of performance, which is currently estimated at three years based on the stated intended life of CPA®:16 – Global as described in its offering documents. The amount of deferred revenue recognized during the years ended December 31, 2012 and 2011 was $8.5 million and $5.7 million, respectively. The amount of deferred revenue recognized in 2012 and 2011 was net of $0.9 million and $0.6 million, respectively, in amortization associated with the basis differential generated by the Special Member Interest in CPA®:16 – Global's operating partnership and our underlying claim on the net assets of CPA®:16 – Global. We determined the fair value of the Special Member Interest based upon a discounted cash flow model, which included assumptions related to estimated future cash flows of CPA®:16 – Global and the estimated duration of the fee stream of three years. The equity investment is evaluated for impairment consistent with the policy described in Note 2. At December 31, 2012 and 2011, the unamortized balance of the deferred revenue was $12.6 million and $22.0 million, respectively.

Other

We own interests in entities ranging from 3% to 95%, as well as jointly-controlled tenancy-in-common interests in properties, with the remaining interests generally held by affiliates, and own common stock in each of the Managed REITs. We consolidate certain of these investments and account for the remainder under the equity method of accounting.

One of our directors and officers was the sole shareholder of Livho, a subsidiary that operates a hotel investment. We consolidated the accounts of Livho in our consolidated financial statements because it was a VIE and we were its primary beneficiary. In order to streamline Livho's corporate structure, in August 2012, the director and officer transferred his ownership interest in Livho for no consideration to one of our subsidiaries, Carey REIT II Inc. No gain or loss was recognized in this transaction. Immediately after the ownership transfer, we became the sole shareholder of Livho and we continue to consolidate the accounts of Livho.

Family members of one of our directors have an ownership interest in certain companies that own noncontrolling interests in one of our French majority-owned subsidiaries. These ownership interests are subject to substantially the same terms as all other ownership interests in the subsidiary companies.

A former employee owns a redeemable noncontrolling interest (Note14) in W.P. Carey International LLC (“WPCI”), a subsidiary company that structures net lease transactions on behalf of the CPA® REITs outside of the U.S., as well as certain related entities.

During February 2011, we loaned $90.0 million at an annual interest rate of 1.15% to CPA®:17 – Global, which was repaid on April8, 2011, its maturity date. During May 2011, we loaned $4.0 million at the 30-day LIBOR plus 2.5% to CWI which was repaid on June6, 2011. In addition, during September 2011, we loaned $2.0 million at LIBOR plus 0.9% to CWI, of which $1.0 million was repaid on September13, 2011 and the remaining $1.0 million was repaid on October6, 2011. In connection with these loans, we received interest income from CWI and CPA®:17 – Global totaling $0.2 million during the year ended December 31, 2011.

For related party transactions occurred subsequent to December 31, 2012, please see Note 20.

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Merger with CPA 15

12 Months Ended

Dec. 31, 2012

REIT Reorganization and Merger

REIT Reorganization and Merger

Note3.Merger with CPA®:15

Merger

On February17, 2012, our predecessor, W. P. Carey & Co. LLC, and CPA®:15 entered into a definitive agreement (the “Merger Agreement”) pursuant to which CPA®:15 would merge with and into W. P. Carey Inc. The Merger is part of a larger transformation that implements our overall business strategy of expanding real estate assets under ownership, substantially increases our scale and liquidity, and provides income contribution from owned properties while preserving our investment management business. On September 13, 2012, the shareholders of W. P. Carey & Co. LLC and the stockholders of CPA®:15 approved the Merger. On September28, 2012 (the “acquisition date”), CPA®:15 merged with and into W. P. Carey Inc, with CPA®:15 surviving as an indirect, wholly-owned subsidiary of W. P. Carey Inc. In the Merger, CPA®:15's stockholders received for each share of CPA®:15's common stock owned 0.2326 shares of W. P. Carey Inc. common stock, which equated to $11.40 per share of CPA®:15 common stockbased on the $49.00 per share closing price of W.P. Carey & Co. LLC's shares on the NYSE on that date, and $1.25 in cash for total consideration of $12.65 per share of CPA®:15. We paid total merger consideration of $1.5billion, including cash of$152.4million and the issuance of28,170,643 shares of our common stock with a fair value of $1.4billion on the acquisition date (the “Merger Consideration”) to the stockholders of CPA®:15 in exchange for 121,194,272 shares of CPA®:15 common stock that we did not previously own. In order to fund the cash portion of the Merger Consideration, we drew down the full amount of our existing $175.0 million Term Loan Facility (Note12). As a condition of the Merger, we waived the subordinated disposition and termination fees that we would have been entitled to receive from CPA®:15 upon its liquidation pursuant to the terms of our advisory agreement with CPA®:15(Note 4).

Immediately prior to the Merger, CPA®:15's portfolio was comprised of full or partial ownership interests in 305 properties, substantially all of which were triple-net leased to 76tenants, and totaled approximately 27 million square feet, with an occupancy rate of approximately 99%. In the Merger, we acquired these properties and their related leases with an average remaining life of 9.7years. In 2011, CPA®:15 recorded lease revenues of $242.2 million. We also assumed the related property debt comprised of 58 fixed-rate and 9 variable-rate non-recourse mortgage loans with a preliminary aggregate fair value of $1.2 billion and a weighted-average annual interest rate of 5.6%. During the period from January 1, 2012 through September28, 2012, we earned $19.0 million in fees from CPA®:15 and recognized $4.5 million in equity earnings based on our ownership of shares in CPA®:15 prior to the Merger.The lease revenues and income from operations contributed from the properties acquired from the date of the Merger through December 31, 2012 were $57.3million and $9.5 million (inclusive of $2.5 million attributable to noncontrolling interests), respectively.

We accounted for the Merger as a business combination under the acquisition method of accounting. After consideration of all applicable factors pursuant to the business combination accounting rules, we were considered the “accounting acquirer” due to various factors, including the fact that the shareholders of W. P. Carey & Co. LLC, our predecessor, held the largest portion of the voting rights in W. P. Carey Inc., upon completion of the Merger.Acquisition costs of $31.7millionrelated to the Merger have been expensed as incurred and classified within General and administrative expense in the consolidated statements of income for theyear ended December 31, 2012.

On September19, 2012, we acquired a 52.63% ownership interest in Marcourt Investments Inc. (“Marcourt”) from an unrelated third party. At that time, CPA®:15 held a 47.37% ownership interest in Marcourt. Marcourt owns 12 Marriott Courtyard hotels located throughout the U. S. that are leased to and operated by Marriott International, Inc. We obtained this investment in contemplation of the Merger and accounted for this step acquisition as part of the Merger. Accordingly, the assets acquired and liabilities assumed from Marcourtin this transaction are included in the table below.

The purchase price was allocated to the assets acquired and liabilities assumed, based upon their preliminary fair values. The fair values of the lease intangibles acquired were measured in a manner consistent with our purchase price allocation policy described in Note2. During the fourth quarter of 2012, we identified certain measurement period adjustments that impacted the provisional accounting, which increased the fair value of the identifiable real estate acquired and the non-controlling interests acquired by $5.6 million and $0.7 million, respectively, resulting in a $6.3 million reduction in goodwill. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in the acquisition, and the related measurement period adjustments, based on the current best estimate of management

		Initially Reported		Measurement		As Revised at
		at September 30, 2012		Period Adjustments		December 31, 2012
Total Consideration
	Fair value of W. P. Carey shares of common stock issued	$	1,380,362	$	-	$	1,380,362
	Cash consideration paid		152,356		-		152,356
Merger Consideration			1,532,718		-		1,532,718
	Fair value of our equity interest in CPA®:15 prior to the Merger		107,147		-		107,147
	Fair value of our equity interest in jointly-owned investments with CPA®:15 prior to the Merger		54,822		-		54,822
		$	1,694,687	$	-	$	1,694,687
Assets Acquired at Fair Value
	Net investment in properties	$	1,758,372	$	4,500	$	1,762,872
	Net investment in direct financing leases		315,789		-		315,789
	Equity investments in real estate		164,886		1,361		166,247
	Intangible assets (Note 8)		694,411		899		695,310
	Cash and cash equivalents		178,945		-		178,945
	Other assets		83,838		(2,088)		81,750
			3,196,241		4,672		3,200,913
Liabilities Assumed at Fair Value
	Non-recourse debt		(1,350,755)		-		(1,350,755)
	Accounts payable, accrued expenses and other liabilities (including below-market rent intangibles of $102,155)		(187,712)		917		(186,795)
	Prepaid and deferred rental income and security deposits
			(1,538,467)		917		(1,537,550)
Total identifiable net assets			1,657,774		5,589		1,663,363
Amounts attributable to noncontrolling interests			(238,038)		679		(237,359)
Goodwill			274,951		(6,268)		268,683
		$	1,694,687	$	-	$	1,694,687

Goodwill

Two items comprisea majority ofthe $268.7 million of goodwill recorded in the Merger. First, at the time we entered into the Merger Agreement, the market value of our stock was $45.07 per share. The increase in the market value of our stock of $3.93 per share from the date of the Merger Agreement to $49.00 per share on the transaction date gave rise to approximately $110.8 million of the goodwill recorded, based on the fixed amount of28,170,643 shares issued. Second, at the time we entered into the Merger Agreement, the consideration of 0.2326 shares of our common stock plus $1.25 in cash per common share of CPA®:15 represented a premium of approximately $1.33 per share over the September 30, 2011 estimated NAV of CPA®:15, which was $10.40. Management believes that the premium is supported by several factors of the combined entity, including the fact that (i)it is among the largest publicly traded REITs with greater operating and financial flexibility and better access to capital markets and with a lower cost of capital than CPA®:15 had on a stand-alone basis; (ii)the Merger eliminated costs associated with the advisory structure that CPA®:15 had previously; and (iii)the combined portfolio has greater tenant and geographic diversification and an improved overall weighted average debt maturity and interest rate. Based on the number of CPA®:15shares ultimately exchanged of 121,194,272, this premium comprised approximately $121.2 million of the goodwill. In addition to these factors, since the September 30, 2011 valuation date there was a reduction in the fair value of CPA®:15's net assets primarily attributable to the impact of foreign currency exchange rates during the period from September30, 2011 to the acquisition date.

The fair value of our28,170,643 common shares issued in the Merger as part of the consideration paid for CPA®:15 of $1.5billion was derived from the closing market price of our common stock on the acquisition date. As required by GAAP, the fair value related to the assets acquired and liabilities assumed, as well as the shares exchanged, has been computed as of the date we gained control, which was the closing date of the Merger, in a manner consistent with the methodology described above.

Goodwill is not deductible for income tax purposes.

Equity Investments and Noncontrolling Interests

Additionally, we recognized a gain on change in control of interests of $14.7 million for the year ended December 31,2012 related to the difference between the carrying value of $92.4 million and the fair value of $107.1 million of our previously-held equity interest in 10,389,079 shares of CPA®:15's common stock.

The Merger also resulted in our acquisition of the remaining interests in four investments in which we already had a joint interest and accounted for under the equity method (Note7). Upon acquiring the remaining interests in these investments, we owned 100% of these investments and thus accounted for these acquisitions as step acquisitions utilizing the purchase method of accounting. Due to the change in control of the four jointly-owned investments that occurred, we recorded an aggregate gain of approximately $6.1million related to the difference between our carrying values and the fair values of our previously-held equity interests on the acquisition date of $48.7 million and $54.8 million, respectively. Subsequent to the Merger, we consolidate these wholly-owned investments.

The fair values of our previously-held equity interests and our noncontrolling interests are based on the estimated fair market values of the underlying real estate and mortgage debt, both of which were determined by management relying in part on a third party. Real estate valuation requires significant judgment. We determined the significant inputs to be Level 3 with ranges for the entire portfolio as follows:

• Discount rates applied to the estimated net operating income of each property ranged from approximately 3.5% to 14.75%;
• Discount rates applied to the estimated residual value of each property ranged from approximately 5.75% to 12.5%;
• Residual capitalization rates applied to the properties ranged from approximately 7.0% to 11.5%.
• The fair market value of such property level debt was determined based upon available market data for comparable liabilities and by applying selected discount rates to the stream of future debt payments; and
• Discount rates applied to cash flows ranged from approximately 2.7% to 10%.

No illiquidity adjustments to the equity interests or noncontrolling interests were deemed necessary as the investments are held with affiliates and do not allow for unilateral sale or financing by any of the affiliated parties. Furthermore, the discount and/or capitalization rates utilized in the appraisals also reflect the illiquidity of real estate assets. Lastly, there were no control premiums contemplated as the investments were in individual, or a portfolio of, underlying real estate and debt, as opposed to a business operation.

Pro Forma Financial Information (Unaudited)

The following consolidated pro forma financial information has been presented as if the Merger, including the acquisition of Marcourt, had occurred on January1, 2011 for the years ended 2012and2011. The pro forma financial information is not necessarily indicative of what the actual results would have been had the Merger occurred on that date, nor does it purport to represent the results of operations for future periods.

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

		Years Ended December 31,
		2012		2011
Pro forma total revenues		$	536,971	$	551,311
Pro forma income attributable to W. P. Carey stockholders		$	130,129	$	119,133
Pro forma earnings per share: (a)
	Basic	$	1.89	$	1.73
	Diluted	$	1.87	$	1.72
Pro forma weighted average shares: (b)
	Basic		68,382,378		67,990,118
	Diluted		69,071,391		68,268,738

__________

• The pro forma income attributable to W.P. Carey stockholders reflects combined general and administrative expenses of $31.7 million and income tax expenses of $9.6 million incurred related to the Merger for the year ended December 31, 2011as if the Merger had taken place on January1, 2011.
• The pro forma weighted average shares outstanding for the years ended December 31, 2012 and 2011were determined as if the 28,170,643shares of our common stock issued to CPA®:15 stockholders in the Merger were issued on January 1, 2011.

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Stock-Based and Other Compensation

12 Months Ended

Dec. 31, 2012

Stock-Based and Other Compensation

Stock-Based and Other Compensation

Note 15. Stock-Based and Other Compensation

Stock-Based Compensation

At December 31, 2012, we maintained several stock-based compensation plans as described below. The total compensation expense (net of forfeitures) for awards issued under these plans was $26.2 million, $17.8 million and $7.4 million for the years ended December 31, 2012, 2011 and 2010, respectively, all of which are included in General and administrative expenses in the consolidated financial instruments. As compared to the prior year, stock-based compensation expense for the year ended December 31, 2012 increased by $8.1 million due to awards issued during 2012 with higher fair values as a result of the increase in our stock price between the two years. In addition, 2012 included an additional $2.8 million of compensation expense as a result of our revision of the expected vesting of PSUs granted during 2009 and 2010and a reduction related to our revision in our expected forfeitures of $2.5 million. The tax benefit recognized by us related to these awards totaled $16.2 million, $6.8million and $4.6 million for the years ended December 31, 2012, 2011 and 2010, respectively.

In connection with the Merger in September 2012, we adopted and assumed all of the stock-based compensation plans of our predecessor and all of its obligations thereunder. There has been no significant activity or changes to the terms and conditions of any of our stock-based compensation plans or arrangements during 2012, other than as described below.

2009 Incentive Plan and 1997 Incentive Plans

We maintain the 1997 Share Incentive Plan (as amended, the “1997 Incentive Plan”), which authorized the issuance of up to 6,200,000 shares of our common stock. In June 2009, our shareholders approved the 2009 Share Incentive Plan (the “2009 Incentive Plan”) to replace the 1997 Incentive Plan, except with respect to outstanding contractual obligations under the 1997 Incentive Plan, so that no further awards can be made under that plan. The 2009 Incentive Plan authorizes the issuance of up to 3,600,000 shares of our common stock, of which 1,959,996remain available for issuance of RSUs and PSUs at December 31, 2012. The 1997 Incentive Plan provided for the grant of (i) share options, which may or may not qualify as incentive stock options under the Code, (ii) performance shares or PSUs, (iii) dividend equivalent rights and (iv)restricted shares or RSUs.The 2009 Incentive Plan provides for the grant of (i) share options, (ii) restricted shares or RSUs, (iii) performance shares or PSUs, and (iv)dividend equivalent rights. The vesting of grants under both plans is accelerated upon a change in our control and under certain other conditions.

In December 2007, the Compensation Committee approved the long-term incentive plan (“LTIP”) and terminated further contributions to the Partnership Equity Unit Plan described below. The following table presents LTIP awards granted in the past three years:

	2009 Incentive Plan
Fiscal Year	RSUs Awarded	PSUs Awarded
2010	140,050	159,250
2011(a)	524,550	291,600
2012(b)	259,400	314,400

__________

• Includes 340,000 RSUs and 100,000 PSUs issued in connection with entering into employment agreements with certain employees, and excludes 20,000 PSUs for which the terms and conditions were not determined at the time of grant.
• Includes 78,000 RSUs and 142,000 PSUs issued in connection with entering into employment agreements with certain employees, and excludes 20,000 PSUs for which the terms and conditions were not determined at the time of grant. Also includes 10,000 PSUs awarded related to 2011 awards for which the previously undetermined terms and conditions of the grant were finalized in 2012.

As a result of issuing the LTIP awards, we currently expect to recognize compensation expense totaling approximately $33.6 million over the vesting period. We have previously recognized compensation expense of$24.8 million, $15.7 million and $5.7 million during 2012, 2011 and 2010, respectively, related to these awards.

2009 Non-Employee Directors Incentive Plan and 1997 Non-Employee Directors'Plan

We maintain the 1997 Non-Employee Directors' Plan (the “1997 Directors' Plan”), which authorized the issuance of up to 300,000 shares of our Common Stock. In June 2007, the 1997 Director's Plan, which had been due to expire in October 2007, was extended through October 2017. In June 2009, our shareholders approved the 2009 Non-Employee Directors' Incentive Plan (the “2009 Directors' Plan”) to replace the 1997 Directors' Plan, except with respect to outstanding contractual obligations under the predecessor plan, so that no further awards can be made under that plan. The 1997 Directors' Plan provided for the grant of (i) share options, which may or may not qualify as incentive stock options, (ii) performance shares, (iii) dividend equivalent rights and (iv)restricted shares. The 2009 Directors' Plan authorizes the issuance of 325,000 shares of our common stock in the aggregate and initially provided for the automatic annual grant of RSUs with a total value of $50,000 to each director. In January 2011, the Compensation Committee approved an increase in the value of the annual grant to $70,000 per director, effective as of July 1, 2011. In the discretion of our board of directors, the awards may also be in the form of share options or restricted shares, or any combination of the permitted awards. At December 31, 2012, there were 245,075 shares which remained available for issuance of RSUs under this plan.

Employee Share Purchase Plan

We sponsor an ESPP pursuant to which eligible employees may contribute up to 10% of compensation, subject to certain limits, to purchase our common stock. Employees can purchase stock semi-annually at a price equal to 85% of the fair market value at certain plan defined dates. Compensation expense under this plan for the years ended December 31, 2012, 2011 and 2010 was $0.6 million, $0.6 million and $0.2 million, respectively.

Partnership Equity Unit Plan

During 2003, we adopted a non-qualified deferred compensation plan (the “Partnership Equity Plan”, or “PEP”) under which a portion of any participating officer's cash compensation in excess of designated amounts was deferred and the officer was awarded Partnership Equity Plan Units (“PEP Units”). The value of each PEP Unit was intended to correspond to the value of a share of the CPA® REIT designated at the time of such award. During 2005, further contributions to the initial PEP were terminated and it was succeeded by a second PEP. As amended, payment under these plans will occur at the earlier of December 16, 2013 (in the case of the initial PEP) or twelve years from the date of award. The award is fully vested upon grant. Each of the PEPs is a deferred compensation plan and is therefore considered to be outside the scope of current accounting guidance for stock-based compensation and subject to liability award accounting. The value of each PEP Unit will be adjusted to reflect the underlying appraised value of the designated CPA® REIT. Additionally, each PEP Unit will be entitled to distributions equal to the distribution rate of the CPA® REIT. All issuances of PEP Units, changes in the fair value of PEP Units and distributions paid are included in our compensation expense.As a result of the Merger, the remaining holders of the PEP Units issued under the initial PEP will be paid, in cash, on December 16, 2013 in amounts equal to the per share Merger consideration received by CPA®:15 stockholders.

The plans are carried at fair value each quarter and are subject to changes in the fair value of the PEP units. Further contributions to the second PEP were terminated at December31, 2007; however, this termination did not affect any awardees' rights pursuant to awards granted under this plan. In December 2008, participants in the PEPs were required to make an election to either (i)remain in the PEPs, (ii)receive cash for their PEP Units (available to former employees only) or (iii)convert their PEP Units to fully vested RSUs (available to current employees only) to be issued under the 1997 Incentive Plan on June 15, 2009. Substantially all of the PEP participants elected to receive cash or convert their existing PEP Units to RSUs. In January 2009, we paid $2.0 million in cash to former employee participants who elected to receive cash for their PEP Units. As a result of the election to convert PEP Units to RSUs, we derecognized $9.3 million of our existing PEP liability and recorded a deferred compensation obligation within W.P. Carey members' equity in the same amount during the second quarter of 2009. The PEP participants that elected RSUs received a total of 356,416 RSUs, which was equal to the total value of their PEP Units divided by the closing price of our common stock on June 15, 2009. The PEP participants electing to receive RSUs were required to defer receipt of the underlying shares of our common stock for a minimum of two years. While employed by us, these participants are entitled to receive dividend equivalents equal to the amount of dividends paid on the underlying common stock during the deferral period. At December 31, 2012, we are obligated to issue 53,743 shares of our common stock underlying these RSUs, which is recorded within W.P. Carey members' equity as a Deferred compensation obligation of $1.4million. The remaining PEP liability pertaining to participants who elected to remain in the plans was $0.7 million at December 31, 2012.

Stock Options

Option activity and changes for all periods presented were as follows:

		Year Ended December 31, 2012
					Weighted
					Average
			Weighted		Remaining
			Average		Contractual	Aggregate
		Shares	Exercise Price		Term (in Years)	Intrinsic Value
Outstanding at beginning of year		1,208,041	$	28.73	-		-
	Exercised	(410,331)		25.94	-		-
	Forfeited / Expired	(3,500)		24.93	-		-
Outstanding at end of year		794,210	$	30.32	3.19	$	17,335,637
Vested and expected to vest at end of year		746,689	$	30.26	3.18	$	16,346,539
Exercisable at end of year		623,218	$	30.22	2.99	$	13,669,784

		Years Ended December 31,
		2011				2010
					Weighted				Weighted
					Average				Average
					Remaining				Remaining
			Weighted		Contractual		Weighted		Contractual
			Average		Term		Average		Term
		Shares	Exercise Price		(in Years)	Shares	Exercise Price		(in Years)
Outstanding at beginning of year		1,699,701	$	28.57		2,255,604	$	27.55
	Exercised	(449,660)		27.71		(399,507)		22.26
	Forfeited / Expired	(42,000)		32.85		(156,396)		30.24
Outstanding at end of year		1,208,041	$	28.73	3.29	1,699,701	$	28.57	4.26
Exercisable at end of year		959,779	$	28.36		1,231,683	$	27.86

Options granted under the 1997 Incentive Plan generally have a 10-year term and generally vest in four equal annual installments. Options granted under the 1997 Directors' Plan have a 10-year term and vest generally over three years from the date of grant. We have not issued option awards since 2008. The total intrinsic value of options exercised during the years ended December 31, 2012, 2011 and 2010 was $9.3 million, $4.6 million and $2.8 million, respectively.

At December 31, 2012, all of our options were fully vested; however certain options had exercise limitations.

We have the ability and intent to issue shares upon stock option exercises. Historically, we have issued authorized but unissued common stock to satisfy such exercises. Cash received from stock option exercises and purchases under the ESPP during the years ended December 31, 2012, 2011 and 2010was $6.8 million, $1.2 million and $3.7 million, respectively.

Restricted and Conditional Awards

Nonvested restricted stock, RSUs and PSUs at December 31, 2012 and changes during the years ended December 31, 2012 and 2011were as follows:

	Restricted Stock and RSU Awards			PSU Awards
		Weighted Average			Weighted Average
		Grant Date			Grant Date
	Shares	Fair Value		Shares	Fair Value
Nonvested at January 1, 2010	381,878	$	28.87	170,375	$	32.33
Granted	156,682		28.34	159,250		36.16
Vested (a)	(175,225)		28.58	-		-
Forfeited	(99,515)		29.75	(65,725)		36.26
Adjustment (b)	-		-	(19,906)		28.49
Nonvested at December 31, 2010	263,820		28.42	243,994		36.18
Granted	541,890		34.65	291,600		46.66
Vested (a)	(162,437)		30.48	(48,925)		39.78
Forfeited	(18,480)		29.32	(14,055)		42.14
Adjustment (b)	-		-	200,814		22.65
Nonvested at December 31, 2011	624,793		33.26	673,428		36.30
Granted	274,420		41.41	314,400		42.28
Vested (a)	(268,683)		32.56	(235,189)		23.66
Forfeited	(36,336)		36.33	(49,494)		33.96
Adjustment (b)	-		-	296,368		26.01
Nonvested at December 31, 2012	594,194	$	37.15	999,513	$	34.55

____________

• The total fair value of shares vested during the years ended December 31, 2012, 2011 and 2010 was $14.3 million, $6.9 million and $5.0 million, respectively.
• Vesting and payment of the PSUs is conditional on certain company and market performance goals being met during the relevant three-year performance period. The ultimate number of PSUs to be vested will depend on the extent to which the performance goals are met and can range from zero to three times the original awards. Pursuant to a review of our current and expected performance versus the performance goals, we revised our estimate of the ultimate number of certain of the PSUs to be vested. As a result, we recorded adjustments in 2012, 2011 and 2010 to reflect the number of shares expected to be issued when the PSUs vest.

At the end of each reporting period, we evaluate the ultimate number of PSUs we expect to vest based upon the extent to which we have met and expect to meet the performance goals and where appropriate revise our estimate and associated expense. We do not adjust the associated expense for revision on PSUs expected to vest based on market performance. Upon vesting, the RSUs and PSUs may be converted into shares of our common stock. Both the RSUs and PSUs carry dividend equivalent rights. Dividend equivalent rights on RSUs are paid in cash on a quarterly basis whereas dividend equivalent rights on PSUs accrue during the performance period and may be converted into additional shares of common stock at the conclusion of the performance period to the extent the PSUs vest. Dividend equivalent rights are accounted for as a reduction to retained earnings to the extent that the awards are expected to vest. For awards that are not expected to vest or do not ultimately vest, dividend equivalent rights are accounted for as additional compensation expense.

Other Compensation

Profit-Sharing Plan

We sponsor a qualified profit-sharing plan and trust that generally permits all employees, as defined by the plan, to make pre-tax contributions into the plan. We are under no obligation to contribute to the plan and the amount of any contribution is determined by and at the discretion of our board of directors. Our board of directors can authorize contributions to a maximum of 15% of an eligible participant's compensation, limited to less than $0.1 million annually per participant. For the years ended December 31, 2012, 2011 and 2010, amounts expensed for contributions to the trust were $4.4 million, $3.8 million and $3.3 million, respectively, which were included in General and administrative expenses in the accompanying consolidated financial statements. The profit-sharing plan is a deferred compensation plan and is therefore considered to be outside the scope of current accounting guidance for stock-based compensation.

Other

We have employment contracts with certain senior executives. These contracts provide for severance payments in the event of termination under certain conditions including a change of control. During 2012, 2011 and 2010, we recognized severance costs totaling approximately $1.1 million, $0.4 million and $1.1 million, respectively, related to several former employees who did not have employment contracts. Such costs are included in General and administrative expenses in the accompanying consolidated financial statements.

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Impairment Charges

12 Months Ended

Dec. 31, 2012

Impairment Charges

Impairment Charges

Note 11. Impairment Charges

The following table summarizes impairment charges recognized on our consolidated and unconsolidated real estate investments for all periods presented (in thousands):

		Years Ended December 31,
		2012		2011		2010
Real estate		$	-	$	243	$	-
Operating real estate			10,467		-		-
Net investments in direct financing leases			-		(1,608)		1,140
	Total impairment charges included in expenses		10,467		(1,365)		1,140
Equity investments in real estate (a)			9,910		206		1,394
	Total impairment charges included in continuing operations		20,377		(1,159)		2,534
Impairment charges included in discontinued operations			12,495		11,838		14,241
	Total impairment charges	$	32,872	$	10,679	$	16,775

__________

(a)       Impairment charges on our equity investments in real estate are included in Income from equity investments in real estate and the Managed REITs within the consolidated financial statements.

Real Estate

During the year ended December 31, 2011, we recognized an impairment charge of$0.2 million on a domestic property. This impairment was the result of writing down the property's carrying value to its estimated fair value in connection with the tenant vacating the property.

Operating Real Estate

During the year ended December 31, 2012, we recognized an impairment charge of $10.5 million on our Livho hotel property to write down the property's carrying value to its estimated fair value as a result of a decrease in fair value and the estimated holding period of the hotel.

Direct Financing Leases

In connection with our annual review of the estimated residual values on our properties classified as net investments in direct financing leases, we determined that an other-than-temporary decline in estimated residual value had occurred at various properties due to market conditions. The changes in estimates resulted in the recognition of impairment charges totaling $1.1 million in 2010. In the fourth quarter of 2011, we recorded an out-of-period adjustment of $1.6 million (Note2).

Equity Investments in Real Estate

During the year ended December 31, 2012, we recognized an other-than-temporary impairment charge of $9.9 million on our Special Member Interest in CPA®:16 – Global's operating partnership to reduce the carrying value of our interest in the operating partnership to its estimated fair value (Note 9). During the year ended December31, 2011, we recognized an other-than-temporary impairment charge of $0.2 million on a jointly-held real estate investment as a result of the sale of the property.In connection with our annual review of the fair value of our equity investments, we recognized an other-than-temporary impairment charge of $1.4 million during the year ended December31, 2010 to reflect the decline in the estimated fair value of the investment's underlying net assets in comparison with the carrying value of our interest in the investment.

Properties Sold

During the years ended December 31, 2012, 2011 and 2010, we recognized impairment charges on properties sold totaling $12.5 million, $11.8 million, and $14.2 million, respectively. These impairment charges, which are included in discontinued operations, were the result of reducing these properties' carrying values to their estimated fair values (Note 17) in connection with and prior to anticipated sales.

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Fair Value Measurements (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Fair Value Measurment Using Significant Unobservable Inputs, Assets (Level 3 Only)
Beginning balance	$ 233	$ 263
Total gains or losses (realized and unrealized):
Included in earnings	90	(20)
Included in other comprehensive income (loss)	(7)	(10)
Purchases	0	0
Settlements	(236)	0
Transfer in due to Merger	1,640
Ending balance	1,720	233
The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date	80	(20)
Gains or losses (realized and unrealized):
Redemption value adjustment	85,000
Other Securities
Fair Value Measurment Using Significant Unobservable Inputs, Assets (Level 3 Only)
Beginning balance	233	263
Total gains or losses (realized and unrealized):
Included in earnings	10	(20)
Included in other comprehensive income (loss)	(7)	(10)
Purchases	0	0
Settlements	(236)	0
Ending balance	0	233
The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date	0	(20)
Derivative Assets
Fair Value Measurment Using Significant Unobservable Inputs, Assets (Level 3 Only)
Beginning balance	0	0
Total gains or losses (realized and unrealized):
Included in earnings	80	0
Included in other comprehensive income (loss)	0	0
Purchases	0	0
Settlements	0	0
Transfer in due to Merger	1,640
Ending balance	1,720	0
The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date	80	0
Redeemable noncontrolling interest
Fair Value Measurment Using Significant Unobservable Inputs, Liabilities (Level 3 Only)
Beginning balance	7,700	7,546
Gains or losses (realized and unrealized):
Included in earnings	40	1,923
Included in other comprehensive income (loss)	6	(5)
Purchases		0
Settlements		0
Distributions paid	(1,055)	(1,309)
Redemption value adjustment	840	(455)
Ending balance	7,531	7,700
The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date	$ 0	$ 0

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Equity Investment in Real Estate and the Managed REITs

12 Months Ended

Dec. 31, 2012

Equity Investments in Real Estate and the Managed REITs

Equity Investments in Real Estate and REITs

Note7.Equity Investments in Real Estate and the Managed REITs

We own interests in the Managed REITs and unconsolidated real estate investments. We account for our interests in these investments under the equity method of accounting(i.e., at cost, increased or decreased by our share of earnings or losses, less distributions, plus contributions and other adjustments required by equity method accounting, such as basis differences from other-than-temporary impairments). These investments are summarized below.

Income from equity investments in real estate represents our proportionate share of the income or losses of these investments as well as certain depreciation and amortization adjustments related to other-than-temporary impairment charges.The following table presents information about our equity income from the Managed REITs and other jointly-owned investments (in thousands):

		Years Ended December 31,
		2012		2011		2010
Equity earnings from equity investments in the Managed REITs		$	5,509	$	16,928	$	10,480
Other-than-temporary impairment charges on CPA®:16 – Global operating partnership			(9,910)		-		-
Distributions of Available Cash (Note 4)			30,009		15,535		4,468
Deferred revenue earned (Note 4)			8,492		5,662		-
	Equity income from the Managed REITs		34,100		38,125		14,948
Equity earnings from other equity investments			28,292		13,103		16,044
	Total income from equity investments in real estate and the Managed REITs	$	62,392	$	51,228	$	30,992

Managed REITs

We own interests in the Managed REITs and account for these interests under the equity method because, as their advisor and through our ownership in their common stock, we do not exert control over, but we do have the ability to exercise significant influence on, the Managed REITs. We earn asset management and we earned performance revenue from the Managed REITs and have elected, in certain cases, to receive a portion of this revenue in the form of common stock of the Managed REITs rather than cash.

The following table sets forth certain information about our investments in the Managed REITs (dollars in thousands):

	% of Outstanding Shares Owned at		Carrying Amount of Investment at
Fund	December 31, 2012	December 31, 2011	December 31, 2012 (a)		December 31, 2011
CPA®:15(b)	(c)	7.7%	$	-	$	93,650
CPA®:16 – Global (d) (e) (f)	18.3%	17.9%		313,441		338,964
CPA®:17 – Global(g)	1.3%	0.9%		38,977		21,277
CWI	0.4%	0.5%		727		121
			$	353,145	$	454,012

__________

• Includes asset management fees receivable, for which 128,992 shares, 84,595 shares and 9,842 shares of CPA®:17 – Global, CPA®:16 – Global and CWI, respectively, were issued during the first quarter of 2013.
• Prior to the Merger, we received distributions of $5.6 million, $6.9 million and $6.2 million from this investment during 2012, 2011 and 2010, respectively.
• On September 28, 2012, we acquired all the remaining interests in CPA®:15 and now consolidate this entity (Note3).
• During the year ended December 31, 2012, we recognized other-than-temporary impairment chargestotaling $9.9 million on our special member interest in CPA®:16 – Global's operating partnership to reduce the carrying value of our interest in the operating partnership to its estimated fair value (Note 9).
• At December 31, 2011, our investment in CPA®:16 – Global comprised more than 20% of our total assets. Therefore, we refer to the audited financials of CPA®:16 – Global filed on February 26, 2013.
• We received distributions of $39.7 million, $18.6 million and $4.1 million from this investment during 2012, 2011 and 2010, respectively.
• We received distributions of $16.2 million, $10.0 million and $4.7 million from this investment during 2012, 2011 and 2010, respectively.

The following tables present preliminary combined summarized financial information for the Managed REITs. Amounts provided are expected total amounts attributable to the Managed REITs and do not represent our proportionate share (in thousands):

	December 31,
	2012		2011
Assets	$	8,052,546	$	9,184,111
Liabilities		(3,959,756)		(4,896,116)
Redeemable noncontrolling interests		(21,747)		(21,306)
Noncontrolling interests		(170,140)		(330,873)
Stockholders’ equity	$	3,900,903	$	3,935,816

	Years Ended December 31,
	2012		2011		2010
Revenues	$	809,364	$	789,933	$	737,369
Expenses (a) (b)		(626,422)		(599,822)		(501,216)
Income from continuing operations	$	182,942	$	190,111	$	236,153
Net income attributable to the Managed REITs (c) (d)	$	123,815	$	123,479	$	189,155

_________

• Total net expenses recognized by the Managed REITs during the year ended December 31, 2012included $3.1 million of Merger-related expenses incurred by CPA®:15, of which our share was approximately $0.2 million.
• Total net expenses recognized by the Managed REITs during the year ended December 31, 2011included the following items related to the CPA®:14/16 Merger: (i)$78.8 million of net gains recognized by CPA®:14 in connection with selling certain properties to us, CPA®:17 – Global and third parties, of which our share was approximately $7.4 million; (ii)a net gain of $28.7 million recognized by CPA®:16 – Global in connection with the CPA®:14/16 Merger as a result of the fair value of CPA®:14 exceeding the total merger consideration, of which our share was approximately $5.0 million; (iii)$13.6 million of expenses incurred by CPA®:16 – Global related to the CPA®:14/16 Merger, of which our share was approximately $2.4 million; and (iv) a $2.8 million net loss recognized by CPA®:16 – Global in connection with the prepayment of certain non-recourse mortgages, of which our share was approximately $0.5 million.
• Inclusive of impairment charges recognized by the Managed REITs totaling $25.0 million,$57.7 million and $51.4 million during the years endedDecember 31, 2012,2011 and 2010, respectively, of which $6.9 million, $45.1 million and $17.4 million were included in discontinued operations, respectively. These impairment charges reduced our income earned from these investments by approximately $4.2 million, $7.8 million and $3.0 million during the years ended December 31, 2012,2011 and 2010, respectively.
• Amounts included net gains on sale of real estate recorded by the Managed REITs totaling $35.4 million, $45.4million and $30.5 million during the years ended December 31, 2012,2011 and 2010, respectively, of which $29.6 million, $16.7 million and $14.6 million, were reflected within discontinued operations, respectively.

Interests in Unconsolidated Real Estate Investments

We own interests in single-tenant net leased properties that are leased to corporations through noncontrolling interests (i) in partnerships and limited liability companies that we do not control but over which we exercise significant influenceor (ii) as tenants-in-common subject to common control. Generally, the underlying investments are jointly-owned with affiliates. We account for these investments under the equity method of accounting.

The following table sets forth our ownership interests in our equity investments in real estate, excluding the Managed REITs, and their respective carrying values (dollars in thousands):

	Ownership Interest	Carrying Value at December 31,
Lessee	at December 31, 2012	2012		2011
Schuler A.G. (a) (b) (c) (d)	67%	$	62,006	$	19,958
Hellweg Die Profi-Baumarkte GmbH & Co. KG (Hellweg 2) (a) (c)	45%		42,387		1,062
Advanced Micro Devices (b) (e)	33%		23,667		-
The New York Times Company(f)	18%		20,584		19,647
C1000 Logistiek Vastgoed B.V. (a) (b) (e)	15%		14,929		-
Del Monte Corporation (b) (e)	50%		8,318		-
U. S. Airways Group, Inc. (b) (g)	75%		7,995		7,415
The Talaria Company (Hinckley) (e)	30%		7,702		-
The Upper Deck Company (b) (e)	50%		7,198		-
Waldaschaff Automotive GmbH and Wagon Automotive Nagold GmbH (a) (e)	33%		6,323		-
Builders FirstSource, Inc. (e)	40%		5,138		-
PETsMART, Inc. (e)	30%		3,808		-
Consolidated Systems, Inc. (b)	60%		3,278		3,387
Carrefour France, SAS (a)	(h)		-		20,014
Médica – France, S.A. (a)	(i)		-		4,430
Hologic, Inc.	(h)		-		4,429
Childtime Childcare, Inc.	(h)		-		4,419
Symphony IRI Group, Inc. (j) (k) (l)	(h)		-		(24)
SaarOTEC (a) (e) (k)	50%		(116)		-
Wanbishi Archives Co. Ltd. (a) (k) (m)	3%		(736)		-
		$	212,481	$	84,737

__________

• The carrying value of the investmentis affected by the impact of fluctuations in the exchange rate of the foreign currency.
• Represents a tenancy-in-common interest, under which the investment is under common control by us and our investment partner.
• In connection with the Merger, we acquired an additional interest in this investment from CPA®:15.
• We received distributions of $8.2 million, $2.4 million and $2.3 million from this investment during 2012, 2011 and 2010, respectively.
• We acquired our interest in this investment in connection with the Merger (Note3).
• We received distributions of $3.2 million and $4.4 million from this investment during 2012 and 2011, respectively.
• We received distributions of $2.4 million, $2.2 million and $2.5 million from this investment during 2012, 2011 and 2010, respectively.
• In connection with the Merger, we acquired the remaining interest in this investment from CPA®:15. Subsequent to the Merger, we consolidate this investment.
• In April 2012, this jointly-owned entity sold its interests in the investment for approximately $76.5 million and recognized a net gain on sale of approximately $34.0 million. Our share of the gain was approximately $15.1 million. Amounts are based on the exchange rate of the euro on the date of sale.
• In 2011, this jointly-owned entity sold one of its properties and distributed the proceeds to the entity partners. Our share of the proceeds was approximately $1.4 million, which exceeded our total investment in the entity at that time. During the first quarter of 2011, we recognized an other-than-temporary impairment charge of $0.2 million to reflect the decline in the estimated fair value of the entity's underlying net assets in comparison with the carrying value of our interest in this investment.
• At December 31, 2012, or 2011, as applicable, we intended to fund our share of the investment's future operating deficits if the need arose. However, we had no legal obligation to pay for any of the investment's liabilities nor did we have any legal obligation to fund operating deficits.
• We received distributions of $2.6 million from this investment during 2011.
• We acquired our interest in this investment in 2012 asdiscussed below.

The following tables present combined summarized financial information of our equity investments. Amounts provided are the total amounts attributable to the investments and do not represent our proportionate share (in thousands):

	December 31,
	2012		2011
Assets	$	1,286,294	$	1,026,124
Liabilities		(799,422)		(706,244)
Redeemable noncontrolling interest		(21,747)		(21,306)
Partners’/members’ equity	$	465,125	$	298,574

	Years Ended December 31,
	2012		2011		2010
Revenues	$	108,242	$	118,819	$	146,214
Expenses		(64,453)		(75,992)		(79,665)
Impairment charges (b)		-		(8,602)		-
Income from continuing operations	$	43,789	$	34,225	$	66,549
Net income attributable to equity method investees (a) (b)	$	79,591	$	34,225	$	66,549

__________

• Amount during the year ended December 31, 2012 included a net gain of approximately $34.0 million recognized by a jointly-owned entity as a result of selling its interests in the Médica investment. Our share of the gain was approximately $15.1 million.
• Amount during the year ended December 31, 2011 included an impairment chargeof $8.6 million incurredby a jointly-owned entity that leased property to Symphony IRI Group, Inc. in connection with a potential sale of the property, of which our share was approximately $0.4 million.The entity completed the sale in June 2011.

2012 – In December 2012, an entity in which we and CPA®:17 – Global hold 3% and 97% interests, respectively, purchased a distribution/warehouse in Japan for $52.1 million. Our share of the purchase price was approximately $1.5 million. We account for this investment under the equity method of accounting, as we do not have a controlling interest in the entity but exercise significant influence over it. In connection with this investment, the entity obtained mortgage financing on the property of $31.6million at an annual interest rate of 2% and term of five years. Our share of the financing was approximately $0.9 million. Amounts are based on the exchange rate of the Japanese yen on the date of acquisition.

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Agreements and Transactions of Related Parties (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Asset management fees:
Asset management revenue from affiliates	$ 56,666	$ 66,808	$ 76,246
Structuring revenue from affiliates	48,355	46,831	44,525
Incentive termination and subordinated disposition revenue	0	52,515	0
Wholesaling revenue	19,914	11,664	11,096
Reimbursed costs from affiliates	98,245	64,829	60,023
Distributions of Available Cash	30,009	15,535	4,468
Deferred revenue earned	8,492	5,662	0
Revenue earned and cash received from REITs	$ 261,681	$ 263,844	$ 196,358

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Income Taxes (Narratives) (Details) (USD $)	12 Months Ended				12 Months Ended
	Dec. 31, 2010	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2009	Dec. 31, 2012 Minimum [Member]	Dec. 31, 2012 Maximum [Member]
Income Tax Disclosures
Accrued income taxes		$ 4,000,000
Net deferrred tax asset (liability)		(17,328,000)	(44,127,000)
Unrecognized tax benefit that would impact tax rate				600,000
Unrecognized tax benefit tax benefit, reversed	100,000
Prepaid taxes			4,600,000
Uncertain tax position		300,000	0
Income Tax Contingency
Open tax years by major tax jurisdiction					2009	2012
Operating loss carryforward		46,100,000
Operating loss deferred tax asset, valuation allowance		11,900,000
DeferredTaxAssetsOperatingLossCarryforwards		$ 11,900,000

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Net Investments in Properties

12 Months Ended

Dec. 31, 2012

Net Investments in Properties

Net Investments in Properties

Note5.Net Investments in Properties

Real Estate

Real estate, which consists of land and buildings leased to others, at cost, and which are subject to operating leases, is summarized as follows (in thousands):

	December 31,
	2012		2011
Land	$	509,530	$	111,483
Buildings		1,822,083		534,999
Less: Accumulated depreciation		(116,075)		(118,054)
	$	2,215,538	$	528,428

Real Estate Acquired During 2012—As discussed in Note3, we acquired properties in the Merger, which increased the carrying value of our real estate by $1.8 billionduring the year ended December 31, 2012. Other acquisitions of real estate during this period are disclosed inNote 4and assets disposed of are disclosed in Note17. Impairment charges recognized on certain properties are discussed in Note 11. During this period, the U.S. dollar weakened against the euro, as the end-of-period rate for the U.S. dollar in relation to the euro at December 31, 2012increasedby 2.1% to $1.3218from $1.2950 at December31, 2011. The impact of this weakening was a $12.9 million increase in Real estate from December31, 2011 to December 31, 2012.

On September13, 2012, we acquired an interest in an investment leased to the Walgreens Co. at a total cost of $24.8 million, including net lease intangible assets totaling $6.6 million (Note8) and acquisition-related costs. We updated our purchase price allocation during the fourth quarter of 2012, and recorded a measurement period adjustment of $5.3 million to reduce land and buildings and to increase net lease intangibles. We deemed this investment to be a real estate asset acquisition, and as such, we capitalized acquisition-related costs of $0.2 million.The Walgreens Co. leases are classified as operating leases.

Real Estate Acquired During 2011— As discussed in Note4, in connection with the CPA®:14/16 Merger in May 2011, we purchased the remaining interests in certain investments, in which we already had a joint interest, from CPA®:14 as part of the CPA®:14 Asset Sales. These three investments, which lease properties to Checkfree, Federal Express and Amylin, had an aggregate fair value of $174.8 million at the date of acquisition. Prior to this purchase, we had consolidated the Checkfreeinvestments and accounted for the Federal Express and Amylininvestments under the equity method. As part of the transaction, we assumed the related non-recourse mortgages on the Federal Express and Amylininvestments. These two mortgages and the mortgage on the Checkfreeinvestment had an aggregate fair value of $117.1 million at the date of acquisition (Note12). Amounts provided are the total amounts attributable to the jointly-owned investments' properties and do not represent the proportionate share that we purchased. Upon acquiring the remaining interests in the investments leased to Federal Express and Amylin, we owned 100% of these investments and accounted for these acquisitions as step acquisitions utilizing the purchase method of accounting. Due to the change in control of the investments that occurred, and in accordance with ASC 810 involving a step acquisition where control is obtained and there is a previously held equity interest, we recorded an aggregate gain of approximately $27.9 million related to the difference between our respective carrying values and the fair values of our previously held interests on the acquisition date. Subsequent to our acquisition, we consolidate all of these wholly-owned investments. The consolidation of these investments resulted in an increase of $90.2 million and $40.8 million to Real estate, net and net lease intangibles, respectively, in May 2011.

During 2011, we reclassified real estate with a net carrying value of $17.9 million to Real estate in connection with an out-of-period adjustment (Note2).

Operating Real Estate

Operating real estate, which consists of our investments in 21 self-storage properties through Carey Storage and our Livho hotel subsidiary, at cost, is summarized as follows (in thousands):

	December 31,
	2012		2011
Land	$	22,158	$	24,031
Buildings		77,545		85,844
Less: Accumulated depreciation		(19,993)		(17,121)
	$	79,710	$	92,754

During the year ended December 31, 2012, we recognized an impairment charge of $10.5 million on our hotel property to write down the property's carrying value to its estimated fair value as a result of a decreasein fair value and in the estimated holding period of the hotel (Note 11).

Real Estate Under Construction

At December 31, 2012, real estate under construction was $2.9 million, recorded at cost.

Scheduled Future Minimum Rents

Scheduled future minimum rents, exclusive of renewals and expenses paid by tenants and future CPI-based increases under non-cancelable operating leases, at December31, 2012 are as follows (in thousands):

Years Ending December 31,	Total
2013	$	272,559
2014		270,952
2015		249,266
2016		227,445
2017		213,292
Thereafter		1,078,071
Total	$	2,311,585

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Finance Receivables

12 Months Ended

Dec. 31, 2012

Finance Receivables

Finance Receivables

Note6. Finance Receivables

Assets representing rights to receive money on demand or at fixed or determinable dates are referred to as finance receivables. Our finance receivable portfolios consist of our Net investments in direct financing leases and deferred acquisition fees. Operating leases are not included in finance receivables as such amounts are not recognized as an asset in the consolidated balance sheets.

Net Investment in Direct Financing Leases

Net investment in direct financing leases is summarized as follows (in thousands):

	December 31,
	2012		2011
Minimum lease payments receivable	$	430,514	$	29,986
Unguaranteed residual value		375,706		57,218
		806,220		87,204
Less: unearned income		(430,215)		(29,204)
	$	376,005	$	58,000

During 2012, we sold our net investment in a direct financing lease for $2.0 million, net of selling costs, and recognized a net loss on sale of $0.2 million. In connection with the Merger in September 2012, we acquired 15 direct financing leases with a total fair value of $315.8 million (Note 3).During the years ended December 31, 2012 and 2011, in connection with our annual reviews of the estimated residual values of our properties, we recorded no impairment charges related to direct financing leases. We recorded $1.1 million in impairment charges related to several direct financing leases in 2010. Impairment charges related primarily to other-than-temporary declines in the estimated residual values of the underlying properties due to market conditions (Note 11). In the fourth quarter of 2011, we also recorded $1.6 million in connection with an out-of-period adjustment (Note2). At December 31, 2012 and 2011, Other assets, net included $0.2 million and less than $0.1 million, respectively, of accounts receivable related to amounts billed under these direct financing leases.

During 2011, we reclassified $17.6 million out of Net investments in direct financing leases in connection with an out-of-period adjustment (Note2).

Scheduled future minimum rents, exclusive of renewals and expenses paid by tenants, percentage of sales rents and future CPI-based adjustments, under non-cancelable direct financing leases at December31, 2012 are as follows (in thousands):

Years Ending December 31,	Total
2013	$	34,573
2014		32,277
2015		31,968
2016		30,150
2017		29,707
Thereafter		271,839
Total	$	430,514

Deferred Acquisition Fees Receivable

As described in Note4, we earn revenue in connection with structuring and negotiating investments and related mortgage financing for the Managed REITs. A portion of this revenue is due in equal annual installments ranging from three to four years, provided the Managed REITs meet their respective performance criteria. Unpaid deferred installments, including accrued interest, from all of the Managed REITs were included in Due from affiliates in the consolidated financial statements.

Credit Quality of Finance Receivables

We generally seek investments in facilities that we believe are critical to a tenant's business and that we believe have a low risk of tenant defaults. At bothDecember 31, 2012and2011, none of our finance receivables were past due and we had not established any allowances for credit losses. As discussed above, we acquired 15 direct financing leases with a total fair value of $315.8 millionfrom CPA®:15 in connection with the Merger (Note3). There were no modifications of finance receivables for either of the years ended December 31, 2012 or 2011. We evaluate the credit quality of our tenant receivables utilizing an internal 5-point credit rating scale, with 1 representing the highest credit quality and 5 representing the lowest. The credit quality evaluation of our tenant receivables was last updated in the fourth quarter of 2012. We believe the credit quality of our deferred acquisition fees receivable falls under category 1, as the CPA®REITs are expected to have the available cash to make such payments.

A summary of our finance receivablesby internal credit quality rating is as follows (dollars in thousands):

	Number of Tenants at		Net Investments in Direct Financing Leases at
Internal Credit Quality Indicator	December 31, 2012	December 31, 2011	December 31, 2012		December 31, 2011
1	3	8	$	46,398	$	46,694
2	4	2		49,764		11,306
3	8	-		257,281		-
4	4	-		22,562		-
5	-	-		-		-
			$	376,005	$	58,000

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Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2012

Goodwill And Intangible Assets Disclosure

Goodwill And Intangible Assets Disclosure

Note8.Intangible Assetsand Liabilities and Goodwill

In connection with our acquisitions of properties, we have recorded net lease intangibles which are being amortized over periods ranging from one year to40years. In-place lease, tenant relationship and above-market rent intangibles are included in Intangible assets and goodwill, net in the consolidated financial statements. Below-market rent intangibles are included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements.

In connection with our investment activity during the year ended December 31, 2012, comprised of the Merger (Note 3) and the Walgreens acquisition (Note 5), we have recorded net lease intangiblescomprised as follows (dollars in thousands):

			Initially		Measurement		As
	Weighted-Average		Reported at		Period		Revised at
	Life		September 30, 2012		Adjustments		December 31, 2012
Amortizable Intangible Assets
Lease intangibles:
In-place lease		12.9	$	413,198	$	5,322	$	418,520
Above-market rent		11.7		284,174		790		284,964
Total intangible assets			$	697,372	$	6,112	$	703,484
Amortizable Intangible Liabilities
Below-market rent		29.9	$	(79,312)	$	(1,111)	$	(80,423)
Above-market ground lease		11.8		(6,896)		-		(6,896)
Unamortizable Intangible Liabilities
Below-market purchase option				(16,711)		314		(16,397)
Total intangible liabilities			$	(102,919)	$	(797)	$	(103,716)

In connection with the Merger, we recorded goodwill of $268.7million as a result of the Merger Consideration exceeding the fair value of the assets acquired and liabilities assumed (Note 3). The goodwill was attributed to our Real Estate Ownership reporting unit as it relates to the real estate assets we acquired. The following table presents a reconciliation of our goodwill (in thousands):

	Investment		Real Estate
	Management		Ownership		Total
Balance at January 1, 2010	$	63,607	$	-	$	63,607
Activity		-		-		-
Balance at December 31, 2010		63,607		-		63,607
Activity		-		-		-
Balance at December 31, 2011		63,607		-		63,607
Acquisition of CPA®:15		-		268,683		268,683
Allocation of goodwill to dispositions of properties within the reporting unit (a)		-		(3,158)		(3,158)
Balance at December 31, 2012	$	63,607	$	265,525	$	329,132

Intangible assets and liabilities and goodwill are summarized as follows (in thousands):

	December 31,
	2012						2011
	Carrying		Accumulated				Carrying		Accumulated
	Amount		Amortization		Total		Amount		Amortization		Total
Amortizable Intangible Assets
Management contracts	$	32,765	$	(31,283)	$	1,482	$	32,765	$	(30,172)	$	2,593
		32,765		(31,283)		1,482		32,765		(30,172)		2,593
Lease Intangibles: (a)
In-place lease		474,629		(27,351)		447,278		62,162		(17,585)		44,577
Other intangibles		8,149		(3,406)		4,743		10,968		(4,586)		6,382
Above-market rent		293,627		(13,742)		279,885		9,905		(5,082)		4,823
		776,405		(44,499)		731,906		83,035		(27,253)		55,782
Unamortizable Goodwill and Indefinite-Lived Intangible Assets
Goodwill		329,132		-		329,132		63,607		-		63,607
Trade name		3,975		-		3,975		3,975		-		3,975
		333,107		-		333,107		67,582		-		67,582
Total Intangible Assets	$	1,142,277	$	(75,782)	$	1,066,495	$	183,382	$	(57,425)	$	125,957
Amortizable Intangible Liabilities
Below-market rent	$	(86,171)	$	3,227	$	(82,944)	$	(6,455)	$	1,482	$	(4,973)
Above-market ground lease		(6,896)		103		(6,793)		-		-		-
		(93,067)		3,330		(89,737)		(6,455)		1,482		(4,973)
Unamortizable Intangible Liabilities
Below-market purchase option		(16,711)		-		(16,711)		-		-		-
Total Intangible Liabilities	$	(109,778)	$	3,330	$	(106,448)	$	(6,455)	$	1,482	$	(4,973)

__________

• The fair value of the below-market purchase option was equal to the residual value at the date of acquisition.

Net amortization of intangibles, including the effect of foreign currency translation, was $24.7 million, $4.0 million and $1.3million for the years ended December 31, 2012,2011 and 2010, respectively. Amortization of below-market rent, above-market rent and above-market ground lease intangibles is recorded as an adjustment to Lease revenues, while amortization ofin-place lease and tenant relationship intangibles is included in Depreciation and amortization.

Based on the intangible assets and liabilities recorded at December 31, 2012, scheduled annual net amortization for each of the next five years and thereafter is as follows (in thousands):

Years Ending December 31,	Total
2013	$	84,274
2014		79,533
2015		72,016
2016		70,050
2017		66,667
Thereafter		271,111
Total	$	643,651

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Net Investments in Properties (Narratives) (Details) (USD $)	12 Months Ended					12 Months Ended	1 Months Ended	12 Months Ended	0 Months Ended		12 Months Ended
	Dec. 31, 2012 property	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011 Operating Real Estate	Dec. 31, 2012 Self Storage property	Dec. 31, 2012 Hotel property	May 31, 2011 CPA14/16 Merger	Dec. 31, 2011 CPA14/16 Merger	Sep. 28, 2012 WPC/CPA 15 Merger	Sep. 13, 2012 Walgreens Co.	Dec. 31, 2012 Walgreens Co.
Real Estate Investment Property At Cost
Foreign Currency Exchange Rate	$ 1.3218	$ 1.2950
Increase decrease in foreign currency exchange rate	2.10%
Foreign currency exchange rate impact	12,900,000
Amortization of intangible assets	24,700,000	4,000,000	1,300,000
Real estate under construction	2,875,000
Investments in real estate
Investments in real estate							174,800,000		(1,800,000,000)
Number of real estate properties	423				21	1
Payments to acquire real estate	3,944,000	24,315,000	96,884,000							24,800,000
Capitalized acquistion cost										200,000
Measurement period adjustment											5,300,000
Net lease intangibles recorded										6,600,000
Impairment of real estate	10,467,000	(1,365,000)	1,140,000			(10,500,000)
Fair value of mortgage loans assumed							(117,100,000)	87,600,000
Gain on change in control of interests	20,744,000	27,859,000	781,000				27,900,000		14,700,000
Increase in real estate due to acquisition							90,200,000
Increase Decrease In Lease Intangibles							40,800,000
Prior Period Adjustment
Quantifying Misstatement in Current Year Financial Statements, Amount		$ 200,000		$ (17,900,000)

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Subsequent Events (Details) (USD $) In Millions, except Share data, unless otherwise specified	Dec. 31, 2012
Subsequent Events
Loan To Affiliates	$ 50.0
RSUs Issued	166,200
PSUs Issued	75,900

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Fair Value Measurements (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Level 2
Liabilities:
Senior credit facility	$ 253,000	$ 233,160
Level 3
Liabilities:
Non-recourse debt	1,727,985	361,948
Assets:
Deferred acquisiton fees receivable	33,632	31,638
Carrying Value | Level 2
Liabilities:
Senior credit facility	253,000	233,160
Carrying Value | Level 3
Liabilities:
Non-recourse debt	1,715,397	356,209
Assets:
Deferred acquisiton fees receivable	$ 28,654	$ 29,410

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Net Investments in Properties (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Schedule of Minimum Lease Rents Receivable
2013	$ 272,559
2014	270,952
2015	249,266
2016	227,445
2017	213,292
Thereafter	1,078,071
Total	$ 2,311,585

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Equity (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Redeemable Noncontrolling Interests
Beginning balance	$ 7,700	$ 7,546	$ 7,692
Reclassification from permanent equity to temporary equity	6,649	(455)	(471)
Net (loss) income	40	1,923	1,293
Distributions	(1,055)	(1,309)	(956)
Change in other comprehensive income	(6)	5	12
Ending balance	$ 7,531	$ 7,700	$ 7,546

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Agreements and Transactions of Related Parties (Details 4) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Redeemable Noncontrolling Interests
Balance - beginning balance	$ 0
Reclassification from permanent equity to temporary equity	85,000
Redemption of securities	(45,000)
Balance - end of period	$ 40,000

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Risk Management and Use of Derivative Financial Instruments (Details 5) In Thousands, unless otherwise specified				12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2012 Cash Flow Hedging USD ($)	Dec. 31, 2012 Interest rate cap USD ($)	Dec. 31, 2012 3-Month Euro Interbank Offering Rate Interest rate cap Cash Flow Hedging USD ($)	Dec. 31, 2012 3-Month Euro Interbank Offering Rate Interest rate cap Cash Flow Hedging EUR (€)	Dec. 31, 2012 3-Month Euribor March Interest rate swap Cash Flow Hedging USD ($)	Dec. 31, 2012 3-Month Euribor March Interest rate swap Cash Flow Hedging EUR (€)	Dec. 31, 2012 1-Month LIBOR July Interest rate swap Cash Flow Hedging USD ($)	Dec. 31, 2012 1-Month LIBOR August Interest rate swap Cash Flow Hedging USD ($)	Dec. 31, 2012 1-Month LIBOR June Interest rate swap Cash Flow Hedging USD ($)	Dec. 31, 2012 1-Month LIBOR April Interest rate swap Cash Flow Hedging USD ($)	Dec. 31, 2012 1-Month LIBOR December Interest rate swap Cash Flow Hedging USD ($)
Derivative Disclosure
Notional Amount					€ 69,457		€ 6,286	$ 33,631	$ 25,714	$ 6,905	$ 4,414	$ 3,500
Effective Interest Rate				2.00%	2.00%	4.20%	4.20%	3.00%	3.90%	4.40%	3.00%	3.70%
Effective Date				Dec. 01, 2012	Dec. 01, 2012	Mar. 01, 2008	Mar. 01, 2008	Jul. 01, 2010	Aug. 01, 2012	Jun. 01, 2012	Apr. 01, 2010	Dec. 01, 2012
Expiration Date				Dec. 01, 2014	Dec. 01, 2014	Mar. 01, 2018	Mar. 01, 2018	Jul. 01, 2020	Aug. 01, 2022	Mar. 01, 2022	Apr. 01, 2015	Feb. 01, 2019
Fair Value	$ (2,067)	$ (5,800)	$ 1	$ 25		$ (1,392)		$ (3,624)	$ (403)	$ (122)	$ (247)	$ (37)

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Agreements and Transactions with Related Parties (Tables)

12 Months Ended

Dec. 31, 2012

Agreements and Transactions with Related Parties

Schedule Of Related Party Transactions

	Years Ended December 31,
	2012		2011		2010
Asset management revenue	$	56,666	$	66,808	$	76,246
Structuring revenue		48,355		46,831		44,525
Incentive, termination and subordinated disposition revenue		-		52,515		-
Wholesaling revenue		19,914		11,664		11,096
Reimbursed costs from affiliates		98,245		64,829		60,023
Distributions of Available Cash		30,009		15,535		4,468
Deferred revenue earned		8,492		5,662		-
	$	261,681	$	263,844	$	196,358

	Years Ended December 31,
	2012		2011		2010
CPA®:14	$	-	$	59,605	$	23,387
CPA®:15		21,563		31,489		31,172
CPA®:16 – Global		50,825		40,555		28,478
CPA®:17 – Global		173,262		124,465		112,386
CWI		15,334		6,745		-
Other		697		985		935
	$	261,681	$	263,844	$	196,358

Schedule Of Unpaid Deferred Acquisition Fees And Interest Earned

			December 31,
			2012		2011
Unpaid deferred acquisition fees			$	28,654	$	29,410
	Years Ended December 31,
	2012		2011		2010
Interest earned on unpaid deferred acquisition fees	$	1,064	$	1,332	$	1,136

Reconciliation of Reedemable Securities

	Year Ended
	December 31, 2012
Reclassification from permanent equity to temporary equity		85,000
Redemptions of securities		(45,000)
Balance - end of year	$	40,000

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Consolidated Statements of Cash Flows (Supplementals) (Details 1) (CPA 15, USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Sep. 30, 2012	Sep. 28, 2012
CPA 15
Assets Acquired at fair value:
Investments in real estate	$ 1,762,872	$ 1,758,372	$ 1,762,872
Net investment in direct finanacing lease	315,789	315,789	315,789
Equity investments in real estate	166,247	164,886	166,247
Intangible assets	695,310	694,411	695,310
Other assets, net	81,750	83,838	81,750
Liabilities assumed at fair value:
Non recourse debt			(1,350,755)
Accounts payable, accrued expenses and other liabilities	(186,795)	(187,712)	(186,795)
Amount attributable to noncontrolling interest	(237,359)	(238,038)	(237,359)
Net (liabilities assumed) assets acquired excluding cash			1,247,059
Fair value of common shares issued	(1,380,362)	(1,380,362)	(1,380,362)
Cash consideration	(152,356)	(152,356)	(152,356)
Fair value of W. P. Carey & Co. LLC equity interest in CPA:15 prior to the Merger	(107,147)	(107,147)	(107,147)
Fair value of W. P. Carey & Co. LLC equity interest in jointly-owned investments with CPA:15 prior to the Merger	(54,822)	(54,822)	(54,822)
Goodwill in connection with Merger	268,683	274,951	268,683
Cash acquired on acquisition of subsidiary, net	$ (178,945)	$ (178,945)	$ (178,945)

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure

Commitments and Contingencies Disclosure

Note13.Commitments and Contingencies

At December 31, 2012, we were not involved in any material litigation.

For a description of an agreement that we entered into regarding repurchases of our common stock from the Estate Shareholders, see Note 4.

Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our consolidated financial position or results of operations.

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Discontinued Operations (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Disposal Group, Including Discontinued Operation, Income Statement Disclosures
Revenues	$ 5,438	$ 10,897	$ 14,923
Expenses	(4,516)	(9,531)	(10,026)
Gain on deconsolidation of a subsidiary		1,008
(Loss) gain on sale of real estate	(5,019)	(3,391)	460
Impairment charges	(12,495)	(11,838)	(14,241)
(Loss) income from discontinued operations	$ (16,592)	$ (12,855)	$ (8,884)

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Segment Reporting

12 Months Ended

Dec. 31, 2012

Segment Reporting

Segment Reporting

Note18.Segment Reporting

We evaluate our results from operations by our two major business segments — Real Estate Ownership and Investment Management (Note1).Effective April 1, 2012, we include cash distributions and deferred revenue received and earned from the operating partnerships of CPA®:16 – Global, CPA®:17 – Global and CWI in our Real Estate Ownership segment. Effective January 1, 2011, we include our equity investments in the Managed REITs in our Real Estate Ownership segment.The equity income or loss from the Managed REITs that is now included in our Real Estate Ownership segment represents our proportionate share of the revenue less expenses of the net-leased properties held by the Managed REITS.This treatment is consistent with that of our directly-owned properties.Results of operations for the prior years have been reclassified to conform to the current year presentation. The following table presents a summary of comparative results of these business segments (in thousands):

	Years Ended December 31,
	2012		2011		2010
Real Estate Ownership (a)
Revenues	$	150,815	$	85,137	$	68,755
Operating expenses (b)		(118,152)		(44,901)		(35,346)
Interest expense		(50,573)		(21,770)		(15,636)
Other, net (c)		83,409		82,912		30,131
Provision for income taxes		(4,012)		(2,243)		(2,154)
Income from continuing operations attributable to W. P. Carey	$	61,487	$	99,135	$	45,750
Investment Management
Revenues (d)	$	223,180	$	242,647	$	191,890
Operating expenses (d)		(207,050)		(157,572)		(133,683)
Other, net (e)		3,878		2,695		2,559
Provision for income taxes		(2,771)		(34,971)		(23,660)
Income from continuing operations attributable to W. P. Carey	$	17,237	$	52,799	$	37,106
Total Company
Revenues (d)	$	373,995	$	327,784	$	260,645
Operating expenses (d)		(325,202)		(202,473)		(169,029)
Interest expense		(50,573)		(21,770)		(15,636)
Other, net (c) (e)		87,287		85,607		32,690
Provision for income taxes		(6,783)		(37,214)		(25,814)
Income from continuing operations attributable to W. P. Carey	$	78,724	$	151,934	$	82,856

	Total Long-Lived Assets at (f)				Total Assets at
	December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011
Real Estate Ownership	$	4,236,993	$	1,273,521	$	4,484,821	$	1,334,066
Investment Management		69,258		70,369		124,221		128,557
Total Company	$	4,306,251	$	1,343,890	$	4,609,042	$	1,462,623

__________

• Included within the Real Estate Ownership segment is our total investment in shares of CPA®:16 – Global, which representedapproximately 6.8% of our total assets at December 31, 2012 (Note7).
• Includes expenses incurred of $31.7 million related to the Merger for the year ended December 31, 2012.
• Includes Other interest income, Income from equity investments in real estate and the Managed REITs, Gain on change in control of interests, Other income and (expenses), and Net income attributable to noncontrolling interests.
• Included in revenues and operating expenses are reimbursable costs from affiliates totaling $98.2 million,$64.8 million and $60.0 million for theyears endedDecember 31, 2012,2011 and 2010, respectively.
• Includes Other interest income, Other income and (expenses), Net loss attributable to noncontrolling interests and Net loss (income) attributable to redeemable noncontrolling interest.
• Long-lived assets include Net investments in real estate, Goodwill and Intangible assets, net.

At December 31, 2012, our international investments within our Real Estate Ownership segment were comprised of investments inFrance, Poland, Germany, Spain, Belgium, Finland, Netherlands and the United Kingdom. The following tables present information about these investments (in thousands):

Year Ended December 31, 2012		Domestic		Foreign (a)		Total
Revenues		$	120,702	$	30,113	$	150,815
Operating expenses			(115,632)		(2,520)		(118,152)
Interest expense			(39,042)		(11,531)		(50,573)
Other, net (b) (c)			76,803		6,606		83,409
Provision for income taxes			(2,697)		(1,315)		(4,012)
	Income from continuing operations attributable to W. P. Carey	$	40,134	$	21,353	$	61,487
Total assets		$	3,527,918	$	956,903	$	4,484,821
Total long-lived assets (d)		$	3,361,197	$	875,796	$	4,236,993
Year Ended December 31, 2011		Domestic		Foreign (a)		Total
Revenues		$	75,408	$	9,729	$	85,137
Operating expenses			(40,042)		(4,859)		(44,901)
Interest expense			(20,075)		(1,695)		(21,770)
Other, net (c)			76,736		6,176		82,912
Provision for income taxes			(2,135)		(108)		(2,243)
	Income from continuing operations attributable to W. P. Carey	$	89,892	$	9,243	$	99,135
Total assets		$	1,258,544	$	75,522	$	1,334,066
Total long-lived assets (d)		$	1,203,474	$	70,047	$	1,273,521
Year Ended December 31, 2010		Domestic		Foreign (a)		Total
Revenues		$	61,049	$	7,706	$	68,755
Operating expenses			(31,604)		(3,742)		(35,346)
Interest expense			(13,894)		(1,742)		(15,636)
Other, net (c)			26,188		3,943		30,131
Provision for income taxes			(2,124)		(30)		(2,154)
	Income from continuing operations attributable to W. P. Carey	$	39,615	$	6,135	$	45,750
Total assets		$	965,418	$	82,987	$	1,048,405
Total long-lived assets (d)		$	961,298	$	73,447	$	1,034,745

__________

• All years include operations in France, Germany, Poland and Spain. The year ended December 31, 2012 also includes operations in Belgium, Finland, the Netherlands and the United Kingdom through properties acquired from CPA®:15 in the Merger.
• Amount for the year ended December 31, 2012 includes our $15.1 million share of the net gain recognized by a jointly-owned entity in connection with selling its interests in the Médica investment.
• Includes Other interest income, Income from equity investments in real estate and the Managed REITs, Gain on change in control of interests, Other income and (expenses), and Net income attributable to noncontrolling interests.
• Consists of Net investments in real estate,Goodwill and Intangible assets,net, as applicable.

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Risk Management and Use of Derivative Financial Instruments (Details 8) In Thousands, unless otherwise specified		12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2012 Forward contracts USD ($)	Dec. 31, 2012 Forward contracts EUR (€)	Dec. 31, 2012 Forward contracts Minimum	Dec. 31, 2012 Forward contracts Maximum	Dec. 31, 2012 Forward Contract Two USD ($)	Dec. 31, 2012 Forward Contract Two EUR (€)	Dec. 31, 2012 Forward Contract Two Minimum	Dec. 31, 2012 Forward Contract Two Maximum
Derivative Disclosure
Notional Amount			€ 50,648				€ 8,700
Floor price		1.27	1.27			1.34	1.34
Cap price		1.30	1.30			1.35	1.35
Effective Date		May 01, 2012	May 01, 2012			Dec. 01, 2012	Dec. 01, 2012
Expiration Date				Mar. 01, 2013	Jun. 01, 2017			Sep. 01, 2017	Mar. 01, 2018
Fair Value	$ (2,067)	$ (2,051)				$ (16)

XML

Schedule III (Tables)

12 Months Ended

Dec. 31, 2012

Schedule III - Real Estate and Accumualated Depreciation

Real Estate And Accumulated Depreciation By Property

Description		Encumbrances		Initial Cost to Company - Land		Initial Cost to Company - Buildings		Costs Capitalized Subsequent to Acquisition (a)		Increase (Decrease) in Net Investments (b)		Gross Amount at which Carried at Close of Period (c) - Land		Gross Amount at which Carried at Close of Period (c) - Buildings		Gross Amount at which Carried at Close of Period (c) - Total		Accumulated Depreciation (c)	Date Acquired	Life on which Depreciation in Latest Statement of Income is Computed
Real Estate Under Operating Leases:
Office facilities in Broomfield, CO	$	-	$	248	$	2,538	$	4,844	$	(2,069)	$	2,643	$	2,918	$	5,561	$	1,217	Jan. 1998	40 yrs.
Distribution facilities and warehouses in Erlanger, KY		12,000		1,526		21,427		2,966		141		1,526		24,534		26,060		9,431	Jan. 1998	40 yrs.
Retail store in Montgomery, AL		-		855		6,762		277		(6,978)		142		774		916		417	Jan. 1998	40 yrs.
Warehouse/distribution facilities in Anchorage, AK and Commerce, CA		-		4,905		11,898		-		12		4,905		11,910		16,815		1,636	Jan. 1998	40 yrs.
Office facility in Toledo, OH		-		224		2,408		-		-		224		2,408		2,632		1,003	Jan. 1998	40 yrs.
Industrial facility in Goshen, IN		-		239		940		-		-		239		940		1,179		133	Jan. 1998	40 yrs.
Office facility in Raleigh, NC		-		1,638		2,844		157		(2,554)		828		1,257		2,085		454	Jan. 1998	20 yrs.
Office facility in King of Prussia, PA		-		1,219		6,283		1,295		-		1,219		7,578		8,797		2,658	Jan. 1998	40 yrs.
Warehouse/distribution facility in Fort Lauderdale, FL		-		1,893		11,077		703		(8,449)		1,173		4,051		5,224		1,429	Jan. 1998	40 yrs.
Industrial facilities in Pinconning, MS		-		32		1,692		-		-		32		1,692		1,724		634	Jan. 1998	40 yrs.
Industrial facilities in San Fernando, CA		6,991		2,052		5,322		-		152		2,052		5,474		7,526		2,043	Jan. 1998	40 yrs.
Land leased in several cities in the following states: Alabama, Florida, Georgia, Illinois, Louisiana, Missouri, New Mexico, North Carolina, South Carolina, and Texas		139		9,382		-		-		(172)		9,210		-		9,210		-	Jan. 1998	N/A
Industrial facility in Milton, VT		-		220		1,579		-		-		220		1,579		1,799		592	Jan. 1998	40 yrs.
Land in Glendora, CA		-		1,135		-		-		17		1,152		-		1,152		-	Jan. 1998	N/A
Industrial facility in Doraville, GA		4,842		3,288		9,864		1,546		274		3,288		11,684		14,972		3,887	Jan. 1998	40 yrs.
Office facilities in Collierville, TN and warehouse/distribution facilities in Corpus Christi and College Station, TX		51,871		3,490		72,497		-		(15,008)		334		60,645		60,979		4,003	Jan. 1998	40 yrs.
Land in Irving and Houston, TX		8,313		9,795		-		-		-		9,795		-		9,795		-	Jan. 1998	N/A
Industrial facility in Chandler, AZ		12,066		5,035		18,957		7,435		541		5,035		26,933		31,968		8,959	Jan. 1998	40 yrs.
Warehouse/distribution facilities in Houston, TX		-		167		885		73		-		167		958		1,125		345	Jan. 1998	40 yrs.
Office facilities in Bridgeton, MO		-		842		4,762		1,627		71		842		6,460		7,302		1,552	Jan. 1998	40 yrs.
Industrial facility in Industry, CA		-		3,789		13,164		1,872		318		3,789		15,354		19,143		4,608	Jan. 1998	40 yrs.
Retail stores in Drayton Plains, MI and Citrus Heights, CA		-		1,039		4,788		165		193		1,039		5,146		6,185		1,049	Jan. 1998	35 yrs.
Warehouse/distribution facility in Memphis, TN		-		1,882		3,973		-		(3,893)		328		1,634		1,962		538	Jan. 1998	15 yrs.
Retail store in Bellevue, WA		8,269		4,125		11,812		393		(123)		4,371		11,836		16,207		4,352	Apr. 1998	40 yrs.
Office facility in Houston, TX		-		3,260		22,574		1,628		(23,311)		211		3,940		4,151		2,944	Jun. 1998	40 yrs.
Office facility in Rio Rancho, NM		8,162		1,190		9,353		1,504		-		1,467		10,580		12,047		3,598	Jul. 1998	40 yrs.
Vacant office facility in Moorestown, NJ		-		351		5,981		943		43		351		6,967		7,318		2,890	Feb. 1999	40 yrs.
Office facility in Norcross, GA		28,347		5,200		25,585		11,822		-		5,200		37,407		42,607		12,327	Jun. 1999	40 yrs.
Office facility in Tours, France		4,991		1,034		9,737		342		4,169		1,451		13,831		15,282		4,154	Sep. 2000	40 yrs.
Office facility in Illkirch, France		13,171		-		18,520		-		9,116		-		27,636		27,636		8,826	Dec. 2001	40 yrs.
Industrial and warehouse/distribution facilities in Lenexa, KS; Winston-Salem, NC; and Dallas, TX		-		1,860		12,539		-		5		1,860		12,544		14,404		3,310	Sep. 2002	40 yrs.
Office facilities in Playa Vista and Venice, CA		50,306		2,032		10,152		52,816		1		5,889		59,112		65,001		2,853	Sep. 2004; Sep. 2012	40 yrs.
Warehouse/distribution facility in Greenfield, IN		-		2,807		10,335		223		(8,383)		967		4,015		4,982		853	Sep. 2004	40 yrs.
Warehouse/distribution facilities in Birmingham, AL		4,425		1,256		7,704		-		-		1,256		7,704		8,960		1,597	Sep. 2004	40 yrs.
Industrial facility in Scottsdale, AZ		1,229		586		46		-		-		586		46		632		10	Sep. 2004	40 yrs.
Retail store in Hot Springs, AR		-		850		2,939		2		(2,614)		-		1,177		1,177		245	Sep. 2004	40 yrs.
Industrial facilities in Apopka, FL		-		362		10,855		569		(155)		337		11,294		11,631		2,287	Sep. 2004	40 yrs.
Land in San Leandro, CA		-		1,532		-		-		-		1,532		-		1,532		(1)	Dec. 2006	N/A
Industrial facility in Sunnyvale, CA		-		1,663		3,571		-		-		1,663		3,571		5,234		803	Dec. 2006	27 yrs.
Fitness and recreational sports center in Austin, TX		3,165		1,725		5,168		-		-		1,725		5,168		6,893		1,103	Dec. 2006	28.5 yrs.
Retail store in Wroclaw, Poland		8,309		3,600		10,306		-		(1,958)		3,305		8,643		11,948		1,093	Dec. 2007	40 yrs.
Office facility in Fort Worth, TX		33,631		4,600		37,580		-		-		4,600		37,580		42,180		2,740	Feb. 2010	40 yrs.
Warehouse/distribution facility in Mallorca, Spain		-		11,109		12,636		-		2,212		12,161		13,796		25,957		891	Jun. 2010	40 yrs.
Industrial and office facilities in San Diego, CA		33,527		7,247		29,098		967		(5,514)		4,762		27,036		31,798		1,982	May. 2011	40 yrs.
Retail stores in Florence, AL; Snellville, GA; Concord, NC; Rockport, TX; and Virginia Beach, VA		22,000		5,646		12,367		-		-		5,646		12,367		18,013		109	Sep. 2012	40 yrs.
Hospitality facilities in Irvine, Sacramento, and San Diego, CA; Orlando, FL; Des Plaines, IL; Indianapolis, IN; Louisville, KY; Linthicum Heights, MD; Newark, NJ; Albuquerque, NM; and Spokane, WA		140,000		32,680		198,999		-		-		32,680		198,999		231,679		1,369	Sep. 2012	34 - 37 yrs.
Industrial facilities in Bluffton, OH; Auburn, IN; and Milan, TN		-		2,564		6,998		-		-		2,564		6,998		9,562		58	Sep. 2012	30 yrs.
Land in Irvine, CA		1,666		4,173		-		-		-		4,173		-		4,173		-	Sep. 2012	N/A
Office facility in Alpharetta, GA		7,699		2,198		6,349		-		-		2,198		6,349		8,547		53	Sep. 2012	30 yrs.
Office facility in Clinton, NJ		25,714		2,866		34,834		-		-		2,866		34,834		37,700		290	Sep. 2012	30 yrs.
Office facilities in St. Petersburg, FL		18,481		3,280		24,627		-		-		3,280		24,627		27,907		205	Sep. 2012	30 yrs.
Movie theatre in Baton Rouge, LA		10,025		4,168		5,724		-		-		4,168		5,724		9,892		48	Sep. 2012	30 yrs.
Office facilities in San Diego, CA		17,470		7,804		16,729		-		-		7,804		16,729		24,533		139	Sep. 2012	30 yrs.
Industrial facilities in Richmond, CA		-		895		1,953		-		-		895		1,953		2,848		16	Sep. 2012	30 yrs.
Warehouse/distribution and industrial facilities in Kingman, AZ; Woodland, CA; Jonesboro, GA; Kansas City, MO; Springfield, OR; Fogelsville, PA; and Corsicana, TX		64,836		16,386		84,668		-		-		16,386		84,668		101,054		700	Sep. 2012	30 yrs.
Warehouse/distribution facilities in Lens, Nimes, Colomiers, Thuit Hebert, Ploufragen, and Cholet, France		94,059		15,779		89,421		-		2,929		16,219		91,910		108,129		764	Sep. 2012	30 yrs.
Warehouse/distribution facilities in Orlando, FL; Macon, GA; Rocky Mount, NC, and Lewisville, TX		14,645		2,163		17,715		-		-		2,163		17,715		19,878		148	Sep. 2012	30 yrs.
Fitness and recreational sports center in Newton, MA		7,655		1,897		11,451		-		-		1,897		11,451		13,348		94	Sep. 2012	30 yrs.
Industrial facilities in Chattanooga, TN		-		558		5,923		-		-		558		5,923		6,481		49	Sep. 2012	30 yrs.
Industrial facilities in Mooresville, NC		6,512		756		9,775		-		-		756		9,775		10,531		80	Sep. 2012	30 yrs.
Industrial facility in MaCalla, AL		6,307		960		14,472		-		-		960		14,472		15,432		115	Sep. 2012	31 yrs.
Office facility in Lower Makefield Township, PA		10,874		1,726		12,781		-		-		1,726		12,781		14,507		105	Sep. 2012	30 yrs.
Industrial facility in Fort Smith, AZ		-		1,063		6,159		-		-		1,063		6,159		7,222		50	Sep. 2012	30 yrs.
Retail facilities in Greenwood, IN and Buffalo, NY		8,893		-		19,990		-		-		-		19,990		19,990		161	Sep. 2012	30 - 31 yrs.
Industrial facilities in Bowling Green, KY and Jackson, TN		7,436		1,492		8,182		-		-		1,492		8,182		9,674		66	Sep. 2012	31 yrs.
Industrial facilities in Mattoon, IL; Holyoke, MA; and Morristown, TN and a warehouse/distribution facility in Westfield, MA		5,245		1,891		11,064		-		-		1,891		11,064		12,955		90	Sep. 2012	31 yrs.
Industrial facility in Rancho Cucamonga, CA and educational facilities in Glendale Heights, IL; Exton, PA; and Avondale, AZ		37,911		14,006		33,683		-		-		14,006		33,683		47,689		263	Sep. 2012	31 - 32 yrs.
Sports facilities in Rochester Hills and Canton, MI		22,160		5,447		9,988		-		-		5,447		9,988		15,435		81	Sep. 2012	31 yrs.
Industrial facilities in St. Petersburg, FL; Buffalo Grove, IL; West Lafayette, IN; Excelsior Springs, MO; and North Versailles, PA		12,860		6,559		19,078		-		-		6,559		19,078		25,637		153	Sep. 2012	31 yrs.
Industrial facilities in Tolleson, AZ; Alsip, IL; and Solvay, NY		15,164		6,080		23,424		-		-		6,080		23,424		29,504		187	Sep. 2012	31 yrs.
Land in Kahl, Germany		10,573		6,694		-		-		186		6,880		-		6,880		-	Sep. 2012	N/A
Land in Memphis, TN and sports facilities in Bedford, TX and Englewood, CO		8,050		4,877		4,258		-		-		4,877		4,258		9,135		34	Sep. 2012	31 yrs.
Office facilities in Brussels, Belgium		11,094		1,505		6,026		-		210		1,547		6,194		7,741		48	Sep. 2012	32 yrs.
Warehouse/distribution facilities in Oceanside, CA and Concordville, PA		4,506		3,333		8,270		-		-		3,333		8,270		11,603		66	Sep. 2012	31 yrs.
Office facility in Peachtree City, GA		3,962		1,205		5,907		-		-		1,205		5,907		7,112		47	Sep. 2012	31 yrs.
Self-storage and trucking facilities in numerous locations throughout the U.S.		154,658		74,551		319,186		-		-		74,551		319,186		393,737		2,527	Sep. 2012	31 yrs.
Warehouse/distribution facility in La Vista, NE		22,340		4,196		23,148		-		-		4,196		23,148		27,344		173	Sep. 2012	33 yrs.
Office facility in Pleasanton, CA		12,861		3,675		7,468		-		-		3,675		7,468		11,143		59	Sep. 2012	31 yrs.
Office facility in San Marcos, TX		-		440		688		-		-		440		688		1,128		5	Sep. 2012	31 yrs.
Office facilities in Espoo, Finland		58,910		40,555		15,662		-		1,565		41,684		16,098		57,782		127	Sep. 2012	31 yrs.
Office facility in Conflans, France		20,378		7,208		11,333		-		516		7,409		11,648		19,057		91	Sep. 2012	31 yrs.
Office facilities in Chicago, IL		15,499		2,169		19,010		-		-		2,169		19,010		21,179		149	Sep. 2012	31 yrs.
Industrial facility in Louisville, CO		10,417		5,342		8,786		-		-		5,342		8,786		14,128		69	Sep. 2012	31 yrs.
Industrial facilities in Hollywood and Orlando, FL		-		3,639		1,269		-		-		3,639		1,269		4,908		10	Sep. 2012	31 yrs.
Industrial facility in Golden, CO		-		808		4,304		-		-		808		4,304		5,112		36	Sep. 2012	30 yrs.
Industrial facilities in Texarkana, TX and Orem, UT		2,699		1,755		4,493		-		-		1,755		4,493		6,248		35	Sep. 2012	31 yrs.
Industrial facility in Eugene, OR		4,724		2,286		3,783		-		-		2,286		3,783		6,069		30	Sep. 2012	31 yrs.
Industrial facility in Neenah, WI		4,869		438		4,954		-		-		438		4,954		5,392		39	Sep. 2012	31 yrs.
Industrial facility in South Jordan, UT		13,075		2,183		11,340		-		-		2,183		11,340		13,523		89	Sep. 2012	31 yrs.
Warehouse/distribution facility in Ennis, TX		2,609		478		4,087		-		-		478		4,087		4,565		32	Sep. 2012	31 yrs.
Childcare facilities in Chandler and Tucson, AZ; Alhambra, Chino, Garden Grove, and Tustin, CA; Westland and Canton, MI; and Carrollton, Duncansville, and Lewisville, TX		-		6,343		379		-		(1,384)		5,338		-		5,338		-	Sep. 2012	N/A
Retail facility in Oklahoma City, OK		5,759		1,246		4,771		-		-		1,246		4,771		6,017		37	Sep. 2012	32 yrs.
Land in Farmington, CT and Braintree, MA		490		2,409		-		-		-		2,409		-		2,409		-	Sep. 2012	N/A
Office facilities in Helsinki, Finland		58,917		26,560		20,735		-		1,316		27,299		21,312		48,611		165	Sep. 2012	32 yrs.
Office facility in Paris, France		73,391		23,387		43,450		-		1,860		24,038		44,659		68,697		341	Sep. 2012	32 yrs.
Retail facilities in Bydgoszcz, Czestochowa, Jablonna, Katowice, Kielce, Lodz, Lubin, Olsztyn, Opole, Plock, Walbrzych, Warsaw, and Warszawa, Poland		148,643		26,564		72,866		-		2,768		27,303		74,895		102,198		785	Sep. 2012	23 - 34 yrs.
Office facility in Laupheim, Germany		-		2,072		8,339		-		290		2,130		8,571		10,701		107	Sep. 2012	20 yrs.
Industrial facilities in Danbury, CT and Bedford, MA		12,973		3,519		16,329		-		-		3,519		16,329		19,848		136	Sep. 2012	29 yrs.
	$	1,512,763	$	513,758	$	1,777,346	$	94,169	$	(53,660)	$	509,530	$	1,822,083	$	2,331,613	$	116,075

Description		Encumbrances		Initial Cost to Company - Land		Initial Cost to Company - Buildings		Costs Capitalized Subsequent to Acquisition (a)		Increase (Decrease) in Net Investment(b)		Gross Amount at which Carried at Close of Period Total	Date Acquired
Direct Financing Method:
Retail stores in several cities in the following states: Alabama, Florida, Georgia, Illinois, Louisiana, Missouri, New Mexico, North Carolina, South Carolina, and Texas	$	199	$	-	$	16,416	$	-	$	(384)	$	16,032	Jan. 1998
Office and industrial facilities in Glendora, CA and Romulus, MI		-		454		13,251		9		(2,437)		11,277	Jan. 1998
Industrial facilities in Thurmont, MD and Farmington, NY		-		729		6,093		-		(158)		6,664	Jan. 1998
Industrial facilities in Irving and Houston, TX		20,118		-		27,599		-		(3,897)		23,702	Jan. 1998
Retail facilities in Farmington, CT and Braintree, MA		3,010		-		8,761		-		-		8,761	Sep. 2012
Education facilities in Chandler and Tucson, AZ; Alhambra, Chino, Garden Grove, and Tustin, CA; Naperville, IL; Westland and Canton, MI; and Carrollton, Duncansville, and Lewisville, TX		-		-		7,840		-		-		7,840	Sep. 2012
Industrial facility in Owingsville, KY		113		309		5,741		-		(88)		5,962	Sep. 2012
Retail facility in Freehold, NJ		6,515		-		17,067		-		(12)		17,055	Sep. 2012
Office facilities in Corpus Christi, Odessa, San Marcos, and Waco, TX		5,313		2,089		14,211		-		(102)		16,198	Sep. 2012
Retail facilities in Osnabruck, Borken, Bunde, Arnstadt, Dorsten, Duisburg, Freiberg, Leimbach-Kaiserro, Monheim, Oberhausen, Rodewisch, Sankt Augustin, Schmalkalden, Stendal, Wuppertal, and Monheim, Germany		87,982		28,734		145,854		-		4,837		179,425	Sep. 2012
Warehouse/distribution facility in Birmingham, United Kingdom		10,903		2,147		12,357		-		117		14,621	Sep. 2012
Warehouse/distribution facilities in Mesquite, TX		6,905		2,851		15,899		-		(38)		18,712	Sep. 2012
Industrial facility in Rochester, MN		5,211		881		17,039		-		39		17,959	Sep. 2012
Office facility in Irvine, CA		6,792		-		17,027		-		(19)		17,008	Sep. 2012
Sports facility in Memphis, TN		1,890		-		4,823		-		(33)		4,790	Sep. 2012
Industrial facility in Brownwood, TX		-		722		6,268		-		-		6,990	Sep. 2012
Education facility in Glendale Heights, IL		-		-		3,009		-		-		3,009	Sep. 2012
	$	154,951	$	38,916	$	339,255	$	9	$	(2,175)	$	376,005

Description		Encumbrances		Initial Cost to Company - Land		Initial Cost to Company - Buildings		Initial Cost to Company - Personal Property		Costs Capitalized Subsequent to Acquisition (a)		Increase (Decrease) in Net Investments (b)		Gross Amount at which Carried at Close of Period (c) - Land		Gross Amount at which Carried at Close of Period (c) - Buildings		Gross Amount at which Carried at Close of Period (c) - Personal Property		Gross Amount at which Carried at Close of Period (c) - Total		Accumulated Depreciation (c)	Date Acquired	Life on which Depreciation in Latest Statement of Income is computed
Operating Real Estate:
Hotel in Livonia, MI	$	-	$	2,765	$	11,087	$	3,816	$	18,733	$	(20,440)	$	892	$	5,556	$	9,513	$	15,961	$	10,961	Jan. 1998	7-40 yrs.
Self-storage facilities in Taunton, North Andover, North Billerica, and Brockton, MA		9,532		4,300		12,274		-		254		(478)		4,300		12,050		-		16,350		2,036	Dec. 2006	25-40 yrs.
Self-storage facility in Newington, CT		2,073		520		2,973		-		241		(121)		520		3,093		-		3,613		468	Dec. 2006	40 yrs.
Self-storage facility in Killeen, TX		3,226		1,230		3,821		-		339		(179)		1,230		3,981		-		5,211		648	Dec. 2006	30 yrs.
Self-storage facility in Rohnert Park, CA		3,108		1,761		4,989		-		40		-		1,761		5,029		-		6,790		748	Jan. 2007	40 yrs.
Self-storage facility in Fort Worth, TX		2,150		1,030		4,176		-		33		-		1,030		4,209		-		5,239		626	Jan. 2007	40 yrs.
Self-storage facility in Augusta, GA		1,876		970		2,442		-		48		-		970		2,490		-		3,460		367	Feb. 2007	39 yrs.
Self-storage facility in Garland, TX		1,435		880		3,104		-		57		-		880		3,161		-		4,041		461	Feb. 2007	40 yrs.
Self-storage facility in Lawrenceville, GA		2,314		1,410		4,477		-		82		-		1,411		4,558		-		5,969		717	Mar. 2007	37 yrs.
Self-storage facility in Fairfield, OH		1,824		540		2,640		-		19		-		540		2,659		-		3,199		508	Apr. 2007	30 yrs.
Self-storage facility in Tallahassee, FL		3,629		850		5,736		-		7		-		850		5,743		-		6,593		809	Apr. 2007	40 yrs.
Self-storage facility in Lincolnshire, IL		1,955		1,477		1,519		-		96		-		1,477		1,615		-		3,092		220	Jul. 2010	18 yrs.
Self-storage facility in Chicago, IL		1,683		823		912		-		627		-		823		1,539		-		2,362		278	Jul. 2010	15 yrs.
Self-storage facility in Chicago, IL		1,411		700		733		-		556		-		700		1,289		-		1,989		223	Jul. 2010	15 yrs.
Self-storage facility in Bedford Park, IL		1,713		809		1,312		-		200		-		809		1,512		-		2,321		196	Jul. 2010	20 yrs.
Self-storage facility in Bentonville, AR		2,024		1,050		1,323		-		22		-		1,050		1,345		-		2,395		131	Sep. 2010	24 yrs.
Self-storage facility in Tallahassee, FL		3,848		570		3,447		-		30		-		570		3,477		-		4,047		262	Sep. 2010	30 yrs.
Self-storage facility in Pensacola, FL		1,801		560		2,082		-		5		-		560		2,087		-		2,647		156	Sep. 2010	30 yrs.
Self-storage facility in Chicago, IL		2,081		1,785		2,616		-		23		-		1,785		2,639		-		4,424		178	Oct. 2010	32 yrs.
	$	47,683	$	24,030	$	71,663	$	3,816	$	21,412	$	(21,218)	$	22,158	$	68,032	$	9,513	$	99,703	$	19,993

		Reconciliation of Real Estate Subject to
		Operating Leases
		Years Ended December 31,
		2012		2011		2010
Balance at beginning of year		$	646,482	$	560,592	$	525,607
Additions			1,777,443		107,484		67,787
Dispositions			(75,548)		(22,106)		(18,896)
Foreign currency translation adjustment			13,263		(1,837)		(2,142)
Reclassification from (to) equity investment, direct financing lease,
	intangible assets or assets held for sale		(17,681)		20,105		1,790
Deconsolidation of real estate asset			-		(5,938)		-
Impairment charges			(12,346)		(11,818)		(13,554)
Balance at end of year		$	2,331,613	$	646,482	$	560,592

		Reconciliation of Accumulated Depreciation for
		Real Estate Subject to Operating Leases
		Years Ended December 31,
		2012		2011		2010
Balance at beginning of year		$	118,054	$	108,032	$	100,247
Depreciation expense			24,302		15,179		13,437
Dispositions			(22,947)		(5,785)		(5,000)
Foreign currency translation adjustment			358		(396)		(839)
Reclassification from (to) equity investment, direct financing lease,
	intangible assets or assets held for sale		(3,692)		2,339		187
Deconsolidation of real estate asset			-		(1,315)		-
Balance at end of year		$	116,075	$	118,054	$	108,032

	Reconciliation of Operating Real Estate
	Years Ended December 31,
	2012		2011		2010
Balance at beginning of year	$	109,875	$	109,851	$	85,927
Additions/capital expenditures		295		24		23,924
Impairment charges		(10,467)		-		-
Balance at end of year	$	99,703	$	109,875	$	109,851

	Reconciliation of Accumulated Depreciation for
	Operating Real Estate
	Years Ended December 31,
	2012		2011		2010
Balance at beginning of year	$	17,121	$	14,280	$	12,039
Depreciation expense		2,872		2,841		2,241
Balance at end of year	$	19,993	$	17,121	$	14,280

XML

Equity (Details 5) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Earnings Per Share
Net income attributable to W. P. Carey	$ 15,477	$ 2,588	$ 31,777	$ 12,290	$ 9,091	$ 25,202	$ 81,443	$ 23,343	$ 62,132	$ 139,079	$ 73,972
Allocation of earnings to participating unvested RSUs									(535)	(2,130)	(440)
Net Income - basic									61,597	136,949	73,532
Income effect of dilutive securities, net of taxes									23	1,076	724
Net Income - diluted									$ 61,620	$ 138,025	$ 74,256
Weighted average shares outstanding-basic									47,389,460	39,819,475	39,514,746
Effect of dilutive securities									689,014	278,620	493,148
Weighted average shares outstanding-diluted									48,078,474	40,098,095	40,007,894
Anti dilutive shares										207,258	247,750

XML

Impairment Charges (Tables)

12 Months Ended

Dec. 31, 2012

Impairment Charges

Schedule Of Asset Impairments

			Years Ended December 31,
			2012		2011		2010
Real estate			$	-	$	243	$	-
Operating real estate				10,467		-		-
Net investments in direct financing leases				-		(1,608)		1,140
	Total impairment charges included in expenses			10,467		(1,365)		1,140
Equity investments in real estate		(a)		9,910		206		1,394
	Total impairment charges included in continuing operations			20,377		(1,159)		2,534
Impairment charges included in discontinued operations				12,495		11,838		14,241
	Total impairment charges		$	32,872	$	10,679	$	16,775

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Stock-Based Compensation and Other Compensation (Details 1)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2003	Dec. 31, 2012 2009 Incentive Plan	Dec. 31, 2011 2009 Incentive Plan	Dec. 31, 2010 2009 Incentive Plan	Dec. 31, 2012 2009 Incentive Plan Employment Contracts	Dec. 31, 2011 2009 Incentive Plan Employment Contracts
Stock Issued or Granted During Period, Share-based Compensation
Restricted stock award issued during period, gross		1,500,000	259,400	524,550	140,050	78,000	340,000
Peformance stock award issued during period, gross			314,400	291,600	159,250	142,000	100,000
Peformance stock award issued during period gross, excluded	10,000					20,000	20,000

XML

Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Consolidated Statements of Comprehensive Income
Net Income	$ 62,779	$ 139,138	$ 74,951
Other Comprehensive Income (Loss):
Foreign currency translation adjustments	7,809	(1,796)	(1,227)
Unrealized loss on derivative instrument	(2,262)	(3,588)	(757)
Change in unrealized (depreciation) appreciation on marketable securities	(7)	(11)	6
Change in other comprehensive (loss) income	5,540	(5,395)	(1,978)
Comprehensive Income	68,319	133,743	72,973
Amounts Attributable to Noncontrolling Interests
Net (income) loss attributable to non controlling interest	(607)	1,864	314
Foreign currency translation adjustment	(1,676)	346	(816)
Comprehensive (income) loss attributable to noncontrolling interests	(2,283)	2,210	(502)
Amounts Attributable to Redeemable Noncontrolling Interest
Less: Net income attributable to redeemable noncontrolling interest	(40)	(1,923)	(1,293)
Foreign currency translation adjustment	(6)	5	12
Comprehensive loss (income) attributable to redeemable noncontrolling interest	(46)	(1,918)	(1,281)
Comprehensive Income Attributable to W. P. Carey	$ 65,990	$ 134,035	$ 71,190

XML

Risk Management and Use of Derivative Financial Instruments (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Derivatives Not Designated as Hedging Instruments
Stock warrants	$ 1,720
Interest rate swap	(16,686)
Total derivatives, assets	1,745
Total derivatives, liabilities	(24,578)	(4,175)
Foreign currency contracts
Derivatives Designated as Hedging Instruments
Derivative Instruments in Hedges, Assets, at Fair Value	25
Derivative Instruments in Hedges, Liabilities, at Fair Value	(2,067)
Interest rate swap
Derivatives Designated as Hedging Instruments
Derivative Instruments in Hedges, Liabilities, at Fair Value	$ (5,825)	$ (4,175)

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Business and Basis of Presentation

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies

Note 2.Summary of Significant Accounting Policies

Basis of Consolidation

The consolidated financial statements reflect all of our accounts, including those of our majority-owned and/or controlled subsidiaries. The portion of equity in a subsidiary that is not attributable, directly or indirectly, to us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated.The consolidated financial statements include the historical results of our predecessor prior to the REIT Reorganization and the Merger.

When we obtain an economic interest in an entity, we evaluate the entity to determine if it is deemed a VIE and, if so, whether we are deemed to be the primary beneficiary and are therefore required to consolidate the entity. Significant judgment is required to determine whether a VIE should be consolidated. We review the contractual arrangements provided for in the partnership agreement or other related contracts to determine whether the entity is considered a VIE, and to establish whether we have any variable interests in the VIE. We then compare our variable interests, if any, to those of the other variable interest holders to determine which party is the primary beneficiary of a VIE based on whether the entity (i)has the power to direct the activities that most significantly impact the economic performance of the VIE, and (ii)has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

For an entity that is not considered to be a VIE, the general partners in a limited partnership (or similar entity) are presumed to control the entity regardless of the level of their ownership and, accordingly, may be required to consolidate the entity. We evaluate the partnership agreements or other relevant contracts to determine whether there are provisions in the agreements that would overcome this presumption. If the agreements provide the limited partners with either (a)the substantive ability to dissolve or liquidate the limited partnership or otherwise remove the general partners without cause or (b)substantive participating rights, the limited partners' rights overcome the presumption of control by a general partner of the limited partnership, and, therefore, the general partner must account for its investment in the limited partnership using the equity method of accounting.

We have investments in tenancy-in-common interests in various domestic and international properties. Consolidation of these investments is not required as such interests do not qualify as VIEs and do not meet the control requirement required for consolidation. Accordingly, we account for these investments using the equity method of accounting. We use the equity method of accounting because the shared decision-making involved in a tenancy-in-common interest investment provides us with significant influence on the operating and financial decisions of these investments.

We apply accounting guidance for consolidation of VIEs to certain entities in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  Fixed price purchase and renewal options within a lease as well as certain decision-making rights within a loan can cause us to consider an entity a VIE.

Additionally, we own interests in single-tenant net leased properties leased to companies through noncontrolling interests in partnerships and limited liability companies that we do not control but over which we exercise significant influence. We account for these investments under the equity method of accounting. At times the carrying value of our equity investments may fall below zero for certain investments. We intend to fund our share of the investments' future operating deficits should the need arise. However, we have no legal obligation to pay for any of the liabilities of such investments nor do we have any legal obligation to fund operating deficits.

One of our directors and officers was the sole shareholder of Livho, a subsidiary that operates a hotel investment (Note 4). We consolidated the accounts of Livho in our consolidated financial statements because it was a VIE and we were its primary beneficiary. In order to streamline Livho's corporate structure, in August 2012, the director and officer transferred his ownership interest in Livho to one of our subsidiaries, Carey REIT II, Inc. (“Carey REIT II”), for no consideration. Immediately after the ownership transfer, Livho is no longer a VIE as we own 100% of the entity. We continue to consolidate the accounts of Livho.

We formed CWI in March 2008 for the purpose of acquiring interests in lodging and lodging-related properties. In April 2010, CWI filed a registration statement with the SEC to sell up to $1.0 billion of its common stock in an initial public offering plus up to an additional $237.5 million of its common stock under a dividend reinvestment plan. This registration statement was declared effective by the SEC in September 2010. Through December 31, 2010, the financial activity of CWI, which had no significant assets, liabilities or operations, was included in our consolidated financial statements, as we owned all of CWI's outstanding common stock. Beginning in 2011, we have accounted for our interest in CWI under the equity method of accounting because, as the advisor, we do not exert control over, but we have the ability to exercise significant influence on, CWI. Similarly, we formed a new CPA® REIT, CPA®:18 – Global, in September 2012. Through December 31, 2012, the financial activity of CPA®:18 – Global, which had no significant assets, liabilities or operations, was included in our consolidated financial statements.

Reclassifications and Revisions

Certain prior year amounts have been reclassified to conform to the current year presentation. The consolidated financial statements included in this Report have been retrospectively adjusted to reflect the disposition (or planned disposition) of certain properties as discontinued operations and certain adjustments related to purchase price allocation for all periods presented.

Purchase Price Allocation

In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business.Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity.In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain from a bargain purchase. We immediately expense acquisition-related costs and fees associated with business combinations.

When we acquire properties with leases classified as operating leases, we allocate the purchase price to the tangible and intangible assets and liabilities acquired based on their estimated fair values. We determine the value of the tangible assets, consisting of land and buildings, as if vacant, and site improvements, and record intangible assets, including the above-market and below-market value of leases and the value of in-place leases at their relative estimated fair values.Land is typically valued utilizing the sales comparison (or market approach). Buildings, as if vacant, are valued using the cost and/or income approach. Site improvements are valued using the cost approach. The fair value of real estate is determined by reference to portfolio appraisals which determines their values, on a property level, by applying a discounted cash flow analysis to the estimated net operating income for each property in the portfolio during the remaining anticipated lease term, and the estimated residual value of each property from a hypothetical sale of the property upon expiration after considering the re-tenanting of such property at estimated then current market rental rate, at a selected capitalization rate and deducting estimated costs of sale. The proceeds from a hypothetical sale are derived by capitalizing the estimated net operating income of each property for the year following lease expiration at an estimated residual capitalization rate. The discount rates and residual capitalization rates used to value the properties are selected based on several factors, including the creditworthiness of the lessees, industry surveys, property type, location and age, current lease rates relative to market lease rates and anticipated lease duration. In the case where a tenant has a purchase option deemed to be materially favorable to the tenant, or the tenant has long-term renewal options at rental rates below estimated market rental rates, the appraisal assumes the exercise of such purchase option or long-term renewal options in its determination of residual value.Where a property is deemed to have excess land, the discounted cash flow analysis includes the estimated excess land value at the assumed expiration of the lease, based upon an analysis of comparable land sales or listings in the general market area of the property grown at estimated market growth rates through the year of lease expiration.For those properties that are under contract for sale, the appraised value of the portfolio reflects the current contractual sale price of such properties.See Real Estate Leased to Others and Depreciation below for a discussion of our significant accounting policies related to tangible assets. We include the value of below-market leases in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements.

We record above-market and below-market lease values for owned properties based on the present value (using a discount 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)our estimate of fair market lease rates for the property or equivalent property, both of which are measured over a period equal to the estimated lease term which includes renewal options with rental rates below estimated market rental rates. We amortize the capitalized above-market lease value as a reduction of rental income over the estimated market lease term. We amortize the capitalized below-market lease value as an increase to rental income over the initial term and any fixed rate renewal periods in the respective leases.

We measure the fair value of the below-market purchase option liability we acquired in connection with the Merger as the excess of the present value of the fair value of the real estate over the present value of the tenant's exercise price at the option date.

The value of any in-place lease is estimated to be equal to the property owners' avoidance of costs necessary to release the property for a lease term equal to the remaining primary in-place lease term and the value of investment grade tenancy. The cost avoidance to the property owners' of vacancy/leasing costs necessary to lease the property for a lease term equal to the remaining in-place lease term is derived first by determining the in-place lease term on the subject lease. Then, based on our review of the market, the cost to be borne by a property owner to replicate a market lease to the remaining in-place term was estimated. These costs consist of: (i) rent lost during downtime (i.e. assumed periods of vacancy), (ii) estimated expenses that would be incurred by the property owner during periods of vacancy (iii) rent concessions (i.e. free rent) (iv) leasing commissions and (v) tenant improvements allowances given to tenants. We determine these values using our estimates or by relying in part upon third-party appraisals. We amortize the capitalized value of in-place lease intangibles to expense over the remaining initial term of each lease.We amortize the capitalized value of tenant relationships to expense over the initial and expected renewal terms of the lease.No amortization period for intangibles will exceed the remaining depreciable life of the building.

If a lease is terminated, we charge the unamortized portion of above-market and below-market lease values to lease revenue, and in-place lease and tenant relationship values to amortization expense.

When we acquire leveraged properties, the fair value of debt instruments acquired is determined using a discounted cash flow model with rates that take into account the credit of the tenants, where applicable, and interest rate risk.Such resulting premium or discount is amortized over the remaining term of the obligation. We also consider the value of the underlying collateral taking into account the quality of the collateral, the credit quality of the company, the time until maturity and the current interest rate.

Goodwill

In the case of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid per the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. We allocated goodwill to the respective reporting units in which such goodwill arose. Goodwill acquired in the Merger was attributed to the Real Estate Ownership segment which comprises one reporting unit. In the event we dispose of a property that constitutes a business under GAAP from a reporting unit with goodwill, which is less than all of the reporting unit, we allocate a portion of the reporting unit's goodwill to that business in determining the gain or loss on the disposal of the business. The amount of goodwill allocated to the business is based on the relative fair value of the business for the reporting unit.

Operating Real Estate

We carry land and buildings and personal property at cost less accumulated depreciation. We capitalize improvements, while we expense replacements, maintenance and repairs that do not improve or extend the lives of the respective assets as incurred.

Assets Held for Sale

We classify those assets that are associated with operating leases as held for sale when we have entered into a contract to sell the property, all material due diligence requirements have been satisfied and we believe it is probable that the disposition will occur within one year. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less estimated costs to sell, which is generally calculated as the expected sale price, less expected selling costs. The results of operations and the related gain or loss on sale of properties that have been sold or that are classified as held for sale and which we will have no continuing involvement in are included in discontinued operations (Note17).

If circumstances arise that we previously considered unlikely and, as a result, we decide not to sell a property previously classified as held for sale, we reclassify the property as held and used. We measure and record a property that is reclassified as held and used at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii)the estimated fair value at the date of the subsequent decision not to sell.

We recognize gains and losses on the sale of properties when, among other criteria, we no longer have continuing involvement, the parties are bound by the terms of the contract, all consideration has been exchanged and all conditions precedent to closing have been performed. At the time the sale is consummated, a gain or loss is recognized as the difference between the sale price, less any selling costs, and the carrying value of the property.

Cash

Our cash is held in the custody of several financial institutions, and these balances, at times, exceed federally insurable limits. We seek to mitigate this risk by depositing funds only with major financial institutions.

Other Assets and Liabilities

We include prepaid expenses, deferred rental income, tenant receivables, deferred charges, escrow balances held by lenders, restricted cash balances, marketable securities, derivative assets and corporate fixed assets in Other assets. We include derivative instruments; miscellaneous amounts held on behalf of tenants; and deferred revenue, including unamortized below-market rent intangibles and unamortizable below-market purchase options in Other liabilities. Deferred charges are costs incurred in connection with mortgage financings and refinancings that are amortized over the terms of the mortgages and included in Interest expense in the consolidated financial statements. Deferred rental income is the aggregate cumulative difference for operating leases between scheduled rents that vary during the lease term, and rent recognized on a straight-line basis. Marketable securities are classified as available-for-sale securities and reported at fair value with unrealized gains and losses on these securities reported as a component of Other comprehensive income until realized.

Allowance for Doubtful Accounts

We consider direct finance leases to be past-due or delinquent when a contractually required principal or interest payment is not remitted in accordance with the provisions of the underlying agreement.  We evaluate each account individually and set up an allowance when, based upon current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms, and the amount can be reasonably estimated. 

Revenue Recognition

Real Estate Leased to Others

We lease real estate to others primarily on a triple-net leased basis, whereby the tenant is generally responsible for all operating expenses relating to the property, including property taxes, insurance, maintenance, repairs, renewals and improvements. We charge expenditures for maintenance and repairs, including routine betterments, to operations as incurred. We capitalize significant renovations that increase the useful life of the properties. For the years ended December31, 2012, 2011 and 2010, although we are legally obligated for payment pursuant to our lease agreements with our tenants, lessees were responsible for the direct payment to the taxing authorities of real estate taxes of approximately $18.7million, $6.4 million and $7.7 million, respectively.

Substantially all of our leases provide for either scheduled rent increases, periodic rent adjustments based on formulas indexed to changes in the CPI or similar indices or percentage rents. CPI-based adjustments are contingent on future events and are therefore not included in straight-line rent calculations. We recognize rents from percentage rents as reported by the lessees, which is after the level of sales requiring a rental payment to us is reached. Percentage rents were insignificant for the periods presented.

We account for leases as operating or direct financing leases, as described below:

Operating leases — We record real estate at cost less accumulated depreciation; we recognize future minimum rental revenue on a straight-line basis over the non-cancellable leaseterm of the related leases and charge expenses to operations as incurred (Note 5).

Direct financing method — We record leases accounted for under the direct financing method at their net investment (Note 5). We defer and amortize unearned income to income over the lease term so as to produce a constant periodic rate of return on our net investment in the lease.

On an ongoing basis, we assess our ability to collect rent and other tenant-based receivables and determine an appropriate allowance for uncollected amounts. Because we have a limited number of lessees,we believe that it is necessary to evaluate the collectability of these receivables based on the facts and circumstances of each situation rather than solely using statistical methods. Therefore, in recognizing our provision for uncollected rents and other tenant receivables, we evaluate actual past due amounts and make subjective judgments as to the collectability of those amounts based on factors including, but not limited to, our knowledge of a lessee's circumstances, the age of the receivables, the tenant's credit profile and prior experience with the tenant. Even if a lessee has been making payments, we may reserve for the entire receivable amount if we believe there has been significant or continuing deterioration in the lessee's ability to meet its lease obligations.

Investment Management Operations

We earn structuring revenue and asset management revenue in connection with providing services to the Managed REITs. We earn structuring revenue for services we provide in connection with the analysis, negotiation and structuring of transactions, including acquisitions and dispositions and the placement of mortgage financing obtained by the Managed REITs. Asset management revenue consists of property management, leasing and advisory revenue. Receipt of the incentive revenue portion of the asset management revenue or performance revenue, however, which we received from CPA®:15 prior to the date of the Merger in 2012 and from CPA®:14 and CPA®:16 – Global prior to the CPA®:14/16 Merger in 2011, was subordinated to the achievement of specified cumulative return requirements by the stockholders of those CPA®REITs. At our option, the performance revenue could be collected in cash or shares of the CPAREIT (Note 4). In addition, we earn subordinated incentive and disposition revenue related to the disposition of properties. We may also earn termination revenue in connection with the termination of the advisory agreements for the Managed REITs.

We recognize all revenue as earned. We earn structuring revenue upon the consummation of a transaction and asset management revenue when services are performed. We recognize revenue subject to subordination only when the performance criteria of the Managed REIT is achieved and contractual limitations are not exceeded.

We earned subordinated disposition and incentive revenue from CPA®:15 until September 28, 2012 (Note 4)after its stockholders received their initial investment plus a specified preferred return. We may earn termination revenue if a liquidity event is consummated by any of the other Managed REITs.

We are also reimbursed for certain costs incurred in providing services, including broker-dealer commissions paid on behalf of the Managed REITs, marketing costs and the cost of personnel provided for the administration of the Managed REITs. We record reimbursement income as the expenses are incurred, subject to limitations on a Managed REIT's ability to incur offering costs.

Depreciation

We compute depreciation of building and related improvements using the straight-line method over the estimated remaining useful lives of the properties (not to exceed40 years) and furniture, fixtures and equipment (generally up to seven years). We compute depreciation of tenant improvements using the straight-line method over the lesser of the remaining term of the lease or the estimated useful life.

Impairments

We periodically assess whether there are any indicators that the value of our long-lived assets, including goodwill, may be impaired or that their carrying value may not be recoverable. These impairment indicators include, but are not limited to, the vacancy of a property that is not subject to a lease; a lease default by a tenant that is experiencing financial difficulty; the termination of a lease by a tenant; or the rejection of a lease in a bankruptcy proceeding. We may incur impairment charges on long-lived assets, including real estate, direct financing leases, assets held for sale and equity investments in real estate. We may also incur impairment charges on marketable securities and goodwill. Our policies for evaluating whether these assets are impaired are presented below.

Real Estate

For real estate assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property's asset group to the future net undiscounted cash flow that we expect the property's asset group will generate, including any estimated proceeds from the eventual sale of the property's asset group. The undiscounted cash flow analysis requires us to make our best estimate of, among other things, market rents, residual values, and holding periods. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows. If the future net undiscounted cash flow of the property's asset group is less than the carrying value, the property's asset group is considered to be impaired. We then measure the loss as the excess of the carrying value of the property's asset group over its estimated fair value.

Direct Financing Leases

We review our direct financing leases at least annually to determine whether there has been an other-than-temporary decline in the current estimate of residual value of the property. The residual value is our estimate of what we could realize upon the sale of the property at the end of the lease term, based on market information. If this review indicates that a decline in residual value has occurred that is other-than-temporary, we recognize an impairment charge equal to the difference between the fair value and carrying value, which is discounted at the internal rate of return of the project.

Assets Held for Sale

When we classify an asset as held for sale, we compare the asset's estimated fair value less estimated cost to sell to its carrying value, and if the estimated fair value less estimated cost to sell is less than the property's carrying value, we reduce the carrying value to the estimated fair value less estimated cost to sell. We will continue to review the initial impairment for subsequent changes in the estimated fair value, and may recognize an additional impairment charge, if warranted.

Equity Investments in Real Estate and the Managed REITs

We evaluate our equity investments in real estate and in the Managed REITs on a periodic basis to determine if there are any indicators that the value of our equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent impairment has occurred, we measure the charge as the excess of the carrying value of our investment over its estimated fair value. For equity investments in real estate, we calculate estimated fair value by multiplying the estimated fair value of the underlying venture's net assets by our ownership interest percentage. For certain investments in the Managed REITs, we calculate the estimated fair value of our investment using the most recently published NAV of each Managed REIT, which for CPA®:17 – Global and CWI is deemed to be their initial public offering prices.

Goodwill

We evaluate goodwill for possible impairment at least annually or upon the occurrence of a triggering event using a two-step process. To identify any impairment, we first compare the estimated fair value of each of our reporting units with their respective carrying amount, including goodwill. We calculate the estimated fair value of the Investment Management reporting unitby applying a multiple, based on comparable companies, to earnings.For the Real Estate Ownership reporting unit, we calculate its estimated fair value by applying a multiple common to the real estate community.The selection of the comparable companies and transactions to be used in our evaluation process could have a significant impact on the fair value of our reporting units and possible impairments. If the fair value of the reporting unitexceeds its carrying amount, we do not consider goodwill to be impaired and no further analysis is required. If the carrying amount of the reporting unitexceeds its estimated fair value, we then perform the second step to determine and measure the amount of the potential impairment charge.

For the second step, we compare the implied fair value of the goodwill for each reporting unitwith its respective carrying amount and record an impairment charge equal to the excess of the carrying amount over the implied fair value. We determine the implied fair value of the goodwill by allocating the estimated fair value of the reporting unitto its assets and liabilities. The excess of the estimated fair value of the reporting unitover the amounts assigned to its assets and liabilities is the implied fair value of the goodwill.

We evaluate goodwill on an annual basis or upon the occurrence of a triggering event.The goodwill recorded in our Investment Management reporting unit is evaluated in the fourth quarter of every year.In connection with the Merger, we recorded goodwill in our Real Estate Ownership reporting unit.Prior to the Merger, there was no goodwill recorded in our Real Estate Ownership reporting unit.We will evaluate the goodwill recorded in our Real Estate Ownership reporting unit in the second quarter of every year.

Stock-Based Compensation

We have granted restricted shares, stock options, RSUs and PSUs to certain employees and independent directors. Grants were awarded in the name of the recipient subject to certain restrictions of transferability and a risk of forfeiture. Stock-based compensation expense for all equity-classified stock-based compensation awards is based on the grant date fair value estimated in accordance with current accounting guidance for share-based payments. We recognize these compensation costs for only those shares expected to vest on a straight-line or graded-vesting basis, as appropriate, over the requisite service period of the award. We include stock-based compensation within the listed shares caption of equity.

Foreign Currency

Translation

We have interests in real estate investments in the European Union and United Kingdom for which the functional currency is the euro and the British pound sterling, respectively. We perform the translation from the euro or the British poundsterling to the U.S. dollar for assets and liabilities using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted-average exchange rate during the period. We report the gains and losses resulting from such translation as a component of other comprehensive income in equity.

Transaction Gains or Losses

A transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later), realized upon settlement of a foreign currency transaction generally will be included in net income for the period in which the transaction is settled. Also, foreign currency intercompany transactions that are scheduled for settlement, consisting primarily of accrued interest and the translation to the reporting currency of subordinated intercompany debt with scheduled principal payments, are included in the determination of net income.

Foreign currency transactions that are intercompany foreign currency transactions that are of a long term nature (that is, settlement is not planned or anticipated in the foreseeable future), when the entities to the transactions are consolidated or accounted for by the equity method in our financial statements, are not included in determining net income but are accounted for in the same manner as foreign currency translation adjustments and reported as a component of other comprehensive income in equity.

Net realized gains or (losses) are recognized on foreign currency transactions in connection with the transfer of cash from foreign operations of subsidiaries to the parent company.For the years ended December 31, 2012, 2011 and 2010, we recognized net realized (losses)gains on such transactions of $(0.6) million, $0.4 million and less than $(0.1) million, respectively.

Derivative Instruments

We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative designated and qualified as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Other comprehensive income until the hedged item is recognized in earnings.The ineffective portion of a derivative's change in fair value is immediately recognized in earnings.

We made an accounting policy election effective January 1, 2011, or the “effective date,” to use the portfolio exception in Accounting Standards Codification(“ASC”) 820-10-35-18D“Fair Value Measurement”, the “portfolio exception,” with respect to measuring counterparty credit risk for all of our derivative transactions subject to master netting arrangements.

Income Taxes

W. P. Carey & Co. LLC, our predecessor, converted to a REIT through the REIT Reorganization (Note 3). Effective February 15, 2012, we haveelected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code for the year ended December 31, 2012. As a REIT, we are not subject to federal income taxes on our income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We believe that we have operated, and we intend to continue to operate, in a manner that allows us to continue to qualify as a REIT.Deferred income taxes are recorded for the corporate subsidiaries based on earnings reported. The provision for income taxes differs from the amounts currently payable because of temporary differences in the recognition of certain income and expense items for financial reporting and tax reporting purposes. Income taxes are computed under the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between tax bases and financial bases of assets and liabilities (Note16).

Real Estate Ownership Operations

We expect to derive most of our REIT income from our real estate operations under our Real Estate Ownership segment. As such, our real estate operations are generally not subject to federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations are subject to certain state, local and foreign taxes, as applicable.

We hold our real estate assets under a subsidiary, Carey REIT II. Carey REIT II has elected to be taxed as a REIT under the Internal Revenue Code. We believe we have operated, and we intend to continue to operate, in a manner that allows Carey REIT II to continue to qualify as a REIT. Under the REIT operating structure, Carey REIT II is permitted to deduct distributions paid to our stockholders and generally will not be required to pay U.S. federal income taxes. Accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements related to Carey REIT II.

Investment Management Operations

We conduct our investment management operations primarily through TRSs. These operations are subject to federal, state, local and foreign taxes, as applicable. Our financial statements are prepared on a consolidated basis including these TRSs and include a provision for current and deferred taxes on these operations.

Earnings Per Share

Basic earnings per share is calculated by dividing net income available to common stockholders, as adjusted for unallocated earnings attributable to the unvested RSUs by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share reflects potentially dilutive securities (options, restricted shares and RSUs) using the treasury stock method, except when the effect would be anti-dilutive.

Future Accounting Requirement

The following Accounting Standards Update (“ASU”) promulgated by the FASB is applicable to us in future reports, as indicated:

ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment — In July 2012, the FASB issued an update to ASC 350, Intangibles – Goodwill and Other.The objective of this ASU is to simplify how entities test indefinite-lived intangible assets for impairment and to improve consistency in impairment testing guidance among long-lived asset categories. The amendments in the ASU permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test described in topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. Previous guidance under topic 350 required an entity to test indefinite-lived intangible assets for impairment, on at least an annual basis, by comparing the fair value of the asset with its carrying amount. If the fair value of an intangible asset is less than its carrying amount, an entity should recognize an impairment loss in the amount of that excess. Under the amendments in this ASU, an entity is not required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. Permitting an entity to assess qualitative factors when testing indefinite-lived intangible assets for impairment, results in guidance that is similar to the goodwill impairment testing guidance in ASU 2011-08. We do not expect the adoption to have a material impact on our financial position and results of operations.

Out-of-Period Adjustments

During 2012, we identified errors in the consolidated financial statements related to prior years. The errors were primarily attributable to the misapplication of guidance in accounting for and clerical errors related to the expropriation of land related to two investments and our reimbursement of certain affiliated costs. We concluded that these adjustments were not material, individually or in the aggregate, to our results for this or any of the prior periods, and as such, we recorded an out-of-period adjustment to increase our income from operations by $2.5 million within continuing operations primarily attributable to an increase in Gain on sale of real estate of $2.0 million in the consolidated statement of income.

In 2011, we identified an error in the consolidated financial statements related to prior years. The error relates to the misapplication of accounting guidance related to the modifications of certain leases. We concluded this adjustment, with a net impact of $0.2 million on our statement of operations for the fourth quarter of 2011, was not material to our results for the prior year periods or to the period of adjustment. Accordingly, this cumulative change was recorded in the consolidated financial statements in the fourth quarter of 2011 as an out-of-period adjustment as follows: a reduction to Net investment in direct financing leases of $17.6 million and an increase in net Operating real estate of $17.9 million on the consolidated balance sheet; and an increase in Lease revenues of $0.9 million, a reduction of Impairment charges of $1.6 million, and an increase in Depreciation expense of $2.2 million on the consolidated statement of operations.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

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Merger with CPA 15 (Details 2) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Pro forma results of operations
Pro forma total revenues	$ 536,971	$ 551,311
Pro forma income attributable to W. P. Carey stockholders	$ 130,129	$ 119,133
Pro forma earnings per share:
Basic	$ 1.89	$ 1.73
Diluted	$ 1.87	$ 1.72
Pro forma weighted average shares:
Basic	68,382,378	67,990,118
Diluted	69,071,391	68,268,738

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Fair Value Measurements (Narratives) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Fair Value Disclosures
Other-than-temporary impairment charges	$ 9,910
Redeemable noncontrolling interest | Maximum
Fair value inputs
Discount rate	26.00%
Lack of Marketability	30.00%
EBITDA Multiple	5
Redeemable noncontrolling interest | Minimum
Fair value inputs
Discount rate	22.00%
Lack of Marketability	20.00%
EBITDA Multiple	3
Deferred acquistion receivable | Maximum
Fair value inputs
Leverage adjusted unsecured spread	3.25%
Illiquidity Adjustment	1.00%
Deferred acquistion receivable | Minimum
Fair value inputs
Leverage adjusted unsecured spread	2.75%
Illiquidity Adjustment	0.50%
Hotel
Fair value inputs
Discount rate	10.00%
Lack of Marketability	7.50%
Capitalization rate	9.50%
CPA 16 - Global | Maximum
Fair value inputs
Discount rate	15.75%
Gen and admin to assets ratio	0.45%
CPA 16 - Global | Minimum
Fair value inputs
Discount rate	12.75%
Gen and admin to assets ratio	0.35%

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Stock-Based Compensation and Other Compensation (Narratives) (Details) (USD $)	12 Months Ended										12 Months Ended							12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 1997 Incentive Plan	Dec. 31, 2012 2009 Incentive Plan	Dec. 31, 2012 Long Term Incentive Plan	Dec. 31, 2011 Long Term Incentive Plan	Dec. 31, 2010 Long Term Incentive Plan	Dec. 31, 2012 2009 Non-Employee Directors Incentive Plan	Dec. 31, 2011 2009 Non-Employee Directors Incentive Plan	Dec. 31, 2012 1997 Non-Employee Directors Plan	Dec. 31, 2012 Performance Stock Units	Dec. 31, 2012 Employee Stock Purchase Plan	Dec. 31, 2011 Employee Stock Purchase Plan	Dec. 31, 2010 Employee Stock Purchase Plan	Dec. 31, 2009 Partnership Equity Plan	Dec. 31, 2012 Partnership Equity Plan	Dec. 31, 2012 Non-Vested Awards	Dec. 31, 2011 Non-Vested Awards	Dec. 31, 2010 Non-Vested Awards
Stock-Based and Other Compensation Additional Disclosures
Allcoated share-based compensation expense	$ 26,200,000	$ 17,800,000	$ 7,400,000			$ 24,800,000	$ 15,700,000	$ 5,700,000				$ 2,800,000	$ 600,000	$ 600,000	$ 200,000
Stock based compensaton period increase decrease	8,100,000
Forfeiture of stock compensation	2,500,000
Tax benefit recognized from stock based compensation plan	16,200,000	7,800,000	3,300,000
Description of Share-Based Compensation Plan				The 1997 Incentive Plan provided for the grant of (i) share options, which may or may not qualify as incentive stock options under the Code, (ii) performance shares or PSUs, (iii) dividend equivalent rights and (iv) restricted shares or RSUs.	The 2009 Incentive Plan provides for the grant of (i) share options, (ii) restricted shares or RSUs, (iii) performance shares or PSUs, and (iv) dividend equivalent rights.				The 2009 Directors’ Plan authorizes the issuance of 325,000 shares of our common stock in the aggregate and initially provided for the automatic annual grant of RSUs with a total value of $50,000 to each director. In January 2011, the Compensation Committee approved an increase in the value of the annual grant to $70,000 per director, effective as of July 1, 2011.		The 1997 Directors’ Plan provided for the grant of (i) share options, which may or may not qualify as incentive stock options, (ii) performance shares, (iii) dividend equivalent rights and (iv) restricted shares.
Terms of Award				Options granted under the 1997 Incentive Plan generally have a 10-year term and generally vest in four equal annual installments.							Options granted under the 1997 Directors’ Plan have a 10-year term and vest generally over three years from the date of grant.
Shares Authorized For Grant				6,200,000	3,600,000				325,000		300,000
Shares Available For Grant					1,959,996				245,075
Grant, fair value										70,000
Cash distributions for stock compensation																2,000,000
Deferred compensation																9,300,000	700,000
New shares issued																356,416
Stock options to be issued																	53,743
Deferred Compensation Equity	(8,358,000)	(7,063,000)															1,400,000
Outstanding at end of year, weighted average remaining contractual term	3 years 2 months 8 days	3 years 3 months 14 days	4 years 3 months 4 days	10 years 0 months 0 days							10 years 0 months 0 days
Options execrised during the period, aggeregate instrinsic value	9,300,000	4,600,000	2,800,000
Share based compensation expense expected to be recognized						33,600,000
Cash received from excerise of stock options													6,800,000	1,200,000	3,700,000
Fair value of vested stock																		14,300,000	6,900,000	5,000,000
Maximum contribution for profit sharing plan	100,000
Profit sharing expense	4,400,000	3,800,000	3,300,000
Severance cost	$ 1,100,000	$ 400,000	$ 1,100,000

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Finance Receivables (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Schedule of Capital Lease Future Minimum Lease Payments
2013	$ 34,573
2014	32,277
2015	31,968
2016	30,150
2017	29,707
Thereafter	271,839
Total	$ 430,514

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Selected Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2012

Quarterly Disclosures

Selected Quarterly Financial Data (Unaudited)

Note 19. Selected Quarterly Financial Data (Unaudited)

(Dollars in thousands, except per share amounts)

			Three Months Ended
			March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012
Revenues (a) (b)			$	68,378	$	67,182	$	70,377	$	168,058
Expenses (a)				56,693		59,005		85,889		123,615
Net income				11,669		31,230		2,226		17,654
	Add: Net loss (income) attributable to noncontrolling interests			578		480		325		(1,990)
	Add: Net loss (income) attributable to redeemable
		noncontrolling interests		43		67		37		(187)
Net income attributable to W. P. Carey				12,290		31,777		2,588		15,477
Earnings per share attributable to W. P. Carey:
	Basic			0.30		0.78		0.06		0.22
	Diluted			0.30		0.77		0.06		0.22
Distributions declared per share				0.565		0.567		0.650		0.660
			Three Months Ended
			March 31, 2011		June 30, 2011		September 30, 2011		December 31, 2011
Revenues (a) (c)			$	75,165	$	115,735	$	75,913	$	60,971
Expenses (a)				48,346		52,283		51,626		50,218
Net income				23,616		81,060		25,258		9,204
	Add: Net loss attributable to noncontrolling interests			330		384		581		569
	Add: Net income attributable to redeemable
		noncontrolling interests		(603)		(1)		(637)		(682)
Net income attributable to W. P. Carey				23,343		81,443		25,202		9,091
Earnings per share attributable to W. P. Carey:
	Basic			0.58		2.02		0.62		0.22
	Diluted			0.58		1.99		0.62		0.22
Distributions declared per share				0.512		0.550		0.560		0.563

__________

• Certain amounts from previous quarters have been reclassified to discontinued operations (Note17).
• Amount for the three months ended December31, 2012 includes the impact of the Merger with CPA®:15 (Note3).
• Amount for the three months ended June 30, 2011 includes $52.5 million of incentive, termination and subordinated disposition revenue recognized in connection with the CPA®:14/16 Merger (Note4).

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Segment Reporting (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Segment Reporting Information Profit Loss
Revenues	$ 168,058	$ 70,377	$ 67,182	$ 68,378	$ 60,971	$ 75,913	$ 115,735	$ 75,165	$ 373,995	$ 327,784	$ 260,645
Operating expenses	(123,615)	(85,889)	(59,005)	(56,693)	(50,218)	(51,626)	(52,283)	(48,346)	(325,202)	(202,473)	(169,029)
Interest expense									(50,573)	(21,770)	(15,636)
Other, net									87,287	85,607	32,690
Provision for income taxes									(6,783)	(37,214)	(25,814)
Income from continuing operations attributable to W.P. Carey									78,724	151,934	82,856
Segment Reporting Asset Balances
Total Long-Lived Assets	4,306,251				1,343,890				4,306,251	1,343,890
Total Assets	4,609,042				1,462,623				4,609,042	1,462,623
Investment Management
Segment Reporting Information Profit Loss
Revenues									223,180	242,647	191,890
Operating expenses									(207,050)	(157,572)	(133,683)
Other, net									3,878	2,695	2,559
Provision for income taxes									(2,771)	(34,971)	(23,660)
Income from continuing operations attributable to W.P. Carey									17,237	52,799	37,106
Segment Reporting Asset Balances
Total Long-Lived Assets	69,258				70,369				69,258	70,369
Total Assets	124,221				128,557				124,221	128,557
Real Estate Ownership
Segment Reporting Information Profit Loss
Revenues									150,815	85,137	68,755
Operating expenses									(118,152)	(44,901)	(35,346)
Interest expense									(50,573)	(21,770)	(15,636)
Other, net									83,409	82,912	30,131
Provision for income taxes									(4,012)	(2,243)	(2,154)
Income from continuing operations attributable to W.P. Carey									61,487	99,135	45,750
Segment Reporting Asset Balances
Total Long-Lived Assets	4,236,993				1,273,521				4,236,993	1,273,521	1,034,745
Total Assets	$ 4,484,821				$ 1,334,066				$ 4,484,821	$ 1,334,066	$ 1,048,405

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Equity Investment in Real Estate and the Managed REITs (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Managed REITs
Equity Method Investment Summarized Financial Information
Assets	$ 8,052,546	$ 9,184,111
Liabilities	(3,959,756)	(4,896,116)
Reedemable noncontrolling interest	(21,747)	(21,306)
Noncontrolling interests	(170,140)	(330,873)
Partners'/stockholders' equity	3,900,903	3,935,816
Combined Equity Investments
Equity Method Investment Summarized Financial Information
Assets	1,286,294	1,026,124
Liabilities	(799,422)	(706,244)
Reedemable noncontrolling interest	(21,747)	(21,306)
Partners'/stockholders' equity	$ 465,125	$ 298,574

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Intangible assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill And Intangible Assets Disclosure

Schedule Of Acquired Finite Lived Intangible Assets Liabilites By Major Class

			Initially		Measurement		As
	Weighted-Average		Reported at		Period		Revised at
	Life		September 30, 2012		Adjustments		December 31, 2012
Amortizable Intangible Assets
Lease intangibles:
In-place lease		12.9	$	413,198	$	5,322	$	418,520
Above-market rent		11.7		284,174		790		284,964
Total intangible assets			$	697,372	$	6,112	$	703,484
Amortizable Intangible Liabilities
Below-market rent		29.9	$	(79,312)	$	(1,111)	$	(80,423)
Above-market ground lease		11.8		(6,896)		-		(6,896)
Unamortizable Intangible Liabilities
Below-market purchase option				(16,711)		314		(16,397)
Total intangible liabilities			$	(102,919)	$	(797)	$	(103,716)

Schedule Of Goodwill

		Management		Ownership		Total
Balance at January 1, 2010		$	63,607	$	-	$	63,607
Balance at December 31, 2010			63,607		-		63,607
Balance at December 31, 2011			63,607		-		63,607
Acquisition of CPA®:15			-		268,683		268,683
Allocation of goodwill to dispositions of properties within the reporting unit	(a)		-		(3,158)		(3,158)
Balance at December 31, 2012		$	63,607	$	265,525	$	329,132

Schedule Of Intangible Assets Liabilities And Goodwill

		December 31,
		2012						2011
		Carrying		Accumulated				Carrying		Accumulated
		Amount		Amortization		Total		Amount		Amortization		Total
Amortizable Intangible Assets
Management contracts		$	32,765	$	(31,283)	$	1,482	$	32,765	$	(30,172)	$	2,593
			32,765		(31,283)		1,482		32,765		(30,172)		2,593
Lease Intangibles:	(a)
In-place lease			474,629		(27,351)		447,278		62,162		(17,585)		44,577
Other intangibles			8,149		(3,406)		4,743		10,968		(4,586)		6,382
Above-market rent			293,627		(13,742)		279,885		9,905		(5,082)		4,823
			776,405		(44,499)		731,906		83,035		(27,253)		55,782
Unamortizable Goodwill and Indefinite-Lived Intangible Assets
Goodwill			329,132		-		329,132		63,607		-		63,607
Trade name			3,975		-		3,975		3,975		-		3,975
			333,107		-		333,107		67,582		-		67,582
Total Intangible Assets		$	1,142,277	$	(75,782)	$	1,066,495	$	183,382	$	(57,425)	$	125,957
Amortizable Intangible Liabilities
Below-market rent		$	(86,171)	$	3,227	$	(82,944)	$	(6,455)	$	1,482	$	(4,973)
Above-market ground lease			(6,896)		103		(6,793)		-		-		-
			(93,067)		3,330		(89,737)		(6,455)		1,482		(4,973)
Unamortizable Intangible Liabilities
Below-market purchase option			(16,711)		-		(16,711)		-		-		-
Total Intangible Liabilities		$	(109,778)	$	3,330	$	(106,448)	$	(6,455)	$	1,482	$	(4,973)

Schedule Of Finite Lived Intangible Assets Future Amortization Expense

Years Ending December 31,	Total
2013	$	84,274
2014		79,533
2015		72,016
2016		70,050
2017		66,667
Thereafter		271,111
Total	$	643,651

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Debt

12 Months Ended

Dec. 31, 2012

Debt Disclosure

Debt

Note 12. Debt

Senior Credit Facility

In February 2012, we amended and restated our existing credit agreement (the “Amended and Restated Credit Agreement”) to increase the maximum aggregate principal amount from $450.0 million to $625.0 million, which iscomprised of a $450.0 million unsecured revolving credit facility (the “Revolver”) and a $175.0 million term loan facility (the “Term Loan Facility” and, together with the Revolver, the “Senior Credit Facility.”)The Term Loan Facility was available in a single draw for use solely to finance the cash portion of the Merger Consideration and transaction costs and expenses. We drew down the full amount of the Term Loan Facility on September 28, 2012 in connection with the closing of the Merger. The Senior Credit Facility matures in December 2014, but may be extended by one year at our option, subject to the conditions provided in the Amended and Restated Credit Agreement. At our election, the principal amount available under the Senior Credit Facility may be increased by up to an additional $125.0 million, subject to the conditions provided in the Amended and Restated Credit Agreement. The Senior Credit Facility also permits (i)up to $150.0 million to be borrowed in certain currencies other than the U.S. dollar, (ii) swing line loans of up to $35.0 million, and (iii)the issuance of letters of credit in an aggregate amount not to exceed $50.0 million.

The Senior Credit Facility provides for an annual interest rate, at our election, of either (i)the Eurocurrency Rate or (ii)the Base Rate, in each case plus the Applicable Rate (each as defined in the Amended and Restated Credit Agreement). Prior to us obtaining an Investment Grade Debt Rating (as defined in the Amended and Restated Credit Agreement), the Applicable Rate on Eurocurrency Rate loans and letters of credit ranges from 1.75% to 2.50% (based on LIBOR) and the Applicable Rate on Base Rate loans ranges from 0.75% to 1.50% (based on the “prime rate”, defined in the Amended and Restated Credit Agreement as arate of interest set by the Bank of America based upon various factors including Bank of America's costs and desired returns). After an Investment Grade Debt Rating has been obtained, the Applicable Rate on Eurocurrency Rate loans and letters of credit ranges from 1.10% to 2.00% (based on LIBOR) and the Applicable Rate on Base Rate loans ranges from 0.10% to 1.00% (based on the “prime rate”).Swing line loans will bear interest at the Base Rate plus the Applicable Rate then in effect. In addition, prior to obtaining an Investment Grade Debt Rating, we pay a quarterly fee ranging from 0.3% to 0.4% of the unused portion of the line of credit, depending on our leverage ratio. After an Investment Grade Debt Rating has been obtained, we will pay a facility fee ranging from 0.2% to 0.4% of the total commitment. In connection with the amendments of the credit agreement, we incurred costs of $7.0 million,which are being amortized over the remaining term of the facility.

Availability under the Senior Credit Facility is dependent upon a number of factors, including the Unencumbered Property NOI, the Unencumbered Management EBITDA and the Total Unsecured Outstanding Indebtedness (each as defined in the Amended and Restated Credit Agreement). At December 31, 2012, availability under the Senior Credit Facility was $625.0 million, of which we had drawn $253.0 million, including $175.0 million under the Term Loan which we used to pay for the cash portion of the Merger Consideration (Note 3). At December 31, 2012, we paid interest on the Senior Credit Facility at an annual interest rate consisting of LIBOR plus 2.00%. In addition, as of December 31, 2012, our lenders had issued letters of credit totaling $5.4 million on our behalf in connection with certain contractual obligations, which reduce amounts that may be drawn under the Revolver. The Revolver is currently expected to be utilized primarily for potential new investments; repayment of existing debt and general corporate purposes as well as for repurchases of our common stock from the Estate Shareholders (Note 4).

We are required to ensure that the total Restricted Payments (as defined in the Amended and Restated Credit Agreement) made in the current quarter, when added to the total for the three preceding fiscal quarters, does not exceed the greater of (i)95% of Adjusted Funds from Operations (as defined in the Amended and Restated Credit Agreement) and (ii)the amount of Restricted Payments required in order for us to maintain our REIT status. Restricted Payments include quarterly dividends and the total amount of shares repurchased by us, if any, in excess of $50.0 million per year. In addition to placing limitations on dividend distributions and share repurchases, the Amended and Restated Credit Agreement stipulates certain financial covenants. We were in compliance with all of these covenants atDecember 31, 2012.

Non-Recourse Debt

Non-recourse debt consists of mortgage notes payable, which are collateralized by the assignment of real property, and direct financing leases, with an aggregate carrying value of approximately $2.0billion at December 31, 2012. Our mortgage notes payable had fixed annual interest rates ranging from 2.7% to 10.0% and variable effective annual interest rates ranging from 1.2% to 7.6% with maturity dates ranging from 2013 to 2026 at December 31, 2012.

2012 —In connection with the Merger (Note 3), we assumed property level debt comprised of 9 variable-rate and 58fixed-rate non-recourse mortgage loans with fair values totaling $295.2 million and $1.1 billion, respectively, on the acquisition date and recorded an aggregate net fair market value adjustment of $14.8 million at that date. The fair market value adjustment will be amortized to interest expense over the remaining lives of the related loans using the effective interest rate method. These fixed-rate and variable-rate mortgages had weighted-average annual interest rates of 5.08% and 5.03%, respectively. The weighted-average annual interest rate for the variable-rate mortgages was calculated using the applicable interest rates on the date of the Merger.

During the year ended December 31, 2012, we refinanced four maturing non-recourse mortgages totaling $21.2 million with new financing totaling $23.8 million. These mortgage loans have a weighted-average annual interest rate and term of 4.2% and 11.5 years, respectively.

2011 — In connection with our acquisition of three properties from CPA®:14 in May 2011 as part of the CPA®:14 Asset Sales (Note 4), we assumed two non-recourse mortgage loans with an aggregate fair value of $87.6 million (and a carrying value of $88.7 million) on the date of acquisition and recorded a net fair market value adjustment of $1.1 million. The fair market value adjustment will be amortized to interest expense over the remaining lives of the loans. These mortgage loans have a weighted-average annual fixed interest rate and remaining term of 5.8% and 8.3 years, respectively.

During the year ended December 31, 2011, we refinanced two maturing non-recourse mortgage loans totaling $10.5 million with new financing totaling $11.9 million and obtained new financing on two unencumbered properties totalling $29.0 million. These mortgage loans have a weighted-average annual interest rate and term of 5.1% and 10.4 years, respectively. Additionally, during the year ended December31, 2011, the Carey Storage borrowed a total of $4.6 million, inclusive of amounts attributable to the third-party's interest of $2.8 million, with a weighted-average annual interest rate and term of 6.7% and 8.2 years, respectively.

2010 — In connection with an acquisition in February 2010, we obtained non-recourse mortgage financing of $35.0 million at an annual interest rate of LIBOR plus 2.5% that has been fixed at 5.5% through the use of an interest rate swap. This financing has a term of 10 years.

In connection with their acquisitions in 2010, the Carey Storage and an entity 100% owned by Carey Storage obtained new non-recourse mortgage financing and assumed existing mortgage loans from the sellers totaling $17.1 million, inclusive of amounts attributable to the Investor's interest of $8.2 million. The mortgage loans have a weighted-average annual fixed interest rate and term of 6.3% and 8.5 years, respectively.

Scheduled Debt Principal Payments

Scheduled debt principal payments for each of the next five calendar years following December 31, 2012, and thereafter are as follows (in thousands):

Years Ending December 31,		Total (a)
2013		$	174,648
2014 (b)			631,345
2015			240,681
2016			87,223
2017			125,999
Thereafter through 2037			725,257
			1,985,153
Unamortized discount			(16,756)
	Total	$	1,968,397

__________

• Certain amounts are based on the applicable foreign currency exchange rate at December 31, 2012.
• Includes $78.0 million outstanding under our Revolver and $175.0 million outstanding under our Term Loan Facility at December 31, 2012, each of which is scheduled to mature in 2014 unless extended pursuant to its terms.

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Equity (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2012
Per Share Distributions
Ordinary income	$ 0.6228
Return of capital	$ 0.0272
Total distributions	$ 0.6500