425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 7, 2012

W. P. CAREY & CO. LLC

(Exact Name of Registrant as Specified in Charter)

Delaware	001-13779	13-3912578
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
50 Rockefeller Plaza, New York, NY		10020
(Address of Principal Executive Offices)		(Zip Code)

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

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

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

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

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

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

ITEM 2.02 Results of Operations and Financial Condition.

On May 7, 2012, the registrant issued an earnings release announcing its financial results for the quarter ended March 31, 2012. A copy of the earnings release is attached as Exhibit 99.1.

The information furnished pursuant to this “Item 2.02 Results of Operations and Financial Condition,” including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Act”) or the Exchange Act.

ITEM 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Earnings release of the registrant for the quarter ended March 31, 2012.

Cautionary Statement Concerning Forward-Looking Statement:

On February 21, 2012, W. P. Carey & Co. LLC (“W. P. Carey” or the “Company”) filed a Form 8-K announcing that its Board of Directors had approved a plan to reorganize the Company in order to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. As part of the plan, on February 17, 2012, W. P. Carey entered into (i) an Agreement and Plan of Merger with W. P. Carey REIT, Inc., subsequently renamed W.P. Carey, Inc., a newly formed Maryland corporation and wholly-owned subsidiary of the Company (“W.P. Carey Inc.”) providing for, among other things, the merger of the Company with and into W.P. Carey Inc. (the “REIT Conversion”), with W.P. Carey Inc. succeeding to and continuing to operate the existing business of the Company, and (ii) an Agreement and Plan of Merger with Corporate Property Associates 15 Incorporated (“CPA^®:15”), a Maryland corporation, pursuant to which CPA^®:15, through a series of steps, will become an indirect subsidiary of W.P. Carey Inc. (the “Merger,” and together with the REIT Conversion, the “Transactions”). CPA^®:15 is a publicly-owned, non-listed REIT, which was sponsored by W.P. Carey and for which W.P. Carey and its affiliates serve as advisor. The consummation of the proposed Transactions is subject to certain conditions, including among other things, effectiveness of a registration statement on Form S-4 (the “Form S-4”), as amended from time to time relating to the shares of W.P. Carey Inc. common stock to be issued in the proposed Transactions, which can be found on the website of the Securities and Exchange Commission (the “SEC”) at http://www.sec.gov/Archives/edgar/data/1545406/000119312512129935/0001193125-12-129935-index.htm. Once the review of the Form S-4 by the SEC is complete and the Form S-4 has been declared effective by the SEC, the shareholders of W. P. Carey (the “W. P. Carey Shareholders”) and the stockholders of CPA^®:15 will receive a copy of a joint proxy / prospectus, which will contain important information about W. P. Carey, CPA^®:15, W. P. Carey Inc. and the proposed Transactions. W. P. Carey Shareholders are urged to read these documents carefully and in their entirety.

Certain of the matters discussed in this communication constitute forward-looking statements within the meaning of the Securities Act of 1933, as amended (the “Act”) and the Securities Exchange Act of 1934 as amended (the “Exchange Act”), both as amended by the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among other things, statements regarding the intent, belief or expectations of W. P. Carey and can be identified by the use of words such as “may,” “will,” “should,” “would,” “assume,” “outlook,” “seek,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast” and other comparable terms. These forward-looking statements include, but are not limited to, statements regarding the benefits of the proposed Transactions, integration plans and expected synergies, the expected benefits of the REIT Conversion, anticipated future financial and operating performance and results, including estimates of growth, and the expected timing of completion of the proposed Transactions. These statements are based on the current expectations of the management of W. P Carey. It is important to note that W. P. Carey’s actual results could be materially different from those projected in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the combined company. Discussions of some of these other important factors and assumptions are contained in W. P. Carey’s filings with the SEC and are available at the SEC’s website at http://www.sec.gov, including Item 1A. Risk Factors in W.P. Carey’s Annual Report on Form 10-K for the year ended December 31, 2011 as filed with the SEC on February 29, 2012. These risks, as well as other risks associated with the proposed Transactions, are more fully discussed in the joint proxy statement/prospectus included in the Form S-4. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Except as required under the federal securities laws and the rules and regulations of the SEC, W. P. Carey does not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events.

Additional Information and Where to find it:

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. W. P. Carey intends to finalize the Form S-4 that includes the joint proxy statement / prospectus and other relevant documents which will be mailed by W. P. Carey and CPA^®:15 to their respective security holders in connection with the proposed Transactions. W.P. CAREY URGES INVESTORS TO READ THE JOINT PROXY STATEMENT / PROSPECTUS (AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE), BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT W. P. CAREY, CPA^®:15, W.P. CAREY INC. AND THE PROPOSED TRANSACTIONS. INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY. Investors will be able to obtain these materials (when they become available) and other documents filed with the SEC free of charge at the SEC’s website (http://www.sec.gov). In addition, these materials (when they become available) will also be available free of charge by accessing W. P. Carey’s website (http://www.wpcarey.com) or by accessing CPA^®:15’s website (http:www.cpa15.com). Investors may also read and copy any reports, statements and other information filed by W. P. Carey or CPA^®:15, with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

Participants in the Proxy Solicitation:

Information regarding W. P. Carey’s directors and executive officers is available in its proxy statement filed with the SEC by W. P. Carey on April 30, 2012 in connection with its 2012 annual meeting of shareholders, and information regarding CPA^®:15’s directors and executive officers is available in its 2011 Annual Report on Form 10-K filed with the SEC by CPA^®:15 on March 5, 2012. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests is included in the Form S-4.

SIGNATURES

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

		W. P. Carey & Co. LLC
Date: May 7, 2012	By:	/s/ Mark J. DeCesaris
		Mark J. DeCesaris
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Filed by W. P. Carey & Co. LLC

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934

Subject Company: W. P. Carey & Co. LLC

(Commission File Number: 001-13779)

FOR IMMEDIATE RELEASE
COMPANY CONTACT:	PRESS CONTACT:
Cheryl Sanclemente	Guy Lawrence
W. P. Carey & Co. LLC	Ross & Lawrence
212-492-8995	212-308-3333
csanclemente@wpcarey.com	gblawrence@rosslawpr.com

W. P. Carey Announces First Quarter 2012 Financial Results

New York, NY – May 7, 2012 – Investment firm W. P. Carey & Co. LLC (NYSE: WPC) today reported financial results for the first quarter ended March 31, 2012.

QUARTERLY RESULTS

• Funds from operations—as adjusted (AFFO) totaled $40.1 million or $0.99 per diluted share in the first quarter of 2012 compared to $39.1 million or $0.97 for the first quarter of 2011.

• The company recorded cash used in operating activities for the three months ended March 31, 2012 of $4.1 million and cash flow from operating activities of $6.7 million for the comparable prior year period, while adjusted cash flow from operating activities was $36.7 million in the first quarter of 2012 compared to $24.2 million in the first quarter last year.

• Total revenues net of reimbursed expenses for the first quarter of 2012 decreased to $50.7 million from $58.2 million for the first quarter of 2011. Reimbursed expenses are excluded from total revenues because they have no impact on net income.

• Net Income for the first quarter of 2012 was $12.3 million, compared to $23.3 million for the same period in 2011.

• We received approximately $8.1 million in cash distributions from our equity ownership in the CPA^® REITs for the quarter ended March 31, 2012.

• Further information concerning AFFO and adjusted cash flow from operating activities—non-GAAP supplemental performance metrics—is presented in the accompanying tables.

PROPOSED CONVERSION TO REIT AND MERGER WITH CPA^®:15

• On February 21, 2012, we announced that our Board of Directors had approved our conversion to a real estate investment trust (“REIT”) and that our Board of Directors and the Board of Directors of our publicly held, non-traded REIT affiliate, Corporate Property Associates 15 Incorporated (“CPA^®:15”), had unanimously approved a definitive merger agreement pursuant to which W. P. Carey will acquire CPA^®:15 immediately following the REIT conversion. These transactions are subject to requisite shareholder approvals and other closing conditions. If the proposed merger is approved and the other closing conditions are satisfied, we currently expect that the closing will occur by the third quarter of 2012, although there can be no assurance of such timing.

CPA^® :17—GLOBAL ACTIVITY

• CPA^®:17—Global’s follow-on offering was declared effective by the SEC in April 2011, and its initial public offering was terminated. We have raised more than $2.1 billion on behalf of CPA^®:17—Global since beginning fundraising in December 2007. The follow-on offering is for up to an additional $1 billion of CPA^®:17—Global’s common stock.

• Investment volume for CPA^®:17—Global in the first quarter of 2012 was approximately $171.7 million compared to $345 million in the prior year period.

• In the first quarter of 2012, we completed a sale-leaseback with Blue Cross and Blue Shield of Minnesota, which included the acquisition of eight office facilities totaling approximately 1.1 million square feet.

• In April 2012, we agreed to provide a EUR 20 million ($26 million) construction financing package for Nippon Sheet Glass Co., Ltd (“NSG Group”) to develop a 377,500 square foot warehouse facility in Poland.

CAREY WATERMARK INVESTORS ACTIVITY

• From the beginning of its initial public offering, our lodging-focused non-traded REIT offering has raised more than $59 million.

• In the second quarter of 2012, Carey Watermark Investors’ joint venture with HRI Properties completed an agreement with Hard Rock International, owner of the Hard Rock Cafe brand, to lease an approximately 10,000 square foot location in the Chateau Bourbon Hotel.

ASSETS UNDER OWNERSHIP AND MANAGEMENT

• W. P. Carey is the advisor to the CPA^® REITs and CWI, which had aggregate real estate assets of $9.5 billion and total assets of $10.0 billion as of March 31, 2012.

• As of March 31, 2012, the occupancy rate of W. P. Carey’s 12 million square foot owned portfolio was approximately 93%. In addition, for the 107 million square feet owned by the CPA^® REITs, the average occupancy rate was approximately 98% at that date.

DISTRIBUTIONS

• The Board of Directors raised the quarterly cash distribution to $ 0.565 per share for the first quarter of 2012. The distribution—our 44^th consecutive quarterly increase—was paid on April 16, 2012 to shareholders of record as of March 31, 2012. Together with its CPA^® programs, W. P. Carey has paid more than $4 billion in distributions to its investors.

Trevor Bond, President and Chief Executive Officer, noted, “ Our first quarter results demonstrate the continued solidity of our business model: adjusted cash flow from operating activities increased from 2011’s first quarter, despite lower investment volume relative to the same period from last year. Variation in investment activity between quarters is not unusual in our sector, and we continue to see attractive opportunities. While the current vagaries of the global financial markets remain a concern, our investments are diversified and long-term in nature, and we believe that adhering to established, conservative investment criteria will enable us to continue providing steady income and preservation of capital to our shareholders and investors in our CPA^® funds.”

CONFERENCE CALL & WEBCAST

Please call at least 10 minutes prior to call to register.

Time: Monday, May 7, 2012 at 11:00 AM (ET)

Call-in Number: 800-860-2442

(International) +1-412-858-4600

Webcast: www.wpcarey.com/earnings

Podcast: www.wpcarey.com/podcast

Available after 2:00 PM (ET)

Replay Number: 877-344-7529

(International) +1-412-317-0088

Replay Passcode: 10013384#

Replay Available until May 22, 2012 at 9:00 AM (ET).

W. P. Carey & Co. LLC

W. P. Carey & Co. LLC (NYSE: WPC) is an investment management company that provides long term sale leaseback and build to suit financing for companies worldwide and manages a global investment portfolio of approximately $12 billion. Publicly traded on the New York Stock Exchange (WPC), W. P. Carey and its CPA^® series of non-traded REITs help companies and private equity firms unlock capital tied up in real estate assets. The W. P. Carey Group’s investments are highly diversified, comprising contractual agreements with approximately 284 long term corporate tenants spanning 28 industries and 18 countries. http://www.wpcarey.com

Individuals interested in receiving future updates on W. P. Carey via e-mail can register at www.wpcarey.com/alerts.

This press release contains forward-looking statements within the meaning of the Federal securities laws. A number of factors could cause the Company’s actual results, performance or achievement to differ materially from those anticipated. Among those risks, trends and uncertainties are the general economic climate; the supply of and demand for office and industrial properties; interest rate levels; the availability of financing; and other risks associated with the acquisition and ownership of properties, including risks that the tenants will not pay rent, or that costs may be greater than anticipated. An example of forward-looking statements, include, but are not limited to, the statements made by Mr. Bond. For further information on factors that could impact the Company, reference is made to the Company’s filings with the Securities and Exchange Commission.

W. P. CAREY & CO. LLC

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except share and per share amounts)

	Three Months Ended March 31,
	2012			2011
Revenues
Asset management revenue	$	15,602		$	19,820
Structuring revenue		7,638			15,945
Wholesaling revenue		3,787			3,280
Reimbursed costs from affiliates		18,737			17,719
Lease revenues		17,653			13,872
Other real estate income		5,992			5,283
		69,409			75,919
Operating Expenses
General and administrative		(26,909	)		(21,323	)
Reimbursable costs		(18,737	)		(17,719	)
Depreciation and amortization		(6,864	)		(4,680	)
Property expenses		(2,698	)		(3,049	)
Other real estate expenses		(2,499	)		(2,557	)
Impairment charges		(3,299	)		—
		(61,006	)		(49,328	)
Other Income and Expenses
Other interest income		503			675
Income from equity investments in real estate and the REITs		13,986			6,216
Other income and (expenses)		306			481
Interest expense		(7,345	)		(4,316	)
		7,450			3,056
Income from continuing operations before income taxes		15,853			29,647
Provision for income taxes		(1,695	)		(7,567	)
Income from continuing operations		14,158			22,080
Discontinued Operations
Income from operations of discontinued properties		117			755
(Loss) gain on sale of real estate		(181	)		781
Impairment charge		(2,425	)		—
(Loss) income from discontinued operations		(2,489	)		1,536
Net Income		11,669			23,616
Add: Net loss attributable to noncontrolling interests		578			330
Less: Net loss (income) attributable to redeemable noncontrolling interest		43			(603	)
Net Income Attributable to W. P. Carey Members	$	12,290		$	23,343
Basic Earnings Per Share
Income from continuing operations attributable to W. P. Carey members	$	0.36		$	0.54
(Loss) income from discontinued operations attributable to W. P. Carey members		(0.06	)		0.04
Net income attributable to W. P. Carey members	$	0.30		$	0.58
Diluted Earnings Per Share
Income from continuing operations attributable to W. P. Carey members	$	0.36		$	0.54
(Loss) income from discontinued operations attributable to W. P. Carey members		(0.06	)		0.04
Net income attributable to W. P. Carey members	$	0.30		$	0.58
Weighted Average Shares Outstanding
Basic		40,037,496			39,738,207
Diluted		40,487,652			40,242,706
Amounts Attributable to W. P. Carey Members
Income from continuing operations, net of tax	$	14,779		$	21,807
(Loss) income from discontinued operations, net of tax		(2,489	)		1,536
Net income	$	12,290		$	23,343
Distributions Declared Per Share	$	0.565		$	0.512

W. P. CAREY & CO. LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Three Months Ended March 31,
	2012			2011
Cash Flows — Operating Activities
Net income	$	11,669		$	23,616
Adjustments to net income:
Depreciation and amortization, including intangible assets and deferred financing costs		7,881			5,457
Income from equity investments in real estate and the REITs (in excess of) less than distributions received		(1,716	)		265
Straight-line rent and financing lease adjustments		(1,135	)		(373	)
Amortization of deferred revenue		(2,359	)		—
Loss (gain) on sale of real estate		181			(781	)
Unrealized gain on foreign currency transactions and others		(212	)		(210	)
Realized gain on foreign currency transactions and others		(75	)		(213	)
Management income received in shares of affiliates		(6,889	)		(10,083	)
Impairment charges		5,724			—
Stock-based compensation expense		5,261			2,451
Deferred acquisition revenue received		8,722			11,103
Increase in structuring revenue receivable		(3,916	)		(7,305	)
Decrease in income taxes, net		(5,663	)		(1,956	)
Net changes in other operating assets and liabilities		(21,533	)		(15,285	)
Net cash (used in) provided by operating activities		(4,060	)		6,686
Cash Flows — Investing Activities
Distributions received from equity investments in real estate and the REITs in excess of equity income		7,370			2,795
Capital contributions to equity investments		(90	)		(2,297	)
Capital expenditures		(1,481	)		(880	)
Proceeds from sale of real estate		2,422			9,187
Proceeds from sale of securities		11			120
Funds placed in escrow		(722	)		(148	)
Funds released from escrow		1,954			363
Net cash provided by investing activities		9,464			9,140
Cash Flows — Financing Activities
Distributions paid		(22,792	)		(20,259	)
Contributions from noncontrolling interests		750			617
Distributions paid to noncontrolling interests		(992	)		(1,425	)
Scheduled payments of mortgage principal		(2,357	)		(7,294	)
Proceeds from mortgage financing		—			1,135
Proceeds from line of credit		15,000			90,000
Repayments of line of credit		—			(110,000	)
(Payment) refund of financing costs		(75	)		53
Proceeds from issuance of shares		4,249			—
Payment of tax withholding liability related to stock-based compensation awards		(2,553	)		—
Windfall tax benefit associated with stock-based compensation awards		4,597			293
Net cash used in financing activities		(4,173	)		(46,880	)
Change in Cash and Cash Equivalents During the Period
Effect of exchange rate changes on cash		185			439
Net increase (decrease) in cash and cash equivalents		1,416			(30,615	)
Cash and cash equivalents, beginning of period		29,297			64,693
Cash and cash equivalents, end of period	$	30,713		$	34,078

W. P. CAREY & CO. LLC

Financial Highlights (Unaudited)

(in thousands, except per share amounts)

These financial highlights include non-GAAP financial measures, including earnings before interest, taxes, depreciation and amortization (“EBITDA”), funds from operations – as adjusted (“AFFO”) and adjusted cash flow from operating activities. A description of these non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures is provided on the following pages.

	Three Months Ended March 31,
	2012		2011
EBITDA
Investment management	$	12,719	$	21,359
Real estate ownership		15,921		19,513
Total	$	28,640	$	40,872
AFFO
Investment management	$	18,015	$	20,650
Real estate ownership		22,054		18,492
Total	$	40,069	$	39,142
EBITDA Per Share (Diluted)
Investment management	$	0.32	$	0.53
Real estate ownership		0.39		0.49
Total	$	0.71	$	1.02
AFFO Per Share (Diluted)
Investment management	$	0.44	$	0.51
Real estate ownership		0.55		0.46
Total	$	0.99	$	0.97
Adjusted Cash Flow From Operating Activities
Adjusted cash flow	$	36,666	$	24,226
Adjusted cash flow per share (diluted)	$	0.91	$	0.60
Distributions declared per share	$	0.565	$	0.512
Payout ratio (distributions per share/adjusted cash flow per share)		62%		85%

W. P. CAREY & CO. LLC

Reconciliation of Net Income to EBITDA (Unaudited)

(in thousands, except share and per share amounts)

	Three Months Ended March 31,
	2012		2011
Investment Management
Net income from investment management attributable to W. P. Carey members	$	11,159	$	13,177
Adjustments:
Provision for income taxes		622		7,380
Depreciation and amortization		938		802
EBITDA — investment management	$	12,719	$	21,359
EBITDA per share (diluted)	$	0.32	$	0.53
Real Estate Ownership
Net income from real estate ownership attributable to W. P. Carey members	$	1,131	$	10,166
Adjustments:
Interest expense		7,345		4,316
Provision for income taxes		1,073		187
Depreciation and amortization		5,926		3,878
Reconciling items attributable to discontinued operations		446		966
EBITDA — real estate ownership	$	15,921	$	19,513
EBITDA per share (diluted)	$	0.39	$	0.49
Total Company
EBITDA	$	28,640	$	40,872
EBITDA per share (diluted)	$	0.71	$	1.02
Diluted weighted average shares outstanding		40,487,652		40,242,706

Non-GAAP Financial Disclosure

EBITDA as disclosed represents earnings before interest, taxes, depreciation and amortization. We believe that EBITDA is a useful supplemental measure to investors and analysts for assessing the performance of our business segments, although it does not represent net income that is computed in accordance with GAAP, because it removes the impact of our capital structure and asset base from our operating results and because it is helpful when comparing our operating performance to that of companies in our industry without regard to such items, which can vary substantially from company to company. Accordingly, EBITDA should not be considered as an alternative to net income as an indicator of our financial performance. EBITDA may not be comparable to similarly titled measures of other companies. Therefore, we use EBITDA as one measure of our operating performance when we formulate corporate goals, evaluate the effectiveness of our strategies, and determine executive compensation.

W. P. CAREY & CO. LLC

Reconciliation of Net Income to Funds From Operations –– as adjusted (AFFO) (Unaudited)

(in thousands, except share and per share amounts)

	Three Months Ended March 31,
	2012			2011
Investment Management
Net Income from investment management attributable to W. P. Carey members	$	11,159		$	13,177
FFO—as defined by NAREIT (a)		11,159			13,177
Adjustments:
Amortization and other non-cash charges		7,561			7,473
Amortization of deferred financing costs		283			—
Merger Expenses		837			—
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at AFFO:
AFFO adjustments to equity earnings from equity investments		(1,825	)		—
Total adjustments		6,856			7,473
AFFO—Investment Management	$	18,015		$	20,650
Real Estate Ownership
Net Income from real estate ownership attributable to W. P. Carey members	$	1,131		$	10,166
Adjustments:
Depreciation and amortization of real property		6,147			4,475
Impairment charges		5,724			—
Loss (gain) on sale of real estate, net		181			(781	)
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property		898			1,548
Impairment charges		—			1,090
Loss (gain) on sale of real estate, net		142			—
Proportionate share of adjustments for noncontrolling interests to arrive at FFO		(434	)		(196	)
Total adjustments		12,658			6,136
FFO—as defined by NAREIT (a)		13,789			16,302
Adjustments:
Other depreciation, amortization and non-cash charges		(669	)		(635	)
Amortization of deferred financing costs		464			—
Straight-line and other rent adjustments		(1,115	)		(417	)
Merger Expenses		1,266			—
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at AFFO:
Other depreciation, amortization and non-cash charges		—			—
Straight-line and other rent adjustments		(413	)		(622	)
AFFO adjustments to equity earnings from equity investments		8,751			3,778
Proportionate share of adjustments for noncontrolling interests to arrive at AFFO		(19	)		86
Total adjustments		8,265			2,190
AFFO—Real Estate Ownership	$	22,054		$	18,492
Total Company
FFO—as defined by NAREIT	$	24,948		$	29,479
FFO—as defined by NAREIT per share (diluted)	$	0.62		$	0.73
AFFO	$	40,069		$	39,142
AFFO per share (diluted)	$	0.99		$	0.97
Diluted weighted average shares outstanding		40,487,652			40,242,706

(a) The SEC Staff has recently advised that they take no position on the inclusion or exclusion of impairment write-downs in arriving at Funds From Operations (“FFO”). Since 2003, the National Association of Real Estate Investment Trusts (“NAREIT”) has taken the position that the exclusion of impairment charges is consistent with its definition of FFO. Accordingly, we have revised our computation of FFO to exclude impairment charges, if any, in arriving at FFO for all periods presented.

Non-GAAP Financial Disclosure

FFO is a non-GAAP measure defined by 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 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. 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 exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations.

W. P. CAREY & CO. LLC

Adjusted Cash Flow from Operating Activities (Unaudited)

(in thousands, except share and per share amounts)

	Three Months Ended March 31,
	2012			2011
Summarized cash flow information:
Cash flow (used in) provided by operating activities	$	(4,060	)	$	6,686
Cash flow provided by investing activities	$	9,464		$	9,140
Cash flow used in financing activities	$	(4,173	)	$	(46,880	)
Reconciliation of adjusted cash flow from operating activities:
Cash flow (used in) provided by operating activities	$	(4,060	)	$	6,686
Adjustments:
Distributions received from equity investments in real estate in excess of equity income (a)		7,281			1,888
Contributions from (distributions paid to) noncontrolling interests, net (b)		(247	)		(815	)
Changes in working capital (c)		33,692			16,467
Adjusted cash flow from operating activities (inclusive of merger costs totaling $2.1 million in 2012)	$	36,666		$	24,226
Adjusted cash flow per share (diluted)	$	0.91		$	0.60
Distributions declared per share	$	0.565		$	0.512
Payout ratio (distributions per share/adjusted cash flow per share)		62	%		85	%
Diluted weighted average shares outstanding		40,487,652			40,242,706

(a) We take a substantial portion of our asset management revenue in shares of the CPA^® REIT funds. To the extent we receive distributions in excess of the equity income that we recognize, we include such amounts in our evaluation of cash flow from core operations.

(b) Represents noncontrolling interests’ share of distributions made by ventures that we consolidate in our financial statements.

(c) Timing differences arising from the payment of certain liabilities and the receipt of certain receivables in a period other than that in which the item is recognized in determining net income may distort the actual cash flow that our core operations generate. We adjust our GAAP cash flow from operating activities to record such amounts in the period in which the item was actually recognized.

Non-GAAP Financial Disclosure

Adjusted cash flow from operating activities refers to our cash provided by operating activities, as determined in accordance with GAAP, adjusted primarily to reflect timing differences between the period an expense is incurred and paid, to add cash distributions that we receive from our investments in unconsolidated real estate joint ventures in excess of our equity investment in the joint ventures, and to subtract cash distributions that we make to our noncontrolling partners in real estate joint ventures that we consolidate. We hold a number of interests in real estate joint ventures, and we believe that adjusting our GAAP cash provided by operating activities to reflect these actual cash receipts and cash payments may give investors a more accurate picture of our actual cash flow than GAAP cash provided by operating activities alone and that it is a useful supplemental measure for investors to consider. We also believe that adjusted cash flow from operating activities is a useful supplemental measure for assessing the cash flow generated from our core operations, and we use this measure when evaluating distributions to shareholders and as one measure of our operating performance when we determine executive compensation. Adjusted cash flow from operating activities should not be considered as an alternative to cash provided by operating activities computed on a GAAP basis as a measure of our liquidity. Adjusted cash flow from operating activities may not be comparable to similarly titled measures of other companies.

W. P. CAREY & CO. LLC

Selected Investment Management Fees and Distributions (Unaudited)

(in thousands)

	Asset Management Revenue
Three Months Ended March 31, 2012	Base Asset Management Revenue		Performance Revenue		Distributions of Available Cash		Total
CPA®:15		3,137		—		—		3,137
CPA®:16 - Global		4,701		3,137		4,281		12,119
CPA®:17 - Global		4,553		—		2,693		7,246
CWI/Other		74		—		—		74
Total	$	12,465	$	3,137	$	6,974	$	22,576
Three Months Ended March 31, 2011
Total	$	11,345	$	8,475	$	1,815	$	21,635