UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, ~~2017~~2018
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 1-15371

iStar Inc.

(Exact name of registrant as specified in its charter)



Maryland (State or other jurisdiction of incorporation or organization)		95-6881527 (I.R.S. Employer Identification Number)
1114 Avenue of the Americas, 39th Floor
New York, NY (Address of principal executive offices)		10036 (Zip code)

Registrant's telephone number, including area code: (212) 930-9400

Indicate by check mark whether the registrant: (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports); and (ii) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer ý	Accelerated filer o	Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o	Emerging growth company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

As of August ~~3, 2017,~~1, 2018, there were ~~72,190,312~~67,968,039 shares, $0.001 par value per share, of iStar Inc. common stock outstanding.

TABLE OF CONTENTS



		Page
PART I	Consolidated Financial Information	1
Item 1.	Financial Statements:	1
	Consolidated Balance Sheets (unaudited) as of June 30, ~~2017 (unaudited)~~2018 and December 31, ~~2016~~2017	1
	Consolidated Statements of Operations (unaudited)—For the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017	2
	Consolidated Statements of Comprehensive Income (Loss) (unaudited)—For the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017	3
	Consolidated Statements of Changes in Equity (unaudited)—For the six months ended June 30, ~~2017~~2018 and ~~2016~~2017	4
	Consolidated Statements of Cash Flows (unaudited)—For the six months ended June 30, ~~2017~~2018 and ~~2016~~2017	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4137
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5856
Item 4.	Controls and Procedures	5856
PART II	Other Information	6058
Item 1.	Legal Proceedings	6058
Item 1A.	Risk Factors	6058
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6158
Item 3.	Defaults Upon Senior Securities	6158
Item 4.	Mine Safety Disclosures	6158
Item 5.	Other Information	6158
Item 6.	Exhibits	6259
SIGNATURES		6360

PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. Financial Statements

iStar Inc.

Consolidated Balance Sheets

(In thousands, except per share data)

(unaudited)


	As of						As of
	June 30, 2017 (unaudited)			December 31, 2016			June 30, 2018			December 31, 2017
ASSETS
Real estate
Real estate, at cost	$	1,710,915		$	1,740,893		$	2,255,537		$	1,629,436
Less: accumulated depreciation	(367,933		)	(353,619		)	(340,538		)	(347,405		)
Real estate, net	1,342,982			1,387,274			1,914,999			1,282,031
Real estate available and held for sale	68,045			237,531			37,597			68,588
Total real estate	1,411,027			1,624,805			1,952,596			1,350,619
Land and development, net	855,497			945,565			641,627			860,311
Loans receivable and other lending investments, net	1,170,565			1,450,439			1,052,872			1,300,655
Other investments	276,821			214,406			293,017			321,241
Cash and cash equivalents	954,279			328,744			1,039,591			657,688
Accrued interest and operating lease income receivable, net	10,501			11,254			10,994			11,957
Deferred operating lease income receivable, net	88,944			88,189			88,080			86,877
Deferred expenses and other assets, net	147,121			162,112			279,390			141,730
Total assets	$	4,914,755		$	4,825,514		$	5,358,167		$	4,731,078
LIABILITIES AND EQUITY
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	230,259		$	211,570		$	249,494		$	238,004
Loan participations payable, net	107,442			159,321			14,709			102,425
Debt obligations, net	3,368,113			3,389,908			3,869,576			3,476,400
Total liabilities	3,705,814			3,760,799			4,133,779			3,816,829
Commitments and contingencies (refer to Note 11)	—			—
Redeemable noncontrolling interests (refer to Note 5)	3,585			5,031
Redeemable noncontrolling interests							11,814			—
Equity:
iStar Inc. shareholders' equity:
Preferred Stock Series D, E, F, G and I, liquidation preference $25.00 per share (refer to Note 13)	22			22
Preferred Stock Series D, G and I, liquidation preference $25.00 per share (refer to Note 13)							12			12
Convertible Preferred Stock Series J, liquidation preference $50.00 per share (refer to Note 13)	4			4			4			4
Common Stock, $0.001 par value, 200,000 shares authorized, 72,190 and 72,042 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	72			72
Common Stock, $0.001 par value, 200,000 shares authorized, 67,968 and 68,236 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively							68			68
Additional paid-in capital	3,603,981			3,602,172			3,350,750			3,352,665
Retained earnings (deficit)	(2,431,123		)	(2,581,488		)
Retained deficit							(2,325,291		)	(2,470,564		)
Accumulated other comprehensive income (loss) (refer to Note 13)	(3,678		)	(4,218		)	(2,233		)	(2,482		)
Total iStar Inc. shareholders' equity	1,169,278			1,016,564			1,023,310			879,703
Noncontrolling interests	36,078			43,120			189,264			34,546
Total equity	1,205,356			1,059,684			1,212,574			914,249
Total liabilities and equity	$	4,914,755		$	4,825,514		$	5,358,167		$	4,731,078

Note - Refer to Note 2 for details on the Company's consolidated variable interest entities ("VIEs").

The accompanying notes are an integral part of the consolidated financial statements.

iStar Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Revenues:
Operating lease income	$	47,002		$	49,975		$	94,349		$	100,470		$	44,609		$	47,002		$	90,407		$	94,349
Interest income	28,645			34,400			57,703			67,620			25,212			28,645			51,909			57,703
Other income	139,510			10,096			151,374			21,636			20,823			139,510			36,142			151,374
Land development revenue	132,710			27,888			152,760			42,835			80,927			132,710			357,356			152,760
Total revenues	347,867			122,359			456,186			232,561			171,571			347,867			535,814			456,186
Costs and expenses:
Interest expense	48,807			56,047			99,952			113,068			43,172			48,807			88,353			99,952
Real estate expense	34,684			35,328			70,274			69,572			37,043			34,684			73,224			70,274
Land development cost of sales	122,466			17,262			138,376			28,838			83,361			122,466			306,768			138,376
Depreciation and amortization	13,171			13,673			25,451			27,581			10,767			13,171			21,878			25,451
General and administrative(1)	27,218			19,665			52,392			42,768			23,228			27,218			52,041			52,392
(Recovery of) provision for loan losses	(600		)	700			(5,528		)	2,206
Provision for (recovery of) loan losses													18,892			(600		)	18,037			(5,528		)
Impairment of assets	10,284			3,012			14,696			3,012			6,088			10,284			10,188			14,696
Other expense	16,276			3,182			18,145			3,922			3,716			16,276			4,882			18,145
Total costs and expenses	272,306			148,869			413,758			290,967			226,267			272,306			575,371			413,758
Income (loss) before earnings from equity method investments and other items	75,561			(26,510		)	42,428			(58,406		)	(54,696		)	75,561			(39,557		)	42,428
Loss on early extinguishment of debt, net	(3,315		)	(1,457		)	(3,525		)	(1,582		)	(2,164		)	(3,315		)	(2,536		)	(3,525		)
Earnings from equity method investments	5,515			39,447			11,217			47,714
Income (loss) from continuing operations before income taxes	77,761			11,480			50,120			(12,274		)
Income tax (expense) benefit	(1,644		)	1,190			(2,251		)	1,604
Income (loss) from continuing operations	76,117			12,670			47,869			(10,670		)
Earnings (losses) from equity method investments													(7,278		)	5,515			(3,946		)	11,217
Gain on consolidation of equity method investment													67,877			—			67,877			—
Income from continuing operations before income taxes													3,739			77,761			21,838			50,120
Income tax expense													(128		)	(1,644		)	(249		)	(2,251		)
Income from continuing operations													3,611			76,117			21,589			47,869
Income from discontinued operations	173			3,633			4,939			7,214			—			173			—			4,939
Gain from discontinued operations	123,418			—			123,418			—			—			123,418			—			123,418
Income tax expense from discontinued operations	(4,545		)	—			(4,545		)	—			—			(4,545		)	—			(4,545		)
Income from sales of real estate⁽¹⁾	844			43,484			8,954			53,943
Income from sales of real estate⁽²⁾													56,895			844			73,943			8,954
Net income	196,007			59,787			180,635			50,487			60,506			196,007			95,532			180,635
Net (income) loss attributable to noncontrolling interests	(5,710		)	(8,825		)	(4,610		)	(7,883		)
Net income attributable to noncontrolling interests													(9,509		)	(5,710		)	(9,604		)	(4,610		)
Net income attributable to iStar Inc.	190,297			50,962			176,025			42,604			50,997			190,297			85,928			176,025
Preferred dividends	(12,830		)	(12,830		)	(25,660		)	(25,660		)	(8,124		)	(12,830		)	(16,248		)	(25,660		)
Net (income) loss allocable to Participating Security holders⁽²⁾	—			(20		)	—			(11		)
Net income allocable to common shareholders	$	177,467		$	38,112		$	150,365		$	16,933		$	42,873		$	177,467		$	69,680		$	150,365
Per common share data:
Income attributable to iStar Inc. from continuing operations:
Basic	$	0.81		$	0.47		$	0.37		$	0.13		$	0.63		$	0.81		$	1.03		$	0.37
Diluted	$	0.69		$	0.34		$	0.35		$	0.13		$	0.54		$	0.69		$	0.89		$	0.35
Net income attributable to iStar Inc.:
Basic	$	2.46		$	0.52		$	2.09		$	0.22		$	0.63		$	2.46		$	1.03		$	2.09
Diluted	$	2.04		$	0.37		$	1.76		$	0.22		$	0.54		$	2.04		$	0.89		$	1.76
Weighted average number of common shares:
Basic	72,142			73,984			72,104			75,522			67,932			72,142			67,922			72,104
Diluted	88,195			118,510			88,156			75,872			83,694			88,195			83,682			88,156

(1)

For the three months ended June 30, 2018 and 2017, includes $2.2 million and $2.9 million, respectively, of equity-based compensation associated with iPIP Plans (refer to Note 14). For the six months ended June 30, 2018 and 2017, includes $10.2 million and $7.9 million, respectively, of equity-based compensation associated with iPIP Plans (refer to Note 14). These plans are liability-based plans which are marked-to-market quarterly and such marks are based upon the performance of the assets underlying the plans as of the quarterly measurement dates; however, actual amounts cannot be determined until the end date of the plans and the ultimate repayment or monetization of the related assets.


(2)	Income from sales of real estate represents gains from sales of real estate that do not qualify as discontinued operations.


~~(2)~~	Participating Security holders are non-employee directors who hold common stock equivalents ("CSEs") and restricted stock awards granted under the Company's Long Term Incentive Plans that are eligible to participate in dividends (refer to Note 14 and Note 15).

The accompanying notes are an integral part of the consolidated financial statements.

iStar Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Net income	$	196,007		$	59,787		$	180,635		$	50,487		$	60,506		$	196,007		$	95,532		$	180,635
Other comprehensive income (loss):
Reclassification of (gains)/losses on cash flow hedges into earnings upon realization⁽¹⁾	(313		)	118			(191		)	375
Unrealized gains/(losses) on available-for-sale securities	583			446			566			465
Unrealized gains/(losses) on cash flow hedges	(146		)	(357		)	394			(1,319		)
Unrealized gains/(losses) on cumulative translation adjustment	172			30			(229		)	(10		)
Impact from adoption of new accounting standards (refer to Note 3)													—			—			276			—
Reclassification of (gains)/losses on cumulative translation adjustment into earnings upon realization⁽¹⁾													721			—			721			—
Reclassification of losses on cash flow hedges into earnings upon realization⁽²⁾													(1,795		)	(313		)	(1,786		)	(191		)
Unrealized gains (losses) on available-for-sale securities													15			583			(956		)	566
Unrealized gains (losses) on cash flow hedges													7			(146		)	2,358			394
Unrealized gains (losses) on cumulative translation adjustment													(256		)	172			(364		)	(229		)
Other comprehensive income (loss)	296			237			540			(489		)	(1,308		)	296			249			540
Comprehensive income	196,303			60,024			181,175			49,998			59,198			196,303			95,781			181,175
Comprehensive (income) loss attributable to noncontrolling interests	(5,710		)	(8,825		)	(4,610		)	(7,883		)
Comprehensive (income) attributable to noncontrolling interests													(9,509		)	(5,710		)	(9,604		)	(4,610		)
Comprehensive income attributable to iStar Inc.	$	190,593		$	51,199		$	176,565		$	42,115		$	49,689		$	190,593		$	86,177		$	176,565


(1)	~~Reclassified~~Amounts were reclassified to "Earnings from equity method investments" in the Company's consolidated statements of operations.

(2)

Amounts reclassified to "Interest expense" in the Company's consolidated statements of operations are $30 and $60 for the three and six months ended June 30, 2017, ~~respectively, and $23 and $183~~respectively. Amount reclassified to "Gain on consolidation of equity method investment" in the Company's consolidated statements of operations is $1,876 for the three and six months ended June 30, ~~2016, respectively. Reclassified~~2018. Amounts reclassified to "Earnings from equity method investments" in the Company's consolidated statements of operations are $81 and $90 for the three and six months ended June 30, 2018, respectively, and $70 and $164 for the three and six months ended June 30, 2017, ~~respectively, and $95 and $192 for the three and six months ended June 30, 2016,~~ respectively.

The accompanying notes are an integral part of the consolidated financial statements.

iStar Inc.

Consolidated Statements of Changes in Equity

For the Six Months Ended June 30, ~~2017~~2018 and ~~2016~~2017

(In thousands)

(unaudited)


	iStar Inc. Shareholders' Equity																						iStar Inc. Shareholders' Equity
																							Preferred Stock⁽¹⁾		Preferred Stock Series J⁽¹⁾		Common Stock at Par			Additional Paid-In Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total Equity
Balance as of December 31, 2017																							$	12	$	4	$	68		$	3,352,665		$	(2,470,564	)	$	(2,482	)	$	34,546		$	914,249
Dividends declared—preferred																							—		—		—			—			(16,248		)	—			—			(16,248		)
Issuance of stock/restricted stock unit amortization, net																							—		—		1			6,388			—			—			—			6,389
Net income for the period⁽²⁾																							—		—		—			—			85,928			—			9,604			95,532
Change in accumulated other comprehensive income (loss)																							—		—		—			—			—			(27		)	—			(27		)
Repurchase of stock																							—		—		(1		)	(8,303		)	—			—			—			(8,304		)
Contributions from noncontrolling interests																							—		—		—			—			—			—			9			9
Distributions to noncontrolling interests																							—		—		—			—			—			—			(43,174		)	(43,174		)
Change in noncontrolling interest attributable to consolidation of equity method investment (refer to Note 7)																							—		—		—			—			—			—			188,279			188,279
Impact from adoption of new accounting standards (refer to Note 3)																							—		—		—			—			75,593			276			—			75,869
Balance as of June 30, 2018																							$	12	$	4	$	68		$	3,350,750		$	(2,325,291	)	$	(2,233	)	$	189,264		$	1,212,574
	Preferred Stock⁽¹⁾		Preferred Stock Series J⁽¹⁾		Common Stock at Par			Additional Paid-In Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total Equity
Balance as of December 31, 2016	$	22	$	4	$	72		$	3,602,172		$	(2,581,488	)	$	(4,218	)	$	43,120		$	1,059,684		$	22	$	4	$	72		$	3,602,172		$	(2,581,488	)	$	(4,218	)	$	43,120		$	1,059,684
Dividends declared—preferred	—		—		—			—			(25,660		)	—			—			(25,660		)	—		—		—			—			(25,660		)	—			—			(25,660		)
Issuance of stock/restricted stock unit amortization, net	—		—		—			1,699			—			—			—			1,699			—		—		—			1,699			—			—			—			1,699
Net income for the period⁽²⁾	—		—		—			—			176,025			—			5,946			181,971			—		—		—			—			176,025			—			5,946			181,971
Change in accumulated other comprehensive income (loss)	—		—		—			—			—			540			—			540
Change in accumulated other comprehensive income																							—		—		—			—			—			540			—			540
Change in additional paid in capital attributable to redeemable noncontrolling interest	—		—		—			110			—			—			—			110			—		—		—			110			—			—			—			110
Distributions to noncontrolling interest	—		—		—			—			—			—			(12,988		)	(12,988		)
Distributions to noncontrolling interests																							—		—		—			—			—			—			(12,988		)	(12,988		)
Balance as of June 30, 2017	$	22	$	4	$	72		$	3,603,981		$	(2,431,123	)	$	(3,678	)	$	36,078		$	1,205,356		$	22	$	4	$	72		$	3,603,981		$	(2,431,123	)	$	(3,678	)	$	36,078		$	1,205,356

Balance as of December 31, 2015	$	22	$	4	$	81		$	3,689,330		$	(2,625,474	)	$	(4,851	)	$	42,218		$	1,101,330
Dividends declared—preferred	—		—		—			—			(25,660		)	—			—			(25,660		)
Issuance of stock/restricted stock unit amortization, net	—		—		—			1,371			—			—			—			1,371
Net income for the period⁽²⁾	—		—		—			—			42,604			—			10,520			53,124
Change in accumulated other comprehensive income (loss)	—		—		—			—			—			(489		)	—			(489		)
Repurchase of stock	—		—		(9		)	(91,826		)	—			—			—			(91,835		)
Change in additional paid in capital attributable to redeemable noncontrolling interest	—		—		—			460			—			—			—			460
Contributions from noncontrolling interests	—		—		—			—			—			—			444			444
Change in noncontrolling interest⁽³⁾	—		—		—			—			—			—			(7,292		)	(7,292		)
Balance as of June 30, 2016	$	22	$	4	$	72		$	3,599,335		$	(2,608,530	)	$	(5,340	)	$	45,890		$	1,031,453


(1)	Refer to Note 13 for details on the Company's Preferred Stock.


(2)	For the six months ended June 30, 2017, ~~and 2016,~~ net income (loss) shown above excludes $(1,336) ~~and $(2,637)~~ of net loss attributable to redeemable noncontrolling interests.


~~(3)~~	~~Includes a payment to acquire a noncontrolling interest (refer to Note 5).~~

The accompanying notes are an integral part of the consolidated financial statements.

iStar Inc.

Consolidated Statements of Cash Flows

(In thousands)

(unaudited)


	For the Six Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2018			2017
Cash flows from operating activities:
Net income	$	180,635		$	50,487		$	95,532		$	180,635
Adjustments to reconcile net income to cash flows from operating activities:
(Recovery of) provision for loan losses	(5,528		)	2,206
Provision for (recovery of) loan losses							18,037			(5,528		)
Impairment of assets	14,696			3,012			10,188			14,696
Depreciation and amortization	26,352			29,182			21,878			26,352
Non-cash expense for stock-based compensation	9,796			6,211			12,593			9,796
Amortization of discounts/premiums and deferred financing costs on debt obligations, net	6,615			8,901			7,900			6,615
Amortization of discounts/premiums on loans, net	(6,978		)	(7,237		)
Deferred interest on loans, net	(1,290		)	4,631
Amortization of discounts/premiums on loans and deferred interest on loans, net							(18,487		)	(31,445		)
Deferred interest on loans received							39,254			23,177
Gain from consolidation of equity method investment							(67,877		)	—
Gain from discontinued operations	(123,418		)	—			—			(123,418		)
Earnings from equity method investments	(11,217		)	(47,714		)
(Earnings) losses from equity method investments							3,946			(11,217		)
Distributions from operations of other investments	35,502			31,479			6,745			35,502
Deferred operating lease income	(3,204		)	(4,993		)	(3,752		)	(3,070		)
Income from sales of real estate	(9,462		)	(53,943		)	(73,943		)	(9,462		)
Land development revenue in excess of cost of sales	(14,384		)	(13,997		)	(50,588		)	(14,384		)
Loss on early extinguishment of debt, net	775			1,582			2,536			3,525
Debt discount on repayments of debt obligations	(5,745		)	(5,369		)
Other operating activities, net	9,770			2,651			3,281			10,606
Changes in assets and liabilities:
Changes in accrued interest and operating lease income receivable, net	2,881			4,436
Changes in accrued interest and operating lease income receivable							1,530			2,798
Changes in deferred expenses and other assets, net	(6,821		)	1,677			(2,426		)	(7,567		)
Changes in accounts payable, accrued expenses and other liabilities	3,941			(13,052		)	(27,483		)	3,941
Cash flows provided by operating activities	102,916			150
Cash flows provided by (used in) operating activities							(21,136		)	111,552
Cash flows from investing activities:
Originations and fundings of loans receivable, net	(130,701		)	(158,262		)	(294,476		)	(130,701		)
Capital expenditures on real estate assets	(16,346		)	(35,674		)	(17,805		)	(16,346		)
Capital expenditures on land and development assets	(53,894		)	(58,961		)	(61,577		)	(53,894		)
Acquisitions of real estate assets	—			(3,915		)	(3,390		)	—
Repayments of and principal collections on loans receivable and other lending investments, net	367,028			202,014			552,696			367,028
Net proceeds from sales of real estate	154,291			247,956			238,834			154,291
Net proceeds from sales of land and development assets	146,713			33,660			170,662			146,713
Net proceeds from sales of other investments	—			39,810
Cash, cash equivalents and restricted cash acquired upon consolidation of equity method investment							13,608			—
Distributions from other investments	11,275			8,632			22,296			11,275
Contributions to other investments	(139,139		)	(8,283		)
Changes in restricted cash held in connection with investing activities	1,757			3,220
Contributions to and acquisition of interest in other investments							(53,012		)	(139,139		)
Other investing activities, net	5,317			(5,677		)	(1,357		)	5,317
Cash flows provided by investing activities	346,301			264,520			566,479			344,544
Cash flows from financing activities:
Borrowings from debt obligations	854,637			646,401
Borrowings from debt obligations and convertible notes							332,746			854,637
Repayments and repurchases of debt obligations	(626,492		)	(991,184		)	(412,215		)	(632,237		)
Proceeds from loan participations payable	—			22,844
Preferred dividends paid	(25,660		)	(25,660		)	(16,248		)	(25,660		)
Repurchase of stock	—			(90,481		)	(8,304		)	—
Payments for deferred financing costs	(12,243		)	(8,003		)	(4,921		)	(12,243		)
Payments for withholding taxes upon vesting of stock-based compensation	(511		)	(1,203		)	(4,008		)	(511		)
Payments for debt prepayment or extinguishment costs							—			(3,637		)
Distributions to noncontrolling interests							(43,174		)	(12,759		)
Other financing activities, net	(13,420		)	(7,144		)	8			(661		)
Cash flows provided by (used in) financing activities	176,311			(454,430		)	(156,116		)	166,929
Effect of exchange rate changes on cash	7			22			30			7
Changes in cash and cash equivalents	625,535			(189,738		)
Cash and cash equivalents at beginning of period	328,744			711,101
Cash and cash equivalents at end of period	$	954,279		$	521,363
Changes in cash, cash equivalents and restricted cash							389,257			623,032
Cash, cash equivalents and restricted cash at beginning of period							677,733			354,627
Cash, cash equivalents and restricted cash at end of period							$	1,066,990		$	977,659
Supplemental disclosure of non-cash investing and financing activity:
Fundings and repayments of loan receivables and loan participations, net	$	(52,406	)	$	12,267		$	(87,800	)	$	(52,406	)
Accounts payable for capital expenditures on land and development assets	2,984			5,575			12,473			2,984
Accounts payable for capital expenditures on real estate assets	1,488			—			—			1,488
Receivable from sales of real estate and land parcels	3,139			1,741			—			3,139
Developer fee payable	—			6,438
Accruals for repurchase of stock	—			2,260
Acquisitions of land and development assets through foreclosure							4,600			—
Financing provided on sales of land and development assets, net							142,639			—
Increase in net lease assets upon consolidation of equity method investment							844,550			—
Increase in debt obligations upon consolidation of equity method investment							464,706			—
Increase in noncontrolling interests upon consolidation of equity method investment							200,093			—

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements

(unaudited)

Note 1—Business and Organization

Business—iStar Inc. (the "Company")~~, doing business as "iStar,"~~ finances, invests in and develops real estate and real estate related projects as part of its fully-integrated investment platform. The Company also provides management services for its ground lease equity method investment and net lease ~~equity method investments~~joint ventures (refer to Note 7). The Company has invested ~~more than $35~~approximately $40 billion of capital over the past two decades and is structured as a real estate investment trust ("REIT") with a diversified portfolio focused on larger assets located in major metropolitan markets. The Company's primary reportable business segments are real estate finance, net lease, operating properties and land and development (refer to Note 17).

Organization—The Company began its business in 1993 through the management of private investment funds and became publicly traded in 1998. Since that time, the Company has grown through the origination of new investments ~~as well as through~~and corporate acquisitions.

Note 2—Basis of Presentation and Principles of Consolidation

Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in conformity with the instructions to Form 10-Q and Article 10-01 of Regulation S-X for interim financial statements. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States of America ("GAAP") for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 (the ~~"2016~~"2017 Annual Report").

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. Such operating results may not be indicative of the expected results for any other interim periods or the entire year. Certain prior year amounts have been reclassified in the Company's consolidated financial statements and the related notes to conform to the current period presentation.

Principles of Consolidation—The consolidated financial statements include the financial statements of the Company, its wholly owned subsidiaries, controlled partnerships and ~~variable interest entities ("VIEs")~~VIEs for which the Company is the primary beneficiary. All ~~significant~~ intercompany balances and transactions have been eliminated in consolidation. The Company's involvement with VIEs affects its financial performance and cash flows primarily through amounts recorded in "Operating lease income," "Interest income," "Earnings from equity method investments," "Real estate expense" and "Interest expense" in the Company's consolidated statements of operations. The Company has ~~not~~ provided no financial support to those VIEs that it was not previously contractually required to provide.

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Consolidated VIEs—~~As of June 30, 2017, the~~The Company consolidates VIEs for which it is considered the primary beneficiary. As of June 30, 2017, the total assets of these consolidated VIEs were $326.9 million and total liabilities were $68.9 million. The classifications of these assets are primarily within "Land and development, net" and "Real estate, net" on the Company's consolidated balance sheets. The classifications of liabilities are primarily within "Accounts payable, accrued expenses and other liabilities" and "debt obligations, net" on the Company's consolidated balance sheets. The liabilities of these VIEs are non-recourse to the Company and can only be satisfied from each VIE's respective assets. The Company did not have any unfunded commitments related to consolidated VIEs as of June 30, ~~2017.~~2018. The following table presents the assets and liabilities of the Company's consolidated VIEs as of June 30, 2018 and December 31, 2017 ($ in thousands):



	As of
	June 30, 2018			December 31, 2017
ASSETS
Real estate
Real estate, at cost	$	817,979		$	47,073
Less: accumulated depreciation	(4,593		)	(2,732		)
Real estate, net	813,386			44,341
Land and development, net	242,213			212,408
Other investments	88			—
Cash and cash equivalents	12,918			10,704
Accrued interest and operating lease income receivable, net	557			230
Deferred expenses and other assets, net	179,129			29,929
Total assets	$	1,248,291		$	297,612
LIABILITIES
Accounts payable, accrued expenses and other liabilities	$	99,784		$	38,616
Debt obligations, net	464,706			—
Total liabilities	564,490			38,616

Unconsolidated VIEs—~~As of June 30, 2017, the~~The Company has investments in VIEs where it is not the primary beneficiary and accordingly the VIEs have not been consolidated in the Company's consolidated financial statements. As of June 30, ~~2017,~~2018, the Company's maximum exposure to loss from these investments does not exceed the sum of the ~~$56.6~~$88.5 million carrying value of the investments, which are classified in "Other investments" and "Loans receivable and other lending investments, net" on the Company's consolidated balance sheets, and ~~$53.8~~$22.7 million of related unfunded commitments.

Note 3—Summary of Significant Accounting Policies

The following paragraphs describe the impact on the Company's consolidated financial statements from the adoption of Accounting Standards Updates ("ASUs") on January 1, 2018.

ASU 2014-09—ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Certain contracts with customers, including lease contracts and financial instruments and other contractual rights, are not within the scope of the new guidance. The Company's revenue within the scope of the guidance is primarily ancillary income related to its operating properties. The Company adopted ASU 2014-09 using the modified retrospective approach and the adoption did not have a material impact on the Company's consolidated financial statements.

ASU 2016-01 and ASU 2018-03—ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities("ASU 2016-01"), addressed certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, provided technical corrections and improvements to ASU 2016-01. ASU 2016-01 requires entities to measure equity investments not accounted for under the equity method at fair value and recognize changes in fair value in net income. For equity investments without readily determinable fair values, entities may elect a measurement alternative that will allow those investments to be recorded at cost, less impairment, and adjusted for

subsequent observable price changes. Upon adoption, entities must record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the standard is adopted. ASU 2016-01 also eliminated the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The adoption of ASU 2016-01 and ASU 2018-03 did not have a material impact on the Company's consolidated financial statements.

ASU 2016-15—ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"), was issued to reduce diversity in practice in how certain cash receipts and cash payments, including debt prepayment or debt extinguishment costs, distributions from equity method investees, and other separately identifiable cash flows, are presented and classified in the statement of cash flows. The adoption of ASU 2016-15 was retrospective and resulted in an increase to cash flows provided by operating activities of $9.3 million and a decrease to cash flows provided by financing activities of $9.3 million for the six months ended June 30, 2017, primarily resulting from the reclassification of cash payments made related to the extinguishment of debt.

ASU 2016-18—ASU 2016-18, Statement of Cash Flows: Restricted Cash ("ASU 2016-18"), requires that restricted cash be included with cash and cash equivalents when reconciling beginning and ending cash and cash equivalents on the statement of cash flows and requires disclosure of what is included in restricted cash. The adoption of ASU 2016-18 did not have a material impact on the Company's consolidated financial statements. The adoption of ASU 2016-18 was retrospective and resulted in a decrease to cash flows provided by operating activities of $0.7 million and a decrease to cash flows provided by investing activities of $1.8 million for the six months ended June 30, 2017.

The following table provides a reconciliation of the cash and cash equivalents and restricted cash reported in the Company's consolidated balance sheets that total to the same amount as reported in the consolidated statements of cash flows (in thousands):



	June 30, 2018		December 31, 2017		June 30, 2017		December 31, 2016
Cash and cash equivalents	$	1,039,591	$	657,688	$	954,279	$	328,744
Restricted cash included in deferred expenses and other assets, net⁽¹⁾	27,399		20,045		23,380		25,883
Total cash, cash equivalents and restricted cash reported in the consolidated statements of cash flows	$	1,066,990	$	677,733	$	977,659	$	354,627


(1)	Restricted cash represents amounts required to be maintained under certain of the Company's debt obligations, loans, leasing, land development, sale and derivative transactions.

ASU 2017-01—The adoption of ASU 2017-01, Business Combinations: Clarifying the Definition of a Business ("ASU 2017-01"), did not have a material impact on the Company's consolidated financial statements. Under ASU 2017-01, certain transactions previously accounted for as business combinations under the former accounting guidance will be accounted for as asset acquisitions under ASU 2017-01. As a result, the Company expects more transaction costs to be capitalized relating to real estate acquisitions as a result of ASU 2017-01.

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

~~Note 3—Summary of Significant Accounting Policies~~

~~On January 1, 2017, the Company adopted Accounting Standards Update ("ASU") 2016-09,~~ ~~Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting~~ ("ASU 2016-09") which was issued to simplify several aspects of the accounting for share-based payment transactions, including income tax, classification of awards as either equity or liabilities and classification on the statement of cash flows. The adoption of ASU 2016-09 did not have a material impact on the Company's consolidated financial statements.

~~As of June 30, 2017, the remainder of the Company's significant accounting policies, which are detailed in the Company's 2016 Annual Report, have not changed materially.~~

~~New Accounting Pronouncements~~2017-05—~~In February 2017, the Financial Accounting Standards Board ("FASB") issued~~ ASU 2017-05, Other ~~Income—~~Income - Gains and Losses from the Derecognition of Nonfinancial Assets ("("ASU 2017-05") to clarify the scope of Subtopic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets, and to add guidance for partial sales of nonfinancial assets. The amendments in ASU 2017-05 simplify, simplifies GAAP by eliminating several accounting differences between transactions involving assets and transactions involving businesses. The amendments in ASU 2017-05 require an entity to initially measure a retained noncontrolling interest in a nonfinancial asset at fair value consistent with how a retained noncontrolling interest in a business is measured. Also, if an entity transfers ownership interests in a consolidated subsidiary that is within the scope of ASC 610-20 and continues to have a controlling financial interest in that subsidiary, ASU 2017-05 requires the entity to account for the transaction as an equity transaction, which is consistent with how changes in ownership interests in a consolidated subsidiary that is a business are recorded when a parent retains a controlling financial interest in the business. The Company adopted ASU 2017-05 ~~is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted beginning~~using the modified retrospective approach which was applied to all contracts. On January 1, ~~2017. Management is evaluating~~2018, the ~~impact~~Company recorded a step-up in basis to fair value of its retained noncontrolling interest relating to the ~~guidance~~sale of its ground lease business (refer to Note 4) and other transactions where the Company sold or contributed real estate to a venture and previously recognized partial gains. Prior to the adoption of ASU 2017-05, the Company was required to recognize gains on only the portion of its interest transferred to third parties and was precluded from recognizing a gain on its retained noncontrolling interest which was carried at the Company’s historical cost basis. The adoption of ASU 2017-05 had the following impact on the Company's consolidated financial statements (in thousands):



				Impact from ASU 2017-05on January 1, 2018
	December 31, 2017			Impact from ASU 2017-05on January 1, 2018		January 1, 2018
Other investments	$	321,241		$	75,869	$	397,110
Total assets	4,731,078			75,869		4,806,947

Retained earnings (deficit)	$	(2,470,564	)	$	75,869	$	(2,394,695	)
Total equity	914,249			75,869		990,118

ASU 2017-12—ASU 2017-12, Derivatives and ~~expects~~Hedging - Targeted Improvements to ~~adopt~~Accounting for Hedging Activities ("ASU 2017-12"), was issued to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the ~~retrospective approach, which would require~~designation and measurement guidance for qualifying hedging relationships and the ~~Company to recast revenue~~presentation of hedge results. ASU 2017-12 expands and ~~expenses~~refines hedge accounting for ~~all prior periods presented~~both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the ~~year of adoption of the new standard.~~financial statements. The Company ~~expects that transactions in assets~~adopted ASU 2017-12 on January 1, 2018 and ~~businesses in which~~ the Company retains an ownership interest, such as the sale of a controlling interest in its GL business (refer to Note 4), will be impacted by this guidance. As a result, under the retrospective approach, in 2018, the Company expects to record an incremental gain of $55.5 million in its consolidated statements of operations for the three and six months ended June 30, 2017, bringing the Company's full gain on the sale of its GL business to approximately $178.9 million.

~~In January 2017, the FASB issued ASU 2017-01,~~ ~~Business Combinations: Clarifying the Definition of a Business~~ ("ASU 2017-01") to provide a more robust framework to use in determining when a set of assets and activities is a business. The amendments provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The Company's real estate acquisitions have historically been accounted for as a business combination or an asset acquisition. Under ASU 2017-01, certain transactions previously accounted for as business combinations under the existing guidance would be accounted for as asset acquisitions under the new guidance. As a result, the Company expects more transaction costs to be capitalized under real estate acquisitions and less transaction costs to be expensed under business combinations. ASU 2017-01 is effective for interim and annual reporting periods beginning after December 15, 2017. Early application is permitted under certain conditions. Management is evaluating the impact of the guidance on the Company's consolidated financial statements.

~~In November 2016, the FASB issued ASU 2016-18,~~ ~~Statement of Cash Flows: Restricted Cash~~ ("ASU 2016-18") which requires that restricted cash be included with cash and cash equivalents when reconciling beginning and ending cash and cash equivalents on the statement of cash flows. In addition, ASU 2016-18 requires disclosure of what is included in restricted cash. ASU 2016-18 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption ~~is permitted. Management does~~did not ~~believe the guidance will~~ have a material impact on the Company's consolidated financial statements.

~~In August 2016~~New Accounting Pronouncements, —~~theFASB issued ASU 2016-15,~~ ~~Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments~~ ("ASU 2016-15") which was issued to reduce diversity in practice in how certain cash receipts and cash payments, including debt prepayment or debt extinguishment costs, distributions from equity method investees, and other separately identifiable cash flows, are presented and classified in the statement of cash flows. ASU 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. Management does not believe the guidance will have a material impact on the Company's consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial ~~Instruments—~~Instruments - Credit Losses:Measurement of Credit Losses on Financial Instruments ("("ASU 2016-13"), which was issued to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments held by a reporting entity. This amendment replaces the

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company currently records a general reserve that covers performing loans and reserves for loan losses are recorded ~~when~~when: (i) available information as of each balance sheet date indicates that it is probable a loss has occurred in the ~~portfolio~~portfolio; and (ii) the amount of the loss can be reasonably estimated. The formula-based general reserve is derived from estimated principal default probabilities and loss severities applied to groups of loans based upon risk ratings assigned to loans with similar risk characteristics during our quarterly loan portfolio assessment. The Company estimates loss rates based on historical realized losses experienced within its portfolio and take into account current economic conditions affecting the commercial real estate market when establishing appropriate time frames to evaluate loss experience. ~~The Company believes this general reserve component of its total loan loss reserves should minimize the impact of ASU 2016-13.~~ ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. Management does not believe the guidance will have a material impact on the Company's consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases~~Leases~~ ("ASU 2016-02"), which requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. For operating leases, a lessee will be required to do the following: (i) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position; (ii) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line ~~basis~~basis; and (iii) classify all cash payments within operating activities in the statement of cash flows. In July 2018, the FASB issued ASU 2018-11, Leases (“ASU 2018-11”), to address two requirements of ASU 2016-02. ASU 2018-11 allows entities to recognize a cumulative-effect adjustment from the application of ASU 2016-02 to the opening balance of retained earnings in the period of adoption. In addition, ASU 2018-11 provides lessors with a practical expedient to not separate

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

non-lease components from the associated lease component if certain conditions are met. For operating lease arrangements for which the Company is the lessee, primarily the lease of office space, the Company expects the impact of ASU 2016-02 to be the recognition of a right-of-use asset and lease liability on its consolidated balance sheets. The accounting applied by the Company as a lessor will be largely unchanged from that applied under previous GAAP. However, in certain instances, a new long-term lease of land subsequent to adoption could be classified as a sales-type lease, which could result in the Company derecognizing the underlying asset ~~from its books~~ and recording a profit or loss on sale and the net investment in the lease. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. Management is evaluating the impact of the guidance on the Company's consolidated financial statements.

~~In January 2016, the FASB issued ASU 2016-01,~~ ~~Financial Instruments - Overall:Recognition and Measurement of Financial Assets and Financial Liabilities~~ ("ASU 2016-01"), which addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is not permitted. Management is evaluating the impact of the guidance on the Company's consolidated financial statements.

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers~~ ~~("ASU 2014-09") which supersedes existing industry-specific guidance, including ASC 360-20,~~ ~~Real Estate Sales~~. The new standard is principles-based and requires more estimates and judgment than current guidance. Certain contracts with customers, including lease contracts and financial instruments and other contractual rights, are not within the scope of the new guidance. Although most of the Company's revenue is operating lease income generated from lease contracts and interest income generated from financial instruments, certain other of the Company's revenue streams will be impacted by the new guidance. The Company currently expects that income from the sale of residential condominiums, land development revenue and other income will be impacted by ASU 2014-09. The Company does not expect income from the sales of net lease or commercial operating properties to be impacted by ASU 2014-09. In August 2015, the FASB issued ASU 2015-14, ~~Revenue from Contracts with Customers - Deferral of the Effective Date~~, to defer the effective date of ASU 2014-09 by one year. ASU 2014-09 is now effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted beginning January 1, 2017. Management is evaluating the impact of the guidance on the Company’s consolidated financial statements and expects to adopt the full retrospective approach, which would require the Company to recast revenue and expenses for all prior periods presented in the year of adoption of the new standard.

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

Note 4—Real Estate

The Company's real estate assets were comprised of the following ($ in thousands):


	Net Lease⁽¹⁾			Operating Properties			Total			Net Lease⁽¹⁾			Operating Properties			Total
As of June 30, 2017
As of June 30, 2018
Land, at cost	$	227,231		$	211,057		$	438,288		$	335,926		$	181,973		$	517,899
Buildings and improvements, at cost	950,548			322,079			1,272,627			1,495,393			242,245			1,737,638
Less: accumulated depreciation	(314,373		)	(53,560		)	(367,933		)	(298,730		)	(41,808		)	(340,538		)
Real estate, net	863,406			479,576			1,342,982			1,532,589			382,410			1,914,999
Real estate available and held for sale ⁽²⁾	924			67,121			68,045			—			37,597			37,597
Total real estate	$	864,330		$	546,697		$	1,411,027		$	1,532,589		$	420,007		$	1,952,596
As of December 31, 2016
As of December 31, 2017
Land, at cost	$	231,506		$	211,054		$	442,560		$	219,092		$	203,278		$	422,370
Buildings and improvements, at cost	987,050			311,283			1,298,333			888,959			318,107			1,207,066
Less: accumulated depreciation	(307,444		)	(46,175		)	(353,619		)	(292,268		)	(55,137		)	(347,405		)
Real estate, net	911,112			476,162			1,387,274			815,783			466,248			1,282,031
Real estate available and held for sale ⁽²⁾	155,051			82,480			237,531			—			68,588			68,588
Total real estate	$	1,066,163		$	558,642		$	1,624,805		$	815,783		$	534,836		$	1,350,619

(1)

~~In 2014,~~On June 30, 2018, the Company ~~partnered with a sovereign wealth fund to form a venture to acquire and develop net lease assets (the "Net Lease Venture") and gave a right of first refusal to~~consolidated the Net Lease Venture ~~on all new net lease investments~~ (refer to Note ~~7 for more information~~7) and recorded $743.6 million to "Real estate, net" on the ~~Net Lease Venture). The Company is responsible for sourcing new opportunities and managing the Net Lease Venture and its assets in exchange for a promote and management fee.~~Company's consolidated balance sheet.

(2)

As of December 31, 2016, net lease includes the Company's ground lease ("GL") assets that were reclassified to "Real estate available and held for sale" (refer to "Dispositions" below). As of December 31, 2016, the carrying value of the Company's GL assets were previously classified as $104.5 million in "Real estate, net," $37.5 million in "Deferred expenses and other assets, net," $8.2 million in "Deferred operating lease income receivable, net" and $3.5 million in "Accrued interest and operating lease income receivable, net" on the Company's consolidated balance sheet. As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company had ~~$67.1~~$36.7 million and ~~$82.5~~$48.5 million, respectively, of residential ~~properties~~condominiums available for sale in its operating properties portfolio.

~~Real Estate Available and Held for Sale—~~During the six months ended June 30, 2017, the Company transferred one net lease asset with a carrying value of $0.9 million to held for sale due to an executed contract with a third party. During the six months ended June 30, 2016, the Company transferred one net lease asset with a carrying value of $0.7 million and one commercial operating property with a carrying value of $16.1 million to held for sale due to executed contracts with a third parties.

~~Acquisitions—During the six months ended June 30, 2016, the Company acquired land for $3.9 million and simultaneously entered into a 99 year ground lease with the seller.~~

Disposition of Ground Lease Business—In April 2017, institutional investors acquired a controlling interest in the Company's GLground lease business through the merger of a Company subsidiary and related transactions (the "Acquisition Transactions"). Ground leases generally represent ownership of the land underlying commercial real estate projects that is triple net leased by the fee owner of the land to the owners/operators of the real estate projects built thereon ("Ground Lease"). The Company's GLGround Lease business was a component of the Company's net lease segment and consisted of 12 properties subject to long-term net leases including seven ~~GLs~~Ground Leases and one master lease (covering five properties). The acquiring entity was a newly formed unconsolidated entity named Safety, Income ~~and~~& Growth Inc. ("SAFE"). The carrying value of the Company's GLGround Lease assets was approximately $161.1 million. Shortly before the Acquisition Transactions, the Company completed the $227.0 million 2017 Secured Financing on its GLGround Lease assets (refer to Note 10). The Company received all of the proceeds of the 2017 Secured Financing. The Company received an additional $113.0 million of proceeds in the Acquisition Transactions, including $55.5 million that the Company contributed to SAFE in its initial capitalization. As a result of the Acquisition Transactions, the Company deconsolidated the 12 properties and the associated 2017 Secured Financing. The Company accounts for its investment in SAFE as an equity method investment (refer to Note 7). The Company accounted for this transaction as an in substance sale of real estate and recognized a gain of $123.4 million, reflecting the aggregate gain less the fair value of the Company's retained interest in ~~SAFE~~SAFE. As a result of the adoption of ASU 2017-05 (refer to Note ~~2 - Summary~~3), on January 1, 2018, the Company recorded an increase to retained earnings of ~~Significant Accounting Policies). The carrying value of~~$55.5 million, bringing the ~~12 properties is classified in "Real estate available and held for sale"~~Company's aggregate gain on the ~~Company's consolidated balance sheet as~~sale of ~~December 31, 2016 and the gain was recorded in "Gain from discontinued operations" in the Company's consolidated statements of operations.~~its Ground Lease business to approximately $178.9 million.

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Discontinued Operations—The transactions described above involving the Company's GLGround Lease business qualified for discontinued operations and the following table summarizes income from discontinued operations for the three and six months ended June 30, 2017 ~~and 2016~~ ($ in thousands)⁽¹⁾⁽²⁾:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016			Three Months Ended June 30, 2017			Six Months Ended June 30, 2017
Revenues	$	678		$	4,543		$	6,430		$	8,986		$	678		$	5,922
Expenses	(505		)	(910		)	(1,491		)	(1,772		)	(505		)	(1,491		)
Income from sales of real estate													—			508
Income from discontinued operations	$	173		$	3,633		$	4,939		$	7,214		$	173		$	4,939


(1)	The transactions closed on April 14, ~~2017 and revenues, expenses and income from discontinued operations excludes the period from April 14, 2017 to June 30,~~ 2017. Revenues primarily consisted of operating lease income and expenses primarily consisted of depreciation and amortization and real estate expense.


(2)	For the six months ended June 30, 2017, cash flows provided by operating activities and cash flows used in investing activities from discontinued operations was $5.7 million and $0.5 million, respectively. ~~For~~

Other Dispositions—The following table presents the net proceeds and income recognized for properties sold, by property type ($ in millions):



	Six Months Ended June 30,
	2018		2017
Operating Properties
Proceeds⁽¹⁾	$	196.2	$	17.6
Income from sales of real estate⁽¹⁾	49.0		2.7

Net Lease
Proceeds⁽²⁾	$	38.4	$	19.5
Income from sales of real estate⁽²⁾	24.9		6.2

Total
Proceeds	$	234.6	$	37.1
Income from sales of real estate	73.9		8.9

(1)

During the six months ended June 30, ~~2016, cash flows provided by~~2018, the Company sold four operating ~~activities~~properties and ~~cash flows used~~recognized $49.0 million of gains in ~~investing activities~~"Income from ~~discontinued~~sales of real estate" in the Company's consolidated statements of operations, of which $9.8 million was ~~$9.4~~attributable to a noncontrolling interest at one of the properties.


(2)	During the six months ended June 30, 2018, the Company sold three net lease assets and recognized $24.9 million ~~and $4.6 million, respectively.~~of gains in "Income from sales of real estate" in the Company's consolidated statements of operations.

~~Other Dispositions—~~Impairments—During the six months ended June 30, ~~2017 and 2016,~~2018, the Company ~~sold residential condominiums for total~~recorded aggregate impairments of $8.9 million resulting from the exercise of a below-market lease renewal option related to a net ~~proceeds of $17.6 million~~lease asset and ~~$59.2 million, respectively, and recorded income from sales of~~a real estate ~~totaling $2.7 million and $18.8 million, respectively. During~~asset held for sale due to contracts to sell the ~~six months ended June 30, 2017 and 2016,~~remaining four condominium units at the Company sold net lease assets for net proceeds of $19.5 million and $30.2 million, respectively, resulting in gains of $6.2 million and $9.2 million, respectively. During the six months ended June 30, 2016, the Company also sold three commercial operating properties for net proceeds of $158.9 million resulting in gains of $25.9 million. The gains are recorded in "Income from sales of real estate" in the Company's consolidated statements of operations.

~~Impairments—~~property. During the six months ended June 30, 2017, the Company recorded an impairment of $4.4 million on a real estate asset held for sale due to shifting demand in the local condominium market along with a change in the Company's exit strategy. During the six months ended June 30, 2016, the Company recorded an impairment of $3.0 million on a residential operating property resulting from a slowdown in the local condominium real estate market.

Tenant Reimbursements—The Company receives reimbursements from tenants for certain facility operating expenses including common area costs, insurance, utilities and real estate taxes. Tenant expense reimbursements were $5.0 million and $10.6 million for the three and six months ended June 30, 2018, respectively. Tenant expense reimbursements were $5.2 million and $10.7 million for the three and six months ended June 30, 2017, ~~respectively. Tenant expense reimbursements were $5.9 million and $12.1 million for the three and six months ended June 30, 2016,~~ respectively. These amounts are included in "Operating lease income" in the Company's consolidated statements of operations.

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Allowance for Doubtful Accounts—As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the allowance for doubtful accounts related to real estate tenant receivables was ~~$1.4~~$1.3 million and $1.3 million, respectively, and the allowance for doubtful accounts related to deferred operating lease income was ~~$1.1~~$1.5 million and $1.3 million as of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. These amounts are included in "Accrued interest and operating lease income receivable, net" and "Deferred operating lease income receivable, net," respectively, on the Company's consolidated balance sheets.

Note 5—Land and Development

The Company's land and development assets were comprised of the following ($ in thousands):


	As of						As of
	June 30,			December 31,			June 30,			December 31,
	2017			2016			2018			2017
Land and land development, at cost(1)	$	862,774		$	952,051		$	649,783		$	868,692
Less: accumulated depreciation	(7,277		)	(6,486		)	(8,156		)	(8,381		)
Total land and development, net	$	855,497		$	945,565		$	641,627		$	860,311


(1)	During the six months ended June 30, 2018, the Company funded capital expenditures on land and development assets of $61.6 million.

~~Table~~Acquisitions—During the six months ended June 30, 2018, the Company acquired, via foreclosure, title to a land asset which had a total fair value of ~~Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

$4.6 million and had previously served as collateral for loans receivable held by the Company. No gain or loss was recorded in connection with this transaction.

Dispositions—During the six months ended June 30, 2018 and 2017, the Company sold ~~one~~ land ~~parcel totaling 1,250 acres (see following paragraph)~~parcels and residential lots and units and recognized land development revenue of $357.4 million and $152.8 million, ~~from its~~respectively. In connection with the sale of two land ~~and development portfolio.~~parcels totaling 93 acres during the six months ended June 30, 2018, the Company originated an aggregate $145.0 million of financing to the buyers. $81.2 million was repaid in the second quarter 2018. During the six months ended June 30, ~~2016, the Company sold residential lots~~2018 and ~~units and recognized land development revenue of $42.8 million from its land and development portfolio. During the six months ended June 30,~~ 2017, ~~and 2016,~~ the Company recognized land development cost of sales of ~~$138.4~~$306.8 million and ~~$28.8~~$138.4 million, respectively, from its land and development portfolio.

In connection with the resolution of litigation involving a dispute over the purchase and sale of approximately 1,250 acres of land in Prince George’s County, Maryland, ~~("Bevard"),~~ during the three and six months ended June 30, 2017, the Company recognized $114.0 million of land development revenue and $106.3 million of land development cost of ~~sales (refer to Note 11). In 2016, the Company acquired an additional 10.7% interest in Bevard for $10.8 million and owns 95.7% of Bevard as of June 30, 2017.~~sales.

Impairments—During the six months ended June 30, 2018, the Company recorded an impairment of $1.3 million on a land and development asset based upon market comparable sales. During the six months ended June 30, 2017, the Company recorded an impairment of $10.1 million on a land and development asset due to a change in the Company's exit strategy.

~~Redeemable Noncontrolling Interest—The Company has a majority interest in a strategic venture that provides the third party minority partner an option~~

Table of Contents

iStar Inc.

Notes to redeem its interest at fair value. The Company has reflected the partner's noncontrolling interest in this venture as a component of redeemable noncontrolling interest within its consolidated balance sheets. Changes in fair value are being accreted over the term from the date of issuance of the redemption option to the earliest redemption date using the interest method. As of June 30, 2017 and December 31, 2016, this interest had a carrying value of zero and $1.3 million, respectively. As of June 30, 2017 and December 31, 2016, this interest did not have a redemption value.Consolidated Financial Statements (Continued)

(unaudited)

Note 6—Loans Receivable and Other Lending Investments, net

The following is a summary of the Company's loans receivable and other lending investments by class ($ in thousands):


	As of						As of
Type of Investment	June 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
Senior mortgages	$	597,335		$	940,738		$	849,192		$	791,152
Corporate/Partnership loans(1)	543,589			490,389			129,988			488,921
Subordinate mortgages	22,841			24,941			9,822			9,495
Total gross carrying value of loans	1,163,765			1,456,068			989,002			1,289,568
Reserves for loan losses	(78,789		)	(85,545		)	(54,495		)	(78,489		)
Total loans receivable, net	1,084,976			1,370,523			934,507			1,211,079
Other lending investments—securities	85,589			79,916			118,365			89,576
Total loans receivable and other lending investments, net	$	1,170,565		$	1,450,439		$	1,052,872		$	1,300,655


(1)	In the second quarter 2018, the Company resolved a non-performing loan with a carrying value of $145.8 million. Refer to "Impaired Loans" section below.

Reserve for Loan Losses—Changes in the Company's reserve for loan losses were as follows ($ in thousands):


	For the Three Months Ended June 30,					For the Six Months Ended June 30,					For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016		2017			2016		2018			2017			2018			2017
Reserve for loan losses at beginning of period	$	79,389		$	109,671	$	85,545		$	108,165	$	69,466		$	79,389		$	78,489		$	85,545
(Recovery of) provision for loan losses	(600		)	700		(5,528		)	2,206
Provision for (recovery of) loan losses											18,892			(600		)	18,037			(5,528		)
Charge-offs	—			—		(1,228		)	—		(33,863		)	—			(42,031		)	(1,228		)
Reserve for loan losses at end of period	$	78,789		$	110,371	$	78,789		$	110,371	$	54,495		$	78,789		$	54,495		$	78,789

1112

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

The Company's recorded investment in loans (comprised of a loan's carrying value plus accrued interest) and the associated reserve for loan losses were as follows ($ in thousands):


	Individually Evaluated for Impairment⁽¹⁾			Collectively Evaluated for Impairment⁽²⁾			Total			Individually Evaluated for Impairment⁽¹⁾			Collectively Evaluated for Impairment⁽²⁾			Total
As of June 30, 2017
As of June 30, 2018
Loans	$	249,659		$	919,793		$	1,169,452		$	67,068		$	927,074		$	994,142
Less: Reserve for loan losses	(60,989		)	(17,800		)	(78,789		)	(40,395		)	(14,100		)	(54,495		)
Total⁽³⁾	$	188,670		$	901,993		$	1,090,663		$	26,673		$	912,974		$	939,647
As of December 31, 2016
As of December 31, 2017
Loans	$	253,941		$	1,209,062		$	1,463,003		$	237,877		$	1,056,944		$	1,294,821
Less: Reserve for loan losses	(62,245		)	(23,300		)	(85,545		)	(60,989		)	(17,500		)	(78,489		)
Total⁽³⁾	$	191,696		$	1,185,762		$	1,377,458		$	176,888		$	1,039,444		$	1,216,332

(1)

The carrying value of these loans include unamortized discounts, premiums, deferred fees and costs totaling net discounts of ~~$0.7~~$0.5 million and ~~$0.4~~$0.7 million as of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. The Company's loans individually evaluated for impairment primarily represent loans on non-accrual ~~status and~~status; therefore, the unamortized amounts associated with these loans are not currently being amortized into income.


(2)	The carrying value of these loans include unamortized discounts, premiums, deferred fees and costs totaling net discounts of $3.7 million and net premiums of ~~$4.5 million and $1.9~~$6.2 million as of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

(3)

The Company's recorded investment in loans as of June 30, ~~2017~~2018 and December 31, ~~2016 includes~~2017, including accrued interest of ~~$5.7~~$5.1 million and ~~$6.9~~$5.3 million, respectively, ~~which are~~is included in "Accrued interest and operating lease income receivable, net" on the Company's consolidated balance sheets. As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the total ~~excludes $85.6~~amounts exclude $118.4 million and ~~$79.9~~$89.6 million, respectively, of securities that are evaluated for impairment under ASC 320.

Credit Characteristics—As part of the Company's process for monitoring the credit quality of its loans, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its performing loans. Risk ratings, which range from 1 (lower risk) to 5 (higher risk), are based on judgments, which are inherently uncertain, and there can be no assurance that actual performance will be similar to current expectation. The Company designates loans as non-performing at such time as: (1) the loan becomes 90 days delinquent; (2) the loan has a maturity default; or (3) management determines it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan. All non-performing loans are placed on non-accrual status and income is only recognized in certain cases upon actual cash receipt.

The Company's recorded investment in performing loans, presented by class and by credit quality, as indicated by risk rating, was as follows ($ in thousands):


	As of June 30, 2017			As of December 31, 2016			As of June 30, 2018			As of December 31, 2017
	Performing Loans		Weighted Average Risk Ratings	Performing Loans		Weighted Average Risk Ratings	Performing Loans		Weighted Average Risk Ratings	Performing Loans		Weighted Average Risk Ratings
Senior mortgages	$	518,362	2.53	$	859,250	3.12	$	786,399	2.78	$	713,057	2.72
Corporate/Partnership loans	389,550		3.03	335,677		3.09	130,823		2.85	334,364		2.85
Subordinate mortgages	11,881		2.55	14,135		3.00	9,852		3.00	9,523		3.00
Total	$	919,793	2.74	$	1,209,062	3.11	$	927,074	2.79	$	1,056,944	2.77

1213

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

The Company's recorded investment in loans, aged by payment status and presented by class, ~~were~~was as follows ($ in thousands):


	Current		Less Than and Equal to 90 Days		Greater Than 90 Days⁽¹⁾		Total Past Due		Total		Current		Less Than and Equal to 90 Days		Greater Than 90 Days⁽¹⁾		Total Past Due		Total
As of June 30, 2017
As of June 30, 2018
Senior mortgages	$	524,362	$	—	$	76,282	$	76,282	$	600,644	$	792,399	$	—	$	61,068	$	61,068	$	853,467
Corporate/Partnership loans	389,550		—		156,375		156,375		545,925		130,823		—		—		—		130,823
Subordinate mortgages	22,883		—		—		—		22,883		9,852		—		—		—		9,852
Total	$	936,795	$	—	$	232,657	$	232,657	$	1,169,452	$	933,074	$	—	$	61,068	$	61,068	$	994,142
As of December 31, 2016
As of December 31, 2017
Senior mortgages	$	868,505	$	—	$	76,677	$	76,677	$	945,182	$	719,057	$	—	$	75,343	$	75,343	$	794,400
Corporate/Partnership loans	335,677		—		157,146		157,146		492,823		334,364		—		156,534		156,534		490,898
Subordinate mortgages	24,998		—		—		—		24,998		9,523		—		—		—		9,523
Total	$	1,229,180	$	—	$	233,823	$	233,823	$	1,463,003	$	1,062,944	$	—	$	231,877	$	231,877	$	1,294,821

(1)

As of June 30, 2018, the Company had two loans which were greater than 90 days delinquent and were in various stages of resolution, including legal and foreclosure-related proceedings and environmental matters, and ranged from 3.0 to 9.0 years outstanding. As of December 31, 2017, the Company had four loans which were greater than 90 days delinquent and were in various stages of resolution, including legal ~~proceedings, environmental concerns~~ and foreclosure-related proceedings and environmental matters, and ranged from 1.0 to 8.0 years outstanding. As of December 31, 2016, the Company had four loans which were greater than 90 days delinquent and were in various stages of resolution, including legal proceedings, environmental concerns and foreclosure-related proceedings, and ranged from 1.0 to 8.09.0 years outstanding.

Impaired Loans—In the second quarter 2018, the Company resolved a non-performing loan with a carrying value of $145.8 million. The Company received a $45.8 million cash payment and a preferred equity position with a face value of $100.0 million that is mandatorily redeemable in five years. The Company recorded the preferred equity at its fair value of $77.0 million and will accrue interest over the expected duration of the position. In addition, the Company recorded a $21.4 million loan loss provision and simultaneously charged-off of the remaining unpaid balance.

The Company's recorded investment in impaired loans, presented by class, ~~were~~was as follows ($ in thousands)⁽¹⁾:


	As of June 30, 2017							As of December 31, 2016							As of June 30, 2018							As of December 31, 2017
	Recorded Investment		Unpaid Principal Balance		Related Allowance			Recorded Investment		Unpaid Principal Balance		Related Allowance			Recorded Investment		Unpaid Principal Balance		Related Allowance			Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Subordinate mortgages	$	11,002	$	10,985	$	—		$	10,862	$	10,846	$	—
Subtotal	11,002		10,985		—			10,862		10,846		—
With an allowance recorded:
Senior mortgages	82,282		82,390		(48,518		)	85,933		85,780		(49,774		)	$	67,068	$	67,451	$	(40,395	)	$	81,343	$	81,431	$	(48,518	)
Corporate/Partnership loans	156,375		145,849		(12,471		)	157,146		146,783		(12,471		)	—		—		—			156,534		145,849		(12,471		)
Subtotal	238,657		228,239		(60,989		)	243,079		232,563		(62,245		)
Total:
Senior mortgages	82,282		82,390		(48,518		)	85,933		85,780		(49,774		)
Corporate/Partnership loans	156,375		145,849		(12,471		)	157,146		146,783		(12,471		)
Subordinate mortgages	11,002		10,985		—			10,862		10,846		—
Total	$	249,659	$	239,224	$	(60,989	)	$	253,941	$	243,409	$	(62,245	)	$	67,068	$	67,451	$	(40,395	)	$	237,877	$	227,280	$	(60,989	)


(1)	All of the Company's non-accrual loans are considered impaired and included in the table above.

1314

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

The Company's average recorded investment in impaired loans and interest income recognized, presented by class, were as follows ($ in thousands):


	For the Three Months Ended June 30,								For the Six Months Ended June 30,								For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2017				2016				2017				2016				2018				2017				2018				2017
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Senior mortgages	$	—	$	—	$	9,150	$	111	$	—	$	—	$	6,100	$	111
Subordinate mortgages	11,023		—		5,785		—		10,970		—		3,857		—		$	—	$	—	$	11,023	$	—	$	—	$	92	$	10,970	$	—
Subtotal	11,023		—		14,935		111		10,970		—		9,957		111		—		—		11,023		—		—		92		10,970		—
With an allowance recorded:
Senior mortgages	82,368		—		126,978		—		83,556		—		126,903		—		67,252		—		82,368		—		71,949		—		83,556		—
Corporate/Partnership loans	156,839		—		5,224		—		156,941		—		5,396		—		78,338		—		156,839		—		104,403		—		156,941		—
Subtotal	239,207		—		132,202		—		240,497		—		132,299		—		145,590		—		239,207		—		176,352		—		240,497		—
Total:
Senior mortgages	82,368		—		136,128		111		83,556		—		133,003		111		67,252		—		82,368		—		71,949		—		83,556		—
Corporate/Partnership loans	156,839		—		5,224		—		156,941		—		5,396		—		78,338		—		156,839		—		104,403		—		156,941		—
Subordinate mortgages	11,023		—		5,785		—		10,970		—		3,857		—		—		—		11,023		—		—		92		10,970		—
Total	$	250,230	$	—	$	147,137	$	111	$	251,467	$	—	$	142,256	$	111	$	145,590	$	—	$	250,230	$	—	$	176,352	$	92	$	251,467	$	—

Securities—Other lending investments—securities ~~includes~~include the following ($ in thousands):


	Face Value		Amortized Cost Basis		Net Unrealized Gain (Loss)		Estimated Fair Value		Net Carrying Value		Face Value		Amortized Cost Basis		Net Unrealized Gain		Estimated Fair Value		Net Carrying Value
As of June 30, 2017
As of June 30, 2018
Available-for-Sale Securities
Municipal debt securities	$	21,230	$	21,230	$	992	$	22,222	$	22,222	$	21,185	$	21,185	$	655	$	21,840	$	21,840
Held-to-Maturity Securities
Debt securities	63,418		63,367		1,544		64,911		63,367		119,538		96,525		378		96,903		96,525
Total	$	84,648	$	84,597	$	2,536	$	87,133	$	85,589	$	140,723	$	117,710	$	1,033	$	118,743	$	118,365
As of December 31, 2016
As of December 31, 2017
Available-for-Sale Securities
Municipal debt securities	$	21,240	$	21,240	$	426	$	21,666	$	21,666	$	21,230	$	21,230	$	1,612	$	22,842	$	22,842
Held-to-Maturity Securities
Debt securities	58,454		58,250		2,753		61,003		58,250		66,618		66,734		1,581		68,315		66,734
Total	$	79,694	$	79,490	$	3,179	$	82,669	$	79,916	$	87,848	$	87,964	$	3,193	$	91,157	$	89,576

1415

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Asof June 30, 2018, the contractual maturities of the Company's securities were as follows ($ in thousands):



	Held-to-Maturity Securities				Available-for-Sale Securities
	Amortized Cost Basis		Estimated Fair Value		Amortized Cost Basis		Estimated Fair Value
Maturities
Within one year	$	19,518	$	19,896	$	—	$	—
After one year through 5 years	77,007		77,007		—		—
After 5 years through 10 years	—		—		—		—
After 10 years	—		—		21,185		21,840
Total	$	96,525	$	96,903	$	21,185	$	21,840

Note 7—Other Investments

The Company's other investments and its proportionate share of earnings from equity method investments were as follows ($ in thousands):


					Equity in Earnings												Equity in Earnings (Losses)
	Carrying Value as of				For the Three Months Ended June 30,				For the Six Months Ended June 30,				Carrying Value as of				For the Three Months Ended June 30,					For the Six Months Ended June 30,
	June 30, 2017		December 31, 2016		2017		2016		2017		2016		June 30, 2018		December 31, 2017		2018			2017		2018			2017
Real estate equity investments
iStar Net Lease I LLC ("Net Lease Venture")(1)	$	128,997	$	92,669	$	1,032	$	944	$	2,013	$	1,890	$	—	$	121,139	$	2,016		$	1,032	$	4,100		$	2,013
Safety, Income and Growth, Inc. ("SAFE")⁽¹⁾	50,287		—		48		—		48		—
Marina Palms, LLC ("Marina Palms")	7,191		35,185		1,183		5,180		4,300		13,401
Safety, Income & Growth Inc. ("SAFE")⁽²⁾													147,512		83,868		680			48		2,152			48
Other real estate equity investments⁽²⁾	63,107		53,202		2,892		28,600		4,249		26,898		138,716		102,616		(295		)	4,075		(25		)	8,549
Subtotal	249,582		181,056		5,155		34,724		10,610		42,189		286,228		307,623		2,401			5,155		6,227			10,610
Other strategic investments⁽³⁾	27,239		33,350		360		4,723		607		5,525		6,789		13,618		(9,679		)	360		(10,173		)	607
Total	$	276,821	$	214,406	$	5,515	$	39,447	$	11,217	$	47,714	$	293,017	$	321,241	$	(7,278	)	$	5,515	$	(3,946	)	$	11,217


(1)	~~Equity in earnings is for~~The Company consolidated the ~~period from April 14, 2017 to~~assets and liabilities of the Net Lease Venture on June 30, ~~2017.~~2018 (refer to Net Lease Venture below).

(2)

~~In June 2016,~~On January 1, 2018, the Company recorded a ~~majority-owned consolidated subsidiary~~step-up in basis to fair value of its retained noncontrolling interest relating to the sale of its Ground Lease business (refer to Note 4) and other transactions where the Company sold or contributed real estate to a venture and previously recognized partial gains. Prior to the adoption of ASU 2017-05 (refer to Note 3), the Company was required to recognize gains on only the portion of its interest ~~in a real estate equity method investment for net proceeds of $39.8 million~~transferred to third parties and ~~recognized~~was precluded from recognizing a gain ~~of $31.5 million, of~~on its retained noncontrolling interest, which ~~$10.1 million of~~was carried at the ~~gain was attributable to the noncontrolling interest.~~Company’s historical cost basis.

(3)

~~In conjunction with the sale of the Company's interests in Oak Hill Advisors, L.P. in 2011, the Company retained a share of the carried interest related to various funds. During~~

For the three and six months ended June 30, ~~2016, the Company recognized $0.5~~2018, equity in earnings (losses) includes a $10.0 million ~~and $3.7 million, respectively, of carried interest income.~~ impairment on a foreign equity method investment due to local market conditions.

Net Lease Venture—In February 2014, the Company partnered with a sovereign wealth fund to form ~~an unconsolidated entity in which the Company has an equity interest of approximately 51.9%. The partners plan to contribute up to an aggregate $500 million of equity~~a net lease venture (the "Net Lease Venture") to acquire and develop net lease assets ~~over time.~~and gave a right of first offer to the venture on all new net lease investments. The Company and its partner had joint decision making rights pertaining to the acquisition of new investments. Upon the expiration of the investment period on June 30, 2018, the Company obtained control of the venture through its unilateral rights of management and disposition of the assets. As a result, the expiration of the investment period resulted in a reconsideration event under GAAP and the Company determined that the Net Lease Venture is a VIE for which the Company is the primary beneficiary. Effective June 30, 2018, the Company consolidated the Net Lease Venture as an asset acquisition under ASC 810. The Company recorded a gain of $67.9 million in "Gain on consolidation of equity method investment" in the Company's consolidated statement of operations as a result of the consolidation. The Net Lease Venture had previously been accounted for as an equity method investment. The Company has an equity interest in the Net Lease Venture of approximately 51.9% and recorded a $188.3 million increase to "Noncontrolling interests" and $11.8 million increase to "Redeemable noncontrolling interest" on the Company's consolidated balance sheet as a result of the consolidation. The Company is responsible for ~~sourcing new opportunities and~~ managing the venture ~~and its assets~~ in exchange for a ~~promote~~management fee and ~~management~~incentive fee. Several of the Company's senior executives whose time is substantially devoted to the Net

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Lease Venture ~~own~~have a ~~total of~~ 0.6% equity ownership in the venture via co-investment. These senior executives are also entitled to an amount equal to ~~50%~~50.0% of any ~~promote payment~~incentive fee received based on the 47.5% partner's interest. ~~During~~

In July 2018, the ~~six months ended June 30, 2017,~~Company entered into a new venture ("Net Lease Venture II") with similar investment strategies as the Net Lease Venture acquired industrial properties for $59.0 million. During the six months ended June 30, 2017, the Company sold a net lease asset for proceeds of $6.2 million, which approximated its carrying value, to theVenture. The Net Lease Venture II has a right of first offer on all new net lease investments originated by the Company. The Company has an equity interest in the new venture of approximately 51.9%, which will be accounted for as an equity method investment, and ~~derecognized~~is responsible for managing the ~~associated $18.9 million financing.~~venture in exchange for a management fee and incentive fee.

~~As of June 30, 2017 and December 31, 2016, the venture's carrying value of total assets was $626.5 million and $511.3 million, respectively.~~

During the three and six months ended June 30, ~~2017,~~2018, the Company recorded management fees of $0.7 million and $1.3 million, respectively, and $0.5 million and $0.9 million ~~respectively, and $0.4 million and $0.8 million for~~during the three and six months ended June 30, ~~2016,~~2017, respectively, from the Net Lease Venture which are included in "Other income" in the Company's consolidated statements of operations. ~~This entity is not a VIE and the Company does not have controlling interest due to the substantive participating rights of its partner.~~

Safety, Income ~~and~~& Growth Inc.—The Company ~~along with~~and two institutional investors capitalized SIGI Acquisition, Inc. ("SIGI") on April 14, ~~2017.~~2017 to acquire, manage and capitalize Ground Leases. The Company contributed $55.5 million for an initial ~~49%~~49.1% noncontrolling interest in SIGI and the two institutional investors contributed an aggregate $57.5 million for an initial ~~51%~~50.9% controlling interest in SIGI. A wholly-owned subsidiary of the Company that held the Company's GLGround Lease business and assets merged with and into SIGI on April 14, 2017 with SIGI surviving the merger and being renamed Safety, Income ~~and~~& Growth Inc. ("SAFE"). Through this merger and related transactions, the institutional investors acquired a controlling interest in the Company's GLGround Lease business. The Company's carrying value of the GLGround Lease assets was approximately $161.1 million. Shortly before the Acquisition Transactions, the Company completed the $227.0 million 2017 Secured Financing on its GLGround Lease assets (refer to Note 10). The Company received all of the proceeds of the 2017 Secured Financing. The Company received an additional $113.0 million of proceeds in the Acquisition Transactions, including $55.5 million that the Company contributed to SAFE in its initial capitalization. As a result of the Acquisition Transactions, the

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

Company deconsolidated the 12 properties and the associated 2017 Secured Financing. The Company accounted for this transaction as an in substance sale of real estate and recognized a gain of $123.4 million, reflecting the aggregate gain less the fair value of the Company's retained interest in SAFE. ~~The carrying value~~As a result of the ~~12 properties are classified in "Real estate available and held for sale"~~adoption of ASU 2017-05, on January 1, 2018, the Company recorded an increase to retained earnings of $55.5 million, bringing the Company's aggregate gain on the ~~Company's consolidated balance sheet as~~sale of ~~December 31, 2016 and the gain was recorded in "Gain from discontinued operations" in the Company's consolidated statements of operations.~~its Ground Lease business to approximately $178.9 million.

On June 27, 2017, SAFE completed its initial public offering (the "Offering") raising $205.0 million in gross proceeds and concurrently completed a $45.0 million private placement to the Company. In addition, the Company paid ~~$16.6~~$18.9 million in organization and offering costs of the up to $25.0 million in organization and offering costs it ~~has~~ agreed to pay in connection with the Offering and concurrent private ~~placement through June 30, 2017, including commissions payable to the underwriters and other offering expenses.~~placement. The Company expensed the portion of offering costs that was attributable to other investors in "Other expense" in the Company's consolidated statements of operations and capitalized the portion of offering costs attributable to the Company's ownership interest in "Other investments" on the Company's consolidated balance sheets. Subsequent to the initial public offering, the Company purchased 2.2 million shares of SAFE's common stock for $41.7 million, representing an average cost of $18.67 per share, pursuant to two 10b5-1 plans in accordance with Rules 10b5-1 and 10b-18 under the Securities and Exchange Act of 1934, as amended, under which the Company could buy shares of SAFE's common stock in the open market. As of June 30, ~~2017,~~2018, the Company owned approximately ~~28%~~39.8% of SAFE's common stock outstanding.

In addition, subsequent to SAFE's initial public offering, trusts established by Jay Sugarman, the Company's Chairman and Chief Executive Officer, and Geoffrey Jervis, the Company's former Chief Operating Officer and former Chief Financial Officer, purchased 26,000 shares in the aggregate of SAFE's common stock for an aggregate $0.5 million, representing an average cost of $19.20 per share, pursuant to a 10b5-1 plan in accordance with Rules 10b5-1 and 10b-18 under the Securities and Exchange Act of 1934, as amended.

A wholly-owned subsidiary of the Company is the external manager of SAFE and is entitled to a management fee, payable solely in shares of SAFE's common stock, equal to the sum of 1.0% of SAFE's total equity up to $2.5 billion and 0.75% of SAFE's total equity in excess of $2.5 billion. The Company is not entitled to receive any performance or incentive compensation. The Company is also entitled to receive expense reimbursements, ~~payable solely in shares~~including for the allocable costs of ~~SAFE's common stock, for~~ its personnel that perform certain legal, accounting, due diligence tasks and other services that third-party professionals or outside consultants otherwise would perform. The Company ~~has agreed to waive~~waived both the management fee and certain of the expense reimbursements through June 30, 2018.

~~Marina Palms—As of~~ For the three and six months ended June 30, 2018, the Company waived $0.9 million and $1.8 million, respectively, of management fees and $0.4 million and $0.8 million, respectively, of expense reimbursements. The Company has an exclusivity agreement with SAFE pursuant to which it agreed, subject to certain exceptions, that it will not acquire, originate, invest in, or provide financing for a third party’s acquisition of, a Ground Lease unless it has first offered that opportunity to SAFE and a majority of its independent directors has declined the opportunity.

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

In August 2017, the Company ~~owned~~committed to provide a ~~47.5% equity interest~~$24.0 million loan to the ground lessee of a Ground Lease originated at SAFE. The loan has an initial term of one year and will be used for the renovation of a medical office building in ~~Marina Palms, a 468 unit, two tower residential condominium development in North Miami Beach, Florida. The 234 unit north tower has one unit remaining for sale~~Atlanta, GA. $13.0 million of the loan was funded as of June 30, ~~2017.~~2018. The ~~234 unit south tower is 84%~~transaction was approved by the Company's and SAFE's independent directors.

In October 2017, the Company closed on a 99-year Ground Lease and a $80.5 million construction financing commitment to support the ground-up development of Great Oaks Multifamily, a to-be-built 301-unit community within the Great Oaks Master Plan of San Jose, CA. The transaction includes a combination of: (i) a newly created Ground Lease and up to a $7.2 million leasehold improvement allowance; and (ii) a $80.5 million leasehold first mortgage. The Company entered into a forward purchase contract with SAFE under which SAFE would acquire the Ground Lease in November 2020 for approximately $34.0 million. The forward purchase contract was approved by the Company's and SAFE's independent directors.

In May 2018, the Company provided a $19.9 million mortgage loan to the ground lessee of a Ground Lease originated at SAFE. The loan has an initial term of one year and will be used for the acquisition of 100 and 200 Glenridge Point, two multi-tenant office buildings in Atlanta, GA. The transaction was approved by the Company's and SAFE's independent directors.

In June 2018, the Company sold ~~or pre-sold (based on unit count) as of June 30, 2017. This entity is not~~two industrial facilities located in Miami, FL to a ~~VIE~~third-party and simultaneously structured and entered into two Ground Leases. The Company then sold the two Ground Leases to SAFE. Net proceeds from the transactions totaled $36.1 million and the Company ~~does not have controlling interest due to shared control of~~recognized a $24.5 million gain on sale. The transactions were approved by the ~~entity with its partner. As of June 30, 2017~~Company's and ~~December 31, 2016, the venture's carrying value of total assets was $52.7 million and $201.8 million, respectively.~~SAFE's independent directors.

Other real estate equity investments—As of June 30, 2018, the Company's other real estate equity investments include equity interests in real estate ventures ranging from 15.5% to 95.0%, comprised of investments of $62.0 million in operating properties and $76.7 million in land assets. As of December 31, 2017, the Company's other real estate equity investments included ~~equity interests in real estate ventures ranging from 20% to 85%, comprised of investments of $7.9~~$38.8 million in operating properties and ~~$55.2 million in land assets. As of December 31, 2016, the Company's other real estate equity investments included $3.6 million in operating properties and $49.6~~$61.3 million in land assets.

In December 2016, the Company sold a land and development asset to a newly formed unconsolidated entity in which the Company owns a 50.0% equity interest. This entity is a VIE and the Company does not have a controlling interest due to shared control of the entity with its partner. The Company and its partner ~~both~~each made a $7.0 million ~~contributions~~contribution to the venture and the Company provided financing to the entity in the form of a $27.0 million senior loan commitment, of which ~~had a carrying value of $23.6~~$26.8 million and ~~$22.7~~$25.4 million was funded as of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively, and is included in "Loans receivable and other lending investments, net" on the Company's consolidated balance sheets. During the three and six months ended June 30, 2018, the Company recorded $0.5 million and $1.0 million of interest income, respectively, on the senior loan. During the three and six months ended June 30, 2017, the Company recorded $0.5 million and $0.9 million of interest income, respectively, on the senior loan.

Other strategic investments—As of June 30, 2018 and December 31, 2017, the Company also had ~~smaller~~ investments in real estate related funds and other strategic investments in several other entities that were accounted for under the equity method or cost method. As of June 30, 2017 and December 31, 2016, the carrying value of the Company's cost method investments was $0.9 million and $1.4 million, respectively.real estate entities.

1618

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

~~Summarized investee financial information~~—The following table presents the investee level summarized financial information of the Company's equity method investments, which were significant subsidiaries for the six months ended June 30, 2017 and 2016 ($ in thousands):

Revenues Expenses Net Income Attributable to Parent Entities
For the Six Months Ended June 30, 2017
Marina Palms $ 31,847
$ (19,771 ) $ 12,076

For the Six Months Ended June 30, 2016
Marina Palms $ 87,494
$ (47,764 ) $ 39,730

Note 8—Other Assets and Other Liabilities

Deferred expenses and other assets, net, consist of the following items ($ in thousands):


	As of				As of
	June 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
Intangible assets, net⁽¹⁾	$	20,452	$	30,727	$	162,014	$	27,124
Other receivables⁽²⁾	56,851		52,820		47,355		56,369
Other assets(3)	29,449		34,351		29,952		23,081
Restricted cash	23,380		25,883		27,399		20,045
Leasing costs, net⁽³⁾⁽⁴⁾	11,367		11,802		7,141		9,050
Corporate furniture, fixtures and equipment, net⁽⁴⁾⁽⁵⁾	5,133		5,691		4,362		4,652
Deferred financing fees, net	489		838		1,167		1,409
Deferred expenses and other assets, net	$	147,121	$	162,112	$	279,390	$	141,730

(1)

Intangible assets, net includes above market and in-place lease assets and lease incentives related to the acquisition of real estate assets. Accumulated amortization on intangible assets, net was ~~$33.5~~$30.9 million and ~~$31.9~~$34.9 million as of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. The amortization of above market leases and lease incentive assets decreased operating lease income in the Company's consolidated statements of operations by $0.4 million and $0.8 million for the three and six months ended June 30, 2018, respectively. The amortization of above market leases and lease incentive assets decreased operating lease income in the Company's consolidated statements of operations by $0.8 million and $1.6 million for the three and six months ended June 30, 2017, ~~respectively, and $1.1~~respectively. These intangible lease assets are amortized over the remaining term of the lease. The amortization expense for in-place leases was $0.4 million and ~~$2.2~~$0.7 million for the three and six months ended June 30, ~~2016,~~2018, respectively. ~~These intangible lease assets are amortized over the term of the lease.~~ The amortization expense for in-place leases was $0.7 million and $1.2 million for the three and six months ended June 30, 2017, ~~respectively, and $0.6 million and $1.1 million for the three and six months ended June 30, 2016,~~ respectively. These amounts are included in "Depreciation and amortization" in the Company's consolidated statements of operations. On June 30, 2018, the Company consolidated the Net Lease Venture (refer to Note 7) and recorded $135.3 million of intangible assets to "Deferred expenses and other assets, net" on the Company's consolidated balance sheet.


(2)	As of June 30, ~~2017~~2018 and December 31, ~~2016, included~~2017, includes $26.5 million and $26.0 million, respectively, of ~~receivables~~reimbursements receivable related to the construction and development of an ~~amphitheater.~~operating property.


(3)	Other assets primarily includes prepaid expenses and deposits for certain real estate assets.


(4)	Accumulated amortization of leasing costs was ~~$7.0~~$3.9 million and ~~$6.7~~$4.7 million as of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.


~~(4)~~(5)	Accumulated depreciation on corporate furniture, fixtures and equipment was ~~$9.8~~$11.2 million and ~~$9.0~~$10.5 million as of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

Accounts payable, accrued expenses and other liabilities consist of the following items ($ in thousands):


	As of				As of
	June 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
Other liabilities⁽¹⁾	$	81,526	$	75,993
Accrued expenses⁽²⁾	84,174		72,693
Accrued expenses⁽¹⁾					$	87,734	$	101,035
Other liabilities⁽²⁾					69,368		79,015
Accrued interest payable	56,716		54,033		50,359		49,933
Intangible liabilities, net⁽³⁾	7,843		8,851		42,033		8,021
Accounts payable, accrued expenses and other liabilities	$	230,259	$	211,570	$	249,494	$	238,004


(1)	As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, accrued expenses includes $2.3 million and $2.5 million, respectively, associated with "Real estate available and held for sale" on the Company's consolidated balance sheets.

(2)

As of June 30, 2018 and December 31, 2017, other liabilities includes ~~$24.0~~$18.5 million and $29.2 million, respectively, related to profit sharing arrangements with developers for certain properties sold. As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, includes ~~$1.5~~$0.7 million and ~~$1.2~~$1.6 million, respectively, associated with "Real estate available and held for sale" on the Company's consolidated balance sheets. As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, other liabilities also includes ~~$7.3~~$4.3 million and ~~$8.5~~$6.2 million, respectively, related to tax increment financing bonds which were issued by government entities to fund development within two of the Company's land projects. The amount represents tax assessments associated with each project, which will decrease as the Company sells units.


~~(2)~~	As of June 30, 2017 and December 31, 2016, accrued expenses includes $2.5 million and $1.7 million, respectively, associated with "Real estate available and held for sale" on the Company's consolidated balance sheets.

(3)

Intangible liabilities, net includes below market lease liabilities related to the acquisition of real estate assets. Accumulated amortization on below market lease liabilities was ~~$7.5~~$5.9 million and ~~$6.4~~$7.8 million as of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively. The amortization of below market leases increased operating lease income in the Company's consolidated statements of operations by $0.1 million and $0.3 million for the three and six months ended June 30, 2018, respectively. The amortization of below market leases increased operating lease income in the Company's consolidated statements of operations by $0.8 million and $1.0 million for the three and six months ended June 30, 2017, ~~respectively, and $0.3 million and $0.6 million for the three and six months ended~~respectively. On June 30, ~~2016, respectively.~~2018, the Company consolidated the Net Lease Venture (refer to Note 7) and recorded $34.3 million of intangible liabilities to "Accounts payable, accrued expenses and other liabilities" on the Company's consolidated balance sheet.

~~Deferred tax assets and liabilities~~

Table of ~~the Company's taxable REIT subsidiaries were as follows ($ in thousands):~~Contents

iStar Inc.

As of
June 30, 2017 December 31, 2016
Deferred tax assets (liabilities) $ 82,219
$ 66,498
Valuation allowance (82,219 ) (66,498 )
Net deferred tax assets (liabilities) $ —
$ —
Notes to Consolidated Financial Statements (Continued)

(unaudited)

Note 9—Loan Participations Payable, net

The Company's loan participations payable, net were as follows ($ in thousands):


	Carrying Value as of						Carrying Value as of
	June 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
Loan participations payable⁽¹⁾	$	107,844		$	160,251		$	14,938		$	102,737
Debt discounts and deferred financing costs, net	(402		)	(930		)	(229		)	(312		)
Total loan participations payable, net	$	107,442		$	159,321		$	14,709		$	102,425

(1)

One loan participation payable with a carrying value of $93.8 million and a corresponding loan receivable balance of $93.6 million was fully repaid during the six months ended June 30, 2018. As of June 30, 2018, the Company had one loan participation payable with an interest rate of 6.6%. As of December 31, 2017, the Company had two loan participations payable with a weighted average interest rate of ~~6.2%. As of December 31, 2016, the Company had three loan participations payable with a weighted average interest rate of 4.8%~~6.5%.

Loan participations represent transfers of financial assets that did not meet the sales criteria established under ASC Topic 860 and are accounted for as loan participations payable, ~~net.~~net as of June 30, 2018 and December 31, 2017. As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the corresponding loan receivable balances were ~~$107.1~~$14.7 million and ~~$159.1~~$102.3 million, respectively, and are included in "Loans receivable and other lending investments, net" on the Company's consolidated balance sheets. The principal and interest due on these loan participations payable are paid from cash flows of the corresponding loans receivable, which serve as collateral for the participations.

1820

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Note 10—Debt Obligations, net

The Company's debt obligations were as follows ($ in thousands):


	Carrying Value as of						Stated Interest Rates			Scheduled Maturity Date	Carrying Value as of						Stated Interest Rates			Scheduled Maturity Date
	June 30, 2017			December 31, 2016			Stated Interest Rates			Scheduled Maturity Date	June 30, 2018			December 31, 2017			Stated Interest Rates			Scheduled Maturity Date
Secured credit facilities and mortgages:
2015 $250 Million Secured Revolving Credit Facility	$	—		$	—		LIBOR + 2.75%		⁽¹⁾	March 2018
2016 Senior Secured Credit Facility	498,750			498,648			LIBOR + 3.75%		⁽²⁾	July 2020
2015 $325 million Revolving Credit Facility											$	—		$	325,000		LIBOR + 2.50%		⁽¹⁾	September 2020
2016 Senior Term Loan											650,000			399,000			LIBOR + 2.75%		⁽²⁾	June 2023
Mortgages collateralized by net lease assets(3)	225,624			249,987			4.851% - 7.26%		⁽³⁾	Various through 2032	670,872			208,491			3.62% - 7.26%		⁽⁴⁾
Total secured credit facilities and mortgages	724,374			748,635							1,320,872			932,491
Unsecured notes:
5.85% senior notes	—			99,722			5.85	%		March 2017
9.00% senior notes	—			275,000			9.00	%		June 2017
4.00% senior notes⁽⁴⁾	550,000			550,000			4.00	%		November 2017
7.125% senior notes	300,000			300,000			7.125	%		February 2018
4.875% senior notes⁽⁵⁾	300,000			300,000			4.875	%		July 2018
5.00% senior notes⁽⁶⁾	770,000			770,000			5.00	%		July 2019
5.00% senior notes⁽⁵⁾											770,000			770,000			5.00	%		July 2019
4.625% senior notes⁽⁶⁾											400,000			400,000			4.625	%		September 2020
6.50% senior notes⁽⁷⁾	275,000			275,000			6.50	%		July 2021	275,000			275,000			6.50	%		July 2021
6.00% senior notes⁽⁸⁾	375,000			—			6.00	%		April 2022	375,000			375,000			6.00	%		April 2022
5.25% senior notes⁽⁹⁾											400,000			400,000			5.25	%		September 2022
3.125% senior convertible notes⁽¹⁰⁾											287,500			287,500			3.125	%		September 2022
Total unsecured notes	2,570,000			2,569,722							2,507,500			2,507,500
Other debt obligations:
Trust preferred securities	100,000			100,000			LIBOR + 1.50%			October 2035	100,000			100,000			LIBOR + 1.50%			October 2035
Total debt obligations	3,394,374			3,418,357							3,928,372			3,539,991
Debt discounts and deferred financing costs, net	(26,261		)	(28,449		)					(58,796		)	(63,591		)
Total debt obligations, net⁽⁹⁾	$	3,368,113		$	3,389,908
Total debt obligations, net⁽¹¹⁾											$	3,869,576		$	3,476,400

(1)

The loan bears interest at the Company's election of ~~either~~either: (i) a base rate, which is the greater of (a) prime, (b) federal funds plus 0.5% or (c) LIBOR plus 1.0% and subject to a margin ranging from 1.25% to 1.75%,; or (ii) LIBOR subject to a margin ranging from 2.25% to 2.75%. At maturity, the Company may convert outstanding borrowings to a one year term loan which matures in quarterly installments through ~~March 2019.~~

September 2021.


(2)	The loan bears interest at the Company's election of ~~either~~either: (i) a base rate, which is the greater of (a) prime, (b) federal funds plus 0.5% or (c) LIBOR plus 1.0% and subject to a margin of ~~2.75%~~1.75%; or (ii) LIBOR subject to a margin of ~~3.75% with a minimum LIBOR rate of 1.0%~~2.75%.


(3)	On June 30, 2018, the Company consolidated the Net Lease Venture and recorded $464.7 million to "Debt obligations, net" on the Company's consolidated balance sheet.


(4)	As of June 30, ~~2017 and December 31, 2016, includes a loan with a floating rate of LIBOR plus 2.0%. As of June 30, 2017,~~2018, the weighted average interest rate of these loans is ~~5.2%.~~


~~(4)~~	~~The Company can prepay these senior notes without penalty beginning August 1, 2017.~~4.6%, inclusive of the effect interest rate swaps.


(5)	The Company can prepay these senior notes without ~~penalty beginning January 1, 2018.~~penalty. In July 2018, the Company redeemed $273.0 million of the 5.00% senior notes.


(6)	The Company can prepay these senior notes without penalty beginning ~~July 1, 2018.~~June 15, 2020.


(7)	The Company can prepay these senior notes without penalty beginning July 1, 2020.


(8)	The Company can prepay these senior notes without penalty beginning April 1, 2021.


(9)	The Company can prepay these senior notes without penalty beginning September 15, 2021.

(10)

The Company's 3.125% senior convertible fixed rate notes due September 2022 ("3.125% Convertible Notes") are convertible at the option of the holders at a conversion rate of 64.36 shares per $1,000 principal amount of 3.125% Convertible Notes, which equals a conversion price of $15.54 per share, at any time prior to the close of business on the business day immediately preceding September 15, 2022. Upon conversion, the Company will pay or deliver, as the case may be, a combination of cash and shares of its common stock. As such, at issuance in September 2017, the Company valued the debt component at $221.8 million, net of fees, and the equity component of the conversion feature at $22.5 million, net of fees, and recorded the equity component in "Additional paid-in capital" on the Company's consolidated balance sheet. In October 2017, the initial purchasers of the 3.125% Convertible Notes exercised their option to purchase an additional $37.5 million aggregate principal amount of the 3.125% Convertible Notes. At issuance, the Company valued the debt component at $34.0 million, net of fees, and the equity component of the conversion feature at $3.4 million, net of fees, and recorded the equity component in "Additional paid-in capital" on the Company's consolidated balance sheet. As of June 30, 2018, the carrying value of the 3.125% Convertible Notes was $259.6 million, net of fees, and the unamortized discount of the 3.125% Convertible Notes was $22.9 million, net of fees. During the three and six months ended June 30, 2018, the Company recognized $2.2 million and $4.5 million, respectively, of contractual interest and $1.2 million and $2.3 million, respectively, of discount amortization on the 3.125% Convertible Notes. The effective interest rate was 5.2%.


(11)	The Company capitalized interest relating to development activities of $2.1 million and $4.5 million during the three and six months ended June 30, 2018, respectively, and $2.0 million and $4.0 million during the three and six months ended June 30, 2017, ~~respectively, and $1.4 million and $2.8 million during the three and six months ended June 30, 2016,~~ respectively.

1921

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Future Scheduled Maturities—As of June 30, ~~2017~~2018, future scheduled maturities of outstanding debt obligations are as follows ($ in thousands):


	Unsecured Debt			Secured Debt			Total			Unsecured Debt⁽¹⁾			Secured Debt			Total
2017 (remaining six months)	$	550,000		$	—		$	550,000
2018	600,000			10,091			610,091
2018 (remaining six months)										$	—		$	90,186		$	90,186
2019	770,000			28,350			798,350			770,000			1,054			771,054
2020	—			498,750			498,750			400,000			—			400,000
2021	275,000			118,287			393,287			275,000			269,647			544,647
2022										1,062,500			57,992			1,120,492
Thereafter	475,000			68,896			543,896			100,000			901,993			1,001,993
Total principal maturities	2,670,000			724,374			3,394,374			2,607,500			1,320,872			3,928,372
Unamortized discounts and deferred financing costs, net	(18,419		)	(7,842		)	(26,261		)	(48,784		)	(10,012		)	(58,796		)
Total debt obligations, net	$	2,651,581		$	716,532		$	3,368,113		$	2,558,716		$	1,310,860		$	3,869,576

(1)

~~The~~In July 2018, the Company ~~has $550.0~~redeemed $273.0 million of debt obligations maturing during the remainder of 2017, and $610.0 million of other debt obligations maturing before the end of August 2018, as listed in the debt obligations table above. The Company's plans to satisfy these obligations primarily consist of using cash on hand and accessing the debt and/or equity markets to obtain capital to satisfy the maturing obligations. In addition, management intends to execute on its business strategy of disposing of assets as well as collecting loan repayments from borrowers to further generate available liquidity. Should these sources of capital not be sufficiently available, the Company will slow its pace of making new investments and will need to identify alternative sources of capital. As of August 2, 2017, the Company had approximately $1.2 billion of cash and available capacity under existing borrowing arrangements.senior notes.

2017 Secured Financing—In March 2017, the ~~Company (through~~predecessor of SAFE (which at the time was comprised of the Company's wholly-owned subsidiaries conducting ~~the Company's GL~~its Ground Lease business) entered into a $227.0 million secured financing transaction (the "2017 Secured Financing") that accrued interest at 3.795% and matures in April 2027. The 2017 Secured Financing was collateralized by the 12 properties comprising ~~the Company's GL business, including seven GLs and one master lease (covering the accounts of five properties).~~SAFE's initial portfolio. In connection with the 2017 Secured Financing, the Company incurred $7.3 million of lender and third-party fees, substantially all of which was capitalized in "Debt obligations, net" on the Company's consolidated balance sheets. In April 2017, the Company derecognized the 2017 Secured Financing when third parties acquired a controlling interest in ~~the Company's GL business~~SAFE's predecessor, prior to SAFE's initial public offering (refer to Note 4).

The Company is providing a limited recourse guaranty and environmental indemnity under the 2017 Secured Financing that will remain in effect until SAFE has achieved either an equity market capitalization of at least $500.0 million (inclusive of the initial portfolio that the Company contributed to SAFE) or a net worth of at least $250.0 million (exclusive of the initial portfolio that the Company contributed to SAFE), and SAFE or another replacement guarantor provides similar guaranties and indemnities to the lenders. The management agreement with SAFE provides that SAFE may not terminate the management agreement unless a successor guarantor reasonably acceptable to the Company has agreed to replace the Company as guarantor and indemnitor or has provided the Company with a reasonably acceptable indemnity for any losses suffered by the Company as guarantor and indemnitor. SAFE has generally agreed to indemnify the Company for any amounts the Company is required to pay, or other losses the Company may suffer, under the limited recourse guaranty and environmental indemnity.

2016 ~~Secured~~Senior Term Loan—In December 2016, the Company arranged a $170.0 million delayed draw secured term loan (the "2016 Secured Term Loan"). In March 2017, the Company allowed the 2016 Secured Term Loan to expire and replaced the 2016 Secured Term Loan with the 2017 Secured Financing. The 2016 Secured Term Loan was collateralized by the 12 properties that served as collateral for the 2017 Secured Financing.

~~2016 Senior Secured Credit Facility~~—In June 2016, the Company entered into a senior ~~secured credit facility~~term loan of $450.0 million (the "2016 Senior ~~Secured Credit Facility"~~Term Loan"). In August 2016, the Company upsized the facility to $500.0 million. The initial $450.0 million of the 2016 Senior ~~Secured Credit Facility~~Term Loan was issued at 99% of par and the upsize was issued at par. ~~The 2016 Senior Secured Credit Facility initially accrued interest at a floating rate of LIBOR plus 4.50% with a 1.00% LIBOR floor.~~ In ~~January~~September 2017, the Company reduced, repriced and extended the 2016 Senior ~~Secured Credit Facility~~Term Loan to $400.0 million priced at LIBOR plus ~~3.75%~~3.00% with a ~~1.00%~~0.75% LIBOR ~~floor. The 2016 Senior Secured Credit Facility is collateralized 1.25x by a first lien on a fixed pool of assets. Proceeds from principal repayments~~floor and ~~sales of collateral are applied to amortize~~maturing in October 2021. In June 2018, the Company increased the 2016 Senior ~~Secured Credit Facility. Proceeds received for interest, rent, lease payments~~Term Loan to $650.0 million, re-priced at LIBOR plus 2.75% and ~~fee income are retained by~~extended its maturity to June 2023. The facility was also modified to permit substitution of collateral, subject to overall collateral pool coverage and concentration limits, over the ~~Company.~~life of the facility. This modification eliminates the mandatory amortization upon payoff or sale of collateral which existed prior to the upsize and broadens the types of collateral permitted under the facility. The Company may ~~also~~ make optional prepayments, subject to prepayment fees, and is required to repay 0.25% of the principal amount on the first business day of each quarter. ~~Proceeds from~~

During the ~~2016 Senior Secured Credit Facility, together with cash on hand, were primarily used to repay other secured debt.~~

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

In connection with the 2016 Senior Secured Credit Facility, the Company incurred $4.5 million of lender fees, substantially all of which was capitalized in "Debt obligations, net" on the Company's consolidated balance sheets. The Company also incurred $6.2 million in third party fees, of which $4.3 million was capitalized in “Debt obligations, net” on the Company's consolidated balance sheets, as it related to new lenders,three and $1.9 million was recognized in “Other expense” in the Company's consolidated statements of operations as it related primarily to those lenders from the original facility that modified their debt under the new facility. In connection with the repricingsix months ended June 30, 2018, repayments of the 2016 Senior ~~Secured Credit Facility~~Term Loan prior to its modification and the modification and upsize of the 2016 Senior Term Loan resulted in ~~January 2017, the Company incurred an additional $0.8~~losses on early extinguishment of debt of $2.2 million ~~in fees, substantially all of which was recognized in "Other expense" in the Company's consolidated statements of operations.~~

and $2.5 million, respectively.

2015 ~~Secured~~ Revolving Credit Facility—In March 2015, the Company entered into a secured revolving credit facility with a maximum capacity of $250.0 million (the "2015 ~~Secured~~ Revolving Credit Facility"). In September 2017, the Company upsized the 2015 Revolving Credit Facility to $325.0 million, added additional lenders to the syndicate, extended the maturity date to September 2020 and made certain other changes. This facility is secured by a pledge of the equity interest in a pool of assets which provide asset value coverage for borrowings under the facility. Borrowings under this credit facility bear interest at a floating rate indexed

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

to one of several base rates plus a margin which adjusts upward or downward based upon the Company's corporate credit rating. An undrawn credit facility commitment fee ranges from ~~0.375%~~0.30% to 0.50%, based on ~~average utilization each quarter. Commitments under the revolving facility mature in March 2018.~~corporate credit ratings. At maturity, the Company may convert outstanding borrowings to a one year term loan which matures in quarterly installments through ~~March 2019. As~~September 2021. During the six months ended June 30, 2018, the Company repaid from cash on hand the $325.0 million outstanding on the 2015 Revolving Credit Facility and as of June 30, ~~2017,~~2018, based on the Company's borrowing base of assets, the Company had ~~$234.6~~$325.0 million of borrowing capacity available under the 2015 ~~Secured~~ Revolving Credit Facility.

Unsecured Notes—In ~~March~~September 2017, the Company issued ~~$375.0~~$400.0 million principal amount of ~~6.00%~~4.625% senior unsecured notes due ~~April~~September 2020, $400.0 million principal amount of 5.25% senior unsecured notes due September 2022 and $250.0 million of 3.125% Convertible Notes due September 2022. The Company incurred approximately $18.6 million in fees related to these offerings, all of which was capitalized in "Debt obligations, net" on the Company's consolidated balance sheets. Proceeds from ~~the offering~~these offerings, together with cash on hand, were ~~primarily~~ used to repay in full the ~~$99.7~~$550.0 million principal amount outstanding of ~~5.85%~~the 4.0% senior unsecured notes due ~~March~~November 2017, ~~and repay in full~~ the ~~$275.0~~$300.0 million principal amount outstanding of ~~9.00%~~the 7.125% senior unsecured notes due ~~June 2017 prior to maturity. In March 2016,~~February 2018 and the ~~Company repaid its $261.4~~$300.0 million principal amount outstanding of ~~5.875% senior unsecured notes at maturity using available cash. In addition,~~ the ~~Company issued $275.0 million principal amount of 6.50%~~4.875% senior unsecured notes due July ~~2021. Proceeds from~~2018. In addition, the ~~offering were primarily used~~initial purchasers of the 3.125% Convertible Notes exercised their option to ~~repay in full the $265.0~~purchase an additional $37.5 million aggregate principal amount of ~~senior unsecured notes due July 2016 and repay $5.0 million of~~ the 2015 Secured Revolving Credit Facility. During the three and six months ended June 30, 2017, repayments of unsecured notes prior to maturity resulted in losses on early extinguishment of debt of $3.1 million. During the three and six months ended June 30, 2016, repayments of unsecured notes prior to maturity resulted in losses on early extinguishment of debt of $0.4 million. This amount is included in "Loss on early extinguishment of debt, net" in the Company's consolidated statements of operations.3.125% Convertible Notes.

In November 2016, in connection with the retirement of the Company's $200.0 million principal amount of 3.0% senior unsecured convertible notes due November 2016, the Company converted $9.6 million principal amount into 0.8 million shares of our common stock.

~~Encumbered/Unencumbered~~Collateral Assets—The carrying value of the Company's ~~encumbered and unencumbered~~ assets that are directly pledged or are held by subsidiaries whose equity is pledged as collateral to secure the Company's obligations under its secured debt facilities are as follows, by asset type ~~are as follows~~ ($ in thousands):


	As of								As of
	June 30, 2017				December 31, 2016				June 30, 2018				December 31, 2017
	Encumbered Assets		Unencumbered Assets		Encumbered Assets		Unencumbered Assets		Collateral Assets⁽¹⁾		Non-Collateral Assets		Collateral Assets⁽¹⁾		Non-Collateral Assets
Real estate, net	$	871,613	$	471,369	$	881,212	$	506,062	$	1,583,330	$	331,669	$	795,321	$	486,710
Real estate available and held for sale	—		68,045		—		237,531		—		37,597		20,069		48,519
Land and development, net	25,100		830,397		35,165		910,400		10,100		631,527		25,100		835,211
Loans receivable and other lending investments, net⁽²⁾⁽³⁾	137,722		943,592		172,581		1,142,050		523,425		528,812		194,529		1,021,340
Other investments	—		276,821		—		214,406		—		293,017		—		321,241
Cash and other assets	—		1,200,845		—		590,299		—		1,418,055		—		898,252
Total	$	1,034,435	$	3,791,069	$	1,088,958	$	3,600,748	$	2,116,855	$	3,240,677	$	1,035,019	$	3,611,273

(1)

The 2016 Senior Term Loan and the 2015 Revolving Credit Facility are secured only by pledges of equity of certain of the Company's subsidiaries and not by pledges of the assets held by such subsidiaries. Such subsidiaries are subject to contractual restrictions under the terms of such credit facilities, including restrictions on incurring new debt (subject to certain exceptions). As of June 30, ~~2017~~ ~~and December 31, 2016,~~2018, Collateral Assets includes $423.6 million carrying value of assets held by entities pledged as collateral for the ~~amounts presented exclude general reserves for loan losses~~$325.0 million 2015 Revolving Credit Facility that is fully undrawn as of ~~$17.8 million and $23.3 million, respectively.~~

June 30, 2018.


(2)	As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the amounts presented exclude general reserves for loan losses of $14.1 million and $17.5 million, respectively.


(3)	As of June 30, 2018 and December 31, 2017, the amounts presented exclude loan participations of ~~$107.1~~$14.7 million and ~~$159.1~~$102.3 million, respectively.

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

Debt Covenants

The Company's outstanding unsecured debt securities contain corporate level covenants that include a covenant to maintain a ratio of unencumbered assets to unsecured indebtedness, as such terms are defined in the indentures governing the debt securities, of at least 1.2x and a covenant not to incur additional indebtedness (except for incurrences of permitted debt), if on a pro forma basis the Company's consolidated fixed charge coverage ratio, determined in accordance with the indentures governing the Company's debt securities, is 1.5x or lower. If any of the Company's covenants are breached and not cured within applicable cure periods, the breach could result in acceleration of its debt securities unless a waiver or modification is agreed upon with the requisite percentage of the bondholders. If the Company's ability to incur additional indebtedness under the fixed charge coverage ratio is limited, the Company is permitted to incur indebtedness for the purpose of refinancing existing indebtedness and for other permitted purposes under the indentures.

The Company's 2016 Senior ~~Secured Credit Facility~~Term Loan and the 2015 ~~Secured~~ Revolving Credit Facility contain certain covenants, including covenants relating to collateral coverage, ~~dividend payments,~~ restrictions on fundamental changes, transactions with affiliates, matters relating to the liens granted to the lenders and the delivery of information to the lenders. In particular, the 2016 Senior ~~Secured Credit Facility~~Term Loan requires the Company to maintain collateral coverage of at least 1.25x outstanding borrowings on the facility. The 2015 ~~Secured~~ Revolving Credit Facility is secured

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

by a borrowing base of assets and requires the Company to maintain both ~~collateral coverage~~borrowing base asset value of at least 1.5x outstanding borrowings on the facility and a consolidated ratio of cash flow to fixed charges of at least 1.5x. The 2015 ~~Secured~~ Revolving Credit Facility does not require that proceeds from the borrowing base be used to pay down outstanding borrowings provided the ~~collateral coverage~~borrowing base asset value remains at least 1.5x outstanding borrowings on the facility. To satisfy this covenant, the Company has the option to pay down outstanding borrowings or substitute assets in the borrowing base. In addition, for so long as the Company maintains its qualification as a REIT, the 2016 Senior Secured Credit Facility and the 2015 Secured Revolving Credit Facility permit the Company to distribute 100% of its REIT taxable income on an annual basis (prior to deducting certain cumulative net operating loss ("NOL") carryforwards). The Company may not pay common dividends if it ceases to qualify as a REIT. In June 2018, the Company amended the terms of the 2016 Senior Term Loan and the 2015 Revolving Credit Facility to include the ability to pay common dividends with no restrictions so long as the Company is not in default on any of its debt obligations.

The Company's 2016 Senior ~~Secured Credit Facility~~Term Loan and the 2015 ~~Secured~~ Revolving Credit Facility contain cross default provisions that would allow the lenders to declare an event of default and accelerate the Company's indebtedness to them if the Company fails to pay amounts due in respect of its other recourse indebtedness in excess of specified thresholds or if the lenders under such other indebtedness are otherwise permitted to accelerate such indebtedness for any reason. The indentures governing the Company's unsecured public debt securities permit the bondholders to declare an event of default and accelerate the Company's indebtedness to them if the Company's other recourse indebtedness in excess of specified thresholds is not paid at final maturity or if such indebtedness is accelerated.

Note 11—Commitments and Contingencies

Unfunded Commitments—The Company generally funds construction and development loans and build-outs of space in real estate assets over a period of time if and when the borrowers and tenants meet established milestones and other performance criteria. The Company refers to these arrangements as Performance-Based Commitments. In addition, the Company sometimes establishes a maximum amount of additional funding which it will make available to a borrower or tenant for an expansion or addition to a project if it approves of the expansion or addition in its sole discretion. The Company refers to these arrangements as Discretionary Fundings. Finally, the Company has committed to invest capital in several real estate funds and other ventures. These arrangements are referred to as Strategic Investments.

As of June 30, ~~2017~~2018, the maximum amount of fundings the Company may be required to make under each category, assuming all performance hurdles and milestones are met under the Performance-Based Commitments ~~that it approves all Discretionary Fundings~~ and that 100% of its capital committed to Strategic Investments is drawn down, are as follows ($ in thousands):

Loans and Other Lending Investments⁽¹⁾
Real Estate
Other
Investments
Total
Performance-Based Commitments $ 313,615
$ 7,886
$ 21,420
$ 342,921
Strategic Investments —
—
45,634
45,634
Total⁽²⁾
$ 313,615
$ 7,886
$ 67,054
$ 388,555

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~



	Loans and Other Lending Investments⁽¹⁾		Real Estate		Other Investments		Total
Performance-Based Commitments	$	505,345	$	9,774	$	15,024	$	530,143
Strategic Investments	—		—		9,322		9,322
Total	$	505,345	$	9,774	$	24,346	$	539,465


(1)	Excludes ~~$130.3~~$35.1 million of commitments on loan participations sold that are not the obligation of the Company.


~~(2)~~	~~The Company did not have any Discretionary Fundings as of June 30, 2017.~~

Legal Proceedings—The Company and/or one or more of its subsidiaries is party to various pending litigation matters that are considered ordinary routine litigation incidental to the Company's business as a finance and investment company focused on the commercial real estate industry, including ~~loan foreclosure and~~ foreclosure-related proceedings. ~~In addition to such matters, the Company is a party to the following legal proceedings:~~

~~U.S. Home Corporation ("Lennar") v. Settlers Crossing, LLC, et al. (United States District Court for the District of Maryland, Civil Action No. DKC 08-1863)~~

This litigation involved a dispute over the purchase and sale of approximately 1,250 acres of land in Prince George’s County, Maryland. Following a trial, in January 2015, the United States District Court for the District of Maryland (the District Court) entered judgment in favor of the Company, finding that the Company was entitled to specific performance of the purchase and sale agreement and awarding the Company the aggregate amount of: (i) the remaining unpaid purchase price; plus (ii) simple interest on the unpaid amount at a rate of 12% annually from 2008; plus (iii) real estate taxes paid by the Company; plus (iv) actual and reasonable attorneys' fees and costs incurred by the Company in connection with the litigation. Lennar appealed the District Court's judgment. On April 12, 2017, the United States Court of Appeals for the Fourth Circuit affirmed the judgment of the District Court in its entirety. Lennar’s petition for rehearing ~~en banc~~ ~~was summarily denied.~~

On April 21, 2017, the Company and Lennar completed the transfer of the land, pursuant to which the Company conveyed the land to Lennar and received net proceeds of $234.1 million after payment of $3.3 million in documentary transfer taxes, consisting of $114.0 million of sales proceeds, $121.8 million of interest and $1.6 million of real estate tax reimbursements. The interest and real estate tax reimbursements are recorded in "Other income" in the Company's consolidated statements of operations. The amount of attorneys’ fees and costs to be recovered by the Company will be determined through further proceedings before the District Court. The Company has applied for attorney’s fees in excess of $17.0 million. A portion of the net proceeds received by the Company has been paid to the third party which holds a 4.3% participation interest in all proceeds received by the Company.

On a quarterly basis, the Company evaluates developments in legal proceedings that could require a liability to be accrued and/or disclosed. Based on its current knowledge, and after consultation with legal counsel, the Company believes it is not a party to, nor are any of its properties the subject of, any pending legal proceeding that would have a material adverse effect on the ~~Company's~~Company’s consolidated financial statements.

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Note 12—Derivatives

The Company's use of derivative financial instruments ~~is primarily~~has historically been limited to the utilization of interest rate swaps, interest rate caps and foreign exchange contracts. The principal objective of such financial instruments is to minimize the risks and/or costs associated with the Company's operating and financial structure and to manage its exposure to interest rates and foreign exchange rates. ~~Derivatives~~The Company may have derivatives that are not designated as hedges because they do not meet the strict hedge accounting requirements. Although not designated as hedges, such derivatives are ~~not speculative and are used~~entered into to manage the Company's exposure to interest rate movements, foreign exchange rate movements and other identified ~~risks, but may not meet the strict hedge accounting requirements.~~risks.

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets ($ in thousands)⁽¹⁾:



	Derivative Assets as of			Derivative Liabilities as of
	June 30, 2018			June 30, 2018
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives Designated in Hedging Relationships
Interest rate swaps	Other assets	$	8,120	Other liabilities	$	(1,150	)
Total		$	8,120		$	(1,150	)

Derivative Assets as of Derivative Liabilities as of
June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016

Balance Sheet
Location

Fair
Value

Balance Sheet
Location

Fair
Value

Balance Sheet
Location

Fair
Value

Balance Sheet
Location

Fair
Value
Derivatives Designated in Hedging Relationships
Foreign exchange contracts N/A $ —
N/A $ —
Other Liabilities $ 71
Other Liabilities $ 8
Interest rate swaps Other assets 45
N/A —
N/A —
Other Liabilities 39
Total $ 45
$ —
$ 71
$ 47

Derivatives not Designated in Hedging Relationships
Foreign exchange contracts N/A $ —
Other Assets $ 702
Other Liabilities $ 680
N/A $ —
Interest rate cap Other Assets 30
Other Assets 25
N/A —
N/A —
Total $ 30
$ 727
$ 680
$ —

(1)

The Company did not directly own any derivative financial instruments as of December 31, 2017. On June 30, 2018, the Company consolidated the Net Lease Venture (refer to Note 7), including all derivative financial instruments of the venture. Over the next 12 months, the Company expects that $0.4 million related to cash flow hedges will be reclassified from "Accumulated other comprehensive income (loss)" as a reduction to interest expense. As of June 30, 2018, the Company would not have been required to post any additional collateral to settle these contracts had the Company been declared in default on its derivative obligations.

2425

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

The tables below present the effect of the Company's derivative financial instruments, including the Company's share of derivative financial instruments at certain of its equity method investments, in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) ($ in thousands):


Derivatives Designated in Hedging Relationships		Location of Gain (Loss) Recognized in Income	Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Effective Portion)		Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings (Effective Portion)		Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings (Ineffective Portion)		Location of Gain (Loss) Recognized in Income	Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income			Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings
For the Three Months Ended June 30, 2018								For the Three Months Ended June 30, 2018
Interest rate swaps									Earnings from equity method investments	$	1,157		$	81
Interest rate swaps									Interest expense	(1,150		)	—

For the Three Months Ended June 30, 2017	For the Three Months Ended June 30, 2017							For the Three Months Ended June 30, 2017
Interest rate swaps		Interest Expense	(44	)	384		N/A		Interest Expense	(44		)	384
Interest rate cap		Earnings from equity method investments	(9	)	(9	)	N/A		Earnings from equity method investments	(9		)	(9		)
Interest rate swap		Earnings from equity method investments	(93	)	(62	)	N/A		Earnings from equity method investments	(93		)	(62		)
Foreign exchange contracts		Earnings from equity method investments	(70	)	—		N/A		Earnings from equity method investments	(70		)	—
For the Three Months Ended June 30, 2016

For the Six Months Ended June 30, 2018								For the Six Months Ended June 30, 2018
Interest rate swaps		Interest Expense	(192	)	(23	)	N/A		Earnings from equity method investments	3,508			90
Interest rate swap		Earnings from equity method investments	(165	)	(95	)	N/A
Foreign exchange contracts		Earnings from equity method investments	38		—		N/A
Interest rate swaps									Interest expense	(1,150		)	—

For the Six Months Ended June 30, 2017	For the Six Months Ended June 30, 2017							For the Six Months Ended June 30, 2017
Interest rate swaps		Interest Expense	424		355		N/A		Interest Expense	424			355
Interest rate cap		Earnings from equity method investments	(14	)	(14	)	N/A		Earnings from equity method investments	(14		)	(14		)
Interest rate swap		Earnings from equity method investments	(15	)	(150	)	N/A		Earnings from equity method investments	(15		)	(150		)
Foreign exchange contracts		Earnings from equity method investments	(369	)	—		N/A		Earnings from equity method investments	(369		)	—

For the Six Months Ended June 30, 2016
Interest rate cap		Interest Expense	—		(185	)	N/A
Interest rate cap		Earnings from equity method investments	(1	)	—		N/A
Interest rate swaps		Interest Expense	(694	)	2		N/A
Interest rate swap		Earnings from equity method investments	(624	)	(192	)	N/A
Foreign exchange contracts		Earnings from equity method investments	(49	)	—		N/A

Amount of Gain (Loss)
Recognized in Income

Location of Gain
(Loss) Recognized in
Income
For the Three Months Ended June 30, For the Six Months
Ended June 30,
Derivatives not Designated in Hedging Relationships 2017 2016 2017 2016
Interest rate cap Other Expense $ (41 ) $ (252 ) $ 6
$ (1,055 )
Foreign exchange contracts Other Expense (645 ) 523
(769 ) 341

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

~~Foreign Exchange Contracts~~—The Company is exposed to fluctuations in foreign exchange rates on investments it holds in foreign entities. The Company uses foreign exchange contracts to hedge its exposure to changes in foreign exchange rates on its foreign investments. Foreign exchange contracts involve fixing the U.S. dollar ("USD") to the respective foreign currency exchange rate for delivery of a specified amount of foreign currency on a specified date. The foreign exchange contracts are typically cash settled in USD for their fair value at or close to their settlement date.

For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in Accumulated Other Comprehensive Income as part of the cumulative translation adjustment. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of Accumulated Other Comprehensive Income into earnings when the hedged foreign entity is either sold or substantially liquidated. As of ~~June 30, 2017, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations that were designated ($ and Rs in thousands):~~

Derivative Type
Notional
Amount

Notional
(USD Equivalent)
Maturity
Sells Indian rupee ("INR")/Buys USD Forward ₨ 350,000
$ 5,344
July 2017

For derivatives not designated as net investment hedges, the changes in the fair value of the derivatives are reported in the Company's consolidated statements of operations within "Other Expense." As of June 30, 2017, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations that were not designated ($, €, and £ in thousands):

Derivative Type
Notional
Amount

Notional
(USD Equivalent)
Maturity
Sells euro ("EUR")/Buys USD Forward € 7,000
$ 7,496
July 2017
Sells pound sterling ("GBP")/Buys USD Forward £ 3,200
$ 3,988
July 2017

The Company marks its foreign investments each quarter based on current exchange rates and records the gain or loss through "Other expense" in its consolidated statements of operations for loan investments or "Accumulated other comprehensive income (loss)," on its consolidated balance sheets for net investments in foreign subsidiaries. The Company recorded net gains (losses) related to foreign investments of $0.1 million and $0.1 million during the three and six months ended June 30, 2017, respectively, and $(0.1) million during the three months ended June 30, 2016 in its consolidated statements of operations.

~~Interest Rate Hedges~~—For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivatives are reported in Accumulated Other Comprehensive Income (Loss). The ineffective portion of the change in fair value of the derivatives is recognized directly in the Company's consolidated statements of operations. As of June 30, 2017, the Company had the following outstanding interest rate swap that was used to hedge its variable rate debt that was designated as a cash flow hedge ($ in thousands):

Derivative Type
Notional
Amount
Variable Rate Fixed Rate Effective Date Maturity
Interest rate swap $ 26,116
LIBOR + 2.00% 3.47% October 2012 November 2019



	Location of Gain (Loss) Recognized in Income	Amount of Gain (Loss) Recognized in Income
Derivatives not Designated in Hedging Relationships		For the Three Months Ended June 30,					For the Six Months Ended June 30,
Derivatives not Designated in Hedging Relationships		2018		2017			2018		2017
Interest rate cap	Other Expense	$	—	$	(41	)	$	—	$	6
Foreign exchange contracts	Other Expense	—		(645		)	—		(769		)

During the six months ended June 30, 2017, the Company entered into and settled a rate lock swap in connection with the 2017 Secured Financing and a simultaneous rate lock swap with SAFE. As a result of the settlements, the Company initially recorded a $0.4 million unrealized gain in “Accumulated other comprehensive income” on the Company’s consolidated balance sheets and subsequently derecognized the gain when third parties acquired a controlling interest in the Company's GLGround Lease business (refer to Note 4).

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

For derivatives not designated as cash flow hedges, the changes in the fair value of the derivatives are reported in the Company's consolidated statements of operations within "Other Expense." As of June 30, 2017, the Company had the following outstanding interest rate cap that was used to hedge its variable rate debt that was not designated as a cash flow hedge ($ in thousands):

Derivative Type
Notional
Amount
Variable Rate Fixed Rate Effective Date Maturity
Interest rate cap $ 500,000
LIBOR 1.00% July 2014 July 2017

~~Over the next~~ ~~12 months, the Company expects that $0.1 million related to cash flow hedges will be reclassified from "Accumulated other comprehensive income (loss)" into earnings.~~

~~Credit Risk-Related Contingent Features~~—The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

The Company reports derivative instruments on a gross basis in the consolidated financial statements. In connection with its foreign currency derivatives which were in a liability position as of June 30, 2017 and December 31, 2016, the Company has posted collateral of $4.5 million and $0.4 million, respectively, and is included in "Deferred expenses and other assets, net" on the Company's consolidated balance sheets. The Company's net exposure under these contracts was zero as of June 30, 2017.

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Note 13—Equity

Preferred Stock—The Company had the following series of Cumulative Redeemable and Convertible Perpetual Preferred Stock outstanding as of June 30, ~~2017~~2018 and December 31, ~~2016:~~2017:


				Cumulative Preferential Cash Dividends⁽¹⁾⁽²⁾									Cumulative Preferential Cash Dividends⁽¹⁾⁽²⁾
Series	Shares Issued and Outstanding (in thousands)	Par Value		Liquidation Preference⁽³⁾⁽⁴⁾		Rate per Annum		Equivalent to Fixed Annual Rate (per share)		Shares Issued and Outstanding (in thousands)	Par Value		Liquidation Preference⁽³⁾⁽⁴⁾		Rate per Annum		Equivalent to Fixed Annual Rate (per share)		Carrying Value (in thousands)
D	4,000	$	0.001	$	25.00	8.00	%	$	2.00	4,000	$	0.001	$	25.00	8.00	%	$	2.00	$	89,041
E	5,600	0.001		25.00		7.875	%	1.97
F	4,000	0.001		25.00		7.80	%	1.95
G	3,200	0.001		25.00		7.65	%	1.91		3,200	0.001		25.00		7.65	%	1.91		72,664
I	5,000	0.001		25.00		7.50	%	1.88		5,000	0.001		25.00		7.50	%	1.88		120,785
J (convertible)	4,000	0.001		50.00		4.50	%	2.25
J (convertible)⁽⁴⁾										4,000	0.001		50.00		4.50	%	2.25		193,510
	25,800									16,200									$	476,000

(1)

Holders of shares of the Series D, ~~E, F,~~ G, I and J preferred stock are entitled to receive dividends, when and as declared by the Company's Board of Directors, out of funds legally available for the payment of dividends. Dividends are cumulative from the date of original issue and are payable quarterly in arrears on or before the 15th day of each March, June, September and December or, if not a business day, the next succeeding business day. Any dividend payable on the preferred stock for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as of the close of business on the first day of the calendar month in which the applicable dividend payment date falls or on another date designated by the Company's Board of Directors for the payment of dividends that is not more than 30 nor less than 10 days prior to the dividend payment date.

(2)

The Company declared and paid dividends of $4.0 million, ~~$5.5 million, $3.9 million,~~ $3.1 million and $4.7 million on its Series D, ~~E, F,~~ G and I Cumulative Redeemable Preferred Stock during the six months ended June 30, 2018 and 2017, ~~and 2016.~~respectively. The Company declared and paid dividends of $4.5 million on its Series J Convertible Perpetual Preferred Stock during the six months ended June 30, ~~2017~~2018 and ~~2016.~~2017. The Company declared and paid dividends of $5.5 million and $3.9 million on its Series E and F Cumulative Redeemable Preferred Stock, respectively, during the six months ended June 30, 2017. The Company redeemed all of its issued and outstanding Series E and F Cumulative Redeemable Preferred Stock in October 2017. The character of the ~~2016~~2017 dividends was ~~as follows: 47.30% was a~~100% capital gain distribution, of which ~~76.15% represents~~27.90% represented unrecaptured section 1250 gain and ~~23.85%~~72.10% represented long term capital ~~gain, and 52.70% was ordinary income.~~gain. There are no dividend arrearages on any of the preferred shares currently outstanding.


(3)	The Company may, at its option, redeem the Series ~~E, F,~~ G and I Preferred Stock, in whole or in part, at any time and from time to time, for cash at a redemption price equal to 100% of the liquidation preference of $25.00 per share, plus accrued and unpaid dividends, if any, to the redemption date.

(4)

Each share of the Series J Preferred Stock is convertible at the holder's option at any time, initially into 3.9087 shares of the Company's common stock (equal to an initial conversion price of approximately $12.79 per share), subject to specified adjustments. ~~The Company may not redeem the Series J Preferred Stock prior to March 15, 2018.~~ On or after March 15, 2018, the Company may, at its option, redeem the Series J Preferred Stock, in whole or in part, at any time and from time to time, for cash at a redemption price equal to 100% of the liquidation preference of $50.00 per share, plus accrued and unpaid dividends, if any, to the redemption date.

Dividends—To maintain its qualification as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate corporate federal income taxes payable by the REIT. The Company has recorded NOLs and may record NOLs in the future, which may reduce its taxable income in future periods and lower or eliminate entirely the Company's obligation to pay dividends for such periods in order to maintain its REIT qualification. As of December 31, ~~2015,~~2016, the Company had ~~$902.9~~$948.8 million of NOL carryforwards at the corporate REIT level that can generally be used to offset both ordinary taxable income and capital gain net income in future years. The NOL carryforwards will expire beginning in 2029 and through ~~2035~~2036 if unused. The Company estimates that the amount of NOL carryforwards as of December 31, ~~2016~~2017 will be approximately $588 million; however, the actual NOL carryforward as of December 31, 2017 will be determined upon ~~finalizing~~filing the Company's ~~2016~~2017 tax return. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and certain asset impairments), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows. The 2016 Senior ~~Secured Credit Facility~~Term Loan and the 2015 ~~Secured~~ Revolving Credit Facility permit the Company to ~~distribute~~ ~~100%~~ ~~of its REIT taxable income on an annual basis (prior to deducting certain cumulative NOL carryforwards), as~~pay common dividends with no restrictions so long as the Company ~~maintains~~is not in default on any of its ~~REIT qualification. The 2016 Senior Secured Credit Facility and 2015 Secured Revolving Credit Facility restrict the Company from paying any common dividends if it ceases to qualify as a REIT.~~debt obligations. The Company did not declare or pay any common stock dividends for the six months ended June 30, ~~2017~~2018 and ~~2016~~2017.

Stock Repurchase Program—~~In February 2016, after having substantially utilized~~The Company may repurchase shares in negotiated transactions or open market transactions, including through one or more trading plans. During the three months ended March 31, 2018, the Company repurchased 0.8 million shares of its outstanding common stock for $8.3 million, representing an average cost of $10.22 per share. No common stock was repurchased during the three months ended June 30, 2018. As of June 30, 2018, the Company had remaining ~~availability previously authorized, the Company's Board~~authorization to repurchase up to $41.7 million of ~~Directors authorized a new $50.0 million~~common stock under its stock repurchase program. ~~After having substantially utilized the availability authorized in February 2016, the Company's Board of Directors authorized an increase to the stock~~

2827

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

repurchase program to $50.0 million, effective August 4, 2016. The program authorizes the repurchase of common stock from time to time in open market and privately negotiated purchases, including pursuant to one or more trading plans. During the six months ended June 30, 2017, the Company did not repurchase any shares of common stock. During the six months ended June 30, 2016, the Company repurchased 9.5 million shares of its outstanding common stock for $91.8 million, at an average cost of $9.71 per share. As of June 30, 2017, the Company had remaining authorization to repurchase up to $50.0 million of common stock available to repurchase under its stock repurchase program.

Accumulated Other Comprehensive Income (Loss)—"Accumulated other comprehensive income (loss)" reflected in the Company's shareholders' equity is comprised of the following ($ in thousands):


	As of						As of
	June 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
Unrealized gains on available-for-sale securities	$	715		$	149		$	655		$	1,335
Unrealized gains on cash flow hedges	230			27			1,311			707
Unrealized losses on cumulative translation adjustment	(4,623		)	(4,394		)	(4,199		)	(4,524		)
Accumulated other comprehensive income (loss)	$	(3,678	)	$	(4,218	)	$	(2,233	)	$	(2,482	)

Note 14—Stock-Based Compensation Plans and Employee Benefits

Stock-Based Compensation—The Company recorded stock-based compensation expense, including the ~~effect of~~expense related to performance incentive plans (see below), of $3.5 million and $12.6 million for the three and six months ended June 30, 2018, respectively, and $3.9 million and $9.8 million for the three and six months ended June 30, 2017,~~, respectively, and $1.6 million and $6.2 million for the three and six months ended June 30, 2016,~~ respectively, in "General and administrative" in the Company's consolidated statements of operations. As of June 30, 2017, there was $2.5 million of total unrecognized compensation cost related to all unvested restricted stock units ("Units") that are expected to be recognized over a weighted average remaining vesting/service period of 1.8 years.

Performance Incentive Plans—The Company's Performance Incentive Plan ("iPIP") is designed to provide, primarily to senior executives and select professionals engaged in the Company's investment activities, long-term compensation which has a direct relationship to the realized returns on investments included in the plan. The fair value of points is determined using a model that forecasts the Company's projected investment performance. iPIP is a liability-classified award, which will be remeasured each reporting period at fair value until the awards are settled. The following is a summary of ~~granted~~the status of the Company’s iPIP ~~points.~~points and changes during the six months ended June 30, 2018 and the year ended December 31, 2017.

•~~In May 2014,~~



	Six Months Ended June 30, 2018						Year Ended December 31, 2017
	iPIP Investment Pool						iPIP Investment Pool
	2013-2014		2015-2016		2017-2018		2013-2014		2015-2016		2017-2018
Points at beginning of period	86.57		84.16		40.97		92.00		74.10		0
Granted	0.50		—		49.08		5.00		17.88		41.68
Forfeited	(0.15	)	(0.89	)	(4.56	)	(10.43	)	(7.82	)	(0.71	)
Points at end of period	86.92		83.27		85.49		86.57		84.16		40.97

During the six months ended June 30, 2018, the Company ~~granted 73 iPIP points in the~~made initial ~~2013-2014 investment pool.~~

~~In January 2015, the Company granted an additional 10 iPIP points~~distributions to participants in the 2013-2014 investment pool ~~and 34 iPIP points~~following a determination that, as of December 31, 2017, the Company had realized a return of all invested capital in the ~~2015-2016 investment pool.~~

~~In January 2016, the Company granted an additional 10 iPIP points~~assets included in the 2013-2014 investment pool, together with a return based on leverage and ~~an additional 40~~a preferred return hurdle of 9.0%. After the amount distributable to participants was reduced based on the Company's total shareholder return in accordance with the provisions of the iPIP, ~~points~~iPIP participants received total distributions in the ~~2015-2016 investment pool.~~

~~In June 2016,~~amount of $13.6 million as compensation, comprised of $6.8 million in cash and 595,869 shares of the ~~Company granted an additional~~ ~~2.5~~ ~~iPIP points in~~Company's common stock, with a fair value of $6.8 million or $11.41 per share, which are fully-vested and issued under the ~~2015-2016 investment pool.~~

~~In February 2017,~~2009 LTIP (see below). After deducting statutory minimum tax withholdings, a total of 328,074 shares of the ~~Company granted an additional~~ 5 ~~iPIP points in the 2013-2014 investment pool, an additional~~ 18 ~~iPIP points in the 2015-2016 investment pool, and 44 iPIP points in the 2017-2018 investment pool.~~

Company's common stock were issued. As of June 30, ~~2017, 7.0 iPIP points from the 2013-2014 investment pool, 7.9 iPIP points from the 2015-2016 investment pool and 3.8 iPIP points from the 2017-2018 investment pool were forfeited.~~

~~As of June 30, 2017~~2018 and December 31, ~~2016,~~2017, the Company had accrued compensation costs relating to iPIP of ~~$31.2~~$34.3 million and ~~$22.4~~$38.1 million, respectively, which are included in "Accounts payable, accrued expenses and other liabilities" on the Company's consolidated balance sheets.

Long-Term Incentive Plan—The Company's 2009 Long-Term Incentive Plan (the "2009 LTIP") is designed to provide incentive compensation for officers, key employees, directors and advisors of the Company. The 2009 LTIP provides for awards of stock options, shares of restricted stock, phantom shares, restricted stock units, dividend equivalent rights and other share-based

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

performance awards. All awards under the 2009 LTIP are made at the discretion of the Company's Board of Directors or a committee of the Board of Directors. The Company's shareholders approved the 2009 LTIP in 2009 and approved the performance-based provisions of the 2009 LTIP, as amended, in 2014.

As of June 30, ~~2017,~~2018, an aggregate of ~~3.3~~2.7 million shares remain available for issuance pursuant to future awards under the Company's 2009 LTIP.

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

Restricted Share Issuances—During the six months ended June 30, ~~2017,~~2018, the Company granted ~~97,967~~213,609 shares of common stock to certain employees under the 2009 LTIP as part of annual incentive awards that included a mix of cash and equity awards. The shares are fully-vested and ~~62,704~~135,503 shares were issued net of required, statutory minimum ~~required~~ tax withholdings. The employees are restricted from selling these shares for up to 18 months from the date of grant.

~~2017~~ Restricted Stock Unit Activity—~~During~~A summary of the ~~six months ended June 30, 2017, the Company granted new~~Company’s stock-based compensation awards to certain employees in the form of long-term incentive awards ~~comprised of~~for the ~~following:~~

~~115,571 service-based Units granted on February 22, 2017, representing~~six months ended June 30, 2018 and the right to receive an equivalent number of shares of the Company's common stock (after deducting shares for minimum required statutory withholdings) if and when the Units vest. The Units will cliff vest in one installment onyear ended December 31, ~~2019, if the employee remains employed by the Company on the vesting date, subject to certain accelerated vesting rights. Dividends will accrue~~2017, are as and when dividends are declared by the Company on shares of its common stock, but will not be paid unless and until the Units vest and are settled. As of June 30, 2017, 111,642 of such service-based Units were outstanding.follows (in thousands):



	Six Months Ended June 30, 2018		Year Ended December 31, 2017
Nonvested at beginning of period	282		290
Granted	264		116
Vested	(40	)	(75	)
Forfeited	(49	)	(49	)
Nonvested at end of period	457		282

As of June 30, ~~2017, the Company had the following additional stock-based~~2018, there was $2.9 million of total unrecognized compensation ~~awards outstanding:~~

~~60,000 service-based Units granted on June 15, 2016, representing the right~~cost related to ~~receive an equivalent number of shares of the Company's common~~all unvested restricted stock (after deducting shares for minimum required statutory withholdings) if and when the Units vest. The Units will vest in equal annual installments over four years on each anniversary of the grant date, if the employee remains employed by the Company on the vesting date, subjectunits that are expected to certain accelerated vesting rights. Upon vesting of these Units, the holder will receive shares of the Company's common stock in the amount of the vested Units, net of statutory minimum required tax withholdings. Dividends will accrue as and when dividends are declared by the Company on shares of its common stock, but will not be ~~paid unless and until the Units vest and are settled.~~

~~104,026~~ service-based Units granted on January 29, 2016, representing the right to receive an equivalent number of shares of the Company's common stock (after deducting shares for minimum required statutory withholdings) if and when the Units vest. The Units will cliff vest in one installment on December 31, 2018, if the employee remains employed by the Company on the vesting date, subject to certain accelerated vesting rights. Dividends will accrue as and when dividends are declared by the Company on shares of its common stock, but will not be paid unless and until the Units vest and are settled.

37,514 target amount of performance-based Units granted on January 30, 2015, representing the right to receive an equivalent number of shares of the Company's common stock (after deducting shares for minimum required statutory withholdings) if and when the Units vest. The performance is based on the Company's TSR, measuredrecognized over a ~~performance~~weighted average remaining vesting/service period ~~ending on December 31, 2017, which is the date the awards cliff vest. Vesting will range from 0% to 200%~~ of the target amount of the awards, depending on the Company’s TSR performance relative to the NAREIT All REITs Index (one-half of the target amount of the award) and the Russell 2000 Index (one-half of the target amount of the award) during the performance period. The Company, as well as any companies not included in each index at the beginning and end of the performance period, are excluded from calculation of the performance of such index. To the extent Units vest based on the Company's TSR performance, holders will receive an equivalent number of shares of common stock (after deducting shares for minimum required statutory withholdings), if the employee remains employed by the Company on the vesting date, subject to certain accelerated vesting rights. Dividends will accrue as and when dividends are declared by the Company on shares of its common stock, but will not be paid unless and until the Units vest and are settled. The fair values of the performance-based Units were determined by utilizing a Monte Carlo model to simulate a range of possible future stock prices for the Company's common stock. The assumptions used to estimate the fair value of these performance-based awards were 0.75% for risk-free interest rate and 28.14% for expected stock price volatility.

54,201 service-based Units granted on January 30, 2015, representing the right to receive an equivalent number of shares of the Company's common stock (after deducting shares for minimum required statutory withholdings) if and when the

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

Units vest. The Units will cliff vest in one installment on December 31, 2017, if the employee remains employed by the Company on the vesting date, subject to certain accelerated vesting rights. Dividends will accrue as and when dividends are declared by the Company on shares of its common stock, but will not be paid unless and until the Units vest and are settled.

4,751 service-based Units granted on various dates, representing the right to receive an equivalent number of shares of the Company's common stock (after deducting shares for minimum required statutory withholdings) if and when the Units vest. The Units have an original vesting term of three2.0 years. Upon vesting of these Units, holders will receive shares of the Company's common stock in the amount of the vested Units, net of statutory minimum required tax withholdings. Dividends will accrue as and when dividends are declared by the Company on shares of its common stock, but will not be paid unless and until the Units vest and are settled.

Directors' Awards—During the six months ended June 30, ~~2017,~~2018, the Company awarded to non-employee Directors ~~56,817~~67,631 restricted shares of common stock at a fair value ~~per share~~ of ~~$11.86~~$10.65 at the time of grant. The restricted shares have a vesting term of one year. As of June 30, ~~2017,~~2018, a combined total of ~~317,664~~236,996 CSEs and restricted shares of common stock granted to members of the Company's Board of Directors remained outstanding under the Company's Non-Employee Directors Deferral Plan, with an aggregate intrinsic value of ~~$3.8~~$2.6 million.

401(k) Plan—The Company made ~~gross~~ contributions of $0.1 million and $0.8 million for the three and six months ended June 30, ~~2017~~2018, respectively, and ~~$0.2~~$0.1 million and $0.8 million for the three and six months ended June 30, ~~2016,~~2017, respectively.

Note 15—Earnings Per Share

Earnings per share ("EPS") is calculated using the two-class method, which allocates earnings among common stock and participating securities to calculate EPS when an entity's capital structure includes either two or more classes of common stock or common stock and participating securities.

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

The following table presents a reconciliation of income (loss) from continuing operations used in the basic and diluted ~~EPS~~earnings per share ("EPS") calculations ($ in thousands, except for per share data):

For the Three Months Ended June 30, For the Six Months Ended June 30,
2017 2016 2017 2016
Income (loss) from continuing operations $ 76,117
$ 12,670
$ 47,869
$ (10,670 )
Income from sales of real estate 844
43,484
8,954
53,943
Net (income) loss attributable to noncontrolling interests (5,710 ) (8,825 ) (4,610 ) (7,883 )
Preferred dividends (12,830 ) (12,830 ) (25,660 ) (25,660 )
Income from continuing operations attributable to iStar Inc. and allocable to common shareholders and Participating Security Holders for basic earnings per common share⁽¹⁾
$ 58,421
$ 34,499
$ 26,553
$ 9,730
Add: Effect of joint venture shares 5
3
9
2
Add: Effect of 1.50% senior convertible unsecured notes —
1,140
—
—
Add: Effect of 3.00% senior convertible unsecured notes —
1,782
—
—
Add: Effect of Series J convertible perpetual preferred stock 2,250
2,250
4,500
—
Income from continuing operations attributable to iStar Inc. and allocable to common shareholders and Participating Security Holders for diluted earnings per common share⁽¹⁾
$ 60,676
$ 39,674
$ 31,062
$ 9,732


~~(1)~~	For the three months ended June 30, 2016, includes income from continuing operations allocable to Participating Security Holders of $20 and $14 on a basic and dilutive basis. For the six months ended June 30, 2016, includes income from continuing operations allocable to Participating Security Holders of $11 on a basic and dilutive basis.



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017
Income from continuing operations	$	3,611		$	76,117		$	21,589		$	47,869
Income from sales of real estate	56,895			844			73,943			8,954
Net income attributable to noncontrolling interests	(9,509		)	(5,710		)	(9,604		)	(4,610		)
Preferred dividends	(8,124		)	(12,830		)	(16,248		)	(25,660		)
Income from continuing operations attributable to iStar Inc. and allocable to common shareholders for basic earnings per common share	$	42,873		$	58,421		$	69,680		$	26,553
Add: Effect of joint venture shares	—			5			—			9
Add: Effect of Series J convertible perpetual preferred stock	2,250			2,250			4,500			4,500
Income from continuing operations attributable to iStar Inc. and allocable to common shareholders for diluted earnings per common share	$	45,123		$	60,676		$	74,180		$	31,062

3229

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)


	For the Three Months Ended June 30,					For the Six Months Ended June 30,					For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2017			2016		2017			2016		2018		2017			2018		2017
Earnings allocable to common shares:
Numerator for basic earnings per share:
Income from continuing operations attributable to iStar Inc. and allocable to common shareholders	$	58,421		$	34,481	$	26,553		$	9,724	$	42,873	$	58,421		$	69,680	$	26,553
Income from discontinued operations	173			3,631		4,939			7,209		—		173			—		4,939
Gain from discontinued operations	123,418			—		123,418			—		—		123,418			—		123,418
Income tax expense from discontinued operations	(4,545		)	—		(4,545		)	—		—		(4,545		)	—		(4,545		)
Net income attributable to iStar Inc. and allocable to common shareholders	$	177,467		$	38,112	$	150,365		$	16,933	$	42,873	$	177,467		$	69,680	$	150,365

Numerator for diluted earnings per share:
Income from continuing operations attributable to iStar Inc. and allocable to common shareholders	$	60,676		$	39,661	$	31,062		$	9,726	$	45,123	$	60,676		$	74,180	$	31,062
Income from discontinued operations	173			3,632		4,939			7,209		—		173			—		4,939
Gain from discontinued operations	123,418			—		123,418			—		—		123,418			—		123,418
Income tax expense from discontinued operations	(4,545		)	—		(4,545		)	—		—		(4,545		)	—		(4,545		)
Net income attributable to iStar Inc. and allocable to common shareholders	$	179,722		$	43,293	$	154,874		$	16,935	$	45,123	$	179,722		$	74,180	$	154,874

Denominator for basic and diluted earnings per share:
Weighted average common shares outstanding for basic earnings per common share	72,142			73,984		72,104			75,522		67,932		72,142			67,922		72,104
Add: Effect of assumed shares issued under treasury stock method for restricted stock units	120			34		119			52		127		120			125		119
Add: Effect of joint venture shares	298			298		298			298		—		298			—		298
Add: Effect of 1.50% senior convertible unsecured notes	—			11,567		—			—
Add: Effect of 3.00% senior convertible unsecured notes	—			16,992		—			—
Add: Effect of series J convertible perpetual preferred stock	15,635			15,635		15,635			—		15,635		15,635			15,635		15,635
Weighted average common shares outstanding for diluted earnings per common share	88,195			118,510		88,156			75,872		83,694		88,195			83,682		88,156

Basic earnings per common share:
Income from continuing operations attributable to iStar Inc. and allocable to common shareholders	$	0.81		$	0.47	$	0.37		$	0.13	$	0.63	$	0.81		$	1.03	$	0.37
Income from discontinued operations	—			0.05		0.07			0.09		—		—			—		0.07
Gain from discontinued operations	1.71			—		1.71			—		—		1.71			—		1.71
Income tax expense from discontinued operations	(0.06		)	—		(0.06		)	—		—		(0.06		)	—		(0.06		)
Net income attributable to iStar Inc. and allocable to common shareholders	$	2.46		$	0.52	$	2.09		$	0.22	$	0.63	$	2.46		$	1.03	$	2.09





Diluted earnings per common share:
Income from continuing operations attributable to iStar Inc. and allocable to common shareholders											$	0.54	$	0.69		$	0.89	$	0.35
Income from discontinued operations											—		—			—		0.06
Gain from discontinued operations											—		1.40			—		1.40
Income tax expense from discontinued operations											—		(0.05		)	—		(0.05		)

3330

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

For the Three Months Ended June 30, For the Six Months Ended June 30,
2017 2016 2017 2016
Diluted earnings per common share:
Income from continuing operations attributable to iStar Inc. and allocable to common shareholders $ 0.69
$ 0.34
$ 0.35
$ 0.13
Income from discontinued operations —
0.03
0.06
0.09
Gain from discontinued operations 1.40
—
1.40
—
Income tax expense from discontinued operations (0.05 ) —
(0.05 ) —
Net income attributable to iStar Inc. and allocable to common shareholders $ 2.04
$ 0.37
$ 1.76
$ 0.22



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2018		2017		2018		2017
Net income attributable to iStar Inc. and allocable to common shareholders	$	0.54	$	2.04	$	0.89	$	1.76

~~The following shares were not included in the diluted EPS calculation because they were anti-dilutive (in thousands):~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
2017 2016 2017 2016
3.00% convertible senior unsecured notes —
—
—
16,992
Series J convertible perpetual preferred stock —
—
—
15,635
1.50% convertible senior unsecured notes —
—
—
11,567
Joint venture shares —
—
—
—


~~(1)~~	~~For the three and six months ended June 30, 2017, the effect of 5 and 20 unvested time and performance-based Units were anti-dilutive, respectively.~~


~~(2)~~	~~For the three and six months ended June 30, 2016, the effect of 54 and 103 unvested time and performance-based Units were anti-dilutive, respectively.~~

Note 16—Fair Values

Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy prioritizes the inputs to be used in valuation techniques to measure fair value:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Certain of the Company's assets and liabilities are recorded at fair value either on a recurring or non-recurring basis. Assets required to be marked-to-market and reported at fair value every reporting period are classified as being valued on a recurring basis. Assets not required to be recorded at fair value every period may be recorded at fair value if a specific provision or other impairment is recorded within the period to mark the carrying value of the asset to market as of the reporting date. Such assets are classified as being valued on a non-recurring basis.

3431

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

The following fair value hierarchy table summarizes the Company's assets and liabilities recorded at fair value on a recurring and non-recurring basis by the above categories ($ in thousands):


			Fair Value Using								Fair Value Using
	Total		Quoted market prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total		Quoted market prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
As of June 30, 2017
As of June 30, 2018
Recurring basis:
Derivative assets⁽¹⁾	$	75	$	—	$	75	$	—	$	8,120	$	—	$	8,120	$	—
Derivative liabilities⁽¹⁾	751		—		751		—		1,150		—		1,150		—
Available-for-sale securities⁽¹⁾	22,222		—		—		22,222		21,840		$	—	$	—	21,840
Non-recurring basis:
Impaired land and development⁽²⁾	7,400		—		—		7,400
Impaired real estate⁽²⁾									5,632		—		—		5,632
Impaired land and development⁽³⁾									8,873		—		—		8,873
Debt security⁽⁴⁾									77,007		—		—		77,007

As of December 31, 2016
As of December 31, 2017
Recurring basis:
Derivative assets⁽¹⁾	$	727	$	—	$	727	$	—
Derivative liabilities⁽¹⁾	47		—		47		—
Available-for-sale securities⁽¹⁾	21,666		—		—		21,666		$	22,842	$	—	$	—	$	22,842
Non-recurring basis:
Impaired loans⁽³⁾	7,200		—		—		7,200
Impaired real estate⁽⁴⁾	3,063		—		—		3,063
Impaired real estate⁽⁵⁾									12,400		—		—		12,400
Impaired real estate available and held for sale⁽⁶⁾									800		—		—		800
Impaired land and development⁽⁷⁾									21,400		—		—		21,400


(1)	The fair value of the Company's derivatives are based upon widely accepted valuation techniques utilized by a third-party specialist using observable inputs such as interest rates and contractual cash flow and are classified as Level 2. The fair value of the Company's available-for-sale securities are based upon unadjusted third-party broker quotes and are classified as Level 3.


(2)	The Company recorded an impairment on ~~one land and development~~a net lease asset with a fair value of ~~$7.4~~$5.6 million ~~based on~~due to the exercise of a ~~discount rate of 15% using discounted cash flows over~~below-market lease renewal option related to a ~~two year sellout period.~~net lease asset.


(3)	The Company recorded an impairment on a ~~provision for loan losses on one loan~~land and development asset with a fair value of ~~$5.2~~$8.9 million ~~using an appraisal~~ based on market comparable sales. ~~In addition, the Company recorded a recovery of loan losses on one loan with a fair value of $2.0 million based on proceeds to be received.~~


(4)	In connection with the resolution of a non-performing loan, the Company received a preferred equity position with a face value of $100.0 million that is mandatorily redeemable in five years. The Company recorded the preferred equity position at its fair value of $77.0 million based on a discount rate of 7.375%.


(5)	The Company recorded an impairment on ~~one~~a real estate asset with a fair value of ~~$3.1~~$12.4 million based on market comparable sales.


(6)	The Company recorded an impairment on a residential real estate asset available and held for sale based on market comparable sales.


(7)	The Company recorded an impairment on a land and development asset with a fair value of $21.4 million based on a discount rate of ~~11% using discounted cash flows over~~6% and a ~~two~~10 year ~~sellout~~holding period.

The following table summarizes changes in Level 3 available-for-sale securities reported at fair value on the Company's consolidated balance sheets for the six months ended June 30, ~~2017~~2018 and ~~2016~~2017 ($ in thousands):


	2017			2016			2018			2017
Beginning balance	$	21,666		$	1,161		$	22,842		$	21,666
Purchases	—			4,366
Repayments	(10		)	(10		)	(46		)	(10		)
Unrealized gains recorded in other comprehensive income	566			464
Unrealized gains (losses) recorded in other comprehensive income							(956		)	566
Ending balance	$	22,222		$	5,981		$	21,840		$	22,222

Fair values of financial instruments—The Company's estimated fair values of its loans receivable and other lending investments and outstanding debt was ~~$1.2~~$1.1 billion and ~~$3.6~~$3.9 billion, respectively, as of June 30, ~~2017~~2018 and ~~$1.5~~$1.3 billion and ~~$3.6~~$3.7 billion, respectively, as of December 31, ~~2016.~~2017. The Company determined that the significant inputs used to value its loans receivable and other lending investments and debt obligations fall within Level 3 of the fair value hierarchy. The carrying value of other

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)

financial instruments including cash and cash equivalents, restricted cash, accrued interest receivable and accounts payable, approximate the fair values of the instruments. Cash and cash equivalents and restricted cash values are considered Level 1 on the

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

fair value hierarchy. The fair value of other financial instruments, including derivative assets and liabilities, ~~are~~is included in the fair value hierarchy table above.

Note 17—Segment Reporting

The Company has determined that it has four reportable segments based on how management reviews and manages its business. These reportable segments include: Real Estate Finance, Net Lease, Operating Properties and Land and Development. The Real Estate Finance segment includes all of the Company's activities related to senior and mezzanine real estate loans and real estate related securities. The Net Lease segment includes the Company's activities and operations related to the ownership of properties generally leased to single corporate tenants. The Operating Properties segment includes the Company's activities and operations related to its commercial and residential properties. The Land and Development segment includes the Company's activities related to its developable land portfolio.

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

The Company evaluates performance based on the following financial measures for each segment. The Company's segment information is as follows ($ in thousands):


	Real Estate Finance			Net Lease			Operating Properties			Land and Development			Corporate/Other⁽¹⁾			Company Total			Real Estate Finance			Net Lease			Operating Properties			Land and Development			Corporate/Other⁽¹⁾			Company Total
Three Months Ended June 30, 2017:
Three Months Ended June 30, 2018:																			Three Months Ended June 30, 2018:
Operating lease income	$	—		$	30,852		$	15,940		$	210		$	—		$	47,002		$	—		$	29,310		$	15,199		$	100		$	—		$	44,609
Interest income	28,645			—			—			—			—			28,645			25,212			—			—			—			—			25,212
Other income	479			550			13,333			123,871			1,277			139,510			3,133			698			13,351			1,313			2,328			20,823
Land development revenue	—			—			—			132,710			—			132,710			—			—			—			80,927			—			80,927
Earnings from equity method investments	—			1,080			469			3,606			360			5,515
Income from discontinued operations	—			173			—			—			—			173
Gain from discontinued operations	—			123,418			—			—			—			123,418
Income from sales of real estate	—			—			844			—			—			844
Total revenue and other earnings	29,124			156,073			30,586			260,397			1,637			477,817
Real estate expense	—			(4,064		)	(22,653		)	(7,967		)	—			(34,684		)
Land development cost of sales	—			—			—			(122,466		)	—			(122,466		)
Other expense	(399		)	—			—			—			(15,877		)	(16,276		)
Allocated interest expense	(10,508		)	(13,669		)	(5,006		)	(7,122		)	(12,502		)	(48,807		)
Allocated general and administrative⁽²⁾	(4,691		)	(5,921		)	(2,364		)	(5,004		)	(5,323		)	(23,303		)
Segment profit (loss)⁽³⁾	$	13,526		$	132,419		$	563		$	117,838		$	(32,065	)	$	232,281
Other significant items:
Recovery of loan losses	$	(600	)	$	—		$	—		$	—		$	—		$	(600	)
Impairment of assets	—			219			—			10,065			—			10,284
Depreciation and amortization	—			7,400			4,923			521			327			13,171
Capitalized expenditures	—			917			8,355			30,286			—			39,558

Three Months Ended June 30, 2016:
Operating lease income	$	—		$	32,042		$	17,828		$	105		$	—		$	49,975
Interest income	34,400			—			—			—			—			34,400
Other income	323			432			7,213			1,167			961			10,096
Land development revenue	—			—			—			27,888			—			27,888
Earnings from equity method investments	—			944			31,076			2,688			4,739			39,447
Income from discontinued operations	—			3,633			—			—			—			3,633
Earnings (losses) from equity method investments																			—			2,694			(1,316		)	1,023			(9,679		)	(7,278		)
Gain on consolidation of equity method investment																			—			67,877			—			—			—			67,877
Income from sales of real estate	—			4,338			39,146			—			—			43,484			—			24,493			32,402			—			—			56,895
Total revenue and other earnings	34,723			41,389			95,263			31,848			5,700			208,923			28,345			125,072			59,636			83,363			(7,351		)	289,065
Real estate expense	—			(4,618		)	(20,796		)	(9,914		)	—			(35,328		)	—			(3,433		)	(23,818		)	(9,792		)	—			(37,043		)
Land development cost of sales	—			—			—			(17,262		)	—			(17,262		)	—			—			—			(83,361		)	—			(83,361		)
Other expense	(925		)	—			—			—			(2,257		)	(3,182		)	(290		)	—			—			—			(3,426		)	(3,716		)
Allocated interest expense	(14,631		)	(16,464		)	(5,849		)	(8,668		)	(10,435		)	(56,047		)	(10,648		)	(13,591		)	(4,578		)	(5,308		)	(9,047		)	(43,172		)
Allocated general and administrative⁽²⁾	(3,786		)	(4,313		)	(1,638		)	(3,327		)	(4,968		)	(18,032		)	(3,852		)	(4,853		)	(1,975		)	(3,747		)	(5,298		)	(19,725		)
Segment profit (loss)⁽³⁾	$	15,381		$	15,994		$	66,980		$	(7,323	)	$	(11,960	)	$	79,072		$	13,555		$	103,195		$	29,265		$	(18,845	)	$	(25,122	)	$	102,048
Other significant items:
Provision for loan losses	$	700		$	—		$	—		$	—		$	—		$	700		$	18,892		$	—		$	—		$	—		$	—		$	18,892
Impairment of assets	—			—			3,012			—			—			3,012			—			4,342			446			1,300			—			6,088
Depreciation and amortization	—			7,977			5,022			400			274			13,673			—			6,341			3,738			318			370			10,767
Capitalized expenditures	—			1,625			12,446			32,006			—			46,077			—			720			4,623			42,603			—			47,946

Three Months Ended June 30, 2017:																			Three Months Ended June 30, 2017:
Operating lease income																			$	—		$	30,852		$	15,940		$	210		$	—		$	47,002
Interest income																			28,645			—			—			—			—			28,645
Other income																			479			550			13,333			123,871			1,277			139,510
Land development revenue																			—			—			—			132,710			—			132,710
Earnings from equity method investments																			—			1,080			469			3,606			360			5,515
Income from discontinued operations																			—			173			—			—			—			173
Gain from discontinued operations																			—			123,418			—			—			—			123,418
Income from sales of real estate																			—			—			844			—			—			844

3733

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)


	Real Estate Finance			Net Lease			Operating Properties			Land and Development			Corporate/Other⁽¹⁾			Company Total			Real Estate Finance			Net Lease			Operating Properties			Land and Development			Corporate/Other⁽¹⁾			Company Total
Six Months Ended June 30, 2017:
Operating lease income	$	—		$	62,104		$	31,929		$	316		$	—		$	94,349
Interest income	57,703			—			—			—			—			57,703
Other income	556			1,056			23,688			124,256			1,818			151,374
Land development revenue	—			—			—			152,760			—			152,760
Earnings from equity method investments	—			2,062			1,101			7,448			606			11,217
Income from discontinued operations	—			4,939			—			—			—			4,939
Gain from discontinued operations	—			123,418			—			—			—			123,418
Income from sales of real estate	—			6,212			2,742			—			—			8,954
Total revenue and other earnings	58,259			199,791			59,460			284,780			2,424			604,714			29,124			156,073			30,586			260,397			1,637			477,817
Real estate expense	—			(8,640		)	(44,171		)	(17,463		)	—			(70,274		)	—			(4,064		)	(22,653		)	(7,967		)	—			(34,684		)
Land development cost of sales	—			—			—			(138,376		)	—			(138,376		)	—			—			—			(122,466		)	—			(122,466		)
Other expense	(1,004		)	—			—			—			(17,141		)	(18,145		)	(399		)	—			—			—			(15,877		)	(16,276		)
Allocated interest expense	(22,396		)	(29,404		)	(10,612		)	(15,240		)	(22,300		)	(99,952		)	(10,508		)	(13,669		)	(5,006		)	(7,122		)	(12,502		)	(48,807		)
Allocated general and administrative⁽²⁾	(8,287		)	(10,563		)	(4,119		)	(8,930		)	(10,697		)	(42,596		)	(4,691		)	(5,921		)	(2,364		)	(5,004		)	(5,323		)	(23,303		)
Segment profit (loss)⁽³⁾	$	26,572		$	151,184		$	558		$	104,771		$	(47,714	)	$	235,371		$	13,526		$	132,419		$	563		$	117,838		$	(32,065	)	$	232,281
Other significant non-cash items:
Other significant items:
Recovery of loan losses	$	(5,528	)	$	—		$	—		$	—		$	—		$	(5,528	)	$	(600	)	$	—		$	—		$	—		$	—		$	(600	)
Impairment of assets	—			219			4,413			10,064			—			14,696			—			219			—			10,065			—			10,284
Depreciation and amortization	—			15,039			8,962			791			659			25,451			—			7,400			4,923			521			327			13,171
Capitalized expenditures	—			1,687			16,566			56,879			—			75,132			—			917			8,355			30,286			—			39,558

Six Months Ended June 30, 2016:
Six Months Ended June 30, 2018																			Six Months Ended June 30, 2018
Operating lease income	$	—		$	63,350		$	36,909		$	211		$	—		$	100,470		$	—		$	59,036		$	31,016		$	355		$	—		$	90,407
Interest income	67,620			—			—			—			—			67,620			51,909			—			—			—			—			51,909
Other income	1,620			512			14,557			2,232			2,715			21,636			3,516			1,746			25,496			1,784			3,600			36,142
Land development revenue	—			—			—			42,835			—			42,835			—			—			—			357,356			—			357,356
Earnings from equity method investments	—			1,890			30,934			9,348			5,542			47,714
Income from discontinued operations	—			7,214			—			—			—			7,214
Earnings (losses) from equity method investments																			—			6,252			(2,591		)	2,566			(10,173		)	(3,946		)
Gain on consolidation of equity method investment																			—			67,877			—			—			—			67,877
Income from sales of real estate	—			9,267			44,676			—			—			53,943			—			24,907			49,036			—			—			73,943
Total revenue and other earnings	69,240			82,233			127,076			54,626			8,257			341,432			55,425			159,818			102,957			362,061			(6,573		)	673,688
Real estate expense	—			(9,065		)	(41,916		)	(18,591		)	—			(69,572		)	—			(7,411		)	(45,443		)	(20,370		)	—			(73,224		)
Land development cost of sales	—			—			—			(28,838		)	—			(28,838		)	—			—			—			(306,768		)	—			(306,768		)
Other expense	(839		)	—			—			—			(3,083		)	(3,922		)	(690		)	—			—			—			(4,192		)	(4,882		)
Allocated interest expense	(29,333		)	(32,700		)	(12,469		)	(17,027		)	(21,539		)	(113,068		)	(22,413		)	(27,792		)	(10,106		)	(11,781		)	(16,261		)	(88,353		)
Allocated general and administrative⁽²⁾	(7,617		)	(8,609		)	(3,508		)	(6,597		)	(10,226		)	(36,557		)	(7,821		)	(9,439		)	(4,018		)	(7,552		)	(10,618		)	(39,448		)
Segment profit (loss)⁽³⁾	$	31,451		$	31,859		$	69,183		$	(16,427	)	$	(26,591	)	$	89,475		$	24,501		$	115,176		$	43,390		$	15,590		$	(37,644	)	$	161,013
Other significant non-cash items:
Provision for loan losses	$	2,206		$	—		$	—		$	—		$	—		$	2,206		$	18,037		$	—		$	—		$	—		$	—		$	18,037
Impairment of assets	—			—			3,012			—			—			3,012			—			4,342			4,546			1,300			—			10,188
Depreciation and amortization	—			16,028			10,305			699			549			27,581			—			12,652			7,664			832			730			21,878
Capitalized expenditures	—			2,476			28,243			66,274			—			96,993			—			1,198			12,324			74,050			—			87,572

Six Months Ended June 30, 2017:																			Six Months Ended June 30, 2017:
Operating lease income																			$	—		$	62,104		$	31,929		$	316		$	—		$	94,349
Interest income																			57,703			—			—			—			—			57,703
Other income																			556			1,056			23,688			124,256			1,818			151,374
Land development revenue																			—			—			—			152,760			—			152,760
Earnings (losses) from equity method investments																			—			2,062			1,101			7,448			606			11,217
Income from discontinued operations																			—			4,939			—			—			—			4,939
Gain from discontinued operations																			—			123,418			—			—			—			123,418
Income from sales of real estate																			—			6,212			2,742			—			—			8,954
Total revenue and other earnings																			58,259			199,791			59,460			284,780			2,424			604,714

3834

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)


	Real Estate Finance		Net Lease		Operating Properties		Land and Development		Corporate/Other⁽¹⁾		Company Total		Real Estate Finance			Net Lease			Operating Properties			Land and Development			Corporate/Other⁽¹⁾			Company Total
Real estate expense													—			(8,640		)	(44,171		)	(17,463		)	—			(70,274		)
Land development cost of sales													—			—			—			(138,376		)	—			(138,376		)
Other expense													(1,004		)	—			—			—			(17,141		)	(18,145		)
Allocated interest expense													(22,396		)	(29,404		)	(10,612		)	(15,240		)	(22,300		)	(99,952		)
Allocated general and administrative⁽²⁾													(8,287		)	(10,563		)	(4,119		)	(8,930		)	(10,697		)	(42,596		)
Segment profit (loss)⁽³⁾													$	26,572		$	151,184		$	558		$	104,771		$	(47,714	)	$	235,371
Other significant non-cash items:
Recovery of loan losses													$	(5,528	)	$	—		$	—		$	—		$	—		$	(5,528	)
Impairment of assets													—			219			4,413			10,064			—			14,696
Depreciation and amortization													—			15,039			8,962			791			659			25,451
Capitalized expenditures													—			1,687			16,566			56,879			—			75,132

As of June 30, 2017
As of June 30, 2018
Real estate
Real estate, net	$	—	$	863,406	$	479,576	$	—	$	—	$	1,342,982	$	—		$	1,532,589		$	382,410		$	—		$	—		$	1,914,999
Real estate available and held for sale	—		924		67,121		—		—		68,045		—			—			37,597			—			—			37,597
Total real estate	—		864,330		546,697		—		—		1,411,027		—			1,532,589			420,007			—			—			1,952,596
Land and development, net	—		—		—		855,497		—		855,497		—			—			—			641,627			—			641,627
Loans receivable and other lending investments, net	1,170,565		—		—		—		—		1,170,565		1,052,872			—			—			—			—			1,052,872
Other investments	—		179,284		7,882		62,417		27,238		276,821		—			147,512			62,024			76,693			6,788			293,017
Total portfolio assets	$	1,170,565	$	1,043,614	$	554,579	$	917,914	$	27,238	3,713,910		$	1,052,872		$	1,680,101		$	482,031		$	718,320		$	6,788		3,940,112
Cash and other assets											1,200,845																	1,418,055
Total assets											$	4,914,755																$	5,358,167

As of December 31, 2016
As of December 31, 2017
Real estate
Real estate, net	$	—	$	911,112	$	476,162	$	—	$	—	$	1,387,274	$	—		$	815,783		$	466,248		$	—		$	—		$	1,282,031
Real estate available and held for sale	—		155,051		82,480		—		—		237,531		—			—			68,588			—			—			68,588
Total real estate	—		1,066,163		558,642		—		—		1,624,805		—			815,783			534,836			—			—			1,350,619
Land and development, net	—		—		—		945,565		—		945,565		—			—			—			860,311			—			860,311
Loans receivable and other lending investments, net	1,450,439		—		—		—		—		1,450,439		1,300,655			—			—			—			—			1,300,655
Other investments	—		92,669		3,583		84,804		33,350		214,406		—			205,007			38,761			63,855			13,618			321,241
Total portfolio assets	$	1,450,439	$	1,158,832	$	562,225	$	1,030,369	$	33,350	4,235,215		$	1,300,655		$	1,020,790		$	573,597		$	924,166		$	13,618		3,832,826
Cash and other assets											590,299																	898,252
Total assets											$	4,825,514																$	4,731,078


(1)	Corporate/Other represents all corporate level and unallocated items including any intercompany eliminations necessary to reconcile to consolidated Company totals. This caption also includes the Company's joint venture investments and strategic investments that are not included in the other reportable segments above.


(2)	General and administrative excludes stock-based compensation expense of $3.5 million and $12.6 million for the three and six months ended June 30, 2018, respectively, and $3.9 million and $9.8 million for the three and six months ended June 30, 2017, ~~respectively, and $1.6 million and $6.2 million for the three and six months ended June 30, 2016,~~ respectively.

Table of Contents

iStar Inc.

Notes to Consolidated Financial Statements (Continued)

(unaudited)


(3)	The following is a reconciliation of segment profit to net income (loss) ($ in thousands):


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Segment profit	$	232,281		$	79,072		$	235,371		$	89,475		$	102,048		$	232,281		$	161,013		$	235,371
Less: Recovery of (provision for) loan losses	600			(700		)	5,528			(2,206		)
Add: (Provision for) recovery of loan losses													(18,892		)	600			(18,037		)	5,528
Less: Impairment of assets	(10,284		)	(3,012		)	(14,696		)	(3,012		)	(6,088		)	(10,284		)	(10,188		)	(14,696		)
Less: Stock-based compensation expense	(3,915		)	(1,633		)	(9,796		)	(6,211		)	(3,503		)	(3,915		)	(12,593		)	(9,796		)
Less: Depreciation and amortization	(13,171		)	(13,673		)	(25,451		)	(27,581		)	(10,767		)	(13,171		)	(21,878		)	(25,451		)
Less: Income tax (expense) benefit	(1,644		)	1,190			(2,251		)	1,604
Less: Income tax expense													(128		)	(1,644		)	(249		)	(2,251		)
Less: Income tax expense from discontinued operations	(4,545		)	—			(4,545		)	—			—			(4,545		)	—			(4,545		)
Less: Loss on early extinguishment of debt, net	(3,315		)	(1,457		)	(3,525		)	(1,582		)	(2,164		)	(3,315		)	(2,536		)	(3,525		)
Net income	$	196,007		$	59,787		$	180,635		$	50,487		$	60,506		$	196,007		$	95,532		$	180,635

~~Table of Contents~~

~~iStar Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(unaudited)~~

~~Note 18—Subsequent Events~~

Subsequent to June 30, 2017, the Company, trusts established by Jay Sugarman, the Company's Chairman and Chief Executive Officer, and Geoffrey Jervis, the Company's Chief Operating Officer and Chief Financial Officer, purchased an aggregate $5.1 million in shares of SAFE's common stock pursuant to a 10b5-1 plan (the “10b5-1 Plan") in accordance with Rules 10b5-1 and 10b-18 under the Securities and Exchange Act of 1934, as amended, under which they may buy in the open market up to $25.0 million in the aggregate of SAFE's common stock. Shares will be purchased under the 10b5-1 Plan when the market price per share is below $20.00 and will accelerate with declines in the market price. Purchases will be allocated 98% to the Company, 1% to the trusts established by Mr. Sugarman and 1% to Mr. Jervis.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are included with respect to, among other things, iStar Inc.'s (the "Company's") current business plan, business strategy, portfolio management, prospects and liquidity. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results or outcomes to differ materially from those contained in the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. In assessing all forward-looking statements, readers are urged to read carefully all cautionary statements contained in this Form 10-Q and the uncertainties and risks described in Item 1A—"Risk Factors" in our ~~2016~~2017 Annual Report, all of which could affect our future results of operations, financial condition and liquidity. For purposes of Management's Discussion and Analysis of Financial Condition and Results of Operations, the terms "we," "our" and "us" refer to iStar Inc. and its consolidated subsidiaries, unless the context indicates otherwise.

The discussion below should be read in conjunction with our consolidated financial statements and related notes in this quarterly report on Form 10-Q and our ~~2016~~2017 Annual Report. These historical financial statements may not be indicative of our future performance. We have reclassified certain items in our consolidated financial statements of prior periods to conform to our current financial statements presentation.

Introduction

iStar Inc.~~, doing business as "iStar,"~~ ("iStar") finances, invests in and develops real estate and real estate related projects as part of its fully-integrated investment platform. We also provide management services for our ground lease ("Ground Lease") equity method investment and our net lease ~~equity method investments.~~ventures. We have invested ~~more than $35~~approximately $40 billion of capital over the past two decades and are structured as a real estate investment trust ("REIT") with a diversified portfolio focused on larger assets located in major metropolitan markets. Our primary business segments are real estate finance, net lease, operating properties and land and development.

Executive Overview

We continue to focus on our net lease and real estate finance businesses to find selective investment opportunities in these core businesses. We also continue to make significant ~~additional~~ progress in monetizing our commercial and residential operating properties as well as our land portfolio. In our continuing effort to find untapped investment opportunities in real estate, in 2017 we ~~recently~~ conceived and ultimately launched Safety, Income & Growth Inc. ("SAFE"), a new, ~~publicly traded~~publicly-traded REIT focused exclusively on the ~~ground lease ("GL")~~Ground Lease asset class.

~~In April~~Operating Results

For the three months ended June 30, 2018, we recorded net income allocable to common shareholders of $42.9 million, compared to net income of $177.5 million during the same period in the prior year. Adjusted income allocable to common shareholders for the three months ended June 30, 2018 was $43.6 million, compared to $198.4 million during the same period in the prior year (see "Adjusted Income" for a reconciliation of adjusted income to net income).

During the three months ended June 30, 2018, we completed the sales of two operating properties and one net lease asset. Our proceeds from these sales totaled $184.9 million and we recognized $56.7 million of gains related to these sales. We also gained control of our Net Lease Venture, which resulted in us consolidating the assets and liabilities of the Net Lease Venture and recording a gain of $67.9 million as a result of its consolidation. During the three months ended June 30, 2017, institutional investors acquired a controlling interest in our GLground lease business through the merger of ~~one of~~ our ~~subsidiaries~~subsidiary and other related transactions (the "Acquisition Transactions"). Our GL business was a component of our net lease segment and consisted of 12 properties subject to long-term net leases including seven GLs and one master lease (covering five properties). The acquiring entity was a newly formed unconsolidated entity named Safety, Income and Growth, Inc. ("SAFE"). The carrying value of our GL assets was approximately $161.1 million. Shortly before the Acquisition Transactions, we completed the $227.0 million 2017 Secured Financing on our GL assets (refer to Note 10).transactions. We received all of the proceeds of the 2017 Secured Financing. We received an additional $113.0 million of proceeds in the Acquisition Transactions, including $55.5 million that we contributed to SAFE in its initial capitalization. As a result of the Acquisition Transactions, we deconsolidated the 12 properties and the associated 2017 Secured Financing. We account for our investment in SAFE as an equity method investment (refer to Note 7). We accounted for this transaction as an in substance sale of real estate and recognized a gain of $123.4 million ~~reflecting the aggregate gain less the fair value of our retained interest in SAFE.~~

On June 27, 2017, SAFE completed its initial public offering raising $205.0 million in gross proceeds and concurrently completed a $45.0 million private placement to us, its largest shareholder. We paid organization and offering costs in connection withfrom these transactions ~~including commissions payable~~(refer to the underwriters and other offering expenses. As of June 30, 2017, we owned 28% of SAFE and our investment had a market value of $96.2 million. In addition, one of our wholly-owned subsidiaries is the external manager of SAFE, our Chief Executive Officer is a director and the Chairman of SAFE's board of directors and our executive officers hold similarly titled positions with SAFE.

In April 2017, we received a favorable judgment from the U.S. Court of Appeals for the Fourth Circuit, affirming a prior district court judgment relating to a dispute with Lennar over the purchase and sale of Bevard, a master planned community located in Maryland. On April 21, we conveyed the property to Lennar and received $234.3 million of net proceeds after payment of $3.3

~~million in documentary transfer taxes, comprised of the remaining purchase price of $114.0 million and $123.4 million of interest and real estate taxes, net of costs.~~

We continue to strengthen our balance sheet through our financing activities. Access to the capital markets has allowed us to extend our debt maturity profile and remain primarily an unsecured borrower. In March 2017, we issued $375.0 million principal amount of 6.00% senior unsecured notes due April 2022. Proceeds from the offering were primarily used to repay in full the $99.7 million principal amount of 5.85% senior unsecured notes due March 2017 and repay in full the $275.0 million principal amount of 9.00% senior unsecured notes due June 2017 prior to maturity. In addition, also in March 2017, through wholly-owned subsidiaries conducting our GL business, we entered into the $227.0 million 2017 Secured Financing that accrued interest at 3.795% and matures in April 2027. The 2017 Secured Financing was collateralized by the 12 properties comprising our GL business, including seven ground net leases and one master lease covering the accounts of five related properties. In April 2017, we derecognized the 2017 Secured Financing when third parties acquired a controlling interest in our GL business. As of June 30, 2017, we had $954.3 million of cash, which we expect to use primarily to repay debt and fund future investment activities. In addition, we have additional borrowing capacity of $234.6 million at June 30, 2017.

Note 4). During the three months ended June 30, 2017, ~~all~~we also received a judgment in our favor relating to litigation involving a dispute over the purchase and sale of ~~our business segments contributed positively to our earnings.~~ approximately 1,250 acres of land in Prince George’s County, Maryland, which resulted in $123.4 million of other income.

We continue to work on repositioning or redeveloping our transitional operating properties and progressing on the entitlement and development of our land and development assets in order to maximize their value. We intend to continue these efforts, with the objective of increasing the contribution of these assets to our earnings in the future. ~~For~~Furthermore, we have sold and expect to continue to opportunistically sell operating assets and land in order to generate cash proceeds to reinvest into real estate finance and net lease assets, and in active development projects.

Capital Markets Activity

During the three months ended June 30, ~~2017,~~2018, we ~~recorded net income allocable~~re-priced, amended and extended the 2016 Senior Term Loan. The principal amount of the 2016 Senior Term Loan was increased to $650.0 million from $377.0 million, the annual interest rate was reduced to LIBOR plus 2.75% from LIBOR plus 3.00% and the maturity date was extended to June 2023 from October 2021. The 2016 Senior Term Loan was priced at 99.875% and call protection for lenders was reset for six months.

The 2016 Senior Term Loan is collateralized by the pledge of stock of entities that own existing and new assets, with asset addition and substitution flexibility within specified parameters. In addition, the 2016 Senior Term Loan permits us to pay common ~~shareholders~~dividends with no restrictions so long as we are not in default on any of ~~$177.5 million, compared to net income~~our debt obligations. A corresponding amendment of ~~$38.1 million during~~ the ~~same period~~dividend restrictions in the ~~prior year. Adjusted income allocable~~2015 Revolving Credit Facility was entered into concurrently with the 2016 Senior Term Loan. Proceeds from the 2016 Senior Term Loan were used to ~~common shareholders for~~repay the ~~three months ended~~outstanding current 2016 Senior Term Loan balance and to redeem in July 2018, $273.0 million of the $770.0 million of senior unsecured notes due July 2019.

As of June 30, ~~2017~~2018, we had $1,039.6 million of cash, of which $273.0 million was ~~$198.4~~used to redeem senior unsecured notes in July 2018. We expect to use our unrestricted cash balance primarily to fund future investment activities and for general working capital needs. In addition, we have additional borrowing capacity under the 2015 Revolving Credit Facility (refer to Note 10) of $325.0 million ~~compared to $61.1 million during the same period in the prior year (see "Adjusted Income" for a reconciliation of adjusted income to net income).~~at June 30, 2018.

Portfolio Overview

As of June 30, ~~2017,~~2018, based on our gross book value, including the carrying ~~values~~value of our equity method investments gross of accumulated depreciation, ~~and general loan loss reserves,~~ our ~~$4.2 billion~~total investment portfolio has the following characteristics:

~~(1)Represents the market value of our equity method investment in SAFE.~~

As of June 30, ~~2017,~~2018, based on our gross book value, including the carrying ~~values~~value of our equity method investments gross of accumulated depreciation, ~~and general loan loss reserves,~~ our total investment portfolio has the following property/collateral type and geographic characteristics ($ in thousands):


Property/Collateral Types	Real Estate Finance		Net Lease		Operating Properties		Land & Development		Total		% of Total		Real Estate Finance		Net Lease		Operating Properties		Land & Development		Total		% of Total
Office / Industrial	$	36,964	$	760,965	$	122,658	$	—	$	920,587	22.2	%	$	85,344	$	1,192,922	$	127,351	$	—	$	1,405,617	31.4	%
Land and Development	—		—		—		925,191		925,191		22.3	%	87,331		—		—		726,476		813,807		18.3	%
Entertainment / Leisure													—		699,364		27,172		—		726,536		16.2	%
Hotel	338,422		—		102,815		—		441,237		10.6	%	261,118		—		84,161		—		345,279		7.7	%
Entertainment / Leisure	—		489,387		—		—		489,387		11.8	%
Condominium													263,589		—		36,652		—		300,241		6.7	%
Mixed Use / Mixed Collateral	297,024		—		180,153		—		477,177		11.5	%	171,859		—		97,410		—		269,269		6.0	%
Condominium	258,010		—		66,490		—		324,500		7.7	%
Retail													24,324		—		165,025		—		189,349		4.2	%
Ground Leases													—		165,543		—		—		165,543		3.7	%
Multifamily													114,135		—		21,257		—		135,392		3.0	%
Other Property Types	228,527		—		7		—		228,534		5.5	%	59,272		57,348		—		—		116,620		2.6	%
Retail	29,418		57,348		136,016		—		222,782		5.4	%
Ground Leases⁽¹⁾	—		96,229		—		—		96,229		2.3	%
Strategic Investments	—		—		—		—		27,238		0.7	%	—		—		—		—		6,788		0.2	%
Total	$	1,188,365	$	1,403,929	$	608,139	$	925,191	$	4,152,862	100.0	%	$	1,066,972	$	2,115,177	$	559,028	$	726,476	$	4,474,441	100.0	%


Geographic Region	Real Estate Finance		Net Lease		Operating Properties		Land & Development		Total		% of Total		Real Estate Finance		Net Lease		Operating Properties		Land & Development		Total		% of Total
Northeast	$	569,385	$	399,468	$	47,212	$	258,381	$	1,274,446	30.7	%	$	567,250	$	627,219	$	75,048	$	302,699	$	1,572,216	35.1	%
West	98,197		312,383		42,616		364,834		818,030		19.6	%	113,041		378,517		47,218		131,739		670,515		14.9	%
Southeast	174,602		249,574		146,511		123,714		694,401		16.7	%	100,328		300,854		145,130		100,321		646,633		14.5	%
Mid-Atlantic	—		153,835		47,014		124,298		325,147		7.8	%	—		371,364		35,837		130,882		538,083		12.0	%
Southwest	59,984		160,019		243,055		22,464		485,522		11.7	%	78,444		226,118		149,518		29,333		483,413		10.8	%
Central	187,775		97,988		71,590		31,500		388,853		9.4	%	104,884		204,236		106,277		31,502		446,899		10.0	%
Various⁽²⁾⁽¹⁾	98,422		30,662		10,141		—		139,225		3.4	%	103,025		6,869		—		—		109,894		2.5	%
Strategic Investments⁽²⁾⁽¹⁾	—		—		—		—		27,238		0.7	%	—		—		—		—		6,788		0.2	%
Total	$	1,188,365	$	1,403,929	$	608,139	$	925,191	$	4,152,862	100.0	%	$	1,066,972	$	2,115,177	$	559,028	$	726,476	$	4,474,441	100.0	%


~~(1)~~	~~Represents the market value of our equity method investment in SAFE.~~

~~(2)~~(1)Combined, strategic investments and the various category include ~~$20.2~~$7.7 million of international assets.

Real Estate Finance

Our real estate finance business targets sophisticated and innovative owner/operators of real estate and real estate related projects by providing one-stop capabilities that encompass financing alternatives ranging from full envelope senior loans to mezzanine and preferred equity capital positions. As of June 30, ~~2017,~~2018, our real estate finance portfolio, including securities, totaled ~~$1.2~~$1.1 billion, ~~gross~~exclusive of general loan loss reserves. The portfolio, excluding securities, included ~~$914.1~~$921.9 million of performing loans with a weighted average maturity of ~~1.5~~1.8 years.

The tables below summarize our loans and the reserves for loan losses associated with our loans ($ in thousands):


	June 30, 2017										June 30, 2018
	Number of Loans	Gross Carrying Value		Reserve for Loan Losses			Carrying Value		% of Total	Reserve for Loan Losses as a % of Gross Carrying Value	Number of Loans	Gross Carrying Value		Reserve for Loan Losses			Carrying Value		% of Total	Reserve for Loan Losses as a % of Gross Carrying Value
Performing loans	36	$	914,106	$	(17,800	)	$	896,306	82.6%	1.9%	39	$	921,934	$	(14,100	)	$	907,834	97.1%	1.5%
Non-performing loans	5	249,659		(60,989		)	188,670		17.4%	24.4%	3	67,068		(40,395		)	26,673		2.9%	60.2%
Total	41	$	1,163,765	$	(78,789	)	$	1,084,976	100.0%	6.8%	42	$	989,002	$	(54,495	)	$	934,507	100.0%	5.5%

	December 31, 2016										December 31, 2017
	Number of Loans	Gross Carrying Value		Reserve for Loan Losses			Carrying Value		% of Total	Reserve for Loan Losses as a % of Gross Carrying Value	Number of Loans	Gross Carrying Value		Reserve for Loan Losses			Carrying Value		% of Total	Reserve for Loan Losses as a % of Gross Carrying Value
Performing loans	35	$	1,202,127	$	(23,300	)	$	1,178,827	86.0%	1.9%	36	$	1,051,691	$	(17,500	)	$	1,034,191	85.4%	1.7%
Non-performing loans	6	253,941		(62,245		)	191,696		14.0%	24.5%	5	237,877		(60,989		)	176,888		14.6%	25.6%
Total	41	$	1,456,068	$	(85,545	)	$	1,370,523	100.0%	5.9%	41	$	1,289,568	$	(78,489	)	$	1,211,079	100.0%	6.1%

Performing Loans—The table below summarizes our performing loans ~~gross~~exclusive of reserves ($ in thousands):


	June 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
Senior mortgages	$	515,053		$	854,805		$	782,124		$	709,809
Corporate/Partnership loans	387,214			333,244			129,988			332,387
Subordinate mortgages	11,839			14,078			9,822			9,495
Total	$	914,106		$	1,202,127		$	921,934		$	1,051,691

Weighted average LTV	62		%	64		%	59		%	67		%
Yield	9.7		%	8.9		%	9.7		%	9.8		%

Non-Performing Loans—We designate loans as non-performing at such time as: (1) the loan becomes 90 days delinquent; (2) the loan has a maturity default; or (3) management determines it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan. All non-performing loans are placed on non-accrual status and income is only recognized in certain cases upon actual cash receipt. As of June 30, ~~2017,~~2018, we had non-performing loans with an aggregate carrying value of ~~$188.7~~$26.7 million compared to non-performing loans with an aggregate carrying value of ~~$191.7~~$176.9 million as of December 31, ~~2016.~~2017. In the second quarter 2018, we resolved a non-performing loan with a carrying value of $145.8 million. We received a $45.8 million cash payment and a preferred equity position with a face value of $100.0 million that is mandatorily redeemable in five years. We recorded the preferred equity at its fair value of $77.0 million and will accrue interest over the expected duration of the position. In addition, we recorded a $21.4 million loan loss provision and simultaneously charged-off of the remaining unpaid balance. We expect that our level of non-performing loans will fluctuate from period to period.

Reserve for Loan Losses—The reserve for loan losses was ~~$78.8~~$54.5 million as of June 30, ~~2017,~~2018, or ~~6.8%~~5.5% of total loans, compared to ~~$85.5~~$78.5 million or ~~5.9%~~6.1% as of December 31, ~~2016.~~2017. For the six months ended June 30, ~~2017,~~2018, the ~~recovery of~~provision for loan losses included $21.4 million resulting from the resolution of a ~~reduction~~non-performing loan partially offset by a $2.5 million decrease (benefit) in the general reserve ~~of $5.5 million~~ due to an overall improvement in the risk ~~ratings and a decrease in size of our loan portfolio.~~ratings. We expect that our level of reserve for loan losses will fluctuate from period to period. Due to the volatility of the commercial real estate market, the process of estimating collateral values and reserves requires the use of significant judgment. We currently believe there is adequate collateral and reserves to support the carrying values of the loans.

The reserve for loan losses includes an asset-specific component and a formula-based component. An asset-specific reserve is established for an impaired loan when the estimated fair value of the loan's collateral less costs to sell is lower than the carrying value of the loan. As of June 30, ~~2017,~~2018, asset-specific reserves decreased to ~~$61.0~~$40.4 million compared to ~~$62.2~~$61.0 million as of December 31, ~~2016.~~2017.

The formula-based general reserve is derived from estimated principal default probabilities and loss severities applied to groups of performing loans based upon risk ratings assigned to loans with similar risk characteristics during our quarterly loan portfolio assessment. During this assessment, we perform a comprehensive analysis of our loan portfolio and assign risk ratings to loans that incorporate management's current judgments and future expectations about their credit quality based on all known and relevant factors that may affect collectability. We consider, among other things, payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional

economic factors. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. We estimate loss rates based on historical realized losses experienced within our portfolio and take into account current economic conditions affecting the commercial real estate market when establishing appropriate time frames to evaluate loss experience.

The general reserve decreased to ~~$17.8~~$14.1 million or ~~1.9%~~1.5% of performing loans as of June 30, ~~2017,~~2018, compared to ~~$23.3~~$17.5 million or ~~1.9%~~1.7% of performing loans as of December 31, ~~2016.~~2017. The decrease was primarily attributable to an overall improvement in the risk ~~ratings and a decrease in size of our loan portfolio.~~ratings.

Net Lease

Our net lease business seeks to create stable cash flows through long-term net leases primarily to single tenants on our properties. We target mission-critical facilities leased on a long-term basis to tenants, offering structured solutions that combine our capabilities in underwriting, lease structuring, asset management and build-to-suit construction. We ~~invest~~invested in new net lease investments primarily through our Net Lease Venture, in which we hold a 51.9% interest. The Net Lease ~~Venture has a right of first offer on any new net lease investments that we source. In February 2017, the Net Lease~~ Venture's investment period ~~was extended through February 1, 2018. The~~expired on June 30, 2018 and the remaining term of the ~~Net Lease Venture~~venture extends through February 13, 2022, subject to two, one-year extension options at the discretion of us and our partner. We obtained control over the ~~Company~~Net Lease Venture when the investment period expired on June 30, 2018 and ~~its partner.~~consolidated the assets and liabilities of the venture, which had previously been accounted for as an equity method investment. We recorded a gain of $67.9 million as a result of the consolidation.

In July 2018, we entered into a new venture ("Net Lease Venture II") with similar investment strategies as the Net Lease Venture (refer to Note 7). The Net Lease Venture II has a right of first offer on all new net lease investments originated by us. We have an equity interest in the new venture of approximately 51.9%, which will be accounted for as an equity method investment, and are responsible for managing the venture in exchange for a management fee and incentive fee.

In June 2018, we sold two industrial facilities to a third-party and simultaneously structured and entered into two Ground Leases. We then sold the two Ground Leases to SAFE. Net proceeds from the transactions totaled $36.1 million and we recognized a $24.5 million gain on sale.

In April 2017, institutional investors acquired a controlling interest in our GLGround Lease business through the merger of one of our subsidiaries and related ~~transactions.~~transactions (the "Acquisition Transactions"). Our GLGround Lease business was a component of our net lease segment and consisted of 12 properties subject to long-term net leases including seven ~~GLs~~Ground Leases and one master lease (covering five properties). As a result weof the Acquisition Transactions, we: (i) recognized a gain of approximately $178.9 million; (ii) deconsolidated the 12 properties and the associated ~~liabilities~~2017 Secured Financing; and ~~we began to record~~(iii) account for our investment in SAFE as an equity method ~~investment.~~investment (refer to Note 7).

On June 27, 2017, SAFE completed its initial public offering raising $205.0 million in gross proceeds and concurrently completed a $45.0 million private placement to ~~us. As~~us, its largest shareholder. We believe that SAFE is the first publicly-traded company formed primarily to acquire, own, manage, finance and capitalize ground leases. Ground leases generally represent ownership of ~~June 30, 2017,~~the land underlying commercial real estate projects that is net leased by the fee owner of the land to the owners/operators of the real estate projects built thereon. We have an exclusivity agreement with SAFE pursuant to which we ~~owned approximately 28%~~agreed, subject to certain exceptions, that we will not acquire, originate, invest in, or provide financing for a third party’s acquisition of, ~~SAFE's common stock outstanding which had an estimated market value~~a Ground Lease unless we have first offered that opportunity to SAFE and a majority of ~~$96.2 million.~~its independent directors has declined the opportunity. In addition, a wholly-owned subsidiary of ours is the external manager of SAFE and our Chief Executive Officer is the Chairman of SAFE's board of directors.

As of June 30, ~~2017,~~2018, our consolidated net lease portfolio totaled $2.0 billion. Our net lease portfolio, including the carrying value of our equity method ~~investments~~investment in SAFE ~~and the Net Lease Venture, totaled $1.36 billion,~~ gross of ~~$314.4 million of~~ accumulated ~~depreciation.~~depreciation, totaled $2.1 billion. The table below provides certain statistics for our net lease portfolio.

Net Lease Statistics⁽¹⁾
June 30, 2017 December 31, 2016
Square feet (mm)⁽²⁾
15,959
17,214
Leased % 99 % 98 %
Weighted average lease term (years)⁽³⁾
11.5
14.7
Yield 8.1 % 8.4 %



	Consolidated Real Estate⁽¹⁾			SAFE
Ownership %	100.0		%	39.8		%
Gross book value (millions)⁽²⁾	$	1,963		$	631

Occupancy	98.7		%	100.0		%
Square footage (thousands)	16,496			1,793
Weighted average lease term (years)	14.7			73.7
Weighted average yield	9.0		%


~~(1)~~	~~Statistics exclude our equity method investment in SAFE.~~


~~(2)~~	~~As of June 30, 2017 and December 31, 2016, includes 4,005 and 3,081 square feet, respectively, at our equity method investment of which we own 51.9%.~~


~~(3)~~	~~Weighted average lease term as of June 30, 2017 includes a lease extension that was effective July 3, 2017.~~

(1)The Net Lease Venture is consolidated in our GAAP financial statements.

(2)Gross book value represents the acquisition cost of real estate and any additional capital invested into the property by us.

Operating Properties

~~As of~~During the three months ended June 30, ~~2017, our~~2018, we completed the sales of two operating ~~property portfolio, including equity method investments,~~properties. Our proceeds from these sales totaled ~~$608.1~~$148.9 million ~~gross of $53.6~~and we recognized $32.2 million of ~~accumulated depreciation, and was comprised of $541.0 million of commercial and $67.1 million of residential real estate properties.~~gains related to these sales.

~~Commercial Operating Properties~~

Our commercial operating properties represent a diverse pool of assets across a broad range of geographies and collateral types including office, retail and hotel properties. ~~We generally seek to reposition~~As of June 30, 2018, our ~~transitional properties with~~operating property portfolio, including the ~~objective~~carrying value of ~~maximizing their values through the infusion~~our equity method investments gross of ~~capital and/or intensive asset management efforts resulting in value realization upon sale.~~

accumulated depreciation, totaled $559.0 million. The table below provides certain statistics for our ~~commercial~~ operating ~~property~~properties portfolio.

Commercial Operating Property Statistics
($ in millions)

Stabilized Operating⁽¹⁾
Transitional Operating⁽¹⁾
Total
June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016
Gross book value ($mm)⁽²⁾
$ 343
$ 337
$ 198
$ 189
$ 541
$ 526
Occupancy⁽³⁾
87 % 86 % 59 % 54 % 77 % 74 %
Yield 8.5 % 8.5 % 3.8 % 1.5 % 6.9 % 5.5 %



	Gross Book Value (in millions)⁽¹⁾		Properties	Occupancy	Yield	Square Feet (in thousands)
Legacy Commercial Assets	$	472	19	81%	6.6%	2,852
Legacy Residential Assets	37
New Strategic Commercial Assets	50
Total Operating Properties	$	559


(1)	Stabilized commercial properties generally have occupancy levels above 80% and/or generate yields resulting in a sufficient return based upon the properties’ risk profiles. Transitional commercial properties are generally those properties that do not meet these criteria.


~~(2)~~	Gross ~~carrying~~book value represents ~~carrying value gross~~the acquisition cost of ~~accumulated depreciation.~~


~~(3)~~	~~Occupancy is as of June 30, 2017~~real estate and ~~December 31, 2016.~~any additional capital invested into the property by us.

~~Residential Operating Properties~~

As of June 30, 2017, our residential operating portfolio was comprised of 36 condominium units generally located within luxury projects in major U.S. cities. The table below provides certain statistics for our residential operating property portfolio (excluding fractional units).

Residential Operating Property Statistics
($ in millions)
Six Months Ended
June 30, 2017 June 30, 2016
Condominium units sold 12
69
Proceeds $ 17.6
$ 58.7
Income from sales of real estate $ 2.7
$ 18.8

Land and Development

As of June 30, ~~2017,~~2018, our land and development portfolio, ~~gross~~exclusive of accumulated depreciation and including equity method investments, totaled ~~$925.2~~$726.5 million, with ~~seven~~five projects in production, ~~nine~~seven in development and 13 in the pre-development phase. These projects are collectively entitled for approximately ~~13,000~~9,900 lots and units. The following tables ~~presents~~present certain statistics for our land and development portfolio.

													Land and Development Portfolio Rollforward	(in millions)
	Six Months Ended						Six Months Ended June 30,
	June 30, 2017			June 30, 2016			2018			2017
Beginning balance⁽¹⁾	$	945.6		$	1,002.0		$	860.3		$	945.6
Asset sales⁽²⁾	(133.8		)	(22.4		)	(268.5		)	(133.8		)
Capital expenditures	56.9			66.3
Asset transfers in (out)⁽³⁾							(21.3		)	—
Capital expenditures⁽⁴⁾							74.1			56.9
Other	(13.2		)	0.1			(3.0		)	(13.2		)
Ending balance⁽¹⁾	$	855.5		$	1,046.0		$	641.6		$	855.5

(1)As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, excludes ~~$62.4~~$76.7 million and ~~$84.8~~$63.9 million, respectively, of equity method investments.

(2)

Represents gross book value of the assets sold, rather than proceeds received. During the six months ended June 30, 2018, we received approximately $253.4 million in gross proceeds in connection with the sale of two land parcels totaling 93 acres in San Jose, CA and San Pedro, CA. We also completed the monetization of a 785 acre master planned community entitled for 1,458 single family lots in Riverside County, California.

~~(2)~~(3)~~Represents gross book value of the assets sold, rather than proceeds received.~~Assets transferred into land and development segment or out to another segment.


(4)	During the six months ended June 30, 2018 and 2017, includes $52.2 million and $22.5 million, respectively, of capital expenditures at a luxury residential oceanfront development.

									Land and Development Statistics	(in millions)
	Six Months Ended				Six Months Ended June 30,
	June 30, 2017		June 30, 2016		2018		2017
Land development revenue(1)	$	152.8	$	42.8	$	357.4	$	152.8
Land development cost of sales(1)	138.4		28.8		306.8		138.4
Gross margin	$	14.4	$	14.0
Earnings from land development equity method investments	7.4		9.3
Gross profit					$	50.6	$	14.4
Earnings from land and development equity method investments					2.6		7.4
Total	$	21.8	$	23.3	$	53.2	$	21.8


(1)	During the six months ended June 30, 2018, we recognized approximately $253.4 million in land development revenue and $205.8 million in land development cost of sales in connection with the sale of two land parcels totaling 93 acres in San Jose, CA and San Pedro, CA.

Results of Operations for the Three Months Ended June 30, ~~2017~~2018 compared to the Three Months Ended June 30, ~~2016~~2017


	For the Three Months Ended June 30,											For the Three Months Ended June 30,
	2017			2016			$ Change			% Change		2018			2017			$ Change			% Change
	(in thousands)											(in thousands)
Operating lease income	$	47,002		$	49,975		$	(2,973	)	(6	)%	$	44,609		$	47,002		$	(2,393	)	(5	)%
Interest income	28,645			34,400			(5,755		)	(17	)%	25,212			28,645			(3,433		)	(12	)%
Other income	139,510			10,096			129,414			>100%		20,823			139,510			(118,687		)	(85	)%
Land development revenue	132,710			27,888			104,822			>100%		80,927			132,710			(51,783		)	(39	)%
Total revenue	347,867			122,359			225,508			>100%		171,571			347,867			(176,296		)	(51	)%
Interest expense	48,807			56,047			(7,240		)	(13	)%	43,172			48,807			(5,635		)	(12	)%
Real estate expense	34,684			35,328			(644		)	(2	)%	37,043			34,684			2,359			7	%
Land development cost of sales	122,466			17,262			105,204			>100%		83,361			122,466			(39,105		)	(32	)%
Depreciation and amortization	13,171			13,673			(502		)	(4	)%	10,767			13,171			(2,404		)	(18	)%
General and administrative	27,218			19,665			7,553			38	%	23,228			27,218			(3,990		)	(15	)%
(Recovery of) provision for loan losses	(600		)	700			(1,300		)	>100%
Provision for (recovery of) loan losses												18,892			(600		)	19,492			>(100%)
Impairment of assets	10,284			3,012			7,272			>100%		6,088			10,284			(4,196		)	(41	)%
Other expense	16,276			3,182			13,094			>100%		3,716			16,276			(12,560		)	(77	)%
Total costs and expenses	272,306			148,869			123,437			83	%	226,267			272,306			(46,039		)	(17	)%
Loss on early extinguishment of debt, net	(3,315		)	(1,457		)	(1,858		)	>100%		(2,164		)	(3,315		)	1,151			(35	)%
Earnings from equity method investments	5,515			39,447			(33,932		)	(86	)%
Income tax (expense) benefit	(1,644		)	1,190			(2,834		)	>(100%)
Earnings (losses) from equity method investments												(7,278		)	5,515			(12,793		)	>(100%)
Gain on consolidation of equity method investment												67,877			—			67,877			100	%
Income tax expense												(128		)	(1,644		)	1,516			(92	)%
Income from discontinued operations	173			3,633			(3,460		)	(95	)%	—			173			(173		)	(100	)%
Gain from discontinued operations	123,418			—			123,418			100	%	—			123,418			(123,418		)	(100	)%
Income tax expense from discontinued operations	(4,545		)	—			(4,545		)	100	%	—			(4,545		)	4,545			(100	)%
Income from sales of real estate	844			43,484			(42,640		)	(98	)%	56,895			844			56,051			>100%
Net income	$	196,007		$	59,787		$	136,220		>100%		$	60,506		$	196,007		$	(135,501	)	(69	)%

Revenue—Operating lease income, which primarily includes income from net lease assets and commercial operating properties, decreased $2.4 million, or 5.1%, to ~~$47.0~~$44.6 million during the three months ended June 30, ~~2017~~2018 from ~~$50.0~~$47.0 million for the same period in ~~2016.~~2017. The following table summarizes our operating lease income by segment ($ in millions).



	Three Months Ended June 30,
	2018		2017		Change			Reason for Change
Net Lease	$	29.3	$	30.9	$	(1.6	)	Sale of net lease assets, partially offset by the execution of new leases.
Operating Properties	15.2		15.9		(0.7		)	Modification of leases from base rent to percentage rent and operating property sales.
Land and Development	0.1		0.2		(0.1		)	Not meaningful change.
Total	$	44.6	$	47.0	$	(2.4	)

~~Operating~~

The following table shows same store operating lease income, ~~from net lease~~rent per square foot and occupancy for our Net Lease and Operating Properties segments, excluding hotels. Same store assets decreased to $30.9 million during the three months ended June 30, 2017 from $32.0 million for the same period in 2016. The decrease was due to the sale of net lease assets since July 1, 2016. Operating lease income from same store net lease assets,are defined as ~~net lease~~ assets we owned on or prior to April 1, ~~2016~~2017 and were in service through June 30, ~~2017, was $30.2~~2018 (Operating lease income in millions).



	Three Months Ended June 30,
	2018			2017
Operating lease income
Net Lease	$	27.9		$	27.0
Operating Properties	$	9.8		$	10.2

Rent per square foot
Net Lease	$	10.21		$	9.73
Operating Properties	$	34.04		$	36.18

Occupancy⁽¹⁾
Net Lease	98.1		%	97.9		%
Operating Properties	78.4		%	77.5		%


(1)	Occupancy is as of June 30, 2018 and 2017.

Interest income decreased $3.4 million, or 12.0%, to $25.2 million during the three months ended June 30, 2017 and 2016. An increase in rent per occupied square foot, which was $10.30 for the three months ended June 30, 2017 and $10.24 for the same period in 2016, was offset by a decrease in the occupancy rate, which was 98.0% as of June 30, 2017 and 98.8% as of June 30, 2016.

~~Operating lease income~~2018 from ~~operating properties decreased to $15.9 million during the three months ended June 30, 2017 from $17.8~~$28.6 million for the same period in 2016. The decrease was primarily due to commercial operating property sales since July 1, 2016, partially offset by the execution of new leases. Operating lease income from same store commercial operating properties, defined as commercial operating properties, excluding hotels and marinas, which we owned on or prior to April 1, 2016 and were in service through June 30, 2017, increased to $11.7 million during the three months ended June 30, 2017 as compared to $10.8 million for the same period in 2016. Rent per occupied square foot for same store commercial operating properties was $25.24 for the three months ended June 30, 2017 and $24.30 for the same period in 2016. Occupancy rates for same store commercial operating properties were 73.5% as of June 30, 2017 and 70.7% as of June 30, 2016. Ancillary operating lease income from land and development assets was $0.2 million and $0.1 million during the three months ended June 30, 2017 and 2016, respectively.

~~Interest income decreased to $28.6 million during the three months ended June 30, 2017 from $34.4 million for the same period in 2016.~~2017. The decrease was due primarily to a decrease in the average balance of our performing loans, which decreased to

~~$1.18~~ $1.04 billion in ~~2017~~2018 from ~~$1.62~~$1.18 billion in ~~2016.~~2017. The weighted average yield on our performing loans ~~increased to~~was 9.7% for the three months ended June 30, ~~2017 from 8.4% for the same period in 2016.~~2018 and 2017.

Other income ~~increased~~decreased $118.7 million, or 85.1%, to ~~$139.5~~$20.8 million during the three months ended June 30, ~~2017~~2018 from ~~$10.1~~$139.5 million for the same period in ~~2016.~~2017. Other income during the three months ended June 30, 2018 consisted primarily of income from our hotel properties, other ancillary income from our operating properties and interest income on our cash. Other income during the three months ended June 30, 2017 consisted of primarily of interest income and real estate tax reimbursements resulting from the settlement of litigation involving a dispute over the purchase and sale of land ~~(refer to Note 11)~~ and also included income from our hotel properties and other ancillary income from our operating properties. ~~Other~~The decrease in 2018 was related primarily to the judgment in our favor in 2017 relating to litigation involving a dispute over the purchase and sale of approximately 1,250 acres of land in Prince George’s County, Maryland, which resulted in $123.4 million of other income during the three months ended June 30, ~~2016 consisted of income from our hotel properties and other ancillary income from our operating properties.~~2017.

Land development revenue and cost of sales—During the three months ended June 30, 2018, we sold residential lots and units and recognized land development revenue of $80.9 million which had associated cost of sales of $83.4 million primarily from the monetization of a 785 acre master planned community entitled for 1,458 single family lots in Riverside County, California. During the three months ended June 30, 2017, we sold residential lots and units and one land parcel ~~totaling 1,250 acres~~ and recognized land development revenue of $132.7 million which had associated cost of sales of $122.5 ~~million. During the three months ended June 30, 2016, we sold residential lots and units and recognized land development revenue of $27.9~~ million, ~~which had associated cost of sales of $17.3 million.~~representing a $10.2 million gross profit. The ~~increase~~decrease in ~~2017 from 2016~~2018 was primarily due to the ~~resolution of~~judgment in our favor in 2017 relating to litigation involving a dispute over the purchase and sale of ~~the~~ approximately 1,250 acres of land in Prince George’s County, Maryland, which resulted in us recognizing $114.0 million of land development revenue and $106.3 million of land development cost of sales ~~(refer to Note 11).~~during the three months ended June 30, 2017.

Costs and expenses—Interest expense decreased $5.6 million, or 11.5%, to ~~$48.8~~$43.2 million during the three months ended June 30, ~~2017~~2018 from ~~$56.0~~$48.8 million for the same period in ~~2016~~2017 due to a decrease in the balance of our average outstanding debt, which decreased to ~~$3.70~~$3.18 billion for the three months ended June 30, ~~2017~~2018 from ~~$4.08~~$3.70 billion for the same period in ~~2016.~~2017. Our weighted average cost of debt for the three months ended June 30, 2018 and 2017 was 5.7% and ~~2016 was~~ 5.5% ~~and 5.6%~~, respectively.

Real estate expenses ~~decreased~~increased $2.4 million, or 6.8%, to ~~$34.7~~$37.0 million during the three months ended June 30, ~~2017~~2018 from ~~$35.3~~$34.7 million for the same period in ~~2016.~~2017. The ~~decrease was due primarily~~following table summarizes our real estate expenses by segment ($ in millions).



	Three Months Ended June 30,
	2018		2017		Change			Reason for Change
Net Lease	$	3.4	$	4.1	$	(0.7	)	Sale of net lease assets.
Operating Properties	23.8		22.7		1.1			Increase in legal expenses at one of our residential operating properties.
Land and Development	9.8		7.9		1.9			Increase in marketing and other costs at one of our land and development properties.
Total	$	37.0	$	34.7	$	2.3

Depreciation and amortization decreased $2.4 million, or 18.3%, to ~~a decrease in carry costs and other expenses on our land assets, which decreased to $8.0~~$10.8 million during the three months ended June 30, ~~2017~~2018 from ~~$9.9~~$13.2 million for the same period in ~~2016. Expenses for net lease assets decreased to $4.1 million during the three months ended June 30,~~ 2017, from $4.6 million for the same period in 2016. Expenses from same store net lease assets was $4.0 million and $3.7 million, respectively, for the three months ended June 30, 2017 and 2016. These decreases were offset by expenses for commercial operating properties, which increased to $20.9 million during the three months ended June 30, 2017 from $18.6 million for the same period in 2016. This increase was primarily due to an increase in expenses at certain of our hotel properties. Expenses from same store commercial operating properties, excluding hotels and marinas, was $7.6 million for the three months ended June 30, 2017 and 2016. Expenses associated with residential operating properties decreased to $1.7 million during the three months ended June 30, 2017 from $2.2 million for the same period in 2016 due to the sale of residential units since June 30, 2016.

~~Depreciation and amortization decreased to $13.2 million during the three months ended June 30, 2017 from $13.7 million for the same period in 2016,~~ primarily due to the sale of net lease and commercial operating properties in since July 1, ~~2016.~~2017.

General and administrative expenses ~~increased~~decreased $4.0 million, or 14.7%, to ~~$27.2~~$23.2 million during the three months ended June 30, ~~2017~~2018 from ~~$19.7~~$27.2 million for the same period in ~~2016, primarily due to a an increase in compensation expense related to performance incentive plans.~~2017. The following table summarizes our general and administrative expenses for the three months ended June 30, 2018 and 2017 (in millions):



	Three Months Ended June 30,
	2018			2017		Change
Payroll and related costs⁽¹⁾	$	15.5		$	19.2	$	(3.7	)
Performance Incentive Plans⁽²⁾	2.2		5.0	2.9		(0.7		)
Public company costs	1.3			1.3		—
Occupancy costs	1.4			1.3		0.1
Other	2.8			2.5		0.3
Total	$	23.2		$	27.2	$	(4.0	)


(1)	Decrease primarily related to additional compensation recognized during the three months ended June 30, 2017 in connection with the initial public offering of SAFE (refer to Note 7).


(2)	Represents the fair value of points issued and change in fair value of the plans during the periods presented. Such amounts may increase or decrease over time until the awards are settled. Please refer to Note 14 - Stock-Based Compensation Plans and Employee Benefits for a description of the Performance Incentive Plans.

The ~~net recovery of~~provision for loan losses was ~~$0.6~~$18.9 million during the three months ended June 30, ~~2017~~2018 as compared to a net ~~provision for~~recovery of loan losses of ~~$0.7~~$0.6 million for the same period in ~~2016.~~2017. The provision for loan losses for the three months ended June 30, 2018 was due to a specific reserve of $21.4 million resulting from the resolution of a non-performing loan partially offset by a $2.5 million decrease in the general reserve. The recovery of loan losses for the three months ended June 30, 2017 ~~included~~was due to a ~~$0.6 million~~ reduction in the general reserve due to an overall improvement in the risk ratings of our loan portfolio. Included in the net provision for the three months ended June 30, 2016 were provisions of $0.3 million in the specific reserve due to one non-performing loan and $0.4 million in the general reserve primarily due to new investment originations and additional fundings and a weakening of risk ratings on certain performing loans, which were offset by payoffs and loans being classified to non-performing status to evaluate for asset-specific reserves.

Impairment of assets was ~~$10.3~~$6.1 million during the three months ended June 30, ~~2017~~2018 and resulted ~~primarily~~ from the exercise of a below-market lease renewal option related to a net lease asset and a land and development asset based upon market comparable sales. During the three months ended June 30, 2017, we recorded an impairment of $10.3 million on a land and development asset due to a change in our exit strategy. ~~During the three months ended June 30, 2016, we recorded an impairment of $3.0 million on a residential operating property resulting from a slowdown in the local condominium real estate market.~~

Other expense ~~increased~~decreased to ~~$16.3~~$3.7 million during the three months ended June 30, ~~2017~~2018 from ~~$3.2~~$16.3 million for the same period in ~~2016.~~2017. The ~~increase~~decrease was primarily the result of paying organization and offering costs associated with the initial public offering of SAFE (refer to Note 7) during the three months ended June 30, 2017.

Loss on early extinguishment of debt, net—During the three months ended June 30, 2018 and 2017, we incurred losses on early extinguishment of debt of $2.2 million and $3.3 million, respectively, resulting from the modification and upsize of our 2016 Senior Term Loan in 2018 and repayments of unsecured notes prior to ~~maturity. During the three months ended June 30, 2016, we incurred losses on the early extinguishment of debt related to repayments of secured facilities and unsecured notes prior to maturity.~~maturity in 2017.

Earnings (losses) from equity method investments—Earnings (losses) from equity method investments decreased $12.8 million to ~~$5.5~~$(7.3) million during the three months ended June 30, ~~2017~~2018 from ~~$39.4~~$5.5 million for the same period in ~~2016.~~2017. During the

three months ended June 30, 2018, we recognized $2.0 million related to operations at our Net Lease Venture (which is consolidated as of June 30, 2018), $0.7 million from our equity method investment in SAFE and $10.0 million was aggregate losses from our remaining equity method investments inclusive of a $10.0 million impairment on a foreign equity method investment due to local market conditions. During the three months ended June 30, 2017, we recognized $2.4 million from profit participations on a land development venture, $1.2 million related to sales activity on a land development venture, $1.0 million related to operations at our Net Lease Venture and $0.9 million was aggregate income from our remaining equity method ~~investments. During the three months ended~~investments

Gain on consolidation of equity method investment—On June 30, ~~2016,~~2018, we ~~recognized $31.9 million primarily from~~gained control of the ~~sale~~Net Lease Venture when its investment period expired. As a result, as of June 30, 2018, we consolidated the assets and liabilities of the venture, which had previously been accounted for as an equity method ~~investment in~~investment. We recorded a ~~commercial operating property, $5.2~~gain of $67.9 million ~~related to sales activity on~~as a ~~land development venture, $0.9 million related to leasing operations at our Net Lease Venture and $1.4 million was aggregate income from our remaining equity method investments.~~result of the consolidation.

Income tax ~~(expense) benefit~~expense—~~An income~~Income tax expense of ~~$1.6~~$0.1 million was recorded during the three months ended June 30, ~~2017~~2018 as compared to ~~an income tax benefit of $1.2~~$1.6 million for the same period in ~~2016.~~2017. The income tax expense for the three months ended June 30, 2018 primarily related to state margins taxes and other minimum state franchise taxes. The income tax expense for the three months ended June 30, 2017 ~~primarily~~ related to federal alternative minimum taxes on REIT taxable income generated by the ~~settlement of~~favorable litigation onaward over the purchase and sale of aapproximately 1,250 acres of land ~~parcel. The income tax benefit for the three months ended June 30, 2016 primarily related to taxable losses generated by sales of certain taxable REIT subsidiary ("TRS") properties.~~in Prince George’s County, Maryland.

Discontinued Operations—~~During the three months ended June 30,~~In April 2017, institutional investors acquired a controlling interest in our GLGround Lease business through the merger of one of our subsidiaries and related transactions. We received total consideration of $340.0 million, including $113.0 million in cash, including $55.5 million that we contributed to SAFE in its initial capitalization, and the proceeds from the $227.0 million 2017 Secured Financing (refer to Note 10). We had a total carrying value of approximately $161.1 million in our GL assets and recognized a gain from discontinued operations of $123.4 million, reflecting the aggregate gain less the fair value of our retained interest in SAFE. Income from discontinued operations represents the operating results from the 12 properties comprising our GLGround Lease business.

Income from sales of real estate—~~During~~Income from sales of real estate increased to $56.9 million during the three months ended June 30, ~~2017, we sold residential condominiums and recognized~~2018 from $0.8 million for the same period in 2017. The following table presents our income from sales of real ~~estate. During the three months ended June 30, 2016, we sold properties and recognized $43.5 million~~estate by segment ($ in income from sales of real estate. During the three months ended June 30, 2016, we sold commercial operating properties resulting in income of $25.1 million, residential condominiums resulting in income of $14.0 million and net lease assets resulting in income of $4.4 million.millions).



	Three Months Ended June 30,
	2018		2017
Net Lease	$	24.5	$	—
Operating Properties	32.4		0.8
Total	$	56.9	$	0.8

Results of Operations for the Six Months Ended June 30, ~~2017~~2018 compared to the Six Months Ended June 30, ~~2016~~2017


	For the Six Months Ended June 30,											For the Six Months Ended June 30,
	2017			2016			$ Change			% Change		2018			2017			$ Change			% Change
	(in thousands)											(in thousands)
Operating lease income	$	94,349		$	100,470		$	(6,121	)	(6	)%	$	90,407		$	94,349		$	(3,942	)	(4	)%
Interest income	57,703			67,620			(9,917		)	(15	)%	51,909			57,703			(5,794		)	(10	)%
Other income	151,374			21,636			129,738			>100%		36,142			151,374			(115,232		)	(76	)%
Land development revenue	152,760			42,835			109,925			>100%		357,356			152,760			204,596			>100%
Total revenue	456,186			232,561			223,625			96	%	535,814			456,186			79,628			17	%
Interest expense	99,952			113,068			(13,116		)	(12	)%	88,353			99,952			(11,599		)	(12	)%
Real estate expense	70,274			69,572			702			1	%	73,224			70,274			2,950			4	%
Land development cost of sales	138,376			28,838			109,538			>100%		306,768			138,376			168,392			>100%
Depreciation and amortization	25,451			27,581			(2,130		)	(8	)%	21,878			25,451			(3,573		)	(14	)%
General and administrative	52,392			42,768			9,624			23	%	52,041			52,392			(351		)	(1	)%
(Recovery of) provision for loan losses	(5,528		)	2,206			(7,734		)	>(100%)
Provision for (recovery of) loan losses												18,037			(5,528		)	23,565			>(100%)
Impairment of assets	14,696			3,012			11,684			>100%		10,188			14,696			(4,508		)	(31	)%
Other expense	18,145			3,922			14,223			>100%		4,882			18,145			(13,263		)	(73	)%
Total costs and expenses	413,758			290,967			122,791			42	%	575,371			413,758			161,613			39	%
Loss on early extinguishment of debt, net	(3,525		)	(1,582		)	(1,943		)	>100%		(2,536		)	(3,525		)	989			(28	)%
Earnings from equity method investments	11,217			47,714			(36,497		)	(76	)%
Income tax (expense) benefit	(2,251		)	1,604			(3,855		)	>(100%)
Earnings (losses) from equity method investments												(3,946		)	11,217			(15,163		)	>(100%)
Gain from consolidation of equity method investment												67,877			—			67,877			100	%
Income tax expense												(249		)	(2,251		)	2,002			(89	)%
Income from discontinued operations	4,939			7,214			(2,275		)	(32	)%	—			4,939			(4,939		)	(100	)%
Gain from discontinued operations	123,418			—			123,418			100	%	—			123,418			(123,418		)	(100	)%
Income tax expense from discontinued operations	(4,545		)	—			(4,545		)	100	%	—			(4,545		)	4,545			(100	)%
Income from sales of real estate	8,954			53,943			(44,989		)	(83	)%	73,943			8,954			64,989			>100%
Net income	$	180,635		$	50,487		$	130,148		>100%		$	95,532		$	180,635		$	(85,103	)	(47	)%

Revenue—Operating lease income, which primarily includes income from net lease assets and commercial operating properties, decreased $3.9 million, or 4.2%, to ~~$94.3~~$90.4 million during the six months ended June 30, ~~2017~~2018 from ~~$100.5~~$94.3 million for the same period in ~~2016.~~2017. The following table summarizes our operating lease income by segment ($ in millions).



	Six Months Ended June 30,
	2018		2017		Change			Reason for Change
Net Lease	$	59.0	$	62.1	$	(3.1	)	Sale of net lease assets, partially offset by the execution of new leases.
Operating Properties	31.0		31.9		(0.9		)	Modification of leases from base rent to percentage rent and operating property sales.
Land and Development	0.4		0.3		0.1			Not meaningful change.
Total	$	90.4	$	94.3	$	(3.9	)

~~Operating~~

The following table shows same store operating lease income, ~~from net lease~~rent per square foot and occupancy for our Net Lease and Operating Properties segments, excluding hotels. Same store assets decreased to $62.1 million during the six months ended June 30, 2017 from $63.4 million for the same period in 2016. The decrease was primarily due to the sale of net lease assets since July 1, 2016. Operating lease income from same store net lease assets,are defined as ~~net lease~~ assets we owned on or prior to January 1, ~~2016~~2017 and were in service through June 30, ~~2017, increased slightly~~2018 (Operating lease income in millions).



	Six Months Ended June 30,
	2018			2017
Operating lease income
Net Lease	$	56.2		$	54.0
Operating Properties	$	19.7		$	20.1

Rent per square foot
Net Lease	$	10.10		$	9.73
Operating Properties	$	34.34		$	35.42

Occupancy⁽¹⁾
Net Lease	98.1		%	97.9		%
Operating Properties	78.4		%	77.5		%


(1)	Occupancy is as of June 30, 2018 and 2017.

Interest income decreased $5.8 million, or 10.0%, to ~~$60.2~~$51.9 million during the six months ended June 30, ~~2017~~2018 from ~~$59.9~~$57.7 million for the same period in 2016. This increase was primarily due to an increase in rent per occupied square foot to $10.29 for the six months ended June 30, 2017 from $10.13 for the same period in 2016, partially offset by a decrease in the occupancy rate, which was 98.0% as of June 30, 2017 and 98.8% as of June 30, 2016.

Operating lease income from operating properties decreased to $31.9 million during the six months ended June 30, 2017 from $36.9 million for the same period in 2016. The decrease was primarily due to commercial operating property sales since July 1, 2016, partially offset by the execution of new leases. Operating lease income from same store commercial operating properties, defined as commercial operating properties, excluding hotels and marinas, which we owned on or prior to January 1, 2016 and were in service through June 30, 2017, increased to $23.4 million during the six months ended June 30, 2017 as compared to $22.6 million for the same period in 2016. Rent per occupied square foot for same store commercial operating properties was $25.25 for the six months ended June 30, 2017 and $25.35 for the same period in 2016. Occupancy rates for same store commercial operating properties were 73.5% as of June 30, 2017 and 70.7% as of June 30, 2016. Ancillary operating lease income from land and development assets was $0.3 million and $0.2 million during the six months ended June 30, 2017 and 2016, respectively.

~~Interest income decreased to $57.7 million during the six months ended June 30, 2017 from $67.6 million for the same period in 2016.~~2017. The decrease was due primarily to a decrease in the average balance of our performing loans, which decreased to ~~$1.23~~

$1.09 billion in ~~2017~~2018 from ~~$1.59~~$1.23 billion in ~~2016.~~2017. The weighted average yield on our performing loans ~~increased to~~was 9.5% for the six months ended June 30, ~~2017 from 8.4% for the same period in 2016.~~2018 and 2017.

Other income ~~increased~~decreased $115.2 million, or 76.1%, to ~~$151.4~~$36.1 million during the six months ended June 30, ~~2017~~2018 from ~~$21.6~~$151.4 million for the same period in ~~2016.~~2017. Other income during the six months ended June 30, 2018 consisted primarily of income from our hotel properties, other ancillary income from our operating properties and interest income on our cash. Other income during the six months ended June 30, 2017 consisted primarily ~~consisted~~ of interest income and real estate tax reimbursements resulting from the settlement of litigation involving a dispute over the purchase and sale of land ~~(refer to Note11),~~and also included income from our hotel properties and other ancillary income from our operating properties. ~~Other~~The decrease in 2018 was related primarily to the judgment in our favor in 2017 relating to litigation involving a dispute over the purchase and sale of land in 2017, which resulted in $123.4 million of other income during the six months ended June 30, ~~2016 consisted of income from our hotel properties, loan prepayment fees and property tax refunds.~~2017.

Land development revenue and cost of sales—During the six months ended June 30, 2018, we sold land parcels and residential lots and units and recognized land development revenue of $357.4 million which had associated cost of sales of $306.8 million, representing a $50.6 million gross profit. During the six months ended June 30, 2017, we sold residential lots and units and one land parcel ~~totaling 1,250 acres~~ and recognized land development revenue of $152.8 million which had associated cost of sales of $138.4 ~~million. During the six months ended June 30, 2016, we sold residential lots and units and recognized land development revenue of $42.8~~ million, ~~which had associated cost of sales of $28.8 million.~~representing a $14.4 million gross profit. The increase in ~~2017 from 2016~~2018 was primarily ~~due to~~ the ~~resolution~~result of ~~litigation involving a dispute over the purchase and sale of the approximately 1,250 acres of~~two bulk land ~~in Prince George’s County, Maryland, which resulted in us recognizing $114.0 million of land development revenue and $106.3 million of land development cost of sales (refer to Note 11).~~parcel sales.

Costs and expenses—Interest expense decreased $11.6 million, or 11.6%, to ~~$100.0~~$88.4 million during the six months ended June 30, ~~2017~~2018 from ~~$113.1~~$100.0 million for the same period in ~~2016~~2017 due to a decrease in the balance of our average outstanding debt, which decreased to ~~$3.64~~$3.29 billion for the six months ended June 30, ~~2017~~2018 from ~~$4.16~~$3.64 billion for the same period in ~~2016.~~2017, and lower average borrowing costs. Our weighted average cost of debt for the six months ended June 30, 2018 and 2017 was 5.4% and ~~2016 was~~ 5.7% ~~and 5.5%~~, respectively.

Real estate expenses increased $3.0 million, or 4.2%, to ~~$70.3~~$73.2 million during the six months ended June 30, ~~2017~~2018 from ~~$69.6~~$70.3 million for the same period in ~~2016.~~2017. The ~~increase was due~~following table summarizes our real estate expenses by segment ($ in millions).



	Six Months Ended June 30,
	2018		2017		Change			Reason for Change
Net Lease	$	7.4	$	8.6	$	(1.2	)	Sale of net lease assets.
Operating Properties	45.4		44.2		1.2			Slight increase in bad debt expense at one of our commercial operating properties and an increase in legal expenses at one of our residential operating properties.
Land and Development	20.4		17.5		2.9			Increase in marketing and other costs at one of our land and development properties.
Total	$	73.2	$	70.3	$	2.9

Depreciation and amortization decreased $3.6 million, or 14.0%, to ~~expenses for commercial operating properties, which increased to $40.7~~$21.9 million during the six months ended June 30, ~~2017~~2018 from ~~$37.1~~$25.5 million for the same period in 2016. This increase was primarily due to an increase in expenses at certain of our hotel properties, partially offset by property sales since July 1, 2016. This increase was partially offset by a decrease in carry costs and other expenses on our land assets, which decreased to $17.5 million during the six months ended June 30, 2017, from $18.6 million for the same period in 2016. Expenses from same store commercial operating properties, excluding hotels and marinas, decreased to $14.9 million from $15.0 million for the same period in 2016. Expenses associated with residential operating properties decreased to $3.5 million during the six months ended June 30, 2017 from $4.8 million for the same period in 2016 due to the sale of residential units since June 30, 2016. Expenses for net lease assets decreased to $8.6 million during the six months ended June 30, 2017 from $9.1 million for the same period in 2016. Expenses from same store net lease assets was $8.3 million and $7.4 million, respectively, for the six months ended June 30, 2017 and 2016.

~~Depreciation and amortization decreased to $25.5 million during the six months ended June 30, 2017 from $27.6 million for the same period in 2016,~~ primarily due to the sale of net lease and commercial operating properties in since July 1, ~~2016.~~2017.

General and administrative expenses ~~increased~~decreased $0.4 million, or 0.7%, to ~~$52.4~~$52.0 million during the six months ended June 30, ~~2017~~2018 from ~~$42.8~~$52.4 million for the same period in ~~2016, primarily due to a an increase in compensation expense related to performance incentive plans.~~2017. The following table summarizes our general and administrative expenses for the six months ended June 30, 2018 and 2017 (in millions):



	Six Months Ended June 30,
	2018			2017		Change
Payroll and related costs	$	30.8		$	33.7	$	(2.9	)
Performance Incentive Plans⁽¹⁾	10.2		5.0	7.9		2.3
Public company costs	2.9			3.2		(0.3		)
Occupancy costs	2.6			2.6		—
Other	5.5			5.0		0.5
Total	$	52.0		$	52.4	$	(0.4	)


(1)	Represents the fair value of points issued and change in fair value of the plans during the periods presented. Such amounts may increase or decrease over time until the awards are settled. Please refer to Note 14 - Stock-Based Compensation Plans and Employee Benefits for a description of the Performance Incentive Plans.

The ~~net recovery of~~provision for loan losses was ~~$5.5~~$18.0 million during the six months ended June 30, ~~2017~~2018 as compared to a net ~~provision for~~recovery of loan losses of ~~$2.2~~$5.5 million for the same period in ~~2016.~~2017. The provision for loan losses for the six months ended June 30, 2018 was due to a specific reserve of $21.4 million resulting from the resolution of a non-performing loan partially offset by a $3.4 million decrease in the general reserve. The net recovery of loan losses ~~included~~for the six months ended June 30, 2017 was due to a ~~$5.5 million~~ reduction in the general reserve due to an overall improvement in the risk ratings of our loan portfolio. Included in the net provision for the six months ended June 30, 2016 were provisions of $1.2 million in the specific reserve due to one non-performing loan and $1.0 million in the general reserve primarily due to new investment originations and additional fundings and a weakening of risk ratings on certain performing loans, which were offset by payoffs and loans being classified to non-performing status to evaluate for asset-specific reserves.

Impairment of assets was ~~$14.7~~$10.2 million during the six months ended June 30, ~~2017~~2018 and resulted from the exercise of a below-market lease renewal option related to a net lease asset, an impairment on a real estate asset held for sale due to contracts to sell the remaining four condominium units at the property and a land and development asset based upon market comparable sales. During the six months ended June 30, 2017, we recorded an aggregate impairment of $14.7 million resulting primarily from an impairment on a land and development asset due to a change in our exit strategy and an impairment on a real estate asset held for sale due to shifting demand in the local condominium market along with a change in our exit strategy. ~~During the six months ended June 30, 2016, we recorded an impairmentof $3.0 million on a residential property resulting from a slowdown in the local condominium real estate market.~~

Other expense ~~increased~~decreased to ~~$18.1~~$4.9 million during the six months ended June 30, ~~2017~~2018 from ~~$3.9~~$18.1 million for the same period in ~~2016.~~2017. The ~~increase~~decrease was primarily the result of paying organization and offering costs associated with the initial public offering of SAFE (refer to Note 7) ~~recorded~~ during the six months ended June 30, 2017.

Loss on early extinguishment of debt, net—During the six months ended June 30, 2018 and 2017, we incurred losses on early extinguishment of debt of $2.5 million and $3.3 million, respectively. During the six months ended June 30, 2018 we incurred losses on early extinguishment of debt resulting from repayments of our 2016 Senior Term Loan prior to its modification and the

modification and upsize of our 2016 Senior Term Loan. During the six months ended June 30, 2017 we incurred losses on early extinguishment of debt resulting from repayments of unsecured notes prior to maturity and the repricing of our 2016 Senior Secured Credit Facility. ~~During the six months ended June 30, 2016, we incurred losses on the early extinguishment of debt related to repayments of secured facilities and unsecured notes prior to maturity.~~

Earnings (losses) from equity method investments—Earnings (losses) from equity method investments decreased $15.2 million to ~~$11.2~~$(3.9) million during the six months ended June 30, ~~2017~~2018 from ~~$47.7~~$11.2 million for the same period in ~~2016.~~2017. During the six months ended June 30, 2018, we recognized $4.1 million related to operations at our Net Lease Venture (which we consolidate as of June 30, 2018), $2.2 million from our equity method investment in SAFE and $10.2 million was aggregate losses from our remaining equity method investments inclusive of a $10.0 million impairment on a foreign equity method investment due to local market conditions. During the six months ended June 30, 2017, we recognized $2.9 million primarily from profit participations on a land development venture, $4.3 million related to sales activity on a land development venture, $2.0 million related to operations at our Net Lease Venture and $2.0 million was aggregate income from our remaining equity method investments. ~~During the six months ended~~

Gain on consolidation of equity method investment—On June 30, ~~2016,~~2018, we ~~recognized $32.3 million primarily from~~gained control of the ~~sale~~Net Lease Venture when its investment period expired. As a result, as of June 30, 2018, we consolidated the assets and liabilities of the venture, which had previously been accounted for as an equity method ~~investment in~~investment. We recorded a ~~commercial operating property, $13.4~~gain of $67.9 million ~~related to sales activity on~~as a ~~land development venture, $1.9 million related to leasing operations at our Net Lease Venture and $0.1 million was aggregate income from our remaining equity method investments.~~result of the consolidation.

Income tax ~~(expense) benefit~~expense—~~An income~~Income tax expense of ~~$2.3~~$0.2 million was recorded during the six months ended June 30, ~~2017~~2018 as compared to ~~an income tax benefit of $1.6~~$2.3 million for the same period in ~~2016.~~2017. The income tax expense for the six months ended June 30, 2018 primarily related to state margins taxes and other minimum state franchise taxes. The income tax expense in for the six months ended June 30, 2017 primarily related to federal alternative minimum taxes on REIT taxable income generated by the ~~settlement of~~favorable litigation onaward over the purchase and sale of aapproximately 1,250 acres of land ~~parcel. The income tax benefit for the six months ended June 30, 2016 primarily related to taxable losses generated by sales of certain TRS properties.~~in Prince George’s County, Maryland.

Discontinued Operations—~~During the six months ended June 30,~~In April 2017, institutional investors acquired a controlling interest in our GLGround Lease business through the merger of one of our subsidiaries and related transactions. We received total consideration of $340.0 million, including $113.0 million in cash, including $55.5 million that we contributed to SAFE in its initial capitalization, and the proceeds from the $227.0 million 2017 Secured Financing (refer to Note 10). We had a carrying value of approximately $161.1 million in our GL assets and recognized a gain from discontinued operations of $123.4 million, reflecting the aggregate gain less the fair value of our retained interest in SAFE. Income from discontinued operations represents the operating results from the 12 properties comprising our GLGround Lease business.

Income from sales of real estate—~~During~~Income from sales of real estate increased to $73.9 million during the six months ended June 30, ~~2017, we sold net lease and operating properties and recognized~~2018 from $9.0 million for the same period in 2017. The following table presents our income from sales of real ~~estate. During the six months ended June 30, 2016, we sold commercial operating properties resulting~~estate by segment ($ in ~~income of $25.9 million, residential condominiums resulting in income of $18.8 million and net lease assets resulting in income of $9.2 million.~~millions).



	Six Months Ended June 30,
	2018		2017
Net Lease	$	24.9	$	6.2
Operating Properties	49.0		2.8
Total	$	73.9	$	9.0

Adjusted Income

In addition to net income (loss) prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP"), we use adjusted income, a non-GAAP financial measure, to measure our operating performance. Adjusted income is used internally as a supplemental performance measure adjusting for certain non-cash GAAP measures to give management a view of income more directly derived from current period activity. ~~Until the second quarter 2016, adjusted~~Adjusted income ~~was~~is calculated as net income (loss) allocable to common shareholders, prior to the effect of depreciation and amortization, provision for (recovery of) loan losses, impairment of assets, stock-based compensation expense, ~~and~~ the non-cash portion of gain (loss) on early extinguishment of ~~debt. Effective in the second quarter 2016, we modified our presentation of~~debt and is adjusted ~~income to reflect~~for the effect of gains or losses on charge-offs and dispositions on carrying value gross of loan loss reserves and impairments ("Adjusted Income"). In the third quarter 2017, we modified our presentation of Adjusted Income to exclude the effect of the amount of the liquidation preference that was recorded as a premium above book value on the redemption of preferred stock and the imputed non-cash interest expense recognized for the conversion feature of our senior convertible notes (refer to Note 10). Adjusted Income includes the impact to retained earnings (income that would have been recognized in prior periods had the accounting standards been effective during those prior periods) resulting from the adoption of new accounting standards on January 1, 2018 (refer to Note 3).

Adjusted Income should be examined in conjunction with net income (loss) as shown in our consolidated statements of operations. Adjusted Income should not be considered as an alternative to net income (loss) (determined in accordance with GAAP), or to cash flows from operating activities (determined in accordance with GAAP), as a measure of our liquidity, nor is Adjusted Income indicative of funds available to fund our cash needs or available for distribution to shareholders. Rather, Adjusted Income is an additional measure we use to analyze our business performance because it excludes the effects of certain non-cash charges that we believe are not necessarily indicative of our operating performance while including the effect of gains or losses on investments when realized. It should be noted that our manner of calculating Adjusted Income may differ from the calculations of similarly-titled measures by other companies.


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended June 30,							For the Six Months Ended June 30,
	2017			2016			2017			2016			2018				2017			2018			2017
	(in thousands)												(in thousands)
Adjusted Income
Net income allocable to common shareholders	$	177,467		$	38,112		$	150,365		$	16,933		$	42,873			$	177,467		$	69,680		$	150,365
Add: Depreciation and amortization⁽¹⁾	15,620			17,335			30,672			34,508			15,511				15,620			35,582			30,672
Add: (Recovery of) provision for loan losses	(600		)	700			(5,528		)	2,206
Add (Less): Provision for (recovery of) loan losses													18,892				(600		)	18,037			(5,528		)
Add: Impairment of assets⁽²⁾	10,284			3,012			14,696			3,927			16,680				10,284			20,780			14,696
Add: Stock-based compensation expense	3,915			1,633			9,796			6,211			3,503				3,915			12,593			9,796
Add: Loss on early extinguishment of debt, net	565			1,457			775			1,582			2,164				565			2,536			775
Less: Losses on charge-offs and dispositions⁽³⁾	(8,811		)	(1,148		)	(14,127		)	(4,563		)
Less: Participating Security allocation	—			(12		)	—			(28		)
Add: Non-cash interest expense on senior convertible notes													1,176			—	—			2,336			—
Add: Impact from adoption of new accounting standards⁽³⁾													—				—			75,869			—
Less: Losses on charge-offs and dispositions⁽⁴⁾													(57,153		)		(8,811		)	(61,460		)	(14,127		)
Adjusted income allocable to common shareholders	$	198,440		$	61,089		$	186,649		$	60,776		$	43,646			$	198,440		$	175,953		$	186,649


(1)	Depreciation and amortization also includes our proportionate share of depreciation and amortization expense for equity method investments (including from the adoption of ASU 2017-05) and excludes the portion of depreciation and amortization expense allocable to noncontrolling interests.


(2)	For the three and six months ended June 30, ~~2016,~~2018, impairment of assets includes impairments on ~~cost and~~ equity method investments recorded in ~~"Other income" and "Earnings~~earnings (losses) from equity method ~~investments," respectively, in our consolidated statements of operations.~~investments.


(3)	Represents an increase to retained earnings on January 1, 2018 upon the adoption of ASU 2017-05 (refer to Note 3).


(4)	Represents the impact of charge-offs and dispositions realized during the period. These charge-offs and dispositions were on assets that were previously impaired for GAAP and reflected in net income but not Adjusted Income.

Liquidity and Capital Resources

~~As of June 30, 2017, we had unrestricted cash of $954.3 million.~~ During the three months ended June 30, ~~2017,~~2018, we invested ~~$200.6~~$252.4 million ~~associated with~~into new investments, prior financing commitments ~~as well as~~and ongoing development during the quarter. Total investments included ~~$82.1~~$197.7 million in lending and other investments, ~~$29.2~~$36.0 million to develop our land and development assets, $2.2 million to invest in net lease assets and ~~$89.3~~$16.5 million of capital to reposition or redevelop our operating ~~properties and invest in net lease assets.~~properties. Also during the three months ended June 30, ~~2017,~~2018, we generated ~~$440.6~~$605.0 million of proceeds from loan repayments and asset sales within our portfolio, comprised of ~~$219.1~~$377.3 million from real estate finance, ~~$9.3~~$112.6 million from operating properties, ~~$66.7~~$36.9 million from net lease assets, ~~$139.2~~$77.7 million from land and development assets and ~~$6.3~~$0.5 million from other investments. These amounts are inclusive of fundings and proceeds from both consolidated investments and our pro rata share from equity method investments.

The following table outlines our capital expenditures on ~~real estate~~operating properties, net lease and land and development assets as reflected in our consolidated statements of cash flows, by segment ($ in thousands):


	For the Six Months Ended June 30,				For the Six Months Ended June 30,
	2017		2016		2018		2017
Operating Properties	$	14,957	$	33,367	$	15,951	$	14,957
Net Lease	1,389		2,307		1,854		1,389
Total capital expenditures on real estate assets	$	16,346	$	35,674	$	17,805	$	16,346

Land and Development	$	53,894	$	58,961	$	61,577	$	53,894
Total capital expenditures on land and development assets	$	53,894	$	58,961	$	61,577	$	53,894

As of June 30, 2018, we had unrestricted cash of $1,039.6 million. Our primary cash uses over the next 12 months are expected to be ~~repayments of debt,~~ funding of investments, capital expenditures and funding ongoing business operations. Over the next 12 months, we currently expect to fund ~~in the range of~~

approximately ~~$175.0~~$150.0 million to ~~$225.0~~$200.0 million of capital expenditures within our portfolio. The majority of these amounts relate to our land and development projects and operating properties ~~business segments~~ and include multifamily and residential development activities which are expected to include approximately ~~$50.0~~$135.0 million in vertical construction. The amount spent will depend on the pace of our development activities as well as the extent to which we strategically partner with others to complete these projects. As of June 30, ~~2017,~~2018, we also had approximately ~~$388.6~~$539.5 million of maximum unfunded commitments associated with our investments of which we expect to fund the majority of over the next two years, assuming borrowers and tenants meet all milestones, performance hurdles and all other conditions to fundings (see "Unfunded Commitments" below). Our capital sources to meet cash uses through the next 12 months and beyond ~~will primarily be~~are expected to include ~~capital raised through debt and/or equity capital raising transactions,~~ cash on hand, income from our portfolio, loan repayments from borrowers and proceeds from asset sales.

We cannot predict with certainty the specific transactions we will undertake to generate sufficient liquidity to meet our obligations as they come due. We will adjust our plans as appropriate in response to changes in our expectations and changes in market conditions. While economic trends have stabilized, it is not possible for us to predict whether these trends will continue or to quantify the impact of these or other trends on our financial results.

Contractual Obligations—The following table outlines the contractual obligations related to our long-term debt obligations, loan participations payable and operating lease obligations as of June 30, ~~2017~~2018 (refer to Note 10 to the consolidated financial statements).


	Amounts Due By Period												Amounts Due By Period
	Total		Less Than 1 Year		1 - 3 Years		3 - 5 Years		5 - 10 Years		After 10 Years		Total		Less Than 1 Year		1 - 3 Years		3 - 5 Years		5 - 10 Years		After 10 Years
	(in thousands)												(in thousands)
Long-Term Debt Obligations:
Unsecured notes(1)	$	2,570,000	$	550,000	$	1,370,000	$	650,000	$	—	$	—	$	2,507,500	$	—	$	1,170,000	$	1,337,500	$	—	$	—
Secured credit facilities	498,750		5,000		10,000		483,750		—		—		650,000		4,875		13,000		632,125		—		—
Mortgages	225,624		17,916		39,703		118,190		49,815		—		670,872		106,990		88,368		271,554		187,431		16,529
Trust preferred securities	100,000		—		—		—		—		100,000		100,000		—		—		—		—		100,000
Total principal maturities	3,394,374		572,916		1,419,703		1,251,940		49,815		100,000		3,928,372		111,865		1,271,368		2,241,179		187,431		116,529
Interest Payable⁽¹⁾⁽²⁾	522,435		172,191		221,258		89,214		15,634		24,138		749,234		192,722		309,910		170,984		45,003		30,615
Loan Participations Payable⁽²⁾⁽³⁾	107,842		102,461		5,381		—		—		—		14,938		—		14,938		—		—		—
Operating Lease Obligations	20,414		5,766		7,973		3,761		2,914		—		15,666		4,419		7,042		1,982		2,223		—
Total	$	4,045,065	$	853,334	$	1,654,315	$	1,344,915	$	68,363	$	124,138	$	4,708,210	$	309,006	$	1,603,258	$	2,414,145	$	234,657	$	147,144


(1)	In July 2018, we redeemed $273.0 million of unsecured notes due July 2019.


(2)	Variable-rate debt assumes 1-month LIBOR of ~~1.22%~~2.09% and 3-month LIBOR of ~~1.30%~~2.34% that were in effect as of June 30, ~~2017.~~2018. Interest payable does not include interest that may be payable under our derivatives.


~~(2)~~(3)	Refer to Note 9 to the consolidated financial statements.

~~2017 Secured Financing~~—In March 2017, we (through wholly-owned subsidiaries conducting our GL business) entered into a $227.0 million secured financing transaction (the "2017 Secured Financing") that accrued interest at 3.795% and matures in April 2027. The 2017 Secured Financing was collateralized by the 12 properties comprising our GL business, including seven GLs and one master lease (covering the accounts of five properties). In connection with the 2017 Secured Financing, we incurred $7.3 million of lender and third-party fees, substantially all of which was capitalized in "Debt obligations, net" on our consolidated balance sheets. In April 2017, we derecognized the 2017 Secured Financing when third parties acquired a controlling interest in the Company's GL business (refer to Note 4).

~~2016 Secured Term Loan~~—In December 2016, we arranged a $170.0 million delayed draw secured term loan (the "2016 Secured Term Loan"). We allowed the 2016 Secured Term Loan to expire and replaced the 2016 Secured Term Loan with the 2017 Secured Financing. The 2016 Secured Term Loan was collateralized by the 12 properties that served as collateral for the 2017 Secured Financing.

~~2016 Senior Secured Credit Facility~~—In June 2016, we entered into a senior secured credit facility of $450.0 million (the "2016 Senior Secured Credit Facility"). In August 2016, we upsized the facility to $500.0 million. The initial $450.0 million of the 2016 Senior Secured Credit Facility was issued at 99% of par and the upsize was issued at par. The 2016 Senior Secured Credit Facility initially accrued interest at a floating rate of LIBOR plus 4.50% with a 1.00% LIBOR floor. In January 2017, we repriced the 2016 Senior Secured Credit Facility to LIBOR plus 3.75% with a 1.00% LIBOR floor. The 2016 Senior Secured Credit Facility is collateralized 1.25x by a first lien on a fixed pool of assets. Proceeds from principal repayments and sales of collateral are applied to amortize the 2016 Senior Secured Credit Facility. Proceeds received for interest, rent, lease payments and fee income are retained by us. We may also make optional prepayments, subject to prepayment fees, and are required to repay 0.25% of the

principal amount on the first business day of each quarter beginning on October 3, 2016. Proceeds from the 2016 Senior Secured Credit Facility, together with cash on hand, were primarily used to repay other secured debt.

~~2015 Secured Revolving Credit Facility~~—In March 2015, we entered into a secured revolving credit facility with a maximum capacity of $250.0 million (the "2015 Secured Revolving Credit Facility"). Borrowings under this credit facility bear interest at a floating rate indexed to one of several base rates plus a margin which adjusts upward or downward based upon our corporate credit rating. An undrawn credit facility commitment fee ranges from 0.375% to 0.50%, based on average utilization each quarter. Commitments under the revolving facility mature in March 2018. At maturity, we may convert outstanding borrowings to a one-year term loan which matures in quarterly installments through March 2019. As of June 30, 2017, based on our borrowing base of assets, we had $234.6 million of borrowing capacity available under the 2015 Secured Revolving Credit Facility.

~~Unsecured Notes~~—In March 2017, we issued $375.0 million principal amount of 6.00% senior unsecured notes due April 2022. Proceeds from the offering were primarily used to repay in full the $99.7 million principal amount of 5.85% senior unsecured notes due March 2017 and repay in full the $275.0 million principal amount of 9.00% senior unsecured notes due June 2017. In March 2016, we repaid our $261.4 million principal amount of 5.875% senior unsecured notes at maturity using available cash. In addition, we issued $275.0 million principal amount of 6.50% senior unsecured notes due July 2021. Proceeds from the offering were primarily used to repay $5.0 million of the 2015 Secured Revolving Credit Facility, pay related financing costs, and repay in full the $265.0 million principal amount of senior unsecured notes due July 2016.

~~Encumbered/Unencumbered~~Collateral Assets—The carrying value of our ~~encumbered and unencumbered~~ assets that are directly pledged or are held by subsidiaries whose equity is pledged as collateral to secure our obligations under our secured debt facilities are as follows, by asset type ~~are as follows~~ ($ in thousands):


	As of								As of
	June 30, 2017				December 31, 2016				June 30, 2018				December 31, 2017
	Encumbered Assets		Unencumbered Assets		Encumbered Assets		Unencumbered Assets		Collateral Assets⁽¹⁾		Non-Collateral Assets		Collateral Assets⁽¹⁾		Non-Collateral Assets
Real estate, net	$	871,613	$	471,369	$	881,212	$	506,062	$	1,583,330	$	331,669	$	795,321	$	486,710
Real estate available and held for sale	—		68,045		—		237,531		—		37,597		20,069		48,519
Land and development, net	25,100		830,397		35,165		910,400		10,100		631,527		25,100		835,211
Loans receivable and other lending investments, net⁽²⁾⁽³⁾	137,722		943,592		172,581		1,142,050		523,425		528,812		194,529		1,021,340
Other investments	—		276,821		—		214,406		—		293,017		—		321,241
Cash and other assets	—		1,200,845		—		590,299		—		1,418,055		—		898,252
Total	$	1,034,435	$	3,791,069	$	1,088,958	$	3,600,748	$	2,116,855	$	3,240,677	$	1,035,019	$	3,611,273

(1)

The 2016 Senior Term Loan and the 2015 Revolving Credit Facility are secured only by pledges of equity of certain of our subsidiaries and not by pledges of the assets held by such subsidiaries. Such subsidiaries are subject to contractual restrictions under the terms of such credit facilities, including restrictions on incurring new debt (subject to certain exceptions). As of June 30, ~~2017~~2018, Collateral Assets includes $423.6 million carrying value of assets held by entities pledged as collateral for the $325.0 million 2015 Revolving Credit Facility that is fully undrawn as of June 30, 2018.


(2)	As of June 30, 2018 and December 31, ~~2016,~~2017, the amounts presented exclude general reserves for loan losses of ~~$17.8~~$14.1 million and ~~$23.3~~$17.5 million, respectively.

~~respectively.~~


~~(2)~~(3)	As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the amounts presented exclude loan participations of ~~$107.1~~$14.7 million and ~~$159.1~~$102.3 million, respectively.

Debt Covenants—Our outstanding unsecured debt securities contain corporate level covenants that include a covenant to maintain a ratio of unencumbered assets to unsecured indebtedness of at least 1.2x and a covenant not to incur additional indebtedness (except for incurrences of permitted debt), if on a pro forma basis our consolidated fixed charge coverage ratio, determined in accordance with the indentures governing our debt securities, is 1.5x or lower. If any of our covenants are breached and not cured within applicable cure periods, the breach could result in acceleration of our debt securities unless a waiver or modification is agreed upon with the requisite percentage of the bondholders. If our ability to incur additional indebtedness under the fixed charge coverage ratio is limited, we are permitted to incur indebtedness for the purpose of refinancing existing indebtedness and for other permitted purposes under the indentures.

The 2016 Senior ~~Secured Credit Facility~~Term Loan and the 2015 ~~Secured~~ Revolving Credit Facility contain certain covenants, including covenants relating to collateral coverage, ~~dividend payments,~~ restrictions on fundamental changes, transactions with affiliates, matters relating to the liens granted to the lenders and the delivery of information to the lenders. In particular, the 2016 Senior ~~Secured Credit Facility~~Term Loan requires us to maintain collateral coverage of at least 1.25x outstanding borrowings on the facility. The 2015 ~~Secured~~ Revolving Credit Facility is secured by a borrowing base of assets and requires us to maintain both ~~collateral coverage~~borrowing base asset value of at least 1.5x outstanding borrowings on the facility and a consolidated ratio of cash flow to fixed charges of at least 1.5x. The 2015 ~~Secured~~ Revolving Credit Facility does not require that proceeds from the borrowing base be used to pay down outstanding borrowings provided the ~~collateral coverage~~borrowing base asset value remains at least 1.5x outstanding borrowings on the facility. To satisfy this covenant, we have the option to pay down outstanding borrowings or substitute assets in the borrowing base. In ~~addition, for~~June 2018, we amended the terms of the 2016 Senior Term Loan and the 2015 Revolving Credit Facility to include the ability to pay common dividends with no restrictions so long as we ~~maintain our qualification as a REIT, the 2016 Senior Secured Credit Facility and the 2015 Secured Revolving Credit Facility permit us to distribute 100%~~are not in default on any of our ~~REIT taxable income on an annual basis (prior to deducting certain cumulative NOL carryforwards).~~debt obligations.

Derivatives—Our use of derivative financial instruments is primarily limited to the utilization of interest rate swaps, interest rate caps or other instruments to manage interest rate risk exposure and foreign exchange contracts to manage our risk to changes in foreign currencies. Refer to Note 12 to the consolidated financial statements.

Off-Balance Sheet Arrangements—We are not dependent on the use of any off-balance sheet financing arrangements for liquidity. We have made investments in various unconsolidated ventures. Refer to Note 7 to the consolidated financial statements for further details of our unconsolidated investments. Our maximum exposure to loss from these investments is limited to the carrying value of our investments and any unfunded commitments (see below).

Unfunded Commitments—We generally fund construction and development loans and build-outs of space in net lease assets over a period of time if and when the borrowers and tenants meet established milestones and other performance criteria. We refer to these arrangements as Performance-Based Commitments. In addition, we sometimes establish a maximum amount of additional funding which we will make available to a borrower or tenant for an expansion or addition to a project if we approve of the expansion or addition in our sole discretion. We refer to these arrangements as Discretionary Fundings. Finally, we have committed to invest capital in several real estate funds and other ventures. These arrangements are referred to as Strategic Investments. As of June 30, ~~2017~~2018, the maximum amounts of the fundings we may make under each category, assuming all performance hurdles and milestones are met under the Performance-Based Commitments ~~that we approve all Discretionary Fundings~~ and that 100% of our capital committed to Strategic Investments is drawn down, are as follows (in thousands):


	Loans and Other Lending Investments⁽¹⁾		Real Estate		Other Investments		Total		Loans and Other Lending Investments⁽¹⁾		Real Estate		Other Investments		Total
Performance-Based Commitments	$	313,615	$	7,886	$	21,420	$	342,921	$	505,345	$	9,774	$	15,024	$	530,143
Strategic Investments	—		—		45,634		45,634		—		—		9,322		9,322
Total⁽²⁾	$	313,615	$	7,886	$	67,054	$	388,555	$	505,345	$	9,774	$	24,346	$	539,465


(1)	Excludes ~~$130.3~~$35.1 million of commitments on loan participations sold that are not our obligation.


~~(2)~~	~~We did not have any Discretionary Fundings as of June 30, 2017.~~

Stock Repurchase Program—~~In February 2016, after having substantially utilized the remaining availability previously authorized, our Board of Directors authorized a new $50.0 million stock~~We may repurchase ~~program. After having substantially utilized the availability authorized~~shares in February 2016, our Board of Directors authorized an increase to the stock repurchase program to $50.0 million, effective August 4, 2016. The program authorizes the repurchase of common stock from time to time innegotiated transactions or open market ~~and privately negotiated purchases,~~transactions, including ~~pursuant to~~through one or more trading plans. ~~We did not repurchase any shares of common stock during the six months ended June 30, 2017.~~ During the six months ended June 30, ~~2016,~~2018, we repurchased ~~9.5~~0.8 million shares of our outstanding common stock for ~~$91.8~~$8.3 million, atrepresenting an average cost of ~~$9.71~~$10.22 per share. As of June 30, ~~2017,~~2018, we had remaining authorization to repurchase up to ~~$50.0~~$41.7 million of common stock under our stock repurchase program.

Critical Accounting Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and judgments in certain circumstances that affect amounts reported as assets, liabilities, revenues and expenses. We have established detailed policies and control procedures intended to ensure that valuation methods, including any judgments made as part of such methods, are well controlled, reviewed and applied consistently from period to period. We base our estimates on historical corporate and industry experience and various other assumptions that we believe to be appropriate under the circumstances. For all of these estimates, we caution that future events rarely develop exactly as forecasted, and, therefore, routinely require adjustment.

~~On January 1, 2017, we adopted Accounting Standards Update ("ASU") 2016-09,~~ ~~Compensation - Stock Compensation, Improvements~~For a discussion of our critical accounting policies, refer to ~~Employee Share-Based Payment Accounting,~~ ~~which simplified several aspects of~~Note 3 to the accounting for share-based payment transactions, including income tax, classification of awards as either equity or liabilities and classification on the statement of cash flows. The adoption did not have a material impact on our consolidated financial ~~statements.~~

~~As of June 30,~~statements and our 2017 ~~the remainder of our significant accounting policies, which are detailed in our 2016~~ Annual Report ~~have not changed materially.~~on Form 10-K.

New Accounting Pronouncements—For a discussion of the impact of new accounting pronouncements on our financial condition or results of operations, refer to Note 3 to the consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market Risks

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. In pursuing our business plan, the primary market risk to which we are exposed is interest rate risk. Our operating results will depend in part on the difference between the interest and related income earned on our assets and the interest expense incurred in connection with our interest-bearing liabilities. Changes in the general level of interest rates prevailing in the financial markets will affect the spread between our floating rate assets and liabilities subject to the net amount of floating rate assets/liabilities and the impact of interest rate floors and caps. Any significant compression of the spreads between interest-earning assets and interest-bearing liabilities could have a material adverse effect on us.

In the event of a significant rising interest rate environment or economic downturn, defaults could increase and cause us to incur additional credit losses which would adversely affect our liquidity and operating results. Such delinquencies or defaults would likely have a material adverse effect on the spreads between interest-earning assets and interest-bearing liabilities. In addition, an increase in interest rates could, among other things, reduce the value of our fixed-rate interest-bearing assets and our ability to realize gains from the sale of such assets.

Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control. We monitor the spreads between our interest-earning assets and interest-bearing liabilities and may implement hedging strategies to limit the effects of changes in interest rates on our operations, including engaging in interest rate swaps, interest rate caps and other interest rate-related derivative contracts. Such strategies are designed to reduce our exposure, on specific transactions or on a portfolio basis, to changes in cash flows as a result of interest rate movements in the market. We do not enter into derivative contracts for speculative purposes or as a hedge against changes in our credit risk or the credit risk of our borrowers.

While a REIT may utilize derivative instruments to hedge interest rate risk on its liabilities incurred to acquire or carry real estate assets without generating non-qualifying income, use of derivatives for other purposes will generate non-qualified income for REIT income test purposes. This includes hedging asset related risks such as credit and interest rate exposure on our loan assets. As a result our ability to hedge these types of risks is limited. There can be no assurance that our profitability will not be materially adversely affected during any period as a result of changing interest rates.

The following table quantifies the potential changes in annual net income, assuming no change in our interest earning assets or interest bearing liabilities, should interest rates increase or decrease by 10, 50 or 100 ~~basis points or decrease by 10~~ basis points, assuming no change in the shape of the yield curve (i.e., relative interest rates). The base interest rate scenario assumes the one-month LIBOR rate of ~~1.22%~~2.09% as of June 30, ~~2017.~~2018. Actual results could differ significantly from those estimated in the table.

Estimated Change In Net Income

($ in thousands)


Change in Interest Rates	Net Income⁽¹⁾			Net Income⁽¹⁾
-100 Basis Points				$	(10,392	)
-50 Basis Points				(5,393		)
-10 Basis Points	$	(1,003	)	(1,100		)
Base Interest Rate	—			—
+10 Basis Points	1,003			1,118
+50 Basis Points	5,015			5,594
+100 Basis Points	10,030			11,189

(1)

We have an overall net variable-rate asset position, which results in an increase in net income when rates increase and a decrease in net income when rates decrease. As of June 30, ~~2017, $459.9~~2018, $436.6 million of our floating rate loans have a cumulative weighted average interest rate floor of ~~0.3% and $606.6 million of our floating rate debt has a cumulative weighted average interest rate floor of 0.9%~~0.7%.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company has formed a disclosure committee that is responsible for considering the materiality of information and determining the disclosure obligations of the Company on a timely basis. The disclosure committee reports directly to the Company's Chief Executive Officer and Chief Financial Officer.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the disclosure committee and other members of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) or Rule 15d-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

There have been no changes during the last fiscal quarter in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company's periodic reports.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company and/or one or more of its subsidiaries is party to various pending litigation matters that are considered ordinary routine litigation incidental to ~~its~~the Company's business as a finance and investment company focused on the commercial real estate ~~and real estate related business activities,~~industry, including ~~loan foreclosure and~~ foreclosure-related proceedings. ~~In addition to such matters, the~~The Company believes it is not a party to, nor are any of its properties the ~~following~~subject of, any pending legal ~~proceedings:~~

~~U.S. Home Corporation ("Lennar") v. Settlers Crossing, LLC, et al. (United States District Court for the District of Maryland, Civil Action No. DKC 08-1863)~~

~~This litigation involved~~proceeding that would have a dispute over the purchase and sale of approximately 1,250 acres of land in Prince George’s County, Maryland. Following a trial, in January 2015, the United States District Court for the District of Maryland (the District Court) entered judgment in favor of the Company, finding that the Company was entitled to specific performance of the purchase and sale agreement and awarding the Company the aggregate amount of: (i) the remaining unpaid purchase price; plus (ii) simple interestmaterial adverse effect on the unpaid amount at a rate of 12% annually from 2008; plus (iii) real estate taxes paid by the Company; plus (iv) actual and reasonable attorneys' fees and costs incurred by the Company in connection with the litigation. Lennar appealed the District Court's judgment. On April 12, 2017, the United States Court of Appeals for the Fourth Circuit affirmed the judgment of the District Court in its entirety. Lennar’s petition for rehearing ~~en banc~~ ~~was summarily denied.~~

On April 21, 2017, we and Lennar completed the transfer of the land, pursuant to which we conveyed the land to Lennar and received net proceeds of $234.1 million after payment of $3.3 million in documentary transfer taxes, consisting of $114.0 million of sales proceeds, $121.8 million of interest and $1.6 million of real estate tax reimbursements. The amount of attorneys’ fees and costs to be recovered by us will be determined through further proceedings before the District Court. We have applied for attorney’s fees in excess of $17.0 million. A portion of the net proceeds received by us has been paid to the third party which holds a 4.3% participation interest in all proceeds received by us.Company’s consolidated financial statements.

Item 1a. Risk Factors

There were no material changes from the risk factors previously disclosed in ~~the Company's 2016~~our 2017 Annual Report.

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

The following table sets forth the information with respect to purchases made by us or on our behalf of ~~the Company of its~~our common stock during the three months ended June 30, ~~2017.~~2018.

Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Plan
Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans⁽¹⁾
April 1 to April 30 —
$ —
—
$ 50,000,000
May 1 to May 31 —
$ —
—
$ 50,000,000
June 1 to June 30 —
$ —
—
$ 50,000,000



	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan	Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans⁽¹⁾
April 1 to April 30	—	$	—	—	$	—
May 1 to May 31	—	$	—	—	$	—
June 1 to June 30	—	$	—	—	$	—

(1)

~~In August 2016, the Company's Board of Directors authorized an increase to $50.0 million~~We may repurchase shares in ~~the stock repurchase program. The program authorizes the repurchase of common stock from time to time in~~negotiated transactions or open market ~~and privately negotiated purchases,~~transactions, including ~~pursuant to~~through one or more trading plans. ~~There is no fixed expiration date to this stock repurchase program.~~

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

INDEX TO EXHIBITS



Exhibit Number	Document Description
10.1**	~~Management Agreement, dated as of June 27, 2017, among SFTY Manager LLC, Safety, Income and Growth, Inc. and Safety Income and Growth Operating Partnership LP.~~
10.2**	~~Exclusivity and Expense Reimbursement Agreement, dated as of June 27, 2017, among iStar Inc. and Safety, Income and Growth, Inc.~~
10.3**	~~Registration Rights Agreement, dated as of June 27, 2017, between iStar Inc. and Safety, Income and Growth, Inc.~~
10.4**	~~Option Purchase Agreement, dated as of June 27, 2017, between iStar Inc. and Safety Income and Growth Operating Partnership LP.~~
31.0	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act.
32.0	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act.
101*	The following financial information from the Company's Quarterly Report on Form 10-Q for the period ended June 30, ~~2017~~2018 is formatted in XBRL ("eXtensible Business Reporting Language"): (i) the Consolidated Balance Sheets (unaudited) as of June 30, ~~2017 (unaudited)~~2018 and December 31, ~~2016,~~2017, (ii) the Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, (iii) the Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, (iv) the Consolidated Statements of Changes in Equity (unaudited) for the six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, (v) the Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, ~~2017~~2018 and ~~2016~~2017 and (vi) the Notes to the Consolidated Financial Statements (unaudited).


*	In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934 and otherwise is not subject to liability under these sections.


**	~~Incorporated by reference t the Current Report on Form 8-K filed by Safety, Income and Growth, Inc. on July 3, 2017 with the Securities and Exchange Commission. (File No. 001-38122)~~

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		iStar Inc. Registrant
Date:	August ~~4, 2017~~2, 2018	/s/ JAY SUGARMAN
		Jay Sugarman Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)

		iStar Inc. Registrant
Date:	August ~~4, 2017~~2, 2018	/s/ ~~GEOFFREY G. JERVIS~~ANDREW C. RICHARDSON
		~~Geoffrey G. Jervis~~Andrew C. Richardson ~~Chief Operating Officer and~~ Chief Financial Officer (principal financial and accounting officer)

6360



	Revenues		Expenses			Net Income Attributable to Parent Entities
For the Six Months Ended June 30, 2017
Marina Palms	$	31,847	$	(19,771	)	$	12,076

For the Six Months Ended June 30, 2016
Marina Palms	$	87,494	$	(47,764	)	$	39,730



		Amount of Gain (Loss) Recognized in Income
	Location of Gain (Loss) Recognized in Income	For the Three Months Ended June 30,						For the Six Months Ended June 30,
Derivatives not Designated in Hedging Relationships	Location of Gain (Loss) Recognized in Income	2017			2016			2017			2016
Interest rate cap	Other Expense	$	(41	)	$	(252	)	$	6		$	(1,055	)
Foreign exchange contracts	Other Expense	(645		)	523			(769		)	341



Derivative Type	Notional Amount		Notional (USD Equivalent)		Maturity
Sells Indian rupee ("INR")/Buys USD Forward	₨	350,000	$	5,344	July 2017



Net Lease Statistics⁽¹⁾
	June 30, 2017		December 31, 2016
Square feet (mm)⁽²⁾	15,959		17,214
Leased %	99	%	98	%
Weighted average lease term (years)⁽³⁾	11.5		14.7
Yield	8.1	%	8.4	%



Commercial Operating Property Statistics
($ in millions)
	Stabilized Operating⁽¹⁾						Transitional Operating⁽¹⁾						Total
	June 30, 2017			December 31, 2016			June 30, 2017			December 31, 2016			June 30, 2017			December 31, 2016
Gross book value ($mm)⁽²⁾	$	343		$	337		$	198		$	189		$	541		$	526
Occupancy⁽³⁾	87		%	86		%	59		%	54		%	77		%	74		%
Yield	8.5		%	8.5		%	3.8		%	1.5		%	6.9		%	5.5		%