UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2018~~March 31, 2019

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________ to __________

Commission File Number: 001-13779

W. P. Carey Inc.

(Exact name of registrant as specified in its charter)



Maryland	45-4549771
(State of incorporation)	(I.R.S. Employer Identification No.)

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

Investor Relations (212) 492-8920

(212) 492-1100

(Registrant’s telephone numbers, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o
		~~(Do not check if a smaller reporting company)~~

Smaller reporting company o	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

Registrant has ~~107,214,394~~170,396,695 shares of common stock, $0.001 par value, outstanding at ~~July 27, 2018.~~April 26, 2019. The registrant’s shares of common stock are listed on the New York Stock Exchange under the ticker symbol “WPC.”

INDEX



		Page No.



PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Equity	6
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		45
Item 3. Quantitative and Qualitative Disclosures About Market Risk		7268
Item 4. Controls and Procedures		7672

PART II — OTHER INFORMATION
Item ~~1A.~~ ~~Risk Factors~~		77
~~Item~~ 6. Exhibits		7873
Signatures		7974

W. P. Carey 3/31/2019 10-Q– 1



	~~W. P. Carey 6/30/2018 10-Q~~– 1

Forward-Looking Statements

This Quarterly Report on Form 10-Q ~~or this Report,~~(this “Report”), including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of Part I of this Report, contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements include, but are not limited to, statements regarding: ~~the Proposed Merger discussed herein, including the impact thereof; our expected range of Adjusted funds from operations, or AFFO; the amount and timing of any future dividends; statements regarding~~ our corporate strategy and estimated or future economic performance and results, ~~including our projected assets under management,~~ underlying assumptions about our portfolio (e.g., occupancy rate, lease terms, and tenant credit quality, including our expectations about tenant bankruptcies and interest coverage), possible new acquisitions and dispositions, and our international exposure and acquisition volume; our capital structure, future capital expenditure levels ~~including~~(including any plans to fund our future liquidity ~~needs,~~needs), and future leverage and debt service obligations; prospective statements regarding our capital markets program, including our credit ratings and ~~ability to sell shares under our~~ “at-the market” program ~~and the use of proceeds from that program; our capital structure;~~(“ATM Program”); the outlook for the investment programs that we manage, including ~~their earnings, as well as~~ possible liquidity events for those ~~programs (including the Proposed Merger);~~programs; statements that we make regarding our ability to remain qualified for taxation as a real estate investment trust ~~or REIT, and the recently adopted Tax Cuts and Jobs Act in the United States;~~(“REIT”); the impact of recently issued accounting ~~pronouncements; other~~pronouncements and regulatory ~~activity, such as the General Data Protection Regulation in the European Union or other data privacy initiatives;~~activity; and the general economic outlook. These statements are based on the current expectations of our management. It is important to note that our actual results could be materially different from those projected in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on our business, financial condition, liquidity, results of operations, ~~AFFO,~~Adjusted funds from operations (“AFFO”), and prospects. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties, and other factors that may materially affect our future results, performance, achievements, or transactions. Information on factors that could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report as well as in our other filings with the Securities and Exchange Commission ~~or the SEC,~~(“SEC”), including but not limited to those described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2017, as filed with the SEC on~~2018, dated February ~~23, 2018, or the 2017~~25, 2019 (the “2018 Annual ~~Report, and in Part II, Item 1A. Risk Factors herein.~~Report”). Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, potential investors are cautioned not to place undue reliance on these forward-looking statements as a prediction of future results, which speak only as of the date of this Report, unless noted otherwise. Except as required by federal securities laws and the rules and regulations of the SEC, we do not undertake to revise or update any forward-looking statements.

All references to “Notes” throughout the document refer to the footnotes to the consolidated financial statements of the registrant in Part I, Item 1. Financial Statements (Unaudited).

W. P. Carey 3/31/2019 10-Q– 2



	~~W. P. Carey 6/30/2018 10-Q~~– 2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

W. P. CAREY INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share and per share amounts)


	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Assets
Investments in real estate:
Land, buildings and improvements	$	5,651,906		$	5,457,265		$	9,396,426		$	9,251,396
Net investments in direct financing leases	705,588			721,607			1,279,122			1,306,215
In-place lease and other intangible assets	1,228,241			1,213,976
In-place lease intangible assets and other							2,101,473			2,009,628
Above-market rent intangible assets	631,977			640,480			922,427			925,797
Investments in real estate	8,217,712			8,033,328			13,699,448			13,493,036
Accumulated depreciation and amortization	(1,445,397		)	(1,329,613		)	(1,681,942		)	(1,564,182		)
Net investments in real estate	6,772,315			6,703,715			12,017,506			11,928,854
Equity investments in the Managed Programs and real estate	363,622			341,457			320,066			329,248
Cash and cash equivalents	122,430			162,312			243,325			217,644
Due from affiliates	78,100			105,308			71,477			74,842
Other assets, net	288,173			274,650			584,855			711,507
Goodwill	642,060			643,960			918,673			920,944
Total assets	$	8,266,700		$	8,231,402		$	14,155,902		$	14,183,039
Liabilities and Equity
Debt:
Senior unsecured notes, net	$	3,018,475		$	2,474,661		$	3,513,268		$	3,554,470
Unsecured revolving credit facility	396,917			216,775			106,899			91,563
Unsecured term loans, net	—			388,354
Non-recourse mortgages, net	985,666			1,185,477			2,503,321			2,732,658
Debt, net	4,401,058			4,265,267			6,123,488			6,378,691
Accounts payable, accrued expenses and other liabilities	245,288			263,053			452,920			403,896
Below-market rent and other intangible liabilities, net	107,542			113,957			217,506			225,128
Deferred income taxes	88,871			67,009			167,294			173,115
Distributions payable	110,972			109,766
Dividends payable							176,965			172,154
Total liabilities	4,953,731			4,819,052			7,138,173			7,352,984
Redeemable noncontrolling interest	965			965
Commitments and contingencies (Note 11)

Preferred stock, $0.001 par value, 50,000,000 shares authorized; none issued	—			—			—			—
Common stock, $0.001 par value, 450,000,000 shares authorized; 107,200,687 and 106,922,616 shares, respectively, issued and outstanding	107			107
Common stock, $0.001 par value, 450,000,000 shares authorized; 169,636,526 and 165,279,642 shares, respectively, issued and outstanding							170			165
Additional paid-in capital	4,443,374			4,433,573			8,483,301			8,187,335
Distributions in excess of accumulated earnings	(1,132,182		)	(1,052,064		)	(1,256,754		)	(1,143,992		)
Deferred compensation obligation	36,007			46,656			37,263			35,766
Accumulated other comprehensive loss	(247,402		)	(236,011		)	(252,683		)	(254,996		)
Total stockholders’ equity	3,099,904			3,192,261			7,011,297			6,824,278
Noncontrolling interests	212,100			219,124			6,432			5,777
Total equity	3,312,004			3,411,385			7,017,729			6,830,055
Total liabilities and equity	$	8,266,700		$	8,231,402		$	14,155,902		$	14,183,039

See Notes to Consolidated Financial Statements.

W. P. Carey 3/31/2019 10-Q– 3



	~~W. P. Carey 6/30/2018 10-Q~~– 3

W. P. CAREY INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except share and per share amounts)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Revenues
Owned Real Estate:
Real Estate:
Lease revenues	$	162,634		$	158,255		$	325,847		$	314,036		$	262,939		$	169,432
Reimbursable tenant costs	5,733			5,322			11,952			10,543
Operating property revenues	4,865			8,223			12,083			15,203			15,996			7,218
Lease termination income and other	680			2,247			1,622			3,007			3,270			942
	173,912			174,047			351,504			342,789			282,205			177,592
Investment Management:
Asset management revenue	17,268			17,966			34,253			35,333			9,732			16,985
Reimbursable costs from affiliates	5,537			13,479			10,841			39,179			3,868			5,304
Structuring revenue	4,426			14,330			6,165			18,164
Dealer manager fees	—			1,000			—			4,325
Other advisory revenue	—			706			190			797
Structuring and other advisory revenue													2,518			1,929
	27,231			47,481			51,449			97,798			16,118			24,218
	201,143			221,528			402,953			440,587			298,323			201,810
Operating Expenses
Depreciation and amortization	64,337			62,849			130,294			125,279			112,379			65,957
General and administrative	16,442			17,529			35,025			35,953			21,285			18,583
Reimbursable tenant and affiliate costs	11,270			18,801			22,793			49,722
Reimbursable tenant costs													13,171			6,219
Operating property expenses													10,594			5,670
Property expenses, excluding reimbursable tenant costs	8,908			10,530			18,807			20,640			9,912			4,229
Stock-based compensation expense	3,698			3,104			11,917			10,014			4,165			8,219
Reimbursable costs from affiliates													3,868			5,304
Subadvisor fees													2,202			2,032
Merger and other expenses	2,692			1,000			2,655			1,073			146			(37		)
Subadvisor fees	1,855			3,672			3,887			6,392
Restructuring and other compensation	—			7,718			—			7,718
Dealer manager fees and expenses	—			2,788			—			6,082
Impairment charges	—			—			4,790			—			—			4,790
	109,202			127,991			230,168			262,873			177,722			120,966
Other Income and Expenses
Interest expense	(41,311		)	(42,235		)	(79,385		)	(84,192		)	(61,313		)	(38,074		)
Equity in earnings of equity method investments in the Managed Programs and real estate	12,558			15,728			27,883			31,502			5,491			15,325
Other gains and (losses)	10,586			(916		)	7,823			(400		)	955			(2,763		)
Gain on sale of real estate, net													933			6,732
	(18,167		)	(27,423		)	(43,679		)	(53,090		)	(53,934		)	(18,780		)
Income before income taxes and gain on sale of real estate	73,774			66,114			129,106			124,624
Provision for income taxes	(6,262		)	(2,448		)	(260		)	(1,143		)
Income before gain on sale of real estate	67,512			63,666			128,846			123,481
Gain on sale of real estate, net of tax	11,912			3,465			18,644			3,475
Income before income taxes													66,667			62,064
Benefit from income taxes													2,129			6,002
Net Income	79,424			67,131			147,490			126,956			68,796			68,066
Net income attributable to noncontrolling interests	(3,743		)	(2,813		)	(6,535		)	(5,154		)	(302		)	(2,792		)
Net Income Attributable to W. P. Carey	$	75,681		$	64,318		$	140,955		$	121,802		$	68,494		$	65,274

Basic Earnings Per Share	$	0.70		$	0.60		$	1.30		$	1.13		$	0.41		$	0.60
Diluted Earnings Per Share	$	0.70		$	0.59		$	1.30		$	1.13		$	0.41		$	0.60
Weighted-Average Shares Outstanding
Basic	108,059,394			107,668,218			108,058,671			107,615,644			167,234,121			108,057,940
Diluted	108,234,934			107,783,204			108,243,063			107,801,318			167,434,740			108,211,936

Distributions Declared Per Share	$	1.020		$	1.000		$	2.035		$	1.995

See Notes to Consolidated Financial Statements.

W. P. Carey 3/31/2019 10-Q– 4



	~~W. P. Carey 6/30/2018 10-Q~~– 4

W. P. CAREY INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Net Income	$	79,424		$	67,131		$	147,490		$	126,956		$	68,796		$	68,066
Other Comprehensive (Loss) Income
Other Comprehensive Income
Unrealized gain (loss) on derivative instruments													1,949			(8,392		)
Change in unrealized gain on investments													537			428
Foreign currency translation adjustments	(39,815		)	27,957			(21,299		)	42,707			(173		)	18,516
Realized and unrealized gain (loss) on derivative instruments	14,073			(16,631		)	5,681			(22,304		)
Change in unrealized (loss) gain on investments	(58		)	(73		)	370			(326		)
	(25,800		)	11,253			(15,248		)	20,077			2,313			10,552
Comprehensive Income	53,624			78,384			132,242			147,033			71,109			78,618

Amounts Attributable to Noncontrolling Interests
Net income	(3,743		)	(2,813		)	(6,535		)	(5,154		)	(302		)	(2,792		)
Foreign currency translation adjustments	7,634			(8,675		)	3,852			(9,245		)	—			(3,782		)
Realized and unrealized loss on derivative instruments	2			8			5			5
Comprehensive loss (income) attributable to noncontrolling interests	3,893			(11,480		)	(2,678		)	(14,394		)
Unrealized loss on derivative instruments													—			3
Comprehensive income attributable to noncontrolling interests													(302		)	(6,571		)
Comprehensive Income Attributable to W. P. Carey	$	57,517		$	66,904		$	129,564		$	132,639		$	70,807		$	72,047

See Notes to Consolidated Financial Statements.

W. P. Carey 3/31/2019 10-Q– 5



	~~W. P. Carey 6/30/2018 10-Q~~– 5

W. P. CAREY INC.

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

~~Six~~Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

(in thousands, except share and per share amounts)


	W. P. Carey Stockholders																								W. P. Carey Stockholders
							Distributions						Accumulated																		Distributions					Accumulated
	Common Stock			Additional			in Excess of			Deferred			Other			Total									Common Stock			Additional			in Excess of			Deferred		Other			Total
	$0.001 Par Value			Paid-in			Accumulated			Compensation			Comprehensive			W. P. Carey			Noncontrolling						$0.001 Par Value			Paid-in			Accumulated			Compensation		Comprehensive			W. P. Carey			Noncontrolling
	Shares	Amount		Capital			Earnings			Obligation			Loss			Stockholders			Interests			Total			Shares	Amount		Capital			Earnings			Obligation		Loss			Stockholders			Interests			Total
Balance at January 1, 2018	106,922,616	$	107	$	4,433,573		$	(1,052,064	)	$	46,656		$	(236,011	)	$	3,192,261		$	219,124		$	3,411,385
Balance at January 1, 2019																									165,279,642	$	165	$	8,187,335		$	(1,143,992	)	$	35,766	$	(254,996	)	$	6,824,278		$	5,777		$	6,830,055
Shares issued under ATM Program, net																									4,053,623	4		303,827											303,831						303,831
Shares issued upon delivery of vested restricted share awards	276,000	—		(13,565		)										(13,565		)				(13,565		)	303,261	1		(15,566		)									(15,565		)				(15,565		)
Shares issued upon purchases under employee share purchase plan	2,071	—		125												125						125
Delivery of deferred vested shares, net				10,649						(10,649		)				—						—
Deferral of vested shares, net																												(1,445		)				1,445					—						—
Amortization of stock-based compensation expense				11,917												11,917						11,917						4,165											4,165						4,165
Contributions from noncontrolling interests																—			71			71																	—			849			849
Distributions to noncontrolling interests																—			(9,773		)	(9,773		)															—			(496		)	(496		)
Distributions declared ($2.035 per share)				675			(221,073		)							(220,398		)				(220,398		)
Dividends declared ($1.032 per share)																												4,985			(181,256		)	52					(176,219		)				(176,219		)
Net income							140,955									140,955			6,535			147,490									68,494								68,494			302			68,796
Other comprehensive loss:
Other comprehensive income:
Unrealized gain on derivative instruments																																				1,949			1,949						1,949
Change in unrealized gain on investments																																				537			537						537
Foreign currency translation adjustments													(17,447		)	(17,447		)	(3,852		)	(21,299		)												(173		)	(173		)				(173		)
Realized and unrealized gain on derivative instruments													5,686			5,686			(5		)	5,681
Change in unrealized gain on investments													370			370						370
Balance at June 30, 2018	107,200,687	$	107	$	4,443,374		$	(1,132,182	)	$	36,007		$	(247,402	)	$	3,099,904		$	212,100		$	3,312,004
Balance at March 31, 2019																									169,636,526	$	170	$	8,483,301		$	(1,256,754	)	$	37,263	$	(252,683	)	$	7,011,297		$	6,432		$	7,017,729

W. P. Carey 3/31/2019 10-Q– 6



	~~W. P. Carey 6/30/2018 10-Q~~– 6

W. P. CAREY INC.

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(Continued)

~~Six~~Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

(in thousands, except share and per share amounts)

W. P. Carey Stockholders
Distributions Accumulated
Common Stock Additional in Excess of Deferred Other Total
$0.001 Par Value Paid-in Accumulated Compensation Comprehensive W. P. Carey Noncontrolling
Shares Amount Capital Earnings Obligation Loss Stockholders Interests Total
Balance at January 1, 2017 106,294,162
$ 106
$ 4,399,961
$ (894,137 ) $ 50,222
$ (254,485 ) $ 3,301,667
$ 123,473
$ 3,425,140
Shares issued under “at-the-market” offering, net 329,753
1
21,872
21,873
21,873
Acquisition of noncontrolling interest (1,845 ) (1,845 ) 1,845
—
Shares issued upon delivery of vested restricted share awards 204,964
—
(9,458 ) (9,458 ) (9,458 )
Shares issued upon exercise of stock options and purchases under employee share purchase plan 37,744
—
(1,595 ) (1,595 ) (1,595 )
Delivery of deferred vested shares, net 3,734
(3,734 ) —
—
Amortization of stock-based compensation expense 10,014
10,014
10,014
Contributions from noncontrolling interests —
90,484
90,484
Distributions to noncontrolling interests —
(11,585 ) (11,585 )
Distributions declared ($1.995 per share) 1,158
(217,049 ) 223
(215,668 ) (215,668 )
Net income 121,802
121,802
5,154
126,956
Other comprehensive income:
Foreign currency translation adjustments 33,462
33,462
9,245
42,707
Realized and unrealized loss on derivative instruments (22,299 ) (22,299 ) (5 ) (22,304 )
Change in unrealized loss on investments (326 ) (326 ) (326 )
Balance at June 30, 2017 106,866,623
$ 107
$ 4,423,841
$ (989,384 ) $ 46,711
$ (243,648 ) $ 3,237,627
$ 218,611
$ 3,456,238



	W. P. Carey Stockholders
							Distributions						Accumulated
	Common Stock			Additional			in Excess of			Deferred			Other			Total
	$0.001 Par Value			Paid-in			Accumulated			Compensation			Comprehensive			W. P. Carey			Noncontrolling
	Shares	Amount		Capital			Earnings			Obligation			Loss			Stockholders			Interests			Total
Balance at January 1, 2018	106,922,616	$	107	$	4,433,573		$	(1,052,064	)	$	46,656		$	(236,011	)	$	3,192,261		$	219,124		$	3,411,385
Shares issued upon delivery of vested restricted share awards	271,824	—		(13,543		)										(13,543		)				(13,543		)
Delivery of deferred vested shares, net				10,509						(10,509		)				—						—
Amortization of stock-based compensation expense				8,219												8,219						8,219
Distributions to noncontrolling interests																—			(5,224		)	(5,224		)
Dividends declared ($1.015 per share)				675			(110,625		)							(109,950		)				(109,950		)
Net income							65,274									65,274			2,792			68,066
Other comprehensive income:
Foreign currency translation adjustments													14,734			14,734			3,782			18,516
Unrealized loss on derivative instruments													(8,389		)	(8,389		)	(3		)	(8,392		)
Change in unrealized gain on investments													428			428						428
Balance at March 31, 2018	107,194,440	$	107	$	4,439,433		$	(1,097,415	)	$	36,147		$	(229,238	)	$	3,149,034		$	220,471		$	3,369,505

See Notes to Consolidated Financial Statements.

W. P. Carey 3/31/2019 10-Q– 7



	~~W. P. Carey 6/30/2018 10-Q~~– 7

W. P. CAREY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2019			2018
Cash Flows — Operating Activities
Net income	$	147,490		$	126,956		$	68,796		$	68,066
Adjustments to net income:
Depreciation and amortization, including intangible assets and deferred financing costs	132,188			129,178			115,400			65,837
Amortization of rent-related intangibles and deferred rental revenue							15,925			11,455
Straight-line rent adjustments							(11,192		)	(3,722		)
Investment Management revenue received in shares of Managed REITs and other	(30,793		)	(31,879		)	(7,681		)	(16,505		)
Realized and unrealized losses on foreign currency transactions, derivatives, and other							7,504			4,267
Distributions of earnings from equity method investments	28,361			32,590			7,080			15,289
Equity in earnings of equity method investments in the Managed Programs and real estate	(27,883		)	(31,502		)	(5,491		)	(15,325		)
Amortization of rent-related intangibles and deferred rental revenue	23,332			24,753
Gain on sale of real estate	(18,644		)	(3,475		)
Stock-based compensation expense	11,917			10,014			4,165			8,219
Deferred income taxes	(8,959		)	(6,933		)
Straight-line rent adjustments	(7,503		)	(8,970		)
Deferred income tax benefit							(1,829		)	(12,155		)
Gain on sale of real estate, net							(933		)	(6,732		)
Impairment charges	4,790			—			—			4,790
Realized and unrealized (gains) losses on foreign currency transactions, derivatives, and other	(4,330		)	7,089
Changes in assets and liabilities:
Net changes in other operating assets and liabilities	(24,096		)	(5,927		)	(50,939		)	(23,893		)
Deferred structuring revenue received	5,620			9,927			2,581			4,080
Increase in deferred structuring revenue receivable	(2,576		)	(4,064		)	(540		)	(725		)
Net Cash Provided by Operating Activities	228,914			247,757			142,846			102,946
Cash Flows — Investing Activities
Purchases of real estate	(269,890		)	(6,000		)	(164,929		)	(85,197		)
Funding for real estate construction, redevelopments, and other capital expenditures on real estate							(27,076		)	(20,548		)
Return of capital from equity method investments							18,750			3,244
Other investing activities, net							16,835			380
Proceeds from sales of real estate	77,737			43,809			4,851			35,691
Funding for real estate construction, redevelopments, and other capital expenditures on owned real estate	(48,888		)	(28,519		)
Capital contributions to equity method investments							(2,594		)	(715		)
Proceeds from repayment of short-term loans to affiliates	37,000			214,495			—			37,000
Funding of short-term loans to affiliates	(10,000		)	(48,492		)	—			(10,000		)
Return of capital from equity method investments	6,957			3,836
Other investing activities, net	(3,400		)	1,859
Capital contributions to equity method investments	(715		)	(1,290		)
Capital expenditures on corporate assets	(248		)	(253		)
Net Cash (Used in) Provided by Investing Activities	(211,447		)	179,445
Net Cash Used in Investing Activities							(154,163		)	(40,145		)
Cash Flows — Financing Activities
Proceeds from shares issued under ATM Program, net of selling costs							303,831			—
Prepayments of mortgage principal							(199,579		)	(164,908		)
Dividends paid							(171,408		)	(109,407		)
Proceeds from Senior Unsecured Credit Facility							145,225			292,964
Repayments of Senior Unsecured Credit Facility	(818,895		)	(1,433,091		)	(128,452		)	(650,722		)
Scheduled payments of mortgage principal							(40,360		)	(22,472		)
Payments for withholding taxes upon delivery of equity-based awards							(15,565		)	(13,883		)
Other financing activities, net							1,238			(137		)
Contributions from noncontrolling interests							849			—
Distributions paid to noncontrolling interests							(496		)	(5,224		)
Proceeds from issuance of Senior Unsecured Notes	616,355			530,456			—			616,355
Proceeds from Senior Unsecured Credit Facility	592,990			1,009,591
Distributions paid	(219,192		)	(214,117		)
Prepayments of mortgage principal	(164,908		)	(100,647		)
Scheduled payments of mortgage principal	(34,338		)	(287,813		)
Payments for withholding taxes upon delivery of equity-based awards and exercises of stock options	(13,905		)	(11,159		)
Distributions paid to noncontrolling interests	(9,773		)	(11,585		)
Payment of financing costs	(4,286		)	(12,464		)	—			(3,590		)
Other financing activities, net	(3,309		)	557
Proceeds from mortgage financing	857			—			—			857
Contributions from noncontrolling interests	71			90,484
Proceeds from shares issued under “at-the-market” offering, net of selling costs	—			21,864
Net Cash Used in Financing Activities	(58,333		)	(417,924		)	(104,717		)	(60,167		)
Change in Cash and Cash Equivalents and Restricted Cash During the Period
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(4,992		)	5,217			(2,350		)	3,073
Net (decrease) increase in cash and cash equivalents and restricted cash	(45,858		)	14,495			(118,384		)	5,707
Cash and cash equivalents and restricted cash, beginning of period	209,676			210,731			424,063			209,676
Cash and cash equivalents and restricted cash, end of period	$	163,818		$	225,226		$	305,679		$	215,383

See Notes to Consolidated Financial Statements.

W. P. Carey 3/31/2019 10-Q– 8



	~~W. P. Carey 6/30/2018 10-Q~~– 8

W. P. CAREY INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Business and Organization

W. P. Carey Inc. (“W. P. Carey”) is a REIT that, together with ~~its~~our consolidated subsidiaries, invests primarily in operationally-critical, single-tenant commercial real estate properties located in ~~North America~~the United States and Northern and Western ~~Europe.~~Europe on a long-term basis. We earn revenue principally by leasing the properties we own to companies on a triple-net lease basis, which generally requires each tenant to pay the costs associated with operating and maintaining the property.

Founded in 1973, our shares of common stock are listed on the New York Stock Exchange under the symbol “WPC.”

On June 17, 2018, we, Corporate Property Associates 17 – Global Incorporated, or CPA:17 – Global, a publicly-held, non-listed REIT advised by us, and certain of our subsidiaries entered into an agreement and plan of merger, or Merger Agreement, pursuant to which CPA:17 – Global will merge with and into one of our subsidiaries in exchange for shares of our common stock, or the Proposed Merger (~~Note 3~~). On July 27, 2018, we filed a registration statement on Form S-4 with the SEC to register the shares of our common stock to be issued in the Proposed Merger; upon effectiveness of this registration statement, which is currently under review by the SEC, we and CPA:17 – Global intend to mail the joint proxy statement/prospectus contained therein to our respective stockholders in connection with the Proposed Merger. The Proposed Merger and related transactions are subject to a number of closing conditions, including approvals by our stockholders and the stockholders of CPA:17 – Global. If these approvals are obtained and the other closing conditions are met, we currently expect the transaction to close at or around December 31, 2018, although there can be no assurance that the Proposed Merger will occur at such time or at all.

We ~~have~~ elected to be taxed as a REIT under Section 856 through 860 of the Internal Revenue ~~Code.~~Code effective as of February 15, 2012. As a REIT, we are not ~~generally~~ subject to ~~United States~~ federal income ~~taxation other than from~~taxes on income and gains that we distribute to our ~~taxable REIT subsidiaries, or TRSs,~~stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We also own real property in jurisdictions outside the United States through foreign subsidiaries and are subject to income taxes on our pre-tax income earned from properties in such countries. Through our taxable REIT subsidiaries (“TRSs”), we also earn revenue as the advisor to certain publicly owned, non-traded investment programs. We hold all of our real estate assets attributable to our ~~Owned~~ Real Estate segment under the REIT structure, while the activities conducted by our Investment Management segment subsidiaries have been organized under TRSs.

~~Through our TRSs, we also earn revenue as~~On October 31, 2018, one of the ~~advisor to publicly owned, non-listed~~non-traded REITs that ~~invested in similar properties, which are sponsored by us under the~~we advised, Corporate Property Associates ~~or CPA,~~17 – Global Incorporated (“CPA:17 – Global”), merged with and into one of our wholly owned subsidiaries (the “CPA:17 Merger”) (Note 3~~brand name.~~). At ~~June 30, 2018,~~March 31, 2019, we were the advisor to ~~CPA:17 – Global and~~ the following entities:

Corporate Property Associates 18 – Global Incorporated or (“CPA:18 – ~~Global. We~~Global”), a publicly owned, non-traded REIT that primarily invests in commercial real estate properties; we refer to CPA:17 – Global (until the closing of the CPA:17 Merger on October 31, 2018) and CPA:18 – Global together as the ~~CPA REITs.~~“CPA REITs;”


•	Carey Watermark Investors Incorporated (“CWI 1”) and Carey Watermark Investors 2 Incorporated (“CWI 2”), two publicly owned, non-traded REITs that invest in lodging and lodging-related properties; we refer to CWI 1 and CWI 2 together as the “CWI REITs” and, together with the CPA REITs, as the “Managed REITs” (Note 3); and


•	Carey European Student Housing Fund I, L.P. (“CESH”), a limited partnership formed for the purpose of developing, owning, and operating student housing properties and similar investments in Europe (Note 3); we refer to the Managed REITs (including CPA:17 – Global prior to the CPA:17 Merger) and CESH collectively as the “Managed Programs.”

At June 30, 2018, we were also the advisor to Carey Watermark Investors Incorporated, or CWI 1, and Carey Watermark Investors 2 Incorporated, or CWI 2, two publicly owned, non-listed REITs that invest in lodging and lodging-related properties. We ~~refer to CWI 1 and CWI 2 together as the CWI REITs and, together with the CPA REITs, as the Managed REITs (Note 3~~).

At June 30, 2018, we were also the advisor to Carey European Student Housing Fund I, L.P., or CESH I, a limited partnership formed for the purpose of developing, owning, and operating student housing properties and similar investments in Europe (~~Note 3). We refer to the Managed REITs and CESH I collectively as the Managed Programs.~~

In June 2017, our board of directors, or the Board, approved a plan to exit non-traded retail fundraising activities carried out by our wholly-owned broker-dealer subsidiary, Carey Financial LLC, or Carey Financial, as of June 30, 2017. As a result, we will no longer ~~be raising~~raise capital for new or existing funds, ~~that we manage,~~ but ~~we do~~currently expect to continue managing our existing Managed Programs through the end of their respective life cycles (Note 3).

In August 2017, we resigned as the advisor to Carey Credit Income Fund (known since October 23, 2017 as Guggenheim Credit Income Fund, or GCIF), or CCIF, and by extension, its feeder funds, or the CCIF Feeder Funds, each of which is a business development company, or BDC (~~Note 3~~). We refer to CCIF and the CCIF Feeder Funds collectively as the Managed BDCs. The board of trustees of CCIF approved our resignation and appointed CCIF’s subadvisor, Guggenheim Partners Investment Management, LLC, or Guggenheim, as the interim sole advisor to CCIF, effective as of September 11, 2017. The shareholders of CCIF approved Guggenheim’s appointment as sole advisor on a permanent basis on October 20, 2017. The Managed BDCs were included in the Managed Programs prior to our resignation as their advisor. We have retained our initial investment in shares of CCIF (now GCIF), which is included within Other assets, net in the consolidated financial statements (~~Note 7~~).



	~~W. P. Carey 6/30/2018 10-Q~~– 9

~~Notes to Consolidated Financial Statements (Unaudited)~~

Reportable Segments

~~Owned~~ Real Estate — Lease revenues and equity income (Note 7) from our ~~wholly- and co-owned~~ real estate investments generate the vast majority of our earnings. We invest primarily in commercial properties located ~~primarily~~ in ~~North America~~the United States and Northern and Western Europe, which are leased to companies ~~primarily~~ on a triple-net lease basis. ~~We also owned one hotel at June 30, 2018, which is considered an operating property.~~ At ~~June 30, 2018,~~March 31, 2019, our owned portfolio was comprised of our full or partial ownership interests in ~~878~~1,168 properties, totaling approximately ~~86.6~~133.5 million square feet, substantially all of which were net leased to ~~208~~310 tenants, with a weighted-average lease term of ~~10.0~~10.2 years and an occupancy rate of ~~99.6%~~98.2%. In addition, at March 31, 2019, our portfolio was comprised of full or majority ownership interests in 48 operating properties, including 46 self-storage properties and two hotels, totaling approximately 3.4 million square feet.

Investment Management — Through our TRSs, we structure and negotiate investments and debt placement transactions for the Managed Programs, for which we earn structuring revenue, and manage their portfolios of real estate investments, for which we earn asset management revenue. ~~We also earned asset management revenue from CCIF based on the average of its gross assets at fair value through the effective date of our resignation as its advisor.~~ We may earn disposition revenue when we negotiate and structure the sale of properties on behalf of the Managed REITs, and we may also earn incentive revenue and receive other compensation through our advisory agreements with certain of the Managed Programs, including in connection with providing liquidity events for the Managed REITs’ stockholders. In addition, we include equity income generated through our (i) ownership of shares and limited partnership units of the Managed Programs (Note 7) and (ii) special general partner interests in the operating partnerships of the Managed REITs, through which we participate in their cash flows (Note 3), in our Investment Management segment.

W. P. Carey 3/31/2019 10-Q– 9

Notes to Consolidated Financial Statements (Unaudited)

At ~~June 30, 2018, the CPAREITs collectively~~March 31, 2019, CPA:18 – Global owned all or a portion of ~~462~~56 net-leased properties (including certain properties in which we also have an ownership interest), totaling approximately ~~54.1~~10.0 million square feet, substantially all of which were ~~net~~ leased to ~~206~~90 tenants, with an occupancy rate of approximately ~~99.4%~~97.8%. ~~The~~CPA:18 – Global and the other Managed Programs also had interests in ~~167~~129 operating properties, totaling approximately ~~19.8~~15.5 million square feet in the aggregate.

Note 2. Basis of Presentation

Basis of Presentation

Our interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not necessarily include all information and footnotes necessary for a fair statement of our consolidated financial position, results of operations, and cash flows in accordance with generally accepted accounting principles in the United States ~~or GAAP.~~(“GAAP”).

In the opinion of management, the unaudited financial information for the interim periods presented in this Report reflects all normal and recurring adjustments necessary for a fair statement of financial position, results of operations, and cash flows. Our interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, ~~2017,~~2018, which are included in the ~~2017~~2018 Annual Report, as certain disclosures that would substantially duplicate those contained in the audited consolidated financial statements have not been included in this Report. Operating results for interim periods are not necessarily indicative of operating results for an entire year.

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

Basis of Consolidation

Our consolidated financial statements reflect all of our accounts, including those of our controlled ~~subsidiaries and our tenancy-in-common interest as described below.~~subsidiaries. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated.

When we obtain an economic interest in an entity, we evaluate the entity to determine if it should be deemed a variable interest entity ~~or VIE,~~(“VIE”) and, if so, whether we are the primary beneficiary and are therefore required to consolidate the entity. We apply accounting guidance for consolidation of VIEs to certain entities in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional



	~~W. P. Carey 6/30/2018 10-Q~~– 10

~~Notes to Consolidated Financial Statements (Unaudited)~~

subordinated financial support from other parties. Fixed price purchase and renewal options within a lease, as well as certain decision-making rights within a loan or joint-venture agreement, can cause us to consider an entity a VIE. Limited partnerships and other similar entities that operate as a partnership will be considered a VIE unless the limited partners hold substantive kick-out rights or participation rights. Significant judgment is required to determine whether a VIE should be consolidated. We review the contractual arrangements provided for in the partnership agreement or other related contracts to determine whether the entity is considered a VIE, and to establish whether we have any variable interests in the VIE. We then compare our variable interests, if any, to those of the other variable interest holders to determine which party is the primary beneficiary of the VIE based on whether the entity (i) has the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The liabilities of these VIEs are non-recourse to us and can only be satisfied from each VIE’s respective assets.

During the three months ended March 31, 2019, we received a full repayment of our preferred equity interest in an unconsolidated VIE entity. As a result, this preferred equity interest is now retired and is no longer considered a VIE (Note 7).

W. P. Carey 3/31/2019 10-Q– 10

Notes to Consolidated Financial Statements (Unaudited)

At ~~both June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, we considered 2831 and 32 entities to be VIEs, 21respectively, of which we consolidated 24 as of both period ends, as we are considered the primary beneficiary. The following table presents a summary of selected financial data of the consolidated VIEs included in ~~the~~our consolidated balance sheets (in thousands):


	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Land, buildings and improvements	$	893,325		$	916,001		$	798,667		$	781,347
Net investments in direct financing leases	39,167			40,133			300,896			305,493
In-place lease and other intangible assets	269,371			268,863
In-place lease intangible assets and other							99,620			84,870
Above-market rent intangible assets	101,919			103,081			43,763			45,754
Accumulated depreciation and amortization	(265,247		)	(251,979		)	(171,527		)	(164,942		)
Total assets	1,077,356			1,118,727			1,137,418			1,112,984

Non-recourse mortgages, net	$	115,209		$	128,230		$	149,701		$	157,955
Total liabilities	186,648			201,186			215,443			227,461

At ~~both June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, our seven and eight unconsolidated VIEs, respectively, included our interests in five and six unconsolidated real estate investments, respectively, which we account for under the equity method of accounting, and ~~one~~two unconsolidated ~~entity,~~entities, which we accounted for at fair ~~value as of June 30, 2018 and under the cost method of accounting as of December 31, 2017 (Note 7), and is included within our Investment Management segment.~~value. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities allows us to exercise significant influence on, but does not give us power over, decisions that significantly affect the economic performance of these entities. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the net carrying amount of our investments in these entities was ~~$152.4~~$281.1 million and ~~$152.7~~$301.6 million, respectively, and our maximum exposure to loss in these entities was limited to our investments.

At June 30, 2018, we had an investment in a tenancy-in-common interest in various underlying international properties. Consolidation of this investment is not required as such interest does not qualify as a VIE and does not meet the control requirement for consolidation. Accordingly, we account for this investment using the equity method of accounting. We use the equity method of accounting because the shared decision-making involved in a tenancy-in-common interest investment provides us with significant influence on the operating and financial decisions of this investment.

At times, the carrying value of our equity investments may fall below zero for certain investments. We intend to fund our share of the jointly owned investments’ future operating deficits should the need arise. However, we have no legal obligation to pay for any of the liabilities of such investments, nor do we have any legal obligation to fund operating deficits. At ~~June 30, 2018,~~March 31, 2019, none of our equity investments had carrying values below zero.

~~Accounting Policy Update~~

~~Distributions from Equity Method Investments —~~ We classify distributions received from equity method investments using the cumulative earnings approach. Distributions received are considered returns on the investment and classified as cash inflows from operating activities. If, however, the investor’s cumulative distributions received, less distributions received in prior periods determined to be returns of investment, exceeds cumulative equity in earnings recognized, the excess is considered a return of investment and is classified as cash inflows from investing activities.



	~~W. P. Carey 6/30/2018 10-Q~~– 11

~~Notes to Consolidated Financial Statements (Unaudited)~~

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

~~Restricted Cash —~~ We currently present Operating property expenses on its own line item in the consolidated statements of income, which was previously included within Property expenses, excluding reimbursable tenant costs. In addition, in accordance with the SEC’s adoption of certain rule and form amendments on August 17, 2018, we moved Gain on sale of real estate, net in the consolidated statements of income to be included within Other Income and Expenses. Also, structuring revenue and other advisory revenue are now included within Structuring and other advisory revenue in the consolidated statements of income.

In connection with our adoption of Accounting Standards Update ~~or ASU,~~(“ASU”) ~~2016-18, Statement of Cash Flows~~2016-02, Leases (Topic ~~230): Restricted Cash~~842), as described below we revised our consolidated statements of cash flows to include restricted cash when reconciling the beginning-of-period and end-of-period cash amounts shown on the statement of cash flows. As a result, we retrospectively revised prior periods presented to conform to the current period presentation. Restricted cash primarily consists of security deposits and amounts required to be reserved pursuant to lender agreements for debt service, capital improvements, and real estate taxes. The following table provides a reconciliation of cash and cash equivalents and restricted cash reportedin Recent Accounting Pronouncements, reimbursable tenant costs (within Real Estate revenues) are now included within ~~the consolidated balance sheets to~~Lease revenues in the consolidated statements of ~~cash flows (in thousands):~~

June 30, 2018 December 31, 2017
Cash and cash equivalents $ 122,430
$ 162,312
Restricted cash ^(a)
41,388
47,364
Total cash and cash equivalents and restricted cash $ 163,818
$ 209,676

~~__________~~


~~(a)~~	~~Restricted cash is included within Other assets, net on our consolidated balance sheets.~~

~~Recent Accounting Pronouncements~~

~~Pronouncements Adopted as~~income. In addition, we currently present Reimbursable tenant costs and Reimbursable costs from affiliates (both within operating expenses) on their own line items in the consolidated statements of ~~June 30, 2018~~

~~In May 2014, the Financial Accounting Standards Board, or FASB, issued~~ ~~ASU 2014-09~~, ~~Revenue from Contracts with Customers (Topic 606).~~ ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 does not apply to our lease revenues, which constitute a majority of our revenues, but will primarily apply to revenues generated from our operating propertiesincome. Previously, these line items were included within Reimbursable tenant and our Investment Management business. We adopted this guidance for our interim and annual periods beginning January 1, 2018 using the modified retrospective transition method applied to any contracts not completed as of that date. There were no changes to the prior period presentations of revenue. Results of operations for reporting periods beginning January 1, 2018 are presented under Topic 606. The adoption of Topic 606 did not have a material impact on our consolidated financial statements.affiliate costs.

Revenue Recognition

Revenue from contracts under Accounting Standards Codification (“ASC”) 606 is recognized when, or as, control of promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, we consider all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.

W. P. Carey 3/31/2019 10-Q– 11

Notes to Consolidated Financial Statements (Unaudited)

Revenue from contracts ~~under Accounting Standards Codification, or ASC, 606 in~~for our ~~Owned~~ Real Estate segment primarily represented operating property revenues of ~~$4.9~~$6.3 million and ~~$8.2~~$7.2 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $12.1 million and $15.2 million for the six months ended June 30, 2018 and 2017,~~ respectively. ~~Operating~~Such operating property revenues are primarily comprised of revenues from room rentals and from food and beverage services at our hotel operating properties during those periods. ~~We sold one of our two hotels in April 2018 (Note 15~~). We identified a single performance obligation for each distinct service. Performance obligations are typically satisfied at a point in time, at the time of sale, or at the rendering of the service. Fees are generally determined to be fixed. Payment is typically due immediately following the delivery of the service. Revenue from contracts under ASC 606 from our Investment Management segment is discussed in Note 3.

Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows (in thousands):



	March 31, 2019		December 31, 2018
Cash and cash equivalents	$	243,325	$	217,644
Restricted cash ^(a)	62,354		206,419
Total cash and cash equivalents and restricted cash	$	305,679	$	424,063

__________



(a)	~~W. P. Carey 6/30/~~Restricted cash is included within Other assets, net in our consolidated balance sheets. The amount as of December 31, 2018 ~~10-Q~~– 12 includes $145.7 million of proceeds from the sale of a portfolio of Australian properties in December 2018. These funds were transferred from a restricted cash account to us in January 2019.

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~In January 2016, the FASB issued~~ ~~ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities~~. ASU 2016-01 requires all equity investments (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value, with changes in the fair value recognized through net income. We adopted this guidance for our interim and annual periods beginning January 1, 2018. The adoption of ASU 2016-01 did not have a material impact on our consolidated financial statements.

~~In August 2016, the FASB issued~~ ~~ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~. ASU 2016-15 intends to reduce diversity in practice for certain cash flow classifications, including, but not limited to (i) debt prepayment or debt extinguishment costs, (ii) contingent consideration payments made after a business combination, (iii) proceeds from the settlement of insurance claims, and (iv) distributions received from equity method investees. We retrospectively adopted this guidance for our interim and annual periods beginning January 1, 2018. As a result, we reclassified debt extinguishment costs from net cash provided by operating activities to net cash used in financing activities on the consolidated statement of cash flows for the six months ended June 30, 2017. The adoption of ASU 2016-15 did not have a material impact on our consolidated financial statements.

~~In November 2016, the FASB issued~~ ~~ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash~~. ASU 2016-18 intends to reduce diversity in practice for the classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We retrospectively adopted this guidance for our interim and annual periods beginning January 1, 2018. See ~~Restricted Cash~~ ~~above for additional information.~~

~~In February 2017, the FASB issued~~ ~~ASU 2017-05, Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and~~Recent Accounting ~~for Partial Sales of Nonfinancial Assets~~. ASU 2017-05 clarifies the scope and application of ASC 610-20 on the sale or transfer of nonfinancial assets and in substance nonfinancial assets to non-customers, including partial sales. Nonfinancial assets within the scope of this Subtopic include the sale of land, buildings, and intangible assets. ASU 2017-05 further clarifies that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments define the term “in substance nonfinancial asset,” in part, as a financial asset promised to a counterparty in a contract if substantially all of the fair value of the assets (recognized and unrecognized) that are promised to the counterparty in the contract is concentrated in nonfinancial assets. This amendment also clarifies that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent company may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. We adopted this guidance for our interim and annual periods beginning January 1, 2018 and applied the modified retrospective transition method (applicable to any contracts not completed as of that date). The adoption of ASU 2017-05 did not have a material impact on our consolidated financial statements.

~~In May 2017, the FASB issued~~ ~~ASU 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting~~. ASU 2017-09 clarifies when to account for a change to the terms and conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, vesting conditions, or classification of the award (as equity or liability) changes as a result of the change in terms or conditions. We adopted this guidance for our interim and annual periods beginning January 1, 2018. The adoption of ASU 2017-09 did not have a material impact on our consolidated financial statements.



	~~W. P. Carey 6/30/2018 10-Q~~– 13

~~Notes to Consolidated Financial Statements (Unaudited)~~

Pronouncements

Pronouncements ~~to be~~ Adopted ~~after June 30, 2018~~as of March 31, 2019

In February 2016, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 modifies the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a ~~contract,~~contract: the lessee and the lessor. ASU 2016-02 provides new guidelines that change the accounting for leasing arrangements for lessees, whereby their rights and obligations under substantially all leases, existing and new, ~~would be~~are capitalized and recorded on the balance sheet. For lessors, however, the ~~accounting~~new standard remains ~~largely equivalent to the current model,~~generally consistent with ~~the distinction between operating, sales-type, and direct financing leases retained,~~existing guidance, but has been updated to align with certain changes to the lessee model and ~~the new revenue recognition standard.~~ ASU ~~2016-02 also replaces existing sale-leaseback guidance~~2014-09, Revenue from Contracts with ~~a new model that requires symmetrical accounting between the seller-lessee and buyer-lessor. Additionally,~~ Customers (Topic 606) (“ASU 2016-02 requires lessors to record costs paid directly by a lessee on behalf of a lessor (e.g., real estate taxes and insurance costs) on a gross basis and will require extensive quantitative and qualitative disclosures.2014-09”).

Early application is permitted for all entities. ASU 2016-02 provides two transition methods. The first transition method allows for application of the new model at the beginning of the earliest comparative period presented. Under the second transition method, comparative periods would not be restated, with any cumulative effect adjustments recognized in the opening balance of retained earnings in the period of adoption. In addition, a practical expedient was recently issued by the FASB which allows lessors to combine non-lease components with related lease components if certain conditions are met. Further, in March 2018, the FASB approved, but has not yet finalized or issued, an update to allow lessors to make a policy election to record certain costs (e.g., insurance) paid directly by the lessee net, if the uncertainty regarding these variable amounts is not expected to ultimately be resolved. We ~~will adopt~~adopted this guidance for our interim and annual periods beginning January 1, 2019 using the modified retrospective method, applying the transition provisions at the beginning of the period of adoption rather than at the beginning of the earliest comparative period presented. We elected the package of practical expedients as permitted under the transition guidance, which allowed us to not reassess whether arrangements contain leases, lease classification, and ~~expect~~initial direct costs. The adoption of the lease standard did not result in a cumulative effect adjustment recognized in the opening balance of retained earnings as of January 1, 2019.

•

As a Lessee: we recognized $115.6 million of land lease right-of-use (“ROU”) assets, $12.7 million of office lease ROU assets, and $95.3 million of corresponding lease liabilities for certain operating office and land lease arrangements for which we were the lessee on January 1, 2019, which included reclassifying below-market ground lease intangible assets, above-market ground lease intangible liabilities, prepaid rent, and deferred rent as a component of the ROU asset (a net reclassification of $33.0 million). See Note 4 for additional disclosures on the presentation of these amounts in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the ~~second transition method. ASU 2016-02 is expected~~lease term and lease liabilities represent our obligation to ~~impact our consolidated financial statements as we have certain operating office~~make lease payments under the lease. We determine if an arrangement contains a lease at contract inception and ~~land~~determine the classification of the lease ~~arrangements for which~~at commencement. Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We do not include renewal options in the lease term when calculating the lease liability unless we are reasonably certain we will exercise the ~~lessee~~option. Variable lease payments are excluded from the ROU assets and ~~also certain~~ lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our variable lease payments

W. P. Carey 3/31/2019 10-Q– 12

Notes to Consolidated Financial Statements (Unaudited)

consist of increases as a result of the Consumer Price Index (“CPI”) or other comparable indices, taxes, and maintenance costs. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease.

The implicit rate within our operating leases is generally not determinable and, as a result, we use our incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment. We determine our incremental borrowing rate for each lease using estimated baseline mortgage rates. These baseline rates are determined based on a review of current mortgage debt market activity for benchmark securities across domestic and international markets, utilizing a yield curve. The rates are then adjusted for various factors, including level of collateralization and lease term.

As a Lessor: a practical expedient allows lessors to combine non-lease components (lease arrangements that include common area maintenance ~~services (non-lease components) where we~~services) with related lease components (lease revenues), if both the timing and pattern of transfer are the ~~lessor.~~same for the non-lease component and related lease component, the lease component is the predominant component, and the lease component would otherwise be classified as an operating lease. We elected the practical expedient. For (i) operating lease arrangements involving real estate that include common area maintenance services and (ii) all real estate arrangements that include real estate taxes and insurance costs, we present these amounts within lease revenues in our consolidated statements of income. We record amounts reimbursed by the lessee in the period in which the applicable expenses are ~~evaluating the impact of~~incurred.

Under ASU 2016-02, ~~and~~lessors are allowed to only capitalize incremental direct leasing costs. Historically, we have not ~~yet determined if it~~capitalized internal legal and leasing costs incurred, and, as a result, will not be impacted by this change.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 makes more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and eliminates the requirements to separately measure and disclose hedge effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. We adopted this guidance for our interim and annual periods beginning January 1, 2019. The adoption of this standard impacted our consolidated financial statements for both cash flow hedges and net investment hedges. Changes in the fair value of our hedging instruments are no longer separated into effective and ineffective portions. The entire change in the fair value of these hedging instruments included in the assessment of effectiveness is now recorded in Accumulated other comprehensive loss. The impact to our consolidated financial statements as a result of these changes was not material.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions in exchange for goods and services from nonemployees, which will align the accounting for such payments to nonemployees with the existing requirements for share-based payments granted to employees (with certain exceptions). These share-based payments will now be measured at the grant-date fair value of the equity instrument issued. We adopted this guidance for our interim and annual periods beginning January 1, 2019. The adoption of this standard did not have a material impact on our ~~business or our~~ consolidated financial statements.

Pronouncements to be Adopted after March 31, 2019

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses. ASU 2016-13 introduces a new model for estimating credit losses ~~based on current expected credit losses~~ for certain types of financial instruments, including loans receivable, held-to-maturity debt securities, and net investments in direct financing leases, amongst other financial instruments. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for losses. ASU 2016-13 will be effective for public business entities in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early application of the guidance permitted. We are in the process of evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements.

~~In August 2017, the FASB issued~~W. P. Carey 3/31/2019 10-Q– ~~ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~. ASU 2017-12 will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess hedge effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. ASU 2017-12 will be effective in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are in the process of evaluating the impact of adopting ASU 2017-12 on our consolidated financial statements and will adopt the standard for the fiscal year beginning January 1, 2019.13

Notes to Consolidated Financial Statements (Unaudited)

Note 3. Agreements and Transactions with Related Parties

~~Proposed Merger with CPA:17 – Global~~

On June 17, 2018, we, CPA:17 – Global, and certain of our subsidiaries entered into the Merger Agreement, pursuant to which CPA:17 – Global will merge with and into one of our subsidiaries in exchange for shares of our common stock, or the Proposed Merger. On July 27, 2018, we filed a registration statement on Form S-4 with the SEC, which is currently under review by the SEC, to register the shares of our common stock to be issued in the Proposed Merger; upon effectiveness, we and CPA:17 – Global intend to mail the joint proxy statement/prospectus contained therein to our respective stockholders in connection with the Proposed Merger. The Proposed Merger and related transactions are subject to a number of closing conditions, including approvals by our stockholders and the stockholders of CPA:17 – Global. If these approvals are obtained and the other closing conditions are met, we currently expect the Proposed Merger to close at or around December 31, 2018, although there can be no assurance that the transaction will close at such time or at all.



	~~W. P. Carey 6/30/2018 10-Q~~– 14

~~Notes to Consolidated Financial Statements (Unaudited)~~

Subject to the terms and conditions contained in the Merger Agreement, at the effective time of the Proposed Merger, each share of CPA:17 – Global common stock issued and outstanding immediately prior to the effective time of the Proposed Merger will be canceled and, in exchange for cancellation of such share, the rights attaching to such share will be converted automatically into the right to receive 0.160 shares of our common stock, which we refer to herein as the Merger Consideration. Each share of CPA:17 – Global common stock owned by us or any of our subsidiaries immediately prior to the effective time of the Proposed Merger will automatically be canceled and retired, and will cease to exist, for no Merger Consideration.

Through June 30, 2018, we have incurred expenses related to the Proposed Merger totaling approximately $3.6 million (including expenses incurred in 2017), which are included in Merger and other expenses in the consolidated financial statements. Further details concerning the Proposed Merger are described in a Form 8-K that we filed with the SEC on June 18, 2018.

Advisory Agreements and Partnership Agreements with the Managed Programs

We have advisory agreements with each of the existing Managed Programs, pursuant to which we earn fees and are entitled to receive reimbursement for certain fund management expenses. ~~The~~Upon completion of the CPA:17 Merger on October 31, 2018 (Note 1), the advisory agreements ~~also entitled us to fees for serving as the dealer manager for the offerings of the Managed Programs. However, we ceased all active non-traded retail fundraising activities as of June 30, 2017~~with CPA:17 – Global were terminated, and ~~facilitated the orderly processing of sales for CWI 2 and CESH I until their offerings closed on July 31, 2017, at which point~~ we no longer ~~received dealer manager fees. In addition, we resigned as CCIF’s advisor in August 2017 and our advisory agreement with CCIF was terminated effective as of September 11, 2017, at which point we~~receive fees or reimbursements from CPA:17 – Global. We no longer ~~earned any fees from CCIF. We~~raise capital for new or existing funds, but we currently expect to continue to manage all existing Managed Programs and earn various fees (as described below) through the end of their respective life cycles (Note 1). The advisory agreements with each of the Managed REITs have one-year terms that are currently scheduled to expire on December 31, 2018, and may be renewed for successive periods. The advisory agreement with CESH I, which commenced on June 3, 2016, will continue until terminated pursuant to its terms.

We have partnership agreements with each of the Managed Programs, and under the partnership agreements with the Managed REITs, ~~pursuant to which~~ we are entitled to receive certain cash distributions. We also have a partnership agreement with CESH I, pursuant to which we received limited partnership units of CESH I equal to 2.5% of its gross offering proceeds in lieu of reimbursement of certain organizational expenses prior to the closing of CESH I’s offering on July 31, 2017.



	~~W. P. Carey 6/30/2018 10-Q~~distributions from their respective operating partnerships.– 15

~~Notes to Consolidated Financial Statements (Unaudited)~~

The following tables present a summary of revenue earned ~~and/or cash received~~ from the Managed Programs for the periods indicated, included in the consolidated financial statements (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Asset management revenue ^(a)	$	17,268	$	17,966	$	34,253	$	35,333	$	9,732	$	16,985
Distributions of Available Cash	8,776		10,728		19,278		22,521		5,685		10,502
Reimbursable costs from affiliates ^(a)	5,537		13,479		10,841		39,179		3,868		5,304
Structuring revenue ^(a)	4,426		14,330		6,165		18,164
Structuring and other advisory revenue ^(a)									2,518		1,929
Interest income on deferred acquisition fees and loans to affiliates(b)	495		432		1,048		1,017		520		553
Dealer manager fees ^(a)	—		1,000		—		4,325
Other advisory revenue ^(a)	—		706		190		797
	$	36,502	$	58,641	$	71,775	$	121,336	$	22,323	$	35,273


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
CPA:17 – Global(c)	$	14,553	$	23,191	$	30,337	$	40,262	$	—	$	15,784
CPA:18 – Global	11,147		6,116		18,034		14,319		7,961		6,887
CWI 1	5,643		7,254		12,622		14,111		7,501		6,979
CWI 2	4,408		9,098		9,445		33,563		5,746		5,037
CCIF	—		6,049		—		10,990
CESH I	751		6,933		1,337		8,091
CESH									1,115		586
	$	36,502	$	58,641	$	71,775	$	121,336	$	22,323	$	35,273

__________


(a)	Amounts represent revenues from contracts under ASC 606.


(b)	Included within Other gains and (losses) in the consolidated statements of income.


(c)	We no longer earn revenue from CPA:17 – Global following the completion of the CPA:17 Merger on October 31, 2018 (Note 1).

The following table presents a summary of amounts included in Due from affiliates in the consolidated financial statements (in thousands):


	June 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
Short-term loans to affiliates, including accrued interest	$	57,919	$	84,031	$	59,312	$	58,824
Deferred acquisition fees receivable, including accrued interest	9,473		12,345		6,704		8,697
Reimbursable costs	4,158		4,315		2,643		3,227
Asset management fees receivable	2,980		356		1,653		563
Accounts receivable					997		1,425
Current acquisition fees receivable	1,835		83		168		2,106
Accounts receivable	1,735		4,089
Organization and offering costs	—		89
	$	78,100	$	105,308	$	71,477	$	74,842

W. P. Carey 3/31/2019 10-Q– 14

Notes to Consolidated Financial Statements (Unaudited)

Performance Obligations and Significant Judgments

The fees earned pursuant to our advisory agreements are considered variable consideration. For the agreements that include multiple performance obligations, including asset management and investment structuring services, revenue is allocated to each performance obligation based on estimates of the price that we would charge for each promised service if it were sold on a standalone basis.

Judgment is applied in assessing whether there should be a constraint on the amount of fees recognized, such as amounts in excess of certain threshold limits with respect to the contract price or any potential clawback provisions included in certain of our arrangements. We exclude fees subject to such constraints to the extent it is probable that a significant reversal of those amounts will occur.



	~~W. P. Carey 6/30/2018 10-Q~~– 16

~~Notes to Consolidated Financial Statements (Unaudited)~~

Asset Management Revenue

Under the advisory agreements with the Managed Programs, we earn asset management revenue for managing their investment portfolios. The following table presents a summary of our asset management fee arrangements with the existing Managed Programs:



Managed Program	Rate	Payable	Description
~~CPA:17 – Global~~	~~0.5% – 1.75%~~	In shares of its common stock and/or cash, at the option of CPA:17 – Global; payable in shares of its common stock through May 31, 2018; payable in cash effective as of June 1, 2018 in light of the Proposed Merger	~~Rate depends on the type of investment and is based on the average market or average equity value, as applicable~~
CPA:18 – Global	0.5% – 1.5%	In shares of its Class A common stock and/or cash, at the option of CPA:18 – Global; payable 50% in cash and 50% in shares of its Class A common stock for 2019; payable in shares of its Class A common stock for 2018 ~~and 2017~~	Rate depends on the type of investment and is based on the average market or average equity value, as applicable
CWI 1	0.5%	In shares of its common stock and/or cash, at our election; payable in shares of its common stock for ~~2018~~2019 and ~~2017~~2018	Rate is based on the average market value of the investment; we are required to pay 20% of the asset management revenue we receive to the subadvisor
CWI 2	0.55%	In shares of its Class A common stock and/or cash, at our election; payable in shares of its Class A common stock for ~~2018~~2019 and ~~2017~~2018	Rate is based on the average market value of the investment; we are required to pay 25% of the asset management revenue we receive to the subadvisor
~~CCIF~~	~~1.75% – 2.00%~~	~~In cash, prior to our resignation as the advisor to CCIF, effective September 11, 2017 (Note 1~~)	~~Based on the average of gross assets at fair value; we were required to pay 50% of the asset management revenue we received to the subadvisor~~
CESH I	1.0%	In cash	Based on gross assets at fair value

The performance obligation for asset management services is satisfied over time as services are rendered. The time-based output method is used to measure progress over time, as this is representative of the transfer of the services. We are compensated for our services on a monthly or quarterly basis. However, these services represent a series of distinct daily services under ASU 2014-09. Accordingly, we satisfy the performance obligation and resolve the variability associated with our fees on a daily basis. We apply the practical expedient and, as a result, do not disclose variable consideration attributable to wholly or partially unsatisfied performance obligations as of the end of the reporting period.

In providing asset management services, we are reimbursed for certain costs. Direct reimbursement of these costs does not represent a separate performance obligation. Payment for asset management services is typically due on the first business day following the month of the delivery of the service.

W. P. Carey 3/31/2019 10-Q– 15



	~~W. P. Carey 6/30/2018 10-Q~~– 17

Notes to Consolidated Financial Statements (Unaudited)

Structuring and Other Advisory Revenue

Under the terms of the advisory agreements with the Managed Programs, we earn revenue for structuring and negotiating investments and related financing. ~~We did not earn any structuring revenue from~~For the Managed ~~BDCs.~~REITs, the combined total of acquisition fees and other acquisition expenses are limited to 6% of the contract prices in aggregate. The following table presents a summary of our structuring fee arrangements with the existing Managed Programs:



Managed Program	Rate	Payable	Description
~~CPA:17 – Global~~	~~1% – 1.75%, 4.5%~~	~~In cash; for non net-lease investments, 1% – 1.75% upon completion; for net-lease investments, 2.5% upon completion, with 2% deferred and payable in three interest-bearing annual installments~~	Based on the total aggregate cost of the net-lease investments made; also based on the total aggregate cost of the non net-lease investments or commitments made; total limited to 6% of the contract prices in aggregate
CPA:18 – Global	4.5%	In cash; for all investments, other than readily marketable real estate securities for which we will not receive any acquisition fees, 2.5% upon completion, with 2% deferred and payable in three interest-bearing annual installments	Based on the total aggregate cost of the investments or commitments ~~made; total limited to 6% of the contract prices in aggregate~~made
CWI REITs	1% – 2.5%	In cash upon completion; loan refinancing transactions up to 1% of the principal amount; 2.5% of the total investment cost of the properties acquired	Based on the total aggregate cost of the lodging investments or commitments made; we are required to pay 20% and 25% to the subadvisors of CWI 1 and CWI 2, ~~respectively; total for each CWI REIT limited to 6% of the contract prices in aggregate~~respectively
CESH I	2.0%	In cash upon acquisition	Based on the total aggregate cost of investments or commitments made, including the acquisition, development, construction, or redevelopment of the investments

The performance obligation for investment structuring services is satisfied at a point in time upon the closing of an investment acquisition, when there is an enforceable right to payment, and control (as well as the risks and rewards) has been transferred. Determining when control transfers requires management to make judgments that affect the timing of revenue recognized. Payment is due either on the day of acquisition (current portion) or deferred, as described above (Note 5). We do not believe the deferral of the fees represents a significant financing component.



	~~W. P. Carey 6/30/2018 10-Q~~– 18

~~Notes to Consolidated Financial Statements (Unaudited)~~

In addition, we may earn fees for dispositions and mortgage loan refinancings completed on behalf of the Managed Programs.

Reimbursable Costs from Affiliates

~~During their respective offering periods, the~~The existing Managed Programs reimbursed us for certain costs that we incurred on their behalf, which consisted primarily of broker-dealer selling commissions, dealer manager fees, organization and offering costs, marketing costs, and annual distribution and shareholder servicing fees, as applicable. As a result of our exit from non-traded retail fundraising activities in June 2017, we ceased raising funds on behalf of the Managed Programs in the third quarter of 2017 and no longer incur these costs. The Managed Programs will continue to reimburse us for certain personnel and overhead costs that we incur on their behalf, a summary of which is presented in the table below:



Managed Program	Payable	Description
CPA:~~17 – Global and CPA:~~18 – Global	In cash	Personnel and overhead costs, excluding those related to our legal transactions group, our senior management, and our investments team, are charged to ~~the CPA REITs~~CPA:18 – Global based on the average of the trailing 12-month aggregate reported revenues of the Managed Programs and us, and personnel costs are capped at 1.0% ~~and 2.0%~~ of ~~each CPA REIT’s~~CPA:18 – Global’s pro rata lease revenues for ~~2018~~both 2019 and ~~2017, respectively;~~2018; for the legal transactions group, costs are charged according to a fee schedule
CWI 1 and CWI 2	In cash	Actual expenses incurred, excluding those related to our senior management; allocated between the CWI REITs based on the percentage of their total pro rata hotel revenues for the most recently completed quarter
~~CCIF and CCIF Feeder Funds~~	~~In cash~~	~~Actual expenses incurred, excluding those related to their investment management team and senior management team, prior to our resignation as the advisor to CCIF, effective September 11, 2017 (Note 1~~)
CESH I	In cash	Actual expenses incurred

Distributions of Available Cash

We are entitled to receive distributions of up to 10% of the Available Cash (as defined in the respective partnership agreements) from the operating partnerships of each of the existing Managed REITs, payable quarterly in arrears. We are required to pay 20% and 25% of such distributions to the subadvisors of CWI 1 and CWI 2, respectively.

W. P. Carey 3/31/2019 10-Q– 16

Notes to Consolidated Financial Statements (Unaudited)

Back-End Fees and Interests in the Managed Programs

Under our advisory agreements with certain of the Managed Programs, we may also receive compensation in connection with providing liquidity events for their stockholders. For the Managed REITs, the timing and form of such liquidity events are at the discretion of each REIT’s board of directors. Therefore, there can be no assurance as to whether or when any of these back-end fees or interests will be realized. Such back-end fees or interests may include disposition fees, interests in disposition proceeds, and distributions related to ownership of shares or limited partnership units in the Managed Programs. As a condition of the CPA:17 Merger, we waived certain back-end fees that we would have been entitled to receive from CPA:17 – Global upon its liquidation pursuant to the terms of our advisory agreement and partnership agreement with CPA:17 – Global.

Other Transactions with Affiliates

CPA:17 Merger

On October 31, 2018, CPA:17 – Global merged with and into one of our wholly owned subsidiaries, primarily in exchange for shares of our common stock, which we accounted for as a business combination under the acquisition method of accounting. The purchase price was allocated to the assets acquired and liabilities assumed, based upon their preliminary fair values at October 31, 2018. During the first quarter of 2019, we identified certain measurement period adjustments that impacted the provisional accounting, which increased equity investments in real estate by $2.6 million, decreased other assets, net by $3.0 million, and decreased deferred income taxes by $0.7 million, resulting in a $0.3 million decrease in goodwill. We are in the process of finalizing our assessment of the fair value of the assets acquired and liabilities assumed. Accordingly, the fair value of these assets and liabilities and the impact to goodwill are subject to change during the measurement period, which will end up to one year from the acquisition date.

Loans to Affiliates

From time to time, our Board has approved the making of secured and unsecured loans or lines of credit from us to certain of the Managed Programs, at our sole discretion, with each loan at a rate equal to the rate at which we are able to borrow funds under our Senior Unsecured Credit Facility (Note 10), generally for the purpose of facilitating acquisitions or for working capital purposes.



	~~W. P. Carey 6/30/2018 10-Q~~– 19

~~Notes to Consolidated Financial Statements (Unaudited)~~

The following table sets forth certain information regarding our loans or lines of credit to affiliates (dollars in thousands):


	Interest Rate at June 30, 2018		Maturity Date at June 30, 2018		Maximum Loan Amount Authorized at June 30, 2018		Principal Outstanding Balance at ^(a)					Interest Rate at March 31, 2019		Maturity Date at March 31, 2019	Maximum Loan Amount Authorized at March 31, 2019			Principal Outstanding Balance at ^(a)
Managed Program				June 30, 2018			December 31, 2017				March 31, 2019			Maturity Date at March 31, 2019	Maximum Loan Amount Authorized at March 31, 2019		December 31, 2018
CWI 1 ^(b)	Interest Rate at June 30, 2018	LIBOR + 1.00%	Maturity Date at June 30, 2018		Maximum Loan Amount Authorized at June 30, 2018	9/30/2018; 12/31/2018	$	100,000	$	41,637		Interest Rate at March 31, 2019	$	68,637
CESH I ^(b)	LIBOR + 1.00%		5/3/2019; 5/9/2019		35,000		14,461		14,461
CWI 1 ^{(b) (c) (d)}												LIBOR + 1.00%		6/30/2019	$	65,802		$	41,637	$	41,637
CESH ^(c)												LIBOR + 1.00%		5/31/2020	35,000			14,461		14,461
CPA:18 – Global	N/A		N/A		50,000		—		—			N/A		N/A	50,000			—		—
CWI 2	N/A		N/A		25,000		—		—			N/A		N/A	25,000			—		—
							$	56,098	$	83,098								$	56,098	$	56,098

__________


(a)	Amounts exclude accrued interest of ~~$1.8~~$3.2 million and ~~$0.9~~$2.7 million at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.


(b)	Maturity date does not take into account extension option.


(c)	LIBOR means London Interbank Offered Rate.


(d)	On April 24, 2019, CWI 1 borrowed an additional $5.0 million under its line of credit with us.

Other

At ~~June 30, 2018,~~March 31, 2019, we owned interests ~~ranging from 3% to 90%~~ in nine jointly owned investments in real estate, ~~including a jointly controlled tenancy-in-common interest in several properties,~~ with the remaining interests ~~generally~~ held by ~~affiliates.~~affiliates or third parties. We consolidate two such investments and account for the remaining seven investments under the equity method of accounting (Note 7). In addition, we owned stock of each of the existing Managed REITs and limited partnership units of CESH I.at that date. We ~~consolidate certain of these investments and~~ account for ~~the remainder~~these investments under the equity method of accounting or at fair value (Note 7).

W. P. Carey 3/31/2019 10-Q– 17

Notes to Consolidated Financial Statements (Unaudited)

Note 4. Land, Buildings and Improvements

Land, Buildings and Improvements — Operating Leases

Land and buildings leased to others, which are subject to operating leases, and real estate under construction, are summarized as follows (in thousands):


	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Land	$	1,109,427		$	1,125,539		$	1,780,858		$	1,772,099
Buildings and improvements	4,456,810			4,208,907			7,114,453			6,945,513
Real estate under construction	43,382			39,772			28,800			63,114
Less: Accumulated depreciation	(671,504		)	(613,543		)	(777,458		)	(724,550		)
	$	4,938,115		$	4,760,675		$	8,146,653		$	8,056,176

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, the U.S. dollar strengthened against the euro, as the end-of-period rate for the U.S. dollar in relation to the euro decreased by ~~2.8%~~1.9% to ~~$1.1658~~$1.1235 from ~~$1.1993.~~$1.1450. As a result of this fluctuation in foreign currency exchange rates, the carrying value of our Land, buildings and improvements subject to operating leases decreased by ~~$44.8~~$40.3 million from December 31, ~~2017~~2018 to ~~June 30, 2018.~~March 31, 2019.

In connection with a change in lease classification due to an extension of the underlying lease, we reclassified one property with a carrying value of $16.6 million from Net investments in direct financing leases to Land, buildings and improvements subject to operating leases during the three months ended March 31, 2019 (Note 5).

Depreciation expense, including the effect of foreign currency translation, on our buildings and improvements subject to operating leases was ~~$36.6~~$55.1 million and ~~$35.8~~$37.2 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $73.9 million and $71.2 million for the six months ended June 30, 2018 and 2017,~~ respectively.

Acquisitions of Real Estate

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we entered into the following investments, which were deemed to be real estate asset acquisitions, at a total cost of ~~$357.3~~$184.5 million, including land of ~~$30.7~~$18.9 million, buildings of ~~$281.0~~$132.3 million (including capitalized acquisition-related costs of ~~$1.7~~$0.9 million), net lease intangibles of ~~$50.6~~$34.1 million, and ~~net other liabilities~~a debt premium of $0.8 million (related to the non-recourse mortgage loan assumed ~~of $5.0 million:~~in connection with an acquisition, as described below):

an investment of ~~$6.1~~$32.7 million for ~~a warehouse~~an educational facility in ~~Sellersburg, Indiana,~~Portland, Oregon, on February ~~21, 2018;~~20, 2019;

an investment of ~~$79.1~~$48.3 million for ~~one warehouse facility~~an office building in ~~Waukesha, Wisconsin, and two retail facilities in Appleton and Madison, Wisconsin,~~Morrisville, North Carolina, on March ~~15, 2018;~~



	~~W. P. Carey 6/30/2018 10-Q~~– 20

~~Notes to Consolidated Financial Statements (Unaudited)~~

7, 2019;

•

an investment of ~~$85.5~~$37.6 million for a ~~manufacturing facility~~distribution center in ~~Bessemer, Alabama,~~Inwood, West Virginia, on ~~June 5, 2018; the property was acquired as part of~~March 27, 2019, which is encumbered by a ~~nonmonetary transaction in exchange for 23 manufacturing facilities in various locations in the United States and Canada leased to the same tenant; this swap was recorded based~~non-recourse mortgage loan that we assumed on the ~~fair value~~date of ~~the property acquired and was a non-cash investing activity~~acquisition with an outstanding principal balance of $20.2 million (Note 1510); ~~and~~

an investment of ~~$186.6~~$49.3 million for ~~14 logistics facilities~~an industrial facility in Hurricane, Utah, on March 28, 2019; and ~~one office building~~

an investment of $16.6 million for an industrial facility in ~~various locations in Denmark~~Bensenville, Illinois, on June 28, 2018. In addition, we recorded an estimated deferred tax liability of $33.2 million, with a corresponding increase to the asset value, since we assumed the tax basis of the acquired portfolio.March 29, 2019.

The acquired net lease intangibles are comprised of (i) in-place lease intangible assets totaling ~~$50.1~~$43.6 million, which have a weighted-average expected life of ~~22.4~~15.9 years, and ~~an above-market~~(ii) below-market rent intangible ~~asset of $0.5~~liabilities totaling $9.6 million, which ~~has an~~have a weighted-average expected life of ~~14.3~~15.0 years.

~~Dollar amounts are based on the exchange rates of the foreign currencies on the dates of activity, as applicable.~~

Real Estate Under Construction

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we capitalized real estate under construction totaling ~~$34.5~~$18.6 million. The number of construction projects in progress with balances included in real estate under construction was ~~four~~two and ~~five~~four as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. Aggregate unfunded commitments totaled approximately ~~$131.6~~$198.7 million and ~~$147.9~~$204.5 million as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

W. P. Carey 3/31/2019 10-Q– 18

Notes to Consolidated Financial Statements (Unaudited)

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we completed the following construction projects, at a total cost of ~~$38.2 million, of which $23.8 million was capitalized during 2017:~~$53.0 million:

an expansion project at ~~an education~~a warehouse facility in ~~Houston, Texas,~~Zabia Wola, Poland, in ~~January 2018~~March 2019 at a cost totaling ~~$21.1~~$5.6 million, including capitalized interest; and

a ~~build-to-suit~~built-to-suit project for ~~an industrial~~a warehouse facility in ~~Zawiercie, Poland,~~Dillon, South Carolina, in ~~April 2018~~March 2019 at a cost totaling ~~$11.4~~$47.4 million, including capitalized ~~interest;~~

~~a renovation project at two industrial facilities in Albemarle and Old Fort, North Carolina, in April 2018 at a cost totaling $2.2 million; and~~

~~a renovation project at an industrial facility in Chicago, Illinois, in June 2018 at a cost totaling $3.5 million.~~

During the six months ended June 30, 2018, we committed to fund an aggregate of $20.0 million (based on the exchange rate of the euro at June 30, 2018) for an expansion project for an existing tenant at a warehouse facility in Rotterdam, the Netherlands. We currently expect to complete the project in the third quarter of 2019.interest.

Dollar amounts are based on the exchange rates of the foreign currencies on the dates of activity, as applicable.

Dispositions of Properties

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we sold ~~five properties and completed a nonmonetary transaction, which included the disposition of 23 properties in exchange for the acquisition of~~ one property, ~~(as described in Acquisitions of Real Estate above), all of~~ which ~~were~~was classified as Land, buildings and improvements subject to operating leases. As a result, the carrying value of our Land, buildings and improvements subject to operating leases decreased by ~~$86.3~~$3.3 million from December 31, ~~2017~~2018 to ~~June 30, 2018.~~March 31, 2019.

Future Dispositions of Real Estate

As of ~~June 30, 2018, one~~March 31, 2019, two of our tenants had exercised ~~its option~~their options to repurchase the ~~property it is~~properties they are leasing for ~~$8.0~~an aggregate of $8.6 million (the amount for one repurchase option is based on the exchange rate of the euro as of March 31, 2019), but there can be no assurance that such ~~repurchase~~repurchases will be completed. At ~~June 30, 2018, this property~~March 31, 2019, these two properties had an aggregate asset carrying value of ~~$6.1~~$6.5 million.

Leases

Operating Lease Income

Lease income related to operating leases recognized and included in the consolidated statements of income is as follows (in thousands):



	Three Months Ended March 31, 2019
Lease income — fixed	$	215,118
Lease income — variable ^(a)	21,263
Total operating lease income ^(b)	$	236,381

__________


(a)	Includes (i) rent increases based on changes in the CPI and other comparable indices and (ii) reimbursements for property taxes, insurance, and common area maintenance services.


(b)	Excludes $26.6 million of interest income from direct financing leases that is included in Lease revenues in the consolidated statement of income.

W. P. Carey 3/31/2019 10-Q– 19

Notes to Consolidated Financial Statements (Unaudited)

Scheduled Future Lease Payments

Scheduled future lease payments, exclusive of renewal options that are determined to be reasonably certain of exercise, expenses paid by tenants, percentage of sales rents, and future CPI-based adjustments, under non-cancelable operating leases at March 31, 2019 are as follows (in thousands):



Years Ending December 31,	Total
2019 (remainder)	$	704,412
2020	933,380
2021	914,977
2022	880,940
2023	822,002
Thereafter	6,560,712
Total	$	10,816,423



Years Ending December 31,	Total
2019	$	920,044
2020	915,411
2021	896,083
2022	861,688
2023	802,509
Thereafter	6,151,480
Total	$	10,547,215

Lease Cost

Certain information related to the total lease cost for operating leases for the three months ended March 31, 2019 is as follows (in thousands):



	Three Months Ended March 31, 2019
Fixed lease cost	$	3,814
Variable lease cost	136
Total lease cost	$	3,950

During the three months ended March 31, 2019, we received sublease income totaling approximately $1.5 million, which is included in Lease revenues in the consolidated statement of income.

W. P. Carey 3/31/2019 10-Q– 20

Notes to Consolidated Financial Statements (Unaudited)

Other Information

Supplemental balance sheet information related to ROU assets and lease liabilities is as follows (dollars in thousands):



	~~W. P. Carey 6/30/2018 10-Q~~– 21



	Location on Consolidated Balance Sheets	March 31, 2019
Operating ROU assets — land leases	In-place lease intangible assets and other	$	113,708
Operating ROU assets — office leases	Other assets, net	11,415
Total operating ROU assets		$	125,123

Operating lease liabilities	Accounts payable, accrued expenses and other liabilities	$	92,351

Weighted-average remaining lease term — operating leases		36.7 years
Weighted-average discount rate — operating leases		7.7		%
Number of land lease arrangements		61
Number of office space arrangements		6
Lease term range (excluding extension options not reasonably certain of being exercised)		1 – 101 years

Cash paid for operating lease liabilities included in Net cash provided by operating activities totaled $3.9 million for the three months ended March 31, 2019. There are no land or office direct financing leases for which we are the lessee, therefore there are no related ROU assets or lease liabilities.

Undiscounted Cash Flows

A reconciliation of the undiscounted cash flows for operating leases recorded on the consolidated balance sheet within Accounts payable, accrued expenses and other liabilities as of March 31, 2019 is as follows (in thousands):



Years Ending December 31,	Total
2019 (remainder)	$	11,029
2020	14,946
2021	8,447
2022	7,591
2023	7,444
Thereafter	255,495
Total lease payments	304,952
Less: amount of lease payments representing interest	(212,601		)
Present value of future lease payments/lease obligations	$	92,351

Scheduled future lease payments (excluding amounts paid directly by tenants) for the years subsequent to the year ended December 31, 2018 are: $14.5 million for 2019, $13.5 million for 2020, $7.9 million for 2021, $7.1 million for 2022, $7.0 million for 2023, and $246.7 million for the years thereafter.

W. P. Carey 3/31/2019 10-Q– 21

Notes to Consolidated Financial Statements (Unaudited)

Land, Buildings and Improvements — Operating Properties

At ~~June 30, 2018~~both March 31, 2019 and December 31, ~~2017,~~2018, Land, buildings and improvements attributable to operating properties consisted of our investments in ~~one hotel~~37 consolidated self-storage properties and two hotels, respectively. In April 2018, we sold one hotel, and as a result, the carrying value of our Land, buildings and improvements attributable to operating properties decreased by $33.2 million from December 31, 2017 to June 30, 2018 (~~Note 15~~).consolidated hotels. Below is a summary of our Land, buildings and improvements attributable to operating properties (in thousands):


	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Land	$	3,874		$	6,041		$	102,478		$	102,478
Buildings and improvements	38,413			77,006			365,494			363,572
Real estate under construction							4,343			4,620
Less: Accumulated depreciation	(7,493		)	(16,419		)	(12,832		)	(10,234		)
	$	34,794		$	66,628		$	459,483		$	460,436

Depreciation expense on our buildings and improvements attributable to operating properties was ~~$0.4~~$2.8 million and $1.1 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, respectively.

For the three months ended March 31, 2019, Operating property revenues totaling $16.0 million were comprised of $13.2 million in lease revenues and ~~2017, respectively,~~$2.8 million in other income (such as food and ~~$1.5~~beverage revenue) from 37 consolidated self-storage properties and two consolidated hotels. For the three months ended March 31, 2018, Operating property revenues totaling $7.2 million were comprised of $5.1 million in lease revenues and $2.1 million in other income from two consolidated hotels. We derive self-storage revenue primarily from rents received from customers who rent storage space under month-to-month leases for ~~the six months ended June 30, 2018~~personal or business use. We derive hotel revenue primarily from room rentals, as well as food, beverage, and ~~2017, respectively.~~other services.

Note 5. Finance Receivables

Assets representing rights to receive money on demand or at fixed or determinable dates are referred to as finance receivables. Our finance receivables portfolio consists of our Net investments in direct financing leases, ~~note~~loans receivable, and deferred acquisition fees. Operating leases are not included in finance ~~receivables as such amounts are not~~receivables. See Note 2 and Note 4 for information on ROU operating lease assets recognized ~~as assets~~ in ~~the~~our consolidated ~~financial statements.~~balance sheets.

Net Investments in Direct Financing Leases

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



	March 31, 2019			December 31, 2018
Lease payments receivable	$	1,117,679		$	1,160,977
Unguaranteed residual value	944,902			966,826
	2,062,581			2,127,803
Less: unearned income	(783,459		)	(821,588		)
	$	1,279,122		$	1,306,215

Interest income from direct financing leases, which was included in Lease revenues in the consolidated financial statements, was ~~$16.9~~$26.6 million and ~~$16.3~~$17.2 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $34.1 million and $32.5 million for the six months ended June 30, 2018 and 2017,~~ respectively.

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we reclassified one property with a carrying value of $16.6 million from Net investments in direct financing leases to Land, buildings and improvements subject to operating leases in connection with a change in lease classification due to an extension of the underlying lease (Note 4). During the three months ended March 31, 2019, the U.S. dollar strengthened against the euro, resulting in a ~~$11.2~~$5.5 million decrease in the carrying value of Net investments in direct financing leases from December 31, ~~2017~~2018 to ~~June 30, 2018. During~~March 31, 2019.

As of March 31, 2019, we had exercised our option to sell four properties leased to the ~~six months ended June 30, 2018, we sold a property~~same tenant (which were accounted for as aNet investments in direct financing ~~lease that~~leases) back to the tenant for $7.7 million. At March 31, 2019, these properties had ~~a net~~an aggregate asset carrying value of ~~$5.1~~$6.4 million. These properties were sold in April 2019.

~~Note~~

W. P. Carey 3/31/2019 10-Q– 22

Notes to Consolidated Financial Statements (Unaudited)

Scheduled Future Lease Payments

Scheduled future lease payments, exclusive of renewal options that are determined to be reasonably certain of exercise, expenses paid by tenants, percentage of sales rents, and future CPI-based adjustments, under non-cancelable direct financing leases at March 31, 2019 are as follows (in thousands):



Years Ending December 31,	Total
2019 (remainder) ^(a)	$	340,942
2020	96,592
2021	94,595
2022	85,254
2023	79,495
Thereafter	420,801
Total	$	1,117,679

Scheduled future lease payments, exclusive of renewal options that are determined to be reasonably certain of exercise, expenses paid by tenants, percentage of sales rents, and future CPI-based adjustments, under non-cancelable direct financing leases at December 31, 2018 are as follows (in thousands)



Years Ending December 31,	Total
2019 ^(a)	$	373,632
2020	98,198
2021	95,181
2022	85,801
2023	80,033
Thereafter	428,132
Total	$	1,160,977

__________

(a)

Includes $250.0 million for a bargain purchase option. As of both March 31, 2019 and December 31, 2018, The New York Times Company, a tenant at one of our properties, exercised its bargain purchase option to repurchase the property for $250.0 million in the fourth quarter of 2019. There can be no assurance that such repurchase will be completed. At March 31, 2019, this property had an aggregate asset carrying value of $260.5 million.

Loans Receivable

At ~~June 30, 2018~~both March 31, 2019 and December 31, ~~2017,~~2018, we had four loans receivable related to a domestic investment with an aggregate carrying value of $57.8 million. In addition, at March 31, 2019 and December 31, 2018, we had a ~~note~~loan receivable ~~with an outstanding balance of $9.6 million and $10.0 million, respectively,~~ representing the expected future payments under a sales type lease ~~which was~~with a carrying value of $9.4 million and $9.5 million, respectively. As of March 31, 2019, the tenant at the property underlying this loan receivable had exercised its option to repurchase the property for $9.3 million, but there can be no assurance that such repurchase will be completed. Our loans receivable are included in Other assets, net in the consolidated financial statements. Earnings from our ~~note~~loans receivable are included in Lease termination income and other in the consolidated financial statements.

Deferred Acquisition Fees Receivable

As described in Note 3, we earn revenue in connection with structuring and negotiating investments and related mortgage financing for ~~the CPA REITs.~~CPA:18 – Global. A portion of this revenue is due in equal annual installments over three years. Unpaid deferred installments, including accrued interest, from ~~the CPA REITs~~CPA:18 – Global were included in Due from affiliates in the consolidated financial statements.

W. P. Carey 3/31/2019 10-Q– 23

Notes to Consolidated Financial Statements (Unaudited)

Credit Quality of Finance Receivables

We generally invest in facilities that we believe are critical to a tenant’s business and therefore have a lower risk of tenant default. At both ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, none of the balances of our finance receivables were past due. ~~There~~Other than the lease extension noted under Net Investments in Direct Financing Leases above, there were no material modifications of finance receivables during the ~~six~~three months ended ~~June 30, 2018.~~



	~~W. P. Carey 6/30/2018 10-Q~~March 31, 2019.– 22

~~Notes to Consolidated Financial Statements (Unaudited)~~

We evaluate the credit quality of our finance receivables utilizing an internal five-point credit rating scale, with one representing the highest credit quality and five representing the lowest. A credit quality of one through three indicates a range of investment grade to stable. A credit quality of four through five indicates a range of inclusion on the watch list to risk of default. The credit quality evaluation of our finance receivables is updated quarterly. We believe the credit quality of our deferred acquisition fees receivable falls under category one, as ~~the CPA REITs are~~CPA:18 – Global is expected to have the available cash to make such payments.

A summary of our finance receivables by internal credit quality rating, excluding our deferred acquisition fees receivable, is as follows (dollars in thousands):


	Number of Tenants / Obligors at		Carrying Value at				Number of Tenants / Obligors at		Carrying Value at
Internal Credit Quality Indicator	June 30, 2018	December 31, 2017	June 30, 2018		December 31, 2017		March 31, 2019	December 31, 2018	March 31, 2019		December 31, 2018
1 - 3	26	24	$	631,831	$	608,101	35	36	$	1,108,250	$	1,135,321
4	6	8	83,394		123,477		10	10	227,620		227,591
5	—	—	—		—		1	1	10,381		10,580
			$	715,225	$	731,578			$	1,346,251	$	1,373,492

Note 6. Goodwill and Other Intangibles

We have recorded net lease, internal-use software development, and trade name intangibles that are being amortized over periods ranging from ~~one year~~two years to ~~40 years. In addition, we have several ground lease intangibles that are being amortized over periods of up to 99~~48 years. In-place lease ~~and below-market ground lease (as lessee)~~ intangibles, at cost are included in In-place lease intangible assets and other ~~intangible assets~~ in the consolidated financial statements. Above-market rent intangibles, at cost are included in Above-market rent intangible assets in the consolidated financial statements. Accumulated amortization of in-place lease ~~below-market ground lease (as lessee),~~ and above-market rent intangibles is included in Accumulated depreciation and amortization in the consolidated financial statements. Internal-use software development and trade name intangibles are included in Other assets, net in the consolidated financial statements. Below-market rent ~~above-market ground lease (as lessee),~~ and below-market purchase option intangibles are included in Below-market rent and other intangible liabilities, net in the consolidated financial statements.

~~Goodwill within~~The following table presents a reconciliation of our Owned Real Estate segment decreased by $1.9 million during the six months ended June 30, 2018 due to foreign currency translation adjustments, from $580.4 million as of December 31, 2017 to $578.5 million as of June 30, 2018. Goodwill within our Investment Management segment was $63.6 million as of June 30, 2018, unchanged from December 31, 2017.goodwill (in thousands):



	Real Estate			Investment Management		Total
Balance at December 31, 2018	$	857,337		$	63,607	$	920,944
Foreign currency translation adjustments	(1,928		)	—		(1,928		)
CPA:17 Merger measurement period adjustments (Note 3)	(343		)	—		(343		)
Balance at March 31, 2019	$	855,066		$	63,607	$	918,673

W. P. Carey 3/31/2019 10-Q– 24



	~~W. P. Carey 6/30/2018 10-Q~~– 23

Notes to Consolidated Financial Statements (Unaudited)

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


	June 30, 2018									December 31, 2017									March 31, 2019									December 31, 2018
	Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount
Finite-Lived Intangible Assets
Internal-use software development costs	$	18,755		$	(9,265	)	$	9,490		$	18,649		$	(7,862	)	$	10,787		$	19,115		$	(11,373	)	$	7,742		$	18,924		$	(10,672	)	$	8,252
Trade name	3,975			(798		)	3,177			3,975			(401		)	3,574			3,975			(1,395		)	2,580			3,975			(1,196		)	2,779
	22,730			(10,063		)	12,667			22,624			(8,263		)	14,361			23,090			(12,768		)	10,322			22,899			(11,868		)	11,031
Lease Intangibles:
In-place lease	1,208,904			(462,113		)	746,791			1,194,055			(421,686		)	772,369			1,987,765			(541,360		)	1,446,405			1,960,437			(496,096		)	1,464,341
Above-market rent	631,977			(302,227		)	329,750			640,480			(276,110		)	364,370			922,427			(350,292		)	572,135			925,797			(330,935		)	594,862
Below-market ground lease	18,379			(2,060		)	16,319			18,936			(1,855		)	17,081
Below-market ground lease ^(a)																			—			—			—			42,889			(2,367		)	40,522
	1,859,260			(766,400		)	1,092,860			1,853,471			(699,651		)	1,153,820			2,910,192			(891,652		)	2,018,540			2,929,123			(829,398		)	2,099,725
Indefinite-Lived Goodwill and Intangible Assets
Goodwill	642,060			—			642,060			643,960			—			643,960			918,673			—			918,673			920,944			—			920,944
Below-market ground lease	958			—			958			985			—			985
Below-market ground lease ^(a)																			—			—			—			6,302			—			6,302
	643,018			—			643,018			644,945			—			644,945			918,673			—			918,673			927,246			—			927,246
Total intangible assets	$	2,525,008		$	(776,463	)	$	1,748,545		$	2,521,040		$	(707,914	)	$	1,813,126		$	3,851,955		$	(904,420	)	$	2,947,535		$	3,879,268		$	(841,266	)	$	3,038,002

Finite-Lived Intangible Liabilities
Below-market rent	$	(133,535	)	$	52,530		$	(81,005	)	$	(135,704	)	$	48,657		$	(87,047	)	$	(262,430	)	$	61,635		$	(200,795	)	$	(253,633	)	$	57,514		$	(196,119	)
Above-market ground lease(a)	(13,176		)	3,350			(9,826		)	(13,245		)	3,046			(10,199		)	—			—			—			(15,961		)	3,663			(12,298		)
	(146,711		)	55,880			(90,831		)	(148,949		)	51,703			(97,246		)	(262,430		)	61,635			(200,795		)	(269,594		)	61,177			(208,417		)
Indefinite-Lived Intangible Liabilities
Below-market purchase option	(16,711		)	—			(16,711		)	(16,711		)	—			(16,711		)	(16,711		)	—			(16,711		)	(16,711		)	—			(16,711		)
Total intangible liabilities	$	(163,422	)	$	55,880		$	(107,542	)	$	(165,660	)	$	51,703		$	(113,957	)	$	(279,141	)	$	61,635		$	(217,506	)	$	(286,305	)	$	61,177		$	(225,128	)

__________

(a)

In connection with our adoption of ASU 2016-02 (Note 2), in the first quarter of 2019, we prospectively reclassified below-market ground lease intangible assets and above-market ground lease intangible liabilities to be a component of ROU assets within In-place lease intangible assets and other in our consolidated balance sheets. As of December 31, 2018, below-market ground lease intangible assets were included in In-place lease intangible assets and other in the consolidated balance sheets, and above-market ground lease intangible liabilities were included in Below-market rent and other intangible liabilities, net in the consolidated balance sheets.

Net amortization of intangibles, including the effect of foreign currency translation, was ~~$39.0~~$69.4 million and ~~$38.0~~$38.8 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $77.7 million and $75.7 million for the six months ended June 30, 2018 and 2017,~~ respectively. Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to Lease revenues; amortization of internal-use software development, trade name, and in-place lease intangibles is included in Depreciation and amortization; and amortization of above-market ground lease and below-market ground lease intangibles iswas included in Property expenses, excluding reimbursable tenant ~~costs.~~costs, prior to the reclassification of above-market ground lease and below-market ground lease intangibles to ROU assets in the first quarter of 2019, as described above and in Note 2.

W. P. Carey 3/31/2019 10-Q– 25

Notes to Consolidated Financial Statements (Unaudited)

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

We own interests in certain unconsolidated real estate investments with ~~the Managed Programs~~CPA:18 – Global and third parties, and also own interests in the Managed Programs. We account for our interests in these investments under the equity method of accounting (i.e., at cost, increased or decreased by our share of earnings or losses, less distributions, plus contributions and other adjustments required by equity method accounting, such as basis differences) or at fair value by electing the equity method fair value option available under GAAP.



	~~W. P. Carey 6/30/2018 10-Q~~– 24

We classify distributions received from equity method investments using the cumulative earnings approach. Distributions received are considered returns on the investment and classified as cash inflows from operating activities. If, however, the investor’s cumulative distributions received, less distributions received in prior periods determined to be returns of investment, exceeds cumulative equity in earnings recognized, the excess is considered a return of investment and is classified as cash inflows from investing activities.

~~Notes to Consolidated Financial Statements (Unaudited)~~

The following table presents Equity in earnings of equity method investments in the Managed Programs and real estate, which represents our proportionate share of the income or losses of these investments, as well as certain adjustments related to amortization of basis differences related to purchase accounting adjustments (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Distributions of Available Cash (Note 3)	$	8,776		$	10,728		$	19,278		$	22,521		$	5,685		$	10,502
Proportionate share of equity in earnings of equity investments in the Managed Programs	1,167			1,603			3,030			3,802			213			1,863
Amortization of basis differences on equity method investments in the Managed Programs	(914		)	(324		)	(1,312		)	(614		)	(329		)	(398		)
Total equity in earnings of equity method investments in the Managed Programs	9,029			12,007			20,996			25,709			5,569			11,967
Equity in earnings of equity method investments in real estate	4,084			4,216			7,987			7,160			562			3,903
Amortization of basis differences on equity method investments in real estate	(555		)	(495		)	(1,100		)	(1,367		)	(640		)	(545		)
Total equity in earnings of equity method investments in real estate	3,529			3,721			6,887			5,793
Total equity in (losses) earnings of equity method investments in real estate													(78		)	3,358
Equity in earnings of equity method investments in the Managed Programs and real estate	$	12,558		$	15,728		$	27,883		$	31,502		$	5,491		$	15,325

Managed Programs

We own interests in the Managed Programs and account for these interests under the equity method because, as their advisor, we do not exert control over, but we do have the ability to exercise significant influence ~~on,~~over, the Managed Programs. Operating results of the Managed Programs are included in the Investment Management segment.

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


	% of Outstanding Interests Owned at				Carrying Amount of Investment at				% of Outstanding Interests Owned at				Carrying Amount of Investment at
Fund	June 30, 2018		December 31, 2017		June 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018		March 31, 2019		December 31, 2018
CPA:17 – Global ^(a)	4.571	%	4.186	%	$	133,843	$	125,676
CPA:17 – Global operating partnership	0.009	%	0.009	%	—		—
CPA:18 – Global ^(a)	3.000	%	2.540	%	33,008		28,433		3.571	%	3.446	%	$	40,524	$	39,600
CPA:18 – Global operating partnership	0.034	%	0.034	%	209		209		0.034	%	0.034	%	209		209
CWI 1 ^(a)	2.597	%	2.119	%	33,095		26,810		3.271	%	3.062	%	40,945		38,600
CWI 1 operating partnership	0.015	%	0.015	%	186		186		0.015	%	0.015	%	186		186
CWI 2 ^(a)	2.304	%	1.786	%	21,018		16,495		3.039	%	2.807	%	27,505		25,200
CWI 2 operating partnership	0.015	%	0.015	%	300		300		0.015	%	0.015	%	300		300
CESH I ^(b)	2.430	%	2.430	%	3,666		3,299
CESH ^(b)									2.430	%	2.430	%	4,032		3,495
					$	225,325	$	201,408					$	113,701	$	107,590

__________

W. P. Carey 3/31/2019 10-Q– 26

Notes to Consolidated Financial Statements (Unaudited)

(a)

During ~~2018,~~the three months ended March 31, 2019, we received asset management revenue from the existing Managed REITs primarily in shares of their common stock, which increased our ownership percentage in each of the existing Managed ~~REITs. Effective as of June 1, 2018, we began receiving asset management revenue from CPA:17 – Global in cash in light of the Proposed Merger~~REITs (Note 3).


(b)	Investment is accounted for at fair value.

CPA:17 – Global — On October 31, 2018, we acquired all of the remaining interests in CPA:17 – Global and the CPA:17 – Global operating partnership in the CPA:17 Merger (Note 3). We received distributions from ~~this investment~~CPA:17 – Global during the ~~six~~three months ended ~~June 30,~~March 31, 2018 ~~and 2017~~ of ~~$4.9 million and $4.0 million, respectively.~~$2.4 million. We received distributions from our investment in the CPA:17 – Global operating partnership during the ~~six~~three months ended ~~June 30,~~March 31, 2018 ~~and 2017~~ of ~~$11.4~~$6.2 million ~~and $13.8 million, respectively~~ (Note 3).



	~~W. P. Carey 6/30/2018 10-Q~~– 25

~~Notes to Consolidated Financial Statements (Unaudited)~~

CPA:18 – Global — The carrying value of our investment in CPA:18 – Global at ~~June 30, 2018~~March 31, 2019 includes asset management fees receivable, for which ~~119,695~~55,419 shares of CPA:18 – Global Class A common stock were issued during the ~~third~~second quarter of ~~2018.~~2019. We received distributions from this investment during the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ of ~~$1.2~~$0.8 million and ~~$0.7~~$0.6 million, respectively. We received distributions from our investment in the CPA:18 – Global operating partnership during the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ of ~~$4.7~~$1.8 million and ~~$3.9~~$1.9 million, respectively (Note 3).

CWI 1 — The carrying value of our investment in CWI 1 at ~~June 30, 2018~~March 31, 2019 includes asset management fees receivable, for which ~~113,184~~117,857 shares of CWI 1 common stock were issued during the ~~third~~second quarter of ~~2018.~~2019. We received distributions from this investment during the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ of ~~$0.9~~$0.6 million and ~~$0.5~~$0.4 million, respectively. We received distributions from our investment in the CWI 1 operating partnership during the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ of ~~$1.0~~$1.9 million and ~~$3.2~~$1.0 million, respectively (Note 3).

CWI 2 — The carrying value of our investment in CWI 2 at ~~June 30, 2018~~March 31, 2019 includes asset management fees receivable, for which ~~78,215~~82,861 shares of CWI 2 Class A common stock were issued during the ~~third~~second quarter of ~~2018.~~2019. We received distributions from this investment during the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ of ~~$0.5~~$0.4 million and ~~$0.1~~$0.2 million, respectively. We received distributions from our investment in the CWI 2 operating partnership during the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ of ~~$2.2~~$1.9 million and ~~$1.6~~$1.5 million, respectively (Note 3).

CESH I — Under the limited partnership agreement we have with CESH I, we paid all organization and offering costs on behalf of CESH I, and instead of being reimbursed by CESH I for actual costs incurred, we received limited partnership units of CESH I equal to 2.5% of its gross offering proceeds (~~Note 3~~). In connection with the end of active fundraising by Carey Financial on June 30, 2017, we facilitated the orderly processing of sales in the CESH I offering through July 31, 2017, which then closed its offering on that date (~~Note 3~~). We have elected to account for our investment in CESH I at fair value by selecting the equity method fair value option available under GAAP. We record our investment in CESH I on a one quarter lag; therefore, the balance of our equity method investment in CESH I recorded as of ~~June 30, 2018~~March 31, 2019 is based on the estimated fair value of our equity method investment in CESH I as of ~~March~~December 31, 2018. We did not receive distributions from this investment during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 or ~~2017.~~

~~CCIF~~— ~~In August 2017, we resigned as the advisor to CCIF, effective as of September 11, 2017 (Note 1~~). As such, we reclassified our investment in CCIF (known since October 23, 2017 as GCIF) from Equity investments in the Managed Programs and real estate to Other assets, net in our consolidated balance sheets and accounted for it under the cost method, since we no longer shared decision-making responsibilities with the third-party investment partner. Following our adoption of ASU 2016-01, effective January 1, 2018 (~~Note 2~~), we account for our investment in GCIF at fair value. Our investment in GCIF had a carrying value of $23.8 million and $23.3 million at June 30, 2018 and December 31, 2017, respectively, and is included in our Investment Management segment. We received distributions from our equity method investment in CCIF during the six months ended June 30, 2017 of $0.5 million. Following our resignation as the advisor to CCIF in the third quarter of 2017, distributions of earnings from GCIF are recorded within Other gains and (losses) in the consolidated financial statements.2018.

At ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the aggregate unamortized basis differences on our equity investments in the Managed Programs were ~~$66.4~~$38.1 million and ~~$55.2~~$35.2 million, respectively.

Interests in Other Unconsolidated Real Estate Investments

We own equity interests in ~~single-tenant net-leased~~ properties that are generally leased to companies through noncontrolling interests ~~(i)~~ in partnerships and limited liability companies that we do not control but over which we exercise significant ~~influence or (ii) as tenants-in-common subject to common control. Generally, the~~influence. The underlying investments are jointly owned with ~~affiliates.~~affiliates or third parties. We account for these investments under the equity method of accounting. Operating results of our unconsolidated real estate investments are included in the ~~Owned~~ Real Estate segment.

W. P. Carey 3/31/2019 10-Q– 27



	~~W. P. Carey 6/30/2018 10-Q~~– 26

Notes to Consolidated Financial Statements (Unaudited)

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

Carrying Value at
Lessee Co-owner Ownership Interest June 30, 2018 December 31, 2017
The New York Times Company ^(a)
CPA:17 – Global 45% $ 69,115
$ 69,401
Frontier Spinning Mills, Inc. CPA:17 – Global 40% 24,085
24,153
Beach House JV, LLC ^(b)
Third Party N/A 15,105
15,105
ALSO Actebis GmbH ^(c)
CPA:17 – Global 30% 11,564
12,009
Jumbo Logistiek Vastgoed B.V. ^{(c) (d)}
CPA:17 – Global 15% 9,670
10,661
Wagon Automotive GmbH ^(c)
CPA:17 – Global 33% 7,700
8,386
Wanbishi Archives Co. Ltd. ^(e)
CPA:17 – Global 3% 1,058
334
$ 138,297
$ 140,049



			Carrying Value at
Lessee	Co-owner	Ownership Interest	March 31, 2019		December 31, 2018
Johnson Self Storage	Third Party	90%	$	72,187	$	73,475
Kesko Senukai ^(a)	Third Party	70%	51,074		52,432
Bank Pekao S.A. ^(a)	CPA:18 – Global	50%	29,154		29,086
BPS Nevada, LLC ^(b)	Third Party	15%	22,392		22,292
State Farm Automobile Co.	CPA:18 – Global	50%	18,489		18,927
Apply Sørco AS (referred to as Apply) ^{(c) (d)}	CPA:18 – Global	49%	9,937		7,483
Konzum d.d. (referred to as Agrokor) ^(a)	CPA:18 – Global	20%	3,132		2,858
Beach House JV, LLC ^(e)	Third Party	N/A	—		15,105
			$	206,365	$	221,658

__________


(a)	~~In January 2018,~~The carrying value of this ~~tenant exercised its option to repurchase~~investment is affected by fluctuations in the ~~property it is leasing from~~exchange rate of the ~~jointly owned investment with our affiliate, CPA:17 – Global, for $250.0 million (our proportionate share would be $112.5 million). There can be no assurance that such repurchase will be completed.~~euro.


(b)	This investment ~~is in~~was reported using the ~~form~~hypothetical liquidation at book value model, which may have been different than pro rata ownership percentages, primarily due to the capital structure of ~~a preferred equity interest.~~the partnership agreement.


(c)	The carrying value of this investment is affected by fluctuations in the exchange rate of the ~~euro.~~Norwegian krone.

(d)

~~This~~

During the first quarter of 2019, we identified measurement period adjustments that impacted the provisional accounting for this investment, ~~represents a tenancy-in-common interest, whereby~~which was acquired in the ~~property is encumbered~~CPA:17 Merger on October 31, 2018 (Note 3). As such, the CPA:17 Merger purchase price allocated to this jointly owned investment increased by ~~the debt for~~approximately $5.2 million, of which ~~we are jointly and severally liable. The co-obligor is CPA:17 – Global and the amount due under the arrangement~~our proportionate share was ~~approximately $73.3 million at June 30, 2018. Of this amount, $11.0 million represents the amount we are liable for and is included within the carrying value of the investment at June 30, 2018.~~$2.6 million.

(e)

~~The carrying value~~On February 27, 2019, we received a full repayment of our preferred equity interest in this investment totaling $15.0 million. As a result, this preferred equity interest is affected by fluctuations in the exchange rate of the yen. In January 2018, we contributed $0.7 million to this jointly owned investment in connection with the repayment of the non-recourse mortgage loan encumbering the investment.now retired.

We received aggregate distributions of ~~$8.6~~$3.4 million and ~~$8.1~~$4.4 million from our other unconsolidated real estate investments for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, respectively. At March 31, 2019 and ~~2017,~~December 31, 2018, the aggregate unamortized basis differences on our unconsolidated real estate investments were $25.6 million and $23.7 million, respectively.

Note 8. Fair Value Measurements

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

Items Measured at Fair Value on a Recurring Basis

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

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

Derivative Assets and Liabilities — Our derivative assets and liabilities, which are included in Other assets, net and Accounts payable, accrued expenses and other liabilities, respectively, in the consolidated financial statements, are comprised of foreign currency forward contracts, foreign currency collars, interest rate swaps, interest rate caps, and stock warrants (Note 9).

W. P. Carey 3/31/2019 10-Q– 28

Notes to Consolidated Financial Statements (Unaudited)

The ~~foreign currency forward contracts, foreign currency collars,~~valuation of our derivative instruments (excluding stock warrants) is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate ~~swaps,~~curves, spot and ~~interest rate caps were measured at~~forward rates, and implied volatilities. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value ~~using readily observable market inputs,~~measurements. In adjusting the fair value of our derivative instruments for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as ~~quotations on interest rates,~~collateral postings, thresholds, mutual puts, and guarantees. These derivative instruments were classified as Level 2 as these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market.



	~~W. P. Carey 6/30/2018 10-Q~~– 27

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~active market.~~ The stock warrants were measured at fair value using valuation models that incorporate market inputs and our own assumptions about future cash flows. We classified these assets as Level 3 because these assets are not traded in an active market.

~~Derivative Liabilities~~ — Our derivative liabilities, which are included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements, are comprised of foreign currency collars and interest rate swaps (~~Note 9~~). These derivative instruments were measured at fair value using readily observable market inputs, such as quotations on interest rates, and were classified as Level 2 because they are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market.

Equity Investment in CESH I — We have elected to account for our investment in CESH, I, which is included in Equity investments in the Managed Programs and real estate in the consolidated financial statements, at fair value by selecting the equity method fair value option available under GAAP (Note 7). We classified this investment as Level 3 because we primarily used valuation models that incorporate unobservable inputs to determine its fair value. The fair value of our equity investment in CESH approximated its carrying value as of March 31, 2019 and December 31, 2018.

~~Equity~~ Investment in ~~GCIF~~Shares of a Cold Storage Operator — We account for our investment in ~~GCIF,~~shares of a cold storage operator, which is included in Other assets, net in the consolidated financial statements, at fair value using valuation models that incorporated the following significant unobservable inputs: a 15.6x multiple of a comparable public company and a 25% EBITDA growth rate. We classified this investment as Level 3 because it is not traded in an active market. During the first quarter of 2019, we identified measurement period adjustments that impacted the provisional accounting for this investment, which was acquired in the CPA:17 Merger on October 31, 2018 (Note 73). As such, the CPA:17 Merger purchase price allocated to this investment decreased by approximately $3.0 million. The fair value of this investment approximated its carrying value, which was $113.3 million and $116.3 million at March 31, 2019 and December 31, 2018, respectively.

Investment in Shares of GCIF — We account for our investment in shares of Guggenheim Credit Income Fund (“GCIF”), which is included in Other assets, net in the consolidated financial statements, at fair value. We classified this investment as Level 2 because we used a quoted price from an inactive market to determine its fair value. The fair value of our investment in shares of GCIF approximated its carrying value, which was $22.5 million and $23.6 million at March 31, 2019 and December 31, 2018, respectively. Distributions of earnings from GCIF and unrealized gains or losses recognized on GCIF are recorded within Other gains and (losses) in the consolidated financial statements.

We did not have any transfers into or out of Level 1, Level 2, and Level 3 category of measurements during either the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 or ~~2017.~~2018. Gains and losses (realized and unrealized) recognized on items measured at fair value on a recurring basis included in earnings are reported within Other gains and (losses) on our consolidated financial statements, except for gains and losses recognized on our equity investment in CESH, I, which are reported within Other comprehensive ~~(loss)~~ income.

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


		June 30, 2018				December 31, 2017					March 31, 2019				December 31, 2018
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value		Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Senior Unsecured Notes, net ^{(a) (b) (c)}	2	$	3,018,475	$	3,082,974	$	2,474,661	$	2,588,032	2	$	3,513,268	$	3,631,030	$	3,554,470	$	3,567,593
Non-recourse mortgages, net ^{(a) (b) (d)}	3	985,666		984,992		1,185,477		1,196,399		3	2,503,321		2,515,119		2,732,658		2,737,861
Note receivable ^(d)	3	9,637		9,312		9,971		9,639
Loans receivable ^(d)										3	67,129		66,828		67,277		67,123

__________

(a)

The carrying value of Senior Unsecured Notes, net (Note 10) includes unamortized deferred financing costs of ~~$17.4~~$18.8 million and ~~$14.7~~$19.7 million at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. The carrying value of Non-recourse mortgages, net includes unamortized deferred financing costs of ~~$1.0~~$0.8 million at both ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018.

W. P. Carey 3/31/2019 10-Q– 29

Notes to Consolidated Financial Statements (Unaudited)

(b)

The carrying value of Senior Unsecured Notes, net includes unamortized discount of ~~$12.8~~$14.9 million and ~~$9.9~~$15.8 million at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. The carrying value of Non-recourse mortgages, net includes unamortized discount of ~~$1.9~~$21.0 million and ~~$1.7~~$21.8 million at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.


(c)	We determined the estimated fair value of the Senior Unsecured Notes using observed market prices in an open market with limited trading volume.

(d)

We determined the estimated fair value of these financial instruments using a discounted cash flow model that estimates the present value of the future loan payments by discounting such payments at current estimated market interest rates. The estimated market interest rates take into account interest rate risk and the value of the underlying collateral, which includes quality of the collateral, the credit quality of the tenant/obligor, and the time until maturity.

We estimated that our other financial assets and liabilities, including amounts outstanding under our Senior Unsecured Credit Facility (Note 10) but excluding net investments in direct financing leases, had fair values that approximated their carrying values at both ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018.



	~~W. P. Carey 6/30/2018 10-Q~~– 28

~~Notes to Consolidated Financial Statements (Unaudited)~~

Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges)

We periodically assess whether there are any indicators that the value of our real estate investments may be impaired or that their carrying value may not be recoverable. For investments in real estate held for use for which an impairment indicator is identified, we follow a two-step process to determine whether the investment is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the future undiscounted net cash flows that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. If this amount is less than the carrying value, the property’s asset group is considered to be not recoverable. We then measure the impairment charge as the excess of the carrying value of the property’s asset group over the estimated fair value of the property’s asset group, which is primarily determined using market information such as recent comparable sales, broker quotes, or third-party appraisals. If relevant market information is not available or is not deemed appropriate, we perform a future net cash flow analysis, discounted for inherent risk associated with each investment. We determined that the significant inputs used to value these investments fall within Level 3 for fair value reporting. As a result of our assessments, we calculated impairment charges based on market conditions and assumptions that existed at the time. The valuation of real estate is subject to significant judgment and actual results may differ materially if market conditions or the underlying assumptions change.

We did not recognize any impairment charges during the three months ended March 31, 2019.

During the ~~six~~three months ended ~~June 30,~~March 31, 2018, we recognized impairment charges totaling $4.8 million on two properties in order to reduce the carrying values of the properties to their estimated fair values, which was $3.9 million in each case. We recognized an impairment charge of $3.8 million on one of those properties due to a tenant bankruptcy and ~~likely~~the resulting vacancy, and the fair value measurement for the property was determined by estimating discounted cash flows using market rent assumptions. We recognized an impairment charge of $1.0 million on the other property due to a lease expiration and resulting vacancy, and the fair value measurement for the property approximated its estimated selling price.

~~We did not recognize any impairment charges during the three or six months ended June 30, 2017.~~

Note 9. Risk Management and Use of Derivative Financial Instruments

Risk Management

In the normal course of our ongoing business operations, we encounter economic risk. There are four main components of economic risk that impact us: interest rate risk, credit risk, market risk, and foreign currency risk. We are primarily subject to interest rate risk on our interest-bearing liabilities, including our Senior Unsecured Credit Facility and Senior Unsecured Notes (Note 10). Credit risk is the risk of default on our operations and our tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of our properties and related loans, as well as changes in the value of our other securities and the shares or limited partnership units we hold in the Managed Programs due to changes in interest rates or other market factors. We own investments in North America, Europe, ~~Australia,~~ and ~~Asia~~Japan and are subject to risks associated with fluctuating foreign currency exchange rates.

Derivative Financial Instruments

When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates and foreign currency exchange rate movements. We have not entered into, and do not plan to enter into, financial instruments for trading or speculative purposes. In addition to entering into derivative instruments on our own behalf, we may also be a party to derivative instruments that are embedded in other contracts, and we may be granted common stock warrants by lessees when structuring

W. P. Carey 3/31/2019 10-Q– 30

Notes to Consolidated Financial Statements (Unaudited)

lease transactions, which are considered to be derivative instruments. The primary risks related to our use of derivative instruments include a counterparty to a hedging arrangement defaulting on its obligation and a downgrade in the credit quality of a counterparty to such an extent that our ability to sell or assign our side of the hedging transaction is impaired. While we seek to mitigate these risks by entering into hedging arrangements with large financial institutions that we deem to be creditworthy, it is possible that our hedging transactions, which are intended to limit losses, could adversely affect our earnings. Furthermore, if we terminate a hedging arrangement, we may be obligated to pay certain costs, such as transaction or breakage fees. We have established policies and procedures for risk assessment and the approval, reporting, and monitoring of derivative financial instrument activities.

We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For ~~a derivative~~derivatives designated and that ~~qualified,~~qualify as a cash flow ~~hedge, the effective portion of~~hedges, the change in fair value of the derivative is recognized in Other comprehensive ~~(loss)~~ income until the hedged ~~item is~~transaction affects earnings. Gains and losses on the cash flow hedges representing hedge components excluded from the assessment of effectiveness are recognized in ~~earnings.~~earnings over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. Such gains and losses are recorded within Other gains and (losses) or Interest expense in our consolidated statements of income. The earnings recognition of excluded components is presented in the same line item as the hedged transactions. For ~~a derivative~~derivatives designated and that ~~qualified,~~qualify as a net investment hedge, ~~the effective portion of~~ the change in the fair value and/or



	~~W. P. Carey 6/30/2018 10-Q~~– 29

~~Notes to Consolidated Financial Statements (Unaudited)~~

the net settlement of the derivative is reported in Other comprehensive ~~(loss)~~ income as part of the cumulative foreign currency translation adjustment. ~~The ineffective portion~~Amounts are reclassified out of Other comprehensive income into earnings (within Gain on sale of real estate, net, in our consolidated statements of income) when the ~~change in fair value of any derivative~~hedged net investment is ~~immediately recognized in earnings.~~either sold or substantially liquidated.

All derivative transactions with an individual counterparty are governed by a master International Swap and Derivatives Association agreement, which can be considered as a master netting arrangement; however, we report all our derivative instruments on a gross basis on our consolidated financial statements. At both ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, no cash collateral had been posted nor received for any of our derivative positions.

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


Derivatives Designated as Hedging Instruments	Balance Sheet Location	Asset Derivatives Fair Value at				Liability Derivatives Fair Value at						Balance Sheet Location	Derivative Assets Fair Value at				Derivative Liabilities Fair Value at
Derivatives Designated as Hedging Instruments	Balance Sheet Location	June 30, 2018		December 31, 2017		June 30, 2018			December 31, 2017			Balance Sheet Location	March 31, 2019		December 31, 2018		March 31, 2019			December 31, 2018
Foreign currency forward contracts	Other assets, net	$	15,039	$	12,737	$	—		$	—		Other assets, net	$	21,183	$	22,520	$	—		$	—
Foreign currency collars	Other assets, net	5,899		4,931		—			—			Other assets, net	11,086		8,536		—			—
Interest rate swaps	Other assets, net	1,359		523		—			—			Other assets, net	724		1,435		—			—
Interest rate cap	Other assets, net	6		20		—			—
Interest rate caps												Other assets, net	8		56		—			—
Interest rate swaps												Accounts payable, accrued expenses and other liabilities	—		—		(4,565		)	(3,387		)
Foreign currency collars	Accounts payable, accrued expenses and other liabilities	—		—		(3,938		)	(6,805		)	Accounts payable, accrued expenses and other liabilities	—		—		(606		)	(1,679		)
Interest rate swaps	Accounts payable, accrued expenses and other liabilities	—		—		(305		)	(1,108		)
													33,001		32,547		(5,171		)	(5,066		)
Derivatives Not Designated as Hedging Instruments
Stock warrants	Other assets, net	3,886		3,685		—			—			Other assets, net	5,500		5,500		—			—
Interest rate swap ^(a)	Other assets, net	20		19		—			—
Foreign currency forward contracts												Other assets, net	—		7,144		—			—
Interest rate swaps ^(a)												Accounts payable, accrued expenses and other liabilities	—		—		(294		)	(343		)
													5,500		12,644		(294		)	(343		)
Total derivatives		$	26,209	$	21,915	$	(4,243	)	$	(7,913	)		$	38,501	$	45,191	$	(5,465	)	$	(5,409	)

__________


(a)	~~This~~These interest rate ~~swap does~~swaps do not qualify for hedge accounting; however, ~~it does~~they do protect against fluctuations in interest rates related to the underlying variable-rate debt.

W. P. Carey 3/31/2019 10-Q– 31

Notes to Consolidated Financial Statements (Unaudited)

The following tables present the impact of our derivative instruments in the consolidated financial statements (in thousands):

Amount of Gain (Loss) Recognized on Derivatives in Other Comprehensive (Loss) Income (Effective Portion) ^(a)
Three Months Ended June 30, Six Months Ended June 30,
Derivatives in Cash Flow Hedging Relationships 2018 2017 2018 2017
Foreign currency collars $ 9,999
$ (8,146 ) $ 3,850
$ (10,604 )
Foreign currency forward contracts 3,306
(8,034 ) 142
(11,670 )
Interest rate swaps 414
(20 ) 1,420
529
Interest rate cap (4 ) (15 ) (11 ) (9 )
Derivatives in Net Investment Hedging Relationships^(b)

Foreign currency forward contracts 1,913
(195 ) 2,316
(4,176 )
Total $ 15,628
$ (16,410 ) $ 7,717
$ (25,930 )



	~~W. P. Carey 6/30/2018 10-Q~~– 30

~~Notes to Consolidated Financial Statements (Unaudited)~~



	Amount of Gain (Loss) Recognized on Derivatives in Other Comprehensive Income ^(a)
	Three Months Ended March 31,
Derivatives in Cash Flow Hedging Relationships	2019			2018
Foreign currency collars	$	3,616		$	(6,149	)
Interest rate swaps	(1,815		)	1,006
Foreign currency forward contracts	1,119			(3,164		)
Interest rate caps	(27		)	(7		)
Derivatives in Net Investment Hedging Relationships^(b)
Foreign currency forward contracts	—			403
Total	$	2,893		$	(7,911	)


		Amount of Gain (Loss) on Derivatives Reclassified from Other Comprehensive (Loss) Income (Effective Portion)													Amount of Gain (Loss) on Derivatives Reclassified from Other Comprehensive Income
Derivatives in Cash Flow Hedging Relationships	Location of Gain (Loss) Recognized in Income	Three Months Ended June 30,						Six Months Ended June 30,						Location of Gain (Loss) Recognized in Income	Three Months Ended March 31,
Derivatives in Cash Flow Hedging Relationships	Location of Gain (Loss) Recognized in Income	2018			2017			2018			2017			Location of Gain (Loss) Recognized in Income	2019			2018
Foreign currency forward contracts	Other gains and (losses)	$	1,622		$	1,692		$	2,804		$	3,882		Other gains and (losses)	$	2,434		$	1,182
Foreign currency collars	Other gains and (losses)	167			1,164			574			2,419			Other gains and (losses)	1,088			407
Interest rate swaps and cap	Interest expense	(40		)	(340		)	(251		)	(738		)	Interest expense	(67		)	(211		)
Total		$	1,749		$	2,516		$	3,127		$	5,563			$	3,455		$	1,378

__________


(a)	Excludes net ~~gains~~losses of ~~$0.4~~$0.9 million and ~~net losses of $0.4~~less than $0.1 million recognized on unconsolidated jointly owned investments for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and net gains of $0.3 million and net losses of $0.6 million for the six months ended June 30, 2018 and 2017,~~ respectively.


(b)	The ~~effective portion of the~~ changes in fair value of these contracts are reported in the foreign currency translation adjustment section of Other comprehensive ~~(loss)~~ income.

Amounts reported in Other comprehensive ~~(loss)~~ income related to interest rate ~~swaps~~derivative contracts will be reclassified to Interest expense as interest is incurred on our variable-rate debt. Amounts reported in Other comprehensive ~~(loss)~~ income related to foreign currency derivative contracts will be reclassified to Other gains and (losses) when the hedged foreign currency contracts are settled. As of ~~June 30, 2018,~~March 31, 2019, we estimate that an additional ~~$0.2~~$1.7 million and ~~$9.2~~$13.0 million will be reclassified as interest expense and other gains, respectively, during the next 12 months.

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


		Amount of Gain (Loss) on Derivatives Recognized in Income													Amount of Gain (Loss) on Derivatives Recognized in Income
Derivatives Not in Cash Flow Hedging Relationships	Location of Gain (Loss) Recognized in Income	Three Months Ended June 30,						Six Months Ended June 30,						Location of Gain (Loss) Recognized in Income	Three Months Ended March 31,
Derivatives Not in Cash Flow Hedging Relationships	Location of Gain (Loss) Recognized in Income	2018			2017			2018			2017			Location of Gain (Loss) Recognized in Income	2019			2018
Foreign currency forward contracts														Other gains and (losses)	$	(230	)	$	(125	)
Foreign currency collars	Other gains and (losses)	$	557		$	(407	)	$	320		$	(493	)	Other gains and (losses)	41			(237		)
Stock warrants	Other gains and (losses)	(67		)	67			201			(335		)	Other gains and (losses)	—			268
Interest rate swaps	Other gains and (losses)	2			—			7			9			Other gains and (losses)	—			5
Derivatives in Cash Flow Hedging Relationships ^(a)
Foreign currency forward contracts	Other gains and (losses)	—			—			(125		)	—			Other gains and (losses)	(132		)	—
Derivatives in Cash Flow Hedging Relationships ^(a)
Interest rate swaps	Interest expense	63			141			213			302			Interest expense	(114		)	150
Foreign currency collars	Other gains and (losses)	25			2			(21		)	2			Other gains and (losses)	7			(46		)
Foreign currency forward contracts	Other gains and (losses)	—			(63		)	—			(61		)
Total		$	580		$	(260	)	$	595		$	(576	)		$	(428	)	$	15

~~__________~~


~~(a)~~	~~Relates to the ineffective portion of the hedging relationship.~~

W. P. Carey 3/31/2019 10-Q– 32

Notes to Consolidated Financial Statements (Unaudited)

See below for information on our purposes for entering into derivative instruments.

Interest Rate Swaps and Caps

We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we ~~historically attempted to obtain mortgage~~generally seek long-term debt financing on a ~~long-term,~~ fixed-rate basis. However, from time to time, we or our investment partners have obtained, and may in the future obtain, variable-rate, non-recourse mortgage loans and, as a result, we have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements with counterparties. Interest rate swaps, which effectively convert the variable-rate debt service obligations of a loan to a fixed rate, are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flow over a specific period. The notional, or face, amount on which the swaps are based is not exchanged. Interest rate caps limit the effective borrowing rate of



	~~W. P. Carey 6/30/2018 10-Q~~– 31

~~Notes to Consolidated Financial Statements (Unaudited)~~

variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. Our objective in using these derivatives is to limit our exposure to interest rate movements.

The interest rate swaps and ~~cap~~caps that our consolidated subsidiaries had outstanding at ~~June 30, 2018~~March 31, 2019 are summarized as follows (currency in thousands):


	Number of Instruments	Notional Amount		Fair Value at June 30, 2018 ^(a)
Interest Rate Derivatives	Number of Instruments			Fair Value at June 30, 2018 ^(a)		Number of Instruments		Notional Amount			Fair Value at March 31, 2019 ^(a)
Designated as Cash Flow Hedging Instruments		Notional Amount
Interest rate swaps	10	92,739	USD	$	1,054		20		199,605	USD		$	(2,270	)
Interest rate swaps							3		64,706	EUR		(1,571		)
Interest rate caps							5		155,841	EUR		4
Interest rate cap	1	30,167	EUR	6			1		75,000	USD		3
Not Designated as Cash Flow Hedging Instruments
Interest rate swap ^(b)	1	2,782	USD	20
Interest rate cap							1		6,394	GBP		1
Not Designated as Hedging Instruments
Interest rate swaps ^(b)							3		15,466	EUR		(294		)
				$	1,080							$	(4,127	)

__________


(a)	Fair value amounts are based on the exchange rate of the euro or British pound sterling at ~~June 30, 2018,~~March 31, 2019, as applicable.


(b)	~~This~~These interest rate ~~swap does~~swaps do not qualify for hedge accounting; however, ~~it does~~they do protect against fluctuations in interest rates related to the underlying variable-rate debt.

Foreign Currency Forward Contracts and Collars

We are exposed to foreign currency exchange rate movements, primarily in the euro and, to a lesser extent, the British pound sterling, the Danish krone, ~~the Australian dollar,~~ and certain other currencies. We manage foreign currency exchange rate movements by generally having our debt service obligations in the same local currencies as our rental revenues. This reduces our overall exposure to the net cash flow. However, we are subject to foreign currency exchange rate movements to the extent that there is a difference in the timing and amount of the rental obligation and the debt service. Realized and unrealized gains and losses recognized in earnings related to foreign currency transactions are included in Other gains and (losses) in the consolidated financial statements.

In order to hedge certain of our foreign currency ~~net~~ cash flow exposures, we enter into foreign currency forward contracts and collars. A foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. A foreign currency collar consists of a written call option and a purchased put option to sell the foreign currency at a range of predetermined exchange rates. By entering into forward contracts and holding them to maturity, we are locked into a future currency exchange rate for the term of the contract. A foreign currency collar guarantees that the exchange rate of the currency will not fluctuate beyond the range of the options’ strike prices. Our foreign currency forward contracts and foreign currency collars have maturities of 77 months or less.

W. P. Carey 3/31/2019 10-Q– 33

Notes to Consolidated Financial Statements (Unaudited)

The following table presents the foreign currency derivative contracts we had outstanding at ~~June 30, 2018, which were designated as cash flow hedges~~March 31, 2019 (currency in thousands):

Number of Instruments Notional
Amount
Fair Value at
June 30, 2018
Foreign Currency Derivatives
Designated as Cash Flow Hedging Instruments
Foreign currency forward contracts 16 55,077
EUR $ 10,530
Foreign currency collars 31 40,750
GBP 4,394
Foreign currency collars 31 102,775
EUR (2,433 )
Foreign currency forward contracts 6 7,565
AUD 521
Foreign currency forward contracts 2 1,070
GBP 271
Designated as Net Investment Hedging Instruments
Foreign currency forward contracts 2 68,999
AUD 3,717
$ 17,000



	~~W. P. Carey 6/30/2018 10-Q~~– 32

~~Notes to Consolidated Financial Statements (Unaudited)~~



Foreign Currency Derivatives	Number of Instruments	Notional Amount		Fair Value at March 31, 2019
Designated as Cash Flow Hedging Instruments
Foreign currency forward contracts	29	75,288	EUR	$	21,070
Foreign currency collars	55	193,000	EUR	6,717
Foreign currency collars	44	43,500	GBP	3,765
Foreign currency forward contracts	4	2,911	NOK	61
Foreign currency collars	3	2,000	NOK	(1		)
Designated as Net Investment Hedging Instruments
Foreign currency forward contract	1	2,468	NOK	52
Foreign currency collar	1	2,500	NOK	(1		)
				$	31,663

Credit Risk-Related Contingent Features

We measure our credit exposure on a counterparty basis as the net positive aggregate estimated fair value of our derivatives, net of any collateral received. No collateral was received as of ~~June 30, 2018.~~March 31, 2019. At ~~June 30, 2018,~~March 31, 2019, our total credit exposure and the maximum exposure to any single counterparty was ~~$19.7~~$31.7 million and ~~$14.5~~$14.9 million, respectively.

Some of the agreements we have with our derivative counterparties contain cross-default provisions that could trigger a declaration of default on our derivative obligations if we default, or are capable of being declared in default, on certain of our indebtedness. At ~~June 30, 2018,~~March 31, 2019, we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives in a net liability position was ~~$4.3~~$8.6 million and ~~$8.1~~$7.3 million at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively, which included accrued interest and any nonperformance risk adjustments. If we had breached any of these provisions at ~~June 30, 2018~~March 31, 2019 or December 31, ~~2017,~~2018, we could have been required to settle our obligations under these agreements at their aggregate termination value of ~~$4.5~~$8.9 million and ~~$8.4~~$7.6 million, respectively.

Net Investment Hedges

We have ~~had three issuances~~completed four offerings of euro-denominated senior notes, each with a principal amount of €500.0 million, which we refer to as the 2.0% Senior Notes due 2023, 2.25% Senior Notes due 2024, 2.250% Senior Notes due 2026, and 2.125% Senior Notes due 2027 (Note 10). ~~The 2.0% Senior Notes, 2.25% Senior Notes,~~In addition, at March 31, 2019, the amounts borrowed in euro and ~~a portion of the 2.125% Senior Notes~~Japanese yen outstanding under our Unsecured Revolving Credit Facility (Note 10) were €49.0 million and ¥2.4 billion, respectively. These borrowings are designated as, and are effective as, economic hedges of our net investments in foreign entities. Exchange rate variations impact our financial results because the financial results of our foreign subsidiaries are translated to U.S. dollars each period, with the effect of exchange rate variations being recorded in Other comprehensive ~~(loss)~~ income as part of the cumulative foreign currency translation adjustment. As a result, changes in the value of our ~~euro~~ borrowings under our ~~2.0% Senior Notes, 2.25% Senior Notes,~~euro-denominated senior notes and ~~a portion~~changes in the value of our ~~2.125% Senior Notes~~euro and Japanese yen borrowings under our Unsecured Revolving Credit Facility, related to changes in the spot rates, will be reported in the same manner as foreign currency translation adjustments, which are recorded in Other comprehensive ~~(loss)~~ income as part of the cumulative foreign currency translation adjustment. Such gains (losses) related to non-derivative net investment hedges were $44.1 million and $(40.0) million for the three months ended March 31, 2019 and 2018, respectively.

At ~~June 30, 2018,~~March 31, 2019, we also had foreign currency forward contracts that were designated as net investment hedges, as discussed in “Derivative Financial Instruments” above.

W. P. Carey 3/31/2019 10-Q– 34

Notes to Consolidated Financial Statements (Unaudited)

Note 10. Debt

Senior Unsecured Credit Facility

On February 22, 2017, we entered into the Third Amended and Restated Credit Facility ~~or the Credit Agreement,~~(the “Credit Agreement”), which provided for a $1.5 billion unsecured revolving credit facility ~~or our Unsecured~~(our “Unsecured Revolving Credit ~~Facility,~~Facility”), a €236.3 million term loan, ~~or our Term Loan,~~ and a $100.0 million delayed draw term loan, ~~or our Delayed Draw Term Loan,~~ which we refer to collectively as the ~~Senior~~“Senior Unsecured Credit Facility.” The ~~Delayed Draw Term Loan allows for borrowings in~~aggregate principal amount (of revolving and term loans) available under the Credit Agreement may be increased up to an amount not to exceed the U.S. ~~dollars, euros, or British pounds sterling. We refer~~dollar equivalent of $2.35 billion, subject to ~~our Term Loan and Delayed Draw Term Loan collectively as~~ the ~~Unsecured Term Loans.~~

~~As of December 31, 2017, we had drawn down our Unsecured Term Loans in full. On March 7, 2018, we repaid and terminated our Unsecured Term Loans in full for €325.0 million (equivalent~~conditions to $403.6 million), using a portion of the proceeds from the issuance of the 2.125% Senior Notes, as described below. In connection with the repayments, we recognized a non-cash loss on extinguishment of debt of $1.4 million, which was included in Other gains and (losses)increase provided in the ~~consolidated financial statements.~~Credit Agreement.

The maturity date of the Unsecured Revolving Credit Facility is February 22, 2021. We have two options to extend the maturity date of the Unsecured Revolving Credit Facility by six months, subject to the conditions provided in the Credit Agreement. The Unsecured Revolving Credit Facility is being used for working capital needs, for acquisitions, and for other general corporate purposes.

The Credit Agreement ~~also~~ permits (i) a sub-limit for up to $1.0 billion under the Unsecured Revolving Credit Facility to be borrowed in certain currencies other than U.S. dollars, (ii) a sub-limit for swing line loans of up to $75.0 million under the Unsecured Revolving Credit Facility, and (iii) a sub-limit for the issuance of letters of creditborrowing under the Unsecured Revolving Credit Facility in ~~an aggregate amount not to exceed $50.0 million. The aggregate principal amount (of revolving and term loans) available under the Credit Agreement may be increased up to an amount not to exceed the~~certain currencies other than U.S. ~~dollar equivalent of $2.35 billion, subject to the conditions to increase provided in the Credit Agreement.~~



	~~W. P. Carey 6/30/2018 10-Q~~– 33

~~Notes to Consolidated Financial Statements (Unaudited)~~

dollars.

At ~~June 30, 2018,~~March 31, 2019, our Unsecured Revolving Credit Facility had ~~unused~~available capacity of ~~$1.1~~$1.4 billion. We incur aan annual facility fee of 0.20% of the total commitment on our Unsecured Revolving Credit Facility.

The following table presents a summary of our Senior Unsecured Credit Facility (dollars in thousands):


	Interest Rate at June 30, 2018 ^(a)	Maturity Date at June 30, 2018		Principal Outstanding Balance at					Interest Rate at March 31, 2019 ^(a)		Maturity Date at March 31, 2019	Principal Outstanding Balance at
Senior Unsecured Credit Facility		Maturity Date at June 30, 2018	June 30, 2018			December 31, 2017				March 31, 2019			December 31, 2018
Unsecured Revolving Credit Facility:	Interest Rate at June 30, 2018 ^(a)								Interest Rate at March 31, 2019 ^(a)		Maturity Date at March 31, 2019
Unsecured Revolving Credit Facility — borrowing in euros ^(b)	EURIBOR + 1.00%	2/22/2021		$	201,917		$	111,775	EURIBOR + 1.00%		2/22/2021	$	55,052	$	69,273
Unsecured Revolving Credit Facility — borrowing in U.S. dollars	LIBOR + 1.00%	2/22/2021		195,000			105,000		LIBOR + 1.00%		2/22/2021	30,000		—
Unsecured Revolving Credit Facility — borrowing in Japanese yen									JPY LIBOR + 1.00%		2/22/2021	21,847		22,290
				396,917			216,775					$	106,899	$	91,563
Unsecured Term Loans ^(c):
Term Loan — borrowing in euros ^(d)	N/A	N/A		—			283,425
Delayed Draw Term Loan — borrowing in euros	N/A	N/A		—			106,348
				—			389,773
				$	396,917		$	606,548

__________


(a)	The applicable interest rate at ~~June 30, 2018~~March 31, 2019 was based on the credit rating for our Senior Unsecured Notes of BBB/Baa2.


(b)	EURIBOR means Euro Interbank Offered Rate.


~~(c)~~	~~On March 7, 2018, we repaid and terminated our Unsecured Term Loans in full, as described above.~~


~~(d)~~	~~Balance excludes unamortized discount of $1.2 million and unamortized deferred financing costs of $0.2 million at December 31, 2017.~~

W. P. Carey 3/31/2019 10-Q– 35

Notes to Consolidated Financial Statements (Unaudited)

Senior Unsecured Notes

As set forth in the table below, we have euro and U.S. dollar-denominated senior unsecured notes outstanding with an aggregate principal balance outstanding of ~~$3.0~~$3.5 billion at ~~June 30, 2018. We refer to these notes collectively as the Senior~~March 31, 2019 (the “Senior Unsecured Notes. On March 6, 2018, we completed a public offering of €500.0 million of 2.125% Senior Notes, at a price of 99.324% of par value, issued by our wholly owned subsidiary, WPC Eurobond B.V., which are guaranteed by us. These 2.125% Senior Notes have a nine-year term and are scheduled to mature on April 15, 2027.Notes”).

Interest on the Senior Unsecured Notes is payable annually in arrears for our euro-denominated senior notes and semi-annually for U.S. dollar-denominated senior notes. The Senior Unsecured Notes can be redeemed at par within three months of their respective maturities, or we can call the notes at any time for the principal, accrued interest, and a make-whole amount based upon the applicable government bond yield plus 30 to 35 basis points. The following table presents a summary of our Senior Unsecured Notes outstanding at ~~June 30, 2018~~March 31, 2019 (currency in millions):

Original Issue Discount Effective Interest Rate Principal Outstanding Balance at
Senior Unsecured Notes, net ^(a)
Issue Date Principal Amount Price of Par Value Coupon Rate Maturity Date June 30, 2018 December 31, 2017
2.0% Senior Notes 1/21/2015 € 500.0
99.220 % $ 4.6
2.107 % 2.0 % 1/20/2023 $ 582.9
$ 599.7
4.6% Senior Notes 3/14/2014 $ 500.0
99.639 % $ 1.8
4.645 % 4.6 % 4/1/2024 500.0
500.0
2.25% Senior Notes 1/19/2017 € 500.0
99.448 % $ 2.9
2.332 % 2.25 % 7/19/2024 582.9
599.7
4.0% Senior Notes 1/26/2015 $ 450.0
99.372 % $ 2.8
4.077 % 4.0 % 2/1/2025 450.0
450.0
4.25% Senior Notes 9/12/2016 $ 350.0
99.682 % $ 1.1
4.290 % 4.25 % 10/1/2026 350.0
350.0
2.125% Senior Notes 3/6/2018 € 500.0
99.324 % $ 4.2
2.208 % 2.125 % 4/15/2027 582.9
—
$ 3,048.7
$ 2,499.4



						Original Issue Discount		Effective Interest Rate					Principal Outstanding Balance at
Senior Unsecured Notes, net ^(a)	Issue Date	Principal Amount		Price of Par Value		Original Issue Discount		Effective Interest Rate		Coupon Rate		Maturity Date	March 31, 2019		December 31, 2018
2.0% Senior Notes due 2023	1/21/2015	€	500.0	99.220	%	$	4.6	2.107	%	2.0	%	1/20/2023	$	561.7	$	572.5
4.6% Senior Notes due 2024	3/14/2014	$	500.0	99.639	%	$	1.8	4.645	%	4.6	%	4/1/2024	500.0		500.0
2.25% Senior Notes due 2024	1/19/2017	€	500.0	99.448	%	$	2.9	2.332	%	2.25	%	7/19/2024	561.7		572.5
4.0% Senior Notes due 2025	1/26/2015	$	450.0	99.372	%	$	2.8	4.077	%	4.0	%	2/1/2025	450.0		450.0
2.250% Senior Notes due 2026	10/9/2018	€	500.0	99.252	%	$	4.3	2.361	%	2.250	%	4/9/2026	561.7		572.5
4.25% Senior Notes due 2026	9/12/2016	$	350.0	99.682	%	$	1.1	4.290	%	4.25	%	10/1/2026	350.0		350.0
2.125% Senior Notes due 2027	3/6/2018	€	500.0	99.324	%	$	4.2	2.208	%	2.125	%	4/15/2027	561.7		572.5
													$	3,546.8	$	3,590.0

__________


(a)	Aggregate balance excludes unamortized deferred financing costs totaling ~~$17.4~~$18.6 million and ~~$14.7~~$19.7 million, and unamortized discount totaling ~~$12.8~~$14.9 million and ~~$9.9~~$15.8 million, at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.



	~~W. P. Carey 6/30/2018 10-Q~~– 34

~~Notes to Consolidated Financial Statements (Unaudited)~~

Proceeds from the issuances of each of these notes were used primarily to partially pay down the amounts then outstanding under the senior unsecured credit facility that we had in place at that time and/or to repay certain non-recourse mortgage loans. In connection with the offering of the 2.125% Senior Notes in March 2018, we incurred financing costs totaling $4.3 million during the six months ended June 30, 2018, which are included in Senior Unsecured Notes, net in the consolidated financial statements and are being amortized to Interest expense over the term of the 2.125% Senior Notes.

Covenants

The Credit Agreement and each of the Senior Unsecured Notes include customary financial maintenance covenants that require us to maintain certain ratios and benchmarks at the end of each quarter. The Credit Agreement also contains various customary affirmative and negative covenants applicable to us and our subsidiaries, subject to materiality and other qualifications, baskets, and exceptions as outlined in the Credit Agreement. We were in compliance with all of these covenants at ~~June 30, 2018.~~March 31, 2019.

We may make unlimited Restricted Payments (as defined in the Credit Agreement), as long as no non-payment default or financial covenant default has occurred before, or would on a pro forma basis occur as a result of, the Restricted Payment. In addition, we may make Restricted Payments in an amount required to (i) maintain our REIT status and (ii) as a result of that status, not pay federal or state income or excise tax, as long as the loans under the Credit Agreement have not been accelerated and no bankruptcy or event of default has occurred.

Obligations under the Unsecured Revolving Credit Facility may be declared immediately due and payable upon the occurrence of certain events of default as defined in the Credit Agreement, including failure to pay any principal when due and payable, failure to pay interest within five business days after becoming due, failure to comply with any covenant, representation or condition of any loan document, any change of control, cross-defaults, and certain other events as set forth in the Credit Agreement, with grace periods in some cases.

Non-Recourse Mortgages

At ~~June 30, 2018,~~March 31, 2019, our non-recourse mortgage notes payable bore interest at fixed annual rates ranging from ~~2.0%~~1.9% to ~~7.8%~~9.4% and variable contractual annual rates ranging from ~~3.3%~~1.3% to ~~6.9%~~8.5%, with maturity dates ranging from ~~July 2018~~August 2019 to ~~June 2027.~~September 2031.

During the three months ended March 31, 2019, we assumed a non-recourse mortgage loan with an outstanding principal balance of $20.2 million in connection with the acquisition of a property (Note 4). This mortgage loan has a fixed annual interest rate of 4.7% and a maturity date of July 6, 2024.

W. P. Carey 3/31/2019 10-Q– 36

Notes to Consolidated Financial Statements (Unaudited)

A non-recourse mortgage loan encumbering six vacant properties that were acquired in the CPA:17 Merger, with an outstanding principal balance of approximately $57.2 million, was in default as of both March 31, 2019 and December 31, 2018. The former tenant at the properties declared bankruptcy in 2018 and vacated the properties prior to the CPA:17 Merger. This loan currently bears interest at 4.4%, with a default interest rate of 5.0%, and is collateralized by the six properties, which we wholly-own. As of March 31, 2019, the carrying value of the properties totaled $42.9 million and the carrying value of the mortgage loan was approximately $41.9 million.

Repayments During the ~~Six~~Three Months Ended ~~June 30, 2018~~March 31, 2019

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we (i) prepaid non-recourse mortgage loans totaling ~~$164.9~~$199.6 million ~~including $12.5 million encumbering properties that were disposed~~and (ii) repaid non-recourse mortgage loans at maturity with an aggregate principal balance of ~~during the six months ended June 30, 2018.~~approximately $18.8 million. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 5.0%. Amounts are based on the exchange rate of the related foreign currency as of the date of repayment, as applicable. ~~In addition,~~We primarily used proceeds from issuances of common stock under our ATM Program (Note 12) during the ~~six~~three months ended ~~June 30,~~March 31, 2019 to fund these prepayments. See Note 16, Subsequent Events for mortgage loan prepayments subsequent to March 31, 2019 and through the date of this Report.

Repayments During the Three Months Ended March 31, 2018

During the three months ended March 31, 2018, we ~~repaid a~~(i) prepaid non-recourse mortgage ~~loan~~loans totaling $164.9 million, including $12.5 million encumbering properties that were disposed of during the three months ended March 31, 2018, and (ii) repaid non-recourse mortgage loans at maturity with aan aggregate principal balance of approximately $9.5 million. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 2.5%.

~~Repayments During the Six Months Ended June 30, 2017~~

In January 2017, we repaid two international non-recourse mortgage loans at maturity with an aggregate principal balance of approximately $243.8 million encumbering a German investment (comprised of certain properties leased to Hellweg Die Profi-Baumärkte GmbH & Co. KG), which is jointly owned with our affiliate, CPA:17 – Global. In connection with this repayment, CPA:17 – Global contributed $90.3 million, which was accounted for as a contribution from a noncontrolling interest. Amounts are based on the exchange rate of the euro as of the date of repayment. The weighted-average interest rate for these mortgage loans on the date of repayment was 5.4%. During the six months ended June 30, 2017, we repaid additional non-recourse mortgage loans at maturity with an aggregate principal balance of approximately $16.8 million.

~~During the six months ended June 30, 2017, we prepaid non-recourse mortgage loans totaling $100.6 million, including $18.5 million encumbering a property that was sold in January 2017.~~ Amounts are based on the exchange rate of the related foreign currency as of the date of repayment, as applicable. ~~The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of prepayment was 5.3%.~~



	~~W. P. Carey 6/30/2018 10-Q~~– 35

~~Notes to Consolidated Financial Statements (Unaudited)~~

Foreign Currency Exchange Rate Impact

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, the U.S. dollar strengthened against the euro, resulting in an aggregate decrease of ~~$55.8~~$56.3 million in the aggregate carrying values of our Non-recourse mortgages, net, Senior Unsecured Credit Facility, and Senior Unsecured Notes, net from December 31, ~~2017~~2018 to ~~June 30, 2018.~~March 31, 2019.

Scheduled Debt Principal Payments

Scheduled debt principal payments ~~during the remainder~~as of ~~2018, each of the next four calendar years following December~~March 31, ~~2018, and thereafter through 2027~~2019 are as follows (in thousands):


Years Ending December 31,	Total ^(a)			Total ^(a)
2018 (remainder)	$	54,925
2019	94,524
2019 (remainder)				$	82,410
2020	221,023			585,697
2021	556,381			676,791
2022	240,755			586,005
Thereafter through 2027	3,266,523
2023				922,665
Thereafter through 2031				3,325,412
Total principal payments	4,434,131			6,178,980
Unamortized discount, net ^(b)				(35,913		)
Unamortized deferred financing costs	(18,430		)	(19,579		)
Unamortized discount, net ^(b)	(14,643		)
Total	$	4,401,058		$	6,123,488

__________


(a)	Certain amounts are based on the applicable foreign currency exchange rate at ~~June 30, 2018.~~March 31, 2019.

(b)

Represents the unamortized discount, ~~on the Senior Unsecured Notes~~net, of ~~$12.8 million in aggregate and unamortized discount of $1.9~~$21.0 million in aggregate primarily resulting from the assumption of property-level debt in connection with business combinations, ~~completed~~including the CPA:17 Merger (Note 3), and the unamortized discount on the Senior Unsecured Notes of $14.9 million in ~~prior years.~~aggregate.

W. P. Carey 3/31/2019 10-Q– 37

Notes to Consolidated Financial Statements (Unaudited)

Note 11. Commitments and Contingencies

At ~~June 30, 2018,~~March 31, 2019, we were not involved in any material litigation. Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our consolidated financial position or results of operations.

~~Note 12. Restructuring and Other Compensation~~

~~Expenses Recorded During 2017~~

~~In June 2017, our Board approved a plan to exit all non-traded retail fundraising activities carried out by our wholly-owned broker-dealer subsidiary, Carey Financial, as of June 30, 2017 (Note 1~~). As a result, we incurred non-recurring charges to exit our fundraising activities, consisting primarily of severance costs. During the six months ended June 30, 2017, we recorded $7.1 million of severance and benefits and $0.6 million of other related costs, which are all included in Restructuring and other compensation in the consolidated financial statements.



	~~W. P. Carey 6/30/2018 10-Q~~– 36

~~Notes to Consolidated Financial Statements (Unaudited)~~

Note ~~13.~~12. Stock-Based Compensation and Equity

Stock-Based Compensation

We maintain several stock-based compensation plans, which are more fully described in the ~~2017~~2018 Annual Report. There have been no significant changes to the terms and conditions of any of our stock-based compensation plans or arrangements during the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2019. During the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ we recorded stock-based compensation expense of ~~$11.9~~$4.2 million and ~~$10.0~~$8.2 million, respectively. Approximately $4.2 million of the stock-based compensation expense recorded during the ~~six~~three months ended ~~June 30,~~March 31, 2018 was attributable to the modification of restricted share units ~~or RSUs,~~(“RSUs”) and performance share units ~~or PSUs,~~(“PSUs”) in connection with the retirement of our former chief executive ~~officer.~~officer in February 2018.

Restricted and Conditional Awards

Nonvested restricted share awards ~~or RSAs,~~(“RSAs”), RSUs, and PSUs at ~~June 30, 2018~~March 31, 2019 and changes during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 were as follows:


	RSA and RSU Awards				PSU Awards				RSA and RSU Awards				PSU Awards
	Shares		Weighted-Average Grant Date Fair Value		Shares		Weighted-Average Grant Date Fair Value		Shares		Weighted-Average Grant Date Fair Value		Shares		Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2018	324,339		$	61.43	281,299		$	74.57
Nonvested at January 1, 2019									277,002		$	62.41	331,216		$	78.82
Granted ^(a)	123,812		64.37		75,864		75.81		132,743		69.86		84,006		92.16
Vested ^(b)	(168,699	)	61.90		(66,632	)	76.96		(133,469	)	61.14		(403,701	)	74.04
Forfeited	(2,916	)	61.71		(3,098	)	76.49		(1,834	)	64.72		—		—
Adjustment ^(c)	—		—		35,499		75.36		—		—		301,426		77.95
Nonvested at June 30, 2018 ^(d)	276,536		$	62.46	322,932		$	78.69
Nonvested at March 31, 2019 ^(d)									274,442		$	66.62	312,947		$	80.96

__________

(a)

The grant date fair value of RSAs and RSUs reflect our stock price on the date of grant on a one-for-one basis. The grant date fair value of PSUs was determined utilizing (i) a Monte Carlo simulation model to generate an estimate of our future stock price over the three-year performance period and (ii) future financial performance projections. To estimate the fair value of PSUs granted during the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we used a risk-free interest rate of ~~2.2%~~2.5%, an expected volatility rate of ~~17.2%~~15.8%, and assumed a dividend yield of zero.

(b)

The grant date fair value of shares vested during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 was ~~$15.6~~$38.1 million. Employees have the option to take immediate delivery of the shares upon vesting or defer receipt to a future date pursuant to previously made deferral elections. At ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, we had an obligation to issue ~~871,306~~893,713 and ~~1,140,632~~867,871 shares, respectively, of our common stock underlying such deferred awards, which is recorded within Total stockholders’ equity as a Deferred compensation obligation of ~~$36.0~~$37.3 million and ~~$46.7~~$35.8 million, respectively.

(c)

Vesting and payment of the PSUs is conditioned upon certain company and/or 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. As a result, we recorded adjustments at ~~June 30, 2018~~March 31, 2019 to reflect the number of shares expected to be issued when the PSUs vest.


(d)	At ~~June 30, 2018,~~March 31, 2019, total unrecognized compensation expense related to these awards was approximately ~~$22.5~~$33.0 million, with an aggregate weighted-average remaining term of ~~2.0~~2.3 years.

W. P. Carey 3/31/2019 10-Q– 38



	~~W. P. Carey 6/30/2018 10-Q~~– 37

Notes to Consolidated Financial Statements (Unaudited)

Earnings Per Share

Under current authoritative guidance for determining earnings per share, all nonvested share-based payment awards that contain non-forfeitable rights to ~~distributions~~dividends are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Certain of our nonvested RSUs ~~and RSAs~~ contain rights to receive non-forfeitable ~~distribution~~dividend equivalents or ~~distributions,~~dividends, respectively, and therefore we apply the two-class method of computing earnings per share. The calculation of earnings per share below excludes the income attributable to the nonvested participating RSUs ~~and RSAs~~ from the numerator and such nonvested shares in the denominator. The following table summarizes basic and diluted earnings (in thousands, except share amounts):


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Net income attributable to W. P. Carey	$	75,681		$	64,318		$	140,955		$	121,802		$	68,494		$	65,274
Net income attributable to nonvested participating RSUs and RSAs	(97		)	(204		)	(180		)	(386		)
Net income attributable to nonvested participating RSUs													(19		)	(85		)
Net income — basic and diluted	$	75,584		$	64,114		$	140,775		$	121,416		$	68,475		$	65,189

Weighted-average shares outstanding — basic	108,059,394			107,668,218			108,058,671			107,615,644			167,234,121			108,057,940
Effect of dilutive securities	175,540			114,986			184,392			185,674			200,619			153,996
Weighted-average shares outstanding — diluted	108,234,934			107,783,204			108,243,063			107,801,318			167,434,740			108,211,936

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ there were no potentially dilutive securities excluded from the computation of diluted earnings per share.

~~At-The-Market Equity Offering~~ATM Program

On ~~March 1, 2017,~~February 27, 2019, we filed a prospectus supplement with the SEC pursuant to which we may offer and sell shares of our common stock from time to time, up to an aggregate gross sales price of ~~$400.0~~$500.0 million, through ~~a continuous “at-the-market,” or~~an ATM ~~offering program~~Program with a consortium of banks acting as sales agents. On that date, we also terminated a prior ATM Program that was established on March 1, 2017. During ~~both~~ the three ~~and six~~ months ended ~~June 30,~~March 31, 2019, we issued 4,053,623 shares of our common stock under our current and former ATM Programs at a weighted-average price of $76.17 per share for net proceeds of $303.8 million. Proceeds from issuances of common stock under our ATM Program during the three months ended March 31, 2019 were used primarily to prepay certain non-recourse mortgage loans (Note 10) and to fund acquisitions.

During the three months ended March 31, 2018, we did not issue any shares of our common stock under our prior ATM program. During both the three and six months ended June 30, 2017, we issued 329,753 shares of our common stock under our ATM program at a weighted-average price of $67.82 per share for net proceeds of $21.9 million.Program. As of ~~June 30, 2018, $376.6~~March 31, 2019, $248.8 million remained available for issuance under our current ATM ~~program.~~Program. See Note 16, Subsequent Events for issuances under our ATM Program subsequent to March 31, 2019 and through the date of this Report.

~~Noncontrolling Interests~~

~~Acquisition of Noncontrolling Interest~~

On May 24, 2017, we acquired the remaining 25% interest in an international jointly owned investment (which we already consolidated) from the noncontrolling interest holders for €2, bringing our ownership interest to 100%. No gain or loss was recognized on the transaction. We recorded an adjustment of approximately $1.8 million to Additional paid-in capital in our consolidated statement of equity for the six months ended June 30, 2017 related to the difference between the consideration transferred and the carrying value of the noncontrolling interest related to this investment. The property owned by the investment was sold on May 26, 2017 and we recognized a gain on sale of less than $0.1 million.

~~Redeemable Noncontrolling Interest~~

We account for the noncontrolling interest in our subsidiary, W. P. Carey International, LLC, or WPCI, held by a third party as a redeemable noncontrolling interest, because, pursuant to a put option held by the third party, we had an obligation to redeem the interest at fair value, subject to certain conditions. This obligation was required to be settled in shares of our common stock. On October 1, 2013, we received a notice from the holder of the noncontrolling interest in WPCI regarding the exercise of the put option, pursuant to which we were required to purchase the third party’s 7.7% interest in WPCI. Pursuant to the terms of the related put agreement, the value of that interest was determined based on a third-party valuation as of October 31, 2013, which is the end of the month that the put option was exercised. In March 2016, we issued 217,011 shares of our common stock to the

W. P. Carey 3/31/2019 10-Q– 39



	~~W. P. Carey 6/30/2018 10-Q~~– 38

Notes to Consolidated Financial Statements (Unaudited)

holder of the redeemable noncontrolling interest, which had a value of $13.4 million at the date of issuance, pursuant to a formula set forth in the put agreement. Through the date of this Report, the third party has not formally transferred his interests in WPCI to us pursuant to the put agreement because of a dispute regarding any amounts that may still be owed to him.

~~The carrying value of our redeemable noncontrolling interest was $1.0 million as of June 30, 2018, unchanged from December 31, 2017.~~

Reclassifications Out of Accumulated Other Comprehensive Loss

The following tables present a reconciliation of changes in Accumulated other comprehensive loss by component for the periods presented (in thousands):


	Three Months Ended June 30, 2018												Three Months Ended March 31, 2019
	Gains and (Losses) on Derivative Instruments			Foreign Currency Translation Adjustments			Gains and (Losses) on Investments			Total			Gains and (Losses) on Derivative Instruments			Foreign Currency Translation Adjustments			Gains and (Losses) on Investments			Total
Beginning balance	$	783		$	(230,288	)	$	267		$	(229,238	)	$	14,102		$	(269,091	)	$	(7	)	$	(254,996	)
Other comprehensive loss before reclassifications	15,822			(39,815		)	(58		)	(24,051		)
Other comprehensive income before reclassifications													5,404			(173		)	537			5,768
Amounts reclassified from accumulated other comprehensive loss to:
Other gains and (losses)	(1,789		)	—			—			(1,789		)	(3,522		)	—			—			(3,522		)
Interest expense	40			—			—			40			67			—			—			67
Total	(1,749		)	—			—			(1,749		)	(3,455		)	—			—			(3,455		)
Net current period other comprehensive loss	14,073			(39,815		)	(58		)	(25,800		)
Net current period other comprehensive loss attributable to noncontrolling interests	2			7,634			—			7,636
Net current period other comprehensive income													1,949			(173		)	537			2,313
Ending balance	$	14,858		$	(262,469	)	$	209		$	(247,402	)	$	16,051		$	(269,264	)	$	530		$	(252,683	)

Three Months Ended June 30, 2017
Gains and (Losses) on Derivative Instruments Foreign Currency Translation Adjustments Gains and (Losses) on Investments Total
Beginning balance $ 41,259
$ (287,150 ) $ (343 ) $ (246,234 )
Other comprehensive income before reclassifications (14,115 ) 27,957
(73 ) 13,769
Amounts reclassified from accumulated other comprehensive loss to:
Other gains and (losses) (2,856 ) —
—
(2,856 )
Interest expense 340
—
—
340
Total (2,516 ) —
—
(2,516 )
Net current period other comprehensive income (16,631 ) 27,957
(73 ) 11,253
Net current period other comprehensive gain attributable to noncontrolling interests 8
(8,675 ) —
(8,667 )
Ending balance $ 24,636
$ (267,868 ) $ (416 ) $ (243,648 )



	Three Months Ended March 31, 2018
	Gains and (Losses) on Derivative Instruments			Foreign Currency Translation Adjustments			Gains and (Losses) on Investments			Total
Beginning balance	$	9,172		$	(245,022	)	$	(161	)	$	(236,011	)
Other comprehensive income before reclassifications	(7,014		)	18,516			428			11,930
Amounts reclassified from accumulated other comprehensive loss to:
Other gains and (losses)	(1,589		)	—			—			(1,589		)
Interest expense	211			—			—			211
Total	(1,378		)	—			—			(1,378		)
Net current period other comprehensive income	(8,392		)	18,516			428			10,552
Net current period other comprehensive gain attributable to noncontrolling interests	3			(3,782		)	—			(3,779		)
Ending balance	$	783		$	(230,288	)	$	267		$	(229,238	)



	~~W. P. Carey 6/30/2018 10-Q~~– 39

~~Notes to Consolidated Financial Statements (Unaudited)~~

Six Months Ended June 30, 2018
Gains and (Losses) on Derivative Instruments Foreign Currency Translation Adjustments Gains and (Losses) on Investments Total
Beginning balance $ 9,172
$ (245,022 ) $ (161 ) $ (236,011 )
Other comprehensive loss before reclassifications 8,808
(21,299 ) 370
(12,121 )
Amounts reclassified from accumulated other comprehensive loss to:
Other gains and (losses) (3,378 ) —
—
(3,378 )
Interest expense 251
—
—
251
Total (3,127 ) —
—
(3,127 )
Net current period other comprehensive loss 5,681
(21,299 ) 370
(15,248 )
Net current period other comprehensive loss attributable to noncontrolling interests 5
3,852
—
3,857
Ending balance $ 14,858
$ (262,469 ) $ 209
$ (247,402 )

Six Months Ended June 30, 2017
Gains and (Losses) on Derivative Instruments Foreign Currency Translation Adjustments Gains and (Losses) on Investments Total
Beginning balance $ 46,935
$ (301,330 ) $ (90 ) $ (254,485 )
Other comprehensive income before reclassifications (16,741 ) 42,707
(326 ) 25,640
Amounts reclassified from accumulated other comprehensive loss to:
Other gains and (losses) (6,301 ) —
—
(6,301 )
Interest expense 738
—
—
738
Total (5,563 ) —
—
(5,563 )
Net current period other comprehensive income (22,304 ) 42,707
(326 ) 20,077
Net current period other comprehensive gain attributable to noncontrolling interests 5
(9,245 ) —
(9,240 )
Ending balance $ 24,636
$ (267,868 ) $ (416 ) $ (243,648 )

See Note 9 for additional information on our derivatives activity recognized within Other comprehensive ~~(loss)~~ income for the periods presented.

~~Distributions~~Dividends Declared

During the ~~second~~first quarter of ~~2018,~~2019, our Board declared a quarterly ~~distribution~~dividend of ~~$1.020~~$1.032 per share, which was paid on ~~July 16, 2018~~April 15, 2019 to stockholders of record ~~on June~~as of March 29, ~~2018.~~2019.

~~During the six months ended June 30, 2018, we declared distributions totaling $2.035 per share.~~

W. P. Carey 3/31/2019 10-Q– 40

Notes to Consolidated Financial Statements (Unaudited)

Note ~~14.~~13. Income Taxes

We elected to be treated as a REIT and believe that we have been organized and have operated in such a manner to maintain our qualification as a REIT for federal and state income tax purposes. As a REIT, we are generally not subject to corporate level federal income taxes on earnings distributed to our stockholders. Since inception, we have distributed at least 100% of our taxable income annually and intend to do so for the tax year ending December 31, ~~2018.~~2019. Accordingly, we have not included any provisions for federal income taxes related to the REIT in the accompanying consolidated financial statements for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 and ~~2017.~~2018.

Certain of our subsidiaries have elected TRS status. A TRS may provide certain services considered impermissible for REITs and may hold assets that REITs may not hold directly. We also own real property in jurisdictions outside the United States



	~~W. P. Carey 6/30/2018 10-Q~~– 40

~~Notes to Consolidated Financial Statements (Unaudited)~~

through foreign subsidiaries and are subject to income taxes on our pre-tax income earned from properties in such countries. The accompanying consolidated financial statements include an interim tax provision for our TRSs and foreign subsidiaries, as necessary, for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 and ~~2017.~~2018. Current income tax ~~expense~~benefit (expense) was ~~$3.2~~$0.3 million and ~~$3.8~~$(6.2) million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $9.4 million and $8.1 million~~respectively. Benefit from income taxes for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 included a current tax benefit of approximately $6.3 million due to a change in tax position for state and ~~2017, respectively.~~local taxes.

Our TRSs and foreign subsidiaries are subject to U.S. federal, state, and foreign income taxes. As such, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if we believe that it is more likely than not that we will not realize the tax benefit of deferred tax assets based on available evidence at the time the determination is made. A change in circumstances may cause us to change our judgment about whether the tax benefit of a deferred tax asset will more likely than not be realized. We generally report any change in the valuation allowance through our income statement in the period in which such changes in circumstances occur. The majority of our deferred tax assets relate to the timing difference between the financial reporting basis and tax basis for stock-based compensation expense. The majority of our deferred tax liabilities relate to differences between the tax basis and financial reporting basis of the assets acquired in acquisitions in which the tax basis of such assets was not stepped up to fair value for income tax purposes. ~~Provision for~~Benefit from income taxes included deferred income tax ~~(expense) benefits~~benefit of ~~$(3.0)~~$1.8 million and ~~$1.4~~$12.2 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $9.1 million and $6.9 million for the six months ended June 30, 2018 and 2017,~~ respectively. Benefit from income taxes for the ~~six~~three months ended ~~June 30,~~March 31, 2018 included a deferred tax benefit of approximately $6.2 million as a result of the release of a deferred tax liability relating to a property holding company that was no longer required due to a change in tax ~~classification relating to a property holding company.~~classification.

Note ~~15.~~14. Property Dispositions

We have an active capital recycling program, with a goal of extending the average lease term through reinvestment, improving portfolio credit quality through dispositions and acquisitions of assets, increasing the asset criticality factor in our portfolio, and/or executing strategic dispositions of assets. We may make a decision to dispose of a property when it is vacant as a result of tenants vacating space, tenants electing not to renew their leases, tenant insolvency, or lease rejection in the bankruptcy process. In such cases, we assess whether we can obtain the highest value from the property by selling it, as opposed to re-leasing it. We may also sell a property when we receive an unsolicited offer or negotiate a price for an investment that is consistent with our strategy for that investment. When it is appropriate to do so, we classify the property as an asset held for sale on our consolidated balance sheet. All property dispositions are recorded within our ~~Owned~~ Real Estate segment.

2019 — During the three months ended March 31, 2019, we sold one property for proceeds of $4.9 million, net of selling costs, and recognized a net gain on the sale of $0.9 million.

2018 — During the three ~~and six~~ months ended ~~June 30,~~March 31, 2018, we sold ~~two and seven~~five properties ~~respectively,~~ for total proceeds of ~~$42.0~~$35.7 million, ~~and $77.7 million, respectively,~~ net of selling costs, and recognized a net gain on these sales totaling ~~$5.6~~$6.7 million ~~and $12.3 million, respectively. Disposition activity included the sale~~(inclusive of ~~one of our two hotel operating properties in April 2018 (Note 4~~). In addition, in June 2018, we completed a nonmonetary transaction, in which we disposed of 23 properties in exchange for the acquisition of one property leased to the same tenant. This swap was recorded based on the fair value of the property acquired of $85.5 million, which resulted in a net gain of $6.3 million, and was a non-cash investing activity (~~Note 4~~).

~~2017 —~~ During the three and six months ended June 30, 2017, we sold five properties, and six properties and a parcel of vacant land for total proceeds of $19.6 million and $43.8 million, respectively, net of selling costs, and recognized a net gain on these sales of $3.5 million and $3.5 million, respectively. In addition, in January 2017, we transferred ownership of two international properties and the related non-recourse mortgage loan, which had an aggregate asset carrying value of $31.3 million and an outstanding balance of $28.1 million (net of $3.8 million of cash held in escrow that was retained by the mortgage lender), respectively, on the dates of transfer, to the mortgage lender, resulting in a net loss ofincome taxes totaling less than $0.1 ~~million.~~million recognized upon sale).

W. P. Carey 3/31/2019 10-Q– 41



	~~W. P. Carey 6/30/2018 10-Q~~– 41

Notes to Consolidated Financial Statements (Unaudited)

Note ~~16.~~15. Segment Reporting

We evaluate our results from operations through our two major business segments: ~~Owned~~ Real Estate and Investment Management. The following tables present a summary of comparative results and assets for these business segments (in thousands):

~~Owned~~ Real Estate


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Revenues
Lease revenues	$	162,634		$	158,255		$	325,847		$	314,036		$	262,939		$	169,432
Reimbursable tenant costs	5,733			5,322			11,952			10,543
Operating property revenues ^(a)	4,865			8,223			12,083			15,203			15,996			7,218
Lease termination income and other	680			2,247			1,622			3,007			3,270			942
	173,912			174,047			351,504			342,789			282,205			177,592

Operating Expenses
Depreciation and amortization	63,374			61,989			128,294			123,511			111,413			64,920
General and administrative	10,599			7,803			22,664			16,077			15,188			12,065
Reimbursable tenant costs													13,171			6,219
Operating property expenses													10,594			5,670
Property expenses, excluding reimbursable tenant costs	8,908			10,530			18,807			20,640			9,912			4,229
Reimbursable tenant costs	5,733			5,322			11,952			10,543
Stock-based compensation expense													2,800			4,306
Merger and other expenses	2,692			1,000			2,655			1,073			146			(37		)
Stock-based compensation expense	1,990			899			6,296			2,853
Impairment charges	—			—			4,790			—			—			4,790
	93,296			87,543			195,458			174,697			163,224			102,162
Other Income and Expenses
Interest expense	(41,311		)	(42,235		)	(79,385		)	(84,192		)	(61,313		)	(38,074		)
Equity in earnings of equity method investments in real estate	3,529			3,721			6,887			5,793
Other gains and (losses)	9,630			(1,371		)	6,743			(1,331		)	970			(2,887		)
Gain on sale of real estate, net													933			6,732
Equity in (losses) earnings of equity method investments in real estate													(78		)	3,358
	(28,152		)	(39,885		)	(65,755		)	(79,730		)	(59,488		)	(30,871		)
Income before income taxes and gain on sale of real estate	52,464			46,619			90,291			88,362
Income before income taxes													59,493			44,559
(Provision for) benefit from income taxes	(1,317		)	(3,731		)	2,216			(5,185		)	(6,159		)	3,533
Income before gain on sale of real estate	51,147			42,888			92,507			83,177
Gain on sale of real estate, net of tax	11,912			3,465			18,644			3,475
Net Income from Owned Real Estate	63,059			46,353			111,151			86,652
Net income attributable to noncontrolling interests	(3,743		)	(2,813		)	(6,535		)	(5,154		)
Net Income from Owned Real Estate Attributable to W. P. Carey	$	59,316		$	43,540		$	104,616		$	81,498
Net Income from Real Estate													53,334			48,092
Net loss (income) attributable to noncontrolling interests													74			(2,792		)
Net Income from Real Estate Attributable to W. P. Carey													$	53,408		$	45,300

__________

(a)

Operating property revenues ~~are comprised of~~from our hotels include (i) ~~$0.9 million and $4.4~~$3.9 million for the three months ended ~~June 30,~~March 31, 2018 ~~and 2017, respectively, and $4.8 million and $8.2 million for the six months ended June 30, 2018 and 2017, respectively,~~ generated from a hotel in Memphis, Tennessee, ~~and~~which was sold in April 2018, (ii) ~~$4.0~~$3.4 million and ~~$3.8~~$3.3 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and $7.2 million and $7.0 million for the six months ended June 30, 2018 and 2017,~~ respectively, generated from a hotel in Bloomington, ~~Minnesota. The~~Minnesota, and (iii) $2.9 million for the three months ended March 31, 2019, generated from a hotel in ~~Memphis, Tennessee,~~Miami, Florida, which was ~~sold~~acquired in ~~April 2018~~the CPA:17 Merger (Note 153).

W. P. Carey 3/31/2019 10-Q– 42



	~~W. P. Carey 6/30/2018 10-Q~~– 42

Notes to Consolidated Financial Statements (Unaudited)

Investment Management


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended March 31,
	2018			2017		2018			2017		2019			2018
Revenues
Asset management revenue	$	17,268		$	17,966	$	34,253		$	35,333	$	9,732		$	16,985
Reimbursable costs from affiliates	5,537			13,479		10,841			39,179		3,868			5,304
Structuring revenue	4,426			14,330		6,165			18,164
Dealer manager fees	—			1,000		—			4,325
Other advisory revenue	—			706		190			797
Structuring and other advisory revenue											2,518			1,929
	27,231			47,481		51,449			97,798		16,118			24,218
Operating Expenses
General and administrative	5,843			9,726		12,361			19,876		6,097			6,518
Reimbursable costs from affiliates	5,537			13,479		10,841			39,179		3,868			5,304
Subadvisor fees	1,855			3,672		3,887			6,392		2,202			2,032
Stock-based compensation expense	1,708			2,205		5,621			7,161		1,365			3,913
Depreciation and amortization	963			860		2,000			1,768		966			1,037
Restructuring and other compensation	—			7,718		—			7,718
Dealer manager fees and expenses	—			2,788		—			6,082
	15,906			40,448		34,710			88,176		14,498			18,804
Other Income and Expenses
Equity in earnings of equity method investments in the Managed Programs	9,029			12,007		20,996			25,709		5,569			11,967
Other gains and (losses)	956			455		1,080			931		(15		)	124
	9,985			12,462		22,076			26,640		5,554			12,091
Income before income taxes	21,310			19,495		38,815			36,262		7,174			17,505
(Provision for) benefit from income taxes	(4,945		)	1,283		(2,476		)	4,042
Benefit from income taxes											8,288			2,469
Net Income from Investment Management											15,462			19,974
Net income attributable to noncontrolling interests											(376		)	—
Net Income from Investment Management Attributable to W. P. Carey	$	16,365		$	20,778	$	36,339		$	40,304	$	15,086		$	19,974

Total Company


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Revenues	$	201,143		$	221,528		$	402,953		$	440,587		$	298,323		$	201,810
Operating expenses	109,202			127,991			230,168			262,873			177,722			120,966
Other income and (expenses)	(18,167		)	(27,423		)	(43,679		)	(53,090		)	(53,934		)	(18,780		)
Provision for income taxes	(6,262		)	(2,448		)	(260		)	(1,143		)
Gain on sale of real estate, net of tax	11,912			3,465			18,644			3,475
Benefit from income taxes													2,129			6,002
Net income attributable to noncontrolling interests	(3,743		)	(2,813		)	(6,535		)	(5,154		)	(302		)	(2,792		)
Net income attributable to W. P. Carey	$	75,681		$	64,318		$	140,955		$	121,802		$	68,494		$	65,274


	Total Assets at				Total Assets at
	June 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
Owned Real Estate	$	7,902,056	$	7,885,751
Real Estate					$	13,899,667	$	13,941,963
Investment Management	364,644		345,651		256,235		241,076
Total Company	$	8,266,700	$	8,231,402	$	14,155,902	$	14,183,039

W. P. Carey 3/31/2019 10-Q– 43



	~~W. P. Carey 6/30/2018 10-Q~~– 43

Notes to Consolidated Financial Statements (Unaudited)

Note ~~17.~~16. Subsequent Events

~~Acquisitions~~Issuances Under our ATM Program

~~In July 2018,~~Since March 31, 2019 and through the date of this Report, we ~~completed three investments for~~issued 760,169 shares of our common stock under our ATM Program at a ~~total purchase~~weighted-average price of ~~approximately $209.5 million. We acquired a 36-property retail portfolio in the Netherlands~~$78.27 per share for ~~an aggregate purchase price~~net proceeds of approximately $177.7 million with a weighted-average lease term of 15 years. We also acquired a company headquarters/warehouse in Oostburg, Wisconsin, for $9.1 million with a lease term of 20 years. In addition, we acquired an office/warehouse facility in Kampen, the Netherlands, for approximately $22.7 million with a lease term of 17 years. Dollar amounts are based on the exchange rate$59 million. As of the euro on the dates of acquisition, as applicable. It is not practicable to disclose the preliminary purchase price allocation for these transactions given the short period of time between the acquisition dates and the filingdate of this ~~Report.~~Report, approximately $189.3 million remained available for issuance under our ATM Program (Note 12).

Mortgage Loan ~~Repayments~~Prepayments

~~In July 2018,~~Since March 31, 2019 and through the date of this Report, we ~~repaid two~~prepaid non-recourse mortgage loans with an aggregate principal balance of approximately ~~$10.4~~$185.0 million and a weighted-average interest rate of ~~6.8%~~5.0%, primarily using proceeds from issuances of common stock under our ATM Program (Note 12).

W. P. Carey 3/31/2019 10-Q– 44



	~~W. P. Carey 6/30/2018 10-Q~~– 44

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding our financial statements and the reasons for changes in certain key components of our financial statements from period to period. This item also provides our perspective on our financial position and liquidity, as well as certain other factors that may affect our future results. The discussion also breaks down the financial results of our business by segment to provide a better understanding of how these segments and their results affect our financial condition and results of operations. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the ~~2017~~2018 Annual Report and subsequent reports filed under the Securities Exchange Act of 1934.

Business Overview

As described in more detail in Item 1 of the ~~2017~~2018 Annual Report, we ~~invest primarily in~~are a diversified net lease REIT with a portfolio of operationally-critical, ~~single-tenant~~ commercial real estate that includes 1,168 net lease properties covering approximately 133.5 million square feet and 48 operating properties as of March 31, 2019. We invest in high-quality single tenant industrial, warehouse, office, and retail properties subject to long-term leases with built-in rent escalators. Our portfolio is located primarily in ~~North America~~the United States and Northern and Western Europe, and ~~as of June 30, 2018, manage an investment portfolio of 1,370 properties, including 878 net-leased properties (comprising 86.6 million square feet leased to 208 tenants)~~we believe it is well-diversified by tenant, property type, geographic location, and one hotel, which is classified as an operating property, in our owned real estate portfolio. As of that date, the weighted-average lease term of our net-lease portfolio was 10.0 years and the occupancy rate was 99.6%. Our business operates in two segments: Owned Real Estate and Investment Management.tenant industry.

~~In June 2017,~~We also earn fees and other income by managing the portfolios of the Managed Programs through our ~~Board approved a plan to exit non-traded retail fundraising activities carried out by our wholly-owned broker-dealer subsidiary, Carey Financial, effective as of June 30, 2017.~~investment management business. We no longer raise capital for new or existing funds, but currently expect to continue ~~to manage all~~managing our existing Managed Programs through the end of their respective ~~natural~~ life cycles (Note 1).

~~Significant Development~~

~~Proposed Merger with CPA:17 – Global~~

On June 17, 2018, we, CPA:17 – Global, and certain of our subsidiaries entered into the Merger Agreement, pursuant to which CPA:17 – Global will merge with and into one of our subsidiaries in exchange for shares of our common stock (~~Note 3~~). Under the terms of the Merger Agreement, a special committee of the Board of Directors of CPA:17 – Global, consisting of all the independent directors of CPA:17 – Global, was allowed to solicit, receive, evaluate, and enter into negotiations with respect to alternative proposals from third parties for a 30-day period following the execution of the Merger Agreement. This “go-shop” period expired on July 18, 2018, with no qualifying proposals or offers being received. On July 27, 2018, we filed a registration statement on Form S-4 with the SEC to register the shares of our common stock to be issued to stockholders of CPA:17 – Global in connection with the Proposed Merger; upon effectiveness of this registration statement, which is currently under review by the SEC, we and CPA:17 – Global intend to mail the joint proxy statement/prospectus contained therein to our respective stockholders in connection with the Proposed Merger. The Proposed Merger and related transactions are subject to a number of closing conditions, including approvals by our stockholders and by the stockholders of CPA:17 – Global. If these approvals are obtained and the other closing conditions are met, we currently expect that the closing will occur at or around December 31, 2018, although there can be no assurance that the Proposed Merger will occur at such time or at all.

Financial Highlights

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we completed the following as(as further described in the consolidated financial ~~statements.~~statements):

~~Owned~~ Real Estate

Investments


•	We acquired ~~four~~five investments totaling ~~$357.3~~$184.5 million ~~including a property valued at $85.5 million that was acquired in exchange for 23 properties leased to the same tenant in a nonmonetary transaction~~ (Note 4).


•	We completed ~~four~~two construction projects at a cost totaling ~~$38.2 million, including capitalized interest.~~$53.0 million. Construction projects include build-to-suit ~~expansion,~~ and ~~renovation~~expansion projects (Note 4).


•	We committed to fund an aggregate of $20.0 million (based on the exchange rate of the euro at June 30, 2018) for an expansion project at a warehouse facility in Rotterdam, the Netherlands. We currently expect to complete the project in the third quarter of 2019 (~~Note 4~~).



	~~W. P. Carey 6/30/2018 10-Q~~– 45

~~Dispositions~~


•	As part of our active capital recycling program, we sold seven properties for total proceeds of $77.7 million, net of selling costs, including the sale of one of our two hotel operating properties in April 2018 (~~Note 15~~).


•	We completed a nonmonetary transaction, in which we disposed of 23 properties in exchange for the acquisition of one property leased to the same tenant, as described above. This swap was recorded based on the fair value of the property acquired of $85.5 million (~~Note 15~~).

Financing and Capital Markets Transactions

•

~~On March 6, 2018, we completed a public offering~~We issued 4,053,623 shares of ~~€500.0 million of 2.125% Senior Notes,~~our common stock under our ATM Program at a weighted-average price of ~~99.324%~~$76.17 per share for net proceeds of ~~par value, issued by~~$303.8 million (Note 12). Proceeds from issuances of common stock under our ~~wholly owned subsidiary, WPC Eurobond B.V., which are guaranteed by us. These 2.125% Senior Notes have a nine-year term~~ATM Program during the three months ended March 31, 2019 were used primarily to prepay certain non-recourse mortgage loans (as described below and ~~are scheduled to mature on April 15, 2027 (~~in Note 10).

•

~~On March 7, 2018, we repaid~~ and ~~terminated our Unsecured Term Loans in full for €325.0 million (equivalent~~ to $403.6 million), using a portion of the proceeds from the issuance of the 2.125% Senior Notes. The aggregate principal amount (of revolving and term loans) available under the Credit Agreement may be increased up to an amount not to exceed the U.S. dollar equivalent of $2.35 billion (fund acquisitions. See Note 1016). for a discussion of activity under our ATM Program since March 31, 2019.

•

We reduced our mortgage debt outstanding by prepaying or repaying at maturity a total of ~~$174.4~~$218.4 million of non-recourse mortgage loans with a weighted-average interest rate of 5.0% (Note 10). As a result of paying off certain non-recourse mortgage loans since June 30, 2017, the weighted-average interest rate of our debt decreased from 3.7% during the six months ended June 30, 2017 to 3.5% during the six months ended June 30, 2018 (See Note 1016). for a discussion of mortgage loan prepayments since March 31, 2019.

Investment Management

As of ~~June 30, 2018,~~March 31, 2019, we managed ~~CPA:17 – Global,~~total assets of approximately $7.6 billion on behalf of CPA:18 – Global, CWI 1, CWI 2, and ~~CESH I, at which date these Managed Programs had total assets under management~~CESH. Upon completion of ~~approximately $13.4 billion.~~

~~Investment Transactions~~

~~We structured four new investments on behalf of~~the CPA:1817 Merger (Note 3), we ceased earning advisory fees and other income previously earned when we served as advisor to CPA:17 – Global. During the three months ended March 31, 2018, such fees and other income from CPA:17 – Global ~~totaling $123.2 million (comprised of international student housing development projects), from which we earned $5.5 million in structuring revenue.~~

~~Since we have exited non-traded retail fundraising activities (Note 1) and the funds we raised for the Managed Programs in their public offerings are all substantially invested, we~~totaled $15.8 million. We expect to structure fewer investments on behalf of the Managed Programs going ~~forward.~~forward because the Managed Programs are fully invested, we no longer raise capital for new or existing funds, and in light of the completion of the CPA:17 Merger.

~~We also arranged mortgage financing totaling $220.3 million for the Managed Programs, from which we earned $0.7 million in structuring revenue.~~

W. P. Carey 3/31/2019 10-Q– 45

~~Distributions~~Dividends to Stockholders

WeIn March 2019, we declared a cash ~~distributions totaling $2.035~~dividend of $1.032 per ~~share, comprised of two quarterly dividends per share of $1.015 and $1.020.~~



	~~W. P. Carey 6/30/2018 10-Q~~– 46

share.

Consolidated Results

(in thousands, except shares)

Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
Revenues from Owned Real Estate $ 173,912
$ 174,047
$ 351,504
$ 342,789
Reimbursable tenant costs 5,733
5,322
11,952
10,543
Revenues from Owned Real Estate (excluding reimbursable tenant costs) 168,179
168,725
339,552
332,246

Revenues from Investment Management 27,231
47,481
51,449
97,798
Reimbursable costs from affiliates 5,537
13,479
10,841
39,179
Revenues from Investment Management (excluding reimbursable costs from affiliates) 21,694
34,002
40,608
58,619

Total revenues 201,143
221,528
402,953
440,587
Total reimbursable costs 11,270
18,801
22,793
49,722
Total revenues (excluding reimbursable costs) 189,873
202,727
380,160
390,865

Net income from Owned Real Estate attributable to W. P. Carey 59,316
43,540
104,616
81,498
Net income from Investment Management attributable to W. P. Carey 16,365
20,778
36,339
40,304
Net income attributable to W. P. Carey 75,681

64,318

140,955

121,802

Distributions paid 109,785
107,366
219,192
214,117

Net cash provided by operating activities ^(a)
228,914
247,757
Net cash (used in) provided by investing activities ^(a)
(211,447 ) 179,445
Net cash used in financing activities ^(a)
(58,333 ) (417,924 )

Supplemental financial measures ^(b):

Adjusted funds from operations attributable to W. P. Carey (AFFO) — Owned Real Estate 116,462
117,422
231,396
229,192
Adjusted funds from operations attributable to W. P. Carey (AFFO) — Investment Management 26,137
31,015
49,573
53,483
Adjusted funds from operations attributable to W. P. Carey (AFFO) 142,599

148,437

280,969

282,675

Diluted weighted-average shares outstanding 108,234,934
107,783,204
108,243,063
107,801,318



	Three Months Ended March 31,
	2019			2018
Revenues from Real Estate	$	282,205		$	177,592
Revenues from Investment Management	16,118			24,218
Total revenues	298,323			201,810

Net income from Real Estate attributable to W. P. Carey	53,408			45,300
Net income from Investment Management attributable to W. P. Carey	15,086			19,974
Net income attributable to W. P. Carey	68,494			65,274

Dividends declared	176,219			109,950

Net cash provided by operating activities	142,846			102,946
Net cash used in investing activities	(154,163		)	(40,145		)
Net cash used in financing activities	(104,717		)	(60,167		)

Supplemental financial measures ^(a):
Adjusted funds from operations attributable to W. P. Carey (AFFO) — Real Estate	188,322			114,934
Adjusted funds from operations attributable to W. P. Carey (AFFO) — Investment Management	13,445			23,436
Adjusted funds from operations attributable to W. P. Carey (AFFO)	201,767			138,370

Diluted weighted-average shares outstanding ^(b)	167,434,740			108,211,936

__________

(a)

On January 1, 2018, we adopted ASU 2016-15 and ASU 2016-18, which revised how certain items are presented in the consolidated statements of cash flows. As a result of adopting this guidance, we retrospectively revised Net cash provided by operating activities, Net cash (used in) provided by investing activities, and Net cash used in financing activities within our consolidated statements of cash flows for the six months ended June 30, 2017, as described in ~~Note 2~~.


~~(b)~~	We consider AFFO, a supplemental measure that is not defined by GAAP ~~referred to as a non-GAAP measure,~~(a “non-GAAP measure”), to be an important measure in the evaluation of our operating performance. See Supplemental Financial Measures below for our definition of this non-GAAP measure and a reconciliation to its most directly comparable GAAP measure.



(b)	~~W. P. Carey 6/30/~~Amount for the three months ended March 31, 2019 reflects the dilutive impact of the 53,849,087 shares of our common stock issued to stockholders of CPA:17 – Global in connection with the CPA:17 Merger on October 31, 2018 ~~10-Q~~(Note 3– 47).

Revenues and Net Income Attributable to W. P. Carey

Total revenues ~~decreased~~increased significantly for the three months ended ~~June 30, 2018~~March 31, 2019 as compared to the same period in ~~2017,~~2018, due to ~~decreases~~increases within ~~both~~ our ~~Investment Management and Owned~~ Real Estate segments. Investment Management revenue decreased primarily due to a decrease in structuring revenue resulting from lower investment volume for the Managed Programs during the current year period since they are all substantially invested. Reimbursable costs from affiliates and dealer manager fees also decreased due to our exit from non-traded retail fundraising activities in June 2017 (~~Note 1~~). Owned Real Estate revenue decreased primarily due to lower operating property revenues as a result of the sale of one of our two hotel operating properties in April 2018. Lease revenues increased, primarily as a result of the strengthening of foreign currencies (primarily the euro) in relation to the U.S. dollar between the periods.

~~Total revenues decreased for the six months ended June 30, 2018 as compared to the same period in 2017, due to~~segment, partially offset by decreases within our Investment Management ~~segment, partially offset by increases within our Owned Real Estate~~ segment. Investment Management revenue decreased primarily due to a decrease in structuring revenue resulting from the lower investment volume for the Managed Programs during the current year period, as discussed above. Reimbursable costs from affiliates and dealer manager fees also decreased due to our exit from non-traded retail fundraising activities in June 2017 (~~Note 1). Owned~~ Real Estate revenue increased due to an increase in lease revenues and operating property revenues, primarily ~~as a result~~from the properties we acquired in the CPA:17 Merger on October 31, 2018 (Note 3) and other property acquisition activity, partially offset by the impact of ~~the strengthening of foreign currencies (primarily the euro) in relation~~property dispositions. Investment Management revenue decreased primarily due to the ~~U.S. dollar between~~cessation of asset management revenue earned from CPA:17 – Global after the ~~periods. Operating property revenues decreased as a result of the sale of one of our two hotel operating properties in April 2018.~~CPA:17 Merger on October 31, 2018 (Note 3).

Net income attributable to W. P. Carey increased for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 as compared to the same ~~periods~~period in ~~2017,~~2018, due to increases within our Real Estate segment, partially offset by decreases within our Investment Management segment. Net income from Real Estate attributable to W. P. Carey increased primarily due to acquisitions and properties acquired in the CPA:17 Merger (Note 3). The increase in revenues from such properties was partially offset by corresponding increases in depreciation and amortization, interest expense, and property expenses. Net income from Investment Management attributable to W. P. Carey decreased primarily due to the cessation of Investment Management revenues and distributions previously earned from CPA:17 – Global (Note 3), partially offset by a ~~higher aggregate gain on sale of real estate~~one-time tax benefit recognized during the current year ~~periods~~period (Note 1513).

W. P. Carey 3/31/2019 10-Q– 46

Net Cash Provided by Operating Activities

Net cash provided by operating activities ~~decreased~~increased for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 as compared to the same period in ~~2017,~~2018, primarily due to ~~a decrease~~an increase in ~~structuring revenue received~~cash flow generated from properties acquired during 2018 and 2019, including properties acquired in the ~~Managed Programs as a result of their lower investment volume during the current year period and~~CPA:17 Merger, partially offset by a decrease in cash flow as a result of property dispositions during ~~2017~~2018 and ~~2018. These decreases were partially offset by a decrease in interest expense,~~2019, as well as an increase in ~~cash flow generated from properties acquired during 2017~~interest expense, primarily due to the assumption of non-recourse mortgage loans in the CPA:17 Merger and the issuance of euro-denominated senior notes in March and October 2018.

AFFO

AFFO ~~decreased~~increased for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 as compared to the same ~~periods~~period in ~~2017,~~2018, primarily due to ~~lower structuring~~higher lease revenues, ~~and lower earnings from our equity interests in the Managed Programs,~~ partially offset by higher ~~lease revenues.~~interest expense and lower Investment Management revenues and cash distributions as a result of the CPA:17 Merger.



	~~W. P. Carey 6/30/2018 10-Q~~– 48

Portfolio Overview

~~We intend to continue to acquire a diversified~~Our portfolio is comprised of ~~income-producing~~operationally-critical, commercial real estate ~~properties and other real estate-related assets. We expect~~assets net leased to ~~make these investments~~tenants located primarily in ~~North America~~the United States and Northern and Western Europe. We invest in high-quality single tenant industrial, warehouse, office, and retail properties subject to long-term leases with built-in rent escalators. Portfolio information is provided on a pro rata basis, unless otherwise noted below, to better illustrate the economic impact of our various net-leased jointly owned investments. See Terms and Definitions below for a description of pro rata amounts.

Portfolio Summary


	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Number of net-leased properties	878			887			1,168			1,163
Number of operating properties ^(a)	1			2			48			48
Number of tenants (net-leased properties)	208			210			310			304
Total square footage (net-leased properties, in thousands)	86,643			84,899			133,518			130,956
Occupancy (net-leased properties)	99.6		%	99.8		%	98.2		%	98.3		%
Weighted-average lease term (net-leased properties, in years)	10.0			9.6			10.2			10.2
Number of countries	18			17			25			25
Total assets (consolidated basis, in thousands)	$	8,266,700		$	8,231,402
Net investments in real estate (consolidated basis, in thousands)	6,772,315			6,703,715
Total assets (in thousands)							$	14,155,902		$	14,183,039
Net investments in real estate (in thousands)							12,017,506			11,928,854

Six Months Ended June 30,
2018 2017
Financing obtained (in millions) ^{(b) (c)}
$ 620.6
$ 633.4
Acquisition volume (in millions) ^{(c) (d)}
357.3
6.0
Construction projects completed (in millions) ^{(c) (e)}
38.2
58.7
Average U.S. dollar/euro exchange rate 1.2108
1.0821
Average U.S. dollar/British pound sterling exchange rate 1.3764
1.2582
Change in the U.S. CPI ^(f)
2.2 % 1.5 %
Change in the Germany CPI ^(f)
0.6 % 0.2 %
Change in the United Kingdom CPI ^(f)
0.9 % 1.4 %
Change in the Spain CPI ^(f)
1.2 % 0.0 %



	Three Months Ended March 31,
	2019			2018
Acquisition volume (in millions)	$	184.5		$	85.2
Construction projects completed (in millions)	53.0			21.1
Average U.S. dollar/euro exchange rate	1.1356			1.2294
Average U.S. dollar/British pound sterling exchange rate	1.3013			1.3917
Change in the U.S. CPI ^(b)	1.2		%	1.2		%
Change in the Germany CPI ^(b)	0.0		%	0.1		%
Change in the Poland CPI ^(b)	0.5		%	0.0		%
Change in the Spain CPI ^(b)	(0.7		)%	(0.8		)%
Change in the Netherlands CPI ^(b)	1.3		%	0.5		%

__________

W. P. Carey 3/31/2019 10-Q– 47

(a)

At ~~June 30, 2018~~both March 31, 2019 and December 31, ~~2017,~~2018, operating properties consisted of ~~one and two hotel~~46 self-storage properties, ~~respectively,~~ with an average occupancy of ~~74.3%~~86.4% as of March 31, 2019, and two hotel properties, with an average occupancy of 79.2% for the ~~six~~three months ended ~~June 30, 2018. We sold one of the hotels in April 2018.~~March 31, 2019.

(b)

Amount for the six months ended June 30, 2018 includes the issuance of €500.0 million of 2.125% Senior Notes in March 2018. Amount for the six months ended June 30, 2017 includes the issuance of €500.0 million of 2.25% Senior Notes in January 2017 and the amendment and restatement of our Senior Unsecured Credit Facility in February 2017, which increased our borrowing capacity by approximately $100.0 million (~~Note 10). Dollar amounts are based on the exchange rate of the euro on the dates of activity, as applicable.~~


~~(c)~~	~~Amounts are the same on both a consolidated and pro rata basis.~~

~~(d)~~

~~Amount for the six months ended June 30, 2018 includes a property valued at $85.5 million that was acquired in exchange for 23 properties leased to the same tenant in a nonmonetary transaction (Note 4~~). Amount for the six months ended June 30, 2017 excludes a commitment for $3.6 million of building improvements in connection with an acquisition. This construction project was completed in June 2018 (~~Note 4~~).


~~(e)~~	~~Amount for the six months ended June 30, 2017 includes projects that were partially completed in 2016.~~


~~(f)~~	Many of our lease agreements include contractual increases indexed to changes in the U.S. ~~Consumer Price Index, or~~ CPI or similar indices in the jurisdictions in which the properties are located.



	~~W. P. Carey 6/30/2018 10-Q~~– 49

Net-Leased Portfolio

The tables below represent information about our net-leased portfolio at ~~June 30, 2018~~March 31, 2019 on a pro rata basis and, accordingly, exclude all operating properties. See Terms and Definitions below for a description of pro rata amounts and ABR.

Top Ten Tenants by ABR

(dollars in thousands)


Tenant/Lease Guarantor	Property Type	Tenant Industry	Location	Number of Properties	ABR		ABR Percent		Weighted-Average Lease Term (Years)	Description	Number of Properties	ABR		ABR Percent		Weighted-Average Lease Term (Years)
U-Haul Moving Partners Inc. and Mercury Partners, LP										Net lease self-storage properties in the U.S.	78	$	36,008	3.3	%	5.1
Hellweg Die Profi-Baumärkte GmbH & Co. KG ^(a)	Retail	Retail Stores	Germany	53	$	35,640	5.1	%	18.7	Do-it-yourself retail properties in Germany	44	34,726		3.2	%	17.9
U-Haul Moving Partners Inc. and Mercury Partners, LP	Self Storage	Cargo Transportation, Consumer Services	United States	78	31,853		4.6	%	5.8
State of Andalucia ^(a)	Office	Sovereign and Public Finance	Spain	70	28,802		4.2	%	16.5	Government office properties in Spain	70	28,395		2.6	%	15.7
The New York Times Company ^(b)										Media headquarters in New York City	1	27,656		2.6	%	5.0
Metro Cash & Carry Italia S.p.A. ^(a)										Business-to-business wholesale stores in Italy and Germany	20	27,118		2.5	%	8.0
Pendragon PLC ^(a)	Retail	Retail Stores, Consumer Services	United Kingdom	70	21,673		3.1	%	11.8	Automotive dealerships in the United Kingdom	70	22,130		2.0	%	11.1
Marriott Corporation	Hotel	Hotel, Gaming and Leisure	United States	18	20,065		2.9	%	5.4	Net lease hotel properties in the U.S.	18	20,065		1.9	%	4.6
Forterra, Inc. ^{(a) (b)}	Industrial	Construction and Building	United States and Canada	27	18,016		2.6	%	25.0
OBI Group ^(a)	Office, Retail	Retail Stores	Poland	18	16,289		2.3	%	5.9
True Value Company	Warehouse	Retail Stores	United States	7	15,993		2.3	%	4.5
Nord Anglia Education, Inc.	Education Facility	Consumer Services	United States	3	15,521		2.2	%	23.5	K-12 private schools in the U.S.	3	18,419		1.7	%	24.4
UTI Holdings, Inc.	Education Facility	Consumer Services	United States	5	14,484		2.1	%	3.7
Advance Auto Parts, Inc.										Distribution facilities in the U.S.	30	18,345		1.7	%	13.8
Forterra, Inc. ^{(a) (c)}										Industrial properties in the U.S. and Canada	27	18,009		1.7	%	24.2
Total				349	$	218,336	31.4	%	12.5		361	$	250,871	23.2	%	12.3

__________


(a)	ABR amounts are subject to fluctuations in foreign currency exchange rates.


(b)	As of March 31, 2019, the tenant exercised its option to repurchase the property it is leasing in the fourth quarter of 2019. There can be no assurance that such repurchase will be completed (Note 5).


(c)	Of the 27 properties leased to Forterra, Inc., 25 are located in the United States and two are located in Canada.

W. P. Carey 3/31/2019 10-Q– 48



	~~W. P. Carey 6/30/2018 10-Q~~– 50

Portfolio Diversification by Geography

(in thousands, except percentages)


Region	ABR		ABR Percent		Square Footage ^(a)	Square Footage Percent		ABR		ABR Percent		Square Footage ^(a)	Square Footage Percent
United States
South
Texas	$	57,378	8.3	%	7,702	8.9	%	$	94,750	8.8	%	10,807	8.1	%
Florida	29,943		4.3	%	2,598	3.0	%	43,171		4.0	%	3,796	2.9	%
Georgia	21,388		3.1	%	3,210	3.7	%	29,078		2.7	%	4,024	3.0	%
Tennessee	13,198		1.9	%	1,985	2.3	%	16,103		1.5	%	2,445	1.8	%
Alabama	10,042		1.5	%	1,920	2.2	%	13,878		1.3	%	2,259	1.7	%
Other ^(b)	5,843		0.8	%	1,096	1.3	%	12,295		1.1	%	2,257	1.7	%
Total South	137,792		19.9	%	18,511	21.4	%	209,275		19.4	%	25,588	19.2	%

East
New York								34,604		3.2	%	1,770	1.3	%
North Carolina	19,043		2.8	%	4,517	5.2	%	30,609		2.8	%	6,695	5.0	%
Massachusetts								20,896		1.9	%	1,397	1.0	%
New Jersey	19,004		2.7	%	1,097	1.3	%	19,149		1.8	%	1,100	0.8	%
New York	18,524		2.7	%	1,178	1.4	%
Pennsylvania	18,080		2.6	%	2,525	2.9	%	15,812		1.5	%	2,578	1.9	%
Massachusetts	15,551		2.2	%	1,390	1.6	%
South Carolina								15,060		1.4	%	4,158	3.1	%
Virginia	7,655		1.1	%	1,025	1.2	%	13,250		1.2	%	1,430	1.1	%
Connecticut	6,969		1.0	%	1,135	1.3	%
Kentucky								10,890		1.0	%	3,063	2.3	%
Other ^(b)	18,183		2.6	%	3,782	4.4	%	22,290		2.1	%	3,531	2.7	%
Total East	123,009		17.7	%	16,649	19.3	%	182,560		16.9	%	25,722	19.2	%

Midwest
Illinois								47,767		4.4	%	5,605	4.2	%
Minnesota								25,495		2.4	%	2,451	1.8	%
Indiana								17,662		1.6	%	2,827	2.1	%
Ohio								13,814		1.3	%	3,036	2.3	%
Wisconsin								13,383		1.2	%	3,125	2.3	%
Michigan								13,117		1.2	%	2,073	1.6	%
Other ^(b)								26,176		2.4	%	4,703	3.5	%
Total Midwest								157,414		14.5	%	23,820	17.8	%
West
California	41,686		6.0	%	3,187	3.7	%	56,471		5.2	%	4,679	3.5	%
Arizona	27,045		3.9	%	3,049	3.5	%	36,801		3.4	%	3,652	2.7	%
Colorado	9,983		1.5	%	864	1.0	%	11,190		1.0	%	1,008	0.8	%
Other ^(b)	27,034		3.9	%	3,225	3.7	%	40,613		3.8	%	4,095	3.1	%
Total West	105,748		15.3	%	10,325	11.9	%	145,075		13.4	%	13,434	10.1	%

Midwest
Illinois	21,123		3.0	%	3,111	3.6	%
Michigan	12,263		1.8	%	1,456	1.7	%
Indiana	9,708		1.4	%	1,493	1.7	%
Wisconsin	9,036		1.3	%	1,585	1.8	%
Minnesota	8,909		1.3	%	904	1.0	%
Ohio	8,285		1.2	%	1,776	2.0	%
Other ^(b)	19,763		2.8	%	3,525	4.1	%
Total Midwest	89,087		12.8	%	13,850	15.9	%
United States Total	455,636		65.7	%	59,335	68.5	%	694,324		64.2	%	88,564	66.3	%

International
Germany	57,697		8.3	%	5,930	6.8	%	63,690		5.9	%	6,922	5.2	%
Poland								49,644		4.6	%	7,021	5.2	%
Spain								48,948		4.5	%	4,226	3.2	%
The Netherlands								46,817		4.3	%	6,306	4.7	%
United Kingdom	33,547		4.8	%	2,324	2.7	%	39,412		3.6	%	2,924	2.2	%
Spain	30,510		4.4	%	2,927	3.4	%
Poland	19,057		2.8	%	2,344	2.7	%
The Netherlands	15,340		2.2	%	2,233	2.6	%
Italy								25,512		2.4	%	2,386	1.8	%
France	14,508		2.1	%	1,266	1.4	%	15,731		1.5	%	1,429	1.1	%
Denmark	12,335		1.8	%	1,987	2.3	%	12,087		1.1	%	1,987	1.5	%
Australia	12,081		1.7	%	3,272	3.8	%
Canada								11,342		1.0	%	1,817	1.4	%
Finland	11,658		1.7	%	949	1.1	%	11,263		1.0	%	949	0.7	%
Canada	11,072		1.6	%	1,817	2.1	%
Croatia								10,846		1.0	%	1,857	1.4	%
Other ^(c)	20,041		2.9	%	2,259	2.6	%	52,306		4.9	%	7,130	5.3	%
International Total	237,846		34.3	%	27,308	31.5	%	387,598		35.8	%	44,954	33.7	%

Total	$	693,482	100.0	%	86,643	100.0	%	$	1,081,922	100.0	%	133,518	100.0	%

W. P. Carey 3/31/2019 10-Q– 49



	~~W. P. Carey 6/30/2018 10-Q~~– 51

Portfolio Diversification by Property Type

(in thousands, except percentages)


Property Type	ABR		ABR Percent		Square Footage ^(a)	Square Footage Percent		ABR		ABR Percent		Square Footage ^(a)	Square Footage Percent
Office								$	278,776	25.8	%	17,529	13.1	%
Industrial	$	198,510	28.6	%	37,236	43.0	%	251,434		23.2	%	44,763	33.5	%
Office	168,264		24.3	%	11,065	12.8	%
Warehouse								226,731		20.9	%	43,043	32.2	%
Retail ^(d)	112,974		16.3	%	9,906	11.4	%	190,065		17.6	%	18,623	14.0	%
Warehouse	111,027		16.0	%	20,458	23.6	%
Self Storage (net lease)	31,853		4.6	%	3,535	4.1	%
Other^(e)	70,854		10.2	%	4,443	5.1	%	134,916		12.5	%	9,560	7.2	%
Total	$	693,482	100.0	%	86,643	100.0	%	$	1,081,922	100.0	%	133,518	100.0	%

__________


(a)	Includes square footage for any vacant properties.

(b)

Other properties within South include assets in Louisiana, Arkansas, ~~Mississippi,~~Oklahoma, and ~~Oklahoma.~~Mississippi. Other properties within East include assets in ~~Kentucky, South Carolina,~~ Maryland, Connecticut, West Virginia, New Hampshire, and ~~West Virginia. Other properties within West include assets in Utah, Washington, Nevada, Oregon, New Mexico, Wyoming, Alaska, and Montana.~~Maine. Other properties within Midwest include assets in Missouri, Kansas, Nebraska, Iowa, South Dakota, and North Dakota. Other properties within West include assets in Utah, Nevada, Oregon, Washington, New Mexico, Wyoming, Montana, and Alaska.


(c)	Includes assets in Lithuania, Norway, Hungary, Mexico, Austria, ~~Mexico,~~Portugal, Japan, the Czech Republic, Slovakia, Latvia, Sweden, Belgium, and ~~Japan.~~Estonia.


(d)	Includes automotive dealerships.


(e)	Includes ABR from tenants within the following property types: education facility, self storage (net lease), hotel ~~theater,~~(net lease), fitness facility, laboratory, theater, and ~~net-lease~~ student ~~housing.~~housing (net lease).

W. P. Carey 3/31/2019 10-Q– 50



	~~W. P. Carey 6/30/2018 10-Q~~– 52

Portfolio Diversification by Tenant Industry

(in thousands, except percentages)


Industry Type	ABR		ABR Percent		Square Footage	Square Footage Percent		ABR		ABR Percent		Square Footage	Square Footage Percent
Retail Stores ^(a)	$	124,396	17.9	%	15,687	18.1	%	$	226,596	20.9	%	29,944	22.4	%
Consumer Services	73,537		10.6	%	5,703	6.6	%	91,775		8.5	%	6,686	5.0	%
Automotive	55,515		8.0	%	8,900	10.3	%	68,643		6.4	%	11,750	8.8	%
Cargo Transportation								58,082		5.4	%	9,297	7.0	%
Business Services								57,273		5.3	%	5,075	3.8	%
Grocery								51,395		4.8	%	6,695	5.0	%
Healthcare and Pharmaceuticals								48,967		4.5	%	3,923	2.9	%
Hotel, Gaming, and Leisure								44,716		4.1	%	2,550	1.9	%
Media: Advertising, Printing, and Publishing								42,947		4.0	%	2,292	1.7	%
Sovereign and Public Finance	41,949		6.0	%	3,364	3.9	%	41,330		3.8	%	3,364	2.5	%
Cargo Transportation	41,307		6.0	%	5,847	6.7	%
Construction and Building	38,380		5.5	%	7,464	8.6	%	41,127		3.8	%	7,673	5.7	%
Hotel, Gaming, and Leisure	35,368		5.1	%	2,254	2.6	%
Containers, Packaging, and Glass								35,894		3.3	%	6,527	4.9	%
Capital Equipment								35,779		3.3	%	5,881	4.4	%
Beverage, Food, and Tobacco	30,713		4.4	%	6,876	7.9	%	32,440		3.0	%	4,432	3.3	%
Healthcare and Pharmaceuticals	28,249		4.1	%	2,048	2.4	%
High Tech Industries	28,197		4.1	%	2,479	2.8	%	27,161		2.5	%	2,921	2.2	%
Containers, Packaging, and Glass	27,680		4.0	%	5,325	6.1	%
Media: Advertising, Printing, and Publishing	23,121		3.3	%	1,588	1.8	%
Capital Equipment	21,115		3.0	%	3,522	4.1	%
Business Services	14,187		2.0	%	1,723	2.0	%
Insurance								24,542		2.3	%	1,759	1.3	%
Banking								18,873		1.7	%	1,247	0.9	%
Telecommunications								18,698		1.7	%	1,736	1.3	%
Durable Consumer Goods	11,606		1.7	%	2,485	2.9	%	18,457		1.7	%	4,265	3.2	%
Grocery	11,505		1.7	%	1,228	1.4	%
Non-Durable Consumer Goods								16,860		1.6	%	4,731	3.6	%
Aerospace and Defense	10,769		1.6	%	1,115	1.3	%	13,342		1.2	%	1,279	1.0	%
Wholesale	9,798		1.4	%	1,625	1.9	%	12,747		1.2	%	2,005	1.5	%
Banking	9,726		1.4	%	702	0.8	%
Media: Broadcasting and Subscription								12,711		1.2	%	784	0.6	%
Chemicals, Plastics, and Rubber	9,485		1.4	%	1,108	1.3	%	11,909		1.1	%	1,403	1.1	%
Metals and Mining	9,023		1.3	%	1,341	1.5	%
Oil and Gas	8,189		1.2	%	333	0.4	%
Non-Durable Consumer Goods	8,156		1.2	%	1,883	2.2	%
Telecommunications	7,155		1.0	%	418	0.5	%
Other ^(b)	14,356		2.1	%	1,625	1.9	%	29,658		2.7	%	5,299	4.0	%
Total	$	693,482	100.0	%	86,643	100.0	%	$	1,081,922	100.0	%	133,518	100.0	%

__________


(a)	Includes automotive dealerships.


(b)	Includes ABR from tenants in the following industries: ~~insurance,~~metals and mining, oil and gas, environmental industries, electricity, ~~media: broadcasting and subscription,~~consumer transportation, forest products and paper, real estate, and ~~environmental industries.~~finance. Also includes square footage for vacant properties.

W. P. Carey 3/31/2019 10-Q– 51



	~~W. P. Carey 6/30/2018 10-Q~~– 53

Lease Expirations

(in thousands, except percentages and number of leases)


Year of Lease Expiration ^(a)	Number of Leases Expiring	ABR		ABR Percent		Square Footage	Square Footage Percent		Number of Leases Expiring	Number of Tenants with Leases Expiring	ABR		ABR Percent		Square Footage	Square Footage Percent
Remaining 2018	3	$	7,319	1.1	%	603	0.7	%
2019	17	25,362		3.7	%	1,996	2.3	%
Remaining 2019									16	13	$	14,515	1.3	%	1,029	0.8	%
2020	22	26,762		3.9	%	2,639	3.0	%	26	23	21,523		2.0	%	2,197	1.6	%
2021	76	37,962		5.5	%	5,086	5.9	%	80	23	37,571		3.5	%	4,833	3.6	%
2022	40	69,582		10.0	%	9,442	10.9	%	42	31	74,925		6.9	%	9,591	7.2	%
2023	21	41,773		6.0	%	5,860	6.7	%	30	28	49,340		4.6	%	6,351	4.7	%
2024 ^(b)	45	98,032		14.1	%	12,008	13.8	%	53	33	133,979		12.4	%	14,535	10.9	%
2025	41	30,993		4.5	%	3,439	4.0	%	58	26	55,402		5.1	%	7,129	5.3	%
2026	19	19,072		2.7	%	3,159	3.6	%	30	18	45,491		4.2	%	7,068	5.3	%
2027	25	41,713		6.0	%	5,957	6.9	%	46	28	71,987		6.7	%	8,494	6.4	%
2028	11	21,079		3.0	%	2,514	2.9	%	44	26	66,364		6.1	%	6,794	5.1	%
2029	11	20,127		2.9	%	2,656	3.1	%	28	16	32,903		3.0	%	4,187	3.1	%
2030	9	15,811		2.3	%	1,481	1.7	%	35	23	79,948		7.4	%	7,981	6.0	%
2031	54	33,580		4.8	%	2,832	3.3	%	63	13	60,032		5.5	%	6,362	4.8	%
Thereafter (>2031)	64	204,315		29.5	%	26,665	30.8	%
2032									39	17	48,320		4.5	%	7,493	5.6	%
Thereafter (>2032)									114	66	289,622		26.8	%	37,064	27.8	%
Vacant	—	—		—	%	306	0.4	%	—	—	—		—	%	2,410	1.8	%
Total	458	$	693,482	100.0	%	86,643	100.0	%	704		$	1,081,922	100.0	%	133,518	100.0	%

__________


(a)	Assumes tenants do not exercise any renewal options or purchase options.

(b)

Includes ABR of ~~$12.3~~$27.7 million from a tenant (The New York Times Company) that as of March 31, 2019 exercised its option ~~in January 2018~~ to repurchase the property it is leasing ~~from a jointly owned investment with our affiliate, CPA:17 – Global,~~ in ~~which we have a 45% equity interest and which is consolidated by CPA:17 – Global.~~the fourth quarter of 2019. There can be no assurance that such repurchase will be completed (Note 75).

Terms and Definitions

Pro Rata Metrics — The portfolio information above contains certain metrics prepared under the pro rata consolidation method. We refer to these metrics as pro rata metrics. We have a number of investments, usually with our affiliates, in which our economic ownership is less than 100%. Under the full consolidation method, we report 100% of the assets, liabilities, revenues, and expenses of those investments that are deemed to be under our control or for which we are deemed to be the primary beneficiary, even if our ownership is less than 100%. Also, for all other jointly owned investments, which we do not control, we report our net investment and our net income or loss from that investment. Under the pro rata consolidation method, we present our proportionate share, based on our economic ownership of these jointly owned investments, of the portfolio metrics of those investments. Multiplying each of our jointly owned investments’ financial statement line items by our percentage ownership and adding or subtracting those amounts from our totals, as applicable, may not accurately depict the legal and economic implications of holding an ownership interest of less than 100% in our jointly owned investments.

ABR — ABR represents contractual minimum annualized base rent for our net-leased properties, net of receivable reserves as determined by GAAP, and reflects exchange rates as of ~~June 30, 2018.~~March 31, 2019. If there is a rent abatement, we annualize the first monthly contractual base rent following the free rent period. ABR is not applicable to operating properties.

W. P. Carey 3/31/2019 10-Q– 52



	~~W. P. Carey 6/30/2018 10-Q~~– 54

Results of Operations

We operate in two reportable segments: ~~Owned~~ Real Estate and Investment Management. We evaluate our results of operations with a primary focus on increasing and enhancing the value, quality, and number of properties in our ~~Owned~~ Real Estate ~~segment, as well as assets owned by the Managed Programs, which are managed by us through our Investment Management~~ segment. We focus our efforts on accretive investing and improving ~~underperforming assets~~portfolio quality through re-leasing efforts, including negotiation of lease renewals, or selectively selling assets in order to increase value in our real estate portfolio. Through our Investment Management segment, we expect to continue to earn fees and other income from the management of the portfolios of the remaining Managed Programs until those programs reach the end of their respective life cycles.

~~Owned Real Estate~~

~~The following table presents the comparative results of our Owned Real Estate segment (in thousands):~~

Three Months Ended June 30, Six Months Ended June 30,
2018 2017 Change 2018 2017 Change
Revenues
Lease revenues $ 162,634
$ 158,255
$ 4,379
$ 325,847
$ 314,036
$ 11,811
Reimbursable tenant costs 5,733
5,322
411
11,952
10,543
1,409
Operating property revenues 4,865
8,223
(3,358 ) 12,083
15,203
(3,120 )
Lease termination income and other 680
2,247
(1,567 ) 1,622
3,007
(1,385 )
173,912
174,047
(135 ) 351,504
342,789
8,715
Operating Expenses
Depreciation and amortization:
Net-leased properties 62,625
60,602
2,023
126,146
120,731
5,415
Operating properties 425

1,066
(641 ) 1,499
2,135
(636 )
Corporate depreciation and amortization 324
321
3
649
645
4
63,374
61,989
1,385
128,294
123,511
4,783
Property expenses:
Reimbursable tenant costs 5,733
5,322
411
11,952
10,543
1,409
Net-leased properties 5,327
4,313
1,014
9,556
9,008
548
Operating property expenses 3,581
6,217
(2,636 ) 9,251
11,632
(2,381 )
14,641
15,852
(1,211 ) 30,759
31,183
(424 )
General and administrative 10,599
7,803
2,796
22,664
16,077
6,587
Merger and other expenses 2,692
1,000
1,692
2,655
1,073
1,582
Stock-based compensation expense 1,990
899
1,091
6,296
2,853
3,443
Impairment charges —
—
—
4,790
—
4,790
93,296
87,543
5,753
195,458
174,697
20,761
Other Income and Expenses
Interest expense (41,311 ) (42,235 ) 924
(79,385 ) (84,192 ) 4,807
Equity in earnings of equity method investments in real estate 3,529
3,721
(192 ) 6,887
5,793
1,094
Other gains and (losses) 9,630
(1,371 ) 11,001
6,743
(1,331 ) 8,074
(28,152 ) (39,885 ) 11,733
(65,755 ) (79,730 ) 13,975
Income before income taxes and gain on sale of real estate 52,464
46,619
5,845
90,291
88,362
1,929
(Provision for) benefit from income taxes (1,317 ) (3,731 ) 2,414
2,216
(5,185 ) 7,401
Income before gain on sale of real estate 51,147
42,888
8,259
92,507
83,177
9,330
Gain on sale of real estate, net of tax 11,912
3,465
8,447
18,644
3,475
15,169
Net Income from Owned Real Estate 63,059
46,353
16,706
111,151
86,652
24,499
Net income attributable to noncontrolling interests (3,743 ) (2,813 ) (930 ) (6,535 ) (5,154 ) (1,381 )
Net Income from Owned Real Estate Attributable to W. P. Carey $ 59,316
$ 43,540
$ 15,776
$ 104,616
$ 81,498
$ 23,118

W. P. Carey 3/31/2019 10-Q– 53



	~~W. P. Carey 6/30/2018 10-Q~~– 55

Real Estate — Property Level Contribution

The following table presents the Property level contribution for our consolidated net-leased and operating properties within our Real Estate segment, as well as a reconciliation to Net income from ~~Owned~~ Real Estate attributable to W. P. Carey (in thousands):


	Three Months Ended June 30,									Six Months Ended June 30,									Three Months Ended March 31,
	2018			2017			Change			2018			2017			Change			2019			2018			Change
Existing Net-Leased Properties
Lease revenues	$	158,097		$	153,138		$	4,959		$	317,709		$	303,614		$	14,095		$	160,202		$	159,363		$	839
Depreciation and amortization	(60,883		)	(58,479		)	(2,404		)	(122,901		)	(116,371		)	(6,530		)	(56,108		)	(59,255		)	3,147
Reimbursable tenant costs																			(6,120		)	(5,697		)	(423		)
Property expenses																			(4,400		)	(3,652		)	(748		)
Property level contribution																			93,574			90,759			2,815
Net-Leased Properties Acquired in the CPA:17 Merger
Lease revenues																			86,097			—			86,097
Depreciation and amortization																			(37,892		)	—			(37,892		)
Reimbursable tenant costs																			(6,677		)	—			(6,677		)
Property expenses	(5,032		)	(3,715		)	(1,317		)	(8,764		)	(7,425		)	(1,339		)	(4,700		)	—			(4,700		)
Property level contribution	92,182			90,944			1,238			186,044			179,818			6,226			36,828			—			36,828
Recently Acquired Net-Leased Properties
Lease revenues	3,206			4			3,202			4,170			4			4,166			16,632			291			16,341
Depreciation and amortization	(1,190		)	—			(1,190		)	(1,595		)	—			(1,595		)	(7,103		)	(121		)	(6,982		)
Reimbursable tenant costs																			(374		)	—			(374		)
Property expenses	(16		)	—			(16		)	(62		)	—			(62		)	(521		)	(44		)	(477		)
Property level contribution																			8,634			126			8,508
Existing Operating Property
Operating property revenues																			3,436			3,282			154
Depreciation and amortization																			(379		)	(427		)	48
Operating property expenses																			(2,997		)	(2,732		)	(265		)
Property level contribution																			60			123			(63		)
Operating Properties Acquired in the CPA:17 Merger
Operating property revenues																			12,560			—			12,560
Depreciation and amortization																			(9,618		)	—			(9,618		)
Operating property expenses																			(7,596		)	—			(7,596		)
Property level contribution	2,000			4			1,996			2,513			4			2,509			(4,654		)	—			(4,654		)
Properties Sold or Held for Sale
Lease revenues	1,331			5,113			(3,782		)	3,968			10,418			(6,450		)	8			9,778			(9,770		)
Operating revenues	906			4,441			(3,535		)	4,843			8,226			(3,383		)
Operating property revenues																			—			3,936			(3,936		)
Depreciation and amortization	(553		)	(2,762		)	2,209			(2,298		)	(5,636		)	3,338			—			(4,792		)	4,792
Reimbursable tenant costs																			—			(522		)	522
Property expenses	(1,016		)	(3,879		)	2,863			(4,406		)	(7,690		)	3,284			(291		)	(533		)	242
Property level contribution	668			2,913			(2,245		)	2,107			5,318			(3,211		)
Operating Property
Revenues	3,959			3,782			177			7,240			6,977			263
Depreciation and amortization	(424		)	(427		)	3			(851		)	(859		)	8
Property expenses	(2,844		)	(2,936		)	92			(5,575		)	(5,525		)	(50		)
Operating property expenses																			(1		)	(2,938		)	2,937
Property level contribution	691			419			272			814			593			221			(284		)	4,929			(5,213		)
Property Level Contribution	95,541			94,280			1,261			191,478			185,733			5,745			134,158			95,937			38,221
Add: Lease termination income and other	680			2,247			(1,567		)	1,622			3,007			(1,385		)	3,270			942			2,328
Less other expenses:
General and administrative	(10,599		)	(7,803		)	(2,796		)	(22,664		)	(16,077		)	(6,587		)	(15,188		)	(12,065		)	(3,123		)
Merger and other expenses	(2,692		)	(1,000		)	(1,692		)	(2,655		)	(1,073		)	(1,582		)
Stock-based compensation expense	(1,990		)	(899		)	(1,091		)	(6,296		)	(2,853		)	(3,443		)	(2,800		)	(4,306		)	1,506
Corporate depreciation and amortization	(324		)	(321		)	(3		)	(649		)	(645		)	(4		)	(313		)	(325		)	12
Merger and other expenses																			(146		)	37			(183		)
Impairment charges	—			—			—			(4,790		)	—			(4,790		)	—			(4,790		)	4,790
Other Income and Expenses
Interest expense	(41,311		)	(42,235		)	924			(79,385		)	(84,192		)	4,807			(61,313		)	(38,074		)	(23,239		)
Equity in earnings of equity method investments in real estate	3,529			3,721			(192		)	6,887			5,793			1,094
Other gains and (losses)	9,630			(1,371		)	11,001			6,743			(1,331		)	8,074			970			(2,887		)	3,857
Gain on sale of real estate, net																			933			6,732			(5,799		)
Equity in (losses) earnings of equity method investments in real estate																			(78		)	3,358			(3,436		)
	(28,152		)	(39,885		)	11,733			(65,755		)	(79,730		)	13,975			(59,488		)	(30,871		)	(28,617		)
Income before income taxes and gain on sale of real estate	52,464			46,619			5,845			90,291			88,362			1,929
Income before income taxes																			59,493			44,559			14,934
(Provision for) benefit from income taxes	(1,317		)	(3,731		)	2,414			2,216			(5,185		)	7,401			(6,159		)	3,533			(9,692		)
Income before gain on sale of real estate	51,147			42,888			8,259			92,507			83,177			9,330
Gain on sale of real estate, net of tax	11,912			3,465			8,447			18,644			3,475			15,169
Net Income from Owned Real Estate	63,059			46,353			16,706			111,151			86,652			24,499
Net income attributable to noncontrolling interests	(3,743		)	(2,813		)	(930		)	(6,535		)	(5,154		)	(1,381		)
Net Income from Owned Real Estate Attributable to W. P. Carey	$	59,316		$	43,540		$	15,776		$	104,616		$	81,498		$	23,118
Net Income from Real Estate																			53,334			48,092			5,242
Net loss (income) attributable to noncontrolling interests																			74			(2,792		)	2,866
Net Income from Real Estate Attributable to W. P. Carey																			$	53,408		$	45,300		$	8,108

W. P. Carey 3/31/2019 10-Q– 54



	~~W. P. Carey 6/30/2018 10-Q~~– 56

Also refer to Note 15 for a table presenting the comparative results of our Real Estate segment.

Property level contribution is a non-GAAP measure that we believe to be a useful supplemental measure for management and investors in evaluating and analyzing the financial results of our net-leased and operating properties included in our ~~Owned~~ Real Estate segment over time. Property level contribution presents ~~the~~our lease and operating property revenues, less property expenses, reimbursable tenant costs, and depreciation and amortization. Reimbursable tenant costs (within Real Estate revenues) are now included within Lease revenues in the consolidated statements of income (Note 2). We believe that Property level contribution allows for meaningful comparison between periods of the direct costs of owning and operating our net-leased assets and operating properties. ~~When a property is leased on a net-lease basis, reimbursable tenant costs are recorded as both income and property expense and, therefore, have no impact on the Property level contribution.~~ While we believe that Property level contribution is a useful supplemental measure, it should not be considered as an alternative to Net income from ~~Owned~~ Real Estate attributable to W. P. Carey as an indication of our operating performance.

Existing Net-Leased Properties

Existing net-leased properties are those that we acquired or placed into service prior to January 1, ~~2017~~2018 and that were not sold or held for sale during the periods presented. For the periods presented, there were ~~838~~798 existing net-leased properties.

For the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 as compared to the same ~~periods~~period in ~~2017,~~2018, lease revenues from existing net-leased properties increased by ~~$3.9~~$3.3 million ~~and $10.8 million, respectively, as a result of the strengthening of foreign currencies (primarily the euro) in relation~~due to ~~the U.S. dollar between the periods,~~new leases, $1.6 million ~~and $3.2 million, respectively,~~ related to scheduled rent increases, ~~$1.2~~and $1.3 million ~~and $2.5 million, respectively, due to new leases, and $0.6 million and $1.6 million, respectively,~~ related to completed construction projects on existing properties. These increases were partially offset by decreases of ~~$1.0~~$3.9 million and $2.0 million, respectively, due to lease expirations and $0.6 million and $1.1 million, respectively, as a result of lease restructurings. Depreciation and amortization expense from existing net-leased properties increased primarily as a result of the ~~strengthening~~weakening of foreign currencies (primarily the euro) in relation to the U.S. dollar between the ~~periods.~~periods and $1.7 million due to lease expirations and rejections. Depreciation and amortization expense from existing net-leased properties decreased primarily as a result of the weakening of foreign currencies (primarily the euro) in relation to the U.S. dollar between the periods, as well as accelerated amortization of an in-place lease intangible during the prior year period in connection with a lease termination in the fourth quarter of 2017.

Net-Leased Properties Acquired in the CPA:17 Merger

Net-leased properties acquired in the CPA:17 Merger on October 31, 2018 (Note 3) consisted of 253 net-leased properties, as well as one property placed into service during the first quarter of 2019, which was an open build-to-suit project at the time of acquisition in the CPA:17 Merger.

Recently Acquired Net-Leased Properties

Recently acquired net-leased properties are those that we acquired or placed into service subsequent to December 31, ~~2016.~~2017, excluding properties acquired in the CPA:17 Merger, and that were not sold or held for sale during the periods presented. Since January 1, ~~2017,~~2018, we acquired ~~six~~20 investments comprised of 2280 properties, ~~one of which we acquired during the second quarter of 2017, one of which we acquired during the fourth quarter of 2017,~~ four of which we acquired during the first quarter of 2018, ~~and~~ 16 of which we acquired during the second quarter of ~~2018.~~2018, 39 of which we acquired during the third quarter of 2018, 16 of which we acquired during the fourth quarter of 2018, and five of which we acquired during the first quarter of 2019. We also placed one property into service during the second quarter of 2018 and one property into service during the third quarter of 2018.

Existing Operating Property

We have one hotel operating property with results of operations reflected in all periods presented. In April 2018, we sold another hotel operating property, which is included in Properties Sold or Held for Sale below.

For the three months ended March 31, 2019 as compared to the same period in 2018, property level contribution from our existing operating property was substantially unchanged.

Operating Properties Acquired in the CPA:17 Merger

Operating properties acquired in the CPA:17 Merger (Note 3) consisted of 37 self-storage properties (which excludes seven self-storage properties acquired in the CPA:17 Merger accounted for under the equity method) and one hotel.

W. P. Carey 3/31/2019 10-Q– 55

Properties Sold or Held for Sale

During the three ~~and six~~ months ended ~~June 30, 2018,~~March 31, 2019, we disposed of ~~25 and 30 properties, respectively.~~one property. During the year ended December 31, ~~2017,~~2018, we disposed of 1872 properties, ~~and a parcel of vacant land.~~including one hotel operating property.

In addition to the impact on property level contribution related to properties we sold or classified as held for sale during the periods presented, we recognized gains on sale of real estate and gains on extinguishment of debt. The impact of these transactions is described in further detail below and in Note 1514.

~~Operating Property~~

~~Our operating property is our investment in one hotel for all periods presented. In April 2018, we sold another hotel operating property, which is included in~~ ~~Properties Sold or Held for Sale~~ ~~above.~~



	~~W. P. Carey 6/30/2018 10-Q~~– 57

Other Revenues and Expenses

Lease Termination Income and Other

~~2018~~2019 — For the three ~~and six~~ months ended ~~June 30, 2018,~~March 31, 2019, lease termination income and other was ~~$0.7~~$3.3 million, ~~and $1.6 million, respectively,~~ primarily comprised of (i) interest income recognized during both the first and second quarters of 2018 related to a lease termination that occurred during the fourth quarter of 2017. Lease termination income and other also consists of earnings from our ~~note~~loans receivable (~~Note 5~~).

~~2017~~ ~~— For the three and six months ended June 30, 2017, lease termination~~totaling $1.7 million, (ii) income ~~and other was $2.2~~substantially from a parking garage attached to one of our net-leased properties totaling $0.8 million, and ~~$3.0~~(iii) income of $0.6 million ~~respectively. We received proceeds~~ from ~~a bankruptcy settlement claim with~~ a former tenant ~~during the second quarter of 2017 and recognized income during both the first and second quarters of 2017 related to a lease termination~~ that ~~occurred during the first quarter of 2017.~~declared bankruptcy.

General and Administrative

~~Beginning with the third quarter of 2017, personnel and rent expenses included within general~~General and administrative expenses ~~that are~~ recorded by our ~~Owned~~ Real Estate segment are allocated based on time incurred by our personnel for the ~~Owned~~ Real Estate and Investment Management segments. ~~In light of our exit from non-traded retail fundraising activities as of June 30, 2017 (Note 1), we believe that this allocation methodology is appropriate.~~

As discussed in Note 3, certain personnel costs and overhead costs are charged to ~~the CPA REITs~~CPA:18 – Global based on the trailing 12-month reported revenues of the Managed Programs and us. We allocate certain personnel and overhead costs to the CWI REITs ~~CESH I,~~ and ~~prior to our resignation as the advisor to CCIF in the third quarter of 2017, the Managed BDCs~~CESH based on the time incurred by our personnel. ~~This methodology has been in place during the entire reporting period covered in this Report.~~

For the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 as compared to the same ~~periods~~period in ~~2017,~~2018, general and administrative expenses in our ~~Owned~~ Real Estate segment increased by ~~$2.8~~$3.1 million, ~~and $6.6 million, respectively,~~ primarily due to ~~the change~~an increase in ~~methodology for allocation of expenses between our Owned~~time spent by management and personnel on Real Estate ~~and Investment Management segments (Note 1~~).

~~Merger and Other Expenses~~

For the three and six months ended June 30, 2018, merger and other expenses were primarily comprised of $2.8 million and $3.2 million, respectively, of costs incurred in connection with the Proposed Merger (~~Note 1~~, ~~Note 3~~).segment activities.

Stock-based Compensation Expense

Beginning with the third quarter of 2017, stock-based compensation expense is allocated to our Owned Real Estate and Investment Management segments based on time incurred by our personnel for those segments. In light of our exit from non-traded retail fundraising activities as of June 30, 2017 (~~Note 1), we believe that this allocation methodology is appropriate.~~

For the three ~~and six~~ months ended June 30, 2018 as compared to the same periods in 2017, stock-based compensation expense allocated to our Owned Real Estate segment increased by $1.1 million and $3.4 million, respectively, primarily due to the change in methodology for allocation of expenses between our Owned Real Estate and Investment Management segments (~~Note 1) and, for the six months ended June 30, 2018~~March 31, 2019 as compared to the same period in ~~2017,~~2018, stock-based compensation expense allocated to our Real Estate segment decreased by $1.5 million, primarily due to the modification of RSUs and PSUs in connection with the retirement of our former chief executive officer in February 2018 (Note 1312)., partially offset by an increase in time spent by management and personnel on Real Estate segment activities.

Impairment Charges

Our impairment charges are more fully described in Note 8.

We did not recognize any impairment charges during the three months ended March 31, 2019.



	~~W. P. Carey 6/30/2018 10-Q~~– 58

Interest Expense

For the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 as compared to the same ~~periods~~period in ~~2017,~~2018, interest expense ~~decreased~~increased by ~~$0.9~~$23.2 million, ~~and $4.8 million, respectively,~~ primarily due to ~~an overall decrease in our weighted-average~~$19.8 million of interest ~~rate. Our weighted-average interest rate was 3.5% and 3.6%~~expense incurred during the three months ended June 30, 2018 and 2017, respectively, and 3.5% and 3.7% during the six months ended June 30, 2018 and 2017, respectively. The weighted-average interest rate of our debt decreased primarily as a result of paying off certaincurrent year period related to non-recourse mortgage loans ~~since June 30, 2017 with unsecured borrowings, which bear~~assumed in the CPA:17 Merger (Note 3). In addition, interest ~~at a lower rate than our mortgage loans, including~~expense increased due to the issuance of the €500.0 million of 2.125% Senior Notes ~~that were issued~~due 2027 on March 6, 2018 (~~Note 10~~).and the €500.0 million of 2.250% Senior Notes due 2026 on October 9, 2018. Our average outstanding debt balance was $6.4 billion and $4.4 billion for the three months ended March 31, 2019 and 2018, respectively. Also, our weighted-average interest rate was 3.6% and 3.4% for the three months ended March 31, 2019 and 2018, respectively.

~~Equity in Earnings of Equity Method Investments in Real Estate~~

W. P. Carey 3/31/2019 10-Q– 56

For the six months ended June 30, 2018 as compared to the same period in 2017, equity in earnings of equity method investments in real estate increased by $1.1 million, primarily due to our proportionate share of approximately $1.5 million of an impairment charge recognized by a jointly owned investment during the prior year period.

Other Gains and (Losses)

Other gains and (losses) primarily consists of gains and losses on foreign currency transactions, derivative instruments, and extinguishment of debt. ~~Gains~~For the three months ended March 31, 2018, gains and losses on foreign currency transactions ~~are~~were recognized on the remeasurement of certain of our euro-denominated unsecured debt instruments that ~~are~~were not designated as net investment ~~hedges.~~hedges; such instruments were all designated as net investment hedges during the three months ended March 31, 2019 (Note 9). We also make certain foreign currency-denominated intercompany loans to a number of our foreign subsidiaries, most of which do not have the U.S. dollar as their functional currency. Remeasurement of foreign currency intercompany transactions that are scheduled for settlement, consisting primarily of accrued interest and short-term loans, are included in the determination of net income. In addition, we have certain derivative instruments, including common stock warrants and foreign currency forward and collar contracts, that are not designated as hedges for accounting purposes, for which realized and unrealized gains and losses are included in earnings. The timing and amount of such gains or losses cannot always be estimated and are subject to fluctuation.

~~2018~~2019 — For the three months ended ~~June 30, 2018,~~March 31, 2019, net other gains were ~~$9.6~~$1.0 million. During the period, we recognized realized gains of $3.8 million related to the settlement of foreign currency forward contracts and foreign currency collars. These gains were partially offset by net realized and unrealized ~~gains~~losses of ~~$8.2~~$1.7 million on foreign currency transactions as a result of changes in foreign currency exchange rates and ~~realized gains~~a net loss on extinguishment of ~~$2.3~~debt totaling $1.3 million related to ~~foreign currency forward contracts and foreign currency collars.~~the repayment of mortgage loans during the period.

2018 — For the ~~six~~three months ended ~~June 30,~~March 31, 2018, net other ~~gains~~losses were ~~$6.7~~$2.9 million. During the period, we recognized net realized and unrealized ~~gains~~losses of ~~$5.0~~$3.2 million on foreign currency transactions as a result of changes in foreign currency exchange rates and ~~realized gains of $3.9 million related to foreign currency forward contracts and foreign currency collars. These gains were partially offset by~~ a ~~non-cash~~ net loss on extinguishment of debt totaling $1.6 million primarily related to the repayment of ~~our Unsecured Term Loans (Note 10~~).

~~2017~~ — For the three months ended June 30, 2017, net other losses were $1.4 million. During the period, we recognized net realized and unrealized losses of $6.9 million on foreign currency transactions as a result of changes in foreign currency exchange rates.certain term loans. These losses were partially offset by realized gains of ~~$2.9~~$1.5 million related to the settlement of foreign currency forward contracts and foreign currency ~~collars~~collars.

Gain on Sale of Real Estate, Net

Gain on sale of real estate, net, consists of gain on the sale of properties, net of tax that were disposed of during the three months ended March 31, 2019 and 2018. Our dispositions are more fully described in Note 14.

2019 — During the three months ended March 31, 2019, we sold one property for proceeds of $4.9 million, net of selling costs, and recognized a net gain on ~~extinguishment~~the sale of ~~debt totaling $2.4 million primarily related to the payoff of a mortgage loan in May 2017.~~$0.9 million.

~~For~~2018 — During the ~~six~~three months ended ~~June 30, 2017,~~March 31, 2018, we sold five properties for total proceeds of $35.7 million, net ~~other losses were $1.3 million. During the period, we~~of selling costs, and recognized net realized and unrealized losses of $9.4 million on foreign currency transactions as a result of changes in foreign currency exchange rates. These losses were partially offset by realized gains of $6.3 million related to foreign currency forward contracts and foreign currency collars and a net gain on ~~extinguishment~~these sales totaling $6.7 million (inclusive of ~~debt~~income taxes totaling ~~$1.5~~less than $0.1 million ~~primarily~~recognized upon sale).

Equity in (Losses) Earnings of Equity Method Investments in Real Estate

In connection with the CPA:17 Merger (Note 3), we acquired the remaining interests in six investments, in which we already had a joint interest and accounted for under the equity method, and equity interests in seven unconsolidated investments (Note 7). In November 2018, we acquired an equity interest in two self-storage properties (Note 7); this acquisition was related to a jointly owned investment in seven self-storage properties that we acquired in the ~~mortgage loan payoff in May 2017 and the amendment and restatement~~CPA:17 Merger. In February 2019, we received a full repayment of our ~~Senior Unsecured Credit Facility.~~preferred equity interest in an investment, which is now retired (Note 7). The following table presents the details of our Equity in (losses) earnings of equity method investments in real estate (in thousands):



	Three Months Ended March 31,
	2019			2018
Equity in (losses) earnings of equity method investments in real estate:
Retired equity investment	$	260		$	319
Recently acquired equity investment	(201		)	—
Equity investments acquired in the CPA:17 Merger	(137		)	—
Equity investments consolidated after the CPA:17 Merger	—			3,039
Equity in (losses) earnings of equity method investments in real estate	$	(78	)	$	3,358

W. P. Carey 3/31/2019 10-Q– 57

(Provision for) Benefit from Income Taxes

For the three months ended ~~June 30, 2018, as compared to the same period in 2017,~~March 31, 2019, we recorded a provision for income taxes ~~within our Owned Real Estate segment decreased by $2.4~~of $6.2 million, ~~primarily due~~compared to an increase of $2.1 million in deferred tax benefits primarily associated with basis differences on certain foreign properties, partially offset by an increase of $0.3 million in current federal, foreign, and state franchise taxes due to increases in taxable income on our domestic TRSs and foreign properties.



	~~W. P. Carey 6/30/2018 10-Q~~– 59

~~For the six months ended June 30, 2018, we recognized~~ a benefit from income taxes of ~~$2.2~~$3.5 million ~~compared to a provision for income taxes of $5.2 million recorded~~recognized during the ~~same period in 2017,~~three months ended March 31, 2018, within our ~~Owned~~ Real Estate segment. During the ~~six~~three months ended ~~June 30,~~March 31, 2018, we recognized a deferred tax benefit of approximately $6.2 million as a result of the release of a deferred tax liability relating to a property holding company that was no longer required due to a change in tax ~~classification relating to a property holding company.~~

~~Gain on Sale of Real Estate, Net of Tax~~

~~Gain on sale of real estate, net of tax consists of gain on~~classification. For the ~~sale of properties, net of tax that were disposed of during the six~~three months ended ~~June 30,~~March 31, 2019, we also recognized a provision for income taxes totaling $2.6 million related to properties acquired in the CPA:17 Merger on October 31, 2018 ~~and 2017. Our dispositions are more fully described in~~ (Note 153).

~~2018~~ — During the three and six months ended June 30, 2018, we sold two and seven properties, respectively, for total proceeds of $42.0 million and $77.7 million, respectively, net of selling costs, and recognized a net gain on these sales totaling $5.6 million and $12.3 million, respectively. In addition, in June 2018, we completed a nonmonetary transaction, in which we disposed of 23 properties in exchange for the acquisition of one property leasedNet Loss (Income) Attributable to ~~the same tenant. This swap was recorded based on the fair value of the property acquired of $85.5 million, which resulted in a net gain of $6.3 million.~~Noncontrolling Interests

~~2017~~ ~~— During~~For the three ~~and six~~ months ended ~~June 30, 2017,~~March 31, 2019, we sold five properties, and six properties and a parcel of vacant land, respectively, for net proceeds of $19.6 million and $43.8 million, respectively, and recognized a net gain on these sales, net of tax totaling $3.5 million for both periods. In addition, in January 2017, we transferred ownership of two international properties and the related non-recourse mortgage loan, which had an aggregate asset carrying value of $31.3 million and an outstanding balance of $28.1 million (net of $3.8 million of cash held in escrow that was retained by the mortgage lender), respectively, on the dates of transfer,recorded loss attributable to ~~the mortgage lender, resulting in a net loss~~noncontrolling interests of less than $0.1 ~~million.~~million, compared to income attributable to noncontrolling interests of $2.8 million for the three months ended March 31, 2018. During the prior year period, we consolidated seven less-than-wholly-owned investments, for which the remaining interest was owned by CPA:17 – Global or a third party. Following the CPA:17 Merger on October 31, 2018 (Note 3), we consolidate two less-than-wholly-owned investments (for which the remaining interest was owned by a third party), resulting in a decrease in amounts attributable to noncontrolling interests during the current year period as compared to the prior year period.

W. P. Carey 3/31/2019 10-Q– 58

Investment Management

We earn revenue as the advisor to the Managed Programs. For the periods presented, we acted as advisor to the following Managed Programs: CPA:17 – Global (through October 31, 2018), CPA:18 – Global, CWI 1, CWI 2, ~~CCIF (through September 10, 2017)~~and CESH. Upon completion of the CPA:17 Merger on October 31, 2018 (Note 3), the advisory agreements with CPA:17 – Global were terminated and CESH I. In June 2017, our Board approved a plan to exit non-traded retail fundraising activities carried out by our wholly-owned broker-dealer subsidiary, Carey Financial, as of June 30, 2017. In August 2017, we resigned as the advisor to CCIF and our advisory agreement with CCIF was terminated, effective as of September 11, 2017. CCIF was included in the Managed Programs prior to our resignation as its advisor.ceased earning revenue from CPA:17 – Global. We no longer raise capital for new or existing funds, but we currently expect to continue to manage all existing Managed Programs and earn the various fees described below through the end of their respective life cycles (Note 1, Note 3). As of March 31, 2019, we managed total assets of approximately $7.6 billion on behalf of the remaining Managed Programs.

~~The following tables present other operating data that management finds useful in evaluating results of operations (dollars in millions):~~

June 30, 2018 December 31, 2017
Total properties — Managed Programs 629
628
Assets under management — Managed Programs ^(a)
$ 13,425.3
$ 13,125.1

Six Months Ended June 30,
2018 2017
Financings structured — Managed Programs $ 220.3
$ 644.8
Investments structured — Managed Programs ^(b)
123.2
617.0
Funds raised — CWI 2 offering ^(c)
—
228.5
Funds raised — CCIF offering^(d)
—
70.2
Funds raised — CESH I offering ^(e)
—
25.2

~~__________~~


~~(a)~~	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. Amounts include the fair value of the investment assets, plus cash, owned by CESH I.


~~(b)~~	~~Includes acquisition-related costs.~~


~~(c)~~	Reflects funds raised from CWI 2’s initial public offering, which commenced in February 2015 and closed on July 31, 2017, but excludes reinvested distributions on CWI 2’s outstanding stock through its distribution reinvestment plan.



	~~W. P. Carey 6/30/2018 10-Q~~– 60


~~(d)~~	Amount represents funding from the CCIF Feeder Funds to CCIF. We began to raise funds on behalf of the CCIF Feeder Funds in the fourth quarter of 2015. One of the CCIF Feeder Funds, CCIF 2016 T, closed its offering on April 28, 2017. In August 2017, we resigned as the advisor to CCIF and our advisory agreement with CCIF was terminated, effective as of September 11, 2017.


~~(e)~~	~~Reflects funds raised from CESH I’s private placement, which commenced in July 2016 and closed on July 31, 2017.~~

Below is a summary of comparative results of our Investment Management segment (in thousands):


	Three Months Ended June 30,								Six Months Ended June 30,								Three Months Ended March 31,
	2018			2017		Change			2018			2017		Change			2019			2018		Change
Revenues
Asset management revenue	$	17,268		$	17,966	$	(698	)	$	34,253		$	35,333	$	(1,080	)	$	9,732		$	16,985	$	(7,253	)
Reimbursable costs from affiliates	5,537			13,479		(7,942		)	10,841			39,179		(28,338		)	3,868			5,304		(1,436		)
Structuring revenue	4,426			14,330		(9,904		)	6,165			18,164		(11,999		)
Dealer manager fees	—			1,000		(1,000		)	—			4,325		(4,325		)
Other advisory revenue	—			706		(706		)	190			797		(607		)
Structuring and other advisory revenue																	2,518			1,929		589
	27,231			47,481		(20,250		)	51,449			97,798		(46,349		)	16,118			24,218		(8,100		)
Operating Expenses
General and administrative	5,843			9,726		(3,883		)	12,361			19,876		(7,515		)	6,097			6,518		(421		)
Reimbursable costs from affiliates	5,537			13,479		(7,942		)	10,841			39,179		(28,338		)	3,868			5,304		(1,436		)
Subadvisor fees	1,855			3,672		(1,817		)	3,887			6,392		(2,505		)	2,202			2,032		170
Stock-based compensation expense	1,708			2,205		(497		)	5,621			7,161		(1,540		)	1,365			3,913		(2,548		)
Depreciation and amortization	963			860		103			2,000			1,768		232			966			1,037		(71		)
Restructuring and other compensation	—			7,718		(7,718		)	—			7,718		(7,718		)
Dealer manager fees and expenses	—			2,788		(2,788		)	—			6,082		(6,082		)
	15,906			40,448		(24,542		)	34,710			88,176		(53,466		)	14,498			18,804		(4,306		)
Other Income and Expenses
Equity in earnings of equity method investments in the Managed Programs	9,029			12,007		(2,978		)	20,996			25,709		(4,713		)	5,569			11,967		(6,398		)
Other gains and (losses)	956			455		501			1,080			931		149			(15		)	124		(139		)
	9,985			12,462		(2,477		)	22,076			26,640		(4,564		)	5,554			12,091		(6,537		)
Income before income taxes	21,310			19,495		1,815			38,815			36,262		2,553			7,174			17,505		(10,331		)
(Provision for) benefit from income taxes	(4,945		)	1,283		(6,228		)	(2,476		)	4,042		(6,518		)
Benefit from income taxes																	8,288			2,469		5,819
Net Income from Investment Management																	15,462			19,974		(4,512		)
Net income attributable to noncontrolling interests																	(376		)	—		(376		)
Net Income from Investment Management Attributable to W. P. Carey	$	16,365		$	20,778	$	(4,413	)	$	36,339		$	40,304	$	(3,965	)	$	15,086		$	19,974	$	(4,888	)

Asset Management Revenue

~~We earn~~During the periods presented, we earned asset management revenue from (i) CPA:17 – Global (prior to the ~~CPA REITs~~CPA:17 Merger) and CPA:18 – Global based on the value of their real estate-related assets under management, (ii) the CWI REITs based on the value of their lodging-related assets under management, and (iii) CESH I based on its gross assets under management at fair value. We also earned asset management revenue from CCIF, prior to our resignation as its advisor in the third quarter of 2017, based on the average of its gross assets under management at fair value, which was payable in cash. Asset management revenue may increase or decrease depending upon changes in the Managed Programs’ asset bases as a result of purchases, sales, or changes in the appraised value of the real estate-related and lodging-related assets in their investment portfolios. For ~~2018,~~2019, (i) we received asset management fees from CPA:17 – Global in shares of its common stock through May 31, 2018; effective as of June 1, 2018, we receive asset management fees from CPA:17 – Global in cash in light of the Proposed Merger, (ii) we receive asset management fees from CPA:18 – Global 50% in cash and 50% in shares of its common stock, (ii) we receive asset management fees from the CWI REITs in shares of their common stock, and (iii) we receive asset management fees from CESH I in cash. As a result of the CPA:17 Merger (Note 3), we no longer receive asset management revenue from CPA:17 – Global.

For the three months ended March 31, 2019 as compared to the same period in 2018, asset management revenue decreased by $7.3 million, primarily due to a decrease in asset management revenue of $7.5 million as a result of the cessation of asset management revenue earned from CPA:17 – Global after the CPA:17 Merger on October 31, 2018 (Note 3).

W. P. Carey 3/31/2019 10-Q– 59



	~~W. P. Carey 6/30/2018 10-Q~~– 61

For the three and six months ended June 30, 2018 as compared to the same periods in 2017, asset management revenue decreased by $0.7 million and $1.1 million, respectively, primarily due to decreases of $2.0 million and $3.6 million, respectively, in asset management revenue from CCIF as a result of our resignation as its advisor in the third quarter of 2017 (~~Note 1~~). These decreases were partially offset by the impact of the growth in assets under management due to investment volume after June 30, 2017 for the ongoing Managed Programs, as a result of which asset management revenue increased by $0.6 million and $1.2 million, respectively, from CWI 2, $0.4 million and $0.5 million, respectively, from CPA:18 – Global, $0.2 million and $0.6 million, respectively, from CESH I, and $0.2 million and $0.3 million, respectively, from CPA:17 – Global.

Reimbursable Costs from Affiliates

Reimbursable costs from affiliates represent costs incurred by us on behalf of the Managed Programs. During their respective offering periods, these costs consisted primarily of broker-dealer commissions, distribution and shareholder servicing fees, and marketing and personnel costs, which were reimbursed byFollowing the ~~Managed Programs and were reflected as a component of both revenues and expenses. As a result of our exit from non-traded retail fundraising activities on June 30, 2017,~~CPA:17 Merger (Note 3), we no longer ~~incur offering-related expenses (including broker-dealer commissions, distribution~~receive reimbursement of certain personnel costs and ~~shareholder servicing fees, and marketing costs) on behalf of the Managed Programs.~~

~~For~~overhead costs from CPA:17 – Global, which totaled $1.8 million for the three ~~and six~~ months ended June 30, 2018 as compared to the same periods in 2017, reimbursable costs from affiliates decreased by $7.9 million and $28.3 million, respectively, primarily due to the impact of our exit from non-traded retail fundraising activities on June 30, 2017.March 31, 2018.

Structuring and Other Advisory Revenue

We earn structuring revenue when we structure investments and debt placement transactions for the Managed Programs. Structuring revenue is dependent on investment activity, which is subject to significant period-to-period variation, and is expected to continue to decline on an annual basis in future periods because the Managed Programs are ~~substantially~~fully invested, we no longer raise capital for new or existing funds, and as a result of the CPA:17 Merger. Going forward, investment activity for the Managed Programs will be generally limited to capital recycling. In addition, we ~~have exited non-traded retail fundraising activities.~~may earn disposition revenue when we complete dispositions for the Managed Programs.

For the three months ended ~~June 30, 2018~~March 31, 2019 as compared to the same period in ~~2017,~~2018, structuring and other advisory revenue ~~decreased~~increased by ~~$9.9~~$0.6 million. Structuring revenue from CPA:1718 – Global ~~CWI 2, and CESH I decreased by $6.1 million, $4.4~~was $1.2 million and ~~$3.5~~$1.3 million for the three months ended March 31, 2019 and 2018, respectively, ~~partially offset by~~reflecting one new investment in a ~~$4.2 million increase~~student housing development project in ~~structuring revenue recognized during the current year period~~each period. We received disposition fees from CPA:18 – ~~Global.~~

~~For~~Global totaling $1.1 million during the ~~six~~three months ended ~~June 30, 2018 as compared~~March 31, 2019, related to the same period in 2017, structuring revenue decreased by $12.0 million. Structuring revenue from CPA:17 – Global, CESH I, and CWI 2 decreased by $6.4 million, $4.5 million, and $4.4 million, respectively, partially offset by a $3.0 million increase in structuring revenue recognized during the current year period fromdisposition of properties for CPA:18 – Global.

~~Dealer Manager Fees~~

In ~~connection with CWI 2’s initial public offering, we earned dealer manager fees of $0.30 or $0.26 per share sold~~addition, structuring revenue for the ~~Class A and Class T common stock, respectively, through~~three months ended March 31, ~~2017, when~~2018 included $0.4 million from CWI ~~2 suspended its offering in order~~1 related to ~~update its estimated net asset values per share, or NAVs, as of December 31, 2016. As~~ a result of the updated NAVs, CWI 2 also set new dealer manager fees of $0.36 and $0.31 per Class A and Class T share, respectively, through the closing of its offering on July 31, 2017. In connection with the offerings of the CCIF Feeder Funds, which began in the fourth quarter of 2015, we received dealer manager fees of 2.5% – 3.0% based on the selling price of each share. The offering for CCIF 2016 T closed on April 28, 2017. In connection with CESH I’s private placement, which commenced in July 2016 and closed in July 2017, we also received dealer manager fees of up to 3.0% of gross offering proceeds based on the selling price of each limited partnership unit. We re-allowed a portion of the dealer manager fees to selected dealers in the offerings and reflected those amounts as Dealer manager fees and expenses in the consolidated financial statements. Due to our exit from non-traded retail fundraising activities as of June 30, 2017, we no longer receive dealer manager fees following the closing of all existing offerings on July 31, 2017.



	~~W. P. Carey 6/30/2018 10-Q~~– 62

mortgage loan refinancing.

General and Administrative

~~Beginning with the third quarter of 2017, personnel and rent expenses included within general~~General and administrative expenses ~~that are~~ recorded by our Investment Management segment are allocated based on time incurred by our personnel for the ~~Owned~~ Real Estate and Investment Management segments. ~~In light of our exit from non-traded retail fundraising activities as of June 30, 2017 (Note 1), we believe that this allocation methodology is appropriate.~~

For the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 as compared to the same ~~periods~~period in ~~2017,~~2018, general and administrative expenses in our Investment Management segment ~~which excludes restructuring and other compensation expenses as described below,~~ decreased by ~~$3.9~~$0.4 million, ~~and $7.5 million, respectively,~~ primarily due to ~~the change~~a decrease in ~~methodology for allocation of expenses between our Owned Real Estate~~time spent by management and personnel on Investment Management ~~segments discussed above (Note 1~~), as well as an overall decline in compensation expenses and organization expenses as a result of a reduction in headcount, including the impact of our exit from active non-traded retail fundraising activities as of June 30, 2017 (~~Note 1~~).segment activities.

Subadvisor Fees

Pursuant to the terms of the subadvisory agreements we have with the third-party subadvisors in connection with both CWI 1 and CWI 2, we pay a subadvisory fee equal to 20% of the amount of fees paid to us by CWI 1 and 25% of the amount of fees paid to us by CWI 2, including but not limited to: acquisition fees, asset management fees, loan refinancing fees, property management fees, and subordinated disposition fees, each as defined in the advisory agreements we have with each of CWI 1 and CWI 2. We also pay to each subadvisor 20% and 25% of the net proceeds resulting from any sale, financing, or recapitalization or sale of securities of CWI 1 and CWI 2, respectively, by us, the advisor. In addition, in connection with the multi-family properties acquired on behalf of CPA:18 – Global, we entered into agreements with third-party advisors for the day-to-day management of the properties, for which we ~~pay~~paid 100% of asset management fees paid to us by CPA:18 – ~~Global. Pursuant to~~Global, as well as disposition fees. In 2018, CPA:18 – Global sold five of its six multi-family properties and in January 2019 CPA:18 – Global sold its remaining multi-family property. We also terminated the ~~terms of the~~related subadvisory agreement, ~~we had with the third-party~~so subadvisor fees related to CPA:18 – Global will cease in connection with CCIF (prior to our resignation as its advisor in the third quarter of 2017), we paid a subadvisory fee equal to 50% of the asset management fees and organization and offering costs paid to us by CCIF.future periods.

For the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 as compared to the same ~~periods~~period in ~~2017,~~2018, subadvisor fees decreased by $1.8 million and $2.5 million, respectively, primarily because we no longer paid a subadvisory fee in connection with CCIF after our resignation as its advisor in the third quarter of 2017 (~~Note 1~~).were substantially unchanged.

Stock-based Compensation Expense

For the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 as compared to the same ~~periods~~period in ~~2017,~~2018, stock-based compensation expense allocated to our Investment Management segment decreased by ~~$0.5~~$2.5 million, primarily due to the modification of RSUs and ~~$1.5 million, respectively, primarily reflecting~~PSUs in connection with the ~~impact~~retirement of our ~~exit from active non-traded retail fundraising activities as of June 30, 2017~~former chief executive officer in February 2018 (Note 112), as well as ~~the change~~a decrease in ~~methodology for allocation of expenses between our Owned Real Estate~~time spent by management and ~~Investment Management segments discussed above (Note 1~~).

~~Restructuring and Other Compensation~~

For both the three and six months ended June 30, 2017, we recorded total restructuring expenses of $7.7 million related to our decision to exit non-traded retail fundraising activities as of June 30, 2017. These expenses, all of which were allocated to thepersonnel on Investment Management segment ~~consisted primarily of severance costs (Note 1~~, ~~Note 12~~).activities.

W. P. Carey 3/31/2019 10-Q– 60



	~~W. P. Carey 6/30/2018 10-Q~~– 63

Equity in Earnings of Equity Method Investments in the Managed Programs

Equity in earnings of equity method investments in the Managed Programs is recognized in accordance with GAAP (Note 7). In addition, we are entitled to receive distributions of Available Cash (Note 3) from the operating partnerships of each of the Managed REITs. The net income of our unconsolidated investments fluctuates based on the timing of transactions, such as new leases and property sales, as well as the level of impairment charges. ~~Following our resignation as the advisor to CCIF, effective September 11, 2017, earnings from our investment in GCIF are included in Other gains and (losses) in the consolidated financial statements (Note 7~~). The following table presents the details of our Equity in earnings of equity method investments in the Managed Programs (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2018 2017 2018 2017
Equity in earnings of equity method investments in the Managed Programs:
Equity in earnings of equity method investments in the Managed Programs ^(a)
$ 253
$ 1,279
$ 1,718
$ 3,188
Distributions of Available Cash:^(b)

CPA:17 – Global 5,185
6,971
11,355
13,781
CPA:18 – Global 2,830
2,186
4,735
3,861
CWI 1 —
1,544
972
3,245
CWI 2 761
27
2,216
1,634
Equity in earnings of equity method investments in the Managed Programs $ 9,029
$ 12,007
$ 20,996
$ 25,709



	Three Months Ended March 31,
	2019			2018
Equity in earnings of equity method investments in the Managed Programs:
Equity in (losses) earnings of equity method investments in the Managed Programs ^(a)	$	(116	)	$	1,465
Distributions of Available Cash:^(b)
CPA:17 – Global ^(c)	—			6,170
CPA:18 – Global	1,848			1,905
CWI 1	1,899			972
CWI 2	1,938			1,455
Equity in earnings of equity method investments in the Managed Programs	$	5,569		$	11,967

__________

(a)

~~Decreases~~

Decrease for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 as compared to the same ~~periods~~period in ~~2017 were~~2018 was primarily due to ~~decreases~~a decrease of ~~$0.3~~$1.1 million ~~and $0.4 million, respectively,~~as a result of the completion of the CPA:17 Merger on October 31, 2018 (Note 3). We no longer recognize equity income from our investment in shares of common stock of CPA:17 – Global, which recognized lower net income during the current year periods as compared to the prior year periods. In addition, we recognized equity in earnings of our equity method investment in CCIF of $0.2 million and $0.7 million during the three and six months ended June 30, 2017, respectively.Global.

(b)

We are entitled to receive distributions of 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 (Note 3). Distributions of Available Cash received and earned from the Managed REITs ~~decreased in~~fluctuate based on the ~~aggregate, primarily as~~timing of certain events, including acquisitions and dispositions.


(c)	As a result of ~~weather-related disruption during 2017 (resulting in property damages and loss~~the completion of ~~revenue)~~the CPA:17 Merger on October 31, 2018 (Note 3), ~~as well as due to property dispositions since January 1, 2017.~~we will no longer receive distributions of Available Cash from CPA:17 – Global.

~~(Provision for)~~ Benefit from Income Taxes

For the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 as compared to the same ~~periods~~period in ~~2017, we recognized a provision for income taxes of $4.9 million and $2.5 million, respectively, compared to a~~2018, benefit from income taxes ~~of $1.3~~increased by $5.8 million ~~and $4.0 million, respectively,~~ within our Investment Management segment, primarily asdue to a ~~result~~change in tax position for state and local taxes, which resulted in a current tax benefit of ~~higher income within that segment, as well as recent federal tax law changes that decreased the deductibility of executive compensation~~approximately $6.3 million recognized during the current year ~~periods.~~period.

Liquidity and Capital Resources

Sources and Uses of Cash During the Period

We use the cash flow generated from our investments primarily to meet our operating expenses, service debt, and fund ~~distributions~~dividends to stockholders. Our cash flows fluctuate periodically due to a number of factors, which may include, among other things: the timing of our equity and debt offerings; the timing of purchases and sales of real estate; the timing of the repayment of mortgage loans and receipt of lease revenues; the timing and amount of other lease-related payments; the receipt of the annual installment of deferred acquisition revenue ~~and interest thereon~~ from ~~the CPA REITs;~~CPA:18 – Global; the receipt of the asset management fees in either shares of the common stock or limited partnership units of the Managed Programs or cash; the timing ~~and characterization~~ of distributions from equity investments in the Managed Programs and real estate; the receipt of distributions of Available Cash from the Managed REITs; the timing of settlement of foreign currency transactions; and changes in foreign currency exchange rates. We no longer receive certain fees and distributions from CPA:17 – Global following the completion of the CPA:17 Merger on October 31, 2018 (Note 3). Despite these fluctuations, we believe that we will generate sufficient cash from operations



	~~W. P. Carey 6/30/2018 10-Q~~– 64

to meet our normal recurring short-term and long-term liquidity needs. We may also use existing cash resources, ~~unused~~available capacity under our Senior Unsecured ~~Revolving~~ Credit Facility, proceeds from dispositions of properties, net contributions from noncontrolling interests, and the issuance of additional debt or equity securities, such as sales of our stock through our ATM ~~program,~~Program, in order to meet these needs. We assess our ability to access capital on an ongoing basis. Our sources and uses of cash during the period are described below.

W. P. Carey 3/31/2019 10-Q– 61

Operating Activities — Net cash provided by operating activities ~~decreased~~increased by ~~$18.8~~$39.9 million during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 as compared to the same period in ~~2017,~~2018, primarily due to ~~a decrease~~an increase in ~~structuring revenue received~~cash flow generated from properties acquired during 2018 and 2019, including properties acquired in the ~~Managed Programs as a result of their lower investment volume during the current year period and~~CPA:17 Merger, partially offset by a decrease in cash flow as a result of property dispositions during ~~2017~~2018 and ~~2018. These decreases were partially offset by a decrease in interest expense,~~2019, as well as an increase in ~~cash flow generated from properties acquired during 2017~~interest expense primarily due to the assumption of non-recourse mortgage loans in the CPA:17 Merger and the issuance of euro-denominated senior notes in March and October 2018.

Investing Activities — Our investing activities are generally comprised of real estate-related transactions (purchases and sales) and capitalized property-related costs.

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we used ~~$269.9~~$164.9 million to acquire ~~three~~five investments (Note 4). We ~~sold seven properties for net proceeds totaling $77.7 million (Note 15). We also~~ used ~~$48.9~~$27.1 million to fund construction projects and other capital expenditures on certain properties within our ~~owned~~ real estate portfolio. ~~We used $10.0~~Additionally, we received $15.0 million ~~to fund short-term loans to~~in proceeds from the ~~Managed Programs, while $37.0 million~~full repayment of ~~such loans were repaid during the period~~a preferred equity interest (Note 37) and sold one property for net proceeds of $4.9 million (Note 14). We also received ~~$7.0~~$3.8 million in distributions from equity method investments in the Managed Programs and real estate in excess of cumulative equity income.

Financing Activities — During the ~~six~~three months ended ~~June 30, 2018, gross~~March 31, 2019, we received $303.8 million in net proceeds from the issuance of shares under our ATM Program (Note 12). Gross borrowings under our Senior Unsecured Credit Facility were ~~$593.0~~$145.2 million and repayments were ~~$818.9~~$128.5 million (Note 10). We received the equivalent of $616.4 million in net proceeds from the issuance of €500.0 million of 2.125% Senior Notes in March 2018, which we used to repay in full the outstanding balance on our Unsecured Term Loans (which were denominated in euros), prepay certain non-recourse mortgage loans (which were denominated in euros), and pay down the outstanding balance of amounts borrowed in euros under our Unsecured Revolving Credit Facility at that time (~~Note 10). In connection with the issuances of these notes (Note 10), we incurred financing costs totaling $4.3 million.~~ We also made prepaid and scheduled non-recourse mortgage loan principal payments of ~~$164.9~~$199.6 million and ~~$34.3~~$40.4 million, respectively. Additionally, we paid ~~distributions~~dividends to stockholders totaling ~~$219.2~~$171.4 million related to the fourth quarter of ~~2017 and first quarter of 2018; and also paid distributions of $9.8 million to affiliates that hold noncontrolling interests in various entities with us.~~2018.



	~~W. P. Carey 6/30/2018 10-Q~~– 65

Summary of Financing

The table below summarizes our Senior Unsecured Notes, our non-recourse mortgages, and our Senior Unsecured Credit Facility (dollars in thousands):


	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Carrying Value
Fixed rate:
Senior Unsecured Notes ^(a)	$	3,018,475		$	2,474,661		$	3,513,268		$	3,554,470
Non-recourse mortgages ^(a)	855,637			916,768			1,717,068			1,795,460
	3,874,112			3,391,429			5,230,336			5,349,930
Variable rate:
Unsecured Revolving Credit Facility	396,917			216,775			106,899			91,563
Unsecured Term Loans ^(a)	—			388,354
Non-recourse mortgages ^(a):
Amount subject to interest rate swaps and cap	130,029			149,563
Amount subject to interest rate swaps and caps							543,850			561,959
Floating interest rate mortgage loans	—			119,146			242,403			375,239
	526,946			873,838			893,152			1,028,761
	$	4,401,058		$	4,265,267		$	6,123,488		$	6,378,691

Percent of Total Debt
Fixed rate	88		%	80		%	85		%	84		%
Variable rate	12		%	20		%	15		%	16		%
	100		%	100		%	100		%	100		%
Weighted-Average Interest Rate at End of Period
Fixed rate	3.6		%	3.9		%	3.6		%	3.7		%
Variable rate ^(b)	2.6		%	1.8		%	3.4		%	3.4		%

__________

W. P. Carey 3/31/2019 10-Q– 62

(a)

Aggregate debt balance includes unamortized discount, net, totaling $35.9 million and $37.6 million as of March 31, 2019 and December 31, 2018, respectively, and unamortized deferred financing costs totaling ~~$18.4~~$19.6 million and ~~$15.9~~$20.5 million as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017, respectively, and unamortized discount totaling $14.7 million and $12.8 million as of June 30,~~ 2018, ~~and December 31, 2017,~~ respectively.


(b)	The impact of our derivative instruments is reflected in the weighted-average interest rates.

Cash Resources

At ~~June 30, 2018,~~March 31, 2019, our cash resources consisted of the following:

cash and cash equivalents totaling ~~$122.4~~$243.3 million. Of this amount, ~~$73.1~~$124.0 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 Unsecured Revolving Credit Facility, with ~~unused~~available capacity of ~~$1.1~~$1.4 billion; and

unleveraged properties that had an aggregate asset carrying value of ~~$4.9~~$6.7 billion at ~~June 30, 2018,~~March 31, 2019, although there can be no assurance that we would be able to obtain financing for these properties.

We have also accessed the capital markets ~~when necessary~~ through additional debt and equity offerings, such as the ~~€500.0 million of 2.125% Senior Notes that we issued in March 2018 (Note 10) and the~~ shares of common stock issued ~~previously~~ under our ATM ~~programs.~~Programs. During ~~both~~ the three ~~and six~~ months ended ~~June 30, 2018,~~March 31, 2019, we ~~did not issue any~~issued 4,053,623 shares of our common stock under our current and former ATM ~~program. During both the three and six months ended June 30, 2017, we issued 329,753 shares of our common stock under our ATM program~~Programs at a weighted-average price of ~~$67.82~~$76.17 per share, for net proceeds of ~~$21.9~~$303.8 million. As of ~~June 30, 2018, $376.6~~March 31, 2019, $248.8 million remained available for issuance under our current ATM ~~program~~Program (Note 1312).



	~~W. P. Carey 6/30/2018 10-Q~~– 66

~~Senior Unsecured Credit Facility~~

~~Our Senior Unsecured Credit Facility is more fully described in~~ See Note 1016~~. A summary~~, Subsequent Events for issuances under our ATM Program subsequent to March 31, 2019 and through the date of ~~our Senior Unsecured Credit Facility is provided below (in thousands):~~

June 30, 2018 December 31, 2017
Outstanding Balance Maximum Available Outstanding Balance Maximum Available
Unsecured Revolving Credit Facility $ 396,917
$ 1,500,000
$ 216,775
$ 1,500,000
Unsecured Term Loans, net ^{(a) (b)}
—
—
389,773
389,773

~~__________~~

~~(a)~~

Amounts as of December 31, 2017 were comprised of our Term Loan of €236.3 million and our Delayed Draw Term Loan of €88.7 million, and reflected the exchange rate of the euro at that date. On March 7, 2018, we repaid and terminated both of our Unsecured Term Loans in full. The aggregate principal amount (of revolving and term loans) available under the Credit Agreement may be increased up to an amount not to exceed the U.S. dollar equivalent of $2.35 billion (~~Note 10~~).this Report.


~~(b)~~	~~Outstanding balance excludes unamortized discount of $1.2 million and unamortized deferred financing costs of $0.2 million at December 31, 2017.~~

Our cash resources can be used for working capital needs and other commitments and may be used for future investments.

Cash Requirements

During the next 12 months, we expect that our cash requirements will include payments to acquire new ~~investments,~~investments; funding capital commitments such as construction ~~and redevelopment projects,~~projects; paying ~~distributions~~dividends to our ~~stockholders and~~stockholders; paying distributions to our affiliates that hold noncontrolling interests in entities we ~~control,~~control; making scheduled interest payments on the Senior Unsecured Notes, scheduled principal ~~payments (including~~and balloon ~~payments)~~payments on our mortgage loan obligations, and prepayments of certain of our mortgage loan ~~obligations,~~obligations; and ~~costs related to the Proposed Merger, as well as~~ other normal recurring operating expenses.

We expect to fund future investments, construction ~~and redevelopment~~ commitments, any capital expenditures on existing properties, scheduled debt maturities on non-recourse mortgage loans, and any loans to certain of the Managed Programs (Note 3) through cash generated from operations, cash received from dispositions of properties, the use of our cash reserves or unused amounts on our Unsecured Revolving Credit Facility, issuances of shares through our ATM ~~program,~~Program, and/or additional equity or debt offerings.

Our liquidity would be adversely affected by unanticipated costs and greater-than-anticipated operating expenses. To the extent that our working capital reserve is insufficient to satisfy our cash requirements, additional funds may be provided from cash from operations ~~and from equity distributions in excess of equity income in real estate~~ to meet our normal recurring short-term and long-term liquidity needs. We may also use existing cash resources, ~~unused~~available capacity onunder our Unsecured Revolving Credit Facility, net contributions from noncontrolling interests, mortgage loan proceeds, and the issuance of additional debt or equity securities, such as through our ATM ~~program,~~Program, to meet these needs.

W. P. Carey 3/31/2019 10-Q– 63



	~~W. P. Carey 6/30/2018 10-Q~~– 67

Off-Balance Sheet Arrangements and Contractual Obligations

The table below summarizes our debt, off-balance sheet arrangements, and other contractual obligations (primarily our capital ~~commitments and lease obligations)~~commitments) at ~~June 30, 2018~~March 31, 2019 and the effect that these arrangements and obligations are expected to have on our liquidity and cash flow in the specified future periods (in thousands):


	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Senior Unsecured Notes — principal ^{(a) (b)}	$	3,048,701	$	—	$	—	$	582,900	$	2,465,801	$	3,546,999	$	—	$	—	$	561,750	$	2,985,249
Non-recourse mortgages — principal ^(a)	988,513		87,084		340,090		411,593		149,746		2,525,082		271,065		1,046,568		959,350		248,099
Unsecured Revolving Credit Facility — principal ^(a) ^(c)	396,917		—		396,917		—		—		106,899		—		106,899		—		—
Interest on borrowings ^(d)	820,248		151,470		280,828		219,042		168,908		996,617		222,900		371,100		263,510		139,107
Capital commitments and tenant expansion allowances ^(e)	175,192		83,351		88,328		—		3,513		244,054		153,561		86,980		—		3,513
Operating and other lease commitments ^{(f) (g)}	159,392		10,423		17,770		8,059		123,140
	$	5,588,963	$	332,328	$	1,123,933	$	1,221,594	$	2,911,108	$	7,419,651	$	647,526	$	1,611,547	$	1,784,610	$	3,375,968

__________

(a)

Excludes unamortized deferred financing costs totaling ~~$18.4~~$19.6 million, the unamortized discount on the Senior Unsecured Notes of ~~$12.8~~$14.9 million in aggregate, and the aggregate unamortized fair market value adjustment of ~~$1.9~~$21.0 million, primarily resulting from the assumption of property-level debt in connection with business combinations, ~~completed in prior years.~~including the CPA:17 Merger (Note 3).


(b)	Our Senior Unsecured Notes are scheduled to mature from 2023 through 2027 (Note 10).


(c)	Our Unsecured Revolving Credit Facility is scheduled to mature on February 22, 2021 unless ~~otherwise~~ extended pursuant to its terms.


(d)	Interest on unhedged variable-rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding at ~~June 30, 2018.~~March 31, 2019.


(e)	Capital commitments include (i) ~~$131.6~~$198.7 million related to build-to-suit projects, ~~and redevelopments,~~ including $48.0 million related to projects for which the tenant has not exercised the associated construction option, and (ii) ~~$43.6~~$45.3 million related to unfunded tenant improvements, including certain discretionary commitments.


~~(f)~~	~~Operating and other lease commitments consist primarily of rental obligations under ground leases and the future minimum rents payable on the leases for our principal offices.~~


~~(g)~~	Includes a total of $1.7 million in office rent related to our lease of certain office space in New York, for which we entered into a sublease agreement with a third party during the fourth quarter of 2017. The sublessee will reimburse us in full for rent through the end of the lease term in the first quarter of 2021.

Amounts in the table above that relate to our foreign operations are based on the exchange rate of the local currencies at ~~June 30, 2018,~~March 31, 2019, which consisted primarily of the euro. At ~~June 30, 2018,~~March 31, 2019, we had no material capital lease obligations for which we were the lessee, either individually or in the aggregate.

Supplemental Financial Measures

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



	~~W. P. Carey 6/30/2018 10-Q~~– 68

Adjusted Funds from Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”), ~~or NAREIT,~~ an industry trade group, has promulgated a non-GAAP measure known as FFO, which we believe to be an appropriate supplemental measure, when used in addition to and in conjunction with results presented in accordance with GAAP, to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental non-GAAP measure. FFO is not equivalent to nor a substitute for net income or loss as determined under GAAP.

W. P. Carey 3/31/2019 10-Q– 64

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as ~~revised~~restated in ~~February 2004.~~December 2018. The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property, impairment charges on real estate, gains or losses on changes in control of interests in real estate, and depreciation and amortization from real estate assets; and after adjustments for unconsolidated partnerships and jointly owned investments. Adjustments for unconsolidated partnerships and jointly owned investments are calculated to reflect FFO. Our FFO calculation complies with NAREIT’s policy described above.

We modify the NAREIT computation of FFO to include other adjustments to GAAP net income to adjust for certain non-cash charges such as amortization of real estate-related intangibles, deferred income tax benefits and expenses, straight-line rents, stock-based compensation, non-cash environmental accretion expense, and amortization of deferred financing costs. Our assessment of our operations is focused on long-term sustainability and not on such non-cash items, which may cause short-term fluctuations in net income but have no impact on cash flows. Additionally, we exclude non-core income and expenses such as ~~certain lease termination income,~~ gains or losses from extinguishment of debt, restructuring and ~~related compensation~~other compensation-related expenses, and merger and acquisition expenses. We also exclude realized and unrealized gains/losses on foreign exchange transactions (other than those realized on the settlement of foreign currency derivatives), which are not considered fundamental attributes of our business plan and do not affect our overall long-term operating performance. We refer to our modified definition of FFO as AFFO. We exclude these items from GAAP net income to arrive at AFFO as they are not the primary drivers in our decision-making process and excluding these items provides investors a view of our portfolio performance over time and makes it more comparable to other REITs which are currently not engaged in acquisitions, mergers, and restructuring which are not part of our normal business operations. AFFO also reflects adjustments for unconsolidated partnerships and jointly owned investments. We use AFFO as one measure of our operating performance when we formulate corporate goals, evaluate the effectiveness of our strategies, and determine executive compensation.

We believe that AFFO is a useful supplemental measure for investors to consider as we believe it will help them to better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors. For example, impairment charges and unrealized foreign currency losses that we exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations. We use our FFO and AFFO measures as supplemental financial measures of operating performance. We do not use our FFO and AFFO measures as, nor should they be considered to be, alternatives to net income computed under GAAP or as alternatives to net cash provided by operating activities computed under GAAP or as indicators of our ability to fund our cash needs.

W. P. Carey 3/31/2019 10-Q– 65



	~~W. P. Carey 6/30/2018 10-Q~~– 69

Consolidated FFO and AFFO were as follows (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Net income attributable to W. P. Carey	$	75,681		$	64,318		$	140,955		$	121,802		$	68,494		$	65,274
Adjustments:
Depreciation and amortization of real property	63,073			61,636			127,653			122,818			111,103			64,580
Gain on sale of real estate, net	(11,912		)	(3,465		)	(18,644		)	(3,475		)	(933		)	(6,732		)
Impairment charges	—			—			4,790			—			—			4,790
Proportionate share of adjustments to equity in net income of partially owned entities													4,424			1,252
Proportionate share of adjustments for noncontrolling interests	(2,729		)	(2,562		)	(5,511		)	(5,103		)	(30		)	(2,782		)
Proportionate share of adjustments to equity in net income of partially owned entities	902			833			2,154			3,550
Total adjustments	49,334			56,442			110,442			117,790			114,564			61,108
FFO (as defined by NAREIT) attributable to W. P. Carey	125,015			120,760			251,397			239,592			183,058			126,382
Adjustments:
Above- and below-market rent intangible lease amortization, net	12,303			12,323			24,105			24,814			15,927			11,802
Other amortization and non-cash items ^(a)	(7,437		)	6,693			(2,291		)	8,787
Straight-line and other rent adjustments													(6,258		)	(2,296		)
Tax benefit — deferred and other ^(a)													(4,928		)	(12,155		)
Stock-based compensation	3,698			3,104			11,917			10,014			4,165			8,219
Tax expense (benefit) — deferred	3,028			(1,382		)	(9,127		)	(6,933		)
Merger and other expenses^(b)	2,692			1,000			2,655			1,073
Straight-line and other rent adjustments	(2,637		)	(2,965		)	(4,933		)	(6,465		)
Other amortization and non-cash items ^(b)													4,126			5,146
Amortization of deferred financing costs	1,905			2,542			1,711			3,942			2,724			(194		)
Loss on extinguishment of debt													1,275			1,609
Merger and other expenses													146			(37		)
Realized losses (gains) on foreign currency	627			(378		)	(888		)	25			96			(1,515		)
Restructuring and other compensation ^(c)	—			7,718			—			7,718
(Gain) loss on extinguishment of debt	—			(2,443		)	1,609			(1,531		)
Proportionate share of adjustments to equity in net income of partially owned entities	3,635			1,978			5,387			2,528			1,461			1,752
Proportionate share of adjustments for noncontrolling interests	(230		)	(513		)	(573		)	(889		)	(25		)	(343		)
Total adjustments	17,584			27,677			29,572			43,083			18,709			11,988
AFFO attributable to W. P. Carey	$	142,599		$	148,437		$	280,969		$	282,675		$	201,767		$	138,370

Summary
FFO (as defined by NAREIT) attributable to W. P. Carey	$	125,015		$	120,760		$	251,397		$	239,592		$	183,058		$	126,382
AFFO attributable to W. P. Carey	$	142,599		$	148,437		$	280,969		$	282,675		$	201,767		$	138,370

W. P. Carey 3/31/2019 10-Q– 66



	~~W. P. Carey 6/30/2018 10-Q~~– 70

FFO and AFFO from ~~Owned~~ Real Estate were as follows (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Net income from Owned Real Estate attributable to W. P. Carey	$	59,316		$	43,540		$	104,616		$	81,498
Net income from Real Estate attributable to W. P. Carey													$	53,408		$	45,300
Adjustments:
Depreciation and amortization of real property	63,073			61,636			127,653			122,818			111,103			64,580
Gain on sale of real estate, net	(11,912		)	(3,465		)	(18,644		)	(3,475		)	(933		)	(6,732		)
Impairment charges	—			—			4,790			—			—			4,790
Proportionate share of adjustments for noncontrolling interests	(2,729		)	(2,562		)	(5,511		)	(5,103		)
Proportionate share of adjustments to equity in net income of partially owned entities	902			833			2,154			3,550
Total adjustments	49,334			56,442			110,442			117,790
FFO (as defined by NAREIT) attributable to W. P. Carey — Owned Real Estate	108,650			99,982			215,058			199,288
Adjustments:
Above- and below-market rent intangible lease amortization, net	12,303			12,323			24,105			24,814
Other amortization and non-cash items ^(a)	(7,176		)	7,038			(2,350		)	9,047
Merger and other expenses ^(b)	2,692			1,000			2,655			1,073
Straight-line and other rent adjustments	(2,637		)	(2,965		)	(4,933		)	(6,465		)
Stock-based compensation	1,990			899			6,296			2,853
Amortization of deferred financing costs	1,905			2,542			1,711			3,942
Tax (benefit) expense — deferred	(1,767		)	33			(11,285		)	(2,427		)
Realized losses (gains) on foreign currency	633			(382		)	(925		)	13
(Gain) loss on extinguishment of debt	—			(2,443		)	1,609			(1,531		)
Proportionate share of adjustments to equity in net income of partially owned entities	99			(92		)	28			(526		)	4,424			1,252
Proportionate share of adjustments for noncontrolling interests	(230		)	(513		)	(573		)	(889		)	(30		)	(2,782		)
Total adjustments	7,812			17,440			16,338			29,904			114,564			61,108
AFFO attributable to W. P. Carey — Owned Real Estate	$	116,462		$	117,422		$	231,396		$	229,192
FFO (as defined by NAREIT) attributable to W. P. Carey — Real Estate													167,972			106,408
Adjustments:
Above- and below-market rent intangible lease amortization, net													15,927			11,802
Straight-line and other rent adjustments													(6,258		)	(2,296		)
Other amortization and non-cash items ^(b)													3,036			4,826
Stock-based compensation													2,800			4,306
Amortization of deferred financing costs													2,724			(194		)
Loss on extinguishment of debt													1,275			1,609
Tax expense (benefit) — deferred and other													490			(9,518		)
Merger and other expenses													146			(37		)
Realized losses (gains) on foreign currency													120			(1,558		)
Proportionate share of adjustments to equity in net income of partially owned entities													115			(71		)
Proportionate share of adjustments for noncontrolling interests													(25		)	(343		)
Total adjustments													20,350			8,526
AFFO attributable to W. P. Carey — Real Estate													$	188,322		$	114,934

Summary
FFO (as defined by NAREIT) attributable to W. P. Carey — Owned Real Estate	$	108,650		$	99,982		$	215,058		$	199,288
AFFO attributable to W. P. Carey — Owned Real Estate	$	116,462		$	117,422		$	231,396		$	229,192
FFO (as defined by NAREIT) attributable to W. P. Carey — Real Estate													$	167,972		$	106,408
AFFO attributable to W. P. Carey — Real Estate													$	188,322		$	114,934

W. P. Carey 3/31/2019 10-Q– 67



	~~W. P. Carey 6/30/2018 10-Q~~– 71

FFO and AFFO from Investment Management were as follows (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
	2018			2017			2018		2017			2019			2018
Net income from Investment Management attributable to W. P. Carey	$	16,365		$	20,778		$	36,339	$	40,304		$	15,086		$	19,974
FFO (as defined by NAREIT) attributable to W. P. Carey — Investment Management	16,365			20,778			36,339		40,304			15,086			19,974
Adjustments:
Tax expense (benefit) — deferred	4,795			(1,415		)	2,158		(4,506		)
Tax benefit — deferred and other ^(a)												(5,418		)	(2,637		)
Stock-based compensation	1,708			2,205			5,621		7,161			1,365			3,913
Other amortization and non-cash items ^(a)(b)	(261		)	(345		)	59		(260		)	1,090			320
Realized (gains) losses on foreign currency	(6		)	4			37		12			(24		)	43
Restructuring and other compensation ^(c)	—			7,718			—		7,718
Proportionate share of adjustments to equity in net income of partially owned entities	3,536			2,070			5,359		3,054			1,346			1,823
Total adjustments	9,772			10,237			13,234		13,179			(1,641		)	3,462
AFFO attributable to W. P. Carey — Investment Management	$	26,137		$	31,015		$	49,573	$	53,483		$	13,445		$	23,436

Summary
FFO (as defined by NAREIT) attributable to W. P. Carey — Investment Management	$	16,365		$	20,778		$	36,339	$	40,304		$	15,086		$	19,974
AFFO attributable to W. P. Carey — Investment Management	$	26,137		$	31,015		$	49,573	$	53,483		$	13,445		$	23,436

__________


(a)	Amount for the three months ended March 31, 2019 includes a current tax benefit, which is excluded from AFFO as it was incurred as a result of the CPA:17 Merger.


(b)	Primarily represents unrealized gains and losses from foreign exchange movements and derivatives.


~~(b)~~	~~Amounts for the three and six months ended June 30, 2018 are primarily comprised of costs incurred in connection with the Proposed Merger (Note 1~~, ~~Note 3). Amounts for the three and six months ended June 30, 2017 are primarily comprised of an accrual for estimated one-time legal settlement expenses.~~


~~(c)~~	~~Amounts for the three and six months ended June 30, 2017 represent restructuring expenses resulting from our exit from non-traded retail fundraising activities, which we announced in June 2017 (Note 12~~).

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risk

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

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

W. P. Carey 3/31/2019 10-Q– 68



	~~W. P. Carey 6/30/2018 10-Q~~– 72

Interest Rate Risk

The values of our real estate and related fixed-rate debt obligations, as well as the values of our unsecured debt obligations, are subject to fluctuations based on changes in interest rates. The value of our real estate is also subject to fluctuations based on local and regional economic conditions and changes in the creditworthiness of lessees, which may affect our ability to refinance property-level mortgage debt when balloon payments are scheduled, if we do not choose to repay the debt when due. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control. An increase in interest rates would likely cause the fair value of our owned and managed assets to decrease, which would create lower revenues from managed assets and lower investment performance for the Managed REITs. Increases in interest rates may also have an impact on the credit profile of certain tenants.

We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we ~~historically attempted to obtain non-recourse mortgage~~generally seek long-term debt financing on a ~~long-term,~~ fixed-rate basis. However, from time to time, we or our joint investment partners obtained, and may in the future obtain, variable-rate non-recourse mortgage loans and, as a result, we have entered into, and may continue to enter into, interest rate swap agreements or interest rate cap agreements with counterparties. See Note 9 for additional information on our interest rate swaps and caps.

At ~~June 30, 2018,~~March 31, 2019, a significant portion (approximately ~~91.0%~~94.3%) of our long-term debt either bore interest at fixed rates or was swapped or capped to a fixed rate. Our debt obligations are more fully described in Note 10 and Liquidity and Capital Resources — Summary of Financing in Item 2 above. The following table presents principal cash ~~outflows for the remainder of 2018, each of the next four calendar years following December 31, 2018, and thereafter,~~flows based upon expected maturity dates of our debt obligations outstanding at ~~June 30, 2018~~March 31, 2019 (in thousands):


	2018 (Remainder)		2019		2020		2021		2022		Thereafter		Total		Fair value		2019 (Remainder)		2020		2021		2022		2023		Thereafter		Total		Fair value
Fixed-rate debt ^{(a) (b)}	$	47,872	$	81,290	$	177,979	$	116,787	$	219,086	$	3,263,513	$	3,906,527	$	3,938,074	$	67,342	$	335,785	$	300,688	$	486,888	$	812,604	$	3,280,474	$	5,283,781	$	5,358,676
Variable-rate debt ^(a)	$	7,053	$	13,234	$	43,044	$	439,594	$	21,669	$	3,010	$	527,604	$	526,809	$	15,068	$	249,912	$	376,103	$	99,117	$	110,061	$	44,938	$	895,199	$	894,372

__________


(a)	Amounts are based on the exchange rate at ~~June 30, 2018,~~March 31, 2019, as applicable.


(b)	Amounts after ~~2022~~2023 are primarily comprised of principal payments for our Senior Unsecured Notes (Note 10).

The estimated fair value of our fixed-rate debt and our variable-rate debt that currently bears interest at fixed rates or has effectively been converted to a fixed rate through the use of interest rate swaps, or that has been subject to interest rate caps, is affected by changes in interest rates. Annual interest expense on our unhedged variable-rate debt that does not bear interest at fixed rates at ~~June 30, 2018~~March 31, 2019 would increase or decrease by ~~$2.0~~$1.9 million for our U.S. dollar-denominated debt, by $1.2 million for our euro-denominated debt, ~~and~~ by ~~$2.0~~$0.2 million for our ~~U.S. dollar-denominated~~Japanese yen-denominated debt, and by $0.2 million for our British pound sterling-denominated debt for each respective 1% change in annual interest rates.

Foreign Currency Exchange Rate Risk

We own international investments, primarily in Europe, ~~Australia,~~Canada, and ~~Canada,~~Japan, and as a result are subject to risk from the effects of exchange rate movements in various foreign currencies, primarily the euro, the British pound sterling, the Danish krone, the ~~Australian~~Canadian dollar, and the ~~Canadian dollar,~~Japanese yen, which may affect future costs and cash flows. We ~~historically~~have obtained, and may in the future obtain, non-recourse mortgage financing in the local currency. We have also ~~issued the~~completed four offerings of euro-denominated ~~2.0% Senior Notes, 2.25% Senior Notes, and 2.125% Senior Notes~~senior notes, and have borrowed under our Unsecured Revolving Credit Facility ~~and Unsecured Term Loans~~ in foreign currencies, including the euro and ~~the British pound sterling~~Japanese yen (Note 10). To the extent that currency fluctuations increase or decrease rental revenues, as translated to U.S. dollars, the change in debt service, as translated to U.S. dollars, will partially offset the effect of fluctuations in revenue and, to some extent, mitigate the risk from changes in foreign currency exchange rates. In addition, we may use currency hedging to further reduce the exposure to our equity cash flow. We are generally a net receiver of these currencies (we receive more cash than we pay out), and therefore our foreign operations benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar, relative to the foreign currency.

As part of our investment strategy, we make intercompany loans to a number of our foreign subsidiaries, most of which do not have the U.S. dollar as their functional currency. Remeasurement of foreign currency intercompany transactions that are scheduled for settlement, consisting primarily of accrued interest and short-term loans, are included in the determination of net income. For the six months ended June 30, 2018, we recognized net foreign currency transaction gains (included in Other gains



	~~W. P. Carey 6/30/2018 10-Q~~– 73

and (losses) in the consolidated financial statements) of $4.9 million, primarily due to the strengthening of the U.S. dollar relative to the euro during the period. The end-of-period rate for the U.S. dollar in relation to the euro at June 30, 2018 decreased by 2.8% to $1.1658 from $1.1993 at December 31, 2017.

We enter into foreign currency forward contracts and collars to hedge certain of our foreign currency cash flow exposures. See Note 9 for additional information on our foreign currency forward contracts and collars.

W. P. Carey 3/31/2019 10-Q– 69

Scheduled future ~~minimum rents,~~lease payments, exclusive of renewals, under non-cancelable operating leases for our consolidated foreign operations as of ~~June 30, 2018 for the remainder of 2018, each of the next four calendar years following December~~March 31, ~~2018, and thereafter~~2019 are as follows (in thousands):


Lease Revenues ^(a)	2018 (Remainder)		2019		2020		2021		2022		Thereafter		Total		2019 (Remainder)		2020		2021		2022		2023		Thereafter		Total
Euro ^(b)	$	84,950	$	165,506	$	162,396	$	159,587	$	148,900	$	1,432,157	$	2,153,496	$	225,693	$	297,241	$	294,306	$	284,211	$	282,592	$	1,965,187	$	3,349,230
British pound sterling ^(c)	16,929		33,843		34,199		34,447		34,580		244,660		398,658		29,686		39,786		40,010		40,142		40,326		249,946		439,896
Danish krone ^(d)	6,270		12,564		12,831		13,033		13,274		200,181		258,153
Australian dollar ^(e)	6,086		12,073		12,106		12,073		12,073		142,958		197,369
Other foreign currencies ^(f)	5,487		11,138		11,367		11,538		11,206		103,945		154,681
Japanese yen ^(d)															2,074		2,760		2,752		663		—		—		8,249
Other foreign currencies ^(e)															17,250		23,364		23,723		23,642		24,069		269,280		381,328
	$	119,722	$	235,124	$	232,899	$	230,678	$	220,033	$	2,123,901	$	3,162,357	$	274,703	$	363,151	$	360,791	$	348,658	$	346,987	$	2,484,413	$	4,178,703

Scheduled debt service payments (principal and interest) for our Senior Unsecured Notes, Unsecured Revolving Credit Facility, and non-recourse mortgage notes payable for our consolidated foreign operations as of ~~June 30, 2018 for the remainder of 2018, each of the next four calendar years following December~~March 31, ~~2018, and thereafter~~2019 are as follows (in thousands):


Debt Service ^{(a) (g)(f)}	2018 (Remainder)		2019		2020		2021		2022		Thereafter		Total		2019 (Remainder)		2020		2021		2022		2023		Thereafter		Total
Euro ^(b)	$	26,306	$	51,783	$	94,795	$	277,648	$	46,501	$	1,855,691	$	2,352,724	$	69,594	$	273,089	$	294,440	$	143,932	$	755,061	$	1,804,484	$	3,340,600
British pound sterling ^(c)	413		826		826		826		826		10,568		14,285		963		1,287		17,921		821		821		9,693		31,506
Japanese yen ^(d)															165		218		21,879		—		—		—		22,262
	$	26,719	$	52,609	$	95,621	$	278,474	$	47,327	$	1,866,259	$	2,367,009	$	70,722	$	274,594	$	334,240	$	144,753	$	755,882	$	1,814,177	$	3,394,368

__________


(a)	Amounts are based on the applicable exchange rates at ~~June 30, 2018.~~March 31, 2019. Contractual rents and debt obligations are denominated in the functional currency of the country of each property.

(b)

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 cash flow at ~~June 30, 2018~~March 31, 2019 of ~~$2.0~~$0.1 million, excluding the impact of our derivative instruments. Amounts included the equivalent of ~~$582.9 million~~$2.2 billion of ~~2.0% Senior Notes outstanding~~euro-denominated senior notes maturing ~~in January 2023; the equivalent of $582.9 million of 2.25% Senior Notes outstanding maturing in July 2024; the equivalent of $582.9 million of 2.125% Senior Notes outstanding maturing in April 2027;~~from 2023 through 2027, and the equivalent of ~~$201.9~~$55.1 million borrowed in euro under our Unsecured Revolving Credit Facility, which is scheduled to mature on February 22, 2021 ~~unless~~(unless extended pursuant to its ~~terms,~~terms) but may be prepaid prior to that date pursuant to its terms (Note 10).


(c)	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 cash flow at ~~June 30, 2018~~March 31, 2019 of ~~$3.8~~$4.1 million, excluding the impact of our derivative instruments.

(d)

We estimate that, for a 1% increase or decrease in the exchange rate between the ~~Danish krone~~Japanese yen and the U.S. dollar, there would be a corresponding change in the projected estimated cash flow at ~~June 30, 2018~~March 31, 2019 of ~~$2.6~~$0.1 million. ~~There~~Amounts included the equivalent of $21.8 million borrowed in Japanese yen under our Unsecured Revolving Credit Facility, which is ~~no related mortgage loan~~scheduled to mature on ~~this investment.~~February 22, 2021 (unless extended pursuant to its terms) but may be prepaid prior to that date pursuant to its terms (Note 10).


(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 cash flow at June 30, 2018 of $2.0 million. There is no related mortgage loan on this investment.


~~(f)~~	Other foreign currencies for future ~~minimum rents~~lease payments consist of the Danish krone, the Norwegian krone, the Canadian dollar, and the Swedish krona.


~~(g)~~(f)	Interest on unhedged variable-rate debt obligations was calculated using the applicable annual interest rates and balances outstanding at ~~June 30, 2018.~~March 31, 2019.



	~~W. P. Carey 6/30/2018 10-Q~~– 74

Concentration of Credit Risk

Concentrations of credit risk arise when a number of tenants are engaged in similar business activities or have similar economic risks or conditions that could cause them to default on their lease obligations to us. We regularly monitor our portfolio to assess potential concentrations of credit risk. While we believe our portfolio is well-diversified, it does contain concentrations in certain areas.

For the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, our consolidated portfolio had the following significant characteristics in excess of 10%, based on the percentage of our consolidated total revenues:

~~65%~~67% related to domestic operations; and

~~35%~~33% related to international operations.

W. P. Carey 3/31/2019 10-Q– 70

At ~~June 30, 2018,~~March 31, 2019, our net-lease portfolio, which excludes our operating properties, had the following significant property and lease characteristics in excess of 10% in certain areas, based on the percentage of our ABR as of that date:

~~66%~~64% related to domestic properties;

~~34%~~36% related to international properties;

~~29%~~26% related to office facilities, 23% related to industrial facilities, ~~24%~~21% related to ~~office~~warehouse facilities, ~~16%~~and 18% related to retail ~~facilities, and 16% related to warehouse~~ facilities; and

~~18%~~21% related to the retail stores industry (including automotive dealerships) ~~and 11% related to the consumer services industry.~~.

W. P. Carey 3/31/2019 10-Q– 71



	~~W. P. Carey 6/30/2018 10-Q~~– 75

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Securities Exchange Act of 1934, as amended ~~or the Exchange Act,~~(the “Exchange Act”), is recorded, processed, summarized, and reported within the required time periods specified in the SEC’s rules and forms; and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.

Our chief executive officer and chief financial officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June 30, 2018,~~March 31, 2019, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of ~~June 30, 2018~~March 31, 2019 at a reasonable level of assurance.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

W. P. Carey 3/31/2019 10-Q– 72



	~~W. P. Carey 6/30/2018 10-Q~~– 76

PART II — OTHER INFORMATION

~~Item 1A. Risk Factors.~~

~~We are including the following additional risk factor, which should be read in conjunction with our description of risk factors provided in Part I, Item 1A. Risk Factors in our 2017 Annual Report:~~

~~Failure to complete the Proposed Merger could negatively affect us.~~

It is possible that the Proposed Merger may not be completed. The parties’ respective obligations to complete the Proposed Merger are subject to the satisfaction or waiver of specified conditions, some of which are beyond the control of CPA:17 – Global and us. If the Proposed Merger is not completed, we may be subject to a number of material risks, including the following:

we will have incurred substantial costs and expenses related to the Proposed Merger, such as legal, accounting, and financial advisor fees, which will be payable by us even if the Proposed Merger is not completed, and are only subject to reimbursement from CPA:17 – Global under certain limited circumstances; and

~~we may be required to pay CPA:17 – Global’s out-of-pocket expenses incurred in connection with the Proposed Merger if the Merger Agreement is terminated under certain circumstances.~~



	~~W. P. Carey 6/30/2018 10-Q~~– 77

Item 6. Exhibits.

The following exhibits are filed with this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.



Exhibit No.	Description	Method of Filing
~~10.1~~1.1	Equity Sales Agreement, ~~and Plan of Merger~~ dated ~~as of June 17, 2018,~~February 27, 2019, by and ~~between Corporate Property Associates 17 – Global Incorporated,~~among W. P. Carey Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNY Mellon Capital Markets, LLC, BTIG, LLC, Fifth Third Securities, Inc., ~~CPA17 Merger Sub~~J.P. Morgan Securities LLC, ~~and, for the limited purposes set forth therein, Carey Asset Management Corp.,~~Robert W. ~~P. Carey~~Baird & Co. ~~B.V.~~Incorporated, Scotia Capital (USA) Inc., ~~W. P. Carey Holdings,~~and Wells Fargo Securities, LLC, ~~and CPA~~^®~~: 17 Limited Partnership.~~ as sales agent and/or principal	Incorporated by reference to Exhibit ~~2.1~~1.1 to Current Report on Form 8-K ~~(File No. 001-13779)~~ filed ~~with the SEC on June 18, 2018~~February 28, 2019

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

101.INS	XBRL Instance Document	Filed herewith

101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith

W. P. Carey 3/31/2019 10-Q– 73



	~~W. P. Carey 6/30/2018 10-Q~~– 78

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



			W. P. Carey Inc.
Date:	~~August~~May 3, ~~2018~~2019
		By:	/s/ ToniAnn Sanzone
			ToniAnn Sanzone
			Chief Financial Officer
			(Principal Financial Officer)

Date:	~~August~~May 3, ~~2018~~2019
		By:	/s/ Arjun Mahalingam
			Arjun Mahalingam
			Chief Accounting Officer
			(Principal Accounting Officer)

W. P. Carey 3/31/2019 10-Q– 74



	~~W. P. Carey 6/30/2018 10-Q~~– 79

EXHIBIT INDEX

The following exhibits are filed with this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.



Exhibit No.	Description	Method of Filing
~~10.1~~1.1	Equity Sales Agreement, ~~and Plan of Merger~~ dated ~~as of June 17, 2018,~~February 27, 2019, by and ~~between Corporate Property Associates 17 – Global Incorporated,~~among W. P. Carey Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNY Mellon Capital Markets, LLC, BTIG, LLC, Fifth Third Securities, Inc., ~~CPA17 Merger Sub~~J.P. Morgan Securities LLC, ~~and, for the limited purposes set forth therein, Carey Asset Management Corp.,~~Robert W. ~~P. Carey~~Baird & Co. ~~B.V.~~Incorporated, Scotia Capital (USA) Inc., ~~W. P. Carey Holdings,~~and Wells Fargo Securities, LLC, ~~and CPA~~^®~~: 17 Limited Partnership.~~ as sales agent and/or principal	Incorporated by reference to Exhibit ~~2.1~~1.1 to Current Report on Form 8-K ~~(File No. 001-13779)~~ filed ~~with the SEC on June 18, 2018~~February 28, 2019

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

101.INS	XBRL Instance Document	Filed herewith

101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith



	Number of Instruments	Notional Amount		Fair Value at June 30, 2018
Foreign Currency Derivatives	Number of Instruments	Notional Amount		Fair Value at June 30, 2018
Designated as Cash Flow Hedging Instruments
Foreign currency forward contracts	16	55,077	EUR	$	10,530
Foreign currency collars	31	40,750	GBP	4,394
Foreign currency collars	31	102,775	EUR	(2,433		)
Foreign currency forward contracts	6	7,565	AUD	521
Foreign currency forward contracts	2	1,070	GBP	271
Designated as Net Investment Hedging Instruments
Foreign currency forward contracts	2	68,999	AUD	3,717
				$	17,000



	Three Months Ended June 30, 2017
	Gains and (Losses) on Derivative Instruments			Foreign Currency Translation Adjustments			Gains and (Losses) on Investments			Total
Beginning balance	$	41,259		$	(287,150	)	$	(343	)	$	(246,234	)
Other comprehensive income before reclassifications	(14,115		)	27,957			(73		)	13,769
Amounts reclassified from accumulated other comprehensive loss to:
Other gains and (losses)	(2,856		)	—			—			(2,856		)
Interest expense	340			—			—			340
Total	(2,516		)	—			—			(2,516		)
Net current period other comprehensive income	(16,631		)	27,957			(73		)	11,253
Net current period other comprehensive gain attributable to noncontrolling interests	8			(8,675		)	—			(8,667		)
Ending balance	$	24,636		$	(267,868	)	$	(416	)	$	(243,648	)



	Six Months Ended June 30, 2018
	Gains and (Losses) on Derivative Instruments			Foreign Currency Translation Adjustments			Gains and (Losses) on Investments			Total
Beginning balance	$	9,172		$	(245,022	)	$	(161	)	$	(236,011	)
Other comprehensive loss before reclassifications	8,808			(21,299		)	370			(12,121		)
Amounts reclassified from accumulated other comprehensive loss to:
Other gains and (losses)	(3,378		)	—			—			(3,378		)
Interest expense	251			—			—			251
Total	(3,127		)	—			—			(3,127		)
Net current period other comprehensive loss	5,681			(21,299		)	370			(15,248		)
Net current period other comprehensive loss attributable to noncontrolling interests	5			3,852			—			3,857
Ending balance	$	14,858		$	(262,469	)	$	209		$	(247,402	)



	Six Months Ended June 30, 2017
	Gains and (Losses) on Derivative Instruments			Foreign Currency Translation Adjustments			Gains and (Losses) on Investments			Total
Beginning balance	$	46,935		$	(301,330	)	$	(90	)	$	(254,485	)
Other comprehensive income before reclassifications	(16,741		)	42,707			(326		)	25,640
Amounts reclassified from accumulated other comprehensive loss to:
Other gains and (losses)	(6,301		)	—			—			(6,301		)
Interest expense	738			—			—			738
Total	(5,563		)	—			—			(5,563		)
Net current period other comprehensive income	(22,304		)	42,707			(326		)	20,077
Net current period other comprehensive gain attributable to noncontrolling interests	5			(9,245		)	—			(9,240		)
Ending balance	$	24,636		$	(267,868	)	$	(416	)	$	(243,648	)



	June 30, 2018		December 31, 2017
Total properties — Managed Programs	629		628
Assets under management — Managed Programs ^(a)	$	13,425.3	$	13,125.1



	June 30, 2018				December 31, 2017
	Outstanding Balance		Maximum Available		Outstanding Balance		Maximum Available
Unsecured Revolving Credit Facility	$	396,917	$	1,500,000	$	216,775	$	1,500,000
Unsecured Term Loans, net ^{(a) (b)}	—		—		389,773		389,773