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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2014
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from__________ to __________
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Maryland
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45-4549771
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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50 Rockefeller Plaza
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New York, New York
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10020
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of exchange on which registered
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Common Stock, $0.001 Par Value
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page No.
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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||
•
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our wholly-owned commercial real estate investments;
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•
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our co-owned commercial real estate investments;
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•
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our investments in the shares of the Managed REITs; and
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•
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our participation in the cash flows of the Managed REITs.
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•
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We earn dealer manager fees in connection with the public offerings of the Managed REITs;
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•
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We structure and negotiate investments and debt placement transactions for the Managed REITs, for which we earn structuring revenue;
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•
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We manage the portfolios of the Managed REITs’ real estate investments, for which we earn asset-based management revenue;
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•
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The Managed REITs reimburse us for certain costs that we incur on their behalf, consisting primarily of broker-dealer commissions and marketing costs while we are raising funds for their public offerings, and certain personnel and overhead costs; and
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•
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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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•
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Number of properties –
783
net-leased properties,
two
self-storage properties, and
two
hotels;
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•
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Total net-leased square footage –
87.3 million
; and
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•
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Occupancy rate – approximately
98.6%
.
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•
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Number of tenants –
219
;
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•
|
Investment-grade tenants –
26%
;
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•
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Weighted-average remaining lease term –
9.1
years;
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•
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94%
of our leases provide rent adjustments as follows:
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◦
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CPI and similar –
71%
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◦
|
fixed –
23%
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•
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allocating funds based on numerous factors, including cash available, diversification/concentration, transaction size, tax, leverage, and fund life;
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•
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all “split transactions,” where we co-invest with any CPA
®
REIT, are subject to the approval of the independent directors of the CPA
®
REIT;
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•
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investment allocations are reviewed as part of the annual advisory contract renewal process of each CPA
®
REIT; and
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•
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quarterly review of all of our investment activities and the investment activities of the CPA
®
REITs by the independent directors of the CPA
®
REITs.
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•
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changing governmental rules and policies;
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•
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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 United States;
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•
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expropriation of investments;
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•
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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;
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•
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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;
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•
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adverse market conditions caused by changes in national or local economic or political conditions;
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•
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tax requirements vary by country, and existing foreign tax laws and interpretations may change, and as a result we may be subject to additional taxes on our international investments;
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•
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changes in relative interest rates;
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•
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changes in the availability, cost and terms of mortgage funds resulting from varying national economic policies;
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•
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changes in real estate and other tax rates and other operating expenses in particular countries;
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•
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changes in land use and zoning laws;
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•
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more stringent environmental laws or changes in such laws; and.
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•
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restrictions and/or significant costs in repatriating cash and cash equivalents held in foreign bank accounts.
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•
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increasing our vulnerability to general adverse economic and industry conditions;
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•
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limiting our ability to obtain additional financing to fund future working capital, capital expenditures, and other general corporate requirements;
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•
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requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on its indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures, and general corporate requirements;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and industry; and
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•
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putting us at a disadvantage compared to our competitors with comparatively less indebtedness.
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•
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our cash flow may be insufficient to meet our debt service obligations with respect to our existing or potential future indebtedness, which would enable lenders and other debtholders to accelerate the maturity of their indebtedness, or may be insufficient to fund other important business uses after meeting such obligations;
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•
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we may violate restrictive covenants in our debt agreements, which would entitle lenders and other debtholders to accelerate the maturity of their indebtedness;
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•
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debt service requirements and financial covenants relating to our indebtedness may limit our ability to maintain our REIT qualification;
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•
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we may be unable to hedge our debt, counterparties may fail to honor their obligations under any of our hedge agreements, such agreements may not effectively hedge interest rate or currency fluctuation risk, and, upon the expiration of any of our hedge agreements, we would be exposed to then-existing market rates of interest or currency exchange rates and future rate volatility;
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•
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because a portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest expense;
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•
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we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, in order to pay our debt service or if we fail to meet our debt service obligations, in whole or in part;
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•
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upon any default on our secured indebtedness, the lenders may foreclose on our properties or our interests in the entities that own the properties that secure such indebtedness and receive an assignment of rents and leases; and
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•
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we may be unable to raise additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon acquisition opportunities or meet operational needs.
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•
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our business, financial condition, liquidity, results of operations, AFFO and prospects and market conditions at the time; and
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•
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restrictions in the agreements governing our indebtedness.
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•
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adverse changes in general or local economic conditions;
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•
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changes in the supply of or demand for similar or competing properties;
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•
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changes in interest rates and operating expenses;
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•
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competition for tenants;
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•
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changes in market rental rates;
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•
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inability to lease or sell properties upon termination of existing leases;
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•
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renewal of leases at lower rental rates;
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•
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inability to collect rents from tenants due to financial hardship, including bankruptcy;
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•
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changes in tax, real estate, zoning and environmental laws that may have an adverse impact upon the value of real estate;
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•
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uninsured property liability, property damage or casualty losses;
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•
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unexpected expenditures for capital improvements or to bring properties into compliance with applicable federal, state, and local laws;
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•
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exposure to environmental losses;
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•
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changes in foreign exchange rates; and
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•
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acts of God and other factors beyond the control of our management.
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•
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the loss of lease or interest and principal payments;
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•
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an increase in the costs incurred to carry the property;
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•
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litigation;
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•
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a reduction in the value of our shares; and
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•
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a decrease in distributions to our stockholders.
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•
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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;
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•
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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;
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•
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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;
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•
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responsibility for managing asbestos-containing building materials, and third-party claims for exposure to those materials; and
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•
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claims being made against us by the Managed REITs for inadequate due diligence.
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•
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it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; or
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•
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it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
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•
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“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
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•
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“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.
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•
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actual or anticipated variations in our operating results, earnings, or liquidity, or those of our competitors;
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•
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changes in our dividend policy;
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•
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publication of research reports about us, our competitors, our tenants or the REIT industry;
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•
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changes in market valuations of similar companies;
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•
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speculation in the press or investment community;
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•
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our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts;
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•
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increases in market interest rates, which may lead investors to demand a higher dividend yield for our common stock and would result in increased interest expense on our debt;
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•
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adverse market reaction to the amount of maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof;
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•
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adverse market reaction to any additional indebtedness we incur or equity or equity-related securities we issue in the future;
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•
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changes in our credit ratings;
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•
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actual or perceived conflicts of interest;
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•
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additions or departures of key management personnel;
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•
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our compliance with generally accepted accounting principles and policies;
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•
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our compliance with the listing requirements of the New York Stock Exchange;
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•
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the financial condition, liquidity, results of operations and prospects of our tenants;
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•
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failure to maintain our REIT qualification;
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•
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actions by institutional stockholders;
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•
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speculation in the investment community or the press;
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•
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general market and economic conditions, including the current state of the credit and capital markets; and
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•
|
the realization of any of the other risk factors presented in this Report or in subsequent reports that we file with the SEC.
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•
|
as a result of the issuances of shares of our common stock in connection with the CPA
®
:16 Merger and the Equity Offering, the total amount of cash required for us to pay dividends at our current rate has increased;
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•
|
there is no assurance that rents from our properties will increase, or that future acquisitions will increase our cash available for distribution to stockholders, and we may not have enough cash to pay such dividends due to changes in our cash requirements, capital plans, cash flow, or financial position;
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•
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decisions on whether, when, and in which amounts to make any future distributions will remain at all times entirely at the discretion of our board of directors, which reserves the right to change our dividend practices at any time and for any reason, including but not limited to, our earnings, our financial condition, maintaining our REIT status,
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•
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the amount of dividends that our subsidiaries may distribute to us may be subject to restrictions imposed by state law, restrictions that may be imposed by state regulators, and restrictions imposed by the terms of any current or future indebtedness that these subsidiaries may incur;
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•
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we will not be allowed a deduction for distributions to stockholders in computing our taxable income;
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•
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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
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•
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we would not be eligible to qualify as a REIT for the four taxable years following the year during which we were so disqualified.
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2014
|
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2013
|
||||||||||||||||||||
Period
|
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High
|
|
Low
|
|
Cash
Distributions
Declared
|
|
High
|
|
Low
|
|
Cash
Distributions
Declared
|
||||||||||||
First quarter
|
|
$
|
64.96
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$
|
55.23
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$
|
0.895
|
|
|
$
|
68.99
|
|
|
$
|
51.60
|
|
|
$
|
0.820
|
|
Second quarter
|
|
65.85
|
|
|
59.05
|
|
|
0.900
|
|
|
79.34
|
|
|
61.90
|
|
|
0.840
|
|
||||||
Third quarter
|
|
70.04
|
|
|
63.33
|
|
|
0.940
|
|
|
72.19
|
|
|
63.20
|
|
|
0.860
|
|
||||||
Fourth quarter
|
|
72.88
|
|
|
63.53
|
|
|
0.950
|
|
|
67.84
|
|
|
59.75
|
|
|
0.980
(a)
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|
(a)
|
Cash distributions declared in the fourth quarter of
2013
include a special distribution of $0.110 per share paid in January 2014 to stockholders of record at
December 31, 2013
.
|
|
|
At December 31,
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||||||||||||||||||||||
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2009
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2010
|
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2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
W. P. Carey Inc.
(a)
|
|
$
|
100.00
|
|
|
$
|
121.09
|
|
|
$
|
167.50
|
|
|
$
|
224.37
|
|
|
$
|
278.33
|
|
|
$
|
336.51
|
|
S&P 500 Index
|
|
100.00
|
|
|
115.06
|
|
|
117.49
|
|
|
136.30
|
|
|
180.44
|
|
|
205.14
|
|
||||||
FTSE NAREIT Equity REITs Index
|
|
100.00
|
|
|
127.96
|
|
|
138.57
|
|
|
163.60
|
|
|
167.63
|
|
|
218.16
|
|
(a)
|
Prices in the tables above reflect the price of the Listed Shares of our predecessor through the date of the CPA
®
:15 Merger and our REIT conversion on September 28, 2012 (
Note 3
) and the price of our common stock thereafter.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2014
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2013
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2012
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2011
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2010
|
||||||||||
Operating Data
|
|
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|
||||||||||
Revenues from continuing operations
(a) (b)
|
$
|
906,193
|
|
|
$
|
489,851
|
|
|
$
|
352,361
|
|
|
$
|
309,711
|
|
|
$
|
246,105
|
|
Income from continuing operations
(a) (b)
|
212,751
|
|
|
93,985
|
|
|
87,514
|
|
|
153,041
|
|
|
83,870
|
|
|||||
Net income
|
246,069
|
|
|
132,165
|
|
|
62,779
|
|
|
139,138
|
|
|
74,951
|
|
|||||
Net (income) loss attributable to noncontrolling interests
|
(6,385
|
)
|
|
(32,936
|
)
|
|
(607
|
)
|
|
1,864
|
|
|
314
|
|
|||||
Net loss (income) attributable to redeemable noncontrolling interests
|
142
|
|
|
(353
|
)
|
|
(40
|
)
|
|
(1,923
|
)
|
|
(1,293
|
)
|
|||||
Net income attributable to W. P. Carey
|
239,826
|
|
|
98,876
|
|
|
62,132
|
|
|
139,079
|
|
|
73,972
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations attributable to W. P. Carey
|
2.08
|
|
|
1.22
|
|
|
1.83
|
|
|
3.78
|
|
|
2.09
|
|
|||||
Net income attributable to W. P. Carey
|
2.42
|
|
|
1.43
|
|
|
1.30
|
|
|
3.44
|
|
|
1.86
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations attributable to W. P. Carey
|
2.06
|
|
|
1.21
|
|
|
1.80
|
|
|
3.76
|
|
|
2.08
|
|
|||||
Net income attributable to W. P. Carey
|
2.39
|
|
|
1.41
|
|
|
1.28
|
|
|
3.42
|
|
|
1.86
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash distributions declared per share
(c)
|
3.69
|
|
|
3.50
|
|
|
2.44
|
|
|
2.19
|
|
|
2.03
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
8,637,328
|
|
|
$
|
4,678,950
|
|
|
$
|
4,609,042
|
|
|
$
|
1,462,623
|
|
|
$
|
1,172,326
|
|
Net investments in real estate
(d) (e)
|
5,656,555
|
|
|
2,803,634
|
|
|
2,675,573
|
|
|
679,182
|
|
|
624,681
|
|
|||||
Non-recourse debt, net
|
2,532,683
|
|
|
1,492,410
|
|
|
1,715,397
|
|
|
356,209
|
|
|
255,232
|
|
|||||
Senior credit facilities and senior unsecured
notes, net
(f)
|
1,555,863
|
|
|
575,000
|
|
|
253,000
|
|
|
233,160
|
|
|
141,750
|
|
|||||
Other Information
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
399,092
|
|
|
$
|
207,908
|
|
|
$
|
80,643
|
|
|
$
|
80,116
|
|
|
$
|
86,417
|
|
Cash distributions paid
|
347,902
|
|
|
220,395
|
|
|
113,867
|
|
|
85,814
|
|
|
92,591
|
|
|||||
Payments of mortgage principal
(g)
|
205,024
|
|
|
391,764
|
|
|
54,964
|
|
|
25,327
|
|
|
14,324
|
|
(a)
|
The year ended
December 31, 2014
includes the impact of the CPA
®
:16 Merger, which was completed on January 31, 2014. The years ended
December 31, 2014
,
2013
, and
2012
include the impact of the CPA
®
:15 Merger, which was completed on September 28, 2012 (
Note 3
).
|
(b)
|
The year ended December 31, 2011 includes $52.5 million of incentive, termination and subordinated disposition revenue recognized in connection with the merger between CPA
®
:16 – Global and Corporate Property Associates 14 Incorporated, or CPA
®
:14, in May 2011.
|
(c)
|
The year ended December 31, 2013 includes a special distribution of $0.110 per share paid in January 2014 to stockholders of record at December 31, 2013.
|
(d)
|
Net investments in real estate consists of Net investments in properties, Net investments in direct financing leases, and Assets held for sale, as applicable.
|
(e)
|
Certain prior period amounts have been reclassified to conform to the current period presentation.
|
(f)
|
The year ended December 31, 2014 includes our $500.0 million 4.6% senior unsecured notes. The year ended December 31, 2013 includes the $300.0 million unsecured term loan obtained in July 2013, or the Unsecured Term Loan, and the year ended December 31, 2012 includes the $175.0 million term loan facility (
Note 11
), which was drawn down in full in connection with the CPA
®
:15 Merger (
Note 3
).
|
(g)
|
Represents scheduled mortgage principal payments.
|
•
|
On March 14, 2014, we issued $500.0 million of 4.6% senior unsecured notes, at a price of 99.639% of par value, in our inaugural public debt offering. These senior unsecured notes have a ten-year term and are scheduled to mature on April 1, 2024.
|
•
|
On January 15, 2015 (
Note 19
), we exercised the Accordion Feature on our Senior Unsecured Credit Facility (
Note 11
), which increased the maximum borrowing capacity under our Revolver from $1.0 billion to $1.5 billion. We also amended the Senior Unsecured Credit Facility as follows: (i) established a new $500.0 million accordion feature that, if exercised, subject to lender commitments, would increase our maximum borrowing capacity to $2.25 billion, and
|
•
|
On January 21, 2015, we issued €500.0 million ($591.7 million) of 2.0% senior unsecured notes, at a price of 99.22% of par value, in a registered public offering (
Note 19
). These 2.0% senior unsecured notes have an eight-year term and are scheduled to mature on January 20, 2023.
|
•
|
On January 26, 2015, we issued $450.0 million of 4.0% senior unsecured notes, at a price of 99.372% of par value, in a registered public offering (
Note 19
). These 4.0% senior unsecured notes have a ten-year term and are scheduled to mature on February 1, 2025.
|
•
|
During
2014
, we invested
$25.0 million
in a BDC (
Note 7
), which we formed as part of our efforts to diversify the funds that we manage. In February 2015, one of our subsidiaries became a registered investment advisor with regard to that BDC.
|
•
|
During
2014
, we structured investments in
ten
properties, two follow-on equity investments, and a foreign debenture for an aggregate of
$291.3 million
, inclusive of acquisition-related costs, on behalf of CPA
®
:17 – Global.
Two
of these investments are jointly-owned with CPA
®
:18 – Global. Approximately $
202.3 million
was
invested internationally and $
89.0 million
was invested
in the United States.
|
•
|
During
2014
, we structured investments in
54
properties and a note receivable for an aggregate of
$911.7 million
, inclusive of acquisition-related costs, on behalf of CPA
®
:18 – Global.
Two
of these investments are jointly-owned with CPA
®
:17 – Global. Approximately $
469.2 million
was invested in the United States, $
373.3 million
was invested in Europe, and
$69.2 million
was invested in Africa.
|
•
|
During
2014
, we structured investments in
nine
domestic hotels for a total of
$
677.2 million
, inclusive of acquisition-related costs, on behalf of CWI.
|
•
|
On July 25, 2013, CPA
®
:16 – Global, which commenced operations in 2003, entered into a definitive merger agreement with us and we completed the CPA
®
:16 Merger, which we structured as a liquidity event for the stockholders of CPA
®
:16 – Global, on January 31, 2014 (
Note 3
).
|
•
|
During
2014
, we arranged mortgage financing totaling $
92.8 million
for CPA
®
:17 – Global, $
466.4 million
for CPA
®
:18 – Global, and $
408.8 million
for CWI.
|
•
|
CPA
®
:18 – Global commenced its initial public offering in May 2013 and through
December 31, 2014
raised approximately $
1.1 billion
, of which $
905.8 million
was raised during the year ended
December 31, 2014
.
|
•
|
In May 2014, the board of directors of CPA
®
:18 – Global approved the discontinuation of sales of its class A shares of common stock as of June 30, 2014 in order to moderate the pace of its fundraising. In order to facilitate the final sales of its class A shares and the continued sales of its class C shares of common stock, the board of directors of CPA
®
:18 – Global also approved the reallocation of up to $250.0 million of its shares of common stock registered under its dividend reinvestment plan, to its initial public offering. In December 2014, CPA
®
:18 – Global announced that it
|
•
|
CWI commenced its follow-on offering in December 2013, after completion of its initial public offering in September 2013. In August 2014, CWI reallocated $200.0 million of its common stock registered under its dividend reinvestment plan to its follow-on offering. In December 2014, CWI reallocated an additional $60.0 million of its common stock registered under its dividend reinvestment plan to its follow-on offering. CWI completed fundraising in its follow-on offering on December 31, 2014. Through the initial public offering and the follow-on offering, CWI raised a total of $
1.2 billion
, of which $
577.4 million
was raised through its follow on-offering during the year ended
December 31, 2014
.
|
•
|
In June 2014, CWI 2 filed a registration statement on Form S-11 with the SEC to sell up to $1.0 billion of its common stock, in an initial public offering plus up to an additional $400.0 million of its common stock under its dividend reinvestment plan. In January, 2015, CWI 2 amended its registration statement, so that the offering is for up to $1.4 billion of its common stock plus up to an additional $600 million of its common stock through its dividend reinvestment plan. The registration statement was declared effective by the SEC on February 9, 2015. As of the date of this Report, CWI 2 has not yet admitted any shareholders.
|
•
|
In September 2014, two feeder funds for CCIF, a BDC, each filed registration statements on Form N-2 with the SEC to sell up to 50,000,000 and 21,000,000 shares of common stock, respectively, and intend to invest the net proceeds of their public offerings in CCIF. We refer to the feeder funds together with CCIF as the BDCs. As of the date of this Report, these registration statements have not been declared effective by the SEC, and there can be no assurance as to whether or when any such offerings would be commenced.
|
•
|
Lease revenue and property level contribution from properties acquired in the CPA
®
:16 Merger on January 31, 2014 were
$250.5 million
and
$142.6 million
, respectively, for the year ended
December 31, 2014
;
|
•
|
We recognized a Gain on change in control of interests of
$105.9 million
in connection with the CPA
®
:16 Merger during the year ended
December 31, 2014
(
Note 3
);
|
•
|
We received an aggregate of
$13.5 million
in lease termination income in connection with the early termination of two leases during the second quarter of 2014;
|
•
|
Asset management revenue from CPA
®
:16 – Global decreased by
$16.3 million
for the year ended
December 31, 2014
as compared to
2013
due to the cessation of asset management fees from CPA
®
:16 – Global upon completion of the CPA
®
:16 Merger on January 31, 2014;
|
•
|
We incurred interest expense on our $500.0 million 4.6% senior unsecured notes issued in March 2014 of
$18.5 million
during the year ended December 31, 2014 (
Note 11
);
|
•
|
We incurred costs in connection with the CPA
®
:16 Merger of
$30.5 million
during the year ended
December 31, 2014
;
|
•
|
We issued
30,729,878
shares on January 31, 2014 to stockholders of CPA
®
:16 – Global as part of the merger consideration in connection with the CPA
®
:16 Merger;
|
•
|
We paid cash distributions on shares issued in connection with the CPA
®
:16 Merger totaling
$84.0 million
during the year ended
December 31, 2014
; and
|
•
|
We issued
4,600,000
shares in the Equity Offering in September 2014.
|
•
|
We recognized a net gain of $39.6 million on the sale of 19 self-storage properties during
2013
, inclusive of amounts attributable to noncontrolling interests of $24.4 million;
|
•
|
Lease revenue and property level contribution was favorably impacted by $166.5 million and $96.5 million, respectively, for the year ended December 31,
2013
as compared to
2012
, due to revenue generated from the properties acquired in the CPA
®
:15 Merger on September 28, 2012;
|
•
|
Asset management revenue decreased by $18.5 million for the year ended December 31,
2013
as compared to 2012, as a result of the CPA
®
:15 Merger in September
2012
, which reduced the asset base from which we earn Asset management revenue;
|
•
|
We incurred costs in connection with the CPA
®
:16 Merger of $5.0 million in 2013 and the CPA
®
:15 Merger of $31.7 million in
2012
;
|
•
|
We paid cash distributions on shares issued in connection with the CPA
®
:15 Merger totaling $89.6 million during the year ended December 31,
2013
; and
|
•
|
We issued of 28,170,643 shares on September 28, 2012 to stockholders of CPA
®
:15 in connection with the CPA
®
:15 Merger.
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Real estate revenues (excluding reimbursable tenant costs)
|
$
|
618,268
|
|
|
$
|
302,651
|
|
|
$
|
121,713
|
|
Investment management revenues (excluding reimbursable costs from affiliates)
|
132,851
|
|
|
100,314
|
|
|
124,935
|
|
|||
Total revenues (excluding reimbursable costs)
|
751,119
|
|
|
402,965
|
|
|
246,648
|
|
|||
Net income attributable to W. P. Carey
|
239,826
|
|
|
98,876
|
|
|
62,132
|
|
|||
|
|
|
|
|
|
||||||
Cash distributions paid
|
347,902
|
|
|
220,395
|
|
|
113,867
|
|
|||
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
399,092
|
|
|
207,908
|
|
|
80,643
|
|
|||
Net cash (used in) provided by investing activities
|
(640,226
|
)
|
|
(6,374
|
)
|
|
126,466
|
|
|||
Net cash provided by (used in) financing activities
|
343,140
|
|
|
(210,588
|
)
|
|
(113,292
|
)
|
|||
|
|
|
|
|
|
||||||
Supplemental financial measure:
|
|
|
|
|
|
|
|
||||
Adjusted funds from operations (AFFO)
(a)
|
480,466
|
|
|
294,151
|
|
|
180,631
|
|
|||
|
|
|
|
|
|
||||||
Diluted weighted-average shares outstanding
(b) (c)
|
99,827,356
|
|
|
69,708,008
|
|
|
48,078,474
|
|
(a)
|
We consider the performance metrics listed above, including Adjusted funds from operations, previously referred to as Funds from operations – as adjusted, or AFFO, a supplemental measure that is not defined by GAAP, referred to as a non-GAAP measure, 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 the ability to generate cash flow necessary to meet our objective of funding distributions to stockholders. See
Supplemental Financial Measures
below for our definition of this non-GAAP measure and a reconciliation to its most directly comparable GAAP measure.
|
(b)
|
Amount for the year ended
December 31, 2014
includes the dilutive impact of the 4,600,000 shares issued in the Equity Offering on September 30, 2014 and the 30,729,878 shares issued to stockholders of CPA
®
:16 – Global in connection with the CPA
®
:16 Merger on January 31, 2014.
|
(c)
|
Amount for the year ended
December 31, 2013
includes the dilutive impact of the 28,170,643 shares issued to stockholders of CPA
®
:15 in connection with the CPA
®
:15 Merger on September 28, 2012.
|
|
As of December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Number of net-leased properties
(a)
|
783
|
|
|
418
|
|
|
423
|
|
|||
Number of operating properties
(b)
|
4
|
|
|
2
|
|
|
22
|
|
|||
Number of tenants (net-leased properties)
|
219
|
|
|
128
|
|
|
124
|
|
|||
Total square footage (net-leased properties, in thousands)
|
87,300
|
|
|
39,500
|
|
|
38,500
|
|
|||
Occupancy (net-leased properties)
|
98.6
|
%
|
|
98.9
|
%
|
|
98.7
|
%
|
|||
Weighted-average lease term (net-leased properties, in years)
|
9.1
|
|
|
8.1
|
|
|
8.9
|
|
|||
Number of countries
|
18
|
|
|
10
|
|
|
10
|
|
|||
Total assets (consolidated basis, in thousands)
|
$
|
8,637,328
|
|
|
$
|
4,678,950
|
|
|
$
|
4,609,042
|
|
Net investments in real estate (consolidated basis, in thousands)
|
5,656,555
|
|
|
2,803,634
|
|
|
2,675,573
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Financing obtained (in millions, pro rata and consolidated basis)
(c)
|
$
|
1,750.0
|
|
|
$
|
415.6
|
|
|
$
|
198.8
|
|
Acquisition volume (in millions, pro rata and consolidated basis)
(d)
|
906.9
|
|
|
347.1
|
|
|
24.6
|
|
|||
New equity investments (millions)
|
25.0
|
|
|
—
|
|
|
1.3
|
|
|||
Average U.S. dollar/euro exchange rate (e)
|
1.3295
|
|
|
1.3284
|
|
|
1.2861
|
|
|||
Increase in the U.S. CPI
(f)
|
0.8
|
%
|
|
1.5
|
%
|
|
1.7
|
%
|
|||
Increase in the German CPI
(f)
|
0.2
|
%
|
|
1.4
|
%
|
|
2.0
|
%
|
|||
Increase in the French CPI
(f)
|
0.1
|
%
|
|
0.7
|
%
|
|
1.3
|
%
|
|||
Increase in the Finnish CPI
(f)
|
0.5
|
%
|
|
1.6
|
%
|
|
2.4
|
%
|
|||
(Decrease) increase in the Spanish CPI
(f)
|
(1.0
|
)%
|
|
0.3
|
%
|
|
2.8
|
%
|
(a)
|
Amounts represent net-leased properties as of
December 31, 2014
, including 335 properties acquired from CPA
®
:16 – Global in the CPA
®
:16 Merger in January 2014 with a total fair value of approximately $
3.7 billion
(
Note 3
), 11 of which were sold during the year ended
December 31, 2014
.
|
(b)
|
Operating properties include two self-storage properties with an average occupancy of
92.3%
at
December 31, 2014
, and two hotel properties acquired from CPA
®
:16 – Global in the CPA
®
:16 Merger with an average occupancy of
83.2%
for the year ended
December 31, 2014
. Operating properties at
December 31, 2013
and
2012
were held within one consolidated investment, which was jointly-owned with an unrelated third-party and two employees, in 20 jointly-owned self-storage properties, as well as a hotel and a wholly-owned self-storage property. We sold 19 of the jointly-owned self-storage properties and the hotel in the fourth quarter of 2013.
|
(c)
|
The amount for the year ended
December 31, 2014
includes our $500.0 million 4.6% senior unsecured notes and our $1.25 billion Senior Unsecured Credit Facility (
Note 11
). The amount for the year ended
December 31, 2013
includes a $300.0 million Unsecured Term Loan, and the amount for the year ended
December 31, 2012
includes a $175.0 million term loan facility obtained in connection with the CPA
®
:15 Merger (
Note 3
), each of which was repaid in full and terminated on January 31, 2014 when we entered into our Senior Unsecured Credit Facility.
|
(d)
|
Amount for the year ended
December 31, 2014
includes acquisition-related costs, recognized as expense in the consolidated financial statements. Amount for the year ended
December 31, 2012
does not include our acquisition of a 52.63% ownership interest in Marcourt Investments Inc., or Marcourt, in connection with the CPA
®
:15 Merger.
|
(e)
|
The average conversion rate for the U.S. dollar in relation to the euro increased during each of the years ended
December 31, 2014
and
2013
, as compared to their respective prior years, resulting in a positive impact on earnings in
2014
and
2013
from our euro-denominated investments.
|
(f)
|
Many of our lease agreements and those of the CPA
®
REITs include contractual increases indexed to changes in the CPI or similar indices in the jurisdictions in which the properties are located.
|
Tenant/Lease Guarantor
|
|
ABR
|
|
Percent
|
|||
Hellweg Die Profi-Baumärkte GmbH & Co. KG
(a)
|
|
$
|
37,716
|
|
|
5.6
|
%
|
U-Haul Moving Partners Inc. and Mercury Partners, LP
|
|
31,853
|
|
|
4.7
|
%
|
|
Carrefour France SAS
(a)
|
|
30,078
|
|
|
4.4
|
%
|
|
State of Andalusia, Spain
(a) (b)
|
|
28,692
|
|
|
4.2
|
%
|
|
OBI Group
(a)
|
|
16,545
|
|
|
2.5
|
%
|
|
Marcourt Investments Inc.
|
|
16,100
|
|
|
2.4
|
%
|
|
True Value Company
|
|
14,775
|
|
|
2.2
|
%
|
|
UTI Holdings, Inc.
|
|
14,621
|
|
|
2.2
|
%
|
|
Advanced Micro Devices, Inc.
|
|
12,769
|
|
|
1.9
|
%
|
|
Dick’s Sporting Goods, Inc.
|
|
11,831
|
|
|
1.7
|
%
|
|
Total
|
|
$
|
214,980
|
|
|
31.8
|
%
|
(a)
|
ABR amounts are subject to fluctuations in foreign currency exchange rates.
|
(b)
|
We acquired this investment in December 2014.
|
Region
|
|
ABR
|
|
Percent
|
|
Square
Footage
|
|
Percent
|
|||||
United States
|
|
|
|
|
|
|
|
|
|||||
East
|
|
|
|
|
|
|
|
|
|||||
New Jersey
|
|
$
|
25,177
|
|
|
3.7
|
%
|
|
1,694
|
|
|
1.9
|
%
|
North Carolina
|
|
18,631
|
|
|
2.8
|
%
|
|
4,435
|
|
|
5.1
|
%
|
|
Pennsylvania
|
|
17,936
|
|
|
2.7
|
%
|
|
2,526
|
|
|
2.9
|
%
|
|
New York
|
|
17,565
|
|
|
2.6
|
%
|
|
1,178
|
|
|
1.4
|
%
|
|
Massachusetts
|
|
14,584
|
|
|
2.2
|
%
|
|
1,390
|
|
|
1.6
|
%
|
|
Virginia
|
|
7,780
|
|
|
1.1
|
%
|
|
1,089
|
|
|
1.2
|
%
|
|
Other
(a)
|
|
23,415
|
|
|
3.5
|
%
|
|
4,758
|
|
|
5.5
|
%
|
|
Total East
|
|
125,088
|
|
|
18.6
|
%
|
|
17,070
|
|
|
19.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
West
|
|
|
|
|
|
|
|
|
|||||
California
|
|
55,021
|
|
|
8.1
|
%
|
|
3,540
|
|
|
4.1
|
%
|
|
Arizona
|
|
25,659
|
|
|
3.8
|
%
|
|
2,934
|
|
|
3.4
|
%
|
|
Colorado
|
|
10,949
|
|
|
1.6
|
%
|
|
1,340
|
|
|
1.5
|
%
|
|
Utah
|
|
6,854
|
|
|
1.0
|
%
|
|
960
|
|
|
1.1
|
%
|
|
Other
(a)
|
|
20,026
|
|
|
3.0
|
%
|
|
2,336
|
|
|
2.7
|
%
|
|
Total West
|
|
118,509
|
|
|
17.5
|
%
|
|
11,110
|
|
|
12.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
South
|
|
|
|
|
|
|
|
|
|||||
Texas
|
|
46,496
|
|
|
6.9
|
%
|
|
6,758
|
|
|
7.7
|
%
|
|
Georgia
|
|
26,374
|
|
|
3.9
|
%
|
|
3,497
|
|
|
4.0
|
%
|
|
Florida
|
|
17,786
|
|
|
2.6
|
%
|
|
1,855
|
|
|
2.1
|
%
|
|
Tennessee
|
|
15,411
|
|
|
2.3
|
%
|
|
1,803
|
|
|
2.1
|
%
|
|
Other
(a)
|
|
8,494
|
|
|
1.3
|
%
|
|
1,767
|
|
|
2.0
|
%
|
|
Total South
|
|
114,561
|
|
|
17.0
|
%
|
|
15,680
|
|
|
17.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Midwest
|
|
|
|
|
|
|
|
|
|||||
Illinois
|
|
25,897
|
|
|
3.8
|
%
|
|
3,741
|
|
|
4.3
|
%
|
|
Michigan
|
|
11,697
|
|
|
1.7
|
%
|
|
1,386
|
|
|
1.6
|
%
|
|
Indiana
|
|
9,072
|
|
|
1.3
|
%
|
|
1,418
|
|
|
1.6
|
%
|
|
Ohio
|
|
7,888
|
|
|
1.2
|
%
|
|
1,813
|
|
|
2.1
|
%
|
|
Other
(a)
|
|
27,446
|
|
|
4.1
|
%
|
|
4,922
|
|
|
5.6
|
%
|
|
Total Midwest
|
|
82,000
|
|
|
12.1
|
%
|
|
13,280
|
|
|
15.2
|
%
|
|
United States Total
|
|
440,158
|
|
|
65.2
|
%
|
|
57,140
|
|
|
65.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
International
|
|
|
|
|
|
|
|
|
|||||
Germany
|
|
61,584
|
|
|
9.1
|
%
|
|
7,009
|
|
|
8.0
|
%
|
|
France
|
|
46,939
|
|
|
6.9
|
%
|
|
8,166
|
|
|
9.3
|
%
|
|
Spain
|
|
30,371
|
|
|
4.5
|
%
|
|
2,926
|
|
|
3.4
|
%
|
|
Finland
|
|
30,062
|
|
|
4.4
|
%
|
|
2,133
|
|
|
2.4
|
%
|
|
Poland
|
|
18,601
|
|
|
2.7
|
%
|
|
2,189
|
|
|
2.5
|
%
|
|
United Kingdom
|
|
12,877
|
|
|
1.9
|
%
|
|
973
|
|
|
1.1
|
%
|
|
Australia
|
|
10,906
|
|
|
1.6
|
%
|
|
3,160
|
|
|
3.6
|
%
|
|
Other
(b)
|
|
25,159
|
|
|
3.7
|
%
|
|
3,651
|
|
|
4.2
|
%
|
|
International Total
|
|
236,499
|
|
|
34.8
|
%
|
|
30,207
|
|
|
34.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
|
$
|
676,657
|
|
|
100.0
|
%
|
|
87,347
|
|
|
100.0
|
%
|
Property Type
|
|
ABR
|
|
Percent
|
|
Square
Footage |
|
Percent
|
|||||
Office
|
|
$
|
214,147
|
|
|
31.6
|
%
|
|
13,616
|
|
|
15.6
|
%
|
Industrial
|
|
172,907
|
|
|
25.7
|
%
|
|
34,192
|
|
|
39.2
|
%
|
|
Warehouse/Distribution
|
|
121,974
|
|
|
18.0
|
%
|
|
24,856
|
|
|
28.5
|
%
|
|
Retail
|
|
83,372
|
|
|
12.3
|
%
|
|
7,716
|
|
|
8.8
|
%
|
|
Self-Storage
|
|
31,853
|
|
|
4.7
|
%
|
|
3,535
|
|
|
4.0
|
%
|
|
Other Properties
(c)
|
|
52,404
|
|
|
7.7
|
%
|
|
3,432
|
|
|
3.9
|
%
|
|
|
|
$
|
676,657
|
|
|
100.0
|
%
|
|
87,347
|
|
|
100.0
|
%
|
(a)
|
Other properties in the East include assets in Connecticut, South Carolina, Kentucky, Maryland, New Hampshire, Vermont, and West Virginia. Other properties in the West include assets in Washington, New Mexico, Nevada, Oregon, Wyoming, and Alaska. Other properties in the South include assets in Alabama, Louisiana, Arkansas, Mississippi, and Oklahoma. Other properties in the Midwest include assets in Missouri, Minnesota, Kansas, Wisconsin, Nebraska, and Iowa.
|
(b)
|
Includes assets in Norway, the Netherlands, Hungary, Belgium, Sweden, Canada, Mexico, Thailand, Malaysia, and Japan.
|
(c)
|
Includes ABR from tenants within the following property types: hotels, learning center, sports facility, theater, and residential.
|
Industry Type
|
|
ABR
|
|
Percent
|
|
Square
Footage |
|
Percent
|
|||||
Retail Stores
|
|
$
|
132,682
|
|
|
19.6
|
%
|
|
19,945
|
|
|
22.8
|
%
|
Business and Commercial Services
|
|
57,504
|
|
|
8.5
|
%
|
|
5,418
|
|
|
6.2
|
%
|
|
Electronics
|
|
43,566
|
|
|
6.4
|
%
|
|
3,462
|
|
|
4.0
|
%
|
|
Federal, State, Local and Foreign Government
|
|
42,660
|
|
|
6.3
|
%
|
|
3,363
|
|
|
3.9
|
%
|
|
Healthcare, Education, and Childcare
|
|
41,412
|
|
|
6.1
|
%
|
|
3,165
|
|
|
3.6
|
%
|
|
Chemicals, Plastics, Rubber, and Glass
|
|
39,074
|
|
|
5.8
|
%
|
|
6,881
|
|
|
7.9
|
%
|
|
Automobile
|
|
36,061
|
|
|
5.3
|
%
|
|
6,213
|
|
|
7.1
|
%
|
|
Beverages, Food, and Tobacco
|
|
33,775
|
|
|
5.0
|
%
|
|
7,303
|
|
|
8.4
|
%
|
|
Media: Printing and Publishing
|
|
23,136
|
|
|
3.4
|
%
|
|
1,930
|
|
|
2.2
|
%
|
|
Machinery
|
|
21,593
|
|
|
3.2
|
%
|
|
3,325
|
|
|
3.8
|
%
|
|
Buildings and Real Estate
|
|
20,703
|
|
|
3.2
|
%
|
|
2,298
|
|
|
2.6
|
%
|
|
Insurance
|
|
17,894
|
|
|
2.6
|
%
|
|
1,053
|
|
|
1.2
|
%
|
|
Telecommunications
|
|
17,751
|
|
|
2.6
|
%
|
|
1,227
|
|
|
1.4
|
%
|
|
Transportation - Cargo
|
|
16,573
|
|
|
2.4
|
%
|
|
1,990
|
|
|
2.3
|
%
|
|
Hotels and Gaming
|
|
16,100
|
|
|
2.4
|
%
|
|
1,036
|
|
|
1.2
|
%
|
|
Construction and Building
|
|
15,600
|
|
|
2.3
|
%
|
|
4,589
|
|
|
5.2
|
%
|
|
Leisure, Amusement, and Entertainment
|
|
14,758
|
|
|
2.2
|
%
|
|
768
|
|
|
0.9
|
%
|
|
Aerospace and Defense
|
|
14,475
|
|
|
2.2
|
%
|
|
1,572
|
|
|
1.8
|
%
|
|
Transportation - Personal
|
|
11,360
|
|
|
1.7
|
%
|
|
1,263
|
|
|
1.4
|
%
|
|
Consumer and Durable Goods
|
|
11,091
|
|
|
1.6
|
%
|
|
2,381
|
|
|
2.7
|
%
|
|
Grocery
|
|
11,007
|
|
|
1.6
|
%
|
|
1,185
|
|
|
1.4
|
%
|
|
Oil and Gas
|
|
8,578
|
|
|
1.3
|
%
|
|
368
|
|
|
0.4
|
%
|
|
Consumer Non-Durable Goods
|
|
7,785
|
|
|
1.2
|
%
|
|
1,532
|
|
|
1.8
|
%
|
|
Textiles, Leather, and Apparel
|
|
6,988
|
|
|
1.0
|
%
|
|
1,773
|
|
|
2.0
|
%
|
|
Other
(a)
|
|
14,531
|
|
|
2.1
|
%
|
|
3,307
|
|
|
3.8
|
%
|
|
|
|
$
|
676,657
|
|
|
100.0
|
%
|
|
87,347
|
|
|
100.0
|
%
|
(a)
|
Includes ABR from tenants in the following industries: banking; mining, metals, and primary metal industries; and forest products and paper.
|
Year of Lease Expiration
(a)
|
|
Number of Leases Expiring
|
|
ABR
|
|
Percent
|
|
Square
Footage |
|
Percent
|
||||||
2015
(b)
|
|
15
|
|
|
$
|
21,354
|
|
|
3.2
|
%
|
|
1,882
|
|
|
2.2
|
%
|
2016
|
|
18
|
|
|
22,124
|
|
|
3.3
|
%
|
|
2,822
|
|
|
3.2
|
%
|
|
2017
|
|
21
|
|
|
20,380
|
|
|
3.0
|
%
|
|
3,243
|
|
|
3.7
|
%
|
|
2018
|
|
30
|
|
|
58,806
|
|
|
8.7
|
%
|
|
8,114
|
|
|
9.3
|
%
|
|
2019
|
|
28
|
|
|
47,083
|
|
|
7.0
|
%
|
|
4,746
|
|
|
5.4
|
%
|
|
2020
|
|
24
|
|
|
34,810
|
|
|
5.1
|
%
|
|
3,578
|
|
|
4.1
|
%
|
|
2021
|
|
77
|
|
|
42,859
|
|
|
6.3
|
%
|
|
7,042
|
|
|
8.1
|
%
|
|
2022
|
|
38
|
|
|
62,034
|
|
|
9.2
|
%
|
|
8,557
|
|
|
9.8
|
%
|
|
2023
|
|
15
|
|
|
47,581
|
|
|
7.0
|
%
|
|
5,669
|
|
|
6.5
|
%
|
|
2024
|
|
42
|
|
|
90,124
|
|
|
13.3
|
%
|
|
11,120
|
|
|
12.7
|
%
|
|
2025
|
|
17
|
|
|
20,752
|
|
|
3.1
|
%
|
|
2,477
|
|
|
2.8
|
%
|
|
2026
|
|
21
|
|
|
17,329
|
|
|
2.5
|
%
|
|
2,484
|
|
|
2.8
|
%
|
|
2027
|
|
16
|
|
|
35,253
|
|
|
5.2
|
%
|
|
5,380
|
|
|
6.2
|
%
|
|
2028
|
|
8
|
|
|
21,462
|
|
|
3.2
|
%
|
|
2,853
|
|
|
3.3
|
%
|
|
Thereafter
|
|
63
|
|
|
134,706
|
|
|
19.9
|
%
|
|
16,190
|
|
|
18.5
|
%
|
|
Vacant
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1,190
|
|
|
1.4
|
%
|
|
|
|
433
|
|
|
$
|
676,657
|
|
|
100.0
|
%
|
|
87,347
|
|
|
100.0
|
%
|
(a)
|
Assumes tenant does not exercise renewal option.
|
(b)
|
Month-to-month leases are included in 2015 ABR.
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lease revenues
|
$
|
573,829
|
|
|
$
|
299,624
|
|
|
$
|
274,205
|
|
|
$
|
299,624
|
|
|
$
|
119,296
|
|
|
$
|
180,328
|
|
Operating property revenues
|
28,913
|
|
|
956
|
|
|
27,957
|
|
|
956
|
|
|
925
|
|
|
31
|
|
||||||
Reimbursable tenant costs
|
24,862
|
|
|
13,314
|
|
|
11,548
|
|
|
13,314
|
|
|
7,468
|
|
|
5,846
|
|
||||||
Lease termination income and other
|
15,526
|
|
|
2,071
|
|
|
13,455
|
|
|
2,071
|
|
|
1,492
|
|
|
579
|
|
||||||
|
643,130
|
|
|
315,965
|
|
|
327,165
|
|
|
315,965
|
|
|
129,181
|
|
|
186,784
|
|
||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net-leased properties
|
229,210
|
|
|
117,271
|
|
|
111,939
|
|
|
117,271
|
|
|
40,478
|
|
|
76,793
|
|
||||||
Operating properties
|
3,889
|
|
|
178
|
|
|
3,711
|
|
|
178
|
|
|
205
|
|
|
(27
|
)
|
||||||
|
233,099
|
|
|
117,449
|
|
|
115,650
|
|
|
117,449
|
|
|
40,683
|
|
|
76,766
|
|
||||||
Property expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reimbursable tenant costs
|
24,862
|
|
|
13,314
|
|
|
11,548
|
|
|
13,314
|
|
|
7,468
|
|
|
5,846
|
|
||||||
Operating property expenses
|
20,847
|
|
|
577
|
|
|
20,270
|
|
|
577
|
|
|
494
|
|
|
83
|
|
||||||
Net-leased properties
|
15,493
|
|
|
6,416
|
|
|
9,077
|
|
|
6,416
|
|
|
3,753
|
|
|
2,663
|
|
||||||
Property management fees
|
1,385
|
|
|
1,089
|
|
|
296
|
|
|
1,089
|
|
|
308
|
|
|
781
|
|
||||||
|
62,587
|
|
|
21,396
|
|
|
41,191
|
|
|
21,396
|
|
|
12,023
|
|
|
9,373
|
|
||||||
General and administrative
|
38,797
|
|
|
18,993
|
|
|
19,804
|
|
|
18,993
|
|
|
7,885
|
|
|
11,108
|
|
||||||
Merger and property acquisition expenses
|
34,465
|
|
|
9,230
|
|
|
25,235
|
|
|
9,230
|
|
|
31,639
|
|
|
(22,409
|
)
|
||||||
Impairment charges
|
23,067
|
|
|
4,741
|
|
|
18,326
|
|
|
4,741
|
|
|
—
|
|
|
4,741
|
|
||||||
Stock-based compensation expense
|
12,659
|
|
|
7,153
|
|
|
5,506
|
|
|
7,153
|
|
|
211
|
|
|
6,942
|
|
||||||
|
404,674
|
|
|
178,962
|
|
|
225,712
|
|
|
178,962
|
|
|
92,441
|
|
|
86,521
|
|
||||||
Segment Net Operating Income
|
238,456
|
|
|
137,003
|
|
|
101,453
|
|
|
137,003
|
|
|
36,740
|
|
|
100,263
|
|
||||||
Other Income and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
(178,122
|
)
|
|
(103,728
|
)
|
|
(74,394
|
)
|
|
(103,728
|
)
|
|
(46,448
|
)
|
|
(57,280
|
)
|
||||||
Gain on change in control of interests
|
105,947
|
|
|
—
|
|
|
105,947
|
|
|
—
|
|
|
20,744
|
|
|
(20,744
|
)
|
||||||
Equity in earnings of equity method investments in real estate and the Managed REITs
|
44,116
|
|
|
52,731
|
|
|
(8,615
|
)
|
|
52,731
|
|
|
62,392
|
|
|
(9,661
|
)
|
||||||
Other income and (expenses)
|
(12,252
|
)
|
|
8,420
|
|
|
(20,672
|
)
|
|
8,420
|
|
|
1,109
|
|
|
7,311
|
|
||||||
|
(40,311
|
)
|
|
(42,577
|
)
|
|
2,266
|
|
|
(42,577
|
)
|
|
37,797
|
|
|
(80,374
|
)
|
||||||
Income from continuing operations before income taxes
|
198,145
|
|
|
94,426
|
|
|
103,719
|
|
|
94,426
|
|
|
74,537
|
|
|
19,889
|
|
||||||
Benefit from (provision for) income taxes
|
916
|
|
|
(4,703
|
)
|
|
5,619
|
|
|
(4,703
|
)
|
|
(4,001
|
)
|
|
(702
|
)
|
||||||
Income from continuing operations before gain (loss) on sale of real estate
|
199,061
|
|
|
89,723
|
|
|
109,338
|
|
|
89,723
|
|
|
70,536
|
|
|
19,187
|
|
||||||
Income (loss) from discontinued operations, net of tax
|
33,318
|
|
|
38,180
|
|
|
(4,862
|
)
|
|
38,180
|
|
|
(24,735
|
)
|
|
62,915
|
|
||||||
Gain (loss) on sale of real estate, net of tax
|
1,581
|
|
|
(332
|
)
|
|
1,913
|
|
|
(332
|
)
|
|
2,339
|
|
|
(2,671
|
)
|
||||||
Net Income from Real Estate Ownership
|
233,960
|
|
|
127,571
|
|
|
106,389
|
|
|
127,571
|
|
|
48,140
|
|
|
79,431
|
|
||||||
Net income attributable to noncontrolling interests
|
(5,573
|
)
|
|
(33,056
|
)
|
|
27,483
|
|
|
(33,056
|
)
|
|
(3,245
|
)
|
|
(29,811
|
)
|
||||||
Net Income from Real Estate Ownership
attributable to W. P. Carey
|
$
|
228,387
|
|
|
$
|
94,515
|
|
|
$
|
133,872
|
|
|
$
|
94,515
|
|
|
$
|
44,895
|
|
|
$
|
49,620
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||||
Same Store Net-Leased Properties
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease revenues
|
$
|
62,373
|
|
|
$
|
61,740
|
|
|
$
|
633
|
|
|
$
|
61,740
|
|
|
$
|
62,315
|
|
|
$
|
(575
|
)
|
Property expenses
|
(1,699
|
)
|
|
(1,586
|
)
|
|
(113
|
)
|
|
(1,586
|
)
|
|
(1,053
|
)
|
|
(533
|
)
|
||||||
Depreciation and amortization
|
(18,492
|
)
|
|
(17,967
|
)
|
|
(525
|
)
|
|
(17,967
|
)
|
|
(17,473
|
)
|
|
(494
|
)
|
||||||
Property level contribution
|
42,182
|
|
|
42,187
|
|
|
(5
|
)
|
|
42,187
|
|
|
43,789
|
|
|
(1,602
|
)
|
||||||
Net-Leased Properties Acquired in the CPA
®
:15 Merger
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease revenues
|
217,512
|
|
|
216,815
|
|
|
697
|
|
|
216,815
|
|
|
53,207
|
|
|
163,608
|
|
||||||
Property expenses
|
(2,901
|
)
|
|
(2,176
|
)
|
|
(725
|
)
|
|
(2,176
|
)
|
|
(1,721
|
)
|
|
(455
|
)
|
||||||
Depreciation and amortization
|
(86,828
|
)
|
|
(87,604
|
)
|
|
776
|
|
|
(87,604
|
)
|
|
(21,709
|
)
|
|
(65,895
|
)
|
||||||
Property level contribution
|
127,783
|
|
|
127,035
|
|
|
748
|
|
|
127,035
|
|
|
29,777
|
|
|
97,258
|
|
||||||
Net-Leased Properties Acquired in the CPA
®
:16 Merger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lease revenues
|
250,536
|
|
|
—
|
|
|
250,536
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Property expenses
|
(6,492
|
)
|
|
—
|
|
|
(6,492
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Depreciation and amortization
|
(101,397
|
)
|
|
—
|
|
|
(101,397
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Property level contribution
|
142,647
|
|
|
—
|
|
|
142,647
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recently Acquired Net-Leased Properties
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease revenues
|
39,128
|
|
|
15,131
|
|
|
23,997
|
|
|
15,131
|
|
|
536
|
|
|
14,595
|
|
||||||
Property expenses
|
(2,495
|
)
|
|
(278
|
)
|
|
(2,217
|
)
|
|
(278
|
)
|
|
—
|
|
|
(278
|
)
|
||||||
Depreciation and amortization
|
(20,820
|
)
|
|
(9,405
|
)
|
|
(11,415
|
)
|
|
(9,405
|
)
|
|
(252
|
)
|
|
(9,153
|
)
|
||||||
Property level contribution
|
15,813
|
|
|
5,448
|
|
|
10,365
|
|
|
5,448
|
|
|
284
|
|
|
5,164
|
|
||||||
Properties Sold or Held-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease revenues
|
4,280
|
|
|
5,938
|
|
|
(1,658
|
)
|
|
5,938
|
|
|
3,238
|
|
|
2,700
|
|
||||||
Property expenses
|
(1,906
|
)
|
|
(2,376
|
)
|
|
470
|
|
|
(2,376
|
)
|
|
(979
|
)
|
|
(1,397
|
)
|
||||||
Depreciation and amortization
|
(1,673
|
)
|
|
(2,295
|
)
|
|
622
|
|
|
(2,295
|
)
|
|
(1,044
|
)
|
|
(1,251
|
)
|
||||||
Property level contribution
|
701
|
|
|
1,267
|
|
|
(566
|
)
|
|
1,267
|
|
|
1,215
|
|
|
52
|
|
||||||
Operating Properties
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
28,913
|
|
|
956
|
|
|
27,957
|
|
|
956
|
|
|
925
|
|
|
31
|
|
||||||
Property expenses
|
(20,847
|
)
|
|
(577
|
)
|
|
(20,270
|
)
|
|
(577
|
)
|
|
(494
|
)
|
|
(83
|
)
|
||||||
Depreciation and amortization
|
(3,889
|
)
|
|
(178
|
)
|
|
(3,711
|
)
|
|
(178
|
)
|
|
(205
|
)
|
|
27
|
|
||||||
Property level contribution
|
4,177
|
|
|
201
|
|
|
3,976
|
|
|
201
|
|
|
226
|
|
|
(25
|
)
|
||||||
Property Level Contribution
|
333,303
|
|
|
176,138
|
|
|
157,165
|
|
|
176,138
|
|
|
75,291
|
|
|
100,847
|
|
||||||
Add: Lease termination income and other
|
15,526
|
|
|
2,071
|
|
|
13,455
|
|
|
2,071
|
|
|
1,492
|
|
|
579
|
|
||||||
Less other expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
General and administrative
|
(38,797
|
)
|
|
(18,993
|
)
|
|
(19,804
|
)
|
|
(18,993
|
)
|
|
(7,885
|
)
|
|
(11,108
|
)
|
||||||
Merger and property acquisition expenses
|
(34,465
|
)
|
|
(9,230
|
)
|
|
(25,235
|
)
|
|
(9,230
|
)
|
|
(31,639
|
)
|
|
22,409
|
|
||||||
Impairment charges
|
(23,067
|
)
|
|
(4,741
|
)
|
|
(18,326
|
)
|
|
(4,741
|
)
|
|
—
|
|
|
(4,741
|
)
|
||||||
Property management fees
|
(1,385
|
)
|
|
(1,089
|
)
|
|
(296
|
)
|
|
(1,089
|
)
|
|
(308
|
)
|
|
(781
|
)
|
||||||
Stock-based compensation expense
|
(12,659
|
)
|
|
(7,153
|
)
|
|
(5,506
|
)
|
|
(7,153
|
)
|
|
(211
|
)
|
|
(6,942
|
)
|
||||||
Segment Net Operating Income
|
$
|
238,456
|
|
|
$
|
137,003
|
|
|
$
|
101,453
|
|
|
$
|
137,003
|
|
|
$
|
36,740
|
|
|
$
|
100,263
|
|
•
|
$14.0 million
recognized on a property as a result of tenant not renewing the lease;
|
•
|
$3.8 million
recognized on ten properties with expiring leases and one tenant that vacated a property;
|
•
|
$3.5 million
recognized on a property previously leased to a tenant who filed for bankruptcy and vacated the property;
|
•
|
$0.6 million
recognized on two properties as a result of an other-than-temporary declines in the estimated fair values of the buildings’ residual values; and
|
•
|
$1.2 million
recognized on two other properties that are vacant.
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Equity in earnings of equity method investments in the Managed REITs:
|
|
|
|
|
|
||||||
CPA
®
:15
(a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,541
|
|
CPA
®
:16 – Global
(b) (c)
|
465
|
|
|
2,732
|
|
|
610
|
|
|||
CPA
®
:17 – Global
|
1,353
|
|
|
354
|
|
|
327
|
|
|||
CPA
®
:18 – Global and CWI
|
(124
|
)
|
|
(200
|
)
|
|
31
|
|
|||
Other-than-temporary impairment charges on the Special Member Interest in
CPA
®
:16 – Global’s operating partnership
(c)
|
(735
|
)
|
|
(15,383
|
)
|
|
(9,910
|
)
|
|||
Distributions of Available Cash:
(d)
|
|
|
|
|
|
|
|||||
CPA
®
:16 – Global
|
4,751
|
|
|
15,182
|
|
|
15,389
|
|
|||
CPA
®
:17 – Global
|
20,427
|
|
|
16,899
|
|
|
14,620
|
|
|||
CPA
®
:18 – Global
|
1,778
|
|
|
92
|
|
|
—
|
|
|||
CWI
|
4,096
|
|
|
1,948
|
|
|
—
|
|
|||
Deferred revenue earned
(c)
|
707
|
|
|
8,492
|
|
|
8,492
|
|
|||
Equity in earnings of equity method investments from the Managed REITs
|
32,718
|
|
|
30,116
|
|
|
34,100
|
|
|||
Equity in earnings of other equity method investments in real estate:
|
|
|
|
|
|
||||||
Equity investments acquired in the CPA
®
:16 Merger and CPA
®
:15 Merger
(a) (c) (e)
|
9,576
|
|
|
5,096
|
|
|
7,985
|
|
|||
Recently acquired equity investment
(f)
|
1,048
|
|
|
33
|
|
|
(26
|
)
|
|||
Equity investments sold
(g)
|
82
|
|
|
17,486
|
|
|
16,480
|
|
|||
Equity investments consolidated after the CPA
®
:16 Merger and CPA
®
:15 Merger
(h)
|
692
|
|
|
—
|
|
|
3,853
|
|
|||
Total equity in earnings of other equity method investments in real estate
|
11,398
|
|
|
22,615
|
|
|
28,292
|
|
|||
Total equity in earnings of equity method investments in real estate and
the Managed REITs
|
$
|
44,116
|
|
|
$
|
52,731
|
|
|
$
|
62,392
|
|
(a)
|
CPA
®
:15 merged with and into us on September 28, 2012 (
Note 3
) in the CPA
®
:15 Merger. See Gain on Change in Control of Interests below for discussion on the gain recognized.
|
(b)
|
Amount for 2012 includes a loss of $4.4 million representing our share of the $23.9 million of impairment charges recognized by CPA
®
:16 – Global.
|
(c)
|
In May 2011, we acquired a special member interest, or the Special Member Interest, in CPA
®
:16 – Global’s operating partnership, which we recorded as an equity investment at fair value with an equal amount recorded as deferred revenue (
Note 4
). On January 31, 2014, we acquired all the remaining interests in CPA
®
:16 – Global through the CPA
®
:16 Merger, and as a result, we now consolidate the operating partnership. See Gain on Change in Control of Interests below for discussion on the gain recognized.
|
(d)
|
We are entitled to receive distributions of our share of earnings up to 10% of the Available Cash from the operating partnerships of each of the Managed REITs, as defined in their respective operating partnership agreements. Distributions of Available Cash received and earned from the Managed REITs increased primarily as a result of new investments that they entered into during 2014 and 2013.
|
(e)
|
(f)
|
During the year ended
December 31, 2014
, we received a preferred equity position in Beach House JV, LLC, as part of a sale of a property. The preferred equity, redeemable on March 13, 2019, provides us with a preferred rate of return of 8.5%.
|
(g)
|
We sold one equity investment in the second quarter of 2013 and recognized a gain on the sale of $19.5 million. We also sold another equity investment in the fourth quarter of 2013. The amount for 2012 includes $15.1 million representing our portion of the net gain recognized by a jointly-owned entity upon selling its equity shares in an investment in the second quarter of 2012.
|
(h)
|
We acquired additional interests in these investments from CPA
®
:16 – Global and CPA
®
:15 in the CPA
®
:16 Merger and CPA
®
:15 Merger, respectively. Subsequent to the mergers, we consolidate these majority-owned or wholly-owned investments.
|
|
As of December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Total properties — Managed REITs
(a)
|
519
|
|
|
789
|
|
|
774
|
|
|||
Assets under management — Managed REITs
(b)
|
$
|
9,231.8
|
|
|
$
|
9,728.4
|
|
|
$
|
7,870.8
|
|
Cumulative funds raised — CPA
®
:17 – Global offerings
(c) (d)
|
2,884.5
|
|
|
2,884.5
|
|
|
2,883.1
|
|
|||
Cumulative funds raised — CPA
®
:18 – Global offering
(d) (e)
|
1,143.1
|
|
|
237.3
|
|
|
—
|
|
|||
Cumulative funds raised — CWI offerings
(d) (f)
|
1,153.2
|
|
|
575.8
|
|
|
159.6
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Financings structured — Managed REITs
|
$
|
968.0
|
|
|
$
|
1,012.0
|
|
|
$
|
669.5
|
|
Investments structured — Managed REITs
|
1,880.1
|
|
|
1,337.9
|
|
|
1,240.3
|
|
|||
Equity investments structured — Managed REITs
|
165.5
|
|
|
165.3
|
|
|
32.6
|
|
|||
Funds raised — CPA
®
:17 – Global offerings
(c) (d)
|
—
|
|
|
1.3
|
|
|
927.3
|
|
|||
Funds raised — CPA
®
:18 – Global offering
(d) (e)
|
905.8
|
|
|
237.3
|
|
|
—
|
|
|||
Funds raised — CWI offerings
(d) (f)
|
577.4
|
|
|
418.3
|
|
|
112.1
|
|
(a)
|
Includes properties owned by CPA
®
:16 – Global and CPA
®
:17 – Global at December 31, 2012. Includes properties owned by CPA
®
:16 – Global, CPA
®
:17 – Global, and CPA
®
:18 – Global at
December 31, 2013
. Includes properties owned by CPA
®
:17 – Global and CPA
®
:18 – Global at December 31, 2014. Includes hotels owned by CWI for all periods.
|
(b)
|
Represents the estimated fair value of the real estate assets owned by the Managed REITs, which was calculated by us as the advisor to the Managed REITs based in part upon third-party appraisals, plus cash and cash equivalents, less distributions payable.
|
(c)
|
The follow-on offering of CPA
®
:17 – Global was closed in January 2013.
|
(d)
|
Excludes reinvested distributions through each entity’s distribution reinvestment plan.
|
(e)
|
Reflects funds raised since the commencement of CPA
®
:18 – Global’s initial public offering in May 2013. CPA
®
:18 – Global discontinued the sales of its Class A shares on June 30, 2014 and currently intends to close its initial public offering, which as of the date of this Report consists solely of its Class C shares, on or about March 27, 2015.
|
(f)
|
Reflects funds raised in CWI’s initial public offering, which was closed on September 15, 2013, and CWI’s follow-on offering, which commenced on December 20, 2013 and closed on December 31, 2014.
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2013
|
|
2012
|
|
Change
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reimbursable costs
|
$
|
130,212
|
|
|
$
|
73,572
|
|
|
$
|
56,640
|
|
|
$
|
73,572
|
|
|
$
|
98,245
|
|
|
$
|
(24,673
|
)
|
Structuring revenue
|
71,256
|
|
|
46,589
|
|
|
24,667
|
|
|
46,589
|
|
|
48,355
|
|
|
(1,766
|
)
|
||||||
Asset management revenue
|
38,063
|
|
|
42,670
|
|
|
(4,607
|
)
|
|
42,670
|
|
|
56,666
|
|
|
(13,996
|
)
|
||||||
Dealer manager fees
|
23,532
|
|
|
10,856
|
|
|
12,676
|
|
|
10,856
|
|
|
19,914
|
|
|
(9,058
|
)
|
||||||
Incentive, termination and subordinated disposition revenue
|
—
|
|
|
199
|
|
|
(199
|
)
|
|
199
|
|
|
—
|
|
|
199
|
|
||||||
|
263,063
|
|
|
173,886
|
|
|
89,177
|
|
|
173,886
|
|
|
223,180
|
|
|
(49,294
|
)
|
||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reimbursable costs from affiliates
|
130,212
|
|
|
73,572
|
|
|
56,640
|
|
|
73,572
|
|
|
98,245
|
|
|
(24,673
|
)
|
||||||
General and administrative
|
52,791
|
|
|
48,070
|
|
|
4,721
|
|
|
48,070
|
|
|
60,969
|
|
|
(12,899
|
)
|
||||||
Stock-based compensation expense
|
18,416
|
|
|
30,042
|
|
|
(11,626
|
)
|
|
30,042
|
|
|
25,841
|
|
|
4,201
|
|
||||||
Dealer manager fees and expenses
|
21,760
|
|
|
13,028
|
|
|
8,732
|
|
|
13,028
|
|
|
17,787
|
|
|
(4,759
|
)
|
||||||
Subadvisor fees
|
5,501
|
|
|
4,106
|
|
|
1,395
|
|
|
4,106
|
|
|
464
|
|
|
3,642
|
|
||||||
Depreciation and amortization
|
4,024
|
|
|
4,373
|
|
|
(349
|
)
|
|
4,373
|
|
|
3,744
|
|
|
629
|
|
||||||
Impairment charge
|
—
|
|
|
553
|
|
|
(553
|
)
|
|
553
|
|
|
—
|
|
|
553
|
|
||||||
|
232,704
|
|
|
173,744
|
|
|
58,960
|
|
|
173,744
|
|
|
207,050
|
|
|
(33,306
|
)
|
||||||
Other Income and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other income and (expenses)
|
275
|
|
|
1,001
|
|
|
(726
|
)
|
|
1,001
|
|
|
1,280
|
|
|
(279
|
)
|
||||||
|
275
|
|
|
1,001
|
|
|
(726
|
)
|
|
1,001
|
|
|
1,280
|
|
|
(279
|
)
|
||||||
Income from continuing operations before income taxes
|
30,634
|
|
|
1,143
|
|
|
29,491
|
|
|
1,143
|
|
|
17,410
|
|
|
(16,267
|
)
|
||||||
(Provision for) benefit from income taxes
|
(18,525
|
)
|
|
3,451
|
|
|
(21,976
|
)
|
|
3,451
|
|
|
(2,771
|
)
|
|
6,222
|
|
||||||
Net Income from Investment Management
|
12,109
|
|
|
4,594
|
|
|
7,515
|
|
|
4,594
|
|
|
14,639
|
|
|
(10,045
|
)
|
||||||
Net (income) loss attributable to noncontrolling interests
|
(812
|
)
|
|
120
|
|
|
(932
|
)
|
|
120
|
|
|
2,638
|
|
|
(2,518
|
)
|
||||||
Net loss (income) attributable to redeemable noncontrolling interest
|
142
|
|
|
(353
|
)
|
|
495
|
|
|
(353
|
)
|
|
(40
|
)
|
|
(313
|
)
|
||||||
Net Income from Investment Management attributable to W. P. Carey
|
$
|
11,439
|
|
|
$
|
4,361
|
|
|
$
|
7,078
|
|
|
$
|
4,361
|
|
|
$
|
17,237
|
|
|
$
|
(12,876
|
)
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Carrying Value
|
|
|
|
|
|
||
Fixed rate:
|
|
|
|
||||
Non-recourse mortgages
|
$
|
2,174,604
|
|
|
$
|
1,139,122
|
|
Senior unsecured notes
|
498,345
|
|
|
—
|
|
||
|
2,672,949
|
|
|
1,139,122
|
|
||
Variable rate:
(a)
|
|
|
|
||||
Revolver
|
807,518
|
|
|
100,000
|
|
||
Term Loan Facility
|
250,000
|
|
|
175,000
|
|
||
Unsecured Term Loan
|
—
|
|
|
300,000
|
|
||
|
1,057,518
|
|
|
575,000
|
|
||
Non-recourse debt:
|
|
|
|
||||
Amount subject to interest rate swap and cap
|
320,220
|
|
|
321,409
|
|
||
Amount subject to floating rate
|
24,299
|
|
|
27,600
|
|
||
Amount of fixed-rate debt subject to interest rate reset features
|
13,560
|
|
|
4,279
|
|
||
|
358,079
|
|
|
353,288
|
|
||
|
$
|
4,088,546
|
|
|
$
|
2,067,410
|
|
|
|
|
|
||||
Percent of Total Debt
|
|
|
|
|
|
||
Fixed rate
|
65
|
%
|
|
55
|
%
|
||
Variable rate
|
35
|
%
|
|
45
|
%
|
||
|
100
|
%
|
|
100
|
%
|
||
Weighted-Average Interest Rate at End of Year
|
|
|
|
|
|
||
Fixed rate
|
5.4
|
%
|
|
5.3
|
%
|
||
Variable rate
|
2.0
|
%
|
|
2.7
|
%
|
(a)
|
As described in
Note 13
, in October 2014 we utilized $225.8 million of net proceeds from the Equity Offering to pay down a portion of the amount outstanding under the Revolver. As described in
Note 11
, in January 2014, the Prior Senior Credit Facility and Unsecured Term Loan were repaid and terminated with borrowings under the Senior Unsecured Credit Facility.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Outstanding Balance
|
|
Maximum Available
|
|
Outstanding Balance
|
|
Maximum Available
|
||||||||
Senior Unsecured Credit Facility and Prior Senior Credit Facility:
|
|
|
|
|
|
|
|
||||||||
Revolver
|
$
|
807,518
|
|
|
$
|
1,000,000
|
|
|
$
|
100,000
|
|
|
$
|
450,000
|
|
Term Loan Facility
|
250,000
|
|
|
250,000
|
|
|
175,000
|
|
|
175,000
|
|
||||
Unsecured Term Loan
|
—
|
|
|
—
|
|
|
300,000
|
|
|
300,000
|
|
•
|
Cash and cash equivalents totaling $
198.7 million
. Of this amount, $
117.2 million
, at then-current exchange rates, was held in foreign subsidiaries and we could be subject to restrictions or significant costs should we decide to repatriate these amounts;
|
•
|
Our Revolver, with unused capacity of $
192.5 million
, excluding amounts reserved for outstanding letters of credit. Our lender has issued letters of credit totaling $
1.1 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 $
2.3 billion
at
December 31, 2014
, although there can be no assurance that we would be able to obtain financing for these properties.
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Non-recourse debt — principal
(a)
|
$
|
2,525,796
|
|
|
$
|
210,081
|
|
|
$
|
1,111,104
|
|
|
$
|
380,633
|
|
|
$
|
823,978
|
|
Interest on borrowings
(b)
|
682,367
|
|
|
126,411
|
|
|
215,855
|
|
|
141,730
|
|
|
198,371
|
|
|||||
Senior unsecured notes — principal
(c)
|
500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|||||
Senior Unsecured Credit Facility — principal
(d)
|
1,057,518
|
|
|
—
|
|
|
250,000
|
|
|
807,518
|
|
|
—
|
|
|||||
Operating and other lease commitments
(e)
|
88,114
|
|
|
6,171
|
|
|
12,652
|
|
|
12,849
|
|
|
56,442
|
|
|||||
Build-to-suit and expansion commitments
(f) (g)
|
37,886
|
|
|
25,751
|
|
|
10,605
|
|
|
1,530
|
|
|
—
|
|
|||||
Property improvement commitments
|
3,542
|
|
|
3,542
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
4,895,223
|
|
|
$
|
371,956
|
|
|
$
|
1,600,216
|
|
|
$
|
1,344,260
|
|
|
$
|
1,578,791
|
|
(a)
|
Excludes the unamortized fair market value adjustment of $
6.9 million
resulting from the assumption of property-level debt in connection with the CPA
®
:15 Merger and the CPA
®
:16 Merger, and the unamortized discount on the 4.6% senior unsecured notes of $
1.7 million
(
Note 11
).
|
(b)
|
Interest on unhedged variable-rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding at
December 31, 2014
.
|
(c)
|
Our 4.6% senior unsecured notes are scheduled to mature on April 1, 2024. Amounts exclude our €500.0 million 2.0% senior unsecured notes due in 2023 and our $450.0 million 4.0% senior unsecured notes due in 2025, which were issued in separate public offerings during January 2015 (
Note 19
).
|
(d)
|
Our Revolver is scheduled to mature on January 31, 2018 and our Term Loan Facility is scheduled to mature on January 31, 2016.
|
(e)
|
Operating and other lease commitments consist primarily of rental obligations under ground leases and the future minimum rents payable on the lease for our principal offices. Pursuant to their respective advisory agreements with us, we are reimbursed by the Managed REITs for their share of overhead costs, which includes a portion of those future minimum rent amounts. Our operating lease commitments are presented net of $8.7 million, which the Managed REITS are obligated to reimburse us.
|
(f)
|
Represents a build-to-suit transaction we entered into in December 2013 for the construction of an office building located in Germany. Amount is based on the exchange rate of the euro at
December 31, 2014
.
|
(g)
|
In connection with an investment in Australia, we committed to fund a tenant expansion allowance of
$12.1 million
. Amount is based on the exchange rate of the Australia dollar at
December 31, 2014
.
|
|
|
Ownership Interest at
|
|
|
|
Total Third-
|
|
|
||||
Lessee
|
|
December 31, 2014
|
|
Total Assets
|
|
Party Debt
|
|
Maturity Date
|
||||
Actebis Peacock GmbH
(a) (b)
|
|
30%
|
|
$
|
31,611
|
|
|
$
|
24,345
|
|
|
7/2015
|
Waldaschaff Automotive GmbH and Wagon Automotive Nagold GmbH
(a)
|
|
33%
|
|
33,383
|
|
|
16,141
|
|
|
8/2015
|
||
Frontier Spinning Mills, Inc.
(b)
|
|
40%
|
|
37,250
|
|
|
21,444
|
|
|
8/2016
|
||
Wanbishi Archives Co. Ltd
(c)
|
|
3%
|
|
29,805
|
|
|
21,679
|
|
|
12/2017
|
||
The New York Times Company
(d)
|
|
45%
|
|
245,815
|
|
|
111,703
|
|
|
4/2018
|
||
C1000 Logistiek Vastgoed B. V.
(a)
|
|
15%
|
|
108,994
|
|
|
82,700
|
|
|
3/2020
|
||
|
|
|
|
$
|
486,858
|
|
|
$
|
278,012
|
|
|
|
(a)
|
Dollar amounts shown are based on the exchange rate of the euro at
December 31, 2014
.
|
(b)
|
We acquired our interest in this investment from CPA
®
:16 – Global in the CPA
®
:16 Merger.
|
(c)
|
Dollar amounts shown are based on the exchange rate of the Japanese yen at
December 31, 2014
.
|
(d)
|
In connection with the CPA
®
:16 Merger in January 2014, we acquired an additional 27% interest in this investment (
Note 7
).
|
•
|
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 capitalization rate to be applied to an estimate of market rent at the end of the market lease term.
|
•
|
the creditworthiness of the lessees;
|
•
|
industry surveys;
|
•
|
property type;
|
•
|
property location and age;
|
•
|
current lease rates relative to market lease rates; and
|
•
|
anticipated lease duration.
|
•
|
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, including tenant improvement allowances and rent concessions.
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income attributable to W. P. Carey
|
$
|
239,826
|
|
|
$
|
98,876
|
|
|
$
|
62,132
|
|
Adjustments:
|
|
|
|
|
|
||||||
Depreciation and amortization of real property
|
232,692
|
|
|
121,730
|
|
|
45,982
|
|
|||
(Gain) loss on sale of real estate, net
|
(34,079
|
)
|
|
(39,711
|
)
|
|
2,676
|
|
|||
Impairment charges
|
23,067
|
|
|
13,156
|
|
|
22,962
|
|
|||
Proportionate share of adjustments for noncontrolling interests to arrive at FFO
|
(11,808
|
)
|
|
5,783
|
|
|
(5,504
|
)
|
|||
Proportionate share of adjustments to equity in net income of partially-owned entities to arrive at FFO:
|
|
|
|
|
|
||||||
Depreciation and amortization of real property
|
5,381
|
|
|
10,588
|
|
|
5,545
|
|
|||
Gain on sale of real estate, net
|
—
|
|
|
(16,456
|
)
|
|
(15,233
|
)
|
|||
Total adjustments
|
215,253
|
|
|
95,090
|
|
|
56,428
|
|
|||
FFO (as defined by NAREIT)
|
455,079
|
|
|
193,966
|
|
|
118,560
|
|
|||
Adjustments:
|
|
|
|
|
|
||||||
Gain on change in control of interests
(a) (b)
|
(105,947
|
)
|
|
—
|
|
|
(20,734
|
)
|
|||
Above- and below-market rent intangible lease amortization, net
|
59,050
|
|
|
29,197
|
|
|
7,696
|
|
|||
Merger expenses
(c)
|
44,339
|
|
|
5,030
|
|
|
41,338
|
|
|||
Stock-based compensation
|
31,075
|
|
|
37,195
|
|
|
26,052
|
|
|||
Tax benefit — deferred and other non-cash charges
|
(22,582
|
)
|
|
(19,370
|
)
|
|
(26,800
|
)
|
|||
Straight-line and other rent adjustments
|
(17,116
|
)
|
|
(8,019
|
)
|
|
(4,446
|
)
|
|||
Other amortization and non-cash charges
(d)
|
10,343
|
|
|
779
|
|
|
(585
|
)
|
|||
Loss on extinguishment of debt
|
9,835
|
|
|
1,189
|
|
|
—
|
|
|||
Other, net
(e)
|
5,369
|
|
|
(462
|
)
|
|
(118
|
)
|
|||
Amortization of deferred financing costs
|
4,077
|
|
|
4,069
|
|
|
3,040
|
|
|||
Property acquisition expenses
(f)
|
3,994
|
|
|
4,074
|
|
|
—
|
|
|||
Realized (gains) losses on foreign currency, derivatives and other
|
(95
|
)
|
|
717
|
|
|
767
|
|
|||
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
|
6,190
|
|
|
41,587
|
|
|
37,234
|
|
|||
Straight-line rent and other rent adjustments
|
(359
|
)
|
|
(516
|
)
|
|
(1,468
|
)
|
|||
Other amortization and non-cash charges
(d)
|
196
|
|
|
691
|
|
|
624
|
|
|||
Above- and below-market rent intangible lease amortization, net
|
24
|
|
|
1,086
|
|
|
163
|
|
|||
Hellweg 2 restructuring
(g)
|
—
|
|
|
8,357
|
|
|
—
|
|
|||
Impairment charge
|
—
|
|
|
553
|
|
|
—
|
|
|||
Proportionate share of adjustments for noncontrolling interests to arrive at AFFO
|
(3,006
|
)
|
|
(5,972
|
)
|
|
(692
|
)
|
|||
Total adjustments
|
25,387
|
|
|
100,185
|
|
|
62,071
|
|
|||
AFFO
|
$
|
480,466
|
|
|
$
|
294,151
|
|
|
$
|
180,631
|
|
|
|
|
|
|
|
||||||
Summary
|
|
|
|
|
|
||||||
FFO — as defined by NAREIT
|
$
|
455,079
|
|
|
$
|
193,966
|
|
|
$
|
118,560
|
|
AFFO
|
$
|
480,466
|
|
|
$
|
294,151
|
|
|
$
|
180,631
|
|
(a)
|
Gain on change in control of interests for the year ended December 31, 2014 represents a gain of
$75.7 million
recognized on our previously-held interest in shares of CPA
®
:16 – Global common stock and a gain of
$30.2 million
recognized on the
|
(b)
|
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.
|
(c)
|
Amount for the years ended December 31, 2014 and 2012 includes reported merger costs as well as income tax expense incurred in connection with the CPA
®
:16 Merger and the CPA
®
:15 Merger, respectively. Income tax expense incurred in connection with the CPA
®
:16 Merger and the CPA
®
:15 Merger represents the current portion of income tax expense including the permanent difference incurred upon recognition of deferred revenue associated with the accelerated vesting of shares previously issued to us by CPA
®
:16 – Global and CPA
®
:15 for asset management and performance fees.
|
(d)
|
Represents primarily unrealized gains and losses from foreign currency exchange and derivatives, as well as amounts for the amortization of contracts.
|
(e)
|
Other, net for the year ended December 31, 2014 primarily consists of proceeds from the bankruptcy settlement claim with U.S. Aluminum of Canada, a former CPA
®
:16 – Global tenant that was acquired as part of the CPA
®
:16 Merger on January 31, 2014, and under GAAP was accounted for in purchase accounting.
|
(f)
|
Prior to the second quarter of 2013, this amount was insignificant and therefore not included in the AFFO calculation.
|
(g)
|
In connection with the Hellweg 2 restructuring in October 2013, our share of the German real estate transfer tax incurred by Hellweg 2 was $8.4 million (
Note 7
).
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
Fair value
|
||||||||||||||||
Fixed-rate debt
(a)
|
$
|
175,099
|
|
|
$
|
345,005
|
|
|
$
|
686,463
|
|
|
$
|
134,352
|
|
|
$
|
86,499
|
|
|
$
|
1,240,710
|
|
|
$
|
2,668,128
|
|
|
$
|
2,745,730
|
|
Variable-rate debt
(a)
|
$
|
34,982
|
|
|
$
|
264,145
|
|
|
$
|
65,491
|
|
|
$
|
954,022
|
|
|
$
|
13,278
|
|
|
$
|
83,268
|
|
|
$
|
1,415,186
|
|
|
$
|
1,413,255
|
|
(a)
|
Amounts are based on the exchange rate at
December 31, 2014
, as applicable.
|
Lease Revenues
(a)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Euro
(c)
|
|
$
|
175,685
|
|
|
$
|
170,719
|
|
|
$
|
161,253
|
|
|
$
|
147,665
|
|
|
$
|
128,852
|
|
|
$
|
912,392
|
|
|
$
|
1,696,566
|
|
British pound sterling
(d)
|
|
12,619
|
|
|
12,521
|
|
|
12,581
|
|
|
12,696
|
|
|
12,906
|
|
|
145,936
|
|
|
209,259
|
|
|||||||
Australian dollar
(e)
|
|
10,906
|
|
|
10,906
|
|
|
10,906
|
|
|
10,906
|
|
|
10,906
|
|
|
161,654
|
|
|
216,184
|
|
|||||||
Other foreign currencies
(f)
|
|
14,125
|
|
|
14,282
|
|
|
14,453
|
|
|
14,620
|
|
|
15,073
|
|
|
118,015
|
|
|
190,568
|
|
|||||||
|
|
$
|
213,335
|
|
|
$
|
208,428
|
|
|
$
|
199,193
|
|
|
$
|
185,887
|
|
|
$
|
167,737
|
|
|
$
|
1,337,997
|
|
|
$
|
2,312,577
|
|
Debt service
(a) (b)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Euro
(c)
|
|
$
|
157,998
|
|
|
$
|
192,769
|
|
|
$
|
400,552
|
|
|
$
|
144,487
|
|
|
$
|
9,083
|
|
|
$
|
62,676
|
|
|
$
|
967,565
|
|
British pound sterling
(d)
|
|
17,705
|
|
|
975
|
|
|
975
|
|
|
975
|
|
|
975
|
|
|
15,402
|
|
|
37,007
|
|
|||||||
Other foreign currencies
(e)
|
|
3,149
|
|
|
3,128
|
|
|
8,051
|
|
|
10,182
|
|
|
809
|
|
|
4,158
|
|
|
29,477
|
|
|||||||
Revolver - euro
(c) (g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
419,382
|
|
|
—
|
|
|
—
|
|
|
419,382
|
|
|||||||
Revolver - British pound sterling
(d) (g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,136
|
|
|
—
|
|
|
—
|
|
|
62,136
|
|
|||||||
|
|
$
|
178,852
|
|
|
$
|
196,872
|
|
|
$
|
409,578
|
|
|
$
|
637,162
|
|
|
$
|
10,867
|
|
|
$
|
82,236
|
|
|
$
|
1,515,567
|
|
(a)
|
Amounts are based on the applicable exchange rates at
December 31, 2014
. 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, 2014
.
|
(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 estimated property level cash flow at
December 31, 2014
of $
3.1 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 in the projected estimated property level cash flow at
December 31, 2014
of $
1.1 million
.
|
(e)
|
We estimate that, for a 1% increase or decrease in the exchange rate between the Australian dollar and the U.S. dollar, there would be a corresponding change in the projected estimated property level cash flow at
December 31, 2014
of
$1.9 million
. There is no related mortgage loan on this investment.
|
(f)
|
Other foreign currencies consist of the Canadian dollar, the Malaysian ringgit, the Swedish krona, and the Thai baht.
|
(g)
|
TABLE OF CONTENTS
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
|
|
||
Investments in real estate:
|
|
|
|
|
|
||
Real estate, at cost (inclusive of $184,417 and $78,782, respectively, attributable to variable interest entities, or VIEs)
|
$
|
5,006,682
|
|
|
$
|
2,516,325
|
|
Operating real estate, at cost (inclusive of $38,714 and $0, respectively, attributable to VIEs)
|
84,885
|
|
|
6,024
|
|
||
Accumulated depreciation (inclusive of $19,982 and $18,238, respectively, attributable to VIEs)
|
(258,493
|
)
|
|
(168,958
|
)
|
||
Net investments in properties
|
4,833,074
|
|
|
2,353,391
|
|
||
Net investments in direct financing leases (inclusive of $61,609 and $18,089, respectively, attributable to VIEs)
|
816,226
|
|
|
363,420
|
|
||
Assets held for sale
|
7,255
|
|
|
86,823
|
|
||
Net investments in real estate
|
5,656,555
|
|
|
2,803,634
|
|
||
Cash and cash equivalents (inclusive of $2,652 and $37, respectively, attributable to VIEs)
|
198,683
|
|
|
117,519
|
|
||
Equity investments in real estate, the Managed REITs and BDC
|
249,403
|
|
|
530,020
|
|
||
Due from affiliates
|
34,477
|
|
|
32,034
|
|
||
Goodwill
|
692,415
|
|
|
350,208
|
|
||
In-place lease and tenant relationship intangible assets, net (inclusive of $21,267 and $3,385, respectively, attributable to VIEs)
|
993,819
|
|
|
471,719
|
|
||
Above-market rent intangible assets, net (inclusive of $13,767 and $2,544, respectively, attributable to VIEs)
|
522,797
|
|
|
241,975
|
|
||
Other assets, net (inclusive of $18,603 and $4,246, respectively, attributable to VIEs)
|
289,179
|
|
|
131,841
|
|
||
Total assets
|
$
|
8,637,328
|
|
|
$
|
4,678,950
|
|
Liabilities and Equity
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
||
Non-recourse debt, net (inclusive of $125,226 and $29,042, respectively, attributable to VIEs)
|
$
|
2,532,683
|
|
|
$
|
1,492,410
|
|
Senior credit facilities – revolver
|
807,518
|
|
|
100,000
|
|
||
Senior credit facilities – term loan
|
250,000
|
|
|
475,000
|
|
||
Senior unsecured notes, net
|
498,345
|
|
|
—
|
|
||
Below-market rent and other intangible liabilities, net (inclusive of $9,305 and $3,481, respectively, attributable to VIEs)
|
175,070
|
|
|
128,202
|
|
||
Accounts payable, accrued expenses and other liabilities (inclusive of $5,573 and $2,988, respectively, attributable to VIEs)
|
293,846
|
|
|
166,385
|
|
||
Deferred income taxes (inclusive of $587 and $0, respectively, attributable to VIEs)
|
82,982
|
|
|
39,040
|
|
||
Distributions payable
|
100,078
|
|
|
67,746
|
|
||
Total liabilities
|
4,740,522
|
|
|
2,468,783
|
|
||
Redeemable noncontrolling interest
|
6,071
|
|
|
7,436
|
|
||
Commitments and contingencies (
Note 12
)
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||
W. P. Carey stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock, $0.001 par value, 50,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 450,000,000 shares authorized; 105,085,069 and 69,299,949 shares issued,
respectively; and 104,040,653 and 68,266,570 shares outstanding, respectively |
105
|
|
|
69
|
|
||
Additional paid-in capital
|
4,322,273
|
|
|
2,256,503
|
|
||
Distributions in excess of accumulated earnings
|
(465,606
|
)
|
|
(318,577
|
)
|
||
Deferred compensation obligation
|
30,624
|
|
|
11,354
|
|
||
Accumulated other comprehensive (loss) income
|
(75,559
|
)
|
|
15,336
|
|
||
Less: treasury stock at cost, 1,044,416 and 1,033,379 shares, respectively
|
(60,948
|
)
|
|
(60,270
|
)
|
||
Total W. P. Carey stockholders’ equity
|
3,750,889
|
|
|
1,904,415
|
|
||
Noncontrolling interests
|
139,846
|
|
|
298,316
|
|
||
Total equity
|
3,890,735
|
|
|
2,202,731
|
|
||
Total liabilities and equity
|
$
|
8,637,328
|
|
|
$
|
4,678,950
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
|
|
|
|||
Real estate revenues:
|
|
|
|
|
|
|
|
|
|||
Lease revenues
|
$
|
573,829
|
|
|
$
|
299,624
|
|
|
$
|
119,296
|
|
Operating property revenues
|
28,913
|
|
|
956
|
|
|
925
|
|
|||
Reimbursable tenant costs
|
24,862
|
|
|
13,314
|
|
|
7,468
|
|
|||
Lease termination income and other
|
15,526
|
|
|
2,071
|
|
|
1,492
|
|
|||
|
643,130
|
|
|
315,965
|
|
|
129,181
|
|
|||
Revenues from the Managed REITS:
|
|
|
|
|
|
||||||
Reimbursable costs
|
130,212
|
|
|
73,572
|
|
|
98,245
|
|
|||
Structuring revenue
|
71,256
|
|
|
46,589
|
|
|
48,355
|
|
|||
Asset management revenue
|
38,063
|
|
|
42,670
|
|
|
56,666
|
|
|||
Dealer manager fees
|
23,532
|
|
|
10,856
|
|
|
19,914
|
|
|||
Incentive, termination and subordinated disposition revenue
|
—
|
|
|
199
|
|
|
—
|
|
|||
|
263,063
|
|
|
173,886
|
|
|
223,180
|
|
|||
|
906,193
|
|
|
489,851
|
|
|
352,361
|
|
|||
Operating Expenses
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
237,123
|
|
|
121,822
|
|
|
44,427
|
|
|||
Reimbursable tenant and affiliate costs
|
155,074
|
|
|
86,886
|
|
|
105,713
|
|
|||
General and administrative
|
91,588
|
|
|
67,063
|
|
|
68,854
|
|
|||
Property expenses, excluding reimbursable tenant costs
|
37,725
|
|
|
8,082
|
|
|
4,555
|
|
|||
Merger and property acquisition expenses
|
34,465
|
|
|
9,230
|
|
|
31,639
|
|
|||
Stock-based compensation expense
|
31,075
|
|
|
37,195
|
|
|
26,052
|
|
|||
Impairment charges
|
23,067
|
|
|
5,294
|
|
|
—
|
|
|||
Dealer manager fees and expenses
|
21,760
|
|
|
13,028
|
|
|
17,787
|
|
|||
Subadvisor fees
|
5,501
|
|
|
4,106
|
|
|
464
|
|
|||
|
637,378
|
|
|
352,706
|
|
|
299,491
|
|
|||
Other Income and Expenses
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(178,122
|
)
|
|
(103,728
|
)
|
|
(46,448
|
)
|
|||
Gain on change in control of interests
|
105,947
|
|
|
—
|
|
|
20,744
|
|
|||
Equity in earnings of equity method investments in real estate and the Managed REITs
|
44,116
|
|
|
52,731
|
|
|
62,392
|
|
|||
Other income and (expenses)
|
(11,977
|
)
|
|
9,421
|
|
|
2,389
|
|
|||
|
(40,036
|
)
|
|
(41,576
|
)
|
|
39,077
|
|
|||
Income from continuing operations before income taxes and gain (loss) on sale of real estate
|
228,779
|
|
|
95,569
|
|
|
91,947
|
|
|||
Provision for income taxes
|
(17,609
|
)
|
|
(1,252
|
)
|
|
(6,772
|
)
|
|||
Income from continuing operations before gain (loss) on sale of real estate
|
211,170
|
|
|
94,317
|
|
|
85,175
|
|
|||
Income (loss) from discontinued operations, net of tax
|
33,318
|
|
|
38,180
|
|
|
(24,735
|
)
|
|||
Gain (loss) on sale of real estate, net of tax
|
1,581
|
|
|
(332
|
)
|
|
2,339
|
|
|||
Net Income
|
246,069
|
|
|
132,165
|
|
|
62,779
|
|
|||
Net income attributable to noncontrolling interests
|
(6,385
|
)
|
|
(32,936
|
)
|
|
(607
|
)
|
|||
Net loss (income) attributable to redeemable noncontrolling interest
|
142
|
|
|
(353
|
)
|
|
(40
|
)
|
|||
Net Income Attributable to W. P. Carey
|
$
|
239,826
|
|
|
$
|
98,876
|
|
|
$
|
62,132
|
|
Basic Earnings Per Share
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations attributable to W. P. Carey
|
$
|
2.08
|
|
|
$
|
1.22
|
|
|
$
|
1.83
|
|
Income (loss) from discontinued operations attributable to W. P. Carey
|
0.34
|
|
|
0.21
|
|
|
(0.53
|
)
|
|||
Net Income Attributable to W. P. Carey
|
$
|
2.42
|
|
|
$
|
1.43
|
|
|
$
|
1.30
|
|
Diluted Earnings Per Share
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations attributable to W. P. Carey
|
$
|
2.06
|
|
|
$
|
1.21
|
|
|
$
|
1.80
|
|
Income (loss) from discontinued operations attributable to W. P. Carey
|
0.33
|
|
|
0.20
|
|
|
(0.52
|
)
|
|||
Net Income Attributable to W. P. Carey
|
$
|
2.39
|
|
|
$
|
1.41
|
|
|
$
|
1.28
|
|
Weighted-Average Shares Outstanding
|
|
|
|
|
|
|
|
|
|||
Basic
|
98,764,164
|
|
|
68,691,046
|
|
|
47,389,460
|
|
|||
Diluted
|
99,827,356
|
|
|
69,708,008
|
|
|
48,078,474
|
|
|||
Amounts Attributable to W. P. Carey
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations, net of tax
|
$
|
206,329
|
|
|
$
|
84,637
|
|
|
$
|
87,571
|
|
Income (loss) from discontinued operations, net of tax
|
33,497
|
|
|
14,239
|
|
|
(25,439
|
)
|
|||
Net Income
|
$
|
239,826
|
|
|
$
|
98,876
|
|
|
$
|
62,132
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net Income
|
$
|
246,069
|
|
|
$
|
132,165
|
|
|
$
|
62,779
|
|
Other Comprehensive (Loss) Income
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
(117,938
|
)
|
|
21,835
|
|
|
7,809
|
|
|||
Realized and unrealized gain (loss) on derivative instruments
|
21,085
|
|
|
20
|
|
|
(2,262
|
)
|
|||
Change in unrealized loss on marketable securities
|
(10
|
)
|
|
—
|
|
|
(7
|
)
|
|||
|
(96,863
|
)
|
|
21,855
|
|
|
5,540
|
|
|||
Comprehensive Income
|
149,206
|
|
|
154,020
|
|
|
68,319
|
|
|||
|
|
|
|
|
|
||||||
Amounts Attributable to Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|||
Net income
|
(6,385
|
)
|
|
(32,936
|
)
|
|
(607
|
)
|
|||
Foreign currency translation adjustments
|
5,977
|
|
|
(1,883
|
)
|
|
(1,676
|
)
|
|||
Comprehensive income attributable to noncontrolling interests
|
(408
|
)
|
|
(34,819
|
)
|
|
(2,283
|
)
|
|||
Amounts Attributable to Redeemable Noncontrolling Interest
|
|
|
|
|
|
|
|
|
|||
Net loss (income)
|
142
|
|
|
(353
|
)
|
|
(40
|
)
|
|||
Foreign currency translation adjustments
|
(9
|
)
|
|
13
|
|
|
(6
|
)
|
|||
Comprehensive loss (income) attributable to redeemable noncontrolling interest
|
133
|
|
|
(340
|
)
|
|
(46
|
)
|
|||
Comprehensive Income Attributable to W. P. Carey
|
$
|
148,931
|
|
|
$
|
118,861
|
|
|
$
|
65,990
|
|
|
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) Income
|
|
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 CPA
®
:15 Merger
|
(39,834,827
|
)
|
|
39,834,827
|
|
|
40
|
|
|
(40
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||
Shares issued to stockholders of CPA
®
:15 in connection with the CPA
®
:15 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
|
)
|
||||||||||||||||
Exercise of stock options and employee purchase under the employee share purchase plan
|
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
|
|
||||||||||||||||
Amortization of 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
|
(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 income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
6,127
|
|
|
|
|
6,127
|
|
|
1,594
|
|
|
7,721
|
|
|||||||||||||||
Realized and unrealized loss on derivative instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,262
|
)
|
|
|
|
(2,262
|
)
|
|
|
|
(2,262
|
)
|
||||||||||||||||
Change in unrealized gain 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
|
|
||||||||
Reclassification of Estate Shareholders’ shares from temporary equity to permanent equity
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
40,000
|
|
||||||||||||||||
Exercise of stock options and employee purchase under the employee share purchase plan
|
|
|
55,423
|
|
|
|
|
2,312
|
|
|
|
|
|
|
|
|
|
|
2,312
|
|
|
|
|
2,312
|
|
|||||||||||||||
Grants issued in connection with services rendered
|
|
|
295,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||||||||
Shares issued under share incentive plans
|
|
|
47,289
|
|
|
|
|
(9,183
|
)
|
|
|
|
|
|
|
|
|
|
(9,183
|
)
|
|
|
|
(9,183
|
)
|
|||||||||||||||
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
65,145
|
|
|
65,145
|
|
||||||||||||||||
Windfall tax benefits - share incentive plans
|
|
|
|
|
|
|
12,817
|
|
|
|
|
|
|
|
|
|
|
12,817
|
|
|
|
|
12,817
|
|
||||||||||||||||
Amortization of stock-based compensation expense
|
|
|
|
|
|
|
34,737
|
|
|
|
|
2,459
|
|
|
|
|
|
|
37,196
|
|
|
|
|
37,196
|
|
|||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(71,820
|
)
|
|
(71,820
|
)
|
||||||||||||||||
Distributions declared ($3.39 per share)
|
|
|
|
|
|
|
|
|
(245,271
|
)
|
|
537
|
|
|
|
|
|
|
(244,734
|
)
|
|
|
|
(244,734
|
)
|
|||||||||||||||
Purchase of treasury stock from related party
|
|
|
(616,971
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(40,000
|
)
|
|
(40,000
|
)
|
|
|
|
(40,000
|
)
|
|||||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
98,876
|
|
|
|
|
|
|
|
|
98,876
|
|
|
32,936
|
|
|
131,812
|
|
|||||||||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
19,965
|
|
|
|
|
19,965
|
|
|
1,883
|
|
|
21,848
|
|
|||||||||||||||
Realized and unrealized loss on derivative instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
20
|
|
|
|
|
20
|
|
||||||||||||||||
Balance at December 31, 2013
|
—
|
|
|
68,266,570
|
|
|
69
|
|
|
2,256,503
|
|
|
(318,577
|
)
|
|
11,354
|
|
|
15,336
|
|
|
(60,270
|
)
|
|
1,904,415
|
|
|
298,316
|
|
|
2,202,731
|
|
|
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) Income
|
|
Stock
|
|
Stockholders
|
|
Interests
|
|
Total
|
||||||||||||||||||||
Balance at January 1, 2014
|
—
|
|
|
68,266,570
|
|
|
$
|
69
|
|
|
$
|
2,256,503
|
|
|
$
|
(318,577
|
)
|
|
$
|
11,354
|
|
|
$
|
15,336
|
|
|
$
|
(60,270
|
)
|
|
$
|
1,904,415
|
|
|
$
|
298,316
|
|
|
$
|
2,202,731
|
|
Shares issued to stockholders of CPA
®
:16
–
Global in connection with the CPA
®
:16 Merger
|
|
|
30,729,878
|
|
|
31
|
|
|
1,815,490
|
|
|
|
|
|
|
|
|
|
|
1,815,521
|
|
|
|
|
1,815,521
|
|
|||||||||||||||
Shares issued in public offering
|
|
|
4,600,000
|
|
|
5
|
|
|
282,157
|
|
|
|
|
|
|
|
|
|
|
282,162
|
|
|
|
|
282,162
|
|
|||||||||||||||
Purchase of the remaining interests in less-than-wholly-owned investments that we already consolidate in connection with the CPA
®
:16 Merger
|
|
|
|
|
|
|
|
(41,374
|
)
|
|
|
|
|
|
|
|
|
|
(41,374
|
)
|
|
(239,562
|
)
|
|
(280,936
|
)
|
|||||||||||||||
Purchase of noncontrolling interests in connection with the CPA
®
:16 Merger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
99,757
|
|
|
99,757
|
|
|||||||||||||||
Contributions from noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
570
|
|
|
570
|
|
|||||||||||||||||
Exercise of stock options and employee purchase under the employee share purchase plan
|
|
|
39,655
|
|
|
|
|
1,890
|
|
|
|
|
|
|
|
|
|
|
1,890
|
|
|
|
|
1,890
|
|
||||||||||||||||
Grants issued in connection with services rendered
|
|
|
368,347
|
|
|
|
|
(15,737
|
)
|
|
|
|
|
|
|
|
|
|
|
(15,737
|
)
|
|
|
|
(15,737
|
)
|
|||||||||||||||
Shares issued under the share incentive plans
|
|
|
47,240
|
|
|
|
|
(1,428
|
)
|
|
|
|
|
|
|
|
|
|
(1,428
|
)
|
|
|
|
|
(1,428
|
)
|
|||||||||||||||
Deferral of vested shares
|
|
|
|
|
|
|
(15,428
|
)
|
|
|
|
|
15,428
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||||
Windfall tax benefits - share incentive plans
|
|
|
|
|
|
|
|
5,641
|
|
|
|
|
|
|
|
|
|
|
|
5,641
|
|
|
|
|
5,641
|
|
|||||||||||||||
Amortization of stock-based compensation expense
|
|
|
|
|
|
|
31,075
|
|
|
|
|
|
|
|
|
|
|
31,075
|
|
|
|
|
|
31,075
|
|
||||||||||||||||
Redemption value adjustment
|
|
|
|
|
|
|
306
|
|
|
|
|
|
|
|
|
|
|
306
|
|
|
|
|
306
|
|
|||||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(19,719
|
)
|
|
(19,719
|
)
|
|||||||||||||||||
Distributions declared ($3.685 per share)
|
|
|
|
|
|
|
3,178
|
|
|
(386,855
|
)
|
|
3,842
|
|
|
|
|
|
|
(379,835
|
)
|
|
|
|
(379,835
|
)
|
|||||||||||||||
Purchase of treasury stock from related party
|
|
|
(11,037
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(678
|
)
|
|
(678
|
)
|
|
|
|
(678
|
)
|
||||||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
76
|
|
|
76
|
|
|||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
239,826
|
|
|
|
|
|
|
|
|
239,826
|
|
|
6,385
|
|
|
246,211
|
|
||||||||||||||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
(111,970
|
)
|
|
|
|
(111,970
|
)
|
|
(5,977
|
)
|
|
(117,947
|
)
|
||||||||||||||||
Realized and unrealized loss on derivative instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
21,085
|
|
|
|
|
21,085
|
|
|
|
|
21,085
|
|
|||||||||||||||||
Change in unrealized gain on marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
|
|
(10
|
)
|
|
|
|
(10
|
)
|
|||||||||||||||||
Balance at December 31, 2014
|
—
|
|
|
104,040,653
|
|
|
$
|
105
|
|
|
$
|
4,322,273
|
|
|
$
|
(465,606
|
)
|
|
$
|
30,624
|
|
|
$
|
(75,559
|
)
|
|
$
|
(60,948
|
)
|
|
$
|
3,750,889
|
|
|
$
|
139,846
|
|
|
$
|
3,890,735
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows — Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
246,069
|
|
|
$
|
132,165
|
|
|
$
|
62,779
|
|
Adjustments to net income:
|
|
|
|
|
|
||||||
Depreciation and amortization, including intangible assets and deferred financing costs
|
248,549
|
|
|
140,316
|
|
|
55,114
|
|
|||
Gain on change in control of interests
|
(105,947
|
)
|
|
—
|
|
|
(20,794
|
)
|
|||
Straight-line rent and amortization of rent-related intangibles
|
44,843
|
|
|
21,333
|
|
|
2,831
|
|
|||
Management and disposition income received in shares of Managed REITs and other
|
(39,866
|
)
|
|
(33,572
|
)
|
|
(28,477
|
)
|
|||
Stock-based compensation expense
|
31,075
|
|
|
37,195
|
|
|
26,038
|
|
|||
(Gain) loss on sale of real estate
|
(29,250
|
)
|
|
(39,711
|
)
|
|
2,773
|
|
|||
Impairment charges
|
23,067
|
|
|
13,709
|
|
|
22,962
|
|
|||
Unrealized loss (gain) on derivatives and other
|
3,246
|
|
|
(7,529
|
)
|
|
(1,861
|
)
|
|||
Equity in earnings of equity method investments in real estate and the Managed REITs in excess of distributions received
|
(1,307
|
)
|
|
(10,177
|
)
|
|
(17,271
|
)
|
|||
Amortization of deferred revenue
|
(786
|
)
|
|
(9,436
|
)
|
|
(9,436
|
)
|
|||
Realized (gain) loss on extinguishment of debt and other
|
(234
|
)
|
|
1,375
|
|
|
595
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|||||
Increase in structuring revenue receivable
|
(23,713
|
)
|
|
(13,788
|
)
|
|
(20,304
|
)
|
|||
Increase in current and deferred income taxes payable
|
(19,087
|
)
|
|
(21,978
|
)
|
|
(6,936
|
)
|
|||
Payments for withholding taxes upon delivery of equity-based awards and exercises of stock options
|
(17,165
|
)
|
|
(11,476
|
)
|
|
(6,135
|
)
|
|||
Deferred acquisition fees received
|
15,724
|
|
|
18,633
|
|
|
21,059
|
|
|||
Decrease (increase) in prepaid taxes
|
6,394
|
|
|
(5,967
|
)
|
|
(11,341
|
)
|
|||
Net changes in other operating assets and liabilities
|
17,480
|
|
|
(3,184
|
)
|
|
9,047
|
|
|||
Net Cash Provided by Operating Activities
|
399,092
|
|
|
207,908
|
|
|
80,643
|
|
|||
Cash Flows — Investing Activities
|
|
|
|
|
|
|
|
|
|||
Purchases of real estate and equity investments in real estate
|
(898,162
|
)
|
|
(265,383
|
)
|
|
(3,944
|
)
|
|||
Proceeds from sale of real estate and equity investments
|
285,742
|
|
|
171,300
|
|
|
73,204
|
|
|||
Cash acquired in connection with the CPA
®
:16 Merger
|
65,429
|
|
|
—
|
|
|
—
|
|
|||
Capital expenditures on owned real estate
|
(26,404
|
)
|
|
(6,906
|
)
|
|
(4,059
|
)
|
|||
Capital contributions to equity investments
|
(25,468
|
)
|
|
(1,945
|
)
|
|
(726
|
)
|
|||
Change in investing restricted cash
|
(23,731
|
)
|
|
43,067
|
|
|
(9,119
|
)
|
|||
Capital expenditures on corporate assets
|
(18,262
|
)
|
|
(7,133
|
)
|
|
(2,145
|
)
|
|||
Distributions received from equity investments in real estate and the Managed REITs in excess of equity income
|
13,101
|
|
|
58,018
|
|
|
46,294
|
|
|||
Proceeds from repayment of short-term loan to affiliates
|
11,000
|
|
|
15,000
|
|
|
—
|
|
|||
Funding of short-term loan to affiliates
|
(11,000
|
)
|
|
(15,000
|
)
|
|
—
|
|
|||
Purchase of securities
|
(7,664
|
)
|
|
—
|
|
|
—
|
|
|||
Other investing activities, net
|
(3,469
|
)
|
|
2,608
|
|
|
372
|
|
|||
Cash paid to stockholders of CPA
®
:16 – Global in the CPA
®
:16 Merger
|
(1,338
|
)
|
|
—
|
|
|
—
|
|
|||
Cash paid to stockholders of CPA
®
:15 in the CPA
®
:15 Merger
|
—
|
|
|
—
|
|
|
(152,356
|
)
|
|||
Cash acquired in connection with the CPA
®
:15 Merger
|
—
|
|
|
—
|
|
|
178,945
|
|
|||
Net Cash (Used in) Provided by Investing Activities
|
(640,226
|
)
|
|
(6,374
|
)
|
|
126,466
|
|
|||
Cash Flows — Financing Activities
|
|
|
|
|
|
|
|
|
|||
Proceeds from senior credit facilities
|
1,757,151
|
|
|
735,000
|
|
|
300,000
|
|
|||
Repayments of senior credit facilities
|
(1,415,000
|
)
|
|
(413,000
|
)
|
|
(280,160
|
)
|
|||
Proceeds from issuance of senior unsecured notes
|
498,195
|
|
|
—
|
|
|
—
|
|
|||
Distributions paid
|
(347,902
|
)
|
|
(220,395
|
)
|
|
(113,867
|
)
|
|||
Proceeds from issuance of shares in public offering
|
282,162
|
|
|
—
|
|
|
—
|
|
|||
Prepayments of mortgage principal
|
(220,786
|
)
|
|
—
|
|
|
—
|
|
|||
Scheduled payments of mortgage principal
|
(205,024
|
)
|
|
(391,764
|
)
|
|
(54,964
|
)
|
|||
Distributions paid to noncontrolling interests
|
(20,646
|
)
|
|
(72,059
|
)
|
|
(7,314
|
)
|
|||
Proceeds from mortgage financing
|
20,354
|
|
|
115,567
|
|
|
23,750
|
|
|||
Payment of financing costs and mortgage deposits, net of deposits refunded
|
(12,321
|
)
|
|
(2,368
|
)
|
|
(2,557
|
)
|
|||
Windfall tax benefit associated with stock-based compensation awards
|
5,641
|
|
|
12,817
|
|
|
10,185
|
|
|||
Proceeds from exercise of stock options and employee purchases under the employee share purchase plan
|
1,890
|
|
|
2,312
|
|
|
51,644
|
|
|||
Contributions from noncontrolling interests
|
693
|
|
|
65,145
|
|
|
3,291
|
|
|||
Purchase of treasury stock from related parties
|
(679
|
)
|
|
(40,000
|
)
|
|
(45,270
|
)
|
|||
Change in financing restricted cash
|
(588
|
)
|
|
(1,843
|
)
|
|
1,970
|
|
|||
Net Cash Provided by (Used in) Financing Activities
|
343,140
|
|
|
(210,588
|
)
|
|
(113,292
|
)
|
|||
Change in Cash and Cash Equivalents During the Year
|
|
|
|
|
|
|
|
|
|||
Effect of exchange rate changes on cash
|
(20,842
|
)
|
|
2,669
|
|
|
790
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
81,164
|
|
|
(6,385
|
)
|
|
94,607
|
|
|||
Cash and cash equivalents, beginning of year
|
117,519
|
|
|
123,904
|
|
|
29,297
|
|
|||
Cash and cash equivalents, end of year
|
$
|
198,683
|
|
|
$
|
117,519
|
|
|
$
|
123,904
|
|
Total Consideration
|
|
|
|
Fair value of W. P. Carey shares of common shares issued
|
$
|
1,815,521
|
|
Cash consideration for fractional shares
|
1,338
|
|
|
Fair value of our equity interest in CPA
®
:16 – Global prior to the CPA
®
:16 Merger
|
349,749
|
|
|
Fair value of our equity interest in jointly-owned investments with CPA
®
:16 – Global prior to the CPA
®
:16 Merger
|
172,720
|
|
|
Fair value of noncontrolling interests acquired
|
(278,187
|
)
|
|
|
2,061,141
|
|
|
Assets Acquired at Fair Value
|
|
||
Net investments in real estate
|
1,970,175
|
|
|
Net investments in direct financing leases
|
538,225
|
|
|
Equity investments in real estate
|
74,367
|
|
|
Assets held for sale
|
133,415
|
|
|
Goodwill
|
346,642
|
|
|
In-place lease intangible assets
|
553,723
|
|
|
Above-market rent intangible assets
|
395,824
|
|
|
Other assets
|
85,567
|
|
|
Liabilities Assumed at Fair Value
|
|
||
Non-recourse debt and line of credit
|
(1,768,288
|
)
|
|
Accounts payable, accrued expenses and other liabilities
|
(118,389
|
)
|
|
Below-market rent and other intangible liabilities
|
(57,569
|
)
|
|
Deferred tax liability
|
(58,347
|
)
|
|
Amounts attributable to noncontrolling interests
|
(99,633
|
)
|
|
Net assets acquired excluding cash
|
1,995,712
|
|
|
Cash acquired on acquisition of subsidiaries
|
$
|
65,429
|
|
Cash Consideration
|
$
|
13,748
|
|
Assets Acquired at Fair Value
|
|
||
Net investments in real estate
|
$
|
33,625
|
|
In-place lease intangible assets, net
|
872
|
|
|
Above-market rent intangible assets, net
|
722
|
|
|
Other assets
|
1,170
|
|
|
Liabilities Assumed at Fair Value
|
|
||
Non-recourse debt
|
(21,023
|
)
|
|
Below-market rent and other intangible liabilities
|
(1,618
|
)
|
|
Net assets acquired
|
$
|
13,748
|
|
Total Consideration
|
|
|
|
Fair value of W. P. Carey shares of common stock issued
|
$
|
1,380,362
|
|
Cash consideration
|
152,356
|
|
|
Fair value of W. P. Carey & Co. LLC equity interest in CPA
®
:15 prior to the CPA
®
:15 Merger
|
107,147
|
|
|
Fair value of W. P. Carey & Co. LLC equity interest in jointly-owned investments with CPA
®
:15 prior to the CPA
®
:15 Merger
|
54,822
|
|
|
|
1,694,687
|
|
|
Assets Acquired at Fair Value
|
|
||
Net investments in real estate
|
1,762,872
|
|
|
Net investments in direct financing leases
|
315,789
|
|
|
Equity investments in real estate
|
166,247
|
|
|
Goodwill
|
268,683
|
|
|
Intangible assets
|
695,310
|
|
|
Other assets
|
81,750
|
|
|
Liabilities Assumed at Fair Value
|
|
||
Non-recourse debt
|
(1,350,755
|
)
|
|
Below-market rent and other intangible liabilities
|
(102,155
|
)
|
|
Accounts payable, accrued expenses and other liabilities
|
(84,640
|
)
|
|
Amounts attributable to noncontrolling interests
|
(237,359
|
)
|
|
Net assets acquired excluding cash
|
1,515,742
|
|
|
Cash acquired on acquisition of subsidiaries
|
$
|
178,945
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Interest paid
|
$
|
156,335
|
|
|
$
|
98,599
|
|
|
$
|
38,092
|
|
Income taxes paid
|
$
|
25,247
|
|
|
$
|
14,405
|
|
|
$
|
12,501
|
|
|
|
Initially Reported at March 31, 2014
|
|
Measurement Period Adjustments
|
|
As Revised at December 31, 2014
|
||||||
Total Consideration
|
|
|
|
|
|
|
||||||
Fair value of W. P. Carey shares of common stock issued
|
|
$
|
1,815,521
|
|
|
$
|
—
|
|
|
$
|
1,815,521
|
|
Cash consideration for fractional shares
|
|
1,338
|
|
|
—
|
|
|
1,338
|
|
|||
Merger Consideration
|
|
1,816,859
|
|
|
—
|
|
|
1,816,859
|
|
|||
Fair value of our equity interest in CPA
®
:16 – Global prior to the CPA
®
:16 Merger
|
|
347,164
|
|
|
2,585
|
|
|
349,749
|
|
|||
Fair value of our equity interest in jointly-owned investments with CPA
®
:16 – Global prior to the CPA
®
:16 Merger
|
|
172,720
|
|
|
—
|
|
|
172,720
|
|
|||
Fair value of noncontrolling interests acquired
|
|
(278,829
|
)
|
|
642
|
|
|
(278,187
|
)
|
|||
|
|
$
|
2,057,914
|
|
|
$
|
3,227
|
|
|
$
|
2,061,141
|
|
Assets Acquired at Fair Value
|
|
|
|
|
|
|
|
|||||
Net investments in real properties
|
|
$
|
1,969,274
|
|
|
$
|
901
|
|
|
$
|
1,970,175
|
|
Net investments in direct financing leases
|
|
538,607
|
|
|
(382
|
)
|
|
538,225
|
|
|||
Equity investments in real estate
|
|
74,367
|
|
|
—
|
|
|
74,367
|
|
|||
Assets held for sale
|
|
132,951
|
|
|
464
|
|
|
133,415
|
|
|||
In-place lease intangible assets
|
|
553,479
|
|
|
244
|
|
|
553,723
|
|
|||
Above-market rent intangible assets
|
|
395,663
|
|
|
161
|
|
|
395,824
|
|
|||
Cash and cash equivalents
|
|
65,429
|
|
|
—
|
|
|
65,429
|
|
|||
Other assets, net
|
|
82,032
|
|
|
3,535
|
|
|
85,567
|
|
|||
|
|
3,811,802
|
|
|
4,923
|
|
|
3,816,725
|
|
|||
Liabilities Assumed at Fair Value
|
|
|
|
|
|
|
|
|||||
Non-recourse debt and line of credit
|
|
(1,768,288
|
)
|
|
—
|
|
|
(1,768,288
|
)
|
|||
Accounts payable, accrued expenses and other liabilities
|
|
(118,389
|
)
|
|
—
|
|
|
(118,389
|
)
|
|||
Below-market rent and other intangible liabilities
|
|
(57,209
|
)
|
|
(360
|
)
|
|
(57,569
|
)
|
|||
Deferred tax liability
|
|
(59,629
|
)
|
|
1,282
|
|
|
(58,347
|
)
|
|||
|
|
(2,003,515
|
)
|
|
922
|
|
|
(2,002,593
|
)
|
|||
|
|
|
|
|
|
|
|
|||||
Total identifiable net assets
|
|
1,808,287
|
|
|
5,845
|
|
|
1,814,132
|
|
|||
Amounts attributable to noncontrolling interests
|
|
(99,345
|
)
|
|
(288
|
)
|
|
(99,633
|
)
|
|||
Goodwill
|
|
348,972
|
|
|
(2,330
|
)
|
|
346,642
|
|
|||
|
|
$
|
2,057,914
|
|
|
$
|
3,227
|
|
|
$
|
2,061,141
|
|
•
|
Discount rates applied to the estimated net operating income of each property ranged from approximately
4.75%
to
15.25%
;
|
•
|
Discount rates applied to the estimated residual value of each property ranged from approximately
4.75%
to
14.00%
;
|
•
|
Residual capitalization rates applied to the properties ranged from approximately
5.00%
to
12.50%
;
|
•
|
The fair market value of the 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 the property level debt cash flows ranged from approximately
1.80%
to
8.75%
.
|
|
Years Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Pro forma total revenues
|
$
|
931,309
|
|
|
$
|
780,578
|
|
|
|
|
|
||||
Pro forma net income from continuing operations, net of tax
|
$
|
139,698
|
|
|
$
|
146,525
|
|
Pro forma net (income) loss attributable to noncontrolling interests
|
(5,380
|
)
|
|
10,963
|
|
||
Pro forma net loss (income) attributable to redeemable noncontrolling interest
|
142
|
|
|
(1,909
|
)
|
||
Pro forma net income from continuing operations, net of tax attributable to W. P. Carey
|
$
|
134,460
|
|
|
$
|
155,579
|
|
|
|
|
|
||||
Pro forma earnings per share:
(a)
|
|
|
|
||||
Basic
|
$
|
1.32
|
|
|
$
|
1.56
|
|
Diluted
|
$
|
1.31
|
|
|
$
|
1.54
|
|
|
|
|
|
||||
Pro forma weighted-average shares outstanding:
(b)
|
|
|
|
||||
Basic
|
101,296,847
|
|
|
99,420,924
|
|
||
Diluted
|
102,360,038
|
|
|
100,437,886
|
|
(a)
|
The pro forma income attributable to W. P. Carey for the year ended
December 31, 2013
reflects the following income and expenses recognized related to the CPA
®
:16 Merger as if the CPA
®
:16 Merger had taken place on January 1, 2013: (i) combined merger expenses through
December 31, 2014
; (ii) an aggregate gain on change in control of interests of
$105.9 million
; and (iii) an income tax expense of $
4.8 million
from a permanent difference upon recognition of taxable income associated with accelerated vesting of shares previously issued by CPA
®
:16 – Global to us for asset management and performance fees in connection with the CPA
®
:16 Merger.
|
(b)
|
The pro forma weighted-average shares outstanding for the years ended
December 31, 2014
and
2013
were determined as if the
30,729,878
shares of our common stock issued to CPA
®
:16 – Global stockholders in the CPA
®
:16 Merger were issued on January 1, 2013.
|
Total Consideration
|
|
|
|
|
Fair value of W. P. Carey shares of common stock issued
|
|
$
|
1,380,362
|
|
Cash consideration paid
|
|
152,356
|
|
|
Merger Consideration
|
|
1,532,718
|
|
|
Fair value of our equity interest in CPA
®
:15 prior to the CPA
®
:15 Merger
|
|
107,147
|
|
|
Fair value of our equity interest in jointly-owned investments with CPA
®
:15 prior to the CPA
®
:15 Merger
|
|
54,822
|
|
|
|
|
$
|
1,694,687
|
|
Assets Acquired at Fair Value
|
|
|
|
|
Net investment in properties
|
|
$
|
1,762,872
|
|
Net investment in direct financing leases
|
|
315,789
|
|
|
Equity investments in real estate
|
|
166,247
|
|
|
Intangible assets (
Note 8
)
|
|
695,310
|
|
|
Cash and cash equivalents
|
|
178,945
|
|
|
Other assets
|
|
81,750
|
|
|
|
|
3,200,913
|
|
|
Liabilities Assumed at Fair Value
|
|
|
|
|
Non-recourse debt
|
|
(1,350,755
|
)
|
|
Below-market rent and other intangible liabilities
|
|
(102,155
|
)
|
|
Accounts payable, accrued expenses and other liabilities
|
|
(84,640
|
)
|
|
|
|
(1,537,550
|
)
|
|
|
|
|
||
Total identifiable net assets
|
|
1,663,363
|
|
|
Amounts attributable to noncontrolling interests
|
|
(237,359
|
)
|
|
Goodwill
|
|
268,683
|
|
|
|
|
$
|
1,694,687
|
|
•
|
Discount rates applied to the estimated net operating income of each property ranged from approximately
3.50%
to
14.75%
;
|
•
|
Discount rates applied to the estimated residual value of each property ranged from approximately
5.75%
to
12.50%
;
|
•
|
Residual capitalization rates applied to the properties ranged from approximately
7.00%
to
11.50%
.
|
•
|
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
2.70%
to
10.00%
.
|
|
Year Ended
|
||
|
December 31, 2012
|
||
Pro forma total revenues
|
$
|
512,822
|
|
Pro forma net income from continuing operations, net of tax attributable to W. P. Carey
|
$
|
138,157
|
|
|
|
||
Pro forma earnings per share:
|
|
||
Basic
|
$
|
2.00
|
|
Diluted
|
$
|
1.98
|
|
|
|
||
Pro forma weighted-average shares outstanding:
(a)
|
|
||
Basic
|
68,382,378
|
|
|
Diluted
|
69,071,391
|
|
(a)
|
The pro forma weighted average shares outstanding for the year ended
December 31, 2012
were determined as if the
28,170,643
shares of our common stock issued to CPA
®
:15 stockholders in the CPA
®
:15 Merger were issued on January 1, 2011.
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Reimbursable costs from affiliates
|
$
|
130,212
|
|
|
$
|
73,592
|
|
|
$
|
97,638
|
|
Structuring revenue
|
71,256
|
|
|
46,589
|
|
|
48,355
|
|
|||
Asset management revenue
(a)
|
37,970
|
|
|
42,579
|
|
|
56,576
|
|
|||
Distributions of Available Cash
|
31,052
|
|
|
34,121
|
|
|
30,009
|
|
|||
Dealer manager fees
|
23,532
|
|
|
10,856
|
|
|
19,914
|
|
|||
Deferred revenue earned
|
786
|
|
|
8,492
|
|
|
8,492
|
|
|||
Interest income on deferred acquisition fees and loans to affiliates
|
684
|
|
|
949
|
|
|
1,064
|
|
|||
Incentive, termination and subordinated disposition revenue
|
—
|
|
|
199
|
|
|
—
|
|
|||
|
$
|
295,492
|
|
|
$
|
217,377
|
|
|
$
|
262,048
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
CPA
®
:15
(b)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,593
|
|
CPA
®
:16 – Global
(c)
|
7,999
|
|
|
53,166
|
|
|
50,929
|
|
|||
CPA
®
:17 – Global
(d)
|
68,710
|
|
|
69,275
|
|
|
174,192
|
|
|||
CPA
®
:18 – Global
(d)
|
129,642
|
|
|
29,293
|
|
|
—
|
|
|||
CWI
(d)
|
89,141
|
|
|
65,643
|
|
|
15,334
|
|
|||
|
$
|
295,492
|
|
|
$
|
217,377
|
|
|
$
|
262,048
|
|
(a)
|
Excludes amounts received from third parties.
|
(b)
|
CPA
®
:15 merged with and into us on September 28, 2012.
|
(c)
|
Upon completion of the CPA
®
:16 Merger on January 31, 2014, the advisory agreement with CPA
®
:16 – Global terminated. Pursuant to the terms of the merger agreement, the incentive or termination fee that we would have been entitled to receive from CPA
®
:16 – Global pursuant to the terms of its advisory agreement was waived upon the completion of the CPA
®
:16 Merger. The amount shown for the year ended
December 31, 2014
reflects transactions through January 31, 2014.
|
(d)
|
The advisory agreements with each of the CPA
®
REITs are scheduled to expire on December 31, 2015 and the advisory agreement with CWI is scheduled to expire on September 30, 2015 unless otherwise renewed.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred acquisition fees receivable
|
$
|
26,913
|
|
|
$
|
19,684
|
|
Organization and offering costs
|
2,120
|
|
|
2,700
|
|
||
Accounts receivable
|
2,680
|
|
|
3,716
|
|
||
Current acquisition fees receivable
|
2,463
|
|
|
4,149
|
|
||
Reimbursable costs
|
301
|
|
|
334
|
|
||
Asset management fee receivable
|
—
|
|
|
1,451
|
|
||
|
$
|
34,477
|
|
|
$
|
32,034
|
|
|
Years Ended December 31.
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance
|
$
|
—
|
|
|
$
|
40,000
|
|
|
$
|
—
|
|
Reclassification from permanent equity to temporary equity
|
—
|
|
|
—
|
|
|
85,000
|
|
|||
Redemptions of securities
|
—
|
|
|
(40,000
|
)
|
|
(45,000
|
)
|
|||
Ending balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,000
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Land
|
$
|
1,146,704
|
|
|
$
|
534,697
|
|
Buildings
|
3,829,981
|
|
|
1,972,107
|
|
||
Real estate under construction
|
29,997
|
|
|
9,521
|
|
||
Less: Accumulated depreciation
|
(253,627
|
)
|
|
(168,076
|
)
|
||
|
$
|
4,753,055
|
|
|
$
|
2,348,249
|
|
•
|
$
41.9 million
for an office building in Chandler, Arizona on March 26, 2014;
|
•
|
$
47.2 million
for a warehouse/distribution facility in University Park, Illinois on May 15, 2014;
|
•
|
$
117.7 million
for an office building in Stavanger, Norway on August 6, 2014. Because we acquired stock in a subsidiary of the seller to complete the acquisition, we assumed the tax basis of the entity that we purchased and recorded an estimated deferred tax liability of $
14.7 million
. In connection with this business combination, we recorded goodwill of $
11.1 million
(
Note 8
);
|
•
|
$46.0 million
for an office building in Westborough, Massachusetts on August 22, 2014;
|
•
|
$56.0 million
for an office building in Andover, Massachusetts on October 7, 2014;
|
•
|
$
29.1 million
for an office building in Newport, United Kingdom on October 13, 2014; and
|
•
|
$
29.0 million
for a light-industrial/distribution center in Opole, Poland on December 12, 2014.
|
•
|
$
138.3 million
for
10
industrial and
21
agricultural properties in various locations in Australia on October 28, 2014. We also committed to fund a tenant expansion allowance of
$14.8 million
;
|
•
|
$
19.8 million
for a manufacturing facility in Lewisburg, Ohio on November 4, 2014; and
|
•
|
$
378.5 million
for
70
office buildings in various locations in Spain on December 19, 2014.
|
•
|
$
72.4 million
for an office building in Northfield, Illinois on January 11, 2013; and
|
•
|
$
52.1 million
for an office facility and research and development facility in Tampere, Finland on June 4, 2013.
|
•
|
$
63.3 million
for an office building in Salford, United Kingdom on September 9, 2013;
|
•
|
$
35.3 million
for a logistics facility in Venlo, Netherlands on April 15, 2013;
|
•
|
$
33.6 million
for an office building in Lone Tree, Colorado on November 27, 2013. We also committed to funding a tenant improvement allowance of $
5.2 million
; and
|
•
|
$
25.5 million
for an office building in Quincy, Massachusetts on June 7, 2013.
|
Years Ending December 31,
|
|
Total
|
||
2015
|
|
$
|
569,427
|
|
2016
|
|
554,767
|
|
|
2017
|
|
533,942
|
|
|
2018
|
|
502,584
|
|
|
2019
|
|
454,038
|
|
|
Thereafter
|
|
2,388,659
|
|
|
Total
|
|
$
|
5,003,417
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Land
|
$
|
7,074
|
|
|
$
|
1,097
|
|
Buildings
|
77,811
|
|
|
4,927
|
|
||
Less: Accumulated depreciation
|
(4,866
|
)
|
|
(882
|
)
|
||
|
$
|
80,019
|
|
|
$
|
5,142
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Real estate, net
|
$
|
5,969
|
|
|
$
|
62,466
|
|
Above-market rent intangible assets, net
|
838
|
|
|
13,872
|
|
||
In-place lease intangible assets, net
|
448
|
|
|
12,293
|
|
||
Below-market rent and other intangible liabilities, net
|
—
|
|
|
(1,808
|
)
|
||
Assets held for sale
|
$
|
7,255
|
|
|
$
|
86,823
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Minimum lease payments receivable
|
$
|
904,788
|
|
|
$
|
466,182
|
|
Unguaranteed residual value
|
818,334
|
|
|
363,903
|
|
||
|
1,723,122
|
|
|
830,085
|
|
||
Less: unearned income
|
(906,896
|
)
|
|
(466,665
|
)
|
||
|
$
|
816,226
|
|
|
$
|
363,420
|
|
Years Ending December 31,
|
|
Total
|
||
2015
|
|
$
|
78,488
|
|
2016
|
|
77,943
|
|
|
2017
|
|
77,914
|
|
|
2018
|
|
77,933
|
|
|
2019
|
|
75,418
|
|
|
Thereafter
|
|
517,092
|
|
|
Total
|
|
$
|
904,788
|
|
•
|
A note we acquired in the CPA
®
:16 Merger with a carrying value of $
11.1 million
on the date of acquisition, representing the expected future payments under a sales type lease; and
|
•
|
A B-note we acquired in the CPA
®
:16 Merger with a carrying value of $
9.9 million
on the date of acquisition. This note has a fixed annual interest rate of
6.3%
and a maturity date of
February 11, 2015
.
|
|
|
Number of Tenants / Obligors at December 31,
|
|
Carrying Value at December 31,
|
||||||||
Internal Credit Quality Indicator
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
1
|
|
3
|
|
3
|
|
$
|
79,343
|
|
|
$
|
42,812
|
|
2
|
|
4
|
|
3
|
|
37,318
|
|
|
27,869
|
|
||
3
|
|
23
|
|
8
|
|
592,631
|
|
|
284,968
|
|
||
4
|
|
7
|
|
1
|
|
127,782
|
|
|
7,771
|
|
||
5
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
$
|
837,074
|
|
|
$
|
363,420
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Proportionate share of equity in earnings of equity investments in the Managed REITs
|
$
|
2,425
|
|
|
$
|
7,057
|
|
|
$
|
8,867
|
|
Amortization of basis differences on equity investments in the Managed REITs
|
(810
|
)
|
|
(5,115
|
)
|
|
(4,302
|
)
|
|||
Other-than-temporary impairment charges on the Special Member Interest in
CPA
®
:16 – Global’s operating partnership
|
(735
|
)
|
|
(15,383
|
)
|
|
(9,910
|
)
|
|||
Distributions of Available Cash (
Note 4
)
|
31,052
|
|
|
34,121
|
|
|
30,009
|
|
|||
Deferred revenue earned (
Note 4
)
|
786
|
|
|
9,436
|
|
|
9,436
|
|
|||
Total equity in earnings of equity investments in the Managed REITs
|
32,718
|
|
|
30,116
|
|
|
34,100
|
|
|||
Equity in earnings from other equity investments in real estate
|
14,828
|
|
|
26,928
|
|
|
29,864
|
|
|||
Amortization of basis differences on other equity investments
|
(3,430
|
)
|
|
(4,313
|
)
|
|
(1,572
|
)
|
|||
Equity in earnings of equity method investments in real estate and the Managed REITs
|
$
|
44,116
|
|
|
$
|
52,731
|
|
|
$
|
62,392
|
|
|
|
% of Outstanding Shares Owned at
|
|
Carrying Amount of Investment at
|
||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||
Fund
|
|
2014
|
|
2013
|
|
2014
(a) (b)
|
|
2013
(a)
|
||||||
CPA
®
:16 – Global
(c)
|
|
100.000
|
%
|
|
18.533
|
%
|
|
$
|
—
|
|
|
$
|
282,520
|
|
CPA
®
:16 – Global operating partnership
(d)
|
|
100.000
|
%
|
|
0.015
|
%
|
|
—
|
|
|
813
|
|
||
CPA
®
:17 – Global
(e)
|
|
2.676
|
%
|
|
1.910
|
%
|
|
79,429
|
|
|
57,753
|
|
||
CPA
®
:17 – Global operating partnership
(f)
|
|
0.009
|
%
|
|
0.009
|
%
|
|
—
|
|
|
—
|
|
||
CPA
®
:18 – Global
|
|
0.221
|
%
|
|
0.127
|
%
|
|
2,784
|
|
|
320
|
|
||
CPA
®
:18 – Global operating partnership
(g)
|
|
0.034
|
%
|
|
0.034
|
%
|
|
209
|
|
|
209
|
|
||
CWI
|
|
1.088
|
%
|
|
0.538
|
%
|
|
13,940
|
|
|
3,369
|
|
||
CWI operating partnership
(h)
|
|
0.015
|
%
|
|
0.015
|
%
|
|
—
|
|
|
—
|
|
||
Carey Credit Income Fund
(i)
|
|
50.00
|
%
|
|
—
|
|
|
25,000
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
$
|
121,362
|
|
|
$
|
344,984
|
|
(a)
|
Includes asset management fees receivable, for which
240,318
shares,
37,870
class A shares, and
93,739
shares of common stock of CPA
®
:17 – Global, CPA
®
:18 – Global, and CWI, respectively, were issued during the first quarter of 2015.
|
(b)
|
At
December 31, 2014
and
2013
, the aggregate unamortized basis differences on our equity investments in the Managed REITs were
$20.2 million
and
$80.5 million
, respectively.
|
(c)
|
On January 31, 2014, we acquired all the remaining interests in CPA
®
:16 – Global, which merged into one of our wholly-owned subsidiaries with our subsidiary as the surviving entity, in the CPA
®
:16 Merger (
Note 3
). We received distributions of $
6.4 million
,
$25.3 million
, and
$24.3 million
from this affiliate during January
2014
, the year ended
December 31,
2013
and the year ended
December 31,
2012
, respectively. During the year ended
December 31,
2013
, equity income from CPA
®
:16 – Global and CPA
®
:16 – Global’s operating partnership exceeded 20% of our net income from continuing operations before income taxes. Therefore, the audited consolidated financial statements of CPA
®
:16 – Global are incorporated by reference in this Report.
|
(d)
|
During January
2014
and the years ended
December 31,
2013
and
2012
, we recognized other-than-temporary impairment charges of
$0.7 million
,
$15.4 million
, and
$9.9 million
, respectively, on this investment to reduce the carrying value of our interest in the investment to its estimated fair value (
Note 9
). In addition, we received distributions of $
4.8 million
,
$15.2 million
, and
$15.4 million
from this investment during January
2014
, the year ended
December 31,
2013
, and the year ended
December 31,
2012
, respectively. On January 31, 2014, we acquired the remaining interests in CPA
®
:16 – Global’s operating partnership and now consolidate this entity.
|
(e)
|
We received distributions of $
4.6 million
,
$3.0 million
, and
$1.6 million
from this affiliate during
2014
,
2013
, and
2012
, respectively.
|
(f)
|
We received distributions of $
20.4 million
,
$16.9 million
, and
$14.6 million
from this affiliate during
2014
,
2013
, and
2012
, respectively.
|
(g)
|
We received distributions of
$1.8 million
and
$0.1 million
, from this affiliate, which commenced operations in May 2013, during the years ended
December 31, 2014
and
2013
, respectively.
|
(h)
|
We received distributions of
$4.1 million
and
$1.9 million
from this affiliate during the years ended
December 31, 2014
and
2013
, respectively. There were no such distributions received during the year ended
December 31, 2012
.
|
(i)
|
In December 2014, we purchased
2,777,778
shares of CCIF at
$9.00
per share for a total purchase price of
$25.0 million
. We account for our interest in this investment using the equity method of accounting because we share the decision-making with the third-party investment partner. As of
December 31, 2014
, CCIF has not yet admitted any additional shareholders.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Real estate, net
|
$
|
5,969,011
|
|
|
$
|
7,218,177
|
|
Other assets
|
2,293,065
|
|
|
2,128,862
|
|
||
Total assets
|
8,262,076
|
|
|
9,347,039
|
|
||
Debt
|
(3,387,795
|
)
|
|
(4,237,044
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
(496,857
|
)
|
|
(571,097
|
)
|
||
Total liabilities
|
(3,884,652
|
)
|
|
(4,808,141
|
)
|
||
Noncontrolling interests
|
(170,249
|
)
|
|
(192,492
|
)
|
||
Stockholders’ equity
|
$
|
4,207,175
|
|
|
$
|
4,346,406
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
$
|
825,405
|
|
|
$
|
796,637
|
|
|
$
|
860,983
|
|
Expenses
(a)
|
(838,100
|
)
|
|
(701,830
|
)
|
|
(759,435
|
)
|
|||
(Loss) income from continuing operations
|
$
|
(12,695
|
)
|
|
$
|
94,807
|
|
|
$
|
101,548
|
|
Net (loss) income attributable to the Managed Programs
(b) (c)
|
$
|
(12,695
|
)
|
|
$
|
104,342
|
|
|
$
|
128,455
|
|
(a)
|
Total net expenses recognized by the Managed Programs during the year ended December 31, 2012 included
$3.1 million
of CPA
®
:15 Merger-related expenses incurred by CPA
®
:15, of which our share was approximately $
0.2 million
.
|
(b)
|
Inclusive of impairment charges recognized by the Managed Programs totaling $
1.3 million
,
$25.6 million
, and
$25.0 million
during the years ended
December 31, 2014
,
2013
, and
2012
, respectively. These impairment charges reduced our income earned from these investments by approximately less than $
0.1 million
,
$4.7 million
, and
$4.2 million
during the years ended
December 31, 2014
,
2013
, and
2012
, respectively.
|
(c)
|
Amounts included net gains on sale of real estate recorded by the Managed Programs totaling
$13.3 million
,
$7.7 million
, and
$35.4 million
during the years ended
December 31, 2014
,
2013
, and
2012
, respectively.
|
(a)
|
The carrying value of this investment is affected by the impact of fluctuations in the exchange rate of the foreign currency.
|
(b)
|
Represents equity investments we acquired prior to January 1, 2013.
|
(c)
|
This investment represents a tenancy-in-common interest, whereby the property is encumbered by the debt for which we are jointly and severally liable. For this investment, the co-obligor is CPA
®
:17 – Global and the total amount due under the arrangement was approximately
$82.7 million
at
December 31, 2014
. Of this amount,
$12.4 million
represents the amount we agreed to pay and is included within the carrying value of the investment at
December 31, 2014
.
|
(d)
|
We acquired the remaining interests in these investments from CPA
®
:16 – Global in the CPA
®
:16 Merger. Subsequent to the CPA
®
:16 Merger, we consolidate these wholly-owned or majority-owned investments (
Note 3
).
|
(e)
|
We acquired an additional
25%
interest in this investment in the CPA
®
:16 Merger. The remaining interest in this investment is owned by CPA
®
:17 – Global.
|
(f)
|
We acquired an additional
27%
interest in this investment in the CPA
®
:16 Merger. The remaining interest in this investment is owned by CPA
®
:17 – Global.
|
(g)
|
During the year ended
December 31, 2014
, we received a preferred equity position in Beach House JV, LLC as part of the sale of our Soho House investment. The preferred equity interest, which is redeemable on March 13, 2019, provides us with a preferred rate of return of
8.5%
. The rights under these preferred units allow us to have significant influence over the entity. Accordingly, we account for this investment using the equity method of accounting. We own
100
redeemable preferred units of Beach House JV LLC. During the year ended
December 31, 2014
, we recognized
$1.0 million
of income related to this investment, which is included in Equity in earnings of equity method investments in real estate and the Managed REITs in the consolidated financial statements.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Real estate, net
|
$
|
486,858
|
|
|
$
|
1,038,422
|
|
Other assets
|
81,232
|
|
|
146,635
|
|
||
Total assets
|
568,090
|
|
|
1,185,057
|
|
||
Debt
|
(278,012
|
)
|
|
(695,429
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
(10,057
|
)
|
|
(77,819
|
)
|
||
Total liabilities
|
(288,069
|
)
|
|
(773,248
|
)
|
||
Noncontrolling interests
|
(355
|
)
|
|
176
|
|
||
Stockholders’ equity
|
$
|
279,666
|
|
|
$
|
411,985
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
$
|
64,294
|
|
|
$
|
117,278
|
|
|
$
|
108,242
|
|
Expenses
|
(27,801
|
)
|
|
(50,907
|
)
|
|
(64,453
|
)
|
|||
Income from continuing operations
|
$
|
36,493
|
|
|
$
|
66,371
|
|
|
$
|
43,789
|
|
Net income attributable to the jointly-owned investments
(a)
|
$
|
36,493
|
|
|
$
|
15,762
|
|
|
$
|
79,591
|
|
(a)
|
Amount during the year ended December 31, 2012 included a net gain of approximately
$34.0 million
recognized by a jointly-owned investment as a result of selling its interests in the Médica investment. Our share of the gain was approximately
$15.1 million
.
|
|
Weighted-Average
Life
|
|
Amount
|
||
Amortizable Intangible Assets
|
|
|
|
||
In-place lease
|
13.3
|
|
$
|
700,850
|
|
Above-market rent
|
12.3
|
|
395,824
|
|
|
Below-market ground lease
|
67.5
|
|
14,772
|
|
|
|
|
|
$
|
1,111,446
|
|
|
|
|
|
||
Amortizable Intangible Liabilities
|
|
|
|
||
Below-market rent
|
18.1
|
|
$
|
(59,740
|
)
|
Above-market ground lease
|
31.5
|
|
(6,712
|
)
|
|
|
|
|
$
|
(66,452
|
)
|
|
Real Estate Ownership
|
|
Investment Management
|
|
Total
|
||||||
Balance at January 1, 2012
|
$
|
—
|
|
|
$
|
63,607
|
|
|
$
|
63,607
|
|
Acquisition of CPA
®
:15
|
268,683
|
|
|
—
|
|
|
268,683
|
|
|||
Allocation of goodwill to the cost basis of properties sold or classified as held-for-sale
|
(3,158
|
)
|
|
—
|
|
|
(3,158
|
)
|
|||
Balance at December 31, 2012
|
265,525
|
|
|
63,607
|
|
|
329,132
|
|
|||
Allocation of goodwill to the cost basis of properties sold or classified as held-for-sale
|
(13,118
|
)
|
|
—
|
|
|
(13,118
|
)
|
|||
Adjustments related to deferred foreign income taxes
(a)
|
32,715
|
|
|
—
|
|
|
32,715
|
|
|||
Adjustment to purchase price allocation for the CPA
®
:15 Merger
(b)
|
1,479
|
|
|
—
|
|
|
1,479
|
|
|||
Balance at December 31, 2013
|
286,601
|
|
|
63,607
|
|
|
350,208
|
|
|||
Acquisition of CPA
®
:16 – Global
|
346,642
|
|
|
—
|
|
|
346,642
|
|
|||
Other business combinations
(c)
|
13,585
|
|
|
—
|
|
|
13,585
|
|
|||
Allocation of goodwill to the cost basis of properties sold or classified as held-for-sale
|
(3,762
|
)
|
|
—
|
|
|
(3,762
|
)
|
|||
Foreign currency translation adjustments and other
|
(14,258
|
)
|
|
—
|
|
|
(14,258
|
)
|
|||
Balance at December 31, 2014
|
$
|
628,808
|
|
|
$
|
63,607
|
|
|
$
|
692,415
|
|
(a)
|
In the fourth quarter of 2013, we recorded an out-of-period adjustment related to accounting for deferred foreign income taxes (
Note 2
).
|
(b)
|
In the fourth quarter of 2013, we recorded an immaterial out-of-period adjustment to correct the purchase price allocation for the
CPA
®
:15 Merger.
|
(c)
|
Primarily relates to acquisition of an investment in Norway (
Note 5
).
|
|
December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Amortizable Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Management contracts
|
$
|
32,765
|
|
|
$
|
(32,765
|
)
|
|
$
|
—
|
|
|
$
|
32,765
|
|
|
$
|
(32,395
|
)
|
|
$
|
370
|
|
Internal-use software development costs
|
17,584
|
|
|
(26
|
)
|
|
17,558
|
|
|
3,255
|
|
|
—
|
|
|
3,255
|
|
||||||
|
50,349
|
|
|
(32,791
|
)
|
|
17,558
|
|
|
36,020
|
|
|
(32,395
|
)
|
|
3,625
|
|
||||||
Lease Intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-place lease and tenant relationship
|
1,185,692
|
|
|
(191,873
|
)
|
|
993,819
|
|
|
557,984
|
|
|
(86,265
|
)
|
|
471,719
|
|
||||||
Above-market rent
|
639,370
|
|
|
(116,573
|
)
|
|
522,797
|
|
|
292,132
|
|
|
(50,157
|
)
|
|
241,975
|
|
||||||
Below-market ground lease
|
17,771
|
|
|
(435
|
)
|
|
17,336
|
|
|
4,386
|
|
|
(22
|
)
|
|
4,364
|
|
||||||
|
1,842,833
|
|
|
(308,881
|
)
|
|
1,533,952
|
|
|
854,502
|
|
|
(136,444
|
)
|
|
718,058
|
|
||||||
Unamortizable Goodwill and
Indefinite-Lived Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
692,415
|
|
|
—
|
|
|
692,415
|
|
|
350,208
|
|
|
—
|
|
|
350,208
|
|
||||||
Trade name
|
3,975
|
|
|
—
|
|
|
3,975
|
|
|
3,975
|
|
|
—
|
|
|
3,975
|
|
||||||
|
696,390
|
|
|
—
|
|
|
696,390
|
|
|
354,183
|
|
|
—
|
|
|
354,183
|
|
||||||
Total intangible assets
|
$
|
2,589,572
|
|
|
$
|
(341,672
|
)
|
|
$
|
2,247,900
|
|
|
$
|
1,244,705
|
|
|
$
|
(168,839
|
)
|
|
$
|
1,075,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortizable Intangible Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below-market rent
|
$
|
(169,231
|
)
|
|
$
|
23,039
|
|
|
$
|
(146,192
|
)
|
|
$
|
(116,939
|
)
|
|
$
|
11,832
|
|
|
$
|
(105,107
|
)
|
Above-market ground lease
|
(13,311
|
)
|
|
1,144
|
|
|
(12,167
|
)
|
|
(6,896
|
)
|
|
512
|
|
|
(6,384
|
)
|
||||||
|
(182,542
|
)
|
|
24,183
|
|
|
(158,359
|
)
|
|
(123,835
|
)
|
|
12,344
|
|
|
(111,491
|
)
|
||||||
Unamortizable Intangible Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Below-market purchase option
|
(16,711
|
)
|
|
—
|
|
|
(16,711
|
)
|
|
(16,711
|
)
|
|
—
|
|
|
(16,711
|
)
|
||||||
Total intangible liabilities
|
$
|
(199,253
|
)
|
|
$
|
24,183
|
|
|
$
|
(175,070
|
)
|
|
$
|
(140,546
|
)
|
|
$
|
12,344
|
|
|
$
|
(128,202
|
)
|
Years Ending December 31,
|
|
Net Decrease in Lease Revenues
|
|
Increase to Amortization/Property Expenses
|
|
Net
|
||||||
2015
|
|
$
|
54,208
|
|
|
$
|
114,768
|
|
|
$
|
168,976
|
|
2016
|
|
52,471
|
|
|
110,828
|
|
|
163,299
|
|
|||
2017
|
|
49,368
|
|
|
107,080
|
|
|
156,448
|
|
|||
2018
|
|
46,043
|
|
|
104,269
|
|
|
150,312
|
|
|||
2019
|
|
22,436
|
|
|
73,391
|
|
|
95,827
|
|
|||
Thereafter
|
|
152,079
|
|
|
506,210
|
|
|
658,289
|
|
|||
Total
|
|
$
|
376,605
|
|
|
$
|
1,016,546
|
|
|
$
|
1,393,151
|
|
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
|
Level
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Non-recourse debt
(a)
|
|
3
|
|
$
|
2,532,683
|
|
|
$
|
2,574,437
|
|
|
$
|
1,492,410
|
|
|
$
|
1,477,497
|
|
Senior Credit Facilities
(a) (b)
|
|
2
|
|
1,057,518
|
|
|
1,057,519
|
|
|
275,000
|
|
|
275,000
|
|
||||
Senior unsecured notes
(c)
|
|
2
|
|
498,345
|
|
|
527,029
|
|
|
—
|
|
|
—
|
|
||||
Deferred acquisition fees receivable
(d)
|
|
3
|
|
26,913
|
|
|
28,027
|
|
|
19,684
|
|
|
20,733
|
|
||||
Notes receivable
(a) (e)
|
|
3
|
|
20,848
|
|
|
19,604
|
|
|
—
|
|
|
—
|
|
||||
Unsecured Term Loan
(b)
|
|
2
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
300,000
|
|
(a)
|
We determined the estimated fair value of these financial instruments using a discounted cash flow model with rates that take into account the credit of the tenant/obligor, 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 tenant/obligor, the time until maturity and the current market interest rate.
|
(b)
|
As described in
Note 11
, the Prior Senior Credit Facility and Unsecured Term Loan were repaid and terminated in January 2014. We determined the estimated fair value of these financial instruments using a discounted cash flow model with rates that take into account the market-based credit spread and our credit rating.
|
(c)
|
We determined the estimated fair value of the
4.6%
senior unsecured notes using quoted market prices in an open market with limited trading volume (
Note 10
).
|
(d)
|
We determined the estimated fair value of our deferred acquisition fees receivable 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
108 - 355 basis points
and
50 - 100 basis points
,
respectively, at
December 31, 2014
. Significant increases or decreases to these inputs in isolation would result in a significant change in the fair value measurement.
|
(e)
|
We acquired these notes in the CPA
®
:16 Merger (
Note 6
).
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
||||||||||||||||||
|
Fair Value
Measurements
|
|
Total Impairment
Charges
|
|
Fair Value
Measurements |
|
Total Impairment
Charges |
|
Fair Value
Measurements |
|
Total Impairment
Charges |
||||||||||||
Impairment Charges in
Continuing Operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate
|
$
|
26,503
|
|
|
$
|
21,738
|
|
|
$
|
15,495
|
|
|
$
|
4,673
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net investments in direct financing leases
|
39,158
|
|
|
1,329
|
|
|
891
|
|
|
68
|
|
|
—
|
|
|
—
|
|
||||||
Equity investments in real estate
|
—
|
|
|
735
|
|
|
5,111
|
|
|
19,256
|
|
|
17,140
|
|
|
9,910
|
|
||||||
Marketable security
|
—
|
|
|
—
|
|
|
483
|
|
|
553
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
23,802
|
|
|
|
|
24,550
|
|
|
|
|
9,910
|
|
||||||||
Impairment Charges in
Discontinued Operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate
|
—
|
|
|
—
|
|
|
19,413
|
|
|
6,192
|
|
|
39,642
|
|
|
12,495
|
|
||||||
Operating real estate
|
—
|
|
|
—
|
|
|
3,709
|
|
|
1,071
|
|
|
5,002
|
|
|
10,467
|
|
||||||
|
|
|
—
|
|
|
|
|
7,263
|
|
|
|
|
22,962
|
|
|||||||||
|
|
|
|
$
|
23,802
|
|
|
|
|
|
$
|
31,813
|
|
|
|
|
|
$
|
32,872
|
|
Derivatives Designated
as Hedging Instruments
|
|
|
|
Asset Derivatives Fair Value at
|
|
Liability Derivatives Fair Value at
|
||||||||||||
|
Balance Sheet Location
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2014
|
|
December 31, 2013
|
|||||||||
Interest rate caps
|
|
Other assets, net
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
Other assets, net
|
|
285
|
|
|
1,618
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts
(a)
|
|
Other assets, net
|
|
16,307
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts
(a)
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,083
|
)
|
||||
Interest rate swaps
(a)
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
(5,660
|
)
|
|
(2,734
|
)
|
||||
Derivatives Not Designated
as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock warrants
(b)
|
|
Other assets, net
|
|
3,753
|
|
|
2,160
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
(c)
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
(7,496
|
)
|
|
(11,995
|
)
|
||||
Total derivatives
|
|
|
|
$
|
20,348
|
|
|
$
|
3,780
|
|
|
$
|
(13,156
|
)
|
|
$
|
(21,812
|
)
|
(a)
|
In connection with the CPA
®
:16 Merger, we acquired interest rate swaps and a cap, which were in a net liability position, and foreign currency forward contracts, which were in a net asset position, that had fair values of
$2.4 million
and
$5.0 million
, respectively, at
December 31, 2014
.
|
(b)
|
In connection with the CPA
®
:16 Merger, we acquired warrants from CPA
®
:16 – Global, which had previously been granted by Hellweg 2 to CPA
®
:16 – Global, that had a fair value of
$1.3 million
at
December 31, 2014
. These warrants give us participation rights to any distributions made by Hellweg 2 and entitle us to a cash distribution that equals a certain percentage of the liquidity event price of Hellweg 2, should a liquidity event occur.
|
(c)
|
These interest rate swaps do not qualify for hedge accounting; however, they do protect against fluctuations in interest rates related to the underlying variable-rate debt.
|
|
|
Amount of Gain (Loss) Recognized in
Other Comprehensive (Loss) Income
on Derivatives (Effective Portion)
(a)
|
||||||||||
|
|
Years Ended December 31,
|
||||||||||
Derivatives in Cash Flow Hedging Relationships
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest rate swaps
|
|
$
|
(2,628
|
)
|
|
$
|
4,720
|
|
|
$
|
(1,059
|
)
|
Interest rate caps
|
|
290
|
|
|
(15
|
)
|
|
277
|
|
|||
Foreign currency forward contracts
|
|
23,167
|
|
|
(5,211
|
)
|
|
(1,480
|
)
|
|||
Derivatives in Net Investment Hedging Relationship
(b)
|
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
|
2,566
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
23,395
|
|
|
$
|
(506
|
)
|
|
$
|
(2,262
|
)
|
|
|
|
|
Amount of Gain (Loss) Reclassified from
Other Comprehensive (Loss) Income
into Income (Effective Portion)
(c)
|
||||||||||
Derivative in Cash Flow Hedging Relationships
|
|
Location of Gain (Loss) Recognized in Income
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
(d)
|
|
2012
(d)
|
||||||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
(2,691
|
)
|
|
$
|
(1,745
|
)
|
|
$
|
(1,539
|
)
|
Foreign currency forward contracts
|
|
Other income and (expenses)
|
|
(103
|
)
|
|
(537
|
)
|
|
(239
|
)
|
|||
Total
|
|
|
|
$
|
(2,794
|
)
|
|
$
|
(2,282
|
)
|
|
$
|
(1,778
|
)
|
(a)
|
Excludes net gains (losses) of
$0.3 million
,
$0.5 million
, and less than $
(0.1) million
recognized on unconsolidated jointly-owned investments for the years ended
December 31, 2014
,
2013
, and
2012
, respectively.
|
(b)
|
The effective portion of the change in fair value and the settlement of these contracts are reported in the foreign currency translation adjustment section of
Other comprehensive (loss) income
until the underlying investment is sold, at which time we reclassify the gain or loss to earnings.
|
(c)
|
Excludes net gains of
$0.4 million
,
$0.5 million
, and
$0.4 million
recognized on unconsolidated jointly-owned investments for the years ended
December 31, 2014
,
2013
, and
2012
, respectively.
|
(d)
|
The amounts included in this column for the periods presented have been revised to reverse the signs that were incorrectly presented when originally reported.
|
|
|
|
|
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
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
3,186
|
|
|
$
|
5,249
|
|
|
$
|
429
|
|
Stock warrants
|
|
Other income and (expenses)
|
|
134
|
|
|
440
|
|
|
108
|
|
|||
Derivatives in Cash Flow Hedging Relationships
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
(a)
|
|
Interest expense
|
|
761
|
|
|
(20
|
)
|
|
101
|
|
|||
Total
|
|
|
|
$
|
4,081
|
|
|
$
|
5,669
|
|
|
$
|
638
|
|
(a)
|
Relates to the ineffective portion of the hedging relationship.
|
|
|
Number of Instruments
|
|
Notional
Amount |
|
Fair Value at December 31, 2014
(a)
|
||||
Interest Rate Derivatives
|
|
|
|
|||||||
Designated as Cash Flow Hedging Instruments
|
|
|
|
|
|
|
|
|||
Interest rate swaps
|
|
14
|
|
129,313
|
|
USD
|
|
$
|
(4,324
|
)
|
Interest rate swaps
|
|
2
|
|
8,174
|
|
EUR
|
|
(1,051
|
)
|
|
Interest rate caps
(b)
|
|
1
|
|
45,847
|
|
EUR
|
|
3
|
|
|
Not Designated as Cash Flow Hedging Instruments
|
|
|
|
|
|
|
|
|||
Interest rate swaps
(c)
|
|
3
|
|
107,400
|
|
EUR
|
|
(7,496
|
)
|
|
|
|
|
|
|
|
|
$
|
(12,868
|
)
|
(a)
|
Fair value amounts are based on the exchange rate of the euro at
December 31, 2014
, as applicable.
|
(b)
|
The applicable interest rate of the related debt was
1.0%
, which was below the strike price of the cap of
3.0%
at
December 31, 2014
.
|
(c)
|
These interest rate swaps do not qualify for hedge accounting; however, they do protect against fluctuations in interest rates related to the underlying variable-rate debt.
|
|
|
Number of Instruments
|
|
Notional
Amount
|
|
Fair Value at December 31, 2014
(a)
|
||||
Foreign Currency Derivatives
|
|
|
|
|||||||
Designated as Cash Flow Hedging Instruments
|
|
|
|
|
|
|
|
|||
Foreign currency forward contracts
|
|
68
|
|
155,978
|
|
EUR
|
|
$
|
12,573
|
|
Foreign currency forward contracts
|
|
16
|
|
8,560
|
|
GBP
|
|
51
|
|
|
Foreign currency forward contracts
|
|
20
|
|
25,082
|
|
AUD
|
|
1,117
|
|
|
Designated as Net Investment Hedging Instruments
|
|
|
|
|
|
|
|
|||
Foreign currency forward contracts
|
|
5
|
|
84,522
|
|
AUD
|
|
2,566
|
|
|
|
|
|
|
|
|
|
$
|
16,307
|
|
(a)
|
Fair value amounts are based on the applicable exchange rate of the foreign currency at
December 31, 2014
.
|
Years Ending December 31,
|
|
Total
(a)
|
||
2015
|
|
$
|
210,081
|
|
2016
(b)
|
|
609,150
|
|
|
2017
|
|
751,954
|
|
|
2018
(c)
|
|
1,088,374
|
|
|
2019
|
|
99,777
|
|
|
Thereafter through 2038
(d)
|
|
1,323,978
|
|
|
|
|
4,083,314
|
|
|
Unamortized premium, net
(e)
|
|
5,232
|
|
|
Total
|
|
$
|
4,088,546
|
|
(a)
|
Certain amounts are based on the applicable foreign currency exchange rate at
December 31, 2014
.
|
(b)
|
Includes
$250.0 million
outstanding under our Term Loan Facility at
December 31, 2014
, which is scheduled to mature on
January 31, 2016
unless extended pursuant to its terms.
|
(c)
|
Includes
$807.5 million
outstanding under our Revolver at
December 31, 2014
, which is scheduled to mature on
January 31, 2018
unless extended pursuant to its terms.
|
(d)
|
Includes
$500.0 million
of outstanding
4.6%
senior unsecured notes, which are scheduled to mature on
April 1, 2024
.
|
(e)
|
Represents the unamortized premium of
$6.9 million
in the aggregate resulting from the assumption of property-level debt in connection with the CPA
®
:15 Merger and the CPA
®
:16 Merger, partially offset by a
$1.7 million
unamortized discount on the
4.6%
senior unsecured notes.
|
|
Distributions Paid
|
||||||||||
|
During the Years Ended December 31,
|
|
On October 16,
|
||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Ordinary income
|
$
|
3.6566
|
|
|
$
|
3.1701
|
|
|
$
|
0.6228
|
|
Return of capital
|
0.0584
|
|
|
0.0099
|
|
|
0.0272
|
|
|||
Total distributions paid
|
$
|
3.7150
|
|
|
$
|
3.1800
|
|
|
$
|
0.6500
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income attributable to W. P. Carey
|
$
|
239,826
|
|
|
$
|
98,876
|
|
|
$
|
62,132
|
|
Allocation of distribution equivalents paid on unvested RSUs and RSAs in excess of income
|
(1,007
|
)
|
|
(743
|
)
|
|
(535
|
)
|
|||
Net income – basic
|
238,819
|
|
|
98,133
|
|
|
61,597
|
|
|||
Income effect of dilutive securities, net of taxes
|
(77
|
)
|
|
187
|
|
|
23
|
|
|||
Net income – diluted
|
$
|
238,742
|
|
|
$
|
98,320
|
|
|
$
|
61,620
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding – basic
|
98,764,164
|
|
|
68,691,046
|
|
|
47,389,460
|
|
|||
Effect of dilutive securities
|
1,063,192
|
|
|
1,016,962
|
|
|
689,014
|
|
|||
Weighted-average shares outstanding – diluted
|
99,827,356
|
|
|
69,708,008
|
|
|
48,078,474
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income attributable to W. P. Carey
|
$
|
239,826
|
|
|
$
|
98,876
|
|
|
$
|
62,132
|
|
Transfers to noncontrolling interest
|
|
|
|
|
|
||||||
Decrease in W. P. Carey’s additional paid-in capital for purchase of the remaining interest in a jointly-owned investment
|
—
|
|
|
—
|
|
|
(154
|
)
|
|||
Decrease in W. P. Carey’s additional paid-in capital for purchases of less-than-wholly-owned investments in connection with the CPA
®
:16 Merger
|
(41,374
|
)
|
|
—
|
|
|
—
|
|
|||
Net transfers to noncontrolling interest
|
(41,374
|
)
|
|
—
|
|
|
(154
|
)
|
|||
Change from net income attributable to W. P. Carey and transfers to noncontrolling interest
|
$
|
198,452
|
|
|
$
|
98,876
|
|
|
$
|
61,978
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance
|
$
|
7,436
|
|
|
$
|
7,531
|
|
|
$
|
7,700
|
|
Redemption value adjustment
|
(306
|
)
|
|
—
|
|
|
840
|
|
|||
Net (loss) income
|
(142
|
)
|
|
353
|
|
|
40
|
|
|||
Distributions
|
(926
|
)
|
|
(435
|
)
|
|
(1,055
|
)
|
|||
Change in other comprehensive income (loss)
|
9
|
|
|
(13
|
)
|
|
6
|
|
|||
Ending balance
|
$
|
6,071
|
|
|
$
|
7,436
|
|
|
$
|
7,531
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Unrealized gain on marketable securities
|
$
|
21
|
|
|
$
|
31
|
|
Realized and unrealized gain (loss) on derivative instruments
|
13,597
|
|
|
(7,488
|
)
|
||
Foreign currency translation adjustments
|
(89,177
|
)
|
|
22,793
|
|
||
Accumulated other comprehensive (loss) income
|
$
|
(75,559
|
)
|
|
$
|
15,336
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
Gains and Losses on Derivative Instruments
|
|
Foreign Currency Translation Adjustments
|
|
Gains and Losses on Marketable Securities
|
|
Total
|
||||||||
Beginning balance
|
$
|
(7,488
|
)
|
|
$
|
22,793
|
|
|
$
|
31
|
|
|
$
|
15,336
|
|
Other comprehensive income (loss) before reclassifications
|
17,911
|
|
|
(117,938
|
)
|
|
(10
|
)
|
|
(100,037
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss) to:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
2,691
|
|
|
—
|
|
|
—
|
|
|
2,691
|
|
||||
Other income and (expenses)
|
103
|
|
|
—
|
|
|
—
|
|
|
103
|
|
||||
Equity in earnings of equity method investments in real estate and the Managed REITs
|
380
|
|
|
—
|
|
|
—
|
|
|
380
|
|
||||
Total
|
3,174
|
|
|
—
|
|
|
—
|
|
|
3,174
|
|
||||
Net current period other comprehensive income (loss)
|
21,085
|
|
|
(117,938
|
)
|
|
(10
|
)
|
|
(96,863
|
)
|
||||
Net current period other comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interests
|
—
|
|
|
5,968
|
|
|
—
|
|
|
5,968
|
|
||||
Ending balance
|
$
|
13,597
|
|
|
$
|
(89,177
|
)
|
|
$
|
21
|
|
|
$
|
(75,559
|
)
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
Gains and Losses on Derivative Instruments
|
|
Foreign Currency Translation Adjustments
|
|
Gains and Losses on Marketable Securities
|
|
Total
|
||||||||
Beginning balance
|
$
|
(7,508
|
)
|
|
$
|
2,828
|
|
|
$
|
31
|
|
|
$
|
(4,649
|
)
|
Other comprehensive (loss) income before reclassifications
|
(2,793
|
)
|
|
21,835
|
|
|
—
|
|
|
19,042
|
|
||||
Amounts reclassified from accumulated other comprehensive income to:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
1,745
|
|
|
—
|
|
|
—
|
|
|
1,745
|
|
||||
Other income and (expenses)
|
537
|
|
|
—
|
|
|
—
|
|
|
537
|
|
||||
Equity in earnings of equity method investments in real estate and the Managed REITs
|
531
|
|
|
—
|
|
|
—
|
|
|
531
|
|
||||
Total
|
2,813
|
|
|
—
|
|
|
—
|
|
|
2,813
|
|
||||
Net current period other comprehensive income
|
20
|
|
|
21,835
|
|
|
—
|
|
|
21,855
|
|
||||
Net current period other comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
—
|
|
|
(1,870
|
)
|
|
—
|
|
|
(1,870
|
)
|
||||
Ending balance
|
$
|
(7,488
|
)
|
|
$
|
22,793
|
|
|
$
|
31
|
|
|
$
|
15,336
|
|
|
Year Ended December 31, 2012
|
||||||||||||||
|
Gains and Losses on Derivative Instruments
|
|
Foreign Currency Translation Adjustments
|
|
Gains and Losses on Marketable Securities
|
|
Total
|
||||||||
Beginning balance
|
$
|
(5,246
|
)
|
|
$
|
(3,299
|
)
|
|
$
|
38
|
|
|
$
|
(8,507
|
)
|
Other comprehensive (loss) income before reclassifications
|
(4,394
|
)
|
|
7,809
|
|
|
(7
|
)
|
|
3,408
|
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income to:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
1,539
|
|
|
—
|
|
|
—
|
|
|
1,539
|
|
||||
Other income and (expenses)
|
239
|
|
|
—
|
|
|
—
|
|
|
239
|
|
||||
Equity in earnings of equity method investments in real estate and the Managed REITs
|
354
|
|
|
—
|
|
|
—
|
|
|
354
|
|
||||
Total
|
2,132
|
|
|
—
|
|
|
—
|
|
|
2,132
|
|
||||
Net current period other comprehensive (loss) income
|
(2,262
|
)
|
|
7,809
|
|
|
(7
|
)
|
|
5,540
|
|
||||
Net current period other comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
—
|
|
|
(1,682
|
)
|
|
—
|
|
|
(1,682
|
)
|
||||
Ending balance
|
$
|
(7,508
|
)
|
|
$
|
2,828
|
|
|
$
|
31
|
|
|
$
|
(4,649
|
)
|
|
|
2009 Incentive Plan
|
||||
Fiscal Year
|
|
RSUs Awarded
|
|
PSUs Awarded
|
||
2014
(a)
|
|
172,460
|
|
|
89,653
|
|
2013
(b)
|
|
171,804
|
|
|
85,900
|
|
2012
(c)
|
|
259,400
|
|
|
314,400
|
|
(a)
|
Includes
10,500
RSUs issued in connection with entering into employment agreements with certain employees. Also includes
10,000
PSUs awarded related to
2012
awards for which the previously undetermined terms and conditions of the grant were finalized in 2014.
|
(b)
|
Includes
20,250
RSUs issued in connection with entering into employment agreements with certain employees. Also includes
10,000
PSUs awarded related to
2011
awards for which the previously undetermined terms and conditions of the grant were finalized in 2013.
|
(c)
|
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 f
or which the previously undetermined terms and conditions of the grant were finalized in 2012.
|
|
RSA and RSU Awards
|
|
PSU Awards
|
||||||||||
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
||||||
Nonvested at January 1, 2012
|
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
|
|
||
Granted
|
185,015
|
|
|
57.69
|
|
|
86,189
|
|
|
84.33
|
|
||
Vested
(a)
|
(233,098
|
)
|
|
36.76
|
|
|
(324,161
|
)
|
|
39.48
|
|
||
Forfeited
|
(26,503
|
)
|
|
43.05
|
|
|
(30,108
|
)
|
|
50.52
|
|
||
Adjustment
(b)
|
—
|
|
|
—
|
|
|
489,287
|
|
|
67.22
|
|
||
Nonvested at December 31, 2013
|
519,608
|
|
|
45.19
|
|
|
1,220,720
|
|
|
28.28
|
|
||
Granted
(c)
|
188,619
|
|
|
61.08
|
|
|
89,653
|
|
|
76.05
|
|
||
Vested
(a)
|
(264,724
|
)
|
|
43.35
|
|
|
(881,388
|
)
|
|
51.00
|
|
||
Forfeited
|
(1,001
|
)
|
|
59.45
|
|
|
(78
|
)
|
|
54.31
|
|
||
Adjustment
(b)
|
—
|
|
|
—
|
|
|
448,734
|
|
|
55.91
|
|
||
Nonvested at December 31, 2014
(d)
|
442,502
|
|
|
$
|
53.03
|
|
|
877,641
|
|
|
$
|
32.06
|
|
(a)
|
The total fair value of shares vested during the years ended
December 31, 2014
,
2013
, and
2012
was
$56.4 million
, $
21.4 million
, and $
14.3 million
, respectively. Upon vesting of the shares, employees have the option to take immediate delivery of the underlying shares or defer receipt to a future date. At
December 31, 2014
and
2013
, we were obligated to issue
848,788
and
363,052
shares, respectively, of our common stock underlying these shares, which is recorded within W. P. Carey members’ equity as a Deferred compensation obligation of
$29.6 million
and
$10.1 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
2014
,
2013
, and
2012
to reflect the number of shares expected to be issued when the PSUs vest.
|
(c)
|
The grant date fair value of RSAs and RSUs are based on our stock price on the date of grant. The grant date fair value of the market-condition based PSUs were determined utilizing a Monte Carlo sim
ulation model to generate a range of possible future stock prices for both us and the plan defined peer index over the
three
-year performance period. To estimate the fair value of PSUs granted during
2014
, we used a risk-free interest rate of
0.65%
and an expected volatility rate of
25.89%
(the plan defined peer index assumes
21.77%
) and assumed a dividend yield of
zero
.
|
(d)
|
At
December 31, 2014
, total unrecognized compensation expense related to these awards was approximately
$24.0 million
, with aggregate weighted-average remaining term of
1.7 years
.
|
|
Year Ended December 31, 2014
|
|||||||||||
|
Shares
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining
Contractual
Term (in Years)
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding – beginning of year
|
619,601
|
|
|
$
|
30.30
|
|
|
|
|
|
||
Exercised
|
(140,718
|
)
|
|
31.41
|
|
|
|
|
|
|||
Canceled / Expired
|
(3,118
|
)
|
|
32.99
|
|
|
|
|
|
|||
Outstanding – end of year
|
475,765
|
|
|
$
|
29.95
|
|
|
1.75
|
|
$
|
19,102,514
|
|
Vested and expected to vest – end of year
|
475,765
|
|
|
$
|
29.95
|
|
|
1.75
|
|
$
|
19,102,514
|
|
Exercisable – end of year
|
421,656
|
|
|
$
|
29.75
|
|
|
1.64
|
|
$
|
17,012,685
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
2013
|
|
2012
|
||||||||||||||
|
Shares
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining
Contractual
Term (in Years)
|
|
Shares
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining
Contractual
Term (in Years)
|
||||||
Outstanding – beginning of year
|
794,210
|
|
|
$
|
30.32
|
|
|
|
|
1,208,041
|
|
|
$
|
28.73
|
|
|
|
Exercised
|
(169,412
|
)
|
|
30.43
|
|
|
|
|
(410,331
|
)
|
|
25.94
|
|
|
|
||
Canceled / Expired
|
(5,197
|
)
|
|
29.84
|
|
|
|
|
(3,500
|
)
|
|
24.93
|
|
|
|
||
Outstanding – end of year
|
619,601
|
|
|
$
|
30.30
|
|
|
2.59
|
|
794,210
|
|
|
$
|
30.32
|
|
|
3.19
|
Exercisable – end of year
|
511,811
|
|
|
$
|
30.18
|
|
|
|
|
623,218
|
|
|
$
|
30.22
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Federal
|
|
|
|
|
|
||||||
Current
|
$
|
19,545
|
|
|
$
|
8,274
|
|
|
$
|
18,142
|
|
Deferred
|
(7,609
|
)
|
|
(13,029
|
)
|
|
(21,167
|
)
|
|||
|
11,936
|
|
|
(4,755
|
)
|
|
(3,025
|
)
|
|||
State and Local
|
|
|
|
|
|
||||||
Current
|
13,422
|
|
|
4,970
|
|
|
12,303
|
|
|||
Deferred
|
(4,693
|
)
|
|
(3,665
|
)
|
|
(5,644
|
)
|
|||
|
8,729
|
|
|
1,305
|
|
|
6,659
|
|
|||
Foreign
|
|
|
|
|
|
||||||
Current
|
6,869
|
|
|
7,144
|
|
|
3,138
|
|
|||
Deferred
|
(9,925
|
)
|
|
(2,442
|
)
|
|
—
|
|
|||
|
(3,056
|
)
|
|
4,702
|
|
|
3,138
|
|
|||
Total Provision
|
$
|
17,609
|
|
|
$
|
1,252
|
|
|
$
|
6,772
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Income from continuing operations before
income taxes, net of amounts attributable to noncontrolling interests
|
$
|
223,938
|
|
|
|
|
$
|
85,889
|
|
|
|
|
$
|
94,343
|
|
|
|
|||
Pre-tax income attributable to pass-through subsidiaries
|
(202,807
|
)
|
|
|
|
(96,314
|
)
|
|
|
|
(94,755
|
)
|
|
|
||||||
Pre-tax income (loss) attributable to taxable subsidiaries
|
21,131
|
|
|
|
|
|
(10,425
|
)
|
|
|
|
|
(412
|
)
|
|
|
|
|||
Federal provision at statutory tax rate (35%)
|
7,396
|
|
|
35.0
|
%
|
|
(3,649
|
)
|
|
(35.0
|
)%
|
|
(144
|
)
|
|
(35.0
|
)%
|
|||
State and local taxes, net of federal benefit
|
2,296
|
|
|
10.9
|
%
|
|
(166
|
)
|
|
(1.6
|
)%
|
|
616
|
|
|
149.5
|
%
|
|||
Recognition of taxable income as a result of the
CPA
®
:16 Merger
(a)
|
4,833
|
|
|
22.9
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Amortization of intangible assets
|
—
|
|
|
—
|
%
|
|
492
|
|
|
4.7
|
%
|
|
465
|
|
|
112.9
|
%
|
|||
Interest
|
2,111
|
|
|
10.0
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Dividend income from Managed REITs
|
939
|
|
|
4.4
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Other
|
893
|
|
|
4.2
|
%
|
|
(302
|
)
|
|
(2.9
|
)%
|
|
1,069
|
|
|
259.5
|
%
|
|||
Tax provision — taxable subsidiaries
|
18,468
|
|
|
87.4
|
%
|
|
(3,625
|
)
|
|
(34.8
|
)%
|
|
2,006
|
|
|
486.9
|
%
|
|||
Current foreign taxes
|
6,869
|
|
|
|
|
7,144
|
|
|
|
|
3,138
|
|
|
|
||||||
Deferred foreign tax benefit
(b)
|
(9,925
|
)
|
|
|
|
(2,442
|
)
|
|
|
|
—
|
|
|
|
||||||
Other state and local taxes
|
2,197
|
|
|
|
|
|
175
|
|
|
|
|
|
1,628
|
|
|
|
|
|||
Total provision
|
$
|
17,609
|
|
|
|
|
|
$
|
1,252
|
|
|
|
|
|
$
|
6,772
|
|
|
|
|
(a)
|
Represents income tax expense due to a permanent difference from the recognition of deferred revenue as a result of the accelerated vesting of shares previously issued by CPA
®
:16 – Global for asset management and performance fees and the payment of deferred acquisition fees in connection with the CPA
®
:16 Merger.
|
(b)
|
Represents deferred tax benefit associated with basis differences on certain foreign properties acquired.
|
|
At December 31,
|
||||||
|
2014
|
|
2013
|
||||
Deferred Tax Assets
|
|
|
|
|
|
||
Unearned and deferred compensation
|
$
|
36,955
|
|
|
$
|
29,104
|
|
Net operating loss carryforwards
|
16,627
|
|
|
17,034
|
|
||
Basis differences — foreign investments
|
6,576
|
|
|
4,482
|
|
||
Other
|
3,272
|
|
|
10,565
|
|
||
Total deferred income taxes
|
63,430
|
|
|
61,185
|
|
||
Valuation allowance
|
(20,672
|
)
|
|
(18,214
|
)
|
||
Net deferred income taxes
|
42,758
|
|
|
42,971
|
|
||
Deferred Tax Liabilities
|
|
|
|
|
|
||
Basis differences — foreign investments
|
(95,619
|
)
|
|
(38,405
|
)
|
||
Basis differences — equity investees
|
(19,044
|
)
|
|
(9,870
|
)
|
||
Deferred revenue
|
(8,546
|
)
|
|
(30,248
|
)
|
||
Other
|
—
|
|
|
(187
|
)
|
||
Total deferred tax liabilities
|
(123,209
|
)
|
|
(78,710
|
)
|
||
Net Deferred Tax Liability
|
$
|
(80,451
|
)
|
|
$
|
(35,739
|
)
|
•
|
Basis differences between tax and U.S. GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, we assume the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the U.S. GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets;
|
•
|
Timing differences generated by differences in the U.S. GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs, straight-line rent, prepaid rents, and intangible assets, as well as unearned and deferred compensation;
|
•
|
Basis differences in equity investments represents fees earned in shares recognized under U.S. GAAP into income and deferred for U.S. taxes based upon a share versing schedule; and
|
•
|
Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions, that may be realized in future periods if the respective subsidiary generates sufficient taxable income.
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
$
|
8,931
|
|
|
$
|
28,951
|
|
|
$
|
27,137
|
|
Expenses
|
(2,039
|
)
|
|
(19,984
|
)
|
|
(23,895
|
)
|
|||
Loss on extinguishment of debt
|
(1,244
|
)
|
|
(2,415
|
)
|
|
—
|
|
|||
Gain (loss) on sale of real estate
|
27,670
|
|
|
40,043
|
|
|
(5,015
|
)
|
|||
Impairment charges
|
—
|
|
|
(8,415
|
)
|
|
(22,962
|
)
|
|||
Income (loss) from discontinued operations
|
$
|
33,318
|
|
|
$
|
38,180
|
|
|
$
|
(24,735
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Real Estate Ownership
|
|
|
|
|
|
||||||
Revenues
|
$
|
643,130
|
|
|
$
|
315,965
|
|
|
$
|
129,181
|
|
Operating expenses
(a)
|
(404,674
|
)
|
|
(178,962
|
)
|
|
(92,441
|
)
|
|||
Interest expense
|
(178,122
|
)
|
|
(103,728
|
)
|
|
(46,448
|
)
|
|||
Other income and expenses, excluding interest expense
|
137,811
|
|
|
61,151
|
|
|
84,245
|
|
|||
Benefit from (provision) for income taxes
|
916
|
|
|
(4,703
|
)
|
|
(4,001
|
)
|
|||
Gain (loss) on sale of real estate, net of tax
|
1,581
|
|
|
(332
|
)
|
|
2,339
|
|
|||
Net income attributable to noncontrolling interests
|
(5,573
|
)
|
|
(33,056
|
)
|
|
(3,245
|
)
|
|||
Net (loss) income attributable to noncontrolling interests of discontinued operations
|
(179
|
)
|
|
23,941
|
|
|
704
|
|
|||
Income from continuing operations attributable to W. P. Carey
|
$
|
194,890
|
|
|
$
|
80,276
|
|
|
$
|
70,334
|
|
Investment Management
|
|
|
|
|
|
||||||
Revenues
(b)
|
$
|
263,063
|
|
|
$
|
173,886
|
|
|
$
|
223,180
|
|
Operating expenses
(b) (c)
|
(232,704
|
)
|
|
(173,744
|
)
|
|
(207,050
|
)
|
|||
Other income and expenses, excluding interest expense
|
275
|
|
|
1,001
|
|
|
1,280
|
|
|||
(Provision for) benefit from income taxes
|
(18,525
|
)
|
|
3,451
|
|
|
(2,771
|
)
|
|||
Net (income) loss attributable to noncontrolling interests
|
(812
|
)
|
|
120
|
|
|
2,638
|
|
|||
Net loss (income) attributable to redeemable noncontrolling interest
|
142
|
|
|
(353
|
)
|
|
(40
|
)
|
|||
Income from continuing operations attributable to W. P. Carey
|
$
|
11,439
|
|
|
$
|
4,361
|
|
|
$
|
17,237
|
|
Total Company
|
|
|
|
|
|
|
|
|
|||
Revenues
(b)
|
$
|
906,193
|
|
|
$
|
489,851
|
|
|
$
|
352,361
|
|
Operating expenses
(a) (b) (c)
|
(637,378
|
)
|
|
(352,706
|
)
|
|
(299,491
|
)
|
|||
Interest expense
|
(178,122
|
)
|
|
(103,728
|
)
|
|
(46,448
|
)
|
|||
Other income and expenses, excluding interest expense
|
138,086
|
|
|
62,152
|
|
|
85,525
|
|
|||
Provision for income taxes
|
(17,609
|
)
|
|
(1,252
|
)
|
|
(6,772
|
)
|
|||
Gain (loss) on sale of real estate, net of tax
|
1,581
|
|
|
(332
|
)
|
|
2,339
|
|
|||
Net income attributable to noncontrolling interests
|
(6,385
|
)
|
|
(32,936
|
)
|
|
(607
|
)
|
|||
Net (loss) income attributable to noncontrolling interests of discontinued operations
|
(179
|
)
|
|
23,941
|
|
|
704
|
|
|||
Net loss (income) attributable to redeemable noncontrolling interest
|
142
|
|
|
(353
|
)
|
|
(40
|
)
|
|||
Income from continuing operations attributable to W. P. Carey
|
$
|
206,329
|
|
|
$
|
84,637
|
|
|
$
|
87,571
|
|
|
Total Long-Lived Assets
(d)
at December 31,
|
|
Total Assets at December 31,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Real Estate Ownership
|
$
|
5,880,958
|
|
|
$
|
3,333,654
|
|
|
$
|
8,459,406
|
|
|
$
|
4,537,853
|
|
Investment Management
|
25,000
|
|
|
—
|
|
|
177,922
|
|
|
141,097
|
|
||||
Total Company
|
$
|
5,905,958
|
|
|
$
|
3,333,654
|
|
|
$
|
8,637,328
|
|
|
$
|
4,678,950
|
|
(a)
|
Includes expenses incurred of
$30.5 million
and
$5.0
million related to the CPA
®
:16 Merger for the years ended
December 31, 2014
and
2013
, respectively. Also includes expenses incurred of
$31.7 million
related to the CPA
®
:15 Merger for the year ended
December 31, 2012
.
|
(b)
|
Included in revenues and operating expenses are reimbursable costs from affiliates totaling
$130.2 million
,
$73.6 million
, and
$98.2 million
for the years ended
December 31, 2014
,
2013
, and
2012
, respectively.
|
(c)
|
Includes Stock-based compensation expense of
$31.1 million
,
$37.3 million
, and
$26.2 million
for the
years ended
December 31, 2014
,
2013
, and
2012
, respectively, of which
$18.4 million
,
$30.0 million
, and
$25.8 million
, respectively, were included in the Investment Management segment.
|
(d)
|
Consists of Net investments in real estate and
Equity investments in real estate, the Managed REITs and BDC
. Total long-lived assets for our Investment Management segment consists of our equity investment in CCIF (
Note 7
).
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
|
|
|
|
|
||||||
Revenues
|
$
|
424,325
|
|
|
$
|
218,758
|
|
|
$
|
100,620
|
|
Operating expenses
|
(284,508
|
)
|
|
(131,207
|
)
|
|
(79,640
|
)
|
|||
Interest expense
|
(117,603
|
)
|
|
(65,978
|
)
|
|
(35,238
|
)
|
|||
Other income and expenses, excluding interest expense
|
138,957
|
|
|
57,852
|
|
|
63,252
|
|
|||
(Provision for) benefit from income taxes
|
(3,582
|
)
|
|
19
|
|
|
(2,614
|
)
|
|||
(Loss) gain on sale of real estate, net of tax
|
(5,119
|
)
|
|
(332
|
)
|
|
2,242
|
|
|||
Net income attributable to noncontrolling interests
|
(3,670
|
)
|
|
(34,342
|
)
|
|
(2,631
|
)
|
|||
Net (loss) income attributable to noncontrolling interests in discontinued operations
|
(177
|
)
|
|
24,069
|
|
|
706
|
|
|||
Income from continuing operations attributable to W. P. Carey
|
$
|
148,623
|
|
|
$
|
68,839
|
|
|
$
|
46,697
|
|
Germany
|
|
|
|
|
|
||||||
Revenues
|
$
|
72,978
|
|
|
$
|
20,221
|
|
|
$
|
4,750
|
|
Operating expenses
|
(40,707
|
)
|
|
(2,933
|
)
|
|
(796
|
)
|
|||
Interest expense
|
(18,880
|
)
|
|
(5,020
|
)
|
|
(1,258
|
)
|
|||
Other income and expenses, excluding interest expense
|
(6,255
|
)
|
|
(2,950
|
)
|
|
3,279
|
|
|||
Benefit from (provision for) income taxes
|
3,338
|
|
|
(1,663
|
)
|
|
(177
|
)
|
|||
Net income attributable to noncontrolling interests
|
(1,581
|
)
|
|
(3,172
|
)
|
|
(870
|
)
|
|||
Income from continuing operations attributable to W. P. Carey
|
$
|
8,893
|
|
|
$
|
4,483
|
|
|
$
|
4,928
|
|
Other International
|
|
|
|
|
|
||||||
Revenues
|
$
|
145,827
|
|
|
$
|
76,986
|
|
|
$
|
23,811
|
|
Operating expenses
|
(79,459
|
)
|
|
(44,822
|
)
|
|
(12,005
|
)
|
|||
Interest expense
|
(41,639
|
)
|
|
(32,730
|
)
|
|
(9,952
|
)
|
|||
Other income and expenses, excluding interest expense
|
5,109
|
|
|
6,249
|
|
|
17,714
|
|
|||
Benefit from (provision for) income taxes
|
1,160
|
|
|
(3,059
|
)
|
|
(1,210
|
)
|
|||
Gain on sale of real estate, net of tax
|
6,700
|
|
|
—
|
|
|
97
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(322
|
)
|
|
4,458
|
|
|
256
|
|
|||
Net loss attributable to noncontrolling interests in discontinued operations
|
(2
|
)
|
|
(128
|
)
|
|
(2
|
)
|
|||
Income from continuing operations attributable to W. P. Carey
|
$
|
37,374
|
|
|
$
|
6,954
|
|
|
$
|
18,709
|
|
Total
|
|
|
|
|
|
||||||
Revenues
|
$
|
643,130
|
|
|
$
|
315,965
|
|
|
$
|
129,181
|
|
Operating expenses
|
(404,674
|
)
|
|
(178,962
|
)
|
|
(92,441
|
)
|
|||
Interest expense
|
(178,122
|
)
|
|
(103,728
|
)
|
|
(46,448
|
)
|
|||
Other income and expenses, excluding interest expense
|
137,811
|
|
|
61,151
|
|
|
84,245
|
|
|||
Provision for income taxes
|
916
|
|
|
(4,703
|
)
|
|
(4,001
|
)
|
|||
Gain (loss) on sale of real estate, net of tax
|
1,581
|
|
|
(332
|
)
|
|
2,339
|
|
|||
Net income attributable to noncontrolling interests
|
(5,573
|
)
|
|
(33,056
|
)
|
|
(3,245
|
)
|
|||
Net (loss) income attributable to noncontrolling interests in discontinued operations
|
(179
|
)
|
|
23,941
|
|
|
704
|
|
|||
Income from continuing operations attributable to W. P. Carey
|
$
|
194,890
|
|
|
$
|
80,276
|
|
|
$
|
70,334
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Domestic
|
|
|
|
|
||||
Long-lived assets
(a)
|
|
$
|
3,804,424
|
|
|
$
|
2,408,869
|
|
Total assets
|
|
5,602,069
|
|
|
3,271,851
|
|
||
Germany
|
|
|
|
|
||||
Long-lived assets
(a)
|
|
$
|
603,369
|
|
|
$
|
314,423
|
|
Total assets
|
|
832,951
|
|
|
349,355
|
|
||
Other International
|
|
|
|
|
||||
Long-lived assets
(a)
|
|
$
|
1,473,165
|
|
|
$
|
610,362
|
|
Total assets
|
|
2,024,386
|
|
|
916,647
|
|
||
Total
|
|
|
|
|
||||
Long-lived assets
(a)
|
|
$
|
5,880,958
|
|
|
$
|
3,333,654
|
|
Total assets
|
|
8,459,406
|
|
|
4,537,853
|
|
(a)
|
Consists of Net investments in real estate and
Equity investments in real estate, the Managed REITs and BDC
, excluding our equity investment in CCIF (
Note 7
).
|
|
Three Months Ended
|
||||||||||||||
|
March 31, 2014
|
|
June 30, 2014
|
|
September 30, 2014
|
|
December 31, 2014
|
||||||||
Revenues
(a)
|
$
|
209,008
|
|
|
$
|
252,907
|
|
|
$
|
195,945
|
|
|
$
|
248,333
|
|
Expenses
(a)
|
171,605
|
|
|
161,359
|
|
|
128,178
|
|
|
176,236
|
|
||||
Net income
(a) (b) (c)
|
117,318
|
|
|
66,972
|
|
|
28,316
|
|
|
33,463
|
|
||||
Net income attributable to noncontrolling interests
|
(1,578
|
)
|
|
(2,344
|
)
|
|
(993
|
)
|
|
(1,470
|
)
|
||||
Net (income) loss attributable to redeemable noncontrolling interests
|
(262
|
)
|
|
111
|
|
|
14
|
|
|
279
|
|
||||
Net income attributable to W. P. Carey
|
$
|
115,478
|
|
|
$
|
64,739
|
|
|
$
|
27,337
|
|
|
$
|
32,272
|
|
Earnings per share attributable to W. P. Carey
(d)
:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.29
|
|
|
$
|
0.64
|
|
|
$
|
0.27
|
|
|
$
|
0.31
|
|
Diluted
|
$
|
1.27
|
|
|
$
|
0.64
|
|
|
$
|
0.27
|
|
|
$
|
0.30
|
|
Distributions declared per share
|
$
|
0.895
|
|
|
$
|
0.900
|
|
|
$
|
0.940
|
|
|
$
|
0.950
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31, 2013
|
|
June 30, 2013
|
|
September 30, 2013
|
|
December 31, 2013
|
||||||||
Revenues
|
$
|
106,030
|
|
|
$
|
112,221
|
|
|
$
|
132,592
|
|
|
$
|
139,008
|
|
Expenses
|
75,194
|
|
|
80,811
|
|
|
91,625
|
|
|
105,076
|
|
||||
Net income
(e)
|
15,839
|
|
|
45,816
|
|
|
21,650
|
|
|
48,860
|
|
||||
Net income attributable to noncontrolling interests
(f)
|
(1,708
|
)
|
|
(2,692
|
)
|
|
(2,912
|
)
|
|
(25,624
|
)
|
||||
Net loss (income) attributable to redeemable noncontrolling interests
|
50
|
|
|
43
|
|
|
(232
|
)
|
|
(214
|
)
|
||||
Net income attributable to W. P. Carey
|
$
|
14,181
|
|
|
$
|
43,167
|
|
|
$
|
18,506
|
|
|
$
|
23,022
|
|
Earnings per share attributable to W. P. Carey:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.20
|
|
|
$
|
0.63
|
|
|
$
|
0.27
|
|
|
$
|
0.33
|
|
Diluted
|
$
|
0.20
|
|
|
$
|
0.62
|
|
|
$
|
0.27
|
|
|
$
|
0.33
|
|
Distributions declared per share
|
$
|
0.820
|
|
|
$
|
0.840
|
|
|
$
|
0.860
|
|
|
$
|
0.980
|
|
(a)
|
Amounts for 2014 include the impact of the CPA
®
:16 Merger (
Note 3
).
|
(b)
|
Amount for the three months ended March 31, 2014 includes a net Gain on change in control of interests of
$105.9 million
recognized in connection with the CPA
®
:16 Merger. During the second quarter of 2014, we identified certain measurement period adjustments that impacted the provisional accounting, which increased the fair value of our previously-held equity interest in shares of CPA
®
:16 – Global’s common stock by $
1.3 million
, resulting in an increase of $
1.3 million
in Gain on change in control of interests. During the fourth quarter of 2014, we identified a second measurement period adjustment that impacted the provisional accounting, which increased the fair value of our previously-held equity interest in shares of CPA
®
:16 – Global’s common stock by $
1.3 million
, resulting in a corresponding increase in Gain on change in control of interests. In accordance with Accounting Standards Codification 805-10-25, we did not record the measurement period adjustments in the quarters they were identified. Rather, such amounts are reflected in the three months ended March 31, 2014.
|
(c)
|
During the fourth quarter of 2014, we identified errors related to the accounting for a direct financing lease and the purchase accounting for the CPA
®
:16 Merger, resulting in decreases in
Equity in earnings of equity method investments in real estate and the Managed REITs
of $
2.2 million
and in
Other income and (expenses)
of
$1.6 million
. We concluded that these adjustments were not material to our financial position or results of operations for the fourth quarter of 2014 or any prior quarters. As such, we recorded total out-of-period adjustments of $
3.8 million
in the fourth quarter of 2014 to reflect the decreases in
Equity in earnings of equity method investments in real estate and the Managed REITs
and in
Other income and (expenses)
and corresponding decreases to
Equity investments in real estate, the Managed REITs and BDC
and Goodwill.
|
(d)
|
For the year ended
December 31, 2014
, total quarterly basic and diluted earnings per share were
$0.09
higher than the corresponding earnings per share as computed on an annual basis, as a result of the change in the shares outstanding for each of the periods, primarily due to the issuance of shares in the CPA
®
:16 Merger (
Note 3
) and the Equity Offering (
Note 13
).
|
(e)
|
Amount for the three months ended June 30, 2013 includes a net gain of $
19.5 million
on the sale of our U.S. Airways investment (
Note 7
).
|
(f)
|
Amount for the three months ended December 31, 2013 includes a net gain of
$39.6 million
on the sale of
19
of our
20
self-storage properties, inclusive of amounts attributable to noncontrolling interests of
$24.4 million
(
Note 16
)
.
|
Description
|
|
Balance at
Beginning
of Year
|
|
Other
Additions
(a) (b)
|
|
Deductions
|
|
Balance at
End of Year
|
||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Valuation reserve for deferred tax assets
|
|
$
|
18,214
|
|
|
$
|
2,458
|
|
|
$
|
—
|
|
|
$
|
20,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|||||||
Valuation reserve for deferred tax assets
|
|
$
|
15,133
|
|
|
$
|
3,081
|
|
|
$
|
—
|
|
|
$
|
18,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Valuation reserve for deferred tax assets
|
|
$
|
—
|
|
|
$
|
15,133
|
|
|
$
|
—
|
|
|
$
|
15,133
|
|
(a)
|
The amount for the year ended December 31, 2013 includes the amount recorded in connection with the out-of-period adjustment related to deferred foreign income taxes (
Note 2
).
|
(b)
|
Amount for the year ended December 31, 2012 represents the amount acquired in the CPA
®
:15 Merger related to net operating loss carryforwards. During 2013, we corrected an error in this schedule that increased the valuation reserve for deferred tax assets for the year ended December 31, 2012 from $
11.9 million
to
$15.1 million
.
|
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized
Subsequent to
Acquisition
(a)
|
|
Increase
(Decrease)
in Net
Investments
(b)
|
|
Gross Amount at which
Carried at Close of Period
(c)
|
|
Accumulated Depreciation
(c)
|
|
Date of Construction
|
|
Date Acquired
|
|
Life on which
Depreciation in Latest
Statement of
Income
is Computed
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings
|
|
|
|
Land
|
|
Buildings
|
|
Total
|
|
|
|
|
||||||||||||||||||||||||
Real Estate Under Operating Leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Office facilities in Broomfield, CO
|
|
$
|
—
|
|
|
$
|
248
|
|
|
$
|
2,538
|
|
|
$
|
4,844
|
|
|
$
|
(4,791
|
)
|
|
$
|
1,983
|
|
|
$
|
856
|
|
|
$
|
2,839
|
|
|
$
|
854
|
|
|
1974
|
|
Jan. 1998
|
|
40 yrs.
|
Industrial facilities in Erlanger, KY
|
|
11,433
|
|
|
1,526
|
|
|
21,427
|
|
|
2,966
|
|
|
141
|
|
|
1,526
|
|
|
24,534
|
|
|
26,060
|
|
|
10,744
|
|
|
1979; 1987
|
|
Jan. 1998
|
|
40 yrs.
|
|||||||||
Industrial facilities in Thurmont, MD and Farmington, NY
|
|
—
|
|
|
729
|
|
|
5,903
|
|
|
—
|
|
|
—
|
|
|
729
|
|
|
5,903
|
|
|
6,632
|
|
|
269
|
|
|
1964; 1983
|
|
Jan. 1998
|
|
15 yrs.
|
|||||||||
Retail facility in Montgomery, AL
|
|
—
|
|
|
855
|
|
|
6,762
|
|
|
277
|
|
|
(6,978
|
)
|
|
142
|
|
|
774
|
|
|
916
|
|
|
453
|
|
|
1987
|
|
Jan. 1998
|
|
40 yrs.
|
|||||||||
Warehouse/distribution facilities in Anchorage, AK and Commerce, CA
|
|
—
|
|
|
4,905
|
|
|
11,898
|
|
|
—
|
|
|
12
|
|
|
4,905
|
|
|
11,910
|
|
|
16,815
|
|
|
2,827
|
|
|
1948; 1975
|
|
Jan. 1998
|
|
40 yrs.
|
|||||||||
Industrial facility in Toledo, OH
|
|
—
|
|
|
224
|
|
|
2,408
|
|
|
—
|
|
|
—
|
|
|
224
|
|
|
2,408
|
|
|
2,632
|
|
|
1,204
|
|
|
1966
|
|
Jan. 1998
|
|
40 yrs.
|
|||||||||
Industrial facility in Goshen, IN
|
|
—
|
|
|
239
|
|
|
940
|
|
|
—
|
|
|
—
|
|
|
239
|
|
|
940
|
|
|
1,179
|
|
|
227
|
|
|
1973
|
|
Jan. 1998
|
|
40 yrs.
|
|||||||||
Office facility in Raleigh, NC
|
|
—
|
|
|
1,638
|
|
|
2,844
|
|
|
187
|
|
|
(2,554
|
)
|
|
828
|
|
|
1,287
|
|
|
2,115
|
|
|
596
|
|
|
1983
|
|
Jan. 1998
|
|
20 yrs.
|
|||||||||
Office facility in King of Prussia, PA
|
|
—
|
|
|
1,219
|
|
|
6,283
|
|
|
1,295
|
|
|
—
|
|
|
1,219
|
|
|
7,578
|
|
|
8,797
|
|
|
3,051
|
|
|
1968
|
|
Jan. 1998
|
|
40 yrs.
|
|||||||||
Industrial facility in Pinconning, MI
|
|
—
|
|
|
32
|
|
|
1,692
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
1,692
|
|
|
1,724
|
|
|
719
|
|
|
1948
|
|
Jan. 1998
|
|
40 yrs.
|
|||||||||
Industrial facilities in San Fernando, CA
|
|
6,774
|
|
|
2,052
|
|
|
5,322
|
|
|
—
|
|
|
(1,889
|
)
|
|
1,494
|
|
|
3,991
|
|
|
5,485
|
|
|
1,716
|
|
|
1962; 1979
|
|
Jan. 1998
|
|
40 yrs.
|
|||||||||
Retail facilities in several cities in the following states: Alabama, Florida, Georgia, Illinois, Louisiana, Missouri, New Mexico, North Carolina, South Carolina, Tennessee, and Texas
|
|
—
|
|
|
9,382
|
|
|
—
|
|
|
238
|
|
|
3,371
|
|
|
9,210
|
|
|
3,781
|
|
|
12,991
|
|
|
373
|
|
|
Various
|
|
Jan. 1998
|
|
15 yrs.
|
|||||||||
Land in Glendora, CA
|
|
—
|
|
|
1,135
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
1,152
|
|
|
—
|
|
|
1,152
|
|
|
—
|
|
|
N/A
|
|
Jan. 1998
|
|
N/A
|
|||||||||
Industrial facility in Doraville, GA
|
|
4,637
|
|
|
3,288
|
|
|
9,864
|
|
|
1,546
|
|
|
274
|
|
|
3,288
|
|
|
11,684
|
|
|
14,972
|
|
|
4,509
|
|
|
1964
|
|
Jan. 1998
|
|
40 yrs.
|
|||||||||
Office facilities in Collierville, TN and warehouse/distribution facility in Corpus Christi, TX
|
|
49,666
|
|
|
3,490
|
|
|
72,497
|
|
|
—
|
|
|
(15,609
|
)
|
|
288
|
|
|
60,090
|
|
|
60,378
|
|
|
7,835
|
|
|
1989; 1999
|
|
Jan. 1998
|
|
40 yrs.
|
|||||||||
Land in Irving and Houston, TX
|
|
7,747
|
|
|
9,795
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,795
|
|
|
—
|
|
|
9,795
|
|
|
—
|
|
|
N/A
|
|
Jan. 1998
|
|
N/A
|
|||||||||
Industrial facility in Chandler, AZ
|
|
10,672
|
|
|
5,035
|
|
|
18,957
|
|
|
7,435
|
|
|
541
|
|
|
5,035
|
|
|
26,933
|
|
|
31,968
|
|
|
10,527
|
|
|
1989
|
|
Jan. 1998
|
|
40 yrs.
|
|||||||||
Office facility in Bridgeton, MO
|
|
—
|
|
|
842
|
|
|
4,762
|
|
|
2,523
|
|
|
71
|
|
|
842
|
|
|
7,356
|
|
|
8,198
|
|
|
2,212
|
|
|
1972
|
|
Jan. 1998
|
|
40 yrs.
|
|||||||||
Retail facilities in Drayton Plains, MI and Citrus Heights, CA
|
|
—
|
|
|
1,039
|
|
|
4,788
|
|
|
202
|
|
|
193
|
|
|
1,039
|
|
|
5,183
|
|
|
6,222
|
|
|
1,308
|
|
|
1972
|
|
Jan. 1998
|
|
35 yrs.
|
|||||||||
Warehouse/distribution facility in Memphis, TN
|
|
—
|
|
|
1,882
|
|
|
3,973
|
|
|
255
|
|
|
(3,893
|
)
|
|
328
|
|
|
1,889
|
|
|
2,217
|
|
|
730
|
|
|
1969
|
|
Jan. 1998
|
|
15 yrs.
|
|||||||||
Retail facility in Bellevue, WA
|
|
—
|
|
|
4,125
|
|
|
11,812
|
|
|
393
|
|
|
(123
|
)
|
|
4,371
|
|
|
11,836
|
|
|
16,207
|
|
|
4,943
|
|
|
1994
|
|
Apr. 1998
|
|
40 yrs.
|
|||||||||
Office facility in Houston, TX
|
|
—
|
|
|
3,260
|
|
|
22,574
|
|
|
1,628
|
|
|
(23,311
|
)
|
|
211
|
|
|
3,940
|
|
|
4,151
|
|
|
3,023
|
|
|
1982
|
|
Jun. 1998
|
|
40 yrs.
|
|||||||||
Office facility in Rio Rancho, NM
|
|
7,610
|
|
|
1,190
|
|
|
9,353
|
|
|
1,742
|
|
|
—
|
|
|
1,467
|
|
|
10,818
|
|
|
12,285
|
|
|
4,214
|
|
|
1999
|
|
Jul. 1998
|
|
40 yrs.
|
|||||||||
Office facility in Moorestown, NJ
|
|
—
|
|
|
351
|
|
|
5,981
|
|
|
1,122
|
|
|
43
|
|
|
351
|
|
|
7,146
|
|
|
7,497
|
|
|
3,236
|
|
|
1964
|
|
Feb. 1999
|
|
40 yrs.
|
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized
Subsequent to Acquisition (a) |
|
Increase
(Decrease)
in Net
Investments
(b)
|
|
Gross Amount at which
Carried at Close of Period
(c)
|
|
Accumulated Depreciation
(c)
|
|
Date of Construction
|
|
Date Acquired
|
|
Life on which
Depreciation in Latest
Statement of
Income
is Computed
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings
|
|
|
|
Land
|
|
Buildings
|
|
Total
|
|
|
|
|
|||||||||||||||
Office facility in Norcross, GA
|
|
27,446
|
|
|
5,200
|
|
|
25,585
|
|
|
11,822
|
|
|
(28,152
|
)
|
|
2,646
|
|
|
11,809
|
|
|
14,455
|
|
|
—
|
|
|
1975
|
|
Jun. 1999
|
|
40 yrs.
|
Office facility in Illkirch, France
|
|
9,590
|
|
|
—
|
|
|
18,520
|
|
|
6
|
|
|
7,661
|
|
|
—
|
|
|
26,187
|
|
|
26,187
|
|
|
9,650
|
|
|
2001
|
|
Dec. 2001
|
|
40 yrs.
|
Industrial facilities in Lenexa, KS and Winston-Salem, NC
|
|
—
|
|
|
1,860
|
|
|
12,539
|
|
|
2,875
|
|
|
(1,067
|
)
|
|
1,725
|
|
|
14,482
|
|
|
16,207
|
|
|
3,816
|
|
|
1968; 1980; 1983
|
|
Sep. 2002
|
|
40 yrs.
|
Office facilities in Playa Vista and Venice, CA
|
|
47,943
|
|
|
2,032
|
|
|
10,152
|
|
|
52,816
|
|
|
1
|
|
|
5,889
|
|
|
59,112
|
|
|
65,001
|
|
|
6,405
|
|
|
1991; 1999
|
|
Sep. 2004; Sep. 2012
|
|
40 yrs.
|
Warehouse/distribution facility in Greenfield, IN
|
|
—
|
|
|
2,807
|
|
|
10,335
|
|
|
223
|
|
|
(8,383
|
)
|
|
967
|
|
|
4,015
|
|
|
4,982
|
|
|
1,139
|
|
|
1995
|
|
Sep. 2004
|
|
40 yrs.
|
Warehouse/distribution facilities in Birmingham, AL
|
|
—
|
|
|
1,256
|
|
|
7,704
|
|
|
—
|
|
|
—
|
|
|
1,256
|
|
|
7,704
|
|
|
8,960
|
|
|
1,982
|
|
|
1995
|
|
Sep. 2004
|
|
40 yrs.
|
Industrial facility in Scottsdale, AZ
|
|
1,146
|
|
|
586
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
586
|
|
|
46
|
|
|
632
|
|
|
12
|
|
|
1988
|
|
Sep. 2004
|
|
40 yrs.
|
Retail facility in Hot Springs, AR
|
|
—
|
|
|
850
|
|
|
2,939
|
|
|
2
|
|
|
(2,614
|
)
|
|
—
|
|
|
1,177
|
|
|
1,177
|
|
|
303
|
|
|
1985
|
|
Sep. 2004
|
|
40 yrs.
|
Warehouse/distribution facilities in Apopka, FL
|
|
—
|
|
|
362
|
|
|
10,855
|
|
|
670
|
|
|
(155
|
)
|
|
337
|
|
|
11,395
|
|
|
11,732
|
|
|
2,860
|
|
|
1969
|
|
Sep. 2004
|
|
40 yrs.
|
Land in San Leandro, CA
|
|
—
|
|
|
1,532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|
—
|
|
|
1,532
|
|
|
—
|
|
|
N/A
|
|
Dec. 2006
|
|
N/A
|
Sports facility in Austin, TX
|
|
2,841
|
|
|
1,725
|
|
|
5,168
|
|
|
—
|
|
|
—
|
|
|
1,725
|
|
|
5,168
|
|
|
6,893
|
|
|
1,466
|
|
|
1995
|
|
Dec. 2006
|
|
29 yrs.
|
Retail facility in Wroclaw, Poland
|
|
7,426
|
|
|
3,600
|
|
|
10,306
|
|
|
—
|
|
|
(2,912
|
)
|
|
3,040
|
|
|
7,954
|
|
|
10,994
|
|
|
1,402
|
|
|
2007
|
|
Dec. 2007
|
|
40 yrs.
|
Office facility in Fort Worth, TX
|
|
32,457
|
|
|
4,600
|
|
|
37,580
|
|
|
—
|
|
|
—
|
|
|
4,600
|
|
|
37,580
|
|
|
42,180
|
|
|
4,619
|
|
|
2003
|
|
Feb. 2010
|
|
40 yrs.
|
Warehouse/distribution facility in Mallorca, Spain
|
|
—
|
|
|
11,109
|
|
|
12,636
|
|
|
—
|
|
|
417
|
|
|
11,284
|
|
|
12,878
|
|
|
24,162
|
|
|
1,475
|
|
|
2008
|
|
Jun. 2010
|
|
40 yrs.
|
Office facilities in San Diego, CA
|
|
32,980
|
|
|
7,247
|
|
|
29,098
|
|
|
967
|
|
|
(5,514
|
)
|
|
4,762
|
|
|
27,036
|
|
|
31,798
|
|
|
4,375
|
|
|
1989
|
|
May 2011
|
|
40 yrs.
|
Retail facilities 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
|
|
|
760
|
|
|
2005; 2007
|
|
Sep. 2012
|
|
40 yrs.
|
Hotels 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
|
|
139,685
|
|
|
32,680
|
|
|
198,999
|
|
|
—
|
|
|
—
|
|
|
32,680
|
|
|
198,999
|
|
|
231,679
|
|
|
12,317
|
|
|
1989; 1990
|
|
Sep. 2012
|
|
34 - 37 yrs.
|
Industrial facilities in Auburn, IN; Clinton Township, MI; and Bluffton, OH
|
|
7,870
|
|
|
4,403
|
|
|
20,298
|
|
|
—
|
|
|
(3,870
|
)
|
|
2,589
|
|
|
18,242
|
|
|
20,831
|
|
|
803
|
|
|
1968; 1979; 1995
|
|
Sep. 2012; Jan. 2014
|
|
30 yrs.
|
Land in Irvine, CA
|
|
1,636
|
|
|
4,173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,173
|
|
|
—
|
|
|
4,173
|
|
|
—
|
|
|
N/A
|
|
Sep. 2012
|
|
N/A
|
Industrial facility in Alpharetta, GA
|
|
7,373
|
|
|
2,198
|
|
|
6,349
|
|
|
—
|
|
|
—
|
|
|
2,198
|
|
|
6,349
|
|
|
8,547
|
|
|
476
|
|
|
1997
|
|
Sep. 2012
|
|
30 yrs.
|
Office facility in Clinton, NJ
|
|
23,905
|
|
|
2,866
|
|
|
34,834
|
|
|
—
|
|
|
—
|
|
|
2,866
|
|
|
34,834
|
|
|
37,700
|
|
|
2,613
|
|
|
1987
|
|
Sep. 2012
|
|
30 yrs.
|
Office facilities in St. Petersburg, FL
|
|
—
|
|
|
3,280
|
|
|
24,627
|
|
|
—
|
|
|
—
|
|
|
3,280
|
|
|
24,627
|
|
|
27,907
|
|
|
1,847
|
|
|
1980; 1996; 1999
|
|
Sep. 2012
|
|
30 yrs.
|
Movie theater in Baton Rouge, LA
|
|
9,703
|
|
|
4,168
|
|
|
5,724
|
|
|
—
|
|
|
—
|
|
|
4,168
|
|
|
5,724
|
|
|
9,892
|
|
|
429
|
|
|
2003
|
|
Sep. 2012
|
|
30 yrs.
|
Office facilities in San Diego, CA
|
|
—
|
|
|
7,804
|
|
|
16,729
|
|
|
457
|
|
|
—
|
|
|
7,804
|
|
|
17,186
|
|
|
24,990
|
|
|
1,259
|
|
|
2002
|
|
Sep. 2012
|
|
30 yrs.
|
Industrial facilities in Richmond, CA
|
|
—
|
|
|
895
|
|
|
1,953
|
|
|
—
|
|
|
—
|
|
|
895
|
|
|
1,953
|
|
|
2,848
|
|
|
146
|
|
|
1987; 1999
|
|
Sep. 2012
|
|
30 yrs.
|
|
|
|
|
|
|
|
|
Cost Capitalized
Subsequent to
Acquisition
(a)
|
|
Increase
(Decrease)
in Net
Investments
(b)
|
|
Gross Amount at which
Carried at Close of Period
(c)
|
|
Accumulated Depreciation
(c)
|
|
Date of Construction
|
|
Date Acquired
|
|
Life on which
Depreciation in Latest
Statement of
Income
is Computed
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings
|
|
|
|
Land
|
|
Buildings
|
|
Total
|
|
|
|
|
|||||||||||||||
Industrial and warehouse/distribution facilities in Kingman, AZ; Woodland, CA; Jonesboro, GA; Kansas City, MO; Springfield, OR; Fogelsville, PA; and Corsicana, TX
|
|
59,794
|
|
|
16,386
|
|
|
84,668
|
|
|
—
|
|
|
—
|
|
|
16,386
|
|
|
84,668
|
|
|
101,054
|
|
|
6,298
|
|
|
Various
|
|
Sep. 2012
|
|
30 yrs.
|
Warehouse/distribution facilities in Lens, Nimes, Colomiers, Thuit Hebert, Ploufragen, and Cholet, France
|
|
—
|
|
|
15,779
|
|
|
89,421
|
|
|
—
|
|
|
(5,759
|
)
|
|
14,915
|
|
|
84,526
|
|
|
99,441
|
|
|
6,327
|
|
|
Various
|
|
Sep. 2012
|
|
30 yrs.
|
Industrial facilities in Orlando, FL; Rocky Mount, NC, and Lewisville, TX
|
|
—
|
|
|
2,163
|
|
|
17,715
|
|
|
—
|
|
|
—
|
|
|
2,163
|
|
|
17,715
|
|
|
19,878
|
|
|
1,329
|
|
|
Various
|
|
Sep. 2012
|
|
30 yrs.
|
Industrial facilities in Chattanooga, TN
|
|
—
|
|
|
558
|
|
|
5,923
|
|
|
—
|
|
|
—
|
|
|
558
|
|
|
5,923
|
|
|
6,481
|
|
|
439
|
|
|
1974; 1989
|
|
Sep. 2012
|
|
30 yrs.
|
Industrial facility in Mooresville, NC
|
|
5,585
|
|
|
756
|
|
|
9,775
|
|
|
—
|
|
|
—
|
|
|
756
|
|
|
9,775
|
|
|
10,531
|
|
|
723
|
|
|
1997
|
|
Sep. 2012
|
|
30 yrs.
|
Industrial facility in McCalla, AL
|
|
—
|
|
|
960
|
|
|
14,472
|
|
|
6,350
|
|
|
—
|
|
|
960
|
|
|
20,822
|
|
|
21,782
|
|
|
1,565
|
|
|
2004
|
|
Sep. 2012
|
|
31 yrs.
|
Office facility in Lower Makefield Township, PA
|
|
10,019
|
|
|
1,726
|
|
|
12,781
|
|
|
—
|
|
|
—
|
|
|
1,726
|
|
|
12,781
|
|
|
14,507
|
|
|
943
|
|
|
2002
|
|
Sep. 2012
|
|
30 yrs.
|
Industrial facility in Fort Smith, AZ
|
|
—
|
|
|
1,063
|
|
|
6,159
|
|
|
—
|
|
|
—
|
|
|
1,063
|
|
|
6,159
|
|
|
7,222
|
|
|
451
|
|
|
1982
|
|
Sep. 2012
|
|
30 yrs.
|
Retail facilities in Greenwood, IN and Buffalo, NY
|
|
9,239
|
|
|
—
|
|
|
19,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,990
|
|
|
19,990
|
|
|
1,447
|
|
|
2003; 2004
|
|
Sep. 2012
|
|
30 - 31 yrs.
|
Industrial facilities in Bowling Green, KY and Jackson, TN
|
|
6,758
|
|
|
1,492
|
|
|
8,182
|
|
|
—
|
|
|
—
|
|
|
1,492
|
|
|
8,182
|
|
|
9,674
|
|
|
597
|
|
|
1989; 1995
|
|
Sep. 2012
|
|
31 yrs.
|
Learning centers in Avondale, AZ; Rancho Cucamonga, CA; Glendale Heights, IL; and Exton, PA
|
|
34,473
|
|
|
14,006
|
|
|
33,683
|
|
|
—
|
|
|
(1,961
|
)
|
|
12,045
|
|
|
33,683
|
|
|
45,728
|
|
|
2,368
|
|
|
1988; 2004
|
|
Sep. 2012
|
|
31 - 32 yrs.
|
Industrial facilities in St. Petersburg, FL; Buffalo Grove, IL; West Lafayette, IN; Excelsior Springs, MO; and North Versailles, PA
|
|
11,104
|
|
|
6,559
|
|
|
19,078
|
|
|
—
|
|
|
—
|
|
|
6,559
|
|
|
19,078
|
|
|
25,637
|
|
|
1,381
|
|
|
Various
|
|
Sep. 2012
|
|
31 yrs.
|
Industrial facilities in Tolleson, AZ; Alsip, IL; and Solvay, NY
|
|
13,335
|
|
|
6,080
|
|
|
23,424
|
|
|
—
|
|
|
—
|
|
|
6,080
|
|
|
23,424
|
|
|
29,504
|
|
|
1,682
|
|
|
1990; 1994; 2000
|
|
Sep. 2012
|
|
31 yrs.
|
Land in Kahl, Germany
|
|
—
|
|
|
6,694
|
|
|
—
|
|
|
—
|
|
|
(367
|
)
|
|
6,327
|
|
|
—
|
|
|
6,327
|
|
|
—
|
|
|
N/A
|
|
Sep. 2012
|
|
N/A
|
Sports facilities in Englewood, CO; Memphis TN; and Bedford, TX
|
|
8,660
|
|
|
4,877
|
|
|
4,258
|
|
|
—
|
|
|
4,823
|
|
|
4,877
|
|
|
9,081
|
|
|
13,958
|
|
|
628
|
|
|
1990; 1995; 2001
|
|
Sep. 2012
|
|
31 yrs.
|
Office facilities in Mons, Belgium
|
|
9,253
|
|
|
1,505
|
|
|
6,026
|
|
|
653
|
|
|
(481
|
)
|
|
1,423
|
|
|
6,280
|
|
|
7,703
|
|
|
410
|
|
|
1982; 1983
|
|
Sep. 2012
|
|
32 yrs.
|
Warehouse/distribution facilities in Oceanside, CA and Concordville, PA
|
|
3,963
|
|
|
3,333
|
|
|
8,270
|
|
|
—
|
|
|
—
|
|
|
3,333
|
|
|
8,270
|
|
|
11,603
|
|
|
595
|
|
|
1989; 1996
|
|
Sep. 2012
|
|
31 yrs.
|
Self-storage facilities located throughout the United States
|
|
—
|
|
|
74,551
|
|
|
319,186
|
|
|
—
|
|
|
(50
|
)
|
|
74,501
|
|
|
319,186
|
|
|
393,687
|
|
|
22,739
|
|
|
Various
|
|
Sep. 2012
|
|
31 yrs.
|
Warehouse/distribution facility in La Vista, NE
|
|
21,568
|
|
|
4,196
|
|
|
23,148
|
|
|
—
|
|
|
—
|
|
|
4,196
|
|
|
23,148
|
|
|
27,344
|
|
|
1,555
|
|
|
2005
|
|
Sep. 2012
|
|
33 yrs.
|
Office facility in Pleasanton, CA
|
|
11,321
|
|
|
3,675
|
|
|
7,468
|
|
|
—
|
|
|
—
|
|
|
3,675
|
|
|
7,468
|
|
|
11,143
|
|
|
531
|
|
|
2000
|
|
Sep. 2012
|
|
31 yrs.
|
Office facility in San Marcos, TX
|
|
—
|
|
|
440
|
|
|
688
|
|
|
—
|
|
|
—
|
|
|
440
|
|
|
688
|
|
|
1,128
|
|
|
49
|
|
|
2000
|
|
Sep. 2012
|
|
31 yrs.
|
|
|
|
|
|
|
|
|
Cost Capitalized
Subsequent to
Acquisition
(a)
|
|
Increase
(Decrease)
in Net
Investments
(b)
|
|
Gross Amount at which
Carried at Close of Period
(c)
|
|
Accumulated Depreciation
(c)
|
|
Date of Construction
|
|
Date Acquired
|
|
Life on which
Depreciation in Latest
Statement of
Income
is Computed
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
Initial Cost to Company
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings
|
|
|
|
Land
|
|
Buildings
|
|
Total
|
|
|
|
|
|||||||||||||||
Office facilities in Espoo, Finland
|
|
48,016
|
|
|
40,555
|
|
|
15,662
|
|
|
—
|
|
|
(3,077
|
)
|
|
38,335
|
|
|
14,805
|
|
|
53,140
|
|
|
1,049
|
|
|
1972
|
|
Sep. 2012
|
|
31 yrs.
|
Office facility in Chicago, IL
|
|
14,663
|
|
|
2,169
|
|
|
19,010
|
|
|
—
|
|
|
—
|
|
|
2,169
|
|
|
19,010
|
|
|
21,179
|
|
|
1,340
|
|
|
1910
|
|
Sep. 2012
|
|
31 yrs.
|
Industrial facility in Louisville, CO
|
|
8,743
|
|
|
5,342
|
|
|
8,786
|
|
|
1,587
|
|
|
—
|
|
|
5,481
|
|
|
10,234
|
|
|
15,715
|
|
|
701
|
|
|
1993
|
|
Sep. 2012
|
|
31 yrs.
|
Industrial facilities in Hollywood and Orlando, FL
|
|
—
|
|
|
3,639
|
|
|
1,269
|
|
|
—
|
|
|
—
|
|
|
3,639
|
|
|
1,269
|
|
|
4,908
|
|
|
89
|
|
|
1996
|
|
Sep. 2012
|
|
31 yrs.
|
Warehouse/distribution facility in Golden, CO
|
|
—
|
|
|
808
|
|
|
4,304
|
|
|
77
|
|
|
—
|
|
|
808
|
|
|
4,381
|
|
|
5,189
|
|
|
337
|
|
|
1998
|
|
Sep. 2012
|
|
30 yrs.
|
Industrial facilities in Texarkana, TX and Orem, UT
|
|
—
|
|
|
1,755
|
|
|
4,493
|
|
|
—
|
|
|
—
|
|
|
1,755
|
|
|
4,493
|
|
|
6,248
|
|
|
317
|
|
|
1991; 1997
|
|
Sep. 2012
|
|
31 yrs.
|
Industrial facility in Eugene, OR
|
|
4,554
|
|
|
2,286
|
|
|
3,783
|
|
|
—
|
|
|
—
|
|
|
2,286
|
|
|
3,783
|
|
|
6,069
|
|
|
267
|
|
|
1980
|
|
Sep. 2012
|
|
31 yrs.
|
Industrial facility in Neenah, WI
|
|
—
|
|
|
438
|
|
|
4,954
|
|
|
—
|
|
|
—
|
|
|
438
|
|
|
4,954
|
|
|
5,392
|
|
|
349
|
|
|
1993
|
|
Sep. 2012
|
|
31 yrs.
|
Industrial facility in South Jordan, UT
|
|
12,538
|
|
|
2,183
|
|
|
11,340
|
|
|
—
|
|
|
—
|
|
|
2,183
|
|
|
11,340
|
|
|
13,523
|
|
|
799
|
|
|
1995
|
|
Sep. 2012
|
|
31 yrs.
|
Warehouse/distribution facility in Ennis, TX
|
|
2,430
|
|
|
478
|
|
|
4,087
|
|
|
145
|
|
|
—
|
|
|
478
|
|
|
4,232
|
|
|
4,710
|
|
|
332
|
|
|
1989
|
|
Sep. 2012
|
|
31 yrs.
|
Land in Tucson, AZ; Garden Grove, CA; and Canton, MI
|
|
—
|
|
|
6,343
|
|
|
379
|
|
|
—
|
|
|
(5,138
|
)
|
|
1,584
|
|
|
—
|
|
|
1,584
|
|
|
—
|
|
|
N/A
|
|
Sep. 2012
|
|
N/A
|
Retail facility in Braintree, MA
|
|
3,256
|
|
|
2,409
|
|
|
—
|
|
|
6,184
|
|
|
(1,403
|
)
|
|
1,006
|
|
|
6,184
|
|
|
7,190
|
|
|
173
|
|
|
1994
|
|
Sep. 2012
|
|
30 yrs.
|
Office facility in Helsinki, Finland
|
|
65,604
|
|
|
26,560
|
|
|
20,735
|
|
|
—
|
|
|
(2,589
|
)
|
|
25,106
|
|
|
19,600
|
|
|
44,706
|
|
|
1,367
|
|
|
1969
|
|
Sep. 2012
|
|
32 yrs.
|
Office facility in Paris, France
|
|
66,699
|
|
|
23,387
|
|
|
43,450
|
|
|
—
|
|
|
(3,659
|
)
|
|
22,107
|
|
|
41,071
|
|
|
63,178
|
|
|
2,822
|
|
|
1975
|
|
Sep. 2012
|
|
32 yrs.
|
Retail facilities in Bydgoszcz, Czestochowa, Jablonna, Katowice, Kielce, Lodz, Lubin, Olsztyn, Opole, Plock, Rybnik, Walbrzych, and Warsaw, Poland
|
|
130,556
|
|
|
26,564
|
|
|
72,866
|
|
|
—
|
|
|
(5,444
|
)
|
|
25,109
|
|
|
68,877
|
|
|
93,986
|
|
|
6,496
|
|
|
Various
|
|
Sep. 2012
|
|
23 - 34 yrs.
|
Office facility in Laupheim, Germany
|
|
—
|
|
|
2,072
|
|
|
8,339
|
|
|
—
|
|
|
(570
|
)
|
|
1,959
|
|
|
7,882
|
|
|
9,841
|
|
|
887
|
|
|
1960
|
|
Sep. 2012
|
|
20 yrs.
|
Industrial facilities in Danbury, CT and Bedford, MA
|
|
11,145
|
|
|
3,519
|
|
|
16,329
|
|
|
—
|
|
|
—
|
|
|
3,519
|
|
|
16,329
|
|
|
19,848
|
|
|
1,228
|
|
|
1965; 1980
|
|
Sep. 2012
|
|
29 yrs.
|
Office facility in Northfield, IL
|
|
36,500
|
|
|
18,979
|
|
|
40,063
|
|
|
—
|
|
|
—
|
|
|
18,979
|
|
|
40,063
|
|
|
59,042
|
|
|
2,574
|
|
|
1990
|
|
Jan. 2013
|
|
35 yrs.
|
Warehouse/distribution facilities in Venlo, Netherlands
|
|
—
|
|
|
10,154
|
|
|
18,590
|
|
|
—
|
|
|
(1,873
|
)
|
|
9,492
|
|
|
17,379
|
|
|
26,871
|
|
|
853
|
|
|
Various
|
|
Apr. 2013
|
|
35 yrs.
|
Industrial and office facilities in Tampere, Finland
|
|
—
|
|
|
2,309
|
|
|
37,153
|
|
|
—
|
|
|
(2,665
|
)
|
|
2,126
|
|
|
34,671
|
|
|
36,797
|
|
|
1,753
|
|
|
2012
|
|
Jun. 2013
|
|
40 yrs.
|
Office facility in Quincy, MA
|
|
—
|
|
|
2,316
|
|
|
21,537
|
|
|
—
|
|
|
—
|
|
|
2,316
|
|
|
21,537
|
|
|
23,853
|
|
|
915
|
|
|
1989
|
|
Jun. 2013
|
|
40 yrs.
|
Office facility in Salford, United Kingdom
|
|
—
|
|
|
—
|
|
|
30,012
|
|
|
—
|
|
|
(209
|
)
|
|
—
|
|
|
29,803
|
|
|
29,803
|
|
|
1,020
|
|
|
1997
|
|
Sep. 2013
|
|
40 yrs.
|
Office facility in Lone Tree, CO
|
|
—
|
|
|
4,761
|
|
|
28,864
|
|
|
662
|
|
|
—
|
|
|
4,761
|
|
|
29,526
|
|
|
34,287
|
|
|
890
|
|
|
2001
|
|
Nov. 2013
|
|
40 yrs.
|
Sports facility in Houston, TX
|
|
3,499
|
|
|
2,430
|
|
|
2,270
|
|
|
—
|
|
|
—
|
|
|
2,430
|
|
|
2,270
|
|
|
4,700
|
|
|
92
|
|
|
1995
|
|
Jan. 2014
|
|
23 yrs.
|
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized
Subsequent to
Acquisition
(a)
|
|
Increase
(Decrease)
in Net
Investments
(b)
|
|
Gross Amount at which
Carried at Close of Period
(c)
|
|
Accumulated Depreciation
(c)
|
|
Date of Construction
|
|
Date Acquired
|
|
Life on which
Depreciation in Latest
Statement of
Income
is Computed
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings
|
|
|
|
Land
|
|
Buildings
|
|
Total
|
|
|
|
|
|||||||||||||||
Sports facility in St. Charles, MO
|
|
—
|
|
|
1,966
|
|
|
1,368
|
|
|
80
|
|
|
—
|
|
|
1,966
|
|
|
1,448
|
|
|
3,414
|
|
|
47
|
|
|
1987
|
|
Jan. 2014
|
|
27 yrs.
|
Sports facility in Salt Lake City, UT
|
|
3,015
|
|
|
856
|
|
|
2,804
|
|
|
—
|
|
|
—
|
|
|
856
|
|
|
2,804
|
|
|
3,660
|
|
|
99
|
|
|
1999
|
|
Jan. 2014
|
|
26 yrs.
|
Land in Scottsdale, AZ
|
|
10,869
|
|
|
22,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,300
|
|
|
—
|
|
|
22,300
|
|
|
—
|
|
|
N/A
|
|
Jan. 2014
|
|
N/A
|
Industrial facility in Aurora, CO
|
|
3,156
|
|
|
737
|
|
|
2,609
|
|
|
—
|
|
|
—
|
|
|
737
|
|
|
2,609
|
|
|
3,346
|
|
|
76
|
|
|
1985
|
|
Jan. 2014
|
|
32 yrs.
|
Office facilities in Sunnyvale, CA
|
|
55,241
|
|
|
43,489
|
|
|
73,035
|
|
|
—
|
|
|
—
|
|
|
43,489
|
|
|
73,035
|
|
|
116,524
|
|
|
2,687
|
|
|
1993; 1995
|
|
Jan. 2014
|
|
25 yrs.
|
Warehouse/distribution facility in Burlington, NJ
|
|
—
|
|
|
3,989
|
|
|
6,213
|
|
|
—
|
|
|
—
|
|
|
3,989
|
|
|
6,213
|
|
|
10,202
|
|
|
223
|
|
|
1999
|
|
Jan. 2014
|
|
26 yrs.
|
Industrial facility in Albuquerque, NM
|
|
—
|
|
|
2,467
|
|
|
3,476
|
|
|
—
|
|
|
—
|
|
|
2,467
|
|
|
3,476
|
|
|
5,943
|
|
|
120
|
|
|
1993
|
|
Jan. 2014
|
|
27 yrs.
|
Warehouse/distribution facility in Champlin, MN and industrial facilities in Robbinsville, NJ; North Salt Lake, UT; and Radford, VA
|
|
5,823
|
|
|
10,601
|
|
|
17,626
|
|
|
—
|
|
|
—
|
|
|
10,601
|
|
|
17,626
|
|
|
28,227
|
|
|
616
|
|
|
1981; 1995; 1998
|
|
Jan. 2014
|
|
26 yrs.
|
Industrial facilities in Murrysville, PA and Wylie, TX
|
|
—
|
|
|
2,185
|
|
|
12,058
|
|
|
—
|
|
|
1
|
|
|
2,185
|
|
|
12,059
|
|
|
14,244
|
|
|
410
|
|
|
1940; 2001
|
|
Jan. 2014
|
|
27 - 28 yrs.
|
Industrial facility in Welcome, NC
|
|
—
|
|
|
980
|
|
|
11,230
|
|
|
—
|
|
|
—
|
|
|
980
|
|
|
11,230
|
|
|
12,210
|
|
|
370
|
|
|
1995
|
|
Jan. 2014
|
|
28 yrs.
|
Industrial facilities in Evansville, IN; Lawrence, KS; and Baltimore, MD
|
|
27,569
|
|
|
4,005
|
|
|
44,192
|
|
|
—
|
|
|
—
|
|
|
4,005
|
|
|
44,192
|
|
|
48,197
|
|
|
1,694
|
|
|
1911; 1967; 1982
|
|
Jan. 2014
|
|
24 yrs.
|
Industrial facilities in Colton, CA; Bonner Springs, KS; and Dallas, TX and land in Eagan, MN
|
|
21,050
|
|
|
8,451
|
|
|
25,457
|
|
|
—
|
|
|
298
|
|
|
8,451
|
|
|
25,755
|
|
|
34,206
|
|
|
820
|
|
|
1978; 1979; 1986
|
|
Jan. 2014
|
|
17 - 34 yrs.
|
Retail facility in Torrance, CA
|
|
23,899
|
|
|
8,412
|
|
|
12,241
|
|
|
—
|
|
|
—
|
|
|
8,412
|
|
|
12,241
|
|
|
20,653
|
|
|
458
|
|
|
1973
|
|
Jan. 2014
|
|
25 yrs.
|
Office facility in Houston, TX
|
|
3,605
|
|
|
6,578
|
|
|
424
|
|
|
—
|
|
|
—
|
|
|
6,578
|
|
|
424
|
|
|
7,002
|
|
|
14
|
|
|
1978
|
|
Jan. 2014
|
|
27 yrs.
|
Land in Doncaster, United Kingdom
|
|
—
|
|
|
4,257
|
|
|
4,248
|
|
|
—
|
|
|
(7,144
|
)
|
|
1,361
|
|
|
—
|
|
|
1,361
|
|
|
—
|
|
|
N/A
|
|
Jan. 2014
|
|
N/A
|
Warehouse/distribution facility in Norwich, CT
|
|
12,160
|
|
|
3,885
|
|
|
21,342
|
|
|
—
|
|
|
2
|
|
|
3,885
|
|
|
21,344
|
|
|
25,229
|
|
|
691
|
|
|
1960
|
|
Jan. 2014
|
|
28 yrs.
|
Warehouse/distribution facility in Norwich, CT
|
|
—
|
|
|
1,437
|
|
|
9,669
|
|
|
—
|
|
|
—
|
|
|
1,437
|
|
|
9,669
|
|
|
11,106
|
|
|
313
|
|
|
2007
|
|
Jan. 2014
|
|
28 yrs.
|
Retail facility in Johnstown, PA and warehouse/distribution facility in Whitehall, PA
|
|
—
|
|
|
7,435
|
|
|
9,093
|
|
|
—
|
|
|
17
|
|
|
7,435
|
|
|
9,110
|
|
|
16,545
|
|
|
360
|
|
|
1986; 1992
|
|
Jan. 2014
|
|
23 yrs.
|
Retail facilities in York, PA
|
|
9,096
|
|
|
3,776
|
|
|
10,092
|
|
|
—
|
|
|
—
|
|
|
3,776
|
|
|
10,092
|
|
|
13,868
|
|
|
297
|
|
|
1992
|
|
Jan. 2014
|
|
26 - 34 yrs.
|
Industrial facility in Pittsburgh, PA
|
|
—
|
|
|
1,151
|
|
|
10,938
|
|
|
—
|
|
|
—
|
|
|
1,151
|
|
|
10,938
|
|
|
12,089
|
|
|
404
|
|
|
1991
|
|
Jan. 2014
|
|
25 yrs.
|
Warehouse/distribution facilities in Atlanta, GA; Cincinnati, OH; and Elkwood, VA
|
|
—
|
|
|
5,356
|
|
|
4,121
|
|
|
—
|
|
|
(711
|
)
|
|
4,998
|
|
|
3,768
|
|
|
8,766
|
|
|
102
|
|
|
1958; 1975
|
|
Jan. 2014
|
|
28 yrs.
|
Warehouse/distribution facility in Harrisburg, NC
|
|
—
|
|
|
1,753
|
|
|
5,840
|
|
|
—
|
|
|
(111
|
)
|
|
1,642
|
|
|
5,840
|
|
|
7,482
|
|
|
205
|
|
|
2000
|
|
Jan. 2014
|
|
26 yrs.
|
Learning center in Nashville, TN
|
|
5,555
|
|
|
1,098
|
|
|
7,043
|
|
|
—
|
|
|
—
|
|
|
1,098
|
|
|
7,043
|
|
|
8,141
|
|
|
206
|
|
|
1988
|
|
Jan. 2014
|
|
31 yrs.
|
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized
Subsequent to
Acquisition
(a)
|
|
Increase
(Decrease)
in Net
Investments
(b)
|
|
Gross Amount at which
Carried at Close of Period
(c)
|
|
Accumulated Depreciation
(c)
|
|
Date of Construction
|
|
Date Acquired
|
|
Life on which
Depreciation in Latest
Statement of
Income
is Computed
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings
|
|
|
|
Land
|
|
Buildings
|
|
Total
|
|
|
|
|
|||||||||||||||
Warehouse/distribution facilities in Boé, Carpiquet, Lagnieu, Le Mans, Lieusaint, Lunéville, and Saint-Germain-du-Puy, France and land in Le Mans and Vendin-le-Vieil, France
|
|
53,492
|
|
|
62,183
|
|
|
26,928
|
|
|
—
|
|
|
(9,532
|
)
|
|
55,534
|
|
|
24,045
|
|
|
79,579
|
|
|
773
|
|
|
Various
|
|
Jan. 2014
|
|
28 yrs.
|
Industrial facility in Chandler, AZ; industrial, office, and warehouse/distribution facilities in Englewood, CO; and land in Englewood, CO
|
|
5,898
|
|
|
4,306
|
|
|
7,235
|
|
|
—
|
|
|
3
|
|
|
4,306
|
|
|
7,238
|
|
|
11,544
|
|
|
219
|
|
|
Various
|
|
Jan. 2014
|
|
30 yrs.
|
Warehouse/distribution facility in Ringwood, NJ
|
|
1,411
|
|
|
2,499
|
|
|
3,532
|
|
|
—
|
|
|
(4,600
|
)
|
|
867
|
|
|
564
|
|
|
1,431
|
|
|
16
|
|
|
1962
|
|
Jan. 2014
|
|
32 yrs.
|
Industrial facility in Cynthiana, KY
|
|
2,741
|
|
|
1,274
|
|
|
3,505
|
|
|
—
|
|
|
2
|
|
|
1,274
|
|
|
3,507
|
|
|
4,781
|
|
|
104
|
|
|
1967
|
|
Jan. 2014
|
|
31 yrs.
|
Industrial facility in Columbia, SC
|
|
10,651
|
|
|
2,843
|
|
|
11,886
|
|
|
—
|
|
|
—
|
|
|
2,843
|
|
|
11,886
|
|
|
14,729
|
|
|
481
|
|
|
1962
|
|
Jan. 2014
|
|
23 yrs.
|
Land in Midlothian, VA
|
|
1,465
|
|
|
2,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,824
|
|
|
—
|
|
|
2,824
|
|
|
—
|
|
|
N/A
|
|
Jan. 2014
|
|
N/A
|
Residential facility in Laramie, WY
|
|
16,610
|
|
|
1,966
|
|
|
18,896
|
|
|
—
|
|
|
—
|
|
|
1,966
|
|
|
18,896
|
|
|
20,862
|
|
|
1,057
|
|
|
2007
|
|
Jan. 2014
|
|
33 yrs.
|
Office facility in Greenville, SC
|
|
9,121
|
|
|
562
|
|
|
7,916
|
|
|
—
|
|
|
43
|
|
|
562
|
|
|
7,959
|
|
|
8,521
|
|
|
290
|
|
|
1972
|
|
Jan. 2014
|
|
25 yrs.
|
Warehouse/distribution facilities in Mendota, IL; Toppenish and Yakima, WA; and Plover, WI
|
|
10,079
|
|
|
1,444
|
|
|
21,208
|
|
|
—
|
|
|
—
|
|
|
1,444
|
|
|
21,208
|
|
|
22,652
|
|
|
864
|
|
|
1996
|
|
Jan. 2014
|
|
23 yrs.
|
Industrial facility in Allen, TX and office facility in Sunnyvale, CA
|
|
12,228
|
|
|
9,297
|
|
|
24,086
|
|
|
—
|
|
|
—
|
|
|
9,297
|
|
|
24,086
|
|
|
33,383
|
|
|
712
|
|
|
1981; 1997
|
|
Jan. 2014
|
|
31 yrs.
|
Industrial facilities in Hampton, NH
|
|
10,384
|
|
|
8,990
|
|
|
7,362
|
|
|
—
|
|
|
—
|
|
|
8,990
|
|
|
7,362
|
|
|
16,352
|
|
|
222
|
|
|
1976
|
|
Jan. 2014
|
|
30 yrs.
|
Industrial facilities located throughout France
|
|
23,649
|
|
|
36,306
|
|
|
5,212
|
|
|
—
|
|
|
(4,441
|
)
|
|
32,423
|
|
|
4,654
|
|
|
37,077
|
|
|
186
|
|
|
Various
|
|
Jan. 2014
|
|
23 yrs.
|
Retail facility in Fairfax, VA
|
|
5,275
|
|
|
3,402
|
|
|
16,353
|
|
|
—
|
|
|
—
|
|
|
3,402
|
|
|
16,353
|
|
|
19,755
|
|
|
567
|
|
|
1998
|
|
Jan. 2014
|
|
26 yrs.
|
Retail facility in Lombard, IL
|
|
5,275
|
|
|
5,087
|
|
|
8,578
|
|
|
—
|
|
|
—
|
|
|
5,087
|
|
|
8,578
|
|
|
13,665
|
|
|
298
|
|
|
1999
|
|
Jan. 2014
|
|
26 yrs.
|
Warehouse/distribution facility in Plainfield, IN
|
|
21,073
|
|
|
1,578
|
|
|
29,415
|
|
|
—
|
|
|
—
|
|
|
1,578
|
|
|
29,415
|
|
|
30,993
|
|
|
886
|
|
|
1997
|
|
Jan. 2014
|
|
30 yrs.
|
Retail facility in Kennesaw, GA
|
|
4,480
|
|
|
2,849
|
|
|
6,180
|
|
|
—
|
|
|
—
|
|
|
2,849
|
|
|
6,180
|
|
|
9,029
|
|
|
214
|
|
|
1999
|
|
Jan. 2014
|
|
26 yrs.
|
Retail facility in Leawood, KS
|
|
9,394
|
|
|
1,487
|
|
|
13,417
|
|
|
—
|
|
|
—
|
|
|
1,487
|
|
|
13,417
|
|
|
14,904
|
|
|
466
|
|
|
1997
|
|
Jan. 2014
|
|
26 yrs.
|
Office facility in Tolland, CT
|
|
8,336
|
|
|
1,817
|
|
|
5,709
|
|
|
—
|
|
|
11
|
|
|
1,817
|
|
|
5,720
|
|
|
7,537
|
|
|
191
|
|
|
1968
|
|
Jan. 2014
|
|
28 yrs.
|
Office and industrial facilities in Sankt Ingbert, Germany
|
|
7,192
|
|
|
1,140
|
|
|
7,442
|
|
|
—
|
|
|
(918
|
)
|
|
1,018
|
|
|
6,646
|
|
|
7,664
|
|
|
186
|
|
|
1992
|
|
Jan. 2014
|
|
33 yrs.
|
Warehouse/distribution facilities in Lincolnton, NC and Mauldin, SC
|
|
10,166
|
|
|
1,962
|
|
|
9,247
|
|
|
—
|
|
|
—
|
|
|
1,962
|
|
|
9,247
|
|
|
11,209
|
|
|
301
|
|
|
1988; 1996
|
|
Jan. 2014
|
|
28 yrs.
|
Retail facilities located throughout Germany
|
|
310,842
|
|
|
81,109
|
|
|
153,927
|
|
|
—
|
|
|
(25,143
|
)
|
|
72,432
|
|
|
137,461
|
|
|
209,893
|
|
|
4,429
|
|
|
Various
|
|
Jan. 2014
|
|
Various
|
Office facility in Southfield, MI
|
|
—
|
|
|
1,726
|
|
|
4,856
|
|
|
—
|
|
|
—
|
|
|
1,726
|
|
|
4,856
|
|
|
6,582
|
|
|
144
|
|
|
1985
|
|
Jan. 2014
|
|
31 yrs.
|
Office facility in The Woodlands, TX
|
|
21,481
|
|
|
3,204
|
|
|
24,997
|
|
|
—
|
|
|
—
|
|
|
3,204
|
|
|
24,997
|
|
|
28,201
|
|
|
726
|
|
|
1997
|
|
Jan. 2014
|
|
32 yrs.
|
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized
Subsequent to
Acquisition
(a)
|
|
Increase
(Decrease)
in Net
Investments
(b)
|
|
Gross Amount at which
Carried at Close of Period
(c)
|
|
Accumulated Depreciation
(c)
|
|
Date of Construction
|
|
Date Acquired
|
|
Life on which
Depreciation in Latest
Statement of
Income
is Computed
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings
|
|
|
|
Land
|
|
Buildings
|
|
Total
|
|
|
|
|
|||||||||||||||
Industrial facility in Guelph, Canada
|
|
5,635
|
|
|
2,151
|
|
|
1,750
|
|
|
—
|
|
|
(150
|
)
|
|
2,068
|
|
|
1,683
|
|
|
3,751
|
|
|
49
|
|
|
2002
|
|
Jan. 2014
|
|
34 yrs.
|
Industrial facilities in Shah Alam, Malaysia
|
|
6,605
|
|
|
—
|
|
|
10,429
|
|
|
—
|
|
|
(454
|
)
|
|
—
|
|
|
9,975
|
|
|
9,975
|
|
|
306
|
|
|
1989; 1992
|
|
Jan. 2014
|
|
30 yrs.
|
Warehouse/distribution facilities in Lam Luk Ka and Bang Pa-in, Thailand
|
|
13,002
|
|
|
13,054
|
|
|
19,497
|
|
|
—
|
|
|
159
|
|
|
13,118
|
|
|
19,592
|
|
|
32,710
|
|
|
575
|
|
|
Various
|
|
Jan. 2014
|
|
31 yrs.
|
Warehouse/distribution facilities in Valdosta, GA and Johnson City, TN
|
|
8,849
|
|
|
1,080
|
|
|
14,998
|
|
|
—
|
|
|
—
|
|
|
1,080
|
|
|
14,998
|
|
|
16,078
|
|
|
516
|
|
|
1978; 1998
|
|
Jan. 2014
|
|
27 yrs.
|
Industrial facility in Amherst, NY
|
|
8,478
|
|
|
674
|
|
|
7,971
|
|
|
—
|
|
|
—
|
|
|
674
|
|
|
7,971
|
|
|
8,645
|
|
|
325
|
|
|
1984
|
|
Jan. 2014
|
|
23 yrs.
|
Industrial and warehouse/distribution facilities in Westfield, MA
|
|
—
|
|
|
1,922
|
|
|
9,755
|
|
|
—
|
|
|
9
|
|
|
1,922
|
|
|
9,764
|
|
|
11,686
|
|
|
325
|
|
|
1954; 1997
|
|
Jan. 2014
|
|
28 yrs.
|
Warehouse/distribution facilities in Kottka, Finland
|
|
5,389
|
|
|
—
|
|
|
8,546
|
|
|
—
|
|
|
(914
|
)
|
|
—
|
|
|
7,632
|
|
|
7,632
|
|
|
319
|
|
|
1999; 2001
|
|
Jan. 2014
|
|
21 - 23 yrs.
|
Office facility in Bloomington, MN
|
|
—
|
|
|
2,942
|
|
|
7,155
|
|
|
—
|
|
|
—
|
|
|
2,942
|
|
|
7,155
|
|
|
10,097
|
|
|
231
|
|
|
1988
|
|
Jan. 2014
|
|
28 yrs.
|
Warehouse/distribution facility in Gorinchem, Netherlands
|
|
4,479
|
|
|
1,143
|
|
|
5,648
|
|
|
—
|
|
|
(726
|
)
|
|
1,021
|
|
|
5,044
|
|
|
6,065
|
|
|
163
|
|
|
1995
|
|
Jan. 2014
|
|
28 yrs.
|
Retail facility in Cresskill, NJ
|
|
6,368
|
|
|
2,366
|
|
|
5,482
|
|
|
—
|
|
|
19
|
|
|
2,366
|
|
|
5,501
|
|
|
7,867
|
|
|
161
|
|
|
1975
|
|
Jan. 2014
|
|
31 yrs.
|
Retail facility in Livingston, NJ
|
|
5,425
|
|
|
2,932
|
|
|
2,001
|
|
|
—
|
|
|
14
|
|
|
2,932
|
|
|
2,015
|
|
|
4,947
|
|
|
68
|
|
|
1966
|
|
Jan. 2014
|
|
27 yrs.
|
Retail facility in Maplewood, NJ
|
|
1,717
|
|
|
845
|
|
|
647
|
|
|
—
|
|
|
4
|
|
|
845
|
|
|
651
|
|
|
1,496
|
|
|
22
|
|
|
1954
|
|
Jan. 2014
|
|
27 yrs.
|
Retail facility in Montclair, NJ
|
|
4,574
|
|
|
1,905
|
|
|
1,403
|
|
|
—
|
|
|
6
|
|
|
1,905
|
|
|
1,409
|
|
|
3,314
|
|
|
47
|
|
|
1950
|
|
Jan. 2014
|
|
27 yrs.
|
Retail facility in Morristown, NJ
|
|
11,111
|
|
|
3,258
|
|
|
8,352
|
|
|
—
|
|
|
26
|
|
|
3,258
|
|
|
8,378
|
|
|
11,636
|
|
|
282
|
|
|
1973
|
|
Jan. 2014
|
|
27 yrs.
|
Retail facility in Summit, NJ
|
|
2,771
|
|
|
1,228
|
|
|
1,465
|
|
|
—
|
|
|
8
|
|
|
1,228
|
|
|
1,473
|
|
|
2,701
|
|
|
50
|
|
|
1950
|
|
Jan. 2014
|
|
27 yrs.
|
Industrial and office facilities in Bunde, Dransfeld, and Wolfach, Germany
|
|
—
|
|
|
2,789
|
|
|
8,750
|
|
|
—
|
|
|
(1,189
|
)
|
|
2,491
|
|
|
7,859
|
|
|
10,350
|
|
|
295
|
|
|
1898; 1956; 1978
|
|
Jan. 2014
|
|
24 yrs.
|
Industrial facilities in Georgetown, TX and Woodland, WA
|
|
3,252
|
|
|
965
|
|
|
4,113
|
|
|
—
|
|
|
—
|
|
|
965
|
|
|
4,113
|
|
|
5,078
|
|
|
112
|
|
|
1998; 2001; 2005
|
|
Jan. 2014
|
|
33 - 35 yrs.
|
Learning centers in Union, NJ; Allentown and Philadelphia, PA; and Grand Prairie, TX
|
|
—
|
|
|
5,365
|
|
|
7,845
|
|
|
—
|
|
|
5
|
|
|
5,365
|
|
|
7,850
|
|
|
13,215
|
|
|
258
|
|
|
Various
|
|
Jan. 2014
|
|
28 yrs.
|
Industrial facility in Ylämylly, Finland
|
|
8,195
|
|
|
1,669
|
|
|
6,034
|
|
|
—
|
|
|
(825
|
)
|
|
1,490
|
|
|
5,388
|
|
|
6,878
|
|
|
145
|
|
|
1999
|
|
Jan. 2014
|
|
34 yrs.
|
Industrial facility in Salisbury, NC
|
|
6,653
|
|
|
1,499
|
|
|
8,185
|
|
|
—
|
|
|
—
|
|
|
1,499
|
|
|
8,185
|
|
|
9,684
|
|
|
270
|
|
|
2000
|
|
Jan. 2014
|
|
28 yrs.
|
Industrial and office facilities in Plymouth, MI and Solon and Twinsburg, OH
|
|
3,851
|
|
|
2,831
|
|
|
10,565
|
|
|
—
|
|
|
—
|
|
|
2,831
|
|
|
10,565
|
|
|
13,396
|
|
|
355
|
|
|
1970; 1991; 1995
|
|
Jan. 2014
|
|
26 - 27 yrs.
|
Industrial facility in Cambridge, Canada
|
|
—
|
|
|
1,849
|
|
|
7,371
|
|
|
—
|
|
|
(354
|
)
|
|
1,778
|
|
|
7,088
|
|
|
8,866
|
|
|
207
|
|
|
2001
|
|
Jan. 2014
|
|
31 yrs.
|
Industrial facilities in Peru, IL; Huber Heights, Lima, and Sheffield, OH; and Lebanon, TN
|
|
13,147
|
|
|
2,962
|
|
|
17,832
|
|
|
—
|
|
|
—
|
|
|
2,962
|
|
|
17,832
|
|
|
20,794
|
|
|
522
|
|
|
Various
|
|
Jan. 2014
|
|
31 yrs.
|
Industrial facility in Ramos Arizpe, Mexico
|
|
—
|
|
|
1,059
|
|
|
2,886
|
|
|
—
|
|
|
—
|
|
|
1,059
|
|
|
2,886
|
|
|
3,945
|
|
|
84
|
|
|
2000
|
|
Jan. 2014
|
|
31 yrs.
|
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized
Subsequent to
Acquisition
(a)
|
|
Increase
(Decrease)
in Net
Investments
(b)
|
|
Gross Amount at which
Carried at Close of Period
(c)
|
|
Accumulated Depreciation
(c)
|
|
Date of Construction
|
|
Date Acquired
|
|
Life on which
Depreciation in Latest
Statement of
Income
is Computed
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings
|
|
|
|
Land
|
|
Buildings
|
|
Total
|
|
|
|
|
|||||||||||||||
Industrial facilities in Salt Lake City, UT
|
|
5,078
|
|
|
2,783
|
|
|
3,773
|
|
|
—
|
|
|
—
|
|
|
2,783
|
|
|
3,773
|
|
|
6,556
|
|
|
110
|
|
|
Various
|
|
Jan. 2014
|
|
31 - 33 yrs.
|
Residential facility in Blairsville, PA
|
|
12,858
|
|
|
1,631
|
|
|
23,163
|
|
|
—
|
|
|
—
|
|
|
1,631
|
|
|
23,163
|
|
|
24,794
|
|
|
1,163
|
|
|
2005
|
|
Jan. 2014
|
|
33 yrs.
|
Industrial facility in Nashville, TN
|
|
—
|
|
|
1,078
|
|
|
5,619
|
|
|
—
|
|
|
—
|
|
|
1,078
|
|
|
5,619
|
|
|
6,697
|
|
|
240
|
|
|
1962
|
|
Jan. 2014
|
|
21 yrs.
|
Office facility in Lafayette, LA
|
|
1,816
|
|
|
1,048
|
|
|
1,507
|
|
|
—
|
|
|
—
|
|
|
1,048
|
|
|
1,507
|
|
|
2,555
|
|
|
51
|
|
|
1995
|
|
Jan. 2014
|
|
27 yrs.
|
Warehouse/distribution facilities in Atlanta, Doraville, and Rockmart, GA
|
|
55,849
|
|
|
6,488
|
|
|
77,192
|
|
|
—
|
|
|
—
|
|
|
6,488
|
|
|
77,192
|
|
|
83,680
|
|
|
2,473
|
|
|
1959; 1962; 1991
|
|
Jan. 2014
|
|
23 - 33 yrs.
|
Warehouse/distribution facilities in Flora, MS and Muskogee, OK
|
|
3,475
|
|
|
554
|
|
|
4,353
|
|
|
—
|
|
|
—
|
|
|
554
|
|
|
4,353
|
|
|
4,907
|
|
|
122
|
|
|
1992; 2002
|
|
Jan. 2014
|
|
33 yrs.
|
Industrial facility in Richmond, MO
|
|
5,156
|
|
|
2,211
|
|
|
8,505
|
|
|
—
|
|
|
—
|
|
|
2,211
|
|
|
8,505
|
|
|
10,716
|
|
|
282
|
|
|
1996
|
|
Jan. 2014
|
|
28 yrs.
|
Warehouse/distribution facility in Dallas, TX
|
|
6,261
|
|
|
468
|
|
|
8,042
|
|
|
—
|
|
|
—
|
|
|
468
|
|
|
8,042
|
|
|
8,510
|
|
|
311
|
|
|
1997
|
|
Jan. 2014
|
|
24 yrs.
|
Industrial facility in Tuusula, Finland
|
|
—
|
|
|
6,173
|
|
|
10,321
|
|
|
—
|
|
|
(1,764
|
)
|
|
5,513
|
|
|
9,217
|
|
|
14,730
|
|
|
330
|
|
|
1975
|
|
Jan. 2014
|
|
26 yrs.
|
Office facility in Turku, Finland
|
|
27,922
|
|
|
5,343
|
|
|
34,106
|
|
|
—
|
|
|
(4,221
|
)
|
|
4,771
|
|
|
30,457
|
|
|
35,228
|
|
|
1,000
|
|
|
1981
|
|
Jan. 2014
|
|
28 yrs.
|
Industrial facility in Turku, Finland
|
|
5,165
|
|
|
1,105
|
|
|
10,243
|
|
|
—
|
|
|
(1,197
|
)
|
|
987
|
|
|
9,164
|
|
|
10,151
|
|
|
302
|
|
|
1981
|
|
Jan. 2014
|
|
28 yrs.
|
Industrial facility in Baraboo, WI
|
|
—
|
|
|
917
|
|
|
10,663
|
|
|
—
|
|
|
—
|
|
|
917
|
|
|
10,663
|
|
|
11,580
|
|
|
742
|
|
|
1988
|
|
Jan. 2014
|
|
13 yrs.
|
Warehouse/distribution facility in Phoenix, AZ
|
|
19,408
|
|
|
6,747
|
|
|
21,352
|
|
|
—
|
|
|
—
|
|
|
6,747
|
|
|
21,352
|
|
|
28,099
|
|
|
703
|
|
|
1996
|
|
Jan. 2014
|
|
28 yrs.
|
Land in Calgary, Canada
|
|
—
|
|
|
3,721
|
|
|
—
|
|
|
—
|
|
|
(143
|
)
|
|
3,578
|
|
|
—
|
|
|
3,578
|
|
|
—
|
|
|
N/A
|
|
Jan. 2014
|
|
N/A
|
Industrial facilities in Sandersville, GA; Erwin, TN; and Gainsville, TX
|
|
2,580
|
|
|
955
|
|
|
4,779
|
|
|
—
|
|
|
—
|
|
|
955
|
|
|
4,779
|
|
|
5,734
|
|
|
141
|
|
|
1950; 1986; 1996
|
|
Jan. 2014
|
|
31 yrs.
|
Industrial facility in Buffalo Grove, IL
|
|
7,847
|
|
|
1,492
|
|
|
12,233
|
|
|
—
|
|
|
—
|
|
|
1,492
|
|
|
12,233
|
|
|
13,725
|
|
|
362
|
|
|
1996
|
|
Jan. 2014
|
|
31 yrs.
|
Industrial facility in Glasgow, United Kingdom
|
|
5,507
|
|
|
1,460
|
|
|
4,069
|
|
|
—
|
|
|
(331
|
)
|
|
1,372
|
|
|
3,826
|
|
|
5,198
|
|
|
111
|
|
|
2000
|
|
Jan. 2014
|
|
32 yrs.
|
Warehouse/distribution facility in Spanish Fork, UT
|
|
7,254
|
|
|
991
|
|
|
7,901
|
|
|
—
|
|
|
—
|
|
|
991
|
|
|
7,901
|
|
|
8,892
|
|
|
221
|
|
|
2001
|
|
Jan. 2014
|
|
33 yrs.
|
Industrial, office, and warehouse/distribution facilities in Perris, CA; Eugene, OR; West Jordan, UT; and Tacoma, WA
|
|
—
|
|
|
8,989
|
|
|
5,435
|
|
|
—
|
|
|
8
|
|
|
8,989
|
|
|
5,443
|
|
|
14,432
|
|
|
177
|
|
|
Various
|
|
Jan. 2014
|
|
28 yrs.
|
Office facility in Carlsbad, CA
|
|
—
|
|
|
3,230
|
|
|
5,492
|
|
|
—
|
|
|
—
|
|
|
3,230
|
|
|
5,492
|
|
|
8,722
|
|
|
213
|
|
|
1999
|
|
Jan. 2014
|
|
24 yrs.
|
Land in Pensacola, FL
|
|
1,025
|
|
|
1,746
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,746
|
|
|
—
|
|
|
1,746
|
|
|
—
|
|
|
N/A
|
|
Jan. 2014
|
|
N/A
|
Movie theater in Port St. Lucie, FL
|
|
5,559
|
|
|
4,654
|
|
|
2,576
|
|
|
—
|
|
|
—
|
|
|
4,654
|
|
|
2,576
|
|
|
7,230
|
|
|
86
|
|
|
2000
|
|
Jan. 2014
|
|
27 yrs.
|
Movie theater in Hickory Creek, TX
|
|
—
|
|
|
1,693
|
|
|
3,342
|
|
|
—
|
|
|
—
|
|
|
1,693
|
|
|
3,342
|
|
|
5,035
|
|
|
114
|
|
|
2000
|
|
Jan. 2014
|
|
27 yrs.
|
Industrial facility in Nurieux-Volognat, France
|
|
—
|
|
|
121
|
|
|
5,328
|
|
|
—
|
|
|
(474
|
)
|
|
108
|
|
|
4,867
|
|
|
4,975
|
|
|
138
|
|
|
2000
|
|
Jan. 2014
|
|
32 yrs.
|
Warehouse/distribution facility in Suwanee, GA
|
|
15,559
|
|
|
2,330
|
|
|
8,406
|
|
|
—
|
|
|
—
|
|
|
2,330
|
|
|
8,406
|
|
|
10,736
|
|
|
227
|
|
|
1995
|
|
Jan. 2014
|
|
34 yrs.
|
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized
Subsequent to
Acquisition
(a)
|
|
Increase
(Decrease)
in Net
Investments
(b)
|
|
Gross Amount at which
Carried at Close of Period
(c)
|
|
Accumulated Depreciation
(c)
|
|
Date of Construction
|
|
Date Acquired
|
|
Life on which
Depreciation in Latest
Statement of
Income
is Computed
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings
|
|
|
|
Land
|
|
Buildings
|
|
Total
|
|
|
|
|
|||||||||||||||
Retail facilities in Wichita, KS and Oklahoma City, OK and warehouse/distribution facility in Wichita, KS
|
|
7,607
|
|
|
1,878
|
|
|
8,579
|
|
|
—
|
|
|
—
|
|
|
1,878
|
|
|
8,579
|
|
|
10,457
|
|
|
335
|
|
|
Various
|
|
Jan. 2014
|
|
24 yrs.
|
Industrial facilities in Fort Dodge, IN and Menomonie and Oconomowoc, WI
|
|
8,931
|
|
|
1,403
|
|
|
11,098
|
|
|
—
|
|
|
—
|
|
|
1,403
|
|
|
11,098
|
|
|
12,501
|
|
|
623
|
|
|
1996
|
|
Jan. 2014
|
|
16 yrs.
|
Industrial facility in Mesa, AZ
|
|
4,990
|
|
|
2,888
|
|
|
4,282
|
|
|
—
|
|
|
—
|
|
|
2,888
|
|
|
4,282
|
|
|
7,170
|
|
|
144
|
|
|
1991
|
|
Jan. 2014
|
|
27 yrs.
|
Industrial facility in North Amityville, NY
|
|
8,025
|
|
|
3,486
|
|
|
11,413
|
|
|
—
|
|
|
—
|
|
|
3,486
|
|
|
11,413
|
|
|
14,899
|
|
|
401
|
|
|
1981
|
|
Jan. 2014
|
|
26 yrs.
|
Warehouse/distribution facilities in Greenville, SC
|
|
—
|
|
|
567
|
|
|
10,217
|
|
|
—
|
|
|
15
|
|
|
567
|
|
|
10,232
|
|
|
10,799
|
|
|
454
|
|
|
1960
|
|
Jan. 2014
|
|
21 yrs.
|
Industrial facility in Fort Collins, CO
|
|
7,894
|
|
|
821
|
|
|
7,236
|
|
|
—
|
|
|
—
|
|
|
821
|
|
|
7,236
|
|
|
8,057
|
|
|
202
|
|
|
1993
|
|
Jan. 2014
|
|
33 yrs.
|
Office facility in Piscataway, NJ
|
|
—
|
|
|
4,984
|
|
|
34,165
|
|
|
13,195
|
|
|
—
|
|
|
4,984
|
|
|
47,360
|
|
|
52,344
|
|
|
1,098
|
|
|
1968
|
|
Jan. 2014
|
|
31 yrs.
|
Land in Elk Grove Village, IL
|
|
1,767
|
|
|
4,037
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,037
|
|
|
—
|
|
|
4,037
|
|
|
—
|
|
|
N/A
|
|
Jan. 2014
|
|
N/A
|
Office facilities in Washington, MI
|
|
26,751
|
|
|
4,085
|
|
|
7,496
|
|
|
—
|
|
|
—
|
|
|
4,085
|
|
|
7,496
|
|
|
11,581
|
|
|
209
|
|
|
1987; 1990
|
|
Jan. 2014
|
|
33 yrs.
|
Office facility in Houston, TX
|
|
—
|
|
|
522
|
|
|
7,448
|
|
|
—
|
|
|
—
|
|
|
522
|
|
|
7,448
|
|
|
7,970
|
|
|
256
|
|
|
1999
|
|
Jan. 2014
|
|
27 yrs.
|
Industrial facilities in Conroe, Houston, Odessa, and Weimar, TX and office facility in Houston, TX
|
|
7,057
|
|
|
4,049
|
|
|
13,021
|
|
|
—
|
|
|
133
|
|
|
4,049
|
|
|
13,154
|
|
|
17,203
|
|
|
643
|
|
|
Various
|
|
Jan. 2014
|
|
12 - 22 yrs.
|
Learning center in Sacramento, CA
|
|
27,639
|
|
|
—
|
|
|
13,715
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,715
|
|
|
13,715
|
|
|
375
|
|
|
2005
|
|
Jan. 2014
|
|
34 yrs.
|
Industrial facilities in City of Industry, CA; Chelmsford, MA; and Lancaster, TX
|
|
—
|
|
|
5,138
|
|
|
8,387
|
|
|
—
|
|
|
43
|
|
|
5,138
|
|
|
8,430
|
|
|
13,568
|
|
|
278
|
|
|
1969; 1974; 1984
|
|
Jan. 2014
|
|
27 yrs.
|
Office facility in Tinton Falls, NJ
|
|
7,220
|
|
|
1,958
|
|
|
7,993
|
|
|
—
|
|
|
—
|
|
|
1,958
|
|
|
7,993
|
|
|
9,951
|
|
|
239
|
|
|
2001
|
|
Jan. 2014
|
|
31 yrs.
|
Industrial facility in Woodland, WA
|
|
—
|
|
|
707
|
|
|
1,562
|
|
|
—
|
|
|
—
|
|
|
707
|
|
|
1,562
|
|
|
2,269
|
|
|
41
|
|
|
2009
|
|
Jan. 2014
|
|
35 yrs.
|
Warehouse/distribution facilities in Gyál and Herceghalom, Hungary
|
|
39,054
|
|
|
14,601
|
|
|
21,915
|
|
|
—
|
|
|
(3,906
|
)
|
|
13,039
|
|
|
19,571
|
|
|
32,610
|
|
|
875
|
|
|
2002; 2004
|
|
Jan. 2014
|
|
21 yrs.
|
Industrial facility in Windsor, CT
|
|
—
|
|
|
453
|
|
|
637
|
|
|
—
|
|
|
—
|
|
|
453
|
|
|
637
|
|
|
1,090
|
|
|
17
|
|
|
1999
|
|
Jan. 2014
|
|
33 yrs.
|
Industrial facility in Aurora, CO
|
|
2,900
|
|
|
574
|
|
|
3,999
|
|
|
—
|
|
|
—
|
|
|
574
|
|
|
3,999
|
|
|
4,573
|
|
|
93
|
|
|
2012
|
|
Jan. 2014
|
|
40 yrs.
|
Office facility in Chandler, AZ
|
|
—
|
|
|
5,318
|
|
|
27,551
|
|
|
—
|
|
|
—
|
|
|
5,318
|
|
|
27,551
|
|
|
32,869
|
|
|
599
|
|
|
2008
|
|
Mar. 2014
|
|
40 yrs.
|
Warehouse/distribution facility in University Park, IL
|
|
—
|
|
|
7,962
|
|
|
32,756
|
|
|
—
|
|
|
—
|
|
|
7,962
|
|
|
32,756
|
|
|
40,718
|
|
|
617
|
|
|
2008
|
|
May 2014
|
|
40 yrs.
|
Office facility in Stavanger, Norway
|
|
—
|
|
|
10,296
|
|
|
91,744
|
|
|
—
|
|
|
(15,978
|
)
|
|
8,684
|
|
|
77,378
|
|
|
86,062
|
|
|
824
|
|
|
1975
|
|
Aug. 2014
|
|
40 yrs.
|
Office facility in Westborough, MA
|
|
—
|
|
|
3,409
|
|
|
37,914
|
|
|
—
|
|
|
—
|
|
|
3,409
|
|
|
37,914
|
|
|
41,323
|
|
|
339
|
|
|
1992
|
|
Aug. 2014
|
|
40 yrs.
|
Office facility in Andover, MA
|
|
—
|
|
|
3,980
|
|
|
45,120
|
|
|
—
|
|
|
—
|
|
|
3,980
|
|
|
45,120
|
|
|
49,100
|
|
|
281
|
|
|
1999
|
|
Oct. 2014
|
|
40 yrs.
|
Office facility in Newport, United Kingdom
|
|
—
|
|
|
—
|
|
|
22,587
|
|
|
—
|
|
|
(767
|
)
|
|
—
|
|
|
21,820
|
|
|
21,820
|
|
|
137
|
|
|
2014
|
|
Oct. 2014
|
|
40 yrs.
|
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized
Subsequent to
Acquisition
(a)
|
|
Increase
(Decrease)
in Net
Investments
(b)
|
|
Gross Amount at which
Carried at Close of Period
(c)
|
|
Accumulated Depreciation
(c)
|
|
Date of Construction
|
|
Date Acquired
|
|
Life on which
Depreciation in Latest
Statement of
Income
is Computed
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings
|
|
|
|
Land
|
|
Buildings
|
|
Total
|
|
|
|
|
||||||||||||||||||||||||
Industrial facilities located throughout Australia
|
|
—
|
|
|
30,455
|
|
|
94,724
|
|
|
—
|
|
|
(8,671
|
)
|
|
28,211
|
|
|
88,297
|
|
|
116,508
|
|
|
952
|
|
|
Various
|
|
Oct. 2014
|
|
Various
|
|||||||||
Industrial facility in Lewisburg, OH
|
|
—
|
|
|
1,627
|
|
|
13,721
|
|
|
—
|
|
|
—
|
|
|
1,627
|
|
|
13,721
|
|
|
15,348
|
|
|
64
|
|
|
2014
|
|
Nov. 2014
|
|
40 yrs.
|
|||||||||
Industrial facility in Opole, Poland
|
|
—
|
|
|
2,151
|
|
|
21,438
|
|
|
—
|
|
|
(527
|
)
|
|
2,103
|
|
|
20,959
|
|
|
23,062
|
|
|
33
|
|
|
2014
|
|
Dec. 2014
|
|
38 yrs.
|
|||||||||
Office facilities located throughout Spain
|
|
—
|
|
|
51,778
|
|
|
257,624
|
|
|
—
|
|
|
(3,995
|
)
|
|
51,110
|
|
|
254,297
|
|
|
305,407
|
|
|
217
|
|
|
Various
|
|
Dec. 2014
|
|
Various
|
|||||||||
|
|
$
|
2,285,751
|
|
|
$
|
1,210,177
|
|
|
$
|
3,868,939
|
|
|
$
|
125,424
|
|
|
$
|
(227,855
|
)
|
|
$
|
1,146,704
|
|
|
$
|
3,829,981
|
|
|
$
|
4,976,685
|
|
|
$
|
253,627
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized
Subsequent to
Acquisition
(a)
|
|
Increase
(Decrease)
in Net
Investments
(b)
|
|
Gross Amount at
which Carried at
Close of Period
Total
|
|
Date of Construction
|
|
Date Acquired
|
||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings
|
|
|
|
|
|
|||||||||||||||||
Direct Financing Method
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail facilities in several cities in the following states: Alabama, Florida, Georgia, Illinois, Louisiana, Missouri, North Carolina, and Texas
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,416
|
|
|
$
|
—
|
|
|
$
|
(4,164
|
)
|
|
$
|
12,252
|
|
|
Various
|
|
Jan. 1998
|
Industrial facilities in Glendora, CA and Romulus, MI
|
|
—
|
|
|
454
|
|
|
13,251
|
|
|
9
|
|
|
(3,092
|
)
|
|
10,622
|
|
|
1950; 1970
|
|
Jan. 1998
|
||||||
Industrial facilities in Irving and Houston, TX
|
|
18,720
|
|
|
—
|
|
|
27,599
|
|
|
—
|
|
|
(3,932
|
)
|
|
23,667
|
|
|
1978
|
|
Jan. 1998
|
||||||
Learning centers in Tucson, AZ; Garden Grove, CA; and Canton, MI
|
|
—
|
|
|
—
|
|
|
7,840
|
|
|
—
|
|
|
(6,030
|
)
|
|
1,810
|
|
|
Various
|
|
Sep. 2012
|
||||||
Retail facility in Freehold, NJ
|
|
8,153
|
|
|
—
|
|
|
17,067
|
|
|
—
|
|
|
(72
|
)
|
|
16,995
|
|
|
2004
|
|
Sep. 2012
|
||||||
Office facilities in Corpus Christi, Odessa, San Marcos, and Waco, TX
|
|
4,625
|
|
|
2,089
|
|
|
14,211
|
|
|
—
|
|
|
(214
|
)
|
|
16,086
|
|
|
1969; 1996; 2000
|
|
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
|
|
—
|
|
|
28,734
|
|
|
145,854
|
|
|
—
|
|
|
(9,767
|
)
|
|
164,821
|
|
|
Various
|
|
Sep. 2012
|
||||||
Warehouse/distribution facility in Brierley Hill, United Kingdom
|
|
10,047
|
|
|
2,147
|
|
|
12,357
|
|
|
—
|
|
|
(85
|
)
|
|
14,419
|
|
|
1996
|
|
Sep. 2012
|
||||||
Warehouse/distribution and industrial facilities in Mesquite, TX
|
|
6,527
|
|
|
2,851
|
|
|
15,899
|
|
|
—
|
|
|
(556
|
)
|
|
18,194
|
|
|
1961; 1972; 1975
|
|
Sep. 2012
|
||||||
Industrial facility in Rochester, MN
|
|
4,477
|
|
|
881
|
|
|
17,039
|
|
|
—
|
|
|
(113
|
)
|
|
17,807
|
|
|
1997
|
|
Sep. 2012
|
||||||
Office facility in Irvine, CA
|
|
6,560
|
|
|
—
|
|
|
17,027
|
|
|
—
|
|
|
(291
|
)
|
|
16,736
|
|
|
1981
|
|
Sep. 2012
|
||||||
Industrial facility in Brownwood, TX
|
|
—
|
|
|
722
|
|
|
6,268
|
|
|
—
|
|
|
—
|
|
|
6,990
|
|
|
1964
|
|
Sep. 2012
|
||||||
Office facility in Scottsdale, AZ
|
|
21,165
|
|
|
—
|
|
|
43,570
|
|
|
—
|
|
|
(146
|
)
|
|
43,424
|
|
|
1977
|
|
Jan. 2014
|
||||||
Retail facilities in El Paso, Fabens, and Socorro, TX
|
|
12,858
|
|
|
4,777
|
|
|
17,823
|
|
|
—
|
|
|
3
|
|
|
22,603
|
|
|
Various
|
|
Jan. 2014
|
||||||
Industrial facility in Dallas, TX
|
|
—
|
|
|
3,190
|
|
|
10,010
|
|
|
—
|
|
|
—
|
|
|
13,200
|
|
|
1968
|
|
Jan. 2014
|
||||||
Industrial facility in Eagan, MN
|
|
7,269
|
|
|
—
|
|
|
11,548
|
|
|
—
|
|
|
(19
|
)
|
|
11,529
|
|
|
1975
|
|
Jan. 2014
|
||||||
Industrial facilities in Albemarle and Old Fort, NC; Holmesville, OH; and Springfield, TN
|
|
9,287
|
|
|
6,542
|
|
|
20,668
|
|
|
—
|
|
|
(38
|
)
|
|
27,172
|
|
|
Various
|
|
Jan. 2014
|
||||||
Movie theater in Midlothian, VA
|
|
8,649
|
|
|
—
|
|
|
16,546
|
|
|
—
|
|
|
127
|
|
|
16,673
|
|
|
2000
|
|
Jan. 2014
|
||||||
Industrial facilities located throughout France
|
|
16,197
|
|
|
—
|
|
|
27,270
|
|
|
—
|
|
|
(2,004
|
)
|
|
25,266
|
|
|
Various
|
|
Jan. 2014
|
||||||
Retail facility in Gronau, Germany
|
|
6,326
|
|
|
281
|
|
|
4,401
|
|
|
—
|
|
|
(500
|
)
|
|
4,182
|
|
|
1989
|
|
Jan. 2014
|
||||||
Industrial and office facilities in Marktheidenfeld, Germany
|
|
—
|
|
|
1,629
|
|
|
22,396
|
|
|
—
|
|
|
(2,827
|
)
|
|
21,198
|
|
|
2002
|
|
Jan. 2014
|
||||||
Industrial and warehouse/distribution facilities in Newbridge, United Kingdom
|
|
12,723
|
|
|
6,851
|
|
|
22,868
|
|
|
—
|
|
|
(1,981
|
)
|
|
27,738
|
|
|
1998
|
|
Jan. 2014
|
||||||
Learning center in Mooresville, NC
|
|
4,136
|
|
|
1,795
|
|
|
15,955
|
|
|
—
|
|
|
2
|
|
|
17,752
|
|
|
2002
|
|
Jan. 2014
|
||||||
Industrial facility in Mount Carmel, IL
|
|
—
|
|
|
135
|
|
|
3,265
|
|
|
—
|
|
|
28
|
|
|
3,428
|
|
|
1896
|
|
Jan. 2014
|
||||||
Industrial, office, and warehouse/distribution facilities in Bad Hersfeld, Germany
|
|
21,945
|
|
|
15,287
|
|
|
29,292
|
|
|
—
|
|
|
(4,764
|
)
|
|
39,815
|
|
|
Various
|
|
Jan. 2014
|
||||||
Retail facility in Vantaa, Finland
|
|
—
|
|
|
5,291
|
|
|
15,522
|
|
|
—
|
|
|
(2,225
|
)
|
|
18,588
|
|
|
2004
|
|
Jan. 2014
|
||||||
Retail facility in Linkoping, Sweden
|
|
—
|
|
|
1,484
|
|
|
9,402
|
|
|
—
|
|
|
(1,813
|
)
|
|
9,073
|
|
|
2004
|
|
Jan. 2014
|
||||||
Industrial facility in Calgary, Canada
|
|
—
|
|
|
—
|
|
|
7,076
|
|
|
—
|
|
|
(268
|
)
|
|
6,808
|
|
|
1965
|
|
Jan. 2014
|
||||||
Industrial facilities in Kearney, MO; Fair Bluff, NC; York, NE; Walbridge, OH; Middlesex Township, PA; Rocky Mount, VA; and Martinsburg, WV
|
|
11,650
|
|
|
5,780
|
|
|
40,860
|
|
|
—
|
|
|
(42
|
)
|
|
46,598
|
|
|
Various
|
|
Jan. 2014
|
||||||
Industrial and office facilities in Leeds, United Kingdom
|
|
—
|
|
|
2,712
|
|
|
16,501
|
|
|
—
|
|
|
(953
|
)
|
|
18,260
|
|
|
1950; 1960; 1980
|
|
Jan. 2014
|
||||||
Movie theater in Pensacola, FL
|
|
7,647
|
|
|
—
|
|
|
13,034
|
|
|
—
|
|
|
(4
|
)
|
|
13,030
|
|
|
2001
|
|
Jan. 2014
|
||||||
Industrial facility in Monheim, Germany
|
|
—
|
|
|
2,939
|
|
|
7,379
|
|
|
—
|
|
|
(1,112
|
)
|
|
9,206
|
|
|
1981
|
|
Jan. 2014
|
|
|
|
|
Initial Cost to Company
|
|
Cost Capitalized
Subsequent to
Acquisition
(a)
|
|
Increase
(Decrease)
in Net
Investments
(b)
|
|
Gross Amount at
which Carried at
Close of Period
Total
|
|
Date of Construction
|
|
Date Acquired
|
||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings
|
|
|
|
|
|
|||||||||||||||||
Industrial facility in Göppingen, Germany
|
|
—
|
|
|
10,717
|
|
|
60,120
|
|
|
—
|
|
|
(7,826
|
)
|
|
63,011
|
|
|
1930
|
|
Jan. 2014
|
||||||
Warehouse/distribution facility in Elk Grove Village, IL
|
|
3,443
|
|
|
—
|
|
|
7,863
|
|
|
—
|
|
|
2
|
|
|
7,865
|
|
|
1980
|
|
Jan. 2014
|
||||||
Industrial facility in Sankt Ingbert, Germany
|
|
—
|
|
|
2,786
|
|
|
26,902
|
|
|
—
|
|
|
(3,301
|
)
|
|
26,387
|
|
|
1960
|
|
Jan. 2014
|
||||||
Industrial facility in New South Wales, Australia
|
|
—
|
|
|
283
|
|
|
2,978
|
|
|
—
|
|
|
(240
|
)
|
|
3,021
|
|
|
1970
|
|
Oct. 2014
|
||||||
|
|
$
|
202,404
|
|
|
$
|
110,357
|
|
|
$
|
764,077
|
|
|
$
|
9
|
|
|
$
|
(58,217
|
)
|
|
$
|
816,226
|
|
|
|
|
|
|
|
|
|
Initial Cost to Company
|
|
Costs
Capitalized
Subsequent to
Acquisition (a) |
|
Increase
(Decrease)
in Net
Investments (b) |
|
Gross Amount at which Carried
at Close of Period
(c)
|
|
|
|
|
|
|
|
Life on which
Depreciation
in Latest
Statement of
Income is
Computed |
||||||||||||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings
|
|
Personal Property
|
|
|
|
Land
|
|
Buildings
|
|
Personal Property
|
|
Total
|
|
Accumulated Depreciation
(c)
|
|
Date of Construction
|
|
Date Acquired
|
|
|||||||||||||||||||||||||
Operating Real Estate – Hotels
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Bloomington, MN
|
|
$
|
19,287
|
|
|
$
|
3,810
|
|
|
$
|
29,126
|
|
|
$
|
3,622
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
3,857
|
|
|
$
|
29,159
|
|
|
$
|
3,622
|
|
|
$
|
36,638
|
|
|
$
|
1,523
|
|
|
2008
|
|
Jan. 2014
|
|
34 yrs.
|
Memphis, TN
|
|
27,806
|
|
|
2,120
|
|
|
36,594
|
|
|
3,647
|
|
|
35
|
|
|
—
|
|
|
2,120
|
|
|
36,629
|
|
|
3,647
|
|
|
42,396
|
|
|
2,264
|
|
|
1985
|
|
Jan. 2014
|
|
22 yrs.
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Operating Real Estate – Self-Storage Facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Taunton, MA
|
|
$
|
—
|
|
|
$
|
4,300
|
|
|
$
|
12,274
|
|
|
$
|
—
|
|
|
$
|
303
|
|
|
$
|
(13,689
|
)
|
|
$
|
537
|
|
|
$
|
2,651
|
|
|
$
|
—
|
|
|
$
|
3,188
|
|
|
$
|
781
|
|
|
2001
|
|
Dec. 2006
|
|
25 yrs.
|
Pensacola, FL
|
|
1,720
|
|
|
560
|
|
|
2,082
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
560
|
|
|
2,103
|
|
|
—
|
|
|
2,663
|
|
|
298
|
|
|
2004
|
|
Sep. 2010
|
|
30 yrs.
|
|||||||||||
|
|
$
|
48,813
|
|
|
$
|
10,790
|
|
|
$
|
80,076
|
|
|
$
|
7,269
|
|
|
$
|
439
|
|
|
$
|
(13,689
|
)
|
|
$
|
7,074
|
|
|
$
|
70,542
|
|
|
$
|
7,269
|
|
|
$
|
84,885
|
|
|
$
|
4,866
|
|
|
|
|
|
|
|
(a)
|
Consists of the cost of improvements and acquisition costs subsequent to acquisition, including legal fees, appraisal fees, title costs, and other related professional fees. For business combinations, transaction costs are excluded.
|
(b)
|
The increase (decrease) in net investment was 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)
|
A reconciliation of real estate and accumulated depreciation follows:
|
|
Reconciliation of Real Estate Subject to
Operating Leases
|
||||||||||
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance
|
$
|
2,506,804
|
|
|
$
|
2,331,613
|
|
|
$
|
646,482
|
|
Additions
|
2,785,863
|
|
|
216,422
|
|
|
1,776,628
|
|
|||
Improvements
|
18,474
|
|
|
7,422
|
|
|
815
|
|
|||
Dispositions
|
(137,018
|
)
|
|
(8,347
|
)
|
|
(75,548
|
)
|
|||
Foreign currency translation adjustment
|
(157,262
|
)
|
|
26,729
|
|
|
13,263
|
|
|||
Reclassification to assets held for sale
|
(33,162
|
)
|
|
(72,827
|
)
|
|
(17,681
|
)
|
|||
Reclassification from direct financing lease
|
13,663
|
|
|
13,952
|
|
|
—
|
|
|||
Reclassification from real estate under construction
|
—
|
|
|
2,875
|
|
|
—
|
|
|||
Impairment charges
|
(20,677
|
)
|
|
(11,035
|
)
|
|
(12,346
|
)
|
|||
Ending balance
|
$
|
4,976,685
|
|
|
$
|
2,506,804
|
|
|
$
|
2,331,613
|
|
|
Reconciliation of Accumulated Depreciation for
Real Estate Subject to Operating Leases
|
||||||||||
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance
|
$
|
168,076
|
|
|
$
|
116,075
|
|
|
$
|
118,054
|
|
Depreciation expense
|
112,758
|
|
|
60,470
|
|
|
24,302
|
|
|||
Dispositions
|
(20,740
|
)
|
|
(533
|
)
|
|
(22,947
|
)
|
|||
Foreign currency translation adjustment
|
(5,318
|
)
|
|
1,194
|
|
|
358
|
|
|||
Reclassification to assets held for sale
|
(1,149
|
)
|
|
(9,130
|
)
|
|
(3,692
|
)
|
|||
Ending balance
|
$
|
253,627
|
|
|
$
|
168,076
|
|
|
$
|
116,075
|
|
|
Reconciliation of Operating Real Estate
|
||||||||||
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance
|
$
|
6,024
|
|
|
$
|
99,703
|
|
|
$
|
109,875
|
|
Additions
|
78,423
|
|
|
—
|
|
|
—
|
|
|||
Improvements
|
438
|
|
|
706
|
|
|
295
|
|
|||
Dispositions
|
—
|
|
|
(93,314
|
)
|
|
—
|
|
|||
Impairment charges
|
—
|
|
|
(1,071
|
)
|
|
(10,467
|
)
|
|||
Ending balance
|
$
|
84,885
|
|
|
$
|
6,024
|
|
|
$
|
99,703
|
|
|
Reconciliation of Accumulated Depreciation for
Operating Real Estate
|
||||||||||
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance
|
$
|
882
|
|
|
$
|
19,993
|
|
|
$
|
17,121
|
|
Depreciation expense
|
3,984
|
|
|
2,242
|
|
|
2,872
|
|
|||
Dispositions
|
—
|
|
|
(21,353
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
4,866
|
|
|
$
|
882
|
|
|
$
|
19,993
|
|
|
|
Interest Rate
|
|
Final Maturity Date
|
|
Fair Value
|
|
Carrying Amount
|
||||
Description
|
|
|
|
|
||||||||
Note receivable — Production Resource Group - Las Vegas
|
|
7.9%
|
|
Mar. 2029
|
|
$
|
9,555
|
|
|
$
|
10,888
|
|
Note receivable — Reyes
|
|
10.8%
|
|
Feb. 2015
|
|
10,049
|
|
|
9,960
|
|
||
|
|
|
|
|
|
$
|
19,604
|
|
|
$
|
20,848
|
|
|
Reconciliation of Mortgage Loans on Real Estate
|
||||||||||
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions
(a)
|
21,060
|
|
|
—
|
|
|
—
|
|
|||
Amortization and accretion
|
(212
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
20,848
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
We acquired these notes at a discount of $
0.3 million
in the CPA
®
:16 Merger (
Note 6
).
|
Exhibit
No.
|
|
|
Description
|
|
Method of Filing
|
3.1
|
|
|
Articles of Amendment and Restatement
|
|
Incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
3.2
|
|
|
Articles Supplementary
|
|
Incorporated by reference to Current Report on Form 8-K (File No. 000-13779) filed January 28, 2015
|
3.3
|
|
|
Amended and Restated Bylaws
|
|
Incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
4.1
|
|
|
Form of Common Stock Certificate
|
|
Incorporated by reference to Exhibit 4.1 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
4.2
|
|
|
Indenture dated as of March 14, 2014, by and between W. P. Carey Inc., as issuer and U.S. Bank National Association, as trustee
|
|
Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed March 14, 2014
|
4.3
|
|
|
First Supplemental Indenture dated as of March 14, 2014, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee
|
|
Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed March 14, 2014
|
4.4
|
|
|
Form of Global Note Representing $500,000,000 Aggregate Principal Amount of 4.60% Senior Notes due 2024
|
|
Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed March 14, 2014
|
4.5
|
|
|
Second Supplemental Indenture, dated as of January 21, 2015, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee
|
|
Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed January 21, 2015
|
4.6
|
|
|
Form of Note representing €500 Million Aggregate Principal Amount of 2.000% Senior Notes due 2023
|
|
Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed January 21, 2015
|
4.7
|
|
|
Third Supplemental Indenture, dated January 26, 2015, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee
|
|
Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed January 26, 2015
|
4.8
|
|
|
Form of Note representing $450 Million Aggregate Principal Amount of 4.000% Senior Notes due 2025
|
|
Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed January 26, 2015
|
10.1
|
|
|
W. P. Carey Inc. 1997 Non-Employee Directors’ Incentive Plan, as amended
*
|
|
Filed herewith
|
10.2
|
|
|
W. P. Carey Inc. 1997 Share Incentive Plan, as amended *
|
|
Filed herewith
|
Exhibit
No.
|
|
|
Description
|
|
Method of Filing
|
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 *
|
|
Incorporated by reference to Exhibit 10.3 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
10.4
|
|
|
W. P. Carey Inc. Amended and Restated Deferred Compensation Plan for Employees *
|
|
Incorporated by reference to Exhibit 10.4 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
10.5
|
|
|
Amended and Restated W. P. Carey Inc. 2009 Share Incentive Plan *
|
|
Incorporated by reference to Appendix A of Schedule 14A filed April 30, 2013
|
10.6
|
|
|
Form of Share Option Agreement under the 2009 Share Incentive Plan *
|
|
Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed August 6, 2009 (File No. 001-13779)
|
10.7
|
|
|
Form of Restricted Share Agreement under the 2009 Share Incentive Plan *
|
|
Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed August 6, 2009 (File No. 001-13779)
|
10.8
|
|
|
Form of Restricted Share Unit Agreement under the 2009 Share Incentive Plan *
|
|
Incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
10.9
|
|
|
Form of Long-Term Performance Share Unit Award Agreement under the 2009 Share Incentive Plan *
|
|
Incorporated by reference to Exhibit 10.9 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
10.10
|
|
|
W. P. Carey Inc. 2009 Non-Employee Directors’ Incentive Plan (the “2009 Directors Plan”) *
|
|
Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed August 6, 2013
|
10.11
|
|
|
Form of Restricted Share Agreement under the 2009 Directors Plan *
|
|
Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed August 6, 2013
|
10.12
|
|
|
Amended and Restated Advisory Agreement dated as of January 1, 2015 among Corporate Property Associates 17 – Global Incorporated, CPA:17 Limited Partnership and Carey Asset Management Corp.
|
|
Filed herewith
|
10.13
|
|
|
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 Exhibit 10.5 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed August 8, 2008 (File No. 001-13779)
|
10.14
|
|
|
Advisory Agreement dated September 15, 2010 between Carey Watermark Investors Incorporated, CWI OP, LP, and Carey Lodging Advisors, LLC
|
|
Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed November 5, 2010
|
10.15
|
|
|
Amended and Restated Advisory Agreement, dated as of January 1, 2015 by and among Corporate Property Associates 18 – Global Incorporated, CPA:18 Limited Partnership and Carey Asset Management Corp.
|
|
Filed herewith
|
10.16
|
|
|
Dealer Manager Agreement, dated as of May 7, 2013, by and between Corporate Property Associates 18 – Global Incorporated and Carey Financial, LLC
|
|
Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q (File No. 000-54970) filed by Corporate Property Associates 18 – Global Incorporated on June 20, 2013
|
10.17
|
|
|
Dealer Manager Agreement, dated as of December 20, 2013, by and between Carey Watermark Investors Incorporated and Carey Financial, LLC
|
|
Incorporated by reference to Exhibit 10.17 to Annual Report on Form 10-K for the year ended December 31, 2013 filed March 3, 2014
|
10.18
|
|
|
Agreement and Plan of Merger dated as of July 25, 2013, by and between Corporate Property Associates 16 – Global Incorporated, W. P. Carey Inc., WPC REIT Merger Sub Inc., and, for the limited purposes set forth therein, Carey Asset Management Corp., W. P. Carey & Co. B.V. and CPA 16 LLC.
|
|
Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed July 25, 2013
|
Exhibit
No.
|
|
|
Description
|
|
Method of Filing
|
10.19
|
|
|
Term Loan Credit Agreement, dated as of July 31, 2013, among W. P. Carey Inc. and Certain of its Subsidiaries identified therein as Borrowers, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent and the Lenders party thereto
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed August 5, 2013
|
10.20
|
|
|
Second Amended and Restated Credit Agreement, dated as January 31, 2014 (the “Senior Unsecured Credit Facility”), by and among W. P. Carey, as Borrower, certain Subsidiaries of W. P. Carey identified therein, from time to time as Guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on February, 2014
|
10.21
|
|
|
Third amendment to the Senior Unsecured Credit Facility dated as of January 15, 2015
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 20, 2015
|
10.22
|
|
|
Employment Agreement dated as of January 15, 2015, by and among W. P. Carey Inc. and Trevor P. Bond*
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 16, 2015
|
10.23
|
|
|
Employment Agreement dated as of November 13, 2012, by and among W. P. Carey Inc. and Catherine D. Rice*
|
|
Incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 26, 2013
|
10.24
|
|
|
Asset Management Agreement dated as of July 24, 2013 between Corporate Property Associates 18 - Global Incorporated, CPA:18 Limited Partnership and W.P. Carey & Co. B.V.
|
|
Filed herewith
|
10.25
|
|
|
Advisory Agreement, dated as of February 9, 2015 among Cary Watermark Investors 2 Incorporated, CWI2 OP, LP and Carey Lodging Advisors, LLC
|
|
Filed herewith
|
10.26
|
|
|
Dealer Manager Agreement dated as of February 9, 2015 by and between Carey Watermark Investors 2 Incorporated and Carey Financial, LLC
|
|
Filed herewith
|
12
|
|
|
Computations of Ratios of Earnings to Fixed Charges for the Years End December 31, 2014, 2013, 2012, 2011, and 2010
|
|
Filed herewith
|
18.1
|
|
|
Preferability letter of Independent Registered Public Accounting Firm
|
|
Incorporated by reference to Exhibit 18.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed November 5, 2013
|
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
|
|
Incorporated by reference to Exhibit 99.1 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
99.2
|
|
|
Financial Statements of Corporate Property Associates 16 – Global Incorporated
|
|
Incorporated by reference to Exhibit 99.2 to Annual Report on Form 10-K for the year ended December 31, 2013 filed March 3, 2014
|
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, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2014 and 2013, (ii) Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012, (iv) Consolidated Statements of Equity for the years ended December 31, 2014, 2013 and 2012, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012, (vi) Notes to Consolidated Financial Statements, (vii) Schedule II — Valuation and Qualifying Accounts,(viii) Schedule III — Real Estate and Accumulated Depreciation, (ix) Notes to Schedule III, (x) Schedule IV — Mortgage Loans on Real Estate, and (xi) Notes to Schedule IV.
|
|
Filed herewith
|
|
|
|
W. P. Carey Inc.
|
Date:
|
March 2, 2015
|
|
|
|
|
By:
|
/s/ Catherine D. Rice
|
|
|
|
Catherine D. Rice
|
|
|
|
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Trevor P. Bond
|
|
Director and Chief Executive Officer
|
|
March 2, 2015
|
Trevor P. Bond
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Catherine D. Rice
|
|
Chief Financial Officer
|
|
March 2, 2015
|
Catherine D. Rice
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Hisham A. Kader
|
|
Chief Accounting Officer
|
|
March 2, 2015
|
Hisham A. Kader
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Benjamin H. Griswold, IV
|
|
Chairman of the Board and Director
|
|
March 2, 2015
|
Benjamin H. Griswold, IV
|
|
|
|
|
|
|
|
|
|
/s/ Nathaniel S. Coolidge
|
|
Director
|
|
March 2, 2015
|
Nathaniel S. Coolidge
|
|
|
|
|
|
|
|
|
|
/s/ Mark J. DeCesaris
|
|
Director
|
|
March 2, 2015
|
Mark J. DeCesaris
|
|
|
|
|
|
|
|
|
|
/s/ Eberhard Faber IV
|
|
Director
|
|
March 2, 2015
|
Eberhard Faber IV
|
|
|
|
|
|
|
|
|
|
/s/ Axel K.A. Hansing
|
|
Director
|
|
March 2, 2015
|
Axel K.A. Hansing
|
|
|
|
|
|
|
|
|
|
/s/ Jean Hoysradt
|
|
Director
|
|
March 2, 2015
|
Jean Hoysradt
|
|
|
|
|
|
|
|
|
|
/s/ Dr. Karsten von Köller
|
|
Director
|
|
March 2, 2015
|
Dr. Karsten von Köller
|
|
|
|
|
|
|
|
|
|
/s/ Richard C. Marston
|
|
Director
|
|
March 2, 2015
|
Richard C. Marston
|
|
|
|
|
|
|
|
|
|
/s/ Robert E. Mittelstaedt, Jr.
|
|
Director
|
|
March 2, 2015
|
Robert E. Mittelstaedt, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Nicolaas J.M. van Ommen
|
|
Director
|
|
March 2, 2015
|
Nicolaas J.M. van Ommen
|
|
|
|
|
|
|
|
|
|
/s/ Charles E. Parente
|
|
Director
|
|
March 2, 2015
|
Charles E. Parente
|
|
|
|
|
|
|
|
|
|
/s/ Mary M. VanDeWeghe
|
|
Director
|
|
March 2, 2015
|
Mary M. VanDeWeghe
|
|
|
|
|
|
|
|
|
|
/s/ Reginald Winssinger
|
|
Director
|
|
March 2, 2015
|
Reginald Winssinger
|
|
|
|
|
Exhibit
No. |
|
|
Description
|
|
Method of Filing
|
3.1
|
|
|
Articles of Amendment and Restatement
|
|
Incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
3.2
|
|
|
Articles Supplementary
|
|
Incorporated by reference to Current Report on Form 8-K (File No. 000-13779) filed January 28, 2015
|
3.3
|
|
|
Amended and Restated Bylaws
|
|
Incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
4.1
|
|
|
Form of Common Stock Certificate
|
|
Incorporated by reference to Exhibit 4.1 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
4.2
|
|
|
Indenture dated as of March 14, 2014, by and between W. P. Carey Inc., as issuer and U.S. Bank National Association, as trustee
|
|
Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed March 14, 2014
|
4.3
|
|
|
First Supplemental Indenture dated as of March 14, 2014, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee
|
|
Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed March 14, 2014
|
4.4
|
|
|
Form of Global Note Representing $500,000,000 Aggregate Principal Amount of 4.60% Senior Notes due 2024
|
|
Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed March 14, 2014
|
4.5
|
|
|
Second Supplemental Indenture, dated as of January 21, 2015, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee
|
|
Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed January 21, 2015
|
4.6
|
|
|
Form of Note representing €500 Million Aggregate Principal Amount of 2.000% Senior Notes due 2023
|
|
Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed January 21, 2015
|
4.7
|
|
|
Third Supplemental Indenture, dated January 26, 2015, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee
|
|
Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed January 26, 2015
|
4.8
|
|
|
Form of Note representing $450 Million Aggregate Principal Amount of 4.000% Senior Notes due 2025
|
|
Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed January 26, 2015
|
10.1
|
|
|
W. P. Carey Inc. 1997 Non-Employee Directors’ Incentive Plan, as amended *
|
|
Filed herewith
|
10.2
|
|
|
W. P. Carey Inc. 1997 Share Incentive Plan, as amended *
|
|
Filed herewith
|
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 *
|
|
Incorporated by reference to Exhibit 10.3 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
10.4
|
|
|
W. P. Carey Inc. Amended and Restated Deferred Compensation Plan for Employees *
|
|
Incorporated by reference to Exhibit 10.4 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
10.5
|
|
|
Amended and Restated W. P. Carey Inc. 2009 Share Incentive Plan *
|
|
Incorporated by reference to Appendix A of Schedule 14A filed April 30, 2013
|
Exhibit
No. |
|
|
Description
|
|
Method of Filing
|
10.6
|
|
|
Form of Share Option Agreement under the 2009 Share Incentive Plan *
|
|
Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed August 6, 2009 (File No. 001-13779)
|
10.7
|
|
|
Form of Restricted Share Agreement under the 2009 Share Incentive Plan *
|
|
Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed August 6, 2009 (File No. 001-13779)
|
10.8
|
|
|
Form of Restricted Share Unit Agreement under the 2009 Share Incentive Plan *
|
|
Incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
10.9
|
|
|
Form of Long-Term Performance Share Unit Award Agreement under the 2009 Share Incentive Plan *
|
|
Incorporated by reference to Exhibit 10.9 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
10.10
|
|
|
W. P. Carey Inc. 2009 Non-Employee Directors’ Incentive Plan (the “2009 Directors Plan”) *
|
|
Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed August 6, 2013
|
10.11
|
|
|
Form of Restricted Share Agreement under the 2009 Directors Plan *
|
|
Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed August 6, 2013
|
10.12
|
|
|
Amended and Restated Advisory Agreement dated as of January 1, 2015 among Corporate Property Associates 17 – Global Incorporated, CPA:17 Limited Partnership and Carey Asset Management Corp.
|
|
Filed herewith
|
10.13
|
|
|
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 Exhibit 10.5 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed August 8, 2008 (File No. 001-13779)
|
10.14
|
|
|
Advisory Agreement dated September 15, 2010 between Carey Watermark Investors Incorporated, CWI OP, LP, and Carey Lodging Advisors, LLC
|
|
Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed November 5, 2010
|
10.15
|
|
|
Amended and Restated Advisory Agreement, dated as of January 1, 2015 by and among Corporate Property Associates 18 – Global Incorporated, CPA:18 Limited Partnership and Carey Asset Management Corp.
|
|
Filed herewith
|
10.16
|
|
|
Dealer Manager Agreement, dated as of May 7, 2013, by and between Corporate Property Associates 18 – Global Incorporated and Carey Financial, LLC
|
|
Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q (File No. 000-54970) filed by Corporate Property Associates 18 – Global Incorporated on June 20, 2013
|
10.17
|
|
|
Dealer Manager Agreement, dated as of December 20, 2013, by and between Carey Watermark Investors Incorporated and Carey Financial, LLC
|
|
Incorporated by reference to Exhibit 10.17 to Annual Report on Form 10-K for the year ended December 31, 2013 filed March 3, 2014
|
10.18
|
|
|
Agreement and Plan of Merger dated as of July 25, 2013, by and between Corporate Property Associates 16 – Global Incorporated, W. P. Carey Inc., WPC REIT Merger Sub Inc., and, for the limited purposes set forth therein, Carey Asset Management Corp., W. P. Carey & Co. B.V. and CPA 16 LLC.
|
|
Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed July 25, 2013
|
10.19
|
|
|
Term Loan Credit Agreement, dated as of July 31, 2013, among W. P. Carey Inc. and Certain of its Subsidiaries identified therein as Borrowers, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent and the Lenders party thereto
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed August 5, 2013
|
Exhibit
No. |
|
|
Description
|
|
Method of Filing
|
10.20
|
|
|
Second Amended and Restated Credit Agreement, dated as January 31, 2014 (the “Senior Unsecured Credit Facility”), by and among W. P. Carey, as Borrower, certain Subsidiaries of W. P. Carey identified therein, from time to time as Guarantors, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on February, 2014
|
10.21
|
|
|
Third amendment to the Senior Unsecured Credit Facility dated as of January 15, 2015
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 20, 2015
|
10.22
|
|
|
Employment Agreement dated as of January 15, 2015, by and among W. P. Carey Inc. and Trevor P. Bond*
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 16, 2015
|
10.23
|
|
|
Employment Agreement dated as of November 13, 2012, by and among W. P. Carey Inc. and Catherine D. Rice*
|
|
Incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 26, 2013
|
10.24
|
|
|
Asset Management Agreement dated as of July 24, 2013 between Corporate Property Associates 18 - Global Incorporated, CPA:18 Limited Partnership and W.P. Carey & Co. B.V.
|
|
Filed herewith
|
10.25
|
|
|
Advisory Agreement, dated as of February 9, 2015 among Cary Watermark Investors 2 Incorporated, CWI2 OP, LP and Carey Lodging Advisors, LLC
|
|
Filed herewith
|
10.26
|
|
|
Dealer Manager Agreement dated as of February 9, 2015 by and between Carey Watermark Investors 2 Incorporated and Carey Financial, LLC
|
|
Filed herewith
|
12
|
|
|
Computations of Ratios of Earnings to Fixed Charges for the Years End December 31, 2014, 2013, 2012, 2011, and 2010
|
|
Filed herewith
|
18.1
|
|
|
Preferability letter of Independent Registered Public Accounting Firm
|
|
Incorporated by reference to Exhibit 18.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed November 5, 2013
|
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
|
|
Incorporated by reference to Exhibit 99.1 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013
|
99.2
|
|
|
Financial Statements of Corporate Property Associates 16 – Global Incorporated
|
|
Incorporated by reference to Exhibit 99.2 to Annual Report on Form 10-K for the year ended December 31, 2013 filed March 3, 2014
|
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, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2014 and 2013, (ii) Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012, (iv) Consolidated Statements of Equity for the years ended December 31, 2014, 2013 and 2012, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012, (vi) Notes to Consolidated Financial Statements, (vii) Schedule II — Valuation and Qualifying Accounts,(viii) Schedule III — Real Estate and Accumulated Depreciation, (ix) Notes to Schedule III, (x) Schedule IV — Mortgage Loans on Real Estate, and (xi) Notes to Schedule IV.
|
|
Filed herewith
|
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|
9
|
|
|
10
|
|
|
11
|
|
|
12
|
|
|
13
|
|
|
14
|
|
Type of Investment
|
Asset Management Fee
|
Long-Term Net Leased Properties
|
0.50% of the Average Market Value
|
B Notes, mortgage backed securities and Loans
|
1.75% of the Average Equity Value
|
Investments in readily marketable real estate securities (other than B Notes, mortgage backed securities and Loans) purchased on the secondary market
|
1.50% of the Average Equity Value
|
All other Investments not described in the foregoing categories, such as interests in entities that own real estate or are engaged in real estate related businesses, short-term net leases and equity investments in real property
|
0.50% of the Average Market Value
|
Type of Investment
|
Initial Acquisition Fee
|
Long term Net Leased Properties
|
2.5% of the aggregate Total Investment Cost
|
B Notes, mortgage backed securities and Loans
|
1.0% of the sum of (x) the Average Equity Value, plus (y) the Acquisition Fees paid by CPA: 17 in respect of the Investment.
|
Investments in readily marketable real estate securities (other than B notes, mortgage backed securities and Loans) purchased on the secondary market
|
None
|
All other Investments not described in the foregoing categories, such as interests in entities that own real estate or are engaged in real estate related businesses, short term net leases and equity investments in real property
|
1.75% of the sum of (x) the equity capital invested by CPA: 17 in the Investment plus (y) the Acquisition Fees paid by CPA: 17 in respect of the Investment.
|
|
15
|
|
Type of Investment
|
Subordinated Acquisition Fee
|
Long term Net Leased Properties
|
2.0% of the aggregate Total Investment Cost.
|
All other Investments not described in the foregoing category
|
None
|
|
16
|
|
|
17
|
|
|
18
|
|
|
19
|
|
|
20
|
|
|
21
|
|
|
22
|
|
|
23
|
|
|
24
|
|
To the Board
and to CPA: 17: |
Corporate Property Associates 17 – Global Incorporated
50 Rockefeller Plaza New York, NY 10020 Attention: Chair of the Audit Committee of the Board of Directors |
|
|
To the Operating Partnership:
|
c/o Corporate Property Associates 17 - Global Incorporated
50 Rockefeller Plaza
New York, NY 10020
Attention: Chair of the Audit Committee of the Board of Directors |
|
|
To the Advisor:
|
Carey Asset Management Corp.
50 Rockefeller Plaza
New York, NY 10020
|
|
|
|
25
|
|
|
26
|
|
|
27
|
|
CORPORATE PROPERTY ASSOCIATES 17 - GLOBAL INCORPORATED
|
|
By:
|
/s/ Thomas E. Zacharias
|
Name: Thomas E. Zacharias
|
|
Title: Chief Operating Officer
|
CAREY ASSET MANAGEMENT CORP.
|
|
By:
|
/s/ Susan C. Hyde
|
Name: Susan C. Hyde
|
|
Title: Managing Director and Corporate Secretary
|
CPA:17 LIMITED PARTNERSHIP
By: CORPORATE PROPERTY ASSOCIATES 17 - GLOBAL INCORPORATED, its general partner
|
|
By:
|
/s/ Thomas E. Zacharias
|
Name: Thomas E. Zacharias
|
|
Title: Chief Operating Officer
|
|
28
|
|
•
|
whether an Investment Entity is still in its fundraising and acquisition stage, or has substantially invested the proceeds from its fundraising stage;
|
•
|
the amount of funds available for investment by an Investment Entity and the length of time that such funds have been available for investment;
|
•
|
the effect of the Investment on the diversification of an Investment Entity’s portfolio;
|
•
|
the effect of the Investment on the profile of an Investment Entity’s mortgage maturity profile;
|
•
|
the ability of an Investment Entity to service any debt associated with the Investment;
|
•
|
the effect of the Investment on the ability of the Investment Entity to comply with any restrictions on investments and indebtedness contained in the Investment Entity’s governing documents and public SEC filings, in any contract or in any law or regulation applicable to the Investment Entity;
|
•
|
whether an Investment Entity was formed for the purpose of making a particular type of investment;
|
•
|
the financial attributes of the Investment;
|
•
|
the effect of the Investment on the Investment Entity’s intention to qualify as a REIT, partnership or other type of entity for tax purposes; and
|
•
|
the effect of the Investment on an Investment Entity’s intention not to be subject to regulation under the Investment Company Act of 1940, as amended.
|
|
1
|
|
|
1
|
|
|
2
|
|
Transaction Type
|
Flat Rate
(per Transaction)
|
Acquisitions
|
0.25% of
Total Investment Cost
|
|
|
Asset Management Transactions:
|
|
Financings
|
$20,000
|
Lease Amendments – Simple
|
$7,000
|
Lease Amendments – Complex
|
$50,000
|
Dispositions
|
$25,000
|
Lines of Credit
|
$100,000
|
Other Corporate Matters
|
$2,000
|
Note:
|
The fees shown above are for the entirety of a transaction. Fees shall be allocated among affiliated members of a joint venture based on percentage ownership.
|
|
3
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
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5
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6
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7
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8
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9
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|
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10
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11
|
|
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12
|
|
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13
|
|
Type of Investment
|
Asset Management Fee
|
Investments in readily marketable real estate securities purchased on the secondary market
|
1.50% of the Average Equity Value
|
All other Investments not described in the foregoing category
|
0.50% of the Average Market Value
|
|
14
|
|
|
15
|
|
|
16
|
|
|
17
|
|
|
18
|
|
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19
|
|
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20
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21
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|
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22
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23
|
|
To the Board
and to CPA: 18: |
Corporate Property Associates 18 — Global Incorporated
50 Rockefeller Plaza New York, NY 10020 Attention: Chairman of the Audit Committee of the Board of Directors |
|
|
To the Operating Partnership:
|
CPA: 18 Limited Partnership
c/o Corporate Property Associates 18 — Global Incorporated
50 Rockefeller Plaza
New York, NY 10020
Attention: Chairman of the Audit Committee of the Board of Directors |
|
|
To the Advisor:
|
Carey Asset Management Corp.
50 Rockefeller Plaza
New York, NY 10020
|
|
|
|
24
|
|
|
25
|
|
|
26
|
|
CORPORATE PROPERTY ASSOCIATES 18 —GLOBAL INCORPORATED
|
|
By:
|
/s/ Thomas E. Zacharias
|
Name: Thomas E. Zacharias
|
|
Title: Chief Operating Officer
|
CAREY ASSET MANAGEMENT CORP.
|
|
By:
|
/s/ Susan C. Hyde
|
Name: Susan C. Hyde
|
|
Title:
Managing Director and Corporate Secretary
|
CPA: 18 LIMITED PARTNERSHIP
|
|
By: CORPORATE PROPERTY ASSOCIATES 18 —
GLOBAL INCORPORATED, its general partner
|
|
By:
|
/s/ Thomas E. Zacharias
|
Name: Thomas E. Zacharias
|
|
Title: Chief Operating Officer
|
AMR-382467-v5
|
|
80-40509071
|
•
|
whether an Investment Entity is still in its fundraising and acquisition stage, or has substantially invested the proceeds from its fundraising stage;
|
•
|
the amount of funds available for investment by an Investment Entity and the length of time that such funds have been available for investment;
|
•
|
the effect of the Investment on the diversification of an Investment Entity’s portfolio;
|
•
|
the effect of the Investment on the profile of an Investment Entity’s mortgage maturity profile;
|
•
|
the ability of an Investment Entity to service any debt associated with the Investment;
|
•
|
the effect of the Investment on the ability of the Investment Entity to comply with any restrictions on investments and indebtedness contained in the Investment Entity’s governing documents and public SEC filings, in any contract or in any law or regulation applicable to the Investment Entity;
|
•
|
whether an Investment Entity was formed for the purpose of making a particular type of investment;
|
•
|
the financial attributes of the Investment;
|
•
|
the effect of the Investment on the Investment Entity’s intention to qualify as a REIT, partnership or other type of entity for tax purposes; and
|
•
|
the effect of the Investment on an Investment Entity’s intention not to be subject to regulation under the Investment Company Act of 1940, as amended.
|
Transaction Type
|
Flat Rate
(per Transaction)
|
|
Acquisitions
|
0.25% of
Total Investment Cost
|
|
|
|
|
Asset Management Transactions:
|
|
|
Financings
|
$20,000
|
|
Lease Amendments – Simple
|
$7,000
|
|
Lease Amendments – Complex
|
$50,000
|
|
Dispositions
|
$25,000
|
|
Lines of Credit
|
$100,000
|
|
Other Corporate Matters
|
$2,000
|
|
|
|
|
|
|
|
|
|
-
2
-
|
|
|
-
3
-
|
|
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-
4
-
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|
-
5
-
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-
6
-
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|
|
-
7
-
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|
-
8
-
|
|
|
-
9
-
|
|
|
-
10
-
|
|
|
-
11
-
|
|
|
-
12
-
|
|
|
-
13
-
|
|
|
-
14
-
|
|
|
-
15
-
|
|
|
-
16
-
|
|
|
-
17
-
|
|
To the Board, CPA: 18 and the Operating Partnership:
|
Corporate Property Associates 18 - Global Incorporated
|
|
50 Rockefeller Plaza
|
|
New York, NY 10020
Attention: Chairman of the Audit Committee of the Board of Directors
|
|
|
To the Manager:
|
W.P. Carey & Co. B.V.
|
|
Strawinskylaan 741, C-7
|
|
1077XX Amsterdam
|
|
The Netherlands
|
|
|
|
-
18
-
|
|
|
-
19
-
|
|
Name:
|
Catherine D. Rice
|
Title:
|
Chief Financial Officer
|
Name:
|
Catherine D. Rice
|
Title:
|
Chief Financial Officer
|
Name:
|
Greg Butchart
|
Title:
|
Managing Director
|
Name:
|
Thomas E. Zacharias
|
Title:
|
Managing Director
|
|
|
|
|
A
-
2
|
|
|
A
-
2
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|||
|
|||
|
ADVISORY AGREEMENT
|
|
|
|
|
CONTENTS
|
|
|
Page
|
|
|
|
|
|
|
|
-
1
-
|
|
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-
2
-
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-
3
-
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-
4
-
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-
5
-
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-
6
-
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|
-
7
-
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-
8
-
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-
9
-
|
|
To the Board
and to CWI 2 : |
Carey Watermark Investors 2 Incorporated
50 Rockefeller Plaza
New York, NY 10020
|
|
|
To the Operating Partnership:
|
c/o Carey Watermark Investors 2 Incorporated
50 Rockefeller Plaza
New York, NY 10020
|
|
|
To the Advisor:
|
Carey Lodging Advisors, LLC
50 Rockefeller Plaza
New York, NY 10020
With a copy to:
Carey Asset Management Corp.
50 Rockefeller Plaza
New York, NY 10020 and
During the term of the Subadvisory Agreement, with a copy to:
CWA, LLC
c/o Watermark Capital Partners, LLC
272 East Deerpath Road, Suite 320
Lake Forest, IL 60045
|
|
|
|
-
10
-
|
|
CAREY WATERMARK INVESTORS 2 INCORPORATED
|
|
By:
|
/s/ Thomas E. Zacharias
|
Name: Thomas E. Zacharias
|
|
Title: Chief Operating Officer
|
CWI 2 OP, LP
|
|
By:
|
CAREY WATERMARK INVESTORS 2
INCORPORATED, its General Partner
|
By:
|
/s/ Thomas E. Zacharias
|
Name: Thomas E. Zacharias
Title: Chief Operating Officer
|
|
|
|
-
11
-
|
|
CAREY LODGING ADVISORS, LLC
By: CAREY ASSET MANAGEMENT CORP., as sole member
|
|
By:
|
/s/ Susan C. Hyde
|
Name: Susan C. Hyde
|
|
Title: Managing Director and Secretary
|
|
-
12
-
|
|
•
|
whether an entity is still in its fundraising and acquisition stage, or has substantially invested the proceeds from its fundraising stage;
|
•
|
the amount of funds available for investment by an entity and the length of time that such funds have been available for investment;
|
•
|
the effect of the Investment on the diversification of an entity's portfolio;
|
•
|
the effect of the Investment on the profile of an entity's mortgage maturity profile;
|
•
|
the ability of an entity to service any debt associated with the Investment;
|
•
|
the effect of the Investment on the ability of the entity to comply with any restrictions on investments and indebtedness contained in the Investment Entity's governing documents and public SEC filings, in any contract or in any law or regulation applicable to the Investment Entity;
|
•
|
whether an entity was formed for the purpose of making a particular type of investment;
|
•
|
the financial attributes of the Investment;
|
•
|
the future capital expenditures and other investments planned for the Investment;
|
•
|
the effect of the Investment on the Investment Entity's intention to qualify as a REIT, partnership or other type of entity for tax purposes; and
|
|
A-
1
|
|
•
|
the effect of the Investment on an Investment Entity's intention not to be subject to regulation under the Investment Company Act of 1940, as amended.
|
|
A-
2
|
|
|
B-
1
|
|
|
B-
2
|
|
RE:
|
CAREY WATERMARK INVESTORS 2 INCORPORATED
|
1.
|
Representations And Warranties Of The Company.
The Company hereby represents, warrants and agrees during the term of this Agreement as follows:
|
(a)
|
Registration Statement and Prospectus
. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333-196681) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that:
|
(i)
|
if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as
|
(ii)
|
if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein.
|
(b)
|
Compliance With the Securities Act.
During the term of this Agreement:
|
(i)
|
the Registration Statement, the Prospectus and any amendments or supplements thereto have complied, and will comply, in all material respects with the Securities Act, the Securities Act Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”);
|
(ii)
|
the Registration Statement does not, and any amendment thereto will not, in each case as of the applicable Effective Date, include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Prospectus does not, and any amendment or supplement thereto will not, as of the applicable filing date, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that the foregoing provisions of this Section 1(b) will not extend to any statements contained in or omitted from the Registration Statement or the Prospectus that are based upon written information furnished to the Company by the Dealer Manager expressly for use in the Registration Statement or Prospectus; and
|
(iii)
|
the documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they are hereafter filed with the Commission, will comply in all material respects with the requirements of the Exchange Act and the Exchange Act Rules and Regulations, and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date of each post-effective amendment to the Registration Statement, did not and will not include an untrue statement of a material fact or omit to state a material fact required to
|
(c)
|
Securities Matters.
There has not been:
|
(i)
|
any request by the Commission for any further amendment to the Registration Statement or the Prospectus or for any additional information;
|
(ii)
|
any issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or, to the Company’s knowledge, threat of any proceeding for that purpose; or
|
(iii)
|
any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or any initiation or, to the Company’s knowledge, threat of any proceeding for such purpose.
|
(d)
|
Corporate Status and Good Standing
. The Company is a corporation duly organized and validly existing under the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.
|
(e)
|
Authorization of Agreement.
This Agreement is duly and validly authorized, executed and delivered by or on behalf of the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws.
|
(f)
|
Absence of Conflict or Default.
The execution and delivery of this Agreement and the performance of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of the terms hereof, do not and will not conflict with, or result in a breach of any of the terms and provisions of, or constitute a default under:
|
(i)
|
the Company’s or any of its subsidiaries’ charter, bylaws, or other organizational documents, as the case may be;
|
(ii)
|
any indenture, mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their properties is bound except, for purposes of this clause (ii) only, for such conflicts, breaches or defaults that do not result in and could not reasonably be expected to result in, individually or in the aggregate, a Company MAE (as defined below in this Section 1(f)); or
|
(iii)
|
any statute, rule or regulation or order of any court or other governmental agency or body having jurisdiction over the Company, any of its subsidiaries or any of their properties.
|
(g)
|
Actions or Proceedings.
As of the initial Effective Date, there are no actions, suits or proceedings against, or investigations of, the Company or its subsidiaries pending or, to the knowledge of the Company, threatened, before any court, arbitrator, administrative agency or other tribunal:
|
(iv)
|
asserting the invalidity of this Agreement;
|
(v)
|
seeking to prevent the issuance of the Shares or the consummation of any of the transactions contemplated by this Agreement;
|
(vi)
|
that would reasonably be expected to materially and adversely affect the performance by the Company of its obligations under or the validity or enforceability of, this Agreement or the Shares;
|
(vii)
|
that would reasonably be expected to result in a Company MAE, or
|
(viii)
|
seeking to affect adversely the federal income tax attributes of the Shares except as described in the Prospectus.
|
(h)
|
Escrow Agreement.
The Company will enter into an escrow agreement (the “Escrow Agreement”) with the Dealer Manager and UMB Bank, N.A. (the “Escrow Agent”), substantially in the form included as an exhibit to the Registration Statement.
|
(i)
|
Sales Literature.
Any supplemental sales literature or advertisement (including, without limitation any “broker-dealer use only” or institutional material), regardless of how labeled or described, used in addition to the Prospectus in connection with the Offering which previously has been, or hereafter is, furnished or approved by the Company (collectively, “Approved Sales
|
(j)
|
Authorization of Shares.
The Shares have been duly authorized and, when issued and sold as contemplated by the Prospectus and upon payment therefor as provided in this Agreement and the Prospectus, will be validly issued, fully paid and nonassessable and will conform in all material aspects to the description thereof contained in the Prospectus.
|
(k)
|
Taxes.
Any taxes, fees and other governmental charges in connection with the execution and delivery of this Agreement or the execution, delivery and sale of the Shares have been or will be paid when due.
|
(l)
|
Investment Company.
The Company is not, and neither the offer or sale of the Shares nor any of the activities of the Company will cause the Company to be, an “investment company” or under the control of an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.
|
(m)
|
Tax Returns.
The Company has filed or will file all material federal, state and foreign income tax returns required to be filed by or on behalf of the Company on or before the due dates therefor (taking into account all extensions of time to file) and has paid or provided for the payment of all such material taxes, except those being contested in good faith, indicated by such tax returns and all assessments received by the Company to the extent that such taxes or assessments have become due.
|
(n)
|
REIT Qualifications.
The Company will make a timely election to be subject to tax as a REIT pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) for its taxable year ended December 31, 2015, or the first year during which the Company begins material operations. The Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT. The Company’s current and proposed method of operation as described in the Registration Statement and the Prospectus will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.
|
(o)
|
Independent Registered Public Accounting Firm.
The accountants who have certified certain financial statements appearing in the Prospectus are an independent registered public accounting firm within the meaning of the Securities Act and the Securities Act Rules and Regulations. Such accountants have not been engaged by the Company to perform any “prohibited activities” (as defined in Section 10A of the Exchange Act).
|
(p)
|
Preparation of the Financial Statements.
The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement or any applicable Prospectus.
|
(q)
|
Material Adverse Change.
Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated therein or contemplated thereby, there has not occurred a Company MAE, whether or not arising in the ordinary course of business.
|
(r)
|
Government Permits.
The Company and its subsidiaries possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, other than those the failure to possess or own would not have, individually or in the aggregate, a Company MAE. Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Company MAE.
|
(s)
|
Properties.
Except as otherwise disclosed in the Prospectus and except as would not result in, individually or in the aggregate, a Company MAE:
|
(ix)
|
all properties and assets described in the Prospectus are owned with good and marketable title by the Company and its subsidiaries; and
|
(x)
|
all liens, charges, encumbrances, claims or restrictions on or affecting any of the properties and assets of any of the Company or its subsidiaries which are required to be disclosed in the Prospectus are disclosed therein.
|
(t)
|
Hazardous Materials.
The Company does not have any knowledge of:
|
(xi)
|
the unlawful presence of any hazardous substances, hazardous materials, toxic substances or waste materials (collectively, “Hazardous Materials”) on any of the properties owned by it or its subsidiaries or subject to mortgage loans owned by the Company or any of its subsidiaries; or
|
(xii)
|
any unlawful spills, releases, discharges or disposal of Hazardous Materials that have occurred or are presently occurring off such properties as a result of any construction on or operation and use of such properties, which presence or occurrence in the case of clauses (i) and (ii) would result in, individually or in the aggregate, a Company MAE.
|
1.
|
Representations and Warranties of the Dealer Manager.
The Dealer Manager represents and warrants to the Company during the term of this Agreement that:
|
(a)
|
Organization Status.
The Dealer Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.
|
(b)
|
Authorization of Agreement.
This Agreement has been duly authorized, executed and delivered by the Dealer Manager, and assuming due authorization, execution and delivery of this Agreement
|
(c)
|
Absence of Conflict or Default.
The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Dealer Manager will not conflict with or constitute a default under:
|
(i)
|
its organizational documents;
|
(ii)
|
any indenture, mortgage, deed of trust or lease to which the Dealer Manager is a party or by which it may be bound, or to which any of the property or assets of the Dealer Manager is subject; or
|
(iii)
|
any statute, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Dealer Manager or its assets, properties or operations, except in the case of clause (ii) or (iii) for such conflicts or defaults that would not individually or in the aggregate have a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of the Dealer Manager.
|
(d)
|
Broker-Dealer Registration; FINRA Membership.
The Dealer Manager is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a member in good standing of FINRA, and a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement. Moreover, the Dealer Manager’s employees and representatives have all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement.
|
2.
|
Offering and Sale of the Shares.
Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Selected Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. Upon the terms and subject to the conditions set forth in this Agreement, the Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its best efforts to sell or cause to be sold the Shares in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement.
|
(a)
|
Selected Dealers.
The Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by the Dealer Manager and other securities dealers the Dealer Manager may retain (collectively the “Selected Dealers”); provided, however, that:
|
(i)
|
the Dealer Manager reasonably believes that all Selected Dealers are registered with the Commission, members of FINRA and are duly licensed or registered by the regulatory authorities in the jurisdictions in which they will offer and sell Shares; and
|
(ii)
|
all such engagements are evidenced by written agreements, the terms and conditions of which substantially conform to the form of Selected Dealer Agreement substantially in the form of Exhibit A hereto (the “Selected Dealer Agreement”).
|
(b)
|
Subscription Documents.
Each person desiring to purchase Shares through the Dealer Manager, or any other Selected Dealer, will be required to complete and execute the subscription documents described in the Prospectus.
|
(c)
|
Completed Sale.
A sale of a Share shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if:
|
(i)
|
the Company or an agent of the Company has received a properly completed and executed Order Form, together with payment of the full purchase price of each purchased Share, from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Selected Dealer or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement;
|
(ii)
|
the Company has accepted such subscription; and
|
(iii)
|
such investor has been admitted as a shareholder of the Company.
|
(d)
|
Dealer-Manager Compensation.
|
(iv)
|
Subject to the volume discounts and other special circumstances described in or otherwise provided in the “The Offering/Plan of Distribution” section of the Prospectus or this Section 3(d), the Company agrees to pay the Dealer Manager selling commissions in the amount of seven percent (7.0%) of the selling price of each Class A Share for which a sale is completed in the Primary Offering. The Company will not pay selling commissions for sales of Class A Shares pursuant to the DRIP. The Company will pay reduced selling commissions or may eliminate commissions on certain sales of Class A Shares, including the reduction or elimination of selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will re-allow all the selling commissions, subject to federal and state securities laws, to the Selected Dealer who sold the Shares.
|
(v)
|
Subject to the special circumstances described in or otherwise provided in the “The Offering/Plan of Distribution” section of the Prospectus or this Section 3(d), as compensation for acting as the dealer manager, the Company will pay the Dealer Manager, a dealer manager fee in the amount of three percent (3.0%) of the selling price of each Class A Share for which a sale is completed from the Shares offered in the Primary Offering (the “Dealer Manager Fee”). No Dealer Manager Fee will be paid in connection with Shares sold pursuant to the DRIP.
|
(vi)
|
All selling commissions and Dealer Manager fees payable to the Dealer Manager will be paid at least within ten (10) business days after the investor subscribing for the Share is admitted as a shareholder of the Company, in an amount equal to the sales commissions payable with respect to such Shares. The Dealer Manager acknowledges that no commissions, payments or amount will be paid to the Dealer Manager unless and until the gross proceeds of the Shares sold are disbursed to the Company in accordance with the terms of the Escrow Agreement.
|
(vii)
|
In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Selected Dealers participating in the Offering, including, but not limited to, selling commissions and the Dealer Manager Fee exceed ten percent (10.0%) of gross offering proceeds from the Primary Offering in the aggregate.
|
(viii)
|
Notwithstanding anything to the contrary contained herein, if the Company pays any selling commission to the Dealer Manager for sale by a Selected Dealer of one or more Shares and the subscription is rescinded as to one or more of the Shares covered by such subscription, then the Company shall decrease the next payment of selling commissions or other compensation otherwise payable to the Dealer Manager by the Company under this Agreement by an amount equal to the commission rate established in this Section 3(d), multiplied by the number of Shares as to which the subscription is rescinded. If no payment of selling commissions or other compensation is due to the Dealer Manager after such withdrawal occurs, then the Dealer Manager shall pay the amount specified in the preceding sentence to the Company within a reasonable period of time not to exceed thirty (30) days following receipt of notice by the Dealer Manager from the Company stating the amount owed as a result of rescinded subscriptions.
|
(e)
|
Reasonable Bona Fide Due Diligence Expenses.
In addition to any payments to the Dealer Manager pursuant to Section 3(d), the Company shall reimburse the Dealer Manager or any Selected Dealer for reasonable bona fide due diligence expenses incurred by the Dealer Manager or any Selected Dealer to the extent permitted pursuant to the rules and regulations of FINRA, provided, however, that no due diligence expenses shall be reimbursed by the Company pursuant to this Section 3(e) which would cause the aggregate of all of the Company’s expenses described in Section 3(f) and compensation paid to the Dealer Manager and any Selected Dealer pursuant to Section 3(d) to exceed 15% of the gross proceeds from the sale of the Primary Shares. Also, the Company shall only reimburse the Dealer Manager or any Selected Dealer for such approved bona fide due diligence expenses to the extent such expenses have actually been incurred and are supported by detailed and itemized invoice(s) provided to the Company.
|
(f)
|
Company Expenses.
Subject to the limitations described above, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with:
|
(ix)
|
the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus,
|
(x)
|
the preparation, issuance and delivery of certificates, if any, for the Shares, including any stock or other transfer taxes or duties payable upon the sale of the Shares;
|
(xi)
|
all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors;
|
(xii)
|
the qualification of the Shares for offering and sale under state laws in the states that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys;
|
(xiii)
|
the filing fees in connection with filing for review by FINRA of all necessary documents and information relating to the Offering and the Shares;
|
(xiv)
|
the fees and expenses of any transfer agent or registrar for the Shares and miscellaneous expenses referred to in the Registration Statement;
|
(xv)
|
all costs and expenses incident to the travel and accommodation of the personnel of Carey Lodging Advisors, LLC, advisor to the Company (the “Advisor”), and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Selected Dealers and other broker-dealers and financial advisors with respect to the offering of the Shares; and
|
(xvi)
|
the performance of the Company’s other obligations hereunder.
|
3.
|
Conditions to the Dealer Manager’s Obligations.
The Dealer Manager’s obligations hereunder shall be subject to the following terms and conditions:
|
(a)
|
The representations and warranties on the part of the Company contained in this Agreement hereof shall be true and correct in all material respects and the Company shall have complied with its covenants, agreements and obligations contained in this Agreement in all material respects;
|
(b)
|
The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and, to the best knowledge of the Company, no proceedings for that purpose shall have been instituted, threatened or contemplated by the Commission; and any request by the Commission for additional information (to be included in the Registration Statement or Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Dealer Manager.
|
4.
|
Covenants of the Company.
The Company covenants and agrees with the Dealer Manager as follows:
|
(a)
|
Registration Statement.
The Company will use its best efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible and will furnish a copy of any proposed amendment or supplement of the Registration Statement or the Prospectus to the Dealer Manager. The Company will comply in all material respects with all federal and state securities laws, rules and regulations which are required to be complied with in order to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and of the Prospectus.
|
(b)
|
Commission Orders.
If the Commission shall issue any stop order or any other order preventing or suspending the use of the Prospectus, or shall institute any proceedings for that purpose, then the Company will promptly notify the Dealer Manager and use its best efforts to prevent the issuance of any such order and, if any such order is issued, to use its best efforts to obtain the removal thereof as promptly as possible.
|
(c)
|
Blue Sky Qualifications.
The Company will use its best efforts to qualify the Shares for offering and sale under the securities or blue sky laws of such jurisdictions as the Dealer Manager and the Company shall mutually agree upon and to make such applications, file such documents and furnish such information as may be reasonably required for that purpose. The Company will, at the Dealer Manager’s request, furnish the Dealer Manager with a copy of such papers filed by the Company in connection with any such qualification. The Company will promptly advise the Dealer Manager of the issuance by such securities administrators of any stop order preventing or suspending the use of the Prospectus or of the institution of any proceedings for that purpose, and will use its best efforts to prevent the issuance of any such order and if any such order is issued, to use its best efforts to obtain the removal thereof as promptly as possible. The Company will furnish the Dealer Manager with a Blue Sky Survey dated as of the initial Effective Date, which will be supplemented to reflect changes or additions to the information disclosed in such survey.
|
(d)
|
Amendments and Supplements.
If, at any time when a Prospectus relating to the Shares is required to be delivered under the Securities Act, any event shall have occurred to the knowledge of the Company, or the Company receives notice from the Dealer Manager that it believes such an event has occurred, as a result of which the Prospectus or any Approved Sales Literature as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Prospectus relating to the Shares to comply with the Securities Act, then the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will prepare and file with the Commission an amendment or supplement which will correct such statement or effect such compliance to the extent required, and shall make available to the Dealer Manager thereof sufficient copies for its own use and/or distribution to the Selected Dealers.
|
(e)
|
Requests from Commission.
The Company will promptly advise the Dealer Manager of any request made by the Commission or a state securities administrator for amending the Registration Statement, supplementing the Prospectus or for additional information.
|
(f)
|
Copies of Registration Statement.
The Company will furnish the Dealer Manager with one signed copy of the Registration Statement, including its exhibits, and such additional copies of the
|
(g)
|
Qualification to Transact Business.
The Company will take all steps necessary to ensure that at all times the Company will validly exist as a Maryland corporation and will be qualified to do business in all jurisdictions in which the conduct of its business requires such qualification and where such qualification is required under local law.
|
(h)
|
Authority to Perform Agreements.
The Company undertakes to obtain all consents, approvals, authorizations or orders of any court or governmental agency or body which are required for the Company’s performance of this Agreement and under the Company’s Articles of Amendment and Restatement (as the same may be amended, supplemented or otherwise modified from time to time, the “Company’s Charter”) and the Company's by-laws, each in the form included as exhibits to the Registration Statement for the consummation of the transactions contemplated hereby and thereby, respectively, or the conducting by the Company of the business described in the Prospectus.
|
(i)
|
Sales Literature.
The Company will furnish to the Dealer Manager as promptly as shall be practicable upon request any Approved Sales Literature (provided that the use of said material has been first approved for use to the extent required by all appropriate regulatory agencies). Any supplemental sales literature or advertisement, regardless of how labeled or described, used in addition to the Prospectus in connection with the Offering which is furnished or approved by the Company (including, without limitation, Approved Sales Literature) shall, to the extent required, be filed with and, to the extent required, approved by the appropriate securities agencies and bodies, provided that the Dealer Manager will make all FINRA filings, to the extent required. The Company will not (and will instruct its affiliates not to): show or give to any investor or prospective investor or reproduce any material or writing that is marked “broker-dealer use only,” institutional or otherwise bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public; or show or give to any investor or prospective investor in a particular jurisdiction any material or writing if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction.
|
(j)
|
Use of Proceeds.
The Company will apply the proceeds from the sale of the Shares as set forth in the Prospectus.
|
(k)
|
Customer Information.
The Dealer Manager and the Company shall, when applicable:
|
(i)
|
abide by and comply with (A) the privacy standards and requirements of the Gramm-Leach-Bliley Act of 1999 (the “GLB Act”) and applicable regulations promulgated thereunder, (B) the privacy standards and requirements of any other applicable federal or state law, including but not limited to, the Fair Credit Reporting Act (“FCRA”), and (C) its own internal privacy policies and procedures, each as may be amended from time to time;
|
(ii)
|
refrain from the use or disclosure of nonpublic personal information (as defined under the GLB Act) of all customers who have opted out of such disclosures except as necessary to service the customers or as otherwise necessary or required by applicable law;
|
(iii)
|
except as expressly permitted under the FCRA, the Dealer Manager and the Company shall not disclose any information that would be considered a “consumer report” under the FCRA; and
|
(iv)
|
determine which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving an aggregated list of such customers from the Selected Dealers (the “List”) to identify customers that have exercised their opt-out rights. If either party uses or discloses nonpublic personal information of any customer for purposes other than servicing the customer, or as otherwise required by applicable law, that party will consult the List to determine whether the affected customer has exercised his or her opt-out rights. Each party understands that it is prohibited from using or disclosing any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures.
|
(l)
|
Dealer Manager’s Review of Proposed Amendments and Supplements.
Prior to amending or supplementing the Registration Statement, any preliminary prospectus or the Prospectus (including any amendment or supplement through incorporation of any report filed under the Exchange Act), the Company shall furnish to the Dealer Manager for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each such proposed amendment or supplement, and the Company shall not file or use any such proposed amendment or supplement without the Dealer Manager’s consent, which consent shall not be unreasonably withheld or delayed.
|
5.
|
Covenants of the Dealer Manager.
The Dealer Manager covenants and agrees with the Company as follows:
|
(a)
|
Compliance With Laws.
With respect to the Dealer Manager’s participation and the participation by each Selected Dealer in the offer and sale of the Shares (including, without limitation, any resales and transfers of Shares), the Dealer Manager agrees, and each Selected Dealer in its Selected Dealer Agreement will agree, to comply in all material respects with all applicable requirements of the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations and all other federal regulations applicable to the Offering, the sale of Shares and with all applicable state securities or blue sky laws, and the Rules of FINRA applicable to the Offering, from time to time in effect, specifically including, but not in any way limited to, NASD Conduct Rules 2340 (Customer Account Statements) and 2420 (Dealing with Non-Members), and FINRA Rules 2111 (Suitability), 2310 (Direct Participation Programs), 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings), and 5141 (Sale of Securities in a Fixed Price Offering) therein. The Dealer Manager will not offer the Shares for sale in any jurisdiction unless and until it has been advised that the Shares are either registered in accordance with, or exempt from, the securities and other laws applicable thereto.
|
(b)
|
No Additional Information.
In offering the Shares for sale, the Dealer Manager shall not, and each Selected Dealer shall agree not to, give or provide any information or make any representation other than those contained in the Prospectus or the Approved Sales Literature.
|
(c)
|
Sales of Shares.
The Dealer Manager shall, and each Selected Dealer shall agree to, solicit purchases of the Shares only in the jurisdictions in which the Dealer Manager and such Selected Dealer are legally qualified to so act and in which the Dealer Manager and each Selected Dealer have been advised by the Company or counsel to the Company that such solicitations can be made.
|
(d)
|
Order Form.
The Dealer Manager will comply in all material respects with the subscription procedures and “The Offering/Plan of Distribution” set forth in the Prospectus. Subscriptions will be submitted by the Dealer Manager and each Selected Dealer to the Company only on the order form, a form of which is included as Annex B to the Prospectus. The Dealer Manager understands and acknowledges, and each Selected Dealer shall acknowledge, that the Order Form must be executed and initialed by the subscriber as provided for by the Order Form.
|
(e)
|
Suitability.
The Dealer Manager will offer Shares, and in its agreement with each Selected Dealer will require that the Selected Dealer offer Shares, only to persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to persons in the states in which it is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager will comply, and in its agreements with the Selected Dealers, the Dealer Manager will require that the Selected Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the FINRA Rules and the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc., as revised and amended on May 7, 2007 and as may be further revised and amended (the “NASAA Guidelines”).
|
(i)
|
the investor is or will be in a financial position appropriate to enable the investor to realize to a significant extent the benefits described in the Prospectus, including the tax benefits where they are a significant aspect of the Company;
|
(ii)
|
the investor has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and
|
(iii)
|
an investment in the Shares offered in the Primary Offering is otherwise suitable for the investor.
|
(f)
|
Selected Dealer Agreements.
All engagements of the Selected Dealers will be evidenced by a Selected Dealer Agreement.
|
(g)
|
Electronic Delivery.
If the Dealer Manager uses electronic delivery to distribute the Prospectus to any person, that it will comply with all applicable requirements of the Commission, the Blue Sky laws and/or FINRA and any other laws or regulations related to the electronic delivery of documents.
|
(h)
|
AML Compliance.
The Dealer Manager represents to the Company that it has established and implemented an anti-money laundering compliance program (“AML Program”) in accordance with Section 352 of the USA PATRIOT Act of 2001 (the “PATRIOT Act”) and FINRA Rule 3310, that complies with applicable anti-money laundering laws and regulations, including, but not limited to, the customer identification program requirements of Section 326 of the PATRIOT Act, and the suspicious activity reporting requirements of Section 356 of the PATRIOT Act, and the laws, regulations and Executive Orders administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury (collectively, “AML/OFAC Laws”). The Dealer Manager hereby covenants to remain in compliance with the AML/OFAC Laws and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification, its AML Program is compliant with the AML/OFAC Laws.
|
(i)
|
Customer Information.
The Dealer Manager will use its best efforts to provide the Company with any and all subscriber information that the Company requests in order for the Company to satisfy its obligations under the AML/OFAC Laws and comply with the requirements under Section 5(k) above.
|
(j)
|
Recordkeeping.
The Dealer Manager will comply, and will require each Selected Dealer to comply, with the record keeping requirements of the Exchange Act, including, but not limited to, Rules 17a-3 and 17a-4 promulgated under the Exchange Act, and shall maintain, for at least six years or for a period of time not less than that required in order to comply with all applicable federal, state and other regulatory requirements, whichever is later, such records with respect to each investor who purchases Primary Shares, information used to determine that the investor meets the suitability standards imposed on the offer and sale of the Primary Shares, the amount of Primary Shares sold, and a representation of the investor that the investor is investing for the investor’s own account or, in lieu of such representation, information indicating that the investor for whose account the investment was made met the suitability standards.
|
(k)
|
Suspension or Termination of Offering.
The Dealer Manager agrees, and will require that each of the Selected Dealers agree, to suspend or terminate the offering and sale of the Primary Shares upon request of the Company at any time and to resume the offering and sale of the Primary Shares upon subsequent request of the Company.
|
6.
|
Indemnification.
|
(a)
|
Indemnified Parties Defined.
For the purposes of this Agreement, an “Indemnified Party” shall mean a person or entity entitled to indemnification under Section 7, as well as such person’s or entity’s officers, directors, employees, members, partners, affiliates, agents and representatives, and each person, if any, who controls such person or entity within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.
|
(b)
|
Indemnification of the Dealer Manager and Selected Dealers.
The Company will indemnify, defend and hold harmless the Dealer Manager and the Selected Dealers, and their respective Indemnified Parties, from and against any losses, claims, expenses (including reasonable legal and other expenses incurred in investigating and defending such claims or liabilities), damages or liabilities, joint or several, to which any such Selected Dealers or the Dealer Manager, or their respective Indemnified Parties, may become subject under the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon:
|
(i)
|
in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Company, any material breach of a covenant contained herein by the Company, or any material failure by the Company to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering;
|
(ii)
|
any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus, (B) in any Approved Sales Literature or (C) in any blue sky application or other document executed by the Company or on its behalf specifically for the purpose of qualifying any or all of the Shares for sale under the securities laws of any jurisdiction or based upon written information furnished by the Company under the securities laws thereof (any such application, document or information being hereinafter called a “Blue Sky Application”); or
|
(iii)
|
the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements
|
(c)
|
Dealer Manager Indemnification of the Company.
The Dealer Manager will indemnify, defend and hold harmless the Company and each of its Indemnified Parties and each person who has signed the Registration Statement, from and against any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities to which any of the aforesaid parties may become subject under the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations or otherwise, insofar as such losses, claims, expenses, damages (or actions in respect thereof) arise out of or are based upon:
|
(i)
|
in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager or any material breach of a covenant contained herein by the Dealer Manager;
|
(ii)
|
any untrue statement or any alleged untrue statement of a material fact contained (A) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus, (B) in any Approved Sales Literature, or (C) any Blue Sky Application; or
|
(iii)
|
the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements therein not misleading, or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that in each case described in clauses (ii) and (iii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager expressly for use in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto;
|
(iv)
|
any use of sales literature, including “broker-dealer use only” materials, by the Dealer Manager that is not Approved Sales Literature; or
|
(v)
|
any untrue statement made by the Dealer Manager or omission by the Dealer Manager to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the Offering provided, however, this clause (v) shall not apply to any statements or omissions made in conformity with the Registration Statement, the Prospectus, any Approved Sales Literature or any other materials or information furnished by or on behalf of the Company.
|
(d)
|
Selected Dealer Indemnification of the Company.
By virtue of entering into the Selected Dealer Agreement, each Selected Dealer severally will agree to indemnify, defend and hold harmless the Company, the Dealer Manager, each of their respective Indemnified Parties, and each person who signs the Registration Statement, from and against any losses, claims, expenses, damages or liabilities to which the Company, the Dealer Manager, or any of their respective Indemnified Parties, or any person who signed the Registration Statement, may become subject, under the Securities Act or otherwise, as more fully described in the Selected Dealer Agreement.
|
(e)
|
Action Against Parties; Notification.
Promptly after receipt by any Indemnified Party under this Section 7 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel.
|
(f)
|
Reimbursement of Fees and Expenses.
An indemnifying party under Section 7 of this Agreement shall be obligated to reimburse an Indemnified Party for reasonable legal and other expenses as follows:
|
(i)
|
In the case of the Company indemnifying the Dealer Manager, the advancement of funds to the Dealer Manager for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought shall be permissible (in accordance with Section II.G. of the NASAA Guidelines) only if all of the following conditions are satisfied: (A) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (B) the legal action is initiated by a third party who is not a shareholder of the Company or the legal action is initiated by a shareholder of the Company acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (C) the Dealer Manager undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which the Dealer Manager is found not to be entitled to indemnification.
|
(ii)
|
In any case of indemnification other than that described in Section 7(f)(i) above, the indemnifying party shall pay all legal fees and expenses reasonably incurred by the Indemnified Party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one Indemnified Party. If such claims or actions are alleged or brought against more than one Indemnified Party, then the indemnifying party shall only be obliged to reimburse the expenses and fees of the one law firm (in addition to local counsel) that has been participating by a majority of the indemnified parties against which such action is finally brought; and if a majority of such indemnified parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an Indemnified Party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.
|
7.
|
Contribution.
|
(a)
|
If Indemnification is Unavailable.
If the indemnification provided for in Section 7 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred:
|
(iv)
|
in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager and the Selected Dealer, respectively, from the proceeds received in Primary Offering pursuant to this Agreement and the relevant Selected Dealer Agreement; or
|
(v)
|
if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager and the Selected Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.
|
(b)
|
Relative Benefits.
The relative benefits received by the Company, the Dealer Manager and the Selected Dealer, respectively, in connection with the proceeds received in the Primary Offering pursuant to this Agreement and the relevant Selected Dealer Agreement shall be deemed to be in the same respective proportion as the total net proceeds from the Primary Offering pursuant to this Agreement and the relevant Selected Dealer Agreement (before deducting expenses), received by the Company, and the total selling commissions and dealer manager fees received by the Dealer Manager and the Selected Dealer, respectively, in each case as set forth on the cover of the Prospectus bear to the aggregate offering price of the Shares sold in the Primary Offering as set forth on such cover.
|
(c)
|
Relative Fault.
The relative fault of the Company, the Dealer Manager and the Selected Dealer, respectively, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact related to information supplied by the Company, by the Dealer Manager or by the Selected Dealer, respectively, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
|
(d)
|
Pro Rata is Unreasonable.
The Company, the Dealer Manager and the Selected Dealer (by virtue of entering into the Selected Dealer Agreement) agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable contributions referred to above in this Section 8. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an Indemnified Party and referred to above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission or alleged omission.
|
(e)
|
Limits.
Notwithstanding the provisions of this Section 8, the Dealer Manager and the Selected Dealer shall not be required to contribute any amount by which the total price at which the Shares sold in the Primary Offering to the public by them exceeds the amount of any damages which the Dealer Manager and the Selected Dealer have otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.
|
(f)
|
Fraudulent Misrepresentation.
No party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any party who was not guilty of such fraudulent misrepresentation.
|
(g)
|
Benefits of Contribution.
For the purposes of this Section 8, the Dealer Manager’s officers, directors, employees, members, partners, agents and representatives, and each person, if any, who controls the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution of the Dealer Manager, and each officers, directors, employees, members, partners, agents and representatives of the Company, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution of the Company. The Selected Dealers’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the number of Shares sold by each Selected Dealer in the Primary Offering and not joint.
|
8.
|
Termination of this Agreement.
|
(a)
|
Term; Expiration.
This Agreement shall become effective on the initial Effective Date and the obligations of the parties hereunder shall not commence until the initial Effective Date. This Agreement may be terminated by either party upon 60 calendar days’ written notice to the other party. This Agreement shall automatically expire on the termination date of the Offering as described in the Prospectus.
|
(b)
|
Delivery of Records Upon Expiration or Early Termination.
Upon the expiration or early termination of this Agreement for any reason, the Dealer Manager shall:
|
(iv)
|
promptly forward any and all funds, if any, in its possession which were received from investors for the sale of Shares for deposit;
|
(v)
|
to the extent not previously provided to the Company a list of all investors who have subscribed for or purchased shares and all broker-dealers with whom the Dealer Manager has entered into a Selected Dealer Agreement;
|
(vi)
|
notify Selected Dealers of such termination; and
|
(vii)
|
promptly deliver to the Company copies of any sales literature designed for use specifically for the Offering that it is then in the process of preparing. Upon expiration or earlier termination of this Agreement, the Company shall pay to the Dealer Manager all compensation to which the Dealer Manager is or becomes entitled under Section 3(d) at such time as such compensation becomes payable.
|
9.
|
Miscellaneous
|
(a)
|
Survival.
The following provisions of the Agreement shall survive the expiration or earlier termination of this Agreement: Section 3(d) (Dealer-Manager Compensation); Section 3(e) (Reasonable Bona Fide Due Diligence Expenses); Section 5(l) (Dealer-Manager’s Review of Proposed Amendments and Supplements); Section 6(i) (AML Compliance); Section 7 (Indemnification); Section 8 (Contribution); Section 9 (Termination of This Agreement) and this Section 10 (Miscellaneous). Notwithstanding anything else that may be to the contrary herein, the expiration or earlier termination of this Agreement shall not relieve a party for liability for any breach occurring prior to such expiration or earlier termination. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or person associated with
|
(b)
|
Notices.
All notices or other communications required or permitted hereunder, except as herein otherwise specifically provided, shall be in writing and shall be deemed given or delivered: (i) when delivered personally or by commercial messenger; (ii) one business day following deposit with a recognized overnight courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery; (iii) when transmitted, if sent by facsimile copy, provided confirmation of receipt is received by sender and such notice is sent by an additional method provided hereunder; in each case above provided such communication is addressed to the intended recipient thereof as set forth below:
|
(c)
|
Successors and Assigns.
No party shall assign (voluntarily, by operation of law or otherwise) this Agreement or any right, interest or benefit under this Agreement without the prior written consent
|
(d)
|
Invalid Provision.
The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
|
(e)
|
Applicable Law.
This Agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of laws provisions, of the State of New York.
|
(f)
|
Waiver.
EACH OF THE PARTIES HERETO WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT. The parties hereto each hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in the Borough of Manhattan, New York City, in respect of the interpretation and enforcement of the terms of this Agreement, and in respect of the transactions contemplated hereby, and each hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties hereto each hereby irrevocably agrees that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court.
|
(g)
|
Attorneys’ Fees.
If a dispute arises concerning the performance, meaning or interpretation of any provision of this Agreement or any document executed in connection with this Agreement, then the prevailing party in such dispute shall be awarded any and all costs and expenses incurred by the prevailing party in enforcing, defending or establishing its rights hereunder or thereunder, including, without limitation, court costs and attorneys and expert witness fees. In addition to the foregoing award of costs and fees, the prevailing also shall be entitled to recover its attorneys’ fees incurred in any post-judgment proceedings to collect or enforce any judgment.
|
(h)
|
No Partnership.
Nothing in this Agreement shall be construed or interpreted to constitute the Dealer Manager or the Selected Dealer as being in association with or in partnership with the Company or one another, and instead, this Agreement only shall constitute the Selected Dealer as a broker authorized by the Company to sell and to manage the sale by others of the Shares according to the terms set forth in the Registration Statement, the Prospectus or this Agreement. Nothing herein contained shall render the Dealer Manager or the Company liable for the obligations of any of the Selected Dealers or one another.
|
(i)
|
Third Party Beneficiaries.
Except for the persons and entities referred to in Section 7 (Indemnification) and Section 8 (Contribution), there shall be no third party beneficiaries of this Agreement, and no provision of this Agreement is intended to be for the benefit of any person or entity not a party to this Agreement, and no third party shall be deemed to be a beneficiary of any provision of this Agreement. Except for the persons and entities referred to in Section 7 and Section 8, no third party shall by virtue of any provision of this Agreement have a right of action or an enforceable remedy against any party to this Agreement. Each of the persons and entities referred to in Section 7 and Section 8 shall be a third party beneficiary of this Agreement.
|
(j)
|
Entire Agreement.
This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. 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.
|
(k)
|
Nonwaiver.
The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect.
|
(l)
|
Access to Information.
The Company may authorize the Company’s transfer agent to provide information to the Dealer Manager and each Selected Dealer regarding recordholder information about the clients of such Selected Dealer who have invested with the Company on an on-going basis for so long as such Selected Dealer has a relationship with such clients. The Dealer Manager shall require in the Selected Dealer Agreement that Selected Dealers not disclose any password for a restricted website or portion of website provided to such Selected Dealer in connection with the Offering and not disclose to any person, other than an officer, director, employee or agent of such Selected Dealers, any material downloaded from such a restricted website or portion of a restricted website.
|
(m)
|
Counterparts.
This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in counterpart copies, each of which shall be deemed an original but all of which together shall constitute one and the same instrument comprising this Agreement.
|
(n)
|
Absence of Fiduciary Relationships.
The parties acknowledge and agree that:
|
(i)
|
the Dealer Manager’s responsibility to the Company is solely contractual in nature; and
|
(ii)
|
the Dealer Manager does not owe the Company, any of its affiliates or any other person or entity any fiduciary (or other similar) duty as a result of this Agreement or any of the transactions contemplated hereby.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Income from continuing operations before income taxes and adjustments for income from partially-owned entities
|
$
|
230,360
|
|
|
$
|
95,237
|
|
|
$
|
94,287
|
|
|
$
|
190,254
|
|
|
$
|
109,757
|
|
Fixed charges
|
180,558
|
|
|
110,204
|
|
|
52,213
|
|
|
23,648
|
|
|
17,437
|
|
|||||
Distributed income of equity investees
|
(31,015
|
)
|
|
5,287
|
|
|
(16,098
|
)
|
|
(30,421
|
)
|
|
(12,234
|
)
|
|||||
Interested capitalized
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges
|
(664
|
)
|
|
(3,457
|
)
|
|
(1,319
|
)
|
|
(2,734
|
)
|
|
(1,722
|
)
|
|||||
Earnings
|
$
|
379,221
|
|
|
$
|
207,271
|
|
|
$
|
129,083
|
|
|
$
|
180,747
|
|
|
$
|
113,238
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
178,462
|
|
|
$
|
108,193
|
|
|
$
|
50,709
|
|
|
$
|
22,366
|
|
|
$
|
16,233
|
|
Capitalized interest
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
1/3 of rental expense - interest factor
|
2,078
|
|
|
2,011
|
|
|
1,504
|
|
|
1,282
|
|
|
1,204
|
|
|||||
Fixed Charges
|
$
|
180,558
|
|
|
$
|
110,204
|
|
|
$
|
52,213
|
|
|
$
|
23,648
|
|
|
$
|
17,437
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
2.10
|
|
|
1.88
|
|
|
2.47
|
|
|
7.64
|
|
|
6.49
|
|
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 Investor NYT (NY) QRS 16-150, Inc.
|
|
100
|
%
|
|
Delaware
|
620 Eighth Lender NYT (NY) Limited Partnership
|
|
45
|
%
|
|
Delaware
|
620 Eighth NYT (NY) Limited Partnership
|
|
45
|
%
|
|
Delaware
|
ACT (GER) QRS 15-58, Inc.
|
|
100
|
%
|
|
Delaware
|
ACT Grundstücksverwaltungs GmbH & Co. KG
|
|
100
|
%
|
|
Germany
|
ACT Grundstücksverwaltungs Management GmbH & Co. KG
|
|
100
|
%
|
|
Germany
|
ADCIR (CO) QRS 16-60, Inc.
|
|
100
|
%
|
|
Delaware
|
ADCIR EXP (CO) LLC
|
|
100
|
%
|
|
Delaware
|
ADS2 (CA) QRS 11-41, Inc.
|
|
100
|
%
|
|
California
|
ADVA 15 (GA) LLC
|
|
100
|
%
|
|
Delaware
|
ADV-QRS 15 (GA) QRS 15-4, Inc.
|
|
100
|
%
|
|
Delaware
|
Aerobic (MO) LLC
|
|
100
|
%
|
|
Delaware
|
AFD (MN) LLC
|
|
100
|
%
|
|
Delaware
|
AIR (IL) QRS 14-48, Inc.
|
|
100
|
%
|
|
Delaware
|
Alum (Alberta) ULC
|
|
100
|
%
|
|
Canada
|
Alum (Canada) QRS 16-103, Inc.
|
|
100
|
%
|
|
Delaware
|
ALUSA (TX) DE Limited Partnership
|
|
100
|
%
|
|
Delaware
|
ALUSA-GP (TX) QRS 16-72, Inc.
|
|
100
|
%
|
|
Delaware
|
ALUSA-LP (TX) QRS 16-73, 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
|
Amtoll (NM) QRS 14-39, Inc.
|
|
100
|
%
|
|
Delaware
|
ANTH Campus (CA) LLC
|
|
100
|
%
|
|
Delaware
|
ANT-LM LLC
|
|
100
|
%
|
|
Delaware
|
Applied Four (DE) QRS 14-75, Inc.
|
|
100
|
%
|
|
Delaware
|
Applied Utah (UT) QRS 14-76, Inc.
|
|
100
|
%
|
|
Delaware
|
Asiainvest LLC
|
|
92
|
%
|
|
Delaware
|
Assembly (MD)
|
|
100
|
%
|
|
Maryland
|
Auto (FL) QRS 11-39, Inc.
|
|
100
|
%
|
|
Florida
|
Autopress (GER) LLC
|
|
100
|
%
|
|
Delaware
|
Autosafe Airbag 14 (CA) LP
|
|
100
|
%
|
|
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
|
Name of Subsidiary
|
|
Ownership
|
|
State or Country of Incorporation
|
|
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
|
Bbrands (Multi) QRS 16-137, Inc.
|
|
100
|
%
|
|
Delaware
|
BDF (CT) QRS 16-82, Inc.
|
|
100
|
%
|
|
Delaware
|
Beaver MM (POL) QRS 15-86, INC.
|
|
100
|
%
|
|
Delaware
|
Belgov (DE) QRS 15-66, Inc.
|
|
100
|
%
|
|
Delaware
|
Beverage (GER) QRS 16-141 LLC
|
|
100
|
%
|
|
Delaware
|
BFS (DE) LP
|
|
100
|
%
|
|
Delaware
|
BFS (DE) QRS 14-74, Inc.
|
|
100
|
%
|
|
Delaware
|
Bill CD LLC
|
|
100
|
%
|
|
Delaware
|
Bill-GP (TX) QRS 14-56, Inc.
|
|
100
|
%
|
|
Delaware
|
Bill-MC 14 LP
|
|
90
|
%
|
|
Delaware
|
Blocks (GER) QRS 16-89, Inc.
|
|
100
|
%
|
|
Delaware
|
BM-LP (TX) QRS 14-57, Inc.
|
|
100
|
%
|
|
Delaware
|
BN (MA) QRS 11-58, Inc.
|
|
100
|
%
|
|
Delaware
|
BOBS (CT) QRS 16-25, Inc.
|
|
100
|
%
|
|
Delaware
|
Bolder (CO) QRS 11-44, Inc.
|
|
100
|
%
|
|
Delaware
|
Bolt (DE) Limited Partnership
|
|
100
|
%
|
|
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
|
Borneo Agencies Ltd.
|
|
100
|
%
|
|
Thailand
|
BOS West (MA) LLC
|
|
100
|
%
|
|
Delaware
|
Bplast 16 Manager (DE) QRS 16-129, Inc.
|
|
100
|
%
|
|
Delaware
|
Bplast 16 Member (DE) QRS 16-128, Inc.
|
|
100
|
%
|
|
Delaware
|
Bplast Landlord (DE) LLC
|
|
50
|
%
|
|
Delaware
|
Bplast Two Landlord (IN) LLC
|
|
50
|
%
|
|
Delaware
|
Bplast Two Manager (IN) QRS 16-152, Inc.
|
|
100
|
%
|
|
Delaware
|
Bplast Two Member (IN) QRS 16-151, Inc.
|
|
100
|
%
|
|
Delaware
|
Brassington Limited
|
|
100
|
%
|
|
Hong Kong
|
Brelade Holdings Ltd.
|
|
100
|
%
|
|
Cyprus
|
Brilliant 437 GMBH
|
|
100
|
%
|
|
Germany
|
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
|
BSL Caldwell (NC) LLC
|
|
100
|
%
|
|
Delaware
|
BST Torrance Landlord (CA) QRS 14-109, Inc.
|
|
100
|
%
|
|
Delaware
|
BT (PA) QRS 12-25, INC.
|
|
100
|
%
|
|
Pennsylvania
|
BT-YORK (PA)
|
|
100
|
%
|
|
Pennsylvania
|
Name of Subsidiary
|
|
Ownership
|
|
State or Country of Incorporation
|
|
Build (CA) QRS 12-24, Inc.
|
|
100
|
%
|
|
California
|
Call LLC
|
|
100
|
%
|
|
Delaware
|
Can (WI) QRS 12-34, Inc.
|
|
100
|
%
|
|
Wisconsin
|
Can-Two (DE) QRS 12-67, Inc.
|
|
100
|
%
|
|
Delaware
|
CAR-4 I SARL
|
|
100
|
%
|
|
France
|
CAR-4 II SARL
|
|
100
|
%
|
|
France
|
Car-4 SCI
|
|
100
|
%
|
|
France
|
Cards (CA) QRS 11-37, Inc.
|
|
100
|
%
|
|
Delaware
|
Cards (CA) QRS 12-12, Inc.
|
|
100
|
%
|
|
Delaware
|
Cards Limited Liability Company
|
|
100
|
%
|
|
Delaware
|
Carey Asset Management Corp.
|
|
100
|
%
|
|
Delaware
|
Carey Asset Management Dallas LLC
|
|
100
|
%
|
|
Delaware
|
Carey Financial, LLC
|
|
100
|
%
|
|
Delaware
|
Carey Lodging Advisors, LLC
|
|
100
|
%
|
|
Delaware
|
Carey Management LLC
|
|
100
|
%
|
|
Delaware
|
Carey Norcross, L.L.C.
|
|
100
|
%
|
|
Delaware
|
Carey REIT II, Inc.
|
|
100
|
%
|
|
Maryland
|
Carey Self-Storage Participation, LLC
|
|
100
|
%
|
|
Delaware
|
Carey Storage Asset Management LLC
|
|
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 1 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
|
Carlog SCI
|
|
100
|
%
|
|
France
|
Casting Landlord (GER) QRS 16-109 LLC
|
|
100
|
%
|
|
Delaware
|
Casting Member (GER) QRS 16-108 LLC
|
|
100
|
%
|
|
Delaware
|
CBS (PA) QRS 14-12, Inc.
|
|
100
|
%
|
|
Delaware
|
CCARE (Multi) GP QRS 11-60, Inc.
|
|
100
|
%
|
|
Delaware
|
CCARE (Multi) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
CCARE (Multi)LP QRS 9-1, Inc.
|
|
100
|
%
|
|
Delaware
|
CD UP LP
|
|
100
|
%
|
|
Delaware
|
Champion Edge SND BHD
|
|
100
|
%
|
|
Malaysia
|
Chassis (DE) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
Chassis (GER) QRS 16-118, Inc.
|
|
100
|
%
|
|
Delaware
|
Chkfree WPC Member (GA) LLC
|
|
100
|
%
|
|
Delaware
|
CIP Acquisition Incorporated
|
|
100
|
%
|
|
Maryland
|
Citrus Heights (CA) GP, LLC
|
|
100
|
%
|
|
Delaware
|
CLA Holdings, LLC
|
|
100
|
%
|
|
Delaware
|
Clean (KY) LLC
|
|
100
|
%
|
|
Delaware
|
Name of Subsidiary
|
|
Ownership
|
|
State or Country of Incorporation
|
|
Clean (KY) QRS 16-22, Inc.
|
|
100
|
%
|
|
Delaware
|
Coco (WY) QRS 16-51, Inc.
|
|
100
|
%
|
|
Delaware
|
Coco-Dorm (PA) QRS 16-52, Inc.
|
|
100
|
%
|
|
Delaware
|
Coco-Dorm (PA) Trust
|
|
100
|
%
|
|
Maryland
|
Coco-Dorm (PA), LP
|
|
100
|
%
|
|
Delaware
|
Comquest West (AZ) 11-68, Inc.
|
|
100
|
%
|
|
Delaware
|
Conductor (CA) QRS 14-11, Inc.
|
|
100
|
%
|
|
Delaware
|
Consys (SC) QRS 16-66, Inc.
|
|
100
|
%
|
|
Delaware
|
Consys-9 (SC) LLC
|
|
100
|
%
|
|
Delaware
|
Container Finance (Finland) QRS 16-62, Inc.
|
|
100
|
%
|
|
Delaware
|
Containers (DE) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
Containers (DE) QRS 15-36, Inc.
|
|
100
|
%
|
|
Delaware
|
Corporate Property Associates
|
|
100
|
%
|
|
California
|
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
|
CP GAL (IN) QRS 16-61, Inc.
|
|
100
|
%
|
|
Delaware
|
CP GAL Fairfax, LLC
|
|
100
|
%
|
|
Delaware
|
CP GAL Kennesaw, LLC
|
|
100
|
%
|
|
Delaware
|
CP GAL Leawood, LLC
|
|
100
|
%
|
|
Delaware
|
CP GAL Lombard, LLC
|
|
100
|
%
|
|
Delaware
|
CP GAL Plainfield, LLC
|
|
55
|
%
|
|
Delaware
|
CPA 14 (UK) Finance Company
|
|
100
|
%
|
|
Delaware
|
CPA 14 Netherlands CV
|
|
100
|
%
|
|
Netherlands
|
CPA 15 Merger Sub Inc.
|
|
100
|
%
|
|
Maryland
|
CPA 15 Netherlands CV
|
|
100
|
%
|
|
Netherlands
|
CPA 16 LLC
|
|
100
|
%
|
|
Delaware
|
CPA 16 Merger Sub Inc.
|
|
100
|
%
|
|
Maryland
|
CPA 16 Netherlands CV
|
|
100
|
%
|
|
Netherlands
|
CPA Paper, Inc.
|
|
100
|
%
|
|
Delaware
|
CPA16 German (DE) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
CPA16 German GP (DE) QRS-155, Inc.
|
|
100
|
%
|
|
Delaware
|
Crate (GER) QRS 16-142 LLC
|
|
100
|
%
|
|
Delaware
|
CRI (AZ-CO) QRS 16-4, Inc.
|
|
100
|
%
|
|
Delaware
|
Cups (DE) LP
|
|
100
|
%
|
|
Delaware
|
CV GP (Dutch) QRS 14-111, Inc.
|
|
100
|
%
|
|
Delaware
|
CV GP (Dutch) QRS 15-101, Inc.
|
|
100
|
%
|
|
Delaware
|
CV GP (Dutch) QRS 16-148, 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
|
|
100
|
%
|
|
Delaware
|
Delaware Frame (TX), LP
|
|
100
|
%
|
|
Delaware
|
Deliver (TN) QRS 14-49, Inc.
|
|
100
|
%
|
|
Delaware
|
Name of Subsidiary
|
|
Ownership
|
|
State or Country of Incorporation
|
|
Delmo (DE) QRS 11/12-1, Inc.
|
|
100
|
%
|
|
Delaware
|
Delmo (PA) QRS 11-36
|
|
100
|
%
|
|
Pennsylvania
|
Delmo (PA) QRS 12-10
|
|
100
|
%
|
|
Pennsylvania
|
Delmo 11/12 (DE) LLC
|
|
100
|
%
|
|
Delaware
|
DES-Tech (TN) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
DES-Tech GP (TN) QRS 16-49, Inc.
|
|
100
|
%
|
|
Delaware
|
DES-Tech LP (TN) QRS 16-50, Inc.
|
|
100
|
%
|
|
Delaware
|
Develop (TX) LP
|
|
100
|
%
|
|
Delaware
|
Dfence (Belgium) 15 Sprl
|
|
100
|
%
|
|
Belgium
|
Dfence (Belgium) 15-16 Sprl
|
|
100
|
%
|
|
Belgium
|
Dfence (Belgium) 16 Sprl
|
|
100
|
%
|
|
Belgium
|
Dfend 15 LLC
|
|
100
|
%
|
|
Delaware
|
Dfend 16 LLC
|
|
100
|
%
|
|
Delaware
|
DIY (Poland) Sp. Zoo
|
|
100
|
%
|
|
Poland
|
Dough (DE) QRS 14-77, Inc.
|
|
100
|
%
|
|
Delaware
|
Dough (MD)
|
|
100
|
%
|
|
Maryland
|
Dough Lot (DE) QRS 14-110, Inc.
|
|
100
|
%
|
|
Delaware
|
Dough Lot (MD)
|
|
100
|
%
|
|
Maryland
|
DP WPC (TX) LLC
|
|
100
|
%
|
|
Delaware
|
Drayton Plains (MI), LLC
|
|
100
|
%
|
|
Delaware
|
Drill (DE) Trust
|
|
100
|
%
|
|
Maryland
|
Drill GmbH & Co. KG
|
|
95
|
%
|
|
Germany
|
Drug (AZ) QRS 14-42, Inc.
|
|
100
|
%
|
|
Delaware
|
DSG (IN) QRS 15-44, Inc.
|
|
100
|
%
|
|
Delaware
|
DSG GP (PA) QRS 14-103, Inc.
|
|
100
|
%
|
|
Delaware
|
DSG Landlord (PA) L.P.
|
|
100
|
%
|
|
Delaware
|
DSG LP (PA) Trust
|
|
100
|
%
|
|
Maryland
|
Dyne (DE) LP
|
|
100
|
%
|
|
Delaware
|
ELL (GER) QRS 16-37, Inc.
|
|
100
|
%
|
|
Delaware
|
Eltofi AS
|
|
100
|
%
|
|
Norway
|
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.
|
|
70
|
%
|
|
Netherlands
|
Fabric (DE) GP
|
|
100
|
%
|
|
Delaware
|
Fair-QB (DE) LLC
|
|
100
|
%
|
|
Delaware
|
Fast (DE) QRS 14-22, Inc.
|
|
100
|
%
|
|
Delaware
|
Faur WPC (OH) LLC
|
|
100
|
%
|
|
Delaware
|
Film (FL) QRS 14-44, Inc.
|
|
100
|
%
|
|
Delaware
|
Finistar (CA-TX) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
Finistar GP (CA-TX) QRS 16-21, Inc.
|
|
100
|
%
|
|
Delaware
|
Finistar LP (DE) QRS 16-29, Inc.
|
|
100
|
%
|
|
Delaware
|
Finit (FI) LLC
|
|
100
|
%
|
|
Delaware
|
Finnestadveien 44 ANS
|
|
100
|
%
|
|
Norway
|
Fit (CO) QRS 15-59, Inc.
|
|
100
|
%
|
|
Delaware
|
Name of Subsidiary
|
|
Ownership
|
|
State or Country of Incorporation
|
|
Fit (TX) GP QRS 12-60, Inc.
|
|
100
|
%
|
|
Delaware
|
Fit (TX) LP
|
|
100
|
%
|
|
Delaware
|
Fit (TX) Trust
|
|
100
|
%
|
|
Maryland
|
Fit (UT) QRS 14-92, Inc.
|
|
100
|
%
|
|
Delaware
|
Food (DE) QRS 12-49, Inc.
|
|
100
|
%
|
|
Delaware
|
Foss (NH) QRS 16-3, Inc.
|
|
100
|
%
|
|
Delaware
|
Four World Landlord (GA) LLC
|
|
100
|
%
|
|
Delaware
|
Four World Manager (GA) LLC
|
|
100
|
%
|
|
Delaware
|
Frame (TX) QRS 14-25, Inc.
|
|
100
|
%
|
|
Delaware
|
Freight (IL) LLC
|
|
100
|
%
|
|
Delaware
|
FRO 16 (NC) LLC
|
|
100
|
%
|
|
Delaware
|
FRO Spin (NC) LLC
|
|
40
|
%
|
|
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
|
|
100
|
%
|
|
Delaware
|
Gearbox (GER) QRS 15-95, Inc.
|
|
100
|
%
|
|
Delaware
|
GERB TOLLAND QRS (CT) 16 Inc.
|
|
100
|
%
|
|
Delaware
|
Gibson Mass Member Two LLC
|
|
100
|
%
|
|
Delaware
|
Gibson Plus Member Two LLC
|
|
100
|
%
|
|
Delaware
|
Goldyard S.L.
|
|
70
|
%
|
|
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
|
Greens (Finland) QRS 16-14, Inc.
|
|
100
|
%
|
|
Delaware
|
Greens Shareholder (Finland) QRS 16-16, Inc.
|
|
100
|
%
|
|
Delaware
|
Guitar Mass (TN) QRS 14-36, Inc.
|
|
100
|
%
|
|
Delaware
|
Guitar Plus (TN) QRS 14-37, Inc.
|
|
100
|
%
|
|
Delaware
|
H2 Investor (GER) QRS 15-91, Inc.
|
|
100
|
%
|
|
Delaware
|
H2 Investor (GER) QRS 16-100, Inc.
|
|
100
|
%
|
|
Delaware
|
Hammer (DE) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
Hammer (DE) LP QRS 12-65, Inc.
|
|
100
|
%
|
|
Delaware
|
Hammer (DE) LP QRS 14-100, Inc.
|
|
100
|
%
|
|
Delaware
|
Hammer (DE) LP QRS 15-33, Inc.
|
|
100
|
%
|
|
Delaware
|
Hammer (DE) QRS 15-32, Inc.
|
|
100
|
%
|
|
Delaware
|
Hammer (DE) Trust
|
|
100
|
%
|
|
Maryland
|
HEF (NC-SC) QRS 14-86, Inc.
|
|
100
|
%
|
|
Delaware
|
Hellweg GmbH & Co. Vermögensverwaltungs KG
|
|
64
|
%
|
|
Germany
|
Hibbett (AL) 11-41, Inc.
|
|
100
|
%
|
|
Delaware
|
HLWG B Note Purchaser (DE) LLC
|
|
67
|
%
|
|
Delaware
|
HLWG Two (GER) LLC
|
|
67
|
%
|
|
Delaware
|
HM Benefits (MI) QRS 16-18, Inc.
|
|
100
|
%
|
|
Delaware
|
Name of Subsidiary
|
|
Ownership
|
|
State or Country of Incorporation
|
|
Hoe Management GmbH
|
|
64
|
%
|
|
Germany
|
Hotel (MN) QRS 16-84, Inc.
|
|
100
|
%
|
|
Delaware
|
Hotel Operator (MN) TRS 16-87, Inc.
|
|
100
|
%
|
|
Delaware
|
Hum (DE) QRS 11-45, Inc.
|
|
100
|
%
|
|
Delaware
|
Huntwood (TX) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
Huntwood (TX) QRS 16-8, Inc.
|
|
100
|
%
|
|
Delaware
|
Ice (TX) QRS 12-29, Inc.
|
|
100
|
%
|
|
Texas
|
ICG (TX) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
ICG-GP (TX) QRS 15-3, Inc.
|
|
100
|
%
|
|
Delaware
|
ICG-LP (TX) Trust
|
|
100
|
%
|
|
Maryland
|
Ijobbers (DE) QRS 14-41, Inc.
|
|
100
|
%
|
|
Delaware
|
Ijobbers LLC
|
|
100
|
%
|
|
Delaware
|
Illkinvest SAS
|
|
100
|
%
|
|
France
|
Image (NY) QRS 16-67, Inc.
|
|
100
|
%
|
|
Delaware
|
Initiator (CA) QRS 14-62, Inc.
|
|
100
|
%
|
|
Delaware
|
Inversiones Holmes, S.L.
|
|
100
|
%
|
|
Spain
|
Jamesinvest Sprl
|
|
100
|
%
|
|
Belgium
|
Jen (MA) QRS 12-54, Inc.
|
|
100
|
%
|
|
Delaware
|
JPCentre (TX) LLC
|
|
100
|
%
|
|
Delaware
|
Kabushiki Kaisha Mure Property
|
|
100
|
%
|
|
Japan
|
KF WPC Owner (IL) LLC
|
|
100
|
%
|
|
Delaware
|
Kiinteisto Oy Tietoie 6
|
|
100
|
%
|
|
Finland
|
Kiinteisto Oy Tietokilo 1-2
|
|
100
|
%
|
|
Finland
|
Kiinteistöosakeyhtiö Ruskontie 55
|
|
100
|
%
|
|
Finland
|
KPH (UK) QRS 16-42, Inc.
|
|
100
|
%
|
|
Delaware
|
KSM Cresskill (NJ) QRS 16-80, Inc.
|
|
100
|
%
|
|
Delaware
|
KSM Livingston (NJ) QRS 16-76, INC.
|
|
100
|
%
|
|
Delaware
|
KSM Maplewood (NJ) QRS 16-77, INC.
|
|
100
|
%
|
|
Delaware
|
KSM Montclair (NJ) QRS 16-78, INC.
|
|
100
|
%
|
|
Delaware
|
KSM Morristown (NJ) QRS 16-79, INC.
|
|
100
|
%
|
|
Delaware
|
KSM Summit (NJ) QRS 16-75, Inc.
|
|
100
|
%
|
|
Delaware
|
Labels-Ben (DE) QRS 16-28, Inc.
|
|
100
|
%
|
|
Delaware
|
Labrador (AZ) LP
|
|
100
|
%
|
|
Delaware
|
Learn (IL) QRS 11-53, Inc.
|
|
100
|
%
|
|
Delaware
|
Leather (DE) QRS 14-72, Inc.
|
|
100
|
%
|
|
Delaware
|
Lei (GER) QRS 16-134 LLC
|
|
100
|
%
|
|
Delaware
|
Lincoln (DE) LP
|
|
100
|
%
|
|
Delaware
|
Linden (GER) LLC
|
|
100
|
%
|
|
Delaware
|
Longboom (Finland) QRS 16-131, Inc.
|
|
100
|
%
|
|
Delaware
|
Longboom Finance (Finland) QRS 16-130, Inc.
|
|
100
|
%
|
|
Delaware
|
Longboom Landlord (Finland) LLC
|
|
100
|
%
|
|
Delaware
|
LPD (CT) QRS 16-132, Inc.
|
|
100
|
%
|
|
Delaware
|
LPORT (WA-TX) QRS 16-92, Inc.
|
|
100
|
%
|
|
Delaware
|
LPORT 2 (WA) QRS 16-147, Inc.
|
|
100
|
%
|
|
Delaware
|
LTI (DE) QRS 14-81, Inc.
|
|
100
|
%
|
|
Delaware
|
Name of Subsidiary
|
|
Ownership
|
|
State or Country of Incorporation
|
|
LTI Trust (MD)
|
|
100
|
%
|
|
Maryland
|
Mag-Info (SC) QRS 16-74, Inc.
|
|
100
|
%
|
|
Delaware
|
MAGS (UK) QRS 16-2, INC.
|
|
100
|
%
|
|
Delaware
|
Mala-IDS (DE) QRS 16-71, Inc.
|
|
100
|
%
|
|
Delaware
|
Mallika PBJ LLC
|
|
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
|
MCM (TN) LLC
|
|
100
|
%
|
|
Delaware
|
MCM Manager (TN) QRS 16-115, Inc.
|
|
100
|
%
|
|
Delaware
|
MCM Member (TN) QRS 16-116, Inc.
|
|
100
|
%
|
|
Delaware
|
MCPA Mass (TN) Associates
|
|
100
|
%
|
|
Tennessee
|
MCPA Plus (TN) Associates
|
|
100
|
%
|
|
Tennessee
|
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
|
Memphis Hotel Operator (TN) TRS 16-121, Inc.
|
|
100
|
%
|
|
Delaware
|
Memphis Hotel Owner (TN) QRS 16-122, Inc.
|
|
100
|
%
|
|
Delaware
|
Meri (NC) LLC
|
|
100
|
%
|
|
Delaware
|
Meri (NC) MM QRS 14-98, Inc.
|
|
100
|
%
|
|
Delaware
|
MET WST (UT) QRS 16-97, Inc.
|
|
100
|
%
|
|
Delaware
|
Metal (DE) QRS 14-67, Inc.
|
|
100
|
%
|
|
Delaware
|
Metal (GER) QRS 15-94, Inc.
|
|
100
|
%
|
|
Delaware
|
Metaply (MI) LLC
|
|
100
|
%
|
|
Delaware
|
MIAP (MN) LLC
|
|
100
|
%
|
|
Delaware
|
Micro (CA) QRS 11-43, Inc.
|
|
100
|
%
|
|
Delaware
|
MK (Mexico) QRS 16-48, Inc.
|
|
100
|
%
|
|
Delaware
|
MK (NY) Trust
|
|
100
|
%
|
|
Maryland
|
MK GP BEN (DE) QRS 16-45, Inc.
|
|
100
|
%
|
|
Delaware
|
MK Landlord (DE) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
MK LP Ben (DE) QRS 16-46, Inc.
|
|
100
|
%
|
|
Delaware
|
MK-Ben (DE) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
MK-GP (DE) QRS 16-43, Inc.
|
|
100
|
%
|
|
Delaware
|
MK-LP (DE) QRS 16-44, Inc.
|
|
100
|
%
|
|
Delaware
|
MK-Nom (ONT) Inc.
|
|
100
|
%
|
|
Canada
|
MM (UT) QRS 11-59, Inc.
|
|
100
|
%
|
|
Delaware
|
Module (DE) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
Mons (DE) QRS 15-68, Inc.
|
|
100
|
%
|
|
Delaware
|
More Applied Four (DE) LLC
|
|
100
|
%
|
|
Delaware
|
More Applied Utah (UT) LLC
|
|
100
|
%
|
|
Delaware
|
Movie (VA) QRS 14-24, Inc.
|
|
100
|
%
|
|
Delaware
|
Name of Subsidiary
|
|
Ownership
|
|
State or Country of Incorporation
|
|
MPH (UK) QRS 16-41, Inc.
|
|
100
|
%
|
|
Delaware
|
Nail (DE) Trust
|
|
100
|
%
|
|
Maryland
|
Nantwich sp.z o.o.
|
|
100
|
%
|
|
Poland
|
Neonatal Finland, Inc.
|
|
100
|
%
|
|
Delaware
|
Neoserv (CO) QRS 10-13, Inc.
|
|
100
|
%
|
|
Colorado
|
Neoserv (CO) QRS 11-8, Inc.
|
|
100
|
%
|
|
Colorado
|
New Option-QB (DE) LLC
|
|
100
|
%
|
|
Delaware
|
Nor (GA) QRS 14-17, Inc.
|
|
100
|
%
|
|
Georgia
|
Nord (GA) QRS 16-98, Inc.
|
|
100
|
%
|
|
Delaware
|
Nord B Note (DE) QRS 16-126, Inc.
|
|
100
|
%
|
|
Delaware
|
NR (LA) QRS 14-95, Inc.
|
|
100
|
%
|
|
Delaware
|
Olimpia Investments Sp. z o.o.
|
|
100
|
%
|
|
Poland
|
Optical (CA) QRS 15-8, Inc.
|
|
100
|
%
|
|
Delaware
|
Orb (MO) QRS 12-56, 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
|
Pacpress (IL-MI) QRS 16-114, Inc.
|
|
100
|
%
|
|
Delaware
|
Pallet (FRA) SARL
|
|
100
|
%
|
|
France
|
Panel (UK) QRS 14-54, Inc.
|
|
100
|
%
|
|
Delaware
|
Paper Limited Liability Company
|
|
100
|
%
|
|
Delaware
|
Parts (DE) QRS 14-90, Inc.
|
|
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
|
PF (GER) QRS 16-96 LLC
|
|
100
|
%
|
|
Delaware
|
PG (Multi-16) L.P.
|
|
100
|
%
|
|
Delaware
|
PG (Multi-16) QRS 16-7, Inc.
|
|
100
|
%
|
|
Delaware
|
PG (Multi-16) Trust
|
|
100
|
%
|
|
Maryland
|
PG Calgary (DE) Trust
|
|
100
|
%
|
|
New York
|
PG-Ben (CAN) QRS 16-9, Inc.
|
|
100
|
%
|
|
Delaware
|
PG-Nom Alberta, Inc.
|
|
100
|
%
|
|
Canada
|
Pilbara Investments Limited
|
|
100
|
%
|
|
Cyprus
|
Pipes (UK) QRS 16-59, Inc.
|
|
100
|
%
|
|
Delaware
|
Plants (Sweden) QRS 16-13, Inc.
|
|
100
|
%
|
|
Delaware
|
Plants Shareholder (Sweden) QRS 16-15, Inc.
|
|
100
|
%
|
|
Delaware
|
Plastic (DE) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
Plastic (DE) QRS 15-56, Inc.
|
|
100
|
%
|
|
Delaware
|
Plastic (DE) Trust
|
|
100
|
%
|
|
Maryland
|
Plastic II (IL) LLC
|
|
100
|
%
|
|
Delaware
|
Plastic II (IL) QRS 16-27, Inc.
|
|
100
|
%
|
|
Delaware
|
Plates (DE) QRS 14-63, Inc.
|
|
100
|
%
|
|
Delaware
|
Name of Subsidiary
|
|
Ownership
|
|
State or Country of Incorporation
|
|
Plex (WI) QRS 11-56, Inc.
|
|
100
|
%
|
|
Delaware
|
Plex Trust (MD)
|
|
100
|
%
|
|
Maryland
|
Pliers (DE) Trust
|
|
100
|
%
|
|
Maryland
|
Plum (DE) QRS 15-67, Inc.
|
|
100
|
%
|
|
Delaware
|
Pohj Landlord (Finland) LLC
|
|
100
|
%
|
|
Delaware
|
Pohj Managing Member (Finland) QRS 16-20, Inc.
|
|
100
|
%
|
|
Delaware
|
Pohj Member (Finland) QRS 15-82, Inc.
|
|
100
|
%
|
|
Delaware
|
Pol (NC) QRS 15-25, Inc.
|
|
100
|
%
|
|
Delaware
|
Pol-Beaver LLC
|
|
100
|
%
|
|
Delaware
|
Pold (GER) QRS 16-133 LLC
|
|
100
|
%
|
|
Delaware
|
Polkinvest Sprl
|
|
100
|
%
|
|
Belgium
|
Poly (Multi) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
Poly GP (Multi) QRS 16-35, Inc.
|
|
100
|
%
|
|
Delaware
|
Poly LP (MD) Trust
|
|
100
|
%
|
|
Maryland
|
Popcorn (TX) QRS 14-43, Inc.
|
|
100
|
%
|
|
Delaware
|
Ports (Finland) LLC
|
|
100
|
%
|
|
Delaware
|
Ports (Finland) QRS 16-63, Inc.
|
|
100
|
%
|
|
Delaware
|
PRA (OH) LLC
|
|
100
|
%
|
|
Delaware
|
Primo (MS) QRS 16-94, Inc.
|
|
100
|
%
|
|
Delaware
|
Print (WI) QRS 12-40, Inc.
|
|
100
|
%
|
|
Wisconsin
|
Prints (UK) QRS 16-1, Inc.
|
|
100
|
%
|
|
Delaware
|
Projector (FL) QRS 14-45, Inc.
|
|
100
|
%
|
|
Delaware
|
Provo (UT) QRS 16-85, Inc.
|
|
100
|
%
|
|
Delaware
|
Pump (MO) QRS 14-52, Inc.
|
|
100
|
%
|
|
Delaware
|
PWE (Multi) QRS 14-85, Inc.
|
|
100
|
%
|
|
Delaware
|
QRS 10-1 (ILL) Inc.
|
|
100
|
%
|
|
Illinois
|
QRS 10-18 (FL), LLC
|
|
100
|
%
|
|
Delaware
|
QRS 11-2 (AR), LLC
|
|
100
|
%
|
|
Delaware
|
QRS 11-41 (AL), LLC
|
|
100
|
%
|
|
Delaware
|
QS ARK (DE) QRS 15-38, Inc.
|
|
100
|
%
|
|
Delaware
|
Quest-US West (AZ) QRS 11-68, LLC
|
|
100
|
%
|
|
Delaware
|
Rad-Mon (VA-IN) LLC
|
|
100
|
%
|
|
Delaware
|
Rails (UK) QRS 15-54, Inc.
|
|
100
|
%
|
|
Delaware
|
Randolph/Clinton Limited Partnership
|
|
100
|
%
|
|
Delaware
|
Reyhold (DE) QRS 16-32, Inc.
|
|
100
|
%
|
|
Delaware
|
RI(CA) QRS 12-59, Inc.
|
|
100
|
%
|
|
Delaware
|
RII (CA) QRS 15-2, Inc.
|
|
100
|
%
|
|
Delaware
|
RRC (TX) GP QRS 12-61, Inc.
|
|
100
|
%
|
|
Delaware
|
RRC (TX) LP
|
|
100
|
%
|
|
Delaware
|
RRC (TX) Trust
|
|
100
|
%
|
|
Maryland
|
Rubbertex (TX) QRS 16-68, 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
|
SCHNEI-ELEC (MA) LLC
|
|
100
|
%
|
|
Delaware
|
Name of Subsidiary
|
|
Ownership
|
|
State or Country of Incorporation
|
|
Schobi (Ger-Pol) LLC
|
|
100
|
%
|
|
Delaware
|
Sealtex (DE) QRS 16-69, Inc.
|
|
100
|
%
|
|
Delaware
|
Semi (CA) QRS 12-45, Inc.
|
|
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
|
SFCO (GA) QRS 16-127, Inc.
|
|
100
|
%
|
|
Delaware
|
Shaq (DE) QRS 15-75, Inc.
|
|
100
|
%
|
|
Delaware
|
Shep (KS-OK) QRS 16-113, Inc.
|
|
100
|
%
|
|
Delaware
|
SHO Member (FL) LLC
|
|
100
|
%
|
|
Delaware
|
Shovel Management GmbH
|
|
67
|
%
|
|
Germany
|
SM (NY) QRS 14-93, Inc.
|
|
100
|
%
|
|
Delaware
|
South East Asian Pacific Holdings Ltd.
|
|
100
|
%
|
|
British Virgin Islands
|
Speed (NC) QRS 14-70, Inc.
|
|
100
|
%
|
|
Delaware
|
ST (TX) GP QRS 11-63, INC.
|
|
100
|
%
|
|
Delaware
|
ST (TX) LP
|
|
100
|
%
|
|
Delaware
|
ST (TX) Trust
|
|
100
|
%
|
|
Maryland
|
Steels (UK) QRS 16-58, Inc.
|
|
100
|
%
|
|
Delaware
|
Stor-Move UH 15 Business Trust
|
|
100
|
%
|
|
Massachusetts
|
Stor-Move UH 16 Business Trust
|
|
100
|
%
|
|
Massachusetts
|
Sun (SC) QRS 12-68, Inc.
|
|
100
|
%
|
|
Delaware
|
Sun Two (SC) QRS 12-69, Inc.
|
|
100
|
%
|
|
Delaware
|
Sunny Chip 14 LLC
|
|
100
|
%
|
|
Delaware
|
Sunny Chip 15 LLC
|
|
100
|
%
|
|
Delaware
|
Suspension (DE) QRS 15-1, Inc.
|
|
100
|
%
|
|
Delaware
|
Tech (GER) QRS 16-144, Inc.
|
|
100
|
%
|
|
Delaware
|
Tech Landlord (GER) LLC
|
|
30
|
%
|
|
Delaware
|
Teeth Finance (Finland) QRS 16-106, Inc.
|
|
100
|
%
|
|
Delaware
|
Teeth Landlord (Finland) LLC
|
|
100
|
%
|
|
Delaware
|
Teeth Member (Finland) QRS 16-107, Inc.
|
|
100
|
%
|
|
Delaware
|
Telc (NJ) QRS 16-30, Inc.
|
|
100
|
%
|
|
Delaware
|
Telegraph (MO) LLC
|
|
100
|
%
|
|
Delaware
|
Telegraph Manager (MO) WPC, Inc.
|
|
100
|
%
|
|
Delaware
|
Terrier (AZ) QRS 14-78, Inc.
|
|
100
|
%
|
|
Delaware
|
Tfarma (CO) QRS 16-93, Inc.
|
|
100
|
%
|
|
Delaware
|
Theatre (DE) QRS 14-14, Inc.
|
|
100
|
%
|
|
Delaware
|
Thids (DE) QRS 16-17, Inc.
|
|
100
|
%
|
|
Delaware
|
Thids 16 Company Limited
|
|
100
|
%
|
|
Thailand
|
Three Aircraft Seats (DE) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
Three Cabin Seats (DE) LLC
|
|
100
|
%
|
|
Delaware
|
Tissue SARL
|
|
100
|
%
|
|
France
|
Tito (FI) QRS 15-81, Inc.
|
|
100
|
%
|
|
Delaware
|
Tito (FI) QRS 16-6, Inc.
|
|
100
|
%
|
|
Delaware
|
Toner (DE) QRS 14-96, Inc.
|
|
100
|
%
|
|
Delaware
|
Name of Subsidiary
|
|
Ownership
|
|
State or Country of Incorporation
|
|
Tower (DE) QRS 14-89, Inc.
|
|
100
|
%
|
|
Delaware
|
Tower 14 (MD)
|
|
100
|
%
|
|
Maryland
|
Toys (NE) QRS 15-74, Inc.
|
|
100
|
%
|
|
Delaware
|
Trinity WPC (Manchester) Limited
|
|
100
|
%
|
|
United Kingdom
|
Trinity WPC (UK) Limited
|
|
100
|
%
|
|
United Kingdom
|
Trinity WPC (UK) LLC
|
|
100
|
%
|
|
Delaware
|
Trucks (France) SARL
|
|
100
|
%
|
|
France
|
TR-VSS (MI) QRS 16-90. Inc.
|
|
100
|
%
|
|
Delaware
|
TSO-Hungary KFT
|
|
51
|
%
|
|
Hungary
|
UH Storage (DE) Limited Partnership
|
|
88
|
%
|
|
Delaware
|
UH Storage GP (DE) QRS 15-50, Inc.
|
|
100
|
%
|
|
Delaware
|
UK Panel LLC
|
|
100
|
%
|
|
Delaware
|
Uni-Tech (CA) QRS 15-64, Inc.
|
|
100
|
%
|
|
Delaware
|
Unitech (IL) LLC
|
|
100
|
%
|
|
Delaware
|
Uni-Tech (PA) QRS 15-51, Inc.
|
|
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
|
Ursa (VT) QRS 12-30, Inc.
|
|
100
|
%
|
|
Vermont
|
URubber (TX) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
UTI-SAC (CA) QRS 16-34, Inc.
|
|
100
|
%
|
|
Delaware
|
Valves Germany (DE) QRS 16-64 LLC
|
|
100
|
%
|
|
Delaware
|
Valves Member Germany (DE) QRS 16-65 LLC
|
|
100
|
%
|
|
Delaware
|
Venice (CA) LP
|
|
100
|
%
|
|
Delaware
|
Vinyl (DE) QRS 14-71, Inc.
|
|
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) Co., Ltd.
|
|
100
|
%
|
|
China
|
W. P. Carey Holdings, LLC
|
|
100
|
%
|
|
Delaware
|
W. P. Carey International LLC
|
|
100
|
%
|
|
Delaware
|
W.P.C.I. Holdings I LLC
|
|
92
|
%
|
|
Delaware
|
W.P.C.I. Holdings II LLC
|
|
92
|
%
|
|
Delaware
|
Wadd-II (TN) LP
|
|
100
|
%
|
|
Delaware
|
Wadd-II General Partner (TN) QRS 15-19, INC.
|
|
100
|
%
|
|
Delaware
|
Wals (IN) LLC
|
|
100
|
%
|
|
Delaware
|
Weg (GER) QRS 15-83, Inc.
|
|
100
|
%
|
|
Delaware
|
Wegell GmbH & Co. KG
|
|
100
|
%
|
|
Germany
|
Wegell Verwaltungs GmbH
|
|
100
|
%
|
|
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
|
Windough (DE) LP
|
|
100
|
%
|
|
Delaware
|
Windough Lot (DE) LP
|
|
100
|
%
|
|
Delaware
|
Name of Subsidiary
|
|
Ownership
|
|
State or Country of Incorporation
|
|
Wisco (WI) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
Wolv (DE) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
Wolv Trust, a Maryland Business Trust
|
|
100
|
%
|
|
Maryland
|
Work (GER) QRS 16-117, Inc.
|
|
100
|
%
|
|
Delaware
|
WPC Australia 1 Trust
|
|
100
|
%
|
|
Australia
|
WPC Crown Colony (MA) LLC
|
|
100
|
%
|
|
Delaware
|
WPC Holdco LLC
|
|
100
|
%
|
|
Maryland
|
WPC International Holding and Financing LLC
|
|
100
|
%
|
|
Delaware
|
WPC Pan-European Holding Cooperatief U.A.
|
|
100
|
%
|
|
Netherlands
|
WPC PR6 (CO) LLC
|
|
100
|
%
|
|
Delaware
|
WPC PR6 OPT (CO) LLC
|
|
100
|
%
|
|
Delaware
|
WPC QBE Manager, LLC
|
|
100
|
%
|
|
Delaware
|
WPC REIT 1 B.V.
|
|
100
|
%
|
|
Netherlands
|
WPC REIT ADMIR 8 B.V.
|
|
100
|
%
|
|
Netherlands
|
WPC REIT Cargo 4 B.V.
|
|
100
|
%
|
|
Netherlands
|
WPC REIT Merger Sub Inc.
|
|
100
|
%
|
|
Maryland
|
WPC REIT Pola 6 B.V.
|
|
100
|
%
|
|
Netherlands
|
WPC REIT Sant 5 B.V.
|
|
100
|
%
|
|
Netherlands
|
WPC REIT Tot 7 B.V.
|
|
100
|
%
|
|
Netherlands
|
WPC Smucker Manager, LLC
|
|
100
|
%
|
|
Delaware
|
WPC Sub Trust No. 1
|
|
100
|
%
|
|
Australia
|
WPC TOT 1 AS
|
|
100
|
%
|
|
Norway
|
WPC TOT 2 AS
|
|
100
|
%
|
|
Norway
|
WPC TOT 3 AS
|
|
100
|
%
|
|
Norway
|
WPC-CPA:18 Holdings, LLC
|
|
100
|
%
|
|
Delaware
|
Wrench (DE) Limited Partnership
|
|
100
|
%
|
|
Delaware
|
Wrench (DE) QRS 15-31, Inc.
|
|
100
|
%
|
|
Delaware
|
Wrench (DE) Trust
|
|
100
|
%
|
|
Maryland
|
XPD (NJ) LLC
|
|
100
|
%
|
|
Delaware
|
XPD Member (NJ) QRS 16-12, Inc.
|
|
100
|
%
|
|
Delaware
|
Zylinderblock (GER) LLC
|
|
100
|
%
|
|
Delaware
|
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 control over financial reporting.
|
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 control over financial reporting.
|
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.
|