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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;

•	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 the Closing Date and the closing traded price of the respective series of NRF preferred stock on the Closing Date, including accrued dividends, as follows:

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(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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•	Carrying value of the Company’s junior mezzanine loan to the borrower which is considered to be effectively settled upon the consensual foreclosure;

•	Cash to pay down principal and accrued interest on the borrower’s senior mortgage and senior mezzanine debt to achieve a compliant debt yield, and payment of an extension fee to exercise an extension option on the senior mortgage debt; and

•	In consideration of the former preferred equity holder of the borrower providing certain releases, waivers and covenants to and in favor of the Company and certain investment vehicles managed by the Company in executing the consensual foreclosure, the former preferred equity holder is entitled to an amount up to $13.0

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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 acquired in 2017 ranges from 26 to 39 years for buildings, 3 to 11 years for improvements and 2 to 14 years for other lease intangibles.

(3)	In September 2017, 90% of equity in the property holding entity was syndicated to third party investors. The new equity partners were granted certain participation rights in the business, resulting in a deconsolidation of the investment. The Company's remaining interest is reflected as an equity method investment.

(4)	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.

(5)	Real estate 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 and rental income from multifamily properties, both of which are subject to short-term leases.

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(1)	Includes automatically-renewed ground leases related to the Company's hotel properties.

(1)	Represents loans transferred into securitization trusts that are consolidated by the Company (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 its voting rights and/or representation on the investees' board of directors or equivalent committee.

(3)	For one investment where the Company has 75% ownership at September 30, 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. Some preferred equity investments may not have stated ownership interest.

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

(5)	Consists of (i) immaterial general partner ("GP") interests in private funds between 0.1% to 2.1%, (ii) 15% limited partner ("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 $140.2 million principal amount of N-Star CDO bonds held by the Company in its consolidated CDOs that are eliminated upon consolidation.

(4)	Includes $20.6 million of CMBS held by a sponsored investment company, which as of September 30, 2017, is consolidated by the Company through its seed capital. Other securities include 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. Impairment of $9.1 million was recorded in the three months ended September 30, 2017 based on the net asset value of the Townsend business in relation to its contracted selling price. As of September 30, 2017, $147.2 million of the Townsend goodwill is deductible for income tax purposes.

(3)	Represents only debt that is expected to be assumed by the buyer upon sale of the related asset.

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(1)	Represents primarily capital improvements, furniture, fixtures and equipment, tenant improvements, lease renewal and replacement reserves related to real estate assets.

(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.

(1)	Presented net of allowance for bad debt of $13.3 million at September 30, 2017 and $4.1 million at December 31, 2016.

(2)	Represents reserves held by the Company's third party managers 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)

Contingent consideration account holds certificates of deposit and cash for dividends paid on OP units held in escrow for the contingent consideration that may be earned by certain executives in connection with the Company's acquisition of the investment management business of its former manager (Notes 13 and 15). Upon settlement of the contingent consideration in connection with the Internalization at the end of the earnout period on June 30, 2018, dividends that were paid on OP units earned will be paid to the executives.

(5)	Represents primarily proceeds from loan payoffs held in escrow at September 30, 2017.

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(1)	Represents settlement payable for 520,422 shares of common stock repurchased by the Company in September 2017 that were settled in October 2017 (Note 15).

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

(2)	At September 30, 2017 and December 31, 2016, debt with carrying value of $304.1 million and $108.8 million, respectively, was related to financing on assets held for sale. Debt that will be assumed by a buyer upon the sale of an asset is presented in Note 9.

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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 at December 31, 2016 represents outstanding amounts from warehouse facilities, which were terminated upon full payoff in 2017.

(2)

At September 30, 2017, mortgage debt with aggregate outstanding principal of $611.6 million, primarily in the healthcare and hospitality segments, was either in payment default, including maturity default, or was not in compliance with certain covenants. 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, as applicable.

(3)	Includes $2.7 million of outstanding principal of non-recourse unsecured fixed rate 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 September 30, 2017, $635.6 million in outstanding principal of secured and unsecured debt maturing in 2017 have met their respective qualifying conditions for extension of maturity.

(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 September 30, 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)	Basis swap is held by a consolidated N-Star CDO, paying 3-month LIBOR plus 1.95% and receiving 1-month LIBOR plus 1.88%, used to economically hedge the timing of payments between certain underlying securities and corresponding bonds issued by the consolidated N-Star CDO.

(2)	A consolidated sponsored investment company sold a 10-year USD deliverable swap futures contract to economically hedge the interest rate exposure on its long dated fixed rate securities.

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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 the Company's 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 that 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)	Includes 12,884,700 shares of preferred stock for which redemption requests were made in September 2017 and settled in October 2017.

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

(5)	Includes 520,422 shares of common stock repurchased by the Company in September 2017 and settled in October 2017

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

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(1)

For the three months ended September 30, 2017 and 2016, excluded from the calculation of diluted earnings per share is the effect of adding back $7.1 million and $6.8 million of interest expense and 38,246,500 and 36,582,700 weighted average dilutive common share equivalents, respectively, for the assumed conversion or the exchange of the Company's outstanding convertible and exchangeable notes, as applicable, as their inclusion would be antidilutive. For the nine months ended September 30, 2017 and 2016, excluded from the calculation of diluted earnings per share is the effect of adding back $21.8 million and $20.5 million of interest expense, respectively, and 38,599,200 and 36,582,700 weighted average dilutive common share equivalents, respectively, for the assumed conversion or exchange of the Company's outstanding convertible and exchangeable notes, as applicable, 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 September 30, 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 September 30, 2017 and 2016, there were 32,285,700 and 30,480,500 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—1.25% 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 REITs 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 (only through July 2017); and

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

•	cost incurred in performing investment due diligence;

•	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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(1)	Excludes contractual minimum rental payments on Townsend office leases.

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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.

•	Other Equity and Debt—The Company's other equity and debt includes our portfolios of net lease, multifamily and multi-tenant office properties, the THL Hotel Portfolio, our interest in 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 comprise real estate, intangible assets other than investment management contracts and customer relationships, goodwill and fixed assets; and exclude financial instruments and 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.

•	Other Equity and Debt—Our other equity and debt segment includes our portfolios of net lease, multifamily and multi-tenant office properties, the THL Hotel Portfolio, our interest in 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.

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

•	Entered into a definitive agreement in August 2017 with NorthStar Income I and Northstar Income II to create Colony NorthStar Credit, a publicly traded commercial real estate credit REIT to be externally managed by us, with the proposed transaction subject to the approval of NorthStar Income I and Northstar Income II stockholders;

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•	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;

•	Closed on 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 CPI, a real estate investment group in Europe, through a restructuring of our loan receivable, resulting in the assumption of $566 million of real estate with underlying debt of $278 million;

•	Sold all of our interest in SFR, generating net proceeds of $501 million and a gain of $191 million;

•	Acquired an additional 4.7 million shares of NRE common stock, increasing our ownership interest in NRE to approximately 9%;

•	Acquired the THL Hotel Portfolio consisting of 148 limited service hotels across the Southwest and Midwest U.S. in July 2017 through a consensual foreclosure of our loan receivable, resulting in the assumption of $1.3 billion of real estate with underlying debt of $908 million;

•	Sold two net lease properties in Switzerland that were acquired in January 2015 for a gain of $68 million;

•	Entered into a definitive agreement to sell the Townsend business for $475 million (subject to certain purchase price adjustments), with net proceeds for our 84% interest after transaction and other expenses estimated to be approximately $379 million. The sale is expected to close in the fourth quarter of 2017 or first quarter of 2018;

•	Repurchased approximately 17.3 million shares of our class A common stock at an aggregate cost of $225 million under our stock repurchase program;

•	Refinanced debt with outstanding principal of $1.6 billion in our hotel portfolio at a moderately reduced interest rate and extended their maturity dates;

•	Repurchased all $13 million of outstanding principal of our 7.25% exchangeable notes and exchanged $2.5 million of outstanding principal of our 5.375% exchangeable notes into 0.2 million shares of our class A common stock;

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Issued 13.8 million shares of our new Series I preferred stock and 12.6 million shares of our new Series J preferred stock with dividend rates of 7.15% and 7.125% per annum, respectively, for total net proceeds of $637.9 million. A portion of the proceeds was used to redeem all of the outstanding shares of our Series A, Series F and Series C preferred stock and some of the outstanding shares of our Series B preferred stock for $645 million in aggregate; and

•	Closed on approximately $1.7 billion of additional third party institutional and retail capital commitments, including our pro rata share from equity method investments in third party asset managers.

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(1)	Our same store portfolio consisted of 312 buildings, which consisted of the same buildings that were owned during the three months ended September 30, 2017 and 2016.

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•	$93.1 million of interest expense on $6.5 billion of investment level debt assumed in the Merger, financing NRF assets in the healthcare, hospitality as well as other equity and debt segments;

•	$2.7 million of lower interest expense in our industrial portfolio as (i) the three months ended September 30, 2016 included approximately $1.0 million of accelerated deferred financing costs, and (ii) lower average debt balance in the three months ended September 30, 2017 compared to the same period in 2016 as we paid off the remaining balance on our variable rate acquisition debt in 2017;

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$17.7 million net increase in interest expense on legacy Colony debt in the other equity and debt segment from new investment level financing as well as debt assumed from acquisitions of CPI and THL Hotel Portfolio. These increases were partially offset by the paydown of debt, primarily from sales of our loan and real estate investments, particularly in our non-core portfolio of limited service hotels; and

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$1.8 million net increase in interest expense on corporate level debt driven by (i) $3.4 million of interest expense on NRF exchangeable notes and junior subordinated debt assumed in the Merger, largely offset by (ii) $1.9 million decrease in interest expense on our corporate credit facility due to lower utilization of our credit line as we applied some of the net proceeds from sale of our manufactured housing portfolio for working capital purposes.

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•	$8.5 million unrealized loss on an undesignated out-of-money interest rate swap assumed through the Merger. The swap was intended to economically hedge future refinancing risk on certain NRF mortgage debt; and

•	$10.4 million loss due to OTTI and write off of basis, primarily on CMBS securities held by consolidated N-Star CDOs, as the underlying securitization tranches continue to wind up.

•	$6.1 million gain due to a decrease in fair value of the contingent consideration liability from the Internalization transaction in 2015;

•	$2.0 million gain on remeasurement of a foreign currency loan receivable in our healthcare segment; and

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approximately $2.0 million gain resulting from the syndication of 90% of the equity in a California office building in September 2017. The new equity partners were granted certain participation rights in the business, resulting in a deconsolidation of the investment. The deconsolidation resulted in a gain, which represents the excess of proceeds from the syndication over the carrying value of our equity that was sold.

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(1)	Our same store portfolio consisted of 306 buildings, which consisted of the same buildings that were owned during the nine months ended September 30, 2017 and 2016.

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•	$261.9 million of interest expense on $6.5 billion of investment level debt assumed in the Merger, financing NRF assets in the healthcare, hospitality as well as other equity and debt segments;

•	$1.7 million decrease in interest expense in our industrial segment due to a lower average debt balance in 2017 as we paid off the remaining balance on our variable rate acquisition debt in 2017;

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$24.8 million net increase in interest expense on legacy Colony debt in the other equity and debt segment from additional investment level financing as well as debt assumed from acquisition of CPI and THL Hotel Portfolio. These increases were partially offset by decreases in interest expense due debt paydowns, primarily from sales of our loans and real estate investments, particularly in our non-core hotel portfolio; and

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$7.0 million net increase in interest expense on corporate level debt driven by (i) $10.5 million of interest expense on NRF exchangeable notes and junior subordinated debt assumed in the Merger, partially offset by (iii) $3.6 million decrease in interest expense on our corporate credit facility with lower utilization of our credit line as we applied some of the net proceeds from sale of our manufactured housing portfolio for working capital purposes.

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•	$14.3 million unrealized loss on an undesignated out-of-money interest rate swap assumed through the Merger; and

•	$12.5 million loss due to OTTI and write off of basis, primarily on CMBS securities held by consolidated N-Star CDOs, as the underlying securitization tranches continue to wind up.

•	$14.3 million gain due to a decrease in fair value of the contingent consideration liability from the Internalization transaction in 2015;

•	$6.2 million gain on remeasurement of a foreign currency loan receivable in our healthcare segment; and

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approximately $2.0 million gain resulting from the syndication of 90% of the equity in a California office building in September 2017. The new equity partners were granted certain participation rights in the business, resulting in a deconsolidation of the investment. The deconsolidation resulted in a gain, which represents the excess of proceeds from the syndication over the carrying value of our equity that was sold.

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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.

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(1)

Occupancy represents property operator's patient occupancy for all types except medical office buildings. Average occupancy is based on the 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.

(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 declined marginally from 96% at December 31, 2016 to 95% at September 30, 2017. In the nine months ended September 30, 2017, we added 6.5 million of net rentable square feet, taking into account both acquisitions and dispositions during the period.

•	Leasing activity continued at a steady pace with 80 new leases totaling 2.1 million square feet and 74 lease renewals totaling 3.3 million square feet. At September 30, 2017, no more than 18% of existing leases were scheduled to expire in any single year over the next ten years.

•	Acquisitions and dispositions during the nine months ended September 30, 2017 are summarized below. We continually recycle capital into newer assets to improve the overall quality of our portfolio.

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

•	None of our light industrial properties suffered structural damage as a result of Hurricanes Harvey and Irma in the third quarter of 2017. Certain properties in Orlando experienced minor damage. All of these properties remain fully operational.

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(1)	Average daily rate (“ADR”) is calculated by dividing room revenue by total rooms sold.

(2)	Revenue per available room (“RevPAR”) is calculated by dividing room revenue 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 acquisition, development and construction loans ($330 million) and preferred equity investments ($433 million).

•	Acquired a portfolio of distressed CRE loans in Ireland for $578 million, at approximately 60% discount to par, utilizing approximately 64% debt financing.

•	Acquired a controlling interest in CPI, a real estate investment group in Europe, through a restructuring of our loan receivable, resulting in the assumption of $566 million of real estate with underlying debt of $278 million.

•	Sold all of our interest in SFR for net proceeds of $501 million and a gain of $191 million.

•	Acquired an additional 4.7 million shares of NRE common stock, increasing our ownership interest in NRE to approximately 9%, valued at $66 million based on the closing price of NRE on November 7, 2017.

•	Acquired a Class A office building in Los Angeles in June 2017 for $456 million, including transaction costs. In September 2017, we syndicated 90% of the equity to third party investors and deconsolidated the property holding entity, with our remaining interest reflected as an equity method investment.

•

Acquired the THL Hotel Portfolio of 148 limited service hotels across the Southwest and Midwest U.S. in July 2017 through a consensual foreclosure of our loan receivable, resulting in the assumption of $1,260 million of real estate with underlying debt of $908 million. As a result of Hurricanes Harvey and Irma in the third quarter of 2017, 25 hotels in the THL Hotel Portfolio suffered varying degrees of damage, with certain hotels experiencing business interruption. One hotel was forced to close and is expected to re-open in January 2018. As of September 30, 2017, we have recognized $0.8 million of impairment loss for property damage, after taking into consideration $1.2 million of anticipated insurance recoveries for property damage. We are still assessing the estimated business interruption losses affecting certain of our hotels.

•	Sold two net lease properties in Switzerland that were acquired in January 2015 for a gain of $68 million.

•	At September 30, 2017, we had $713 million of real estate held for sale, financed with $364 million of 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 September 30, 2017, except that AUM of the retail companies and NRE are presented as of November 3, 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-advisor, RXR Realty.

(2)	NorthStar/Townsend Institutional Real Estate Fund Inc. (“NorthStar/Townsend”) submitted a registration statement on Form N-2 to the SEC in May 2017, which as of November 7, 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.

(3)	The Townsend investment management business is held for sale as of September 30, 2017.

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(1)

For the three months ended September 30, 2017, adjustments attributable to noncontrolling interests in investment entities include $44.0 million of real estate depreciation and amortization, $4.9 million of impairment of real estate, offset by $2.7 million of gain on sales of real estate. For the three months ended September 30, 2016, adjustments attributable to noncontrolling interests in investment entities include $16.0 million of real estate depreciation and amortization, $0.8 million of impairment of real estate, offset by $4.4 million of gain on sales of real estate. The adjustments attributable to noncontrolling interests also reflect the correction of a $0.7 million over-allocation of loss to noncontrolling interests in the three

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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;

•	investment-level financing;

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

•	third party capital commitments of sponsored investment vehicles.

(1)

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 to stockholders of record on January 9, 2017, representing a pro rata dividend for the period from January 1, 2017 through January 10, 2017 on a pre-exchange basis (or $0.03 after giving effect to the Colony exchange ratio of 1.4663). Additionally, the Company declared a dividend of $0.24 per share for the period from January 11, 2017 through March 31, 2017. Accordingly, dividends declared for the first quarter of 2017 per common share is equivalent to $0.27 per share after giving effect to the exchange ratio.

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•	sold a minority interest in our healthcare platform for $330 million (excluding pre-funded capital expenditures);

•	terminated a call spread arrangement assumed through the Merger in which we received $21.9 million in settlement, including the release of $15.0 million of cash pledged as collateral;

•	repurchased 17.3 million shares of our class A common stock for $224.6 million (including commissions);

•	repurchased all of our 7.25% exchangeable notes for $13.4 million; and

•

issued 13.8 million shares of Series I preferred stock in June 2017 and 12.6 million shares of Series J preferred stock in September 2017 with dividend rates of 7.15% and 7.125% per annum, respectively. We applied proceeds from the offerings totaling $637.9 million, combined with available cash, to redeem all of the outstanding shares of Series A, Series F and Series C preferred stock and a portion of the outstanding shares of Series B preferred stock for $644.9 million in aggregate.

(1)	Future interest payments on our corporate credit facility were estimated based on the applicable index at September 30, 2017 and unused commitment fee of 0.35% per annum, assuming principal is repaid on the initial maturity date of January 2021. See “—Liquidity and Capital Resources." There was no outstanding principal on the corporate credit facility at September 30, 2017.

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(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 September 30, 2017. Excludes investment-level debt financing related to assets held for sale. 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. Excludes contractual minimum rental payments on Townsend office leases.

(7)	Contingent consideration liability is in connection with the following:

(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 September 30, 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 third party-sponsored funds and Company-sponsored funds that are not consolidated. Potential future commitments that we have approved but are not yet legally binding as of September 30, 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

•	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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•	we may experience negative reactions from our investors;

•	we will be required to pay certain costs relating to the Combination, whether or not the Combination is completed, and, depending on the circumstances relating to a termination, may be required to pay certain termination fees or transaction expenses; and

•	our management’s focus and resources may be diverted from operational matters and other strategic opportunities while working to implement the Combination.

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

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(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.	Article 1 of the Partnership Agreement is hereby amended and restated with regard to the following definitions:

2.	Article 1 of the Partnership Agreement is hereby amended to add the following definitions:

4.

The Operating Partnership hereby is recapitalized by converting 6,335,190 of the outstanding Series B Company Preferred Units and all of the 5,000,000 outstanding Series C Company Preferred Units into 845,236 additional Series I Company Preferred Units and 10,858,626 Series J Company Preferred Units. Immediately upon such conversion, each Holder of Series I Company Preferred Units and Series J Company Preferred Units shall be deemed to have made a Capital Contribution to the Operating Partnership equal to Twenty-Five Dollars ($25.00) per Series I Company Preferred Unit and Series J Company Preferred Unit owned by such Holder.

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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.