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▪	NorthStar Asset Management Group Inc. ("NSAM"), a real estate focused asset management firm which commenced operations in July 2014 upon the spin-off by NorthStar Realty Finance Corp. ("NRF") of its asset management business;

▪	Colony Capital, Inc. ("Colony"), an internally managed REIT with investment management capabilities, established in June 2009; and

▪	NRF, a diversified REIT with investments in multiple classes of commercial real estate, established in October 2004, which was externally managed by NSAM subsequent to the spin-off,

•	Colony NorthStar, Inc. beginning January 11, 2017, following the closing of the Merger; and

•	Colony for all periods on or prior to the closing of the Merger on January 10, 2017.

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•	Each share of NSAM common stock and performance common stock issued and outstanding immediately prior to the effective time of the Merger was canceled and converted into one share of Colony NorthStar class A common stock and performance common stock, respectively;

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•	Each share of class A and class B common stock of Colony issued and outstanding immediately prior to the effective time of the Merger was canceled and converted into the right to receive 1.4663 shares of Colony NorthStar class A and class B common stock for each share of Colony's class A and class B common stock;

•	Each share of common stock of NRF issued and outstanding prior to the effective time of the Merger was canceled and converted into the right to receive 1.0996 shares of Colony NorthStar class A common stock for each share of NRF common stock;

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Each share of each series of the preferred stock of Colony and of NRF issued and outstanding immediately prior to the effective time of the Merger was canceled and converted into the right to receive one share of a corresponding series of Colony NorthStar preferred stock with substantially identical preferences, conversion and other rights, voting powers, restrictions, limitations as to dividend, qualification and terms and conditions of redemption; and

•	Concurrently, the OP issued OP Units to equal the number of OP membership units outstanding on the day prior to the closing of the Merger multiplied by the exchange ratio of 1.4663.

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(i)	Represents the portion of non-employee restricted stock unit awards that did not vest upon consummation of the Merger and pertains to services rendered prior to the Merger.

(ii)	Represents (a) the pre-determined exchange ratio of one share of Colony common stock for 1.4663 shares of Colony NorthStar common stock; and (b) the derived exchange ratio of one share of Colony common stock for 1.3335 shares of NRF common stock based on the pre-determined exchange ratio of one NRF share of common stock for 1.0996 shares of Colony NorthStar common stock.

(iii)	Fair value of Colony NorthStar preferred stock issued was measured based on the shares of NRF preferred stock outstanding at Closing Date and the closing traded price of the respective series of NRF preferred stock on the Closing Date, including accrued dividends, as follows:

(iv)	Represents 2.7 million shares of NRF common stock owned by NSAM prior to the Merger and canceled upon consummation of the Merger, valued at the closing price of NRF common stock of $16.13 on the Closing Date.

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•	equity-based compensation of $26.0 million related to replacement equity awards issued to certain NSAM executives as part of the Merger (Note 20); and

•	other Merger-related costs to transition and integrate the operations of the combined entities, such as compensation expense of $15.5 million for severance and employee transition, as well as $4.1 million of administrative costs, including but not limited to system integration, lease termination and professional fees paid to third party advisors and consultants.

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(1)	Dollar amounts of purchase price and allocation to assets acquired and liabilities assumed are translated based on foreign exchange rates as of respective dates of acquisition, where applicable. Transaction costs are included in purchase price for asset acquisitions and excluded for business combinations.

(2)	Useful life of real estate assets acquired in 2017 as presented above ranges from 26 to 32 years for buildings, 3 to 10 years for improvements and 3 to 6 years for other lease intangibles.

(3)	Prior to the adoption of the new definition of a business effective October 1, 2016, real estate acquisitions with existing leases generally met the definition of a business combination.

(4)	Fair values and purchase price allocation are subject to adjustments during the measurement period, not to exceed one year from date of acquisition, based upon new information obtained about facts and circumstances that existed as of date of acquisition.

(5)	Real estate asset was sold in August 2016.

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(1)	Healthcare properties that operate through management agreements with independent third-party operators through structures permitted by the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) permits us, through a TRS, to have direct exposure to resident fee income and incur customary related operating expenses.

(1)	Excludes hotel operating income, as well as resident fee income from healthcare properties permitted by RIDEA and rental income from multifamily properties, both of which are subject to short-term leases.

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(1)	Represents loans transferred into securitization vehicles that are consolidated by the Company (see Note 14).

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(1)

The Company's ownership interest represents capital contributed to date and may not be reflective of the Company's economic interest in the entity because of provisions in operating agreements governing various matters, such as classes of partner or member interests, allocations of profits and losses, preferential returns and guaranty of debt. Each equity method investment has been determined to be either a VIE for which the Company was not deemed to be the primary beneficiary or a voting interest entity in which the Company does not have the power to control through a majority of voting interest or through other arrangements.

(2)	The Company has significant influence over the investees through voting rights from its board representation.

(3)	For two investments where the Company has 75% and 90% ownership at March 31, 2017, the minority member has control over day-to-day operations of the investment venture, therefore, the Company does not control but has significant influence over the investment venture through its majority interest. Other preferred equity investments have no stated ownership interest.

(4)	Ownership interest generally ranges between 34% to 50%. Certain ADC investments have residual profit participation without a stated ownership interest.

(5)	Consists of (i) immaterial GP interests in private funds between 0.1% to 0.3%, (ii) 15% LP interest in a private fund in which the Company has an equity method investment in the sponsor and (iii) seed capital for a 50% interest in investment companies.

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(3)	Excludes $140.4 million principal amount of N-Star CDO bonds held by the Company in its consolidated CDOs that are eliminated upon consolidation and includes $2.0 million principal amount of N-Star CDO bonds held by a consolidated N-Star CDO.

(4)	Includes a trust preferred security and certain investments in other third party CDO bonds.

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(1)	For intangible assets and intangible liabilities recognized in connection with business combinations, purchase price allocations may be subject to adjustments during the measurement period, not to exceed one year from date of acquisition, based upon new information obtained about facts and circumstances that existed at time of acquisition.

(2)	The NSAM trade name is amortized over its useful life of 20 years, while Colony trade name is determined to have an indefinite useful life and not currently subject to amortization.

(3)	Represents primarily the value of certificates of need associated with certain healthcare portfolios which are not amortized, franchise agreements associated with certain hotel properties which are amortized over 10 to 15 years and the NorthStar Securities broker dealer license which is not amortized.

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(1)	Represents interests in Townsend-sponsored funds.

(2)	Associated with Townsend investment management business, of which $155 million is deductible for income tax purposes at March 31, 2017.

(1)	Represents primarily capital improvements, furniture, fixtures and equipment, tenant improvements, lease renewal and replacement reserves related to real estate assets. At March 31, 2017, included $20.0 million of pre-funded capital expenditures from a noncontrolling interest in the healthcare portfolio.

(2)	Represents primarily insurance, real estate tax, repair and maintenance, tenant security deposits and other escrows related to real estate assets.

(3)	Represents reserves for working capital and property development expenditures, as well as in connection with letter of credit provisions, as required in joint venture arrangements with the Federal Deposit Insurance Corporation.

(4)	Represents tenant rents held in lock boxes controlled by the lender. The Company receives the monies after application of rent receipts to service its debt.

(5)	Represents proceeds from repayments and/or sales of debt securities which are pending distribution in consolidated N-Star CDOs.

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(1)	Presented net of allowance for bad debt of $5.8 million at March 31, 2017 and $4.1 million at December 31, 2016.

(2)	Represents reserves held by the Company's third party manager at certain of the Company's hotel properties to fund furniture, fixtures and equipment expenditures. Funding is made periodically based on a percentage of hotel operating income.

(3)	Deferred financing costs relate to revolving credit arrangements.

(4)	Represents proceeds from loan payoffs and sale of real estate held in escrow at March 31, 2017.

(1)	Represents 783,217 shares of common stock repurchased by the Company in March 2017 that were settled in April 2017 (Note 15).

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(1)	Deferred financing costs relating to the corporate credit facility is recorded in other assets.

(2)	At March 31, 2017 and December 31, 2016, debt with carrying value of $344.9 million and $108.8 million, respectively, were related to financing of assets held for sale.

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(1)	The fixed rate recourse debt represents two promissory notes secured by the Company's aircraft while the variable rate recourse debt represents warehouse facilities.

(2)

At March 31, 2017, debt with outstanding principal of $318.7 million in the healthcare and hospitality segments were not in compliance with certain covenants, while $218.4 million of outstanding principal in the other real estate equity segment were in payment default, including maturity default, primarily related to debt assumed from acquisition of CPI. At December 31, 2016, outstanding principal of $83.0 million on seller-provided financing on a portfolio of properties in the other real estate equity segment was in payment default. The Company is negotiating with the various lenders and seller to restructure the respective financing arrangements and is in the process of refinancing the CPI debt.

(3)	Includes $4.8 million of outstanding principal of non-recourse unsecured debt assumed through the acquisition of CPI.

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(1)	Represents the initial date of issuance of exchangeable senior notes by NRF prior to the Merger.

(2)

The conversion or exchange rate for convertible and exchangeable senior notes is subject to periodic adjustments to reflect the carried-forward adjustments relating to common stock splits, reverse stock splits, common stock adjustments in connection with spin-offs and cumulative cash dividends paid on the Company's common stock since the issuance of the convertible and exchangeable senior notes. The conversion or exchange ratios are presented in shares of common stock per $1,000 principal of each convertible or exchangeable note.

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(1)	At March 31, 2017, $2,682.4 million of secured and unsecured debt maturing in 2017 have met their respective qualifying conditions for extension of maturity. As of May 5, 2017, the Company has executed commitment letters with various lenders to refinance approximately $1,657.0 million of debt maturing in 2017 in the hospitality segment.

(2)	For securitization bonds payable, principal may be repaid earlier if proceeds from underlying loans and securities are repaid by borrowers. Future estimated principal payments on securitization bonds payable at March 31, 2017, if based on reasonable expectations of cash flows from underlying loans and securities, would be as follows:

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•	forward contracts whereby the Company agrees to sell an amount of foreign currency for an agreed upon amount of U.S. dollars; and

•	foreign exchange collars (caps and floors) without upfront premium costs, which consist of a combination of currency options with single date expirations, whereby the Company gains protection against foreign currency weakening below a specified level and pays for that protection by giving up gains from foreign currency appreciation above a specified level.

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(1)	Represents the directional change in fair value that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the reverse effect. Significant increases or decreases in these inputs in isolation could result in significantly higher or lower fair value measures.

(2)	Represents assumed correlation between Benchmark FFO and class A common stock price.

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(1)

In January 2016, the Company repurchased 963,718 shares in aggregate of its preferred stock for approximately $20.0 million. In March 2016, the Company contributed the preferred stock at its purchase price to an investment vehicle (the "REIT Securities Venture"), which is a joint venture with a private fund managed by the Company. The Company holds an approximate 4.4% interest in the REIT Securities Venture, accounted for under the equity method. The REIT Securities Venture invests in equity of publicly traded U.S. REITs, including securities of the Company.

(2)

Shares were legally issued by Colony NorthStar, as the surviving combined company, as consideration for the Merger. However, as the Merger is accounted for as a reverse acquisition, the consideration transferred was measured based upon the number of shares of common stock and preferred stock Colony, as the accounting acquirer, would theoretically have to issue to the shareholders of NSAM and NRF to achieve the same ratio of ownership in Colony NorthStar upon completion of the Merger (Note 3).

(3)	Represents NRF shares held by NSAM that were canceled upon consummation of the Merger, after giving effect to the exchange ratio.

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(1)	Represents initial issuance date pre-Merger by NRF or Colony, as applicable.

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(1)	Includes the Company's shares of gain/loss on marketable securities held by equity method investees

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(1)	For the three months ended March 31, 2017 and 2016, excluded from the calculation of diluted earnings per share is the effect of adding back $7.3 million and $6.8 million of interest expense and 38,717,000 and 36,582,700 weighted average dilutive common share equivalents, respectively, for the assumed conversion of the Convertible and Exchangeable Notes, as their inclusion would be antidilutive.

(2)	As a result of the Merger, each outstanding share of common stock of Colony was exchanged for 1.4663 of newly issued common shares of Colony Northstar. Accordingly, the historical data related to quarterly earnings per share for the periods ended before March 31, 2017 have been adjusted by the exchange ratio of 1.4663.

(3)	OP Units, subject to lock-up agreements, may be redeemed for registered or unregistered class A common shares on a one-for-one basis. At March 31, 2017 and 2016, there were 34,313,300 and 31,890,600 redeemable OP Units, respectively. These OP Units would not be dilutive and were not included in the computation of diluted earnings per share for all periods presented.

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•	Private Funds—generally 1% per annum of the limited partners' net funded capital;

•	Non-Traded REITs—1% to 2% per annum of gross assets or equity;

•	Investment Companies—2% per annum of average net assets;

•	NRE—a fixed fee of $14.2 million per annum, subject to increase by an amount equal to 1.5% per annum of certain provisions in accordance with terms set out in its governing agreement; and

•	Townsend private funds—at a fixed percentage of assets under management, net asset value, total assets, committed capital or invested capital.

•	Private Funds—a one-time fee upon closing of each investment, calculated as a fixed percentage, generally 0.5% of the limited partners' net funded capital on each investment; and

•	Non-Traded REITs (except NorthStar/RXR NY Metro)—1% to 2.25% of the amount funded or allocated by the non-traded REIT to originate or acquire an investment, and 1% to 2% of the contractual sales price for disposition of an investment.

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(1)	The number of unvested shares at December 31, 2016 and weighted average grant date fair value have been adjusted to give effect to the Colony exchange ratio of 1.4663 at the individual award level.

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•	direct and indirect operating costs, including but not limited to compensation, overhead and other administrative costs, for managing the operations of the non-traded REITs, with reimbursements limited to the greater of 2% of average invested assets or 25% of net income (net of 1% to 1.25% of asset management fees);

•	direct and indirect operating costs, including but not limited to compensation, professional service costs, overhead and other administrative costs, for managing the operations of the investment companies;

•	allocation of indirect costs to NRE related to employees, occupancy and other administrative costs, which shall not exceed 20% of the combined total of the general and administrative costs of NRE and of the Company (excluding NRE), as adjusted;

•	certain expenses incurred on behalf of the clients of Townsend such as legal, due diligence and investment advisory team travel expenses;

•	services provided to the Company's unconsolidated investment ventures for servicing and managing their loan portfolios, including foreclosed properties;

•	administrative services provided to an equity method investee; and

•	administrative services provided to certain senior executives of the Company.

•	cost incurred in performing due diligence over new investments;

•	actual costs incurred for the administration of certain investment companies; and

•	organization and offering costs associated with formation and offering of the Retail Companies, with reimbursement amounts of up to 1% of the proceeds expected to be raised from the offering (excluding shares offered pursuant to distribution reinvestment plans).

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Healthcare—The Company's healthcare segment is composed of a diverse portfolio of medical office buildings, senior housing, skilled nursing and other healthcare properties. The Company earns rental income from medical office buildings and properties structured under net leases to healthcare operators, and resident fee income from senior housing operating facilities that operate through management agreements with independent third-party operators.

•	Industrial—The Company's industrial segment is composed primarily of light industrial assets in infill locations throughout the U.S. that are vital for e-commerce and other tenants that require increasingly quick delivery times.

•	Hospitality—The Company's hotel portfolio is geographically diverse and is composed of primarily extended stay hotels and premium branded select service hotels primarily located in major metropolitan markets with the majority affiliated with top hotel brands.

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Other Equity and Debt—The Company's other equity and debt includes our portfolios of net lease, multifamily and multi-tenant office properties, our interest in Colony Starwood Homes (NYSE: SFR), which is one of the largest publicly traded owners and operators of single family rental homes in the U.S., and a portfolio of CRE loans and securities, limited partnership interests in real estate private equity funds and various other equity investments.

•	Investment Management—The Company generates fee income through investment management services, sponsoring numerous investment products across a diverse set of institutional and retail investors.

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(1)	Total income includes earnings from investments in unconsolidated ventures and excludes cost reimbursement income from affiliates.

(2)	Long-lived assets exclude financial instruments, investment management contract and customer relationship intangible assets, as well as assets held for sale.

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•	the market, economic and environmental conditions in the healthcare, hospitality and industrial real estate, other commercial real estate equity and debt, and investment management sectors;

•	any decrease in our net income and funds from operations as a result of the Merger, or our other acquisition activity;

•	our ability to manage and integrate following the Merger and our other acquisitions effectively and maintain consistent standards and controls and realize the anticipated benefits of the acquisitions;

•	our exposure to risks to which we have not historically been exposed, including liabilities with respect to the assets acquired through the Merger and our other acquisitions;

•	our business and investment strategy, including the ability of the businesses in which we have a significant investment to execute their business strategies;

•	performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash provided by these investments and available for distribution;

•	our ability to grow our business by raising capital for the companies that we manage;

•	the impact of adverse conditions affecting a specific asset class in which we have investments;

•	the availability of attractive investment opportunities;

•	our ability to satisfy and manage our capital requirements;

•	the general volatility of the securities markets in which we participate;

•	our ability to obtain and maintain financing arrangements, including securitizations;

•	changes in interest rates and the market value of our assets;

•	interest rate mismatches between our assets and any borrowings used to fund such assets;

•	effects of hedging instruments on our assets;

•	the impact of economic conditions on third parties on which we rely;

•	any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims;

•	adverse domestic or international economic conditions and the impact on the commercial real estate or real-estate related sectors;

•	our ability to realize substantial efficiencies and synergies as well as anticipated strategic and financial benefits, and the impact of legislative, regulatory and competitive changes;

•	actions, initiatives and policies of the U.S. and non-U.S. governments and changes to U.S. or non-U.S. government policies and the execution and impact of these actions, initiatives and policies;

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•	our ability to maintain our qualification as a real estate investment trust for U.S. federal income tax purposes;

•	our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

•	availability of qualified personnel; and

•	our understanding of our competition.

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Healthcare—Our healthcare segment is composed of a diverse portfolio of medical office buildings, senior housing, skilled nursing and other healthcare properties. We earn rental income from medical office buildings and properties structured under net leases to healthcare operators, and resident fee income from senior housing operating facilities that operate through management agreements with independent third-party operators.

•	Industrial—Our industrial segment is composed primarily of light industrial assets in infill locations throughout the U.S. that are vital for e-commerce and other tenants that require increasingly quick delivery times.

•	Hospitality—Our hotel portfolio is geographically diverse and is composed of primarily extended stay hotels and premium branded select service hotels primarily located in major metropolitan markets with the majority affiliated with top hotel brands.

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Other Equity and Debt—Our other equity and debt segment includes our portfolios of net lease, multifamily and multi-tenant office properties, our interest in Colony Starwood Homes (NYSE: SFR), which is one of the largest publicly traded owners and operators of single family rental homes in the U.S., and a portfolio of CRE loans and securities, limited partnership interests in real estate private equity funds and various other equity investments.

•	Investment Management—We generate fee income through investment management services, sponsoring numerous investment products across a diverse set of institutional and retail investors.

•	Consummation of the Merger with NSAM and NRF on January 10, 2017 in an all stock transaction valued at $6.7 billion at closing;

•	Increased the borrowing capacity of our credit facility from $850 million to $1 billion and extended its maturity to January 2021, with two six-month extension options, at our election;

•	Closing of two strategic asset sales initiated by NRF pre-Merger: (i) sale of an 18.7% minority interest in our healthcare platform for $350 million (including $20 million of pre-funded capital items); and (ii) sale of our manufactured housing portfolio for $2.0 billion with proceeds of $664 million net of financing assumed by the buyer;

•	Acquired a controlling interest in our CPI investment, resulting in the assumption of $565 million of real estate with underlying debt of $276 million;

•	Sold 50% of our interest in SFR for net proceeds of $239 million and a gain of $89 million;

•	Closed on approximately $980 million of additional third party institutional and retail capital commitments; and

•	Repurchased approximately 4.9 million shares of our class A common stock at an aggregate cost of $66 million under our stock repurchase program.

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(1)	Our same store portfolio consisted of 316 buildings, which included the same buildings that were owned during the three months ended March 31, 2017 and 2016, and excluded buildings that were acquired or sold at any time during the same periods.

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•	$1.9 million decrease due to fee concessions on a liquidating private fund, which beginning in 2017, has ceased to accrue management fees on all but one remaining investment; partially offset by

•	approximately $0.9 million increase from our sponsored private credit fund, which had its first closing in December 2015 and its final closing in March 2017.

•	assumption of $6.7 billion of debt from the Merger, which resulted in an increase of $79.6 million of interest expense, related primarily to mortgage financing;

•	accelerated amortization of deferred financing costs of $2.9 million as we paid down our variable rate debt in the industrial segment in March 2017; and,

•	$5.4 million of additional interest expense in the other equity and debt segment from new debt financing our acquisition of a CRE loan portfolio as well as debt assumed from acquisition of CPI.

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(1)	Excludes immaterial amounts related to interest for the three months ended March 31, 2016.

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(1)	For healthcare and hospitality, fees paid to third parties for property management are included in property operating expenses. For industrial, compensation costs of employees engaged in property management and operations are included in compensation expense.

(1)

Occupancy represents property operator's patient occupancy for all types except medical office buildings. Average occupancy is based on number of units, beds or square footage by type of facility. Occupancy percentage is as of the last day of the quarter presented for medical office buildings, average of the quarter presented for senior housing—operating, and average of the prior quarter for net lease properties.

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(1)	Represents annualized fixed base rental amount using rental revenue computed on a straight-line basis in accordance with GAAP and excludes the impact of amortization of above- and below-market lease values.

•	Total portfolio leased percentage remained stable at 96% at March 31, 2017 and December 31, 2016. In the first quarter of 2017, we added 1.4 million rentable square feet.

•	Leasing activity continued at a steady pace with 32 new leases totaling 713,000 square feet and 31 lease renewals totaling approximately 1.3 million square feet. At March 31, 2017, no more than 16% of existing leases were scheduled to expire in any single year over the next ten years.

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(1)	Purchase price includes transaction costs for asset acquisitions.

•	There were no dispositions during the three months ended March 31, 2017. At March 31, 2017, nine buildings totaling 1.3 million square feet were held for sale. We continually recycle capital into newer assets to improve the overall quality of our portfolio.

(1)	Average daily rate (“ADR”) measures average room price by dividing room revenue by total rooms sold.

(2)	Revenue per Available Room (“RevPAR”) measures period-over-period change in room revenue by dividing room sales by room nights available for the period.

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(1)	Carrying value reflects fair value of our limited partnership interests in third party sponsored private equity funds as we elected fair value option accounting.

(2)	Represents various equity method and cost method investments. Significant investments include equity interests in Colony Starwood Homes ($161.6 million), Albertsons supermarket chain ($99.6 million), and acquisition, development and construction loans ($340.6 million).

(3)	Includes our interest in common stock of NRE with carrying value of $2.9 million.

•	Acquired a portfolio of distressed CRE loans in Ireland for $534.1 million, at approximately 63% discount to par, utilizing approximately 70% debt financing.

•	Acquired a controlling interest in CPI through a restructuring of our investment, resulting in the assumption of $539.2 million of real estate with underlying debt of $257.1 million.

•	Sold approximately 7.6 million shares or 50% of our interest in Colony Starwood Homes for net proceeds of $239.1 million, resulting in a gain of approximately $89.1 million. At March 31, 2017, we owned 6.3% of Colony Starwood Homes, a decrease from 14% at December 31, 2016.

•	At March 31, 2017, we had $580.0 million of real estate assets and approximately $93.3 million of loans receivable held for sale, with $344.9 million of corresponding debt.

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(1)

All references to AUM herein refer to third party investments that we manage, excluding our own balance sheet investments. AUM refers to the assets for which the Company and its affiliates provide investment management services, including assets for which the Company may or may not charge management fees and/or performance allocations. AUM is generally based on reported gross undepreciated carrying value of managed investments as reported by each underlying vehicle at March 31, 2017, except that AUM of the Retail Companies and NRE are presented as of May 5, 2017. AUM further includes a) uncalled capital commitments and b) for corporate investments in affiliates with asset and investment management functions, the Company’s pro rata share of assets of each affiliate as presented and calculated by the affiliate. The Company’s calculation of AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.

(1)	Fee income is shared between the Company and its co-advisors, RXR Realty and Townsend.

(2)	NorthStar/Townsend Institutional Real Estate Fund Inc. (“NorthStar/Townsend”) submitted a registration statement on Form N-2 to the SEC in October 2016, which as of May 5, 2017, is not yet effective. Townsend is the advisor for NorthStar/Townsend and an affiliate of Colony NorthStar will act as administrator and sub-advisor for certain investments.

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(1)

For the three months ended March 31, 2017, adjustments attributable to noncontrolling interests in investment entities include $32.6 million of real estate depreciation and amortization, $5.7 million of impairment of real estate, offset by $5.6 million of gain on sales of real estate. For the three months ended March 31, 2016, adjustments attributable to noncontrolling interests in investment entities include $18.5 million of real estate depreciation and amortization, $1.5 million of impairment of real estate, offset by $36.2 million of gain on sales of real estate. The adjustments attributable to noncontrolling interests also reflect the correction of a $0.4 million over-allocation of loss to noncontrolling interests in the three months ended March 31, 2016 which was recorded in the fourth quarter of 2016. The correction was not material to net income attributable to common stockholders or FFO attributable to common interests in the Operating Company for the period presented.

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•	acquisitions of our target assets and related ongoing commitments;

•	our general partner commitments to our future investment vehicles and co-investment commitments to other investment vehicles;

•	principal and interest payments on our borrowings, including interest obligation on our convertible debt;

•	our operations, including compensation, administrative and overhead costs;

•	distributions to our stockholders;

•	acquisitions of common stock under our common stock repurchase program; and

•	income tax liabilities of taxable REIT subsidiaries and of the Company subject to limitations as a REIT.

•	cash on hand;

•	our credit facilities;

•	fees received from our investment management business;

•	cash flow generated from our investments, both from operations and return of capital;

•	proceeds from full or partial realization of investments;

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•	investment-level financing;

•	proceeds from long-term senior and subordinated corporate capital;

•	proceeds from public or private equity and debt offerings; and

•	third party capital commitments of sponsored investment vehicles.

(1)

Prorated to dividend per share of $0.24 for the period from January 11 to March 31, 2017. In connection with the consummation of the Merger, on January 20, 2017, the Company paid a dividend of $0.04444 per share of each Colony and NRF common stock on a pre-exchange basis, representing a pro rata dividend for the period from January 1, 2017 through January 10, 2017 of the quarterly dividend rate of $0.40 per share of each Colony and NRF common stock on a pre-exchange basis.

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(1)	Represents unused commitment fee of 0.35% per annum, assuming principal is repaid on maturity date of January 2021. There were no amounts outstanding on the corporate credit facility at March 31, 2017. See “—Liquidity and Capital Resources."

(2)	The convertible and exchangeable senior notes mature on their respective due dates, unless redeemed, repurchased or exchanged in accordance with their terms prior to such date. Amounts reflect future principal and interest payments through contractual maturity dates of the respective notes. See Note 11 to the Consolidated Financial Statements.

(3)

Amounts include minimum principal or principal curtailment based upon cash flows from collateral loans after payment of certain loan servicing fees and monthly interest, as well as fixed or floating rate interest obligations and unused commitment fee on investment level credit facilities, through initial maturity date of the respective secured and unsecured debt. Interest on floating rate debt was determined based on the applicable index at March 31, 2017. See Note 11 to the Consolidated Financial Statements.

(4)	The timing of future principal payments was estimated based on expected future cash flows of underlying collateral loans. Repayments are estimated to be earlier than contractual maturity only if proceeds from underlying loans are repaid by the borrowers.

(5)

We assumed noncancellable operating ground leases as lessee or sublessee in connection with certain properties acquired. The amounts represent minimum future base rent commitments through initial expiration dates of the respective leases, excluding any contingent rent payments, as well as exclude ground leases which require only nominal annual payments and those associated with real estate held for sale. Rents paid under ground leases are recoverable from tenants.

(6)	We lease office space under noncancellable operating leases. The amounts reflect only minimum lease payments and do not project any potential escalation or other lease-related payments.

(7)

Contingent consideration liability is in connection with our acquisition of the investment management business and operations of our former external manager. The amount is payable to certain senior executives of the Company in shares of class A and class B common stock, as well as OP Units, subject to achievement of multi-year performance targets. Although the earnout period expires on June 30, 2018, portions of contingent consideration related to capital raising targets may become due upon achieving those targets. The amount presented reflects the estimated fair value of the contingent consideration at March 31, 2017.

(8)

Future lending commitments may be subject to certain conditions that borrowers must meet to qualify for such fundings. Commitment amount assumes future fundings meet the terms to qualify for such fundings. Amount presented reflects only our share of investment commitments, excluding commitments attributable to noncontrolling interests. Potential future commitments that we have approved but are not yet legally binding as of March 31, 2017 are not included. See Note 5 to the Consolidated Financial Statements.

(9)

Amounts are in connection with our investments in unconsolidated ventures, including ADC arrangements accounted for as equity method investments, property acquisitions as well as commitments to Company-sponsored private funds and third party-sponsored private funds. Potential future commitments that we have approved but are not yet legally binding as of March 31, 2017 are not included. See Notes 4 and 6 to the Consolidated Financial Statements.

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•	Principles of consolidation—VIE assessment

•	Business combinations—evaluation of whether definition of a business is met; valuation of assets acquired, liabilities assumed and noncontrolling interests; purchase price allocation

•	Real estate assets—valuation of real estate and related intangibles at acquisition; classification as held for sale, impairment assessment; recognition of gain on sale of real estate

•	Loans receivable—nonaccrual policy; assessment of loan impairment and allowance for loan losses; accounting for PCI loans, including estimate of expected cash flows; accounting for ADC loans

•	Investments in unconsolidated ventures—impairment assessment

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•	Securities—OTTI assessment; accounting for PCI debt securities

•	Identifiable intangibles—impairment assessment

•	Goodwill—assignment to reporting units; impairment assessment

•	Transfers of financial assets—qualification for sale accounting

•	Income taxes—assessment of deferred taxes and uncertain tax positions

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ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

(1)	The Company's common stock repurchase program was announced by the Company on February 28, 2017. Pursuant to the common stock repurchase program, the Company may repurchase up to $300 million of the Company's class A common stock over a one-year period.

ITEM 3.	Defaults Upon Senior Securities.

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1.	I have reviewed this Quarterly Report on Form 10-Q of Colony NorthStar, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this Quarterly Report on Form 10-Q of Colony NorthStar, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.