Northstar Realty Finance 10Q 2008 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

Commission File Number: 001-32330

NORTHSTAR REALTY FINANCE CORP.
(Exact Name of Registrant as Specified in its Charter)


Maryland (State or Other Jurisdiction of Incorporation or Organization)		11-3707493 (IRS Employer Identification No.)

399 Park Avenue, 18th Floor New York, NY 10022
(Address of Principal Executive Offices, Including Zip Code)

(212) 547-2600
(Registrant's Telephone Number, Including Area Code)

Indicate by the check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesý Noo

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


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

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

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:

The Company has one class of common stock, par value $0.01 per share, with 62,860,030 shares outstanding as of August 7, 2008.

Table of Contents

NORTHSTAR REALTY FINANCE CORP.
QUARTERLY REPORT
For the Three and Six Months Ended June 30, 2008

TABLE OF CONTENTS

Index

Part I.		Financial Information
Item 1.		Financial Statements
		Condensed Consolidated Balance Sheets as of June 30, 2008 (unaudited) and December 31, 2007
		Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2008 and June 30, 2007
		Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2008 and June 30, 2007
		Unaudited Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2008 and June 30, 2007
		Notes to the Condensed Consolidated Financial Statements (unaudited)
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.		Quantitative and Qualitative Disclosures about Market Risk
Item 4.		Controls and Procedures
Part II.		Other Information
Item 1A.		Risk Factors
Item 4.		Submission of Matters to a Vote of Security Holders
Item 6.		Exhibits
Signatures

Table of Contents

NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands)

	June 30, 2008			December 31, 2007

	(unaudited)
ASSETS:
Cash and cash equivalents	$	136,844		$	153,829
Restricted cash		149,454			202,295
Operating real estate—net		1,130,106			1,134,136
Available for sale securities, at fair value		442,987			549,522
Collateral held by broker		—			12,746
Real estate debt investments, net		2,073,326			2,007,022
Corporate loan investments		—			457,139
Investments in and advances to unconsolidated ventures		96,568			33,143
Receivables, net of allowance of $0 and $1 in 2008 and 2007, respectively		20,530			32,141
Unbilled rents receivable		7,166			5,684
Deferred costs and intangible assets, net		84,136			126,677
Other assets		36,142			78,448

Total assets		4,177,259			4,792,782

LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Mortgage notes and loans payable		910,028			912,365
Exchangeable senior notes, measured at fair value as of June 30, 2008		212,950			172,500
Bonds payable, measured at fair value as of June 30, 2008		1,138,919			1,654,185
Credit facilities		47,114			501,432
Secured term loans		457,959			416,934
Liability to subsidiary trusts issuing preferred securities, measured at fair value as of June 30, 2008		138,520			286,258
Repurchase obligations		2,024			1,864
Securities sold, not yet purchased, at fair value		—			12,856
Obligations under capital leases		3,568			3,541
Accounts payable and accrued expenses		14,612			34,893
Escrow deposits payable		56,511			65,445
Derivative liability, at fair value		41,666			49,280
Other liabilities		38,826			40,695

Total liabilities		3,062,697			4,152,248
Minority interest in operating partnership		51,419			7,534
Minority interest in joint ventures		12,803			14,961
Stockholders' Equity:
8.75% Series A preferred stock, $0.01 par value, $25 liquidation preference per share, 2,400,000 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively		57,867			57,867
8.25% Series B preferred stock, $0.01 par value, $25 liquidation preference per share, 7,600,000 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively		183,505			183,505
Common stock, $0.01 par value, 500,000,000 shares authorized, 62,858,625 and 61,719,469 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively		628			617
Additional paid-in capital		606,413			595,418
Retained earnings (deficit)		282,700			(40,075	)
Accumulated other comprehensive loss		(80,773	)		(179,293	)

Total stockholders' equity		1,050,340			618,039

Total liabilities and stockholders' equity	$	4,177,259		$	4,792,782

See accompanying notes to condensed consolidated financial statements

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Thousands, Except Per Share Data)

			Three Months Ended June 30, 2008			Three Months Ended June 30, 2007			Six Months Ended June 30, 2008			Six Months Ended June 30, 2007

			(unaudited)						(unaudited)
Revenues and other income:
Interest income			$	49,885		$	79,900		$	113,590		$	138,204
Interest income—related parties				3,582			2,966			7,343			5,931
Rental and escalation income				29,020			21,871			57,977			41,203
Advisory and management fee income—related parties				6,546			1,394			8,876			2,815
Other revenue				3,983			1,329			4,959			3,561

		Total revenues		93,016			107,460			192,745			191,714
Expenses:
	Interest expense			45,875			64,546			100,822			112,103
	Real estate properties—operating expenses			2,037			1,956			4,085			3,898
	Asset management fees—related parties			933			733			3,039			1,378
	Fundraising fees, debt issuance costs and other			4,948			—			4,948			—
	Provision for loss on investments			2,500			—			3,250			—
General and administrative:
	Salaries and equity based compensation(1)			9,925			8,859			21,655			17,650
	Auditing and professional fees			1,234			1,298			3,675			4,003
	Other general and administrative			3,528			4,080			7,411			7,283

		Total general and administrative		14,687			14,237			32,741			28,936
Depreciation and amortization				9,977			7,841			19,915			14,431

		Total expenses		80,957			89,313			168,800			160,746
Income (loss) from operations				12,059			18,147			23,945			30,968
Equity in (loss)/earnings of unconsolidated ventures				(5,440	)		(600	)		(5,618	)		(584	)
Unrealized gain (loss) on investments and other				(29,661	)		(887	)		182,414			(8,178	)
Realized gain (loss) on investments and other				7,074			(14	)		7,084			2,527

Income (loss) from continuing operations before minority interest				(15,968	)		16,646			207,825			24,733
Minority interest in operating partnership				2,212			(779	)		(20,832	)		(1,155	)
Minority interest in joint ventures				448			(136	)		203			(136	)

Income (loss) from continuing operations				(13,308	)		15,731			187,196			23,442
Income (loss) from discontinued operations, net of minority interest				—			(8	)		—			(56	)

Net income (loss)				(13,308	)		15,723			187,196			23,386
Preferred stock dividends				(5,231	)		(4,758	)		(10,462	)		(6,071	)

Net income (loss) available to common stockholders			$	(18,539	)	$	10,965		$	176,734		$	17,315

Net income (loss) per share from continuing operations (basic/diluted)			$	(0.30	)	$	0.18		$	2.82		$	0.28
Income per share from discontinued operations (basic/diluted)				—			—			—			—
Gain on sale of discontinued operations and joint venture interest (basic/diluted)				—			—			—			—

Net income (loss) available to common stockholders			$	(0.30	)	$	0.18		$	2.82		$	0.28

Weighted average number of shares of common stock:
	Basic			62,708,688			61,378,154			62,662,208			61,354,049
	Diluted			70,192,538			64,419,056			69,799,329			64,398,513

(1): The three months ended June 30, 2008 and 2007 include $5,966 and $4,158 of equity based compensation expense, respectively. The six months ended June 30, 2008 and 2007 include $12,957 and $7,889 of equity based compensation expense, respectively.
See accompanying notes to condensed consolidated financial statements

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in Thousands, Except Per Share Data)

(Unaudited)

	Three Months Ended June 30, 2008			Three Months Ended June 30, 2007			Six Months Ended June 30, 2008			Six Months Ended June 30, 2007

Net income/(loss) available to common shareholders	$	(18,539	)	$	10,965		$	176,734		$	17,315
Unrealized gain (loss) on available for sale securities		(2,211	)		(38,372	)		(13,755	)		(42,108	)
Change in fair value of derivatives		3,395			32,146			(2,454	)		31,356
Reclassification adjustment for gains/(losses) included in net income		22,508			(27	)		23,763			(43	)

Comprehensive Income	$	5,153		$	4,712		$	184,288		$	6,520

See accompanying notes to condensed consolidated financial statements

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands, Except Per Share Data)

(Unaudited)

		Six Months Ended June 30, 2008			Six Months Ended June 30, 2007

		(Unaudited)
Net cash provided by operating activities		$	45,632		$	51,776
Cash flows from investing activities:
	Acquisition of operating real estate, net		(10,604	)		(590,797	)
	Acquisition of available for sale securities		(46,757	)		(744,237	)
	Proceeds from disposition of securities available for sale		6,115			88,225
	Available for sale securities repayments		2,924			46,508
	Increase in term debt transaction warehouse deposits		—			(18,000	)
	Acquisitions/originations of real estate debt investments		(203,909	)		(939,596	)
	Real estate debt investments repayments		152,799			276,375
	Proceeds from sale of real estate debt investments		30,400			—
	Real estate debt investments acquisition costs		(90	)		(2,489	)
	Restricted cash for investment activities		(103,988	)		(226,563	)
	Investing deposits		(6,000	)		(7,300	)
	Corporate debt investment acquisitions		(16,362	)		(258,270	)
	Proceeds from sale of corporate debt investment		102,574			—
	Corporate debt investment repayment		24,985			169
	Investment in and advances to unconsolidated ventures		(28,733	)		(99	)
	Distributions from unconsolidated ventures		4,000			247
	Other loans repayment		10,000			8,178

Net cash used in investing activities			(82,646	)		(2,367,649	)
Cash flows from financing activities:
	Collateral held by broker		12,746			(12,479	)
	Securities sold, not yet purchased		—			28,472
	Settlement of short sale		(12,778	)		(16,370	)
	Collateral held by swap counter party		(8,880	)		—
	Mortgage notes and loan borrowings		—			435,464
	Mortgage principal repayments		(2,337	)		(2,615	)
	Borrowings under credit facilities		36,546			1,139,442
	Repayments on credit facilities		(112,900	)		(463,435	)
	Repurchase obligation borrowings		2,024			22,974
	Repurchase obligation repayments		(1,863	)		(43,612	)
	Proceeds from bonds		65,000			806,960
	Bond repayments		(78,300	)		(53,594	)
	Other loans payable		—			13,300
	Borrowing under secured loan		62,603			101,513
	Secured term loan repayment		(30,433	)		—
	Borrowings from subsidiary trusts issuing preferred securities		—			72,500
	Payment of deferred financing costs		(225	)		(22,172	)
	Capital contributions by joint venture		—			1,562
	Distribution to joint venture		(122	)		—
	Restricted cash for financing activities		89,083			—
	Term debt bond repurchases		(20,628	)		—
	Proceeds from exchangeable senior notes		80,000			172,500
	Proceeds from preferred stock offering		—			190,000
	Proceeds from common stock offering		—			564
	Proceeds from dividend reinvestment and stock purchase plan		1,599			—
	Dividends (common and preferred) and distributions		(60,928	)		(51,765	)
	Offering costs		(178	)		(6,703	)

Net cash provided by financing activities			20,029			2,312,506
Net decrease in cash & cash equivalents			(16,985	)		(3,367	)
Cash & cash equivalents—beginning of period			153,829			44,753

Cash & cash equivalents—end of period		$	136,844		$	41,386

See accompanying notes to condensed consolidated financial statements

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Amount in Thousands, Except per Share Data

(Unaudited)

1. Formation and Organization

NorthStar Realty Finance Corp., a Maryland corporation (the "Company"), is a self-administered and self-managed real estate investment trust ("REIT"), which was formed in October 2003 in order to continue and expand the real estate debt, real estate securities and net lease businesses conducted by NorthStar Capital Investment Corp. ("NCIC"). Substantially all of the Company's assets are held by, and it conducts its operations through, NorthStar Realty Finance Limited Partnership, a Delaware limited partnership and the operating partnership of the Company (the "Operating Partnership"). On October 29, 2004, the Company closed its initial public offering (the "IPO") pursuant to which it issued 20,000,000 shares of common stock, with proceeds to the Company of approximately $160.1 million, net of issuance costs of $19.9 million. Simultaneously with the closing of the IPO on October 29, 2004, three majority-owned subsidiaries of NCIC (the "NCIC Contributing Subsidiaries") contributed certain controlling and non-controlling interests in entities through which NCIC conducted its subordinate real estate debt, real estate securities and net lease businesses (collectively the "Initial Investments") to the Operating Partnership in exchange for an aggregate of 4,705,915 units of limited partnership interest in the Operating Partnership (the "OP Units") and approximately $36.1 million in cash (the "Contribution Transactions") and an agreement to pay certain related transfer taxes on behalf of NCIC for approximately $1.0 million. From their inception through October 29, 2004, neither the Company nor the Operating Partnership had any operations.

The combination of the Initial Investments contributed to the Operating Partnership represents the predecessor of the Company (the "Predecessor"). The Company succeeded to the business of the Predecessor upon the consummation of the IPO and the contribution of the initial investments on October 29, 2004. The ultimate owners of the entities which comprise the Predecessor were NCIC and certain other persons who held minority ownership interests in such entities.

Joint Ventures

Wakefield Capital, LLC

In May 2006, the Company entered into a joint venture with Chain Bridge Capital LLC to invest in senior housing and healthcare-related net leased assets, called Wakefield. In connection with the formation of the venture, Chain Bridge contributed substantially all of its assets to Wakefield for its $15.1 million membership interest in the joint venture.

At June 30, 2008, the Company and Chain Bridge had total invested equity of $198.2 million and $12.8 million, respectively. The Company controls all major decisions of the joint venture. Accordingly, the joint venture's financial statements are consolidated into the Company's consolidated financial statements and Chain Bridge's capital is treated as minority interest.

Monroe Capital NorthStar Funding, LLC

In March 2007, the Company entered into a joint venture with Monroe Capital Holdco, LLC, or "Monroe," which served as a platform for originating middle-market loans. The joint venture originated, structured and syndicated middle-market corporate loans, including middle-market loans to highly leveraged borrowers.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

1. Formation and Organization—(Continued)

On May 7, 2008, the Company completed a recapitalization of this middle-market corporate lending venture. As part of the recapitalization, an institutional money-manager invested approximately $87.2 million of cash equity into the business and the Company contributed $6.8 million of new equity capital and its CLO equity interests. The lender under two consolidated revolving credit facilities totaling $800.0 million of capacity and having $378.0 million of outstanding at May 7, 2008, which we refer to as the MC Facility and the MC VFCC Facility, extinguished a portion of the outstanding debt balance and refinanced the remaining indebtedness in the form of a private CLO which match funded the underlying assets. The venture was also permitted to sell a portion of the loan collateral and to use the cash to make new corporate loan investments.

In connection with the recapitalization, the Company recognized a $46.0 million realized gain upon the extinguishment of a portion of the debt, a simultaneous $27.1 million cost basis reduction to its investment in the recapitalized venture and a realized loss of $18.9 million related to the sale of certain corporate loans within the portfolio, which were recorded in realized gain (loss) on investments and other in the condensed consolidated statement of operations. The new investor became the controlling manager of the entity and the Company deconsolidated the venture. Additionally, as part of this recapitalization, the Company terminated its joint venture with Monroe Management.

2. Summary of Significant Accounting Policies

Basis of Quarterly Presentation

The accompanying condensed consolidated financial statements and related notes of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under accounting principles generally accepted in the United States have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2007, which was filed with the Securities and Exchange Commission. Capitalized terms used herein, and not otherwise defined, are defined in the Company's December 31, 2007 consolidated financial statements included in its annual report on Form 10-K.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries which are either majority-owned or controlled by the Company or variable interest entities ("VIE") where the Company is the primary beneficiary in accordance with the provisions of FIN 46(R)-6. All significant intercompany balances have been eliminated in consolidation.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

2. Summary of Significant Accounting Policies—(Continued)

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that could affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Financial Instruments

Fair Value Measurements

Fair value is used to measure many of the Company's financial instruments. In accordance with provisions of SFAS No. 157 "Fair Value Measurements" ("SFAS 157") the fair value of these financial instrument is the amount 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 (i.e., the exit price).

Fair Value Option

In accordance with SFAS No. 159 "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS 159"), the Company had the one-time option to elect fair value on January 1, 2008 for its existing financial assets and liabilities. For all new financial instruments, the Company has the one-time option to elect fair value for these financial assets or liabilities on the election date, as defined in SFAS 159. The changes in the fair value of these instruments are recorded in unrealized gain (loss) on investments and other in the condensed consolidated statements of operations.

Available for Sale Securities

The Company carries its available for sale securities at fair market value with the net unrealized gains or losses reported as a component of other comprehensive income; however, available for sale securities for which the Company has elected the fair value option under SFAS 159 are carried at fair value with the net unrealized gains or losses reported in the condensed consolidated statements of operations.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS 141(R), "Business Combinations" (SFAS 141(R)). This Statement replaces SFAS 141, "Business Combinations", and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS 141(R) also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

2. Summary of Significant Accounting Policies—(Continued)

noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS 141(R)). In addition, SFAS 141(R)'s requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. SFAS 141(R) amends SFAS No. 109, "Accounting for Income Taxes", to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. It also amends SFAS 142, "Goodwill and Other Intangible Assets", to, among other things, provide guidance on the impairment testing of acquired research and development intangible assets and assets that the acquirer intends not to use. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating the potential impact that the adoption of SFAS 141(R) could have on its financial statements.

In December 2007, the FASB issued SFAS 160, "Noncontrolling Interests in Consolidated Financial Statements" ("SFAS 160"). SFAS 160 amends Accounting Research Bulletin 51, "Consolidated Financial Statements", to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently evaluating the potential impact that the adoption of SFAS 160 could have on its financial statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities—An Amendment of FASB Statement No. 133" ("SFAS 161"). SFAS 161 expands the disclosure requirements for derivative instruments and hedging activities. SFAS 161 specifically requires entities to provide enhanced disclosures addressing the following: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 will be effective for the Company on January 1, 2009. The Company is currently evaluating the potential impact that the adoption of SFAS 161 could have on its financial statements.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

2. Summary of Significant Accounting Policies—(Continued)

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with generally accepted accounting principles in the United States for non-governmental entities. SFAS 162 is effective 60 days following approval by the U.S. Securities and Exchange Commission ("SEC") of the Public Company Accounting Oversight Board's amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The Company is currently evaluating the potential impact that the adoption of SFAS 162 could have on its financial statements.

In May 2008, the FASB issued FASB Staff Position APB 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement of the conversion option. FSP APB 14-1 requires bifurcation of the instrument into a debt component that is initially recorded at fair value and an equity component. The difference between the fair value of the debt component and the initial proceeds from issuance of the instrument is recorded as a component of equity. The liability component of the debt instrument is accreted to par using the effective yield method; accretion is reported as a component of interest expense. The equity component is not subsequently re-valued as long as it continues to qualify for equity treatment. FSP APB 14-1 is effective for financial statements issued and for fiscal years and interim periods after December 15, 2008. Early adoption is not permitted. The Company is currently evaluating the potential impact that the adoption of FSP APB 14-1 could have on its financial statements.

3. Fair Value of Financial Instruments

The Company adopted the provisions of SFAS 157 and 159 effective as of January 1, 2008 and elected to apply the fair value option to the following financial assets and liabilities existing at the time of adoption:

•: Available for sale securities that serve as collateral for the Company's term debt transactions;
•: N-Star IV, VI, VII and VIII bonds payable;
•: Liabilities to subsidiary trusts issuing preferred securities; and
•: 7.25% exchangeable senior notes.

During the quarter ended June 30, 2008, the Company elected the fair value option for its 11.50% exchangeable senior notes issued in May 2008 and its equity investment in its corporate lending business.

The Company has elected the fair value option for the above financial instruments for the purpose of enhancing the transparency of its financial condition.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

3. Fair Value of Financial Instruments—(Continued)

Fair Value Measurements

SFAS 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. In addition, SFAS 157 requires an issuer to incorporate changes in its own credit spreads when determining the fair value of its liabilities.

Fair Value Hierarchy

In accordance with SFAS 157, the Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Financial assets and liabilities recorded on the condensed consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:


Level 1.	Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities, listed derivatives, most U.S. government and agency securities, and certain other sovereign government obligations).
Level 2.	Financial assets and liabilities whose values are based on the following:
	a)	Quoted prices for similar assets or liabilities in active markets (for example, restricted stock);
	b)	Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);
	c)	Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and
	d)	Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability (for example, certain mortgage loans).
Level 3.	Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management's own assumptions about the assumptions a market participant would use in pricing the asset or liability (examples include private equity investments, beneficial interest in securitizations and long-dated or complex derivatives, including certain foreign exchange options and long-dated options on gas and power).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

3. Fair Value of Financial Instruments—(Continued)

As required by SFAS 157, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2008 by level within the fair value hierarchy (in thousands):

		Assets and Liabilities at Fair Value

		Level 1		Level 2		Level 3		Total
Assets:
Available for sale securities:
	CMBS	$	—	$	297,091	$	—	$	297,091
	Real estate term debt—N-Star		—		17,895		—		17,895
	Real estate term debt—Third party		—		3,935		—		3,935
	REIT debt		—		73,507		—		73,507
	Term debt equity—N-Star		—		—		41,851		41,851
	Trust preferred securities		—		—		8,708		8,708
Corporate lending investment			—		—		48,798		48,798

	Total assets	$	—	$	392,428	$	99,357	$	491,785

Liabilities:
Exchangeable senior notes		$	—	$	212,950	$	—	$	212,950
N-Star IV,VI, VII and VIII bonds payable			—		1,138,919		—		1,138,919
Liability to subsidiary trusts issuing preferred securities			—		—		138,520		138,520
Derivative liability			—		41,666		—		41,666

	Total liabilities	$	—	$	1,393,535	$	138,520	$	1,532,055

As of June 30, 2008, the Company did not have any assets or liabilities measured at fair value on a non-recurring basis.

The following table presents additional information about the Company's available for sale securities, liabilities to subsidiary trusts issuing preferred securities and corporate lending investment

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

3. Fair Value of Financial Instruments—(Continued)

which are measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value (in thousands):

Fair Value Measurements Using Significant Unobservable Inputs (Level 3):

			Available for sale securities		Liability to subsidiary trusts issuing preferred securities		Corporate lending investment

Beginning balance:			$	80,851	$	168,454	$	81,314
	Total losses (realized or unrealized):							—
		Included in earnings		3,557		—		32,516
		Included in other comprehensive loss		26,735		—		—
	Total gains (realized or unrealized):							—
		Included in earnings		—		29,934		—
		Included in other comprehensive loss		—		—		—
		Transfers in (out) of Level 3		—		—		—

Ending balance			$	50,559	$	138,520	$	48,798

The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held at the reporting date			$	3,557	$	29,934	$	32,516

Fair Value Option

SFAS 159 provides a fair value option election that allows companies to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and liabilities. Changes in fair value for assets and liabilities for which the election is made will be recognized in earnings as they occur. SFAS 159 permits the fair value option election on an instrument by instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

3. Fair Value of Financial Instruments—(Continued)

The following table sets forth the Company's financial instruments for which the fair value option was elected:

Financial Instruments, at Fair Value		June 30, 2008		December 31, 2007

Assets:
Available for sale securities:
	CMBS	$	297,091	$	342,353
	Real estate term debt—N-Star		15,287		18,507
	Real estate term debt—Third party		3,935		12,159
	REIT debt		73,507		80,292
	Trust preferred securities		8,708		12,264
Corporate lending investment			48,798		—

	Total assets	$	447,326	$	465,575

Liabilities:(1)
Exchangeable senior notes			212,950		172,500
N-Star IV,VI, VII and VIII bonds payable			1,138,919		1,654,185
Liability to subsidiary trusts issuing preferred securities			138,520		286,258

	Total liabilities	$	1,490,389	$	2,112,943

(1): Liabilities are carried at historical amortized cost as of December 31, 2007.

The following table presents a summary of existing eligible financial assets and financial liabilities for which the fair value option was elected on January 1, 2008 and the cumulative-effect adjustment to retained earnings recorded in connection with the initial adoption of SFAS 159.

	Carrying Value at January 1, 2008		Transition Adjustment to Retained Earnings (Gain)/Loss			Carrying Value at January 1, 2008 (After adoption of SFAS 159)

Assets:
Available for sale securities(1)	$	465,575	$	90,966		$	465,575
Liabilities:
Exchangeable senior notes		172,500		(26,824	)		145,676
N-Star IV, VI, VII and VIII bonds payable		1,654,185		(196,209	)		1,457,976
Liability to subsidiary trusts issuing preferred securities		286,258		(117,804	)		168,454

Cumulative gain upon the adoption of SFAS 159(2)			$	(249,871	)

(1): Prior to January 1, 2008, available for sale securities were carried at fair value with the change in fair value recorded in other comprehensive income. Accordingly, the election of the fair value

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

3. Fair Value of Financial Instruments—(Continued)

option for these instruments did not change their carrying value and resulted in a reclassification from accumulated other comprehensive income to retained earnings.

(2): The $249.9 million transition adjustment to retained earnings does not include the write-off of $34.6 million of deferred costs associated with exchangeable senior notes, N-Star bonds payable and liability to subsidiary trusts issuing preferred securities.

The following table presents the difference between fair values and the aggregate contractual principal amounts of assets and liabilities, for which the fair value option has been elected:

		Fair Value at June 30, 2008		Principal Amount Due Upon Maturity(1)		Difference

Assets:
Available for sale securities:
	CMBS	$	297,091	$	478,378	$	(181,287	)
	Real estate term debt—N-Star		15,287		38,451		(23,164	)
	Real estate term debt—Third party		3,935		16,576		(12,641	)
	REIT debt		73,507		84,183		(10,676	)
	Trust preferred securities		8,708		15,000		(6,292	)
Corporate lending investment			48,798		81,314		(32,516	)

	Total assets	$	447,326	$	713,902	$	(266,576	)

Liabilities:
Exchangeable Senior Notes			212,950		252,500		(39,550	)
N-Star IV,VI, VII and VIII bonds payable			1,138,919		1,606,285		(467,366	)
Liability to subsidiary trusts issuing preferred securities			138,520		286,258		(147,738	)

	Total Liabilities	$	1,490,389	$	2,145,043	$	(654,654	)

(1): At June 30, 2008, the basis in our corporate lending investment was $81.3 million. We have elected the fair value option pursuant to SFAS 159 for this investment which is accounted for under the equity method of accounting. The fair value of our investment at June 30, 2008 was $48.8 million.

For the three and six months ended June 30, 2008, the Company recognized a net loss of $62.3 million and a net gain of $181.9 million, respectively, as the result of the change in fair value of financial assets and liabilities for which the fair value option was elected, which is recorded as unrealized gain (loss) on investments and other in the Company's condensed consolidated statement of operations.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

4. Operating Real Estate

The Company made the following acquisitions from January 1, 2008 through June 30, 2008:

A $4.0 million acquisition of four skilled nursing facilities totaling 40,369 square feet located in Ohio and Wisconsin, in January 2008. The properties are net leased to a single tenant under a lease that expires in December 2017. The acquisition was purchased with cash.

Discontinued Operations

The condensed consolidated statement of operations for the three and six months ended June 30, 2007, includes results of operations of real estate assets sold or held for sale. These assets include two assisted care living facilities which were held for sale on June 30, 2007. There were no discontinued operations for the three and six months ended June 30, 2008.

The following table summarizes income from discontinued operations and related gain on sale of discontinued operations, each net of minority interest, for the three and six months ended June 30, 2007 (in thousands):

			Three Months Ended June 30, 2007			Six Months Ended June 30, 2007

Revenue:
	Rental and escalation income		$	—		$	38
	Interest and other

		Total revenue		—			38
Expenses:
	Real estate property operating expenses
	General and administrative expenses			—			1
	Interest expense			5			20
Depreciation and amortization				4			31

		Total expenses		9			52
Income (loss) from discontinued operations				(9	)		(14	)
Gain (loss) on disposition of discontinued operations				—			(45	)

Income (loss) from discontinued operations, before minority interest				(9	)		(59	)
Minority interest				1			3

Income (loss) from discontinued operations, net of minority interest			$	(8	)	$	(56	)

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

5. Available for Sale Securities

The following is a summary of the Company's available for sale securities at June 30, 2008 and December 31, 2007 (in thousands):

June 30, 2008	Carrying Value		SFAS 159(2) Transition Adjustment			Losses in Accumulated OCI			Unrealized Gain on Investments		Unrealized Loss on Investments			Estimated Fair Value(1)

CMBS	$	446,135	$	(64,816	)	$	—		$	3	$	(84,231	)	$	297,091
Real estate term debt—N-Star		49,222		(17,616	)		(10,432	)		—		(3,279	)		17,895
Real estate term debt—Third party		16,094		(3,896	)		—					(8,263	)		3,935
REIT debt		82,661		(2,276	)		—			—		(6,878	)		73,507
Term debt equity		68,586		—			(26,735	)		—		—			41,851
Trust preferred securities		15,000		(2,736	)		—			—		(3,556	)		8,708

Total	$	677,698	$	(91,340	)	$	(37,167	)	$	3	$	(106,207	)	$	442,987

(1): Approximately $322.9 million of these investments serve as collateral for the Company's only consolidated securities term debt transaction and the balance is financed under other borrowing facilities.

At June 30, 2008, the maturities of the available for sale securities ranged from three to 45 years.

(2): Adjusted for securities sold and paid off in the current year in the amount of $374.

December 31, 2007	Carrying Value		Gains in Accumulated OCI		Losses in Accumulated OCI			Estimated Fair Value(1)

CMBS	$	419,835	$	987	$	(73,253	)	$	347,569
Real estate term debt—N-Star		36,123		—		(17,616	)		18,507
Real estate term debt—Third party		16,055		—		(3,896	)		12,159
REIT debt		82,568		—		(2,276	)		80,292
Term debt equity		67,825		—		(22,960	)		44,865
Corporate CLO		50,697		—		(16,831	)		33,866
Trust preferred securities		15,000		—		(2,736	)		12,264

Total	$	688,103	$	987	$	(139,568	)	$	549,522

(1): Approximately $405.0 million of these investments serve as collateral for the Company's only consolidated securities term debt transaction issuance and the balance is financed under other borrowing facilities.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

6. Real Estate Debt Investments

At June 30, 2008 and December 31, 2007, the Company held the following real estate debt investments (in thousands):

June 30, 2008		Carrying Value(1)

Whole loans, floating rate		$	1,095,997	52.9	%	—	%	3.24	%	56
Whole loans, fixed rate			61,901	3.0		9.65		—		7
Subordinate mortgage interests, floating rate			186,227	9.0		—		3.49		14
Mezzanine loans, floating rate			537,179	25.9		—		4.59		16
Mezzanine loan, fixed rate			168,820	8.1		11.11		—		16
Other loans—floating			16,609	0.8		—		1.60		2
Other loans—fixed			6,593	0.3		5.53		—		1

	Total/Weighted average	$	2,073,326	100.0	%	10.58	%	3.64	%	112

(1): Approximately $1.3 billion of these investments serve as collateral for the Company's three real estate debt term debt transactions and the balance is financed under other borrowing facilities. The Company has future funding commitments, which are subject to certain conditions that borrowers must meet to qualify for such fundings, totaling $442.0 million related to these investments, of which a minimum of $278.8 million is expected to be funded within the Company's existing term debt transactions and require no additional capital from the Company.

December 31, 2007		Carrying Value(1)

Whole loans, floating rate		$	1,082,399	53.9	%	—	%	3.09	%	59
Whole loans, fixed rate			80,371	4.0		10.17		—		10
Subordinate mortgage interests, floating rate			158,347	7.9		—		3.72		13
Mezzanine loans, floating rate			505,227	25.3		—		4.59		16
Mezzanine loan, fixed rate			157,092	7.8		11.16		—		16
Other loans—floating			16,653	0.8		—		1.60		2
Other loans—fixed			6,933	0.3		5.53		—		1

	Total/Weighted average	$	2,007,022	100.0	%	10.67	%	3.56	%	117

(1): Approximately $1.3 billion of these investments serve as collateral for the Company's three real estate debt term debt transactions and the balance is financed under other borrowing facilities. The Company has future funding commitments, which are subject to certain conditions that borrowers must meet to qualify for such fundings, totaling $564.5 million related to these investments, of which a minimum of $284.1 million is expected to be funded within the Company's existing term debt transactions and require no additional capital from the Company.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

6. Real Estate Debt Investments—(Continued)

The Company has identified one real estate debt investment as a variable interest in a VIE and has determined that the Company is not the primary beneficiary of this VIE and as such the VIE should not be consolidated in the Company's consolidated financial statements. The Company's maximum exposure to loss would not exceed the carrying amount of its investment of $32.3 million. For all other investments, the Company has determined that these investments are not VIEs and, as such, the Company has continued to account for all real estate debt investments as loans.

As of June 30, 2008 and December 31, 2007, all loans were current on principal and interest payments in accordance with the terms of the loan agreement. However, for the three and six months ended June 30, 2008, the Company recorded a credit loss provision of $2.5 million and $3.3 million, respectively, related to loans on its watch list.

Contractual maturities of real estate debt investments at June 30, 2008 are as follows:

Years Ending December 31:

2008 (remainder)		353,137	18,611
2009		631,376	97,306
2010		517,795	312,096
2011		216,050	634,087
2012		184,438	690,134
Thereafter		191,100	341,662

	Total	2,093,896	2,093,896

Actual maturities may differ from contractual maturities because certain borrowers have the right to prepay with or without prepayment penalties. The contractual amounts differ from the carrying amounts due to unamortized origination fees and costs and unamortized premiums and discounts being reported as part of the carrying amount of the investment. Maturity Including Extensions assumes that all loans with extension options will qualify for extension at initial maturity according to the conditions stipulated in the related loan agreements.

7. Corporate Loan Investments

At June 30, 2008, the Company held no corporate debt investments as a result of the recapitalization and deconsolidation of the Monroe joint venture. See Note 1 for additional information regarding the Monroe recapitalization.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

7. Corporate Loan Investments—(Continued)

At December 31, 2007, the Company held the following corporate debt investments (dollars in thousands):

December 31, 2007	Carrying Value(1)

First lien note	$	421,973	92.3	%	2.96	%	100
Second lien note		35,166	7.7		6.02		8

Total/Weighted average	$	457,139	100.0	%	3.19	%	108

(1): Approximately $366.8 million and $90.3 million of these investments served as collateral for our MC Facility and our MC VFCC Facility, respectively, and the Company had future funding commitments totaling $14.3 million related to these investments.

8. Investment in and Advances to Unconsolidated Ventures

The Company has non-controlling, unconsolidated/uncombined ownership interests in entities that are accounted for using the equity method. Capital contributions, distributions, and profits and losses of the real estate entities are allocated in accordance with the terms of the applicable partnership and limited liability company agreements. Such allocations may differ from the stated percentage interests, if any, in such entities as a result of preferred returns and allocation formulas as described in such agreements.

CS/Federal Venture

In February 2006, the Company, through a joint venture with an institutional investor, acquired a portfolio of three adjacent class A office/flex buildings located in Colorado Springs, Colorado for $54.3 million. The joint venture financed the transaction with two non-recourse, first mortgage loans totaling $38.0 million and the balance in cash. The loans mature on February 11, 2016 and bear fixed interest rates of 5.51% and 5.46%. The Company contributed $8.4 million for a 50% interest in the joint venture and incurred $0.3 million in costs related to its acquisition, which are capitalized to the investment account. These costs will be amortized over the useful lives of the assets held by the joint venture. The Company accounts for its investment under the equity method of accounting. At June 30, 2008 and December 31, 2007, the Company had an investment in CS/Federal of approximately $7.5 million and $7.8 million, respectively, and recognized equity in earnings of $0.2 million and $0.5 million, respectively.

Monroe Capital Management Advisors, LLC

In March 2007, the Company entered into a joint venture with Monroe Management, a Chicago-based firm, and acquired a 49.9% non-controlling interest in Monroe Management. Monroe Management originated, structured and syndicated middle-market corporate loans for Monroe Capital and provided asset management services. On May 7, 2008, the Company terminated its joint venture

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

8. Investment in and Advances to Unconsolidated Ventures—(Continued)

with Monroe Management upon the completion of the recapitalization of Monroe Capital. See Note 1 for additional information regarding the Monroe recapitalization.

G-NRF, LTD

On May 7, 2008, the Company completed a recapitalization of its middle-market corporate lending platform. Upon completion of the recapitalization transaction, the new investor became the controlling manager of the assets and the Company deconsolidated the joint venture. The Company currently uses the equity method of accounting to account for the recapitalized joint venture and has elected the fair value option under SFAS 159 for its equity investment. As of June 30, 2008, the fair market value of the Company's investment in the corporate lending venture was $48.8 million. For the period from May 8, 2008 to June 30, 2008, the Company recognized equity in earnings of $0.5 million and an unrealized loss of $32.5 million related to the fair value adjustment on its equity investment. See Note 1 for additional information regarding the Monroe recapitalization.

NorthStar Realty Finance Trusts

The Company owns all of the common stock of NorthStar Realty Finance Trusts I through VIII (collectively, the "Trusts"). The Trusts were formed to issue preferred securities. Under the provisions of FIN 46(R)-6, the Company determined that the holders of the trust preferred securities were the primary beneficiaries of the Trusts. As a result, the Company did not consolidate the Trusts and has accounted for the investment in the common stock of the Trusts under the equity method of accounting. At June 30, 2008 and December 31, 2007, the Company had an investment in the Trusts of approximately $3.8 million.

NorthStar Real Estate Securities Opportunity Fund

In July 2007, the Company closed on $109.0 million of equity capital for its Securities Fund, an investment vehicle in which the Company conducts most of its real estate securities investment business.

The Company is the manager and general partner of the Securities Fund. The Company receives base management fees ranging from 1.0% to 2.0% per annum on third-party capital and is entitled to annual incentive management fees ranging from 20% to 25% of the increase in the Securities Fund's net asset value in excess of an 8.0% per annum return. Base and incentive fees vary depending on the investor capital lockup periods.

During the second quarter 2008, the Company invested an additional $16.0 million in the Securities Fund. At June 30, 2008, the Company had invested a total of $48.4 million in the Securities Fund and the carrying value of its investment was $33.3 million, representing a 45.9% interest. Additionally, during the second quarter 2008, the Company sold 67% of its N-Star IX advisory fee income stream to the Securities Fund for $8.8 million. The Securities Fund owns all of the equity in the N-Star IX term financing but the Company retained the advisory fees when N-Star IX was sold to the Securities Fund at its inception. The Company recognized $4.8 million of advisory fee income from the sale and deferred the remaining $4.0 million, which represented the Company's ownership interest in

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

8. Investment in and Advances to Unconsolidated Ventures—(Continued)

the Securities Fund. The deferred advisory fee income will be recognized into income as the fees are earned.

For the three months ended June 30, 2008, the Company recognized equity in loss of $5.0 million, of which $5.3 million represented an unrealized loss on the mark-to-market adjustment of the securities in the Securities Fund. The Company also earned $0.2 million of management fees from the Securities Fund for the three months ended June 30, 2008. For the six months ended June 30, 2008, the Company recognized equity in loss of $5.6 million, of which $9.6 million represented an unrealized loss on the mark-to-market adjustment of the securities in the Securities Fund. The Company also earned $0.3 million of management fees from the Securities Fund for the six months ended June 30, 2008.

LandCap Investment

On October 5, 2007, the Company entered into a joint venture with Whitehall Street Global Real Estate Limited Partnership 2007, to form LandCap Partners, which is referred to as LandCap. LandCap seeks to opportunistically invest in single family residential land through land loans, lot option agreements and select land purchases. The venture is managed by professionals who have extensive experience in the single family housing sector. The Company has sole discretion with respect to funding its portion of any investment decisions relating to LandCap and accounts for its investment under the equity method of accounting. At June 30, 2008 the Company's investment in LandCap is carried at $3.2 million, which includes the Company's contribution to LandCap of $5.6 million made during the second quarter 2008 less the Company's $2.4 million share of LandCap's losses from the cumulative general and administrative expenses since inception. On June 30, 2008, LandCap made an investment totaling $11.2 million. In addition, the Company advanced approximately $2.0 million under a $2.5 million loan agreement to LandCap, which bears interest at a fixed rate of 12% and was included in other assets in the condensed consolidated balance sheets.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

9. Borrowings

The following is a table of the Company's outstanding borrowings as of June 30, 2008 and December 31, 2007 (in thousands):

				Interest Rate		Contractual Balance at June 30, 2008		Balance at December 31, 2007

Credit Facilities
	MC Facility(1)	3/31/2008	3/31/2008	LIBOR + 0.75%	—		—		374,459
	MC Facility VFCC(1)	7/29/2008	7/29/2010	Commercial Paper Rate + 0.75%	—		—		71,037
	JP Facility	8/7/2008	8/7/2010	LIBOR + 0.05% to 1.75%	350,000		47,114		55,936

Total Credit Facilities					350,000		47,114		501,432
Term Loans
	WA Term Loan(2)	11/6/2009	11/6/2010	LIBOR + 2.00%	455,131		317,091		308,588
	Euro—note	11/6/2009	11/6/2010	3 month Euribor + 2.0%	116,630		116,630		108,346
	LB Term Loan	2/9/2009	2/9/2012	LIBOR + 1.50%	24,238		24,238		—

Total Credit Facilities & Term Loans					945,999		505,073		918,366

Mortgage notes payable (non-recourse)
	Chatsworth	5/1/2015		5.65%			43,072		43,219
	Salt Lake City	9/1/2012		5.16%			16,049		16,231
	EDS	10/8/2015		5.37%			48,039		48,371
	Executive Center	1/1/2016		5.85%			51,480		51,480
	Green Pond	4/11/2016		5.68%			17,446		17,480
	Indianapolis	2/1/2017		6.06%			28,600		28,600
	Wakefield GE	8/30/2010		6.93%			67,586		67,586
	Wakefield—Park National	1/11/2014		5.94%			33,300		33,300
	Wakefield—GE—WLK	1/11/2017		6.49%			160,000		160,000
	Wakefield—GE—Tusc & Harmony	1/11/2017		6.59%			7,875		7,875
	Wakefield—Harmony FNMA	2/1/2017		6.39%			75,000		75,000
	Wakefield—Grove City	2/1/2038		5.45%			1,875		1,887
	Wakefield—Lancaster	6/1/2037		6.40%			2,620		2,636
	Wakefield—Marysville	6/1/2037		6.40%			1,683		1,693
	Wakefield—Washington	10/1/2038		6.65%			1,985		1,995
	Wakefield—Miller Merril	6/30/2012		7.07%			116,000		116,000
	Wakefield—ARL Mob Wachovia	5/11/2017		5.89%			3,412		3,412
	Wakefield—Ascend Colonial	5/31/2012		7.52%			6,500		6,500
	Wakefield—Colonial Dova	8/31/2012		7.32%			6,500		6,500
	Wakefield—Colonial 6 Alfs	11/1/2012		6.98%			19,653		19,653
	Wakefield—St Francis	9/31/2010		LIBOR + 2.00%			11,400		11,400
	Aurora	7/11/2016		6.22%			33,500		33,500
	DSG	10/11/2016		6.17%			34,446		34,648
	Keene	2/1/2016		5.85%			6,837		6,882
	Fort Wayne	1/1/2015		6.41%			3,518		3,555
	Portland	6/17/2014		7.34%			4,905		4,984
	Milpitas	3/6/2017		5.95%			22,757		22,959
	Fort Mill	4/6/2017		5.63%			27,700		27,700
	Reading	1/1/2015		5.58%			14,271		14,387
	Reading	1/1/2015		6.00%			5,000		5,000
	Alliance	12/6/2017		6.48%			23,908		24,032
Mezzanine loan payable (non-recourse)
	Chatsworth	5/1/2014		6.64%			10,012		10,692
	Aurora	5/11/2012		7.37%			—		—
	Fort Mill	4/6/2017		6.21%			3,099		3,208
Exchangeable Senior Notes(3)		6/15/2027		7.25%			172,500		172,500
Exchangeable Senior Notes ("NNN Notes")(3)		6/15/2013		11.50%			80,000		—
Repurchase obligations		Varies		LIBOR varies			2,024		1,864
Bonds payable(3)
	N-Star IV	7/1/2040		LIBOR + 0.62% (average spread)			296,500		300,000
	N-Star VI	6/1/2041		3 month LIBOR + 0.56% (average spread)			286,700		310,500
	N-Star VII	6/22/2051		LIBOR + 0.36% (average spread)			504,300		510,800
	N-Star VIII	2/1/2041		LIBOR + 0.57% (average spread)			518,785		532,885
Liability to subsidiary trusts issuing preferred securities(3)(4)
	Trust I	3/30/2035		8.15%			41,240		41,240
	Trust II	6/30/2035		7.74%			25,780		25,780
	Trust III	1/30/2036		7.81%			41,238		41,238
	Trust IV	6/30/2036		7.95%			50,100		50,100
	Trust V	9/30/2036		3 month LIBOR			30,100		30,100
				2.70%
	Trust VI	12/30/2036		3 month LIBOR			25,100		25,100
				2.90%
	Trust VII	4/30/2037		3 month LIBOR			37,600		37,600
				2.50%
	Trust VIII	7/30/2037		3 month LIBOR			35,100		35,100
				2.70%

						$	3,562,168	$	3,945,538

(1): Refer to Note 1 for details on the termination of these facilities.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

9. Borrowings—(Continued)

(2): The Company had an additional $138.0 million of availability under the revolving component of the term loan.
(3): Contractual amounts due may differ from the carrying value on the condensed consolidated balance sheets due to the fair value accounting option under SFAS 159. See Note 3
(4): The liability to subsidiary trusts for Trusts I, II, III and IV have a fixed interest rate for the first ten years after which the interest rate will float and reset quarterly at rates ranging from LIBOR plus 2.70% to 3.25%. The Company entered into interest rate swap agreements on Trusts V, VI, VII and VIII which fix the interest rates for 10 years at 8.16%, 8.02%, 7.60% and 8.29%, respectively.

Scheduled principal payment requirements on the Company's borrowings based on initial maturity dates are as follows as of June 30, 2008 (in thousands):

	Total		Mortgage and Mezzanine Loans		Credit Facilities		Secured Term Loan		Liability to Subsidiary Trusts Issuing Preferred Securities(1)		Exchangeable Senior Notes(1)		Repurchase Obligations		Bonds Payable(1)

2008	$	50,066	$	2,952	$	47,114	$	—	$	—	$	—	$	—	$	—
2009		470,788		10,805		—		457,959		—		—		2,024		—
2010		96,765		96,765		—		—		—		—		—		—
2011		14,330		14,330		—		—		—		—		—		—
2012		164,036		164,036		—		—		—		—		—		—
Thereafter		2,766,183		621,140		—		—		286,258		252,500		—		1,606,285

Total	$	3,562,168	$	910,028	$	47,114	$	457,959	$	286,258	$	252,500	$	2,024	$	1,606,285

(1): Scheduled principal payments may differ from the carrying value on the condensed consolidated balance sheets due to the fair value accounting option under SFAS 159. See Note 3.

At June 30, 2008, the Company was in compliance with all covenants under its borrowings.

Bonds Payable Repurchases

During the second quarter 2008, the Company repurchased $7.1 million of Class B, AA rated notes and $8.0 million of Class J, BBB rated notes of N-Star VIII, $5.0 million of Class B, AA rated notes and $4.5 million of Class C, single A rated notes of N-Star VI, $6.5 million of Class C, single A rated notes of N-Star VII and $3.5 million of Class C, single A rated notes of N-Star IV for approximately $20.6 million. The Company recorded a realized gain of $7.1 million in connection with the repurchase of notes.

Exchangeable Senior Notes

In May 2008, NRFC NNN Holdings, LLC ("Triple Net Holdings"), a wholly-owned subsidiary of the Company issued $80.0 million of 11.50% exchangeable senior notes (the "NNN Notes") due in 2013. The NNN Notes were offered in accordance with Rule 144A under the Securities Act of 1933, as amended. The NNN Notes pay interest semi-annually on June 15 and December 15, at a rate of 11.50% per annum, and mature on June 15, 2013. The NNN Notes have an initial exchange rate representing an exchange price of approximately $12.00 per share of the Company's common stock, subject to adjustment under certain circumstances. The NNN Notes are senior unsecured obligations of Triple Net Holdings and may be exchangeable upon the occurrence of specified events, and at any time on or after March 15, 2013, and prior to the close of business on the second business day immediately

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

9. Borrowings—(Continued)

preceding the maturity date, into cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, if any, at the Company's option. The NNN Notes are redeemable, at the Company's option, on and after June 15, 2011. The Company may be required to repurchase the NNN Notes upon the occurrence of certain events. The net proceeds from the offering were approximately $71.4 million, after deducting a $4.6 million security deposit representing one semi-annual interest payment, and issuance fees and expenses. The proceeds of the offering will be used to make additional investments.

The Company has elected the SFAS 159 fair value option for the NNN Notes. Changes in fair value of the NNN Notes will be recognized in earnings as they occur.

Term Loan

In June 2008, a wholly owned subsidiary of the Company entered into a $24.2 million term loan agreement with a major commercial bank (the "LB Term Loan"). The collateral for the LB Term Loan is a $44.0 million mezzanine loan position and the Company has guaranteed 50% of such amount. The LB Term Loan matures in February 2009, with three one-year extension options based on the term of the mezzanine loan collateral and bears interest at a spread of 1.50% over one-month LIBOR. The LB Term Loan contains certain covenants including, among others, financial covenants of a minimum tangible net worth and a minimum debt-to-equity ratio.

Unsecured Revolving Line of Credit

On May 28, 2008, the Company voluntarily terminated the Revolving Credit Agreement, dated November 3, 2006 by the Company and KeyBanc Capital Markets and Bank of America, N.A. (the "Credit Agreement") in order to permit the issuance of the NNN Notes, given certain restrictive covenants set forth in the Credit Agreement. The Credit Agreement had a November 2009 expiration and no amounts were outstanding under the Credit Agreement at the time of termination.

10. Related Party Transactions

Advisory Fees

The Company has agreements with each of N-Star I, N-Star II, N-Star III, N-Star V and N-Star IX to perform certain advisory services. During the second quarter 2008, the Company sold 67% of its advisory fee income stream, pursuant to its agreement with N-Star IX, to the Securities Fund for $8.8 million. Advisory and management fee income—related parties for the three and six months ended June 30, 2008 includes $4.8 million of additional income as a result of the sale. The Company deferred the remaining $4.0 million, which represents the Company's ownership interest in the Securities Fund. The deferred advisory fee income will be recognized into income as the fees are earned. The Company earned total fees on these agreements of approximately $6.5 million and $1.4 million for the three months ended June 30, 2008 and 2007, respectively and $8.6 million and $2.8 million for the six months ended June 30, 2008 and 2007, respectively.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

10. Related Party Transactions—(Continued)

The Company has an agreement with the Securities Fund to receive base management fees ranging from 1.0% to 2.0% per year on third-party capital. For the three and six months ended June 30, 2008, the Company earned $0.2 million and $0.3 million, respectively, in management fees.

Asset Management Fees

The Company entered into a management agreement in April 2006 with Wakefield Capital Management Inc. to perform certain management services. Wakefield Capital Management Inc. is owned by the partners who own Chain Bridge. The Company incurred $0.8 million and $0.6 million in management fees for the three months ended June 30, 2008 and 2007, respectively, and $1.7 million and $1.3 million in management fees for the six months ended June 30, 2008 and 2007, respectively, which are recorded in asset management fees-related parties in the condensed consolidated statement of operations.

The Company entered into a management agreement in March 2007 with Monroe Management to perform certain management services, as described in Note 1. The Company incurred $0.1 million in management fees for each of the three months ended June 30, 2008 and 2007, and $1.3 million and $0.1 million in management fees for the six months ended June 30, 2008 and 2007, respectively, which are recorded in asset management fees-related parties in the condensed consolidated statement of operations.

On May 7, 2008, the Company terminated its joint venture with Monroe Management.

11. Equity Based Compensation

Omnibus Stock Incentive Plan

On September 14, 2004, the Board of Directors of the Company adopted the NorthStar Realty Finance Corp. 2004 Omnibus Stock Incentive Plan (the "Stock Incentive Plan"). The Stock Incentive Plan provides for the issuance of stock-based incentive awards, including incentive stock options, non-qualified stock options, stock appreciation rights, shares of common stock of the Company, including restricted shares, and other equity-based awards, including OP Units which are structured as profits interests ("LTIP Units") or any combination of the foregoing. The eligible participants in the Stock Incentive Plan include directors, officers and employees of the Company and, prior to October 29, 2005, employees pursuant to the shared facilities and services agreement. An aggregate of 8,933,038 shares of common stock of the Company are currently reserved and authorized for issuance under the Stock Incentive Plan, subject to equitable adjustment upon the occurrence of certain corporate events. As of June 30, 2008, the Company has issued an aggregate of 7,492,096 LTIP Units, net of forfeitures and conversions of 527,716 LTIP Units and 374,020 shares of common stock pursuant to the Stock Incentive Plan. Of the 7,492,096 LTIP Units, 5,144,647 vest to the individual recipient at a rate of one-twelfth of the total amount granted as of the end of each quarter, beginning with the first quarter after the date of grant ended either January 29, April 29, July 29, or October 29 for the three-year vesting period so long as the recipient continues to be an eligible recipient, and 2,347,449 vest over 16 consecutive quarters with the first quarter being January 29, 2008. In addition, the LTIP Unit holders are entitled to dividends on the entire grant beginning on the date of the grant.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

11. Equity Based Compensation—(Continued)

The Company has recognized compensation expense of $5.2 million and $2.5 million for the three months ended June 30, 2008 and 2007, respectively and $10.1 million and $4.6 million for the six months ended June 30, 2008 and 2007, respectively, related to the amortization of awards granted under this plan. As of June 30, 2008, there were approximately 5,104,982 unvested LTIP Units and 49,047 LTIP Units were forfeited during the period. The related compensation expense to be recognized over the remaining vesting period of all of the Company's LTIP grants is $47.7 million, provided there are no forfeitures.

Long-Term Incentive Bonus Plan

On September 14, 2004, the Board of Directors of the Company adopted the NorthStar Realty Finance Corp. 2004 Long-Term Incentive Bonus Plan (the "Incentive Bonus Plan"), in order to retain and provide incentive to officers and certain key employees of the Company, among others. Up to 2.5% of the Company's total capitalization as of consummation of the IPO is available to be paid under the Incentive Bonus Plan in cash, shares of common stock of the Company or other share-based form at the discretion of the compensation committee of the Company's Board of Directors, if certain return hurdles are met.

An aggregate of 698,142 shares of common stock of the Company were reserved and authorized for issuance under the Incentive Bonus Plan, subject to equitable adjustment upon the occurrence of certain corporate events. All units under the plan were allocated to employees of the Company. The Company's compensation committee established the return hurdle for these performance periods as an annual return on paid in capital as defined in the plan, equal to or greater than 12.5%.

The Company achieved the performance hurdles for both performance periods in 2006 and 2007 and all units reserved under this plan were granted to each of the participants that was an employee at the conclusion of the last performance period in November 2007. The Company has recognized, in the condensed consolidated financial statements, zero and $0.6 million compensation expense for the three months ended June 30, 2008 and 2007, respectively, and $0.7 million and $1.3 million for the six months ended June 30, 2008 and 2007, respectively.

Employee Outperformance Plan

In connection with the employment agreement of the Company's head of its real estate securities business, he was eligible to receive incentive compensation equal to 15% of the annual net profits from the Company's real estate securities business in excess of a 12% return on invested capital (the annual bonus participation amount).

In April 2008, the Company's head of its real estate securities business left the Company. As a result, his employment agreement with the Company was terminated effective April 11, 2008. He was not entitled to any severance, bonus or other payments or awards as a result of his departure. However, pursuant to his Outperformance Bonus Plan, he is deemed to have a vested interest in, and may continue to receive the following: (i) 20% of the bonus participation amount relating to fee streams and securities investments that were made in the 12 months prior to April 11, 2008; (ii) 40% of the bonus participation amount relating to fee streams and securities investments that were made more than 12 months and less than 24 months prior to April 11, 2008; (iii) 60% of the bonus participation

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

11. Equity Based Compensation—(Continued)

amount relating to fee streams and securities investments that were made more than 24 months and less than 36 months prior to April 11, 2008; (iv) 80% of the bonus participation amount relating to fee streams and securities investments that were made more than 36 months and less than 48 months prior to April 11, 2008; and (v) 100% of the bonus participation amount relating to fee streams and securities investments that were made more than 48 months prior to April 11, 2008.

The Company has recorded compensation expense under this plan of zero and $0.4 million for the three months ended June 30, 2008 and 2007, respectively and zero and $1.0 million for the six months ended June 30, 2008 and 2007, respectively.

2006 Outperformance Plan

In January 2006, the Compensation Committee of the Board of Directors approved the NorthStar Realty Finance Corp. 2006 Outperformance Plan (the "2006 Outperformance Plan"), a long-term compensation program to further align the interests of the Company's stockholders and management. Under the 2006 Outperformance Plan, award recipients will share in a "performance pool" if the Company's total return to stockholders for the period from January 1, 2006 (measured based on the average closing price of the Company's common stock for the 20 trading days prior to January 1, 2006) to December 31, 2008 exceeds a cumulative total return to stockholders of 30%, including both share price appreciation and dividends paid. The size of the pool will be 10% of the outperformance amount in excess of the 30% benchmark, subject to a maximum dilution cap equal to $40 million, exclusive of accrued dividends. Each employee's award under the 2006 Outperformance Plan will be designated as a specified percentage of the aggregate performance pool. Assuming the 30% benchmark is achieved, the performance pool that is established under the 2006 Outperformance Plan will be allocated among the Company's employees in accordance with the percentage specified in each employee's award agreement. Although the amount of the awards earned under the 2006 Outperformance Plan will be determined when the performance pool is established, not all of the awards vest at that time. Instead, 50% of the awards vest on December 31, 2008 and 25% of the awards vest on each of the first two anniversaries thereafter based on continued employment. The Company recorded the compensation expense for the 2006 Outperformance Plan in accordance with SFAS 123 (R) "Stock Based Compensation." The fair value of the 2006 Outperformance Plan on the date of adoption was determined by the Company to be $4.1 million. In connection with its determination, the Company retained a firm that had experience in appraising similar plans and considered such appraisal in its determination of the fair value of the 2006 Outperformance Plan. The Company will amortize 50% of the value into compensation expense over the first three years of the plan, 25% will be amortized over four years and the remaining 25% over five years. The Company recorded compensation expense of $0.3 million for each of the three months and $0.6 million for each of the six months ended June 30, 2008 and 2007, respectively.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

11. Equity Based Compensation—(Continued)

The status of our LTIP grants as of June 30, 2008 and December 31, 2007 is as follows (units in thousands):

	June 30, 2008					December 31, 2007

	LTIP Grants			Weighted Average Grant Price		LTIP Grants			Weighted Average Grant Price
Balance at beginning of year(1)		5,484		$	11.47		1,683		$	9.44
Granted		2,558			8.59		3,826			12.25
Converted to common stock		(501	)		9.51		(20	)		9.0
Forfeited		(49	)		9.52		(5	)		16.48

Ending balance(2)		7,492		$	10.63		5,484		$	11.47

(1): Reflects balance at January 1, 2008 for the quarter ended June 30, 2008 and January 1, 2007 for the year ended December 31, 2007.
(2): Reflects balance at June 30, 2008 and December 31, 2007, respectively.

12. Stockholders' Equity

In April 2007, the Company implemented a Dividend Reinvestment and Stock Purchase Plan, or the Plan, pursuant to which it registered with the Securities and Exchange Commission and reserved for issuance 15,000,000 shares of its common stock. Under the terms of the Plan, stockholders who participate in the Plan may purchase shares of the Company's common stock directly from it, in cash investments up to $10,000. At the Company's sole discretion, it may accept optional cash investments in excess of $10,000 per month, which may qualify for a discount from the market price of 0% to 5%. Plan participants may also automatically reinvest all or a portion of their dividends for additional shares of the Company's stock. The Company expects to use the proceeds from any dividend reinvestments or stock purchases for general corporate purposes.

In May 2008, the Company entered into an equity distribution agreement with Wachovia Capital Markets, LLC ("Wachovia"). In accordance with the terms of the agreement, the Company may offer and sell up to 10,000,000 shares of its common stock from time to time through Wachovia. Wachovia will receive a commission from the Company of up to 2.5% of the gross sales price of all shares sold through it under the equity distribution agreement.

Common Stock

In May 2008, the Company issued 37,812 shares of common stock with a fair value at the date of grant of $0.4 million to its Board of Directors as part of their annual grants.

For the three and six months ended June 30, 2008, the Company issued a total of zero and 224,434 shares of common stock, respectively, related to employee compensation arrangements and employee separation agreements.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

12. Stockholders' Equity—(Continued)

For the three and six months ended June 30, 2008, the Company sold a total of 102,000 shares of common stock related to its equity distribution agreement with Wachovia raising net proceeds of approximately $1.0 million, net of $26,000 in commissions.

For the three and six months ended June 30, 2008, the Company sold a total of 29,607 and 63,850 shares of common stock, respectively, pursuant to the Plan, raising net proceeds of approximately $0.3 million and $0.6 million, respectively.

Dividends

On January 22, 2008, the Company declared a cash dividend of $0.36 per share of common stock, $0.54688 per share of Series A preferred stock and $0.51563 per share of Series B preferred stock. The dividends were paid on February 15, 2008 to stockholders of record as of the close of business on February 5, 2008.

On April 22, 2008, the Company declared a cash dividend of $0.36 per share of common stock, $0.54688 per share of Series A preferred stock and $0.51563 per share of Series B preferred stock. The dividends were paid on May 15, 2008 to the stockholders of record as of the close of business on May 5, 2008.

Earnings Per Share

Earnings per share for the three and six months ended June 30, 2008 and 2007 is computed as follows (in thousands):

		For the Three Months Ended June 30,					For the Six Months Ended June 30,

		2008			2007		2008			2007
Numerator (Income)
*Basic Earnings*
Net income available to common stockholders		$	(18,539	)	$	10,965	$	176,734		$	17,315
Effect of dilutive securities									��
	Income allocated to minority interest		(2,212	)		779		20,832			1,155

*Dilutive net income available to stockholders*		$	(20,751	)	$	11,744	$	197,566		$	18,470

Denominator (Weighted Average Shares)
*Basic Earnings:*
Shares available to common stockholders			62,709			61,378		62,662			61,354
Effect of dilutive securities:
OP/LTIP units			7,484			3,041		7,137			3,045

*Dilutive Shares*			70,193			64,419		69,799			64,399

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

13. Minority Interest

Operating Partnership

Minority interest represents the aggregate limited partnership interests or OP Units in the Operating Partnership held by limited partners (the "Unit Holders"). Income allocated to the minority interest is based on the Unit Holders ownership percentage of the Operating Partnership. The ownership percentage is determined by dividing the numbers of OP Units held by the Unit Holders by the total OP Units outstanding. The issuance of additional shares of beneficial interest (the "Common Shares" or "Share") or OP Units changes the percentage ownership of both the Unit Holders and the Company. Since a unit is generally redeemable for cash or Shares at the option of the Company, it is deemed to be equivalent to a Share. Therefore, such transactions are treated as capital transactions and result in an allocation between shareholders' equity and minority interest in the accompanying condensed consolidated balance sheet to account for the change in the ownership of the underlying equity in the Operating Partnership. As of June 30, 2008 and December 31, 2007, minority interest related to the aggregate limited partnership units of 7,492,092 and 5,683,118, represented a 10.65% and 8.43% interest in the Operating Partnership, respectively.

Joint Ventures

In May 2006, the Company formed the Wakefield joint venture with Chain Bridge. The joint venture is consolidated in the condensed consolidated financial statements and Chain Bridge's capital is treated as minority interest. Income allocated to minority interest for the three and six months ended June 30, 2008 was $0.1 million. Income allocated to minority interest for the three and six months ended June 30, 2007 was $0.1 million.

In March 2007, the Company formed a joint venture with Monroe. On May 7, 2008, the Company completed a recapitalization of this middle-market corporate lending venture. Upon completion of the recapitalization transaction, the Company deconsolidated the venture. Monroe's capital is no longer a component of minority interest.

14. Risk Management and Derivative Activities

Derivatives

The Company uses derivatives primarily to manage interest rate risk exposure. These derivatives are typically in the form of interest rate swap agreements and the primary objective is to minimize interest rate risks associated with the Company's investment and financing activities. The counterparties of these arrangements are major financial institutions with which the Company may also have other financial relationships. The Company is exposed to credit risk in the event of non-performance by these counterparties; however, the Company does not anticipate that any of the counterparties will fail to meet their obligations because of their high credit ratings. The objective in using interest rate derivatives is to add stability to interest expense and to manage exposure to interest rate movements.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

14. Risk Management and Derivative Activities—(Continued)

In January 2008, the Company adopted SFAS 159 and elected the fair value option for its bonds payable and its liability to subsidiary trusts issuing preferred securities. Under SFAS 159, the changes in fair value of these financial instruments are now recorded in earnings. As a result of this election, the interest rate swap agreements associated with these debt instruments no longer qualify for hedge accounting, in accordance with SFAS 133 "Derivatives and Hedging Activity", since the underlying debt is remeasured with changes in the fair value recorded in earnings. The unrealized gains or losses accumulated in other comprehensive income, related to these interest rate swaps, will be reclassified into earning over the shorter of either the life of the swap or the associated debt with current mark-to-market unrealized gains or losses recorded in earnings. For the three months ended June 30, 2008, the Company recorded, in earnings, a mark-to-market unrealized gain of $33.4 million and a $1.4 million reclassification from accumulated other comprehensive income for the non-qualifying interest rate swaps. For the six months ended June 30, 2008, the Company recorded, in earnings, a mark-to-market unrealized gain of $3.1 million and a $2.6 million reclassification from accumulated other comprehensive income for the non-qualifying interest rate swaps.

The following tables summarize the Company's derivative financial instruments as of June 30, 2008 and December 31, 2007 (in thousands):

				Range of Fixed LIBOR	Range of Maturity

Interest rate swaps and basis swaps
As of June 30, 2008	1,495,212	(41,666	)	4.18% - 5.63%	October 2009 - August 2018
As of December 31, 2007	856,306	(49,280	)	4.18% - 6.61%	March 2008 - August 2018

Credit Risk Concentrations

Concentrations of credit risk arise when a number of borrowers, tenants or issuers related to the Company's investments are engaged in similar business activities or located in the same geographic location to be similarly affected by changes in economic conditions. The Company monitors its portfolio to identify potential concentrations of credit risks. The Company has no one borrower or one tenant that generates 10% or more of its total revenue. However, approximately 17.7% and 11.1% of the Company's rental and escalation revenue for the six months ended June 30, 2008 is generated from two tenants in the Company's healthcare net lease portfolio. The Company believes the remainder of its net lease portfolio is reasonably well diversified and does not contain any unusual concentration of credit risks.

15. Off Balance Sheet Arrangements

Term Debt Transactions

The Company has interests in four term debt transactions, N-Star I, N-Star II, N-Star III and N-Star V, which are structured as collateralized debt obligations and whose term notes are primarily collateralized by investment grade real estate securities. The Company generally purchases the

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

15. Off Balance Sheet Arrangements—(Continued)

preferred equity or the income notes of each term debt transaction, which are the equity securities of the term debt issuances, and, with the exception of N-Star I, all of the below investment grade term debt notes of each term debt transaction. In addition, the Company earns a fee of 0.35% of the outstanding principal balance of the assets backing each of these term debt issuances as an annual collateral management fee. The Company's interest in each of the four term debt transactions is accounted for as a single debt security available for sale pursuant to EITF 99-20.

The following tables describe certain terms of the collateral for and the notes issued by N-Star I, N-Star II, N-Star III and N-Star V at June 30, 2008 and December 31, 2007 (in thousands):

		Collateral—June 30, 2008									Term Notes—June 30, 2008

Issuance		Date Closed		Par Value of Collateral		Weighted Average Interest Rate			Weighted Average Expected Life (years)		Outstanding Term Notes(1)		Weighted Average Interest Rate at 6/30/08			Stated Maturity
N-Star I(2)			8/21/03	$	303,124		6.64	%		4.38	$	284,488		6.58	%		8/01/2038
N-Star II			7/01/04		333,283		6.17			4.75		296,887		5.50			6/01/2039
N-Star III			3/10/05		404,612		5.82			4.44		358,743		5.13			6/01/2040
N-Star V			9/22/05		498,167		5.66			6.59		456,319		4.69			9/05/2045

	Total			$	1,539,186		6.00	%		5.19	$	1,396,437		5.36	%

(1): Includes only notes held by third parties.
(2): The Company has an 83.3% interest.

		Collateral—December 31, 2007									Term Notes—December 31, 2007

Issuance		Date Closed		Par Value of Collateral		Weighted Average Interest Rate			Weighted Average Expected Life (years)		Outstanding Term Notes(1)		Weighted Average Interest Rate at 12/31/07			Stated Maturity
N-Star I(2)			8/21/03	$	320,583		6.58	%		4.64	$	301,406		6.24	%		8/01/2038
N-Star II			7/01/04		335,301		6.24			4.73		306,110		5.75			6/01/2039
N-Star III			3/10/05		404,772		6.30			5.20		358,892		5.84			6/01/2040
N-Star V			9/22/05		495,971		5.87			7.09		456,319		5.07			9/05/2045

	Total			$	1,556,627		6.21	%		5.59	$	1,422,727		5.66	%

(1): Includes only notes held by third parties.
(2): The Company has an 83.3% interest.

Equity Notes of Collateralized Loan Obligations

In December 2006, the Company acquired 40% of the residual equity interests in a Collateralized Loan Obligation ("CLO") originated by Monroe Capital, LLC, a specialty finance company, for $16.7 million. The CLO includes collateral of approximately $400 million backed primarily by first lien

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

15. Off Balance Sheet Arrangements—(Continued)

senior secured loans. The Company also acquired a 12.5% and 33.5% residual equity interest in two third party CLOs. The CLOs were determined to be variable interest entities under Fin 46(R)-6 and the Company determined that it was not the primary beneficiary; therefore, the financial statements of the CLOs were not consolidated into the condensed consolidated financial statements of the Company. On May 7, 2008, the Company completed a recapitalization of its middle-market corporate lending venture and contributed its CLO equity interests into the recapitalized entity. See Note 1 for additional information.

16. Segment Reporting

The Company's real estate debt segment is focused on originating, structuring and acquiring senior and subordinate debt investments secured primarily by commercial real estate properties. The Company generates revenues from this segment by earning interest income from its debt investments and its operating expenses consist primarily of interest costs from financing the assets. This segment generates income from operations by earning a positive spread between the yield on its assets and the interest cost of its debt. The Company evaluates performance and allocates resources to this segment based upon its contribution to income from continuing operations.

The Company's operating real estate segment is focused on acquiring commercial real estate facilities located throughout the U.S. that are primarily leased under long-term triple-net leases to corporate tenants. Triple-net leases generally require the lessee to pay all costs of operating the facility, including taxes and insurance and maintenance of the facility. The Company's net-leased facilities are currently located in New York, Ohio, California, Utah, Pennsylvania, New Jersey, Indiana, Illinois, New Hampshire, Massachusetts, Kansas, Maine, South Carolina, Michigan, Colorado, North Carolina, Florida, Washington, Oregon, Wisconsin, Georgia, Oklahoma, Nebraska, Tennessee, Texas and Kentucky. Revenues from these assets are generated from rental income received from lessees of the facilities, and operating expenses, which include interest costs related to financing the assets, operating expenses, real estate taxes, insurance, ground rent and repairs and maintenance. The segment generates income from operations by leasing these facilities at a higher rate than the costs of owning and financing the assets.

The Company's real estate securities segment is focused on investing in a wide range of commercial real estate debt securities, including commercial mortgage-backed securities ("CMBS"), REIT unsecured debt, credit tenant loans and unsecured subordinate securities of commercial real estate companies. The Company generates revenues from this segment by earning interest income and advisory fees from owning and managing these investments. Its operating expenses consist primarily of interest costs from financing its securities. The segment generates income from operations by earning advisory fees and a positive spread between the yield on its assets and the interest cost of its debt.

The Company's corporate loan segment is focused on originating, structuring and acquiring secured first and second lien loans to middle-market companies. The Company generates revenues from this segment by earning interest income from its debt investments and its operating expenses consist primarily of interest costs from financing the assets. This segment generates income from operations by earning a positive spread between the yield on its assets and the interest cost of its debt.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

16. Segment Reporting—(Continued)

The Company evaluates performance and allocates resources to this segment based upon its contribution to income from continuing operations. On May 7, 2008, the Company completed a recapitalization of its middle-market corporate lending venture. Upon completion of the recapitalization transaction, the Company deconsolidated the venture and now uses the equity method of accounting for the investment. As a result, and as of May 7, 2008, the corporate loan segment is no longer a reportable segment of the Company.

The following table summarizes segment reporting for the three and six months ended June 30, 2008 and 2007 (in thousands):

		Real Estate Debt			Operating Real Estate			Real Estate Securities		Corporate Loans		Unallocated(1)			Consolidated Total

Total revenues for the three months ended
	June 30, 2008	$	43,573		$	29,094		$	19,164	$	1,147	$	38		$	93,016
	June 30, 2007		53,320			22,910			27,824		2,698		708			107,460
Income (loss) from continuing operations before minority interest for the three months ended
	June 30, 2008		(7,992	)		(413	)		29,221		1,717		(38,501	)		(15,968	)
	June 30, 2007		23,825			982			6,680		463		(15,304	)		16,646
Net income (loss) for the three months ended
	June 30, 2008		(7,140	)		(369	)		26,105		1,534		(33,438	)		(13,308	)
	June 30, 2007		23,825			888			6,680		412		(16,082	)		15,723
Total revenues for the six months ended
	June 30, 2008		88,201			58,205			34,013		12,013		313			192,745
	June 30, 2007		94,550			43,223			47,985		2,698		3,258			191,714
Income (loss) from continuing operations before minority interest for the six months ended
	June 30, 2008		226,374			(2,370	)		1,969		6,219		(24,367	)		207,825
	June 30, 2007		39,808			468			8,927		1,185		(25,655	)		24,733
Net income (loss) for the six months ended
	June 30, 2008		202,238			(2,117	)		1,759		5,556		(20,240	)		187,196
	June 30, 2007		39,808			327			8,927		1,134		(26,810	)		23,386
Total assets as of
	June 30, 2008	$	2,321,312		$	1,256,367		$	454,155	$	—	$	145,425		$	4,177,259

(1): Unallocated includes the effect of the Monroe recapitalization, corporate level interest income, interest expense and general & administrative expenses.

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

17. Supplemental Disclosure of Non-Cash Investing and Financing Activities

A summary of non-cash investing and financing activities for the six months ended June 30, 2008 and 2007 is presented below (in thousands):

	June 30,

	2008			2007
The acquisition of available for sale securities with warehouse deposit	$	—		$	24,314
Real estate debt investment pay-down due from servicer		1,646			22,623
Write-off of deferred financing cost in connection with FAS 159 implementation		34,605			—
Initial mark-to-market adjustment in connection with FAS 159 implementation		(340,835	)		—
Elimination of available for sale securities due to acquisition of consolidated liabilities		—			(5,401	)
Reduction of mortgage notes and loans payable due to acquisition of consolidated asset and release of mortgage escrow					1,066
Elimination of bonds payable due to acquisition of consolidated assets		—			(23,750	)
Allocation of purchase price of operating real estate to deferred cost		—			(31,864	)
Minority interest buy-out		(1,566	)		—
Contribution of book value of assets to unconsolidated joint venture		112,097			—
Assumption of mortgage note payable		—			19,499

18. Subsequent Events

Dividends

On July 22, 2008, the Company declared a dividend of $0.36 per share of common stock, $0.54688 per share of Series A preferred stock and $0.51563 per share of Series B preferred stock. The dividends will be paid on August 15, 2008 to the stockholders of record as of the close of business on August 5, 2008.

Wakefield Preferred Equity

On July 9, 2008, Wakefield sold a $100 million convertible preferred equity interest to Inland American Real Estate Trust, Inc. ("Inland American"). The Company received approximately $87.7 million of net proceeds from the transaction. Prior to conversion, the convertible preferred investment will yield a dividend of 10.5%. The convertible preferred equity may be converted or redeemed, at Inland American's option, upon the sale or recapitalization of the Wakefield venture. Wakefield may, at its option, redeem the convertible preferred interests at any time following the first anniversary of the closing, subject to payment of a call premium that declines over time. In addition, at

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NORTHSTAR REALTY FINANCE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amount in Thousands, Except per Share Data

(Unaudited)

18. Subsequent Events—(Continued)

any time after the second anniversary of the closing, Inland American may convert its preferred equity interests into common equity in Wakefield. Based on the current investment amount and capital accounts of the Wakefield members, the convertible preferred equity interests would represent, upon conversion, approximately a 42% common equity ownership interest in Wakefield. Inland American will have the option of contributing additional preferred equity and participating in new Wakefield investment opportunities in proportion to its percentage ownership interest, assuming it were to convert its interests to common equity.

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

The following discussion should be read in conjunction with our financial statements and notes thereto included in this report.

Forward-Looking Statements

This report contains information that may constitute "forward-looking statements." Such forward-looking statements relate to, among other things, the operating performance of our investments and financing needs. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "seek," "anticipate," "estimate," "believe," "could," "project," "predict," "continue" or other similar words or expressions. Forward-looking statements are not guarantees of performance and are based on certain assumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or of financial condition or state other forward-looking information. Our ability to predict results or the actual effect of plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results in future periods to differ materially from those forward looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform these statements to actual results.

Factors that could have a material adverse effect on our operations and future prospects are set forth in "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2007, and those described from time to time in our future reports filed with the Securities and Exchange Commission. The factors set forth in the Risk Factors section could cause our actual results to differ significantly from those contained in any forward-looking statement contained in this report.

Introduction

We primarily derive revenues from interest income on the real estate debt investments that we originate with borrowers or acquire from third parties, our corporate loan investments and our real estate securities in which we invest. We generate rental income from our net lease investments. We also generate interest revenues from our ownership interest in non-consolidated securities term debt transaction issuances and advisory fee income and income from our unconsolidated ventures. Other income comprises a much smaller and more variable source of revenues and is generated principally from fees associated with early loan repayments and gains/losses from sales of securities.

We primarily derive income through the difference between the interest and rental income we are able to generate from our investments and the cost at which we are able to obtain financing for our investments. In order to protect this difference, or "spread", we seek to match-fund our investments using secured sources of long-term financing such as term debt transaction financings, mortgage financings and long-term unsecured subordinate debt. Match-funding means that we try to obtain debt with maturities equal to our asset maturities and borrow funds at interest rate benchmarks similar to our assets. Match-funding results in minimal impact to spread when interest rates are rising and falling and minimizes refinancing risk since our asset maturities match those of our debt.

Profitability and Performance Metrics

We calculate several metrics to evaluate the profitability and performance of our business.

•: Adjusted funds from operations: ("AFFO") (see "Non-GAAP Financial Measures—Funds from Operations and Adjusted Funds from Operations for a description of this metric).
•: Return on Equity ("ROE"), before and after general and administrative expenses. We calculate return on equity using AFFO, inclusive and exclusive of general and administrative expenses,

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divided by average common book equity during the period as a measure of the profitability generated by our assets and company on common stockholders' equity invested.

•: Assets Under Management ("AUM") growth is a key driver of our ability to grow our earnings.

Credit Risk Management is our ability to manage our assets in a manner that preserves principal and income and minimizes credit losses that would decrease income.

Corporate Expense Management influences the profitability of our business. We must balance making appropriate investments in our infrastructure and employees with a recognition that our accounting, finance, legal and risk management infrastructure does not directly generate quantifiable revenues for us. We frequently refer to general and administrative expenses, excluding stock-based compensation expense, divided by total revenues as a measure of our efficiency in managing expenses.

Availability and cost of capital will impact our profitability and earnings since we must raise new capital to fund a majority of our AUM growth.

Outlook and Recent Trends

In early 2007, the subprime residential lending and single family housing markets began to experience significant default rates, declining real estate values and increasing backlog of housing supply, and other lending markets experienced higher volatility and decreased liquidity resulting from the poor credit performance in the residential lending markets. The residential sector capital markets issues quickly spread more broadly into the asset-backed commercial real estate, corporate and other credit and equity markets even though underlying fundamentals outside of the residential real estate sector continued to show strong performance and credit metrics. Although we do not have any direct subprime exposure or direct exposure to the single family mortgage market, the factors described above have resulted in substantially reduced mortgage loan originations and securitizations, and caused more generalized credit market dislocations and a significant contraction in available credit. As a result, most financial industry participants, including commercial real estate lenders and investors, continue to find it difficult to obtain cost-effective debt capital to finance new investment activity or to refinance maturing debt. The U.S. Federal Reserve, or the "Federal Reserve," has responded to these conditions by lowering the federal funds rate from a high of 5.25% in September 2007 to as low as 2.00% more recently; however, many economists believe that the U.S. economy is either near or in a recession and capital market conditions remain challenging.

Low interest rates are generally good for commercial real estate values because the discount rate applied to underlying cash flows should be lower, and low rates are also good for loan credit because debt service costs are lower while underlying values are supported. Nevertheless, the inability to access the credit markets has a negative impact on commercial real estate.

Weaker macroeconomic conditions combined with the continued lack of liquidity in the U.S. commercial real estate market continue to pressure underlying real estate values. Property types most directly and immediately impacted by these weaker conditions include residential condominium projects in markets which experienced a high level of development during the residential market boom, such as in South Florida, Las Vegas and areas of California. Multi-family properties located in nearby areas have generally been impacted by the oversupply of condominiums because many of these projects are being converted into competing rental properties. Two of our assets, which are first mortgages totaling $35.1 million, have multi-family rental collateral properties located in South Florida and are experiencing weak operating performance due to conversions of condominiums to rental properties. Also, hotels are generally most immediately impacted by changing economic conditions because revenues are generated on a nightly basis, based on room rates and occupancy. The next most sensitive real estate class to changing economic conditions is retail, followed by office and industrial properties. Office, industrial and retail property types have longer-term, multi-year leases and therefore reset to

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market on a lagging basis. The degree to which commercial real estate values are impacted by weaker economic conditions will be determined primarily by the length that such conditions exist and the severity of contraction.

Credit spreads on commercial mortgages (i.e., the interest rate spread over given benchmarks such as LIBOR or U.S. Treasury securities) are significantly influenced by: (a) supply and demand for such mortgage loans; (b) perceived risk of the underlying real estate collateral cash flow; and (c) capital markets execution for the sale or financing of such commercial mortgage assets. In the case of (a), the number of potential lenders in the market place and the amount of funds they are willing to devote to commercial mortgage assets will impact credit spreads. As liquidity increases, spreads on equivalent commercial mortgage loans will decrease. Conversely, a lack of liquidity will result in credit spreads increasing. During periods of volatility, the number of lenders participating in the market may change at an accelerated pace. Further, many lenders depend on the capital markets in order to finance their portfolio of commercial loans. Lenders are forced to increase the credit spread at which they are willing to lend as liquidity in the capital market decreases. As the market tightens, many warehouse lenders have requested additional collateral or repayments with respect to their loans in order to maintain margins that are acceptable to them.

For existing loans, when credit spreads widen, the fair value of these existing loans decreases. If a lender were to originate a similar loan today, such loan would carry a greater credit spread than the existing loan. Even though a loan may be performing in accordance with its loan agreement and the underlying collateral has not changed, the fair value of the loan may be negatively impacted by the incremental interest foregone from the widened credit spread. Accordingly, when a lender wishes to sell or finance the loan, the reduced value of the loan will impact the total proceeds that the lender will receive.

We responded to these difficult conditions by decreasing investment activity when we observed deteriorating market conditions. We expect credit to continue to be challenging throughout the remainder of 2008 and into 2009 and believe we have the resources to quickly identify potential issues and to act aggressively to protect our invested capital.

Approximately $4.0 billion of our term debt transaction liabilities (including the off-balance sheet and on-balance sheet financings) are in their reinvestment periods which means when the underlying assets repay we are able to reinvest the proceeds in new assets without having to repay the liabilities. Because credit spreads are currently much wider than when we issued these liabilities, we currently expect to earn a higher return on equity on capital which is repaid and reinvested in this market. Approximately $353.1 million of our funded loan commitments have their initial maturity date in the second half of 2008 and approximately $631.4 million have their initial maturity date in 2009; however, all of the loans contain extension options of at least six months (many subject to performance criteria) so it is difficult to estimate how much capital, if any, from initial maturities or prepayments may be recycled into higher earning investments for the remainder of 2008 and 2009.

Although lower overall interest rates should cushion declines in real estate values and mitigate credit pressures, lower floating interest rates result in lower overall earnings for us. This holds true even when the underlying asset is perfectly match funded with similar debt because we do not finance 100% of the asset. Because portions of all of our assets, which are predominantly floating rate, are funded with equity, lower interest rates result in lower earnings. Furthermore, lower market liquidity levels tend to decrease prepayment activity which may result in lower other income and early recognition of loan discounts and fees compared to prior periods, as well as defer our ability to reinvest proceeds in new, higher yielding assets without having to repay the liabilities. Additionally, decreasing real estate values and weaker collateral operating performance due to economic conditions may result in our recognizing higher credit loss reserve levels than in the past.

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Our near-term business plan assumes that we are able to recycle equity capital from lower return-generating assets, such as our net leased healthcare portfolio, and that we are able to reinvest these proceeds in a current market that we believe can provide a greater level of returns due to a lack of liquidity and competition. Our plan also assumes that we can successfully continue to generate other income levels consistent with or greater than in the past, given our larger asset base, and can manage credit so that future credit losses, while higher than prior periods, will not be significantly greater than in the past. Furthermore, we intend to allocate investment capital to our LandCap joint venture, and have a $175 million discretionary commitment along with an equal amount committed by Goldman, Sachs' Whitehall funds. The venture's investment strategy to take advantage of distress in the residential markets will likely involve making investments in non-performing loans backed by residential land and equity interests in residential lots. These investments potentially are not expected to generate meaningful current returns for several years and a majority of our returns will likely be realized upon disposition or resolution of the assets. Because the capital we raise has a current pay requirement, including our equity, there will likely be a timing difference between payments we must make to our creditors and shareholders and the ultimate receipt of a return on our invested capital. Our future level of earnings and dividends in this low interest rate and liquidity environment is dependent upon our ability to successfully execute these plans.

We believe that in the longer term, liquidity and attractive pricing could return to the commercial real estate finance markets but that in the near term, new financing sources must be developed in order to attractively finance new investment activity. We believe these sources will include term loans from financial institutions and life companies, more restrictive commercial real estate finance structures, which may not permit reinvestment from asset repayments, and financing provided by motivated sellers of assets.

Investors are encouraged to read the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2007 and in our Quarterly Report on Form 10-Q for the period ended June 30, 2008.

Risk Management

We conduct a quarterly comprehensive credit review, resulting in an individual risk rating being assigned to each asset. This review is designed to enable management to evaluate and proactively manage asset-specific credit issues and identify credit trends on a portfolio-wide basis as an "early warning system." Nevertheless, we cannot be certain that our review will identify all issues within our portfolio due to, among other things, adverse economic conditions or events adversely affecting specific assets; therefore, potential future losses may also stem from assets that are not identified by our credit reviews. Based on the quarterly reviews, assets are put on an internal "Watch List" if we believe there is greater near-term risk that we could lose invested capital and/or there is a situation at the underlying collateral which requires intensive risk management and portfolio management resources. A Watch List asset does not necessarily mean it is non-performing or that there has been an impairment to our loan basis, but indicates our view that the risk of the asset becoming non-performing or impaired is much greater than in the overall portfolio. As of June 30, 2008, we had seven assets on our Watch List totaling $109.0 million, which represents approximately 2.6% of total assets.

As of June 30, 2008, no assets were delinquent on required principal or interest payments according to the underlying loan terms and no assets were considered non-performing. During the second quarter 2008 we recorded a $2.5 million credit loss provision relating to two loans which are on the Watch List. We recorded a $2.0 million credit loss provision relating to an $11.0 million mezzanine loan backed by a portfolio of seven limited service hotel properties and unentitled land. The loan has a 21.50% accrual rate and an 11.25% cash pay rate. The collateral properties were recently completed and continue to experience improving operating performance as they reach expected stabilized occupancy levels. In addition, the borrower plans to market the land for sale. We also put the loan on

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non-accrual status until such time as we are comfortable that the underlying collateral value fully supports our loan basis. We also recorded a $0.5 million credit loss provision relating to an $18.0 million first mortgage loan backed by a multi-family property located in South Florida. The sponsor of this asset has experienced financial distress and cannot currently meet its reserve replenishment funding obligations. We believe the reserve is prudent until such time as the collateral's performance indicates that its value fully covers our loan basis. In the first quarter 2008, we recorded a $0.8 million credit loss provision for a $19.5 million first mortgage loan secured by two multi-family properties located in San Antonio, Texas. The loans are paying current; however, we are working with the borrower to sell the collateral to more financially capable owner who will inject fresh cash equity into the property. Credit loss reserves for real estate loans total $3.25 million as of June 30, 2008.

Critical Accounting Policies

The following is a summary of our critical accounting policies. Refer to the section of our Annual Report on Form 10-K for the year ended December 31, 2007 entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting policies" for a full discussion of our critical accounting policies.

Valuation of Financial Instruments

Proper valuation of financial instruments is a critical component of our financial statement preparation. We adopted the provisions of SFAS No. 157 "Fair Value Measurements" ("SFAS 157") effective January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between marketplace participants at the measurement date (i.e., the exit price).

We have categorized our financial instruments, based on the priority of the inputs to the valuation technique, into a three level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Financial assets and liabilities recorded on the Condensed Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows:


Level 1.	Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market (examples include active exchange-traded equity securities, listed derivatives, most U.S. Government and agency securities, and certain other sovereign government obligations).
Level 2.	Financial assets and liabilities whose values are based on the following:
	a)	Quoted prices for similar assets or liabilities in active markets (for example, restricted stock);
	b)	Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently);

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	c)	Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps); and
	d)	Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability (for example, certain mortgage loans).
Level 3.	Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management's own assumptions about the assumptions a market participant would use in pricing the asset or liability (examples include private equity investments, commercial mortgage backed securities, and long-dated or complex derivatives including certain foreign exchange options and long dated options on gas and power).

The fair values of our financial instruments are based on observable market prices when available. Such prices are based on the last sales price on the date of determination, or, if no sales occurred on such day, at the "bid" price at the close of business on such day and if sold short at the "asked" price at the close of business on such day. Interest rate swap contracts are valued based on market rates or prices obtained from recognized financial data service providers. Generally these prices are provided by a recognized financial data service provider.

We have valued our financial instruments, in the absence of observable market prices, using the valuation methodologies described below applied on a consistent basis. For some financial instruments little market activity may exist; management's determination of fair value is then based on the best information available in the circumstances, and may incorporate management's own assumptions and involves a significant degree of management's judgment.

Investments for which market prices are not observable are generally investments in equity or income notes of term debt transactions, equity interests in collateralized loan obligations and trust preferred securities. Fair values of these investments are determined by reference to market rates or prices provided by the underwriters of the structured securities or cash flow models utilizing an internal rate of return provided by the underwriters of the term debt or CLO transaction. An analysis is applied to the estimated future cash flows using various factors depending on the investments, including various reinvestment parameters.

Liabilities for which market prices are not generally observable include our liability to subsidiary trusts issuing preferred securities. The fair value of these debt instruments are based upon an analysis of other instruments issued by us that are currently actively traded including our preferred stock and exchangeable senior notes. An analysis is performed on the implied credit spreads that could be observed for these instruments. We believe that the credit spreads for our preferred stock and exchangeable senior notes are valid proxies for those of the liability to subsidiary trusts issuing preferred securities because they share many of the same structural and credit features. However, in deriving appropriate credit spreads for the liability to subsidiary trusts issuing preferred securities on the basis of observed credit spreads for preferred stock and exchangeable senior notes, several adjustments are made to reflect the differences between these instruments and the liability to subsidiary trusts issuing preferred securities.

We also adopted SFAS No. 159 "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS 159") effective January 1, 2008 and we have elected to fair value certain financial instruments. The change in fair value of these instruments is recorded in unrealized gain (loss) on investments and other in the condensed consolidated statement of operations. See Note 3 to the condensed consolidated financial statements for further information.

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Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS 141(R), "Business Combinations" ("SFAS 141(R)"). This Statement replaces SFAS 141, "Business Combinations", and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS 141(R) also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS 141(R)). In addition, SFAS 141(R)'s requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. SFAS 141(R) amends SFAS No. 109, "Accounting for Income Taxes", to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. It also amends SFAS 142, "Goodwill and Other Intangible Assets", to, among other things, provide guidance on the impairment testing of acquired research and development intangible assets and assets that the acquirer intends not to use. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We are currently assessing the potential impact that the adoption of SFAS 141(R) could have on our financial statements.

In December 2007, the FASB issued SFAS 160, "Noncontrolling Interests in Consolidated Financial Statements" ("SFAS 160"). SFAS 160 amends Accounting Research Bulletin 51, "Consolidated Financial Statements", to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. We are currently assessing the potential impact that the adoption of SFAS 160 could have on our financial statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities—An Amendment of FASB Statement No. 133" ("SFAS 161"). SFAS 161 expands the disclosure requirements for derivative instruments and hedging activities. SFAS 161 specifically requires entities to provide enhanced disclosures addressing the following: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. SFAS 161 is effective for us on January 1, 2009. We are currently assessing the potential impact that the adoption of SFAS 161 could have on our financial statements.

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In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with generally accepted accounting principles in the United States for non-governmental entities. SFAS 162 is effective 60 days following approval by the U.S. Securities and Exchange Commission ("SEC") of the Public Company Accounting Oversight Board's amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". We are currently assessing the potential impact that the adoption of SFAS 162 could have on our financial statements.

In May 2008, the FASB issued FASB Staff Position APB 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement of the conversion option. FSP APB 14-1 requires bifurcation of the instrument into a debt component that is initially recorded at fair value and an equity component. The difference between the fair value of the debt component and the initial proceeds from issuance of the instrument is recorded as a component of equity. The liability component of the debt instrument is accreted to par using the effective yield method; accretion is reported as a component of interest expense. The equity component is not subsequently re-valued as long as it continues to qualify for equity treatment. FSP APB 14-1 is effective for financial statements issued and for fiscal years and interim periods after December 15, 2008. Early adoption is not permitted. We are currently assessing the potential impact that the adoption of FSP APB 14-1 could have on our financial statements.

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RESULTS OF OPERATIONS

Comparison of the Three Months Ended June 30, 2008 to the Three Months Ended June 30, 2007

Revenues

Interest Income

Interest income for the three months ended June 30, 2008 totaled $49.9 million, representing a decrease of $30.0 million, or 38%, compared to $79.9 million for the three months ended June 30, 2007. The decrease of $33.5 million was attributable to a lower average LIBOR rate of approximately 285 basis points and the sale of certain assets to the Securities Fund. This decrease was partially offset by the full quarter benefit in 2008 of the $850.9 million of investments acquired in the second quarter of 2007. We also originated and acquired commercial real estate debt, commercial real estate securities and corporate debt subsequent to June 30, 2007 that had a net book value of $856.4 million. The interest income from these investments was partially offset by approximately $754.8 million of investment dispositions and repayments subsequent to June 30, 2007, resulting in a net increase to interest income of approximately $3.5 million.

Interest Income—Related Parties

Interest income from related parties for the three months ended June 30, 2008 totaled $3.6 million, representing an increase of $0.6 million, or 20%, compared to $3.0 million for the three months ended June 30, 2007. The increase is attributable to increases in our investments in the non-investment grade note classes of our unconsolidated term debt transactions. All of our real estate securities term debt transactions completed since 2006 in which we retain the equity notes have been accounted for as on-balance sheet financings.

Rental and Escalation Income

Rental and escalation income for the three months ended June 30, 2008 totaled $29.0 million, representing an increase of $7.1 million, or 32%, compared to $21.9 million for the three months ended June 30, 2007. The increase was primarily attributable to net lease property acquisitions by our Wakefield joint venture. These acquisitions collectively contributed $6.1 million of additional rental income. Other net lease properties acquired during the three months ended, or subsequent to, June 30, 2007, contributed additional rental and escalation income of $1.3 million. These increases were partially offset by a decrease of $0.3 million in reimbursement income at one of our core net lease properties.

Advisory and Management Fee Income—Related Parties

Advisory fees from related parties for the three months ended June 30, 2008 totaled $6.5 million, representing an increase of approximately $5.1 million, or 364%, compared to $1.4 million for the three months ended June 30, 2007. In July 2007, we sold our equity interest in N-Star IX to the Securities Fund. As a result of the sale, the N-Star IX financing is no longer consolidated into our financial statements, but we continue to earn advisory fees. During the second quarter 2008, we sold 67% of our advisory fee income stream, pursuant to our agreement with N-Star IX, to the Securities Fund. The increase was primarily attributable to the recognition of an additional $4.8 million in fee income related to the sale, advisory fees earned on N-Star IX, prior to the sale, of $0.2 million, which were formerly eliminated in consolidation, and fees earned on the Securities Fund of $0.1 million.

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Other Revenue

Other revenue for the three months ended June 30, 2008 totaled $4.0 million, representing an increase of $2.7 million, or 208%, compared to $1.3 million the three months ended June 30, 2007. Other revenue for three months ended June 30, 2008 consisted primarily of the sale of our profit participation interest in a real estate debt investment for $3.7 million, $0.1 million in unused credit line fees, $0.1 million in draw fees and $0.1 million miscellaneous other revenue. Other revenue for the three months ended June 30, 2007 included $0.9 million of recurring income from premiums received on credit default swaps related to Abacus NS2 and $0.4 million in prepayment penalties and loan assumption fees from loans in our real estate debt portfolio.

Expenses

Interest Expense

Interest expense for the three months ended June 30, 2008 totaled $45.9 million, representing a decrease of $18.6 million, or 29%, compared to $64.5 million for the three months ended June 30, 2007. The decrease in interest expense for the three months ended June 30, 2008 includes the sale of N-Star IX and other assets to the Securities Fund, decreasing interest expense by $11.0 million, a decrease of $12.3 million on N-Star IV, VI, VII and VIII bonds payable due to decreases in LIBOR, debt paydowns and the effect of net settlements on interest rate swaps being recorded in unrealized gain (loss) on investments and other as the result of the SFAS 159 election on the underlying debt, lower secured term debt balances resulting in $2.8 million decreased interest expense and the paydown of repurchase obligations decreasing interest expense by $1.0 million. These decreases were partially offset by the impact of the June 2007 closing of our $172.5 million exchangeable senior notes offering, the May 2008 closing of our $80.0 million exchangeable senior notes and June 2007 private placement of $35.1 million of trust preferred debt resulting in additional interest expense of approximately $2.2 million, additional mortgage loans payable due to acquisitions in our net lease portfolio resulting in $4.7 additional interest expense, the addition of $423.3 million in financing from our MC Facility and our MC VFCC Facility, prior to the Monroe recapitalization, resulting in $0.4 million additional interest expense, higher balances on credit facilities increasing interest expense by $0.5 million and the full quarter impact of the Euro-note resulting in $0.6 million additional interest expense.

Real Estate Properties—Operating Expenses

Real estate property operating expenses for three months ended June 30, 2008 totaled $2.0 million, which was essentially flat compared to $2.0 million for three months ended June 30, 2007.

Asset Management Fees—Related Party

Advisory fees for related parties for the three months ended June 30, 2008 totaled $0.9 million, representing an increase of $0.2 million, or 29%, compared to $0.7 million for the three months ended June 30, 2007. The increase was primarily attributable to increased fees in our Wakefield joint venture resulting from healthcare property acquisitions. We incurred $0.8 million of advisory fees to Wakefield Capital Management and $0.1 million of advisory fees to Monroe Management for the three months ended June 30, 2008, respectively. We incurred $0.6 million of advisory fees to Wakefield Capital Management and $0.1 million of advisory fees to Monroe Management for the three months ended June 30, 2007, respectively.

Fundraising Fees, Debt Issuance Costs and Other

Fundraising fees, debt issuance costs and other for the three months ended June 30, 2008 totaled $4.9 million. These fees were comprised of $4.9 million of debt issuance cost related to the May 2008

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issuance of our 11.50% exchangeable senior notes (the "NNN Notes"). We had no such fees for the three months ended June 30, 2007.

Provision for Loss on Investments

Provision for loss on investments for the three months ended June 30, 2008 totaled $2.5 million. The provision includes a $2.0 million reserve against a $11.0 million mezzanine loan backed by a portfolio of seven limited service hotel properties and unentitled land and a $0.5 million reserve against a $18.0 million first mortgage loan backed by a multi-family property located in South Florida . There was no provision for loss on investments for the three months ended June 30, 2007.

General and Administrative

General and administrative expenses for the three months ended June 30, 2008 totaled $14.7 million, representing an increase of $0.5 million, or 3%, compared to $14.2 million for the three months ended June 30, 2007. The primary components of our general and administrative expenses were the following:

Salaries and equity-based compensation for the three months ended June 30, 2008 totaled $9.9 million, representing an increase of approximately $1.0 million, or 11%, compared to $8.9 million, for the three months ended June 30, 2007. The increase was attributable to a $1.8 million increase related to equity-based compensation, which was partially offset by a $0.8 million decrease related to salaries due to lower staffing levels resulting from decreased investment activity. The $1.8 million increase in equity-based compensation expense was attributable to an increase of approximately $2.8 million of vesting of equity-based awards issued under our 2004 Omnibus Stock Incentive Plan relating to grants issued in the fourth quarter 2007 and first quarter 2008, The increase was offset by a decrease of $0.6 million relating to the Long Term Incentive Bonus Plan, which was fully vested as of September 30, 2007, and a decrease in equity-based compensation expense of $0.4 million related to our Employee Outperformance Plan.

Auditing and professional fees for the three months ended June 30, 2008 totaled $1.2 million, representing a decrease of $0.1 million, or 8%, compared to $1.3 million for the three months ended June 30, 2007. The decrease was primarily attributable to lower legal fees for general corporate work and investment activities, recruiting fees, and fees related to agreed upon procedures in connection with term debt transactions.

Other general and administrative expenses for the three months ended June 30, 2008 totaled $3.5 million, representing a decrease of approximately $0.6 million, or 18%, compared to $4.1 million for the three months ended June 30, 2007. The decrease was primarily attributable to decreases costs related to decreased investment initiatives and a decrease in overhead resulting from lower staffing levels during the three months ended June 30, 2008.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended June 30, 2008 totaled $10.0 million, representing an increase of $2.2 million, or 28%, compared to $7.8 million for the three months ended June 30, 2007. This increase was primarily attributable to $98.0 million of net lease acquisitions made subsequent to June 30, 2007.

Equity in (Loss) Earnings of Unconsolidated Ventures

Equity in (loss) earnings for the three months ended June 30, 2008 totaled a loss of $5.4 million, representing a decrease of $4.8 million, compared to a loss of $0.6 million for the three months ended

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June 30, 2007. In July 2007, we closed our Securities Fund, retaining a 25.7% interest that is accounted for under the equity method of accounting. During the second quarter 2008, we increased our interest in the Securities Fund to 45.9%. For the three months ended June 30, 2008, we recognized equity in loss of $4.9 million from the Securities Fund, of which $5.3 million was the unrealized loss related to the mark-to-market adjustment on the securities in the Securities Fund, and equity in loss of $1.1 million on the LandCap joint venture. The losses were partially offset by equity in earnings of $0.1 million in connection with our net lease joint venture and $0.5 million equity in earnings from our investment in the corporate lending joint venture, which was recapitalized in May 2008 resulting in deconsolidation of the venture. We are currently accounting for this venture under the equity method of accounting. Equity in losses for the three months ended June 30, 2007 consisted primarily of the operations of Monroe Management which generated a loss of $0.7 million, partially offset by a net lease joint venture, which had equity in earnings of $0.1 million.

Unrealized Gain (Loss) on Investments and Other

Unrealized gain (loss) on investments and other decreased by approximately $28.8 million for the three months ended June 30, 2008 to a loss of $29.7 million, compared to a loss of $0.9 million for the three months ended June 30, 2007. The unrealized loss on investments for the three months ended June 30, 2008 consisted primarily of unrealized losses related to SFAS 159 mark-to-market adjustments of $32.5 million on our corporate lending joint venture, $25.1 million on various N-Star term available for sale securities, $13.5 million on various N-Star bonds payable and $2.8 million on liability to subsidiary trusts issuing preferred securities, offset partially by unrealized gains related to SFAS 159 mark-to-market adjustments of $33.4 million on interest rate swaps as a result of these swaps no longer qualifying for hedge accounting under SFAS 133, and $11.6 million on exchangeable senior notes, and $0.6 million on securities sold, not yet purchased. The unrealized loss on investment for the three months ended June 30, 2007 consisted of a $0.4 million mark-to-market loss on our term debt transaction warehouse agreement as a result of a decline in the fair market value of collateral held in the warehouses and a $1.0 million mark-to-market loss on credit default swaps. We also had a $0.2 million unrealized loss related to the ineffective portion on the hedge of N-Star VII. These negative adjustments were slightly offset by a $0.5 million unrealized gain on a US treasury note short sale and a $0.2 million unrealized gain related to the ineffective portion of one of our interest rate swaps in N-Star IX.

Realized Gain on Investments and Other

The realized gain of $7.1 million for the three months ended June 30, 2008 was attributable to the recapitalization of our corporate loan venture in which we recognized a $46.0 million realized gain upon the extinguishment of a portion of the debt, a simultaneous $27.1 million cost basis reduction of our investment in the recapitalized venture and a realized loss of $18.9 million related to the sale of certain corporate loans within the portfolio. In addition we recognized a $7.1 million gain on the repurchase of various N-Star bonds.

Income from Discontinued Operations, Net of Minority Interest

Income from discontinued operations represents the operations of properties sold or held for sale during the period. In 2007, our Wakefield venture sold two assisted care living facilities, which were held for sale at June 30, 2007 and closed in April 2007. Accordingly, these operations were reclassified to income from discontinued operations. We had no discontinued operations for the three months ended June 30, 2008.

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Comparison of the Six Months Ended June 30, 2008 to the Six Months Ended June 30, 2007

Revenues

Interest Income

Interest income for the six months ended June 30, 2008 totaled $113.6 million, representing a decrease of $24.6 million, or 18%, compared to $138.2 million for the six months ended June 30, 2007. The decrease was attributable to a lower average LIBOR rate of approximately 285 basis points and the sale of certain assets to the Securities Fund, resulting in a decrease in interest income of approximately $40.9 million for the quarter. The decrease was partially offset by the full two quarters benefit in 2008 of the $2.5 billion of investments acquired in the first and second quarter of 2007. We also originated and acquired commercial real estate debt, commercial real estate securities and corporate debt subsequent to June 30, 2007 that had a net book value of $856.4 million. The interest income from these investments was partially offset by approximately $754.8 million of investment dispositions and repayments subsequent to June 30, 2007, resulting in a net increase to interest income of approximately $16.2 million.

Interest Income—Related Parties

Interest income from related parties for the six months ended June 30, 2008 totaled $7.3 million, representing an increase of $1.4 million, or 24%, compared to $5.9 million for the six months ended June 30, 2007. The increase is attributable to increases in our investments in the non-investment grade note classes of our unconsolidated term debt transactions. All of our real estate securities term debt transactions completed since 2006 in which we retain the equity notes have been accounted for as on-balance sheet financings.

Rental and Escalation Income

Rental and escalation income for the six months ended June 30, 2008 totaled $58.0 million, representing an increase of $16.8 million, or 41%, compared to $41.2 million for the six months ended June 30, 2007. The increase was primarily attributable to net lease property acquisitions by our Wakefield joint venture. These acquisitions collectively contributed $13.2 million of additional rental income. Other net lease properties acquired during the six months ended, or subsequent to, June 30, 2007, contributed additional rental and escalation income of $3.6 million.

Advisory and Management Fee Income—Related Parties

Advisory fees from related parties for the six months ended June 30, 2008 totaled $8.9 million, representing an increase of approximately $6.1 million, or 218%, compared to $2.8 million for the six months ended June 30, 2007. In July 2007, we sold our equity interest in N-Star IX to the Securities Fund. As a result of the sale, N-Star IX is no longer consolidated into our financial statements, but we continue to earn advisory fees from the financing. During the second quarter 2008, we sold 67% of our advisory fee income stream, pursuant to our agreement with N-Star IX, to the Securities Fund. The increase was primarily attributable to the recognition of an additional $4.8 million in fee income related to the sale and the advisory fees earned on N-Star IX, prior to the sale, of $1.0 million, which were formerly eliminated in consolidation, and fees earned on the Securities Fund of $0.3 million.

Other Revenue

Other revenue for the six months ended June 30, 2008 totaled $5.0 million, representing an increase of $1.4 million, or 39%, compared to $3.6 million the six months ended June 30, 2007. Other revenue for six months ended June 30, 2008 consisted primarily of $3.7 million in profit participation

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proceeds from the modification of a real estate debt investment and $0.3 million in prepayment penalties, $0.3 million of exit fees, $0.3 million in unused credit line fees, $0.1 million in draw fees $0.1 million in extension fees and $0.2 million miscellaneous other revenue. Other revenue for the six months ended June 30, 2007 included $1.9 million of recurring income from premiums received on credit default swaps related to Abacus NS2, $0.3 million related to a one-time consent fee on the early repayment of one of our real estate securities investments and $1.3 million in prepayment penalties and loan assumption fees from loans in our real estate debt portfolio.

Expenses

Interest Expense

Interest expense for the six months ended June 30, 2008 totaled $100.8 million, representing a decrease of $11.3 million, or 10%, compared to $112.1 million for the six months ended June 30, 2007. The decrease in interest was primarily the result of the sale of N-Star IX and other assets to the Securities Fund, decreasing interest expense by $15.2 million, decreased interest expense of $19.7 million on N-Star IV, VI, VII and VIII bonds payable due to decreases in LIBOR, debt paydowns and the effect of net settlements on interest rate swaps being recorded in unrealized gain (loss) on investments and other as the result of the SFAS 159 election on the underlying debt and decreased interested expense of $2.1 million due to the paydown of repurchase obligations. The decrease in interest expense was partially offset by additional mortgage loans payable due to acquisitions in our net lease portfolio resulting in $9.8 million additional interest expense, the impact of the June 2007 closing of our $172.5 million exchangeable senior notes offering and the March 2007 and June 2007 private placement of $72.7 million of trust preferred debt resulting in additional interest expense of approximately $6.3 million, the addition of $423.3 million in financing from our MC Facility and our MC VFCC Facility prior to the recapitalization resulting in $5.5 million additional interest expense, the full quarter impact of the Euro-note resulting in $2.6 million additional interest expense, higher balances on credit facilities increasing interest expense by $1.2 million and increased term loan balance resulting in $0.3 million additional interest expense.

Real Estate Properties—Operating Expenses

Real estate property operating expenses for six months ended June 30, 2008 totaled $4.1 million, representing an increase of $0.2 million, or 5%, compared to $3.9 million for six months ended June 30, 2007. The increase was attributable to net lease property acquisitions.

Asset Management Fees—Related Party

Advisory fees for related parties for the six months ended June 30, 2008 totaled $3.0 million, representing an increase of $1.6 million, or 114%, compared to $1.4 million for the six months ended June 30, 2007. The increase was primarily attributable to our Monroe Management joint venture, which was formed in March 2007 and increased fees in our Wakefield joint venture resulting from healthcare property acquisitions. We incurred $1.7 million of advisory fees to Wakefield Capital Management and $1.3 million of advisory fees to Monroe Management for the six months ended June 30, 2008, respectively. We incurred $1.3 million of advisory fees to Wakefield Capital Management and $0.1 million of advisory fees to Monroe Management for the six months ended June 30, 2007, respectively.

Fundraising Fees, Debt Issuance Costs and Other

Fundraising fees, debt issuance costs and other for the six months ended June 30, 2008 totaled $4.9 million. These fees were comprised of $4.9 million of debt issuance cost related to the May 2008

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issuance of our 11.50% exchangeable senior notes (the "NNN Notes"). We had no such fees for the three months ended June 30, 2007.

Provision for Loss on Investments

Provision for loss on investments for the six months ended June 30, 2008 totaled $3.3 million. The provision includes a $2.0 million reserve against a $11.0 million mezzanine loan backed by a portfolio of seven limited service hotel properties and unentitled land, $0.8 million reserve against a $19.5 million first mortgage asset backed by two multi-family properties and $0.5 million reserve against a $18.0 million first mortgage loan backed by a multi-family property located in South Florida. There was no provision for loss on investments for the six months ended June 30, 2007.

General and Administrative

General and administrative expenses for the six months ended June 30, 2008 totaled $32.7 million, representing an increase of $3.8 million, or 13%, compared to $28.9 million for the six months ended June 30, 2007. The primary components of our general and administrative expenses were the following:

Salaries and equity-based compensation for the six months ended June 30, 2008 totaled 21.7 million, representing an increase of approximately $4.0 million, or 23%, compared to $17.7 million, for the six months ended June 30, 2007. The increase was attributable to a $5.1 million increase related to equity-based compensation, which was partially offset by a $1.1 million decrease related to salaries due to lower staffing levels resulting from decreased investment activity. The $5.1 million increase in equity-based compensation expense was attributable to an increase of approximately $5.5 million of vesting of equity-based awards issued under our 2004 Omnibus Stock Incentive Plan relating to grants issued in the fourth quarter 2007 and first quarter 2008, an increase of $0.8 million in additional equity-based compensation granted in connection with employee compensation arrangements and an increase of $1.1 million in connection with employee separation agreements. The increase was offset by a decrease of $1.3 million relating to the Long Term Incentive Bonus Plan, which was fully vested as of September 30, 2007, and a decrease in equity-based compensation expense of $1.0 million related to our Employee Outperformance Plan.

Auditing and professional fees for the six months ended June 30, 2008 totaled $3.7 million, representing a decrease of $0.3 million, or 8%, compared to $4.0 million for the six months ended June 30, 2007. The decrease was primarily attributable to lower legal fees for general corporate work and investment activities, recruiting fees, and fees related to agreed upon procedures in connection with term debt transactions.

Other general and administrative expenses for the six months ended June 30, 2008 totaled $7.4 million, representing a decrease of approximately $0.1 million, or 2%, compared to $7.3 million for the three months ended June 30, 2007. The decrease was primarily attributable to decreases costs related to decreased investment initiatives and a decrease in overhead resulting from lower staffing levels during the six months ended June 30, 2008.

Depreciation and Amortization

Depreciation and amortization expense for the six months ended June 30, 2008 totaled $19.9 million, representing an increase of $5.5 million, or 38%, compared to $14.4 million for the six months ended June 30, 2007. This increase was primarily attributable to $98.0 million of net lease acquisitions made subsequent to June 30, 2007.

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Equity in (Loss) Earnings of Unconsolidated Ventures

Equity in (loss) earnings for the six months ended June 30, 2008 totaled a loss of $5.6 million, representing a decrease of $5.0 million, compared to a loss of $0.6 million for the six months ended June 30, 2007. In July 2007, we closed our Securities Fund, retaining a 25.7% interest that is accounted for under the equity method of accounting. During the second quarter 2008, we increased our interest in the Securities Fund to 45.9%. For the six months ended June 30, 2008, we recognized equity in loss of $5.6 million from the Securities Fund, of which $9.6 million was the unrealized loss related to the mark-to-market adjustment on the securities in the Securities Fund, and equity in loss of $1.6 million on the LandCap joint venture. The losses were partially offset by our investment in Monroe Management prior to terminating the joint venture in May 2008 and our investment in the corporate lending joint venture which was recapitalized in May 2008 resulting in deconsolidation of the venture. We are currently accounting for the venture under the equity method of accounting. We recognized $1.4 million of equity in earnings in connection with these joint ventures and $0.2 million in connection with our net lease joint venture, which had equity in earnings of $0.2 million. Equity in losses for the six months ended June 30, 2007 consisted primarily of the operations of Monroe Management which generated a loss of $0.8 million, partially offset by a net lease joint venture, which had equity in earnings of $0.2 million.

Unrealized Gain (Loss) on Investments and Other

Unrealized gain (loss) on investments and other increased by approximately $190.6 million for the six months ended June 30, 2008 to a gain of $182.4 million, compared to a loss of $8.2 million for the six months ended June 30, 2007. The unrealized gain on investments for the six months ended June 30, 2008 consisted primarily of unrealized gains related to SFAS 159 mark-to-market adjustments of $278.0 million on various N-Star bonds payable, $30.6 million on liability to subsidiary trusts issuing preferred securities and $12.7 million on exchangeable senior notes, offset partially by unrealized losses related to SFAS 159 mark-to-market adjustments of $32.5 million on our corporate lending joint venture, and $106.2 million on N-Star VIII available for sale securities. The unrealized loss on investment for the six months ended June 30, 2007 consisted of a $4.2 million mark-to-market loss on our warehouse agreement as a result of a decline in the fair market value of collateral held in the warehouses and a $5.1 million mark-to-market loss on the credit default swaps. We also had a $0.2 million unrealized loss related to the ineffective portion of the hedge of N-Star VII. These negative adjustments were slightly offset by a $0.5 million unrealized gain on securities sold, not yet purchased and a $0.8 million unrealized gain related to the ineffective portion of one of our interest rate swaps in N-Star IX.

Realized Gain on Investments and Other

The realized gain of $7.1 million for the six months ended June 30, 2008 was attributable to the recapitalization of our corporate loan venture in which we recognized a $46.0 million realized gain upon the extinguishment of a portion of the debt, a simultaneous $27.1 million cost basis reduction of our investment in the recapitalized venture and a realized loss of $18.9 million related to the sale of certain corporate loans within the portfolio. In addition we recognized a $7.1 million gain on the repurchase of various N-Star bonds.

Income from Discontinued Operations, Net of Minority Interest

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to income from discontinued operations. We had no discontinued operations for the six months ended June 30, 2008.

Liquidity and Capital Resources

We require significant capital to fund our investment activities and operating expenses. Our capital sources may include cash flow from operations, borrowings under revolving credit facilities, financings secured by our assets such as first mortgage and term debt transaction financings, long-term senior and subordinate corporate capital such as senior notes, trust preferred securities and perpetual preferred and common stock.

Our total available liquidity at June 30, 2008 was approximately $204.8 million, including $136.8 million of unrestricted cash and cash equivalents and $68.0 million of cash in our term debt transactions, which is available for reinvestment within the term debt transaction.

We expect to meet our long term liquidity requirements, including the repayment of debt and our investment funding needs, through existing cash resources and additional borrowings, the issuance of debt and/or equity securities and the liquidation or refinancing of assets at maturity. We believe that the value of the net lease portfolio is, and will continue to be, sufficient to allow us to refinance the mortgage debt on this portfolio at maturity.

As a REIT, we are required to distribute at least 90% of our annual REIT taxable income to our stockholders, including taxable income where we do not receive corresponding cash, and we intend to distribute all or substantially all of our REIT taxable income in order to comply with the REIT distribution requirements of the Internal Revenue Code and to avoid federal income tax and the non deductible excise tax.

These distribution requirements limit our ability to retain earnings and thereby replenish or increase capital committed to our operations; however, we believe that our existing capital resources and financing will enable us to meet current non-discretionary capital requirements. We believe that our existing sources of funds will be adequate for purposes of meeting our short-term liquidity needs. Our ability to meet a long-term (beyond one year) liquidity requirement is subject to obtaining additional debt and equity financing. Any decision by our lenders and investors to provide us with financing will depend upon a number of factors, such as our compliance with the terms of its existing credit arrangements, our financial performance, industry or market trends, the general availability of and rates applicable to financing transactions, such lenders' and investors' resources and policies concerning the terms under which they make capital commitments and the relative attractiveness of alternative investment or lending opportunities.

Exchangeable Senior Notes

In May 2008, NRFC NNN Holdings, LLC ("Triple Net Holdings"), a wholly-owned subsidiary of ours issued $80.0 million of 11.50% exchangeable senior notes (the "Notes") which are due in 2013. The net proceeds from the offering were approximately $71.4 million, after deducting fees and expenses. The proceeds of the offering were used to make additional investments.

We have elected the SFAS 159 fair value option for the Notes. Changes in fair value of the Notes will be recognized in earnings as they occur.

Unsecured Revolving Line of Credit

On May 28, 2008, we voluntarily terminated the Revolving Credit Agreement, dated November 3, 2006 by us and KeyBanc Capital Markets and Bank of America, N.A. (the "Credit Agreement") in order to permit the issuance of the NNN Notes, given certain restrictive covenants set forth in the Credit Agreement. The Credit Agreement had a November 2009 expiration and no amounts were outstanding under the Credit Agreement at the time of termination.

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Term Loan

In June 2008, a wholly owned subsidiary of ours entered into a $24.2 million term loan agreement with Lehman Commercial Paper Inc. (the "LB Term Loan"). The collateral for the LB Term Loan is a $44.0 million mezzanine loan position and we have guaranteed 50% of such amount. The LB Term Loan matures in February 2009, with three one-year extension options and bears interest at a spread of 1.50% over one-month LIBOR. The LB Term Loan contains certain covenants including, among others, financial covenants of a minimum tangible net worth and a minimum debt-to-equity ratio.

Equity Distribution Agreement

In May, 2008, we entered into an equity distribution agreement with Wachovia Capital Markets, LLC ("Wachovia"). In accordance with the terms of the agreement, we may offer and sell up to 10,000,000 shares of our common stock from time to time through Wachovia. Wachovia will receive a commission from us of up to 2.5% of the gross sales price of all shares sold through it under the equity distribution agreement.

For the three and six months ended June 30, 2008, we issued a total of 102,000 shares of common stock related to our equity distribution agreement with Wachovia raising net proceeds of approximately, $1.0 million, net of $26,000 in commissions.

Dividend Reinvestment and Stock Purchase Plan

Effective as of April 27, 2007, we implemented a Dividend Reinvestment and Stock Purchase Plan, or the Plan, pursuant to which we registered and reserved for issuance 15,000,000 shares of our common stock. Under the terms of the Plan, stockholders who participate in the Plan may purchase shares of our common stock directly from us, in cash investments up to $10,000. At our sole discretion, we may accept optional cash investments in excess of $10,000 per month, which may qualify for a discount from the market price of 0% to 5%. Plan participants may also automatically reinvest all or a portion of their dividends for additional shares of our stock. We expect to use the proceeds from any dividend reinvestments or stock purchases for general corporate purposes.

During the three and six months ended June 30, 2008, we issued a total of approximately 29,607 and 63,850 common shares, respectively, pursuant to the Plan for a gross sales price of approximately $0.3 million and $0.6 million, respectively.

Cash Flows

The net cash flow provided by operating activities of $45.6 million, decreased by $6.2 million for the six months ended June 30, 2008 from $51.8 million for the six months ended June 30, 2007. This was primarily due to the lower LIBOR rates which decreased interest income generated from our asset base.

The net cash flow used by investing activities was $82.6 million for the six months ended June 30, 2008 compared to the net cash used by investing activities of $2.4 billion for the six months ended June 30, 2007. This decrease from 2007 was primarily a result of decreased investment activity. Net cash flow used in investing activities in 2007 consisted primarily of the acquisitions of operating real estate, real estate securities, corporate loan investments, and the origination or acquisition of real estate debt investments.

The net cash flow provided by financing activities was $20.0 million for the six months ended June 30, 2008 compared to $2.3 billion of cash provided by financing activities for the six months ended June 30, 2007. The primary source of cash flow provided by financing activities was the issuance of $80.0 million of exchangeable senior notes and additional borrowings under our term loans and credit facilities. Net cash flow in provided by financing activity in 2007 was primarily from the issuance of

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preferred equity issuance of our 7.25% exchangeable senior notes, issuance of term and borrowing under our credit facilities to finance our investing activities.

Contractual Obligations and Commitments

As of June 30, 2008, we had the following contractual commitments and commercial obligations (in thousands):

	Payments Due by Period

Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		After 5 Years
Mortgage notes	$	896,918	$	2,136	$	104,012	$	174,222	$	616,548
Mezzanine loan payable		13,110		815		3,558		4,144		4,593
Exchangeable senior notes		252,500		—		—		—		252,500
Bonds payable		1,606,285		—		—		—		1,606,285
Credit facilities		47,114		47,114		—		—		—
Secured term loan		457,959		—		457,959		—		—
Liability to subsidiary trusts issuing preferred securities		286,258		—		—		—		286,258
Repurchase agreements		2,024		2,024		—		—		—
Capital leases(1)		16,863		245		974		982		14,662
Operating leases		79,201		2,772		11,260		10,983		54,186
Placement fees		1,722		1,114		608		—		—
Outstanding unfunded commitments(2)		441,955		329,153		112,802		—		—

Total contractual obligations	$	4,101,909	$	385,373	$	691,173	$	190,331	$	2,835,032

(1): Includes interest on the capital leases.
(2): Our future funding commitments, which are subject to certain conditions that borrowers must meet to qualify for such fundings, totaled $442.0 million, of which a minimum of $278.8 million will be funded within our existing term debt transactions. Fundings are categorized by estimated funding period. We expect that our secured credit facility lenders generally will advance a majority of future fundings that are not otherwise funded within our term debt transactions. Assuming lenders will advance 75% of the $163.2 million of our future funding commitments outside of the term debt transactions, our equity requirement would be approximately $40.8 million. Based on these assumptions, we believe we have adequate liquidity to meet our existing future funding commitments.

Our debt obligations contain covenants that are both financial and non-financial in nature. Significant financial covenants include a requirement that we maintain a minimum tangible net worth, a minimum level of liquidity and a minimum fixed charge coverage ratio. As of June 30, 2008, we were in compliance with all financial and non-financial covenants in our debt agreements.

Off-Balance Sheet Arrangements

Term Debt Issuances

The terms of the portfolio of real estate securities held by the term debt transactions are structured to be matched with the terms of the non-recourse term debt liabilities. These term debt liabilities are repaid with the proceeds of the principal payments on the real estate securities collateralizing the term debt liabilities when these payments are actually received. There is no refinancing risk associated with the term debt liabilities, as principal is only due to the extent that it has been collected on the underlying real securities and the stated maturities are noted above. Term debt

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transactions produce a relatively predictable income stream based on the spread between the interest earned on the underlying securities and the interest paid on the term debt transaction liabilities. This spread may be reduced by credit losses on the underlying securities or by hedging mismatches. Our term debt transactions have not incurred any losses on any of their securities investments from the date of purchase through June 30, 2008. We receive quarterly cash distributions from N-Star I and monthly cash distributions from N-Star II, N-Star III and N-Star V, each representing our proportionate share of the residual cash flow from the term debt transactions, as well as collateral advisory fees and interest income on the unrated income notes of the term debt transactions.

The following tables describe certain terms of the collateral for and the notes issued by term debt transactions at June 30, 2008 (dollars in thousands):

		Collateral—June 30, 2008									Term Notes—June 30, 2008

Issuance		Date Closed		Par Value of Collateral		Weighted Average Interest Rate			Weighted Average Expected Life (years)		Outstanding Term Notes(1)		Weighted Average Interest Rate at 6/30/08			Stated Maturity
N-Star I(2)			8/21/03	$	303,124		6.64	%		4.38	$	284,488		6.58	%		8/01/2038
N-Star II			7/01/04		333,283		6.17			4.75		296,887		5.50			6/01/2039
N-Star III			3/10/05		404,612		5.82			4.44		358,743		5.13			6/01/2040
N-Star V			9/22/05		498,167		5.66			6.59		456,319		4.69			9/05/2045

	Total			$	1,539,186		6.00	%		5.19	$	1,396,437		5.36	%

(1): Includes only notes held by third parties.
(2): We have an 83.3% interest.

Any potential losses in our off balance sheet term debt transactions is limited to the carrying value of our investment of $59.7 million at June 30, 2008.

CLO Equity Notes

In December 2006, we acquired 40% of the residual equity interests in a Collateralized Loan Obligation ("CLO") originated by Monroe Capital, LLC, a specialty finance company, for $16.7 million. The CLO includes collateral of approximately $400 million backed primarily by first lien senior secured loans. We also acquired a 12.5% and 33.5% residual equity interest in two third party CLO's. The CLOs were determined to be variable interest entities under Fin 46(R)-6 and we were determined not to be the primary beneficiary; therefore, the financial statements of the CLOs were not consolidated into our condensed consolidated financial statements. On May 7, 2008, we completed a recapitalization of our middle-market corporate lending venture. We contributed our CLO equity interests into the recapitalized entity. Prior to May 7, 2008, our residual combined equity interests were accounted for as debt securities available for sale pursuant to EITF 99-20. Upon completion of the recapitalization transaction, the new investor became the controlling manager of the assets and we deconsolidated the venture and now use the equity method of accounting for the investment, which includes our residual combined equity interests in the CLO's contributed in the recapitalization.

NorthStar Real Estate Securities Opportunity Fund

In July 2007, we closed on $109.0 million of equity capital for our Securities Fund, an investment vehicle in which we intend to prospectively conduct our real estate securities investment business.

We are the manager and general partner of the Securities Fund. We will typically receive base management fees ranging from 1.0% to 2.0% per annum on third-party capital, and we are entitled to annual incentive management fees ranging from 20% to 25% of the increase in the Securities Fund's net asset value in excess of an 8.0% per annum return. Base and incentive fees vary depending on the investor capital lockup periods.

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During the second quarter 2008, we invested an additional $16.0 million in the Securities Fund. At June 30, 2008, we had invested a total of $48.4 million in the Securities Fund and the carrying value of our investment was $33.3 million, representing a 45.9% interest. Additionally, during the second quarter 2008, we sold 67% of our N-Star IX advisory fee income stream to the Securities Fund for $8.8 million. The Securities Fund owns all of the equity in the N-Star IX term financing but we retained the management fees when N-Star IX was sold to the Securities Fund at its inception. We recognized $4.8 million of advisory fee income from the sale and deferred the remaining $4.0 million, which represented our ownership interest in the Securities Fund. The deferred advisory fee income will be recognized into income as the fees are earned.

For the three months ended June 30, 2008, we recognized equity in loss of $5.0 million, of which $5.3 million represented an unrealized loss on the mark-to-market adjustment of the securities in the Securities Fund. We also earned $0.2 million of management fees from the Securities Fund for the three months ended June 30, 2008. For the six months ended June 30, 2008, we recognized equity in loss of $5.6 million, of which $9.6 million represented an unrealized loss on the mark-to-market adjustment of the securities in the Securities Fund. We also earned $0.3 million of management fees from the Securities Fund for the six months ended June 30, 2008.

Recent Developments

Dividends

On July 22, 2008, we declared a dividend of $0.36 per share of common stock, $0.54688 per share of Series A preferred stock and $0.51563 per share of Series B preferred stock. The dividends will be paid on August 15, 2008 to the stockholders of record as of the close of business on August 5, 2008.

Wakefield Preferred Equity

On July 9, 2008, Wakefield sold a $100 million convertible preferred equity interest to Inland American Real Estate Trust, Inc. ("Inland American"). We received approximately $87.7 million of net proceeds from the transaction. Prior to conversion, the convertible preferred investment will yield a dividend of 10.5%. The convertible preferred equity may be converted or redeemed, at Inland American's option, upon the sale or recapitalization of the Wakefield venture. Wakefield may, at its option, redeem the convertible preferred interests at any time following the first anniversary of the closing, subject to payment of a call premium that declines over time. In addition, at any time after the second anniversary of the closing, Inland American may convert its preferred equity interests into common equity in Wakefield. Based on the current investment amount and capital accounts of the Wakefield members, the convertible preferred equity interests would represent, upon conversion, approximately a 42% common equity ownership interest in Wakefield. Inland American will have the option of contributing additional preferred equity and participating in new Wakefield investment opportunities in proportion to its percentage ownership interest, assuming it were to convert its interests to common equity.

Watch List

On August 6, 2008, we signed a firm commitment with a significant non-refundable deposit which will enable a well-capitalized national multi-family owner and developer to acquire two San Antonio properties backing a $19.5 million first mortgage loan that was on our watch list. The acquirer of the assets will invest $2.5 million of cash equity and assume our first mortgage loan. As a result we removed this asset from our watch list.

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Inflation

Our leases for tenants of operating real estate are generally either:

•: net leases where the tenants are responsible for all or a significant portion of the real estate taxes, insurance and operating expenses and the leases provide for increases in rent either based on changes in the Consumer Price Index, or CPI, or pre-negotiated increases; or
•: operating leases which provide for separate escalations of real estate taxes and operating expenses over a base amount, and/or increases in the base rent based on changes in the CPI.

We believe that most inflationary increases in expenses will be offset by the expense reimbursements and contractual rent increases described above to the extent of occupancy.

We believe that the risk associated with an increase in market interest rates on the floating rate debt used to finance our investments in our term debt transactions and our direct investments in real estate debt, will be largely offset by our strategy of matching the terms of our assets with the terms of our liabilities and through our use of hedging instruments.

Non-GAAP Financial Measures

Funds from Operations and Adjusted Funds from Operations

Management believes that funds from operations, or FFO, and adjusted funds from operations, or AFFO, each of which are non-GAAP measures, are additional appropriate measures of the operating performance of a REIT and NorthStar in particular. We compute FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (NAREIT), as net income or loss (computed in accordance with GAAP), excluding gains or losses from sales of depreciable properties, the cumulative effect of changes in accounting principles, real estate-related depreciation and amortization, and after adjustments for unconsolidated/uncombined partnerships and joint ventures. AFFO, as defined by NAREIT, is a computation made by analysts and investors to measure a real estate company's cash flow generated by operations.

We calculate AFFO by subtracting from (or adding) to FFO:

•: normalized recurring expenditures that are capitalized by us and then amortized, but which are necessary to maintain our properties and revenue stream, e.g., leasing commissions and tenant improvement allowances;
•: an adjustment to reverse the effects of the straight-lining of rents and fair value lease revenue under SFAS 141;
•: the amortization or accrual of various deferred costs including intangible assets and equity based compensation; and
•: an adjustment to reverse the effects of non-cash unrealized gains/(loss).

Our calculation of AFFO differs from the methodology used for calculating AFFO by certain other REITs and, accordingly, our AFFO may not be comparable to AFFO reported by other REITs. Our management utilizes FFO and AFFO as measures of our operating performance, and believes they are also useful to investors, because they facilitate an understanding of our operating performance after adjustment for certain non-cash expenses, such as real estate depreciation, which assumes that the value of real estate assets diminishes predictably over time and, in the case of AFFO, equity based compensation. Additionally, FFO and AFFO serve as measures of our operating performance because they facilitate evaluation of our company without the effects of selected items required in accordance with GAAP that may not necessarily be indicative of current operating performance and that may not accurately compare our operating performance between periods. Furthermore, although FFO, AFFO and other supplemental performance measures are defined in various ways throughout the REIT

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industry, we also believe that FFO and AFFO may provide us and our investors with an additional useful measure to compare our financial performance to certain other REITs.

Neither FFO nor AFFO is equivalent to net income or cash generated from operating activities determined in accordance with U.S. GAAP. Furthermore, FFO and AFFO do not represent amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Neither FFO nor AFFO should be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.

Set forth below is a reconciliation of FFO and AFFO to net income from continuing operations before minority interest for the three and six months ended June 30, 2008 and 2007 (in thousands):

	Three Months Ended June 30, 2008			Three Months Ended June 30, 2007			Six Months Ended June 30, 2008			Six Months Ended June 30, 2007

Funds from Operations:
Income from continuing operations before minority interest	$	(15,968	)	$	16,646		$	207,825		$	24,733
Minority interest in joint ventures		448			(136	)		203			(136	)

Income from continuing operations before minority interest in operating partnership		(15,520	)		16,510			208,028			24,597
Adjustments:
Preferred dividend		(5,231	)		(4,758	)		(10,462	)		(6,071	)
Depreciation and amortization		9,977			7,841			19,915			14,431
Funds from discontinued operations		—			(5	)		—			17
Real estate depreciation and amortization— unconsolidated ventures		247			247			494			496

Funds from Operations	$	(10,527	)	$	19,835		$	217,975		$	33,470

Adjusted Funds from Operations:
Funds from Operations	$	(10,527	)	$	19,835		$	217,975		$	33,470
Straight-line rental income, net		(716	)		(663	)		(1,473	)		(987	)
Straight-line rental income, discontinued operations		—			—			—			10
Straight-line rental income and fair value lease revenue, unconsolidated ventures		(39	)		(53	)		(85	)		(113	)
Amortization of equity-based compensation		5,966			4,158			12,957			7,889
Fair value lease revenue (SFAS 141 adjustment)		(305	)		(164	)		(611	)		(340	)
Unrealized(gains)/losses from mark-to-market adjustments		25,237			1,828			(189,321	)		9,838
Unrealized losses from mark-to-market adjustments, unconsolidated ventures		5,292			—			9,647			—

Adjusted Funds from Operations	$	24,908		$	24,941		$	49,089		$	49,767

Return on Average Common Book Equity

We calculate return on average common book equity ("ROE") on a consolidated basis and for each of our major business lines. We believe that ROE provides a good indication of the performance of the Company and our business lines because we believe it provides the best approximation of cash returns on common equity invested. Management also uses ROE, among other factors, to evaluate profitability and efficiency of equity capital employed, and as a guide in determining where to allocate capital within its business. ROEs may fluctuate from quarter to quarter based upon a variety of factors, including the timing and amount of investment fundings, repayments and asset sales, capital raised and leverage used, and the yield on investments funded.

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Return on Average Common Book Equity (including and excluding G&A and one-time items)
(dollars in thousands)

				Three Months Ended June 30, 2008			Annualized June 30, 2008(2)		Year Ended December 31, 2007

Adjusted Funds from Operations (AFFO)			[A]	$	24,908		$	99,632	$	95,683
Plus: Fundraising Fees, Debt Issuance Costs and Other					4,948					6,295

AFFO, excluding Fundraising Fees, Debt Issuance Costs and Other			[B]		29,856			119,424		101,978
Plus: General & Administrative Expenses					14,687					56,561
Plus: General & Administrative Expenses from Unconsolidated Ventures					1,323					4,810
Less: Equity-Based Compensation and Straight-Line Rent included in G&A					5,966					16,214

AFFO, excluding G&A			[C]		39,900			159,600		147,135
Average Common Book Equity & Operating Partnership Minority Interest(1)			[D]	$	866,588				$	442,018
	Return on Average Common Book Equity (including G&A)		[A]/[D]		11.5	%				21.6	%
	Return on Average Common Book Equity (excluding Fundraising Fees,
		Debt Issuance Costs and Other)	[B]/[D]		13.8	%				23.1	%
	Return on Average Common Book Equity (excluding G&A)		[C]/[D]		18.4	%				33.3	%

(1): Average Common Book Equity & Operating Partnership Minority Interest computed using beginning and ending of period balances. ROE will be impacted by the timing of new investment closings and repayments during the quarter.
(2): Annualized numbers are calculated by taking the current quarter amounts and multiplying by 4.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the exposure to loss resulting from changes in interest rates and asset prices. We are subject to credit risk and interest rate risk with respect to our investments in real estate debt, real estate securities and net leased real estate. The primary market risk that we are exposed to is interest rate risk. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. Our interest rate risk sensitive assets, liabilities and related derivative positions are generally held for non-trading purposes. At June 30, 2008, a hypothetical 100 basis point increase in interest rates applied to our variable rate assets would increase our annual interest income by approximately $28.0 million, offset by an increase in our interest expense of approximately $21.6 million on our variable rate liabilities.

Real Estate Debt

We invest in real estate debt which are generally instruments secured by commercial and multifamily properties, including first lien mortgage loans, junior participations in first lien mortgage loans, second lien mortgage loans, mezzanine loans, and preferred equity interests in borrowers who

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own such properties. We generally hold these instruments for investment rather than trading purposes. These investments are either floating or fixed rate. The interest rates on our floating rate investments typically float at a fixed spread over an index such as LIBOR. These instruments typically reprice every 30 days based upon LIBOR in effect at that time. Given the frequent and periodic repricing of our floating rate investments, changes in interest rates are unlikely to materially affect the value of our floating rate portfolio. Changes in short-term rates will, however, affect earnings from our investments. Increases in LIBOR will increase the interest income received by us on our investments and therefore increase our earnings. Decreases in LIBOR have the opposite effect.

We also invest in fixed rate investments. The value of these investments may be affected by changes in long-term interest rates. To the extent that long-term interest rates increase, the value of long-term fixed rate assets is diminished. Any fixed rate real estate debt investments which we hold would be similarly impacted. We do not generally seek to hedge this type of risk unless the asset is leveraged as we believe the costs of such a hedging transaction over the term of such an investment would generally outweigh the benefits. If fixed rate real estate debt is funded with floating rate liabilities, we typically convert the floating rate to fixed through the use of interest rate swaps, caps or other hedges. Because the interest rates on our fixed rate investments are generally fixed through maturity of the investment, changes in interest rates do not affect the income we earn from our fixed rate investments.

In our real estate debt business we are also exposed to credit risk, which is the risk that the borrower under our loan agreements cannot repay its obligations to us in a timely manner. While we have not experienced a payment default as of the date of this Quarterly Report on Form 10-Q, our position in the capital structure may expose us to losses as a result of such default in the future. In the event that the borrower cannot repay our loan, we may exercise our remedies under the loan documents, which may include a foreclosure against the collateral if we have a foreclosure right as a real estate debtholder under the loan agreement. The real estate debt that we intend to invest in will often allow us to demand foreclosure as a real estate debtholder if our loan is in default. To the extent the value of our collateral exceeds the amount of our loan (including all debt senior to us) and the expenses we incur in collecting on our loan, we would collect 100% of our loan amount. To the extent that the amount of our loan plus all debt senior to our position exceeds the realizable value of our collateral, then we would incur a loss. We also incur credit risk in our periodically scheduled interest payments which may be interrupted as a result of the operating performance of the underlying collateral.

We seek to manage credit risk through a thorough financial analysis of a transaction before we make such an investment. Our analysis is based upon a broad range of real estate, financial, economic and borrower-related factors which we believe are critical to evaluating the credit risk inherent in a transaction.

We expect our investments to be denominated in U.S. dollars or, if they are denominated in another currency, to be converted back to U.S. dollars through the use of currency swaps. It may not be possible to eliminate all of the currency risk as the payment characteristics of the currency swap may not exactly match the payment characteristics of the investments.

Real Estate Securities

In our real estate securities business, we mitigate credit risk through credit analysis, subordination and diversification. The CMBS we invest in are generally junior in right of payment of interest and principal to one or more senior classes, but benefit from the support of one or more subordinate classes of securities or other form of credit support within a securitization transaction. The senior unsecured REIT debt securities we invest in reflect comparable credit risk. Credit risk refers to each individual borrower's ability to make required interest and principal payments on the scheduled due

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dates. We believe that these securities offer attractive risk-adjusted returns with reasonable long-term principal protection under a variety of default and loss scenarios. While the expected yield on these securities is sensitive to the performance of the underlying assets, the more subordinated securities and certain other features of a securitization, in the case of mortgage backed securities, and the issuer's underlying equity and subordinated debt, in the case of REIT securities, are designed to bear the first risk of default and loss. The real estate securities portfolios of our investment grade term debt transactions are diversified by asset type, industry, location and issuer. We further minimize credit risk by monitoring the real estate securities portfolios of our investment grade term debt transactions and the underlying credit quality of their holdings.

The real estate securities underlying our investment grade term debt transactions are also subject to spread risk. The majority of these securities are fixed rate securities, which are valued based on a market credit spread over the rate payable on fixed rate U.S. Treasuries of like maturity. In other words, their value is dependent on the yield demanded on such securities by the market, based on their credit relative to U.S. Treasuries. An excessive supply of these securities combined with reduced demand will generally cause the market to require a higher yield on these securities, resulting in the use of a higher or "wider" spread over the benchmark rate (usually the applicable U.S. Treasury security yield) to value these securities. Under these conditions, the value of our real estate securities portfolio would tend to decrease. Conversely, if the spread used to value these securities were to decrease or "tighten," the value of our real estate securities would tend to increase. Such changes in the market value of our real estate securities portfolio may affect our net equity or cash flow either directly through their impact on unrealized gains or losses on available for sale securities by diminishing our ability to realize gains on such securities, or indirectly through their impact on our ability to borrow and access capital.

Returns on our real estate securities are sensitive to interest rate volatility. If interest rates increase, the funding cost on liabilities that finance the securities portfolio will increase if these liabilities are at a floating rate or have maturities shorter than the assets.

Our general financing strategy focuses on the use of "match-funded" structures. This means that we seek to align the maturities of our debt obligations with the maturities of our investments in order to minimize the risk of being forced to refinance our liabilities prior to the maturities of our assets, as well as to reduce the impact of fluctuating interest rates on earnings. In addition, we generally match interest rates on our assets with like-kind debt, so that fixed rate assets are financed with fixed rate debt and floating rate assets are financed with floating rate debt, directly or through the use of interest rate swaps, caps or other financial instruments or through a combination of these strategies. Our investment grade term debt transactions utilize interest rate swaps to minimize the mismatch between their fixed rate assets and floating rate liabilities.

Our financing strategy is dependent on our ability to place the match-funded debt we use to finance our real estate securities at spreads that provide a positive arbitrage. If spreads on the bonds issued by term debt transactions widen or if demand for these liabilities ceases to exist, then our ability to execute future term debt transaction financings will be severely restricted.

Interest rate changes may also impact our net book value as our investments in debt securities are marked-to-market each quarter with changes in fair value reflected in other comprehensive income (a separate component of owners' equity). Generally, as interest rates increase, the value of fixed rate securities within the term debt transaction, such as CMBS, decreases and as interest rates decrease, the value of these securities will increase. These swings in value have a corresponding impact on the value of our investment in the term debt transaction. Within the term debt transaction, we seek to hedge against changes in cash flows attributable to changes in interest rates by entering into interest rate swaps/caps and other derivative instruments. Such derivatives are typically designated as cash flow hedge relationships according to SFAS No. 133.

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Net Lease Properties

Our ability to manage the interest rate risk and credit risk associated with the assets we acquire is integral to the success of our net lease properties investment strategy. Although we may, in special situations, finance our purchase of net lease assets with floating rate debt, our general policy will be to mitigate our exposure to rising interest rates by financing our purchases with fixed rate mortgages. We seek to match the term of fixed rate mortgages to our expected holding period for the underlying asset. Factors we consider to assess the expected holding period include, among others, the primary term of the lease as well as any extension options that may exist.

In order to ensure that we have as complete an understanding as possible of a tenant's ability to satisfy its obligations under its lease, we undertake a rigorous credit evaluation of each tenant prior to executing sale/leaseback or net lease asset acquisitions. This analysis includes an extensive due diligence investigation of the tenant's business as well as an assessment of the strategic importance of the underlying real estate to the tenant's core business operations. Where appropriate, we may seek to augment the tenant's commitment to the facility by structuring various credit enhancement mechanisms into the underlying leases. These mechanisms could include security deposit requirements or affiliate guarantees from entities we deem to be creditworthy.

Derivatives and Hedging Activities

We use derivatives primarily to manage interest rate risk exposure. These derivatives are typically in the form of interest rate swap agreements and the primary objective is to minimize interest rate risks associated with the our investment and financing activities. The counterparties of these arrangements are major financial institutions with which we may also have other financial relationships. We are exposed to credit risk in the event of non-performance by these counterparties; however, we do not anticipate that any of the counterparties will fail to meet their obligations because of their high credit ratings. The objective in using interest rate derivatives is to add stability to interest expense and to manage exposure to interest rate movements.

In January 2008, we adopted SFAS 159 and elected the fair value option for our bonds payable and our liability to subsidiary trusts issuing preferred securities. Under SFAS 159, the changes in fair value of these financial instruments are now recorded in earnings. As a result of this election, the interest rate swap agreements associated with these debt instruments no longer qualify for hedge accounting, in accordance with SFAS 133 "Derivatives and Hedging Activity", since the underlying debt is remeasured with changes in the fair value recorded in earnings. The unrealized gains or losses accumulated in other comprehensive income, related to these interest rate swaps, will be reclassified into earning over the shorter of either the life of the swap or the associated debt with current mark-to-market unrealized gains or losses recorded in earnings. For the six months ended June 30, 2008, we recorded, in earnings, a mark-to-market unrealized gain of $3.1 million and a $2.6 million reclassification from accumulated other comprehensive income for the non-qualifying interest rate swaps.

The following tables summarize our derivative financial instruments as of June 30, 2008 (in thousands).

		Notional Amount			Fair Value			Range of Strike Rate		Range of Maturity

Interest rate swaps and basis swaps			1,495,212			(41,666	)	4.18% - 5.63%		October 2009 - August 2018

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Item 4. Controls and Procedures

As of the end of the period covered by this report, our management conducted an evaluation (as required under Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act), under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective. 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 to disclose material information otherwise required to be set forth in our periodic reports.

Internal Control over Financial Reporting

Changes in internal control over financial reporting. There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1A. Risk Factors

We are subject to risks associated with purchasing non-performing loans in our LandCap joint venture.

Certain loans in which we invest in our LandCap joint venture may be distressed or non-performing. These loans will generally have a greater risk of loss to us and our ability to generate positive returns on these loans will be subject to many factors that may not be prevalent when we make non-distressed loans, including, but not limited to, our ability to obtain a discounted payoff from the borrower of these loans in excess of our purchase price and our ability to foreclose and liquidate the asset(s) underlying such loans accretively. Additionally, if loans that we purchase have evidence of deterioration of credit quality at the time of purchase, we will apply the American Institute of Certified Public Accountants Statement of Position 03-3"Accounting for Certain Loans or Debt Securities Acquired in a Transfer," ("SOP 03-3") to these loans. SOP 03-3 addresses accounting for loans for which it is probable, at the time of our acquisition, that we will be unable to collect all contractual principal and interest. For these loans, the amount representing the excess of cash flows estimated by us at acquisition over the purchase price is accreted into income over the life of a loan. If we cannot reasonably estimate the cash flows that we expect to receive from a loan, then we will first apply any cash received from a loan as a reduction to our carrying value, and any cash received in excess of the carrying value will be recorded as income.

Estimating the amount of a loan's future cash flows involves significant judgment. The amount and timing of actual cash flows could differ materially from our estimates. Any decreases in our estimates of expected cash flows from purchased loans accounted for under SOP 03-3 may result in a significant negative adjustment to the amount of revenue that we had previously recorded from a purchased loan.

Item 4. Submission of Matters to a Vote of Security Holders

Our Annual Meeting of shareholders was held on May 22, 2008 (the "Meeting"). At the close of business on the record date for the Meeting (which was April 24, 2008), there were 62,303,625 shares of common stock outstanding and entitled to vote at the Meeting. Holders of 58,108,224 shares of common stock (representing a like number of votes) were present at the Meeting, either in person or by proxy.

At the Meeting, the following individuals were elected to our Board of Directors to hold office for a one-year term and until his or her successor is duly elected and qualified, by the following vote:

Nominee

William V. Adamski	54,920,788	3,187,436
Preston Butcher	51,948,137	6,160,087
David T. Hamamoto	56,879,368	1,228,856
Judith A. Hannaway	55,172,099	2,936,125
Wesley D. Minami	56,890,996	1,217,228
Louis J. Paglia	54,879,621	3,228,603
Frank V. Sica	54,823,769	3,284,455

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At the Meeting, our shareholders ratified the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2008, by the following vote:

In Favor			Against			Abstained

	57,134,225			179,572			794,427

Item 6. Exhibits

(a) Exhibits

Exhibit Number			Description of Exhibit

	3.1		Articles of Amendment and Restatement of NorthStar Realty Finance Corp., as filed with the State Department of Assessments and Taxation of Maryland on October 20, 2004 (incorporated by reference to Exhibit 3.1 to the NorthStar Realty Finance Corp. Registration Statement on Form S-11 (File No. 333-114675))
	3.2		Bylaws of NorthStar Realty Finance Corp. (incorporated by reference to Exhibit 3.2 to the NorthStar Realty Finance Corp. Registration Statement on Form S-11 (File No. 333-114675))
	3.3		Amendment No. 1 to the Bylaws of NorthStar Realty Finance Corp. (incorporated by reference to Exhibit 3.3 to the NorthStar Realty Finance Corp. Current Report on Form 8-K filed on April 27, 2005)
	3.4		Articles Supplementary Classifying NorthStar Realty Finance Corp.'s 8.75% Series A Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.2 to NorthStar Realty Finance Corp.'s Registration Statement on Form 8-A, dated September 14, 2006)
	3.5		Articles Supplementary Classifying NorthStar Realty Finance Corp.'s 8.25% Series B Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.2 to NorthStar Realty Finance Corp.'s Registration Statement on Form 8-A, dated February 7, 2007)
	3.6		Articles Supplementary Classifying and Designating Additional Shares of NorthStar Realty Finance Corp.'s 8.25% Series B Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.6 to NorthStar Realty Finance Corp.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
			Certain instruments defining the rights of holders of long-term debt securities of the Registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
	8.1		Tax Opinion of Hunton & Williams LLP
	10.1		Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership, dated as of October 19, 2004, by and among NorthStar Realty Finance Corp., as sole general partner and initial limited partner and the other limited partners a party thereto from time to time (incorporated by reference to Exhibit 10.1 to the NorthStar Realty Finance Corp. Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)
	10.2		NorthStar Realty Finance Corp. 2004 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to the NorthStar Realty Finance Corp. Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)

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	10.3		LTIP Unit Vesting Agreement under the NorthStar Realty Finance Corp. 2004 Omnibus Stock Incentive Plan among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and NRF Employee, LLC (incorporated by reference to Exhibit 10.10 to the NorthStar Realty Finance Corp. Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)
	10.4		Form of Vesting Agreement for Units of NRF Employee, LLC, each dated as of October 29, 2004, between NRF Employee, LLC and certain employees and co-employees of NorthStar Realty Finance Corp. (incorporated by reference to Exhibit 10.11 to the NorthStar Realty Finance Corp. Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)
	10.5		Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.7(a) to the NorthStar Realty Finance Corp. Registration Statement on Form S-11 (File No. 333-114675))
	10.6		NorthStar Realty Finance Corp. 2004 Long-Term Incentive Bonus Plan (incorporated by reference to Exhibit 10.13 to the NorthStar Realty Finance Corp. Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)
	10.7		Form of Notification under NorthStar Realty Finance Corp. 2004 Long-Term Incentive Bonus Plan (incorporated by reference to Exhibit 10.14 to the NorthStar Realty Finance Corp. Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)
	10.8		Form of Indemnification Agreement for directors and officers of NorthStar Realty Finance Corp. (incorporated by reference to Exhibit 10.15 to the NorthStar Realty Finance Corp. Registration Statement on Form S-11 (File No. 333-114675))
	10.9		Junior Subordinated Indenture, dated as of March 10, 2006, between NorthStar Realty Finance Limited Partnership, NorthStar Realty Finance Corp. and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 10.31 to NorthStar Realty Finance Corp.'s Annual Report on Form 10-K for the year ended December 31, 2005)
	10.10		Amended and Restated Trust Agreement, dated as of March 10, 2006, between NorthStar Realty Finance Limited Partnership, as depositor, NorthStar Realty Finance Corp., a guarantor, Wilmington Trust Company, as property trustee and Delaware trustee and Andrew Richardson, David Hamamoto and Richard McCready, each as administrative trustees (incorporated by reference to Exhibit 10.32 to NorthStar Realty Finance Corp.'s Annual Report on Form 10-K for the year ended December 31, 2005)
	10.11		Amendment No. 1 to Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership, dated as of March 14, 2006, by and among NorthStar Realty Finance Corp., as sole general partner and initial limited partner and the other limited partners a party thereto from time to time (incorporated by reference to Exhibit 10.34 to NorthStar Realty Finance Corp.'s Annual Report on Form 10-K for the year ended December 31, 2005)
	10.12		Junior Subordinated Indenture, dated as of August 1, 2006, between NorthStar Realty Finance Limited Partnership, NorthStar Realty Finance Corp. and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 10.39 to NorthStar Realty Finance Corp.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)

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	10.13		Amended and Restated Trust Agreement, dated as of August 1, 2006, between NorthStar Realty Finance Limited Partnership, as depositor, NorthStar Realty Finance Corp., a guarantor, Wilmington Trust Company, as property trustee and Delaware trustee and David Hamamoto, Andrew Richardson and Richard McCready, each as administrative trustees (incorporated by reference to Exhibit 10.40 to NorthStar Realty Finance Corp.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)
	10.14		Second Amendment to the Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership, dated as of September 14, 2006 (incorporated by reference to Exhibit 3.2 to the NorthStar Realty Finance Corp. Current Report on Form 8-K filed September 14, 2006)
	10.15		Junior Subordinated Indenture, dated as of October 6, 2006, between NorthStar Realty Finance Limited Partnership, NorthStar Realty Finance Corp. and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 10.42 to the NorthStar Realty Finance Corp. Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)
	10.16		Amended and Restated Trust Agreement, dated as of October 6, 2006, between NorthStar Realty Finance Limited Partnership, as depositor, NorthStar Realty Finance Corp., a guarantor, Wilmington Trust Company, as property trustee and Delaware trustee and David Hamamoto, Andrew Richardson and Richard McCready, each as administrative trustees (incorporated by reference to Exhibit 10.43 to the NorthStar Realty Finance Corp. Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)
	10.17		Revolving Credit Agreement, dated as of November 3, 2006, between NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership, NRFC Sub-REIT Corp., NS Advisors, LLC, Keybanc Capital Markets and Bank of America, N.A. (incorporated by reference to Exhibit 10.44 to the NorthStar Realty Finance Corp. Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)
	10.18		Third Amendment to the Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership, dated as of February 7, 2007 (incorporated by reference to Exhibit 3.2 to the NorthStar Realty Finance Corp. Current Report on Form 8-K filed February 9, 2007)
	10.19		Junior Subordinated Indenture, dated as of March 30, 2007, between NorthStar Realty Finance Limited Partnership, NorthStar Realty Finance Corp. and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 10.46 to NorthStar Realty Finance Corp.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)
	10.20		Amended and Restated Trust Agreement, dated as of March 30, 2007, between NorthStar Realty Finance Limited Partnership, as depositor, NorthStar Realty Finance Corp., a guarantor, Wilmington Trust Company, as property trustee and Delaware trustee and David Hamamoto, Andrew Richardson and Richard McCready, each as administrative trustees (incorporated by reference to Exhibit 10.47 to NorthStar Realty Finance Corp.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)
	10.21		Form of NorthStar Realty Finance Corp. 2006 Outperformance Plan Award Agreement (incorporated by reference to Exhibit 99.3 to the NorthStar Realty Finance Corp. Post-Effective Amendment No. 2 to Form S-8 filed on April 13, 2007)
	10.22		Amendment No. 1 to NorthStar Realty Finance Corp. 2004 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to the NorthStar Realty Finance Corp. Post-Effective Amendment No. 2 to Form S-8 filed on April 13, 2007)

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	10.23		Amendment No. 2 to NorthStar Realty Finance Corp. 2004 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 99.3 to the NorthStar Realty Finance Corp. Post-Effective Amendment No. 3 to Form S-8 filed on June 6, 2007)
	10.24		Fourth Amendment to the Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership, dated as of May 24, 2007 (incorporated by reference to Exhibit 3.3 to the NorthStar Realty Finance Corp. Current Report on Form 8-K filed May 29, 2007)
	10.25		Junior Subordinated Indenture, dated as of June 7, 2007, between NorthStar Realty Finance Limited Partnership, NorthStar Realty Finance Corp. and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 10.52 to NorthStar Realty Finance Corp.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
	10.26		Amended and Restated Trust Agreement, dated as of June 7, 2007, between NorthStar Realty Finance Limited Partnership, as depositor, NorthStar Realty Finance Corp., a guarantor, Wilmington Trust Company, as property trustee and Delaware trustee and David Hamamoto, Andrew Richardson and Richard McCready, each as administrative trustees (incorporated by reference to Exhibit 10.53 to NorthStar Realty Finance Corp.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
	10.27		Registration Rights Agreement relating to the 7.25% Exchangeable Senior Notes due 2027 of NorthStar Realty Finance Limited Partnership, dated June 18, 2007 (incorporated by reference to Exhibit 4.2 to the NorthStar Realty Finance Corp. Registration Statement on Form S-3 (File No. 333-146679))
	10.28		Master Repurchase Agreement, dated as of August 8, 2007, by and among NRFC JP Holdings, LLC and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.56 to NorthStar Realty Finance Corp.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
	10.29		Executive Employment and Non-Competition Agreement, dated as of October 4, 2007, between the Company and David T. Hamamoto (incorporated by reference to Exhibit 99.1 to the NorthStar Realty Finance Corp. Current Report on Form 8-K filed October 5, 2007)
	10.30		Executive Employment and Non-Competition Agreement, dated as of October 4, 2007, between the Company and Andrew C. Richardson (incorporated by reference to Exhibit 99.2 to the NorthStar Realty Finance Corp. Current Report on Form 8-K filed October 5, 2007)
	10.31		Executive Employment and Non-Competition Agreement, dated as of October 4, 2007, between the Company and Daniel R. Gilbert (incorporated by reference to Exhibit 99.3 to the NorthStar Realty Finance Corp. Current Report on Form 8-K filed October 5, 2007)
	10.32		Executive Employment and Non-Competition Agreement, dated as of October 4, 2007, between the Company and Richard J. McCready (incorporated by reference to Exhibit 99.4 to the NorthStar Realty Finance Corp. Current Report on Form 8-K filed October 5, 2007)
	10.33		Executive Employment and Non-Competition Agreement, dated as of October 4, 2007, between the Company and Daniel Raffe (incorporated by reference to Exhibit 99.5 to the NorthStar Realty Finance Corp. Current Report on Form 8-K filed October 5, 2007)

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	10.34		Credit Agreement, dated as of November 6, 2007, by and among NRFC WA Holdings, LLC, NRFC WA Holdings II, LLC, NRFC WA Holdings VII, LLC, NRFC WA Holdings X, LLC, NRFC WA Holdings XII, LLC, NorthStar Realty Finance Corp., NorthStar Realty Finance L.P. and Wachovia Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.53 to NorthStar Realty Finance Corp.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)
	10.35		Limited Guaranty Agreement, dated as of November 6, 2007, by and among NorthStar Realty Finance Corp., NorthStar Realty Finance Limited Partnership and Wachovia Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.54 to NorthStar Realty Finance Corp.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)
	10.36		Registration Rights Agreement relating to the 11.50% Exchangeable Senior Notes due 2013 of NRFC NNN Holdings, LLC, dated May 28, 2008 (incorporated by reference to Exhibit 4.2 to the NorthStar Realty Finance Corp. Registration Statement on Form S-3 (File No. 333-152545))
	10.37		Fifth Amendment to the Agreement of Limited Partnership of NorthStar Realty Finance Limited Partnership, dated as of May 29, 2008
	31.1		Certification by the Chief Executive Officer pursuant to 17 CFR 240.13a-14(a)/15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2		Certification by the Chief Financial Officer pursuant to 17 CFR 240.13a-14(a)/15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1		Certification by the Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2		Certification by the Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	NORTHSTAR REALTY FINANCE CORP.
Date: August 8, 2008	By:	/s/ DAVID T. HAMAMOTO David T. Hamamoto Chief Executive Officer
	By:	/s/ ANDREW C. RICHARDSON Andrew C. Richardson Chief Financial Officer

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Northstar Realty Finance (NRF) Inactive 10-Q2008 Q2 Quarterly report

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