W P Carey Inc
For the period ended Dec 31, 2023. Filed Feb 9, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 9, 2024
WPC$65.37-0.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(1) and (2) — Financial statements and schedules: see index to financial statements and schedules included in Item 8.
(3) Exhibits:
The following exhibits are filed with this Report. Documents other than those designated as being filed herewith are incorporated herein by reference.
| ExhibitNo. | Description | Method of Filing | ||
| 3.1 | Articles of Amendment and Restatement of W. P. Carey Inc. dated June 15, 2017 | Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed June 16, 2017 | ||
| 3.2 | Fifth Amended and Restated Bylaws of W. P. Carey Inc. dated June 15, 2017 | Incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed June 16, 2017 | ||
| 4.1 | Form of Common Stock Certificate | Incorporated by reference to Exhibit 4.1 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013 | ||
| 4.2 | Indenture, dated as of March 14, 2014, by and between W. P. Carey Inc., as issuer and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed March 14, 2014 | ||
| 4.3 | First Supplemental Indenture, dated as of March 14, 2014, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed March 14, 2014 | ||
| 4.4 | Form of Global Note Representing $500,000,000 Aggregate Principal Amount of 4.60% Senior Notes due 2024 | Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed March 14, 2014 | ||
| 4.5 | Third Supplemental Indenture, dated January 26, 2015, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed January 26, 2015 | ||
| 4.6 | Form of Note representing $450 Million Aggregate Principal Amount of 4.000% Senior Notes due 2025 | Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed January 26, 2015 | ||
| 4.7 | Fourth Supplemental Indenture, dated as of September 12, 2016, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed September 12, 2016 | ||
| 4.8 | Form of Note representing $350 Million Aggregate Principal Amount of 4.250% Senior Notes due 2026 | Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed September 12, 2016 | ||
| 4.9 | Indenture, dated as of November 8, 2016, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.3 to Automatic shelf registration statement on Form S-3 (File No. 333-233159) filed August 9, 2019 | ||
| 4.10 | First Supplemental Indenture, dated as of January 19, 2017, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed January 19, 2017 |
W. P. Carey 2023 10-K – 143
| ExhibitNo. | Description | Method of Filing | ||
| 4.11 | Form of Note representing €500 Million Aggregate Principal Amount of 2.250% Senior Notes due 2024 | Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed January 19, 2017 | ||
| 4.12 | Second Supplemental Indenture dated as of March 6, 2018, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed March 6, 2018 | ||
| 4.13 | Form of Note representing €500 Million Aggregate Principal Amount of 2.125% Senior Notes due 2027 | Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed March 6, 2018 | ||
| 4.14 | Third Supplemental Indenture dated as of October 9, 2018, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed October 9, 2018 | ||
| 4.15 | Form of Note representing €500 Million Aggregate Principal Amount of 2.250% Senior Notes due 2026 | Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed October 9, 2018 | ||
| 4.16 | Fifth Supplemental Indenture, dated June 14, 2019, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.1 to Current Report on Form 10-Q filed August 2, 2019 | ||
| 4.17 | Form of Note representing $325 Million Aggregate Principal Amount of 3.850% Senior Notes due 2029 | Incorporated by reference to Exhibit 4.2 to Current Report on Form 10-Q filed August 2, 2019 | ||
| 4.18 | Fourth Supplemental Indenture, dated as of September 19, 2019, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed September 19, 2019 | ||
| 4.19 | Form of Note representing €500 Million Aggregate Principal Amount of 1.350% Senior Notes due 2028 | Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed September 19, 2019 | ||
| 4.20 | Description of Securities Registered under Section 12 of the Exchange Act | Incorporated by reference to Exhibit 4.22 to Annual Report on Form 10-K for the year ended December 31, 2019 filed February 21, 2020 | ||
| 4.21 | Sixth Supplemental Indenture, dated October 14, 2020, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed October 14, 2020 | ||
| 4.22 | Form of Note representing $500 Million Aggregate Principal Amount of 2.400% Senior Notes due 2031 | Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed October 14, 2020 | ||
| 4.23 | Seventh Supplemental Indenture, dated February 25, 2021, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed February 25, 2021 | ||
| 4.24 | Form of Note representing $425 Million Aggregate Principal Amount of 2.250% Senior Notes Due 2033 | Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed February 25, 2021 | ||
| 4.25 | Fifth Supplemental Indenture dated as of March 8, 2021, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed March 8, 2021 |
W. P. Carey 2023 10-K – 144
| ExhibitNo. | Description | Method of Filing | ||
| 4.26 | Form of Note representing €525 Million Aggregate Principal Amount of 0.950% Senior Notes Due 2030 | Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed March 8, 2021 | ||
| 4.27 | Eighth Supplemental Indenture, dated October 15, 2021, by and between W. P. Carey Inc., as issuer, and U.S. Bank National Association, as trustee | Incorporated by reference Exhibit 4.2 to Current Report on Form 8-K filed October 15, 2021 | ||
| 4.28 | Form of Note representing $350 Million Aggregate Principal Amount of 2.450% Senior Notes due 2032 | Incorporated by reference Exhibit 4.3 to Current Report on Form 8-K filed October 15, 2021 | ||
| 4.29 | Form of Note Representing €150,000,000 Aggregate Principal Amount of 3.41% Senior Notes due 2029 | Incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed November 4, 2022 | ||
| 4.30 | Form of Note Representing €200,000,000 Aggregate Principal Amount of 3.70% Senior Notes due 2032 | Incorporated by reference to Exhibit 4.2 to Quarterly Report on Form 10-Q filed November 4, 2022 | ||
| 10.1† | W. P. Carey Inc. 1997 Share Incentive Plan, as amended | Incorporated by reference to Exhibit 10.2 to Annual Report on Form 10-K for the year ended December 31, 2014 filed March 2, 2015 | ||
| 10.2† | W. P. Carey Inc. (formerly W. P. Carey & Co. LLC) Long-Term Incentive Program as amended and restated effective as of September 28, 2012 | Incorporated by reference to Exhibit 10.3 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013 | ||
| 10.3† | W. P. Carey Inc. Amended and Restated Deferred Compensation Plan for Employees | Incorporated by reference to Exhibit 10.4 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013 | ||
| 10.4† | Amended and Restated W. P. Carey Inc. 2009 Share Incentive Plan | Incorporated by reference to Appendix A of Schedule 14A filed April 30, 2013 | ||
| 10.5† | 2017 Annual Incentive Compensation Plan | Incorporated by reference to Exhibit A of Schedule 14A filed April 11, 2017 | ||
| 10.6† | 2017 Share Incentive Plan | Incorporated by reference to Exhibit B of Schedule 14A filed April 11, 2017 | ||
| 10.7† | Form of Share Option Agreement under the 2017 Share Incentive Plan | Incorporated by reference to Exhibit 4.9 to Registration Statement on Form S-8 filed June 27, 2017 | ||
| 10.8† | Form of Restricted Share Agreement under the 2017 Share Incentive Plan | Incorporated by reference to Exhibit 4.7 to Registration Statement on Form S-8 filed June 27, 2017 | ||
| 10.9† | Form of Restricted Share Unit Agreement under the 2017 Share Incentive Plan | Incorporated by reference to Exhibit 4.8 to Registration Statement on Form S-8 filed June 27, 2017 | ||
| 10.10† | Form of Long-Term Performance Share Unit Award Agreement pursuant to the W. P. Carey Inc. 2017 Share Incentive Plan | Incorporated by reference to Exhibit 4.6 to Registration Statement on Form S-8 filed June 27, 2017 | ||
| 10.11† | Form of Non-Employee Director Restricted Share Agreement under the 2017 Share Incentive Plan | Incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-8, filed June 27, 2017 |
W. P. Carey 2023 10-K – 145
| ExhibitNo. | Description | Method of Filing | ||
| 10.12† | W. P. Carey Inc. 2009 Non-Employee Directors’ Incentive Plan | Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed August 6, 2013 | ||
| 10.13† | W. P. Carey Inc. Non-Employee Director Stock Election Plan | Incorporated by reference to Exhibit 4.4 to Registration Statement on Form S-8 filed November 20, 2023 | ||
| 10.14* | Loan Agreement, dated September 20, 2023, by and among JPMorgan Chase Bank, N.A. and the borrowers named therein | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 21, 2023 | ||
| 10.15* | Mezzanine Loan Agreement, dated September 20, 2023, between NLO Mezzanine Borrower and JPMorgan Chase Bank, N.A. | Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed September 21, 2023 | ||
| 10.16* | Fifth Amended and Restated Credit Agreement, dated as of December 14, 2023, among W. P. Carey Inc., each Designated Borrower from time to time party thereto, certain Subsidiaries identified therein, as Guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent | Incorporated by referenced to Exhibit 10.1 to Current Report on Form 8-K filed December 18, 2023 | ||
| 10.17 | Agency Agreement dated as of January 19, 2017, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, Elavon Financial Services DAC, UK Branch, as paying agent and U.S. Bank National Association, as transfer agent, registrar and trustee | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed January 19, 2017 | ||
| 10.18 | Agency Agreement dated as of March 6, 2018, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, Elavon Financial Services DAC, UK Branch, as paying agent and U.S. Bank National Association, as transfer agent, registrar and trustee | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed March 6, 2018 | ||
| 10.19 | Agency Agreement dated as of October 9, 2018, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, Elavon Financial Services DAC, UK Branch, as paying agent and U.S. Bank National Association, as transfer agent, registrar and trustee | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed October 9, 2018 | ||
| 10.20 | Agency Agreement dated as of March 8, 2021, by and among WPC Eurobond B.V., as issuer, W. P. Carey Inc., as guarantor, Elavon Financial Services DAC, as paying agent and U.S. Bank National Association, as transfer agent, registrar and trustee | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed March 8, 2021 | ||
| 10.21 | Equity Sales Agreement, dated May 2, 2022, by and among W. P. Carey Inc. and each of Barclays Capital Inc., BMO Capital Markets Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Fifth Third Securities, Inc., Jefferies LLC, JMP Securities LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., and Wells Fargo Securities, LLC, as agents, and each of Barclays Bank PLC, Bank of Montreal, The Bank of New York Mellon, Bank of America, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association, Regions Securities LLC, Royal Bank of Canada, The Bank of Nova Scotia and Wells Fargo Bank, National Association, as forward purchasers | Incorporated by reference to Exhibit 1.1 to Current Report on Form 8-K, filed May 3, 2022 | ||
| 10.22 | Form of Forward Confirmation | Incorporated by reference to Exhibit 1.2 to Current Report on Form 8-K, filed May 3, 2022 |
W. P. Carey 2023 10-K – 146
| ExhibitNo. | Description | Method of Filing | ||
| 10.23 | Note Purchase Agreement, dated August 31, 2022, by and among W. P. Carey Inc. and the purchasers listed in the purchaser schedule thereto | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 1, 2022 | ||
| 10.24* | Separation and Distribution Agreement, dated October 31, 2023, between W. P. Carey Inc. and Net Lease Office Properties | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 2, 2023 | ||
| 10.25* | Tax Matters Agreement, dated October 31, 2023, between W. P. Carey Inc. and Net Lease Office Properties | Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed November 2, 2023 | ||
| 10.26* | Advisory Agreement, dated November 1, 2023, between W. P. Carey & Co. B.V. and Net Lease Office Properties | Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed November 2, 2023 | ||
| 10.27* | Advisory Agreement, dated November 1, 2023, between W. P. Carey Management LLC and Net Lease Office Properties | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed November 7, 2023 | ||
| 18.1 | Preferability letter of Independent Registered Public Accounting Firm | Incorporated by reference to Exhibit 18.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed November 5, 2013 | ||
| 21.1 | List of Registrant Subsidiaries | Filed herewith | ||
| 23.1 | Consent of PricewaterhouseCoopers LLP | Filed herewith | ||
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||
| 32 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||
| 97.1 | Clawback Policy | Filed herewith | ||
| 99.1 | Director and Officer Indemnification Policy | Incorporated by reference to Exhibit 99.1 to Annual Report on Form 10-K for the year ended December 31, 2012 filed February 26, 2013 | ||
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document. | Filed herewith | ||
| 101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
W. P. Carey 2023 10-K – 147
| ExhibitNo. | Description | Method of Filing | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith | ||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith | ||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | Filed herewith |
† The referenced exhibit is a management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15 (a)(3) of Form 10-K.
- Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished.
W. P. Carey 2023 10-K – 148
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