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•	the market, economic and environmental conditions in the industrial real estate, single-family rental, and lodging sectors;

▪	our business and investment strategy, including the ability of CAH Operating Partnership, L.P. ("CAH OP," otherwise known as Colony American Homes) (in which we have a significant investment) to execute its single-family home rental strategy;

•	our ability to generate revenue from the single-family homes in which we own an interest;

•	our ability to dispose of our real estate investments quickly;

•	the performance of the hotels in which we own an interest;

▪	market trends in our industry, interest rates, real estate values, the debt securities markets or the general economy or the demand for commercial real estate loans;

▪	our projected operating results;

▪	actions, initiatives and policies of the U.S. government and changes to U.S. government policies and the execution and impact of these actions, initiatives and policies;

▪	the state of the U.S. and global economy generally or in specific geographic regions;

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

▪	the amount and value of commercial mortgage loans requiring refinancing in future periods;

▪	the availability of attractive investment opportunities;

▪	the availability and cost of debt financing from traditional lenders;

▪	the volume of short-term loan extensions;

▪	the demand for new capital to replace maturing loans;

▪	our expected leverage;

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

▪	changes in the value of our assets;

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

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

▪	changes in prepayment rates on our target assets;

▪	effects of hedging instruments on our target assets;

▪	rates of default or decreased recovery rates on our target assets;

▪	the impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters;

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▪	our ability to maintain our qualification as a real estate investment trust (“REIT”) 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”);

▪	the availability of opportunities to acquire commercial mortgage-related, real estate-related and other securities;

▪	the availability of qualified personnel;

▪	estimates relating to our ability to make distributions to our stockholders in the future; and

▪	our understanding of our competition.

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•	fixed upfront consideration to be paid in a combination of up to approximately 2.83 million shares of Class A Common Stock, 566,635 shares of Class B Common Stock and approximately 21.44 million OP Units, subject to certain adjustments as described below (the "Upfront Consideration"); and

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contingent consideration to be paid in a combination of up to approximately 1.11 million shares of Class A Common Stock, 98,958 shares of Class B Common Stock and approximately 3.78 million OP Units, subject to multi-year performance targets for achievement of certain funds from operations (“FFO”) per share targets and capital-raising thresholds from the funds management businesses (the "Contingent Consideration"). If the minimum performance target for either of these metrics is not met or exceeded, a portion of the Contingent Consideration paid in respect of the other metric would not be paid out in full.

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▪	capitalizing on asset level underwriting experience and market analytics to identify investments with pricing dislocations and attractive risk-return profiles that can be purchased at meaningful discounts to our estimates of intrinsic value;

▪	seeking to acquire assets held for sale that are undervalued as a result of operating uncertainty or liquidity constraints;

▪	enhancing asset value during ownership by active asset management and implementing opportunistic resolution and exit strategies;

▪	originating and structuring senior and/or junior loans with attractive return profiles relative to the underlying value and financial operating performance of the real estate collateral and the strength and quality of the sponsorship;

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retaining control, where possible, over the formulation and execution of the management strategies with respect to our assets, including the restructuring of non-performing or sub-performing loans, the negotiation of discounted pay-offs or other modification of the terms governing a loan, and, if necessary, the foreclosure and active management of assets underlying non-performing loans in order to reposition them for disposition; and

▪	structuring transactions with a prudent amount of leverage, if any, given the risk of the underlying asset's cash flows, attempting to match the structure and duration of the financing with the underlying asset's cash flows, including through the use of hedges, as appropriate.

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Real Estate Platforms. Investment in real estate operating platforms that typically are focused on specific property types and/or geographic markets with high quality, experienced management teams. These real estate operating platforms may raise equity capital from other investors or limited partners and our investment would typically involve taking an ownership stake in the manager or general partner interest.

•	Triple Net Lease Properties. The acquisition of real property that is capable of being, or already, occupied by creditworthy tenants subject to long-term, triple net leases.

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Loan Acquisitions. The acquisition of mortgage loans, or portfolios of mortgage loans, secured by first or second liens on commercial properties, including office buildings, industrial or warehouse properties, hotels, retail properties, apartments and properties within other commercial real estate sectors, which may include performing, sub-performing and non-performing loans. In particular, we have invested and intend to continue to invest in portfolios of commercial whole loans acquired from the Federal Deposit Insurance Corporation (the “FDIC”), other governmental agencies and financial institutions. In some cases, we may also acquire a pari passu or junior participation in a whole loan. We may finance or securitize acquired loans with the intent of profiting from these activities.

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Mortgage Loan Originations. The origination of whole mortgage loans to commercial property owners and developers. In some cases, we may originate and fund a first mortgage loan with the intention of structuring and selling a senior tranche (“A-note”) and retaining the subordinated tranche (“B-note”). In other cases, we may co-originate and fund a B-note alongside another lender who co-originates and contemporaneously funds the A-note. We may also seek to finance a mortgage loan or loan participation with non-recourse, matched term financing either individually or by contributing a loan into a pooled securitized financing structure.

•	Mezzanine Loans. The origination or acquisition of loans made to property owners that are subordinate to mortgage debt and are typically secured by pledges of the borrower's ownership interests in the property and/or direct or indirect entities that own the property.

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Preferred Equity. The origination or acquisition of a preferred equity investment in an existing or to-be-built commercial property or portfolio of commercial real estate, typically structured to receive cash distributions in seniority to a more junior class of equity. Equity interests may be subordinate to other forms of mortgage or property-level debt. Preferred equity may have a current pay requirement or an ability to accrue the preferred return but in the latter case, accruals usually must be paid current prior to distributions to the more junior equity class.

•	Common Equity. Investment in the common equity of an existing or to-be-built commercial property or portfolio of commercial real estate, typically targeting a higher yielding, opportunistic strategy to reposition, recapitalize, renovate or otherwise stabilize the underlying property or properties. We may also include third-party operating and/or other financial partners in these transactions.

•	Home Ownership/Rental Program. Through our interest in CAH OP, we may acquire residential homes from trustee sales, Multiple Listing Service ("MLS"), private investors, financial institutions, government sponsored entities such as Fannie Mae and Freddie Mac, and other sources, which are rented to tenants and held for investment purposes.

•	Loan-to-Own. The acquisition of mortgage loans or other real estate-related loans or debt investments with the expectation of subsequently foreclosing on, or otherwise taking control of, the property securing the loan or investment, which are generally referred to as “loan-to-own” investments.

•	Real Estate Owned ("REO") Properties. In certain instances, we also may invest in commercial and residential REO properties, which are properties owned by a governmental agency or lender after a loan default and subsequent seizure of collateral.

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Commercial Real Estate-Backed Securities. CMBS, collateralized debt obligations ("CDOs") and certain collateralized loan obligations ("CLOs") are securities that are collateralized by, or evidence ownership interests in, a single commercial mortgage loan or a partial or entire pool of mortgage loans secured by commercial properties and/or securities backed by interests in commercial property loans.

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Other Assets.  We may also invest in other commercial real estate-related debt investments, such as loans to REITs and real estate operating companies (“REOCs”) and corporate bonds of REITs and REOCs; debtor-in-possession ("DIP") loans, minority equity ownership interests in banks, residential mortgage-backed securities (“RMBS”); construction/rehabilitation loans; loans to providers of real estate net lease financing; residential mortgage loans or other interests in residential properties; other real estate-related financial assets and investments, including preferred stock and convertible debt securities of REITs and REOCs, credit default swaps and other derivative securities; collateralized debt obligations; and non-real estate-related debt investments.

•	no investment shall be made that would cause us to fail to qualify as a REIT for U.S. federal income tax purposes;

•	no investment shall be made that would cause us to be regulated as an investment company under the 1940 Act; and

•	until appropriate investments can be identified, our Manager may invest the proceeds of our equity offerings in interest-bearing, short-term investments, including money market accounts and/or U.S. treasury securities, that are consistent with our intention to maintain our status as a REIT and our exemption from registration under the 1940 Act.

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•	Corporate Governance Guidelines

•	Code of Business Conduct and Ethics

•	Code of Ethics for Principal Executive Officer and Senior Financial Officers

•	Audit Committee Charter

•	Nominating & Corporate Governance Committee Charter

•	Compensation Committee Charter

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•	the inability to successfully combine Colony Capital’s business with our Company in a manner that permits the combined company to achieve the cost savings anticipated to result from the Combination, which could result in the anticipated benefits of the Combination not being realized in the timeframe currently anticipated or at all;

•	the risk of not realizing all of the anticipated operational efficiencies or other anticipated strategic and financial benefits of the Combination within the expected timeframe or at all;

•	potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Combination; and

•	performance shortfalls as a result of the diversion of management’s attention caused by completing the Combination and integrating the companies’ operations.

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•	the inability of our investment professionals to identify attractive investment opportunities;

•	competition for such opportunities among other potential acquirers;

•	decreased availability of capital or financing on attractive terms;

•	our failure to consummate identified investment opportunities because of business, regulatory or legal complexities and adverse developments in the U.S. or global economy or financial markets;

•	terms we may agree with our fund investors to increase the percentage of transaction or other fees we may share with them; and

•	new regulations or actions of regulatory authorities.

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•	real estate assets are subject to risks particular to real property, including lease terminations and/or tenant defaults, any of which could reduce its return from an affected property or asset;

•	non-performing and sub-performing commercial mortgage loans, or loans that may become non-performing and sub-performing, are subject to increased risks relative to performing loans;

•	the supply of commercial mortgage loans that meets Colony Capital’s investment objectives and strategies will probably decrease as the economy improves, which may cause it to adjust its investment strategies;

•	commercial mortgage loans and the mortgage loans underlying Colony Capital’s CMBS investments are subject to the ability of the property owner to generate net income from operating the property as well as the risks of delinquency and foreclosure;

•	CMBS investments are subject to the risks of the securitization process, as well as all of the risks of the underlying mortgage loans;

•	investments in non-investment grade rated loans, corporate bank debt and debt securities of commercial real estate operating or finance companies will be subject to the specific risks relating to the particular company and to the general risks of investing in real estate-related loans and securities, which may result in significant losses;

•	derivative instruments, credit default swaps and construction loans would subject Colony Capital to increased risk of loss;

•	residential mortgage loans are subject to risks particular to investments secured by mortgage loans on residential property;

•	investments may be concentrated and will be subject to risk of default;

•	equity investments and mezzanine debt investments often rank junior to senior loans or investments made by others, which presents an increased risk of loss of the investment; and

•	limited numbers of investments, or investments concentrated in certain geographic regions or asset types, could negatively affect a fund’s performance to the extent those concentrated investments perform poorly.

•	the possibility that investors might become bankrupt or otherwise be unable to meet their capital contribution obligations;

•	that fund agreements often restrict our ability to transfer or liquidate our interest when we desire or on advantageous terms;

•	that our relationships with the investors will be generally contractual in nature and may be terminated or dissolved under the terms of the agreements, or we may be removed as general partner, and in such event, we may not continue to manage or invest in the applicable fund underlying such relationships;

•	that disputes between us and the investors may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business and result in subjecting the investments owned by the applicable investment fund to additional risk; and

•	that we may incur liability for obligations of a partnership by reason of being its general partner.

•	a number of our competitors in some of our businesses may have greater financial, technical, marketing and other resources and more personnel than we do, and, in the case of some asset classes, longer operating histories, more established relationships or greater experience;

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•	fund investors may materially decrease their allocations in new funds due to their experiences following an economic downturn, the limited availability of capital, regulatory requirements or a desire to consolidate their relationships with investment firms;

•	some of our competitors may have better expertise or be regarded by fund investors as having better expertise in a specific asset class or geographic region than we do;

•	some of our competitors have agreed to terms on their investment funds or products that may be more favorable to fund investors than our funds or products, such as lower management fees, greater fee sharing, or performance hurdles for carried interest, and therefore we may be forced to match or otherwise revise our terms to be less favorable to us than they have been in the past;

•	some of our funds may not perform as well as competitors’ funds or other available investment products;

•	our competitors have raised or may raise significant amounts of capital, and many of them have similar investment objectives and strategies to our funds, which may create additional competition for investment opportunities and may reduce the size and duration of pricing inefficiencies that many alternative investment strategies seek to exploit;

•	some of these competitors may also have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for us with respect to investment opportunities;

•	some of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments;

•	some of our competitors may be subject to less regulation or less regulatory scrutiny and accordingly may have more flexibility to undertake and execute certain businesses or investments than we do and/or bear less expense to comply with such regulations than we do;

•	there are relatively few barriers to entry impeding the formation of new funds, including a relatively low cost of entering these businesses, and the successful efforts of new entrants into our various lines of business, including major commercial and investment banks and other financial institutions, have resulted in increased competition;

•	some fund investors may prefer to invest with an investment manager that is not publicly traded, is smaller, or manages fewer investment products; and

•	other industry participants will from time to time seek to recruit our investment professionals and other employees away from us.

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•	we do not have exclusive control over the asset or joint venture, which may prevent us from taking actions that are in our best interest;

•	joint venture agreements often restrict the transfer of a partner’s interest or may otherwise restrict our ability to sell the interest when we desire and/or on advantageous terms;

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•	any future joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate procedures requiring the other partner to choose between buying the other partner’s interest or selling its interest to that partner;

•	we may not be in a position to exercise sole decision-making authority regarding the asset or joint venture, which could create the potential risk of creating impasses on decisions, such as asset acquisitions or dispositions;

•	a partner may, at any time, have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals;

•	a partner may be in a position to take action contrary to our instructions, requests, policies or objectives, including our current policy with respect to maintaining our qualification as a REIT and our exemption from registration under the 1940 Act;

•	a partner may fail to fund its share of required capital contributions or may become bankrupt, which may mean that we and any other remaining partners generally would remain liable for the joint venture’s liabilities;

•	our relationships with our partners are contractual in nature and may be terminated or dissolved under the terms of the applicable joint venture agreements and, in such event, we may not continue to own or operate the interests or assets underlying such relationship or may need to purchase such interests or assets at a premium to the market price to continue ownership;

•	disputes between us and a partner may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and efforts on our business and could result in subjecting the assets owned by the joint venture to additional risk; or

•	we may, in certain circumstances, be liable for the actions of a partner, and the activities of a partner could adversely affect our ability to qualify as a REIT or remain exempt from registration under the 1940 Act, even though we do not control the joint venture.

•	an economic downturn in the industrial real estate sector;

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environmentally hazardous conditions, including the presence of or proximity to underground storage tanks for the storage of petroleum products and other hazardous toxic substances, or the failure to properly remediate these substances, and the resulting potential for release of such products and substances, which may adversely affect our ability to sell, rent or pledge such properties as collateral for future borrowings;

•	restrictions imposed by environmental laws on the manner in which property may be used or businesses may be operated; and

•	the risk of liabilities, including under environmental laws and regulations, arising from leasing properties to customers that engage in industrial, manufacturing, and commercial activities that involve hazardous or toxic substances.

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•	our ability to generate revenue from the single-family homes in which we own an interest will be dependent on the ability of tenants to pay rent, and the failure of a significant number of our tenants to pay rent timely or at all or a significant number of lease terminations could have a material adverse effect on our results of operations;

•	the single-family homes in which we own an interest will compete with numerous housing alternatives in attracting residents, including other single-family homes and apartment communities, which may reduce occupancy levels and have a material adverse effect on our revenues;

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CAH OP will compete for attractive acquisition opportunities against other sources of capital, including other private investment funds, pension funds and their advisors, individual home buyers, public and private REITs, foreign investors and various types of financial institutions and their affiliates, which could limit suitable investment opportunities or decrease returns and may have a material adverse effect on our revenues;

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the single-family homes in which we own an interest typically are, and homes we acquire in the future likely will be, located in markets that have been particularly susceptible to adverse local and national economic conditions, and there can be no assurances that future economic downturns will not adversely affect our ability to generate revenue from the homes or cause the market value of the homes to decline significantly;

•	the rental markets in which the single-family homes are located may remain flat or deteriorate, which could limit the extent to which rental rates can be increased to satisfy increased expenses without having a material adverse effect on occupancy rates;

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the single-family homes in which we hold an interest are illiquid assets. Real estate investments generally cannot be disposed of quickly, especially when market conditions are poor, which could limit CAH OP's ability to vary its portfolio promptly in response to changes in economic or other conditions and its ability to utilize sales proceeds as a source of liquidity, which may have a material adverse effect on our revenues;

•	if we are unable to lease or re-lease vacant single-family homes, we will be subject to costs, including mortgage payments, insurance premiums, maintenance and real estate taxes, but will not have a source of revenue to satisfy such costs, which could have a material adverse effect on our results of operations;

•	we are dependent on the performance of third-party managers to manage the leasing and maintenance of the single-family homes in which we own an interest, and our results of operations could be adversely affected if such third-party managers do not manage the homes in our best interests; and

•	federal, state and local laws, regulations and ordinances, including landlord/tenant laws and regulations, could exist or be adopted that affect the terms of the leases to which the single-family homes are subject, which could affect our ability to manage the properties in a cost-effective manner.

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•	acts of God, including earthquakes, floods and other natural disasters, which may result in uninsured losses;

•	acts of war or terrorism, including the consequences of terrorist attacks, such as those that occurred on September 11, 2001;

•	adverse changes in national and local economic and market conditions;

•	changes in, and related costs of compliance with, governmental laws and regulations, fiscal policies and zoning ordinances;

•	costs of remediation and liabilities associated with environmental conditions such as indoor mold; and

•	the potential for uninsured or under-insured property losses.

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Lodging assets have different economic characteristics than many other real estate assets. A typical office property, for example, has long-term leases with third-party tenants, which provides a relatively stable long-term stream of revenue. Hotels, on the other hand, generate revenue from guests that typically stay at the hotel for only a few nights, which causes the room rate and occupancy levels to change every day, and results in earnings that can be highly volatile;

•	To maintain our qualification as a REIT for U.S. federal income tax purposes, we generally cannot operate or manage the hotels.

•	Consequently, we will not control the day-to-day operation of the hotels and must rely on the ability of the third-party hotel managers to operate the hotels successfully and in our best interests. As a result, we are subject to the risk that the third-party managers do not perform to our expectations or otherwise do not manage the hotels in our best interests;

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The hotels operate under franchise agreements that require maintaining the franchisors’ operating standards and satisfying other terms and conditions that could require the expenditure of significant amounts of money. Failure to maintain these standards or satisfy other terms and conditions could result in a franchise license being canceled. The loss of a franchise license could materially and adversely affect the operations or the underlying value of the hotel because of the loss of associated name recognition, marketing support and centralized reservation systems provided by the franchisor, which could adversely affect the financial performance of the hotels;

•	The lodging industry is highly competitive and other hotel owners may have an operating model that allows them to offer guestrooms at lower rates than those offered at the hotels we own an interest in, which could adversely affect demand for guestrooms and the financial performance of the hotels;

•	The seasonality of the lodging industry often results in significant fluctuations in occupancy, revenues and operating expenses, which could adversely affect the financial performance of the hotels;

•	Restrictive covenants in certain of the hotel management and franchise agreements may limit the ability to sell or refinance a hotel without the consent of the hotel management company or franchisor, which could materially impede our ability to take actions with respect to the hotels that are in the best interests of our stockholders; and

•	The performance of the hotels may be materially affected by events beyond our control, such as terrorist attacks, travel related health concerns including pandemics and epidemics, imposition of taxes or surcharges by regulatory authorities, travel-related accidents and unusual weather patterns, including natural disasters such as hurricanes and environmental disasters.

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•	risks of delinquency and foreclosure, and risks of loss in the event thereof;

•	the dependence upon the successful operation of, and net income from, real property;

•	risks generally incident to interests in real property; and

•	risks specific to the type and use of a particular property.

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•	restrict our and our subsidiaries’ ability to incur additional indebtedness;

•	restrict our and our subsidiaries’ ability to make certain investments;

•	restrict our and our subsidiaries’ ability to merge with another company;

•	restrict our and our subsidiaries’ ability to create, incur or assume liens;

•	restrict our and our subsidiaries’ ability to sell, transfer or restructure our assets for any reason;

•	restrict our ability to make distributions to our stockholders; and

•	require us to maintain certain financial coverage ratios.

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•	Our cash flow from operations may be insufficient to make required payments of principal of and interest on the debt or we may fail to comply with all of the other covenants contained in the debt, which is likely to result in:

•	acceleration of such debt (and any other debt containing a cross-default or cross-acceleration provision) that we may be unable to repay from internal funds or to refinance on favorable terms, or at all;

•	our inability to borrow unused amounts under our financing arrangements, even if we are current in payments on borrowings under those arrangements; and/or

•	the loss of some or all of our assets to foreclosure or sale;

•	our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase with higher financing costs;

•	we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, future business opportunities, stockholder distributions or other purposes; and

•	we may not be able to refinance debt that matures prior to the investment it was used to finance on favorable terms, or at all.

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•	general market conditions;

•	the market’s view of the quality of our assets;

•	the market’s perception of our growth potential;

•	our eligibility to participate in and access capital from programs established by the U.S. Government;

•	our current and potential future earnings and cash distributions; and

•	the market price of our common stock.

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•	economic fluctuations in the international locations in which we invest;

•	the availability of capital to purchase assets located outside the United States may be unavailable on favorable terms or at all, or may be subject to non-customary covenants that hinder our operations;

•	the burdens of complying with international regulatory requirements and prohibitions that differ between jurisdictions;

•	social, political and economic changes and disruptions;

•	tariffs and other trade barriers or restrictions;

•	potentially adverse tax consequences;

•	difficulty enforcing contractual rights;

•	governmental currency controls; and

•	currency exchange rate fluctuations.

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•	hedging can be expensive, particularly during periods of rising interest rates and volatility;

•	available hedges may not correspond directly with the risk for which protection is sought;

•	the duration of the hedge may not match the duration of the related liability;

•	the amount of income that a REIT may earn from certain hedging transactions is limited by U.S. federal tax provisions governing REITs;

•	the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; and

•	the hedging counterparty owing money in the hedging transaction may default on its obligation to pay.

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•	actual receipt of an improper benefit or profit in money, property or services; or

•	active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.

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We lease hotels to a TRS. If the leases with our TRS are not respected as true leases for U.S. federal income tax purposes, we may fail to qualify as a REIT. For the rent paid pursuant to the hotel leases with our TRS to qualify for purposes of the gross income tests, the leases must be respected as a true lease for U.S. federal income tax purposes and must not be treated as a service contract, joint venture or some other type of arrangement. We structured our leases so that the lease will be respected as a true lease for U.S. federal income tax purposes, but there can be no assurance that the IRS will agree with this characterization.

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If one or more of our TRSs fails to qualify as a “taxable REIT subsidiary” under the Internal Revenue Code, we could fail to qualify as a REIT. Rent paid by a lessee that is a “related party tenant” of ours is not qualifying income for purposes of the two gross income tests applicable to REITs. So long as the TRS-lessee qualifies as a TRS, it will not be treated as a “related party tenant” with respect to our properties that are managed by a qualifying independent hotel management company. In addition, an entity will not qualify to be treated as a TRS if it directly or indirectly operates or manages a lodging facility or health care facility, subject to certain exceptions. We believe that our TRSs qualify to be treated as TRSs for U.S. federal income tax purposes, but there can be no assurance that the IRS will not challenge the status of our TRSs for U.S. federal income tax purposes or that a court would not sustain such a challenge.

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If our hotel manager does not qualify as an “eligible independent contractor” or if our hotels are not “qualified lodging facilities,” we could fail to qualify as a REIT. Each property with respect to which our TRS lessee pays rent must be a “qualified lodging facility.” As of the date hereof, we believe that all of the hotels leased to or owned by our TRS are qualified lodging facilities. The REIT provisions of the Internal Revenue Code provide only limited guidance for making determinations under the requirements for qualified lodging facilities, and there can be no assurance that these requirements will be satisfied in all cases. The hotel management companies that have entered into management contracts with our TRSs (or entities in which our TRSs own an interest) must qualify as “eligible independent contractors” under the REIT rules in order for the rent paid to us by our TRS to be qualifying income for our REIT income test requirements (and for our TRSs to qualify as TRSs). Complex ownership attribution rules apply for purposes of these ownership thresholds. Although we intend to monitor ownership of our stock by our hotel managers and their owners, and certain provisions of our Charter are designed to prevent ownership of our stock in violation of these rules, there can be no assurance that these ownership levels will not be exceeded.

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(1)	Represents annualized fixed base rental amount in effect as of December 31, 2014 using rental revenue computed on a straight-line basis in accordance with GAAP and excludes the impact of amortization of above-/below-market lease values

(2)	Excludes renewal options

(3)	The ownership interest in this table reflects our economic interest in the properties based upon our ownership interests in the respective entities that hold the assets.

(4)	Includes one parcel of vacant land with no lease

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(1)	Represents total housing units, which are leased separately from any other housing units. No property with a single deed has more than four housing units, and less than 1% of our wholly owned properties have more than one housing unit.

(2)	Includes acquisition and renovation costs incurred through December 31, 2014.

(3)	Includes 231 housing units held for sale representing $36.8 million in total cost basis at December 31, 2014.

(4)	Jointly-owned properties are owned through a joint venture with Fannie Mae in which CAH OP acquired its managing member interest for an aggregate payment of $35.1 million.

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(1)

Core Earnings is a non-GAAP financial measure more fully described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Supplemental Financial Measure: Core Earnings.” We believe that Core Earnings is a useful supplemental measure of our operating performance. The exclusion from Core Earnings of certain items allows investors and analysts to readily identify the operating results of the assets that form the core of our activity and assists in comparing those operating results between periods. Core Earnings is also the basis upon which the incentive fee to our Manager is calculated. Also, as some of our competitors use a similar supplemental measure, it facilitates comparisons of operating performance to other similar REITs. However, other REITs may use different methodologies to calculate Core Earnings, and accordingly, our calculation of Core Earnings may not be comparable to other similar REITs that present similar supplemental measures. Core Earnings does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income as defined by GAAP and is not indicative of cash available to fund all cash flow needs. For a description of Core Earnings and a reconciliation of our GAAP net income (loss) available for common stockholders to Core Earnings, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Supplemental Financial Measure: Core Earnings.”

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•	Real estate equity, which includes:

•	Light industrial properties held through a co-investment partnership formed and managed by us acting as general partner;

•	Single-family homes for rent held through our investment in CAH OP; and

•	Other real estate equity, which includes triple net lease investments, real estate acquired in settlement of loans, common equity in real estate or related companies, and certain preferred equity investments with profit participation meeting certain risk or return profiles.

•	Real estate debt investments, including loan acquisitions and originations:

•	Loan acquisitions include the purchase of performing, sub-performing and/or non-performing commercial real estate debt (including loan-to-own strategies), often at significant discounts to par

•	Originations include structured senior and subordinate debt secured by mortgages and/or equity interests in commercial real estate with a bias towards current yield

•	Executed definitive documents with Colony Capital to acquire its trademark name and substantially all of its real estate investment management businesses and operations and internalize our management (see Item 1. Business—Combination with Colony Capital);

•	Acquired a portfolio of 256 light industrial real estate properties and the associated operating platform ("Light Industrial Portfolio") from Cobalt Capital Partners, L.P. and its affiliates for an aggregate purchase price of approximately $1.6 billion, with $1.1 billion mortgage financing and $206 million of third party limited partner capital;

•	Deployed or committed $4.3 billion of capital on a gross basis, composed of: $1.6 billion in 23 new debt investments, $0.6 billion in 37 new originations within the Transitional CRE Lending Platform and $2.1 billion in 8 real estate equity investments, which includes approximately $350 million of funded and committed co-investment in Company-sponsored investment vehicles;

•	Continued to increase our presence in Europe with $557.6 million deployed in seven debt and three equity investments across the continent;

•	Issued an aggregate 32.6 million shares of our common stock for net proceeds of approximately $717 million;

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•	Issued 3.45 million shares of our 7.5% Series B Cumulative Redeemable Perpetual Preferred Stock for net proceeds of approximately $83.4 million;

•	Completed two securitization transactions within our Transitional CRE Lending Platform, providing net proceeds of $323.9 million bearing interest at a weighted average coupon of 1-month London Interbank Offered Rate ("LIBOR") plus 1.89%, and one securitization of multifamily loans with gross proceeds of $217 million bearing interest at 2.54%;

•	Amended the terms of our existing credit facility to provide increased liquidity up to $645 million under more favorable terms, including a reduced spread to LIBOR;

•	Obtained a repurchase facility for our Transitional CRE Lending Platform which provides up to $150 million of financing for eligible assets within the platform;

•	Issued an aggregate $402.5 million of 3.875% convertible senior notes due on January 15, 2021 for net proceeds of approximately $394 million.

(1)	Originations include preferred equity investments earning a fixed return.

(2)	Other real estate equity investments include interests in real estate properties, equity interests obtained through foreclosures or deed-in-lieu of foreclosure on the collateral of target assets originally acquired or originated as debt instruments, and preferred equity earning a fixed return plus equity participation.

(3)	The following table provides a reconciliation of total investments presented above to the amounts included in our consolidated financial statements and the accompanying notes in Item 15 of this Annual Report:

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(1)	Amounts represent the carrying value of our investment at December 31, 2014, net of investment-specific financing and amounts attributable to noncontrolling interests. Amounts reflect our investments and our share of income less amounts distributed and realized since the inception of the investment.

(2)	Amounts represent our share of additional funding commitments for future investments, unfunded lending commitments, ordinary operating costs, guaranties or other commitments of each investment as of December 31, 2014, as described in Note 17 to our consolidated financial statements included in Item 15 of this Annual Report.

(3)	Investments with non-recourse financing.

(4)	We funded $50 million of equity, alongside $50 million from a passive co-investment partner, in January 2015

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MF1 Securitization. In October 2014, we transferred 298 performing first mortgage loans in the Fannie Mae Portfolio and the MF1 Loan Portfolio with a combined $316 million outstanding unpaid principal balance (“UPB”) into a securitization trust. The securitization trust issued several classes of certificates of which the most senior class of certificates was sold to third party investors at par with a fixed rate of 2.54% for gross proceeds of $217 million. We retained the remaining classes of certificates, which may be sold in the future at our discretion.

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Fannie Mae Portfolio. In June 2014, we acquired a performing loan portfolio with an aggregate UPB of $272 million from Fannie Mae. The portfolio was composed of 237 first mortgage loans with an average loan balance of $1.1 million, a weighted average coupon of 6%, and is 88% collateralized by multifamily properties. The collateral is geographically diversified across 43 states with the largest concentration in California. The aggregate purchase price for the portfolio was approximately $275 million. In October 2014, we securitized certain loans in this portfolio in the MF1 Securitization transaction.

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MF1 Loan Portfolio. In August 2014, we acquired a portfolio of performing and non-performing loans with an aggregate UPB of $98 million from a commercial bank. The portfolio is composed of 110 first mortgage loans with an average loan balance of $0.9 million, a weighted average coupon of 6%, and is 93% collateralized by multifamily properties. The collateral is geographically diversified across 33 states with the largest concentrations in Texas and California. The aggregate purchase price for the portfolio was approximately $94 million. In October 2014, we securitized certain loans in this portfolio in the MF1 Securitization transaction.

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UK CRE 2014. In July 2014, we, in a joint venture with a certain Co-Investment Fund, acquired an £80.3 million sub-performing loan from a German financial institution. The loan is secured by 13 commercial real estate assets which include office, industrial and retail properties throughout the United Kingdom. The loan bears interest at one-month LIBOR plus 0.85% and additional default interest of 1%. The purchase price for the loan was £56.0 million, representing approximately 70% of the UPB. Our share of the investment is 50%, or approximately $48.1 million.

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U.S. Loan Portfolio 2014-1. In March 2014, we invested in a joint venture with a Co-Investment Fund to acquire three performing mortgage loans owned by a European real estate bank, with an aggregate UPB of approximately $138 million. The loans are collateralized by a luxury destination resort in California, an industrial portfolio in Tennessee, and a regional shopping center in North Carolina. The joint venture purchased the loans at a discount to par with non-recourse matched-term financing for 65% of the purchase price at LIBOR plus 2.85%. Our share of this investment is 79%.

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Florida Mixed-Use NPL. In August 2014, we invested in a joint venture with a Co-Investment Fund to acquire a nonperforming loan with an aggregate unpaid principal balance of approximately $171 million secured by a 19 parcel, 444 acre development site located in the tourist corridor of Orlando, Florida. The purchase price for the loan was $63.5 million, representing approximately 37% of the UPB. Our share of the investment is 50%, or approximately $31.8 million.

•	Ashford Notes. In February 2014, the borrower of two subordinated loans with an aggregate UPB of $51.8 million acquired in February and March 2012 fully paid off the loans at par. Our share of this investment was 50%.

•	Luxury Destination Club Recourse Loan I and II. During 2014, both loans were paid off in full, resulting in full recognition of the unamortized discount, for additional interest income to us of $7.3 million, net of $4.8 million attributable to noncontrolling interests.

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Manhattan Landmark Buildings Loan. In March 2011, we, together with a Co-Investment Fund, acquired at a discount an existing $60 million first mortgage loan secured by fee simple condominium interests within two Manhattan landmark buildings for $38 million. Simultaneously upon closing, the loan was restructured to reflect a $39.1 million principal balance. In April 2012, the loan was further amended and restated into an A-note and a B-note and the A-note was sold to an unrelated third party. In June 2014, the borrower fully repaid the $14 million retained B-note plus prepayment fee. The payoff resulted in additional interest income to us of $730,000, net of amounts attributable to noncontrolling interests. Our share of this investment was 74%.

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Spanish REOC/Colonial Loan. In November 2009, we, in a joint venture with Co-Investment Funds, together with a 50% third-party investor (collectively, the "Colonial Investors"), acquired a €903 million share of a €4.3 billion syndicated loan to Inmobiliaria Colonial, S.A. (“Colonial”), a leading Spanish real estate company listed on the Madrid Stock Exchange, at a 63% discount to par. In February 2010, the loan was restructured into a €354 million first mortgage, 3.3 billion shares of Colonial and a €144 million loan (“Devco Loan”) (including €50 million warrants). In May 2014, pursuant to a restructuring and recapitalization of Colonial, the following transactions took place: (i) the Colonial Investors received full payoff of the first mortgage loan, resulting in a substantial gain compared to the allocated basis in the loan; (ii) as an existing shareholder and creditor, the Colonial Investors received subscription rights to acquire shares in the restructured company, which, together with a cash investment, the Colonial Investors exercised at the time of the restructuring to acquire 300 million shares of the newly restructured Colonial; (iii) the joint venture between us and the Co-Investment

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Transitional CRE Lending Platform. During 2014, we originated 26 first mortgage loans and five mezzanine loans with an aggregate UPB of $593.6 million and unfunded commitments of $64.6 million as of December 31, 2014 within our Transitional CRE Lending Platform. The loans in the portfolio bear interest, on a weighted average basis, at 1-month LIBOR plus 6.0%, and have initial terms of 2 to 3 years. The loans feature one to three 12-month extension options subject to payment of extension fees and satisfaction of certain performance metrics. The underlying collateral includes retail, multifamily, office, hospitality, and industrial properties. In April 2014 and November 2014, eleven and fifteen of the loans, respectively, in the portfolio were included in floating rate securitizations. The April 2014 securitization provided $126.2 million aggregate principal balance of notes bearing a weighted average interest of LIBOR plus 1.78%. The November 2014 securitization provided $197.7 million aggregate principal balance of notes bearing a weighted average interest of LIBOR plus 1.96%. During 2014, we made draws on the Repurchase Facility to finance 14 non-securitized variable rate loans originated within the Transitional CRE Lending Platform. The draws provided $178.6 million of financing, of which $93.1 million was repaid from securitization proceeds. The Repurchase Facility bears interest at 1-month LIBOR plus 2.5% (see "—Liquidity and Capital Resources—Repurchase Facility" and "—Liquidity and Capital Resources—Investment-Level Financing").

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UK Retail Borrower Recapitalization. As a part of a borrower recapitalization transaction in March 2014, a joint venture between us and a Co-Investment Fund originated a £140 million (approximately $233 million at origination) loan that was primarily collateralized by a first mortgage on a large U.K. shopping center. The loan proceeds were used to refinance an existing loan at a significant discount to par despite there having been no monetary default. In connection with the refinancing, the Company originated a new mezzanine loan with a UPB of £50 million (approximately $78 million at December 31, 2014). In connection with the payoff of the original mortgage loan, the borrower paid a $6.6 million exit fee. The refinancing also resulted in full recognition of the unamortized origination discount. As a result of the refinancing, we recognized a combined gain of approximately $15.8 million, net of amounts attributable to noncontrolling interests. Our share of the joint venture with the Co-Investment Fund is 96%.

•	Times Square First Mortgage Loan. In April 2014, we originated a $63 million first mortgage loan secured by a development site in the Times Square submarket of Manhattan.  The loan bears an interest rate of LIBOR plus 9.75% (with a 0.25% LIBOR floor), with a 1% origination fee and a 1% exit fee.  The initial term of the loan is 18 months, plus two 6-month extension options.

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California Multifamily & Office Development Loan. In October 2014, we originated a $77 million first mortgage loan facility that is primarily collateralized by a 2.5 acre land parcel in San Francisco’s mid-Market district. Of the committed amount, we funded $55.1 million, less a $4.9 million interest reserve and a 1% origination fee, in October 2014. The initial loan proceeds at closing were used to acquire the land, while additional loan proceeds will be drawn upon during the term of the loan to fund the development of the site into a luxury residential tower and office building. The loan has a 2-year initial term and bears an interest rate of 1-month LIBOR plus 8.0% and includes an option to participate in the future vertical construction phase of the project.

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California Hotel Development Loan. In October 2014, we, in a joint venture with a Co-Investment Fund, originated a $95 million senior loan facility to finance the construction of a 317-key boutique four-star hotel located in Southern California. The loan has a three year initial term with two one-year extension options, a 1.0% origination fee, and a 0.5% extension fee. The loan bears an interest rate of 1-month LIBOR plus 9.0% with a LIBOR floor of 0.5%. The joint venture expects to ultimately fund its commitment over the next 18 months and further expects to participate a senior interest in the loan. Our share of this investment is 50%, or $47.5 million of the total commitment.

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Hawaii Luxury Resort. In February 2014, a joint venture between us, a Co-Investment Fund and an unaffiliated investor acquired an REO property consisting of a five-diamond resort hotel on a 55-acre coastal site located in Hawaii. The hotel received an extensive $180 million renovation in 2006 and 2007, is branded by a renowned luxury hotel operator and includes 73 unsold condos. The property was acquired from a former lender who had foreclosed following a loan default by the previous owners. The total initial capitalization of the investment is approximately $160 million, including an initial funding of $85 million via a third-party first mortgage at the closing of the acquisition. We and the Co-Investment Fund funded $40 million of a $45 million mezzanine loan and $15 million, or 50%, of the equity, with the remainder of the equity owned by the unaffiliated investor. In connection with the property acquisition, the joint venture incurred transaction costs, our share of which was approximately $0.7 million. The mezzanine loan has a term of five years and bears a fixed

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French Hospitality Loan. In July 2014, we invested in a joint venture with a Co-Investment Fund to originate a €53 million loan which is secured by an equity pledge in a portfolio of 12 upscale and luxury hotels located in Courchevel and Saint-Tropez, France (representing an approximate 20% loan-to-value on the entire security package) and including first mortgages on the two most valuable properties, which represent an approximate mortgage loan-to-value of 50%. The loan bears an interest rate of 9%, of which 3% is paid-in-kind, and a 2% origination fee. The initial term of the loan is three years and includes up to two years of extension periods. Our share of this investment is 50% or $35 million.

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Mediterranean Resort Loan. In August 2014, we invested in a joint venture with a Co-Investment Fund to originate a €40.4 million mezzanine loan secured by an equity pledge in a development company that owns a luxury resort in Greece. The loan bears an annual interest rate of 11%. The term of the loan is six years. We and the Co-Investment Funds will also participate in profits from hotel operations and private villa sales. A portion of the loan will be used to acquire and develop a land plot adjacent to the hotel, featuring 20 additional hotel pavilions and 13 additional private luxury villas, and to finalize the construction of the beach club. Our share of this investment, including capitalized origination costs, is 50% or $27 million.

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Irish Office Development Loan. In July 2014, we, in a joint venture with certain Co-Investment Funds, financed the acquisition of a fully entitled office development site in Dublin, Ireland from a company placed in receivership by a bank. The total initial capitalization of the investment is approximately €45 million, including a €35 million first mortgage loan funded by our joint venture and €10 million of subordinated capital funded by unaffiliated strategic partners. The proceeds from the initial capitalization will be used to finance the acquisition of the development site and various pre-development work. The first mortgage loan bears fixed interest at 17.5% per annum. We and the Co-Investment Funds will also participate in the residual development profit through a 30% equity interest in the entity owning the property, which survives loan payoff. Our share of this investment (as between us and the Co-Investment Funds) is 50%, or approximately $23 million.

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European Real Estate Co. Mezzanine Loan. In October 2014, we, in a joint venture with a Co-Investment Fund and a minority unaffiliated investor, originated a €52.5 million mezzanine loan to a distressed European real estate company that owns 82 properties in France and Spain consisting primarily of office buildings and hotels. Overall loan-to-value of this mezzanine stands at 72%. The loan is secured by a share pledge in the parent holding company that owns the real estate. The loan matures in 6 years and bears a 15% interest, of which 7% is paid current and 8% is paid-in-kind for the first 2 years, and fully paid current thereafter. We and the Co-Investment Fund own 67% of the investment made by the joint venture and the Company’s 50% share as between the Company and the Co-Investment Fund is approximately €18 million or $22 million.

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Southern California Land Loan 2014-1. In March 2014, we originated a $16.6 million first mortgage loan secured by a Southern California residential land development. The loan bears interest at 15% per annum which may be paid-in-kind and is subject to a 1.0% origination fee. The loan includes a profit participation after the sponsor has attained a 15% return. The initial term of the loan is three years.

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Illinois Hotel Development Loan. In November 2014, we, in a joint venture with a Co-Investment Fund, originated a $38 million mezzanine loan secured indirectly by a vacant office building located within the North Michigan Avenue submarket of Chicago.  The proceeds were used to finance the acquisition and redevelopment of the property into an approximately $133 million, 285-key, luxury branded hotel. The mezzanine loan was fully funded at closing. An institutional construction lender committed to provide a first mortgage construction loan at closing. The mezzanine loan has a three-year initial term with two one-year extension options, 1.0% origination fee, 2.5% exit fee, an interest rate of LIBOR plus 13.9% (of which 4.3% is paid-in-kind) and LIBOR floor of 0.7%. The investment also includes a separate 17.5% profit participation. Our share of this investment is 50%, or $19 million.

•	Pennsylvania Retail B-Note. In April 2014, we and a minority unaffiliated investor originated a $16.5 million B-note secured by three retail assets in Pennsylvania and Ohio. The loan bears a 10.5% fixed interest rate with a 30-year amortization schedule and matures in April 2024. Our share of this investment is 99%, or $16.3 million.

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Texas Hotel Development Loan. In October 2014, we committed to invest in a joint venture with a Co-Investment Fund to originate a $305 million senior loan construction facility and separate preferred equity interest. The proceeds will be used to finance the development of a $370 million, 1,066-key, branded, four-star, full-service hotel located in Austin, Texas. The facility has a five-year initial term with two one-year extension options, a 1% origination fee, an interest rate of 7.5% and a profit participation of 40% through the preferred equity interest. The joint venture expects to participate a senior interest in the loan and to fund its commitment over the next three years. Our share of this investment is 50%.

•	French Tender Financing. In June 2014, we, in a joint venture with a Co-Investment Fund, funded €128 million, or

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(1)	Represents total housing units, which are leased separately from any other housing units. No property with a single deed has more than four housing units, and less than 1% of our wholly owned properties have more than one housing unit.

(2)	Includes acquisition and renovation costs incurred through December 31, 2014.

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(3)	Includes 231 housing units held for sale representing $36.8 million in total cost basis at December 31, 2014.

(4)	Jointly-owned properties are owned through a joint venture with Fannie Mae in which CAH OP acquired its managing member interest for an aggregate payment of $35.1 million.

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UK REO Portfolio. In September 2014, we and a Co-Investment Fund acquired a portfolio of 25 commercial real estate assets from a British bank for £93.7 million, or approximately $153.7 million. The portfolio is composed of office, industrial, retail and hospitality properties throughout the United Kingdom. Our share of this investment (as between us and the Co-Investment Funds) is 50%, or approximately $76.8 million.

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Italian REO Portfolio. In December 2014, we, in a joint venture with a Co-Investment Fund, acquired a real estate portfolio from an Italian financial institution in a privately negotiated transaction for €175 million.  Approximately €79 million of the purchase price was deferred and is payable to the seller over a four-year term.  The portfolio consists of 113 properties located mainly in Northern Italy, and includes commercial properties leased to banking institutions on a long-term basis, vacant properties to be sold as-is, and one property planned for redevelopment into residential use. At closing, we and the Co-Investment Fund invested €96 million, or $120 million, net of deferred payment. The assets are held in an Italian real estate fund, of which our share is 50%, or $60 million. We anticipate a sale of approximately 44% of our 50% interest to another Co-Investment Fund during the first quarter of 2015 with our remaining share estimated to be approximately 28%. In connection therewith, we own 50% of the general partner and manager of such additional Co-Investment Fund, and following the sale, will be entitled to (a) half of the (i) 0.50% annual investment management fee on net funded capital contributions of the limited partners in the Co-Investment Fund and (ii) 0.25% one-time real estate asset management fee on initial and additional capital contributions from such limited partners in connection with such Co-Investment Fund’s investment in the portfolio, and (b) half of the carried interest distributions paid in accordance with the partnership agreement of the Co-Investment Fund (net of carried interest that we expect will be allocated to members of our management team, investment professionals and other individuals, which, consistent with market terms, we expect to be 40% of the carried interest earned).

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Spanish Industrial Portfolio. In December 2014, we, in a joint venture with Co-Investment Funds, together with a 10% unaffiliated third-party investor, acquired a €49 million industrial portfolio in Spain and Portugal in a sale-leaseback transaction. The portfolio of fourteen warehouse facilities in Spain and two in Portugal are fully occupied by a Spanish manufacturer with lease terms ranging from 12 to 15 years. The third-party investor, a Spanish real estate company, will manage the properties. The joint venture between us and Co-Investment Funds holds a 90% interest in this investment, of which our share is 50%, or $27 million.

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Arizona NNN Building. In June 2014, we acquired a single-tenant net leased property for approximately $15.7 million. The facility is a former 82,000 square feet Class A office building located in Phoenix, Arizona, which is currently being used as a high school campus. The tenant is a private educational organization serving one of the largest global private K-12 student groups with schools on three continents and has 13 years remaining under its lease.

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Safeway Investment. In March 2014, we committed $100 million of new equity in a consortium that agreed to acquire all of the outstanding shares of Safeway Inc. pursuant to a merger agreement. In January 2015, we invested $50 million of equity, alongside $50 million from a passive co-investment partner. We own an indirect interest in AB Acquisition LLC, the consortium’s holding company that includes ownership interests in 2,230 grocery stores across a range of recognized brands including Safeway and Albertsons.

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WLH Stock. We indirectly owned approximately 2.4 million shares of Class A common stock of William Lyon Homes (“WLH”), which we acquired in connection with the sale of residential lots to WLH in June 2012. In May 2013, WLH completed its initial public offering at a price of $25 per share, after giving effect to a 1-for-8.25 share reverse stock split. After giving effect to the reverse stock split, we indirectly owned approximately 291,000 shares of WLH Class A common stock at a cost basis of $8.66 per share. In December 2013, we sold 23,000 shares at a weighted average price per share of $19.63 for cumulative proceeds of $444,000, and realized a gain of $247,000. In January 2014, we sold all our remaining shares at a weighted average price per share of $23.05 for cumulative proceeds of $6.2 million, and realized a gain of $3.9 million.

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Transitional CRE Lending Platform. Subsequent to December 31, 2014, we originated three first mortgage loans and two mezzanine loans with an aggregate UPB of $70 million within our Transitional CRE Lending Platform. The loans in the portfolio bear interest, on a weighted average basis, at 1-month LIBOR plus 4.6%, and have initial terms of 2 to 3 years. The underlying collateral includes multifamily properties.

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Gatwick Office Complex. In January 2015, we, in a joint venture with Co-Investment Funds, acquired a multi-tenant office building in the United Kingdom in a short sale transaction for £20 million, or $30 million. The acquisition also includes an adjacent 1.5 acre site with planning consent in-place for an additional 100,000 square foot office building. Our share of this investment is 50%, or $15.0 million.

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Swiss NNN Properties. In January 2015, we acquired two single-tenant net leased properties that are campuses for two separate universities under common ownership in Switzerland for CHF 174.5 million. Both universities, which are leaders in international hospitality management, signed a new master triple net lease for a 20-year term with a guaranty from the common owner. Concurrent with the acquisition, we obtained a CHF 122 million, 15-year term, non-recourse, 2.7% fixed-rate loan resulting in an initial cash-on-cash yield of approximately 11%. Net of the financings and including transaction costs, the Company invested CHF 56 million, or $58 million.

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Multifamily Portfolio Preferred Equity II. In February 2015, we, in a joint venture with a Co-Investment Fund, agreed to fund up to $80 million of preferred equity to recapitalize a primarily stabilized multifamily portfolio composed of 16 communities totaling approximately 4,800 units in Georgia, Texas and Louisiana. The preferred equity provides a 12.5% preferred return and 1% issuance fee. The preferred equity was structured with a full repayment guaranty to the sponsor and full excess cash flow sweep until an 8.25% debt yield is achieved. The joint venture funded $44 million and expects to fund the remaining $36 million within the second half of 2015. Our share of this investment is 50%, or $22 million of initial funding.

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(1)	Subordinated debt includes B-notes, mezzanine loans, and preferred equity earning a fixed return.

(2)	Other real estate equity investments include interests in real estate properties, equity interests obtained through foreclosures or deed-in-lieu of foreclosure on the collateral of target assets originally acquired or originated as debt instruments, and preferred equity earning a fixed return plus equity participation.

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•	Management Fees—Management fees include the following:

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•	Transaction Costs—Transaction costs represent advisory, legal, accounting and other consulting fees incurred in connection with the combination transaction with Colony Capital.

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Interest Expense—For the years ended December 31, 2014, 2013 and 2012, we incurred non-segment interest expense of $28.5 million, $13.3 million and $3.8 million, respectively, primarily on our credit facility and convertible senior notes. Interest expense for 2014 was significantly higher compared to 2013 and 2013 was significantly higher than 2012 as we issued convertible senior notes in April 2013, January 2014 and June 2014. We do not attribute borrowings on our credit facility or proceeds from issuance of convertible notes to specific investments.

•	Administrative Expenses—Administrative expenses are summarized below:

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Income Tax Provision—Our TRSs, which directly or indirectly hold certain of our investments, are subject to corporate-level federal, state, foreign and local income taxes. For the years ended December 31, 2014, 2013 and 2012, we recognized income tax (benefit) provision of $(2.4) million, $0.7 million and $2.2 million, respectively. Our current primary sources of income subject to taxation are income from loan resolutions in some of our loan portfolios, income from our interests in asset management companies which manage some of our loan portfolios, and hotel operations from our Hotel Portfolio. Income tax benefit for 2014 was a result of net losses from our Hotel Portfolio, Hawaii Luxury Resort, California Master Planned Communities and German Loan Portfolio IV which were partially offset by income tax expenses on other taxable activities.

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(1)	The following table summarizes the amortized cost of the total portfolio and the Company's proportionate share included in the table above:

(a)	Certain acquisition, development and construction loans are accounted for under the equity method depending upon their characteristics.

(2)	Our proportionate share of amortized cost is calculated as our share of the loans and debt securities based upon our ownership interest in each respective investment entity.

•	acquisitions of our target assets and related ongoing commitments;

•	our operations, including overhead costs and the management fee to our Manager;

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•	distributions to our stockholders; and

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

•	cash on hand;

•	our credit facility;

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

•	proceeds from full or partial realization of investments;

•	investment-level financing; and

•	proceeds from public or private equity and debt offerings.

(1)

As of December 31, 2014, we had outstanding borrowings on our credit facility of $164 million bearing interest at 1-month LIBOR plus 2.75%. We have estimated the future interest payments based on the 1-month LIBOR forward rates as of December 31, 2014 and unused commitment fees calculated at 0.5% assuming the principal amount is repaid on August 5, 2016, the contractual maturity date of our credit facility.

(2)	As of December 31, 2014, we had outstanding $602.5 million in convertible senior notes which bear interest at a weighted-average rate of 4.25% per annum. We have assumed principal repayments on January 15, 2021 and April 15, 2023, the contractual maturity dates of the notes.

(3)

Amounts include minimum principal and fixed and floating rate interest obligations through the original maturity date of the secured financing on some investments. Certain loans require principal curtailment based upon cash flow from the collateral loans, after payment of certain loan servicing fees and monthly interest. We have estimated the timing of future principal payments based on estimated future cash flows of the underlying loan portfolios.

(4)	In connection with certain operating properties acquired during 2014, we assumed certain noncancelable operating ground leases as lessee or sublessee. The amounts represent minimum future base rent commitments under such ground leases through the contractual lease expiration date before the impact of extension options, exclusive of contingent rent payments on certain leases.

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(1)	Net of underwriting discounts and commissions and offering costs payable by us

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ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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(1)	LIBOR = London Interbank Offered Rate

(2)	Reference Bills = Freddie Mac Reference Bill index

(3)	Certain loans are subject to a LIBOR floor which was higher than the actual LIBOR at December 31, 2014 and 2013.

(4)	Certain loans are subject to a 12-Month Treasury Average ("12MTA") floor which was higher than the actual 12MTA at December 31, 2014.

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(1)	The estimated fair values are based on a preliminary purchase price allocation and are subject to retrospective adjustment during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed as of the date of acquisition.

(2)	The net amount recorded for assumed identifiable intangible liability is included in other liabilities on the accompanying balance sheets as of December 31, 2014 and 2013.

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(1)

The Company's ownership percentage 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 unconsolidated joint venture 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 a controlling financial interest.

(2)

The Company’s carrying value of its investment in CAH OP is approximately $24.0 million higher than its pro rata share of the partners' capital of CAH OP.  The basis difference is primarily attributable to (i) offering costs incurred by CAH OP which were a direct reduction to partners’ capital but not an expense of the partnership; (ii) CAH OP’s internalization transaction, which was a reorganization of entities under common control and reduced the Company in CAH OP as further described below; and (iii) step-up adjustments to real estate assets contributed by the Company upon formation of CAH OP, which were recorded by the Company at carryover basis but recognized by CAH OP at fair value. The portion of the basis difference arising from the step-up of contributed real estate assets is being amortized on a straight-line basis over the estimated useful life of such assets.

(3)	While the Company has a preferred equity interest which represents a majority ownership in Portfolio 8 Investors, LLC, the minority member has control over the day-to-day operations of the entity. Accordingly, the Company accounts for its investment using the equity method.

(4)

Pursuant to the terms of the loan agreement, the Company participates in the residual profits of this development project. The Company evaluated the characteristics of this ADC loan and determined that the risks and rewards of the arrangement are more similar to those associated with an investment in joint venture. Accordingly, the Company accounts for this loan receivable under the equity method.

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(1)	Restricted cash includes borrower escrow accounts, tenant security deposits and escrow accounts for interest, property taxes and capital expenditure reserves required under secured financing agreements.

(2)

The Company held $28 million in beneficial interests in a series of tax-exempt bonds secured by a multifamily property located in Georgia. The beneficial interests, in the form of senior certificates, were acquired in June 2011 subject to an embedded derivative liability to a strategic partner, with an estimated fair value of $4.1 million. On July 18, 2014, the property securing the bonds was sold, resulting in a full prepayment of $28 million senior certificates at par plus yield maintenance. The prepayment resulted in a loss of $2.2 million, which was offset by a $2.4 million gain on the termination of the associated embedded derivative liability to the strategic partner (see Note 10).

(3)	Deferred financing costs are shown net of accumulated amortization of $13.1 million and $6.5 million as of December 31, 2014 and 2013, respectively.

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(1)	In connection with the acquisition of a $181 million participation interest in a first mortgage loan in May 2012, the seller provided concurrent non-recourse financing for $103.5 million, or 65% of the purchase price. In April 2014, the first mortgage loan and the financing were both repaid in full.

(2)

The non-recourse financing is secured by a loan portfolio acquired in October 2013 and requires monthly interest payments and principal curtailment based upon the ratio of principal outstanding to collateral cost basis. The current principal curtailment requirement is 70% of all excess cash flow from the underlying loan portfolio, after payment of certain loan servicing fees and monthly interest, but may increase or decrease in the future.

(3)	In connection with the acquisition of a loan portfolio in March 2014, a lender provided concurrent non-recourse financing for $82.3 million, or 65% of the aggregate purchase price. Although the financing has no contractual maturity date, any principal repayments from the underlying collateral loan portfolio must be applied to repay the financing until the balance is paid in full.

(4)	The loan requires monthly interest payments until January 2016, then principal and interest payments based on a 30-year amortization schedule. The loan agreement requires rent receipts from the collateral property to be initially deposited into a lockbox account controlled by the lender. The excess of monthly rent receipts over monthly debt service is remitted to the Company.

(5)

In connection with the acquisition of the portfolio of light industrial real estate assets and operating platform on December 18, 2014 (see Note 5), the Company obtained a $1.13 billion mortgage loan, of which $1.09 billion was drawn, from a financial institution. This loan is secured by the acquired real estate portfolio, has an initial term of 2 years, plus three 1-year extension options, and bears interest at one-month LIBOR plus 2.25%. The interest rate will increase to one-month LIBOR plus 2.5% after the fourth anniversary date. The loan requires interest-only monthly payments, plus a 0.05% administration fee, until maturity.

(6)

The Company entered into a master repurchase agreement (“Repurchase Facility”) with a commercial bank to partially finance loans within its Transitional CRE Lending Platform. The Repurchase Facility provides up to $150 million of financing for eligible assets within the Transitional CRE Lending Platform and has an initial term of 2 years, plus a 1-year extension option. Advances under the Repurchase Facility bear interest ranging from one-month LIBOR plus a spread of 2.25% to 2.5%.

(7)

As discussed in Note 3, on April 10, 2014, FL1 Issuer offered and sold to third parties approximately $126.2 million aggregate principal balance of the FL1 Offered Notes with a weighted average coupon of one-month LIBOR plus 1.78%. The proceeds from the sale of the FL1 Offered Notes, net of securitization costs, were approximately $122.3 million. The FL1 Offered Notes are secured by all assets of the FL1 Issuer consisting of eleven variable rate commercial mortgage loans originated within the Transitional CRE Lending Platform with an aggregate UPB of $190.6 million as of December 31, 2014. Although the securitization debt has a contractual maturity date of April 2031, any principal repayments from the underlying collateral mortgage loans must be applied to repay the debt until the balance is paid in full. The underlying collateral mortgage loans have initial terms of 2 to 3 years.

(8)

As discussed in Note 3, in November and December of 2014, FL2 Issuer offered and sold to third parties approximately $197.7 million aggregate principal balance of the FL2 Offered Notes with a weighted average coupon of one-month LIBOR plus 1.96%. The proceeds from the sale of the FL2 Offered Notes, net of securitization costs and repayment of $93.1 million outstanding under the Repurchase Facility described below, were approximately $101.6 million. The secured 2014-FL2 Notes are secured by all assets of the FL2 Issuer consisting of 15 variable rate commercial mortgage loans originated within the Transitional CRE Lending Platform with an aggregate UPB of $307.6 million as of December 31, 2014. Although the securitization debt has a contractual maturity date of November 2031, any principal repayments from the underlying collateral mortgage loans must be applied to repay the debt until the balance is paid in full. The underlying collateral mortgage loans have initial terms of 2 to 3 years.

(9)

As discussed in Note 3, on October 30, 2014, the Company's wholly-owned subsidiaries transferred a portfolio of 298 performing first mortgage loans previously acquired from third parties with an aggregate UPB of $316 million into a securitization trust. The trust offered and sold to third parties approximately $217.2 million principal balance of the MF 2014-1 Certificates with a fixed interest of 2.54%. The proceeds from this securitization event, net of securitization costs and accrued interest, were approximately $214.4 million. Although the securitization debt does not have a contractual maturity date, any principal repayments from the underlying collateral mortgage loans must be applied to repay the debt until the balance is paid in full. The underlying collateral mortgage loans have initial remaining terms of 1 to 24 years.

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(10)

In connection with the acquisition of the portfolio of light industrial real estate assets and operating platform from Cobalt Capital Partners, L.P. and its affiliates on December 18, 2014 (see Note 5), the Company issued an unsecured note in the amount of $10 million to Cobalt Capital Management, L.P., an affiliate of Cobalt Capital Partners, L.P. and a service provider that will continue to manage the light industrial portfolio and its day-to-day operations. The note will mature on the third anniversary of the date of acquisition and one-third of the initial principal amount of the note is required to be repaid on each of the first, second and third anniversaries of the date of acquisition (each, a “Payment Date”). Principal under the note shall be paid in either (a) shares of the Company’s common stock, or (b) OP Units, which are exchangeable for shares of the Company’s common stock. The interest on the note is payable in an amount equivalent to dividends paid on shares that would have been due had the holder held shares of the Company's common stock in lieu of the note. At the dividend rate in effect as of December 31, 2014, the effective interest rate on this loan is approximately 6.1%.

(1)	Includes $3.3 million payable in shares of the Company's common stock

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(1)	Net of underwriting discounts and commissions, sales agent commissions, and offering costs payable by the Company

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(1)

For the years ended December 31, 2014 and 2013, excluded from the calculation of diluted income per share is the effect of adding back $23.3 million and $7.6 million, respectively, of interest expense and 20,784,600 and 6,154,100 weighted average dilutive common share equivalents, respectively, for the assumed conversion of the Convertible Notes as their inclusion would be antidilutive. For the year ended December 31, 2014, also excluded from the calculation of diluted income per share is the effect of adding back $25,000 of interest expense and 14,700 weighted average dilutive common share equivalents for the assumed repayment of the $10 million unsecured note issued to Cobalt Capital Management, L.P. (see Note 5 and Note 9) in shares of the Company's common stock as its inclusion would be antidilutive. For the years ended December 31, 2014 and December 31, 2012, weighted average dilutive shares include the effect of 4,900 and 17,600 shares of common stock, respectively, issuable to the Manager for incentive fees incurred for the respective periods.

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•	fixed upfront consideration to be paid in a combination of up to approximately 2.83 million shares of Class A Common Stock, 566,635 shares of Class B Common Stock and approximately 21.44 million OP Units, subject to certain adjustments as described below (the "Upfront Consideration"); and

•

contingent consideration to be paid in a combination of up to approximately 1.11 million shares of Class A Common Stock, 98,958 shares of Class B Common Stock and approximately 3.78 million OP Units, subject to multi-year performance targets for achievement of certain funds from operations (“FFO”) per share targets and capital-raising thresholds from the funds management businesses (the "Contingent Consideration"). If the minimum performance target for either of these metrics is not met or exceeded, a portion of the Contingent Consideration paid in respect of the other metric would not be paid out in full.

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(1)	Based on the quoted closing share price of the Company's common stock on the NYSE on grant date or vesting date.

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(1)	Prepayment fees and accelerated amortization of origination fees or purchase discounts resulting from early repayments of loans receivable have been reclassified from other gain to interest income for the previously reported quarters through June 30, 2014. See Note 2—"Reclassification" for further discussion.

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(1)	The aggregate gross cost of property included above for federal income tax purposes is approximately $1,597.4 million as of December 31, 2014.

(2)	Depreciation is calculated using a useful life of 7 to 40 years for buildings and improvements.

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(1)	Prior liens represent loan amounts owned by third parties that are senior to the Company’s subordinated or mezzanine positions and are approximate.

(2)	P&I = principal and interest; I/O = interest only

(3)	Loans whose carrying values are individually less than 3% of the total carrying amount have been aggregated according to collateral type and location.

(4)	Loans denominated in foreign currencies are translated at the spot rate of exchange as of December 31, 2014.

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