---

---

---

---

•	our wholly-owned commercial real estate investments;

•	our co-owned commercial real estate investments;

•	our investments in the shares of the Managed REITs; and

•	our participation in the cash flows of the Managed REITs.

•	We earn dealer manager fees in connection with the public offerings of the Managed REITs;

•	We structure and negotiate investments and debt placement transactions for the Managed REITs, for which we earn structuring revenue;

•	We manage the portfolios of the Managed REITs’ real estate investments, for which we earn asset-based management revenue;

•	The Managed REITs reimburse us for certain costs that we incur on their behalf, consisting primarily of broker-dealer commissions and marketing costs while we are raising funds for their public offerings, and certain personnel and overhead costs; and

•	We may also earn incentive and disposition revenue and receive other compensation in connection with providing liquidity alternatives to the Managed REITs’ stockholders.

---

---

---

•	Number of properties – 783 net-leased properties, two self-storage properties, and two hotels;

•	Total net-leased square footage – 87.3 million; and

•	Occupancy rate – approximately 98.6%.

•	Number of tenants – 219;

•	Investment-grade tenants – 26%;

•	Weighted-average remaining lease term – 9.1 years;

•	94% of our leases provide rent adjustments as follows:

◦	CPI and similar – 71%

◦	fixed – 23%

---

---

•	allocating funds based on numerous factors, including cash available, diversification/concentration, transaction size, tax, leverage, and fund life;

•	all “split transactions,” where we co-invest with any CPA® REIT, are subject to the approval of the independent directors of the CPA® REIT;

•	investment allocations are reviewed as part of the annual advisory contract renewal process of each CPA® REIT; and

•	quarterly review of all of our investment activities and the investment activities of the CPA® REITs by the independent directors of the CPA® REITs.

•	changing governmental rules and policies;

•	enactment of laws relating to the foreign ownership of property and laws relating to the ability of foreign entities to remove invested capital or profits earned from activities within the country to the United States;

•	expropriation of investments;

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

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

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

---

•	tax requirements vary by country, and existing foreign tax laws and interpretations may change, and as a result we may be subject to additional taxes on our international investments;

•	changes in relative interest rates;

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

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

•	changes in land use and zoning laws;

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

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

---

•	increasing our vulnerability to general adverse economic and industry conditions;

•	limiting our ability to obtain additional financing to fund future working capital, capital expenditures, and other general corporate requirements;

•	requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on its indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures, and general corporate requirements;

•	limiting our flexibility in planning for, or reacting to, changes in our business and industry; and

•	putting us at a disadvantage compared to our competitors with comparatively less indebtedness.

---

•	our cash flow may be insufficient to meet our debt service obligations with respect to our existing or potential future indebtedness, which would enable lenders and other debtholders to accelerate the maturity of their indebtedness, or may be insufficient to fund other important business uses after meeting such obligations;

•	we may violate restrictive covenants in our debt agreements, which would entitle lenders and other debtholders to accelerate the maturity of their indebtedness;

•	debt service requirements and financial covenants relating to our indebtedness may limit our ability to maintain our REIT qualification;

•	we may be unable to hedge our debt, counterparties may fail to honor their obligations under any of our hedge agreements, such agreements may not effectively hedge interest rate or currency fluctuation risk, and, upon the expiration of any of our hedge agreements, we would be exposed to then-existing market rates of interest or currency exchange rates and future rate volatility;

•	because a portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest expense;

•	we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, in order to pay our debt service or if we fail to meet our debt service obligations, in whole or in part;

•	upon any default on our secured indebtedness, the lenders may foreclose on our properties or our interests in the entities that own the properties that secure such indebtedness and receive an assignment of rents and leases; and

•	we may be unable to raise additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to capitalize upon acquisition opportunities or meet operational needs.

•	our business, financial condition, liquidity, results of operations, AFFO and prospects and market conditions at the time; and

•	restrictions in the agreements governing our indebtedness.

---

---

---

•	adverse changes in general or local economic conditions;

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

•	changes in interest rates and operating expenses;

•	competition for tenants;

•	changes in market rental rates;

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

•	renewal of leases at lower rental rates;

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

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

•	uninsured property liability, property damage or casualty losses;

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

•	exposure to environmental losses;

•	changes in foreign exchange rates; and

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

---

•	the loss of lease or interest and principal payments;

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

•	litigation;

•	a reduction in the value of our shares; and

•	a decrease in distributions to our stockholders.

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

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

---

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

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

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

---

---

•	it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; or

•	it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

---

•

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

•

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

---

---

•	actual or anticipated variations in our operating results, earnings, or liquidity, or those of our competitors;

•	changes in our dividend policy;

•	publication of research reports about us, our competitors, our tenants or the REIT industry;

•	changes in market valuations of similar companies;

•	speculation in the press or investment community;

•	our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts;

•	increases in market interest rates, which may lead investors to demand a higher dividend yield for our common stock and would result in increased interest expense on our debt;

•	adverse market reaction to the amount of maturing debt in the near and medium term and our ability to refinance such debt and the terms thereof;

•	adverse market reaction to any additional indebtedness we incur or equity or equity-related securities we issue in the future;

•	changes in our credit ratings;

•	actual or perceived conflicts of interest;

•	additions or departures of key management personnel;

•	our compliance with generally accepted accounting principles and policies;

•	our compliance with the listing requirements of the New York Stock Exchange;

•	the financial condition, liquidity, results of operations and prospects of our tenants;

•	failure to maintain our REIT qualification;

•	actions by institutional stockholders;

•	speculation in the investment community or the press;

•	general market and economic conditions, including the current state of the credit and capital markets; and

•	the realization of any of the other risk factors presented in this Report or in subsequent reports that we file with the SEC.

---

•	as a result of the issuances of shares of our common stock in connection with the CPA® :16 Merger and the Equity Offering, the total amount of cash required for us to pay dividends at our current rate has increased;

•	there is no assurance that rents from our properties will increase, or that future acquisitions will increase our cash available for distribution to stockholders, and we may not have enough cash to pay such dividends due to changes in our cash requirements, capital plans, cash flow, or financial position;

•	decisions on whether, when, and in which amounts to make any future distributions will remain at all times entirely at the discretion of our board of directors, which reserves the right to change our dividend practices at any time and for any reason, including but not limited to, our earnings, our financial condition, maintaining our REIT status,

---

•	the amount of dividends that our subsidiaries may distribute to us may be subject to restrictions imposed by state law, restrictions that may be imposed by state regulators, and restrictions imposed by the terms of any current or future indebtedness that these subsidiaries may incur;

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

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

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

---

---

---

---

---

---

(a)	Cash distributions declared in the fourth quarter of 2013 include a special distribution of $0.110 per share paid in January 2014 to stockholders of record at December 31, 2013.

---

(a)	Prices in the tables above reflect the price of the Listed Shares of our predecessor through the date of the CPA®:15 Merger and our REIT conversion on September 28, 2012 (Note 3) and the price of our common stock thereafter.

---

(a)	The year ended December 31, 2014 includes the impact of the CPA®:16 Merger, which was completed on January 31, 2014. The years ended December 31, 2014, 2013, and 2012 include the impact of the CPA®:15 Merger, which was completed on September 28, 2012 (Note 3).

(b)	The year ended December 31, 2011 includes $52.5 million of incentive, termination and subordinated disposition revenue recognized in connection with the merger between CPA®:16 – Global and Corporate Property Associates 14 Incorporated, or CPA®:14, in May 2011.

(c)	The year ended December 31, 2013 includes a special distribution of $0.110 per share paid in January 2014 to stockholders of record at December 31, 2013.

(d)	Net investments in real estate consists of Net investments in properties, Net investments in direct financing leases, and Assets held for sale, as applicable.

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

(f)	The year ended December 31, 2014 includes our $500.0 million 4.6% senior unsecured notes. The year ended December 31, 2013 includes the $300.0 million unsecured term loan obtained in July 2013, or the Unsecured Term Loan, and the year ended December 31, 2012 includes the $175.0 million term loan facility (Note 11), which was drawn down in full in connection with the CPA®:15 Merger (Note 3).

(g)	Represents scheduled mortgage principal payments.

---

---

•	On March 14, 2014, we issued $500.0 million of 4.6% senior unsecured notes, at a price of 99.639% of par value, in our inaugural public debt offering. These senior unsecured notes have a ten-year term and are scheduled to mature on April 1, 2024.

•

On January 15, 2015 (Note 19), we exercised the Accordion Feature on our Senior Unsecured Credit Facility (Note 11), which increased the maximum borrowing capacity under our Revolver from $1.0 billion to $1.5 billion. We also amended the Senior Unsecured Credit Facility as follows: (i) established a new $500.0 million accordion feature that, if exercised, subject to lender commitments, would increase our maximum borrowing capacity to $2.25 billion, and

---

•	On January 21, 2015, we issued €500.0 million ($591.7 million) of 2.0% senior unsecured notes, at a price of 99.22% of par value, in a registered public offering (Note 19). These 2.0% senior unsecured notes have an eight-year term and are scheduled to mature on January 20, 2023.

•	On January 26, 2015, we issued $450.0 million of 4.0% senior unsecured notes, at a price of 99.372% of par value, in a registered public offering (Note 19). These 4.0% senior unsecured notes have a ten-year term and are scheduled to mature on February 1, 2025.

•	During 2014, we invested $25.0 million in a BDC (Note 7), which we formed as part of our efforts to diversify the funds that we manage. In February 2015, one of our subsidiaries became a registered investment advisor with regard to that BDC.

•	During 2014, we structured investments in ten properties, two follow-on equity investments, and a foreign debenture for an aggregate of $291.3 million, inclusive of acquisition-related costs, on behalf of CPA®:17 – Global. Two of these investments are jointly-owned with CPA®:18 – Global. Approximately $202.3 million was invested internationally and $89.0 million was invested in the United States.

•	During 2014, we structured investments in 54 properties and a note receivable for an aggregate of $911.7 million, inclusive of acquisition-related costs, on behalf of CPA®:18 – Global. Two of these investments are jointly-owned with CPA®:17 – Global. Approximately $469.2 million was invested in the United States, $373.3 million was invested in Europe, and $69.2 million was invested in Africa.

•	During 2014, we structured investments in nine domestic hotels for a total of $677.2 million, inclusive of acquisition-related costs, on behalf of CWI.

•	On July 25, 2013, CPA®:16 – Global, which commenced operations in 2003, entered into a definitive merger agreement with us and we completed the CPA®:16 Merger, which we structured as a liquidity event for the stockholders of CPA®:16 – Global, on January 31, 2014 (Note 3).

•	During 2014, we arranged mortgage financing totaling $92.8 million for CPA®:17 – Global, $466.4 million for CPA®:18 – Global, and $408.8 million for CWI.

•	CPA®:18 – Global commenced its initial public offering in May 2013 and through December 31, 2014 raised approximately $1.1 billion, of which $905.8 million was raised during the year ended December 31, 2014.

•

In May 2014, the board of directors of CPA®:18 – Global approved the discontinuation of sales of its class A shares of common stock as of June 30, 2014 in order to moderate the pace of its fundraising. In order to facilitate the final sales of its class A shares and the continued sales of its class C shares of common stock, the board of directors of CPA®:18 – Global also approved the reallocation of up to $250.0 million of its shares of common stock registered under its dividend reinvestment plan, to its initial public offering. In December 2014, CPA®:18 – Global announced that it

---

•

CWI commenced its follow-on offering in December 2013, after completion of its initial public offering in September 2013. In August 2014, CWI reallocated $200.0 million of its common stock registered under its dividend reinvestment plan to its follow-on offering. In December 2014, CWI reallocated an additional $60.0 million of its common stock registered under its dividend reinvestment plan to its follow-on offering. CWI completed fundraising in its follow-on offering on December 31, 2014. Through the initial public offering and the follow-on offering, CWI raised a total of $1.2 billion, of which $577.4 million was raised through its follow on-offering during the year ended December 31, 2014.

•

In June 2014, CWI 2 filed a registration statement on Form S-11 with the SEC to sell up to $1.0 billion of its common stock, in an initial public offering plus up to an additional $400.0 million of its common stock under its dividend reinvestment plan. In January, 2015, CWI 2 amended its registration statement, so that the offering is for up to $1.4 billion of its common stock plus up to an additional $600 million of its common stock through its dividend reinvestment plan. The registration statement was declared effective by the SEC on February 9, 2015. As of the date of this Report, CWI 2 has not yet admitted any shareholders.

•

In September 2014, two feeder funds for CCIF, a BDC, each filed registration statements on Form N-2 with the SEC to sell up to 50,000,000 and 21,000,000 shares of common stock, respectively, and intend to invest the net proceeds of their public offerings in CCIF. We refer to the feeder funds together with CCIF as the BDCs. As of the date of this Report, these registration statements have not been declared effective by the SEC, and there can be no assurance as to whether or when any such offerings would be commenced.

•	Lease revenue and property level contribution from properties acquired in the CPA®:16 Merger on January 31, 2014 were $250.5 million and $142.6 million, respectively, for the year ended December 31, 2014;

•	We recognized a Gain on change in control of interests of $105.9 million in connection with the CPA®:16 Merger during the year ended December 31, 2014 (Note 3);

•	We received an aggregate of $13.5 million in lease termination income in connection with the early termination of two leases during the second quarter of 2014;

•	Asset management revenue from CPA®:16 – Global decreased by $16.3 million for the year ended December 31, 2014 as compared to 2013 due to the cessation of asset management fees from CPA®:16 – Global upon completion of the CPA®:16 Merger on January 31, 2014;

•	We incurred interest expense on our $500.0 million 4.6% senior unsecured notes issued in March 2014 of $18.5 million during the year ended December 31, 2014 (Note 11);

•	We incurred costs in connection with the CPA®:16 Merger of $30.5 million during the year ended December 31, 2014;

•	We issued 30,729,878 shares on January 31, 2014 to stockholders of CPA®:16 – Global as part of the merger consideration in connection with the CPA®:16 Merger;

•	We paid cash distributions on shares issued in connection with the CPA®:16 Merger totaling $84.0 million during the year ended December 31, 2014; and

•	We issued 4,600,000 shares in the Equity Offering in September 2014.

---

•	We recognized a net gain of $39.6 million on the sale of 19 self-storage properties during 2013, inclusive of amounts attributable to noncontrolling interests of $24.4 million;

•	Lease revenue and property level contribution was favorably impacted by $166.5 million and $96.5 million, respectively, for the year ended December 31, 2013 as compared to 2012, due to revenue generated from the properties acquired in the CPA®:15 Merger on September 28, 2012;

•	Asset management revenue decreased by $18.5 million for the year ended December 31, 2013 as compared to 2012, as a result of the CPA®:15 Merger in September 2012, which reduced the asset base from which we earn Asset management revenue;

•	We incurred costs in connection with the CPA®:16 Merger of $5.0 million in 2013 and the CPA®:15 Merger of $31.7 million in 2012;

•	We paid cash distributions on shares issued in connection with the CPA®:15 Merger totaling $89.6 million during the year ended December 31, 2013; and

•	We issued of 28,170,643 shares on September 28, 2012 to stockholders of CPA®:15 in connection with the CPA®:15 Merger.

(a)

We consider the performance metrics listed above, including Adjusted funds from operations, previously referred to as Funds from operations – as adjusted, or AFFO, a supplemental measure that is not defined by GAAP, referred to as a non-GAAP measure, to be important measures in the evaluation of our results of operations and capital resources. We evaluate our results of operations with a primary focus on the ability to generate cash flow necessary to meet our objective of funding distributions to stockholders. See Supplemental Financial Measures below for our definition of this non-GAAP measure and a reconciliation to its most directly comparable GAAP measure.

(b)	Amount for the year ended December 31, 2014 includes the dilutive impact of the 4,600,000 shares issued in the Equity Offering on September 30, 2014 and the 30,729,878 shares issued to stockholders of CPA®:16 – Global in connection with the CPA®:16 Merger on January 31, 2014.

(c)	Amount for the year ended December 31, 2013 includes the dilutive impact of the 28,170,643 shares issued to stockholders of CPA®:15 in connection with the CPA®:15 Merger on September 28, 2012.

---

---

(a)	Amounts represent net-leased properties as of December 31, 2014, including 335 properties acquired from CPA®:16 – Global in the CPA®:16 Merger in January 2014 with a total fair value of approximately $3.7 billion (Note 3), 11 of which were sold during the year ended December 31, 2014.

(b)

Operating properties include two self-storage properties with an average occupancy of 92.3% at December 31, 2014, and two hotel properties acquired from CPA®:16 – Global in the CPA®:16 Merger with an average occupancy of 83.2% for the year ended December 31, 2014. Operating properties at December 31, 2013 and 2012 were held within one consolidated investment, which was jointly-owned with an unrelated third-party and two employees, in 20 jointly-owned self-storage properties, as well as a hotel and a wholly-owned self-storage property. We sold 19 of the jointly-owned self-storage properties and the hotel in the fourth quarter of 2013.

(c)

The amount for the year ended December 31, 2014 includes our $500.0 million 4.6% senior unsecured notes and our $1.25 billion Senior Unsecured Credit Facility (Note 11). The amount for the year ended December 31, 2013 includes a $300.0 million Unsecured Term Loan, and the amount for the year ended December 31, 2012 includes a $175.0 million term loan facility obtained in connection with the CPA®:15 Merger (Note 3), each of which was repaid in full and terminated on January 31, 2014 when we entered into our Senior Unsecured Credit Facility.

(d)	Amount for the year ended December 31, 2014 includes acquisition-related costs, recognized as expense in the consolidated financial statements. Amount for the year ended December 31, 2012 does not include our acquisition of a 52.63% ownership interest in Marcourt Investments Inc., or Marcourt, in connection with the CPA®:15 Merger.

(e)	The average conversion rate for the U.S. dollar in relation to the euro increased during each of the years ended December 31, 2014 and 2013, as compared to their respective prior years, resulting in a positive impact on earnings in 2014 and 2013 from our euro-denominated investments.

---

(f)	Many of our lease agreements and those of the CPA® REITs include contractual increases indexed to changes in the CPI or similar indices in the jurisdictions in which the properties are located.

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

(b)	We acquired this investment in December 2014.

---

---

(a)

Other properties in the East include assets in Connecticut, South Carolina, Kentucky, Maryland, New Hampshire, Vermont, and West Virginia. Other properties in the West include assets in Washington, New Mexico, Nevada, Oregon, Wyoming, and Alaska. Other properties in the South include assets in Alabama, Louisiana, Arkansas, Mississippi, and Oklahoma. Other properties in the Midwest include assets in Missouri, Minnesota, Kansas, Wisconsin, Nebraska, and Iowa.

(b)	Includes assets in Norway, the Netherlands, Hungary, Belgium, Sweden, Canada, Mexico, Thailand, Malaysia, and Japan.

(c)	Includes ABR from tenants within the following property types: hotels, learning center, sports facility, theater, and residential.

---

(a)	Includes ABR from tenants in the following industries: banking; mining, metals, and primary metal industries; and forest products and paper.

---

(a)	Assumes tenant does not exercise renewal option.

(b)	Month-to-month leases are included in 2015 ABR.

---

---

---

---

---

---

•	$14.0 million recognized on a property as a result of tenant not renewing the lease;

•	$3.8 million recognized on ten properties with expiring leases and one tenant that vacated a property;

•	$3.5 million recognized on a property previously leased to a tenant who filed for bankruptcy and vacated the property;

•	$0.6 million recognized on two properties as a result of an other-than-temporary declines in the estimated fair values of the buildings’ residual values; and

•	$1.2 million recognized on two other properties that are vacant.

---

(a)	CPA®:15 merged with and into us on September 28, 2012 (Note 3) in the CPA®:15 Merger. See Gain on Change in Control of Interests below for discussion on the gain recognized.

(b)	Amount for 2012 includes a loss of $4.4 million representing our share of the $23.9 million of impairment charges recognized by CPA®:16 – Global.

(c)

In May 2011, we acquired a special member interest, or the Special Member Interest, in CPA®:16 – Global’s operating partnership, which we recorded as an equity investment at fair value with an equal amount recorded as deferred revenue (Note 4). On January 31, 2014, we acquired all the remaining interests in CPA®:16 – Global through the CPA®:16 Merger, and as a result, we now consolidate the operating partnership. See Gain on Change in Control of Interests below for discussion on the gain recognized.

(d)	We are entitled to receive distributions of our share of earnings up to 10% of the Available Cash from the operating partnerships of each of the Managed REITs, as defined in their respective operating partnership agreements. Distributions of Available Cash received and earned from the Managed REITs increased primarily as a result of new investments that they entered into during 2014 and 2013.

(e)	We acquired our interests or additional interests in these investments in the CPA®:16 Merger in January 2014 (Note 7). Amount for 2013 includes our $8.4 million share of the German real estate transfer tax incurred by Hellweg Die Profi-Baumärkte GmbH & Co. KG, or Hellweg 2 (Note 7).

(f)	During the year ended December 31, 2014, we received a preferred equity position in Beach House JV, LLC, as part of a sale of a property. The preferred equity, redeemable on March 13, 2019, provides us with a preferred rate of return of 8.5%.

---

(g)	We sold one equity investment in the second quarter of 2013 and recognized a gain on the sale of $19.5 million. We also sold another equity investment in the fourth quarter of 2013. The amount for 2012 includes $15.1 million representing our portion of the net gain recognized by a jointly-owned entity upon selling its equity shares in an investment in the second quarter of 2012.

(h)	We acquired additional interests in these investments from CPA®:16 – Global and CPA®:15 in the CPA®:16 Merger and CPA®:15 Merger, respectively. Subsequent to the mergers, we consolidate these majority-owned or wholly-owned investments.

---

---

---

(a)	Includes properties owned by CPA®:16 – Global and CPA®:17 – Global at December 31, 2012. Includes properties owned by CPA®:16 – Global, CPA®:17 – Global, and CPA®:18 – Global at December 31, 2013. Includes properties owned by CPA®:17 – Global and CPA®:18 – Global at December 31, 2014. Includes hotels owned by CWI for all periods.

(b)	Represents the estimated fair value of the real estate assets owned by the Managed REITs, which was calculated by us as the advisor to the Managed REITs based in part upon third-party appraisals, plus cash and cash equivalents, less distributions payable.

(c)	The follow-on offering of CPA®:17 – Global was closed in January 2013.

(d)	Excludes reinvested distributions through each entity’s distribution reinvestment plan.

(e)	Reflects funds raised since the commencement of CPA®:18 – Global’s initial public offering in May 2013. CPA®:18 – Global discontinued the sales of its Class A shares on June 30, 2014 and currently intends to close its initial public offering, which as of the date of this Report consists solely of its Class C shares, on or about March 27, 2015.

(f)	Reflects funds raised in CWI’s initial public offering, which was closed on September 15, 2013, and CWI’s follow-on offering, which commenced on December 20, 2013 and closed on December 31, 2014.

---

---

---

---

---

---

---

(a)	As described in Note 13, in October 2014 we utilized $225.8 million of net proceeds from the Equity Offering to pay down a portion of the amount outstanding under the Revolver. As described in Note 11, in January 2014, the Prior Senior Credit Facility and Unsecured Term Loan were repaid and terminated with borrowings under the Senior Unsecured Credit Facility.

---

•	Cash and cash equivalents totaling $198.7 million. Of this amount, $117.2 million, at then-current exchange rates, was held in foreign subsidiaries and we could be subject to restrictions or significant costs should we decide to repatriate these amounts;

•	Our Revolver, with unused capacity of $192.5 million, excluding amounts reserved for outstanding letters of credit. Our lender has issued letters of credit totaling $1.1 million on our behalf in connection with certain contractual obligations, which reduce amounts that may be drawn under the facility; and

•	We also had unleveraged properties that had an aggregate carrying value of $2.3 billion at December 31, 2014, although there can be no assurance that we would be able to obtain financing for these properties.

---

(a)	Excludes the unamortized fair market value adjustment of $6.9 million resulting from the assumption of property-level debt in connection with the CPA®:15 Merger and the CPA®:16 Merger, and the unamortized discount on the 4.6% senior unsecured notes of $1.7 million (Note 11).

(b)	Interest on unhedged variable-rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding at December 31, 2014.

(c)	Our 4.6% senior unsecured notes are scheduled to mature on April 1, 2024. Amounts exclude our €500.0 million 2.0% senior unsecured notes due in 2023 and our $450.0 million 4.0% senior unsecured notes due in 2025, which were issued in separate public offerings during January 2015 (Note 19).

(d)	Our Revolver is scheduled to mature on January 31, 2018 and our Term Loan Facility is scheduled to mature on January 31, 2016.

(e)

Operating and other lease commitments consist primarily of rental obligations under ground leases and the future minimum rents payable on the lease for our principal offices. Pursuant to their respective advisory agreements with us, we are reimbursed by the Managed REITs for their share of overhead costs, which includes a portion of those future minimum rent amounts. Our operating lease commitments are presented net of $8.7 million, which the Managed REITS are obligated to reimburse us.

(f)	Represents a build-to-suit transaction we entered into in December 2013 for the construction of an office building located in Germany. Amount is based on the exchange rate of the euro at December 31, 2014.

(g)	In connection with an investment in Australia, we committed to fund a tenant expansion allowance of $12.1 million. Amount is based on the exchange rate of the Australia dollar at December 31, 2014.

---

(a)	Dollar amounts shown are based on the exchange rate of the euro at December 31, 2014.

(b)	We acquired our interest in this investment from CPA®:16 – Global in the CPA®:16 Merger.

(c)	Dollar amounts shown are based on the exchange rate of the Japanese yen at December 31, 2014.

(d)	In connection with the CPA®:16 Merger in January 2014, we acquired an additional 27% interest in this investment (Note 7).

---

•	a discount rate or internal rate of return;

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

•	carrying costs during the marketing period;

•	leasing commissions and tenant improvement allowances;

•	market rents and growth factors of these rents; and

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

•	the creditworthiness of the lessees;

•	industry surveys;

•	property type;

•	property location and age;

•	current lease rates relative to market lease rates; and

•	anticipated lease duration.

---

•	estimated market rent;

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

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

•	current market conditions and costs to execute similar leases, including tenant improvement allowances and rent concessions.

---

---

---

(a)	Gain on change in control of interests for the year ended December 31, 2014 represents a gain of $75.7 million recognized on our previously-held interest in shares of CPA®:16 – Global common stock and a gain of $30.2 million recognized on the

---

(b)	Gain on change in control of interests for the year ended December 31, 2012 represents a gain of $14.6 million recognized on our previously-held interest in shares of CPA®:15 common stock, and a gain of $6.1 million recognized on the purchase of the remaining interests in five investments from CPA®:15, which we had previously accounted for under the equity method.

(c)

Amount for the years ended December 31, 2014 and 2012 includes reported merger costs as well as income tax expense incurred in connection with the CPA®:16 Merger and the CPA®:15 Merger, respectively. Income tax expense incurred in connection with the CPA®:16 Merger and the CPA®:15 Merger represents the current portion of income tax expense including the permanent difference incurred upon recognition of deferred revenue associated with the accelerated vesting of shares previously issued to us by CPA®:16 – Global and CPA®:15 for asset management and performance fees.

(d)	Represents primarily unrealized gains and losses from foreign currency exchange and derivatives, as well as amounts for the amortization of contracts.

(e)	Other, net for the year ended December 31, 2014 primarily consists of proceeds from the bankruptcy settlement claim with U.S. Aluminum of Canada, a former CPA®:16 – Global tenant that was acquired as part of the CPA®:16 Merger on January 31, 2014, and under GAAP was accounted for in purchase accounting.

(f)	Prior to the second quarter of 2013, this amount was insignificant and therefore not included in the AFFO calculation.

(g)	In connection with the Hellweg 2 restructuring in October 2013, our share of the German real estate transfer tax incurred by Hellweg 2 was $8.4 million (Note 7).

---

(a)	Amounts are based on the exchange rate at December 31, 2014, as applicable.

---

(a)	Amounts are based on the applicable exchange rates at December 31, 2014. Contractual rents and debt obligations are denominated in the functional currency of the country of each property.

(b)	Interest on unhedged variable-rate debt obligations was calculated using the applicable annual interest rates and balances outstanding at December 31, 2014.

---

(c)	We estimate that, for a 1% increase or decrease in the exchange rate between the euro and the U.S. dollar, there would be a corresponding change in the projected estimated property level cash flow at December 31, 2014 of $3.1 million.

(d)	We estimate that, for a 1% increase or decrease in the exchange rate between the British pound sterling and the U.S. dollar, there would be a corresponding change in the projected estimated property level cash flow at December 31, 2014 of $1.1 million.

(e)	We estimate that, for a 1% increase or decrease in the exchange rate between the Australian dollar and the U.S. dollar, there would be a corresponding change in the projected estimated property level cash flow at December 31, 2014 of $1.9 million. There is no related mortgage loan on this investment.

(f)	Other foreign currencies consist of the Canadian dollar, the Malaysian ringgit, the Swedish krona, and the Thai baht.

(g)	Our Revolver is scheduled to mature on January 31, 2018 unless extended pursuant to its terms (Note 11). Borrowings under our Revolver in foreign currencies are designated and effective as economic hedges of our net investments in foreign entities (Note 10).

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

•	Discount rates applied to the estimated net operating income of each property ranged from approximately 4.75% to 15.25%;

•	Discount rates applied to the estimated residual value of each property ranged from approximately 4.75% to 14.00%;

•	Residual capitalization rates applied to the properties ranged from approximately 5.00% to 12.50%;

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

•	Discount rates applied to the property level debt cash flows ranged from approximately 1.80% to 8.75%.

---

(a)

The pro forma income attributable to W. P. Carey for the year ended December 31, 2013 reflects the following income and expenses recognized related to the CPA®:16 Merger as if the CPA®:16 Merger had taken place on January 1, 2013: (i) combined merger expenses through December 31, 2014; (ii) an aggregate gain on change in control of interests of $105.9 million; and (iii) an income tax expense of $4.8 million from a permanent difference upon recognition of taxable income associated with accelerated vesting of shares previously issued by CPA®:16 – Global to us for asset management and performance fees in connection with the CPA®:16 Merger.

(b)	The pro forma weighted-average shares outstanding for the years ended December 31, 2014 and 2013 were determined as if the 30,729,878 shares of our common stock issued to CPA®:16 – Global stockholders in the CPA®:16 Merger were issued on January 1, 2013.

---

---

---

•	Discount rates applied to the estimated net operating income of each property ranged from approximately 3.50% to 14.75%;

•	Discount rates applied to the estimated residual value of each property ranged from approximately 5.75% to 12.50%;

•	Residual capitalization rates applied to the properties ranged from approximately 7.00% to 11.50%.

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

•	Discount rates applied to cash flows ranged from approximately 2.70% to 10.00%.

---

(a)	The pro forma weighted average shares outstanding for the year ended December 31, 2012 were determined as if the 28,170,643 shares of our common stock issued to CPA®:15 stockholders in the CPA®:15 Merger were issued on January 1, 2011.

(a)	Excludes amounts received from third parties.

(b)	CPA®:15 merged with and into us on September 28, 2012.

---

(c)

Upon completion of the CPA®:16 Merger on January 31, 2014, the advisory agreement with CPA®:16 – Global terminated. Pursuant to the terms of the merger agreement, the incentive or termination fee that we would have been entitled to receive from CPA®:16 – Global pursuant to the terms of its advisory agreement was waived upon the completion of the CPA®:16 Merger. The amount shown for the year ended December 31, 2014 reflects transactions through January 31, 2014.

(d)	The advisory agreements with each of the CPA® REITs are scheduled to expire on December 31, 2015 and the advisory agreement with CWI is scheduled to expire on September 30, 2015 unless otherwise renewed.

---

---

---

---

•	$41.9 million for an office building in Chandler, Arizona on March 26, 2014;

•	$47.2 million for a warehouse/distribution facility in University Park, Illinois on May 15, 2014;

•	$117.7 million for an office building in Stavanger, Norway on August 6, 2014. Because we acquired stock in a subsidiary of the seller to complete the acquisition, we assumed the tax basis of the entity that we purchased and recorded an estimated deferred tax liability of $14.7 million. In connection with this business combination, we recorded goodwill of $11.1 million (Note 8);

•	$46.0 million for an office building in Westborough, Massachusetts on August 22, 2014;

•	$56.0 million for an office building in Andover, Massachusetts on October 7, 2014;

•	$29.1 million for an office building in Newport, United Kingdom on October 13, 2014; and

•	$29.0 million for a light-industrial/distribution center in Opole, Poland on December 12, 2014.

•	$138.3 million for 10 industrial and 21 agricultural properties in various locations in Australia on October 28, 2014. We also committed to fund a tenant expansion allowance of $14.8 million;

•	$19.8 million for a manufacturing facility in Lewisburg, Ohio on November 4, 2014; and

•	$378.5 million for 70 office buildings in various locations in Spain on December 19, 2014.

---

•	$72.4 million for an office building in Northfield, Illinois on January 11, 2013; and

•	$52.1 million for an office facility and research and development facility in Tampere, Finland on June 4, 2013.

•	$63.3 million for an office building in Salford, United Kingdom on September 9, 2013;

•	$35.3 million for a logistics facility in Venlo, Netherlands on April 15, 2013;

•	$33.6 million for an office building in Lone Tree, Colorado on November 27, 2013. We also committed to funding a tenant improvement allowance of $5.2 million; and

•	$25.5 million for an office building in Quincy, Massachusetts on June 7, 2013.

---

---

---

•	A note we acquired in the CPA®:16 Merger with a carrying value of $11.1 million on the date of acquisition, representing the expected future payments under a sales type lease; and

•	A B-note we acquired in the CPA®:16 Merger with a carrying value of $9.9 million on the date of acquisition. This note has a fixed annual interest rate of 6.3% and a maturity date of February 11, 2015.

---

(a)	Includes asset management fees receivable, for which 240,318 shares, 37,870 class A shares, and 93,739 shares of common stock of CPA®:17 – Global, CPA®:18 – Global, and CWI, respectively, were issued during the first quarter of 2015.

(b)	At December 31, 2014 and 2013, the aggregate unamortized basis differences on our equity investments in the Managed REITs were $20.2 million and $80.5 million, respectively.

(c)

On January 31, 2014, we acquired all the remaining interests in CPA®:16 – Global, which merged into one of our wholly-owned subsidiaries with our subsidiary as the surviving entity, in the CPA®:16 Merger (Note 3). We received distributions of $6.4 million, $25.3 million, and $24.3 million from this affiliate during January 2014, the year ended December 31, 2013 and the year ended December 31, 2012, respectively. During the year ended December 31, 2013, equity income from CPA®:16 – Global and CPA®:16 – Global’s operating partnership exceeded 20% of our net income from continuing operations before income taxes. Therefore, the audited consolidated financial statements of CPA®:16 – Global are incorporated by reference in this Report.

---

(d)

During January 2014 and the years ended December 31, 2013 and 2012, we recognized other-than-temporary impairment charges of $0.7 million, $15.4 million, and $9.9 million, respectively, on this investment to reduce the carrying value of our interest in the investment to its estimated fair value (Note 9). In addition, we received distributions of $4.8 million, $15.2 million, and $15.4 million from this investment during January 2014, the year ended December 31, 2013, and the year ended December 31, 2012, respectively. On January 31, 2014, we acquired the remaining interests in CPA®:16 – Global’s operating partnership and now consolidate this entity.

(e)	We received distributions of $4.6 million, $3.0 million, and $1.6 million from this affiliate during 2014, 2013, and 2012, respectively.

(f)	We received distributions of $20.4 million, $16.9 million, and $14.6 million from this affiliate during 2014, 2013, and 2012, respectively.

(g)	We received distributions of $1.8 million and $0.1 million, from this affiliate, which commenced operations in May 2013, during the years ended December 31, 2014 and 2013, respectively.

(h)	We received distributions of $4.1 million and $1.9 million from this affiliate during the years ended December 31, 2014 and 2013, respectively. There were no such distributions received during the year ended December 31, 2012.

(i)	In December 2014, we purchased 2,777,778 shares of CCIF at $9.00 per share for a total purchase price of $25.0 million. We account for our interest in this investment using the equity method of accounting because we share the decision-making with the third-party investment partner. As of December 31, 2014, CCIF has not yet admitted any additional shareholders.

(a)	Total net expenses recognized by the Managed Programs during the year ended December 31, 2012 included $3.1 million of CPA®:15 Merger-related expenses incurred by CPA®:15, of which our share was approximately $0.2 million.

(b)

Inclusive of impairment charges recognized by the Managed Programs totaling $1.3 million, $25.6 million, and $25.0 million during the years ended December 31, 2014, 2013, and 2012, respectively. These impairment charges reduced our income earned from these investments by approximately less than $0.1 million, $4.7 million, and $4.2 million during the years ended December 31, 2014, 2013, and 2012, respectively.

(c)	Amounts included net gains on sale of real estate recorded by the Managed Programs totaling $13.3 million, $7.7 million, and $35.4 million during the years ended December 31, 2014, 2013, and 2012, respectively.

---

(a)	The carrying value of this investment is affected by the impact of fluctuations in the exchange rate of the foreign currency.

(b)	Represents equity investments we acquired prior to January 1, 2013.

(c)

This investment represents a tenancy-in-common interest, whereby the property is encumbered by the debt for which we are jointly and severally liable. For this investment, the co-obligor is CPA®:17 – Global and the total amount due under the arrangement was approximately $82.7 million at December 31, 2014. Of this amount, $12.4 million represents the amount we agreed to pay and is included within the carrying value of the investment at December 31, 2014.

(d)	We acquired the remaining interests in these investments from CPA®:16 – Global in the CPA®:16 Merger. Subsequent to the CPA®:16 Merger, we consolidate these wholly-owned or majority-owned investments (Note 3).

(e)	We acquired an additional 25% interest in this investment in the CPA®:16 Merger. The remaining interest in this investment is owned by CPA®:17 – Global.

(f)	We acquired an additional 27% interest in this investment in the CPA®:16 Merger. The remaining interest in this investment is owned by CPA®:17 – Global.

---

(g)

During the year ended December 31, 2014, we received a preferred equity position in Beach House JV, LLC as part of the sale of our Soho House investment. The preferred equity interest, which is redeemable on March 13, 2019, provides us with a preferred rate of return of 8.5%. The rights under these preferred units allow us to have significant influence over the entity. Accordingly, we account for this investment using the equity method of accounting. We own 100 redeemable preferred units of Beach House JV LLC. During the year ended December 31, 2014, we recognized $1.0 million of income related to this investment, which is included in Equity in earnings of equity method investments in real estate and the Managed REITs in the consolidated financial statements.

(a)	Amount during the year ended December 31, 2012 included a net gain of approximately $34.0 million recognized by a jointly-owned investment as a result of selling its interests in the Médica investment. Our share of the gain was approximately $15.1 million.

---

---

(a)	In the fourth quarter of 2013, we recorded an out-of-period adjustment related to accounting for deferred foreign income taxes (Note 2).

(b)	In the fourth quarter of 2013, we recorded an immaterial out-of-period adjustment to correct the purchase price allocation for the CPA®:15 Merger.

(c)	Primarily relates to acquisition of an investment in Norway (Note 5).

---

---

---

(a)

We determined the estimated fair value of these financial instruments using a discounted cash flow model with rates that take into account the credit of the tenant/obligor, where applicable, and interest rate risk. We also considered the value of the underlying collateral taking into account the quality of the collateral, the credit quality of the tenant/obligor, the time until maturity and the current market interest rate.

(b)	As described in Note 11, the Prior Senior Credit Facility and Unsecured Term Loan were repaid and terminated in January 2014. We determined the estimated fair value of these financial instruments using a discounted cash flow model with rates that take into account the market-based credit spread and our credit rating.

(c)	We determined the estimated fair value of the 4.6% senior unsecured notes using quoted market prices in an open market with limited trading volume (Note 10).

(d)

We determined the estimated fair value of our deferred acquisition fees receivable based on an estimate of discounted cash flows using two significant unobservable inputs, which are the leverage adjusted unsecured spread and an illiquidity adjustment with a weighted-average range of 108 - 355 basis points and 50 - 100 basis points, respectively, at December 31, 2014. Significant increases or decreases to these inputs in isolation would result in a significant change in the fair value measurement.

(e)	We acquired these notes in the CPA®:16 Merger (Note 6).

---

---

---

(a)	In connection with the CPA®:16 Merger, we acquired interest rate swaps and a cap, which were in a net liability position, and foreign currency forward contracts, which were in a net asset position, that had fair values of $2.4 million and $5.0 million, respectively, at December 31, 2014.

(b)

In connection with the CPA®:16 Merger, we acquired warrants from CPA®:16 – Global, which had previously been granted by Hellweg 2 to CPA®:16 – Global, that had a fair value of $1.3 million at December 31, 2014. These warrants give us participation rights to any distributions made by Hellweg 2 and entitle us to a cash distribution that equals a certain percentage of the liquidity event price of Hellweg 2, should a liquidity event occur.

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

---

(a)	Excludes net gains (losses) of $0.3 million, $0.5 million, and less than $(0.1) million recognized on unconsolidated jointly-owned investments for the years ended December 31, 2014, 2013, and 2012, respectively.

(b)	The effective portion of the change in fair value and the settlement of these contracts are reported in the foreign currency translation adjustment section of Other comprehensive (loss) income until the underlying investment is sold, at which time we reclassify the gain or loss to earnings.

(c)	Excludes net gains of $0.4 million, $0.5 million, and $0.4 million recognized on unconsolidated jointly-owned investments for the years ended December 31, 2014, 2013, and 2012, respectively.

(d)	The amounts included in this column for the periods presented have been revised to reverse the signs that were incorrectly presented when originally reported.

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

---

(a)	Fair value amounts are based on the exchange rate of the euro at December 31, 2014, as applicable.

(b)	The applicable interest rate of the related debt was 1.0%, which was below the strike price of the cap of 3.0% at December 31, 2014.

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

---

(a)	Fair value amounts are based on the applicable exchange rate of the foreign currency at December 31, 2014.

---

---

---

(a)	Certain amounts are based on the applicable foreign currency exchange rate at December 31, 2014.

(b)	Includes $250.0 million outstanding under our Term Loan Facility at December 31, 2014, which is scheduled to mature on January 31, 2016 unless extended pursuant to its terms.

(c)	Includes $807.5 million outstanding under our Revolver at December 31, 2014, which is scheduled to mature on January 31, 2018 unless extended pursuant to its terms.

(d)	Includes $500.0 million of outstanding 4.6% senior unsecured notes, which are scheduled to mature on April 1, 2024.

(e)	Represents the unamortized premium of $6.9 million in the aggregate resulting from the assumption of property-level debt in connection with the CPA®:15 Merger and the CPA®:16 Merger, partially offset by a $1.7 million unamortized discount on the 4.6% senior unsecured notes.

---

---

---

---

---

(a)	Includes 10,500 RSUs issued in connection with entering into employment agreements with certain employees. Also includes 10,000 PSUs awarded related to 2012 awards for which the previously undetermined terms and conditions of the grant were finalized in 2014.

(b)	Includes 20,250 RSUs issued in connection with entering into employment agreements with certain employees. Also includes 10,000 PSUs awarded related to 2011 awards for which the previously undetermined terms and conditions of the grant were finalized in 2013.

(c)	Includes 78,000 RSUs and 142,000 PSUs issued in connection with entering into employment agreements with certain employees, and excludes 20,000 PSUs for which the terms and conditions were not determined at the time of grant. Also includes 10,000 PSUs awarded related to 2011 awards for which the previously undetermined terms and conditions of the grant were finalized in 2012.

---

(a)

The total fair value of shares vested during the years ended December 31, 2014, 2013, and 2012 was $56.4 million, $21.4 million, and $14.3 million, respectively. Upon vesting of the shares, employees have the option to take immediate delivery of the underlying shares or defer receipt to a future date. At December 31, 2014 and 2013, we were obligated to issue 848,788 and 363,052 shares, respectively, of our common stock underlying these shares, which is recorded within W. P. Carey members’ equity as a Deferred compensation obligation of $29.6 million and $10.1 million, respectively.

(b)

Vesting and payment of the PSUs is conditional on certain company and market performance goals being met during the relevant three-year performance period. The ultimate number of PSUs to be vested will depend on the extent to which the performance goals are met and can range from zero to three times the original awards. Pursuant to a review of our current and expected performance versus the performance goals, we revised our estimate of the ultimate number of certain of the PSUs to be vested. As a result, we recorded adjustments in 2014, 2013, and 2012 to reflect the number of shares expected to be issued when the PSUs vest.

(c)

The grant date fair value of RSAs and RSUs are based on our stock price on the date of grant. The grant date fair value of the market-condition based PSUs were determined utilizing a Monte Carlo simulation model to generate a range of possible future stock prices for both us and the plan defined peer index over the three-year performance period. To estimate the fair value of PSUs granted during 2014, we used a risk-free interest rate of 0.65% and an expected volatility rate of 25.89% (the plan defined peer index assumes 21.77%) and assumed a dividend yield of zero.

(d)	At December 31, 2014, total unrecognized compensation expense related to these awards was approximately $24.0 million, with aggregate weighted-average remaining term of 1.7 years.

---

---

---

(a)	Represents income tax expense due to a permanent difference from the recognition of deferred revenue as a result of the accelerated vesting of shares previously issued by CPA®:16 – Global for asset management and performance fees and the payment of deferred acquisition fees in connection with the CPA®:16 Merger.

(b)	Represents deferred tax benefit associated with basis differences on certain foreign properties acquired.

---

•

Basis differences between tax and U.S. GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, we assume the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the U.S. GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets;

•	Timing differences generated by differences in the U.S. GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs, straight-line rent, prepaid rents, and intangible assets, as well as unearned and deferred compensation;

•	Basis differences in equity investments represents fees earned in shares recognized under U.S. GAAP into income and deferred for U.S. taxes based upon a share versing schedule; and

•	Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions, that may be realized in future periods if the respective subsidiary generates sufficient taxable income.

---

---

---

---

(a)	Includes expenses incurred of $30.5 million and $5.0 million related to the CPA®:16 Merger for the years ended December 31, 2014 and 2013, respectively. Also includes expenses incurred of $31.7 million related to the CPA®:15 Merger for the year ended December 31, 2012.

(b)	Included in revenues and operating expenses are reimbursable costs from affiliates totaling $130.2 million, $73.6 million, and $98.2 million for the years ended December 31, 2014, 2013, and 2012, respectively.

---

(c)	Includes Stock-based compensation expense of $31.1 million, $37.3 million, and $26.2 million for the years ended December 31, 2014, 2013, and 2012, respectively, of which $18.4 million, $30.0 million, and $25.8 million, respectively, were included in the Investment Management segment.

(d)	Consists of Net investments in real estate and Equity investments in real estate, the Managed REITs and BDC. Total long-lived assets for our Investment Management segment consists of our equity investment in CCIF (Note 7).

---

---

(a)	Consists of Net investments in real estate and Equity investments in real estate, the Managed REITs and BDC, excluding our equity investment in CCIF (Note 7).

---

(a)	Amounts for 2014 include the impact of the CPA®:16 Merger (Note 3).

(b)

Amount for the three months ended March 31, 2014 includes a net Gain on change in control of interests of $105.9 million recognized in connection with the CPA®:16 Merger. During the second quarter of 2014, we identified certain measurement period adjustments that impacted the provisional accounting, which increased the fair value of our previously-held equity interest in shares of CPA®:16 – Global’s common stock by $1.3 million, resulting in an increase of $1.3 million in Gain on change in control of interests. During the fourth quarter of 2014, we identified a second measurement period adjustment that impacted the provisional accounting, which increased the fair value of our previously-held equity interest in shares of CPA®:16 – Global’s common stock by $1.3 million, resulting in a corresponding increase in Gain on change in control of interests. In accordance with Accounting Standards Codification 805-10-25, we did not record the measurement period adjustments in the quarters they were identified. Rather, such amounts are reflected in the three months ended March 31, 2014.

(c)

During the fourth quarter of 2014, we identified errors related to the accounting for a direct financing lease and the purchase accounting for the CPA®:16 Merger, resulting in decreases in Equity in earnings of equity method investments in real estate and the Managed REITs of $2.2 million and in Other income and (expenses) of $1.6 million. We concluded that these adjustments were not material to our financial position or results of operations for the fourth quarter of 2014 or any prior quarters. As such, we recorded total out-of-period adjustments of $3.8 million in the fourth quarter of 2014 to reflect the decreases in Equity in earnings of equity method investments in real estate and the Managed REITs and in Other income and (expenses) and corresponding decreases to Equity investments in real estate, the Managed REITs and BDC and Goodwill.

(d)	For the year ended December 31, 2014, total quarterly basic and diluted earnings per share were $0.09 higher than the corresponding earnings per share as computed on an annual basis, as a result of the change in the shares outstanding for each of the periods, primarily due to the issuance of shares in the CPA®:16 Merger (Note 3) and the Equity Offering (Note 13).

(e)	Amount for the three months ended June 30, 2013 includes a net gain of $19.5 million on the sale of our U.S. Airways investment (Note 7).

(f)	Amount for the three months ended December 31, 2013 includes a net gain of $39.6 million on the sale of 19 of our 20 self-storage properties, inclusive of amounts attributable to noncontrolling interests of $24.4 million (Note 16).

---

---

(a)	The amount for the year ended December 31, 2013 includes the amount recorded in connection with the out-of-period adjustment related to deferred foreign income taxes (Note 2).

(b)	Amount for the year ended December 31, 2012 represents the amount acquired in the CPA®:15 Merger related to net operating loss carryforwards. During 2013, we corrected an error in this schedule that increased the valuation reserve for deferred tax assets for the year ended December 31, 2012 from $11.9 million to $15.1 million.

---

---

---

---

---

---

---

---

---

---

---

---

(a)	Consists of the cost of improvements and acquisition costs subsequent to acquisition, including legal fees, appraisal fees, title costs, and other related professional fees. For business combinations, transaction costs are excluded.

(b)	The increase (decrease) in net investment was primarily due to (i) the amortization of unearned income from net investment in direct financing leases, which produces a periodic rate of return that at times may be greater or less than lease payments received, (ii) sales of properties, (iii) impairment charges, and (iv) changes in foreign currency exchange rates.

(c)	A reconciliation of real estate and accumulated depreciation follows:

---

---

(a)	We acquired these notes at a discount of $0.3 million in the CPA®:16 Merger (Note 6).

---

---

---

---

---

---

---

---

---

---

---

---