W. P. Carey (WPC) 425 Business combination disclosure

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Exhibit 99.3

W. P. CAREY

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of June 30, 2018

(in thousands)

	Historical
	W. P. Carey			CPA:17 – Global			Pro Forma Adjustments			(Notes)	W. P. Carey Pro Forma Consolidated
Assets
Investments in real estate:
Land, buildings and improvements – operating leases	$	5,609,619		$	2,760,620		$	164,810		A4	$	8,535,049
Land, buildings and improvements – operating properties		42,287			348,710			45,903		A4		436,900
Net investments in direct financing leases		705,588			501,539			134,976		A4		1,342,103
In-place lease and other intangible assets		1,228,241			636,127			250,366		A4		2,114,734
Above-market rent intangible assets		631,977			96,656			202,838		A4		931,471
Investments in real estate		8,217,712			4,343,652			798,893				13,360,257
Accumulated depreciation and amortization		(1,445,397	)		(672,274	)		672,274		A4		(1,445,397	)
Assets held for sale, net		—			3,189			—		A5		3,189
Net investments in real estate		6,772,315			3,674,567			1,471,167				11,918,049
Equity investments in the Managed Programs and real estate		363,622			397,896			(133,844	)	A1		350,694
								(123,432	)	A2
								(229,291	)	A3
								75,743		A4
Cash and cash equivalents		122,430			90,994			—		A5		211,755
								(1,669	)	A
Due from affiliates		78,100			—			(9,510	)	A8		68,590
Other assets, net		288,173			306,463			(98,015	)	A6		486,249
								(1,995	)	A10
								(8,377	)	K
Goodwill		642,060			304			216,531		A9		858,895
Total assets	$	8,266,700		$	4,470,224		$	1,157,308			$	13,894,232
Liabilities and Equity
Debt:
Senior unsecured notes, net	$	3,018,475		$	—		$	—			$	3,018,475
Unsecured revolving credit facility		396,917			35,993			—		A5		482,910
								50,000		C
Unsecured term loans, net		—			49,981			19		A4		—
								(50,000	)	C
Non-recourse mortgages, net		985,666			1,811,822			74,199		A4		2,871,687
Debt, net		4,401,058			1,897,796			74,218				6,373,072
Accounts payable, accrued expenses and other liabilities		245,288			130,314			(1,551	)	A7		376,517
								2,466		J
Below-market rent and other intangible liabilities, net		107,542			58,960			78,445		A4		244,947
Due to affiliates		—			9,510			(9,510	)	A8		—
Deferred income taxes		88,871			26,983			52,725		A10, J		168,579
Distributions payable		110,972			57,349			(2,621	)	A8		165,700
Total liabilities		4,953,731			2,180,912			194,172				7,328,815
Redeemable noncontrolling interest		965			—			—				965
Preferred stock		—			—			—				—
Common stock		107			353			54		A		161
								(353	)	B
Additional paid-in capital		4,443,374			3,207,178			3,528,401		A		7,869,192
								(102,583	)	A3
								(3,207,178	)	B
Distributions in excess of accumulated earnings		(1,132,182	)		(921,427	)		24,859		A1		(1,099,048	)
								26,162		A2
								(9,510	)	A8
								921,427		B
								(8,377	)	K
Deferred compensation obligation		36,007			—			—				36,007
Accumulated other comprehensive loss		(247,402	)		(102,802	)		102,802		B		(247,402	)
Total stockholders' equity		3,099,904			2,183,302			1,275,704				6,558,910
Noncontrolling interests		212,100			106,010			(211,506	)	A3		5,542
								(99,526	)	A3
								(1,536	)	A3
Total equity		3,312,004			2,289,312			963,136				6,564,452
Total liabilities and equity	$	8,266,700		$	4,470,224		$	1,157,308			$	13,894,232

1

W. P. CAREY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

For the Six Months Ended June 30, 2018

(in thousands, except share and per share amounts)

	Historical
	W. P. Carey			CPA:17 – Global			Pro Forma Adjustments			(Notes)	W. P. Carey Pro Forma Consolidated
Revenues
Owned Real Estate:
Lease revenues:
Rental income	$	291,789		$	148,870		$	(5,370	)	D	$	441,878
								6,589		J
Interest income from direct financing leases		34,058			29,308			(4,432	)	E		58,934
Total lease revenues		325,847			178,178			(3,213	)			500,812
Lease termination income and other		1,622			10,247			—				11,869
Operating property revenues		12,083			23,999			—				36,082
Reimbursable tenant costs		11,952			10,684			—				22,636
		351,504			223,108			(3,213	)			571,399
Investment Management:
Reimbursed costs from affiliates		10,841			—			(3,641	)	I		7,200
Asset management revenue		34,253			—			(14,985	)	I		19,268
Structuring revenue		6,165			—			(232	)	I		5,933
Dealer manager fees		—			—			—				—
Other advisory revenue		190			—			—				190
		51,449			—			(18,858	)			32,591
		402,953			223,108			(22,071	)			603,990
Operating Expenses
Depreciation and amortization		130,294			56,231			18,899		F		205,424
Reimbursable tenant and affiliate costs		22,793			10,684			(3,641	)	I		29,836
General and administrative		35,025			6,538			(1,530	)	I		40,033
Impairment charges and other credit losses		4,790			11,572			—				16,362
Property expenses, excluding reimbursable tenant costs		9,556			36,739			186		F		31,496
								(14,985	)	I
Stock-based compensation expense		11,917			—			—				11,917
Subadvisor fees		3,887			—			—				3,887
Dealer manager fees and expenses		—			—			—
Merger and other expenses		2,655			2,357			(5,521	)	I		(509	)
Operating real estate expenses		9,251			16,529			—				25,780
		230,168			140,650			(6,592	)			364,226
Other Income and Expenses
Interest expense		(79,385	)		(41,351	)		3,643		G		(118,176	)
								124		I
								(1,207	)	J
Equity in earnings of equity method investments in the Managed Programs and real estate		27,883			15,828			(15,819	)	H		13,114
								(1,704	)	H
								(13,074	)	H
Loss on extinguishment of debt		(1,609	)		—			—				(1,609	)
Other gains and (losses)		9,432			5,171			—				14,603
		(43,679	)		(20,352	)		(28,037	)			(92,068	)
Income before income taxes and gain on sale of real estate		129,106			62,106			(43,516	)			147,969
(Provision for) benefit from income taxes		(260	)		332			789		J		2,765
								(181	)	K
								2,085		K
Income before gain on sale of real estate		128,846			62,438			(40,823	)			150,461
Gain on sale of real estate, net of tax		18,644			24			—				18,668
Net Income		147,490			62,462			(40,823	)			169,129
Net (income) loss attributable to noncontrolling interests		(6,535	)		(16,170	)		23,959		L		1,254
Net Income Attributable to W. P. Carey	$	140,955		$	46,292		$	(16,864	)		$	170,383
Basic Earnings Per Share	$	1.30			0.13						$	1.05
Diluted Earnings Per Share	$	1.30			0.13						$	1.05
Weighted Average Shares Outstanding
Basic		108,058,671			352,966,643					M		161,919,998
Diluted		108,243,063			352,966,643					M		162,104,390

2

W. P. CAREY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

For the Year Ended December 31, 2017

(in thousands, except share and per share amounts)

	Historical
	W. P. Carey			CPA:17 – Global			Pro Forma Adjustments			(Notes)	W. P. Carey Pro Forma Consolidated
Revenues
Owned Real Estate:
Lease revenues:
Rental income	$	564,174		$	309,233		$	(22,972	)	D	$	862,441
								12,006		J
Interest income from direct financing leases		66,199			58,399			(8,724	)	E		115,874
Total lease revenues		630,373			367,632			(19,690	)			978,315
Lease termination income and other		4,749			13,182			—				17,931
Operating property revenues		30,562			40,309			—				70,871
Reimbursable tenant costs		21,524			26,531			—				48,055
		687,208			447,654			(19,690	)			1,115,172
Investment Management:
Reimbursed costs from affiliates		51,445			—			(9,775	)	I		41,670
Asset management revenue		70,125			—			(29,363	)	I		40,762
Structuring revenue		34,198			—			(9,103	)	I		25,095
Dealer manager fees		4,430			—			—				4,430
Other advisory revenue		896			—			—				896
		161,094			—			(48,241	)			112,853
		848,302			447,654			(67,931	)			1,228,025
Operating Expenses
Depreciation and amortization		253,334			115,630			36,634		F		405,598
Reimbursable tenant and affiliate costs		72,969			26,531			(9,775	)	I		89,725
General and administrative		70,891			15,358			(3,289	)	I		82,960
Impairment charges		2,769			8,959			—				11,728
Property expenses, excluding reimbursable tenant costs		17,330			48,678			371		F		37,016
								(29,363	)	I
Stock-based compensation expense		18,917			—			—				18,917
Subadvisor fees		13,600			—			—				13,600
Dealer manager fees and expenses		6,544			—			—				6,544
Restructuring and other compensation		9,363			—			—				9,363
Merger and other expenses		605			1,343			(588	)	I		1,360
Operating real estate expenses		23,426			17,827			—				41,253
		489,748			234,326			(6,010	)			718,064
Other Income and Expenses
Interest expense		(165,775	)		(88,270	)		7,915		G		(248,092	)
								273		I
								(2,235	)	J
Equity in earnings of equity method investments in the Managed Programs and real estate		64,750			261			(26,653	)	H		5,713
								(3,409	)	H
								(29,236	)	H
Loss on change in control of interests		—			(13,851	)		—				(13,851	)
Gain (loss) on extinguishment of debt		45			(1,922	)		—				(1,877	)
Other gains and (losses)		(3,658	)		23,231			(273	)	I		19,300
		(104,638	)		(80,551	)		(53,618	)			(238,807	)
Income before income taxes and gain on sale of real estate		253,916			132,777			(115,539	)			271,154
(Provision for) benefit from income taxes		(2,711	)		513			1,010		J		7,054
								1,120		K
								7,122		K
Income before gain on sale of real estate		251,205			133,290			(106,287	)			278,208
Gain on sale of real estate, net of tax		33,878			2,879			—				36,757
Net Income		285,083			136,169			(106,287	)			314,965
Net income attributable to noncontrolling interests		(7,794	)		(38,882	)		46,486		L		(190	)
Net Income Attributable to W. P. Carey	$	277,289		$	97,287		$	(59,801	)		$	314,775
Basic Earnings Per Share	$	2.56			0.28						$	1.94
Diluted Earnings Per Share	$	2.56			0.28						$	1.94
Weighted Average Shares Outstanding
Basic		107,824,738			348,329,966					M		161,686,065
Diluted		108,035,971			348,329,966					M		161,897,298

3

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Basis of Presentation

        The accompanying Unaudited Pro Forma Consolidated Financial Statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by generally accepted accounting principles of the United States ("GAAP"). Pro forma financial information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction or group of transactions might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma financial information does not include information about the possible or expected impact of current actions taken by management in response to the pro forma transaction, as if management's actions were carried out in previous reporting periods.

        This unaudited pro forma consolidated financial information is presented for informational purposes only and does not purport to be indicative of the Company's financial results or financial position as if the transactions reflected herein had occurred, or been in effect during the Pro Forma Periods. In addition, this pro forma consolidated financial information should not be viewed as indicative of the Company's expected financial results for future periods.

        Historical amounts are derived from the unaudited consolidated financial statements of W. P. Carey and CPA:17 – Global as of and for the six months ended June 30, 2018 and the audited consolidated statements of income of W. P. Carey and CPA:17 – Global for the year ended December 31, 2017. The historical financial statements of W. P. Carey are incorporated by reference to this filing and the historical financial statements of CPA:17 – Global begin on page F-13.

A.

Purchase Price Allocation

The allocation of the total consideration shown below is based on preliminary estimates and is subject to change based on the final determination of the fair value of CPA:17 – Global's assets acquired and liabilities assumed and W. P. Carey's share price on the settlement date. The Merger Consideration of approximately $3.53 billion in the aggregate, consisting of W. P. Carey's common stock and cash exchanged for fractional shares, excludes the pre-existing equity ownership of W. P. Carey in CPA:17 – Global of approximately 4.57% as of August 22, 2018. The fair value of the W. P. Carey shares of common stock issued was based on the closing price of its common stock on August 22, 2018 of $65.51. Accordingly, upon completion of the Merger, each share of CPA:17 – Global common stock will be cancelled and converted into 0.160 shares of W. P. Carey common stock, other than fractional shares, and as a result, W. P. Carey will issue approximately 53,861,327 shares of its common stock to stockholders of CPA:17 – Global in exchange for the shares of CPA:17 – Global it did not own and pay approximately $1.7 million in cash for fractional shares.

Total Consideration
Fair value of W. P. Carey shares of common stock issued	$	3,528,457
Cash paid for fractional shares		1,669
Merger Consideration		3,530,126
Fair value of W. P. Carey's equity interest in CPA:17 – Global prior to the merger(1)		158,703
Fair value of W. P. Carey's equity interest in jointly owned investments with CPA:17 – Global prior to the merger(2)		149,594
Fair value of noncontrolling interest acquired(3)		(314,091	)
Estimate of consideration expected to be transferred	$	3,524,332

4

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (Continued)

	CPA:17 – Global Historical			Pro Forma Adjustments			Fair Value of CPA:17 – Global Assets Acquired and Liabilities Assumed
Assets
Land, buildings and improvements – operating leases	$	2,760,620		$	164,810	(4)	$	2,925,430
Land, buildings and improvements – operating properties		348,710			45,903	(4)		394,613
Net investments in direct financing leases		501,539			134,976	(4)		636,515
In-place lease and other intangible assets		636,127			250,366	(4)		886,493
Above-market rent intangible assets		96,656			202,838	(4)		299,494
Accumulated depreciation and amortization		(672,274	)		672,274	(4)		—
Equity investments in real estate		397,896			(229,291)	(3)		244,348
					75,743	(4)
Assets held for sale, net		3,189			—	(5)		3,189
Cash and cash equivalents		90,994			—	(5)		90,994
Other assets, net		306,463			(100,010)	(6)		206,453
Total assets		4,469,920			1,217,609			5,687,529
Liabilities
Non-recourse mortgages, net		1,811,822			74,199	(4)		1,886,021
Senior Credit Facility, net		85,974			19	(4)		85,993
Accounts payable, accrued expenses and other liabilities		130,314			915	(7)		131,229
Below-market rent and other intangible liabilities, net		58,960			78,445	(4)		137,405
Deferred income taxes		26,983			52,725	(10)		79,708
Due to affiliates		9,510			(9,510)	(8)		—
Distributions payable		57,349			(2,621)	(8)		54,728
Total liabilities		2,180,912			194,172			2,375,084
Total identifiable net assets		2,289,008			1,023,437			3,312,445
Noncontrolling interests		(106,010	)		101,062	(3)(4)		(4,948	)
Goodwill		304			216,531	(9)		216,835
Estimate of consideration expected to be transferred	$	2,183,302		$	1,341,030		$	3,524,332

(1)

Prior to the Merger, W. P. Carey held an equity interest in CPA:17 – Global of 4.57% as well as its 0.009% interest in the General Partnership of CPA:17 – Global, which had carrying values of $133.8 million and $0 million, respectively, on W. P. Carey's historical balance sheet. The pro forma adjustment reflects the acquisition of a controlling interest resulting in a net gain of $24.9 million.

(2)

Prior to the Merger, W. P. Carey had noncontrolling interests accounted for as equity method investments in five joint ventures and one tenancy-in-common that were co-owned by CPA:17 – Global. The pro forma adjustment eliminates the historical

5

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (Continued)

carrying value of W. P. Carey's prior interests of $123.4 million, resulting in a net gain of $26.2 million.

(3)

Prior to the Merger, W. P. Carey had controlling interests accounted for as consolidated investments in six less-than-wholly-owned joint ventures that were co-owned by CPA:17 – Global. The pro forma adjustment eliminates the historical carrying value of CPA:17 – Global's equity interest in all of its joint ventures with W. P. Carey of $229.3 million. Additionally, the pro forma adjustment eliminates the historical carrying value of the noncontrolling interests related to these wholly-owned investments of $211.5 million, resulting in a reduction of additional paid-in capital of $102.6 million. Prior to the Merger, CPA:17 – Global had controlling interests accounted for as consolidated investments in five less-than-wholly-owned joint ventures that were co-owned by W. P. Carey. The pro forma adjustment eliminates the historical carrying value of the noncontrolling interests related to these wholly-owned investments of $99.5 million. Additionally, the pro forma adjustment reflects adjustments of $1.5 million to reduce the carrying value of CPA:17 – Global's two remaining noncontrolling interests for joint ventures that are co-owned by third parties to their fair value.

(4)

The pro forma adjustment reflects adjustments to record assets acquired and liabilities assumed at their estimated fair values.

The value of the In-place lease and other intangible assets (including ground lease assets) increased by $250.4 million, which is primarily due to an increase in the estimated costs associated with re-leasing properties, including higher leasing commissions necessary in the market in order to help attract tenants, and generally a longer time period in which to lease/re-lease a property. The value of the Above-market lease intangible assets has increased by $202.8 million. While the majority of CPA:17 – Global's leases have not "reset" to current market rates since the property acquisition, contract lease payments have increased due to rent escalation clauses contained in the leases. This has resulted in a larger difference between market rates and current contractual rates than at the time of acquisition of the property by CPA:17 – Global.

The acquired Intangible liabilities (including ground lease liabilities) increased by $78.4 million and are related primarily to Below-market lease intangible liabilities. There are a number of factors that contribute to the increase in Below-market lease intangibles, such as (i) leases in the portfolio which have "reset" to market since their initial acquisition by CPA:17 – Global (e.g., tenants have exercised fair market rent renewal options or there has been a lease restructuring) and are now below market, due to increases in market rent that have outpaced the contractual rent increases, or (ii) properties that are located in markets where the market has seen rent appreciation for the specific property type owned by CPA:17 – Global (e.g., industrial, office, etc.) above the contractual rent steps contained in the CPA:17 – Global leases.

(5)

The historical carrying value of this item approximates fair value, and therefore, there was no pro forma adjustment required.

(6)

The pro forma adjustment of $98.0 million in Other assets primarily includes elimination of unamortized straight-line rents of $104.2 million, partially offset by a net increase of $6.2 million related to miscellaneous immaterial adjustments. Additionally, the $2.0 million reduction of deferred income tax assets discussed in (10) below is reflected in Other assets.

6

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (Continued)

(7)

The pro forma adjustment in Accounts payable, accrued expenses and other liabilities of $1.6 million represents the elimination of CPA:17 – Global deferred straight-line rent liabilities, offset by the assumption of $2.5 million of accounts payable and deferred rental income discussed below (Note J).

(8)

The pro forma adjustment eliminates intercompany amounts between CPA:17 – Global and W. P. Carey, as all such amounts would have been eliminated in consolidation upon consummation of the Merger.

(9)

The resulting pro forma Goodwill of $216.8 million reflects the difference between the total consideration and the estimated fair value of the assets acquired and liabilities assumed. The amount of goodwill is subject to change based on the preliminary nature of the fair value estimates for the assets acquired and liabilities assumed. An increase/decrease of 1% in the share price of W. P. Carey would increase/decrease the total consideration by $35.3 million, which would be reflected in these unaudited pro forma combined financial statements as an increase or decrease to goodwill.

(10)

For those properties subject to income taxes in foreign jurisdictions or in our U.S. taxable REIT subsidiaries, we recognized a reduction of deferred income tax assets of $2.0 million and an increase in our deferred income tax liabilities of $47.5 million, representing the tax effect of the difference between the tax basis carried over and the fair value of the tangible and intangible assets recorded at the date of acquisition.

B.

The pro forma adjustment reflects the elimination of CPA:17 – Global's acquired equity.

C.

In connection with the merger, CPA:17 – Global's credit facility will be paid in full and terminated at closing. The pro forma adjustment reflects the paydown of CPA:17 – Global outstanding borrowings and new borrowings under the W. P. Carey credit facility. The impact on interest rates of this pay-down is not deemed material.

D.

Rental income – Reflects a pro forma net decrease in Rental income of $5.4 million and $23.0 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, due to purchase accounting adjustments to reflect the amortization of acquired intangibles, described below, for leases that have rents above or below market rates and the reevaluation of acquired straight-line rents.

In connection with the acquisition of the properties subject to leases, $299.5 million of the purchase price has been allocated to reflect the value attributable to the assumption of leases with rents in excess of market rates at acquisition. The intangible assets related to the assumption of these above-market leases are amortized as a reduction to rental income, using the straight-line method, over the remaining terms of the applicable leases, which range from one to 44 years with a weighted-average life of 12.4 years. Additionally, $137.4 million of the purchase price has been allocated as Below-market rent intangibles to reflect the value attributable to the assumption of leases with rents that are below market rates at acquisition. Below-market rent is amortized as an increase to rental income over the remaining initial, non-cancellable terms of the applicable leases. Their terms range from two to 49 years with a weighted-average life of 12.3 years.

E.

Interest income from direct financing leases – Reflects a pro forma adjustment of $4.4 million and $8.7 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, to recognize a reduction of interest income from acquired direct financing leases.

F.

Depreciation and amortization – Reflects a pro forma adjustment of $18.9 million and $36.6 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, for

7

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (Continued)

the change in Depreciation and amortization of acquired tangible assets (buildings and site improvements) and in-place leases representing the difference between the estimated fair value and acquired carrying values. Included in these amounts are depreciation and amortization related to operation of the tenancy-in-common interest discussed below (Note J). Buildings and site improvements are depreciated over the remaining useful life ranging from 10 to 40 years. In-place lease values are amortized over the remaining, non-cancellable terms of the applicable leases, which range from one to 49 years.

Property expenses – Reflects a pro forma adjustment of $0.2 million and $0.4 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, for the net amortization of acquired above and below market ground lease intangibles of $3.0 million and $20.6 million, respectively. Above/below market ground lease values are amortized over the remaining initial, non-cancellable terms of the applicable leases, which range from one to 99 years.

G.

Interest expense – Reflects a pro forma adjustment to record a decrease in Interest expense of $3.6 million and $7.9 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, related to the fair value adjustment of the assumed mortgage notes payable being amortized over the remaining terms of the notes.

H.

Equity in earnings of equity method investments in the Managed Programs and real estate – Reflects pro forma adjustments (i) to reverse equity income recorded in W. P. Carey's historical statements of income related to real estate investments consolidated in the Merger (including the tenancy-in-common investment described in Note J), as well as equity earnings recorded in CPA:17 – Global's historical statements related to real estate investments consolidated by W. P. Carey prior to the Merger, totaling $15.8 million and $26.7 million, (ii) to reflect the amortization of basis differences related to the change in fair value of equity method investments formerly held by CPA:17 – Global of $1.7 million and $3.4 million, and (iii) to reflect the reversal of equity income from CPA:17 – Global included in the historical statements of income for W. P. Carey of $13.1 million and $29.2 million, for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively.

I.

Reflects adjustments to eliminate activities between W. P. Carey and CPA:17 – Global included in the respective historical financial statements, as all such revenues, expenses and interests would have been eliminated in consolidation had the Merger occurred on January 1, 2017. These pro forma adjustments for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, comprise (i) the reversal of Asset management fee revenue of $15.0 million and $29.4 million, respectively, Structuring revenues of $0.2 million and $9.1 million, respectively, and related interest on deferred structuring fees of $0.1 million and $0.3 million, respectively earned by W. P. Carey from CPA:17 – Global, (ii) the reversal of Reimbursed costs from affiliates of $3.6 million and $9.8 million, respectively, related to costs formerly charged by W. P. Carey to CPA:17 – Global, (iii) a reversal of Reimbursable costs included in operating expenses corresponding to the prior adjustment in the amounts of $3.6 million and $9.8 million, respectively, and (iv) the reversal of Property expenses of $15.0 million and $29.4 million, respectively, representing the Asset management fees paid by CPA:17 – Global described above.

Additional pro forma adjustments to General and administrative expenses reflect the reversal of $1.5 million and $3.3 million of recurring fees and expenses that were included in the historical financial statements of CPA:17 – Global for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, which will be eliminated as a result of the merger.

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NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (Continued)

The pro forma adjustments also reflect the reversal of Other expenses associated with the Merger of $5.5 million and $0.6 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively.

J.

Reflects the operations of a tenancy-in-common interest previously reflected by each of W. P. Carey and CPA:17 – Global as income from equity investments in real estate. The tenancy-in-common will be consolidated by W. P. Carey at the time of merger. The pro forma adjustment comprises primarily (i) increases in Rental income of $6.6 million and $12.0 million, (ii) an increase in Interest expense of $1.2 million and $2.2 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, (iii) an income tax benefit of $0.8 million and $1.0 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively and (iv) the consolidation of a $5.2 million deferred income tax liability and $2.5 million of accounts payable and deferred rental income as of June 30, 2018. Depreciation and amortization related to this investment is included in the adjustment above (Note F). Equity in earnings of equity method investments in the Managed Programs and real estate related to this investment is included in the adjustment above (Note H).

K.

Benefit from (provision) for income taxes – As a result of the Merger, Asset management revenue and certain other taxable revenues of W. P. Carey have been eliminated (Note I). The pro forma adjustment for an income tax benefit of $2.1 million and $7.1 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively, reflects the income tax impact related to the elimination of these transactions. The pro forma adjustment for an income tax expense of $0.2 million and an income tax benefit of $1.1 million primarily reflects the income tax impact on pro forma adjustments based on an applicable foreign statutory tax rate in effect during the six months ended June 30, 2018 and the year ended December 31, 2017, respectively. The tax rates utilized represent the applicable tax rates that were enacted as of the last day of the reporting period.

The $8.4 million adjustment to distributions in excess of accumulated earnings on the pro forma balance sheet reflects the tax expense primarily related to the recognition of deferred revenue due to the accelerated vesting of restricted shares previously issued by CPA:17 – Global for asset management fees, and the establishment of a partial valuation allowance on the deferred tax assets of Carey Asset Management Corp, due to the elimination of revenue related to fees paid by CPA:17 – Global to Carey Asset Management Corp. as of June 30, 2018.

Not reflected in the pro forma financial statements above are expected transfer taxes resulting from the Merger which W. P. Carey currently estimates to be in the range of $23 million – $38 million.

L.

Net income attributable to noncontrolling interests – Reflects the change in the proportional share of the operations as of the date of the Merger and the difference between the fair value and acquired carrying value of the underlying net assets in acquired noncontrolling interests.

M.

Earnings per share – Basic and diluted pro forma earnings per share reflect the additional shares expected to be issued as part of the Merger, which are deemed to be outstanding as of January 1,

9

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (Continued)

2017 for the pro forma basic and diluted earnings per share calculation. Thus, the pro forma outstanding shares are calculated as follows:

	Historical
			Pro Forma Adjustments
	W. P. Carey				Pro Forma
For the six months ended June 30, 2018
Basic		108,058,671		53,861,327		161,919,998
Diluted		108,243,063		53,861,327		162,104,390
For the year ended December 31, 2017
Basic		107,824,738		53,861,327		161,686,065
Diluted		108,035,971		53,861,327		161,897,298

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Exhibit 99.3

W. P. CAREY UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET As of June 30, 2018 (in thousands)
W. P. CAREY UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME For the Six Months Ended June 30, 2018 (in thousands, except share and per share amounts)
W. P. CAREY UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME For the Year Ended December 31, 2017 (in thousands, except share and per share amounts)
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION